EXHIBIT 1.2
First Chicago Master Trust II
FCC NATIONAL BANK
(Seller and Servicer)
UNDERWRITING AGREEMENT
(Standard Terms)
September 13, 1996
SALOMON BROTHERS INC
As Underwriter or as a Representative
of the Underwriters named in the
within referenced Terms Agreement
c/o Salomon Brothers Inc
Seven Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
1. Introductory. FCC National Bank, a national banking association
------------
(the "Bank") proposes to sell one or more Series of Investor Certificates to be
issued by the First Chicago Master Trust II (the "Certificates"). The
Certificates are to be issued pursuant to a Pooling and Servicing Agreement
between the Bank, as Seller and Servicer, and Norwest Bank Minnesota, National
Association, as trustee (the "Trustee"), dated as of June 1, 1990 (as amended or
otherwise modified from time to time, the "Pooling and Servicing Agreement"), as
supplemented by a supplement between the Bank, as Seller and Servicer, and the
Trustee, (the "Supplement") to the Pooling and Servicing Agreement, relating to
the applicable Series of Certificates (references to the Pooling and Servicing
Agreement herein may, as the context requires, include all supplements,
including the Supplement, to the Pooling and Servicing Agreement). The
Certificates may be sold in a public offering by the Bank through Salomon
Brothers Inc ("Salomon"), as sole underwriter, or through certain underwriters
which include Salomon, one or more of which may act as representative of such
underwriters (any underwriter through which Certificates are sold shall be
referred to herein as an "Underwriter" or, collectively, all such Underwriters
may be referred to as the "Underwriters"; any representatives thereof may be
referred to herein as a "Representative," which, if the context herein does
require, shall include Salomon in its capacity as sole Underwriter of any
Series, or the "Rep-
SALOMON BROTHERS INC
September 13, 1996
Page 2
resentatives"). Certificates of any Series shall be sold pursuant to a Terms
Agreement by and between the Bank and the Representatives, a form of which is
attached hereto as Exhibit A (a "Terms Agreement"), which incorporates by
reference this Underwriting Agreement (the "Agreement," which may include the
applicable Terms Agreement if the context requires). Any Series of Certificates
sold pursuant to any Terms Agreement may include the benefits of a collateral
interest, cash collateral account, letter of credit, guaranteed rate agreement,
maturity guaranty facility, tax protection agreement, interest rate or currency
swap or other contract or agreement for the benefit of the Certificateholders of
such Series (an "Enhancement"). With respect to any such Enhancement, the Bank
shall enter into an agreement or contract (the "Enhancement Agreement") by and
between the Bank and the provider of the Enhancement (the "Enhancement
Provider"). Each Certificate will represent an undivided interest in the First
Chicago Master Trust II (the "Trust"). The assets of the Trust will include,
among other things, certain amounts due on a pool of MasterCard(R) and VISA(R)
credit card accounts (the "Receivables") and, with respect to any such Series
sold pursuant to this Agreement, the benefits of an Enhancement. To the extent
not defined herein, capitalized terms used herein have the meanings assigned in
the Pooling and Servicing Agreement.
Upon the execution of any Terms Agreement, the Bank agrees with the
Underwriters as follows:
2. Representations and Warranties of the Bank. The Bank represents
------------------------------------------
and warrants to, and agrees with, the Underwriters that:
(i) A registration statement on Form S-3 (having the
registration number stated in the applicable Terms Agreement), including a
prospectus and such amendments thereto as may have been required to the
date of execution of such Terms Agreement, relating to the Certificates
and the offering thereof from time to time in accordance with Rule 415
under the Securities Act of 1933, as amended (the "Act"), has been filed
with the Securities and Exchange Commission (the "Commission") (which may
have included one or more preliminary prospectuses and prospectus
supplements (each, a "Prelimi-
SALOMON BROTHERS INC
September 13, 1996
Page 3
nary Prospectus") meeting the requirements of Rule 430 of the Act), and
such registration statement, as amended, has become effective; such
registration statement, as amended, and the prospectus relating to the sale
of the Certificates offered thereby by the Bank constituting a part
thereof, as from time to time amended or supplemented (including any
prospectus filed with the Commission pursuant to Rule 424(b) of the rules
and regulations of the Commission (the "Rules and Regulations") under the
Act), are respectively referred to herein as the "Registration Statement"
and the "Prospectus"; provided, however, that a supplement to the
-------- -------
Prospectus prepared pursuant to Section 5(a) hereof (each, a "Prospectus
Supplement") shall be deemed to have supplemented the Prospectus only with
respect to the offering of the Certificates to which it relates. The
conditions to the use of a registration statement on Form S-3 under the
Act, as set forth in the General Instructions to Form S-3, and the
conditions of Rule 415 under the Act, have been satisfied with respect to
the Registration Statement.
(ii) as of the date of execution of the related Terms Agreement,
the Registration Statement and the Prospectus, except with respect to any
modification to which Representatives have agreed in writing, shall be in
all substantive respects in the form furnished to the Underwriters prior to
such date or, to the extent not completed on such date, shall contain only
such specific additional information and other changes (beyond that
contained in the latest Preliminary Prospectus that has previously been
furnished to you) as the Bank has advised Representatives, prior to such
time, will be included or made therein.
(iii) on the effective date of the Registration Statement, the
Registration Statement and the Prospectus complied in all material respects
with the applicable requirements of the Act and the Rules and Regulations,
and did not include any untrue statement of a material fact or, in the
case of the Registration Statement, omit to state any material fact
required to be stated therein or necessary to make the statements therein
not misleading and,
SALOMON BROTHERS INC
September 13, 1996
Page 4
in the case of the Prospectus, omit to state any material fact necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading, and on the date of each Terms Agreement and on
each Closing Date (as defined below), the Registration Statement and the
Prospectus will comply in all material respects with the applicable
requirements of the Act and the Rules and Regulations, and neither of such
documents included or will include any untrue statement of a material fact
or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however,
-------- -------
that the foregoing does not apply to information contained in or omitted
from either of such documents based upon written information furnished to
the Bank by any Underwriter specifically for use in connection with the
preparation of the Registration Statement or the Prospectus.
