1
EXHIBIT 4.2
CHARMING SHOPPES RECEIVABLES CORP
Seller
SPIRIT OF AMERICA, INC.
Servicer
and
FIRST UNION NATIONAL BANK
Trustee
on behalf of the Series 1999-1 Certificateholders
FORM OF SERIES 1999-1 SUPPLEMENT
Dated as of _____________ __, 1999
to
SECOND AMENDED AND RESTATED POOLING AND
SERVICING AGREEMENT
Dated as of November 25, 1997
(as amended on ________ __, 1999)
$________________
CHARMING SHOPPES MASTER TRUST
SERIES 1999-1
2
TABLE OF CONTENTS
PAGE
SECTION 1. Designation.....................................................1
SECTION 2. Definitions.....................................................1
SECTION 3. Servicing Compensation.........................................21
SECTION 4. Reassignment and Transfer Terms................................22
SECTION 5. Delivery and Payment for the Series 1999-1 Certificates........22
SECTION 6. Depository; Form of Delivery of Series 1999-1 Certificates.....22
SECTION 7. Article IV of Agreement........................................22
SECTION 8. Article V of the Agreement.....................................39
SECTION 9. Series 1999-1 Early Amortization Events........................43
SECTION 10. Series 1999-1 Termination.....................................44
SECTION 11. Limitations on Addition of Accounts...........................44
SECTION 12. Ratification of Agreement.....................................45
SECTION 13. Counterparts..................................................45
SECTION 14. Governing Law.................................................45
SECTION 15. No Petition...................................................45
SECTION 16. Tax Representation and Covenant...............................45
SECTION 17. Certain Tax Related and Other Amendments......................45
i
3
EXHIBITS
EXHIBIT A-1 Form of Class A Certificate
EXHIBIT A-2 Form of Class B Certificate
EXHIBIT A-3 Form of Class C Certificate
EXHIBIT A-4 Form of Class D Certificate
EXHIBIT B Form of Monthly Payment Instructions and Notification
to the Trustee
EXHIBIT C Form of Monthly Certificateholders' Statement
EXHIBIT D-1 Form of Class A Cap Agreement
EXHIBIT D-2 Form of Class B Cap Agreement
ii
4
This SERIES 1999-1 SUPPLEMENT, dated as of ____ __, 1999 (this
"Supplement"), is among CHARMING SHOPPES RECEIVABLES CORP., a Delaware
corporation, as Seller (the "Seller"), SPIRIT OF AMERICA, INC., a Delaware
corporation, as Servicer (the "Servicer"), and FIRST UNION NATIONAL BANK, as
Trustee (the "Trustee") under the Second Amended and Restated Pooling and
Servicing Agreement dated as of November 25, 1997 among the Seller, the Servicer
and the Trustee, as amended on ________ __, 1999 (as further amended or
otherwise modified from time to time, the "Agreement").
Section 6.9 of the Agreement provides, among other things,
that the Seller, the Servicer and the Trustee may at any time and from time to
time enter into a supplement to the Agreement for the purpose of authorizing the
delivery by the Trustee to the Seller for the execution and redelivery to the
Trustee for authentication of one or more Series of Certificates.
Pursuant to this Supplement, the Seller and the Trustee shall
create a new Series of Investor Certificates and shall specify the Principal
Terms thereof.
SECTION 1. Designation.
(a) There is hereby created a Series of Investor Certificates
to be issued in four classes pursuant to the Agreement and this Series
Supplement and to be known together as the "Series 1999-1 Certificates." The
four classes shall be designated the Class A Floating Rate Asset Backed
Certificates, Series 1999-1 (the "Class A Certificates"), the Class B Floating
Rate Asset Backed Certificates, Series 1999-1 (the "Class B Certificates"), the
Class C Floating Rate Asset Backed Certificates, Series 1999-1 (the "Class C
Certificates") and the Class D Floating Rate Asset Backed Certificates, Series
1999-1 (the "Class D Certificates"). The Class A Certificates, the Class B
Certificates, the Class C Certificates and the Class D Certificates shall be
substantially in the form of Exhibits A-1, A-2, A-3 and A-4 hereto,
respectively.
(b) Series 1999-1 shall be included in Group One. Series
1999-1 shall not be subordinated to any other Series.
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
Supplement shall govern with respect to this Series. All Article, Section or
subsection references herein shall mean Article, Section 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 Series 1999-1 Certificates and no other
Series of Certificates or Receivables Purchase Series issued by the Trust.
"Amortization Period" shall mean, with respect to Series
1999-1, the Controlled Amortization Period.
"Available Funds" shall mean, with respect to any Distribution
Date, the sum of Class A Available Funds, Class B Available Funds, Class C
Available Funds and Class D Available Funds, in each case for such Distribution
Date.
1
5
"Available Principal Collections" shall mean, with respect to
any Distribution Date, the sum of (a) the Principal Allocation Percentage of all
Collections of Principal Receivables received during the related Due Period,
minus the amount of Reallocated Class D Principal Collections, Reallocated Class
C Principal Collections and Reallocated Class B Principal Collections with
respect to such Due Period which pursuant to Section 4.12 are required to fund
the Class A Required Amount, the Class B Required Amount and the Class C
Required Amount, (b) any Shared Principal Collections with respect to other
Series in Group One that are allocated to Series 1999-1 in accordance with
Section 4.15 for such Distribution Date and (c) any other amounts which pursuant
to Section 4.9 and 4.11(a) (to the extent allocable to the Class A Investor Loss
Amount or the Class A Investor Dilution Amount), (b), (c), (d), (g), (h), (i),
(l), (m) and (n) for such Due Period (other than such amounts paid from
Reallocated Principal Collections) are to be treated as Available Principal
Collections for such Distribution Date.
"Average Principal Balance" shall mean, for any Due Period in
which one or more Reset Dates occur, the weighted average of the Principal
Receivables on the first day of each Subperiod in such Due Period, it being
understood that such average will be weighted according to a fraction, the
numerator of which is the number of days during the relevant Subperiod and the
denominator of which is the number of days in such Due Period.
"Base Rate" shall mean, for any Due Period, (a) the sum of
Monthly Interest for the related Distribution Date and the Series 1999-1
Investor Monthly Servicing Fee for such Due Period, divided by (b) the Series
Investor Interest as of the last day of the prior Due Period, times (c) 12.
"Class" shall mean any of the Class A Investor Interest, the
Class B Investor Interest, the Class C Investor Interest or the Class D Investor
Interest.
"Class A Additional Interest" shall have the meaning
specified in subsection 4.6(a).
"Class A Available Funds" shall mean, with respect to any
Distribution Date, an amount equal to the sum of (a) the Class A Floating
Allocation of the Collections of Finance Charge Receivables allocated to the
Series 1999-1 Certificates and deposited in the Collection Account for the
related Due Period (including certain other amounts that are to be treated as
Collections of Finance Charge Receivables in accordance with the Agreement), and
(b) if such Distribution Date is on or prior to the Class A Expected Final
Distribution Date the amount of any Class A Cap Payment with respect to such
Distribution Date, and the amount of any payments due from the Class A Cap
Provider but not paid with respect to any prior date (to the extent received by
the Trustee).
"Class A Cap Agreement" shall mean the interest rate cap
agreement dated the Closing Date between the Trust and the Class A Cap Provider
for the benefit of the Class A Certificateholders in substantially the form
attached hereto as Exhibit D-1, or any Replacement Interest Rate Cap Agreement
therefor.
2
6
"Class A Cap Payment" shall mean, with respect to a
Distribution Date, the payment received from the Class A Cap Provider on the day
preceding such Distribution Date, as determined pursuant to the Class A Cap
Agreement.
"Class A Cap Provider" shall mean [________________________],
or any successor or assign thereto appointed as provided in the Class A Cap
Agreement, in its individual capacity pursuant to the Class A Cap Agreement, or
if any Replacement Interest Rate Cap Agreement is obtained therefor pursuant to
Section 4.18, the replacement cap provider named therein the short-term debt
obligations of which shall be rated at least A-1 by Standard & Poor's and P-1 by
Xxxxx'x.
"Class A Certificate Rate" shall mean from the Closing Date
through [___________ __, 1999], from [___________ __, 1999] through [___________
__, 1999] and with respect to each Interest Period thereafter, a per annum rate
equal to ____% per annum in excess of LIBOR as determined on the related LIBOR
Determination Date; provided that if the Class A Certificates are not paid in
full on the Class A Expected Final Payment Date, the Class A Certificate Rate
applicable to the Interest Period commencing on such date and each Interest
Period thereafter will not exceed _____% per annum.
"Class A Certificateholder" shall mean each Person in whose
name a Class A Certificate is registered in the Certificate Register.
"Class A Certificates" shall mean each of the certificates
executed by the Seller and authenticated 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
__________, ______ Distribution Date.
"Class A Fixed Allocation" shall mean, with respect to any Due
Period other than a Due Period relating to the Revolving Period, the percentage
equivalent (which percentage shall never exceed 100%) of a fraction, the
numerator of which is the Class A Investor Interest as of the close of business
on the last day of the Revolving Period and the denominator of which is equal to
the Series Investor Interest as of the end of the day on the last day of the Due
Period occurring immediately prior to the Fixed Principal Allocation Date.
"Class A Floating Allocation" shall mean, with respect to any
Due Period (including any day within such Due Period), the percentage equivalent
(which percentage shall never exceed 100%) of a fraction:
(a) the numerator of which is the Class A Investor Interest as
of the close of business on the last day of the preceding Due Period
(or with respect to the first Due Period ending after the Closing Date,
the Class A Initial Investor Interest); and
3
7
(b) the denominator of which is equal to the Series Investor
Interest as of the close of business on such day (or with respect to
the first Due Period ending after the Closing Date, the Initial
Investor Interest).
"Class A Initial Investor Interest" shall mean the aggregate
initial principal amount of the Class A Certificates, which is $______________.
"Class A Investor Allocation" shall mean, with respect to any
Due Period, (a) with respect to Series 1999-1 Investor Loss Amounts, Series
1999-1 Investor Dilution Amount and Collections of Finance Charge Receivables at
any time and Collections of Principal Receivables during the Revolving Period,
the Class A Floating Allocation and (b) with respect to Collections of Principal
Receivables during the Controlled Amortization Period or Early Amortization
Period, the Class A Fixed Allocation.
"Class A Investor Charge-Offs" shall have the meaning
specified in subsection 4.10(a).
"Class A Investor Dilution Amount" shall mean, on any date of
determination, an amount equal to the product of (a) the Series 1999-1 Investor
Dilution Amount and (b) the Class A Floating Allocation.
"Class A Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class A Initial Investor Interest,
minus (b) the aggregate amount of principal payments made to Class A
Certificateholders prior to such date minus (c) the excess, if any, of the
aggregate amount of Class A Investor Charge-Offs pursuant to subsection 4.10(a)
over Class A Investor Charge-Offs reimbursed pursuant to subsection 4.11(b)
prior to such date of determination minus (d) the amount of any reduction to the
Class A Investor Interest as a result of the purchase by the Seller and
subsequent cancellation of the Class A Certificates pursuant to Section 4.16;
provided, however, that the Class A Investor Interest may not be reduced below
zero.
"Class A Investor Loss Amount" shall mean, with respect to
each Distribution Date, an amount equal to the product of (a) the Investor Loss
Amount for the related Due Period and (b) the Class A Floating Allocation
applicable for the related Due Period.
"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
Section 3.
4
8
"Class B Additional Interest" shall have the meaning specified
in subsection 4.6(b).
"Class B Available Funds" shall mean, with respect to any
Distribution Date, an amount equal to the sum of (a) the Class B Floating
Allocation of the Collections of Finance Charge Receivables allocated to the
Series 1999-1 Certificates and deposited in the Collection Account for the
related Due Period (including certain other amounts that are to be treated as
Collections of Finance Charge Receivables in accordance with the Agreement) and
(b) if such Distribution Date is on or prior to the Class B Expected Final
Payment Date, the amount of any Class B Cap Payment with respect to such
Distribution Date and the amount of any payments due from the Class B Cap
Provider but not paid with respect to any prior date (to the extent received by
the Trustee).
"Class B Cap Agreement" shall mean the interest rate cap
agreement dated the Closing Date between the Trust and the Class B Cap Provider,
for the benefit of the Class B Certificateholders, the Class C
Certificateholders and the Class D Certificateholders in substantially the form
attached hereto as Exhibit D-2, or any Replacement Interest Rate Cap Agreement
therefor.
"Class B Cap Payment" shall mean, with respect to a
Distribution Date, the payment received from the Class B Cap Provider on the day
preceding such Distribution Date, as determined pursuant to the Class B Cap
Agreement.
"Class B Cap Provider" shall mean [_______________________],
or any successor or assign thereto appointed as provided in the Class B Cap
Agreement, in its individual capacity pursuant to the Class B Cap Agreement, or
if any Replacement Interest Rate Cap Agreement is obtained therefor pursuant to
Section 4.18, the replacement cap provider named therein the short-term debt
obligations of which are rated at least A-1 by Standard & Poor's and P-1 by
Xxxxx'x.
"Class B Certificate Rate" shall mean from the Closing Date
through [_________ __, 1999], from [___________ ___, 1999] through [__________
__, 1999] and with respect to each Interest Period thereafter, a per annum rate
equal to ___% per annum in excess of LIBOR as determined on the related LIBOR
Determination Date; provided that if the Class B Certificates are not paid in
full on the Class B Expected Final Payment Date, the Class B Certificate Rate
applicable to the Interest Period commencing on such date and each Interest
Period thereafter will not exceed _____% per annum.
"Class B Certificateholder" shall mean each Person in whose
name a Class B Certificate is registered in the Certificate Register.
"Class B Certificates" shall mean each of the certificates
executed by the Seller 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).
5
9
"Class B Expected Final Payment Date" shall mean the ________,
____ Distribution Date.
"Class B Fixed Allocation" shall mean, with respect to any Due
Period other than a Due Period relating to the Revolving Period, the percentage
equivalent (which percentage shall never exceed 100%) of a fraction, the
numerator of which is the Class B Investor Interest as of the close of business
on the last day of the Revolving Period, and the denominator of which is equal
to the Series Investor Interest as of the end of the day on the last day of the
Due Period occurring immediately prior to the Fixed Allocation Principal Date.
"Class B Floating Allocation" shall mean, with respect to any
Due Period (including any day within such Due Period), the percentage equivalent
(which percentage shall never exceed 100%) of a fraction:
(a) the numerator of which is the Class B Investor Interest as
of the close of business on the last day of the preceding Due Period
(or with respect to the first Due Period ending after the Closing Date,
the Class B Initial Investor Interest); and
(b) the denominator of which is equal to the Series Investor
Interest as of the close of business on such day (or with respect to
the first Due Period ending after the Closing Date, the Initial
Investor Interest).
"Class B Initial Investor Interest" shall mean the aggregate
initial principal amount of the Class B Certificates, which is $___________.
"Class B Investor Allocation" shall mean, with respect to any
Due Period (a) with respect to Series 1999-1 Investor Loss Amounts, Series
1999-1 Investor Dilution Amounts and Collections of Finance Charge Receivables
at any time and Collections of Principal Receivables during the Revolving
Period, the Class B Floating Allocation and (b) with respect to Collections of
Principal Receivables during the Controlled Amortization Period or Early
Amortization Period, the Class B Fixed Allocation.
"Class B Investor Charge-Offs" shall have the meaning
specified in subsection 4.10(b).
"Class B Investor Dilution Amount" shall mean, on any date of
determination, an amount equal to the product of (a) the Series 1999-1 Investor
Dilution Amount and (b) the Class B Floating Allocation.
"Class B Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class B Initial Investor Interest,
minus (b) the aggregate amount of principal payments made to Class B
Certificateholders prior to such date, minus (c) the aggregate amount of Class B
Investor Charge-Offs for all prior Distribution Dates pursuant to subsection
4.10(b), minus (d) the aggregate amount of Reallocated Class B Principal
Collections allocated pursuant to subsection 4.12 on all prior Distribution
Dates, minus (d) the amount of any reduction to the Class B Investor Interest as
a result of the purchase by the Seller and subsequent cancellation of
6
10
the Class B Certificates pursuant to Section 4.16, and plus (e) the aggregate
amount of Excess Spread and Shared Excess Finance Charge Collections allocated
and available on all prior Distribution Dates pursuant to subsection 4.11(d) for
the purpose of reimbursing amounts deducted pursuant to the foregoing clauses
(c) and (d); provided, however, that the Class B Investor Interest may not be
reduced below zero.
"Class B Investor Loss Amount" shall mean, with respect to
each Distribution Date, an amount equal to the product of (a) the Investor Loss
Amount for the related Due Period and (b) the Class B Floating Allocation
applicable for the related Due Period.
"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 Principal Commencement Date" shall have the meaning
specified in 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
Section 3.
"Class C Available Funds" shall mean, with respect to any
Distribution Date, an amount equal to the Class C Floating Allocation of
Collections of Finance Charge Receivables allocated to the Series 1999-1
Certificates and deposited in the Collection Account for the related Due Period
(including certain other amounts that are to be treated as Collections of
Finance Charge Receivables in accordance with the Agreement).
"Class C Certificate Rate" shall mean, from the Closing Date
through [_________ __, 1999], from [__________ __, 1999] through [____________
__, 1999], and with respect to each Interest Period thereafter, the rate
specified in the Class C Purchase Agreement.
"Class C Certificateholder" shall mean each Person in whose
name a Class C Certificate is registered in the Certificate Register.
"Class C Certificates" shall mean each of the certificates
executed by the Seller and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-3 hereto.
"Class C Deficiency Amount" shall have the meaning specified
in subsection 4.6(c).
"Class C Fixed Allocation" shall mean, with respect to any Due
Period other than a Due Period relating to the Revolving Period, the percentage
equivalent (which percentage shall never exceed 100%) of a fraction, the
numerator of which is the Class C Investor Interest as of
7
11
the close of business on the last day of the Revolving Period, and the
denominator of which is equal to the Series Investor Interest as of the end of
the day on the last day of the Due Period occurring immediately prior to the
Fixed Allocation Principal Date.
"Class C Floating Allocation" shall mean, with respect to any
Due Period (including any day within such Due Period), the percentage equivalent
(which percentage shall never exceed 100%) of a fraction:
(a) the numerator of which is the Class C Investor Interest as
of the close of business on the last day of the preceding Due Period
(or with respect to the first Due Period ending after the Closing Date,
the Class C Initial Investor Interest); and
(b) the denominator of which is equal to the Series Investor
Interest as of the close of business on such day (or with respect to
the first Due Period ending after the Closing Date, the Initial
Investor Interest).
"Class C Initial Investor Interest" shall mean the aggregate
initial principal amount of the Class C Certificates, which is $__________.
"Class C Investor Allocation" shall mean, with respect to any
Due Period (a) with respect to Series 1999-1 Investor Loss Amounts, Series
1999-1 Investor Dilution Amounts and Collections of Finance Charge Receivables
at any time and Collections of Principal Receivables during the Revolving
Period, the Class C Floating Allocation and (b) with respect to Collections of
Principal Receivables during the Controlled Amortization Period or Early
Amortization Period, the Class C Fixed Allocation.
"Class C Investor Charge-Offs" shall have the meaning
specified in subsection 4.10(c).
"Class C Investor Dilution Amount" shall mean, on any date of
determination, an amount equal to the product of (a) the Series 1999-1 Investor
Dilution Amount and (b) the Class C Floating Allocation.
"Class C Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class C Initial Investor Interest,
minus (b) the aggregate amount of principal payments made to the Class C
Certificateholders prior to such date, minus (c) the aggregate amount of Class C
Investor Charge-Offs for all prior Distribution Dates pursuant to subsection
4.10(c), minus (d) the aggregate amount of Reallocated Class C Principal
Collections allocated pursuant to subsections 4.12(a) and (b) on all prior
Distribution Dates, minus (e) the amount of any reduction to the Class C
Investor Interest as a result of the purchase by the Seller and subsequent
cancellation of the Class C Certificates pursuant to Section 4.16, and plus (f)
the aggregate amount of Excess Spread and Shared Excess Finance Charge
Collections allocated and available on all prior Distribution Dates pursuant to
subsection 4.11(i) for the purpose of reimbursing amounts deducted pursuant to
the foregoing clauses (c) and (d); provided further, however, that the Class C
Investor Interest may not be reduced below zero.
8
12
"Class C Investor Loss Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Investor Loss
Amount for the related Due Period and (b) the Class C Floating Allocation
applicable for the related Due Period.
"Class C Monthly Interest" shall mean the monthly interest
distributable in respect of the Class C Certificates as calculated in accordance
with subsection 4.6(c).
"Class C Monthly Principal" shall mean the monthly principal
distributable in respect of the Class C Certificates as calculated in accordance
with subsection 4.7(c).
