Exhibit 4.2
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BANK ONE ISSUANCE TRUST
as Issuer
and
XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
as Indenture Trustee and Collateral Agent
--------------------
ASSET POOL ONE SUPPLEMENT
dated as of [ ], 2002
to
INDENTURE
dated as of [ ], 2002
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF
GENERAL APPLICATION
Section 1.1 Definitions.....................................................................................3
Section 1.2 Effect of Headings and Table of Contents.......................................................19
Section 1.3 Successors and Assigns.........................................................................19
Section 1.4 Separability...................................................................................19
Section 1.5 Governing Law..................................................................................20
Section 1.6 Counterparts...................................................................................20
ARTICLE II
COLLATERAL
Section 2.1 Initial Collateral.............................................................................21
Section 2.2 Reinvestment in Collateral.....................................................................21
Section 2.3 Increases in the Invested Amount of an Existing Asset Pool One Collateral
Certificate....................................................................................22
Section 2.4 Addition of Collateral.........................................................................23
Section 2.5 Removal of Accounts............................................................................27
Section 2.6 Account Allocations. .........................................................................29
Section 2.7 Discount Receivables...........................................................................31
Section 2.8 Recording, Etc.................................................................................31
Section 2.9 Trust Indenture Act Requirements...............................................................33
Section 2.10 Suits To Protect the Collateral................................................................34
Section 2.11 Purchaser Protected............................................................................34
Section 2.12 Powers Exercisable by Receiver or Collateral Agent.............................................34
Section 2.13 Determinations Relating to Collateral..........................................................35
Section 2.14 Release of all Collateral......................................................................35
Section 2.15 Certain Actions by Collateral Agent............................................................36
Section 2.16 Opinions as to Collateral......................................................................36
Section 2.17 Delegation of Duties...........................................................................37
ARTICLE III
COLLECTIONS, ALLOCATIONS, DEPOSITS AND PAYMENTS
Section 3.1 Collections and Allocations....................................................................38
Section 3.2 Allocations of Finance Charge Collections and Default Amounts..................................39
Section 3.3 Allocations of Principal Collections...........................................................40
Section 3.4 Allocations of the Asset Pool One Servicing Fee. ..............................................40
Section 3.5 Allocations of Amounts to the Excess Funding Account and Allocations of
Amounts on Deposit in the Excess Funding Account...............................................41
Section 3.6 Final Payment..................................................................................41
Section 3.7 Payments within a Series, Class or Tranche.....................................................42
Section 3.8 Allocations of Finance Charge Collections, Default Amounts, Servicing Fees and
Principal Collections Allocable to the Transferor Interest.....................................42
Section 3.9 Transfer of Defaulted Accounts.................................................................43
Section 3.10 Adjustments for Miscellaneous Credits and Fraudulent Charges...................................43
Section 3.11 Recoveries and Interchange.....................................................................44
Section 3.12 Reallocation Groups............................................................................45
Section 3.13 Designation of Remaining Principal Shortfalls..................................................45
ARTICLE IV
THE COLLATERAL AGENT
Section 4.1 Certain Duties and Responsibilities............................................................47
Section 4.2 Certain Rights of the Collateral Agent.........................................................48
Section 4.3 Not Responsible for Recitals or Issuance of Notes..............................................50
Section 4.4 May Hold Notes.................................................................................50
Section 4.5 Money Held in Trust............................................................................50
Section 4.6 Compensation and Reimbursement; Limit on Compensation, Reimbursement and
Indemnity......................................................................................50
Section 4.7 Disqualification; Conflicting Interests........................................................51
Section 4.8 Corporate Collateral Agent Required; Eligibility...............................................51
Section 4.9 Resignation and Removal; Appointment of Successor..............................................52
Section 4.10 Acceptance of Appointment by Successor.........................................................54
Section 4.11 Merger, Conversion, Consolidation or Succession to Business....................................54
Section 4.12 Preferential Collection of Claims Against Issuer...............................................55
Section 4.13 Representations and Covenants of the Collateral Agent..........................................55
Section 4.14 Custody of Asset Pool One Collateral Certificates and Collateral...............................55
Section 4.15 Collateral Agent's Application for Instructions from the Issuer................................56
Section 4.16 Events of Default and Remedies; Reports of Indenture Trustee; Reports to Issuer................56
ARTICLE V
BANK ACCOUNTS AND INVESTMENTS
Section 5.1 Bank Accounts..................................................................................58
Section 5.2 Investment of Funds in the Bank Accounts.......................................................59
ARTICLE VI
MISCELLANEOUS
Section 6.1 No Petition....................................................................................61
Section 6.2 Actions by the Issuer..........................................................................61
Section 6.3 Limitations on Liability.......................................................................61
Section 6.4 Termination of Issuer..........................................................................62
Section 6.5 Termination Distributions......................................................................62
Section 6.6 Derivative Counterparty, Supplemental Credit Enhancement Provider and
Supplemental Liquidity Provider as Third-Party Beneficiary.....................................62
Section 6.7 Amendments.....................................................................................63
EXHIBITS
EXHIBIT A Form of Transferor Certificate.............................................................A-1
EXHIBIT B Form of Assignment of Receivables in Additional Accounts
Included in Asset Pool One.................................................................B-1
EXHIBIT C Form of Assignment of Additional Collateral Certificate
Included in Asset Pool One.................................................................C-1
EXHIBIT D Form of Reassignment of Receivables in Removed Accounts
Included in Asset Pool One.................................................................D-1
EXHIBIT E Form of Monthly Payment Instructions and Notification to the First USA
Credit Card Master Trust Trustee...........................................................E-1
EXHIBIT F Form of Asset Pool One Monthly Servicer's Certificate......................................F-1
This ASSET POOL ONE SUPPLEMENT between BANK ONE ISSUANCE
TRUST, a statutory business trust organized under the laws of the State of
Delaware (the "Issuer" or the "Trust"), having its principal office at c/o
Wilmington Trust Company, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx
00000-0000, Attention: Corporate Trust Administration, and XXXXX FARGO BANK
MINNESOTA, NATIONAL ASSOCIATION, a national banking association, in its
capacity as Collateral Agent (the "Collateral Agent") for the benefit of
the parties listed in the Granting Clause of this Asset Pool One
Supplement, is made and entered into as of [ ], 2002.
All things necessary to make this Asset Pool One
Supplement a valid agreement of the Issuer, in accordance with its terms,
have been done.
