EXHIBIT 4.3 - COLLATERAL SERIES SUPPLEMENT
[EXECUTION COPY]
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COLLATERAL SERIES SUPPLEMENT
Dated as of July 19, 2002
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DC FUNDING INTERNATIONAL, INC.
Transferor
FIRST NORTH AMERICAN NATIONAL BANK
Servicer
and
JPMORGAN CHASE BANK
Trustee
on behalf of the Collateral Certificateholder
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FNANB CREDIT CARD MASTER TRUST
COLLATERAL SERIES
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TABLE OF CONTENTS
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PAGE
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Section 1. Designation................................................... 1
Section 2. Definitions................................................... 2
Section 3. Reassignment and Transfer Terms............................... 4
Section 4. Delivery and Payment for the Collateral Certificates.......... 5
Section 5. Form of Delivery of Collateral Certificates................... 5
Section 6. Article IV of Agreement....................................... 6
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.2 Allocations................................................... 6
Section 7. Early Amortization Events and Events of Default............... 6
Section 8. Modification to and Ratification of Agreement................. 6
Section 9. Counterparts.................................................. 7
Section 10. Governing Law................................................. 7
Section 11. Concerning the Trustee........................................ 7
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COLLATERAL SERIES SUPPLEMENT dated as of July 19, 2002 (this "Series
Supplement"), among DC FUNDING INTERNATIONAL, INC., a Delaware corporation, as
Transferor, FIRST NORTH AMERICAN NATIONAL BANK, a national banking association,
as Servicer, and JPMORGAN CHASE BANK, a New York banking corporation and
successor trustee to First Union National Bank, as Trustee under the Amended and
Restated Master Pooling and Servicing Agreement dated as of December 31, 2001,
among the Transferor, the Transferor under the Prior Agreement, the Servicer and
the Trustee (the "Agreement").
PRELIMINARY STATEMENTS
WHEREAS, DC Funding, as Transferor, FNANB as Transferor under the Prior
Agreement (as defined therein) and as Servicer, and the Trustee are parties to
the Agreement;
WHEREAS, Section 6.9 provides, among other things, that DC Funding and
the Trustee may at any time and from time to time enter into one or more
supplements to the Agreement for the purpose of authorizing the issuance of one
or more new Series of Investor Certificates; and
WHEREAS, DC Funding and FNANB are entering into this Series Supplement
with the Trustee to provide for the issuance of a new Series of Investor
Certificates;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, DC Funding, FNANB and the Trustee hereby agree as follows:
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 Transferor and the Servicer
each hereby enter into this Series Supplement with the Trustee as required by
Section 6.9(c) of the Agreement to provide for the issuance, authentication and
delivery of the Collateral Certificates. The Collateral Certificates will be
transferred by the Transferor to FNANB Credit Card Master Note Trust (the "Note
Trust") pursuant to a Transfer and Servicing Agreement dated as of July 1, 2002
(the "Transfer and Servicing Agreement") among the Transferor, the Servicer and
the 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 July 1, 2002
between the Note Trust and JPMorgan Chase Bank, 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), including
whether such Collateral Series is a Principal Sharing Series, whether such
Collateral Series is one of the Series of Group One and the Minimum Transferor
Interest Percentage and Minimum Aggregate Principal Receivables for such
Collateral Series. 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 2002-A) and Classes and belong to
the same Group 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 in the Indenture Supplement 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 Transferor
pursuant to the related Indenture Supplement shall be deemed to be payable to
the Transferor pursuant to this Series Supplement; and (f) the conditions
defined in Section 6.9 of the Agreement for issuance of new Series must be
satisfied in connection with each issuance of a Note Series. The provisions of
Section 6.9(b) of the Agreement with respect to the delivery of an Opinion of
Counsel to the effect that a newly issued Series of Investor Certificates will
be characterized as either indebtedness or an interest in a partnership (that is
not taxable as a corporation) under existing law for federal income tax purposes
shall not be applicable to the Collateral Certificates.
Section 2. Definitions. If any term or provision contained herein shall
conflict with or be inconsistent with any term or 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. Unless
otherwise stated herein, as the context requires or if such term is 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.
