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Exhibit 4.2
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ASSOCIATES CREDIT CARD MASTER NOTE TRUST
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ASSOCIATES CREDIT CARD MASTER NOTE TRUST
Issuer
and
THE BANK OF NEW YORK
Indenture Trustee
FORM OF
SERIES 2000-_ INDENTURE SUPPLEMENT
Dated as of _____ __, 2000
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TABLE OF CONTENTS
PAGE
ARTICLE I
CREATION OF THE SERIES 2000-_ NOTES
Section 1.01. Designation...........................................................................1
ARTICLE II
DEFINITIONS
Section 2.01. Definitions...........................................................................2
ARTICLE III
SERVICING FEE AND INTERCHANGE
Section 3.01. Servicing Compensation; Interchange..................................................15
ARTICLE IV
RIGHTS OF SERIES 2000-_ NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.01. Collections and Allocations..........................................................16
Section 4.02. Determination of Monthly Interest....................................................18
Section 4.03. Determination of Monthly Principal...................................................19
Section 4.04. Application of Available Finance Charge Collections and Available Principal
Collections..........................................................................19
Section 4.05. Investor Charge-Offs.................................................................22
Section 4.06. Reallocated Principal Collections....................................................22
Section 4.07. Excess Finance Charge Collections....................................................22
Section 4.08. Shared Principal Collections and Shared Transferor Principal Collections.............23
Section 4.09. Principal Funding Account............................................................23
Section 4.10. Reserve Account......................................................................25
Section 4.11. Spread Account.......................................................................27
Section 4.12. [Determination of LIBOR].............................................................29
Section 4.13. Investment Instructions..............................................................30
ARTICLE V
DELIVERY OF SERIES 2000-_ NOTES; DISTRIBUTIONS; REPORTS TO SERIES 2000-_ NOTEHOLDERS
Section 5.01. Delivery and Payment for the Series 2000-_ Notes.....................................31
Section 5.02. Distributions........................................................................31
Section 5.03. Reports and Statements to Series 2000-_ Noteholders..................................32
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TABLE OF CONTENTS
(CONTINUED)
PAGE
ARTICLE VI
SERIES 2000-_ PAY OUT EVENTS
Section 6.01. Series 2000-_ Pay Out Events.........................................................33
ARTICLE VII
REDEMPTION OF SERIES 2000-_ NOTES; FINAL DISTRIBUTIONS; SERIES TERMINATION
Section 7.01. Optional Redemption of Series 2000-_ Notes; Final Distributions......................35
Section 7.02. Series Termination...................................................................36
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.01. Ratification of Indenture............................................................37
Section 8.02. Form of Delivery of the Series 2000-_ Notes..........................................37
Section 8.03. Counterparts.........................................................................37
Section 8.04. GOVERNING LAW........................................................................37
Section 8.05. Limitation of Liability..............................................................37
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EXHIBITS
EXHIBIT A-1 FORM OF CLASS A NOTE
EXHIBIT A-2 FORM OF CLASS B NOTE
EXHIBIT A-3 FORM OF CLASS C NOTE
EXHIBIT B FORM OF MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION TO
THE INDENTURE TRUSTEE
EXHIBIT C FORM OF MONTHLY STATEMENT
EXHIBIT D FORM OF MONTHLY SERVICER'S CERTIFICATE
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SERIES 2000-_ INDENTURE SUPPLEMENT, dated as of ______ __,
2000 (the "INDENTURE SUPPLEMENT"), between ASSOCIATES CREDIT CARD MASTER NOTE
TRUST, a business trust organized and existing under the laws of the State of
Delaware (herein, the "ISSUER" or the "TRUST"), and THE BANK OF NEW YORK, a
banking corporation organized and existing under the laws of the State of New
York, not in its individual capacity, but solely as indenture trustee (herein,
together with its successors in the trusts thereunder as provided in the Master
Indenture referred to below, the "INDENTURE TRUSTEE") under the Master
Indenture, dated as of April 1, 2000 (the "INDENTURE") between the Issuer and
the Indenture Trustee (the Indenture, together with this Indenture Supplement,
the "AGREEMENT").
Pursuant to Section 2.12 of the Indenture, the Transferor may
direct the Issuer to issue one or more Series of Notes. The Principal Terms of
this Series are set forth in this Indenture Supplement to the Indenture.
ARTICLE I
Creation of the Series 2000-_ Notes
Section 1.01. Designation
(a) There is hereby created and designated a Series of Notes
to be issued pursuant to the Indenture and this Indenture Supplement to be known
as "ASSOCIATES CREDIT CARD MASTER NOTE TRUST, SERIES 2000-_" or the "SERIES
2000-_ NOTES." The Series 2000-_ Notes shall be issued in three Classes, the
first of which shall be known as the "CLASS A SERIES 2000-_ FLOATING RATE ASSET
BACKED NOTES," the second of which shall be known as the "CLASS B SERIES 2000-_
FLOATING RATE ASSET BACKED NOTES," and the third of which shall be known as the
"CLASS C SERIES 2000-_ FLOATING RATE ASSET BACKED NOTES." The Series 2000-_
Notes shall be due and payable on the Series 2000-_ Final Maturity Date.
(b) Series 2000-_ shall be included in Group One and shall be
a Principal Sharing Series with respect to Group One only. Series 2000-_ shall
be an Excess Allocation Series with respect to Group One only. Series 2000-_
shall be entitled to share Shared Transferor Principal Collections. Series
2000-_ shall not be subordinated to any other Series.
(c) In the event that any term or provision contained herein
shall conflict with or be inconsistent with any term or provision contained in
the Indenture, the terms and provisions of this Indenture Supplement shall be
controlling. All capitalized terms not otherwise defined herein are defined in
the Indenture, the Transfer and Servicing Agreement or the Trust Agreement. Each
capitalized term defined herein shall relate only to the Series 2000-_ Notes and
no other Series of Notes issued by the Issuer.
[END OF ARTICLE I]
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ARTICLE II
Definitions
Section 2.01. Definitions.
(a) Whenever used in this Indenture Supplement, the following
words and phrases shall have the following meanings, and the definitions of such
terms are applicable to the singular as well as the plural forms of such terms
and the masculine as well as the feminine and neuter genders of such terms.
"Accumulation Period Factor" shall mean, with respect to any
Monthly Period, a fraction, the numerator of which is equal to the sum of the
initial invested amounts of all outstanding Series, and the denominator of which
is equal to the sum of (a) the Initial Invested Amount, (b) the initial invested
amounts of all outstanding Series (other than Series 2000-_) which are not
expected to be in their revolving periods, and (c) the initial invested amounts
of all other outstanding Series which are not allocating Shared Principal
Collections to other Series and are in their revolving periods; provided,
however, that this definition may be changed at any time if the Rating Agency
Condition is satisfied.
"Accumulation Period Length" shall have the meaning assigned
such term in subsection 4.04(e).
"Accumulation Shortfall" shall initially mean zero and shall
thereafter mean, with respect to any Monthly Period during the Controlled
Accumulation Period, the excess, if any, of the Controlled Deposit Amount for
the previous Monthly Period over the amount deposited into the Principal Funding
Account pursuant to subsection 4.04(c)(i) for the previous Monthly Period.
"Additional Interest" shall mean, with respect to any
Distribution Date, Class A Additional Interest, Class B Additional Interest and
Class C Additional Interest for such Distribution Date.
"Adjusted Invested Amount" shall mean, as of any date of
determination, an amount equal to the Invested Amount as of such date, minus the
amount on deposit in the Principal Funding Account on such date.
"Available Finance Charge Collections" shall mean, with
respect to any Monthly Period, an amount equal to the sum of (a) the Investor
Finance Charge Collections for such Monthly Period, plus (b) the Excess Finance
Charge Collections allocated to Series 2000-_ for such Monthly Period, plus (c)
Principal Funding Investment Proceeds, if any, with respect to the related
Distribution Date, plus (d) amounts, if any, to be withdrawn from the Reserve
Account which will be deposited into the Collection Account on the related
Distribution Date to be treated as Available Finance Charge Collections pursuant
to subsection 4.10(d).
"Available Principal Collections" shall mean, with respect to
any Monthly Period, an amount equal to the sum of (a) the Investor Principal
Collections for such Monthly Period minus (b) the amount of Reallocated
Principal Collections with respect to such Monthly Period
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which pursuant to Section 4.06 are required to be applied on the related
Distribution Date, plus (c) any Shared Principal Collections with respect to
other Principal Sharing Series in Group One (including any amounts on deposit in
the Special Funding Account that are allocated to Series 2000-_ pursuant to the
Agreement for application as Shared Principal Collections), and any Shared
Transferor Principal Collections that are allocated to Series 2000-_ in
accordance with Section 8.05 of the Indenture and Section 4.08 hereof, plus (d)
the aggregate amount to be treated as Available Principal Collections pursuant
to subsections 4.04(a)(v) and (vi) for the related Distribution Date.
"Available Reserve Account Amount" shall mean, with respect to
any Distribution Date, the lesser of (a) the amount on deposit in the Reserve
Account on such date (after taking into account any interest and earnings
retained in the Reserve Account pursuant to subsection 4.10(b) on such date, but
before giving effect to any deposit made or to be made pursuant to subsection
4.04(a)(vii) to the Reserve Account on such date) and (b) the Required Reserve
Account Amount.
"Available Spread Account Amount" shall mean, with respect to
any Distribution Date, an amount equal to the lesser of (a) the amount on
deposit in the Spread Account (exclusive of Investment Earnings, unless and
until the occurrence of an Event of Default with respect to Series 2000-_ and
acceleration of the maturity of the Series 2000-_ Notes pursuant to Section 5.03
of the Indenture) on such date (before giving effect to any deposit to, or
withdrawal from, the Spread Account made or to be made with respect to such
date) and (b) the Required Spread Account Amount for such Distribution Date.
"Base Rate" shall mean, with respect to any Monthly Period,
the annualized percentage equivalent of a fraction, the numerator of which is
equal to the sum of the Monthly Interest and the Monthly Servicing Fee, each
with respect to the related Distribution Date, and the denominator of which is
the Note Principal Balance as of the first day of such Monthly Period.
"Class A Additional Interest" shall have the meaning specified
in subsection 4.02(a).
"Class A Interest Shortfall" shall have the meaning specified
in subsection 4.02(a).
"Class A Monthly Interest" shall have the meaning specified in
subsection 4.02(a).
"Class A Note Initial Principal Balance" shall mean
$___________.
"Class A Note Interest Rate" shall mean a per annum rate of
____% [in excess of LIBOR as determined (i) on _____ __, 2000, for the period
from and including the Closing Date through and including _____ __, 2000 and
(ii) on the related LIBOR Determination Date with respect to each Interest
Period thereafter].
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"Class A Note Principal Balance" shall mean, on any date of
determination, an amount equal to (a) the Class A Note Initial Principal
Balance, minus (b) the aggregate amount of principal payments made to the Class
A Noteholders on or prior to such date.
"Class A Noteholder" shall mean the Person in whose name a
Class A Note is registered in the Note Register.
"Class A Notes" shall mean any one of the Notes executed by
the Issuer and authenticated by or on behalf of the Indenture Trustee,
substantially in the form of EXHIBIT A-1.
"Class A Required Amount" shall mean, with respect to any
Distribution Date, an amount equal to the excess of the amount described in
subsection 4.04(a)(i) over the Available Finance Charge Collections applied to
pay such amount pursuant to subsection 4.04(a).
"Class B Additional Interest" shall have the meaning specified
in subsection 4.02(b).
"Class B Interest Shortfall" shall have the meaning specified
in subsection 4.02(b).
"Class B Monthly Interest" shall have the meaning specified in
subsection 4.02(b).
"Class B Note Initial Principal Balance" shall mean
$___________.
"Class B Note Interest Rate" shall mean a per annum rate of
____% [in excess of LIBOR as determined (i) on _____ __, 2000, for the period
from and including the Closing Date through and including _____ __, 2000 and
(ii) on the related LIBOR Determination Date with respect to each Interest
Period thereafter].
"Class B Note Principal Balance" shall mean, on any date of
determination, an amount equal to (a) the Class B Note Initial Principal
Balance, minus (b) the aggregate amount of principal payments made to the Class
B Noteholders on or prior to such date.
"Class B Noteholder" shall mean the Person in whose name a
Class B Note is registered in the Note Register.
"Class B Notes" shall mean any one of the Notes executed by
the Issuer and authenticated by or on behalf of the Indenture Trustee,
substantially in the form of EXHIBIT A-2.
"Class B Required Amount" shall mean, with respect to any
Distribution Date, an amount equal to the excess of the amount described in
subsection 4.04(a)(ii) over the Available Finance Charge Collections applied to
pay such amount pursuant to subsection 4.04(a).
"Class C Additional Interest" shall have the meaning specified
in subsection 4.02(c).
"Class C Interest Shortfall" shall have the meaning specified
in subsection 4.02(c).
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"Class C Monthly Interest" shall have the meaning specified in
subsection 4.02(c).
"Class C Note Initial Principal Balance" shall mean
$___________.
"Class C Note Interest Rate" shall mean a per annum rate of
____% [in excess of LIBOR as determined (i) on _____ __, 2000, for the period
from and including the Closing Date through and including _____ __, 2000 and
(ii) on the related LIBOR Determination Date with respect to each Interest
Period thereafter].
"Class C Note Principal Balance" shall mean, on any date of
determination, an amount equal to (a) the Class C Note Initial Principal
Balance, minus (b) the aggregate amount of principal payments made to the Class
C Noteholders on or prior to such date.
"Class C Noteholder" shall mean the Person in whose name a
Class C Note is registered in the Note Register.
"Class C Notes" shall mean any one of the Notes executed by
the Issuer and authenticated by or on behalf of the Indenture Trustee,
substantially in the form of EXHIBIT A-3.
"Closing Date" shall mean [_____ __], 2000.
"Controlled Accumulation Amount" shall mean, for any
Distribution Date with respect to the Controlled Accumulation Period,
$[___________]; provided, however, that if the Accumulation Period Length is
determined to be less than twelve (12) months pursuant to subsection 4.04(e),
the Controlled Accumulation Amount for each Distribution Date with respect to
the Controlled Accumulation Period will be equal to (i) the product of (x) the
Initial Invested Amount and (y) the Accumulation Period Factor for such Monthly
Period divided by (ii) the Required Accumulation Factor Number.
"Controlled Accumulation Period" shall mean, unless a Pay Out
Event shall have occurred prior thereto, the period commencing at the close of
business on [_____ __, 20__] or such later date as is determined in accordance
with subsection 4.04(e), and ending on the first to occur of (a) the
commencement of the Early Amortization Period, (b) the payment in full of the
Note Principal Balance and (c) the Series 2000-_ Final Maturity Date.
"Controlled Deposit Amount" shall mean, for any Distribution
Date with respect to the Controlled Accumulation Period, an amount equal to the
sum of the Controlled Accumulation Amount for such Distribution Date and any
existing Accumulation Shortfall.
"Covered Amount" shall mean an amount, determined as of each
Distribution Date with respect to any Interest Period, equal to the sum of (a)
the product of (i) [a fraction, the numerator of which is the actual number of
days in such Interest Period and the denominator of which is 360], times (ii)
the Class A Note Interest Rate [in effect with respect to such Interest Period],
times (iii) the aggregate amount on deposit in the Principal Funding Account up
to the Class A Note Principal Balance as of the Record Date preceding such
Distribution Date, plus (b) the product of (i) [a fraction, the numerator of
which is the actual number of days in such Interest Period and the denominator
of which is 360], times (ii) the Class B Note Interest Rate in effect
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with respect to such Interest Period], times (iii) the aggregate amount on
deposit in the Principal Funding Account in excess of the Class A Note Principal
Balance as of the Record Date preceding such Distribution Date.
"Distribution Date" shall mean [_____ __], 2000 and the
seventeenth day of each calendar month thereafter, or if such seventeenth day is
not a Business Day, the next succeeding Business Day.
"Early Amortization Period" shall mean the period commencing
on the Business Day immediately preceding the day on which a Pay Out Event with
respect to Series 2000-_ is deemed to have occurred, and ending on the first to
occur of (i) the payment in full of the Note Principal Balance and (ii) the
Series 2000-_ Final Maturity Date.
"Excess Spread Percentage" shall mean, with respect to any
Monthly Period, the amount, if any, by which the Portfolio Yield exceeds the
Base Rate.
"Expected Final Principal Payment Date" shall mean the [____
20__] Distribution Date.
"Finance Charge Shortfall" shall have the meaning specified in
Section 4.07.
