BANKBOSTON CREDIT CARD MASTER TRUST
CREDIT CARD RECEIVABLES FUNDING CORPORATION
(Transferor)
BANKBOSTON (NH), NATIONAL ASSOCIATION
(Servicer)
UNDERWRITING AGREEMENT
(Standard Terms)
________, 1997
Xxxxxxx Xxxxx & Co.
As Representative of the Several Underwriters
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
World Financial Center
Xxxxx Xxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
Credit Card Receivables Funding Corporation, a
Delaware corporation (the "Company"), proposes to cause
the BankBoston Credit Card Master Trust (the "Trust") to
issue the Asset Backed Certificates designated in the
applicable Terms Agreement (as hereinafter defined) (the
"Certificates"). The Certificates will be issued pursu-
ant to a Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement") among the Company, as Transfer-
or, BankBoston (NH), National Association (the "Bank"),
as Servicer (the "Servicer"), and The Bank of New York,
as trustee (the "Trustee"), as supplemented by the
Series Supplement having the date stated in the applica-
ble Terms Agreement, between the Company, as Transferor,
the Bank, as Servicer and the Trustee (the "Supplement").
The assets of the Trust will include, among other things,
Receivables (as defined herein) transferred to the Compa-
ny and subsequently transferred by the Company to the
Trust pursuant to the Pooling and Servicing Agreement.
The Series of Certificates designated in the applicable
Terms Agreement among the Company, the Bank and the
Representative of the several Underwriters will be sold
in a public offering through the underwriters listed on
Schedule I to the applicable Terms Agreement, one or more
of which may act as representative of such underwriters
(any underwriter through which Certificates are sold
shall be referred to herein as an "Underwriter" or,
collectively, all such Underwriters may be referred to as
the "Underwriter"; any representatives thereof may be
referred to herein as a "Representative"). Certificates
of any Series sold to the Underwriters shall be sold
pursuant to a Terms Agreement by and among the Company,
the Bank and the Underwriter, a form of which is attached
hereto as Exhibit A (a "Terms Agreement"), which incor-
porates by reference this Underwriting Agreement (the
"Agreement"). Any Series of Certificates sold pursuant
to any Terms Agreement may include the benefits of a
letter of credit, cash collateral guaranty or account,
collateral interest, surety bond, insurance policy,
spread account, reserve account, yield supplement account
or other similar arrangement for the benefit of the
Certificateholders of such Series ("Credit Enhancement").
With respect to any such Credit Enhancement, the Bank may
enter into an agreement (the "Credit Enhancement Agree-
ment") by and between the Bank and the provider of the
Credit Enhancement (the "Credit Enhancement Provider").
The term "applicable Terms Agreement" means the Terms
Agreement executed in connection with the sale to the
Underwriter of a Series of Certificates. Each Certifi-
cate will represent a specified percentage undivided
interest in the Trust. The assets of the Trust include,
among other things, certain amounts due on a portfolio of
MasterCard and VISA revolving credit card accounts of
the Bank (the "Receivables"), and the benefit of the
Credit Enhancement, if any. To the extent not defined
herein, capitalized terms used herein have the meanings
assigned to such terms in the Pooling and Servicing
Agreement. Unless otherwise stated herein or in the
applicable Terms Agreement, as the context otherwise
requires or if such term is otherwise defined in the
Pooling and Servicing Agreement, each capitalized term
used or defined herein or in the applicable Terms Agree-
ment shall relate only to the Series of Certificates
designated in the applicable Terms Agreement and no other
Series of Asset Backed Certificates issued by the Trust.
Whenever the Company determines to make an offering
of Certificates, the Company and the Bank will enter into
a Terms Agreement providing for the sale of the applica-
ble Certificates to, and the purchase and offering there-
of by, the Underwriters. The Terms Agreement relating to
the Certificates shall specify the type of Certificates
to be issued, the names of the Underwriters participating
in such offering (subject to substitution as provided in
Section 10 hereof), the number of Certificates which each
such Underwriter severally agrees to purchase, the price
at which the Certificates are to be purchased by the
Underwriters from the Company, the initial public offer-
ing price, the time and place of delivery and payment and
other specific terms. The Terms Agreement may take the
form of an exchange of any standard form of written
telecommunication between you and the Company. Each
offering of Certificates will be governed by this Agree-
ment, as supplemented by the applicable Terms Agreement,
and this Agreement and such Terms Agreement shall inure
to the benefit of and be binding upon the Company, the
Bank and each Underwriter participating in the offering
of such Certificates.
Section 1. Representations and Warranties. (a)
The Company and the Bank, each only as to itself, repre-
sents and warrants to and agrees with the Underwriters
that:
(i) The Company has prepared and filed with
the Securities and Exchange Commission (the "Commis-
sion") in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules
and regulations of the Commission thereunder (col-
lectively, the "1933 Act"), a registration statement
on Form S-3 (having the registration number stated
in the applicable Terms Agreement), including a form
of prospectus, relating to the Certificates. Such
registration statement, as amended at the time it
was declared effective by the Commission, including
all material incorporated by reference therein, and
all information contained in any Additional Regis-
tration Statement (as defined herein) and deemed to
be part of such registration statement as of the
time such Additional Registration Statement (if any)
was declared effective by the Commission pursuant to
the General Instructions of the Form on which it was
filed and including all information (if any) deemed
to be a part of such registration statement as of
the time it was declared effective by the Commission
pursuant to Rule 430A(b) ("Rule 430A(b)") under the
1933 Act (such registration statement, the "Initial
Registration Statement") has been declared effective
by the Commission. If any post-effective amendment
has been filed with respect to the Initial Registra-
tion Statement, prior to the execution and delivery
of the applicable Terms Agreement, the most recent
such amendment has been declared effective by the
Commission. If (i) an additional registration
statement, including the contents of the Initial
Registration Statement incorporated by reference
therein and including all information (if any)
deemed to be a part of such additional registration
statement pursuant to Rule 430A(b) (the "Additional
Registration Statement") relating to the Certifi-
xxxxx has been filed with the Commission pursuant to
Rule 462(b) ("Rule 462(b)") under the 1933 Act and,
if so filed, has become effective upon filing pursu-
ant to Rule 462(b), then the Certificates have been
duly registered under the 1933 Act pursuant to the
Initial Registration Statement and such Additional
Registration Statement or (ii) an Additional Regis-
tration Statement is proposed to be filed with the
Commission pursuant to Rule 462(b) and will become
effective upon filing pursuant to Rule 462(b), then
upon such filing the Certificates will have been
duly registered under the 1933 Act pursuant to the
Initial Registration Statement and such Additional
Registration Statement. If the Company does not
propose to amend the Initial Registration Statement
or, if an Additional Registration Statement has been
filed and the Company does not propose to amend it
and if any post-effective amendment to either such
registration statement has been filed with the
Commission prior to the execution and delivery of
the applicable Terms Agreement, the most recent
amendment (if any) to each such registration state-
ment has been declared effective by the Commission
or has become effective upon filing pursuant to Rule
462(c) under the 1933 Act or, in the case of any
Additional Registration Statement, Rule 462(b). The
Initial Registration Statement and any Additional
Registration Statement are hereinafter referred to
collectively as the "Registration Statements" and
individually as a "Registration Statement." Copies
of the Registration Statements, together with any
