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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) November 10, 1999.
Fleet Bank (RI), National Association
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(Originator of the Fleet Credit Card Master Trust II)
on behalf of the
Fleet Credit Card Master Trust II
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
United States 333-52583-01 050495490
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification Number)
Incorporation)
</TABLE>
<TABLE>
<S> <C>
111 Westminster Street
Providence, Rhode Island 02903
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(Address of Principal Executive Office) (Zip Code)
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Registrant's telephone number, including area code (401) 278-5451
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 1. Not Applicable.
Item 2. Not Applicable.
Item 3. Not Applicable.
Item 4. Not Applicable.
Item 5. On November 3, 1999 the Fleet Credit Card Master Trust II
issued its Class A 6.90% Asset Backed Certificates, Series
1999-C and its Class B 7.20% Asset Backed Certificates, Series
1999-C.
On November 3, 1999 the Fleet Credit Card Master Trust II issued
its Class A Floating Rate Asset Backed Certificates, Series
1999-D and its Class B Floating Rate Asset Backed Certificates,
Series 1999-D.
Item 6. Not Applicable.
Item 7. Exhibits.
The following are filed as Exhibits to this Report under Exhibit
4.1 and Exhibit 4.2.
Exhibit 4.1 Series 1999-C Supplement dated November 3, 1999.
Exhibit 4.2 Series 1999-D Supplement dated November 3, 1999.
Item 8. Not Applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Fleet Bank (RI), National Association on behalf of the Fleet Credit Card
Master Trust II has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FLEET CREDIT CARD
MASTER TRUST II
BY: FLEET BANK (RI),
NATIONAL ASSOCIATION
By: /s/ JEFFREY LIPSON
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Name: Jeffrey Lipson
Title: Vice President
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EXHIBIT INDEX
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Exhibit Description
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<S> <C>
4.1 Series 1999-C Supplement dated November 3, 1999
4.2 Series 1999-D Supplement dated November 3, 1999
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EXHIBIT 4.1
EXECUTION COPY
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FLEET BANK (RI), NATIONAL ASSOCIATION
Seller and Servicer
and
BANKERS TRUST COMPANY
Trustee
on behalf of the Series 1999-C Certificateholders
SERIES 1999-C SUPPLEMENT
Dated as of November 3, 1999
to
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of December 1, 1993,
as Amended and Restated on May 23, 1994
FLEET CREDIT CARD MASTER TRUST II
SERIES 1999-C
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TABLE OF CONTENTS
PAGE
ARTICLE I
Creation of the Series 1999-C Certificates
<S> <C>
Section 1.1 Designation.....................................................1
ARTICLE II
Definitions
Section 2.1 Definitions.....................................................2
ARTICLE III
Servicer and Trustee
Section 3.1 Servicing Compensation.........................................16
ARTICLE IV
Rights of Series 1999-C Certificateholders and Collateral Interest
Holder and Allocation and Application of Collections
Section 4.1 Collections and Allocations....................................17
Section 4.2 Determination of Monthly Interest..............................19
Section 4.3 Determination of Monthly Principal.............................21
Section 4.4 Required Amount................................................21
Section 4.5 Application of Class A Available Funds, Class B Available
Funds, Collateral Available Funds and Available Investor
Principal Collections.........................................22
Section 4.6 Defaulted Amounts; Investor Charge-Offs........................24
Section 4.7 Excess Spread; Excess Finance Charges..........................26
Section 4.8 Reallocated Principal Collections..............................27
Section 4.9 Excess Finance Charges.........................................27
Section 4.10 Shared Principal Collections..................................28
Section 4.11 Determination of LIBOR........................................28
Section 4.12 Principal Funding Account.....................................29
Section 4.13 Accumulation Period...........................................30
Section 4.14 Reserve Account...............................................31
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<TABLE>
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TABLE OF CONTENTS
(continued)
PAGE
ARTICLE V
Distributions and Reports to Series 1999-C Certificateholders
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Section 5.1 Distributions..................................................32
Section 5.2 Certificates and Statements....................................34
ARTICLE VI
Series 1999-C Pay Out Events
Section 6.1 Series 1999-C Pay Out Events...................................34
ARTICLE VII
Optional Repurchase; Series Termination
Section 7.1 Optional Repurchase............................................36
Section 7.2 Series Termination.............................................36
ARTICLE VIII
Final Distributions
Section 8.1 Sale of Receivables or Certificateholders' Interest
Pursuant to Section 2.06 or 10.01 of the Agreement............37
Section 8.2 Distribution of Proceeds of Sale, Disposition or
Liquidation of the Receivables Pursuant to Section 9.02 of
the Agreement.................................................38
Section 8.3 Instructions Pursuant to Section 9.02(a) of the Agreement......39
ARTICLE IX
Certificates
Section 9.1 Book-Entry Certificates........................................39
ARTICLE X
Miscellaneous Provisions
Section 10.1. Certain Matters Regarding the Collateral Interest Holder.....39
Section 10.2 Ratification of Agreement.....................................39
Section 10.3 Counterparts..................................................39
Section 10.4 Governing Law.................................................40
Section 10.5 Notices.......................................................40
Section 10.6 Amendments....................................................40
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ii
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<TABLE>
<CAPTION>
TABLE OF CONTENTS
(continued)
<S> <C>
Section 10.7. Uncertificated Securities....................................40
Section 10.8. Transfers of the Collateral Interest.........................40
EXHIBITS
EXHIBIT A-1 Form of Class A Certificate
EXHIBIT A-2 Form of Class B Certificate
EXHIBIT B Form of Monthly Payment Instructions
EXHIBIT C Form of Monthly Certificateholders' Statement
EXHIBIT D Form of Investment Letter
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iii
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SERIES 1999-C SUPPLEMENT, dated as of November 3, 1999 (the
"Supplement"), among FLEET BANK (RI), NATIONAL ASSOCIATION, a national
banking association, as Seller and Servicer by assignment from ADVANTA
NATIONAL BANK pursuant to an Assignment and Assumption Agreement dated as of
February 20, 1998, and BANKERS TRUST COMPANY, a New York banking corporation,
as Trustee.
Pursuant to the Amended and Restated Pooling and Servicing
Agreement dated as of December 1, 1993, as Amended and Restated on May 23,
1994 (and as subsequently amended and supplemented, including by the terms of
this Supplement, the "Agreement"), among Fleet Bank (RI), National
Association (successor to Advanta National Bank), as Seller and Servicer, and
the Trustee, the Fleet Credit Card Master Trust II (formerly known as ADVANTA
Credit Card Master Trust II) (the "Trust") has been created. Section 6.03 of
the Agreement provides that the Seller may from time to time direct the
Trustee to authenticate one or more new Series of Investor Certificates
representing fractional undivided interests in the Trust. The Principal
Terms of any new Series are to be set forth in a Supplement to the Agreement.
Pursuant to this Supplement, the Seller and the Trustee shall
create a new Series of Investor Certificates and specify the Principal Terms
thereof.
ARTICLE I
Creation of the Series 1999-C Certificates
Section 1.1 Designation.
(a) There is hereby created a Series of Investor Certificates
to be issued pursuant to the Agreement and this Supplement to be known as
"Fleet Credit Card Master Trust II, Series 1999-C." The Series of Investor
Certificates created hereby shall be issued in two Classes. The first Class
shall be known as the "Class A 6.90% Asset Backed Certificates, Series
1999-C," and the second Class shall be known as the "Class B 7.20% Asset
Backed Certificates, Series 1999-C." In addition, there is hereby created a
third Class of interests in the Trust which, except as expressly provided
herein, shall be deemed to be "Investor Certificates" for all purposes under
the Agreement and this Supplement and shall be in uncertificated form and
which shall be known as the "Collateral Interest, Series 1999-C." The
Collateral Interest Holder shall be the Series Enhancer for Series 1999-C.
(b) Series 1999-C shall be included in Group One. Series
1999-C shall be a Principal Sharing Series with respect to Group One only.
Series 1999-C shall not be subordinated to any other Series. Notwithstanding
any provision in the Agreement or in this Supplement to the contrary, the
first Distribution Date with respect to Series 1999-C shall be the December
15, 1999 Distribution Date, and references herein to the Monthly Period
relating to the December 15, 1999 Distribution Date shall mean the period
from the Closing Date through the end of November 1999.
(c) 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 Supplement shall govern.
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(d) The Collateral Interest Holder, as holder of an "Investor
Certificate" under the Agreement, shall be entitled to the benefits of the
Agreement and this Supplement. Notwithstanding the foregoing, except as
expressly provided herein, (i) the provisions of Article VI and Article XII
of the Agreement relating to the execution, authentication, delivery,
presentation, cancellation and surrender of Registered Certificates and
clauses (a) and (c) of the definition of "Tax Opinion" in Section 1.01 of the
Agreement shall not be applicable to the Collateral Interest, and (ii) the
provisions of Section 3.07 of the Agreement shall not cause the Collateral
Interest to be treated as debt for federal, state and local income and
franchise tax purposes, but rather the Seller intends, and together with the
Collateral Interest Holder, agrees to treat the Collateral Interest for
federal, state and local income and franchise tax purposes as representing an
equity interest in the assets of the Trust.
ARTICLE II
Definitions
Section 2.1 Definitions.
(a) Whenever used in this Supplement, the following words and
phrases shall have the following meanings, and the definitions of such terms
are applicable to the singular as well as the plural forms of such terms and
the masculine as well as the feminine and neuter genders of such terms.
"Accumulation Date" shall mean the close of business on December
31, 2003.
"Accumulation Period" shall mean, unless a Pay Out Event with
respect to Series 1999-C shall have occurred prior thereto, the period
commencing on the Accumulation Date or such later date as is determined in
accordance with Section 4.13 and ending on the first to occur of (a) the
commencement of the Rapid Amortization Period, (b) the payment in full to the
Series 1999-C Holders of the Investor Amount or (c) the Series Termination
Date.
"Accumulation Period Length" shall have the meaning specified in
Section 4.13.
"Additional Interest" shall mean, at any time of determination,
the Class A Additional Interest, the Class B Additional Interest and the
Collateral Additional Interest.
"Assignee" shall have the meaning specified in subsection 10.8(a).
"Available Investor Principal Collections" shall mean, with
respect to any Monthly Period, an amount equal to the sum of (a) (i) an
amount equal to the Principal Allocation Percentage of all Collections of
Principal Receivables received during such Monthly Period minus (ii) the
amount of Reallocated Principal Collections with respect to such Monthly
Period which pursuant to Section 4.8 are required to fund any deficiency in
the amounts to be distributed pursuant to Sections 4.5(a)(i), (ii) and (iii),
4.5(b)(i), and (ii) and 4.7(d) for the related Distribution Date, plus (b)
any Shared Principal Collections with respect to other Series in Group One
that are allocated to Series 1999-C in accordance with Section 4.04 of the
Agreement and Section 4.10 hereof, plus (c) any other amounts which pursuant
to subsection 4.5(a)(iii)
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(including any amounts allocated with respect thereto pursuant to subsection
4.7(a)) and Section 4.7 hereof are to be treated as Available Investor Principal
Collections with respect to the related Distribution Date.
"Average Principal Balance" shall mean, for any Monthly Period in
which an Addition Date occurs, the weighted average of the sum of the
Principal Receivables in the Trust and the principal amount on deposit in the
Excess Funding Account at the end of the day on the last day of the prior
Monthly Period and the sum of the Principal Receivables in the Trust and the
principal amount on deposit in the Excess Funding Account at the end of the
day on the related Addition Date, weighted, respectively, by a fraction, the
numerator of which is the number of days from and including the first day of
such Monthly Period, to but excluding the related Addition Date, and the
denominator of which is the number of days in such Monthly Period, and by a
fraction, the numerator of which is the number of days from and including the
related Addition Date to and including the last day of such Monthly Period,
and the denominator of which is the number of days in such Monthly Period.
"Bank" shall mean Fleet Bank (RI), National Association.
"Base Rate" shall mean, with respect to any Monthly Period, the
annualized percentage equivalent of a fraction, the numerator of which is
equal to the sum of the Class A Monthly Interest, the Class B Monthly
Interest, the Collateral Minimum Monthly Interest and the Monthly Servicing
Fee with respect to the related Distribution Date and the denominator of
which is the Investor Amount as of the last day of the preceding Monthly
Period.
"Class A Additional Interest" shall have the meaning specified in
subsection 4.2(a).
"Class A Available Funds" shall mean, with respect to any Monthly
Period, an amount equal to the sum of (a) the Class A Floating Percentage of
the Collections of Finance Charge Receivables allocated to Series 1999-C
(including any amounts that are to be treated as Collections of Finance
Charge Receivables in accordance with the Agreement) and (b) the amount of
Principal Funding Investment Proceeds, if any, with respect to such
Distribution Date and (c) the amount of funds, if any, to be withdrawn from
the Reserve Account which, pursuant to Section 4.14, are required to be
included in Class A Available Funds with respect to such Distribution Date.
"Class A Certificate Rate" shall mean 6.90% per annum.
"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 Seller 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 October
2004 Distribution Date.
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"Class A Floating Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is equal to the Class A
Invested Amount as of the close of business on the last day of the preceding
Monthly Period and the denominator of which is equal to the Invested Amount
as of such day; provided, however, that with respect to the first Monthly
Period, the Class A Floating Percentage shall mean the percentage equivalent
of a fraction, the numerator of which is the Class A Initial Invested Amount
and the denominator of which is the Initial Invested Amount.
"Class A Initial Invested Amount" shall mean $252,750,000.
"Class A Interest Shortfall" shall have the meaning specified in
subsection 4.2(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 aggregate amount of principal payments made to the Class A
Certificateholders on or prior to such date, minus (c) the excess, if any, of
the aggregate amount of Class A Investor Charge-Offs for all prior
Distribution Dates over the aggregate amount of Class A Investor Charge-Offs
reimbursed pursuant to subsection 4.6(a) prior to such date minus (d) the
Principal Funding Account Balance (but not in excess of the Class A Initial
Invested Amount) on such date.
"Class A Investor Amount" shall mean, on any date of
determination, an amount equal to the sum of (a) the Class A Invested Amount
and (b) the Principal Funding Account Balance (but not in excess of the Class
A Initial Invested Amount).
"Class A Investor Charge-Off" shall have the meaning specified in
Section 4.6(a).
"Class A Investor Default Amount" shall mean, with respect to
each Distribution Date, an amount equal to the product of (i) the Investor
Default Amount for the related Monthly Period and (ii) the Class A Floating
Percentage for such Monthly Period.
"Class A Monthly Interest" shall have the meaning specified in
Section 4.2(a).
"Class A Monthly Principal" shall have the meaning specified in
Section 4.3(a).
"Class A Penalty Rate" shall mean the sum of the Class A
Certificate Rate and 2.0% per annum.
"Class A Principal Percentage" shall mean, with respect to any
Monthly Period (i) during the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of
which is the Class A Invested Amount as of the last day of the immediately
preceding Monthly Period and the denominator of which is the Invested Amount
as of such day and (ii) after the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of
which is the Class A Invested Amount as of the last day of the Revolving
Period, and the denominator of which is the Invested Amount as of such last
day; provided, however, that with respect to the first Monthly Period, the
Class A Principal Percentage shall mean the percentage equivalent of a
fraction, the
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numerator of which is the Class A Initial Invested Amount and the denominator of
which is the Initial Invested Amount.
"Class A Required Amount" shall have the meaning specified in
Section 4.4(a).
"Class A Servicing Fee" shall have the meaning specified in
Section 3.1.
"Class B Additional Interest" shall have the meaning specified in
Section 4.2(b).
"Class B Available Funds" shall mean, with respect to any Monthly
Period, an amount equal to the Class B Floating Percentage of the Collections
of Finance Charge Receivables allocated to Series 1999-C (including any
amounts that are to be treated as Collections of Finance Receivables in
accordance with the Agreement).
"Class B Certificate Rate" shall mean 7.20% per annum.
"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 Seller 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 October
2004 Distribution Date.
"Class B Floating Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is equal to the Class B
Invested Amount as of the close of business on the last day of the preceding
Monthly Period and the denominator of which is equal to the Invested Amount
as of such day; provided, however, that with respect to the first Monthly
Period, the Class B Floating Percentage shall mean the percentage equivalent
of a fraction, the numerator of which is the Class B Initial Invested Amount
and the denominator of which is the Initial Invested Amount.
"Class B Initial Invested Amount" shall mean $20,250,000.
"Class B Interest Shortfall" shall have the meaning specified in
Section 4.2(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) the aggregate amount of principal payments made to the Class B
Certificateholders on or prior to such date, minus (c) the excess, if any, of
the aggregate amount of Class B Investor Charge-Offs for all prior
Distribution Dates over the aggregate amount of any reimbursement of Class B
Investor Charge-Offs pursuant to subsection 4.6(b) for all Distribution Dates
preceding such date, minus (d) the aggregate amount of Reallocated Principal
Collections allocated on all prior Distribution Dates pursuant to Section
4.8(a) (excluding any Reallocated Principal Collections that have resulted in
a reduction in the Collateral Invested Amount pursuant to Section 4.6(c)),
minus (e) an amount equal to the amount by which the Class B Invested Amount
has been reduced on all prior Distribution Dates pursuant
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to Section 4.6(a) plus (f) the aggregate amount of Excess Spread and Excess
Finance Charges allocated and available on all prior Distribution Dates pursuant
to Section 4.7(e) for the purpose of reimbursing amounts deducted pursuant to
the foregoing clauses (c), (d) and (e); and minus (g) the positive difference,
if any, between the Principal Funding Account Balance and the Class A Investor
Amount on such date; provided, however, that the Class B Invested Amount may not
be reduced below zero.
"Class B Investor Amount" shall mean, for any date of
determination, an amount equal to the sum of (a) the Class B Invested Amount
and (b) the positive difference, if any, between the Principal Funding
Account Balance and the Class A Investor Amount on such date (such sum not to
exceed the Class B Initial Invested Amount).
"Class B Investor Charge-Off" shall have the meaning specified in
Section 4.6(b).
"Class B Investor Default Amount" shall mean, with respect to
each Distribution Date, an amount equal to the product of (i) the Investor
Default Amount for the related Monthly Period and (ii) the Class B Floating
Percentage for such Monthly Period.
"Class B Monthly Interest" shall have the meaning specified in
Section 4.2(b).
"Class B Monthly Principal" shall have the meaning specified in
Section 4.3(b).
"Class B Penalty Rate" shall mean the sum of the Class B
Certificate Rate and 2.0% per annum.
"Class B Principal Commencement Date" shall mean, the earlier to
occur of (x) the Class B Expected Final Distribution Date (but only if the
Class A Investor Amount is paid in full on such date) and (y) the Special
Payment Date on which the Class A Investor Amount is paid in full.
"Class B Principal Percentage" shall mean with respect to any
Monthly Period (i) during the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of
which is the Class B Invested Amount as of the last day of the immediately
preceding Monthly Period and the denominator of which is the Invested Amount
as of such day and (ii) after the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of
which is the Class B Invested Amount as of the last day of the Revolving
Period, and the denominator of which is the Invested Amount as of such last
day; provided, however, that with respect to the first Monthly Period, the
Class B Principal Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Class B Initial Invested Amount and
the denominator of which is the Initial Invested Amount.
"Class B Required Amount" shall have the meaning specified in
Section 4.4(b).
"Class B Servicing Fee" shall have the meaning specified in
Section 3.1.
"Closing Date" shall mean November 3, 1999.
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"Collateral Additional Interest" shall have the meaning specified
in Section 4.2(c).
"Collateral Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the Collateral Floating Percentage of the
Collections of Finance Charge Receivables allocated to Series 1999-C
(including any amounts that are to be treated as Collections of Finance
Charge Receivables in accordance with the Agreement).
"Collateral Default Amount" shall mean, with respect to each
Distribution Date, an amount equal to the product of (i) the Investor Default
Amount for the related Monthly Period and (ii) the Collateral Floating
Percentage for such Monthly Period.
"Collateral Expected Final Distribution Date" shall mean the
November 2004 Distribution Date.
"Collateral Floating Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Collateral Invested
Amount as of the close of business on the last day of the preceding Monthly
Period and the denominator of which is equal to the Invested Amount as of
such day; provided, however, that with respect to the first Monthly Period,
the Collateral Floating Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Collateral Initial Invested Amount
and the denominator of which is the Initial Invested Amount.
"Collateral Initial Invested Amount" shall mean $27,000,000
"Collateral Interest" shall mean a fractional undivided interest
in the Trust which shall consist of the right to receive, (i) to the extent
necessary to make the required payments to the Collateral Interest Holder
under this Supplement, the portion of Collections allocable thereto under the
Agreement and this Supplement, funds on deposit in the Collection Account
allocable thereto pursuant to the Agreement and this Supplement and, (ii)
amounts available for payment to the Collateral Interest Holder pursuant to
subsections 4.7(k), 4.14(e), 4.14(f), 8.1(b), 8.2(a) and 8.2(b) or any other
provision of this Supplement.
"Collateral Interest Holder" shall mean the entity so designated
in the Transfer Agreement.
"Collateral Interest Shortfall" shall have the meaning specified
in subsection 4.2(c).
"Collateral Invested Amount" shall mean, for any date of
determination, an amount equal to (a) the Collateral Initial Invested Amount,
minus (b) an amount equal to the amount by which the Collateral Invested
Amount has been reduced on all prior Distribution Dates pursuant to Section
4.6, minus (c) the aggregate amount paid pursuant to subsection 4.5(e)(iii)
prior to such date, plus (d) the aggregate amount of Excess Finance Charges
and Excess Spread allocated and available on all prior Distribution Dates
pursuant to subsection 4.7(i) for the purpose of reimbursing amounts deducted
pursuant to the foregoing clause (b); provided, however, that the Collateral
Invested Amount may not be reduced below zero.
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"Collateral Minimum Interest Rate" shall mean the rate designated
as such in the Transfer Agreement; provided, that for purposes or this
Supplement, such rate shall not exceed LIBOR plus 2.00% per annum.
"Collateral Minimum Monthly Interest" shall have the meaning
specified in Section 4.2(c).
"Collateral Monthly Principal" shall have the meaning specified
in Section 4.3(c).
"Collateral Principal Commencement Date" shall mean, the earlier
to occur of (x) the Collateral Expected Final Distribution Date (but only if
the Class A Investor Amount and the Class B Investor Amount are paid in full
on or prior to such date) and (y) the Special Payment Date on which the Class
A Investor Amount and the Class B Investor Amount are paid in full.
"Collateral Principal Percentage" shall mean, with respect to any
Monthly Period (i) during the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of
which is the Collateral Invested Amount as of the last day of the immediately
preceding Monthly Period and the denominator of which is the Invested Amount
as of such day and (ii) after the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of
which is the Collateral Invested Amount as of the last day of the Revolving
Period, and the denominator of which is the Invested Amount as of such last
day; provided, however, that with respect to the first Monthly Period, the
Collateral Principal Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Collateral Initial Invested Amount
and the denominator of which is the Initial Invested Amount.
"Collateral Servicing Fee" shall have the meaning specified in
Section 3.1.
"Controlled Accumulation Amount" shall mean (a) for any
Distribution Date with respect to the Accumulation Period, the sum of the
Class A Initial Invested Amount and the Class B Initial Invested Amount
divided by 9; provided, however, that, if the Accumulation Period is modified
pursuant to Section 4.13, (i) the Controlled Accumulation Amount for each
Distribution Date with respect to the Accumulation Period shall mean the
amount determined in accordance with Section 4.13 on the date on which the
Accumulation Period has most recently been modified and (ii) the sum of the
Controlled Accumulation Amounts for all Distribution Dates with respect to
the modified Accumulation Period shall not be less than the Initial Invested
Amount.
"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 for any Distribution Date with
respect to the Accumulation Period or the first Special Payment Date if such
Special Payment Date occurs prior to the date on which the Class A Investor
Amount is paid in full, an amount equal to the product of (i) (A) a fraction,
the numerator of which is the actual number of days in the period
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from and including the preceding Distribution Date to but excluding such
Distribution Date and the denominator of which is 360, times (B) the Class A
Certificate Rate and (ii) the Principal Funding Account Balance (but not in
excess of the Class A Initial Invested Amount), if any, as of the preceding
Distribution Date.
"Deficit Controlled Accumulation Amount" shall mean (a) on the
first Distribution Date with respect to the Accumulation Period, the excess,
if any, of the Controlled Accumulation Amount for such Distribution Date over
the amount distributed from the Collection Account as Class A Monthly
Principal and Class B Monthly Principal for such Distribution Date and (b) on
each subsequent Distribution Date with respect to the Accumulation Period,
the excess, if any, of the Controlled Deposit Amount for such subsequent
Distribution Date over the amount distributed from the Collection Account as
Class A Monthly Principal and Class B Monthly Principal for such subsequent
Distribution Date.
"Designated Maturity" shall mean, for any LIBOR Determination
Date, one month; provided, that LIBOR for the initial Interest Period will be
determined by straight-line interpolation (based on the actual number of days
in the initial Interest Period) between two rates determined in accordance
with the definition of LIBOR, one of which will be determined for a
Designated Maturity of one month and the other of which will be determined
for a Designated Maturity of two months.
"Distribution Date" shall have the meaning assigned thereto in
the Agreement, except that with respect to the Series 1999-C Certificates,
the first Distribution Date shall be December 15, 1999.
"Excess Finance Charges" shall have the meaning specified in
Section 4.9.
"Excess Spread" shall mean, with respect to any Distribution
Date, the sum of the amounts, if any, specified pursuant to Sections
4.5(a)(iv), 4.5(b)(iii) and 4.5(c)(ii) with respect to such Distribution Date.
"Finance Charge Shortfall" shall have the meaning specified in
Section 4.9.
"Fitch" shall mean Fitch IBCA, Inc., or its successors.
"Floating Allocation Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Invested Amount as
of the last day of the preceding Monthly Period (or with respect to the first
Monthly Period, the Initial Invested Amount) and the denominator of which is
the greater of (1) the sum of (x) the total amount of Principal Receivables
in the Trust at the end of the day on such date (or with respect to the first
Monthly Period, at the end of the day on the Closing Date) and (y) the
principal amount on deposit in the Excess Funding Account as of the end of
the day on such date and (2) the sum of the numerators used to calculate the
Series Percentages (as such term is defined in the Agreement) with respect to
Finance Charge Receivables or Defaulted Receivables, as applicable, for all
Series then outstanding; provided, however, that with respect to any Monthly
Period in which an Addition Date occurs and the Servicer need not make daily
deposits of Collections into the Collection Account, the
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<PAGE> 14
denominator in (x) above shall be the Average Principal Balance; provided
further, however, that with respect to any Monthly Period in which an
Addition Date occurs and the Servicer is required to make daily deposits of
Collections into the Collection Account, the denominator in (x) above shall
be (1) for the period from and including the first day of such Monthly Period
to but excluding the related Addition Date, the aggregate amount of Principal
Receivables in the Trust at the end of the day on the last day of the prior
Monthly Period and (2) for the period from and including the related Addition
Date to and including the last day of such Monthly Period, the aggregate
amount of Principal Receivables in the Trust at the end of the day on the
related Addition Date.
"Group One" shall mean Series 1994-B, Series 1995-A, Series
1995-C, Series 1995-D, Series 1995-F, Series 1995-G, Series 1996-A, Series
1996-B, Series 1996-C, Series 1996-D, Series 1996-E, Series 1998-A, Series
1999-A, Series 1999-B, Series 1999-C and each other outstanding Series
hereafter specified in the related Supplement to be included in Group One.
"Initial Invested Amount" shall mean the sum of the Class A
Initial Invested Amount, the Class B Initial Invested Amount and the
Collateral Initial Invested Amount.
"Initial Servicing Fee" shall have the meaning specified in
Section 3.1.
"Interchange" shall mean, with respect to Series 1999-C and with
respect to each Distribution Date, an amount of Interchange (as defined in
the Agreement) equal to one-twelfth of 1.25% of the outstanding balance of
the Principal Receivables allocable to Series 1999-C on the last day of the
preceding Monthly Period.
"Interest Period" shall mean, with respect to any Distribution
Date, the period from and including the Distribution Date immediately
preceding such Distribution Date (or, in the case of the first Distribution
Date, from and including the Closing Date) to but excluding such Distribution
Date.
"Invested Amount" shall mean, as of any date of determination, an
amount equal to the sum of (a) the Class A Invested Amount as of such date,
(b) the Class B Invested Amount as of such date and (c) the Collateral
Invested Amount as of such date.
"Investment Letter" shall have the meaning specified in
subsection 10.8(b).
"Investor Amount" shall mean, as of any date of determination, an
amount equal to the sum of (a) the Invested Amount and (b) the Principal
Funding Account Balance.
"Investor Charge-Offs" shall mean Class A Investor Charge-Offs
and Class B Investor Charge-Offs.
"Investor Default Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Defaulted Amount
for the related Monthly Period and (b) the Floating Allocation Percentage for
such Monthly Period.
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<PAGE> 15
"LIBOR" shall mean an interest rate per annum determined by the
Trustee for each Interest Period in accordance with the provisions of Section
4.11.
"LIBOR Determination Date" shall mean November 1, 1999 with
respect to the period from the Closing Date through December 14, 1999; and,
with respect to each Interest Period thereafter, the second London Business
Day prior to every Distribution Date on which such Interest Period begins
commencing with the December 1999 Distribution Date.
"London Business Day" shall mean a Business Day on which dealings
in deposits in United States dollars are transacted in the London interbank
market.
"Monthly Interest" means, with respect to any Distribution Date,
the Class A Monthly Interest, the Class B Monthly Interest and the Collateral
Minimum Monthly Interest for such Distribution Date.
"Monthly Servicing Fee" shall have the meaning specified in
Section 3.1.
"Net Portfolio Yield" shall mean, with respect to any Monthly
Period, the annualized percentage equivalent of a fraction, the numerator of
which is equal to (a) an amount equal to the product obtained by multiplying
the Floating Allocation Percentage with respect to such Monthly Period and
the amount of Collections of Finance Charge Receivables with respect to such
Monthly Period (including any other amounts that are to be treated as
Collections of Finance Charge Receivables in accordance with the Agreement),
plus (b) the amount of any Principal Funding Investment Proceeds for the
related Distribution Date, plus (c) the amount of funds, if any, to be
withdrawn from the Reserve Account which, pursuant to subsection 4.14(d), are
required to be deposited into the Collection Account and included in Class A
Available Funds with respect to such Distribution Date, minus (d) the
Investor Default Amount for the Distribution Date with respect to such
Monthly Period, and the denominator of which is the Investor Amount as of the
last day of the preceding Monthly Period.
"Percentage Allocation" shall have the meaning specified in
Section 4.1(b)(ii).
"Permitted Assignee" shall mean any Person who, if it were the
Collateral Interest Holder or holder of an interest in the Trust, as
applicable, would not cause the Trust to be taxable as a publicly traded
partnership for federal income tax purposes.
"Principal Allocation Percentage" shall mean, with respect to any
Monthly Period:
(a) during the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, (x) the numerator
of which is the Invested Amount as of the last day of the immediately
preceding Monthly Period (or, in the case of the first Monthly Period, the
Closing Date) and (y) the denominator of which is the greater of (i) the sum
of (A) the total amount of Principal Receivables in the Trust as of the last
day of the immediately preceding Monthly Period and (B) the principal amount
on deposit in the Excess Funding Account as of such last day (or, in the case
of the first Monthly Period, the Closing Date) and (ii) the sum of the
numerators used to calculate the Series Percentages applicable to Principal
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<PAGE> 16
Receivables for all Series outstanding as of the date as to which such
determination is being made;
(b) during the Accumulation Period or the Rapid Amortization
Period, the percentage equivalent (which percentage shall never exceed 100%)
of a fraction, (x) the numerator of which is the Invested Amount as of the
last day of the Revolving Period or, if the numerator has been reduced as
described in the first proviso below during the Accumulation Period and a
Rapid Amortization Period commences, as of the last day of the Accumulation
Period, and (y) the denominator of which is the greater of (i) the sum of (A)
the total amount of Principal Receivables in the Trust as of the last day of
the immediately preceding Monthly Period and (B) the principal amount on
deposit in the Excess Funding Account as of such last day and (ii) the sum of
the numerators used to calculate the Series Percentages applicable to
Principal Receivables for all Series outstanding as of the date as to which
such determination is being made; provided however, that during the
Accumulation Period, on any date, at the option of the Servicer, the
numerator of the Principal Allocation Percentage may be reduced below the
numerator used in the previous Monthly Period, to an amount not less than the
greater of (x) the Invested Amount as of the last day of the immediately
preceding Monthly Period (less the amount of any distributions of principal
deposited in the Principal Funding Account since the last day of the
immediately preceding Monthly Period) and (y) an amount that, if used as the
numerator of the Principal Allocation Percentage for the remainder of the
Accumulation Period, assuming for this purpose that (1) the payment rate with
respect to Collections of Principal Receivables remains constant at the level
of the immediately preceding Monthly Period, (2) the total amount of
Principal Receivables in the Trust (and the principal amount on deposit in
the Excess Funding Account, if any) remains constant at the level on the date
of such reduction, (3) no Pay Out Event with respect to any Series will
subsequently occur and (4) no additional Series (other than any Series being
issued on the date of such reduction) will be subsequently issued, would
assure that Available Investor Principal Collections for Series 1999-C would
equal at least 125% of the Controlled Accumulation Amount for each Monthly
Period for so long as the Invested Amount is greater than zero; provided
further, however, that any such reduction of the numerator of the Principal
Allocation Percentage shall be subject to the receipt by the Trustee of an
Officer's Certificate of the Servicer to the effect that the Servicer does
not expect that the Available Investor Principal Collections for any Monthly
Period would be less than the Controlled Accumulation Amount; provided
further, however that with respect to any Monthly Period in which an Addition
Date occurs and the Servicer need not make daily deposits of Collections into
the Collection Account, the amount in clause (y) (i) of paragraphs (a) and
(b) above shall be the Average Principal Balance; provided further, however,
that with respect to any Monthly Period in which an Addition Date occurs and
the Servicer is required to make daily deposits of Collections into the
Collection Account, the amount in clause (y) (i) of paragraphs (a) and (b)
above shall be (1) for the period from and including the first day of such
Monthly Period to but excluding the related Addition Date, the sum of (x) the
aggregate amount of Principal Receivables in the Trust at the end of the day
on the last day of the prior Monthly Period and (y) the principal amount on
deposit in the Excess Funding Account as of such last day and (2) for the
period from and including the related Addition Date to and including the last
day of such Monthly Period, the sum of (x) the aggregate amount of Principal
Receivables in the Trust at the end of the day on the related Addition Date
and (y) the principal amount on deposit in the Excess Funding Account at the
end of the day on the related Addition Date.
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<PAGE> 17
"Principal Funding Account" shall have the meaning set forth in
subsection 4.12(a)(i).
"Principal Funding Account Balance" shall mean, with respect to
any date of determination during the Accumulation Period, the principal
amount, if any, on deposit in the Principal Funding Account on such date of
determination.
"Principal Funding Investment Proceeds" shall have the meaning
specified in subsection 4.12(a)(ii).
"Principal Shortfall" shall have the meaning specified in Section
4.10.
"Rapid Amortization Period" shall mean, (a) if on the day on
which a Trust Pay Out Event or a Series 1999-C Pay Out Event is deemed to
have occurred the Servicer need not make daily deposits into or withdrawals
from the Collection Account pursuant to Section 4.03(a) of the Agreement, the
period commencing at the close of business on the Business Day immediately
preceding the first day of the Monthly Period in which such Trust Pay Out
Event or Series 1999-C Pay Out Event is deemed to have occurred or (b)
otherwise, the period commencing at the close of business on the Business Day
immediately preceding the day on which a Trust Pay Out Event or a Series
1999-C Pay Out Event is deemed to have occurred, and ending on the first to
occur of (i) the payment in full to the Class A Certificateholders and the
Class B Certificateholders of the Class A Investor Amount and the Class B
Investor Amount, respectively, and the payment in full to the Collateral
Interest Holder of the Collateral Invested Amount, or (ii) the Series
Termination Date.
"Reallocated Principal Collections" shall mean, with respect to
any Monthly Period, the product of (a) the Principal Allocation Percentage
with respect to such Monthly Period, (b) the aggregate amount of Collections
in respect of Principal Receivables for such Monthly Period and (c) the sum
of the Class B Principal Percentage and the Collateral Principal Percentage
with respect to such Monthly Period. Reallocated Principal Collections
allocable to the Class B Certificates shall equal, with respect to any
Monthly Period, the product of (a) the Principal Allocation Percentage with
respect to such Monthly Period of the aggregate amount of Collections in
respect of Principal Receivables deposited in the Collection Account for such
Monthly Period and (b) the Class B Principal Percentage with respect to such
Monthly Period. Reallocated Principal Collections allocable to the
Collateral Interest shall equal, with respect to any Monthly Period, the
product of (a) the Principal Allocation Percentage with respect to such
Monthly Period of the aggregate amount of Collections in respect of Principal
Receivables deposited in the Collection Account for such Monthly Period and
(b) the Collateral Principal Percentage with respect to such Monthly Period.
In no event will the Collections of Principal Receivables allocable to the
Collateral Interest on any Distribution Date exceed the Collateral Invested
Amount on such Distribution Date and in no event will the Collections of
Principal Receivables allocable to the Class B Certificates on any
Distribution Date exceed the Class B Invested Amount.
"Reassignment Amount" shall mean, with respect to any
Distribution Date, after giving effect to any deposits and distributions
otherwise to be made on such Distribution Date, the sum of (i) the Invested
Amount on such Distribution Date, plus (ii) Monthly Interest for such
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<PAGE> 18
Distribution Date and any Monthly Interest previously due but not distributed
to the Series 1999-C Holders on a prior Distribution Date, plus (iii) the
amount of Additional Interest, if any, for such Distribution Date and any
Additional Interest previously due but not distributed to the Series 1999-C
Holders on a prior Distribution Date.
