<PAGE>
EXHIBIT 4.13
FORM OF CLASS A [ %] ASSET BACKED NOTE
UNLESS THIS NOTE 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 NOTE 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.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT
IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER OR THE SELLER, OR JOIN IN
INSTITUTING AGAINST THE ISSUER OR THE SELLER, ANY BANKRUPTCY, REORGANIZATION,
ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS UNDER
ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.
THE HOLDER OF THIS CLASS A NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH
HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS A NOTES AS
INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY,
INCOME.
Exhibit A-1 (Page 1)
<PAGE>
INITIAL OUTSTANDING PRINCIPAL BALANCE REGISTERED $______________*
No. R- ____________________ CUSIP NO._______________
SPIEGEL CREDIT CARD MASTER NOTE TRUST SERIES 2000-A
CLASS A [ %] ASSET BACKED NOTE
Spiegel Credit Card Master Note Trust (herein referred to as the "Issuer"
or the "Trust"), an Illinois common law trust governed by a Trust Agreement
dated as of ______________________, 2000, for value received, hereby promises to
pay to ______________________________, or registered assigns, subject to the
following provisions, the principal sum of __________________________________
DOLLARS, or such greater or lesser amount as determined in accordance with the
Indenture, on the Series 2000-A Final Maturity Date (which is the earlier to
occur of (a) the Distribution Date on which the Note Principal Balance is paid
in full and (b) the ___________ Distribution Date), except as otherwise provided
below or in the Indenture. The Issuer will pay interest on the unpaid principal
amount of this Note at the Class A Note Interest Rate on each Distribution Date
until the principal amount of this Note is paid in full. Interest on this Note
will accrue for each Distribution Date from and including the most recent
Distribution Date on which interest has been paid to but excluding such
Distribution Date or, for the initial Distribution Date, from and including the
Closing Date to but excluding such Distribution Date. Interest will be computed
on the basis of a 360-day year and the actual number of days elapsed. Principal
of this Note shall be paid in the manner specified on the reverse hereof.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Note.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred
to on the reverse hereof, or be valid for any purpose.
____________
* Denominations of $1,000 and integral multiples of $1,000 in excess
thereof.
Exhibit A-1 (Page 2)
<PAGE>
IN WITNESS WHEREOF, the Issuer has caused this Class A Note to be duly
executed.
SPIEGEL CREDIT CARD MASTER NOTE TRUST,
as Issuer
By: Bankers Trust Company, not in its individual
capacity but solely as Owner Trustee under
the Trust Agreement
By:______________________________________________
Name:
Title:
Dated:______________,___
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Notes described in the within-mentioned Indenture.
The Bank of New York
By:_________________________________________
Authorized Signatory
Exhibit A-1 (Page 3)
<PAGE>
SPIEGEL CREDIT CARD MASTER NOTE TRUST SERIES 2000-A
CLASS A [ %] ASSET BACKED NOTE
Summary of Terms and Conditions
This Class A Note is one of a duly authorized issue of Notes of the Issuer,
designated as Spiegel Credit Card Master Note Trust, Series 2000-A (the "SERIES
2000-A NOTES"), issued under a Master Indenture dated as of _____________, 2000
(the "MASTER INDENTURE"), between the Issuer and The Bank of New York, as
indenture trustee (the "INDENTURE TRUSTEE"), as supplemented by the Indenture
Supplement dated as of _____________, 2000 (the "INDENTURE SUPPLEMENT"), and
representing the right to receive certain payments from the Issuer. The term
"Indenture," unless the context otherwise requires, refers to the Master
Indenture as supplemented by the Indenture Supplement. The Notes are subject to
all of the terms of the Indenture. All terms used in this Note that are defined
in the Indenture shall have the meanings assigned to them in or pursuant to the
Indenture. In the event of any conflict or inconsistency between the Indenture
and this Note, the Indenture shall control.
The Class B Notes and the Class C Notes will also be issued under the
Indenture.
The Noteholder, by its acceptance of this Note, agrees that it will look
solely to the property of the Trust allocated to the payment of this Note for
payment hereunder and that the Indenture Trustee is not liable to the
Noteholders for any amount payable under the Note or the Indenture or, except as
expressly provided in the Indenture, subject to any liability under the
Indenture.
This Note does not purport to summarize the Indenture and reference is made
to the Indenture for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Indenture Trustee.
