SRI Receivables Master Trust
Exhibit B-1A, Page 4
Series 1999-1, Issuance Supplement I
Exhibit 4.21
SRI RECEIVABLES PURCHASE CO., INC.
Transferor
SPECIALTY RETAILERS, INC.
Servicer
and
BANKERS TRUST (DELAWARE)
Trustee
on behalf of the Series 1999-1 Certificateholders
ISSUANCE SUPPLEMENT I
Dated as of November 9, 1999
to
SERIES 1999-1 SUPPLEMENT
Dated as of November 9, 1999
to
SECOND AMENDED AND RESTATED
POOLING AND SERVICING AGREEMENT
Dated as of November 1, 1999
Class A Variable Funding Certificates, Series 1999-1
Class B Variable Funding Certificates, Series 1999-1
SRI RECEIVABLES MASTER TRUST
TABLE OF CONTENTS
Page
SECTION 1. Designation 1
SECTION 2. Definitions 1
SECTION 3. Delivery and Payment for the VFCs; Form of Delivery 10
SECTION 4. Carrying Cost Terms of the VFCs 10
SECTION 5. Amortization Terms of the VFCs 12
SECTION 6. Variable Funding Terms of the VFCs 17
SECTION 7. [Reserved] 19
SECTION 8. Mandatory Partial Amortization Events 19
SECTION 9. Additional VFC Provisions 21
SECTION 10. Ratification of Agreement 22
SECTION 11. Counterparts 22
SECTION 12. GOVERNING LAW 23
SECTION 13. The Trustee 23
SECTION 14. Limitation of Liability 23
SECTION 15. Instructions in Writing 23
LIST OF EXHIBITS
EXHIBIT A-1 Form of Class A-1 Certificate
EXHIBIT A-2 Form of Class A-2 Certificate
EXHIBIT A-3 Form of Class B Certificate
EXHIBIT B-1 Class A-1 Interest Calculations
EXHIBIT B-2 Class A-2 Interest Calculations
EXHIBIT B-3 Class B Interest Calculations
EXHIBIT C Form of Monthly Certificateholders' Statement
EXHIBIT D Form of Daily Report
This ISSUANCE SUPPLEMENT I dated as of November 9, 1999
(this "Issuance Supplement") to SERIES 1999-1 SUPPLEMENT, dated
as of November 9, 1999 (the "Series Supplement"), by and among
SRI RECEIVABLES PURCHASE CO., INC., a corporation organized and
existing under the laws of the State of Delaware, as Transferor
(the "Transferor"), SPECIALTY RETAILERS, INC., a corporation
organized and existing under the laws of Texas, as Servicer (the
"Servicer"), and BANKERS TRUST (DELAWARE), a banking corporation
organized and existing under the laws of the State of Delaware,
as trustee (together with its successors in trust thereunder as
provided in the Agreement referred to below, the "Trustee") under
the Second Amended and Restated Pooling and Servicing Agreement
dated as of November 1, 1999 (as amended or otherwise modified
from time to time, the "Agreement"), among the Transferor, the
Servicer and the Trustee.
Section 6.9 of the Agreement provides, among other things,
that the Transferor and the Trustee may at any time and from time
to time enter into a supplement to the Agreement for the purpose
of authorizing the issuance by the Trustee to the Transferor, for
execution and redelivery to the Trustee for authentication, one
or more Series of Certificates.
Pursuant to the Series Supplement, the Transferor and the
Trustee have created a Series of Investor Certificates to be
issued from time to time pursuant to the Agreement and the Series
Supplement to be known generally as the "Series 1999-1
Certificates."
Pursuant to this Issuance Supplement, the Transferor and the
Trustee will create two classes of Variable Funding Certificates
to be included among the Class A Certificates and one class of
Variable Funding Certificates to be included among the Class B
Certificates, respectively, making up part of the Series 1999-1
Certificates.
SECTION 1. Designation. There are hereby created three
Classes of Investor Certificates, which shall be designated
generally as:
(a) the Class A-1 Variable Funding Certificates, Series
1999-1 (the "Class A-1 VFCs"), which shall form part of the
Class A Certificates in Series 1999-1;
(b) the Class A-2 Variable Funding Certificates, Series
1999-1 (the "Class A-2 VFCs"), which shall form part of the
Class A Certificates in Series 1999-1; and
(c) the Class B Variable Funding Certificates, Series
1999-1 (the "Class B VFCs"), which shall form part of the
Class B Certificates in Series 1999-1.
SECTION 2. Definitions. If any term or provision contained
herein shall conflict with or be inconsistent with any provision
contained in the Agreement or the Series Supplement, the terms
and provisions of this Issuance Supplement shall govern with
respect to the Class A-1 VFCs, Class A-2 VFCs and Class B VFCs.
All Article, Section or subsection references herein shall mean
Article, Section or subsections of the Agreement, as amended or
supplemented by the Series Supplement, except as otherwise
provided herein. All capitalized terms not otherwise defined
herein are defined in the Series Supplement or, if not defined in
the Series Supplement, in the Agreement. Each capitalized term
defined herein shall relate only to the Class A-1 VFCs, Class A-2
VFCs and Class B VFCs and no other Series or Class of
Certificates issued by the Trust.
"Additional Class A Invested Amount" shall have the
meaning specified in subsection 6(a) of this Issuance
Supplement.
"Additional Class A-1 Invested Amount" shall have the
meaning specified in subsection 6(a) of this Issuance
Supplement.
"Additional Class A-2 Invested Amount" shall have the
meaning specified in subsection 6(a) of this Issuance
Supplement.
"Additional Class B Invested Amount" shall have the
meaning specified in subsection 6(a) of this Issuance
Supplement.
"Agent" shall mean any person designated as an "Agent"
in any Certificate Purchase Agreement.
"Certificate Purchase Agreement" shall mean,
collectively, the Class A-1 Certificate Purchase Agreement,
the Class A-2 Certificate Purchase Agreement and the Class B
Certificate Purchase Agreement.
"Class Additional Interest" shall mean: (a) as to the
Class A-1 VFCs, the Class A-1 Additional Interest; (b) as to
the Class A-2 VFCs, the Class A-2 Additional Interest; and
(c) as to the Class B VFCs, the Class B Additional Interest.
"Class A Certificateholder" shall mean a Class A-1
Certificateholder or a Class A-2 Certificateholder.
"Class A Certificate Rate" shall mean for any day the
weighted average of the interest rates with respect to each
portion of the Class A VFC Principal Balance outstanding at
such time (taking into account whether such rates are
calculated on a 360 or 365/6 day basis).
"Class A Expected Final Payment Date" shall mean the
Class A/B VFC Expected Final Payment Date.
"Class A Owner" shall mean any Class A-1 Owner and any
Class A-2 Owner.
"Class A Initial Invested Amount" shall mean the sum of
the Class A-1 Initial Invested Amount and the Class A-2
Initial Invested Amount.
"Class A Program Fee Rate" shall mean the weighted
average annual rate (calculated based on the Class A-1 Purchase
Limit and the Class A-2 Purchase Limit) at which the Class A-1
Program Fee (as defined in the Class A-1 Certificate Purchase
Agreement) and the Class A-2 Program Fee (as defined in the
Class A-2 Certificate Purchase Agreement) is calculated pursuant
to the applicable Certificate Purchase Agreement.
"Class A Purchaser" shall mean a Class A-1 Purchaser or
a Class A-2 Purchaser.
"Class A VFCs" shall mean the Class A-1 VFCs and Class
A-2 VFCs collectively.
"Class A VFC Principal Balance" shall mean, when used
with respect to any Business Day, an amount equal to the sum
of the Class A-1 VFC Principal Balance and the Class A-2 VFC
Principal Balance.
"Class A-1 Carrying Cost Shortfall" shall have the
meaning specified in subsection 4(a) of this Issuance
Supplement.
"Class A-1 Certificate Purchase Agreement" shall mean
the Class A-1 Certificate Purchase Agreement, dated as of
November 9, 1999, by and among the Transferor, SRI, one or
more purchasers of Class A-1 VFCs, one or more Agents and
the Facility Agent, relating to the purchase of Class A-1
VFCs, as it may be amended, supplemented or otherwise
modified from time to time and including any replacement
agreement therefor.
"Class A-1 Certificateholder" shall mean a
Certificateholder of a Class A-1 VFC.
"Class A-1 Exiting Purchaser Amortization Amount" shall
have the meaning specified in the Class A-1 Certificate
Purchase Agreement.
"Class A-1 Initial Invested Amount" shall mean
$28,350,000.
"Class A-1 Interest" shall have the meaning specified
in subsection 4(a) of this Issuance Supplement.
"Class A-1 Invested Amount" shall mean, for any day,
(i) the Class A-1 VFC Principal Balance minus (ii) the
aggregate Unreimbursed Class A-1 Investor Charge-Offs.
"Class A-1 Owner" shall mean a Certificateholder of a
Class A-1 VFC or, with respect to any Class A-1 VFC held by
an Agent or any Person as nominee on behalf of a beneficial
owner of such Class A-1 Certificate, the Person that is the
beneficial owner of the Class A Invested Amount represented
by such Class A-1 VFC as reflected on the books of such
nominee.
"Class A-1 Percentage" shall mean, for any day, the
percentage equivalent of a fraction, the numerator of which
equals the Class A-1 VFC Principal Balance on such day, and
the denominator of which equals the sum of (i) the Class A
Initial Invested Amount, plus (ii) the initial principal
amount of any Additional Class A Invested Amounts issued
through the end of the preceding Business Day pursuant to
Section 6.15 of the Series Supplement or this Issuance
Supplement, minus (iii) the aggregate amount of principal
payments made to the Class A Certificateholders prior to
such day.
"Class A-1 Purchase Limit" shall have the meaning
specified in the Class A-1 Certificate Purchase Agreement.
"Class A-1 Purchaser" shall have the meaning specified
in the Class A-1 Certificate Purchase Agreement.
"Class A-1 VFC Principal Balance" shall mean, when used
with respect to any Business Day, an amount equal to (a) the
Class A-1 Initial Invested Amount, plus (b) the aggregate
principal amount of any Additional Class A-1 Invested
Amounts purchased by the Class A-1 Owners through the end of
the preceding Business Day pursuant to Section 6 of this
Issuance Supplement, minus (c) the aggregate amount of
principal payments made to Class A-1 VFC Owners prior to
such Business Day.
"Class A-1 VFCs" shall have the meaning specified in
Section 1 of this Issuance Supplement. The Class A-1 VFCs
shall be substantially in the form of Exhibit A-1 to this
Issuance Supplement.
"Class A-2 Carrying Cost Shortfall" shall have the
meaning specified in subsection 4(a) of this Issuance
Supplement.
"Class A-2 Certificate Purchase Agreement" shall mean
the Class A-2 Certificate Purchase Agreement, dated as of
November 9, 1999, by and among the Transferor, SRI, one or
more purchasers of Class A-2 VFCs, one or more Agents and
the Facility Agent, relating to the purchase of Class A-2
VFCs, as it may be amended, supplemented or otherwise
modified from time to time and including any replacement
agreement therefor.
"Class A-2 Certificateholder" shall mean a
Certificateholder of a Class A-2 VFC.
"Class A-2 Exiting Purchaser Amortization Amount" shall
have the meaning specified in the Class A-2 Certificate
Purchase Agreement.
"Class A-2 Initial Invested Amount" shall mean
$150,000,000.
"Class A-2 Interest" shall have the meaning specified
in subsection 4(a) of this Issuance Supplement.
"Class A-2 Invested Amount" shall mean, for any day,
(i) the Class A-2 Principal Balance minus (ii) the aggregate
Unreimbursed Class A-2 Investor Charge-Offs.
"Class A-2 Owner" shall mean a Certificateholder of a
Class A-2 VFC or, with respect to any Class A-2 VFC held by
an Agent or any Person as nominee on behalf of a beneficial
owner of such Class A-2 Certificate, the Person that is the
beneficial owner of the Class A Invested Amount represented
by such Class A-2 VFC as reflected on the books of such
nominee.
"Class A-2 Percentage" shall mean, for any day, the
percentage equivalent of a fraction, the numerator of which
equals the Class A-2 VFC Principal Balance on such day, and
the denominator of which equals the sum of (i) the Class A
Initial Invested Amount, plus (ii) the initial principal
amount of any Additional Class A Invested Amounts issued
through the end of the preceding Business Day pursuant to
Section 6.15 of the Series Supplement or this Issuance
Supplement, minus (iii) the aggregate amount of principal
payments made to the Class A Certificateholders prior to
such day.
"Class A-2 Purchaser" shall have the meaning specified
in the Class A-2 Certificate Purchase Agreement.
"Class A-2 Purchase Limit"shall have the meaning
specified in the Class A-2 Certificate Purchase Agreement.
"Class A-2 VFC Principal Balance" shall mean, when used
with respect to any Business Day, an amount equal to (a) the
Class A-2 Initial Invested Amount, plus (b) the aggregate
principal amount of any Additional Class A-2 Invested
Amounts purchased by the Class A-2 Owners through the end of
the preceding Business Day pursuant to Section 6 of this
Issuance Supplement, minus (c) the aggregate amount of
principal payments made to Class A-2 VFC Owners prior to
such Business Day.
"Class A-2 VFCs" shall have the meaning specified in
Section 1 of this Issuance Supplement. The Class A-2 VFCs
shall be substantially in the form of Exhibit A-2 to this
Issuance Supplement.
"Class B Carrying Cost Shortfall" shall have the
meaning specified in subsection 4(a) of this Issuance
Supplement.
"Class B Certificate Purchase Agreement" shall mean the
Class B Certificate Purchase Agreement, dated as of November
9, 1999, by and among the Transferor, SRI, one or more
purchasers of Class B VFCs, one or more Agents and the
Facility Agent, relating to the purchase of Class B VFCs, as
it may be amended, supplemented or otherwise modified from
time to time and including any replacement agreement
therefor.
"Class B Certificateholder" shall mean a
Certificateholder of a Class B VFC.
"Class B Certificate Rate" shall mean for any day the
weighted average of the interest rates with respect to each
portion of the Class B VFC Principal Balance outstanding at
such time (taking into account whether such rates are
calculated on a 360 or 365/6 day basis).
"Class B Exiting Purchaser Amortization Amount" shall
have the meaning specified in the Class B Certificate
Purchase Agreement.
"Class B Expected Final Payment Date" shall mean the
Class A/B VFC Expected Final Payment Date.
"Class B Initial Invested Amount" shall mean
$66,500,000.
"Class B Interest" shall have the meaning specified in
subsection 4(b) of this Issuance Supplement.
"Class B Owner" shall mean a Certificateholder of a
Class B VFC or, with respect to any Class B VFC held by an
Agent or any Person as nominee on behalf of a beneficial
owner of such Class B VFC, the Person that is the beneficial
owner of the Class B Invested Amount represented by such
Class B VFC as reflected on the books of such nominee.
"Class B Program Fee Rate" shall mean the annual rate
at which the Class B Program Fee (as defined in the Class B
Certificate Purchase Agreement) is calculated pursuant to
the Class B Purchase Agreement.
"Class B Purchaser" shall have the meaning specified in
the Class B Certificate Purchase Agreement.
"Class B Purchase Limit" shall have the meaning
specified in the Class B Certificate Purchase Agreement.
"Class B VFC Principal Balance" shall mean, when used
with respect to any Business Day, an amount equal to (a) the
Class B Initial Invested Amount, plus (b) the aggregate
principal amount of any Additional Class B Invested Amounts
purchased by the Class B Owners through the end of the
preceding Business Day pursuant to Section 6 of this
Issuance Supplement, minus (c) the aggregate amount of
principal payments made to Class B VFC Owners prior to such
Business Day.
"Class B VFCs" shall have the meaning specified in
Section 1 of this Issuance Supplement. The Class B VFCs
shall be substantially in the form of Exhibit A-3 to this
Issuance Supplement.
"Class Carrying Cost Shortfall"shall mean: (a) as to
the Class A-1 VFCs, the Class A-1 Carrying Cost Shortfall;
(b) as to the Class A-2 VFCs, the Class A-2 Carrying Cost
Shortfall; and (c) as to the Class B VFCs, the Class B
Carrying Cost Shortfall.
