EXHIBIT 4.5
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NATIONAL CITY CREDIT CARD MASTER NOTE TRUST
as Issuer
and
THE BANK OF NEW YORK
as Indenture Trustee
FORM OF
SERIES 2005-[-] INDENTURE SUPPLEMENT
dated as of ________ __, 200[-]
to
INDENTURE
dated as of ________ __, 200[-]
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TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01. Definitions.............................................................................. 1
Section 1.02. Governing Law............................................................................ 11
Section 1.03. Counterparts............................................................................. 11
Section 1.04. Ratification of Indenture................................................................ 11
ARTICLE II
THE NOTES
Section 2.01. Creation and Designation................................................................. 12
Section 2.02. Form of Delivery of Series 2005-[-] Notes; Depository; Denominations..................... 12
Section 2.03. Delivery and Payment for the Series 2005-[-] Notes....................................... 12
ARTICLE III
ALLOCATIONS, DEPOSITS AND PAYMENTS
Section 3.01. Allocations of Series 2005-[-] Finance Charge Amounts.................................... 13
Section 3.02. Determination of Monthly Interest........................................................ 14
Section 3.03. Amounts to be Treated as Series 2005-[-] Finance Charge Amounts; Other
Deposits to the Collection Account....................................................... 15
Section 3.04. Allocations of Reductions from Investor Charge-Offs to the Nominal Liquidation
Amount due to Investor Charge-Offs....................................................... 16
Section 3.05. Allocations of Reimbursements of Nominal Liquidation Amount Deficits..................... 16
Section 3.06. Application of Series 2005-[-] Available Principal Amounts............................... 17
Section 3.07. Computation of Reductions to the Nominal Liquidation Amount from Reallocations
of Series 2005-[-] Available Principal Amounts........................................... 18
Section 3.08. Targeted Deposits of Series 2005-[-] Available Principal Amounts to the
Principal Funding Account................................................................ 18
Section 3.09. Amounts to be Treated as Series 2005-[-] Available Principal Amounts; Other
Deposits to the Principal Funding Account................................................ 18
Section 3.10. Withdrawals from Principal Funding Account............................................... 19
Section 3.11. Calculation of Nominal Liquidation Amount................................................ 20
Section 3.12. Sale of Receivables...................................................................... 20
Section 3.13. Targeted Deposits to the Spread Account.................................................. 22
Section 3.14. Withdrawals from the Spread Account...................................................... 23
Section 3.15. Targeted Deposits to the Reserve Account................................................. 23
Section 3.16. Withdrawals from the Reserve Account..................................................... 23
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TABLE OF CONTENTS
(CONTINUED)
PAGE
Section 3.17. Excess Finance Charge Amounts Sharing................................................... 24
Section 3.18. Excess Principal Amount Sharing......................................................... 24
Section 3.19. Payments of Interest and Principal...................................................... 24
Section 3.20. Calculation Agent; Determination of LIBOR............................................... 25
ARTICLE IV
EARLY REDEMPTION OF NOTES
Section 4.01. Early Redemption Events.................................................................. 27
ARTICLE V
ACCOUNTS AND INVESTMENTS
Section 5.01. Accounts................................................................................. 28
ARTICLE VI
ACCOUNTS AND INVESTMENTS
Section 6.01. Representations and Warranties........................................................... 29
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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] SERIES 2005-[-] SCHEDULE TO PAYMENT INSTRUCTIONS
EXHIBIT C [FORM OF] SERIES 2005-[-] SCHEDULE TO MONTHLY NOTEHOLDERS'
STATEMENT
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This SERIES 2005-[-] INDENTURE SUPPLEMENT (this "Indenture
Supplement"), by and between NATIONAL CITY CREDIT CARD MASTER NOTE TRUST, a
statutory trust created under the laws of the State of Delaware (the "Issuer"),
having its principal office at ▇▇▇▇▇▇ Square North, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and THE BANK OF NEW YORK, a New York banking
corporation ( the "Indenture Trustee"), is made and entered into as of ________
__, 200[o].
Pursuant to this Indenture Supplement, the Issuer and the Trust
shall create a new series of Notes and shall specify the principal terms
thereof.
ARTICLE I
Definitions and Other Provisions of General Application
Section 1.01. Definitions. For all purposes of this Indenture Supplement,
except as otherwise expressly provided or unless the context otherwise requires:
(1) the terms defined in this Article have the meanings assigned
to them in this Article, and include the plural as well as the
singular;
(2) all other terms used herein which are defined in the
Indenture, either directly or by reference therein, have the
meanings assigned to them therein;
(3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally
accepted accounting principles and, except as otherwise herein
expressly provided, the term "generally accepted accounting
principles" with respect to any computation required or
permitted hereunder shall mean such accounting principles as
are generally accepted in the United States of America at the
date of such computation;
(4) all references in this Indenture to designated "Articles,"
"Sections" and other subdivisions are to the designated
Articles, Sections and other subdivisions of this Indenture
Supplement as originally executed. The words "herein,"
"hereof" and "hereunder" and other words of similar import
refer to this Indenture Supplement as a whole and not to any
particular Article, Section or other subdivision;
(5) 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;
(6) each capitalized term defined herein shall relate only to the
Series 2005-[-] Notes and no other Series of Notes issued by
the Issuer; and
(7) "including" and words of similar import will be deemed to be
followed by "without limitation."
1
"Accumulation Commencement Date" means, ______________ ____;
provided, however, that, if the Accumulation Period Length is less than twelve
(12) months, the Accumulation Commencement Date will be the first Business Day
of the month that is the number of whole months prior to the Scheduled Principal
Payment Date at least equal to the Accumulation Period Length and, as a result,
the number of Monthly Periods during the period from the Accumulation
Commencement Date to the Scheduled Principal Payment Date will at least equal
the Accumulation Period Length.
"Accumulation Period Factor" means, for each Monthly Period, a
fraction, the numerator of which is equal to the sum of the initial Invested
Amounts of all outstanding Series (as defined in the Pooling and Servicing
Agreement) of Investor Certificates including the Collateral Certificate, and
the denominator of which is equal to the sum of (a) the Initial Dollar Principal
Amount of the Series 2005-[-] Notes, (b) the initial Invested Amounts of all
outstanding Series of Investor Certificates issued by the Master Trust (other
than the Collateral Certificate) which are not expected to be in their revolving
periods (as such terms are defined in the Pooling and Servicing Agreement), (c)
the initial Invested Amounts of all outstanding Series of Investor Certificates
issued by the Master Trust (other than the Collateral Certificate) which are not
allocating Shared Principal Collections to other Series of Investor Certificates
issued by the Master Trust and are in their revolving periods (as such terms are
defined in the Pooling and Servicing Agreement), and (d) the Initial Dollar
Principal Amount of any Series of notes (other than the Series 2005-[-] Notes)
of the Issuer for which amounts are targeted to be deposited into a principal
funding account with respect to such Monthly Period; provided, however, that
this definition may be changed at any time if the Note Rating Agencies provide
prior written confirmation that a Ratings Effect will not occur with respect to
such change.
"Accumulation Period Length" is defined in Section 3.08(b)(ii).
"Aggregate Investor Default Amount" is defined in the Series 2005-CC
Supplement.
"Aggregate Series Finance Charge Shortfall" means the sum of the
Series Finance Charge Shortfalls (as such term is defined in each of the related
Indenture Supplements) for each Excess Finance Charge Sharing Series in Excess
Finance Charge Sharing Group A.
"Aggregate Series Principal Amounts Shortfall" means the sum of the
Series Principal Amounts Shortfalls (as such term is defined in each of the
related Indenture Supplements) for each Excess Principal Amounts Sharing Series
in Excess Principal Amounts Sharing Group A.
"Available Spread Account Amount" means, with respect to any
Distribution Date, an amount equal to the lesser of (a) the amount on deposit in
the Spread Account (exclusive of Spread Account Investment Earnings) 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.
"Available Reserve Account Amount" means, with respect to any
Distribution Date, the lesser of (a) the amount on deposit in the Reserve
Account on such date (after taking
2
into account any interest and earnings retained in the Reserve Account pursuant
to Section 403 of the Indenture on such date, but before giving effect to any
deposit made or to be made pursuant to Section 3.01(g) to the Reserve Account on
such date) and (b) the Required Reserve Account Amount.
"Base Rate" means, with respect to any Monthly Period, the
annualized percentage equivalent of a fraction, the numerator of which is equal
to the sum of the Class A Monthly Interest, the Class B Monthly Interest, the
Class C Monthly Interest and the Series 2005-[-] Monthly Servicing Fee with
respect to the related Distribution Date and the denominator of which is the
Nominal Liquidation Amount for Series 2005-[-] as of the last day of the
preceding Monthly Period.
"Class A Additional Interest" shall have the meaning specified in
Section 3.02(a).
"Class A Initial Dollar Principal Amount" means $____________.
"Class A Interest Shortfall" shall have the meaning specified in
Section 3.02(a).
"Class A Monthly Interest" shall have the meaning specified in
Section 3.02(a).
"Class A Note" means 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 Note Rate" means, with respect to the Class A Notes, for
the period from and including the Closing Date through but excluding ______ __,
200[o], and for the period from and including ______ __, 200[-] through but
excluding ______ __, 200[-], and for each Interest Period thereafter, a per
annum rate of ____% above LIBOR determined on the related LIBOR Determination
Date, calculated on the basis of actual days elapsed and a 360-day year.
"Class A Noteholder" means the Person in whose name a Class A Note
is registered in the Note Register.
"Class B Additional Interest" shall have the meaning specified in
Section 3.02(b).
"Class B Initial Dollar Principal Amount" means $____________.
"Class B Interest Shortfall" shall have the meaning specified in
Section 3.02(b).
"Class B Monthly Interest" shall have the meaning specified in
Section 3.02(b).
"Class B Note" means 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 Note Rate" means, with respect to the Class B Notes, for
the period from and including the Closing Date through but excluding ______ __,
200[-], and for the period from and including ______ __, 200[-] through but
excluding ______ __, 200[-], and for each Interest Period thereafter, a per
annum rate of ____% above LIBOR determined on the related LIBOR Determination
Date, calculated on the basis of actual days elapsed and a 360-day year.
3
"Class B Noteholder" means the Person in whose name a Class B Note
is registered in the Note Register.
"Class C Additional Interest" shall have the meaning specified in
Section 3.02(c).
"Class C Initial Dollar Principal Amount" means $____________.
"Class C Interest Shortfall" shall have the meaning specified in
Section 3.02(c).
"Class C Monthly Interest" shall have the meaning specified in
Section 3.02(c).
"Class C Note" means 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.
