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Exhibit 4.7
FIRST CONSUMERS NATIONAL BANK,
Seller and Servicer,
and
THE BANK OF NEW YORK,
Trustee
on behalf of the Collateral Certificateholder
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COLLATERAL SERIES SUPPLEMENT
Dated as of ________, 2001
to
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of February 1, 1999
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FIRST CONSUMERS MASTER TRUST
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TABLE OF CONTENTS
Page
SECTION 1. Designation.................................................... 1
SECTION 2. Definitions.................................................... 2
SECTION 3. Reassignment and Transfer Terms................................ 3
SECTION 4. Delivery and Payment for the Collateral Certificates........... 3
SECTION 5. Form of Delivery of Collateral Certificates.................... 3
SECTION 6. Article IV of Agreement........................................ 4
SECTION 7. Series Pay Out Events and Events of Default; Servicer Defaults. 4
SECTION 9. Successors and Assigns......................................... 5
SECTION 10. Modification to and Ratification of Agreement.................. 5
SECTION 11. Counterparts................................................... 5
SECTION 12. Governing Law.................................................. 5
EXHIBITS
Exhibit A Form of Collateral Certificate
COLLATERAL SERIES SUPPLEMENT dated as of __________, 2001 (this
"Series Supplement"), among First Consumers National Bank, a national banking
association, as Seller and Servicer, and The Bank of New York (as successor-in-
interest to the corporate trust administration of Xxxxxx Trust and Savings
Bank), as Trustee under the Amended and Restated Pooling and Servicing Agreement
dated as of February 1, 1999 among Seller, the Servicer and the Trustee (the
"Agreement").
Section 6.12 of the Agreement provides, among other things, that
Seller 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
Seller to the Trustee for execution and authentication of one or more Series of
Investor Certificates.
Pursuant to this Series Supplement, Seller shall create a new Series
of Investor Certificates and shall specify the Principal Terms thereof and add
and amend certain provisions of the Agreement.
SECTION 1. Designation. There is hereby created a Series of Investor
Certificates to be issued pursuant to the Agreement and this Series Supplement
to be known as the "Collateral Certificates". The Collateral Certificates will
be transferred by the Seller to First Consumers Credit Card Master Note Trust
(the "Note Trust") pursuant to a Transfer and Servicing Agreement dated as of
____________, 2001 among the Seller, the Servicer and First Consumers Credit
Card Master Note Trust. The Note Trust will pledge the Collateral Certificates
as collateral for one or more series of notes (each, a "Note Series") to be
issued by the Note Trust pursuant to a Master Indenture dated as of
____________, 2001 between First Consumers Credit Card Master Note Trust, and
The Bank of New York, as indenture trustee, and one or more supplements to the
Master Indenture (each, an "Indenture Supplement" and, together with the Master
Indenture referred to above, the "Indenture"). The portions of the Collateral
Certificates primarily securing each Note Series shall be treated as separate
Series (each, a "Collateral Series") under the Agreement and this Series
Supplement. Certain terms pertaining to each Collateral Series will be defined
in the applicable Indenture Supplements (but are hereby incorporated by
reference into this Series Supplement). Unless and until the Trust has been
terminated as permitted by Section 3(b) of this Series Supplement: (a) each
Indenture Supplement executed and delivered by the Note Trust shall be deemed to
supplement this Series Supplement; (b) a new Collateral Series shall be deemed
to be issued upon the issuance of each Note Series and shall have the same
designation (e.g., Series 2000-A) as the related Note Series; (c) the amounts
payable as interest and principal on such Collateral Series shall equal the
aggregate of the amounts payable on the related Note Series and shall be payable
at the times and in the amounts specified for such Note Series, (d) all amounts
available and applied as credit enhancement with respect to such Note Series
shall be deemed to be available and applied as credit enhancement with respect
to such Collateral Series; (e) all amounts payable to the Seller pursuant to the
related Indenture Supplement shall be deemed to be payable to the Seller
pursuant to this Series Supplement; and (f) the conditions defined in Section
6.12 of the Agreement for issuance of new Series must be satisfied in connection
with each issuance of a Note Series.