"Reference Banks" shall mean Barclays Bank plc, National
Westminster Bank PLC and Lloyds Bank of London or such other major banks in
the London interbank market selected by the Servicer from time to time.
"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) the product of
(i) 0.5% of the Class A Investor Amount as of the preceding Distribution Date
(after giving effect to all changes therein on such date) and (ii) a
fraction, the numerator of which is the number of Monthly Periods scheduled
to be included in the Accumulation Period as of such date and the denominator
of which is nine (except that if such numerator is one, the Required Reserve
Account Amount determined pursuant to this clause (a) shall be $0) or (b) any
other amount designated by the Seller, provided that, if such designation is
of a lesser amount, the Seller (i) shall have received written notice from
each Rating Agency that such designation will not result in the reduction or
withdrawal of the rating of the Series 1999-C Certificates and shall have
delivered copies of each such written notice to the Servicer and the Trustee,
and (ii) shall have delivered to the Trustee a certificate of an authorized
officer to the effect that, based on the facts known to such officer at such
time, in the reasonable belief of the Seller, such designation will not cause
a Pay Out Event or an event that, after the giving of notice or the lapse of
time, would cause a Pay Out Event, to occur with respect to Series 1999-C.
"Reserve Account" shall have the meaning specified in Section
4.14(a).
"Reserve Account Funding Date" shall mean the Distribution Date
with respect to the Monthly Period which commences three months prior to the
Monthly Period in which, as of the related Determination Date, the
Accumulation Period is scheduled to commence.
"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
4.14(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 Accumulation Period and (b) the close of
business on the day preceding the commencement of the Rapid Amortization
Period.
"Series Invested Amount" shall mean the Invested Amount.
"Series Investor Amount" shall mean, as of any date of
determination, an amount equal to the numerator of the Principal Allocation
Percentage on such date.
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<PAGE> 19
"Series 1999-C" shall mean the Series of Investor Certificates,
the terms of which are specified in this Supplement and shall include the
Class A Certificates, the Class B Certificates and the Collateral Interest.
"Series 1999-C Certificate" shall mean a Class A Certificate or a
Class B Certificate.
"Series 1999-C Certificateholder" shall mean a Class A
Certificateholder or a Class B Certificateholder.
"Series 1999-C Holder" shall mean a Class A Certificateholder, a
Class B Certificateholder or the Collateral Interest Holder.
"Series 1999-C Pay Out Event" shall have the meaning specified in
Section 6.1.
"Series 1999-C Supplement" shall mean this Supplement.
"Series Percentage" shall mean with respect to Finance Charge
Receivables and Defaulted Receivables, the Floating Allocation Percentage,
and with respect to Principal Receivables, the Principal Allocation
Percentage.
"Series Termination Date" shall mean the earlier to occur of (i)
the April 2007 Distribution Date and (ii) the termination of the Trust
pursuant to Section 12.01 of the Agreement.
"Servicing Base Amount" shall have the meaning specified in
Section 3.1.
"Servicing Fee Rate" shall mean 2.0%.
"Special Payment Date" shall mean each Distribution Date with
respect to the Rapid Amortization Period.
"Telerate Page 3750" shall mean the display page currently so
designated on the Dow Jones Telerate Service (or such other page as may
replace such page on such service for the purpose of displaying comparable
rates or prices).
"Transfer" shall have the meaning specified in subsection 10.8(a).
"Transfer Agreement" shall mean the agreement between Fleet (RI)
and the Collateral Interest Holder, dated as of November 3, 1999, as amended
or modified from time to time, relating to the transfer of the Collateral
Interest.
(b) Notwithstanding anything to the contrary in this Supplement
or the Agreement, the term "Rating Agency" shall mean, whenever used in this
Supplement or the Agreement with respect to Series 1999-C, Moody's, Standard
& Poor's and Fitch; provided, however, that references to "Rating Agency" in
the definition of "Eligible Investments" shall be deemed to not include Fitch
to the extent that an investment is rated by Moody's and Standard &
15
<PAGE> 20
Poor's, but not by Fitch. Reference to rating categories of Moody's and
Standard & Poor's in the Agreement shall be deemed to be references to the
equivalent rating categories of Fitch.
(c) All capitalized terms used herein and not otherwise defined
herein have the meanings ascribed to them in the Agreement.
(d) The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Supplement shall refer to this Supplement as
a whole and not to any particular provision of this Supplement; references to
any Article, Section or Exhibit are references to Articles, Sections and
Exhibits in or to this Supplement unless otherwise specified; and the term
"including" means "including without limitation."
(e) Unless the context otherwise requires, references in this
Supplement to the "Seller" and from and after the date any Additional Seller
is designated pursuant to Section 2.08(e) of the Agreement, such references
shall mean the Bank in its capacity as Seller and any such Additional
Seller(s).
ARTICLE III
Servicer and Trustee
Section 3.1 Servicing Compensation.
The share of the Servicing Fee allocable to the Series 1999-C
Holders with respect to any Distribution Date (the "Monthly Servicing Fee"),
shall be equal to one-twelfth the product of (i) the Servicing Fee Rate and
(ii) the Invested Amount, if any, as of the last day of the Monthly Period
preceding such Distribution Date (the amount calculated pursuant to this
clause (ii) is referred to as the "Servicing Base Amount"); provided,
however, with respect to the September 1999 Distribution Date, the Monthly
Servicing Fee (the "Initial Servicing Fee") shall be $187,500.
The share of the Monthly Servicing Fee allocable to the Class A
Certificateholders with respect to any Distribution Date (the "Class A
Servicing Fee"), shall be equal to one-twelfth of the product of (a) the
Class A Floating Percentage, (b) the Servicing Fee Rate and (c) the Servicing
Base Amount; provided, however, that with respect to the December 1999
Distribution Date, the Class A Servicing Fee shall be $157,969. The share of
the Monthly Servicing Fee allocable to the Class B Certificateholders with
respect to any Distribution Date (the "Class B Servicing Fee"), shall be
equal to one-twelfth of the product of (a) the Class B Floating Percentage,
(b) the Servicing Fee Rate and (c) the Servicing Base Amount; provided,
however, that with respect to the December 1999 Distribution Date, the Class
B Servicing Fee shall be $12,656. The share of the Monthly Servicing Fee
allocable to the Collateral Interest Holder with respect to any Distribution
Date (the "Collateral Servicing Fee"), shall be equal to one-twelfth of the
product of (a) the Collateral Floating Percentage, (b) the Servicing Fee Rate
and (c) the Servicing Base Amount; provided, however, that with respect to
the December 1999 Distribution Date, the Collateral Servicing Fee shall be
$16,875. In no event shall the Trust, the Trustee, or the Series 1999-C
Holders be liable for the share of the Servicing Fee to be paid by the
Holders of the Seller Certificates or the Certificateholders of any other
Series. The Class A
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<PAGE> 21
Servicing Fee shall be payable to the Servicer solely to the extent amounts
are available for distribution in respect thereof pursuant to Section
4.5(a)(ii), 4.7(a) or 4.8(a); the Class B Servicing Fee shall be payable
solely to the extent amounts are available for distribution in respect
thereof pursuant to Section 4.5(b)(ii), 4.7(c) or 4.8(b); and the Collateral
Servicing Fee shall be payable solely to the extent amounts are available for
distribution in respect thereof pursuant to Section 4.5(c)(i) or 4.7(g).
ARTICLE IV
Rights of Series 1999-C Certificateholders and Collateral Interest
Holder and Allocation and Application of Collections
Section 4.1 Collections and Allocations. The Servicer will
apply, or will instruct the Trustee in writing to apply, all Collections and
other funds on deposit in the Collection Account that are allocated to the
Series 1999-C Holders as follows:
(a) Allocations During the Revolving Period. During the
Revolving Period, the Servicer shall, on or prior to the close of business on
the second Business Day following any Date of Processing, allocate the
following amounts as set forth below:
(i) Allocate to the Series 1999-C Holders the product of
(x) the Floating Allocation Percentage on such Date of Processing
and (y) the aggregate amount of Collections of Finance Charge
Receivables on such Date of Processing, and of that allocation,
deposit and retain in the Collection Account (A) prior to the
LIBOR Determination Date occurring in such Monthly Period, an
amount equal to the product of (v) the Floating Allocation
Percentage on such Date of Processing and (w) the aggregate
amount of Collections of Finance Charge Receivables on such Date
of Processing and (B) on and after such LIBOR Determination Date,
the difference between (1) Monthly Interest for the related
Distribution Date (plus, if the Bank is not the Servicer, the
Monthly Servicing Fee for such Monthly Period) and (2) the
amounts previously deposited in the Collection Account with
respect to such Monthly Period pursuant to this subsection (a)(i);
(ii) Allocate to the Series 1999-C Holders an amount equal
to the product of (A) the Principal Allocation Percentage on such
Date of Processing and (B) the aggregate amount of Collections of
Principal Receivables on such Date of Processing, which amount
shall be first, if any other Principal Sharing Series in Group
One is outstanding and in its Amortization Period or Accumulation
Period (as such terms are defined in the Agreement), retained in
the Collection Account for application, to the extent necessary,
as Shared Principal Collections in accordance with Section 4.04
of the Agreement to other Series in Group One on the related
Distribution Date, and second paid to the Holders of the Seller
Certificates; provided, however, that the amount to be paid to
the Holders of the Seller Certificates pursuant to this Section
4.1(a)(ii) on any Date of Processing shall be paid to such
Holders only if the Seller Amount on such Date
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<PAGE> 22
of Processing is greater than the Required Seller Amount (after
giving effect to all Principal Receivables transferred to the Trust
on such day and any amounts deposited in the Excess Funding Account
on such day) and otherwise shall be deposited in the Excess Funding
Account until the Seller Amount is greater than the Required Seller
Amount and applied in accordance with Section 4.02 of the Agreement
and the remainder shall be paid to the Holders of the Seller
Certificates.
(b) Allocations During the Accumulation Period. During the
Accumulation Period, the Servicer shall, prior to the close of business on
the second Business Day following any Date of Processing, allocate the
following amounts as set forth below:
(i) Allocate to the Series 1999-C Holders and deposit and
retain in the Collection Account an amount equal to the product
of (A) the Floating Allocation Percentage on such Date of
Processing and (B) the aggregate amount of Collections of Finance
Charge Receivables on such Date of Processing.
(ii) Allocate to the Series 1999-C Holders and deposit and
retain in the Collection Account an amount equal to the product
of (x) the Principal Allocation Percentage on such Date of
Processing and (y) the aggregate amount of Collections of
Principal Receivables on such Date of Processing (for any such
date, a "Percentage Allocation"); provided, however, that if the
sum of such Percentage Allocations with respect to the same
Monthly Period exceeds the Controlled Deposit Amount for the
related Distribution Date, then such excess shall not be treated
as a Percentage Allocation and shall be first, if any other
Principal Sharing Series in Group One is outstanding and in its
Amortization Period or Accumulation Period (as such terms are
defined in the Agreement), retained in the Collection Account for
application, to the extent necessary, as Shared Principal
Collections in accordance with Section 4.04 of the Agreement to
other Series in Group One on the related Distribution Date, and
second paid to the Holders of the Seller Certificates only if the
Seller Amount on such Date of Processing is greater than the
Required Seller Amount (after giving effect to all Principal
Receivables transferred to the Trust on such day and any amounts
deposited in the Excess Funding Account on such day) and
otherwise shall be deposited in the Excess Funding Account until
the Seller Amount is greater than the Required Seller Amount and
applied in accordance with Section 4.02 of the Agreement and the
remainder shall be paid to the Holders of the Seller Certificates.
(c) Allocations During the Rapid Amortization Period. During
the Rapid Amortization Period, the Servicer shall, prior to the close of
business on the second Business Day following any Date of Processing,
allocate the following amounts as set forth below:
(i) Allocate to the Series 1999-C Holders and deposit and
retain in the Collection Account an amount equal to the product
of (A) the Floating Allocation Percentage on such Date of
Processing and (B) the aggregate amount of Collections of Finance
Charge Receivables on such Date of Processing.
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<PAGE> 23
(ii) Allocate to the Series 1999-C Holders and deposit and
retain in the Collection Account an amount equal to the product
of (A) the Principal Allocation Percentage on such Date of
Processing and (B) the aggregate amount of Collections of
Principal Receivables on such Date of Processing; provided,
however, that after the date on which an amount of such
Collections equal to the Invested Amount has been deposited into
the Collection Account and allocated to the Series 1999-C
Holders, the amount determined in accordance with this
subparagraph (ii) in excess thereof shall be first, if any other
Principal Sharing Series in Group One is outstanding and in its
Amortization Period or Accumulation Period (as such terms are
defined in the Agreement), retained in the Collection Account for
application, to the extent necessary, as Shared Principal
Collections in accordance with Section 4.04 of the Agreement to
other Series in Group One on the related Distribution Date, and
second paid to the Holders of the Seller Certificates only if the
Seller Amount on such Date of Processing is greater than the
Required Seller Amount (after giving effect to all Principal
Receivables transferred to the Trust on such day and any amounts
deposited in the Excess Funding Account on such day) and
otherwise shall be deposited in the Excess Funding Account until
the Seller Amount is greater than the Required Seller Amount and
applied in accordance with Section 4.02 of the Agreement and the
remainder shall be paid to the Holders of the Seller Certificates.
(d) Notwithstanding anything to the contrary in this Section
4.1, if on any Date of Processing the aggregate amount of Principal
Receivables is less than the sum of the Series Investor Amounts for all
Series outstanding, all Collections of Principal Receivables on such date
that are otherwise payable to the Holders of the Seller Certificates shall,
unless such Collections are to be retained in the Collection Account, be
deposited in the Excess Funding Account and applied in accordance with
Section 4.02 of the Agreement.
(e) Notwithstanding the foregoing, the Servicer need not make
daily deposits of Collections into the Collection Account at any time when
the requirements of Section 4.03 of the Agreement are satisfied.
Section 4.2 Determination of Monthly Interest.
(a) The amount of monthly interest ("Class A Monthly Interest")
distributable from the Collection Account with respect to the Class A
Certificates on each Distribution Date shall be an amount equal to
one-twelfth of the product of (i) the Class A Certificate Rate and (ii) the
outstanding principal amount of the Class A Certificates as of the close of
business on the preceding Record Date; provided, however, with respect to the
December 1999 Distribution Date, Class A Monthly Interest shall be equal to
$2,034,638.
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, on each
subsequent Distribution Date until such Class A Interest Shortfall is fully
paid, an additional amount ("Class A Additional
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Interest") equal to one-twelfth of the product of (i) the Class A Penalty
Rate and (ii) such Class A Interest Shortfall (or the portion thereof which
has not been paid to the Class A Certificateholders) shall be payable as
provided herein with respect to the Class A Certificates. Notwithstanding
anything to the contrary herein, Class A Additional Interest shall be payable
or distributed to Class A Certificateholders only to the extent permitted by
applicable law.
(b) The amount of monthly interest ("Class B Monthly Interest")
distributable from the Collection Account with respect to the Class B
Certificates on each Distribution Date shall be an amount equal to
one-twelfth of the product of (i) the Class B Certificate Rate and (ii) the
outstanding principal amount of the Class B Certificates as of the close of
business on the preceding Record Date; provided, however, with respect to the
December 1999 Distribution Date, Class B Monthly Interest shall be equal to
$170,100.
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, on each
subsequent Distribution Date until such Class B Interest Shortfall is fully
paid, an additional amount ("Class B Additional Interest") equal to
one-twelfth of the product of (i) the Class B Penalty Rate and (ii) such
Class B Interest Shortfall (or the portion thereof which has not been paid to
the Class B Certificateholders) shall be payable as provided herein with
respect to the Class B Certificates. 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 Minimum Monthly
Interest") distributable from the Collection Account with respect to the
Collateral Interest on each Distribution Date shall be an amount equal to the
product of (i) a fraction, the numerator of which is the actual number of
days in the related Interest Period and the denominator of which is 360,
times (B) the Collateral Minimum Interest Rate and (ii) the outstanding
principal amount of the Collateral Interest as of the close of business on
the preceding Record Date; provided, however, with respect to the December
1999 Distribution Date, the Collateral Minimum Monthly Interest shall be
equal to the interest accrued on the Collateral Initial Invested Amount at
the applicable Collateral Minimum Interest Rate for the period from the
Closing Date through December 14, 1999 (calculated on the basis of the actual
number of days in such period and a year of 360 days).
On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Collateral Interest
Shortfall"), of (x) the Collateral Minimum Monthly Interest for such
Distribution Date over (y) the aggregate amount of funds allocated and
available to pay such Collateral Minimum Monthly Interest on such
Distribution Date. If the Collateral Interest Shortfall with respect to any
Distribution Date is greater than zero, on each subsequent Distribution Date
until such Collateral Interest Shortfall is fully paid, an additional amount
("Collateral Additional Interest") equal to the product of (i) (A) a
fraction, the numerator of which is the actual number of days from and
including the Distribution Date on which there is a shortfall to but
excluding such subsequent Distribution Date and the denominator of which is
360, times (B) the Collateral Minimum Interest Rate and (ii) such Collateral
Interest Shortfall (or
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the portion thereof which has not been paid to the Collateral Interest
Holder) shall be payable as provided herein with respect to the Collateral
Interest. Notwithstanding anything to the contrary herein, Collateral
Additional Interest shall be payable or distributed to the Collateral
Interest Holder only to the extent permitted by applicable law.
Section 4.3 Determination of Monthly Principal.
(a) The amount of monthly principal ("Class A Monthly
Principal") distributable from the Collection Account with respect to the
Class A Certificates on each Distribution Date, beginning with the first
Distribution Date with respect to the Accumulation Period or the Rapid
Amortization Period, shall be equal to the least of (x) the Available
Investor Principal Collections on deposit in the Collection Account with
respect to such Distribution Date, (y) for each Distribution Date with
respect to the Accumulation Period (and on or prior to the Class A Expected
Final Distribution Date), the Controlled Deposit Amount for such Distribution
Date and (z) the Class A Invested Amount on such Distribution Date.
(b) The amount of monthly principal ("Class B Monthly
Principal") distributable from the Collection Account with respect to the
Class B Certificates on each Distribution Date, beginning with the first
Distribution Date with respect to the Accumulation Period on which the full
amount of the Class A Investor Amount is on deposit in the Principal Funding
Account or has been paid to the Class A Certificateholders or, if earlier,
the first Special Payment Date on which the Class A Investor Amount is paid
in full, shall be equal to the least of (x) the Available Investor Principal
Collections on deposit in the Collection Account with respect to such
Distribution Date (minus the portion of such Available Investor Principal
Collections applied to Class A Monthly Principal on such Distribution Date),
(y) for each Distribution Date with respect to the Accumulation Period (and
on or prior to the Class B Expected Final Distribution Date), the Controlled
Deposit Amount for such Distribution Date (minus the portion of such
Controlled Deposit Amount for such Distribution Date applied to Class A
Monthly Principal on such Distribution Date) and (z) the Class B Invested
Amount on such Distribution Date.
(c) The amount of monthly principal ("Collateral Monthly
Principal") distributable from the Collection Account with respect to the
Collateral Interest on each Distribution Date, beginning with the Collateral
Principal Commencement Date, shall be equal to the lesser of (x) the
Available Investor Principal Collections on deposit in the Collection Account
with respect to such Distribution Date (minus the portion of such Available
Investor Principal Collections applied to Class A Monthly Principal and Class
B Monthly Principal on such Distribution Date), and (y) the Collateral
Invested Amount on such Distribution Date.
Section 4.4 Required Amount.
(a) With respect to each Distribution Date, on the related
Determination Date, the Servicer shall determine the amount (the "Class A
Required Amount"), if any, by which (a) the sum of (i) Class A Monthly
Interest for such Distribution Date, (ii) any Class A Monthly Interest
previously due but not paid to the Class A Certificateholders on a prior
Distribution Date, (iii) any Class A Additional Interest for such
Distribution Date and any Class A Additional Interest previously due but not
paid to the Class A Certificateholders on a prior Distribution
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<PAGE> 26
Date, (iv) the Class A Servicing Fee for such Distribution Date, (v) any
Class A Servicing Fee previously due but not paid to the Servicer and (vi)
the Class A Investor Default Amount, if any, for such Distribution Date
exceeds (b) the Class A Available Funds. In the event that the Class A
Required Amount for such Distribution Date is greater than zero, all or a
portion of the Excess Spread and the Excess Finance Charges allocable to
Series 1999-C with respect to the related Monthly 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 4.7(a). In the event that the Class A Required Amount for such
Distribution Date exceeds the amount of Excess Spread and the amount of
Excess Finance Charges allocable to Series 1999-C with respect to the related
Monthly Period, all or a portion of the Reallocated Principal Collections
with respect to such Monthly Period in an amount equal to such excess shall
be distributed from the Collection Account on such Distribution Date pursuant
to Section 4.8(a).
(b) With respect to each Distribution Date on the related
Determination Date, the Servicer shall determine the amount (the "Class B
Required Amount"), equal to the sum of (I) the amount if any, by which (a)
the sum of (i) Class B Monthly Interest for such Distribution Date, (ii) any
Class B Monthly Interest previously due but not paid to the Class B
Certificateholders on a prior Distribution Date, (iii) any Class B Additional
Interest for such Distribution Date and any Class B Additional Interest
previously due but not paid to the Class B Certificateholders on a prior
Distribution Date, (iv) the Class B Servicing Fee for such Distribution Date
and (v) any Class B Servicing Fee previously due but not paid to the Servicer
exceeds (b) the Class B Available Funds, plus (II) the Class B Investor
Default Amount for such Distribution Date. In the event that the Class B
Required Amount for such Distribution Date is greater than zero, all or a
portion of Excess Spread and the Excess Finance Charges allocable to Series
1999-C (other than Excess Spread and Excess Finance Charges applied pursuant
to Sections 4.7(a) and (b) with respect to such Distribution Date) with
respect to the related Monthly Period 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 Excess Spread and Excess Finance
Charges allocated to Series 1999-C with respect to the related Monthly Period
and available to fund the Class B Required Amount as provided in the
preceding sentence, all or a portion of the Reallocated Principal Collections
allocable to the Collateral Invested Amount available therefor with respect
to such Monthly Period in an amount equal to such excess shall be distributed
from the Collection Account on such Distribution Date pursuant to Section
4.8(b).
Section 4.5 Application of Class A Available Funds, Class B
Available Funds, Collateral Available Funds and Available Investor Principal
Collections. The Servicer shall apply or shall direct the Trustee in writing
to apply, on each Distribution Date, Class A Available Funds, Class B
Available Funds, Collateral Available Funds and Available Investor Principal
Collections for the Monthly Period with respect to such Distribution Date to
make the following distributions:
(a) On each Distribution Date, an amount equal to the Class A
Available Funds with respect to such Distribution Date will be distributed in
the following priority:
(i) an amount equal to Class A Monthly Interest for such
Distribution Date, plus the amount of any Class A Monthly
Interest previously due but not distributed to the Class A
Certificateholders on a prior Distribution Date, plus the
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amount of any Class A Additional Interest for such Distribution
Date and any Class A Additional Interest previously due but not
distributed to the Class A Certificateholders on a prior
Distribution Date, shall be distributed to the Paying Agent for
payment to the Class A Certificateholders;
(ii) an amount equal to 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 Available Investor Principal Collections 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
4.7.
(b) On each Distribution Date, an amount equal to the Class B
Available Funds with respect to such Distribution Date will be distributed 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 distributed to 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
distributed to the Class B Certificateholders on a prior
Distribution Date, shall be distributed to the Paying Agent for
payment 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
4.7.
(c) On each Distribution Date, an amount equal to the
Collateral Available Funds with respect to such Distribution Date will be
distributed in the following priority:
(i) if the Bank or the Trustee is no longer the Servicer,
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
4.7.
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(d) On each Distribution Date with respect to the Revolving
Period, an amount equal to the Available Investor Principal Collections for
the related Monthly Period shall be treated as Shared Principal Collections
and applied in accordance with Section 4.04 of the Agreement.
(e) On each Distribution Date with respect to the Accumulation
Period, or the Rapid Amortization Period, an amount equal to the Available
Investor Principal Collections for the related Monthly Period will be
distributed in the following priority:
(i) an amount equal to Class A Monthly Principal for such
Distribution Date, up to the Class A Invested Amount on such
Distribution Date, shall be deposited in the Principal Funding
Account for payment to the Class A Certificateholders by the
Paying Agent in accordance with Section 5.1(b) on each
Distribution Date beginning on the earlier to occur of the Class
A Expected Final Distribution Date or the first Special Payment
Date;
(ii) after giving effect to the distribution referred to
in clause (i) above, an amount equal to Class B Monthly Principal
for such Distribution Date, up to the Class B Invested Amount on
such Distribution Date, shall be deposited in the Principal
Funding Account for payment to the Class B Certificateholders by
the Paying Agent in accordance with subsection 5.1(d) on each
Distribution Date beginning on the Class B Principal Commencement
Date;
(iii) after giving effect to the distributions referred to
in clauses (i) and (ii) above, an amount equal to Collateral
Monthly Principal for such Distribution Date, up to the
Collateral Invested Amount for such Distribution Date shall be
distributed to the Collateral Interest Holder in accordance with
subsection 5.1(e) on each Distribution Date beginning on the
Collateral Principal Commencement Date; and
(iv) for each Distribution Date, after giving effect to
the distributions referred to in clauses (i), (ii) and (iii)
above, an amount equal to the balance, if any, of such Available
Investor Principal Collections then on deposit in the Collection
Account shall be treated as Shared Principal Collections and
applied in accordance with Section 4.04 of the Agreement.
Section 4.6 Defaulted Amounts; Investor Charge-Offs.
(a) On each Determination Date, the Servicer shall calculate
the Class A Investor Default Amount, if any, for the related Distribution
Date. If, on any Distribution Date, the Class A Required Amount for the
related Monthly Period exceeds the sum of (x) the amount of Reallocated
Principal Collections with respect to such Monthly Period and (y) the amount
of Excess Spread and the Excess Finance Charges allocable to Series 1999-C
with respect to such Distribution Date, the Collateral Invested 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 sum
of the amount of Reallocated Principal Collections and Excess Spread and
Excess Finance Charges used to fund the Class A Investor Default Amount for
such
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<PAGE> 29
Distribution Date. In the event that such reduction would cause the
Collateral Invested Amount to be a negative number, the Collateral Invested
Amount shall be reduced to zero and the Class B Invested Amount shall be
reduced by the amount by which the Collateral Invested Amount would have been
reduced below zero, but not by more than the excess, if any, of the Class A
Investor Default Amount for such Distribution Date over the sum of the amount
of such reduction, if any, of the Collateral Invested Amount with respect to
such Distribution Date and the amount of Reallocated Principal Collections
and Excess Spread and Excess Finance Charges used to fund the Class A
Investor Default Amount for such Distribution Date. 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, but not by more than the excess,
if any, of the Class A Investor Default Amount for such Distribution Date
over the sum of the aggregate amount of the reductions, if any, of the
Collateral Invested Amount and the Class B Invested Amount for such
Distribution Date and the amount of Reallocated Principal Collections and
Excess Spread and Excess Finance Charges used to fund the Class A Investor
Default Amount for such Distribution Date (a "Class A Investor Charge-Off").
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 Charges allocated and available
for that purpose pursuant to Section 4.7(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 Excess Spread and Excess Finance
Charges allocated to Series 1999-C with respect to the related Monthly Period
which are not used to fund the Class A Required Amount and Class A Investor
Charge-Offs on the related Distribution Date and (y) the amount of
Reallocated Principal Collections which are available to fund the Class B
Required Amount on such Distribution Date pursuant to Section 4.8(b), then
the Collateral Invested Amount 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 sum of the amount of Reallocated Principal
Collections and Excess Spread and Excess Finance Charges used to fund the
Class B Investor Default Amount for such Distribution Date. In the event
that such reduction would cause the Collateral Invested Amount to be a
negative number, the Collateral Invested Amount shall be reduced to zero, and
the Class B Invested Amount shall be reduced by the amount by which the
Collateral Invested Amount would have been reduced below zero, but not by
more than the excess, if any, of the Class B Investor Default Amount for such
Distribution Date over the sum of the amount of such reduction, if any, of
the Collateral Invested Amount with respect to such Distribution Date and the
amount of Reallocated Principal Collections and Excess Spread and Excess
Finance Charges used to fund the Class B Investor Default Amount for such
Distribution Date (a "Class B Investor Charge-Off"). 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 Charges allocated and available for that purpose
pursuant to subsection 4.7(e).
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(c) If, on any Distribution Date, Reallocated Principal
Collections for such Distribution Date are applied pursuant to Section 4.8(a)
or (b), the Collateral Invested Amount shall be reduced by the amount of such
Reallocated Principal Collections. In the event that such reduction would
cause the Collateral Invested Amount to be a negative number, the Collateral
Invested Amount shall be reduced to zero, and the Class B Invested Amount
shall be reduced by the amount by which the Collateral Invested Amount would
have been reduced below zero.
(d) If, on any Distribution Date, the Collateral Default Amount
exceeds the amount of Excess Spread and Excess Finance Charges available to
fund the Collateral Default Amount pursuant to subsection 4.7(h) on such
Distribution Date, then the Collateral Invested Amount shall be reduced by
the amount of such excess; provided, however, that the Collateral Invested
Amount shall not be reduced below zero.
Section 4.7 Excess Spread; Excess Finance Charges. The Servicer
shall apply or shall direct the Trustee in writing to apply, on each
Distribution Date, Excess Spread and Excess Finance Charges allocated to
Series 1999-C with respect to the related Monthly 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 4.5(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 as provided in Section
4.6(a) (after giving effect to the allocation on such Distribution Date of
any amount for that purpose pursuant to Section 4.6(a)) shall be treated as a
portion of Available Investor Principal Collections 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 4.5(b)(i) and (ii), in that order of
priority;
(d) an amount equal to the Class B Investor Default Amount for
such Distribution Date shall be treated as a portion of Available Investor
Principal Collections 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 (c), (d) and (e) of
the definition of "Class B Invested Amount" in Section 2.1 of this Supplement
(but not in excess of the aggregate amount of such reductions which have not
been previously reimbursed) shall be treated as a portion of Available
Investor Principal Collections for such Distribution Date;
(f) an amount equal to the Collateral Minimum Monthly Interest
for such Distribution Date, plus the amount of any Collateral Minimum Monthly
Interest previously due but not distributed to the Collateral Interest Holder
on a prior Distribution Date pursuant to this subsection plus the amount of
any Collateral Additional Interest for such Distribution Date and
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<PAGE> 31
any Collateral Additional Interest previously due but not distributed to the
Collateral Interest Holder on a prior Distribution Date shall be paid to the
Collateral Interest Holder;
(g) an amount equal to the Collateral Servicing Fee for such
Distribution Date (or if the Bank or the Trustee is no longer the Servicer,
the portion of the Collateral Servicing Fee for such Distribution Date not
paid pursuant to Section 4.5(c)(i)), 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;
(h) an amount equal to the Collateral Default Amount for such
Distribution Date shall be treated as a portion of Available Investor
Principal Collections with respect to such Distribution Date;
(i) an amount equal to the aggregate amount by which the
Collateral Invested Amount has been reduced pursuant to clause (b) of the
definition of "Collateral 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 Available Investor Principal
Collections with respect to such Distribution Date;
(j) an amount up to the excess, if any, of the Required Reserve
Account Amount over the amount on deposit therein, shall be deposited into
the Reserve Account; and
(k) the balance, if any, shall be distributed to the Collateral
Interest Holder.
Section 4.8 Reallocated Principal Collections. The Servicer
shall apply or shall direct the Trustee in writing to apply on each
Distribution Date, Reallocated Principal Collections (applying all such
Collections with respect to the Collateral Invested Amount prior to applying
any such Collections with respect to the Class B Invested Amount and applying
no such Collections with respect to the Class B Invested 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
amount of Excess Spread and Excess Finance Charges allocated to Series 1999-C
with respect to the related Monthly Period shall, be distributed by the
Trustee to fund any deficiency pursuant to Sections 4.5(a)(i), (ii) and
(iii), in that order of priority;
(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
amount of Excess Spread and Excess Finance Charges allocated and available to
the Class B Certificates pursuant to Sections 4.7(c) and (d) on such
Distribution Date, shall be distributed by the Trustee to fund any deficiency
pursuant to Sections 4.5(b)(i) and (ii) and Section 4.7(d), in that order of
priority; and
(c) the balance, if any, of such Reallocated Principal
Collections shall be treated as a portion of Available Investor Principal
Collections to be applied in accordance with subsections 4.5(d) and (e).
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<PAGE> 32
Section 4.9 Excess Finance Charges. On each Distribution Date,
(a) the Servicer shall allocate the aggregate amount for all outstanding
Series in Group One that the related Supplements or Transfer Agreements
specify are to be treated as a portion of Excess Finance Charges for such
Distribution Date (collectively, "Excess Finance Charges") as specified in
the Supplements or Transfer Agreements for each Series in Group One and (b)
the Servicer shall withdraw (or shall instruct the Trustee in writing to
withdraw) from the Collection Account and pay to the Holders of the Seller
Certificates an amount equal to the excess, if any, of (x) the Excess Finance
Charges for such Distribution Date over (y) the aggregate amount for all
Series in Group One that the related Supplements specify are Finance Charge
Shortfalls (as defined in the related Supplements or Transfer Agreements )
for such Distribution Date. Excess Finance Charges for any Distribution Date
will be allocated to Series 1999-C in an amount equal to the product of (x)
the aggregate amount of Excess Finance Charges for such Distribution Date and
(y) a fraction, the numerator of which is the Finance Charge Shortfall for
Series 1999-C for such Distribution Date and the denominator of which is the
aggregate amount of Finance Charge Shortfalls for all the Series in Group One
for such Distribution Date. The amount of "Excess Finance Charges" for
Series 1999-C for any Distribution Date shall be specified in the Transfer
Agreement. On each Distribution Date, the Trustee shall deposit in the
Collection Account for application in accordance with Section 4.5 of the
Agreement, the amount of "Excess Finance Charges" received by the Trustee
pursuant to the Transfer Agreement on such date. The "Finance Charge
Shortfall" for Series 1999-C for any Distribution Date shall be equal to the
excess, if any, of (a) the full amount required to be paid, without
duplication, pursuant to Sections 4.5(a), 4.5(b), 4.5(c) and 4.7(a) through
(j) on such Distribution Date over (b) the sum of Class A Available Funds,
Class B Available Funds and Collateral Available Funds with respect to the
related Monthly Period.
Section 4.10 Shared Principal Collections. Subject to Section
4.04 of the Agreement, Shared Principal Collections for any Distribution Date
will be allocated to Series 1999-C in an amount equal to the product of (x)
the aggregate amount of Shared Principal Collections with respect to all
Series in Group One for such Distribution Date and (y) a fraction, the
numerator of which is the Principal Shortfall for Series 1999-C for such
Distribution Date and the denominator of which is the aggregate amount of
Principal Shortfalls for all the Series which are Principal Sharing Series in
Group One for such Distribution Date. The "Principal Shortfall" for Series
1999-C shall be equal to (a) for any Distribution Date with respect to the
Revolving Period and the Rapid Amortization Period, zero, and (b) for any
Distribution Date with respect to the Accumulation Period 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 Available Investor Principal Collections for such Distribution Date
(excluding any portion thereof attributable to Shared Principal Collections)
and (c) for each Distribution Date on or after the Class B Expected Final
Distribution Date, the excess, if any, of the Invested Amount over the amount
of Available Investor Principal Collections for such Distribution Date
(excluding any portion thereof attributable to Shared Principal Collections).
Section 4.11 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
period of the Designated Maturity which appears on Telerate Page 3750 as of
11:00 A.M. (London Time) on such date.
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<PAGE> 33
(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 period of the Designated
Maturity. 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 period of the
Designated Maturity.
Section 4.12 Principal Funding Account.
(a)(i) The Servicer, for the benefit of the Series
1999-C Holders, shall establish and maintain in the name of the
Trustee, on behalf of the Trust, an Eligible Deposit Account (the
"Principal Funding Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the
benefit of the Series 1999-C Certificateholders. The Principal
Funding Account shall initially be established by the Trustee.
(ii) At the written direction of the Servicer, funds on
deposit in the Principal Funding Account shall be invested by the
Trustee in Eligible Investments selected by the Servicer. All
such Eligible Investments shall be held by the Trustee for the
benefit of the Series 1999-C Certificateholders; provided that on
each Distribution Date all interest and other investment income
(net of losses and investment expenses ) ("Principal Funding
Investment Proceeds") on funds on deposit therein shall be
applied as set forth in paragraph (iii) below. Funds on deposit
in the Principal Funding Account shall be invested in Eligible
Investments that will mature so that such funds will be available
at the close of business on the Transfer Date preceding the
following Distribution Date. No 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 in writing by the Servicer,
the Servicer having reasonably determined that the interest of
the Series 1999-C Certificateholders may be adversely affected if
such Eligible Investment is held to its maturity. Unless the
Servicer directs otherwise, funds deposited in the Principal
Funding Account on a Transfer Date (which immediately precedes a
Distribution Date) upon the maturity of any Eligible Investments
are not required to be invested overnight.
(iii) On each Distribution Date with respect to the
Accumulation Period, the Servicer shall direct the Trustee in
writing 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,
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and such Principal Funding Investment Proceeds shall be treated
as a portion of Class A Available Funds for such Distribution
Date.
(iv) Reinvested interest and other investment income on
funds deposited in the Principal Funding Account shall not be
considered to be principal amounts on deposit therein for
purposes of this Supplement.
(v) 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 1999-C
Certificateholders. If, at any time, the Principal Funding
Account ceases to be an Eligible Deposit Account, the Trustee
shall within 10 Business Days (or such longer period, not to
exceed 30 calendar days, as to which each Rating Agency may
consent) establish a new Principal Funding Account meeting the
conditions specified in paragraph (a) (i) above as an Eligible
Deposit Account and shall transfer any cash and/or any
investments to such new Principal Funding Account.