"Class Interest"shall mean: (a) as to the Class A-1
VFCs, the Class A-1 Interest; (b) as to the Class A-2 VFCs,
the Class A-2 Interest; and (c) as to the Class B VFCs, the
Class B Interest.
"Commitment Termination Date" shall mean, (a) with
respect to a Class A-1 Purchaser, the date specified as such
in the Class A-1 Certificate Purchase Agreement, subject to
extension as provided therein, (b) with respect to a
Class A-2 Purchaser, the date specified as such in the
Class A-2 Certificate Purchase Agreement, subject to
extension as provided therein, and (c) with respect to a
Class B Purchaser, the date specified as such in the Class B
Certificate Purchase Agreement, subject to extension as
provided therein.
"Daily Report" shall mean a report substantially in the
form of Exhibit D to this Issuance Supplement delivered by
the Servicer to the Trustee, each Agent and the Facility on
each Business Day.
"Exiting Class A-1 Purchaser" shall have the meaning
specified in the Class A-1 Certificate Purchase Agreement.
"Exiting Class A-2 Purchaser" shall have the meaning
specified in the Class A-2 Certificate Purchase Agreement.
"Exiting Class B Purchaser"shall have the meaning
specified in the Class B Certificate Purchase Agreement.
"Exiting Purchaser" shall mean an Exiting Class A-1
Purchaser, an Exiting Class A-2 Purchaser or an Exiting
Class B Purchaser.
"Exiting Purchaser Amortization Amount" shall mean:
(a) for an Exiting Class A-1 Purchaser, such Exiting
Purchaser's Class A-1 Exiting Purchaser Amortization Amount,
(b) for an Exiting Class A-2 Purchaser, such Exiting
Purchaser's Class A-2 Exiting Purchaser Amortization Amount,
and (c) for an Exiting Class B Purchaser, such Exiting
Purchaser's Class B Exiting Purchaser Amortization Amount.
"Exiting Purchasers' Allocation Percentage" shall mean,
with respect to each Exiting Purchaser on any Business Day,
a percentage designated by the Transferor which shall (a)
not be less than the percentage equivalent of a fraction,
the numerator of which is the Exiting Purchaser Amortization
Amount for such Exiting Purchaser and the denominator of
which is the greater of (i) the sum of the aggregate amount
of Principal Receivables in the Trust and the amount on
deposit in the Equalization Account at the end of such
Exiting Purchaser's Commitment Termination Date and (ii) the
sum of the numerators used to calculate the allocation
percentages with respect to Principal Collections for all
Classes of all Series on such Business Day, and (b) not be
greater than 100%.
"Facility Agent" shall mean the agent from time to time
serving as the Facility Agent under the Certificate Purchase
Agreements.
"Fixed Allocation Percentage" shall mean, for any
Business Day in the Mandatory Partial Amortization Period,
the percentage equivalent of a fraction, the numerator of
which is the Invested Amount at the end of the last day
prior to the beginning of the Mandatory Partial Amortization
Period and the denominator of which is the greater of
(a) the sum of the aggregate amount of Principal Receivables
in the Trust and the amount on deposit in the Equalization
Account at the end of the last Business Day preceding the
commencement of such Mandatory Partial Amortization Period
and (b) the sum of the numerators used to calculate the
allocation percentages with respect to Principal Collections
for all Classes of all Series on the Business Day for which
the Fixed Allocation Percentage is being determined.
"Junior Facilities Costs" shall mean the portion of
Total Facilities Costs described as such in subsection 4(c)
of this Issuance Supplement.
"Late Payment Rate" shall mean (a) with respect to the
Class A-1 Certificates, the Risk Rate, as defined in Exhibit
B-1 hereto, (b) with respect to the Class A-2 Certificates,
the Risk Rate, as defined in Exhibit B-2 hereto, and (c)
with respect to the Class B Certificates, the Risk Rate, as
defined in Exhibit B-3 hereto.
"Mandatory Partial Amortization Event" shall have the
meaning specified in Section 8 of this Issuance Supplement.
"Mandatory Partial Amortization Period" shall mean the
period commencing on the date on which a Mandatory Partial
Amortization Event is deemed to occur and ending on the
earlier to occur of (i) the commencement of the Amortization
Period pursuant to the Series Supplement or (ii) the day on
which the Class A Invested Amount and the Class B Invested
Amount allocable to the VFCs have been paid in full.
"Mezzanine Facilities Costs" shall mean the portion of
Total Facilities Costs described as such in subsection 4(c)
of this Issuance Supplement.
"New Issuance" shall mean (i) the issuance by the Trust
of any newly issued Series of Investor Certificates (or,
with respect to a prefunded Series, interests therein) other
than Series 1999-1, the proceeds of which newly issued
Series or such new class will be applied to reduce the
Class A Invested Amount or the Class B Invested Amount, or
(ii) the specification of the terms of any new class or
subclass of Series 1999-1 Certificates pursuant to any
amendment or modification to this Issuance Supplement (other
than an increase in the Class A Invested Amount or the
Class B Invested Amount pursuant to Section 6 of this
Issuance Supplement and the applicable Certificate Purchase
Agreement) or any additional Issuance Supplement entered
into pursuant to the Series Supplement.
"Parity Class" shall mean, with respect to the Class A
Certificates or the Class B Certificates, a class or
subclass of Series 1999-1 Certificates which are on a parity
with the Class A Certificates or the Class B Certificates,
as the case may be, as to allocations of Available Series
1999-1 Finance Charge Collections, Excess Finance Charge
Collections, Series Transferor Finance Charge Collections,
Reallocated Principal Collections or Available Principal
Collections.
"Partial Amortization Amount" shall mean, as of any
date, the sum of the unpaid Class A-1 Exiting Purchaser
Amortization Amount, the unpaid Class A-2 Exiting Purchaser
Amortization Amount and the unpaid Class B Exiting Purchaser
Amortization Amount.
"Partial Amortization Adjustment Amount" has the
meaning specified in subsection 5(c) of this Issuance
Supplement.
"Principal Distribution Date" shall mean each Business
Day during the Revolving Period on which the Transferor
elects, upon not less than two Business Days' notice to each
Agent and the Facility Agent, to repay principal on the
Class A-1 VFCs, Class A-2 VFCs or Class B VFCs; provided
that there may not be more than two days in any calendar
week in which there is a change in the Class A Invested
Amount or the Class B Invested Amount unless each affected
Class A Purchaser, Class A Owner, Class B Purchaser and
Class B Owner otherwise consents; and provided further that
if the Partial Amortization Amount exceeds zero, the
Transferor shall elect to designate at least one Business
Day in each calendar week as a Principal Distribution Date
if there are funds on deposit in the Principal Funding
Account on such Business Day in an amount equal to or
greater than $1,000,000 in respect of the VFCs, or, if less,
in an amount equal to the Partial Amortization Amount.
"Purchase Date" shall mean any Business Day on which
the purchase of an Additional Invested Amount is to occur
pursuant to Section 6 of this Issuance Supplement.
"Senior Facilities Costs" shall have the meaning
specified in the Series Supplement and shall also include
the portion of Total Facilities Costs described as such in
subsection 4(c) of this Issuance Supplement.
"Total Facilities Costs" shall have the meaning
specified in subsection 4(c) of this Issuance Supplement.
"Unreimbursed Class A-1 Charge-Offs" shall mean, for
any day, the excess, if any, of (i) the sum for each of the
prior Business Days of the Class A-1 Percentage of the
amount of Class A Investor Charge-Offs on such Business Day,
over (ii) the sum for each of the prior Business Days of the
Class A-1 Percentage of the aggregate amount allocated with
respect to Class A Investor Charge-Offs and available on
such Business Day pursuant to subsection 4.8(a)(v) of the
Series Supplement, for the purpose of reinstating reductions
of the Class A Invested Amount pursuant to clause (e) of the
definition of the term "Class A Invested Amount" in the
Series Supplement.
"Unreimbursed Class A-2 Charge-Offs" shall mean, for
any day, the excess, if any, of (i) the sum for each of the
prior Business Days of the Class A-2 Percentage of the
amount of Class A Investor Charge-Offs on such Business Day,
over (ii) the sum for each of the prior Business Days of the
Class A-2 Percentage of the aggregate amount allocated with
respect to Class A Investor Charge-Offs and available on
such Business Day pursuant to subsection 4.8(a)(v) of the
Series Supplement, for the purpose of reinstating reductions
of the Class A Invested Amount pursuant to clause (e) of the
definition of the term "Class A Invested Amount" in the
Series Supplement.
"Unreimbursed Class B Charge-Offs" shall mean, for any
day, the excess, if any, of (i) the sum for each of the
prior Business Days of the amount of Class B Investor Charge-
Offs on such Business Day, over (ii) the sum for each of the
prior Business Days of the aggregate amount allocated with
respect to Class B Investor Charge-Offs and available on
such Business Day pursuant to subsection 4.8(a)(vii) of the
Series Supplement, for the purpose of reinstating reductions
of the Class B Invested Amount pursuant to clause (e) of the
definition of the term "Class B Invested Amount" in the
Series Supplement.
"VFC Additional Invested Amount" shall have the meaning
specified in subsection 6(a) of this Issuance Supplement.
"VFC Certificateholder" shall mean a Certificateholder
of VFCs.
"VFCs" shall mean the Class A-1 VFCs, Class A-2 VFCs
and the Class B VFCs, collectively.
SECTION 3. Delivery and Payment for the VFCs; Form of
Delivery. (a) The Transferor shall execute and deliver the
Class A-1 VFCs, Class A-2 VFCs and the Class B VFCs to the
Trustee for authentication in accordance with Section 6.1 of the
Agreement. The Trustee shall deliver the Class A-1 VFCs, Class
A-2 VFCs and the Class B VFCs to or upon the order of the
Transferor when authenticated in accordance with Section 6.2 of
the Agreement.
(b) The Class A-1 VFCs, Class A-2 VFCs and the Class B
VFCs shall be delivered as Registered Certificates as provided in
Section 6.1 of the Agreement and not as Book-Entry Certificates.
The VFCs shall not be subject to any minimum denominations.
SECTION 4. Carrying Cost Terms of the VFCs. (a) The
amount of monthly interest (the "Class A-1 Interest") payable on
the Class A-1 VFCs on each Distribution Date shall be calculated
as provided on Exhibit B-1. The amount of monthly interest (the
"Class A-2 Interest") payable on the Class A-2 VFCs on each
Distribution Date shall be calculated as provided on Exhibit B-2.
On the Determination Date preceding each Distribution Date,
the Servicer shall determine, separately for the Class A-1 VFCs
and the Class A-2 VFCs, an amount (the "Class A-1 Carrying Cost
Shortfall" and "Class A-2 Carrying Cost Shortfall," respectively)
equal to the excess, if any, of (x) the applicable Senior
Facilities Costs for the Distribution Date, over (y) the amount
available to be paid to the applicable Class A Certificateholders
in respect of such Senior Facilities Costs on such Distribution
Date. If there is a Class A-1 Carrying Cost Shortfall or Class
A-2 Carrying Cost Shortfall with respect to any Distribution
Date, an additional amount ("Class A-1 Additional Interest" and
"Class A-2 Additional Interest," respectively) shall be payable
as provided herein with respect to the applicable Class A VFCs on
each Distribution Date following such Distribution Date, to and
including the Distribution Date on which such Class A-1 Carrying
Cost Shortfall or Class A-2 Carrying Cost Shortfall is paid to
the applicable Class A Certificateholders in full. Class A-1
Additional Interest and Class A-2 Additional Interest shall
accrue on the balance of the Class A-1 Carrying Cost Shortfall or
Class A-2 Carrying Cost Shortfall at the applicable Late Payment
Rate during the related Interest Accrual Period, on the basis of
the number of days in that Interest Accrual Period and a year of
365/6 days. Notwithstanding anything to the contrary herein,
Class A-1 Additional Interest and Class A-2 Additional Interest
shall be payable or distributed to the applicable Class A
Certificateholders only to the extent permitted by applicable
law.
(b) The amount of monthly interest (the "Class B Interest")
payable on the Class B VFCs on each Distribution Date shall be
calculated as provided on Exhibit B-3.
On the Determination Date preceding each Distribution Date,
the Servicer shall determine for the Class B VFCs an amount (the
"Class B Carrying Cost Shortfall") equal to the excess, if any,
of (x) the applicable Senior Facilities Costs for such
Distribution Date, over (y) the amount available to be paid to
the Class B Certificateholders in respect of such Senior
Facilities Costs on such Distribution Date. If there is a Class
B Carrying Cost Shortfall with respect to any Distribution Date,
an additional amount ("Class B Additional Interest") shall be
payable as provided herein with respect to the Class B VFCs on
each Distribution Date following such Distribution Date, to and
including the Distribution Date on which such Class B Carrying
Cost Shortfall is paid to the Class B Certificateholders in full.
Class B Additional Interest shall accrue on the balance of the
Class B Carrying Cost Shortfall at the applicable Late Payment
Rate during the related Interest Accrual Period, on the basis of
the number of days in that Accrual Period and a year of 365/6
days. Notwithstanding anything to the contrary herein, Class B
Additional Interest shall be payable or distributed to Class B
Certificateholders only to the extent permitted by applicable
law.
(c) "Total Class Facilities Costs" for each Distribution
Date shall equal (i) for the Class A-1 VFCs, the Class A-1
Interest and any Class A-1 Additional Interest for such
Distribution Date, plus the aggregate amount of Class A-1 Program
Fees and Class A-1 Utilization Fees (each as defined in the
Class A-1 Certificate Purchase Agreement) due and payable on such
Distribution Date pursuant to the Class A-1 Certificate Purchase
Agreement, plus all other amounts due and payable on such
Distribution Date by the Transferor (individually or as
Transferor) to any Class A-1 Purchaser or Agent or the Facility
Agent pursuant to the Class A-1 Certificate Purchase Agreement
(including without limitation pursuant to Section 2.3, 2.4, 2.5
or 2.6 thereof), each determined without regard to the provisions
of subsection 9.11(a) of the Class A-1 Certificate Purchase
Agreement, (ii) for the Class A-2 VFCs, the Class A-2 Interest
and any Class A-2 Additional Interest for such Distribution Date,
plus the aggregate amount of Class A-2 Program Fees and Class A-2
Utilization Fees (each as defined in the Class A-2 Certificate
Purchase Agreement) due and payable on such Distribution Date
pursuant to the Class A-2 Certificate Purchase Agreement, plus
all other amounts due and payable on such Distribution Date by
the Transferor (individually or as Transferor) to any Class A-2
Purchaser or Agent or the Facility Agent pursuant to the
Class A-2 Certificate Purchase Agreement (including without
limitation pursuant to Section 2.3, 2.4, 2.5 or 2.6 thereof),
each determined without regard to the provisions of subsection
9.11(a) of the Class A-2 Certificate Purchase Agreement, and
(iii) for the Class B VFCs, the Class B Interest and any Class B
Additional Interest for such Distribution Date, plus the
aggregate amount of Class B Program Fees and Class B Utilization
Fees (each as defined in the Class B Certificate Purchase
Agreement) due and payable on such Distribution Date pursuant to
the Class B Certificate Purchase Agreement, plus all other
amounts due and payable on such Distribution Date by the
Transferor (individually or as Transferor) to any Class B
Purchaser or Agent or the Facility Agent pursuant to the Class B
Certificate Purchase Agreement (including without limitation
pursuant to Section 2.3, 2.4, 2.5 or 2.6 thereof), each
determined without regard to the provisions of subsection 9.11(a)
of the Class B Certificate Purchase Agreement, as determined by
the applicable Agents in accordance with the respective
Certificate Purchase Agreements and, if applicable,
subsection 4(a) of this Issuance Supplement.
