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EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO INDENTURE TRUSTEE
SPIEGEL CREDIT CARD MASTER NOTE TRUST
SERIES 2000-A
The undersigned, a duly authorized representative of First Consumers
National Bank ("FCNB"), as Servicer pursuant to the Transfer and Servicing
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Agreement, dated as of December 1, 2000 (the "Transfer and Servicing Agreement")
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among FCNB, Spiegel Credit Corporation III and Spiegel Credit Card Master Note
Trust, as Issuer, does hereby certify as follows:
A. Capitalized terms used in this Certificate have their respective
meanings set forth in the Master Indenture dated as of December 1, 2000
(the "Indenture") between the Issuer and the Bank of New York, as indenture
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trustee (the "Indenture Trustee") as supplemented by the Series 2000-A
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Indenture Supplement dated as of December 1, 2000 between the Issuer and
Indenture Trustee (as amended and supplemented, the "Indenture
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Supplement").
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B. FCNB is the Servicer.
C. The undersigned is a Servicing Officer.
I. INSTRUCTION TO MAKE A WITHDRAWAL
Pursuant to Section 4.4, the Servicer does hereby instruct the
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Indenture Trustee (i) to make a withdrawal from the Collection Account on
____________, 200_, which date is a Distribution Date under the Indenture
Supplement, in an aggregate amount (equal to the Available Finance Charge
Collections) as set forth below in respect of the following amounts and (ii) to
apply the proceeds of such withdrawal in accordance with Section 4.4(a):
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A. Pursuant to Subsection 4.4(a)(i):
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Monthly Interest for the
preceding Interest Period......................... $______________
Monthly Interest previously due but not
distributed to Class A Noteholders................ $______________
Additional Interest previously due but not
distributed to Class A Noteholders................ $______________
Net Swap Payment.................................. $______________
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B. Pursuant to Subsection 4.4(a)(ii):
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Monthly Servicing Fee for such Distribution Date, plus the amount of
any Monthly Servicing Fee previously due but not distributed to the
Servicer on a prior Distribution Date................. $______________
C. Pursuant to Subsection 4.4(a)(iii):
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Investor Default Amount to be treated as Available Principal
Collections
..................................................... $______________
Investor Uncovered Dilution Amount for such Distribution Date to be
treated as Available Principal Collections............ $______________
D. Pursuant to Subsection 4.4(a)(iv):
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Investor Charge Offs and the amount of Reallocated Principal
Collections not previously reimbursed to be treated as Available
Principal Collections
..................................................... $______________
E. Pursuant to Subsection 4.4(a)(v):
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Monthly Insurance Premium for the related Monthly Period and any
unpaid Monthly Insurance Premiums for prior Monthly Periods
..................................................... $______________
F. Pursuant to Subsection 4.4(a)(vi):
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Amount to be deposited into the Reserve Account....... $______________
G. Pursuant to Subsection 4.4(a)(vii):
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Amount to be deposited in the Spread Account.......... $______________
H. Pursuant to Subsection 4.4(a)(viii):
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During the Rapid Amortization Period, amount of remaining Available
Finance Charge Collections to be treated as Available Principal
Collections
..................................................... $______________
I. Pursuant to Subsection 4.4(a)(ix):
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Amount equal to any Reimbursement Amounts and interest thereon owed
under the Insurance Agreement to be paid to the Insurer
..................................................... $______________
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J. Pursuant to Subsection 4.4(a)(x):
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Amount equal to any other amounts owing to the Insurer under the
Insurance Agreement to be paid to the Insurer......... $______________
K. Pursuant to Subsection 4.4(a)(xi):
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After the Expected Principal Distribution Date:
Amount equal to any Excess Interest for such Distribution Date
..................................................... $______________
Any unpaid Excess Interest from prior Distribution Dates
.................................................... $______________
Any Additional Excess Interest to be distributed to the Paying Agent
for payment to Class A Noteholders on such Distribution Date
..................................................... $______________
L. Pursuant to Subsection 4.4(a)(xii):
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Amount equal to any early termination payments or other miscellaneous
payments owed to the Counterparty under the Swap to be paid to the
Counterparty
..................................................... $______________
M. Pursuant to Subsection 4.4(a)(xiii):
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Any Monthly Servicing Fee for such Distribution Date or prior
Distribution Dates not paid pursuant to subsection 4.4(a)(ii) to be
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distributed to the Servicer
..................................................... $______________
N. Pursuant to Subsection 4.4(a)(xiv):
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The balance, if any, will constitute a portion of Excess Finance