"Class C Note Rate" means, with respect to the Class C Notes, for
the period from and including the Closing Date through but excluding ______ __,
200[-], and for the period from and including ______ __, 200[-] through but
excluding ______ __, 200[-], and for each Interest Period thereafter, a per
annum rate of ____% above LIBOR determined on the related LIBOR Determination
Date, calculated on the basis of actual days elapsed and a 360-day year.
"Class C Noteholder" means the Person in whose name a Class C Note
is registered in the Note Register.
"Closing Date" means ______ __, 200[-].
"Controlled Accumulation Amount" means, for any Transfer Date,
$__________; provided, however, that if the Accumulation Period Length with
respect to such Series is determined to be less than twelve (12) months pursuant
to Section 3.08(b)(ii), the Controlled Accumulation Amount for any Distribution
Date will be equal to (i) the product of (x) the Initial Dollar Principal Amount
of the Series 2005-[-] Notes and (y) the Accumulation Period Factor for such
Monthly Period divided by (ii) the Required Accumulation Factor Number.
"Covered Amount" means 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
Rate in effect with respect to such Interest Period, times (iii) the aggregate
amount on deposit in the Principal Funding Account with respect to the
Outstanding Dollar Principal Amount of Class A Notes 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 Rate in effect with
respect to such Interest Period, times (iii) the aggregate amount on deposit in
the Principal Funding Account with respect to the Outstanding Dollar Principal
Amount of Class B Notes as of the Record Date preceding such Distribution Date.
"Excess Finance Charge Percentage" means, with respect to any
Distribution Date, the amount, if any, by which the Portfolio Yield for the
preceding Monthly Period exceeds the Base Rate for such Monthly Period.
4
"Finance Charge Receivables" is defined in the Pooling and Servicing
Agreement.
"Interest Payment Date" means the fifteenth day of each month
commencing _______, 200[-], or if such fifteenth day is not a Business Day, the
next succeeding Business Day.
"Interest Period" means, with respect to any Interest Payment Date,
the period from and including the previous Interest Payment Date (or in the case
of the initial Interest Payment Date, from and including the Issuance Date)
through the day preceding such Interest Payment Date.
"Investor Charge-Offs" means, with respect to any Distribution Date,
the aggregate amount, if any, by which the Series 2005-[-] Investor Default
Amount, if any, for the preceding Monthly Period exceeds the Series 2005-[-]
Finance Charge Amounts for such Distribution Date available after giving effect
to clause (a) and (b) of Section 3.01.
"Issuance Date" means _____ __, 200[-].
"Legal Maturity Date" means _______ __, 200[-].
"LIBOR" means, 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
___.
"LIBOR Determination Date" means (i) ____________ __, 200[-] for
the period from and including the Closing Date through but excluding
____________ __, 200[-], (ii) ____________ __, 200[-] for the period from and
including ____________ __, 200[-] through but excluding ____________ __, 200[-]
and (iii) thereafter, the second London Business Day prior to the commencement
of each Interest Period.
"London Business Day" means any day on which dealings in deposits in
United States dollars are transacted in the London interbank market in London
and New York.
"Monthly Interest" means, with respect to any Distribution Date, the
Class A Monthly Interest, the Class B Monthly Interest and the Class C Monthly
Interest for such Distribution Date.
"Nominal Liquidation Amount" means, with respect to any Class of
Series 2005-[-] Notes, the amount calculated pursuant to Section 3.11 of this
Indenture Supplement. The Nominal Liquidation Amount for the Series 2005-[-]
will be the sum of the Nominal Liquidation Amounts of all of the Classes of
Notes of the Series 2005-[-].
"Nominal Liquidation Amount Deficit" means, with respect to any
Class of Series 2005-[-] Notes, the excess of the Adjusted Outstanding Dollar
Principal Amount of that Class over the Nominal Liquidation Amount of that
Class.
"Outstanding Dollar Principal Amount" means _______.
5
"Paying Agent" means The Bank of New York.
"Portfolio Adjusted Yield" means, with respect to any Transfer Date,
commencing on and including the [______] 2005 Transfer Date, the average of the
percentages obtained for each of the three preceding Monthly Periods by
subtracting the Base Rate from the Portfolio Yield for such Monthly Period.
"Portfolio Yield" means, with respect to any Monthly Period, the
annualized percentage equivalent of a fraction, the numerator of which is (a)
the amount of Finance Charge Amounts allocated to Series 2005-[-] pursuant to
Section 501 of the Indenture, plus (b) the Principal Funding Investment Proceeds
deposited into the Collection Account on the distribution date related to such
Monthly Period plus (c) the amount of the Reserve Draw Amount (up to the
Available Reserve Account Amount) plus any amounts of interest and earnings
described in Section 403 of the Indenture, each deposited into the Collection
Account on the Distribution Date relating to such Monthly Period, minus (d) the
Series 2005-[-] Investor Default Amount for such Monthly Period, and the
denominator of which is the Weighted Average Finance Charge Allocation Amount
for Series 2005-[-] for such Monthly Period. "Principal Funding Account" means
the trust account designated as such and established pursuant to Section
5.01(a).
"Principal Funding Account Amount" means, as of any date, the amount
on deposit in the Principal Funding Account on such date.
"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 Finance Charge Percentage" means (a) with respect
to the [______] 200[-] Distribution Date, the Excess Finance Charge Percentage
for such Payment Date, (b) with respect to the [______] 200[-] Distribution
Date, the percentage equivalent of a fraction, the numerator of which is the sum
of (i) the Excess Finance Charge Percentage for the [______] 200[-]
Distribution Date and (ii) the Excess Finance Charge Percentage with respect to
the [______] 200[-] Distribution Date and the denominator of which is two, (c)
with respect to the [______] 2005 Distribution Date, the percentage equivalent
of a fraction, the numerator of which is the sum of (i) the Excess Finance
Charge Percentage for the [______] 200[-] Distribution Date (ii) the Excess
Finance Charge Percentage with respect to the [______] 200[-] Distribution Date
and (iii) the Excess Finance Charge Percentage with respect to the [______]
200[-] Distribution Date and the denominator of which is three and (d) with
respect to the [______] 200[-] Distribution Date and each Distribution Date
thereafter, the percentage equivalent of a fraction, the numerator of which is
the sum of the Excess Finance Charge Percentages determined with respect to such
Distribution Date and the immediately preceding two Distribution Dates and the
denominator of which is three.
6
"Receivables Sales Proceeds" means the proceeds of any sale of
Receivables pursuant to Section 3.12. Receivables Sales Proceeds do not
constitute Available Principal Amounts.
"Receivables Sales Proceeds Deposit Amount" means the amount, if
any, of Receivables Sales Proceeds on deposit in the Principal Funding Account.
"Reference Banks" means four major banks in the London interbank
market selected by the Beneficiary.
"Required Accumulation Factor Number" means a number 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 (as defined in the Pooling and Servicing
Agreement), expressed as a decimal, for the twelve (12) months preceding the
date of such calculation; provided, however, that this definition may be changed
at any time if the Note Rating Agencies provide prior written confirmation that
a Ratings Effect with respect to any Outstanding Notes will not occur with
respect to such change.
"Required Reserve Account Amount" means, with respect to any
Distribution Date on or after the Reserve Account Funding Date, an amount equal
to (a) 0.50% of the aggregate Outstanding Dollar Principal Amount of the Notes
or (b) any other amount designated by the Issuer; provided, however, that if
such designation is of a lesser amount, the Issuer shall (i) provide the
Servicer and the Indenture Trustee with evidence that such designation will not
cause a Ratings Effect 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 Issuer, such designation
will not cause an Early Redemption Event or an event that, after the giving of
notice or the lapse of time, would cause an Early Redemption Event to occur with
respect to Series 2005-[-].
"Required Spread Account Amount" means, for each Distribution Date,
the product of (i) the Spread Account Percentage in effect for such date and
(ii) the Series 2005-[-] Initial Dollar Principal Amount; provided that if any
Event of Default shall occur and be continuing, then the Required Spread Account
Amount shall equal the Outstanding Dollar Principal Amount (after taking into
account any payments to be made on a related Distribution Date) unless a greater
amount is required as a result of the occurrence of an Event of Default;
provided further, in no event will the Required Spread Account Amount exceed the
Outstanding Dollar Principal Amount (after taking into account any payments to
be made on the related Distribution Date).
"Reserve Account" means the trust account designated as such and
established pursuant to Section 5.01(a).
"Reserve Account Earnings" means, with respect to each Distribution
Date, the investment earnings on funds in the Reserve Account (net of investment
expenses and losses) for the period from and including the immediately preceding
Distribution Date to but excluding such Distribution Date.
7
"Reserve Account Funding Date" means the Distribution Date which
occurs not later than the earliest of (a) the Distribution Date with respect to
the Monthly Period which commences 3 months prior to the Controlled Accumulation
Date; (b) the first Distribution Date for which the Portfolio Adjusted Yield is
less than 2.0%, 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 Accumulation Commencement
Date; (c) the first Distribution Date for which the Portfolio Adjusted Yield is
less than 3.0%, 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 Accumulation Commencement
Date; and (d) the first Distribution Date for which the Portfolio Adjusted Yield
is less than 4.0%, 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 Accumulation
Commencement Date.
"Reserve Draw Amount" means, with respect to each Distribution Date
relating to prior to the Accumulation Commencement Date or the first
Distribution Date relating to the an Early Redemption Event or an Event of
Default and acceleration, 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.
"Scheduled Principal Payment Date" means the _______ ____
Distribution Date.
"Series 2005-[-] Available Principal Amounts" means the sum of (a)
Available Principal Amounts allocated to the Series 2005-[-] pursuant to
Section 502 of the Indenture, (b) any amounts to be treated as Series 2005-[-]
Available Principal Amounts pursuant to Section 3.09(a) and (c) any Shared
Excess Principal Amounts allocable to Series 2005-[-] pursuant to Section 3.18.
"Series 2005-[-] Finance Charge Amounts" means, with respect to any
Distribution Date, the sum of (a) Finance Charge Amounts allocated to the Series
2005-[-] pursuant to Section 501 of the Indenture and (b) any amounts to be
treated as Series 2005-[-] Finance Charge Amounts pursuant to Sections 3.03(a)
and 3.17(a).
"Series 2005-[-] Initial Dollar Principal Amount" means the sum of
the Class A Initial Dollar Principal Amount, the Class B Initial Dollar
Principal Amount and the Class C Initial Dollar Principal Amount.
"Series 2005-[-] Investor Default Amount" means, with respect to
any Monthly Period, the sum, for each day during such Monthly Period, of the
product of the Investor Default Amounts (as such term is defined in the Series
2005-CC Supplement) with respect to each such day and the percentage equivalent
of a fraction the numerator of which is the Finance Charge Allocation Amount for
Series 2005-[-] for such day and the denominator of which is the Finance Charge
Allocation Amount for all series of Notes for such day.
