PARTNERS FIRST CREDIT CARD MASTER TRUST
$113,000,000 CLASS B SERIES 1998-2 FLOATING RATE ASSET BACKED SECURITIES
TERMS AGREEMENT
Dated: June 22, 1998
To: Partners First Holdings, LLC
000 Xxxxxxxx Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Partners First Receivables Funding, LLC
000 Xxxxxxxx Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Re: Underwriting Agreement dated June 22, 1998
Ladies and Gentlemen:
We (the "Representative") understand that Partners First
Receivables Funding, LLC, a Delaware limited liability company (the
"Company"), proposes to cause $113,000,000 of Class B Series 1998-2
Floating Rate Asset Backed Securities (the "Securities") to be issued by
Partners First Credit Card Master Trust. This Terms Agreement (this
"Agreement") is a "Terms Agreement" within the meaning of the Underwriting
Agreement dated June 22, 1998 (the "Underwriting Agreement"), among you and
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as representative,
which is hereby incorporated by reference herein. Subject to the terms and
conditions set forth herein or incorporated by reference herein, the
Underwriters named below (the "Underwriters") offer to purchase, severally
and not jointly, the Securities.
Underwriters: The Underwriters named on Schedule I attached hereto are the
"Underwriters" for the purpose of this Agreement and for the purposes of
the above referenced Underwriting Agreement as such Underwriting Agreement
is incorporated herein and made a part hereof.
Terms of the Securities:
Initial Invested Interest Rate Price to
Class Amount or Formula Public(1)
------ ----------------- -------------- ---------
Class B $113,000,000 LIBOR plus 0.31% 100%
-----------------
(1) Plus accrued interest, if any, at the applicable rate from June
26, 1998.
Distribution Dates: August 17, 1998 and the 15th day of each calendar month
thereafter (or if such 15th day is not a business day, the next succeeding
business day).
Security Ratings:
A by Standard & Poor's A1 by Xxxxx'x Investors Service, Inc.
A by Fitch IBCA, Inc.
Credit Enhancement: Collateral Interest and Class D Securities
Trustee: The Bank of New York
Pooling and Servicing Agreement: Amended and Restated Pooling and Servicing
Agreement, dated as of June 26, 1998, among Partners First Receivables
Funding, LLC, as Transferor, Partners First Holdings, LLC, as Servicer, and
The Bank of New York, as Trustee.
Supplement: Series 1998-2 Supplement, dated as of June 26, 1998, among
Partners First Receivables Funding, LLC, as Transferor, Partners First
Holdings, LLC, as Servicer, and The Bank of New York, as Trustee.
Purchase Price: The purchase price payable by the Underwriters for the
Securities covered by this Agreement will be the following percentage of
the initial invested amount to be issued:
Per Security: 99.70%
Registration Statement: Registration Nos. 333-29495 and 000-00000-00
Underwriting Commissions, Concessions and Discounts: The Underwriters'
discount, the concessions that the Underwriters may allow to certain
dealers, and the discounts that such dealers may reallow to certain other
dealers, each expressed as a percentage of the initial invested amount of
the Securities, shall be as follows:
Underwriting Selling
Discount Concessions Reallowance
------------ ----------- -----------
0.30% 0.20% 0.12%
Closing Date: June 26, 1998, 10:00 a.m., New York City time
Location of Closing: Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
Payment for the Securities: Wire transfer of same day funds
Blue Sky Fees: Up to $15,000
Opinion Modifications: None
Other Securities Being Offered Concurrently: Class A Series 1998-2 Floating
Rate Asset Backed Securities in the initial invested amount of
$528,000,000; Class A Series 1998-3 Floating Rate Asset Backed Securities
in the initial invested amount of $528,000,000; and Class B Series 1998-3
Floating Rate Asset Backed Securities in the initial invested amount of
$113,000,000. Additionally, Collateral Interests and Class D Securities of
Series 1998-2 and Series 1998-3 are being issued concurrently but not
offered publicly.
Other Conditions to Closing Under Section 6(k): Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated shall have received payment in full of all
amounts due and owing to it as holder of the Series 1998-1 Securities,
which shall be paid and cancelled concurrently with the issuance of the
Series 1998-2 Securities and the Series 1998-3 Securities.
Currency: U.S. Dollars
Redemption Provisions: None
Listing Requirement: None
Reimbursement of Expenses: None
Other Terms and Conditions: None
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE.
If the foregoing is in accordance with your understanding of
the agreement among the Underwriters, the Company and Holdings, please sign
and return to the undersigned a counterpart hereof, whereupon this
instrument, along with all counterparts and together with the Underwriting
Agreement, shall be a binding agreement among the Underwriters named
herein, the Company and Holdings in accordance with its terms and the terms
of the Underwriting Agreement.
Very truly yours,
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By: /s/ Xxxxx Xxxxxx
____________________________
Acting on behalf of themselves and the other
named Underwriters
Confirmed and accepted as of
the date first above written:
PARTNERS FIRST HOLDINGS, LLC
By: /s/ Xxxxxxx X. Xxxxxx
__________________________
Name: Xxxxxxx X. Xxxxxx
Title: Secretary
PARTNERS FIRST RECEIVABLES FUNDING, LLC
By: /s/ Xxxx X. Xxxxxxx
___________________________
Name: Xxxx X. Xxxxxxx
Title: Treasurer
Class B Series 1998-2
SCHEDULE I
UNDERWRITERS
$113,000,000 Initial Invested Amount of Class B Series 1998-2 Floating Rate
Asset Backed Securities
Underwriters Initial Invested Amount of Securities
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated $28,250,000
Credit Suisse First Boston Corporation 28,250,000
Xxxxxxx Xxxxx Securities Inc. 28,250,000
Salomon Brothers Inc. 28,250,000
----------
TOTAL $113,000,000
