Exhibit 5.1
CLASS A CERTIFICATE
REGISTERED $200,000,000
No. R-1 CUSIP No. 16678LAM2
THIS CERTIFICATE MAY NOT BE ACQUIRED OR HELD BY OR FOR THE ACCOUNT OF A BENEFIT
PLAN (AS DEFINED BELOW).
UNLESS THIS CLASS A CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
---
TO THE TRANSFERORS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
CHEVY CHASE MASTER CREDIT CARD TRUST II
SERIES 1998-A
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Class A Expected Final Payment Date:
The May 2003 Distribution Date
Each $1,000 minimum denomination represents a
1/468,000 undivided interest
in Class A of the Chevy Chase Master Credit Card Trust II, Series 1998-A
Evidencing an undivided interest in a trust, the corpus of which consists
primarily of receivables generated from time to time in the ordinary course of
business in a portfolio of consumer revolving credit card accounts owned by
CHEVY CHASE BANK, F.S.B.
and other assets and interests constituting the Trust under the Pooling and
Servicing Agreement referred to below.
(Not an interest in or obligation of Chevy Chase Bank, F.S.B., CCB Holding
Corporation or any affiliate thereof)
This certifies that CEDE & CO. (the "Class A Certificateholder") is the
-------------------------
registered owner of a fractional undivided interest in certain assets of a trust
(the "Trust") created pursuant to the
-----
1
Pooling and Servicing Agreement, dated as of June 1, 1995 (as amended and
supplemented, the "Agreement"), as supplemented by the Series 1998-A Supplement,
---------
dated as of June 1, 1998 and the Class C Supplemental Agreement, dated as of
June 1, 1998 (as amended and supplemented, collectively the "Series 1998-A
-------------
Supplement"), by and among Chevy Chase Bank, F.S.B., a federally chartered stock
- -----------
savings bank, as Transferor and Servicer, CCB Holding Corporation, as
Transferor, and Bankers Trust Company, a New York banking corporation, as
trustee (in such capacity, the "Trustee"). The corpus of the Trust consists of
-------
(i) a portfolio of all receivables (the "Receivables") existing in the consumer
-----------
revolving credit card accounts identified under the Agreement from time to time
(the "Accounts"), (ii) all Receivables generated under the Accounts from time to
--------
time thereafter, (iii) funds collected or to be collected from obligors in
respect of the Receivables, (iv) all funds which are from time to time on
deposit in the Collection Account and in the Special Funding Account, and (v)
all other assets and interests constituting the Trust. The Holder of this
Certificate is entitled to the benefit of the funds on deposit in a Cash
Collateral Account, the funds on deposit in a Reserve Account, the funds on
deposit in a Pre-Funding Account and the funds on deposit in a Principal Funding
Account, in each case to the extent provided in the Series 1998-A Supplement.
Although a summary of certain provisions of the Agreement and the Series 1998-A
Supplement is set forth below and in the Summary of Terms and Conditions
attached hereto and made a part hereof, this Class A Certificate does not
purport to summarize the Agreement and the Series 1998-A Supplement and
reference is made to the Agreement and the Series 1998-A Supplement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and obligations of
the Trustee. A copy of the Agreement and the Series 1998-A Supplement (without
schedules) may be requested from the Trustee by writing to the Trustee at the
Corporate Trust Office. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to them in the Agreement or the Series
1998-A Supplement, as applicable.
This Class A Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement and the Series 1998-A Supplement, to
which Agreement and Series 1998-A Supplement, each as amended and supplemented
from time to time, the Class A Certificateholder by virtue of the acceptance
hereof (and each Certificate Owner, by its acceptance of an interest in the
applicable Certificate) assents and is bound.
It is the intent of the Transferors and the Investor
Certificateholders that, for federal, state and local income and franchise tax
purposes (i) the Investor Certificates will qualify as indebtedness secured by
the Receivables and (ii) the Trust will not be treated as an association or
publicly traded partnership taxable as a corporation. The Class A
Certificateholder, by the acceptance of this Class A Certificate (and each
Certificate Owner, by its acceptance of an interest in the applicable
Certificate), agrees to treat this Class A Certificate for federal, state and
local income and franchise tax purposes as debt. Each Class A Certificateholder
agrees that it will cause any Certificate Owner acquiring an interest in a
Certificate through it to comply with the Agreement as to treatment as
indebtedness under applicable tax law as provided therein.
Interest will accrue on the Class A Certificates for the period from
the Closing Date through and including July 14, 1998, and for the period from
July 15, 1998 through and including August 16, 1998, and for each Interest
Period thereafter at a rate of 0.15% per annum above LIBOR as determined on the
applicable LIBOR Determination Date and calculated on the basis of actual days
elapsed and a 360 day year.
2
In general, payments of principal with respect to the Class A
Certificates are limited to the Class A Invested Amount, which may be less than
the unpaid principal balance of the Class A Certificates. The Class A Expected
Final Payment Date is the May 2003 Distribution Date, but principal with respect
to the Class A Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Series 1998-A Supplement. If
for one or more months during the Class A Scheduled Accumulation Period there
are not sufficient funds to pay the Controlled Deposit Amount, then to the
extent that excess funds are not available on subsequent Distribution Dates with
respect to the Class A Scheduled Accumulation Period to make up for such
shortfalls, the final payment of principal of the Class A Certificates will
occur later than the Class A Expected Final Payment Date.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Class A Certificate shall
not be entitled to any benefit under the Agreement or the Series 1998-A
Supplement or be valid for any purpose.
IN WITNESS WHEREOF, the Transferors have caused this Class A
Certificate to be duly executed.
CHEVY CHASE BANK, F.S.B.
By: /s/ Joel A. Friedman
---------------------------------------
Name: Joel A. Friedman
-------------------------------------
Title: Senior Vice President and Controller
------------------------------------
CCB HOLDING CORPORATION
By: /s/ Mark A. Holles
---------------------------------------
Name: Mark A. Holles
-------------------------------------
Title: Vice President
------------------------------------
Dated: June 17, 1998
3
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in the Agreement
and Series 1998-A Supplement.