For purposes of determining Senior Facilities Costs,
Mezzanine Facilities Costs and Junior Facilities Costs as to each
Class:
(i) the Total Class Facilities Costs for any
Distribution Date shall constitute Senior Facilities Costs
for such Class to the extent that the Total Class Facilities
Costs do not exceed the product of (A) the daily average
Class A-1 Invested Amount, Class A-2 Invested Amount or
Class B Invested Amount (as applicable) for such Interest
Accrual Period, (B) Adjusted LIBOR plus 2.25% and (C) the
number of days in such Interest Accrual Period divided by
360;
(ii) any excess Total
Class Facilities
Costs for any
Distribution Date
shall constitute
Mezzanine Facilities
Costs for such Class
to the extent that
the excess does not
exceed the product
of (A) the daily
average Class A-1
Invested Amount,
Class A-2 Invested
Amount or Class B
Invested Amount (as
applicable) for such
Interest Accrual
Period, (B) 0.75%
and (C) the number
of days in such
Interest Accrual
Period divided by
360; and
(iii) any remaining excess Total Class Facilities
Costs for any Distribution Date shall constitute Junior
Facilities Costs for such Class.
(d) The Interest Accrual Period for the VFCs for each
Distribution Date shall be the period from and including the
preceding Distribution Date to and excluding such Distribution
Date; provided, however, that the initial Interest Accrual Period
will run from the Series 1999-1 Closing Date to and excluding the
initial Distribution Date.
SECTION 5. Amortization Terms of the VFCs. Principal
payments shall be made on the VFCs: (i) during the Amortization
Period, if any VFCs then remain outstanding, as specified in the
Series Supplement as supplemented by subsection 5(a) below; (ii)
during the portions of the Revolving Period which do not include
any Mandatory Partial Amortization Period and on which the
Partial Amortization Amount is zero, to the extent specified in
subsection 5(b) below; (iii) during the portions of the Revolving
Period which do not include any Mandatory Partial Amortization
Period and on which the Partial Amortization Amount exceeds zero,
to the extent specified in subsection 5(c) below; and (iv) during
any Mandatory Partial Amortization Period, as specified in
subsection 5(d) below.
(a) Subject to the terms of any future Issuance Supplement,
the Amortization Period shall commence on the date determined in
accordance with the definition of "Amortization Period
Commencement Date" in the Series Supplement, without reference to
clause (ii) of that definition. However, nothing contained herein
shall be deemed to constitute a commitment by any Class A-1
Purchaser, Class A-2 Purchaser or Class B Purchaser to extend its
Commitment Expiration Date. Neither the Class A-1 VFCs nor the
Class A-2 VFCs are subject to an Accumulation Period. Clause (a)
of the definition of "Monthly Principal" in the Series
Supplement shall not apply to the VFCs.
(b) (i) No later than 12:00 noon on the second Business
Day immediately prior to each Principal Distribution Date
during the Revolving Period, the Transferor shall provide
written notice to the Trustee, each Agent and the Facility
Agent of such Principal Distribution Date and of the amount
of principal to be repaid on such Principal Distribution
Date.
(ii) On the Business Day preceding each Principal
Distribution Date during the Revolving Period, if the funds
deposited in the Principal Account pursuant to
subsection 4.8(e) of the Series Supplement and available
therein as of such Business Day equal or exceed $1,000,000
(or such lesser amount as may be designated by the
Transferor, as set forth by the Servicer on its behalf in
the Daily Report for such Business Day, and consented to by
the Facility Agent, the Class A-1 Purchasers, the Class A-2
Purchasers and the Class B Purchasers), the Trustee, in
accordance with the instructions from the Servicer set forth
in the Daily Report for such day, shall withdraw from the
Principal Account and deposit in the Distribution Account
the largest multiple of $250,000 that is available (or such
other available amount as may be designated by the
Transferor, as set forth by the Servicer on its behalf in
such Daily Report, and consented to by the Facility Agent,
the Class A-1 Purchasers, the Class A-2 Purchasers and the
Class B Purchasers). Notwithstanding the provisions of
Section 5.1 of the Series Supplement, on each Principal
Distribution Date with respect to the Revolving Period, the
Paying Agent shall pay the amount so deposited in the
Distribution Account to the VFC Certificateholders, in
accordance with the instructions of the Transferor, as set
forth by the Servicer on its behalf in the Daily Report for
such Business Day, which instructions satisfy one or more of
the following provisions:
(A)the Transferor may apply all such funds to the
reduction of the Class A VFC Principal Balance; or
(B)the Transferor may apply all such funds to the
reduction of the Class A VFC Principal Balance and the
Class B VFC Principal Balance in such proportions as it
selects if, after giving effect to the principal
payments to be made on such Principal Distribution
Date, (1) no Series 1999-1 Pay Out Event, Trust Pay
Out Event or Mandatory Partial Amortization Event has
occurred and is continuing, and (2) the Enhancement
Percentage for the Class A Certificates shall be not
less than 38%.
So long as no Series 1999-1 Pay Out Event, Trust Pay Out
Event or Mandatory Partial Amortization Event has occurred
and is continuing, funds to be applied to the reduction of
the Class A VFC Principal Balance pursuant to this clause
(ii) shall be applied first to the reduction of the Class A
-1 VFC Principal Balance, until the Class A-1 VFC Principal
Balance equals zero, and then to the reduction of the
Class A-2 VFC Principal Balance, unless each Class A Owner
otherwise consents.
(iii) On any Business Day, the Transferor may cause
the proceeds of a New Issuance to be deposited in the
Distribution Account, in an amount equal to the largest
multiple of $250,000 that is available (or such other
available amount as may be designated by the Transferor, as
set forth by the Servicer on its behalf in such Daily
Report, and consented to by the Facility Agent, the
Class A-1 Purchasers, the Class A-2 Purchasers and the
Class B Purchasers). Notwithstanding the provisions of
Section 5.1 of the Series Supplement, on the next following
Principal Distribution Date with respect to the Revolving
Period, the Paying Agent shall pay the amount so deposited
in the Distribution Account to the VFC Certificateholders,
in accordance with the instructions of the Transferor, as
set forth by the Servicer on its behalf in the Daily Report
for such Business Day, which instructions satisfy one or
more of the following provisions:
(A)if and to the extent such proceeds are from a New
Issuance which is a Parity Class with the Class A VFC,
the Transferor shall apply all such funds to the
reduction of the Class A VFC Principal Balance;
(B)if and to the extent such proceeds are from a New
Issuance which is a Parity Class with the Class B VFC,
the Transferor shall apply all such funds to the
reduction of the Class B VFC Principal Balance; or
(C)otherwise
(1)the Transferor may apply all such funds to the
reduction of the Class A VFC Principal Balance; or
(2)the Transferor may apply all such funds to the
reduction of the Class A VFC Principal Balance and
the Class B VFC Principal Balance in such
proportions as it selects if, after giving effect
to the principal payments to be made on such
Principal Distribution Date, (x) no Series 1999-1
Pay Out Event, Trust Pay Out Event or Mandatory
Partial Amortization Event has occurred and is
continuing, and (y) the Enhancement Percentage for
the Class A Certificates shall be not less than
38%.
So long as no Series 1999-1 Pay Out Event, Trust Pay Out
Event or Mandatory Partial Amortization Event has occurred
and is continuing, funds to be applied to the reduction of
the Class A VFC Principal Balance pursuant to this clause
(iii) shall be applied first to the reduction of the Class A
-2 VFC Principal Balance, until the Class A-2 VFC Principal
Balance equals zero, and then to the reduction of the
Class A-1 VFC Principal Balance, unless each Class A Owner
otherwise consents.
(c) Notwithstanding the provisions of subsection 4.8(b) of
the Series Supplement and subsection 5(b) of this Issuance
Supplement, if on any Business Day during any portion of the
Revolving Period which is not a Mandatory Partial Amortization
Period, the aggregate Partial Amortization Amount exceeds zero,
until sufficient funds are deposited into the Principal Account
collectively to reduce the aggregate Partial Amortization Amount
plus any Partial Amortization Adjustment Amount to zero on the
related Distribution Date, funds on deposit in the Collection
Account to the extent of the product of (i) the aggregate Exiting
Purchasers' Allocation Percentage and (ii) the amount of
Principal Collections available in the Collection Account with
respect to such Business Day shall (x) first be deposited into
the Principal Account until the amount so deposited equals the
aggregate Partial Amortization Amount plus any related Partial
Amortization Adjustment Amount, and (y) thereafter be applied as
provided in subsection 4.8(b) of the Series Supplement.
Notwithstanding the provisions of Section 5.1 of the Series
Supplement, on each Distribution Date on which the Partial
Amortization Amount exceeds zero (and on such other Business Days
as the Transferor may elect with two Business Days' prior written
notice to each Agent and the Facility Agent; provided that no
more than two changes in the Class A Invested Amount or Class B
Invested Amount would occur in any calendar week as a result of
such election), the Trustee, in accordance with the instructions
from the Servicer set forth in the Daily Report for such day,
shall withdraw funds deposited in the Principal Account pursuant
to this subsection (c) and pay to (i) (A) the applicable
Class A-1 Certificateholder, in the case of Partial Amortization
Amounts relating to Exiting Class A-1 Purchasers, (B) the
applicable Class A-2 Certificateholder, in the case of Partial
Amortization Amounts relating to Exiting Class A-2 Purchasers, or
(C) the applicable Class B Certificateholder, in the case of
Partial Amortization Amounts relating to Exiting Class B
Purchasers, in each case for allocation in accordance with the
applicable Certificate Purchase Agreement, to the extent of the
amounts so deposited, other than in respect of the Partial
Amortization Adjustment Amount, and available therein as of such
Business Day, and (ii) to the Class A VFC Certificateholders, to
the extent of funds so deposited in respect of the Partial
Amortization Adjustment Amount and available therein as of such
Business Day; provided that, after giving effect to such payment,
the Enhancement Percentage for Class A will remain at least equal
to 38%; and provided further that no such payment shall be made
unless the amount thereof exceeds $1,000,000 and is in an
integral multiple of $250,000 (or such amount less than
$1,000,000 as shall equal the sum of the Partial Amortization
Amount and the Partial Amortization Adjustment Amount on such
Business Day), or such other available amount as may be
designated by the Transferor, as set forth by the Servicer on its
behalf in the applicable Daily Report, and consented to by the
Facility Agent, the Class A-1 Purchasers, the Class A-2
Purchasers and the Class B Purchasers. Funds to be so applied in
respect of any Partial Amortization Adjustment Amount to the
reduction of the Class A VFC Principal Balance shall be applied
first to the reduction of the Class A-1 VFC Principal Balance,
until the Class A-1 VFC Principal Balance equals zero, and then
to the reduction of the Class A-2 VFC Principal Balance, unless
each Class A Owner otherwise consents. If any Exiting Purchaser
is a Class B Purchaser, the "Partial Amortization Adjustment
Amount" shall equal the amount, if any, by which the Class A
Invested Amount must be reduced (taking into account a reduction
of the Class B Invested Amount by such Class B Purchaser's
Exiting Purchaser Amortization Amount and any concurrent changes
in the Class A Invested amount, the Class B Invested Amount or
the Invested Amount of any more junior Class) so that the
Enhancement Percentage for Class A will not be less than 38%.
(d) If a Mandatory Partial Amortization Period commences
during the Revolving Period, then notwithstanding the provisions
of subsection 4.8(b) of the Series Supplement and
subsections 5(b) and 5(c) of this Issuance Supplement, on each
Business Day during the Mandatory Partial Amortization Period
until sufficient funds are deposited into the Principal Account
collectively to reduce the portion of the Class A Invested Amount
and the Class B Invested Amount allocable to the VFCs to zero on
the related Distribution Date, funds on deposit in the Collection
Account to the extent of the product of (i) the Fixed Allocation
Percentage and (ii) the amount of Principal Collections available
in the Collection Account with respect to such Business Day shall
(x) first be deposited into the Principal Account until the
amount so deposited equals the sum of the portion of the Class A
Invested Amount allocable to the Class A VFCs and the portion of
the Class B Invested Amount allocable to the Class B VFCs and (y)
thereafter be applied as provided in subsection 4.8(b) of the
Series Supplement. For purposes of subsection 4.3(e) of the
Agreement, on each Business Day during a Mandatory Partial
Amortization Period, the sum of the portion of the Class A
Invested Amount allocable to the Class A VFCs and the portion of
the Class B Invested Amount allocable to the Class B VFCs, minus
the funds on deposit in the Principal Account that are available
to cover the such portions of the Invested Amount on the related
Distribution Date, shall constitute a Principal Shortfall with
respect to the Series 1999-1 Investor Certificates and,
notwithstanding the provisions of subsection 4.8(e) of the Series
Supplement, Shared Principal Collections allocated to the Series
1999-1 Investor Certificates shall be deposited into the
Principal Account and applied as provided in this paragraph until
the amount on deposit therein equals the sum of the portion of
the Class A Invested Amount allocable to the Class A VFCs and the
portion of the Class B Invested Amount allocable to the Class B
VFCs. Amounts deposited in the Principal Account pursuant to
this paragraph shall be applied on each Distribution Date to make
payments of principal to the Class A Certificateholders (pro rata
based on the respective portions of the Class A Invested Amount
held by each) until the portion of the Class A Invested Amount
allocable to the Class A VFCs has been reduced to zero and then
to make payments of principal to the Class B Certificateholders
(pro rata based on the respective portions of the Class B
Invested Amount held by each) until the portion of the Class B
Invested Amount allocable to the Class B VFCs has been reduced to
zero.
(e) The following date is hereby specified for purposes of
clause (a) of the definition of "Class B Principal Payment
Commencement Date" in the Series Supplement: the Distribution
Date on which the Class A Invested Amount is paid in full or, if
there are no Principal Collections allocable to the Series 1999-1
Investor Certificates remaining after payments have been made to
the Class A Certificates on such Distribution Date, the
Distribution Date following the Distribution Date on which the
Class A Invested Amount is paid in full.
(f) Any principal payments made to any VFC
Certificateholder pursuant to this Section 5 shall be made by
wire transfer to such VFC Certificateholder to an account
designated by such VFC Certificateholder by written notice given
to the Paying Agent not less than five (5) Business Days prior to
the related payment date no later than 2:30 p.m., New York City
time, on such payment date.
SECTION 6. Variable Funding Terms of the VFCs.
(a) The Transferor may offer for purchase by Class A-1
Purchasers, Class A-2 Purchasers or Class B Purchasers additional
undivided interests in the Trust in specified amounts (any such
amounts, respectively, an "Additional Class A-1 Invested Amount,"
an "Additional Class A-2 Invested Amount" or an "Additional
Class B Invested Amount" and, collectively, a "VFC Additional
Invested Amounts," and any "Additional Class A-1 Invested Amount"
and "Additional Class A-2 Invested Amount," collectively, an
"Additional Class A Invested Amount") in accordance with the
applicable Certificate Purchase Agreements and this Section 6.
The VFC Additional Invested Amounts on any Business Day shall not
exceed an amount equal to the excess of the aggregate amount of
Principal Receivables and amounts on deposit in the Equalization
Account (other than investment earnings thereon) over the greater
of (a) the sum of (i) the aggregate Invested Amount of each
Series, including the Series 1999-1 Certificates, then out
standing prior to giving effect to the additions of such VFC
Additional Invested Amounts, minus amounts on deposit in the
principal funding account for any Series, if any, and (ii) the
Minimum Transferor Interest and (b) the Minimum Aggregate
Principal Receivables. The aggregate Additional Class A Invested
Amounts and Additional Class B Invested Amounts to be purchased
shall have a minimum aggregate amount of $1,000,000 or more, and
shall be in integral multiples of $250,000 (or such other amount
designated by the Transferor). In no event shall (i) an
Additional Class A-1 Invested Amount be offered for purchase if,
after giving effect to such purchase, the Class A-1 VFC Principal
Balance would exceed the Class A-1 Purchase Limit, (ii) an
Additional Class A-2 Invested Amount be offered for purchase if,
after giving effect to such purchase, the Class A-2 VFC Principal
Balance would exceed the Class A-2 Purchase Limit, or (iii) an
Additional Class B Invested Amount be offered for purchase if,
after giving effect to such purchase, the Class B VFC Principal
Balance would exceed the Class B Purchase Limit. Without the
consent of each affected Class A Purchaser and Class B Purchaser,
the Transferor shall not effect sales of Class A Additional
Invested Amounts or Class B Additional Invested Amounts pursuant
to this Section 6, if, as a result thereof, there would be more
than two changes in the Class A Invested Amount or the Class B
Invested Amount in any calendar week. Without the consent of the
Class A-2 Purchasers, an Additional Class A-1 Invested Amount be
not offered for purchase except to the extent that, after giving
effect to such purchase and any concurrent purchases of
Additional Class A-2 Invested Amounts, the Class A-2 VFC
Principal Balance would equal the Class A-2 Purchase Limit.