"Fixed Investor Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, (a) the numerator of which is the Invested Amount as of the
close of business on the last day of the Revolving Period and (b) the
denominator of which is the greater of (i) the sum of (A) the total amount of
Principal Receivables in the Trust as of the close of business on the last day
of the immediately preceding Monthly Period (or with respect to the first
Monthly Period, the total amount of Principal Receivables in the Trust as of the
Closing Date) and (B) the principal amount on deposit in the Special Funding
Account as of the close of business on such last day (or with respect to the
first Monthly Period, the Closing Date) and (ii) the sum of the numerators used
to calculate the investor percentages for allocations with respect to Principal
Receivables for all Series outstanding as of the date as to which such
determination is being made; provided, however, that if after the commencement
of the Controlled Accumulation Period or the Early Amortization Period a Pay Out
Event occurs with respect to another Series that was designated in the Indenture
Supplement therefor as a Series that is a "Paired Series" with respect to Series
2000-_, the Transferor may, by written notice delivered to the Indenture Trustee
and the Servicer, designate a different numerator for the foregoing fraction,
provided that (x) such numerator is not less than the Adjusted Invested Amount
as of the last day of the revolving period for such Paired Series and (y) such
action shall be taken only upon satisfaction of the Rating Agency Condition and
(z) the Transferor shall have delivered to the Indenture Trustee an Officer's
Certificate to the effect that, based on the facts known to such officer at that
time, in the reasonable belief of the Transferor, such designation will not
cause a Pay Out Event or an event that, after the giving of notice or the lapse
of time, would constitute a Pay Out Event, to occur with respect to Series
2000-_; provided further, however, that with respect to any Monthly Period in
which an Addition Date or a Removal Date occurs, the amount in clause (b)(i)(A)
above shall be (1) the aggregate amount of Principal Receivables in the Trust as
of the close of business on the last day of the prior Monthly Period, for the
period from and including the first
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day of such Monthly Period to but excluding the related Addition Date or Removal
Date, as the case may be, and (2) the aggregate amount of Principal Receivables
in the Trust as of the close of business on the related Addition Date or Removal
Date, as the case may be, after adjusting for the aggregate amount of Principal
Receivables added to or removed from the Trust on the related Addition Date or
Removal Date, as the case may be, for the period from and including the related
Addition Date or Removal Date, as the case may be, to and including the last day
of such Monthly Period.
"Floating Investor Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, (a) the numerator of which is the Adjusted Invested Amount
as of the close of business on the last day of the preceding Monthly Period (or
with respect to the first Monthly Period, the Initial Invested Amount) and (b)
the denominator of which is the greater of (i) the sum of (A) the total amount
of Principal Receivables in the Trust as of the close of business on such last
day (or with respect to the first Monthly Period, the total amount of Principal
Receivables in the Trust on the Closing Date) and (B) the principal amount on
deposit in the Special Funding Account as of the close of business on such last
day (or with respect to the first Monthly Period, as of the Closing Date) and
(ii) the sum of the numerators used to calculate the investor percentages for
allocations with respect to Finance Charge Receivables, Defaulted Amounts or
Principal Receivables, as applicable, for all Series outstanding as of the date
as to which such determination is being made; provided, however, that with
respect to any Monthly Period in which an Addition Date or a Removal Date
occurs, the amount in clause (b)(i)(A) above shall be (1) the aggregate amount
of Principal Receivables in the Trust as of the close of business on the last
day of the prior Monthly Period, for the period from and including the first day
of such Monthly Period to but excluding the related Addition Date or Removal
Date, as the case may be, and (2) the aggregate amount of Principal Receivables
in the Trust as of the close of business on the related Addition Date or Removal
Date, as the case may be, after adjusting for the aggregate amount of Principal
Receivables added to or removed from the Trust on the related Addition Date or
Removal Date, as the case may be, for the period from and including the related
Addition Date or Removal Date, as the case may be, to and including the last day
of such Monthly Period.
"Group One" shall mean Series 2000-_ and each other Series
hereafter specified in the related Indenture Supplement to be included in Group
One.
"Initial Invested Amount" shall mean $[_________].
"Interest Period" shall mean, with respect to any Distribution
Date, the period from and including the Distribution Date immediately preceding
such Distribution Date (or, in the case of the first Distribution Date, from and
including the Closing Date) to but excluding such Distribution Date.
"Invested Amount" shall mean, as of any date of determination,
an amount equal to the initial principal amount of the Series 2000-_ Notes minus
the amount of principal previously paid to the Series 2000-_ Noteholders, minus
the excess, if any, of the aggregate amount of Investor Charge-Offs and
Reallocated Principal Collections over the reimbursements of such amounts
pursuant to subsection 4.04(a)(vi) prior to such date.
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"Investment Earnings" shall mean, with respect to any
Distribution Date, all interest and earnings on Eligible Investments included in
the Spread Account (net of losses and investment expenses) during the period
commencing on and including the Distribution Date immediately preceding such
Distribution Date and ending on but excluding such Distribution Date.
"Investor Charge-Offs" shall have the meaning specified in
Section 4.05.
"Investor Default Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Defaulted Amount
for the related Monthly Period and (b) the Floating Investor Percentage for such
Monthly Period.
"Investor Finance Charge Collections" shall mean, with respect
to any Monthly Period, an amount equal to the Investor Percentage for such
Monthly Period of Collections of Finance Charge Receivables (including
Recoveries treated as Collections of Finance Charge Receivables) deposited in
the Collection Account for such Monthly Period and Interchange treated as
Investor Finance Charge Collections for such Monthly Period pursuant to
subsection 3.01(b).
"Investor Percentage" shall mean, for any Monthly Period, (a)
with respect to Finance Charge Receivables and Defaulted Amounts at any time and
Principal Receivables during the Revolving Period, the Floating Investor
Percentage and (b) with respect to Principal Receivables during the Controlled
Accumulation Period or the Early Amortization Period, the Fixed Investor
Percentage.
"Investor Principal Collections" shall mean, with respect to
any Monthly Period, the aggregate amount retained in the Collection Account for
Series 2000-_ pursuant to subsection 4.01(c)(ii) for such Monthly Period.
["LIBOR" shall mean, for any Interest Period, the London
interbank offered rate for one-month United States dollar deposits determined by
the Indenture Trustee for each Interest Period in accordance with the provisions
of Section 4.12.
"LIBOR Determination Date" shall mean (i) _____ __, 2000 for
the period from and including the Closing Date through and including _____ __,
2000 and (ii) the second London Business Day prior to the commencement of the
second and each subsequent Interest Period.
"London Business Day" shall mean any Business Day on which
dealings in deposits in United States dollars are transacted in the London
interbank market.]
"Modified Excess Spread Percentage" shall mean, with respect
to the first Monthly Period an amount equal to the percentage equivalent of a
fraction, the numerator of which is (y) the product of (a) an amount equal to
the excess, if any, of (i) (A) the amount of Collections of Finance Charge
Receivables deposited in the Collection Account and allocable to the Series
2000-_ Noteholders for such first Monthly Period over (ii) the sum of (A) the
product of (I) the Class A Monthly Interest for the related Interest Period
times (II) a fraction (a) the numerator of which is the actual number of days in
such first Monthly Period and (b) the
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denominator of which is the actual number of days in the related Interest Period
plus (B) the product of (I) the Class B Monthly Interest for such Interest
Period times (II) a fraction (a) the numerator of which is the actual number of
days in such first Monthly Period and (b) the denominator of which is the actual
number of days in such Interest Period plus (C) the product of (I) the Class C
Monthly Interest for such Interest Period times (II) a fraction (a) the
numerator of which is the actual number of days in such first Monthly Period and
(b) the denominator of which is the actual number of days in such Interest
Period plus (D) the Monthly Servicing Fee with respect to the Distribution Date
relating to such first Monthly Period, times (b) a fraction, the numerator of
which is 360 and the denominator of which is [__]; and the denominator of which
is (z) the Initial Invested Amount.
"Monthly Interest" shall mean, with respect to any
Distribution Date, the sum of the Class A Monthly Interest, the Class B Monthly
Interest, and the Class C Monthly Interest for such Distribution Date.
"Monthly Principal" shall mean the monthly principal
distributable in respect of the Notes as calculated in accordance with Section
4.03.
"Monthly Principal Reallocation Amount" shall mean, with
respect to any Monthly Period, an amount equal to the sum of:
(A) the lower of (i) the Class A Required Amount and (ii) the
greater of (a)(x) the product of (I) [__]% and (II) the Initial
Invested Amount minus (y) the amount of unreimbursed Investor
Charge-Offs (after giving effect to Investor Charge-Offs for the
related Monthly Period) and unreimbursed Reallocated Principal
Collections (as of the previous Distribution Date) and (b) zero; and
(B) the lower of (i) the sum of the Class B Required Amount
and the Servicing Fee Required Amount and (ii) the greater of (a)(x)
the product of (I) [__]% and (II) the Initial Invested Amount minus (y)
the amount of unreimbursed Investor Charge-Offs (after giving effect to
Investor Charge-Offs for the related Monthly Period) and unreimbursed
Reallocated Principal Collections (as of the previous Distribution Date
and as required in (A) above) and (b) zero.
"Monthly Servicing Fee" shall have the meaning specified in
subsection 3.01(a).
"Note Principal Balance" shall mean, on any date of
determination, an amount equal to the sum of the Class A Note Principal Balance,
the Class B Note Principal Balance and the Class C Note Principal Balance.
"Percentage Allocation" shall have the meaning set forth in
subsection 4.01(c)(ii)(y).
"Portfolio Adjusted Yield" shall mean, with respect to any
Distribution Date, the average of the percentages obtained for each of the three
(3) preceding Monthly Periods by subtracting the Base Rate for each such Monthly
Period from the Portfolio Yield for each such Monthly Period.
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"Portfolio Yield" shall mean, with respect to any Monthly
Period, the annualized percentage equivalent of a fraction, (a) the numerator of
which is equal to the sum of (i) Investor Finance Charge Collections with
respect to such Monthly Period, plus (ii) the Principal Funding Investment
Proceeds deposited into the Collection Account on the Distribution Date related
to such Monthly Period, plus (iii) the amount of the Reserve Draw Amount (up to
the Available Reserve Account Amount) plus any amounts of interest and earnings
described in Section 4.10, each deposited into the Collection Account on the
Distribution Date relating to such Monthly Period, such sum to be calculated on
a cash basis after subtracting the Investor Default Amount for such Monthly
Period, and (b) the denominator of which is the Note Principal Balance as of the
first day of such Monthly Period; provided, however, that Excess Finance Charge
Collections that are allocated to Series 2000-_ with respect to such Monthly
Period may be added to the numerator if the Transferor shall have provided ten
(10) Business Days prior written notice of such action to each Rating Agency and
the Transferor, the Servicer and the Indenture Trustee shall have received
notification in writing that such action will not result in Standard & Poor's
reducing or withdrawing its then existing rating of the Notes or any outstanding
Series or Class with respect to which it is a Rating Agency.
"Principal Funding Account" shall have the meaning set forth
in subsection 4.09(a).
"Principal Funding Account Balance" shall mean, with respect
to any date of determination, the principal amount, if any, on deposit in the
Principal Funding Account on such date of determination.
"Principal Funding Investment Proceeds" shall mean, with
respect to each Distribution Date, the investment earnings on funds in the
Principal Funding Account (net of investment expenses and losses) for the period
from and including the immediately preceding Distribution Date to but excluding
such Distribution Date.
"Quarterly Excess Spread Percentage" shall mean (a) with
respect to the [Month 1] 2000 Distribution Date, the Modified Excess Spread
Percentage, (b) with respect to the [Month 2] 2000 Distribution Date, the
percentage equivalent of a fraction the numerator of which is the sum of (i) the
Modified Excess Spread Percentage for the first Monthly Period and (ii) the
Excess Spread Percentage with respect to the [Month 1] 2000 Monthly Period and
the denominator of which is two (2), (c) with respect to the [Month 3] 2000
Distribution Date, the percentage equivalent of a fraction the numerator of
which is the sum of (i) the Modified Excess Spread Percentage for the first
Monthly Period, (ii) the Excess Spread Percentage with respect to the [Month 1]
2000 Monthly Period and (iii) the Excess Spread Percentage with respect to the
[Month 2] 2000 Monthly Period and the denominator of which is three (3) and (d)
with respect to the [Month 4] 2000 Distribution Date and each Distribution Date
thereafter, the percentage equivalent of a fraction the numerator of which is
the sum of the Excess Spread Percentages with respect to the immediately
preceding three Monthly Periods and the denominator of which is three (3).
"Rating Agency" shall mean each of [Standard & Poor's, ▇▇▇▇▇'▇
and Fitch].
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"Reallocated Principal Collections" shall mean, with respect
to any Distribution Date, Investor Principal Collections applied in accordance
with Section 4.06 in an amount not to exceed the Monthly Principal Reallocation
Amount for the related Monthly Period.
"Reassignment Amount" shall mean, with respect to any
Distribution Date, after giving effect to any deposits and distributions
otherwise to be made on such Distribution Date, the sum of (i) the outstanding
principal balance of the Series 2000-_ Notes on such Distribution Date, plus
(ii) Monthly Interest for such Distribution Date and any Monthly Interest
previously due but not distributed to the Series 2000-_ Noteholders, plus (iii)
the amount of Additional Interest, if any, for such Distribution Date and any
Additional Interest previously due but not distributed to the Series 2000-_
Noteholders on a prior Distribution Date.
["Reference Banks" shall mean four major banks in the London
interbank market selected by the Servicer.]
"Required Accumulation Factor Number" shall be equal to a
fraction, rounded upwards to the nearest whole number, the numerator of which is
one and the denominator of which is equal to the lowest monthly principal
payment rate on the Accounts, expressed as a decimal, for the 12 months
preceding the date of such calculation; provided, however, that this definition
may be changed at any time if the Rating Agency Condition is satisfied.
"Required Reserve Account Amount" shall mean, with respect to
any Distribution Date on or after the Reserve Account Funding Date, an amount
equal to (a) 0.5% of the sum of (i) the Class A Note Principal Balance and (ii)
the Class B Note Principal Balance or (b) any other amount designated by the
Transferor; provided, however, that if such designation is of a lesser amount,
the Transferor shall (i) provide the Servicer and the Indenture Trustee with
evidence that the Rating Agency Condition shall have been satisfied and (ii)
deliver to the Indenture Trustee a certificate of an Authorized Officer to the
effect that, based on the facts known to such officer at such time, in the
reasonable belief of the Transferor, such designation will not cause a Pay Out
Event or an event that, after the giving of notice or the lapse of time, would
cause a Pay Out Event to occur with respect to Series 2000-_.
"Required Spread Account Amount" shall mean, (a) prior to the
occurrence of an Event of Default with respect to Series 2000-_ and acceleration
of the maturity of the Series 2000-_ Notes pursuant to Section 5.03 of the
Indenture, with respect to any date of determination, the product of (i) the
Spread Account Percentage in effect on such date and (ii) the Initial Invested
Amount; provided that the Required Spread Account Amount shall not exceed the
Class C Note Principal Balance minus the excess, if any, of the Principal
Funding Account Balance over the sum of the Class A Note Principal Balance and
the Class B Note Principal Balance on such date of determination and (b) after
the occurrence of an Event of Default with respect to Series 2000-_ and
acceleration of the maturity of the Series 2000-_ Notes pursuant to Section 5.03
of the Indenture, for any Distribution Date, the sum of (i) the amount on
deposit in the Spread Account on such Distribution Date, plus (ii) Investor
Finance Charge Collections for such Distribution Date remaining after
application of such amounts pursuant to subsection 4.04(a)(vii), plus (iii)
amounts on deposit in the Reserve Account in excess of the Required Reserve
Account Amount; provided, however, that if the Series 2000-_ Notes have not
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been accelerated the Required Spread Account Amount shall not exceed the Note
Principal Balance.
"Required Transferor Interest" shall have the meaning
specified in the Indenture.
"Reserve Account" shall have the meaning specified in
subsection 4.10(a).
"Reserve Account Funding Date" shall mean the Distribution
Date designated by the Servicer which occurs not later than the earliest of (a)
the Distribution Date with respect to the Monthly Period which commences three
(3) months prior to the commencement of the Controlled Accumulation Period; (b)
the first Distribution Date for which the Portfolio Adjusted Yield is less than
[2]%, but in such event the Reserve Account Funding Date shall not be required
to occur earlier than the Distribution Date with respect to the Monthly Period
which commences twelve (12) months prior to the commencement of the Controlled
Accumulation Period; (c) the first Distribution Date for which the Portfolio
Adjusted Yield is less than [3]%, but in such event the Reserve Account Funding
Date shall not be required to occur earlier than the Distribution Date with
respect to the Monthly Period which commences six (6) months prior to the
commencement of the Controlled Accumulation Period; and (d) the first
Distribution Date for which the Portfolio Adjusted Yield is less than [4]%, but
in such event the Reserve Account Funding Date shall not be required to occur
earlier than the Distribution Date with respect to the Monthly Period which
commences four (4) months prior to the commencement of the Controlled
Accumulation Period.
"Reserve Account Surplus" shall mean, as of any Distribution
Date following the Reserve Account Funding Date, the amount, if any, by which
the amount on deposit in the Reserve Account exceeds the Required Reserve
Account Amount.
"Reserve Draw Amount" shall mean, with respect to each
Distribution Date relating to the Controlled Accumulation Period or the first
Distribution Date relating to the Early Amortization Period, the amount, if any,
by which the Principal Funding Investment Proceeds for such Distribution Date
are less than the Covered Amount determined as of such Distribution Date.
"Revolving Period" shall mean the period beginning on the
Closing Date and ending on the earlier of the close of business on the day
immediately preceding the day the Controlled Accumulation Period commences or
the Early Amortization Period commences.
"Series 2000-_" shall mean the Series of Notes the terms of
which are specified in this Indenture Supplement.