BANKERS TRUST COMPANY,
as Trustee
By:Louis Bodi
____________________
Authorized Signatory
Dated: June 17, 1998
4
CHEVY CHASE MASTER CREDIT CARD TRUST II
Series 1998-A
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables, which arise
generally from the purchase of goods and services and amounts advanced to
accountholders as cash advances, and Finance Charge Receivables. This Class A
Certificate is one of a Series of Certificates entitled Chevy Chase Master
Credit Card Trust II, Series 1998-A (the "Series 1998-A Certificates"), and one
--------------------------
of a class thereof entitled Class A Floating Rate Asset Backed Certificates,
Series 1998-A (the "Class A Certificates"), each of which represents a
--------------------
fractional undivided interest in certain assets of the Trust. The Trust Assets
are allocated in part to the certificateholders of all outstanding Series (the
"Certificateholders' Interest") with the remainder allocated to the Holders of
- -----------------------------
the Transferor Certificates. The aggregate interest represented by the Class A
Certificates at any time in the Principal Receivables in the Trust shall not
exceed an amount equal to the Class A Invested Amount at such time. The Class A
Invested Amount is $370,500,000 on the Closing Date (the "Class A Initial
---------------
Invested Amount"). During the Funding Period, the Class A Invested Amount will,
- ---------------
under certain circumstances, increase until the Class A Invested Amount is equal
to $468,000,000 The Class A Invested Amount shall mean, on any date of
determination, an amount equal to (a) the Class A Initial Invested Amount, plus
----
(b) the amount of any increases in the Class A Invested Amount during the
Funding Period as a result of withdrawals from the Pre-Funding Account in
connection with increases in the Transferor Amount pursuant to Section 4.15 of
the Series 1998-A Supplement, minus (c) the aggregate amount of principal
-----
payments made to the Class A Certificateholders on or prior to such date (other
than any principal payments made to the Class A Certificateholders from amounts
on deposit in the Pre-Funding Account on the first Distribution Date following
the end of the Funding Period pursuant to Section 4.14(d) of the Series 1998-A
Supplement), minus (d) the excess, if any, of the aggregate amount of Class A
-----
Investor Charge-Offs for all prior Distribution Dates over the aggregate amount
----
of Class A Investor Charge-Offs reimbursed pursuant to Section 4.6(a) of the
Series 1998-A Supplement on or prior to such date.
Subject to the terms and conditions of the Agreement, the Transferors
may from time to time direct the Trustee, on behalf of the Trust, to issue one
or more new Series of Investor Certificates, which will represent fractional
undivided interests in certain of the Trust Assets.
On each Distribution Date, the Paying Agent shall distribute to each
Class A Certificateholder of record on the last day of the preceding calendar
month (each a "Record Date") such Class A Certificateholder's pro rata share of
-----------
such amounts (including amounts on deposit in the Collection Account) as are
payable to the Class A Certificateholders pursuant to the Agreement and the
Series 1998-A Supplement. Distributions with respect to this Class A
Certificate will be made by the Paying Agent by check mailed to the address of
the Class A Certificateholder of record appearing in the Certificate Register
without the presentation or
5
surrender of this Class A Certificate or the making of any notation thereon
(except for the final distribution in respect of this Class A Certificate)
except that with respect to Class A Certificates registered in the name of Cede
& Co., the nominee for The Depository Trust Company, distributions will be made
in the form of immediately available funds. Final payment of this Class A
Certificate will be made only upon presentation and surrender of this Class A
Certificate at the office or agency specified in the notice of final
distribution delivered by the Trustee to the Series 1998-A Certificateholders in
accordance with the Agreement and the Series 1998-A Supplement.
On any day occurring on or after the day on which the Invested Amount
(after giving effect to any funds available for distribution in respect of
principal on such date) is reduced to 5% or less of the Invested Amount as of
the last day of the Funding Period, the Transferors shall have the option to
repurchase the Certificateholders' Interest in the Trust represented by Series
1998-A. The repurchase price will be equal to (a) if such day is a Distribution
Date, the Reassignment Amount for such Distribution Date or (b) if such day is
not a Distribution Date, the Reassignment Amount for the Distribution Date next
following such day. Following the deposit of the Reassignment Amount in the
Collection Account, Class A Certificateholders and the Cash Collateral Depositor
will not have any interest in the Receivables and the Class A Certificates will
represent only the right to receive such Reassignment Amount. The repurchase
option may not be exercised if the outstanding principal amount of Series 1998-A
exceeds the Invested Amount.
THIS CLASS A CERTIFICATE REPRESENTS AN INTEREST IN THE TRUST ONLY AND
DOES NOT REPRESENT INTERESTS IN OR AN OBLIGATION OF THE TRANSFERORS, THE
SERVICER OR ANY AFFILIATE OF ANY OF THEM. THIS CLASS A CERTIFICATE IS NOT A
DEPOSIT AND NEITHER THIS CLASS A CERTIFICATE NOR THE UNDERLYING ACCOUNTS OR
RECEIVABLES OR ANY COLLECTIONS THEREON ARE INSURED OR GUARANTEED BY THE SAVINGS
ASSOCIATION INSURANCE FUND, THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS CLASS A CERTIFICATE IS
LIMITED IN RIGHT OF PAYMENT TO CERTAIN COLLECTIONS WITH RESPECT TO THE
RECEIVABLES (AND CERTAIN OTHER AMOUNTS), ALL AS MORE SPECIFICALLY SET FORTH
HEREINABOVE AND IN THE AGREEMENT AND THE SERIES 1998-A SUPPLEMENT.
The Class A Certificates are issuable only in minimum denominations of
$1,000 and integral multiples of $1,000. The transfer of this Class A
Certificate shall be registered in the Certificate Register upon surrender of
this Class A Certificate for registration of transfer at any office or agency
maintained by the Transfer Agent and Registrar accompanied by a written
instrument of transfer, in a form satisfactory to the Trustee or the Transfer
Agent and Registrar, duly executed by the Class A Certificateholder or such
Class A Certificateholder's attorney, and duly authorized in writing with such
signature guaranteed, and thereupon one or more new Class A Certificates of
authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.
The Class A Certificates may not be acquired or held by or for the
account of any employee benefit plan, trust or account, including an individual
retirement account, that is subject to the Employee Retirement Income Security
Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986,
as amended, or an entity whose underlying assets include "plan assets" of any
such plan, trust or account by reason of its investment in such entity (a
"Benefit Plan"). By accepting and holding this Certificate, the Holder hereof
shall be deemed to have
6
represented and warranted that it is not a Benefit Plan. By acquiring any
interest in this Certificate, the applicable Certificate Owner or Owners shall
be deemed to have represented and warranted that it or they are not Benefit
Plans.
As provided in the Agreement and subject to certain limitations
therein set forth, Class A Certificates are exchangeable for new Class A
Certificates evidencing like aggregate fractional undivided interests as
requested by the Class A Certificateholder surrendering such Class A
Certificates. No service charge may be imposed for any such exchange but the
Servicer or Transfer Agent and Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.
The Trustee, the Paying Agent, the Transfer Agent and Registrar and
any agent of any of them may treat the person in whose name this Class A
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee, the Paying Agent, the Transfer Agent and Registrar, nor any agent of
any of them, shall be affected by notice to the contrary except in certain
circumstances described in the Agreement.
THIS CLASS A CERTIFICATE 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.
7
ASSIGNMENT
Social Security or other identifying number of assignee ________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
________________________________________________________________________________
________________________________________________________________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: ______________________ /1/
Signature Guaranteed:
______________________
- ------------------
/1/ NOTE: The signature to this Assignment must correspond with the name of the
registered owner as it appears on the face of the within Certificate in every
particular, without alteration, enlargement or any change whatsoever.
8
CLASS A CERTIFICATE
REGISTERED $200,000,000
No. R-2 CUSIP No. 16678LAM2
THIS CERTIFICATE MAY NOT BE ACQUIRED OR HELD BY OR FOR THE ACCOUNT OF A BENEFIT
PLAN (AS DEFINED BELOW).
