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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 23, 1999
Fleet Bank (RI), National Association
(Exact name of registrant as specified in its charter)
on behalf of the
Fleet Credit Card Master Trust II
United States 333-52583-01 050495490
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification Number)
111 Westminster Street
Providence, Rhode Island 02903
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (401) 278-5451
N/A
(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 March 23, 1999, the Fleet Credit Card Master Trust II issued
$498,000,000 Class A Asset Backed Certificates, Series 1999-A and
$45,000,000 Class B Asset Backed Certificates, Series 1999-A.
Item 6. Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibits
4.1 Series 1999-A Supplement to the Pooling and Servicing
Agreement.
Item 8. Not Applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FLEET BANK (RI), NATIONAL ASSOCIATION
On behalf of the Fleet Credit Card
Master Trust II
By: /s/ Jeffrey A. Lipson
--------------------------------
Name: Jeffrey A. Lipson
Title: Vice President
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EXHIBIT INDEX
Exhibit Description
- ------- -----------
4.1 Series 1999-A Supplement to the Pooling and Servicing Agreement.
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EXHIBIT 4.1
EXECUTION COPY
FLEET BANK (RI), NATIONAL ASSOCIATION
Seller and Servicer
and
BANKERS TRUST COMPANY
Trustee
on behalf of the Series 1999-A Holders
SERIES 1999-A SUPPLEMENT
Dated as of March 23, 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-A
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TABLE OF CONTENTS
PAGE
ARTICLE I
Creation of the Series 1999-A Certificates
Section 1.1 Designation...................................................1
ARTICLE II
Definitions
Section 2.1 Definitions...................................................2
ARTICLE III
Servicer and Trustee
Section 3.1 Servicing Compensation.......................................17
ARTICLE IV
Rights of Series 1999-A Certificateholders and Class C
Interest Holder and Allocation and Application of Collections
Section 4.1 Collections and Allocations..................................18
Section 4.2 Determination of Monthly Interest............................20
Section 4.3 Determination of Monthly Principal...........................22
Section 4.4 Required Amount..............................................23
Section 4.5 Application of Class A Available Funds, Class B Available
Funds, Class C Available Funds and Available Investor
Principal Collections........................................24
Section 4.6 Default Amounts; Investor Charge-Offs........................26
Section 4.7 Excess Spread; Excess Finance Charges........................28
Section 4.8 Reallocated Principal Collections............................29
Section 4.9 Excess Finance Charges.......................................30
Section 4.10 Shared Principal Collections.................................30
Section 4.11 Determination of LIBOR.......................................31
Section 4.12 Cash Collateral Account......................................31
Section 4.13 Principal Funding Account....................................33
Section 4.14 Accumulation Period..........................................34
Section 4.15 Reserve Account..............................................35
ARTICLE V
Distributions and Reports to Series 1999-A Certificateholders
Section 5.1 Distributions................................................36
Section 5.2 Certificates and Statements..................................38
ARTICLE VI
Series 1999-A Pay Out Events
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TABLE OF CONTENTS
PAGE
Section 6.1 Series 1999-A Pay Out Events.................................38
ARTICLE VII
Optional Repurchase; Series Termination
Section 7.1 Optional Repurchase..........................................40
Section 7.2 Series Termination...........................................40
ARTICLE VIII
Final Distributions
Section 8.1 Sale of Receivables or Certificateholders' Interest
Pursuant to Section 2.06 or 10.01 of the Agreement...........41
Section 8.2 Distribution of Proceeds of Sale, Disposition or
Liquidation of the Receivables Pursuant to Section
9.02 of the Agreement........................................42
Section 8.3 Instructions Pursuant to Section 9.02(a) of the
Agreement....................................................43
ARTICLE IX
Certificates
Section 9.1 Book-Entry Certificates......................................44
Section 9.2 Uncertificated Securities....................................44
ARTICLE X
Miscellaneous Provisions
Section 10.1 Ratification of Agreement....................................44
Section 10.2 Counterparts.................................................44
Section 10.3 Governing Law................................................44
Section 10.4 Notices......................................................44
Section 10.5 Amendments...................................................44
Section 10.6 Seller's Direction to the Trustee............................45
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SERIES 1999-A SUPPLEMENT, dated as of March 23, 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.
In addition, certain terms of the Class C Interests and certain related matters
shall be specified in the Class C Supplemental Agreement, which is a supplement
to this Supplement.
ARTICLE I
Creation of the Series 1999-A 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-A." The Series of Investor Certificates
created hereby shall be issued in three Classes. The first Class shall be known
as the "Class A Floating Rate Asset Backed Certificates, Series 1999-A," the
second Class shall be known as the "Class B Floating Rate Asset Backed
Certificates, Series 1999-A" and the third Class shall be known as the "Class C
Floating Rate Asset Backed Interests, Series 1999-A." Except as expressly
provided herein, the Class C Interests shall be deemed to be "Investor
Certificates" for all purposes under the Agreement and this Supplement. The
Class C Interests shall be in uncertificated form. Solely for the purposes of
Section 9.02(a) of the Agreement, the holders of interests in the Cash
Collateral Account shall be deemed to be a separate Class. Notwithstanding
anything to the contrary in the Agreement, (i) none of the Class B
Certificateholders or the Class C Interest Holders shall be considered a Series
Enhancer for Series 1999-A, (ii) the Cash Collateral Depositor shall be
considered a Series Enhancer for Series 1999-A only if such Person is not the
Seller, Servicer or an Affiliate thereof and (iii) the Spread Account Residual
Interest Holder shall be considered a Series Enhancer only if such Person is not
the Seller, the Servicer or an Affiliate thereof.
(b) Series 1999-A shall be included in Group One. Series 1999-A
shall be a Principal Sharing Series with respect to Group One only. Series
1999-A shall not be subordinated to any other Series. Notwithstanding any
provision in the Agreement or in this
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Supplement to the contrary, the first Distribution Date with respect to Series
1999-A shall be the May 1999 Distribution Date, and references herein to the
Monthly Period relating to the May 1999 Distribution Date shall mean the period
from the Closing Date through the end of April 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.
(d) The Class C Interest Holders, as holder of an "Investor
Certificate" under the Agreement, shall be entitled to the benefits of the
Agreement and this Supplement (including the Class C Supplemental Agreement).
Notwithstanding the foregoing, except as expressly provided herein, 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 Class C
Interests.