The Class A Note Initial Principal Balance is $______________. The Class A
Note Principal Balance on any date of determination will be an amount equal to
(a) the Class A Note Initial Principal Balance, minus (b) the aggregate amount
of principal payments made to the Class A Noteholders on or prior to such date.
The Expected Principal Distribution Date is the ____________ Distribution
Date, but principal with respect to the Class A Notes may be paid earlier or
later under certain circumstances described in the Indenture. If for one or
more months during the Controlled Accumulation Period there are not sufficient
funds to deposit into the Principal Funding Account the Controlled Deposit
Amount, then to the extent that excess funds are not available on subsequent
Distribution Dates with respect to the Controlled Accumulation Period to make up
for such shortfalls, the final payment of principal of the Notes will occur
later than the Expected Principal Distribution Date. Payments of principal of
the Notes shall be payable in accordance with the provisions of the Indenture.
Subject to the terms and conditions of the Indenture, the Seller may, from
time to time, direct the Owner Trustee, on behalf of the Trust, to issue one or
more new Series of Notes.
Exhibit A-1 (Page 4)
<PAGE>
On each Distribution Date, the Paying Agent shall distribute to each Class
A Noteholder of record on the related Record Date (except for the final payment
in respect of this Class A Note) such Class A Noteholder's pro rata share of the
amounts held by the Paying Agent that are allocated and available on such
Distribution Date to pay interest and principal on the Class A Notes pursuant to
the Indenture Supplement. Except as provided in the Indenture with respect to a
final payment, payments to Series 2000-A Noteholders shall be made by (i) check
mailed to each Series 2000-A Noteholder (at such Noteholder's address as it
appears in the Note Register), except that with respect to any Series 2000-A
Notes registered in the name of the nominee of a Clearing Agency, such payment
shall be made in immediately available funds and (ii) without presentation or
surrender of any Series 2000-A Note or the making of any notation thereon.
Final payment of this Class A Note will be made only upon presentation and
surrender of this Class A Note at the office or agency specified in the notice
of final payment delivered by the Indenture Trustee to the Series 2000-A
Noteholders in accordance with the Indenture.
On any day occurring on or after the date on which the outstanding
principal balance of the Series 2000-A Notes is reduced to 10% or less of the
initial outstanding principal balance of the Series 2000-A Notes, the Servicer
shall have the option to redeem the Series 2000-A Notes, 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.
THIS CLASS A NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
THE SELLER, THE ISSUER, FIRST CONSUMERS NATIONAL BANK, OR ANY AFFILIATE OF ANY
OF THEM AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
Each Noteholder, by accepting a Note, hereby covenants and agrees that it
will not at any time institute against the Issuer or the Seller, or join in
instituting against the Issuer or the Seller, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States federal or state bankruptcy or similar law.
Except as otherwise provided in the Indenture Supplement, the Class A Notes
are issuable only in minimum denominations of $1,000 and integral multiples of
$1,000. The transfer of this Class A Note shall be registered in the Note
Register upon surrender of this Class A Note 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 Indenture Trustee
or the Transfer Agent and Registrar, duly executed by the Class A Noteholder or
such Class A Noteholder's attorney, and duly authorized in writing with such
signature guaranteed, and thereupon one or more new Class A Notes in any
authorized denominations of like aggregate principal amount will be issued to
the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations therein set
forth, Class A Notes are exchangeable for new Class A Notes in any authorized
denominations and of like
Exhibit A-1 (Page 5)
<PAGE>
aggregate principal amount, upon surrender of such Notes to be exchanged at the
office or agency of the Transfer Agent and Registrar. No service charge may be
imposed for any such exchange but the Issuer or Transfer Agent and Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.
The Issuer, the Seller, the Indenture Trustee and any agent of the Issuer,
the Seller or the Indenture Trustee shall treat the person in whose name this
Class A Note is registered as the owner hereof for all purposes, and neither the
Issuer, the Seller, the Indenture Trustee nor any agent of the Issuer, the
Seller or the Indenture Trustee shall be affected by notice to the contrary.
THIS CLASS A NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF ILLINOIS, 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.
Exhibit A-1 (Page 6)
<PAGE>
ASSIGNMENT
Social Security or other identifying number of assignee _______________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _________________________________ (name and address of assignee) the within
certificate and all rights thereunder, and hereby irrevocably constitutes and
appoints _____________________ attorney, to transfer said certificate on the
books kept for registration thereof, with full power of substitution in the
premises.