(vi) Pursuant to the authority granted to the Servicer in
Section 3.01(b) of the Agreement, the Servicer shall have the power,
revocable by the Trustee, to make withdrawals and payments or to
instruct the Trustee in writing to make withdrawals and payments
from the Principal Funding Account for the purposes of carrying out
the Servicer's or Trustee's duties hereunder. Pursuant to the
authority granted to the Paying Agent in Section 5.1 of this
Supplement and Section 6.07 of the Agreement, the Paying Agent shall
have the power, revocable by the Trustee, to withdraw funds from the
Principal Funding Account for the purpose of making distributions to
the Series 1999-C Certificateholders.
Section 4.13 Accumulation Period. The Accumulation Period is
scheduled to commence on the Accumulation Date; provided, however, that if
the Accumulation Period Length on any Determination Date (determined as
described below) is less than nine months, upon notice to the Trustee, the
Seller, each Rating Agency and the Collateral Interest Holder, the Servicer,
at its option, may elect to modify the date on which the Accumulation Period
actually commences to the first day of the month that is a number of months
prior to the month in which the Class A Expected Final Distribution Date
occurs at least equal to the Accumulation Period Length (so that, as a
result, the number of Monthly Periods in the Accumulation Period will at
least equal the Accumulation Period Length); provided, however, that (i) the
length of the Accumulation Period will not be less than one month; and (ii)
notwithstanding any other provision of this Supplement to the contrary, no
election to postpone the commencement of the Accumulation Period shall be
made after a Pay Out Event (as defined in the related Supplement) shall have
occurred and is continuing with respect to any other Series. On each
Determination Date, the Servicer will determine the "Accumulation Period
Length," which will mean a number of months such that the amount available
for distribution of principal on the Class A Certificates on the Class A
Expected Final Distribution Date and for distribution of principal on the
Class B Certificates on the Class B Expected Final Distribution Date will
equal or exceed the sum of the Class A Investor Amount and the Class B
Investor Amount, assuming for this purpose that (1) the payment rate with
respect to Collections of Principal Receivables remains constant at the
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lowest level of such payment rate during the twelve preceding Monthly Periods
(or such lower payment rate as the Servicer may select), (2) the total amount of
Principal Receivables in the Trust (and the principal amount on deposit in the
Excess Funding Account, if any) remains constant at the level on such date of
determination, (3) no Pay Out Event with respect to any Series will subsequently
occur and (4) no additional Series (other than any Series being issued on such
date of determination) will be subsequently issued. Any notice by the Servicer
electing to modify the commencement of the Accumulation Period pursuant to this
Section 4.13 shall specify (i) the Accumulation Period Length, (ii) the
commencement date of the Accumulation Period and (iii) the Controlled
Accumulation Amount with respect to each Monthly Period during the Accumulation
Period.
Section 4.14 Reserve Account.
(a) The Servicer shall establish and maintain, in the name of
the Trustee, on behalf of the Trust, for the benefit of the Series 1999-C
Holders, an Eligible Deposit Account (the "Reserve Account") bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Series 1999-C Holders. 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 1999-C Holders. If at any time the Reserve Account ceases to be an
Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall
within 10 Business Days (or such longer period, not to exceed 30 calendar
days, as to which each Rating Agency may consent) establish a new Reserve
Account meeting the conditions specified above as an Eligible Deposit
Account, and shall transfer any cash and/or any investments to such new
Reserve Account. The Trustee, at the written direction of the Servicer,
shall (i) make withdrawals from the Reserve Account from time to time for the
purposes set forth in this Supplement, 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 4.7(j).
(b) Funds on deposit in the Reserve Account shall be invested
at the written direction of the Servicer by the Trustee in Eligible
Investments. Funds on deposit in the Reserve Account on any Transfer Date,
after giving effect to any withdrawals from the Reserve Account on such
Transfer Date, shall be invested in such investments that will mature so that
such funds will be available for withdrawal on or prior to the immediately
succeeding Transfer Date. The Trustee shall maintain for the benefit of the
Series 1999-C Holders 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 in writing, the Servicer having reasonably
determined that the interest of the Series 1999-C Holders 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) accrued since the preceding Distribution Date on funds on deposit
in the Reserve Account shall be retained in the Reserve Account (to the
extent that the amount on deposit in the Reserve Account is less than the
Required Reserve Account Amount) and the balance, if any, shall be deposited
in the Collection Account and treated as Collections of Finance Charge
Receivables allocable to Series 1999-C.
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For purposes of determining the availability of funds or the balance in the
Reserve Account for any reason under this Supplement, except as otherwise
provided in the preceding sentence, investment earnings on such funds shall be
deemed not to be available or on deposit.
(c) On the Determination Date preceding each Distribution Date
with respect to the Accumulation Period (prior to the Class B Expected Final
Distribution Date) and the first Special Payment 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
Payment Date over the Principal Funding Investment Proceeds with respect to
such Distribution Date or Special Payment Date; provided, that such amount
will be reduced to the extent that funds otherwise would be available for
deposit in the Reserve Account under subsection 4.7(j) with respect to such
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 amount
on deposit in the Reserve Account, shall be withdrawn from the Reserve
Account on the related Transfer Date by the Trustee (acting in accordance
with the instructions of the Servicer), deposited into the Collection Account
and included in the Class A Available Funds 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 written instructions of
the Servicer, shall withdraw from the Reserve Account, and distribute to the
Collateral Interest Holder, 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 is paid in full to the Class A Certificateholders,
(iii) if the Accumulation Period has not commenced, the occurrence of a Pay
Out Event with respect to Series 1999-C and (iv) if the Accumulation Period
has commenced, the earlier of the first Special Payment Date and the Class A
Expected Final Distribution Date, the Trustee, acting in accordance with the
written instructions of the Servicer, after the prior payment of all amounts
owing to the Series 1999-C Certificateholders which are payable from the
Reserve Account as provided herein, shall withdraw from the Reserve Account
and distribute to the Collateral Interest Holder all amounts, if any, on
deposit in the Reserve Account and the Reserve Account shall be deemed to
have terminated for purposes of this Supplement.
ARTICLE V
Distributions and Reports to Series 1999-C Certificateholders
Section 5.1 Distributions.
(a) On each Distribution Date, the Paying Agent shall
distribute to each Class A Certificateholder of record on the related Record
Date (other than as provided in Section 12.02 of the Agreement) such Class A
Certificateholder's pro rata share of the amounts that are
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allocated and available on such Distribution Date to pay interest on the Class A
Certificates pursuant to this Supplement.
(b) On each Distribution Date, commencing with the first to
occur of the Class A Expected Final Payment Date and the first Special
Payment Date, the Paying Agent shall distribute to each Class A
Certificateholder of record on the related Record Date (other than as
provided in Section 12.02 of the Agreement) such Class A Certificateholder's
pro rata share of the amounts that are on deposit in the Principal Funding
Account or that are otherwise allocated and available on such date to pay
principal of the Class A Certificates pursuant to this Supplement up to a
maximum amount on any such date equal to the Class A Investor Amount on such
date (unless there has been an optional repurchase of the Certificateholders'
Interest pursuant to Section 10.01 of the Agreement, in which event the
foregoing limitation will not apply).
(c) On each Distribution Date, the Paying Agent shall
distribute to each Class B Certificateholder of record on the related Record
Date (other than as provided in Section 12.02 of the Agreement) such Class B
Certificateholder's pro rata share of the amounts that are allocated and
available on such Distribution Date to pay interest on the Class B
Certificates pursuant to this Supplement.
(d) On each Distribution Date, commencing with the Class B
Principal Commencement Date, the Paying Agent shall distribute to each Class
B Certificateholder of record on the related Record Date (other than as
provided in Section 12.02 of the Agreement) such Class B Certificateholder's
pro rata share of the amounts that are on deposit in the Principal Funding
Account (after payments have been made to the Class A Certificateholders as
provided in (b) above) or that are otherwise allocated and available on such
date to pay principal of the Class B Certificates pursuant to this Supplement
up to a maximum amount on any such date equal to the Class B Investor Amount
on such date (unless there has been an optional repurchase of the
Certificateholders' Interest pursuant to Section 10.01 of the Agreement, in
which event the foregoing limitation will not apply).
(e) On each Transfer Date, the Trustee shall distribute to the
Collateral Interest Holder the aggregate amount payable to the Collateral
Interest Holder pursuant to Sections 4.5, 4.7 and 4.14 to the Collateral
Interest Holder's account, as specified in writing by the Collateral Interest
Holder, in immediately available funds.
(f) The distributions to be made pursuant to this Section 5.1
are subject to the provisions of Sections 2.06, 9.02, 10.01 and 12.02 of the
Agreement and Sections 8.1 and 8.2 of this Supplement.
(g) Except as provided in Section 12.02 of the Agreement with
respect to a final distribution, distributions to Series 1999-C
Certificateholders hereunder shall be made by check mailed to each Series
1999-C Certificateholder at such Series 1999-C Certificateholder's address
appearing in the Certificate Register without presentation or surrender of
any Series 1999-C Certificate or the making of any notation thereon;
provided, however, that with respect to Series 1999-C Certificates registered
in the name of a Clearing Agency, such distributions shall be made to such
Clearing Agency in immediately available funds.
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Section 5.2 Certificates and Statements.
(a) Not later than each Determination Date, the Servicer shall
deliver to the Trustee, the Paying Agent, each Rating Agency and the
Collateral Interest Holder, a certificate substantially in the form of
Exhibit B prepared by the Servicer.
(b) On each Distribution Date, the Paying Agent, on behalf of
the Trustee, shall forward to each Series 1999-C Certificateholder a
statement substantially in the form of Exhibit C prepared by the Servicer.
(c) A copy of each statement or certificate provided pursuant
to paragraph (a) or (b) may be obtained by any Series 1999-C
Certificateholder or any Certificate Owner thereof by a request in writing to
the Servicer.
(d) On or before January 31 of each calendar year, beginning
with calendar year 2000, the Paying Agent, on behalf of the Trustee, shall
furnish or cause to be furnished to each Person who at any time during the
preceding calendar year was a Series 1999-C Certificateholder, a statement
prepared by the Servicer containing the information which is required to be
contained in the statement to Series 1999-C Certificateholders, as set forth
in paragraph (b) above, aggregated for such calendar year or the applicable
portion thereof during which such Person was a Series 1999-C
Certificateholder, together with other information as is required to be
provided by an issuer of indebtedness under the Internal Revenue Code. Such
obligation of the Servicer shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the
Paying Agent pursuant to any requirements of the Internal Revenue Code as
from time to time in effect.
ARTICLE VI
Series 1999-C Pay Out Events
Section 6.1 Series 1999-C Pay Out Events. If any one of the
following events (each, a "Series Pay Out Event") shall occur with respect to
Series 1999-C:
(a) failure on the part of the Seller (A) to make any payment
or deposit required by the terms of the Agreement on or before the date
occurring five Business Days after the date such payment or deposit is
required to be made herein or (B) duly to observe or perform in any material
respect any other covenants or agreements of the Seller set forth in the
Agreement which has a material adverse effect on the Series 1999-C Holders
(which determination shall be made, for so long as the Collateral Invested
Amount is greater than zero, without reference to whether any funds are
available pursuant to Series Enhancement) and continues unremedied for a
period of 60 days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Seller by the
Trustee, or to the Seller and the Trustee by Series 1999-C Holders
aggregating not less than 50% of the outstanding principal balance of the
Series 1999-C;
(b) any representation or warranty made by the Seller in the
Agreement or any information contained in a computer file or microfiche list
required to be delivered by the
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Servicer on behalf of the Seller pursuant to Section 2.01 or 2.08 of the
Agreement (A) shall prove to have been incorrect in any material respect when
made or when delivered, which continues to be incorrect in any material
respect for a period of 60 days after the date on which written notice of
such failure, requiring the same to be remedied, shall have been given to the
Seller by the Trustee, or to the Seller and the Trustee by Holders of the
Series 1999-C Certificates aggregating not less than 50% of the outstanding
principal balance of the Series 1999-C Certificates and (B) as a result of
which the interests of the Series 1999-C Certificateholders are materially
and adversely affected (which determination shall be made, for so long as the
Collateral Invested Amount is greater than zero, without reference to whether
any funds are available pursuant to any Series Enhancement); provided,
however, that a Series Pay Out Event pursuant to this subparagraph (b) shall
not be deemed to occur hereunder if the Seller has accepted reassignment of
the related Receivable, or all of such Receivables, if applicable, during
such period (or such longer period as the Trustee may specify) in accordance
with the provisions hereof and of the Agreement;
(c) (1) with respect to the last day of any prior Monthly
Period during which the Seller Amount is less than the Required Seller
Amount, the failure of the Seller to convey on or prior to the Required
Designation Date Receivables in Additional Accounts to the Trust such that
the Seller Amount shall be at least equal to the Required Seller Amount as of
the close of business on the applicable Addition Date; or (2) with respect to
the last day of any prior Monthly Period during which the aggregate amount of
Principal Receivables is less than the Required Principal Balance as of such
day, the failure of the Seller to convey on or prior to the Required
Designation Date Receivables in Additional Accounts to the Trust such that
the aggregate amount of the Principal Receivables shall be at least equal to
the Required Principal Balance as of the close of business on the applicable
Addition Date;
(d) the Net Portfolio Yield averaged over three consecutive
Monthly Periods is less than the Base Rate averaged over such period;
(e) any Servicer Default shall occur which would have a
material adverse effect on the Series 1999-C Certificateholders (which
determination shall be made, for so long as the Collateral Invested Amount is
greater than zero, without reference to whether any funds are available
pursuant to any Series Enhancement); or
(f) the Class A Investor Amount shall not be paid in full on
the Class A Expected Final Distribution Date or the Class B Investor Amount
shall not be paid in full on the Class B Expected Final Distribution Date or
the Collateral Invested Amount shall not be paid in full on the Collateral
Expected Final Distribution Date;
then, in the case of any event described in subparagraph (a), (b) or (e),
after the applicable grace period, if any, set forth in such subparagraphs,
either the Trustee or the holders of Investor Certificates (including the
Collateral Interest Holder) of Series 1999-C evidencing more than 50% of the
aggregate unpaid principal amount of such Investor Certificates (including
the Collateral Interest) by notice then given in writing to the Seller and
the Servicer (and to the Trustee if given by the Holders of Investor
Certificates (including the Collateral Interest Holder) of Series 1999-C) may
declare that a Pay Out Event has occurred with respect to Series 1999-C as of
the date of such notice, and, in the case of any event described in
subparagraph (c), (d) or
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(f) a Pay Out Event shall occur with respect to Series 1999-C without any
notice or other action on the part of the Trustee or Holders of Investor
Certificates (including the Collateral Interest Holder) of Series 1999-C
immediately upon the occurrence of such event.
ARTICLE VII
Optional Repurchase; Series Termination
Section 7.1 Optional Repurchase. On any day occurring on or
after the date on which the Investor Amount is reduced to 5% or less of the
Initial Invested Amount, the Seller shall have the option to purchase the
interest of the Series 1999-C Holders, at a purchase price equal to (i) if
such day is a Distribution Date, the Reassignment Amount for such
Distribution Date or (ii) if such day is not a Distribution Date, the
Reassignment Amount for the Distribution Date following such day.
Section 7.2 Series Termination.
(a) If, on the February 2007 Distribution Date, the Investor
Amount (after giving effect to all changes therein on such date) would be
greater than zero, the Servicer, on behalf of the Trustee, shall, within the
40-day period which begins on such Distribution Date, solicit bids for the
sale of Principal Receivables and the related Finance Charge Receivables (or
interests therein) in an amount equal to the Investor Amount and accrued and
unpaid interest thereon at the close of business on the last day of the
Monthly Period preceding the Series Termination Date (after giving effect to
all distributions required to be made on the Series Termination Date, except
pursuant to this Section 7.2; provided, however that in no event shall such
amount exceed the Series Percentage of Receivables on the Series Termination
Date). Such bids shall require that such sale shall (subject to Section
7.2(b)) occur on the Series Termination Date. The Seller and the Collateral
Interest Holder shall be entitled to participate in, and to receive from the
Trustee a copy of each other bid submitted in connection with, such bidding
process.
(b) The Servicer, on behalf of the Trustee, shall sell such
Receivables (or interests therein) on the Series Termination Date to the
bidder who made the highest cash purchase offer. The proceeds of any such
sale shall be treated as Collections on the Receivables allocated to Series
1999-C pursuant to the Agreement and this Supplement; provided, however, that
the Servicer shall determine conclusively the amount of such proceeds which
are allocable to Finance Charge Receivables and the amount of such proceeds
which are allocable to Principal Receivables. During the period from the
February 2007 Distribution Date to the Series Termination Date, the Servicer
shall continue to collect payments on the Receivables and allocate and
deposit such collections in accordance with the provisions of the Agreement
and the Supplements.
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ARTICLE VIII
Final Distributions
Section 8.1 Sale of Receivables or Certificateholders' Interest
Pursuant to Section 2.06 or 10.01 of the Agreement.
(a) Purchase Price. The amount to be paid with respect to
Series 1999-C in connection with (i) a reassignment of Receivables to the
Seller pursuant to Section 2.06 of the Agreement or (ii) a repurchase of the
Certificateholders' Interest pursuant to Section 10.01 of the Agreement shall
equal the Reassignment Amount for the first Distribution Date following the
Monthly Period in which the reassignment obligation arises under the
Agreement.
(b) Distributions Pursuant to Section 7.1 or 7.2 of this
Supplement and Section 10.01 of the Agreement. With respect to the
Reassignment Amount deposited into the Collection Account pursuant to Section
7.1 or 8.1(a)(ii) or any amounts allocable to Series 1999-C deposited into
the Collection Account pursuant to Section 7.2, the Trustee shall, not later
than 3:00 p.m. New York City time, on the related Distribution Date, make
deposits or distributions of the following amounts (in the priority set forth
below and, in each case, after giving effect to any deposits and
distributions otherwise to be made on such date) in immediately available
funds: (i) (x) the Class A Investor Amount on such Distribution Date will be
distributed to the Paying Agent for payment to the Class A Certificateholders
and (y) an amount equal to the sum of (A) Class A Monthly Interest for such
Distribution Date, (B) any Class A Monthly Interest previously due but not
distributed to the Class A Certificateholders on a prior Distribution Date
and (C) the amount of Class A Additional Interest, if any, for such
Distribution Date and any Class A Additional Interest previously due but not
distributed to the Class A Certificateholders on any prior Distribution Date,
will be distributed to the Paying Agent for payment to the Class A
Certificateholders, (ii) (x) the Class B Investor Amount on such Distribution
Date will be distributed to the Paying Agent for payment to the Class B
Certificateholders and (y) an amount equal to the sum of (A) Class B Monthly
Interest for such Distribution Date, (B) any Class B Monthly Interest
previously due but not distributed to the Class B Certificateholders on a
prior Distribution Date and (C) the amount of Class B Additional Interest, if
any, for such Distribution Date and any Class B Additional Interest
previously due but not distributed to the Class B Certificateholders on any
prior Distribution Date, will be distributed to the Paying Agent for payment
to the Class B Certificateholders and (iii) all remaining amounts will be
distributed to the Collateral Interest Holder.
(c) Distributions Pursuant to Section 2.06 of the Agreement.
With respect to any amounts deposited into the Collection Account pursuant to
subsection 8.1(a)(i), the Trustee shall, not later than 3:00 p.m., New York
City time, on the related Distribution Date, deposit the principal portion of
such amounts that are allocable to the Class A Certificates and the Class B
Certificates into the Collection Account and the principal portion of such
amounts allocable to the Collateral Interest shall be distributed to the
Collateral Interest Holder.
(d) Notwithstanding anything to the contrary in this Supplement
or the Agreement, all amounts distributed to the Paying Agent pursuant to
Section 8.1(b) for payment to the Series 1999-C Certificateholders shall be
deemed distributed in full to the Series 1999-C Certificateholders on the
date on which such funds are distributed to the Paying Agent pursuant
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to this Section and shall be deemed to be a final distribution pursuant to
Section 12.02 of the Agreement.
Section 8.2 Distribution of Proceeds of Sale, Disposition or
Liquidation of the Receivables Pursuant to Section 9.02 of the Agreement.
(a) Not later than 12:00 noon, New York City time, on the
Distribution Date following the date on which the Insolvency Proceeds are
deposited into the Collection Account pursuant to Section 9.02(b) of the
Agreement, the Trustee shall (in the following priority and, in each case,
after giving effect to any deposits and distributions otherwise to be made on
such Distribution Date) (i) deduct an amount equal to the Class A Investor
Amount on such Distribution Date from the portion of the Insolvency Proceeds
allocated to Collections of Principal Receivables and distribute such amount
to the Paying Agent for payment to the Class A Certificateholders, provided
that the amount of such distribution shall not exceed the product of (x) the
portion of the Insolvency Proceeds allocated to Collections of Principal
Receivables and (y) the Principal Allocation Percentage with respect to the
related Monthly Period, (ii) deduct an amount equal to the Class Investor
Amount on such Distribution Date from the portion of the Insolvency Proceeds
allocated to Collections of Principal Receivables and distribute such amount
to the Paying Agent for payment to the Class B Certificateholders, provided
that the amount of such distribution shall not exceed (x) the product of (A)
the portion of such Insolvency Proceeds allocated to Collections of Principal
Receivables and (B) the Principal Allocation Percentage with respect to the
related Monthly Period minus (y) the amount distributed to the Paying Agent
pursuant to clause (i) of this sentence and (iii) distribute the remaining
amount of the Insolvency Proceeds to the Collateral Interest Holder.
(b) Not later than 12:00 noon, New York City time, on such
Distribution Date, the Trustee shall (in the following priority and, in each
case, after giving effect to any deposits and distributions otherwise to be
made on such Distribution Date) (i) deduct an amount equal to the sum of (w)
Class A Monthly Interest for such Distribution Date, (x) any Class A Monthly
Interest previously due but not distributed to the Class A Certificateholders
on a prior Distribution Date and (y) the amount of Class A Additional
Interest, if any, for such Distribution Date and any Class A Additional
Interest previously due but not distributed to the Class A Certificateholders
on a prior Distribution Date from the portion of the Insolvency Proceeds
allocated to Collections of Finance Charge Receivables and distribute such
amount to the Paying Agent for payment to the Class A Certificateholders,
provided that the amount of such distribution shall not exceed the product of
(x) the portion of the Insolvency Proceeds allocated to Collections of
Finance Charge Receivables, (y) the Floating Allocation Percentage with
respect to the related Monthly Period and (z) the Class A Floating Percentage
with respect to such Monthly Period and (ii) deduct an amount equal to the
sum of (w) Class B Monthly Interest for such Distribution Date, (x) Class B
Monthly Interest previously due but not distributed to the Class B
Certificateholders and (y) the amount of Class B Additional Interest, if any,
for such Distribution Date and any Class B Additional Interest previously due
but not distributed to the Class B Certificateholders on a prior Distribution
Date from the portion of the Insolvency Proceeds allocated to Collections of
Finance Charge Receivables and distribute such amount to the Paying Agent for
payment to the Class B Certificateholders, provided that the amount of such
distribution shall not exceed the product of (x) the portion of the
Insolvency Proceeds allocated to Collections of Finance Charge Receivables,
(y) the Floating Allocation Percentage with
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respect to the related Monthly Period and (z) the Class B Floating Percentage
with respect to such Monthly Period. To the extent that the product of (A)
the portion of the Insolvency Proceeds allocated to Collections of Finance
Charge Receivables and (B) the Floating Allocation Percentage with respect to
the related Monthly Period exceeds the aggregate amount distributed to the
Paying Agent pursuant to the preceding sentence, the excess shall be
distributed to the Collateral Interest Holder.
(c) Notwithstanding anything to the contrary in this Supplement
or the Agreement, all amounts distributed to the Paying Agent pursuant to
this Section for payment to the Series 1999-C Certificateholders shall be
distributed in full to the Series 1999-C Certificateholders on the date on
which funds are distributed to the Paying Agent pursuant to this Section and
shall be deemed to be a final distribution pursuant to Section 12.02 of the
Agreement.
Section 8.3 Instructions Pursuant to Section 9.02(a) of the
Agreement. The Holders of Investor Certificates of Series 1999-C evidencing
more than 50% of the Investor Amount of each Class (including the Collateral
Interest) shall not be considered as having disapproved of any liquidation of
the Receivables and to continue transferring Principal Receivables to the
Trust pursuant to Section 9.02(a) of the Agreement unless Holders of more
than 50% of the Investor Amount of each of the Class A Certificates, the
Class B Certificates and the Collateral Interest instruct the Trustee to such
effect in the manner required pursuant to Section 9.02(a) of the Agreement.
ARTICLE IX
Certificates
Section 9.1 Book-Entry Certificates. The Class A Certificates
and the Class B Certificates shall be delivered as Book-Entry Certificates.
The Clearing Agency for the Class A Certificates and the Class B Certificates
shall be The Depository Trust Company, and the Class A Certificates and the
Class B Certificates shall be initially registered in the name of Cede & Co.,
its nominee.
ARTICLE X
Miscellaneous Provisions
Section 10.1. Certain Matters Regarding the Collateral Interest
Holder. Amounts payable to the Collateral Interest Holder hereunder shall be
applied in accordance with the provisions of the Transfer Agreement.
Section 10.2 Ratification of Agreement. As supplemented by this
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Supplement shall be read, taken and
construed as one and the same instrument.
Section 10.3 Counterparts. This Supplement may be executed in
two or more counterparts, and by different parties on separate counterparts,
each of which shall be an original, but all of which shall constitute one and
the same instrument.
39
<PAGE> 44
Section 10.4 Governing Law. THIS SUPPLEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING THE UCC AS IN
EFFECT IN THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 10.5 Notices. All directions, notices and instructions
to the Trustee shall be in writing (which may be facsimile).
Section 10.6 Amendments. This Supplement may be amended by the
Seller without the consent of the Servicer, the Trustee or any Investor
Certificateholder if the Seller provides the Trustee with (i) an Opinion of
Counsel to the effect that such amendment or modification would reduce the
risk that the Trust would be treated as taxable as a publicly traded
partnership pursuant to Code section 7704 and (ii) an Officer's Certificate
that such amendment or modification would not materially and adversely affect
any Investor Certificateholder, provided that no such amendment shall be
deemed effective without (i) the Trustee's consent, if the Trustee's rights,
duties and obligations hereunder are thereby modified and (ii) the Trustee
having obtained written assurance that such amendment or modification will
not, by itself, lower the current ratings on the Series 1999-C Certificates.
The Seller shall provide the Rating Agencies with prior written notice of any
such amendment or modification.
Section 10.7. Uncertificated Securities. The Collateral
Interest shall be delivered in uncertificated form.
Section 10.8. Transfers of the Collateral Interest.
(a) Unless otherwise consented to by the Seller, no portion of
the Collateral Interest or any interest therein may be sold, conveyed,
assigned, hypothecated, pledged, participated, exchanged or otherwise
transferred (each, a "Transfer") except in accordance with this Section 10.8
and only to a Permitted Assignee. Any attempted or purported transfer,
assignment, exchange, conveyance, pledge, hypothecation or grant other than
to a Permitted Assignee shall be void. Unless otherwise consented to by the
Seller, no portion of the Collateral Interest or any interest therein may be
Transferred to any Person (each such Person acquiring the Collateral Interest
or any interest therein, an "Assignee") unless such Assignee shall have
executed and delivered to the Seller on or before the effective date of any
Transfer a letter substantially in the form attached hereto as Exhibit D (an
"Investment Letter"), executed by such Assignee, with respect to the related
Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or
the interest therein purchased by such Assignee will be acquired for
investment only and not with a view to any public distribution thereof, and
that such Assignee will not offer to sell or otherwise dispose of the
Collateral Interest or any interest therein so acquired by it in violation of
any of the registration requirements of the Securities Act, or any applicable
state or other securities laws. Each Assignee will acknowledge and agree
that (i) it has no right to require the Seller to register under the
Securities Act or any other securities law the Collateral Interest or the
interest therein
40
<PAGE> 45
to be acquired by the Assignee and (ii) the sale of the Collateral Interest
is not being made by means of the prospectus prepared in connection with the
sale of the Series 1999-C Certificates. Each Assignee will agree with the
Seller that: (a) such Assignee will deliver to the Seller on or before the
effective date of any Transfer a letter in the form annexed hereto as Exhibit
E (an "Investment Letter"), executed by such Assignee with respect to the
purchase by such Assignee of all or a portion of the Collateral Interest and
(b) all of the statements made by such Assignee in its Investment Letter
shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest
therein may be Transferred, and each Assignee will certify that it is not,
(a) an "employee benefit plan" (as defined in Section 3(3) of ERISA),
including governmental plans and church plans, (b) any "plan" (as defined in
Section 4975(e)(1) of the Code) including individual retirement accounts and
Keogh plans, or (c) any other entity whose underlying assets include "plan
assets" (within the meaning of Department of Labor Regulation Section
2510.3-101, 29 C.F.R. Section 2510.3-101 or otherwise under ERISA) by reason
of a plan's investment in the entity, including, without limitation, an
insurance company general account.
41
<PAGE> 46
IN WITNESS WHEREOF, the undersigned have caused this Supplement
to be duly executed and delivered by their respective duly authorized
officers on the day and year first above written.
FLEET BANK (RI), NATIONAL ASSOCIATION,
Seller and Servicer,
By: /s/ JEFFREY A. LIPSON
--------------------------------
Name: Jeffrey A. Lipson
Title: Vice President
BANKERS TRUST COMPANY,
Trustee
By: /s/ PETER BECKER
--------------------------------
Name: Peter Becker
Title: Assistant Vice President
42
[Signature Page for Series 1999-C Supplement]
<PAGE> 47
EXHIBIT A-1
TO SUPPLEMENT
REGISTERED
FLEET CREDIT CARD MASTER TRUST II
CLASS A 6.90% ASSET BACKED CERTIFICATE,
SERIES 1999-C
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.
Evidencing an undivided interest in a trust, the corpus of
which consists of receivables generated from time to time in the
ordinary course of business in a portfolio of revolving consumer
credit card accounts owned by Fleet Bank (RI), National
Association (the "Bank") as successor in interest to Advanta
National Bank (formerly known as Advanta National Bank USA and
prior to that known as Colonial National Bank USA and successor
in interest to the former Advanta National Bank) or any
Additional Seller.
No. CUSIP NO.
----- ------------------
$
------------------
(Not an interest in or obligation of Fleet Bank (RI),
National Association or any affiliate thereof, except to the
limited extent described herein.)
This certifies that CEDE & CO. (the "Investor Certificateholder")
is the registered owner of an undivided interest in certain assets of a trust
(the "Trust"), created pursuant to the Amended and Restated Pooling and
Servicing Agreement, dated as of December 1, 1993 (as amended and restated as
of May 23, 1994, and as amended by Amendment Number 1, dated as of July 1,
1994, as further amended by Amendment Number 2, dated as of October 6, 1995,
as further amended by Amendment Number 3, dated as of February 20, 1998, and
as further amended by Amendment Number 4, dated as of May 14, 1999, and as
assigned by Advanta National Bank to the Bank pursuant to an Assignment and
Assumption Agreement, dated as of February 20, 1998, among Advanta National
Bank, the Bank, Fleet Credit Card, LLC, and Bankers Trust Company, as
trustee, the "Amended and Restated Pooling and Servicing
<PAGE> 48
Agreement") between the Bank, as seller (in such capacity together with its
predecessors as sellers during such period as any such predecessors were
sellers, the "Seller") and servicer (in such capacity, the "Servicer"), and
Bankers Trust Company, as trustee (the "Trustee"), as supplemented by the
Series 1999-C Supplement, dated as of November 3, 1999, by and between the
Bank, as Seller and Servicer, and the Trustee. The Amended and Restated
Pooling and Servicing Agreement, the Series 1999-C Supplement and any
amendments, exhibits and schedules thereto are collectively referred to
herein as the "Agreement." The corpus of the Trust consists of (i) a
portfolio of receivables (the "Receivables") arising under selected VISA and
MasterCard* consumer credit card accounts or other revolving consumer credit
accounts (the "Accounts") in portfolios of revolving consumer credit accounts
owned by any of the Bank or any Additional Seller, (ii) all monies due or to
become due in payment of the Receivables, all proceeds of the Receivables
(other than investment earnings related to such proceeds), (iii) the right to
receive certain Interchange attributed to cardholder charges for merchandise
and services in the Accounts, (iv) certain amounts recovered from Accounts in
which the Receivables have been written off as uncollectible, (v) proceeds of
credit insurance policies relating to the Receivables and (vi) all monies on
deposit in certain bank accounts of the Trust and the benefits of any type of
enhancement ("Series Enhancement") issued with respect to any Series (the
drawing on or payment of such Series Enhancement being available only to
Certificateholders of a specified Series or Class unless otherwise indicated
in the related Supplement). The Trust assets may also include participations
(including 100% participations) representing undivided interests in a pool of
assets primarily consisting of revolving credit card receivables or consumer
loan receivables (secured and unsecured), and any interests in both such
types of receivables, including securities representing or backed by both
such types of receivables, and other self-liquidating financial assets owned
by the Seller or any affiliate of the Seller and collections thereon. The
Seller conveyed to the Trust all Receivables existing under certain
designated Accounts at the time of the formation of the Trust and all
Receivables arising under such Accounts from time to time thereafter. In
addition, the Seller has conveyed and the Seller may convey in the future all
Receivables existing under certain designated Additional Accounts (including
Automatic Additional Accounts) and all Receivables thereafter arising in such
Additional Accounts.
Although a summary of certain provisions of the Agreement is set
forth below, this Class A Certificate does not purport to summarize the
Agreement, such summary is qualified in its entirety by the terms and
provisions of the Agreement and reference is made to the Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds, and duties evidenced hereby and the rights, duties and obligations
of the Trustee. A copy of the Agreement may be obtained from the Trustee by
writing to the Trustee at Four Albany Street, New York, New York 10006,
Attention: Corporate Trust and Agency Group/Structured Finance Group. To the
extent not defined herein, the capitalized terms used herein have the
meanings ascribed to them in the Agreement.
- --------------
* VISA and MasterCard are registered trademarks of VISA USA, Inc., and
MasterCard International Incorporated, respectively.
A-1-2
<PAGE> 49
This Class A Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement to which the Holder of this
Class A Certificate by virtue of the acceptance hereof assents and is bound.
It is the intent of the Seller and the Class A Certificateholders
that, for federal income taxes, state and local income and franchise taxes
and any other taxes imposed on or measured by income, the Class A
Certificates will be treated as indebtedness secured by the Receivables. The
Servicer, by entering into the Agreement, and the Seller, the Holder of the
Bank Certificate, each Holder of a Class A Certificate and each Holder of a
Class B Certificate, by acceptance of its Certificate, agrees to treat the
Series 1999-C Certificates for purposes of federal income taxes, state and
local income and franchise taxes, and any other taxes imposed on or measured
by income, as indebtedness of the Seller.
Subject to the terms of the Agreement, payments of principal of
the Class A Certificates are limited to the unpaid Class A Investor Amount,
which may be less than the unpaid principal balance of the Class A
Certificates, pursuant to the terms of the Agreement. All principal of and
interest on the Class A Certificates is scheduled to be paid by the October
2004 Distribution Date but may be paid earlier. Subject to prior termination
as provided in the Agreement, the interest of the Series 1999-C
Certificateholders in the Trust will terminate following the earliest of (i)
the date on which the Investor Amount is paid in full, (ii) the April 2007
Distribution Date and (iii) the termination of the Trust pursuant to Section
12.01 of the Agreement.
The Receivables consist of Principal Receivables which arise
generally from the purchase of goods and services and cash advances and in
respect of Periodic Finance Charges, Overlimit Fees, Late Fees, annual
membership fees and annual service charges, if any, Cash Advance Fees,
transaction charges and all other fees and charges with respect to the
Accounts designated by the Seller to be included in Finance Charge
Receivables. This Certificate is one of a series of Certificates entitled
"Fleet Credit Card Master Trust II, Class A 6.90% Asset Backed Certificates,
Series 1999-C" (the "Class A Certificates"), each of which represents a
fractional undivided interest in certain assets of the Trust. The Trust's
assets are allocated in part to the Holders of the Class A Certificates, in
part to the Holders of the Class B Certificates, in part to the Collateral
Interest Holder, in part to the Holders of Investor Certificates of all other
Series and in part to the Seller as Holder of the Bank Certificate and the
Holders of any Supplemental Certificates outstanding from time to time. The
Bank Certificate and the Holders of any outstanding Supplemental Certificates
represent the Sellers' Interest in the Trust. The Bank Certificate and any
outstanding Supplemental Certificates represent the interest in the Principal
Receivables not represented by the Investor Certificates.
The aggregate interest represented by the Series 1999-C
Certificates and the Collateral Interest at any time in the Principal
Receivables in the Trust shall not exceed an amount equal to the Principal
Allocation Percentage thereof (as set forth in the Agreement) at such time.
The Initial Invested Amount is $300,000,000. The Invested Amount for any
date will equal the sum of the Class A Invested Amount, the Class B Invested
Amount and the Collateral Invested Amount. The Class A Initial Invested
Amount is $252,750,000. The Class A Invested Amount for any date of
determination will be an amount equal to (a) the Class A Initial Invested
A-1-3
<PAGE> 50
Amount, minus (b) the aggregate amount of principal payments made to the
Class A Certificateholders on or prior to such date, minus (c) the excess, if
any, of the aggregate amount of Class A Investor Charge-Offs for all prior
Distribution Dates over the aggregate amount of Class A Investor Charge-Offs
reimbursed prior to such date, minus (d) the Principal Funding Account
Balance (but not in excess of the Class A Initial Invested Amount) on such
date.