(iv) As of the Closing Date of the applicable Series of
Certificates, the representations and warranties of the Bank in the
Pooling and Servicing Agreement will be true and correct.
(v) The Bank is an association duly organized, validly existing
and in good standing as a licensed national banking association under the
laws of the United States, and has all requisite power and authority to own
its properties and conduct in all material respects its business as
presently conducted and to execute, deliver and perform this Agreement and
the applicable Terms Agreement, to authorize the issuance of the
Certificates and to consummate the transactions contemplated hereby.
(vi) The execution, delivery and performance by the Bank of this
Agreement, the applicable Terms Agreement, the Pooling and Servicing
Agreement, any Enhancement Agreement, the issuance of the Certificates and
the consummation of the transactions contemplated hereby and thereby have
been duly and validly authorized by all necessary action or proceedings.
SALOMON BROTHERS INC
September 13, 1996
Page 5
(vii) This Agreement and the applicable Terms Agreement have
been duly executed and delivered by the Bank.
(viii) The information, other than projections based upon
historical data, provided to you by the Bank in connection with this
Agreement and the sale of the Certificates and described on Schedule II
attached to the applicable Terms Agreement when taken collectively, did
not, as of the date such information was provided, or as of the effective
date of the Registration Statement, or as of the date of the Prospectus, as
the case may be, and does not as of the date hereof, contain any untrue
statement of a material fact or omit to state any material fact necessary
in order to make the statements therein not misleading.
(ix) The Bank has authorized the conveyance of the Receivables
to the Trust, and the Bank has authorized the Trust to issue the
Certificates.
(x) The Bank has delivered to you complete and correct copies of
(i) the December 31, 1994 and 1995 audited consolidated balance sheets of
First Chicago NBD Corporation (parent of the Bank); (ii) publicly available
portions of the Consolidated Report of Condition and Income of the Bank for
the years ended December 31, 1994, and 1995 as submitted to the Comptroller
of the Currency; (iii) publicly available portions of the Consolidated
Report of Condition and Income of the Bank for the period ended June 30,
1996 as submitted to the Comptroller of the Currency and (iv) such other
similar items, if any, identified in the Terms Agreement. Except as set
forth in or contemplated in the Registration Statement and the Prospectus,
there has been no material adverse change in the condition (financial or
otherwise) of the Bank since December 31, 1995.
(xi) Any taxes, fees and other governmental charges in
connection with the execution, delivery and performance of this Agreement,
the applicable Terms Agreement, the Pooling and Servicing Agreement, any
Enhancement Agreement and the
SALOMON BROTHERS INC
September 13, 1996
Page 6
Certificates shall have been paid or will be paid by the Bank at or prior
to the Closing Date.
(xii) The Certificates have been duly and validly authorized,
and, when validly authenticated, issued and delivered in accordance with
the Pooling and Servicing Agreement and sold to the Underwriters as
provided herein and in the applicable Terms Agreement, will conform in all
material respects to the description thereof contained in the Prospectus
and will be validly issued and outstanding and entitled to the benefits of
the Pooling and Servicing Agreement.
3. Purchase, Sale, Payment and Delivery of Certificates. Delivery of
----------------------------------------------------
and payment for the Certificates to which this Agreement applies will be made
at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx, 000 Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, or such other offices specified in the applicable Terms
Agreement, at such time as shall be specified in the applicable Terms Agreement,
or at such other time thereafter or other place as the Representatives and the
Bank shall agree upon, each such time being herein referred to as a "Closing
Date." Delivery of such Certificates shall be made by the Bank to the
Underwriters against payment of the purchase price specified in the applicable
Terms Agreement in same day funds wired to such bank as may be designated by
the Bank, or by such other manner of payment as may be agreed upon by the Bank
and you. Unless otherwise provided in the applicable Terms Agreement, payment
for the Certificates shall be made against delivery through the facilities of
The Depository Trust Company ("DTC") of Book-Entry Certificates to you for the
respective accounts of the several Underwriters. Unless otherwise provided in a
Terms Agreement, the Certificates so to be delivered shall be global
certificates registered in the name of Cede & Co., as nominee for DTC. The
number and denomination of definitive certificates so delivered shall be as
specified by DTC. The definitive certificates for the Certificates will be made
available for inspection and packaging by the Underwriters at the offices of
Skadden, Arps, Slate, Xxxxxxx & Xxxx, or such other offices specified in the
applicable Terms Agreement, not later than 1:00 P.M., New York City time, on
the Business Day prior to the Closing Date.
SALOMON BROTHERS INC
September 13, 1996
Page 7
4. Offering by Underwriters. It is understood that the several
------------------------
Underwriters propose to offer the Certificates subject to this Agreement for
sale to the public (which may include selected dealers) as set forth in the
Prospectus.
5. Certain Agreements of the Bank. The Bank agrees with the
------------------------------
Underwriters that:
(a) Immediately following the execution of each Terms Agreement, the
Bank will prepare a Prospectus Supplement setting forth the amount of
Certificates covered thereby and the terms thereof not otherwise specified in
the Prospectus, the price at which such Certificates are to be purchased by the
Underwriters from the Bank, either the initial public offering price or the
method by which the price at which such Certificates are to be sold will be
determined, the selling concessions and allowances, if any, and such other
information as the Bank deems appropriate in connection with the offering of
such Certificates, but the Bank will not file any amendments to the
Registration Statement as in effect with respect to the Certificates, or any
amendments or supplements to the Prospectus, unless it shall first have
delivered copies of such amendments or supplements to the Underwriters. The
Bank will not file any amendment to the Registration Statement or supplement to
the Prospectus to which the Representatives reasonably object. The Bank will
use its best efforts to transmit the Prospectus including such Prospectus
Supplement to the Commission pursuant to Rule 424(b) under the Act by a means
reasonably calculated to result in filing with the Commission pursuant to Rule
424(b) under the Act. The Bank will advise the Representatives promptly of any
such filing. The Bank will immediately advise you and your counsel (i) when
notice is received from the Commission that any post-effective amendment to the
Registration Statement has become or will become effective and (ii) of any order
or communication suspending or preventing, or threatening to suspend or prevent,
the offer and sale of the Certificates or of any proceedings or examinations
that may lead to such an order or communication, whether by or of the Commission
or any authority administering any state securities or Blue Sky law, as soon as
practicable after the Bank is advised thereof, and will use every reasonable
effort both to prevent the issuance of any such
SALOMON BROTHERS INC
September 13, 1996
Page 8
order or communication and to obtain as soon as possible its lifting, if issued.