SECTION 2. Definitions. If any term or provision contained herein
shall conflict with or be inconsistent with any provision contained in the
Agreement, the terms and provisions of this Series Supplement shall govern. All
Article, Section or subsection references herein shall mean Article, Section or
subsections of the Agreement, as amended or supplemented by this Series
Supplement, except as otherwise provided herein. All capitalized terms not
otherwise defined herein are used herein as defined in the Agreement. Each
capitalized term defined herein shall relate only to the Collateral Certificates
and no other Series of Certificates issued by the Trust.
"Base Rate" is defined for each Collateral Series in the related Indenture
Supplement.
"Certificate" means a Collateral Certificate.
"Certificateholder" means the holder of record of any Certificate.
"Certificate Rate" means, for any Collateral Series, the average of the
interest rates applicable to the notes in the related Note Series, weighted by
the outstanding principal amount of the applicable classes of notes.
"Closing Date" means, for any Collateral Series, the "Closing Date" for the
related Note Series, as defined in the related Indenture Supplement.
"Collateral Certificates" is defined in Section 1 of this Series
Supplement.
"Collateral Series" is defined in Section 1 of this Series Supplement.
"Enhancement Provider" if applicable to any Collateral Series will be the
"Enhancement Provider" defined in the related Indenture Supplement.
"Finance Charge Shortfall" means, for any Collateral Series, the Finance
Charge Shortfall for the related Note Series, as defined in the related
Indenture Supplement.
"Indenture" is defined in Section 1 of this Series Supplement.
"Indenture Supplement" is defined in Section 1 of this Series Supplement.
"Initial Investor Amount" means, for any Collateral Series, the "Initial
Collateral Amount" of the related Note Series, as defined in the related
Indenture Supplement.
"Investor Amount" means, for any Collateral Series, the "Collateral Amount"
of the related Note Series, as defined in the related Indenture Supplement.
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"Minimum Seller Percentage" is defined for each Collateral Series in the
related Indenture Supplement.
"Note Series" is defined in Section 1 of this Series Supplement.
"Note Trust" is defined in Section 1 of this Series Supplement.
"Principal Shortfall" means, for any Collateral Series, the Principal
Shortfall for the related Note Series, as defined in the related Indenture
Supplement.
"Rating Agency" means, for any Collateral Series, the rating agencies for
the related Note Series, as defined in the related Indenture Supplement.
"Series Accounts" means, for any Collateral Series, any bank accounts
established for the benefit of the related Note Series, as defined in the
related Indenture Supplement.
"Series Servicing Fee Percentage" is defined for each Collateral Series in
the related Indenture Supplement.
"Series Termination Date" means, for any Collateral Series, the final
maturity date for the related Note Series defined in the related Indenture
Supplement.
SECTION 3. Reassignment and Transfer Terms.
(a) If the Servicer purchases, redeems or prepays any Note Series
pursuant to a clean-up call under the related Indenture Supplement, then the
related Collateral Series shall be deemed to have been retired.
(b) Once each Series of Certificates issued under the Agreement has
been retired, other than the Collateral Series and any other Series the
requisite holders of which have consented to the following transactions, the
holder of the Exchangeable Seller Certificate shall have the option to transfer
the Exchangeable Seller Certificate to the Note Trust, upon which transfer the
Trust shall terminate, and all of the Trust Assets shall be distributed to the
Note Trust, as holder of all of the beneficial interests in the Trust.
SECTION 4. Delivery and Payment for the Collateral Certificates.
The Trustee shall deliver the Collateral Certificates when authenticated in
accordance with Section 6.2.
SECTION 5. Form of Delivery of Collateral Certificates.
(a) The Collateral Certificates shall be delivered as Definitive
Certificates.
(b) For purposes of voting with respect to any consent or other matter
under the Agreement or this Series Supplement, each class of notes included in
any Note Series shall
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be deemed to be a Class of Certificates in the related Collateral Series, and
the provisions for voting by beneficial owners of such notes specified in the
Indenture shall apply mutatis mutandis to voting under the Agreement and this
Series Supplement.
