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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.)
6985 Union Park Center World Financial Center
Midvale, Utah 200 Vesey Street
---------------------- New York, New York
(Address of principal ----------------------
executive offices) (Address of principal
executive offices)
19801
---------- 10285
(Zip Code) ----------
(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 1997-1 6.40% Asset Backed Certificates
Class B Series 1997-1 6.55% Asset Backed Certificates
- --------------------------------------------------------------------------------
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The description of the Class A Series 1997-1 6.40% Asset Backed
Certificates and Class B Series 1997-1 6.55% 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 August 21, 1997, and "Summary of Series Terms" and "Maturity
Considerations" in the Prospectus Supplement, dated August 21, 1997 (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 Exhibit 4.1 to the
Registration Statement on Form 8-A (File Number 000-20787)
filed May 30, 1996).
Exhibit 4.2 -- Series 1997-1 Supplement to the Pooling and Servicing
Agreement, dated as of August 28, 1997.
Exhibit 4.3 -- Prospectus dated August 21, 1997 and Prospectus Supplement,
dated August 21, 1997(incorporated by reference to the
Prospectus and Prospectus Supplement, dated August 21, 1997,
as filed by American Express Credit Account Master Trust
with the Securities and Exchange Commission on August 25,
1997 pursuant to Rule 424(b)(5)).
Exhibit 5.1 -- Form of specimens of certificates representing the Class A
Series 1997-1 6.40% Asset Backed Certificates and the Class
B Series 1997-1 6.55% Asset Backed Certificates.
2
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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/ Maureen Ryan
--------------------------------
Name: Maureen Ryan
Title: Assistant Treasurer
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION II
By: /s/ Leslie Scharfstein
--------------------------------
Name: Leslie R. Scharfstein
Title: President
Date: September 4, 1997
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
------ -------
Exhibit 4.1 -- Pooling and Servicing Agreement, dated as of
May 16, 1996 (incorporated by reference to Exhibit
4.1 to the Registration Statement on Form 8-A (File
Number 000-20787) filed May 30, 1996).
Exhibit 4.2 -- Series 1997-1 Supplement to the Pooling and
Servicing Agreement, dated as of August 28, 1997.
Exhibit 4.3 -- Prospectus dated August 21, 1997 and Prospectus
Supplement, dated August 21, 1997(incorporated by
reference to the Prospectus and Prospectus
Supplement, dated August 21, 1997, as filed by
American Express Credit Account Master Trust with
the Securities and Exchange Commission on August
25, 1997 pursuant to Rule 424(b)(5)).
Exhibit 5.1 -- Form of specimens of certificates representing
the Class A Series 1997-1 6.40% Asset Backed
Certificates and the Class B Series 1997-1 6.55%
Asset Backed Certificates.
4
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EXHIBIT 4.2
<PAGE>
EXECUTION COPY
================================================================================
SERIES 1997-1 SUPPLEMENT
Dated as of August 28, 1997
to
POOLING AND SERVICING AGREEMENT
Dated as of May 16, 1996
$1,000,000,000
------------------------------
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
Series 1997-1
------------------------------
among
AMERICAN EXPRESS CENTURION BANK
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II
as Transferors
AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.
