Exhibit 4.1
EXECUTION COPY
METRIS RECEIVABLES, INC.
Transferor
DIRECT MERCHANTS CREDIT CARD BANK, NATIONAL ASSOCIATION
Servicer
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
on behalf of the Series 2000-2 Securityholders
AMENDED AND RESTATED SERIES 2000-2 SUPPLEMENT
Dated as of May 1, 2003
to
SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of January 22, 2002
METRIS MASTER TRUST
$447,514,000 Floating Rate Asset Backed
Securities, Series 2000-2, Class A
$67,956,000 Floating Rate Asset Backed
Securities, Series 2000-2, Class B
$147,513,425 Excess Collateral, Series 2000-2
EXHIBITS
Exhibit A-1 Form of Class A Investor Security
Exhibit A-2 Form of Class B Investor Security
Exhibit B Form of Monthly Securityholder's Statement
Exhibit C Form of Excess Collateral Investment Letter
AMENDED AND RESTATED SERIES 2000-2 SUPPLEMENT, dated as of May
1, 2003 (this "Series Supplement") by and among METRIS RECEIVABLES, INC., a
corporation organized and existing under the laws of the State of Delaware, as
Transferor (the "Transferor"), DIRECT MERCHANTS CREDIT CARD BANK, NATIONAL
ASSOCIATION, a national banking association organized under the laws of the
United States, as Servicer (the "Servicer"), and U.S. BANK NATIONAL ASSOCIATION,
a national banking association organized and existing under the laws of the
United States, as trustee (together with its successors in trust thereunder as
provided in the Agreement referred to below, the "Trustee") of the Metris Master
Trust (the "Trust").
WHEREAS heretofore there was authorized and issued by the
Trust a Series of Investor Securities known generally as the "Series 2000-2
Securities" under an Amended and Restated Pooling and Servicing Agreement, dated
as of July 30, 1998 (the "Original Agreement"), as supplemented by the Series
2000-2 Supplement, dated as of July 27, 2000 (the "Original Series Supplement"),
executed in connection with the issuance of the Series 2000-2 Securities, each
by and among the Transferor, the Servicer and The Bank of New York (Delaware),
as trustee (the "Prior Trustee") of the Trust;
WHEREAS the Transferor, the Servicer, the Prior Trustee and
the Trustee have entered into that certain Agreement of Resignation, Appointment
and Acceptance, dated as of December 11, 2000, pursuant to which the Trustee
assumed all of the rights and obligations of the Prior Trustee under the terms
of the Original Agreement;
WHEREAS the Transferor, the Servicer and the Trustee have
executed that certain Second Amended and Restated Pooling and Servicing
Agreement, dated as of January 22, 2002 (as amended, supplemented or otherwise
modified from time to time, the "Agreement");
WHEREAS Section 4.20 of the Agreement provides, among other
things, that, upon satisfaction of the conditions specified therein, the Series
2000-2 Securities will no longer be entitled to the security interest of the
Trustee in the Receivables and certain other Trust Property and the percentages
applicable to the allocation to the Series 2000-2 Securityholders of Principal
Collections, Finance Charge Collections and Receivables in Defaulted Accounts
will be reduced to zero;
WHEREAS the Transferor has determined to defease the Series
2000-2 Securities in accordance with Section 4.20 of the Agreement and on the
terms and conditions set forth herein;
WHEREAS the Transferor, the Servicer and the Trustee have
agreed to amend and restate the Original Series Supplement on the terms and
conditions hereinafter set forth;
NOW THEREFORE, in consideration of the premises and the
agreements contained herein, the parties hereto agree as follows:
Section 6.9 of the Agreement provides, among other things,
that the Transferor 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 issuance
by the Trustee to the Transferor, for execution and redelivery to the Trustee
for authentication, of one or more Series of Securities.
Pursuant to this Series Supplement, the Transferor and the
Trustee shall create a new Series of Investor Securities and shall specify the
Principal Terms thereof.
Section 1. Designation. (a) There is hereby created a Series
of Investor Securities to be issued pursuant to the Agreement and this Series
Supplement to be known generally as the "Series 2000-2 Securities." The Series
2000-2 Securities shall be issued in two Classes, which shall be designated
generally as the Floating Rate Asset Backed Securities, Series 2000-2, Class A
(the "Class A Securities"), and the Floating Rate Asset Backed Securities,
Series 2000-2, Class B (the "Class B Securities"). In addition, there is hereby
created a third Class of an uncertificated interest in the Trust which shall be
deemed to be an "Investor Security" for all purposes under the Agreement and
this Series Supplement, except as expressly provided herein, and which shall be
known as the Excess Collateral, Series 2000-2 (the "Excess Collateral").
(b) The Excess Collateral Holder, as holder of an "Investor
Security" under the Agreement, shall be entitled to the benefits of the
Agreement and this Series Supplement upon payment by the Excess Collateral
Holder of amount owing on the Closing Date as agreed to by the Transferor and
the Excess Collateral Holder. Notwithstanding the foregoing, except as expressly
provided herein, (i) the provisions of Article VI and Article XII of the
Agreement relating to the registration, authentication, delivery, presentation,
cancellation and surrender of the Registered Securities and the provisions of
subsection 6.9(b) of the Agreement with respect to the effect that a newly
issued series of Investor Securities will be treated as debt for Federal income
tax purposes shall not be applicable to the Excess Collateral and (ii) the
provisions of Section 3.7 of the Agreement shall not apply to cause the Excess
Collateral to be treated as debt for federal, state and local income and
franchise tax purposes, but rather the Transferor intends and, together with the
Excess Collateral Holder, agrees to treat the Excess Collateral for federal,
state and local income and franchise tax purposes as representing an equity
interest in the assets of the Trust.
Section 2. 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 Series
Supplement shall govern with respect to the Series 2000-2 Securities. All
Article, Section or subsection references herein shall mean Articles, Sections
or subsections of the Agreement, as amended or supplemented by this Series
Supplement, 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 2000-2 Securities and no other
Series of Securities issued by the Trust.
"Accumulation Period" shall mean the period commencing at the
close of business on the last day of the July 2002 Monthly Period or such later
date as is determined in accordance with Section 4.19 of the Agreement and
ending on the first to occur of (a) the commencement of the Early Amortization
Period and (b) the Series 2000-2 Termination Date.
"Accumulation Period Factor" shall mean, for any Monthly
Period, a fraction, the numerator of which is equal to the sum of the numerators
with respect to all Classes of all Series then outstanding used to calculate the
allocation percentages applicable for Principal Collections, and the denominator
of which is equal to the sum of (a) the Class A Invested Amount, (b) the sum of
the numerators with respect to all Classes of all Series then outstanding used
to calculate the allocation percentages applicable for Principal Collections of
all other Series which are not expected to be in their revolving periods during
such Monthly Period, and (c) the sum of the numerators used to calculate the
allocation percentages applicable for Principal Collections of all Classes of
other outstanding Series which are not allocating Shared Principal Collections
and are expected to be in their revolving periods during such Monthly Period.
"Accumulation Period Length" shall have the meaning assigned
such term in Section 4.19 of the Agreement.
"Accumulation Period Reserve Account" shall have the meaning
specified in subsection 4.18(a) of the Agreement.
"Accumulation Shortfall" shall initially mean zero and
thereafter shall mean, with respect to any Monthly Period during the
Accumulation Period, the excess, if any, of the Controlled Deposit Amount for
the previous Monthly Period over the amount deposited into the Principal Funding
Account pursuant to Section 4.12 of the Agreement with respect to the Series
2000-2 Securities for the previous Monthly Period.
"Additional Interest" shall mean, at any time of
determination, the sum of the Class A Additional Interest and Class B Additional
Interest.
"Adjusted Invested Amount" shall mean as of any Business Day,
(i) the Invested Amount minus (ii) the sum of the amounts then on deposit in the
Principal Account and the Principal Funding Account and the Series 2000-2
Percentage of the amount then on deposit in the Excess Funding Account.
"Aggregate Interest Rate Caps Notional Amount" shall mean with
respect to any date of determination an amount equal to the sum of the notional
amounts or equivalent amounts of all outstanding Cap Agreements, Replacement
Interest Rate Caps and Qualified Substitute Arrangements, each as of such date
of determination.
"Amortization Period" shall mean the period commencing on the
Amortization Period Commencement Date and continuing until the Series 2000-2
Termination Date.
"Amortization Period Commencement Date" shall mean the
earliest of the first day of the Accumulation Period and the Pay Out
Commencement Date.
"Assignee" shall have the meaning specified in subsection
11(a).
"Available Reserve Account Amount" shall mean, with respect to
any Transfer Date, the lesser of (a) the amount on deposit in the Accumulation
Period Reserve Account as of such date (before giving effect to any withdrawal
made or to be made pursuant to subsection 4.18(c) of the Agreement from the
Accumulation Period Reserve Account on such Transfer Date) and (b) the Required
Reserve Account Amount for such Transfer Date.
"Available Series 2000-2 Finance Charge Collections" shall
have the meaning specified in subsection 4.9(a) of the Agreement.
"Available Series 2000-2 Principal Collections" shall mean,
with respect to any Monthly Period, or portion thereof commencing on the
Amortization Period Commencement Date, an amount equal to the sum of (i) an
amount equal to the Fixed/Floating Percentage of all Principal Collections (less
the amount of Redirected Principal Collections) received during such Monthly
Period, (ii) any amount on deposit in the Excess Funding Account allocated to
the Series 2000-2 Securities pursuant to subsection 4.9(d) of the Agreement with
respect to such period, (iii) the sum of the aggregate amount allocated with
respect to the Series Default Amount with respect to such period and the Series
2000-2 Percentage of any unpaid Adjustment Payments paid pursuant to subsections
4.9(a)(v) and 4.9(a)(vi) of the Agreement with respect to such period, any
reimbursements of unreimbursed Charge-Offs pursuant to subsections 4.9(a)(vii),
(viii) and (ix) of the Agreement with respect to such period plus in each case,
amounts applied with respect thereto pursuant to subsections 4.10(a) and (b),
4.14(a) and (b), 4.17(b) and 4.18(b), (c) and (d) of the Agreement, (iv) the
aggregate Shared Principal Collections allocated to the Series 2000-2 Securities
pursuant to Section 4.8 of the Agreement with respect to such period and (v) the
proceeds of the sale of all or a portion of an Interest Rate Cap with respect to
such Monthly Period.
"Base Rate" shall mean, with respect to any Monthly Period,
the sum of (i) the weighted average of the Class A Interest Rate, the Class B
Interest Rate and the Excess Collateral Minimum Rate, in each case as of the
last day of such Monthly Period (weighted based on the Class A Invested Amount,
the Class B Invested Amount and the Excess Collateral Amount, respectively, as
of the last day of such Monthly Period) plus (ii) the product of 2.00% per annum
and the percentage equivalent of a fraction the numerator of which is the
Adjusted Invested Amount and the denominator of which is the Invested Amount,
each as of the last day of such Monthly Period.
"Cap Agreements" shall mean each interest rate cap agreement,
between the Transferor, the Trustee and a Cap Provider, as amended from time to
time, and any additional interest rate protection agreement or agreements,
entered into between the Transferor, the Trustee and a Cap Provider, as the same
may from time to time be amended, restated, modified and in effect.
"Cap Proceeds Account" shall have the meaning specified in
subsection 3A(b) of this Series Supplement.
"Cap Provider" shall mean a third party cap provider having a
rating acceptable to the Rating Agencies.
"Cap Receipt Amount" shall mean, with respect to any Business
Day the amount on deposit in the Cap Proceeds Account.
"Cap Settlement Date" shall have the meaning specified in
subsection 3A(b) of this Series Supplement.
"Carryover Class A Interest" shall mean with respect to any
Business Day (a) any Class A Monthly Interest due but not paid on any previous
Distribution Date plus (b) any Class A Additional Interest due on the next
succeeding Distribution Date.
"Carryover Class B Interest" shall mean with respect to any
Business Day (a) any Class B Monthly Interest due but not paid on any previous
Distribution Date plus (b) any Class B Additional Interest due on the next
succeeding Distribution Date.
"Carryover Excess Collateral Minimum Interest" shall mean with
respect to any Business Day any Excess Collateral Minimum Monthly Interest due
but not paid on any previous Distribution Date.
"Charge-Offs" shall mean the sum of Class A Charge-Offs, Class
B Charge-Offs and Excess Collateral Charge-Offs.
"Class A Additional Interest" shall have the meaning specified
in subsection 4.6(a) of the Agreement.
"Class A Adjusted Invested Amount" shall mean, for any date of
determination, an amount not less than zero equal to the then current Class A
Invested Amount minus the sum of the Principal Funding Account Balance and the
amount then on deposit in the Principal Account for the benefit of the Class A
Securities on such date of determination.
"Class A Charge-Offs" shall have the meaning specified in
subsection 4.13(c) of the Agreement.
"Class A Expected Final Payment Date" shall mean the July 2003
Distribution Date.
"Class A Floating Percentage" shall mean, with respect to any
Business Day, the percentage equivalent of a fraction, the numerator of which is
the Class A Adjusted Invested Amount as of the end of the preceding Business Day
and the denominator of which is the greater of (a) the sum of the aggregate
amount of Principal Receivables in the Trust and the amounts on deposit in the
Excess Funding Account as of the end of the preceding Business Day and (b) the
sum of the numerators with respect to all Classes of all Series then outstanding
used to calculate the applicable allocation percentage; provided, however, that
with respect to any Business Day on and after the Defeasance Date, the numerator
specified above shall be zero.
"Class A Initial Invested Amount" shall mean the aggregate
initial principal amount of the Class A Securities, which is $447,514,000.
"Class A Interest Rate" shall mean 0.21% per annum in excess
of LIBOR as determined on the related LIBOR Determination Date.
"Class A Interest Shortfall" shall have the meaning specified
in subsection 4.6(a) of the Agreement.
"Class A Invested Amount" shall mean, when used with respect
to any Business Day, the greater of (x) zero and (y) an amount equal to (a) the
Class A Initial Invested Amount, minus (b) the aggregate amount of principal
payments made to Class A Securityholders through and including such Business
Day, minus (c) the aggregate amount of Class A Charge-Offs for all prior
Distribution Dates, plus (d) the sum of the aggregate amount reimbursed with
respect to reductions of the Class A Invested Amount through and including such
Business Day pursuant to subsection 4.9(a)(vii) of the Agreement plus, with
respect to such subsection, amounts applied thereto pursuant to subsections
4.10(a) and (b), 4.14(a) and (b), 4.17(b) and 4.18(b), (c) and (d) of the
Agreement, for the purpose of reimbursing amounts deducted pursuant to the
foregoing clause (c).