"Series 2000-_ Final Maturity Date" shall mean the earlier to
occur of (a) the Distribution Date on which the Note Principal Balance is paid
in full and (b) the [________ ____] Distribution Date.
"Series 2000-_ Note" shall mean a Class A Note, a Class B Note
or a Class C Note.
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"Series 2000-_ Noteholder" shall mean a Class A Noteholder, a
Class B Noteholder or a Class C Noteholder.
"Series 2000-_ Pay Out Event" shall have the meaning specified
in Section 6.01.
"Series 2000-_ Principal Shortfall" shall have the meaning
specified in subsection 4.08(a).
"Servicing Fee Rate" shall mean 2% per annum.
"Servicing Fee Required Amount" shall mean, with respect to
any Distribution Date, an amount equal to the excess of the amount described in
subsection 4.04(a)(iii) over the Available Finance Charge Collections applied to
pay such amount pursuant to subsection 4.04(a).
"Spread Account" shall have the meaning specified in
subsection 4.11(a).
"Spread Account Deficiency" shall mean the excess, if any, of
the Required Spread Account Amount over the Available Spread Account Amount.
"Spread Account Percentage" shall mean, (i) zero, if the
Quarterly Excess Spread Percentage on such Distribution Date is greater than or
equal to [___]%, (ii) [___]%, if the Quarterly Excess Spread Percentage on such
Distribution Date is less than [____]% and greater than or equal to [____]%,
(iii) [____]%, if the Quarterly Excess Spread Percentage on such Distribution
Date is less than [____]% and greater than or equal to [____]%, (iv) [____]%, if
the Quarterly Excess Spread Percentage on such Distribution Date is less than
[____]% and greater than or equal to [____]%, and (v) [____]%, if the Quarterly
Excess Spread Percentage on such Distribution Date is less than [____]%,
provided, that if a Pay Out Event with respect to Series 2000-_ has occurred,
the Spread Account Percentage shall be [____]%.
["Telerate Page 3750" shall mean the display page currently so
designated on the Bridge Telerate Capital Markets Report (or such other page as
may replace that page in that service for the purpose of displaying comparable
rates or prices).]
(b) Each capitalized term defined herein shall relate to the Series 2000-_ Notes
and no other Series of Notes issued by the Trust, unless the context otherwise
requires. All capitalized terms used herein and not otherwise defined herein
have the meanings ascribed to them in the Indenture or the Transfer and
Servicing Agreement. In the event that any term or provision contained herein
shall conflict with or be inconsistent with any term or provision contained in
the Indenture or the Transfer and Servicing Agreement, the terms and provisions
of this Indenture Supplement shall govern.
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(c) The words "HEREOF," "HEREIN," "HEREUNDER" and words of
similar import when used in this Indenture Supplement shall refer to this
Indenture Supplement as a whole and not to any particular provision of this
Indenture Supplement; references to any Article, subsection, Section or Exhibit
are references to Articles, subsections, Sections and Exhibits in or to this
Indenture Supplement unless otherwise specified; and the term "INCLUDING" means
"INCLUDING WITHOUT LIMITATION."
[END OF ARTICLE II]
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ARTICLE III
Servicing Fee and Interchange
Section 3.01. Servicing Compensation; Interchange.
(a) Servicing Fee. The share of the Servicing Fee allocable to
the Series 2000-_ Noteholders with respect to any Distribution Date (the
"MONTHLY SERVICING FEE") shall be equal to one-twelfth of the product of (a) the
Servicing Fee Rate and (b) (i) the Adjusted Invested Amount as of the last day
of the Monthly Period preceding such Distribution Date, minus (ii) the product
of the amount, if any, on deposit in the Special Funding Account as of the last
day of the Monthly Period preceding such Distribution Date and the Floating
Investor Percentage with respect to such Monthly Period; provided, however, that
with respect to the first Distribution Date, the Monthly Servicing Fee shall be
equal to $[________]. The remainder of the Servicing Fee shall be paid by the
Holders of the Transferor Certificates or the noteholders of other Series (as
provided in the related Indenture Supplements) and in no event shall the Trust,
the Indenture Trustee or the Series 2000-_ Noteholders be liable for the share
of the Servicing Fee to be paid by the Holders of the Transferor Certificates or
the noteholders of any other Series. To the extent that the Monthly Servicing
Fee is not paid in full pursuant to the preceding provisions of this Section
3.01, and Section 4.04, it shall be paid by the Holders of the Transferor
Certificates.
(b) Interchange. On or before each Determination Date, the
Servicer shall notify the Transferor of the amount of Interchange to be included
as Investor Finance Charge Collections with respect to the preceding Monthly
Period as determined pursuant to this subsection 3.01(b). Such amount of
Interchange shall be equal to the product of (i) the amount of Interchange
attributable to the Accounts, as reasonably estimated by the Servicer, and (ii)
the Investor Percentage with regard to Finance Charge Receivables. On each
Distribution Date, the Servicer shall deposit into the Collection Account, in
immediately available funds, the amount of Interchange to be so included as
Investor Finance Charge Collections with respect to the preceding Monthly Period
and such Interchange shall be treated as a portion of Investor Finance Charge
Collections for all purposes of this Indenture Supplement, the Indenture and the
Transfer and Servicing Agreement.
[END OF ARTICLE III]
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ARTICLE IV
Rights of Series 2000-_ Noteholders
and Allocation and Application of Collections
Section 4.01. Collections and Allocations.
(a) Allocations. Collections of Finance Charge Receivables and
Principal Receivables and Defaulted Receivables allocated to Series 2000-_
pursuant to Article VIII of the Indenture shall be allocated and distributed as
set forth in this Article.
(b) Payments to the Transferor. The Servicer shall on Deposit
Dates withdraw from the Collection Account and pay to the Holders of the
Transferor Certificates the following amounts:
(i) an amount equal to the Transferor Percentage for
the related Monthly Period of Collections of Finance Charge Receivables
to the extent such amount is deposited in the Collection Account; and
(ii) an amount equal to the Transferor Percentage for
the related Monthly Period of Collections of Principal Receivables
deposited in the Collection Account, if the Transferor Interest
(determined after giving effect to any Principal Receivables
transferred to the Trust on such Deposit Date) exceeds zero.
The withdrawals to be made from the Collection Account pursuant to this
subsection 4.01(b) do not apply to deposits into the Collection Account that do
not represent Collections, including payment of the purchase price for the
Receivables or the Notes pursuant to, respectively, Section 2.06 or 7.01 of the
Transfer and Servicing Agreement or Section 11.04 of the Indenture and payment
of the purchase price for the Series 2000-_ Notes pursuant to Section 7.01 of
this Indenture Supplement.
(c) Allocations to the Series 2000-_ Noteholders. The Servicer
shall, prior to the close of business on any Deposit Date, allocate to the
Series 2000-_ Noteholders the following amounts as set forth below:
(i) Allocations of Finance Charge Collections. The
Servicer shall allocate to the Series 2000-_ Noteholders and retain in
the Collection Account for application as provided herein an amount
equal to the product of (A) the Investor Percentage and (B) the
aggregate amount of Collections of Finance Charge Receivables deposited
in the Collection Account on such Deposit Date.
(ii) Allocations of Principal Collections. The
Servicer shall allocate to the Series 2000-_ Noteholders the following
amounts as set forth below:
(x) Allocations During the Revolving Period. During
the Revolving Period an amount equal to the product of (I) the
Investor Percentage and (II) the aggregate amount of
Collections of Principal Receivables deposited in the
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Collection Account on such Deposit Date, shall be allocated to
the Series 2000-_ Noteholders and shall be first, if any other
Principal Sharing Series in Group One is outstanding and in
its amortization period or accumulation period, retained in
the Collection Account for application, to the extent
necessary, as Shared Principal Collections to other Series in
Group One on the related Distribution Date, and second paid to
the Holders of the Transferor Certificates only if the
Transferor Interest on such Deposit Date is greater than the
Required Transferor Interest (after giving effect to all
Principal Receivables transferred to the Trust on such day)
and otherwise shall be deposited in the Special Funding
Account.
(y) Allocations During the Controlled Accumulation
Period. During the Controlled Accumulation Period an amount
equal to the product of (I) the Investor Percentage and (II)
the aggregate amount of Collections of Principal Receivables
deposited in the Collection Account on such Deposit Date (the
product for any such date is hereinafter referred to as a
"PERCENTAGE ALLOCATION") shall be allocated to the Series
2000-_ Noteholders and deposited in the Principal Funding
Account until applied as provided herein; provided, however,
that if the sum of such Percentage Allocation and all
preceding Percentage Allocations with respect to the same
Monthly Period exceeds the Controlled Deposit Amount during
the Controlled Accumulation Period for the related
Distribution Date, then such excess shall not be treated as a
Percentage Allocation and shall be first, if any other
Principal Sharing Series in Group One is outstanding and in
its amortization period or accumulation period, retained in
the Collection Account for application, to the extent
necessary, as Shared Principal Collections to other Series in
Group One on the related Distribution Date, and second paid to
the Holders of the Transferor Certificates only if the
Transferor Interest on such Deposit Date is greater than the
Required Transferor Interest (after giving effect to all
Principal Receivables transferred to the Trust on such day)
and otherwise shall be deposited in the Special Funding
Account.
(z) Allocations During the Early Amortization Period.
During the Early Amortization Period, an amount equal to the
product of (I) the Investor Percentage and (II) the aggregate
amount of Collections of Principal Receivables deposited in
the Collection Account on such Deposit Date, shall be
allocated to the Series 2000-_ Noteholders and retained in the
Collection Account until applied as provided herein; provided,
however, that after the date on which an amount of such
Collections equal to the Adjusted Invested Amount has been
deposited into the Collection Account and allocated to the
Series 2000-_ Noteholders, such amount shall be first, if any
other Principal Sharing Series in Group One is outstanding and
in its amortization period or accumulation period, retained in
the Collection Account for application, to the extent
necessary, as Shared Principal Collections to other Series in
Group One on the related Distribution Date, and second paid to
the Holders of the Transferor Certificates only if the
Transferor Interest on such date is greater than the Required
Transferor Interest (after giving effect to all Principal
Receivables transferred to the Trust on such day) and
otherwise shall be deposited in the Special Funding Account.
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Section 4.02. Determination of Monthly Interest.
(a) The amount of monthly interest ("CLASS A MONTHLY
INTEREST") distributable from the Collection Account with respect to the Class A
Notes on any Distribution Date shall be an amount equal to the product of (i)
(A) a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (B) the Class
A Note Interest Rate in effect with respect to the related Interest Period and
(ii) the Class A Note Principal Balance as of the close of business on the last
day of the preceding Monthly Period (or, with respect to the initial
Distribution Date, the Class A Note Initial Principal Balance).
On the Determination Date preceding each Distribution Date,
the Servicer shall determine the excess, if any (the "CLASS A INTEREST
SHORTFALL"), of (x) the Class A Monthly Interest for such Distribution Date over
(y) the aggregate amount of funds allocated and available to pay such Class A
Monthly Interest on such Distribution Date. If the Class A Interest Shortfall
with respect to any Distribution Date is greater than zero, on each subsequent
Distribution Date until such Class A Interest Shortfall is fully paid, an
additional amount ("CLASS A ADDITIONAL INTEREST") 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, times (ii) the Class A Note
Interest Rate in effect with respect to the related Interest Period times (iii)
such Class A Interest Shortfall (or the portion thereof which has not been paid
to the Class A Noteholders) shall be payable as provided herein with respect to
the Class A Notes. Notwithstanding anything to the contrary herein, Class A
Additional Interest shall be payable or distributed to the Class A Noteholders
only to the extent permitted by applicable law.
(b) The amount of monthly interest ("CLASS B MONTHLY
INTEREST") distributable from the Collection Account with respect to the Class B
Notes on any Distribution Date shall be an amount equal to the product of (i)
(A) a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (B) the Class
B Note Interest Rate in effect with respect to the related Interest Period and
(ii) the Class B Note Principal Balance as of the close of business on the last
day of the preceding Monthly Period (or, with respect to the initial
Distribution Date, the Class B Note Initial Principal Balance).
On the Determination Date preceding each Distribution Date,
the Servicer shall determine the excess, if any (the "CLASS B INTEREST
SHORTFALL"), of (x) the Class B Monthly Interest for such Distribution Date over
(y) the aggregate amount of funds allocated and available to pay such Class B
Monthly Interest on such Distribution Date. If the Class B Interest Shortfall
with respect to any Distribution Date is greater than zero, on each subsequent
Distribution Date until such Class B Interest Shortfall is fully paid, an
additional amount ("CLASS B ADDITIONAL INTEREST") 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, times (ii) the Class B Note
Interest Rate in effect with respect to the related Interest Period times (iii)
such Class B Interest Shortfall (or the portion thereof which has not been paid
to the Class B Noteholders) shall be payable as provided herein with respect to
the Class B Notes. Notwithstanding anything to the contrary herein, Class B
Additional Interest shall be payable or distributed to the Class B Noteholders
only to the extent permitted by applicable law.
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(c) The amount of monthly interest ("CLASS C MONTHLY
INTEREST") distributable from the Collection Account with respect to the Class C
Notes on any Distribution Date shall be an amount equal to the product of (i)
(A) a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (B) the Class
C Note Interest Rate in effect with respect to the related Interest Period and
(ii) the Class C Note Principal Balance as of the close of business on the last
day of the preceding Monthly Period (or, with respect to the initial
Distribution Date, the Class C Note Initial Principal Balance).
On the Determination Date preceding each Distribution Date,
the Servicer shall determine an amount (the "CLASS C INTEREST SHORTFALL") equal
to (x) the aggregate Class C Monthly Interest for such Distribution Date minus
(y) the aggregate amount of funds allocated and available to pay such Class C
Monthly Interest on such Distribution Date. If the Class C Interest Shortfall
with respect to any Distribution Date is greater than zero, on each subsequent
Distribution Date until such Class C Interest Shortfall is fully paid, an
additional amount ("CLASS C ADDITIONAL INTEREST") shall be payable as provided
herein with respect to the Class C Notes 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, times (ii) the Class C Note Interest
Rate in effect with respect to the related Interest Period times (iii) such
Class C Interest Shortfall (or the portion thereof which has not been paid to
the Class C Noteholders (after giving effect to the application of the proceeds
of any draw made on the Spread Account as provided in subsections 4.04(a)(iv)
and 4.11(c) for the purpose of paying such amount with respect to such
Distribution Date)). Notwithstanding anything to the contrary herein, Class C
Additional Interest shall be payable or distributed to the Class C Noteholders
only to the extent permitted by applicable law.
Section 4.03. Determination of Monthly Principal.
The amount of monthly principal distributable from the
Collection Account with respect to the Notes on each Distribution Date (the
"MONTHLY PRINCIPAL"), beginning with the Distribution Date in the month
following the month in which the Controlled Accumulation Period or, if earlier,
the Early Amortization Period, begins, shall be equal to the least of (i) the
Available Principal Collections on deposit in the Collection Account with
respect to such Distribution Date, (ii) for each Distribution Date with respect
to the Controlled Accumulation Period, the Controlled Deposit Amount for such
Distribution Date and (iii) the Adjusted Invested Amount (after taking into
account any adjustments to be made on such Distribution Date pursuant to
Sections 4.05 and 4.06) prior to any deposit into the Principal Funding Account
on such Distribution Date.
Section 4.04. Application of Available Finance Charge Collections and
Available Principal Collections. The Servicer shall apply, or shall cause the
Indenture Trustee to apply by written instruction to the Indenture Trustee, on
each Distribution Date, Available Finance Charge Collections and Available
Principal Collections on deposit in the Collection Account with respect to such
Distribution Date to make the following distributions:
(a) On each Distribution Date, an amount equal to the
Available Finance Charge Collections with respect to such Distribution Date will
be distributed or deposited in the following priority:
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(i) an amount equal to Class A Monthly Interest for
such Distribution Date, plus the amount of any Class A Monthly Interest
previously due but not distributed to Class A Noteholders on a prior
Distribution Date, plus the amount of any Class A Additional Interest
for such Distribution Date, plus the amount of any Class A Additional
Interest previously due but not distributed to Class A Noteholders on a
prior Distribution Date, shall be distributed to the Paying Agent for
payment to Class A Noteholders on such Distribution Date;
(ii) an amount equal to Class B Monthly Interest for
such Distribution Date, plus the amount of any Class B Monthly Interest
previously due but not distributed to Class B Noteholders on a prior
Distribution Date, plus the amount of any Class B Additional Interest
for such Distribution Date, plus the amount of any Class B Additional
Interest previously due but not distributed to Class B Noteholders on a
prior Distribution Date, shall be distributed to the Paying Agent for
payment to Class B Noteholders on such Distribution Date;
(iii) an amount equal to the Monthly Servicing Fee
for such Distribution Date, plus the amount of any Monthly Servicing
Fee previously due but not distributed to the Servicer on a prior
Distribution Date, shall be distributed to the Servicer (unless such
amount has been netted against deposits to the Collection Account in
accordance with Section 8.04 of the Indenture);
(iv) an amount equal to Class C Monthly Interest for
such Distribution Date, plus the amount of any Class C Monthly Interest
previously due but not distributed to the Class C Noteholders on a
prior Distribution Date, plus the amount of any Class C Additional
Interest for such Distribution Date, plus the amount of any Class C
Additional Interest previously due but not distributed to the Class C
Noteholders on a prior Distribution Date shall be distributed to the
Paying Agent for payment to the Class C Noteholders on such
Distribution Date; provided, however, that, in the event that the sum
of Class C Monthly Interest exceeds the amount of Available Finance
Charge Collections available (after giving effect to subsections
4.04(a)(i) through (iii) above) to fund such Class C Monthly Interest
and Class C Additional Interest, a draw will be made from amounts
available for distribution in the Spread Account (at the times and in
the amounts specified in Section 4.11) and shall be distributed to the
Paying Agent for payment to the Class C Noteholders on such
Distribution Date in accordance with this subsection 4.04(a)(iv);
(v) an amount equal to the Investor Default Amount,
if any, for such Distribution Date shall be treated as a portion of
Available Principal Collections for such Distribution Date;
(vi) an amount equal to the sum of the aggregate
amount of Investor Charge-Offs and the amount of Reallocated Principal
Collections which have not been previously reimbursed pursuant to this
subparagraph (vi) shall be treated as a portion of Available Principal
Collections for such Distribution Date;
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(vii) on each Distribution Date from and after the
Reserve Account Funding Date, but prior to the date on which the
Reserve Account terminates as described in subsection 4.10(f), an
amount up to the excess, if any, of the Required Reserve Account Amount
over the Available Reserve Account Amount shall be deposited into the
Reserve Account;
(viii) an amount equal to the amounts required to be
deposited in the Spread Account pursuant to Section 4.11 shall be
deposited into the Spread Account as provided in Section 4.11; and
(ix) the balance, if any, will constitute a portion
of Excess Finance Charge Collections for such Distribution Date and
will be available for allocation to other Series in Group One or to the
Holders of the Transferor Certificates as described in Section 8.08 of
the Indenture and Section 4.01.