as Servicer
and
THE BANK OF NEW YORK
as Trustee
on behalf of the Series 1997-1 Certificateholders
================================================================================
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TABLE OF CONTENTS
<TABLE>
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ARTICLE I
Creation of the Series 1997-1 Certificates
<S> <C>
Section 1.01. Designation............................................................................. 1
ARTICLE II
Definitions
Section 2.01. Definitions............................................................................. 2
ARTICLE III
Servicing Fee
Section 3.01. Servicing Compensation.................................................................. 14
ARTICLE IV
Rights of Series 1997-1 Certificateholders and
Allocation and Application of Collections
Section 4.01. Collections and Allocations............................................................. 15
Section 4.02. Determination of Monthly Interest....................................................... 17
Section 4.03. Principal Funding Account; Controlled Accumulation Period............................... 18
Section 4.04. Required Amount......................................................................... 20
Section 4.05. Application of Class A Available Funds, Class B Available Funds,
Collateral Available Funds and Available Principal Collections............................. 21
Section 4.06. Defaulted Amounts; Investor Charge-Offs................................................. 23
Section 4.07. Excess Spread; Excess Finance Charge Collections........................................ 24
Section 4.08. Reallocated Principal Collections....................................................... 26
Section 4.09. Excess Finance Charge Collections....................................................... 26
Section 4.10. Reallocated Investor Finance Charge Collections......................................... 27
Section 4.11. Shared Principal Collections............................................................ 28
Section 4.12. Reserve Account......................................................................... 28
Section 4.13. Investment Instructions................................................................. 29
</TABLE>
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<TABLE>
<CAPTION>
Page
ARTICLE V
Distributions and Reports to
Series 1997-1 Certificateholders
<S> <C>
Section 5.01. Distributions........................................................................... 30
Section 5.02. Reports and Statements to Series 1997-1 Certificateholders.............................. 31
ARTICLE VI
Pay-Out Events
Section 6.01. Pay-Out Events.......................................................................... 31
ARTICLE VII
Optional Repurchase; Series Termination
Section 7.01. Optional Repurchase..................................................................... 33
Section 7.02. Series Termination...................................................................... 33
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............. 34
Section 8.02. Distribution of Proceeds of Sale, Disposition or Liquidation of the
Receivables pursuant to Section 9.01 of the Agreement.................................. 35
ARTICLE IX
Miscellaneous Provisions
Section 9.01. Ratification of Agreement............................................................... 36
Section 9.02. Counterparts............................................................................ 36
Section 9.03. Governing Law........................................................................... 36
</TABLE>
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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
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SERIES 1997-1 SUPPLEMENT, dated as of August 28, 1997 (the
"Supplement"), among AMERICAN EXPRESS CENTURION BANK, a Utah chartered
industrial loan company, and AMERICAN EXPRESS RECEIVABLES FINANCING
CORPORATION II, a Delaware corporation, as Transferors, AMERICAN
EXPRESS TRAVEL RELATED SERVICES COMPANY, INC., a New York corporation,
as Servicer, and THE BANK OF NEW YORK, 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
May 16, 1996 (as amended and supplemented, the "Agreement"), among the
Transferors, the Servicer and the Trustee, the Transferors have created the
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST (the "Trust"). Section 6.03 of the
Agreement provides that the Transferors 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 Transferors 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
"American Express Credit Account 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 6.40% Asset Backed Certificates" and the second of
which shall be known as the "Class B Series 1997-1 6.55% Asset Backed
Certificates." In addition, there is hereby created a third Class of
uncertificated interests in the Trust which shall be known as the "Collateral
Interest, Series 1997-1" and which 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.
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 October 1997
Distribution Date and the first Monthly Period shall begin on and include August
28, 1997 and end on and include September 23, 1997.
(c) Except as expressly provided herein, the provisions of
Article VI and Article XII of the Agreement relating to the registration,
authentication, delivery, presentation, cancellation and surrender of Registered
Certificates shall not be applicable to the Collateral Interest.
<PAGE>
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 Section 4.08 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
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.
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"Class A Certificate Rate" shall mean 6.40% per annum,
calculated on the basis of a 360- day year consisting of twelve 30-day months.
"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 Transferors 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 $865,000,000.
"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
(i) the aggregate amount of Class A Investor Charge-Offs for all prior
Distribution Dates over (ii) 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).
"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, the Early Amortization Period or
any Partial 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 close of business on the date on which the Revolving
Period shall have terminated and the denominator of which is the Invested Amount
as of the close of business on the date on which the Revolving Period shall have
terminated; 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).
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"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 6.55% per annum,
calculated on the basis of a 360- day year consisting of twelve 30-day months.
"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 Transferors and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-2.
"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 $60,000,000.
"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(e) 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.