post-effective amendments, have been furnished to
the Underwriters. The Bank proposes to file with
the Commission pursuant to Rule 424 ("Rule 424")
under the 1933 Act a supplement (the "Prospectus
Supplement") to the form of prospectus included in a
Registration Statement (such prospectus, in the form
it appears in a Registration Statement or in the
form most recently revised and filed with the Com-
mission pursuant to Rule 424 is hereinafter referred
to as the "Basic Prospectus") relating to the Cer-
tificates and the plan of distribution thereof. The
Basic Prospectus and the Prospectus Supplement,
together with any amendment thereof or supplement
thereto, is hereinafter referred to as the "Final
Prospectus." Except to the extent that the Repre-
sentative shall agree to a modification, the Final
Prospectus shall be in all substantial respects in
the form furnished to the Underwriters prior to the
execution of the relevant Terms Agreement, or to the
extent not completed at such time, shall contain
only such material changes as the Company has ad-
vised the Representative, prior to such time, will
be included therein. Any preliminary form of the
Prospectus Supplement which has heretofore been
filed pursuant to Rule 424 is hereinafter called a
"Preliminary Final Prospectus;"
(ii) The Initial Registration Statement, in-
cluding such amendments thereto as may have been
required on the date of the applicable Terms Agree-
ment, and the Additional Registration Statement (if
any), relating to the Certificates, have been filed
with the Commission and such Initial Registration
Statement as amended, and the Additional Registra-
tion Statement (if any), have become effective. No
stop order suspending the effectiveness of the
Initial Registration Statement or the Additional
Registration Statement (if any) has been issued and
no proceeding for that purpose has been instituted
or, to the knowledge of the Bank, threatened by the
Commission;
(iii) The Initial Registration Statement
conforms, and any amendments or supplements thereto
and the Final Prospectus will conform, in all mate-
rial respects to the requirements of the 1933 Act,
and do not and will not, as of the applicable effec-
tive date as to the Initial Registration Statement
and any amendment thereto, as of the applicable
filing date as to the Final Prospectus and any
supplement thereto, and as of the Closing Date,
contain an untrue statement of a material fact or
omit to state a material fact required to be stated
therein or necessary to make the statements therein
not misleading, and the Additional Registration
Statement (if any) and the Initial Registration
Statement conform, in all material respects, to the
requirements of the 1933 Act, and do not and will
not, as of the applicable effective date as to the
Additional Registration Statement, contain an untrue
statement of a material fact or omit to state a
material fact required to be stated therein or
necessary to make the statements therein not mis-
leading; provided, however, that this representation
and warranty shall apply only during the period that
a prospectus relating to the Certificates is re-
quired to be delivered under the 1933 Act by dealers
in connection with the initial public offering of
such Certificates (such period being hereinafter
sometimes referred to as the "prospectus delivery
period"); provided, further, that this representa-
tion and warranty shall not apply to any statements
or omissions made in reliance upon and in conformity
with information furnished in writing to the Company
or the Bank by or on behalf of an Underwriter spe-
cifically for use in connection with the preparation
of a Registration Statement and the Final Prospec-
tus;
(iv) The Company is a corporation duly orga-
nized, validly existing and in good standing under
the laws of the State of Delaware, with corporate
power and authority under such laws to own, lease
and operate its properties and conduct its business
as described in the Final Prospectus, and is duly
qualified as a foreign corporation and duly autho-
rized to transact business and is in good standing
under the laws of each jurisdiction in which it owns
or leases property of a nature, or transacts busi-
ness of a type, that would make such qualification
necessary, except to the extent that the failure to
so qualify or be in good standing would not have a
material adverse effect on the condition (financial
or otherwise), results of operations, business or
prospects of the Company;
(v) The Bank is a national banking association
duly organized, validly existing and in good stand-
ing under the laws of the United States, with corpo-
rate power and authority under such laws to own,
lease and operate its properties and conduct its
business as described in the Final Prospectus, and
is duly qualified as a foreign corporation and duly
authorized to transact business and is in good
standing under the laws of each jurisdiction in
which it owns or leases property of a nature, or
transacts business of a type, that would make such
qualification necessary, except to the extent that
the failure to so qualify or be in good standing
would not have a material adverse effect on the
condition (financial or otherwise), results of
operations, business or prospects of the Bank;
(vi) This Agreement has been duly authorized,
executed and delivered by the Company or the Bank,
as applicable; and upon execution and delivery of
each Terms Agreement by the Company or the Bank, as
applicable, such Terms Agreement shall have been
duly authorized, executed and delivered by the
Company or the Bank;
(vii) As of the Closing Date (as defined in
Section 2(a)), the representations and warranties of
the Company, as Transferor, or the Bank, as
Servicer, as applicable, in the Pooling and Servic-
ing Agreement and the Supplement will be true and
correct in all material respects;
(viii) The Pooling and Servicing Agreement
is not required to be qualified under the Trust
Indenture Act of 1939, as amended (the "Trust Inden-
ture Act"), and the Trust is not required to be
registered under the Investment Company Act of 1940,
as amended (the "Investment Company Act");
(ix) The Certificates have been duly autho-
rized, and, when issued and delivered pursuant to
the Pooling and Servicing Agreement and the Supple-
ment, duly authenticated by the Trustee and paid for
by the Underwriters in accordance with the terms of
this Agreement and the applicable Terms Agreement,
will be duly and validly executed, issued and deliv-
ered and entitled to the benefits provided by the
Pooling and Servicing Agreement and the Supplement;
each of the Pooling and Servicing Agreement and the
Supplement have been duly authorized by each of the
Company and the Bank and, when executed and deliv-
ered by the Company, as Transferor, and the Bank, as
Servicer, each of the Pooling and Servicing Agree-
ment and the Supplement will (assuming due execution
and delivery by the Trustee) constitute a valid and
binding agreement of the Company or the Bank, as
applicable; the Certificates, the Pooling and Ser-
vicing Agreement and the Supplement conform to the
descriptions thereof in the Final Prospectus in all
material respects; and, if applicable, when executed
by the Company, as Transferor, the Credit Enhance-
ment Agreement will (assuming due execution and
delivery by the Trustee and Credit Enhancement
Provider) constitute a valid and binding agreement
of the Company;
(x) Each authorization, approval, consent or
license of any government, governmental instrumen-
tality or court, domestic or foreign (other than
under the 1933 Act and the securities or blue sky
laws of the various states), which is required for
(A) the valid authorization, issuance, sale and
delivery of the Certificates or (B) the execution,
delivery or performance of this Agreement, the
applicable Terms Agreement, the Pooling and Servic-
ing Agreement, the Supplement, or the Credit En-
hancement Agreement by the Company or the Bank, as
applicable, has been received;
(xi) No consent, approval, authorization or
order of, or filing with, any court or governmental
agency or body is required to be obtained or made by
the Company or the Bank, as applicable, for the
consummation of the transactions contemplated by
this Agreement, the applicable Terms Agreement, the
Pooling and Servicing Agreement or the Supplement,
except such as have been obtained and made under the
1933 Act, such as may be required under state secu-
rities laws and the filing of any financing state-
ments required to perfect the Trust's interest in
the Receivables;
(xii) Neither the Company nor the Bank is