UNLESS THIS CLASS A CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
---
TO THE TRANSFERORS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
CHEVY CHASE MASTER CREDIT CARD TRUST II
SERIES 1998-A
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Class A Expected Final Payment Date:
The May 2003 Distribution Date
Each $1,000 minimum denomination represents a
1/468,000 undivided interest
in Class A of the Chevy Chase Master Credit Card Trust II, Series 1998-A
Evidencing an undivided interest in a trust, the corpus of which consists
primarily of receivables generated from time to time in the ordinary course of
business in a portfolio of consumer revolving credit card accounts owned by
CHEVY CHASE BANK, F.S.B.
and other assets and interests constituting the Trust under the Pooling and
Servicing Agreement referred to below.
(Not an interest in or obligation of Chevy Chase Bank, F.S.B., CCB Holding
Corporation or any affiliate thereof)
This certifies that CEDE & CO. (the "Class A Certificateholder") is the
-------------------------
registered owner of a fractional undivided interest in certain assets of a trust
(the "Trust") created pursuant to the Pooling and Servicing Agreement, dated as
-----
1
of June 1, 1995 (as amended and supplemented, the "Agreement"), as supplemented
---------
by the Series 1998-A Supplement, dated as of June 1, 1998 and the Class C
Supplemental Agreement, dated as of June 1, 1998 (as amended and supplemented,
collectively the "Series 1998-A Supplement"), by and among Chevy Chase Bank,
------------------------
F.S.B., a federally chartered stock savings bank, as Transferor and Servicer,
CCB Holding Corporation, as Transferor, and Bankers Trust Company, a New York
banking corporation, as trustee (in such capacity, the "Trustee"). The corpus
-------
of the Trust consists of (i) a portfolio of all receivables (the "Receivables")
-----------
existing in the consumer revolving credit card accounts identified under the
Agreement from time to time (the "Accounts"), (ii) all Receivables generated
--------
under the Accounts from time to time thereafter, (iii) funds collected or to be
collected from obligors in respect of the Receivables, (iv) all funds which are
from time to time on deposit in the Collection Account and in the Special
Funding Account, and (v) all other assets and interests constituting the Trust.
The Holder of this Certificate is entitled to the benefit of the funds on
deposit in a Cash Collateral Account, the funds on deposit in a Reserve Account,
the funds on deposit in a Pre-Funding Account and the funds on deposit in a
Principal Funding Account, in each case to the extent provided in the Series
1998-A Supplement. Although a summary of certain provisions of the Agreement
and the Series 1998-A Supplement is set forth below and in the Summary of Terms
and Conditions attached hereto and made a part hereof, this Class A Certificate
does not purport to summarize the Agreement and the Series 1998-A Supplement and
reference is made to the Agreement and the Series 1998-A Supplement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and obligations of
the Trustee. A copy of the Agreement and the Series 1998-A Supplement (without
schedules) may be requested from the Trustee by writing to the Trustee at the
Corporate Trust Office. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to them in the Agreement or the Series
1998-A Supplement, as applicable.
This Class A Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement and the Series 1998-A Supplement, to
which Agreement and Series 1998-A Supplement, each as amended and supplemented
from time to time, the Class A Certificateholder by virtue of the acceptance
hereof (and each Certificate Owner, by its acceptance of an interest in the
applicable Certificate) assents and is bound.
It is the intent of the Transferors and the Investor
Certificateholders that, for federal, state and local income and franchise tax
purposes (i) the Investor Certificates will qualify as indebtedness secured by
the Receivables and (ii) the Trust will not be treated as an association or
publicly traded partnership taxable as a corporation. The Class A
Certificateholder, by the acceptance of this Class A Certificate (and each
Certificate Owner, by its acceptance of an interest in the applicable
Certificate), agrees to treat this Class A Certificate for federal, state and
local income and franchise tax purposes as debt. Each Class A Certificateholder
agrees that it will cause any Certificate Owner acquiring an interest in a
Certificate through it to comply with the Agreement as to treatment as
indebtedness under applicable tax law as provided therein.
Interest will accrue on the Class A Certificates for the period from
the Closing Date through and including July 14, 1998, and for the period from
July 15, 1998 through and including August 16, 1998, and for each Interest
Period thereafter at a rate of 0.15% per annum above LIBOR as determined on the
applicable LIBOR Determination Date and calculated on the basis of actual days
elapsed and a 360 day year.
2
In general, payments of principal with respect to the Class A
Certificates are limited to the Class A Invested Amount, which may be less than
the unpaid principal balance of the Class A Certificates. The Class A Expected
Final Payment Date is the May 2003 Distribution Date, but principal with respect
to the Class A Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Series 1998-A Supplement. If
for one or more months during the Class A Scheduled Accumulation Period there
are not sufficient funds to pay the Controlled Deposit Amount, then to the
extent that excess funds are not available on subsequent Distribution Dates with
respect to the Class A Scheduled Accumulation Period to make up for such
shortfalls, the final payment of principal of the Class A Certificates will
occur later than the Class A Expected Final Payment Date.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Class A Certificate shall
not be entitled to any benefit under the Agreement or the Series 1998-A
Supplement or be valid for any purpose.
IN WITNESS WHEREOF, the Transferors have caused this Class A
Certificate to be duly executed.
CHEVY CHASE BANK, F.S.B.
By:/s/ Joel A. Friedman
______________________________________
Name:Joel A. Friedman
_____________________________________
Title:Senior Vice President and Controller
____________________________________
CCB HOLDING CORPORATION
By:/s/ Mark A. Holles
________________________________________
Name:Mark A. Holles
______________________________________
Title:Vice President
_____________________________________
Dated: June 17, 1998
3
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in the Agreement
and Series 1998-A Supplement.
BANKERS TRUST COMPANY,
as Trustee
By:Louis Bodi
--------------------
Authorized Signatory
Dated: June 17, 1998
4
CHEVY CHASE MASTER CREDIT CARD TRUST II
Series 1998-A
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables, which arise
generally from the purchase of goods and services and amounts advanced to
accountholders as cash advances, and Finance Charge Receivables. This Class A
Certificate is one of a Series of Certificates entitled Chevy Chase Master
Credit Card Trust II, Series 1998-A (the "Series 1998-A Certificates"), and one
--------------------------
of a class thereof entitled Class A Floating Rate Asset Backed Certificates,
Series 1998-A (the "Class A Certificates"), each of which represents a
--------------------
fractional undivided interest in certain assets of the Trust. The Trust Assets
are allocated in part to the certificateholders of all outstanding Series (the
"Certificateholders' Interest") with the remainder allocated to the Holders of
- -----------------------------
the Transferor Certificates. The aggregate interest represented by the Class A
Certificates at any time in the Principal Receivables in the Trust shall not
exceed an amount equal to the Class A Invested Amount at such time. The Class A
Invested Amount is $370,500,000 on the Closing Date (the "Class A Initial
---------------
Invested Amount"). During the Funding Period, the Class A Invested Amount will,
- ---------------
under certain circumstances, increase until the Class A Invested Amount is equal
to $468,000,000 The Class A Invested Amount shall mean, on any date of
determination, an amount equal to (a) the Class A Initial Invested Amount, plus
----
(b) the amount of any increases in the Class A Invested Amount during the
Funding Period as a result of withdrawals from the Pre-Funding Account in
connection with increases in the Transferor Amount pursuant to Section 4.15 of
the Series 1998-A Supplement, minus (c) the aggregate amount of principal
-----
payments made to the Class A Certificateholders on or prior to such date (other
than any principal payments made to the Class A Certificateholders from amounts
on deposit in the Pre-Funding Account on the first Distribution Date following
the end of the Funding Period pursuant to Section 4.14(d) of the Series 1998-A
Supplement), minus (d) the excess, if any, of the aggregate amount of Class A
-----
Investor Charge-Offs for all prior Distribution Dates over the aggregate amount
----
of Class A Investor Charge-Offs reimbursed pursuant to Section 4.6(a) of the
Series 1998-A Supplement on or prior to such date.