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"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, the Early Amortization
Period or any Partial 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 close of business on the date on which the
Revolving Period shall have terminated and the denominator of which is the
Invested Amount as of the close of business on the date on which the Revolving
Period shall have terminated; 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 August 28, 1997.
"Collateral Additional Interest" shall have the meaning
specified in subsection 4.02(c).
"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 $75,000,000.
"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.
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"Collateral Interest Shortfall" shall have the meaning
specified in subsection 4.02(c).
"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(i), 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(c).
"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, the Early
Amortization Period or any Partial 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 close of business
on the date on which the Revolving Period shall have terminated and the
denominator of which is the Invested Amount as of the close of business on the
date on which the Revolving Period shall have terminated; 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,
$77,083,333.34; 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.
"Controlled Accumulation Period" shall mean, unless a Pay-Out
Event shall have occurred prior thereto, the period commencing at the close of
business on the last day of the August 2001 Monthly Period 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
6
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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 one-twelfth the product of (i) the
Class A Certificate Rate and (ii) 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 October 15, 1997, and the 15th
day of each calendar month thereafter, or if such 15th day is not a Business
Day, the next succeeding Business Day.
"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 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 September 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
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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 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 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.
"Invested Amount" shall mean, as of any date of determination,
an amount equal to the sum of (a) the Class A Invested Amount as of such date,
(b) the Class B Invested Amount as of such date and (c) the 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.
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"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.
"Loan Agreement" shall mean the agreement among the
Transferors, the Trustee and the Collateral Interest Holder, dated as of the
date hereof.
"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
subsection 3.01.
"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, the Early Amortization Period or any Partial Amortization
Period, the Series Adjusted Invested Amount for Series 1997-1 as of the close of
business on the date on which the Revolving Period shall have terminated 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 Transferors 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 Transferors 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 Transferors
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 Transferors, such designation will not cause a Pay-Out Event or an event
that, after the
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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.
"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 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 on a prior Distribution Date.
"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
$75,000,000 and (ii) on any Distribution Date thereafter, 7.50% 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 such Distribution Date after taking into account 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 such Distribution Date thereafter shall equal the Required Collateral
Invested Amount for such Distribution Date immediately preceding such reduction
or Pay-Out
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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.
"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) 0.50% 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 percentage (which may be 0%) of the Class A Invested Amount
designated by the Transferors, provided that if such percentage is less than the
percentage specified in clause (1) above, the Transferors shall have received
the prior written consent of the Collateral Interest Holder and 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 Transferors 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 July
25, 1997.
"Series 1997-1" shall mean the Series of Certificates the
terms of which are specified in this Supplement.
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"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), (e) and (i) 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(g).
"Series 1997-1 Monthly Interest" shall mean the amounts
determined pursuant to subsections 4.02(a), (b) and (c).
"Series 1997-1 Principal Shortfall" shall have the meaning
specified in Section 4.11.
"Series 1997-1 Termination Date" shall mean the April 2005
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.
"Special Payment Date" shall mean each Distribution Date with
respect to the Early Amortization Period.
"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.
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(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 and
Standard & Poor's. 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 and (ii) in the case of Moody's,
Aaa or P-1, as applicable.
(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."
ARTICLE III
Servicing Fee
Section 3.01. Servicing Compensation. 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 $1,833,333.33. 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 $1,585,833.33. 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
$110,000.00. 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 $137,500.00. 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
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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.
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 each
Deposit Date 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 Certificateholders' 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 each Deposit Date, allocate 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:
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(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 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 (the
product specified in this clause (B) for any such date is
hereinafter referred to as 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 during the Controlled Accumulation Period 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
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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, the remainder that has not been so
deposited and allocated 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.
(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 one-twelfth of
the product of (i) 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; provided that Class A Monthly Interest
for the first Distribution Date shall be an amount equal to $7,381,333.33.
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)
one-twelfth of 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) 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 one-twelfth of
the product of (i) 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; provided that Class B Monthly Interest for the first Distribution Date
shall be an amount equal to $524,000.00.