Interest will be distributed monthly on the 15th day of each
calendar month or, if such 15th day is not a Business Day, payment will be
made on the next succeeding Business Day (each, a "Distribution Date"),
commencing December 15, 1999, in an amount equal to one-twelfth of the
product of (i) the Class A Certificate Rate, and (ii) the outstanding
principal amount of the Class A Certificates as of the close of business on
the preceding Record Date; provided, however, with respect to the December
1999 Distribution Date, the amount of interest distributed on the Class A
Certificates will be $2,034,638.
The Class A Certificates will bear interest at the rate of 6.90%
per annum (the "Class A Certificate Rate").
On each Distribution Date with respect to the Accumulation
Period, an amount equal to the least of (a) Available Investor Principal
Collections on deposit in the Collection Account with respect to such
Distribution Date, (b) the Controlled Deposit Amount for such Distribution
Date and (c) the Class A Invested Amount on such Distribution Date, will be
deposited in the Principal Funding Account for payment to the Class A
Certificateholders on the earlier to occur of the Class A Expected Final
Distribution Date or the first Distribution Date with respect to the Rapid
Amortization Period.
On each Distribution Date during the Rapid Amortization Period
until the Class A Investor Amount has been paid in full or the Series
Termination Date occurs, the Class A Certificateholders will be entitled to
receive Available Investor Principal Collections in an amount up to the Class
A Investor Amount.
On any Distribution Date occurring on or after the Investor
Amount is reduced to 5% or less of the Initial Invested Amount during the
Revolving Period the Seller will have the option (to be exercised in its sole
discretion) to repurchase the Certificates.
This Class A Certificate does not represent an obligation of, or
an interest in, FleetBoston Financial, the Bank, any Additional Seller, the
Servicer or any Affiliate of any of them. None of the Class A Certificates,
the Accounts nor the Receivables are deposits or insured or guaranteed by the
Federal Deposit Insurance Corporation or any other governmental agency. This
Class A Certificate is limited in right of payment to certain Collections
with respect to the Receivables (and certain other amounts), all as more
specifically set forth herein and in the Agreement.
The Agreement may be amended under certain circumstances by the
Servicer, the Seller and the Trustee, without Certificateholder consent,
provided that (i) the Seller shall have delivered to the Trustee an Officer's
Certificate to the effect that the Seller reasonably believes that such
amendment will not result in the occurrence of a Pay Out Event or materially
adversely
A-1-4
<PAGE> 51
affect the amount or timing of distributions to be made to the Investor
Certificateholders of any Series or Class and (ii) written confirmation from
each Rating Agency that such amendment will not result in a reduction or
withdrawal of the rating of the Series 1999-C Certificates or the rating of
any other outstanding Series or Class with respect to which it is a Rating
Agency.
The Agreement may be amended by the Servicer, the Seller and the
Trustee, with the consent of the Holders of Investor Certificates evidencing
not less than 66-2/3% of the aggregate Investor Amount of the Investor
Certificates of all adversely affected Series, for the purpose of adding any
provisions to, changing in any manner or eliminating any of the provisions of
the Agreement or of modifying in any manner the rights of Investor
Certificateholders of any Series then issued and outstanding; provided,
however, that no such amendment shall (a) reduce in any manner the amount of,
or delay the timing of, distributions to Investor Certificateholders or
deposits of amounts to be so distributed or the amount available under any
Series Enhancement without the consent to any such amendment of each affected
Certificateholder, (b) change the definition of or the manner of calculating
the interest of any Investor Certificateholder without the consent of each
affected Investor Certificateholder, (c) reduce the aforesaid percentage
required to consent to any such amendment without the consent of each
Investor Certificateholder or (d) adversely affect the rating of any Series
or Class by each Rating Agency without the consent of the Holders of Investor
Certificates of such Series or Class evidencing not less than 66-2/3% of the
aggregate Investor Amount of the Investor Certificates of such Series or
Class.
The Class A Certificates are issuable only in denominations of
$1,000 and integral multiples of $1,000 in excess thereof. 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 Holder or his
attorney and 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, this Class A Certificate is exchangeable for a new Class A
Certificate evidencing a like aggregate fractional undivided interest, as
requested by the Holder surrendering this Class A Certificate. No service
charge may be imposed for any such exchange, but the 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.
Prior to due presentation of this Class A Certificate for
registration of transfer, the Transfer Agent and Registrar, the Paying Agent
and the Trustee 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 Trustee, the Paying Agent or 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.
A-1-5
<PAGE> 52
This Class A Certificate shall be construed in accordance with
and governed by the laws of the State of New York, without reference to its
conflict of law provisions.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee, by manual signature, or by an authenticating
agent appointed by the Trustee, this Class A Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
A-1-6
<PAGE> 53
IN WITNESS WHEREOF, the Seller has caused this Class A
Certificate to be duly executed.
FLEET BANK (RI), NATIONAL ASSOCIATION
By:
------------------------------
Vice President
This is one of the Class A Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Trustee,
By:
------------------------------
Authorized Officer
Dated:
-------------
A-1-7
<PAGE> 54
----------
ASSIGNMENT
----------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE(S)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
- --------------------------
: :
: :
: :
- -------------------------- -----------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
____________________ the within certificate and all rights thereunder, and
hereby irrevocably constitutes and appoints ____________________ Attorney,
with full power of substitution in the premises, to transfer said certificate
on the books kept for registration thereof.
Dated: ________________________
------------------------------
Note: The signature(s) to this Assignment must
correspond with the name(s) as written on the
face of the within certificate in every
particular, without alteration or enlargement
or any change whatever.
(1) An assignee which is not a United States
Person as defined in the Internal Revenue
Code of 1986, as amended (the "Code")
must certify to the Transfer Agent and
Registrar in writing as to such status
and such further information as may be
required under the Code or reasonably
requested by the Transfer Agent and
Registrar.
A-1-8
<PAGE> 55
EXHIBIT A-2
TO SUPPLEMENT
REGISTERED
FLEET CREDIT CARD MASTER TRUST II
CLASS B 7.20% ASSET BACKED CERTIFICATE,
SERIES 1999-C
THIS CLASS B CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE
ACCOUNT OF A BENEFIT PLAN.
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.
Evidencing an undivided interest in a trust, the corpus of
which consists of receivables generated from time to time in the
ordinary course of business in a portfolio of revolving consumer
credit card accounts owned by Fleet Bank (RI), National
Association (the "Bank") as successor in interest to Advanta
National Bank (formerly known as Advanta National Bank USA and
prior to that known as Colonial National Bank USA and successor
in interest to the former Advanta National Bank) or any
Additional Seller.
No. CUSIP NO.
--- ------------------
$
------------------
(Not an interest in or obligation of Fleet Bank (RI),
National Association, or any affiliate thereof, except to the
limited extent described herein.)
This certifies that CEDE & CO. (the "Investor Certificateholder") is the
registered owner of an undivided interest in certain assets of a trust (the
"Trust"), created pursuant to the Amended and Restated Pooling and Servicing
Agreement, dated as of December 1, 1993 (as amended and restated on May 23,
1994, and as amended by Amendment Number 1, dated as of July 1, 1994, as
further amended by Amendment Number 2, dated as of October 6, 1995, as
further amended by Amendment Number 3, dated as of February 20, 1998, and as
further amended by Amendment Number 4, dated as of May 14, 1999, and as
assigned by Advanta National Bank to the Bank pursuant to an Assignment and
Assumption Agreement, dated as of February 20, 1998,
<PAGE> 56
among Advanta National Bank, the Bank, Fleet Credit Card, LLC, and Bankers
Trust Company, as trustee, the "Amended and Restated Pooling and Servicing
Agreement") between the Bank, as seller (in such capacity, together with its
predecessor as sellers during such period as any such predecessors were
sellers, the "Seller") and servicer (in such capacity, the "Servicer") and
Bankers Trust Company, as trustee (the "Trustee"), as supplemented by the
Series 1999-C Supplement, dated as of November 3, 1999, by and between the
Bank, as Seller and Servicer, and the Trustee. The Amended and Restated
Pooling and Servicing Agreement, the Series 1999-C Supplement and any
amendments, exhibits and schedules thereto are collectively referred to
herein as the "Agreement." The corpus of the Trust consists of (i) a
portfolio of receivables (the "Receivables") arising under selected VISA and
MasterCard* consumer credit card accounts or other revolving consumer credit
accounts (the "Accounts") in portfolios of revolving consumer credit accounts
owned by any of the Bank or any Additional Seller, (ii) all monies due or to
become due in payment of the Receivables, all proceeds of the Receivables
(other than investment earnings related to such proceeds), (iii) the right to
receive certain Interchange attributed to cardholder charges for merchandise
and services in the Accounts, (iv) certain amounts recovered from Accounts in
which the Receivables have been written off as uncollectible, (v) proceeds of
credit insurance policies relating to the Receivables and (vi) all monies on
deposit in certain bank accounts of the Trust and the benefits of any type of
enhancement ("Series Enhancement") issued with respect to any Series (the
drawing on or payment of such Series Enhancement being available only to
Certificateholders of a specified Series or Class unless otherwise indicated
in the related Supplement). The Trust assets may also include participations
(including 100% participations) representing undivided interests in a pool of
assets primarily consisting of revolving credit card receivables or consumer
loan receivables (secured and unsecured), and any interests in both such
types of receivables, including securities representing or backed by both
such types of receivables, and other self-liquidating financial assets owned
by the Seller or any affiliate of the Seller and collections thereon. The
Seller, conveyed to the Trust all Receivables existing under certain
designated Accounts at the time of the formation of the Trust and all
Receivables arising under such Accounts from time to time thereafter. In
addition, the Seller has conveyed and the Seller may convey in the future all
Receivables existing under certain designated Additional Accounts (including
Automatic Additional Accounts) and all Receivables thereafter arising in such
Additional Accounts.
Although a summary of certain provisions of the Agreement is set
forth below, this Class B Certificate does not purport to summarize the
Agreement, such summary is qualified in its entirety by the terms and
provisions of the Agreement and reference is made to the Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds, and duties evidenced hereby and the rights, duties and obligations
of the Trustee. A copy of the Agreement may be obtained from the Trustee by
writing to the Trustee at Four Albany Street, New York, New York 10006,
Attention: Corporate Trust and Agency Group/Structured Finance Group. To the
extent not defined herein, the capitalized terms used herein have the
meanings ascribed to them in the Agreement.
- --------------
* VISA and MasterCard are registered trademarks of VISA USA, Inc., and
MasterCard International Incorporated, respectively.
A-2-2
<PAGE> 57
This Class B Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement to which the Holder of this
Class B Certificate by virtue of the acceptance hereof assents and is bound.
It is the intent of the Seller and the Class B Certificateholders
that, for federal income taxes, state and local income and franchise taxes
and any other taxes imposed on or measured by income, the Class B
Certificates will be treated as indebtedness secured by the Receivables. The
Servicer, by entering into the Agreement, and the Seller, the Holder of the
Bank Certificate, each Holder of a Class B Certificate, and each Holder of a
Class A Certificate, by acceptance of its Certificate, agrees to treat the
Series 1999-C Certificates for purposes of federal income taxes, state and
local income and franchise taxes, and any other taxes imposed on or measured
by income, as indebtedness of the Seller.
Subject to the terms of the Agreement, payments of principal of
the Class B Certificates are limited to the unpaid Class B Investor Amount,
which may be less than the unpaid principal balance of the Class B
Certificates, pursuant to the terms of the Agreement. Principal payments on
the Class B Certificates will not be made unless the Class A Certificates are
paid in full. All principal of and interest on the Class B Certificates is
scheduled to be paid by the October 2004 Distribution Date, but may be paid
earlier. Subject to prior termination as provided in the Agreement, the
interest of the Series 1999-C Certificateholders in the Trust will terminate
following the earliest of (i) the date on which the Investor Amount is paid
in full and (ii) the April 2007 Distribution Date and (iii) the termination
of the Trust pursuant to Section 12.01 of the Agreement.
The Receivables consist of Principal Receivables which arise
generally from the purchase of goods and services and cash advances and in
respect of Periodic Finance Charges, Overlimit Fees, Late Fees, annual
membership fees and annual service charges, if any, Cash Advance Fees,
transaction charges and all other fees and charges with respect to the
Accounts designated by the Seller to be included in Finance Charge
Receivables. This Certificate is one of a series of Certificates entitled
"Fleet Credit Card Master Trust II, Class B 7.20% Asset Backed Certificates,
Series 1999-C" (the "Class B Certificates"), each of which represents a
fractional undivided interest in certain assets of the Trust. The Trust's
assets are allocated in part to the Holders of the Class B Certificates and
in part to the Holders of the Class A Certificates, in part to the Collateral
Interest Holder, in part to the Holders of Investor Certificates of all other
Series and in part to the Seller as Holder of the Bank Certificate and the
Holders of any outstanding Supplemental Certificates outstanding from time to
time. The Bank Certificate and any outstanding Supplemental Certificates
represent the Sellers' Interest in the Trust. The Bank Certificate and any
outstanding Supplemental Certificates represent the interest in the Principal
Receivables not represented by the Investor Certificates.
THE CLASS B CERTIFICATES ARE SUBORDINATED TO THE CLASS A
CERTIFICATES TO THE EXTENT SET FORTH IN THE AGREEMENT.
The aggregate interest represented by the Series 1999-C
Certificates and the Collateral Interest at any time in the Principal
Receivables in the Trust shall not exceed an amount equal to the Principal
Allocation Percentage thereof (as set forth in the Agreement) at
A-2-3
<PAGE> 58
such time. The Initial Invested Amount is $300,000,000. The Invested Amount
for any date will equal the sum of the Class A Invested Amount, the Class B
Invested Amount and the Collateral Invested Amount. The Class B Initial
Invested Amount is $20,250,000. The Class B Invested Amount for any date
will be an amount equal to (a) the Class B Initial Invested Amount, minus (b)
the aggregate amount of principal payments made to the Class B
Certificateholders on or prior to such date, minus (c) the excess, if any, of
the aggregate amount of Class B Investor Charge-Offs for all prior
Distribution Dates over the aggregate amount of any reimbursement of Class B
Investor Charge-Offs for all Distribution Dates preceding such date, minus
(d) the amount of Reallocated Principal Collections allocated on all prior
Distribution Dates, minus (e) an amount equal to the amount by which the
Class B Invested Amount has been reduced pursuant to subsection 4.6(a) of the
Agreement on all prior Distribution Dates, plus (f) the amount of Excess
Spread and Excess Finance Charges allocated and available on all prior
Distribution Dates for the purpose of reimbursing amounts deducted pursuant
to the foregoing clauses (c), (d) and (e), and minus (g) the positive
difference, if any, between the Principal Funding Account Balance and the
Class A Investor Amount on such date; provided, however, that the Class B
Invested Amount may not be reduced below zero.
Interest will be distributed monthly on the 15th day of each
calendar month or, if such 15th day is not a Business Day, payment will be
made on the next succeeding Business Day (each, a "Distribution Date"),
commencing December 15, 1999, in an amount equal to one-twelfth of the
product of (i) the Class B Certificate Rate, and (ii) the outstanding
principal amount of the Class B Certificates as of the close of business on
the preceding Record Date; provided, however, with respect to the December
1999 Distribution Date, the amount of interest distributed on the Class B
Certificates will be $170,100.
The Class B Certificates will bear interest at the rate of 7.20%
per annum (the "Class B Certificate Rate").
On each Distribution Date with respect to the Accumulation Period
an amount equal to the least of (a) Available Investor Principal Collections
on deposit in the Collection Account with respect to such Distribution Date,
(b) the Controlled Deposit Amount for such Distribution Date (minus the
portion of such Controlled Deposit Amount for such Distribution Date applied
to Class A Monthly Principal on such Distribution Date)) and (c) the Class B
Invested Amount, will be deposited in the Principal Funding Account for
payment to the Class B Certificateholders on the Class B Expected Final
Distribution Date or the first Distribution Date with respect to the Rapid
Amortization Period provided that no such amounts shall be paid to the Class
B Certificates until the Class A Certificates are paid in full.
On each Distribution Date during the Rapid Amortization Period
(following the payment in full of the Class A Certificates) until the Class B
Investor Amount has been paid in full or the Series Termination Date occurs,
the Class B Certificateholders will be entitled to receive Available Investor
Principal Collections (minus the portion of Available Investor Principal
Collections applied to Class A Monthly Principal on such Distribution Date)
in an amount up to the Class B Investor Amount.
A-2-4
<PAGE> 59
On any Distribution Date occurring on or after the Investor
Amount is reduced to 5% or less of the Initial Invested Amount during the
Revolving Period, the Seller will have the option (to be exercised in their
sole discretion) to repurchase the Certificates.
This Class B Certificate does not represent an obligation of, or
an interest in, FleetBoston Financial, the Bank, any Additional Seller, the
Servicer or any Affiliate of any of them. None of the Class B Certificates,
the Accounts or the Receivables are deposits or insured or guaranteed by the
Federal Deposit Insurance Corporation or any other governmental agency. This
Class B Certificate is limited in right of payment to certain Collections
respecting the Receivables (and certain other amounts), all as more
specifically set forth herein and in the Agreement.
The Agreement may be amended under certain circumstances by the
Servicer, the Seller and the Trustee, without Certificateholder consent,
provided that (i) the Seller shall have delivered to the Trustee an Officer's
Certificate to the effect that the Seller reasonably believes that such
amendment will not result in the occurrence of a Pay out Event or materially
adversely affect the amount or timing of distributions to be made to the
Investor Certificateholders of any Series or Class and (ii) written
confirmation from each Rating Agency that such amendment will not result in a
reduction or withdrawal of the rating of the Series 1999-C Certificates or
the rating of any other outstanding Series or Class with respect to which it
is a Rating Agency.
The Agreement may be amended by the Servicer, the Seller and the
Trustee, with the consent of the Holders of Investor Certificates evidencing
not less than 66-2/3% of the aggregate Investor Amount of the Investor
Certificates of all adversely affected Series, for the purpose of adding any
provisions to, changing in any manner or eliminating any of the provisions of
the Agreement or of modifying in any manner the rights of Investor
Certificateholders of any Series then issued and outstanding; provided,
however, that no such amendment shall (a) reduce in any manner the amount of,
or delay the timing of, distributions to Investor Certificateholders or
deposits of amounts to be so distributed or the amount available under any
Series Enhancement without the consent to any such amendment of each affected
Certificateholder, (b) change the definition of or the manner of calculating
the interest of any Investor Certificateholder without the consent of each
affected Investor Certificateholder, (c) reduce the aforesaid percentage
required to consent to any such amendment without the consent of each
Investor Certificateholder or (d) adversely affect the rating of any Series
or Class by each Rating Agency without the consent of the Holders of Investor
Certificates of such Series or Class evidencing not less than 66-2/3% of the
aggregate Investor Amount of the Investor Certificates of such Series or
Class.
The Class B Certificates are issuable only in denominations of
$1,000 and integral multiples of $1,000 in excess thereof. 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 Holder or his
attorney and 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.
A-2-5
<PAGE> 60
As provided in the Agreement and subject to certain limitations
therein set forth, this Class B Certificate is exchangeable for a new Class B
Certificate evidencing a like aggregate fractional undivided interest, as
requested by the Holder surrendering this Class B Certificate. No service
charge may be imposed for any such exchange, but the 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.
This Class B Certificate may not be acquired by or for the
account of any benefit plan, trust or account, including an individual
retirement account, that is subject to the Employee Retirement Income
Security Act of 1974, as amended, or that is described in Section 4975(e)(1)
of the Internal Revenue Code of 1986, as amended, or an entity whose
underlying assets include plan assets by reason of a plan's investment in
such entity (a "Benefit Plan"). By accepting and holding this Class B
Certificate, the Holder hereof shall be deemed to have represented and
warranted that it is not a Benefit Plan. By acquiring any interest in this
Class B Certificate, the applicable Certificate Owner or Owners shall be
deemed to have represented and warranted that it or they are not Benefit
Plans.
Prior to due presentation of this Class B Certificate for
registration of transfer, the Transfer Agent and Registrar, the Paying Agent
and the Trustee 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 Trustee, the Paying Agent or 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
and governed by the laws of the State of New York, without reference to its
conflict of law provisions.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee, by manual signature, or by an authenticating
agent appointed by the Trustee, this Class B Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
A-2-6
<PAGE> 61
IN WITNESS WHEREOF, the Seller has caused this Class B
Certificate to be duly executed.
FLEET BANK (RI), NATIONAL ASSOCIATION
By:
-----------------------------
Vice President
This is one of the Class B Certificates referred to in the
within-mentioned Agreement.
BANKER TRUST COMPANY,
as Trustee,
By:
------------------------------
Authorized Officer
Dated:
A-2-7
<PAGE> 62
----------
ASSIGNMENT
----------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE(S)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
- --------------------------
: :
: :
: :
- -------------------------- -----------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
____________________ the within certificate and all rights thereunder, and
hereby irrevocably constitutes and appoints ____________________ Attorney,
with full power of substitution in the premises, to transfer said certificate
on the books kept for registration thereof.
Dated: ________________________
------------------------------
Note: The signature(s) to this Assignment must
correspond with the name(s) as written on the
face of the within certificate in every
particular, without alteration or enlargement
or any change whatever.
(1) An assignee which is not a United States
Person as defined in the Internal Revenue
Code of 1986, as amended (the "Code")
must certify to the Transfer Agent and
Registrar in writing as to such status
and such further information as may be
required under the Code or reasonably
requested by the Transfer Agent and
Registrar.
A-2-8
<PAGE> 63
EXHIBIT B
TO SUPPLEMENT
MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
FLEET BANK (RI), NATIONAL ASSOCIATION
------------------------------
FLEET CREDIT CARD MASTER TRUST II
Series 1999-C
------------------------------
The undersigned, a duly authorized representative of Fleet Bank (RI),
National Association, (the "Bank"), as successor in interest to Advanta
National Bank (formerly known as Advanta National Bank USA and prior to that
known as Colonial National Bank USA and successor in interest to the former
Advanta National Bank), as Seller and Servicer pursuant to the Amended and
Restated Pooling and Servicing Agreement dated as of December 1, 1993, (as
amended and restated on May 23, 1994, and as amended by Amendment Number 1,
dated as of July 1, 1994, as further amended by Amendment Number 2, dated as
of October 6, 1995, as further amended by Amendment Number 3, dated as of
February 20, 1998, and as further amended by Amendment Number 4, dated May
14, 1999, and as assigned by Advanta National Bank to the Bank pursuant to an
Assignment and Assumption Agreement, dated as of February 20, 1998, among
Advanta National Bank, the Bank, Fleet Credit Card, LLC, and Bankers Trust
Company, as trustee, the "Amended and Restated Pooling and Servicing
Agreement") between the Bank, as seller (in such capacity, together with its
predecessors as sellers during such period as any such predecessors were
sellers, the "Seller") and servicer (in such capacity, the "Servicer") and
Bankers Trust Company, as trustee (the "Trustee"), as supplemented by the
Series 1999-C Supplement, dated as of November 3, 1999, by and between the
Bank, as Seller and Servicer, and the Trustee does hereby certify as follows:
A) Capitalized terms used in this Certificate have their
respective meanings set forth in the Agreement. References herein to certain
sections are references to the respective sections of the Agreement.
B) The Bank is Servicer under the Agreement.
C) The undersigned is a Servicing Officer.
D) The date of this notice is a Determination Date under the
Agreement.
<PAGE> 64
I. APPLICATION OF CLASS A AVAILABLE FUNDS, CLASS B AVAILABLE FUNDS,
COLLATERAL AVAILABLE FUNDS AND AVAILABLE INVESTOR PRINCIPAL
COLLECTIONS.
Pursuant to the Supplement, the Servicer does hereby instruct the
Trustee (i) to make the following withdrawals from the Collection
Account with respect to the Distribution Date and (ii) to apply the
proceeds of such withdrawals in accordance with referenced Sections
of the Supplement:
A) Class A Available Funds (Section 4.5(a)):
----------------------------------------
(1) Class A Monthly Interest........... $__________
(2) Overdue Class A Monthly Interest... $__________
(3) Class A Additional Interest........ $__________
(4) Class A Servicing Fee.............. $__________
(5) Overdue Class A Servicing Fee...... $__________
(6) Class A Investor Default Amount
(to be treated as Available
Investor Principal Collections).... $__________
(7) Excess Spread...................... $__________
B) Class B Available Funds (Section 4.5(b)):
----------------------------------------
(1) Class B Monthly Interest........... $__________
(2) Overdue Class B Monthly Interest... $__________
(3) Class B Additional Interest........ $__________
(4) Class B Servicing Fee.............. $__________
(5) Overdue Class B Servicing Fee...... $__________
(6) Excess Spread...................... $__________
C) Collateral Available Funds (Section 4.5(c))
-------------------------------------------
(1) If the Bank or Trustee is not the
Servicer, Collateral Servicing
Fee, if any........................ $__________
(2) Overdue Collateral Servicing Fee,
if any............................. $__________
(3) Excess Spread...................... $__________
B-2
<PAGE> 65
D) Available Investor Principal Collections (Sections 4.5(d)
---------------------------------------------------------
and (e)):
---------
(1) Class A Monthly Principal.......... $__________
(2) Class B Monthly Principal.......... $__________
(3) Collateral Monthly Principal....... $__________
(4) Shared Principal Collections
(available for other Series in
Group One or the Holders of the
Seller Certificates)............... $__________
E) Excess Spread (Section 4.7):
----------------------------
(1) Class A Required Amount, if any.... $__________
(2) Class A Investor Charge-Offs (to
be treated as Available Investor
Principal Collections)............. $__________
(3) Portion of Class B Required
Amount, if any..................... $__________
(4) Class B Investor Default Amount
(to be treated as Available
Investor Principal Collections).... $__________
(5) Reimbursement of prior reductions
in Class B Invested Amount (to be
treated as Available Investor
Principal Collections)............. $__________
(6) Collateral Minimum Monthly
Interest, Overdue Collateral
Minimum Monthly Interest and
Collateral Additional Interest..... $__________
(7) Any Collateral Servicing Fee and
any unpaid Collateral Servicing Fee $__________
(8) Collateral Default Amount (to be
treated as Available Investor
Principal Collections)............. $__________
(9) Reimbursement of prior reductions
in Collateral Invested Amount (to
be treated as Available Investor
Principal Collections)............. $__________
(10) Excess of Required Reserve Account
Amount over the amount on deposit
in Reserve Account................. $__________
(11) Amounts due to Collateral Interest
Holder............................. $__________
B-3
<PAGE> 66
F) Reallocated Principal Collections (Section 4.8):
------------------------------------------------
(1) Payable in respect of Class A
Required Amount.................... $__________
(2) Payable in respect of Class B
Required Amount.................... $__________
(3) Balance (to be treated as
Available Investor Principal
Collections)....................... $__________
G) Excess Finance Charges (Section 4.9):
-------------------------------------
(1) Finance Charge Shortfall for
Series 1999-C...................... $__________
(2) Excess Finance Charges from other
Series in Group One allocated to
Series 1999-C...................... $__________
H) Shared Principal Collections (Section 4.10):
--------------------------------------------
(1) Principal Shortfall for Series
1999-C............................. $__________
(2) Shared Principal Collections from
other Series in Group One
allocated to Series 1999-C......... $__________
B-4
<PAGE> 67
IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this ____ day of __________, ____.
FLEET BANK (RI), NATIONAL ASSOCIATION,
as Servicer
By:______________________________
Servicing Officer
B-5
<PAGE> 68
EXHIBIT C
TO SUPPLEMENT
FORM OF MONTHLY CERTIFICATEHOLDER'S STATEMENT
(To be delivered by the Paying Agent on behalf
of the Trustee on each Distribution Date
pursuant to Section 5.2(b) of the Supplement)
FLEET BANK (RI), NATIONAL ASSOCIATION
------------------------------
FLEET CREDIT CARD MASTER TRUST II
SERIES 1999-C
------------------------------
Under the Amended and Restated Pooling and Servicing Agreement
dated as of December 1, 1993, (as amended and restated on May 23, 1994, and
as amended by Amendment Number 1, dated as of July 1, 1994, as further
amended by Amendment Number 2, dated as of October 6, 1995, as further
amended by Amendment Number 3, dated as of February 20, 1998, as further
amended by Amendment Number 4, dated as of May 14, 1999, and as assigned by
Advanta National Bank to the Bank pursuant to an Assignment and Assumption
Agreement, dated as of February 20, 1998, among Advanta National Bank, the
Bank, Fleet Credit Card, LLC, and Bankers Trust Company, as trustee, the
"Amended and Restated Pooling and Servicing Agreement") between the Bank, as
seller (in such capacity, together with its predecessors as sellers during
such period as any such predecessors were sellers, the "Seller") and servicer
(in such capacity, the "Servicer") and Bankers Trust Company, as trustee (the
"Trustee"), as supplemented by the Series 1999-C Supplement, dated as of
November 3, 1999, by and between the Bank, as Seller and Servicer, and the
Trustee. The Bank, as Servicer, is required to prepare certain information
each month regarding current distributions to all Series 1999-C
Certificateholders. This statement relates to the Distribution Date (the
"Distribution Date") and the performance of the Fleet Credit Card Master
Trust II (the "Trust") during the prior Monthly Period (the "Monthly
Period"). Certain of the information is presented on the basis of an
original principal amount of $1,000 per Series 1999-C Certificate. Certain
other information is presented based on the aggregate amounts for the Trust
as a whole. All capitalized terms used herein shall have the respective
meanings set forth in the Agreement.
1. The total amount of the distribution on the
Distribution Date per $1,000 original principal
amount of the Class A Certificates................ $__________
<PAGE> 69
2. The total amount of the distribution on the
Distribution Date per $1,000 original principal
amount of the Class B Certificates................ $__________
3. The amount of the distribution set forth in
paragraph 1 above in respect of principal per
$1,000 original principal amount of the Class A
Certificates...................................... $__________
4. The amount of the distribution set forth in
paragraph 2 above in respect of principal per
$1,000 original principal amount of the Class B
Certificates...................................... $__________
5. The amount of the distribution set forth in
paragraph 1 above in respect of interest per
$1,000 original principal amount of the Class A
Certificates...................................... $___________
6. The amount of the distribution set forth in
paragraph 2 above in respect of interest per
$1,000 original principal amount of the Class B
Certificates...................................... $__________
7. The aggregate amount of Collections of
Receivables processed for the prior Monthly
Period which were allocated in respect of Series
1999-C............................................ $__________
8. The aggregate amount of Collections of Principal
Receivables processed during the prior Monthly
Period and allocated in respect of Series 1999-C.. $__________
9. The aggregate amount of Reallocated Principal
Collections with respect to the prior Monthly
Period............................................ $__________
10. The aggregate amount of Collections of Finance
Charge Receivables processed during the prior
Monthly Period and allocated in respect of the
Class A Certificates.............................. $__________
11. The aggregate amount of Collections of Finance
Charge Receivables processed during the prior
Monthly Period and allocated in respect of the
Class B Certificates.............................. $__________
12. The Principal Allocation Percentage(s) during the
prior Monthly Period.............................. ____% [Dates]
____% [Dates]
13. The Floating Allocation Percentage(s) during the
prior Monthly Period.............................. ____% [Dates]
____% [Dates]
C-2
<PAGE> 70
14. The aggregate outstanding balance of Accounts $__________
which are 30, 60, 90, 120, 150 and 180 or more $__________
days delinquent as of the end of the prior $__________
Monthly Period is................................. $__________
$__________
$__________
15. The Class A Investor Default Amount for the prior
Monthly Period is................................. $__________
16. The Class B Investor Default Amount for the prior
Monthly Period is................................. $__________
17. The Collateral Default Amount for the prior
Monthly Period.................................... $__________
18. The aggregate amount of Class A Investor
Charge-Offs for the prior Monthly Period is....... $__________
19. The aggregate amount of Class B Investor
Charge-Offs for the prior Monthly Period is....... $__________
20. The aggregate amount of Collateral Charge-Offs
for the prior Monthly Period...................... $__________
21. The aggregate amount of Class A Investor
Charge-Offs reimbursed on the Distribution Date is $__________
22. The aggregate amount of Class B Investor
Charge-Offs reimbursed on the Distribution Date is $__________
23. The aggregate amount of Collateral Charge-Offs
reimbursed on the Distribution Date .............. $__________
24. The amount of the Class A Servicing Fee for the
prior Monthly Period is........................... $__________
25. The amount of the Class B Servicing Fee for the
prior Monthly Period is........................... $__________
26. The amount of the Collateral Servicing Fee for
the prior Monthly Period is....................... $__________
27. The Class A Investor Amount after giving effect
to any payments on the Distribution Date is....... $__________
28. The Class A Invested Amount after giving effect
to any payments on the Distribution Date is....... $__________
29. The Class B Investor Amount after giving effect
to any payments on the Distribution Date is....... $__________
30. The Class B Invested Amount after giving effect
to any payments on the Distribution Date is....... $__________
C-3
<PAGE> 71
31. The amount, if any, by which the outstanding
principal balance of the Class A Certificates
exceeds the Class A Investor Amount after giving
effect to any activity on the Distribution Date is $__________
32. The amount, if any, by which the outstanding
principal balance of the Class B Certificates
exceeds the Class B Investor Amount after giving
effect to any activity on the Distribution Date is $__________
33. The Collateral Invested Amount as of the close of
business on the Distribution Date................. $__________
34. The amount on deposit in the Principal Funding
Account as of the close of business on the
Distribution Date is ............................. $__________
35. The amount on deposit in the Reserve Account as
of the close of business on the Distribution Date
is................................................ $__________
36. The amount by which the Net Portfolio Yield for
the prior Monthly Period exceeds the Base Rate
for such Monthly Period........................... $__________
37. The Net Portfolio Yield for the prior Monthly
Period is......................................... $__________
38. The Base Rate for the Prior Monthly Period is..... $__________
39. The amount of Interchange with respect to the
prior Monthly Period is........................... $__________
40. The Deficit Controlled Accumulation Amount (after
giving effect to any activity on the Distribution
Date)............................................. $__________
FLEET BANK (RI), NATIONAL ASSOCIATION,
as Servicer
By:______________________________
Title
C-4
<PAGE> 72
EXHIBIT D
TO SUPPLEMENT
FORM OF INVESTMENT LETTER
[Date]
Re: Fleet Credit Card Master Trust II;
Purchases of Series 1999-C Collateral Interest
Ladies and Gentlemen:
This letter (the "Investment Letter") is delivered by the
undersigned (the "Purchaser") pursuant to Section 10.8 of the Series 1999-C
Supplement, dated as of November 3, 1999 (the "Series Supplement") to the
Pooling and Servicing Agreement, dated as of December 1, 1993 (as amended and
supplemented, the "Agreement"), each among Bankers Trust Company, as Trustee,
and Fleet Bank (RI), National Association, as Seller and Servicer.
Capitalized terms used herein without definition shall have the meanings set
forth in the Agreement. The Purchaser represents to and agrees with the
Seller as follows:
(a) The Purchaser has such knowledge and experience in
financial and business matters as to be capable of
evaluating the merits and risks of its investment in the
Collateral Interest and is able to bear the economic risk
of such investment.
(b) The Purchaser is an "accredited investor," as defined in
Rule 501, promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of
1933, as amended (the "Securities Act"), or is a
sophisticated institutional investor. The Purchaser
understands that the offering and sale of the Collateral
Interest has not been and will not be registered under the
Securities Act and has not and will not be registered or
qualified under any applicable "Blue Sky" law, and that the
offering and sale of the Collateral Interest has not been
reviewed by, passed on or submitted to any federal or state
agency or commission, securities exchange or other
regulatory body.
(c) The Purchaser is acquiring an interest in the Collateral
Interest without a view to any distribution, resale or
other transfer thereof except, with respect to any
Collateral Interest or any interest or participation
therein, as contemplated in the following sentence. The
Purchaser will not resell or otherwise transfer any
interest or participation in the Collateral Interest,
except in accordance with Section 10.8 of the Series
Supplement and (i) in a transaction exempt from the
registration requirements of the Securities Act of 1933, as
amended, and applicable state securities or "blue sky"
laws; (ii) to the Seller or any affiliate of the Seller; or
(iii) to a person who
D-1
<PAGE> 73
the Purchaser reasonably believes is a qualified
institutional buyer (within the meaning thereof in Rule
144A under the Securities Act) that is aware that the
resale or other transfer is being made in reliance upon
Rule 144A. In connection therewith, the Purchaser hereby
agrees that it will not resell or otherwise transfer the
Collateral Interest or any interest therein unless the
purchaser thereof provides to the addressee hereof a letter
substantially in the form hereof.
(d) No portion of the Collateral Interest or any interest
therein may be transferred, and each Assignee will certify
that it is not, (a) an "employee benefit plan" (as defined
in Section 3(3) of ERISA), including governmental plans and
church plans, (b) any "plan" (as defined in Section
4975(e)(1) of the Code) including individual retirement
accounts and Keogh plans, or (c) any other entity whose
underlying assets include "plan assets" (within the meaning
of Department of Labor Regulation Section 2510.3-101, 29
C.F.R. Section 2510.3-101 or otherwise under ERISA) by
reason of a plan's investment in the entity, including,
without limitation, an insurance company general account.
(e) This Investment Letter has been duly executed and
delivered and constitutes the legal, valid and binding
obligation of the Purchaser, enforceable against the
Purchaser in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws or equitable
principles affecting the enforcement of creditors' rights
generally and general principles of equity.