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 May 31,
2001.
"Accumulation Period" shall mean, unless a Pay Out Event with
respect to Series 1999-A shall have occurred prior thereto, the period
commencing on the Accumulation Date or such later date as is determined in
accordance with Section 4.14 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-A Holders of the Investor Amount or (c) the Series Termination Date.
"Accumulation Period Length" shall have the meaning specified in
Section 4.14.
"Additional Interest" shall mean, at any time of determination, the
Class A Additional Interest, the Class B Additional Interest and the Class C
Additional Interest.
"Available Cash Collateral Amount" shall mean, with respect to any
Distribution Date, the lesser of (a) the amount on deposit in the Cash
Collateral Account on such date (before giving effect to any deposit to, or
withdrawal from, the Cash Collateral Account to be made with respect to such
date) and (b) the lesser of the Required Cash Collateral Amount and the Invested
Amount as of such date.
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"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) and 4.5(b)(i) and (ii) and
Section 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-A 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)
(including any amounts allocated with respect thereto pursuant to Section
4.7(a)) and Sections 4.7(b), (d), (e), (h) and (i) hereof are to be treated as
Available Investor Principal Collections with respect to the related
Distribution Date, plus (d) the proceeds of any draw on the Spread Account in
respect of the Class C Investor Default Amount (which proceeds will only be used
to make principal payments on the Class C Interests).
"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
Class C 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.
"Book-Entry Register" shall mean the register maintained pursuant to
the Class C Supplemental Agreement providing for the registration of the Class C
Interests and transfers thereof.
"Cash Collateral Account" shall have the meaning specified in
Section 4.12(a).
"Cash Collateral Account Investments" shall mean Eligible
Investments.
"Cash Collateral Depositor" shall mean Fleet Bank (RI), National
Association and its successors and assigns.
"Cash Collateral Surplus" shall mean, as of any date of
determination, the excess, if any, of (a) the amount on deposit in the Cash
Collateral Account over (b) the Required Cash
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Collateral Amount. Any Cash Collateral Surplus shall be applied in accordance
with the Class C Supplemental Agreement.
"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-A (including
any amounts that are to be treated as Collections of Finance Charge Receivables
in accordance with the Agreement), (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 4.15, 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 .11% 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 March
2002 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 $498,000,000.
"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
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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 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-A (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.
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"Class B Certificate Rate Spread" shall mean .33% 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 March
2002 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 aggregate amount of Class B Investor
Charge-Offs for all prior Distribution Dates, 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 Class C 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.
"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.
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"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 Payment 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.
"Class C Additional Interest" shall have the meaning specified in
Section 4.2(c).
"Class C Available Funds" shall mean, with respect to any Monthly
Period, an amount equal to the Class C Floating Percentage of the Collections of
Finance Charge Receivables allocated to Series 1999-A (including any amounts
that are to be treated as Collections of Finance Charge Receivables in
accordance with the Agreement).
"Class C 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 Class C 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 C Floating
Percentage shall mean the percentage equivalent of a fraction, the numerator of
which is the Class C Initial Invested Amount and the denominator of which is the
Initial Invested Amount.
"Class C Initial Invested Amount" shall mean $57,000,000.
"Class C Interests" shall mean fractional undivided interests in the
Trust which shall consist of the right to receive, to the extent necessary to
make the required payments to the
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Class C Interest Holders under this Supplement and under the Class C
Supplemental Agreement, 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, funds on
deposit in the Cash Collateral Account and funds on deposit in the Spread
Account available pursuant to the Class C Supplemental Agreement.
"Class C Interest Holder" shall mean the Person in whose name a
Class C Interest is registered in the Book-Entry Register.
"Class C Interest Rate" shall mean the rate designated as such in
the Class C Supplemental Agreement, such rate not to exceed LIBOR for a period
of the Designated Maturity plus 2.0% per annum.
"Class C Interest Shortfall" shall have the meaning specified in
subsection 4.2(c).
"Class C Invested Amount" shall mean, on any date of determination,
an amount equal to (a) the Class C Initial Invested Amount, minus (b) the
aggregate amount of principal payments made to the Class C Interest Holders on
or prior to such date (other than principal payments made to the Class C
Interest Holders from amounts withdrawn from the Spread Account for the purpose
of reimbursing previous reductions in the Class C Invested Amount) minus (c) an
amount equal to the amount by which the Class C Invested Amount has been reduced
on all prior Distribution Dates pursuant to Section 4.6, and plus (d) the
aggregate amount of Excess Finance Charges and Excess Spread allocated and
available on all prior Distribution Dates pursuant to Section 4.7(i) for the
purpose of reimbursing amounts deducted pursuant to the foregoing clause (c);
provided, however, that the Class C Invested Amount may not be reduced below
zero.
"Class C 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 C Floating Percentage
for such Monthly Period.
"Class C Monthly Interest" shall have the meaning specified in
Section 4.2(c).
"Class C Monthly Principal" shall have the meaning specified in
Section 4.3(c).
"Class C Penalty Rate" shall mean the sum of the Class C Interest
Rate and 2% per annum.
"Class C Principal Commencement Date" shall mean (x) for the
Accumulation Period, the first Distribution Date following the Distribution Date
on which the Class B Investor Amount is paid in full and (y) for the Rapid
Amortization Period, the first Distribution Date on which the Class B Investor
Amount is paid in full.
"Class C 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 C 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
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percentage shall never exceed 100%) of a fraction, the numerator of which is the
Class C 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 C Principal
Percentage shall mean the percentage equivalent of a fraction, the numerator of
which is the Class C Initial Invested Amount and the denominator of which is the
Initial Invested Amount.
"Class C Servicing Fee" shall have the meaning specified in Section
3.1.
"Class C Supplemental Agreement" shall mean the Class C Supplemental
Agreement dated as of March 23, 1999 by and among the Seller, the Servicer and
the Trustee, as amended and supplemented from time to time.
"Closing Date" shall mean March 23, 1999.
"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 plus the Class B Initial Invested Amount divided by 9; provided,
however, that, if the Accumulation Period is modified pursuant to Section 4.14,
(i) the Controlled Accumulation Amount for each Distribution Date with respect
to the Accumulation Period shall mean the amount determined in accordance with
Section 4.14 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 sum of the Class A Initial Invested Amount and the Class B 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 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.
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"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.
"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 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-B,
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 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 Class C Initial
Invested Amount.