GRANTING CLAUSE
The Issuer hereby grants to the Collateral Agent (the
"Secured Party") for the benefit and security of the following: (a) the
Asset Pool One Noteholders, (b) the Indenture Trustee, in its individual
capacity and (c) the Collateral Agent, in its individual capacity, a
security interest in all of its right, title and interest, whether now
owned or hereafter acquired, in and to the following:
(i) each Asset Pool One Collateral Certificate;
(ii) all Asset Pool One Receivables;
(iii) the Excess Funding Account established for Asset
Pool One;
(iv) the Collection Account established for Asset
Pool One;
(v) each Supplemental Bank Account (including all
Sub-Accounts thereof) established from time to
time for Asset Pool One;
(vi) all Permitted Investments and all investment
property, money and other property held in or
through the Collection Account, the Excess
Funding Account or any Supplemental Bank Account
and including any Sub-Accounts therein;
(vii) all rights, benefits and powers under any
Derivative Agreement;
(viii) all rights, benefits and powers under any
Supplemental Credit Enhancement Agreement or
Supplemental Liquidity Agreement;
(ix) all rights, benefits and powers under the
Transfer and Servicing Agreement with respect to
the Asset Pool One Collateral Certificates and
the Asset Pool One Receivables;
(x) all present and future claims, demands, causes
of and choses in action in respect of any of the
foregoing and all interest, principal, payments
and distributions of any nature or type on any
of the foregoing;
(xi) all accounts, general intangibles, chattel
paper, instruments, documents, goods, money,
investment property, deposit accounts,
certificates of deposit, letters of credit,
letter-of-credit rights and advices of credit
consisting of, arising from, or relating to any
of the foregoing; and
(xii) all proceeds of the foregoing.
Items (i) through (xii) above are collectively referred
to as the "Collateral." The Security Interest in the Collateral is granted
to secure the Asset Pool One Notes (and the obligations under the Indenture
and this Asset Pool One Supplement), equally and ratably without prejudice,
priority or distinction between any Asset Pool One Note by reason of
difference in time of issuance or otherwise, except as otherwise expressly
provided in the Indenture, or in the Indenture Supplement which establishes
any Series, Class or Tranche of Notes, and to secure (i) the payment of all
amounts due on such Asset Pool One Notes in accordance with their
respective terms, (ii) the payment of all other sums payable by the Issuer
under the Indenture, any Indenture Supplement and this Asset Pool One
Supplement relating to the Asset Pool One Notes and (iii) compliance by the
Issuer with the provisions of the Indenture, any Indenture Supplement or
this Asset Pool One Supplement relating to the Asset Pool One Notes. This
Asset Pool One Supplement is a security agreement within the meaning of the
UCC.
The Collateral Agent acknowledges the grant of such
Security Interest, and accepts the Collateral in trust hereunder in
accordance with the provisions hereof and agrees to perform the duties
herein to the end that the interests of the Asset Pool One Noteholders may
be adequately and effectively protected.
The Asset Pool One Notes, Derivative Agreements,
Supplemental Credit Enhancement Agreements, Supplemental Liquidity
Agreements and other obligations under the Indenture, this Asset Pool One
Supplement and any Indenture Supplement relating to the Asset Pool One
Notes will benefit from the Security Interest to the extent (and only to
the extent) proceeds of and distributions on the Collateral are allocated
for their benefit pursuant to the Indenture, this Asset Pool One Supplement
and the applicable Indenture Supplement.
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF
GENERAL APPLICATION
Section 1.1 Definitions. For all purposes of this Asset
Pool One Supplement, except as otherwise expressly provided or unless the
context otherwise requires:
(1) the terms defined in this Article have the meanings
assigned to them in this Article, and, along with any other term defined in
any Section of this Asset Pool One Supplement, include the plural as well
as the singular;
(2) all other terms used herein which are defined in the
Indenture, the applicable Indenture Supplement or the Transfer and
Servicing Agreement, either directly or by reference therein, have the
meanings assigned to them therein;
(3) all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with generally accepted
accounting principles and, except as otherwise herein expressly provided,
the term "generally accepted accounting principles" with respect to any
computation required or permitted hereunder means such accounting
principles as are generally accepted in the United States of America at the
date of such computation;
(4) all references in this Asset Pool One Supplement to
designated "Articles," "Sections" and other subdivisions are to the
designated Articles, Sections and other subdivisions of this Asset Pool One
Supplement as originally executed. The words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Asset Pool One
Supplement as a whole and not to any particular Article, Section or other
subdivision;
(5) in the event that any term or provision contained
herein shall conflict with or be inconsistent with any term or provision
contained in the Indenture, the applicable Indenture Supplement or the
Transfer and Servicing Agreement, the terms and provisions of this Asset
Pool One Supplement shall be controlling;
(6) each capitalized term defined herein shall relate
only to the Asset Pool One Notes and no other notes issued by the Issuer;
and
(7) "including" and words of similar import will be
deemed to be followed by "without limitation."
"Account Assignment" has the meaning specified in
subsection 2.4(c)(v).
"Account Owner" has the meaning specified in the Transfer
and Servicing Agreement.
"Act" has the meaning specified in the Indenture.
"Additional Account" has the meaning specified in the
Transfer and Servicing Agreement.
"Additional Asset Pool One Account" has the meaning
specified in subsection 2.4(a).
"Additional Asset Pool One Collateral Certificate" has
the meaning specified in subsection 2.4(a).
"Additional Collateral Certificate" has the meaning
specified in the Transfer and Servicing Agreement.
"Addition Cut Off Date" means each date as of which
Additional Accounts will be selected to be included as Asset Pool One
Accounts pursuant to Section 2.4.
"Addition Date" has the meaning specified in subsection
2.4(a)(i).
"Adjustment Payment" has the meaning specified in
subsection 3.10(a).
"Administrator" means First USA Bank, National
Association in its capacity as Administrator of the Trust, and any
successors or assigns thereto.
"Adverse Effect" has the meaning specified in the
Indenture.
"Affiliate" has the meaning specified in the Indenture.
"Aggregate Addition Limit" means, with respect to any
Asset Pool, the aggregate number of Additional Asset Pool One Accounts that
may be designated for inclusion in Asset Pool One without prior
satisfaction of the Note Rating Agency Condition, equal to the aggregate
number of Additional Asset Pool One Accounts which would either (x) with
respect to any consecutive three-month period, equal 15% of the aggregate
number of Asset Pool One Accounts as of the first day of such three-month
period or (y) with respect to any twelve-month period, equal 20% of
aggregate number of Asset Pool One Accounts as of the first day of such
twelve-month period.
"Amortization Period" has, with respect to any Series,
Class or Tranche of Asset Pool One Notes, the meaning specified in the
applicable Indenture Supplement with respect to such Series, Class or
Tranche of Asset Pool One Notes.
"Asset Pool One" means the Collateral granted to the
Collateral Agent pursuant to this Asset Pool One Supplement.
"Asset Pool One Accounts" means "Accounts" (as defined in
the Transfer and Servicing Agreement) that have been designated by the
Issuer, pursuant to Section 2.4, to have their Receivables included in
Asset Pool One.