Subject to the terms and conditions of the Agreement, the Transferors
may from time to time direct the Trustee, on behalf of the Trust, to issue one
or more new Series of Investor Certificates, which will represent fractional
undivided interests in certain of the Trust Assets.
On each Distribution Date, the Paying Agent shall distribute to each
Class A Certificateholder of record on the last day of the preceding calendar
month (each a "Record Date") such Class A Certificateholder's pro rata share of
-----------
such amounts (including amounts on deposit in the Collection Account) as are
payable to the Class A Certificateholders pursuant to the Agreement and the
Series 1998-A Supplement. Distributions with respect to this Class A
Certificate will be made by the Paying Agent by check mailed to the address of
the Class A Certificateholder of record appearing in the Certificate Register
without the presentation or
5
surrender of this Class A Certificate or the making of any notation thereon
(except for the final distribution in respect of this Class A Certificate)
except that with respect to Class A Certificates registered in the name of Cede
& Co., the nominee for The Depository Trust Company, distributions will be made
in the form of immediately available funds. Final payment of this Class A
Certificate will be made only upon presentation and surrender of this Class A
Certificate at the office or agency specified in the notice of final
distribution delivered by the Trustee to the Series 1998-A Certificateholders in
accordance with the Agreement and the Series 1998-A Supplement.
On any day occurring on or after the day on which the Invested Amount
(after giving effect to any funds available for distribution in respect of
principal on such date) is reduced to 5% or less of the Invested Amount as of
the last day of the Funding Period, the Transferors shall have the option to
repurchase the Certificateholders' Interest in the Trust represented by Series
1998-A. The repurchase price will be equal to (a) if such day is a Distribution
Date, the Reassignment Amount for such Distribution Date or (b) if such day is
not a Distribution Date, the Reassignment Amount for the Distribution Date next
following such day. Following the deposit of the Reassignment Amount in the
Collection Account, Class A Certificateholders and the Cash Collateral Depositor
will not have any interest in the Receivables and the Class A Certificates will
represent only the right to receive such Reassignment Amount. The repurchase
option may not be exercised if the outstanding principal amount of Series 1998-A
exceeds the Invested Amount.
THIS CLASS A CERTIFICATE REPRESENTS AN INTEREST IN THE TRUST ONLY AND
DOES NOT REPRESENT INTERESTS IN OR AN OBLIGATION OF THE TRANSFERORS, THE
SERVICER OR ANY AFFILIATE OF ANY OF THEM. THIS CLASS A CERTIFICATE IS NOT A
DEPOSIT AND NEITHER THIS CLASS A CERTIFICATE NOR THE UNDERLYING ACCOUNTS OR
RECEIVABLES OR ANY COLLECTIONS THEREON ARE INSURED OR GUARANTEED BY THE SAVINGS
ASSOCIATION INSURANCE FUND, THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS CLASS A CERTIFICATE IS
LIMITED IN RIGHT OF PAYMENT TO CERTAIN COLLECTIONS WITH RESPECT TO THE
RECEIVABLES (AND CERTAIN OTHER AMOUNTS), ALL AS MORE SPECIFICALLY SET FORTH
HEREINABOVE AND IN THE AGREEMENT AND THE SERIES 1998-A SUPPLEMENT.
The Class A Certificates are issuable only in minimum denominations of
$1,000 and integral multiples of $1,000. The transfer of this Class A
Certificate shall be registered in the Certificate Register upon surrender of
this Class A Certificate for registration of transfer at any office or agency
maintained by the Transfer Agent and Registrar accompanied by a written
instrument of transfer, in a form satisfactory to the Trustee or the Transfer
Agent and Registrar, duly executed by the Class A Certificateholder or such
Class A Certificateholder's attorney, and duly authorized in writing with such
signature guaranteed, and thereupon one or more new Class A Certificates of
authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.
The Class A Certificates may not be acquired or held by or for the
account of any employee benefit plan, trust or account, including an individual
retirement account, that is subject to the Employee Retirement Income Security
Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986,
as amended, or an entity whose underlying assets include "plan assets" of any
such plan, trust or account by reason of its investment in such entity (a
"Benefit Plan"). By accepting and holding this Certificate, the Holder hereof
shall be deemed to have
6
represented and warranted that it is not a Benefit Plan.
By acquiring any interest in this Certificate, the applicable Certificate Owner
or Owners shall be deemed to have represented and warranted that it or they are
not Benefit Plans.
As provided in the Agreement and subject to certain limitations
therein set forth, Class A Certificates are exchangeable for new Class A
Certificates evidencing like aggregate fractional undivided interests as
requested by the Class A Certificateholder surrendering such Class A
Certificates. No service charge may be imposed for any such exchange but the
Servicer or Transfer Agent and Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.
The Trustee, the Paying Agent, the Transfer Agent and Registrar and
any agent of any of them may treat the person in whose name this Class A
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee, the Paying Agent, the Transfer Agent and Registrar, nor any agent of
any of them, shall be affected by notice to the contrary except in certain
circumstances described in the Agreement.
THIS CLASS A CERTIFICATE 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.
7
ASSIGNMENT
Social Security or other identifying number of assignee ________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
________________________________________________________________________________
________________________________________________________________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: ______________________ /1/
Signature Guaranteed:
______________________
- -------------------
/1/ NOTE: The signature to this Assignment must correspond with the name of the
registered owner as it appears on the face of the within Certificate in every
particular, without alteration, enlargement or any change whatsoever.
8
CLASS A CERTIFICATE
REGISTERED $68,000,000
No. R-3 CUSIP No. 16678LAM2
THIS CERTIFICATE MAY NOT BE ACQUIRED OR HELD BY OR FOR THE ACCOUNT OF A BENEFIT
PLAN (AS DEFINED BELOW).