Charge Collections for such Distribution Date and first will be
available for allocation to other Series in Group One, second
deposited in the Excess Funding Account to the extent necessary so
that the Seller Amount is not less than the Minimum Seller Amount and
third paid to the Holders of the Seller Interest as described in
Section 8.6 of the Indenture.......................... $______________
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Pursuant to Section 4.4(b) and (c), the Servicer does hereby instruct
the Indenture Trustee (i) to make a withdrawal from the Collection Account on
____________, 200_, which date is a Distribution Date under the Indenture
Supplement, in an aggregate amount (equal to the
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Available Principal Collections) as set forth below in respect of the following
amounts and (ii) to apply the proceeds of such withdrawal in accordance with
Section 4.4(b) and (c):
A. Pursuant to Subsection 4.4(b):
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Amount equal to the Available Principal Collections to be treated as
Shared Principal Collections and applied in accordance with Section
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8.5 of the Indenture
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..................................................... $______________
B. Pursuant to Subsection 4.4(c)(i):
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(1) During the Controlled Accumulation Period, Monthly Principal for
such Distribution Date to be deposited into the Principal Accumulation
Account
..................................................... $______________
(2) Amount remaining after giving effect to clause (1) above to be
treated as Shared Principal Collections and applied in accordance with
Section 8.5 of the Indenture.......................... $______________
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C. Pursuant to Subsection 4.4(c)(ii):
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(1) During the Rapid Amortization Period, Monthly Principal for such
Distribution Date to be distributed to the Paying Agent for payment to
the Class A Noteholders on such Distribution Date until the Note
Principal Balance has been paid in full............... $______________
(2) Amount remaining after giving effect to clause (1) above to be
treated as Shared Principal Collections and applied in accordance with
Section 8.5 of the Indenture.......................... $______________
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Pursuant to Section 4.6, the Servicer does hereby instruct the
Indenture Trustee (i) to make a withdrawal from the Collection Account on
____________, 200_, which date is a Distribution Date under the Indenture
Supplement, in an aggregate amount (equal to the Available Principal
Collections) as set forth below in respect of the following amounts and (ii) to
apply the proceeds of such withdrawal in accordance with Section 4.6:
A. Reallocated Principal Collections to fund any deficiency pursuant to
and in the priority set forth in subsections 4.4(a)(i), (ii), (v),
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(ix), (x) and (xii) of the Indenture Supplement; provided that in no
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event will Reallocated Principal Collections be applied pursuant to
subsections 4.4(a)(v), (ix), (x) and (xii) of the Indenture Supplement
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until the Series 2000-A Final Maturity Date
..................................................... $______________
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Pursuant to Section 4.9, the Servicer does hereby instruct the Indenture
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Trustee to transfer from the Principal Accumulation Account to the Collection
Account, the Principal Accumulation Investment Proceeds on deposit in the
Principal Accumulation Account for application as Available Finance Charge
Collections in the following amount
............................................................... $______________
Pursuant to Section 4.10, the Servicer does hereby instruct the Indenture
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Trustee to withdraw from the Reserve Account an amount equal to any Reserve
Account Surplus to be deposited into the Spread Account in accordance with
Section 4.10(e), in the following amount
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............................................................... $______________
The Servicer does hereby instruct the Indenture Trustee to transfer any
amounts to be distributed to the Insurer in accordance with Section 2.05(e) of
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the Insurance Agreement from the Spread "Account to the Collection Account, in
the following amount........................................... $______________
II. INSTRUCTIONS TO MAKE CERTAIN PAYMENTS
Pursuant to Section 5.2, the Servicer does hereby instruct the
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Indenture Trustee or the Paying Agent as the case may be, to pay in accordance
with Section 5.2 from the Collection Account or the Principal Funding Account,
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as applicable, on _______________, which date is a Distribution Date under the
Indenture Supplement, the following amounts:
A. Pursuant to Subsection 5.2(a):
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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 on
the Class A Notes pursuant to this Indenture Supplement, including amounts made
available as a result of any draw on the Policies
............................................................... $______________
B. Pursuant to Subsection 5.2(b):
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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 principal of
the Class A Notes pursuant to this Indenture Supplement, including amounts made
available as a result of any draw on the Policies
............................................................... $______________
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IN WITNESS WHEREOF, the undersigned has duly executed this certificate this
