-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
FIRST BANK OF SOUTH DAKOTA (NATIONAL ASSOCIATION)
Transferor
FBS CARD SERVICES, INC.
Servicer
and
CITIBANK, N.A.
Trustee
on behalf of the Certificateholders
--------------------------------------------------
SERIES 1997-1 SUPPLEMENT
Dated as of February 27, 1997
to
POOLING AND SERVICING AGREEMENT
Dated as of February 1, 1997
--------------------------------------------------
FIRST BANK CORPORATE CARD MASTER TRUST
Series 1997-1
--------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
SECTION 1. Designation................................................... 1
SECTION 2. Definitions................................................... 2
SECTION 3. Servicing Compensation and Assignment
of Net Interchange.......................................... 26
SECTION 4. Reassignment and Transfer Terms............................... 29
SECTION 5. Delivery and Payment for the Investor
Certificates................................................ 29
SECTION 6. Depository; Form of Delivery of Investor
Certificates................................................ 30
SECTION 7. Article IV of Agreement....................................... 30
SECTION 4.4 Rights of Certificateholders................................. 30
SECTION 4.5 Allocations.................................................. 31
SECTION 4.6 Determination of Monthly Interest............................ 34
SECTION 4.7 Determination of Monthly Principal........................... 36
SECTION 4.8 Coverage of Required Amount.................................. 38
SECTION 4.9 Monthly Allocations.......................................... 41
SECTION 4.10 Investor Charge-Offs......................................... 45
SECTION 4.11 Excess Spread and
Shared Excess Yield Collections............................ 48
SECTION 4.12 Reallocated Principal Collections............................ 50
SECTION 4.13 Shared Principal Collections................................. 51
SECTION 4.14 Shared Excess Yield Collections.............................. 52
SECTION 4.15 Interest Funding Account..................................... 52
SECTION 4.16 Principal Funding Account.................................... 54
SECTION 4.17 Reserve Account.............................................. 55
SECTION 4.18 Overconcentration Account.................................... 57
SECTION 4.19 Transferor's or Servicer's Failure
to Make a Deposit or Payment............................... 60
SECTION 8. Article V of the Agreement.................................... 60
SECTION 5.1 Distributions................................................. 61
SECTION 5.2 Series 1997-1
Certificateholders' Statement............................... 62
SECTION 9. Early Amortization Events..................................... 62
SECTION 10. Series 1997-1 Termination..................................... 64
SECTION 11. Counterparts.................................................. 64
SECTION 12. Governing Law................................................. 65
SECTION 13. No Petition................................................... 65
i
SECTION 14. Tax Representation and Covenant............................... 65
EXHIBITS
EXHIBIT A-1 Form of Class A Certificate
EXHIBIT A-2 Form of Class B Certificate
EXHIBIT B Form of Monthly Payment Instructions
and Notification to the Trustee
EXHIBIT C Form of Series 1997-1 Certificateholders' Statement
ii
SERIES 1997-1 SUPPLEMENT, dated as of February 27, 1997 (this "SERIES
SUPPLEMENT"), among FIRST BANK OF SOUTH DAKOTA (NATIONAL ASSOCIATION), a
national banking association, as Transferor, FBS CARD SERVICES, INC., a
Minnesota corporation, as Servicer, and CITIBANK, N.A., not in its individual
capacity, but solely as Trustee under the Pooling and Servicing Agreement, dated
as of February 1, 1997, among First Bank of South Dakota (National Association),
FBS Card Services, Inc. and the Trustee (the "AGREEMENT").
Pursuant to this Series Supplement, the Transferor and the Trust shall
create a Series of Investor Certificates and shall specify the Principal Terms
thereof.
SECTION I DESIGNATION.(a) There is hereby created a Series of
Investor Certificates to be issued in two Classes pursuant to the Agreement and
this Series Supplement and to be known together as the "SERIES 1997-1
CERTIFICATES." The two Classes shall be designated as the Class A 6.40% Asset
Backed Certificates, Series 1997-1 (the "CLASS A CERTIFICATES") and the Class B
6.55% Asset Backed Certificates, Series 1997-1 (the "CLASS B CERTIFICATES").
The Class A Certificates and the Class B Certificates shall be substantially in
the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is
hereby created a third Class of an uncertificated interest in the Trust which
shall be deemed to be an "Investor Certificate" for all purposes under the
Agreement and this Series Supplement, except as expressly provided herein, and
which shall be known as the Collateral Investor Interest, Series 1997-1 (the
"COLLATERAL INVESTOR INTEREST").
(b) The Collateral Interest Holder, as holder of an "Investor
Certificate" under the Agreement, shall be entitled to the benefits of the
Agreement and this Series Supplement upon payment by the Collateral Interest
Holder of amounts owing on the Closing Date pursuant to the Loan Agreement.
Notwithstanding the foregoing, except as expressly provided herein, the
provisions of Article VI and Article XII of the Agreement relating to the
registration, authentication, delivery, presentation, cancellation and surrender
of Registered Certificates and the Opinion of Counsel described in Section
6.9(b)(d)(i)
shall not be applicable to the Collateral Investor Interest.
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. All Article,
Section or subsection references herein shall mean Articles, Sections or
subsections of the Agreement, except as otherwise provided herein. All
capitalized terms not otherwise defined herein are defined in the Agreement.
Each capitalized term defined herein shall relate only to the Investor
Certificates and no other Series of Certificates issued by the Trust.
"ACCUMULATION PERIOD" shall mean, unless an Early Amortization Event
shall have occurred prior thereto, the period commencing at the opening of
business on the first day of the December 2001 Collection Period, or such later
date as is determined in accordance with subsection 4.9(f) and ending on the
first to occur of (a) the commencement of the Early Amortization Period, (b) the
payment in full of the Invested Amount or (c) the Series 1997-1 Termination
Date.
"ACCUMULATION PERIOD FACTOR" shall mean, for each Collection Period, a
fraction, the numerator of which is equal to the sum of the initial invested
amounts (or other amounts specified in the applicable Supplement) of all
outstanding Series, and the denominator of which is equal to the sum of (a) the
Initial Invested Amount, (b) the initial invested amounts (or other amounts
specified in the applicable Supplement) of all outstanding Series (other than
Series 1997-1) which are not expected to be in their revolving periods, and (c)
the initial invested amounts (or other amounts specified in the applicable
Supplement) of all other outstanding Series which are not allocating Shared
Principal Collections to other Series and are in their revolving periods.
"ACCUMULATION PERIOD LENGTH" shall have the meaning assigned such term
in subsection 4.9(f).
"ADJUSTED INVESTED AMOUNT" shall mean, with respect to any date of
determination, an amount equal to
2
the sum of (a) the Class A Adjusted Invested Amount, (b) the Class B Invested
Amount and (c) the Collateral Invested Amount.
"AVAILABLE INVESTOR PRINCIPAL COLLECTIONS" shall mean, with respect to
any Collection Period, an amount equal to (a) the Investor Principal Collections
for such Collection Period, MINUS (b) the amount of Reallocated Principal
Collections with respect to such Collection Period which pursuant to Section
4.12 are required to fund the Class A Required Amount and the Class B Required
Amount, PLUS (c) the amount of any Shared Principal Collections that are
allocated to Series 1997-1 in accordance with subsection 4.13(b).
"AVAILABLE OVERCONCENTRATION ACCOUNT AMOUNT" shall mean, with respect
to any Transfer Date, the lesser of (a) the amount on deposit in the
Overconcentration Account on such date (after taking into account any interest
and earnings retained in the Overconcentration Account pursuant to subsection
4.18(b) on such date, but before giving effect to any deposit made or to be made
pursuant to subsection 4.11(k) to the Overconcentration Account on such date)
and (b) the Required Overconcentration Account Amount.
"AVAILABLE RESERVE ACCOUNT AMOUNT" shall mean, with respect to any
Transfer Date, the lesser of (a) the amount on deposit in the Reserve Account on
such date (after taking into account any interest and earnings retained in the
Reserve Account pursuant to subsection 4.17(b) on such date, but before giving
effect to any deposit made or to be made pursuant to subsection 4.11(j) to the
Reserve Account on such date) and (b) the Required Reserve Account Amount.
"BASE RATE" shall mean, with respect to any Collection Period, the
annualized percentage equivalent of a fraction, the numerator of which is the
sum of the Class A Monthly Interest, the Class B Monthly Interest and the
Collateral Monthly Interest, each with respect to the Distribution Date
immediately following such Collection Period, and the Class A Servicing Fee, the
Class B Servicing Fee and the Collateral Servicing Fee, each with respect to the
Transfer Date immediately following such Collection Period, and the denominator
of which is the
3
Invested Amount as of the close of business on the last day of such Collection
Period.
"CLASS A ADDITIONAL INTEREST" shall have the meaning specified in
subsection 4.6(a).
"CLASS A ADJUSTED INVESTED AMOUNT" shall mean, with respect to any
date of determination, an amount equal to the Class A Invested Amount on such
date of determination MINUS the Principal Funding Account Balance on such date
of determination.
"CLASS A AVAILABLE FUNDS" shall mean, with respect to any Collection
Period, an amount equal to the sum of (a) the Class A Floating Percentage of
Yield Collections (including net investment earnings on funds on deposit in the
Excess Funding Account) deposited in the Collection Account for such Collection
Period (or to be deposited in the Collection Account on the related Transfer
Date with respect to such Collection Period pursuant to the third paragraph of
subsection 4.3(a) of the Agreement and subsection 3(b) of this Series
Supplement), excluding the portion of Yield Collections attributable to Net
Interchange that is allocable to Servicer Interchange, (b) if such Collection
Period relates to a Distribution Date that occurs on or prior to the payment in
full of the Class A Invested Amount, the Principal Funding Investment Proceeds
arising pursuant to subsection 4.16(b), if any, with respect to the related
Transfer Date and (c) amounts, if any, to be withdrawn from the Reserve Account
which will be deposited into the Collection Account on the related Transfer Date
pursuant to subsections 4.17(b) and 4.17(d).
"CLASS A CERTIFICATEHOLDER" shall mean the Person in whose name a
Class A Certificate is registered in the Certificate Register.
"CLASS A CERTIFICATE RATE" shall mean a rate equal to 6.40% per annum.
Interest with respect to the Class A Certificates shall be computed on the basis
of a 360-day year consisting of twelve 30-day months for all purposes of this
Series Supplement and the Agreement.
"CLASS A CERTIFICATES" shall mean any of the certificates executed by
the Transferor and authenticated
4
by or on behalf of the Trustee, substantially in the form of Exhibit A-1 hereto.
"CLASS A DEFICIENCY AMOUNT" shall have the meaning specified in
subsection 4.6(a).
"CLASS A EXPECTED FINAL PAYMENT DATE" shall mean the February 2002
Distribution Date.
"CLASS A FIXED PERCENTAGE" shall mean, with respect to any
Collection Period following the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of
which is the Class A Invested Amount as of the close of business on the last
day of the Revolving Period and the denominator of which is equal to the
greater of (i) the sum of (A) the Trust Principal Component as of the close
of business on the last day of the immediately preceding Collection Period
and (B) the Excess Funding Amount as of the close of business on such day and
(ii) the sum of the numerators used to calculate the allocation percentages
with respect to Principal Collections for all Series outstanding as of the
date on which such determination is being made.
"CLASS A FLOATING PERCENTAGE" shall mean, with respect to any
Collection Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Class A Adjusted
Invested Amount as of the close of business on the last day of the
immediately preceding Collection Period (or, with respect to the first
Collection Period applicable to Series 1997-1, the Class A Initial Invested
Amount) and the denominator of which is equal to the greater of (i) the sum
of (A) the Trust Principal Component as of the close of business on the last
day of the immediately preceding Collection Period and (B) the Excess Funding
Amount as of the close of business on such day and (ii) the sum of the
numerators used to calculate the allocation percentages with respect to Yield
Collections and Defaulted Receivables for all Series outstanding as of the
date on which such determination is being made.
"CLASS A INITIAL INVESTED AMOUNT" shall mean the aggregate initial
principal balance of the Class A Certificates, which is $394,800,000.
5
"CLASS A INVESTED AMOUNT" shall mean, on any date of determination,
an amount equal to (a) the Class A Initial Invested Amount, MINUS (b) the
aggregate amount of principal payments made to the Class A Certificateholders
prior to such date, MINUS (c) the aggregate amount of unreimbursed Class A
Investor Charge-Offs for all prior Transfer Dates; PROVIDED, HOWEVER, that
the Class A Invested Amount may not be reduced below zero.
"CLASS A INVESTOR CHARGE-OFFS" shall have the meaning specified in
subsection 4.10(a).
"CLASS A INVESTOR DEFAULT AMOUNT" shall mean, with respect to each
Transfer Date, an amount equal to the product of (a) the Default Amount for
the related Collection Period and (b) the Class A Floating Percentage
applicable during the related Collection Period.
"CLASS A INVESTOR PERCENTAGE" shall mean, with respect to any
Collection Period, (a) with respect to Yield Collections and Defaulted
Receivables at any time or Principal Collections during the Revolving Period,
the Class A Floating Percentage and (b) with respect to Principal Collections
during the Accumulation Period or the Early Amortization Period, the Class A
Fixed Percentage.
"CLASS A MONTHLY INTEREST" shall mean the monthly interest
distributable in respect of the Class A Certificates as calculated in
accordance with subsection 4.6(a).
"CLASS A MONTHLY PRINCIPAL" shall mean the monthly principal
distributable in respect of the Class A Certificates as calculated in
accordance with subsection 4.7(a).
"CLASS A REQUIRED AMOUNT" shall have the meaning specified in
subsection 4.8(a).
"CLASS A SERVICING FEE" shall have the meaning specified in
subsection 3(a).
"CLASS B ADDITIONAL INTEREST" shall have the meaning specified in
subsection 4.6(b).
6
"CLASS B AVAILABLE FUNDS" shall mean, with respect to any Collection
Period, an amount equal to the Class B Floating Percentage of Yield
Collections (including net investment earnings on funds on deposit in the
Excess Funding Account) deposited in the Collection Account for such
Collection Period (or to be deposited in the Collection Account on the
related Transfer Date with respect to such Collection Period pursuant to the
third paragraph of subsection 4.3(a) of the Agreement and subsection 3(b) of
this Series Supplement), excluding the portion of Yield Collections
attributable to Net Interchange that is allocable to Servicer Interchange.
"CLASS B CERTIFICATEHOLDER" shall mean the Person in whose name a
Class B Certificate is registered in the Certificate Register.
"CLASS B CERTIFICATE RATE" shall mean a rate equal to 6.55% per
annum. Interest with respect to the Class B Certificates shall be computed on
the basis of a 360-day year consisting of twelve 30-day months for all
purposes of this Series Supplement and the Agreement.
"CLASS B CERTIFICATES" shall mean any of the certificates executed
by the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-2 hereto.
"CLASS B DEFICIENCY AMOUNT" shall have the meaning specified in
subsection 4.6(b).
"CLASS B EXPECTED FINAL PAYMENT DATE" shall mean the February 2002
Distribution Date.
"CLASS B FIXED PERCENTAGE" shall mean, with respect to any
Collection Period following the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of
which is the Class B Invested Amount as of the close of business on the last
day of the Revolving Period and the denominator of which is equal to the
greater of (i) the sum of (A) the Trust Principal Component as of the close
of business on the last day of the immediately preceding Collection Period
and (B) the Excess Funding Amount as of the close of business on such day and
(ii) the sum of the numerators used to calculate the allocation percentages
with respect to Principal Collections for all Series
7
outstanding as of the date on which such determination is being made.
"CLASS B FLOATING PERCENTAGE" shall mean, with respect to any
Collection Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Class B Invested
Amount as of the close of business on the last day of the immediately
preceding Collection Period (or, with respect to the first Collection Period
applicable to Series 1997-1, the Class B Initial Invested Amount) and the
denominator of which is equal to the greater of (i) the sum of (A) the Trust
Principal Component as of the close of business on the last day of the
immediately preceding Collection Period and (B) the Excess Funding Amount as
of the close of business on such day and (ii) the sum of the numerators used
to calculate the allocation percentages with respect to Yield Collections and
Defaulted Receivables for all Series outstanding as of the date on which such
determination is being made.
"CLASS B INITIAL INVESTED AMOUNT" shall mean the aggregate initial
principal balance of the Class B Certificates, which is $6,300,000.
"CLASS B INVESTED AMOUNT" shall mean, on any date of determination,
an amount equal to (a) the Class B Initial Invested Amount, MINUS (b) the
aggregate amount of principal payments made to the Class B Certificateholders
prior to such date, MINUS (c) the aggregate amount of Class B Investor
Charge-Offs for all prior Transfer Dates, MINUS (d) the amount of the
Reallocated Class B Principal Collections allocated pursuant to subsection
4.12(a) on all prior Transfer Dates, MINUS (e) an amount equal to the amount
by which the Class B Invested Amount has been reduced on all prior Transfer
Dates pursuant to subsection 4.10(a), PLUS (f) the aggregate amount of Excess
Spread and Shared Excess Yield Collections allocated and available on all
prior Transfer Dates pursuant to subsection 4.11(e), for the purpose of
reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and
(e); PROVIDED, HOWEVER, that the Class B Invested Amount may not be reduced
below zero.
"CLASS B INVESTOR CHARGE-OFFS" shall have the meaning specified in
subsection 4.10(b).
8
"CLASS B INVESTOR DEFAULT AMOUNT" shall mean, with respect to each
Transfer Date, an amount equal to the product of (a) the Default Amount for
the related Collection Period and (b) the Class B Floating Percentage
applicable during the related Collection Period.
"CLASS B INVESTOR PERCENTAGE" shall mean, with respect to any
Collection Period, (a) with respect to Yield Collections and Defaulted
Receivables at any time or Principal Collections during the Revolving Period,
the Class B Floating Percentage and (b) with respect to Principal Collections
during the Accumulation Period or the Early Amortization Period, the Class B
Fixed Percentage.
"CLASS B MONTHLY INTEREST" shall mean the monthly interest
distributable in respect of the Class B Certificates as calculated in
accordance with subsection 4.6(b).
"CLASS B MONTHLY PRINCIPAL" shall mean the monthly principal
distributable in respect of the Class B Certificates as calculated in
accordance with subsection 4.7(b).
"CLASS B REQUIRED AMOUNT" shall have the meaning specified in
subsection 4.8(b).
"CLASS B SERVICING FEE" shall have the meaning specified in
subsection 3(a).
"CLOSING DATE" shall mean February 27, 1997.
"CODE" shall mean the Internal Revenue Code of 1986, as amended.
"COLLATERAL AVAILABLE FUNDS" shall mean, with respect to any
Collection Period, an amount equal to the Collateral Floating Percentage of
Yield Collections (including net investment earnings on funds on deposit in
the Excess Funding Account) deposited in the Collection Account for such
Collection Period (or to be deposited in the Collection Account on the
related Transfer Date with respect to such Collection Period pursuant to the
third paragraph of subsection 4.3(a) of the Agreement and subsection 3(b) of
this Series Supplement), excluding the
9
portion of Yield Collections attributable to Net Interchange that is allocable
to Servicer Interchange.
"COLLATERAL FIXED PERCENTAGE" shall mean, with respect to any
Collection Period following the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of
which is the Collateral Invested Amount as of the close of business on the
last day of the Revolving Period and the denominator of which is equal to the
greater of (i) the sum of (A) the Trust Principal Component as of the close
of business on the last day of the immediately preceding Collection Period
and (B) the Excess Funding Amount as of the close of business on such day and
(ii) the sum of the numerators used to calculate the allocation percentages
with respect to Principal Collections for all Series outstanding as of the
date on which such determination is being made.
"COLLATERAL FLOATING PERCENTAGE" shall mean, with respect to any
Collection Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Collateral Invested
Amount as of the close of business on the last day of the immediately
preceding Collection Period (or, with respect to the first Collection Period
applicable to Series 1997-1, the Collateral Initial Invested Amount) and the
denominator of which is equal to the greater of (i) the sum of (A) the Trust
Principal Component as of the close of business on the last day of the
immediately preceding Collection Period and (B) the Excess Funding Amount as
of the close of business on such day and (ii) the sum of the numerators used
to calculate the allocation percentages with respect to Yield Collections and
Defaulted Receivables for all Series outstanding as of the date on which such
determination is being made.
"COLLATERAL INITIAL INVESTED AMOUNT" shall mean the aggregate
initial principal balance of the Collateral Investor Interest, which is
$18,900,000.
"COLLATERAL INTEREST HOLDER" shall mean the entity so designated in
the Loan Agreement.
"COLLATERAL INVESTED AMOUNT" shall mean, on any date of
determination, an amount equal to (a) the Collateral Initial Invested Amount,
MINUS (b) the aggregate
10
amount of principal payments made to the Collateral Interest Holder prior to
such date, MINUS (c) the aggregate amount of Collateral Investor Charge-Offs for
all prior Transfer Dates, MINUS (d) the amount of Reallocated Collateral
Principal Collections allocated pursuant to subsections 4.12(a) and (b) on all
prior Transfer Dates, MINUS (e) an amount equal to the amount by which the
Collateral Invested Amount has been reduced on all prior Transfer Dates pursuant
to subsections 4.10(a) and (b), and PLUS (f) the aggregate amount of Excess
Spread and Shared Excess Yield Collections allocated and available on all prior
Transfer Dates pursuant to subsection 4.11(i) for the purpose of reimbursing
amounts deducted pursuant to the foregoing clauses (c), (d) and (e); PROVIDED,
HOWEVER, that the Collateral Invested Amount may not be reduced below zero.
"COLLATERAL INVESTOR CHARGE-OFFS" shall have the meaning specified
in subsection 4.10(c).
"COLLATERAL INVESTOR DEFAULT AMOUNT" shall mean, with respect to any
Transfer Date, an amount equal to the product of (a) the Default Amount for
the related Collection Period and (b) the Collateral Floating Percentage
applicable during the related Collection Period.
"COLLATERAL INVESTOR INTEREST" shall have the meaning specified in
the recitals hereto.
"COLLATERAL INVESTOR RECORD DATE" shall mean, with respect to any
Distribution Date, the last Business Day of the calendar month immediately
preceding such Distribution Date.
"COLLATERAL MONTHLY INTEREST" shall mean the monthly interest
distributable in respect of the Collateral Investor Interest as calculated in
accordance with subsection 4.6(c).
"COLLATERAL MONTHLY PRINCIPAL" shall mean the monthly principal
distributable in respect of the Collateral Investor Interest as calculated in
accordance with subsection 4.7(c).
"COLLATERAL PERCENTAGE" shall mean, with respect to any Collection
Period, (a) with respect to Yield Collections and Defaulted Receivables at
any time or
11
Principal Collections during the Revolving Period, the Collateral Floating
Percentage and (b) with respect to Principal Collections during the Accumulation
Period or the Early Amortization Period, the Collateral Fixed Percentage.
"COLLATERAL RATE" shall mean, for any Interest Period, the rate or
rates specified in the Loan Agreement.
"COLLATERAL REQUIRED AMOUNT" shall have the meaning specified in
subsection 4.8(c).
"COLLATERAL SERVICING FEE" shall have the meaning specified in
subsection 3(a).
"COLLECTION PERIOD" shall have the meaning specified in the
Agreement, except that the first Collection Period with respect to the
Investor Certificates shall begin on and include February 1, 1997 and shall
end on and include February 28, 1997.