"Class A Monthly Interest" shall mean the interest
distributable in respect of the Class A Securities as calculated in accordance
with subsection 4.6 of the Agreement.
"Class A Outstanding Principal Amount" shall mean with respect
to the Class A Securities, when used with respect to any Business Day, an amount
equal to (a) the Class A Initial Invested Amount minus (b) the aggregate amount
of principal payments made to the Class A Securityholders on or prior to such
Business Day.
"Class A Percentage" shall mean a fraction the numerator of
which is the Class A Initial Invested Amount and the denominator of which is the
Initial Invested Amount.
"Class A Principal" shall mean the principal distributable in
respect of the Class A Securities as specified in subsection 4.7(a) of this
Agreement.
"Class A Required Amount" shall mean the amount determined by
the Servicer for each Business Day equal to the excess, if any, of (x) the sum
of (i) the Class A Monthly Interest for the Interest Accrual Period beginning in
the then current Monthly Period, (ii) any Carryover Class A Interest, (iii) the
Class A Percentage of the Servicing Fee for the then current Monthly Period,
(iv) the Class A Floating Percentage of the Default Amount, if any, for such
Business Day and, to the extent not previously paid, for any previous Business
Day in such Monthly Period and (v) the Class A Floating Percentage of the Series
2000-2 Percentage of any Adjustment Payment the Transferor is required but fails
to make pursuant to subsection 3.8(a) of the Agreement on such Business Day and
on each previous Business Day during such Monthly Period over (y) the Available
Series 2000-2 Finance Charge Collections plus any Excess Finance Charge
Collections from other Series and any Transferor Finance Charge Collections
allocated with respect to the amounts described in clauses (x)(i) through (v)
above with respect to such Business Days and all previous Business Days in such
Monthly Period.
"Class A Securities" shall mean any of the securities executed
by the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-1 hereto.
"Class A Securityholder" shall mean the Person in whose name a
Class A Security is registered in the Security Register.
"Class A Securityholders' Interest" shall mean the portion of
the Series 2000-2 Securityholders' Interest evidenced by the Class A Security.
"Class B Additional Interest" shall have the meaning specified
in subsection 4.6(b) of the Agreement.
"Class B Charge-Offs" shall have the meaning specified in
subsection 4.13(b) of the Agreement.
"Class B Expected Final Payment Date" shall mean the August
2003 Distribution Date.
"Class B Fixed/Floating Percentage" shall mean for any
Business Day the percentage equivalent of a fraction, the numerator of which is
the Class B Invested Amount at the end of the last day of the Revolving Period
and the denominator of which is the greater of (a) the sum of the aggregate
amount of Principal Receivables and the amount on deposit in the Excess Funding
Account as of the end of the preceding Business Day and (b) the sum of the
numerators with respect to all Classes of all Series then outstanding used to
calculate the applicable allocation percentages with respect to Principal
Collections for all Series; provided, however, that with respect to any Business
Day on and after the Defeasance Date, the numerator specified above shall be
zero.
"Class B Floating Percentage" shall mean with respect to any
Business Day the percentage equivalent of a fraction, the numerator of which is
the Class B Invested Amount at the end of the preceding Business Day and the
denominator of which is the greater of (a) the sum of the aggregate amount of
Principal Receivables and the amount on deposit in the Excess Funding Account at
the end of the preceding Business Day and (b) the sum of the numerators with
respect to all Classes of all Series then outstanding used to calculate the
applicable allocation percentage; provided, however, that with respect to any
Business Day on and after the Defeasance Date, the numerator specified above
shall be zero.
"Class B Initial Invested Amount" shall mean the aggregate
initial principal amount of the Class B Securities, which is $67,956,000.
"Class B Interest Rate" shall mean 0.60% per annum in excess
of LIBOR as determined on the related LIBOR Determination Date.
"Class B Interest Shortfall" shall have the meaning specified
in subsection 4.6(b) of the Agreement.
"Class B Invested Amount" shall mean, when used with respect
to any Business Day, the greater of (x) zero and (y) an amount equal to (a) the
Class B Initial Invested Amount, minus (b) the aggregate amount of principal
payments made to Class B Securityholders through and including such Business
Day, minus (c) the aggregate amount of Class B Charge-Offs for all prior
Distribution Dates, minus (d) the aggregate amount of Redirected Class B
Principal Collections for which the Excess Collateral Amount has not been
reduced for all prior Distribution Dates plus (e) the sum of the aggregate
amount reimbursed with respect to reductions of the Class B Invested Amount
through and including such Business Day pursuant to subsection 4.9(a)(viii) of
the Agreement plus, with respect to such subsection, amounts applied thereto
pursuant to subsections 4.10(a) and (b), 4.14(a) and (b), 4.17(b) and 4.18(b),
(c) and (d) of the Agreement, for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (c) and (d).
"Class B Monthly Interest" shall mean the interest
distributable in respect of the Class B Securities as calculated in accordance
with subsection 4.6(b) of the Agreement.
"Class B Outstanding Principal Amount" shall mean, when used
with respect to any Business Day, an amount equal to (a) the Class B Initial
Invested Amount minus (b) the aggregate amount of principal payments made to
Class B Securityholders prior to such Business Day.
"Class B Percentage" shall mean a fraction the numerator of
which is the Class B Initial Invested Amount and the denominator of which is the
Initial Invested Amount.
"Class B Principal" shall mean the principal distributable in
respect of the Class B Securities as specified in subsection 4.7(b) of the
Agreement.
"Class B Required Amount" shall mean the amount determined by
the Servicer on each Business Day equal to the excess, if any, of (x) the sum of
(i) the Class B Monthly Interest for the Interest Accrual Period beginning in
the then current Monthly Period, (ii) any Carryover Class B Interest, (iii) the
Class B Percentage of the Servicing Fee for the then current Monthly Period,
(iv) the Class B Floating Percentage of the Default Amount, if any, for such
Business Day and, to the extent not previously paid, for any previous Business
Day in such Monthly Period, (v) the Class B Floating Percentage of the Series
2000-2 Percentage of the Adjustment Payment the Transferor is required but fails
to make pursuant to subsection 3.8(a) of the Agreement on such Business Day and
on each previous Business Day during such Monthly Period and (vi) the
unreimbursed amount by which the Class B Invested Amount has been reduced on
prior Business Days pursuant to clauses (c) and (d) of the definition of Class B
Invested Amount over (y) the Available Series 2000-2 Finance Charge Collections
plus any Excess Finance Charge Collections from other Series and any Transferor
Finance Charge Collections allocated with respect to the amounts described in
clauses (x)(i) through (vi) above with respect to such Business Days and all
previous Business Days in such Monthly Period.
"Class B Securities" shall mean any of the securities executed
by the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-2 hereto.
"Class B Securityholder" shall mean the Person in whose name a
Class B Security is registered in the Security Register.
"Class B Securityholders' Interest" shall mean the portion of
the Series 2000-2 Securityholders' Interest evidenced by the Class B Security.
"Closing Date" shall mean July 27, 2000.
"Controlled Accumulation Amount" shall mean, for any Transfer
Date with respect to the Accumulation Period (a) prior to the payment in full of
the Class A Invested Amount, $37,292,834; provided, however, that if the
Accumulation Period Length is determined to be less than 12 months pursuant to
Section 4.19 of the Agreement, the Controlled Accumulation Amount for each
Transfer Date with respect to the Accumulation Period prior to the payment in
full of the Class A Invested Amount will be equal to (i) the product of (x) the
Class A Initial Invested Amount and (y) the Accumulation Period Factor for the
Monthly Period preceding such Transfer Date divided by (ii) the Required
Accumulation Factor Number and (b) after payment in full of the Class A Invested
Amount, an amount equal to the sum of the Class B Invested Amount and the Excess
Collateral Amount on such Transfer Date.
"Controlled Deposit Amount" shall mean, with respect to any
Transfer Date, the sum of (a) the Controlled Accumulation Amount for such
Transfer Date and (b) any existing Accumulation Shortfall.
"Covered Amount" shall mean, with respect to any Interest
Accrual Period during the Accumulation Period prior to the payment in full of
the Class A Invested Amount, the product of (a) the Class A Interest Rate in
effect with respect to such Interest Accrual Period, (b) a fraction the
numerator of which is the actual number of days in the related Interest Accrual
Period and the denominator of which is 360 and (c) the Principal Funding Account
Balance as of the last day of the Monthly Period preceding the Monthly Period in
which such Interest Accrual Period ends.
"Default Amount" shall mean, (i) on any Business Day other
than the Default Recognition Date, the aggregate amount of Principal Receivables
in Accounts which became Defaulted Accounts on such Business Day and (ii) on any
Default Recognition Date the aggregate amount of Principal Receivables in
Accounts which became Defaulted Accounts during the then current Monthly Period
(other than such Accounts which were included in clause (i)).
"Default Recognition Allocation Percentage" shall mean, with
respect to each Default Recognition Date, the percentage equivalent of a
fraction, the numerator of which is the Weighted Average Invested Amount for the
related Monthly Period and the denominator of which is the Weighted Average
Principal Receivables in the Trust for the related Monthly Period.
"Default Recognition Date" shall mean the last day of each
calendar month; provided, however, that with respect to any Monthly Period the
"related Default Recognition Date" shall mean the Default Recognition Date
occurring closest to the last day of such Monthly Period and any amounts
allocated or applied on such Default Recognition Date shall be deemed to apply
to the related Monthly Period.
"Defeasance Date" shall mean May 1, 2003.
"Deposit Account Collateral" shall have the meaning specified
in Section 20.
"Distribution Date" shall mean September 20, 2000, and the
twentieth day of each month thereafter, or if such day is not a Business Day,
the next succeeding Business Day.
"DTC" shall mean The Depository Trust Company.
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"Early Amortization Period" shall mean the period beginning on
the earliest of (a) the day on which a Pay Out Event occurs or is deemed to have
occurred, (b) the Class A Expected Final Payment Date if the Class A Invested
Amount has not been paid in full on such date, (c) the Class B Expected Final
Payment Date if the Class B Invested Amount has not been paid in full on such
date and (d) the Excess Collateral Expected Final Payment Date if the Excess
Collateral Amount has not been paid in full on such date, and ending on the
earlier of (i) the date on which the Class A Invested Amount, the Class B
Invested Amount and the Excess Collateral Amount have been paid in full and (ii)
the Scheduled Series 2000-2 Termination Date.
"Enhancement" shall mean, with respect to the Class A
Securities, the subordination of the Class B Invested Amount and the Excess
Collateral Amount and the benefits of the Interest Rate Caps, with respect to
the Class B Securities, the subordination of the Excess Collateral Amount and
the benefits of the Interest Rate Caps and, with respect to the Excess
Collateral the benefits of the Interest Rate Caps.
"Excess Collateral" shall mean a fractional undivided interest
in the Trust which shall consist of the right to receive to the extent necessary
to make the required payments to the Excess Collateral Holder under this Series
Supplement, the portion of Collections allocable thereto under the Agreement and
this Series Supplement, funds on deposit in the Collection Account allocable
thereto pursuant to the Agreement and this Series Supplement, and funds on
deposit in any other Series Account (and any investment earnings thereon, net of
investment expenses and losses, if and to the extent specifically provided
herein) allocable thereto pursuant to the Agreement and this Series Supplement.
"Excess Collateral Amount" shall mean, when used with respect
to any Business Day, the greater of (x) zero and (y) an amount equal to (a) the
Excess Collateral Initial Amount minus (b) the aggregate amount of principal
payments made to the Excess Collateral Holder through and including such
Business Day, minus (c) the aggregate amount of Excess Collateral Charge-Offs
for all prior Distribution Dates, minus (d) the aggregate amount of Redirected
Principal Collections for all prior Distribution Dates, plus (e) the sum of the
aggregate amount reimbursed with respect to reductions of the Excess Collateral
Amount through and including such Business Day pursuant to subsection 4.9(ix) of
the Agreement plus, with respect to such subsection, pursuant to subsections
4.10(a) and (b), 4.14(a), 4.17(b) and 4.18(b), (c) and (d) of the Agreement, for
the purpose of reimbursing amounts deducted pursuant to the foregoing clauses
(c) and (d).
"Excess Collateral Charge-Offs" shall have the meaning
specified in subsection 4.13(a) of the Agreement.
"Excess Collateral Daily Principal" shall have the meaning
specified in subsection 4.7(c) of the Agreement.
"Excess Collateral Expected Final Payment Date" shall mean the
August 2003 Transfer Date.
"Excess Collateral Fixed/Floating Percentage" shall mean for
any Business Day the percentage equivalent of a fraction, the numerator of which
is the Excess Collateral Amount at the end of the last day of the Revolving
Period and the denominator of which is the greater of (a) the sum of the
aggregate amount of Principal Receivables and the amount on deposit in the
Excess Funding Account at the end of the preceding Business Day and (b) the sum
of the numerators with respect to all Classes of all Series then outstanding
used to calculate the applicable allocation percentages with respect to
Principal Collections for all Series; provided, however, that with respect to
any Business Day on and after the Defeasance Date, the numerator specified above
shall be zero.
"Excess Collateral Floating Percentage" shall mean with
respect to any Business Day the percentage equivalent of a fraction, the
numerator of which is the Excess Collateral Amount at the end of the preceding
Business Day and the denominator of which is the greater of (a) the sum of the
aggregate amount of Principal Receivables and the amount on deposit in the
Excess Funding Account at the end of the preceding Business Day and (b) the sum
of the numerators with respect to all Classes of all Series then outstanding
used the calculate the applicable allocation percentage; provided, however, that
with respect to any Business Day on and after the Defeasance Date, the numerator
specified above shall be zero.
"Excess Collateral Holder" shall mean the entity so designated
in writing by the Transferor to the Trustee.
"Excess Collateral Holder's Interest" shall mean the portion
of the Series 2000-2 Securityholders' Interest evidenced by the Excess
Collateral.
"Excess Collateral Initial Amount" shall mean the aggregate
initial principal amount of the Excess Collateral, which is $147,513,425.
"Excess Collateral Interest Shortfall" shall have the meaning
specified in subsection 4.6(c) of the Agreement.
"Excess Collateral Minimum Monthly Interest" shall mean the
interest distributable in respect of the Excess Collateral as calculated in
accordance with subsection 4.6(c) of the Agreement.
"Excess Collateral Minimum Rate" shall mean, for any Interest
Accrual Period, the rate per annum specified in the Transfer and Administration
Agreement; provided, however, that the Excess Collateral Minimum Rate shall not
exceed a rate of 1.50% per annum in excess of LIBOR as determined on the related
LIBOR Determination Date.