"Series 2005-[-] Servicer Interchange" means, with respect to any
Monthly Period, an amount equal to the product of (a) the Servicer Interchange
(as such term is defined in
8
the Series 2005-CC Supplement) with respect to such Monthly Period and (b) a
fraction the numerator of which is the Weighted Average Finance Charge
Allocation Amount for Series 2005-[-] for such Monthly Period and the
denominator of which is the Weighted Average Finance Charge Allocation Amount
for all series of Notes for such Monthly Period.
"Series 2005-[-] Servicing Fee" means, with respect to any Monthly
Period, the pro rata portion of the Monthly Servicing Fee (as such term is
defined in the Series 2005-CC Supplement) allocable Series 2005-[-] based on
the Weighted Average Finance Charge Allocation Percentage for Series 2005-[-]
for such Monthly Period.
"Series 2005-[-] Termination Date" means the earliest to occur of
(a) the Principal Payment Date on which the Outstanding Dollar Principal Amount
of the Series 2005-[-] Notes is paid in full, (b) the Legal Maturity Date and
(c) the date on which the Indenture is discharged and satisfied pursuant to
Article VI thereof.
"Series Finance Charge Amounts Shortfall" means, with respect to any
Distribution Date with respect to the Series 2005-[-], the excess, if any, of
(a) the aggregate amount targeted to be paid or applied pursuant to Sections
3.01(a) through (g) for any Distribution Date over (b) the Series 2005-[-]
Finance Charge Amounts (excluding any amounts to be treated as Series 2005-[-]
Finance Charge Amounts pursuant to Section 3.17(a)) for such Distribution Date.
"Series Finance Charge Collections Shortfall" means, with respect to
any Distribution Date with respect to the Series 2005-[-], the excess, if any,
of (a) the aggregate amount targeted to be paid or applied pursuant to Sections
3.01(a) through (i) for any Distribution Date over (b) the Series 2005-[-]
Finance Charge Amounts (including any amounts to be treated as Series 2005-[-]
Finance Charge Amounts pursuant to Section 3.17(a)) for such Distribution Date.
"Series Principal Amounts Shortfall" means, with respect to any
Distribution Date with respect to Series 2005-[-], the excess, if any, of (a)
the aggregate amount targeted to be paid or applied pursuant to Sections 3.06(a)
through (d) for any Distribution Date over (b) the Series 2005-[-] Available
Principal Amounts (excluding any amounts to be treated as Series 2005-[-]
Available Principal Amounts pursuant to Section 3.18(a)) for such Distribution
Date.
"Series Principal Collections Shortfall" means, with respect to any
Distribution Date with respect to Series 2005-[-], the excess, if any, of (a)
the aggregate amount targeted to be paid or applied pursuant to Sections 3.06(a)
through (d) for any Distribution Date over (b) the Series 2005-[-] Available
Principal Amounts (including any amounts to be treated as Series 2005-[-]
Available Principal Amounts pursuant to Section 3.18(a)) for such Distribution
Date.
"Shared Excess Finance Charge Amounts" means, with respect to any
Distribution Date with respect to any series of Notes, either (a) the amount of
Series 2005-[-] Finance Charge Amounts for such Distribution Date available
after application in accordance with Sections 3.01(a) through (i) or (b) the
amounts allocated to other series of Notes identified as an Excess Finance
Charge Sharing Series in Excess Finance Charge Sharing Group A which
9
the applicable Indenture Supplements for such series specify are to be treated
as "Shared Excess Finance Charge Amounts."
"Shared Excess Principal Amounts" means, with respect to any
Distribution Date with respect to any Series of Notes, either (a) the amount of
Series 2005-[-] Available Principal Amounts for such Distribution Date
available after application in accordance with Sections 3.06(a) through (d) or
(b) the amounts allocated to other Series of Notes or Investor Certificates
which the applicable Indenture Supplements for such Series specify are to be
treated as "Shared Excess Principal Amounts."
"Spread Account" means the trust account designated as such and
established pursuant to Section 5.01(a).
"Spread Account Deficiency" means the excess, if any, of the
Required Spread Account Amount over the Available Spread Account Amount.
"Spread Account Investment Earnings" means, 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.
"Spread Account Percentage" means (i) 0.0% if the Quarterly Excess
Finance Charge Percentage on such Payment Date is greater than or equal to
4.75%, (ii) 1.25% if the Quarterly Excess Finance Charge Percentage on such
Payment Date is less than 4.75% and greater than or equal to 4.50%, (iii) 1.75%
if the Quarterly Excess Finance Charge Percentage on such Payment Date is less
than 4.50% and greater than or equal to 4.00%, (iv) 2.75% if the Quarterly
Excess Finance Charge Percentage on such Payment Date is less than 4.00% and
greater than or equal to 3.50%, (v) 4.00% if the Quarterly Excess Finance Charge
Percentage on such Payment Date is less than 3.50% and greater than or equal to
3.00%, (vi) 5.00% if the Quarterly Excess Finance Charge Percentage on such
Payment Date is less than 3.00% and greater than or equal to 2.00% and (vii)
6.00% if the Quarterly Excess Finance Charge Percentage on such Payment Date is
less than 2.00%.
"Targeted Interest Deposit Amount" means, with respect to the Series
2005-[-] Notes for any Distribution Date, the aggregate amount due and payable
pursuant to Sections 3.01(a), (b) and (f) for such Distribution Date.
"Targeted Principal Deposit Amount" means, with respect to the
Series 2005-[-] Notes for any Distribution Date, the aggregate amount targeted
to be deposited in the Principal Funding Account pursuant to Section 3.08 for
such Distribution Date.
"Weighted Average Finance Charge Allocation Amount" means, with
respect to any Monthly Period for any class of Notes, the sum of the Finance
Charge Allocation Amount for such class, as of the close of business on each day
during such Monthly Period divided by the actual number of days in such period.
10
Section 1.02. Governing Law. THIS INDENTURE SUPPLEMENT WILL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY 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 1.03. Counterparts. This Indenture Supplement may be executed in
any number of counterparts, each of which so executed will be deemed to be an
original, but all such counterparts will together constitute but one and the
same instrument.
Section 1.04. 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.
[END OF ARTICLE I]
11
ARTICLE II
The Notes
Section 2.01. Creation and Designation.
(a) There is hereby created a series of Notes to be issued pursuant to the
Indenture and this Indenture Supplement to be known as "National City Credit
Card Master Note Trust, Series 2005-[-]" or the "Series 2005-[-] Notes." The
Series 2005-[-] Notes will be issued in three classes, the first of which shall
be known as the "Series 2005-[-] Class A Notes," the second of which shall be
known as the "Series 2005-[-] Class B Notes" and the third of which shall be
known as the "Series 2005-[-] Class C Notes."
(b) The Series 2005-[-] shall be an Excess Finance Charge Sharing Series
in Excess Finance Charge Sharing Group A and shall not be in any other group.
The Series 2005-[-] shall not be subordinated to any other series of Notes.
Section 2.02. Form of Delivery of the Series 2005-[-] Notes; Depository;
Denominations.
(a) The Series 2005-[-] Notes shall be delivered in the form of a
global Note as provided in Sections 202 and 301(i) of the Indenture,
respectively.
(b) The Depository for the Series 2005-[-] Notes shall be The
Depository Trust Company, and the Series 2005-[-] Notes shall initially be
registered in the name of Cede & Co., its nominee.
(c) The Series 2005-[-] Notes will be issued in minimum
denominations of $5,000 and multiples of $1,000 in excess of that amount.
Section 2.03. Delivery and Payment for the Series 2005-[-] Notes. The
Issuer shall execute and deliver the Series 2005-[-] Notes to the Indenture
Trustee for authentication, and the Indenture Trustee shall deliver the Series
2005-[-] Notes when authenticated, each in accordance with Section 303 of the
Indenture.
[END OF ARTICLE II]
12
ARTICLE III
Allocations, Deposits and Payments
Section 3.01. Allocations of Series 2005-[-] Finance Charge Amounts. On
each Distribution Date, the Indenture Trustee will apply Series 2005-[-]
Finance Charge Amounts, as follows:
(a) first, 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
and 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 the Class A Noteholders;
(b) second, 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
and 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 the Class B Noteholders;
(c) third, an amount equal to the Series 2005-[-] Servicing Fee for such
Distribution Date, plus the amount of any Series 2005-[-] Servicing Fee
previously due but not distributed to the Servicer on a prior Distribution Date,
shall be distributed to the Servicer (unless such amount or any portion thereof
has been netted against deposits to the Collection Account in accordance with
Section 4.03 of the Pooling and Servicing Agreement);
(d) fourth, an amount equal to the Series 2005-[-] Investor Default
Amount for such Distribution Date shall be treated as a portion of Available
Principal Amounts for such Distribution Date;
(e) fifth, an amount equal to the aggregate Nominal Liquidation Amount
Deficit, if any, for such Distribution Date shall be treated as a portion of
Available Principal Amounts for such Distribution Date;
(f) sixth, 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 Class C Noteholders on a prior Distribution Date,
plus the amount of any Class C Additional Interest for such Distribution Date
and any Class C Additional Interest previously due but not distributed to Class
C Noteholders on a prior Distribution Date, shall be distributed to the Paying
Agent for payment to the Class C Noteholders;
(g) seventh, on each Distribution Date from and after the Reserve Account
Funding Date, 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;
13
(h) eighth, on each Distribution Date, an amount equal to the Spread
Account Deficiency shall be deposited into the Spread Account;
(i) ninth, if an Event of Default and acceleration of the maturity of the
Series 2005-[-] Notes pursuant to Section 7.02 of the Indenture has occurred on
or prior to such Distribution Date, an amount up to the Series 2005-[-]
Outstanding Dollar Principal Amount on such Distribution Date minus the amount
of Series 2005-[-] Available Principal Amounts (not taking into account amounts
available under this clause (i)) and amounts, if any, on deposit in the
Principal Funding Account available to pay principal on the Class A Notes, the
Class B Notes, and the Class C Notes on such Distribution Date, shall be treated
as a portion of Available Principal Amounts for such Distribution Date;
(j) tenth, an amount, if any, to be treated as Shared Excess Finance
Charge Amounts for application in accordance with Section 3.17;
(k) eleventh, to be paid to the Servicer and treated as Excess Finance
Charge Collections for application in accordance with Section 4.03 of Series
2005-CC Supplement and Section 4.05 of the Pooling and Servicing Agreement.
Section 3.02. 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
Rate and (ii) the Outstanding Dollar Principal Amount of the Class A Note as of
the close of business on the last day of the preceding Monthly Period.
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, an additional amount ("Class A
Additional Interest") 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 Rate and (ii) 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 on each Distribution Date following such Distribution Date to and
including the Distribution Date on which such Class A Interest Shortfall is paid
to the Class A Noteholders.