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)
one-twelfth of 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) shall be payable as provided
herein with respect to the Class B Certificates. Notwithstanding anything to the
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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) 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; provided, however,
with respect to the first Distribution Date, Collateral Monthly Interest shall
be equal to the interest accrued on the Collateral Initial Invested Amount at
the Collateral Rate for the period from the Closing Date to but excluding the
first Distribution 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 during 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.
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 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
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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 Servicer shall direct the Trustee in writing
to withdraw from the Principal Funding Account and deposit into the
Collection Account all Principal Funding Investment Proceeds then on
deposit in the Principal Funding Account and such Principal Funding
Investment Proceeds 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 (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
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 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 the last day of the August 2001 Monthly
Period; provided, however, that if the Controlled Accumulation Period Length
(which shall be determined as described below) is less than 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 August 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 12
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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 previously due but
not paid to the Class A Certificateholders on a prior Distribution Date, (iii)
any Class A Additional Interest for such Distribution Date and (iv) any Class A
Additional Interest previously due but not paid to the Class A
Certificateholders on a prior Distribution Date, (v) if TRS or an Affiliate of
TRS is no longer the Servicer, the Class A Servicing Fee for such Distribution
Date, (vi) if TRS or an Affiliate of TRS 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, (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 on a prior Distribution Date, (v) if TRS
or an Affiliate of TRS is no longer the Servicer, the Class B Servicing Fee for
such Distribution Date and (vi) if TRS or an Affiliate of TRS 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(d) 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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(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 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 on a
prior Distribution Date, shall be distributed to the Paying Agent for
payment to the Class A Certificateholders;
(ii) if TRS or an Affiliate of TRS 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 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 on a
prior Distribution Date, shall be distributed to the Paying Agent for
payment to the Class B Certificateholders;
(ii) if TRS or an Affiliate of TRS 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.
(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 TRS or an Affiliate of TRS 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.
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(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
(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
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(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 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(d) 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(e). 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.
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(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(h), 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(i).
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 interest accrued with respect to
the outstanding aggregate principal balance of the Class B Certificates
not otherwise distributed to the Class B Certificateholders on such
Distribution Date shall be distributed to the Class B
Certificateholders, except that any such interest previously due but
not paid will accrue at the Class B Certificate Rate plus 2% per annum;
(d) 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) (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;
(e) an amount equal to the aggregate amount by which the Class
B Invested Amount has been reduced pursuant to clauses (c), (d) and (e)
of the definition of "Class B Invested Amount" in Section 2.01 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;
(f) 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;
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(g) 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;
(h) 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;
(i) an amount equal to the aggregate amount by which the
Collateral Invested Amount has been reduced pursuant to clauses (c),
(d) and (e) of 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;
(j) 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;
(k) 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
(l) 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 4.05 of the Agreement.
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
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Amount 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. Subject to Section 4.05 of the Agreement,
Excess Finance Charge Collections with respect to the Excess Allocation Series
for any Distribution Date will be allocated to Series 1997-1 in an amount equal
to the product of (x) the aggregate amount of Excess Finance Charge Collections
with respect to all the Excess Allocation Series for such Distribution Date and
(y) a fraction, the numerator of which is the Finance Charge Shortfall for
Series 1997-1 for such Distribution Date and the denominator of which is the
aggregate amount of Finance Charge Shortfalls for all the Excess Allocation
Series for such Distribution Date. 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 (k) 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 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;
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(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).
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
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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(j).
(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 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(j)
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 the Agreement, the Trustee, acting in accordance
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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. 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 10:30 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 by the Trustee
after 10:30 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 10:30 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 Distribution Date, the Paying Agent shall
distribute to each Class A Certificateholder of record on the related Record
Date (other than as provided in Section 12.02 of the Agreement) such Class A
Certificateholder's pro rata share of the amounts held by the Paying Agent that
are allocated and available on such Distribution 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 (in accordance with the
Certificate delivered by the Servicer pursuant to Section 3.04(b) of the
Agreement) 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 Distribution Date, the Paying Agent shall
distribute (in accordance with the Certificate delivered by the Servicer
pursuant to Section 3.04(b) of the Agreement) 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
held by the Paying Agent that are allocated and available on such Distribution
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 (in accordance with the
Certificate delivered by the Servicer pursuant to Section 3.04(b) of the
Agreement) to each Class B Certificateholder of record on the related Record
Date (other
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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).