(b) If Class A-1 Purchasers acquire an Additional Class A-1
Invested Amount, then in consideration of such Class A-1
Purchasers' payments of an amount equal to such Additional
Class A-1 Invested Amount, the Servicer shall appropriately note
such Additional Class A-1 Invested Amount on the related Daily
Report and direct the Trustee to pay to the Transferor such
Additional Class A-1 Invested Amount, and the Invested Amount of
the Class A-1 Certificates will be equal to the Invested Amount
of the Class A-1 Certificates stated in such Daily Report. If
Class A-2 Purchasers acquire an Additional Class A-2 Invested
Amount, then in consideration of such Class A-2 Purchasers'
payments of an amount equal to such Additional Class A-2 Invested
Amount, the Servicer shall appropriately note such Additional
Class A-2 Invested Amount on the related Daily Report and direct
the Trustee to pay to the Transferor such Additional Class A-2
Invested Amounts, and the Invested Amount of the Class A-2
Certificates will be equal to the Invested Amount of the
Class A-2 Certificates stated in such Daily Report. If Class B
Purchasers acquire an Additional Class B Invested Amount, then in
consideration of such Class B Purchasers' payments of an amount
equal to such Additional Class B Invested Amount, the Servicer
shall appropriately note such Additional Class B Invested Amount
on the related Daily Report and direct the Trustee to pay to the
Transferor such Additional Class B Invested Amounts, and the
Invested Amount of the Class B Certificates will be equal to the
Invested Amount of the Class B Certificates stated in such Daily
Report.
(c) The outstanding amounts of any Additional Class A-1
Invested Amount purchased by each Class A-1 Purchaser shall be
evidenced by the Class A-1 Certificate issued on the Closing Date
substantially in the form of Exhibit A-1 (or thereafter issued in
replacement or exchange therefor). Each Class A-1 Certificate
holder shall and is hereby authorized to record on the grid
attached to its Class A-1 Certificate (or at such Class A-1
Certificateholder's option, in its internal books and records)
the date and amount of any Additional Class A-1 Invested Amount
purchased by it, and each repayment thereof; provided that
failure to make any such recordation on, or any error in, such
grid (or in such books and records) shall not adversely affect
such Class A-1 Certificateholder's rights with respect to its
Class A-1 VFC Principal Balance and its right to receive interest
payments in respect of the Class A-1 VFC Principal Balance held
by such Class A-1 Certificateholder.
(d) The outstanding amounts of any Additional Class A-2
Invested Amount purchased by each Class A-2 Purchaser shall be
evidenced by the Class A-2 Certificate issued on the Closing Date
substantially in the form of Exhibit A-2 (or thereafter issued in
replacement or exchange therefor). Each Class A-2 Certificate
holder shall and is hereby authorized to record on the grid
attached to its Class A-2 Certificate (or at such Class A-2
Certificateholder's option, in its internal books and records)
the date and amount of any Additional Class A-2 Invested Amount
purchased by it, and each repayment thereof; provided that
failure to make any such recordation on, or any error in, such
grid (or in such books and records) shall not adversely affect
such Class A-2 Certificateholder's rights with respect to its
Class A-2 VFC Principal Balance and its right to receive interest
payments in respect of the Class A-2 VFC Principal Balance held
by such Class A-2 Certificateholder.
(e) The outstanding amounts of any Additional Class B
Invested Amount purchased by each Class B Purchaser shall be
evidenced by a Class B Certificate to be issued on the Closing
Date substantially in the form of Exhibit A-3 (or thereafter
issued in replacement or exchange therefor). Each Class B
Certificateholder shall and is hereby authorized to record on the
grid attached to its Class B Certificate (or at such Class B
Certificateholder's option, in its internal books and records)
the date and amount of any Additional Class B Invested Amount
purchased by it, and each repayment thereof; provided that
failure to make any such recordation on, or any error in, such
grid (or in such books and records) shall not adversely affect
such Class B Certificateholder's rights with respect to its
Class B VFC Principal Balance and its right to receive interest
payments in respect of the Class B VFC Principal Balance held by
such Class B Certificateholder.
SECTION 7. [Reserved]
SECTION 8. Mandatory Partial Amortization Events. The
following shall constitute "Mandatory Partial Amortization
Events" for the VFCs:
(a) failure:
(i)on the part of the Transferor or the Servicer to
make any payment or deposit required to be made by the
Transferor or the Servicer by the terms of a
Certificate Purchase Agreement, the Agreement, the
Series Supplement or this Issuance Supplement on or
before the date occurring five (5) Business Days after
the date on which written notice of such failure
requiring the same to be remedied, shall have been
given to the Transferor or the Servicer, as applicable,
by the Trustee, the Facility Agent or any Agent
(subject to the last sentence of this Section 8),
(ii) on the part of the Originator to make any
payment or deposit required to be made by the
Originator by the terms of the Receivables Purchase
Agreement or on the part of the Bank to make any
payment or deposit required to be made by the Bank by
the terms of the Receivables Transfer Agreement (in
either case other than any payment or deposit in
respect of any Defaulted Receivable Repurchase) on or
before the date occurring five (5) Business Days after
the date on which written notice of such failure,
requiring the same to be remedied, shall have been
given to the Originator or the Bank, as applicable, by
the Trustee, the Facility Agent or any Agent (subject
to the last sentence of this Section 8), or
(iii) on the part of the Transferor, the Originator
or the Bank duly to observe or perform in any material
respect any covenants or agreements of the Transferor,
the Originator or the Bank set forth in the Receivables
Purchase Agreement, the Receivables Transfer Agreement,
a Certificate Purchase Agreement, the Agreement, the
Series Supplement or this Issuance Supplement, which
failure has a material adverse effect on the VFC Certi
ficateholders and which continues unremedied for a
period of 60 days after the date on which written
notice of such failure, requiring the same to be reme
died, shall have been given to the Transferor, the
Originator or the Bank, as applicable, by the Trustee,
the Facility Agent or any Agent (subject to the last
sentence of this Section 8), and continues to affect
materially and adversely the interests of the VFC Certi
ficateholders for such period;
(b) any representation or warranty made by the
Transferor in a Certificate Purchase Agreement or by the
Transferor, the Originator or the Bank in the Receivables
Purchase Agreement or the Receivables Transfer Agreement,
(i) shall prove to have been incorrect in any material re
spect when made or when delivered, which continues to be in
correct in any material respect for a period of 60 days
after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to
the Transferor, the Originator or the Bank, as applicable,
by the Trustee, the Facility Agent or any Agent (subject to
the last sentence of this Section 8), and (ii) as a result
of which the interests of the VFC Certificateholders are
materially and adversely affected and continue to be
materially and adversely affected for such period; provided,
however, that a Mandatory Partial Amortization Event pursu
ant to this subsection 8(b) shall not be deemed to have
occurred hereunder with respect to the representations and
warranties made by the Originator referenced in Section 2.04
of the Receivables Purchase Agreement or the Bank referenced
in Section 2.04 of the Receivables Transfer Agreement if the
Originator shall have performed its related obligations
under Section 2.04 of the Receivables Purchase Agreement; or
(c) failure on the part of the Servicer duly to
observe or perform in any respect any covenants or
agreements of the Servicer set forth in the Agreement, the
Series Supplement, this Issuance Supplement or a Certificate
Purchase Agreement (other than those set forth in subsection
10.1(a) thereof), which has a material adverse effect on the
VFC Certificateholders and which continues unremedied for a
period of 30 days after the date on which written notice of
such failure, requiring the same to be remedied, has been
given to the Servicer by the Trustee, the Facility Agent or
any Agent (subject to the last sentence of this Section 8)
and continues to materially adversely affect the VFC
Certificateholders for such period; or the Servicer shall
delegate its duties under the Agreement, except as permitted
by Section 8.7 thereof; or any representation, warranty or
certification made by the Servicer in the Agreement or a
Certificate Purchase Agreement or in any certificate
delivered pursuant to the Agreement or a Certificate
Purchase Agreement shall prove to have been incorrect when
made, which has a material adverse effect on the VFC
Certificateholders and which continues to be incorrect in
any material respect for a period of 45 days after the date
on which written notice of such failure, requiring the same
to be remedied, shall have been given to the Servicer by the
Trustee, the Facility Agent or any Agent (subject to the
last sentence of this Section 8) and continues to materially
adversely affect such Certificateholders for such period.
Notwithstanding the foregoing, a delay in or failure of
performance referred to in subsection 8(c) for a period of 60
days (less the applicable grace periods specified in such
subsections), shall not constitute a Mandatory Partial
Amortization Event if such delay or failure could not be
prevented by the exercise of reasonable diligence by the Servicer
and such delay or failure was caused by an act of God or the
public enemy, acts of declared or undeclared war, public
disorder, rebellion, riot or sabotage, epidemics, landslides,
lightning, fire, hurricanes, tornadoes, earthquakes, nuclear
disasters or meltdowns, floods, power outages, computer failure
or similar causes; provided, however, that the Servicer shall not
be excused by reason of any of the foregoing events from causing
the Trustee to make timely payment of amounts required to be paid
pursuant to Sections 4.12 and 4.13 of the Series Supplement. The
preceding sentence shall not relieve the Servicer from using its
best efforts to perform its obligations in a timely manner, and
the Servicer shall provide the Trustee, the Transferor, the
Facility Agent and each Agent with an Officer's Certificate
giving prompt notice of such failure or delay by it, together
with a description of the cause of such failure or delay and its
efforts so to perform its obligations. In no event shall the
Trustee, the Facility Agent or any Agent have any obligation to
give any notice described above in this Section 8 unless such
Person shall have actual knowledge of the event or circumstance
permitting such notice to be given and, in the case of the
Facility Agent or any Agent, such Person shall be required to
give such notice pursuant to the applicable Certificate Purchase
Agreement.
SECTION 9. Additional VFC Provisions. (a) Section 10.2 of
the Agreement shall read in its entirety as provided in the
Agreement and, in addition, the following sentence should be
inserted in the fifteenth line of subsection 10.2(a) between the
phrase "acceptable to the Trustee." and "If such Successor
Servicer is" and shall be applicable only with respect to the
VCFs: "Any Successor Servicer must either (A) be approved by the
Facility Agent, the Class A-1 Purchasers, the Class A-2
Purchasers and the Class B Purchasers or (B) be a Person which
(i) has a tangible net worth of at least $50,000,000, (ii) has
serviced an average of at least $1,000,000,000 of credit or
charge card receivables outstanding during the previous 12 months
and (iii) has a senior long-term debt rating, as determined by at
least one nationally recognized statistical rating organization,
of at least "BBB" or its equivalent, provided, that if such
Successor Servicer has no long term debt or such debt is not
rated by a nationally recognized statistical rating organization,
the long term debt rating of its parent must be at least "BBB" or
its equivalent."
(b) Section 11.7 of the Agreement shall read in its
entirety as provided in the Agreement and, in addition, the
following sentence shall be added to the end of subsection
11.7(c) of the Agreement and shall be applicable only to the
VFCs: "Any successor trustee appointed pursuant to this
Section 11.7 shall be subject to the written consents of the
Facility Agent, the Class A-1 Purchasers, the Class A-2
Purchasers and the Class B Purchasers, which consents shall not
be unreasonably withheld."
(c) A copy of each notice, demand, direction, report,
Officer's Certificate or other certificate, election and opinion
required to be sent or delivered to the Rating Agency or the
Trustee shall also be sent or delivered and, in the case of
opinions or letters of reliance thereon, shall be addressed to
the Facility Agent and each Agent, for the benefit of itself and
each related Class A-1 Purchaser, Class A-2 Purchaser and Class B
Purchasers.
(d) For purposes of any provision of the Agreement or the
Series Supplement which requires that any Rating Agency confirm
that an action or condition would not result in a reduction or
withdrawal of its rating of the Series 1999-1 Certificates or any
class thereof, such requirement shall mean, with respect to the
VFCs, that (i) each Rating Agency shall have confirmed that such
action or condition would not result in a reduction or withdrawal
of its rating of any Class of the VFCs, and (ii) that each of
βββββ'β, Standard & Poor's and, if applicable, Fitch IBCA, Inc.
shall have confirmed to each Conduit Purchaser (as defined in
each applicable Certificate Purchase Agreement) that such action
or condition would not result in a reduction or withdrawal of its
rating of any commercial paper notes or other obligations issued
by such Conduit Purchaser, without giving effect to any increase
of any credit or liquidity enhancement provided to such Conduit
Purchaser (other than, in the case of a purchase of Additional
Class A Invested Amounts or Additional Class B Invested Amounts,
as applicable, a proportionate increase in the liquidity support
provided to such Conduit Purchaser by its related Liquidity
Purchasers (as defined in the applicable Certificate Purchase
Agreement) in respect of its interest in the VFCs).
(e) The Transferor and the Servicer shall not permit a New
Issuance to occur in violation of the terms of any Certificate
Purchase Agreement.
(f) For purposes of this Issuance Supplement, (i) consents
required to be given by the Class A-1 Purchasers shall be deemed
to have been given if provided (A) by Class A-1
Certificateholders holding Undivided Interests aggregating more
than 50% of the portion of the Invested Amount represented by the
Class A-1 Certificates or (B) by one or more Agents under the
Class A-1 Certificate Purchase Agreement which certify that they
are entitled to give such consent on behalf of Class A-1
Purchasers as provided in the Class A-1 Certificate Purchase
Agreement; (ii) consents required to be given by the Class A-2
Purchasers shall be deemed to have been given if provided (A) by
Class A-2 Certificateholders holding Undivided Interests
aggregating more than 50% of the portion of the Invested Amount
represented by the Class A-2 Certificates or (B) by one or more
Agents under the Class A-2 Certificate Purchase Agreement which
certify that they are entitled to give such consent on behalf of
Class A-2 Purchasers as provided in the Class A-2 Certificate
Purchase Agreement; and (iii) consents required to be given by
the Class B Purchasers shall be deemed to have been given if
provided (A) by Class B Certificateholders holding Undivided
Interests aggregating more than 50% of the portion of the
Invested Amount represented by the Class B Certificates or (B) by
one or more Agents under the Class B Certificate Purchase
Agreement which certify that they are entitled to give such
consent on behalf of Class B Purchasers as provided in the
Class B Certificate Purchase Agreement.
(g) The Transferor shall not deposit funds in any
Defeasance Account with respect to the VFCs of any Class which is
a Parity Class with respect to VFCs unless either (i) each Rating
Agency shall have confirmed that such deposit would not result in
a reduction or withdrawal of its rating on each Class of VFCs, or
(ii) each Class A Purchaser and Class B Purchaser shall have
consented to such deposit.
SECTION 10. Ratification of Agreement. As supplemented by
this Issuance Supplement, the Agreement is in all respects
ratified and confirmed and the Agreement as so supplemented by
this Issuance Supplement shall be read, taken, and construed as
one and the same instrument.
SECTION 11. Counterparts. This Issuance Supplement may be
executed in any number of counterparts, each of which so executed
shall be deemed to be an original, but all of such counterparts
shall together constitute but one and the same instrument.
SECTION 12. GOVERNING LAW. THIS ISSUANCE SUPPLEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 13. The Trustee. The Trustee shall not be
responsible in any manner whatsoever for or in respect of the
sufficiency of this Issuance Supplement or for or in respect of
the Preliminary Statement contained herein, all of which recitals
are made solely by the Transferor.
SECTION 14. Limitation of Liability. It is expressly
understood and agreed by the parties hereto that (a) this
Issuance Supplement is executed and delivered by Bankers Trust
(Delaware), not individually or personally but solely as Trustee
under this Issuance Supplement, in the exercise of the powers and
authority conferred and vested in it under the Agreement,
(b) each of the representations, undertakings and agreements
herein made on the part of the Trustee is made and intended not
as personal representations, undertakings and agreements by
Bankers Trust (Delaware) but is made and intended for the purpose
for binding only the Trustee and (c) under no circumstances shall
Bankers Trust (Delaware) be personally liable for the payment of
any indebtedness or expenses of the Trustee or be liable for the
breach or failure of any obligation, representation, warranty or
covenant made or undertaken by the Trustee under this Issuance
Supplement or the other related documents.