in default in the performance or observance of any
obligation, agreement, covenant or condition con-
tained in any contract, indenture, mortgage, loan
agreement, note, lease or other agreement or instru-
ment to which it is a party or by which it may be
bound or to which any of its properties may be
subject, except for such defaults that would not
have a material adverse effect on the condition
(financial or otherwise), earnings, business affairs
or business prospects of the Company or the Bank, as
applicable. The execution and delivery of this
Agreement, the applicable Terms Agreement, the
Pooling and Servicing Agreement, the Supplement and
the Credit Enhancement Agreement by the Company or
the Bank, as applicable, the issuance and delivery
of the Certificates, the consummation by the Company
or the Bank, as applicable, of the transactions
contemplated in this Agreement, the applicable Terms
Agreement, the Pooling and Servicing Agreement, the
Supplement and the Registration Statement, and
compliance by each of the Company and the Bank with
the terms of this Agreement, the applicable Terms
Agreement, the Pooling and Servicing Agreement, the
Supplement and the Credit Enhancement Agreement have
been duly authorized by all necessary corporate
action on the part of the Company or the Bank, as
applicable, and do not and will not result in any
violation of the charter or by-laws of the Company
or the Bank, as applicable, and do not and will not
conflict with, or result in a breach of any of the
terms or provisions of, or constitute a default
under, or result in the creation or imposition of
any lien, charge or encumbrance upon any property or
assets of the Company or the Bank, as applicable,
under (A) any indenture, mortgage, loan agreement,
note, lease or other agreement or instrument to
which the Company or the Bank, as applicable, is a
party or by which it may be bound or to which any of
its properties may be subject or (B) any existing
applicable law, rule, regulation, judgment, order or
decree of any government, governmental instrumental-
ity or court, domestic or foreign, having jurisdic-
tion over the Company or the Bank, as applicable, or
any of their respective properties except for such
conflicts, breaches or defaults or liens, charges or
encumbrances that would not have a material adverse
effect on the condition (financial or otherwise),
earnings, business affairs or business prospects of
the Company or the Bank, as applicable;
(xiii) Except as disclosed in the Final
Prospectus, there is no action, suit or proceeding
before or by any government, governmental instrumen-
tality or court, domestic or foreign, now pending
or, to the knowledge of Company or the Bank, as
applicable, threatened against or affecting the
Company or the Bank, as applicable, that is required
to be disclosed in the Final Prospectus or that, in
the final outcome, could, in the judgment of the
Company or the Bank, as applicable, result in any
material adverse change in the condition (financial
or otherwise), earnings, business affairs or busi-
ness prospects of the Company or the Bank, as appli-
cable, or that could materially and adversely affect
the properties or assets of the Company or the Bank,
as applicable, or that could adversely affect the
consummation of the transactions contemplated in
this Agreement; the aggregate liability or loss, if
any, resulting from the final outcome of all pending
legal or governmental proceedings to which the
Company or the Bank, as applicable, is a party or
which affect any of its respective properties that
are not described in the Final Prospectus, including
ordinary routine litigation incidental to its busi-
ness, would not have a material adverse effect on
the condition (financial or otherwise), earnings,
business affairs or business prospects of the Compa-
ny or the Bank, as applicable; and
(xiv) None of the Bank, the Company or any
of their respective affiliates does business with
the government of Cuba or with any person or affili-
ate located in Cuba within the meaning of Section
517.075, Florida Statutes.
(b) Any certificate signed by any duly authorized
officer of the Company or the Bank and delivered to you
or to counsel for the Underwriters shall be deemed a
representation and warranty by the Company or the Bank,
as applicable, to each Underwriter as to the matters
covered thereby.
Section 2. Purchase and Sale. (a) The several
commitments of the Underwriters to purchase Certificates
pursuant to any Terms Agreement shall be deemed to have
been made on the basis of the representations and warran-
ties herein contained and shall be subject to the terms
and conditions herein set forth. It is understood that
the several Underwriters propose to offer the Certifi-
xxxxx for sale to the public, which may include selected
dealers, as set forth in the Final Prospectus.
Unless otherwise provided in the applicable
Terms Agreement, payment for Certificates shall be made
to the Company or to its order by wire transfer of same
day funds at the offices of Skadden, Arps, Slate, Xxxxxxx
& Xxxx LLP in New York, New York at 10:00 A.M., New York
City time, on the Closing Date (as hereinafter defined)
specified in the Terms Agreement, or at such other time
on the same or such other date as the Representative and
the Bank may agree upon. The time and date of such
payment for the Certificates as specified in the applica-
ble Terms Agreement are referred to herein as the "Clos-
ing Date." As used herein, the term "Business Day" means
any day other than a day on which banks are permitted or
required to be closed in New York City.
Unless otherwise provided in the applicable
Terms Agreement, payment for the Certificates shall be
made against delivery to the Representative for the
respective accounts of the several Underwriters of the
Certificates registered in the name of Cede & Co. as
nominee of The Depository Trust Company and in such
denominations as the Representative shall request in
writing not later than two full Business Days prior to
the Closing Date. The Company shall make the Certifi-
xxxxx available for inspection by the Representatives in
New York, New York not later than one full Business Day
prior to the Closing Date.
Section 3. Certain Covenants of the Company. The
Company covenants with each Underwriter as follows:
(a) If reasonably requested by you in connection
with the offering of the Certificates, the Company will
prepare a preliminary prospectus supplement containing
such information concerning the Certificates as you and
the Company deem appropriate, and immediately following
the execution of the Terms Agreement, the Company will
prepare a Prospectus Supplement that complies with the
1933 Act and that sets forth the number or principal
amount of Certificates covered thereby, the names of the
Underwriters participating in the offering and the number
or principal amount of Certificates which each Underwrit-
er severally has agreed to purchase, the name of each
Underwriter, if any, acting as representative in connec-
tion with the offering, the price at which the Certifi-
xxxxx are to be purchased by the Underwriters from the
Company, the initial public offering price, the selling
concession and reallowance, if any, and such other infor-
mation concerning the Certificates as you and the Company
deem appropriate in connection with the offering of the
Certificates. The Company will promptly transmit copies
of the Prospectus Supplement to the Commission for filing
pursuant to Rule 424 under the 1933 Act and will furnish
to the Underwriters named therein as many copies of any
preliminary prospectus supplement, the Basic Prospectus
and the Prospectus Supplement as you shall reasonably
request. In addition, to the extent that any Underwriter
(i) has provided to the Company Collateral Term Sheets or
Series Term Sheets (each as defined below) that such
Underwriter has provided to a prospective investor, the
Company will file such Collateral Term Sheets or Series
Term Sheets as an exhibit to a report on Form 8-K within
two Business Days of its receipt thereof, or (ii) has
provided to the Company Structural Term Sheets or Compu-
tational Materials (each as defined below) that such
Underwriter has provided to a prospective investor, the
Company will file or cause to be filed with the Commis-
sion a report on Form 8-K containing such Structural Term
Sheet and Computational Materials, as soon as reasonably
practicable after the date of this Agreement, but in any
event, not later than the date on which the Final Pro-
spectus is filed with the Commission pursuant to Rule
424.