(b) If, at any time when a prospectus relating to the Certificates is
required to be delivered under the Act, any event occurs as a result of which
the Prospectus as then amended or supplemented would include an untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or if it is necessary at any time to amend the Prospectus
to comply with the Act, the Bank promptly will prepare and file with the
Commission (subject to your prior review pursuant to paragraph (a) of this
Section 5) an amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance.
(c) As soon as practicable, after the Closing Date, the Bank will
cause the Trust to make generally available to the Certificateholders an
earnings statement or statements of the Trust covering a period of at least 12
months beginning after the effective date of the Registration Statement which
will satisfy the provisions of Section 11(a) and Rule 158 of the Act.
(d) The Bank will furnish to you copies of the Registration Statement
(three of which will include all exhibits), each related Preliminary
Prospectus, the Prospectus and all amendments and supplements to such documents,
in each case as soon as available and in such quantities as you reasonably
request. The Bank will pay the expenses of printing or other production of all
documents relating to the offering.
(e) The Bank will pay all expenses incidental to the performance of
its obligations under this Agreement, including without limitation (i) expenses
of preparing, printing and reproducing the Registration Statement, the
Prospectus, this Agreement, the Pooling and Servicing Agreement, any
Enhancement, any Enhancement Agreement and the Certificates, (ii) any fees
charged by any rating agency for the rating of the Certificates, (iii) any
expenses (including reasonable fees and disbursements of counsel) incurred by
you in connection with qualification of the Certificates for sale under the laws
SALOMON BROTHERS INC
September 13, 1996
Page 9
of such jurisdictions as you designate, (iv) reasonable fees and expenses of
Skadden, Arps, Slate, Xxxxxxx & Xxxx in its role as special counsel for the
Bank, (v) any expenses incurred by you in connection with listing the
Certificates on the Luxembourg Stock Exchange and (vi) the cost of delivering
the Certificates to the offices of the Underwriters, insured to the satisfaction
of the Underwriters (it being understood that, except as provided in this
subsection (e) and in Section 8 hereof, the Underwriters will pay their own
expenses, including the expense of preparing, printing and reproducing any
agreement among underwriters, the fees and expenses of Skadden, Arps, Slate,
Xxxxxxx & Xxxx in its role as special counsel for the Underwriters, any transfer
taxes on resale of any of the Certificates by them and advertising expenses
connected with any offers that the Underwriters may make).
(f) The Bank will arrange for the qualification of the Certificates
for sale and the determination of their eligibility for investment under the
laws of such jurisdictions as you designate and will continue such
qualifications in effect so long as required for the distribution of the
Certificates; provided, however, that the Bank shall not be obligated to qualify
to do business in any jurisdiction in which it is not currently so qualified.
(g) For a period from the date of this Agreement until the retirement
of the Certificates, (i) the Bank, as Servicer, will furnish to you copies of
each certificate and the annual statements of compliance delivered to the
Trustee pursuant to Article III of the Pooling and Servicing Agreement and the
annual independent certified public accountant's servicing reports furnished to
the Trustee pursuant to Article III of the Pooling and Servicing Agreement, by
first-class mail as soon as practicable after such statements and reports are
furnished to the Trustee and (ii) on each Determination Date or as soon
thereafter as practicable, the Bank, as Servicer, shall give notice to you by
telex or telecopy in substantially the form of the Certificateholder's Statement
attached to Exhibit D to the Pooling and Servicing Agreement.
SALOMON BROTHERS INC
September 13, 1996
Page 10
(h) So long as any of the Certificates are outstanding, the Bank will
furnish to you by first-class mail as soon as practicable, all documents (A)
distributed, or caused to be distributed, by the Bank to Certificateholders, (B)
filed, or caused to be filed, by the Bank with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), any order of
the Commission thereunder or pursuant to a "no-action" letter from the staff of
the Commission and (C) from time to time, such other information in the
possession of the Bank concerning the Trust as you may reasonably request it
being understood that the Bank has no obligation hereunder to furnish you any
information which the Bank deems proprietary or confidential.
(i) Whether or not the transactions contemplated by this Agreement
and the Terms Agreement are consummated or this Agreement and the Terms
Agreement are terminated for any reason, the Bank will pay all expenses incident
to the performance of its obligations under this Agreement and will reimburse
the Underwriters for any reasonable expenses (including fees and disbursements
of counsel) incurred by them in connection with qualification of the
Certificates for sale and determination of their eligibility for investment
under the laws of such jurisdictions as you designate and the printing of
memoranda relating thereto, for any fees charged by investment rating agencies
for the rating of the Certificates, for any filing fee of the National
Association of Securities Dealers, Inc. relating to the Certificates, and for
expenses incurred in distributing preliminary prospectuses and the Prospectus
(including any amendments. and supplements thereto).
(j) To the extent, if any, that the rating provided with respect to
the Certificates by the rating agency or agencies specified in the applicable
Terms Agreement is conditional upon the furnishing of documents or the taking of
any other action by the Bank agreed upon on or prior to the Closing Date, the
Bank shall furnish such documents and take such other action.
SALOMON BROTHERS INC
September 13, 1996
Page 11
6. Conditions of the Obligations of the Underwriters. The
-------------------------------------------------
obligations of the Underwriters to purchase and pay for the Certificates will be
subject to the accuracy of the representations and warranties on the part of the
Bank herein, to the accuracy of the statements of officers of the Bank made
pursuant to the provisions hereof, to the performance by the Bank of its
obligations hereunder and under the applicable Terms Agreement and to the
following additional conditions precedent:
(a) The Prospectus shall have been filed with the Commission in
accordance with the Rules and Regulations and Section 5(a) of this Agreement;
and, prior to the Closing Date, no stop order suspending the effectiveness of
the Registration Statement shall have been issued and no proceedings for that
purpose shall have been instituted or, to the knowledge of the Bank or you,
shall be contemplated by the Commission.