SECTION 15. Instructions in Writing. All instructions or
other communications given by the Servicer or any other person to
the Trustee pursuant to this Issuance Supplement shall be in
writing, and, with respect to the Servicer, may be included in a
Daily Report or Settlement Statement.
[Signatures Follow]
IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this Issuance Supplement to be duly executed
by their respective officers as of the day and year first above
written.
SRI Receivables Purchase Co., Inc.,
Transferor
By: /s/ βββββββ β. ββββββ
Name: βββββββ β. ββββββ
Title: SVP
Specialty Retailers, Inc., Servicer
By: /s/ βββββ β. ββββββ
Name: βββββ β. ββββββ
Title: Vice Chairman, CFO
Bankers Trust (Delaware), not in its
individual capacity but solely as Trustee
By: /s/ ββββββββ β β βββββ
Name: ββββββββ β β βββββ
Title: Attorney in Fact
Exhibit A-1
No. ___
FORM OF CLASS A-1 VARIABLE FUNDING CERTIFICATE
THIS CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED
IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS CERTIFICATE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAW OF ANY STATE AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS REGISTERED
PURSUANT TO OR EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT
AND ANY OTHER APPLICABLE SECURITIES LAW.
EACH PURCHASER AND HOLDER OF THIS CERTIFICATE REPRESENTS AND
WARRANTS FOR THE BENEFIT OF SRI RECEIVABLES PURCHASE CO., INC.
AND SPECIALTY RETAILERS, INC., THAT SUCH PURCHASER OR HOLDER
EITHER (A) IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN
SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA") THAT IS SUBJECT TO THE PROVISIONS OF
TITLE I OF ERISA, (II) A PLAN OR OTHER ARRANGEMENT (INCLUDING AN
INDIVIDUAL RETIREMENT ACCOUNT OR βββββ PLAN) THAT IS SUBJECT TO
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE"), OR (III) A "BENEFIT PLAN INVESTOR" (AS DEFINED IN
UNITED STATES DEPARTMENT OF LABOR ("DOL") REGULATION SECTION
2510.3-101) OR (B) IS AN INSURANCE COMPANY ACTING ON BEHALF OF
ITS GENERAL ACCOUNT AND (I) ON THE DATE IT ACQUIRES THIS
CERTIFICATE, LESS THAN 25% OF THE ASSETS OF SUCH GENERAL ACCOUNT
(AS DETERMINED BY SUCH INSURANCE COMPANY) CONSTITUTE "PLAN
ASSETS" FOR PURPOSES OF TITLE I OF ERISA OR SECTION 4975 OF THE
CODE, (II) IF AFTER THE INITIAL ACQUISITION OF THIS CERTIFICATE,
DURING ANY CALENDAR QUARTER 25% OR MORE OF THE ASSETS OF SUCH
GENERAL ACCOUNT (AS DETERMINED BY SUCH INSURANCE COMPANY)
CONSTITUTE "PLAN ASSETS" FOR PURPOSES OF TITLE I OF ERISA OR
SECTION 4975 OF THE CODE AND NO EXEMPTION OR EXCEPTION FROM THE
PROHIBITED TRANSACTION RULES APPLIES TO THE CONTINUED HOLDING OF
THIS CERTIFICATE UNDER SECTION 401(c) OF ERISA AND FINAL
REGULATIONS THEREUNDER OR AN EXEMPTION OR REGULATION ISSUED BY
THE DOL UNDER ERISA, THEN SUCH INSURANCE COMPANY WILL DISPOSE OF
ALL OF THE CERTIFICATES THEN HELD IN ITS GENERAL ACCOUNT BY THE
END OF THE NEXT FOLLOWING CALENDAR QUARTER, AND (III) ON THE DATE
IT ACQUIRES THIS CERTIFICATE AND THROUGHOUT THE PERIOD THAT IT
HOLDS THEM IT MEETS ALL THE REQUIREMENTS OF AND IS ELIGIBLE FOR
EXEMPTIVE RELIEF UNDER PTCE 95-60.
SRI RECEIVABLES MASTER TRUST
CLASS A-1 VARIABLE FUNDING CERTIFICATE, SERIES 1999-1
Evidencing an undivided interest in a trust, the corpus of which
consists of receivables generated from time to time in the
ordinary course of business from a portfolio of consumer
revolving credit card accounts of Specialty Retailers, Inc.
("SRI"), Granite National Bank, N.A. or subsidiaries of SRI and
other assets and interests constituting the Trust under the
Agreement described below.
(Not an interest in or a recourse obligation of SRI Receivables
Purchase Co., Inc.,
SRI or any affiliate of either of them.)
This certifies that [________________________] (the
"Certificateholder") is the registered owner of a fractional
undivided interest in the SRI Receivables Master Trust (the
"Trust") issued pursuant to the Second Amended and Restated
Pooling and Servicing Agreement, dated as of November 1, 1999
(the "Pooling and Servicing Agreement"; such term to include any
amendment or supplement thereto) by and among SRI Receivables
Purchase Co., Inc., as Transferor (the "Transferor"), SRI, as the
Servicer (together with its successors and assigns in such
capacity, the "Servicer"), and Bankers Trust (Delaware), as
Trustee (together with its successors in such capacity, the
"Trustee"), the Series 1999-1 Supplement, dated as of November 9,
1999 (the "Series 1999-1 Supplement"), among the Transferor, SRI,
as Servicer, and the Trustee and the Issuance Supplement I, dated
as of November 9, 1999 (the "Issuance Supplement") among the
Transferor, SRI, as Servicer, and the Trustee. The Pooling and
Servicing Agreement, as supplemented by the Series 1999-1
Supplement and the Issuance Supplement, is herein referred to as
the "Agreement". The corpus of the Trust consists of all of the
Transferor's right, title and interest in, to and under the Trust
Property (as defined in the Agreement).
This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for information with
respect to the interests, rights, benefits, obligations,
proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them
in the Agreement. This Certificate is one of a Series of
Certificates entitled "SRI Receivables Master Trust Class A-1
Variable Funding Certificates, Series 1999-1" (the "Class A-1
Certificates"), each of which represents a fractional undivided
interest in the Trust, and is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which
Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the
Certificateholder is bound.
Pursuant to the Agreement, the Trust has also issued a
classes of certificates entitled the "SRI Receivables Master
Trust Class A-2 Variable Funding Certificates, Series 1999-1"
(the "Class A-2 Certificates" and, together with the Class A-1
Certificates, the "Class A Certificates"), the "SRI Receivables
Master Trust Class B Variable Funding Certificates, Series
1999-1" (the "Class B Certificates"), the "SRI Receivables Master
Trust Floating Rate Class C Certificates, Series 1999-1" (the
"Class C Certificates"), the "SRI Receivables Master Trust
Floating Rate Class D Certificates, Series 1999-1" (the "Class D
Certificates") and the "SRI Receivables Master Trust Class E
Certificates, Series 1999-1" (the "Class E Certificates"). The
Class A-2 Certificates are on a parity with the Class A-1
Certificates, and the Class B Certificates, the Class C
Certificates, the Class D Certificates and the Class E
Certificates are subordinated to the Class A Certificates as and
to the extent provided in the Agreement.
The principal of and interest on this Certificate will be
payable as and to the extent provided in the Agreement.
The Class A-1 Initial Invested Amount of this Certificate is
set forth on the grid attached hereto. The Class A-1
Certificateholder or its agent is authorized from time to time to
record the amount and date of each Additional Class A-1 Invested
Amount evidenced by this Certificate and each payment of
principal of this Certificate on such grid or on a continuation
thereof which shall be attached thereto and made a part thereof,
and any such notation shall constitute prima facie evidence of
the accuracy of the information so recorded; provided that
failure to make any such recordation on such grid or any error in
such grid shall not adversely affect such Class A-1
Certificateholder's rights with respect to its Class A-1 VFC
Principal Balance and its right to receive interest payments in
respect of this Certificate.
The Transferor has structured the Agreement and the
Certificates with the intention that the Class A-1 Certificates
will qualify under applicable tax law as debt, and the Transferor
and each holder of a Class A-1 Certificate or of any interest
therein by acceptance of its Class A-1 Certificate or any
interest therein, agrees to treat the Class A-1 Certificates for
purposes of federal, state and local income or franchise taxes
and any other tax imposed on or measured by income, as debt.
It is expressly understood and agreed by the parties hereto
that (a) this Certificate is executed and delivered by Bankers
Trust (Delaware), not individually or personally but solely as
Trustee, (b) each of the representations, undertakings and
agreements herein made on the part of the Trustee is made and
intended not as personal representations, undertakings and
agreements by Bankers Trust (Delaware) but is made and intended
for the purpose for binding only the Trustee and (c) under no
circumstances shall Bankers Trust (Delaware) be personally liable
for the payment of any indebtedness or expenses of the Trustee or
be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the
Trustee under this Certificate.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature,
this Certificate shall not be entitled to any benefit under the
Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this
Certificate to be duly executed under its official seal.
SRI RECEIVABLES PURCHASE CO., INC.,
Transferor
By:_____________________________________
_
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-1 Certificates referred to in the
within-mentioned Pooling and Servicing Agreement.
Date: BANKERS TRUST (DELAWARE), not in
its individual
capacity but solely as Trustee
By: [______________], as Authenticating
Agent
By: ____________________________________
Authorized Signatory
GRID TO CLASS A-1 CERTIFICATE NO. ____
Date of Additional Amount of Notation Made
Transaction Class A-1 Principal By
Invested Payment
Amount
$ N/A N/A
(Class A-1
Initial
Invested
Amount)
Exhibit A-2
No. ___
CLASS A-2 VARIABLE FUNDING CERTIFICATE
THIS CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED
IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS CERTIFICATE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAW OF ANY STATE AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS REGISTERED
PURSUANT TO OR EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT
AND ANY OTHER APPLICABLE SECURITIES LAW.
EACH PURCHASER AND HOLDER OF THIS CERTIFICATE REPRESENTS AND
WARRANTS FOR THE BENEFIT OF SRI RECEIVABLES PURCHASE CO., INC.
AND SPECIALTY RETAILERS, INC., THAT SUCH PURCHASER OR HOLDER
EITHER (A) IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN
SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA") THAT IS SUBJECT TO THE PROVISIONS OF
TITLE I OF ERISA, (II) A PLAN OR OTHER ARRANGEMENT (INCLUDING AN
INDIVIDUAL RETIREMENT ACCOUNT OR βββββ PLAN) THAT IS SUBJECT TO
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE"), OR (III) A "BENEFIT PLAN INVESTOR" (AS DEFINED IN
UNITED STATES DEPARTMENT OF LABOR ("DOL") REGULATION SECTION
2510.3-101) OR (B) IS AN INSURANCE COMPANY ACTING ON BEHALF OF
ITS GENERAL ACCOUNT AND (I) ON THE DATE IT ACQUIRES THIS
CERTIFICATE, LESS THAN 25% OF THE ASSETS OF SUCH GENERAL ACCOUNT
(AS DETERMINED BY SUCH INSURANCE COMPANY) CONSTITUTE "PLAN
ASSETS" FOR PURPOSES OF TITLE I OF ERISA OR SECTION 4975 OF THE
CODE, (II) IF AFTER THE INITIAL ACQUISITION OF THIS CERTIFICATE,
DURING ANY CALENDAR QUARTER 25% OR MORE OF THE ASSETS OF SUCH
GENERAL ACCOUNT (AS DETERMINED BY SUCH INSURANCE COMPANY)
CONSTITUTE "PLAN ASSETS" FOR PURPOSES OF TITLE I OF ERISA OR
SECTION 4975 OF THE CODE AND NO EXEMPTION OR EXCEPTION FROM THE
PROHIBITED TRANSACTION RULES APPLIES TO THE CONTINUED HOLDING OF
THIS CERTIFICATE UNDER SECTION 401(c) OF ERISA AND FINAL
REGULATIONS THEREUNDER OR AN EXEMPTION OR REGULATION ISSUED BY
THE DOL UNDER ERISA, THEN SUCH INSURANCE COMPANY WILL DISPOSE OF
ALL OF THE CERTIFICATES THEN HELD IN ITS GENERAL ACCOUNT BY THE
END OF THE NEXT FOLLOWING CALENDAR QUARTER, AND (III) ON THE DATE
IT ACQUIRES THIS CERTIFICATE AND THROUGHOUT THE PERIOD THAT IT
HOLDS THEM IT MEETS ALL THE REQUIREMENTS OF AND IS ELIGIBLE FOR
EXEMPTIVE RELIEF UNDER PTCE 95-60.
SRI RECEIVABLES MASTER TRUST
CLASS A-2 VARIABLE FUNDING CERTIFICATE, SERIES 1999-1
Evidencing an undivided interest in a trust, the corpus of which
consists of receivables generated from time to time in the
ordinary course of business from a portfolio of consumer
revolving credit card accounts of Specialty Retailers, Inc.
("SRI"), Granite National Bank, N.A. or subsidiaries of SRI and
other assets and interests constituting the Trust under the
Agreement described below.
(Not an interest in or a recourse obligation of SRI Receivables
Purchase Co., Inc.,
SRI or any affiliate of either of them.)
This certifies that [________________________] (the
"Certificateholder") is the registered owner of a fractional
undivided interest in the SRI Receivables Master Trust (the
"Trust") issued pursuant to the Second Amended and Restated
Pooling and Servicing Agreement, dated as of November 1, 1999
(the "Pooling and Servicing Agreement"; such term to include any
amendment or supplement thereto) by and among SRI Receivables
Purchase Co., Inc., as Transferor (the "Transferor"), SRI, as the
Servicer (together with its successors and assigns in such
capacity, the "Servicer"), and Bankers Trust (Delaware), as
Trustee (together with its successors in such capacity, the
"Trustee"), the Series 1999-1 Supplement, dated as of November 9,
1999 (the "Series 1999-1 Supplement"), among the Transferor, SRI,
as Servicer, and the Trustee and the Issuance Supplement I,
dated as of November 9, 1999 (the "Issuance Supplement") among
the Transferor, SRI, as Servicer, and the Trustee. The Pooling
and Servicing Agreement, as supplemented by the Series 1999-1
Supplement and the Issuance Supplement, is herein referred to as
the "Agreement". The corpus of the Trust consists of all of the
Transferor's right, title and interest in, to and under the Trust
Property (as defined in the Agreement).
This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for information with
respect to the interests, rights, benefits, obligations,
proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them
in the Agreement. This Certificate is one of a Series of
Certificates entitled "SRI Receivables Master Trust Class A-2
Variable Funding Certificates, Series 1999-1" (the "Class A-2
Certificates"), each of which represents a fractional undivided
interest in the Trust, and is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which
Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the
Certificateholder is bound.
Pursuant to the Agreement, the Trust has also issued a
classes of certificates entitled the "SRI Receivables Master
Trust Class A-1 Variable Funding Certificates, Series 1999-1"
(the "Class A-1 Certificates" and, together with the Class A-2
Certificates, the "Class A Certificates"), the "SRI Receivables
Master Trust Class B Variable Funding Certificates, Series
1999-1" (the "Class B Certificates"), the "SRI Receivables Master
Trust Floating Rate Class C Certificates, Series 1999-1" (the
"Class C Certificates"), the "SRI Receivables Master Trust
Floating Rate Class D Certificates, Series 1999-1" (the "Class D
Certificates") and the "SRI Receivables Master Trust Class E
Certificates, Series 1999-1" (the "Class E Certificates"). The
Class A-1 Certificates are on a parity with the Class A-2
Certificates, and the Class B Certificates, the Class C
Certificates, the Class D Certificates and the Class E
Certificates are subordinated to the Class A Certificates as and
to the extent provided in the Agreement.
The principal of and interest on this Certificate will be
payable as and to the extent provided in the Agreement.