SECTION 6. Article IV of Agreement. (a) Sections 4.1, 4.2 and 4.3 of
the Agreement shall read in their entirety as provided in the Agreement. The
remainder of Article IV of the Agreement shall read in its entirety as follows
and shall be applicable only to the Collateral Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.1A Rights of Investor Certificateholders. The Collateral
Certificates shall represent Undivided Interests in the Trust, consisting of the
right to receive (a) the related Investor Percentage (as defined in the related
Indenture Supplement) of Collections, (b) funds on deposit in the Collection
Account and the Excess Funding Account allocable to the Collateral Certificates
and (c) Shared Principal Collections allocated to the Collateral Certificates in
accordance with subsection 4.3(g). Unless otherwise specified in the related
Indenture Supplement, each Collateral Series shall consist of a single Class and
shall not be senior or subordinated to any other Series. The Exchangeable Seller
Certificate shall represent the ownership interest in the Trust Assets not
allocated to the Collateral Certificates or any other Series outstanding;
provided, however, the ownership interest represented by the Exchangeable Seller
Certificate and any other Series outstanding shall not represent any interest in
the Collection Account or any other Series Account, except as specifically
provided in this Article IV.
Section 4.4 Allocations. The Servicer shall, prior to the close of business
on the day any Collections are deposited in the Collection Account, allocate
from the Collection Account to the Collateral Series related to each Note Series
the amounts specified in the related Indenture Supplement, which shall be
deposited or otherwise applied as provided in such Indenture Supplement.
SECTION 7. Series Pay Out Events and Events of Default; Servicer
Defaults. The Series Pay Out Events applicable to each Collateral Series shall
be the Series Pay Out Events specified in the related Indenture Supplement, as
well as the Trust Pay Out Events specified in the Indenture. In addition, each
Note Series will have the benefit of applicable "Events of Default," as defined
in the Indenture. Upon the occurrence of an applicable Event of Default, the
Indenture Trustee shall have the right to foreclose upon a portion of the
Receivables, as defined (and subject to the limitations stated) in the Indenture
notwithstanding the continuing existence of the Trust. In addition, each
Servicer Default specified in the Master Indenture shall be an additional
Servicer Default for purposes of each Collateral Series.
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SECTION 9. Successors and Assigns. This Series Supplement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
SECTION 10. Modification to and Ratification of Agreement. For
purposes of this Supplement and each Collateral Series:
(a) the following new clause (d) is added at the end of Section 2.7(b)(iii)
of the Agreement:
"and (d) Accounts (or administratively convenient groups of Accounts, such
as billing cycles) were chosen for removal randomly or otherwise not on a
basis intended to select particular accounts or groups of accounts for any
reason other than administrative convenience;"
(b) notwithstanding anything to the contrary in Section 3.2 of the
Agreement, the servicing fee payable with respect to each Note Series and the
related Collateral Series shall be solely as set forth in the related Indenture
Supplement;
(c) Section 2.6(a) shall be deemed to read as follows:
"(a) If either (i) on any Record Date, the Aggregate Principal Balance
is less than the Minimum Aggregate Principal Balance, or (ii) on
any day the Aggregate Principal Balance is less than the greater
of (A) the sum of the Aggregate Investor Amount, plus the Minimum
Seller Amount, in each case as of such date and (B) the sum of
the Initial Investor Amounts of all Series outstanding on such
date, either Seller or Servicer (whichever shall first become
aware of the same) promptly shall give the Trustee written notice
thereof, and as soon as practicable (but in no event later than
10 days thereafter) Seller shall designate additional Eligible
Accounts ("Additional Accounts") to be included as Accounts and
shall transfer the Receivables in such Additional Accounts to the
Trust, in a sufficient amount so that (x) in the case of clause
(i) above, the Aggregate Principal Balance on such Record Date
would have, if the Receivables from such Additional Accounts had
been transferred to the Trust on or prior to such Record Date, at
least equalled the Minimum Aggregate Principal Balance and (y) in
the case of clause (ii) above, Aggregate Principal Balance on
such day would have, if the Receivables from such Additional
Accounts had been transferred to the Trust on or prior to such
day, at least equalled the greater of the amounts described in
clauses (ii)(A) and (ii)(B) above. If Seller fails to transfer
Receivables as required by the preceding sentence, then the
Trustee shall give Seller immediate notice thereof;" and
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(d) the second paragraph in Section 4.3(g) shall be deemed to read as
follows:
"In the event that the exclusion of the amount of a Credit
Adjustment from the calculation of the Seller Amount would cause the
Seller Amount to be less than the Minimum Seller Amount, Seller shall
make a deposit, no later than the Business Day following the Date of
Processing of such Credit Adjustment, in the Excess Funding Account in
immediately available funds, in an amount equal to the amount by which
the Minimum Seller Amount exceeds the Seller Amount, after giving
effect to such exclusion."