Dated:_____________ _________________________________**
Signature Guaranteed:
______________
** The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
Exhibit A-1 (Page 7)
<PAGE>
FORM OF CLASS B [ %] ASSET BACKED NOTE
UNLESS THIS NOTE 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 NOTE 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.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT
IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER OR THE SELLER, OR JOIN IN
INSTITUTING AGAINST THE ISSUER OR THE SELLER, ANY BANKRUPTCY, REORGANIZATION,
ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS UNDER
ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.
THE HOLDER OF THIS CLASS B NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH
HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS B NOTES AS
INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY,
INCOME.
Exhibit A-2 (Page 1)
<PAGE>
REGISTERED $_________________*
No. R-___________ CUSIP NO._____________
SPIEGEL CREDIT CARD MASTER NOTE TRUST SERIES 2000-A
CLASS B [ %] ASSET BACKED NOTE
Spiegel Credit Card Master Note Trust (herein referred to as the "Issuer"
or the "Trust"), an Illinois common law trust governed by a Trust Agreement
dated as of ___, 2000, for value received, hereby promises to pay to
_____________________, or registered assigns, subject to the following
provisions, the principal sum of ______________ DOLLARS, or such greater or
lesser amount as determined in accordance with the Indenture, on the Series
2000-A Final Maturity Date (which is the earlier to occur of (a) the
Distribution Date on which the Note Principal Balance is paid in full and (b)
the ___________ Distribution Date), except as otherwise provided below or in the
Indenture. The Issuer will pay interest on the unpaid principal amount of this
Note at the Class B Note Interest Rate on each Distribution Date until the
principal amount of this Note is paid in full. Interest on this Note will accrue
for each Distribution Date from and including the most recent Distribution Date
on which interest has been paid to but excluding such Distribution Date or, for
the initial Distribution Date, from and including the Closing Date to but
excluding such Distribution Date. Interest will be computed on the basis of a
360-day year and the actual number of days elapsed. Principal of this Note shall
be paid in the manner specified on the reverse hereof.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Note.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred
to on the reverse hereof, or be valid for any purpose.
THIS CLASS B NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS
ON THE CLASS A NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.
____________________
* Denominations of $1,000 and integral multiples of $1,000 in excess
thereof.
Exhibit A-2 (Page 2)
<PAGE>
IN WITNESS WHEREOF, the Issuer has caused this Class B Note to be duly
executed.
SPIEGEL CREDIT CARD MASTER NOTE TRUST,
as Issuer
By: Bankers Trust Company, not in its individual
capacity but solely as Owner Trustee under
the Trust Agreement
By:______________________________________________
Name:
Title:
Dated: _____________, _____
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class B Notes described in the within-mentioned Indenture.
The Bank of New York,
as Indenture Trustee
By:___________________________
Authorized Signatory
Exhibit A-2 (Page 3)
<PAGE>
SPIEGEL CREDIT CARD MASTER NOTE TRUST SERIES 2000-
CLASS B [ %] ASSET BACKED NOTE
Summary of Terms and Conditions
This Class B Note is one of a duly authorized issue of Notes of the Issuer,
designated as Spiegel Credit Card Master Note Trust, Series 2000-A (the "SERIES
2000-A NOTES"), issued under a Master Indenture dated as of _____________, 2000
(the "MASTER INDENTURE"), between the Issuer and The Bank of New York, as
indenture trustee (the "INDENTURE TRUSTEE"), as supplemented by the Indenture
Supplement dated as of _____________, 2000 (the "INDENTURE SUPPLEMENT"), and
representing the right to receive certain payments from the Issuer. The term
"Indenture," unless the context otherwise requires, refers to the Master
Indenture as supplemented by the Indenture Supplement. The Notes are subject to
all of the terms of the Indenture. All terms used in this Note that are defined
in the Indenture shall have the meanings assigned to them in or pursuant to the
Indenture. In the event of any conflict or inconsistency between the Indenture
and this Note, the Indenture shall control.
The Class A Notes and the Class C Notes will also be issued under the
Indenture.
The Noteholder, by its acceptance of this Note, agrees that it will look
solely to the property of the Trust allocated to the payment of this Note for
payment hereunder and that the Indenture Trustee is not liable to the
Noteholders for any amount payable under the Note or the Indenture or, except as
expressly provided in the Indenture, subject to any liability under the
Indenture.
This Note does not purport to summarize the Indenture and reference is made
to the Indenture for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Indenture Trustee.