"CONTROLLED ACCUMULATION AMOUNT" shall mean (a) for any Transfer
Date with respect to the Accumulation Period prior to the payment in full of
the Class A Invested Amount, $197,400,000; PROVIDED, HOWEVER, that if the
Accumulation Period Length is determined to be less than two (2) months
pursuant to subsection 4.9(f), 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 $394,800,000, and (b)
for any Transfer Date with respect to the Accumulation Period after payment
in full of the Class A Invested Amount, an amount equal to the Class B
Invested Amount on such Transfer Date.
"CONTROLLED DEPOSIT AMOUNT" shall mean, for any Transfer Date with
respect to the Accumulation Period, an amount equal to the sum of the
Controlled Accumulation Amount for such Transfer Date and any Deficit
Controlled Accumulation Amount for the immediately preceding Transfer Date.
"CORPORATE CUSTOMER" shall mean the Person, other than an employee
cardholder, who is listed as the customer on a Corporate Card Agreement or
Purchasing Card Agreement.
12
"COVERED AMOUNT" shall mean, for any Transfer Date with respect to
the Accumulation Period or the first Special Payment Date of the Early
Amortization Period, an amount equal to one-twelfth (1/12) of the product of
(a) the Class A Certificate Rate and (b) the Principal Funding Account
Balance, if any, as of the Record Date preceding such Transfer Date.
"CUMULATIVE SERIES PRINCIPAL SHORTFALL" shall mean the sum of the
Series Principal Shortfalls (as such term is defined in each of the related
Series Supplements) for each Series.
"CUMULATIVE SERIES YIELD SHORTFALL" shall mean the sum of the Series
Yield Shortfalls (as such term is defined in each of the related Supplements,
including this Series Supplement) for each Series.
"DAILY PRINCIPAL SHORTFALL" shall mean, on any date of
determination, the excess of the Monthly Principal Payment for the Collection
Period relating to such date over the month to date amount of Principal
Collections processed for such Collection Period allocable to investor
certificates of all outstanding Series, not subject to reallocation, which
are on deposit or to be deposited in the Collection Account on such date.
"DEFICIENCY AMOUNT" shall mean, at any time of determination, the
sum of the Class A Deficiency Amount and the Class B Deficiency Amount.
"DEFICIT CONTROLLED ACCUMULATION AMOUNT" shall mean (a) on the first
Transfer Date with respect to the Accumulation Period, the excess, if any, of
the Controlled Accumulation Amount for such Transfer Date over the amount
distributed from the Collection Account pursuant to subsection 4.9(e)(i) with
respect to the Class A Certificates for such Transfer Date and (b) on each
subsequent Transfer Date with respect to the Accumulation Period, the excess,
if any, of the Controlled Deposit Amount for such subsequent Transfer Date
over the amount distributed from the Collection Account pursuant to
subsection 4.9(e)(i) with respect to the Class A Certificates for such
subsequent Transfer Date.
"DISTRIBUTION DATE" shall mean March 17, 1997 and the 15th of each
calendar month thereafter, or if any
13
such 15th day is not a Business Day, the next succeeding Business Day.
"EARLY AMORTIZATION COMMENCEMENT DATE" shall mean the date on which
a Trust Early Amortization Event is deemed to occur pursuant to Section 9.1
of the Agreement or a Series Early Amortization Event is deemed to occur
pursuant to Section 9 hereof.
"EARLY AMORTIZATION PERIOD" shall mean the Amortization Period
commencing on the Early Amortization Commencement Date and ending on the
earlier of (a) the date on which the Invested Amount has been paid in full
and (b) the Series 1997-1 Termination Date.
"ENHANCEMENT" shall mean (a) with respect to the Class A
Certificates, amounts available on deposit in the Overconcentration Account
and the subordination of the Class B Certificates and the Collateral Investor
Interest, and (b) with respect to the Class B Certificates, amounts available
on deposit in the Overconcentration Account and the subordination of the
Collateral Investor Interest.
"ENHANCEMENT SURPLUS" shall have the meaning set forth in subsection
4.7(c)(i).
"EXCESS PRINCIPAL FUNDING INVESTMENT PROCEEDS" shall mean, with
respect to each Transfer Date relating to the Accumulation Period, the
amount, if any, by which the Principal Funding Investment Proceeds for such
Transfer Date exceeds the Covered Amount for such Transfer Date.
"EXCESS SPREAD" shall mean, with respect to any Transfer Date, the
sum of the amounts with respect to such Transfer Date, if any, specified
pursuant to subsections 4.9(a)(iv), 4.9(b)(iii) and 4.9(c)(ii).
"FIXED ALLOCATION PERCENTAGE" shall mean, with respect to any
Collection Period, the sum of the Class A Fixed Percentage, the Class B Fixed
Percentage and the Collateral Fixed Percentage for such Collection Period.
"FLOATING ALLOCATION PERCENTAGE" shall mean, with respect to any
Collection Period, the sum of the Class A Floating Percentage, the Class B
Floating Per-
14
centage and the Collateral Floating Percentage for such Collection Period.
"IMPLIED RATING" shall mean, as of any date of determination and
with respect to any company, a rating implied based upon the Standard &
Poor's rating for long-term debt or claims paying ability that is in effect
for such company in accordance with the following rules: (i) a company with a
Standard & Poor's rating for long-term debt or claims paying ability of A+ to
AAA will be assigned an Implied Rating of A-1+; (ii) a company with a
Standard & Poor's rating for long-term debt or claims paying ability of A- to
A will be assigned an Implied Rating of A-1; (iii) a company with a Standard
& Poor's rating for long-term debt or claims paying ability of BBB to BBB+
will be assigned an Implied Rating of A-2; (iv) a company with a Standard &
Poor's rating for long-term debt or claims paying ability of BBB- will be
assigned an Implied Rating of A-3; and (v) a company with a Standard & Poor's
rating for long-term debt or claims paying ability of below BBB- will be
assigned an Implied Rating of "below A-3."
"INITIAL INVESTED AMOUNT" shall mean $420,000,000.
"INTEREST FUNDING ACCOUNT" shall have the meaning set forth in
subsection 4.15(a).
"INTEREST PAYMENT DATE" shall mean the 15th day of February and
August of each year, commencing August 15, 1997 (or, if any such day is not a
Business Day, the next succeeding Business Day) and the Class A Expected
Final Payment Date with respect to the Class A Certificates and the Class B
Expected Final Payment Date with respect to the Class B Certificates.
"INTEREST PERIOD" shall mean, (i) with respect to any Interest
Payment Date or the first Special Payment Date, the period from and including
the 15th day of the calendar month in which the previous Interest Payment
Date occurred through the day preceding the 15th day of the calendar month in
which such Interest Payment Date or first Special Payment Date occurs, except
that the initial Interest Period shall be the period from and including the
Closing Date through the day preceding the earlier of the first Interest
Payment Date or the first Spe-
15
cial Payment Date; (ii) with respect to any other Special Payment Date, the
period from and including the 15th day of the calendar month in which the
previous Special Payment Date occurred through the day preceding the 15th day of
the calendar month in which such Special Payment Date occurs; and (iii) with
respect to the Collateral Investor Interest and any Distribution Date, the
period from and including the previous Distribution Date through the day
preceding such Distribution Date, except that the initial Interest Period shall
be the period from and including the Closing Date through the day preceding the
first Distribution Date.
"INVESTED AMOUNT" shall mean, on any date of determination, an
amount equal to the sum of (a) the Class A Invested Amount, (b) the Class B
Invested Amount and (c) the Collateral Invested Amount, each as of such date.
"INVESTOR CERTIFICATEHOLDER" shall mean (a) with respect to the
Class A Certificates, the holder of record of a Class A Certificate, (b) with
respect to the Class B Certificates, the holder of record of a Class B
Certificate and (c) with respect to the Collateral Investor Interest, the
Collateral Interest Holder.
"INVESTOR CERTIFICATES" shall mean the Class A Certificates, the
Class B Certificates and the Collateral Investor Interest.
"INVESTOR DEFAULT AMOUNT" shall mean, with respect to any Collection
Period, an amount equal to the sum of (a) the Class A Investor Default
Amount, (b) the Class B Investor Default Amount and (c) the Collateral
Investor Default Amount, each with respect to such Collection Period.
"INVESTOR PERCENTAGE" shall mean for any Collection Period, (a) with
respect to Yield Collections and Defaulted Receivables at any time or
Principal Collections during the Revolving Period, the Floating Allocation
Percentage and (b) with respect to Principal Collections during the
Accumulation Period or the Early Amortization Period, the Fixed Allocation
Percentage.
"INVESTOR PRINCIPAL COLLECTIONS" shall mean, with respect to any
Collection Period, the sum of (a) the
16
aggregate amount deposited into the Collection Account for such Collection
Period pursuant to subsections 4.5(a)(ii), (iii) and (iv), 4.5(b)(ii), (iii) and
(iv) or 4.5(c)(ii), in each case, as applicable to such Collection Period and
(b) the aggregate amount to be treated as Investor Principal Collections
pursuant to subsections 4.9(a)(iii) and 4.11(a) (to the extent allocable to the
Class A Investor Default Amount), (b), (d), (e), (h) and (i) for such Collection
Period (other than such amount paid from Reallocated Principal Collections).
"LOAN AGREEMENT" shall mean the agreement among the Trustee, the
Transferor, the Servicer and the Collateral Interest Holder, dated as of
February 20, 1997, as amended or modified from time to time.
(A) = the highest result obtained for any Collection Period within
the twelve (12) Collection Periods preceding the date of
determination by computing for each such Collection Period a
fraction, the numerator of which is the aggregate amount of
Adjustments for such Collection Period and the denominator
of which is the aggregate gross amount of cardholder charges
and fees in the Accounts with respect to such Collection
Period; PROVIDED that if less than twelve (12) Collection
Periods have elapsed from the Closing Date to the date of
determination, the references above in this paragraph to
"Collection Period" and "Collection Periods" shall be deemed
to refer to "calendar month" and "calendar months",
respectively, and with respect to each calendar month
preceding the Closing Date, the numerator of the fraction
referred to above shall equal the aggregate amount of
adjustments (determined in accordance with the definition of
Adjustments, except that, for this purpose, the reference to
the Receivables in such definition shall be deemed
17
to refer to the receivables in the accounts in the Bank
Portfolio) with respect to the receivables in the accounts
in the Bank Portfolio and the denominator of such fraction
shall equal the aggregate gross amount of cardholder charges
and fees in the accounts in the Bank Portfolio with respect
to such calendar month.
(B) = a fraction, the numerator of which is the Dilution Horizon
with respect to Series 1997-1 and the denominator of which
is thirty (30). The Dilution Horizon with respect to Series
1997-1 shall at all times be equal to 24.
(C) = a fraction, the numerator of which is the aggregate gross
amount of cardholder charges and fees in the Accounts with
respect to the Collection Period immediately preceding the
date of determination and the denominator of which is the
Receivables balance net of Adjustments as of the close of
business on the last day of such Collection Period; PROVIDED
that with respect to any date of determination prior to the
end of the initial Collection Period, the references above
in this paragraph to "Collection Period" shall be deemed to
refer to "calendar month" and with respect to the calendar
month preceding the initial Collection Period, the numerator
of the fraction referred to above shall equal the aggregate
gross amount of cardholder charges and fees in the accounts
in the Bank Portfolio with respect to such calendar month
and the denominator of such fraction shall equal the
receivables balance net of adjustments (determined in
accordance with the definition of Adjustments, except that,
for this purpose, the reference to the Receivables in such
definition shall be deemed to refer to the receivables in
the accounts in the Bank Portfolio) for the receivables in
the accounts in the Bank Portfolio as of the close of
business on the last day of such calendar month.
(D) = the Stressed Trust Dilution Factor with respect to Series
1997-1, which shall at all times be equal to 2.
18
"MINIMUM TRUST PRINCIPAL COMPONENT" with respect to Series 1997-1
shall equal, as of any date of determination, the Initial Invested Amount.
"MONTHLY INVESTOR SERVICING FEE" shall have the meaning specified in
subsection 3(a).
"MONTHLY PRINCIPAL PAYMENT" shall mean with respect to any
Collection Period, for all Series (including Series 1997-1) which are in an
Amortization Period or Accumulation Period (as such terms are defined in the
related Supplements for all Series), the sum of (a) the Controlled
Distribution Amount for the related Transfer Date for any Series in its
Controlled Amortization Period (as such terms are defined in the related
Supplements for all Series), (b) the Controlled Deposit Amount for the
related Transfer Date for any Series in its Accumulation Period, if
applicable (as such terms are defined in the related Supplements for all
Series), (c) the Invested Amount as of the end of the prior Collection Period
taking into effect any payments to be made on the following Distribution Date
for any Series in its Principal Amortization Period or Early Amortization
Period (as such terms are defined in the related Supplements for all Series),
(d) the excess of the Collateral Invested Amount as of the Transfer Date
occurring in such Collection Period over the Required Collateral Invested
Amount for the related Transfer Date, assuming no Deficit Controlled
Accumulation Amount and (e) such other amounts as may be specified in the
related Supplements for all Series.
"NET SERVICING FEE RATE" shall mean (a) so long as the Transferor,
Citibank, N.A. or any of their respective Affiliates is the Servicer, 1% per
annum and (b) if the Transferor, Citibank, N.A. or any of their respective
Affiliates is no longer the Servicer, 2% per annum.
"OVERCONCENTRATION ACCOUNT" shall have the meaning specified in
subsection 4.18(a).
"OVERCONCENTRATION BALANCE" shall mean, on any date of determination
and with respect to any Corporate Customer, the amount of Eligible
Receivables due from such Corporate Customer and (without duplication) its
Related Obligors which, expressed as a percentage of the amount of all
Eligible Receivables, exceeds (a) 6.0% for Corporate Customers rated A-1 by
Standard & Poor's, (b)
19
4.5% for Corporate Customers rated A-2 by Standard & Poor's, (c) 3.5% for
Corporate Customers rated A-3 by Standard & Poor's and (d) 2.45% for Corporate
Customers rated below A-3 or not rated by Standard & Poor's and with no Implied
Rating; provided that other percentages may be used to the extent the applicable
Rating Agency has confirmed in writing that such use will not result in the
reduction or withdrawal of its ratings of the Certificates. In addition to, but
without duplication of, amounts computed in accordance with the immediately
preceding sentence, the Overconcentration Balances will include: (x) with
respect to the A-2 rating category, an amount equal to the excess, if any, of
(i) the sum of the amount of Eligible Receivables due from the two Corporate
Customers in that category that (together with their Related Obligors) represent
the two highest percentages of Eligible Receivables in such category over (ii)
7% of the amount of all Eligible Receivables; (y) with respect to the A-3 rating
category, an amount equal to the excess, if any, of (i) the sum of the amount of
Eligible Receivables due from the three Corporate Customers in that category
that (together with their Related Obligors) represent the three highest
percentages of Eligible Receivables in such category over (ii) 7% of the amount
of all Eligible Receivables; and (z) with respect to the below A-3/not rated
category, an amount equal to the excess, if any, of (i) the sum of the amount of
Eligible Receivables due from the four Corporate Customers in that category that
(together with their Related Obligors) represent the four highest percentages of
Eligible Receivables in such category over (ii) 7% of the amount of all Eligible
Receivables. Receivables due from Corporate Customers rated A-1+ by Standard &
Poor's (together with Receivables due from their Related Obligors) will be
excluded from the computation of the Overconcentration Balance.
The percentage applicable to any Corporate Customer will be the
percentage associated with the Standard & Poor's short-term debt rating that is
in effect for such Corporate Customer. If no Standard & Poor's short-term debt
rating is in effect for a Corporate Customer, the percentage applicable to such
Corporate Customer will be the percentage associated with the Corporate
Customer's Implied Rating based on the Standard & Poor's rating for long-term
debt or claims paying ability that is in effect for such Corporate Customer.
20
If no Standard & Poor's rating for short-term debt, long-term debt or claims
paying ability is in effect for a Corporate Customer, the percentage applicable
to such Corporate Customer will be the percentage associated with the Standard &
Poor's short-term debt rating that is in effect for such Corporate Customer's
corporate parent, if any, or if no such short-term debt rating is in effect for
such corporate parent, the corporate parent's Implied Rating based on the
Standard & Poor's rating for long-term debt or claims paying ability that is in
effect for such corporate parent. If there is no basis to determine an actual
Standard & Poor's rating or an Implied Rating for a Corporate Customer or its
corporate parent in accordance with the foregoing, such Corporate Customer will
be considered not rated. The Servicer will determine and advise the Trustee in
writing of the ratings in effect on the Closing Date and thereafter will
determine and advise the Trustee in writing of such ratings quarterly on or
prior to the Transfer Dates occurring in the months of February, May, August and
November.
"OVERCONCENTRATION DRAW AMOUNT" shall have the meaning specified in
subsection 4.18(c).
"PORTFOLIO YIELD" shall mean, with respect to any Collection Period,
the annualized percentage equivalent of a fraction, the numerator of which is
the sum of Yield Collections (excluding Net Interchange, if any), Principal
Funding Investment Proceeds and amounts withdrawn from the Reserve Account
and the Overconcentration Account, in each case to the extent such amounts
are available and allocable to the Certificateholders or the Collateral
Interest Holder with respect to such Collection Period, MINUS the Investor
Default Amount for such Collection Period, and the denominator of which is
the Invested Amount as of the close of business on the last day of such
Collection Period.
"PRINCIPAL FUNDING ACCOUNT" shall have the meaning set forth in
subsection 4.16(a).
"PRINCIPAL FUNDING ACCOUNT BALANCE" shall mean, with respect to any
date of determination, the principal amount, if any, of funds on deposit in
the Principal Funding Account on such date of determination.
21
"PRINCIPAL FUNDING INVESTMENT PROCEEDS" shall mean, with respect to
each Transfer Date, the investment earnings on funds in the Principal Funding
Account (net of losses and investment expenses) for the period from and
including the immediately preceding Transfer Date to but excluding such
Transfer Date.
"PRINCIPAL FUNDING INVESTMENT SHORTFALL" shall mean, with respect to
each Transfer Date relating to the Accumulation Period, the amount, if any,
by which the Principal Funding Investment Proceeds for such Transfer Date is
less than the Covered Amount for such Transfer Date.
"RATING AGENCY" shall mean Xxxxx'x, Standard & Poor's and Fitch.
"RATING AGENCY CONDITION" shall mean the notification in writing by
each Rating Agency that an action will not result in any Rating Agency
reducing or withdrawing its then existing rating of the investor certificates
of any outstanding Series or Class of a Series with respect to which it is a
Rating Agency.
"REALLOCATED CLASS B PRINCIPAL COLLECTIONS" shall mean, with respect
to any Transfer Date, Principal Collections applied in accordance with
subsection 4.12(a) in an amount not to exceed the product of (a) the Class B
Investor Percentage with respect to the Collection Period relating to such
Transfer Date and (b) the amount of Principal Collections with respect to the
Collection Period relating to such Transfer Date; PROVIDED, HOWEVER, that
such amount shall not exceed the Class B Invested Amount after giving effect
to any Class B Investor Charge-Offs for such Transfer Date.
"REALLOCATED COLLATERAL PRINCIPAL COLLECTIONS" shall mean, with
respect to any Transfer Date, Principal Collections applied in accordance with
subsections 4.12(a) and (b) in an amount not to exceed the product of (a) the
Collateral Percentage with respect to the Collection Period relating to such
Transfer Date and (b) the amount of Principal Collections with respect to the
Collection Period relating to such Transfer Date; PROVIDED, HOWEVER, that such
amount shall not exceed the Collateral Invested Amount after giving effect to
any Collateral Investor Charge-Offs for such Transfer Date.
22
"REALLOCATED PRINCIPAL COLLECTIONS" shall mean the sum of (a)
Reallocated Class B Principal Collections and (b) Reallocated Collateral
Principal Collections.
"RECORD DATE" shall mean, with respect to any Interest Payment Date or
Special Payment Date, the last Business Day of the calendar month immediately
preceding such Interest Payment Date or Special Payment Date.
"RELATED OBLIGOR" shall mean, with respect to any Corporate Customer,
any Obligor (a) who is an employee of such Corporate Customer or its
consolidated Affiliates or (b) that is a consolidated Affiliate of such Obligor.
"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 Accounts, expressed as a decimal, for the twelve (12) months preceding
the date of such calculation.
"REQUIRED COLLATERAL INVESTED AMOUNT" shall mean, (a) with respect to
the initial Transfer Date, $18,900,000 and (b) with respect to any Transfer Date
thereafter, an amount equal to the sum of (i) 4.5% of the sum of (x) the Class A
Adjusted Invested Amount and the Class B Invested Amount as of such Transfer
Date (after giving effect to deposits into the Principal Funding Account on such
Transfer Date and payments to be made on the related Distribution Date), and (y)
the Collateral Invested Amount on the prior Transfer Date after any adjustments
made thereto on such Transfer Date and (ii) during the Accumulation Period, the
excess, if any, of the Required Overconcentration Account Amount over the amount
on deposit in the Overconcentration Account on such Transfer Date (after giving
effect to any deposit to be made to, and any withdrawal to be made from, the
Overconcentration Account on such Transfer Date); PROVIDED, that from and after
the occurrence of an Early Amortization Event, the Required Collateral Invested
Amount shall equal the Required Collateral Invested Amount on the Transfer Date
immediately preceding the occurrence of such Early Amortization Event.
23
"REQUIRED OVERCONCENTRATION ACCOUNT AMOUNT" shall mean, with respect
to any Transfer Date, an amount equal to the product of (a) the
Overconcentration Balances as of the close of business on the last day of the
immediately preceding Collection Period and (b) the Floating Allocation
Percentage applicable during such Collection Period.
"REQUIRED RESERVE ACCOUNT AMOUNT" shall mean, with respect to any
Transfer Date on or after the Reserve Account Funding Date, an amount equal to
(a) 0.5% of the outstanding principal balance of the Class A Certificates or (b)
any other amount designated by the Transferor, PROVIDED that if such designation
is of a lesser amount, the Transferor shall (i) provide the Servicer, the
Collateral Interest Holder and the Trustee with written confirmation that the
Rating Agency Condition shall have been satisfied and (ii) deliver 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 an Early Amortization Event or an
event that, after the giving of notice or the lapse of time, would cause an
Early Amortization Event to occur with respect to Series 1997-1.
"RESERVE ACCOUNT" shall have the meaning specified in subsection
4.17(a).
"RESERVE ACCOUNT FUNDING DATE" shall mean the Transfer Date with
respect to the Collection Period which commences no later than three (3) months
prior to the commencement of the Accumulation Period, or such earlier date as
the Servicer may determine.
"RESERVE ACCOUNT SURPLUS" shall mean, as of any Transfer Date
following the Reserve Account Funding Date, the amount, if any, by which the
amount on deposit in the Reserve Account exceeds the Required Reserve Account
Amount.
"RESERVE DRAW AMOUNT" shall have the meaning specified in subsection
4.17(c).
"REVOLVING PERIOD" shall mean the period from and including the
Closing Date to, but not including, the
24
earlier of (a) the day the Accumulation Period commences and (b) the Early
Amortization Commencement Date.
"SERIES 1997-1" shall mean the Series of the First Bank Corporate Card
Master Trust represented by the Investor Certificates.
"SERIES 1997-1 CERTIFICATEHOLDERS" shall mean the holder of record of
a Series 1997-1 Certificate.