"Class C Purchase Agreement" shall mean the agreement among
the Seller, the Servicer, the Trustee and the Class C Certificateholders, dated
as of the Closing Date, as amended or modified from time to time.
"Class C Required Amount" shall mean the amount, if any, equal
to the sum of (a) the amount, if any, by which the sum of (i) the Class C
Monthly Interest for such Distribution Date, plus (ii) the Class C Deficiency
Amount, if any, for such Distribution Date, plus (iii) the Class C Investor Loss
Amount, if any, for the prior Due Period, plus (iv) the Class C Investor
Dilution Amount, if any, for the prior Due Period exceeds the amount of Excess
Spread available to be applied to such amounts pursuant to subsections 4.11(f),
(g) and (h), plus (b) the amount, if any, by which the sum of (i) the Class C
Servicing Fee for the prior Due Period, plus (ii) the Class C Servicing Fee, if
any, due but not paid on any prior Distribution Date, exceeds the Class C
Available Funds for the related Due Period and the amount of any Excess Spread
available to be applied to such amount pursuant to subsection 4.11(e).
"Class C Servicing Fee" shall have the meaning specified in
Section 3.
"Class D Available Funds" shall mean, with respect to any
Distribution Date, an amount equal the Class D Floating Allocation of
Collections of Finance Charge Receivables allocated to the Series 1999-1
Certificates and deposited in the Collection Account for the related Due Period
(including certain other amounts that are to be treated as Collections of
Finance Charge Receivables in accordance with the Agreement).
"Class D Certificate Rate" shall mean, from the Closing Date
through [_________ __, 1999], from [___________ __, 1999], through [___________
__, 1999], and with respect to any Interest Period thereafter, a per annum rate
equal to ___% per annum in excess of the Class C Certificate Rate.
"Class D Certificateholder" shall mean any person in whose
name a Class D Certificate is registered in the Certificate Register.
"Class D Certificates" shall mean each of the certificates
executed by the Seller and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-4 hereto.
"Class D Fixed Allocation" shall mean, with respect to any Due
Period other than a Due Period relating to the Revolving Period, the percentage
equivalent (which percentage shall
9
13
never exceed 100%) of a fraction, the numerator of which is the Class D Investor
Interest as of the close of business on the last day of the Revolving Period,
and the denominator of which is equal to the Series Investor Interest as of the
end of the day on the last day of the Due Period occurring immediately prior to
the Fixed Allocation Principal Date.
"Class D Floating Allocation" shall mean, with respect to any
Due Period (including any day within such Due Period), the percentage equivalent
(which percentage shall never exceed 100%) of a fraction:
(a) the numerator of which is the Class D Investor Interest as
of the close of business on the last day of the preceding Due Period
(or with respect to the first Due Period ending after the Closing Date,
the Class D Initial Investor Interest); and
(b) the denominator of which is equal to the Series Investor
Interest as of the close of business on such day (or with respect to
the first Due Period ending after the Closing Date, the Initial
Investor Interest).
"Class D Initial Investor Interest" shall mean the aggregate
initial principal amount of the Class D Investor Interest, which is
$____________.
"Class D Investor Allocation" shall mean, with respect to any
Due Period, (a) with respect to Series 1999-1 Investor Loss Amounts, Series
1999-1 Investor Dilution Amounts and Collections of Finance Charge Receivables
at any time and Principal Receivables during the Revolving Period, the Class D
Floating Allocation and (b) with respect to Collections of Principal Receivables
during the Controlled Amortization Period or Early Amortization Period, the
Class D Fixed Allocation.
"Class D Investor Charge-Offs" shall have the meaning
specified in subsection 4.10(d).
"Class D Investor Dilution Amount" shall mean, on any date of
determination, an amount equal to the product of (a) the Series 1999-1 Investor
Dilution Amount and (b) the Class D Floating Allocation.
"Class D Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class D Initial Investor Interest,
minus (b) the aggregate amount of principal payments made to the holders of the
Class D Certificates prior to such date, minus (c) the aggregate amount of Class
D Investor Charge-Offs for all prior Distribution Dates pursuant to subsection
4.10(d), minus (d) the aggregate amount of Reallocated Class D Principal
Collections allocated pursuant to subsections 4.12(a), (b) and (c) on all prior
Distribution Dates, minus (e) the amount of any reduction to the Class D
Investor Interest as a result of the purchase by the Seller and subsequent
cancellation of the Class D Certificates pursuant to Section 4.16, and plus (f)
the aggregate amount of Excess Spread and Shared Excess Finance Charge
Collections allocated and available on all prior Distribution Dates pursuant to
subsection 4.11(o) for the purpose of reimbursing amounts deducted pursuant to
the foregoing clauses (c) and (d); provided further, however, that the Class D
Investor Interest may not be reduced below zero.
10
14
"Class D Investor Loss Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Investor Loss
Amount for the related Due Period and (b) the Class D Floating Allocation
applicable for the related Due Period.
"Class D Monthly Interest" shall mean the monthly interest
distributable in respect of the Class D Certificates as calculated in accordance
with subsection 4.6(d).
"Class D Monthly Principal" shall mean the monthly principal
distributable in respect of the Class D Certificates as calculated in accordance
with subsection 4.7(d).
"Class D Servicing Fee" shall have the meaning specified in
Section 3.
"Closing Date" shall mean ____ ___, 1999.
"Controlled Amortization Amount" for any Due Period related to
the Controlled Amortization Period shall mean $____________; provided, however,
that such amount shall be adjusted downward to reflect any reduction to the
Class A Investor Interest as a result of any cancellation of Class A
Certificates pursuant to Section 4.16.
"Controlled Amortization Period" shall mean, unless an Early
Amortization Event shall have occurred prior thereto, the period commencing on
_______ __, ____ and ending upon the first to occur of (a) the commencement of
the Early Amortization Period and (b) the Series 1999-1 Termination Date.
"Controlled Amortization Shortfall" shall mean (i) with
respect to the first Due Period related to the Controlled Amortization Period,
zero, and (ii) with respect to each other Due Period during the Controlled
Amortization Period, means the excess, if any, of the Controlled Payment Amount
for the previous Due Period over the amount of Available Principal Collections
distributed as payment of such Controlled Payment Amount on the Distribution
Date related to such previous Due Period.
"Controlled Payment Amount" for any Due Period, shall mean,
the sum of (a) the Controlled Amortization Amount and (b) any existing
Controlled Amortization Shortfall.
"Controlling Certificateholders" shall mean (a) on any date of
determination on which the Class A Investor Interest or the Class B Investor
Interest is greater than zero, the Holders of Class A Certificates and Class B
Certificates evidencing more than 50% of the sum of the Class A Investor
Interest and the Class B Investor Interest and (b) thereafter, the Holders of
Class C Certificates evidencing more than 50% of the Class C Investor Interest.
"Cumulative Principal Shortfall" shall mean the sum of the
Principal Shortfalls (as such term is defined in each of the related Supplements
or Receivables Purchase Agreement) for each Series in Group One that are
Principal Sharing Series.
11
15
"Distribution Date" shall mean ________ 15, 1999 and the
fifteenth day of each calendar month thereafter, or if such fifteenth day is not
a Business Day, the next succeeding Business Day.
"Early Amortization Period" shall mean the period commencing
at the close of business on the Business Day immediately preceding the day on
which an Early Amortization Event with respect to Series 1999-1 is deemed to
have occurred, and ending on the Series 1999-1 Termination Date.
"Enhancement" shall mean (a) with respect to the Class A
Certificates, the subordination of the Class B Certificates, the Class C
Certificates and the Class D Certificates, (b) with respect to the Class B
Certificates, the subordination of the Class C Certificates and the Class D
Certificates and (c) with respect to the Class C Certificates, the subordination
of the Class D Certificates.
"Excess Spread" shall mean, with respect to any Distribution
Date, the sum of the amounts with respect to such Distribution Date, if any,
specified pursuant to subsections 4.9(a)(v), 4.9(b)(iii), 4.9(c)(ii) and
4.9(d)(ii).
"Finance Charge Shortfall" shall have the meaning specified in
subsection 4.14(b).
"Fixed Allocation Percentage" shall mean, with respect to any
Due Period (including any day within such Due Period) occurring on or after the
Fixed Principal Allocation Date, the percentage equivalent of a fraction:
(a) the numerator of which is the Series Investor Interest as
of the end of the day on the last day of the Due Period occurring
immediately prior to the Fixed Principal Allocation Date, as
applicable; provided, that if Series 1999-1 is paired with a Paired
Series and an Early Amortization Event occurs with respect to such
Paired Series during the Controlled Amortization Period, the Seller
may, by written notice delivered to the Trustee, the Servicer and the
Rating Agencies, designate a different numerator (provided that such
numerator is not less than the Series 1999-1 Investor Interest as of
the last day of the revolving period for such Paired Series) and
(b) the denominator of which is the greater of (i) the sum of
(A) the aggregate amount of Principal Receivables in the Trust at the
end of the day on the last day of the prior Due Period and (B) the
Excess Funding Amount as of the close of business of the last day of
the prior Due Period, and (ii) the sum of the numerators used to
calculate the Investor/Purchaser Percentages for such Due Period with
respect to Principal Receivables for all Series of Certificates and
Receivable Purchase Series outstanding;
provided, that with respect to any Due Period in which a Reset Date occurs, the
denominator determined pursuant to subclause (b)(i)(A) shall be (1) the
aggregate amount of Principal Receivables in the Trust as of the close of
business on the later of the last day of the preceding Due Period or the
preceding Reset Date, for the period from and including the first day of the
12
16
current Due Period or preceding Reset Date, as applicable, to but excluding such
Reset Date and (2) the aggregate amount of Principal Receivables in the Trust as
of the close of business on such Reset Date, for the period from and including
such Reset Date to the earlier of the last day of such Due Period (in which case
such period shall include such day) or the next succeeding Reset Date (in which
case such period shall not include such succeeding Reset Date); provided further
that with respect to any Due Period in which a Reset Date occurs, if the
Servicer need not make daily deposits of Collections into the Collection
Account, the amount in subclause (b)(i)(A) shall be the Average Principal
Balance.
"Fixed Principal Allocation Date" shall mean the earlier of
(a) the date on which an Early Amortization Period with respect to Series 1999-1
commences; and (b) the date of commencement of the Controlled Amortization
Period.
"Floating Allocation Percentage" shall mean, with respect to
any Due Period (including any day within such Due Period), the percentage
equivalent of a fraction:
(a) the numerator of which is the Investor Interest at the end of
the day on the last day of the prior Due Period (or with respect to
the first Due Period ending after the Closing Date, the Initial
Investor Interest), and
(b) the denominator of which is the greater of (1) the sum of (A)
the aggregate amount of Principal Receivables in the Trust at the end
of the day on such date (or with respect to the first Due Period
ending after the Closing Date, at the end of the day on the Closing
Date) and (B) the Excess Funding Amount as of the close of business of
the last day of the prior Due Period, and (2) the sum of the
numerators used to calculate the Investor/Purchaser Percentages for
such Due Period with respect to Finance Charge Receivables, Series
Dilution Amounts or Loss Amounts, as applicable, for all Series of
Certificates and Receivable Purchase Series outstanding;
provided that with respect to any Due Period in which a Reset Date occurs:
(x) the numerator determined pursuant to clause (a) above shall
be (1) the Investor Interest as of the close of business on the later
of the last day of the preceding Due Period or the Reset Date, for the
period from and including the first day of the current Due Period or
the preceding Reset Date, as applicable, to but excluding such Reset
Date and (2) the Investor Interest as of the close of business on such
Reset Date, for the period from and including such Reset Date to the
earlier of the last day of such Due Period (in which case such period
shall include such day) or the next succeeding Reset Date (in which
case such period shall not include such succeeding Reset Date);
(y) the denominator determined pursuant to subclause (b)(1)(A)
shall be (1) the aggregate amount of Principal Receivables in the
Trust as of the close of business on the later of the last day of the
preceding Due Period or the preceding Reset Date, for the period from
and including the first day of the current Due Period or preceding
Reset Date, as applicable, to but excluding such Reset Date and (2)
the aggregate amount of Principal Receivables in the Trust as of the
close of business on such Reset Date, for the
13
17
period from and including such Reset Date to the earlier of the last day of such
Due Period (in which case such period shall include such day) or the next
succeeding Reset Date (in which case such period shall not include such
succeeding Reset Date); provided that with respect to any Due Period in which a
Reset Date occurs, if the Servicer need not make daily deposits of Collections
into the Collection Account, the amount in subclause (b)(1)(A) shall be the
Average Principal Balance; and
(z) the denominator determined pursuant to subclause (b)(2)
shall be (1) the sum of the numerators used to calculate the
Investor/Purchaser Percentages for all outstanding Series for
allocations with respect to Finance Charge Receivables, Series Dilution
Amounts, Loss Amounts or Principal Receivables, as applicable, for all
such Series as of the close of business on the later of the last day of
the preceding Due Period or the preceding Reset Date, for the period
from and including the first day of the current Due Period or preceding
Reset Date, as applicable, to but excluding such Reset Date and (2) the
sum of the numerators used to calculate the Investor/Purchaser
Percentages for all outstanding Series for allocations with respect to
Finance Charge Receivables, Series Dilution Amounts, Loss Amounts or
Principal Receivables, as applicable, for all such Series as the close
of business on such Reset Date, for the period from and including such
Reset Date to the earlier of the last day of such Due Period (in which
case such period shall include such day) or the next succeeding Reset
Date (in which case such period shall not include such succeeding Reset
Date).
"Group One" shall mean Series 1999-1 and each other Series
specified in the related Supplement or Receivables Purchase Agreement to be
included in Group One.
"Initial Investor Interest" shall mean the sum of the Class A
Initial Investor Interest, the Class B Initial Investor Interest, the Class C
Initial Investor Interest and the Class D Initial Investor Interest.
"Interest Period" shall mean, with respect to 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 initial Distribution Date.
"Interest Rate Cap Agreements" shall mean the Class A Cap
Agreement and the Class B Cap Agreement.
"Interest Rate Cap Provider" shall mean either of the Class A
Cap Provider or the Class B Cap Provider.
"Investor Charge-Offs" shall mean, on any date of
determination, an amount equal to the sum of (i) the Class A Investor
Charge-Offs, (ii) the Class B Investor Charge-Offs, (iii) the Class C Investor
Charge-Offs and (iv) the Class D Investor Charge-Offs.
"Investor Interest" for Series 1999-1 means the Series
Investor Interest.
14
18
"Investor Loss Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the aggregate of the
Loss Amounts for the related Due Period and (b) the Floating Allocation
Percentage for such Due Period.
"Investor/Purchaser Percentage" for Series 1999-1 shall mean,
with respect to Collections of Principal Receivables, the Principal Allocation
Percentage, and with respect to Collections of Finance Charge Receivables,
Series Dilution Amounts or Loss Amounts, the Floating Allocation Percentage.
"LIBOR" shall mean, for any Interest Period, the London
interbank offered rate for one-month United States dollar deposits determined by
the Trustee for each Interest Period in accordance with the provisions of
Section 4.17.
"LIBOR Determination Date" shall mean [_________, __, 1999]
for the period from the Closing Date through [_________, __, 1999] , [_________,
__, 1999] for the period from [_________, __, 1999] through [_________, __,
1999], and the second London Business Day prior to the commencement of the
second and each subsequent Interest Period.
"London Business Day" shall mean a day on which the Trustee
and commercial banks in the City of London are open for the transaction of
commercial banking business.
"Minimum Seller Interest" for Series 1999-1 shall mean zero.
"Monthly Interest" shall mean, with respect to any
Distribution Date, the sum of (a) the Class A Monthly Interest, the Class A
Additional Interest, if any, and the unpaid Class A Deficiency Amount, if any;
(b) the Class B Monthly Interest, the Class B Additional Interest, if any, and
the unpaid Class B Deficiency Amount, if any; (c) the Class C Monthly Interest
and the unpaid Class C Deficiency Amount, if any; and (d) the Class D Monthly
Interest, each with respect to such Distribution Date.
"Portfolio Yield" shall mean, with respect to any Due Period,
the annualized percentage equivalent of a fraction, the numerator of which is an
amount equal to the sum of (a) the Floating Allocation Percentage of Collections
of Finance Charge Receivables allocated to the Series 1999-1 Certificates for
such Due Period (including certain other amounts that are to be treated as
Collections of Finance Charge Receivables in accordance with the Agreement) plus
(b) any Shared Excess Finance Charge Collections that are allocated to Series
Section 4.14 for the related Distribution Date plus (c) the Class A Cap Payment
and the Class B Cap Payment, if any, scheduled to be paid on the related
Distribution Date, such sum to be calculated on a cash basis after subtracting
the Investor Loss Amount for such Due Period, and the denominator of which is
the Series Investor Interest as of the last day of the preceding Due Period (or
with respect to the initial Due Period, the Initial Investor Interest).
"Principal Allocation Percentage" shall mean, (a) with respect
to any Due Period (including any day within such Due Period) occurring prior to
the Fixed Principal Allocation Date, the Floating Allocation Percentage for such
Due Period, and (b) with respect to any Due
15
19
Period (including any day within such Due Period) occurring on or after the
Fixed Principal Allocation Date, the Fixed Allocation Percentage for such Due
Period.
"Principal Shortfall" shall mean, as the context requires, any
of the following: (a) on any Distribution Date with respect to the Controlled
Amortization Period, the Controlled Payment Amount for the prior Due Period
exceeds the amount of Available Principal Collections for such Distribution Date
(excluding any portion thereof attributable to Shared Principal Collections);
and (b) on the Class B Expected Final Payment Date (if an Early Amortization
Event with respect to Series 1999-1 has not occurred), the amount by which the
Class B Investor Interest exceeds the amount of Available Principal Collections
for such Distribution Date (excluding any portion thereof attributable to Shared
Principal Collections); and (c) on any Distribution Date with respect to the
Early Amortization Period, the amount by which the Investor Interest exceeds the
Available Principal Collections for such Distribution Date (excluding any
portion thereof attributable to Shared Principal Collections).
"Rating Agency" shall mean Xxxxx'x and Standard & Poor's.
"Reallocated Class B Principal Collections" shall mean, with
respect to any Distribution Date, Collections of Principal Receivables allocated
to the Class B Investor Interest applied in accordance with subsection 4.12(a)
(applying Reallocated Class D Principal Collections and Reallocated Class C
Principal Collections pursuant to subsection 4.12(a) before applying any
Reallocated Class B Principal Collections) in an amount not to exceed the amount
described in subsection 4.5(a)(iv) during the Revolving Period, subsection
4.5(b)(iv) during the Controlled Amortization Period and Subsection 4.5(c)(iv)
during the Early Amortization Period; provided, however, that such amount shall
not exceed the Class B Investor Interest after giving effect to any Class B
Investor Charge-Offs for such Distribution Date.
"Reallocated Class C Principal Collections" shall mean, with
respect to any Distribution Date, Collections of Principal Receivables allocated
to the Class C Investor Interest applied in accordance with subsections 4.12(a)
and (b) (applying Reallocated Class D Principal Collections pursuant to
subsections 4.12(a) and (b) before applying any Reallocated Class C Principal
Collections) in an amount not to exceed the amount described in subsection
4.5(a)(iii) during the Revolving Period, subsection 4.5(b)(iii) during the
Controlled Amortization Period and subsection 4(c)(iii) during the Early
Amortization Period; provided, however, that such amount shall not exceed the
Class C Investor Interest after giving effect to any Class C Investor
Charge-Offs for such Distribution Date.
"Reallocated Class D Principal Collections" shall mean, with
respect to any Distribution Date, Collections of Principal Receivables allocated
to the Class D Investor Interest applied in accordance with subsections 4.12(a),
(b) and (c) in an amount not to exceed the amount described in subsection
4.5(a)(ii) during the Revolving Period, subsection 4.5(b)(ii) during the
Controlled Amortization Period and subsection 4.5(c)(ii) during the Early
Amortization Period; provided, however, that such amount shall not exceed the
Class D Investor Interest after giving effect to any Class D Investor
Charge-Offs for such Distribution Date.
16
20
"Reallocated Principal Collections" shall mean the sum of (a)
Reallocated Class B Principal Collections, (b) Reallocated Class C Principal
Collections and (c) Reallocated Class D Principal Collections.
"Reference Banks" shall mean four major banks in the London
interbank market selected by the Servicer.
"Replacement Interest Rate Cap Agreement" shall mean any
replacement interest cap having substantially similar terms and conditions as
the Interest Rate Cap Agreement it replaces.
"Reset Date" shall mean the occurrence of any Addition Date or
any Removal Date.
"Revolving Period" shall mean the period from and including
the Closing Date to, but not including, the Fixed Principal Allocation Date.