(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
Rate and (ii) the Outstanding Dollar Principal Amount of the Class B Notes as of
the close of business on the last day of the preceding Monthly Period.
14
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, an additional amount ("Class B
Additional Interest") 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 Rate and (ii) 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 on each Distribution Date following such Distribution Date to and
including the Distribution Date on which such Class B Interest Shortfall is paid
to the Class B Noteholders.
(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
Rate and (ii) the Outstanding Dollar Principal Amount of the Class C Notes as of
the close of business on the last day of the preceding Monthly Period.
On the Determination Date preceding each Distribution Date, the Servicer
shall determine the excess, if any (the "Class C Interest Shortfall"), of (x)
the Class C Monthly Interest for such Distribution Date over (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, an additional amount ("Class C
Additional Interest") 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 Rate and (ii) such Class
C Interest Shortfall (or the portion thereof which has not been paid to the
Class C Noteholders) shall be payable as provided herein with respect to the
Class C Notes on each Distribution Date following such Distribution Date to and
including the Distribution Date on which such Class C Interest Shortfall is paid
to the Class C Noteholders.
Section 3.03. Amounts to be Treated as Series 2005-[-] Finance Charge
Amounts; Other Deposits to the Collection Account. The following deposits and
payments will be made on the following dates:
(a) Amounts to be Treated as Series 2005-[-] Finance Charge Amounts. In
addition to Finance Charge Amounts allocated to the Series 2005-[-] pursuant to
Section 501 of the Indenture, the following amounts shall be treated as Series
2005-[-] Finance Charge Amounts for application in accordance with this Article
III for any Monthly Period:
(i) Reserve Draw Amount. The aggregate amount withdrawn from the
Reserve Account pursuant to Section 3.16 will be treated as Series 2005-[-]
Finance Charge Amounts for such Monthly Period.
(ii) Shared Excess Finance Charge Amounts. Any Shared Excess Finance
Charge Amounts allocable to the Series 2005-[-] will be treated as Series
2005-[-] Finance Charge Amounts pursuant to Section 3.17.
15
(b) Other Deposits to the Collection Account for Series 2005-[-].
(i) Spread Account. Withdrawals made from the Spread Account
pursuant to Section 3.14(a) will be deposited into the Collection Account
for Series 2005-[-] on the Distribution Date.
(ii) Receivables Sales Proceeds. Receivables Sales Proceeds received
by the Issuer pursuant to Section 3.12(c)(ii) will be deposited into the
Collection Account for Series 2005-[-] on the date of receipt by the
Issuer.
Section 3.04. Allocations of Reductions from Investor Charge-Offs to the
Nominal Liquidation Amount due to Investor Charge-Offs. On each Distribution
Date when there is an Investor Charge-Off with respect to the related Monthly
Period, that reduction will be allocated (and reallocated) on that date to each
Class of Notes as set forth in this Section.
(a) On each Distribution Date when there is an Investor Charge-Off with
respect to the related Monthly Period, the amount of such Investor Charge-Off
will be allocated on that date to each Class of Series 2005-[-] Notes as set
forth in this Section. The amount of each Investor Charge-Off will be allocated
to each Class of Series 2005-[-] Notes to reduce its Nominal Liquidation
Amount. If such allocation (or any portion of it) would reduce the Nominal
Liquidation Amount of a Class of Series 2005-[-] Notes below zero, the amount
that would cause the Nominal Liquidation Amount to be reduced below zero will be
allocated (subject to the restriction set forth in this sentence) to other
Classes of Series 2005-[-] Notes. In no event will the Nominal Liquidation
Amount (after giving effect to this clause (a)) of any Class of Series 2005-[-]
Notes be reduced below zero.
(b) On each Distribution Date, the amount of each Investor Charge-Off will
be allocated in the following order of priority:
(i) first, to the Class C Notes until the Nominal Liquidation Amount
of the Class C Notes has been reduced to zero;
(ii) second, after the Nominal Liquidation Amount of the Class C
Notes has been reduced to zero, to the Class B Notes until the Nominal
Liquidation Amount of the Class B Notes has been reduced to zero; and
(iii) third, after the Nominal Liquidation Amount of the Class B
Notes has been reduced to zero, to the Class A Notes until the Nominal
Liquidation Amount of the Class A Notes has been reduced to zero.
Section 3.05. Allocations of Reimbursements of Nominal Liquidation Amount
Deficits. If, as of any Distribution Date, there are Series 2005-[-] Finance
Charge Amounts available pursuant to Section 3.01(f) to reimburse any Nominal
Liquidation Amount Deficits as of such Distribution Date, such funds will be
allocated to each Class of Series 2005-[-] Notes as follows:
(a) first, to the Class A Notes, but in no event will the Nominal
Liquidation Amount of the Class A Notes be increased above the Adjusted
Outstanding Dollar Principal Amount of the Class A Notes;
16
(b) second, to the Class B Notes, but in no event will the Nominal
Liquidation Amount of the Class B Notes be increased above the Adjusted
Outstanding Dollar Principal Amount of the Class B Notes; and
(c) third, to the Class C Notes, but in no event will the Nominal
Liquidation Amount of the Class A Notes be increased above the Adjusted
Outstanding Dollar Principal Amount of the Class C Notes.
Section 3.06. Application of Series 2005-[-] Available Principal Amounts.
On each Distribution Date, the Indenture Trustee will apply Series 2005-[-]
Available Principal Amounts as follows:
(a) first, with respect to each Monthly Period, if after giving effect to
deposits to be made with respect to such Monthly Period pursuant to Section
3.01(a), the Class A Notes have not received the full amount due and payable
pursuant to Section 3.01(a) with respect to that Monthly Period, then Series
2005-[-] Available Principal Amounts in an amount equal to the amount of such
insufficiency (such amount not to exceed the aggregate Nominal Liquidation
Amounts of the Class C Notes and Class B Notes as of such Distribution Date
(calculated after giving effect to Section 3.04 with respect to such Monthly
Period)) shall be distributed to the Paying Agent for payment to the Class A
Noteholders;
(b) second, with respect to each Monthly Period, if after giving effect to
deposits to be made with respect to such Monthly Period pursuant to Section
3.01(b), the Class B Notes have not received the full amount due and payable
pursuant to Section 3.01(b) with respect to that Monthly Period, then Series
2005-[-] Available Principal Amounts in an amount equal to the amount of such
insufficiency (such amount not to exceed the Nominal Liquidation Amount of the
Class C Notes as of such Distribution Date (calculated after giving effect to a
Section 3.04 with respect to such Monthly Period) minus the aggregate amount of
Series 2005-[-] Available Principal Amounts reallocated pursuant to clause (a)
above) shall be distributed to the Paying Agent for payment to the Class B
Noteholders;
(c) third, with respect to each Monthly Period, if after giving effect to
deposits to be made with respect to such Monthly Period pursuant to Section
3.01(c), the Servicer has not received the full amount to be paid pursuant to
Section 3.01(c) with respect to that Monthly Period, then Series 2005-[-]
Available Principal Amounts in an amount equal to the amount of such
insufficiency (such amount not to exceed the aggregate Nominal Liquidation
Amounts of the Class C Notes and Class B Notes as of such Distribution Date
(calculated after giving effect to any Investor Charge-Offs with respect to such
Monthly Period) minus the aggregate amount of Series 2005-[-] Available
Principal Amounts reallocated pursuant to clauses (a) and (b) above) will be
paid to the Servicer;
(d) fourth, to make the targeted deposits to the Principal Funding Account
pursuant to Section 3.08;
(e) fifth, to be treated as Shared Excess Principal Amounts for
application in accordance with Section 3.18; and
17
(f) sixth, to be paid to the Servicer and treated as Shared Principal
Collections for application in accordance with Section 4.04 of the Series
2005-CC Supplement and Section 4.04 of the Pooling and Servicing Agreement.
Section 3.07. Computation of Reductions to the Nominal Liquidation Amount
from Reallocations of Series 2005-[-] Available Principal Amounts.
(a) Each reallocation of Series 2005-[-] Available Principal Amounts
pursuant to Section 3.06(a) will reduce the Nominal Liquidation Amount of the
Class C Notes; provided, however, that the amount of such reduction shall not
exceed the Nominal Liquidation Amount of the Class C Notes (after giving effect
to any reductions pursuant to Section 3.04).
(b) Each reallocation of Series 2005-[-] Available Principal Amounts
pursuant to Section 3.06(a) which does not reduce the Nominal Liquidation Amount
of Class C Notes pursuant to clause (a) above will reduce the Nominal
Liquidation Amount of the Class B Notes; provided, however, that the amount of
such reduction shall not exceed the Nominal Liquidation Amount of the Class B
Notes (after giving effect to any reductions pursuant to Section 3.04).
(c) Each reallocation of Series 2005-[-] Available Principal Amounts
pursuant to Section 3.06(b) will reduce the Nominal Liquidation Amount
(determined after giving effect to clause (a) above) of the Class C Notes.
(d) Each reallocation of Series 2005-[-] Available Principal Amounts
pursuant to Section 3.06(c) will reduce the Nominal Liquidation Amount
(determined after giving effect to clauses (a) and (c) above) of the Class C
Notes; provided, however, that the amount of such reduction shall not exceed the
Nominal Liquidation Amount of the Class C Notes (after giving effect to clauses
(a) and (c) above and Section 3.04).
(e) Each reallocation of Series 2005-[-] Available Principal Amounts
pursuant to Section 3.06(c) which does not reduce the Nominal Liquidation Amount
of Class C Notes pursuant to clause (d) above will reduce the Nominal
Liquidation Amount (determined after giving effect to clause (b) above) of the
Class B Notes; provided, however, that the amount of such reduction shall not
exceed the Nominal Liquidation Amount of the Class B Notes (after giving effect
to clause (b) above and Section 3.04).
Section 3.08. Targeted Deposits of Series 2005-[-] Available Principal
Amounts to the Principal Funding Account. The amount targeted to be deposited
into the Principal Funding Account with respect to any Monthly Period will be
the sum of (i) the amount determined pursuant to clause (a), (b) or (c) for such
Monthly Period, as applicable, or if more than one such clause is applicable,
the highest amount determined pursuant to any one of such clauses, and (ii) any
deposit targeted pursuant to clause (i) for any prior Monthly Period but for
which the full targeted deposit was not made, but in no case more than the
Nominal Liquidation Amount of Series 2005-[-] (computed immediately before
giving effect to such deposit but after giving effect to Sections 3.04 and 3.06
on such date).
(a) Principal Payment Date. With respect to the Monthly Period immediately
preceding each Principal Payment Date, the deposit targeted is equal to the
Nominal Liquidation Amount of Series 2005-[-] as of the close of business on
the last day of the Monthly Period
18
preceding such Monthly Period (determined after giving effect to any
applications, payments or deposits on the following Distribution Date).
