Exhibit 99.1
PERFORMANCE GUARANTY AGREEMENT
This Performance Guaranty Agreement (the "Agreement") is executed as of
this __ day of February, 1998 by Commercial Credit Company (the "Company") in
favor of The Bank of New York, in its capacity as Trustee (the "Trustee") under
the Pooling and Servicing Agreement dated as of February 1, 1998 (the "Pooling
and Servicing Agreement") among CC Credit Card Corporation, as transferor (the
"Transferor"), Travelers Bank & Trust, fsb, as Servicer (the "Servicer") and the
Trustee.
PRELIMINARY STATEMENTS
It is the intention of the Servicer, pursuant to subsection 4.03(a) of the
Pooling and Servicing Agreement, to make a single monthly deposit of the
Collections into the Collection Account, rather than making daily deposits of
Collections into the Collection Account. Under such subsection 4.03(a) of the
Pooling and Servicing Agreement, the Servicer, subject to the express terms of
any Supplement, with respect to any Monthly Periods is, to the extent of
Collections received, required to deposit into the Collection Account the amount
required to be in excess of the amount of Collections required to be deposited
into any Series Account or, without duplication, distributed on or prior to the
related Distribution Date to Investor Certificateholders or to any Series
Enhancer pursuant to the terms of any Supplement or Enhancement Agreement (the
"Covered Collections").
If the Servicer is to be permitted to make monthly rather than daily
deposits to the Collection Account, certain conditions must be satisfied. A
servicing performance guaranty from the Company will satisfy one of such
conditions and this Agreement is delivered to satisfy such condition.
For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Company hereby agrees as follows:
SECTION 1. DEFINITIONS. Unless otherwise defined in this Agreement, all
defined terms used in this Agreement, including the Preliminary Statements
hereto, shall have the meanings ascribed to such terms in the Pooling and
Servicing Agreement.
SECTION 2. GUARANTY OF PERFORMANCE. (a) The Company unconditionally
guaranties the performance of the Servicer with respect to the remittance of the
Covered Collections to the Collection Account pursuant to Section 4.03(a) of the
Pooling and Servicing Agreement (the "Guaranteed Obligations").
(b) The Company agrees that it shall perform the Guaranteed Obligations
immediately upon demand by the Trustee.
(c) The Company agrees that its obligations under this Agreement shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Pooling and Servicing Agreement against the Servicer (other than as a result of
the unenforceability thereof against the Transferor, the Trust and the Trustee,
collectively referred to herein as the "Other Parties"), the absence of any
action to enforce the Servicer's obligations under the Pooling and Servicing
Agreement, any waiver or consent by the Other Parties thereto with respect to
any provisions thereof or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of a guarantor.
(d) The Company hereby waives (i) promptness, diligence, presentment,
demand of payment, protest, order and notice of any kind in connection with the
Pooling and Servicing Agreement and this Agreement, or (ii) any requirement that
the Other Parties exhaust any right to take any action against the Servicer or
any Other Parties prior to or contemporaneously with proceeding to exercise any
right against the Company under this Agreement.
SECTION 3. REPRESENTATIONS AND WARRANTIES. The Company hereby represents
and warrants to the Trustee, on behalf of the Certificateholders, as of the date
hereof, as follows:
(a) ORGANIZATION. The Company is a corporation, duly organized,
validly existing and in good standing under the laws of the State of
Delaware and has the corporate power and authority to execute, deliver
and perform this Agreement.
(b) AUTHORIZATION; VALID AGREEMENT. The execution, delivery and
performance of this Agreement has been duly authorized by all required
action on the part of the Company and this Agreement constitutes the
legal, valid and binding obligation of the Company, enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency,
moratorium or other similar laws affecting the rights of creditors
generally and subject to general principles of equity (whether applied in
a proceeding at law or in equity).
SECTION 4. NOTICES. The Company shall give the Servicer immediate notice
if the Company's short-term debt rating is withdrawn or downgraded by Standard &
Poor's below A-1 or by Xxxxx'x below P-1:
Notice to the Servicer shall be delivered to:
Travelers Bank & Trust, fsb
Christiana Corporate Center
000 Xxxxxxxx Xxxxx,
Xxxxxx, Xxxxxxxx 00000
(000) 000-0000
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Notice to the Trustee shall be delivered to:
The Bank of New York
000 Xxxxxxx Xxxxxx
00 Xxxx
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000
SECTION 5. SUCCESSORS. The agreements set forth herein shall be mutually
binding upon and inure to the benefit of the Company, the Servicer and the
Trustee and any permitted successor of the Trustee pursuant to the Pooling and
Servicing Agreement.
SECTION 6. GOVERNING LAW AND JURISDICTION. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York
as applied to contracts made and performed in that state.
IN WITNESS WHEREOF, this Agreement has been duly executed by the Company as
of the __ day of February 1998.
COMMERCIAL CREDIT COMPANY
By:
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Name:
Title:
Accepted by
THE BANK OF NEW YORK,
as Trustee
By:
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Name:
Title:
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