The Class B Note Initial Principal Balance is $___________________.
The Class B Note Principal Balance on any date of determination will be an
amount equal to (a) the Class B Note Initial Principal Balance, minus (b) the
aggregate amount of principal payments made to the Class B Noteholders on or
prior to such date.
The Expected Principal Distribution Date is the ____________ Distribution
Date, but principal with respect to the Class B Notes May be paid earlier or
later under certain circumstances described in the Indenture. If for one or
more months during the Controlled Accumulation Period there are not sufficient
funds to deposit into the Principal Funding Account the Controlled Deposit
Amount, then to the extent that excess funds are not available on subsequent
Distribution Dates with respect to the Controlled Accumulation Period to make up
for such shortfalls, the final payment of principal of the Notes will occur
later than the Expected Principal Distribution Date. Payments of principal of
the Notes shall be payable in accordance with the provisions of the Indenture.
Exhibit A-2 (Page 4)
<PAGE>
Subject to the terms and conditions of the Indenture, the Seller may, from
time to time, direct the Owner Trustee, on behalf of the Trust, to issue one or
more new Series of Notes.
On each Distribution Date, the Paying Agent shall distribute to each Class
B Noteholder of record on the related Record Date (except for the final payment
in respect of this Class B Note) such Class B Noteholder's pro rata share of the
amounts held by the Paying Agent that are allocated and available on such
Distribution Date to pay interest and principal on the Class B Notes pursuant to
the Indenture Supplement. Except as provided in the Indenture with respect to a
final payment, payments to Series 2000-A Noteholders shall be made by (i) check
mailed to each Series 2000-A Noteholder (at such Noteholder's address as it
appears in the Note Register), except that with respect to any Series 2000-A
Notes registered in the name of the nominee of a Clearing Agency, such payment
shall be made in immediately available funds and (ii) without presentation or
surrender of any Series 2000-A Note or the making of any notation thereon.
Final payment of this Class B Note will be made only upon presentation and
surrender of this Class B Note at the office or agency specified in the notice
of final payment delivered by the Indenture Trustee to the Series 2000-A
Noteholders in accordance with the Indenture.
On any day occurring on or after the date on which the outstanding
principal balance of the Series 2000-A Notes is reduced to 10% or less of the
initial outstanding principal balance of the Series 2000-A Notes, the Servicer
shall have the option to redeem the Series 2000-A Notes, 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.
THIS CLASS B NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
THE SELLER, THE ISSUER, FIRST CONSUMERS NATIONAL BANK, OR ANY AFFILIATE OF ANY
OF THEM AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
Each Noteholder, by accepting a Note, hereby covenants and agrees that it
will not at any time institute against the Issuer or the Seller, or join in
instituting against the Issuer or the Seller, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States federal or state bankruptcy or similar law.
Except as otherwise provided in the Indenture Supplement, the Class B Notes
are issuable only in minimum denominations of $1,000 and integral multiples of
$1,000. The transfer of this Class B Note shall be registered in the Note
Register upon surrender of this Class B Note 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 Indenture Trustee
or the Transfer Agent and Registrar, duly executed by the Class B Noteholder or
such Class B Noteholder's attorney, and duly authorized in writing with such
signature guaranteed, and thereupon one or more new Class B Notes in any
authorized denominations of like aggregate principal amount will be issued to
the designated transferee or transferees.
Exhibit A-2 (Page 5)
<PAGE>
As provided in the Indenture and subject to certain limitations therein set
forth, Class B Notes are exchangeable for new Class B Notes in any authorized
denominations and of like aggregate principal amount, upon surrender of such
Notes to be exchanged at the office or agency of the Transfer Agent and
Registrar. No service charge may be imposed for any such exchange but the
Issuer or Transfer Agent and Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.
The Issuer, the Seller, the Indenture Trustee and any agent of the Issuer,
the Seller or the Indenture Trustee shall treat the person in whose name this
Class B Note is registered as the owner hereof for all purposes, and neither the
Issuer, the Seller, the Indenture Trustee nor any agent of the Issuer, the
Seller or the Indenture Trustee shall be affected by notice to the contrary.
THIS CLASS B NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF ILLINOIS, 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.
