EXHIBIT 10.1.23
EXECUTION COPY
CHARMING SHOPPES RECEIVABLES CORP.
Seller
SPIRIT OF AMERICA, INC.
Servicer
and
FIRST UNION NATIONAL BANK
Trustee
on behalf of the Series 1999-2 Certificateholders
__________________________________
SERIES 1999-2 SUPPLEMENT
Dated as of May 28, 1999
to
SECOND AMENDED AND RESTATED POOLING AND
SERVICING AGREEMENT
Dated as of November 25, 1997
__________________________________
up to $55,750,000
CHARMING SHOPPES MASTER TRUST
SERIES 1999-2
TABLE OF CONTENTS
PAGE
SECTION 1. Designation 1
SECTION 2. Definitions 1
SECTION 3. Servicing Compensation 16
SECTION 4. Variable Funding Mechanics 16
SECTION 5. Optional Repurchase; Reassignment and
Termination Provisions 18
SECTION 6. Maximum Funded Amounts 19
SECTION 7. Delivery and Payment for the Series 1999-2
Certificates 19
SECTION 8. Article IV of Agreement 19
SECTION 9. Article V of the Agreement. 31
SECTION 10. Series 1999-2 Early Amortization Events 33
SECTION 11. Series 1999-2 Termination 35
SECTION 12. Limitations on Addition of Accounts 35
SECTION 13. Ratification of Agreement 35
SECTION 14. Counterparts 35
SECTION 15. Governing Law 35
SECTION 16. No Petition 35
SECTION 17. Tax Representation and Covenant 36
SECTION 18. Amendments 36
SECTION 19. State Street Capital Business Combination 36
EXHIBITS
EXHIBIT A-1 Form of Class A Certificate
EXHIBIT A-2 Form of Class B Certificate
EXHIBIT B Form of Optional Amortization Payment
Instructions and Notification to the Trustee
EXHIBIT C Form of Monthly Payment Instructions and
Notification to the Trustee
EXHIBIT D Form of Monthly Certificateholders' Statement
SERIES 1999-2 SUPPLEMENT, dated as of
May 28, 1999 (this "Supplement"), by and among CHARMING
SHOPPES RECEIVABLES CORP., a Delaware corporation, as Seller
(the "Seller"), SPIRIT OF AMERICA, INC., as Servicer (the
"Servicer"), and FIRST UNION NATIONAL BANK, as Trustee (the
"Trustee") under the Second Amended and Restated Pooling and
Servicing Agreement dated as of November 25, 1997 among the
Seller, the Servicer and the Trustee (as amended from time
to time, the "Agreement").
Section 6.9 of the Agreement provides, among other
things, that the Seller, the Servicer and the Trustee may at
any time and from time to time enter into a supplement to
the Agreement for the purpose of authorizing the delivery by
the Trustee to the Seller for the execution and redelivery
to the Trustee for authentication of one or more Series of
Certificates.
Pursuant to this Supplement, the Seller and the
Trustee shall create a new Series of Investor Certificates
and shall specify the Principal Terms thereof.
1. SECTION Designation.
a) There is hereby created a Series of
Investor Certificates to be issued in two classes pursuant
to the Agreement and this Series Supplement and to be known
together as the "Series 1999-2 Certificates." The two
classes shall be designated the Class A Floating Rate Asset
Backed Certificates, Series 1999-2 (the "Class A
Certificates") and the Class B Floating Rate Asset Backed
Certificates, Series 1999-2 (the "Class B Certificates").
The Class A Certificates and the Class B Certificate shall
be substantially in the form of Exhibits A-1 and A-2,
hereto, respectively.
a) Series 1999-2 shall be included in Group
One. Series 1999-2 shall not be subordinated to any other
Series.
1. SECTION Definitions. In the event that any
term or provision contained herein shall conflict with or be
inconsistent with any provision contained in the Agreement,
the terms and provisions of this Supplement shall govern
with respect to this Series. All Article, Section or
subsection references herein shall mean Article, Section or
subsections of the Agreement, except as otherwise provided
herein. All capitalized terms not otherwise defined herein
are defined in the Agreement. Each capitalized term defined
herein shall relate only to the Series 1999-2 Certificates
and no other Series of Certificates or Receivables Purchase
Series issued by the Trust.
"Administrator" shall mean State Street Capital
Corporation, as administrator for the initial Class A
Purchaser.
"Amortization Period" shall mean, unless an Early
Amortization Event shall have occurred prior thereto, the
period commencing at the close of business on the Purchase
Expiration Date (or such later date as shall have been
agreed to by the Seller and each Series 1999-2
Certificateholder) and ending on the earlier to occur of (a)
the commencement of the Early Amortization Period, and (b)
the Series 1999-2 Termination Date, provided that the Seller
may, by written notice to the Trustee and each Series 1999-2
Certificateholder (and so long as the Early Amortization
Period has not begun), cause the Amortization Period to
begin on any date earlier than the one otherwise specified
above.
"Available Funds" shall mean, with respect to any
Distribution Date, the sum of Class A Available Funds and
Class B Available Funds, in each case for such Distribution
Date.
"Available Principal Collections" shall mean, (i) with
respect to any Optional Amortization Date that is not also a
Distribution Date, the Principal Allocation Percentage of
all Collections of Principal Receivables previously
allocated to the Series 1999-2 Certificateholders pursuant
to Section 4.5(a)(ii), (a)(iii), (b)(ii) and (b)(iii) then
on deposit in the Collection Account and (ii) with respect
to any Distribution Date, the sum of (a) the Principal
Allocation Percentage of all Collections of Principal
Receivables for the related Due Period minus any such
Collections of Principal Receivables used to make an
Optional Amortization, minus the amount of Reallocated Class
B Principal Collections with respect to such Due Period
which pursuant to Section 4.12 are required to fund the
Class A Required Amount, (b) any Shared Principal
Collections with respect to other Series in Group One that
are allocated to Series 1999-2 in accordance with
Section 4.15 for such Distribution Date, and (c) any other
amounts which pursuant to Section 4.9 and 4.11(a) (to the
extent allocable to the Class A Investor Loss Amount), (b),
(e), and (f) for such Due Period (other than such amounts
paid from Reallocated Class B Principal Collections) are to
be treated as Available Principal Collections for such
Distribution Date.
"Available Series Cash Collateral Amount" shall mean
with respect to any date, the amount on deposit in the
Series Cash Collateral Account on such date (such amount
calculated before giving effect to any deposit to, or
withdrawal from, the Series Cash Collateral Account to be
made with respect to such date).
"Available Shared Principal Collections" shall mean,
with respect to any date, the amount of Shared Principal
Collections available for distribution in connection with an
Optional Amortization.
"Average Class A Funded Amount" shall mean, with
respect to any Interest Period, the quotient of (a) the sum
of the Class A Funded Amount as of each day in such Interest
Period, divided by (b) the number of days in such Interest
Period.
"Average Class B Funded Amount" shall mean, with
respect to any Interest Period, the quotient of (a) the sum
of the Class B Funded Amount as of each day in such Interest
Period, divided by (b) the number of days in such Interest
Period.
"Average Maximum Class A Funded Amount" shall mean,
with respect to any Interest Period, the quotient of (a) the
sum of the Maximum Class A Funded Amount as of each day in
such Interest Period, divided by (b) the number of days in
such Interest Period.
"Average Maximum Class B Funded Amount" shall mean,
with respect to any Interest Period, the quotient of (a) the
sum of the Maximum Class B Funded Amount as of each day in
such Interest Period, divided by (b) the number of days in
such Interest Period.
"Base Expenses" shall mean, for any Due Period, the sum
of the following amounts: (i) Monthly Interest for the
related Distribution Date, (ii) Class Additional Amounts for
the related Distribution Date, (iii) Class B Additional
Amounts for the related Distribution Date, plus (iv) the
Investor Monthly Servicing Fee for such Due Period.
"Base Rate" shall mean, for any Due Period, (a) the sum
of the Base Expenses for such Due Period, divided by (b) the
Weighted Average Investor Interest for such Due Period,
times (c) 12.
"Breakage Payment" is defined in Section 4.6(c).
"Business Day" shall mean any "Business Day" (as
defined in the Agreement) other than a day on which national
banking associations or state banking institutions are
authorized or obligated by law to be closed in Boston,
Massachusetts.
"Capped Amount" shall mean, with respect to any fiscal
year of the Seller, an amount equal to the product of (a)
0.5% and (b) the Class A Benchmark.
"Cap Agreements" means (i) the ISDA Master Agreement,
Schedule and Confirmation, dated as of the date hereof,
between Fashion Service Corp. and State Street Bank,
pursuant to which Fashion Service Corp. provides an interest
rate cap for the benefit of State Street Bank, and (ii) the
ISDA Master Agreement, Schedule and Confirmation, dated as
the date hereof, pursuant to which State Street Bank
provides an interest rate cap for the benefit of the Class A
Certificateholder, in each case as amended or modified from
time to time.
"Certificate Purchase Agreement" shall mean the
Certificate Purchase Agreement among Seller, Servicer, the
Class A Certificateholder and the Class B Certificateholder,
as supplemented by the Fee Letter referred to (and defined)
therein and as the same may be amended or otherwise modified
from time to time. The Certificate Purchase Agreement is
hereby designated a "Transaction Document" for all purposes
of the Agreement and this Supplement.
"Certificateholder Servicing Fee" is defined in Section
3.
"Change in Control" means
(a) as to Seller, Servicer or Originator, any person
or group of related persons (excluding Charming Shoppes and
its Affiliates) gains beneficial ownership of a majority in
voting interest of the outstanding voting stock of Seller or
Originator or has caused to be elected a majority of the
Board of Directors of Seller or Originator; and
(b) as to Charming Shoppes, any Person, or two or more
Persons acting in concert, shall acquire beneficial
ownership (within the meaning of Rule 13D-3 of the
Securities and Exchange Commission) of 25% or more of the
outstanding voting shares of Charming Shoppes.
"Class A Additional Amounts" is defined in Section
4.6(b).
"Class A Available Funds" shall mean, as to any Due
Period, an amount equal to the sum of (a) the Weighted
Average Class A Floating Allocation Percentage of the sum of
Collections of Finance Charge Receivables allocated to the
Series 1999-2 Certificates and deposited in the Collection
Account for such Due Period, (b) amounts paid to the Trust
pursuant to the Cap Agreements, and (c) the interest and
earnings on funds on deposit in the Series Cash Collateral
Account for such Due Period deposited into the Collection
Account pursuant to Section 4.16 on the related Distribution
Date.
"Class A Benchmark" shall mean, for any date of
determination, the highest Class A Invested Amount during
the twelve immediately preceding Due Periods.
"Class A Certificate Rate" shall mean, for any Interest
Period, the sum of (i) a per annum interest rate which if
multiplied by the Class A Investor Interest as of the last
day of such Interest Period would produce, on the basis of a
360 day year (based on actual days elapsed), as the case may
be, an amount equal to the sum of the Cost of Funds (as
defined in the Certificate Purchase Agreement) for such
Interest Period plus (ii) the Applicable Margin (as defined
in the Certificate Purchase Agreement).
"Class A Certificateholder" shall mean each Person in
whose name a Class A Certificate is registered in the
Certificate Register.
"Class A Certificates" shall mean any of the certifi
xxxxx executed by the Seller and authenticated by or on
behalf of the Trustee, substantially in the form of Exhibit
A-1 hereto.
"Class A Expected Final Payment Date" shall mean the
twelfth Distribution Date following the Purchase Expiration
Date (as defined in the Certificate Purchase Agreement).
"Class A Fixed Allocation Percentage" shall mean, for
any Due Period during the Fixed Allocation Period, the
percentage equivalent (which percentage shall never exceed
100%) of a fraction, (a) the numerator of which is the Class
A Investor Interest as of the close of business on the last
day of the Revolving Period and (b) the denominator of which
is equal to the Investor Interest as of the close of
business on the last day of the Revolving Period.
"Class A Floating Allocation Percentage" shall mean,
for any Due Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction:
(a) the numerator of which is the Class A Investor
Interest as of the close of business on the last day of
the preceding Due Period; and
(b) the denominator of which is equal to the
Investor Interest as of the close of business on the
last day of the preceding Due Period;
provided that with respect to any Due Period in which an
Incremental Funding occurs:
(x) the numerator determined pursuant to clause
(a) shall be (1) the Class A Investor Interest as of
the close of business on the later of the last day of
the prior Due Period or the preceding Reset Date, for
the period from and including the first day of the
current Due Period or the preceding Reset Date, as
applicable, to but excluding the related Reset Date and
(2) the Class A Investor Interest as of the close of
business on such Reset Date, for the period from and
including such Reset Date to the earlier of the last
day of such Due Period (in which case such period shall
include such day) or the next succeeding Reset Date (in
which case such period shall not include such
succeeding Reset Date); and
(y) the denominator determined pursuant to clause
(b) shall be (1) the Investor Interest as of the close
of business on the later of the last day of the prior
Due Period or the preceding Reset Date, for the period
from and including the first day of the current Due
Period or preceding Reset Date, as applicable, to but
excluding the related Reset Date and (2) the Investor
Interest as of the close of business on such Reset
Date, for the period from and including such Reset Date
to the earlier of the last day of such Due Period (in
which case such period shall include such day) or the
next succeeding Reset Date (in which case such period
shall not include such succeeding Reset Date);
provided further that, with respect to the first Due Period,
the Closing Date shall be treated as the last day of the
preceding Due Period.
"Class A Funded Amount" shall mean, with respect to any
date of determination, an amount equal to the result of (a)
the Class A Initial Investor Interest, plus (b) the
aggregate amount of all Class A Incremental Funded Amounts
for all Class A Incremental Fundings occurring on or prior
to such date, minus (c) the aggregate amount of principal
payments made to the Class A Certificateholders prior to
such date. As applied to any particular Class A Certificate,
the "Class A Funded Amount" means the portion of the overall
Class A Funded Amount represented by that Certificate.
"Class A Incremental Funded Amount" shall mean the
amount of the increase in the Class A Funded Amount
occurring as a result of any Class A Incremental Funding,
which amount shall equal the aggregate amount of the
purchase price paid by the Class A Certificateholders with
respect to that Class A Incremental Funding pursuant to the
Certificate Purchase Agreement and Section 4 hereof.
"Class A Incremental Funding" shall mean any increase
in the Class A Funded Amount during the Revolving Period
made pursuant to the Certificate Purchase Agreement.
"Class A Initial Investor Interest" shall mean the
aggregate initial principal amount of the Class A
Certificates, which is $0.