UNLESS THIS CLASS A CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
---
TO THE TRANSFERORS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
CHEVY CHASE MASTER CREDIT CARD TRUST II
SERIES 1998-A
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Class A Expected Final Payment Date:
The May 2003 Distribution Date
Each $1,000 minimum denomination represents a
1/468,000 undivided interest
in Class A of the Chevy Chase Master Credit Card Trust II, Series 1998-A
Evidencing an undivided interest in a trust, the corpus of which consists
primarily of receivables generated from time to time in the ordinary course of
business in a portfolio of consumer revolving credit card accounts owned by
CHEVY CHASE BANK, F.S.B.
and other assets and interests constituting the Trust under the Pooling and
Servicing Agreement referred to below.
(Not an interest in or obligation of Chevy Chase Bank, F.S.B.,
CCB Holding Corporation or any affiliate thereof)
This certifies that CEDE & CO. (the "Class A Certificateholder") is the
-------------------------
registered owner of a fractional undivided interest in certain assets of a trust
(the "Trust") created pursuant to the Pooling and Servicing Agreement, dated as
-----
of June 1, 1995 (as amended and supplemented, the
1
"Agreement"), as supplemented by the Series 1998-A Supplement, dated as of
---------
June 1, 1998 and the Class C Supplemental Agreement, dated as of June 1, 1998
(as amended and supplemented, collectively the "Series 1998-A Supplement"), by
------------------------
and among Chevy Chase Bank, F.S.B., a federally chartered stock savings bank, as
Transferor and Servicer, CCB Holding Corporation, as Transferor, and Bankers
Trust Company, a New York banking corporation, as trustee (in such capacity, the
"Trustee"). The corpus of the Trust consists of (i) a portfolio of all
-------
receivables (the "Receivables") existing in the consumer revolving credit
-----------
card accounts identified under the Agreement from time to time (the
"Accounts"), (ii) all Receivables generated under the Accounts from time to time
--------
thereafter, (iii) funds collected or to be collected from obligors in respect of
the Receivables, (iv) all funds which are from time to time on deposit in the
Collection Account and in the Special Funding Account, and (v) all other assets
and interests constituting the Trust. The Holder of this Certificate is entitled
to the benefit of the funds on deposit in a Cash Collateral Account, the funds
on deposit in a Reserve Account, the funds on deposit in a Pre-Funding Account
and the funds on deposit in a Principal Funding Account, in each case to the
extent provided in the Series 1998-A Supplement. Although a summary of certain
provisions of the Agreement and the Series 1998-A Supplement is set forth below
and in the Summary of Terms and Conditions attached hereto and made a part
hereof, this Class A Certificate does not purport to summarize the Agreement and
the Series 1998-A Supplement and reference is made to the Agreement and the
Series 1998-A Supplement for information with respect to the interests, rights,
benefits, obligations, proceeds and duties evidenced hereby and the rights,
duties and obligations of the Trustee. A copy of the Agreement and the Series
1998-A Supplement (without schedules) may be requested from the Trustee by
writing to the Trustee at the Corporate Trust Office. To the extent not defined
herein, the capitalized terms used herein have the meanings ascribed to them in
the Agreement or the Series 1998-A Supplement, as applicable.
This Class A Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement and the Series 1998-A Supplement, to
which Agreement and Series 1998-A Supplement, each as amended and supplemented
from time to time, the Class A Certificateholder by virtue of the acceptance
hereof (and each Certificate Owner, by its acceptance of an interest in the
applicable Certificate) assents and is bound.
It is the intent of the Transferors and the Investor
Certificateholders that, for federal, state and local income and franchise tax
purposes (i) the Investor Certificates will qualify as indebtedness secured by
the Receivables and (ii) the Trust will not be treated as an association or
publicly traded partnership taxable as a corporation. The Class A
Certificateholder, by the acceptance of this Class A Certificate (and each
Certificate Owner, by its acceptance of an interest in the applicable
Certificate), agrees to treat this Class A Certificate for federal, state and
local income and franchise tax purposes as debt. Each Class A Certificateholder
agrees that it will cause any Certificate Owner acquiring an interest in a
Certificate through it to comply with the Agreement as to treatment as
indebtedness under applicable tax law as provided therein.
Interest will accrue on the Class A Certificates for the period from
the Closing Date through and including July 14, 1998, and for the period from
July 15, 1998 through and including August 16, 1998, and for each Interest
Period thereafter at a rate of 0.15% per annum above LIBOR as determined on the
applicable LIBOR Determination Date and calculated on the basis of actual days
elapsed and a 360 day year.
2
In general, payments of principal with respect to the Class A
Certificates are limited to the Class A Invested Amount, which may be less than
the unpaid principal balance of the Class A Certificates. The Class A Expected
Final Payment Date is the May 2003 Distribution Date, but principal with respect
to the Class A Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Series 1998-A Supplement. If
for one or more months during the Class A Scheduled Accumulation Period there
are not sufficient funds to pay the Controlled Deposit Amount, then to the
extent that excess funds are not available on subsequent Distribution Dates with
respect to the Class A Scheduled Accumulation Period to make up for such
shortfalls, the final payment of principal of the Class A Certificates will
occur later than the Class A Expected Final Payment Date.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Class A Certificate shall
not be entitled to any benefit under the Agreement or the Series 1998-A
Supplement or be valid for any purpose.
IN WITNESS WHEREOF, the Transferors have caused this Class A
Certificate to be duly executed.
CHEVY CHASE BANK, F.S.B.
By: /s/ Joel A. Friedman
--------------------------------------
Name: Joel A. Friedman
------------------------------------
Title: Senior Vice President and Controller
------------------------------------
CCB HOLDING CORPORATION
By: /s/ Mark A. Holles
--------------------------------------
Name: Mark A. Holles
------------------------------------
Title: Vice President
-----------------------------------
Dated: June 17, 1998
3
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in the Agreement
and Series 1998-A Supplement.
BANKERS TRUST COMPANY,
as Trustee
By: /s/ Louis Bodi
-----------------------------
Authorized Signatory
Dated: June 17, 1998
4
CHEVY CHASE MASTER CREDIT CARD TRUST II
Series 1998-A
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables, which arise
generally from the purchase of goods and services and amounts advanced to
accountholders as cash advances, and Finance Charge Receivables. This Class A
Certificate is one of a Series of Certificates entitled Chevy Chase Master
Credit Card Trust II, Series 1998-A (the "Series 1998-A Certificates"), and one
--------------------------
of a class thereof entitled Class A Floating Rate Asset Backed Certificates,
Series 1998-A (the "Class A Certificates"), each of which represents a
--------------------
fractional undivided interest in certain assets of the Trust. The Trust Assets
are allocated in part to the certificateholders of all outstanding Series (the
"Certificateholders' Interest") with the remainder allocated to the Holders of
- -----------------------------
the Transferor Certificates. The aggregate interest represented by the Class A
Certificates at any time in the Principal Receivables in the Trust shall not
exceed an amount equal to the Class A Invested Amount at such time. The Class A
Invested Amount is $370,500,000 on the Closing Date (the "Class A Initial
---------------
Invested Amount"). During the Funding Period, the Class A Invested Amount will,
- ---------------
under certain circumstances, increase until the Class A Invested Amount is equal
to $468,000,000 The Class A Invested Amount shall mean, on any date of
determination, an amount equal to (a) the Class A Initial Invested Amount, plus
----
(b) the amount of any increases in the Class A Invested Amount during the
Funding Period as a result of withdrawals from the Pre-Funding Account in
connection with increases in the Transferor Amount pursuant to Section 4.15 of
the Series 1998-A Supplement, minus (c) the aggregate amount of principal
-----
payments made to the Class A Certificateholders on or prior to such date (other
than any principal payments made to the Class A Certificateholders from amounts
on deposit in the Pre-Funding Account on the first Distribution Date following
the end of the Funding Period pursuant to Section 4.14(d) of the Series 1998-A
Supplement), minus (d) the excess, if any, of the aggregate amount of Class A
-----
Investor Charge-Offs for all prior Distribution Dates over the aggregate amount
----
of Class A Investor Charge-Offs reimbursed pursuant to Section 4.6(a) of the
Series 1998-A Supplement on or prior to such date.