"Excess Collateral Monthly Principal" shall mean the principal
distributable in respect of the Excess Collateral as specified in subsection
4.7(c) of this Agreement.
"Excess Collateral Notional Percentage" shall mean 57.3%.
"Excess Collateral Outstanding Principal Amount" shall mean,
when used with respect to any Business Day, and amount equal to (a) the Excess
Collateral Initial Amount minus (b) the aggregate amount of principal payments
made to the Excess Collateral Holder prior to such Business Day.
"Excess Finance Charge Collections" shall mean, with respect
to any Business Day, as the context requires, either (x) the amount described in
subsection 4.9(a) of the Agreement allocated to the Series 2000-2 Securities but
available to cover shortfalls in amounts paid from Finance Charge Collections
for other Series, if any, or (y) the aggregate amount of Finance Charge
Collections allocable to other Series in excess of the amounts necessary to make
required payments with respect to such Series, if any, and available to cover
shortfalls with respect to the Series 2000-2 Securities.
"FASIT" shall have the meaning specified in Section 17 of this
Series Supplement.
"Fitch" shall mean Fitch, Inc., or its successor.
"Fixed/Floating Percentage" shall mean for any Business Day
the percentage equivalent of a fraction, the numerator of which is the Invested
Amount at the end of the last day of the Revolving Period and the denominator of
which is the greater of (a) the sum of the aggregate amount of Principal
Receivables and the amount on deposit in the Excess Funding Account as of the
end of the preceding Business Day and (b) the sum of the numerators with respect
to all Classes of all Series then outstanding used to calculate the applicable
allocation percentage; provided, however, that, on and after the Pay Out
Commencement Date, with respect to the allocations of Collections of Finance
Charge Receivables, the numerator used in the above calculation shall be the
Adjusted Invested Amount as of the day immediately preceding the Pay Out
Commencement Date; provided further, however, that with respect to any Business
Day on and after the Defeasance Date, the numerator specified above shall be
zero.
"Floating Percentage" shall mean for any Business Day the sum
of the applicable Class A Floating Percentage, Class B Floating Percentage and
Excess Collateral Floating Percentage for such Business Day.
"Initial Invested Amount" shall mean $662,983,425.
"Interest Accrual Period" shall mean, with respect to a
Distribution Date, the period from and including the preceding Distribution Date
to but excluding such Distribution Date; provided, however, that the initial
Interest Accrual Period shall be the period from the Closing Date to but
excluding the initial Distribution Date.
"Interest Rate Caps" shall mean the interest rate caps
provided pursuant to Cap Agreements by one or more Cap Providers to the Trustee
on behalf of any of the Securityholders which shall entitle the Trust to receive
monthly payments equal to the product of (i) the positive difference, if any,
between LIBOR in effect for each applicable Interest Accrual Period and 8.50%,
(ii) the notional amount of such interest rate cap and (iii) the actual number
of days in the Interest Period divided by 360.
"Invested Amount" shall mean, when used with respect to any
Business Day, an amount equal to the sum of (a) the Class A Invested Amount, (b)
the Class B Invested Amount and (c) the Excess Collateral Amount, in each case
as of such Business Day.
"Investment Earnings" shall mean, with respect to any Business
Day, the investment earnings on amounts on deposit in (i) the Payment Reserve
Account, deposited in the Collection Account pursuant to subsection 4.16(c),
(ii) the Principal Funding Account, deposited in the Collection Account pursuant
to subsection 4.17(b) and (iii) the Accumulation Period Reserve Account,
deposited in the Collection Account pursuant to subsection 4.18(b).
"Investment Letter" shall have the meaning specified in
subsection 11(a).
"Investor Percentage" shall mean, for any Business Day, (a)
with respect to Finance Charge Collections prior to the Pay Out Commencement
Date, Receivables in Defaulted Accounts at any time and Principal Collections
during the Revolving Period, the Floating Percentage and (b) with respect to
Finance Charge Collections on and after the Pay Out Commencement Date and
Principal Collections during the Amortization Period, the Fixed/Floating
Percentage.
"Investor Securities" shall mean the Class A Securities, the
Class B Securities, and the Excess Collateral.
"Investor Securityholder" shall mean the Holder of record of
an Investor Security of Series 2000-2.
"LIBOR" shall mean, as of any LIBOR Determination Date, the
London interbank offered quotations for one-month Dollar deposits determined by
the Trustee for each Interest Accrual Period in accordance with the provisions
of Section 4.15 of the Agreement.
"LIBOR Determination Date" shall mean (i) July 25, 2000 with
respect to the period from the Closing Date through August 19, 2000 (ii) August
17, 2000 with respect to the period from August 20, 2000 through September 19,
2000, and (iii) the second Business Day prior to the commencement of each
Interest Accrual Period beginning with Interest Accrual Period commencing on
September 20, 2000. For purposes of this definition, a "Business Day" is any day
on which banks in London and New York are open for the transaction of
international business.
"Minimum Retained Percentage" shall mean 2%.
"Minimum Transferor Percentage" shall mean 0%; provided,
however, that in certain circumstances such percentage may be increased.
"Monthly Period" shall have the meaning specified in the
Agreement, except that the first Monthly Period with respect to the Series
2000-2 Securities shall begin on and include the Closing Date and shall end on
and include July 31, 2000.
"Negative Carry Amount" shall have the meaning specified in
subsection 4.10(a) of the Agreement.
"Paired Series" shall have the meaning specified in Section 18
of this Series Supplement.
"Pay Out Commencement Date" shall mean the date on which a
Trust Pay Out Event is deemed to occur pursuant to Section 9.1 of the Agreement
or a Series 2000-2 Pay Out Event is deemed to occur pursuant to Section 8 of
this Series Supplement.
"Paying Agent" shall mean, for the Series 2000-2 Securities,
initially The Bank of New York and, in certain limited circumstances, the Banque
Generale du Luxembourg, S.A.
"Payment Reserve Account" shall have the meaning specified in
subsection 4.16(a) of the Agreement.
"Permitted Assignee" shall mean any Person who, if it were the
Excess Collateral Holder or holder of an interest in the Trust, as applicable,
would not cause the Trust to be characterized as a publicly traded partnership
taxable as a corporation for federal income tax purposes.
"Portfolio Adjusted Yield" shall mean, with respect to any
Monthly Period, the average of the percentages obtained for each of the three
preceding Monthly Periods by subtracting the Base Rate for such Monthly Period
from the Portfolio Yield for such Monthly Period.
"Portfolio Yield" shall mean for the Series 2000-2 Securities,
with respect to any Monthly Period, the annualized percentage equivalent of a
fraction, the numerator of which is an amount equal to the sum of the aggregate
amount of Available Series 2000-2 Finance Charge Collections for such Monthly
Period (not including the amounts on deposit in the Payment Reserve Account and
Adjustment Payments made by the Transferor with respect to Adjustment Payments
required to be made but not made in prior Monthly Periods, if any) plus the
Principal Funding Account Investment Proceeds and amounts withdrawn from the
Accumulation Period Reserve Account, if any, with respect to such Monthly Period
calculated on a cash basis, minus the aggregate Series Default Amount for such
Monthly Period and the Series 2000-2 Percentage of any Adjustment Payments which
the Transferor is required but fails to make pursuant to the Agreement for such
Monthly Period, and the denominator of which is the average daily Invested
Amount; provided, however, that Excess Finance Charge Collections applied for
the benefit of the Series 2000-2 Securityholders may be added to the numerator
if the Transferor shall have provided ten Business Days prior written notice of
such action to each Rating Agency and the Transferor, the Servicer and the
Trustee shall have received notification in writing that such action will not
result in Standard & Poor's reducing or withdrawing its then existing rating of
the Investor Securities of any outstanding Series or Class with respect to which
it is a Rating Agency.
"Principal Funding Account" shall have the meaning set forth
in subsection 4.17 of the Agreement.
"Principal Funding Account Balance" shall mean, with respect
to any date of determination, the principal amount, if any, on deposit in the
Principal Funding Account on such date of determination.
"Principal Funding Account Investment Proceeds" shall mean,
with respect to each Interest Accrual Period, the investment earnings on funds
on deposit in the Principal Funding Account (net of investment losses and
expenses) for such Interest Accrual Period.
"Principal Shortfalls" shall mean on any Business Day (x) for
Series 2000-2, (i) during the Accumulation Period, the amount, if any, by which
the Controlled Deposit Amount for the Transfer Date immediately following the
then current Monthly Period exceeds the total of the amounts described in
clauses (v), (w), (x) and (y) of subsection 4.9(c)(i), and (ii) at all other
times, the Invested Amount of the class then receiving principal payments after
the application of Principal Collections on such Business Day, or (y) for any
other Series, the amounts specified as such in the Supplement for such other
Series.
"Qualified Substitute Arrangement" shall mean an arrangement
in addition to or in substitution for any prior interest rate cap arrangement
satisfactory to the Rating Agencies.
"Rating Agencies" shall mean Standard & Poor's, Xxxxx'x
and Fitch.
"Redirected Class B Principal Collections" shall have the
meaning specified in subsection 4.14(b) of the Agreement.
"Redirected Excess Collateral Principal Collections" shall
have the meaning specified in subsection 4.14(a) of the Agreement.
"Redirected Principal Collections" shall mean the sum of
Redirected Class B Principal Collections and Redirect Excess Collateral
Principal Collections.
"Reference Banks" shall mean four major banks in the London
interbank market selected by the Servicer.
"Replacement Interest Rate Cap" shall mean one or more
Interest Rate Caps, which in combination with all other Interest Rate Caps then
in effect, after giving effect to any planned cancellations of any presently
outstanding Interest Rate Caps satisfies the Transferor's covenant contained in
Section 3A of this Series Supplement to maintain Interest Rate Caps.
"Required Accumulation Factor Number" shall be equal to a
fraction, rounded upwards to the nearest whole number, the numerator of which is
one and the denominator of which is equal to the lowest monthly principal
payment rate on the Receivables, expressed as a decimal, for the 12 months
preceding the date of such calculation.
"Required Amount" shall have the meaning specified in
subsection 4.10(b) of the Agreement.
"Required Reserve Account Amount" shall mean, for any date on
or after the Reserve Account Funding Date an amount equal to (a) 0.75% of the
Class A Invested Amount or (b) any other amount designated by the Transferor;
provided, that if such designation is of a lesser amount, the Transferor shall
have (i) provided the Servicer and the Trustee with evidence that the Rating
Agency Condition has been satisfied and (ii) delivered to the Trustee a
certificate of an authorized officer to the effect that, based on the facts
known to such officer at such time, in the reasonable belief of the Transferor,
such designation will not cause a Pay Out Event or an event that, after giving
of notice or the lapse of time, would cause a Pay Out Event to occur with
respect to Series 2000-2.
"Reserve Account Funding Date" shall mean the earliest of (a)
the first day of the third Monthly Period preceding the first full day of the
Accumulation Period; (b) the Determination Date occurring in the first Monthly
Period for which the Portfolio Adjusted Yield is less than 2.0%, but in such
event the Reserve Account Funding Date shall not be required to occur earlier
than the first day of the Monthly Period which commences 12 months prior to the
first full day of the Accumulation Period; (c) the Determination Date occurring
in the first Monthly Period for which the Portfolio Adjusted Yield is less than
3.0%, but in such event the Reserve Account Funding Date shall not be required
to occur earlier than the first day of the Monthly Period which commences 6
months prior to the first full day of the Accumulation Period; or (d) the
Determination Date occurring in the first Monthly Period for which the Portfolio
Adjusted Yield is less than 3.5%, but in such event the Reserve Account Funding
Date shall not be required to occur earlier than the first day of the Monthly
Period which commences 4 months prior to the first full day of the Accumulation
Period.
"Revolving Period" shall mean the period from and including
the Closing Date to, but not including, the Amortization Period Commencement
Date.
"Scheduled Series 2000-2 Termination Date" shall mean the
January 2007 Distribution Date.
"Series 2000-2" shall mean the Series of the Metris Master
Trust represented by the Series 2000-2 Securities.
"Series 2000-2 Pay Out Event" shall have the meaning specified
in Section 8 of this Series Supplement.
"Series 2000-2 Percentage" shall mean, on any date of
determination, the percentage equivalent of a fraction the numerator of which is
the Invested Amount and the denominator of which is the sum of the Invested
Amounts relating to all other Series then outstanding.
"Series 2000-2 Securities" shall mean the Class A Securities,
the Class B Securities and the Excess Collateral.
"Series 2000-2 Securityholder" shall mean the holder of record
of any Series 2000-2 Security.
"Series 2000-2 Securityholders' Interest" shall have the
meaning specified in Section 4.4 of the Agreement.
"Series 2000-2 Termination Date" shall mean the earlier to
occur of (i) the day after the Distribution Date on which the Series 2000-2
Securities are paid in full, or (ii) the Scheduled Series 2000-2 Termination
Date.
"Series Account Collateral" shall have the meaning specified
in Section 20.
"Series Default Amount" shall mean, with respect to each
Business Day, an amount equal to the product of the Default Amount identified
since the prior reporting date and the Floating Percentage applicable for such
Business Day.
"Series Servicing Fee Percentage" shall mean 2.00% per annum.
"Servicing Fee" shall mean for any Monthly Period, an amount
equal to the product of (i) a fraction the numerator of which is the actual
number of days in such Monthly Period and the denominator of which is 365 or
366, (ii) the Series Servicing Fee Percentage and (iii) the Adjusted Invested
Amount as of the beginning of the day on the first day of such Monthly Period.
"Shared Principal Collections" shall mean, as the context
requires, either (a) the amount allocated to the Series 2000-2 Securities which,
in accordance with subsections 4.9(b) and 4.9(c)(ii) of the Agreement, may be
applied in accordance with Section 4.3(d) of the Agreement or (b) the amounts
allocated to the investor securities of other Series which the applicable Series
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 2000-2 Securities.
"Stated Amount" shall mean, when used with respect to any date
of determination, an amount equal to the product of (i) 102% times (ii) the sum
of (a) the Class A Outstanding Principal Amount, (b) the Class B Outstanding
Principal Amount and (c) the outstanding principal amount of the notes issued by
the Metris Secured Note Trust 2000-2, which is $84,530,000 on the date hereof.
"Termination Payment Date" shall mean the earlier of the first
Distribution Date following the liquidation or sale of the Receivables as a
result of an Insolvency Event and the occurrence of the Scheduled Series 2000-2
Termination Date.