(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 to this Supplement prepared by the
Servicer and delivered to the Paying Agent.
(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 to this
Supplement 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 1997, 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.
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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:
(a) the occurrence of (i) an Insolvency Event relating to any
Transferor or other holder of the Original Transferor Certificate or
(ii) a TRS Insolvency Event unless an Opinion of Counsel acceptable to
the Trustee to the effect that, for federal income tax purposes, such
TRS Insolvency Event would not cause the Trust to be deemed to be an
association (or publicly traded partnership) taxable as a corporation
shall be delivered to the Trustee and each Rating Agency within 30 days
of the occurrence of such TRS Insolvency Event;
(b) the Trust becomes an investment company within the meaning
of the Investment Company Act;
(c) failure on the part of any 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 Transferors 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 such Transferor by
the Trustee, or to the Transferors and the Trustee by any Holder of the
Series 1997-1 Certificates;
(d) any representation or warranty made by any Transferor in
the Agreement or this Supplement, or any information contained in a
computer file or microfiche list required to be delivered by any
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 such Transferor by the Trustee, or to such
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 a
Transferor has accepted reassignment of the related Receivable, or all
of such Receivables, if applicable, during such period (or such longer
period not to exceed an additional 60 days as the Trustee may specify)
in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in
Additional Accounts or Participation Interests to the Trust within five
Business Days after the day on which it is required to convey such
Receivables or Participation Interests pursuant to subsection 2.09(a)
of the Agreement;
(f) any Servicer Default which would have an Adverse Effect
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;
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(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;
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 Transferors 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 5% or less of the Initial Invested Amount, the
Transferors 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 Transferors shall give the Servicer and the Trustee at
least 30 days prior written notice of the date on which the Transferors intend
to exercise such purchase option. Not later than 12:00 noon, New York City time,
on such day the Transferors 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 2005 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 Transferors and the 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. Each Transferor and its Affiliates shall be permitted to bid for the
Receivables and, in addition, shall have the right to match any bid and
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to purchase the Receivables at such matched price if such matched price shall be
the highest bid price received by the Trustee.
(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 2005 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 Transferors with respect
to Series 1997-1 in connection with a reassignment of Receivables to
the Transferors 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 Transferors 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 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
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distributed to the Paying Agent for payment to the Class A Certificateholders
and (y) an amount equal to the sum of (A) Class A Monthly Interest for such
Distribution Date, (B) any Class A Monthly Interest previously due but not
distributed to the Class A Certificateholders on a prior Distribution Date and
(C) the amount of Class A Additional Interest, if any, for such Distribution
Date and any Class A Additional Interest previously due but not distributed to
the Class A Certificateholders on any prior Distribution Date, will be
distributed to the Paying Agent for payment to the Class A Certificateholders,
(ii) (x) the Class B 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 on a prior Distribution Date and
(C) the amount of Class B Additional Interest, if any, for such Distribution
Date and any Class B Additional Interest previously due but not distributed to
the Class B Certificateholders on any prior Distribution Date, will be
distributed to the Paying Agent for payment to the Class B Certificateholders
and (iii) 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
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
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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 on a prior Distribution Date and
(y) the amount of Class A Additional Interest, if any, for such Distribution
Date and any Class A Additional Interest previously due but not distributed to
the Class A Certificateholders on a prior Distribution Date from the portion of
the Insolvency Proceeds allocated to Collections of Finance Charge Receivables
and distribute such amount to the Paying Agent for payment to the Class A
Certificateholders, provided that the amount of such distribution shall not
exceed the product of (x) the portion of the Insolvency Proceeds allocated to
Series 1997-1 Allocable Finance Charge Collections, (y) the Floating Allocation
Percentage with respect to the related Monthly Period and (z) the Class A
Floating Percentage with respect to such Monthly Period 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 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 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.