The Class A-2 Initial Invested Amount of this Certificate is
set forth on the grid attached hereto. The Class A-2
Certificateholder or its agent is authorized from time to time to
record the amount and date of each Additional Class A-2 Invested
Amount evidenced by this Certificate and each payment of
principal of this Certificate on such grid or on a continuation
thereof which shall be attached thereto and made a part thereof,
and any such notation shall constitute prima facie evidence of
the accuracy of the information so recorded; provided that
failure to make any such recordation on such grid or any error in
such grid shall not adversely affect such Class A-2
Certificateholder's rights with respect to its Class A-2 VFC
Principal Balance and its right to receive interest payments in
respect of this Certificate.
The Transferor has structured the Agreement and the
Certificates with the intention that the Class A-2 Certificates
will qualify under applicable tax law as debt, and the Transferor
and each holder of a Class A-2 Certificate or of any interest
therein by acceptance of its Class A-2 Certificate or any
interest therein, agrees to treat the Class A-2 Certificates for
purposes of federal, state and local income or franchise taxes
and any other tax imposed on or measured by income, as debt.
It is expressly understood and agreed by the parties hereto
that (a) this Certificate is executed and delivered by Bankers
Trust (Delaware), not individually or personally but solely as
Trustee, (b) each of the representations, undertakings and
agreements herein made on the part of the Trustee is made and
intended not as personal representations, undertakings and
agreements by Bankers Trust (Delaware) but is made and intended
for the purpose for binding only the Trustee and (c) under no
circumstances shall Bankers Trust (Delaware) be personally liable
for the payment of any indebtedness or expenses of the Trustee or
be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the
Trustee under this Certificate.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature,
this Certificate shall not be entitled to any benefit under the
Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this
Certificate to be duly executed under its official seal.
SRI RECEIVABLES PURCHASE CO., INC.,
Transferor
By:_____________________________________
_
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-2 Certificates referred to in the
within-mentioned Pooling and Servicing Agreement.
Date: BANKERS TRUST (DELAWARE), not in
its individual
capacity but solely as Trustee
By: [______________], as Authenticating
Agent
By: ____________________________________
Authorized Signatory
GRID TO CLASS A-2 CERTIFICATE NO. ____
Date of Additional Amount of Notation Made
Transaction Class A-2 Principal By
Invested Payment
Amount
$ N/A N/A
(Class A-2
Initial
Invested
Amount)
Exhibit A-3
No. ____
CLASS B VARIABLE FUNDING CERTIFICATE
THIS CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED
IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS CERTIFICATE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAW OF ANY STATE AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS REGISTERED
PURSUANT TO OR EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT
AND ANY OTHER APPLICABLE SECURITIES LAW.
EACH PURCHASER AND HOLDER OF THIS CERTIFICATE REPRESENTS AND
WARRANTS FOR THE BENEFIT OF SRI RECEIVABLES PURCHASE CO., INC.
AND SPECIALTY RETAILERS, INC., THAT SUCH PURCHASER OR HOLDER
EITHER (A) IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN
SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA") THAT IS SUBJECT TO THE PROVISIONS OF
TITLE I OF ERISA, (II) A PLAN OR OTHER ARRANGEMENT (INCLUDING AN
INDIVIDUAL RETIREMENT ACCOUNT OR βββββ PLAN) THAT IS SUBJECT TO
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE"), OR (III) A "BENEFIT PLAN INVESTOR" (AS DEFINED IN
UNITED STATES DEPARTMENT OF LABOR ("DOL") REGULATION SECTION
2510.3-101) OR (B) IS AN INSURANCE COMPANY ACTING ON BEHALF OF
ITS GENERAL ACCOUNT AND (I) ON THE DATE IT ACQUIRES THIS
CERTIFICATE, LESS THAN 25% OF THE ASSETS OF SUCH GENERAL ACCOUNT
(AS DETERMINED BY SUCH INSURANCE COMPANY) CONSTITUTE "PLAN
ASSETS" FOR PURPOSES OF TITLE I OF ERISA OR SECTION 4975 OF THE
CODE, (II) IF AFTER THE INITIAL ACQUISITION OF THIS CERTIFICATE,
DURING ANY CALENDAR QUARTER 25% OR MORE OF THE ASSETS OF SUCH
GENERAL ACCOUNT (AS DETERMINED BY SUCH INSURANCE COMPANY)
CONSTITUTE "PLAN ASSETS" FOR PURPOSES OF TITLE I OF ERISA OR
SECTION 4975 OF THE CODE AND NO EXEMPTION OR EXCEPTION FROM THE
PROHIBITED TRANSACTION RULES APPLIES TO THE CONTINUED HOLDING OF
THIS CERTIFICATE UNDER SECTION 401(c) OF ERISA AND FINAL
REGULATIONS THEREUNDER OR AN EXEMPTION OR REGULATION ISSUED BY
THE DOL UNDER ERISA, THEN SUCH INSURANCE COMPANY WILL DISPOSE OF
ALL OF THE CERTIFICATES THEN HELD IN ITS GENERAL ACCOUNT BY THE
END OF THE NEXT FOLLOWING CALENDAR QUARTER, AND (III) ON THE DATE
IT ACQUIRES THIS CERTIFICATE AND THROUGHOUT THE PERIOD THAT IT
HOLDS THEM IT MEETS ALL THE REQUIREMENTS OF AND IS ELIGIBLE FOR
EXEMPTIVE RELIEF UNDER PTCE 95-60.
SRI RECEIVABLES MASTER TRUST
CLASS B VARIABLE FUNDING CERTIFICATE, SERIES 1999-1
Evidencing an undivided interest in a trust, the corpus of which
consists of receivables generated from time to time in the
ordinary course of business from a portfolio of consumer
revolving credit card accounts of Specialty Retailers, Inc.
("SRI"), Granite National Bank, N.A. or subsidiaries of SRI and
other assets and interests constituting the Trust under the
Agreement described below.
(Not an interest in or a recourse obligation of SRI Receivables
Purchase Co., Inc.,
SRI or any affiliate of either of them.)
This certifies that [________________________] (the
"Certificateholder") is the registered owner of a fractional
undivided interest in the SRI Receivables Master Trust (the
"Trust") issued pursuant to the Second Amended and Restated
Pooling and Servicing Agreement, dated as of November 1, 1999
(the "Pooling and Servicing Agreement"; such term to include any
amendment or supplement thereto) by and among SRI Receivables
Purchase Co., Inc., as Transferor (the "Transferor"), SRI, as the
Servicer (together with its successors and assigns in such
capacity, the "Servicer"), and Bankers Trust (Delaware), as
Trustee (together with its successors in such capacity, the
"Trustee"), the Series 1999-1 Supplement, dated as of November 9,
1999 (the "Series 1999-1 Supplement"), among the Transferor, SRI,
as Servicer, and the Trustee and the Issuance Supplement I, dated
as of November 9, 1999 (the "Issuance Supplement") among the
Transferor, SRI, as Servicer, and the Trustee. The Pooling and
Servicing Agreement, as supplemented by the Series 1999-1
Supplement and the Issuance Supplement, is herein referred to as
the "Agreement". The corpus of the Trust consists of all of the
Transferor's right, title and interest in, to and under the Trust
Property (as defined in the Agreement).
This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for information with
respect to the interests, rights, benefits, obligations,
proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them
in the Agreement. This Certificate is one of a Series of
Certificates entitled "SRI Receivables Master Trust Class B
Variable Funding Certificates, Series 1999-1" (the "Class B
Certificates"), each of which represents a fractional undivided
interest in the Trust, and is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which
Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the
Certificateholder is bound.
Pursuant to the Agreement, the Trust has also issued a
classes of certificates entitled the "SRI Receivables Master
Trust Class A-1 Variable Funding Certificates, Series 1999-1"
(the "Class A-1 Certificates"), the "SRI Receivables Master Trust
Class A-2 Variable Funding Certificates, Series 1999-1" (the
"Class A-2 Certificates" and, together with the Class A-1
Certificates, the "Class A Certificates"), the "SRI Receivables
Master Trust Floating Rate Class C Certificates, Series 1999-1"
(the "Class C Certificates"), the "SRI Receivables Master Trust
Floating Rate Class D Certificates, Series 1999-1" (the "Class D
Certificates") and the "SRI Receivables Master Trust Class E
Certificates, Series 1999-1" (the "Class E Certificates"). The
Class B Certificates are subordinate to the Class A Certificates,
and the Class C Certificates, the Class D Certificates and the
Class E Certificates are subordinate to the Class A Certificates
and the Class B Certificates as and to the extent provided in the
Agreement.
The principal of and interest on this Certificate will be
payable as and to the extent provided in the Agreement.
The Class B Initial Invested Amount of this Certificate is
set forth on the grid attached hereto. The Class B
Certificateholder or its agent is authorized from time to time to
record the amount and date of each Additional Class B Invested
Amount evidenced by this Certificate and each payment of
principal of this Certificate on such grid or on a continuation
thereof which shall be attached thereto and made a part thereof,
and any such notation shall constitute prima facie evidence of
the accuracy of the information so recorded; provided that
failure to make any such recordation on such grid or any error in
such grid shall not adversely affect such Class B
Certificateholder's rights with respect to its Class B VFC
Principal Balance and its right to receive interest payments in
respect of this Certificate.
The Transferor has structured the Agreement and the
Certificates with the intention that the Class B Certificates
will qualify under applicable tax law as debt, and the Transferor
and each holder of a Class B Certificate or of any interest
therein by acceptance of its Class B Certificate or any interest
therein, agrees to treat the Class B Certificates for purposes of
federal, state and local income or franchise taxes and any other
tax imposed on or measured by income, as debt.
It is expressly understood and agreed by the parties hereto
that (a) this Certificate is executed and delivered by Bankers
Trust (Delaware), not individually or personally but solely as
Trustee, (b) each of the representations, undertakings and
agreements herein made on the part of the Trustee is made and
intended not as personal representations, undertakings and
agreements by Bankers Trust (Delaware) but is made and intended
for the purpose for binding only the Trustee and (c) under no
circumstances shall Bankers Trust (Delaware) be personally liable
for the payment of any indebtedness or expenses of the Trustee or
be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the
Trustee under this Certificate.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature,
this Certificate shall not be entitled to any benefit under the
Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this
Certificate to be duly executed under its official seal.
SRI RECEIVABLES PURCHASE CO., INC.,
Transferor
By:_____________________________________
_
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates referred to in the
within-mentioned Pooling and Servicing Agreement.
Date: BANKERS TRUST (DELAWARE), not in
its individual
capacity but solely as Trustee
By: [______________], as Authenticating
Agent
By: ____________________________________
Authorized Signatory
GRID TO CLASS B CERTIFICATE NO. ____
Date of Additional Amount of Notation Made
Transaction Class B Principal By
Invested Payment
Amount
$ N/A N/A
(Class B Initia
l Invested
Amount)
Exhibit B-1
Class A-1 Interest Calculations
Terms used in this Exhibit which are not defined in the
Agreement, this Issuance Supplement or this Exhibit are used as
defined in the Class A-1 Certificate Purchase Agreement.
(a) "Class A-1 Interest" shall mean, with respect to any
Distribution Date, the sum of (i) interest on the Class A-1 VFC
Principal Balance for the immediately preceding Interest Accrual
Period computed pursuant to subsection (b) and, if applicable,
subsection (c), below, plus or minus (as the case may be) (ii)
any Estimated Interest Adjustment with respect to the previous
Distribution Date.
(b) Interest shall accrue on the Covered Portion of the
Class A-1 VFC Principal Balance during each Interest Accrual
Period at the following rates:
(i) Except as otherwise provided in clause (ii) or
(iv) below, the Conduit Purchaser's Percentage Interest of
the Covered Portion shall bear interest at a rate per annum
equal to the Commercial Paper Rate from time to time in
effect.
(ii) If and to the extent that, and for so long
as, a Conduit Purchaser at any time determines in good faith
that it is unable to raise or is precluded or prohibited
from raising, or that it is not advisable to raise, funds
through the issuance of Commercial Paper Notes in the
commercial paper market of the United States to finance its
purchase or maintenance of its Percentage Interest of the
Covered Portion or any portion thereof (which determination
may be based on any allocation method employed in good faith
by the Conduit Purchaser), including by reason of market
conditions or by reason of insufficient availability under
any of its Support Facilities or the downgrading of any of
its Support Parties, except as otherwise provided in clause
(iv) below, such portion of such Conduit Purchaser's
Percentage Interest of the Covered Portion shall bear
interest at a rate per annum equal to the Alternative Rate
from time to time in effect.
(iii) Except as otherwise provided in clause (iv)
below, the Percentage Interest of the Covered Portion of
the Class A-1 VFC Principal Balance held by each Committed
Purchaser and Liquidity Purchaser shall bear interest at a
rate per annum equal to the Alternative Rate from time to
time in effect.
(iv) Notwithstanding the provisions of clauses (i),
(ii) or (iii) above, from and after the occurrence of a
Trust Pay Out Event or a Series 1999-1 Pay Out Event, the
entire Covered Portion shall bear interest at a rate per
annum equal to the Risk Rate from time to time in effect.
(c) For each portion of each Interest Accrual Period with
respect to which there were Unreimbursed Class A-1 Investor
Charge-Offs, interest shall accrue on the portion of the
Class A-1 VFC Principal Balance equal to the amount of the
Unreimbursed Class A-1 Investor Charge-Offs at a rate per annum
equal to the Risk Rate from time to time in effect.
(d) The Agent for the Class A-1 Owners shall notify the
Servicer on each Certificate Rate Determination Date of the
Commercial Paper Rate, the Alternative Rate and the Risk Rate, as
applicable, and the Class A-1 Interest for the related Interest
Accrual Period for its related Purchaser Group substantially in
the form of Exhibit B-1A (or such other form which may be
mutually acceptable to the applicable Agent and the Servicer from
time to time). For such purposes, such Agent may rely
conclusively on notices from the Conduit Purchasers as to the
interest rate or rates from time to time applicable to its
Percentage Interest of the Class A-1 VFC Principal Balance. Such
notification from an Agent may be based on a Conduit Purchaser's
estimate of the Commercial Paper Rate as provided to such Agent
and upon estimates of the Class A-1 Interest if the actual amount
is not then known to such Agent. In any such case, such Agent
shall notify the Servicer on or before the following Certificate
Rate Determination Date of the amount of any variation between
the estimated Class A-1 Interest and the actual Class A-1
Interest for the preceding Interest Accrual Period. The amount
of any shortfall in interest based on such variation shall be a
positive "Estimated Interest Adjustment" for such Interest
Accrual Period, and the amount of any overpayment of interest
based on such variation shall be a negative "Estimated Interest
Adjustment" for such Interest Accrual Period. Subject to any
Estimated Interest Adjustment, each determination of the
Commercial Paper Rate, the Alternative Rate, the Risk Rate and
the Class A-1 Interest by any Agent shall be conclusive and
binding on the Class A-1 Certificateholders, the Transferor, the
Servicer and the Trustee in the absence of manifest error.
(e) Interest calculated by reference to the Commercial
Paper Rate or the Class A-1 Adjusted Eurodollar Rate shall be
calculated on the basis of a 360-day year for the actual days
elapsed. Any interest calculated by reference to the Corporate
Base Rate shall be calculated on the basis of a 365- or 366-day
year, as applicable, for the actual days elapsed.
Definitions
"Alternative Rate" shall mean, for each Class A-1 Purchaser,
(i) for any Interest Accrual Period, if such Class A-1 Purchaser
shall have received at least two London Business Days notice
prior to the commencement of such Interest Accrual Period that
the applicable portion of its share of the Covered Portion of the
Class A-1 VFC Principal Balance would bear interest by reference
to the Class A-1 Adjusted Eurodollar Rate for such Interest
Accrual Period, an interest rate per annum equal to the sum of
1.00% plus Adjusted Eurodollar Rate for such Interest Accrual
Period, and (ii) otherwise, an interest rate per annum equal to
the Corporate Base Rate in effect from time to time during such
Interest Accrual Period.