(b) If at any time when the Final Prospectus is
required by the 1933 Act to be delivered in connection
with sales of the Certificates any event shall occur or
condition exist as a result of which it is necessary, in
the opinion of counsel for the Underwriters or counsel
for the Company, to amend the Registration Statement or
amend or supplement the Final Prospectus in order that
the Final Prospectus will not include an untrue statement
of a material fact or omit to state a material fact
necessary in order to make the statements therein not
misleading in the light of the circumstances existing at
the time it is delivered to a purchaser, or if it shall
be necessary, in the opinion of either such counsel, at
any such time to amend any Registration Statement or
amend or supplement the Final Prospectus in order to
comply with the requirements of the 1933 Act, the Company
will promptly prepare and file with the Commission,
subject to Section 3(d), such amendment or supplement as
may be necessary to correct such untrue statement or
omission or to make the Registration Statement or the
Final Prospectus comply with such requirements.
(c) During the period when the Final Prospectus is
required by the 1933 Act to be delivered in connection
with sales of the Certificates or during the entire
period that any Class of Certificates is outstanding
which were expected to be publicly-offered securities for
purposes of ERISA, the Company will, subject to Section
3(d), file promptly all documents required to be filed
with the Commission pursuant to Section 13, 14 or 15(d)
of the 1934 Act.
(d) During the period between the date of the
applicable Terms Agreement and the Closing Date, the
Company will inform you of its intention to file any
amendment to any Registration Statement, any supplement
to the Final Prospectus or any document that would as a
result thereof be incorporated by reference in the Final
Prospectus, will furnish you with copies of any such
amendment, supplement or other document and will not file
any such amendment, supplement or other document in a
form to which you or your counsel shall reasonably ob-
ject.
(e) During the period when the Final Prospectus is
required by the 1933 Act to be delivered in connection
with the sales of the Certificates, the Company will
notify you immediately, and confirm the notice in writ-
ing, (i) of the effectiveness of any amendment to any
Registration Statement, (ii) of the mailing or the deliv-
ery to the Commission for filing of any supplement to the
Final Prospectus or any document that would as a result
thereof be incorporated by reference in the Final Pro-
spectus, (iii) of the receipt of any comments from the
Commission with respect to any Registration Statement or
the Prospectus, (iv) of any request by the Commission for
any amendment to any Registration Statement or any sup-
plement to the Final Prospectus or for additional infor-
mation relating thereto or to any document incorporated
by reference in the Final Prospectus and (v) of the
issuance by the Commission of any stop order suspending
any effectiveness of any Registration Statement, of the
suspension of the qualification of the Certificates for
offering or sale in any jurisdiction, or of the institu-
tion or threatening of any proceeding for any of such
purposes. The Company will use every reasonable effort
to prevent the issuance of any such stop order or of any
order suspending such qualification and, if any such
order is issued, to obtain the lifting thereof at the
earliest possible moment.
(f) The Company will furnish to the Representative,
without charge, two copies of each Registration Statement
as originally filed and of all amendments thereto, wheth-
er filed before or after the Registration Statement
becomes effective, copies of all exhibits and documents
filed therewith and copies of all consents and certifi-
xxxxx of experts as you may reasonably request, and has
furnished or will furnish to you, for each other Under-
writer, one copy of each Registration Statement as origi-
xxxxx filed and of each amendment thereto.
(g) The Company will cause the Trust to make gener-
ally available to Certificateholders and to the Represen-
tative as soon as practicable an earnings statement
covering a period of at least twelve months beginning
with the first fiscal quarter of the Trust occurring
after the effective date of the Initial Registration
Statement (or, if later, the effective date of the Addi-
tional Registration Statement), which shall satisfy the
provisions of Section 11(a) of the 1933 Act and Rule 158
of the Commission promulgated thereunder.
(h) The Company will use its best efforts, in
cooperation with the Underwriters, to qualify the Certif-
icates for offering and sale under the applicable securi-
ties laws of such states and other jurisdictions as you
may designate and to maintain such qualifications in
effect for a period of not less than one year from the
effective date of the Terms Agreement applicable to such
Certificates; provided, however, that the Company shall
not be obligated to file any general consent to service
of process or to qualify as a foreign corporation or as a
dealer in securities in any jurisdiction in which it is
not so qualified or to subject itself to taxation in
respect of doing business in any jurisdiction in which it
is not otherwise so subject. The Company will file such
statements and reports as may be required by the laws of
each jurisdiction in which the Certificates have been
qualified as provided above.
(i) To the extent, if any, that the rating provided
with respect to the Certificates by the rating agency or
agencies that initially rate the Certificates is condi-
tional upon the furnishing of documents or the taking of
any other actions by the Company, the Company shall
furnish such documents and take any such other actions.
(j) For a period from the date of this Agreement
until the retirement of the Certificates, or until such
time as the Underwriters shall cease to maintain a sec-
ondary market in the Certificates, whichever first oc-
curs, the Company will deliver to the Underwriters (i)
the annual Servicer's Certificate, (ii) the annual inde-
pendent certified public accountants' reports furnished
to the Trustee, (iii) all documents required to be dis-
tributed to Certificateholders of the Trust and (iv) all
documents filed with the Commission pursuant to the
Exchange Act or any order of the Commission thereunder,
in each case as provided to the Trustee or filed with the
Commission, as soon as such statements and reports are
furnished to the Trustee or filed or, if an affiliate of
the Company is not the Servicer, as soon thereafter as
practicable.
(k) Between the date of the applicable Terms Agree-
ment and the Closing Date or such other date as is set
forth in such Terms Agreement, the Company will not,
without your prior written consent, directly or indirect-
ly, sell, offer to sell, grant any option for the sale
of, or otherwise dispose of, the Certificates set forth
in such Terms Agreement, other than as set forth in such
Terms Agreement.
Section 4. Payment of Expenses; Reimbursement.
The Company and the Bank jointly and severally covenant
and agree with the Underwriters that they will:
(a) Pay and bear all costs and expenses inci-
dent to the performance of its obligations under
this Agreement and any applicable Terms Agreement,
including (i) the preparation, printing and filing
of each Registration Statement (including financial
statements and exhibits), as originally filed and as
amended, any preliminary prospectus supplements and
the Final Prospectus and any amendments or supple-
ments thereto, and the cost of furnishing copies
thereof to the Underwriters, (ii) the preparation,
printing and distribution of this Agreement, the
Terms Agreement, the Pooling and Servicing Agree-
ment, the Supplement and the Credit Enhancement
Agreement, if any, (iii) the issuance and delivery
of the Certificates to the Underwriters, (iv) the
fees and disbursements of the Company's counsel and
accountants, (v) the qualification of the Certifi-
xxxxx under the applicable securities laws in accor-
dance with Section 3(i) including filing fees and
reasonable fees and disbursements of counsel for the
Underwriters in connection therewith and in connec-
tion with any blue sky survey, (vi) any fees charged
by rating agencies for rating any of the Certifi-
xxxxx and (vii) the fees and expenses incurred in
connection with the listing of the applicable Cer-
tificates on one or more domestic or foreign stock
exchanges.