"SERIES 1997-1 CERTIFICATES" shall mean the Class A Certificates and
the Class B Certificates.
"SERIES 1997-1 TERMINATION DATE" shall mean the earliest to occur of
(a) the Distribution Date on which the Invested Amount is paid in full, (b) the
February 2003 Distribution Date and (c) the Trust Termination Date.
"SERIES EARLY AMORTIZATION EVENTS" shall mean the Early Amortization
Events specified in Section 9 of this Series Supplement.
"SERIES PRINCIPAL SHORTFALL" shall mean with respect to any Transfer
Date, the excess, if any, of (a) (i) with respect to any Transfer Date relating
to the Accumulation Period, the sum of (A) the Controlled Deposit Amount for
such Transfer Date and (B) the excess, if any, of the Collateral Invested Amount
for such Transfer Date over the Required Collateral Invested Amount for such
Transfer Date and (ii) with respect to any Transfer Date during the Early
Amortization Period, the Adjusted Invested Amount over (b) the Investor
Principal Collections minus the Reallocated Principal Collections (other than
the portion, if any, of such Reallocated Principal Collections used to fund any
Class A Investor Default Amount or Class B Investor Default Amount pursuant to
subsections 4.12(a) and (b)) for such Transfer Date.
"SERIES SERVICING FEE RATE" shall mean 2%.
"SERIES YIELD SHORTFALL" shall mean, with respect to any Transfer
Date, the excess, if any, of the amount distributable pursuant to subsections
4.11(a)-(l) over Excess Spread.
25
"SERVICER INTERCHANGE" shall mean, for any Collection Period, the
portion of Yield Collections allocated to the Investor Certificates and
deposited in the Collection Account with respect to such Collection Period that
is attributable to Net Interchange; PROVIDED, HOWEVER, that Servicer Interchange
for a Collection Period shall not exceed one-twelfth (1/12) of the product of
(i) the Servicing Base Amount and (ii) 1%.
"SERVICING BASE AMOUNT" shall mean, with respect to any Transfer Date,
the Adjusted Invested Amount as of the last day of the second preceding
Collection Period.
"SHARED EXCESS YIELD COLLECTIONS" shall mean, with respect to any
Transfer Date, either (a) the amount described in subsection 4.11(m) allocated
to the Investor Certificates but available to cover shortfalls in amounts
payable from Yield Collections allocated to other Series, if any, or (b) the
aggregate amount of Yield 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 Investor Certificates in
accordance with subsection 4.14(b).
"SHARED PRINCIPAL COLLECTIONS" shall mean, with respect to any
Transfer Date, either (a) the amount allocated to the Investor Certificates
which may be applied to the Series Principal Shortfall with respect to other
outstanding Series or (b) the sum of the Excess Funding Amount, with respect to
any Transfer Date, and the aggregate amounts allocated to the investor
certificates of other Series which the applicable Supplements for such Series
specify are to be treated as "Shared Principal Collections" and which may be
applied to cover the Series Principal Shortfall with respect to the Investor
Certificates.
"SPECIAL PAYMENT DATE" shall mean each Distribution Date from and
after the occurrence of an Early Amortization Event.
SECTION 3. SERVICING COMPENSATION AND ASSIGNMENT OF NET INTERCHANGE.
(a) The share of the Servicing Fee allocable to Series 1997-1 with respect to
any Transfer Date (the "MONTHLY INVESTOR SERVICING FEE") shall be
26
equal to one-twelfth (1/12) of the product of (i) the Series Servicing Fee Rate
and (ii) the Servicing Base Amount; PROVIDED, HOWEVER, that with respect to the
first Transfer Date, the Monthly Investor Servicing Fee shall be equal to the
product of (x) the Series Servicing Fee Rate, (y) the Initial Invested Amount
and (z) a fraction, the numerator of which is equal to the number of days in the
period from and including the Closing Date through the day preceding the initial
Distribution Date and the denominator of which is 360. On each Transfer Date
for which the Transferor, Citibank, N.A. or any of their respective Affiliates
is the Servicer, a portion of Net Interchange with respect to the related
Collection Period that is on deposit in the Collection Account shall be
withdrawn from the Collection Account and paid to the Servicer in payment of a
portion of the Monthly Investor Servicing Fee with respect to such Collection
Period ("SERVICER INTERCHANGE"). Should the Servicer Interchange on deposit in
the Collection Account on any Transfer Date with respect to the related
Collection Period be less than one-twelfth (1/12) of 1% of the Servicing Base
Amount, the Monthly Investor Servicing Fee with respect to such Collection
Period will not be paid to the extent of such insufficiency of Servicer
Interchange on deposit in the Collection Account, until the Transfer Date or
Transfer Dates with respect to which Servicer Interchange is available in the
Collection Account (prior to giving effect to the payment of the portion of the
Monthly Investor Servicing Fee constituting Servicer Interchange for such
Transfer Date or Transfer Dates). The share of the Monthly Investor Servicing
Fee allocable to the Class A Invested Amount with respect to any Transfer Date
(the "CLASS A SERVICING FEE") shall be equal to one-twelfth (1/12) of the
product of (i) the Net Servicing Fee Rate and (ii) the Class A Adjusted Invested
Amount as of the last day of the second preceding Collection Period; PROVIDED,
HOWEVER, that with respect to the first Transfer Date, the Class A Servicing Fee
shall be equal to the product of (x) the Class A Initial Invested Amount, (y)
the Net Servicing Fee Rate and (z) a fraction, the numerator of which is equal
to the number of days in the period from and including the Closing Date through
the day preceding the initial Distribution Date and the denominator of which is
360. The share of the Monthly Investor Servicing Fee allocable to the Class B
Invested Amount with respect to any Transfer Date (the "CLASS B SERVICING FEE")
shall be equal to one-twelfth (1/12) of
27
the product of (i) the Net Servicing Fee Rate and (ii) the Class B Invested
Amount as of the last day of the second preceding Collection Period; PROVIDED,
HOWEVER, that with respect to the first Transfer Date, the Class B Servicing Fee
shall be equal to the product of (x) the Class B Initial Invested Amount, (y)
the Net Servicing Fee Rate and (z) a fraction, the numerator of which is equal
to the number of days in the period from and including the Closing Date through
the day preceding the initial Distribution Date and the denominator of which is
360. The share of the Monthly Investor Servicing Fee allocable to the
Collateral Investor Interest with respect to any Transfer Date (the "COLLATERAL
SERVICING FEE") shall be equal to one-twelfth (1/12) of the product of (i) the
Net Servicing Fee Rate and (ii) the Collateral Invested Amount as of the last
day of the second preceding Collection Period; PROVIDED, HOWEVER, that with
respect to the first Transfer Date, the Collateral Servicing Fee shall be equal
to the product of (x) the Collateral Initial Invested Amount, (y) the Net
Servicing Fee Rate and (z) a fraction, the numerator of which is equal to the
number of days in the period from and including the Closing Date through the day
preceding the initial Distribution Date and the denominator of which is 360.
Except as specifically provided above, the Servicing Fee shall be paid by the
cash flows from the Trust allocated to the Transferor or the certificateholders
of other Series (as provided in the related Supplements) and in no event shall
the Trust, the Trustee or the Investor Certificateholders be liable therefor.
The Class A Servicing Fee shall be payable to the Servicer solely to the extent
amounts are available for distribution in respect thereof pursuant to
subsections 4.9(a)(ii), 4.11(a), 4.18(d)(i) and 4.12(a). The Class B Servicing
Fee shall be payable solely to the extent amounts are available for distribution
in respect thereof pursuant to subsections 4.9(b)(ii), 4.11(c), 4.18(d)(ii) and
4.12(b). The Collateral Servicing Fee shall be payable solely to the extent
amounts are available for distribution in respect thereof pursuant to
subsections 4.9(c)(i), 4.11(f) and 4.18(d)(iii).
(b) On or before each Transfer Date, the Transferor shall notify the
Servicer of the amount of Net Interchange to be included as Yield Collections
and allocable to the Investor Certificateholders with respect to the preceding
Collection Period. Such amount of Net
28
Interchange shall be equal to the product of (i) the aggregate amount of Net
Interchange allocable to the Trust with respect to such Collection Period and
(ii) the Floating Allocation Percentage applicable during such Collection
Period. On each Transfer Date, the Transferor shall pay to the Servicer, and
the Servicer shall deposit into the Collection Account, in immediately available
funds, the amount of Net Interchange to be so included as Yield Collections
allocable to the Investor Certificates with respect to the preceding Collection
Period. The Transferor hereby assigns, sets over, conveys, pledges and grants a
security interest and lien to the Trustee on behalf of the Trust for the benefit
of the Investor Certificateholders in Net Interchange and the proceeds of Net
Interchange, as set forth in this subsection 3(b). In connection with the
foregoing grant of a security interest, this Series Supplement shall constitute
a security agreement under applicable law. To the extent that a Supplement for
a related Series, other than Series 1997-1, assigns, sets over, conveys, pledges
or grants a security interest in Net Interchange allocable to the Trust, all
investor certificates of any such Series (except as otherwise specified in any
such Supplement) and the Investor Certificates shall rank pari passu and be
equally and ratably entitled as provided herein to the benefits of such Net
Interchange without preference or priority on account of the actual time or
times of authentication and delivery, all in accordance with the terms and
provisions of this Series Supplement and other related Supplements.
SECTION 4. REASSIGNMENT AND TRANSFER TERMS. The Investor
Certificates shall be subject to repurchase by the Transferor at its option, in
accordance with the terms specified in subsection 12.2(a) of the Agreement, on
any Distribution Date on or after the Distribution Date on which the Invested
Amount is reduced to an amount less than or equal to 5% of the Initial Invested
Amount. The deposit required in connection with any such purchase shall include
the amount, if any, on deposit in the Principal Funding Account and will be
equal to the sum of (a) the Invested Amount and (b) accrued and unpaid interest
on the Investor Certificates through the day preceding the Distribution Date on
which the repurchase occurs.
SECTION 5. DELIVERY AND PAYMENT FOR THE INVESTOR CERTIFICATES. The
Transferor shall execute and
29
deliver the Series 1997-1 Certificates to the Trustee for authentication in
accordance with Section 6.1 of the Agreement. The Trustee shall deliver such
Certificates when authenticated in accordance with Section 6.2 of the Agreement.
SECTION 6. DEPOSITORY; FORM OF DELIVERY OF INVESTOR CERTIFICATES.
(a)The Class A Certificates and the Class B Certificates shall be
delivered as Book-Entry Certificates as provided in Sections 6.1 and 6.10 of the
Agreement.
(b)The Depository for Series 1997-1 shall be The Depository Trust
Company, and the Class A Certificates and Class B Certificates shall be
initially registered in the name of Cede & Co., its nominee.
SECTION 7. ARTICLE IV OF AGREEMENT. Sections 4.1, 4.2 and 4.3 of
the Agreement shall be read in their entirety as provided in the Agreement.
Article IV (except for Sections 4.1, 4.2 and 4.3 thereof) of the Agreement shall
be read in its entirety as follows and shall be applicable only to the Investor
Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.4 RIGHTS OF CERTIFICATEHOLDERS. The Investor Certificates
shall represent undivided interests in the Trust, consisting of the right to
receive, to the extent necessary to make the required payments with respect to
such Investor Certificates at the times and in the amounts specified in this
Agreement, (a) the Floating Allocation Percentage and Fixed Allocation
Percentage (as applicable from time to time) of Collections received with
respect to the Receivables and (b) funds on deposit in the Collection Account,
the Excess Funding Account, the Interest Funding Account, the Principal Funding
Account, the Reserve Account and the Overconcentration Account. The Collateral
Investor Interest shall be subordinate to the Class A Certificates and the Class
B Certificates. The Class B Certificates shall be subordi-
30
nate to the Class A Certificates. The Exchangeable Transferor Certificate shall
not represent any interest in the Collection Account, the Excess Funding
Account, the Interest Funding Account, the Principal Funding Account, the
Reserve Account or the Overconcentration Account, except as specifically
provided in this Article IV.
SECTION 4.5 Allocations.
(a) ALLOCATIONS DURING THE REVOLVING PERIOD. During the Revolving
Period, the Servicer shall, prior to the close of business on the day any
Collections are deposited in the Collection Account, allocate to the Investor
Certificateholders or the Holder of the Exchangeable Transferor Certificate the
following amounts for application as set forth below:
(i) An amount equal to the product of (A) the Floating Allocation
Percentage on the Date of Processing of such Collections and (B) the
aggregate amount of Yield Collections processed on such Date of Processing
shall be applied in accordance with Section 4.9.
(ii) An amount equal to the product of (A) the Collateral Floating
Percentage on the Date of Processing of such Collections and (B) the
aggregate amount of Principal Collections processed on such Date of
Processing shall be applied first in accordance with Section 4.12 and then in
accordance with subsection 4.9(d).
(iii) An amount equal to the product of (A) the Class B Floating
Percentage on the Date of Processing of such Collections and (B) the
aggregate amount of Principal Collections processed on such Date of
Processing shall be applied first in accordance with Section 4.12 and then in
accordance with subsection 4.9(d).
(iv) (A) An amount equal to the product of (1) the Class A Floating
Percentage on the Date of Processing of such Collections and (2) the
aggregate amount of Principal Collections processed on such Date of
Processing shall be applied in accordance with subsection 4.9(d); PROVIDED,
HOWEVER, that the amount so applied shall not exceed the Daily Prin-
31
cipal Shortfall, and (B) pay to the Holder of the Exchangeable Transferor
Certificate an amount equal to the excess, if any, identified in the proviso
to clause (A) above; PROVIDED, HOWEVER, that the amount to be paid to the
Holder of the Exchangeable Transferor Certificate pursuant to this subsection
4.5(a)(iv)(B) with respect to any Date of Processing shall be paid to the
Holder of the Exchangeable Transferor Certificate only if the Transferor
Amount on such Date of Processing is greater than the Minimum Transferor
Amount (after giving effect to the inclusion in the Trust of all Receivables
created on or prior to such Date of Processing and the application of
payments referred to in subsection 4.3(b)) and otherwise shall be deposited
into the Excess Funding Account to the extent necessary to ensure that the
Transferor Amount is at least equal to the Minimum Transferor Amount.
(b) ALLOCATIONS DURING THE ACCUMULATION PERIOD. During the
Accumulation Period, the Servicer shall, prior to the close of business on the
day any Collections are deposited in the Collection Account, allocate to the
Investor Certificateholders or the Holder of the Exchangeable Transferor
Certificate the following amounts for application as set forth below:
(i) An amount equal to the product of (A) the Floating Allocation
Percentage on the Date of Processing of such Collections and (B) the
aggregate amount of Yield Collections processed on such Date of Processing
shall be applied in accordance with Section 4.9.
(ii) An amount equal to the product of (A) the Collateral Fixed
Percentage on the Date of Processing of such Collections and (B) the
aggregate amount of Principal Collections processed on such Date of
Processing shall be applied first in accordance with Section 4.12 and then in
accordance with subsection 4.9(e).
(iii) An amount equal to the product of (A) the Class B Fixed
Percentage on the Date of Processing of such Collections and (B) the
aggregate amount of Principal Collections processed on such Date of
Processing shall be applied first in accordance with
32
Section 4.12 and then in accordance with subsection 4.9(e).
(iv)(A) An amount equal to the product of (1) the Class A Fixed
Percentage on the Date of Processing of such Collections and (2) the
aggregate amount of Principal Collections processed on such Date of
Processing shall be applied in accordance with subsection 4.9(e); PROVIDED,
HOWEVER, that the amount so applied shall not exceed the Daily Principal
Shortfall, and (B) pay to the Holder of the Exchangeable Transferor
Certificate an amount equal to the excess, if any, identified in the proviso
to clause (A) above; PROVIDED, HOWEVER, that the amount to be paid to the
Holder of the Exchangeable Transferor Certificate pursuant to this subsection
4.5(b)(iv)(B) with respect to any Date of Processing shall be paid to the
Holder of the Exchangeable Transferor Certificate only if the Transferor
Amount on such Date of Processing is greater than the Minimum Transferor
Amount (after giving effect to the inclusion in the Trust of all Receivables
created on or prior to such Date of Processing and the application of
payments referred to in subsection 4.3(b)) and otherwise shall be deposited
into the Excess Funding Account to the extent necessary to ensure that the
Transferor Amount is at least equal to the Minimum Transferor Amount.
(c) ALLOCATIONS DURING THE EARLY AMORTIZATION PERIOD. During the Early
Amortization Period, the Servicer shall, prior to the close of business on the
day any Collections are deposited in the Collection Account, allocate to the
Investor Certificateholders or the Holder of the Exchangeable Transferor
Certificate the following amounts for application as set forth below:
(i) An amount equal to the product of (A) the Floating Allocation
Percentage on the Date of Processing of such Collections and (B) the
aggregate amount of Yield Collections processed on such Date of Processing
shall be applied in accordance with Section 4.9.
(ii)(A) An amount equal to the product of (1) the Fixed Allocation
Percentage on the Date of Processing of such Collections and (2) the
aggregate
33
amount of Principal Collections processed on such Date of Processing shall be
applied in accordance with subsection 4.9(e); PROVIDED, HOWEVER, that the
amount so applied shall not exceed the sum of (x) the Invested Amount as of
the close of business on the last day of the prior Collection Period (after
taking into account any payments to be made on the Distribution Date relating
to such prior Collection Period and deposits and any adjustments to be made
to the Invested Amount to be made on the Transfer Date relating to such
Collection Period) and (y) any Reallocated Principal Collections relating to
the Collection Period in which such deposit is made, and (B) pay to the
Holder of the Exchangeable Transferor Certificate an amount equal to the
excess, if any, identified in the proviso to clause (A) above; PROVIDED,
HOWEVER, that the amount to be paid to the Holder of the Exchangeable
Transferor Certificate pursuant to this subsection 4.5(c)(ii)(B) with respect
to any Date of Processing shall be paid to the Holder of the Exchangeable
Transferor Certificate only if the Transferor Amount on such Date of
Processing is greater than the Minimum Transferor Amount (after giving effect
to the inclusion in the Trust of all Receivables created on or prior to such
Date of Processing and the application of payments referred to in subsection
4.3(b)) and otherwise shall be deposited into the Excess Funding Account to
the extent necessary to ensure that the Transferor Amount is at least equal
to the Minimum Transferor Amount.
(d) LIMITATION ON REQUIRED DEPOSITS. For so long as the Servicer
shall (i) satisfy the conditions specified in the third paragraph of
subsection 4.3(a) of the Agreement and (ii) be making deposits to the
Collection Account on a monthly basis, all requirements herein to deposit
amounts on a daily basis shall be deemed to be satisfied to the extent that
the required monthly deposit is made and all references to amounts on deposit
in such accounts shall be deemed to include amounts which would otherwise
have been deposited therein on a daily basis.
SECTION 4.6 DETERMINATION OF MONTHLY INTEREST.
(a) The amount of interest allocable monthly to the Class A
Certificates for payment on the following
34
Interest Payment Date or Special Payment Date shall be an amount equal to
one-twelfth (1/12) of the product of (i) the Class A Certificate Rate and (ii)
the outstanding principal balance of the Class A Certificates determined as of
the Record Date preceding the related Transfer Date (the "CLASS A MONTHLY
INTEREST"); PROVIDED, HOWEVER, that with respect to the first Distribution Date,
Class A Monthly Interest will be an amount equal to the interest accrued on the
outstanding principal balance of the Class A Certificates as of the Closing Date
at the Class A Certificate Rate for the period from and including the Closing
Date through the day preceding such Distribution Date; and PROVIDED FURTHER,
that in addition to Class A Monthly Interest an amount equal to the amount of
any unpaid Class A Deficiency Amounts, as defined below, plus an amount equal to
one-twelfth (1/12) of the product of (A) the Class A Certificate Rate and (B)
the amount of any unpaid Class A Deficiency Amounts as of the Transfer Date
immediately preceding the later of the prior Interest Payment Date or the prior
Special Payment Date (the "CLASS A ADDITIONAL INTEREST") shall also be allocable
to the Class A Certificates, and on such Transfer Date the Trustee shall, in
accordance with the written instructions of the Servicer, withdraw such funds,
to the extent available, from the Collection Account and deposit such funds into
the Interest Funding Account. The "CLASS A DEFICIENCY AMOUNT" for any Transfer
Date shall be equal to the excess, if any, of the aggregate amount of interest
allocable to the Class A Certificates pursuant to this subsection 4.6(a) on the
prior Transfer Date over the amount in respect of such interest actually
transferred to the Interest Funding Account on such Transfer Date.
(b) The amount of interest allocable monthly to the Class B
Certificates for payment on the following Interest Payment Date or Special
Payment Date shall be an amount equal to one-twelfth (1/12) of the product of
(i) the Class B Certificate Rate and (ii) the outstanding principal balance of
the Class B Certificates determined as of the Record Date preceding the related
Transfer Date (the "CLASS B MONTHLY INTEREST"); PROVIDED, HOWEVER, that with
respect to the first Distribution Date, Class B Monthly Interest will be an
amount equal to the interest accrued on the outstanding principal balance of the
Class B Certificates as of the Closing Date at the Class B Certificate Rate for
the period from and including the
35
Closing Date through the day preceding such Distribution Date; and PROVIDED
FURTHER, that in addition to Class B Monthly Interest an amount equal to the
amount of any unpaid Class B Deficiency Amounts, as defined below, plus an
amount equal to the product of one-twelfth (1/12) of the product of (A) the
Class B Certificate Rate and (B) the amount of any unpaid Class B Deficiency
Amounts as of the Transfer Date immediately preceding the later of the prior
Interest Payment Date or the prior Special Payment Date (the "CLASS B ADDITIONAL
INTEREST") shall also be allocable to the Class B Certificates, and on such
Transfer Date the Trustee shall, in accordance with the written instructions of
the Servicer, withdraw such funds, to the extent available, from the Collection
Account and deposit such funds into the Interest Funding Account. The "CLASS B
DEFICIENCY AMOUNT" for any Transfer Date shall be equal to the excess, if any,
of the aggregate amount of interest allocable to the Class B Certificates
pursuant to this subsection 4.6(b) on the prior Transfer Date over the amount in
respect of such interest actually transferred to the Interest Funding Account on
such Transfer Date.
(c) The amount of interest distributable monthly to the Collateral
Investor Interest shall be an amount equal to the product of (i)(A) a fraction,
the numerator of which is the actual number of days in the related Interest
Period and the denominator of which is 360, TIMES (B) the Collateral Rate in
effect with respect to the related Interest Period, and (ii) the Collateral
Invested Amount determined as of the Collateral Investor Record Date preceding
such Transfer Date (the "COLLATERAL MONTHLY INTEREST").
SECTION 4.7 Determination of Monthly Principal.
(a) The amount of monthly principal allocable to the Class A
Certificates on each Transfer Date prior to the payment in full of the Class A
Invested Amount ("CLASS A MONTHLY PRINCIPAL"), beginning with the Transfer Date
in the month following the month in which the Accumulation Period or, if
earlier, the Early Amortization Period, begins, shall be equal to the least of
(i) the Available Investor Principal Collections on deposit in the Collection
Account PLUS the amount of any Reallocated Principal Collections used to fund
any Class A Investor Default Amount or Class B Investor Default
36
Amount pursuant to subsections 4.12(a) and (b), in each case with respect to the
preceding Collection Period, (ii) for each Transfer Date with respect to the
Accumulation Period prior to the Class A Expected Final Payment Date, the
Controlled Deposit Amount for such Transfer Date and (iii) the Class A Adjusted
Invested Amount (after taking into account any adjustment to be made on such
Transfer Date pursuant to Section 4.10) on such Transfer Date prior to any
deposit into the Principal Funding Account to be made on such Transfer Date.