In addition, to the extent that the terms of this Series Supplement
(directly or as supplemented by any Indenture Supplement) are deemed to be
inconsistent with the terms of the Agreement, this Series Supplement shall be
deemed to modify or amend the terms of the Agreement solely as applied to each
Collateral Series affected by any such inconsistency, as permitted by Section
6.12(c) of the Agreement. Otherwise, as supplemented by this Series Supplement
(and the various Indenture Supplements executed form time to time), the
Agreement is in all respects ratified and confirmed and the Agreement as so
amended and supplemented by this Series Supplement shall be read, taken and
construed as one and the same instrument.
SECTION 11. Counterparts. This Series Supplement may be executed in
any number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and the
same instrument.
SECTION 12. Governing Law. This Series Supplement shall be construed
in accordance with the laws of the State of Illinois, 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.
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IN WITNESS WHEREOF, the parties have caused this Collateral Series
Supplement to be duly executed by their respective officers as of the day and
year first above written.
FIRST CONSUMERS NATIONAL BANK,
as Seller and Servicer
By:
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Title:
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THE BANK OF NEW YORK
(successor-in-interest to the corporate trust
administration of Xxxxxx Trust and
Savings Bank), as Trustee
By:
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Title:
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EXHIBIT A
to
COLLATERAL SERIES SUPPLEMENT
FORM OF COLLATERAL CERTIFICATE
No. $
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FIRST CONSUMERS MASTER TRUST
COLLATERAL CERTIFICATE
Evidencing an undivided interest in a trust originated by First Consumers
National Bank ("FCNB"), the corpus of which consists of a portfolio of
receivables created under charge accounts originated by FCNB and other assets
and interests constituting the trust under the Pooling and Servicing Agreement
described below.
(Not an interest in or obligation of FCNB)
This certifies that FIRST CONSUMERS CREDIT CARD MASTER NOTE TRUST (the
"Certificateholder") is the registered owner of an undivided interest in a trust
(the "Trust"), the corpus of which consists of a portfolio of receivables (the
"Receivables") now existing or hereafter created under selected charge accounts
originated by FCNB and transferred to the Trust, all monies due or to become due
with respect thereto and the other assets and interests constituting the Trust
pursuant to an Amended and Restated Pooling and Servicing Agreement, dated as of
February 1, 1999, as amended and supplemented, including by the Collateral
Series Supplement, dated as of [_________], 2001 (collectively, the "Pooling and
Servicing Agreement"), among FCNB and The Bank of New York (as successor-in-
interest to the corporate trust administration of Xxxxxx Trust and Savings
Bank), as trustee.
THIS COLLATERAL CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN
INTEREST IN, FCNB, AND NONE OF THIS CERTIFICATE, THE RECEIVABLES AND THE
ACCOUNTS IS INSURED OR GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY.
THIS COLLATERAL 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.
To the extent not defined herein, capitalized terms used herein have
the meanings assigned in the Pooling and Servicing Agreement. This Collateral
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 Certificateholder by
virtue of its acceptance hereof assents and by which the Certificateholder is
bound.
This Certificate is one of a series of Certificates entitled "First
Consumers Master Trust Collateral Certificates" (the "Collateral Certificates"),
which represents an undivided interest in the Trust.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual or facsimile signature of a duly
authorized signatory, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose.
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IN WITNESS WHEREOF, the Trustee has caused this Collateral Certificate
to be duly executed under its official seal.
THE BANK OF NEW YORK,
(successor-in-interest to the corporate trust
administration of Xxxxxx Trust and Savings
Bank), as Trustee
By:
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Vice President
[Seal]
Attested to:
By:
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Assistant Secretary
Date:
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Trustee's Certificate of Authentication
This is one of the Collateral Certificates referred to in the within-
mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
(successor-in-interest to the corporate trust
administration of Xxxxxx Trust and Savings
Bank), as Trustee
By:
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Authorized Officer
