<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AT&T UNIVERSAL FUNDING CORP.
-----------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 59-3325080
- --------------------------------------- ------------------
(State of incorporation or organization) (IRS Employer
Identification No.)
5201 Amelia Earhart Drive - Suite 1001
Salt Lake City, Utah 84116
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(Address of principal executive offices) (Zip Code)
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
AT&T Universal Card Master Trust
Class A Series 1997-1 Floating Rate Asset Backed Certificates
Class B Series 1997-1 Floating Rate Asset Backed Certificates
(Title of Class)
- -------------------------------------------------------------------------------
<PAGE> 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The description of the Asset Backed Certificates appears under the
captions entitled: "Prospectus Summary"; "Risk Factors"; "Description of
the Certificates"; "Certain Legal Aspects of the Receivables"; "Tax
Matters"; and "ERISA Considerations" in the Prospectus, dated May 5, 1997,
and "Summary of Series Terms"; "Risk Factors"; "Maturity Considerations";
and "Series Provisions" in the Prospectus Supplement, dated May 7, 1997
(the Prospectus and the Prospectus Supplement are incorporated herein by
reference as Exhibit 4).
Item 2. Exhibits.
Exhibit 1-- Form of specimens of certificates representing the Class A
Series 1997-1 Floating Rate Asset Backed Certificates and
the Class B Series 1997-1 Floating Rate Asset Backed
Certificates.
Exhibit 2-- Pooling and Servicing Agreement, dated as of August 1, 1995
(included in Exhibit 4.2 to the Registrant's Form 8-K, as
filed with the Securities and Exchange Commission on
February 21, 1996, which is incorporated herein by
reference).
Exhibit 3-- Series 1997-1 Supplement to the Pooling and Servicing
Agreement, dated as of May 14, 1997.
Exhibit 4-- Prospectus dated May 5, 1997, as filed with the Securities
and Exchange Commission on May 6, 1997 and Prospectus
Supplement, dated May 7, 1997, as filed with the Securities
and Exchange Commission on May 9, 1997, pursuant to Rule
424(b)(2).
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Form 8-A
to be signed on its behalf by the undersigned, thereto duly authorized.
AT&T UNIVERSAL FUNDING CORP.
Date: May 14, 1997 By: /s/ ROBERT MILLER
--------------------------------
Name: Robert Miller
Title: Chief Accounting Officer
3
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Exhibit Numbered
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Page
----
<S> <C> <C>
Exhibit 1 Form of specimens of certificates representing the Class A
Series 1997-1 Floating Rate Asset Backed Certificates and
the Class B Series 1997-1 Floating Rate Asset Backed
Certificates.
Exhibit 2 Pooling and Servicing Agreement, dated as of August 1, N/A
1995 (included in Exhibit 4.2 to the Registrant's Form 8-K,
as filed with the Securities and Exchange Commission on
February 21, 1996, which is incorporated herein by
reference).
Exhibit 3 Series 1997-1 Supplement to the Pooling and Servicing
Agreement, dated as of May 14, 1997.
Exhibit 4 Prospectus dated May 5, 1997, as filed with the N/A
Securities and Exchange Commission on May 6, 1997, and
Prospectus Supplement, dated May 7, 1997, as filed with the
Securities and Exchange Commission on May 9, 1997, pursuant
to Rule 424(b)(2).
</TABLE>
4
<PAGE> 1
EXHIBIT 1
TO
FORM 8-A
SPECIMEN CERTIFICATES:
CLASS A SERIES 1997-1 FLOATING RATE
ASSET BACKED CERTIFICATE
AND
CLASS B SERIES 1997-1 FLOATING RATE
ASSET BACKED CERTIFICATE
<PAGE> 2
EXHIBIT 1 TO FORM 8-A
FORM OF CLASS A CERTIFICATE
REGISTERED $__________1/
No. R-_______ CUSIP No. __________
Unless this Class A Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to AT&T Universal Funding Corp. 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.
AT&T UNIVERSAL CARD MASTER TRUST
SERIES 1997-1
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Expected Final Payment Date:
The April 2002 Distribution Date
Each $1,000 minimum denomination represents a
1/850,000 undivided interest
in Class A of the
AT&T UNIVERSAL CARD MASTER TRUST, SERIES 1997-1
Evidencing an undivided interest in certain assets of a trust, the corpus of
which consists primarily of an interest in receivables generated from time to
time in the ordinary course of business in a portfolio of consumer revolving
credit card accounts serviced by
AT&T UNIVERSAL CARD SERVICES CORP.,
and other assets and interests constituting the Trust under the Pooling and
Servicing Agreement referred to below.
(Not an interest in or obligation of AT&T Universal Card Services Corp.,
AT&T Universal Funding Corp. or any of their respective affiliates)
- ----------------
1/ Denominations of $1,000 and integral multiples of $1,000 in excess
thereof.
1
<PAGE> 3
EXHIBIT 1 TO FORM 8-A
This certifies that CEDE & CO. (the "Class A Certificateholder") is the
registered owner of a fractional undivided interest in certain assets of a
trust (the "Trust") created pursuant to the Pooling and Servicing Agreement,
dated as of August 1, 1995 (as amended and supplemented, the "Agreement"), as
supplemented by the Series 1997-1 Supplement dated as of May 14, 1997 (as
amended and supplemented, the "Supplement"), among AT&T Universal Funding
Corp., as Transferor, AT&T Universal Card Services Corp., as Servicer, and
Bankers Trust Company, a New York banking corporation, as trustee (the
"Trustee"). The corpus of the Trust consists of (i) the Transferor's ownership
interest in a portfolio of receivables (the "Receivables") existing in the
consumer revolving credit card accounts identified under the Agreement from
time to time (the "Accounts"), (ii) all Receivables generated under the
Accounts from time to time thereafter, (iii) funds collected or to be collected
from cardmembers in respect of the Receivables, (iv) all funds which are from
time to time on deposit in the Collection Account, the Special Funding Account
and any other Series Accounts and (v) all other assets and interests
constituting the Trust. The Holder of this Certificate is entitled to the
benefits of the subordination of the Class B Certificates and the Collateral
Interest to the extent provided in the Supplement. Although a summary of
certain provisions of the Agreement and the Supplement is set forth below and
in the Summary of Terms and Conditions attached hereto and made a part hereof,
this Class A Certificate does not purport to summarize the Agreement and the
Supplement and reference is made to the Agreement and the Supplement 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 and the Supplement (without schedules) may
be requested from the Trustee by writing to the Trustee at the Corporate Trust
Office. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to them in the Agreement or the Supplement, as
applicable.
This Class A Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement and the Supplement, to which
Agreement and Supplement, each as amended and supplemented from time to time,
the Class A Certificateholder by virtue of the acceptance hereof assents and is
bound.
It is the intent of the Transferor and the Class A
Certificateholders that, for federal, state and local income and franchise tax
purposes, the Class A Certificates will qualify as indebtedness of the
Transferor secured by the Receivables. The Class A Certificateholder, by the
acceptance of this Class A Certificate, agrees to treat this Class A
Certificate for federal, state and local income and franchise tax purposes as
debt of the Transferor.
In general, payments of principal with respect to the Class A
Certificates are limited to the Class A Invested Amount, which may be less than
the unpaid principal balance of the Class A Certificates. The Expected Final
Payment Date is the April 2002 Distribution Date, but principal with respect to
the Class A Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Supplement. If for one or more
months during the Controlled Accumulation Period there are not sufficient funds
to pay the Controlled Deposit Amount, then to the extent
2
<PAGE> 4
EXHIBIT 1 TO FORM 8-A
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 Class A Certificates will occur later
than the Expected Final Payment Date.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Class A
Certificate shall not be entitled to any benefit under the Agreement or the
Supplement or be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Class A
Certificate to be duly executed.
AT&T UNIVERSAL FUNDING CORP.
By:
-------------------------
Name:
Title:
Dated: _________ __, ____
3
<PAGE> 5
EXHIBIT 1 TO FORM 8-A
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates described in the within-mentioned
Agreement and Supplement.
BANKERS TRUST COMPANY,
as Trustee,
By:
------------------------
Authorized Officer
or
By:
------------------------
as Authenticating Agent
for the Trustee,
By:
------------------------
Authorized Officer
4
<PAGE> 6
EXHIBIT 1 TO FORM 8-A
AT&T UNIVERSAL CARD MASTER TRUST
SERIES 1997-1
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables which arise
generally from the purchase of goods and services and amounts advanced to
cardmembers as cash advances and Finance Charge Receivables. This Class A
Certificate is one of a Series of Certificates entitled AT&T Universal Card
Master Trust, Series 1997-1 (the "Series 1997-1 Certificates"), and one of a
class thereof entitled Class A Series 1997-1 Floating Rate Asset Backed
Certificates, (the "Class A Certificates"), each of which represents a
fractional, undivided interest in certain assets of the Trust. The assets of
the Trust are allocated in part to the investor certificateholders of all
outstanding Series (the "Certificateholders' Interest") with the remainder
allocated to the Holders of the Transferor Certificates. The aggregate interest
represented by the Class A Certificates at any time in the Principal
Receivables in the Trust shall not exceed an amount equal to the Class A
Invested Amount at such time. The Class A Initial Invested Amount is
$850,000,000. The Class A Invested Amount on any date 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 Class A Investor Charge-Offs
reimbursed pursuant to subsection 4.07(b) of the Supplement prior to such date.
Subject to the terms and conditions of the Agreement, the
Transferor may, from time to time, direct the Trustee, on behalf of the Trust,
to issue one or more new Series of Investor Certificates, which will represent
fractional, undivided interests in certain of the Trust Assets.
On each Distribution Date, the Paying Agent shall distribute
to each Class A Certificateholder of record on the last day of the preceding
calendar month (each a "Record Date") such Class A Certificateholder's pro rata
share of such amounts (including amounts on deposit in the Collection Account)
as are payable to the Class A Certificateholders pursuant to the Agreement and
the Supplement. Distributions with respect to this Class A Certificate will be
made by the Paying Agent by check mailed to the address of the Class A
Certificateholder of record appearing in the Certificate Register without the
presentation or surrender of this Class A Certificate or the making of any
notation thereon (except for the final distribution in respect of this Class A
Certificate) except that with respect to Class A Certificates registered in the
name of Cede & Co., the nominee for The Depository Trust Company, distributions
will be made in the form of immediately available funds. Final payment of this
Class A Certificate will be made only upon presentation and surrender of this
Class A Certificate at the office or agency specified in the notice of final
distribution delivered
5
<PAGE> 7
EXHIBIT 1 TO FORM 8-A
by the Trustee to the Series 1997-1 Certificateholders in accordance with the
Agreement and the Supplement.
On any day occurring on or after the day on which the
Invested Amount is reduced to 10% or less of the Initial Invested Amount, the
Transferor has the option to repurchase the Series 1997-1 Certificateholders'
Interest in the Trust. The repurchase price will be equal to (a) if such day is
a Distribution Date, the Reassignment Amount for such Distribution Date or (b)
if such day is not a Distribution Date, the Reassignment Amount for the
Distribution Date following such day. Following the deposit of the Reassignment
Amount in the Collection Account, Series 1997-1 Certificateholders will not
have any interest in the Receivables and the Series 1997-1 Certificates will
represent only the right to receive such Reassignment Amount.
THIS CLASS A CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF,
OR AN INTEREST IN, THE TRANSFEROR OR THE SERVICER OR ANY AFFILIATE OF EITHER OF
THEM AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. 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 HEREINABOVE AND IN THE AGREEMENT AND THE SUPPLEMENT.
The Class A Certificates are issuable only in minimum
denominations of $1,000 and integral multiples of $1,000. 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 or the
Transfer Agent and Registrar, duly executed by the Class A Certificateholder or
such Class A Certificateholder's attorney, and duly authorized in writing with
such signature guaranteed, 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, Class A Certificates are exchangeable for new
Class A Certificates evidencing like aggregate fractional, undivided interests
as requested by the Class A Certificateholder surrendering such Class A
Certificates. No service charge may be imposed for any such exchange but the
Servicer 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 Servicer, the Trustee, the Paying Agent and the Transfer
Agent and Registrar 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 Servicer nor the Trustee, the Paying Agent, 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.
6
<PAGE> 8
EXHIBIT 1 TO FORM 8-A
THIS CLASS A CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF 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.
7
<PAGE> 9
EXHIBIT 1 TO FORM 8-A
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: ____________ ______________________2/
Signature Guaranteed:
----------------------
- ----------------
2/ NOTE: The signature to this assignment must correspond with the name
of the registered owner as it appears on the face of the within
Certificate in every particular, without alteration, enlargement or
any change whatsoever.
8
<PAGE> 10
EXHIBIT 1 TO FORM 8-A
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT
OF A BENEFIT PLAN (AS DEFINED BELOW).
REGISTERED $__________1/
No. R-_______ CUSIP No. __________
Unless this Class B Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to AT&T Universal Funding Corp. 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.
AT&T UNIVERSAL CARD MASTER TRUST
SERIES 1997-1
CLASS B FLOATING RATE ASSET BACKED CERTIFICATE
Expected Final Payment Date:
The April 2002 Distribution Date
Each $1,000 minimum denomination represents a
1/80,000 undivided interest
in Class B of the
AT&T UNIVERSAL CARD MASTER TRUST, SERIES 1997-1
Evidencing an undivided interest in certain assets of a trust, the corpus of
which consists primarily of an interest in receivables generated from time to
time in the ordinary course of business in a portfolio of consumer revolving
credit card accounts serviced by
AT&T UNIVERSAL CARD SERVICES CORP.,
and other assets and interests constituting the Trust under the Pooling and
Servicing Agreement referred to below.
(Not an interest in or obligation of AT&T Universal Card Services Corp.,
AT&T Universal Funding Corp. or any of their respective affiliates).
- --------
1/ Denominations of $1,000 and integral multiples of $1,000 in excess thereof.
1
<PAGE> 11
EXHIBIT 1 TO FORM 8-A
This certifies that CEDE & CO. (the "Class B Certificateholder") is the
registered owner of a fractional, undivided interest in certain assets of a
trust (the "Trust") created pursuant to the Pooling and Servicing Agreement,
dated as of August 1, 1995 (as amended and supplemented, the "Agreement"), as
supplemented by the Series 1997-1 Supplement dated as of May 14, 1997 (as
amended and supplemented, the "Supplement"), among AT&T Universal Funding
Corp., as Transferor, AT&T Universal Card Services Corp., as Servicer, and
Bankers Trust Company, a New York banking corporation, as trustee (the
"Trustee"). The corpus of the Trust consists of (i) the Transferor's ownership
interest in a portfolio of receivables (the "Receivables") existing in the
consumer revolving credit card accounts identified under the Agreement from
time to time (the "Accounts"), (ii) all Receivables generated under the
Accounts from time to time thereafter, (iii) funds collected or to be collected
from cardmembers in respect of the Receivables, (iv) all funds which are from
time to time on deposit in the Collection Account, the Special Funding Account,
and the other Series Accounts and (v) all other assets and interests
constituting the Trust. The Holder of this Certificate is entitled to the
benefits of the subordination of the Collateral Interest to the extent provided
in the Supplement. Although a summary of certain provisions of the Agreement
and the Supplement is set forth below and in the Summary of Terms and
Conditions attached hereto and made a part hereof, this Class B Certificate
does not purport to summarize the Agreement and the Supplement and reference is
made to the Agreement and the Supplement 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
and the Supplement (without schedules) may be requested from the Trustee by
writing to the Trustee at the Corporate Trust Office. To the extent not defined
herein, the capitalized terms used herein have the meanings ascribed to them in
the Agreement or the Supplement, as applicable.
This Class B Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement and the Supplement, to
which Agreement and Supplement, each as amended and supplemented from time to
time, the Class B Certificateholder by virtue of the acceptance hereof assents
and is bound.
This Class B Certificate may not be acquired by or for the
account of any employee 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.
2
<PAGE> 12
EXHIBIT 1 TO FORM 8-A
THIS CLASS B CERTIFICATE IS SUBORDINATED TO THE EXTENT
NECESSARY TO FUND PAYMENTS ON THE CLASS A CERTIFICATES TO THE EXTENT SPECIFIED
IN THE SUPPLEMENT.
It is the intent of the Transferor and the Class B
Certificateholders that, for federal, state and local income and franchise tax
purposes, the Class B Certificates will qualify as indebtedness of the
Transferor secured by the Receivables. The Class B Certificateholder, by the
acceptance of this Class B Certificate, agrees to treat this Class B
Certificate for federal, state and local income and franchise tax purposes as
debt of the Transferor.
In general, payments of principal with respect to the Class B
Certificates are limited to the Class B Invested Amount, which may be less then
the unpaid principal balance of the Class B Certificates. The Expected Final
Payment Date is the September 2001 Distribution Date, but principal with
respect to the Class B Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Supplement. If for one or more
months during the Controlled Accumulation Period there are not sufficient funds
to pay the Controlled Deposit Amount, then to the extent that excess funds are
not available on subsequent Distribution Dates with respect to the Accumulation
Period to make up for such shortfalls, the final payment of principal of the
Certificates will occur later than the Expected Final Payment Date.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Class B
Certificate shall not be entitled to any benefit under the Agreement or the
Supplement or be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Class B
Certificate to be duly executed.
AT&T UNIVERSAL FUNDING CORP.
By:
------------------------------
Name:
Title:
Dated: _________ __, ____
3
<PAGE> 13
EXHIBIT 1 TO FORM 8-A
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates described in the
within mentioned Agreement and Supplement.
BANKERS TRUST COMPANY,
as Trustee
By:
------------------------
Authorized Signatory
4
<PAGE> 14
EXHIBIT 1 TO FORM 8-A
AT&T UNIVERSAL CARD MASTER TRUST
SERIES 1997-1
CLASS B FLOATING RATE ASSET BACKED CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables which arise
generally from the purchase of goods and services and amounts advanced to
cardmembers as cash advances and Finance Charge Receivables. This Class B
Certificate is one of a Series of Certificates entitled AT&T Universal Card
Master Trust, Series 1997-1 (the "Series 1997-1 Certificates"), and one of a
class thereof entitled Class B Series 1997-1 Floating Rate Asset Backed
Certificates, (the "Class B Certificates"), each of which represents a
fractional, undivided interest in certain assets of the Trust. The assets of
the Trust are allocated in part to the investor certificateholders of all
outstanding Series (the "Certificateholders' Interest") with the remainder
allocated to the Holders of the Transferor Certificates. The aggregate interest
represented by the Class B Certificates at any time in the Principal
Receivables in the Trust shall not exceed an amount equal to the Class B
Invested Amount at such time. The Class B Initial Invested Amount is
$80,000,000. The Class B Invested Amount on 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 (c) the aggregate amount of Class B Investor Charge-Offs for all prior
Distribution Dates, minus (d) the amount of Reallocated Principal Collections
allocated on all prior Distribution Dates pursuant to subsection 4.08(a) of the
Supplement (excluding any Reallocated Principal Collections that have resulted
in a reduction in the Collateral Invested Amount pursuant to Section 4.08),
minus (e) an amount equal to the amount by which the Class B Invested Amount
has been reduced to cover the Class A Investor Default Amount on all prior
Distribution Dates, and plus (f) the amount of Excess Spread and Excess Finance
Charge Collections allocated to Series 1997-1 and applied on all prior
Distribution Dates for the purpose of reimbursing amounts deducted pursuant to
the foregoing clauses (c), (d) and (e); provided, however, that the Class B
Invested Amount may not be reduced below zero.
Subject to the terms and conditions of the Agreement, the
Transferor may, from time to time, direct the Trustee, on behalf of the Trust,
to issue one or more new Series of Investor Certificates, which will represent
fractional, undivided interests in certain of the Trust Assets.
On each Distribution Date, the Paying Agent shall distribute
to each Class B Certificateholder of record on the last day of the preceding
calendar month (each a "Record Date") such Class B Certificateholder's pro rata
share of such amounts (including amounts on deposit in the Collection Account)
as are payable to the Class B Certificateholders pursuant to the Agreement and
the Supplement. Distributions with respect to this Class B Certificate will be
made by the Paying Agent by check mailed to the address of the Class B
Certificateholder of record appearing in the Certificate Register without the
presentation or surrender of this Class B Certificate or
5
<PAGE> 15
EXHIBIT 1 TO FORM 8-A
the making of any notation thereon (except for the final distribution in
respect of this Class B Certificate) except that with respect to Class B
Certificates registered in the name of Cede & Co., the nominee for The
Depository Trust Company, distributions will be made in the form of immediately
available funds. Final payment of this Class B Certificate will be made only
upon presentation and surrender of this Class B Certificate at the office or
agency specified in the notice of final distribution delivered by the Trustee
to the Series 1997-1 Certificateholders in accordance with the Agreement and
the Supplement.
On any day occurring on or after the day on which the
Invested Amount is reduced to 10% or less of the Initial Invested Amount, the
Transferor has the option to repurchase the Series 1997-1 Certificateholders'
Interest in the Trust. The repurchase price will be equal to (a) if such day is
a Distribution Date, the Reassignment Amount for such Distribution Date or (b)
if such day is not a Distribution Date, the Reassignment Amount for the
Distribution Date next following such day. Following the deposit of the
Reassignment Amount in the Collection Account, Series 1997-1 Certificateholders
will not have any interest in the Receivables and the Series 1997-1
Certificates will represent only the right to receive such Reassignment Amount.