(b) Subsequent to the execution and delivery of this Agreement, there
shall not have occurred (i) any change, or any development involving a
prospective change, in or affecting particularly the business or properties of
the Bank, First Chicago NBD Corporation or any Enhancement Provider which, in
the judgment of the Underwriters, materially impairs the investment quality of
the Certificates; (ii) any downgrading in the rating of the debt securities of
the Bank, First Chicago NBD Corporation or any Enhancement Provider by any
"nationally recognized statistical rating organization" (as defined for
purposes of Rule 436(g) under the Act); (iii) any suspension or limitation of
trading in securities generally on the New York Stock Exchange, or any setting
of minimum prices for trading on such exchange, or any suspension of trading of
any securities of the Bank, First Chicago NBD Corporation or any Enhancement
Provider on any exchange or in the over-the-counter market; (iv) any banking
moratorium declared by Federal, Illinois or Delaware authorities; or (v) any
outbreak or escalation of major hostilities in which the United States is
involved, any declaration of war by Congress or any other substantial national
or international calamity or emergency if, in the judgment of a majority in
interest of the Underwriters, the effect of any such outbreak, escalation,
declaration, calamity or emergency makes it im-
SALOMON BROTHERS INC
September 13, 1996
Page 12
practical or inadvisable to proceed with completion of the sale of and payment
for the Certificates.
(c) The Representatives shall have received from Xxxxxxx X. Xxxxxxxx,
Esq., Executive Vice President, General Counsel and Secretary of First Chicago
NBD Corporation, as counsel for the Bank, a favorable opinion with respect to
clauses (i) through (xii) of this paragraph (c), and from Skadden, Arps, Slate,
Xxxxxxx & Xxxx, special counsel to the Bank, a favorable opinion with respect to
clause (xiii) of this paragraph (c), each opinion dated the Closing Date and
satisfactory in form and substance to you and your counsel (provided that the
applicable Terms Agreement may set forth the names of other counsel who shall
deliver such opinions), to the effect that:
(i) the Bank has been duly organized as an association licensed
as a national banking association and is validly existing and in good
standing under the laws of the United States, is duly qualified to do
business and is in good standing under the laws of each jurisdiction which
requires such qualification wherein it owns or leases material properties
or conducts material business, and has full power and authority to own its
properties, to conduct its business as described in the Registration
Statement and the Prospectus, to enter into and perform its obligations
under this Agreement, the applicable Terms Agreement, the Pooling and
Servicing Agreement and the Supplement, to execute the Certificates and to
consummate the transactions contemplated hereby and thereby;
(ii) the Pooling and Servicing Agreement and the Supplement have
been duly authorized, executed and delivered by the Bank and constitute
the legal, valid and binding agreements of the Bank, enforceable against
the Bank in accordance with their terms (subject, as to enforcement of
remedies, to applicable bankruptcy, reorganization, insolvency, moratorium
and other laws affecting creditors' rights generally from time to time in
effect and the rights of creditors of national banks under United States
laws and except as such enforceability may be limited by general
principles of
SALOMON BROTHERS INC
September 13, 1996
Page 13
equity, whether considered in a proceeding at law or in equity);
(iii) the applicable Terms Agreement, incorporating by
reference this Agreement, has been duly authorized, executed and delivered
by the Bank;
(iv) the Certificates have been duly authorized and, when
executed and authenticated in accordance with the terms of the Pooling and
Servicing Agreement and the Supplement, and delivered to and paid for by
you pursuant to the applicable Terms Agreement, will be validly issued and
outstanding, enforceable in accordance with their terms (subject, as to
enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium and other laws affecting creditors' rights generally
from time to time in effect and the rights of creditors of national banks
under United States law and except as such enforceability may be limited by
general principles of equity, whether considered in a proceeding at law or
in equity) and will be entitled to the benefits of the Pooling and
Servicing Agreement and the Supplement;
(v) neither the execution nor the delivery of this Agreement,
the applicable Terms Agreement, the Supplement, the Pooling and Servicing
Agreement or the Enhancement Agreement, if any, nor the issuance or
delivery of the Certificates, nor the consummation of any of the
transactions contemplated herein or therein, nor the fulfillment of the
terms of the Certificates, this Agreement, the applicable Terms Agreement,
the Supplement, the Pooling and Servicing Agreement or the Enhancement
Agreement, if any, will conflict with or violate, result in a material
breach of or constitute a default under any term or provision of the
articles of association or by-laws of the Bank, any statute currently
applicable to the Bank or the Trust or any order or regulation known to
such counsel to be currently applicable to the Bank or the Trust of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over the Bank or the Trust, as the case may be, or the terms
of
SALOMON BROTHERS INC
September 13, 1996
Page 14
any indenture or other agreement or instrument known to such counsel to
which the Bank or the Trust is a party or by which either of them or any of
their properties is bound;
(vi) to the best knowledge of such counsel, there is no pending
or threatened action, suit or proceeding before any court or governmental
agency, authority or body or any arbitrator with respect to the Trust, the
Certificates, the Pooling and Servicing Agreement, the Supplement, the
Enhancement, if any, the Enhancement Agreement, if any, or any of the
transactions contemplated herein or therein or with respect to the Bank
which, in the case of any such action, suit or proceeding with respect to
the Bank, if adversely determined, would have a material adverse effect on
the Certificateholders or the Trust or upon the ability of the Bank to
perform its obligations under the Pooling and Servicing Agreement and the
Supplement, and there is no material contract, franchise or document
relating to the Trust or property conveyed to the Trust which is not
disclosed in the Registration Statement or Prospectus; and the statements
included in the Registration Statement, and Prospectus describing statutes,
legal proceedings, contracts and other documents fairly summarize the
matters therein described;
(vii) the Registration Statement has become effective under the
Act; any required filing of the Prospectus or any supplement thereto
pursuant to Rule 424(b) under the Act has been made in the manner and
within the time period required by Rule 424(b) under the Act; to the best
knowledge of such counsel, no stop order suspending the effectiveness of
the Registration Statement has been issued, no proceedings for that purpose
have been instituted or threatened; the Registration Statement and the
Prospectus (and any supplements thereto) (other than financial and
statistical information contained therein as to which such counsel need
express no opinion) comply as to form in all material respects with the
applicable requirements of the Act and the rules thereunder; and such
counsel has no reason to believe that at the effective date the
Registration
SALOMON BROTHERS INC
September 13, 1996
Page 15
Statement contained any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make
the statements therein not misleading or that the Prospectus includes any
untrue statement of a material fact or omits to state a material fact
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading (other than as to the
Registration Statement and the Prospectus, the information set forth under
the caption relating to the Enhancement or the Enhancement Provider and the
financial and statistical information contained therein as to which such
counsel need express no opinion);
(viii) no approval, authorization, consent, order, registration,
filing, qualification, license or permit of or with any court or
governmental agency or body is required for the consummation of the
transactions contemplated herein, except such as have been obtained under
the Act and such as may be required under the blue sky laws of any
jurisdiction in connection with the purchase and distribution of the
Certificates by the Underwriters and such filings or other approvals
(specified in such opinion) as have been made or obtained;
(ix) the Bank is the sole owner of all right, title and interest
in, and has good and marketable title to, free and clear of any liens,
security interests or encumbrances other than as permitted by Section
2.08(b) of the Pooling and Servicing Agreement, the Accounts and the
Receivables prior to the assignment of the Receivables to the Trust. The
assignment of the Receivables, all documents and instruments relating
thereto and all proceeds thereof to the Trustee, pursuant to the Pooling
and Servicing Agreement and the Supplement, vests in the Trustee all
interests which are purported to be conveyed thereby, free and clear of
any liens, security interests or encumbrances except as specifically
permitted pursuant to the Pooling and Servicing Agreement and the
Supplement.