(b) On each Distribution Date with respect to the Revolving
Period, an amount equal to the Available Principal Collections deposited in the
Collection Account for the related Monthly Period shall be treated as Shared
Principal Collections and applied in accordance with Section 8.05 of the
Indenture.
(c) On each Distribution Date with respect to the Controlled
Accumulation Period or the Early Amortization Period, an amount equal to the
Available Principal Collections deposited in the Collection Account for the
related Monthly Period shall be distributed or deposited in the following order
of priority:
(i) during the Controlled Accumulation Period, an
amount equal to the Monthly Principal for such Distribution Date shall
be deposited into the Principal Funding Account;
(ii) during the Early Amortization Period, an amount
equal to the Monthly Principal for such Distribution Date shall be
distributed to the Paying Agent for payment to the Class A Noteholders
on such Distribution Date and on each subsequent Distribution Date
until the Class A Note Principal Balance has been paid in full;
(iii) after giving effect to the distribution
referred to in clause (ii) above, during the Early Amortization Period,
an amount equal to the Monthly Principal remaining, if any, shall be
distributed to the Paying Agent for payment to the Class B Noteholders
on such Distribution Date and on each subsequent Distribution Date
until the Class B Note Principal Balance has been paid in full;
(iv) after giving effect to the distributions
referred to in clauses (ii) and (iii) above, during the Early
Amortization Period, an amount equal to the Monthly Principal
remaining, if any, shall be distributed to the Paying Agent for payment
to the Class C Noteholders on such Distribution Date and on each
subsequent Distribution Date until the Class C Note Principal Balance
has been paid in full; and
(v) in the case of each of the Controlled
Accumulation Period and the Early Amortization Period, the balance of
such Available Principal Collections remaining
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after application in accordance with clause (i) or (iv) above shall be
treated as Shared Principal Collections and applied in accordance with
Section 8.05 of the Indenture.
(d) On the earlier to occur of (i) the first Distribution Date
with respect to the Early Amortization Period and (ii) the Expected Final
Principal Payment Date, the Indenture Trustee, acting in accordance with
instructions from the Servicer, shall withdraw from the Principal Funding
Account and distribute to the Paying Agent for payment to the Class A
Noteholders, the Class B Noteholders and the Class C Noteholders, the amounts
deposited into the Principal Funding Account pursuant to subsection 4.04(c)(i).
(e) The Controlled Accumulation Period is scheduled to
commence at the close of business on [_____ __, 20__]; provided, however, that,
if the Accumulation Period Length (determined as described below) is less than
twelve (12) months, the date on which the Controlled Accumulation Period
actually commences will be delayed to the first Business Day of the month that
is the number of whole months prior to the Expected Final Principal Payment Date
at least equal to the Accumulation Period Length and, as a result, the number of
Monthly Periods in the Controlled Accumulation Period will at least equal the
Accumulation Period Length. On the Determination Date immediately preceding the
[_____ ____] Distribution Date, and each Determination Date thereafter until the
Controlled Accumulation Period begins, the Servicer will determine the
"ACCUMULATION PERIOD LENGTH" which will equal the number of whole months such
that the sum of the Accumulation Period Factors for each month during such
period will be equal to or greater than the Required Accumulation Factor Number;
provided, however, that the Accumulation Period Length will not be determined to
be less than one month; provided further, however, that the determination of the
Accumulation Period Length may be changed at any time if the Rating Agency
Condition is satisfied.
Section 4.05. Investor Charge-Offs. On each Determination Date, the
Servicer shall calculate the Investor Default Amount, if any, for the related
Distribution Date. If, on any Distribution Date, the Investor Default Amount for
such Distribution Date exceeds the amount of Available Finance Charge
Collections allocated with respect thereto pursuant to subsection 4.04(a)(v)
with respect to such Distribution Date, the Invested Amount (after giving effect
to any reductions for any Reallocated Principal Collections on such Distribution
Date) will be reduced by the amount of such excess, but not by more than the
lesser of the Investor Default Amount and the Invested Amount (after giving
effect to any reductions for any Reallocated Principal Collections on such
Distribution Date) for such Distribution Date (such reduction, an "INVESTOR
CHARGE-OFF").
Section 4.06. Reallocated Principal Collections. On each Distribution
Date, the Servicer shall apply, or shall cause the Indenture Trustee to apply,
Reallocated Principal Collections with respect to such Distribution Date, to
fund any deficiency pursuant to and in the priority set forth in subsections
4.04(a)(i), (ii) and (iii). On each Distribution Date, the Invested Amount shall
be reduced by the amount of Reallocated Principal Collections for such
Distribution Date.
Section 4.07. Excess Finance Charge Collections. Series 2000-_ shall be
an Excess Allocation Series with respect to Group One only. Subject to Section
8.08 of the Indenture, Excess Finance Charge Collections with respect to the
Excess Allocation Series in Group One
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for any Distribution Date will be allocated to Series 2000-_ in an amount equal
to the product of (x) the aggregate amount of Excess Finance Charge Collections
with respect to all the Excess Allocation Series in Group One for such
Distribution Date and (y) a fraction, the numerator of which is the Finance
Charge Shortfall for Series 2000-_ for such Distribution Date and the
denominator of which is the aggregate amount of Finance Charge Shortfalls for
all the Excess Allocation Series in Group One for such Distribution Date. The
"FINANCE CHARGE SHORTFALL" for Series 2000-_ 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 4.04(a)(i) through (viii) on such
Distribution Date over (b) the Investor Finance Charge Collections with respect
to such Distribution Date.
Section 4.08. Shared Principal Collections and Shared Transferor
Principal Collections.
(a) Subject to Section 8.05 of the Indenture, Shared Principal
Collections with respect to the Series in Group One for any Distribution Date
will be allocated to Series 2000-_ in an amount equal to the product of (x) the
aggregate amount of Shared Principal Collections with respect to all Principal
Sharing Series in Group One for such Distribution Date and (y) a fraction, the
numerator of which is the Series 2000-_ Principal Shortfall for such
Distribution Date and the denominator of which is the aggregate amount of
Principal Shortfalls for all the Series which are Principal Sharing Series in
Group One for such Distribution Date. The "SERIES 2000-_ PRINCIPAL SHORTFALL"
will be equal to (a) for any Distribution Date with respect to the Revolving
Period, zero, (b) for any Distribution Date with respect to the Controlled
Accumulation Period, the excess, if any, of the Controlled Deposit Amount with
respect to such Distribution Date over the amount of Available Principal
Collections for such Distribution Date (excluding any portion thereof
attributable to Shared Principal Collections or Shared Transferor Principal
Collections), and (c) for any Distribution Date with respect to the Early
Amortization Period, the excess, if any, of the Adjusted Invested Amount over
the amount of Available Principal Collections for such Distribution Date
(excluding any portion thereof attributable to Shared Principal Collections or
Shared Transferor Principal Collections).
(b) Subject to Section 8.08 of the Indenture, Shared
Transferor Principal Collections for any Distribution Date will be allocated to
Series 2000-_ in an amount equal to the product of (x) Shared Transferor
Principal Collections and (y) a fraction, the numerator of which is the Series
2000-_ Principal Shortfall and the denominator of which is the aggregate amount
of Principal Shortfalls (as defined in the related Indenture Supplements) for
all Series entitled to receive Shared Transferor Principal Collections for such
Distribution Date, in each case after applying Shared Principal Collections, if
any, to each such Series (including Series 2000-_).
Section 4.09. Principal Funding Account.
(a) The Indenture Trustee shall establish and maintain with an
Eligible Institution, which may be the Indenture Trustee in the name of the
Trust, on behalf of the Trust, for the benefit of the Series 2000-_ Noteholders,
a segregated trust account with the corporate trust department of such Eligible
Institution (the "PRINCIPAL FUNDING ACCOUNT"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Series 2000-_ Noteholders. The Indenture Trustee shall possess all right, title
and interest in all
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funds on deposit from time to time in the Principal Funding Account and in all
proceeds thereof. The Principal Funding Account shall be under the sole dominion
and control of the Indenture Trustee for the benefit of the Series 2000-_
Noteholders. If at any time the institution holding the Principal Funding
Account ceases to be an Eligible Institution, the Servicer shall notify the
Indenture Trustee, and the Indenture Trustee upon being notified (or the
Servicer on its behalf) shall, within ten (10) Business Days, establish a new
Principal Funding Account meeting the conditions specified above with an
Eligible Institution, and shall transfer any cash or any investments to such new
Principal Funding Account. The Indenture Trustee, at the direction of the
Servicer, shall (i) make withdrawals from the Principal Funding Account from
time to time, in the amounts and for the purposes set forth in this Indenture
Supplement, and (ii) on each Distribution Date (from and after the commencement
of the Controlled Accumulation Period) prior to the termination of the Principal
Funding Account, make deposits into the Principal Funding Account in the amounts
specified in, and otherwise in accordance with, subsection 4.04(c)(i).
(b) Funds on deposit in the Principal Funding Account shall be
invested at the direction of the Servicer by the Indenture Trustee in Eligible
Investments. Funds on deposit in the Principal Funding Account on any
Distribution Date, after giving effect to any withdrawals from the Principal
Funding Account on such Distribution Date, shall be invested in such investments
that will mature so that such funds will be available for withdrawal on or prior
to the following Distribution Date.
The Indenture Trustee shall hold such of the Eligible
Investments as consists of instruments, deposit accounts, negotiable documents,
money, goods, letters of credit, and advices of credit in the State of New York.
The Indenture Trustee shall hold such of the Eligible Investments as constitutes
investment property through a securities intermediary, which securities
intermediary shall agree with the Indenture Trustee that (a) such investment
property shall at all times be credited to a securities account of the Indenture
Trustee, (b) such securities intermediary shall treat the Indenture Trustee as
entitled to exercise the rights that comprise each financial asset credited to
such securities account, (c) all property credited to such securities account
shall be treated as a financial asset, (d) such securities intermediary shall
comply with entitlement orders originated by the Indenture Trustee without the
further consent of any other person or entity, (e) such securities intermediary
will not agree with any person or entity other than the Indenture Trustee to
comply with entitlement orders originated by such other person or entity, (f)
such securities accounts and the property credited thereto shall not be subject
to any lien, security interest or right of set-off in favor of such securities
intermediary or anyone claiming through it (other than the Indenture Trustee),
and (g) such agreement shall be governed by the laws of the State of New York.
Terms used in the preceding sentence that are defined in the New York UCC and
not otherwise defined herein shall have the meaning set forth in the New York
UCC.
On each Distribution Date with respect to the Controlled
Accumulation Period and on the first Distribution Date with respect to the Early
Amortization Period, the Indenture Trustee, acting at the Servicer's direction
given on or before such Distribution Date, shall transfer from the Principal
Funding Account to the Collection Account the Principal Funding Investment
Proceeds on deposit in the Principal Funding Account for application as
Available Finance Charge Collections in accordance with Section 4.04.
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Principal Funding Investment Proceeds (including reinvested
interest) shall not be considered part of the amounts on deposit in the
Principal Funding Account for purposes of this Indenture Supplement.
Section 4.10. Reserve Account.
(a) The Indenture Trustee shall establish and maintain with an
Eligible Institution, which may be the Indenture Trustee in the name of the
Trust, on behalf of the Trust, for the benefit of the Series 2000-_ Noteholders,
a segregated trust account with the corporate trust department of such Eligible
Institution (the "RESERVE ACCOUNT"), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the Series 2000-_
Noteholders. The Indenture Trustee shall possess all right, title and interest
in all funds on deposit from time to time in the Reserve Account and in all
proceeds thereof. The Reserve Account shall be under the sole dominion and
control of the Indenture Trustee for the benefit of the Series 2000-_
Noteholders. If at any time the institution holding the Reserve Account ceases
to be an Eligible Institution, the Servicer shall notify the Indenture Trustee,
and the Indenture Trustee upon being notified (or the Servicer on its behalf)
shall, within ten (10) Business Days, establish a new Reserve Account meeting
the conditions specified above with an Eligible Institution, and shall transfer
any cash or any investments to such new Reserve Account. The Indenture Trustee,
at the direction of the Servicer, shall (i) make withdrawals from the Reserve
Account from time to time in an amount up to the Available Reserve Account
Amount at such time, for the purposes set forth in this Indenture Supplement,
and (ii) on each Distribution Date (from and after the Reserve Account Funding
Date) prior to termination of the Reserve Account, make a deposit into the
Reserve Account in the amount specified in, and otherwise in accordance with,
subsection 4.04(a)(vii).
(b) Funds on deposit in the Reserve Account shall be invested
at the direction of the Servicer by the Indenture Trustee in Eligible
Investments. Funds on deposit in the Reserve Account on any Distribution Date,
after giving effect to any withdrawals from the Reserve Account on such
Distribution Date, shall be invested in such investments that will mature so
that such funds will be available for withdrawal on or prior to the following
Distribution Date.
The Indenture Trustee shall hold such of the Eligible
Investments as consists of instruments, deposit accounts, negotiable documents,
money, goods, letters of credit, and advices of credit in the State of New York.
The Indenture Trustee shall hold such of the Eligible Investments as constitutes
investment property through a securities intermediary, which securities
intermediary shall agree with the Indenture Trustee that (a) such investment
property shall at all times be credited to a securities account of the Indenture
Trustee, (b) such securities intermediary shall treat the Indenture Trustee as
entitled to exercise the rights that comprise each financial asset credited to
such securities account, (c) all property credited to such securities account
shall be treated as a financial asset, (d) such securities intermediary shall
comply with entitlement orders originated by the Indenture Trustee without the
further consent of any other person or entity, (e) such securities intermediary
will not agree with any person or entity other than the Indenture Trustee to
comply with entitlement orders originated by such other person or entity, (f)
such securities accounts and the property credited thereto shall not be subject
to any lien, security interest, or right of set-off in favor of such securities
intermediary or anyone claiming through it (other than the Indenture Trustee),
and (g) such agreement shall be governed
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by the laws of the State of New York. Terms used in the preceding sentence that
are defined in the New York UCC and not otherwise defined herein shall have the
meaning set forth in the New York UCC.
On each Distribution Date, all interest and earnings (net of
losses and investment expenses) accrued since the preceding Distribution Date on
funds on deposit in the Reserve Account shall be retained in the Reserve Account
(to the extent that the Available Reserve Account Amount is less than the
Required Reserve Account Amount) and the balance, if any, shall be deposited
into the Collection Account and included in Available Finance Charge Collections
for such Distribution Date. For purposes of determining the availability of
funds or the balance in the Reserve Account for any reason under this Indenture
Supplement, except as otherwise provided in the preceding sentence, investment
earnings on such funds shall be deemed not to be available or on deposit.
(c) On or before each Distribution Date with respect to the
Controlled Accumulation Period and on or before the first Distribution Date with
respect to the Early Amortization Period, the Servicer shall calculate the
Reserve Draw Amount; provided, however, that such amount will be reduced to the
extent that funds otherwise would be available for deposit in the Reserve
Account under Section 4.04(a)(vii) with respect to such Distribution Date.
(d) In the event that for any Distribution Date the Reserve
Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available
Reserve Account Amount, shall be withdrawn from the Reserve Account on such
Distribution Date by the Indenture Trustee (acting in accordance with the
instructions of the Servicer) and deposited into the Collection Account for
application as Available Finance Charge Collections for such Distribution Date.