"Class A Investor Allocation" shall mean, with respect
to any Due Period, (a) with respect to Loss Amounts and
Collections of Finance Charge Receivables at any time and
Collections of Principal Receivables during the Revolving
Period, the Class A Floating Allocation Percentage and
(b) with respect to Collections of Principal Receivables
during the Fixed Allocation Period, the Class A Fixed
Allocation Percentage.
"Class A Investor Charge-Offs" is defined in
subsection 4.10(a).
"Class A Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class A Funded
Amount on that date, minus (b) the excess, if any, of the
aggregate amount of Class A Investor Charge-Offs pursuant to
Section 4.10(a) over Class A Investor Charge-Offs reimbursed
pursuant to Section 4.11(b) prior to such date of
determination; provided that the Class A Investor Interest
may not be reduced below zero.
"Class A Investor Loss Amount" shall mean, with respect
to each Distribution Date, an amount equal to the product of
(a) the Investor Loss Amount for the related Due Period and
(b) the Weighted Average Class A Floating Allocation
Percentage applicable for the related Due Period.
"Class A Monthly Interest" shall mean the monthly
interest distributable in respect of the Class A
Certificates as calculated in accordance with subsection
4.6(a).
"Class A Monthly Principal" shall mean the monthly
principal distributable in respect of the Class A
Certificates as calculated in accordance with subsection
4.7(a).
"Class A Optional Amortization" is defined in Section
4(b).
"Class A Optional Amortization Amount" is defined in
Section 4(b).
"Class A Required Amount" is defined in
subsection 4.8(a).
"Class A Scheduled Final Payment Date" shall mean the
Distribution Date falling in the twelfth month following the
month in which the Amortization Period begins.
"Class A Servicing Fee" is defined in Section 3.
"Class B Additional Amounts" is defined in Section
4.6(e).
"Class B Available Funds" shall mean, as to any Due
Period, an amount equal to the Weighted Average Class B
Floating Allocation Percentage of the sum of Collections of
Finance Charge Receivables allocated to the Series 1999-2
Certificates and deposited in the Collection Account for
such Due Period.
"Class B Certificate Rate" shall mean, for any Interest
Period, the rate specified in the Certificate Purchase
Agreement as the Class B Certificate Rate for such Interest
Period.
"Class B Certificateholder" shall mean each Person in
whose name a Class B Certificate is registered in the
Certificate Register.
"Class B Certificates" shall mean any of the certifi
xxxxx executed by the Seller and authenticated by or on
behalf of the Trustee, substantially in the form of Exhibit
A-2 hereto.
"Class B Fixed Allocation Percentage" shall mean, with
respect to any Due Period during a Fixed Allocation Period,
the excess (if any) of 100% over the Class A Fixed
Allocation Percentage for such Due Period.
"Class B Floating Allocation Percentage" shall mean,
with respect to any Due Period, the excess (if any) of 100%
over the Class A Floating Allocation Percentage for such Due
Period.
"Class B Funded Amount" shall mean, with respect to any
date of determination, an amount equal to the result of (a)
the Class B Initial Investor Interest, plus (b) the
aggregate amount of all Class B Incremental Funded Amounts
for all Class B Incremental Fundings occurring on or prior
to such date, minus (c) the aggregate amount of principal
payments made to the Class B Certificateholders prior to
such date. As applied to any particular Class B Certificate,
the "Class B Funded Amount" means the portion of the overall
Class B Funded Amount represented by that Certificate.
"Class B Incremental Funded Amount" shall mean the
amount of each increase in the Class B Funded Amount
occurring as a result of any Class B Incremental Funding,
which amount shall equal the aggregate amount of the
purchase price paid by the Class B Certificateholders with
respect to that Class B Incremental Funding pursuant to the
Certificate Purchase Agreement.
"Class B Incremental Funding" shall mean any increase
in the Class B Funded Amount Interest during the Revolving
Period made pursuant to the Certificate Purchase Agreement
and Section 4 hereof.
"Class B Initial Investor Interest" shall mean the
aggregate initial principal amount of the Class B
Certificates, which is $0.
"Class B Investor Allocation" shall mean, with respect
to any Due Period (a) with respect to Loss Amounts and
Collections of Finance Charge Receivables at any time and
Collections of Principal Receivables during the Revolving
Period, the Class B Floating Allocation Percentage and
(b) with respect to Collections of Principal Receivables
during the Fixed Allocation Period, the Class B Fixed
Allocation Percentage.
"Class B Investor Charge-Offs" is defined in
subsection 4.10(b).
"Class B Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class B Funded
Amount on such date, minus (b) the aggregate amount of Class
B Investor Charge-Offs for all prior Distribution Dates
pursuant to subsection 4.10(b), minus (c) the aggregate
amount of Reallocated Class B Principal Collections
allocated pursuant to subsection 4.12 on all prior
Distribution Dates, minus (d) an amount equal to the amount
by which the Class B Investor Interest has been reduced on
all prior Distribution Dates pursuant to subsection 4.10(a)
and plus (e) the aggregate amount of Excess Spread and
Shared Excess Finance Charge Collections allocated and
available on all prior Distribution Dates pursuant to subsec
tion 4.11(f) for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (b), (c) and (d);
provided, however, that the Class B Investor Interest may
not be reduced below zero.
"Class B Investor Loss Amount" shall mean, with respect
to each Distribution Date, an amount equal to the product of
(a) the Investor Loss Amount for the related Due Period and
(b) the Weighted Average Class B Floating Allocation
Percentage applicable for the related Due Period.
"Class B Monthly Interest" shall mean the monthly
interest distributable in respect of the Class B
Certificates as calculated in accordance with subsection
4.6(d).
"Class B Monthly Principal" shall mean the monthly
principal distributable in respect of the Class B
Certificates as calculated in accordance with subsection
4.7(b).
"Class B Optional Amortization" is defined in Section
in Section 4(e).
"Class B Optional Amortization Amount" is defined in
Section 4(e).
"Class B Servicing Fee" is defined in Section 3.
"Closing Date" shall mean May 28, 1999.
"Co-Brand Purchase Agreement" shall mean the
Receivables Purchase Agreement, dated as of the date hereof,
among Charming Shoppes Street, Inc., Spirit of America,
Inc., Clipper Receivables Corporation, State Street Capital
Corporation and State Street Bank & Trust Company, as the
same may be amended or otherwise modified from time to time.
"Controlled Amortization Amount" shall mean for any
Distribution Date with respect to the Amortization Period
prior to the payment in full of the Class A Investor
Interest, the Class A Investor Interest as of the close of
business on the last day of the Revolving Period divided by
twelve (or such other number of months in such Amortization
Period selected by the Seller in accordance with the terms
of this Supplement).
"Controlled Amortization Shortfall" initially shall
mean zero and thereafter shall mean, with respect to any Due
Period during the Amortization Period, the excess, if any,
of the Controlled Payment Amount for the previous Due Period
over the amounts distributed pursuant to Section 4.9(d)(i)
with respect to the Class A Certificates for the previous
Due Period.
"Controlled Payment Amount" shall mean, with respect to
any Distribution Date, the sum of (a) the Controlled
Amortization Amount for such Distribution Date and (b) any
existing Controlled Amortization Shortfall; provided that
(a) Seller may designate any amount greater than the
foregoing as the Controlled Payment Amount upon five
Business Days' notice to the Series 1999-2
Certificateholders prior to the related Distribution Date
and (b) in no event will the Controlled Payment Amount
exceed the Class A Investor Interest.
"Controlling Certificateholders" shall mean (a) on any
date of determination on which the Class A Investor Interest
is greater than zero, Class A Certificateholders owning
Class A Certificates evidencing more than 50% of the sum of
the Class A Investor Interest, and (b) thereafter, Class B
Certificateholders owning Class B Certificates evidencing
more than 50% of the Class B Investor Interest.
"Cumulative Principal Shortfall" shall mean the sum of
the Principal Shortfalls (as such term is defined in each of
the related Supplements or Receivables Purchase Agreement)
for each Series in Group One that are Principal Sharing
Series.
"Early Amortization Period" shall mean the period
commencing at the close of business on the Business Day
immediately preceding the day on which an Early Amortization
Event with respect to Series 1999-2 is deemed to have
occurred, and ending on the Series 1999-2 Termination Date.
"Enhancement" shall mean with respect to the Class A
Certificates, the subordination of the Class B Certificates,
the Series Cash Collateral Account and the Spread Account.
"Enhancement Provider" shall mean the Class B
Certificateholders.
"Enhancement Surplus" shall mean, with respect to any
Distribution Date, the excess, if any, of (a) the Class B
Investor Interest (after giving effect to any reductions
made with respect to such date other than as the result of
the existence of an Enhancement Surplus) over (b) the
Required Class B Amount.
"Excess Spread" shall mean, with respect to any
Distribution Date, the sum of the amounts with respect to
such Distribution Date, if any, specified pursuant to
subsections 4.9(a)(vii) and 4.9(b)(ii).
"Finance Charge Shortfall" is defined in sub
section 4.14(b).
"Fixed Allocation Percentage" shall mean, with respect
to any Due Period, the percentage equivalent of a fraction
(a) the numerator of which is the Investor Interest as of
the close of business on the last day of the Revolving
Period and (b) the denominator of which is the greater of
(i) the aggregate amount of Principal Receivables in the
Trust determined as of the close of business on (A) if only
one Series is outstanding the last day of the Revolving
Period and (B) if more than one Series is outstanding, the
last day of the prior Due Period and (ii) the sum of the
numerators used to calculate the Investor Percentages for
allocations with respect to Principal Receivables for all
outstanding Series on such date of determination; provided
that with respect to any Due Period in which a Reset Date
occurs, (x) the denominator determined pursuant to subclause
(b)(i) shall be (1) the aggregate amount of Principal
Receivables in the Trust as of the close of business on the
later of the last day of the prior Due Period or the
preceding Reset Date, for the period from and including the
first day of the current Due Period or the preceding Reset
Date, as applicable, to but excluding such Reset Date and
(2) the aggregate amount of Principal Receivables in the
Trust as of the close of business on such Reset Date, for
the period from and including such Reset Date to the later
of the last day of such Due Period (in which case such
period shall include such day) or the next succeeding Reset
Date (in which case such period shall not include such
succeeding Reset Date) and (y) the denominator determined
pursuant to subclause (b)(ii) shall be (1) the sum of the
numerators used to calculate the Investor Percentages for
allocations with respect to Principal Receivables for all
outstanding Series as of the close of business on the later
of the last day of the prior Due Period or the preceding
Reset Date, for the period from and including the first day
of the current Due Period or the preceding Reset Date, as
applicable, to but excluding such Reset Date and (2) the sum
of the numerators used to calculate the Investor Percentages
for allocations with respect to Principal Receivables for
all outstanding Series as of the close of business on such
Reset Date, for the period from and including such Reset
Date to the earlier of the last day of such Due Period (in
which case such period shall include such day) or the next
succeeding Reset Date (in which case such period shall not
include such succeeding Reset Date).
"Fixed Allocation Period" shall mean the Amortization
Period or the Early Amortization Period.
"Fixed Period" is defined in Section 4.6(a).
"Fixed Principal Allocation Date" shall mean the
earlier of (a) the date on which an Early Amortization Event
with respect to Series 1999-2 is deemed to have occurred;
and (b) the date on which the Amortization Period with
respect to Series 1999-2 commences.
"Floating Allocation Percentage" shall mean, with
respect to any Due Period, the percentage equivalent of a
fraction:
(a) the numerator of which is the Investor
Interest as of the close of business on the last day of
the preceding Due Period; and
(b) the denominator of which is the greater of (i)
the aggregate amount of Principal Receivables in the
Trust as of the close of business on the last day of
the preceding Due Period and (ii) the sum of the
numerators used to calculate the Investor/Purchaser
Percentages for such Due Period allocations with
respect to Finance Charge Receivables, Principal
Receivables or Loss Amounts, as applicable, for all
outstanding Series on such date of determination in
subclause (b)(i);
provided that with respect to any Due Period in which a
Reset Date occurs:
(x) if such Reset Date is the result of an
Incremental Funding, the numerator determined pursuant
to clause (a) shall be (1) the Investor Interest as of
the close of business on the later of the last day of
the preceding Due Period or the preceding Reset Date,
for the period from and including the first day of the
current Due Period or the preceding Reset Date, as
applicable, to but excluding such Reset Date and (2)
the Investor Interest as of the close of business on
such Reset Date, for the period from and including such
Reset Date to the earlier of the last day of such Due
Period (in which case such period shall include such
day) or the next succeeding Reset Date (in which case
such period shall not include such succeeding Reset
Date);
(y) the denominator determined pursuant to
subclause (b)(i) shall be (1) the aggregate amount of
Principal Receivables in the Trust as of the close of
business on the later of the last day of the preceding
Due Period or the preceding Reset Date, for the period
from and including the first day of the current Due
Period or preceding Reset Date, as applicable, to but
excluding such Reset Date and (2) the aggregate amount
of Principal Receivables in the Trust as of the close
of business on such Reset Date, for the period from and
including such Reset Date to the earlier of the last
day of such Due Period (in which case such period shall
include such day) or the next succeeding Reset Date (in
which case such period shall not include such
succeeding Reset Date); and
(z) the denominator determined pursuant to
subclause (b)(ii) shall be (1) the sum of the
numerators used to calculate the Investor/Purchaser
Percentages for all outstanding Series for allocations
with respect to Finance Charge Receivables, Loss
Amounts or Principal Receivables, as applicable, for
all such Series as of the close of business on the
later of the last day of the preceding Due Period or
the preceding Reset Date, for the period from and
including the first day of the current Due Period or
preceding Reset Date, as applicable, to but excluding
such Reset Date and (2) the sum of the numerators used
to calculate the Investor/Purchaser Percentages for all
outstanding Series for allocations with respect to
Finance Charge Receivables, Loss Amounts or Principal
Receivables, as applicable, for all such Series as the
close of business on such Reset Date, for the period
from and including such Reset Date to the earlier of
the last day of such Due Period (in which case such
period shall include such day) or the next succeeding
Reset Date (in which case such period shall not include
such succeeding Reset Date).
provided further that with respect to the first Due Period,
the Closing Date shall be treated as the last day of the
preceding Due Period.
"Funding Tranche" is defined in Section 4.6(a).
"Group One" shall mean Series 1999-2 and each other
Series specified in the related Supplement or Receivables
Purchase Agreement to be included in Group One.
"Incremental Funding" shall mean a Class A Incremental
Funding or a Class B Incremental Funding.
"Initial Investor Interest" shall mean the sum of the
Class A Initial Investor Interest and the Class B Initial
Investor Interest.