(b) The amount of monthly principal allocable to the Class B
Certificates on each Transfer Date (the "CLASS B MONTHLY PRINCIPAL") relating to
the Accumulation Period or the Early Amortization Period, beginning with the
Transfer Date immediately preceding the Distribution Date on which the Class A
Invested Amount has been paid in full, shall be an amount equal to the lesser of
(i) the Available Investor Principal Collections on deposit in the Collection
Account PLUS the amount of any Reallocated Principal Collections used to fund
any Class A Investor Default Amount or Class B Investor Default Amount pursuant
to subsections 4.12(a) and (b), in each case with respect to the preceding
Collection Period (minus the portion of such amounts applied to Class A Monthly
Principal on such Transfer Date) and (ii) the Class B Invested Amount (after
taking into account any adjustments to be made on such Transfer Date pursuant to
Sections 4.10 and 4.12) on such Transfer Date.
(c) The amount of monthly principal (the "COLLATERAL MONTHLY
PRINCIPAL") allocable to the Collateral Investor Interest on each Transfer Date
shall be:
(i) with respect to any Transfer Date prior to the payment in
full of the Class B Invested Amount (after taking into account
payments to be made on the related Distribution Date), during the
Revolving Period or the Accumulation Period, the excess of the
Collateral Invested Amount (after taking into account any adjustments
to be made on such Transfer Date pursuant to Sections 4.10 and 4.12)
over the Required Collateral Invested Amount (such excess, the
"ENHANCEMENT SURPLUS") or any lesser amount (including zero) as the
Transferor may determine, at its option and in its sole dis-
37
cretion; PROVIDED, HOWEVER, that such amount shall not exceed the portion
of the Available Investor Principal Collections PLUS the amount of any
Reallocated Principal Collections used to fund any Class A Investor Default
Amount or Class B Investor Default Amount pursuant to subsections 4.12(a)
and (b) remaining after the application thereof to pay the Class A Monthly
Principal and Class B Monthly Principal on such Transfer Date; and
(ii) with respect to any Transfer Date after the Class B Invested
Amount has been paid in full (after taking into account payments to be made
on the related Distribution Date), the portion of the Available Investor
Principal Collections PLUS the amount of any Reallocated Principal
Collections used to fund any Class A Investor Default Amount or Class B
Investor Default Amount pursuant to subsections 4.12(a) and (b) remaining
after the application thereof to pay the Class A Monthly Principal and
Class B Monthly Principal on such Transfer Date;
PROVIDED, HOWEVER, that Collateral Monthly Principal shall not exceed the
Collateral Invested Amount (after taking into account any adjustments to be made
on such Transfer Date pursuant to Sections 4.10 and 4.12) on such Transfer Date.
SECTION 4.8 COVERAGE OF REQUIRED AMOUNT. (a) On or before each
Transfer Date, the Servicer shall determine the amount (the "CLASS A REQUIRED
AMOUNT"), if any, by which the sum of (i) the Class A Monthly Interest for such
Transfer Date, PLUS (ii) the Class A Deficiency Amount, if any, for such
Transfer Date, PLUS (iii) the Class A Additional Interest, if any, for such
Transfer Date, PLUS (iv) the Class A Servicing Fee for the prior Collection
Period, PLUS (v) the Class A Servicing Fee, if any, due but not paid on any
prior Transfer Date, PLUS (vi) the Class A Investor Default Amount, if any, for
the prior Collection Period, exceeds the Class A Available Funds for the related
Collection Period. In the event that the Class A Required Amount for such
Transfer Date is greater than zero, the Servicer shall give written notice to
the Trustee of such positive Class A Required Amount on the date of computation
and all or a portion of the Excess Spread and Shared Excess Yield Collections
38
allocable to Series 1997-1 with respect to the related Collection Period in an
amount equal to the Class A Required Amount for such Transfer Date shall be
distributed from the Collection Account on such Transfer Date pursuant to
Section 4.11(a). In the event that the Class A Required Amount for such
Transfer Date exceeds the amount of the Excess Spread and Shared Excess Yield
Collections allocable to Series 1997-1 with respect to the related Collection
Period, all or a portion of the amounts, if any, to be withdrawn from the
Overconcentration Account on such Transfer Date in an amount equal to such
excess shall be distributed on such Transfer Date pursuant to subsection
4.18(d)(i). In the event that the Class A Required Amount for such Transfer
Date exceeds the sum of (x) the amount of the Excess Spread and Shared Excess
Yield Collections allocable to Series 1997-1 with respect to the related
Collection Period and (y) amounts, if any, to be withdrawn from the
Overconcentration Account pursuant to subsection 4.18(d)(i) on such Transfer
Date, all or a portion of the Reallocated Principal Collections with respect to
such Collection Period in an amount equal to such excess shall be distributed
from the Collection Account on such Transfer Date pursuant to Section 4.12(a).
(b)On or before each Transfer Date, the Servicer shall determine the
amount (the "CLASS B REQUIRED AMOUNT"), if any, equal to the sum of (i) the
amount, if any, by which the sum of (A) the Class B Monthly Interest for such
Transfer Date, PLUS (B) the Class B Deficiency Amount, if any, for such Transfer
Date, PLUS (C) the Class B Additional Interest, if any, for such Transfer Date,
PLUS (D) the Class B Servicing Fee for the prior Collection Period, PLUS (E) the
Class B Servicing Fee, if any, due but not paid on any prior Transfer Date,
exceeds the Class B Available Funds for the related Collection Period, and (ii)
the amount, if any, by which the Class B Investor Default Amount for the related
Collection Period exceeds the amount available to make payments with respect
thereto pursuant to Section 4.11(d). In the event that the Class B Required
Amount for such Transfer Date is greater than zero, the Servicer shall give
written notice to the Trustee of such positive Class B Required Amount on the
date of computation and all or a portion of Excess Spread and Shared Excess
Yield Collections allocable to Series 1997-1 (other than Excess Spread and
Shared Excess Yield Collections applied to
39
fund the Class A Required Amount or reimburse Class A Investor Charge-Offs with
respect to such Transfer Date) with respect to the related Collection Period
shall be distributed from the Collection Account on such Transfer Date pursuant
to Sections 4.11(c) and (d). In the event that the Class B Required Amount for
such Transfer Date exceeds the amount of the Excess Spread and Shared Excess
Yield Collections allocable to Series 1997-1 with respect to the related
Collection Period and not used to fund the Class A Required Amount or reimburse
Class A Investor Charge-Offs, all or a portion of the amounts, if any, to be
withdrawn from the Overconcentration Account on such Transfer Date (other than
the portion thereof applied to fund the Class A Required Amount) in an amount
equal to such excess shall be distributed on such Transfer Date pursuant to
subsection 4.18(d)(ii). In the event that the Class B Required Amount for such
Transfer Date exceeds the sum of (x) the amount of the Excess Spread and Shared
Excess Yield Collections allocable to Series 1997-1 with respect to the related
Collection Period and not used to fund the Class A Required Amount or reimburse
Class A Investor Charge-Offs and (y) amounts, if any, to be withdrawn from the
Overconcentration Account and allocated and available to the Class B
Certificates pursuant to subsection 4.18(d)(ii) on such Transfer Date, all or a
portion of the Reallocated Collateral Principal Collections with respect to such
Collection Period (other than the portion of the Reallocated Collateral
Principal Collections applied to fund the Class A Required Amount) in an amount
equal to such excess shall be distributed from the Collection Account on such
Transfer Date pursuant to Section 4.12(b).
(c) On or before each Transfer Date, the Servicer shall determine the
amount (the "COLLATERAL REQUIRED AMOUNT"), if any, equal to the sum of (i) the
amount, if any, by which the sum of (A) the Collateral Servicing Fee for the
prior Collection Period, PLUS (B) the Collateral Servicing Fee, if any, due but
not paid on any prior Transfer Date, exceeds the Collateral Available Funds, and
(ii) the amount, if any, by which the Collateral Investor Default Amount, if
any, for the related Collection Period exceeds the amount available to make
payments with respect thereto pursuant to Section 4.11(h). In the event that
the Collateral Required Amount for such Transfer Date is greater than zero, the
Servicer shall give written notice to the Trustee of such
40
positive Collateral Required Amount on the date of computation and all or a
portion of the Excess Spread and Shared Excess Yield Collections allocable to
Series 1997-1 (other than Excess Spread and Shared Excess Yield Collections
applied to fund the Class A Required Amount or Class B Required Amount,
reimburse Class A Investor Charge-Offs or Class B Investor Charge-Offs, and pay
certain other amounts as specified in Section 4.11) with respect to the related
Collection Period shall be distributed from the Collection Account on such
Transfer Date pursuant to Section 4.11(f). In the event that the Collateral
Required Amount for such Transfer Date exceeds the amount of the Excess Spread
and Shared Excess Yield Collections allocable to Series 1997-1 with respect to
the related Collection Period and not used to fund the Class A Required Amount
or the Class B Required Amount, reimburse Class A Investor Charge-Offs or Class
B Investor Charge-Offs or to pay certain other amounts as specified in Section
4.11, all or a portion of the amounts, if any, to be withdrawn from the
Overconcentration Account (other than the portion thereof applied to fund the
Class A Required Amount and the Class B Required Amount) in an amount equal to
such excess shall be distributed on such Transfer Date pursuant to subsection
4.18(d)(iii).
SECTION 4.9 MONTHLY ALLOCATIONS. On or before each Transfer Date,
the Servicer shall instruct the Trustee in writing (which writing shall be
substantially in the form of Exhibit B hereto) to allocate or withdraw and the
Trustee, acting in accordance with such instructions, shall allocate or withdraw
on such Transfer Date or the related Distribution Date, as applicable, to the
extent of available funds, the amounts required to be allocated or withdrawn
from the Collection Account, the Interest Funding Account and the Principal
Funding Account as follows:
(a) An amount equal to the Class A Available Funds deposited into the
Collection Account for the related Collection Period shall be distributed on
each Transfer Date in the following priority:
(i) an amount equal to Class A Monthly Interest for such Transfer
Date, PLUS the amount of any Class A Deficiency Amount for such Transfer
Date, PLUS the amount of any Class A Additional Interest for such Transfer
Date, shall be deposited by the
41
Servicer or the Trustee into the Interest Funding Account for payment to
the Class A Certificateholders on the next Interest Payment Date or Special
Payment Date;
(ii) an amount equal to the Class A Servicing Fee for such Transfer
Date PLUS the amount of any Class A Servicing Fee due but not paid to the
Servicer on any prior Transfer Date shall be distributed to the Servicer;
(iii) an amount equal to the Class A Investor Default Amount, if any,
for the preceding Collection Period shall be treated as a portion of
Investor Principal Collections and retained in the Collection Account; and
(iv) the balance, if any, shall constitute Excess Spread and shall be
allocated and distributed as set forth in Section 4.11.
(b) An amount equal to the Class B Available Funds deposited into the
Collection Account for the related Collection Period shall be distributed on
each Transfer Date in the following priority:
(i) an amount equal to the Class B Monthly Interest for such Transfer
Date, PLUS the amount of any Class B Deficiency Amount for such Transfer
Date, PLUS the amount of any Class B Additional Interest for such Transfer
Date, shall be deposited by the Servicer or the Trustee into the Interest
Funding Account for payment to the Class B Certificateholder on the next
Interest Payment Date or Special Payment Date;
(ii) an amount equal to the Class B Servicing Fee for such Transfer
Date, PLUS the amount of any Class B Servicing Fee due but not paid to the
Servicer on any prior Transfer Date shall be distributed to the Servicer;
and
(iii) the balance, if any, shall constitute Excess Spread and shall be
allocated and distributed as set forth in Section 4.11.
42
(c) An amount equal to the Collateral Available Funds deposited into
the Collection Account for the related Collection Period shall be distributed on
each Transfer Date in the following priority:
(i) an amount equal to the Collateral Servicing Fee for such Transfer
Date PLUS the amount of any Collateral Servicing Fee due but not paid to
the Servicer on any prior Transfer Date shall be distributed to the
Servicer; and
(ii) the balance, if any, shall constitute Excess Spread and shall be
allocated and distributed as set forth in Section 4.11.
(d) During the Revolving Period, an amount equal to the Available
Investor Principal Collections deposited into the Collection Account PLUS the
amount of any Reallocated Principal Collections used to fund any Class A
Investor Default Amount or Class B Investor Default Amount pursuant to
subsections 4.12(a) and (b), in each case for the related Collection Period
shall be distributed on each Transfer Date in the following priority:
(i) an amount equal to the Collateral Monthly Principal for such
Transfer Date shall be distributed to the Collateral Interest Holder in
accordance with the Loan Agreement;
(ii) an amount equal to the lesser of (A) the product of (1) a
fraction, the numerator of which is equal to the portion of the Available
Investor Principal Collections PLUS the amount of any Reallocated Principal
Collections used to fund any Class A Investor Default Amount or Class B
Investor Default Amount pursuant to subsections 4.12(a) and (b) remaining
after the application specified in subsection 4.9(d)(i) above and the
denominator of which is equal to the sum of the Available Investor
Principal Collections available for sharing as specified in the related
Supplement for each Series and (2) the Cumulative Series Principal
Shortfall and (B) the Available Investor Principal Collections PLUS the
amount of any Reallocated Principal Collections used to fund any Class A
Investor Default Amount or Class B Investor Default Amount pursuant to
subsections
43
4.12(a) and (b) shall remain in the Collection Account to be treated as
Shared Principal Collections and applied to other Series; and
(iii) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections PLUS the amount of any Reallocated Principal
Collections used to fund any Class A Investor Default Amount or Class B
Investor Default Amount pursuant to subsections 4.12(a) and (b) for such
Transfer Date over (B) the applications specified in subsections 4.9(d)(i)
and (ii) above shall be paid to the Holder of the Exchangeable Transferor
Certificate; PROVIDED, HOWEVER, that the amount to be paid to the Holder of
the Exchangeable Transferor Certificate pursuant to this subsection
4.9(d)(iii) with respect to such Transfer Date shall be paid to the Holder
of the Exchangeable Transferor Certificate only if the Transferor Amount on
such Date of Processing is greater than the Minimum Transferor Amount
(after giving effect to the inclusion in the Trust of all Receivables
created on or prior to such Transfer Date and the application of payments
referred to in subsection 4.3(b)) and otherwise shall be deposited into the
Excess Funding Account to the extent necessary to ensure that the
Transferor Amount is at least equal to the Minimum Transferor Amount.
(e) During the Accumulation Period or the Early Amortization Period, an
amount equal to the Available Investor Principal Collections deposited into the
Collection Account for the related Collection Period shall be distributed on
each Transfer Date in the following priority:
(i) an amount equal to the Class A Monthly Principal for such Transfer
Date, shall be (A) during the Accumulation Period, beginning with the
Transfer Date in the month following the commencement of the Accumulation
Period, deposited into the Principal Funding Account for payment to the
Class A Certificateholders on the earlier to occur of the Class A Expected
Final Payment Date and the first Special Payment Date with respect to the
Early Amortization Period, and (B) during the Early Amortization Period,
distributed to the Paying Agent for
44
payment to the Class A Certificateholders on the next Special Payment Date;
(ii) after giving effect to the distribution referred to in clause (i)
above and after the Class A Invested Amount has been paid in full (after
taking into account payments to be made on the related Distribution Date),
an amount equal to the Class B Monthly Principal for such Transfer Date
shall be distributed to the Paying Agent for payment to the Class B
Certificateholders on the next Distribution Date;
(iii) for each Transfer Date (other than the Transfer Date immediately
preceding the Series 1997-1 Termination Date, in which case on the Series
1997-1 Termination Date) after giving effect to the distributions referred
to in clauses (i) and (ii) above, an amount equal to the Collateral Monthly
Principal for such Transfer Date shall be distributed to the Collateral
Interest Holder in accordance with the Loan Agreement;
(iv) an amount equal to the lesser of (A) the product of (1) a
fraction, the numerator of which is equal to the portion of the Available
Investor Principal Collections PLUS the amount of any Reallocated Principal
Collections used to fund any Class A Investor Default Amount or Class B
Investor Default Amount pursuant to subsections 4.12(a) and (b) remaining
after the application specified in subsections 4.9(e)(i), (ii) and (iii)
above and the denominator of which is equal to the sum of the Available
Investor Principal Collections available for sharing as specified in the
related Supplement for each Series and (2) the Cumulative Series Principal
Shortfall and (B) the Available Investor Principal Collections PLUS the
amount of any Reallocated Principal Collections used to fund any Class A
Investor Default Amount or Class B Investor Default Amount pursuant to
subsections 4.12(a) and (b) shall remain in the Collection Account to be
treated as Shared Principal Collections and applied to other Series; and
(v) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections
45
PLUS the amount of any Reallocated Principal Collections used to fund any
Class A Investor Default Amount or Class B Investor Default Amount pursuant
to subsections 4.12(a) and (b) over (B) the applications specified in
subsections 4.9(e)(i) through (iv) above shall be paid to the Holder of the
Exchangeable Transferor Certificate; PROVIDED, HOWEVER, that the amount to
be paid to the Holder of the Exchangeable Transferor Certificate pursuant
to this subsection 4.9(e)(v) with respect to such Transfer Date shall be
paid to the Holder of the Exchangeable Transferor Certificate only if the
Transferor Amount on such Date of Processing is greater than the Minimum
Transferor Amount (after giving effect to the inclusion in the Trust of all
Receivables created on or prior to such Transfer Date and the application
of payments referred to in subsection 4.3(b)) and otherwise shall be
deposited into the Excess Funding Account to the extent necessary to ensure
that the Transferor Amount is at least equal to the Minimum Transferor
Amount.
(f) The Accumulation Period is scheduled to commence at the opening of
business on December 1, 2001; PROVIDED, HOWEVER, that, if the Accumulation
Period Length (determined as described below) is less than two months, the date
on which the Accumulation Period actually commences may, at the option of the
Transfer upon written notice to the Trustee, be delayed to the opening of
business on January 1, 2002 and, as a result, the number of Collection Periods
in the Accumulation Period will equal one. On the Determination Date
immediately preceding the September 2001 Distribution Date, and each
Determination Date thereafter until the Accumulation Period begins, the Servicer
will determine the "ACCUMULATION PERIOD LENGTH" which will equal the number of
whole months such that the sum of the Accumulation Period Factors for each month
during such period will be equal to or greater than the Required Accumulation
Factor Number; PROVIDED, HOWEVER, that the Accumulation Period Length will not
be determined to be less than one month.
SECTION 4.10 INVESTOR CHARGE-OFFS.
(a) On or before each Transfer Date, the Servicer shall calculate the
Class A Required Amount. If on any Transfer Date, the Class A Required Amount
for the
46
prior Collection Period exceeds the sum of the amounts allocated with respect
thereto pursuant to subsections 4.11(a) and 4.18(d) and Section 4.12 with
respect to such Collection Period, the Collateral Invested Amount (after giving
effect to reductions for any Collateral Investor Charge-Offs and any Reallocated
Collateral Principal Collections on such Transfer Date) will be reduced by the
amount of such excess, but not by more than the Class A Investor Default Amount
for such Transfer Date. In the event that such reduction would cause the
Collateral Invested Amount to be a negative number, the Collateral Invested
Amount will be reduced to zero, and the Class B Invested Amount (after giving
effect to reductions for any Class B Investor Charge-Offs and any Reallocated
Class B Principal Collections on such Transfer Date) will be reduced by the
amount by which the Collateral Invested Amount would have been reduced below
zero. In the event that such reduction would cause the Class B Invested Amount
to be a negative number, the Class B Invested Amount will be reduced to zero,
and the Class A Invested Amount will be reduced by the amount by which the Class
B Invested Amount would have been reduced below zero (a "CLASS A INVESTOR
CHARGE-OFF"). If the Class A Invested Amount has been reduced by the amount of
any Class A Investor Charge-Offs, it will be reimbursed on any Transfer Date
(but not by an amount in excess of the aggregate Class A Investor Charge-Offs)
by the amount of Excess Spread and Shared Excess Yield Collections allocable to
Series 1997-1 and available for such purpose pursuant to subsection 4.11(b).
(b) On or before each Transfer Date, the Servicer shall calculate the
Class B Required Amount. If on any Transfer Date, the Class B Required Amount
for the prior Collection Period exceeds the amounts allocated with respect
thereto pursuant to subsections 4.11(c) and (d) and 4.18(d) and Section 4.12
with respect to such Collection Period, the Collateral Invested Amount (after
giving effect to reductions for any Collateral Investor Charge-Offs and any
Reallocated Collateral Principal Collections on such Transfer Date and any
adjustments with respect thereto as described in subsection 4.10(a) above) will
be reduced by the amount of such excess but not by more than the Class B
Investor Default Amount for such Transfer Date. In the event that such
reduction would cause the Collateral Invested Amount to be a negative number,
the Collateral Invested Amount shall be
47
reduced to zero and the Class B Invested Amount shall be reduced by the amount
by which the Collateral Invested Amount would have been reduced below zero (a
"CLASS B INVESTOR CHARGE-OFF"). The Class B Invested Amount will also be
reduced by the amount of Reallocated Class B Principal Collections pursuant to
Section 4.12 and the amount of any portion of the Class B Invested Amount
allocated to the Class A Certificates to avoid a reduction in the Class A
Invested Amount pursuant to subsection 4.10(a) above. Any such reduction in the
Class B Invested Amount will thereafter be reimbursed (but not in excess of the
aggregate amount of such reductions which have not been previously reimbursed)
on any Transfer Date by the amount of Excess Spread and Shared Excess Yield
Collections allocable to Series 1997-1 allocated and available for that purpose
as described under subsection 4.11(e).
(c) On or before each Transfer Date, the Servicer shall calculate the
Collateral Required Amount. If on any Transfer Date, the Collateral Required
Amount for the prior Collection Period exceeds the amounts allocated with
respect thereto pursuant to subsections 4.11(f) and 4.18(d), the Collateral
Invested Amount will be reduced by the amount of such excess but not by more
than the lesser of the Collateral Investor Default Amount and the Collateral
Invested Amount for such Transfer Date (a "COLLATERAL INVESTOR CHARGE-OFF").
The Collateral Invested Amount will also be reduced by the amount of Reallocated
Collateral Principal Collections pursuant to Section 4.12 and the amount of any
portion of the Collateral Invested Amount allocated to the Class A Certificates
or the Class B Certificates to avoid a reduction in the Class A Invested Amount,
pursuant to subsection 4.10(a), or the Class B Invested Amount, pursuant to
subsection 4.10(b), respectively. Any such reduction in the Collateral Invested
Amount will thereafter be reimbursed (but not in excess of the aggregate amount
of such reductions which have not been previously reimbursed) on any Transfer
Date by the amount of the Excess Spread and Shared Excess Yield Collections
allocable to Series 1997-1 allocated and available for that purpose as described
under subsection 4.11(i).