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"Initial Servicing Fee" shall have the meaning specified in
Section 3.1.
"Interchange" shall mean, with respect to Series 1999-A 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-A 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 Class C Invested Amount
as of such date.
"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 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 March 19, 1999 with respect to
the period from the Closing Date through May 16, 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 May
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 Class C 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 Section 4.15, are
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required to be 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).
"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 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-A 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
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<PAGE> 16
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.
"Principal Funding Account" shall have the meaning set forth in
subsection 4.13(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 4.13(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-A 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-A 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-A 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 Class C Interest Holders of the Class C 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
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<PAGE> 17
Monthly Period and (c) the sum of the Class B Principal Percentage and the Class
C 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 Allocation
Percentage with respect to such Monthly Period. Reallocated Principal
Collections allocable to the Class C Interests 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 C Principal Allocation Percentage with respect to such
Monthly Period. In no event will the Collections of Principal Receivables
allocable to the Class C Interests on any Distribution Date exceed the Class C
Invested Amount on such Distribution Date and in no event will the Collections
of Principal Receivables allocable to the Class B Interests 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 Distribution Date and any
Monthly Interest previously due but not distributed to the Series 1999-A 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-A 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 Cash Collateral Amount" shall mean, with respect to any
Distribution Date, the greater of (i) the product of (a) the Invested Amount as
of such Distribution Date after taking into account distributions made on such
date, and (b) 1.5% and (ii) $6,000,000; provided, however, that (i) if there are
any withdrawals from the Cash Collateral Account pursuant to Section 4.12(c), or
a Pay Out Event occurs with respect to Series 1999-A, then the Required Cash
Collateral Amount for any Distribution Date shall equal the Required Cash
Collateral Amount on the Distribution Date immediately preceding such withdrawal
or Pay Out Event, (ii) in no event shall the Required Cash Collateral Amount
exceed the Invested Amount on any such date and (iii) the Required Cash
Collateral Amount may be reduced without the consent of the Series 1999-A
Certificateholders or the Class C Interest Holders, if (q) the Seller shall have
received written notice from each Rating Agency that such reduction will not
result in the reduction or withdrawal of the then current rating of the Series
1999-A Certificates or the Class C Interests and (r) the Seller 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 reduction will not cause a Pay Out Event or an event
that, after the giving of notice or the lapse of time, would constitute a Pay
Out Event, to occur with respect to Series 1999-A.
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"Required Draw Amount" shall have the meaning specified in
Section 4.12(c).
"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) .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-A 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-A.
"Reserve Account" shall have the meaning specified in Section
4.15(a).
"Reserve Account Funding Date" shall mean the Distribution Date with
respect to the 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
4.15(c).
"Revolving Period" shall mean the period beginning on the Closing
Date and ending on the earlier of (a) the close of business on the day preceding
the commencement of the 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.
"Series 1999-A" shall mean the Series of Investor Certificates, the
terms of which are specified in this Supplement (and, for the Class C Interests,
in the Class C Supplemental Agreement), and shall include the Class A
Certificates, the Class B Certificates and the Class C Interests.
"Series 1999-A Certificateholder" shall mean a Class A
Certificateholder or a Class B Certificateholder.
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<PAGE> 19
"Series 1999-A Certificate" shall mean a Class A Certificate or a
Class B Certificate.
"Series 1999-A Holder" shall mean a Class A Certificateholder, a
Class B Certificateholder or a Class C Interest Holder.
"Series 1999-A Pay Out Event" shall have the meaning specified in
Section 6.1.
"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
September 2004 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.
"Spread Account" shall mean the spread account established for the
benefit of the Class C Interest Holders and the Spread Account Residual Interest
Holder pursuant to the Class C Supplemental Agreement.
"Spread Account Residual Interest Holder" shall have the meaning
specified in the Class C Supplemental Agreement.
"Subordinate Principal Collections" shall have the meaning
specified in Section 4.1(a)(ii).
"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).
(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-A, 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 & Poor's, but not by
Fitch and provided, further that with respect to the Class C Interests,
references to "Rating Agencies" shall mean only Standard & Poor's. 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.
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<PAGE> 20
(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-A
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 May 1999 Distribution Date, the Monthly Servicing Fee (the "Initial
Servicing Fee") shall be $500,000.
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 May 1999 Distribution Date, the
Class A Servicing Fee shall be $415,000. 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 May 1999
Distribution Date, the Class B Servicing Fee shall be $37,500. The share of the
Monthly Servicing Fee allocable to the Class C Interest Holders with respect to
any Distribution Date (the "Class C Servicing Fee"), shall be equal to
one-twelfth of the product of (a) the Class C Floating Percentage, (b) the
Servicing Fee Rate and (c) the Servicing Base Amount; provided, however, that
with respect to the May 1999 Distribution Date, the Class C Servicing Fee shall
be $47,500. In no event shall the Trust, the Trustee, or the Series 1999-A
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), 4.8(a) or 4.12(c); the Class B Servicing Fee shall be
payable solely to the extent amounts are available for distribution in respect
thereof pursuant to
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<PAGE> 21
Section 4.5(b)(ii), 4.7(c), 4.8(b) or 4.12(c); and the Class C Servicing Fee
shall be payable solely to the extent amounts are available for distribution in
respect thereof pursuant to Section 4.5(c)(i), 4.7(g) or 4.12(c).
ARTICLE IV
Rights of Series 1999-A Certificateholders and Class C 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-A
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-A 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-A 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 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
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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; provided further,
however, that if and for so long as the Available Cash Collateral
Amount is less than the Required Cash Collateral Amount during a
Monthly Period, an amount equal to the sum of (x) the Class C
Principal Percentage of the product of the Principal Allocation
Percentage and the aggregate amount of Collections of Principal
Receivables and (y) the Class B Principal Percentage of the product
of the Principal Allocation Percentage and the aggregate amount of
Collections of Principal Receivables ("Subordinate Principal
Collections") on each Date of Processing with respect to such
Monthly Period shall be deposited and retained in the Collection
Account during such Monthly Period.