"Series Investor Interest" shall mean, on any date of
determination, an amount equal to the sum of (i) the Class A Investor Interest,
(ii) the Class B Investor Interest, (iii) the Class C Investor Interest and (iv)
the Class D Investor Interest, each as of such date.
"Series 1999-1" shall mean the Series of the Charming Shoppes
Master Trust represented by the Investor Certificates.
"Series 1999-1 Certificateholder" shall mean the Holder of
record of any Series 1999-1 Certificate.
"Series 1999-1 Certificates" shall mean the Class A
Certificates, the Class B Certificates, the Class C Certificates and the Class D
Certificates.
"Series 1999-1 Early Amortization Event" shall have the
meaning specified in Section 9 of this Supplement.
"Series 1999-1 Investor Dilution Amount" shall mean, with
respect to any Distribution Date, an amount equal to the product of (a) the
Floating Allocation Percentage for the related Due Period and (b) the Series
Dilution Amount allocated to Series 1999-1 pursuant to Section 4.3(d).
"Series 1999-1 Investor Monthly Servicing Fee" shall have the
meaning specified in Section 3.
"Series 1999-1 Termination Date" shall mean the earliest to
occur of (a) the Distribution Date on which the Series 1999-1 Certificates are
paid in full, (b) the ________, ________ Distribution Date or (c) the date of
termination of the Trust pursuant to Section 12.1.
17
21
"Series 1999-1 Unfunded Dilution Amount" shall mean, on any
Distribution Date, an amount equal to any unfunded Series 1999-1 Dilution Amount
remaining after reallocation to the Seller Interest and any addition of Accounts
pursuant to Section 4.3(d).
"Series Servicing Fee Percentage" shall mean 2.0%.
"Shared Excess Finance Charge Collections" shall mean, with
respect to any Distribution Date, as the context requires, either (a) the
aggregate amount of Collections of Finance Charge Receivables allocated to the
Series 1999-1 Certificates but available to cover Finance Charge Shortfalls for
other Series in Group One, if any, or (b) the aggregate amount of Collections of
Finance Charge Receivables and other amounts allocable to other Series in Group
One in excess of the amounts necessary to make required payments with respect to
such Series, if any, and available to cover any Finance Charge Shortfall with
respect to the Series 1999-1 Certificates as described in Section 4.14.
"Shared Principal Collections" shall mean, as the context
requires, either (a) the amount allocated to the Series 1999-1 Certificates
which may be applied to cover Principal Shortfalls with respect to other
outstanding Series in Group One, or (b) the amounts allocated to the Investor
Certificates of other Series in Group One that the applicable Supplements for
such Series specify are to be treated as "Shared Principal Collections" and
which may be applied to cover Principal Shortfalls with respect to the Series
1999-1 Certificates pursuant to Section 4.15.
"Subperiod" means, with respect to a Due Period in which one or more
Reset Dates occur (the "Subject Due Period"), any of the following:
(i) the period from and including the last day of the prior Due
Period to but excluding the first Reset Date in the Subject
Due Period,
(ii) the period from and including the last Reset Date in the
Subject Due Period to and including the last day of the
Subject Due Period, and
(iii) the period, if any, from and including one Reset Date in the
Subject Due Period to but excluding the next Reset Date.
"Telerate Page 3750" shall mean the display page currently so
designated on the Dow Xxxxx Telerate Service (or such other page as may replace
that page on that service for displaying comparable rates or prices).
SECTION 3. Servicing Compensation. The share of the Monthly
Servicing Fee allocable to Series 1999-1 (the "Series 1999-1 Investor Monthly
Servicing Fee") with respect to any Due Period shall be equal to one-twelfth of
the product of (i) the Series Servicing Fee Percentage and (ii) (a) the Investor
Interest as of the last day of such Due Period minus (b) the product of the
amount, if any, on deposit in the Excess Funding Account as of the last day of
such Due Period and the Principal Allocation Percentage for such Due Period (the
amount calculated pursuant to this clause (ii) is referred to as the "Servicing
Base Amount"); provided, however, that with respect to the first Due Period
ending after the Closing Date, the Series 1999-
18
22
1 Investor Monthly Servicing Fee shall be equal to $_________. The share of the
Series 1999-1 Investor Monthly Servicing Fee allocable to the Class A Investor
Interest with respect to any Due Period (the "Class A Servicing Fee") shall be
equal to one-twelfth of the product of (i) the Class A Floating Allocation, (ii)
the Series Servicing Fee Percentage, and (iii) the Servicing Base Amount for
such Due Period; provided, however, that with respect to the first Due Period
ending after the Closing Date, the Class A Servicing Fee shall be equal to
$_________. The share of the Series 1999-1 Investor Monthly Servicing Fee
allocable to the Class B Investor Interest with respect to any Due Period (the
"Class B Servicing Fee") shall be equal to one-twelfth of the product of (i) the
Class B Floating Allocation, (ii) the Series Servicing Fee Percentage and (iii)
the Servicing Base Amount for such Due Period; provided, however, that with
respect to the first Due Period ending after the Closing Date, the Class B
Servicing Fee shall be equal to $__________. The share of the Series 1999-1
Investor Monthly Servicing Fee allocable to the Class C Investor Interest with
respect to any Due Period (the "Class C Servicing Fee") shall be equal to
one-twelfth of the product of (i) the Class C Floating Allocation, (ii) the
Series Servicing Fee Percentage and (iii) the Servicing Base Amount for such Due
Period; provided, however, that with respect to the first Due Period ending
after the Closing Date, the Class C Servicing Fee shall be equal to $__________.
The share of the Series 1999-1 Investor Monthly Servicing Fee allocable to the
Class D Investor Interest with respect to any Due Period (the "Class D Servicing
Fee") shall be equal to one-twelfth of the product of (i) the Class D Floating
Allocation, (ii) the Series Servicing Fee Percentage and (iii) the Servicing
Base Amount for such Due Period; provided, however, that with respect to the
first Due Period ending after the Closing Date, the Class D Servicing Fee shall
be equal to $___________. Except as specifically provided above, the Monthly
Servicing Fee shall be paid by the cash flows from the Trust allocated to the
Seller or the Certificateholders of other Series (as provided in the related
Supplements or Receivables Purchase Agreements) 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)
and 4.11(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) and 4.11(c). The Class C Servicing Fee shall be payable
solely to the extent amounts are available for distribution in respect thereof
pursuant to subsections 4.9(c)(i) and 4.11(e). The Class D Servicing Fee shall
be payable solely to the extent amounts are available for distribution in
respect thereof pursuant to subsections 4.9(d)(i) and 4.11(k).
SECTION 4. Reassignment and Transfer Terms. The Series 1999-1
Certificates shall be subject to retransfer to the Seller at its option, in
accordance with the terms specified in subsection 12.2(a), on any Distribution
Date on or after the Distribution Date on which the Series Investor Interest is
less than or equal to 10% of the Initial Investor Interest. The deposit required
in connection with any such repurchase shall be equal to the Series Investor
Interest plus accrued and unpaid interest on the Series 1999-1 Certificates
through the day preceding the Distribution Date on which the repurchase occurs.
SECTION 5. Delivery and Payment for the Series 1999-1
Certificates. The Seller shall execute and deliver the Series 1999-1
Certificates to the Trustee for authentication in accordance with Section 6.1.
The Trustee shall deliver the Series 1999-1 Certificates when authenticated in
accordance with Section 6.2.
19
23
SECTION 6. Depository; Form of Delivery of Series 1999-1
Certificates.
(a) The Class A Certificates and the Class B Certificates
shall be delivered as Book-Entry Certificates as provided in Sections 6.2 and
6.10. The Class C Certificates and the Class D Certificates shall be delivered
as Definitive Certificates as provided in Sections 6.2 and 6.12.
(b) The Depository for Series 1999-1 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 of the Agreement (except for Sections 4.1, 4.2 and 4.3) shall read in
its entirety as follows and shall be applicable only to the Series 1999-1
Certificates.
ARTICLE IV.
RIGHTS OF CERTIFICATEHOLDERS AND RECEIVABLES
PURCHASERS AND ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.4. Rights of Series 1999-1 Certificateholders. The
Series 1999-1 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 Series 1999-1 Certificates at the times and in the
amounts specified in this Agreement, (a) the Floating Allocation Percentage and
Principal Allocation Percentage (as applicable from time to time) of Collections
received with respect to the Receivables (including certain other amounts that
are to be treated as collections of Receivables in accordance with the terms of
this Agreement, (b) any other funds on deposit (or to be deposited) in the
Collection Account or the Excess Funding Account allocated to Series 1999-1, (c)
any Class A Cap Payments and Class B Cap Payments, and (d) any other amounts
that pursuant to this Agreement or any Supplement are allocable to Series
1999-1. The Class D Certificate shall be subordinate to the Class A
Certificates, the Class B Certificates and the Class C Certificates. The Class C
Certificates shall be subordinate to the Class A Certificates and the Class B
Certificates. The Class B Certificates shall be subordinate to the Class A
Certificates. The Exchangeable Seller Certificate shall not represent any
interest in the Collection Account or the Excess Funding 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 Series
1999-1 Certificateholders, the following amounts as set forth below:
20
24
(i) Allocate to the Series 1999-1 Certificateholders an
amount equal to the product of (A) the Floating Allocation Percentage
on such date and (B) the aggregate amount of Collections processed in
respect of Finance Charge Receivables on such date, to be applied in
accordance with Sections 4.9 and 4.11.
(ii) An amount equal to the product of (A) the Class D
Investor Allocation on such date, (B) the Investor/Purchaser Percentage
on such date and (C) the aggregate amount of Collections processed in
respect of Principal Receivables on such date, to 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 C
Investor Allocation on such date, (B) the Investor/Purchaser Percentage
on such date and (C) the aggregate amount of Collections processed in
respect of Principal Receivables on such date, to be applied first in
accordance with Section 4.12 and then in accordance with subsection
4.9(e).
(iv) An amount equal to the product of (A) the Class B
Investor Allocation on such date, (B) the Investor/Purchaser Percentage
on such date and (C) the aggregate amount of Collections processed in
respect of Principal Receivables on such date, to be applied first in
accordance with Section 4.12 and then in accordance with subsection
4.9(e).
(v) An amount equal to the product of (A) the Class A
Investor Allocation on such date, (B) the Investor/Purchaser Percentage
on such date and (C) the aggregate amount of Collections processed in
respect of Principal Receivables on such date, to be applied in
accordance with subsection 4.9(e);
provided, however, that (A) the aggregate amount allocated to the Series 1999-1
Certificateholders pursuant to this subsection 4.5(a)(ii) through (v) during any
Due Period shall not exceed the amounts required to be distributed on the
Distribution Date related to such Due Period pursuant to subsections 4.9(a)
through (e)(i) and subsections 4.11(a) through (o) and (B) any amounts not so
allocated as a result of clause (A) of this proviso shall be treated as Shared
Excess Finance Charge Collections.
(b) Allocations During the Controlled Amortization Period.
During the Controlled 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 Series 1999-1 Certificateholders, the following amounts
as set forth below:
(i) Allocate to the Series 1999-1 Certificateholders an
amount equal to the product of (A) the Floating Allocation Percentage
on such date and (B) the aggregate amount of Collections processed in
respect of Finance Charge Receivables on such date, to be applied in
accordance with Sections 4.9 and 4.11.
21
25
(ii) An amount equal to the product of (A) the Class D
Investor Allocation on such date, (B) the Investor/Purchaser Percentage
on such date and (C) the aggregate amount of Collections processed in
respect of Principal Receivables on such date, to be applied first in
accordance with Section 4.12 and then in accordance with subsection
4.9(f).
(iii) An amount equal to the product of (A) the Class C
Investor Allocation on such date, (B) the Investor/Purchaser Percentage
on such date and (C) the aggregate amount of Collections processed in
respect of Principal Receivables on such date, to be applied first in
accordance with Section 4.12 and then in accordance with subsection
4.9(f).
(iv) An amount equal to the product of (A) the Class B
Investor Allocation on such date, (B) the Investor/Purchaser Percentage
on such date and (C) the aggregate amount of Collections processed in
respect of Principal Receivables on such date, to be applied first in
accordance with Section 4.12 and then in accordance with subsection
4.9(f).
(v) An amount equal to the product of (A) the Class A
Investor Allocation on such date, (B) the Investor/Purchaser Percentage
on such date and (C) the aggregate amount of Collections processed in
respect of Principal Receivables on such date, to be applied in
accordance with subsection 4.9(f);
provided, however, that (A) the aggregate amount allocated to the Series 1999-1
Certificateholders pursuant to this subsection 4.5(b)(ii) through (v) during any
Due Period shall not exceed the amounts required to be distributed on the
Distribution Date related to such Due Period pursuant to subsection 4.9(e)(i) or
subsection 4.9(f)(i) through (v) and (B) any amounts not so allocated as a
result of clause (A) of this proviso shall be treated as Shared Principal
Collections.
(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 Series 1999-1 Certificateholders, the following amounts as set
forth below:
(i) Allocate to the Series 1999-1 Certificateholders an
amount equal to the product of (A) the Floating Allocation Percentage
on such date and (B) the aggregate amount of such Collections processed
in respect of Finance Charge Receivables on such date, to be applied in
accordance with Sections 4.9 and 4.11.
(ii) An amount equal to the product of (A) the Class D
Investor Allocation on such date, (B) the Investor/Purchaser Percentage
on such date and (C) the aggregate amount of Collections processed in
respect of Principal Receivables on such date, to be applied first in
accordance with Section 4.12 and then in accordance with sub section
4.9(f).
22
26
(iii) An amount equal to the product of (A) the Class C
Investor Allocation on such date, (B) the Investor/Purchaser Percentage
on such date and (C) the aggregate amount of Collections processed in
respect of Principal Receivables on such date, to be applied first in
accordance with Section 4.12 and then in accordance with subsection
4.9(f).
(iv) An amount equal to the product of (A) the Class B
Investor Allocation on such date, (B) the Investor/Purchaser Percentage
on such date and (C) the aggregate amount of Collections processed in
respect of Principal Receivables on such date, to be applied first in
accordance with Section 4.12 and then in accordance with subsection
4.9(f).
(v) An amount equal to the product of (A) the Class A
Investor Allocation on such date, (B) the Investor/Purchaser Percentage
on such date and (C) the aggregate amount of Collections processed in
respect of Principal Receivables on such date, to be applied in
accordance with subsection 4.9(f).
SECTION 4.6. Determination of Monthly Interest.
(a) The amount of monthly interest distributable in respect of
the Class A Certificates on each Distribution Date shall be an amount equal to
the product of (i) a fraction, the numerator of which is the actual number of
days in the related Interest Period and the denominator of which is 360, (ii)
the Class A Certificate Rate, and (iii) the outstanding principal balance of the
Class A Certificates determined as of the Record Date preceding such
Distribution Date (the "Class A Monthly Interest"); provided, however, that with
respect to the first Distribution Date, Class A Monthly Interest will be equal
to interest accrued on the initial outstanding principal balance of the Class A
Certificates at the Class A Certificate Rate from the Closing Date through
__________, ___ 1999; provided further, however, 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 the product of (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, (B) the sum of the Class A
Certificate Rate and 1.0% per annum, and (C) any Class A Deficiency Amounts from
the prior Distribution Date, as defined below, or the portion thereof which has
not theretofore been paid to Class A Certificateholders (the "Class A Additional
Interest"), shall also 9be distributable in respect of the Class A Certificates.
The "Class A Deficiency Amount" for any Distribution Date shall be equal to the
excess, if any, of the aggregate amount accrued pursuant to this subsection
4.6(a) for all Interest Periods prior to the immediately preceding Interest
Period, over the amount actually paid to Class A Certificateholders in respect
of such amounts on all prior Distribution Dates.
(b) The amount of monthly interest distributable in respect of
the Class B Certificates on each Distribution Date shall be an amount equal to
the product of (i) a fraction, the numerator of which is the actual number of
days in the related Interest Period and the denominator of which is 360, (ii)
the Class B Certificate Rate, and (iii) the outstanding principal balance of the
Class B Certificates determined as of the Record Date preceding such
Distribution Date (the "Class B Monthly Interest"); provided, however, that with
respect to the first
23
27
Distribution Date, Class B Monthly Interest will be equal to interest accrued on
the initial outstanding principal balance of the Class B Certificates at the
Class B Certificate Rate from the Closing Date through ____________, ___, 1999;
provided further, however, that in addition to the 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 (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, (B) the sum of the Class B Certificate Rate and
1.0% per annum, and (C) any Class B Deficiency Amount from the prior
Distribution Date, as defined below, or the portion thereof which has not
theretofore been paid to Class B Certificateholders (the "Class B Additional
Interest"), shall also be distributable in respect of the Class B Certificates.
The "Class B Deficiency Amount" for any Distribution Date shall be equal to the
excess, if any, of the aggregate amount accrued pursuant to this subsection
4.6(b) for all Interest Periods prior to the immediately preceding Interest
Period, over the amount actually paid to the Class B Certificateholders in
respect of such amounts on all prior Distribution Dates.
(c) The amount of monthly interest distributable in respect of
the Class C Certificates on each Distribution Date shall be an amount equal to
the product of (i) a fraction, the numerator of which is the actual number of
days in the related Interest Period and the denominator of which is 360, (ii)
the Class C Certificate Rate in effect with respect to the related Interest
Period, and (iii) the Class C Investor Interest determined as of the Record Date
preceding such Distribution Date (the "Class C Monthly Interest"); provided,
however, that in addition to the Class C Monthly Interest an amount equal to any
unpaid Class C Deficiency Amounts, as defined below, shall also be distributed
to the Class C Certificateholders. The "Class C Deficiency Amount" for any
Distribution Date shall be equal to the excess, if any, of the aggregate amount
accrued pursuant to this subsection 4.6(c) for all Interest Periods prior to the
immediately preceding Interest Period, over the amount actually paid to the
Class C Certificateholders in respect of such amounts on all prior Distribution
Dates.
(d) The amount of monthly interest distributable in respect of
the Class D Certificates on each Distribution Date shall be an amount equal to
the product of (i) a fraction, the numerator of which is the actual number of
days in the related Interest Period and the denominator of which is 360, (ii)
the Class D Certificate Rate in effect with respect to the related Interest
Period, and (iii) the Class D Investor Interest determined as of the Record Date
preceding such Distribution Date (the "Class D Monthly Interest").
SECTION 4.7. Determination of Monthly Principal.
(a) The amount of monthly principal distributable with respect
to the Class A Certificates on each Distribution Date (the "Class A Monthly
Principal"), beginning with the Distribution Date in the month following the
month in which the Controlled Amortization Period or, if earlier, the Early
Amortization Period, begins, shall be equal to the least of (i) the Available
Principal Collections with respect to such Distribution Date, (ii) for each
Distribution Date with respect to the Controlled Amortization Period prior to
the Class A Expected Final Payment Date, the Controlled Payment Amount for such
Distribution Date and (iii) the Class A Investor Interest on such Distribution
Date (after taking into account any adjustments to be made on such Distribution
Date pursuant to Section 4.10).
24
28
(b) The amount of monthly principal distributable with respect
to the Class B Certificates on each Distribution Date (the "Class B Monthly
Principal") beginning with the Distribution Date immediately following the
Distribution Date on which the Class A Investor Interest has been paid in full,
and during the Early Amortization Period, beginning with the Distribution Date
on which the Class A Investor Interest has been paid in full (the "Class B
Principal Commencement Date"), shall be an amount equal to the lesser of (i) the
Available Principal Collections with respect to such Distribution Date (minus
the portion of such Available Principal Collections applied to Class A Monthly
Principal on such Distribution Date) and (ii) the Class B Investor Interest
(after taking into account any adjustments to be made on such Distribution Date
pursuant to Sections 4.10 and 4.12) on such Distribution Date.
(c) The amount of monthly principal distributable with respect
to the Class C Certificates on each Distribution Date (the "Class C Monthly
Principal") shall be, beginning with the Distribution Date on which the Class B
Investor Interest has been paid in full, an amount equal to the lesser of (i)
the Available Principal Collections with respect to such Distribution Date
(minus the portion of such Available Principal Collections applied to Class A
Monthly Principal and Class B Monthly Principal on such Distribution Date) and
(ii) the Class C Investor Interest (after taking into account any adjustments to
be made on such Distribution Date pursuant to Sections 4.10 and 4.12) on such
Distribution Date.
(d) The amount of monthly principal distributable with respect
to the Class D Certificates on each Distribution Date (the "Class D Monthly
Principal") shall be, beginning with the Distribution Date on which the Class C
Investor Interest has been paid in full, an amount equal to the lesser of (i)
the Available Principal Collections with respect to such Distribution Date
(minus the portion of such Available Principal Collections applied to Class A
Monthly Principal, Class B Monthly Principal and Class C Monthly Principal on
such Distribution Date) and (ii) the Class D Investor Interest (after taking
into account any adjustments to be made on such Distribution Date pursuant to
Sections 4.10 and 4.12) on such Distribution Date.