Subject to the terms and conditions of the Agreement, the Transferors
may from time to time direct the Trustee, on behalf of the Trust, to issue one
or more new Series of Investor Certificates, which will represent fractional
undivided interests in certain of the Trust Assets.
On each Distribution Date, the Paying Agent shall distribute to each
Class A Certificateholder of record on the last day of the preceding calendar
month (each a "Record Date") such Class A Certificateholder's pro rata share of
-----------
such amounts (including amounts on deposit in the Collection Account) as are
payable to the Class A Certificateholders pursuant to the Agreement and the
Series 1998-A Supplement. Distributions with respect to this Class A
Certificate will be made by the Paying Agent by check mailed to the address of
the Class A Certificateholder of record appearing in the Certificate Register
without the presentation or
5
surrender of this Class A Certificate or the making of any notation thereon
(except for the final distribution in respect of this Class A Certificate)
except that with respect to Class A Certificates registered in the name of Cede
& Co., the nominee for The Depository Trust Company, distributions will be made
in the form of immediately available funds. Final payment of this Class A
Certificate will be made only upon presentation and surrender of this Class A
Certificate at the office or agency specified in the notice of final
distribution delivered by the Trustee to the Series 1998-A Certificateholders in
accordance with the Agreement and the Series 1998-A Supplement.
On any day occurring on or after the day on which the Invested Amount
(after giving effect to any funds available for distribution in respect of
principal on such date) is reduced to 5% or less of the Invested Amount as of
the last day of the Funding Period, the Transferors shall have the option to
repurchase the Certificateholders' Interest in the Trust represented by Series
1998-A. The repurchase price will be equal to (a) if such day is a Distribution
Date, the Reassignment Amount for such Distribution Date or (b) if such day is
not a Distribution Date, the Reassignment Amount for the Distribution Date next
following such day. Following the deposit of the Reassignment Amount in the
Collection Account, Class A Certificateholders and the Cash Collateral Depositor
will not have any interest in the Receivables and the Class A Certificates will
represent only the right to receive such Reassignment Amount. The repurchase
option may not be exercised if the outstanding principal amount of Series 1998-A
exceeds the Invested Amount.
THIS CLASS A CERTIFICATE REPRESENTS AN INTEREST IN THE TRUST ONLY AND
DOES NOT REPRESENT INTERESTS IN OR AN OBLIGATION OF THE TRANSFERORS, THE
SERVICER OR ANY AFFILIATE OF ANY OF THEM. THIS CLASS A CERTIFICATE IS NOT A
DEPOSIT AND NEITHER THIS CLASS A CERTIFICATE NOR THE UNDERLYING ACCOUNTS OR
RECEIVABLES OR ANY COLLECTIONS THEREON ARE INSURED OR GUARANTEED BY THE SAVINGS
ASSOCIATION INSURANCE FUND, THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS CLASS A CERTIFICATE IS
LIMITED IN RIGHT OF PAYMENT TO CERTAIN COLLECTIONS WITH RESPECT TO THE
RECEIVABLES (AND CERTAIN OTHER AMOUNTS), ALL AS MORE SPECIFICALLY SET FORTH
HEREINABOVE AND IN THE AGREEMENT AND THE SERIES 1998-A SUPPLEMENT.
The Class A Certificates are issuable only in minimum denominations of
$1,000 and integral multiples of $1,000. The transfer of this Class A
Certificate shall be registered in the Certificate Register upon surrender of
this Class A Certificate for registration of transfer at any office or agency
maintained by the Transfer Agent and Registrar accompanied by a written
instrument of transfer, in a form satisfactory to the Trustee or the Transfer
Agent and Registrar, duly executed by the Class A Certificateholder or such
Class A Certificateholder's attorney, and duly authorized in writing with such
signature guaranteed, and thereupon one or more new Class A Certificates of
authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.
The Class A Certificates may not be acquired or held by or for the
account of any employee benefit plan, trust or account, including an individual
retirement account, that is subject to the Employee Retirement Income Security
Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986,
as amended, or an entity whose underlying assets include "plan assets" of any
such plan, trust or account by reason of its investment in such entity (a
"Benefit Plan"). By accepting and holding this Certificate, the Holder hereof
shall be deemed to have
6
represented and warranted that it is not a Benefit Plan. By acquiring any
interest in this Certificate, the applicable Certificate Owner or Owners shall
be deemed to have represented and warranted that it or they are not Benefit
Plans.
As provided in the Agreement and subject to certain limitations
therein set forth, Class A Certificates are exchangeable for new Class A
Certificates evidencing like aggregate fractional undivided interests as
requested by the Class A Certificateholder surrendering such Class A
Certificates. No service charge may be imposed for any such exchange but the
Servicer or Transfer Agent and Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.
The Trustee, the Paying Agent, the Transfer Agent and Registrar and
any agent of any of them may treat the person in whose name this Class A
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee, the Paying Agent, the Transfer Agent and Registrar, nor any agent of
any of them, shall be affected by notice to the contrary except in certain
circumstances described in the Agreement.
THIS CLASS A CERTIFICATE 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.
7
ASSIGNMENT
Social Security or other identifying number of assignee ______________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
________________________________________________________________________________
________________________________________________________________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: ______________________/1/
Signature Guaranteed:
______________________
________________
/1/ NOTE: The signature to this Assignment must correspond with the name of the
registered owner as it appears on the face of the within Certificate in every
particular, without alteration, enlargement or any change whatsoever.
8
CLASS B CERTIFICATE
REGISTERED $72,000,000
No. R-1 CUSIP No. 16678LAN0
THIS CERTIFICATE MAY NOT BE ACQUIRED OR HELD BY OR FOR THE ACCOUNT OF A BENEFIT
PLAN (AS DEFINED BELOW).