(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-A 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-A 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, during the Accumulation
Period, the sum of such Percentage Allocations with respect to the
same Monthly Period exceeds the Controlled Deposit Amount for the
related Distribution Date or for any Monthly Period related to any
Distribution Date falling on or after the Class C Principal
Commencement Date, the sum of such Percentage Allocations exceeds
the Class C Invested Amount, 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; provided
further, however, that if and for so long as the Available
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Cash Collateral Amount is less than the Required Cash Collateral
Amount during a Monthly Period, Subordinate Principal Collections on
each Date of Processing with respect to such Monthly Period shall be
deposited and retained in the Collection Account during such Monthly
Period.
(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-A 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-A 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 Investor Amount
has been deposited into the Collection Account and allocated to the
Series 1999-A 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.
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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 May 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 to but excluding May 17, 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 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 (after giving effect to any withdrawal from
the Cash Collateral Account with respect to 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 May 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 to but excluding May 17, 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 (after giving effect to any withdrawal from
the Cash Collateral Account with respect to 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
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<PAGE> 25
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 preceding Distribution Date 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 ("Class C Monthly Interest")
distributable from the Collection Account with respect to the Class C Interests
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 C
Interest Rate and (ii) the outstanding principal amount of the Class C Interests
as of the close of business on the preceding Record Date; provided, however,
with respect to the May 1999 Distribution Date, Class C Monthly Interest shall
be equal to the interest accrued on the Class C Initial Invested Amount at the
applicable Class C Interest Rate for the period from the Closing Date to but
excluding May 17, 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 C Interest Shortfall"),
of (x) the Class C Monthly Interest for such Distribution Date over (y) the
aggregate amount of funds allocated and available to pay such Class C Monthly
Interest on such Distribution Date (including any withdrawal from the Cash
Collateral Account and the proceeds of any draw made on the Spread Account as
provided in the Class C Supplemental Agreement). If the Class C Interest
Shortfall with respect to any Distribution Date is greater than zero, on each
subsequent Distribution Date until such Class C Interest Shortfall is fully
paid, an additional amount ("Class C Additional Interest") equal to one-twelfth
of the product of (i) the Class C Penalty Rate and (ii) such Class C Interest
Shortfall (or the portion thereof which has not been paid to the Class C
Interest Holders) shall be payable as provided herein with respect to the Class
C Interests. Notwithstanding anything to the contrary herein, Class C Additional
Interest shall be payable or distributed to the Class C Interest Holders 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
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Distribution Date, beginning with the Class B Principal Commencement Date, 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 ("Class C Monthly Principal")
distributable from the Collection Account with respect to the Class C Interests
on each Distribution Date, beginning with the Class C Principal Commencement
Date, 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 and to Class B Monthly
Principal on such Distribution Date) and (y) the Class C 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 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-A 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-A with respect to the related Monthly
Period, all or a portion of the Available Cash Collateral Amount with respect to
such Distribution Date in an amount equal to such excess shall be applied to
fund the Class A Required Amount. In the event that the Class A Required Amount
for such Distribution Date exceeds the amount of Excess Spread, the Excess
Finance Charges allocated to Series 1999-A with respect to the related Monthly
Period and the Available Cash Collateral Amount with respect to such
Distribution Date, all or a portion of the Reallocated Principal Collections
with respect to such 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
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(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-A (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 amount of Excess Spread and Excess Finance Charges allocable to Series
1999-A with respect to such Monthly Period and available to fund the Class B
Required Amount as provided in the preceding sentence, all or a portion of the
Available Cash Collateral Amount (other than that portion of the Available Cash
Collateral Amount applied to fund the Class A Required Amount with respect to
such Distribution Date) in an amount equal to such excess shall be applied to
fund the Class B Required Amount. In the event that the Class B Required Amount
for such Distribution Date exceeds the portion of Excess Spread and Excess
Finance Charges allocated to Series 1999-A with respect to the related Monthly
Period and available to fund the Class B Required Amount as provided in the
preceding sentence, and the portion of the Available Cash Collateral Amount with
respect to such Distribution Date withdrawn from the Cash Collateral Account to
fund the Class B Required Amount, all or a portion of the Reallocated Principal
Collections allocable to the Class C 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, Class C 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, Class C 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 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;
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(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 Class C
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 Class C Servicing Fee for such Distribution
Date, plus the amount of any Class C 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 to other Series in Group One.
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(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 Section 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, for each Distribution Date beginning on
the Class C Principal Commencement Date, an amount equal to Class C
Monthly Principal for such Distribution Date, up to the Class C
Invested Amount for such Distribution Date, plus the proceeds of any
draw on the Class C Spread Account for the purpose of reimbursing
previous reductions in the Class C Invested Amount as provided in
the Class C Supplemental Agreement, shall be distributed to the
Paying Agent for payment to the Class C Interest Holders in
accordance with Section 5.1(f); 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 Default 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, (y) the amount of Excess Spread and the
Excess Finance Charges allocable to Series 1999-A with respect to such
Distribution Date and (z) the Available Cash Collateral Amount with respect to
such Distribution Date, the Class C 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, Excess Spread and Excess Finance Charges and
the amount withdrawn from the Cash Collateral Account used to fund the Class A
Investor Default Amount for such Distribution Date. In the event that such
reduction would cause the Class C Invested Amount to be a negative number, the
Class C Invested Amount shall
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be reduced to zero and the Class B Invested Amount shall be reduced by the
amount by which the Class C 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 Class C Invested Amount with respect to such Distribution Date and the
amount of Reallocated Principal Collections, Excess Spread and Excess Finance
Charges and the amount withdrawn from the Cash Collateral Account 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 Class C Invested
Amount and the Class B Invested Amount for such Distribution Date and the amount
of Reallocated Principal Collections, Excess Spread and Excess Finance Charges
and the amount withdrawn from the Cash Collateral Account 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-A 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, (y) the portion, if any, of the Available Cash
Collateral Amount to be withdrawn from the Cash Collateral Account pursuant to
Section 4.12(c) which is remaining after applying such amounts to fund any
deficiency of amounts payable pursuant to Section 4.7(a) with respect to such
Distribution Date and (z) the amount of Reallocated Principal Collections which
are available to fund the Class B Required Amount on such Distribution Date
pursuant to Section 4.8(b), then the Class C 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, Excess Spread and Excess Finance Charges and
the amount withdrawn from the Cash Collateral Account used to fund the Class B
Investor Default Amount for such Distribution Date. In the event that such
reduction would cause the Class C Invested Amount to be a negative number, the
Class C Invested Amount shall be reduced to zero, and the Class B Invested
Amount shall be reduced by the amount by which the Class C 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 Class C Invested Amount with respect to
such Distribution Date and the amount of Reallocated Principal Collections,
Excess Spread and Excess Finance Charges and the amount withdrawn from the Cash
Collateral Account 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
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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
Class C Invested Amount shall be reduced by the amount of such Reallocated
Principal Collections. In the event that such reduction would cause the Class C
Invested Amount to be a negative number, the Class C Invested Amount shall be
reduced to zero, and the Class B Invested Amount shall be reduced by the amount
by which the Class C Invested Amount would have been reduced below zero.