"Transfer" shall have the meaning specified in Section 11 of
this Series Supplement.
"Transfer and Administration Agreement" shall mean the
agreement among the Transferor, Metris, as administrator, and the Excess
Collateral Holder, dated as of July 27, 2000 as amended or modified from time to
time, relating to the transfer of the Excess Collateral.
"Transferor Finance Charge Collections" shall mean on any
Business Day the product of (a) the Finance Charge Collections for such Business
Day, (b) the Transferor Percentage and (c) the Series 2000-2 Percentage.
"Transferor Retained Securities" shall mean investor
securities of any Series which the Transferor is required to retain pursuant to
the terms of any Supplement and with respect to Series 2000-2, the portion of
the Excess Collateral represented by the Owner Certificate in the Metris Secured
Note Trust 2000-2 for so long as the Owner Certificate is retained by the
Transferor.
"Transferor Retained Finance Charge Collections" shall mean
with respect to each Business Day other than a Default Recognition Date, the
amount specified in subsection 4.9(a)(v) of the Agreement, which amount shall be
deposited in an account maintained with a Qualified Institution and shall be
invested in Cash Equivalents maturing no later than the next succeeding Default
Recognition Date.
"Weighted Average Invested Amount" shall mean with respect to
any Monthly Period the weighted average Adjusted Invested Amount based on the
Adjusted Invested Amount outstanding on each Business Day after giving effect to
all transactions on such Business Day from but excluding the Default Recognition
Date related to the preceding Monthly Period to and including the Default
Recognition Date with respect to such Monthly Period.
"Weighted Average Principal Receivables" shall mean with
respect to any Monthly Period the weighted average sum of the total amount of
Principal Receivables and the amount on deposit in the Excess Funding Account on
each Business Day after giving effect to all transactions on such Business Day
from but excluding the Default Recognition Date related to the preceding Monthly
Period to and including the Default Recognition Date with respect to such
Monthly Period.
Section 3. [Reserved.]
SECTION 3A. [Reserved.]
Section 4. [Reserved.]
Section 5. Form of Delivery of the Class A Securities and the
Class B Securities; Denominations. (a) The Class A Securities and the Class B
Securities, have been delivered as Book-Entry Securities as provided in Sections
6.1 and 6.10 of the Agreement. The Class A Securities and the Class B Securities
have been issued in minimum denominations of $1,000 and integral multiples
thereof.
(b) The Depositary for the Class A Securities and the Class B
Securities shall be DTC and the Class A Securities and the Class B Securities
shall be initially registered in the name of Cede & Co., its nominee, and will
initially be held by the Trustee as custodian for DTC.
Section 6. Article IV of Agreement. Sections 4.1, 4.2 and 4.3
of the Agreement shall 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 2000-2 Securities:
ARTICLE IV
RIGHTS OF SECURITYHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.4. Rights of Securityholders. On and after the
Defeasance Date, the Series 2000-2 Securities will no longer be entitled to the
security interest of the Trustee in the Receivables and, except to the extent
provided in this Article IV, the other Trust Property and the Investor
Percentages applicable to the allocation to the Series 2000-2 Securityholders of
Principal Collections, Finance Charge Collections and Receivables in Defaulted
Accounts will be reduced to zero. The Class B Securities and the Excess
Collateral shall be subordinated to the Class A Securities; and the Excess
Collateral shall be subordinated to the Class B Securities, in each case to the
extent provided in this Article IV. The Class B Securities will not have the
right to receive payments of principal until the Class A Invested Amount has
been paid in full. Except in connection with the payment of Excess Collateral
Daily Principal pursuant to subsection 4.12(d) hereof, the Excess Collateral
will not have the right to receive payments of principal until the Transfer Date
immediately preceding the Distribution Date on which the Class B Invested Amount
will be paid in full.
SECTION 4.5. Collections and Allocation; Payments on
Exchangeable Transferor Security
(a) Collections and Allocations. The Servicer will apply or will instruct the
Trustee to apply all funds on deposit in the Interest Funding Account, the
Principal Account, the Principal Funding Account, the Accumulation Period
Reserve Account and the Distribution Account, as described in this Article IV.
(b) [Reserved.]
SECTION 4.6. Determination of Interest for the Series
2000-2 Securities.
(a) The amount of monthly interest (the "Class A Monthly Interest") which
shall accrue for the benefit of the Class A Securities with respect to any
Interest Accrual Period shall be an amount equal to the product of (i) the Class
A Interest Rate in effect with respect to the related Interest Accrual Period,
(ii) a fraction the numerator of which is the actual number of days in the
related Interest Accrual Period and the denominator of which is 360 and (iii)
the Class A Outstanding Principal Amount as of the close of business on the
first day of such Interest Accrual Period; provided, however, that, with respect
to the first Interest Accrual Period commencing on or after a Pay Out
Commencement Date arising solely as a result of the Pay Out Event set forth in
subsection 8(g) of this Series Supplement and for each Interest Accrual Period
thereafter through and including the Interest Accrual Period ending on July 20,
2003, the figure used in clause (iii) of the above calculation shall be the
Class A Outstanding Principal Amount as of the close of business on the day
immediately preceding such Pay Out Commencement Date.
On the Determination Date preceding each Distribution Date,
the Servicer shall determine an amount (the "Class A Interest Shortfall") equal
to the excess, if any, of (x) the Class A Monthly Interest for the Interest
Accrual Period applicable to the Distribution Date over (y) the amount available
to be paid to the Class A Securityholders in respect of interest on such
Distribution Date. If there is a Class A Interest Shortfall with respect to any
Distribution Date, an additional amount ("Class A Additional Interest") shall be
payable as provided herein with respect to the Class A Securities on each
Distribution Date following such Distribution Date on which there was a Class A
Interest Shortfall, to and including the Distribution Date on which such Class A
Interest Shortfall is paid to Class A Securityholders, equal to the product of
(i) the Class A Interest Rate, (ii) a fraction the numerator of which is the
actual number of days in the related Interest Accrual Period and the denominator
of which is 360 and (iii) such Class A Interest Shortfall remaining unpaid.
Notwithstanding anything to the contrary herein, Class A Additional Interest
shall be payable or distributed to Class A Securityholders only to the extent
permitted by applicable law.
(b) The amount of monthly interest (the "Class B Monthly Interest") which
shall accrue for the benefit of the Class B Securities with respect to any
Interest Accrual Period shall be an amount equal to the product of (i) the Class
B Interest Rate in effect with respect to the related Interest Accrual Period,
(ii) a fraction the numerator of which is the actual number of days in the
related Interest Accrual Period and the denominator of which is 360 and (iii)
the Class B Outstanding Principal Amount as of the close of business on the
first day of such Interest Accrual Period; provided, however, that, with respect
to the first Interest Accrual Period commencing on or after a Pay Out
Commencement Date arising solely as a result of the Pay Out Event set forth in
subsection 8(g) of this Series Supplement and for each Interest Accrual Period
thereafter through and including the Interest Accrual Period ending on August
19, 2003, the figure used in clause (iii) of the above calculation shall be the
Class B Outstanding Principal Amount as of the close of business on the day
immediately preceding such Pay Out Commencement Date.
On the Determination Date preceding each Distribution Date,
the Servicer shall determine an amount (the "Class B Interest Shortfall") equal
to the excess, if any, of (x) the aggregate Class B Interest for the Interest
Accrual Period applicable to the Distribution Date over (y) the amount available
to be paid to the Class B Securityholders in respect of interest on such
Distribution Date. If there is a Class B Interest Shortfall with respect to any
Distribution Date, an additional amount ("Class B Additional Interest") shall be
payable as provided herein with respect to the Class B Securities on each
Distribution Date following such Distribution Date, to and including the
Distribution Date on which such Class B Interest Shortfall is paid to Class B
Securityholders, equal to the product of (i) the Class B Interest Rate, (ii) a
fraction the numerator of which is the actual number of days in the related
Interest Accrual Period and the denominator of which is 360 and (iii) such Class
B Interest Shortfall remaining unpaid. Notwithstanding anything to the contrary
herein, Class B Additional Interest shall be payable or distributed to Class B
Securityholders only to the extent permitted by applicable law.
(c) The amount of monthly interest (the "Excess Collateral Minimum Monthly
Interest") which shall accrue for the benefit of the Excess Collateral with
respect to any Interest Accrual Period shall be an amount equal to the product
of (i) the Excess Collateral Minimum Rate in effect with respect to such
Interest Accrual Period, (ii) a fraction the numerator of which is the actual
number of days in the related Interest Accrual Period and the denominator of
which is 360 and (iii) (a) for the Interest Accrual Period ending in the May
2003 Monthly Period, the Excess Collateral Outstanding Principal Amount as of
the close of business on the first day of such Interest Accrual Period and (b)
for each subsequent Interest Accrual Period, the Excess Collateral Outstanding
Principal Amount as of the close of business on the day immediately preceding
the Defeasance Date; provided, however, that, with respect to the first Interest
Accrual Period commencing on or after a Pay Out Commencement Date arising solely
as a result of the Pay Out Event set forth in subsection 8(g) of this Series
Supplement and for each Interest Accrual Period thereafter through and including
the Interest Accrual Period ending on August 19, 2003, the figure used in clause
(iii) of the above calculation shall be the Excess Collateral Outstanding
Principal Amount as of the close of business on the day immediately preceding
such Pay Out Commencement Date.
SECTION 4.7. Determination of Principal Amounts. (a) The
amount of principal (the "Class A Principal") distributable from the
Distribution Account with respect to the Class A Securities for each
Distribution Date shall equal (x) with respect to each of the May 2003 and June
2003 Distribution Dates, zero, and (y) with respect to the July 2003
Distribution Date, the Class A Outstanding Principal Amount; provided, however,
that, on and after the Pay Out Commencement Date, Class A Principal
distributable from the Distribution Account with respect to the Class A
Securities for each Distribution Date shall equal the Class A Outstanding
Principal Amount.
(b) The amount of principal (the "Class B Principal") distributable from the
Distribution Account with respect to the Class B Securities for each
Distribution Date, beginning with the Distribution Date following the
Distribution Date on which the Class A Outstanding Principal Amount is paid in
full, shall equal the Class B Outstanding Principal Amount; provided, however,
that, on and after the Pay Out Commencement Date, Class B Principal
distributable from the Distribution Account with respect to the Class B
Securities for each Distribution Date, beginning with the Distribution Date on
which the Class A Outstanding Principal Amount is paid in full, shall equal the
Class B Outstanding Principal Amount.
(c) The amount of principal (the "Excess Collateral Monthly Principal")
distributable from the Distribution Account with respect to the Excess
Collateral for each Transfer Date, beginning with the Transfer Date immediately
preceding the Distribution Date on which the Class B Outstanding Principal
Amount will be paid in full, shall equal the Excess Collateral Outstanding
Principal Amount; provided, however, that, on and after the Pay Out Commencement
Date, Excess Collateral Monthly Principal distributable from the Distribution
Account with respect to the Excess Collateral for each Transfer Date, beginning
with the Transfer Date immediately preceding the Distribution Date on which the
Class B Outstanding Principal Amount will be paid in full, shall equal the
Excess Collateral Outstanding Principal Amount; provided further, however, that
on any Business Day on and after the Defeasance Date, the Transferor may
designate that an amount equal to the excess of the amount on deposit in the
Principal Funding Account on such day over the Stated Amount on such day, after
taking into account all principal payments on such day (such designated amount,
the "Excess Collateral Daily Principal"), shall be withdrawn from the Principal
Funding Account and distributed on such Business Day in accordance with
subsection 4.12(d) of the Agreement.
SECTION 4.8. [Reserved.]
SECTION 4.9. [Reserved.]
SECTION 4.10. [Reserved.]
SECTION 4.11. Payment of Interest on Class A Securities and
Class B Securities. On the May 2003 Transfer Date, the Trustee, acting in
accordance with instructions from the Servicer set forth in the Daily Report for
such day, shall withdraw the amount on deposit in the Interest Funding Account
with respect to the preceding Monthly Period allocable to the Class A Securities
and the Class B Securities and deposit such amount in the Distribution Account.
On the May 2003 Distribution Date, the Paying Agent shall pay in accordance with
Section 5.1 of the Agreement to (x) the Class A Securityholders from the
Distribution Account such amount deposited into the Distribution Account on the
May 2003 Transfer Date allocable thereto pursuant to subsection 4.9(a)(i) of
Article IV of the Agreement under Section 6 of the Original Series Supplement
and (y) the Class B Securityholders from the Distribution Account the amount
deposited into the Distribution Account on the May 2003 Transfer Date allocable
thereto pursuant to subsection 4.9(a)(ii) of Article IV of the Agreement under
Section 6 of the Original Series Supplement.
SECTION 4.12. Payment of Security Principal. (a) (i) On the
Transfer Date preceding the July 2003 Distribution Date or (ii) in the event
there shall have occurred a Pay Out Commencement Date, on the Transfer Date
preceding each Distribution Date thereafter, the Trustee, acting in accordance
with instructions from the Servicer set forth in the Daily Report for such day,
shall withdraw from the Principal Funding Account and deposit into the
Distribution Account, to the extent of funds available, an amount equal to the
Class A Principal for such Distribution Date. On the July 2003 Distribution Date
or, in the event there shall have occurred a Pay Out Commencement Date, on each
Distribution Date thereafter until the Class A Outstanding Principal Amount is
paid in full, the Paying Agent shall pay in accordance with Section 5.1 of the
Agreement to the Class A Securityholders from the Distribution Account such
amounts deposited with respect to Class A Principal into the Distribution
Account on the related Transfer Date.
(b) (i) On the Transfer Date preceding the August 2003
Distribution Date or (ii) in the event there shall have occurred a Pay Out
Commencement Date, on each Transfer Date, commencing with the Transfer Date
immediately preceding the Distribution Date on which the Class A Outstanding
Principal Amount will be paid in full, the Trustee, acting in accordance with
instructions from the Servicer set forth in the Daily Report for such day,
shall withdraw from the Principal Funding Account and deposit in the
Distribution Account, to the extent of funds available, an amount equal to the
Class B Principal for the related Distribution Date. On the August 2003
Distribution Date or, in the event there shall have occurred a Pay Out
Commencement Date, on each Distribution Date, commencing with the Distribution
Date on which the Class A Outstanding Principal Amount has been paid in full,
until the Class B Outstanding Principal Amount is paid in full, the Paying
Agent shall pay in accordance with Section 5.1 of the Agreement to the Class B
Securityholders from the Distribution Account such amounts deposited with
respect to Class B Principal into the Distribution Account on the related
Transfer Date.