"Interest Period" shall mean, with respect to any
Distribution Date, the period from and including the
previous Distribution Date through the day preceding such
Distribution Date, except that the initial Interest Period
shall be the period from and including the Closing Date
through the day preceding the initial Distribution Date.
"Investor Interest" shall mean, with respect to any
date of determination, an amount equal to the sum of (a) the
Class A Investor Interest, and (b) the Class B Investor
Interest for such date.
"Investor Loss Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the
aggregate of the Loss Amounts for the related Due Period and
(b) the Floating Allocation Percentage for such Due Period.
"Investor Monthly Servicing Fee" is defined in Section
3 of this Supplement.
"Investor/Purchaser Percentage" shall mean, with
respect to Collections of Principal Receivables, the
Principal Allocation Percentage, and with respect to
Collections of Finance Charge Receivables or Loss Amounts,
the Floating Allocation Percentage.
"London Business Day" shall mean any Business Day on
which dealings in deposits in United States dollars are
transacted in the London interbank market.
"Maximum Class A Funded Amount" shall mean, as of any
day, (x) $50,000,000, as such amount may be increased or
decreased from time to time pursuant to Section 6 of this
Supplement, minus (y) the then outstanding Purchaser's Total
Investment (as defined in the Co-Brand Purchase Agreement).
As applied to any particular Class A Certificate, the
"Maximum Class A Funded Amount" means the portion of the
overall Maximum Class A Funded Amount represented by that
Certificate.
"Maximum Class B Funded Amount" shall mean, as of any
day, (x) $5,750,000, as such amount may be increased or
decreased from time to time pursuant to the Certificate
Purchase Agreement. As applied to any particular Class B
Certificate, the "Maximum Class B Funded Amount" means the
portion of the overall Maximum Class B Funded Amount
represented by that Certificate.
"Minimum Seller Interest" shall mean, as of any date of
determination, the product of 5% and the Investor Interest
on such date of determination; provided, however, that the
Seller may reduce the percentage used to calculate the
Minimum Seller Interest upon (i) ten Business Days' prior
notice to the Trustee and the Class A Certificateholders,
(ii) satisfaction of the Rating Agency Condition,
(iii) delivery to the Trustee, each Purchaser Representative
and the Class A Certificateholder of an Officer's
Certificate to the effect that such reduction will not then
or thereafter cause an Early Amortization Event to occur
with respect to any Series, (iv) receipt by the Seller of
the consent of the Class A Certificateholders to such
reduction, and (v) delivery of a Tax Opinion to the Trustee
with respect to such reduction.
"Monthly Interest" shall mean, with respect to any
Distribution Date, the sum of (a) the Class A Monthly
Interest and (b) the Class B Monthly Interest, each with
respect to such Distribution Date.
"Non-Use Fee" is defined in Section 4.6(b).
"Optional Amortization" shall mean a Class A Optional
Amortization or Class B Optional Amortization.
"Optional Amortization Date" is defined in Section 4(b)
of this Supplement.
"Optional Amortization Notice" is defined in Section
4(b) of this Supplement.
"Portfolio Yield" shall mean, with respect to any Due
Period, the annualized percentage equivalent of a fraction,
the numerator of which is an amount equal to the sum
(without duplication) of (a) the Floating Allocation
Percentage of Collections of Finance Charge Receivables
allocated to the Series 1999-2 Certificates for such Due
Period (including certain other amounts that are to be
treated as Collections of Finance Charge Receivables in
accordance with the Agreement), and the amount of any
interest and earnings on the Series Cash Collateral Account
deposited in the Collection Account pursuant to Section 14.6
on the related Distribution Date, such sum to be calculated
on a cash basis after subtracting the Investor Loss Amount
for such Due Period, and the denominator of which is the
Weighted Average Investor Interest for such Due Period.
"Principal Allocation Percentage" shall mean, (a) with
respect to any Due Period (including any day within such Due
Period) occurring prior to the Fixed Principal Allocation
Date, the Floating Allocation Percentage for such Due
Period, and (b) with respect to any Due Period (including
any day within such Due Period) occurring on or after the
Fixed Principal Allocation Date, the Fixed Allocation
Percentage for such Due Period.
"Principal Shortfall" shall mean, as the context
requires, any of the following: (a) on any Distribution
Date with respect to the Amortization Period, the amount by
which the Controlled Payment Amount for the prior Due Period
exceeds the amount of Available Principal Collections for
such Distribution Date (excluding any portion thereof
attributable to Shared Principal Collections); and (b) on
any Distribution Date with respect to the Early Amortization
Period, the amount by which the sum of the Investor Interest
exceeds the Available Principal Collections for such
Distribution Date (excluding any portion thereof
attributable to Shared Principal Collections).
"Purchase Expiration Date" is defined in the
Certificate Purchase Agreement.
"Reallocated Class B Principal Collections" shall mean,
with respect to any Distribution Date, Collections of
Principal Receivables allocated to the Class B Investor
Interest applied in accordance with subsection 4.12 in an
amount not to exceed the amount described in subsection
4.5(a)(ii) during the Revolving Period and subsection
4.5(b)(ii) during the Accumulation Period; provided,
however, that such amount shall not exceed the Class B
Investor Interest after giving effect to any Class B
Investor Charge-Offs for such Distribution Date.
"Record Date" shall mean, for purposes of Series 1999-2
with respect to any Distribution Date or Optional
Amortization Date, the date falling five Business Days prior
to such date.
"Refinancing Date" is defined in Section 4(c).
"Required Class B Amount" shall mean, as of any date of
determination, the result of the following calculation:
(a) divide the Available Series Cash Collateral
Amount by 0.115;
(b) subtract the amount determined pursuant to
clause (a) from the Class A Investor Interest;
(c) multiply the amount determined pursuant to
clause (b) by 0.1299, the product of which
multiplication shall be the Required Class B Amount.
"Required Draw Amount" is defined in Section 4.16 of
this Supplement.
"Required Enhancement Amount" shall mean, with respect
to any date of determination, the sum of (x) the Available
Series Cash Collateral Amount, plus (y) the Required Class B
Amount.
"Reset Date" shall mean the occurrence of (a) any
Addition Date, (b) any Removal Date, (c) a date on which an
Incremental Funding occurs and (d) any date on which a new
Series is issued.
"Revolving Period" shall mean the period from and
including the Closing Date to, but not including, the
earlier of (a) the day the Amortization Period commences or
(b) the day the Early Amortization Period commences.
"Series Account" means the Series Cash Collateral
Account.
"Series Cash Collateral Account" is defined in Section
4.16(a).
"Series Investor Interest" shall mean, on any date of
determination, an amount equal to the sum of (i) the Class A
Investor Interest and (ii) the Class B Investor Interest.
"Series 1999-2" shall mean the Series of the Charming
Shoppes Master Trust represented by the Series 1999-2
Certificates.
"Series 1999-2 Certificateholder" shall mean the Holder
of record of any Series 1999-2 Certificates.
"Series 1999-2 Certificates" shall mean the Class A
Certificates and the Class B Certificates.
"Series 1999-2 Early Amortization Event" is defined in
Section 9 of this Supplement.
"Series 1999-2 Termination Date" shall mean the
earliest to occur of (a) the Distribution Date on which the
Series 1999-2 Certificates are paid in full, (b) the forty-
second Distribution Date following the Class A Scheduled
Payment Date, or (c) the date of termination of the Trust
pursuant to Section 12.1.
"Series Servicing Fee Percentage" shall mean 2.0%.
"Shared Excess Finance Charge Collections" shall mean,
with respect to any Distribution Date, as the context
requires, either (a) the aggregate amount of Collections of
Finance Charge Receivables allocated to the Series 1999-2
Certificates but available to cover Finance Charge
Shortfalls for other Series in Group One, if any, or (b) the
aggregate amount of Collections of Finance Charge
Receivables and other amounts allocable to other Series in
Group One in excess of the amounts necessary to make
required payments with respect to such Series, if any, and
available to cover any Finance Charge Shortfall with respect
to the Series 1999-2 Certificates as described in Section
4.14.
"Shared Principal Collections" shall mean, as the
context requires, either (a) the amount allocated to the
Series 1999-2 Certificates which may be applied to cover
Principal Shortfalls with respect to other outstanding
Series in Group One, or (b) the amounts allocated to the
Investor Certificates of other Series in Group One that the
applicable Supplements for such Series specify are to be
treated as "Shared Principal Collections" and which may be
applied to cover Principal Shortfalls with respect to the
Series 1999-2 Certificates pursuant to Section 4.15.
"Specified Enhancement Amount" shall mean, at any time,
the sum of the Available Series Cash Collateral Amount plus
the Class B Investor Interest.
"Spread Account Agreement" shall mean the Spread
Account Agreement dated as of the date hereof, among the
Seller, the Servicer and the Administrator, as amended or
otherwise modified from time to time.
"State Street Bank" means State Street Bank & Trust
Company.
"State Street Capital" means State Street Capital
Corporation in its individual capacity.
"Weighted Average Class A Floating Allocation
Percentage" shall mean, for any Due Period, the quotient of
(a) the sum of the Class A Floating Allocation Percentage
determined as of each day in that Due Period, divided by (b)
the number of days in that Due Period.
"Weighted Average Class A Investor Interest" shall
mean, for any Due Period, the quotient of (a) the sum of the
Class A Investor Interest determined as of each day in that
Due Period, divided by (b) the number of days in that Due
Period.
"Weighted Average Class B Floating Allocation
Percentage" shall mean, for any Due Period, the quotient of
(a) the sum of the Class B Floating Allocation Percentage
determined as of each day in that Due Period, divided by (b)
the number of days in that Due Period.
"Weighted Average Class B Investor Interest" shall
mean, for any Due Period or Interest Period, as applicable,
the quotient of (a) the sum of the Class B Investor Interest
determined as of each day in that Due Period or Interest
Period, as applicable, divided by (b) the number of days in
that Due Period, or Interest Period, as applicable.
"Weighted Average Investor Interest" shall mean, for
any Due Period, the quotient of (a) the sum of the Investor
Interest determined as of each day in that Due Period,
divided by (b) the number of days in that Due Period.
1. SECTION Servicing Compensation. The share
of the Monthly Servicing Fee allocable to Series 1999-2 with
respect to any Due Period (the "Investor Monthly Servicing
Fee") shall be equal to one-twelfth of the product of
(i) the Series Servicing Fee Percentage and (ii) the
Weighted Average Investor Interest for such Due Period. The
share of the Investor Monthly Servicing Fee allocable to the
Class A Investor Interest with respect to any Due Period
(the "Class A Servicing Fee") shall be equal to the product
of (i) the Investor Monthly Servicing Fee and (ii) the
Weighted Average Class A Floating Allocation Percentage for
such Due Period. The share of the Investor Monthly
Servicing Fee allocable to the Class B Investor Interest
with respect to any Due Period (the "Class B Servicing Fee")
shall be equal to the product of (i) the Investor Monthly
Servicing Fee and (ii) the Weighted Average Class B Floating
Allocation Percentage for such Due Period. The share of the
Monthly Servicing Fee allocable to the Seller or the
Certificateholders of other Series shall be paid from the
cash flows of the Trust allocated to the Seller or
Certificateholder of other Series (as provided in the
related Supplements or Receivables Purchase Agreements) and
in no other event shall the Trust, the Trustee or the
Investor Certificateholders be liable therefor. The Class A
Servicing Fee shall be payable to the Servicer solely to the
extent amounts are available for distribution in respect
thereof pursuant to subsections 4.9(a)(iv) and 4.11(a). The
Class B Servicing Fee shall be payable solely to the extent
amounts are available for distribution in respect thereof
pursuant to subsections 4.9(b)(i) and 4.11(d).
a) SECTION Variable Funding Mechanics. Class
A Incremental Fundings. From time to time during the
Revolving Period, the Seller and the Servicer may notify a
Class A Certificateholder that a Class A Incremental Funding
will occur, subject to the conditions of the Certificate
Purchase Agreement, on the next or any subsequent Business
Day by delivering a Notice of Incremental Funding (as
defined in the Certificate Purchase Agreement) executed by
the Seller and the Servicer to the Administrator, specifying
the amount of such Class A Incremental Funding (which shall
be a minimum of $100,000 or a higher integral multiple
thereof, except that a Class A Incremental Funding may be
requested in the entire remaining Maximum Class A Funded
Amount) and the Business Day upon which such Class A
Incremental Funding is to occur. Upon the occurrence of any
Class A Incremental Funding, the Class A Floating Allocation
Percentage, the Class A Investor Interest, the Floating
Allocation Percentage, the Investor Interest and the Class A
Funded Amount shall increase as provided herein.
a) Class A Optional Amortization. On any
Business Day in the Revolving Period or the Amortization
Period, the Seller may cause the Servicer to provide notice
to the Trustee and the affected Holders (an "Optional
Amortization Notice") at least three Business Days prior to
any Business Day (the "Optional Amortization Date") stating
its intention to cause a full or partial amortization of the
Class A Certificates (a "Class A Optional Amortization")
with Available Principal Collections and/or Available Shared
Principal Collections on the Optional Amortization Date, in
an amount (the "Class A Optional Amortization Amount") of
not less than $100,000 or a higher integral multiple
thereof, except that the Class A Optional Amortization
Amount may equal the entire Class A Funded Amount. The
Optional Amortization Notice shall state the Optional
Amortization Date, the Class A Optional Amortization Amount
and the allocation of such Class A Optional Amortization
Amount among the various outstanding Funding Tranches. The
Class A Optional Amortization Amount shall be paid from
Available Principal Collections and/or Available Shared
Principal Collections. Allocation of the Class A Optional
Amortization Amount among the various outstanding Funding
Tranches shall be at the discretion of the Seller, and
accrued interest and any Class A Additional Amounts on the
affected Funding Tranches shall be payable on the first
Distribution Date on or after the related Optional
Amortization Date. On the Business Day prior to each
Optional Amortization Date, the Servicer shall instruct the
Trustee in writing (which writing shall be substantially in
the form of Exhibit B) to withdraw Available Principal
Collections and/or Available Shared Principal Collections
from the Collection Account in an aggregate amount
sufficient to pay the Class A Optional Amortization Amount
on that Optional Amortization Date and the Trustee, acting
in accordance with such instructions, shall on such Optional
Amortization Date distribute such Class A Optional
Amortization Amount to the Class A Certificateholders
pursuant to Section 5.1. Notwithstanding the foregoing, no
Class A Optional Amortization shall be made during any Due
Period if the effect of such Class A Optional Amortization
would be to cause any portion of the Class A Required Amount
to remain unfunded on the related Distribution Date after
giving effect to all applications of funds on such
Distribution Date.