34
<PAGE>
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.
[The signature page follows this page.]
35
<PAGE>
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.
AMERICAN EXPRESS RECEIVABLES FINANCING
CORPORATION II,
as a Transferor,
By: /s/ Leslie R. Scharfstein
-----------------------------------
Name: Leslie R. Scharfstein
Title: President
AMERICAN EXPRESS CENTURION BANK,
as a Transferor,
By: /s/ Maureen Ryan
-----------------------------------
Name: Maureen Ryan
Title: Assistant Treasurer
AMERICAN EXPRESS TRAVEL RELATED SERVICES
COMPANY, INC.,
as the Servicer,
By: /s/ Jay B. Stevelman
-----------------------------------
Name: Jay B. Stevelman
Title: Senior Vice President and Treasurer
THE BANK OF NEW YORK,
as Trustee,
By: /s/ Reyne A. Macadaeg
-----------------------------------
Name: Reyne A. Macadaeg
Title: Assistant Vice President
<PAGE>
EXHIBIT 5.1
<PAGE>
SPECIMEN CLASS A CERTIFICATE
REGISTERED $[*]
No. R-[*] CUSIP No. 02582JAC4
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 Finance
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 1997-1
CLASS A 6.40% ASSET BACKED CERTIFICATE
Expected Final Payment Date:
The September 2002 Distribution Date
Each $1,000 minimum denomination represents a
1/865,000 undivided interest
in Class A of the
AMERICAN EXPRESS CREDIT ACCOUNT 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 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 1997-1 Supplement, dated as of August 28, 1997 (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 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 September 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, 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.
2
<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: August 28, 1997
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the American Express Credit Account Master
Trust Series 1997-1 Class A Certificates described in the within-mentioned
Agreement and Supplement.
THE BANK OF NEW YORK,
as Trustee,
By:___________________________________
Authorized Officer
Dated: August 28, 1997
<PAGE>
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
SERIES 1997-1
CLASS A 6.40% 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 1997-1 (the "Series 1997-1 Certificates"), and one of a class thereof
entitled Class A Series 6.40% 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 $865,000,000. 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 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 5% or less of the Initial Invested Amount, the Transferors have
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 Transferors or the Servicer or any affiliate of any of them and
is not insured or guaranteed by the
<PAGE>
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 Certificate-holder 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.
2
<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>
SPECIMEN CLASS B CERTIFICATE
THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT
OF A BENEFIT PLAN (AS DEFINED BELOW)
REGISTERED $[*]
No. R-[*] CUSIP No. 02582JAD2
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 1997-1
CLASS B 6.55% ASSET BACKED CERTIFICATE
Expected Final Payment Date:
The September 2002 Distribution Date
Each $1,000 minimum denomination represents a
1/60,000 undivided interest
in Class B of the
AMERICAN EXPRESS CREDIT ACCOUNT 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 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.
<PAGE>
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 1997-1 Supplement, dated as of August 28, 1997 (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 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
2
<PAGE>
Expected Final Payment Date is the September 2002 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.
3
<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: August 28, 1997
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the American Express Credit Account Master Trust Series
1997-1 Class B Certificates described in the within mentioned Agreement and
Supplement.
THE BANK OF NEW YORK,
as Trustee
By:__________________________________
Authorized Signatory
Dated: August 28, 1997
<PAGE>
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
SERIES 1997-1
CLASS B 6.55% 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 1997-1 (the "Series 1997-1 Certificates"), and one of a class thereof
entitled Class B Series 1997-1 6.55% 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 $60,000,000. 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 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 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 5% or less of the Initial Invested Amount, the Transferors have
the option to repurchase the Series 1997-1
<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 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 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.
2
<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.