SECTION 4.11 EXCESS SPREAD AND SHARED EXCESS YIELD COLLECTIONS. On
or before each Transfer Date, the Servicer shall instruct the Trustee in writing
(which
48
writing shall be substantially in the form of Exhibit B hereto) to apply, Excess
Spread with respect to the related Collection Period, and to the extent of the
Series Yield Shortfall, any Shared Excess Yield Collections with respect to
other Series allocable to Series 1997-1, to make the following distributions on
each Transfer Date in the following priority:
(a) an amount equal to the Class A Required Amount, if any, with
respect to such Transfer Date shall be used to fund any deficiency pursuant to
subsections 4.9(a)(i), (ii) and (iii), in that order of priority;
(b) an amount equal to the aggregate amount of Class A Investor
Charge-Offs which have not been previously reimbursed shall be treated as a
portion of Investor Principal Collections and applied in accordance with
subsections 4.9(d) and (e);
(c) an amount up to the Class B Required Amount, if any, with respect
to such Transfer Date shall be used to fund any deficiency pursuant to
subsections 4.9(b)(i) and (ii), in that order of priority;
(d) an amount equal to the Class B Investor Default Amount shall be
treated as a portion of Investor Principal Collections and applied in accordance
with subsections 4.9(d) and (e);
(e) an amount equal to the aggregate amount by which the Class B
Invested Amount has been reduced pursuant to clauses (c), (d) and (e) of the
definition of "Class B Invested Amount" (but not in excess of the aggregate
amount of such reductions which have not been previously reimbursed) shall be
treated as a portion of Investor Principal Collections and applied in accordance
with subsections 4.9(d) and (e);
(f) an amount up to the Collateral Required Amount, if any, with
respect to such Transfer Date shall be used to fund any deficiency pursuant to
subsections 4.9(c)(i);
(g) an amount equal to the Collateral Monthly Interest PLUS the amount
of any past due Collateral Monthly Interest for such Transfer Date shall be paid
to
49
the Collateral Interest Holder in accordance with the Loan Agreement;
(h) an amount equal to the Collateral Investor Default Amount shall be
treated as a portion of Investor Principal Collections and applied in accordance
with subsections 4.9(d) and (e);
(i) an amount equal to the aggregate amount by which the Collateral
Invested Amount has been reduced below the Required Collateral Invested Amount
for reasons other than the payment of principal to the Collateral Interest
Holder (but not in excess of the aggregate amount of such reductions which have
not been previously reimbursed) shall be treated as a portion of Investor
Principal Collections and applied in accordance with subsections 4.9(d) and (e);
(j) on each Transfer Date from and after the Reserve Account Funding
Date, but prior to the date on which the Reserve Account terminates as described
in Section 4.17(f), an amount up to the excess, if any, of the Required Reserve
Account Amount over the Available Reserve Account Amount shall be deposited into
the Reserve Account;
(k) an amount up to the excess, if any, of the Required
Overconcentration Account Amount over the Available Overconcentration Account
Amount shall be deposited into the Overconcentration Account;
(l) an amount equal to the aggregate of any other amounts then due to
the Collateral Interest Holder pursuant to the Loan Agreement shall be applied
in accordance with the Loan Agreement; and
(m) the balance, if any, after giving effect to the payments made
pursuant to subparagraphs (a) through (l) above shall constitute "Shared Excess
Yield Collections" with respect to other Series; PROVIDED that if no other
Series exists, the balance, if any, will be distributed to the Holder of the
Exchangeable Transferor Certificate.
SECTION 4.12 REALLOCATED PRINCIPAL COLLECTIONS. On or before each
Transfer Date, the Servicer shall instruct the Trustee in writing (which writing
50
shall be substantially in the form of Exhibit B hereto) to withdraw from the
Collection Account and apply Reallocated Principal Collections (applying all
Reallocated Collateral Principal Collections in accordance with subsections
4.12(a) and (b) prior to applying any Reallocated Class B Principal Collections
in accordance with subsection 4.12(a) for any amounts still owing after the
application of Reallocated Collateral Principal Collections) with respect to
such Transfer Date, to make the following distributions on each Transfer Date in
the following priority:
(a) an amount equal to the excess, if any, of (i) the Class A Required
Amount, if any, with respect to such Transfer Date over (ii) the sum of (x) the
amount of Excess Spread and Shared Excess Yield Collections with respect to the
related Collection Period and (y) amounts, if any, to be withdrawn from the
Overconcentration Account pursuant to subsection 4.18(d)(i) on such Transfer
Date, shall be used to fund any deficiency pursuant to subsections 4.9(a)(i),
(ii) and (iii), in that order of priority; and
(b) an amount equal to the excess, if any, of (i) the Class B Required
Amount, if any, with respect to such Transfer Date over (ii) the sum of (x) the
amount of Excess Spread and Shared Excess Yield Collections allocated and
available to the Class B Certificates pursuant to subsection 4.11(c) on such
Transfer Date and (y) amounts, if any, to be withdrawn from the
Overconcentration Account and allocated and available to the Class B
Certificates pursuant to subsection 4.18(d)(ii) on such Transfer Date, shall be
used to fund any deficiency pursuant to subsections 4.9(b)(i) and (ii) and
4.11(d), in that order of priority.
SECTION 4.13 SHARED PRINCIPAL COLLECTIONS.
(a) The portion of Shared Principal Collections on deposit in the
Collection Account equal to the amount of Shared Principal Collections allocable
to Series 1997-1 on any Transfer Date shall be applied as an Available Investor
Principal Collection pursuant to subsections 4.9(d) and (e).
(b) Shared Principal Collections allocable to Series 1997-1 with
respect to any Transfer Date shall
51
mean an amount equal to the Series Principal Shortfall, if any, with respect to
Series 1997-1 for such Transfer Date; PROVIDED, HOWEVER, that if the aggregate
amount of Shared Principal Collections for all Series for such Transfer Date
(including the Excess Funding Amount) is less than the Cumulative Series
Principal Shortfall for such Transfer Date, then Shared Principal Collections
allocable to Series 1997-1 on such Transfer Date shall equal the product of (i)
Shared Principal Collections for all Series for such Transfer Date (including
the Excess Funding Amount) and (ii) a fraction, the numerator of which is the
Series Principal Shortfall with respect to Series 1997-1 for such Transfer Date
and the denominator of which is the aggregate amount of Cumulative Series
Principal Shortfall for all Series for such Transfer Date.
SECTION 4.14 SHARED EXCESS YIELD COLLECTIONS.
(a) The portion of Shared Excess Yield Collections on deposit in the
Collection Account equal to the amount of Shared Excess Yield Collections
allocable to Series 1997-1 on any Transfer Date shall be applied pursuant to
Section 4.11.
(b) Shared Excess Yield Collections allocable to Series 1997-1 with
respect to any Transfer Date shall mean an amount equal to the Series Yield
Shortfall, if any, with respect to Series 1997-1 for such Transfer Date;
PROVIDED, HOWEVER, that if the aggregate amount of Shared Excess Yield
Collections for all Series for such Transfer Date is less than the Cumulative
Series Yield Shortfall for such Transfer Date, the Shared Excess Yield
Collections allocable to Series 1997-1 on such Transfer Date shall equal the
product of (i) Shared Excess Yield Collections for all Series for such Transfer
Date and (ii) a fraction, the numerator of which is the Series Yield Shortfall
with respect to Series 1997-1 for such Transfer Date and the denominator of
which is the aggregate amount of the Cumulative Series Yield Shortfall for all
Series on such Transfer Date.
SECTION 4.15 INTEREST FUNDING ACCOUNT.
(a) The Trustee shall establish and maintain with an Eligible
Institution, which may be the Trustee, in the name of the Trust, on behalf of
the Trust, for the
52
benefit of the Investor Certificateholders, a segregated trust account (the
"INTEREST FUNDING ACCOUNT"), bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Investor
Certificateholders. The Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Interest Funding Account and in
all proceeds thereof. The Interest Funding Account shall be under the sole
dominion and control of the Trustee for the benefit of the Investor
Certificateholders. If at any time the institution holding the Interest Funding
Account ceases to be an Eligible Institution, the Transferor shall notify the
Trustee, and the Trustee upon being notified (or the Servicer on its behalf)
shall, within 10 Business Days, establish a new Interest Funding Account meeting
the conditions specified above with an Eligible Institution, and shall transfer
any cash or any investments to such new Interest Funding Account. The Trustee,
at the written direction of the Servicer, shall (i) make withdrawals from the
Interest Funding Account from time to time, in the amounts and for the purposes
set forth in this Series Supplement, and (ii) on each Transfer Date make
deposits into the Interest Funding Account in the amounts specified in, and
otherwise in accordance with, subsections 4.9(a) and (b).
(b) Funds on deposit in the Interest Funding Account shall be invested
at the written direction of the Servicer by the Trustee in Eligible Investments.
Funds on deposit in the Interest Funding Account on any Transfer Date, after
giving effect to any withdrawals from the Interest Funding Account on such
Transfer Date, shall be invested in such investments that will mature so that
such funds will be available for withdrawal on or prior to the following
Transfer Date. The Trustee shall maintain for the benefit of the Investor
Certificateholders possession of the negotiable instruments or securities, if
any, evidencing such Eligible Investments. No Eligible Investment shall be
disposed of prior to its maturity. On each Transfer Date, all interest and
earnings (net of losses and investment expenses) accrued since the preceding
Transfer Date on funds on deposit in the Interest Funding Account shall be paid
to the Transferor. All interest and earnings (including reinvested interest) on
funds on deposit in the Interest Funding Account shall not be considered part of
the amounts on deposit in the
53
Interest Funding Account for purposes of this Series Supplement.
SECTION 4.16 PRINCIPAL FUNDING ACCOUNT.
(a) The Trustee shall establish and maintain with an Eligible
Institution, which may be the Trustee, in the name of the Trust, on behalf of
the Trust, for the benefit of the Investor Certificateholders, a segregated
trust account (the "PRINCIPAL FUNDING ACCOUNT"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Investor Certificateholders. 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
Investor Certificateholders. If at any time the institution holding the
Principal Funding Account ceases to be an Eligible Institution, the Transferor
shall notify the Trustee, and the Trustee upon being notified (or the Servicer
on its behalf) shall, within 10 Business Days, establish a new Principal Funding
Account meeting the conditions specified above with an Eligible Institution, and
shall transfer any cash or any investments to such new Principal Funding
Account. The Trustee, at the written direction of the Servicer, shall (i) make
withdrawals from the Principal Funding 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 commencement of the Accumulation Period) prior
to termination of the Principal Funding Account make a deposit into the
Principal Funding Account in the amount specified in, and otherwise in
accordance with, subsection 4.9(e)(i).
(b) Funds on deposit in the Principal Funding Account shall be invested
at the written direction of the Servicer by the Trustee in Eligible Investments.
Funds on deposit in the Principal Funding Account on any Transfer Date, after
giving effect to any withdrawals from the Principal Funding Account on such
Transfer Date, shall be invested in such investments that will mature so that
such funds will be available for withdrawal on or prior to the following
Transfer Date. The Trustee shall maintain for the benefit of the Investor
Certificateholders possession of the negotiable instruments or securities,
54
if any, evidencing such Eligible Investments. No Eligible Investment shall be
disposed of prior to its maturity.
On the Transfer Date occurring in the month following the commencement
of the Accumulation Period and on each Transfer Date thereafter with respect to
the Accumulation Period, the Trustee, acting at the Servicer's direction given
on or before such Transfer Date, shall transfer from the Principal Funding
Account to the Collection Account the Principal Funding Investment Proceeds on
deposit in the Principal Funding Account, but not in excess of the Covered
Amount, for application as Class A Available Funds to be applied pursuant to
subsection 4.9(a)(i).
Any Excess Principal Funding Investment Proceeds shall be paid to the
Transferor on each Transfer Date. An amount equal to any Principal Funding
Investment Shortfall shall be deposited into the Collection Account on each
Transfer Date from the Reserve Account to the extent funds are available
pursuant to subsection 4.17(d). Principal Funding 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 4.17 Reserve Account.
(a) The Trustee shall establish and maintain with an Eligible
Institution, which may be the Trustee, in the name of the Trust, on behalf of
the Trust, for the benefit of the Investor Certificateholders, a segregated
trust account (the "RESERVE ACCOUNT"), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the Investor
Certificateholders. The Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Reserve Account and in all
proceeds thereof. The Reserve Account shall be under the sole dominion and
control of the Trustee for the benefit of the Investor Certificateholders. If
at any time the institution holding the Reserve Account ceases to be an Eligible
Institution, the Transferor shall notify the Trustee, and the Trustee upon being
notified (or the Servicer on its behalf) shall, within 10 Business Days,
establish a new Reserve Account meeting the conditions specified above with an
Eligible
55
Institution, and shall transfer any cash or any investments to such new Reserve
Account. The Trustee, at the written direction of the Servicer, shall (i) make
withdrawals from the Reserve Account from time to time in an amount up to the
Available Reserve Account Amount at such time, for the purposes set forth in
this Series Supplement, and (ii) on each Transfer Date (from and after the
Reserve Account Funding Date) prior to termination of the Reserve Account make a
deposit into the Reserve Account in the amount specified in, and otherwise in
accordance with, subsection 4.11(j).
(b) Funds on deposit in the Reserve Account shall be invested at the
written direction of the Servicer by the Trustee in Eligible Investments. Funds
on deposit in the Reserve Account on any Transfer Date, after giving effect to
any withdrawals from the Reserve Account on such Transfer Date, shall be
invested in such investments that will mature so that such funds will be
available for withdrawal on or prior to the following Transfer Date. The
Trustee shall maintain for the benefit of the Investor Certificateholders
possession of the negotiable instruments or securities, if any, evidencing such
Eligible Investments. No Eligible Investment shall be disposed of prior to its
maturity. On each Transfer Date, all interest and earnings (net of losses and
investment expenses) accrued since the preceding Transfer Date on funds on
deposit in the Reserve Account shall be retained in the Reserve Account to the
extent that the Available Reserve Account Amount is less than the Required
Reserve Account Amount, and the balance, if any, shall be deposited into the
Collection Account and included in Class A Available Funds for such Transfer
Date. For purposes of determining the availability of funds or the balance in
the Reserve Account for any reason under this Series Supplement, except as
otherwise provided in the preceding sentence, investment earnings on such funds
shall be deemed not to be available or on deposit.
(c) On or before each Transfer Date with respect to the Accumulation
Period prior to the payment in full of the Class A Invested Amount and on or
before the first Transfer Date with respect to the Early Amortization Period,
the Servicer shall calculate the "RESERVE DRAW AMOUNT" which shall be equal to
the Principal Funding Investment Shortfall with respect to each Transfer Date
with respect to the Accumulation Period or the first
56
Transfer Date with respect to the Early Amortization Period; PROVIDED, HOWEVER,
that such amount will be reduced to the extent that funds otherwise would be
available for deposit in the Reserve Account under Section 4.11(j) with respect
to such Transfer Date.
(d) In the event that for any Transfer Date the Reserve Draw Amount is
greater than zero, the Reserve Draw Amount, up to the Available Reserve Account
Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the
Trustee, acting in accordance with the written instructions of the Servicer,
deposited into the Collection Account and included in Class A Available Funds
for such Transfer Date.
(e) In the event that the Reserve Account SurPLUS on any Transfer Date,
after giving effect to all deposits to and withdrawals from the Reserve Account
with respect to such Transfer Date, is greater than zero, the Trustee, acting in
accordance with the written instructions of the Servicer, shall withdraw from
the Reserve Account, and apply in accordance with subsections 4.11(l) and (m),
in that order of priority, an amount equal to such Reserve Account SurPLUS.
(f) Upon the earliest to occur of (i) the termination of the Trust
pursuant to Article XII of the Agreement, (ii) if the Accumulation Period has
not commenced, the first Transfer Date relating to the Early Amortization Period
and (iii) if the Accumulation Period has commenced, the earlier of the first
Transfer Date with respect to the Early Amortization Period and the Transfer
Date immediately preceding the Class A Expected Final Payment Date, the Trustee,
acting in accordance with the written instructions of the Servicer, after the
prior payment of all amounts owing to the Series 1997-1 Certificateholders that
are payable from the Reserve Account as provided herein, shall withdraw from the
Reserve Account and apply in accordance subsections 4.11(l) and (m), in that
order of priority, all amounts, if any, on deposit in the Reserve Account and
the Reserve Account shall be deemed to have terminated for purposes of this
Series Supplement.
SECTION 4.18 OVERCONCENTRATION ACCOUNT.
57
(a) The Trustee shall establish and maintain with an Eligible
Institution, which may be the Trustee, in the name of the Trust, on behalf of
the Trust, for the benefit of the Investor Certificateholders, a segregated
trust account (the "OVERCONCENTRATION ACCOUNT"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Investor Certificateholders. The Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the Overconcentration
Account and in all proceeds thereof. The Overconcentration Account shall be
under the sole dominion and control of the Trustee for the benefit of the
Investor Certificateholders. If at any time the institution holding the
Overconcentration Account ceases to be an Eligible Institution, the Transferor
shall notify the Trustee, and the Trustee upon being notified (or the Servicer
on its behalf) shall, within 10 Business Days, establish a new Overconcentration
Account meeting the conditions specified above with an Eligible Institution, and
shall transfer any cash or any investments to such new Overconcentration
Account. The Trustee, at the written direction of the Servicer, shall (i) make
withdrawals from the Overconcentration Account from time to time in an amount up
to the Available Overconcentration Account Amount at such time, for the purposes
set forth in this Series Supplement, and (ii) on each Transfer Date make a
deposit into the Overconcentration Account in the amount specified in, and
otherwise in accordance with, subsection 4.11(k).
(b) Funds on deposit in the Overconcentration Account shall be invested
at the written direction of the Servicer by the Trustee in Eligible Investments.
Funds on deposit in the Overconcentration Account on any Transfer Date, after
giving effect to any withdrawals from the Overconcentration Account on such
Transfer Date, shall be invested in such investments that will mature so that
such funds will be available for withdrawal on or prior to the following
Transfer Date. The Trustee shall maintain for the benefit of the Investor
Certificateholders possession of the negotiable instruments or securities, if
any, evidencing such Eligible Investments. No Eligible Investment shall be
disposed of prior to its maturity. On each Transfer Date, all interest and
earnings (net of losses and investment expenses) accrued since the preceding
Transfer Date on funds on deposit in the Overconcentration Account shall be
retained in the
58
Overconcentration Account to the extent that the Available Overconcentration
Account Amount is less than the Required Overconcentration Account Amount, and
the balance, if any, shall be paid to the Transferor. For purposes of
determining the availability of funds or the balance in the Overconcentration
Account for any reason under this Series Supplement, except as otherwise
provided in the preceding sentence, investment earnings on such funds shall be
deemed not to be available or on deposit.
(c) On or before each Transfer Date, the Servicer shall calculate the
"OVERCONCENTRATION DRAW AMOUNT" which shall be equal to the amount payable from
the Overconcentration Account (up to the Available Overconcentration Account
Amount) to fund any deficiency in respect of the Class A Required Amount, the
Class B Required Amount or the Collateral Required Amount, in that order of
priority, pursuant to subsection 4.18(d).
(d) In the event that for any Transfer Date the Overconcentration Draw
Amount is greater than zero, the Overconcentration Draw Amount, up to the
Available Overconcentration Account Amount, shall be withdrawn from the
Overconcentration Account on such Transfer Date by the Trustee, acting in
accordance with the written instructions of the Servicer, and applied in the
following priority:
(i) an amount equal to the excess, if any, of (x) the Class A Required
Amount, if any, with respect to such Transfer Date over (y) the amount of Excess
Spread and Shared Excess Yield Collections with respect to the related
Collection Period, shall be used to fund any deficiency pursuant to subsections
4.9(a)(i), (ii) and (iii), in that order of priority;
(ii) an amount equal to the excess, if any, of (x) the Class B
Required Amount, if any, with respect to such Transfer Date over (y) the amount
of Excess Spread and Shared Excess Yield Collections allocated and available to
the Class B Certificates pursuant to subsection 4.11(c) on such Transfer Date
shall be used to fund any deficiency pursuant to subsections 4.9(b)(i) and (ii)
and 4.11(d), in that order of priority; and
(iii) an amount equal to the excess, if any, of (x) the Collateral
Required Amount, if any, with respect
59
to such Transfer Date over (y) the amount of Excess Spread and Shared Excess
Yield Collections allocated and available to the Collateral Interest Holder
pursuant to subsection 4.11(f) on such Transfer Date shall be used to fund any
deficiency pursuant to subsections 4.9(c)(i) and 4.11(h), in that order of
priority.
(e) In the event that the amount on deposit in the Overconcentration
Account on any Transfer Date, after giving effect to all deposits to, and
withdrawals from, the Overconcentration Account with respect to such Transfer
Date, is greater than the Required Overconcentration Account Amount, such excess
shall be withdrawn from the Overconcentration Account on such Transfer Date by
the Trustee, acting in accordance with the written instructions of the Servicer,
and applied in accordance with subsections 4.11(l) and (m), in that order of
priority.
SECTION 4.19 TRANSFEROR'S OR SERVICER'S FAILURE TO MAKE A DEPOSIT OR
PAYMENT. If the Servicer or the Transferor fails to make, or give instructions
to make, any payment or deposit (other than as required by subsections 2.4(d)
and (e) and 12.2(a) or Sections 10.2 and 12.1) required to be made or given by
the Servicer or the Transferor, respectively, at the time specified in the
Agreement (including applicable grace periods), the Trustee shall make such
payment or deposit from the applicable Investor Account, Interest Funding
Account, Principal Funding Account, Reserve Account or Overconcentration Account
without instruction from the Servicer or Transferor. The Trustee shall be
required to make any such payment, deposit or withdrawal hereunder only to the
extent that the Trustee has sufficient information to allow it to determine the
amount thereof; PROVIDED, HOWEVER, that the Trustee shall in all cases be deemed
to have sufficient information to determine the amount of interest payable to
the Series 1997-1 Certificateholders on each Distribution Date. The Servicer
shall, upon request of the Trustee, promptly provide the Trustee with all
information necessary to allow the Trustee to make such payment, deposit or
withdrawal. Such funds or the proceeds of such withdrawal shall be applied by
the Trustee in the manner in which such payment or deposit should have been made
by the Transferor or the Servicer, as the case may be.
60
SECTION 8. ARTICLE V OF THE AGREEMENT. Article V of the Agreement
shall read in its entirety as follows and shall be applicable only to the
Investor Certificateholders:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
SECTION 5.1 DISTRIBUTIONS. (a) On each Interest Payment Date, each
Special Payment Date, the Class A Expected Final Payment Date and the Series
1997-1 Termination Date, the Paying Agent shall distribute (in accordance with
the certificate delivered on or before the related Determination Date by the
Servicer to the Trustee pursuant to subsection 3.4(b)) to each Class A
Certificateholder of record on the immediately preceding Record Date (other than
as provided in subsection 2.4(e) or Section 12.3 respecting a final
distribution) such Certificateholder's PRO RATA share (based on the aggregate
Undivided Interests represented by Class A Certificates held by such
Certificateholder) of amounts as are payable to the Class A Certificateholders
pursuant to Section 4.9 by check mailed to each Class A Certificateholder (at
such Certificateholder's address as it appears in the Certificate Register),
except that with respect to Class A Certificates registered in the name of the
nominee of a Clearing Agency, such distribution shall be made in immediately
available funds.