SALOMON BROTHERS INC
September 13, 1996
Page 16
(x) the Certificates, this Agreement, the Enhancement, if any,
the Pooling and Servicing Agreement and the Supplement conform in all
material respects to the descriptions thereof contained in the Registration
Statement and the Prospectus;
(xi) the Pooling and Servicing Agreement and the Supplement will
not be required to be qualified under the Trust Indenture Act of 1939, as
amended. The Trust is not now, and immediately following the sale of the
Certificates to the Underwriters will not be, required to be registered
under the Investment Company Act of 1940, as amended;
(xii) the statements in the Registration Statement and the
Prospectus under the heading "Certain Legal Aspects of the Receivables,"
to the extent that they constitute statements of matters of law or legal
conclusions with respect thereto, have been prepared or reviewed by such
counsel and are correct in all material respects; and
(xiii) the statements in the Registration Statement and the
Prospectus under the headings "Tax Matters" and "ERISA Considerations," to
the extent that they constitute statements of matters of law or legal
conclusions with respect thereto, have been prepared or reviewed by such
counsel and are correct in all material respects.
In rendering such opinion counsel may rely (A) as to matters involving the
application of laws of any jurisdiction other than the State of Illinois and
the United States, to the extent deemed proper and stated in such opinion, upon
the opinion of other counsel of good standing believed by such counsel to be
reliable and acceptable to you and your counsel, and (B) as to matters of fact,
to the extent deemed proper and as stated therein, on certificates of
responsible officers of the Trust, the Bank and public officials. References to
the Prospectus in this paragraph (c) include any supplements thereto.
SALOMON BROTHERS INC
September 13, 1996
Page 17
(d) At the time of the execution of each Terms Agreement by the
parties hereto and at the Closing Date, Xxxxxx Xxxxxxxx LLP (or such other
independent accountants as shall be named in the applicable Terms Agreement)
shall have furnished to the Representatives a letter or letters, dated
respectively as of the date of such Terms Agreement and as of the Closing Date,
in form and substance satisfactory to the Representatives and counsel for the
Underwriters, confirming that they are certified independent public accountants
within the meaning of the Act and the Exchange Act and the respective
applicable published rules and regulations thereunder and stating in effect that
they have performed certain specified procedures as a result of which they
determined that certain information of an accounting, financial or statistical
nature (which is limited to accounting, financial or statistical information
derived from the general accounting records of the Trust and the Bank) set forth
in the Registration Statement and the Prospectus (and any supplement thereto),
including the information set forth under the captions "Prospectus Summary,"
"The Bank's Credit Card Portfolio," "The Accounts," "The Seller," and "Maturity
and Principal Payment Considerations" in the Prospectus, agrees with the
accounting records of the Trust and the Bank, excluding any questions of legal
interpretation.
(e) The Representatives shall have received from Xxxxxx Xxxxxxxx LLP
(or such other independent accountants as shall be named in the applicable
Terms Agreement), certified independent public accountants for the Bank, a
letter or letters, dated respectively as of the date of each Terms Agreement
and as of the Closing Date, satisfactory in form and substance to the
Representatives and counsel for the Underwriters, to the effect that they have
performed certain specified procedures as a result of which they have determined
that the information contained in the computer tape of the Accounts made
available to them by the Bank is correct or agrees with the Accounts and the
accounting records of the Trust and the Bank.
SALOMON BROTHERS INC
September 13, 1996
Page 18
(f) The Representatives shall receive evidence satisfactory to them
that, on or before the Closing Date, UCC-1 financing statements have been or are
being filed in the offices of the Secretaries of State of Illinois, New York and
Delaware, and in the offices of the Nassau County, New York, recorder reflecting
the interest of the Trust in the receivables and the proceeds thereof.
(g) The Representatives shall have received an opinion or opinions of
Skadden, Arps, Slate, Xxxxxxx & Xxxx (or such other counsel as may be named in
the applicable Terms Agreement), special counsel for the Bank, with respect to
certain matters relating to the transfer of the Receivables to the Trust, with
respect to the perfection of the Trust's interest in the Receivables, with
respect to the applicability of certain provisions of the National Bank Act and
with respect to other related matters in a form previously approved by the
Representatives and their counsel.
(h) The Representatives shall have received an opinion from Skadden,
Arps, Slate, Xxxxxxx & Xxxx (or such other counsel as may be named in the
applicable Terms Agreement), special counsel to the Bank, with respect to the
Federal, Illinois and Delaware income tax and New York income and corporate
franchise tax treatment of the Certificates in form and substance satisfactory
to the Underwriters.