"Asset Pool One Average Principal Balance" means, with
respect to Asset Pool One, (a) for any Monthly Period in which no Addition
Date, Removal Date or Discount Option Date occurs, the Asset Pool One
Principal Receivables as of the close of business on the last day of the
prior Monthly Period and (b) for any Monthly Period in which one or more
Addition Dates, Removal Dates or Discount Option Dates occurs, the sum of:
(i) the product of (x) th Asset Pool One Principal
Receivables as of the close of business on the last day of the prior
Monthly Period and (y) a fraction, (i) the numerator of which is the
number of days from and including the first day of such Monthly
Period to but excluding the initial Addition Date, Removal Date or
Discount Option Date, as the case may be, in such Monthly Period and
(ii) the denominator of which is the number of days in such Monthly
Period; and
(ii) the product of (x) the Asset Pool One
Principal Receivables as of the close of business on the initial
Addition Date, Removal Date or Discount Option Date in such
Monthly Period, after giving effect to such addition, removal or
discount, as the case may be, and (y) a fraction, (i) the
numerator of which is the number of days from and including the
initial Addition Date, Removal Date or Discount Option Date, as
the case may be, in such Monthly Period to but excluding the next
subsequent Addition Date, Removal Date or Discount Option Date in
such Monthly Period or, if no such next subsequent date occurs in
such Monthly Period, to and including the last day of such Monthly
Period and (ii) the denominator of which is the number of days in
such Monthly Period; and
(iii) for each subsequent Addition Date, Removal
Date or Discount Option Date in such Monthly Period, the product
of (x) the Asset Pool One Principal Receivables at the close of
business on such Addition Date, Removal Date or Discount Option
Date, after giving effect to such addition, removal or discount,
as the case may be, and (y) a fraction, (i) the numerator of which
is the number of days from and including such Addition Date,
Removal Date or Discount Option Date, as the case may be, in such
Monthly Period to but excluding the next subsequent Addition Date,
Removal Date or Discount Option Date or, if no such next
subsequent date occurs in such Monthly Period, to and including
the last day of such Monthly Period and (ii) the denominator of
which is the number of days in such Monthly Period.
"Asset Pool One Collateral Certificate" means each
"Collateral Certificate" (as defined in the Indenture) that has been
designated by the Issuer for inclusion in Asset Pool One pursuant to
Sections 2.1 and 2.4.
"Asset Pool One Collateral Certificate Principal
Shortfall Payments" means, for any Monthly Period, amounts received on
Asset Pool One Collateral Certificates in respect of Principal Shortfalls.
"Asset Pool One Default Amount" means, for any Monthly
Period, the Default Amount for Asset Pool One for such Monthly Period.
"Asset Pool One Finance Charge Collections" means, for
any Monthly Period, the amount of Finance Charge Collections for all Asset
Pool One Receivables and Asset Pool One Collateral Certificates for such
Monthly Period.
"Asset Pool One Minimum Pool Balance" means, for any
Monthly Period, an amount equal to the sum of (i) for all Asset Pool One
Notes in their Revolving Period, the sum of the Nominal Liquidation Amounts
of such Asset Pool One Notes as of the close of business on the last day of
such Monthly Period and (ii) for all Asset Pool One Notes in their
Amortization Period, the sum of the Nominal Liquidation Amounts of such
Asset Pool One Notes as of the close of business as of the last day of the
most recent Revolving Period (exclusive of (x) any Asset Pool One Notes
which will be paid in full on the applicable Payment Date in the following
Monthly Period and (y) any Asset Pool One Notes which will have a Nominal
Liquidation Amount of zero on the applicable Payment Date in the following
Monthly Period).
"Asset Pool One Nominal Liquidation Amount Deficit"
means, for any Monthly Period, the aggregate Nominal Liquidation Amount
Deficit of all Asset Pool One Notes for such Monthly Period.
"Asset Pool One Notes" means the Notes designated in an
Indenture Supplement as being secured by the Collateral of Asset Pool One.
"Asset Pool One Noteholder" means any person in whose
name an Asset Pool One Note is registered.
"Asset Pool One Pool Balance" means, for any Monthly
Period, the sum of (1) the sum of the Invested Amounts of the Asset Pool
One Collateral Certificates on the close of business on the last day of
such Monthly Period plus (2) the Asset Pool One Principal Receivables as of
the close of business as of the last day of such Monthly Period plus (3)
the Excess Funding Amount as of the close of business on the last day of
such Monthly Period.
"Asset Pool One Principal Collections" means, for any
Monthly Period, the amount of Principal Collections for all Asset Pool One
Receivables and Asset Pool One Collateral Certificates for such Monthly
Period minus Asset Pool One Collateral Certificate Principal Shortfall
Payments for such Monthly Period.
"Asset Pool One Principal Receivables" means, with
respect to any date of determination, the aggregate outstanding dollar
amount of Asset Pool One Receivables that are Principal Receivables.
"Asset Pool One Receivables" means "Receivables" (as
defined in the Transfer and Servicing Agreement) arising in Asset Pool One
Accounts.
"Asset Pool One Receivables Servicing Fee" means, with
respect to any Monthly Period, one-twelfth of the product of (a) the Asset
Pool One Receivables Servicing Fee Percentage for such Monthly Period and
(b) the Asset Pool One Average Principal Balance for such Monthly Period.
"Asset Pool One Receivables Servicing Fee Percentage"
means, 1.50% for so long as First USA Bank, National Association is the
Servicer or 2.00% if First USA Bank, National Association is no longer the
Servicer.
"Asset Pool One Reinvestment Amount" means, with respect
to any Monthly Period, an amount equal to (A) the sum of (i) the Asset Pool
One Principal Collections for such Monthly Period, plus (ii) the Asset Pool
One Finance Charge Collections and similar amounts applied with respect to
the Asset Pool One Default Amount and the Asset Pool One Nominal
Liquidation Amount Deficit for all Series of Asset Pool One Notes with
respect to such Monthly Period, plus (iii) Asset Pool One Collateral
Certificate Principal Shortfall Payments plus (iv) the portion of the
Prefunding Excess Amount paid to the Issuer pursuant to the applicable
Indenture Supplement plus (v) Dollar payments which will be received under
Derivative Agreements with respect to principal for such Monthly Period
plus (vi) the aggregate amount of the accretion of principal on all
Discount Notes secured by Asset Pool One with respect to such Monthly
Period paid to the Issuer pursuant to the applicable Indenture Supplement,
minus (B) the sum of (i) the aggregate amount deposited in the Principal
Funding Accounts for all Series of Asset Pool One Notes with respect to
such Monthly Period plus (ii) the aggregate amount of Asset Pool One
Principal Collections reallocated to pay the Targeted Interest Deposit
Amount and a portion of the Asset Pool One Notes' share of the Asset Pool
One Servicing Fee for such Monthly Period.
"Asset Pool One Required Transferor Amount" means, for
any Monthly Period, the product of (1) the Asset Pool One Principal
Receivables as of the close of business on the last day of such Monthly
Period and (2) the Asset Pool One Required Transferor Amount Percentage.
"Asset Pool One Required Transferor Amount Percentage"
means 4% or such other percentage as shall be designated from time to time
by the Servicer; provided, however, that prior to designating any lesser
percentage the Servicer shall have provided to the Indenture Trustee and
the Collateral Agent an Issuer Tax Opinion and written confirmation from
each Note Rating Agency that such designation shall not have a Ratings
Effect.