THIS CLASS B CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF,
OR AN INTEREST IN, THE TRANSFEROR OR THE SERVICER OR ANY AFFILIATE OF EITHER OF
THEM AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS CLASS B
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 HEREINABOVE AND IN THE AGREEMENT AND THE SUPPLEMENT.
The Class B Certificates are issuable only in minimum
denominations of $1,000 and integral multiples of $1,000. 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 or the
Transfer Agent and Registrar, duly executed by the Class B Certificateholder or
such Class B Certificateholder's attorney, and duly authorized in writing with
such signature guaranteed, 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, Class B Certificates are exchangeable for new
Class B Certificates evidencing like aggregate fractional undivided interests
as requested by the Class B Certificateholder surrendering such Class B
Certificates. No service charge may be imposed for any such exchange but the
Servicer 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 Servicer, the Trustee, the Paying Agent and the Transfer
Agent and Registrar and any agent of any of them, may treat the person in whose
6
<PAGE> 16
EXHIBIT 1 TO FORM 8-A
name this Class B Certificate is registered as the owner hereof for all
purposes, and neither the Servicer nor the Trustee, the Paying Agent, 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 THE LAWS OF 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.
7
<PAGE> 17
EXHIBIT 1 TO FORM 8-A
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: 2/
---------------------
Signature Guaranteed:
---------------------
- --------------------
- -----------------
2/ NOTE: The signature to this Assignment must correspond with the name
of the registered owner as it appears on the face of the within
Certificate in every particular, without alteration, enlargement or
any change whatsoever.
8
<PAGE> 1
EXHIBIT 3
TO
FORM 8-A
SERIES 1997-1 SUPPLEMENT
TO THE POOLING AND SERVICING AGREEMENT,
DATED AS OF MAY 14, 1997
<PAGE> 2
EXHIBIT 3 TO FORM 8-A
===============================================================================
SERIES 1997-1 SUPPLEMENT
Dated as of May 14, 1997
to
POOLING AND SERVICING AGREEMENT
Dated as of August 1, 1995
$1,000,000,000
------------------------------
AT&T UNIVERSAL CARD MASTER TRUST
Series 1997-1
------------------------------
among
AT&T UNIVERSAL FUNDING CORP.
Transferor
AT&T UNIVERSAL CARD SERVICES CORP.
Servicer
and
BANKERS TRUST COMPANY
Trustee
on behalf of the Series 1997-1 Certificateholders
===============================================================================
<PAGE> 3
EXHIBIT 3 TO FORM 8-A
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I
Creation of the Series 1997-1 Certificates
Section 1.01. Designation..................................................... 1
ARTICLE II
Definitions
Section 2.01. Definitions..................................................... 2
ARTICLE III
Servicing Fee and Interchange
Section 3.01. Servicing Compensation; Interchange............................. 18
ARTICLE IV
Rights of Series 1997-1 Certificateholders and
Allocation and Application of Collections
Section 4.01. Collections and Allocations..................................... 19
Section 4.02. Determination of Monthly Interest;
Interest Funding Account........................................ 22
Section 4.03. Principal Funding Account; Controlled
Accumulation Period............................................. 26
Section 4.04. Required Amount................................................. 28
Section 4.05. Application of Class A Available Funds,
Class B Available Funds, Collateral
Available Funds and Available Principal
Collections..................................................... 29
Section 4.06. Defaulted Amounts; Investor Charge-Offs......................... 32
Section 4.07. Excess Spread; Excess Finance Charge
Collections..................................................... 33
Section 4.08. Reallocated Principal Collections............................... 35
Section 4.09. Excess Finance Charge Collections............................... 36
Section 4.10. Reallocated Investor Finance Charge
Collections..................................................... 37
Section 4.11. Shared Principal Collections.................................... 38
Section 4.12. Reserve Account................................................. 38
Section 4.13. Determination of LIBOR.......................................... 40
Section 4.14. Investment Instructions......................................... 41
</TABLE>
i
<PAGE> 4
EXHIBIT 3 TO FORM 8-A
<TABLE>
ARTICLE V
Distributions and Reports to
Series 1997-1 Certificateholders
<S> <C>
Section 5.01. Distributions................................................... 41
Section 5.02. Reports and Statements to
Series 1997-1 Certificateholders................................ 43
ARTICLE VI
Pay Out Events
Section 6.01. Pay Out Events.................................................. 43
ARTICLE VII
Optional Repurchase; Series Termination
Section 7.01. Optional Repurchase............................................. 45
Section 7.02. Series Termination.............................................. 45
ARTICLE VIII
Final Distributions
Section 8.01. Sale of Receivables or
Certificateholders' Interest pursuant to
Section 2.06 or 10.01 of the Agreement
and Section 7.01 or 7.02 of this
Supplement...................................................... 46
Section 8.02. Distribution of Proceeds of Sale,
Disposition or Liquidation of the
Receivables pursuant to Section 9.01
of the Agreement................................................ 48
ARTICLE IX
Miscellaneous Provisions
Section 9.01. Ratification of Agreement....................................... 50
Section 9.02. Counterparts.................................................... 50
Section 9.03. Governing Law................................................... 50
</TABLE>
ii
<PAGE> 5
EXHIBIT 3 TO FORM 8-A
EXHIBITS
EXHIBIT A-1 - Form of Class A Certificate
EXHIBIT A-2 - Form of Class B Certificate
EXHIBIT B - Form of Monthly Payment Instructions and Notification to
the Trustee
EXHIBIT C - Form of Monthly Series 1997-1 Certificateholders'
Statement
EXHIBIT D - Form of Servicer's Certificate
iii
<PAGE> 6
EXHIBIT 3 TO FORM 8-A
SERIES 1997-1 SUPPLEMENT, dated as of May 14, 1997 (the
"Supplement"), between AT&T UNIVERSAL FUNDING CORP., a Delaware
corporation, as Transferor, AT&T UNIVERSAL CARD SERVICES CORP., as
Servicer, and BANKERS TRUST COMPANY, a banking corporation organized
and existing under the laws of the State of New York, not in its
individual capacity, but solely as Trustee.
Pursuant to the Pooling and Servicing Agreement dated as of
August 1, 1995 (as amended and supplemented, the "Agreement"), among the
Transferor, the Servicer and the Trustee, the Transferor has created the AT&T
Universal Card Master Trust (the "Trust"). Section 6.03 of the Agreement
provides that the Transferor 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 Transferor and the Trustee shall create a new
Series of Investor Certificates and specify the Principal Terms thereof.
ARTICLE I
Creation of the Series 1997-1 Certificates
Section 1.01. 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 "AT&T
Universal Card Master Trust, Series 1997-1." The Series 1997-1 Certificates
shall be issued in two Classes, the first of which shall be known as the "Class
A Series 1997-1 Floating Rate Asset Backed Certificates" and the second of
which shall be known as the "Class B Series 1997-1 Floating Rate Asset Backed
Certificates." In addition, there is hereby created a third Class of
uncertificated interests in the Trust which, except as expressly provided
herein, shall be deemed to be "Investor Certificates" for all purposes under
the Agreement and this Supplement (other than for purposes of the definition of
the term "Tax Opinion" in Section 1.01 of the Agreement) and which shall be
known as the "Collateral Interest, Series 1997-1." The Collateral Interest
shall be considered a Class of Series 1997-1 for all purposes of the Agreement
and this Supplement, including for purposes of voting concerning the
liquidation of the Trust pursuant to Section 9.01 of the Agreement. The
Collateral Interest Holder shall be deemed to be the Series Enhancer for all
purposes under the Agreement and this Supplement.
(b) Series 1997-1 shall be included in Group I and shall be a
Principal Sharing Series. Series 1997-1 shall be an Excess Allocation Series.
Series 1997-1 shall not be subordinated to any other Series. Notwithstanding
any provision in the Agreement or in this Supplement to the contrary, the first
Distribution Date with respect to Series 1997-1 shall be the June 1997
Distribution Date and the first Monthly Period shall begin on and include May
1, 1997 and end on and include May 31, 1997.
(c) Except as expressly provided herein, the provisions of
Article VI and Article XII of the Agreement relating to the registration,
<PAGE> 7
EXHIBIT 3 TO FORM 8-A
authentication, delivery, presentation, cancellation and surrender of
Registered Certificates shall not be applicable to the Collateral Interest.
ARTICLE II
Definitions
Section 2.01. 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.
"Additional Interest" means, with respect to any Distribution
Date, the Class A Additional Interest, the Class B Additional Interest and the
Collateral Additional Interest for such Distribution Date.
"Adjusted Invested Amount" shall mean, with respect to any
date of determination, an amount equal to the Invested Amount, less the
Principal Funding Account Balance on such date of determination.
"Available 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 Series 1997-1 Allocable Principal
Collections received during such Monthly Period minus (ii) the amount of
Reallocated Principal Collections with respect to such Monthly Period which
pursuant to subsection 4.08(a) or (b) are required to fund the Required Amount
for the related Distribution Date, (b) any Shared Principal Collections with
respect to other Series that are allocated to Series 1997-1 in accordance with
Section 4.04 of the Agreement and Section 4.11 hereof, and (c) any other
amounts which pursuant to Section 4.05 or 4.07 hereof are to be treated as
Available Principal Collections with respect to the related Distribution Date.
"Available Reserve Account Amount" shall mean, with respect
to any Distribution Date, the lesser of (a) the amount on deposit in the
Reserve Account on such date (before giving effect to any deposit to be made to
the Reserve Account on such date) and (b) the Required Reserve Account Amount.
"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,
Collateral Monthly Interest and the Monthly Servicing Fee with respect to the
related Distribution Date and the denominator of which is the Invested Amount
as of the last day of the preceding Monthly Period.
"Class A Additional Interest" shall have the meaning
specified in subsection 4.02(a).
"Class A Adjusted Invested Amount" shall mean, with respect
to any date of determination, an amount equal to the Class A Invested Amount
less
2
<PAGE> 8
EXHIBIT 3 TO FORM 8-A
the Principal Funding Account Balance (but not in excess of the Class A
Invested Amount) on such date.
"Class A Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the sum of (a) if such Monthly Period
relates to a Distribution Date with respect to the Controlled Accumulation
Period, the amount of Principal Funding Investment Proceeds, if any, with
respect to such Distribution Date, (b) the Class A Floating Percentage of the
Reallocated Investor Finance Charge Collections and (c) the amount of funds, if
any, to be withdrawn from the Reserve Account which, pursuant to subsection
4.12(d), 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 of 0.09%
above LIBOR determined on the related LIBOR Determination Date, calculated on
the basis of actual days elapsed and a 360-day year.
"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 Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-l.
"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 Adjusted
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 Adjusted 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 $850,000,000.
"Class A Interest Shortfall" shall have the meaning specified
in subsection 4.02(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 Class A Investor Charge-Offs reimbursed pursuant to subsection
4.07(b) prior to such date.
"Class A Investor Charge-Offs" shall have the meaning
specified in subsection 4.06(a).
3
<PAGE> 9
EXHIBIT 3 TO FORM 8-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 subsection 4.02(a).
"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) during the Controlled Accumulation Period or the Early
Amortization 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 end of the Revolving Period, and the denominator of which is
the Invested Amount as of the end of the Revolving Period; 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 denominator of which is the Initial
Invested Amount.
"Class A Required Amount" shall have the meaning specified in
subsection 4.04(a).
"Class A Servicing Fee" shall have the meaning specified in
Section 3.01.
"Class B Additional Interest" shall have the meaning
specified in subsection 4.02(b).
"Class B Adjusted Invested Amount" shall mean an amount equal
to the Class B Invested Amount less the positive difference, if any, between
the Principal Funding Account Balance and the Class A Invested Amount on such
date.
"Class B Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the Class B Floating Percentage of the
Reallocated Investor Finance Charge Collections.
"Class B Certificate Rate" shall mean, for any Interest
Period with respect to the Class B Certificates, a per annum rate of 0.28%
above LIBOR determined on the related LIBOR Determination Date, calculated on
the basis of actual days elapsed and a 360-day year.
"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 Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-2.
4
<PAGE> 10
EXHIBIT 3 TO FORM 8-A
"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 Adjusted
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 Adjusted Invested
Amount as of the close of business on 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 $80,000,000.
"Class B Interest Shortfall" shall have the meaning specified
in subsection 4.02(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 prior to such date, minus (c) the aggregate amount of Class
B Investor Charge-Offs for all prior Distribution Dates, minus (d) the amount
of Reallocated Principal Collections allocated on all prior Distribution Dates
pursuant to subsection 4.08(a) (excluding any Reallocated Principal Collections
that have resulted in a reduction in the Collateral Invested Amount pursuant to
Section 4.08), 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
subsection 4.06(a) and plus (f) the amount of Excess Spread and Excess Finance
Charge Collections allocated and available on all prior Distribution Dates
pursuant to subsection 4.07(d) for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (c), (d) and (e); provided, however, that the
Class B Invested Amount may not be reduced below zero.
"Class B Investor Charge-Offs" shall have the meaning
specified in subsection 4.06(b).
"Class B Investor Default Amount" shall mean, with respect to
each Distribution Date, an amount equal to the product of (i) the Investor
Default Amount for the related Monthly Period and (ii) the Class B Floating
Percentage for such Monthly Period.
"Class B Monthly Interest" shall have the meaning specified
in subsection 4.02(b).
"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) during the Controlled Accumulation Period or the Early
Amortization 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 end of the Revolving Period, and the denominator of
5
<PAGE> 11
EXHIBIT 3 TO FORM 8-A
which is the Invested Amount as of the end of the Revolving Period; 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 set forth in
subsection 4.04(b).
"Class B Servicing Fee" shall have the meaning specified in
Section 3.01.
"Closing Date" shall mean May 14, 1997.
"Collateral Additional Interest" shall have the meaning
specified in subsection 4.02(e).
"Collateral Available Funds" shall mean with respect to any
Distribution Date, the Collateral Floating Percentage of Reallocated Investor
Finance Charge Collections with respect to the preceding Monthly Period.
"Collateral Charge-Offs" shall have the meaning specified in
subsection 4.06(c).
"Collateral Default Amount" shall mean, with respect to any
Distribution Date, the product of the Investor Default Amount for the related
Monthly Period and the Collateral Floating Percentage.
"Collateral Floating Percentage" shall mean, with respect to
any Distribution Date, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is equal to the Collateral
Invested Amount as of the close of business on the last day of the preceding
Monthly Period and the denominator of which is the Adjusted Invested Amount as
of the close of business on such last day; provided, however, that with respect
to the first Monthly Period, the Collateral Floating Percentage shall mean the
percentage equivalent of a fraction, the numerator of which is the Collateral
Initial Invested Amount and the denominator of which is the Initial Invested
Amount.
"Collateral Initial Invested Amount" shall mean $70,000,000.
"Collateral Interest" shall mean a fractional undivided
interest in the Trust which shall consist of the right to receive, to the
extent necessary to make the required payments to the Collateral Interest
Holder under this Supplement, the portion of Collections allocable thereto
under the Agreement and this Supplement and funds on deposit in the Collection
Account allocable thereto pursuant to the Agreement and this Supplement.
"Collateral Interest Holder" shall mean the entity so
designated in the Loan Agreement.
"Collateral Interest Shortfall" shall have the meaning
specified in subsection 4.02(e).
6
<PAGE> 12
EXHIBIT 3 TO FORM 8-A
"Collateral Invested Amount" shall mean, when used with
respect to any date, an amount equal to (a) the Collateral Initial Invested
Amount, minus (b) the aggregate amount of principal payments made to the
Collateral Interest Holder prior to such date, minus (c) the aggregate amount
of Collateral Charge-Offs for all prior Distribution Dates pursuant to
subsection 4.06(c), minus (d) the aggregate amount of Reallocated Principal
Collections allocated on all prior Distribution Dates pursuant to Section 4.08
allocable to the Collateral Invested Amount, minus (e) an amount equal to the
amount by which the Collateral Invested Amount has been reduced on all prior
Distribution Dates pursuant to subsections 4.06(a) and (b), and plus (f) the
amount allocated and available on all prior Distribution Dates pursuant to
subsection 4.07(h), for the purpose of reimbursing amounts deducted pursuant to
the foregoing clauses (c), (d) and (e); provided, however, that the Collateral
Invested Amount may not be reduced below zero.
"Collateral Monthly Interest" shall have the meaning
specified in subsection 4.02(e).
"Collateral Principal Percentage" shall mean, with respect to
any Monthly Period, (i) during the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of
which is the Collateral Invested Amount as of the last day of the immediately
preceding Monthly Period and the denominator of which is the Invested Amount as
of such day and (ii) during the Controlled Accumulation Period or the Early
Amortization Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Collateral Invested
Amount as of the end of the Revolving Period, and the denominator of which is
the Invested Amount as of the end of the Revolving Period; provided, however,
that with respect to the first Monthly Period, the Collateral Principal
Percentage shall mean the percentage equivalent of a fraction, the numerator of
which is the Collateral Initial Invested Amount and the denominator of which is
the Initial Invested Amount.
"Collateral Rate" shall mean the rate specified in the Loan
Agreement.
"Collateral Servicing Fee" shall have the meaning set forth
in Section 3.01.
"Controlled Accumulation Amount" shall mean, for any
Distribution Date with respect to the Controlled Accumulation Period,
$77,500,000; provided, however, that, if the Controlled Accumulation Period
Length is determined to be less than 12 months, the Controlled Accumulation
Amount for each Distribution Date with respect to the Controlled Accumulation
Period will be equal to (i) the product of (x) the sum of the Class A Initial
Invested Amount and the Class B Initial Invested Amount and (y) the Controlled
Accumulation Period Factor for the related Monthly Period divided by (ii) the
Required Accumulation Factor Number and provided, further, that after the Class
A Invested Amount and the Class B Invested Amount are paid in full, the
Controlled Accumulation Amount shall mean the Collateral Invested Amount.
7
<PAGE> 13
EXHIBIT 3 TO FORM 8-A
"Controlled Accumulation Period" shall mean, unless a Pay Out
Event shall have occurred prior thereto, the period commencing at the close of
business on March 31, 2001, or such later date as is determined in accordance
with subsection 4.03(c) and ending on the first to occur of (a) the
commencement of the Early Amortization Period, (b) the payment in full of the
Invested Amount and (c) the Series 1997-1 Termination Date.
"Controlled Accumulation Period Factor" shall mean, for each
Monthly Period, a fraction, the numerator of which is equal to the sum of the
series invested amounts as of the last day of the prior Monthly Period of all
outstanding Series, and the denominator of which is equal to the sum (without
duplication) of (a) the Series Invested Amount as of the last day of the prior
Monthly Period, (b) the series invested amounts as of the last day of the prior
Monthly Period of all outstanding Series (other than Series 1997-1) that are
not expected to be in their revolving periods, and (c) the series invested
amounts as of the last day of the prior Monthly Period of all other outstanding
Series that are not Principal Sharing Series and are in their revolving
periods.
"Controlled Accumulation Period Length" has the meaning
specified in subsection 4.03(c).
"Controlled Deposit Amount" shall mean, for any Distribution
Date with respect to the Controlled 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 Controlled Accumulation Period or the first Special Payment
Date, if such Special Payment Date occurs prior to the date the Class A
Invested Amount is paid in full, an amount equal to the product of (i) a
fraction, the numerator of which is the actual number of days in the period
from and including the immediately preceding Distribution Date to but excluding
such Distribution Date and the denominator of which is 360, times (ii) the
Class A Certificate Rate in effect during such period, and (iii) the Principal
Funding Account Balance, if any, as of the preceding Distribution Date.
"Deficit Controlled Accumulation Amount" shall mean (a) on
the first Distribution Date with respect to the Controlled Accumulation Period,
the excess, if any, of the Controlled Accumulation Amount for such Distribution
Date over the amount deposited in the Principal Funding Account on such
Distribution Date and (b) on each subsequent Distribution Date with respect to
the Controlled Accumulation Period, the excess, if any, of the Controlled
Deposit Amount for such subsequent Distribution Date over the amount deposited
in the Principal Funding Account on such subsequent Distribution Date.
"Distribution Date" shall mean June 17, 1997 and the
seventeenth day of each calendar month thereafter, or if such seventeenth day
is not a Business Day, the next succeeding Business Day.
8
<PAGE> 14
EXHIBIT 3 TO FORM 8-A
"Early Amortization Period" shall mean the period commencing
at the close of business on the Business Day immediately preceding the day on
which a Pay Out Event with respect to Series 1997-1 is deemed to have occurred,
and ending on the first to occur of (i) the payment in full of the Invested
Amount or (ii) the Series 1997-1 Termination Date.
"Excess Finance Charge Collections" shall have the meaning
specified in Section 4.09.
"Excess Spread" shall mean, with respect to any Distribution
Date, the sum of the amounts, if any, specified pursuant to subsections
4.05(a)(iv), 4.05(b)(iii) and 4.05(c)(ii) with respect to such Distribution
Date.
"Expected Final Payment Date" shall mean the April 2002
Distribution Date.
"Finance Charge Shortfall" shall have the meaning specified
in Section 4.09.
"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 Adjusted 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 product of (x) the Series 1997-1 Allocation Percentage with
respect to such Monthly Period and (y) the sum of (i) the total amount of
Principal Receivables in the Trust as of such day (or with respect to the first
Monthly Period, the total amount of Principal Receivables in the Trust on the
Closing Date) and (ii) the principal amount on deposit in the Special Funding
Account as of such last day (or with respect to the first Monthly Period, as of
the Closing Date); provided, however, that with respect to any Monthly Period
in which an Addition Date for an Aggregate Addition or a Removal Date occurs
the amount in (y)(i) above shall be (1) the aggregate amount of Principal
Receivables in the Trust at the end of the day on the last day of the prior
Monthly Period for the period from and including the first day of such Monthly
Period to but excluding the related Addition Date or Removal Date and (2) the
aggregate amount of Principal Receivables in the Trust at the end of the day on
the related Addition Date or Removal Date for the period from and including the
related Addition Date or Removal Date to and including the last day of such
Monthly Period.
"Group I" shall mean Series 1997-1, Series 1995-1, Series
1995-3, Series 1996-1, Series 1996-2 and Series 1996-3 and each other Series
specified in the related Supplement to be included in Group I.
"Group I Investor Additional Amounts" shall mean, with
respect to any Distribution Date, the sum of (a) Series 1997-1 Additional
Amounts for such Distribution Date and (b) for all other Series included in
Group I, the sum of (i) the aggregate net amount by which the Invested Amounts
of such Series have been reduced as a result of investor charge-offs,
subordination of principal collections and funding the investor default amounts
in respect of any Class or Series Enhancement interests of such Series as of
such
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EXHIBIT 3 TO FORM 8-A
Distribution Date and (ii) if the applicable Supplements so provide, the
aggregate unpaid amount of interest at the applicable certificate rates that
has accrued on the amounts described in the preceding clause (i) for such
Distribution Date.
"Group I Investor Default Amount" shall mean, with respect to
any Distribution Date, the sum of (a) the Investor Default Amount for such
Distribution Date and (b) the aggregate amount of the investor default amounts
for all other Series included in Group I for such Distribution Date.
"Group I Investor Finance Charge Collections" shall mean,
with respect to any Distribution Date, the sum of (a) Investor Finance Charge
Collections for such Distribution Date and (b) the aggregate amount of the
investor finance charge collections for all other Series included in Group I
for such Distribution Date.
"Group I Investor Monthly Fees" shall mean with respect to
any Distribution Date, the sum of (a) Series 1997-1 Monthly Fees for such
Distribution Date and (b) the aggregate amount of the servicing fees, investor
fees, fees payable to any Series Enhancer and any other similar fees, which are
payable out of reallocated investor finance charge collections pursuant to the
related Supplements, for all other Series included in Group I for such
Distribution Date.
"Group I Investor Monthly Interest" shall mean, with respect
to any Distribution Date, the sum of (a) Series 1997-1 Monthly Interest for
such Distribution Date and (b) the aggregate amount of monthly interest,
including overdue monthly interest and interest on such overdue monthly
interest, if such amounts are payable out of reallocated investor finance
charge collections pursuant to the related Supplements, for all other Series
included in Group I for such Distribution Date.
"Initial Invested Amount" shall mean $1,000,000,000.
"Interest Funding Account" shall have the meaning set forth
in subsection 4.02(c)(i).
"Interest Funding Investment Proceeds" shall have the meaning
specified in subsection 4.02(c)(ii).
"Interest Payment Date" shall mean the 17th day of May,
August, November and February (or, if any such day is not a Business Day, the
next succeeding Business Day), and the Expected Final Payment Date, commencing
on the August 1997 Distribution Date.
"Interest Period" shall mean, with respect to any Payment
Date, the period from and including the Payment Date immediately preceding such
Payment Date (or, in the case of the first Payment Date, from and including the
Closing Date) to but excluding such Payment 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,
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EXHIBIT 3 TO FORM 8-A
(b) the Class B Invested Amount as of such date and (c) the Collateral Invested
Amount as of such date.
"Investor Charge-Offs" shall mean Class A Investor
Charge-Offs, Class B Investor Charge-Offs and Collateral Charge-Offs.
"Investor Default Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Series 1997-1
Allocable Defaulted Amount for the related Monthly Period and (b) the Floating
Allocation Percentage for such Monthly Period.
"Investor Finance Charge Collections" shall mean with respect
to any Distribution Date, an amount equal to the product of (a) the Floating
Allocation Percentage for the related Monthly Period and (b) Series 1997-1
Allocable Finance Charge Collections deposited in the Collection Account for
the related Monthly Period.
"LIBOR" shall mean, for any Interest Period, an interest rate
per annum determined by the Trustee for such Interest Period in accordance with
the provisions of Section 4.13.
"LIBOR Determination Date" shall mean May 12, 1997 for the
initial Interest Period, and the second London Business Day prior to the
commencement of the second and each subsequent Interest Period.
"Loan Agreement" shall mean the agreement among the
Transferor, the Trustee and the Collateral Interest Holder, dated May 14, 1997.
"London Business Day" shall mean any day on which dealings in
deposits in United States dollars are transacted in the London interbank
market.
"Monthly Interest" means, with respect to any Distribution
Date, the Class A Monthly Interest, the Class B Monthly Interest and the
Collateral Monthly Interest for such Distribution Date.
"Monthly Servicing Fee" shall have the meaning specified in
Section 3.01.
"Payment Date" shall mean any Interest Payment Date and any
Special Payment Date.
"Pay Out Event" shall mean any Pay Out Event specified in
Section 6.01.
"Principal Allocation Percentage" shall mean, with respect to
any day during a Monthly Period, the percentage equivalent (which percentage
shall never exceed 100%) of a fraction, the numerator of which is (a) during
the Revolving Period, the Series Adjusted Invested Amount for Series 1997-1 as
of the last day of the immediately preceding Monthly Period (or, in the case of
the first Monthly Period, the Initial Invested Amount) and (b) during the
Controlled Accumulation Period or the Early Amortization Period, the Series
Adjusted Invested Amount for Series 1997-1 as of the last day of the
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EXHIBIT 3 TO FORM 8-A
Revolving Period and the denominator of which is the product of (x) the sum of
(i) the total amount of Principal Receivables in the Trust as of the last day
of the immediately preceding Monthly Period (or with respect to the first
Monthly Period, the total amount of Principal Receivables in the Trust as of
the Closing Date) and (ii) the principal amount on deposit in the Special
Funding Account as of such last day (or with respect to the first Monthly
Period, the Closing Date) and (y) the Series 1997-1 Allocation Percentage as of
the last day of the immediately preceding Monthly Period; provided, however,
that with respect to any Monthly Period in which an Addition Date for an
Aggregate Addition or a Removal Date occurs the amount in (x)(i) above shall be
(1) the aggregate amount of Principal Receivables in the Trust at the end of
the day on the last day of the prior Monthly Period for the period from and
including the first day of such Monthly Period to but excluding the related
Addition Date or Removal Date and (2) the aggregate amount of Principal
Receivables in the Trust at the end of the day on the related Addition Date or
Removal Date for the period from and including the related Addition Date or
Removal Date to and including the last day of such Monthly Period; and provided
further, that if after the commencement of the Controlled Accumulation Period a
Pay Out Event occurs with respect to another Series that was designated in the
Supplement therefor as a Series that is a "Paired Series" with respect to
Series 1997-1, the Transferor may, by written notice delivered to the Trustee
and the Servicer, designate a different numerator for the foregoing fraction,
provided that (x) such numerator is not less than the Adjusted Invested Amount
as of the last day of the revolving period for such Paired Series, (y) the
Transferor shall have received written notice from each Rating Agency that the
Rating Agency Condition has been satisfied with respect to such designation and
shall have delivered copies of each such written notice to the Servicer and the
Trustee and (z) the Transferor shall have delivered to the Trustee an Officer's
Certificate to the effect that, based on the facts known to such officer at
such time, in the reasonable belief of the Transferor, such designation 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 1997-1.
"Principal Funding Account" shall have the meaning specified
in subsection 4.03(a)(i).
"Principal Funding Account Balance" shall mean, with respect
to any date of determination during the Controlled 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 4.03(a)(ii).
"Principal Funding Investment Shortfall" shall mean, with
respect to each Distribution Date during the Controlled Accumulation Period,
the amount, if any, by which the Principal Funding Investment Proceeds are less
than the Covered Amount.
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EXHIBIT 3 TO FORM 8-A
"Reallocated Investor Finance Charge Collections" shall mean
that portion of Group I Investor Finance Charge Collections allocated to Series
1997-1 pursuant to Section 4.10.
"Reallocated Principal Collections" shall mean, with respect
to any Monthly Period, the product of (a) the Series 1997-1 Allocable Principal
Collections deposited in the Collection Account for such Monthly Period and (b)
the sum of the Class B Principal Percentage and the Collateral Principal
Percentage.
"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 Adjusted
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 1997-1 Certificateholders or deposited to the Interest Funding
Account 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 1997-1 Certificateholders or
deposited to the Interest Funding Account on a prior Distribution Date.
"Reference Banks" shall mean three major banks in the London
interbank market selected by the Servicer.
"Required Accumulation Factor Number" shall be equal to a
fraction, rounded upwards to the nearest whole number, the numerator of which
is one and the denominator of which is equal to the lowest monthly principal
payment rate on the Accounts, expressed as a decimal, for the three months
preceding the date of such calculation.
"Required Amount" shall mean, with respect to any Monthly
Period, the sum of the Class A Required Amount and the Class B Required Amount.
"Required Collateral Invested Amount" shall mean (i)
initially $70,000,000 and (ii) on any Distribution Date thereafter, 7% of the
sum of the Class A Adjusted Invested Amount on such Distribution Date, the
Class B Adjusted Invested Amount on such Distribution Date (in each case after
taking into account payments to be made on such Distribution Date) and the
Collateral Invested Amount on the prior Distribution Date after any adjustments
made on such Distribution Date, but not less than $30,000,000; provided,
however, that (1) if either (a) there is a reduction in the Collateral Invested
Amount pursuant to clauses (c), (d) or (e) of the definition thereof during the
Controlled Accumulation Period or (b) a Pay Out Event with respect to the
Series 1997-1 Certificates has occurred, the Required Collateral Invested
Amount for any Distribution Date thereafter shall equal the Required Collateral
Invested Amount for the Distribution Date immediately preceding such reduction
or Pay Out Event, (2) in no event shall the Required Collateral Invested Amount
exceed the unpaid principal amount of the Series 1997-1 Certificates as of the
last day of the Monthly Period preceding such Distribution Date after taking
into account payments to be made on the related Distribution Date and (3) the
Required Collateral Invested Amount may be reduced to a lesser amount at any
time if the Rating Agency Condition is satisfied.
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EXHIBIT 3 TO FORM 8-A
"Required Reserve Account Amount" shall mean, with respect to
any Distribution Date on or after the Reserve Account Funding Date, an amount
equal to (1) 0.5% of the Class A Invested Amount as of the preceding
Distribution Date (after giving effect to all changes therein on such date) or
(2) any other amount designated by the Transferor, provided that if such amount
is less than the amount specified in clause (1) above, the Transferor shall
have received written notice from each Rating Agency that the Rating Agency
Condition shall have been satisfied with respect to such designation and shall
have delivered copies of each such written notice to the Servicer and the
Trustee.
"Reserve Account" shall have the meaning specified in
subsection 4.12(a).
"Reserve Account Funding Date" shall mean the Distribution
Date with respect to the Monthly Period which commences three months prior to
the Distribution Date with respect to the first Monthly Period in the
Controlled Accumulation Period or such earlier date as the Transferor may
determine by written notice to the Trustee and the Servicer.
"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
subsection 4.12(c).
"Revolving Period" shall mean the period beginning at the
close of business on the Series Cut-Off Date and ending on the earlier of (a)
the close of business on the day immediately preceding the day the Controlled
Accumulation Period commences and (b) the close of business on the day
immediately preceding the day the Early Amortization Period commences.
"Series Adjusted Portfolio Yield" shall mean, with respect to
any Monthly Period, the annualized percentage equivalent of a fraction, (A) the
numerator of which is equal to (a) Reallocated Investor Finance Charge
Collections with respect to such Monthly Period, plus (b) the amount of any
Principal Funding Investment Proceeds for the related Distribution Date, plus
(c) provided that each Rating Agency has consented in writing to the inclusion
thereof in calculating the Series Adjusted Portfolio Yield, any Excess Finance
Charge Collections that are allocated to Series 1997-1 with respect to such
Monthly Period plus (d) the amount of funds, if any, withdrawn from the Reserve
Account which pursuant to subsection 4.12(d) are required to be included as
Class A Available Funds for the Distribution Date with respect to such Monthly
Period minus (e) the Investor Default Amount for the Distribution Date with
respect to such Monthly Period, and (B) the denominator of which is the
Invested Amount as of the last day of the preceding Monthly Period.
"Series Cut-Off Date" shall mean the close of business on
April 30, 1997.
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<PAGE> 20
EXHIBIT 3 TO FORM 8-A
"Series 1997-1" shall mean the Series of Certificates the
terms of which are specified in this Supplement.
"Series 1997-1 Additional Amounts" shall mean, with respect
to any Distribution Date, the sum of the amounts determined pursuant to
subsections 4.07(b), (d) and (h) for such Distribution Date.
"Series 1997-1 Allocable Defaulted Amount" shall mean the
Series Allocable Defaulted Amount with respect to Series 1997-1.
"Series 1997-1 Allocable Finance Charge Collections" shall
mean the Series Allocable Finance Charge Collections with respect to Series
1997-1.
"Series 1997-1 Allocable Principal Collections" shall mean
the Series Allocable Principal Collections with respect to Series 1997-1.
"Series 1997-1 Allocation Percentage" shall mean the Series
Allocation Percentage with respect to Series 1997-1.
"Series 1997-1 Certificate" shall mean a Class A Certificate
or a Class B Certificate or the Collateral Interest.
"Series 1997-1 Certificateholder" shall mean a Class A
Certificateholder or a Class B Certificateholder or the Collateral Interest
Holder.
"Series 1997-1 Certificateholders' Interest" shall mean the
Certificateholders' Interest for Series 1997-1, including the Collateral
Interest.
"Series 1997-1 Monthly Fees" shall mean, with respect to any
Distribution Date, the amount determined pursuant to subsections 4.05(a)(ii),
(b)(ii) and (c)(i) and subsection 4.07(f).
"Series 1997-1 Monthly Interest" shall mean the amounts
determined pursuant to subsections 4.02(a), (b) and (e).
"Series 1997-1 Principal Shortfall" shall have the meaning
specified in Section 4.11.
"Series 1997-1 Termination Date" shall mean the April 2004
Distribution Date.
"Series Invested Amount" shall mean the Initial Invested
Amount.
"Series Required Transferor Amount" shall mean an amount
equal to 7% of the Invested Amount.
"Servicing Base Amount" shall have the meaning specified in
Section 3.01.
"Servicing Fee Rate" shall mean 2.0% per annum.
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<PAGE> 21
EXHIBIT 3 TO FORM 8-A
"Special Payment Date" shall mean each Distribution Date with
respect to the Early Amortization Period.
"Telerate Page 3750" shall mean the display page currently so
designated on the Dow Jones Telerate Service (or such other page as may replace
that page on that service for the purpose of displaying comparable rates or
prices).
"Transferor Percentage" shall mean 100% minus (a) the
Floating Allocation Percentage, when used at any time with respect to Finance
Charge Receivables and Defaulted Receivables, or (b) the Principal Allocation
Percentage, when used at any time with respect to Principal Receivables.
(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 1997-1, 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. As used in this Supplement and in the Agreement
with respect to Series 1997-1, "highest investment category" shall mean (i) in
the case of Standard & Poor's, AAA or A-1+, as applicable, (ii) in the case of
Moody's, Aaa or P-1, as applicable, and (iii) in the case of Fitch, F-1+ or
AAA, as applicable; provided, however, that notwithstanding any other provision
of the Agreement or this Supplement to the contrary, for the purpose of
investing funds on deposit in the Interest Funding Account allocable to (i)
Class B Monthly Interest, (ii) the amount of any Class B Monthly Interest
previously due but not distributed to Class B Certificateholders or deposited
in the Interest Funding Account and (iii) Class B Additional Interest, "highest
investment category" as used in the definition of "Eligible Investments" shall
mean, in the case of Standard & Poor's, A-1 as well as A-1+ and, in the case of
Fitch, F-1 as well as F-1+.
(c) Each capitalized term defined herein shall relate to the
Series 1997-1 Certificates and no other Series of Certificates issued by the
Trust, unless the context otherwise requires. All capitalized terms used herein
and not otherwise defined herein have the meanings ascribed to them in the
Agreement. 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 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, subsection, Section or Exhibit are references to Articles,
subsections, Sections and Exhibits in or to this Supplement unless otherwise
specified; and the term "including" means "including without limitation."
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EXHIBIT 3 TO FORM 8-A
ARTICLE III
Servicing Fee and Interchange
Section 3.01. Servicing Compensation; Interchange.
(a) Servicing Fee. The share of the Servicing Fee allocable
to the Series 1997-1 Certificateholders with respect to any Distribution Date
(the "Monthly Servicing Fee") shall be equal to one-twelfth of the product of
(a) the Servicing Fee Rate and (b) (i) the Adjusted Invested Amount as of the
last day of the Monthly Period preceding such Distribution Date, minus (ii) the
product of the amount, if any, on deposit in the Special Funding Account as of
the last day of the Monthly Period preceding such Distribution Date and the
Series 1997-1 Allocation Percentage with respect to such Monthly Period (the
amount calculated pursuant to this clause (b) is referred to as the "Servicing
Base Amount"); provided, however, that with respect to the first Distribution
Date, the Monthly Servicing Fee shall be equal to $913,978. 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 first Distribution Date, the Class A Servicing Fee shall be
equal to $776,882. 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 first Distribution Date,
the Class B Servicing Fee shall be equal to $73,118. The share of the Monthly
Servicing Fee allocable to the Collateral Interest with respect to any
Distribution Date (the "Collateral Servicing Fee") shall be equal to
one-twelfth of the product of the (a) Collateral Floating Percentage, (b) the
Servicing Fee Rate and (c) the Servicing Base Amount; provided, however, that
with respect to the first Distribution Date, the Collateral Servicing Fee shall
be equal to $63,978. The remainder of the Servicing Fee shall be paid by the
Holders of the Transferor Certificates or the investor certificateholders of
other Series (as provided in the related Supplements) and in no event shall the
Trust, the Trustee or the Series 1997-1 Certificateholders be liable for the
share of the Servicing Fee to be paid by the Holders of the Transferor
Certificates or the investor certificateholders of any other Series. To the
extent that the Class A Servicing Fee, the Class B Servicing Fee and the
Collateral Servicing Fee are not paid in full pursuant to the preceding
provisions of this Section 3.01, and Sections 4.05 and 4.07, they shall be paid
by the Holders of the Transferor Certificates.
(b) Interchange. On or before each Determination Date, the
Transferor shall notify the Servicer of the amount of Interchange to be
included as Series 1997-1 Allocable Finance Charge Collections with respect to
the preceding Monthly Period as determined pursuant to this subsection 3.01(b).
Such amount of Interchange shall be equal to the product of (i) the amount of
Interchange attributable to the Accounts, as reasonably estimated by the
Transferor, and (ii) the Series 1997-1 Allocation Percentage. On each
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EXHIBIT 3 TO FORM 8-A
Transfer Date, the Transferor shall pay to the Servicer, and the Servicer shall
deposit into the Collection Account, in immediately available funds, the amount
of Interchange to be so included as Series 1997-1 Allocable Finance Charge
Collections with respect to the preceding Monthly Period and such Interchange
shall be treated as a portion of Series 1997-1 Allocable Finance Charge
Collections for all purposes of this Supplement and the Agreement.
Notwithstanding the above, if the Rating Agency Condition is satisfied with
respect thereto, the Transferor may, in lieu of transferring Interchange as set
forth above, designate Discount Option Receivables pursuant to Section 2.12 of
the Agreement in an amount approximately equal to the then current Interchange
with respect to the Accounts.
ARTICLE IV
Rights of Series 1997-1 Certificateholders and
Allocation and Application of Collections
Section 4.01. Collections and Allocations.
(a) Allocations. Collections of Finance Charge Receivables
and Principal Receivables and Defaulted Receivables allocated to Series 1997-1
pursuant to Article IV of the Agreement (and, as described herein, Collections
of Finance Charge Receivables reallocated from other Series in Group I) shall
be allocated and distributed or reallocated as set forth in this Article.
(b) Payments to the Transferor. The Servicer shall on Deposit
Dates withdraw from the Collection Account and pay to the Holders of the
Transferor Certificates the following amounts:
(i) an amount equal to the Transferor Percentage for the
related Monthly Period of Series 1997-1 Allocable Finance Charge
Collections to the extent such amount is deposited in the Collection
Account; and
(ii) an amount equal to the Transferor Percentage for the
related Monthly Period of Series 1997-1 Allocable Principal
Collections deposited in the Collection Account, if the Transferor
Amount (determined after giving effect to any Principal Receivables
transferred to the Trust on such Deposit Date) exceeds zero.
The withdrawals to be made from the Collection Account
pursuant to this subsection 4.01(b) do not apply to deposits into the
Collection Account that do not represent Collections, including payment of the
purchase price for the Certificate-holders' Interest pursuant to Section 2.06
or 10.01 of the Agreement, payment of the purchase price for the Series 1997-1
Certificateholders' Interest pursuant to Section 7.01 of this Supplement and
proceeds from the sale, disposition or liquidation of Receivables pursuant to
Section 9.01 or 12.02 of the Agreement.
(c) Allocations to the Series 1997-1 Certificateholders. The
Servicer shall, prior to the close of business on any Deposit Date, allocate
18
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EXHIBIT 3 TO FORM 8-A
to the Series 1997-1 Certificateholders the following amounts as set forth
below:
(i) Allocations of Finance Charge Collections. The Servicer
shall allocate to the Series 1997-1 Certificateholders and retain in
the Collection Account for application as provided herein an amount
equal to the product of (A) the Floating Allocation Percentage and
(B) the Series 1997-1 Allocation Percentage and (C) the aggregate
amount of Collections of Finance Charge Receivables deposited in the
Collection Account on such Deposit Date.
(ii) Allocations of Principal Collections. The Servicer shall
allocate to the Series 1997-1 Certificateholders the following
amounts as set forth below:
(x) Allocations During the Revolving Period. During the
Revolving Period (A) an amount equal to the product of (I)
the sum of the Class B Principal Percentage and the
Collateral Principal Percentage and (II) the Principal
Allocation Percentage and (III) the Series 1997-1 Allocation
Percentage and (IV) the aggregate amount of Collections of
Principal Receivables deposited in the Collection Account on
such Deposit Date, shall be allocated to the Series 1997-1
Certificateholders and retained in the Collection Account
until applied as provided herein and (B) an amount equal to
the product of (I) the Class A Principal Percentage and (II)
the Principal Allocation Percentage and (III) the Series
1997-1 Allocation Percentage and (IV) the aggregate amount of
Collections of Principal Receivables deposited in the
Collection Account on such Deposit Date shall be allocated to
the Series 1997-1 Certificateholders and, to the extent
needed to make any distribution pursuant to subsection
4.05(d)(i), deposited in the Collection Account, and
otherwise first, if any other Principal Sharing Series is
outstanding and in its amortization period or accumulation
period, retained in the Collection Account for application,
to the extent necessary, as Shared Principal Collections on
the related Distribution Date, and second paid to the Holders
of the Transferor Certificates; provided, however, that such
amount to be paid to the Holders of the Transferor
Certificates on any Deposit Date shall be paid to such
Holders only if the Transferor Amount on such Deposit Date is
greater than the Required Transferor Amount (after giving
effect to all Principal Receivables transferred to the Trust
on such day) and otherwise shall be deposited in the Special
Funding Account.
(y) Allocations During the Controlled Accumulation
Period. During the Controlled Accumulation Period (A) an
amount equal to the product of (I) the sum of the Class B
Principal Percentage and the Collateral Principal Percentage
and (II) the Principal Allocation Percentage and (III) the
Series 1997-1 Allocation Percentage and (IV) the aggregate
amount of Collections of Principal Receivables deposited in
the Collection Account on such Deposit Date, shall be
allocated to the Series 1997-1 Certificateholders and
retained in the Collection Account until
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EXHIBIT 3 TO FORM 8-A
applied as provided herein and (B) an amount equal to the
product of (I) the Class A Principal Percentage and (II) the
Principal Allocation Percentage and (III) the Series 1997-1
Allocation Percentage and (IV) the aggregate amount of
Collections of Principal Receivables deposited in the
Collection Account on such Deposit Date (such product for any
such date, a "Percentage Allocation") shall be allocated to
the Series 1997-1 Certificateholders and retained in the
Collection Account until applied as provided herein;
provided, however, that if the sum of such Percentage
Allocation and all preceding Percentage Allocations with
respect to the same Monthly Period exceeds the Controlled
Deposit Amount for the related Distribution Date, then such
excess shall not be treated as a Percentage Allocation and
shall be first, if any other Principal Sharing Series is
outstanding and in its amortization period or accumulation
period, retained in the Collection Account for application,
to the extent necessary, as Shared Principal Collections on
the related Distribution Date, and second paid to the Holders
of the Transferor Certificates only if the Transferor Amount
on such Deposit Date is greater than the Required Transferor
Amount (after giving effect to all Principal Receivables
transferred to the Trust on such day) and otherwise shall be
deposited in the Special Funding Account.
(z) Allocations During the Early Amortization Period.
During the Early Amortization Period, an amount equal to the
product of (A) the Principal Allocation Percentage and (B)
the Series 1997-1 Allocation Percentage and (C) the aggregate
amount of Collections of Principal Receivables deposited in
the Collection Account on such Deposit Date, shall be
allocated to the Series 1997-1 Certificateholders and
retained in the Collection Account until applied as provided
herein; provided, however, that after the date on which an
amount of such Collections equal to the Adjusted Invested
Amount has been deposited into the Collection Account and
allocated to the Series 1997-1 Certificateholders, such
amount shall be first, if any other Principal Sharing Series
is outstanding and in its amortization period or accumulation
period, retained in the Collection Account for application,
to the extent necessary, as Shared Principal Collections on
the related Distribution Date, and second paid to the Holders
of the Transferor Certificates only if the Transferor Amount
on such date is greater than the Required Transferor Amount
(after giving effect to all Principal Receivables transferred
to the Trust on such day) and otherwise shall be deposited in
the Special Funding Account.
Section 4.02. Determination of Monthly Interest; Interest
Funding Account.
(a) The amount of monthly interest ("Class A Monthly
Interest") distributable from the Collection Account with respect to the Class
A Certificates on any 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 period from (and including) the immediately preceding Distribution Date (or
in the case of the first Distribution Date, the Closing Date) to (but
20
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EXHIBIT 3 TO FORM 8-A
excluding) such Distribution Date and the denominator of which is 360, times
(B) the Class A Certificate Rate and (ii) the outstanding principal balance of
the Class A Certificates as of close of business on the last day of the
preceding Monthly Period (or, in the case of the first Distribution Date, the
Closing Date).
On the Determination Date preceding each Distribution Date,
the Servicer shall determine the excess, if any (the "Class A Interest
Shortfall"), of (x) the Class A Monthly Interest for such Distribution Date
over (y) the aggregate amount of funds allocated and available to pay such
Class A Monthly Interest on such Distribution Date. If the Class A Interest
Shortfall with respect to any Distribution Date is greater than zero, on each
subsequent Distribution Date until such Class A Interest Shortfall is fully
paid, an additional amount ("Class A Additional Interest") equal to the product
of (i) (A) a fraction, the numerator of which is the actual number of days in
the period from (and including) the immediately preceding Distribution Date to
(but excluding) such Distribution Date and the denominator of which is 360,
times (B) the sum of (x) the Class A Certificate Rate and (y) 2.0% per annum
and (ii) such Class A Interest Shortfall (or the portion thereof which has not
been paid to the Class A Certificateholders or deposited in the Interest
Funding Account with respect to the Class A Certificates) 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 the 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 any 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 period from (and including) the immediately preceding Distribution Date
(or, in the case of the first Distribution Date, the Closing Date) to (but
excluding) such Distribution Date and the denominator of which is 360, times
(B) the Class B Certificate Rate and (ii) the Class B Invested Amount as of the
close of business on the last day of the preceding Monthly Period (or, in the
case of the first Distribution Date, the Closing Date).
On the Determination Date preceding each Distribution Date,
the Servicer shall determine the excess, if any (the "Class B Interest
Shortfall"), of (x) the Class B Monthly Interest for such Distribution Date
over (y) the aggregate amount of funds allocated and available to pay such
Class B Monthly Interest on such Distribution Date. If the Class B Interest
Shortfall with respect to any Distribution Date is greater than zero, on each
subsequent Distribution Date until such Class B Interest Shortfall is fully
paid, an additional amount ("Class B Additional Interest") equal to the product
of (i) (A) a fraction, the numerator of which is the actual number of days in
the period from (and including) the immediately preceding Distribution Date to
(but excluding) such Distribution Date and the denominator of which is 360,
times (B) the sum of (x) the Class B Certificate Rate and (y) 2.0% per annum
and (ii) such Class B Interest Shortfall (or the portion thereof which has not
been paid to the Class B Certificateholders or deposited in the Interest
Funding Account with respect to the Class B Certificates) shall be payable as
provided herein with respect to the Class
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EXHIBIT 3 TO FORM 8-A
B Certificates. Notwithstanding anything to the contrary herein, Class B
Additional Interest shall be payable or distributed to the Class B
Certificateholders only to the extent permitted by applicable law.
(c)(i) The Servicer, for the benefit of the Series 1997-1
Certificateholders, shall establish and maintain in the name of the
Trustee, on behalf of the Trust, an Eligible Deposit Account (the
"Interest Funding Account"), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the
Series 1997-1 Certificateholders. The Interest Funding Account shall
initially be established with the Trustee.
(ii) At the written direction of the Servicer, funds on
deposit in the Interest 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 1997-1 Certificateholders; provided, that on each
Distribution Date all interest and other investment income (net of
losses and investment expenses) ("Interest Funding Investment
Proceeds") on funds on deposit therein shall be applied as set forth
in paragraph (iii) below. Funds on deposit in the Interest 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. Unless the
Servicer directs otherwise, funds deposited in the Interest Funding
Account on a Transfer Date (which immediately precedes a Payment
Date) upon the maturity of any Eligible Investments are not required
to be invested overnight. No such Eligible Investment shall be
disposed of prior to its maturity; provided, however, that the
Trustee may sell, liquidate or dispose of any such Eligible
Investment before its maturity, at the written direction of the
Servicer, if such sale, liquidation or disposal would not result in a
loss of all or part of the principal portion of such Eligible
Investment or if, prior to the maturity of such Eligible Investment,
a default occurs in the payment of principal, interest or any other
amount with respect to such Eligible Investment.
(iii) On each Distribution Date, the Trustee shall, in
accordance with the applicable Monthly Servicer's Certificate,
withdraw from the Interest Funding Account all Interest Funding
Investment Proceeds then on deposit in the Interest Funding Account
and such Interest Funding Investment Proceeds shall be treated as
collections of Finance Charge Receivables allocable to Series 1997-1.
(iv) Reinvested interest and other investment income on funds
deposited in the Interest Funding Account shall not be considered to
be principal amounts on deposit therein for purposes of this
Supplement.
(d)(i) The Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the Interest
Funding Account and in all proceeds thereof. The Interest Funding
Account shall be under the sole dominion and control of the Trustee
for the benefit of the Series 1997-1 Certificateholders. If, at any
time, the Interest Funding Account ceases to be an Eligible Deposit
Account, the Trustee
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EXHIBIT 3 TO FORM 8-A
(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 Interest Funding Account
meeting the conditions specified in paragraph (c)(i) above as an
Eligible Deposit Account and shall transfer any cash or any
investments to such new Interest Funding Account.
(ii) Pursuant to the authority granted to the Servicer in
subsection 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 to make withdrawals and payments from the
Interest 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 5.01 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 Interest Funding
Account for the purpose of making distributions to the Series 1997-1
Certificateholders.
(e) The amount of monthly interest ("Collateral Monthly
Interest") distributable from the Collection Account with respect to the
Collateral Invested Amount on any 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 period from (and including) the immediately preceding
Distribution Date (or, in the case of the first Distribution Date, the Closing
Date) to (but excluding) such Distribution Date and the denominator of which is
360, times (B) the Collateral Rate in effect with respect to the period from
(and including) the immediately preceding Distribution Date (or in the case of
the first Distribution Date, the Closing Date) to (but excluding) such
Distribution Date, and (ii) the Collateral Invested Amount as of the close of
business on the last day of the preceding Monthly Period (or, in the case of
the first Distribution Date, the Closing Date).
On the Determination Date preceding each Distribution Date,
the Servicer shall determine an amount (the "Collateral Interest Shortfall")
equal to (x) the aggregate Collateral Monthly Interest for such Distribution
Date minus (y) the aggregate amount of funds allocated and available to pay
such Collateral Monthly Interest on such Distribution Date. If the Collateral
Interest Shortfall with respect to any Distribution Date is greater than zero,
on each subsequent Distribution Date until such Collateral Interest Shortfall
is fully paid, an additional amount ("Collateral Additional Interest") shall be
payable as provided herein with respect to the Collateral Invested 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 immediately preceding
Distribution Date to (but excluding) such Distribution Date and the denominator
of which is 360, times (B) the Collateral Rate in effect with respect to the
period from (and including) the immediately preceding Distribution Date to (but
excluding) such Distribution Date, and (ii) such Collateral Interest Shortfall
(or the portion thereof which has not been paid to the Collateral Interest
Holder). Notwithstanding anything to the contrary herein, Collateral Additional
Interest shall be payable or distributed to the Collateral Interest Holder only
to the extent permitted by applicable law.
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EXHIBIT 3 TO FORM 8-A
Section 4.03. Principal Funding Account; Controlled
Accumulation Period.
(a)(i) The Servicer, for the benefit of the Series 1997-1
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 1997-1 Certificateholders. The
Principal Funding Account shall initially be established with 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 1997-1 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 immediately preceding the following Distribution Date.
Unless the Servicer directs otherwise, funds deposited in the
Principal Funding Account on a Transfer Date (which immediately
precedes a Payment Date) upon the maturity of any Eligible
Investments are not required to be invested overnight. No such
Eligible Investment shall be disposed of prior to its maturity;
provided, however, that the Trustee may sell, liquidate or dispose of
any such Eligible Investment before its maturity, at the written
direction of the Servicer, if such sale, liquidation or disposal
would not result in a loss of all or part of the principal portion of
such Eligible Investment or if, prior to the maturity of such
Eligible Investment, a default occurs in the payment of principal,
interest or any other amount with respect to such Eligible
Investment.
(iii) On each Distribution Date with respect to the
Controlled Accumulation Period, the Trustee shall, in accordance with
the applicable Monthly Servicer's Certificate, withdraw from the
Principal Funding Account all Principal Funding Investment Proceeds
then on deposit in the Principal Funding Account and such Principal
Funding Investment Proceeds shall be treated as a portion of Class A
Available Funds.
(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.
(b)(i) 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 1997-1 Certificateholders. If, at any
time, the Principal Funding Account ceases to be an Eligible Deposit
Account, the Trustee
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EXHIBIT 3 TO FORM 8-A
(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 Principal Funding Account
meeting the conditions specified in paragraph (a)(i) above as an
Eligible Deposit Account and shall transfer any cash or any
investments to such new Principal Funding Account.
(ii) Pursuant to the authority granted to the Servicer in
subsection 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 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 5.01 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
1997-1 Certificateholders.
(c) The Controlled Accumulation Period is scheduled to
commence at the close of business on March 31, 2001; provided, however, that if
the Controlled Accumulation Period Length (determined as described below) is
less than twelve (12) months, the date on which the Controlled Accumulation
Period actually commences will be delayed to the close of business on the last
day of the month preceding the month that is the number of months prior to the
Expected Final Payment Date at least equal to the Controlled Accumulation
Period Length and, as a result, the number of Monthly Periods in the Controlled
Accumulation Period will at least equal the Controlled Accumulation Period
Length. On the Determination Date immediately preceding the March 2001
Distribution Date, and on each Determination Date thereafter that occurs prior
to the Determination Date occurring in the Monthly Period in which the
Controlled Accumulation Period commences, the Servicer will determine the
"Controlled Accumulation Period Length" which will equal the number of months
such that the sum of the Controlled Accumulation Period Factors for each month
during such period will be equal to or greater than the Required Accumulation
Factor Number; provided, however, that the Controlled Accumulation Period
Length shall not be less than one month. Notwithstanding the foregoing, if the
Controlled Accumulation Period Length shall have been determined to be less
than twelve (12) months and, after the date on which such determination is
made, a Pay Out Event or Reinvestment Event (as those terms are defined in the
Supplement for such Series) shall occur with respect to any outstanding
Principal Sharing Series other than Series 1997-1, the Controlled Accumulation
Period will commence on the earlier of (i) the first day of the Monthly Period
immediately succeeding the date that such Pay Out Event or Reinvestment Event
shall have occurred with respect to such Series and (ii) the date on which the
Controlled Accumulation Period is then scheduled to commence.
Section 4.04. 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 (x) the sum of (i) Class A Monthly Interest
for such Distribution Date, (ii) any Class A Monthly Interest
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EXHIBIT 3 TO FORM 8-A
previously due but not paid to the Class A Certificateholders or deposited to
the Interest Funding Account on a prior Distribution Date, (iii) any Class A
Additional Interest for such Distribution Date and (iv) any Class A Additional
Interest previously due but not paid to the Class A Certificateholders or
deposited to the Interest Funding Account on a prior Distribution Date, (v) if
AT&T Universal or an Affiliate of AT&T Universal is no longer the Servicer, the
Class A Servicing Fee for such Distribution Date, (vi) if AT&T Universal or an
Affiliate of AT&T Universal is no longer the Servicer, any Class A Servicing
Fee previously due but not paid to the Servicer, and (vii) the Class A Investor
Default Amount, if any, for such Distribution Date exceeds (y) the Class A
Available Funds. In the event that the difference between (x) the Class A
Required Amount for such Distribution Date and (y) the amount of Excess Spread
and Excess Finance Charge Collections applied with respect thereto pursuant to
subsection 4.07(a) on such Distribution Date is greater than zero, the Servicer
shall give written notice to the Trustee of such excess Class A Required Amount
on the date of computation.
(b) With respect to each Distribution Date, on the related
Determination Date, the Servicer shall determine the amount (the "Class B
Required Amount"), if any, equal to the sum of (x) 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 or deposited to the Interest Funding Account on a prior
Distribution Date, (iii) Class B Additional Interest, if any, for such
Distribution Date, (iv) any Class B Additional Interest previously due but not
paid to the Class B Certificateholders or deposited to the Interest Funding
Account on a prior Distribution Date, (v) if AT&T Universal or an Affiliate of
AT&T Universal is no longer the Servicer, the Class B Servicing Fee for such
Distribution Date and (vi) if AT&T Universal or an Affiliate of AT&T Universal
is no longer the Servicer, any Class B Servicing Fee previously due but not
paid to the Servicer exceeds (B) the Class B Available Funds and (y) the Class
B Investor Default Amount for such Distribution Date. In the event that the
difference between (x) the Class B Required Amount for such Distribution Date
and (y) the amount of Excess Spread and Excess Finance Charge Collections
applied with respect thereto pursuant to subsection 4.07(c) on such
Distribution Date is greater than zero, the Servicer shall give written notice
to the Trustee of such excess Class B Required Amount on the date of
computation.
Section 4.05. Application of Class A Available Funds, Class B
Available Funds, Collateral Available Funds and Available Principal
Collections. The Servicer shall apply, or shall cause the Trustee to apply by
written instruction to the Trustee, on each Distribution Date, Class A
Available Funds, Class B Available Funds, Collateral Available Funds and
Available Principal Collections on deposit in the Collection Account 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 or
deposited in the following priority:
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EXHIBIT 3 TO FORM 8-A
(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 Class A Certificateholders or
deposited to the Interest Funding Account 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 Class A Certificateholders or deposited to the
Interest Funding Account on a prior Distribution Date, shall be
deposited in the Interest Funding Account for distribution to the
Paying Agent for payment to Class A Certificateholders on the
applicable Payment Date;
(ii) if AT&T Universal or an Affiliate of AT&T Universal is
no longer the Servicer, 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 (unless such
amount has been netted against deposits to the Collection Account in
accordance with Section 4.03 of the Agreement);
(iii) an amount equal to the Class A Investor Default Amount
for such Distribution Date shall be treated as a portion of Available
Principal Collections for such Distribution Date; and
(iv) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed or deposited as set forth in
Section 4.07.
(b) On each Distribution Date, an amount equal to the Class B
Available Funds with respect to such Distribution Date will be distributed or
deposited 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 Class B Certificateholders or
deposited to the Interest Funding Account 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 Class B Certificateholders or deposited to the
Interest Funding Account on a prior Distribution Date, shall be
deposited in the Interest Funding Account for distribution to the
Paying Agent for payment to Class B Certificateholders on the
applicable Payment Date;
(ii) if AT&T Universal or an Affiliate of AT&T Universal is
no longer the Servicer, 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 (unless such
amount has been netted against deposits to the Collection Account in
accordance with Section 4.03 of the Agreement); and
(iii) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed or deposited as set forth in
Section 4.07.
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EXHIBIT 3 TO FORM 8-A
(c) On each Distribution Date, an amount equal to the
Collateral Available Funds with respect to such Distribution Date will be
distributed or deposited in the following priority:
(i) if AT&T Universal or an Affiliate of AT&T Universal is no
longer the Servicer, an amount equal to the Collateral Servicing Fee
for such Distribution Date, plus the amount of any Collateral
Servicing Fee previously due but not distributed to the Servicer on
a prior Distribution Date, shall be distributed to the Servicer
(unless such amount has been netted against deposits to the
Collection Account in accordance with Section 4.03 of the
Agreement); and
(ii) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed or deposited as set forth in
Section 4.07.
(d) On each Distribution Date with respect to the Revolving
Period, an amount equal to the Available Principal Collections deposited in the
Collection Account for the related Monthly Period shall be distributed in the
following order of priority:
(i) an amount equal to the excess, if any, of the Collateral
Invested Amount over the Required Collateral Invested Amount shall
be paid to the Collateral Interest Holder for application in
accordance with the Loan Agreement; and
(ii) the balance of such Available Principal Collections
shall be treated as Shared Principal Collections and applied in
accordance with Section 4.04 of the Agreement.
(e) On each Distribution Date with respect to the Controlled
Accumulation Period, an amount equal to the Available Principal Collections
deposited in the Collection Account for the related Monthly Period shall be
distributed in the following order of priority:
(i) an amount equal to the lesser of (x) the Controlled
Deposit Amount and (y) the sum of the Class A Adjusted Invested
Amount and the Class B Adjusted Invested Amount shall be deposited
in the Principal Funding Account;
(ii) for each Distribution Date prior to the Distribution
Date on which the Class B Invested Amount is paid in full, after
giving effect to paragraph (i) above, an amount equal to the
balance, if any, of such Available Principal Collections shall be
paid to the Collateral Interest Holder for application in accordance
with the Loan Agreement to the extent the Collateral Invested Amount
exceeds the Required Collateral Invested Amount;
(iii) for each Distribution Date beginning on the
Distribution Date on which the Class B Invested Amount shall have
been paid in full, an amount up to the Collateral Invested Amount
shall be paid to the Collateral Interest Holder for application in
accordance with the Loan Agreement; and
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EXHIBIT 3 TO FORM 8-A
(iv) the balance of such Available Principal Collections
shall be treated as Shared Principal Collections and applied in
accordance with Section 4.04 of the Agreement.
(f) On each Distribution Date with respect to the Early
Amortization Period, an amount equal to Available Principal Collections
deposited in the Collection Account for the related Monthly Period shall be
distributed or deposited in the following order of priority:
(i) an amount up to the Class A Adjusted Invested Amount on
such Distribution Date shall be deposited in the Principal Funding
Account for distribution to the Class A Certificateholders;
(ii) for each Distribution Date beginning on the Distribution
Date on which the Class A Invested Amount is paid in full, an amount
up to the Class B Adjusted Invested Amount on such Distribution Date
shall be deposited in the Principal Funding Account for distribution
to the Class B Certificateholders;
(iii) for each Distribution Date beginning on the
Distribution Date on which the Class B Invested Amount is paid in
full, an amount up to the Collateral Invested Amount on such
Distribution Date shall be paid to the Collateral Interest Holder
for application in accordance with the Loan Agreement; and
(iv) for each Distribution Date, after giving effect to
paragraphs (i), (ii) and (iii) above, an amount equal to the
balance, if any, of such Available Principal Collections will be
treated as Shared Principal Collections and applied in accordance
with Section 4.04 of the Agreement.
Section 4.06. Defaulted Amounts; Investor Charge-Offs.
(a) On each Determination Date, the Servicer shall calculate
the Class A Investor Default Amount, if any, for the related Distribution Date.
If, on any Distribution Date, the Class A Required Amount for the related
Monthly Period exceeds the sum of (x) the amount of Reallocated Principal
Collections allocated to Series 1997-1 with respect to such Monthly Period and
(y) the amount of Excess Spread and the Excess Finance Charge Collections
allocable to Series 1997-1 with respect to such Monthly Period, the Collateral
Invested Amount, if any, will be reduced by the amount of such excess, but not
by more than the Class A Investor Default Amount for such Distribution Date. In
the event that such reduction would cause the Collateral Invested Amount to be
a negative number, the Collateral Invested Amount will be reduced to zero and
the Class B Invested Amount shall be reduced by the amount by which the
Collateral Invested Amount would have been reduced below zero, but not by more
than the excess, if any, of the Class A Investor Default Amount for such
Distribution Date over the amount of such reduction, if any, of the Collateral
Invested Amount with respect to 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
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EXHIBIT 3 TO FORM 8-A
zero, but not by more than the excess, if any, of the Class A Investor Default
Amount for such Distribution Date over the aggregate amount of the reductions,
if any, of the Collateral Invested Amount and the Class B Invested 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 Charge Collections allocated and available for that purpose
pursuant to subsection 4.07(b). References to "negative numbers" above shall be
determined without regard to the requirement that the Invested Amount of a
Class not be reduced below zero.
(b) On each Determination Date, the Servicer shall calculate
the Class B Investor Default 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
Charge Collections allocated to Series 1997-1 with respect to the related
Monthly Period which are allocated and available to pay such amount pursuant to
subsection 4.07(c) and (y) the Reallocated Principal Collections allocable to
the Collateral Interest and not required to pay the Class A Required Amount
with respect to such Distribution Date, then the Collateral Invested Amount
shall be reduced by the amount of such excess. In the event that such reduction
would cause the Collateral Invested Amount to be a negative number, the
Collateral Invested Amount shall be reduced to zero, and the Class B Invested
Amount shall be reduced by the amount by which the Collateral Invested Amount
would have been reduced below zero, but not by more than the excess, if any, of
the Class B Investor Default Amount for such Distribution Date over the amount
of such reduction, if any, of the Collateral Invested Amount with respect to
such Distribution Date (a "Class B Investor Charge-Off"). Class B Investor
Charge-Offs shall thereafter be reimbursed and the Class B Invested Amount
increased (but not by an amount in excess of the aggregate unreimbursed Class B
Investor Charge-Offs) on any Distribution Date by the amount of Excess Spread
and Excess Finance Charge Collections allocated and available for that purpose
pursuant to subsection 4.07(d). References to "negative numbers" above shall be
determined without regard to the requirement that the Invested Amount of a
Class not be reduced below zero.
(c) On each Determination Date, the Servicer shall calculate
the Collateral Default Amount. If on any Distribution Date the Collateral
Default Amount for the previous Monthly Period exceeds the amount of Excess
Spread and Excess Finance Charge Collections allocated to Series 1997-1 with
respect to the related Monthly Period which are allocated and available to pay
such amount pursuant to subsection 4.07(g), the Collateral Invested Amount will
be reduced by the amount of such excess but not by more than the lesser of the
Collateral Default Amount and the Collateral Invested Amount for such
Distribution Date (a "Collateral Charge-Off"). The Collateral Invested Amount
will be reimbursed after any reduction pursuant to this Section 4.06 on any
Distribution Date by the amount of Excess Spread and Excess Finance Charge
Collections allocated and available on such Distribution date for that purpose
as described under subsection 4.07(h).
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EXHIBIT 3 TO FORM 8-A
Section 4.07. Excess Spread; Excess Finance Charge
Collections. The Servicer shall apply, or shall cause the Trustee to apply by
written instruction to the Trustee, on each Distribution Date, Excess Spread
and Excess Finance Charge Collections allocated to Series 1997-1 with respect
to the related Monthly Period, to make the following distributions or deposits
in the following order of 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 the Class A Required Amount in accordance with, and
in the priority set forth in, subsections 4.05(a)(i), (ii) and
(iii);
(b) an amount equal to the aggregate amount of Class A
Investor Charge-Offs which have not been previously reimbursed shall
be treated as a portion of Available Principal Collections for such
Distribution Date;
(c) an amount equal to the Class B Required Amount, if any,
with respect to such Distribution Date will be used to fund the
Class B Required Amount and be applied first in accordance with, and
in the priority set forth in, subsections 4.05(b) (i) and (ii) and
then any remaining amount up to the amount of the Class B Investor
Default Amount shall be treated as a portion of Available Principal
Collections for such Distribution Date;
(d) 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 2.01 of this Supplement (but not in excess of the aggregate
amount of such reductions which have not been previously reimbursed)
shall be treated as a portion of Available Principal Collections for
such Distribution Date;
(e) an amount equal to Collateral Monthly Interest for such
Distribution Date, plus the amount of any Collateral Monthly
Interest previously due but not distributed to the Collateral
Interest Holder on a prior Distribution Date, plus the amount of any
Collateral Additional Interest for such Distribution Date and any
Collateral Additional Interest previously due but not distributed to
the Collateral Interest Holder on a prior Distribution Date, shall
be distributed to the Collateral Interest Holder for application in
accordance with the Loan Agreement;
(f) an amount equal to the Monthly Servicing Fee for such
Distribution Date that has not been paid to the Servicer and any
Monthly Servicing Fee due but not paid to the Servicer on a prior
Distribution Date shall be paid to the Servicer;
(g) an amount equal to the Collateral Default Amount, if any,
for such Distribution Date shall be treated as a portion of
Available Principal Collections for such Distribution Date;
(h) an amount equal to the aggregate amount by which the
Collateral Invested Amount has been reduced pursuant to clauses (c),
(d) and (e) of
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EXHIBIT 3 TO FORM 8-A
the definition of "Collateral Invested Amount" (but not in excess of
the aggregate amount of such reductions which have not been
previously reimbursed) shall be treated as a portion of Available
Principal Collections for such Distribution Date;
(i) on each Distribution Date from and after the Reserve
Account Funding Date, but prior to the date on which the Reserve
Account terminates pursuant to subsection 4.12(f), an amount up to
the excess, if any, of the Required Reserve Account Amount over the
Available Reserve Account Amount shall be deposited into the Reserve
Account;
(j) an amount equal to the aggregate of any other amounts
then required to be applied pursuant to the Loan Agreement (to the
extent such amounts are required to be applied pursuant to the Loan
Agreement out of Excess Spread and Excess Finance Charge
Collections) shall be distributed to the Collateral Interest Holder
for application in accordance with the Loan Agreement; and
(k) the balance, if any, will constitute a portion of Excess
Finance Charge Collections for such Distribution Date and will be
available for allocation to other Series or to the Holders of the
Transferor Certificates as described in Section 4.09.
Section 4.08. Reallocated Principal Collections. On each
Distribution Date, the Servicer shall apply, or shall cause the Trustee to
apply, Reallocated Principal Collections with respect to such Distribution
Date, to make the following distributions or deposits in the following order of
priority:
(a) an amount equal to the excess, if any, of (i) the Class A
Required Amount, if any, with respect to such Distribution Date over
(ii) the amount of Excess Spread and Excess Finance Charge
Collections allocated to Series 1997-1 with respect to the related
Monthly Period shall be distributed by the Trustee to fund any
deficiency pursuant to and in the priority set forth in subsections
4.05(a)(i), (ii) and (iii); and
(b) an amount equal to the excess, if any, of (i) the Class B
Required Amount, if any, with respect to such Distribution Date over
(ii) the amount of Excess Spread and Excess Finance Charge
Collections allocated and available to the Class B Certificates
pursuant to subsection 4.07(c) on such Distribution Date shall be
applied first to fund any deficiency pursuant to subsections
4.05(b)(i) and (ii) and then to fund any deficiency pursuant to and
in the priority set forth in subsection 4.07(c).
On each Distribution Date, the Collateral Invested Amount
shall be reduced by the amount of Reallocated Principal Collections for such
Distribution Date. In the event that such reduction would cause the Collateral
Invested Amount (after giving effect to any Collateral Charge-Offs for such
Distribution Date) to be a negative number, the Collateral Invested Amount
(after giving effect to any Collateral Charge-Offs for such Distribution Date)
shall be reduced to zero and the Class B Invested Amount
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EXHIBIT 3 TO FORM 8-A
shall be reduced by the amount by which the Collateral Invested Amount would
have been reduced below zero. In the event that the reallocation of Reallocated
Principal Collections would cause the Class B Invested Amount (after giving
effect to any Class B Investor Charge-Offs for such Distribution Date) to be a
negative number on any Distribution Date, Reallocated Principal Collections
shall be reallocated on such Distribution Date in an aggregate amount not to
exceed the amount which would cause the Class B Invested Amount (after giving
to any Class B Investor Charge-Offs for such Distribution Date) to be reduced
to zero. References to "negative numbers" above shall be determined without
regard to the requirement that the Invested Amount of a Class not be reduced
below zero.
Section 4.09. Excess Finance Charge Collections. Series
1997-1 shall be an Excess Allocation Series. On each Distribution Date, (a) the
Servicer shall allocate the aggregate amount for all outstanding Excess
Allocation Series that the related Supplements specify are to be treated as a
portion of Excess Finance Charge Collections for such Distribution Date
(collectively, "Excess Finance Charge Collections"), pro rata, in proportion to
the Finance Charge Shortfalls (as such term is defined in the Supplement for
each such Series), if any, with respect to each such Series 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 Transferor
Certificates an amount equal to the excess, if any, of (x) the Excess Finance
Charge Collections for such Distribution Date over (y) the aggregate amount for
all Excess Allocation Series that the related Supplements specify are Finance
Charge Shortfalls (as such term is defined in the Supplement for each such
Series) for such Distribution Date; provided, however, that the sharing of
Excess Finance Charge Collections among Excess Allocation Series will cease if
the Transferor shall deliver to the Trustee an Officer's Certificate to the
effect that, in the reasonable belief of the Transferor, the continued sharing
of Excess Finance Charge Collections among Excess Allocation Series would have
adverse regulatory implications with respect to the Transferor, UCS or any
Account Owner. Following the delivery by the Transferor of such an Officer's
Certificate to the Trustee, there will not be any further sharing of Excess
Finance Charge Collections among Excess Allocation Series. The "Finance Charge
Shortfall" for Series 1997-1 for any Distribution Date will be equal to the
excess, if any, of (a) the full amount required to be paid, without
duplication, pursuant to subsections 4.05(a), 4.05(b) and 4.05(c) and
subsections 4.07(a) through (j) on such Distribution Date over (b) the sum of
(i) the Reallocated Investor Finance Charge Collections, (ii) if such Monthly
Period relates to a Distribution Date with respect to the Controlled
Accumulation Period or Early Amortization Period, the amount of Principal
Funding Investment Proceeds, if any, with respect to such Distribution Date and
(iii) the amount of funds, if any, to be withdrawn from the Reserve Account
which, pursuant to subsection 4.12(d), are required to be included in Class A
Available Funds with respect to such Distribution Date.
Section 4.10. Reallocated Investor Finance Charge
Collections.
(a) That portion of Group I Investor Finance Charge
Collections for any Distribution Date equal to the amount of Reallocated
Investor Finance
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EXHIBIT 3 TO FORM 8-A
Charge Collections for such Distribution Date will be allocated to Series
1997-1 and will be distributed as set forth in this Supplement.
(b) Reallocated Investor Finance Charge Collections with
respect to any Distribution Date shall equal the sum of (i) the aggregate
amount of Series 1997-1 Monthly Interest, Investor Default Amount, Series
1997-1 Monthly Fees and Series 1997-1 Additional Amounts for such Distribution
Date and (ii) that portion of excess Group I Investor Finance Charge
Collections to be included in Reallocated Investor Finance Charge Collections
pursuant to subsection (c) hereof; provided, however, that if the amount of
Group I Investor Finance Charge Collections for such Distribution Date is less
than the sum of (w) Group I Investor Monthly Interest, (x) Group I Investor
Default Amount, (y) Group I Investor Monthly Fees and (z) Group I Investor
Additional Amounts, then Reallocated Investor Finance Charge Collections shall
equal the sum of the following amounts for such Distribution Date:
(A) The product of (I) Group I Investor Finance Charge
Collections (up to the amount of Group I Investor Monthly Interest)
and (II) a fraction, the numerator of which is Series 1997-1 Monthly
Interest and the denominator of which is Group I Investor Monthly
Interest;
(B) the product of (I) Group I Investor Finance Charge
Collections less the amount of Group I Investor Monthly Interest (up
to the Group I Investor Default Amount) and (II) a fraction, the
numerator of which is the Investor Default Amount and the
denominator of which is the Group I Investor Default Amount;
(C) the product of (I) Group I Investor Finance Charge
Collections less the amount of Group I Investor Monthly Interest and
the Group I Investor Default Amount (up to Group I Investor Monthly
Fees) and (II) a fraction, the numerator of which is Series 1997-1
Monthly Fees and the denominator of which is Group I Investor
Monthly Fees; and
(D) the product of (I) Group I Investor Finance Charge
Collections less the sum of (i) Group I Investor Monthly Interest,
(ii) the Group I Investor Default Amount and (iii) Group I Investor
Monthly Fees and (II) a fraction, the numerator of which is Series
1997-1 Additional Amounts and the denominator of which is Group I
Investor Additional Amounts.
(c) If the amount of Group I Investor Finance Charge
Collections for such Distribution Date exceeds the sum of (i) Group I Investor
Monthly Interest, (ii) Group I Investor Default Amount, (iii) Group I Investor
Monthly Fees and (iv) Group I Investor Additional Amounts, then Reallocated
Investor Finance Charge Collections for such Distribution Date shall include an
amount equal to the product of (x) the amount of such excess and (y) a
fraction, the numerator of which is the Invested Amount as of the last day of
the second preceding Monthly Period (or, for Series 1997-1 only, with respect
to the first Distribution Date, as of the Closing Date) and the denominator of
which is the sum of such Invested Amount and the aggregate invested amounts for
all other Series included in Group I as of such last day (or, for Series 1997-1
only, with respect to the First Distribution Date, as of the Closing Date).
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EXHIBIT 3 TO FORM 8-A
Section 4.11. Shared Principal Collections. Subject to
Section 4.04 of the Agreement, Shared Principal Collections for any
Distribution Date will be allocated to Series 1997-1 in an amount equal to the
product of (x) the aggregate amount of Shared Principal Collections with
respect to all Principal Sharing Series for such Distribution Date and (y) a
fraction, the numerator of which is the Series 1997-1 Principal Shortfall 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 for
such Distribution Date. The "Series 1997-1 Principal Shortfall" will be equal
to (a) for any Distribution Date with respect to the Revolving Period, zero,
(b) for any Distribution Date with respect to the Controlled Accumulation
Period, the excess, if any, of the Controlled Deposit Amount with respect to
such Distribution Date over the amount of Available Principal Collections for
such Distribution Date (excluding any portion thereof attributable to Shared
Principal Collections) and (c) for any Distribution Date with respect to the
Early Amortization Period, the excess, if any, of the Invested Amount over the
amount of Available Principal Collections for such Distribution Date (excluding
any portion thereof attributable to Shared Principal Collections).
Section 4.12. 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 Class A
Certificateholders and the Collateral Interest Holder, an Eligible Deposit
Account (the "Reserve Account") bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the Class A
Certificateholders and the Collateral Interest Holder. 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 Class A
Certificateholders and the Collateral Interest Holder. 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 shall consent)
establish a new Reserve Account meeting the conditions specified above as an
Eligible Deposit Account, and shall transfer any cash or any investments to
such new Reserve Account. The Trustee, at the direction of the Servicer, shall
(i) make withdrawals from the Reserve Account from time to time in an amount up
to the Available Reserve Account Amount at such 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, subsection 4.07(i).
(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 following
Transfer Date. The Trustee shall maintain for the benefit of the Class A
Certificateholders
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EXHIBIT 3 TO FORM 8-A
and the Collateral Interest Holder possession of the negotiable instruments or
securities, if any, evidencing such Eligible Investments. No such Eligible
Investment shall be disposed of prior to its maturity; provided, however, that
the Trustee may sell, liquidate or dispose of any such Eligible Investment
before its maturity, at the written direction of the Servicer, if such sale,
liquidation or disposal would not result in a loss of all or part of the
principal portion of such Eligible Investment or if, prior to the maturity of
such Eligible Investment, a default occurs in the payment of principal,
interest or any other amount with respect to such Eligible Investment. 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 Available Reserve Account Amount 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 1997-1. 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 Controlled Accumulation Period 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 4.07(i) with respect to such Distribution Date or Special Payment
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 Available
Reserve Account Amount, 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 Collateral
Interest Holder for application in accordance with the Loan Agreement, an
amount equal to such Reserve Account Surplus.
(f) Upon the earliest to occur of (i) the day on which the
Invested Amount is paid in full to the Series 1997-1 Certificateholders, (ii)
if the Controlled Accumulation Period has not commenced, the occurrence of a
Pay Out Event with respect to Series 1997-1, (iii) if the Controlled
Accumulation Period has commenced, the earlier of the first Special Payment
Date and the Expected Final Payment Date and (iv) the termination of the Trust
pursuant to
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EXHIBIT 3 TO FORM 8-A
the Agreement, the Trustee, acting in accordance with the instructions of the
Servicer, after the prior payment of all amounts owing to the Class A
Certificateholders which are payable from the Reserve Account as provided
herein, shall withdraw from the Reserve Account and pay to the Collateral
Interest Holder for application in accordance with the Loan Agreement 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.
Section 4.13. Determination of LIBOR.
(a) On each LIBOR Determination Date, the Trustee will
determine LIBOR, which shall be the rate for deposits in United States dollars
for a period equal to the relevant Interest Period (commencing on the first day
of such Interest Period) which appears on Telerate page 3750 as of 11:00 a.m.,
London time, on such date. Upon such determination, the Trustee shall notify
the Servicer of LIBOR for such LIBOR Determination Date. If such rate does not
appear on Telerate Page 3750, the rate for the LIBOR Determination Date will be
determined on the basis of the rates at which deposits in United States dollars
are offered by the Reference Banks at approximately 11:00 a.m., London time, on
that day to prime banks in the London interbank market for a period equal to
the relevant Interest Period (commencing on the first day of such Interest
Period). The Servicer will request the principal London office of each of the
Reference Banks to provide a quotation of its rate. If at least two such
quotations are provided, the rate for that LIBOR Determination Date will be the
arithmetic mean of the quotations. If fewer than two quotations are provided as
requested, the rate for that LIBOR Determination Date will be the arithmetic
mean of the rates quoted by major banks in New York City, selected by the
Servicer, 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 equal to
the relevant Interest Period (commencing on the first day of such Interest
Period). If the banks selected by the Servicer are not quoting rates as
provided in the immediately preceding sentence, LIBOR for such Interest Period
will be LIBOR in effect for the immediately preceding Interest Period.
(b) The Servicer shall determine, and promptly notify the
Trustee of, the Class A Certificate Rate and the Class B Certificate Rate for
the applicable Interest Period. The Class A Certificate Rate and Class B
Certificate Rate applicable to the then current and the immediately preceding
Interest Periods may be obtained by any Investor Certificateholder by
telephoning the Trustee at its Corporate Trust Office at (212) 250-5326.
(c) On each LIBOR Determination Date prior to 3:00 p.m. New
York City time, the Trustee shall send to the Servicer by facsimile,
notification of LIBOR for the following Interest Period.
Section 4.14. Investment Instructions. Any investment
instructions required to be given to the Trustee pursuant to the terms hereof
must be given to the Trustee no later than 10:00 a.m. (New York City time) on
the date such investment is to be made. In the event the Trustee receives such
investment instruction later than such time, the Trustee may, but shall have no
obligation to, make such investment. In the event the Trustee is unable to make
an investment required in an investment instruction received
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EXHIBIT 3 TO FORM 8-A
by the Trustee after 10:00 a.m. (New York City time) on such day, such
investment shall be made by the Trustee on the next succeeding Business Day. In
no event shall the Trustee be liable for any investment not made pursuant to
investment instructions received after 10:00 a.m. (New York City time) on the
day such investment is requested to be made.
ARTICLE V
Distributions and Reports to
Series 1997-1 Certificateholders
Section 5.01. Distributions.
(a) On each 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 on deposit in the Interest
Funding Account or otherwise held by the Paying Agent that are allocated and
available on such Payment Date to pay interest on the Class A Certificates
pursuant to this Supplement.
(b) On each Special Payment Date and on the Expected Final
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 on deposit in the Principal Funding Account or otherwise
held by the Paying Agent that are 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 Invested Amount on such
date (unless there has been an optional repurchase of the Series 1997-1
Certificateholders' Interest pursuant to Section 10.01 of the Agreement, in
which event the foregoing limitation will not apply).
(c) On each Payment 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 on deposit in the Interest
Funding Account or otherwise held by the Paying Agent that are allocated and
available on such Payment Date to pay interest on the Class B Certificates
pursuant to this Supplement.
(d) On each Special Payment Date, and on the Expected Final
Payment 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 on deposit in the Principal Funding Account or otherwise
held by the Paying Agent that are 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 Invested Amount on such
date (unless there has been an optional repurchase of the Series 1997-1
Certificateholders' Interest pursuant to Section 10.01 of the Agreement, in
which event the foregoing limitation will not apply).
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EXHIBIT 3 TO FORM 8-A
(e) The distributions to be made pursuant to this Section
5.01 are subject to the provisions of Sections 2.06, 9.02, 10.01 and 12.02 of
the Agreement and Sections 8.01 and 8.02 of this Supplement.
(f) Except as provided in Section 12.02 of the Agreement with
respect to a final distribution, distributions to Series 1997-1
Certificateholders hereunder shall be made by check mailed to each Series
1997-1 Certificateholder at such Series 1997-1 Certificateholder's address
appearing in the Certificate Register without presentation or surrender of any
Series 1997-1 Certificate or the making of any notation thereon; provided,
however, that with respect to Series 1997-1 Certificates registered in the name
of a Clearing Agency, such distributions shall be made to such Clearing Agency
in immediately available funds.
Section 5.02. Reports and Statements to Series 1997-1
Certificateholders.
(a) On each Distribution Date, the Paying Agent, on behalf of
the Trustee, shall forward to each Series 1997-1 Certificateholder a statement
substantially in the form of Exhibit C prepared by the Servicer.
(b) Not later than each Determination Date, the Servicer
shall deliver to the Trustee, the Paying Agent, each Rating Agency and the
Collateral Interest Holder (i) a statement substantially in the form of Exhibit
C prepared by the Servicer and (ii) a certificate of a Servicing Officer
substantially in the form of Exhibit D.
(c) A copy of each statement or certificate provided pursuant
to paragraph (a) or (b) may be obtained by any Series 1997-1 Certificateholder
or any Certificate Owner thereof by a request in writing to the Servicer.
(d) On or before January 31 of each calendar year, beginning
with calendar year 1998, 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 1997-1 Certificateholder, a statement
prepared by the Servicer containing the information which is required to be
contained in the statement to Series 1997-1 Certificateholders, as set forth in
paragraph (a) above aggregated for such calendar year or the applicable portion
thereof during which such Person was a Series 1997-1 Certificateholder,
together with other information as is required to be provided by an issuer of
indebtedness under the 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 Code
as from time to time in effect.
ARTICLE VI
Pay Out Events
Section 6.01. Pay Out Events. If any one of the following
events shall occur with respect to the Series 1997-1 Certificates:
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EXHIBIT 3 TO FORM 8-A
(a) the occurrence of an Insolvency Event relating to the
Transferor or, unless the Rating Agency Condition is satisfied with respect to
the deletion of AT&T Universal from this subsection 6.01(a), the occurrence of
an Insolvency Event relating to AT&T Universal;
(b) the Trust becomes an investment company within the
meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any
payment or deposit required by the terms of the Agreement or this Supplement on
or before the date occurring five Business Days after the date such payment or
deposit is required to be made therein or herein or (ii) duly to observe or
perform any other covenants or agreements of the Transferor set forth in the
Agreement or this Supplement, which failure has a material adverse effect on
the Series 1997-1 Certificateholders and which 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 Transferor by
the Trustee, or to the Transferor and the Trustee by any Holder of the Series
1997-1 Certificates;
(d) any representation or warranty made by the Transferor in
the Agreement or this Supplement, or any information contained in a computer
file or microfiche list required to be delivered by the Transferor pursuant to
Section 2.01 or subsection 2.08(f) of the Agreement 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 Transferor by the Trustee, or to the Transferor
and the Trustee by any Holder of the Series 1997-1 Certificates and as a result
of which the interests of the Series 1997-1 Certificateholders are materially
and adversely affected for such period; provided, however, that a Pay Out Event
pursuant to this subsection 6.01(d) shall not be deemed to have occurred
hereunder if the Transferor has accepted reassignment of the related
Receivable, or all of such Receivables, if applicable, during such period in
accordance with the provisions of the Agreement;
(e) a failure by the Transferor to convey Receivables in
Additional Accounts or Participations to the Trust within five Business Days
after the day on which it is required to convey such Receivables or
Participations pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default shall occur;
(g) the average Series Adjusted Portfolio Yield for any three
consecutive Monthly Periods is reduced to a rate which is less than the average
of the Base Rates for such period;
(h) the Class A Invested Amount and the Class B Invested
Amount shall not be paid in full on the Expected Final Payment Date; or
(i) a Transfer Restriction Event shall occur;
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EXHIBIT 3 TO FORM 8-A
then, in the case of any event described in subparagraph (c), (d) or (f), after
the applicable grace period, if any, set forth in such subparagraphs, either
the Trustee or the Holders of Series 1997-1 Certificates evidencing more than
50% of the aggregate unpaid principal amount of Series 1997-1 Certificates by
notice then given in writing to the Transferor and the Servicer (and to the
Trustee if given by the Series 1997-1 Certificateholders) may declare that a
Pay Out Event has occurred with respect to Series 1997-1 as of the date of such
notice, and, in the case of any event described in subparagraph (a), (b), (e),
(g), (h) or (i), a Pay Out Event shall occur with respect to Series 1997-1
without any notice or other action on the part of the Trustee or the Series
1997-1 Certificateholders immediately upon the occurrence of such event.
ARTICLE VII
Optional Repurchase; Series Termination
Section 7.01. Optional Repurchase.
(a) On any day occurring on or after the date on which the
Invested Amount is reduced to 10% or less of the Initial Invested Amount, the
Transferor shall have the option to purchase the Series 1997-1
Certificateholders' Interest, 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.
(b) The Transferor shall give the Servicer and the Trustee at
least 30 days prior written notice of the date on which the Transferor intends
to exercise such purchase option. Not later than 12:00 noon, New York City
time, on such day the Transferor shall deposit the Reassignment Amount into the
Collection Account in immediately available funds. Such purchase option is
subject to payment in full of the Reassignment Amount. Following the deposit of
the Reassignment Amount into the Collection Amount in accordance with the
foregoing, the Invested Amount for Series 1997-1 shall be reduced to zero and
the Series 1997-1 Certificateholders shall have no further interest in the
Receivables. The Reassignment Amount shall be distributed as set forth in
subsection 8.01(b).
Section 7.02. Series Termination.
(a) If, on the February 2004 Distribution Date, the Invested
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 Invested Amount at the close of
business on the last day of the Monthly Period preceding the Series 1997-1
Termination Date (after giving effect to all distributions required to be made
on the Series 1997-1 Termination Date, except pursuant to this Section 7.02).
Such bids shall require that such sale shall (subject to subsection 7.02(b))
occur on the Series 1997-1 Termination Date. The Transferor and the
41
<PAGE> 47
EXHIBIT 3 TO FORM 8-A
Collateral Interest Holder shall be entitled to participate in, and to receive
from the Trustee a copy of each other bid submitted in connection with, such
bidding process.
(b) The Servicer, on behalf of the Trustee, shall sell such
Receivables (or interests therein) on the Series 1997-1 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 the Series
1997-1 Certificateholders pursuant to the Agreement and this Supplement;
provided, however, that the Servicer shall determine conclusively the amount of
such proceeds which are allocable to Finance Charge Receivables and the amount
of such proceeds which are allocable to Principal Receivables. During the
period from the February 2004 Distribution Date to the Series 1997-1
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 8.01. Sale of Receivables or Certificateholders'
Interest pursuant to Section 2.06 or 10.01 of the Agreement and Section 7.01 or
7.02 of this Supplement.
(a) (i) The amount to be paid by the Transferor with respect
to Series 1997-1 in connection with a reassignment of Receivables to
the Transferor pursuant to Section 2.06 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.
(ii) The amount to be paid by the Transferor with respect to
Series 1997-1 in connection with a repurchase of the
Certificateholders' Interest pursuant to Section 10.01 of the
Agreement shall equal the sum of (x) the Reassignment Amount for the
Distribution Date of such repurchase and (y) the sum of (A) the
excess, if any, of (I) a price equivalent to the average of bids
quoted on the Record Date preceding the date of repurchase or, if
not a Business Day, on the next succeeding Business Day by at least
two recognized dealers selected by the Trustee for the purchase by
such dealers of a security which is similar to the Class A
Certificates with a remaining maturity approximately equal to the
remaining maturity of the Class A Certificates and rated by each
Rating Agency in the rating category originally assigned to the
Class A Certificates over (II) the portion of the Reassignment
Amount attributable to the Class A Certificates and (B) the excess,
if any, of (I) a price equivalent to the average of bids quoted on
such Record Date, or if not a Business Day, on the next succeeding
Business Day by at least two recognized dealers selected by the
Trustee for the purchase by such dealers of a security which is
similar to the Class B Certificates with a remaining maturity
approximately equal to the remaining maturity of the Class B
Certificates and rated by each Rating
42
<PAGE> 48
EXHIBIT 3 TO FORM 8-A
Agency in the rating category originally assigned to the Class B
Certificates over (II) the portion of the Reassignment Amount
attributable to the Class B Certificates.
(b) With respect to the Reassignment Amount deposited into
the Collection Account pursuant to Section 7.01 or any amounts allocable to the
Series 1997-1 Certificateholders' Interest deposited into the Collection
Account pursuant to Section 7.02, the Trustee shall, in accordance with the
written direction of the Servicer, not later than 12:00 noon, 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 Invested 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 or
deposited in the Interest Funding Account 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 or deposited in the Interest Funding Account on any
prior Distribution Date, will be distributed to the Paying Agent for payment to
the Class A Certificateholders, (ii) (x) the Class B Invested 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 or
deposited in the Interest Funding Account 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 or deposited in the Interest Funding Account on any
prior Distribution Date, will be distributed to the Paying Agent for payment to
the Class B Certificateholders and (iii) the balance, if any, will be
distributed to the Collateral Interest Holder for application in accordance
with the Loan Agreement.
(c) Notwithstanding anything to the contrary in this
Supplement or the Agreement, all amounts distributed to the Paying Agent
pursuant to subsection 8.01(b) for payment to the Series 1997-1
Certificateholders shall be deemed distributed in full to the Series 1997-1
Certificateholders on the date on which such funds are distributed to the
Paying Agent pursuant to this Section and shall be deemed to be a final
distribution pursuant to Section 12.02 of the Agreement.
Section 8.02. Distribution of Proceeds of Sale, Disposition
or Liquidation of the Receivables pursuant to Section 9.01 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 subsection 9.01(b) of the
Agreement, the Trustee shall in accordance with the written direction of the
Servicer (in the following priority and, in each case, after giving effect to
43
<PAGE> 49
EXHIBIT 3 TO FORM 8-A
any deposits and distributions otherwise to be made on such Distribution Date)
(i) deduct an amount equal to the Class A Invested Amount on such Distribution
Date from the portion of the Insolvency Proceeds allocated to Series 1997-1
Allocable Principal Collections 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 Series 1997-1 Allocable Principal Collections and (y) the
Principal Allocation Percentage with respect to the related Monthly Period,
(ii) deduct an amount equal to the Class B Invested Amount on such Distribution
Date from the portion of the Insolvency Proceeds allocated to Series 1997-1
Allocable Principal Collections 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 Series 1997-1 Allocable Principal Collections
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 Collateral
Invested Amount, if any, on such Distribution Date from the portion of the
Insolvency Proceeds allocated to Series 1997-1 Allocable Principal Collections
and distribute such amount to the Collateral Interest Holder for application in
accordance with the Loan Agreement, provided that the amount of such
distribution shall not exceed (x) the product of (1) the portion of the
Insolvency Proceeds allocated to Series 1997-1 Allocable Principal Collections
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 Series 1997-1 Allocable Principal
Collections and (B) the 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
Transferor's Interest and shall be released to the Holders of the Transferor
Certificates on such Distribution Date.
(b) Not later than 12:00 noon, New York City time, on such
Distribution Date, the Trustee shall in accordance with the written direction
of the Servicer (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 or
deposited in the Interest Funding Account 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 or deposited in the Interest Funding Account 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 Series 1997-1 Allocable Finance Charge
Collections, (y) the Floating Allocation Percentage with respect to the related
Monthly Period and (z) the
44
<PAGE> 50
EXHIBIT 3 TO FORM 8-A
Class A Floating Percentage with respect to such Monthly Period and (ii) deduct
an amount equal to the sum of (w) Class B Monthly Interest for such
Distribution Date, (x) Class B Monthly Interest previously due but not
distributed to the Class B Certificateholders or deposited in the Interest
Funding Account on a prior Distribution Date 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 or deposited in the Interest Funding Account on a prior
Distribution Date from the portion of the Insolvency Proceeds allocated to
Series 1997-1 Allocable Finance Charge Collections 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 Series 1997-1 Allocable Finance
Charge Collections, (y) the Floating Allocation Percentage with respect to the
related Monthly Period and (z) the Class B Floating Percentage with respect to
such Monthly Period. To the extent that the product of (A) the portion of the
Insolvency Proceeds allocated to Series 1997-1 Allocable Finance Charge
Collections 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
Collateral Interest Holder for application by the Collateral Interest Holder in
accordance with the Loan Agreement.
(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 1997-1 Certificateholders
shall be distributed in full to the Series 1997-1 Certificateholders on the
date on which funds are distributed to the Paying Agent pursuant to this
Section and shall be deemed to be a final distribution pursuant to Section
12.02 of the Agreement.
ARTICLE IX
Miscellaneous Provisions
Section 9.01. Ratification of Agreement. As supplemented by
this Supplement, the Agreement is in all respects ratified and confirmed and
the Agreement as so supplemented by this Supplement shall be read, taken and
construed as one and the same instrument.
Section 9.02. 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 9.03. Governing Law. THIS SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF 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.
45
<PAGE> 51
EXHIBIT 3 TO FORM 8-A
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.
AT&T UNIVERSAL FUNDING CORP.,
Transferor
By:
-------------------------
Name:
Title:
AT&T UNIVERSAL CARD SERVICES CORP.,
Servicer
By:
-------------------------
Name:
Title:
BANKERS TRUST COMPANY,
not in its individual capacity, but
solely as Trustee,
By:
-------------------------
Name: Melissa Kaye Adelson
Title: Vice President
<PAGE> 52
EXHIBIT 3 TO FORM 8-A
FORM OF CLASS A CERTIFICATE EXHIBIT A-1
REGISTERED $__________3/
No. R-_______ CUSIP No. __________
Unless this Class A Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to AT&T Universal Funding Corp. 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.
AT&T UNIVERSAL CARD MASTER TRUST
SERIES 1997-1
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Expected Final Payment Date:
The April 2002 Distribution Date
Each $1,000 minimum denomination represents a
1/850,000 undivided interest
in Class A of the
AT&T UNIVERSAL CARD MASTER TRUST, SERIES 1997-1
Evidencing an undivided interest in certain assets of a trust, the corpus of
which consists primarily of an interest in receivables generated from time to
time in the ordinary course of business in a portfolio of consumer revolving
credit card accounts serviced by
AT&T UNIVERSAL CARD SERVICES CORP.,
and other assets and interests constituting the Trust under the Pooling and
Servicing Agreement referred to below.
(Not an interest in or obligation of AT&T Universal Card Services Corp.,
AT&T Universal Funding Corp. or any of their respective affiliates)
This certifies that CEDE & CO. (the "Class A Certificateholder") is the
registered owner of a fractional undivided interest in certain assets of a
- ---------------
3/ Denominations of $1,000 and integral multiples of $1,000 in excess
thereof.
A-1-1
<PAGE> 53
EXHIBIT 3 TO FORM 8-A
trust (the "Trust") created pursuant to the Pooling and Servicing Agreement,
dated as of August 1, 1995 (as amended and supplemented, the "Agreement"), as
supplemented by the Series 1997-1 Supplement dated as of May 14, 1997 (as
amended and supplemented, the "Supplement"), among AT&T Universal Funding
Corp., as Transferor, AT&T Universal Card Services Corp., as Servicer, and
Bankers Trust Company, a New York banking corporation, as trustee (the
"Trustee"). The corpus of the Trust consists of (i) the Transferor's ownership
interest in a portfolio of receivables (the "Receivables") existing in the
consumer revolving credit card accounts identified under the Agreement from
time to time (the "Accounts"), (ii) all Receivables generated under the
Accounts from time to time thereafter, (iii) funds collected or to be collected
from cardmembers in respect of the Receivables, (iv) all funds which are from
time to time on deposit in the Collection Account, the Special Funding Account
and any other Series Accounts and (v) all other assets and interests
constituting the Trust. The Holder of this Certificate is entitled to the
benefits of the subordination of the Class B Certificates and the Collateral
Interest to the extent provided in the Supplement. Although a summary of
certain provisions of the Agreement and the Supplement is set forth below and
in the Summary of Terms and Conditions attached hereto and made a part hereof,
this Class A Certificate does not purport to summarize the Agreement and the
Supplement and reference is made to the Agreement and the Supplement 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 and the Supplement (without schedules) may
be requested from the Trustee by writing to the Trustee at the Corporate Trust
Office. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to them in the Agreement or the Supplement, as
applicable.
This Class A Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement and the Supplement, to
which Agreement and Supplement, each as amended and supplemented from time to
time, the Class A Certificateholder by virtue of the acceptance hereof assents
and is bound.
It is the intent of the Transferor and the Class A
Certificateholders that, for federal, state and local income and franchise tax
purposes, the Class A Certificates will qualify as indebtedness of the
Transferor secured by the Receivables. The Class A Certificateholder, by the
acceptance of this Class A Certificate, agrees to treat this Class A
Certificate for federal, state and local income and franchise tax purposes as
debt of the Transferor.
In general, payments of principal with respect to the Class A
Certificates are limited to the Class A Invested Amount, which may be less than
the unpaid principal balance of the Class A Certificates. The Expected Final
Payment Date is the April 2002 Distribution Date, but principal with respect to
the Class A Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Supplement. If for one or more
months during the Controlled Accumulation Period there are not sufficient funds
to pay 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,
A-1-2
<PAGE> 54
EXHIBIT 3 TO FORM 8-A
the final payment of principal of the Class A Certificates will occur later
than the Expected Final Payment Date.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Class A
Certificate shall not be entitled to any benefit under the Agreement or the
Supplement or be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Class A
Certificate to be duly executed.
AT&T UNIVERSAL FUNDING CORP.
By:
-------------------------
Name:
Title:
Dated: _________ __, ____
A-1-3
<PAGE> 55
EXHIBIT 3 TO FORM 8-A
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates described in the within-mentioned
Agreement and Supplement.