(b) Accumulation Deposits.
(i) Subject to Section 3.08(c), with respect to each Monthly Period,
beginning with the Accumulation Commencement Date, the deposit targeted to
be made into the Principal Funding Account will be the Controlled
Accumulation Amount.
(ii) Notwithstanding anything to the contrary in clause (i), on or
before the Distribution Date immediately preceding the first Business Day
of the month that is twelve (12) months prior to the Scheduled Payment
Date, and each Determination Date thereafter until the Accumulation
Commencement Date, the Issuer 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 Note Rating Agencies provide prior written confirmation that a
Ratings Effect will not occur with respect to such change.
(c) Event of Default, Early Redemption Event, Other Optional or Mandatory
Redemption. If the Series 2005-[-] Notes have been accelerated during a Monthly
Period after the occurrence of an Event of Default, or if an Early Redemption
Event with respect to the Series 2005-[-] Notes occurs during such Monthly
Period, or with respect to the Monthly Period immediately preceding any other
date fixed for any other optional or mandatory redemption of the Series 2005-[o
] Notes, the deposit targeted with respect to that Monthly Period and each
following Monthly Period is equal to Nominal Liquidation Amount of the Series
2005-[-] Notes as of the close of business on the last day of the preceding
Monthly Period (after taking into account any applications, payments or deposits
on the following Distribution Date).
Section 3.09. Amounts to be Treated as Series 2005-[-] Available
Principal Amounts; Other Deposits to the Principal Funding Account. The
following deposits and payments will be made on the following dates:
(a) Amounts to be Treated as Series 2005-[-] Available Principal Amounts.
In addition to Available Principal Amounts allocated to the Series 2005-[-]
pursuant to Section 502 of the Indenture, Series 2005-[-] Available Principal
Amounts will include Series 2005-[-] Finance Change Amounts reallocated to be
treated as Series 2005-[-] Available Principal Amounts pursuant to Section
3.01(e), 3.01(f) or 3.01(i) for application with this Article III for any
Monthly Period.
(b) Spread Account. Withdrawals made from the Spread Account pursuant to
Section 3.14(b) will be deposited into the Principal Funding Account on the
Distribution Date.
(c) Receivables Sale Proceeds. Receivables Sales Proceeds received
pursuant to Section 3.20(c)(i) for the Series 2005-[-] Notes will be deposited
into the Principal Funding Account on the date of receipt by the Issuer.
19
Section 3.10. Withdrawals from Principal Funding Account. On each
Principal Payment Date with respect to the Series 2005-[- ] Notes, the aggregate
amount on deposit in the Principal Funding Account will be withdrawn from the
Principal Funding Account and remitted to the Paying Agent; provided, however,
that the aggregate amount remitted to the Paying Agent will not exceed the
Outstanding Dollar Principal Amount of the Series 2005-[- ] Notes. Payments made
by the Paying Agent on each Principal Payment Date shall be made first to the
Class A Noteholders, second to the Class B Noteholders and third to the Class C
Noteholders, each in accordance with Section 3.19.
Section 3.11. Calculation of Nominal Liquidation Amount.
(a) On or prior to each Distribution Date, the Issuer shall calculate the
Nominal Liquidation Amount of the Class A Notes which shall be the following
amount:
(i) the Initial Dollar Principal Amount of the Class A Notes, plus
(ii) the aggregate amount of all reimbursements of the Nominal
Liquidation Amount Deficit for the Class A Notes pursuant to Section
3.01(f) on or prior to such date, determined as set forth in Section 3.05;
minus
(iii) the aggregate amount of the reduction of the Nominal
Liquidation Amount of Class A Notes resulting from an allocation of
Investor Charge-Offs on or prior to such date, determined as set forth in
Section 3.04; minus
(iv) an amount equal to the lesser of (x) the aggregate amount on
deposit in the Principal Funding Account (after giving effect to any
deposits, allocations, reallocations or withdrawals to be made on such
date) and (y) the Outstanding Dollar Principal Amount of the Class A
Notes; minus
(v) the aggregate amount of principal payments made to the Class A
Noteholders on or prior to such date;
provided, however, that (1) the Nominal Liquidation Amount of the Class A Notes
may never be less than zero, (2) the Nominal Liquidation Amount of the Class A
Notes may never be greater than the Outstanding Dollar Principal Amount of the
Class A Notes and (3) the Nominal Liquidation Amount of the Class A Notes
following a sale of Receivables pursuant to Section 3.12 will be zero.
(b) On or prior to each Distribution Date, the Issuer shall calculate the
Nominal Liquidation Amount of the Class B Notes which shall be the following
amount:
(i) the Initial Dollar Principal Amount of the Class B Notes, plus
(ii) the aggregate amount of all reimbursements of the Nominal
Liquidation Amount Deficit for the Class B Notes pursuant to Section
3.01(f) on or prior to such date, determined as set forth in Section 3.05;
minus
20
(iii) the amount of the reduction of the Nominal Liquidation Amount
of Class B Notes resulting from any reallocations of Series 2005-[- ]
Available Principal Amounts pursuant to Section 3.06(a) or (c) on or prior
to such date, determined as set forth in Section 3.07; minus
(iv) the aggregate amount of the reduction of the Nominal
Liquidation Amount of Class B Notes resulting from an allocation of
Investor Charge-Offs on or prior to such date, determined as set forth in
Section 3.04; minus
(v) an amount equal to the lesser of (x) the aggregate amount on
deposit in the Principal Funding Account (after giving effect to any
deposits, allocations, reallocations or withdrawals to be made on such
date) minus the Adjusted Outstanding Dollar Principal Amount of the Class
A Notes and (y) the Outstanding Dollar Principal Amount of the Class B
Notes; minus
(vi) the aggregate amount of principal payments made to the Class B
Noteholders on or prior to such date;
provided, however, that (1) the Nominal Liquidation Amount of the Class B Notes
may never be less than zero, (2) the Nominal Liquidation Amount of the Class B
Notes may never be greater than the Outstanding Dollar Principal Amount of the
Class B Notes and (3) the Nominal Liquidation Amount of the Class B Notes
following a sale of Receivables pursuant to Section 3.14 will be zero.
(c) On or prior to each Distribution Date, the Issuer shall calculate the
Nominal Liquidation Amount of the Class C Notes which shall be the following
amount:
(i) the Initial Dollar Principal Amount of the Class C Notes, plus
(ii) the aggregate amount of all reimbursements of the Nominal
Liquidation Amount Deficit for the Class C Notes pursuant to Section
3.01(f) on or prior to such date, determined as set forth in Section 3.05;
minus
(iii) the amount of the reduction of the Nominal Liquidation Amount
of Class C Notes resulting from any reallocations of Series 2005-[- ]
Available Principal Amounts pursuant to Section 3.06(a), (b) or (c) on or
prior to such date, determined as set forth in Section 3.07; minus
(iv) the aggregate amount of the reduction of the Nominal
Liquidation Amount of Class C Notes resulting from an allocation of
Investor Charge-Offs on or prior to such date, determined as set forth in
Section 3.04; minus
(v) an amount equal to the lesser of (x) the aggregate amount on
deposit in the Principal Funding Account (after giving effect to any
deposits, allocations, reallocations or withdrawals to be made on such
date) minus the aggregate of the Adjusted Outstanding Dollar Principal
Amounts of the Class A Notes and the Class B Notes and (y) the Outstanding
Dollar Principal Amount of the Class C Notes; minus
21
(vi) the aggregate amount of principal payments made to the Class C
Noteholders on or prior to such date;
provided, however, that (1) the Nominal Liquidation Amount of the Class C Notes
may never be less than zero, (2) the Nominal Liquidation Amount of the Class C
Notes may never be greater than the Outstanding Dollar Principal Amount of the
Class C Notes and (3) the Nominal Liquidation Amount of the Class C Notes
following a sale of Receivables pursuant to Section 3.14 will be zero.
(d) The Nominal Liquidation Amount for Series 2005-[- ] will be the sum of
the Nominal Liquidation Amounts of the Class A Notes, the Class B Notes and the
Class C Notes. Section 3.12. Sale of Receivables.
(a) (i) If the Series 2005-[- ] Notes have been accelerated pursuant to
Section 702 of the Indenture following an Event of Default, the Indenture
Trustee may, and at the direction of the Majority Holders will, cause the
Master Trust to sell Principal Receivables and the related Finance Charge
Receivables (or interests therein) in an amount up to the Nominal
Liquidation Amount of Series 2005-[- ] plus any accrued, past due and
additional interest on the Series 2005-[- ] Notes.
(i) Such a sale will be permitted only if at least one of the
following conditions is met:
(A) the Holders of 90% of the aggregate Outstanding Dollar
Principal Amount of Series 2005-[- ] Notes consent; or
(B) the net proceeds of such sale (plus amounts on deposit in
the applicable Accounts) would be sufficient to pay all amounts due
on the Series 2005-[- ] Notes; or
(C) if the Indenture Trustee determines that the funds to be
allocated to the Series 2005-[- ] Notes, including (1) Series
2005-[- ] Finance Charge Amounts and Series 2005-[- ] Available
Principal Amounts and (2) amounts on deposit in the applicable
Accounts, may not be sufficient on any ongoing basis to make
payments on the Series 2005-[- ] Notes as such payments would have
become due if such obligations had not been declared due and
payable, and 66 2/3% of the Holders of the Series 2005-[- ] Notes
consent to the sale.
(b) If the Nominal Liquidation Amount of the Series 2005-[- ] Notes is
greater than zero on the Legal Maturity Date (after giving effect to any
adjustments, deposits and distributions otherwise to be made on the Legal
Maturity Date), the Issuer will cause the Master Trust to sell Principal
Receivables and the related Finance Charge Receivables (or interests therein) on
the Legal Maturity Date in an amount up to the Nominal Liquidation Amount of the
Series 2005-[- ] Notes plus any accrued, past due and additional interest on the
Series 2005-[- ] Notes.
22
(c) Sales proceeds received pursuant to clause (a) or (b) will be
allocated in the following priority:
(i) first, to be deposited in the Principal Funding Account, an
amount up to the amount that would be necessary to increase the aggregate
amount on deposit in the Principal Funding Account to the Outstanding
Dollar Principal Amount of the Series 2005-[- ] Notes; and
(ii) second, to be deposited in the Collection Account for Series
2005-[- ], the balance of such sales proceeds.
Section 3.13. Targeted Deposits to the Spread Account. The aggregate
deposit targeted to be made to the Spread Account with respect to each
Distribution Date is equal to the Spread Account Deficiency.
Section 3.14. Withdrawals from the Spread Account. Withdrawals for the
Class C Notes will be made from the Spread Account as specified below.