"Asset Pool One Servicing Fee" has the meaning specified
in Section 3.4.
"Asset Pool One Supplement" means this Asset Pool
Supplement as originally executed and as amended, supplemented, restated or
otherwise modified from time to time.
"Asset Pool One Transferor Amount" means, for any Monthly
Period, an amount equal to (i) the Asset Pool One Pool Balance for such
Monthly Period minus (ii) the aggregate Nominal Liquidation Amount of all
Asset Pool One Notes as of close of business on the last day of such
Monthly Period.
"Asset Pool One Transferor Percentage" means, with
respect to any Monthly Period, 100% minus, the sum of the Noteholder
Percentages for all Series of Asset Pool One Notes with respect to Asset
Pool One Principal Collections, Asset Pool One Finance Charge Collections,
the Asset Pool One Servicing Fee or the Asset Pool One Default Amount, as
applicable.
"Bank Accounts" means, collectively, the Excess Funding
Account, the Collection Account and any Supplemental Bank Account,
including any Sub-Accounts therein.
"Beneficiary" has the meaning specified in the Trust
Agreement.
"Business Day" has the meaning specified in the
Indenture.
"Certificate Assignment" has the meaning specified in
subsection 2.4(c)(vi).
"Class" has the meaning specified in the Indenture.
"Collateral" has the meaning specified in the Granting
Clause of this Asset Pool One Supplement.
"Collateral Agent" means the Person named as the
Collateral Agent in the first paragraph of this Asset Pool One Supplement
until a successor Collateral Agent shall have become such pursuant to the
applicable provisions of this Asset Pool One Supplement, and thereafter
"Collateral Agent" means and includes each Person who is then a Collateral
Agent hereunder. If at any time there is more than one such Person,
"Collateral Agent" as used with respect to the Asset Pool One Notes of any
Series, Class or Tranche means the Collateral Agent with respect to Asset
Pool One Notes of that Series, Class or Tranche.
"Collateral Agent Authorized Officer" when used with
respect to the Collateral Agent, means any vice president, any assistant
vice president, the treasurer, any assistant treasurer, any senior trust
officer or trust officer, or any other officer of the Collateral Agent
customarily performing functions similar to those performed by any of the
above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.
"Collections" has the meaning specified in the Transfer
and Servicing Agreement.
"Collection Account" has the meaning specified in
subsection 5.1(a)(i).
"Commission" means the U.S. Securities and Exchange
Commission.
"Corporate Trust Office" means, with respect to the
Collateral Agent, the principal corporate trust office of the Collateral
Agent located at Xxxxx Fargo Bank Minnesota, National Association, 0xx &
Xxxxxxxxx, XXX X0000-000, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention:
Corporate Trust Services Asset Backed Administration; or such other address
as the Collateral Agent may designate by notice to the Transferor, or the
principal corporate trust office of any successor Collateral Agent (the
address of which the successor Collateral Agent will notify the Indenture
Trustee and the Transferor).
"Credit Adjustment" has the meaning specified in
subsection 3.10(a).
"Date of Processing" has the meaning specified in the
Transfer and Servicing Agreement.
"Default Amount" has the meaning specified in the
Transfer and Servicing Agreement.
"Defaulted Account" has the meaning specified in the
Transfer and Servicing Agreement.
"Derivative Agreement" has the meaning specified in the
Indenture.
"Derivative Counterparty" has the meaning specified in
the Indenture.
"Determination Date" means the Business Day before the
First Note Transfer Date for a Series in a Monthly Period.
"Discount Note" has the meaning specified in the
Indenture.
"Discount Option Date" has the meaning specified in the
Transfer and Servicing Agreement.
"Discount Receivables" has the meaning specified in the
Transfer and Servicing Agreement.
"Discount Receivables Collections" has the meaning
specified in the Transfer and Servicing Agreement.
"Dollar" or "$" has the meaning specified in the Transfer
and Servicing Agreement.
"Early Amortization Event" has the meaning specified in
the Indenture.
"Effective Date" means the date on which this Asset Pool
One Supplement is executed and delivered by the parties hereto.
"Eligible Account" has the meaning specified in the
Transfer and Servicing Agreement.
"Eligible Collateral Certificate" has the meaning
specified in the Transfer and Servicing Agreement.
"Event of Default" has the meaning specified in the
Indenture.
"Excess Funding Account" has the meaning specified in
subsection 5.1(a)(ii).
"Excess Funding Amount" means at any time the aggregate
amount on deposit in the Excess Funding Account.
"Finance Charge Collections" has the meaning specified in
the Transfer and Servicing Agreement.
"Finance Charge Receivables" has the meaning specified in
the Transfer and Servicing Agreement.
"First Note Transfer Date" means, with respect to any
Monthly Period, the initial Note Transfer Date for any Series, Class or
Tranche of Asset Pool One Notes in such Monthly Period.
"First USA" means First USA Bank, National Association, a
national banking association, and its successors and permitted assigns.
"First USA Credit Card Master Trust Pooling and Servicing
Agreement" has the meaning specified in the Transfer and Servicing
Agreement.
"Fitch" has the meaning specified in the Transfer and
Servicing Agreement.
"Gross Principal Receivables" has the meaning specified
in the Transfer and Servicing Agreement.
"Holder" has the meaning specified in the Indenture.
"Increase Date" has the meaning specified in subsection
2.4(a)(i).
"Indenture" means the Indenture, dated as of [ ], 2002,
between the Issuer and the Indenture Trustee, as the same may be amended,
supplemented or otherwise modified from time to time.
"Indenture Supplement" has the meaning specified in the
Indenture.
"Indenture Trustee" has the meaning specified in the
Indenture.
"Ineligible Receivables" has the meaning specified in the
Transfer and Servicing Agreement.
"Initial Collateral Certificate" has the meaning
specified in the Transfer and Servicing Agreement.
"Insolvency Event" has the meaning specified in the
Transfer and Servicing Agreement.
"Interchange" has the meaning specified in the Transfer
and Servicing Agreement.
"Interchange Amount" has the meaning specified in the
Transfer and Servicing Agreement.
"Invested Amount" has, with respect to any Asset Pool One
Collateral Certificate, the meaning specified in the applicable Series
Supplement.
"Issuer" has the meaning specified in the first paragraph
of this Asset Pool One Supplement.
"Issuer Tax Opinion" has the meaning specified in the
Indenture.
"Legal Maturity Date" has, for any Note, the meaning
specified in the Indenture.
"Majority Holders" has the meaning specified in the
Indenture.
"Master Trust" has the meaning specified in the
Indenture.
"Moody's" has the meaning specified in the Transfer and
Servicing Agreement.
"Monthly Period" has the meaning specified in the
Indenture.
"Nominal Liquidation Amount" has, with respect to any
Series, Class or Tranche of Asset Pool One Notes, the meaning specified in
the applicable Indenture Supplement for such Series, Class or Tranche of
Asset Pool One Notes.