(c) On the Transfer Date immediately preceding the
Distribution Date on which the Class B Outstanding Principal Amount
will be paid in full, the Trustee, acting in accordance with instructions
from the Servicer set forth in the Daily Report for such day, shall withdraw
from the Principal Funding Account and distribute to the Excess Collateral
Holder, to the extent of funds available, an amount equal to the Excess
Collateral Monthly Principal for such Transfer Date.
(d) On each Business Day on or after the Defeasance Date,
the Trustee, acting in accordance with instructions from the Servicer set
forth in the Daily Report for such Business Day, shall make payments of
principal to the Excess Collateral Holder of Excess Collateral Daily Principal,
if any, designated by the Transferor pursuant to subsection 4.7(c) of the
Agreement. Notwithstanding the foregoing, if so designated in writing by the
Transferor, any such payment of Excess Collateral Daily Principal on the
Defeasance Date shall not be made to the Excess Collateral Holder and shall
instead be made to the Transferor but such amount shall nonetheless be
subtracted from each of the Excess Collateral Amount and the Excess Collateral
Outstanding Principal Amount.
(e) Any amounts remaining in the Principal Funding Account
and allocable to the Series 2000-2 Securities, after the Excess Collateral
Outstanding Principal Amount has been paid in full, will be withdrawn from
the Principal Funding Account and distributed to the Excess Collateral Holder.
SECTION 4.13. Servicing Compensation. As additional
compensation for the performance of the Servicer's obligations under this Series
Supplement, the Servicer shall be entitled to $500 per month which shall be
payable on each Distribution Date by the Transferor.
SECTION 4.14. [Reserved.]
SECTION 4.15. Determination of LIBOR. (a) "LIBOR" shall mean,
as of any LIBOR Determination Date, the offered rate for deposits in United
States dollars for one month (commencing on the first day of the relevant
Interest Accrual Period) which appears on Telerate Page 3750 as of 11:00 A.M.,
London time, on the LIBOR Determination Date for such Interest Accrual Period.
If such rate does not appear on Telerate Page 3750, the rate for such LIBOR
Determination Date will be determined on the basis of the rates at which
deposits in the United States dollars are offered by the Reference Banks at
approximately 11:00 a.m., London time, on such LIBOR Determination Date to prime
banks in the London interbank market for a period equal to one month (commencing
on the first day of the relevant Interest Accrual Period). The Trustee will
request the principal London office of each such bank to provide a quotation of
its rate. If at least two such quotations are provided, the rate for such LIBOR
Determination Date will be the arithmetic mean of the quotations. If fewer than
two quotations are provided as requested, the rate for such LIBOR Determination
Date will be the arithmetic mean of the rates quoted by four major banks in New
York City, selected by the Trustee, at approximately 11:00 a.m., New York City
time, on the LIBOR Determination Date for loans in United States dollars to
leading European banks for a period equal to one month (commencing on the first
day of such Interest Accrual Period).
(b) On each LIBOR Determination Date, the Trustee shall send
to the Servicer and the Transferor by facsimile notification of LIBOR for such
LIBOR Determination Date.
SECTION 4.16. [Reserved.]
SECTION 4.17. Principal Funding Account. (a) The Servicer
shall establish and maintain or cause to be established and maintained with a
Qualified Institution, which may be the Trustee, in the name of the Trustee, on
behalf of the Securityholders, the "Principal Funding Account," which shall be a
segregated trust account with the corporate trust department of such Qualified
Institution, bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Series 2000-2 Securityholders. The
Trustee shall possess all right, title and interest in all funds on deposit from
time to time in the Principal Funding Account and in all proceeds thereof. The
Principal Funding Account shall be under the sole dominion and control of the
Trustee for the benefit of the Series 2000-2 Securityholders. If, at any time,
the institution holding the Principal Funding Account ceases to be a Qualified
Institution, the Trustee shall within 10 Business Days establish a new Principal
Funding Account meeting the conditions specified above with a Qualified
Institution, and shall transfer any cash or any investments to such new
Principal Funding Account. From the date such new Principal Funding Account is
established, it shall be the "Principal Funding Account." The Trustee, at the
written direction of the Servicer, shall make withdrawals from the Principal
Funding Account from time to time, in the amounts and for the purposes set forth
in this Series Supplement.
(b) On the Defeasance Date, the Transferor shall deposit or
cause to be deposited in the Principal Funding Account an amount such that the
amount on deposit in the Principal Funding Account following such deposit is
equal to the sum of (I) the Class A Outstanding Principal Amount, (II) the Class
B Outstanding Principal Amount and (III) the Excess Collateral Outstanding
Principal Amount (determined on a net basis, after taking into account any
Excess Collateral Daily Principal payable to the Transferor on the Defeasance
Date pursuant to subsection 4.12(d) of the Agreement). Funds on deposit in the
Principal Funding Account shall be invested by the Trustee at the direction of
the Servicer in Cash Equivalents maturing no later than the following Transfer
Date, commencing with the June 2003 Transfer Date. On the June 2003 Transfer
Date and on each Transfer Date thereafter, the Trustee, at the Servicer's
written direction, shall transfer from the Principal Funding Account to the
Accumulation Period Reserve Account the Principal Funding Account Investment
Proceeds on deposit in the Principal Funding Account. Principal Funding Account
Investment Proceeds (including reinvested interest) shall not be considered part
of the amounts on deposit in the Principal Funding Account for purposes of this
Series Supplement.
SECTION 4.18. Accumulation Period Reserve Account. (a) The
Servicer shall establish and maintain or cause to be established and maintained
with a Qualified Institution, which may be the Trustee, in the name of the
Trustee, on behalf of the Securityholders, the "Accumulation Period Reserve
Account," which shall be a segregated trust account with the corporate trust
department of such Qualified Institution, bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Series 2000-2 Securityholders. The Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the Accumulation Period
Reserve Account and in all proceeds thereof. The Accumulation Period Reserve
Account shall be under the sole dominion and control of the Trustee for the
benefit of the Series 2000-2 Securityholders. If, at any time, the institution
holding the Accumulation Period Reserve Account ceases to be a Qualified
Institution, the Trustee shall within 10 Business Days establish a new
Accumulation Period Reserve Account meeting the conditions specified above with
a Qualified Institution, and shall transfer any cash or any investments to such
new Accumulation Period Reserve Account. From the date such new Accumulation
Period Reserve Account is established, it shall be the "Accumulation Period
Reserve Account." The Trustee, at the written direction of the Servicer, shall
(i) make withdrawals from the Accumulation Period Reserve Account from time to
time, in the amounts and for the purposes set forth in this Series Supplement,
and (ii) on each Transfer Date (from and after the June 2003 Transfer Date)
prior to termination of the Accumulation Period Reserve Account make a deposit
into the Accumulation Period Reserve Account in the amount specified in, and
otherwise in accordance with, subsection 4.17(b) of the Agreement.
(b) On the Defeasance Date, the Transferor shall deposit or
cause to be deposited in the Accumulation Period Reserve Account $1,053,868.00.
Funds on deposit in the Accumulation Period Reserve Account shall be invested \
by the Trustee at the direction of the Servicer in Cash Equivalents maturing no
later than the following Transfer Date, commencing with the June 2003 Transfer
Date. The interest and other investment income (net of investment expenses and
losses) earned on such investments will be retained in the Accumulation Period
Reserve Account.
(c) On the June 2003 Transfer Date and on each Transfer Date
thereafter, the Servicer shall deliver to the Trustee a Daily Report in which it
shall instruct the Trustee to withdraw, and the Trustee acting in accordance
with such instructions shall withdraw from the Accumulation Period Reserve
Account, to the extent of funds available, the amounts required to be withdrawn
from the Accumulation Period Reserve Account pursuant to subsections 4.18(c)(i)
through 4.18(c)(iii) of the Agreement.
(i) Class A Monthly Interest. On the June 2003
Transfer Date and on each Transfer Date thereafter, the Trustee, acting
in accordance with instructions from the Servicer shall withdraw from
the Accumulation Period Reserve Account and deposit in the Distribution
Account for distribution on the following Distribution Date to the
Class A Securityholders, to the extent of funds available, an amount
equal to the Class A Monthly Interest for the related Interest Accrual
Period.
(ii) Class B Monthly Interest. On the June 2003
Transfer Date and on each Transfer Date thereafter, the Trustee, acting
in accordance with instructions from the Servicer shall withdraw from
the Accumulation Period Reserve Account and deposit in the Distribution
Account for distribution on the following Distribution Date to the
Class B Securityholders, to the extent of funds available after giving
effect to the withdrawal pursuant to subsection 4.18(c)(i) of the
Agreement, an amount equal to the Class B Monthly Interest for the
related Interest Accrual Period.
(iii) Excess Collateral Minimum Monthly Interest. On
the June 2003 Transfer Date and on each Transfer Date thereafter, the
Trustee, acting in accordance with instructions from the Servicer shall
withdraw from the Accumulation Period Reserve Account and distribute to
the Excess Collateral Holder, to the extent of funds available after
giving effect to the withdrawal pursuant to subsections 4.18(c)(i) and
(ii) of the Agreement, an amount equal to the Excess Collateral Minimum
Monthly Interest for the related Interest Accrual Period.
(d) On each Distribution Date, the Paying Agent shall pay
in accordance with Section 5.1 of the Agreement to (x) the Class A
Securityholders from the Distribution Account the amount deposited in the
Distribution Account on the related Transfer Date allocable thereto pursuant
to subsection 4.18(c)(i) and (y) the Class B Securityholders from the
Distribution Account the amount deposited in the Distribution Account on
the related Transfer Date allocable thereto pursuant to subsection 4.18(c)
(ii).
(e) The Accumulation Period Reserve Account shall be
terminated following the earlier to occur of (a) the termination of the Trust
pursuant to the Agreement and (b) the date on which each of the Class A
Outstanding Principal Amount, the Class B Outstanding Principal Amount and the
Excess Collateral Outstanding Principal Amount is paid in full. Upon the
termination of the Accumulation Period Reserve Account, all amounts on deposit
therein (after giving effect to any withdrawal from the Accumulation Period
Reserve Account on such date as described above) shall be paid to the Excess
Collateral Holder.
SECTION 4.19. [Reserved.]
SECTION 4.20. Defeasance. On the date that the following
conditions shall have been satisfied: (i) the Transferor shall have deposited or
caused to be deposited (x) in the Principal Funding Account, an amount such that
the amount on deposit in the Principal Funding Account following such deposit is
equal to the sum of (I) the Class A Outstanding Principal Amount, (II) the Class
B Outstanding Principal Amount and (III) the Excess Collateral Outstanding
Principal Amount (determined on a net basis, after taking into account any
Excess Collateral Daily Principal payable to the Transferor on the Defeasance
Date pursuant to subsection 4.12(d) of the Agreement), and (y) in the
Accumulation Period Reserve Account, an amount such that the amount on deposit
in the Accumulation Period Reserve Account following such deposit is sufficient
to pay and discharge (without relying on income or gain from reinvestment of
such amount) all remaining scheduled interest payments on all outstanding Series
2000-2 Securities on the dates scheduled for such payments in the Agreement;
(ii) the Transferor shall have delivered to the Trustee (a) an Opinion of
Counsel to the effect that such deposit will not result in the Trust being
required to register as an "investment company" within the meaning of the
Investment Company Act of 1940, as amended, (b) an Opinion of Counsel to the
effect that following such deposit none of the Trust, the Accumulation Period
Reserve Account or the Principal Funding Account will be deemed to be an
association (or publicly traded partnership) taxable as a corporation and (c) a
certificate of an officer of the Transferor stating that the Transferor
reasonably believes that such deposit will not cause a Pay Out Event or any
event that, with the giving of notice or the lapse of time, or both, would
constitute a Pay Out Event, to occur; and (iii) a Ratings Event will not occur,
the Series 2000-2 Securities will no longer be entitled to the security interest
of the Trustee in the Receivables and, except those set forth in clause (i)
above, other Trust Property and the percentages applicable to the allocation to
the Series 2000-2 Securityholders of Principal Collections, Finance Charge
Collections and Receivables in Defaulted Accounts will be reduced to zero.
Section 7. 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 2000-2 Securities:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
SECURITYHOLDERS
SECTION 5.1. Distributions. (a) On each Distribution Date, the
Paying Agent shall distribute (in accordance with the Settlement Statement
delivered by the Servicer to the Trustee and the Paying Agent pursuant to
subsection 3.4(c)) to each Class A Securityholder of record on the preceding
Record Date (other than as provided in subsection 2.4(e) or in Section 12.3
respecting a final distribution) such Securityholder's pro rata share (based on
the aggregate Undivided Interests represented by each Class A Security held by
such Securityholder) of amounts on deposit in the Distribution Account as are
payable to each Class A Securityholder pursuant to Sections 4.11, 4.12 and 4.18
of the Agreement by check mailed to each Class A Securityholder at such
Securityholder's address as it appears on the Security Register or, in the case
of Class A Securityholders holding Class A Securities evidencing not less than
80% of the Class A Invested Amount, by wire transfer, at the expense of such
Class A Securityholder, to an account or accounts designated by such Class A
Securityholder by written notice given to the Paying Agent not less than five
days prior to the related Distribution Date; provided, however, that the final
payment in retirement of the Class A Securities will be made only upon
presentation and surrender of the Class A Securities at the office or offices
specified in the notice of such final distribution delivered by the Trustee
pursuant to Section 12.3 of the Agreement.
(b) On each Distribution Date, the Paying Agent shall
distribute (in accordance with the Settlement Statement delivered by the
Servicer to the Trustee and the Paying Agent pursuant to subsection 3.4(c)
of the Agreement) to each Class B Securityholder of record other than the
Transferor on the preceding Record Date (other than as provided in subsection
2.4(e) of the Agreement or in Section 12.3 of the Agreement respecting
a final distribution) such Securityholder's pro rata share (based on the
aggregate Undivided Interests represented by Class B Securities held by such
Securityholder) of amounts on deposit in the Distribution Account as
are payable to each Class B Securityholder pursuant to Sections 4.11,
4.12 and 4.18 of the Agreement by check mailed to each Class B Securityholder
at such Securityholder's address as it appears on the Security Register or,
in the case of Class B Securityholders holding Class B Securities evidencing
Undivided Interest aggregating not less than 80% of the Invested Amount, by
wire transfer, at the expense of such Class B Securityholder, to an account
or accounts designated by such Class B Securityholder by written notice
given to the Paying Agent not less than five days prior to the related
Distribution Date; provided, however, that the final payment in retirement
of the Class B Securities will be made only upon presentation and
surrender of the Class B Securities at the office or offices specified in the
notice of such final distribution delivered by the Trustee pursuant to
Section 12.3 of the Agreement.