(b) Pay or cause to be paid all expenses
incident to the performance of its obligations under
this Agreement, including without limitation: (i)
expenses of preparing, printing and reproducing each
Registration Statement, the Preliminary Final Pro-
spectus, the Final Prospectus, this Agreement, the
applicable Terms Agreement, the Pooling and Servic-
ing Agreement, the Supplement, the Credit Enhance-
ment Agreement and the Certificates, (ii) the cost
of delivering the Certificates to the Underwriters,
(iii) any fees charged by investment rating agencies
for the rating of such Certificates, and (iv) the
reasonable expenses and costs (not to exceed the
amount specified in the applicable Terms Agreement)
incurred in connection with "blue sky" qualification
of the Certificates for sale in those states desig-
nated by the Underwriters and the printing of memo-
xxxxx relating thereto (it being understood that,
except as specified in this Section 4 and in Sec-
tions 7 and 8 hereof, the Underwriters will pay all
their own costs and expenses, including the cost of
printing any Agreement among Underwriters, the fees
of counsel to any Underwriter, transfer taxes on
resale of any Certificates by them and advertising
expenses connected with any offers that they may
make).
(c) Reimburse the Underwriters named in the
applicable Terms Agreement for all of their out-of-
pocket expenses, including the reasonable fees and
disbursements of counsel for such Underwriters, if
such Terms Agreement is terminated by you in accor-
dance with the provisions of Section 6 hereof.
Notwithstanding the foregoing, the Underwriters
may agree to reimburse the Company and the Bank for
certain expenses incurred in connection with the issuance
and distribution of the Certificates of any series if so
specified in the applicable Terms Agreement.
Section 5. Representations and Warranties of
the Underwriters. Each Underwriter severally represents,
warrants, covenants and agrees with each of the Company
and the Bank that:
(a) It either (A) has not provided any po-
tential investor with a Collateral Term Sheet (that
is required to be filed with the Commission within
two business days of first use under the Terms of
the Public Securities Association Letter as de-
scribed below), or (B) has, substantially contempo-
raneously with its first delivery of such Collateral
Term Sheet to a potential investor, delivered such
Collateral Term Sheet to the Company, which Collat-
eral Term Sheet, if any, is attached to this Agree-
ment as Exhibit B.
(b) It either (A) has not provided any po-
tential investor with a Structural Term Sheet or
Computational Materials, or (B) has provided any
such Structural Term Sheet or Computational Materi-
als to the Company, which Structural Term Sheets and
Computational Materials, if any, are attached to
this Agreement as Exhibit C.
(c) It either (A) has not provided any po-
tential investor with a Series Term Sheet or (B) has
provided any Series Term Sheet to the Company, which
Series Term Sheets, if any, are attached to this
Agreement as Exhibit D.
(d) Each Collateral Term Sheet bears a leg-
end indicating that the information contained there-
in will be superseded by the description of the
collateral contained in the Prospectus Supplement
and, except in the case of the initial Collateral
Term Sheet, that such information supersedes the
information in all prior Collateral Term Sheets.
(e) Each Structural Term Sheet and Series
Term Sheet and all Computational Materials bear a
legend substantially as follows (or in such other
form as may be agreed prior to the date of this
Agreement):
This information does not constitute ei-
ther an offer to sell or a solicitation of
an offer to buy any of the securities
referred to herein. Information contained
herein is confidential and provided for
information only, does not purport to be
complete and should not be relied upon in
connection with any decision to purchase
the securities. This information super-
sedes any prior versions hereof and will
be deemed to be superseded by any subse-
quent versions including, with respect to
any description of the securities or the
underlying assets, the information con-
tained in the final Prospectus and accom-
panying Prospectus Supplement. Offers to
sell and solicitations of offers to buy
the securities are made only by the final
Prospectus and the related Prospectus
Supplement.
(f) It (at its own expense) agrees to pro-
vide to the Company any accountants' letters ob-
tained relating to the Collateral Term Sheets,
Structural Term Sheets and Computational Materials,
which accountants' letters shall be addressed to the
Company.
(g) It has not, and will not, without the
prior written consent of the Company, provide any
Collateral Term Sheets, Structural Term Sheets,
Series Term Sheets or Computational Materials to any
investor after the date of this Agreement.
(h) It has only issued or passed on and
shall only issue or pass on in the United Kingdom
any document received by it in connection with the
issue of the Certificates to a person who is of a
kind described in Article 11(3) of the Financial
Services Xxx 0000 (Investment Advertise-
ments)(Exemptions) Order 1996 or who is a person to
whom the document may otherwise lawfully be issued
or passed on, it has complied and shall comply with
all applicable provisions of the Financial Services
Xxx 0000 of Great Britain with respect to anything
done by it in relation to the Certificates in, from
or otherwise involving the United Kingdom and if
that Underwriter is an authorized person under the
Financial Services Xxx 0000, it has only promoted
and shall only promote (as that term is defined in
Regulation 1.02 of the Financial Services (Promotion
of Unregulated Schemes) Regulations 1991) to any
person in the United Kingdom the scheme described in
the Prospectus if that person is of a kind described
either in Section 76(2) of the Financial Services
Xxx 0000 or in Regulation 1.04 of the Financial
Services (Promotion of Unregulated Schemes) Regula-
tions 1991.
For purposes of this Agreement, "Collateral
Term Sheets" and "Structural Term Sheets" shall have the
respective meanings assigned to them in the February 13,
1995 letter of Cleary, Gottlieb, Xxxxx & Xxxxxxxx on
behalf of the Public Securities Association (which let-
ter, and the SEC staff's response thereto, were publicly
available February 17, 1995). The term "Collateral Term
Sheet" as used herein includes any subsequent Collateral
Term Sheet that reflects a substantive change in the
information presented. "Computational Materials" has the
meaning assigned to it in the May 17, 1994 letter of
Xxxxx & Wood on behalf of Xxxxxx, Xxxxxxx & Co., Inc.
(which letter, and the SEC staff's response thereto, were
publicly available May 20, 1994). "Series Term Sheet"
has the meaning assigned to it in the April 4, 1996
letter of Xxxxxx & Xxxxxxx on behalf of Greenwood Trust
Company (which letter, and the SEC staff's response
thereto, were publicly available April 5, 1996).
Section 6. Conditions of Underwriters' Obligations.