"Accumulation Period" is defined (if at all), for any Collateral Series
or related Class, in the related Indenture Supplement.
"Amortization Period" has the meaning specified in the Agreement;
provided, however, that for purposes of that definition and any Collateral
Series, any additional type of amortization period may be specified in the
related Indenture Supplement.
"Business Day" has the meaning specified in the Agreement; provided,
however, that, for purposes of that definition and any Collateral Series, any
additional city may be specified in the related Indenture Supplement.
"Certificate Rate" means, for any Class of any Collateral Series, the
rate per annum (or the formula on the basis of which such rate shall be
determined) specified for the corresponding Class of the related Note Series in
the related Indenture Supplement.
"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.
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"Collection Period" is defined in the Agreement, except as may be
otherwise specified for any Collateral Series in the related Indenture
Supplement.
"Controlled Amortization Period" is defined (if at all), for any
Collateral Series or related Class, in the related Indenture Supplement.
"Determination Date" has the meaning specified in the Agreement, except
as may be otherwise specified for any Collateral Series in the related Indenture
Supplement.
"Distribution Date" has the meaning specified in the Agreement, except
as may be otherwise specified for any Collateral Series in the related Indenture
Supplement.
"Early Amortization Period" is defined (if at all), for any Collateral
Series or related Class, in the related Indenture Supplement.
"Enhancement" is defined in the Agreement, except as may be otherwise
specified for any Collateral Series in the related Indenture Supplement.
"Enhancement Invested Amount" is defined (if at all), for any
Collateral Series or related Class, in the related Indenture Supplement.
"Enhancement Provider" is defined (if at all), for any Collateral
Series or related Class, 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.
"Fixed Allocation Percentage" means, for any Collateral Series, the
"Fixed Allocation Percentage" for the related Note Series as defined in the
related Indenture Supplement.
"Floating Allocation Percentage" means, for any Collateral Series, the
"Floating Allocation Percentage" 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 Invested Amount" means, for any Collateral Series, the
"Initial Invested Amount" for the related Note Series as defined in the related
Indenture Supplement.
"Invested Amount" means, for any Collateral Series, the "Invested
Amount" for the related Note Series as defined in the related Indenture
Supplement.
"Invested Percentage" means, for any Collateral Series, the "Invested
Percentage" for the related Note Series as defined in the related Indenture
Supplement.
"Investor Certificate" means a Collateral Certificate.
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"Investor Charge Offs" means, for any Collateral Series, the "Investor
Charge Offs" for the related Note Series as defined in the related Indenture
Supplement.
"Investor Default Amount" means, for any Collateral Series, the
"Investor Default Amount" for the related Note Series as defined in the related
Indenture Supplement.
"Investor Monthly Servicing Fee" means, for any Collateral Series, the
"Investor Monthly Servicing Fee" for the related Note Series as defined in the
related Indenture Supplement.
"Issuer" is defined in the Indenture.
"Note Series" is defined in Section 1 of this Series Supplement.
"Note Trust" is defined in Section 1 of this Series Supplement.
"Principal Amortization Period" is defined (if at all), for any
Collateral Series or related Class, in the related Indenture Supplement.
"Principal Shortfall" means, for any Collateral Series, the "Principal
Shortfall" for the related Note Series, as defined in the related Indenture
Supplement.
"Record Date" is defined in the Agreement, except as may be otherwise
specified for any Collateral Series in the related Indenture Supplement.
"Servicing Fee Percentage" means, for any Collateral Series, the
"Servicing Fee Percentage" for the related Note Series, as defined in the
related Indenture Supplement.
"Shared Excess Finance Charge Collections" means, for any Collateral
Series, all amounts identified as such in the related Indenture Supplement.
"Shared Principal Collections" means, for any Collateral Series, all
amounts identified as such in the related Indenture Supplement.
"Stated Series Termination Date" means, for any Collateral Series, the
Final Series Maturity Date for the related Note Series defined in the related
Indenture Supplement.
"Transfer and Servicing Agreement" is defined in Section 1 of this
Series Supplement.