"Nominal Liquidation Amount Deficit" has, with respect to
any Series, Class or Tranche of Asset Pool One Notes, the meaning specified
in the applicable Indenture Supplement for such Series, Class or Tranche of
Asset Pool One Notes.
"Note" or "Notes" has the meaning specified in the
Indenture.
"Noteholder Percentage" means, for any Series of Asset
Pool One Notes, with respect to Asset Pool One Principal Collections, Asset
Pool One Finance Charge Collections, the Asset Pool One Default Amount and
the Asset Pool One Servicing Fee, the percentage stated in the applicable
Indenture Supplement for such Series of Asset Pool One Notes.
"Note Rating Agency" means, with respect to any
Outstanding Asset Pool One Notes, each statistical rating agency selected
by the Issuer to rate such Notes.
"Note Rating Agency Condition" has the meaning specified
in the Transfer and Servicing Agreement.
"Note Registrar" has the meaning specified in the
Indenture.
"Note Transfer Date" means the Business Day prior to the
Payment Date for a Series, Class or Tranche of Asset Pool One Notes.
"Notice Date" has the meaning specified in subsection
2.4(c)(ii).
"Obligor" has the meaning specified in the Transfer and
Servicing Agreement.
"Officer's Certificate" has the meaning specified in the
Indenture.
"Opinion of Counsel" has the meaning specified in the
Indenture.
"Outstanding" has the meaning specified in the Indenture.
"Outstanding Dollar Principal Amount" has the meaning
specified in the Indenture.
"Owner Trustee" has the meaning specified in the Transfer
and Servicing Agreement.
"Payment Date" has the meaning specified in the
Indenture.
"Permitted Investments" has the meaning specified in the
Indenture.
"Person" has the meaning specified in the Indenture.
"Prefunding Excess Amount" has, with respect to any
Series, Class or Tranche of Asset Pool One Notes, the meaning specified in
the applicable Indenture Supplement for such Series, Class or Tranche of
Asset Pool One Notes.
"Principal Collections" has the meaning specified in the
Transfer and Servicing Agreement.
"Principal Receivables" has the meaning specified in the
Transfer and Servicing Agreement.
"Principal Shortfalls" has the meaning specified in the
applicable Series Supplement for a Collateral Certificate.
"Proposed Principal Shortfall Amount" has the meaning
specified in Section 3.13.
"Qualified Bank Account" has the meaning specified in the
Indenture.
"Qualified Institution" has the meaning specified in the
Indenture.
"Ratings Effect" has the meaning specified in the
Indenture.
"Reallocation Group" means all Reallocation Series that
have the same Reallocation Group designation.
"Reallocation Series" means a Series that, pursuant to
the Indenture Supplement therefor, will share certain Finance Charge
Collections or other specified amounts with other series in the same
Reallocation Group, as more specifically specified in such Indenture
Supplement.
"Reassignment" has the meaning specified in subsection
2.5(b)(ii).
"Receivables" has the meaning specified in the Transfer
and Servicing Agreement.
"Recoveries" has the meaning specified in the Transfer
and Servicing Agreement.
"Remaining Series Available Principal Collections
Shortfall" has, with respect to any Series of Asset Pool One Notes, the
meaning specified in the applicable Indenture Supplement for such Series of
Asset Pool One Notes.
"Removal Date" has the meaning specified in subsection
2.5(a).
"Removal Notice Date" has the meaning specified in
subsection 2.5(a).
"Removed Asset Pool One Accounts" has the meaning
specified in subsection 2.5(a).
"Requirements of Law" has the meaning specified in the
Transfer and Servicing Agreement.
"Revolving Period" has, with respect to any Series, Class
or Tranche of Asset Pool One Notes, the meaning specified in the applicable
Indenture Supplement with respect to such Series, Class or Tranche of Asset
Pool One Notes.
"Security Interest" means the security interest granted
pursuant to the Granting Clause.
"Secured Party" has the meaning specified in the Granting
Clause of this Asset Pool One Supplement.
"Series" means, with respect to any Note, the series
specified in the applicable Indenture Supplement.
"Series Available Principal Collections Shortfall" has,
with respect to any Series of Asset Pool One Notes, the meaning specified
in the applicable Indenture Supplement for such Series of Asset Pool One
Notes.
"Series 2002-CC Supplement" has the meaning specified in
the Transfer and Servicing Agreement.
"Series Supplement" has the meaning specified in the
Indenture.
"Servicer" has the meaning specified in the Transfer and
Servicing Agreement.
"Servicer Rating Event" has the meaning specified in the
Transfer and Servicing Agreement.
"SFAS 140" has the meaning specified in the Transfer and
Servicing Agreement.
"Shared Excess Available Principal Collections" has, with
respect to any Series of Asset Pool One Notes, the meaning specified in the
applicable Indenture Supplement for such Series of Asset Pool One Notes.
"Standard and Poor's" has the meaning specified in the
Transfer and Servicing Agreement.
"Sub-Account" has the meaning specified in the Indenture.
"Successor Servicer" has the meaning specified in
subsection 10.02(a) of the Transfer and Servicing Agreement.
"Supplemental Bank Account" means the trust account or
accounts designated as such and established pursuant to subsection
5.1(a)(i).
"Supplemental Credit Enhancement Agreement" has the
meaning specified in the Indenture.
"Supplemental Credit Enhancement Provider" has the
meaning specified in the Indenture.
"Supplemental Liquidity Agreement" has the meaning
specified in the Indenture.
"Supplemental Liquidity Provider" has the meaning
specified in the Indenture.
"Targeted Interest Deposit Amount" has, with respect to
any Series, Class or Tranche of Asset Pool One Notes, the meaning specified
in the applicable Indenture Supplement for such Series, Class or Tranche of
Asset Pool One Notes.
"Targeted Principal Deposit Amount" has, with respect to
any Series, Class or Tranche of Asset Pool One Notes, the meaning specified
in the applicable Indenture Supplement for such Series, Class or Tranche of
Asset Pool One Notes.
"Tranche" has the meaning specified in the Indenture.
"Transfer and Servicing Agreement" means the Transfer and
Servicing Agreement, dated as of [ ], 2002, among First USA, as Transferor,
Servicer and Administrator, the Issuer, and Xxxxx Fargo Bank Minnesota,
National Association, as Indenture Trustee and Collateral Agent, as
amended, supplemented or restated from time to time.
"Transfer Restriction Event" has the meaning specified in
the Transfer and Servicing Agreement.
"Transferor" has the meaning specified in the Transfer
and Servicing Agreement.
"Transferor Certificate" means, for Asset Pool One, if
any Transferor elects to evidence its interest in the Transferor Interest
in certificated form, the certificate executed by the Issuer and
authenticated by the Owner Trustee, substantially in the form set forth as
Exhibit A; provided, that as used herein and in any Indenture Supplement
"Transferor Certificate" shall mean either a certificate executed and
delivered by the Issuer and authenticated by the Owner Trustee
substantially in the form of Exhibit A or the uncertificated interest in
the Transferor Interest.