___________day of________________, 200__.
FIRST CONSUMERS NATIONAL BANK,
as Servicer
By: ____________________________________
Name:
Title:
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EXHIBIT C
FORM OF MONTHLY STATEMENT
SPIEGEL CREDIT CARD MASTER NOTE TRUST
SERIES 2000-A
Pursuant to the Master Indenture, dated as of December 1, 2000 (as amended
and supplemented, the "Indenture") between Spiegel Credit Card Master Note Trust
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(the "Issuer") and The Bank of New York, as indenture trustee (the "Indenture
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Trustee"), as supplemented by the Series 2000-A Indenture Supplement (the
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"Indenture Supplement"), dated as of December 1, 2000, between the Issuer and
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the Indenture Trustee, First Consumers National Bank, as Servicer (the
"Servicer") under the Transfer and Servicing Agreement, dated as of December 1,
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2000 (the "Transfer and Servicing Agreement") among Spiegel Credit Corporation
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III, the Servicer and the Issuer is required to prepare certain information each
month regarding current distributions to the Series 2000-A Noteholders and the
performance of the Trust during the previous month. The information required to
be prepared with respect to the Distribution Date of _________________, and with
respect to the performance of the Trust during the month of ________ is set
forth below. Capitalized terms used herein are defined in the Indenture and the
Indenture Supplement.
A. Information regarding distributions in respect of the Class A Notes
1. The total amount of the distribution
in respect of Class A Notes......................... $_______________
2. The amount of the distribution set forth in
paragraph 1 above in respect of principal of the
Class A Notes....................................... $_______________
3. The amount of the distribution set forth in
paragraph 1 above in respect of interest on
the Class A Notes................................... $_______________
RECEIVABLES -
Beginning of the Month Principal Receivables: $____________
Beginning of the Month Finance Charge Receivables: $____________
Beginning of the Month Discount Option Receivables: $____________
Beginning of the Month Total Receivables: $____________
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Removed Principal Receivables: $____________
Removed Finance Charge Receivables: $____________
Removed Total Receivables: $____________
Additional Principal Receivables: $____________
Additional Finance Charge Receivables: $____________
Additional Total Receivables: $____________
Discount Option Receivables Generated this Period: $____________
Net Recoveries for month of __________ 200_ $____________
End of the Month Principal Receivables: $____________
End of the Month Finance Charge Receivables: $____________
End of the Month Discount Option Receivables: $____________
End of the Month Total Receivables: $____________
Excess Funding Account Balance: $____________
Aggregate Principal Balance: $____________
Minimum Aggregate Principal Balance: $____________
End of the Month Seller Amount: $____________
Minimum Seller Amount: $____________
DELINQUENCIES AND LOSSES -
End of the Month Delinquencies: RECEIVABLES
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30-59 Days Delinquent $____________
60-89 Days Delinquent $____________
90+ Days Delinquent $____________
Total 30+ Days Delinquent $____________
