EXHIBIT 4.2
YIELD SUPPLEMENT AGREEMENT
First Security Auto Grantor Trust 1997-A
c/o Bankers Trust Company, as Trustee
and as Collateral Agent
Four Albany Street, 10th Floor
New York, New York 10006
Attn: Corporate Trust and Agency Group-Structured Finance
March __, 1997
Ladies and Gentlemen:
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, we (the "SELLER") hereby confirm arrangements
made as of the date hereof with you (the "TRUST") to be effective upon receipt
by the Seller of the enclosed copy of this letter agreement (as amended,
supplemented or otherwise modified and in effect from time to time, the "YIELD
SUPPLEMENT AGREEMENT").
1. On or prior to the Determination Date preceding each Distribution
Date, the Servicer shall notify the Trust and the Seller of the Yield Supplement
Amount for such Distribution Date.
2. The Seller agrees to establish a Yield Supplement Account pursuant
to Article V of the Pooling and Servicing Agreement, dated as of March __,
1997 (as amended, supplemented or otherwise modified and in effect from time
to time, the "POOLING AND SERVICING AGREEMENT") by and among the Seller, in
its individual capacity and as a servicer (the "SERVICER"), and Bankers Trust
Company, a New York banking corporation, as trustee thereunder (the
"TRUSTEE") and as collateral agent thereunder with respect to the Reserve
Account and the Yield Supplement Account (in such capacity, the "COLLATERAL
AGENT"), and the Seller hereby agrees to deposit to the Certificate Account
an amount equal to the Yield Supplement Amount prior to the close of business
on each Deposit Date. If and to the extent that such amounts shall not have
been paid by the Seller in full at such time, then, in such event, pursuant
to Section 5.2(d) of the Pooling and Servicing Agreement, the Trustee shall
instruct the Collateral Agent to withdraw the amount of any such
insufficiency from the Yield Supplement Account and deposit such funds into
the Certificate Account.
3. All payments pursuant hereto shall be made by federal wire transfer
(same day) funds or in immediately available funds, to the Certificate Account
(as the Trustee on behalf of the Trust designates in writing to the Seller prior
to the relevant Distribution Date).
4. Our agreements set forth in this Yield Supplement Agreement are our
primary obligations and such obligations are irrevocable, absolute and
unconditional, shall not be subject to
any counterclaim, setoff or defense (other than full and strict compliance by us
with our obligations hereunder) and shall remain in full force and effect
without regard to, and shall not be released, discharged or in any way affected
by, any circumstances or condition whatsoever.
5. This Yield Supplement Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York, without giving effect
to any choice of law or conflict of law rules or provisions (whether of the
State of New York or any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than the State of New York.
6. All demands, notices and communications under this Yield Supplement
Agreement shall be in writing, personally delivered, sent by telecopier, Federal
Express or mailed by certified mail, return receipt requested, and shall be
deemed to have been duly given upon receipt. All notices shall be directed as
set forth below, or to such other address or to the attention of such other
Person as the relevant party shall have designated for such purpose in a written
notice.
The Trust:
First Security Auto Grantor Trust 1997-A
c/o Bankers Trust Company, as Trustee
Four Albany Street, 10th Floor
New York, New York 10006
Attention: Corporate Trust and Agency Group-Structured Finance
Telecopy: 000-000-0000
The Seller:
First Security Bank, N.A.
00 Xxxxx Xxxx Xxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Attention: Executive Vice President and General Counsel
Telecopy: (000) 000-0000
7. This Yield Supplement Agreement may be executed in one or more
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts shall be deemed to be an original, and all of which
counterparts shall constitute one and the same document.
8. Capitalized terms used herein but not otherwise defined shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.
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If the foregoing satisfactorily sets forth the terms and conditions of
our agreement, please indicate your acceptance thereof by signing in the space
provided below and returning to us the enclosed duplicate original of this
letter.
Very truly yours,
FIRST SECURITY BANK, N.A.
By: _____________________________________
Name: Xxxxx X. Xxxxxxx
Title: Authorized Officer
Agreed and accepted as of
the date first above written:
FIRST SECURITY AUTO GRANTOR TRUST 1997-A
By: Bankers Trust Company,
not in its individual capacity, but solely
as Trustee and as Collateral Agent
By: __________________________________
Authorized Signatory
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