"Transferor Interest" means, with respect to Asset Pool
One, the interest in Asset Pool One not represented by the issued and
Outstanding Asset Pool One Notes.
"Trust" has the meaning specified in the first paragraph
of this Asset Pool One Supplement.
"Trust Agreement" means the Trust Agreement, dated as of
[ ], 2002, between First USA, as Transferor, and Wilmington Trust Company,
as Owner Trustee, as amended, supplemented or restated from time to time.
"Trust Indenture Act" has the meaning specified in the
Indenture.
"UCC" has the meaning specified in the Transfer and
Servicing Agreement.
"Yield Factor" has the meaning specified in the Transfer
and Servicing Agreement.
Section 1.2 Effect of Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and will not affect the construction hereof.
Section 1.3 Successors and Assigns. All covenants and
agreements in this Asset Pool One Supplement by the Issuer will bind its
successors and assigns, whether so expressed or not. All covenants and
agreements of the Collateral Agent in this Asset Pool One Supplement shall
bind the successors and agents of the Collateral Agent.
Section 1.4 Separability. In case any provision in this
Asset Pool One Supplement will be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions will not
in any way be affected or impaired thereby.
Section 1.5 Governing Law. THIS ASSET POOL ONE SUPPLEMENT
WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE
OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 1.6 Counterparts. This Asset Pool One Supplement
may be executed in any number of counterparts, each of which so executed
will be deemed to be an original, but all such counterparts will together
constitute but one and the same instrument.
[END OF ARTICLE I]
ARTICLE II
COLLATERAL
Section 2.1 Initial Collateral.
The Issuer hereby pledges to the Collateral Agent for the
benefit of the Asset Pool One Noteholders and the Collateral Agent, the
Initial Collateral Certificate issued pursuant to the Series 2002-CC
Supplement to the First USA Credit Card Master Trust Pooling and Servicing
Agreement. Such Initial Collateral Certificate shall be registered in the
name of the Collateral Agent and delivered to the Collateral Agent on the
date hereof in accordance with Section 4.14 and, unless written notice has
been delivered to the Servicer, the Owner Trustee and the Indenture
Trustee, shall be held by the Collateral Agent in the State of New York.
Section 2.2 Reinvestment in Collateral
(a) On each First Note Transfer Date, the Asset Pool One
Reinvestment Amount for the immediately preceding Monthly Period shall be
applied in the following order of priority:
(i) if the Collateral includes one or more Asset
Pool One Collateral Certificates, pursuant to the Transfer and
Servicing Agreement, the Servicer, on behalf of the Issuer, shall
specify the amount of the Asset Pool One Reinvestment Amount to be
reinvested in each Asset Pool One Collateral Certificate
previously designated as part of the Collateral for Asset Pool One
which amount shall be determined by the Servicer, on behalf of the
Issuer, in its own discretion, and no such reinvestment shall be
required; provided, however, that, subject to the restrictions
specified in subsection 2.3(c), the Issuer shall be required to
increase the Invested Amount of an existing Asset Pool One
Collateral Certificate if Collateral is required to be added
pursuant to subsection 2.4(a) and the applicable Transferor elects
to increase the Invested Amount of one or more existing Asset Pool
One Collateral Certificates as specified in such Section (so long
as the Transfer and Servicing Agreement and the applicable Series
Supplement each allows such reinvestment and the transferor or
seller for the related Master Trust agrees to such reinvestment);
and
(ii) the remainder of such amounts shall be paid
to the holders of the Asset Pool One Transferor Amount; provided,
however, that if the Asset Pool One Transferor Amount for the
prior Monthly Period did not equal or exceed the Asset Pool One
Required Transferor Amount for the prior Monthly Period or the
Asset Pool One Pool Balance for such prior Monthly Period did not
equal or exceed the Asset Pool One Minimum Pool Balance for such
prior Monthly Period (after application of the Asset Pool
One Reinvestment Amount, if any, pursuant to this Section), such
amount shall be deposited in the Excess Funding Account for Asset
Pool One.
(b) Each Asset Pool One Receivable shall be transferred
to the Issuer pursuant to the Transfer and Servicing Agreement and
designated for inclusion in Asset Pool One and pledged to secure the Asset
Pool One Notes on the day that such Asset Pool One Receivable arises
pursuant to this Asset Pool One Supplement.
Section 2.3 Increases in the Invested Amount of an
Existing Asset Pool One Collateral Certificate.
(a) In addition to the increases described in Section 2.2
above, the Invested Amount of any existing Asset Pool One Collateral
Certificate may be increased by the applicable Transferor on any Business
Day in connection with:
(i) the issuance of an additional Series, Class
or Tranche of Asset Pool One Notes; or
(ii) the increase of the Asset Pool One
Transferor Amount.
(b) In connection with any increase in the Invested
Amount of an existing Asset Pool One Collateral Certificate, such increase
shall either be funded from the proceeds of the issuance of an additional
Series, Class or Tranche of Asset Pool One Notes or be funded by the
applicable Transferor (which funding may be in cash or through an increase
in the Transferor Interest for Asset Pool One).
(c) Notwithstanding any other provision of this
Agreement, with respect to any Monthly Period, the Invested Amount of an
existing Asset Pool One Collateral Certificate shall not be increased if
(i) an Early Amortization Event shall have occurred with respect to any
Asset Pool One Notes as a result of a failure to add Collateral to Asset
Pool One or a failure to increase the Invested Amount of an existing Asset
Pool One Collateral Certificate at a time when the Asset Pool One Pool
Balance for the prior Monthly Period is less than the Asset Pool One
Minimum Pool Balance for such prior Monthly Period and (ii) increasing the
Invested Amount of or reinvesting in an existing Asset Pool One Collateral
Certificate would result in a reduction in the allocation percentage
applicable for principal collections for such existing Asset Pool One
Collateral Certificate.
Section 2.4 Addition of Collateral.
(a) Required Additions.
(i) If, (A) as determined on any Determination
Date, the Asset Pool One Transferor Amount for the prior Monthly
Period is less than the Asset Pool One Required Transferor Amount
for such prior Monthly Period, the Issuer shall (1) designate
Receivables in additional Accounts for inclusion in Asset Pool One
(each, an "Additional Asset Pool One Account"), (2) designate one
or more Additional Collateral Certificates for inclusion in Asset
Pool One (each, an "Additional Asset Pool One Collateral
Certificate") or (3) increase the Invested Amount of one or more
existing Asset Pool One Collateral Certificates pursuant to
Section 2.2 or Section 2.3 in a sufficient amount such that, after
giving effect to such addition or increase, the Asset Pool One
Transferor Amount for the prior Monthly Period would have been at
least equal to the Asset Pool One Required Transferor Amount for
such prior Monthly Period, or (B) as determined on any
Determination Date, the Asset Pool One Pool Balance for the prior
Monthly Period is less than the Asset Pool One Minimum Pool
Balance for such prior Monthly Period, the Issuer shall (1)
designate Receivables in Additional Asset Pool One Accounts for
inclusion in Asset Pool One, (2) designate one or more Additional
Asset Pool One Collateral Certificates for inclusion in Asset Pool
One or (3) increase the Invested Amount of one or more existing
Asset Pool One Collateral Certificates pursuant to Section 2.2 or
Section 2.3 in a sufficient amount such that, after giving effect
to such addition or increase, the Asset Pool One Pool Balance
would have been equal to or greater than the Asset Pool One
Minimum Pool Balance for such prior Monthly Period; provided,
however, that in the event of a Servicer Rating Event, the Asset
Pool One Transferor Amount and the Asset Pool One Pool Balance
will be determined on a daily basis in accordance with a method to
be determined by the Transferor, subject to satisfaction of the
Note Rating Agency Condition.