a) Refinanced Optional Amortization. On any
Business Day in the Revolving Period or the Amortization
Period, the Seller may, with the consent of each affected
Series 1999-2 Certificateholder, cause the Servicer to
provide notice to the Trustee and all Series 1999-2
Certificateholders at least three Business Days prior to any
Business Day (the "Refinancing Date") stating its intention
to cause the Class A Investor Interest and/or the Class B
Investor Interest to be prepaid in full or in part on the
Refinancing Date by causing the Investor Interest, as
applicable, to be conveyed to one or more Persons (who may
be the Holders of a new Series issued substantially
contemporaneously with such prepayment) for a cash purchase
price in an amount equal to the sum of (i) the Investor
Interest (or the portion thereof that is being conveyed),
plus (ii) accrued and unpaid interest on the Investor
Interest (or the portion thereof that is being conveyed)
through the Refinancing Date, plus (iii) any accrued and
unpaid Non-Use Fees and Class A Additional Amounts in
respect of the Class A Investor Interest (or portion thereof
that is being conveyed) through the Refinancing Date, plus
(iv) if any part of the Investor Interest attributable to
the Class B Investor Interest is being conveyed, any accrued
and unpaid Non-Use Fees and Class B Additional Amounts in
respect of the Class B Investor Interest (or portion thereof
that is being conveyed) through the Refinancing Date. In the
case of any such conveyance, the purchase price shall be
deposited in the Collection Account and shall be distributed
to the applicable Series 1999-2 Holders on the Refinancing
Date in accordance with the terms of this Supplement and the
Agreement, except that any portion of such purchase price
may be applied to reduce the Class B Investor Interest if
and only to the extent that the Class B Investor Interest,
after giving effect to such conveyance, other applications
of the purchase price, and any concurrent reduction in the
Class A Funded Amount, shall not be less than the Required
Class B Amount).
a) Class B Incremental Fundings. From time
to time during the Revolving Period, the Seller and the
Servicer may notify the Class B Certificateholders that a
Class B Incremental Funding will occur, subject to the
conditions of the Certificate Purchase Agreement, on the
next Distribution Date or on the date of any Class A
Incremental Funding pursuant to paragraph (a) above by
delivering a Notice of Incremental Funding (as defined in
the Certificate Purchase Agreement) executed by the Seller
and the Servicer to the Class B Certificateholders,
specifying the amount of such Class B Incremental Funding
and the Business Date upon which such Class B Incremental
Funding is to occur. Upon the occurrence of any Class B
Incremental Funding, the Class B Floating Allocation
Percentage, the Class B Investor Interest, the Floating
Allocation Percentage, the Class B Funded Amount and the
Investor Interest shall increase as provided herein.
a) Class B Optional Amortization. If on
any Optional Amortization Date, the Class B Investor
Interest (after giving effect to any Class A Optional
Amortization to occur on such date) will be greater than
the Required Class B Amount, if so specified in any Optional
Amortization Notice delivered to the Trustee pursuant to
paragraph (b) above, the Seller may cause a full or partial
amortization of the Class B Certificates (a "Class B
Optional Amortization") up to (but not in excess of) the
amount of such Enhancement Surplus with Available Principal
Collections and/or Available Shared Principal Collections on
the Optional Amortization Date, in an amount (the "Class B
Optional Amortization Amount"), except that the Class B
Optional Amortization Amount may equal the entire Class B
Funded Amount if otherwise permitted pursuant to this
sentence. The Optional Amortization Notice shall state the
Optional Amortization Date and the Class B Optional
Amortization Amount. The Class B Optional Amortization
Amount shall be paid from Available Principal Collections
and/or Available Shared Principal Collections. Accrued
interest and any Class B Additional Amounts shall be payable
on the first Distribution Date on or after the related
Optional Amortization Date. On the Business Day prior to
each Optional Amortization Date, the Servicer shall instruct
the Trustee in writing (which writing shall be substantially
in the form of Exhibit B) to withdraw Available Principal
Collections and/or Available Shared Principal Collections
from the Collection Account in an aggregate amount
sufficient to pay the Class B Optional Amortization Amount
on that Optional Amortization Date and the Trustee, acting
in accordance with such instructions, shall on such Optional
Amortization Date distribute such Class B Optional
Amortization Amount to the applicable Investor
Certificateholders pursuant to Section 5.1. Notwithstanding
the foregoing, no Class B Optional Amortization shall be
made during any Due Period if the effect of such Class B
Optional Amortization would be to cause any portion of the
Class A Required Amount to remain unfunded on the related
Distribution Date after giving effect to all applications of
funds on such Distribution Date.
a) Enhancement Election. Upon execution of
this Agreement, credit enhancement for the Class A Investor
Interest shall be provided through the Series Cash
Collateral Account. From time to time by written agreement
of the Administrator and the Seller, such credit enhancement
may be provided through the maintenance of the Class B
Investor Interest in lieu of the Series Cash Collateral
Account.
1. SECTION Optional Repurchase; Reassignment
and Termination Provisions. The Series 1999-2 Certificates
shall be subject to retransfer to the Seller at its option
on any Distribution Date, on or after the Distribution Date
on which the Investor Interest is permanently reduced to an
amount less than or equal to 10% of the sum of the Maximum
Class A Funded Amount plus the Maximum Class B Funded Amount
by deposit into the Collection Account of a final
distribution for application in accordance with Section 12.3
in an amount which shall be equal to the sum of (i) the
Investor Interest, plus (ii) accrued and unpaid interest on
the Series 1999-2 Certificates through the day preceding the
Distribution Date on which the repurchase occurs, plus (iii)
any accrued and unpaid Non-Use Fees and Class A Additional
Amounts in respect of the Class A Certificates through the
day preceding the Distribution Date on which the repurchase
occurs plus (iv) any accrued and unpaid Non-Use Fees and
Class B Additional Amounts in respect of the Class B
Certificates through the day preceding the Distribution Date
on which the repurchase occurs. Upon the tender of the
outstanding Series 1999-2 Certificates by the Holders, the
Trustee shall distribute the amounts, to the Series 1999-2
Holders on the next Distribution Date in repayment of the
principal amount and accrued and unpaid interest and other
amounts owing to the Series 1999-2 Holders. Following
payment of the aggregate purchase price as provided above,
the Series 1999-2 Holders shall have no further rights with
respect to the Receivables. In the event that the Seller
fails for any reason to deposit in the Collection Account
the aggregate purchase price for the Investor Certificates,
payments shall continue to be made to the Series 1999-2
Holders in accordance with the terms of the Agreement and
this Supplement.
1. SECTION Maximum Funded Amounts. The initial
Maximum Class A Funded Amount of each Class A Certificate is
as set forth on the related Class A Certificate. The Maximum
Class A Funded Amount of each Class A Certificate may be
reduced or increased from time to time as provided in the
Certificate Purchase Agreement. Increases and decreases in
the overall Maximum Class A Funded Amount shall be made
ratably among the various Class A Certificates. The Maximum
Class B Funded Amount may be reduced or increased from time
to time (with notice to the Administrator) as provided in
the Certificate Purchase Agreement.
1. SECTION Delivery and Payment for the Series
1999-2 Certificates. The Seller shall execute and deliver
the Series 1999-2 Certificates (in definitive, fully
registered form) to the Trustee for authentication in
accordance with Section 6.1 of the Agreement. The Trustee
shall deliver the Series 1999-2 Certificates when
authenticated in accordance with Section 6.2 of the
Agreement. The Certificates shall be delivered as
Definitive Certificates as provided in Sections 6.2 and
6.12.
1. SECTION Article IV of Agreement. Sections
4.1, 4.2 and 4.3 of the Agreement shall be read in their
entirety as provided in the Agreement. Article IV of the
Agreement (except for Sections 4.1, 4.2 and 4.3 thereof)
shall read in its entirety as follows and shall be
applicable only to the Series 1999-2 Certificates.
I. ARTICLE
RIGHTS OF CERTIFICATEHOLDERS AND RECEIVABLES
PURCHASERS AND ALLOCATION AND APPLICATION OF COLLECTIONS
A. SECTION Rights of Series 1999-2
Certificateholders. The Series 1999-2 Certificates shall
represent undivided interests in the Trust, consisting of
the right to receive, to the extent necessary to make the
required payments with respect to such Series 1999-2
Certificates at the times and in the amounts specified in
this Agreement, (a) the Floating Allocation Percentage and
Principal Allocation Percentage (as applicable from time to
time) of Collections received with respect to the
Receivables and (b) funds on deposit in the Collection
Account and the Series Cash Collateral Account. The Class
B Certificates shall be subordinated to the Class A
Certificates to the extent described herein. The
Exchangeable Seller Certificate shall not represent any
interest in the Collection Account or the Series Cash
Collateral Account, except as specifically provided in this
Article IV.
A. SECTION Allocations.
a) Allocations During the Revolving Period.
During the Revolving Period, the Servicer shall, prior to
the close of business on any day on which any Collections
are deposited in the Collection Account, allocate the
following amounts as set forth below:
(1) allocate to the Series 1999-2 Certificateholders
an amount equal to the product of (A) the Floating
Allocation Percentage on such date and (B) the aggregate
amount of Collections processed in respect of Finance Charge
Receivables on such date, to be applied in accordance with
Section 4.9(a) or (b);
(1) allocate to the Series 1999-2 Certificateholders
an amount equal to the product of (A) the Class B Investor
Allocation on such date, (B) the Investor/Purchaser
Percentage on such date and (C) the aggregate amount of
Collections processed in respect of Principal Receivables on
such date, to be applied first on the related Distribution
Date (to the extent not previously used to make an Optional
Amortization Payment pursuant to Section 4.3 of the
Supplement) in accordance with Section 4.12 and then in
accordance with Section 4.9(c) or (d); and
(1) allocate to the Series 1999-2 Certificateholders
an amount equal to the product of (A) the Class A Investor
Allocation on such date, (B) the Investor/Purchaser
Percentage on such date and (C) the aggregate amount of
Collections processed in respect of Principal Receivables on
such date, to be applied on the related Distribution Date
(to the extent not previously used to make an Optional
Amortization Payment pursuant to Section 4.3 of the
Supplement) in accordance with Section 4.9(c) or (d).
a) Allocations During the Amortization
Period. During the Amortization Period, the Servicer
shall, prior to the close of business on any day on which
any Collections are deposited in the Collection Account,
allocate the following amounts as set forth below:
(1) allocate to the Series 1999-2 Certificateholders
an amount equal to the product of (A) the Floating
Allocation Percentage on such date and (B) the aggregate
amount of Collections processed in respect of Finance Charge
Receivables on such date, to be applied in accordance with
Section 4.9(a) or (b);
(1) allocate to the Series 1999-2 Certificateholders
an amount equal to the product of (A) the Class B Investor
Allocation on such date, (B) the Investor/Purchaser
Percentage on such date and (C) the aggregate amount of
Collections processed in respect of Principal Receivables on
such date, to be applied first on the related Distribution
Date (to the extent not previously used to make an Optional
Amortization Payment pursuant to Section 4.3 of the
Supplement) in accordance with Section 4.12 and then in
accordance with Section 4.9(c) or (d); and
(1) allocate to the Series 1999-2 Certificateholders
an amount equal to the product of (A) the Class A Investor
Allocation on such date, (B) the Investor/Purchaser
Percentage on such date and (C) the aggregate amount of
Collections processed in respect of Principal Receivables on
such date, to be applied on the related Distribution Date
(to the extent not previously used to make an Optional
Amortization Payment pursuant to Section 4.3 of the
Supplement) in accordance with Section 4.9(c) or (d).
a) Allocations During the Early
Amortization Period. During the Early Amortization Period,
Servicer shall, prior to the close of business on any day on
which any Collections are deposited in the Collection
Account, allocate the following amounts as set forth below:
(1) allocate to the Series 1999-2 Certificateholders
an amount equal to the product of (A) the Floating
Allocation Percentage on such date and (B) the aggregate
amount of Collections processed in respect of Finance Charge
Receivables on such date, to be applied in accordance with
Section 4.9(a) or (b);
(1) allocate to the Series 1999-2 Certificateholders
an amount equal to the product of (A) the Class B Investor
Allocation on such date, (B) the Investor/Purchaser
Percentage on such date and (C) the aggregate amount of
Collections processed in respect of Principal Receivables on
such date, to be applied first in accordance with Section
4.12 and then in accordance with Section 4.9(c) or (d); and
(1) allocate to the Series 1999-2 Certificateholders
an amount equal to the product of (A) the Class A Investor
Allocation on such date, (B) the Investor/Purchaser
Percentage on such date and (C) the aggregate amount of
Collections processed in respect of Principal Receivables on
such date, to be applied in accordance with Section 4.9(c)
or (d).
a) SECTION Determination of Monthly Interest,
Non-Use Fee and Breakage. Pursuant to the Certificate
Purchase Agreement, the Class A Certificates may from time
to time be divided into one or more subdivisions (each, as
further specified in the Certificate Purchase Agreement, a
"Funding Tranche") which will accrue interest on different
bases. For Funding Tranches that accrue interest by
reference to a commercial paper rate or the London interbank
offered rate, a specified period (each, a "Fixed Period")
will be designated in the Certificate Purchase Agreement
during which that Funding Tranche may accrue interest at a
fixed rate. The "Class A Monthly Interest" for any Interest
Period shall equal the sum of (i) the product of (A) the
Class A Certificate Rate in effect for such Interest Period
times (B) the Class A Investor Interest as of the last day
of such Interest Period times (C) a fraction, the numerator
of which is the actual number of days in such Interest
Period and the denominator of which is 360 plus (ii) the
amount of any accrued and unpaid Class A Monthly Interest
for any prior Interest Period plus additional interest (to
the extent permitted by law) on such unpaid interest amount
at the Class A Certificate for the current Interest Period
plus 1%, as such "Class A Monthly Interest" is adjusted for
such Interest Period in accordance with Section 2.6 of the
Certificate Purchase Agreement, all as determined by
Servicer on the related Determination Date. For purposes of
such determination, Servicer shall rely upon information
provided by the Administrator pursuant to the Certificate
Purchase Agreement including estimates of the interest to
accrue on any Funding Tranche through the related
Distribution Date.
a) In addition to Class A Monthly Interest,
the Class A Certificateholders (i) shall receive a monthly
commitment fee (a "Non-Use Fee") with respect to each
Interest Period (or portion thereof) falling in the
Revolving Period at a rate specified in the Fee Letter
referred to in the Certificate Purchase Agreement based on
its portion of the excess of the Average Maximum Class A
Funded Amount over the Average Class A Funded Amount for
such period and (ii) shall be entitled to receive certain
other amounts identified as Class A Additional Amounts (such
amounts, including Breakage Payments, being "Class A
Additional Amounts") in the Certificate Purchase Agreement.