Except as otherwise provided in the Terms Agreement, the
obligations of the Underwriters to purchase and pay for
the Certificates pursuant to any such Terms Agreement are
subject to the accuracy of the representations and war-
ranties of the Company and the Bank contained herein at
and as of the date hereof, the date of the Terms Agree-
ment, and the Closing Date or contained in certificates
of any officer of the Company or the Bank delivered
pursuant to the provisions hereof, to the performance by
the Company and the Bank of its obligations hereunder,
and the following further conditions:
(a) At the Closing Date, no stop order suspending
the effectiveness of the Registration Statement shall
have been issued under the 1933 Act and no proceedings
for that purpose shall have been instituted or shall be
pending or, to your knowledge or the knowledge of the
Company or the Bank, shall be contemplated by the Commis-
sion, and any request on the part of the Commission for
additional information shall have been complied with to
the reasonable satisfaction of counsel for the Underwrit-
ers.
(b) At the applicable Closing Date, you shall have
received a signed opinion of _________________, General
Counsel for each of the Company and the Bank, dated as of
the Closing Date, together with signed or reproduced
copies of such opinion for each of the other Underwrit-
ers, in form and substance satisfactory to you or your
counsel,with respect to general corporate matters.
(c) The Underwriters shall have received from
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the
Company and the Bank, one or more opinions, in form and
substance satisfactory to the Underwriter's counsel, each
dated the applicable Closing Date, with respect to the
validity of the Certificates, the Initial Registration
Statement, the Additional Registration Statement (if
any), the Final Prospectus, certain matters of the Uni-
form Commercial Code, as adopted in the State of Dela-
ware, and such other related matters as the Underwriters
may reasonably require, and the Company and the Bank
shall have furnished to such counsel such documents as
they request for the purpose of enabling them to pass on
such matters.
(d) At the applicable Closing Date, you shall have
received the favorable opinion of Xxxxxx, Xxxxxxxxxx &
Sutcliffe LLP, counsel for the Underwriters, dated as of
the applicable Closing Date, together with signed or
reproduced copies of such opinion for each of the other
Underwriters, the Certificates, this Agreement, the
Registration Statement, the Final Prospectus, the Pooling
and Servicing Agreement, the Supplement and such other
related matters as you may require. In giving such
opinion, such counsel may rely, as to all matters gov-
erned by the laws of jurisdictions other than the law of
the State of New York, the General Corporation Law of the
State of Delaware and the federal law of the United
States, upon the opinions of counsel satisfactory you.
Such counsel may also state that, insofar as such opinion
involves factual matters, they have relied, to the extent
they deem proper, upon certificates of officers of the
Company and certificates of public officials.
(e) At the applicable Closing Date, you shall
have received the favorable opinion of Xxxxxx, Xxxxxx &
Xxxxxx, LLP, counsel for the Trustee, dated as of the
applicable Closing Date, together with signed or repro-
duced copies of such opinion for each of the other Under-
writers with respect to such matters as you may require.
(f) At the applicable Closing Date there shall not
have been, since the date of the applicable Terms Agree-
ment or since the respective dates as of which informa-
tion is given in the Registration Statement, any material
adverse change in the condition (financial or otherwise)
or in the earnings, business affairs or business pros-
pects of the Company or the Bank, whether or not arising
in the ordinary course of business, and you shall have
received separate certificates of an authorized officer
of the Company and the Bank, dated as of such Closing
Date, to the effect that (i) there has been no such
material adverse change, (ii) the representations and
warranties of the Company or the Bank, as applicable,
contained in Section 1 hereof are true and correct in all
material respects with the same force and effect as
though expressly made at and as of such Closing Date,
(iii) the Company or the Bank, as applicable, has com-
plied in all material respects with all agreements and
satisfied in all material respects, all conditions on its
part to be complied with or satisfied at or prior to such
Closing Date, and (iv) to the best knowledge of such
person, no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings
for that purpose have been initiated or threatened by the
Commission.
(g) At the date of the applicable Terms Agreement
and at the Closing Date, Coopers & Xxxxxxx L.L.P. (or
such other independent public accountants as shall be
named in the applicable Terms Agreement), certified
independent public accountants for the Company and the
Bank, shall have furnished to the Underwriters a letter
or letters, dated respectively as of the date of the
applicable Terms Agreement and as of the Closing Date
confirming that they are certified independent public
accountants within the meaning of the 1933 Act and the
Exchange Act, and the respective applicable published
rules and regulations thereunder and substantially in the
form heretofore agreed and otherwise in form and in
substance satisfactory to the Representative and counsel
for the Underwriters.
(h) Subsequent to the date of the Terms Agreement
relating to such Certificates neither (i) the United
States shall have become engaged in the outbreak or
escalation of hostilities involving the United States or
there has been a declaration by the United States of a
national emergency or a declaration of war, (ii) a bank-
ing moratorium shall have been declared by either Federal
or New York State authorities, nor (iii) trading in any
securities of the Company, the Bank or the BankBoston
Corporation shall have been suspended or materially
limited by the Commission or the New York Stock Exchange,
or if trading generally on the New York Sock Exchange
shall have been suspended or materially limited, or
minimum or maximum prices for trading shall have been
fixed, or maximum ranges for prices shall have been
required, by such exchange or by order of the Commission
or by any other governmental authority.
(i) The Underwriters shall receive evidence
satisfactory to them that, on or before the Closing Date,
UCC-1 financing statements have been or are being filed
in the office of the Secretary of State of the State of
Delaware, reflecting the interest of the Trustee in the
Receivables and the proceeds thereof.
(j) The Underwriters shall have received evidence
satisfactory to them that the Certificates shall be rated
in accordance with the applicable Terms Agreements by the
Rating Agency and there shall not have occurred a down-
grading in the rating assigned to the Certificates or any
other securities issued by the Company or the Bank by any
"nationally recognized statistical rating agency", as
that term is defined by the Commission for purposes of
Rule 436(g)(2) under the 1933 Act, and no such organiza-
tion shall have publicly announced that it has under
surveillance or review its rating of the Certificates or
any of such other securities.
If any condition specified in this Section shall not
have been fulfilled when and as required to be fulfilled,
the applicable Terms Agreement may be terminated by you
by notice to the Company at any time on or prior to the
applicable Closing Date, and such termination shall be
without liability of any party to any other party except
as provided in Section 4 hereof. Notwithstanding any
such termination, the provisions of Sections 7, 8 and 9
shall remain in effect.