Any increase in the Invested Amount of one or more existing Asset
Pool One Collateral Certificates shall occur and/or designation of
Receivables in any Additional Asset Pool One Accounts and/or any
Additional Asset Pool One Collateral Certificates to be
transferred to the Trust and designated for inclusion in Asset
Pool One shall be transferred to the Trust and designated for
inclusion in Asset Pool One, as applicable, on or before the
thirtieth Business Day following such Determination Date (such
date, in connection with the addition of Additional Asset Pool One
Accounts or Additional Asset Pool One Collateral Certificates, the
"Addition Date" and in connection with the increase of an existing
Asset Pool One Collateral Certificate, the "Increase Date");
provided, however, that in the event of a Servicer Rating Event,
any such Addition Date or Increase Date shall be on or before the
tenth Business Day following such Determination Date. The failure
of any Transferor to increase the Asset Pool One Transferor Amount
or the Asset Pool One Pool Balance as provided in this clause (i)
solely as a result of the unavailability to such Transferor of a
sufficient amount of Additional Asset Pool One Accounts and/or
Additional Asset Pool One Collateral Certificates and/or the
inability to increase the Invested Amount of one or more existing
Asset Pool One Collateral Certificates shall not constitute a
breach of this Asset Pool One Supplement or the Transfer and
Servicing Agreement; provided that any such failure which has not
been timely cured may nevertheless result in the occurrence of an
Early Amortization Event.
(ii) Any Additional Asset Pool One Accounts or
Additional Asset Pool One Collateral Certificates designated to be
included in Asset Pool One pursuant to clause (i) above may only
be so included if the applicable conditions specified in
subsection (c) below have been satisfied.
(b) Permitted Additions.
(i) In addition to its obligation under
subsection 2.4(a), the Issuer may, but shall not be obligated to,
subject to the conditions in paragraph (c) below, (x) designate
from time to time Receivables in Additional Asset Pool One
Accounts to be included as Collateral, and/or Additional Asset
Pool One Collateral Certificates to be included as Collateral and
(y) increase the Invested Amount of existing Asset Pool One
Collateral Certificates. Such additional Collateral shall be
transferred to the Issuer and designated for inclusion in Asset
Pool One on the Addition Date or Increase Date, as applicable.
(ii) On any Business Day, consideration in the
form of cash will be applied or an increase in the Asset Pool One
Transferor Amount will be effected in connection with any increase
in the Collateral.
(c) Conditions to Additions. On each Addition Date with
respect to any Additional Asset Pool One Accounts and/or Additional Asset
Pool One Collateral Certificates, the applicable Receivables in Additional
Asset Pool One Accounts (and such Additional Asset Pool One Accounts shall
be deemed to be Accounts for purposes of this Asset Pool One Supplement) or
the applicable Additional Asset Pool One Collateral Certificates existing
as of the close of business on the applicable Addition Date shall be
designated as additional Collateral, subject to the satisfaction of the
following conditions (which shall not apply with respect to any increase in
the Invested Amount of any existing Asset Pool One Collateral Certificate
except as specified in clause (ii) below):
(i) all of the requirements for the addition of
Accounts set forth under subsection 2.12(c) of the Transfer and
Servicing Agreement shall have been satisfied and all of the
representations and warranties set forth under subsection 2.04(a)
of the Transfer and Servicing Agreement to be made on each
Addition Date shall be true and correct in all material respects
on such Addition Date;
(ii) on or before the third Business Day prior
to the Addition Date or Increase Date, as applicable, with respect
to additions or increases pursuant to subsection 2.4(a) and on or
before the fifth Business Day prior to the Addition Date with
respect to additions pursuant to subsection 2.4(b) (the "Notice
Date"), the Issuer shall have delivered to the Indenture Trustee,
the Collateral Agent, each Note Rating Agency and the Servicer
written notice (unless such notice requirement is otherwise
waived) that such additional Collateral will be designated for
inclusion in Asset Pool One, or an increased Invested Amount of an
existing Asset Pool One Collateral Certificate will be designated
for inclusion in the Collateral (the latter notice requirement
shall only apply to increases made pursuant to subsection 2.4(a);
provided, however, that notice shall be delivered to the
Collateral Agent in connection with any increase in the Invested
Amount of an existing Asset Pool One Collateral Certificate) which
notice shall specify, as applicable, (x) the approximate aggregate
amount of the Principal Receivables to be designated for inclusion
in Asset Pool One, (y) the Invested Amount of the Additional Asset
Pool One Collateral Certificates to be designated for inclusion in
Asset Pool One or (z) the amount by which the Invested Amount of
an existing Asset Pool One Collateral Certificate is to be
increased, as well as the applicable Addition Date or Increase
Date and, in connection with the Additional Asset Pool One
Accounts, the Addition Cut Off Date;
(iii) as of the applicable Addition Cut Off
Date, each Additional Asset Pool One Account is an Eligible
Account;
(iv) as of the applicable Addition Date, each
Additional Asset Pool One Collateral Certificate is an Eligible
Collateral Certificate;
(v) on or before the Addition Date with respect
to Additional Asset Pool One Accounts and the Receivables arising
thereunder, the Issuer shall have delivered to the Collateral
Agent and the Servicer a written assignment (including an
acceptance by the Collateral Agent for the benefit of the Asset
Pool One Noteholders and the other Secured Parties) in
substantially the form of Exhibit B (the "Account Assignment") and
the Issuer shall have delivered to the Collateral Agent a computer
file containing a true and complete list of all Additional Asset
Pool One Accounts, identified by account number and the aggregate
amount of the Receivables in each Additional Asset Pool One
Account as of the Addition Cut Off Date, which computer file shall
be as of the date of such Account Assignment incorporated into and
made a part of such Account Assignment and this Asset Pool One
Supplement;
(vi) on or before the Addition Date with respect
to Additional Asset Pool One Collateral Certificates, the Issuer
shall have delivered to the Collateral Agent and the Servicer a
written assignment in substantially the form of Exhibit C (the
"Certificate Assignment") and each Collateral Certificate shall be
registered in the name of and shall be delivered to the Collateral
Agent in accordance with Section 4.14;
(vii) as of each of the Addition Cut Off Date
and the Addition Date, no Insolvency Event with respect to the
Account Owner, as applicable, the applicable Transferor or the
Issuer shall have occurred nor shall the transfer to Asset Pool
One of the Receivables arising in the Additional Asset Pool One
Accounts or of the Additional Asset Pool One Collateral