The Non-Use Fee shall accrue based upon the number of days
in the related Interest Period (or the portion thereof
falling in the Revolving Period) and a year of 365 or 366
days, as applicable.
a) If any distribution of principal is made
with respect to any Funding Tranche with a Fixed Period and
a fixed interest rate other than on a Distribution Date or
on the last day of that Fixed Period, or if the Class A
Funded Amount or Class B Funded Amount is reduced by an
Optional Amortization in an amount greater than the amount
(if any) specified in the Certificate Purchase Agreement
without the applicable number (as specified in the
Certificate Purchase Agreement) of Business Days' prior
notice to a Class A Certificateholder or Class B
Certificateholder, as applicable, and in either case (i)
the interest paid by such Certificateholder to providers of
funds to it to fund that Funding Tranche exceeds (ii)
returns earned by such Certificateholder through the last
day of that Fixed Period by redeployment of such funds in
highly rated short-term money market instruments, then, upon
written notice (which notice shall be signed by an officer
of such Certificateholder with knowledge of and
responsibility for such matters and shall set forth in
reasonable detail the basis for requesting the amounts) from
such Certificateholder to the Servicer, such
Certificateholder shall be entitled to receive additional
amounts in the amount of such excess (each, a "Breakage
Payment") on the Distribution Date on or after the date such
distribution of principal is made with respect to that
Funding Tranche, so long as such written notice is received
not later than noon, New York City time, on the
Determination Date related to such Distribution Date. For
purposes of calculations under this paragraph, any payment
received by a Certificateholder later than noon, New York
City time, on any day shall be deemed to have been received
on the next day.
a) The amount of monthly interest
distributable to the Class B Certificateholders on each
Distribution Date (the "Class B Monthly Interest") shall
equal the sum of (i) product of (A) a fraction, the
numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360,
times (B) the Class B Certificate Rate in effect with
respect to the related Interest Period, times (C) the
Weighted Average Class B Investor Interest for the related
Interest Period plus (ii) the amount of any accrued and
unpaid Class B Monthly Interest for any prior Interest
Period plus additional interest (to the extent permitted by
law) on such unpaid interest amount at the Class A
Certificate for the current Interest Period plus 1%.
a) In addition to Class B Monthly Interest,
the Class B Certificateholders (i) shall receive a Non-Use
Fee with respect to each Interest Period (or portion
thereof) falling in the Revolving Period at a rate specified
in the Fee Letter referred to in the Certificate Purchase
Agreement based on its portion of the excess of the Average
Maximum Class B Funded Amount over the Average Class B
Funded Amount for such period and (ii) shall be entitled to
receive certain other amounts identified as Class A
Additional Amounts (such amounts, including Breakage
Payments, being "Class B Additional Amounts") in the
Certificate Purchase Agreement. The Non-Use Fee shall accrue
based upon the number of days in the related Interest Period
(or the portion thereof falling in the Revolving Period) and
a year of 365 or 366 days, as applicable.
A. SECTION Determination of Monthly Principal.
a) The amount of monthly principal
distributable from the Collection Account with respect to
the Class A Certificates on each Distribution Date (the
"Class A Monthly Principal"), beginning with the
Distribution Date in the month following the month in which
the Amortization Period or, if earlier, the Early
Amortization Period, begins, shall be equal to the lesser of
(i) the Available Principal Collections with respect to such
Distribution Date and (ii) (a) for each Distribution Date
with respect to the Amortization Period, the Controlled
Payment Amount for such Distribution Date and (b) for each
Distribution Date during the Early Amortization Period, the
Class A Investor Interest on such Distribution Date (after
taking into account any adjustments to be made on such
Distribution Date pursuant to Section 4.10).
a) The amount of monthly principal
distributable with respect to the Class B Certificates on
each Distribution Date (the "Class B Monthly Principal")
shall be (i) during the Revolving Period, an amount equal to
the lesser of (1) the amount of any Enhancement Surplus or
such lesser amount as designated by the Servicer on the
related Determination Date and (2) the Available Principal
Collections not required for any Class A Optional
Amortization on such Distribution Date, (ii) during the
Amortization Period, an amount equal to the lesser of
(1) the amount of any Enhancement Surplus on such
Distribution Date, (2) the Available Principal Collections
not required for Class A Monthly Principal or any Class A
Optional Amortization on such Distribution Date and (iii)
during the Early Amortization Period on and after the date
on which the Class A Investor Interest is paid in full, the
Class B Investor Interest on such Distribution Date (after
taking into account any adjustments to be made on such
Distribution Date pursuant to Section 4.10 and Section
4.12).
A. SECTION Coverage of Class A Required
Amount.
a) On or before each Distribution Date,
Servicer shall determine the amount (the "Class A Required
Amount"), if any, by which the sum of (i) the Class A
Monthly Interest for such Distribution Date, plus (ii) the
Non-Use Fee, if any, for such Distribution Date, plus (iii)
the Class A Additional Amounts, if any, for such
Distribution Date, plus (iv) the Class A Servicing Fee for
the prior Due Period, plus (v) any Class A Monthly Interest,
Non-Use Fee, Class A Additional Amounts and Class A
Servicing Fee included in the Class A Required Amount for
any prior Distribution Date but not yet paid, plus (vi) the
Class A Investor Loss Amount, if any, for the prior Due
Period, exceeds the Class A Available Funds for the related
Due Period.
a) If the Class A Required Amount for any
Distribution Date is greater than zero, (i) the Servicer
shall give written notice to the Trustee of such positive
Class A Required Amount on or before such Distribution Date
and (ii) all or a portion of the Excess Spread, any Shared
Excess Finance Change Collections and any Required Draw
Amount with respect to such Distribution Date in an amount
equal to the Class A Required Amount, to the extent
available, for such Distribution Date shall be distributed
from the Collection Account or the Series Cash Collateral
Account, as applicable, on such Distribution Date pursuant
to Sections 4.11(a) and 4.16. If the Class A Required Amount
for such Distribution Date exceeds the amount so allocated
pursuant to the preceding sentence, the Collections of
Principal Receivables allocable to the Class B Certificates
with respect to the prior Due Period shall be applied as
specified in Section 4.12.
A. SECTION Monthly Payments. On or before
each Distribution Date, the Servicer shall instruct the
Trustee in writing (which writing shall be substantially in
the form of Exhibit C hereto) to withdraw and the Trustee,
acting in accordance with such instructions, shall withdraw
on such Distribution Date, to the extent of available funds,
the amounts required to be withdrawn from the Collection
Account as follows:
a) An amount equal to the Class A Available
Funds for the related Due Period will be distributed on each
Distribution Date, to the extent available, in the following
priority:
(1) an amount equal to the unpaid Class A Monthly
Interest shall be distributed to the Class A
Certificateholders in accordance with Section 5.1;
(1) an amount equal to the unpaid Non-Use Fee, if
any, for the related Interest Period plus any Non-Use Fee
due but not paid to the Class A Certificateholders on any
prior Distribution Date shall be distributed to the Class A
Certificateholders in accordance with Section 5.1;
(1) an amount equal to the Class A Additional
Amounts, if any, for the related Interest Period plus any
Class A Additional Amounts due but not paid to the Class A
Certificateholders on any prior Distribution Date shall be
distributed to the Class A Certificateholders in accordance
with Section 5.1; provided, however, that the total of all
Class A Additional Amounts paid in any fiscal year of the
Seller pursuant to this clause (iii) shall not exceed the
Capped Amount for such fiscal year;
(1) an amount equal to the Class A Servicing Fee for
such Distribution Date plus any Class A Servicing Fee due
but not paid to the Servicer on any prior Distribution Date
shall be distributed to Servicer;
(1) an amount equal to the Class A Investor Loss
Amount, if any, for the related Due Period shall be treated
as a portion of Available Principal Collections on such
Distribution Date;
(1) an amount equal to any remaining unpaid Class A
Additional Amounts shall be distributed to the Class A
Certificateholder in accordance with Section 5.1; and
(1) the balance, if any, shall constitute Excess
Spread and shall be allocated and distributed as set forth
in Section 4.11.
a) An amount equal to the Class B Available
Funds for the related Due Period will be distributed on each
Distribution Date, to the extent available, in the following
priority:
(1) if the Seller or one of its Affiliates is not
the Servicer, an amount equal to the Class B Servicing Fee
for such Distribution Date, plus any Class B Servicing Fee
due but not paid to Servicer on any prior Distribution Date
(if such amounts relate to amounts owing to a Servicer that
is not the Seller or one of its Affiliates) shall be
distributed to the Servicer; and
(1) the balance, if any, shall constitute Excess
Spread and shall be allocated and distributed as set forth
in Section 4.11.
a) During the Revolving Period, an amount
equal to the Available Principal Collections for the related
Due Period will be distributed on each Distribution Date, to
the extent available, in the following priority:
(1) an amount equal to the Class B Monthly Principal
for such Distribution Date shall be distributed to the Class
B Certificateholders;
(1) an amount equal to the lesser of (A) Available
Principal Collections for such Distribution Date after
giving effect to the application specified in subsection
4.9(c)(i) above, and (B) the product of (1) a fraction, the
numerator of which is equal to such Available Principal
Collections and the denominator of which is equal to the sum
of the Available Principal Collections available for sharing
as specified in the related Supplement or Receivables
Purchase Agreement for each Series (including this Series
1999-2) in Group One that are Principal Sharing Series and
(2) the Cumulative Principal Shortfall, shall be treated as
Shared Principal Collections and applied to Series in Group
One that are Principal Sharing Series other than this Series
1999-2; and
(1) an amount equal to the excess, if any, of
(A) the Available Principal Collections for such
Distribution Date over (B) the applications specified in
subsections 4.9(c)(i) and (ii) above shall be paid to the
Holder of the Exchangeable Seller Certificate; provided,
however, that in no event shall the amount payable to the
Holder of the Exchangeable Seller Certificate pursuant to
this subsection 4.9(c)(iii) be greater than the Seller
Interest on such Distribution Date.
a) During a Fixed Allocation Period, an
amount equal to the Available Principal Collections for the
related Due Period plus any amounts in the Excess Funding
Account allocable to Series 1999-2 in accordance with
Section 4.3(e) will be distributed on each Distribution
Date, to the extent available, in the following priority:
(1) an amount equal to the Class A Monthly Principal
for such Distribution Date shall be distributed to the
Class A Certificateholders in accordance with Section
5.1(a);
(1) an amount equal to Class B Monthly Principal
shall be distributed to the Class B Certificateholders in
accordance with Section 5.1(b);
(1) an amount equal to the lesser of (A) Available
Principal Collections for such Distribution Date after
giving effect to the application specified in clauses (i)
and (ii) above and (B) the product of (1) a fraction, the
numerator of which is equal to such Available Principal
Collections and the denominator of which is equal to the sum
of the Available Principal Collections available for sharing
as specified in the related Supplement or Receivables
Purchase Agreement for each Series (including this Series
1999-2) in Group One which is a Principal Sharing Series and
(2) the Cumulative Principal Shortfall, shall be treated as
Shared Principal Collections and applied to Series in Group
One which are Principal Sharing Series other than this
Series 1999-2; and
(1) an amount equal to the excess, if any, of (A)
the Available Principal Collections over (B) the
applications specified in clauses (i) through (iii) above
shall be paid to the Holder of the Exchangeable Seller
Certificate; provided, however, that in no event shall the
amount payable to the Holder of the Exchangeable Seller
Certificate pursuant to this subsection 4.9(d)(iv) be
greater than the Seller Interest on such Distribution Date.
A. SECTION Investor Charge-Offs.
a) On or before each Distribution Date, the
Servicer shall calculate the Class A Investor Loss Amount.
If on any Distribution Date, the Class A Investor Loss
Amount for the prior Due Period exceeds the sum of the
amounts allocated with respect thereto pursuant to
subsection 4.9(a)(v), subsection 4.11(a) and Section 4.12
with respect to such Due Period, the Class B Investor
Interest (after giving effect to reductions for any Class B
Investor Charge-Offs and any Reallocated Class B Principal
Collections on such Distribution Date) will be reduced by
the amount of such excess. In the event that such reduction
would cause the Class B Investor Interest to be a negative
number, the Class B Investor Interest will be reduced to
zero, and the Class A Investor Interest (after giving effect
to reductions for any Class A Investor Charge-Offs on such
Distribution Date) will be reduced by the amount by which
the Class B Investor Interest would have been reduced below
zero, but not by more than the Class A Investor Loss Amount
for such Distribution Date (a "Class A Investor Charge-
Off"). If the Class A Investor Interest has been reduced by
the amount of any Class A Investor Charge-Offs, it will be
reimbursed on any Distribution Date (but not by an amount in
excess of the aggregate Class A Investor Charge-Offs) by the
amount of Excess Spread allocated and available for such
purpose pursuant to subsection 4.11(b).
a) On or before each Distribution Date, the
Servicer shall calculate the Class B Investor Loss Amount.
If on any Distribution Date, the Class B Investor Loss
Amount for the prior Due Period exceeds the amounts
allocated with respect thereto pursuant to
subsection 4.11(e) with respect to such Due Period, the
Class B Investor Interest (after giving effect to any
Reallocated Class B Principal Collections on such
Distribution Date) will be reduced by the amount of such
excess (a "Class B Investor Charge-Off"). The Class B
Investor Interest will also be reduced by the amount of
Reallocated Class B Principal Collections pursuant to
Section 4.12 and the amount of any portion of the Class B
Investor Interest allocated to the Class A Certificates to
avoid a reduction in the Class A Investor Interest pursuant
to subsection 4.10(a) above. The Class B Investor Interest
will thereafter be reimbursed (but not in excess of the
aggregate amount of such reductions which have not been
previously reimbursed) on any Distribution Date by the
amount of Excess Spread allocated and available for that
purpose as described under subsection 4.11(f).