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Defaulted Receivables During the Month $____________
NOTE PRINCIPAL BALANCES -
Class A Note Principal Balance $____________
SERIES 2000-A INFORMATION
INVESTOR PERCENTAGE ____________%
AVAILABLE FINANCE CHARGE COLLECTIONS $____________
INVESTOR DEFAULT AMOUNT $____________
INVESTOR UNCOVERED DILUTION AMOUNT $____________
MONTHLY SERVICING FEES $____________
AVAILABLE PRINCIPAL COLLECTIONS $____________
EXCESS FINANCE CHARGE COLLECTIONS $____________
SHARED PRINCIPAL COLLECTIONS $____________
RESERVE ACCOUNT BALANCE $____________
SPREAD ACCOUNT BALANCE $____________
APPLICATION OF COLLECTIONS -
CLASS A MONTHLY INTEREST $____________
NET SWAP PAYMENT $____________
MONTHLY SERVICING INTEREST $____________
INVESTOR DEFAULT AMOUNT $____________
INVESTOR UNCOVERED DILUTION AMOUNT $____________
INVESTOR CHARGE OFFS AND REALLOCATED
PRINCIPAL COLLECTIONS NOT
PREVIOUSLY REIMBURSED $____________
AMOUNTS TO BE DEPOSITED IN THE
RESERVE ACCOUNT $____________
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AMOUNTS TO BE DEPOSITED
IN THE SPREAD ACCOUNT $____________
DRAWS ON POLICY $____________
EXCESS FINANCE CHARGES COLLECTIONS --
TOTAL EXCESS FINANCE CHARGE COLLECTIONS
FOR ALL ALLOCATION SERIES $____________
SHARED PRINCIPAL COLLECTIONS --
TOTAL SHARED PRINCIPAL COLLECTIONS
FOR ALL ALLOCATION SERIES $____________
YIELD AND BASE RATE -
Base Rate (Current Month) ____________%
Base Rate (Prior Month) ____________%
Base Rate (Two Months Ago) ____________%
THREE MONTH AVERAGE BASE RATE ____________%
Portfolio Yield (Current Month) ____________%
Portfolio Yield (Prior Month) ____________%
Portfolio Yield (Two Months Ago) ____________%
THREE MONTH AVERAGE PORTFOLIO YIELD ____________%
PRINCIPAL COLLECTIONS -
MONTHLY PRINCIPAL ____________%
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PRINCIPAL ACCUMULATION ACCOUNT BALANCE $____________
SERIES 2000-A PRINCIPAL SHORTFALL $____________
SHARED PRINCIPAL COLLECTIONS ALLOCABLE FROM
OTHER PRINCIPAL SHARING SERIES $____________
INVESTOR CHARGE OFFS AND REDUCTIONS -
INVESTOR CHARGE OFFS $____________
REALLOCATED PRINCIPAL COLLECTIONS $____________
REDUCTIONS IN COLLATERAL AMOUNT (OTHER THAN
BY PRINCIPAL PAYMENTS) $____________
REDUCTIONS IN COLLATERAL AMOUNT DUE TO
APPLICATION OF AVAILABLE PRINCIPAL COLLECTIONS
AS SHARED PRINCIPAL COLLECTIONS $____________
PREVIOUS REDUCTIONS IN COLLATERAL AMOUNT
REIMBURSED $____________
__________________________________________
as Paying Agent
By:_______________________________________
Name:
Title:
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EXHIBIT D
FORM OF MONTHLY SERVICER'S CERTIFICATE
I, ___________________, _____________________ of First Consumers National
Bank ("FCNB"), as Servicer pursuant to the Spiegel Credit Card Master Note Trust
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Series 2000-A Indenture Supplement (the "Indenture Supplement") dated as of
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December 1, 2000 by and among Spiegel Credit Card Master Note Trust and The Bank
of New York, as trustee (the "Indenture Trustee"), hereby certify that, in
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compliance with Section 5.3 of the Indenture Supplement, no Pay Out Event has
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occurred during the preceding Monthly Period. Capitalized terms as used herein
are defined in the Indenture Supplement.
IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of
_______________, 200_.
FIRST CONSUMERS NATIONAL BANK
By: _________________________
Name:
Title:
