<PAGE>
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
American Express American Express Receivables
Centurion Bank Financing Corporation II
(Exact name of registrants as specified in its charter)
United States United States
(State of incorporation (State of incorporation
or organization) or organization)
13-3256118 13-3854638
(IRS Employer (IRS Employer
Identification No.) Identification No.)
301 N. Walnut Street World Financial Center
Wilmington, Delaware 200 Vesey Street
(Address of principal New York, New York
executive offices) (Address of principal
executive offices)
19801
(Zip Code) 10285
(Zip Code)
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:
American Express Credit Account Master Trust
Class A Series 1998-1 Floating Rate Asset Backed Certificates
Class B Series 1998-1 Floating Rate Asset Backed Certificates
- ------------------------------------------------------------------------------
(Title of Class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The description of the Class A Series 1998-1 Floating Rate Asset Backed
Certificates and Class B Series 1998-1 Floating Rate 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 June 17, 1998, and "Summary of Series Terms" and "Maturity
Considerations" in the Prospectus Supplement, dated June 17, 1998 (the
Prospectus and the Prospectus Supplement are attached hereto as Exhibit 4.3).
Item 2. Exhibits.
Exhibit 4.1-- Pooling and Servicing Agreement, dated as of
May 16, 1996 (incorporated by reference to Registration
Statement No. 33-95784 filed on May 30, 1996).
Exhibit 4.2-- Series 1998-1 Supplement to the Pooling and
Servicing Agreement, dated as of June 23, 1998 (incorporated
by reference to Exhibit 4.1 of Form 8-K filed on
July 15, 1998 (File No. 000-20787).
Exhibit 4.3-- Prospectus dated June 17, 1998 and Prospectus
Supplement, dated June 17, 1998 as filed with the
Securities and Exchange Commission on June 19, 1998
pursuant to Rule 424(b)(2).
Exhibit 5.1-- Form of specimens of certificates representing
the Class A Series 1998-1 Floating Rate Asset Backed
Certificates and the Class B Series 1998-1 Floating Rate
Asset Backed Certificates.
2
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrants have duly caused this Form 8-A to be
signed on their behalf by the undersigned, thereunto duly authorized.
AMERICAN EXPRESS
CENTURION BANK
By: /s/ Robert D. Kraus
--------------------------------
Name: Robert D. Kraus
Title: Assistant Secretary
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION II
By: /s/ Leslie R. Scharfstein
--------------------------------
Name: Leslie R. Scharfstein
Title: President
Date: August 24, 1998
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
------ -------
Exhibit 4.1-- Pooling and Servicing Agreement, dated as of
May 16, 1996 (incorporated by reference to Registration
Statement No. 33-95784 filed on May 30, 1996).
Exhibit 4.2-- Series 1998-1 Supplement to the Pooling and
Servicing Agreement, dated as of June 23, 1998 (incorporated
by reference to Exhibit 4.1 of Form 8-K filed on
July 15, 1998 (File No. 000-20787).
Exhibit 4.3-- Prospectus dated June 17, 1998 and Prospectus
Supplement, dated June 17, 1998 as filed with the
Securities and Exchange Commission on June 19, 1998
pursuant to Rule 424(b)(2).
Exhibit 5.1-- Form of specimens of certificates representing
the Class A Series 1998-1 Floating Rate Asset Backed
Certificates and the Class B Series 1998-1 Floating Rate
Asset Backed Certificates.
4
<PAGE>
CLASS A CERTIFICATE
REGISTERED $____,000,000
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 American Express Centurion Bank and American Express Receivables Financing
Corporation II or their 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.
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
SERIES 1998-1
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Expected Final Payment Date:
The June 2003 Distribution Date
Each $1,000 minimum denomination represents a
1/825,000th undivided interest
in Class A of the
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST, SERIES 1998-1
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 credit and charge
accounts serviced by
AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.,
and other assets and interests constituting Trust Assets under the Pooling and
Servicing Agreement referred to below.
Not an interest in or obligation of American Express Travel Related
Services Company, Inc., American Express Centurion Bank, American Express
Receivables Financing Corporation II 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 trust
(the "Trust") created pursuant to the Pooling and Servicing Agreement, dated as
of May 16, 1996 (as amended and supplemented, the "Agreement"), as supplemented
by the Series 1998-1 Supplement, dated as of June 23, 1998 (as amended and
supplemented, the "Supplement"), among American Express Centurion Bank and
American Express Receivables Financing Corporation II, as transferors (together,
the "Transferors"), American Express
<PAGE>
Travel Related Services Company, Inc., as servicer, and The Bank of New York, a
New York banking corporation, as trustee (the "Trustee"). The corpus of the
Trust consists of (i) the Transferors' ownership interest in a portfolio of
receivables (the "Receivables") existing in credit and charge 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 Transferors 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 Transferors 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 Transferors.
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 June 2003 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, 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.
<PAGE>
IN WITNESS WHEREOF, the Transferors have caused this Class A
Certificate to be duly executed.
AMERICAN EXPRESS CENTURION BANK
By:
----------------------------
Name:
Title:
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION II
By:
----------------------------
Name:
Title:
Dated: June 23, 1998
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the American Express Credit Account Master Trust Series
1998-1 Class A Certificates described in the within-mentioned Agreement and
Supplement.
THE BANK OF NEW YORK
as Trustee
By:
----------------------------
Authorized Officer
Dated: June 23, 1998
<PAGE>
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
SERIES 1998-1
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 American Express Credit Account Master Trust,
Series 1998-1 (the "Series 1998-1 Certificates"), and one of a class thereof
entitled Class A Series 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 $825,000,000. 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 Transferors
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 by the Trustee to the Series 1998-1 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 5% or less of the Initial Invested Amount, the Transferors have
the option to repurchase the Series 1998-1 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 1998-1 Certificateholders will not have any interest
in the Receivables and the Series 1998-1 Certificates will represent only the
right to receive such Reassignment Amount.
<PAGE>
This Class A Certificate does not represent an obligation of, or an
interest in, the Transferors or the Servicer or any affiliate of any of them and
is not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other governmental agency or instrumentality. 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.
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.
<PAGE>
ASSIGNMENT
Social Security or other identifying number of assignee
-------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
- --------------------------------------------------------------------------------
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints , attorney, to transfer said certificate on the books
kept for registration thereof, with full power of substitution in the premises.
Dated: ______________ _________________________*/
Signature Guaranteed:
___________________________
- ----------
*/ 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.
<PAGE>
CLASS B CERTIFICATE
THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT
OF A BENEFIT PLAN (AS DEFINED BELOW)
REGISTERED $__,000,000
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 American Express Centurion Bank and American Express Receivables Financing
Corporation II or their 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.
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
SERIES 1998-1
CLASS B FLOATING RATE ASSET BACKED CERTIFICATE
Expected Final Payment Date:
The June 2003 Distribution Date
Each $1,000 minimum denomination represents a
1/80,000 undivided interest
in Class B of the
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST, SERIES 1998-1
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 credit and charge
accounts serviced by
AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.,
and other assets and interests constituting Trust Assets under the Pooling and
Servicing Agreement referred to below.
Not an interest in or obligation of American Express Travel Related
Services Company, Inc., American Express Centurion Bank, American
Express Receivables Financing Corporation II or any of their respective
affiliates.
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 May 16, 1996 (as amended and supplemented, the "Agreement"), as
supplemented by the Series 1998-1 Supplement, dated as of June 23, 1998 (as
amended and supplemented, the "Supplement"), among American Express Centurion
Bank and American Express
<PAGE>
Receivables Financing Corporation II, as transferors (together, the
"Transferors"), American Express Travel Related Services Company, Inc., as
servicer, and The Bank of New York, a New York banking corporation, as trustee
(the "Trustee"). The corpus of the Trust consists of (i) the Transferors'
ownership interest in a portfolio of receivables (the "Receivables") existing in
credit and charge 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.
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 Transferors 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
Transferors 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
Transferors.
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 June 2003 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
<PAGE>
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.
<PAGE>
IN WITNESS WHEREOF, the Transferors have caused this Class B
Certificate to be duly executed.
AMERICAN EXPRESS CENTURION BANK
By: ______________________________
Name:
Title:
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION II
By: ______________________________
Name:
Title:
Dated: June 23, 1998
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the American Express Credit Account Master
Trust Series 1998-1 Class B Certificates described in the within mentioned
Agreement and Supplement.
THE BANK OF NEW YORK
as Trustee
By: ______________________________
Authorized Officer
Dated: June 23, 1998
<PAGE>
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
SERIES 1998-1
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 American Express Credit
Account Master Trust, Series 1998-1 (the "Series 1998-1 Certificates"), and one
of a class thereof entitled Class B Series 1998-1 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 1998-1 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
Transferors 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 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 1998-1 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 5% or less of the Initial Invested Amount, the Transferors
have the option to repurchase the Series 1998-1
<PAGE>
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 1998-1
Certificateholders will not have any interest in the Receivables and the Series
1998-1 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 Transferors or the Servicer or any affiliate of any of
them and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency or instrumentality. 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
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.
<PAGE>
ASSIGNMENT
Social Security or other identifying number of assignee ________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto
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(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ________________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: _____________ _______________________******/
Signature Guaranteed:
______________________________
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******/ 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