A. SECTION Excess Spread; Shared Excess
Finance Charge Collections. On or before each Distribution
Date, the Servicer shall instruct the Trustee in writing
(which writing shall be substantially in the form of Exhibit
B hereto) to apply Excess Spread and Shared Excess Finance
Charge Collections allocated to Series 1999-2 with respect
to the related Due Period to make the following
distributions on each Distribution Date in the following
priority:
a) an amount equal to the Class A Required
Amount, if any, with respect to such Distribution Date will
be used to fund the Class A Required Amount and be applied
in accordance with, and in the priority set forth in,
Section 4.9(a);
a) an amount equal to the aggregate amount
of Class A Investor Charge-Offs which have not been
previously reimbursed will be treated as a portion of
Available Principal Collections on such Distribution Date;
a) an amount equal to (i) the Class B
Monthly Interest plus (ii) any Non-Use Fee payable to the
Class B Certificateholders under the Certificate Purchase
Agreement for such Distribution Date, plus (iii) any Class B
Additional Amounts payable to the Class B Certificateholders
under the Certificate Purchase Agreement for such
Distribution Date, plus (iv) the amount of any past due Non-
Use Fee and Class B Additional Amounts payable will be paid
to the Class B Certificateholders in accordance with the
Certificate Purchase Agreement;
b) an amount equal to the aggregate amount
of accrued but unpaid Class B Servicing Fee will be paid to
Servicer;
a) an amount equal to the Class B Loss
Amount, if any, for the prior Due Period will be treated as
a portion of Class B Principal Collections on such
Distribution Date;
a) an amount equal to the aggregate amount
by which the Class B Investor Interest has been reduced for
reasons other than the payment of principal to the Class B
Certificateholders (but not in excess of the aggregate
amount of such reductions which have not been previously
reimbursed) will be treated as a portion of Available
Principal Collections on such Distribution Date;
a) an amount up to the excess, if any, of
the Required Enhancement Amount (determined after all
deposits, withdrawals, reductions, payments and adjustments
to be made with respect to such Distribution Date) over the
Specified Enhancement Amount (determined after all deposits,
withdrawals, reductions, payments and adjustments to be made
with respect to such Distribution Date) shall be deposited
in the Series Cash Collateral Account;
a) an amount equal to the aggregate amount
required to be applied under the Spread Account Agreement
shall be distributed for application in accordance with the
Spread Account Agreement; and
a) the balance, if any, after giving effect
to the payments made pursuant to clauses (a) through (h)
shall constitute "Excess Finance Charge Collections" to be
applied with respect to other Series in accordance with
Section 4.3 of the Agreement.
A. SECTION Reallocated Class B Principal
Collections. On or before each Distribution Date, the
Servicer shall instruct the Trustee in writing (which
writing shall be substantially in the form of Exhibit B
hereto) to apply Reallocated Class B Principal Collections
in 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 sum of (A) the amount of Excess Spread
and Shared Excess Finance Charge Collections allocated to
Series 1999-2 with respect to the related Due Period plus
(B) the Available Series Cash Collateral Amount for such
Distribution Date, plus (C) amounts deposited in the
Collection Account pursuant to the Spread Account Agreement
for application in accordance with Section 4.17 on such
Distribution Date, in accordance with, and in the priority
set forth in, subsections 4.9(a)(i), (ii), (iii), (iv) and
(v).
On each Distribution Date, the Class B Investor
Interest shall be reduced by the amount of Reallocated Class
B Principal Collections for such Distribution Date.
A. SECTION Seller's or Servicer's Failure to
Make a Deposit or Payment. If the Servicer or the Seller
fails to make, or give instructions to make, any payment or
deposit required to be made or given by the Servicer or
Seller, respectively, at the time specified in the Agreement
(including applicable grace periods), the Trustee shall make
such payment or deposit from the applicable account without
instruction from the Servicer or Seller. Such funds or the
proceeds of such withdrawal shall be applied by the Trustee
in the manner in which such payment or deposit should have
been made by the Seller or the Servicer, as the case may be.
The Trustee shall be required to make any such payment,
deposit or withdrawal hereunder only to the extent that the
Trustee has sufficient information to allow it to determine
the amount thereof and only to the extent amounts on deposit
in any applicable account are sufficient to make such
payment, deposit or withdrawal. The Servicer shall, upon
request of the Trustee, promptly provide the Trustee with
all information necessary to allow the Trustee to make such
payment, deposit or withdrawal.
A. SECTION Shared Excess Finance Charge
Collections.
a) The balance of any Available Funds on
deposit in the Collection Account after giving effect to
subsections 4.11(a) through (h) will constitute a portion of
Shared Excess Finance Charge Collections and will be
available for allocation to other Series in Group One or to
the Holder of the Exchangeable Seller Certificate as
described in Section 4.3(g).
a) Series 1999-2 shall be included in Group
One. Subject to subsection 4.3(g) of the Agreement, Shared
Excess Finance Charge Collections with respect to the Series
in Group One for any Distribution Date will be allocated to
Series 1999-2 in an amount equal to the product of (x) the
aggregate amount of Shared Excess Finance Charge Collections
with respect to all Series in Group One for such
Distribution Date and (y) a fraction, the numerator of which
is the Finance Charge Shortfall for Series 1999-2 for such
Distribution Date and the denominator of which is the
aggregate amount of Finance Charge Shortfalls for all Series
in Group One for such Distribution Date. The "Finance
Charge Shortfall" for Series 1999-2 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 4.11(a) through (h) on such Distribution Date
over (b) the Available Funds for such Distribution Date.
A. SECTION Shared Principal Collections.
Subject to subsection 4.3(f) of the Agreement, Shared
Principal Collections for any Distribution Date will be
allocated to Series 1999-2 in an amount equal to the product
of (x) the aggregate amount of Shared Principal Collections
with respect to all Series in Group One that are Principal
Sharing Series for such Distribution Date and (y) a
fraction, the numerator of which is the Principal Shortfall
for Series 1999-2 for such Distribution Date and the
denominator of which is the Cumulative Principal Shortfall
for such Distribution Date.
A. SECTION Series Cash Collateral Account.
a) The Servicer, for the benefit of the
Class A Certificateholders, shall establish and maintain in
the name of the Trustee, on behalf of the Trust, a
segregated trust account with a Qualified Depository
Institution bearing a designation clearly indicating that
the funds deposited therein are held in the name of the
Trustee for the benefit of the Class A Certificateholders
(the "Series Cash Collateral Account"). The Trustee shall
possess all right, title and interest in all funds on
deposit from time to time in the Series Cash Collateral
Account and in all proceeds thereof. The Series Cash
Collateral Account shall be under the sole dominion and
control of the Trustee for the benefit of the Class A
Certificateholders. Except as expressly provided in this
Agreement, the Servicer agrees that it shall have no right
of setoff or banker's lien against, and no right to
otherwise deduct from, any funds held in the Series Cash
Collateral Account for any amount owed to it by the Trustee,
the Trust, or any Class A Certificateholder. If, at any
time, the Trustee is advised in writing by the Servicer that
the institution holding the Series Cash Collateral Account
ceases to be a Qualified Depository Institution, the Trustee
upon receiving such notice by the Servicer (or the Servicer
on its behalf) shall promptly (but in any event within 20
Business Days) establish a new Series Cash Collateral
Account with a Qualified Depository Institution meeting the
conditions specified above, transfer any cash or any
investments to such new Series Cash Collateral Account and
from the date such new Series Cash Collateral Account is
established, it shall be the "Series Cash Collateral
Account."
a) On the Closing Date, the Servicer shall
deposit into the Series Cash Collateral Account an amount
equal to the Required Enhancement Amount. Funds on deposit
in the Series Cash Collateral Account shall at the direction
of the Servicer be invested by the Trustee in Permitted
Investments selected by the Servicer. All such Permitted
Investments shall be held by the Trustee for the benefit of
the Class A Certificateholders. The Trustee shall maintain
for the benefit of the Class A Certificateholders possession
of the negotiable instruments or securities, if any,
evidencing such Permitted Investments. Funds on deposit in
the Series Cash Collateral Account on any date (after giving
effect to any withdrawals from the Series Cash Collateral
Account on such date) will be invested in Permitted
Investments that will mature so that funds will be available
for withdrawal on the Distribution Date following such date.
On each Determination Date, the Servicer shall instruct the
Trustee to withdraw on the related Distribution Date from
the Series Cash Collateral Account and deposit in the
Collection Account all interest and earnings on funds on
deposit in the Series Cash Collateral Account, for
application as Class A Available Funds on such Distribution
Date.
a) On each Determination Date, the Servicer
shall calculate the amount (the "Required Draw Amount") by
which the sum of the amounts specified in clauses (a) and
(b) of Section 4.11 with respect to the Distribution Date
exceeds the amount of Excess Spread and Shared Excess
Finance Charge Collections allocated with respect to the
related Distribution Date. In the event that any
Distribution Date the Required Draw Amount is greater than
zero, the Servicer shall give written notice to the Trustee
of such positive Required Draw Amount on the related
Determination Date. On the related Distribution Date, the
Required Draw Amount, if any, up to the Available Series
Cash Collateral Amount, shall be withdrawn from the Series
Cash Collateral Account and distributed to fund any
deficiency pursuant to subsections 4.11(a) and (b) (in the
order or priority set forth in Section 4.11).
a) If, after giving effect to all deposits
to and withdrawals from the Series Cash Collateral Account
with respect to any Distribution Date, the Specified
Enhancement Amount shall exceed the Required Enhancement
Amount, the Trustee, acting in accordance with the
instructions of the Servicer, shall withdraw an amount equal
to such excess from the Series Cash Collateral Account, and
apply it in accordance with the Spread Account Agreement.
(e) The Trustee, acting in accordance with the
instructions of the Servicer, shall from time to time
deposit in the Series Cash Collateral Account (i) a portion
of the proceeds of any Incremental Funding under this
Supplement, if necessary to cause the Specified Enhancement
Amount to at least equal the Required Enhancement Amount on
such date and (ii) funds otherwise required to be deposited
in the Series Cash Collateral Account pursuant to Section
4.11(g).
SECTION 4.17. Spread Account Agreement. If on any
Distribution Date, any Class A Required Amount remains
unfunded after all amounts distributed with respect thereto
pursuant to Sections 4.11(a) and 4.16, the Servicer shall
instruct the Trustee in writing to withdraw and the Trustee,
acting in accordance with such instructions, shall withdraw,
amounts deposited in the Spread Account on such date
pursuant to the Spread Account Agreement to fund any such
deficiency in accordance with and in the order of priority
set forth in subsections 4.9(a)(i), (ii), (iii), (iv) and
(v).
1. SECTION Article V of the Agreement.
Article V of the Agreement shall read in its entirety as
follows and shall be applicable only to the Series 1999-2
Certificates:
I. ARTICLE
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
A. SECTION Distributions.
a) On each Distribution Date, the Trustee
shall distribute (in accordance with the certificate
delivered by the Servicer to the Trustee pursuant to
subsection 3.4(b)) to each Class A Certificateholder of
record on the immediately preceding Record Date (other than
as provided in Section 12.3 respecting a final distribution)
such Certificateholder's pro rata share (based on the
aggregate Undivided Trust Interests represented by Class A
Certificates held by such Certificateholder) of amounts on
deposit in the Collection Account as are payable to the
Class A Certificateholders pursuant to Section 4.9 in
immediately available funds to each Class A
Certificateholder (at such Certificateholder's address as it
appears in the Certificate Register).
a) On each Distribution Date, the Trustee
shall distribute (in accordance with the certificate
delivered by the Servicer to the Trustee pursuant to
subsection 3.4(b)) to each Class B Certificateholder of
record on the immediately preceding Record Date (other than
as provided in Section 12.3 respecting a final distribution)
such Certificateholder's pro rata share (based on the
aggregate Undivided Trust Interests represented by Class B
Certificates held by such Certificateholder) of amounts on
deposit in the Collection Account as are payable to the
Class B Certificateholders pursuant to Section 4.9 in
immediately available funds to each Class B
Certificateholder (at such Certificateholder's address as it
appears in the Certificate Register).
A. SECTION Monthly Certificateholders'
Statement.
a) On or before each Distribution Date, the
Paying Agent shall forward to each Series 1999-2
Certificateholder a statement substantially in the form of
Exhibit D to this Supplement prepared by the Servicer
setting forth, among other things, the following information
(which, in the case of subclauses (i) and (ii) below, shall
be stated on the basis of an original principal amount of
$1,000 per Series 1999-2 Certificate and, in the case of
subclauses (viii) and (ix) shall be stated on an aggregate
basis and on the basis of an original principal amount of
$1,000 per Series 1999-2 Certificate):
(1) the amount of the current distribution
allocable to Class A Monthly Principal and Class B Monthly
Principal, respectively;
(1) the amount of the current distribution
allocable to Class A Monthly Interest, the Non-Use Fee,
Class A Additional Amounts, Class B Monthly Interest, and
other amounts then owing to the Class B Certificateholders
under the Certificate Purchase Agreement, respectively;
(1) the amount of Collections of Principal
Receivables processed during the related Due Period and
allocated in respect of the Class A Certificates and the
Class B Certificates, respectively;
(1) the amount of Collections of Finance Charge
Receivables processed during the related Due Period and
allocated in respect of the Class A Certificates and the
Class B Certificates, respectively;
(1) the aggregate amount of Principal
Receivables, the Series Investor Interest, the Class A
Investor Interest, the Weighted Average Class A Investor
Interest, the Class B Investor Interest, the Weighted
Average Class B Investor Interest, the Floating Allocation
Percentage, the Class A Floating Allocation Percentage, the
Class B Floating Allocation Percentage, and the Principal
Allocation Percentage, the Class A Fixed Allocation
Percentage and the Class B Fixed Allocation Percentage, with
respect to the Principal Receivables in the Trust as of the
end of the day on the Record Date;
(1) the aggregate outstanding balance of Accounts
which were 30 to 59, 60 to 89, 90 to 119 and 120 or more
days delinquent as of the end of the day on the Record Date;
(1) the Investor Loss Amount, the Class A
Investor Loss Amount and the Class B Investor Loss Amount
for the related Due Period;
(1) the aggregate amount of Class A Investor
Charge-Offs and Class B Investor Charge-Offs for the related
Due Period;
(1) the amount of the Class A Servicing Fee and
the Class B Servicing Fee for the related Due Period;
(1) the Portfolio Yield for the preceding Due
Period;
(1) the amount of Reallocated Class B Principal
Collections with respect to such Distribution Date;
(1) the Class A Investor Interest and the Class B
Investor Interest as of the close of business on such
Distribution Date;
(1) the Class A Certificate Rate (and information
with respect to each Fundings Tranche on which such rate is
based) and Class B Certificate Rate, each with respect to
the preceding Due Period;
(1) the amount of Class A Available Funds and
Class B Available Funds on deposit in the Collection Account
on the related Distribution Date;
(1) the Series Cash Collateral Account Amount on
the related Distribution Date;
(1) the Series Cash Collateral Account Investment
Proceeds transferred to the Collection Account on the
related Distribution Date;
(1) such other items as are set forth in Exhibit
D to this Supplement.
a) Annual Certificateholders' Tax
Statement. On or before January 31 of each calendar year,
beginning with calendar year 2000, the Trustee shall
distribute to each Person who at any time during the
preceding calendar year was a Series 1999-2
Certificateholder, a statement prepared by the Servicer
containing the information required to be contained in the
regular monthly report to Series 1999-2 Certificateholders,
as set forth in subclauses (i) and (ii) above, aggregated
for such calendar year or the applicable portion thereof
during which such Person was a Series 1999-2
Certificateholder, together with such other customary
information (consistent with the treatment of the Class A
Certificates and the Class B Certificates as debt) as the
Servicer deems necessary or desirable to enable the Series
1999-2 Certificateholders to prepare their tax returns. The
Servicer will provide such information to the Trustee as
soon as possible after January 1 of each calendar year.