Section 7. Indemnification. (a) The Company and
the Bank agree to jointly and severally indemnify and
hold harmless each Underwriter and each person, if any,
who controls any Underwriter within the meaning of Sec-
tion 15 of the 1933 Act or Section 20 of the 1934 Act as
follows:
(i) against any and all loss, liability,
claim, damage and expense whatsoever, as incurred,
arising out of an untrue statement or alleged untrue
statement of a material fact contained in any Regis-
tration Statement as originally filed (or any amend-
ment thereto), and all documents incorporated there-
in by reference, or the omission or alleged omission
therefrom of a material fact required to be stated
therein or necessary to make the statements therein
not misleading or arising out of an untrue statement
or alleged untrue statement of a material fact
contained in any preliminary prospectus, or any
preliminary prospectus supplement, or the Final
Prospectus (or any amendment of supplement thereto)
or the omission or alleged omission therefrom of a
material fact necessary in order to make the state-
ments therein, in the light of the circumstances
under which they were made, not misleading;
(ii) against any and all loss, liability,
claim, damage and expense whatsoever, as incurred,
to the extent of the aggregate amount paid in set-
tlement of any litigation, or investigation or
proceeding by any governmental agency or body,
commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or
any such alleged untrue statement or omission, if
such settlement is effected with the written consent
of the Company or the Bank; and
(iii) against any and all expense whatsoever,
as incurred (including reasonable fees and disburse-
ments of counsel chosen by you), reasonably incurred
in investigating, preparing or defending against any
litigation, or investigation or proceeding by any
governmental agency or body, commenced or threat-
ened, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged
untrue statement or omission, to the extent that any
such expense is not paid under subparagraph (i) or
(ii) above;
provided, however, that (i) this indemnity agreement does
not apply to any loss, liability, claim, damage or ex-
pense to the extent arising out of an untrue statement or
omission or alleged untrue statement or omission made in
reliance upon and in conformity with written information
furnished to the Company or the Bank by any Underwriter
through you expressly for use in any Registration State-
ment as originally filed (or any amendment thereto) or
any preliminary prospectus, or any preliminary prospectus
supplement, or the Final Prospectus (or any amendment or
supplement thereto) and (ii) such indemnity with respect
to any Preliminary Prospectus shall not inure to the
benefit of the Underwriter (or any person controlling any
of the Underwriters) from whom the person asserting any
such loss, claim, damage or liability purchased the
Certificates which are the subject thereof if such person
did not receive a copy of the Final Prospectus (or the
Final Prospectus as supplemented) at or prior to the
confirmation of the sale of such Certificates to such
person in any case where such delivery is required by the
1933 Act and the untrue statement or omission of a mate-
rial fact contained in such Preliminary Prospectus was
corrected in the Final Prospectus (or the Final Prospec-
tus as supplemented). This indemnity agreement will be
in addition to any liability which the Company and Bank
may otherwise have.
(b) Each Underwriter severally agrees to indemnify
and hold harmless the Company and the Bank, their respec-
tive directors, each officer of the Company who signed
the Registration Statement, and each person, if any, who
controls the Company or the Bank within the meaning of
Section 15 of the 1933 Act, against any and all loss,
liability, claim, damage and expense described in the
indemnity contained in Section 7(a), as incurred, but
only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in the
Registration Statement as originally filed (or any amend-
ment thereto) or any preliminary prospectus, or any
preliminary prospectus supplement or the Final Prospectus
(or any amendment or supplement thereto) in reliance upon
and in conformity with written information furnished to
the Company or the Bank by such Underwriter through you
expressly for use in any Registration Statement as origi-
xxxxx filed (or any amendment thereto) or any preliminary
prospectus, or any preliminary prospectus supplement or
the Final Prospectus (or any amendment or supplement
thereto). This indemnity agreement will be in addition
to any liability which the Underwriter may otherwise have
had.
(c) Each indemnified party shall give notice as
promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of
which indemnity may be sought hereunder, but failure to
so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the
extent it is not materially prejudiced as a result there-
of and in any event shall not relieve it from any liabil-
ity which it may have otherwise than on account of this
indemnity agreement. An indemnifying party may partici-
xxxx at its own expense in the defense of any such ac-
tion; provided, however, that counsel to the indemnifying
party shall not (except with the consent of the indemni-
fied party) also be counsel to the indemnified party. In
no event shall the indemnifying parties be liable for
fees and expenses of more than one counsel (in addition
to any local counsel) separate from their own counsel for
all indemnified parties in connection with any one action
or but similar or related actions in the same jurisdic-
tion arising out of the same general allegations or
circumstances.
Section 8. Contribution. In order to provide for
just and equitable contribution in circumstances under
which the indemnity provided for in Section 7 is for any
reason held to be unenforceable by the indemnified par-
ties although applicable in accordance with its terms,
the Company and the Bank on the one hand and the Under-
writers on the other shall contribute to the aggregate
losses, liabilities, claims, damages and expenses of the
nature contemplated by such indemnity agreement incurred
by the Company and the Bank on the one hand and one or
more of the Underwriters on the other, as incurred, in
such proportions that (a) the Underwriters are responsi-
ble for that portion represented by the percentage that
results from dividing the underwriting discount by the
net proceeds of the offering (before deducting expenses)
received by the Company and (b) the Company and the Bank
are responsible for the balance; provided, however, that
(i) in no case shall any Underwriter be liable or respon-
sible for any amount in excess of the underwriting dis-
count applicable to the Certificates purchased by such
Underwriter hereunder and under the applicable Terms
Agreement and (ii) no person guilty of fraudulent misrep-
resentation (within the meaning of Section 11(f) of the
0000 Xxx) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresen-
tation. The Company, the Bank and the Underwriters each
agree that it would not be equitable if the amount of
such contribution were determined by pro rata or per
capita allocation. For purposes of this Section, each
person, if any, who controls an Underwriter within the
meaning of Section 15 of the 1933 Act shall have the same
rights to contribution as such Underwriter, and each
director of the Company or of the Bank, each officer of
the Company who signed the Registration Statement, and
each person, if any, who controls the Company or the Bank
within the meaning of Section 15 of the 1933 Act shall
have the same rights to contribution as the Company and
the Bank, respectively.
Section 9. Representations, Warranties and Agree-
ments to Survive Delivery. The representations, warran-
ties, indemnities, agreements and other statements of the
Company, the Bank, the Underwriters and their respective
officers set forth in or made pursuant to this Agreement
and any Terms Agreement shall remain operative and in
full force and effect regardless of any investigation
made by or on behalf of the Company, the Bank or any
Underwriter or controlling person and shall survive
delivery of any payment for the Certificates. The provi-
sions of Sections 4, 7 and 8 hereof shall survive the
termination or cancellation of this Agreement.
Section 10. Default by One or More of the Under-
writers. If one or more of the Underwriters participat-
ing in an offering of Certificates shall fail at the
applicable Closing Date to purchase the Certificates
which it or they are obligated to purchase hereunder and
under the applicable Terms Agreement (the "Default Secu-
rities"), you shall have the right, within 36 hours
thereafter, to purchase all, but not less than all, of
the Defaulted Securities in such amounts as may be agreed
upon and upon the terms herein set forth; if however, you
have not completed such arrangements within such 36-hour
period, then:
(a) if the number of Defaulted Securities does
not exceed 10% of the number of Certificates to be
purchased pursuant to such Terms Agreement, the
nondefaulting Underwriters named in such Terms
Agreement shall be obligated to purchase the full
amount thereof in the proportions that their respec-
tive underwriting obligations bear to the underwrit-
ing obligations of all nondefaulting Underwriters,
or
(b) if the number of Defaulted Securities
exceeds 10% of the Certificates to be purchased
pursuant to such Terms Agreement, the applicable
Terms Agreement shall terminate without liability on
the part of any nondefaulting Underwriter.
No action taken pursuant to this Section shall
relieve any defaulting Underwriter from liability in
respect of its default under this Agreement and the
applicable Terms Agreement.