(b) On each Interest Payment Date, each Special Payment Date, the Class
B Expected Final Payment Date and the Series 1997-1 Termination Date, the Paying
Agent shall distribute (in accordance with the certificate delivered on or
before the related Determination Date by the Servicer to the Trustee pursuant to
subsection 3.4(b)) to each Class B Certificateholder of record on the
immediately preceding Record Date (other than as provided in subsection 2.4(e)
or Section 12.3 respecting a final distribution) such Certificateholder's PRO
RATA share (based on the aggregate Undivided Interests represented by Class B
Certificates held by such Certificateholder) of amounts as are payable to the
Class B Certificateholders pursuant to Section 4.9 by check mailed to each Class
B Certificateholder (at such
61
Certificateholder's address as it appears in the Certificate Register), except
that with respect to Class B Certificates registered in the name of the nominee
of a Clearing Agency, such distribution shall be made in immediately available
funds.
SECTION 5.2 SERIES 1997-1 CERTIFICATEHOLDERS' STATEMENT. On or
before each Interest Payment Date (including the Class A Expected Final Payment
Date and the Class B Expected Final Payment Date) or Special Payment Date, the
Paying Agent on behalf of the Trustee shall forward to each Series 1997-1
Certificateholder, each Rating Agency and the Collateral Interest Holder a
statement substantially in the form of Exhibit C to this Series Supplement
prepared by the Servicer, delivered to the Trustee and setting forth certain
information relating to the Trust and the Certificates.
On or before January 31 of each calendar year, beginning with calendar
year 1998, the Trustee shall distribute to each Person who at any time during
the preceding calendar year was a Series 1997-1 Certificateholder, a statement
prepared by the Servicer containing the information required to be contained in
the regular monthly report to Series 1997-1 Certificateholders, aggregated for
such calendar year or the applicable portion thereof during which such Person
was a Series 1997-1 Certificateholder, together with such other customary
information (consistent with the treatment of the Certificates as debt) as the
Servicer deems necessary or desirable to enable the Series 1997-1
Certificateholders 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 9. EARLY AMORTIZATION EVENTS. If any one of the following
events shall occur with respect to the Investor Certificates:
(a) failure on the part of the Transferor (i) to make any payment or
deposit required by the terms of (A) the Agreement or (B) this Series
Supplement, on or before the date occurring five days after the date such
payment or deposit is required to be made herein or (ii) duly to observe or
perform in any material respect any
62
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
1997-1 Certificateholders (which determination shall be made without reference
to the amount of the Collateral Investor Interest) and which continues
unremedied 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 Investor Certificates evidencing Undivided Interests aggregating not less
than 50% of the Invested Amount of this Series 1997-1, and continues to affect
materially and adversely the interests of the Series 1997-1 Certificateholders
(which determination shall be made without reference to the amount of the
Collateral Investor Interest) for such period;
(b) any representation or warranty made by the Transferor in the
Agreement or this Series Supplement, or any information contained in a computer
file or microfiche list required to be delivered by the Transferor pursuant to
Section 2.1 or 2.6, (i) shall prove to have been incorrect in any material
respect when made or when delivered, which continues to be incorrect in any
material respect for a period of 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 Investor Certificates evidencing Undivided Interests aggregating not less
than 50% of the Invested Amount of this Series 1997-1, and (ii) as a result of
which the interests of the Series 1997-1 Certificateholders are materially and
adversely affected (which determination shall be made without reference to the
amount of the Collateral Investor Interest) and continue to be materially and
adversely affected for such period; PROVIDED, HOWEVER, that an Early
Amortization Event with respect to Series 1997-1 pursuant to this subsection
9(b) shall not be deemed to have occurred hereunder if the Transferor has
accepted reassignment or designation as an "Ineligible Receivable" of the
related Receivable, or all of such Receivables, if applicable, during such
period in accordance with the provisions of the Agreement;
63
(c) the Transferor shall fail to convey Receivables arising under
Additional Accounts to the Trust, as required by subsection 2.6(a);
(d) any Servicer Default shall occur which would have a material
adverse effect on the Series 1997-1 Certificateholders;
(e) the Class A Invested Amount shall not be paid in full on the Class
A Expected Final Payment Date or the Class B Invested Amount shall not be paid
in full on the Class B Expected Final Payment Date;
(f) on any Transfer Date, the Collateral Invested Amount is less than
the Required Collateral Invested Amount;
(g) on any three consecutive Transfer Dates, the excess, if any, of
the Required Overconcentration Account Amount over the amount on deposit in the
Overconcentration Account (after giving effect to any deposit to be made to, and
any withdrawal to be made from, the Overconcentration Account on such Transfer
Dates) divided by the Trust Principal Component is greater than 1% for such
Transfer Dates; or
(h) the Portfolio Yields for any three consecutive Collection Periods
are less than the average of the Base Rates for such Collection Periods;
then, in the case of any event described in subsection 9(a), (b) or (d) hereof,
after the applicable grace period set forth in such subparagraphs, either the
Trustee or Holders of Investor Certificates evidencing Undivided Interests
aggregating not less than 50% of the Invested Amount of this Series 1997-1 by
notice then given in writing to the Transferor and the Servicer (and to the
Trustee if given by the Certificateholders) may declare that an Early
Amortization Event has occurred with respect to Series 1997-1 as of the date of
such notice, and in the case of any event described in subsection 9(c), (e),
(f), (g) or (h) hereof, an Early Amortization Event with respect to Series
1997-1 shall occur without any notice or other action on the part of the Trustee
or the Investor Certificateholders immediately upon the occurrence of such
event.
64
SECTION 10. SERIES 1997-1 TERMINATION. The right of the Investor
Certificateholders to receive payments from the Trust will terminate on the
first Business Day following the Series 1997-1 Termination Date.
SECTION 11. 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 12. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 13. NO PETITION. The Transferor and the Servicer, by
entering into this Series Supplement, hereby covenant and agree that they will
not at any time institute against the Trust, or join in any institution against
the Trust of, any bankruptcy proceedings under any United States Federal or
state bankruptcy or similar law in connection with any obligations relating to
the Investor Certificateholders, the Agreement or this Series Supplement.
SECTION 14. TAX REPRESENTATION AND COVENANT. Any holder of a
Partnership Certificate shall be required to represent and covenant in
connection with such acquisition that (x) it has neither acquired, nor will it
sell, trade or transfer any interest in the Trust or cause any interest in the
Trust to be marketed on or through either (i) an "established securities market"
within the meaning of Code section 7704(b)(1), including without limitation an
interdealer quotation system that regularly disseminates firm buy or sell
quotations by identified brokers or dealers by electronic means or otherwise or
(ii) a "secondary market" within the meaning of Code section 7704(b)(2),
including a market wherein interests in the Trust are regularly quoted by any
person making a market in such interests and a market wherein any person
regularly makes available bid or offer quotes with respect to interests in the
Trust and stands ready to effect buy or sell transactions at the quoted prices
65
for itself or on behalf of others, (y) unless the Transferor consents otherwise,
such holder (i) is properly classified as, and will remain classified as, a
"corporation" as described in Code section 7701(a)(3) and (ii) is not, and will
not become, an S corporation as described in Code section 1361, and (z) it will
(i) cause any participant with respect to such interest otherwise permitted
hereunder to make similar representations and covenants for the benefit of the
Transferor and the Trust and (ii) forward a copy of such representations and
covenants to the Trustee. Each such holder shall further agree in connection
with its acquisition of such interest that, in the event of any breach of its
(or its participant's) representation and covenant that it (or its participant)
is and shall remain classified as a corporation other than an S corporation, the
Transferor shall have the right to procure a replacement investor to replace
such holder (or its participant), and further that such holder shall take all
actions necessary to permit such replacement investor to succeed to its rights
and obligations as a holder (or to the rights of its participant).
66
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series 1997-1 Supplement to be duly executed by their respective
officers as of the day and year first above written.
FIRST BANK OF SOUTH DAKOTA
(NATIONAL ASSOCIATION)
Transferor
By: /s/ Xxxxx X. Xxxxxxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Senior Vice President
and Treasurer
FBS CARD SERVICES, INC.
Servicer
By: /s/ Xxxxx X. Xxxxxx
---------------------------
Name: Xxxxx X. Xxxxxx
Title: Treasurer
CITIBANK, N.A.,
not in its individual
capacity, but solely as
Trustee
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxxx Xxxxxxx
Title: Senior Trust Officer
67
EXHIBIT A-1
FORM OF CERTIFICATE
CLASS A
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO FIRST BANK OF SOUTH DAKOTA (NATIONAL
ASSOCIATION) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS 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. 00000XXX0
FIRST BANK CORPORATE CARD MASTER TRUST
CLASS A 6.40%
ASSET BACKED CERTIFICATE, SERIES 1997-1
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of VISA (1) charge card receivables generated or acquired by First
Bank of South Dakota (National Association) and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement described
below.
(Not an interest in or obligation of
First Bank of South Dakota (National Association)
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "CLASS A CERTIFICATEHOLDER") is the
registered owner of an Undivided Interest in a trust (the "TRUST"), the
corpus of which consists of a portfolio of receivables (the "RECEIVABLES")
now existing and hereafter created and arising in connection with selected
VISA charge card
---------------------
(1) VISA -Registered Trademark- is a federally registered servicemark of
Visa U.S.A., Inc.
accounts (the "ACCOUNTS") of First Bank of South Dakota (National Association),
a national banking association, all monies due or to become due in payment of
the Receivables (including all recoveries on any charged-off Receivables and
amounts, if any, paid by corporate clients as co-obligors under Corporate Card
Agreements), the right to certain amounts received as Net Interchange, the
benefits of the Collateral Investor Interest, all proceeds of the foregoing and
the other assets and interests constituting the Trust pursuant to a Pooling and
Servicing Agreement dated as of February 1, 1997, as supplemented by the Series
1997-1 Supplement dated as of February 27, 1997 (collectively, as amended from
time to time, the "Pooling and Servicing Agreement"), by and among First Bank of
South Dakota (National Association), as Transferor (the "TRANSFEROR"), FBS Card
Services, Inc., as Servicer (the "SERVICER"), and Citibank, N.A., as Trustee
(the "TRUSTEE"), a summary of certain of the pertinent provisions of which is
set forth herein. To the extent not defined herein, capitalized terms used
herein have the respective meanings assigned to them in the Pooling and
Servicing Agreement.
A portion of the Collections on the Receivables received in any
Collection Period equal to the product of the aggregate amount of such
Collections and the Yield Factor will be treated as Yield Collections. The
remainder of such Collections will be treated as Principal Collections. The
Yield Factor will be equal to 2.00%. Yield Collections will also include
certain amounts of Net Interchange attributed to cardholder charges in the
Accounts during each Collection Period and net investment earnings, if any, on
funds on deposit in the Excess Funding Account.
The Series 1997-1 Certificates are issued in two classes, the Class A
Certificates (of which this certificate is one) and the Class B Certificates,
which are subordinated to the Class A Certificates in certain rights of payment
as described herein and in the Pooling and Servicing Agreement.
The Transferor has structured the Pooling and Servicing Agreement and
the Series 1997-1 Certificates with the intention that the Series 1997-1
Certificates will qualify under applicable tax law as indebtedness, and each of
the Transferor, the Holder of the Exchangeable Transferor Certificate, the
Servicer and each Series 1997-1 Certificateholder (or Series 1997-1 Certificate
Owner) by acceptance of its Series 1997-1 Certificate (or in the case of a
Series 1997-1 Certificate Owner, by virtue of such Series 1997-1 Certificate
Owner's acquisition of a beneficial interest therein), agrees to treat and to
take no action inconsistent with the treatment of the Series 1997-1 Certificates
(or any beneficial interest therein) as indebtedness for purposes of federal,
state, local and foreign income or franchise taxes and any other tax imposed on
or measured by income. Each Series 1997-1 Certificateholder agrees that it will
cause any Series
A-1-2
1997-1 Certificate Owner acquiring an interest in a Series 1997-1 Certificate
through it to comply with the Pooling and Servicing Agreement as to treatment of
the Series 1997-1 Certificates as indebtedness for certain tax purposes.
This Class A Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the Class A
Certificateholder by virtue of the acceptance hereof assents and by which the
Class A Certificateholder is bound. This Class A Certificate is one of a duly
authorized Series of Investor Certificates entitled "First Bank Corporate Card
Master Trust Class A 6.40% Asset Backed Certificates, Series 1997-1" (the "CLASS
A CERTIFICATES"), each of which represents an Undivided Interest in the Trust,
including the right to receive the Collections and other amounts allocated to
the Class A Certificates at the times and in the amounts specified in the
Pooling and Servicing Agreement and to be deposited in the Investor Accounts,
the Principal Funding Account, the Interest Funding Account, the Reserve Account
and the Overconcentration Account or paid to the Class A Certificateholders.
Also issued under the Pooling and Servicing Agreement are the "First
Bank Corporate Card Master Trust Class B 6.55% Asset Backed Certificates, Series
1997-1" (the "CLASS B CERTIFICATES"), which represent an Undivided Interest in
the Trust subordinate to the Class A Certificates, and the "First Bank Corporate
Card Master Trust Collateral Investor Interest, Series 1997-1" (the "COLLATERAL
INVESTOR INTEREST" and, collectively with the Class A Certificates and the Class
B Certificates, the "INVESTOR CERTIFICATES"), which is an undivided interest in
the Trust subordinated to the Class A Certificates and Class B Certificates.
The subordination of the Class B Certificates and the subordination of the
Collateral Investor Interest to the Class A Certificates, and amounts available
on deposit in the Overconcentration Account shall constitute the Enhancement for
the Class A Certificates.
The aggregate interest represented by the Class A Certificates and the
Class B Certificates at any time in the assets of the Trust shall not exceed an
amount equal to the Class A Invested Amount and the Class B Invested Amount,
respectively, at such time. As of the Closing Date, the Class A Initial
Invested Amount is $394,800,000, the Class B Initial Invested Amount is
$6,300,000 and the Collateral Initial Invested Amount is $18,900,000. The Class
A Invested Amount on any date of determination will be an amount equal to (a)
the Class A Initial Invested Amount MINUS (b) the aggregate amount of principal
payments made to the Class A Certificateholders prior to such date, MINUS (c)
the aggregate amount of unreimbursed Class A Investor
A-1-3
Charge-Offs for all prior Transfer Dates; PROVIDED, HOWEVER, that the Class A
Invested Amount may not be reduced below zero.
For the purpose of allocating Yield Collections and Defaulted
Receivables for each Collection Period during the Accumulation Period, the Class
A Invested Amount will be reduced (such reduced amount, the "Class A Adjusted
Invested Amount") by the aggregate principal amount of funds on deposit in the
Principal Funding Account. The Class A Invested Amount together with the
aggregate interest represented by the Class B Certificates in the assets of the
Trust (the "CLASS B INVESTED AMOUNT") and the aggregate interest represented by
the Collateral Invested Amount in the assets of the Trust are sometimes
collectively referred to herein as the "Invested Amount."
In addition to the Class A Certificates, the Class B Certificates and
the Collateral Investor Interest, an Exchangeable Transferor Certificate
representing an undivided interest in the Trust will be issued to the Transferor
pursuant to the Pooling and Servicing Agreement. The Exchangeable Transferor
Certificate will represent the interest in the assets of the Trust not
represented by all of the Series of Investor Certificates issued by the Trust.
The Exchangeable Transferor Certificate may be exchanged by the Transferor
pursuant to the Pooling and Servicing Agreement for a newly issued Series of
Investor Certificates and a reissued Exchangeable Transferor Certificate upon
the conditions set forth in the Pooling and Servicing Agreement.
Interest will accrue on the Class A Certificates at a rate equal to
6.40% per annum (the "CLASS A CERTIFICATE RATE"), and, except as otherwise
provided herein, will be distributed to Class A Certificateholders semiannually
on the 15th day of February and August of each year (or, if any such day is not
a Business Day, on the next succeeding Business Day) and on the Class A Expected
Final Payment Date (each, an "Interest Payment Date"), commencing August 15,
1997. If an Early Amortization Event occurs, then thereafter interest will be
distributed to the Class A Certificateholders monthly on each Special Payment
Date. Interest for any Interest Payment Date will include accrued interest at
the Class A Certificate Rate from and including the Closing Date (in the case of
the first Interest Payment Date) or from and including the 15th day of the sixth
calendar month preceding the calendar month in which such Interest Payment Date
occurs, to but excluding the 15th day of the calendar month in which such
Interest Payment Date occurs. Interest for any Interest Payment Date or Special
Payment Date due but not paid on an Interest Payment Date or Special Payment
Date will be due on the next succeeding Interest Payment Date or Special Payment
Date together with, to the extent permitted by applicable law, additional
interest on such overdue interest at the Class A Certifi-
A-1-4
cate Rate. Interest will be calculated on the basis of a 360-day year of twelve
30-day months.
During the Early Amortization Period, in addition to monthly payments
of interest, Class A Monthly Principal will be distributed to the Class A
Certificateholders on each Special Payment Date until the Class A Invested
Amount has been paid in full. With respect to the Accumulation Period, in
addition to semiannual payments of interest, the amount on deposit in the
Principal Funding Account will be distributed as principal to the Class A
Certificateholders on the February 2002 Distribution Date (the "CLASS A EXPECTED
FINAL PAYMENT DATE"), unless distributed earlier as a result of the occurrence
of an Early Amortization Event in accordance with the Pooling and Servicing
Agreement.
On or before each Transfer Date, the Servicer shall instruct the
Trustee in writing to withdraw and the Trustee, acting in accordance with such
instructions, shall withdraw on such Transfer Date, from the Collection Account
to the extent of funds on deposit therein (i) from Yield Collections processed
as of the end of the preceding Collection Period which have been allocated to
the Series 1997-1 Certificates, (ii) with respect to the Class A Certificates,
from other amounts constituting Class A Available Funds, and (iii) with respect
to the Class B Certificates, from other amounts constituting Class B Available
Funds, the following amounts: (x) an amount equal to one-twelfth (1/12) of the
product of (i) the Class A Certificate Rate and (ii) the outstanding principal
balance of the Class A Certificates as of the last Business Day of the preceding
calendar month ("Class A Monthly Interest"); PROVIDED, HOWEVER, that with
respect to the first Distribution Date, Class A Monthly Interest shall be equal
to the interest accrued on the outstanding principal balance of the Class A
Certificates as of the Closing Date at the Class A Certificate Rate for the
period from and including the Closing Date through the day preceding such
Distribution Date; and (y) amounts up to the Class B Monthly Interest followed
by the Collateral Monthly Interest, in the actual amounts and manner described
in the Pooling and Servicing Agreement. The Trustee shall deposit the amounts
withdrawn from the Collection Account in respect of Class A Monthly Interest and
Class B Monthly Interest into the Interest Funding Account on such Transfer
Date.
On each Transfer Date, the Trustee shall allocate the Class A
Available Funds on deposit in the Collection Account, as required by the Pooling
and Servicing Agreement, in the following order of priority: (i) an amount
equal to the Class A Monthly Interest for such Transfer Date, PLUS the amount of
any Class A Deficiency Amount for such Transfer Date, PLUS the amount of any
Class A Additional Interest for such Transfer Date, (ii) an amount equal to the
Class A Servicing Fee for the prior Collection Period PLUS the amount of any
Class A Servicing Fee due but not paid on any prior Transfer Date and (iii) an
amount equal to
A-1-5
the Class A Investor Default Amount, if any, for the prior Collection Period.
The Trustee on each Transfer Date shall allocate the Class B Available Funds on
deposit in the Collection Account, as required by the Pooling and Servicing
Agreement, in the following order of priority: (i) the Class B Monthly Interest
for such Transfer Date, PLUS the amount of any Class B Deficiency Amount for
such Transfer Date, PLUS the amount of any Class B Additional Interest for such
Transfer Date, and (ii) the Class B Servicing Fee for the prior Collection
Period PLUS the amount of any Class B Servicing Fee due but not paid on any
prior Transfer Date. The balance of the amount allocated from the Collection
Account to the Series 1997-1 Certificates, if any, after giving effect to the
applications above and payments in respect of the Collateral Servicing Fee shall
constitute "Excess Spread."
On or before the Transfer Date immediately succeeding the Collection
Period in which the Accumulation Period or the Early Amortization Period
commences and on or before each Transfer Date thereafter, the Servicer shall
instruct the Trustee in writing to withdraw, and the Trustee, acting in
accordance with such instructions, shall withdraw on such Transfer Date from the
Collection Account an amount equal to the Available Investor Principal
Collections on deposit in the Collection Account PLUS the amount of any
Reallocated Principal Collections used to fund any Class A Investor Default
Amount or Class B Investor Default Amount, and from such amounts, (A) deposit or
distribute, as the case may be, an amount equal to Class A Monthly Principal (i)
during the Accumulation Period, into the Principal Funding Account, and (ii)
during the Early Amortization Period, to the Paying Agent for payment to the
Class A Certificateholders on the next Special Payment Date, (B) after the Class
A Invested Amount has been paid in full, distribute an amount equal to Class B
Monthly Principal to the Paying Agent for payment to the Class B
Certificateholders on the next Distribution Date, and (C) any remaining portion
of the Available Investor Principal Collections PLUS the amount of any
Reallocated Principal Collections used to fund any Class A Investor Default
Amount or Class B Investor Default Amount shall be used for payment of
Collateral Monthly Principal.
On the earlier to occur of the first Transfer Date with respect to the
Early Amortization Period or the Transfer Date immediately preceding the Class A
Expected Final Payment Date, the Servicer shall instruct the Trustee to
withdraw, and the Trustee shall withdraw from the Principal Funding Account the
amount on deposit therein and distribute such amount to the Paying Agent for
payment to the Class A Certificateholders on the first Special Payment Date with
respect to the Early Amortization Period or the Class A Expected Final Payment
Date, as applicable.
A-1-6
On the Class A Expected Final Payment Date or on each Special Payment
Date with respect to an Early Amortization Period, the Trustee shall pay from
amounts on deposit in the Collection Account an amount equal to the lesser of
the Class A Invested Amount and the amount of Available Investor Principal
Collections on deposit in the Collection Account PLUS the amount of any
Reallocated Principal Collections used to fund any Class A Investor Default
Amount or Class B Investor Default Amount, in each case with respect to the
related Collection Period, and after the Class A Invested Amount has been paid
in full (after taking into account distributions to be made on the related
Distribution Date), the Available Investor Principal Collections PLUS the amount
of any Reallocated Principal Collections used to fund any Class A Investor
Default Amount or Class B Investor Default Amount shall be applied to the Class
B Certificates and Collateral Investor Interest as specified in the Pooling and
Servicing Agreement.
On each Interest Payment Date or Special Payment Date, the Trustee
shall pay to the Class A Certificateholders and the Class B Certificateholders
the amounts deposited on the related Transfer Date or Transfer Dates into the
Interest Funding Account in respect of Class A Monthly Interest and Class B
Monthly Interest, respectively. On each Transfer Date, the Trustee shall pay to
the Collateral Interest Holder the Collateral Monthly Interest, to the extent
funds are available. Distributions with respect to this Series 1997-1
Certificate will be made by the Trustee by, except as otherwise provided in the
Pooling and Servicing Agreement, check mailed to the address of each Series
1997-1 Certificateholder of record appearing in the Certificate Register and
except for the final distribution in respect of this Series 1997-1 Certificate,
without the presentation or surrender of this Series 1997-1 Certificate or the
making of any notation thereon; PROVIDED, HOWEVER, that with respect to Series
1997-1 Certificates registered in the name of the nominee of a Clearing Agency,
distributions will be made by wire transfer of immediately available funds.