(i) The Representatives shall have received from Skadden, Arps,
Slate, Xxxxxxx & Xxxx (or such other counsel as may be named in the applicable
Terms Agreement), counsel for the Underwriters, such opinion or opinions, dated
the Closing Date, with respect to the organization of the Bank, the validity of
the Certificates, the Registration Statement, the Prospectus and other related
matters as you may require, and the Bank shall have furnished to such counsel
such documents as they reasonably request for the purpose of enabling them to
pass upon such matters.
SALOMON BROTHERS INC
September 13, 1996
Page 19
(j) The Representatives shall have received a certificate, dated the
Closing Date, of a Vice-President or more senior officer of the Bank in which
such officer, to the best of his or her knowledge after reasonable
investigation, shall state that the representations and warranties of the Bank
in this Agreement are true and correct in all material respects on and as of the
Closing Date, that the Bank has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied hereunder and under the
applicable Terms Agreement at or prior to the Closing Date, that the
representations and warranties of the Bank in the Supplement and the Pooling
and Servicing Agreement are true and correct as of the dates specified in the
Supplement and in the Pooling and Servicing Agreement, that no stop order
suspending the effectiveness of the Registration Statement has been issued and
no proceedings for that purpose have been instituted or are threatened by the
Commission and that, subsequent to the date of the most recent financial
statement, delivered to you pursuant to Section 2(ix) hereof, there has been no
material adverse change in the financial position or results of operation of
First Chicago NBD Corporation or the Bank or of the Bank's credit card business
except as set forth in or contemplated by the Prospectus; provided, however,
that any certification involving First Chicago NBD Corporation may be given by a
Vice President or more senior officer of First Chicago Corporation.
(k) You shall have received an opinion of in-house counsel of Norwest
Bank Minnesota, National Association (or such other counsel as may be named in
the applicable Terms Agreement), as counsel for the Trustee, addressed to the
Representatives and the Bank, dated the Closing Date and satisfactory in form
and substance to you and your counsel to the effect that:
(i) the Trustee has been duly organized and is validly existing
as a national banking association in good standing under the laws of the
United States of America;
SALOMON BROTHERS INC
September 13, 1996
Page 20
(ii) the Trustee has the corporate power and authority to enter
into and perform its obligations under the Supplement, the Pooling and
Servicing Agreement and (if applicable) the Enhancement Agreement and has
duly authorized, executed and delivered the Supplement, the Pooling and
Servicing Agreement and (if applicable) the Enhancement Agreement, and the
Supplement, the Pooling and Servicing Agreement and (if applicable) the
Enhancement Agreement constitute the legal, valid and binding agreements
of the Trustee, enforceable in accordance with their terms, except (y) the
enforceability thereof may be subject to bankruptcy, insolvency,
reorganization, moratorium, conservatorship, receivership, or other similar
laws now or hereafter in effect relating to creditors' rights generally and
(z) except as enforcement thereof may be subject to general principles of
equity (regardless of whether enforcement is considered in a proceeding in
equity or at law) as well as concepts of reasonableness, good faith and
fair dealing;
(iii) the Certificates have been duly authenticated by the
Trustee;
(iv) the execution and delivery of the Supplement, the Pooling
and Servicing Agreement and (if applicable) the Enhancement Agreement and
the performance by the Trustee of their terms do not conflict with or
result in a violation of (A) any United States of America or state law or
regulation governing the banking or trust powers of the Trustee, or (B)
the articles of association or by-laws of the Trustee; and
(v) no approval, authorization or other action by, or filing
with, any governmental authority of the United States of America having
jurisdiction over the banking or trust powers of the Trustee is required in
connection with its execution and delivery of the Supplement, the Pooling
and Servicing Agreement and (if applicable) the Enhancement Agreement or
the performance by the Trustee of their terms.
SALOMON BROTHERS INC
September 13, 1996
Page 21
(l) You shall have received an opinion of the counsel to the
Enhancement Provider, if any, addressed to the Representatives and the Bank,
dated the Closing Date and satisfactory in form and substance to the
Representatives and their counsel to the effect that:
(i) the Enhancement Provider is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its
organization, is duly qualified to do business in all jurisdictions where
the nature of its operations as contemplated in the Enhancement Agreement
requires such qualification, and has the power and authority (corporate and
other) to issue the Enhancement and to perform its obligations under the
Enhancement and the applicable Enhancement Agreement;
(ii) the Enhancement and the applicable Enhancement Agreement
have each been duly authorized, executed and delivered by the Enhancement
Provider, and each constitutes the legal, valid and binding obligation of
the Enhancement Provider, enforceable in accordance with its terms, except
to the extent that the enforceability thereof may be subject to bankruptcy,
insolvency, reorganization, conservatorship, moratorium or other similar
laws now or hereafter in effect relating to creditors, rights as such laws
would apply in the event of the insolvency, liquidation or reorganization
or other similar occurrence with respect to the Enhancement Provider or in
the event of any moratorium or similar occurrence affecting the
Enhancement Provider;
(iii) the execution, delivery and performance by the Enhancement
Provider of the Enhancement Agreement and the Enhancement have been duly
authorized by all necessary corporate action on the part of the Enhancement
Provider, and under present law do not and will not contravene any law or
governmental regulation or order presently binding on the Enhancement
Provider or the charter or the by-laws of the Enhancement Provider or
contravene any provision of or constitute a default under any indenture,
contract or other instrument to which the Enhancement Provider is a party
or by which the Enhancement Provider is bound; and
SALOMON BROTHERS INC
September 13, 1996
Page 22
(iv) the execution, delivery and performance by the Enhancement
Provider of the Enhancement Agreement and the Enhancement do not require
the consent or approval of, the giving of notice to, the registration with,
or the taking of any other action in respect of any Federal, state or other
governmental agency or authority which has not previously been effected.
(m) [Reserved]
(n) The Enhancement Agreement shall have been duly authorized,
executed and delivered, the Enhancement shall have been duly authorized,
executed, issued and delivered by the Enhancement Provider, all fees due and
payable to the Enhancement Provider as of the Closing Date shall have been paid
in full at or prior to the Closing Date and the Enhancement shall conform in all
material respects to the description thereof in the Registration Statement and
the Prospectus.