(a) Payments of Interest. If the amount on deposit in the Collection
Account for the Class C Notes is insufficient to pay in full the amounts for
which withdrawals are required under Section 3.13, on the Distribution Date
immediately preceding the date of such payment an amount equal to that
deficiency will be withdrawn from the Spread Account for the Class C Notes and
deposited into the Collection Account.
(b) Payments of Principal. If, on and after the earliest to occur of (i)
the date on which the Series 2005-[- ] Notes are accelerated pursuant to Section
702 of the Indenture following an Event of Default, (ii) any date on or after
the Distribution Date immediately preceding the Scheduled Principal Payment Date
on which the amount on deposit in the Principal Funding Account plus the
aggregate amount on deposit in the Spread Account equals or exceeds the
Outstanding Dollar Principal Amount of the Class C Notes and (iii) the Legal
Maturity Date, the amount on deposit in the Principal Funding Account is
insufficient to pay in full the amounts for which withdrawals are required under
Section 3.10, an amount equal to that deficiency will be withdrawn from the
Spread Account and deposited into that Principal Funding Account on the
Distribution Date before the date of the applicable withdrawal required pursuant
to Section 3.10.
Section 3.15. Targeted Deposits to the Reserve Account. The aggregate
deposit targeted to be made to the Reserve Account with respect to each
Distribution Date is equal to the excess, if any, of the Required Reserve
Account Amount then in effect over the Available Reserve Account Amount.
Section 3.16. Withdrawals from the Reserve Account. Withdrawals for any
Class of Notes will be made from the Reserve Account as specified below.
(a) Interest. On or prior to each Distribution Date, the Issuer will
calculate the Reserve Draw Amount (if any). If there is any Reserve Draw Amount
for that Distribution Date, the Issuer will withdraw such amount from the
Reserve Account, to the extent available, for treatment as Series 2005-[- ]
Finance Charge Amounts for such Monthly Period.
23
(b) Payment to Issuer. If on any Distribution Date the aggregate amount on
deposit in the Reserve Account exceeds the amount required to be on deposit in
the Reserve Account, the amount of such excess will be withdrawn from the
Reserve Account and paid to the Issuer.
Section 3.17. Excess Finance Charge Amounts Sharing.
(a) Shared Excess Finance Charge Amounts allocable to the Series 2005-[- ]
on any Distribution Date shall be treated as Series 2005-[- ] Finance Charge
Amounts for such Distribution Date.
(b) Shared Excess Finance Charge Amounts allocable to the Series 2005-[- ]
with respect to any Distribution Date shall mean an amount equal to the Series
Finance Charge Amounts Shortfall, if any, with respect to the Series 2005-[- ]
for such Distribution Date; provided, however, that if the aggregate amount of
Shared Excess Finance Charge Amounts for all Excess Finance Charge Amounts
Sharing Series in Excess Finance Charge Amounts Sharing Group A for such
Distribution Date is less than the Aggregate Series Finance Charge Amounts
Shortfall for such Distribution Date, then Shared Excess Finance Charge Amounts
allocable to the Series 2005-[- ] on such Distribution Date shall equal the
product of (i) Shared Excess Finance Charge Amounts for all Excess Finance
Charge Amounts Sharing Series in Excess Finance Charge Amounts Sharing Group A
for such Distribution Date and (ii) a fraction, the numerator of which is the
Series Finance Charge Amounts Shortfall with respect to the Series 2005-[- ] for
such Distribution Date and the denominator of which is the Aggregate Series
Finance Charge Amounts Shortfall for all Excess Finance Charge Amounts Sharing
Series in Excess Finance Charge Amounts Sharing Group A for such Distribution
Date.
Section 3.18. Excess Principal Amount Sharing.
(a) Shared Excess Principal Amounts allocable to the Series 2005-[- ] on
any Distribution Date shall be treated as Series 2005-[- ] Available Principal
Amounts for such Distribution Date.
(b) Shared Excess Principal Amounts allocable to the Series 2005-[- ] with
respect to any Distribution Date shall mean an amount equal to the Series
Principal Amounts Shortfall, if any, with respect to the Series 2005-[- ] for
such Distribution Date; provided, however, that if the aggregate amount of
Shared Excess Principal Amounts for all Excess Principal Amounts Sharing Series
in Excess Principal Amounts Sharing Group A for such Distribution Date is less
than the Aggregate Series Principal Amounts Shortfall for such Distribution
Date, then Shared Excess Principal Amounts allocable to Series 2005-[- ] on such
Distribution Date shall equal the product of (i) Shared Excess Principal Amounts
for all Excess Principal Amounts Sharing Series in Excess Principal Amounts
Sharing Group A for such Distribution Date and (ii) a fraction, the numerator of
which is the Series Principal Amounts Shortfall with respect to Series 2005-[- ]
for such Distribution Date and the denominator of which is the Aggregate Series
Principal Amounts Shortfall for all Excess Principal Amounts Sharing Series in
Excess Principal Amounts Sharing Group A for such Distribution Date.
Section 3.19. Payments of Interest and Principal.
(a) Any installment of interest or principal, if any, payable on any
Series
24
2005-[- ] Note which is punctually paid or duly provided for by the Issuer and
the Indenture Trustee on the applicable Interest Payment Date or Principal
Payment Date shall be paid by the Paying Agent to the Person in whose name such
Series 2005-[- ] Note (or one or more Predecessor Notes) is registered on the
Record Date, by wire transfer of immediately available funds to such Person's
account as has been designated by written instructions received by the Paying
Agent from such Person not later than the close of business on the third
Business Day preceding the date of payment or, if no such account has been so
designated, by check mailed first-class, postage prepaid to such Person's
address as it appears on the Note Register on such Record Date, except that with
respect to Notes registered on the Record Date in the name of the nominee of
Cede & Co., payment shall be made by wire transfer in immediately available
funds to the account designated by such nominee.
(b) The right of the Series 2005-[- ] Noteholders to receive
payments from the Issuer will terminate on the first Business Day following the
Series 2005-[- ] Termination Date.
Section 3.20. Calculation Agent; Determination of LIBOR.
The Issuer hereby agrees that for so long as any Series 2005-[- ]
Notes are Outstanding, there shall at all times be an agent appointed to
calculate LIBOR for each Interest Period (the "Calculation Agent"). The Issuer
hereby initially appoints the Indenture Trustee as the Calculation Agent for
purposes of determining LIBOR for each Interest Period. The Calculation Agent
may be removed by the Issuer at any time. If the Calculation Agent is unable or
unwilling to act as such or is removed by the Issuer, or if the Calculation
Agent fails to determine LIBOR for an Interest Period, the Issuer shall promptly
appoint a replacement Calculation Agent that does not control or is not
controlled by or under common control with the Issuer or its Affiliates. The
Calculation Agent may not resign its duties, and the Issuer may not remove the
Calculation Agent, without a successor having been duly appointed.
(b) On each LIBOR Determination Date, the Calculation Agent 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 Calculation
Agent shall request the principal London office of each of the Reference Banks
to provide a quotation of its rate. If at least two such quotations are
provided, the rate for that LIBOR Determination Date shall be the arithmetic
mean of the quotations. If fewer than two quotations are provided as requested,
the rate for that LIBOR Determination Date will be the arithmetic mean of the
rates quoted by four major banks in New York City, selected by the Beneficiary,
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.
(c) The Class A Note Rate, the Class B Note Rate and the Class C
Note 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
25
written notice by the Indenture Trustee to each Noteholder from time to time.
(d) On each LIBOR Determination Date, the Calculation Agent shall
send to the Indenture Trustee and the Beneficiary, by facsimile transmission,
notification of LIBOR for the following Interest Period.
[END OF ARTICLE III]
26
ARTICLE IV
Early Redemption of Notes
Section 4.01. Early Redemption Events. In addition to the events
identified as Early Redemption Events in Section 1201 of the Indenture, if the
average Portfolio Yield for any three consecutive Monthly Periods is reduced to
a rate which is less than the average Base Rate for such three consecutive
Monthly Periods, an "Early Redemption Event" with respect to the Series 2005-[-]
Notes will be deemed to have occurred.
[END OF ARTICLE IV]
27
ARTICLE V
Accounts and Investments
Section 5.01. Accounts.
(a) On or before the Closing Date, the Indenture Trustee will cause to be
established and maintained three Qualified Accounts denominated as follows: the
"Principal Funding Account," the "Reserve Account" and the "Spread Account" in
the name of the Indenture Trustee, bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the Series 2005-[- ]
Noteholders (or, in the case of the Spread Account, for the benefit of the Class
C Noteholders). The Principal Funding Account, the Reserve Account and the
Spread Account constitute Issuer Accounts and shall be under the sole dominion
and control of the Indenture Trustee for the benefit of the Series 2005-[- ]
Noteholders (or, in the case of the Spread Account, for the benefit of the Class
C Noteholders). If, at any time, any institution holding the Principal Funding
Account, the Reserve Account or the Spread Account ceases to be a Qualified
Institution, the Issuer will within ten (10) Business Days (or such longer
period, not to exceed thirty (30) calendar days, as to which each Note Rating
Agency may consent) establish a new Principal Funding Account, Reserve Account
or Spread Account, as the case may be, that is a Qualified Account and shall
transfer any cash and/or investments to such new Principal Funding Account,
Reserve Account or Spread Account, as the case may be. From the date such new
Principal Funding Account, Reserve Account or Spread Account is established, it
will be the "Principal Funding Account," "Reserve Account" or "Spread Account,"
as the case may be. The Principal Funding Account, the Reserve Account and the
Spread Account will receive deposits pursuant to Article III.
(b) All payments to be made from time to time by the Indenture Trustee to
Noteholders out of funds in the Principal Funding Account, the Reserve Account
or the Spread Account pursuant to this Indenture Supplement will be made by the
Indenture Trustee to the Paying Agent not later than 12:00 noon, New York City
time, on the applicable Interest Payment Date or Principal Payment Date but only
to the extent of Finance Charge Amounts in the applicable Account or as
otherwise provided in Article III.
(c) 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 Spread Account will be retained in the Spread Account (to the
extent that the sum of the amount on deposit in the Spread Account with respect
to the related Monthly Period is less than the required balance for the Spread
Account for that Monthly Period) and the excess, if any, will be paid to the
Issuer.
[END OF ARTICLE V]
28
ARTICLE VI
Representations and Warranties
Section 6.01. Issuer's Representations and Warranties. The Issuer makes
the following representations and warranties as to the Collateral Certificate on
which the Indenture Trustee is deemed to have relied in acquiring the Collateral
Certificate. Such representations and warranties speak as of the execution and
delivery of this Indenture Supplement, but shall survive until the termination
of this Indenture Supplement. Such representations and warranties shall not be
waived by any of the parties to this Indenture Supplement unless the Issuer has
obtained written confirmation from each Note Rating Agency that there will be no
Ratings Effect with respect to such waiver.