UNLESS THIS CLASS B CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
---
TO THE TRANSFERORS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
CHEVY CHASE MASTER CREDIT CARD TRUST II
SERIES 1998-A
CLASS B FLOATING RATE ASSET BACKED CERTIFICATE
Class B Expected Final Payment Date:
The July 2003 Distribution Date
Each $1,000 minimum denomination represents a
1/72,000 undivided interest
in Class B of the Chevy Chase Master Credit Card Trust II, Series 1998-A
Evidencing an undivided interest in a trust, the corpus of which consists
primarily of receivables generated from time to time in the ordinary course of
business in a portfolio of consumer revolving credit card accounts owned by
CHEVY CHASE BANK, F.S.B.
and other assets and interests constituting the Trust under the Pooling and
Servicing Agreement referred to below.
(Not an interest in or obligation of Chevy Chase Bank, F.S.B., CCB Holding
Corporation or any affiliate thereof)
This certifies that CEDE & CO. (the "Class B Certificateholder") is the
-------------------------
registered owner of a fractional undivided interest in certain assets of a trust
(the "Trust") created pursuant to the
1
Pooling and Servicing Agreement, dated as of June 1, 1995 (as amended and
supplemented, the "Agreement"), as supplemented by the Series 1998-A Supplement,
---------
dated as of June 1, 1998 and the Class C Supplemental Agreement, dated as of
June 1, 1998 (as amended and supplemented, collectively the "Series 1998-A
-------------
Supplement"), by and among Chevy Chase Bank, F.S.B., a federally chartered stock
- ----------
savings bank, as Transferor and Servicer, CCB Holding Corporation, as
Transferor, and Bankers Trust Company, a New York banking corporation, as
trustee (in such capacity, the "Trustee"). The corpus of the Trust consists of
-------
(i) a portfolio of all receivables (the "Receivables") existing in the consumer
-----------
revolving credit card accounts identified under the Agreement from time to time
(the "Accounts"), (ii) all Receivables generated under the Accounts from time to
--------
time thereafter, (iii) funds collected or to be collected from obligors in
respect of the Receivables, (iv) all funds which are from time to time on
deposit in the Collection Account and in the Special Funding Account, and (v)
all other assets and interests constituting the Trust. The Holder of this
Certificate is entitled to the benefit of the funds on deposit in a Cash
Collateral Account, the funds on deposit in a Reserve Account, the funds on
deposit in a Pre-Funding Account and the funds on deposit in a Principal Funding
Account, in each case to the extent provided in the Series 1998-A Supplement.
Although a summary of certain provisions of the Agreement and the Series 1998-A
Supplement is set forth below and in the Summary of Terms and Conditions
attached hereto and made a part hereof, this Class B Certificate does not
purport to summarize the Agreement and the Series 1998-A Supplement and
reference is made to the Agreement and the Series 1998-A Supplement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and obligations of
the Trustee. A copy of the Agreement and the Series 1998-A Supplement (without
schedules) may be requested from the Trustee by writing to the Trustee at the
Corporate Trust Office. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to them in the Agreement or the Series
1998-A Supplement, as applicable.
This Class B Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement and the Series 1998-A Supplement, to
which Agreement and Series 1998-A Supplement, each as amended and supplemented
from time to time, the Class B Certificateholder by virtue of the acceptance
hereof (and each Certificate Owner, by its acceptance of an interest in the
applicable Certificate) assents and is bound.
THIS CLASS B CERTIFICATE IS SUBORDINATED TO THE EXTENT NECESSARY TO
FUND PAYMENTS ON THE CLASS A CERTIFICATES TO THE EXTENT SPECIFIED IN THE SERIES
1998-A SUPPLEMENT.
It is the intent of the Transferors and the Investor
Certificateholders that, for federal, state and local income and franchise tax
purposes (i) the Investor Certificates will qualify as indebtedness secured by
the Receivables and (ii) the Trust will not be treated as an association or
publicly traded partnership taxable as a corporation. The Class B
Certificateholder, by the acceptance of this Class B Certificate (and each
Certificate Owner, by its acceptance of an interest in the applicable
Certificate), agrees to treat this Class B Certificate for federal, state and
local income and franchise tax purposes as debt. Each Class B Certificateholder
agrees that it will cause any Certificate Owner acquiring an interest in a
Certificate through it to comply with the Agreement as to treatment as
indebtedness under applicable tax law as provided therein.
2
Interest will accrue on the Class B Certificates for the period from
the Closing Date through and including July 14, 1998, and for the period from
July 15, 1998 through and including August 16, 1998, and for each Interest
Period thereafter at a rate of 0.40% per annum above LIBOR as determined on the
applicable LIBOR Determination Date and calculated on the basis of actual days
elapsed and a 360 day year.
In general, payments of principal with respect to the Class B
Certificates are limited to the Class B Invested Amount, which may be less than
the unpaid principal balance of the Class B Certificates. The Class B Expected
Final Payment Date is the July 2003 Distribution Date, but principal with
respect to the Class B Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Series 1998-A Supplement. If
for one or more months during the Class B Scheduled Accumulation Period there
are not sufficient funds to pay the Controlled Deposit Amount, then to the
extent that excess funds are not available on subsequent Distribution Dates with
respect to the Class B Scheduled Accumulation Period to make up for such
shortfalls, the final payment of principal of the Class B Certificates will
occur later than the Class B Expected Final Payment Date.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Class B Certificate shall
not be entitled to any benefit under the Agreement or the Series 1998-A
Supplement or be valid for any purpose.
3
IN WITNESS WHEREOF, the Transferors have caused this Class B
Certificate to be duly executed.
CHEVY CHASE BANK, F.S.B.
By: /s/ Joel A. Friedman
----------------------------------------
Name: Joel A. Friedman
--------------------------------------
Title: Senior Vice President and Controller
-------------------------------------
CCB HOLDING CORPORATION
By: /s/ Mark A. Holles
----------------------------------------
Name: Mark A. Holles
--------------------------------------
Title: Vice President
-------------------------------------
Dated: June 17, 1998
4
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates referred to in the Agreement
and Series 1998-A Supplement.