(d) If, on any Distribution Date, the Class C Investor Default
Amount exceeds the sum of (i) the amount of Excess Spread and Excess Finance
Charges available to fund the Class C Investor Default Amount pursuant to
Section 4.7(h) on such Distribution Date, (ii) the portion, if any, of the
Available Cash Collateral Amount to be withdrawn from the Cash Collateral
Account pursuant to Section 4.12(c) that is remaining after applying such
amounts to fund any deficiency of amounts payable pursuant to Sections 4.7(a)
through (g) and (iii) funds withdrawn from the Spread Account pursuant to the
Class C Supplemental Agreement to fund the Class C Investor Default Amount, then
the Class C Invested Amount shall be reduced by the amount of such excess.
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-A 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 Class C Monthly Interest for such
Distribution Date, plus the amount of any Class C Monthly Interest previously
due but not distributed to the Class C Interest Holders on a prior Distribution
Date, plus the amount of any Class C Additional Interest for such Distribution
Date and any Class C Additional Interest previously due but not distributed to
the Class C Interest Holders on a prior Distribution Date shall be distributed
to the Paying Agent for payment to the Class C Interest Holders;
(g) an amount equal to the Class C Servicing Fee for such
Distribution Date (or if the Bank or the Trustee is no longer the Servicer, the
portion of the Class C Servicing Fee for such Distribution Date not paid
pursuant to Section 4.5(c)(i)), plus the amount of any Class C 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 Class C Investor 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 Class C
Invested Amount has been reduced pursuant to clause (c) of the definition of
"Class C 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 Cash
Collateral Amount over the remaining Available Cash Collateral Amount (without
giving effect to any deposit made on such date hereunder) shall be deposited
into the Cash Collateral Account;
(k) an amount 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;
(l) amounts required to be deposited in the Spread Account pursuant
to the Class C Supplemental Agreement shall be deposited into the Spread
Account;
(m) if applicable, an amount equal to the aggregate of any amounts
then due to the Cash Collateral Depositor pursuant to an agreement, as amended
from time to time, among the Seller, the Servicer, the Cash Collateral Depositor
and the Trustee (to the extent such amounts are payable out of Excess Spread)
will be distributed to the Cash Collateral Depositor for application in
accordance with such agreement; and
(n) the balance, if any, shall constitute a portion of "Excess
Finance Charges" available for allocation to other Series in Group One or to the
Holders of the Seller Certificates for such Distribution Date as described in
Section 4.9.
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
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Collections (applying all such Collections with respect to the Class C 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
sum of (x) the amount of Excess Spread and Excess Finance Charges allocated to
Series 1999-A with respect to the related Monthly Period and (y) the Available
Cash Collateral Amount with the 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 excess, if any, of (i) the Class B
Required Amount, if any, with respect to such Distribution Date over (ii) the
sum of (x) the amount of Excess Spread and Excess Finance Charges allocated and
available to the Class B Certificates pursuant to Sections 4.7(c) and (d) on
such Distribution Date and (y) the amount withdrawn from the Cash Collateral
Account pursuant to Section 4.12(c) which is remaining after application
pursuant to Section 4.7(a) 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) 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 Sections 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 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 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 (x) the aggregate amount for all Series
in Group One that the related Supplements specify are Finance Charge Shortfalls
(as defined in the related Supplements) for such Distribution Date. Excess
Finance Charges for any Distribution Date will be allocated to Series 1999-A 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-A for such Distribution Date and
the denominator of which is the aggregate amount of Finance Charge Shortfalls
(as defined in the related Supplements) for all the Series in Group One for such
Distribution Date. The "Finance Charge Shortfall" for Series 1999-A 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 (k) on such Distribution Date over (b) the sum of the
Class A Available Funds, Class B Available Funds and Class C 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
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1999-A 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-A 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-A shall be equal to (a) for any
Distribution Date with respect to the Revolving Period and the Rapid
Amortization Period, zero, (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 with respect to the
Accumulation Period on or after the Class C Principal Commencement 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.
(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.
(d) The Class A Certificate Rate or Class B Certificate Rate
applicable to the then current and the immediately preceding Interest Periods
may be obtained by any Series 1999-A Certificateholder by telephoning the
Trustee at its Corporate Trust Office at (800) 735-7777.
Section 4.12 Cash Collateral 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-A Holders
and the Cash Collateral Depositor, as their interests appear herein, an Eligible
Deposit Account (the "Cash Collateral Account") bearing a designation clearly
indicating that the funds deposited therein are held for
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the benefit of the Series 1999-A Holders and the Cash Collateral Depositor. The
Cash Collateral Account shall initially be established with the Trustee. The
Trustee shall possess all right, title and interest in all funds on deposit from
time to time in the Cash Collateral Account and in all proceeds thereof. The
Cash Collateral Account shall be under the sole dominion and control of the
Trustee for the benefit of the Series 1999-A Holders and the Cash Collateral
Depositor. The interest of the Cash Collateral Depositor in the Cash Collateral
Account shall be subordinated to the interests of the Series 1999-A Holders as
provided herein, and in the Class C Supplemental Agreement. If, at any time, the
Cash Collateral 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 Cash Collateral Account meeting the conditions
specified above as an Eligible Deposit Account, and shall transfer any cash
and/or any investments to such new Cash Collateral Account. The Trustee, at the
written direction of the Servicer, shall make deposits to and withdrawals from
the Cash Collateral Account in the amounts and at the times set forth in this
Supplement. All withdrawals from the Cash Collateral Account shall be made in
the priority set forth below. The Cash Collateral Depositor shall not be
entitled to reimbursement from the Trust Assets for any withdrawals from the
Cash Collateral Account except as specifically provided in this Supplement and
the Class C Supplemental Agreement and, if applicable, the agreement referred to
in Section 4.7(m).