This Class A Certificate represents an interest in only the First Bank
Corporate Card Master Trust. This Class A Certificate does not represent an
obligation of, or an interest in, the Transferor or the Servicer, and neither
the Series 1997-1 Certificates nor the Accounts or Receivables are insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency. This Series 1997-1 Certificate is limited in right of
payment to certain collections and other amounts in respect of the Receivables,
all as more specifically set forth herein and in the Pooling and Servicing
Agreement.
The transfer of this Class A Certificate shall be registered in the
Certificate Register upon surrender of this Certificate for registration of
transfer at any office or agency
A-1-7
maintained by the Transfer Agent and Registrar accompanied by a written
instrument of transfer in a form satisfactory to the Trustee and the Transfer
Agent and Registrar duly executed by the Class A Certificateholder or such Class
A Certificateholder's attorney-in-fact duly authorized in writing, and thereupon
one or more new Class A Certificates of authorized denominations and for the
same aggregate Undivided Interests will be issued to the designated transferee
or transferees.
The Servicer, the Trustee and the Transfer Agent and Registrar, and
any agent of any of them, may treat the Person in whose name this Class A
Certificate is registered as the owner hereof for all purposes, and neither the
Servicer, the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor
any agent of any of them or of any such agent shall be affected by notice to the
contrary except in certain circumstances described in the Pooling and Servicing
Agreement.
The Pooling and Servicing Agreement provides that the right of the
Series 1997-1 Certificateholders to receive payment from the Trust will
terminate on the first Business Day following the Series 1997-1 Termination
Date. Upon the termination of the Trust pursuant to Section 12.1 of the Pooling
and Servicing Agreement, the Trustee shall assign and convey to the Holder of
the Exchangeable Transferor Certificate (without recourse, representation or
warranty) all right, title and interest of the Trust in the Receivables, whether
then existing or thereafter created, and all proceeds of such Receivables and
Insurance Proceeds relating to such Receivables. The Trustee shall execute and
deliver such instruments of transfer and assignment, in each case without
recourse, as shall be prepared by the Servicer reasonably requested by the
Holder of the Exchangeable Transferor Certificate to vest in such Holder all
right, title and interest which the Trustee had in the Receivables.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Class A Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement, or be
valid for any purpose.
A-1-8
IN WITNESS WHEREOF, First Bank of South Dakota (National Association)
has caused this Class A Certificate to be duly executed by a duly authorized
officer.
By:
-------------------------
Authorized Officer
Date: February 27, 1997
CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in the
within-mentioned Pooling and Servicing Agreement.
CITIBANK, N.A.,
Trustee
By:
-------------------------
Authorized Signatory
EXHIBIT A-2
FORM OF CERTIFICATE
CLASS B
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO FIRST BANK OF SOUTH DAKOTA (NATIONAL
ASSOCIATION) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS 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. R-1 $6,300,000
CUSIP NO. 00000XXX0
FIRST BANK CORPORATE CARD MASTER TRUST
CLASS B 6.55%
ASSET BACKED CERTIFICATE, SERIES 1997-1
Evidencing an Undivided Interest in a trust, the corpus of which consists of
a portfolio of VISA -Registered Trademark- (1) charge card receivables
generated or acquired by First Bank of South Dakota (National Association)
and other assets and interests constituting the Trust under the Pooling and
Servicing Agreement described below.
(Not an interest in or obligation of
First Bank of South Dakota (National Association)
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "CLASS B CERTIFICATEHOLDER") is
the registered owner of an Undivided Interest in a trust (the "TRUST"), the
corpus of which consists of a portfolio of receivables (the "RECEIVABLES") now
existing and hereafter created and arising in connection with selected VISA
charge card
--------------------
(1) VISA -Registered Trademark- is a federally registered servicemark of Visa
U.S.A., Inc.
accounts (the "ACCOUNTS") of First Bank of South Dakota (National Association),
a national banking association, all monies due or to become due in payment of
the Receivables (including all recoveries on any charged-off Receivables and
amounts, if any, paid by corporate clients as co-obligors under Corporate Card
Agreements), the right to certain amounts received as Net Interchange, the
benefits of the Collateral Investor Interest, all proceeds of the foregoing and
the other assets and interests constituting the Trust pursuant to a Pooling and
Servicing Agreement dated as of February 1, 1997 as supplemented by the Series
1997-1 Supplement dated as of February 27, 1997 (collectively, as amended from
time to time, the "Pooling and Servicing Agreement"), by and among First Bank of
South Dakota (National Association), as Transferor (the "TRANSFEROR"), FBS Card
Services, Inc. as Servicer (the "SERVICER"), and Citibank, N.A., as Trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth herein. To the extent not defined herein, capitalized terms used herein
have the respective meanings assigned to them in the Pooling and Servicing
Agreement.
A portion of the Collections on the Receivables received in any
Collection Period equal to the product of the aggregate amount of such
Collections and the Yield Factor will be treated as Yield Collections. The
remainder of such Collections will be treated as Principal Collections. The
Yield Factor will be equal to 2.00%. Yield Collections will also include
certain amounts of Net Interchange attributed to cardholder charges in the
Accounts during each Collection Period and net investment earnings, if any, on
funds on deposit in the Excess Funding Account.
The Series 1997-1 Certificates are issued in two classes, the Class A
Certificates and the Class B Certificates (of which this certificate is one),
which are subordinated to the Class A Certificates in certain rights of payment
as described herein and in the Pooling and Servicing Agreement.
The Transferor has structured the Pooling and Servicing Agreement and
the Series 1997-1 Certificates with the intention that the Series 1997-1
Certificates will qualify under applicable tax law as indebtedness, and each of
the Transferor, the Holder of the Exchangeable Transferor Certificate, the
Servicer and each Series 1997-1 Certificateholder (or Series 1997-1 Certificate
Owner) by acceptance of its Series 1997-1 Certificate (or in the case of a
Series 1997-1 Certificate Owner, by virtue of such Series 1997-1 Certificate
Owner's acquisition of a beneficial interest therein), agrees to treat and to
take no action inconsistent with the treatment of the Series 1997-1 Certificates
(or any beneficial interest therein) as indebtedness for purposes of federal,
state, local and foreign income or franchise taxes and any other tax imposed on
or measured by income. Each Series 1997-1 Certificateholder agrees that it will
cause any Series
A-2-2
1997-1 Certificate Owner acquiring an interest in a Series 1997-1 Certificate
through it to comply with the Pooling and Servicing Agreement as to treatment of
the Series 1997-1 Certificates as indebtedness for certain tax purposes.
This Class B Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the Class B
Certificateholder by virtue of the acceptance hereof assents and by which the
Class B Certificateholder is bound. This Class B Certificate is one of a duly
authorized Series of Investor Certificates entitled "First Bank Corporate Card
Master Trust Class B 6.55% Asset Backed Certificates, Series 1997-1" (the "CLASS
B CERTIFICATES"), each of which represents an Undivided Interest in the Trust,
including the right to receive the Collections and other amounts allocated to
the Class B Certificates at the times and in the amounts specified in the
Pooling and Servicing Agreement and to be deposited in the Investor Accounts,
the Principal Funding Account, the Interest Funding Account, the Reserve Account
and the Overconcentration Account or paid to the Class B Certificateholders.
Also issued under the Pooling and Servicing Agreement are the "First
Bank Corporate Card Master Trust Class A 6.40% Asset Backed Certificates, Series
1997-1" (the "CLASS A CERTIFICATES"), which represent an Undivided Interest in
the Trust, and the "First Bank Corporate Card Master Trust Collateral Investor
Interest, Series 1997-1" (the "COLLATERAL INVESTOR INTEREST" and, collectively
with the Class A Certificates and the Class B Certificates, the "INVESTOR
CERTIFICATES"), which is an undivided interest in the Trust subordinated to the
Class A Certificates and Class B Certificates. The subordination of the
Collateral Investor Interest to the Class B Certificates, and amounts available
on deposit in the Overconcentration Account shall constitute the Enhancement for
the Class B Certificates.
THE CLASS B CERTIFICATES ARE SUBORDINATED TO THE CLASS A CERTIFICATES.
The aggregate interest represented by the Class A Certificates and the
Class B Certificates at any time in the assets of the Trust shall not exceed an
amount equal to the Class A Invested Amount and the Class B Invested Amount,
respectively, at such time. As of the Closing Date, the Class A Initial
Invested Amount is $394,800,000, the Class B Initial Invested Amount is
$6,300,000 and the Collateral Initial Invested Amount is $18,900,000. The Class
B Invested Amount on any date of determination will be an amount equal to (a)
the Class B Initial Invested Amount, MINUS (b) the aggregate amount of principal
payments made to the Class B Certificateholders prior to such date, MINUS (c)
the aggregate amount of Class B Investor Charge-Offs
A-2-3
for all prior Transfer Dates, MINUS (d) the amount of Reallocated Class B
Principal Collections allocated pursuant to subsection 4.12(a) of the Pooling
and Servicing Agreement on all prior Transfer Dates, MINUS (e) an amount equal
to the amount by which the Class B Invested Amount has been reduced on all prior
Transfer Dates pursuant to subsection 4.10(a) of the Pooling and Servicing
Agreement and PLUS (f) the aggregate amount of Excess Spread and Shared Excess
Yield Collections allocated and available on all prior Transfer Dates pursuant
to subsection 4.11(d) of the Pooling and Servicing Agreement, for the purpose of
reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and (e);
PROVIDED, HOWEVER, that the Class B Invested Amount may not be reduced below
zero.
The Class B Invested Amount together with the Class A Invested Amount
and the aggregate interest represented by the Collateral Invested Amount in the
assets of the Trust are sometimes collectively referred to herein as the
"Invested Amount."
In addition to the Class A Certificates, the Class B Certificates and
the Collateral Investor Interest, an Exchangeable Transferor Certificate
representing an undivided interest in the Trust will be issued to the Transferor
pursuant to the Pooling and Servicing Agreement. The Exchangeable Transferor
Certificate will represent the interest in the assets of the Trust not
represented by all of the Series of Investor Certificates issued by the Trust.
The Exchangeable Transferor Certificate may be exchanged by the Transferor
pursuant to the Pooling and Servicing Agreement for a newly issued Series of
Investor Certificates and a reissued Exchangeable Transferor Certificate upon
the conditions set forth in the Pooling and Servicing Agreement.
Interest will accrue on the Class B Certificates at a rate equal to
6.55% per annum (the "CLASS B CERTIFICATE RATE"), and, except as otherwise
provided herein, will be distributed to Class B Certificateholders semiannually
on the 15th day of February and August of each year (or, if any such day is not
a Business Day, on the next succeeding Business Day) and on the Class B Expected
Final Payment Date (each, an "Interest Payment Date"), commencing August 15,
1997. If an Early Amortization Event occurs, then thereafter interest will be
distributed to the Class B Certificateholders monthly on each Special Payment
Date. Interest for any Interest Payment Date will include accrued interest at
the Class B Certificate Rate from and including the Closing Date (in the case of
the first Interest Payment Date) or from and including the 15th day of the sixth
calendar month preceding the calendar month in which such Interest Payment Date
occurs, to but excluding the 15th day of the calendar month in which such
Interest Payment Date occurs. Interest for any Interest Payment Date or Special
Payment Date due but not paid on an Interest Payment Date or Special Payment
Date will be due on
A-2-4
the next succeeding Interest Payment Date or Special Payment Date together with,
to the extent permitted by applicable law, additional interest on such overdue
interest at the Class B Certificate Rate. Interest will be calculated on the
basis of a 360-day year of twelve 30-day months.
During the Early Amortization Period, in addition to monthly payments
of interest, following payment in full of the Class A Invested Amount, Class B
Monthly Principal will be distributed to the Class B Certificateholder on each
Special Payment Date until the Class B Invested Amount has been paid in full.
With respect to the Accumulation Period following payment in full of the Class A
Invested Amount, Class B Monthly Principal will be distributed to the Class B
Certificateholders on the February 2002 Distribution Date (the "CLASS B EXPECTED
FINAL PAYMENT DATE"), unless distributed earlier as a result of the occurrence
of an Early Amortization Event in accordance with the Pooling and Servicing
Agreement.
On or before each Transfer Date, the Servicer shall instruct the
Trustee in writing to withdraw and the Trustee, acting in accordance with such
instructions, shall withdraw on such Transfer Date, from the Collection Account
to the extent of funds on deposit therein (i) from Yield Collections processed
as of the end of the preceding Collection Period which have been allocated to
the Series 1997-1 Certificates, (ii) with respect to the Class A Certificates,
from other amounts constituting Class A Available Funds, and (iii) with respect
to the Class B Certificates, from other amounts constituting Class B Available
Funds, the following amounts: (x) amounts up to the Class A Monthly Interest;
(y) an amount equal to one-twelfth (1/12) of the product of (i) the Class B
Certificate Rate and (ii) the outstanding principal balance of the Class B
Certificates as of the last Business Day of the preceding calendar month ("Class
B Monthly Interest"), PROVIDED, HOWEVER, that with respect to the first
Distribution Date, Class B Monthly Interest shall be equal to the interest
accrued on the outstanding principal balance of the Class B Certificates as of
the Closing Date at the Class B Certificate Rate for the period from and
including the Closing Date through the day preceding such Distribution Date; and
(z) amounts up to the Collateral Monthly Interest, in the actual amounts and
manner described in the Pooling and Servicing Agreement. The Trustee shall
deposit the amounts withdrawn from the Collection Account in respect of Class A
Monthly Interest and Class B Monthly Interest into the Interest Funding Account.
On each Transfer Date, the Trustee shall allocate the Class A
Available Funds on deposit in the Collection Account, as required by the Pooling
and Servicing Agreement, in the following order of priority: (i) an amount
equal to the Class A Monthly Interest for such Transfer Date, PLUS the amount of
any Class A Deficiency Amount for such Transfer Date, PLUS the amount of any
A-2-5
Class A Additional Interest for such Transfer Date, (ii) an amount equal to the
Class A Servicing Fee for the prior Collection Period PLUS the amount of any
Class A Servicing Fee due but not paid on any prior Transfer Date and (iii) an
amount equal to the Class A Investor Default Amount, if any, for the prior
Collection Period. The Trustee on each Transfer Date shall allocate the Class B
Available Funds on deposit in the Collection Account, as required by the Pooling
and Servicing Agreement, in the following order of priority: (i) the Class B
Monthly Interest for such Transfer Date, PLUS the amount of any Class B
Deficiency Amount for such Transfer Date, PLUS the amount of any Class B
Additional Interest for such Transfer Date, and (ii) the Class B Servicing Fee
for the prior Collection Period PLUS the amount of any Class B Servicing Fee due
but not paid on any prior Transfer Date. The balance of the amount allocated
from the Collection Account to the Series 1997-1 Certificates, if any, after
giving effect to the applications above and payments in respect of the
Collateral Servicing Fee shall constitute "Excess Spread."
On or before the Transfer Date immediately succeeding the Collection
Period in which the Accumulation Period or the Early Amortization Period
commences and on or before each Transfer Date thereafter, the Servicer shall
instruct the Trustee in writing to withdraw, and the Trustee, acting in
accordance with such instructions, shall withdraw on such Transfer Date from the
Collection Account an amount equal to the Available Investor Principal
Collections on deposit in the Collection Account PLUS the amount of any
Reallocated Principal Collections used to fund any Class A Investor Default
Amount or Class B Investor Default Amount, and from such amounts, (A) deposit or
distribute, as the case may be, an amount equal to Class A Monthly Principal (i)
during the Accumulation Period, into the Principal Funding Account, and (ii)
during the Early Amortization Period, to the Paying Agent for payment to the
Class A Certificateholders on the next Special Payment Date, (B) after the Class
A Invested Amount has been paid in full, distribute an amount equal to Class B
Monthly Principal to the Paying Agent for payment to the Class B
Certificateholders on the next Distribution Date, and (C) any remaining portion
of the Available Investor Principal Collections PLUS the amount of any
Reallocated Principal Collections used to fund any Class A Investor Default
Amount or Class B Investor Default Amount shall be used for payment of
Collateral Monthly Principal.
On the Class B Expected Final Payment Date or on each Distribution
Date with respect to an Early Amortization Period, the Trustee shall pay from
amounts on deposit in the Collection Account an amount equal to the lesser of
the Class B Invested Amount and the amount of Available Investor Principal
Collections on deposit in the Collection Account PLUS the amount of any
Reallocated Principal Collections used to fund any Class A
A-2-6
Investor Default Amount or Class B Investor Default Amount, in each case with
respect to the related Collection Period after payment of any Class A Monthly
Principal, and after the Class B Invested Amount has been paid in full (after
taking into account distributions to be made on the related Distribution Date),
the Available Investor Principal Collections PLUS the amount of any Reallocated
Principal Collections used to fund any Class A Investor Default Amount or Class
B Investor Default Amount shall be applied to the Collateral Investor Interest
as specified in the Pooling and Servicing Agreement.
On each Interest Payment Date or Special Payment Date, the Trustee
shall pay to the Class A Certificateholders and the Class B Certificateholders
the amounts deposited on the related Transfer Date or Transfer Dates into the
Interest Funding Account in respect of Class A Monthly Interest and Class B
Monthly Interest, respectively. On each Transfer Date, the Trustee shall pay to
the Collateral Interest Holder the Collateral Monthly Interest, to the extent
funds are available. Distributions with respect to this Series 1997-1
Certificate will be made by the Trustee by, except as otherwise provided in the
Pooling and Servicing Agreement, check mailed to the address of each Series
1997-1 Certificateholder of record appearing in the Certificate Register and
except for the final distribution in respect of this Series 1997-1 Certificate,
without the presentation or surrender of this Series 1997-1 Certificate or the
making of any notation thereon; PROVIDED, HOWEVER, that with respect to Series
1997-1 Certificates registered in the name of the nominee of a Clearing Agency,
distributions will be made by wire transfer of immediately available funds.
This Class B Certificate represents an interest in only the First Bank
Corporate Card Master Trust. This Class B Certificate does not represent an
obligation of, or an interest in, the Transferor or the Servicer, and neither
the Series 1997-1 Certificates nor the Accounts or Receivables are insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency. This Series 1997-1 Certificate is limited in right of
payment to certain collections and other amounts in respect of the Receivables,
all as more specifically set forth herein and in the Pooling and Servicing
Agreement.
The transfer of this Class B Certificate shall be registered in the
Certificate Register upon surrender of this Certificate for registration of
transfer at any office or agency maintained by the Transfer Agent and Registrar
accompanied by a written instrument of transfer in a form satisfactory to the
Trustee and the Transfer Agent and Registrar duly executed by the Class B
Certificateholder or such Class B Certificateholder's attorney-in-fact duly
authorized in writing, and thereupon one or more new Class B Certificates of
authorized denominations and for
A-2-7
the same aggregate Undivided Interests will be issued to the designated
transferee or transferees.
The Servicer, the Trustee and the Transfer Agent and Registrar, and
any agent of any of them, may treat the Person in whose name this Class B
Certificate is registered as the owner hereof for all purposes, and neither the
Servicer, the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor
any agent of any of them or of any such agent shall be affected by notice to the
contrary except in certain circumstances described in the Pooling and Servicing
Agreement.
The Pooling and Servicing Agreement provides that the right of the
Series 1997-1 Certificateholders to receive payment from the Trust will
terminate on the first Business Day following the Series 1997-1 Termination
Date. Upon the termination of the Trust pursuant to Section 12.1 of the Pooling
and Servicing Agreement, the Trustee shall assign and convey to the Holder of
the Exchangeable Transferor Certificate (without recourse, representation or
warranty) all right, title and interest of the Trust in the Receivables, whether
then existing or thereafter created, and all proceeds of such Receivables and
Insurance Proceeds relating to such Receivables. The Trustee shall execute and
deliver such instruments of transfer and assignment, in each case without
recourse, as shall be prepared by the Servicer reasonably requested by the
Holder of the Exchangeable Transferor Certificate to vest in such Holder all
right, title and interest which the Trustee had in the Receivables.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Class B Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement, or be
valid for any purpose.
A-2-8
IN WITNESS WHEREOF, First Bank of South Dakota (National Association)
has caused this Class B Certificate to be duly executed by a duly authorized
officer.
By:
-------------------------
Authorized Officer
Date: February 27, 1997
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates referred to in the
within-mentioned Pooling and Servicing Agreement.
CITIBANK, N.A.
Trustee
By:
-------------------------
Authorized Signatory
A-2-9
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION
TO THE TRUSTEE
CITIBANK, N.A.
FIRST BANK CORPORATE CARD MASTER TRUST SERIES 1997-1
COLLECTION PERIOD ENDING __________ __, ____
Capitalized terms used in this notice have their respective meanings set forth
in the Pooling and Servicing Agreement. References herein to certain sections
and subsections are references to the respective sections and subsections of the
Pooling and Servicing Agreement as supplemented by the Series 1997-1 Supplement.
This notice is delivered pursuant to Section 4.9.
A) FBS Card Services, Inc. is the Servicer under the Pooling and
Servicing Agreement.
B) The undersigned is a Servicing Officer.
C) The date of this notice is on or before the related Transfer Date
under the Pooling and Servicing Agreement.