SECTION 4.8. Coverage of Class A and Class B Required Amounts.
(a) On or before each Distribution 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 Distribution Date, plus (ii) the
Class A Deficiency Amount, if any, for such Distribution Date, plus (iii) the
Class A Additional Interest, if any, for such Distribution Date, plus (iv) the
Class A Servicing Fee for the related Due Period, plus (v) the Class A Servicing
Fee, if any, due but not paid on any prior Distribution Date, plus (vi) the
Class A Investor Loss Amount, if any, for the related Due Period, plus (vii) the
Class A Investor Dilution Amount, if any, for the related Due Period exceeds the
Class A Available Funds for the related Due Period.
(b) On or before each Distribution Date, the Servicer shall
also determine the amount (the "Class B Required Amount"), equal to the sum of
(i) the amount, if any, by which (A) the sum of (1) the Class B Monthly Interest
for such Distribution Date, plus (2) the Class B Deficiency Amount, if any, for
such Distribution Date, plus (3) the Class B Additional Interest, if any, for
such Distribution Date, plus (4) the Class B Servicing Fee for the related Due
Period,
25
29
plus (5) the Class B Servicing Fee, if any, due but not paid on any prior
Distribution Date, exceeds (B) the Class B Available Funds for the related Due
Period plus (ii) the sum of the Class B Investor Loss Amount, if any, for the
related Due Period, plus the Class B Investor Dilution Amount, if any, for the
related Due Period.
(c) In the event that the Class A Required Amount or the Class
B Required Amount for such Distribution Date is greater than zero, the Servicer
shall give written notice to the Trustee of such positive Class A Required
Amount or Class B Required Amount on or before such Distribution Date. For any
Distribution Date, in the event that the Class A Required Amount for such
Distribution Date is greater than zero, all or a portion of the Excess Spread
and Shared Excess Finance Charge Collections with respect to such Distribution
Date in an amount equal to the Class A Required Amount, to the extent available,
for such Distribution Date shall be distributed on such Distribution Date
pursuant to subsection 4.11(a). In the event that the Class A Required Amount
for such Distribution Date exceeds the amount of Excess Spread and Shared Excess
Finance Charge Collections with respect to such Distribution Date, the
Collections of Principal Receivables allocable to the Class D Certificates, the
Collections of Principal Receivables allocable to the Class C Certificates and
the Collections of Principal Receivables allocable to the Class B Certificates
with respect to the related Due Period shall be applied as specified in Section
4.12. In the event that the Class B Required Amount for such Distribution Date
exceeds the amount of Excess Spread and Shared Excess Finance Charge Collections
available to fund the Class B Required Amount pursuant to subsection 4.11(c),
the Collections of Principal Receivables allocable to the Class D Certificates
and the Collections of Principal Receivables allocable to the Class C
Certificates (after application, in each case, to the Class A Required Amount)
with respect to the related Due Period shall be applied as specified in Section
4.12; provided, however, that the sum of any payments pursuant to this paragraph
shall not exceed the sum of the Class A Required Amount and the Class B Required
Amount.
SECTION 4.9. Monthly Payments. On or before each Distribution
Date, the Servicer shall instruct the Trustee in writing (which writing shall be
substantially in the form of Exhibit B hereto) to withdraw and the Trustee,
acting in accordance with such instructions, shall withdraw on such Distribution
Date, to the extent of available funds, the amounts required to be withdrawn
from the Collection Account as follows:
(a) An amount equal to the Class A Available Funds for the
related Due Period shall be distributed on each Distribution Date in the
following priority:
(i) an amount equal to Class A Monthly Interest for such
Distribution Date, plus the amount of any Class A Deficiency Amount for
such Distribution Date, plus the amount of any Class A Additional
Interest for such Distribution Date, shall be distributed to the Class
A Certificateholders;
(ii) an amount equal to the Class A Servicing Fee for such
Distribution Date plus the amount of any Class A Servicing Fee due but
not paid to the Servicer on any prior Distribution Date shall be
distributed to the Servicer;
26
30
(iii) an amount equal to the Class A Investor Loss Amount, if
any, for the related Due Period shall be treated as a portion of
Available Principal Collections for such Distribution Date;
(iv) an amount equal to the Class A Investor Dilution Amount,
if any, for the related Due Period shall be treated as a portion of
Available Principal Collections for such Distribution Date; and
(v) 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 for the
related Due Period shall be distributed on each Distribution Date in the
following priority:
(i) an amount equal to the Class B Monthly Interest for such
Distribution Date, plus the amount of any Class B Deficiency Amount for
such Distribution Date, plus the amount of any Class B Additional
Interest for such Distribution Date, shall be distributed to the Class
B Certificateholders;
(ii) an amount equal to the Class B Servicing Fee for such
Distribution Date, plus the amount of any Class B Servicing Fee due but
not paid to the Servicer on any prior Distribution 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.
(c) An amount equal to the Class C Available Funds for the
related Due Period shall be distributed on each Distribution Date in the
following priority:
(i) an amount equal to the Class C Servicing Fee for such
Distribution Date plus the amount of any Class C Servicing Fee due but
not paid to the Servicer on any prior Distribution 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) An amount equal to the Class D Available Funds for the
related Due Period shall be distributed on each Distribution Date in the
following priority:
(i) an amount equal to the Class D Servicing Fee for such
Distribution Date plus the amount of any Class D Servicing Fee due but
not paid to the Servicer on any prior Distribution 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.
27
31
(e) During the Revolving Period, an amount equal to the
Available Principal Collections for the related Due Period shall be distributed
on each Distribution Date in the following priority:
(i) an amount equal to any amounts required to be applied on
such date from Available Principal Collections pursuant to the Class C
Purchase Agreement shall be so applied;
(ii) an amount equal to the lesser of (A) Available Principal
Collections for such Distribution Date after giving effect to the
applications specified in subsection 4.9(e)(i) above and, (B) the
product of (1) a fraction, the numerator of which is equal to the
Available Principal Collections remaining after giving effect to the
applications specified in subsection 4.9(e)(i) above and the
denominator of which is equal to the sum of the Available Principal
Collections available for sharing as specified in the related
Supplement and Receivables Purchase Agreement for each Series
(including this Series 1999-1) in Group One that are Principal Sharing
Series and (2) the Cumulative Principal Shortfall, shall be treated as
Shared Principal Collections and applied to Series in Group One that
are Principal Sharing Series other than this Series 1999-1; and
(iii) an amount equal to the excess, if any, of (A) the
Available Principal Collections for such Distribution Date over (B) the
applications specified in subsections 4.9(e)(i) and (ii) above shall be
paid to the Holder of the Exchangeable Seller Certificate; provided,
however, that in no event shall the amount payable to the Holder of the
Exchangeable Seller Certificate pursuant to this subsection 4.9(e)(iii)
be greater than the Seller Interest on such Distribution Date; provided
further, that, if on any Distribution Date the Seller Interest is less
than the Aggregate Minimum Seller Interest, the Servicer will not
distribute to the Holder of the Exchangeable Seller Certificate any
amounts hereunder, but shall deposit such funds in the Excess Funding
Account.
(f) During the Controlled Amortization Period (beginning with
the Distribution Date in the month following the month in which the Controlled
Amortization Period begins) or the Early Amortization Period, an amount equal to
the Available Principal Collections for the related Due Period shall be
distributed on each Distribution Date in the following priority:
(i) an amount equal to the Class A Monthly Principal for such
Distribution Date shall be distributed to the Class A
Certificateholders;
(ii) after giving effect to the distribution referred to in
clause (i) above, beginning on the Class B Principal Commencement Date,
an amount equal to the Class B Monthly Principal shall be distributed
to the Class B Certificateholders;
(iii) after giving effect to the distribution referred to in
clauses (i) and (ii) above, beginning with the Distribution Date on
which the Class B Investor Interest has been paid in full, an amount
equal to the Class C Monthly Principal shall be distributed to the
Class C Certificateholders in accordance with the Class C Purchase
Agreement;
28
32
(iv) after giving effect to the distributions referred to in
clauses (i), (ii) and (iii) above, beginning with the Distribution Date
on which the Class C Investor Interest has been paid in full, an amount
equal to the Class D Monthly Principal shall be distributed to the
Class D Certificateholders;
(v) after giving effect to the distributions referred to in
clauses (i), (ii), (iii) and (iv) above, an amount equal to any amounts
required to be applied from Available Principal Collections on such
date pursuant to the Class C Purchase Agreement shall be so applied;
(vi) an amount equal to the lesser of (A) the product of (1) a
fraction, the numerator of which is equal to the Available Principal
Collections remaining after the applications specified in clauses (i),
(ii), (iii), (iv) and (v) above and the denominator of which is equal
to the sum of the Available Principal Collections available for sharing
as specified in the related Supplement or Receivables Purchase
Agreement for each Series (including this Series 1999-1) in Group One
which is a Principal Sharing Series and (2) the Cumulative Principal
Shortfall and (B) the Available Principal Collections remaining after
the applications specified in clauses (i), (ii), (iii), (iv) and (v)
above, shall be treated as Shared Principal Collections and applied to
Series in Group One which are Principal Sharing Series other than this
Series 1999-1; and
(vii) an amount equal to the excess, if any, of (A) the
Available Principal Collections over (B) the applications specified in
clauses (i) through (vi) above shall be paid to the Holder of the
Exchangeable Seller Certificate; provided, however, that in no event
shall the amount payable to the Holder of the Exchangeable Seller
Certificate pursuant to this subsection 4.9(f)(vii) be greater than the
Seller Interest on such Distribution Date; provided further, that, if
on any Distribution Date the Seller Interest is less than the Aggregate
Minimum Seller Interest, the Servicer will not distribute to the
Holder of the Exchangeable Seller Certificate any amounts hereunder,
but shall deposit such funds in the Excess Funding Account.
SECTION 4.10. Investor Charge-Offs.
(a) On or before each Distribution Date, the Servicer shall
calculate the Class A Investor Loss Amount. If on any Distribution Date, the
Class A Investor Loss Amount for the prior Due Period exceeds the sum of the
amounts allocated with respect thereto pursuant to subsection 4.9(a)(iii),
subsection 4.11(a) and Section 4.12 with respect to such Due Period, the Class D
Investor Interest (after giving effect to reductions for any Class D Investor
Charge-Offs described in paragraph (d) and any Reallocated Class D Principal
Collections on such Distribution Date) will be reduced by the amount of such
excess. If such reduction would cause the Class D Investor Interest to be a
negative number, the Class D Investor Interest will be reduced to zero, and the
Class C Investor Interest (after giving effect to reductions for any Class C
Investor Charge-Offs described in paragraph (c) and any Reallocated Class C
Principal Collections on such Distribution Date) will be reduced by the amount
by which the Class D Investor Interest would have been reduced below zero. If
such reduction would cause the Class C Investor Interest to be a negative
number, the Class C Investor Interest will be reduced to zero,
29
33
and the Class B Investor Interest (after giving effect to reductions for any
Class B Investor Charge-Offs described in paragraph (b) and any Reallocated
Class B Principal Collections on such Distribution Date) will be reduced by the
amount by which the Class C Investor Interest would have been reduced below
zero. If such reduction would cause the Class B Investor Interest to be a
negative number, the Class B Investor Interest will be reduced to zero, and the
Class A Investor Interest will be reduced by the amount by which the Class B
Investor Interest would have been reduced below zero, but not by more than the
Class A Investor Loss Amount for such Distribution Date. Additionally, the Class
A Investor Interest shall be reduced by the amount of any Series 1999-1 Unfunded
Dilution Amount remaining after giving effect to any related Class B Investor
Charge-Off, Class C Investor Charge-Off and Class D Investor Charge-Off
(collectively, a "Class A Investor Charge-Off"). If the Class A Investor
Interest has been reduced by the amount of any Class A Investor Charge-Offs, it
will be reimbursed on any Distribution Date (but not by an amount in excess of
the aggregate Class A Investor Charge-Offs) by the amount of Excess Spread
allocated and available for such purpose pursuant to subsection 4.11(b).
(b) On or before each Distribution Date, the Servicer shall
calculate the Class B Investor Loss Amount. If on any Distribution Date, the
Class B Investor Loss Amount for the prior Due Period exceeds the amounts
allocated with respect thereto pursuant to subsection 4.9(b)(iii), subsection
4.11(c) and Section 4.12 with respect to such Due Period, the Class D Investor
Interest (after giving effect to reductions for any Class D Investor Charge-Offs
described in paragraphs (a) and (d) and any Reallocated Class D Principal
Collections on such Distribution Date and any adjustments with respect thereto
as described in subsection 4.10(a) above) will be reduced by the amount of such
excess. If such reduction would cause the Class D Investor Interest to be a
negative number, the Class D Investor Interest will be reduced to zero, and the
Class C Investor Interest (after giving effect to reductions for any Class C
Investor Charge-Offs described in paragraph (a) and (c) and any Reallocated
Class C Principal Collections on such Distribution Date and any adjustment with
respect thereto as described in subsection 4.10(a) above) will be reduced by the
amount by which the Class D Investor Interest would have been reduced below
zero. If such reduction would cause the Class C Investor Interest to be a
negative number, the Class C Investor Interest shall be reduced to zero and the
Class B Investor Interest shall be reduced by the amount by which the Class C
Investor Interest would have been reduced below zero, but not by more than the
Class B Investor Loss Amount for such Distribution Date. Additionally, the Class
B Investor Interest shall be reduced by the amount of any Series 1999-1 Unfunded
Dilution Amount remaining after giving effect to any related Class C Investor
Charge-Off and Class D Investor Charge-Off (collectively, together with all
reductions to the Class B Investor Interest under subsection 4.10(a), a "Class B
Investor Charge-Off"). The Class B Investor Interest will also be reduced by the
amount of Reallocated Class B Principal Collections in excess of the Class C
Investor Interest pursuant to Section 4.12 and the amount of any portion of the
Class B Investor Interest allocated to the Class A Certificates to avoid a
reduction in the Class A Investor Interest pursuant to subsection 4.10(a) above.
The Class B Investor Interest will thereafter be reimbursed (but not to an
amount in excess of the unpaid principal balance of the Class B Certificates) on
any Distribution Date by the amount of Excess Spread allocated and available for
that purpose as described under subsection 4.11(d).
30
34
(c) On or before each Distribution Date, the Servicer shall
calculate the Class C Investor Loss Amount. If on any Distribution Date, the
Class C Investor Loss Amount for the prior Due Period exceeds the amount of
Excess Spread, Shared Excess Finance Charge Collections and Reallocated Class D
Principal Collections which are allocated and available to fund such amount
pursuant to subsection 4.11(g) and Section 4.12, the Class D Investor Interest
(after giving effect to reductions for any Class D Investor Charge-Offs
described in paragraphs (a), (b) and (d) and any Reallocated Class D Principal
Collections on such Distribution Date and any adjustments thereto as described
in subsection 4.10(a) or (b) above) will be reduced by the amount of such
excess. If such reduction would cause the Class D Investor Interest to be a
negative number, the Class D Investor Interest will be reduced to zero, and the
Class C Investor Interest (after giving effect to reductions for any Class C
Investor Charge-Offs described in paragraphs (a) and (b) and any Reallocated
Class C Principal Collections on such Distribution Date and any adjustments with
respect thereto as described in subsection 4.10(a) or 4.10(b) above) will be
reduced by the amount by which the Class D Investor Interest would have been
reduced below zero, but not by more than the sum of the Class C Investor Loss
Amount for such Distribution Date. Additionally, the Class C Investor Interest
shall be reduced by the amount of any Series 1999-1 Unfunded Dilution Amount
remaining after giving effect to any related Class D Investor Charge-Off
(collectively, together with all reductions to the Class C Investor Interest
under subsections 4.10(a) and (b), a "Class C Investor Charge-Off"). The Class C
Investor Interest will also be reduced by the amount of Reallocated Class C
Principal Collections pursuant to Section 4.12 and the amount of any portion of
the Class C Investor Interest allocated to the Class A Certificates or the Class
B Certificates to avoid a reduction in the Class A Investor Interest, pursuant
to subsection 4.10(a), or the Class B Investor Interest, pursuant to subsection
4.10(b), respectively. The Class C Investor Interest will thereafter be
reimbursed (but not in excess of the unreimbursed amount of such reductions) on
any Distribution Date by the amount of the Excess Spread allocated and available
under subsection 4.11(i).
(d) On or before each Distribution Date, the Servicer shall
calculate the Class D Investor Loss Amount. If on any Distribution Date, the
Class D Investor Loss Amount for the prior Due Period exceeds the amount of
Excess Spread which is allocated and available to fund such amount pursuant to
subsection 4.11(l), the Class D Investor Interest will be reduced by the amount
of such excess, but not by more than the Class D Investor Loss Amount for such
Distribution Date. Additionally, the Class D Investor Interest shall be reduced
by the amount of any Series 1999-1 Unfunded Dilution Amount (collectively,
together with all reductions to the Class D Investor Interest under subsections
4.10(a), (b) and (c), a "Class D Investor Charge-Off"). The Class D Investor
Interest will also be reduced by the amount of Class D Reallocated Principal
Collections pursuant to Section 4.12 and the amount of any portion of the Class
D Investor Interest allocated to the Class A Certificates, the Class B
Certificates or the Class C Certificates to avoid a reduction in the Class A
Investor Interest, pursuant to subsection 4.10(a), the Class B Investor
Interest, pursuant to subsection 4.10(b), or the Class C Investor Interest,
pursuant to Section 4.10(c), respectively. The Class D Investor Interest will
thereafter be reimbursed (but not in excess of the unreimbursed amount of such
reductions) on any Distribution Date by the amount of the Excess Spread
allocated and available for that purpose as described under subsection 4.11(n).
31
35
SECTION 4.11. Excess Spread; Shared Excess Finance Charge
Collections. On or before each Distribution Date, the Servicer shall instruct
the Trustee in writing (which writing shall be substantially in the form of
Exhibit B hereto) to apply Excess Spread and Shared Excess Finance Charge
Collections allocated to Series 1999-1 with respect to the related Due Period to
make the following distributions on each Distribution Date in the following
priority:
(a) an amount equal to the Class A Required Amount, if any,
with respect to such Distribution Date shall be used to fund the Class A
Required Amount and be applied in accordance with, and in the priority set forth
in, subsection 4.9(a);
(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 Available Principal Collections for such Distribution Date;
(c) an amount equal to the Class B Required Amount, if any,
with respect to such Distribution Date shall be (I) used to fund any deficiency
pursuant to subsections 4.9(b)(i) and (ii) in the order of priority specified
therein and (II) an amount equal to the sum of the Class B Investor Loss Amount
and Class B Investor Dilution Amount for the related Due Period shall be treated
as a portion of Available Principal Collections for such Distribution Date;
(d) an amount equal to the aggregate amount by which the Class
B Investor Interest has been reduced below the Class B Initial Investor Interest
for reasons other than the payment of principal to the Class B
Certificateholders or the cancellation of Class B Certificates (but not in
excess of the unreimbursed amount of such reductions) shall be treated as a
portion of Available Principal Collections for such Distribution Date;
(e) an amount equal to the excess, if any, of the Class C
Servicing Fee for such Distribution Date plus the amount of any Class C
Servicing Fee due but not paid to the Servicer on any prior Distribution Date
over the Class C Available Funds for such Distribution Date shall be paid to the
Servicer;
(f) an amount equal to the Class C Monthly Interest plus the
Class C Deficiency Amount for such Distribution Date shall be distributed to the
Class C Certificateholders in accordance with the Class C Purchase Agreement;
(g) an amount equal to the Class C Investor Loss Amount, if
any, for the related Due Period shall be treated as a portion of Available
Principal Collections for such Distribution Date;
(h) an amount equal to the Class C Investor Dilution Amount,
if any, for the related Due Period shall be treated as a portion of Available
Principal Collections for such Distribution Date;
(i) an amount equal to the aggregate amount by which the Class
C Investor Interest has been reduced below the Class C Initial Investor Interest
for reasons other than the payment of principal to the Class C
Certificateholders or the cancellation of Class C Certificates
32
36
(but not in excess of the unreimbursed amount of such reductions) shall be
treated as a portion of Available Principal Collections for such Distribution
Date;
(j) an amount equal to the excess, if any, of the Class D
Servicing Fee over the Class D Available Funds for such Distribution Date shall
be paid to the Servicer;
(k) an amount equal to the Class D Monthly Interest plus the
amount of any past due Class D Monthly Interest for such Distribution Date shall
be distributed to the Class D Certificateholders;
(l) an amount equal to the Class D Investor Loss Amount, if
any, for the related Due Period shall be treated as a portion of Available
Principal Collections for such Distribution Date;
(m) an amount equal to the Class D Investor Dilution Amount,
if any, for the related Due Period shall be treated as a portion of Available
Principal Collections for such Distribution Date;
(n) an amount equal to the aggregate amount by which the Class
D Investor Interest has been reduced below the Class D Initial Investor Interest
for reasons other than the payment of principal to the Class D
Certificateholders or the cancellation of Class D Certificates (but not in
excess of the unreimbursed amount of such reductions) shall be treated as a
portion of Available Principal Collections for such Distribution Date;
(o) an amount equal to the aggregate of any other amounts then
due to the Class C Certificateholders or required to be applied pursuant to the
Class C Purchase Agreement out of Excess Spread and Shared Excess Finance Charge
Collections allocated to Series 1999-1 shall be distributed for application in
accordance with the Class C Purchase Agreement; and
(p) the balance, if any, will constitute a portion of Shared
Excess Finance Charge Collections for such Distribution Date and will be
available for allocation to other Series in Group One and, to the extent not
required to be applied as Shared Excess Finance Charge Collections with respect
to any Series in Group One, shall be distributed to the Holder of the
Exchangeable Seller Certificate or any other Person then entitled to such
amounts.