(o) Subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, there shall not have
been any change, or any development involving a prospective change, in or
affecting the business or properties of the Trust or the Bank the effect of
which, in any case referred to above, is, in the judgment of the
Representatives, so material and adverse as to make it impractical or
inadvisable to proceed with the offering or the delivery of the Certificates as
contemplated by the Registration Statement and the Prospectus.
(p) All proceedings in connection with the transactions contemplated
by this Agreement and all documents incident hereto shall be satisfactory in
form and substance to the Representatives and counsel for the Underwriters, and
the Representatives and counsel for the Underwriters shall have received such
information, certificates and documents as the Representatives or counsel for
the Underwriters may reasonably request.
(q) You shall have received evidence satisfactory to you that the
Certificates shall be rated in accordance with the applicable Terms Agreement by
the rating agency or agencies specified therein.
SALOMON BROTHERS INC
September 13, 1996
Page 23
If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and counsel for the Underwriters, this
Agreement and all your obligations hereunder may be cancelled at, or at any time
prior to, the Closing Date by you. Notice of such cancellation shall be given
to the Trust and the Bank in writing or by telephone or telegraph confirmed in
writing. The Bank will furnish, or cause to be furnished to, you with such
number of conformed copies of such opinions, certificates, letters and documents
as you reasonably request.
7. Indemnification and Contribution. (a) The Bank will indemnify
--------------------------------
and hold harmless each Underwriter against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject,
under the Act, the Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained
in the Registration Statement, the Prospectus, or any amendment or supplement
thereto, or any related Preliminary Prospectus, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any
such loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that (i) the Bank will not be liable in any such case to the
-------- -------
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement in or omission or alleged
omission from any of such documents in reliance upon and in conformity with
written information furnished to the Bank by any Underwriter through you
specifically for use therein and (ii) such indemnity with respect to the
Prospectus shall not inure to the benefit of any Underwriter (or any person
controlling such Underwriter) from whom the person as-
SALOMON BROTHERS INC
September 13, 1996
Page 24
serting any such loss, claim, damage or liability purchased the Certificates
which are the subject thereof if such person did not receive a copy of the
Prospectus (or the Prospectus as supplemented) excluding documents incorporated
therein by reference at or prior to the confirmation of the sale of such
Certificates to such person in any case where such delivery is required by the
Act and the untrue statement or omission of a material fact contained in any
Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as
supplemented). This indemnity agreement will be in addition to any liability
which the Bank may otherwise have.
(b) Each Underwriter, severally, agrees to indemnify and hold harmless
the Bank, each of its directors, each of the officers who signs the Registration
Statement, and each person who controls the Bank within the meaning of the Act,
to the same extent as the foregoing indemnities from the Bank to each
Underwriter, but only with reference to written information relating to such
Underwriter furnished to the Bank by or on behalf of such Underwriter
specifically for use in the preparation of the documents referred to in the
foregoing indemnity. This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a) or (b) above, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party otherwise than
under subsection (a) or (b) above. In case any such action is brought against
any indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and to
the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to
such indemnified party (who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying party); provided, however,
-------- -------
that if the defendants in any such action include both the indemnified party and
the indem-
SALOMON BROTHERS INC
September 13, 1996
Page 25
nifying party and the indemnified party shall have reasonably concluded that
there may be legal defenses available to it and/or other indemnified parties
which are different from or additional to those available-to the indemnifying
party, the indemnified party or parties shall have the right to select separate
counsel to assert such legal defenses and to otherwise participate in the
defense of such action on behalf of such indemnified party or parties. Upon
receipt of notice from the indemnifying party to such indemnified party of its
election to so appoint counsel to defend such action and approval by the
indemnified party of such counsel, the indemnifying party will not be liable to
such indemnified party under this Section 7 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel
in connection with the assertion of legal defenses in accordance with the
proviso to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel, approved by the Underwriters in the case of subsection (a) of
this Section 7, representing the indemnified parties under such subsection (a)
who are parties to such action), (ii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of commencement of the
action or (iii) the indemnifying party has authorized the employment of counsel
for the indemnified party at the expense of the indemnifying party; and except
that, if clause (i) or (iii) is applicable, such liability shall be only in
respect of the counsel referred to in such clause (i) or (iii).
(d) To provide for just and equitable contribution in circumstances in
which the indemnification provided for in subsection (a) or (b) of this Section
7 is due in accordance with its terms but is for any reason held by a court to
be unavailable on grounds of policy or otherwise, the Bank, on the one hand, and
the Underwriters, on the other, shall contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) to which the Bank
and the Underwriters may be subject in such
SALOMON BROTHERS INC
September 13, 1996
Page 26
proportion so that the Underwriters are responsible for that portion represented
by the percentage that the underwriting discount appearing on the cover page of
the Prospectus bears to the public offering price appearing thereon and the Bank
is responsible for the balance; provided, however, that (y) in no case shall any
-------- -------
Underwriter (except as may be provided in the agreement among Underwriters
relating to the offering of the Certificates) be responsible for any amount in
excess of the underwriting discount applicable to the Certificates purchased by
such Underwriter hereunder and (z) no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 7, each person who controls an
Underwriter within the meaning of the Act shall have the same rights to
contribution as such Underwriter, and each person who controls the Bank within
the meaning of the Act, each officer of the Bank who shall have signed the
Registration Statement and each director of the Bank shall have the same rights
to contribution as the Bank, as the case may be, subject in each case to clauses
(y) and (z) of this subsection (d). Any party entitled to contribution will,
promptly after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for contribution may
be made against any other party or parties under this subsection (d), notify
such party or parties from whom contribution may be sought, but the omission to
so notify such party or parties shall not relieve the party or parties from whom
contribution may be sought from any other obligation it or they may have
hereunder or otherwise than under this subsection (d).