"Class A-1 Adjusted Eurodollar Rate" shall mean (i) 5.55520%
for the initial Interest Accrual Period, and thereafter (ii) for
any Interest Accrual Period or portion thereof, a rate per annum
(rounded upwards, if necessary, to the nearest 1/100th of 1%)
equivalent to the rate determined pursuant to the following
formula:
Class A-1 Adjusted Eurodollar Rate = LIBOR
Rate
1-LIBOR Reserve Percentage
on the first day of such Interest Accrual Period. For purposes
of this definition, (a) "LIBOR Rate" shall mean, with respect to
any Interest Accrual Period or portion thereof, the rate per
annum shown on page 3750 of the Bridge Information Systems
Telerate screen or any successor page as the composite offered
rate for London interbank deposits for a period equal to such
Interest Accrual Period (or portion) thereof, as shown under the
heading "USD" as of 11:00 a.m., London time, two London Business
Days prior to the first day of such Interest Accrual Period;
provided that in the event no such rate is shown, the LIBOR Rate
shall be the rate per annum (rounded upwards, if necessary, to
the nearest 1/100th of one percent) based on the rates at which
Dollar deposits for a period equal to such Interest Accrual
Period (or portion thereof) are displayed on page "LIBOR" of the
Reuters Monitor Money Rates Service or such other page as may
replace the LIBOR page on that service for the purpose of
displaying London interbank offered rates, of major banks as of
11:00 a.m., London time, two London Business Days prior to the
first day of such Interest Accrual Period (it being understood
that if at least two such rates appear on such page, the rate
will be the arithmetic mean of such displayed rates); provided
further that in the event fewer than two such rates are
displayed, or if no such rate is relevant, the LIBOR Rate shall
be the rate per annum equal to the average of the rates at which
deposits in Dollars are offered by the Reference Banks at
approximately 11:00 a.m., London time, two London Business Days
prior to the first day of such Interest Accrual Period to prime
banks in the London interbank market for a period equal to such
Interest Accrual Period (or portion thereof), it being understood
that if at least two such quotations are provided, the rate shall
be the arithmetic mean of such provided rates; provided further
that if fewer than two such rates are provided, the rate shall be
the arithmetic mean of the rates quoted by major banks in New
York City, selected by Credit Suisse First Boston, at
approximately 11:00 a.m., New York City time, on the first day of
such Interest Accrual Period to leading European banks for Dollar
deposits for a period equal to such Interest Accrual Period (or
portion thereof); provided further that if the LIBOR Rate is not
established for any such Interest Accrual Period as otherwise
provided above, the LIBOR Rate for such Interest Accrual Period
shall equal the LIBOR Rate for the immediately preceding Interest
Accrual Period, (b) "LIBOR Reserve Percentage" shall mean, with
respect to any Interest Accrual Period or portion thereof, a
percentage (expressed as a decimal) equal to the weighted average
of the percentages in effect during such Interest Accrual Period,
as prescribed by the Federal Reserve Board (or any successor
thereto) for determining the maximum reserve requirements
applicable to "Eurocurrency liabilities" pursuant to Regulation D
or any other applicable regulation of the Federal Reserve Board
(or any successor thereto) which prescribes reserve requirements
applicable to "Eurocurrency liabilities" as currently defined in
Regulation D, and (c) "Reference Banks" shall mean the principal
London offices of Credit Suisse First Boston and two other major
banks in the London interbank market selected by the Servicer
with the consent of the Agents under the Class A-1 Certificate
Purchase Agreement.
"Commercial Paper Notes" shall mean, with respect to the
Conduit Purchaser, the short-term promissory notes issued by the
Conduit Purchaser which are allocated by the Conduit Purchaser as
its funding for its Percentage Interest of the Class A-1 VFC
Principal Balance.
"Commercial Paper Rate" shall mean, (a) for any day to the
extent the Conduit Purchaser funds its Percentage Interest of the
Class A-1 VFC Principal Balance on such day with outstanding
Commercial Paper Notes, the sum of (i) the rate (or if more than
one rate, the weighted average of the rates) per annum at which
such Commercial Paper Notes were sold by any placement agent or
commercial paper dealer selected by or on behalf of the Conduit
Purchaser, as agreed between each such agent or dealer and the
Conduit Purchaser; provided that if any rate as agreed between
any such agent or dealer and the Conduit Purchaser is a discount
rate, then such rate shall be the rate (or if more than one rate,
the weighted average of the rates) resulting from converting such
discount rate (or rates) to an interest-bearing equivalent rate
per annum, plus (ii) dealer commissions (computed at the rate of
0.05% on a discount basis, or such higher rate as has become
customary and usual in the commercial paper industry), placement
agent fees and commissions and Commercial Paper Note issuance
costs, expressed as an annualized rate in respect of the
principal component of such Commercial Paper Notes, or (b)
otherwise, for any day, the Alternative Rate for the applicable
Interest Accrual Period.
"Committed Purchaser" shall have the meaning specified in
the Class A-1 Certificate Purchase Agreement.
"Conduit Purchaser" shall have the meaning specified in the
Class A-1 Certificate Purchase Agreement.
"Corporate Base Rate" shall mean, for any day, the higher of
(i) the base commercial lending rate per annum announced from
time to time by Credit Suisse First Boston in New York in effect
on such day, or (ii) the interest rate per annum quoted by Credit
Suisse First Boston at approximately 11:00 a.m., New York City
time, on such day, to dealers in the New York Federal funds
market for the overnight offering of Dollars by Credit Suisse
First Boston plus one-half of one percent (0.50%). (The
Corporate Base Rate is not intended to represent the lowest rate
charged by Credit Suisse First Boston for extensions of credit.)
"Covered Portion" shall mean, with respect to the Class A-1
VFC Principal Balance, a portion thereof equal to the Class A-1
Invested Amount.
"Liquidity Purchaser" shall have the meaning specified in
the Class A-1 Certificate Purchase Agreement.
"London Business Day" shall mean any Business Day other than
a day on which banking institutions in London, England trading in
Dollar deposits in the London interbank market are authorized or
obligated by law or executive order to be closed.
"Percentage Interest", with respect to a Class A-1
Purchaser, shall be determined in accordance with the Class A-1
Certificate Purchase Agreement.
"Risk Rate" shall mean 2.00% in excess of the Corporate Base
Rate in effect from time to time.
"Support Facility" shall have the meaning specified in the
Class A-1 Certificate Purchase Agreement.
"Support Party" shall have the meaning specified in the
Class A-1 Certificate Purchase Agreement.
Exhibit B-1A
SRI RECEIVABLES MASTER TRUST, SERIES 1999-1
Interest Accrual Period: __________, ____ to __________, ____
Transfer Date: __________, ____
Distribution Date: __________, ____
Purchaser Group: _________________________________
I. Class A-1 VFC Principal Balance (for Purchaser Group)
1. Covered Portion of the Class A-1 Principal
Balance (as set forth in Daily Report) $__________
2. Unreimbursed Class A-1 Charge-Offs Portion of
the Class A-1 VFC Principal Balance (as set
forth in Daily Report) $__________
3. Total Class A-1 VFC Principal Balance for
Purchaser Group (1+2) $__________
II. Computation of Class A-1 Interest
A. B. Portion of C. Interest
Rat Class A-1 VFC Amount
e Principal Balance
1 Commercial Paper __% $__________ $__________
. Rate
2 LIBOR Rate __%
.
Class A-1 Adjusted __%
Eurodollar Rate
Corporate Base __%
Rate
Alternative __% $__________ $__________
Rate
3 Risk Rate __% $__________ $__________
.
4 Total Interest $__________
. (sum of items 1C,
2C and 3C)
III. Computation of Class A-1 Interest for Purchaser Group:
1. Interest on Class A-1 VFC Principal Balance
(item II.4C) $__________
2. Estimated Interest Adjustment (if any) from prior
Monthly Period $__________
3. Class A-1 Interest (sum of items 1 and 2) $__________
Exhibit B-2
Class A-2 Interest Calculations
Terms used in this Exhibit which are not defined in the
Agreement, this Issuance Supplement or this Exhibit are used
as defined in the Class A-2 Certificate Purchase Agreement.
(a) "Class A-2 Interest" shall mean, with respect to
any Distribution Date, the sum of (i) interest on the
Class A-2 VFC Principal Balance for the immediately
preceding Interest Accrual Period computed pursuant to
subsection (b) and, if applicable, subsection (c), below,
plus or minus (as the case may be) (ii) any Estimated
Interest Adjustment with respect to the previous
Distribution Date.
(b) Interest shall accrue on the Covered Portion of
the Class A-2 VFC Principal Balance during each Interest
Accrual Period at the following rates:
(i) Except as otherwise provided in clause (ii)
or (iv) below, the Conduit Purchaser's Percentage
Interest of the Covered Portion shall bear interest at
a rate per annum equal to the Commercial Paper Rate
from time to time in effect.
(ii) If and to the extent that, and for so
long as, a Conduit Purchaser at any time determines in
good faith that it is unable to raise or is precluded
or prohibited from raising, or that it is not advisable
to raise, funds through the issuance of Commercial
Paper Notes in the commercial paper market of the
United States to finance its purchase or maintenance of
its Percentage Interest of the Covered Portion or any
portion thereof (which determination may be based on
any allocation method employed in good faith by the
Conduit Purchaser), including by reason of market
conditions or by reason of insufficient availability
under any of its Support Facilities or the downgrading
of any of its Support Parties, except as otherwise
provided in clause (iv) below, such portion of such
Conduit Purchaser's Percentage Interest of the Covered
Portion shall bear interest at a rate per annum equal
to the Alternative Rate from time to time in effect.
(iii) Except as otherwise provided in clause
(iv) below, the Percentage Interest of the Covered
Portion of the Class A-2 VFC Principal Balance held by
each Committed Purchaser and Liquidity Purchaser shall
bear interest at a rate per annum equal to the
Alternative Rate from time to time in effect.
(iv) Notwithstanding the provisions of clauses
(i), (ii) or (iii) above, from and after the occurrence
of a Trust Pay Out Event or a Series 1999-1 Pay Out
Event, the entire Covered Portion shall bear interest
at a rate per annum equal to the Risk Rate from time to
time in effect.
(c) For each portion of each Interest Accrual Period with
respect to which there were Unreimbursed Class A-2 Investor
Charge-Offs, interest shall accrue on the portion of the
Class A-2 VFC Principal Balance equal to the amount of the
Unreimbursed Class A-2 Investor Charge-Offs at a rate per annum
equal to the Risk Rate from time to time in effect.
(d) The Agent for the Class A-1 Owners shall notify the
Servicer on each Certificate Rate Determination Date of the
Commercial Paper Rate, the Alternative Rate and the Risk Rate, as
applicable, and the Class A-2 Interest for the related Interest
Accrual Period for its related Purchaser Group substantially in
the form of Exhibit B-2A (or such other form which may be
mutually acceptable to the applicable Agent and the Servicer from
time to time). For such purposes, such Agent may rely
conclusively on notices from the Conduit Purchasers as to the
interest rate or rates from time to time applicable to its
Percentage Interest of the Class A-2 VFC Principal Balance. Such
notification from an Agent may be based on the Conduit
Purchaser's estimate of the Commercial Paper Rate as provided to
such Agent and upon estimates of the Class A-2 Interest if the
actual amount is not then known to such Agent. In any such case,
such Agent shall notify the Servicer on or before the following
Certificate Rate Determination Date of the amount of any
variation between the estimated Class A-2 Interest and the actual
Class A-2 Interest for the preceding Interest Accrual Period.
The amount of any shortfall in interest based on such variation
shall be a positive "Estimated Interest Adjustment" for such
Interest Accrual Period, and the amount of any overpayment of
interest based on such variation shall be a negative "Estimated
Interest Adjustment" for such Interest Accrual Period. Subject
to any Estimated Interest Adjustment, each determination of the
Commercial Paper Rate, the Alternative Rate, the Risk Rate and
the Class A-2 Interest by any Agent shall be conclusive and
binding on the Class A-2 Certificateholders, the Transferor, the
Servicer and the Trustee in the absence of manifest error.
(e) Interest calculated by reference to the Commercial
Paper Rate or the Class A-2 Adjusted Eurodollar Rate shall be
calculated on the basis of a 360-day year for the actual days
elapsed. Any interest calculated by reference to the Prime Rate
shall be calculated on the basis of a 365- or 366-day year, as
applicable, for the actual days elapsed.
Definitions
"Alternative Rate" shall mean, for each Class A-2 Purchaser,
(i) for any Interest Accrual Period, if such Class A-2 Purchaser
shall have received at least two London Business Days notice
prior to the commencement of such Interest Accrual Period that
the applicable portion of its share of the Covered Portion of the
Class A-2 VFC Principal Balance would bear interest by reference
to the Class A-2 Adjusted Eurodollar Rate for such Interest
Accrual Period, an interest rate per annum equal to the sum of
1.00% plus Adjusted Eurodollar Rate for such Interest Accrual
Period, and (ii) otherwise, an interest rate per annum equal to
the Prime Rate in effect from time to time during such Interest
Accrual Period, plus, in either case, related costs associated
with the funding of such portion of the Class A-2 VFC Principal
Balance expressed as a percentage of the face amount thereof and
converted to an interest-bearing equivalent rate per annum.
"Class A-2 Adjusted Eurodollar Rate" shall mean (i) 5.55520%
for the initial Interest Accrual Period, and thereafter (ii) for
any Interest Accrual Period or portion thereof, a rate per annum
(rounded upwards, if necessary, to the nearest 1/100th of 1%)
equivalent to the rate determined pursuant to the following
formula:
Class A-2 Adjusted Eurodollar Rate = LIBOR
Rate
1-LIBOR Reserve Percentage
on the first day of such Interest Accrual Period. For purposes
of this definition, (a) "LIBOR Rate" shall mean, with respect to
any Interest Accrual Period or portion thereof, the rate
determined by the applicable Class A-2 Purchaser on the related
Interest Determination Date on the basis of the offered rates of
the Reference Banks for one-month United States dollar deposits,
as such rates appear on the Telerate Page 3750, as of 11:00 a.m.
(London time) on such Interest Determination Date. If such rate
does not appear on Telerate Page 3750, the rate for that day will
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 period equal to the relevant
Interest Period (commencing on the first day of such Interest
Period). The applicable Class A-2 Purchaser will 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 day will be the arithmetic mean of
the quotations. If fewer than two quotations are provided as
requested, the rate for that day will be the arithmetic mean of
the rates quoted by major banks in New York City, selected by the
Trustee, 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 period equal to the relevant Interest Accrual Period
(commencing on the first day of such period) (the establishment
of the LIBOR Rate on each Interest Determination Date by the
Class A-2 Purchaser shall (in the absence of manifest error) be
final and binding, (b) "LIBOR Reserve Percentage" shall mean,
with respect to any Interest Accrual Period or portion thereof, a
percentage (expressed as a decimal) equal to the weighted average
of the percentages in effect during such Interest Accrual Period,
as prescribed by the Federal Reserve Board (or any successor
thereto) for determining the maximum reserve requirements
applicable to "Eurocurrency liabilities" pursuant to Regulation D
or any other applicable regulation of the Federal Reserve Board
(or any successor thereto) which prescribes reserve requirements
applicable to "Eurocurrency liabilities" as currently defined in
Regulation D, (c) "Reference Banks" shall mean four prime banks
in the London interbank market selected by the Program
Administrator, and (d) "Interest Determination Date" shall mean
two London Business Days prior to the commencement of an Interest
Accrual Period.
"Commercial Paper Notes" shall mean, with respect to a
Conduit Purchaser, the commercial paper notes issued by such
Conduit Purchaser.
"Commercial Paper Rate" shall mean, for any day to the
extent the Conduit Purchaser funds its Percentage Interest of the
Class A-2 VFC Principal Balance on such day with outstanding
Commercial Paper Notes, a rate per annum equal to the sum of (i)
the rate or, if more than one rate, the weighted average of the
rates, determined by converting to an interest-bearing equivalent
rate per annum the discount rate (or rates) at which Commercial
Paper Notes outstanding on such day allocated to the funding of
the Class A-2 Investor VFC Principal Balance were sold by any
placement agent or commercial paper dealer of the such Conduit
Purchaser's Commercial Paper Notes, plus (ii) the commissions and
charges charged by such placement agent or commercial paper
dealer with respect to such Commercial Paper Notes expressed as a
percentage of the face amount thereof and converted to an
interest-bearing equivalent rate per annum, plus (iii) related
costs associated with the issuance of Commercial Paper Notes
expressed as a percentage of the face amount thereof and
converted to an interest-bearing equivalent rate per annum.