In the event of any such default that does not
result in the termination of the applicable Terms Agree-
ment, either you or the Company shall have the right to
postpone the applicable Closing Date for a period not
exceeding seven days in order to effect any required
changes in the Registration Statement or Prospectus or in
any other documents or arrangements. As used herein, the
term "Underwriter" includes any person substituted for an
Underwriter under this Section 10.
Section 11. Notices. All notices and other commu-
nications under this Agreement and any Terms Agreement
shall be in writing and shall be deemed to have been duly
given if delivered, mailed or transmitted by any standard
form of telecommunication. Notices to the Underwriters
shall be directed to you at World Financial Center, Xxxxx
Xxxxx, Xxx Xxxx, XX 00000, or in respect of any Terms
Agreement, to such other person and place as may be
specified therein; notices to the Company shall be di-
rected to it at Credit Card Receivables Funding Corpora-
tion, 000 Xxxx Xxxxxx, Xxxxxx, Xxx Xxxxxxxxx 00000,
attention of ________________; and notices to the Bank
shall be directed to [BankBoston (NH), National Associa-
tion, 000 Xxxx Xxxxxx, Xxxxxx, Xxx Xxxxxxxxx 00000,
attention of ____________________.]
Section 12. Parties. This Agreement herein set
forth and any Terms Agreement is made solely for the
benefit of any Underwriter which becomes a party to a
Terms Agreement, the Company, the Bank and, to the extent
expressed, any person controlling the Company, the Bank
or any such Underwriter, and the directors of the Compa-
ny, its officers who have signed the Registration State-
ment, and their respective executors, administrators,
successors and assigns and, subject to the provisions of
Section 10, no other person shall acquire or have any
right under or by virtue of this Agreement. The term
"successors and assigns" shall not include any purchaser,
as such purchaser, from any Underwriter of the Certifi-
xxxxx. All of the obligations of any Underwriters here-
under and under any Terms Agreement are several and not
joint.
Section 13. Governing Law and Time. THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE
CONFLICTS OF LAW PROVISIONS THEREOF. SPECIFIED TIMES OF
DAY REFER TO NEW YORK CITY TIME.
Section 14. Counterparts. This Agreement may be
executed in one or more counterparts and when a counter-
part has been executed by each party, all such counter-
parts taken together shall constitute one and the same
agreement.
If the foregoing is in accordance with your under-
standing of our agreement, please sign and return to us a
counterpart hereof, whereupon this instrument will become
a binding agreement between the Company and each Under-
writer in accordance with its terms.
Very truly yours,
CREDIT CARD RECEIVABLES FUNDING
CORPORATION
By:________________________
Name:
Title:
BANKBOSTON (NH), NATIONAL
ASSOCIATION
By:________________________
Name:
Title:
Confirmed and accepted as of
the date first above written:
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By: ________________________________
Name:
Title:
Exhibit A
BANKBOSTON CREDIT CARD MASTER TRUST
[Title of Securities]
TERMS AGREEMENT
Dated: , 199_
To: Credit Card Receivables Funding Corporation
000 Xxxx Xxxxxx
Xxxxxx, Xxx Xxxxxxxxx 00000
BankBoston (NH), National Association
000 Xxxx Xxxxxx
Xxxxxx, Xxx Xxxxxxxxx 00000
Re: Underwriting Agreement dated
Ladies and Gentlemen:
We (the "Representative[s]") understand that Credit
Card Receivable Funding Corporation, a Delaware corporation
(the "Company"), proposes to issue and sell $______ of
Certificates to be issued by BankBoston Credit Card Master
Trust. This Agreement is the Terms Agreement referred to in
the underwriting agreement dated___________, 199_ (the
"Underwriting Agreement"). Subject to the terms and condi-
tions set forth herein or incorporated by reference herein,
the Underwriters named below (the "Underwriters") offer to
purchase, severally and not jointly, the respective Certifi-
xxxxx.
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 Agree-
ment as such Underwriting Agreement is incorporated herein
and made a part hereof.
Terms of the Certificates:
Initial In- Interest Rate
Class vested Amount or Formula Price to Public (1)
Class _ $___________ ____% _________%
Class _ $ __________ ____% _________%
(1) Plus accrued interest at the applicable rate from
____________.
Distribution Dates: the __th calendar day of each Month,
commencing _______, ____.
Certificate Ratings:
Class _: ___ by Standard & Poor's
___ by Xxxxx'x
Class _: _ by Standard & Poor's
_ by Xxxxx'x
Credit Enhancement Provider:
Trustee: The Bank of New York
Pooling and Servicing Agreement: Dated __________, ____,
among Credit Card Receivables Funding Corporation, as Trans-
feror, BankBoston (NH), National Association,as Servicer,
and [_________], as Trustee, on behalf of the Certificate-
holders of Bank Boston Credit Card Master Trust
Supplement: Series ______ Supplement, dated ______, ____,
among Credit Card Receivables Financing Corporation, as
Transferor, BankBoston (NH), National Association, as
Servicer, and [________], as Trustee, on behalf of the
Series _______ Certificateholders
Purchase Price:
The purchase price payable by the Underwriters for
the Certificates covered by this Agreement will be the
following percentage of the principal amounts to be issued:
Per Class A Certificate: __________%
Per Class B Certificate: __________%
Registration Statement: Registration No. 333-29495
Underwriting Commissions, Concessions and Discounts:
The Underwriters' discounts and commissions, 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
principal amount of the Class _ and Class _ Certificates,
shall be as follows:
Underwriting
Discounts Selling
Class and Concessions Concessions Reallowance
Class _ _____% _____% _____%
Class _ _____% _____% _____%
Closing Date: ______, ____, 10:00 a.m., New York Time
Location of Closing: Skadden, Arps, Slate, Xxxxxxx & Xxxx
LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
Payment for the Certificates: Wire transfer of same day
funds
Blue Sky Fees: Up to $
Opinion Modifications:
Other securities being offered concurrently: .
Currency:
Redemption provisions:
Listing requirement: [None] [NYSE] [BSE] [Luxembourg]
Reimbursement of expenses:
Other terms and conditions:
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 understand-
ing of the agreement among the Underwriters and the Company,
please sign and return to the undersigned a counterpart
hereof, whereupon this instrument, along with all counter-
parts and together with the Underwriting Agreement, shall be
a binding agreement among the Underwriters named herein, the
Bank and the Company in accordance with its terms and the
terms of the Underwriting Agreement.
Very truly yours,
[Representatives[s]]
By: ________________
Acting on behalf of themselves
and the other named Underwrit-
ers
Confirmed and accepted as of
the date first above written:
CREDIT CARD RECEIVABLES FUNDING CORPORATION
By: ______________________
Name and Title:
BANKBOSTON (NH), NATIONAL ASSOCIATION
By: ______________________
Name and Title:
SCHEDULE I
UNDERWRITERS
$___________ Principal Amount of Class _ ____% Asset Backed
Certificates, Series ______
Underwriters Principal Amount
_____________
Total $
$__________ Principal Amount of Class _ ____% Asset Backed
Certificates, Series ______
Underwriters Principal Amount
_____________________ $__________