SECTION 4.12. Reallocated Principal Collections. On or before
each Distribution Date, the Servicer shall instruct the Trustee in writing
(which writing shall be substantially in the form of Exhibit B hereto) to apply
Reallocated Principal Collections (applying all Reallocated Class C 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 Class C
Principal Collections and applying Reallocated Class D Principal Collections in
accordance with subsections 4.12(a), (b) and (c) prior to applying any
Reallocated Class C Principal Collections in accordance with subsections 4.12(a)
or (b) for any amounts still owing after the application of Reallocated Class D
Principal Collections) with respect to such Distribution Date, to make the
following distributions on each Distribution Date in the following priority:
33
37
(a) an amount equal to the excess, if any, of (i) the Class A
Required Amount, if any, with respect to such Distribution Date over (ii) the
amount of Excess Spread and Shared Excess Finance Charge Collections allocated
to Series 1999-1 with respect to the related Due Period, shall be applied in
accordance with, and in the priority set forth in, subsections 4.9(a)(i), (ii),
(iii) and (iv);
(b) an amount equal to the excess, if any, of (i) the Class B
Required Amount, if any, with respect to such Distribution Date over (ii) the
amount of Excess Spread and Shared Excess Finance Charge Collections allocated
and available to the Class B Certificates pursuant to subsection 4.11(c) on such
Distribution Date shall be applied first in accordance with, and in the priority
set forth in subsections 4.9(b)(i) and (ii) and then pursuant to and in the
priority set forth in subsection 4.11(c)(II); and
(c) an amount equal to the excess, if any, of (i) the Class C
Required Amount, if any, with respect to such Distribution Date over (ii) the
amount of Excess Spread and Shared Excess Finance Charge Collections allocated
and available to the Class C Investor Interest pursuant to subsections 4.11(e),
4.11(f), 4.11(g) and 4.11(h) on such Distribution Date shall be applied first
pursuant to subsection 4.9(c)(i), and then pursuant to and in the priority set
forth in subsections 4.11(f), 4.11(g) and 4.11(h).
On each Distribution Date, the Class D Investor Interest shall
be reduced by the amount of Reallocated Class D Principal Collections for such
Distribution Date, the Class C Investor Interest shall be reduced by the amount
of Reallocated Class C Principal Collections for such Distribution Date, and the
Class B Investor Interest shall be reduced by the amount of Reallocated Class B
Principal Collections for such Distribution Date.
SECTION 4.13. Seller's or Servicer's Failure to Make a Deposit
or Payment. If the Servicer or the Seller fails to make, or give instructions to
make, any payment or deposit required to be made or given by the Servicer or
Seller, respectively, at the time specified in the Agreement (including
applicable grace periods), the Trustee shall make such payment or deposit from
the applicable account without instruction from the Servicer or Seller. 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 1999-1 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 Seller or the Servicer, as the case may
be.
34
38
SECTION 4.14. Shared Excess Finance Charge Collections.
(a) The balance of any Available Funds on deposit in the
Collection Account after giving effect to subsections 4.11(a) through (o) will
constitute a portion of Shared Excess Finance Charge Collections and will be
available for allocation to other Series in Group One or to the Holder of the
Exchangeable Seller Certificate as described in Section 4.3(g).
(b) Series 1999-1 shall be included in Group One. Subject to
subsection 4.3(g) of the Agreement, Shared Excess Finance Charge Collections
with respect to the Series in Group One for any Distribution Date will be
allocated to Series 1999-1 in an amount equal to the product of (x) the
aggregate amount of Shared Excess Finance Charge Collections with respect to all
Series in Group One for such Distribution Date and (y) a fraction, the numerator
of which is the Finance Charge Shortfall for Series 1999-1 for such Distribution
Date and the denominator of which is the aggregate amount of Finance Charge
Shortfalls for all Series in Group One for such Distribution Date. The "Finance
Charge Shortfall" for Series 1999-1 for any Distribution Date will be equal to
the excess, if any, of (a) the full amount required to be paid, without
duplication, pursuant to subsections 4.11(a) through (o) on such Distribution
Date over (b) the Available Funds for such Distribution Date.
SECTION 4.15. Shared Principal Collections. Subject to
subsection 4.3(f) of the Agreement, Shared Principal Collections for any
Distribution Date will be allocated to Series 1999-1 in an amount equal to the
product of (x) the aggregate amount of Shared Principal Collections with respect
to all Series in Group One that are Principal Sharing Series for such
Distribution Date and (y) a fraction, the numerator of which is the Principal
Shortfall for Series 1999-1 for such Distribution Date and the denominator of
which is the Cumulative Principal Shortfall for such Distribution Date.
SECTION 4.16. Purchase and Cancellation of Certificates. The
Seller may on any Distribution Date, upon five Business Days' prior written
notice to the Trustee, purchase Series 1999-1 Certificates on the secondary
market and request the Trustee to cancel such Series 1999-1 Certificates
purchased by the Seller on such Distribution Date and reduce the Class A, Class
B, Class C and/or Class D Investor Interest, as applicable, by a corresponding
amount; provided that after giving to any cancellation of Class B Certificates,
Class C Certificates and/or Class D Certificates resulting in a reduction of the
Class B, Class C and/or Class D Investor Interest, the Investor Interest of such
Class shall not be lower than (x) ___% of the Series 1999-1 Investor Interest
(calculated after giving effect to such cancellation), in the case of Class B,
(y) ___% of the Series 1999-1 Investor Interest (calculated after giving affect
to such cancellation), in the case of Class C, and (z) ___% of the Series 1999-1
Investor Interest (calculated after giving effect to such cancellations), in the
case of Class D. No Certificateholder shall be required to sell its Certificates
to the Seller pursuant to this Section 4.16.
SECTION 4.17. Determination of LIBOR.
(a) On each LIBOR Determination Date, the Trustee will
determine LIBOR on the basis of the rate for deposits in United States dollars
for a one-month period which appears on Telerate Page 3750 as of 11:00 a.m.,
London time, on such date. If such rate does not
35
39
appear on Telerate Page 3750, the rate for that LIBOR Determination Date will be
determined on the basis of the rates at which deposits in United States dollars
are offered by the Reference Banks at approximately 11:00 a.m., London time, on
that day to prime banks in the London interbank market for a one-month period.
The Trustee will request the principal London office of each of the Reference
Banks to provide a quotation of its rate. If at least two such quotations are
provided, the rate for that LIBOR Determination Date will be the arithmetic mean
of the quotations. If fewer than two quotations are provided as requested, the
rate for that LIBOR Determination Date will be the arithmetic mean of the rates
quoted by major banks in New York City, selected by the Servicer, at
approximately 11:00 a.m., New York City time, on that day for loans in United
States dollars to leading European banks for a one-month period.
(b) The Class A Certificate Rate and the Class B Certificate
Rate applicable to the then current and the immediately preceding Interest
Periods may be obtained by any Series 1999-1 Certificateholder by telephoning
the Trustee at its Corporate Trust Office at (000) 000-0000.
(c) On each LIBOR Determination Date prior to 12:00 noon New
York City time, the Trustee shall send to the Servicer by facsimile,
notification of LIBOR for the following Interest Period.
SECTION 4.18. Interest Rate Cap Agreements.
(a) The Servicer hereby represents that Fashion Service Corp
has obtained and assigned to the Trust (i) the Class A Cap Agreement in favor of
the Trust for the benefit of the Class A Certificateholders and (ii) the Class B
Cap Agreement in favor of the Trust for the benefit of the Class B
Certificateholders, the Class C Certificateholders and the Class D
Certificateholders. The Class A Cap Agreement shall entitle the Trust to receive
monthly the Class A Cap Payment, if any, as set forth in the Class A Cap
Agreement. The Class B Cap Agreement shall entitle the Trust to receive monthly
the Class B Cap Payment, if any, as set forth in the Class B Cap Agreement. Each
Interest Rate Cap Agreement provides that the Trust shall not be required to
make any payment thereunder.
(b) Upon the effectiveness of any Replacement Interest Rate
Cap Agreement, the Interest Rate Cap Agreement being replaced shall terminate
and the applicable Interest Rate Cap Provider shall be released of all future
obligations thereunder, provided that such replaced Interest Rate Cap Provider
shall not be released from any obligations which have previously accrued
thereunder and shall continue to be obligated to perform such obligations.
(c) The Trustee hereby appoints the Servicer to act as
calculation agent under the Interest Rate Cap Agreements and the Servicer
accepts such appointment.
SECTION 4.19. Paired Series. Any other Series in Group One may
be designated (but only with the consent of the Class C Certificateholders) as a
Paired Series for Series 1999-1. Such Paired Series either shall be prefunded
with an initial deposit to a prefunding account in an amount up to the initial
principal balance of such Paired Series and primarily from the sale of such
Paired Series or shall have a variable principal amount. Any
36
40
such prefunding account shall be held for the benefit of such Paired Series and
not for the benefit of the Series 1999-1 Certificateholders. As funds in the
Collection Account are allocated for distribution as Available Principal
Collections during the Early Amortization Period or Controlled Amortization
Period, either (i) in the case of a prefunded Paired Series, an equal amount of
funds in any prefunding account for such Paired Series shall be released and
distributed pursuant to the terms of such Paired Series or (ii) in the case of a
Paired Series having a variable principal amount, an interest in such variable
Paired Series in an equal or lesser amount may be sold by the Trust and the
proceeds thereof will be distributed pursuant to the terms of such Paired
Series, and, in either case, the Series Investor Interest of such Paired Series
will increase by up to a corresponding amount. Upon payment in full of the
Series 1999-1 Certificates and payment of all amounts due to the Class C
Certificateholders, assuming that there have been no unreimbursed Loss Amounts
with respect to any related Paired Series, the aggregate amount of such Paired
Series shall have been increased by an amount up to an aggregate amount equal to
the Series Investor Interest paid to the Series 1999-1 Certificateholders and
the Class C Certificateholders (or such other amount as the holders of such
Paired Series shall agree).
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 Series 1999-1 Certificates:
ARTICLE V.
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS; NOTIFICATION OF CAP PAYMENTS
SECTION 5.1. Distributions.
(a) On each Distribution Date, the Trustee shall distribute
(in accordance with the certificate delivered 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 Section 12.3
respecting a final distribution) such Certificateholder's pro rata share (based
on the aggregate Undivided Trust Interests represented by Class A Certificates
held by such Certificateholder) of amounts on deposit in the Collection Account
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 Distribution Date, the Trustee shall distribute
(in accordance with the certificate delivered 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 Section 12.3
respecting a final distribution) such Certificateholder's pro rata share (based
on the aggregate Undivided Trust Interests represented by Class B Certificates
held by such Certificateholder) of amounts on deposit in the Collection Account
as are payable to the Class B Certificateholders pursuant to Section 4.9 by
check mailed to each Class B Certificateholder (at such Certificateholder's
address as it appears in the Certificate Register),
37
41
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.
(c) On each Distribution Date, the Trustee shall distribute
(in accordance with the Class C Purchase Agreement) to each Class C
Certificateholder of record on the immediately preceding Record Date (other than
as provided in Section 12.3 respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate Undivided Trust
Interests represented by Class C Certificates held by such Certificateholder) of
amounts on deposit in the Collection Account as are payable to the Class C
Certificateholders pursuant to the Class C Purchase Agreement by check mailed to
each Class C Certificateholder (at such Certificateholder's address as it
appears in the Certificate Register) or by wire transfer of immediately
available funds to such account designated in writing by such Certificateholder
to the Trustee not later than the Determination Date preceding such Distribution
Date.
(d) On each Distribution Date, the Trustee shall distribute
(in accordance with the certificate delivered by the Servicer to the Trustee
pursuant to subsection 3.4(b)) to each Class D Certificateholder of record on
the immediately preceding Record Date (other than as provided in Section 12.3
respecting a final distribution) such Certificateholder's pro rata share (based
on the aggregate Undivided Trust Interests represented by Class D Certificates
held by such Certificateholder) of amounts on deposit in the Collection Account
as are payable to the Class D Certificateholders pursuant to Section 4.11 by
check mailed to each Class D Certificateholder (at such Certificateholder's
address as it appears in the Certificate Register) or by wire transfer of
immediately available funds to such account designated in writing by such
Certificateholder to the Trustee not later than the Determination Date preceding
such Distribution Date.
(e) The Trustee shall promptly notify the Seller and the
Servicer if it does not receive a payment under any Interest Rate Cap on the
date on which such payment is due pursuant to the terms of such Interest Rate
Cap.
SECTION 5.2. Monthly Certificateholders' Statement.
(a) On or before each Distribution Date, the Paying Agent
shall forward to each Series 1999-1 Certificateholder, each Rating Agency and
the Class C Certificateholders a statement substantially in the form of Exhibit
C to this Supplement prepared by the Servicer setting forth, among other things,
the following information (which, in the case of subclauses (i) and (ii) below,
shall be stated on the basis of an original principal amount of $1,000 per
Series 1999-1 Certificate and, in the case of subclauses (viii) and (ix) shall
be stated on an aggregate basis and on the basis of an original principal amount
of $1,000 per Series 1999-1 Certificate):
(i) the amount of the current distribution allocable to Class
A Monthly Principal, Class B Monthly Principal, Class C Monthly
Principal and Class D Monthly Principal, respectively;
(ii) the amount of the current distribution allocable to Class
A Monthly Interest, Class A Deficiency Amounts, Class A Additional
Interest, Class B Monthly
38
42
Interest, Class B Deficiency Amounts, Class B Additional Interest,
Class C Monthly Interest, Class C Deficiency Amounts, Class D Monthly
Interest and any accrued and unpaid Class D Monthly Interest,
respectively;
(iii) the amount of Collections of Principal Receivables
processed during the related Due Period and allocated in respect of the
Class A Certificates, the Class B Certificates, the Class C
Certificates and the Class D Certificates, respectively;
(iv) the amount of Collections of Finance Charge Receivables
processed during the related Due Period and allocated in respect of the
Class A Certificates, the Class B Certificates, the Class C
Certificates and the Class D Certificates, respectively;
(v) the aggregate amount of Principal Receivables, the Series
Investor Interest, the Class A Investor Interest, the Class B Investor
Interest, the Class C Investor Interest, the Class D Investor Interest,
the Floating Allocation Percentage, the Class A Floating Allocation,
the Class B Floating Allocation, the Class C Floating Allocation, the
Class D Floating Allocation and the Principal Allocation Percentage,
the Class A Fixed Allocation, the Class B Fixed Allocation, the Class C
Fixed Allocation and the Class D Fixed Allocation with respect to the
Principal Receivables in the Trust as of the end of the day on the
Record Date;
(vi) the aggregate outstanding balance of Accounts which were
30 to 59, 60 to 89, 90 to 119 and 120 or more days delinquent as of the
end of the day on the Record Date;
(vii) the Loss Amount, the Investor Loss Amount, the Class A
Investor Loss Amount, the Class B Investor Loss Amount, the Class C
Investor Loss Amount and the Class D Investor Loss Amount for the
related Due Period;
(viii) the Dilution Amount, the Investor Dilution Amount, the
Class A Investor Dilution Amount, the Class B Investor Dilution Amount,
the Class C Investor Dilution Amount and the Class D Investor Dilution
Amount;
(ix) the aggregate amount of Class A Investor Charge-Offs,
Class B Investor Charge-Offs, Class C Investor Charge-Offs and Class D
Investor Charge-Offs for the related Due Period;
(x) the aggregate amount of Class A Investor Charge-Offs,
Class B Investor Charge-Offs, Class C Investor Charge-Offs and Class D
Investor Charge-Offs reimbursed on the Distribution Date immediately
preceding such Distribution Date;
(xi) the amount of the Class A Servicing Fee, the Class B
Servicing Fee, the Class C Servicing Fee and the Class D Servicing Fee
for the related Due Period;
(xii) the Portfolio Yield and Base Rate for the preceding Due
Period;
39
43
(xiii) the amount of Reallocated Class D Principal Collections,
Reallocated Class C Principal Collections and Reallocated Class B
Principal Collections with respect to such Distribution Date;
(xiv) the Class A Investor Interest, the Class B Investor
Interest, the Class C Investor Interest and the Class D Investor
Interest as of the close of business on such Distribution Date;
(xv) LIBOR on such Distribution Date;
(xvi) the Principal Shortfall and Finance Charge Shortfall;
(xvii) the amount of Class A Available Funds, Class B Available
Funds, Class C Available Funds and Class D Available Funds on deposit
in the Collection Account on the related Distribution Date;
(xviii) the Excess Spread, Shared Excess Finance Charge
Collections, Shared Principal Collections, in each case allocated to
allocated to Series 1999-1, and the amount on deposit in the Excess
Funding Account;
(xix) such other items as are set forth in Exhibit C to this
Supplement.
(b) Annual Certificateholders' Tax Statement. On or before
January 31 of each calendar year, beginning with calendar year 1999, the Trustee
shall distribute to each Person who at any time during the preceding calendar
year was a Series 1999-1 Certificateholder, a statement prepared by the Servicer
containing the information required to be contained in the regular monthly
report to Series 1999-1 Certificateholders, as set forth in subclauses (i) and
(ii) above, aggregated for such calendar year or the applicable portion thereof
during which such Person was a Series 1999-1 Certificateholder, together with
such other customary information (consistent with the treatment of the Class A
Certificates and the Class B Certificates as debt) as the Servicer deems
necessary or desirable to enable the Series 1999-1 Certificateholders to prepare
their tax returns. The Servicer will provide such information to the Trustee as
soon as possible after January 1 of each calendar year. 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 Code as from time to time in effect.