(e) In the event that the Reserve Account Surplus on any
Distribution Date, after giving effect to all deposits to and withdrawals from
the Reserve Account with respect to such Distribution Date, is greater than
zero, the Indenture Trustee, acting in accordance with the instructions of the
Servicer, shall withdraw from the Reserve Account an amount equal to such
Reserve Account Surplus and (i) deposit such amounts in the Spread Account, to
the extent that funds on deposit in the Spread Account are less than the
Required Spread Account Amount, and (ii) distribute any such amounts remaining
after application pursuant to subsection 4.10(e)(i) to the holders of the
Transferor Certificates.
(f) Upon the earliest to occur of (i) the termination of the
Trust pursuant to Article VIII of the Trust Agreement, (ii) the first
Distribution Date relating to the Early Amortization Period and (iii) the
Expected Final Principal Payment Date, the Indenture Trustee, acting in
accordance with the instructions of the Servicer, after the prior payment of all
amounts owing to the Series 2000-_ Noteholders that are payable from the Reserve
Account as provided herein, shall withdraw from the Reserve Account all amounts,
if any, on deposit in the Reserve Account and (i) deposit such amounts in the
Spread Account, to the extent that funds on deposit in the Spread Account are
less than the Required Spread Account Amount, and (ii) distribute any such
amounts remaining after application pursuant to subsection 4.10(f)(i) to the
holders of the Transferor Certificates. The Reserve Account shall thereafter be
deemed to have terminated for purposes of this Indenture Supplement.
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Section 4.11. Spread Account.
(a) On or prior to the Closing Date, the Indenture Trustee
shall establish and maintain with an Eligible Institution, which may be the
Indenture Trustee in the name of the Trust, on behalf of the Trust, for the
benefit of the Class C Noteholders and the Transferor, a segregated account with
the corporate trust department of such Eligible Institution (the "SPREAD
ACCOUNT"), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Class C Noteholders and the Transferor.
Except as otherwise provided in this Section 4.11, the Indenture Trustee shall
possess all right, title and interest in all funds on deposit from time to time
in the Spread Account and in all proceeds thereof. The Spread Account shall be
under the sole dominion and control of the Indenture Trustee for the benefit of
the Class C Noteholders and the Servicer. If at any time the institution holding
the Spread Account ceases to be an Eligible Institution, the Servicer shall
notify the Indenture Trustee, and the Indenture Trustee upon being notified (or
the Servicer on its behalf) shall, within ten (10) Business Days (or such longer
period as to which the Rating Agencies may consent) establish a new Spread
Account meeting the conditions specified above with an Eligible Institution and
shall transfer any cash or any investments to such new Spread Account. The
Indenture Trustee, at the direction of the Servicer, shall (i) make withdrawals
from the Spread Account from time to time in an amount up to the Available
Spread Account Amount at such time, for the purposes set forth in this Indenture
Supplement, and (ii) on each Distribution Date prior to termination of the
Spread Account, make a deposit into the Spread Account in the amount specified
in, and otherwise in accordance with, subsection 4.11(e).
(b) Funds on deposit in the Spread Account shall be invested
at the direction of the Servicer by the Indenture Trustee in Eligible
Investments; provided, however, that, for purposes of the investment of funds on
deposit in the Spread Account, references in the definition of "Eligible
Investments" to a rating in the "highest rating category" shall be modified to
require a rating, from any one of the following Rating Agencies, of at least A-2
by Standard & Poor's, P-2 by ▇▇▇▇▇'▇ or (if such investment is rated by Fitch)
F2 by Fitch. Funds on deposit in the Spread Account on any Distribution Date,
after giving effect to any withdrawals from and deposits to the Spread Account
on such Distribution Date, shall be invested in such investments that will
mature so that such funds will be available for withdrawal on or prior to the
following Distribution Date.
The Indenture Trustee shall hold such of the Eligible
Investments as consists of instruments, deposit accounts, negotiable documents,
money, goods, letters of credit, and advices of credit in the State of New York.
The Indenture Trustee shall hold such of the Eligible Investments as constitutes
investment property through a securities intermediary, which securities
intermediary shall agree with the Indenture Trustee that (a) such investment
property shall at all times be credited to a securities account of the Indenture
Trustee, (b) such securities intermediary shall treat the Indenture Trustee as
entitled to exercise the rights that comprise each financial asset credited to
such securities account, (c) all property credited to such securities account
shall be treated as a financial asset, (d) such securities intermediary shall
comply with entitlement orders originated by the Indenture Trustee without the
further consent of any other person or entity, (e) such securities intermediary
will not agree with any person or entity other than the Indenture Trustee to
comply with entitlement orders originated by such other person or entity, (f)
such securities accounts and the property credited thereto shall not be subject
to any
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lien, security interest, or right of set-off in favor of such securities
intermediary or anyone claiming through it (other than the Indenture Trustee),
and (g) such agreement shall be governed by the laws of the State of New York.
Terms used in the preceding sentence that are defined in the New York UCC and
not otherwise defined herein shall have the meaning set forth in the New York
UCC. Except as permitted by this subsection 4.11(b), the Indenture Trustee shall
not hold Eligible Investments through an agent or a nominee.
On each Distribution Date (but subject to subsections 4.11(c)
and 4.11(d)), the Investment Earnings, if any, accrued since the preceding
Distribution Date on funds on deposit in the Spread Account shall be paid to the
Transferor by the Indenture Trustee. For purposes of determining the
availability of funds or the balance in the Spread Account for any reason under
this Indenture Supplement (subject to subsections 4.11(c) and 4.11(d)), all
Investment Earnings shall be deemed not to be available or on deposit.
(c) If, on any Distribution Date, the aggregate amount
available for distribution pursuant to subsection 4.04(a)(iv) is less than the
aggregate amount required to be distributed pursuant to subsection 4.04(a)(iv)
(without giving effect to any limitation based on Available Finance Charge
Collections), the Indenture Trustee, at the direction of the Servicer, shall
withdraw from the Spread Account the amount of such deficiency up to the
Available Spread Account Amount and, if the Available Spread Account Amount is
less than such deficiency, Investment Earnings credited to the Spread Account,
and deposit such amount in the Collection Account for payment to the Class C
Noteholders in respect of interest on the Class C Notes.
(d) On the Series 2000-_ Final Maturity Date, the Indenture
Trustee at the direction of the Servicer shall withdraw from the Spread Account
an amount equal to the lesser of (i) the Class C Note Principal Balance (after
any payments to be made pursuant to subsection 4.04(c) on such date) and (ii)
the Available Spread Account Amount and, if the Available Spread Account Amount
is not sufficient to reduce the Class C Note Principal Balance to zero,
Investment Earnings credited to the Spread Account up to the amount required to
reduce the Class C Note Principal Balance to zero, and the Indenture Trustee or
the Servicer shall deposit such amounts into the Collection Account for
distribution to the Class C Noteholders in accordance with subsection 5.02(e).
(e) On any day following the occurrence of an Event of Default
with respect to Series 2000-_ and acceleration of the maturity of the Series
2000-_ Notes pursuant to Section 5.03 of the Indenture, the Servicer shall
withdraw from the Spread Account an amount equal to the Available Spread Account
Amount and the Indenture Trustee or the Servicer shall deposit such amounts into
the Collection Account for distribution to the Class C Noteholders, the Class A
Noteholders and the Class B Noteholders, in that order of priority, in
accordance with Section 5.02, to fund any shortfalls in amounts owed to such
Noteholders.
(f) If on any Distribution Date, after giving effect to all
withdrawals from the Spread Account, the Available Spread Account Amount is less
than the Required Spread Account Amount then in effect, Available Finance Charge
Collections shall be deposited into the Spread Account under the circumstances
set forth in subsection 4.04(a)(viii) up to the amount of the Spread Account
Deficiency.
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(g) After the Spread Account Percentage has been increased
above zero pursuant to any of clauses (ii) through (v) of the definition
thereof, the Spread Account Percentage shall remain at that percentage until (a)
further increased to a higher required percentage specified in clauses (ii)
through (v) of the definition thereof or (b) the Distribution Date on which the
Quarterly Excess Spread Percentage has increased to a level above that for the
then current Spread Account Percentage, in which case the Spread Account
Percentage shall be decreased to the appropriate percentage in clauses (ii)
through (iv) of the definition thereof (or, if the Excess Spread Percentage is
greater than or equal to [___]%, the Spread Account Percentage shall be zero and
the Required Spread Account Amount shall be $0). Notwithstanding the foregoing,
if a Pay Out Event with respect to Series 2000-_ has occurred, the Spread
Account Percentage shall equal [___]% (as provided in the definition of Spread
Account Percentage) and shall no longer be subject to reduction.
(h) If on any Distribution Date, after giving effect to all
withdrawals from and deposits to the Spread Account, the amount on deposit in
the Spread Account would exceed the Required Spread Account Amount then in
effect, the Indenture Trustee shall, at the written direction of the Servicer,
release such excess to the Transferor. On the date on which the Class C Note
Principal Balance has been paid in full (including amounts to be paid to the
Class C Noteholders pursuant to subsection 4.11(d) above), the Indenture
Trustee, at the direction of the Servicer, shall withdraw from the Spread
Account all amounts then remaining in the Spread Account and pay such amounts to
the Transferor.
Section 4.12. [Determination of LIBOR].
[(a) On each LIBOR Determination Date, the Indenture Trustee
shall 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 appear on Telerate Page
3750, the rate for that LIBOR Determination Date shall 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 Indenture
Trustee shall request the principal London office of each of the Reference Banks
to provide a quotation of its rate. If at least two (2) such quotations are
provided, the rate for that LIBOR Determination Date shall be the arithmetic
mean of the quotations. If fewer than two (2) 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 Note Interest Rate, Class B Note Interest Rate
and Class C Note Interest Rate applicable to the then current and the
immediately preceding Interest Periods may be obtained by telephoning the
Indenture Trustee at its corporate trust office at (▇▇▇) ▇▇▇-▇▇▇▇ or such other
telephone number as shall be designated by the Indenture Trustee for such
purpose by prior written notice by the Indenture Trustee to each Series 2000-_
Noteholder from time to time.
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(c) On each LIBOR Determination Date, the Indenture Trustee
shall send to the Transferor by facsimile transmission, notification of LIBOR
for the following Interest Period.]
Section 4.13. Investment Instructions. Any investment instructions
required to be given to the Indenture Trustee pursuant to the terms hereof must
be given to the Indenture Trustee no later than 11:00 a.m., New York City time,
on the date such investment is to be made. In the event the Indenture Trustee
receives such investment instruction later than such time, the Indenture Trustee
may, but shall have no obligation to, make such investment. In the event the
Indenture Trustee is unable to make an investment required in an investment
instruction received by the Indenture Trustee after 10:00 a.m., New York City
time, on such day, such investment shall be made by the Indenture Trustee on the
next succeeding Business Day. In no event shall the Indenture Trustee be liable
for any investment not made pursuant to investment instructions received after
10:00 a.m., New York City time, on the day such investment is requested to be
made.
[END OF ARTICLE IV]
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ARTICLE V
Delivery of Series 2000-_ Notes;
Distributions; Reports to Series 2000-_ Noteholders
Section 5.01. Delivery and Payment for the Series 2000-_ Notes.
The Issuer shall execute and issue, and the Indenture Trustee
shall authenticate, the Series 2000-_ Notes in accordance with Section 2.03 of
the Indenture. The Indenture Trustee shall deliver the Series 2000-_ Notes to or
upon the order of the Trust when so authenticated.
Section 5.02. Distributions.
(a) On each Distribution Date, the Paying Agent shall
distribute to each Class A Noteholder of record on the related Record Date
(other than as provided in Section 11.02 of the Indenture) such Class A
Noteholder's pro rata share of the amounts held by the Paying Agent that are
allocated and available on such Distribution Date to pay interest on the Class A
Notes pursuant to this Indenture Supplement.
(b) On each Distribution Date, the Paying Agent shall
distribute to each Class A Noteholder of record on the related Record Date such
Class A Noteholder's pro rata share of the amounts held by the Paying Agent that
are allocated and available on such Distribution Date to pay principal of the
Class A Notes pursuant to this Indenture Supplement.
(c) On each Distribution Date, the Paying Agent shall
distribute to each Class B Noteholder of record on the related Record Date
(other than as provided in Section 11.02 of the Indenture) such Class B
Noteholder's pro rata share of the amounts held by the Paying Agent that are
allocated and available on such Distribution Date to pay interest on the Class B
Notes pursuant to this Indenture Supplement.
(d) On each Distribution Date, the Paying Agent shall
distribute to each Class B Noteholder of record on the related Record Date such
Class B Noteholder's pro rata share of the amounts held by the Paying Agent that
are allocated and available on such Distribution Date to pay principal of the
Class B Notes pursuant to this Indenture Supplement.
(e) On each Distribution Date, the Paying Agent shall
distribute to each Class C Noteholder of record on the related Record Date
(other than as provided in Section 11.02 of the Indenture) such Class C
Noteholder's pro rata share of the amounts held by the Paying Agent (including
amounts held by the Paying Agent with respect to amounts withdrawn from the
Spread Account (at the times and in the amounts specified in Section 4.11)) that
are allocated and available on such Distribution Date to pay interest on the
Class C Notes pursuant to this Indenture Supplement.
(f) On each Distribution Date, the Paying Agent shall
distribute to each Class C Noteholder of record on the related Record Date such
Class C Noteholder's pro rata share of
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the amounts held by the Paying Agent that are allocated and available on such
Distribution Date to pay principal of the Class C Notes pursuant to this
Indenture Supplement.
(g) The distributions to be made pursuant to this Section 5.02
are subject to the provisions of Sections 2.06, 6.01 and 7.01 of the Transfer
and Servicing Agreement, Section 11.02 of the Indenture and Section 7.01 of this
Indenture Supplement.
(h) Except as provided in Section 11.02 of the Indenture with
respect to a final distribution, distributions to Series 2000-_ Noteholders
hereunder shall be made by (i) check mailed to each Series 2000-_ Noteholder (at
such Noteholder's address as it appears in the Note Register), except that with
respect to any Series 2000-_ Notes registered in the name of the nominee of a
Clearing Agency, such distribution shall be made in immediately available funds
and (ii) without presentation or surrender of any Series 2000-_ Note or the
making of any notation thereon.
Section 5.03. Reports and Statements to Series 2000-_ Noteholders.
(a) On each Distribution Date, the Paying Agent, on behalf of
the Indenture Trustee, shall forward to each Series 2000-_ Noteholder a
statement substantially in the form of EXHIBIT C prepared by the Servicer.
(b) Not later than the second Business Day preceding each
Distribution Date, the Servicer shall deliver to the Owner Trustee, the
Indenture Trustee, the Paying Agent and each Rating Agency (i) a statement
substantially in the form of EXHIBIT C prepared by the Servicer and (ii) a
certificate of an Authorized Officer substantially in the form of EXHIBIT D;
provided that the Servicer may amend the form of EXHIBIT C and EXHIBIT D, from
time to time, with the consent of the Indenture Trustee.
(c) A copy of each statement or certificate provided pursuant
to paragraph (a) or (b) may be obtained by any Series 2000-_ Noteholder by a
request in writing to the Servicer.
(d) On or before January 31 of each calendar year, beginning
with calendar year 2001, the Paying Agent, on behalf of the Indenture Trustee,
shall furnish or cause to be furnished to each Person who at any time during the
preceding calendar year was a Series 2000-_ Noteholder, a statement prepared by
the Servicer containing the information which is required to be contained in the
statement to Series 2000-_ Noteholders, as set forth in paragraph (a) above,
aggregated for such calendar year or the applicable portion thereof during which
such Person was a Series 2000-_ Noteholder, together with other information as
is required to be provided by an issuer of indebtedness under the Code. Such
obligation of the Paying Agent shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the Paying
Agent pursuant to any requirements of the Code as from time to time in effect.
[END OF ARTICLE V]
32
37
ARTICLE VI
Series 2000-_ Pay Out Events
Section 6.01. Series 2000-_ Pay Out Events. If any one of the following
events shall occur with respect to the Series 2000-_ Notes:
(a) failure on the part of the Transferor (i) to make any
payment or deposit required to be made by the Transferor by the terms of the
Transfer and Servicing Agreement, the Indenture or this Indenture Supplement on
or before the date occurring five (5) Business Days after the date such payment
or deposit is required to be made therein or herein or (ii) duly to observe or
perform any other covenants or agreements of the Transferor set forth in the
Transfer and Servicing Agreement, the Indenture or this Indenture Supplement,
which failure has a material adverse effect on the Series 2000-_ Noteholders and
which continues unremedied for a period of sixty (60) days after the date on
which written notice of such failure, requiring the same to be remedied, shall
have been given to the Transferor by the Indenture Trustee, or to the Transferor
and the Indenture Trustee by any Holder of the Series 2000-_ Notes;
(b) any representation or warranty made by the Transferor in
the Transfer and Servicing Agreement, or any information contained in a computer
file or microfiche list required to be delivered by the Transferor pursuant to
Section 2.01 or subsection 2.09(h) of the Transfer and Servicing Agreement 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 sixty (60) days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Transferor by
the Indenture Trustee, or to the Transferor and the Indenture Trustee by any
Holder of the Series 2000-_ Notes and as a result of which the interests of the
Series 2000-_ Noteholders are materially and adversely affected for such period;
provided, however, that a Series 2000-_ Pay Out Event pursuant to this
subsection 6.01(b) shall not be deemed to have occurred hereunder if the
Transferor has accepted reassignment of the related Receivable, or all of such
Receivables, if applicable, during such period in accordance with the provisions
of the Transfer and Servicing Agreement;
(c) a failure by the Transferor to convey Receivables in
Additional Accounts or Participation Interests to the Trust within five (5)
Business Days after the day on which it is required to convey such Receivables
or Participation Interests pursuant to subsection 2.09(a) of the Transfer and
Servicing Agreement;
(d) any Servicer Default shall occur;
(e) the average of the Portfolio Yields for any three
consecutive Monthly Periods is reduced to a rate which is less than the average
of the Base Rates for such period;
(f) the Class A Note Principal Balance or the Class B Note
Principal Balance or the Class C Note Principal Balance shall not be paid in
full on the Expected Final Principal Payment Date; or
33
38
(g) without limiting the foregoing, the occurrence of an Event
of Default with respect to Series 2000-_ and acceleration of the maturity of the
Series 2000-_ Notes pursuant to Section 5.03 of the Indenture;
then, in the case of any event described in subparagraph (a), (b) or (d), after
the applicable grace period, if any, set forth in such subparagraphs, either the
Indenture Trustee or the Holders of Series 2000-_ Notes evidencing more than 50%
of the aggregate unpaid principal amount of Series 2000-_ Notes by notice then
given in writing to the Transferor and the Servicer (and to the Indenture
Trustee if given by the Series 2000-_ Noteholders) may declare that a "Series
Pay Out Event" with respect to Series 2000-_ (a "SERIES 2000-_ PAY OUT EVENT")
has occurred as of the date of such notice, and, in the case of any event
described in subparagraph (c), (e), (f) or (g), a Series 2000-_ Pay Out Event
shall occur without any notice or other action on the part of the Indenture
Trustee or the Series 2000-_ Noteholders immediately upon the occurrence of such
event.
[END OF ARTICLE VI]
34
39
ARTICLE VII
Redemption of Series 2000-_ Notes; Final Distributions; Series Termination
Section 7.01. Optional Redemption of Series 2000-_ Notes; Final
Distributions.
(a) On any day occurring on or after the date on which the
outstanding principal balance of the Series 2000-_ Notes is reduced to 5% or
less of the initial outstanding principal balance of Series 2000-_ Notes, the
Issuer shall have the option to redeem the Series 2000-_ Notes, at a purchase
price equal to (i) if such day is a Distribution Date, the Reassignment Amount
for such Distribution Date or (ii) if such day is not a Distribution Date, the
Reassignment Amount for the Distribution Date following such day.
(b) The Issuer shall give the Servicer and the Indenture
Trustee at least thirty (30) days prior written notice of the date on which the
Issuer intends to exercise such optional redemption. Not later than 12:00 noon,
New York City time, on such day the Issuer shall deposit into the Collection
Account in immediately available funds the excess of the Reassignment Amount
over the amount, if any, on deposit in the Principal Funding Account. Such
redemption option is subject to payment in full of the Reassignment Amount.
Following such deposit into the Collection Account in accordance with the
foregoing, the Invested Amount for Series 2000-_ shall be reduced to zero and
the Series 2000-_ Noteholders shall have no further security interest in the
Receivables. The Reassignment Amount shall be distributed as set forth in
subsection 7.01(d).
(c) (i) The amount to be paid by the Transferor with respect
to Series 2000-_ in connection with a reassignment of Receivables to
the Transferor pursuant to Section 2.06 of the Transfer and Servicing
Agreement shall equal the Reassignment Amount for the first
Distribution Date following the Monthly Period in which the
reassignment obligation arises under the Transfer and Servicing
Agreement.
(ii) The amount to be paid by the Transferor with
respect to Series 2000-_ in connection with a repurchase of the Notes
pursuant to Section 7.01 of the Transfer and Servicing Agreement shall
equal the Reassignment Amount for the Distribution Date of such
repurchase.
(d) With respect to the Reassignment Amount deposited into the
Collection Account pursuant to Section 7.01, the Indenture Trustee shall, in
accordance with the written direction of the Servicer, not later than 12:00
noon, New York City time, on the related Distribution Date, make deposits or
distributions of the following amounts (in the priority set forth below and, in
each case, after giving effect to any deposits and distributions otherwise to be
made on such date) in immediately available funds: (i) (x) the Class A Note
Principal Balance on such Distribution Date will be distributed to the Paying
Agent for payment to the Class A Noteholders and (y) an amount equal to the sum
of (A) Class A Monthly Interest for such Distribution Date, (B) any Class A
Monthly Interest previously due but not distributed to the Class A Noteholders
on a prior Distribution Date and (C) the amount of Class A Additional
35
40
Interest, if any, for such Distribution Date and any Class A Additional Interest
previously due but not distributed to the Class A Noteholders on any prior
Distribution Date, will be distributed to the Paying Agent for payment to the
Class A Noteholders, (ii) (x) the Class B Note Principal Balance on such
Distribution Date will be distributed to the Paying Agent for payment to the
Class B Noteholders and (y) an amount equal to the sum of (A) Class B Monthly
Interest for such Distribution Date, (B) any Class B Monthly Interest previously
due but not distributed to the Class B Noteholders on a prior Distribution Date
and (C) the amount of Class B Additional Interest, if any, for such Distribution
Date and any Class B Additional Interest previously due but not distributed to
the Class B Noteholders on any prior Distribution Date, will be distributed to
the Paying Agent for payment to the Class B Noteholders, (iii) (x) the Class C
Note Principal Balance on such Distribution Date will be distributed to the
Paying Agent for payment to the Class C Noteholders and (y) an amount equal to
the sum of (A) Class C Monthly Interest for such Distribution Date, (B) any
Class C Monthly Interest previously due but not distributed to the Class C
Noteholders on a prior Distribution Date and (C) the amount of Class C
Additional Interest, if any, for such Distribution Date and any Class C
Additional Interest previously due but not distributed to the Class C
Noteholders on any prior Distribution Date, will be distributed to the Paying
Agent for payment to the Class C Noteholders and (iv) any excess shall be
released to the Issuer.
(e) Notwithstanding anything to the contrary in this Indenture
Supplement, the Indenture or the Transfer and Servicing Agreement, all amounts
distributed to the Paying Agent pursuant to subsection 7.01(d) for payment to
the Series 2000-_ Noteholders shall be deemed distributed in full to the Series
2000-_ Noteholders on the date on which such funds are distributed to the Paying
Agent pursuant to this Section 7.01 and shall be deemed to be a final
distribution pursuant to Section 11.02 of the Indenture.
Section 7.02. Series Termination.
On the Series 2000-_ Final Maturity Date, the right of the
Series 2000-_ Noteholders to receive payments from the Issuer will be limited
solely to the right to receive payments pursuant to Section 5.05 of the
Indenture.
[END OF ARTICLE VII]
36
41
ARTICLE VIII
Miscellaneous Provisions
Section 8.01. Ratification of Indenture. As supplemented by this
Indenture Supplement, the Indenture is in all respects ratified and confirmed
and the Indenture as so supplemented by this Indenture Supplement shall be read,
taken and construed as one and the same instrument.
Section 8.02. Form of Delivery of the Series 2000-_ Notes.
The Series 2000-_ Notes shall be Book-Entry Notes and shall be
delivered as Registered Notes as provided in Section 2.01 of the Indenture.
Section 8.03. Counterparts. This Indenture Supplement may be executed
in two or more counterparts, and by different parties on separate counterparts,
each of which shall be an original, but all of which shall constitute one and
the same instrument.
Section 8.04. GOVERNING LAW. THIS INDENTURE SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
Section 8.05. Limitation of Liability. Notwithstanding any other
provision herein or elsewhere, this Agreement has been executed and delivered by
Wilmington Trust Company, not in its individual capacity, but solely in its
capacity as Owner Trustee of the Trust, in no event shall Wilmington Trust
Company in its individual capacity have any liability in respect of the
representations, warranties, or obligations of the Trust hereunder or under any
other document, as to all of which recourse shall be had solely to the assets of
the Trust, and for all purposes of this Agreement and each other document, the
Owner Trustee (as such or in its individual capacity) shall be subject to, and
entitled to the benefits of, the terms and provisions of the Trust Agreement.
[END OF ARTICLE VIII]
[SIGNATURE PAGE FOLLOWS]
37
42
IN WITNESS WHEREOF, the undersigned have caused this Indenture Supplement to be
duly executed and delivered by their respective duly authorized officers on the
day and year first above written.
ASSOCIATES CREDIT CARD MASTER NOTE TRUST,
as Issuer
By: Wilmington Trust Company,
not in its individual capacity,
but solely as Owner Trustee
By:
--------------------------------------
Name:
Title:
THE BANK OF NEW YORK,
as Indenture Trustee
By:
--------------------------------------
Name:
Title:
[Signature Page to Series 2000-_ Indenture Supplement]
38
43
Acknowledged and Accepted:
ASSOCIATES NATIONAL BANK (DELAWARE),
as Servicer
By:
----------------------------------
Name:
Title:
Acknowledged and Accepted:
ASSOCIATES CREDIT CARD RECEIVABLES CORP.,
as Transferor
By:
----------------------------------
Name:
Title:
[Signature Page to Series ▇▇▇▇-_ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇]
▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
) ss.:
COUNTY OF )
BEFORE ME, the undersigned authority, a Notary Public in and for said
County and State, on this day personally appeared ____________________ known to
me to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of the said New York
banking corporation and that she/he executed the same as the corporation for the
purpose and consideration therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ____ day of __________,
2000.
------------------------------
Notary Public
[Seal]
My commission expires:
--------------------------------
45
STATE OF DELAWARE )
) ss.:
COUNTY OF )
BEFORE ME, the undersigned authority, a Notary Public in and for said
County and State, on this day personally appeared _____________________ known to
me to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of the said Delaware
statutory business trust and that she/he executed the same as the corporation
for the purpose and consideration therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ____ day of __________,
2000.
------------------------------
Notary Public
[Seal]
My commission expires:
------------------------------
46
EXHIBIT A-1
FORM OF
CLASS A [FLOATING RATE] [ %] ASSET BACKED NOTE
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS 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.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES
THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER OR THE TRANSFEROR, OR
JOIN IN INSTITUTING AGAINST THE ISSUER OR THE TRANSFEROR, ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER
PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.
THE HOLDER OF THIS CLASS A NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH
HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS A NOTES AS
INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY,
INCOME.
A-1-1
47
INITIAL OUTSTANDING PRINCIPAL BALANCE
REGISTERED $__________(1/)
No. R-__ CUSIP NO. __________
ASSOCIATES CREDIT CARD MASTER NOTE TRUST
SERIES 2000-_
CLASS A [FLOATING RATE] [ %] ASSET BACKED NOTE
Associates Credit Card Master Note Trust (herein referred to as the
"ISSUER" or the "TRUST"), a Delaware statutory business trust governed by a
Trust Agreement dated as of April 1, 2000, for value received, hereby promises
to pay to _________________, or registered assigns, subject to the following
provisions, the principal sum of __________________ DOLLARS, or such greater or
lesser amount as determined in accordance with the Indenture, on the Series
2000-_ Final Maturity Date (which is the earlier to occur of (a) the
Distribution Date on which the Note Principal Balance is paid in full and (b)
the ___________ ____ Distribution Date), except as otherwise provided below or
in the Indenture. The Issuer will pay interest on the unpaid principal amount of
this Note at the Class A Note Interest Rate on each Distribution Date until the
principal amount of this Note is paid in full. Interest on this Note will accrue
for each Distribution Date from and including the most recent Distribution Date
on which interest has been paid to but excluding such Distribution Date or, for
the initial Distribution Date, from and including the Closing Date to but
excluding such Distribution Date. [Interest will be computed on the basis of a
360-day year and the actual number of days elapsed.] Principal of this Note
shall be paid in the manner specified on the reverse hereof.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred
to on the reverse hereof, or be valid for any purpose.
------------------------
(1/) Denominations of $1,000 and integral multiples of $1,000 in excess thereof.
A-1-2
48
IN WITNESS WHEREOF, the Issuer has caused this Class A Note to
be duly executed.
ASSOCIATES CREDIT CARD MASTER NOTE TRUST,
as Issuer
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as Owner
Trustee under the Trust Agreement
By:
-----------------------------------
Name:
Title:
Dated: ,
-------- -----
A-1-3
49
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Notes described in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Indenture Trustee
By:
-----------------------------
Authorized Signatory
A-1-4
50
ASSOCIATES CREDIT CARD MASTER NOTE TRUST
SERIES 2000-_
CLASS A [FLOATING RATE] [ %] ASSET BACKED NOTE
Summary of Terms and Conditions
This Class A Note is one of a duly authorized issue of Notes
of the Issuer, designated as Associates Credit Card Master Note Trust, Series
2000-_ (the "SERIES 2000-_ NOTES"), issued under a Master Indenture dated as of
__________ __, 2000 (the "MASTER INDENTURE"), between the Issuer and The Bank of
New York, as indenture trustee (the "INDENTURE TRUSTEE"), as supplemented by the
Indenture Supplement dated as of __________ __, 2000 (the "INDENTURE
SUPPLEMENT"), and representing the right to receive certain payments from the
Issuer. The term "Indenture," unless the context otherwise requires, refers to
the Master Indenture as supplemented by the Indenture Supplement. The Notes are
subject to all of the terms of the Indenture. All terms used in this Note that
are defined in the Indenture shall have the meanings assigned to them in or
pursuant to the Indenture. In the event of any conflict or inconsistency between
the Indenture and this Note, the Indenture shall control.
The Class B Notes and the Class C Notes will also be issued
under the Indenture.
The Noteholder, by its acceptance of this Note, agrees that it
will look solely to the property of the Trust allocated to the payment of this
Note for payment hereunder and that the Indenture Trustee is not liable to the
Noteholders for any amount payable under the Note or the Indenture or, except as
expressly provided in the Indenture, subject to any liability under the
Indenture.
This Note does not purport to summarize the Indenture and
reference is made to the Indenture for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Indenture Trustee.
The Class A Note Initial Principal Balance is
$[_____________]. The Class A Note Principal Balance on any date of
determination will be an amount equal to (a) the Class A Note Initial Principal
Balance, minus (b) the aggregate amount of principal payments made to the Class
A Noteholders on or prior to such date.
The Expected Final Principal Payment Date is the [________
________] Distribution Date, but principal with respect to the Class A Notes may
be paid earlier or later under certain circumstances described in the Indenture.
If for one or more months during the Controlled Accumulation Period there are
not sufficient funds to deposit into the Principal Funding Account the
Controlled Deposit Amount, then to the extent that excess funds are not
available on subsequent Distribution Dates with respect to the Controlled
Accumulation Period to make up for such shortfalls, the final payment of
principal of the Notes will occur later than the Expected Final Principal
Payment Date. Payments of principal of the Notes shall be payable in accordance
with the provisions of the Indenture.
A-1-5
51
Subject to the terms and conditions of the Indenture, the
Transferor may, from time to time, direct the Owner Trustee, on behalf of the
Trust, to issue one or more new Series of Notes.
On each Distribution Date, the Paying Agent shall distribute
to each Class A Noteholder of record on the related Record Date (except for the
final distribution in respect of this Class A Note) such Class A Noteholder's
pro rata share of the amounts held by the Paying Agent that are allocated and
available on such Distribution Date to pay interest and principal on the Class A
Notes pursuant to the Indenture Supplement. Except as provided in the Indenture
with respect to a final distribution, distributions to Series 2000-_ Noteholders
shall be made by (i) check mailed to each Series 2000-_ Noteholder (at such
Noteholder's address as it appears in the Note Register), except that with
respect to any Series 2000-_ Notes registered in the name of the nominee of a
Clearing Agency, such distribution shall be made in immediately available funds
and (ii) without presentation or surrender of any Series 2000-_ Note or the
making of any notation thereon. Final payment of this Class A Note will be made
only upon presentation and surrender of this Class A Note at the office or
agency specified in the notice of final distribution delivered by the Indenture
Trustee to the Series 2000-_ Noteholders in accordance with the Indenture.
On any day occurring on or after the date on which the
outstanding principal balance of the Series 2000-_ Notes is reduced to 5% or
less of the initial outstanding principal balance of the Series 2000-_ Notes,
the Issuer shall have the option to redeem the Series 2000-_ Notes, at a
purchase price equal to (i) if such day is a Distribution Date, the Reassignment
Amount for such Distribution Date or (ii) if such day is not a Distribution
Date, the Reassignment Amount for the Distribution Date following such day.
THIS CLASS A NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN
INTEREST IN, THE TRANSFEROR, ACCS, ANB OR ANY AFFILIATE OF ANY OF THEM AND IS
NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
Each Noteholder, by accepting a Note, hereby covenants and
agrees that it will not at any time institute against the Issuer or the
Transferor, or join in instituting against the Issuer or the Transferor, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or state bankruptcy or
similar law.
Except as otherwise provided in the Indenture Supplement, the
Class A Notes are issuable only in minimum denominations of $1,000 and integral
multiples of $1,000. The transfer of this Class A Note shall be registered in
the Note Register upon surrender of this Class A Note 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
Indenture Trustee or the Transfer Agent and Registrar, duly executed by the
Class A Noteholder or such Class A Noteholder's attorney, and duly authorized in
writing with such signature guaranteed, and thereupon one or more new Class A
Notes in any authorized denominations of like aggregate principal amount will be
issued to the designated transferee or transferees.
A-1-6
52
As provided in the Indenture and subject to certain
limitations therein set forth, Class A Notes are exchangeable for new Class A
Notes in any authorized denominations and of like aggregate principal amount,
upon surrender of such Notes to be exchanged at the office or agency of the
Transfer Agent and Registrar. No service charge may be imposed for any such
exchange but the Issuer 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 Issuer, the Transferor, the Indenture Trustee and any
agent of the Issuer, Transferor or the Indenture Trustee shall treat the person
in whose name this Class A Note is registered as the owner hereof for all
purposes, and neither the Issuer, the Transferor, the Indenture Trustee nor any
agent of the Issuer, Transferor or the Indenture Trustee shall be affected by
notice to the contrary.
THIS CLASS A NOTE 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.
A-1-7
53
ASSIGNMENT
Social Security or other identifying number of assignee ________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ______________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: (2)
------------- ------------------------
Signature Guaranteed:
------------------------
------------------
(2) NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
A-1-8
54
EXHIBIT A-2
FORM OF
CLASS B [FLOATING RATE] [ %] ASSET BACKED NOTE
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS 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.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES
THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER OR THE TRANSFEROR, OR
JOIN IN INSTITUTING AGAINST THE ISSUER OR THE TRANSFEROR, ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER
PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.
THE HOLDER OF THIS CLASS B NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH
HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS B NOTES AS
INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY,
INCOME.
A-2-1
55
REGISTERED $ (3)
----------
No. R- CUSIP NO.
--- ----------
ASSOCIATES CREDIT CARD MASTER NOTE TRUST
SERIES 2000-___
CLASS B [FLOATING RATE] [ %] ASSET BACKED NOTE
Associates Credit Card Master Note Trust (herein referred to as the
"ISSUER" or the "TRUST"), a Delaware statutory business trust governed by a
Trust Agreement dated as of April 1, 2000, for value received, hereby promises
to pay to _________________, or registered assigns, subject to the following
provisions, the principal sum of __________________ DOLLARS, or such greater or
lesser amount as determined in accordance with the Indenture, on the Series
2000-_ Final Maturity Date (which is the earlier to occur of (a) the
Distribution Date on which the Note Principal Balance is paid in full and (b)
the ___________ ____ Distribution Date), except as otherwise provided below or
in the Indenture. The Issuer will pay interest on the unpaid principal amount of
this Note at the Class B Note Interest Rate on each Distribution Date until the
principal amount of this Note is paid in full. Interest on this Note will accrue
for each Distribution Date from and including the most recent Distribution Date
on which interest has been paid to but excluding such Distribution Date or, for
the initial Distribution Date, from and including the Closing Date to but
excluding such Distribution Date. [Interest will be computed on the basis of a
360-day year and the actual number of days elapsed.] Principal of this Note
shall be paid in the manner specified on the reverse hereof.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Indenture Trustee, by manual signature, this
Note shall not be entitled to any benefit under the Indenture or the Indenture
Supplement referred to on the reverse hereof, or be valid for any purpose.
THIS CLASS B NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO
FUND PAYMENTS ON THE CLASS A NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE
SUPPLEMENT.
--------------------
(3) Denominations of $1,000 and integral multiples of $1,000 in excess thereof.
A-2-2
56
IN WITNESS WHEREOF, the Issuer has caused this Class B Note to
be duly executed.
ASSOCIATES CREDIT CARD MASTER NOTE TRUST,
as Issuer
By: WILMINGTON TRUST COMPANY, not in
its individual capacity but solely
as Owner Trustee under the Trust
Agreement
By:
----------------------------------
Name:
Title:
Dated: ,
-------- ----
A-2-3
57
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class B Notes described in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Indenture Trustee
By:
-----------------------------
Authorized Signatory
A-2-4
58
ASSOCIATES CREDIT CARD MASTER NOTE TRUST
SERIES 2000-
--
CLASS B [FLOATING RATE] [ %] ASSET BACKED NOTE
Summary of Terms and Conditions
This Class B Note is one of a duly authorized issue of Notes
of the Issuer, designated as Associates Credit Card Master Note Trust, Series
2000-_ (the "SERIES 2000-_ NOTES"), issued under a Master Indenture dated as of
April 1, 2000 (the "MASTER INDENTURE"), between the Issuer and The Bank of New
York, as indenture trustee (the "INDENTURE TRUSTEE"), as supplemented by the
Indenture Supplement dated as of __________ __, 2000 (the "INDENTURE
SUPPLEMENT"), and representing the right to receive certain payments from the
Issuer. The term "Indenture," unless the context otherwise requires, refers to
the Master Indenture as supplemented by the Indenture Supplement. The Notes are
subject to all of the terms of the Indenture. All terms used in this Note that
are defined in the Indenture shall have the meanings assigned to them in or
pursuant to the Indenture. In the event of any conflict or inconsistency between
the Indenture and this Note, the Indenture shall control.
The Class A Notes and the Class C Notes will also be issued
under the Indenture.
The Noteholder, by its acceptance of this Note, agrees that it
will look solely to the property of the Trust allocated to the payment of this
Note for payment hereunder and that the Indenture Trustee is not liable to the
Noteholders for any amount payable under the Note or the Indenture or, except as
expressly provided in the Indenture, subject to any liability under the
Indenture.
This Note does not purport to summarize the Indenture and
reference is made to the Indenture for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Indenture Trustee.
The Class B Note Initial Principal Balance is $[___________].
The Class B Note Principal Balance on any date of determination will be an
amount equal to (a) the Class B Note Initial Principal Balance, minus (b) the
aggregate amount of principal payments made to the Class B Noteholders on or
prior to such date.
The Expected Final Principal Payment Date is the [________
________] Distribution Date, but principal with respect to the Class B Notes may
be paid earlier or later under certain circumstances described in the Indenture.
If for one or more months during the Controlled Accumulation Period there are
not sufficient funds to deposit into the Principal Funding Account the
Controlled Deposit Amount, then to the extent that excess funds are not
available on subsequent Distribution Dates with respect to the Controlled
Accumulation Period to make up for such shortfalls, the final payment of
principal of the Notes will occur later than the Expected Final Principal
Payment Date. Payments of principal of the Notes shall be payable in accordance
with the provisions of the Indenture.
A-2-5
59
Subject to the terms and conditions of the Indenture, the
Transferor may, from time to time, direct the Owner Trustee, on behalf of the
Trust, to issue one or more new Series of Notes.
On each Distribution Date, the Paying Agent shall distribute
to each Class B Noteholder of record on the related Record Date (except for the
final distribution in respect of this Class B Note) such Class B Noteholder's
pro rata share of the amounts held by the Paying Agent that are allocated and
available on such Distribution Date to pay interest and principal on the Class B
Notes pursuant to the Indenture Supplement. Except as provided in the Indenture
with respect to a final distribution, distributions to Series 2000-_ Noteholders
shall be made by (i) check mailed to each Series 2000-_ Noteholder (at such
Noteholder's address as it appears in the Note Register), except that with
respect to any Series 2000-_ Notes registered in the name of the nominee of a
Clearing Agency, such distribution shall be made in immediately available funds
and (ii) without presentation or surrender of any Series 2000-_ Note or the
making of any notation thereon. Final payment of this Class B Note will be made
only upon presentation and surrender of this Class B Note at the office or
agency specified in the notice of final distribution delivered by the Indenture
Trustee to the Series 2000-_ Noteholders in accordance with the Indenture.
On any day occurring on or after the date on which the
outstanding principal balance of the Series 2000-_ Notes is reduced to 5% or
less of the initial outstanding principal balance of the Series 2000-_ Notes,
the Issuer shall have the option to redeem the Series 2000-_ Notes, at a
purchase price equal to (i) if such day is a Distribution Date, the Reassignment
Amount for such Distribution Date or (ii) if such day is not a Distribution
Date, the Reassignment Amount for the Distribution Date following such day.
THIS CLASS B NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN
INTEREST IN, THE TRANSFEROR, ACCS, ANB OR ANY AFFILIATE OF ANY OF THEM AND IS
NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
Each Noteholder, by accepting a Note, hereby covenants and
agrees that it will not at any time institute against the Issuer or the
Transferor, or join in instituting against the Issuer or the Transferor, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or state bankruptcy or
similar law.
Except as otherwise provided in the Indenture Supplement, the
Class B Notes are issuable only in minimum denominations of $1,000 and integral
multiples of $1,000. The transfer of this Class B Note shall be registered in
the Note Register upon surrender of this Class B Note 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
Indenture Trustee or the Transfer Agent and Registrar, duly executed by the
Class B Noteholder or such Class B Noteholder's attorney, and duly authorized in
writing with such signature guaranteed, and thereupon one or more new Class B
Notes in any authorized denominations of like aggregate principal amount will be
issued to the designated transferee or transferees.
A-2-6
60
As provided in the Indenture and subject to certain
limitations therein set forth, Class B Notes are exchangeable for new Class B
Notes in any authorized denominations and of like aggregate principal amount,
upon surrender of such Notes to be exchanged at the office or agency of the
Transfer Agent and Registrar. No service charge may be imposed for any such
exchange but the Issuer 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 Issuer, the Transferor, the Indenture Trustee and any
agent of the Issuer, the Transferor or the Indenture Trustee shall treat the
person in whose name this Class B Note is registered as the owner hereof for all
purposes, and neither the Issuer, the Transferor, the Indenture Trustee nor any
agent of the Issuer, the Transferor or the Indenture Trustee shall be affected
by notice to the contrary.
THIS CLASS B NOTE 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.
A-2-7
61
ASSIGNMENT
Social Security or other identifying number of assignee
--------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
-----------------------------------------------------------------
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: (4)
-----------------
Signature Guaranteed:
-------------------
--------------------
---------------------
(4) NOTE: The signature to this Assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
A-2-8
62
EXHIBIT A-3
FORM OF
CLASS C [FLOATING RATE] [ %] ASSET BACKED NOTE
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS 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.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES
THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER OR THE TRANSFEROR, OR
JOIN IN INSTITUTING AGAINST THE ISSUER OR THE TRANSFEROR, ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER
PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.
THE HOLDER OF THIS CLASS C NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH
HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS C NOTES AS
INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY,
INCOME.
A-3-1
63
REGISTERED $ (5)
----------
No. R- CUSIP NO.
--- ----------
ASSOCIATES CREDIT CARD MASTER NOTE TRUST
SERIES 2000-
--
CLASS C [FLOATING RATE] [ %] ASSET BACKED NOTE
Associates Credit Card Master Note Trust (herein referred to as the
"ISSUER" or the "TRUST"), a Delaware statutory business trust governed by a
Trust Agreement dated as of April 1, 2000, for value received, hereby promises
to pay to _________________, or registered assigns, subject to the following
provisions, the principal sum of __________________ DOLLARS, or such greater or
lesser amount as determined in accordance with the Indenture, on the Series
2000-_ Final Maturity Date (which is the earlier to occur of (a) the
Distribution Date on which the Note Principal Balance is paid in full and (b)
the __________ ____ Distribution Date), except as otherwise provided below or in
the Indenture. The Issuer will pay interest on the unpaid principal amount of
this Note at the Class C Note Interest Rate on each Distribution Date until the
principal amount of this Note is paid in full. Interest on this Note will accrue
for each Distribution Date from and including the most recent Distribution Date
on which interest has been paid to but excluding such Distribution Date or, for
the initial Distribution Date, from and including the Closing Date to but
excluding such Distribution Date. [Interest will be computed on the basis of a
360-day year and the actual number of days elapsed.] Principal of this Note
shall be paid in the manner specified on the reverse hereof.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Indenture Trustee, by manual signature, this
Note shall not be entitled to any benefit under the Indenture or the Indenture
Supplement referred to on the reverse hereof, or be valid for any purpose.
THIS CLASS C NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO
FUND PAYMENTS ON THE CLASS A AND CLASS B NOTES TO THE EXTENT SPECIFIED IN THE
INDENTURE SUPPLEMENT.
-------------------
(5) Denominations of $1,000 and integral multiples of $1,000 in excess thereof.
A-3-2
64
IN WITNESS WHEREOF, the Issuer has caused this Class C Note to
be duly executed.
ASSOCIATES CREDIT CARD MASTER NOTE TRUST,
as Issuer
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as
Owner Trustee under the Trust Agreement
By:
---------------------------------------
Name:
Title:
Dated: ,
-------- -----
A-3-3
65
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class C Notes described in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Indenture Trustee
By:
-----------------------------
Authorized Signatory
A-3-4
66
ASSOCIATES CREDIT CARD MASTER NOTE TRUST
SERIES 2000-
--
CLASS C [FLOATING RATE] [ %] ASSET BACKED NOTE
Summary of Terms and Conditions
This Class C Note is one of a duly authorized issue of Notes
of the Issuer, designated as Associates Credit Card Master Note Trust, Series
2000-_ (the "SERIES 2000-_ NOTES"), issued under a Master Indenture dated as of
April 1, 2000 (the "MASTER INDENTURE"), between the Issuer and The Bank of New
York, as indenture trustee (the "INDENTURE TRUSTEE"), as supplemented by the
Indenture Supplement dated as of __________ __, 2000 (the "INDENTURE
SUPPLEMENT"), and representing the right to receive certain payments from the
Issuer. The term "Indenture," unless the context otherwise requires, refers to
the Master Indenture as supplemented by the Indenture Supplement. The Notes are
subject to all of the terms of the Indenture. All terms used in this Note that
are defined in the Indenture shall have the meanings assigned to them in or
pursuant to the Indenture. In the event of any conflict or inconsistency between
the Indenture and this Note, the Indenture shall control.
The Class A Notes and the Class B Notes will also be issued
under the Indenture.
The Noteholder, by its acceptance of this Note, agrees that it
will look solely to the property of the Trust allocated to the payment of this
Note for payment hereunder and that the Indenture Trustee is not liable to the
Noteholders for any amount payable under the Note or the Indenture or, except as
expressly provided in the Indenture, subject to any liability under the
Indenture.
This Note does not purport to summarize the Indenture and
reference is made to the Indenture for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Indenture Trustee.
The Class C Note Initial Principal Balance is $[___________].
The Class C Note Principal Balance on any date of determination will be an
amount equal to (a) the Class C Note Initial Principal Balance, minus (b) the
aggregate amount of principal payments made to the Class C Noteholders on or
prior to such date.
The Expected Final Principal Payment Date is the [_________
________] Distribution Date, but principal with respect to the Class C Notes may
be paid earlier or later under certain circumstances described in the Indenture.
If for one or more months during the Controlled Accumulation Period there are
not sufficient funds to deposit into the Principal Funding Account the
Controlled Deposit Amount, then to the extent that excess funds are not
available on subsequent Distribution Dates with respect to the Controlled
Accumulation Period to make up for such shortfalls, the final payment of
principal of the Notes will occur later than the Expected Final Principal
Payment Date. Payments of principal of the Notes shall be payable in accordance
with the provisions of the Indenture.
A-3-5
67
Subject to the terms and conditions of the Indenture, the
Transferor may, from time to time, direct the Owner Trustee, on behalf of the
Trust, to issue one or more new Series of Notes.
On each Distribution Date, the Paying Agent shall distribute
to each Class C Noteholder of record on the related Record Date (except for the
final distribution in respect of this Class C Note) such Class C Noteholder's
pro rata share of the amounts held by the Paying Agent that are allocated and
available on such Distribution Date to pay interest and principal on the Class C
Notes pursuant to the Indenture Supplement. Except as provided in the Indenture
with respect to a final distribution, distributions to Series 2000-_ Noteholders
shall be made by (i) check mailed to each Series 2000-_ Noteholder (at such
Noteholder's address as it appears in the Note Register), except that with
respect to any Series 2000-_ Notes registered in the name of the nominee of a
Clearing Agency, such distribution shall be made in immediately available funds
and (ii) without presentation or surrender of any Series 2000-_ Note or the
making of any notation thereon. Final payment of this Class C Note will be made
only upon presentation and surrender of this Class C Note at the office or
agency specified in the notice of final distribution delivered by the Indenture
Trustee to the Series 2000-_ Noteholders in accordance with the Indenture.
On any day occurring on or after the date on which the
outstanding principal balance of the Series 2000-_ Notes is reduced to 5% or
less of the initial outstanding principal balance of the Series 2000-_ Notes,
the Issuer shall have the option to redeem the Series 2000-_ Notes, at a
purchase price equal to (i) if such day is a Distribution Date, the Reassignment
Amount for such Distribution Date or (ii) if such day is not a Distribution
Date, the Reassignment Amount for the Distribution Date following such day.
THIS CLASS C NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN
INTEREST IN, THE TRANSFEROR, ACCS, ANB OR ANY AFFILIATE OF ANY OF THEM AND IS
NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
Each Noteholder, by accepting a Note, hereby covenants and
agrees that it will not at any time institute against the Issuer or the
Transferor, or join in instituting against the Issuer or the Transferor, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or state bankruptcy or
similar law.
