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FIRST SUPPLEMENTAL
POOLING AND SERVICING AGREEMENT
dated as of August 21, 1997
among
WISCONSIN CIRCLE II FUNDING CORPORATION,
as Transferor,
HCFP FUNDING II, INC.,
as Servicer,
and
U.S. BANK NATIONAL ASSOCIATION (formerly known as
First Bank National Association),
as Trustee
Supplementing and Amending the Pooling and
Servicing Agreement dated as of June 27, 0000,
Xxxxx Xxxxxxxxx Xxxxxx II Funding Corporation, HCFP
Funding II, Inc. and First Bank National Association
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This FIRST SUPPLEMENTAL POOLING AND SERVICING AGREEMENT, dated as of
August 21, 1997 (this "First Supplemental Agreement"), is made among
WISCONSIN CIRCLE II FUNDING CORPORATION, a Delaware corporation ("Transferor"),
HCFP FUNDING II, INC., a Delaware corporation, in its capacity as initial
Servicer hereunder ("Servicer"), and U.S. BANK NATIONAL ASSOCIATION (formerly
known as First Bank National Association), a national banking association
("Trustee"), and supplements and amends that certain Pooling and Servicing
Agreement dated as of June 27, 1997 (the "Original Agreement"), among
Transferor, Servicer and Trustee.
ARTICLE I
DEFINITIONS
SECTION 1.1 Definitions. Capitalized terms used in this Agreement have
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the meanings that Appendix A to the Original Agreement assigns to them, and this
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Agreement shall be interpreted in accordance with Part B of appendix A to the
Original Agreement.
SECTION 2.1 Amendment to Section 6.1 of Original Agreement. The second
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sentence of the first paragraph of Section 6.1 of the Original Agreement is
hereby amended to read as follows:
"Investor Certificates shall be issued in minimum denominations of
$500,000 and in integral multiples of $5,000 and shall not be subdivided
for resale into Certificates smaller than a Certificate, the initial
offering price for which would have been at least $500,000."
SECTION 2.2 Amendment to Exhibit E of Original Agreement. The form
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of the Series 1997-1 Class B Certificate shall be amended to read as set forth
in Exhibit A hereto.
SECTION 2.3 Effective Date. The amendments contained in this article
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shall be effective immediately.
IN WITNESS WHEREOF, Transferor, Servicer and Trustee have caused this
First Supplemental Agreement to be executed by their respective officers
thereunto duly authorized as of the day and year first above written.
WISCONSIN CIRCLE II FUNDING
CORPORATION, as Transferor
By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
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Name: XXXXXX X. XXXXXXXX, XX.
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Title: Executive Vice President
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Address: 0 Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxx Xxxxx, Xxxxxxxx 00000
Attention: President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
HCFP FUNDING II, INC., as Servicer
By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
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Name: XXXXXX X. XXXXXXXX, XX.
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Title: Executive Vice President
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Address: 0 Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxx Xxxxx, Xxxxxxxx 00000
Attention: President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Ward A. Spooned
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Name: WARD A. SPOONED
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Title: Vice President
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Address: 000 Xxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx, 00000
Attention: Corporate Trust Department
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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EXHIBIT A
EXHIBIT E
FORM OF TRANSFEROR CERTIFICATE
SERIES 1997-1 CLASS B CERTIFICATE
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THIS CLASS B CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES LAWS. BY ITS
ACCEPTANCE HEREOF, EACH INVESTOR REPRESENTS AND AGREES THAT IT IS ACQUIRING THIS
CLASS B CERTIFICATE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) AND
NOT WITH A VIEW TO, OR FOR SALE IN CONNECTION WITH, THE PUBLIC DISTRIBUTION
HEREOF OR THEREOF AND THAT THIS CLASS B CERTIFICATE MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT IN COMPLIANCE WITH THE REGISTRATION
PROVISIONS OF THE 1933 ACT AND ANY APPLICABLE PROVISIONS UNDER STATE SECURITIES
LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH PROVISIONS. THE TRANSFER OF
THIS CLASS B CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN SECTION
6.3 OF THE CERTIFICATE PURCHASE AGREEMENT AND SECTION 6.3 OF THE POOLING
AGREEMENT.