Section 3. Reassignment and Transfer Terms.
(a) If the Transferor purchases, redeems or prepays any Note Series
pursuant to an optional redemption provision under the related Indenture
Supplement, then the related Collateral Series shall be deemed to have been
retired. Upon the termination of any Note Series pursuant to the Indenture, the
related Collateral Series shall also terminate.
(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
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consented to the following transactions, the holder of the Transferor Interest
shall have the option to transfer the Transferor Interest 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; provided, however, that such termination shall not take effect
until the Transferor has delivered to the Indenture Trustee (ii) an amendment to
the Receivables Purchase Agreement to appropriately change references to the
Trust, the Agreement and the Trustee and (ii) favorable legal opinions as to (A)
the enforceability of any documents executed by the Transferor in connection
with such termination, (B) the validity and priority of the security interest in
the Receivables and the proceeds thereof granted by the Transferor to Issuer
pursuant to the Transfer and Servicing Agreement, on terms substantially similar
to the most recent legal opinion delivered by the Transferor's counsel as to the
validity and priority of the security interest granted by the Transferor to the
Trust in connection with the then most recently issued Note Series and (C) that
such transaction will not have any material adverse impact on the Federal income
tax characterization of any outstanding Note Series or Class thereof that has
been the subject of a previous opinion of tax counsel or result in the Note
Trust being taxable as an association or as a publicly traded partnership
taxable as a corporation for Federal or applicable state tax purposes.
Section 4. Delivery and Payment for the Collateral Certificates. The
Trustee shall deliver the Collateral Certificates when authenticated in
accordance with Section 6.2 of the Agreement. For convenience, the Collateral
Certificate shall be registered in the name of Indenture Trustee,
notwithstanding that the Collateral Certificate shall have been initially issued
to the Transferor, transferred by the Transferor to Issuer pursuant to the
Transfer and Servicing Agreement and pledged by Issuer to Indenture Trustee
pursuant to the Master Indenture.
Section 5. Form of Delivery of Collateral Certificates.
(a) The Collateral Certificates shall be delivered as Registered
Certificates, substantially in the form of Exhibit A hereto.
(b) Each Collateral Certificate shall constitute a "security" within
the meaning of (i) Article 8 of the Uniform Commercial Code (including Section
8-102(a)(15) thereof) as in effect from time to time in the State of Delaware
and (ii) the Uniform Commercial Code of any other applicable jurisdiction that
presently or hereafter substantially includes the 1994 revisions to Article 8
thereof as adopted by the American Law Institute and the National Conference of
Commissioners on Uniform State Laws and approved by the American Bar Association
on February 14, 1995.
(c) 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 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.
(d) The Collateral Certificates may not be sold, participated,
transferred, assigned or otherwise pledged or conveyed in whole or in part
except as provided in the Transfer and Servicing Agreement and the Indenture.
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Section 6. Article IV of Agreement. Any provisions of Article IV of the
Agreement which provide for the distribution of Collections to the Transferor on
the basis of the Transferor Percentage shall continue to apply irrespective of
the issuance of the Collateral Certificates. Section 4.1 of the Agreement shall
read in its 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 4.2 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
amounts shall be deposited or otherwise applied as provided in such Indenture
Supplement.
Section 7. Early Amortization Events and Events of Default. In
addition to the Early Amortization Events specified in Section 9.1 of the
Agreement, the Early Amortization Events applicable to each Collateral Series
shall be the Early Amortization Events specified in the related Indenture
Supplement, as well as the Early Amortization 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, and the
Trustee shall cooperate with the Indenture Trustee in the exercise of such
right.
Section 8. Modification to and Ratification of Agreement. For purposes
of this Supplement and each Collateral Series:
(a) 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; and
(b) Sections 3.7 and 12.2(c) of the Agreement shall not be applicable
to any Collateral Series.
(c) The following definitions shall apply:
"Default Amount" means, for any Collection Period, the aggregate amount
of Principal Receivables (other than Ineligible Receivables) in all Accounts
which became Defaulted Accounts during such Collection Period (determined in
each case as of the date on which the related Account became a Defaulted
Account) minus Recoveries, if any, received during such Collection Period;
provided, however, that the Default Amount shall not be less than zero.