Very truly yours,
[NAME OF PURCHASER]
By: ___________________________
Name:
Title:
AGREED TO AS OF THE DATE FIRST ABOVE
WRITTEN:
FLEET BANK (RI), NATIONAL ASSOCIATION
By: _______________________
Name:
Title:
D-2
<PAGE> 1
EXHIBIT 4.2
EXECUTION COPY
- ------------------------------------------------------------------------------
FLEET BANK (RI), NATIONAL ASSOCIATION
Seller and Servicer
and
BANKERS TRUST COMPANY
Trustee
on behalf of the Series 1999-D Certificateholders
SERIES 1999-D SUPPLEMENT
Dated as of November 3, 1999
to
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of December 1, 1993,
as Amended and Restated on May 23, 1994
FLEET CREDIT CARD MASTER TRUST II
SERIES 1999-D
- ------------------------------------------------------------------------------
<PAGE> 2
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
ARTICLE I
Creation of the Series 1999-D Certificates
<S> <C>
Section 1.1 Designation....................................................................................1
ARTICLE II
Definitions
Section 2.1 Definitions....................................................................................2
ARTICLE III
Servicer and Trustee
Section 3.1 Servicing Compensation........................................................................16
ARTICLE IV
Rights of Series 1999-D Certificateholders and Collateral Interest Holder and Allocation and
Application of Collections
Section 4.1 Collections and Allocations...................................................................17
Section 4.2 Determination of Monthly Interest.............................................................19
Section 4.3 Determination of Monthly Principal............................................................21
Section 4.4 Required Amount...............................................................................22
Section 4.5 Application of Class A Available Funds, Class B Available Funds, Collateral Available
Funds and Available Investor Principal Collections............................................22
Section 4.6 Defaulted Amounts; Investor Charge-Offs.......................................................24
Section 4.7 Excess Spread; Excess Finance Charges.........................................................26
Section 4.8 Reallocated Principal Collections.............................................................27
Section 4.9 Excess Finance Charges........................................................................28
Section 4.10 Shared Principal Collections..................................................................28
Section 4.11 Determination of LIBOR........................................................................29
Section 4.12 Principal Funding Account.....................................................................29
Section 4.13 Accumulation Period...........................................................................30
Section 4.14 Reserve Account...............................................................................31
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
TABLE OF CONTENTS
(continued)
PAGE
ARTICLE V
Distributions and Reports to Series 1999-D Certificateholders
<S> <C>
Section 5.1 Distributions.................................................................................33
Section 5.2 Certificates and Statements...................................................................34
ARTICLE VI
Series 1999-D Pay Out Events
Section 6.1 Series 1999-D Pay Out Events..................................................................34
ARTICLE VII
Optional Repurchase; Series Termination
Section 7.1 Optional Repurchase...........................................................................36
Section 7.2 Series Termination............................................................................36
ARTICLE VIII
Final Distributions
Section 8.1 Sale of Receivables or Certificateholders' Interest Pursuant to Section 2.06 or 10.01
of the Agreement..............................................................................37
Section 8.2 Distribution of Proceeds of Sale, Disposition or Liquidation of the Receivables
Pursuant to Section 9.02 of the Agreement.....................................................38
Section 8.3 Instructions Pursuant to Section 9.02(a) of the Agreement.....................................39
ARTICLE IX
Certificates
Section 9.1 Book-Entry Certificates.......................................................................40
ARTICLE X
Miscellaneous Provisions
Section 10.1. Certain Matters Regarding the Collateral Interest Holder......................................40
Section 10.2 Ratification of Agreement.....................................................................40
Section 10.3 Counterparts..................................................................................40
Section 10.4 Governing Law.................................................................................40
Section 10.5 Notices.......................................................................................40
Section 10.6 Amendments....................................................................................40
</TABLE>
ii
<PAGE> 4
<TABLE>
<CAPTION>
TABLE OF CONTENTS
(continued)
PAGE
<S> <C>
Section 10.7. Uncertificated Securities.....................................................................41
Section 10.8. Transfers of the Collateral Interest..........................................................41
EXHIBITS
EXHIBIT A-1 Form of Class A Certificate
EXHIBIT A-2 Form of Class B Certificate
EXHIBIT B Form of Monthly Payment Instructions
EXHIBIT C Form of Monthly Certificateholders' Statement
EXHIBIT D Form of Investment Letter
</TABLE>
iii
<PAGE> 5
SERIES 1999-D SUPPLEMENT, dated as of November 3, 1999 (the
"Supplement"), among FLEET BANK (RI), NATIONAL ASSOCIATION, a national
banking association, as Seller and Servicer by assignment from ADVANTA
NATIONAL BANK pursuant to an Assignment and Assumption Agreement dated as of
February 20, 1998, and BANKERS TRUST COMPANY, a New York banking corporation,
as Trustee.
Pursuant to the Amended and Restated Pooling and Servicing
Agreement dated as of December 1, 1993, as Amended and Restated on May 23,
1994 (and as subsequently amended and supplemented, including by the terms of
this Supplement, the "Agreement"), among Fleet Bank (RI), National
Association (successor to Advanta National Bank), as Seller and Servicer, and
the Trustee, the Fleet Credit Card Master Trust II (formerly known as ADVANTA
Credit Card Master Trust II) (the "Trust") has been created. Section 6.03 of
the Agreement provides that the Seller may from time to time direct the
Trustee to authenticate one or more new Series of Investor Certificates
representing fractional undivided interests in the Trust. The Principal
Terms of any new Series are to be set forth in a Supplement to the Agreement.
Pursuant to this Supplement, the Seller and the Trustee shall
create a new Series of Investor Certificates and specify the Principal Terms
thereof.
ARTICLE I
Creation of the Series 1999-D Certificates
Section 1.1 Designation.
(a) There is hereby created a Series of Investor Certificates
to be issued pursuant to the Agreement and this Supplement to be known as
"Fleet Credit Card Master Trust II, Series 1999-D." The Series of Investor
Certificates created hereby shall be issued in two Classes. The first Class
shall be known as the "Class A Floating Rate Asset-Backed Certificates,
Series 1999-D," and the second Class shall be known as the "Class B Floating
Rate Asset-Backed Certificates, Series 1999-D." In addition, there is hereby
created a third Class of interests in the Trust which, except as expressly
provided herein, shall be deemed to be "Investor Certificates" for all
purposes under the Agreement and this Supplement and shall be in
uncertificated form and which shall be known as the "Collateral Interest,
Series 1999-D." The Collateral Interest Holder shall be the Series Enhancer
for Series 1999-D.
(b) Series 1999-D shall be included in Group One. Series
1999-D shall be a Principal Sharing Series with respect to Group One only.
Series 1999-D shall not be subordinated to any other Series. Notwithstanding
any provision in the Agreement or in this Supplement to the contrary, the
first Distribution Date with respect to Series 1999-D shall be the December
15, 1999 Distribution Date, and references herein to the Monthly Period
relating to the December 15, 1999 Distribution Date shall mean the period
from the Closing Date through the end of November 1999.
(c) 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 Supplement shall govern.
<PAGE> 6
(d) The Collateral Interest Holder, as holder of an "Investor
Certificate" under the Agreement, shall be entitled to the benefits of the
Agreement and this Supplement. Notwithstanding the foregoing, except as
expressly provided herein, (i) the provisions of Article VI and Article XII
of the Agreement relating to the execution, authentication, delivery,
presentation, cancellation and surrender of Registered Certificates and
clauses (a) and (c) of the definition of "Tax Opinion" in Section 1.01 of the
Agreement shall not be applicable to the Collateral Interest, and (ii) the
provisions of Section 3.07 of the Agreement shall not cause the Collateral
Interest to be treated as debt for federal, state and local income and
franchise tax purposes, but rather the Seller intends, and together with the
Collateral Interest Holder, agrees to treat the Collateral Interest for
federal, state and local income and franchise tax purposes as representing an
equity interest in the assets of the Trust.
ARTICLE II
Definitions
Section 2.1 Definitions.
(a) Whenever used in this Supplement, the following words and
phrases shall have the following meanings, and the definitions of such terms
are applicable to the singular as well as the plural forms of such terms and
the masculine as well as the feminine and neuter genders of such terms.
"Accumulation Date" shall mean the close of business on December
31, 2003.
"Accumulation Period" unless a Pay Out Event with respect to
Series 1999-D shall have occurred prior thereto, the period commencing on the
Accumulation Date or such later date as is determined in accordance with
Section 4.13 and ending on the first to occur of (a) the commencement of the
Rapid Amortization Period, (b) the payment in full to the Series 1999-D
Holders of the Investor Amount or (c) the Series Termination Date.
"Accumulation Period Length" shall have the meaning specified in
Section 4.13.
"Additional Interest" shall mean, at any time of determination,
the Class A Additional Interest, the Class B Additional Interest and the
Collateral Additional Interest.
"Assignee" shall have the meaning specified in subsection 10.8(a).
"Available Investor Principal Collections" shall mean, with
respect to any Monthly Period, an amount equal to the sum of (a) (i) an
amount equal to the Principal Allocation Percentage of all Collections of
Principal Receivables received during such Monthly Period minus (ii) the
amount of Reallocated Principal Collections with respect to such Monthly
Period which pursuant to Section 4.8 are required to fund any deficiency in
the amounts to be distributed pursuant to Sections 4.5(a)(i), (ii) and (iii),
4.5(b)(i), and (ii) and 4.7(d) for the related Distribution Date, plus (b)
any Shared Principal Collections with respect to other Series in Group One
that are allocated to Series 1999-D in accordance with Section 4.04 of the
Agreement and Section 4.10 hereof, plus (c) any other amounts which pursuant
to subsection 4.5(a)(iii)
2
<PAGE> 7
(including any amounts allocated with respect thereto pursuant to subsection
4.7(a)) and Section 4.7 hereof are to be treated as Available Investor
Principal Collections with respect to the related Distribution Date.
"Average Principal Balance" shall mean, for any Monthly Period in
which an Addition Date occurs, the weighted average of the sum of the
Principal Receivables in the Trust and the principal amount on deposit in the
Excess Funding Account at the end of the day on the last day of the prior
Monthly Period and the sum of the Principal Receivables in the Trust and the
principal amount on deposit in the Excess Funding Account at the end of the
day on the related Addition Date, weighted, respectively, by a fraction, the
numerator of which is the number of days from and including the first day of
such Monthly Period, to but excluding the related Addition Date, and the
denominator of which is the number of days in such Monthly Period, and by a
fraction, the numerator of which is the number of days from and including the
related Addition Date to and including the last day of such Monthly Period,
and the denominator of which is the number of days in such Monthly Period.
"Bank" shall mean Fleet Bank (RI), National Association.
"Base Rate" shall mean, with respect to any Monthly Period, the
annualized percentage equivalent of a fraction, the numerator of which is
equal to the sum of the Class A Monthly Interest, the Class B Monthly
Interest, the Collateral Minimum Monthly Interest and the Monthly Servicing
Fee with respect to the related Distribution Date and the denominator of
which is the Investor Amount as of the last day of the preceding Monthly
Period.
"Class A Additional Interest" shall have the meaning specified in
subsection 4.2(a).
"Class A Available Funds" shall mean, with respect to any Monthly
Period, an amount equal to the sum of (a) the Class A Floating Percentage of
the Collections of Finance Charge Receivables allocated to Series 1999-D
(including any amounts that are to be treated as Collections of Finance
Charge Receivables in accordance with the Agreement) and (b) the amount of
Principal Funding Investment Proceeds, if any, with respect to such
Distribution Date and (c) the amount of funds, if any, to be withdrawn from
the Reserve Account which, pursuant to Section 4.14, are required to be
included in Class A Available Funds with respect to such Distribution Date.
"Class A Certificate Rate" shall mean for any Interest Period
with respect to the Class A Certificates, a per annum rate equal to LIBOR as
of the LIBOR Determination Date applicable to such Interest Period plus the
Class A Certificate Rate Spread.
"Class A Certificate Rate Spread" shall mean 0.22% per annum.
"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 Seller and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-1.
3
<PAGE> 8
"Class A Expected Final Distribution Date" shall mean the October
2004 Distribution Date.
"Class A Floating Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is equal to the Class A
Invested Amount as of the close of business on the last day of the preceding
Monthly Period and the denominator of which is equal to the Invested Amount
as of such day; provided, however, that with respect to the first Monthly
Period, the Class A Floating Percentage shall mean the percentage equivalent
of a fraction, the numerator of which is the Class A Initial Invested Amount
and the denominator of which is the Initial Invested Amount.
"Class A Initial Invested Amount" shall mean $489,000,000.
"Class A Interest Shortfall" shall have the meaning specified in
subsection 4.2(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 aggregate amount of principal payments made to the Class A
Certificateholders on or prior to such date, minus (c) the excess, if any, of
the aggregate amount of Class A Investor Charge-Offs for all prior
Distribution Dates over the aggregate amount of Class A Investor Charge-Offs
reimbursed pursuant to subsection 4.6(a) prior to such date minus (d) the
Principal Funding Account Balance (but not in excess of the Class A Initial
Invested Amount) on such date.
"Class A Investor Amount" shall mean, on any date of
determination, an amount equal to the sum of (a) the Class A Invested Amount
and (b) the Principal Funding Account Balance (but not in excess of the Class
A Initial Invested Amount).
"Class A Investor Charge-Off" shall have the meaning specified in
Section 4.6(a).
"Class A Investor Default Amount" shall mean, with respect to
each Distribution Date, an amount equal to the product of (i) the Investor
Default Amount for the related Monthly Period and (ii) the Class A Floating
Percentage for such Monthly Period.
"Class A Monthly Interest" shall have the meaning specified in
Section 4.2(a).
"Class A Monthly Principal" shall have the meaning specified in
Section 4.3(a).
"Class A Penalty Rate" shall mean the sum of the Class A
Certificate Rate and 2.0% per annum.
"Class A Principal Percentage" shall mean, with respect to any
Monthly Period (i) during the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of
which is the Class A Invested Amount as of the last day of the immediately
preceding Monthly Period and the denominator of which is the Invested Amount
as of such day and (ii) after the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of
which is the Class A Invested Amount as of the last day of the Revolving
Period, and the denominator of which is the
4
<PAGE> 9
Invested Amount as of such last day; provided, however, that with respect to
the first Monthly Period, the Class A Principal Percentage shall mean the
percentage equivalent of a fraction, the numerator of which is the Class A
Initial Invested Amount and the denominator of which is the Initial Invested
Amount.
"Class A Required Amount" shall have the meaning specified in
Section 4.4(a).
"Class A Servicing Fee" shall have the meaning specified in
Section 3.1.
"Class B Additional Interest" shall have the meaning specified in
Section 4.2(b).
"Class B Available Funds" shall mean, with respect to any Monthly
Period, an amount equal to the Class B Floating Percentage of the Collections
of Finance Charge Receivables allocated to Series 1999-D (including any
amounts that are to be treated as Collections of Finance Receivables in
accordance with the Agreement).
"Class B Certificate Rate" shall mean, for any Interest Period
with respect to the Class B Certificates, a per annum rate equal to LIBOR as
of the LIBOR Determination Date for such Interest Period plus the Class B
Certificate Rate Spread.
"Class B Certificate Rate Spread" shall mean 0.50% per annum.
"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 Seller 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 October
2004 Distribution Date.
"Class B Floating Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is equal to the Class B
Invested Amount as of the close of business on the last day of the preceding
Monthly Period and the denominator of which is equal to the Invested Amount
as of such day; provided, however, that with respect to the first Monthly
Period, the Class B Floating Percentage shall mean the percentage equivalent
of a fraction, the numerator of which is the Class B Initial Invested Amount
and the denominator of which is the Initial Invested Amount.
"Class B Initial Invested Amount" shall mean $45,000,000.
"Class B Interest Shortfall" shall have the meaning specified in
Section 4.2(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) the aggregate amount of principal payments made to the Class B
Certificateholders on or prior to such date, minus (c) the excess, if any, of
the aggregate amount of Class B Investor Charge-Offs for all prior
Distribution Dates
5
<PAGE> 10
over the aggregate amount of any reimbursement of Class B Investor
Charge-Offs pursuant to subsection 4.6(b) for all Distribution Dates
preceding such date, minus (d) the aggregate amount of Reallocated Principal
Collections allocated on all prior Distribution Dates pursuant to Section
4.8(a) (excluding any Reallocated Principal Collections that have resulted in
a reduction in the Collateral Invested Amount pursuant to Section 4.6(c)),
minus (e) an amount equal to the amount by which the Class B Invested Amount
has been reduced on all prior Distribution Dates pursuant to Section 4.6(a)
plus (f) the aggregate amount of Excess Spread and Excess Finance Charges
allocated and available on all prior Distribution Dates pursuant to Section
4.7(e) for the purpose of reimbursing amounts deducted pursuant to the
foregoing clauses (c), (d) and (e); and minus (g) the positive difference, if
any, between the Principal Funding Account Balance and the Class A Investor
Amount on such date; provided, however, that the Class B Invested Amount may
not be reduced below zero.
"Class B Investor Amount" shall mean, for any date of
determination, an amount equal to the sum of (a) the Class B Invested Amount
and (b) the positive difference, if any, between the Principal Funding
Account Balance and the Class A Investor Amount on such date (such sum not to
exceed the Class B Initial Invested Amount).
"Class B Investor Charge-Off" shall have the meaning specified in
Section 4.6(b).
"Class B Investor Default Amount" shall mean, with respect to
each Distribution Date, an amount equal to the product of (i) the Investor
Default Amount for the related Monthly Period and (ii) the Class B Floating
Percentage for such Monthly Period.
"Class B Monthly Interest" shall have the meaning specified in
Section 4.2(b).
"Class B Monthly Principal" shall have the meaning specified in
Section 4.3(b).
"Class B Penalty Rate" shall mean the sum of the Class B
Certificate Rate and 2.0% per annum.
"Class B Principal Commencement Date" shall mean, the earlier to
occur of (x) the Class B Expected Final Distribution Date (but only if the
Class A Investor Amount is paid in full on such date) and (y) the Special
Payment Date on which the Class A Investor Amount is paid in full.
"Class B Principal Percentage" shall mean with respect to any
Monthly Period (i) during the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of
which is the Class B Invested Amount as of the last day of the immediately
preceding Monthly Period and the denominator of which is the Invested Amount
as of such day and (ii) after the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of
which is the Class B Invested Amount as of the last day of the Revolving
Period, and the denominator of which is the Invested Amount as of such last
day; provided, however, that with respect to the first Monthly Period, the
Class B Principal Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Class B Initial Invested Amount and
the denominator of which is the Initial Invested Amount.
6
<PAGE> 11
"Class B Required Amount" shall have the meaning specified in
Section 4.4(b).
"Class B Servicing Fee" shall have the meaning specified in
Section 3.1.
"Closing Date" shall mean November 3, 1999.
"Collateral Additional Interest" shall have the meaning specified
in Section 4.2(c).
"Collateral Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the Collateral Floating Percentage of the
Collections of Finance Charge Receivables allocated to Series 1999-D
(including any amounts that are to be treated as Collections of Finance
Charge Receivables in accordance with the Agreement).
"Collateral Default Amount" shall mean, with respect to each
Distribution Date, an amount equal to the product of (i) the Investor Default
Amount for the related Monthly Period and (ii) the Collateral Floating
Percentage for such Monthly Period.
"Collateral Expected Final Distribution Date" shall mean the
November 2004 Distribution Date.
"Collateral Floating Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Collateral Invested
Amount as of the close of business on the last day of the preceding Monthly
Period and the denominator of which is equal to the Invested Amount as of
such day; provided, however, that with respect to the first Monthly Period,
the Collateral Floating Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Collateral Initial Invested Amount
and the denominator of which is the Initial Invested Amount.
"Collateral Initial Invested Amount" shall mean $66,000,000.
"Collateral Interest" shall mean a fractional undivided interest
in the Trust which shall consist of the right to receive, (i) to the extent
necessary to make the required payments to the Collateral Interest Holder
under this Supplement, the portion of Collections allocable thereto under the
Agreement and this Supplement, funds on deposit in the Collection Account
allocable thereto pursuant to the Agreement and this Supplement and, (ii)
amounts available for payment to the Collateral Interest Holder pursuant to
subsections 4.7(k), 4.14(e), 4.14(f), 8.1(b), 8.2(a) and 8.2(b) or any other
provision of this Supplement.
"Collateral Interest Holder" shall mean the entity so designated
in the Transfer Agreement.
"Collateral Interest Shortfall" shall have the meaning specified
in subsection 4.2(c).
"Collateral Invested Amount" shall mean, for any date of
determination, an amount equal to (a) the Collateral Initial Invested Amount,
minus (b) an amount equal to the
7
<PAGE> 12
amount by which the Collateral Invested Amount has been reduced on all prior
Distribution Dates pursuant to Section 4.6, minus (c) the aggregate amount paid
pursuant to subsection 4.5(e)(iii) prior to such date, plus (d) the aggregate
amount of Excess Finance Charges and Excess Spread allocated and available on
all prior Distribution Dates pursuant to subsection 4.7(i) for the purpose of
reimbursing amounts deducted pursuant to the foregoing clause (b); provided,
however, that the Collateral Invested Amount may not be reduced below zero.
"Collateral Minimum Interest Rate" shall mean the rate designated
as such in the Transfer Agreement; provided, that for purposes or this
Supplement, such rate shall not exceed 9.50% per annum.
"Collateral Minimum Monthly Interest" shall have the meaning
specified in Section 4.2(c).
"Collateral Monthly Principal" shall have the meaning specified
in Section 4.3(c).
"Collateral Principal Commencement Date" shall mean, the earlier
to occur of (x) the Collateral Expected Final Distribution Date (but only if
the Class A Investor Amount and the Class B Investor Amount are paid in full
on or prior to such date) and (y) the Special Payment Date on which the Class
A Investor Amount and the Class B Investor Amount are paid in full.
"Collateral Principal Percentage" shall mean, with respect to any
Monthly Period (i) during the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of
which is the Collateral Invested Amount as of the last day of the immediately
preceding Monthly Period and the denominator of which is the Invested Amount
as of such day and (ii) after the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of
which is the Collateral Invested Amount as of the last day of the Revolving
Period, and the denominator of which is the Invested Amount as of such last
day; provided, however, that with respect to the first Monthly Period, the
Collateral Principal Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Collateral Initial Invested Amount
and the denominator of which is the Initial Invested Amount.
"Collateral Servicing Fee" shall have the meaning specified in
Section 3.1.
"Controlled Accumulation Amount" shall mean (a) for any
Distribution Date with respect to the Accumulation Period, the sum of the
Class A Initial Invested Amount and the Class B Initial Invested Amount
divided by 9; provided, however, that, if the Accumulation Period is modified
pursuant to Section 4.13, (i) the Controlled Accumulation Amount for each
Distribution Date with respect to the Accumulation Period shall mean the
amount determined in accordance with Section 4.13 on the date on which the
Accumulation Period has most recently been modified and (ii) the sum of the
Controlled Accumulation Amounts for all Distribution Dates with respect to
the modified Accumulation Period shall not be less than the Initial Invested
Amount.
"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
8
<PAGE> 13
Amount for such Distribution Date and any Deficit Controlled Accumulation
Amount for the immediately preceding Distribution Date.
"Covered Amount" shall mean for any Distribution Date with
respect to the Accumulation Period or the first Special Payment Date if such
Special Payment Date occurs prior to the date on which the Class A Investor
Amount is paid in full, an amount equal to the product of (i) (A) a fraction,
the numerator of which is the actual number of days in the period from and
including the preceding Distribution Date to but excluding such Distribution
Date and the denominator of which is 360, times (B) the Class A Certificate
Rate and (ii) the Principal Funding Account Balance (but not in excess of the
Class A Initial Invested Amount), if any, as of the preceding Distribution
Date.
"Deficit Controlled Accumulation Amount" shall mean (a) on the
first Distribution Date with respect to the Accumulation Period, the excess,
if any, of the Controlled Accumulation Amount for such Distribution Date over
the amount distributed from the Collection Account as Class A Monthly
Principal and Class B Monthly Principal for such Distribution Date and (b) on
each subsequent Distribution Date with respect to the Accumulation Period,
the excess, if any, of the Controlled Deposit Amount for such subsequent
Distribution Date over the amount distributed from the Collection Account as
Class A Monthly Principal and Class B Monthly Principal for such subsequent
Distribution Date.
"Designated Maturity" shall mean, for any LIBOR Determination
Date, one month; provided, that LIBOR for the initial Interest Period will be
determined by straight-line interpolation (based on the actual number of days
in the initial Interest Period) between two rates determined in accordance
with the definition of LIBOR, one of which will be determined for a
Designated Maturity of one month and the other of which will be determined
for a Designated Maturity of two months.
"Distribution Date" shall have the meaning assigned thereto in
the Agreement, except that with respect to the Series 1999-D Certificates,
the first Distribution Date shall be December 15, 1999.
"Excess Finance Charges" shall have the meaning specified in
Section 4.9.
"Excess Spread" shall mean, with respect to any Distribution
Date, the sum of the amounts, if any, specified pursuant to Sections
4.5(a)(iv), 4.5(b)(iii) and 4.5(c)(ii) with respect to such Distribution Date.
"Finance Charge Shortfall" shall have the meaning specified in
Section 4.9.
"Fitch" shall mean Fitch IBCA, Inc., or its successors.
"Floating Allocation Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Invested Amount as
of the last day of the preceding Monthly Period (or with respect to the first
Monthly Period, the Initial Invested Amount) and the denominator of which is
the greater of (1) the sum of (x) the total amount of Principal Receivables
in the Trust at the end of the day on such date (or with respect to the first
Monthly Period, at the end of the day
9
<PAGE> 14
on the Closing Date) and (y) the principal amount on deposit in the Excess
Funding Account as of the end of the day on such date and (2) the sum of the
numerators used to calculate the Series Percentages (as such term is defined
in the Agreement) with respect to Finance Charge Receivables or Defaulted
Receivables, as applicable, for all Series then outstanding; provided,
however, that with respect to any Monthly Period in which an Addition Date
occurs and the Servicer need not make daily deposits of Collections into the
Collection Account, the denominator in (x) above shall be the Average
Principal Balance; provided further, however, that with respect to any
Monthly Period in which an Addition Date occurs and the Servicer is required
to make daily deposits of Collections into the Collection Account, the
denominator in (x) above shall be (1) for the period from and including the
first day of such Monthly Period to but excluding the related Addition Date,
the aggregate amount of Principal Receivables in the Trust at the end of the
day on the last day of the prior Monthly Period and (2) for the period from
and including the related Addition Date to and including the last day of such
Monthly Period, the aggregate amount of Principal Receivables in the Trust at
the end of the day on the related Addition Date.
"Group One" shall mean Series 1994-B, Series 1995-A, Series
1995-C, Series 1995-D, Series 1995-F, Series 1995-G, Series 1996-A, Series
1996-B, Series 1996-C, Series 1996-D, Series 1996-E, Series 1998-A, Series
1999-A, Series 1999-B, Series 1999-D and each other outstanding Series
hereafter specified in the related Supplement to be included in Group One.
"Initial Invested Amount" shall mean the sum of the Class A
Initial Invested Amount, the Class B Initial Invested Amount and the
Collateral Initial Invested Amount.
"Initial Servicing Fee" shall have the meaning specified in
Section 3.1.
"Interchange" shall mean, with respect to Series 1999-D and with
respect to each Distribution Date, an amount of Interchange (as defined in
the Agreement) equal to one-twelfth of 1.25% of the outstanding balance of
the Principal Receivables allocable to Series 1999-D on the last day of the
preceding Monthly Period.
"Interest Period" shall mean, with respect to any Distribution
Date, the period from and including the Distribution Date immediately
preceding such Distribution Date (or, in the case of the first Distribution
Date, from and including the Closing Date) to but excluding such Distribution
Date.
"Invested Amount" shall mean, as of any date of determination, an
amount equal to the sum of (a) the Class A Invested Amount as of such date,
(b) the Class B Invested Amount as of such date and (c) the Collateral
Invested Amount as of such date.
"Investment Letter" shall have the meaning specified in
subsection 10.8(b).
"Investor Amount" shall mean, as of any date of determination, an
amount equal to the sum of (a) the Invested Amount and (b) the Principal
Funding Account Balance.
"Investor Charge-Offs" shall mean Class A Investor Charge-Offs
and Class B Investor Charge-Offs.
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<PAGE> 15
"Investor Default Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Defaulted Amount
for the related Monthly Period and (b) the Floating Allocation Percentage for
such Monthly Period.
"LIBOR" shall mean an interest rate per annum determined by the
Trustee for each Interest Period in accordance with the provisions of Section
4.11.
"LIBOR Determination Date" shall mean November 1, 1999 with
respect to the period from the Closing Date through December 14, 1999; and,
with respect to each Interest Period thereafter, the second London Business
Day prior to every Distribution Date on which such Interest Period begins
commencing with the December 1999 Distribution Date.
"London Business Day" shall mean a Business Day on which dealings
in deposits in United States dollars are transacted in the London interbank
market.
"Monthly Interest" means, with respect to any Distribution Date,
the Class A Monthly Interest, the Class B Monthly Interest and the Collateral
Minimum Monthly Interest for such Distribution Date.
"Monthly Servicing Fee" shall have the meaning specified in
Section 3.1.
"Net Portfolio Yield" shall mean, with respect to any Monthly
Period, the annualized percentage equivalent of a fraction, the numerator of
which is equal to (a) an amount equal to the product obtained by multiplying
the Floating Allocation Percentage with respect to such Monthly Period and
the amount of Collections of Finance Charge Receivables with respect to such
Monthly Period (including any other amounts that are to be treated as
Collections of Finance Charge Receivables in accordance with the Agreement),
plus (b) the amount of any Principal Funding Investment Proceeds for the
related Distribution Date, plus (c) the amount of funds, if any, to be
withdrawn from the Reserve Account which, pursuant to subsection 4.14(d), are
required to be deposited into the Collection Account and included in Class A
Available Funds with respect to such Distribution Date, minus (d) the
Investor Default Amount for the Distribution Date with respect to such
Monthly Period, and the denominator of which is the Investor Amount as of the
last day of the preceding Monthly Period.
"Percentage Allocation" shall have the meaning specified in
Section 4.1(b)(ii).
"Permitted Assignee" shall mean any Person who, if it were the
Collateral Interest Holder or holder of an interest in the Trust, as
applicable, would not cause the Trust to be taxable as a publicly traded
partnership for federal income tax purposes.
"Principal Allocation Percentage" shall mean, with respect to any
Monthly Period:
(a) during the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, (x) the numerator
of which is the Invested Amount as of the last day of the immediately
preceding Monthly Period (or, in the case of the first Monthly Period, the
Closing Date) and (y) the denominator of which is the greater of (i) the sum
of (A)
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<PAGE> 16
the total amount of Principal Receivables in the Trust as of the last day of
the immediately preceding Monthly Period and (B) the principal amount on
deposit in the Excess Funding Account as of such last day (or, in the case of
the first Monthly Period, the Closing Date) and (ii) the sum of the
numerators used to calculate the Series Percentages applicable to Principal
Receivables for all Series outstanding as of the date as to which such
determination is being made;
(b) during the Accumulation Period or the Rapid Amortization
Period, the percentage equivalent (which percentage shall never exceed 100%)
of a fraction, (x) the numerator of which is the Invested Amount as of the
last day of the Revolving Period or, if the numerator has been reduced as
described in the first proviso below during the Accumulation Period and a
Rapid Amortization Period commences, as of the last day of the Accumulation
Period, and (y) the denominator of which is the greater of (i) the sum of (A)
the total amount of Principal Receivables in the Trust as of the last day of
the immediately preceding Monthly Period and (B) the principal amount on
deposit in the Excess Funding Account as of such last day and (ii) the sum of
the numerators used to calculate the Series Percentages applicable to
Principal Receivables for all Series outstanding as of the date as to which
such determination is being made; provided however, that during the
Accumulation Period, on any date, at the option of the Servicer, the
numerator of the Principal Allocation Percentage may be reduced below the
numerator used in the previous Monthly Period, to an amount not less than the
greater of (x) the Invested Amount as of the last day of the immediately
preceding Monthly Period (less the amount of any distributions of principal
deposited in the Principal Funding Account since the last day of the
immediately preceding Monthly Period) and (y) an amount that, if used as the
numerator of the Principal Allocation Percentage for the remainder of the
Accumulation Period, assuming for this purpose that (1) the payment rate with
respect to Collections of Principal Receivables remains constant at the level
of the immediately preceding Monthly Period, (2) the total amount of
Principal Receivables in the Trust (and the principal amount on deposit in
the Excess Funding Account, if any) remains constant at the level on the date
of such reduction, (3) no Pay Out Event with respect to any Series will
subsequently occur and (4) no additional Series (other than any Series being
issued on the date of such reduction) will be subsequently issued, would
assure that Available Investor Principal Collections for Series 1999-D would
equal at least 125% of the Controlled Accumulation Amount for each Monthly
Period for so long as the Invested Amount is greater than zero; provided
further, however, that any such reduction of the numerator of the Principal
Allocation Percentage shall be subject to the receipt by the Trustee of an
Officer's Certificate of the Servicer to the effect that the Servicer does
not expect that the Available Investor Principal Collections for any Monthly
Period would be less than the Controlled Accumulation Amount; provided
further, however that with respect to any Monthly Period in which an Addition
Date occurs and the Servicer need not make daily deposits of Collections into
the Collection Account, the amount in clause (y) (i) of paragraphs (a) and
(b) above shall be the Average Principal Balance; provided further, however,
that with respect to any Monthly Period in which an Addition Date occurs and
the Servicer is required to make daily deposits of Collections into the
Collection Account, the amount in clause (y) (i) of paragraphs (a) and (b)
above shall be (1) for the period from and including the first day of such
Monthly Period to but excluding the related Addition Date, the sum of (x) the
aggregate amount of Principal Receivables in the Trust at the end of the day
on the last day of the prior Monthly Period and (y) the principal amount on
deposit in the Excess Funding Account as of such last day and (2) for the
period from and including the related Addition Date to and including the last
day of such
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<PAGE> 17
Monthly Period, the sum of (x) the aggregate amount of Principal Receivables
in the Trust at the end of the day on the related Addition Date and (y) the
principal amount on deposit in the Excess Funding Account at the end of the
day on the related Addition Date.
"Principal Funding Account" shall have the meaning set forth in
subsection 4.12(a)(i).
"Principal Funding Account Balance" shall mean, with respect to
any date of determination during the Accumulation Period, the principal
amount, if any, on deposit in the Principal Funding Account on such date of
determination.
"Principal Funding Investment Proceeds" shall have the meaning
specified in subsection 4.12(a)(ii).
"Principal Shortfall" shall have the meaning specified in Section
4.10.
"Rapid Amortization Period" shall mean, (a) if on the day on
which a Trust Pay Out Event or a Series 1999-D Pay Out Event is deemed to
have occurred the Servicer need not make daily deposits into or withdrawals
from the Collection Account pursuant to Section 4.03(a) of the Agreement, the
period commencing at the close of business on the Business Day immediately
preceding the first day of the Monthly Period in which such Trust Pay Out
Event or Series 1999-D Pay Out Event is deemed to have occurred or (b)
otherwise, the period commencing at the close of business on the Business Day
immediately preceding the day on which a Trust Pay Out Event or a Series
1999-D Pay Out Event is deemed to have occurred, and ending on the first to
occur of (i) the payment in full to the Class A Certificateholders and the
Class B Certificateholders of the Class A Investor Amount and the Class B
Investor Amount, respectively, and the payment in full to the Collateral
Interest Holder of the Collateral Invested Amount, or (ii) the Series
Termination Date.
"Reallocated Principal Collections" shall mean, with respect to
any Monthly Period, the product of (a) the Principal Allocation Percentage
with respect to such Monthly Period, (b) the aggregate amount of Collections
in respect of Principal Receivables for such Monthly Period and (c) the sum
of the Class B Principal Percentage and the Collateral Principal Percentage
with respect to such Monthly Period. Reallocated Principal Collections
allocable to the Class B Certificates shall equal, with respect to any
Monthly Period, the product of (a) the Principal Allocation Percentage with
respect to such Monthly Period of the aggregate amount of Collections in
respect of Principal Receivables deposited in the Collection Account for such
Monthly Period and (b) the Class B Principal Percentage with respect to such
Monthly Period. Reallocated Principal Collections allocable to the
Collateral Interest shall equal, with respect to any Monthly Period, the
product of (a) the Principal Allocation Percentage with respect to such
Monthly Period of the aggregate amount of Collections in respect of Principal
Receivables deposited in the Collection Account for such Monthly Period and
(b) the Collateral Principal Percentage with respect to such Monthly Period.
In no event will the Collections of Principal Receivables allocable to the
Collateral Interest on any Distribution Date exceed the Collateral Invested
Amount on such Distribution Date and in no event will the Collections of
Principal Receivables allocable to the Class B Certificates on any
Distribution Date exceed the Class B Invested Amount.
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<PAGE> 18
"Reassignment Amount" shall mean, with respect to any
Distribution Date, after giving effect to any deposits and distributions
otherwise to be made on such Distribution Date, the sum of (i) the Invested
Amount on such Distribution Date, plus (ii) Monthly Interest for such
Distribution Date and any Monthly Interest previously due but not distributed
to the Series 1999-D Holders on a prior Distribution Date, plus (iii) the
amount of Additional Interest, if any, for such Distribution Date and any
Additional Interest previously due but not distributed to the Series 1999-D
Holders on a prior Distribution Date.
"Reference Banks" shall mean Barclays Bank plc, National
Westminster Bank PLC and Lloyds Bank of London or such other major banks in
the London interbank market selected by the Servicer from time to time.
"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) the product of
(i) 0.5% of the Class A Investor Amount as of the preceding Distribution Date
(after giving effect to all changes therein on such date) and (ii) a
fraction, the numerator of which is the number of Monthly Periods scheduled
to be included in the Accumulation Period as of such date and the denominator
of which is nine (except that if such numerator is one, the Required Reserve
Account Amount determined pursuant to this clause (a) shall be $0) or (b) any
other amount designated by the Seller, provided that, if such designation is
of a lesser amount, the Seller (i) shall have received written notice from
each Rating Agency that such designation will not result in the reduction or
withdrawal of the rating of the Series 1999-D Certificates and shall have
delivered copies of each such written notice to the Servicer and the Trustee,
and (ii) shall have delivered to the Trustee a certificate of an authorized
officer to the effect that, based on the facts known to such officer at such
time, in the reasonable belief of the Seller, such designation will not cause
a Pay Out Event or an event that, after the giving of notice or the lapse of
time, would cause a Pay Out Event, to occur with respect to Series 1999-D.