SECTION 5.2. Securityholders' Statement. (a) On the twentieth
day of each calendar month (or if such day is not a Business Day the next
succeeding Business Day), the Paying Agent shall forward to each Securityholder
and the Rating Agencies a statement substantially in the form of Exhibit B
prepared by the Servicer and delivered to the Trustee and the Paying Agent on
the preceding Determination Date setting forth the following information (which,
in the case of (i), (ii) and (iii) below, shall be stated on the basis of an
original principal amount of $1,000 per Security and, in the case of (ix) and
(x), shall be stated on an aggregate basis and on the basis of an original
principal amount of $1,000 per Security):
(i) the total amount distributed;
(ii) the amount of such distribution allocable to Class A
Principal, Class B Principal and Excess Collateral Monthly Principal;
(iii) the amount of such distribution allocable to Class A
Monthly Interest and Carryover Class A Monthly Interest Class B
Monthly Interest and Carryover Class B Monthly Interest and Excess
Collateral Minimum Monthly Interest and Carryover Excess Collateral
Minimum Interest; (iv) the amount of Principal Collections received in
the Collection Account during the preceding Monthly Period and
allocated in respect of the Class A Securities, the Class B Securities
and the Excess Collateral, respectively;
(v) the amount of Finance Charge Collections processed during the
preceding Monthly Period and allocated in respect of the Class A
Securities, the Class B Securities and the Excess Collateral,
respectively, and the amount of Principal Funding Account Investment
Proceeds and investment earnings on amounts on deposit in the
Accumulation Period Reserve Account;
(vi) the aggregate amount of Principal Receivables, the Invested
Amount, the Class A Invested Amount, the Class B Invested Amount, the
Excess Collateral Amount, the Floating Percentage and, during the
Amortization Period, the Fixed/Floating Percentage, as of the end of
the day on the last day of the related Monthly Period;
(vii) the aggregate outstanding balance of Receivables which are
current, 30-59, 60-89, and 90 days and over delinquent as of the end
of the day on the last day of the related Monthly Period;
(viii) the aggregate Series Default Amount for the preceding
Monthly Period;
(ix) the aggregate amount of Class A Charge-Offs, Class B
Charge-Offs and Excess Collateral Charge-Offs for the preceding
Monthly Period;
(x) the amount of the Servicing Fee for the preceding Monthly
Period;
(xi) the amount of unreimbursed Redirected Class B Principal
Collections and Redirected Excess Collateral Principal Collections for
the related Monthly Period;
(xii) the aggregate amount of funds in the Excess Funding Account
as of the last day of the Monthly Period immediately preceding the
Distribution Date;
(xiii) the number of new Accounts the Receivables in which have
been added to the Trust during the related Monthly Period;
(xiv) the Portfolio Yield for the related Monthly Period;
(xv) the Base Rate for the related Monthly Period;
(xvi) the Principal Funding Account Balance on the related
Transfer Date;
(xvii) the Accumulation Shortfall;
(xviii) the scheduled date for the commencement of the
Accumulation Period and the Accumulation Period Length;
(xix) the amount of Principal Funding Account Investment Proceeds
deposited in the Collection Account on the related Transfer Date, the
Required Reserve Account Amount and the Available Reserve Account
Amount as of the related Transfer Date, and the Covered Amount for the
related Interest Accrual Period; and
(xx) the Aggregate Interest Rate Caps Notional Amount and the
amount deposited in the Cap Proceeds Account during the related
Monthly Period;
provided, however, that, beginning with the June 2003 calendar month, the
statements referred to in this subsection 5.2(a) shall be required to set forth
only the information specified in clauses (i), (ii), (iii), (x) and (xix).
(c) Annual Securityholders' Tax Statement. On or before
January 31 of each calendar year, beginning with calendar year 2001,
the Paying Agent shall distribute to each Person who at any time during the
preceding calendar year was a Series 2000-2 Securityholder, a statement
prepared by the Servicer containing the information required to be contained
in the regular report to Series 2000-2 Securityholders, as set forth in
subclauses (i), (ii) and (iii) above, aggregated for such calendar year or
the applicable portion thereof during which such Person was a Series 2000-2
Securityholder, together with, on or before January 31 of each year,
beginning in 2001, such other customary information (consistent with the
treatment of the Series 2000-2 Securities as debt) as the Trustee or the
Servicer deems necessary or desirable to enable the Series 2000-2
Securityholders to prepare their tax returns. 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 Internal Revenue Code as from time to time in effect.
Section 8. Series 2000-2 Pay Out Events. If any one of the
following events shall occur with respect to the Series 2000-2 Securities:
(a) failure on the part of the Transferor (i) to make any payment or
deposit required to be made by the Transferor by the terms of the Agreement or
this Series Supplement, on or before the date occurring five Business Days after
the date such payment or deposit is required to be made herein, (ii) to perform
in all material respects the Transferor's covenant not to sell, pledge, assign,
or transfer to any person, or grant any unpermitted lien on, any Receivable; or
(iii) duly to observe or perform in any material respect any covenants or
agreements of the Transferor set forth in the Agreement or this Series
Supplement, which failure has a material adverse effect on the Series 2000-2
Securityholders and which continues unremedied for a period of sixty days after
the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Transferor by the Trustee, or to the
Transferor and the Trustee by the Holders of Series 2000-2 Securities evidencing
Undivided Interests aggregating not less than 50 percent of the Invested Amount
and continues to affect materially and adversely the interests of the Series
2000-2 Securityholders for such period;
(b) any representation or warranty made by the Transferor in the Agreement
or this Series Supplement, (i) shall prove to have been incorrect in any
material respect when made, which continues to be incorrect in any material
respect for a period of 60 days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to the
Transferor by the Trustee, or to the Transferor and the Trustee by the Holders
of Series 2000-2 Securities evidencing Undivided Interests aggregating more than
50% of the Invested Amount of this Series 2000-2, and (ii) as a result of which
the interests of the Series 2000-2 Securityholders are materially and adversely
affected and continue to be materially and adversely affected for such period;
provided, however, that a Series 2000-2 Pay Out Event pursuant to this
subsection 8(b) shall not be deemed to have occurred hereunder if the Transferor
has accepted reassignment of the related Receivable, or all of such Receivables,
if applicable, during such period (or such longer period as the Trustee may
specify) in accordance with the provisions of the Agreement;
(c) the average of the Portfolio Yields for any three consecutive Monthly
Periods is reduced to a rate which is less than the average Base Rates for such
three consecutive Monthly Periods;
(d) (i) the Transferor Interest shall be less than the Minimum Transferor
Interest, (ii) the Series 2000-2 Percentage of the sum of the total amount of
Principal Receivables plus amounts on deposit in the Excess Funding Account
shall be less than the sum of the Class A Outstanding Principal Amount, the
Class B Outstanding Principal Amount and the Excess Collateral Outstanding
Principal Amount, (iii) the total amount of Principal Receivables and the
amounts on deposit in the Excess Funding Account, the Principal Account and the
Principal Funding Account shall be less than the Minimum Aggregate Principal
Receivables or (iv) the Retained Percentage shall be equal to or less than 2%,
in each case as of any Determination Date;
(e) any Servicer Default shall occur which would have a material adverse
effect on the Series 2000-2 Securityholders;
(f) failure of any Cap Provider to make any payment under an Interest Rate
Cap within 30 days of the date such payment was due; or
(g) failure on the part of the Transferor to make or cause to be made a
deposit in the Accumulation Period Reserve Account in an amount sufficient to
pay and discharge (without relying on income or gain from reinvestment of such
amount) all remaining scheduled interest payments on all outstanding Series
2000-2 Securities on the dates scheduled for such payments in the Agreement
within five Business Days after the amount theretofore on deposit in the
Accumulation Period Reserve Account shall have been determined by the Transferor
to be, or shall otherwise prove to have been, insufficient to pay and discharge
(without relying on income or gain from reinvestment of such amount) all such
remaining scheduled interest payments;
then, in the case of any event described in subparagraph (a), (b) or (e), after
the applicable grace period, if any, set forth in such subparagraphs, the
Holders of Series 2000-2 Securities evidencing Undivided Interests aggregating
more than 50% of the Invested Amount of this Series 2000-2, by notice then given
in writing to the Trustee, the Transferor and the Servicer may declare that a
pay out event (a "Series 2000-2 Pay Out Event") has occurred as of the date of
such notice, and in the case of any event described in subparagraphs (c), (d),
(f) or (g), a Series 2000-2 Pay Out Event shall occur without any notice or
other action on the part of the Trustee or the Series 2000-2 Securityholders
immediately upon the occurrence of such event.
Section 9. Series 2000-2 Termination. The right of the
Series 2000-2 Securityholders to receive payments from the Trust will
terminate on the first Business Day following the Series 2000-2 Termination
Date unless such Series is an Affected Series as specified in Section 12.1(c)
of the Agreement and the sale contemplated therein has not occurred by such
date, in which event the Series 2000-2 Securityholders shall remain entitled
to receive proceeds of such salewhen such sale occurs.
Section 10. Legends; Transfer and Exchange; Restrictions on
Transfer of Class A Securities and Class B Securities. (a) Each Class A Security
and Class B Security that is a Global Security deposited with DTC, or a
custodian on behalf of DTC, shall bear the following legend, substantially in
the following form:
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
(b) Each Class B Security will bear an additional legend substantially in
the following form:
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF
METRIS RECEIVABLES, INC. AND THE TRUSTEE THAT SUCH PURCHASER IS NOT (I)
AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS
SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN
SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE") THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (III) A
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO
THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE,
(IV) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS (AS DEFINED
IN 29 C.F.R. SECTION 2510.3-101 OR OTHERWISE UNDER ERISA) BY REASON OF
A PLAN'S INVESTMENT IN THE ENTITY OR (V) A PERSON INVESTING PLAN ASSETS
OF ANY SUCH PLAN (INCLUDING WITHOUT LIMITATION, FOR PURPOSES OF CLAUSE
(IV) AND THIS CLAUSE (V), AS APPLICABLE, AN INSURANCE COMPANY GENERAL
ACCOUNT, BUT EXCLUDING ANY ENTITY REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED).
Section 11. Transfers of the Excess Collateral.
(a) Unless otherwise consented to by the Transferor, no portion of the
Excess Collateral or any interest therein may be sold, conveyed, assigned,
hypothecated, pledged, participated, exchanged or otherwise transferred (each, a
"Transfer") except in accordance with this Section 11 and only to a Permitted
Assignee. Any attempted or purported transfer, assignment, exchange, conveyance,
pledge, hypothecation or grant other than to a Permitted Assignee shall be void.
Unless otherwise consented to by the Transferor, no portion of the Excess
Collateral or any interest therein may be Transferred to any Person (each such
Person acquiring the Excess Collateral or any interest therein, an "Assignee")
unless such Assignee shall have executed and delivered to the Transferor on or
before the effective date of any Transfer a letter substantially in the form
attached hereto as Exhibit C (an "Investment Letter"), executed by such
Assignee, with respect to the related Transfer to such Assignee of all or a
portion of the Excess Collateral.
(b) Each Assignee will certify that the Excess Collateral or the interest
therein purchased by such Assignee will be acquired for investment only and not
with a view to any public distribution thereof, and that such Assignee will not
offer to sell or otherwise dispose of the Excess Collateral or any interest
therein so acquired by it in violation of any of the registration requirements
of the Securities Act, or any applicable state or other securities laws. Each
Assignee will acknowledge and agree that (i) it has no right to require the
Transferor to register under the Securities Act or any other securities law the
Excess Collateral or the interest therein to be acquired by the Assignee and
(ii) the sale of the Excess Collateral is not being made by means of the
Prospectus. Each Assignee will agree with the Transferor that: (a) such Assignee
will deliver to the Transferor on or before the effective date of any Transfer a
letter in the form annexed hereto as Exhibit C (an "Investment Letter"),
executed by such Assignee with respect to the purchase by such Assignee of all
or a portion of the Excess Collateral and (b) all of the statements made by such
Assignee in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Excess Collateral or any interest therein may be
Transferred to, and each Assignee will certify that it is not, (a) an "employee
benefit plan" (as defined in Section 3(3) of ERISA), including governmental
plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the
Code) including individual retirement accounts and Xxxxx plans, or (c) any other
entity whose underlying assets include "plan assets" (within the meaning of
Department of Labor Regulation Section 2510.3-101, 29 C.F.R. ss. 2510.3-101 or
otherwise under ERISA) by reason of a plan's investment in the entity,
including, without limitation, an insurance company general account.
(d) This Section 11 shall not apply to the transfer and pledge of the
Excess Collateral on the Closing Date by the Transferor pursuant to the Transfer
and Administration Agreement or by the Metris Secured Note Trust 2000-2 to the
Indenture Trustee (as defined in the Transfer and Administration Agreement)
pursuant to the Indenture (as defined in the Transfer and Administration
Agreement).
(e) The Excess Collateral shall be delivered in uncertificated form.
Section 12. Ratification of Agreement. As supplemented by
this Series Supplement, the Agreement is in all respects ratified and
confirmed and the Agreement as so supplemented by this Series Supplement shall
be read, taken, and construed as one and the same instrument. The Transferor
hereby confirms the conveyance of the Trust Property to the Trustee for the
benefit of the Series 2000-2 Securityholders.
SECTION 13. [Reserved.]
Section 14. Counterparts. This Series 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.
Section 15. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE
TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. The
undersigned hereby declare that it is their intention that this Series
Supplement shall be regarded as made under the laws of the State of Delaware and
that the laws of said State shall be applied in interpreting its provisions in
all cases where legal interpretation shall be required. Each of the parties
hereto agrees (a) that this Series Supplement involves at least $100,000.00, and
(b) that this Series Supplement has been entered into by the parties hereto in
express reliance upon 6 Del. C. ss. 2708. Each of the parties hereto hereby
irrevocably and unconditionally agrees (a) to be subject to the jurisdiction of
the courts of the State of Delaware and of the federal courts sitting in the
State of Delaware, and (b) (1) to the extent such party is not otherwise subject
to service of process in the State of Delaware, to appoint and maintain an agent
in the State of Delaware as such party's agent for acceptance of legal process,
and (2) that, to the fullest extent permitted by applicable law, service of
process may also be made on such party by prepaid certified mail with a proof of
mailing receipt validated by the United States Postal Service constituting
evidence of valid service, and that service made pursuant to (b) (1) or (2)
above shall, to the fullest extent permitted by applicable law, have the same
legal force and effect as if served upon such party personally within the State
of Delaware. For purposes of implementing the parties' agreement to appoint and
maintain an agent for service of process in the State of Delaware, each such
party that has not as of the date hereof already duly appointed such an agent
does hereby appoint RL&F Service Corp., One Xxxxxx Square, Tenth Floor,
Wilmington, New Castle County, Delaware 19801, as such agent.