(b) On the Closing Date, the Trustee shall deposit $9,000,000
received by it in immediately available funds from the Cash Collateral Depositor
into the Cash Collateral Account. Funds on deposit in the Cash Collateral
Account shall be invested at the written direction of the Servicer by the
Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash
Collateral Account on any Transfer Date, after giving effect to any withdrawals
from the Cash Collateral 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 following Transfer 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-A Holders may be adversely
affected if such Eligible Investment is held to its maturity. The proceeds of
any such investments shall be invested in such investments that will mature so
that such funds will be available for withdrawal on or prior to the Transfer
Date immediately following the date of such investment. The Trustee shall
maintain for the benefit of the Series 1999-A Holders and the Cash Collateral
Depositor possession of the negotiable instruments or securities, if any,
evidencing the Cash Collateral Account Investments. On each Transfer Date, all
interest and earnings (net of losses and investment expenses) accrued since the
preceding Transfer Date on funds on deposit in the Cash Collateral Account shall
be paid to the Cash Collateral Depositor. For purposes of determining the
availability of funds or the balances in the Cash Collateral Account for any
reason under this Supplement, all investment earnings on such funds shall be
deemed not to be available or on deposit.
(c) On each Determination Date, the Servicer shall calculate the
amount (the "Required Draw Amount") by which the amounts specified in clauses
(a) through (h) of Section 4.7 with respect to the related Distribution Date
exceed the amount of Excess Spread and Excess Finance Charges allocated to
Series 1999-A with respect to the related Monthly Period. In the
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event that for any Distribution Date the Required Draw Amount is greater than
zero, the Servicer shall give written notice to the Trustee and the Cash
Collateral Depositor of such positive Required Draw Amount on the related
Determination Date. On the related Transfer Date, the Required Draw Amount, if
any, up to the Available Cash Collateral Amount, shall be withdrawn from the
Cash Collateral Account and distributed to fund any deficiency pursuant to
Section 4.7(a) through (h) (in the order of priority set forth in Section 4.7).
(d) In the event that the Cash Collateral Surplus on any
Distribution Date, after giving effect to all deposits to and withdrawals from
the Cash Collateral Account with respect to such Distribution Date, is greater
than zero, the Trustee, acting in accordance with the written instructions of
the Servicer, shall withdraw from the Cash Collateral Account, and apply in
accordance with the Class C Supplemental Agreement, an amount equal to such Cash
Collateral Surplus.
Section 4.13 Principal Funding Account.
(a)(i) The Servicer, for the benefit of the Series 1999-A
Certificateholders, 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-A 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-A 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-A 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, 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
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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-A 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-A Certificateholders.
Section 4.14 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 and each
Rating Agency, 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 lowest
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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 4.14 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 4.15 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-A 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-A 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-A 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(k).
(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-A 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-A 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-A.
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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 C 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(k) 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 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 pay to the Holders of the
Seller Certificates 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-A 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-A Certificateholders which are payable from the Reserve Account
as provided herein, shall withdraw from the Reserve Account and pay to the
Holders of the Seller Certificates 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-A 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 Distribution Date, the Paying Agent shall distribute to
each Class C Interest Holder of record on the related Record Date such Class C
Interest Holder's pro rata share of the amounts that are allocated and available
on such Distribution Date to pay interest on the Class C Interests pursuant to
this Supplement and the Class C Supplemental Agreement (including amounts
available from any draw on the Spread Account for the purpose of paying such
interest).
(f) On each Distribution Date, commencing with the Class C Principal
Commencement Date, the Paying Agent shall distribute to each Class C Interest
Holder of record on the related Record Date such Class C Interest Holder's pro
rata share of the amounts, if any, that are allocated and available on such date
to pay principal of the Class C Interests pursuant to this Supplement and the
Class C Supplemental Agreement (including amounts available from any draw on the
Spread Account for the purpose of paying such principal) up to a maximum amount
on any such date equal to the Class C Invested 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).
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(g) 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.
(h) Except as provided in Section 12.02 of the Agreement with
respect to a final distribution in respect of the Class A Certificates or the
Class B Certificates, distributions to Series 1999-A Holders hereunder shall be
made by check mailed to each Series 1999-A Holder at such Series 1999-A Holder's
address appearing in the Certificate Register or the Book-Entry Register, as
applicable, without presentation or surrender of any Series 1999-A Certificate
or the making of any notation thereon; provided, however, that with respect to
Series 1999-A Certificates registered in the name of a Clearing Agency, such
distributions shall be made to such Clearing Agency by wire transfer of
immediately available funds; provided further, that with respect to the Class C
Interests, such distributions shall be made by wire transfer of immediately
available funds in accordance with wire instructions provided in writing to the
Paying Agent by the record holder of such Class C Interests at least five days
prior to the date on which the applicable payment is to be made.
Section 5.2 Certificates and Statements.
(a) Not later than each Determination Date, the Servicer shall
deliver to the Trustee, the Paying Agent and each Rating Agency, 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-A Holder 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-A Holder 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-A Holder, a statement prepared by the Servicer
containing the information which is required to be contained in the statement to
Series 1999-A Holders, 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-A Holder, 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.
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ARTICLE VI
Series 1999-A Pay Out Events
Section 6.1 Series 1999-A Pay Out Events. If any one of the
following events (each, a "Series Pay Out Event") shall occur with respect to
Series 1999-A:
(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-A Holders (which determination shall
be made 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-A Holders aggregating not less than 50% of the sum of the
outstanding principal balance of the Series 1999-A Certificates and the Class C
Interests;
(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 Series 1999-A Holders aggregating not less than 50% of the sum of the
outstanding principal balance of the Series 1999-A Certificates and the Class C
Interests and (B) as a result of which the interests of the Series 1999-A
Holders are materially and adversely affected (which determination shall be made
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;
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(e) any Servicer Default shall occur which would have a material
adverse effect on the Series 1999-A Holders (which determination shall be made
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;
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 Class C Interest
Holders) of Series 1999-A evidencing more than 50% of the aggregate unpaid
principal amount of such Investor Certificates (including the Class C Interests)
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 Class C
Interest Holders) of Series 1999-A) may declare that a Pay Out Event has
occurred with respect to Series 1999-A 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-A without any notice or other action on
the part of the Trustee or Holders of Investor Certificates (including the Class
C Interest Holders) of Series 1999-A 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-A 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 July 2004 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 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.
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(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-A 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 July 2004 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.