"Reserve Account" shall have the meaning specified in Section
4.14(a).
"Reserve Account Funding Date" shall mean the Distribution Date
with respect to the Monthly Period which commences three months prior to the
Monthly Period in which, as of the related Determination Date, the
Accumulation Period is scheduled to commence.
"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
4.14(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 Accumulation Period and (b) the close of
business on the day preceding the commencement of the Rapid Amortization
Period.
"Series Invested Amount" shall mean the Invested Amount.
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<PAGE> 19
"Series Investor Amount" shall mean, as of any date of
determination, an amount equal to the numerator of the Principal Allocation
Percentage on such date.
"Series 1999-D" shall mean the Series of Investor Certificates,
the terms of which are specified in this Supplement and shall include the
Class A Certificates, the Class B Certificates and the Collateral Interest.
"Series 1999-D Certificate" shall mean a Class A Certificate or a
Class B Certificate.
"Series 1999-D Certificateholder" shall mean a Class A
Certificateholder or a Class B Certificateholder.
"Series 1999-D Holder" shall mean a Class A Certificateholder, a
Class B Certificateholder or the Collateral Interest Holder.
"Series 1999-D Pay Out Event" shall have the meaning specified in
Section 6.1.
"Series 1999-D Supplement" shall mean this Supplement.
"Series Percentage" shall mean with respect to Finance Charge
Receivables and Defaulted Receivables, the Floating Allocation Percentage,
and with respect to Principal Receivables, the Principal Allocation
Percentage.
"Series Termination Date" shall mean the earlier to occur of (i)
the April 2007 Distribution Date and (ii) the termination of the Trust
pursuant to Section 12.01 of the Agreement.
"Servicing Base Amount" shall have the meaning specified in
Section 3.1.
"Servicing Fee Rate" shall mean 2.0%.
"Special Payment Date" shall mean each Distribution Date with
respect to the Rapid Amortization Period.
"Telerate Page 3750" shall mean the display page currently so
designated on the Dow Jones Telerate Service (or such other page as may
replace such page on such service for the purpose of displaying comparable
rates or prices).
"Transfer" shall have the meaning specified in subsection 10.8(a).
"Transfer Agreement" shall mean the agreement between Fleet (RI)
and the Collateral Interest Holder, dated as of November 3, 1999, as amended
or modified from time to time, relating to the transfer of the Collateral
Interest.
(b) Notwithstanding anything to the contrary in this Supplement
or the Agreement, the term "Rating Agency" shall mean, whenever used in this
Supplement or the Agreement with respect to Series 1999-D, Moody's, Standard
& Poor's and Fitch; provided,
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<PAGE> 20
however, that references to "Rating Agency" in the definition of "Eligible
Investments" shall be deemed to not include Fitch to the extent that an
investment is rated by Moody's and Standard & Poor's, but not by Fitch.
Reference to rating categories of Moody's and Standard & Poor's in the
Agreement shall be deemed to be references to the equivalent rating
categories of Fitch.
(c) All capitalized terms used herein and not otherwise defined
herein have the meanings ascribed to them in the Agreement.
(d) The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Supplement shall refer to this Supplement as
a whole and not to any particular provision of this Supplement; references to
any Article, Section or Exhibit are references to Articles, Sections and
Exhibits in or to this Supplement unless otherwise specified; and the term
"including" means "including without limitation."
(e) Unless the context otherwise requires, references in this
Supplement to the "Seller" and from and after the date any Additional Seller
is designated pursuant to Section 2.08(e) of the Agreement, such references
shall mean the Bank in its capacity as Seller and any such Additional
Seller(s).
ARTICLE III
Servicer and Trustee
Section 3.1 Servicing Compensation.
The share of the Servicing Fee allocable to the Series 1999-D
Holders with respect to any Distribution Date (the "Monthly Servicing Fee"),
shall be equal to one-twelfth the product of (i) the Servicing Fee Rate and
(ii) the Invested Amount, if any, as of the last day of the Monthly Period
preceding such Distribution Date (the amount calculated pursuant to this
clause (ii) is referred to as the "Servicing Base Amount"); provided,
however, with respect to the September 1999 Distribution Date, the Monthly
Servicing Fee (the "Initial Servicing Fee") shall be $375,000.
The share of the Monthly Servicing Fee allocable to the Class A
Certificateholders with respect to any Distribution Date (the "Class A
Servicing Fee"), shall be equal to one-twelfth of the product of (a) the
Class A Floating Percentage, (b) the Servicing Fee Rate and (c) the Servicing
Base Amount; provided, however, that with respect to the December 1999
Distribution Date, the Class A Servicing Fee shall be $305,625. The share of
the Monthly Servicing Fee allocable to the Class B Certificateholders with
respect to any Distribution Date (the "Class B Servicing Fee"), shall be
equal to one-twelfth of the product of (a) the Class B Floating Percentage,
(b) the Servicing Fee Rate and (c) the Servicing Base Amount; provided,
however, that with respect to the December 1999 Distribution Date, the Class
B Servicing Fee shall be $28,125. The share of the Monthly Servicing Fee
allocable to the Collateral Interest Holder with respect to any Distribution
Date (the "Collateral Servicing Fee"), shall be equal to one-twelfth of the
product of (a) the Collateral Floating Percentage, (b) the Servicing Fee Rate
and (c) the Servicing Base Amount; provided, however, that with respect to
the December 1999 Distribution Date, the Collateral Servicing Fee shall be
$41,250. In no event shall the Trust, the
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<PAGE> 21
Trustee, or the Series 1999-D Holders be liable for the share of the
Servicing Fee to be paid by the Holders of the Seller Certificates or the
Certificateholders of any other Series. The Class A Servicing Fee shall be
payable to the Servicer solely to the extent amounts are available for
distribution in respect thereof pursuant to Section 4.5(a)(ii), 4.7(a) or
4.8(a); the Class B Servicing Fee shall be payable solely to the extent
amounts are available for distribution in respect thereof pursuant to Section
4.5(b)(ii), 4.7(c) or 4.8(b); and the Collateral Servicing Fee shall be
payable solely to the extent amounts are available for distribution in
respect thereof pursuant to Section 4.5(c)(i) or 4.7(g).
ARTICLE IV
Rights of Series 1999-D Certificateholders and Collateral Interest
Holder and Allocation and Application of Collections
Section 4.1 Collections and Allocations. The Servicer will
apply, or will instruct the Trustee in writing to apply, all Collections and
other funds on deposit in the Collection Account that are allocated to the
Series 1999-D Holders as follows:
(a) Allocations During the Revolving Period. During the
Revolving Period, the Servicer shall, on or prior to the close of business on
the second Business Day following any Date of Processing, allocate the
following amounts as set forth below:
(i) Allocate to the Series 1999-D Holders the product of
(x) the Floating Allocation Percentage on such Date of Processing
and (y) the aggregate amount of Collections of Finance Charge
Receivables on such Date of Processing, and of that allocation,
deposit and retain in the Collection Account (A) prior to the
LIBOR Determination Date occurring in such Monthly Period, an
amount equal to the product of (v) the Floating Allocation
Percentage on such Date of Processing and (w) the aggregate
amount of Collections of Finance Charge Receivables on such Date
of Processing and (B) on and after such LIBOR Determination Date,
the difference between (1) Monthly Interest for the related
Distribution Date (plus, if the Bank is not the Servicer, the
Monthly Servicing Fee for such Monthly Period) and (2) the
amounts previously deposited in the Collection Account with
respect to such Monthly Period pursuant to this subsection (a)(i);
(ii) Allocate to the Series 1999-D Holders an amount equal
to the product of (A) the Principal Allocation Percentage on such
Date of Processing and (B) the aggregate amount of Collections of
Principal Receivables on such Date of Processing, which amount
shall be first, if any other Principal Sharing Series in Group
One is outstanding and in its Amortization Period or Accumulation
Period (as such terms are defined in the Agreement), retained in
the Collection Account for application, to the extent necessary,
as Shared Principal Collections in accordance with Section 4.04
of the Agreement to other Series in Group One on the related
Distribution Date, and second paid to the Holders of the Seller
Certificates; provided, however, that the amount to be paid to
the
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<PAGE> 22
Holders of the Seller Certificates pursuant to this Section
4.1(a)(ii) on any Date of Processing shall be paid to such Holders
only if the Seller Amount on such Date of Processing is greater than
the Required Seller Amount (after giving effect to all Principal
Receivables transferred to the Trust on such day and any amounts
deposited in the Excess Funding Account on such day) and otherwise
shall be deposited in the Excess Funding Account until the Seller
Amount is greater than the Required Seller Amount and applied in
accordance with Section 4.02 of the Agreement and the remainder
shall be paid to the Holders of the Seller Certificates.
(b) Allocations During the Accumulation Period. During the
Accumulation Period, the Servicer shall, prior to the close of business on
the second Business Day following any Date of Processing, allocate the
following amounts as set forth below:
(i) Allocate to the Series 1999-D Holders and deposit and
retain in the Collection Account an amount equal to the product
of (A) the Floating Allocation Percentage on such Date of
Processing and (B) the aggregate amount of Collections of Finance
Charge Receivables on such Date of Processing.
(ii) Allocate to the Series 1999-D Holders and deposit and
retain in the Collection Account an amount equal to the product
of (x) the Principal Allocation Percentage on such Date of
Processing and (y) the aggregate amount of Collections of
Principal Receivables on such Date of Processing (for any such
date, a "Percentage Allocation"); provided, however, that if the
sum of such Percentage Allocations with respect to the same
Monthly Period exceeds the Controlled Deposit Amount for the
related Distribution Date, then such excess shall not be treated
as a Percentage Allocation and shall be first, if any other
Principal Sharing Series in Group One is outstanding and in its
Amortization Period or Accumulation Period (as such terms are
defined in the Agreement), retained in the Collection Account for
application, to the extent necessary, as Shared Principal
Collections in accordance with Section 4.04 of the Agreement to
other Series in Group One on the related Distribution Date, and
second paid to the Holders of the Seller Certificates only if the
Seller Amount on such Date of Processing is greater than the
Required Seller Amount (after giving effect to all Principal
Receivables transferred to the Trust on such day and any amounts
deposited in the Excess Funding Account on such day) and
otherwise shall be deposited in the Excess Funding Account until
the Seller Amount is greater than the Required Seller Amount and
applied in accordance with Section 4.02 of the Agreement and the
remainder shall be paid to the Holders of the Seller Certificates.
(c) Allocations During the Rapid Amortization Period. During
the Rapid Amortization Period, the Servicer shall, prior to the close of
business on the second Business Day following any Date of Processing,
allocate the following amounts as set forth below:
(i) Allocate to the Series 1999-D Holders and deposit and
retain in the Collection Account an amount equal to the product
of (A) the Floating Allocation
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<PAGE> 23
Percentage on such Date of Processing and (B) the aggregate
amount of Collections of Finance Charge Receivables on such Date
of Processing.
(ii) Allocate to the Series 1999-D Holders and deposit and
retain in the Collection Account an amount equal to the product
of (A) the Principal Allocation Percentage on such Date of
Processing and (B) the aggregate amount of Collections of
Principal Receivables on such Date of Processing; provided,
however, that after the date on which an amount of such
Collections equal to the Invested Amount has been deposited into
the Collection Account and allocated to the Series 1999-D
Holders, the amount determined in accordance with this
subparagraph (ii) in excess thereof shall be first, if any other
Principal Sharing Series in Group One is outstanding and in its
Amortization Period or Accumulation Period (as such terms are
defined in the Agreement), retained in the Collection Account for
application, to the extent necessary, as Shared Principal
Collections in accordance with Section 4.04 of the Agreement to
other Series in Group One on the related Distribution Date, and
second paid to the Holders of the Seller Certificates only if the
Seller Amount on such Date of Processing is greater than the
Required Seller Amount (after giving effect to all Principal
Receivables transferred to the Trust on such day and any amounts
deposited in the Excess Funding Account on such day) and
otherwise shall be deposited in the Excess Funding Account until
the Seller Amount is greater than the Required Seller Amount and
applied in accordance with Section 4.02 of the Agreement and the
remainder shall be paid to the Holders of the Seller Certificates.
(d) Notwithstanding anything to the contrary in this Section
4.1, if on any Date of Processing the aggregate amount of Principal
Receivables is less than the sum of the Series Investor Amounts for all
Series outstanding, all Collections of Principal Receivables on such date
that are otherwise payable to the Holders of the Seller Certificates shall,
unless such Collections are to be retained in the Collection Account, be
deposited in the Excess Funding Account and applied in accordance with
Section 4.02 of the Agreement.
(e) Notwithstanding the foregoing, the Servicer need not make
daily deposits of Collections into the Collection Account at any time when
the requirements of Section 4.03 of the Agreement are satisfied.
Section 4.2 Determination of Monthly Interest.
(a) The amount of monthly interest ("Class A Monthly Interest")
distributable from the Collection Account with respect to the Class A
Certificates on each 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 and (ii) the outstanding principal
amount of the Class A Certificates as of the close of business on the
preceding Record Date; provided, however, with respect to the December 1999
Distribution Date, Class A Monthly Interest shall be equal to the interest
accrued on the Class A Initial Invested Amount at the applicable Class A
Certificate Rate for the period from the Closing Date through December 14,
1999 (calculated on the basis of the actual number of days in such period and
a year of 360 days).
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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, on each
subsequent Distribution Date until such Class A Interest Shortfall is fully
paid, 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 from and including the Distribution Date on which there is a shortfall
to but excluding such subsequent Distribution Date and the denominator of
which is 360, times (B) the Class A Penalty Rate and (ii) such Class A
Interest Shortfall (or the portion thereof which has not been paid to the
Class A Certificateholders) shall be payable as provided herein with respect
to the Class A Certificates. Notwithstanding anything to the contrary
herein, Class A Additional Interest shall be payable or distributed to Class
A Certificateholders only to the extent permitted by applicable law.
(b) The amount of monthly interest ("Class B Monthly Interest")
distributable from the Collection Account with respect to the Class B
Certificates on each 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 and (ii) the outstanding principal
amount of the Class B Certificates as of the close of business on the
preceding Record Date; provided, however, with respect to the December 1999
Distribution Date, Class B Monthly Interest shall be equal to the interest
accrued on the Class B Initial Invested Amount at the applicable Class B
Certificate Rate for the period from the Closing Date through December 14,
1999 (calculated on the basis of the actual number of days in such period and
a year of 360 days).
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, on each
subsequent Distribution Date until such Class B Interest Shortfall is fully
paid, 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 period from and including the Distribution Date on which there is
a shortfall to but excluding such subsequent Distribution Date and the
denominator of which is 360, times (B) the Class B Penalty Rate and (ii) such
Class B Interest Shortfall (or the portion thereof which has not been paid to
the Class B Certificateholders) shall be payable as provided herein with
respect to the Class B Certificates. 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 Minimum Monthly
Interest") distributable from the Collection Account with respect to the
Collateral Interest on each Distribution Date shall be an amount equal to
one-twelfth of the product of (i) the Collateral Minimum Interest Rate and
(ii) the outstanding principal amount of the Collateral Interest as of the
close of business on the preceding Record Date; provided, however, with
respect to the December 1999 Distribution Date, the Collateral Minimum
Monthly Interest shall be $515,375.
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On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Collateral Interest
Shortfall"), of (x) the Collateral Minimum Monthly Interest for such
Distribution Date over (y) the aggregate amount of funds allocated and
available to pay such Collateral Minimum Monthly Interest on such
Distribution Date. If the Collateral Interest Shortfall with respect to any
Distribution Date is greater than zero, on each subsequent Distribution Date
until such Collateral Interest Shortfall is fully paid, an additional amount
("Collateral Additional Interest") equal to one-twelfth of the product of (i)
the Collateral Minimum Interest Rate and (ii) such Collateral Interest
Shortfall (or the portion thereof which has not been paid to the Collateral
Interest Holder) shall be payable as provided herein with respect to the
Collateral Interest. Notwithstanding anything to the contrary herein,
Collateral Additional Interest shall be payable or distributed to the
Collateral Interest Holder only to the extent permitted by applicable law.
Section 4.3 Determination of Monthly Principal.
(a) The amount of monthly principal ("Class A Monthly
Principal") distributable from the Collection Account with respect to the
Class A Certificates on each Distribution Date, beginning with the first
Distribution Date with respect to the Accumulation Period or the Rapid
Amortization Period, shall be equal to the least of (x) the Available
Investor Principal Collections on deposit in the Collection Account with
respect to such Distribution Date, (y) for each Distribution Date with
respect to the Accumulation Period (and on or prior to the Class A Expected
Final Distribution Date), the Controlled Deposit Amount for such Distribution
Date and (z) the Class A Invested Amount on such Distribution Date.
(b) The amount of monthly principal ("Class B Monthly
Principal") distributable from the Collection Account with respect to the
Class B Certificates on each Distribution Date, beginning with the first
Distribution Date with respect to the Accumulation Period on which the full
amount of the Class A Investor Amount is on deposit in the Principal Funding
Account or has been paid to the Class A Certificateholders or, if earlier,
the first Special Payment Date on which the Class A Investor Amount is paid
in full, shall be equal to the least of (x) the Available Investor Principal
Collections on deposit in the Collection Account with respect to such
Distribution Date (minus the portion of such Available Investor Principal
Collections applied to Class A Monthly Principal on such Distribution Date),
(y) for each Distribution Date with respect to the Accumulation Period (and
on or prior to the Class B Expected Final Distribution Date), the Controlled
Deposit Amount for such Distribution Date (minus the portion of such
Controlled Deposit Amount for such Distribution Date applied to Class A
Monthly Principal on such Distribution Date) and (z) the Class B Invested
Amount on such Distribution Date.
(c) The amount of monthly principal ("Collateral Monthly
Principal") distributable from the Collection Account with respect to the
Collateral Interest on each Distribution Date, beginning with the Collateral
Principal Commencement Date, shall be equal to the lesser of (x) the
Available Investor Principal Collections on deposit in the Collection Account
with respect to such Distribution Date (minus the portion of such Available
Investor Principal Collections applied to Class A Monthly Principal and Class
B Monthly Principal on such Distribution Date), and (y) the Collateral
Invested Amount on such Distribution Date.
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Section 4.4 Required Amount.
(a) With respect to each Distribution Date, on the related
Determination Date, the Servicer shall determine the amount (the "Class A
Required Amount"), if any, by which (a) the sum of (i) Class A Monthly
Interest for such Distribution Date, (ii) any Class A Monthly Interest
previously due but not paid to the Class A Certificateholders on a prior
Distribution Date, (iii) any Class A Additional Interest for such
Distribution Date and any Class A Additional Interest previously due but not
paid to the Class A Certificateholders on a prior Distribution Date, (iv) the
Class A Servicing Fee for such Distribution Date, (v) any Class A Servicing
Fee previously due but not paid to the Servicer and (vi) the Class A Investor
Default Amount, if any, for such Distribution Date exceeds (b) the Class A
Available Funds. In the event that the Class A Required Amount for such
Distribution Date is greater than zero, all or a portion of the Excess Spread
and the Excess Finance Charges allocable to Series 1999-D with respect to the
related Monthly 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 4.7(a). In the event that the
Class A Required Amount for such Distribution Date exceeds the amount of
Excess Spread and the amount of Excess Finance Charges allocable to Series
1999-D with respect to the related Monthly Period, all or a portion of the
Reallocated Principal Collections with respect to such Monthly Period in an
amount equal to such excess shall be distributed from the Collection Account
on such Distribution Date pursuant to Section 4.8(a).
(b) With respect to each Distribution Date on the related
Determination Date, the Servicer shall determine the amount (the "Class B
Required Amount"), equal to the sum of (I) the amount if any, by which (a)
the sum of (i) Class B Monthly Interest for such Distribution Date, (ii) any
Class B Monthly Interest previously due but not paid to the Class B
Certificateholders on a prior Distribution Date, (iii) any Class B Additional
Interest for such Distribution Date and any Class B Additional Interest
previously due but not paid to the Class B Certificateholders on a prior
Distribution Date, (iv) the Class B Servicing Fee for such Distribution Date
and (v) any Class B Servicing Fee previously due but not paid to the Servicer
exceeds (b) the Class B Available Funds, plus (II) the Class B Investor
Default Amount for such Distribution Date. In the event that the Class B
Required Amount for such Distribution Date is greater than zero, all or a
portion of Excess Spread and the Excess Finance Charges allocable to Series
1999-D (other than Excess Spread and Excess Finance Charges applied pursuant
to Sections 4.7(a) and (b) with respect to such Distribution Date) with
respect to the related Monthly Period 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 Excess Spread and Excess Finance
Charges allocated to Series 1999-D with respect to the related Monthly Period
and available to fund the Class B Required Amount as provided in the
preceding sentence, all or a portion of the Reallocated Principal Collections
allocable to the Collateral Invested Amount available therefor with respect
to such Monthly Period in an amount equal to such excess shall be distributed
from the Collection Account on such Distribution Date pursuant to Section
4.8(b).
Section 4.5 Application of Class A Available Funds, Class B
Available Funds, Collateral Available Funds and Available Investor Principal
Collections. The Servicer shall apply or shall direct the Trustee in writing
to apply, on each Distribution Date, Class A Available Funds, Class B
Available Funds, Collateral Available Funds and Available Investor Principal
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Collections for the Monthly Period with respect to such Distribution Date to
make the following distributions:
(a) On each Distribution Date, an amount equal to the Class A
Available Funds with respect to such Distribution Date will be distributed in
the following priority:
(i) an amount equal to Class A Monthly Interest for such
Distribution Date, plus the amount of any Class A Monthly
Interest previously due but not distributed to 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
distributed to the Class A Certificateholders on a prior
Distribution Date, shall be distributed to the Paying Agent for
payment to the Class A Certificateholders;
(ii) an amount equal to 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 Available Investor Principal Collections 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
4.7.
(b) On each Distribution Date, an amount equal to the Class B
Available Funds with respect to such Distribution Date will be distributed 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 distributed to 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
distributed to the Class B Certificateholders on a prior
Distribution Date, shall be distributed to the Paying Agent for
payment 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
4.7.
(c) On each Distribution Date, an amount equal to the
Collateral Available Funds with respect to such Distribution Date will be
distributed in the following priority:
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(i) if the Bank or the Trustee is no longer the Servicer,
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
4.7.
(d) On each Distribution Date with respect to the Revolving
Period, an amount equal to the Available Investor Principal Collections for
the related Monthly Period shall be treated as Shared Principal Collections
and applied in accordance with Section 4.04 of the Agreement.
(e) On each Distribution Date with respect to the Accumulation
Period, or the Rapid Amortization Period, an amount equal to the Available
Investor Principal Collections for the related Monthly Period will be
distributed in the following priority:
(i) an amount equal to Class A Monthly Principal for such
Distribution Date, up to the Class A Invested Amount on such
Distribution Date, shall be deposited in the Principal Funding
Account for payment to the Class A Certificateholders by the
Paying Agent in accordance with Section 5.1(b) on each
Distribution Date beginning on the earlier to occur of the Class
A Expected Final Distribution Date or the first Special Payment
Date;
(ii) after giving effect to the distribution referred to
in clause (i) above, an amount equal to Class B Monthly Principal
for such Distribution Date, up to the Class B Invested Amount on
such Distribution Date, shall be deposited in the Principal
Funding Account for payment to the Class B Certificateholders by
the Paying Agent in accordance with subsection 5.1(d) on each
Distribution Date beginning on the Class B Principal Commencement
Date;
(iii) after giving effect to the distributions referred to
in clauses (i) and (ii) above, an amount equal to Collateral
Monthly Principal for such Distribution Date, up to the
Collateral Invested Amount for such Distribution Date shall be
distributed to the Collateral Interest Holder in accordance with
subsection 5.1(e) on each Distribution Date beginning on the
Collateral Principal Commencement Date; and
(iv) for each Distribution Date, after giving effect to
the distributions referred to in clauses (i), (ii) and (iii)
above, an amount equal to the balance, if any, of such Available
Investor Principal Collections then on deposit in the Collection
Account shall be treated as Shared Principal Collections and
applied in accordance with Section 4.04 of the Agreement.
Section 4.6 Defaulted Amounts; Investor Charge-Offs.
(a) On each Determination Date, the Servicer shall calculate
the Class A Investor Default Amount, if any, for the related Distribution
Date. If, on any Distribution Date,
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the Class A Required Amount for the related Monthly Period exceeds the sum of
(x) the amount of Reallocated Principal Collections with respect to such
Monthly Period and (y) the amount of Excess Spread and the Excess Finance
Charges allocable to Series 1999-D with respect to such Distribution Date,
the Collateral Invested 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 sum of the amount of Reallocated Principal
Collections and Excess Spread and Excess Finance Charges used to fund the
Class A Investor Default Amount for such Distribution Date. In the event
that such reduction would cause the Collateral Invested Amount to be a
negative number, the Collateral Invested Amount shall be reduced to zero and
the Class B Invested Amount shall be reduced by the amount by which the
Collateral Invested Amount would have been reduced below zero, but not by
more than the excess, if any, of the Class A Investor Default Amount for such
Distribution Date over the sum of the amount of such reduction, if any, of
the Collateral Invested Amount with respect to such Distribution Date and the
amount of Reallocated Principal Collections and Excess Spread and Excess
Finance Charges used to fund the Class A Investor Default Amount for such
Distribution Date. 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, but not by more than the excess, if any, of the Class A Investor
Default Amount for such Distribution Date over the sum of the aggregate
amount of the reductions, if any, of the Collateral Invested Amount and the
Class B Invested Amount for such Distribution Date and the amount of
Reallocated Principal Collections and Excess Spread and Excess Finance
Charges used to fund the Class A Investor Default Amount for such
Distribution Date (a "Class A Investor Charge-Off"). 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 Charges allocated and available for that purpose
pursuant to Section 4.7(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 Excess Spread and Excess Finance
Charges allocated to Series 1999-D with respect to the related Monthly Period
which are not used to fund the Class A Required Amount and Class A Investor
Charge-Offs on the related Distribution Date and (y) the amount of
Reallocated Principal Collections which are available to fund the Class B
Required Amount on such Distribution Date pursuant to Section 4.8(b), then
the Collateral Invested Amount 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 sum of the amount of Reallocated Principal
Collections and Excess Spread and Excess Finance Charges used to fund the
Class B Investor Default Amount for such Distribution Date. In the event
that such reduction would cause the Collateral Invested Amount to be a
negative number, the Collateral Invested Amount shall be reduced to zero, and
the Class B Invested Amount shall be reduced by the amount by which the
Collateral Invested Amount would have been reduced below zero, but not by
more than the excess, if any, of the Class B Investor Default Amount for such
Distribution Date over the sum of the amount of such reduction, if any, of
the Collateral Invested Amount with respect to such Distribution Date and the
amount of Reallocated Principal Collections and Excess Spread and Excess
Finance Charges
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used to fund the Class B Investor Default Amount for such Distribution Date
(a "Class B Investor Charge-Off"). 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 Charges allocated and available for that purpose pursuant to
subsection 4.7(e).
(c) If, on any Distribution Date, Reallocated Principal
Collections for such Distribution Date are applied pursuant to Section 4.8(a)
or (b), the Collateral Invested Amount shall be reduced by the amount of such
Reallocated Principal Collections. In the event that such reduction would
cause the Collateral Invested Amount to be a negative number, the Collateral
Invested Amount shall be reduced to zero, and the Class B Invested Amount
shall be reduced by the amount by which the Collateral Invested Amount would
have been reduced below zero.
(d) If, on any Distribution Date, the Collateral Default Amount
exceeds the amount of Excess Spread and Excess Finance Charges available to
fund the Collateral Default Amount pursuant to subsection 4.7(h) on such
Distribution Date, then the Collateral Invested Amount shall be reduced by
the amount of such excess; provided, however, that the Collateral Invested
Amount shall not be reduced below zero.
Section 4.7 Excess Spread; Excess Finance Charges. The Servicer
shall apply or shall direct the Trustee in writing to apply, on each
Distribution Date, Excess Spread and Excess Finance Charges allocated to
Series 1999-D with respect to the related Monthly 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 4.5(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 as provided in Section
4.6(a) (after giving effect to the allocation on such Distribution Date of
any amount for that purpose pursuant to Section 4.6(a)) shall be treated as a
portion of Available Investor Principal Collections 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 4.5(b)(i) and (ii), in that order of
priority;
(d) an amount equal to the Class B Investor Default Amount for
such Distribution Date shall be treated as a portion of Available Investor
Principal Collections 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 (c), (d) and (e) of
the definition of "Class B Invested Amount" in Section 2.1 of this Supplement
(but not in excess of the aggregate amount
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of such reductions which have not been previously reimbursed) shall be
treated as a portion of Available Investor Principal Collections for such
Distribution Date;
(f) an amount equal to the Collateral Minimum Monthly Interest
for such Distribution Date, plus the amount of any Collateral Minimum Monthly
Interest previously due but not distributed to the Collateral Interest Holder
on a prior Distribution Date pursuant to this subsection plus the amount of
any Collateral Additional Interest for such Distribution Date and any
Collateral Additional Interest previously due but not distributed to the
Collateral Interest Holder on a prior Distribution Date shall be paid to the
Collateral Interest Holder;
(g) an amount equal to the Collateral Servicing Fee for such
Distribution Date (or if the Bank or the Trustee is no longer the Servicer,
the portion of the Collateral Servicing Fee for such Distribution Date not
paid pursuant to Section 4.5(c)(i)), 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;
(h) an amount equal to the Collateral Default Amount for such
Distribution Date shall be treated as a portion of Available Investor
Principal Collections with respect to such Distribution Date;
(i) an amount equal to the aggregate amount by which the
Collateral Invested Amount has been reduced pursuant to clause (b) of the
definition of "Collateral 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 Available Investor Principal
Collections with respect to such Distribution Date;
(j) an amount up to the excess, if any, of the Required Reserve
Account Amount over the amount on deposit therein, shall be deposited into
the Reserve Account; and
(k) the balance, if any, shall be distributed to the Collateral
Interest Holder.
Section 4.8 Reallocated Principal Collections. The Servicer
shall apply or shall direct the Trustee in writing to apply on each
Distribution Date, Reallocated Principal Collections (applying all such
Collections with respect to the Collateral Invested Amount prior to applying
any such Collections with respect to the Class B Invested Amount and applying
no such Collections with respect to the Class B Invested 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
amount of Excess Spread and Excess Finance Charges allocated to Series 1999-D
with respect to the related Monthly Period shall, be distributed by the
Trustee to fund any deficiency pursuant to Sections 4.5(a)(i), (ii) and
(iii), in that order of priority;
(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
amount of Excess Spread and Excess Finance Charges allocated and available to
the Class B Certificates pursuant to Sections 4.7(c)
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<PAGE> 32
and (d) on such Distribution Date, shall be distributed by the Trustee to
fund any deficiency pursuant to Sections 4.5(b)(i) and (ii) and Section
4.7(d), in that order of priority; and
(c) the balance, if any, of such Reallocated Principal
Collections shall be treated as a portion of Available Investor Principal
Collections to be applied in accordance with subsections 4.5(d) and (e).
Section 4.9 Excess Finance Charges. On each Distribution Date,
(a) the Servicer shall allocate the aggregate amount for all outstanding
Series in Group One that the related Supplements or Transfer Agreements
specify are to be treated as a portion of Excess Finance Charges for such
Distribution Date (collectively, "Excess Finance Charges") as specified in
the Supplements or Transfer Agreements for each Series in Group One and (b)
the Servicer shall withdraw (or shall instruct the Trustee in writing to
withdraw) from the Collection Account and pay to the Holders of the Seller
Certificates an amount equal to the excess, if any, of (x) the Excess Finance
Charges for such Distribution Date over (y) the aggregate amount for all
Series in Group One that the related Supplements specify are Finance Charge
Shortfalls (as defined in the related Supplements or Transfer Agreements )
for such Distribution Date. Excess Finance Charges for any Distribution Date
will be allocated to Series 1999-D in an amount equal to the product of (x)
the aggregate amount of Excess Finance Charges for such Distribution Date and
(y) a fraction, the numerator of which is the Finance Charge Shortfall for
Series 1999-D for such Distribution Date and the denominator of which is the
aggregate amount of Finance Charge Shortfalls for all the Series in Group One
for such Distribution Date. The amount of "Excess Finance Charges" for
Series 1999-D for any Distribution Date shall be specified in the Transfer
Agreement. On each Distribution Date, the Trustee shall deposit in the
Collection Account for application in accordance with Section 4.5 of the
Agreement, the amount of "Excess Finance Charges" received by the Trustee
pursuant to the Transfer Agreement on such date. The "Finance Charge
Shortfall" for Series 1999-D for any Distribution Date shall be equal to the
excess, if any, of (a) the full amount required to be paid, without
duplication, pursuant to Sections 4.5(a), 4.5(b), 4.5(c) and 4.7(a) through
(j) on such Distribution Date over (b) the sum of Class A Available Funds,
Class B Available Funds and Collateral Available Funds with respect to the
related Monthly Period.
Section 4.10 Shared Principal Collections. Subject to Section
4.04 of the Agreement, Shared Principal Collections for any Distribution Date
will be allocated to Series 1999-D in an amount equal to the product of (x)
the aggregate amount of Shared Principal Collections with respect to all
Series in Group One for such Distribution Date and (y) a fraction, the
numerator of which is the Principal Shortfall for Series 1999-D for such
Distribution Date and the denominator of which is the aggregate amount of
Principal Shortfalls for all the Series which are Principal Sharing Series in
Group One for such Distribution Date. The "Principal Shortfall" for Series
1999-D shall be equal to (a) for any Distribution Date with respect to the
Revolving Period and the Rapid Amortization Period, zero, and (b) for any
Distribution Date with respect to the Accumulation Period 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 Available Investor Principal Collections for such Distribution Date
(excluding any portion thereof attributable to Shared Principal Collections)
and (c) for each Distribution Date on or after the Class B Expected Final
Distribution Date, the excess, if any, of
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the Invested Amount over the amount of Available Investor Principal
Collections for such Distribution Date (excluding any portion thereof
attributable to Shared Principal Collections).
Section 4.11 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
period of the Designated Maturity 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 period of the Designated
Maturity. 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 period of the
Designated Maturity.
Section 4.12 Principal Funding Account.
(a)(i) The Servicer, for the benefit of the Series
1999-D Holders, shall establish and maintain in the name of the
Trustee, on behalf of the Trust, an Eligible Deposit Account (the
"Principal Funding Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the
benefit of the Series 1999-D Certificateholders. The Principal
Funding Account shall initially be established by the Trustee.
(ii) At the written direction of the Servicer, funds on
deposit in the Principal Funding Account shall be invested by the
Trustee in Eligible Investments selected by the Servicer. All
such Eligible Investments shall be held by the Trustee for the
benefit of the Series 1999-D Certificateholders; provided that on
each Distribution Date all interest and other investment income
(net of losses and investment expenses ) ("Principal Funding
Investment Proceeds") on funds on deposit therein shall be
applied as set forth in paragraph (iii) below. Funds on deposit
in the Principal Funding Account shall be invested in Eligible
Investments that will mature so that such funds will be available
at the close of business on the Transfer Date preceding the
following Distribution Date. No 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 in writing by the Servicer,
the Servicer having reasonably determined that the interest of
the Series 1999-D Certificateholders may be adversely affected if
such Eligible Investment is held to its maturity. Unless the
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Servicer directs otherwise, funds deposited in the Principal
Funding Account on a Transfer Date (which immediately precedes a
Distribution Date) upon the maturity of any Eligible Investments
are not required to be invested overnight.
(iii) On each Distribution Date with respect to the
Accumulation Period, the Servicer shall direct the Trustee in
writing 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 Class A Available Funds for such
Distribution Date.
(iv) Reinvested interest and other investment income on
funds deposited in the Principal Funding Account shall not be
considered to be principal amounts on deposit therein for
purposes of this Supplement.
(v) 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 1999-D
Certificateholders. If, at any time, the Principal Funding
Account ceases to be an Eligible Deposit Account, the Trustee
shall within 10 Business Days (or such longer period, not to
exceed 30 calendar days, as to which each Rating Agency may
consent) establish a new Principal Funding Account meeting the
conditions specified in paragraph (a) (i) above as an Eligible
Deposit Account and shall transfer any cash and/or any
investments to such new Principal Funding Account.
(vi) Pursuant to the authority granted to the Servicer in
Section 3.01(b) of the Agreement, the Servicer shall have the power,
revocable by the Trustee, to make withdrawals and payments or to
instruct the Trustee in writing to make withdrawals and payments
from the Principal Funding Account for the purposes of carrying out
the Servicer's or Trustee's duties hereunder. Pursuant to the
authority granted to the Paying Agent in Section 5.1 of this
Supplement and Section 6.07 of the Agreement, the Paying Agent shall
have the power, revocable by the Trustee, to withdraw funds from the
Principal Funding Account for the purpose of making distributions to
the Series 1999-D Certificateholders.