Section 16. Instructions in Writing. All instructions or other
communications given by the Servicer or any other person to the Trustee pursuant
to this Series Supplement shall be in writing, and, with respect to the
Servicer, may be included in a Daily Report or Settlement Statement.
Section 17. Amendment for FASIT Purposes. Each Series 2000-2
Securityholder, by acquiring an interest in a Series 2000-2 Security, is deemed
to consent to any amendment to the Agreement or this Series Supplement necessary
for the Transferor to elect for the Trust or any portion thereof to be treated
as a financial asset securitization investment trust ("FASIT") within the
meaning of Section 860L of the Internal Revenue Code (or any successor provision
thereto), provided, that such election may not be made unless the Transferor
delivers an opinion to the Trustee and the Servicer to the effect that such
election will not adversely affect the Federal or Applicable Tax State income
tax characterization of any outstanding Series of Investor Securities or the
taxability of the Trust under Federal or Applicable Tax State income tax laws.
Section 18. Paired Series. Subject to obtaining confirmation by
each Rating Agency of the then existing ratings of each class of Securities
which is then rated, and prior to the commencement of the Early Amortization
Period, the Series 2000-2 Securities may be paired with one or more other Series
(each a "Paired Series"). Each Paired Series either will be pre-funded with an
initial deposit to a pre-funding account in an amount up to the initial
principal balance of such Paired Series and primarily from the proceeds of the
sale of such Paired Series or will have a variable principal amount. Any such
pre-funding account will be held for the benefit of such Paired Series and not
for the benefit of the Securityholders. As principal is deposited in the
Principal Account or the Principal Funding Account or is paid with respect to
the Series 2000-2 Securities, either (i) in the case of a pre-funded Paired
Series, an equal amount of funds on deposit in any pre-funding account for such
pre-funded Paired Series will be released (which funds will be distributed to
the Transferor) or (ii) in the case of a Paired Series having a variable
principal amount, an interest in such variable Paired Series in an equal or
lesser amount may be sold by the Trust (and the proceeds thereof will be
distributed to the Transferor) and, in either case, the invested amount in the
Trust of such Paired Series will increase by up to a corresponding amount. Upon
payment in full of the Series 2000-2 Securities, assuming that there have been
no unreimbursed charge-offs with respect to any related Paired Series, the
aggregate invested amount of such related Paired Series will have been increased
by an amount up to an aggregate amount equal to the Invested Amount paid to the
Securityholders since the issuance of such Paired Series. The issuance of a
Paired Series will be subject to the conditions described in subsection 6.9(b)
of the Agreement.
Section 19. Third Party Beneficiaries. The Agreement as
supplemented by this Series Supplement shall inure to the benefit of and be
binding upon the parties hereto, the Securityholders and their respective
successors and permitted assigns.
Section 20. Additional Representations and Warranties of the
Transferor. The Transferor hereby makes the following representations and
warranties. Such representations and warranties shall survive until the
termination of this Series Supplement. Such representations and warranties
speak as of the date that the Collateral (as defined below) is transferred to
the Trustee but shall not be waived by any of the parties to this Series
Supplement unless each Rating Agency shall have notified the Transferor, the
Servicer and the Trustee in writing that such waiver will not result in a
reduction or withdrawal of the rating of any outstanding Series or Class to
which it is a Rating Agency.
(i) The Agreement creates a valid and continuing security interest (as
defined in the Delaware UCC) in favor of the Trustee in (i) the
Distribution Account and all monies on deposit therein (collectively, the
"Deposit Account Collateral") and (ii) the Series Accounts (other than the
Distribution Account) and all monies and investments deposited therein or
credited thereto (the "Series Account Collateral"), each as described in
Section 2.1 of the Agreement and maintained for the benefit of the Series
2000-2 Securityholders, which security interest is prior to all other
Liens, except for Permitted Liens, and is enforceable as such as against
creditors of and purchasers from the Transferor.
(ii) (A) The Distribution Account constitutes a "deposit account"
within the meaning of the applicable UCC.
(B) At the time of each transfer and assignment of Deposit Account
Collateral to the Trustee pursuant to the Agreement, the Transferor owned
and had good and marketable title to such Deposit Account Collateral free
and clear of any Lien, claim or encumbrance of any Person, except for
Permitted Liens.
(C) The Transferor has taken all steps necessary to cause the Trustee
to become the account holder of the Distribution Account.
(D) Other than the transfer and the security interest granted to the
Trustee pursuant to the Agreement, the Transferor has not pledged,
assigned, sold, granted a security interest in, or otherwise conveyed the
Deposit Account Collateral. The Transferor is not aware of any judgment or
tax lien filings against the Transferor.
(E) The Deposit Account Collateral is not in the name of any person
other than the Trustee. The Transferor has not consented to the bank
maintaining the Deposit Account Collateral complying with instruction of
any person other than the Trustee.
(iii) (A) The Series Accounts (other than the Distribution Account)
constitute "securities accounts" within the meaning of the applicable UCC
and the Trustee's rights and property interest with respect to the monies
and investments deposited therein or credited thereto constitute "security
entitlements" within the meaning of the applicable UCC.
(B) All of the Cash Equivalents have been and will have been credited
to one of the Series Accounts (other than the Distribution Account). The
securities intermediary has agreed to treat all assets credited to the
Series Accounts (other than the Distribution Account) as "financial assets"
within the meaning of the applicable UCC.
(C) At the time of each transfer and assignment of Series Account
Collateral to the Trustee pursuant to the Agreement, the Transferor owned
and had good and marketable title to such Series Account Collateral free
and clear of any Lien, claim or encumbrance of any Person, except for
Permitted Liens.
(D) The Transferor has received all consents and approvals required by
the terms of the Series Account Collateral to the transfer to the Trustee
of its interest and rights in the Series Account Collateral under the
Agreement.
(E) The Transferor has taken all steps necessary to cause the Trustee
to become the registered entitlement holder of any Series Account
Collateral consisting of security entitlements.
(F) Other than the transfer and the security interest granted to the
Trustee pursuant to the Agreement, the Transferor has not pledged,
assigned, sold, granted a security interest in, or otherwise conveyed the
Series Account Collateral. The Transferor has not authorized the filing of
and is not aware of any financing statements against the Transferor that
include a description of collateral covering the Series Account Collateral
other than any financing statement relating to the security interest
granted to the Trustee under the Agreement or that has been terminated. The
Transferor is not aware of any judgment or tax lien filings against the
Transferor.
(G) The Series Accounts are not in the name of any person other than
the Trustee. Each Series Account is maintained by the securities
intermediary. The Transferor has not consented to the securities
intermediary of any Series Account complying with entitlement orders of any
person other than the Trustee.
IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this Amended and Restated Series 2000-2 Supplement to be
duly executed by their respective officers as of the day and year first above
written.
METRIS RECEIVABLES, INC.
Transferor
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President and Treasurer
DIRECT MERCHANTS CREDIT CARD BANK,
NATIONAL ASSOCIATION
Servicer
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President, Treasurer and Cashier
U.S. BANK NATIONAL ASSOCIATION
Trustee
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------------
Name: Xxxxxxx > Xxxxx
Title: Assistant Vice President
Exhibit A-1
FORM OF CLASS A INVESTOR SECURITY
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO. HAS AN INTEREST HEREIN.
No. $
CUSIP NO.
METRIS MASTER TRUST
FLOATING RATE ASSET BACKED
SECURITY, SERIES 2000-2, CLASS A
Evidencing an undivided interest in a trust, the corpus of
which consists of receivables generated from time to time in the ordinary course
of business from a portfolio of revolving consumer credit card accounts
transferred or to be transferred by Metris Receivables, Inc. (the "Transferor")
and other assets and interests constituting the Trust under the Agreement
described below.
(Not an interest in or a recourse obligation of Metris
Receivables, Inc., Direct Merchants Credit Card Bank, National Association or
any affiliate of either of them.)
This certifies that (the "Securityholder") is the registered
owner of a fractional undivided interest in the Metris Master Trust (the
"Trust") issued pursuant to the Amended and Restated Pooling and Servicing
Agreement, dated as of July 30, 1998 (the "Pooling and Servicing Agreement";
such term to include any amendment thereto) by and between the Transferor,
Direct Merchants Credit Card Bank, National Association, as Servicer (the
"Servicer"), and The Bank of New York (Delaware) as Trustee (the "Trustee"), and
the Series 2000-2 Supplement, dated as of July 27, 2000 (the "Series 2000-2
Supplement"), among the Transferor, the Servicer and the Trustee. The Pooling
and Servicing Agreement, as supplemented by the Series 2000-2 Supplement, is
herein referred to as the "Agreement"). The corpus of the Trust consists of all
of the Transferor's right, title and interest in, to and under the Trust
Property (as defined in the Agreement).
This Security does not purport to summarize the Agreement and
reference is made to that Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced hereby
and the rights, duties and obligations of the Trustee. To the extent not defined
herein, the capitalized terms used herein have the meanings ascribed to them in
the Agreement. This Security is one of a series of Securities entitled "Metris
Master Trust Floating Rate Asset Backed Securities, Series 2000-2, Class A" (the
"Class A Securities"), each of which represents a fractional undivided interest
in the Trust, and 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 Securityholder by virtue of the acceptance hereof assents and by which the
Securityholder is bound.
The Transferor has structured the Agreement, the Class A
Securities, the Metris Master Trust Floating Rate Asset Backed Securities,
Series 2000-2, Class B (the "Class B Securities" and collectively with the Class
A Securities, the "Offered Securities") with the intention that the Offered
Securities will qualify under applicable tax law as indebtedness, and both the
Transferor and each holder of a Class A Security (a "Class A Securityholder") or
any interest therein by acceptance of its Securities or any interest therein,
agrees to treat the Class A Securities for purposes of federal, state and local
income or franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
No principal will be payable to the Class A Securityholders
until the earlier of the Class A Expected Final Payment Date and, upon the
occurrence of a Pay Out Event, the Distribution Date following the Monthly
Period in which the Pay Out Event occurs. No principal will be payable to the
Class B Securityholders until all principal payments have been made to the Class
A Securityholders.
Interest on the Class A Securities will be payable on
September 20, 2000 and on the 20th day of each month thereafter or, if such day
is not a business day, on the next succeeding business day (each, a
"Distribution Date"), in an amount equal to the product of (i) the Class A
Interest Rate in effect with respect to the related Interest Accrual Period,
(ii) a fraction the numerator of which is the actual number of days in the
related Interest Accrual Period and the denominator of which is 360 and (iii)
the Class A Outstanding Principal Amount as of the close of business on the
first day of such Interest Accrual Period.
Interest payments on the Class A Securities on each
Distribution Date will be funded from Available Series 2000-2 Finance Charge
Collections with respect to the preceding Monthly Period and from certain other
funds allocated as set forth in the Pooling and Servicing Agreement to the
respective classes of the Series 2000-2 Securities and deposited on each
business day during such Monthly Period in the Interest Funding Account.
"Class A Invested Amount" shall mean, when used with respect
to any Business Day, the greater of (x) zero and (y) an amount equal to (a) the
Class A Initial Invested Amount minus (b) the aggregate amount of principal
payments made to Class A Securityholders through and including such Business
Day, minus (c) the aggregate amount of Class A Charge-Offs for all prior
Distribution Dates, plus (d) the sum of the aggregate amount reimbursed with
respect to reductions of the Class A Invested Amount through and including such
Business Day pursuant to subsection 4.9(a)(vii) of the Agreement plus, with
respect to such subsection, amounts applied thereto pursuant to subsections
4.10(a) and (b), 4.14(a) and (b), 4.17(b) and 4.18(b), (c) and (d) of the
Agreement, for the purpose of reimbursing amounts deducted pursuant to the
foregoing clause (c).
Subject to the Agreement, payments of principal are limited to
the unpaid Class A Invested Amount of the Class A Securities, which may be less
than the unpaid balance of the Class A Securities pursuant to the terms of the
Agreement. All principal on the Class A Securities is due and payable no later
than the January 2007 Distribution Date (or if such day is not a Business Day,
the next succeeding Business Day) (the "Scheduled Series 2000-2 Termination
Date"). After the earlier to occur of (i) the Scheduled Series 2000-2
Termination Date and (ii) the day after the Distribution Date on which the
Series 2000-2 Securities are paid in full (the "Series 2000-2 Termination Date")
neither the Trust nor the Transferor will have any further obligation to
distribute principal or interest on the Class A Securities. In the event that
the Class A Invested Amount is greater than zero on the Series 2000-2
Termination Date, the Trustee will sell or cause to be sold, to the extent
necessary, an amount of interests in the Receivables or certain of the
Receivables up to 110% of the Class A Invested Amount, the Class B Invested
Amount and the Excess Collateral Amount at the close of business on such date
(but not more than the total amount of Receivables allocable to the Investor
Securities), and shall pay the proceeds to the Class A Securityholders pro rata
in final payment of the Class A Securities, then to the Class B Securityholders
pro rata in final payment of the Class B Securities and then to the Excess
Collateral Holder pro rata in final payment of the Excess Collateral.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Security
shall not be entitled to any benefit under the Agreement, or be valid for any
purpose.
This Security shall be construed in accordance with and
governed by the laws of the State of Delaware, without reference to its conflict
of law provisions.
IN WITNESS WHEREOF, the Transferor has caused this Security to
be duly executed.
METRIS RECEIVABLES, INC.
By:
Name:
Title:
Dated: ,
CERTIFICATE OF AUTHENTICATION
This is one of the Class A Securities referred to in the
within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK (DELAWARE)
By:
Name:
Title:
Exhibit A-2
FORM OF CLASS B INVESTOR SECURITY
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SECURITY
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF
METRIS RECEIVABLES, INC. AND THE TRUSTEE THAT SUCH PURCHASER IS NOT (I) AN
EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO THE
PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") THAT IS SUBJECT TO
SECTION 4975 OF THE CODE, (III) A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32)
OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE, (IV) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS (AS DEFINED IN
29 C.F.R. SECTION 2510.3-101 OR OTHERWISE UNDER ERISA) BY REASON OF A PLAN'S
INVESTMENT IN THE ENTITY OR (V) A PERSON INVESTING PLAN ASSETS OF ANY SUCH PLAN
(INCLUDING WITHOUT LIMITATION, FOR PURPOSES OF CLAUSE (IV) AND THIS CLAUSE (V),
AS APPLICABLE, AN INSURANCE COMPANY GENERAL ACCOUNT, BUT EXCLUDING ANY ENTITY
REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED).