BANKERS TRUST COMPANY,
as Trustee,
By:
-------------------------
Authorized Officer
or
By:
-------------------------
as Authenticating Agent
for the Trustee,
By:
-------------------------
Authorized Officer
A-1-4
<PAGE> 56
EXHIBIT 3 TO FORM 8-A
AT&T UNIVERSAL CARD MASTER TRUST
SERIES 1997-1
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables which arise
generally from the purchase of goods and services and amounts advanced to
cardmembers as cash advances and Finance Charge Receivables. This Class A
Certificate is one of a Series of Certificates entitled AT&T Universal Card
Master Trust, Series 1997-1 (the "Series 1997-1 Certificates"), and one of a
class thereof entitled Class A Series 1997-1 Floating Rate Asset Backed
Certificates, (the "Class A Certificates"), each of which represents a
fractional, undivided interest in certain assets of the Trust. The assets of
the Trust are allocated in part to the investor certificateholders of all
outstanding Series (the "Certificateholders' Interest") with the remainder
allocated to the Holders of the Transferor Certificates. The aggregate interest
represented by the Class A Certificates at any time in the Principal
Receivables in the Trust shall not exceed an amount equal to the Class A
Invested Amount at such time. The Class A Initial Invested Amount is
$850,000,000. The Class A Invested Amount on any date 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 Class A Investor Charge-Offs
reimbursed pursuant to subsection 4.07(b) of the Supplement prior to such date.
Subject to the terms and conditions of the Agreement, the
Transferor may, from time to time, direct the Trustee, on behalf of the Trust,
to issue one or more new Series of Investor Certificates, which will represent
fractional, undivided interests in certain of the Trust Assets.
On each Distribution Date, the Paying Agent shall distribute
to each Class A Certificateholder of record on the last day of the preceding
calendar month (each a "Record Date") such Class A Certificateholder's pro rata
share of such amounts (including amounts on deposit in the Collection Account)
as are payable to the Class A Certificateholders pursuant to the Agreement and
the Supplement. Distributions with respect to this Class A Certificate will be
made by the Paying Agent by check mailed to the address of the Class A
Certificateholder of record appearing in the Certificate Register without the
presentation or surrender of this Class A Certificate or the making of any
notation thereon (except for the final distribution in respect of this Class A
Certificate) except that with respect to Class A Certificates registered in the
name of Cede & Co., the nominee for The Depository Trust Company, distributions
will be made in the form of immediately available funds. Final payment of this
Class A Certificate will be made only upon presentation and surrender of this
Class A Certificate at the office or agency specified in the notice of final
distribution delivered
A-1-5
<PAGE> 57
EXHIBIT 3 TO FORM 8-A
by the Trustee to the Series 1997-1 Certificateholders in accordance with the
Agreement and the Supplement.
On any day occurring on or after the day on which the
Invested Amount is reduced to 10% or less of the Initial Invested Amount, the
Transferor has the option to repurchase the Series 1997-1 Certificateholders'
Interest in the Trust. The repurchase price will be equal to (a) if such day is
a Distribution Date, the Reassignment Amount for such Distribution Date or (b)
if such day is not a Distribution Date, the Reassignment Amount for the
Distribution Date following such day. Following the deposit of the Reassignment
Amount in the Collection Account, Series 1997-1 Certificateholders will not
have any interest in the Receivables and the Series 1997-1 Certificates will
represent only the right to receive such Reassignment Amount.
THIS CLASS A CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF,
OR AN INTEREST IN, THE TRANSFEROR OR THE SERVICER OR ANY AFFILIATE OF EITHER OF
THEM AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. 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 HEREINABOVE AND IN THE AGREEMENT AND THE SUPPLEMENT.
The Class A Certificates are issuable only in minimum
denominations of $1,000 and integral multiples of $1,000. 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 or the
Transfer Agent and Registrar, duly executed by the Class A Certificateholder or
such Class A Certificateholder's attorney, and duly authorized in writing with
such signature guaranteed, 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, Class A Certificates are exchangeable for new
Class A Certificates evidencing like aggregate fractional, undivided interests
as requested by the Class A Certificateholder surrendering such Class A
Certificates. No service charge may be imposed for any such exchange but the
Servicer 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 Servicer, the Trustee, the Paying Agent and the Transfer
Agent and Registrar 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 Servicer nor the Trustee, the Paying Agent, the
Transfer Agent and Registrar, nor any agent of any of them, shall be affected
by notice to the contrary except in certain circumstances described in the
Agreement.
A-1-6
<PAGE> 58
EXHIBIT 3 TO FORM 8-A
THIS CLASS A CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF 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.
A-1-7
<PAGE> 59
EXHIBIT 3 TO FORM 8-A
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: ____________ 4/
-------------------
Signature Guaranteed:
----------------------
- ----------------
4/ NOTE: The signature to this assignment must correspond with the name
of the registered owner as it appears on the face of the within
Certificate in every particular, without alteration, enlargement or
any change whatsoever.
A-1-8
<PAGE> 60
EXHIBIT 3 TO FORM 8-A
FORM OF CLASS B CERTIFICATE EXHIBIT A-2
THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT
OF A BENEFIT PLAN (AS DEFINED BELOW).
REGISTERED $__________1/
No. R-_______ CUSIP No. __________
Unless this Class B Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to AT&T Universal Funding Corp. 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.
AT&T UNIVERSAL CARD MASTER TRUST
SERIES 1997-1
CLASS B FLOATING RATE ASSET BACKED CERTIFICATE
Expected Final Payment Date:
The April 2002 Distribution Date
Each $1,000 minimum denomination represents a
1/80,000 undivided interest
in Class B of the
AT&T UNIVERSAL CARD MASTER TRUST, SERIES 1997-1
Evidencing an undivided interest in certain assets of a trust, the corpus of
which consists primarily of an interest in receivables generated from time to
time in the ordinary course of business in a portfolio of consumer revolving
credit card accounts serviced by
AT&T UNIVERSAL CARD SERVICES CORP.,
and other assets and interests constituting the Trust under the Pooling and
Servicing Agreement referred to below.
(Not an interest in or obligation of AT&T Universal Card Services Corp.,
AT&T Universal Funding Corp. or any of their respective affiliates).
- -----------------
1/ Denominations of $1,000 and integral multiples of $1,000 in excess
thereof.
A-2-1
<PAGE> 61
EXHIBIT 3 TO FORM 8-A
This certifies that CEDE & CO. (the "Class B Certificateholder") is the
registered owner of a fractional, undivided interest in certain assets of a
trust (the "Trust") created pursuant to the Pooling and Servicing Agreement,
dated as of August 1, 1995 (as amended and supplemented, the "Agreement"), as
supplemented by the Series 1997-1 Supplement dated as of May 14, 1997 (as
amended and supplemented, the "Supplement"), among AT&T Universal Funding
Corp., as Transferor, AT&T Universal Card Services Corp., as Servicer, and
Bankers Trust Company, a New York banking corporation, as trustee (the
"Trustee"). The corpus of the Trust consists of (i) the Transferor's ownership
interest in a portfolio of receivables (the "Receivables") existing in the
consumer revolving credit card accounts identified under the Agreement from
time to time (the "Accounts"), (ii) all Receivables generated under the
Accounts from time to time thereafter, (iii) funds collected or to be collected
from cardmembers in respect of the Receivables, (iv) all funds which are from
time to time on deposit in the Collection Account, the Special Funding Account,
and the other Series Accounts and (v) all other assets and interests
constituting the Trust. The Holder of this Certificate is entitled to the
benefits of the subordination of the Collateral Interest to the extent provided
in the Supplement. Although a summary of certain provisions of the Agreement
and the Supplement is set forth below and in the Summary of Terms and
Conditions attached hereto and made a part hereof, this Class B Certificate
does not purport to summarize the Agreement and the Supplement and reference is
made to the Agreement and the Supplement 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
and the Supplement (without schedules) may be requested from the Trustee by
writing to the Trustee at the Corporate Trust Office. To the extent not defined
herein, the capitalized terms used herein have the meanings ascribed to them in
the Agreement or the Supplement, as applicable.
This Class B Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement and the Supplement, to
which Agreement and Supplement, each as amended and supplemented from time to
time, the Class B Certificateholder by virtue of the acceptance hereof assents
and is bound.
This Class B Certificate may not be acquired by or for the
account of any employee 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-2-2
<PAGE> 62
EXHIBIT 3 TO FORM 8-A
THIS CLASS B CERTIFICATE IS SUBORDINATED TO THE EXTENT
NECESSARY TO FUND PAYMENTS ON THE CLASS A CERTIFICATES TO THE EXTENT SPECIFIED
IN THE SUPPLEMENT.
It is the intent of the Transferor and the Class B
Certificateholders that, for federal, state and local income and franchise tax
purposes, the Class B Certificates will qualify as indebtedness of the
Transferor secured by the Receivables. The Class B Certificateholder, by the
acceptance of this Class B Certificate, agrees to treat this Class B
Certificate for federal, state and local income and franchise tax purposes as
debt of the Transferor.
In general, payments of principal with respect to the Class B
Certificates are limited to the Class B Invested Amount, which may be less then
the unpaid principal balance of the Class B Certificates. The Expected Final
Payment Date is the September 2001 Distribution Date, but principal with
respect to the Class B Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Supplement. If for one or more
months during the Controlled Accumulation Period there are not sufficient funds
to pay the Controlled Deposit Amount, then to the extent that excess funds are
not available on subsequent Distribution Dates with respect to the Accumulation
Period to make up for such shortfalls, the final payment of principal of the
Certificates will occur later than the Expected Final Payment Date.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Class B
Certificate shall not be entitled to any benefit under the Agreement or the
Supplement or be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Class B
Certificate to be duly executed.
AT&T UNIVERSAL FUNDING CORP.
By:
---------------------------------
Name:
Title:
Dated: _________ __, ____
A-2-3
<PAGE> 63
EXHIBIT 3 TO FORM 8-A
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates described in the
within mentioned Agreement and Supplement.
BANKERS TRUST COMPANY,
as Trustee
By:
-------------------------
Authorized Signatory
A-2-4
<PAGE> 64
EXHIBIT 3 TO FORM 8-A
AT&T UNIVERSAL CARD MASTER TRUST
SERIES 1997-1
CLASS B FLOATING RATE ASSET BACKED CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables which arise
generally from the purchase of goods and services and amounts advanced to
cardmembers as cash advances and Finance Charge Receivables. This Class B
Certificate is one of a Series of Certificates entitled AT&T Universal Card
Master Trust, Series 1997-1 (the "Series 1997-1 Certificates"), and one of a
class thereof entitled Class B Series 1997-1 Floating Rate Asset Backed
Certificates, (the "Class B Certificates"), each of which represents a
fractional, undivided interest in certain assets of the Trust. The assets of
the Trust are allocated in part to the investor certificateholders of all
outstanding Series (the "Certificateholders' Interest") with the remainder
allocated to the Holders of the Transferor Certificates. The aggregate interest
represented by the Class B Certificates at any time in the Principal
Receivables in the Trust shall not exceed an amount equal to the Class B
Invested Amount at such time. The Class B Initial Invested Amount is
$80,000,000. The Class B Invested Amount on 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 (c) the aggregate amount of Class B Investor Charge-Offs for all prior
Distribution Dates, minus (d) the amount of Reallocated Principal Collections
allocated on all prior Distribution Dates pursuant to subsection 4.08(a) of the
Supplement (excluding any Reallocated Principal Collections that have resulted
in a reduction in the Collateral Invested Amount pursuant to Section 4.08),
minus (e) an amount equal to the amount by which the Class B Invested Amount
has been reduced to cover the Class A Investor Default Amount on all prior
Distribution Dates, and plus (f) the amount of Excess Spread and Excess Finance
Charge Collections allocated to Series 1997-1 and applied on all prior
Distribution Dates for the purpose of reimbursing amounts deducted pursuant to
the foregoing clauses (c), (d) and (e); provided, however, that the Class B
Invested Amount may not be reduced below zero.
Subject to the terms and conditions of the Agreement, the
Transferor may, from time to time, direct the Trustee, on behalf of the Trust,
to issue one or more new Series of Investor Certificates, which will represent
fractional, undivided interests in certain of the Trust Assets.
On each Distribution Date, the Paying Agent shall distribute
to each Class B Certificateholder of record on the last day of the preceding
calendar month (each a "Record Date") such Class B Certificateholder's pro rata
share of such amounts (including amounts on deposit in the Collection Account)
as are payable to the Class B Certificateholders pursuant to the Agreement and
the Supplement. Distributions with respect to this Class B Certificate will be
made by the Paying Agent by check mailed to the address of the Class B
Certificateholder of record appearing in the Certificate Register without the
presentation or surrender of this Class B Certificate or
A-2-5
<PAGE> 65
EXHIBIT 3 TO FORM 8-A
the making of any notation thereon (except for the final distribution in
respect of this Class B Certificate) except that with respect to Class B
Certificates registered in the name of Cede & Co., the nominee for The
Depository Trust Company, distributions will be made in the form of immediately
available funds. Final payment of this Class B Certificate will be made only
upon presentation and surrender of this Class B Certificate at the office or
agency specified in the notice of final distribution delivered by the Trustee
to the Series 1997-1 Certificateholders in accordance with the Agreement and
the Supplement.
On any day occurring on or after the day on which the
Invested Amount is reduced to 10% or less of the Initial Invested Amount, the
Transferor has the option to repurchase the Series 1997-1 Certificateholders'
Interest in the Trust. The repurchase price will be equal to (a) if such day is
a Distribution Date, the Reassignment Amount for such Distribution Date or (b)
if such day is not a Distribution Date, the Reassignment Amount for the
Distribution Date next following such day. Following the deposit of the
Reassignment Amount in the Collection Account, Series 1997-1 Certificateholders
will not have any interest in the Receivables and the Series 1997-1
Certificates will represent only the right to receive such Reassignment Amount.
THIS CLASS B CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF,
OR AN INTEREST IN, THE TRANSFEROR OR THE SERVICER OR ANY AFFILIATE OF EITHER OF
THEM AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS CLASS B
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 HEREINABOVE AND IN THE AGREEMENT AND THE SUPPLEMENT.
The Class B Certificates are issuable only in minimum
denominations of $1,000 and integral multiples of $1,000. 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 or the
Transfer Agent and Registrar, duly executed by the Class B Certificateholder or
such Class B Certificateholder's attorney, and duly authorized in writing with
such signature guaranteed, 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, Class B Certificates are exchangeable for new
Class B Certificates evidencing like aggregate fractional undivided interests
as requested by the Class B Certificateholder surrendering such Class B
Certificates. No service charge may be imposed for any such exchange but the
Servicer 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 Servicer, the Trustee, the Paying Agent and the Transfer
Agent and Registrar and any agent of any of them, may treat the person in whose
A-2-6
<PAGE> 66
EXHIBIT 3 TO FORM 8-A
name this Class B Certificate is registered as the owner hereof for all
purposes, and neither the Servicer nor the Trustee, the Paying Agent, 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 THE LAWS OF 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.
A-2-7
<PAGE> 67
EXHIBIT 3 TO FORM 8-A
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: 2/
---------------------
Signature Guaranteed:
--------------------
- --------------------
- -------------------
2/ NOTE: The signature to this Assignment must correspond with the name
of the registered owner as it appears on the face of the within
Certificate in every particular, without alteration, enlargement or
any change whatsoever.
A-2-8
<PAGE> 68
EXHIBIT 3 TO FORM 8-A
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
------------------------------
AT&T UNIVERSAL CARD MASTER TRUST
SERIES 1997-1
------------------------------
The undersigned, a duly authorized representative of AT&T
Universal Card Services Corp. ("UCS"), as Servicer pursuant to the Pooling and
Servicing Agreement dated as of August 1, 1995 (as amended and supplemented,
the "Pooling and Servicing Agreement"), among UCS, AT&T Universal Funding Corp.
("Funding"), as Transferor and Bankers Trust Company, as trustee (the
"Trustee"), does hereby certify as follows:
1. Capitalized terms used in this Certificate have their
respective meanings set forth in the Pooling and Servicing Agreement or the
Series 1997-1 Supplement dated as of May 14, 1997, among UCS, Funding and the
Trustee (as amended and supplemented, the "Supplement"), as applicable.
2. UCS is the Servicer.
3. The undersigned is a Servicing Officer.
I INSTRUCTION TO MAKE A WITHDRAWAL
Pursuant to subsections 4.05(a), (b) and (c), the Servicer
does hereby instruct the Trustee (i) to make withdrawals from the Collection
Account on ___________, ____, which date is a Distribution Date under the
Supplement, in the aggregate amounts (equal to the Class A Available Funds,
Class B Available Funds and Collateral Available Funds, respectively) as set
forth below in respect of the following amounts and (ii) to apply the proceeds
of such withdrawals in accordance with subsections 4.05(a), (b) and (c):
<TABLE>
<S> <C>
With respect to the Class A Certificates,
A) Pursuant to subsection 4.05(a)(i):
(1) Interest at the Class A
Certificate Rate for the related
Interest Period on the outstanding
principal balance of the Class A
Certificates............................. $_______
(2) Class A Monthly Interest
previously due but not paid.........................$_______
</TABLE>
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<PAGE> 69
EXHIBIT 3 TO FORM 8-A
<TABLE>
<S> <C>
(3) Class A Additional Interest
and any Class A Additional Interest
previously due but not paid..........................$_______
B) Pursuant to subsection 4.05(a)(ii):
----------------------------------
(1) The Class A Servicing Fee for
the preceding Monthly Period, if
applicable...........................................$_______
(2) Accrued and unpaid Class A
Servicing Fees, if applicable........................$_______
C) Pursuant to subsection 4.05(a)(iii):
-----------------------------------
Class A Investor Default Amount
for the preceding Monthly Period.....................$_______
With respect to the Class B Certificates,
A) Pursuant to subsection 4.05(b)(i):
---------------------------------
(1) Interest at the Class B
Certificate Rate for the preceding
Monthly Period on the Class B Invested
Amount...............................................$_______
(2) Class B Monthly Interest
previously due but not paid..........................$_______
(3) Class B Additional Interest
and any Class B Additional Interest
previously due but not paid..........................$_______
B) Pursuant to subsection 4.05(b)(ii):
----------------------------------
(1) The Class B Servicing Fee for
the preceding Monthly Period, if
applicable...........................................$_______
(2) Accrued and unpaid Class B
Servicing Fees, if applicable........................$_______
With respect to the Collateral Interest
A) Pursuant to subsection 4.05(c)(i):
---------------------------------
(1) The Collateral Servicing Fee
for the preceding Monthly Period, if
applicable...........................................$_______
(2) Accrued and unpaid Collateral
Servicing Fee, if applicable.........................$_______
</TABLE>
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<PAGE> 70
EXHIBIT 3 TO FORM 8-A
Pursuant to subsections 4.05(d), (e) and (f), the Servicer
hereby instructs the Trustee (i) to make withdrawals from the Collection
Account on ____________, which date is a Distribution Date under the
Supplement, in the aggregate amounts (equal to the Available Principal
Collections) as set forth below in respect of the following amounts and (ii) to
apply the proceeds of such withdrawals in accordance with subsections 4.05(d),
(e) and (f):
<TABLE>
<S> <C>
A) Pursuant to subsection 4.05(d):
------------------------------
(1) The excess, if any, of the Collateral
Invested Amount over the Required Collateral
Invested Amount paid to the Collateral
Interest Holder pursuant to the
Loan Agreement......................................$_______
(2) Amount to be treated as
Shared Principal Collections........................$_______
B) Pursuant to subsection 4.05(e):
------------------------------
(1) The Lesser of the Controlled Deposit
Amount and the sum of the Class A Adjusted
Invested Amount and the Class B Adjusted
Invested Amount deposited in the Principal
Funding Account.....................................$_______
(2) Prior to the date the Class B Invested
Amount is paid in full, excess of the Collateral
Invested Amount over the Required Collateral
Invested Amount paid to the Collateral Interest
Holder pursuant to the Loan Agreement...............$_______
(3) After the Class B Invested Amount is
paid in full, the amount paid to the Collateral
Interest Holder (up to the Collateral Invested
Amount) pursuant to the Loan Agreement..............$_______
(4) Amount to be treated as
Shared Principal Collections........................$_______
C) Pursuant to subsection 4.05(f):
------------------------------
(1) An amount up to the Class A
Adjusted Invested Amount deposited in
the Principal Funding Account..................... $_______
(2) On and after the Distribution
Date on which the Class A Invested Amount
is paid in full, an amount up to the Class B
Invested Amount deposited in the Principal
Funding Account................................... $_______
</TABLE>
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<PAGE> 71
EXHIBIT 3 TO FORM 8-A
<TABLE>
<S> <C>
(3) On and after the Distribution
Date on which the Class B Invested
Amount is paid in full, an amount up
to the Collateral Invested Amount paid to
the Collateral Interest Holder pursuant
to the Loan Agreement.............................. $_______
(4) Amount to be treated as Shared
Principal Collections.............................. $_______
</TABLE>
Pursuant to Section 4.07, the Servicer does hereby instruct
the Trustee to apply on __________, which is a Distribution Date under the
Supplement, any Excess Spread and Excess Finance Charge Collections allocated
to Series 1997-1 as follows:
<TABLE>
<S> <C>
A) Pursuant to subsection 4.07(a):
------------------------------
Class A Required Amount applied in
the priority set forth in subsections
4.05(a)(i), (ii) and (iii)........................ $_______
B) Pursuant to subsection 4.07(b):
------------------------------
Aggregate amount of Class A
Investor Charge-Offs not previously
reimbursed allocated to Available
Principal Collections.............................. $_______
C) Pursuant to subsection 4.07(c):
------------------------------
Class B Required Amount applied first
in the priority set forth in subsections
4.05(b)(i) and (ii) and any remaining amount
up to the Class B Investor Default Amount
allocated to Available Principal
Collections....................................... $_______
D) Pursuant to subsection 4.07(d):
------------------------------
The amount by which the "Class B Invested
Amount" has been reduced pursuant to clauses
(c), (d) and (e) of the definition thereof
allocated to Available Principal
Collections....................................... $_______
E) Pursuant to subsection 4.07(e):
------------------------------
(1) Collateral Monthly Interest............... $_______
(2) Collateral Monthly Interest
previously due but not paid...................... $_______
(3) Collateral Additional Interest
and any Collateral Additional Interest
previously due and not paid...................... $_______
</TABLE>
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<PAGE> 72
EXHIBIT 3 TO FORM 8-A
<TABLE>
<S> <C>
F) Pursuant to subsection 4.07(f):
------------------------------
Monthly Servicing Fee for such
Distribution Date that has not been paid
to the Servicer and any Monthly Servicing
Fee previously due but not paid to
the Servicer..................................... $_______
G) Pursuant to subsection 4.07(g):
------------------------------
Collateral Default Amount
allocated to Available Principal
Collections...................................... $_______
H) Pursuant to subsection 4.07(h):
------------------------------
The amount by which the "Collateral
Invested Amount" has been reduced pursuant
to clauses (c), (d) and (e) of the definition
thereof allocated to Available Principal
Collections...................................... $_______
I) Pursuant to subsection 4.07(i):
------------------------------
The excess of the Required Reserve
Account Amount over the Available
Reserve Amount deposited into the
Reserve Account.................................. $_______
J) Pursuant to subsection 4.07(j):
------------------------------
Paid to the Collateral Interest
Holder pursuant to the Loan Agreement............ $_______
K) Pursuant to subsection 4.07(k):
------------------------------
Treated as Excess Finance Charge
Collections and allocated to other
Series or paid to the Holders of the
Transferor Certificates.......................... $_______
</TABLE>
Pursuant to Section 4.08, the Servicer does hereby instruct
the Trustee to apply on __________, which is a Distribution Date under the
Pooling and Servicing Agreement, $__________ of Reallocated Principal
Collections to fund any deficiencies in the Required Amount after applying
Class A Available Funds, Class B Available Funds, Excess Spread and Excess
Finance Charge Collections thereto.