Section 4.13 Accumulation Period. The Accumulation Period is
scheduled to commence on the Accumulation Date; provided, however, that if
the Accumulation Period Length on any Determination Date (determined as
described below) is less than nine months, upon notice to the Trustee, the
Seller, each Rating Agency and the Collateral Interest Holder, the Servicer,
at its option, may elect to modify the date on which the Accumulation Period
actually commences to the first day of the month that is a number of months
prior to the month in which the Class A Expected Final Distribution Date
occurs at least equal to the Accumulation Period Length (so that, as a
result, the number of Monthly Periods in the Accumulation Period will at
least equal the Accumulation Period Length); provided, however, that (i) the
length of the Accumulation Period will not be less than one month; and (ii)
notwithstanding any other provision of this Supplement to the contrary, no
election to postpone the commencement of the
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Accumulation Period shall be made after a Pay Out Event (as defined in the
related Supplement) shall have occurred and is continuing with respect to any
other Series. On each Determination Date, the Servicer will determine the
"Accumulation Period Length," which will mean a number of months such that the
amount available for distribution of principal on the Class A Certificates on
the Class A Expected Final Distribution Date and for distribution of principal
on the Class B Certificates on the Class B Expected Final Distribution Date will
equal or exceed the sum of the Class A Investor Amount and the Class B Investor
Amount, assuming for this purpose that (1) the payment rate with respect to
Collections of Principal Receivables remains constant at the lowest level of
such payment rate during the twelve preceding Monthly Periods (or such lower
payment rate as the Servicer may select), (2) the total amount of Principal
Receivables in the Trust (and the principal amount on deposit in the Excess
Funding Account, if any) remains constant at the level on such date of
determination, (3) no Pay Out Event with respect to any Series will subsequently
occur and (4) no additional Series (other than any Series being issued on such
date of determination) will be subsequently issued. Any notice by the Servicer
electing to modify the commencement of the Accumulation Period pursuant to this
Section 4.13 shall specify (i) the Accumulation Period Length, (ii) the
commencement date of the Accumulation Period and (iii) the Controlled
Accumulation Amount with respect to each Monthly Period during the Accumulation
Period.
Section 4.14 Reserve Account.
(a) The Servicer shall establish and maintain, in the name of
the Trustee, on behalf of the Trust, for the benefit of the Series 1999-D
Holders, an Eligible Deposit Account (the "Reserve Account") bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Series 1999-D Holders. 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 1999-D Holders. If at any time the Reserve Account ceases to be an
Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall
within 10 Business Days (or such longer period, not to exceed 30 calendar
days, as to which each Rating Agency may consent) establish a new Reserve
Account meeting the conditions specified above as an Eligible Deposit
Account, and shall transfer any cash and/or any investments to such new
Reserve Account. The Trustee, at the written direction of the Servicer,
shall (i) make withdrawals from the Reserve Account from time to time for the
purposes set forth in this Supplement, 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 4.7(j).
(b) Funds on deposit in the Reserve Account shall be invested
at the written direction of the Servicer by the Trustee in Eligible
Investments. Funds on deposit in the Reserve Account on any Transfer Date,
after giving effect to any withdrawals from the Reserve Account on such
Transfer Date, shall be invested in such investments that will mature so that
such funds will be available for withdrawal on or prior to the immediately
succeeding Transfer Date. The Trustee shall maintain for the benefit of the
Series 1999-D Holders 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
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or dispose of an Eligible Investment before its maturity, if so directed by the
Servicer in writing, the Servicer having reasonably determined that the interest
of the Series 1999-D Holders 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) accrued since the preceding
Distribution Date on funds on deposit in the Reserve Account shall be retained
in the Reserve Account (to the extent that the amount on deposit in the Reserve
Account is less than the Required Reserve Account Amount) and the balance, if
any, shall be deposited in the Collection Account and treated as Collections of
Finance Charge Receivables allocable to Series 1999-D. For purposes of
determining the availability of funds or the balance in the Reserve Account for
any reason under this Supplement, except as otherwise provided in the preceding
sentence, investment earnings on such funds shall be deemed not to be available
or on deposit.
(c) On the Determination Date preceding each Distribution Date
with respect to the Accumulation Period (prior to the Class B Expected Final
Distribution Date) and the first Special Payment 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
Payment Date over the Principal Funding Investment Proceeds with respect to
such Distribution Date or Special Payment Date; provided, that such amount
will be reduced to the extent that funds otherwise would be available for
deposit in the Reserve Account under subsection 4.7(j) with respect to such
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 amount
on deposit in the Reserve Account, shall be withdrawn from the Reserve
Account on the related Transfer Date by the Trustee (acting in accordance
with the instructions of the Servicer), deposited into the Collection Account
and included in the Class A Available Funds 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 written instructions of
the Servicer, shall withdraw from the Reserve Account, and distribute to the
Collateral Interest Holder, 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 is paid in full to the Class A Certificateholders,
(iii) if the Accumulation Period has not commenced, the occurrence of a Pay
Out Event with respect to Series 1999-D and (iv) if the Accumulation Period
has commenced, the earlier of the first Special Payment Date and the Class A
Expected Final Distribution Date, the Trustee, acting in accordance with the
written instructions of the Servicer, after the prior payment of all amounts
owing to the Series 1999-D Certificateholders which are payable from the
Reserve Account as provided herein, shall withdraw from the Reserve Account
and distribute to the Collateral Interest Holder all amounts, if any, on
deposit in the Reserve Account and the Reserve Account shall be deemed to
have terminated for purposes of this Supplement.
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ARTICLE V
Distributions and Reports to Series 1999-D Certificateholders
Section 5.1 Distributions.
(a) On each Distribution Date, the Paying Agent shall
distribute to each Class A Certificateholder of record on the related Record
Date (other than as provided in Section 12.02 of the Agreement) such Class A
Certificateholder's pro rata share of the amounts that are allocated and
available on such Distribution Date to pay interest on the Class A
Certificates pursuant to this Supplement.
(b) On each Distribution Date, commencing with the first to
occur of the Class A Expected Final Payment Date and the first Special
Payment Date, the Paying Agent shall distribute to each Class A
Certificateholder of record on the related Record Date (other than as
provided in Section 12.02 of the Agreement) such Class A Certificateholder's
pro rata share of the amounts that are on deposit in the Principal Funding
Account or that are otherwise allocated and available on such date to pay
principal of the Class A Certificates pursuant to this Supplement up to a
maximum amount on any such date equal to the Class A Investor Amount on such
date (unless there has been an optional repurchase of the Certificateholders'
Interest pursuant to Section 10.01 of the Agreement, in which event the
foregoing limitation will not apply).
(c) On each Distribution Date, the Paying Agent shall
distribute to each Class B Certificateholder of record on the related Record
Date (other than as provided in Section 12.02 of the Agreement) such Class B
Certificateholder's pro rata share of the amounts that are allocated and
available on such Distribution Date to pay interest on the Class B
Certificates pursuant to this Supplement.
(d) On each Distribution Date, commencing with the Class B
Principal Commencement Date, the Paying Agent shall distribute to each Class
B Certificateholder of record on the related Record Date (other than as
provided in Section 12.02 of the Agreement) such Class B Certificateholder's
pro rata share of the amounts that are on deposit in the Principal Funding
Account (after payments have been made to the Class A Certificateholders as
provided in (b) above) or that are otherwise allocated and available on such
date to pay principal of the Class B Certificates pursuant to this Supplement
up to a maximum amount on any such date equal to the Class B Investor Amount
on such date (unless there has been an optional repurchase of the
Certificateholders' Interest pursuant to Section 10.01 of the Agreement, in
which event the foregoing limitation will not apply).
(e) On each Transfer Date, the Trustee shall distribute to the
Collateral Interest Holder the aggregate amount payable to the Collateral
Interest Holder pursuant to Sections 4.5, 4.7 and 4.14 to the Collateral
Interest Holder's account, as specified in writing by the Collateral Interest
Holder, in immediately available funds.
(f) The distributions to be made pursuant to this Section 5.1
are subject to the provisions of Sections 2.06, 9.02, 10.01 and 12.02 of the
Agreement and Sections 8.1 and 8.2 of this Supplement.
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(g) Except as provided in Section 12.02 of the Agreement with
respect to a final distribution, distributions to Series 1999-D
Certificateholders hereunder shall be made by check mailed to each Series
1999-D Certificateholder at such Series 1999-D Certificateholder's address
appearing in the Certificate Register without presentation or surrender of
any Series 1999-D Certificate or the making of any notation thereon;
provided, however, that with respect to Series 1999-D 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 Certificates and Statements.
(a) Not later than each Determination Date, the Servicer shall
deliver to the Trustee, the Paying Agent, each Rating Agency and the
Collateral Interest Holder, a certificate substantially in the form of
Exhibit B prepared by the Servicer.
(b) On each Distribution Date, the Paying Agent, on behalf of
the Trustee, shall forward to each Series 1999-D Certificateholder a
statement substantially in the form of Exhibit C prepared by the Servicer.
(c) A copy of each statement or certificate provided pursuant
to paragraph (a) or (b) may be obtained by any Series 1999-D
Certificateholder or any Certificate Owner thereof by a request in writing to
the Servicer.
(d) On or before January 31 of each calendar year, beginning
with calendar year 2000, the Paying Agent, on behalf of the Trustee, shall
furnish or cause to be furnished to each Person who at any time during the
preceding calendar year was a Series 1999-D Certificateholder, a statement
prepared by the Servicer containing the information which is required to be
contained in the statement to Series 1999-D Certificateholders, as set forth
in paragraph (b) above, aggregated for such calendar year or the applicable
portion thereof during which such Person was a Series 1999-D
Certificateholder, together with other information as is required to be
provided by an issuer of indebtedness under the Internal Revenue Code. Such
obligation of the Servicer shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the
Paying Agent pursuant to any requirements of the Internal Revenue Code as
from time to time in effect.
ARTICLE VI
Series 1999-D Pay Out Events
Section 6.1 Series 1999-D Pay Out Events. If any one of the
following events (each, a "Series Pay Out Event") shall occur with respect to
Series 1999-D:
(a) failure on the part of the Seller (A) to make any payment
or deposit required by the terms of the Agreement on or before the date
occurring five Business Days after the date such payment or deposit is
required to be made herein or (B) duly to observe or perform in any material
respect any other covenants or agreements of the Seller set forth in the
Agreement which has a material adverse effect on the Series 1999-D Holders
(which determination shall be made, for so long as the Collateral Invested
Amount is greater than zero,
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without reference to whether any funds are available pursuant to Series
Enhancement) and continues unremedied for a period of 60 days after the date
on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Seller by the Trustee, or to the Seller and the
Trustee by Series 1999-D Holders aggregating not less than 50% of the
outstanding principal balance of the Series 1999-D;
(b) any representation or warranty made by the Seller in the
Agreement or any information contained in a computer file or microfiche list
required to be delivered by the Servicer on behalf of the Seller pursuant to
Section 2.01 or 2.08 of the Agreement (A) shall prove to have been incorrect
in any material respect when made or when delivered, which continues to be
incorrect in any material respect for a period of 60 days after the date on
which written notice of such failure, requiring the same to be remedied,
shall have been given to the Seller by the Trustee, or to the Seller and the
Trustee by Holders of the Series 1999-D Certificates aggregating not less
than 50% of the outstanding principal balance of the Series 1999-D
Certificates and (B) as a result of which the interests of the Series 1999-D
Certificateholders are materially and adversely affected (which determination
shall be made, for so long as the Collateral Invested Amount is greater than
zero, without reference to whether any funds are available pursuant to any
Series Enhancement); provided, however, that a Series Pay Out Event pursuant
to this subparagraph (b) shall not be deemed to occur hereunder if the Seller
has accepted reassignment of the related Receivable, or all of such
Receivables, if applicable, during such period (or such longer period as the
Trustee may specify) in accordance with the provisions hereof and of the
Agreement;
(c) (1) with respect to the last day of any prior Monthly
Period during which the Seller Amount is less than the Required Seller
Amount, the failure of the Seller to convey on or prior to the Required
Designation Date Receivables in Additional Accounts to the Trust such that
the Seller Amount shall be at least equal to the Required Seller Amount as of
the close of business on the applicable Addition Date; or (2) with respect to
the last day of any prior Monthly Period during which the aggregate amount of
Principal Receivables is less than the Required Principal Balance as of such
day, the failure of the Seller to convey on or prior to the Required
Designation Date Receivables in Additional Accounts to the Trust such that
the aggregate amount of the Principal Receivables shall be at least equal to
the Required Principal Balance as of the close of business on the applicable
Addition Date;
(d) the Net Portfolio Yield averaged over three consecutive
Monthly Periods is less than the Base Rate averaged over such period;
(e) any Servicer Default shall occur which would have a
material adverse effect on the Series 1999-D Certificateholders (which
determination shall be made, for so long as the Collateral Invested Amount is
greater than zero, without reference to whether any funds are available
pursuant to any Series Enhancement); or
(f) the Class A Investor Amount shall not be paid in full on
the Class A Expected Final Distribution Date or the Class B Investor Amount
shall not be paid in full on the Class B Expected Final Distribution Date or
the Collateral Invested Amount shall not be paid in full on the Collateral
Expected Final Distribution Date;
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then, in the case of any event described in subparagraph (a), (b) or (e),
after the applicable grace period, if any, set forth in such subparagraphs,
either the Trustee or the holders of Investor Certificates (including the
Collateral Interest Holder) of Series 1999-D evidencing more than 50% of the
aggregate unpaid principal amount of such Investor Certificates (including
the Collateral Interest) by notice then given in writing to the Seller and
the Servicer (and to the Trustee if given by the Holders of Investor
Certificates (including the Collateral Interest Holder) of Series 1999-D) may
declare that a Pay Out Event has occurred with respect to Series 1999-D as of
the date of such notice, and, in the case of any event described in
subparagraph (c), (d) or (f) a Pay Out Event shall occur with respect to
Series 1999-D without any notice or other action on the part of the Trustee
or Holders of Investor Certificates (including the Collateral Interest
Holder) of Series 1999-D immediately upon the occurrence of such event.
ARTICLE VII
Optional Repurchase; Series Termination
Section 7.1 Optional Repurchase. On any day occurring on or
after the date on which the Investor Amount is reduced to 5% or less of the
Initial Invested Amount, the Seller shall have the option to purchase the
interest of the Series 1999-D Holders, at a purchase price equal to (i) if
such day is a Distribution Date, the Reassignment Amount for such
Distribution Date or (ii) if such day is not a Distribution Date, the
Reassignment Amount for the Distribution Date following such day.
Section 7.2 Series Termination.
(a) If, on the February 2007 Distribution Date, the Investor
Amount (after giving effect to all changes therein on such date) would be
greater than zero, the Servicer, on behalf of the Trustee, shall, within the
40-day period which begins on such Distribution Date, solicit bids for the
sale of Principal Receivables and the related Finance Charge Receivables (or
interests therein) in an amount equal to the Investor Amount and accrued and
unpaid interest thereon at the close of business on the last day of the
Monthly Period preceding the Series Termination Date (after giving effect to
all distributions required to be made on the Series Termination Date, except
pursuant to this Section 7.2; provided, however that in no event shall such
amount exceed the Series Percentage of Receivables on the Series Termination
Date). Such bids shall require that such sale shall (subject to Section
7.2(b)) occur on the Series Termination Date. The Seller and the Collateral
Interest Holder shall be entitled to participate in, and to receive from the
Trustee a copy of each other bid submitted in connection with, such bidding
process.
(b) The Servicer, on behalf of the Trustee, shall sell such
Receivables (or interests therein) on the Series Termination Date to the
bidder who made the highest cash purchase offer. The proceeds of any such
sale shall be treated as Collections on the Receivables allocated to Series
1999-D pursuant to the Agreement and this Supplement; provided, however, that
the Servicer shall determine conclusively the amount of such proceeds which
are allocable to Finance Charge Receivables and the amount of such proceeds
which are allocable to Principal Receivables. During the period from the
February 2007 Distribution Date to the Series Termination Date, the Servicer
shall continue to collect payments on the Receivables and
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allocate and deposit such collections in accordance with the provisions of
the Agreement and the Supplements.
ARTICLE VIII
Final Distributions
Section 8.1 Sale of Receivables or Certificateholders' Interest
Pursuant to Section 2.06 or 10.01 of the Agreement.
(a) Purchase Price. The amount to be paid with respect to
Series 1999-D in connection with (i) a reassignment of Receivables to the
Seller pursuant to Section 2.06 of the Agreement or (ii) a repurchase of the
Certificateholders' Interest pursuant to Section 10.01 of the Agreement shall
equal the Reassignment Amount for the first Distribution Date following the
Monthly Period in which the reassignment obligation arises under the
Agreement.
(b) Distributions Pursuant to Section 7.1 or 7.2 of this
Supplement and Section 10.01 of the Agreement. With respect to the
Reassignment Amount deposited into the Collection Account pursuant to Section
7.1 or 8.1(a)(ii) or any amounts allocable to Series 1999-D deposited into
the Collection Account pursuant to Section 7.2, the Trustee shall, not later
than 3:00 p.m. New York City time, on the related Distribution Date, make
deposits or distributions of the following amounts (in the priority set forth
below and, in each case, after giving effect to any deposits and
distributions otherwise to be made on such date) in immediately available
funds: (i) (x) the Class A Investor Amount on such Distribution Date will be
distributed to the Paying Agent for payment to the Class A Certificateholders
and (y) an amount equal to the sum of (A) Class A Monthly Interest for such
Distribution Date, (B) any Class A Monthly Interest previously due but not
distributed to the Class A Certificateholders on a prior Distribution Date
and (C) the amount of Class A Additional Interest, if any, for such
Distribution Date and any Class A Additional Interest previously due but not
distributed to the Class A Certificateholders on any prior Distribution Date,
will be distributed to the Paying Agent for payment to the Class A
Certificateholders, (ii) (x) the Class B Investor Amount on such Distribution
Date will be distributed to the Paying Agent for payment to the Class B
Certificateholders and (y) an amount equal to the sum of (A) Class B Monthly
Interest for such Distribution Date, (B) any Class B Monthly Interest
previously due but not distributed to the Class B Certificateholders on a
prior Distribution Date and (C) the amount of Class B Additional Interest, if
any, for such Distribution Date and any Class B Additional Interest
previously due but not distributed to the Class B Certificateholders on any
prior Distribution Date, will be distributed to the Paying Agent for payment
to the Class B Certificateholders and (iii) all remaining amounts will be
distributed to the Collateral Interest Holder.
(c) Distributions Pursuant to Section 2.06 of the Agreement.
With respect to any amounts deposited into the Collection Account pursuant to
subsection 8.1(a)(i), the Trustee shall, not later than 3:00 p.m., New York
City time, on the related Distribution Date, deposit the principal portion of
such amounts that are allocable to the Class A Certificates and the Class B
Certificates into the Collection Account and the principal portion of such
amounts allocable to the Collateral Interest shall be distributed to the
Collateral Interest Holder.
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(d) Notwithstanding anything to the contrary in this Supplement
or the Agreement, all amounts distributed to the Paying Agent pursuant to
Section 8.1(b) for payment to the Series 1999-D Certificateholders shall be
deemed distributed in full to the Series 1999-D Certificateholders on the
date on which such funds are distributed to the Paying Agent pursuant to this
Section and shall be deemed to be a final distribution pursuant to Section
12.02 of the Agreement.
Section 8.2 Distribution of Proceeds of Sale, Disposition or
Liquidation of the Receivables Pursuant to Section 9.02 of the Agreement.
(a) Not later than 12:00 noon, New York City time, on the
Distribution Date following the date on which the Insolvency Proceeds are
deposited into the Collection Account pursuant to Section 9.02(b) of the
Agreement, the Trustee shall (in the following priority and, in each case,
after giving effect to any deposits and distributions otherwise to be made on
such Distribution Date) (i) deduct an amount equal to the Class A Investor
Amount on such Distribution Date from the portion of the Insolvency Proceeds
allocated to Collections of Principal Receivables and distribute such amount
to the Paying Agent for payment to the Class A Certificateholders, provided
that the amount of such distribution shall not exceed the product of (x) the
portion of the Insolvency Proceeds allocated to Collections of Principal
Receivables and (y) the Principal Allocation Percentage with respect to the
related Monthly Period, (ii) deduct an amount equal to the Class Investor
Amount on such Distribution Date from the portion of the Insolvency Proceeds
allocated to Collections of Principal Receivables and distribute such amount
to the Paying Agent for payment to the Class B Certificateholders, provided
that the amount of such distribution shall not exceed (x) the product of (A)
the portion of such Insolvency Proceeds allocated to Collections of Principal
Receivables and (B) the Principal Allocation Percentage with respect to the
related Monthly Period minus (y) the amount distributed to the Paying Agent
pursuant to clause (i) of this sentence and (iii) distribute the remaining
amount of the Insolvency Proceeds to the Collateral Interest Holder.
(b) Not later than 12:00 noon, New York City time, on such
Distribution Date, the Trustee shall (in the following priority and, in each
case, after giving effect to any deposits and distributions otherwise to be
made on such Distribution Date) (i) deduct an amount equal to the sum of (w)
Class A Monthly Interest for such Distribution Date, (x) any Class A Monthly
Interest previously due but not distributed to the Class A Certificateholders
on a prior Distribution Date and (y) the amount of Class A Additional
Interest, if any, for such Distribution Date and any Class A Additional
Interest previously due but not distributed to the Class A Certificateholders
on a prior Distribution Date from the portion of the Insolvency Proceeds
allocated to Collections of Finance Charge Receivables and distribute such
amount to the Paying Agent for payment to the Class A Certificateholders,
provided that the amount of such distribution shall not exceed the product of
(x) the portion of the Insolvency Proceeds allocated to Collections of
Finance Charge Receivables, (y) the Floating Allocation Percentage with
respect to the related Monthly Period and (z) the Class A Floating Percentage
with respect to such Monthly Period and (ii) deduct an amount equal to the
sum of (w) Class B Monthly Interest for such Distribution Date, (x) Class B
Monthly Interest previously due but not distributed to the Class B
Certificateholders and (y) the amount of Class B Additional Interest, if any,
for such Distribution Date and any Class B Additional Interest previously due
but not distributed to the Class B Certificateholders on a prior Distribution
Date from the portion of the Insolvency
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Proceeds allocated to Collections of Finance Charge Receivables and
distribute such amount to the Paying Agent for payment to the Class B
Certificateholders, provided that the amount of such distribution shall not
exceed the product of (x) the portion of the Insolvency Proceeds allocated to
Collections of Finance Charge Receivables, (y) the Floating Allocation
Percentage with respect to the related Monthly Period and (z) the Class B
Floating Percentage with respect to such Monthly Period. To the extent that
the product of (A) the portion of the Insolvency Proceeds allocated to
Collections of Finance Charge Receivables and (B) the Floating Allocation
Percentage with respect to the related Monthly Period exceeds the aggregate
amount distributed to the Paying Agent pursuant to the preceding sentence,
the excess shall be distributed to the Collateral Interest Holder.
(c) Notwithstanding anything to the contrary in this Supplement
or the Agreement, all amounts distributed to the Paying Agent pursuant to
this Section for payment to the Series 1999-D Certificateholders shall be
distributed in full to the Series 1999-D Certificateholders on the date on
which funds are distributed to the Paying Agent pursuant to this Section and
shall be deemed to be a final distribution pursuant to Section 12.02 of the
Agreement.
Section 8.3 Instructions Pursuant to Section 9.02(a) of the
Agreement. The Holders of Investor Certificates of Series 1999-D evidencing
more than 50% of the Investor Amount of each Class (including the Collateral
Interest) shall not be considered as having disapproved of any liquidation of
the Receivables and to continue transferring Principal Receivables to the
Trust pursuant to Section 9.02(a) of the Agreement unless Holders of more
than 50% of the Investor Amount of each of the Class A Certificates, the
Class B Certificates and the Collateral Interest instruct the Trustee to such
effect in the manner required pursuant to Section 9.02(a) of the Agreement.
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ARTICLE IX
Certificates
Section 9.1 Book-Entry Certificates. The Class A Certificates
and the Class B Certificates shall be delivered as Book-Entry Certificates.
The Clearing Agency for the Class A Certificates and the Class B Certificates
shall be The Depository Trust Company, and the Class A Certificates and the
Class B Certificates shall be initially registered in the name of Cede & Co.,
its nominee.
ARTICLE X
Miscellaneous Provisions
Section 10.1. Certain Matters Regarding the Collateral Interest
Holder. Amounts payable to the Collateral Interest Holder hereunder shall be
applied in accordance with the provisions of the Transfer Agreement.
Section 10.2 Ratification of Agreement. As supplemented by this
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Supplement shall be read, taken and
construed as one and the same instrument.
Section 10.3 Counterparts. This Supplement may be executed in
two or more counterparts, and by different parties on separate counterparts,
each of which shall be an original, but all of which shall constitute one and
the same instrument.
Section 10.4 Governing Law. THIS SUPPLEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING THE UCC AS IN
EFFECT IN THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 10.5 Notices. All directions, notices and instructions
to the Trustee shall be in writing (which may be facsimile).
Section 10.6 Amendments. This Supplement may be amended by the
Seller without the consent of the Servicer, the Trustee or any Investor
Certificateholder if the Seller provides the Trustee with (i) an Opinion of
Counsel to the effect that such amendment or modification would reduce the
risk that the Trust would be treated as taxable as a publicly traded
partnership pursuant to Code section 7704 and (ii) an Officer's Certificate
that such amendment or modification would not materially and adversely affect
any Investor Certificateholder, provided that no such amendment shall be
deemed effective without (i) the Trustee's consent, if the Trustee's rights,
duties and obligations hereunder are thereby modified and (ii) the Trustee
having obtained written assurance that such amendment or modification will
not, by itself, lower the current ratings on the Series 1999-D Certificates.
The Seller shall provide the Rating Agencies with prior written notice of any
such amendment or modification.
40
<PAGE> 45
Section 10.7. Uncertificated Securities. The Collateral
Interest shall be delivered in uncertificated form.
Section 10.8. Transfers of the Collateral Interest.
(a) Unless otherwise consented to by the Seller, no portion of
the Collateral Interest or any interest therein may be sold, conveyed,
assigned, hypothecated, pledged, participated, exchanged or otherwise
transferred (each, a "Transfer") except in accordance with this Section 10.8
and only to a Permitted Assignee. Any attempted or purported transfer,
assignment, exchange, conveyance, pledge, hypothecation or grant other than
to a Permitted Assignee shall be void. Unless otherwise consented to by the
Seller, no portion of the Collateral Interest or any interest therein may be
Transferred to any Person (each such Person acquiring the Collateral Interest
or any interest therein, an "Assignee") unless such Assignee shall have
executed and delivered to the Seller on or before the effective date of any
Transfer a letter substantially in the form attached hereto as Exhibit D (an
"Investment Letter"), executed by such Assignee, with respect to the related
Transfer to such Assignee of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or
the interest therein purchased by such Assignee will be acquired for
investment only and not with a view to any public distribution thereof, and
that such Assignee will not offer to sell or otherwise dispose of the
Collateral Interest or any interest therein so acquired by it in violation of
any of the registration requirements of the Securities Act, or any applicable
state or other securities laws. Each Assignee will acknowledge and agree
that (i) it has no right to require the Seller to register under the
Securities Act or any other securities law the Collateral Interest or the
interest therein to be acquired by the Assignee and (ii) the sale of the
Collateral Interest is not being made by means of the prospectus prepared in
connection with the sale of the Series 1999-D Certificates. Each Assignee
will agree with the Seller that: (a) such Assignee will deliver to the Seller
on or before the effective date of any Transfer a letter in the form annexed
hereto as Exhibit E (an "Investment Letter"), executed by such Assignee with
respect to the purchase by such Assignee of all or a portion of the
Collateral Interest and (b) all of the statements made by such Assignee in
its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest
therein may be Transferred, and each Assignee will certify that it is not,
(a) an "employee benefit plan" (as defined in Section 3(3) of ERISA),
including governmental plans and church plans, (b) any "plan" (as defined in
Section 4975(e)(1) of the Code) including individual retirement accounts and
Keogh plans, or (c) any other entity whose underlying assets include "plan
assets" (within the meaning of Department of Labor Regulation Section
2510.3-101, 29 C.F.R. Section 2510.3-101 or otherwise under ERISA) by reason
of a plan's investment in the entity, including, without limitation, an
insurance company general account.
41
<PAGE> 46
IN WITNESS WHEREOF, the undersigned have caused this Supplement
to be duly executed and delivered by their respective duly authorized
officers on the day and year first above written.
FLEET BANK (RI), NATIONAL ASSOCIATION,
Seller and Servicer,
By: /s/ Jeffrey A. Lipson
-------------------------------
Name: Jeffrey A. Lipson
Title: Vice President
BANKERS TRUST COMPANY,
Trustee
By: /s/ Peter Becker
-------------------------------
Name: Peter Becker
Title: Assistant Vice President
[Signature Page for Series 1999-D Supplement]
<PAGE> 47
EXHIBIT A-1
TO SUPPLEMENT
REGISTERED
FLEET CREDIT CARD MASTER TRUST II
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE,
SERIES 1999-D
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.
Evidencing an undivided interest in a trust, the corpus of which
consists of receivables generated from time to time in the ordinary
course of business in a portfolio of revolving consumer credit card
accounts owned by Fleet Bank (RI), National Association (the "Bank") as
successor in interest to Advanta National Bank (formerly known as
Advanta National Bank USA and prior to that known as Colonial National
Bank USA and successor in interest to the former Advanta National Bank)
or any Additional Seller.
No. CUSIP NO.
----- ------------------
$------------------
(Not an interest in or obligation of Fleet Bank (RI), National
Association or any affiliate thereof, except to the limited extent
described herein.)
This certifies that CEDE & CO. (the "Investor Certificateholder")
is the registered owner of an undivided interest in certain assets of a trust
(the "Trust"), created pursuant to the Amended and Restated Pooling and
Servicing Agreement, dated as of December 1, 1993 (as amended and restated as of
May 23, 1994, and as amended by Amendment Number 1, dated as of July 1, 1994, as
further amended by Amendment Number 2, dated as of October 6, 1995, as further
amended by Amendment Number 3, dated as of February 20, 1998, and as further
amended by Amendment Number 4, dated as of May 14, 1999, and as assigned by
Advanta National Bank to the Bank pursuant to an Assignment and Assumption
Agreement, dated as of February 20, 1998, among Advanta National Bank, the Bank,
Fleet Credit Card, LLC, and Bankers Trust Company, as trustee, the "Amended and
Restated Pooling and Servicing
<PAGE> 48
Agreement") between the Bank, as seller (in such capacity together with its
predecessors as sellers during such period as any such predecessors were
sellers, the "Seller") and servicer (in such capacity, the "Servicer"), and
Bankers Trust Company, as trustee (the "Trustee"), as supplemented by the Series
1999-D Supplement, dated as of November 3, 1999, by and between the Bank, as
Seller and Servicer, and the Trustee. The Amended and Restated Pooling and
Servicing Agreement, the Series 1999-D Supplement and any amendments, exhibits
and schedules thereto are collectively referred to herein as the "Agreement."
The corpus of the Trust consists of (i) a portfolio of receivables (the
"Receivables") arising under selected VISA and MasterCard* consumer credit card
accounts or other revolving consumer credit accounts (the "Accounts") in
portfolios of revolving consumer credit accounts owned by any of the Bank or any
Additional Seller, (ii) all monies due or to become due in payment of the
Receivables, all proceeds of the Receivables (other than investment earnings
related to such proceeds), (iii) the right to receive certain Interchange
attributed to cardholder charges for merchandise and services in the Accounts,
(iv) certain amounts recovered from Accounts in which the Receivables have been
written off as uncollectible, (v) proceeds of credit insurance policies relating
to the Receivables and (vi) all monies on deposit in certain bank accounts of
the Trust and the benefits of any type of enhancement ("Series Enhancement")
issued with respect to any Series (the drawing on or payment of such Series
Enhancement being available only to Certificateholders of a specified Series or
Class unless otherwise indicated in the related Supplement). The Trust assets
may also include participations (including 100% participations) representing
undivided interests in a pool of assets primarily consisting of revolving credit
card receivables or consumer loan receivables (secured and unsecured), and any
interests in both such types of receivables, including securities representing
or backed by both such types of receivables, and other self-liquidating
financial assets owned by the Seller or any affiliate of the Seller and
collections thereon. The Seller conveyed to the Trust all Receivables existing
under certain designated Accounts at the time of the formation of the Trust and
all Receivables arising under such Accounts from time to time thereafter. In
addition, the Seller has conveyed and the Seller may convey in the future all
Receivables existing under certain designated Additional Accounts (including
Automatic Additional Accounts) and all Receivables thereafter arising in such
Additional Accounts.
Although a summary of certain provisions of the Agreement is set
forth below, this Class A Certificate does not purport to summarize the
Agreement, such summary is qualified in its entirety by the terms and provisions
of the Agreement and reference is made to the Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. A copy
of the Agreement may be obtained from the Trustee by writing to the Trustee at
Four Albany Street, New York, New York 10006, Attention: Corporate Trust and
Agency Group/Structured Finance Group. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement.
- --------
* VISA and MasterCard are registered trademarks of VISA USA,
Inc., and MasterCard International Incorporated, respectively.
A-1-2
<PAGE> 49
This Class A Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement to which the Holder of this
Class A Certificate by virtue of the acceptance hereof assents and is bound.
It is the intent of the Seller and the Class A Certificateholders
that, for federal income taxes, state and local income and franchise taxes and
any other taxes imposed on or measured by income, the Class A Certificates will
be treated as indebtedness secured by the Receivables. The Servicer, by entering
into the Agreement, and the Seller, the Holder of the Bank Certificate, each
Holder of a Class A Certificate and each Holder of a Class B Certificate, by
acceptance of its Certificate, agrees to treat the Series 1999-D Certificates
for purposes of federal income taxes, state and local income and franchise
taxes, and any other taxes imposed on or measured by income, as indebtedness of
the Seller.
Subject to the terms of the Agreement, payments of principal of
the Class A Certificates are limited to the unpaid Class A Investor Amount,
which may be less than the unpaid principal balance of the Class A Certificates,
pursuant to the terms of the Agreement. All principal of and interest on the
Class A Certificates is scheduled to be paid by the October 2004 Distribution
Date but may be paid earlier. Subject to prior termination as provided in the
Agreement, the interest of the Series 1999-D Certificateholders in the Trust
will terminate following the earliest of (i) the date on which the Investor
Amount is paid in full, (ii) the April 2007 Distribution Date and (iii) the
termination of the Trust pursuant to Section 12.01 of the Agreement.
The Receivables consist of Principal Receivables which arise
generally from the purchase of goods and services and cash advances and in
respect of Periodic Finance Charges, Overlimit Fees, Late Fees, annual
membership fees and annual service charges, if any, Cash Advance Fees,
transaction charges and all other fees and charges with respect to the Accounts
designated by the Seller to be included in Finance Charge Receivables. This
Certificate is one of a series of Certificates entitled "Fleet Credit Card
Master Trust II, Class A Floating Rate Asset Backed Certificates, Series 1999-D"
(the "Class A Certificates"), each of which represents a fractional undivided
interest in certain assets of the Trust. The Trust's assets are allocated in
part to the Holders of the Class A Certificates, in part to the Holders of the
Class B Certificates, in part to the Collateral Interest Holder, in part to the
Holders of Investor Certificates of all other Series and in part to the Seller
as Holder of the Bank Certificate and the Holders of any Supplemental
Certificates outstanding from time to time. The Bank Certificate and the Holders
of any outstanding Supplemental Certificates represent the Sellers' Interest in
the Trust. The Bank Certificate and any outstanding Supplemental Certificates
represent the interest in the Principal Receivables not represented by the
Investor Certificates.
The aggregate interest represented by the Series 1999-D
Certificates and the Collateral Interest at any time in the Principal
Receivables in the Trust shall not exceed an amount equal to the Principal
Allocation Percentage thereof (as set forth in the Agreement) at such time. The
Initial Invested Amount is $600,000,000. The Invested Amount for any date will
equal the sum of the Class A Invested Amount, the Class B Invested Amount and
the Collateral Invested Amount. The Class A Initial Invested Amount is
$489,000,000. The Class A Invested Amount for any date of determination will be
an amount equal to (a) the Class A Initial Invested
A-1-3
<PAGE> 50
Amount, minus (b) the aggregate amount of principal payments made to the Class A
Certificateholders on or prior to such date, minus (c) the excess, if any, of
the aggregate amount of Class A Investor Charge-Offs for all prior Distribution
Dates over the aggregate amount of Class A Investor Charge-Offs reimbursed prior
to such date, minus (d) the Principal Funding Account Balance (but not in excess
of the Class A Initial Invested Amount) on such date.
Interest will be distributed monthly on the 15th day of each
calendar month or, if such 15th day is not a Business Day, payment will be made
on the next succeeding Business Day (each, a "Distribution Date"), commencing
December 15, 1999, in 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, and
(ii) the outstanding principal amount of the Class A Certificates as of the
preceding Record Date (or, in the case of the first Distribution Date, as of the
Closing Date).
The Class A Certificates will bear interest for each Interest
Period at the rate of 0.22% per annum above LIBOR determined as set forth below
(the "Class A Certificate Rate").
The Trustee will determine LIBOR on November 1, 1999 for the
period from the Closing Date through December 14, 1999 and for each Interest
Period thereafter, on the second London Business Day prior to the Distribution
Date on which such Interest Period commences (each, a "LIBOR Determination
Date"). A "London Business Day" is any day on which dealings in deposits in
United States dollars are transacted in the London interbank market. The Class A
Certificate Rate applicable to the then current and the immediately preceding
Interest Periods may be obtained by telephoning the Trustee at its Corporate
Trust Office at (800) 735-7777.
The determination of LIBOR will be made in accordance with the
following provisions:
(i) On each LIBOR Determination Date, the Trustee will determine
LIBOR based on the rate for deposits in United States dollars for a
period of the Designated Maturity which appears on Telerate Page 3750 as
of 11:00 A.M. (London time) on such date.
(ii) 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
period of the Designated Maturity. If at least two such quotations are
provided, LIBOR will be the arithmetic mean of such quotations.
(iii) 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
A-1-4
<PAGE> 51
time) on that day for loans in United States dollars to leading
European banks for a period of the Designated Maturity.
"Designated Maturity" as used in the preceding provisions means,
one month; provided, that LIBOR for the initial Interest Period will be
determined by straight-line interpolation (based on the actual number of days in
the initial Interest Period) between two rates determined in accordance with the
definition of LIBOR, one of which will be determined for a Designated Maturity
of one month and the other of which will be determined for a Designated Maturity
of two months.