(a) The Indenture creates a valid and continuing security interest
(as defined in the New York UCC) in the Collateral Certificate in favor of the
Indenture Trustee, which security interest is prior to all other liens, and is
enforceable as such as against creditors of and purchasers from the Issuer.
(b) The Collateral Certificate constitutes either an "account," a
"general intangible," an "instrument," or a "certificated security," each within
the meaning of the Delaware UCC and the New York UCC.
(c) At the time of the transfer and assignment of the Collateral
Certificate to the Indenture Trustee pursuant to the Indenture, the Issuer owned
and had good and marketable title to the Collateral Certificate free and clear
of any lien, claim or encumbrance of any Person.
(d) The Issuer has caused, within ten days of the execution of the
Indenture, the filing of all appropriate financing statements in the proper
filing office in the appropriate jurisdictions under applicable law in order to
perfect the security interest in the Collateral Certificate granted to the
Indenture Trustee pursuant to the Indenture.
(e) Other than the security interest granted to the Indenture
Trustee pursuant to the Indenture, the Issuer has not pledged, assigned, sold,
granted a security interest in, or otherwise conveyed the Collateral
Certificate. The Issuer has not authorized the filing of and is not aware of any
financing statements against the Issuer that include a description of collateral
covering the Collateral Certificate other than any financing statement relating
to the security interest granted to the Indenture Trustee pursuant to the
Indenture or any financing statement that has been terminated. The Issuer is not
aware of any judgment or tax lien filings against the Issuer.
(f) All original executed copies of the Collateral Certificate have
been delivered to the Indenture Trustee.
(g) At the time of the transfer and assignment of the Collateral
Certificate to the Indenture Trustee pursuant to the Indenture, the Collateral
Certificate had no marks or notations indicating that it has been pledged,
assigned or otherwise conveyed to any Person other than the Indenture Trustee.
[END OF ARTICLE VI]
29
IN WITNESS WHEREOF, the parties hereto have caused this Indenture
Supplement to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
NATIONAL CITY CREDIT CARD MASTER NOTE
TRUST,
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
and not in its individual capacity
By:
---------------------------------------------
Name:
Title:
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
REGISTERED up to $[-](1/)
No. R-__ CUSIP NO. __________
NATIONAL CITY CREDIT CARD MASTER NOTE TRUST
CLASS A SERIES 2005-[-] [FLOATING RATE] ASSET BACKED NOTE
NATIONAL CITY CREDIT CARD MASTER NOTE TRUST (herein referred to as the
"ISSUER" or the "TRUST"), a Delaware statutory trust governed by a Trust
Agreement dated as of July 13, 2005, as amended and restated as of [-][-], 2005,
for value received, hereby promises to pay to CEDE & CO., or registered assigns,
subject to the following provisions, the principal sum of [-] DOLLARS on the
Series 2005-[-] Scheduled Principal Payment Date (which is 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 Rate on each Interest Payment Date until the principal amount of
this Note is paid in full. Interest on this Note will accrue for each Interest
Payment Date from and including the most recent Interest Payment Date on which
interest has been paid to but excluding such Interest Payment Date or, for the
initial Interest Payment Date, from and including the Issuance Date to but
excluding such Interest Payment Date. Interest will be computed on the basis of
a 360-day year and the actual number of days elapsed. Such principal of and
interest on 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 $5,000 and integral multiples of $1,000 in excess
thereof.
A-1-2
IN WITNESS WHEREOF, the Issuer has caused this Class A Note to be
duly executed.
NATIONAL CITY 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: August __, 200[-]
A-1-3
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
[REVERSE OF NOTE]
This Class A Note is one of a duly authorized issue of Notes of the
Issuer, designated as NATIONAL CITY CREDIT CARD MASTER NOTE TRUST, Series
2005-[-] (the "SERIES 2005-[-] NOTES"), issued under an Indenture dated as of
[-] [-], 2005 (the "MASTER INDENTURE"), between the Issuer and The Bank of New
York, as indenture trustee (the "INDENTURE TRUSTEE," which term includes any
successor Indenture Trustee under the Indenture), as supplemented by the Series
2005-[-] Indenture Supplement, dated as of [-] [-], 2005 (the "2005-[-]
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, as supplemented or amended, shall have
the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended. 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 Dollar Principal Amount is $[-]. The
Outstanding Dollar Principal Amount of the Class A Note 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 Scheduled 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. Payments of
principal of the Notes shall be payable in accordance with the provisions of the
Indenture.
Subject to the terms and conditions of the Indenture, the
Administrator, on behalf of the Trust, may, from time to time issue, or 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 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-1-5
a final distribution, distributions to Series 2005-[-] Noteholders shall be made
by (i) check mailed to each Series 2005-[-] Noteholder (at such Noteholder's
address as it appears in the Note Register), except that with respect to any
Series 2005-[-] 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 2005-[-] 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 2005-[-] Noteholders in accordance with the Indenture.
On any day occurring on or after the date on which the outstanding
principal balance of the Series 2005-[-] Notes is reduced to 5% or less of the
initial outstanding principal balance of the Series 2005-[-] Notes, the Trust,
as the direction of the Servicer, shall have the option to redeem, or cause to
be redeemed, the Series 2005-[-] Notes, at a redemption price equal to the
Outstanding principal amount of Series 2005-[-] plus interest accrued and unpaid
or principal accreted and unpaid the Series 2005-[-] Notes to but excluding the
date of redemption , the payment of which subject to the Indenture and the
allocations, deposits and payments in the Series 2005-[-] Indenture Supplement.
THIS CLASS A NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN
INTEREST IN, NATIONAL CITY BANK OR ANY AFFILIATE THEREOF 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 $5,000 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.
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, the Transferor or the Indenture Trustee shall treat the person in
whose name this Class A Note is
A-1-6
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 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
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: ____________ ______________________(1/)
Signature Guaranteed:
______________________
------------
(1/) 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.
▇-▇-▇
▇▇▇▇▇▇▇ ▇-▇
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
REGISTERED up to $[-](1/)
No. R-__ CUSIP NO. __________
NATIONAL CITY CREDIT CARD MASTER NOTE TRUST
CLASS B SERIES 2005-[-] [FLOATING RATE] ASSET BACKED NOTE
NATIONAL CITY CREDIT CARD MASTER NOTE TRUST (herein referred to as the
"ISSUER" or the "TRUST"), a Delaware statutory trust governed by a Trust
Agreement dated as of July 13, 2005, as amended and restated as of [-] [-],
2005, for value received, hereby promises to pay to CEDE & CO., or registered
assigns, subject to the following provisions, the principal sum of [_____]
DOLLARS, on the Series 2005-[-] Scheduled Principal Payment Date (which is 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 Rate on each Distribution Date until the principal
amount of this Note is paid in full. Interest on this Note will accrue for each
Interest Payment Date from and including the most recent Interest Payment Date
on which interest has been paid to but excluding such Interest Payment Date or,
for the initial Interest Payment Date, from and including the Issuance Date to
but excluding such Interest Payment Date. Interest will be computed on the basis
of a 360-day year and the actual number of days elapsed. Such principal of and
interest on 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.
----------
(1/) Denominations of $5,000 and integral multiples of $1,000 in excess
thereof.
A-2-2
IN WITNESS WHEREOF, the Issuer has caused this Class B Note to be duly
executed.
NATIONAL CITY 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: August __, 200[-]
A-2-3
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
[REVERSE OF NOTE]
This Class B Note is one of a duly authorized issue of Notes of the
Issuer, designated as NATIONAL CITY CREDIT CARD MASTER NOTE TRUST, Series
2005-[-] (the "SERIES 2005-[-] NOTES"), issued under an Indenture dated as of
[-] [-], 2005 (the "MASTER INDENTURE"), between the Issuer and The Bank of New
York, as indenture trustee (the "INDENTURE TRUSTEE," which term includes any
successor Indenture Trustee under the Indenture), as supplemented by the Series
2005-[-] Indenture Supplement, dated as of [-] [-], 2005 (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, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended. 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 Dollar Principal Amount is $[-]. The
Outstanding Dollar Principal Amount of the Class B Note 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 Scheduled 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. Payments of
principal of the Notes shall be payable in accordance with the provisions of the
Indenture.
Subject to the terms and conditions of the Indenture, the
Administrator, on behalf of the Trust may, from time to time issue, or 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 share of
the amounts held by the Paying Agent that are
A-2-5
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
2005-[-] Noteholders shall be made by (i) check mailed to each Series 2005-[-]
Noteholder (at such Noteholder's address as iT appears in the Note Register),
except that with respect to any Series 2005-[-] 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 2005-[-
] 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 2005-[-] Noteholders in accordance with the
Indenture.
On any day occurring on or after the date on which the outstanding
principal balance of the Series 2005-[-] Notes is reduced to 5% or less of the
initial outstanding principal balance of the Series 2005-[- ] Notes, the Trust,
at the direction of the Servicer, shall have the option to redeem, or cause to
be redeemed, the Series 2005-[-] Notes, at a at a redemption price equal to the
Outstanding principal amount of Series 2005-[-] plus interest accrued and unpaid
or principal accreted and unpaid the Series 2005-[-] Notes to but excluding the
date of redemption , the payment of which subject to the Indenture and the
allocations, deposits and payments in the Series 2005-[-] Indenture Supplement.
THIS CLASS B NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN
INTEREST IN, NATIONAL CITY BANK OR ANY AFFILIATE THEREOF 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 $5,000 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.
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.
A-2-6
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
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: ________________(1/)
Signature Guaranteed:
_____________________
----------
(1/) 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.
▇-▇-▇
▇▇▇▇▇▇▇ ▇-▇
FORM OF
CLASS C [FLOATING RATE] ASSET BACKED NOTE
THIS CLASS C NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NEITHER THIS CLASS C NOTE NOR ANY
PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION
PROVISIONS OF SUCH ACT AND SUCH STATE SECURITIES LAWS, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.
ANY TRANSFER OF A DIRECT OR INDIRECT INTEREST IN THIS CLASS C NOTE IS
SUBJECT TO THE PROVISIONS OF THE INDENTURE AND THE INDENTURE SUPPLEMENT AND
SUBJECT TO CERTAIN LIMITATIONS THEREIN SET FORTH.