No. $
CUSIP NO.
METRIS MASTER TRUST
FLOATING RATE ASSET BACKED
SECURITY, SERIES 2000-2, CLASS B
Evidencing an undivided interest in a trust, the corpus of
which consists of receivables generated from time to time in the ordinary course
of business from a portfolio of revolving consumer credit card accounts
transferred or to be transferred by Metris Receivables, Inc. (the "Transferor")
and other assets and interests constituting the Trust under the Agreement
described below.
(Not an interest in or a recourse obligation of Metris
Receivables, Inc., Direct Merchants Credit Card Bank, National Association or
any affiliate of either of them.)
This certifies that (the "Securityholder") is the registered
owner of a fractional undivided interest in the Metris Master Trust (the
"Trust") issued pursuant to the Amended and Restated Pooling and Servicing
Agreement, dated as of July 30, 1998 (the "Pooling and Servicing Agreement";
such term to include any amendment or Supplement thereto) by and between the
Transferor, Direct Merchants Credit Card Bank, National Association, as Servicer
(the "Servicer"), and The Bank of New York (Delaware), as Trustee (the
"Trustee"), and the Series 2000-2 Supplement, dated as of July 27, 2000 (the
"Series 2000-2 Supplement"), among the Transferor, the Servicer and the Trustee.
The Pooling and Servicing Agreement, as supplemented by the Series 2000-2
Supplement, is herein referred to as the "Agreement." The corpus of the Trust
consists of all of the Transferor's right, title and interest in, to and under
the Trust Property (as defined in the Agreement).
This Security does not purport to summarize the Agreement and
reference is made to that Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced hereby
and the rights, duties and obligations of the Trustee. To the extent not defined
herein, the capitalized terms used herein have the meanings ascribed to them in
the Agreement. This Securities is one of a series of Securities entitled "Metris
Master Trust Floating Rate Asset Backed Securities, Series 2000-2, Class B" (the
"Class B Securities"), each of which represents a fractional undivided interest
in the Trust, and 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 Securityholder by virtue of the acceptance hereof assents and by which the
Securityholder is bound.
The Transferor has structured the Agreement, the Class B
Securities, the Metris Master Trust Floating Rate Asset Backed Securities,
Series 2000-2, Class A (the "Class A Securities" and collectively with the Class
B Securities, the "Offered Securities") with the intention that the Offered
Securities will qualify under applicable tax law as indebtedness, and both the
Transferor and each holder of a Class B Security (a "Class B Securityholder") or
any interest therein by acceptance of its Securities or any interest therein,
agrees to treat the Class B Securities for purposes of federal, state and local
income or franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
No principal will be payable to the Class B Securityholders
until the earlier of the Class B Expected Final Payment Date and, upon the
occurrence of a Pay Out Event, the Distribution Date following the Monthly
Period in which the Pay Out Event occurs but in no event earlier than the
Distribution Date either on or following the Distribution Date on which Class A
Invested Amount has been paid in full. No principal will be payable to the Class
B Securityholders until all principal payments have first been made to the Class
A Securityholders.
Interest on the Class B Securities will be payable on September 20, 2000 and on
the 20th day of each month thereafter or, if such day is not a business day, on
the next succeeding business day (each, a "Distribution Date"), in an amount
equal to the product of (i) the Class B Interest Rate, (ii) a fraction the
numerator of which is the actual number of days in the related Interest Accrual
Period and the denominator of which is 360 and (iii) the Class B Outstanding
Principal Amount as of the close of business on the first day of such Interest
Accrual Period.
Interest payments on the Class B Securities on each Distribution Date will be
funded from Available Series 2000-2 Finance Charge Collections with respect to
the preceding Monthly Period and from certain other funds allocated as set forth
in the Pooling and Servicing Agreement to the respective classes of the Series
2000-2 Securities and deposited on each business day during such Monthly Period
in the Interest Funding Account.
"Class B Invested Amount" shall mean, when used with respect
to any Business Day, the greater of (x) zero and (y) an amount equal to (a) the
Class B Initial Invested Amount, minus (b) the aggregate amount of principal
payments made to Class B Securityholders through and including such Business
Day, minus (c) the aggregate amount of Class B Charge-Offs for all prior
Distribution Dates, minus (d) the aggregate amount of Redirected Class B
Principal Collections for which the Excess Collateral Amount has not been
reduced for all prior Distribution Dates plus (e) the sum of the aggregate
amount reimbursed with respect to reductions of the Class B Invested Amount
through and including such Business Day pursuant to subsection 4.9(a)(viii) of
the Agreement plus, with respect to such subsection, amounts applied thereto
pursuant to subsections 4.10(a) and (b), 4.17(b) and 4.18(b), (c) and (d) of the
Agreement, for the purpose of reimbursing amounts deducted pursuant to the
foregoing clauses (c) and (d).
Subject to the Agreement, payments of principal are limited to
the unpaid Class B Invested Amount of the Class B Securities, which may be less
than the unpaid balance of the Class B Securities pursuant to the terms of the
Agreement. All principal on the Class B Securities is due and payable no later
than the January 2007 Distribution Date (or if such day is not a Business Day,
the next succeeding Business Day) (the "Scheduled Series 2000-2 Termination
Date"). After the earlier to occur of (i) the Scheduled Series 2000-2
Termination Date or (ii) the day after the Distribution Date on which the Series
2000-2 Securities are paid in full (the "Series 2000-2 Termination Date")
neither the Trust nor the Transferor will have any further obligation to
distribute principal or interest on the Class B Securities. In the event that
the Class B Invested Amount is greater than zero on the Series Termination Date,
the Trustee will sell or cause to be sold, to the extent necessary, an amount of
interests in the Receivables or certain of the Receivables up to 110% of the
Class A Invested Amount, the Class B Invested Amount and the Excess Collateral
Amount at the close of business on such date (but not more than the total amount
of Receivables allocable to the Investor Securities), and shall pay the proceeds
to the Class A Securityholders pro rata in final payment of the Class A
Securities, then to the Class B Securityholders pro rata in final payment of the
Class B Securities and then to the Excess Collateral Holder pro rata in final
payment of the Excess Collateral.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Security
shall not be entitled to any benefit under the Agreement, or be valid for any
purpose.
This Security shall be construed in accordance with and
governed by the laws of the State of Delaware, without reference to its conflict
of law provisions.
IN WITNESS WHEREOF, the Transferor has caused this Security to
be duly executed.
METRIS RECEIVABLES, INC.
By:
Name:
Title:
Dated: ,
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Securities referred to in the within-mentioned
Pooling and Servicing Agreement.
THE BANK OF NEW YORK (DELAWARE)
By:
Name:
Title:
EXHIBIT B
Metris Receivables, Inc. Monthly
Metris Master Trust Report
Section Securityholders'Statement Series Month-Year
5.2 2000-2 Class A Class B Total
(i) Outstanding Principal Amount
(ii) Security Principal Distributed
(iii) Security Interest Distributed
(iv) Principal Collections
(v) Finance Charge Collections
Recoveries
Initial Interest Funding Account Deposit
Interest Earned on Accounts
Total Finance Charge Collections
Total Collections
(vi) Aggregate Amount of Principal Receivables
Invested Amount (End of Month)
Floating Allocation Percentage
Fixed/Floating Allocation Percentage
Invested Amount (Beginning of Month)
Average Daily Invested Amount
(vii) Receivable Delinquencies (As a % of Total
Receivables)
Current
30 Days to 59 Days (1 to 29 Days
Contractually Delinquent)
60 Days to 89 Days (30 to 59 Days
Contractually Delinquent)
90 Days and Over (60+ Days Contractually
Delinquent)
Total Receivables
(viii) Aggregate Investor Default Amount
As a % of Average Daily Invested Amount
(Annualized based on 365 days/year)
(ix) Charge-Offs
(x) Servicing Fee
(xi) Unreimbursed Redirected Principal Collections
(xii) Excess Funding Account Balance
(xiii) New Accounts Added
(xiv) Average Gross Portfolio Yield
Average Net Portfolio Yield
(xv) Minimum Base Rate
Excess Spread
(xvi) Principal Funding Account Balance
(xvii) Accumulation Shortfall
(xviii) Scheduled date for the commencement of the
Accumulation Period
Accumulation Period Length
(xix) Principal Funding Account Investment
Proceeds Deposit
Required Reserve Account Amount
Available Reserve Account Amount
Covered Amount
(xx) Aggregate Interest Rate Caps Notional Amount
Deposit to the Caps Proceeds Account
EXHIBIT C
FORM OF INVESTMENT LETTER
[Date]
Re Metris Master Trust;
Purchases of Series 2000-2 Excess Collateral
Ladies and Gentlemen:
This letter (the "Investment Letter") is delivered by the
undersigned (the "Purchaser") pursuant to Section 11 of the Series 2000-2
Supplement dated as of[ ], 2000 (the "Series Supplement") to the Amended and
Restated Pooling and Servicing Agreement dated as of July 30, 1998 (as amended
and supplemented, the "Agreement"), each among The Bank of New York (Delaware),
as Trustee, Direct Merchants Credit Card Bank, National Association, as Servicer
and Metris Receivables, Inc., as Transferor. Capitalized terms used herein
without definition shall have the meanings set forth in the Agreement. The
Purchaser represents to and agrees with the Transferor as follows:
(a) The Purchaser has such knowledge and experience in
financial and business matters as to be capable of evaluating the
merits and risks of its investment in the Excess Collateral and is able
to bear the economic risk of such investment.
(b) The Purchaser is an "accredited investor", as defined in
Rule 501, promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), or is a sophisticated institutional investor. The
Purchaser understands that the offering and sale of the Excess
Collateral has not been and will not be registered under the Securities
Act and has not and will not be registered or qualified under any
applicable "Blue Sky" law, and that the offering and sale of the Excess
Collateral has not been reviewed by, passed on or submitted to any
federal or state agency or commission, securities exchange or other
regulatory body.
(c) The Purchaser is acquiring an interest in the Excess
Collateral without a view to any distribution, resale or other transfer
thereof except, with respect to any Excess Collateral or any interest
or participation therein, as contemplated in the following sentence.
The Purchaser will not resell or otherwise transfer any interest or
participation in the Excess Collateral, except in accordance with
Section 11 of the Series Supplement and (i) in a transaction exempt
from the registration requirements of the Securities Act of 1933, as
amended, and applicable state securities or "blue sky" laws; (ii) to
the Transferor or any affiliate of the Transferor; or (iii) to a person
who the Purchaser reasonably believes is a qualified institutional
buyer (within the meaning thereof in Rule 144A under the Securities
Act) that is aware that the resale or other transfer is being made in
reliance upon Rule 144A. In connection therewith, the Purchaser hereby
agrees that it will not resell or otherwise transfer the Excess
Collateral or any interest therein unless the purchaser thereof
provides to the addressee hereof a letter substantially in the form
hereof.
(d) No portion of the Excess Collateral or any interest
therein may be Transferred, and each Assignee will certify that it is
not, (a) an "employee benefit plan" (as defined in Section 3(3) of
ERISA), including governmental plans and church plans, (b) any "plan"
(as defined in Section 4975(e)(1) of the Code) including individual
retirement accounts and Xxxxx plans, or (c) any other entity whose
underlying assets include "plan assets" (within the meaning of
Department of Labor Regulation Section 2510.3-101, 29 C.F.R. ss.
2510.3-101 or otherwise under ERISA) by reason of a plan's investment
in the entity, including, without limitation, an insurance company
general account.
(e) This Investment Letter has been duly executed and
delivered and constitutes the legal, valid and binding obligation of
the Purchaser, enforceable against the Purchaser in accordance with its
terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws or equitable
principles affecting the enforcement of creditors' rights generally and
general principles of equity.
Very truly yours,
[NAME OF PURCHASER]
By:
Name:
Title
AGREED TO AS OF THE DATE
FIRST ABOVE WRITTEN:
METRIS RECEIVABLES, INC.
By:
Name:
Title:
TABLE OF CONTENTS
Page
SECTION 1 Designation..................................................4
SECTION 2 Definitions..................................................4
SECTION 3 [Reserved.].................................................19
SECTION 3A [Reserved.].................................................19
SECTION 4 [Reserved.].................................................19
SECTION 5 Form of Delivery of the Class A Securities and the Class B
Securities; Denominations...................................19
SECTION 6 Article IV of Agreement.....................................19
SECTION 4.4. Rights of Securityholders...................................20
SECTION 4.5. Collections and Allocation; Payments on Exchangeable
Transferor Security.........................................20
SECTION 4.6. Determination of Interest for the Series 2000-2 Securities..20
SECTION 4.7. Determination of Principal Amounts..........................22
SECTION 4.8. [Reserved.].................................................22
SECTION 4.9. [Reserved.].................................................22
SECTION 4.10. [Reserved.].................................................22
SECTION 4.11. Payment of Interest on Class A Securities and Class B
Securities..................................................22
SECTION 4.12. Payment of Security Principal...............................23
SECTION 4.13. Servicing Compensation......................................24
SECTION 4.14. [Reserved.].................................................24
SECTION 4.15. Determination of Libor......................................24
SECTION 4.16. [Reserved.].................................................24
SECTION 4.17. Principal Funding Account...................................24
SECTION 4.18. Accumulation Period Reserve Account.........................25
SECTION 4.19. [Reserved.].................................................27
SECTION 4.20. Defeasance..................................................27
SECTION 7 Article V of the Agreement..................................27
SECTION 5.1. Distributions...............................................27
SECTION 5.2. Securityholders' Statement..................................28
SECTION 8 Series 2000-2 Pay Out Events................................30
SECTION 9 Series 2000-2 Termination...................................31
SECTION 10 Legends; Transfer and Exchange; Restrictions on
Transfer of Class A Securities and Class B Securities.......32
SECTION 11 Transfers of the Excess Collateral..........................33
SECTION 12 Ratification of Agreement...................................33
SECTION 13 [Reserved.].................................................34
SECTION 14 Counterparts................................................34
SECTION 15 GOVERNING LAW...............................................34
SECTION 16 Instructions in Writing.....................................34
SECTION 17 Amendment for FASIT Purposes................................34
SECTION 18 Paired Series...............................................35
SECTION 19 Third Party Beneficiaries...................................35
SECTION 20 Additional Representations and Warranties of the Transferor.35