Exhibit A-2 (Page 6)
<PAGE>
ASSIGNMENT
Social Security or other identifying number of assignee _______________________.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
[_______________________________________]
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints __________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: ____________, ____ _______________________________/**/
Signature Guaranteed:
___________________________
/**/ The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
Exhibit A-2 (Page 7)
<PAGE>
FORM OF CLASS C [ %] ASSET BACKED NOTE
UNLESS THIS NOTE 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 NOTE 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.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT
IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER OR THE SELLER, OR JOIN IN
INSTITUTING AGAINST THE ISSUER OR THE SELLER, ANY BANKRUPTCY, REORGANIZATION,
ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS UNDER
ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.
THE HOLDER OF THIS CLASS C NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH
HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS C NOTES AS
INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY,
INCOME.
REGISTERED $_________________/*/
No. R-___________ CUSIP NO._______________
________________________
/*/ Denominations of $1,000 and integral multiples of $1,000 in excess
thereof.
Exhibit A-3 (Page 1)
<PAGE>
SPIEGEL CREDIT CARD MASTER NOTE TRUST SERIES 2000-A
CLASS C [ %] ASSET BACKED NOTE
Spiegel Credit Card Master Note Trust (herein referred to as the "Issuer"
or the "Trust"), an Illinois common law trust governed by a Trust Agreement
dated as of August _, 2000, for value received, hereby promises to pay to
_____________, or registered assigns, subject to the following provisions, the
principal sum of _________________ DOLLARS, or such greater or lesser amount as
determined in accordance with the Indenture, on the Series 2000-A Final Maturity
Date (which is the earlier to occur of (a) the Distribution Date on which the
Note Principal Balance is paid in full and (b) the ___________ Distribution
Date), except as otherwise provided below or in the Indenture. The Issuer will
pay interest on the unpaid principal amount of this Note at the Class C Note
Interest Rate on each Distribution Date until the principal amount of this Note
is paid in full. Interest on this Note will accrue for each Distribution Date
from and including the most recent Distribution Date on which interest has been
paid to but excluding such Distribution Date or, for the initial Distribution
Date, from and including the Closing Date to but excluding such Distribution
Date. Interest will be computed on the basis of a 360-day year and the actual
number of days elapsed. Principal of this Note shall be paid in the manner
specified on the reverse hereof.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Note.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred
to on the reverse hereof, or be valid for any purpose.
THIS CLASS C NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS
ON THE CLASS A AND CLASS B NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE
SUPPLEMENT.
Exhibit A-3 (Page 2)
<PAGE>
IN WITNESS WHEREOF, the Issuer has caused this Class C Note to be duly
executed.
SPIEGEL CREDIT CARD MASTER NOTE TRUST,
as Issuer
By: Bankers Trust Company, not in its individual
capacity but solely as Owner Trustee under
the Trust Agreement
By:_______________________________________________
Name:
Title:
Dated: ___________, ___
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class C Notes described in the within-mentioned
Indenture.
The Bank of New York,
as Indenture Trustee
By:_______________________________________________
Authorized Signatory
Exhibit A-3 (Page 3)
<PAGE>
SPIEGEL CREDIT CARD MASTER NOTE TRUST SERIES 2000-A
CLASS C [ %] ASSET BACKED NOTE
Summary of Terms and Conditions
This Class C Note is one of a duly authorized issue of Notes of the Issuer,
designated as Spiegel Credit Card Master Note Trust, Series 2000-A (the "SERIES
2000-A NOTES"), issued under a Master Indenture dated as of _____________, 2000
(the "MASTER INDENTURE"), between the Issuer and The Bank of New York, as
indenture trustee (the "INDENTURE TRUSTEE"), as supplemented by the Indenture
Supplement dated as of _____________, 2000 (the "INDENTURE SUPPLEMENT"), and
representing the right to receive certain payments from the Issuer. The term
"Indenture," unless the context otherwise requires, refers to the Master
Indenture as supplemented by the Indenture Supplement. The Notes are subject to
all of the terms of the Indenture. All terms used in this Note that are defined
in the Indenture shall have the meanings assigned to them in or pursuant to the
Indenture. In the event of any conflict or inconsistency between the Indenture
and this Note, the Indenture shall control.
The Class A Notes and the Class B Notes will also be issued under the
Indenture.
The Noteholder, by its acceptance of this Note, agrees that it will look
solely to the property of the Trust allocated to the payment of this Note for
payment hereunder and that the Indenture Trustee is not liable to the
Noteholders for any amount payable under the Note or the Indenture or, except as
expressly provided in the Indenture, subject to any liability under the
Indenture.
This Note does not purport to summarize the Indenture and reference is made
to the Indenture for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Indenture Trustee.