BANKERS TRUST COMPANY,
as Trustee
By: /s/ Louis Bodi
--------------------
Authorized Signatory
Dated: June 17, 1998
5
CHEVY CHASE MASTER CREDIT CARD TRUST II
SERIES 1998-A
CLASS B FLOATING RATE ASSET BACKED CERTIFICATE
SUMMARY OF TERMS AND CONDITIONS
The Receivables consist of Principal Receivables, which arise
generally from the purchase of goods and services and amounts advanced to
accountholders as cash advances, and Finance Charge Receivables. This Class B
Certificate is one of a Series of Certificates entitled Chevy Chase Master
Credit Card Trust II, Series 1998-A (the "Series 1998-A Certificates"), and one
--------------------------
of a class thereof entitled Class B Floating Rate Asset Backed Certificates,
Series 1998-A (the "Class B Certificates"), each of which represents a
--------------------
fractional undivided interest in certain assets of the Trust. The Trust Assets
are allocated in part to the certificateholders of all outstanding Series (the
"Certificateholders' Interest") with the remainder allocated to the Holders of
- -----------------------------
the Transferor Certificates. The aggregate interest represented by the Class B
Certificates at any time in the Principal Receivables in the Trust shall not
exceed an amount equal to the Class B Invested Amount at such time. The Class B
Invested Amount is $57,000,000 on the Closing Date (the "Class B Initial
---------------
Invested Amount"). During the Funding Period, the Class B Invested Amount will,
- ---------------
under certain circumstances, increase until the Class B Invested Amount is equal
to $72,000,000. The Class B Invested Amount shall mean, on any date of
determination, an amount equal to (a) the Class B Initial Invested Amount, plus
----
(b) the amount of any increases in the Class B Invested Amount during the
Funding Period as a result of withdrawals from the Pre-Funding Account in
connection with increases in the Transferor Amount pursuant to Section 4.15 of
the Series 1998-A Supplement, minus (c) the aggregate amount of principal
-----
payments made to the Class B Certificateholders on or prior to such date (other
than any principal payments made to Class B Certificateholders from amounts on
deposit in the Pre-Funding Account on the first Distribution Date following the
end of the Funding Period pursuant to Section 4.14(d) of the Series 1998-A
Supplement), minus (d) the aggregate amount of Class B Investor Charge-Offs
-----
for all prior Distribution Dates, minus (e) the amount of Reallocated Principal
-----
Collections allocable to the Class B Certificates and applied on any prior
Distribution Dates which have been used to fund the Class A Required Amount with
respect to such Distribution Dates, minus (f) an amount equal to the amount by
-----
which the Class B Invested Amount has been reduced on all prior Distribution
Dates to cover the Class A Investor Default Amount, and plus (g) the aggregate
----
amount of Excess Spread and Excess Finance Charge Collections allocated to
Series 1998-A available on or prior to such Distribution Date with respect to
amounts deducted pursuant to the foregoing clauses (d), (e) and (f).
Subject to the terms and conditions of the Agreement, the Transferors
may from time to time direct the Trustee, on behalf of the Trust, to issue one
or more new Series of Investor Certificates, which will represent fractional
undivided interests in certain of the Trust Assets.
On each Distribution Date, the Paying Agent shall distribute to each
Class B Certificateholder of record on the last day of the preceding calendar
month (each a "Record Date") such Class B Certificateholder's pro rata share of
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such amounts (including amounts on
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deposit in the Collection Account) as are payable to the Class B
Certificateholders pursuant to the Agreement and the Series 1998-A Supplement.
Distributions with respect to this Class B Certificate will be made by the
Paying Agent by check mailed to the address of the Class B Certificateholder of
record appearing in the Certificate Register without the presentation or
surrender of this Class B Certificate or the making of any notation thereon
(except for the final distribution in respect of this Class B Certificate)
except that with respect to Class B Certificates registered in the name of Cede
& Co., the nominee for The Depository Trust Company, distributions will be made
in the form of immediately available funds. Final payment of this Class B
Certificate will be made only upon presentation and surrender of this Class B
Certificate at the office or agency specified in the notice of final
distribution delivered by the Trustee to the Series 1998-A Certificateholders in
accordance with the Agreement and the Series 1998-A Supplement.
On any day occurring on or after the day on which the Invested Amount
(after giving effect to any funds available for distribution in respect of
principal on such date) is reduced to 5% or less of the Invested Amount as of
the last day of the Funding Period, the Transferors shall have the option to
repurchase the Certificateholders' Interest in the Trust represented by Series
1998-A. The repurchase price will be equal to (a) if such day is a Distribution
Date, the Reassignment Amount for such Distribution Date or (b) if such day is
not a Distribution Date, the Reassignment Amount for the Distribution Date next
following such day. Following the deposit of the Reassignment Amount in the
Collection Account, Class B Certificateholders and the Cash Collateral Depositor
will not have any interest in the Receivables and the Class B Certificates will
represent only the right to receive such Reassignment Amount. The repurchase
option may not be exercised if the outstanding principal amount of Series 1998-A
exceeds the Invested Amount.
THIS CLASS B CERTIFICATE REPRESENTS AN INTEREST IN THE TRUST ONLY AND
DOES NOT REPRESENT INTERESTS IN OR AN OBLIGATION OF THE TRANSFERORS, THE
SERVICER OR ANY AFFILIATE OF ANY OF THEM. THIS CLASS B CERTIFICATE IS NOT A
DEPOSIT AND NEITHER THIS CLASS B CERTIFICATE NOR THE UNDERLYING ACCOUNTS OR
RECEIVABLES OR ANY COLLECTIONS THEREON ARE INSURED OR GUARANTEED BY THE SAVINGS
ASSOCIATION INSURANCE FUND, THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS CLASS B CERTIFICATE IS
LIMITED IN RIGHT OF PAYMENT TO CERTAIN COLLECTIONS WITH RESPECT TO THE
RECEIVABLES (AND CERTAIN OTHER AMOUNTS), ALL AS MORE SPECIFICALLY SET FORTH
HEREINABOVE AND IN THE AGREEMENT AND THE SERIES 1998-A SUPPLEMENT.
The Class B Certificates are issuable only in minimum denominations of
$1,000 and integral multiples of $1,000. The transfer of this Class B
Certificate shall be registered in the Certificate Register upon surrender of
this Class B Certificate for registration of transfer at any office or agency
maintained by the Transfer Agent and Registrar accompanied by a written
instrument of transfer, in a form satisfactory to the Trustee or the Transfer
Agent and Registrar, duly executed by the Class B Certificateholder or such
Class B Certificateholder's attorney, and duly authorized in writing with such
signature guaranteed, and thereupon one or more new Class B Certificates of
authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.
The Class B Certificates may not be acquired or held by or for the
account of any
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employee benefit plan, trust or account, including an individual retirement
account, that is subject to the Employee Retirement Income Security Act of 1974,
as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended, or
an entity whose underlying assets include "plan assets" of any such plan, trust
or account by reason of its investment in such entity (a "Benefit Plan"). By
accepting and holding this Certificate, the Holder hereof shall be deemed to
have represented and warranted that it is not a Benefit Plan. By acquiring any
interest in this Certificate, the applicable Certificate Owner or Owners shall
be deemed to have represented and warranted that it or they are not Benefit
Plans.
As provided in the Agreement and subject to certain limitations
therein set forth, Class B Certificates are exchangeable for new Class B
Certificates evidencing like aggregate fractional undivided interests as
requested by the Class B Certificateholder surrendering such Class B
Certificates. No service charge may be imposed for any such exchange but the
Servicer or Transfer Agent and Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.
The Trustee, the Paying Agent, the Transfer Agent and Registrar and
any agent of any of them may treat the person in whose name this Class B
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee, the Paying Agent, the Transfer Agent and Registrar, nor any agent of
any of them, shall be affected by notice to the contrary except in certain
circumstances described in the Agreement.
THIS CLASS B CERTIFICATE 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.
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ASSIGNMENT
Social Security or other identifying number of assignee ______________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _______________________________________________________________
_____________________________________________________________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:
/1/
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Signature Guaranteed:
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/1/ NOTE: The signature to this Assignment must correspond with the name of the
registered owner as it appears on the face of the within Certificate in every
particular, without alteration, enlargement or any change whatsoever.
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