I. INSTRUCTION TO MAKE A WITHDRAWAL
Pursuant to Section 4.9, the Servicer does hereby instruct the Trustee (i) to
make withdrawals or allocations, as the case may be, from the Collection
Account, the Interest Funding Account and the Principal Funding Account on
___________ __, ____, which date is a Transfer Date under the Pooling and
Servicing Agreement, in aggregate amounts set forth below in respect of the
following amounts and (ii) to apply the proceeds of such withdrawals in
accordance with subsection 3(a) of the Series 1997-1 Supplement and Section 4.9
of the Pooling and Servicing Agreement:
A. Pursuant to subsection 3(a) of the Series
1997-1 Supplement:
1. Servicer Interchange $_________________
B. Pursuant to subsection 4.9(a)(i):
1. Class A Monthly Interest at the Class
A Certificate Rate on the Class A In-
vested Amount $_________________
2. Class A Deficiency Amount $_________________
3. Class A Additional Interest $_________________
C. Pursuant to subsection 4.9(a)(ii):
Page
----
1. Class A Servicing Fee $_________________
2. Accrued and unpaid Class A Servicing
Fee $_________________
D. Pursuant to subsection 4.9(a)(iii):
1. Class A Investor Default Amount $_________________
E. Pursuant to subsection 4.9(a)(iv):
1. Portion of Excess Spread from Class A
Available Funds to be allocated and
distributed as provided in Section 4.11 $_________________
F. Pursuant to subsection 4.9(b)(i):
1. Class B Monthly Interest at the Class
B Certificate Rate on the Class B In-
vested Amount $_________________
2. Class B Deficiency Amount $_________________
3. Class B Additional Interest $_________________
G. Pursuant to subsection 4.9(b)(ii):
1. Class B Servicing Fee $_________________
2. Accrued and unpaid Class B Servicing
Fee $_________________
H. Pursuant to subsection 4.9(b)(iii):
1. Portion of Excess Spread from Class B
Available Funds to be allocated and
distributed as provided in Section
4.11 $_________________
I. Pursuant to subsection 4.9(c)(i):
1. Collateral Servicing Fee $_________________
2. Accrued and unpaid Collateral Servic-
ing Fee $_________________
J. Pursuant to subsection 4.9(c)(ii):
1. Portion of Excess Spread from Collat-
eral Available Funds to be allocated
and distributed as provided in Section
4.11 $_________________
K. Pursuant to subsection 4.9(d)(i):
1. Collateral Monthly Principal, if any,
applied in accordance with the Loan
Agreement $_________________
B-2
Page
-----
L. Pursuant to subsection 4.9(d)(ii):
1. Amount to be treated as Shared Prin-
cipal Collections $_________________
M. Pursuant to subsection 4.9(d)(iii):
1. Amount to be paid to the Holder of the
Exchangeable Transferor Certificate $_________________
2. Amount to be deposited in the Excess
Funding Account $_________________
N. Pursuant to subsection 4.9(e)(i):
1. Class A Monthly Principal $_________________
O. Pursuant to subsection 4.9(e)(ii):
1. Class B Monthly Principal $_________________
P. Pursuant to subsection 4.9(e)(iii):
1. Collateral Monthly Principal to be
applied in accordance with the Loan
Agreement $_________________
Q. Pursuant to subsection 4.9(e)(iv):
1. Amount to be treated as Shared Prin-
cipal Collections $_________________
R. Pursuant to subsection 4.9(e)(v):
1. Amount to be paid to the Holder of the
Exchangeable Transferor Certificate $_________________
2. Amount to be deposited in the Excess
Funding Account $_________________
S. Pursuant to subsection 4.9(e)(i) and (ii):
1. Amount to be withdrawn from the Prin-
cipal Funding Account and distributed
to the Paying Agent for distribution
to the Certificateholders on the next
Distribution Date or Special Payment
Date
$_________________
B-3
Page
-----
II. INSTRUCTION TO MAKE CERTAIN PAYMENTS
Pursuant to Section 4.9, the Servicer does hereby instruct the Trustee to pay in
accordance with Section 5.1 from the Collection Account, Interest Funding
Account, or the Principal Funding Account on __________ __, ____, which date is
a Distribution Date under the Pooling and Servicing Agreement, amounts so
deposited in the Collection Account, Interest Funding Account, or the Principal
Funding Account pursuant to Section 4.9 as set forth below:
A. Pursuant to subsection 4.9(a)(i) and (b)(i):
1. Amount to be distributed to Class A
Certificateholders $_________________
2. Amount to be distributed to Class B
Certificateholders $_________________
B. Pursuant to subsection 4.9(e)(i) and (ii):
1. Amount to be distributed to the Class
A Certificateholders $_________________
2. Amount to be distributed to the Class
B Certificateholders $_________________
III. APPLICATION OF EXCESS SPREAD AND SHARED
EXCESS YIELD COLLECTIONS
Pursuant to Section 4.11, the Servicer does hereby instruct the Trustee to apply
the Excess Spread and Shared Excess Yield Collections with respect to the
related Collection Period and to make the following distributions in the
following priority:
A. The amount equal to the Class A Required
Amount, if any, which will be used to fund
any deficiency pursuant to subsections
4.9(a)(i), (ii) and (iii), in that order of
priority $_________________
B. The amount equal to the aggregate amount of
Class A Investor Charge-Offs which have not
been previously reimbursed which will be
treated as a portion of the Investor Prin-
cipal Collections and applied in accordance
with subsections 4.9(d) and (e) $_________________
C. The amount up to the Class B Required
Amount, if any, which will be used to fund
any deficiency pursuant to subsections
4.9(b)(i) and (ii), in that order of prior-
ity $_________________
B-4
Page
-----
D. The amount equal to the Class B Investor
Default Amount which shall be treated as a
portion of Investor Principal Collections
and applied in accordance with subsections
4.9(d) and (e) $_________________
E. The amount equal to the aggregate amount by
which the Class B Invested Amount has been
reduced pursuant to clauses (c), (d) and
(e) of the definition of "Class B Invested
Amount" (but not in excess of the aggregate
amount of such reductions which have not
been previously reimbursed) which will be
treated as a portion of Investor Principal
Collections and applied in accordance with
subsections 4.9(d) and (e) $_________________
F. The amount up to the Collateral Required
Amount, if any, which shall be used to fund
any deficiency pursuant to subsection
4.9(c)(i) $_________________
G. The amount equal to the Collateral Monthly
Interest PLUS the amount of any past due
Collateral Monthly Interest which will be
paid to the Collateral Interest Holder for
application in accordance with the Loan
Agreement $_________________
H. The amount equal to the Collateral Investor
Default Amount, if any, for the prior Col-
lection Period which will be treated as a
portion of Investor Principal Collections
and applied in accordance with subsections
4.9(d) and (e) $_________________
I. The amount equal to the aggregate amount by
which the Collateral Invested Amount has
been reduced below the Required Collateral
Invested Amount for reasons other than the
payment of principal to the Collateral In-
terest Holder (but not in excess of the ag-
gregate amount of such reductions have not
been previously reimbursed) will be treated
as a portion of Investor Principal Collec-
tions and applied in accordance with sub-
sections 4.9(d) and (e) $_________________
B-5
Page
-----
J. On each Transfer Date from and after the
Reserve Account Funding Date, but prior to
the date on which the Reserve Account ter-
minates as described in subsection 4.17(f),
the amount up to the excess, if any, of the
Required Reserve Account Amount over the
Available Reserve Account Amount which
shall be deposited into the Reserve Account
K. An amount up to the excess, if any, of the
Required Overconcentration Account Amount
over the Available Overconcentration Ac-
count Amount shall be deposited into the
Overconcentration Account $_________________
L. An amount equal to the aggregate of any
other amounts then due to the Collateral
Interest Holder pursuant to the Loan Agree-
ment shall be applied in accordance with
the Loan Agreement $_________________
M. The balance, if any, after giving effect to
the payments made pursuant to subparagraphs
(A) through (L) above which shall consti-
tute "Shared Excess Yield Collections" with
respect to other Series $_________________
IV. OVERCONCENTRATION ACCOUNT
Pursuant to subsection 4.18(d), the Servicer
does hereby instruct the Trustee to withdraw the
Overconcentration Draw Amount, if any, for such
Transfer Date, up to the Available
Overconcentration Account Amount, from the
Overconcentration Account and apply such amount
in accordance with subsection 4.18(d):
A. An amount equal to the excess, if any, of
(x) the Class A Required Amount, if any,
with respect to such Transfer Date over (y)
the amount of Excess Spread and Shared Ex-
cess Yield Collections with respect to the
related Collection Period, shall be used to
fund any deficiency pursuant to subsections
4.9(a)(i), (ii) and (iii), in that order of
priority $_________________
B-6
Page
-----
B. An amount equal to the excess, if any, of
(x) the Class B Required Amount, if any,
with respect to such Transfer Date over (y)
the amount of Excess Spread and Shared Ex-
cess Yield Collections allocated and avail-
able to the Class B Certificates pursuant
to subsection 4.11(c) on such Transfer Date
shall be used to fund any deficiency pursu-
ant to subsections 4.9(b)(i) and (ii) and
4.11(d), in that order of priority $_________________
C. An amount equal to the excess, if any, of
(x) the Collateral Required Amount, if any,
with respect to such Transfer Date over (y)
the amount of Excess Spread and Shared Ex-
cess Yield Collections allocated and avail-
able to the Collateral Interest Holder pur-
suant to subsection 4.11(f) on such Trans-
fer Date shall be used to fund any defi-
ciency pursuant to subsections 4.9(c)(i)
and 4.11(h), in that order of priority $_________________
V. REALLOCATED PRINCIPAL COLLECTIONS
Pursuant to Section 4.12, the Servicer does hereby instruct the Trustee to
allocate from the Collection Account Reallocated Principal Collections pursuant
to Section 4.12 with respect to the related Collection Period and apply such
amounts in accordance with subsections 4.12(a) and (b), applying FIRST any
Reallocated Collateral Principal Collections and SECOND any Reallocated Class B
Principal Collections:
A. Reallocated Collateral Principal Collec-
tions $_________________
B. Reallocated Class B Principal Collections $_________________
C. An amount equal to the excess, if any, of
(i) the Class A Required Amount, if any,
with respect to such Transfer Date over
(ii) the sum of (x) the amount of Excess
Spread and Shared Excess Yield Collections
with respect to the related Collection Pe-
riod and (y) amounts, if any, to be with-
drawn from the Overconcentration Account
pursuant to subsection 4.18(d)(i) on such
Transfer Date, shall be used to fund any
deficiency pursuant to subsections
4.9(a)(i), (ii) and (iii), in that order
of priority
$_________________
B-7
Page
-----
D. An amount equal to the excess, if any, of
(i) the Class B Required Amount, if any,
with respect to such Transfer Date over
(ii) the sum of (x) the amount of Excess
Spread and Shared Excess Yield Collections
allocated and available to the Class B Cer-
tificates pursuant to subsection 4.11(c) on
such Transfer Date and (y) amounts, if any,
to be withdrawn from the Overconcentration
Account and allocated and available to the
Class B Certificates pursuant to subsection
4.18(d)(ii) on such Transfer Date, shall be
used to fund any deficiency pursuant to
subsections 4.9(b)(i) and (ii) and 4.11(d),
in that order of priority $_________________
VI. ACCRUED AND UNPAID AMOUNTS
After giving effect to the withdrawals and transfers to be made in accordance
with this notice, the following amounts will be accrued and unpaid with respect
to all Collection Periods preceding the current calendar month
A. Subsection 4.6(a) and (b)
1. The aggregate amount of the Class A
Deficiency Amount $_________________
2. The aggregate amount of Class B Defi-
ciency Amount $_________________
B. Subsections 4.9(a)(ii), (b)(ii) and (c)(i):
1. The aggregate amount of all accrued
and unpaid Class A Servicing Fees $_________________
2. The aggregate amount of all accrued
and unpaid Class B Servicing Fees $_________________
3. The aggregate amount of all accrued
and unpaid Collateral Servicing Fees $_________________
C. Section 4.10
1. The aggregate amount of all
unreimbursed Class A Investor Charge-
Offs $_________________
2. The aggregate amount of all
unreimbursed Class B Investor Charge-
Offs $_________________
3. The aggregate amount of all
unreimbursed Collateral Investor Charge-
Offs $_________________
B-8
IN WITNESS WHEREOF, the undersigned has duly
executed this certificate this ____ day of __________, ____.
FBS CARD SERVICES, INC.
SERVICER
By:_________________________________
Name:
Title:
B-9
EXHIBIT C
FORM OF SERIES 1997-1 CERTIFICATEHOLDERS' STATEMENT
FIRST BANK OF SOUTH DAKOTA (NATIONAL ASSOCIATION)
________________________________________________
FIRST BANK CORPORATE CARD MASTER TRUST
________________________________________________
The information which is required to be prepared with respect to the
Distribution Date of ___________ __, ____ and with respect to the performance of
the Trust during the related Collection Period(s).
Capitalized terms used in this Statement have their respective
meanings set forth in the Pooling and Servicing Agreement.
A. INFORMATION REGARDING THE CURRENT DISTRIBUTION (STATED ON THE BASIS OF
$1,000 ORIGINAL CERTIFICATE PRINCIPAL BALANCE)
1. The amount of the current
distribution in respect of Class A
Monthly Principal . . . . . . . . . . . . . . . $_________
2. The amount of the current
distribution in respect of Class B
Monthly Principal . . . . . . . . . . . . . . . $_________
3. The amount of the current
distribution in respect of Collateral
Monthly Principal . . . . . . . . . . . . . . . $_________
4. The amount of the current
distribution in respect of Class A
Monthly Interest . . . . . . . . . . . . . . . $_________
5. The amount of the current
distribution in respect of Class A
Deficiency Amounts . . . . . . . . . . . . . . $_________
6. The amount of the current
distribution in respect of Class A
Additional Interest . . . . . . . . . . . . . . $_________
7. The amount of the current
distribution in respect of Class B
Monthly Interest . . . . . . . . . . . . . . . $_________
8. The amount of the current
distribution in respect of Class B
Deficiency Amounts . . . . . . . . . . . . . . $_________
9. The amount of the current
distribution in respect of Class B
Additional Interest . . . . . . . . . . . . . . $_________
10. The amount of the current
distribution in respect of Collateral
Monthly Interest . . . . . . . . . . . . . . . $_________
11. The amount of the current
distribution in respect of any
accrued and unpaid Collateral
Monthly Interest . . . . . . . . . . . . . . . $_________
B. INFORMATION REGARDING THE PERFORMANCE OF THE TRUST
1. PRINCIPAL COLLECTIONS
(a) The aggregate amount of
Principal Collections processed during
the related Collection Period(s)
which were allocated in respect
of the Class A Certificates . . . . . . . $_________
(b) The aggregate amount of
Principal Collections processed during
the related Collection Period(s)
which were allocated in respect
of the Class B Certificates . . . . . . . $_________
(c) The aggregate amount of
Principal Collections processed during
the related Collection Period(s)
which were allocated in respect
of the Collateral Investor
Interest . . . . . . . . . . . . . . . . . $_________
2. TRUST PRINCIPAL COMPONENT
(a) The Trust Principal Component as of
the end of the day on the last day
of the related Collection Period(s). . . . $_________
C-2
(b) The Invested Amount
of Series 1997-1
as of the end of the day on
the related Transfer Date(s) . . . . . . . $_________
(c) The Adjusted Invested
Amount of Series 1997-1
as of the end of the day on
the related Transfer Date(s) . . . . . . . $_________
(d) The Class A Invested Amount
as of the end of the day on
the related Transfer Date(s) . . . . . . . $_________
(e) The Class A Adjusted Invested Amount
as of the end of the day on
the related Transfer Date(s) . . . . . . . $_________
(f) The Class B Invested Amount
as of the end of the day on
the related Transfer Date(s) . . . . . . . $_________
(g) The Collateral Invested Amount
as of the end of the day on
the related Transfer Date(s) . . . . . . . $_________
(h) The Floating Allocation Percentage
with respect to the related
Collection Period(s) . . . . . . . . . . . $_________
(i) The Class A Floating Percentage
with respect to the related
Collection Period(s) . . . . . . . . . . . _____%
(j) The Class B Floating Percentage
with respect to the related
Collection Period(s) . . . . . . . . . . . _____%
(k) The Collateral Floating Percentage
with respect to the related
Collection Period(s) . . . . . . . . . . _____%
(l) The Fixed Allocation Percentage
with respect to the related
Collection Period(s) . . . . . . . . . . . _____%
(m) The Class A Fixed Percentage
with respect to the related
Collection Period(s) . . . . . . . . . . . _____%
C-3
(n) The Class B Fixed Percentage
with respect to the related
Collection Period(s) . . . . . . . . . . . _____%
(o) The Collateral Fixed Percentage
with respect to the related
Collection Period(s) . . . . . . . . . . . _____%
3. DELINQUENT BALANCES
The aggregate amount of outstanding balances in the Accounts which
were delinquent as of the end of the day on the last day of the
related Collection Period(s):
Aggregate Percentage
Account of Total
Balance Receivables
------- -----------
(a) up to 29 days: . . $___________ ____%
(b) 30 - 59 days: . . $___________ ____%
(c) 60 - 89 days: . . $___________ ____%
(d) 90 - 119 days: . . $___________ ____%
(e) 120 or more days: $___________ ____%
Total: $___________ ____%
4. INVESTOR DEFAULT AMOUNT
(a) The Investor Default
Amount for the related Collection
Period(s) . . . . . . . . . . . . . . . . $_________
(b) The Class A Investor Default
Amount for the related Collection
Period(s) . . . . . . . . . . . . . . . . $_________
(c) The Class B Investor Default
Amount for the related Collection
Period(s) . . . . . . . . . . . . . . . . $_________
(d) The Collateral Investor Default Amount
for the related Collection Period(s) . . . $_________
5. INVESTOR CHARGE-OFFS
(a) The aggregate amount of
Class A Investor Charge-Offs
for the related Collection Period(s) . . . $_________
C-4
(b) The aggregate amount of
Class A Investor Charge-Offs
set forth in 5(a) above per
$1,000 of original Certificate
principal balance . . . . . . . . . . . . $_________
(c) The aggregate amount of Class B
Investor Charge-Offs for the re-
lated Collection Period(s) . . . . . . . . $_________
(d) The aggregate amount of Class B
Investor Charge-Offs set forth
in 5(c) above per $1,000 of
original Certificate principal
balance . . . . . . . . . . . . . . . . . $_________
(e) The aggregate amount of
Collateral Investor Charge-Offs for the
related Collection Period(s) . . . . . . . $_________
(f) The aggregate amount of
Collateral Investor Charge-Offs set
forth in 5(e) above per $1,000
of original certificate principal
balance . . . . . . . . . . . . . . . . . $_________
(g) The aggregate amount of Class A
Investor Charge-Offs reimbursed
on the related Transfer Date(s). . . . . . $_________
(h) The aggregate amount of Class A
Investor Charge-Offs set forth
in 5(g) above per $1,000 original
certificate principal balance re-
imbursed on the related Transfer
Date(s). . . . . . . . . . . . . . . . . . $_________
(i) The aggregate amount of Class B
Investor Charge-Offs reimbursed
on the related Transfer Date(s). . . . . . $_________
(j) The aggregate amount of Class B
Investor Charge-Offs set forth
in 5(i) above per $1,000 original
certificate principal balance re-
imbursed on the related Transfer
Date(s). . . . . . . . . . . . . . . . . . $_________
(k) The aggregate amount of
C-5
Collateral Investor Charge-Offs
reimbursed on the related Transfer
Date(s) . . . . . . . . . . . . . . . . . $_________
(l) The aggregate amount of
Collateral Investor Charge-Offs set
forth in 5(k) above per $1,000
original certificate principal
amount reimbursed on the related
Transfer Date(s) . . . . . . . . . . . . . $_________
6. MONTHLY INVESTOR SERVICING FEE
(a) The amount of the Class A
Servicing Fee payable by the
Trust to the Servicer for
the related Collection Period(s) . . . . . $_________
(b) The amount of the Class B
Servicing Fee payable by the
Trust to the Servicer for
the related Collection Period(s) . . . . . $_________
(c) The amount of the Collateral
Servicing Fee payable
by the Trust to the Servicer for
the related Collection Period(s) . . . . . $_________
7. REALLOCATIONS
(a) The amount of Reallocated
Collateral Principal
Collections with respect to
the related Collection Period(s) . . . . . $_________
(b) The amount of Reallocated
Class B Principal Collections
with respect to the related
Collection Period(s) . . . . . . . . . . . $_________
(c) The Collateral Invested Amount as
of the close of business on
this Distribution Date . . . . . . . . . . $_________
(d) The Class B Invested Amount
as of the close of business
on this Distribution Date . . . . . . . . $_________
C-6
8. YIELD COLLECTIONS AND NET INTERCHANGE
(a) The aggregate amount of Yield
Collections (including Net Interchange,
separately stated) processed during the
related Collection Period(s) which
were allocated in respect of the
Class A Certificate . . . . . . . . . . . $_________
(b) The aggregate amount of Yield
Collections (including Net Interchange,
separately stated) processed during the
related Collection Period(s) which
were allocated in respect of
the Class B Certificates . . . . . . . . . $_________
(c) The aggregate amount of Yield
Collections (including Net Interchange,
separately stated) processed during the
related Collection Period(s) which
were allocated in respect of
the Collateral Investor Interest . . . . . $_________
9. PRINCIPAL FUNDING AMOUNT
(a) The principal amount on
deposit in the Principal
Funding Account on the
related Transfer Date(s) . . . . . . . . . $_________
(b) The Deficit Controlled Accumulation
Amount with respect to the related
Collection Period(s) . . . . . . . . . . . $_________
(c) The Principal Funding In-
vestment Proceeds deposited
in the Collection Account
on the related Transfer Date(s). . . . . . $_________
(d) The amount of all or the portion
of the Reserve Draw Amount deposited
in the Collection Account on the
related Transfer Date(s) from
the Reserve Account . . . . . . . . . . . $_________
C-7
10. RESERVE DRAW AMOUNT on the related
Transfer Date(s) . . . . . . . . . . . . . . . $_________
11. OVERCONCENTRATION DRAW AMOUNT on the
related Transfer Date(s) . . . . . . . . . . . $_________
12. AVAILABLE FUNDS
(a) The amount of Class A
Available Funds on deposit
in the Collection Account
on the related Transfer Date(s). . . . . . $_________
(b) The amount of Class B
Available Funds on deposit
in the Collection Account
on the related Transfer Date(s). . . . . . $_________
(c) The amount of Collateral
Available Funds on deposit in
the Collection Account on
the related Transfer Date(s) . . . . . . . $_________
13. PORTFOLIO YIELD AND BASE RATE
(a) The Portfolio Yield for
the related Collection Period(s) . . . . . $_________
(b) The Base Rate for the
related Collection Period(s) . . . . . . . $_________
FBS CARD SERVICES, INC.
SERVICER
By: __________________________
Name:
Title:
C-8
SCHEDULE TO EXHIBIT C
SCHEDULE TO MONTHLY SERVICER'S CERTIFICATE
COLLECTION PERIOD ENDING _________ __, ____
FIRST BANK OF SOUTH DAKOTA (NATIONAL ASSOCIATION)
FIRST BANK CORPORATE CARD MASTER TRUST SERIES 1997-1
1. The aggregate amount of the Investor
Percentage of Principal Collections . . . . . . . . $_________
2. The aggregate amount of the Investor
Percentage of Yield Collections (excluding
Net Interchange) . . . . . . . . . . . . . . . . . . $_________
3. The aggregate amount of the Investor
Percentage of Net Interchange. . . . . . . . . . . . $_________
4. The aggregate amount of Servicer
Interchange . . . . . . . . . . . . . . . . . . . . $_________
5. The aggregate amount of funds on de-
posit in Collection Account
allocable to the Series 1997-1
Certificates . . . . . . . . . . . . . . . . . . . . $_________
6. The aggregate amount of funds on
deposit in the Principal Funding
Account allocable to the Series 1997-1
Certificates . . . . . . . . . . . . . . . . . . . . $_________
7. The aggregate amount to be withdrawn
from the Collection Account and
paid in accordance with the Loan
Agreement pursuant to Section 4.11 . . . . . . . . . $_________
8. The excess, if any, of the Required
Collateral Invested Amount over the
Collateral Invested Amount . . . . . . . . . . . . . $_________
9. The Collateral Invested Amount on the
Transfer Date of the current calendar
month, after giving effect to the
deposits and withdrawals on such
Transfer Date . . . . . . . . . . . . . . . . . . . $_________
10. The amount of Monthly Interest,
Deficiency Amounts and Additional
Interest payable to the
(i) Class A Certificateholders . . . . . . . . . . . $_________
(ii) Class B Certificateholders. . . . . . . . . . . $_________
(iii) Collateral Interest Holder . . . . . . . . . . $_________
11. The amount of principal payable to the
(i) Class A Certificateholders . . . . . . . . . . . $_________
(ii) Class B Certificateholders. . . . . . . . . . . $_________
(iii) Collateral Interest Holder . . . . . . . . . . $_________
12. The sum of all amounts payable to the
(i) Class A Certificateholders . . . . . . . . . . . $_________
(ii) Class B Certificateholders. . . . . . . . . . . $_________
(iii) Collateral Interest Holder . . . . . . . . . . $_________
13. To the knowledge of the undersigned, no
Early Amortization Event has occurred except as
described below:
None
S-2
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Certificate this ___th day of ______________, ____.
FBS CARD SERVICES, INC.
By:______________________________________
Name:
Title:
S-3