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-A 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 7.01 or 7.02 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-A 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) (x) the Class C Invested Amount on such
Distribution Date will be distributed to the Paying Agent for payment to the
Class C Interest Holders and (y) an amount equal to the sum of (A) Class C
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<PAGE> 45
Monthly Interest for such Distribution Date, (B) any Class C Monthly Interest
previously due but not distributed to the Class C Interest Holders on a prior
Distribution Date and (C) the amount of Class C Additional Interest, if any, for
such Distribution Date and any Class C Additional Interest previously due but
not distributed to the Class C Interest Holders on any prior Distribution Date
will be distributed to the Paying Agent for payment to the Class C Interest
Holders.
(c) Distributions Pursuant to Section 2.06 of the Agreement. With
respect to any amounts deposited into the Collection Account pursuant to Section
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 Series 1999-A Holders into the Collection Account.
(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-A Holders shall be deemed distributed in
full to the Series 1999-A Holders 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) deduct an amount equal to the Class C Invested Amount, if any, 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 C Interest Holders, provided that the amount of
such distribution shall not exceed (x) the product of (1) the portion of the
Insolvency Proceeds allocated to Collections of Principal Receivables and (2)
the Principal Allocation Percentage with respect to such Monthly Period minus
(y) the amounts distributed to the Paying Agent pursuant to clauses (i) and (ii)
of this sentence. To the extent that the product of (A) the portion of the
Insolvency Proceeds allocated to Collections of Principal Receivables and (B)
the
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<PAGE> 46
Principal Allocation Percentage with respect to the related Monthly Period
exceeds the aggregate amounts distributed to the Paying Agent pursuant to the
preceding sentence, the excess shall be allocated to the Sellers' Interest and
shall be released to the Holders of the Seller Certificates on such Distribution
Date.
(b) Not later than 12:00 noon, New York City time, on such
Distribution Date, the Trustee shall (in the following priority and, in each
case, after giving effect to any deposits and distributions otherwise to be made
on such Distribution Date) (i) deduct an amount equal to the sum of (w) Class A
Monthly Interest for such Distribution Date, (x) any Class A Monthly Interest
previously due but not distributed to the Class A Certificateholders on a prior
Distribution Date and (y) the amount of Class A Additional Interest, if any, for
such Distribution Date and any 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, (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 respect to the related Monthly
Period and (z) the Class B Floating Percentage with respect to such Monthly
Period and (iii) deduct an amount equal to the sum of (w) Class C Monthly
Interest for such Distribution Date, (x) Class C Monthly Interest previously due
but not distributed to the Class C Interest Holders and (y) the amount of Class
C Additional Interest, if any, for such Distribution Date and any Class C
Additional Interest previously due but not distributed to the Class C Interest
Holders 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 C Interest Holders, 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 C 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 released to the Holders of the
Seller Certificates.
(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-A Holders shall be distributed in full to
the Series 1999-A Holders on the date on
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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-A evidencing more
than 50% of the Investor Amount of each Class (including the Class C Interests)
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 Class C Interests 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.
Section 9.2 Uncertificated Securities. The Class C Interests shall
be delivered in uncertificated form as provided in the Class C Supplemental
Agreement.
ARTICLE X
Miscellaneous Provisions
Section 10.1 Ratification of Agreement. As supplemented by this
Supplement and the Class C Supplemental Agreement, the Agreement is in all
respects ratified and confirmed and the Agreement as so supplemented by this
Supplement and the Class C Supplemental Agreement shall be read, taken and
construed as one and the same instrument.
Section 10.2 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 10.3 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 10.4 Notices. All directions, notices and instructions to
the Trustee shall be in writing (which may be facsimile).
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Section 10.5 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 hereby 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-A Certificates or the Class C Interests.
The Seller shall provide the Rating Agencies with prior written notice of any
such amendment or modification.
Section 10.6 Seller's Direction to the Trustee. The Seller hereby
directs the Trustee to enter into the Class C Supplemental Agreement pursuant to
this Series Supplement and the Agreement. The Trustee hereby agrees and
covenants to perform its obligations in accordance with any such documents.
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<PAGE> 49
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-A Supplement]
<PAGE> 50
EXHIBIT A-1
TO SUPPLEMENT
REGISTERED
FLEET CREDIT CARD MASTER TRUST II
CLASS A FLOATING RATE ASSET-BACKED CERTIFICATE,
SERIES 1999-A
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, and as further
amended by Amendment Number 3, dated as of February 20, 1998, 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
<PAGE> 51
such capacity, the "Servicer"), and Bankers Trust Company, as trustee (the
"Trustee"), as supplemented by the Series 1999-A Supplement, dated as of March
23, 1999, by and between the Bank, as Seller and Servicer, and the Trustee. The
Amended and Restated Pooling and Servicing Agreement, the Series 1999-A
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.
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.
- ----------
* VISA and MasterCard are registered trademarks of VISA USA, Inc., and
MasterCard International Incorporated, respectively.
A-1-48
<PAGE> 52
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-A 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 March 2002 Distribution Date
but may be paid earlier. Subject to prior termination as provided in the
Agreement, the interest of the Series 1999-A Certificateholders in the Trust
will terminate following the earliest of (i) the date on which the Investor
Amount is paid in full, (ii) the September 2004 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-A"
(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 Class C Interests Holders, 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-A Certificates
and Class C Interests 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 Class C Invested Amount.
The Class A Initial Invested Amount is $498,000,000. The Class A Invested Amount
for any date of determination will be 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 prior to such date, minus (d) the Principal Funding Account Balance
(but not in excess of the Class A Investor Amount) on such date.
A-1-49
<PAGE> 53
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
May 17, 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 0.11% per annum above LIBOR determined as set forth below (the
"Class A Certificate Rate").
The Trustee will determine LIBOR on March 19, 1999 for the period
from the Closing Date through May 16, 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 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
A-1-50
<PAGE> 54
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, Fleet Financial Group, 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-A 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
A-1-51
<PAGE> 55
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-1-52
<PAGE> 56
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: March 23, 1999
A-1-53
<PAGE> 57
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-1-54
<PAGE> 58
EXHIBIT A-2
TO SUPPLEMENT
REGISTERED
FLEET CREDIT CARD MASTER TRUST II
CLASS B FLOATING RATE ASSET-BACKED CERTIFICATE,
SERIES 1999-A
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, and as further
amended by Amendment Number 3, dated as of February 20, 1998, 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 predecessor as
<PAGE> 59
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-A Supplement, dated
as of March 23, 1999, by and between the Bank, as Seller and Servicer, and the
Trustee. The Amended and Restated Pooling and Servicing Agreement, the Series
1999-A 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.