SECTION 9. Series 1999-1 Early Amortization Events. If any one
of the following events shall occur with respect to the Series 1999-1
Certificates:
(a) failure on the part of the Seller or the Originator (i) to
make any payment or deposit required by the terms of (A) the Agreement, (B) this
Supplement or (C) the Purchase Agreement, 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 of its covenants or
agreements set forth in the Agreement, this Supplement (including, without
limitation, the covenant of the Seller contained in Section 11 of this
Supplement) or the Purchase
40
44
Agreement, which failure has a material adverse effect on the Series 1999-1
Certificateholders (which determination shall be made without reference to the
amount of the Class C Investor Interest or the Class D Investor Interest for
such period) 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 Seller by the Trustee, or to the Seller and the
Trustee by the Controlling Certificateholders, and continues to affect
materially and adversely the interests of the Series 1999-1 Certificateholders
for such period (which determination shall be made without reference to the
amount of the Class C Investor Interest or the Class D Investor Interest for
such period);
(b) any representation or warranty made by the Seller or the
Originator in the Agreement, this Supplement or the Purchase Agreement, or any
information contained in a computer file or microfiche or written list required
to be delivered by the Seller pursuant to Section 2.1 or 2.6 or by the
Originator pursuant to Section 1.1 or 2.4(e) of the Purchase Agreement, (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 Seller by the Trustee, or to
the Seller and the Trustee by the Controlling Certificateholders, and (ii) as a
result of which the interests of the Series 1999-1 Certificateholders are
materially and adversely affected (which determination shall be made without
reference to the amount of the Class C Investor Interest or the Class D Investor
Interest) and continue to be materially and adversely affected for such period;
provided, however, that a Series 1999-1 Early Amortization Event pursuant to
this subsection 9(b) shall not be deemed to have occurred hereunder if the
Seller has accepted reassignment of the related Receivable, or all of such
Receivables, if applicable, during such period in accordance with the provisions
of the Agreement;
(c) the average Portfolio Yield for any three consecutive Due
Periods is reduced to a rate which is less than the average Base Rate for such
period;
(d) the Seller shall fail to convey Receivables arising under
Additional Accounts to the Trust, as required by subsection 2.6(a);
(e) any Servicer Default shall occur which would have a
material adverse effect on the Class A or Class B Certificateholders;
(f) the Class A Investor Interest shall not be paid in full on
the Class A Expected Final Payment Date or the Class B Investor Interest shall
not be paid in full on the Class B Expected Final Payment Date;
(g) the failure on the part of an Interest Rate Cap Provider
to make a Class A Cap Payment or a Class B Cap Payment, as applicable, in full
within five calendar days of the date on which such Class A Cap Payment or Class
B Cap Payment was due; or
(h) the failure on the part of the Servicer (and the
applicable Interest Rate Cap Provider pursuant to its obligations under the
related Interest Rate Cap Agreement), within 30
41
45
days of the withdrawal or reduction below A-1 in the unsecured, unguaranteed,
short-term debt rating of an Interest Rate Cap Provider by Standard & Poor's or
a withdrawal of or reduction below P-1 in the unsecured, unguaranteed,
short-term debt rating of an Interest Rate Cap Provider by Xxxxx'x to (i) obtain
a Replacement Interest Rate Cap with a replacement cap provider having terms
substantially the same as the replaced Interest Rate Cap or (ii) enter into any
other arrangement satisfactory to the applicable Rating Agency, such that the
rating of Class A Certificates or Class B Certificates by the applicable Rating
Agency will not be withdrawn or reduced;
then, in the case of any event described in subparagraph (a), (b), (e), (g) or
(h) after the applicable grace period set forth in such subparagraphs, either
the Trustee or the Controlling Certificateholders by notice then given in
writing to the Seller and the Servicer (and to the Trustee if given by the
Certificateholders) may declare that an early amortization event (a "Series
1999-1 Early Amortization Event") has occurred as of the date of such notice,
and in the case of any event described in subparagraphs (c), (d) or (f), a
Series 1999-1 Early Amortization Event shall occur without any notice or other
action on the part of the Trustee or the Series 1999-1 Certificateholders
immediately upon the occurrence of such event.
SECTION 10. Series 1999-1 Termination. The right of the Series
1999-1 Certificateholders to receive payments from the Trust will terminate on
the first Business Day following the Series 1999-1 Termination Date.
SECTION 11. Limitations on Addition of Accounts. The Seller
agrees that it shall not designate any Additional Accounts pursuant to
subsection 2.6(b) unless on or prior to the related Addition Date, the Seller
shall have provided the Class C Certificateholders with an Officer's Certificate
certifying that such designation of such Additional Accounts will not, as of the
related Addition Date, (x) be reasonably expected by the Seller to result in a
reduction or withdrawal by either Rating Agency of its rating for the Series
1999-1 Certificates, (y) cause a Series 1999-1 Early Amortization Event, or (z)
be reasonably expected by the Seller to materially adversely affect in any
manner the timing or amount of payments to the Class C Certificateholders.
SECTION 12. Ratification of Agreement. As supplemented by this
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Supplement shall be read, taken, and
construed as one and the same instrument.
SECTION 13. Counterparts. This 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 14. Governing Law. THIS 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.
42
46
SECTION 15. No Petition.
(a) The Seller, the Servicer and the Trustee, by entering into
this Supplement and each Series 1999-1 Certificateholder, by accepting a Series
1999-1 Certificate, 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 Series 1999-1
Certificates, the Agreement or this Supplement.
(b) The Servicer and the Trustee, by entering into this
Supplement and each Series 1999-1 Certificateholder, by accepting a Series
1999-1 Certificate, hereby covenant and agree that they will not at any time
institute against the Seller, or join in any institution against the Seller of,
any bankruptcy proceedings under any United States Federal or state bankruptcy
or similar law in connection with any obligations relating to the Series 1999-1
Certificates, the Agreement or this Supplement.
SECTION 16. Tax Representation and Covenant. Notwithstanding
Section 6.3 of the Pooling and Servicing Agreement, Seller shall not execute,
and the Transfer Agent and Registrar shall not register the transfer of, (i) any
Class C Certificate, if after giving effect to the execution or transfer of such
Class Certificate, there would be more than 5 Private Holders of Class C
Certificates or (ii) any Class D Certificate, if after giving effect to the
execution or transfer of such Class D Certificate, there would be more than 3
Private Holders of Class D Certificates. For purposes of this Supplement and the
Pooling Agreement, each Holder of a Class C Certificate or a Class D Certificate
shall be a "Private Holder."
SECTION 17. Certain Tax Related and Other Amendments. In
addition to any other provisions relating to amendments in either the Agreement
or this Supplement, this Supplement may be amended by the Seller without the
consent of the Servicer, Trustee or any Series 1999-1 Certificateholder if (a)
the Seller provides the Trustee with (i) an Opinion of Counsel to the effect
that such amendment or modification would reduce the risk the Trust would be
treated as taxable as a publicly traded partnership pursuant to Code section
7704 and (ii) a certificate that such amendment or modification would not
materially and adversely affect any Series 1991-1 Certificateholder or (b) such
amendment is to the Series 1999-1 Supplement and is made to conform the terms of
such Supplement to the terms described in the Prospectus Supplement dated
____________ __, 1999, relating to the offer and sale of the Class A
Certificates and the Class B Certificates; provided, however, that no such
amendment shall be deemed effective without the Trustee's consent, if the
Trustee's rights, duties and obligations hereunder are thereby modified.
43
47
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this Series 1999-1 Supplement to be duly executed by their
respective officers as of the day and year first above written.
CHARMING SHOPPES RECEIVABLES
CORP.,
Seller
By:
----------------------------------------
Name:
Title:
SPIRIT OF AMERICA, INC.
Servicer
By:
----------------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK,
Trustee
By:
----------------------------------------
Name:
Title:
44
48
EXHIBIT A-1
FORM OF CLASS A CERTIFICATE
THIS CERTIFICATE, OR AN INTEREST HEREIN, MAY NOT BE ACQUIRED
BY OR FOR THE ACCOUNT OF ANY EMPLOYEE BENEFIT PLAN WITHIN THE MEANING
OF SECTION 3(3) OF EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), WHETHER OR NOT SUBJECT TO ERISA, OR A PLAN THAT IS
DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986,
INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT (EACH, A "BENEFIT PLAN"), OR
BY OR FOR THE ACCOUNT OF ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE ANY
BENEFIT PLAN ASSETS BY REASON OF A BENEFIT PLAN'S INVESTMENT IN SUCH
ENTITY. BY ACQUIRING THIS CERTIFICATE OR AN INTEREST HEREIN, THE
PURCHASER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT
EITHER (I) IT IS NOT A BENEFIT PLAN, AND THAT ITS ACQUISITION OF THIS
CERTIFICATE OR AN INTEREST HEREIN IS IN COMPLIANCE WITH THE FOREGOING
RESTRICTIONS ON BENEFIT PLAN ASSETS OR (II) IT IS AN INSURANCE COMPANY
PURCHASING THIS CERTIFICATE OR INTEREST HEREIN WITH ASSETS OF ITS
GENERAL ACCOUNT, AND AT THE TIME OF ACQUISITION AND THROUGHOUT THE
PERIOD OF HOLDING, (A) IT MEETS ALL OF THE REQUIREMENTS OF AND IS
ELIGIBLE FOR EXEMPTIVE RELIEF UNDER PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 AND (B) LESS THAN 25% OF THE ASSETS OF SUCH ACCOUNT ARE
BENEFIT PLAN ASSETS
Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to Charming Shoppes Receivables Corp. 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. __ $__________
49
CUSIP No.
[ISIN No. _]
CHARMING SHOPPES MASTER TRUST
FLOATING RATE ASSET BACKED CERTIFICATE, SERIES 1999-1, CLASS A
Each $1,000 minimum denomination represents
a [ ] Undivided Interest in the
Charming Shoppes Master Trust Series 1999-1
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of credit card receivables acquired by Charming Shoppes Receivables
Corp. and other assets and interests constituting the Trust under the Pooling
and Servicing Agreement described below.
(Not an interest in or obligation of,
Charming Shoppes Receivables Corp., Spirit of America National Bank,
Spirit of America, Inc. Charming Shoppes, Inc. or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class A
Certificateholder") is the registered owner of the Undivided Interest in a trust
(the "Trust"), the corpus of which consists of a portfolio of receivables (the
"Receivables") now existing or hereafter created under credit card accounts (the
"Accounts") of Spirit of America National Bank, a national banking association
organized under the laws of the United States, all monies due or to become due
in payment of the Receivables (including all Finance Charge Receivables), the
benefits of the subordination of the Class B Certificates, the Class C
Certificates and Class D Certificates and the other assets and interests
constituting the Trust pursuant to a Second Amended and Restated Pooling and
Servicing Agreement dated as of November 25, 1997, as amended on _________ __,
1999 (as further amended or otherwise modified from time to time, the "Pooling
and Servicing Agreement"), by and among Charming Shoppes Receivables Corp., as
Seller, Spirit of America, Inc., as Servicer, and First Union National Bank, as
Trustee (the "Trustee"). To the extent not defined herein, capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
The Series 1999-1 Certificates are issued in four classes, the
Class A Certificates (of which this certificate is one), 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 Class C Certificates, which are subordinated to the Class A
Certificates and the Class B Certificates in certain rights of payment as
described herein and in the Pooling and Servicing Agreement, and the Class D
Certificates, which are subordinated to the Class A Certificates, the Class B
Certificates and the Class C Certificates in certain rights of payments as
described herein and in the Pooling and Servicing Agreement.
The Seller has structured the Pooling and Servicing Agreement
and the Class A Certificates with the intention that the Class A Certificates
will qualify under applicable tax law as indebtedness, and the Seller, the
Holder of the Exchangeable Seller Certificate, the Servicer and each Class A
Certificateholder (or Certificate Owner with respect to a Class A Certificate (a
A-1-2
50
"Class A Certificate Owner")) by acceptance of its Class A Certificate (or in
the case of a Class A Certificate Owner, by virtue of such Class A Certificate
Owner's acquisition of a beneficial interest therein), agrees to treat and to
take no action inconsistent with the treatment of the Class A Certificates (or
beneficial interest therein) for purposes of federal, state, local and foreign
income or franchise taxes and any other tax imposed on or measured by income, as
indebtedness. Each Class A Certificateholder agrees that it will cause any Class
A Certificate Owner acquiring an interest in a Class A Certificate through it to
comply with the Pooling and Servicing Agreement as to treatment 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.
The Receivables consist of Principal Receivables which arise
from the purchase of goods and services and of Finance Charge Receivables which
arise generally from periodic rate finance charges and other fees and charges,
as more fully specified in the Pooling and Servicing Agreement. The Trust corpus
consists of the Receivables now existing in the Accounts or hereafter created in
the Accounts, all monies due or to become due with respect thereto (including
all Finance Charge Receivables), all proceeds of the Receivables and Recoveries
and Insurance Proceeds relating thereto, and such funds as from time to time are
deposited in the Collection Account. This Certificate is one of a series of
Certificates entitled "Charming Shoppes Master Trust, Floating Rate Asset Backed
Certificates, Series 1999-1, Class A" (the "Class A Certificates"), each of
which represents an Undivided Interest in the Trust, including the right to
receive the Collections and other amounts at the times and in the amounts
specified in the Pooling and Servicing Agreement to be deposited in the
Collection Account or paid to the Class A Certificateholders. The aggregate
interest represented by the Class A Certificates at any time in the Principal
Receivables in the Trust shall not exceed an amount equal to the Class A
Investor Interest at such time. In addition to the Series 1999-1 Certificates,
an Exchangeable Seller Certificate will be reissued to the Seller pursuant to
the Pooling and Servicing Agreement, which will represent an undivided interest
in the Trust. The Exchangeable Seller Certificate will represent the interest in
the Principal Receivables not represented by all of the Series of Investor
Certificates issued by the Trust or Series of Receivables Purchase Interests
sold by the Trust. The Exchangeable Seller Certificate may be exchanged by the
Seller pursuant to the Pooling and Servicing Agreement for a newly issued Series
of Investor Certificates and a reissued Exchangeable Seller Certificate upon the
conditions set forth in the Pooling and Servicing Agreement.
This Class A Certificate does not represent an obligation of,
or an interest in, the Seller, the Originator or the Servicer, and neither the
Class A Certificates nor the Accounts or Receivables are insured or guaranteed
by the Federal Deposit Insurance Corporation or any other governmental agency.
This Class A Certificate is limited in right of payment to certain collections
respecting the Receivables, all as more specifically set forth in the Pooling
and Servicing Agreement.
A-1-3
51
The transfer of this Class A Certificate shall be registered
in the Certificate Register upon surrender of this Class A 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 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.
As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Class A Certificates are exchangeable
for new Class A Certificates evidencing like aggregate Undivided Interests, as
requested by the Class A Certificateholder surrendering such Class A
Certificates. No service charge may be imposed for any such exchange but the
Servicer or Transfer Agent and Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.
The Servicer, the Trustee, the Paying Agent 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.
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-1-4
52
IN WITNESS WHEREOF, Charming Shoppes Receivables Corp. has
caused this Class A Certificate to be duly executed under its official seal.
CHARMING SHOPPES RECEIVABLES CORP.
By:
------------------------------
Authorized Officer
Attested to:
By:
-------------------------
Assistant Secretary
Date: , 1999
-------- --
CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in the
within-mentioned Pooling and Servicing Agreement.
FIRST UNION NATIONAL BANK,
Trustee
By:
------------------------------
Authorized Officer
A-1-5
53
EXHIBIT A-2
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE, OR AN INTEREST HEREIN, MAY NOT BE ACQUIRED
BY OR FOR THE ACCOUNT OF ANY EMPLOYEE BENEFIT PLAN WITHIN THE MEANING
OF SECTION 3(3) OF EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), WHETHER OR NOT SUBJECT TO ERISA, OR A PLAN THAT IS
DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986,
INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT (EACH, A "BENEFIT PLAN"), OR
BY OR FOR THE ACCOUNT OF ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE ANY
BENEFIT PLAN ASSETS BY REASON OF A BENEFIT PLAN'S INVESTMENT IN SUCH
ENTITY. BY ACQUIRING THIS CERTIFICATE OR AN INTEREST HEREIN, THE
PURCHASER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT
EITHER (I) IT IS NOT A BENEFIT PLAN, AND THAT ITS ACQUISITION OF THIS
CERTIFICATE OR AN INTEREST HEREIN IS IN COMPLIANCE WITH THE FOREGOING
RESTRICTIONS ON BENEFIT PLAN ASSETS OR (II) IT IS AN INSURANCE COMPANY
PURCHASING THIS CERTIFICATE OR INTEREST HEREIN WITH ASSETS OF ITS
GENERAL ACCOUNT, AND AT THE TIME OF ACQUISITION AND THROUGHOUT THE
PERIOD OF HOLDING, (A) IT MEETS ALL OF THE REQUIREMENTS OF AND IS
ELIGIBLE FOR EXEMPTIVE RELIEF UNDER PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 AND (B) LESS THAN 25% OF THE ASSETS OF SUCH ACCOUNT ARE
BENEFIT PLAN ASSETS.
Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to Charming Shoppes Receivables Corp. 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. __ $__________
54
CUSIP No.
[ISIN No. __]
CHARMING SHOPPES MASTER TRUST
FLOATING RATE ASSET BACKED CERTIFICATE, SERIES 1999-1, CLASS B
Each $1,000 minimum denomination represents
a [ ] Undivided Interest in the
Charming Shoppes Master Trust Series 1999-1
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of credit card receivables acquired by Charming Shoppes Receivables
Corp. and other assets and interests constituting the Trust under the Pooling
and Servicing Agreement described below.
(Not an interest in or obligation of,
Charming Shoppes Receivables Corp., Spirit of America National Bank,
Spirit of America, Inc. Charming Shoppes, Inc. or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class B
Certificateholder") is the registered owner of the Undivided Interest in a trust
(the "Trust"), the corpus of which consists of a portfolio of receivables (the
"Receivables") now existing or hereafter created under credit card accounts (the
"Accounts") of Spirit of America National Bank, a national banking association
organized under the laws of the United States, all monies due or to become due
in payment of the Receivables (including all Finance Charge Receivables), the
benefits of the subordination of the Class C Certificates and the Class D
Certificate and the other assets and interests constituting the Trust pursuant
to a Second Amended and Restated Pooling and Servicing Agreement dated as of
November 25, 1997, as amended on __________ __, 1999 (as further amended or
otherwise modified from time to time, the "Pooling and Servicing Agreement"), by
and among Charming Shoppes Receivables Corp., as Seller, Spirit of America,
Inc., as Servicer, and First Union National Bank, as Trustee (the "Trustee"). To
the extent not defined herein, capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.
The Series 1999-1 Certificates are issued in four classes, the
Class A Certificates , 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
Class C Certificates, which are subordinated to the Class A Certificates and the
Class B Certificates in certain rights of payment as described herein and in the
Pooling and Servicing Agreement, and the Class D Certificates, which are
subordinated to the Class A Certificates, the Class B Certificates and the Class
C Certificates in certain rights of payments as described herein and in the
Pooling and Servicing Agreement.
The Seller has structured the Pooling and Servicing Agreement
and the Class B Certificates with the intention that the Class B Certificates
will qualify under applicable tax law as indebtedness, and the Seller, the
Holder of the Exchangeable Seller Certificate, the Servicer and each Class B
Certificateholder (or Certificate Owner with respect to a Class B Certificate (a
A-2-2
55
"Class B Certificate Owner")) by acceptance of its Class B Certificate (or in
the case of a Class B Certificate Owner, by virtue of such Class B Certificate
Owner's acquisition of a beneficial interest therein), agrees to treat and to
take no action inconsistent with the treatment of the Class B Certificates (or
beneficial interest therein) for purposes of federal, state, local and foreign
income or franchise taxes and any other tax imposed on or measured by income, as
indebtedness. Each Class B Certificateholder agrees that it will cause any Class
B Certificate Owner acquiring an interest in a Class B Certificate through it to
comply with the Pooling and Servicing Agreement as to treatment 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.
The Receivables consist of Principal Receivables which arise
from the purchase of goods and services and of Finance Charge Receivables which
arise generally from periodic rate finance charges and other fees and charges,
as more fully specified in the Pooling and Servicing Agreement. The Trust corpus
consists of the Receivables now existing in the Accounts or hereafter created in
the Accounts, all monies due or to become due with respect thereto (including
all Finance Charge Receivables), all proceeds of the Receivables and Recoveries
and Insurance Proceeds relating thereto, and such funds as from time to time are
deposited in the Collection Account. This Certificate is one of a series of
Certificates entitled "Charming Shoppes Master Trust, Floating Rate Asset Backed
Certificates, Series 1999-1, Class B" (the "Class B Certificates"), each of
which represents an Undivided Interest in the Trust, including the right to
receive the Collections and other amounts at the times and in the amounts
specified in the Pooling and Servicing Agreement to be deposited in the
Collection Account or paid to the Class B Certificateholders. The aggregate
interest represented by the Class B Certificates at any time in the Principal
Receivables in the Trust shall not exceed an amount equal to the Class B
Investor Interest at such time. In addition to the Series 1999-1 Certificates,
an Exchangeable Seller Certificate will be reissued to the Seller pursuant to
the Pooling and Servicing Agreement, which will represent an undivided interest
in the Trust. The Exchangeable Seller Certificate will represent the interest in
the Principal Receivables not represented by all of the Series of Investor
Certificates issued by the Trust or Series of Receivables Purchase Interests
sold by the Trust. The Exchangeable Seller Certificate may be exchanged by the
Seller pursuant to the Pooling and Servicing Agreement for a newly issued Series
of Investor Certificates and a reissued Exchangeable Seller Certificate upon the
conditions set forth in the Pooling and Servicing Agreement.
This Class B Certificate does not represent an obligation of,
or an interest in, the Seller, the Originator or the Servicer, and neither the
Class B Certificates nor the Accounts or Receivables are insured or guaranteed
by the Federal Deposit Insurance Corporation or any other governmental agency.
This Class B Certificate is limited in right of payment to certain collections
respecting the Receivables, all as more specifically set forth in the Pooling
and Servicing Agreement.
A-2-3
56
The transfer of this Class B Certificate shall be registered
in the Certificate Register upon surrender of this Class B 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 the same aggregate Undivided
Interests will be issued to the designated transferee or transferees.
As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Class B Certificates are exchangeable
for new Class B Certificates evidencing like aggregate Undivided Interests, as
requested by the Class B Certificateholder surrendering such Class B
Certificates. No service charge may be imposed for any such exchange but the
Servicer or Transfer Agent and Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.