On each Distribution Date with respect to the Accumulation
Period, an amount equal to the least of (a) Available Investor Principal
Collections on deposit in the Collection Account with respect to such
Distribution Date, (b) the Controlled Deposit Amount for such Distribution Date
and (c) the Class A Invested Amount on such Distribution Date, will be deposited
in the Principal Funding Account for payment to the Class A Certificateholders
on the earlier to occur of the Class A Expected Final Distribution Date or the
first Distribution Date with respect to the Rapid Amortization Period.
On each Distribution Date during the Rapid Amortization Period
until the Class A Investor Amount has been paid in full or the Series
Termination Date occurs, the Class A Certificateholders will be entitled to
receive Available Investor Principal Collections in an amount up to the Class A
Investor Amount.
On any Distribution Date occurring on or after the Investor
Amount is reduced to 5% or less of the Initial Invested Amount during the
Revolving Period the Seller will have the option (to be exercised in its sole
discretion) to repurchase the Certificates.
This Class A Certificate does not represent an obligation of, or
an interest in, FleetBoston Financial, the Bank, any Additional Seller, the
Servicer or any Affiliate of any of them. None of the Class A Certificates, the
Accounts nor the Receivables are deposits or insured or guaranteed by the
Federal Deposit Insurance Corporation or any other governmental agency. This
Class A Certificate is limited in right of payment to certain Collections with
respect to the Receivables (and certain other amounts), all as more specifically
set forth herein and in the Agreement.
The Agreement may be amended under certain circumstances by the
Servicer, the Seller and the Trustee, without Certificateholder consent,
provided that (i) the Seller shall have delivered to the Trustee an Officer's
Certificate to the effect that the Seller reasonably believes that such
amendment will not result in the occurrence of a Pay Out Event or materially
adversely affect the amount or timing of distributions to be made to the
Investor Certificateholders of any Series or Class and (ii) written confirmation
from each Rating Agency that such amendment will not result in a reduction or
withdrawal of the rating of the Series 1999-D Certificates or the rating of any
other outstanding Series or Class with respect to which it is a Rating Agency.
The Agreement may be amended by the Servicer, the Seller and the
Trustee, with the consent of the Holders of Investor Certificates evidencing not
less than 66-2/3% of the
A-1-5
<PAGE> 52
aggregate Investor Amount of the Investor Certificates of all adversely affected
Series, for the purpose of adding any provisions to, changing in any manner or
eliminating any of the provisions of the Agreement or of modifying in any manner
the rights of Investor Certificateholders of any Series then issued and
outstanding; provided, however, that no such amendment shall (a) reduce in any
manner the amount of, or delay the timing of, distributions to Investor
Certificateholders or deposits of amounts to be so distributed or the amount
available under any Series Enhancement without the consent to any such amendment
of each affected Certificateholder, (b) change the definition of or the manner
of calculating the interest of any Investor Certificateholder without the
consent of each affected Investor Certificateholder, (c) reduce the aforesaid
percentage required to consent to any such amendment without the consent of each
Investor Certificateholder or (d) adversely affect the rating of any Series or
Class by each Rating Agency without the consent of the Holders of Investor
Certificates of such Series or Class evidencing not less than 66-2/3% of the
aggregate Investor Amount of the Investor Certificates of such Series or Class.
The Class A Certificates are issuable only in denominations of
$1,000 and integral multiples of $1,000 in excess thereof. 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 Holder or his attorney and
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, this Class A Certificate is exchangeable for a new Class A
Certificate evidencing a like aggregate fractional undivided interest, as
requested by the Holder surrendering this Class A Certificate. No service charge
may be imposed for any such exchange, but the 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.
Prior to due presentation of this Class A Certificate for
registration of transfer, the Transfer Agent and Registrar, the Paying Agent and
the Trustee 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 Trustee, the Paying Agent or 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
and governed by the laws of the State of New York, without reference to its
conflict of law provisions.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee, by manual signature, or by an authenticating
agent appointed by the Trustee, this Class A Certificate shall not be entitled
to any benefit under the Agreement, or be valid for any purpose.
A-1-6
<PAGE> 53
IN WITNESS WHEREOF, the Seller has caused this Class A
Certificate to be duly executed.
FLEET BANK (RI), NATIONAL
ASSOCIATION
By:______________________________
Vice President
This is one of the Class A Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Trustee,
By:______________________________
Authorized Officer
Dated: _____________
A-1-7
<PAGE> 54
----------
ASSIGNMENT
----------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE(S)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
- --------------------------
: :
: :
: :
- -------------------------- -----------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
____________________ the within certificate and all rights thereunder, and
hereby irrevocably constitutes and appoints ____________________ Attorney, with
full power of substitution in the premises, to transfer said certificate on the
books kept for registration thereof.
Dated: ________________________
------------------------------
Note: The signature(s) to this Assignment
must correspond with the name(s) as written
on the face of the within certificate in
every particular, without alteration or
enlargement or any change whatever.
(1) An assignee which is not a United
States Person as defined in the
Internal Revenue Code of 1986, as
amended (the "Code") must certify to
the Transfer Agent and Registrar in
writing as to such status and such
further information as may be
required under the Code or
reasonably requested by the Transfer
Agent and Registrar.
A-1-8
<PAGE> 55
EXHIBIT A-2
TO SUPPLEMENT
REGISTERED
FLEET CREDIT CARD MASTER TRUST II
CLASS B FLOATING RATE ASSET BACKED CERTIFICATE,
SERIES 1999-D
THIS CLASS B CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE
ACCOUNT OF A BENEFIT PLAN.
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.
Evidencing an undivided interest in a trust, the corpus of which
consists of receivables generated from time to time in the ordinary
course of business in a portfolio of revolving consumer credit card
accounts owned by Fleet Bank (RI), National Association (the "Bank") as
successor in interest to Advanta National Bank (formerly known as
Advanta National Bank USA and prior to that known as Colonial National
Bank USA and successor in interest to the former Advanta National Bank)
or any Additional Seller.
No. CUSIP NO.
---- ------------------
$------------------
(Not an interest in or obligation of Fleet Bank (RI), National
Association, or any affiliate thereof, except to the limited extent
described herein.)
This certifies that CEDE & CO. (the "Investor Certificateholder") is the
registered owner of an undivided interest in certain assets of a trust (the
"Trust"), created pursuant to the Amended and Restated Pooling and Servicing
Agreement, dated as of December 1, 1993 (as amended and restated on May 23,
1994, and as amended by Amendment Number 1, dated as of July 1, 1994, as further
amended by Amendment Number 2, dated as of October 6, 1995, as further amended
by Amendment Number 3, dated as of February 20, 1998, and as further amended by
Amendment Number 4, dated as of May 14, 1999, and as assigned by Advanta
National Bank to the Bank pursuant to an Assignment and Assumption Agreement,
dated as of February 20, 1998,
<PAGE> 56
among Advanta National Bank, the Bank, Fleet Credit Card, LLC, and Bankers Trust
Company, as trustee, the "Amended and Restated Pooling and Servicing Agreement")
between the Bank, as seller (in such capacity, together with its predecessor as
sellers during such period as any such predecessors were sellers, the "Seller")
and servicer (in such capacity, the "Servicer") and Bankers Trust Company, as
trustee (the "Trustee"), as supplemented by the Series 1999-D Supplement, dated
as of November 3, 1999, by and between the Bank, as Seller and Servicer, and the
Trustee. The Amended and Restated Pooling and Servicing Agreement, the Series
1999-D Supplement and any amendments, exhibits and schedules thereto are
collectively referred to herein as the "Agreement." The corpus of the Trust
consists of (i) a portfolio of receivables (the "Receivables") arising under
selected VISA and MasterCard* consumer credit card accounts or other revolving
consumer credit accounts (the "Accounts") in portfolios of revolving consumer
credit accounts owned by any of the Bank or any Additional Seller, (ii) all
monies due or to become due in payment of the Receivables, all proceeds of the
Receivables (other than investment earnings related to such proceeds), (iii) the
right to receive certain Interchange attributed to cardholder charges for
merchandise and services in the Accounts, (iv) certain amounts recovered from
Accounts in which the Receivables have been written off as uncollectible, (v)
proceeds of credit insurance policies relating to the Receivables and (vi) all
monies on deposit in certain bank accounts of the Trust and the benefits of any
type of enhancement ("Series Enhancement") issued with respect to any Series
(the drawing on or payment of such Series Enhancement being available only to
Certificateholders of a specified Series or Class unless otherwise indicated in
the related Supplement). The Trust assets may also include participations
(including 100% participations) representing undivided interests in a pool of
assets primarily consisting of revolving credit card receivables or consumer
loan receivables (secured and unsecured), and any interests in both such types
of receivables, including securities representing or backed by both such types
of receivables, and other self-liquidating financial assets owned by the Seller
or any affiliate of the Seller and collections thereon. The Seller, conveyed to
the Trust all Receivables existing under certain designated Accounts at the time
of the formation of the Trust and all Receivables arising under such Accounts
from time to time thereafter. In addition, the Seller has conveyed and the
Seller may convey in the future all Receivables existing under certain
designated Additional Accounts (including Automatic Additional Accounts) and all
Receivables thereafter arising in such Additional Accounts.
Although a summary of certain provisions of the Agreement is set
forth below, this Class B Certificate does not purport to summarize the
Agreement, such summary is qualified in its entirety by the terms and provisions
of the Agreement and reference is made to the Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. A copy
of the Agreement may be obtained from the Trustee by writing to the Trustee at
Four Albany Street, New York, New York 10006, Attention: Corporate Trust and
Agency Group/Structured Finance Group. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement.
- --------
* VISA and MasterCard are registered trademarks of VISA USA,
Inc., and MasterCard International Incorporated, respectively.
A-2-2
<PAGE> 57
This Class B Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement to which the Holder of this
Class B Certificate by virtue of the acceptance hereof assents and is bound.
It is the intent of the Seller and the Class B Certificateholders
that, for federal income taxes, state and local income and franchise taxes and
any other taxes imposed on or measured by income, the Class B Certificates will
be treated as indebtedness secured by the Receivables. The Servicer, by entering
into the Agreement, and the Seller, the Holder of the Bank Certificate, each
Holder of a Class B Certificate, and each Holder of a Class A Certificate, by
acceptance of its Certificate, agrees to treat the Series 1999-D Certificates
for purposes of federal income taxes, state and local income and franchise
taxes, and any other taxes imposed on or measured by income, as indebtedness of
the Seller.
Subject to the terms of the Agreement, payments of principal of
the Class B Certificates are limited to the unpaid Class B Investor Amount,
which may be less than the unpaid principal balance of the Class B Certificates,
pursuant to the terms of the Agreement. Principal payments on the Class B
Certificates will not be made unless the Class A Certificates are paid in full.
All principal of and interest on the Class B Certificates is scheduled to be
paid by the October 2004 Distribution Date, but may be paid earlier. Subject to
prior termination as provided in the Agreement, the interest of the Series
1999-D Certificateholders in the Trust will terminate following the earliest of
(i) the date on which the Investor Amount is paid in full and (ii) the April
2007 Distribution Date and (iii) the termination of the Trust pursuant to
Section 12.01 of the Agreement.
The Receivables consist of Principal Receivables which arise
generally from the purchase of goods and services and cash advances and in
respect of Periodic Finance Charges, Overlimit Fees, Late Fees, annual
membership fees and annual service charges, if any, Cash Advance Fees,
transaction charges and all other fees and charges with respect to the Accounts
designated by the Seller to be included in Finance Charge Receivables. This
Certificate is one of a series of Certificates entitled "Fleet Credit Card
Master Trust II, Class B Floating Rate Asset Backed Certificates, Series 1999-D"
(the "Class B Certificates"), each of which represents a fractional undivided
interest in certain assets of the Trust. The Trust's assets are allocated in
part to the Holders of the Class B Certificates and in part to the Holders of
the Class A Certificates, in part to the Collateral Interest Holder, in part to
the Holders of Investor Certificates of all other Series and in part to the
Seller as Holder of the Bank Certificate and the Holders of any outstanding
Supplemental Certificates outstanding from time to time. The Bank Certificate
and any outstanding Supplemental Certificates represent the Sellers' Interest in
the Trust. The Bank Certificate and any outstanding Supplemental Certificates
represent the interest in the Principal Receivables not represented by the
Investor Certificates.
THE CLASS B CERTIFICATES ARE SUBORDINATED TO THE CLASS A
CERTIFICATES TO THE EXTENT SET FORTH IN THE AGREEMENT.
The aggregate interest represented by the Series 1999-D
Certificates and the Collateral Interest at any time in the Principal
Receivables in the Trust shall not exceed an amount equal to the Principal
Allocation Percentage thereof (as set forth in the Agreement) at
A-2-3
<PAGE> 58
such time. The Initial Invested Amount is $600,000,000. The Invested Amount for
any date will equal the sum of the Class A Invested Amount, the Class B Invested
Amount and the Collateral Invested Amount. The Class B Initial Invested Amount
is $45,000,000. The Class B Invested Amount for any date will be an amount equal
to (a) the Class B Initial Invested Amount, minus (b) the aggregate amount of
principal payments made to the Class B Certificateholders on or prior to such
date, minus (c) the excess, if any, of the aggregate amount of Class B Investor
Charge-Offs for all prior Distribution Dates over the aggregate amount of any
reimbursement of Class B Investor Charge-Offs for all Distribution Dates
preceding such date, minus (d) the amount of Reallocated Principal Collections
allocated on all prior Distribution Dates, minus (e) an amount equal to the
amount by which the Class B Invested Amount has been reduced pursuant to
subsection 4.6(a) of the Agreement on all prior Distribution Dates, plus (f) the
amount of Excess Spread and Excess Finance Charges allocated and available on
all prior Distribution Dates for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (c), (d) and (e), and minus (g) the positive
difference, if any, between the Principal Funding Account Balance and the Class
A Investor Amount on such date; provided, however, that the Class B Invested
Amount may not be reduced below zero.
Interest will be distributed monthly on the 15th day of each
calendar month or, if such 15th day is not a Business Day, payment will be made
on the next succeeding Business Day (each, a "Distribution Date"), commencing
December 15, 1999, in 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
divided by 360, times (b) the Class B Certificate Rate, and (ii) the outstanding
principal amount of the Class B Certificates as of the preceding Record Date
(or, in the case of the first Distribution Date as of the Closing Date).
The Class B Certificates will bear interest for each Interest
Period at the rate of 0.50% per annum above LIBOR determined as set forth below
(the "Class B Certificate Rate").
The Trustee will determine LIBOR on November 1, 1999 for the
period from the Closing Date through December 14, 1999 and for each Interest
Period thereafter, on the second London Business Day prior to the Distribution
Date on which such Interest Period commences (each, a "LIBOR Determination
Date"). A "London Business Day" is any day on which dealings in deposits in
United States dollars are transacted in the London interbank market. The Class B
Certificate Rate applicable to the then current and the immediately preceding
Interest Periods may be obtained by telephoning the Trustee at its Corporate
Trust Office at (800) 735-7777.
The determination of LIBOR will be made in accordance with the
following provisions:
(i) On each LIBOR Determination Date, the Trustee will determine
LIBOR based on the rate for deposits in United States dollars for a
period of the Designated Maturity which appears on Telerate Page 3750 as
of 11:00 A.M. (London time) on such date.
(ii) 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
A-2-4
<PAGE> 59
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 period of the Designated Maturity. If at least
two such quotations are provided, LIBOR will be the arithmetic mean of
such quotations.
(iii) 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 period of the Designated Maturity.
"Designated Maturity" shall mean, one month; provided, that LIBOR
for the initial Interest Period will be determined by straight-line
interpolation (based on the actual number of days in the initial Interest
Period) between two rates determined in accordance with the definition of LIBOR,
one of which will be determined for a Designated Maturity of one month and the
other of which will be determined for a Designated Maturity of two months.
On each Distribution Date with respect to the Accumulation Period
an amount equal to the least of (a) Available Investor Principal Collections on
deposit in the Collection Account with respect to such Distribution Date, (b)
the Controlled Deposit Amount for such Distribution Date (minus the portion of
such Controlled Deposit Amount for such Distribution Date applied to Class A
Monthly Principal on such Distribution Date)) and (c) the Class B Invested
Amount, will be deposited in the Principal Funding Account for payment to the
Class B Certificateholders on the Class B Expected Final Distribution Date or
the first Distribution Date with respect to the Rapid Amortization Period
provided that no such amounts shall be paid to the Class B Certificates until
the Class A Certificates are paid in full.
On each Distribution Date during the Rapid Amortization Period
(following the payment in full of the Class A Certificates) until the Class B
Investor Amount has been paid in full or the Series Termination Date occurs, the
Class B Certificateholders will be entitled to receive Available Investor
Principal Collections (minus the portion of Available Investor Principal
Collections applied to Class A Monthly Principal on such Distribution Date) in
an amount up to the Class B Investor Amount.
On any Distribution Date occurring on or after the Investor
Amount is reduced to 5% or less of the Initial Invested Amount during the
Revolving Period, the Seller will have the option (to be exercised in their sole
discretion) to repurchase the Certificates.
This Class B Certificate does not represent an obligation of, or
an interest in, FleetBoston Financial, the Bank, any Additional Seller, the
Servicer or any Affiliate of any of them. None of the Class B Certificates, the
Accounts or the Receivables are deposits or insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental agency. This Class B
Certificate is limited in right of payment to certain Collections respecting the
A-2-5
<PAGE> 60
Receivables (and certain other amounts), all as more specifically set forth
herein and in the Agreement.
The Agreement may be amended under certain circumstances by the
Servicer, the Seller and the Trustee, without Certificateholder consent,
provided that (i) the Seller shall have delivered to the Trustee an Officer's
Certificate to the effect that the Seller reasonably believes that such
amendment will not result in the occurrence of a Pay out Event or materially
adversely affect the amount or timing of distributions to be made to the
Investor Certificateholders of any Series or Class and (ii) written confirmation
from each Rating Agency that such amendment will not result in a reduction or
withdrawal of the rating of the Series 1999-D Certificates or the rating of any
other outstanding Series or Class with respect to which it is a Rating Agency.
The Agreement may be amended by the Servicer, the Seller and the
Trustee, with the consent of the Holders of Investor Certificates evidencing not
less than 66-2/3% of the aggregate Investor Amount of the Investor Certificates
of all adversely affected Series, for the purpose of adding any provisions to,
changing in any manner or eliminating any of the provisions of the Agreement or
of modifying in any manner the rights of Investor Certificateholders of any
Series then issued and outstanding; provided, however, that no such amendment
shall (a) reduce in any manner the amount of, or delay the timing of,
distributions to Investor Certificateholders or deposits of amounts to be so
distributed or the amount available under any Series Enhancement without the
consent to any such amendment of each affected Certificateholder, (b) change the
definition of or the manner of calculating the interest of any Investor
Certificateholder without the consent of each affected Investor
Certificateholder, (c) reduce the aforesaid percentage required to consent to
any such amendment without the consent of each Investor Certificateholder or (d)
adversely affect the rating of any Series or Class by each Rating Agency without
the consent of the Holders of Investor Certificates of such Series or Class
evidencing not less than 66-2/3% of the aggregate Investor Amount of the
Investor Certificates of such Series or Class.
The Class B Certificates are issuable only in denominations of
$1,000 and integral multiples of $1,000 in excess thereof. 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 Holder or his attorney and
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, this Class B Certificate is exchangeable for a new Class B
Certificate evidencing a like aggregate fractional undivided interest, as
requested by the Holder surrendering this Class B Certificate. No service charge
may be imposed for any such exchange, but the 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.
A-2-6
<PAGE> 61
This Class B Certificate may not be acquired by or for the
account of any benefit plan, trust or account, including an individual
retirement account, that is subject to the Employee Retirement Income Security
Act of 1974, as amended, or that is described in Section 4975(e)(1) of the
Internal Revenue Code of 1986, as amended, or an entity whose underlying assets
include plan assets by reason of a plan's investment in such entity (a "Benefit
Plan"). By accepting and holding this Class B Certificate, the Holder hereof
shall be deemed to have represented and warranted that it is not a Benefit Plan.
By acquiring any interest in this Class B Certificate, the applicable
Certificate Owner or Owners shall be deemed to have represented and warranted
that it or they are not Benefit Plans.
Prior to due presentation of this Class B Certificate for
registration of transfer, the Transfer Agent and Registrar, the Paying Agent and
the Trustee 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 Trustee, the Paying Agent or 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
and governed by the laws of the State of New York, without reference to its
conflict of law provisions.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee, by manual signature, or by an authenticating
agent appointed by the Trustee, this Class B Certificate shall not be entitled
to any benefit under the Agreement, or be valid for any purpose.
A-2-7
<PAGE> 62
IN WITNESS WHEREOF, the Seller has caused this Class B
Certificate to be duly executed.
FLEET BANK (RI), NATIONAL ASSOCIATION
By:______________________________
Vice President
This is one of the Class B Certificates referred to in the
within-mentioned Agreement.
BANKER TRUST COMPANY,
as Trustee,
By:______________________________
Authorized Officer
Dated:
A-2-8
<PAGE> 63
----------
ASSIGNMENT
----------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE(S)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
- --------------------------
: :
: :
: :
- -------------------------- -----------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
____________________ the within certificate and all rights thereunder, and
hereby irrevocably constitutes and appoints ____________________ Attorney, with
full power of substitution in the premises, to transfer said certificate on the
books kept for registration thereof.
Dated: ________________________
------------------------------
Note: The signature(s) to this Assignment
must correspond with the name(s) as written
on the face of the within certificate in
every particular, without alteration or
enlargement or any change whatever.
(1) An assignee which is not a United
States Person as defined in the
Internal Revenue Code of 1986, as
amended (the "Code") must certify to
the Transfer Agent and Registrar in
writing as to such status and such
further information as may be
required under the Code or
reasonably requested by the Transfer
Agent and Registrar.
A-2-9
<PAGE> 64
EXHIBIT B
TO SUPPLEMENT
MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
FLEET BANK (RI), NATIONAL ASSOCIATION
------------------------------
FLEET CREDIT CARD MASTER TRUST II
Series 1999-D
------------------------------
The undersigned, a duly authorized representative of Fleet Bank (RI), National
Association, (the "Bank"), as successor in interest to Advanta National Bank
(formerly known as Advanta National Bank USA and prior to that known as Colonial
National Bank USA and successor in interest to the former Advanta National
Bank), as Seller and Servicer pursuant to the Amended and Restated Pooling and
Servicing Agreement dated as of December 1, 1993, (as amended and restated on
May 23, 1994, and as amended by Amendment Number 1, dated as of July 1, 1994, as
further amended by Amendment Number 2, dated as of October 6, 1995, as further
amended by Amendment Number 3, dated as of February 20, 1998, and as further
amended by Amendment Number 4, dated May 14, 1999, and as assigned by Advanta
National Bank to the Bank pursuant to an Assignment and Assumption Agreement,
dated as of February 20, 1998, among Advanta National Bank, the Bank, Fleet
Credit Card, LLC, and Bankers Trust Company, as trustee, the "Amended and
Restated Pooling and Servicing Agreement") between the Bank, as seller (in such
capacity, together with its predecessors as sellers during such period as any
such predecessors were sellers, the "Seller") and servicer (in such capacity,
the "Servicer") and Bankers Trust Company, as trustee (the "Trustee"), as
supplemented by the Series 1999-D Supplement, dated as of November 3, 1999, by
and between the Bank, as Seller and Servicer, and the Trustee does hereby
certify as follows:
A) Capitalized terms used in this Certificate have their
respective meanings set forth in the Agreement. References herein to certain
sections are references to the respective sections of the Agreement.
B) The Bank is Servicer under the Agreement.
C) The undersigned is a Servicing Officer.
D) The date of this notice is a Determination Date under the
Agreement.
<PAGE> 65
I. APPLICATION OF CLASS A AVAILABLE FUNDS, CLASS B AVAILABLE
FUNDS, COLLATERAL AVAILABLE FUNDS AND AVAILABLE INVESTOR
PRINCIPAL COLLECTIONS.
Pursuant to the Supplement, the Servicer does hereby instruct the
Trustee (i) to make the following withdrawals from the Collection
Account with respect to the Distribution Date and (ii) to apply the
proceeds of such withdrawals in accordance with referenced Sections
of the Supplement:
A) Class A Available Funds (Section 4.5(a)):
----------------------------------------
(1) Class A Monthly Interest................... $________
(2) Overdue Class A Monthly Interest........... $________
(3) Class A Additional Interest................ $________
(4) Class A Servicing Fee...................... $________
(5) Overdue Class A Servicing Fee.............. $________
(6) Class A Investor Default Amount (to be
treated as Available Investor Principal
Collections)............................... $________
(7) Excess Spread.............................. $________
B) Class B Available Funds (Section 4.5(b)):
----------------------------------------
(1) Class B Monthly Interest................... $________
(2) Overdue Class B Monthly Interest........... $________
(3) Class B Additional Interest................ $________
(4) Class B Servicing Fee...................... $________
(5) Overdue Class B Servicing Fee.............. $________
(6) Excess Spread.............................. $________
C) Collateral Available Funds (Section 4.5(c))
-------------------------------------------
(1) If the Bank or Trustee is not the Servicer,
Collateral Servicing Fee, if any........... $________
(2) Overdue Collateral Servicing Fee, if any... $________
(3) Excess Spread.............................. $________
B-2
<PAGE> 66
D) Available Investor Principal Collections (Sections 4.5(d) and (e)):
-------------------------------------------------------------------
(1) Class A Monthly Principal.................. $_______
(2) Class B Monthly Principal.................. $_______
(3) Collateral Monthly Principal............... $_______
(4) Shared Principal Collections (available for
other Series in Group One or the Holders
of the Seller Certificates)................ $_______
E) Excess Spread (Section 4.7):
----------------------------
(1) Class A Required Amount, if any............ $_______
(2) Class A Investor Charge-Offs (to be
treated as Available Investor Principal
Collections)............................... $_______
(3) Portion of Class B Required Amount, if
any........................................ $_______
(4) Class B Investor Default Amount (to be
treated as Available Investor Principal
Collections)............................... $_______
(5) Reimbursement of prior reductions in
Class B Invested Amount (to be
treated as Available Investor Principal
Collections)............................... $_______
(6) Collateral Minimum Monthly Interest,
Overdue Collateral Minimum Monthly
Interest and Collateral Additional Interest $_______
(7) Any Collateral Servicing Fee and any
unpaid Collateral Servicing Fee............ $_______
(8) Collateral Default Amount (to be treated
as Available Investor Principal
Collections)............................... $_______
(9) Reimbursement of prior reductions in
Collateral Invested Amount (to be treated
as Available Investor Principal
Collections)............................... $_______
(10) Excess of Required Reserve Account
Amount over the amount on deposit in
Reserve Account............................ $_______
(11) Amounts due to Collateral Interest Holder.. $_______
B-3
<PAGE> 67
F) Reallocated Principal Collections (Section 4.8):
------------------------------------------------
(1) Payable in respect of Class A Required
Amount..................................... $_______
(2) Payable in respect of Class B Required
Amount..................................... $_______
(3) Balance (to be treated as Available
Investor Principal Collections)............ $_______
G) Excess Finance Charges (Section 4.9):
-------------------------------------
(1) Finance Charge Shortfall for Series
1999-D..................................... $_______
(2) Excess Finance Charges from other Series
in Group One allocated to Series 1999-D.... $_______
H) Shared Principal Collections (Section 4.10):
--------------------------------------------
(1) Principal Shortfall for Series 1999-D...... $_______
(2) Shared Principal Collections from other
Series in Group One allocated to Series
1999-D..................................... $_______
B-4
<PAGE> 68
IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this ____ day of __________, ____.
FLEET BANK (RI), NATIONAL
ASSOCIATION, as Servicer
By:______________________________
Servicing Officer
B-5
<PAGE> 69
EXHIBIT C
TO SUPPLEMENT
FORM OF MONTHLY CERTIFICATEHOLDER'S STATEMENT
(To be delivered by the Paying Agent on behalf
of the Trustee on each Distribution Date
pursuant to Section 5.2(b) of the Supplement)
FLEET BANK (RI), NATIONAL ASSOCIATION
------------------------------
FLEET CREDIT CARD MASTER TRUST II
SERIES 1999-D
------------------------------
Under the Amended and Restated Pooling and Servicing Agreement
dated as of December 1, 1993, (as amended and restated on May 23, 1994, and as
amended by Amendment Number 1, dated as of July 1, 1994, as further amended by
Amendment Number 2, dated as of October 6, 1995, as further amended by Amendment
Number 3, dated as of February 20, 1998, as further amended by Amendment Number
4, dated as of May 14, 1999, and as assigned by Advanta National Bank to the
Bank pursuant to an Assignment and Assumption Agreement, dated as of February
20, 1998, among Advanta National Bank, the Bank, Fleet Credit Card, LLC, and
Bankers Trust Company, as trustee, the "Amended and Restated Pooling and
Servicing Agreement") between the Bank, as seller (in such capacity, together
with its predecessors as sellers during such period as any such predecessors
were sellers, the "Seller") and servicer (in such capacity, the "Servicer") and
Bankers Trust Company, as trustee (the "Trustee"), as supplemented by the Series
1999-D Supplement, dated as of November 3, 1999, by and between the Bank, as
Seller and Servicer, and the Trustee. The Bank, as Servicer, is required to
prepare certain information each month regarding current distributions to all
Series 1999-D Certificateholders. This statement relates to the Distribution
Date (the "Distribution Date") and the performance of the Fleet Credit Card
Master Trust II (the "Trust") during the prior Monthly Period (the "Monthly
Period"). Certain of the information is presented on the basis of an original
principal amount of $1,000 per Series 1999-D Certificate. Certain other
information is presented based on the aggregate amounts for the Trust as a
whole. All capitalized terms used herein shall have the respective meanings set
forth in the Agreement.
1. The total amount of the distribution on the Distribution Date
per $1,000 original principal amount of the Class A
Certificates................................................. $_______
<PAGE> 70
2. The total amount of the distribution on the Distribution Date
per $1,000 original principal amount of the Class B
Certificates................................................... $_________
3. The amount of the distribution set forth in paragraph 1 above
in respect of principal per $1,000 original principal amount of
the Class A Certificates....................................... $_________
4. The amount of the distribution set forth in paragraph 2 above
in respect of principal per $1,000 original principal amount of
the Class B Certificates....................................... $_________
5. The amount of the distribution set forth in paragraph 1 above
in respect of interest per $1,000 original principal amount of
the Class A Certificates....................................... $_________
6. The amount of the distribution set forth in paragraph 2 above
in respect of interest per $1,000 original principal amount of
the Class B Certificates....................................... $_________
7. The aggregate amount of Collections of Receivables
processed for the prior Monthly Period which were allocated
in respect of Series 1999-D.................................... $_________
8. The aggregate amount of Collections of Principal
Receivables processed during the prior Monthly Period and
allocated in respect of Series 1999-D.......................... $_________
9. The aggregate amount of Reallocated Principal Collections
with respect to the
prior Monthly Period........................................... $_________
10. The aggregate amount of Collections of Finance Charge
Receivables processed during the prior Monthly Period and
allocated in respect of the Class A Certificates............... $_________
11. The aggregate amount of Collections of Finance Charge
Receivables processed during the prior Monthly Period and
allocated in respect of the Class B Certificates............... $_________
12. The Principal Allocation Percentage(s) during the prior
Monthly Period................................................. __% [Dates]
__% [Dates]
13. The Floating Allocation Percentage(s) during the prior
Monthly Period................................................. __% [Dates]
__% [Dates]
C-2
<PAGE> 71
14. The aggregate outstanding balance of Accounts which are 30,
60, 90, 120, 150 and 180 or more days delinquent as of the
end of the prior Monthly Period is........................... $_________
15. The Class A Investor Default Amount for the prior Monthly
Period is.................................................... $_________
16. The Class B Investor Default Amount for the prior Monthly
Period is.................................................... $_________
17. The Collateral Default Amount for the prior Monthly
Period....................................................... $_________
18. The aggregate amount of Class A Investor Charge-Offs for
the prior Monthly Period is.................................. $_________
19. The aggregate amount of Class B Investor Charge-Offs for
the prior Monthly Period is.................................. $_________
20. The aggregate amount of Collateral Charge-Offs for the prior
Monthly Period............................................... $_________
21. The aggregate amount of Class A Investor Charge-Offs
reimbursed on the Distribution Date is....................... $_________
22. The aggregate amount of Class B Investor Charge-Offs
reimbursed on the Distribution Date is....................... $_________
23. The aggregate amount of Collateral Charge-Offs reimbursed
on the Distribution Date .................................... $_________
24. The amount of the Class A Servicing Fee for the prior
Monthly Period is............................................ $_________
25. The amount of the Class B Servicing Fee for the prior
Monthly Period is............................................ $_________
26. The amount of the Collateral Servicing Fee for the prior
Monthly Period is............................................ $_________
27. The Class A Investor Amount after giving effect to any
payments on the Distribution Date is......................... $_________
28. The Class A Invested Amount after giving effect to any
payments on the Distribution Date is......................... $_________
29. The Class B Investor Amount after giving effect to any
payments on the Distribution Date is......................... $_________
30. The Class B Invested Amount after giving effect to any
payments on the Distribution Date is......................... $_________
C-3
<PAGE> 72
31. The amount, if any, by which the outstanding principal
balance of the Class A Certificates exceeds the Class A
Investor Amount after giving effect to any activity on the
Distribution Date is.......................................... $_________
32. The amount, if any, by which the outstanding principal
balance of the Class B Certificates exceeds the Class B
Investor Amount after giving effect to any activity on the
Distribution Date is.......................................... $_________
33. The Collateral Invested Amount as of the close of business
on the Distribution Date...................................... $_________
34. The amount on deposit in the Principal Funding Account as
of the close of business on the Distribution Date is ......... $_________
35. The amount on deposit in the Reserve Account as of the close
of business on the Distribution Date is....................... $_________
36. The amount by which the Net Portfolio Yield for the prior
Monthly Period exceeds the Base Rate for such Monthly
Period........................................................ $_________
37. The Net Portfolio Yield for the prior Monthly Period is....... $_________
38. The Base Rate for the Prior Monthly Period is................. $_________
39. The amount of Interchange with respect to the prior Monthly
Period is..................................................... $_________
40. The Deficit Controlled Accumulation Amount (after giving
effect to any activity on the Distribution Date).............. $_________
FLEET BANK (RI), NATIONAL
ASSOCIATION, as Servicer
By:______________________________
Title
C-4
<PAGE> 73
EXHIBIT D
TO SUPPLEMENT
FORM OF INVESTMENT LETTER
[Date]
Re: Fleet Credit Card Master Trust II;
Purchases of Series 1999-D Collateral Interest
Ladies and Gentlemen:
This letter (the "Investment Letter") is delivered by the
undersigned (the "Purchaser") pursuant to Section 10.8 of the Series 1999-D
Supplement, dated as of November 3, 1999 (the "Series Supplement") to the
Pooling and Servicing Agreement, dated as of December 1, 1993 (as amended and
supplemented, the "Agreement"), each among Bankers Trust Company, as Trustee,
and Fleet Bank (RI), National Association, as Seller and Servicer. Capitalized
terms used herein without definition shall have the meanings set forth in the
Agreement. The Purchaser represents to and agrees with the Seller as follows:
(a) The Purchaser has such knowledge and experience in
financial and business matters as to be capable of
evaluating the merits and risks of its investment in the
Collateral Interest and is able to bear the economic risk
of such investment.
(b) The Purchaser is an "accredited investor," as
defined in Rule 501, promulgated by the
Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933,
as amended (the "Securities Act"), or is a
sophisticated institutional investor. The
Purchaser understands that the offering and sale
of the Collateral Interest has not been and will
not be registered under the Securities Act and
has not and will not be registered or qualified
under any applicable "Blue Sky" law, and that the
offering and sale of the Collateral Interest has
not been reviewed by, passed on or submitted to
any federal or state agency or commission,
securities exchange or other regulatory body.
(c) The Purchaser is acquiring an interest in the
Collateral Interest without a view to any
distribution, resale or other transfer thereof
except, with respect to any Collateral Interest
or any interest or participation therein, as
contemplated in the following sentence. The
Purchaser will not resell or otherwise transfer
any interest or participation in the Collateral
Interest, except in accordance with Section 10.8
of the Series Supplement and (i) in a transaction
exempt from the registration requirements of the
Securities Act of 1933, as amended, and
applicable state securities or "blue sky" laws;
(ii) to the Seller or any affiliate of the
Seller; or (iii) to a person who the Purchaser
reasonably believes is a qualified institutional
buyer (within the meaning thereof in Rule 144A
under the Securities Act) that is aware
<PAGE> 74
that the resale or other transfer is being made in
reliance upon Rule 144A. In connection therewith, the
Purchaser hereby agrees that it will not resell or
otherwise transfer the Collateral Interest or any interest
therein unless the purchaser thereof provides to the
addressee hereof a letter substantially in the form
hereof.
(d) No portion of the Collateral Interest or any
interest therein may be transferred, and each
Assignee will certify that it is not, (a) an
"employee benefit plan" (as defined in Section
3(3) of ERISA), including governmental plans and
church plans, (b) any "plan" (as defined in
Section 4975(e)(1) of the Code) including
individual retirement accounts and Keogh plans,
or (c) any other entity whose underlying assets
include "plan assets" (within the meaning of
Department of Labor Regulation Section
2510.3-101, 29 C.F.R. Section 2510.3-101 or otherwise
under ERISA) by reason of a plan's investment in
the entity, including, without limitation, an
insurance company general account.
(e) This Investment Letter has been duly executed and
delivered and constitutes the legal, valid and
binding obligation of the Purchaser, enforceable
against the Purchaser in accordance with its
terms, except as such enforceability may be
limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws or
equitable principles affecting the enforcement of
creditors' rights generally and general
principles of equity.
Very truly yours,
[NAME OF PURCHASER]
By:
--------------------------
Name:
Title:
AGREED TO AS OF THE DATE FIRST
ABOVE WRITTEN:
FLEET BANK (RI), NATIONAL
ASSOCIATION
By: _______________________
Name:
Title:
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