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.
- ----------
* VISA and MasterCard are registered trademarks of VISA USA, Inc., and
MasterCard International Incorporated, respectively.
A-2-2
<PAGE> 60
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-A 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 March 2002 Distribution Date, but may be paid earlier. Subject to
prior termination as provided in the Agreement, the interest of the Series
1999-A 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 September
2004 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-A"
(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 Class C Interests Holders, 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-A Certificates
and Class C Interests 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 Class C 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 prior to such date, minus
A-2-3
<PAGE> 61
(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
May 17, 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 0.33% per annum above LIBOR determined as set forth below (the
"Class B Certificate Rate").
The Trustee will determine LIBOR on March 19, 1999 for the period
from the Closing Date through May 16, 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 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.
A-2-4
<PAGE> 62
(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.
After the Class A Investor Amount is paid in full, on each
Distribution Date with respect to the Accumulation Period, amounts equal to the
least of (a) 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), (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 until the Class B
Investor Amount is 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, Fleet Financial Group, 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
A-2-5
<PAGE> 63
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-A 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.
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.
A-2-6
<PAGE> 64
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> 65
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: March 23, 1999
A-2-8
<PAGE> 66
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> 67
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-A
------------------------------
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, and as further amended by Amendment Number 3, dated as of
February 20, 1998, 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-A Supplement, dated
as of March 23, 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> 68
I. APPLICATION OF CLASS A AVAILABLE FUNDS, CLASS B AVAILABLE FUNDS, CLASS C
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) Class C Available Funds (Section 4.5(c))
(1) If the Bank or Trustee is not the
Servicer, Class C Servicing Fee,
if any............................. $__________
(2) Overdue Class C Servicing Fee, if
any................................ $__________
(3) Excess Spread...................... $__________
D) Available Investor Principal Collections (Sections 4.5(d) and (e):
(1) Class A Monthly Principal.......... $__________
(2) Class B Monthly Principal.......... $__________
(3) Class C Monthly Principal.......... $__________
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(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) Class C Monthly Interest, Overdue
Class C Monthly Interest and Class
C Additional Interest.............. $__________
(7) Any Class C Servicing Fee and any
unpaid Class C Servicing Fee....... $__________
(8) Class C Investor Default Amount
(to be treated as Available
Investor Principal Collections) . $__________
(9) Reimbursement of prior reductions
in Class C Invested Amount (to be
treated as Available Investor
Principal Collections)............. $__________
(10) Excess of Required Cash Collateral
Amount over Available Cash
Collateral Amount.................. $__________
(11) Excess of Required Reserve Account
Amount over the amount on deposit
in Reserve Account................. $__________
(12) Amounts required to be deposited
into Spread Accounts pursuant to
Class C Supplemental Agreement..... $__________
(13) Amounts due to Cash Collateral
Depositor......................... $__________
(14) Excess Finance Charges (available
for other Series in Group One)..... $__________
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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-A...................... $__________
(2) Excess Finance Charges from other
Series in Group One allocated to
Series 1999-A...................... $__________
H) Shared Principal Collections (Section 4.10):
(1) Principal Shortfall for Series
1999-A............................. $__________
(2) Shared Principal Collections from
other Series in Group One
allocated to Series 1999-A......... $__________
II. NOTIFICATION OF WITHDRAWALS FROM THE CASH COLLATERAL ACCOUNT
Pursuant to Section 4.12 of the Supplement, the Servicer hereby instructs
the Trustee (i) to make the following withdrawals from the Cash Collateral
Account with respect to the Distribution Date and (ii) to apply the
proceeds of such withdrawals in accordance with Section 4.12 of the
Supplement.
(1) Required Draw Amount............... $__________
(2) Cash Enhancement Surplus........... $__________
IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this ____ day of __________, ____.
FLEET BANK (RI), NATIONAL ASSOCIATION,
as Servicer
By:______________________________
Servicing Officer
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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-A
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, 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-A Supplement, dated as of March 23, 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-A 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-A 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................ $__________
2. The total amount of the distribution on the
Distribution Date per $1,000 original principal
amount of the Class B Certificates................ $__________
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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-A....................... $__________
8. The aggregate amount of Collections of Principal
Receivables processed during the prior Monthly
Period and allocated in respect of Series 1999-A.. $__________
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]
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................................. $__________
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16. The Class B Investor Default Amount for the prior
Monthly Period is................................. $__________
17. The Class C Investor 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 Class C 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 Class C 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 Class C Servicing Fee for the
prior Monthly Period is........................... $__________
27. The amount of Servicer Interchange for the prior
Monthly Period.................................... $__________
28. The Class A Investor Amount after giving effect
to any payments on the Distribution Date is....... $__________
29. The Class A Invested Amount after giving effect
to any payments on the Distribution Date is....... $__________
30. The Class B Investor Amount after giving effect
to any payments on the Distribution Date is....... $__________
31. The Class B Invested Amount after giving effect
to any payments on the Distribution Date is....... $__________
32. 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 $__________
33. 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
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Distribution Date is.............................. $__________
34. The Available Cash Collateral Amount as of the
close of business on the Distribution Date is..... $__________
35. The Class C Invested Amount as of the close of
business on the Distribution Date................. $__________
36. The amount on deposit in the Cash Collateral
Account as of the close of business on the
Distribution Date is.............................. $__________
37. The amount on deposit in the Principal Funding
Account as of the close of business on the
Distribution Date is ............................. $__________
38. The amount on deposit in the Reserve Account as
of the close of business on the Distribution Date
is................................................ $__________
39. The amount by which the Net Portfolio Yield for
the prior Monthly Period exceeds the Base Rate
for such Monthly Period........................... $__________
40. The Net Portfolio Yield for the prior Monthly
Period is......................................... $__________
41. The Base Rate for the Prior Monthly Period is..... $__________
42. The amount of Interchange with respect to the
prior Monthly Period is........................... $__________
43. The Deficit Controlled Accumulation Amount (after
giving effect to any activity on the Distribution
Date)............................................. $__________
FLEET BANK (RI), NATIONAL ASSOCIATION,
as Servicer
By:______________________________
Title
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