The Servicer, the Trustee, the Paying Agent 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.
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-2-4
57
IN WITNESS WHEREOF, Charming Shoppes Receivables Corp. has
caused this Class B Certificate to be duly executed under its official seal.
CHARMING SHOPPES RECEIVABLES CORP.
By:
-------------------------------
Authorized Officer
Attested to:
By:
-------------------------
Assistant Secretary
Date: , 1999
------- --
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates referred to in the
within-mentioned Pooling and Servicing Agreement.
FIRST UNION NATIONAL BANK,
Trustee
By:
-------------------------------
Authorized Officer
A-2-5
58
EXHIBIT A-3
FORM OF CLASS C CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 (THE "1933 ACT"). NEITHER THIS CERTIFICATE NOR ANY PORTION
HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE
REGISTRATION PROVISIONS OF THE 1933 ACT AND ANY APPLICABLE PROVISIONS
OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS
CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE, OR AN INTEREST HEREIN, MAY NOT BE ACQUIRED
BY OR FOR THE ACCOUNT OF ANY EMPLOYEE BENEFIT PLAN WITHIN THE MEANING
OF SECTION 3(3) OF EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), WHETHER OR NOT SUBJECT TO ERISA, OR A PLAN THAT IS
DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986,
INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT (EACH, A "BENEFIT PLAN"), OR
BY OR FOR THE ACCOUNT OF ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE ANY
BENEFIT PLAN ASSETS BY REASON OF A BENEFIT PLAN'S INVESTMENT IN SUCH
ENTITY. BY ACQUIRING THIS CERTIFICATE OR AN INTEREST HEREIN, THE
PURCHASER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT
EITHER (I) IT IS NOT A BENEFIT PLAN, AND THAT ITS ACQUISITION OF THIS
CERTIFICATE OR AN INTEREST HEREIN IS IN COMPLIANCE WITH THE FOREGOING
RESTRICTIONS ON BENEFIT PLAN ASSETS OR (II) IT IS AN INSURANCE COMPANY
PURCHASING THIS CERTIFICATE OR INTEREST HEREIN WITH ASSETS OF ITS
GENERAL ACCOUNT, AND AT THE TIME OF ACQUISITION AND THROUGHOUT THE
PERIOD OF HOLDING, (A) IT MEETS ALL OF THE REQUIREMENTS OF AND IS
ELIGIBLE FOR EXEMPTIVE RELIEF UNDER PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 AND (B) LESS THAN 25% OF THE ASSETS OF SUCH ACCOUNT ARE
BENEFIT PLAN ASSETS.
NEITHER THIS CERTIFICATE, NOR ANY PORTION OF THIS CERTIFICATE,
MAY BE TRANSFERRED (X) IF AFTER GIVING EFFECT TO THE EXECUTION OR
TRANSFER OF SUCH CERTIFICATE, THERE WOULD BE MORE THAN (I) 5 PRIVATE
HOLDERS OF CLASS C CERTIFICATES OR (II) 100 PRIVATE HOLDERS, OR (Y) ON
OR THROUGH (I) AN "ESTABLISHED SECURITIES MARKET" WITHIN THE MEANING OF
SECTION 7704(b)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED,
AND ANY PROPOSED, TEMPORARY OR FINAL TREASURY REGULATION THEREUNDER,
59
INCLUDING, WITHOUT LIMITATION, AN OVER-THE-COUNTER-MARKET OR AN
INTERDEALER QUOTATIONS SYSTEM THAT REGULARLY DISSEMINATES FIRM BUY OR
SELL QUOTATIONS OR (II) "SECONDARY MARKET" OR "SUBSTANTIAL EQUIVALENT
THEREOF" WITHIN THE MEANING OF SECTION 7704(b)(1) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, AND ANY PROPOSED, TEMPORARY OR FINAL
TREASURY REGULATIONS THEREUNDER, 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 FOR ITSELF OR
ON BEHALF OF OTHERS. ANY ATTEMPTED TRANSFER, ASSIGNMENT, CONVEYANCE,
PARTICIPATION OR SUBDIVISION IN CONTRAVENTION OF THE PRECEDING
RESTRICTIONS, AS REASONABLY DETERMINED BY THE SELLER, SHALL BE VOID AB
INITIO AND THE PURPORTED TRANSFEROR, SELLER OR SUBDIVIDER OF SUCH
CERTIFICATE SHALL BE CONSTRUED TO BE TREATED AS THE CERTIFICATEHOLDER
OF ANY SUCH CERTIFICATE FOR ALL PURPOSES OF THE POOLING AND SERVICING
AGREEMENT (DEFINED BELOW).
A-3-2
60
CUSIP No.
CHARMING SHOPPES MASTER TRUST
FLOATING RATE ASSET BACKED CERTIFICATE, SERIES 1999-1, CLASS C
Each $1,000 minimum denomination represents
a [ ] Undivided Interest in the
Charming Shoppes Master Trust Series 1999-1
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of credit card receivables acquired by Charming Shoppes Receivables
Corp. and other assets and interests constituting the Trust under the Pooling
and Servicing Agreement described below.
(Not an interest in or obligation of, Charming Shoppes
Receivables Corp., Spirit of America National Bank, Spirit of America, Inc.
Charming Shoppes, Inc. or any Affiliate thereof.)
This certifies that ______________ (the "Class C
Certificateholder") is the registered owner of the Undivided Interest in a trust
(the "Trust"), the corpus of which consists of a portfolio of receivables (the
"Receivables") now existing or hereafter created under credit card accounts (the
"Accounts") of Spirit of America National Bank, a national banking association
organized under the laws of the United States, all monies due or to become due
in payment of the Receivables (including all Finance Charge Receivables), the
subordination of the Class D Certificate and the other assets and interests
constituting the Trust pursuant to a Second Amended and Restated Pooling and
Servicing Agreement dated as of November 25, 1997, as amended on _________ __
1999 (as further amended or otherwise modified from time to time, the "Pooling
and Servicing Agreement"), by and among Charming Shoppes Receivables Corp., as
Seller, Spirit of America, Inc. as Servicer, and First Union National Bank, as
Trustee (the "Trustee"). To the extent not defined herein, capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
The Series 1999-1 Certificates are issued in four classes, the
Class A Certificates, 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 Class C Certificates (of which this
certificate is one), which are subordinated to the Class A Certificates and the
Class B Certificates in certain rights of payment as described herein and in the
Pooling and Servicing Agreement, and the Class D Certificates, which are
subordinated to the Class A Certificates, the Class B Certificates and the Class
C Certificates in certain rights of payments as described herein and in the
Pooling and Servicing Agreement.
This Class C 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 C
Certificateholder by virtue of the acceptance hereof assents and by which the
Class C Certificateholder is bound.
A-3-3
61
The Receivables consist of Principal Receivables which arise
from the purchase of goods and services and of Finance Charge Receivables which
arise generally from periodic rate finance charges and other fees and charges,
as more fully specified in the Pooling and Servicing Agreement. The Trust corpus
consists of the Receivables now existing in the Accounts or hereafter created in
the Accounts, all monies due or to become due with respect thereto (including
all Finance Charge Receivables), all proceeds of the Receivables and Recoveries
and Insurance Proceeds relating thereto, and such funds as from time to time are
deposited in the Collection Account. This Certificate is one of a series of
Certificates entitled "Charming Shoppes Master Trust, Floating Rate Asset Backed
Certificates, Series 1999-1, Class C" (the "Class C Certificates"), each of
which represents an Undivided Interest in the Trust, including the right to
receive the Collections and other amounts at the times and in the amounts
specified in the Pooling and Servicing Agreement to be deposited in the
Collection Account or paid to the Class C Certificateholders. The aggregate
interest represented by the Class C Certificates at any time in the Principal
Receivables in the Trust shall not exceed an amount equal to the Class C
Investor Interest at such time. In addition to the Series 1999-1 Certificates,
an Exchangeable Seller Certificate will be reissued to the Seller pursuant to
the Pooling and Servicing Agreement, which will represent an undivided interest
in the Trust. The Exchangeable Seller Certificate will represent the interest in
the Principal Receivables not represented by all of the Series of Investor
Certificates issued by the Trust or Series of Receivables Purchase Interests
sold by the Trust. The Exchangeable Seller Certificate may be exchanged by the
Seller pursuant to the Pooling and Servicing Agreement for a newly issued Series
of Investor Certificates and a reissued Exchangeable Seller Certificate upon the
conditions set forth in the Pooling and Servicing Agreement.
This Class C Certificate does not represent an obligation of,
or an interest in, the Seller, the Originator or the Servicer, and neither the
Class C Certificates nor the Accounts or Receivables are insured or guaranteed
by the Federal Deposit Insurance Corporation or any other governmental agency.
This Class C Certificate is limited in right of payment to certain collections
respecting the Receivables, all as more specifically set forth in the Pooling
and Servicing Agreement.
The transfer of this Class C Certificate shall be registered
in the Certificate Register upon surrender of this Class C 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 C Certificateholder or such Class C Certificateholder's
attorney-in-fact duly authorized in writing, and thereupon one or more new Class
C Certificates of authorized denominations and for the same aggregate Undivided
Interests will be issued to the designated transferee or transferees.
As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth and in the Class C Purchase Agreement,
Class C Certificates are exchangeable for new Class C Certificates evidencing
like aggregate Undivided Interests, as requested by the Class C
Certificateholder surrendering such Class C Certificates. No service charge may
be imposed for any such exchange but the Servicer or Transfer Agent and
Registrar
A-3-4
62
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer
Agent and Registrar, and any agent of any of them, may treat the person in whose
name this Class C 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.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Class C
Certificate shall not be entitled to any benefit under the Pooling and Servicing
Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, Charming Shoppes Receivables Corp. has
caused this Class C Certificate to be duly executed under its official seal.
CHARMING SHOPPES RECEIVABLES CORP.
By:
---------------------------------
Authorized Officer
Attested to:
By:
--------------------------
Assistant Secretary
Date: , 1999
------------ --
A-3-5
63
CERTIFICATE OF AUTHENTICATION
This is one of the Class C Certificates referred to in the
within-mentioned Pooling and Servicing Agreement.
FIRST UNION NATIONAL BANK,
Trustee
By:
---------------------------------
Authorized Officer
A-3-6
64
EXHIBIT A-4
FORM OF CLASS D CERTIFICATE
No. __ $__________
CHARMING SHOPPES MASTER TRUST
FLOATING RATE ASSET BACKED CERTIFICATE, SERIES 1999-1,
CLASS D CERTIFICATE
THIS CERTIFICATE WAS ISSUED PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
AND MAY BE SOLD ONLY PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE
UNDER THE ACT OR AN EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
ACT. IN ADDITION, THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN. A COPY OF THE POOLING AND SERVICING AGREEMENT WILL BE
FURNISHED TO THE HOLDER OF THIS CERTIFICATE BY THE TRUSTEE UPON WRITTEN
REQUEST.
THIS CERTIFICATE, OR AN INTEREST HEREIN, MAY NOT BE ACQUIRED
BY OR FOR THE ACCOUNT OF ANY EMPLOYEE BENEFIT PLAN WITHIN THE MEANING
OF SECTION 3(3) OF EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), WHETHER OR NOT SUBJECT TO ERISA, OR A PLAN THAT IS
DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986,
INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT (EACH, A "BENEFIT PLAN"), OR
BY OR FOR THE ACCOUNT OF ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE ANY
BENEFIT PLAN ASSETS BY REASON OF A BENEFIT PLAN'S INVESTMENT IN SUCH
ENTITY. BY ACQUIRING THIS CERTIFICATE OR AN INTEREST HEREIN, THE
PURCHASER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT
EITHER (I) IT IS NOT A BENEFIT PLAN, AND THAT ITS ACQUISITION OF THIS
CERTIFICATE OR AN INTEREST HEREIN IS IN COMPLIANCE WITH THE FOREGOING
RESTRICTIONS ON BENEFIT PLAN ASSETS OR (II) IT IS AN INSURANCE COMPANY
PURCHASING THIS CERTIFICATE OR INTEREST HEREIN WITH ASSETS OF ITS
GENERAL ACCOUNT, AND AT THE TIME OF ACQUISITION AND THROUGHOUT THE
PERIOD OF HOLDING, (A) IT MEETS ALL OF THE REQUIREMENTS OF AND IS
ELIGIBLE FOR EXEMPTIVE RELIEF UNDER PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 AND (B) LESS THAN 25% OF THE ASSETS OF SUCH ACCOUNT ARE
BENEFIT PLAN ASSETS.
NEITHER THIS CERTIFICATE, NOR ANY PORTION OF THIS CERTIFICATE,
MAY BE TRANSFERRED (X) IF AFTER GIVING EFFECT TO THE
65
EXECUTOR OR TRANSFER OF SUCH CERTIFICATE, THERE WOULD BE MORE THAN (I)
3 PRIVATE HOLDERS OF CLASS D CERTIFICATES OR (II) 100 PRIVATE HOLDERS,
OR (Y) ON OR THROUGH (I) AN "ESTABLISHED SECURITIES MARKET" WITHIN THE
MEANING OF SECTION 7704(b)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, AND ANY PROPOSED, TEMPORARY OR FINAL TREASURY REGULATION
THEREUNDER, INCLUDING, WITHOUT LIMITATION, AN OVER-THE-COUNTER-MARKET
OR AN INTERDEALER QUOTATIONS SYSTEM THAT REGULARLY DISSEMINATES FIRM
BUY OR SELL QUOTATIONS OR (II) "SECONDARY MARKET" OR "SUBSTANTIAL
EQUIVALENT THEREOF" WITHIN THE MEANING OF SECTION 7704(b)(1) OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND ANY PROPOSED, TEMPORARY
OR FINAL TREASURY REGULATION THEREUNDER, 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 INTEREST IN THE
TRUST AND STANDS READY TO EFFECT BUY OR SELL TRANSACTIONS AT THE QUOTED
PRICES FOR ITSELF OR ON BEHALF OF OTHERS. ANY ATTEMPTED TRANSFER,
ASSIGNMENT, CONVEYANCE, PARTICIPATION OR SUBDIVISION IN CONTRAVENTION
OF THE PRECEDING RESTRICTIONS, AS REASONABLY DETERMINED BY THE SELLER,
SHALL BE VOID AB INITIO AND THE PURPORTED TRANSFEROR, SELLER, OR
SUBDIVIDER OF SUCH CERTIFICATE SHALL BE CONSTRUED TO BE TREATED AS THE
CERTIFICATEHOLDER OF ANY SUCH CERTIFICATE FOR ALL PURPOSES OF THE
POOLING AND SERVICING AGREEMENT (DEFINED BELOW).
Each $1,000 minimum denomination represents
a [ ] Undivided Interest in the
Charming Shoppes Master Trust Series 1999-1
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of credit card receivables acquired by Charming Shoppes Receivables
Corp. and other assets and interests constituting the Trust under the Pooling
and Servicing Agreement described below.
(Not an interest in or obligation of,
Charming Shoppes Receivables Corp., Spirit of America National Bank, Spirit of
America, Inc. Charming Shoppes, Inc. or any Affiliate thereof.)
This certifies that ____________ (the "Class D
Certificateholder") is the registered owner of the Undivided Interest in a trust
(the "Trust"), the corpus of which consists of a portfolio of credit card
receivables (the "Receivables") now existing or hereafter created under credit
card accounts (the "Accounts") of Spirit of America National Bank, a national
banking association organized under the laws of the United States, all monies
due or to become due in payment of the Receivables (including all Finance Charge
Receivables), and the other assets and interests constituting the Trust pursuant
to a Second Amended and Restated Pooling
A-4-2
66
and Servicing Agreement dated as of November 25, 1997, as amended on _________
__, 1999 (as further amended or otherwise modified from time to time, the
"Pooling and Servicing Agreement"), by and among Charming Shoppes Receivables
Corp., as Seller, Spirit of America, Inc., as Servicer, and First Union National
Bank, as Trustee (the "Trustee"). To the extent not defined herein, capitalized
terms used herein have the meanings assigned in the Pooling and Servicing
Agreement.
The Series 1999-1 Certificates are issued in four classes, the
Class A Certificates, 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 Class C Certificates, which are
subordinated to the Class A Certificates and the Class B Certificates in certain
rights of payment as described herein, and in the Pooling and Servicing
Agreement, and the Class D Certificates (of which this certificate is one),
which are subordinated to the Class A Certificates, the Class B Certificates and
the Class C Certificates in certain rights of payments as described herein, and
in the Pooling and Servicing Agreement.
This Class D 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 D
Certificateholder by virtue of the acceptance hereof assents and by which the
Class D Certificateholder is bound.
The Receivables consist of Principal Receivables which arise
from the purchase of goods and services and of Finance Charge Receivables which
arise generally from periodic rate finance charges and other fees and charges,
as more fully specified in the Pooling and Servicing Agreement. The Trust corpus
consists of the Receivables now existing in the Accounts or hereafter created in
the Accounts, all monies due or to become due with respect thereto (including
all Finance Charge Receivables), all proceeds of the Receivables and Recoveries
and Insurance Proceeds relating thereto, and such funds as from time to time are
deposited in the Collection Account. This Certificate is one of a series of
Certificates entitled "Charming Shoppes Master Trust, Floating Rate Asset Backed
Certificates, Series 1999-1, Class D Certificates" (the "Class D Certificates"),
each of which represents an Undivided Interest in the Trust, including the right
to receive the Collections and other amounts at the times and in the amounts
specified in the Pooling and Servicing Agreement to be deposited in the
Collection Account or paid to the Class D Certificateholders. The aggregate
interest represented by the Class D Certificates at any time in the Principal
Receivables in the Trust shall not exceed an amount equal to the Class D
Investor Interest at such time. In addition to the Series 1999-1 Certificates,
an Exchangeable Seller Certificate will be reissued to the Seller pursuant to
the Pooling and Servicing Agreement, which will represent an undivided interest
in the Trust. The Exchangeable Seller Certificate will represent the interest in
the Principal Receivables not represented by all of the Series of Investor
Certificates issued by the Trust or Series of Receivables Purchase Interests
sold by the Trust. The Exchangeable Seller Certificate may be exchanged by the
Seller pursuant to the Pooling and Servicing Agreement for a newly issued Series
of Investor Certificates and a reissued Exchangeable Seller Certificate upon the
conditions set forth in the Pooling and Servicing Agreement.
A-4-3
67
This Class D Certificate does not represent an obligation of,
or an interest in, the Seller, the Originator or the Servicer, and neither the
Class D Certificates nor the Accounts or Receivables are insured or guaranteed
by the Federal Deposit Insurance Corporation or any other governmental agency.
This Class D Certificate is limited in right of payment to certain collections
respecting the Receivables, all as more specifically set forth in the Pooling
and Servicing Agreement.
The transfer of this Class D Certificate shall be registered
in the Certificate Register upon surrender of this Class D 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 D Certificateholder or such Class D Certificateholder's
attorney-in-fact duly authorized in writing, and thereupon one or more new Class
D Certificates of authorized denominations and for the same aggregate Undivided
Interests will be issued to the designated transferee or transferees.
As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Class D Certificates are exchangeable
for new Class D Certificates evidencing like aggregate Undivided Interests, as
requested by the Class D Certificateholder surrendering such Class D
Certificates. No service charge may be imposed for any such exchange but the
Servicer or Transfer Agent and Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer
Agent and Registrar, and any agent of any of them, may treat the person in whose
name this Class D 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.
A-4-4
68
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Class D
Certificate shall not be entitled to any benefit under the Pooling and Servicing
Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, Charming Shoppes Receivables Corp. has
caused this Class D Certificate to be duly executed under its official seal.
CHARMING SHOPPES RECEIVABLES CORP.
By:
-------------------------------
Authorized Officer
Attested to:
By:
----------------------------
Assistant Secretary
Date: , 1999
------------ --
CERTIFICATE OF AUTHENTICATION
This is one of the Class D Certificates referred to in the
within-mentioned Pooling and Servicing Agreement.
FIRST UNION NATIONAL BANK,
Trustee
By:
-------------------------------------
Authorized Officer
A-4-5
69
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
SPIRIT OF AMERICA, INC.
CHARMING SHOPPES MASTER TRUST
SERIES 1999-1
The undersigned, a duly authorized representative of Spirit of America,
Inc. ("Spirit"), as Servicer pursuant to the Second Amended and Restated Pooling
and Servicing Agreement dated as of November 25, 1997, as amended on ________
__, 1999 (as further amended or otherwise modified from time to time, the
"Pooling and Servicing Agreement") by and among Charming Shoppes Receivables
Corp., as Seller, Spirit and First Union National Bank, as trustee (the
"Trustee"), does hereby certify as follows:
A) Capitalized terms used in this notice have their
respective meanings set forth in the Pooling and Servicing Agreement;
provided, that the "preceding Due Period" shall mean the Due Period
immediately preceding the calendar month in which this notice is
delivered. References herein to certain sections and subsections are
references to the respective sections and subsections of the Pooling
and Servicing Agreement. This notice is delivered pursuant to Section
4.9 of the Pooling and Servicing Agreement.