EACH PURCHASER REPRESENTS AND WARRANTS, FOR THE BENEFIT OF NATIONAL CITY
CREDIT CARD MASTER NOTE TRUST AND NATIONAL CITY BANK, THAT SUCH PURCHASER IS NOT
(1) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) WHICH IS SUBJECT
TO THE PROVISIONS OF ERISA, (2) A PLAN (AS DEFINED IN SECTION 4975(e)(1) OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OTHER THAN A
GOVERNMENTAL OR CHURCH PLAN DESCRIBED IN SECTION 4975(g)(2) OR (3) OF THE CODE)
WHICH IS SUBJECT TO SECTION 4975 OF THE CODE, OR (3) AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY
(UNLESS REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED).
NEITHER THIS CLASS C NOTE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED TO AN
EMPLOYEE BENEFIT PLAN, TRUST OR ACCOUNT SUBJECT TO ERISA OR SECTION 4975 OF THE
CODE.
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
REGISTERED up to $[-](1/)
No. R-__ CUSIP NO. __________
NATIONAL CITY CREDIT CARD MASTER NOTE TRUST
CLASS C SERIES 2005-[-] [FLOATING RATE] ASSET BACKED NOTE
NATIONAL CITY CREDIT CARD MASTER NOTE TRUST (herein referred to as the
"ISSUER" or the "TRUST"), a Delaware statutory trust governed by a Trust
Agreement dated as of July 13, 2005, as amended and restated as of [-] [-],
2005, for value received, hereby promises to pay to NATIONAL CITY BANK, or
registered assigns, subject to the following provisions, the principal sum of
[_______] DOLLARS on the Series 2005-[- ] Scheduled Principal Payment Date
(which is 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 Rate on each Interest Payment Date until the
principal amount of this Note is paid in full. Interest on this Note will accrue
for each Interest Payment Date from and including the most recent Interest
Payment Date on which interest has been paid to but excluding such Interest
Payment Date or, for the initial Interest Payment Date, from and including the
Issuance Date to but excluding such Interest Payment Date. Interest will be
computed on the basis of a 360-day year and the actual number of days elapsed.
Such principal and interest on 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.
----------
(1/) Denominations of $5,000 and integral multiples of $1,000 in excess
thereof. A-3-2
A-3-2
IN WITNESS WHEREOF, the Issuer has caused this Class C Note to be duly
executed.
NATIONAL CITY 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: August __, 200[-]
A-3-3
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
[REVERSE OF NOTE]
This Class C Note is one of a duly authorized issue of Notes of the
Issuer, designated as NATIONAL CITY CREDIT CARD MASTER NOTE TRUST, Series
2005-[-] (the "SERIES 2005-[-] NOTES"), issued under an Indenture dated as of
[-] [-], 2005 (the "MASTER INDENTURE"), between the Issuer and The Bank of New
York, as indenture trustee (the "INDENTURE TRUSTEE," which term includes any
successor Indenture Trustee under the Indenture), as supplemented by the Series
2005-[-] Indenture Supplement, dated as of [-] [-], 2005 (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, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended. 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 Dollar Principal Amount is $[-]. The
Outstanding Dollar Principal Amount of the Class C Notes 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 Scheduled 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. Payments of
principal of the Notes shall be payable in accordance with the provisions of the
Indenture.
Subject to the terms and conditions of the Indenture, the
Administrator, on behalf of the Trust, may, from time to time issue, 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 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
A-3-5
Notes pursuant to the Indenture Supplement. Except as provided in the Indenture
with respect to a final distribution, distributions to Series 2005-[-]
Noteholders shall be made by (i) check mailed to each Series 2005-[-] Noteholder
(at such Noteholder's address as iT appears in the Note Register), except that
with respect to any Series 2005-[-] 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 2005-[-] 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 2005-[-] Noteholders in accordance with the Indenture.
On any day occurring on or after the date on which the outstanding
principal balance of the Series 2005-[-] Notes is reduced to 5% or less of the
initial outstanding principal balance of the Series 2005-[-] Notes, the Trust,
at the direction of the Servicer, shall have the option to redeem, or cause to
be redeemed, the Series 2005-[-] Notes, at a at a redemption price equal to the
Outstanding principal amount of Series 2005-[-] plus interest accrued and unpaid
or principal accreted and unpaid the Series 2005-[-] Notes to but excluding the
date of redemption , the payment of which subject to the Indenture and the
allocations, deposits and payments in the Series 2005-[-] Indenture Supplement.
THIS CLASS C NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN
INTEREST IN, NATIONAL CITY BANK OR ANY AFFILIATE THEREOF 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 $5,000 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.
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.
A-3-6
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
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: ____________________(1/)
Signature Guaranteed:
_____________________
______________________
----------
(1/) 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
EXHIBIT B
FORM OF SERIES 2005-[-] SCHEDULE TO PAYMENT INSTRUCTIONS
_______________________________
NATIONAL CITY CREDIT CARD MASTER NOTE TRUST
SERIES 2005-[-]
_______________________________
The undersigned, a duly authorized representative of National City
Bank (Ohio) ("NATIONAL CITY BANK"), as Servicer pursuant to the Pooling and
Servicing Agreement, dated as of June 1, 1995 as amended and restated as of July
1, 2000 (as amended and restated, the "POOLING AND SERVICING AGREEMENT"), among
National City Bank and The Bank of New York (Delaware) (the "TRUSTEE"), does
hereby certify as follows:
1. Capitalized terms used in this Certificate have their respective
meanings set forth in the Pooling and Servicing Agreement or the Indenture,
dated as of [-] [-], 2005 (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 2005-[-] Indenture Supplement, dated as
of [-] [-], 2005, between the Trust and the Indenture Trustee (as amended and
supplemented, the "INDENTURE SUPPLEMENT"), as applicable.
2. National City Bank is the Servicer.
3. The undersigned is an Authorized Officer of the Servicer.
I. INSTRUCTION TO MAKE A WITHDRAWAL
Pursuant to Section 3.01, 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 Finance Charge Amounts) as
set forth below in respect of the following amounts and (ii) to apply the
proceeds of such withdrawals in accordance with Section 3.01:
A) Pursuant to subsection 3.01(a):
(1) Interest at the Class A Note Rate for the related
Interest Period on the outstanding principal balance of the Class
A Notes.......................................................... $__________
B-1
(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............................. $__________
B) Pursuant to subsection 3.01(b):
(1) Interest at the Class B Note 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............................. $__________
C) Pursuant to subsection 3.01(c):
(1) The Monthly Servicing Fee for such Distribution Date... $__________
(2) Accrued and unpaid Monthly Servicing Fees.............. $__________
D) Pursuant to subsection 3.01(d):
(1) Interest at the Class C Note 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............................. $__________
E) Pursuant to subsection 3.01(e):
(1) Investor Default Amount for such Distribution Date to
be treated as Available Principal Amounts........................ $__________
F) Pursuant to subsection 3.01(f):
(1) Aggregate amount of Nominal Liquidation Amount Deficit
to be treated as a portion of Available Principal Amounts........ $__________
G) Pursuant to subsection 3.01(g):
(1) An amount equal to the excess of the Required Reserve
Account Amount over the Available Reserve Account Amount Reserve
to be deposited into the Reserve Account ........................ $__________
B-2
H) Pursuant to subsection 3.01(h):
(1) An amount equal to the Spread Account Deficiency to be
deposited into the Spread Account ............................... $__________
I) Pursuant to subsection 3.01(i):
(2) In an Event of Default and Acceleration, an amount up
to the Outstanding Dollar Principal Amount....................... $__________
J) Pursuant to subsection 3.01(j):
(3) An amount to be treated as Shared Excess Finance Charge
Amounts for application in accordance with Section 3.17 or to the
Seller as described in Section 4.05 of the Pooling and Servicing
Agreement........................................................ $__________
K) Pursuant to subsection 3.01(k):
(4) To the Issuer.......................................... $__________
B-3
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
this ____ day of ________, _____.
NATIONAL CITY BANK (OHIO)
By: __________________________________
Name:
Title:
B-4
EXHIBIT C
FORM OF SERIES 2005-[-] SCHEDULE TO MONTHLY NOTEHOLDERS' STATEMENT
NATIONAL CITY CREDIT CARD MASTER NOTE TRUST
SERIES 2005-[-]
Pursuant to the Indenture, dated as of [-] [-], 2005 (the "MASTER
INDENTURE"), between NATIONAL CITY CREDIT CARD MASTER NOTE TRUST (the "TRUST")
and The Bank of New York, as indenture trustee (the "INDENTURE TRUSTEE"), as
supplemented by the Series 2005-[-] Indenture Supplement, dated as of [-] [-],
2005 (the "INDENTURE SUPPLEMENT"), between the Trust and the Indenture Trustee,
National City Bank (Ohio), as Servicer (the "SERVICER") under the Pooling and
Servicing Agreement, dated as of June 1, 1995 as amended and restated as of July
1, 2000 (as amended and restated, the "POOLING AND SERVICING AGREEMENT"), is
required to prepare certain information each month regarding current
distributions to the Series 2005-[-] 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......... $__________
D-1
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): $_________
D-2
End of the Month Transferor Interest: $_________
DELINQUENCIES AND LOSSES --
End of the Month Delinquencies: RECEIVABLES
30-59 Days Delinquent $_________
60-89 Days Delinquent $_________
90+ Days Delinquent $_________
Total 30+ 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 $_________
MONTHLY SERVICING FEE $_________
INVESTOR DEFAULT AMOUNT $_________
INVESTOR CHARGE-OFFS $_________
SERIES 2005-[-] INFORMATION
FLOATING INVESTOR PERCENTAGE _________%
FIXED INVESTOR PERCENTAGE _________%
AVAILABLE FINANCE CHARGE COLLECTIONS $_________
INVESTOR DEFAULT AMOUNT $_________
D-3
MONTHLY SERVICING FEES $_________
AVAILABLE PRINCIPAL COLLECTIONS $_________
REQUIRED TRANSFEROR INTEREST $_________
EXCESS FINANCE CHARGE COLLECTIONS $_________
SHARED PRINCIPAL COLLECTIONS $_________
SHARED TRANSFEROR PRINCIPAL COLLECTIONS $_________
APPLICATION OF COLLECTIONS --
CLASS A MONTHLY INTEREST $__________
CLASS B MONTHLY INTEREST $__________
MONTHLY 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 $__________
OTHER AMOUNTS OWING BY THE TRUST, INCLUDING 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 __________%
D-4
Portfolio Yield (Current Month) _________%
Portfolio Yield (Prior Month) _________%
Portfolio Yield (Two Months Ago) _________%
THREE MONTH AVERAGE PORTFOLIO YIELD __________%
PRINCIPAL COLLECTIONS --
MONTHLY PRINCIPAL __________%
SERIES 2005-[-] PRINCIPAL SHORTFALL $__________
SHARED PRINCIPAL COLLECTIONS ALLOCABLE
FROM OTHER PRINCIPAL SHARING SERIES $__________
SHARED TRANSFEROR PRINCIPAL COLLECTIONS $__________
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:
D-5