Such obligations of the Trustee shall be deemed to have been
satisfied to the extent that substantially comparable
information shall be provided by the Trustee pursuant to any
requirements of the Code as from time to time in effect.
1. SECTION Series 1999-2 Early Amortization
Events. If any one of the following events shall occur with
respect to the Investor Certificates:
a) failure on the part of the Seller or the
Originator (i) to make any payment or deposit required by
the terms of (A) the Agreement, (B) this Supplement or the
Certificate Purchase Agreement or (C) the Purchase
Agreement, on or before the date occurring five days after
the date such payment or deposit is required to be made
herein or (ii) duly to observe or perform in any material
respect any covenants or agreements of the Seller or
Originator, as applicable, set forth in the Agreement, this
Supplement (including, without limitation, the covenant of
the Seller contained in Section 11 of this Supplement), the
Certificate Purchase Agreement or the Purchase Agreement,
which failure has a material adverse effect on the Series
1999-2 Certificateholders (which determination shall be made
without reference to the amount of the Class B Investor
Interest for such period) and which continues unremedied for
a period of 35 days after the date on which written notice
of such failure, requiring the same to be remedied, shall
have been given to the Seller by the Trustee, or to the
Seller and the Trustee by the Controlling
Certificateholders, and continues to affect materially and
adversely the interests of the Series 1999-2
Certificateholders for such period (which determination
shall be made without reference to the amount of the Class B
Investor Interest for such period);
a) any representation or warranty made by
the Seller or the Originator in the Agreement, this
Supplement, the Certificate Purchase Agreement or the
Purchase Agreement, or any information contained in a
computer file or microfiche or written list required to be
delivered by the Seller pursuant to Section 2.1 or 2.6 or by
the Originator pursuant to Section 1.1 or 2.4(e) of the
Purchase Agreement, (i) 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 35 days after the date on which written notice of
such failure, requiring the same to be remedied, shall have
been given to the Seller by the Trustee, or to the Seller
and the Trustee by the Controlling Certificateholders, and
(ii) as a result of which the interests of the Series 1999-2
Certificateholders are materially and adversely affected
(which determination shall be made without reference to the
amount of the Class B Investor Interest) and continue to be
materially and adversely affected for such period; provided,
however, that a Series 1999-2 Early Amortization Event
pursuant to this subsection 9(b) shall not be deemed to have
occurred hereunder if the Seller has accepted reassignment
of the related Receivable, or all of such Receivables, if
applicable, during such period in accordance with the
provisions of the Agreement;
a) the average Portfolio Yield for any
three consecutive Due Periods is reduced to a rate which is
less than the average Base Rate for such period;
a) the Seller shall fail to convey
Receivables arising under Additional Accounts to the Trust,
as required by subsection 2.6(a);
a) any Servicer Default shall occur which
would have a material adverse effect on the Class A
Certificateholders;
b) the Class A Investor Interest shall not
be paid in full on the Class A Scheduled Final Payment Date;
(g) the Specified Enhancement Amount shall be
less than the Required Enhancement Amount on any
Distribution Date after giving effect to any deposits and
payments on such date and such condition shall continue for
ten days;
(h) the Seller, Servicer (if Servicer is the
Originator or its Affiliate) or Charming Shoppes is subject
to a Change in Control;
(i) any amount required to be deposited into the
Spread Account under the terms of the Spread Account
Agreement shall not have been so deposited and such
condition shall continue for ten days;
(j) Fashion Service Corp. shall fail to may any
payment required to be made by it pursuant to the Cap
Agreements and such failure shall continue for three
Business Days; or a Termination Event (as defined in the Cap
Agreements) shall occur with respect to Fashion Service
Corp. shall occur;
then, in the case of any event described above (other than
any event described in subparagraph (c), (d), (f), (g) or
(j)) after any applicable grace period set forth in such
subparagraphs, either the Trustee or the Controlling
Certificateholders by notice then given in writing to the
Seller and the Servicer (and to the Trustee if given by the
Certificateholders) may declare that an early amortization
event (a "Series 1999-2 Early Amortization Event") has
occurred as of the date of such notice. Upon the occurrence
of any event described in subparagraph (c), (d), (g) or (j)
above, a Series 1999-2 Early Amortization Event will occur
automatically.
1. SECTION Series 1999-2 Termination. The
right of the Series 1999-2 Certificateholders to receive
payments from the Trust will terminate on the first Business
Day following the Series 1999-2 Termination Date.
1. SECTION Limitations on Addition of
Accounts. The Seller agrees that it shall not designate any
Additional Accounts pursuant to subsection 2.6(b) unless on
or prior to the related Addition Date, the Seller shall have
provided the Class B Certificateholders with an Officer's
Certificate certifying that such designation of such
Additional Accounts will not, as of the related Addition
Date, (x) cause a Series 1999-2 Early Amortization Event, or
(y) be reasonably expected by the Seller to materially
adversely affect in any manner the timing or amount of
payments to the Class B Certificateholders.
1. SECTION 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.
1. SECTION Counterparts. This Supplement may
be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all of such
counterparts shall together constitute but one and the same
instrument.
1. SECTION 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.
1. SECTION No Petition.
a) The Seller, the Servicer and the
Trustee, by entering into this Supplement and each Series
1999-2 Certificateholder, by accepting a Series 1999-2
Certificate, hereby covenant and agree that they will not at
any time institute against the Trust, or join in any
institution against the Trust of, any bankruptcy proceedings
under any United States Federal or state bankruptcy or
similar law in connection with any obligations relating to
the Investor Certificates, the Agreement or this Supplement.
a) The Servicer and the Trustee, by
entering into this Supplement and each Series 1999-2
Certificateholder, by accepting a Series 1999-2 Certificate,
hereby covenant and agree that they will not at any time
institute against the Seller, or join in any institution
against the Seller of, any bankruptcy proceedings under any
United States Federal or state bankruptcy or similar law in
connection with any obligations relating to the Investor
Certificates, the Agreement or this Supplement.
1. SECTION Tax Representation and Covenant.
Notwithstanding Section 6.3 of the Pooling and Servicing
Agreement, Seller shall not execute, and the Transfer Agent
and Registrar shall not register the transfer of, any Class
B Certificate, if after giving effect to the execution or
transfer of such Class B Certificate, there would be more
than 3 Private Holders of Class B Certificates. For
purposes of this Supplement and the Pooling Agreement, each
Holder of a Class B Certificate shall be a "Private Holder."
1. SECTION Amendments. No amendment may be
made to this Supplement without the consent of 100% of the
Series 1999-2 Certificateholders.
1. SECTION State Street Capital Business
Combination. The parties hereto recognize that State
Street Capital is contemplating a business combination with
a certain affiliate whereby State Street Capital is to be
combined with State Street Capital Markets, L.L.C. ("SSCM").
Upon consummation of the transaction, SSCM shall
automatically become a party hereto, effective immediately
upon such combination. References herein to State Street
Capital shall be deemed to include references to SSCM.
IN WITNESS WHEREOF, the Seller, the Servicer and
the Trustee have caused this Series 1999-2 Supplement to be
duly executed by their respective officers as of the day and
year first above written.
CHARMING SHOPPES RECEIVABLES
CORP.,
Seller
By:
Name:
Title:
SPIRIT OF AMERICA, INC.
Servicer
By:
Name:
Title:
FIRST UNION NATIONAL BANK,
Trustee
By:
Name:
Title:
EXHIBIT A-1
FORM OF CLASS A CERTIFICATE
CLASS A CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"). NEITHER THIS CERTIFICATE NOR ANY PORTION HEREOF
MAY BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED
EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS
OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF
ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.
THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN
CONDITIONS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN AND IN THE CERTIFICATE
PURCHASE AGREEMENT, EACH REFERRED TO BELOW.
No. [_______] Maximum Stated Amount
$[___________]
CHARMING SHOPPES MASTER TRUST
FLOATING RATE ASSET BACKED CERTIFICATE, SERIES 1999-2, CLASS
A
Evidencing an Undivided Interest in a trust, the corpus of
which consists of a portfolio of credit card receivables
acquired by Charming Shoppes Receivables Corp. and other
assets and interests constituting the Trust under the
Pooling and Servicing Agreement described below.
(Not an interest in or obligation of,
Charming Shoppes Receivables Corp., Spirit of America
National Bank, Spirit of America, Inc.
Charming Shoppes, Inc. or any Affiliate thereof.)
This certifies that Clipper Receivables
Corporation, a Delaware corporation (the "Class A
Certificateholder") is the registered owner of the Undivided
Interest in a trust (the "Trust"), the corpus of which
consists of a portfolio of receivables (the "Receivables")
now existing or hereafter created under credit card accounts
(the "Accounts") of Spirit of America National Bank, a
national banking association organized under the laws of the
United States, all monies due or to become due in payment of
the Receivables (including all Finance Charge Receivables)
and the other assets and interests constituting the Trust
pursuant to a Second Amended and Restated Pooling and
Servicing Agreement dated as of November 25, 1997, as
amended on _________ __, 1999 (as further amended or
otherwise modified from time to time, the "Pooling and
Servicing Agreement") and as supplemented by the Series 1999-
2 Supplement, dated as of May __, 1999 (as amended or
otherwise modified from time to time, the "Series 1999-2
Supplement"), each by and among Charming Shoppes Receivables
Corp., as Seller, Spirit of America, Inc., as Servicer, and
First Union National Bank, as Trustee (the "Trustee"). To
the extent not defined herein, capitalized terms used herein
have the meanings assigned in the Pooling and Servicing
Agreement as supplemented by the Series 1999-2 Supplement
(as so supplemented, the "Agreement").
The Class A Certificateholder is hereby authorized
to record on the grid attached to this Certificate (or at
such holder's option, in its internal books and records) the
date and amount of each Class A Incremental Funding made by
it, the amount of each repayment of the principal amount
represented by this Certificate and any reductions to the
Maximum Class A Funded Amount of this Certificate made
pursuant to the Certificate Purchase Agreement, dated as of
May __, 1999 among the Seller, the Servicer, the initial
Class A Certificateholder, the administrator for the initial
Class A Certificateholder and the initial Class B
Certificateholder (as amended or otherwise modified from
time to time, the "Certificate Purchase Agreement");
provided, however, that failure to make any such recordation
on the grid or records or any error in the grid or records
shall not adversely affect the Class A Certificateholder's
rights with respect to its interest in the assets of the
Trust and its right to receive monthly interest in respect
of the outstanding principal amount of this Certificate.
The Seller has structured the Agreement and the
Class A Certificates with the intention that the Class A
Certificates will qualify under applicable tax law as
indebtedness, and the Seller, the Holder of the Exchangeable
Seller Certificate, the Servicer and each Class A
Certificateholder (or Certificate Owner with respect to a
Class A Certificate (a "Class A Certificate Owner")) by
acceptance of its Class A Certificate (or in the case of a
Class A Certificate Owner, by virtue of such Class A
Certificate Owner's acquisition of a beneficial interest
therein), agrees to treat and to take no action inconsistent
with the treatment of the Class A Certificates (or
beneficial interest therein) for purposes of federal, state,
local and foreign income or franchise taxes and any other
tax imposed on or measured by income, as indebtedness. Each
Class A Certificateholder agrees that it will cause any
Class A Certificate Owner acquiring an interest in a Class A
Certificate through it to comply with the Agreement as to
treatment as indebtedness for certain tax purposes.
This Class A Certificate is issued under and is
subject to the terms, provisions and conditions of the
Agreement, to which Agreement, as amended from time to time,
the Class A Certificateholder by virtue of the acceptance
hereof assents and by which the Class A Certificateholder is
bound.
This Class A Certificate does not represent an
obligation of, or an interest in, the Seller, the Originator
or the Servicer, and neither the Class A Certificates nor
the Accounts or Receivables are insured or guaranteed by the
Federal Deposit Insurance Corporation or any other
governmental agency. This Class A Certificate is limited in
right of payment to certain collections respecting the
Receivables, all as more specifically set forth in the
Agreement and the Certificate Purchase Agreement.
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 and the Transfer Agent
and Registrar duly executed by the Class A Certificateholder
or such Class A Certificateholder's attorney-in-fact duly
authorized in writing, and thereupon one or more new Class A
Certificates of authorized denominations and for the same
aggregate Undivided Interests 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 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, the Trustee, the Paying
Agent, the Transfer Agent and Registrar, nor any agent of
any of them or of any such agent shall be affected by notice
to the contrary except in certain circumstances described in
the Agreement.
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 be valid for any
purpose.
IN WITNESS WHEREOF, Charming Shoppes Receivables
Corp. has caused this Class A Certificate to be duly
executed under its official seal.
CHARMING SHOPPES RECEIVABLES
CORP.
By:
Authorized Officer
Attested to:
By:
Assistant Secretary
Date: May __, 1999
CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred
to in the within-mentioned Agreement.
FIRST UNION NATIONAL BANK,
Trustee
By:
Authorized Officer
CLASS A INCREMENTAL FUNDINGS AND REPAYMENTS
Class A
Incremental Principal Outstanding Maximum Class A
Funded Amount Amount Repaid Principal Balance Funded Amount
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
EXHIBIT A-2
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"). NEITHER THIS CERTIFICATE NOR ANY PORTION HEREOF
MAY BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED
EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS
OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF
ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.
THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN
CONDITIONS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN AND IN THE CERTIFICATE
PURCHASE AGREEMENT, EACH REFERRED TO BELOW.
No. [______] Maximum Stated Amount
$[____________]
CHARMING SHOPPES MASTER TRUST
FLOATING RATE ASSET BACKED CERTIFICATE, SERIES 1999-2, CLASS
B
Evidencing an Undivided Interest in a trust, the corpus of
which consists of a portfolio of credit card receivables
acquired by Charming Shoppes Receivables Corp. and other
assets and interests constituting the Trust under the
Pooling and Servicing Agreement described below.
(Not an interest in or obligation of,
Charming Shoppes Receivables Corp., Spirit of America
National Bank, Spirit of America, Inc.
Charming Shoppes, Inc. or any Affiliate thereof.)