THIS CLASS B CERTIFICATE MAY HAVE ORIGINAL ISSUE DISCOUNT ("OID"). CONTACT
TRUSTEE (AS DEFINED IN THIS CERTIFICATE) FOR INFORMATION CONCERNING THE ISSUE
PRICE, AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY OF THIS CLASS B
CERTIFICATE.
X-0
XXX 0000-0 TRUST
SERIES 1997-1 CLASS B CERTIFICATE
Certificate No. 1
First Distribution Date:
THIS CERTIFIES THAT HCFP FUNDING II, INC., a Delaware corporation ,is
the registered owner of a fractional undivided interest in the STL 1997-1 Trust
(the "Trust") that was created pursuant to the Pooling and Servicing Agreement
dated as of June 27, 1997 (as the same may be amended, supplemented or otherwise
modified from time to time, the "Pooling Agreement"), among Wisconsin Circle II
Funding Corporation, a Delaware corporation ("Transferor"), HCFP Funding II,
Inc., a Delaware corporation, ("Servicer"), and First Bank National Association,
as trustee (together with its successors and assigns in such capacity,
"Trustee"). This Certificate is one of the duly authorized Series 1997-1 Class B
Certificates designated and issued under the Pooling Agreement. Except as
otherwise defined herein, capitalized terms have the meanings that Appendix A to
the Pooling Agreement assigns to them. This Certificate is subject to the terms,
provisions and conditions of, and is entitled to the benefits afforded by, the
Pooling Agreement, to which terms, provisions and conditions the Holder of this
Certificate by virtue of the acceptance hereof assents and by which the Holder
is bound.
Unless the certificate of authentication hereon shall have been executed
by and on behalf of Trustee by the manual signature of a duly authorized
signatory, this Certificate shall not entitle the Holder hereof to any benefit
under the Transaction Documents or be valid for any purpose.
This Certificate does not represent a recourse obligation of, or an
interest in, Transferor, Seller, Servicer, Trustee or any Affiliate of any of
them. This Certificate is limited in right of payment to the Transferred Assets.
By its acceptance of this Certificate, each Holder hereof (a)
acknowledges that it is the intent of Transferor, and agrees that it is the
intent of the Holder that, for purposes of Federal, applicable state and local
income and franchise and other taxes measured by or imposed on income, the
Series 1997-1 Class B Certificates (including this Certificate) will be treated
as evidence of indebtedness secured by the Transferred Assets and the Trust will
not be characterized as an association taxable as a corporation or a
publicly-traded partnership, (b) agrees that the provisions of the Transaction
Documents shall be construed to further the intent, and (c) agrees to treat this
Certificate for purposes of federal, applicable state and local income and
franchise and other taxes measured by or imposed on income as indebtedness.
The principal balance of this Certificate may change from time to time
as a result of additional contributions to the Trust under the related
Certificate Purchase Agreement and distributions from the Trustee to the
Certificateholder. The grid attached to this Certificate and the Trustee should
be consulted for the current balance.
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This Certificate shall be construed in accordance with the laws of the
State of New York, without regard to its conflict of laws principles, and all
obligations, rights and remedies under or arising in connection with this
Certificate shall be determined in accordance with the laws of the State of New
York.
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IN WITNESS WHEREOF, Transferor has caused this Certificate to be
executed by its officer thereunto duly authorized this __ day of August, 1997.
WISCONSIN CIRCLE II FUNDING CORPORATION
By: ___________________________________
Xxxxxx X. Xxxxxx
Senior Vice President
AUTHENTICATED:
U.S. BANK NATIONAL ASSOCIATION (formerly known
as First Bank National Association), as Authentication Agent
By: ________________________________________
Name:
Title:
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GRID
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