II. INSTRUCTION TO MAKE CERTAIN PAYMENTS
Pursuant to Section 5.01, the Servicer does hereby instruct
the Trustee to pay in accordance with Section 5.01 from the Interest Funding
Account or the Principal Funding Account, as applicable, on __________, which
date is a Payment Date under the Supplement, the following amounts as set forth
below:
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EXHIBIT 3 TO FORM 8-A
<TABLE>
<S> <C>
A) Pursuant to subsection 5.01(a):
------------------------------
Interest to be distributed to
Class A Certificateholders...............................$__________
B) Pursuant to subsection 5.01(b):
------------------------------
On the Expected Final Payment
Date or a Special Payment Date,
principal to be distributed to the Class
A Certificateholders.....................................$__________
C) Pursuant to subsection 5.01(c):
------------------------------
Interest to be distributed to
Class B Certificateholders...............................$__________
D) Pursuant to subsection 5.01(d):
------------------------------
On the Expected Final Payment Date or
a Special Payment Date, on or after the date
Class A Invested Amount is paid in
full, principal to be distributed to the
Class B Certificateholders...............................$__________
</TABLE>
III. ACCRUED AND UNPAID AMOUNTS
After giving effect to the withdrawals and transfers to be
made in accordance with this notice, the following amounts will be accrued and
unpaid with respect to all Monthly Periods preceding the current calendar
month.
<TABLE>
<S> <C>
1. Subsection 4.06(a):
The aggregate amount of all
unreimbursed Class A Investor Charge
-Offs...................................................$__________
2. Subsections 4.06(a), (b) and 4.08(a):
The aggregate amount by which the "Class
B Invested Amount" has been reduced pursuant
to clauses (c), (d) and
(e) of the definition thereof...........................$__________
3. Subsections 4.06(a), (b), (c) and
4.08(a) and (b):
The aggregate amount by which the "Collateral Invested
Amount" has been reduced pursuant to clauses (c),
(d) and (e) of the definition thereof...................$__________
</TABLE>
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<PAGE> 74
EXHIBIT 3 TO FORM 8-A
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate this ____ day of _____, ____.
AT&T UNIVERSAL CARD SERVICES CORP.
by
--------------------------
Name:
Title:
B-7
<PAGE> 75
EXHIBIT 3 TO FORM 8-A
EXHIBIT C
FORM OF MONTHLY STATEMENT
AT&T UNIVERSAL CARD MASTER TRUST
SERIES 1997-1
Pursuant to the Pooling and Servicing Agreement dated as of
August 1, 1995 (hereinafter as such agreement may have been or may be from time
to time, amended or otherwise modified, the "Pooling and Servicing Agreement"),
among AT&T Universal Card Services Corp. ("UCS"), as Servicer, AT&T Universal
Funding Corp. ("Funding"), as Transferor, and Bankers Trust Company, as trustee
(the "Trustee"), as supplemented by the Series 1997-1 Supplement dated as of
May 14, 1997 (the "Supplement") among UCS, Funding and the Trustee, as Servicer
is required to prepare certain information each month regarding current
distributions to the Series 1997-1 Certificateholders and the performance of
the AT&T Universal Card Master Trust (the "Trust") during the previous month.
The information which is 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. Certain of the
information is presented on the basis of an original principal amount of $1,000
per Series 1997-1 Certificate (a "Certificate"). Certain other information is
presented based on the aggregate amounts for the Trust as a whole. Capitalized
terms used in this Monthly Statement have their respective meanings set forth
in the Pooling and Servicing Agreement and the Supplement.
<TABLE>
<S> <C> <C>
A) Information regarding distributions in
respect of the Class A Certificates
per $1,000 original certificate
principal amount.....................................
(1) The total amount of the
distribution in respect of Class A
Certificates, per $1,000 original
certificate principal amount..........................$__________
(2) The amount of the distribution set
forth in paragraph 1 above in respect of
interest on the Class A Certificates, per
$1,000 original certificate principal
amount................................................$__________
(3) The amount of the distribution set
forth in paragraph 1 above in respect of
principal of the Class A Certificates, per $1,000
original certificate principal
amount................................................$__________
</TABLE>
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<PAGE> 76
EXHIBIT 3 TO FORM 8-A
<TABLE>
<S> <C> <C>
B) Class A Investor Charge Offs and
Reimbursement of Charge Offs.........................
(1) The amount of Class A Investor
Charge Offs..........................................$__________
(2) The amount of Class A Investor
Charge Offs set forth in paragraph 1 above,
per $1,000 original certificate
principal amount.....................................$__________
(3) The total amount reimbursed in
respect of Class A Investor Charge
Offs.................................................$__________
(4) The amount set forth in paragraph
3 above, per $1,000 original
certificate principal amount.........................$__________
(5) The amount, if any, by which the
outstanding principal balance of the Class
A Certificates exceeds the Class A Invested
Amount after giving effect to all
transactions on such Distribution
Date.................................................$__________
C) Information regarding distributions in
respect of the Class B Certificates,
per $1,000 original certificate
principal amount.....................................
(1) The total amount of the
distribution in respect of Class B
Certificates, per $1,000 original
certificate principal amount.........................$__________
(2) The amount of the distribution set
forth in paragraph 1 above in respect
of interest on the Class B Certificates,
per $1,000 original certificate
principal amount.....................................$__________
(3) The amount of the distribution set
forth in paragraph 1 above in respect of
principal of the Class B Certificates,
per $1,000 original certificate
principal amount.... .....................$__________
D) Amount of reductions in Class B
Invested Amount pursuant to clauses
(c), (d), and (e) of the definition of
Class B Invested Amount..............................
(1) The amount of reductions in Class
B Invested Amount pursuant to clauses
(c), (d) and (e) of the definition of
Class B Invested Amount..............................$__________
</TABLE>
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EXHIBIT 3 TO FORM 8-A
<TABLE>
<S> <C> <C>
(2) The amount of the reductions in
the Class B Invested Amount set forth
in paragraph 1 above, per $1,000
original certificate principal amount................$__________
(3) The total amount reimbursed in
respect of such reductions in the
Class B Invested Amount..............................$__________
(4) The amount set forth in paragraph
3 above, per $1,000 original
certificate principal amount.........................$__________
(5) The amount, if any, by which the
outstanding principal balance of the
Class B Certificates exceeds the Class
B Invested Amount after giving effect
to all transactions on such
Distribution Date....................................$__________
E) Information regarding certain
distributions to the Collateral
Interest Holder......................................$__________
(1) The amount distributed to the
Collateral Interest Holder in respect
of interest on the Collateral Invested
Amount...............................................$__________
(2) The amount distributed to the
Collateral Interest Holder in respect
of principal on the Collateral
Invested Amount......................................$__________
F) Amount of reductions in Collateral
Invested Amount pursuant to clauses
(c), (d), and (e) of the definition of
Collateral Invested Amount...........................
(1) The amount of reductions in the
Collateral Invested Amount pursuant to
clauses (c), (d) and (e) of the
definition of Collateral Invested
Amount...............................................$__________
(2) The total amount reimbursed in
respect of such reductions in the
Collateral Invested Amount...........................$__________
</TABLE>
AT&T UNIVERSAL CARD SERVICES CORP.,
Servicer
By
-------------------------
Name:
Title:
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<PAGE> 78
EXHIBIT 3 TO FORM 8-A
<TABLE>
<CAPTION>
RECEIVABLES --
<S> <C>
Beginning of the Month Principal Receivables: $_________
Beginning of the Month Finance Charge Receivables: $_________
Beginning of the Month Discounted Receivables: $_________
Beginning of the Month Premium Receivables: $_________
Beginning of the Month Total Receivables: $_________
Removed Principal Receivables: $_________
Removed Finance Charge Receivables: $_________
Removed Total Receivables: $_________
Additional Principal Receivables: $_________
Additional Finance Charge Receivables: $_________
Additional Total Receivables: $_________
Discounted Receivables Generated this Period: $_________
Premium Receivables Generated this Period $_________
End of the Month Principal Receivables: $_________
End of the Month Finance Charge Receivables: $_________
End of the Month Discounted Receivables: $_________
End of the Month Premium Receivables: $_________
End of the Month Total Receivables: $_________
Special Funding Account Balance $_________
Aggregate Invested Amount (all Master Trust $_________
Series)
End of the Month Transferor Amount $_________
DELINQUENCIES AND LOSSES --
End of the Month Delinquencies: RECEIVABLES
-----------
31-60 Days Delinquent $_________
61-90 Days Delinquent $_________
91+ Days Delinquent $_________
Total 31+ Days Delinquent $_________
Defaulted Accounts During the Month $_________
</TABLE>
C-4
<PAGE> 79
EXHIBIT 3 TO FORM 8-A
<TABLE>
<CAPTION>
INVESTED AMOUNTS --
<S> <C> <C>
Class A Initial Invested Amount $_________
Class B Initial Invested Amount $_________
Collateral Initial Invested Amount $_________
INITIAL INVESTED AMOUNT $_________
Class A Invested Amount $_________
Class B Invested Amount $_________
Collateral Invested Amount $_________
INVESTED AMOUNT $_________
Class A Adjusted Invested Amount $_________
Class B Adjusted Invested Amount $_________
ADJUSTED INVESTED AMOUNT $_________
MONTHLY SERVICING FEE $_________
INVESTOR DEFAULT AMOUNT $_________
GROUP I INFORMATION
WEIGHTED AVERAGE CERTIFICATE RATE FOR ALL SERIES $_________
IN GROUP ONE
GROUP I INVESTOR FINANCE CHARGE COLLECTIONS $_________
GROUP I INVESTOR ADDITIONAL AMOUNTS $_________
GROUP I INVESTOR DEFAULT AMOUNT $_________
GROUP I INVESTOR MONTHLY FEES $_________
GROUP I INVESTOR MONTHLY INTEREST $_________
SERIES 1997-1 INFORMATION
SERIES 1997-1 ALLOCATION PERCENTAGE _________%
SERIES 1997-1 ALLOCABLE FINANCE CHARGE $_________
COLLECTIONS
SERIES 1997-1 ADDITIONAL AMOUNTS $_________
SERIES 1997-1 ALLOCABLE DEFAULTED AMOUNT $_________
SERIES 1997-1 MONTHLY FEES $_________
SERIES 1997-1 ALLOCABLE PRINCIPAL COLLECTIONS $_________
SERIES 1997-1 REQUIRED TRANSFEROR AMOUNT $_________
FLOATING ALLOCATION PERCENTAGE _________%
</TABLE>
C-5
<PAGE> 80
EXHIBIT 3 TO FORM 8-A
<TABLE>
<S> <C> <C>
INVESTOR FINANCE CHARGE COLLECTIONS _________%
INVESTOR DEFAULT AMOUNT $_________
REALLOCATED INVESTOR FINANCE CHARGE COLLECTIONS $_________
PRINCIPAL ALLOCATION PERCENTAGE _________%
AVAILABLE PRINCIPAL COLLECTIONS $_________
CLASS A AVAILABLE FUNDS --
CLASS A FLOATING PERCENTAGE _________%
Class A Floating Percentage of Reallocated $_________
Investor Finance Charge Collections
Other Amounts $_________
TOTAL CLASS A AVAILABLE FUNDS $_________
Class A Monthly Interest $_________
Class A Servicing Fee (if applicable) $_________
Class A Investor Default Amount $_________
TOTAL CLASS A EXCESS SPREAD $_________
CLASS A REQUIRED AMOUNT $_________
CLASS B AVAILABLE FUNDS -- $_________
CLASS B FLOATING PERCENTAGE _________%
CLASS B AVAILABLE FUNDS $_________
Class B Monthly Interest $_________
Class B Servicing Fee (if applicable) $_________
COLLATERAL AVAILABLE FUNDS COLLATERAL FLOATING _________%
PERCENTAGE
COLLATERAL AVAILABLE FUNDS $_________
Collateral Interest Servicing Fee (if $_________
applicable)
TOTAL COLLATERAL EXCESS SPREAD $_________
TOTAL CLASS B EXCESS SPREAD $_________
</TABLE>
C-6
<PAGE> 81
EXHIBIT 3 TO FORM 8-A
<TABLE>
<S> <C>
EXCESS SPREAD --
TOTAL EXCESS SPREAD $_________
Excess Spread Applied to Class A Required Amount $_________
Excess Spread Applied to Class A Investor Charge $_________
Offs
Excess Spread Applied to Class B Required Amount $_________
Excess Spread Applied to Reductions of Class B $_________
Invested Amount pursuant to clauses (c), (d) and
(e)
Excess Spread Applied to Collateral Monthly $_________
Interest
Excess Spread Applied to Unpaid Monthly $_________
Servicing Fee
Excess Spread Applied to Collateral Default $_________
Amount
Excess Spread Applied to Reductions of $_________
Collateral Invested Amount Pursuant to Clauses
(c), (d) and (e)
Excess Spread Applied to Reserve Account $_________
Excess Spread Applied to Other Amounts Owed to $_________
Collateral Interest Holder
TOTAL EXCESS FINANCE CHARGE COLLECTIONS ELIGIBLE $_________
FOR OTHER EXCESS ALLOCATION SERIES
EXCESS FINANCE CHARGES COLLECTIONS
TOTAL EXCESS FINANCE CHARGE COLLECTIONS FOR ALL $_________
ALLOCATION SERIES
SERIES 1997-1 EXCESS FINANCE CHARGE COLLECTIONS --
EXCESS FINANCE CHARGE COLLECTIONS ALLOCATED TO $_________
SERIES 1997-1
Excess Finance Charge Collections Applied to $_________
Class A Required Amount
Excess Finance Charge Collections Applied to $_________
Class A Investor Charge Offs
Excess Finance Charge Collections Applied to $_________
Class B Required Amount
Excess Finance Charge Collections Applied to $_________
Reductions of Class B Invested Amount Pursuant
to Clauses (c), (d) and (e)
</TABLE>
C-7
<PAGE> 82
EXHIBIT 3 TO FORM 8-A
<TABLE>
<S> <C> <C>
Excess Finance Charge Collections Applied to $_________
Collateral Monthly Interest
Excess Finance Charge Collections Applied to $_________
Unpaid Monthly Servicing Fee
Excess Finance Charge Collections Applied to $_________
Collateral Default Amount
Excess Finance Charge Collections Applied to $_________
Reductions of Collateral Invested Amount
Pursuant to Clauses (c), (d) and (e)
Excess Finance Charge Collections Applied to $_________
Reserve Account
Excess Finance Charge Collections Applied to $_________
Other Amounts Owed to Collateral Interest Holder
YIELD AND BASE RATE --
Base Rate (Current Month) _________%
Base Rate (Prior Month) _________%
Base Rate (Two Months Ago) _________%
THREE MONTH AVERAGE BASE RATE _________%
Series Adjusted Portfolio Yield (Current Month) _________%
Series Adjusted Portfolio Yield (Prior Month) _________%
Series Adjusted Portfolio Yield (Two Months Ago) _________%
THREE MONTH AVERAGE SERIES ADJUSTED PORTFOLIO _________%
YIELD
PRINCIPAL COLLECTIONS --
CLASS A PRINCIPAL PERCENTAGE _________%
Class A Principal Collections $_________
CLASS B PRINCIPAL PERCENTAGE _________%
Class B Principal Collections $_________
COLLATERAL PRINCIPAL PERCENTAGE ________%
Collateral Principal Collections $_________
AVAILABLE PRINCIPAL COLLECTIONS $_________
REALLOCATED PRINCIPAL COLLECTIONS $_________
</TABLE>
C-8
<PAGE> 83
EXHIBIT 3 TO FORM 8-A
<TABLE>
<S> <C> <C>
SERIES 1997-1 PRINCIPAL SHORTFALL $_________
SHARED PRINCIPAL COLLECTIONS ALLOCABLE FROM OTHER $_________
PRINCIPAL SHARING SERIES
ACCUMULATION -- -
Controlled Accumulation Amount $_________
Deficit Controlled Accumulation Amount $_________
CONTROLLED DEPOSIT AMOUNT $_________
PRINCIPAL FUNDING ACCOUNT BALANCE $_________
SHARED PRINCIPAL COLLECTIONS ELIGIBLE FOR OTHER $_________
PRINCIPAL SHARING SERIES
INVESTOR CHARGE OFFS AND REDUCTIONS
CLASS A INVESTOR CHARGE OFFS $_________
REDUCTIONS IN CLASS B INVESTED AMOUNT (OTHER THAN $_________
BY PRINCIPAL PAYMENTS)
REDUCTIONS IN COLLATERAL INVESTED AMOUNT (OTHER $_________
THAN BY PRINCIPAL PAYMENTS)
PREVIOUS CLASS A CHARGE OFFS REIMBURSED $_________
PREVIOUS CLASS B INVESTED AMOUNT REDUCTIONS $_________
REIMBURSED
PREVIOUS COLLATERAL INVESTED AMOUNT REDUCTIONS $_________
REIMBURSED
</TABLE>
AT&T UNIVERSAL CARD SERVICES CORP.,
as Servicer
By:
----------------------------
Name:
Title:
C-9
<PAGE> 84
EXHIBIT 3 TO FORM 8-A
EXHIBIT D
FORM OF MONTHLY SERVICER'S CERTIFICATE
AT&T UNIVERSAL CARD SERVICES CORP.
AT&T UNIVERSAL CARD MASTER TRUST
SERIES 1997-1
The undersigned, a duly authorized representative of AT&T
Universal Card Services Corp., as Servicer ("UCS"), pursuant to the Pooling and
Servicing Agreement dated as of August 1, 1995 (as amended and supplemented,
the "Agreement"), as supplemented by the Series 1997-1 Supplement (as amended
and supplemented, the "Series Supplement"), among UCS, as Servicer, AT&T
Universal Funding Corp., as Transferor, and Bankers Trust Company, as Trustee,
does hereby certify as follows:
1. Capitalized terms used in this Certificate have their
respective meanings as set forth in the Agreement or the Series
Supplement, as applicable.
2. UCS is, as of the date hereof, the Servicer under the
Agreement.
3. The undersigned is a Servicing Officer.
4. This Certificate relates to the Distribution Date
occurring on __________ ____, 199__.
5. As of the date hereof, to the best knowledge of the
undersigned, the Servicer has performed in all material respects all
its obligations under the Agreement through the Monthly Period
preceding such Distribution Date [or, if there has been a default in
the performance of any such obligation, set forth in detail the (i)
nature of such default, (ii) the action taken by the Servicer, if
any, to remedy such default and (iii) the current status of each
such default; if applicable, insert "None"].
6. As of the date hereof, to the best knowledge of the
undersigned, no Pay Out Event occurred on or prior to such
Distribution Date.
IN WITNESS WHEREOF, the undersigned has duly executed and
delivered this Certificate this ____ day of ____ __, ____.
AT&T UNIVERSAL CARD SERVICES CORP.,
Servicer
By:
---------------------------------
Name:
Title:
D-1