This certifies that Charming Shoppes Receivables
Corp., a Delaware corporation (the "Class B
Certificateholder") is the registered owner of the Undivided
Interest in a trust (the "Trust"), the corpus of which
consists of a portfolio of receivables (the "Receivables")
now existing or hereafter created under credit card accounts
(the "Accounts") of Spirit of America National Bank, a
national banking association organized under the laws of the
United States, all monies due or to become due in payment of
the Receivables (including all Finance Charge Receivables)
and the other assets and interests constituting the Trust
pursuant to a Second Amended and Restated Pooling and
Servicing Agreement dated as of November 25, 1997, as
amended on _________ __, 1999 (as further amended or
otherwise modified from time to time, the "Pooling and
Servicing Agreement") and as supplemented by the Series 1999-
2 Supplement, dated as of May __, 1999 (as amended or
otherwise modified from time to time, the "Series 1999-2
Supplement"), each by and among Charming Shoppes Receivables
Corp., as Seller, Spirit of America, Inc., as Servicer, and
First Union National Bank, as Trustee (the "Trustee"). To
the extent not defined herein, capitalized terms used herein
have the meanings assigned in the Pooling and Servicing
Agreement as supplemented by the Series 1999-2 Supplement
(as so supplemented, the "Agreement") as supplemented by the
Series 1999-2 Supplement (as so supplemented, the
"Agreement").
The Class B Certificateholder is hereby authorized
to record on the grid attached to this Certificate (or at
such holder's option, in its internal books and records) the
date and amount of each Class B Incremental Funding made by
it, the amount of each repayment of the principal amount
represented by this Certificate and any reductions to the
Maximum Class B Funded Amount of this Certificate made
pursuant to the Certificate Purchase Agreement, dated as of
May __, 1999 among the Seller, the Servicer, the initial
Class A Certificateholder, the administrator for the initial
Class A Certificateholder and the initial Class B
Certificateholder (as amended or otherwise modified from
time to time, the "Certificate Purchase Agreement");
provided, however, that failure to make any such recordation
on the grid or records or any error in the grid or records
shall not adversely affect the Class B Certificateholder's
rights with respect to its interest in the assets of the
Trust and its right to receive monthly interest in respect
of the outstanding principal amount of this Certificate.
This Class B Certificate is issued under and is
subject to the terms, provisions and conditions of the
Agreement, to which Agreement, as amended from time to time,
the Class B Certificateholder by virtue of the acceptance
hereof assents and by which the Class B Certificateholder is
bound.
This Class B Certificate does not represent an
obligation of, or an interest in, the Seller, the Originator
or the Servicer, and neither the Class B Certificates nor
the Accounts or Receivables are insured or guaranteed by the
Federal Deposit Insurance Corporation or any other
governmental agency. This Class B Certificate is limited in
right of payment to certain collections respecting the
Receivables, all as more specifically set forth in the
Agreement and the Certificate Purchase Agreement.
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 and the Transfer Agent
and Registrar duly executed by the Class B Certificateholder
or such Class B Certificateholder's attorney-in-fact duly
authorized in writing, and thereupon one or more new Class B
Certificates of authorized denominations and for the same
aggregate Undivided Interests 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 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, the Trustee, the Paying
Agent, the Transfer Agent and Registrar, nor any agent of
any of them or of any such agent shall be affected by notice
to the contrary except in certain circumstances described in
the Agreement.
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 be valid for any
purpose.
IN WITNESS WHEREOF, Charming Shoppes Receivables
Corp. has caused this Class B Certificate to be duly
executed under its official seal.
CHARMING SHOPPES RECEIVABLES
CORP.
By:
Authorized Officer
Attested to:
By:
Assistant Secretary
Date: May __, 1999
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates referred
to in the within-mentioned Agreement.
FIRST UNION NATIONAL BANK,
Trustee
By:
Authorized Officer
CLASS B INCREMENTAL FUNDINGS AND REPAYMENTS
Class B
Incremental Principal Outstanding Maximum Class B
Funded Amount Amount Repaid Principal Balance Funded Amount
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
EXHIBIT B
FORM OF OPTIONAL PAYMENT INSTRUCTIONS
AND NOTIFICATION TO THE TRUSTEE
EXHIBIT B
Form of Optional Amortization Payment Instructions and
Notification to Trustee
Date of Notice: ____________ __, ____
The undersigned duly authorized representative of the
Servicer hereby notifies the Trustee and the affected
Holders that the Seller intends to cause a full or partial
amortization of the Class A Certificates, pursuant to
Section 4(b) of the Series 1999-2 Supplement, dated as of
May 28, 1999, among Charming Shoppes Receivables Corp. (the
"Seller"), Spirit of America, Inc., (the "Servicer"), and
First Union National Bank (the "Trustee") (the "1999-2
Supplement"). Capitalized terms used herein, but not
otherwise defined, shall have the meanings given such terms
in the 1999-2 Supplement.
1. Optional Amortization Date:
2. Optional Amortization Amount:
3. Outstanding Funding Tranches: (a)
(b)
(c)
(d)
4. Amount of the Optional Amortization Amount allocated to
each Outstanding Funding Tranche:
(a)
(b)
(c)
(d)
The Trustee is hereby instructed to withdraw Available
Principal Collections and/or Available Shared Principal
Collections from the Collection Account in an amount
sufficient to pay the Class A Optional Amortization Amount
to the Class A Certificateholders. The Trustee is hereby
instructed to pay this amount to the Certificateholders in
accordance with Section 5.1 of the Series 1999-2 Supplement.
SPIRIT OF AMERICA, INC., as
Servicer
_____________________________________
Name:
Title:
EXHIBIT C
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
SPIRIT OF AMERICA, INC.
CHARMING SHOPPES MASTER TRUST
SERIES 1999-2
The undersigned, a duly authorized representative of
Spirit of America, Inc. ("Spirit"), as Servicer pursuant to
the Second Amended and Restated Pooling and Servicing
Agreement dated as of November 25, 1997, as amended on
________ __, 1999 (as further amended or otherwise modified
from time to time, the "Pooling and Servicing Agreement") by
and among Charming Shoppes Receivables Corp., as Seller,
Spirit and First Union National Bank, as trustee (the
"Trustee"), does hereby certify as follows:
1. Capitalized terms used in this notice have their
respective meanings set forth in the Pooling and Servicing
Agreement; provided, that the "preceding Due Period" shall
mean the Due Period immediately preceding the calendar month
in which this notice is delivered. References herein to
certain sections and subsections are references to the
respective sections and subsections of the Pooling and
Servicing Agreement. This notice is delivered pursuant to
Section 4.9 of the Pooling and Servicing Agreement.
1. Spirit is the Servicer under the Pooling and Servicing
Agreement.
1. The undersigned is a Servicing Officer.
1. The date of this notice is a Determination Date under
the Pooling and Servicing Agreement.
A. INSTRUCTION TO MAKE A WITHDRAWAL
The Servicer does hereby instruct the Trustee (i) to
make withdrawals from the Collection Account on
______________ __, _____, which date is a Distribution Date
under the Pooling and Servicing Agreement, in aggregate
amounts set forth below in respect of the following amounts
and (ii) to apply the proceeds of such withdrawals in
accordance with Section 3 of the Series 1999-1 Supplement,
as applicable and Section 4.9 of the Pooling and Servicing
Agreement, as applicable:
1. Pursuant to subsection 4.9(a)(i):
a) Class A Monthly Interest at
the Class A Certificate Rate
as provided by the Administrator,
on the Class A Investor Interest ____________%
1. Pursuant to subsection 4.9(a)(ii):
Non-Use Fee for this Interest Period $_____________
a) Non-Use Fee from prior Interest Periods $_____________
1. Pursuant to subsection 4.9(a)(iii):
a) Class A Additional Amounts for this
Interest Period $_____________
a) Class A Additional Amounts for prior
Interest Periods
a) Class A Additional Amount paid in the _
current fiscal year after giving effect to
the applications in (1) and (2) above. $____________
1. Pursuant to subsection 4.9(a)(iv):
a) Class A Servicing Fee for this Interest
Period $_____________
a) Class A Servicing Fee for prior Interest
Periods $_____________
1. Pursuant to subsection 4.9(a)(v):
a) Class A Investor Loss Amount $_____________
1. Pursuant to subsection 4.9(a)(vi):
a) Class A Additional Amounts $_____________
1. Pursuant to subsection 4.9(a)(vii):
a) Portion of Excess Spread from
Class A Available Funds to be
allocated and distributed as
provided in Section 4.11 $_____________
1. Pursuant to subsection 4.9(b)(i):
a) Class B Servicing Fee (if Seller or
an affiliate is not the Servicer) $_____________
a) Accrued and unpaid Class B
Servicing Fee (if Seller or an
affiliate is not the Servicer) $_____________
1. Pursuant to subsection 4.9(b)(ii):
a) Portion of Excess Spread from
Class B Available Funds to be
allocated and distributed as
provided in Section 4.11 $_____________
1. Pursuant to subsection 4.9(c)(i):
a) Class B Monthly Principal $_____________
1. Pursuant to subsection 4.9(c)(ii):
a) An amount to be treated as Shared
Principal Collections $_____________
1. Pursuant to subsection 4.9(c)(iii):
a) An Amount to be paid to the Holder
of the Exchangeable Seller Certificate $_____________
a) The Seller Interest on this Distribution
Date $_____________
1. Pursuant to subsection 4.9(d)(i):
a) Class A Monthly Principal $_____________
1. Pursuant to subsection 4.9(d)(ii):
a) Class B Monthly Principal $_____________
1. Pursuant to subsection 4.9(d)(iii):
a) Amount to be treated as Shared
Principal Collections $_____________
1. Pursuant to subsection 4.9(d)(iv):
a) Amount to be paid to the Holder
of the Exchangeable Seller's Certificate $_____________
1. Pursuant to Section 4.15:
a) Amount of Shared Excess Finance
Charge Collections to be withdrawn
from the Collection Account to be
allocated to Series 1999-2 and
distributed as provided in
Section 4.11. $_____________
A. INSTRUCTION TO MAKE CERTAIN PAYMENTS
Pursuant to Section 4.9 of the Pooling and Servicing
Agreement, the Servicer does hereby instruct the Trustee to
pay in accordance with Section 5.1 from the Collection
Account on __________ __, ____, which date is a Distribution
Date under the Pooling and Servicing Agreement:
1. Amount to be distributed to
Class A Certificateholders $______________
1. Amount to be distributed to
Class B Certificateholders $______________
A. APPLICATION OF EXCESS SPREAD
Pursuant to Section 4.11, the Servicer does hereby
instruct the Trustee to apply the Excess Spread with respect
to the related Due Period and to make the following
distributions in the following priority:
1. The amount equal to the Class A
Required Amount, if any, which
will be used to fund the Class A
Required Amount and be applied in
accordance with, and in the priority
set forth in subsection 4.9(a) $_______________
1. The amount equal to the aggregate
amount of Class A Investor
Charge-Offs which have not been
previously reimbursed (after
giving effect to the allocation
on such Distribution Date of
certain other amounts applied for
that purpose) which will be treated
as a portion of Available Principal
Collections $_______________
1. An amount equal to (i) the Class B
Monthly Interest plus (ii) any Non-Use
Fee payable to the Class B Certificateholders
under the Certificate Purchase Agreement for
such Distribution Date, plus (iii) any Class B
Additional Amounts payable to the Class B
Certificateholders under the Certificate Purchase
Agreement for such Distribution Date, plus (iv)
the amount of any past due Non-Use Fee and
Class B Additional Amounts payable will be paid
to the Class B Certificateholders in accordance
with the Certificate Purchase Agreement;
$______________
1. an amount equal to the aggregate amount of
accrued but unpaid Class B Servicing Fee
will be paid to Servicer;
$______________
1. an amount equal to the Class B Loss Amount,
if any, for the prior Due Period will be treated
as a portion of Class B Principal Collections
on such Distribution Date;
$______________
1. an amount equal to the aggregate amount by
which the Class B Investor Interest has been
reduced for reasons other than the payment of
principal to the Class B Certificateholders
(but not in excess of the aggregate amount of
such reductions which have not been previously
reimbursed) will be treated as a portion of
Available Principal Collections on such
Distribution Date;
$______________
1. an amount up to the excess, if any, of the Series
Required Cash Collateral Amount (determined
after all deposits, withdrawals, reductions, payments
and adjustments to be made with respect to such
Distribution Date) over the Available Series Cash
Collateral Amount (determined after all deposits,
withdrawals, reductions, payments and adjustments
to be made with respect to such Distribution Date)
shall be deposited in the Series Cash
Collateral Account; $_____________
1. an amount equal to the aggregate amount required
to be applied under the Spread Account Agreement
shall be distributed for application in accordance
with the Spread Account Agreement; and
$______________
1. The balance, if any, after giving
effect to the payments made
pursuant to subparagraphs [(A)
through (J)] above to be applied
as Shared Excess Finance Charge
Collections for such Distribution Date
$______________
A. REALLOCATED CLASS B PRINCIPAL COLLECTIONS
Pursuant to Section 4.12, the Servicer does hereby
instruct the Trustee to withdraw from the Collection Account
and apply Reallocated Class B Principal Collections pursuant
to Section 4.12 with respect to the related Due Period in
the following amounts:
1. Reallocated Class B
Principal Collections
$______________
A. ACCRUED AND UNPAID AMOUNTS
After giving effect to the withdrawals and transfers to
be made in accordance with this notice, the following
amounts will be accrued and unpaid with respect to all Due
Periods preceding the current calendar month
1. Subsections 4.9(a)(ii):
a) The aggregate amount of all
accrued and unpaid Non-Use Fee $______________
1. Subsection 4.9(a)(iii):
a) The Aggregate amount of all accrued
and unpaid Class A Additional Amounts $______________
1. Section 4.9(b)(i) :
a) The aggregate amount of all
accrued and unpaid Class B Servicing Fee
$______________
1. Subsection 4.10
a) The aggregate amount of all
unreimbursed Class A Investor
Charge-Offs $______________
a) The aggregate amount of all
unreimbursed Class B Investor
Charge-Offs $______________
IN WITNESS WHEREOF, the undersigned has duly
executed this certificate this __ day of _______, ____.
SPIRIT OF AMERICA, INC.
Servicer
By:___________________________
Name:
Title:
EXHIBIT D
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
Series 0000-0
XXXXXX XX XXXXXXX, INC.
CHARMING SHOPPES MASTER TRUST
TO BE DELIVERED IN A FORM TO BE AGREED UPON BY THE
TRUSTEE, SERVICER, AND SELLER PRIOR TO THE INITIAL FUNDING
HEREUNDER.