8. Default by an Underwriter. If any one or more Underwriters shall
-------------------------
fail to purchase and pay for any of the Certificates agreed to be purchased by
such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
any pay for (in the respective proportions which the amount of Certificates set
forth opposite their names in Schedule I to the Terms Agreement bears to the
aggregate amount of Certificates set forth opposite the names of
SALOMON BROTHERS INC
September 13, 1996
Page 27
all the remaining Underwriters) the Certificates which the defaulting
Underwriter or Underwriters agreed but failed to purchase; provided, however,
-------- -------
that in the event that the aggregate amount of Certificates which the defaulting
Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of
the aggregate amount of the Certificates set forth in Schedule I to the Terms
Agreement, the remaining Underwriters shall have the right to purchase all, but
shall not be under any obligation to purchase any, of the Certificates, and if
such nondefaulting Underwriters do not purchase all the Certificates, this
Agreement will terminate without liability to any nondefaulting Underwriter,
the Trust or the Bank. In the event of a default by any Underwriter as set
forth in this Section 8, the Closing Date shall be postponed for such period,
not exceeding seven days, as the Underwriters shall determine in order that the
required changes in the Registration Statement and the Prospectus or in any
other documents or arrangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting Underwriter of its liability, if any, to
the Bank and any nondefaulting Underwriter for damages occasioned by its default
hereunder.
9. Survival of Certain Representations and Obligations. The
---------------------------------------------------
respective indemnities, agreements, representations, warranties and other
statements of the Bank or its officers and of the Underwriters set forth in or
made pursuant to this Agreement will remain in full force and effect, regardless
of any investigation, or statement as to the results thereof, made by or on
behalf of any Underwriter, the Bank or any of their respective representatives,
officers or directors or any controlling person, and will survive delivery of
and payment for the Certificates. If this Agreement is terminated pursuant to
Section 8 or if for any reason the purchase of the Certificates by the
Underwriters is not consummated, the Bank shall remain responsible for the
expenses to be paid or reimbursed by it pursuant to Section 5 and the respective
obligations of the Bank and the Underwriters pursuant to Section 7 shall remain
in effect. If the purchase of the Certificates by the Underwriters is not
consummated for any reason other than solely because of the termination of
this Agreement pursuant to Section 8 or the occurrence of any event specified in
clauses (iii), (iv) or (v) of Section 6(b), the Bank will reimburse the
SALOMON BROTHERS INC
September 13, 1996
Page 28
Underwriters for all out-of-pocket expenses (including fees and disbursements of
counsel) reasonably incurred by them in connection with the offering of the
Certificates.
10. Notices. All communications hereunder will be in writing and, if
-------
sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed
to you at or c/o Salomon Brothers Inc, Seven Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, Attention: Legal Department, or, if sent to the Bank, will be
mailed, delivered or telegraphed and confirmed to FCC National Bank, c/o First
Chicago NBD Corporation, Xxx Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000,
Attention: Treasurer; provided, however, that any notice to an Underwriter
pursuant to Section 7 will be mailed, delivered or telegraphed and confirmed to
such Underwriter.
11. Successors. This Agreement will inure to the benefit of and be
----------
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 7, and no other
person will have any right or obligation hereunder.
12. Representation of Underwriters. Any action under this Agreement
------------------------------
with respect to any Series taken by the Representatives jointly or by Salomon
will be binding upon the Underwriters.
13. Applicable Law. This Agreement shall be governed by, and
--------------
construed in accordance with, the laws of the State of New York.
14. Miscellaneous. Neither this Agreement nor any term hereof may be
-------------
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought.
SALOMON BROTHERS INC
September 13, 1996
Page 29
If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon
it will become a binding agreement between the Bank and the several
Underwriters in accordance with its terms.
Very truly yours,
FCC NATIONAL BANK
By: /s/ Xxxxx X. Xxxxx, Xx.
__________________________
Name: Xxxxx X. Xxxxx, Xx.
Title: Chairman
The foregoing Underwriting Agreement
is hereby confirmed and accepted as
of the date first above written.
SALOMON BROTHERS INC
By: /s/ Xxxxxxx X. Xxxxxxxx
__________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Associate
EXHIBIT A
FIRST CHICAGO MASTER TRUST II
CREDIT CARD CERTIFICATES SERIES 199_-_
TERMS AGREEMENT
---------------
Dated:____________
To: FCC NATIONAL BANK
Re: Underwriting Agreement dated September , 1996
Series Designation: Series 199_-_
Underwriters:
The Underwriters named on Schedule I attached hereto are the
"Underwriters" for the purpose of this Agreement and for the purposes of the
above referenced Underwriting Agreement as such Underwriting Agreement is
incorporated herein and made a part hereof.
Terms of the Certificates:
-------------------------
Initial
Invested Interest Price to
Amount Rate or Formula Public (1)
------ --------------- ----------
(1) Plus accrued interest at the applicable rate from
___________.
Payment Dates: __________, _________, _________ and
-------------
___________, commencing ________ __, 199_.
Certificate Rating(s]: ________ by ____________
---------------------
_____________,
[_______ by ____________
_____________.
A-1
Enhancement Provider:
--------------------
Purchase Price:
--------------
The purchase price payable by the Underwriters for the Certificates
covered by this Agreement will be the following percentage of the principal
amounts to be issued:
Per Certificate _________%
Registration Statement:
----------------------
Underwriting Commissions, Concessions and Discounts:
---------------------------------------------------
The Underwriters' discounts and commissions, the concessions that the
Underwriters may allow to certain dealers, and the discounts that such dealers
may reallow to certain other dealers, each expressed as a percentage of the
principal amount of the Certificates, shall be as follows:
Underwriting
Discounts and Selling
Commissions Concessions Reallowance
------------- ----------- -----------
___% ___% ___%
Closing Date: ___________ __, 19__, ___ a.m., [New York] Time
------------
Location of Closing:
-------------------
Payment for the Certificates:
----------------------------
Opinion Modifications:
---------------------
Other Modifications:
-------------------
A-2
The Underwriters agree, severally and not jointly, subject to the
terms and provisions of the above referenced Underwriting Agreement which is
incorporated herein in its entirety and made a part hereof, to purchase the
respective principal amounts of the above referenced Series of Certificates set
forth opposite their names on Schedule I hereto.
SALOMON BROTHERS INC
As Representative of the
Underwriters named in
Schedule 1 hereto.
By:___________________
Name:
Title:
Accepted:
FCC NATIONAL BANK
By:______________________
Name:
Title:
A-3
SCHEDULE I
UNDERWRITERS
$___________ Principal Amount of Credit Card Certificates Series 19_-_
Principal Amount
----------------
Salomon Brothers Inc $
[Names of Underwriters]
_______________
$_______________
A-4
SCHEDULE II
A-5