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"Excess Recoveries" means, with respect to any Collection Period, all
Recoveries received during such Collection Period in excess of the Default
Amount for such Collection Period (calculated without deducting such Recoveries
in calculating the Default Amount for such Collection Period).
"Finance Charge Receivables" means (i) Receivables created in respect
of Finance Charges, cash advance fees, annual fees, late charges, overlimit
charges, returned check charges and all other fees and charges on the Accounts
(other than Insurance Charges) and (ii) Discount Option Receivables. Collections
of Finance Charge Receivables with respect to any Collection Period shall be
deemed to include (i) all Excess Recoveries, if any, received during such
Collection Period, (ii) the Interchange Amount, if any, with respect to such
Collection Period and (iii) all interest and other investment earnings (net of
losses and investment expenses), if any, received during such Collection Period
on funds on deposit in the Excess Funding Account.
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
6.9(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; provided, however, that pursuant to
Section 9.2(a) of the Agreement, the Trustee shall sell the portion of the
Receivables allocable to each Collateral Series unless instructed not to sell,
dispose of or otherwise liquidate the Receivables by holders of interests
aggregating more than 50% of each Class of each Series (including a majority in
interest in each collateral indebtedness interest or collateralized trust
obligation), each holder of an interest in the Transferor Interest other than
the Transferor and any other Person specified in a Supplement.
Section 9. 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 10. Governing Law. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 11. Concerning the Trustee. In acting hereunder, the Trustee
shall be afforded the rights, privileges, immunities and indemnities set forth
in Article XI of the Agreement as if fully set forth herein.
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IN WITNESS WHEREOF, the parties have caused this Series Supplement to
be duly executed by their respective officers as of the day and year first above
written.
DC FUNDING INTERNATIONAL, INC.,
as Transferor
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
FIRST NORTH AMERICAN NATIONAL BANK
as Servicer
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President
JPMORGAN CHASE BANK,
not in it individual capacity but solely as Trustee
By: /s/ ▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
Title: Vice President
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EXHIBIT A
to
COLLATERAL SERIES SUPPLEMENT
FORM OF COLLATERAL CERTIFICATE
No. C-1
FNANB CREDIT CARD MASTER TRUST
COLLATERAL CERTIFICATE
Evidencing an undivided interest in the FNANB Credit Card Master Trust, the
corpus of which consists of a portfolio of receivables created under credit card
accounts originated by FIRST NORTH AMERICAN NATIONAL BANK ("FNANB") and other
assets and interests constituting the trust under the Pooling and Servicing
Agreement described below.
(Not an interest in or obligation of FNANB or DC Funding International, Inc.)
This certifies that JPMorgan Chase Bank, as Indenture Trustee (the
"Certificateholder"), is the registered owner of an undivided interest in the
FNANB Credit Card Master Trust (the "Trust"), the corpus of which consists of a
portfolio of receivables (the "Receivables") now existing or hereafter created
under certain credit card accounts originated by FNANB 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 the Amended and Restated Master
Pooling and Servicing Agreement, dated as of December 31, 2001, as amended and
supplemented, including by the Collateral Series Supplement, dated as of July
19, 2002 (collectively, the "Pooling and Servicing Agreement"), among DC FUNDING
INTERNATIONAL, INC., as Transferor, FNANB, as Servicer, and JPMORGAN CHASE BANK,
as Trustee.
THIS COLLATERAL CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN
INTEREST IN, FNANB OR DC FUNDING INTERNATIONAL, INC., A DELAWARE CORPORATION,
AND NONE OF THIS COLLATERAL 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
WITH RESPECT TO 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.
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This Certificate represents a series of Certificates entitled
"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 Transferor has caused this Collateral
Certificate to be duly executed under its official seal.
DC FUNDING INTERNATIONAL, INC.
By:____________________________________
Name:
Title:
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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.
JPMORGAN CHASE BANK,
as Trustee
By:______________________________________
Authorized Officer
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