B) Spirit is the Servicer under the Pooling and
Servicing Agreement.
C) The undersigned is a Servicing Officer.
D) The date of this notice is a Determination Date
under the Pooling and Servicing Agreement.
I. INSTRUCTION TO MAKE A WITHDRAWAL
The Servicer does hereby instruct the Trustee (i) to make withdrawals
from the Collection Account on ______________ __, _____, which date is a
Distribution 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
70
Section 3 of the Series 1999-1 Supplement, as applicable and Section 4.9 of the
Pooling and Servicing Agreement, as applicable:
A) Pursuant to subsection 4.9(a)(i):
(1) Class A Monthly Interest at
the Class A Certificate Rate
on the Class A Investor Interest $________
(2) Class A Deficiency Amount $________
(3) Class A Additional Interest $________
B) Pursuant to subsection 4.9(a)(ii):
(1) Class A Servicing Fee $________
(2) Accrued and unpaid Class A
Servicing Fee $________
C) Pursuant to subsection 4.9(a)(iii):
(1) Class A Investor Loss Amount $________
D) Pursuant to subsection 4.9(a)(iv):
(1) Class A Investor Dilution Amount $________
E) Pursuant to subsection 4.9(a)(v):
(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 Investor Interest $________
(2) Class B Deficiency Amount $________
(3) Class B Additional Interest $________
B-2
71
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) Class C Servicing
Fee $
--------
(2) Accrued and unpaid Class C
Servicing Fee, if applicable $
--------
J) Pursuant to subsection 4.9(c)(ii):
(1) Portion of Excess Spread from
Class C Available Funds to
be allocated and distributed as
provided in Section 4.11 $
--------
K) Pursuant to subsection 4.9(d)(i):
(1) Class D Servicing
Fee $
--------
(2) Accrued and unpaid Class D
Servicing Fee, if applicable $
--------
L) Pursuant to subsection 4.9(d)(ii):
(1) Portion of Excess Spread from
Class D Available Funds to be
allocated and distributed as
provided in Section 4.11 $
--------
Total $
========
B-3
72
M) Pursuant to subsection 4.9(e)(i):
(1) Amount to be applied pursuant
to Class C Purchase Agreement $
--------
N) Pursuant to subsection 4.9(e)(ii):
(1) Amount to be treated as Shared
Excess Principal Collections $
--------
O) Pursuant to subsection 4.9(e)(iii):
(1) Amount to be paid to the Holder
of the Exchangeable Seller's
Certificate $
--------
P) Pursuant to subsection 4.9(f)(i):
(1) Class A Monthly Principal $
--------
Q) Pursuant to subsection 4.9(f)(ii):
(1) Class B Monthly Principal $
--------
R) Pursuant to subsection 4.9(f)(iii):
(1) Class C Monthly Principal to be
applied in accordance with the
Class C Purchase Agreement $
--------
S) Pursuant to subsection 4.9(f)(iv):
(1) Class D Monthly Principal $
--------
T) Pursuant to subsection 4.9(f)(v):
(1) Amount to be applied pursuant
to Class C Purchase Agreement $
--------
U) Pursuant to subsection 4.9(f)(vi):
(1) Amount to be treated as Shared
Excess Principal Collections $
--------
V) Pursuant to subsection 4.9(f)(vii):
B-4
73
(1) Amount to be paid to the Holder
of the Exchangeable Seller's
Certificate $
--------
Total $
========
W) Pursuant to Section 4.14:
(1) Amount of Shared Excess Finance Charge
Collections to be withdrawn from the
Collection Account to be allocated to Series
1999-1 and distributed as provided in
Section 4.11. $
--------
II. INSTRUCTION TO MAKE CERTAIN PAYMENTS
Pursuant to Section 4.9 of the Pooling and Servicing Agreement, the
Servicer does hereby instruct the Trustee to pay in accordance with Section 5.1
from the Collection Account on , , which date is a Distribution
---------- -- ----
Date under the Pooling and Servicing Agreement:
1. Amount to be distributed to
Class A Certificateholders $
---------
2. Amount to be distributed to
Class B Certificateholders $
---------
3. Amount to be distributed to the
Class D Certificateholders $
---------
III. APPLICATION OF EXCESS SPREAD
Pursuant to Section 4.11, the Servicer does hereby instruct the Trustee
to apply the Excess Spread with respect to the related Due Period and to make
the following distributions in the following priority:
B-5
74
A. The amount equal to the Class A
Required Amount, if any, which
will be used to fund the Class A
Required Amount and be applied in
accordance with, and in the priority
set forth in subsection 4.9(a) $
----------------
B. The amount equal to the aggregate
amount of Class A Investor
Charge-Offs which have not been
previously reimbursed (after
giving effect to the allocation
on such Distribution Date of
certain other amounts applied for
that purpose) which will be treated
as a portion of Available Principal
Collections $
----------------
C. The amount equal to the Class B
Required Amount, if any, which
will be used to fund the Class B
Required Amount and be applied
first in accordance with, and in
the priority set forth in, sub-
section 4.9(b) and then in accordance
with, and in the priority set forth in,
subsection 4.11(c)(II) $
----------------
D. The amount equal to the aggregate
amount by which the Class B
Investor Interest has been
reduced below the initial Class B
Series Investor Interest for reasons
other than the payment of
principal to the Class B
Certificateholders (but not in
excess of the unreimbursed amount of
such reductions) which will be
treated as a portion of Available
Principal Collection $
----------------
B-6
75
E. The amount equal to the aggregate
amount of accrued but unpaid
Class C Servicing Fee (after
giving affect to the application
of Class C Available Funds
thereto pursuant to Section 4.9) $
----------------
F. The amount equal to the
Class C Monthly Interest plus
the amount of any past due
Class C Monthly Interest which
will be paid to the Class C
Holder for application
in accordance with the Class C
Purchase Agreement $
----------------
G. The amount equal to the
Class C Investor Loss Amount,
if any, for the prior Due Period
which will be treated as a
portion of Available Principal
Collections $
----------------
H. The amount equal to the Class C
Investor Dilution Amount, if any for
the prior Due Period which will be
treated as a portion of Available
Principal Collections $
----------------
I. The amount equal to the aggregate
amount by which the Class C
Investor Interest has been reduced
below the initial Class C
Investor Interest for reasons other
than the payment of principal to the
Class C Investor Holder (but
not in excess of the unreimbursed
amount of such reductions) which
will be treated as a portion of Available
Principal Collections $
----------------
J. The amount equal to the aggregate
amount of any other amounts then
due to the Class C Certificateholders out of
Excess Spread and Shared Excess
Finance Charge Collections allocated
B-7
76
to Series 1999-1 to be distributed to
the Class C Certificateholders for
application in accordance with the
Class C Purchase Agreement $
----------------
K. The amount equal to the aggregate
amount of accrued but unpaid
Class D Servicing Fees which
will be paid to the Servicer
(after giving effect to the
application of Class D Available
Funds thereto pursuant to Section 4.9) $
----------------
L. The amount equal to the
Class D Monthly Interest plus the
amount of any past due Class D
Monthly Interest which will be paid to
the Class D Certificateholders $
----------------
M. The amount equal to the
Class D Investor Loss
Amount, if any, for the prior
Due Period which will be treated
as a portion of Available
Principal Collections $
----------------
N. The amount equal to the Class D
Investor Dilution Amount, if any
for the prior Due Period which will
be treated as a portion of Available
Principal Collections $
----------------
O. The amount equal to the aggregate
amount by which the Class D
Investor Interest has been
reduced below the initial
Class D Investor Interest
for reasons other than the
payment of principal to the
Class D Certificateholders (but
not in excess of the unreimbursed
amount of such reductions)
which will be treated as a
portion of Available Principal
Collections $
----------------
B-8
77
Q. The balance, if any, after
giving effect to the payments made
pursuant to subparagraphs (A) through
(O) above to be applied
as Shared Excess Finance Charge
Collections for such Distribution Date $
----------------
IV. REALLOCATED PRINCIPAL COLLECTIONS
Pursuant to Section 4.12, the Servicer does hereby instruct the Trustee
to withdraw from the Collection Account and apply Reallocated Principal
Collections pursuant to Section 4.12 with respect to the related Due Period in
the following amounts:
A. Reallocated Class D
Principal Collections $
----------------
B. Reallocated Class C
Principal Collections $
----------------
C. Reallocated Class B
Principal Collections $
----------------
V. 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 Due Periods preceding the current calendar month
A. Subsections 4.9(a)(i) and (b)(i):
(1) The aggregate amount of the
Class A Deficiency Amount $
----------------
(2) The aggregate amount of
Class B Deficiency Amount $
----------------
B. Subsections 4.9(a)(ii) and (b)(ii):
(1) The aggregate amount of all
accrued and unpaid Class A
Servicing Fee $
----------------
(2) The aggregate amount of all
B-9
78
accrued and unpaid Class B
Servicing Fee $
----------------
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 Class C Investor
Charge-Offs $
----------------
(4) The aggregate amount of all
unreimbursed Class D Investor
Charge-Offs $
----------------
IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this day of , .
-- --------- ----
SPIRIT OF AMERICA, INC.
Servicer
By:
-------------------------------
Name:
Title:
B-10
79
EXHIBIT C
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
Series 1999-1
SPIRIT OF AMERICA, INC.
CHARMING SHOPPES MASTER TRUST
Under Section 5.2 of the Series 1999-1 Supplement dated as of
__________ __, 1999 (the "Series 1999-1 Supplement", and together with the
Second Amended and Restated Pooling and Servicing Agreement dated as of November
25, 1997, as amended or otherwise modified from time to time, the "Pooling and
Servicing Agreement") by and among Charming Shoppes Receivables Corp., as
Seller, Spirit of America, Inc., (Spirit"), as Servicer, and First Union
National Bank, as Trustee, Spirit, as Servicer, is required to prepare certain
information each month regarding current distributions to Series 1999-1
Certificateholders and the performance of the Charming Shoppes Master Trust (the
"Trust") during the previous month. 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 month of _________, ______ is
set forth below. Certain of the information is presented on the basis of an
original principal amount of $1,000 per Series 1999-1 Certificate (a
"Certificate"). Certain other information is presented based on the aggregate
amounts for the Trust as a whole. Capitalized terms used in this Statement have
their respective meanings set forth in the Pooling and Servicing Agreement.
A. Information Regarding the Current Monthly Distribution (Stated on the
Basis of $1,000 Original Certificate Principal Amount)
1. The amount of the current monthly
distribution in respect of Class A
Monthly Principal............................. $________
2. The amount of the current monthly
distribution in respect of Class B
Monthly Principal............................. $________
3. The amount of the current monthly
distribution in respect of
Class C Monthly Principal..................... $________
80
4. The amount of the current monthly
distribution in respect of
Class D Monthly
Principal....................................... $________
5. The amount of the current monthly
distribution in respect of Class A
Monthly Interest................................ $________
6. The amount of the current monthly
distribution in respect of Class A
Deficiency Amounts.............................. $________
7. The amount of the current monthly
distribution in respect of Class A
Additional Interest............................. $________
8. The amount of the current monthly
distribution in respect of Class B
Monthly Interest................................ $________
9. The amount of the current monthly
distribution in respect of Class B
Deficiency Amounts.............................. $________
10. The amount of the current monthly
distribution in respect of Class B
Additional Interest............................. $________
11. The amount of the current monthly
distribution in respect of
Class C Monthly Interest........................ $________
12. The amount of the current monthly
distribution in respect of any
accrued and unpaid Class C
Deficiency Amounts.............................. $________
13. The amount of the current monthly
distribution in respect of
Class D Monthly Interest........................ $________
C-2
81
B. Information Regarding the Performance of the Trust
1. Collection of Principal Receivables
(a) The aggregate amount of
Collections of Principal
Receivables processed during
the related Due Period
which were allocated in respect
of the Class A Certificates............. $________
(b) The aggregate amount of
Collections of Principal
Receivables processed
during the related Due Period
which were allocated in
respect of the Class B Certificates..... $________
(c) The aggregate amount of
Collections of Principal
Receivables processed during
the related Due Period
which were allocated in
respect of the Class C Certificates...... $________
(d) The aggregate amount of
Collections of Principal
Receivables during the related
Due Period which were
allocated in respect
of the Class D Certificates.............. $________
2. Principal Receivables in the Trust
(a) The aggregate amount of Principal
Receivables in the Trust as of
the end of the day on the last
day of the preceding Due
Period.................................. $________
C-3
82
(b) The Excess Funding Amount
(the aggregate amount on
deposit in the Excess Funding
Account) as of the end
of the day on the last day of the
preceding Due Period..................... $________
(c) The Series Investor Interest as of
the last day of the preceding
Due Period............................... $________
(d) The Floating Allocation
Percentage with respect
to the related Due
Period................................... ______%
(e) The Class A Floating
Allocation with respect
to the related Due
Period.................................... ______%
(f) The Class B Floating
Allocation with respect
to the related Due
Period.................................... ______%
(g) The Class C Floating
Allocation with respect to
the related Due
Period.................................... ______%
(h) The Class D Floating
Allocation with respect
to the related Due Period................. ______%
(i) The Principal Allocation
Percentage with respect to
the related Due Period.................... ______%
(j) The Class A Fixed Allocation
with respect to the related
Due Period................................ ______%
(k) The Class B Fixed Allocation
with respect to the related
Due Period................................ ______%
C-4
83
(l) The Class C Fixed
Allocation with respect
to the related Due
Period.................................... ______%
(m) The Class D Fixed
Allocation with respect
to the related Due Period................. ______%
3. Delinquent Balances
The aggregate amount of outstanding balances in the Accounts
which were delinquent as of the day on the last day of the
preceding Due Period:
Aggregate
Account
Balance
(a) 30-59 days ........................ $_______
(b) 60-89 days ........................ $_______
(c) 90-119 days ........................ $_______
(d) 120 or more days ........................ $_______
Total: $_______
4. Investor Loss Amount
(a) The Investor Loss
Amount for the related
Due Period................................. $_________
(b) The Class A Investor
Loss Amount for the
related Due Period......................... $_________
(c) The Class B Investor
Loss Amount for the
related Due Period......................... $_________
(d) The Class C Investor Loss
Amount for the related
Due Period................................. $________
(e) The Class D Investor
Loss Amount for the related
Due Period................................. $_________
C-5
84
5. Series 1999-1 Dilution Amount
(a) The Series 1999-1 Dilution Amount
for the related Due Period................ $
----------
(b) The Class A Investor
Dilution Amount for the
related Due Period........................ $
----------
(c) The Class B Investor
Dilution Amount for the
related Due Period........................ $
----------
(d) The Class C Investor Dilution
Amount for the related
Due Period................................ $
----------
(e) The Class D Investor
Dilution Amount for the related
Due Period................................ $
----------
(f) The Series Unfunded Dilution
Amount for the related
Due Period................................ $
----------
6. Investor Charge Offs
(a) The aggregate amount of
Class A Investor Charge
Offs for the related
Due Period................................ $
----------
(b) The aggregate amount of Class A
Investor Charge Offs
set forth in 6(a) above
per $1,000 of original
certificate principal amount.............. $
----------
(c) The aggregate amount of
Class B Investor Charge
Offs for the related
Due Period................................ $
----------
(d) The aggregate amount of Class B
Investor Charge
C-6
85
Offs set forth in 6(c) above per
$1,000 of original certificate principal
amount.................................... $
----------
(e) The aggregate amount of Class C
Investor Charge Offs
for the related Due Period................ $
----------
(f) The aggregate amount of Class C
Investor Charge Offs
set forth in 6(e) above per
$1,000 of original
certificate principal amount.............. $
----------
(g) The aggregate amount of
Class D Investor
Charge Offs for the
related Due Period........................ $
----------
(h) The aggregate amount of Class D
Investor Charge Offs
set forth in 6(g) above per
$1,000 of original certificate
principal amount.......................... $
----------
(i) The aggregate amount of Class A
Investor Charge Offs
reimbursed on this
Distribution Date......................... $
----------
(j) The aggregate amount of Class A
Investor Charge Offs set forth in 6(i)
above per $1,000 original
certificate principal
amount reimbursed on this
Distribution Date......................... $
----------
(k) The aggregate amount of Class B
Investor Charge Offs
reimbursed on this
Distribution Date......................... $
----------
C-7
86
(l) The aggregate amount of Class B
Investor Charge Offs
set forth in 6(k) above per
$1,000 original certificate principal
amount reimbursed on this Distribution
Date...................................... $
----------
(m) The aggregate amount of Class C
Investor Charge Offs reimbursed
on this Distribution Date................. $
----------
(n) The aggregate amount of Class C
Investor Charge Offs set forth in
6(m) above per $1,000 original
certificate principal amount reimbursed
on this Distribution Date................. $
----------
(o) The aggregate amount of
Class D Investor Charge
Offs reimbursed on
this Distribution Date.................... $
----------
(p) The aggregate amount of Class D
Investor Charge Offs set forth in
6(o) above per $1,000 original
certificate principal amount reimbursed
on this Distribution Date................. $
----------
7. Series 1999-1 Investor Monthly Servicing Fee
(a) The amount of the Class A
Servicing Fee payable by the
Trust to the Servicer for the
related Due Period........................ $
----------
(b) The amount of the Class B
Servicing Fee payable by the
Trust to the Servicer for the
related Due Period........................ $
----------
C-8
87
(c) The amount of the Class C Servicing
Fee payable by the Trust to the
Servicer for the
related Due Period......................... $
----------
(d) The amount of the Class D Servicing
Fee payable by the Trust to the
Servicer for the related Due Period........ $
----------
8. Reallocations
(a) The amount of Reallocated
Class D Principal
Collections with respect to
this Distribution Date.................... $
----------
(b) The amount of Reallocated
Class C Principal
Collections with respect to
this Distribution Date.................... $
----------
(c) The amount of Reallocated
Class B Principal Collections
with respect to this
Distribution Date......................... $
----------
(d) The Class D Investor Interest as of
the close of business on this
Distribution Date......................... $
----------
(e) The Class C Investor Interest
as of the close of business on
this Distribution Date.................... $
----------
(f) The Class B Investor Interest
as of the close of business on
this Distribution Date.................... $
----------
(g) The Class A Investor Interest
as of the close of business on
this Distribution Date.................... $
----------
C-9
88
9. Collection of Finance Charge Receivables
(a) The aggregate amount of
Collections of Finance Charge
Receivables received during
the related Due Period
which were allocated in respect
of Class A Certificates.................. $
----------
(b) The aggregate amount of
Collections of Finance Charge
Receivables received during the
related Due Period
which were allocated in respect
of the Class B Certificates.............. $
----------
(c) The aggregate amount of Collections
of Finance Charge Receivables
received during the related Due Period
which were allocated in respect
of the Class C Certificates.............. $
----------
(d) The aggregate amount of Collections
of Finance Charge Receivables
received during the related Due Period
which were allocated in respect
of the Class D Certificates.............. $
----------
10. Available Funds
(a) The amount of Class A
Available Funds on deposit
in the Collection Account
on this Distribution Date................. $
----------
(b) The amount of Class B
Available Funds on deposit
in the Collection Account
on this Distribution Date................. $
----------
C-10
89
(c) The amount of Class C Available Funds
on deposit in the Collection
Account on this Distribution Date........... $
----------
(d) The amount of Class D Available
Funds on deposit in the Collection
Account on this Distribution Date......... $
----------
11. Portfolio Yield
The Portfolio Yield for the
related Due Period.............................. %
----------
12. Shared Principal Collections
(a) The Cumulative Principal
Shortfall with respect to such
Distribution Date......................... $
----------
(b) The Shared Principal
Collections allocable to
the Certificates on such
Distribution Date......................... $
----------
13. Shared Excess Finance Charge Collections
(a) The Finance Charge Shortfall
with respect to such
Distribution Date.......................... $
----------
(b) The Shared Excess Finance
Charge Collections allocable
to the Certificates on such
Distribution Date.......................... $
----------
C. Floating-Rate Determinations
1. LIBOR for the Interest
Period ending on this
Distribution Date................................ %
----------
C-11
90
SPIRIT OF AMERICA, INC.
Servicer
By:
-----------------------
Name:
Title:
C-12
91
EXHIBIT D-1
CLASS A INTEREST RATE CAP AGREEMENT
D-1-1
92
EXHIBIT D-2
CLASS B INTEREST RATE CAP AGREEMENT
D-2-1