"Committed Purchaser" shall have the meaning specified in
the Class A-2 Certificate Purchase Agreement.
"Conduit Purchaser" shall have the meaning specified in the
Class A-2 Certificate Purchase Agreement.
"Covered Portion" shall mean, with respect to the Class A-2
VFC Principal Balance, a portion thereof equal to the Class A-2
Invested Amount.
"Liquidity Purchaser" shall have the meaning specified in
the Class A-2 Certificate Purchase Agreement.
"London Business Day" shall mean any Business Day other than
a day on which banking institutions in London, England trading in
Dollar deposits in the London interbank market are authorized or
obligated by law or executive order to be closed.
"Percentage Interest", with respect to a Class A-2
Purchaser, shall be determined in accordance with the Class A-2
Certificate Purchase Agreement.
"Prime Rate" shall mean, for any day, the rate set forth in
H.15(519) opposite the caption "Bank Prime Loan" for such day.
The Prime Rate is also available on Telerate, currently at page
125. If any discrepancy arises between Telerate and the printed
version of H.15(519), the printed version of H.15(519) will take
precedence. If the Prime Rate is not published in H.15(519),
then the Prime Rate will be determined by calculating the
arithmetic mean of the rates of interest publicly announced by
each bank named on Telerate under the heading "Prime Rate Top 30
U.S. Banks," currently at page 38, as such bank's U.S. dollar
prime rate or base lending rate as in effect on such day at 3:30
p.m. (New York City time). If fewer than four such rates appear
on Telerate for such Reset date, then the Prime Rate shall be the
arithmetic mean of the rate of interest publicly announced by
three major banks in New York City, selected by the Program
Administrator, as their U.S. dollar prime rate or base lending
rate as in effect for such day.
"Program Administrator" means CDC Financial Products, Inc.,
or its successors and assigns.
"Risk Rate" shall mean 2.00% in excess of the Prime Rate in
effect from time to time.
Exhibit B-2A
SRI RECEIVABLES MASTER TRUST, SERIES 1999-1
Interest Accrual Period: __________, ____ to __________, ____
Transfer Date: __________, ____
Distribution Date: __________, ____
Purchaser Group: _________________________________
I. Class A-2 VFC Principal Balance (for Purchaser Group)
1. Covered Portion of the Class A-2 Principal
Balance (as set forth in Daily Report) $__________
2. Unreimbursed Class A-2 Charge-Offs Portion of
the Class A-2
VFC Principal Balance (as set forth in Daily Report)$__________
3. Total Class A-2 VFC Principal Balance for
Purchaser Group (1+2) $__________
II. Computation of Class A-2 Interest
A. B. Portion of C. Interest
Rat Class A-2 VFC Amount
e Principal Balance
1 Commercial Paper __% $__________ $__________
. Rate
2 LIBOR Rate __%
.
Class A-2 Adjusted __%
Eurodollar Rate
Prime Rate __%
Alternative __% $__________ $__________
Rate
3 Risk Rate __% $__________ $__________
.
4 Total Interest $__________
. (sum of items 1C,
2C and 3C)
III. Computation of Class A-2 Interest for Purchaser Group:
1. Interest on Class A-2 VFC Principal Balance
(item II.4C) $__________
2. Estimated Interest Adjustment (if any) from
prior Monthly Period $__________
3. Class A-2 Interest (sum of items 1 and 2) $__________
Exhibit B-3
Class B Interest Calculations
Terms used in this Exhibit which are not defined in the
Agreement, this Issuance Supplement or this Exhibit are used as
defined in the Class B Certificate Purchase Agreement.
(a) "Class B Interest" shall mean, with respect to any
Distribution Date, the sum of (i) interest on the Class B VFC
Principal Balance for the immediately preceding Interest Accrual
Period computed pursuant to subsection (b) and, if applicable,
subsection (c), below, plus or minus (as the case may be) (ii)
any Estimated Interest Adjustment with respect to the previous
Distribution Date.
(b) Interest shall accrue on the Covered Portion of the
Class B VFC Principal Balance during each Interest Accrual Period
at the following rates:
(i) Except as otherwise provided in clause (ii), (iii)
or (iv) below, the Conduit Purchaser's Percentage Interest
of the Covered Portion shall bear interest at a rate per
annum equal to the Commercial Paper Rate from time to time
in effect.
(ii) If and to the extent that, and for so long
as, a Conduit Purchaser at any time determines in good faith
that it is unable to raise or is precluded or prohibited
from raising, or that it is not advisable to raise, funds
through the issuance of Commercial Paper Notes in the
commercial paper market of the United States to finance its
purchase or maintenance of its Percentage Interest of the
Covered Portion or any portion thereof (which determination
may be based on any allocation method employed in good faith
by the Conduit Purchaser), including by reason of market
conditions or by reason of insufficient availability under
any of its Support Facilities or the downgrading of any of
its Support Parties, except as otherwise provided in clause
(iv) below, such portion of such Conduit Purchaser's
Percentage Interest of the Covered Portion shall bear
interest at a rate per annum equal to the Alternative Rate
from time to time in effect.
(iii) Except as otherwise provided in clause (iv)
below, the Percentage Interest of the Covered Portion of
the Class B VFC Principal Balance held by each Committed
Purchaser and Liquidity Purchaser shall bear interest at a
rate per annum equal to the Alternative Rate from time to
time in effect.
(iv) Notwithstanding the provisions of clauses (i),
(ii) or (iii) above, from and after the occurrence of a
Trust Pay Out Event or a Series 1999-1 Pay Out Event, the
entire Covered Portion shall bear interest at a rate per
annum equal to the Risk Rate from time to time in effect.
(c) For each portion of each Interest Accrual Period with
respect to which there were Unreimbursed Class B Investor Charge-
Offs, interest shall accrue on the portion of the Class B VFC
Principal Balance equal to the amount of the Unreimbursed Class B
Investor Charge-Offs at a rate per annum equal to the Risk Rate
from time to time in effect.
(d) The Agent for the Class B Owners shall notify the
Servicer on each Certificate Rate Determination Date of the
Commercial Paper Rate, the Alternative Rate and the Risk Rate, as
applicable, and the Class B Interest for the related Interest
Accrual Period for its related Purchaser Group substantially in
the form of Exhibit B-3A (or such other form which may be
mutually acceptable to the applicable Agent and the Servicer from
time to time). For such purposes, such Agent may rely
conclusively on notices from the Conduit Purchasers as to the
interest rate or rates from time to time applicable to its
Percentage Interest of the Class B VFC Principal Balance. Such
notification from an Agent may be based on a Conduit Purchaser's
estimate of the Commercial Paper Rate as provided to such Agent
and upon estimates of the Class B Interest if the actual amount
is not then known to such Agent. In any such case, such Agent
shall notify the Servicer on or before the following Certificate
Rate Determination Date of the amount of any variation between
the estimated Class B Interest and the actual Class B Interest
for the preceding Interest Accrual Period. The amount of any
shortfall in interest based on such variation shall be a positive
"Estimated Interest Adjustment" for such Interest Accrual Period,
and the amount of any overpayment of interest based on such
variation shall be a negative "Estimated Interest Adjustment" for
such Interest Accrual Period. Subject to any Estimated Interest
Adjustment, each determination of the Commercial Paper Rate, the
Alternative Rate, the Risk Rate and the Class B Interest by any
Agent shall be conclusive and binding on the Class B
Certificateholders, the Transferor, the Servicer and the Trustee
in the absence of manifest error.
(e) Interest calculated by reference to the Commercial
Paper Rate or the Class B Adjusted Eurodollar Rate shall be
calculated on the basis of a 360-day year for the actual days
elapsed. Any interest calculated by reference to the Corporate
Base Rate shall be calculated on the basis of a 365- or 366-day
year, as applicable, for the actual days elapsed.
Definitions
"Alternative Rate" shall mean, for each Class B Purchaser,
(i) for any Interest Accrual Period, if such Class B Purchaser
shall have received at least two London Business Days notice
prior to the commencement of such Interest Accrual Period that
the applicable portion of its share of the Covered Portion of the
Class B VFC Principal Balance would bear interest by reference to
the Class B Adjusted Eurodollar Rate for such Interest Accrual
Period, an interest rate per annum equal to the sum of 1.00% plus
Adjusted Eurodollar Rate for such Interest Accrual Period, and
(ii) otherwise, an interest rate per annum equal to the Corporate
Base Rate in effect from time to time during such Interest
Accrual Period.
"Class B Adjusted Eurodollar Rate" shall mean (i) 5.55520%
for the initial Interest Accrual Period, and thereafter (ii) for
any Interest Accrual Period or portion thereof, a rate per annum
(rounded upwards, if necessary, to the nearest 1/100th of 1%)
equivalent to the rate determined pursuant to the following
formula:
Class B Adjusted Eurodollar Rate = LIBOR
Rate
1-LIBOR Reserve Percentage
on the first day of such Interest Accrual Period. For purposes
of this definition, (a) "LIBOR Rate" shall mean, with respect to
any Interest Accrual Period or portion thereof, the rate per
annum shown on page 3750 of the Bridge Information Systems
Telerate screen or any successor page as the composite offered
rate for London interbank deposits for a period equal to such
Interest Accrual Period (or portion) thereof, as shown under the
heading "USD" as of 11:00 a.m., London time, two London Business
Days prior to the first day of such Interest Accrual Period;
provided that in the event no such rate is shown, the LIBOR Rate
shall be the rate per annum (rounded upwards, if necessary, to
the nearest 1/100th of one percent) based on the rates at which
Dollar deposits for a period equal to such Interest Accrual
Period (or portion thereof) are displayed on page "LIBOR" of the
Reuters Monitor Money Rates Service or such other page as may
replace the LIBOR page on that service for the purpose of
displaying London interbank offered rates, of major banks as of
11:00 a.m., London time, two London Business Days prior to the
first day of such Interest Accrual Period (it being understood
that if at least two such rates appear on such page, the rate
will be the arithmetic mean of such displayed rates); provided
further that in the event fewer than two such rates are
displayed, or if no such rate is relevant, the LIBOR Rate shall
be the rate per annum equal to the average of the rates at which
deposits in Dollars are offered by the Reference Banks at
approximately 11:00 a.m., London time, two London Business Days
prior to the first day of such Interest Accrual Period to prime
banks in the London interbank market for a period equal to such
Interest Accrual Period (or portion thereof), it being understood
that if at least two such quotations are provided, the rate shall
be the arithmetic mean of such provided rates; provided further
that if fewer than two such rates are provided, the rate shall be
the arithmetic mean of the rates quoted by major banks in New
York City, selected by Credit Suisse First Boston, at
approximately 11:00 a.m., New York City time, on the first day of
such Interest Accrual Period to leading European banks for Dollar
deposits for a period equal to such Interest Accrual Period (or
portion thereof); provided further that if the LIBOR Rate is not
established for any such Interest Accrual Period as otherwise
provided above, the LIBOR Rate for such Interest Accrual Period
shall equal the LIBOR Rate for the immediately preceding Interest
Accrual Period, (b) "LIBOR Reserve Percentage" shall mean, with
respect to any Interest Accrual Period or portion thereof, a
percentage (expressed as a decimal) equal to the weighted average
of the percentages in effect during such Interest Accrual Period,
as prescribed by the Federal Reserve Board (or any successor
thereto) for determining the maximum reserve requirements
applicable to "Eurocurrency liabilities" pursuant to Regulation D
or any other applicable regulation of the Federal Reserve Board
(or any successor thereto) which prescribes reserve requirements
applicable to "Eurocurrency liabilities" as currently defined in
Regulation D, and (c) "Reference Banks" shall mean the principal
London offices of Credit Suisse First Boston and two other major
banks in the London interbank market selected by the Servicer
with the consent of the Agents under the Class B Certificate
Purchase Agreement.
"Commercial Paper Notes" shall mean, with respect to the
Conduit Purchaser, the short-term promissory notes issued by the
Conduit Purchaser which are allocated by the Conduit Purchaser as
its funding for its Percentage Interest of the Class B VFC
Principal Balance.
"Commercial Paper Rate" shall mean, (a) for any day to the
extent the Conduit Purchaser funds its Percentage Interest of the
Class B VFC Principal Balance on such day with outstanding
Commercial Paper Notes, the sum of (i) the rate (or if more than
one rate, the weighted average of the rates) per annum at which
such Commercial Paper Notes were sold by any placement agent or
commercial paper dealer selected by or on behalf of the Conduit
Purchaser, as agreed between each such agent or dealer and the
Conduit Purchaser; provided that if any rate as agreed between
any such agent or dealer and the Conduit Purchaser is a discount
rate, then such rate shall be the rate (or if more than one rate,
the weighted average of the rates) resulting from converting such
discount rate (or rates) to an interest-bearing equivalent rate
per annum, plus (ii) dealer commissions (computed at the rate of
0.05% on a discount basis, or such higher rate as has become
customary and usual in the commercial paper industry), placement
agent fees and commissions and Commercial Paper Note issuance
costs, expressed as an annualized rate in respect of the
principal component of such Commercial Paper Notes, or (b)
otherwise, for any day, the Alternative Rate for the applicable
Interest Accrual Period.
"Committed Purchaser" shall have the meaning specified in
the Class B Certificate Purchase Agreement.
"Conduit Purchaser" shall have the meaning specified in the
Class B Certificate Purchase Agreement.
"Corporate Base Rate" shall mean, for any day, the higher of
(i) the base commercial lending rate per annum announced from
time to time by Credit Suisse First Boston in New York in effect
on such day, or (ii) the interest rate per annum quoted by Credit
Suisse First Boston at approximately 11:00 a.m., New York City
time, on such day, to dealers in the New York Federal funds
market for the overnight offering of Dollars by Credit Suisse
First Boston plus one-half of one percent (0.50%). (The
Corporate Base Rate is not intended to represent the lowest rate
charged by Credit Suisse First Boston for extensions of credit.)
"Covered Portion" shall mean, with respect to the Class B
VFC Principal Balance, a portion thereof equal to the Class B
Invested Amount.
"Liquidity Purchaser" shall have the meaning specified in
the Class B Certificate Purchase Agreement.
"London Business Day" shall mean any Business Day other than
a day on which banking institutions in London, England trading in
Dollar deposits in the London interbank market are authorized or
obligated by law or executive order to be closed.
"Percentage Interest", with respect to a Class B Purchaser,
shall be determined in accordance with the Class B Certificate
Purchase Agreement.
"Risk Rate" shall mean 2.00% in excess of the Corporate Base
Rate in effect from time to time.
Exhibit B-3A
SRI RECEIVABLES MASTER TRUST, SERIES 1999-1
Interest Accrual Period: __________, ____ to __________, ____
Transfer Date: __________, ____
Distribution Date: __________, ____
Purchaser Group: _________________________________
I. Class B VFC Principal Balance (for Purchaser Group)
1. Covered Portion of the Class B Principal
Balance (as set forth in Daily Report) $__________
2. Unreimbursed Class B Charge-Offs Portion of
the Class B VFC Principal Balance (as set
forth in Daily Report) $__________
3. Total Class B VFC Principal Balance for
Purchaser Group (1+2) $__________
II. Computation of Class B Interest
A. B. Portion of C. Interest
Rat Class B VFC Amount
e Principal Balance
1 Commercial Paper __% $__________ $__________
. Rate
2 LIBOR Rate __%
.
Class B Adjusted __%
Eurodollar Rate
Corporate Base __%
Rate
Alternative __% $__________ $__________
Rate
3 Risk Rate __% $__________ $__________
.
4 Total Interest $__________
. (sum of items 1C,
2C and 3C)
III. Computation of Class B Interest for Purchaser Group:
1. Interest on Class B VFC Principal Balance
(item II.4C) $__________
2. Estimated Interest Adjustment (if any) from prior
Monthly Period $__________
3. Class B Interest (sum of items 1 and 2) $__________