Except as otherwise provided in the Indenture Supplement, the
Class C Notes are issuable only in minimum denominations of $1,000 and integral
multiples of $1,000. The transfer of this Class C Note shall be registered in
the Note Register upon surrender of this Class C Note 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
Indenture Trustee or the Transfer Agent and Registrar, duly executed by the
Class C Noteholder or such Class C Noteholder's attorney, and duly authorized in
writing with such signature guaranteed, and thereupon one or more new Class C
Notes in any authorized denominations of like aggregate principal amount will be
issued to the designated transferee or transferees.
A-3-6
68
As provided in the Indenture and subject to certain
limitations therein set forth, Class C Notes are exchangeable for new Class C
Notes in any authorized denominations and of like aggregate principal amount,
upon surrender of such Notes to be exchanged at the office or agency of the
Transfer Agent and Registrar. No service charge may be imposed for any such
exchange but the Issuer 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 Issuer, the Transferor, the Indenture Trustee and any
agent of the Issuer, the Transferor or the Indenture Trustee shall treat the
person in whose name this Class C Note is registered as the owner hereof for all
purposes, and neither the Issuer, the Transferor, the Indenture Trustee nor any
agent of the Issuer, the Transferor or the Indenture Trustee shall be affected
by notice to the contrary.
THIS CLASS C NOTE 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.
A-3-7
69
ASSIGNMENT
Social Security or other identifying number of assignee
------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
-----------------------------------------------------------------
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: (6)
--------------------
Signature Guaranteed:
----------------------
--------------------
-----------------------
(6) NOTE: The signature to this Assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
A-3-8
70
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE INDENTURE TRUSTEE
------------------------------
ASSOCIATES CREDIT CARD MASTER NOTE TRUST
SERIES 2000-
--
------------------------------
The undersigned, a duly authorized representative of
Associates National Bank (Delaware) ("ANB"), as Servicer pursuant to the
Transfer and Servicing Agreement, dated as of April 1, 2000 (as amended and
supplemented, the "TRANSFER AND SERVICING AGREEMENT"), among ANB, Associates
Credit Card Receivables Corp. ("ACCR"), as Transferor and Associates Credit Card
Master Note Trust (the "TRUST"), does hereby certify as follows:
1. Capitalized terms used in this Certificate have their
respective meanings set forth in the Transfer and Servicing Agreement or the
Master Indenture, dated as of April 1, 2000 (as amended or supplemented, the
"MASTER INDENTURE"), between the Trust and The Bank of New York, as indenture
trustee (the "INDENTURE TRUSTEE") as supplemented by the Series 2000-_ Indenture
Supplement, dated as of __________ __, 2000, between the Trust and the Indenture
Trustee (as amended and supplemented, the "INDENTURE SUPPLEMENT"), as
applicable.
2. ANB is the Servicer.
3. The undersigned is an Authorized Officer of the Servicer.
I INSTRUCTION TO MAKE A WITHDRAWAL
Pursuant to subsection 4.04(a), the Servicer does hereby
instruct the Indenture Trustee (i) to make withdrawals from the Collection
Account on ___________, ____, which date is a Distribution Date under the
Indenture Supplement, in the aggregate amounts (equal to the Available Finance
Charge Collections) as set forth below in respect of the following amounts and
(ii) to apply the proceeds of such withdrawals in accordance with subsections
3.01(a) and 4.04(a):
A) Pursuant to subsection 3.01(a):
(1) Servicer Interchange.................... $_______
B) Pursuant to subsection 4.04(a)(i):
(1) Interest at the Class A Note Interest
Rate for the related Interest Period on the
outstanding principal balance of the Class A Notes... $_______
B-1
71
(2) Class A Monthly Interest previously
due but not paid.................................... $_______
(3) Class A Additional Interest and any
Class A Additional Interest previously due but not
paid................................................ $_______
C) Pursuant to subsection 4.04(a)(ii):
(1) Interest at the Class B Note Interest
Rate for the related Interest Period on the
outstanding principal balance of the Class B Notes.. $_______
(2) Class B Monthly Interest previously
due but not paid.................................... $_______
(3) Class B Additional Interest and any
Class B Additional Interest previously due but not
paid................................................ $_______
D) Pursuant to subsection 4.04(a)(iii):
(1) The Noteholder Servicing Fee for such
Distribution Date................................... $_______
(2) Accrued and unpaid Noteholder
Servicing Fees...................................... $_______
E) Pursuant to subsection 4.04(a)(iv):
(1) Interest at the Class C Note Interest
Rate for the related Interest Period on the
outstanding principal balance of the Class C Notes.. $_______
(2) Class C Monthly Interest previously
due but not paid.................................... $_______
(3) Class C Additional Interest and any
Class C Additional Interest previously due but not
paid................................................ $_______
F) Pursuant to subsection 4.04(a)(v):
(1) Investor Default Amount for such
Distribution Date to be treated as Available
Principal Collections............................... $_______
G) Pursuant to subsection 4.04(a)(vi):
(1) Aggregate amount of Investor
Charge-Offs and Reallocated Principal Collections
not previously reimbursed to be treated as
Available Principal Collections..................... $_______
H) Pursuant to subsection 4.04(a)(vii):
(1) An amount equal to the amounts to be
deposited in the Reserve Account to be deposited
in the Reserve Account.............................. $_______
B-2
72
I) Pursuant to subsection 4.04(a)(viii):
(1) An amount equal to the amounts to be
deposited in the Spread Account to be deposited in
the Spread Account.................................. $_______
Pursuant to subsections 4.04(b) and (c), the Servicer hereby
instructs the Indenture Trustee (i) to make withdrawals from the Collection
Account on ____________, which date is a Distribution Date under the Indenture
Supplement, in the aggregate amounts (equal to the Available Principal
Collections) as set forth below in respect of the following amounts and (ii) to
apply the proceeds of such withdrawals in accordance with subsections 4.04(b)
and (c):
A) Pursuant to subsection 4.04(b):
(1) Amount equal to Available Principal
Collections to be treated as Shared Principal
Collections........................................ $_______
B) Pursuant to subsection 4.04(c)(i):
(1) During Controlled Accumulation
Period, Monthly Principal for such Distribution
Date deposited into the Principal Funding Account.. $_______
C) Pursuant to subsection 4.04(c)(ii):
(1) During Early Amortization Period,
Monthly Principal for such Distribution Date to
Class A Notes until Class A Notes paid in full..... $_______
D) Pursuant to subsection 4.04(c)(iii):
(1) After giving effect to clause (C)
above, during Early Amortization Period, if any
remaining Monthly Principal, to Class B Notes
until Class B Notes paid in full................... $_______
E) Pursuant to subsection 4.04(c)(iv):
(1) After giving effect to clauses (C)
and (D) above, during Early Amortization Period,
if any remaining Monthly Principal, to Class C
Notes until Class C Notes paid in full............. $_______
F) Pursuant to subsection 4.04(c)(v):
(1) Amount, if any, remaining after
giving effect to clauses (B) or (E) above, to be
treated as Shared Principal Collections............ $_______
Pursuant to Section 4.06, the Servicer does hereby instruct
the Indenture Trustee to apply on __________, which is a Distribution Date under
the Indenture Supplement, any Reallocated Principal Collections for such
Distribution Date in amount equal
B-3
73
to excess of (i) the sum of (a) the Class A Required Amount, (b) the Class B
Required Amount and (c) the Servicing Fee Required Amount over (ii) Available
Finance Charge Collections for related Monthly Period.
II. INSTRUCTION TO MAKE CERTAIN PAYMENTS
Pursuant to Section 5.02, the Servicer does hereby instruct
the Indenture Trustee or the Paying Agent, as the case may be, to pay in
accordance with Section 5.02 from the Collection Account or the Principal
Funding Account, as applicable, on __________, which date is a Distribution Date
under the Indenture Supplement, the following amounts as set forth below:
A) Pursuant to subsection 5.02(a):
Interest to be distributed to Class A Noteholders... $_________
B) Pursuant to subsection 5.02(b):
Principal to be distributed to Class A Noteholders.. $_________
C) Pursuant to subsection 5.02(c):
Interest to be distributed to Class B Noteholders... $_________
D) Pursuant to subsection 5.02(d):
Principal to be distributed to Class B Noteholders.. $_________
E) Pursuant to subsection 5.02(e):
Interest to be distributed to Class C Noteholders
(including amounts from the Spread Account)......... $_________
F) Pursuant to subsection 5.02(f):
Principal to be distributed to Class C Noteholders.. $_________
B-4
74
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate this ____ day of _________, ____.
ASSOCIATES NATIONAL BANK (DELAWARE)
By:
-----------------------------------
Name:
Title:
B-5
75
EXHIBIT C
FORM OF MONTHLY STATEMENT
ASSOCIATES CREDIT CARD MASTER NOTE TRUST
SERIES 2000-
--
Pursuant to the Master Indenture, dated as of April 1, 2000
(as amended and supplemented, the "MASTER INDENTURE"), between Associates Credit
Card Master Note Trust (the "TRUST") and The Bank of New York, as indenture
trustee (the "INDENTURE TRUSTEE"), as supplemented by the Series 2000-_
Indenture Supplement, dated as of __________ __, 2000 (the "INDENTURE
SUPPLEMENT"), between the Trust and the Indenture Trustee, Associates National
Bank (Delaware), as Servicer (the "SERVICER") under the Transfer and Servicing
Agreement, dated as of April 1, 2000 (the "TRANSFER AND SERVICING AGREEMENT")
among Associates Credit Card Receivables Corp., as Transferor, the Servicer and
the Trust, is required to prepare certain information each month regarding
current distributions to the Series 2000-_ Noteholders and the performance of
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. Capitalized terms used in this Monthly Statement have their respective
meanings set forth in the Master Indenture and the Indenture Supplement.
A) Information regarding distributions in
respect of the Class A Notes
(1) The total amount of the distribution
in respect of Class A Notes....................... $__________
(2) The amount of the distribution set
forth in paragraph 1 above in respect of
interest on the Class A Notes..................... $__________
(3) The amount of the distribution set
forth in paragraph 1 above in respect of
principal of the Class A Notes.................... $__________
B) Information regarding distributions in
respect of the Class B Notes
(1) The total amount of the distribution
in respect of Class B Notes....................... $__________
(2) The amount of the distribution set
forth in paragraph 1 above in respect of
interest on the Class B Notes..................... $__________
(3) The amount of the distribution set
forth in paragraph 1 above in respect of
principal of the Class B Notes.................... $__________
C-1
76
C) Information regarding distributions in
respect of the Class C Notes
(1) The total amount of the distribution
in respect of Class C Notes....................... $__________
(2) The amount of the distribution set
forth in paragraph 1 above in respect of
interest on the Class C Notes..................... $__________
(3) The amount of the distribution set
forth in paragraph 1 above in respect of
principal of the Class C Notes.................... $__________
RECEIVABLES --
Beginning of the Month Principal Receivables: $_________
Beginning of the Month Finance Charge Receivables: $_________
Beginning of the Month Discounted Receivables: $_________
Beginning of the Month Total Receivables: $_________
Removed Principal Receivables: $_________
Removed Finance Charge Receivables: $_________
Removed Total Receivables: $_________
Additional Principal Receivables: $_________
Additional Finance Charge Receivables: $_________
Additional Total Receivables: $_________
Discounted Receivables Generated this Period: $_________
End of the Month Principal Receivables: $_________
End of the Month Finance Charge Receivables: $_________
End of the Month Discounted Receivables: $_________
End of the Month Total Receivables: $_________
Special Funding Account Balance: $_________
Aggregate Principal Balance (all Series): $_________
End of the Month Transferor Interest: $_________
▇-▇
▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ --
▇▇▇ of the Month Delinquencies: RECEIVABLES
-----------
31-60 Days Delinquent $_________
61-90 Days Delinquent $_________
91+ Days Delinquent $_________
Total 31+ Days Delinquent $_________
Defaulted Receivables During the Month $_________
NOTE PRINCIPAL BALANCES --
Class A Note Principal Balance $_________
Class B Note Principal Balance $_________
Class C Note Principal Balance $_________
INITIAL INVESTED AMOUNT $_________
NOTEHOLDER SERVICING FEE $_________
INVESTOR DEFAULT AMOUNT $_________
INVESTOR CHARGE-OFFS $_________
SERIES 2000-_ INFORMATION
FLOATING INVESTOR PERCENTAGE _________%
FIXED INVESTOR PERCENTAGE _________%
AVAILABLE FINANCE CHARGE COLLECTIONS $_________
INVESTOR DEFAULT AMOUNT $_________
NOTEHOLDER SERVICING FEES $_________
AVAILABLE PRINCIPAL COLLECTIONS $_________
C-3
78
REQUIRED TRANSFEROR INTEREST $_________
EXCESS FINANCE CHARGE COLLECTIONS $_________
SHARED PRINCIPAL COLLECTIONS $_________
APPLICATION OF COLLECTIONS --
CLASS A MONTHLY INTEREST $__________
CLASS B MONTHLY INTEREST $__________
NOTEHOLDER SERVICING FEE $__________
CLASS C MONTHLY INTEREST $__________
INVESTOR DEFAULT AMOUNT $__________
INVESTOR CHARGE OFFS AND
REALLOCATED PRINCIPAL COLLECTIONS
NOT PREVIOUSLY REIMBURSED $__________
AMOUNTS TO BE DEPOSITED IN THE
RESERVE ACCOUNT $__________
AMOUNTS TO BE DEPOSITED IN THE
SPREAD ACCOUNT $__________
EXCESS FINANCE CHARGES COLLECTIONS
TOTAL EXCESS FINANCE CHARGE COLLECTIONS FOR ALL ALLOCATION SERIES $__________
YIELD AND BASE RATE --
Base Rate (Current Month) _________%
Base Rate (Prior Month) _________%
Base Rate (Two Months Ago) _________%
THREE MONTH AVERAGE BASE RATE _________%
Portfolio Yield (Current Month) _________%
Portfolio Yield (Prior Month) _________%
Portfolio Yield (Two Months Ago) _________%
THREE MONTH AVERAGE PORTFOLIO YIELD _________%
C-4
79
PRINCIPAL COLLECTIONS --
MONTHLY PRINCIPAL _________%
SERIES 2000-_ PRINCIPAL SHORTFALL $_________
SHARED PRINCIPAL COLLECTIONS ALLOCABLE FROM OTHER PRINCIPAL SHARING SERIES $_________
INVESTOR CHARGE OFFS AND REDUCTIONS
INVESTOR CHARGE OFFS $_________
REDUCTIONS IN INVESTED AMOUNT (OTHER THAN BY PRINCIPAL PAYMENTS) $_________
PREVIOUS REDUCTIONS IN INVESTED AMOUNT REIMBURSED $_________
------------------------------------
as Paying Agent
By:
--------------------------------
Name:
Title:
C-5
80
EXHIBIT D
FORM OF MONTHLY SERVICER'S CERTIFICATE
ASSOCIATES NATIONAL BANK (DELAWARE)
ASSOCIATES CREDIT CARD MASTER NOTE TRUST
SERIES 2000-
--
The undersigned, a duly authorized representative of
Associates National Bank (Delaware) ("ANB"), as Servicer pursuant to the
Transfer and Servicing Agreement, dated as of April 1, 2000 (as amended and
supplemented, the "TRANSFER AND SERVICING AGREEMENT"), among ANB, Associates
Credit Card Receivables Corp. ("ACCR"), as Transferor and Associates Credit Card
Master Note Trust (the "TRUST"), does hereby certify as follows:
Capitalized terms used in this Certificate have their
respective meanings set forth in the Transfer and Servicing Agreement
or the Master Indenture, dated as of April 1, 2000 (as amended or
supplemented, the "MASTER INDENTURE"), between the Trust and The Bank
of New York, as indenture trustee (the "INDENTURE TRUSTEE") as
supplemented by the Series 2000-_ Indenture Supplement, dated as of
__________ __, 2000, between the Trust and the Indenture Trustee (as
amended and supplemented, the "INDENTURE SUPPLEMENT" and together with
the Master Indenture, the "INDENTURE"), as applicable.
ANB is, as of the date hereof, the Servicer under the Transfer
and Servicing Agreement.
The undersigned is an Authorized Officer of the Servicer.
This Certificate relates to the Distribution Date occurring on
__________ ____, 200_.
As of the date hereof, to the best knowledge of the
undersigned, the Servicer has performed in all material respects all
its obligations under the Transfer and Servicing Agreement and the
Indenture through the Monthly Period preceding such Distribution Date
[or, if there has been a default in the performance of any such
obligation, set forth in detail the (i) nature of such default, (ii)
the action taken by the Servicer, if any, to remedy such default and
(iii) the current status of each such default]; if applicable, insert
"None".
As of the date hereof, to the best knowledge of the
undersigned, no Pay Out Event occurred on or prior to such Distribution
Date.
81
IN WITNESS WHEREOF, the undersigned has duly executed and
delivered this Certificate this ____ day of ____, ____.
ASSOCIATES NATIONAL BANK (DELAWARE),
Servicer
By:
--------------------------------
Name:
Title:
D-2