The Class C Note Initial Principal Balance is $_____________.
The Class C Note Principal Balance on any date of determination will be an
amount equal to (a) the Class C Note Initial Principal Balance, minus (b) the
aggregate amount of principal payments made to the Class C Noteholders on or
prior to such date.
The Expected Principal Distribution Date is the ____________ Distribution
Date, but principal with respect to the Class C Notes may be paid earlier or
later under certain circumstances described in the Indenture. If for one or
more months during the Controlled Accumulation Period there are not sufficient
funds to deposit into the Principal Funding Account the Controlled Deposit
Amount, then to the extent that excess funds are not available on subsequent
Distribution Dates with respect to the Controlled Accumulation Period to make up
for such shortfalls, the final payment of principal of the Notes will occur
later than the Expected Principal Distribution Date. Payments of principal of
the Notes shall be payable in accordance with the provisions of the Indenture.
Exhibit A-3 (Page 4)
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Subject to the terms and conditions of the Indenture, the Seller may, from
time to time, direct the Owner Trustee, on behalf of the Trust, to issue one or
more new Series of Notes.
On each Distribution Date, the Paying Agent shall distribute to each Class
C Noteholder of record on the related Record Date (except for the final payment
in respect of this Class C Note) such Class C Noteholder's pro rata share of the
amounts held by the Paying Agent that are allocated and available on such
Distribution Date to pay interest and principal on the Class C Notes pursuant to
the Indenture Supplement. Except as provided in the Indenture with respect to a
final payment, payments to Series 2000-A Noteholders shall be made by (i) check
mailed to each Series 2000-A Noteholder (at such Noteholder's address as it
appears in the Note Register), except that with respect to any Series 2000-A
Notes registered in the name of the nominee of a Clearing Agency, such payment
shall be made in immediately available funds and (ii) without presentation or
surrender of any Series 2000-A Note or the making of any notation thereon.
Final payment of this Class C Note will be made only upon presentation and
surrender of this Class C Note at the office or agency specified in the notice
of final payment delivered by the Indenture Trustee to the Series 2000-A
Noteholders in accordance with the Indenture.
On any day occurring on or after the date on which the outstanding
principal balance of the Series 2000-A Notes is reduced to 10% or less of the
initial outstanding principal balance of the Series 2000-A Notes, the Servicer
shall have the option to redeem the Series 2000-A Notes, 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.
THIS CLASS C NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
THE SELLER, THE ISSUER, FIRST CONSUMERS NATIONAL BANK, OR ANY AFFILIATE OF ANY
OF THEM AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
Each Noteholder, by accepting a Note, hereby covenants and agrees that it
will not at any time institute against the Issuer or the Seller, or join in
instituting against the Issuer or the Seller, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States federal or state bankruptcy or similar law.
Except as otherwise provided in the Indenture Supplement, the Class C Notes
are issuable only in minimum denominations of $ 1,000 and integral multiples of
$1,000. The transfer of this Class C Note shall be registered in the Note
Register upon surrender of this Class C Note 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 Indenture Trustee
or the Transfer Agent and Registrar, duly executed by the Class C Noteholder or
such Class C Noteholder's attorney, and duly authorized in writing with such
signature guaranteed, and thereupon one or more new Class C Notes in any
authorized denominations of like aggregate principal amount will be issued to
the designated transferee or transferees.
Exhibit A-3 (Page 5)
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As provided in the Indenture and subject to certain limitations therein set
forth, Class C Notes are exchangeable for new Class C Notes in any authorized
denominations and of like aggregate principal amount, upon surrender of such
Notes to be exchanged at the office or agency of the Transfer Agent and
Registrar. No service charge may be imposed for any such exchange but the
Issuer or Transfer Agent and Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.
The Issuer, the Seller, the Indenture Trustee and any agent of the Issuer,
the Seller or the Indenture Trustee shall treat the person in whose name this
Class C Note is registered as the owner hereof for all purposes, and neither the
Issuer, the Seller, the Indenture Trustee nor any agent of the Issuer, the
Seller or the Indenture Trustee shall be affected by notice to the contrary.
THIS CLASS C NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF ILLINOIS, 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.
Exhibit A-3 (Page 6)
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ASSIGNMENT
Social Security or other identifying number of assignee ________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
_________________________________]
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: ____________, ____ _______________________________/**/
Signature Guaranteed:
___________________________
/**/ The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
Exhibit A-3 (Page 7)