Certificate, as applicable, have been made in contemplation of the
occurrence thereof;
(viii) the designation for inclusion in Asset
Pool One of the Receivables arising in the Additional Asset Pool
One Accounts or of the Additional Asset Pool One Collateral
Certificates shall not, in the reasonable belief of the Issuer,
result in an Adverse Effect;
(ix) if, with respect to any three-month period
or with respect to any twelve-month period, the aggregate number
of Additional Asset Pool One Accounts designated to have their
Receivables added to the Trust shall exceed the applicable
Aggregate Addition Limit, the Issuer shall have received notice
from each Note Rating Agency that the inclusion pursuant to
subsection 2.4(b) of such Additional Asset Pool One Accounts in
Asset Pool One in excess of the applicable Aggregate Addition
Limit will not result in the reduction or withdrawal of its then
existing rating of any Series, Class or Tranche of Asset Pool One
Notes then issued and Outstanding and shall have delivered such
notice to the Collateral Agent;
(x) if so notified by any Note Rating Agency on
or before the second Business Day prior to the Addition Date with
respect to additions of Additional Asset Pool One Collateral
Certificates pursuant to subsection 2.4(a) or on or before the
fourth Business Day prior to the Addition Date with respect to
additions of Additional Asset Pool One Collateral Certificates
pursuant to subsection 2.4(b) that such Note Rating Agency has
elected to impose a Note Rating Agency Condition with respect to
the addition of an Additional Asset Pool One Collateral
Certificate, the Issuer shall have received notice from such Note
Rating Agency on or prior to the applicable Addition Date that the
Note Rating Agency Condition shall have been satisfied with
respect to such Note Rating Agency and the Issuer shall have
delivered such notice to the Collateral Agent; and
(xi) the Issuer shall have delivered to the
Collateral Agent an Officer's Certificate, dated the Addition
Date, confirming, to the extent applicable, the items set forth in
clauses (iii) through (x) above.
Section 2.5 Removal of Accounts.
(a) Subject to the conditions set forth below, the Issuer
may, but shall not be obligated to, designate Asset Pool One Receivables
from Asset Pool One Accounts for removal ("Removed Asset Pool One
Accounts") from the Collateral. On or before the fifth Business Day (the
"Removal Notice Date") prior to the date on which the Asset Pool One
Receivables from the designated Removed Asset Pool One Accounts will be
reassigned by the Collateral Agent to the Issuer (the "Removal Date"), the
Issuer shall give the Indenture Trustee, the Owner Trustee, the Collateral
Agent, the Servicer and each Note Rating Agency written notice that the
Asset Pool One Receivables from such Removed Asset Pool One Accounts are to
be reassigned to the Issuer.
(b) The Issuer shall be permitted to designate and
require reassignment to it of the Asset Pool One Receivables from Removed
Asset Pool One Accounts only upon satisfaction of the following conditions:
(i) the removal of any Asset Pool One
Receivables of any Removed Asset Pool One Accounts on any Removal
Date shall not, in the reasonable belief of the Issuer cause an
Adverse Effect or the Asset Pool One Transferor Amount to be less
than the Asset Pool One Required Transferor Amount or the Asset
Pool One Pool Balance to be less than the Asset Pool One Minimum
Pool Balance for the Monthly Period in which such removal occurs;
(ii) on or prior to the Removal Date, the Issuer
shall have delivered to the Collateral Agent for execution a
written assignment in substantially the form of Exhibit D (the
"Reassignment") and, within 5 Business Days thereafter, or as
otherwise agreed upon between the Issuer and the Collateral Agent,
the Issuer shall have delivered to the Collateral Agent a computer
file containing a true and complete list of all Removed Asset Pool
One Accounts identified by account number and the aggregate amount
of the Asset Pool One Receivables in each Removed Asset Pool One
Account as of the Removal Date, which computer file shall as of
the Removal Date modify and amend and be made a part of this Asset
Pool One Supplement;
(iii) the Servicer shall represent and warrant
that (x) a random selection procedure was used by the Servicer in
selecting the Removed Asset Pool One Accounts and only one such
removal of randomly selected Asset Pool One Accounts shall occur
in the then current Monthly Period, (y) the Removed Asset Pool One
Accounts arose pursuant to an affinity, private-label, agent-bank,
co-branding or other arrangement with a third party that has been
cancelled by such third party or has expired without renewal and
which by its terms permits the third party to repurchase the
Removed Asset Pool One Accounts subject to such arrangement, upon
such cancellation or non-renewal and the third party has exercised
such repurchase right or (z) the Removed Asset Pool One Accounts
were selected using another method that will not preclude
transfers from being accounted for as sales under generally
accepted accounting principles or prevent the Issuer from
continuing to qualify as a qualifying special purpose entity in
accordance with SFAS 140 (or any relevant replacement statement);
(iv) on or before the tenth Business Day prior
to the Removal Date, each Note Rating Agency shall have received
notice from the Servicer of such proposed removal of the Asset
Pool One Receivables of such Asset Pool One Accounts and, if such
removal is pursuant to subclause (iii)(y) or (z) above, the Note
Rating Agency Condition shall have been satisfied; and
(v) the Issuer shall have delivered to the
Collateral Agent an Officer's Certificate confirming the items set
forth in clauses (i) through (iv) above. The Indenture Trustee and
the Collateral Agent may conclusively rely on such Officer's
Certificate, shall have no duty to make inquiries with regard to
the matters set forth therein and shall incur no liability in so
relying.
Upon satisfaction of the above conditions, the Collateral
Agent, on behalf of the Indenture Trustee, shall execute and deliver the
Reassignment to the Issuer, and the Asset Pool One Receivables from the
Removed Asset Pool One Accounts shall no longer constitute a part of the
Collateral. Thereafter, such Accounts shall be removed from the Trust
pursuant to Section 2.13 of the Transfer and Servicing Agreement.
Section 2.6 Account Allocations. In the event that the
Issuer is unable for any reason to designate Asset Pool One Receivables for
inclusion in Asset Pool One in accordance with the provisions of this Asset
Pool One Supplement (including, without limitation, by reason of a Transfer
Restriction Event), then, in any such event, (a) the Issuer and the
Servicer agree (except as prohibited by any such order) to allocate and pay
to Asset Pool One, after the date of such inability, all Collections,
including Collections of Principal Receivables and Finance Charge
Receivables designated for inclusion in Asset Pool One prior to the
occurrence of such event, and all amounts which would have constituted
Collections with respect to Principal Receivables and Finance Charge
Receivables but for the Issuer's inability to designate such Asset Pool One
Receivables (up to the lesser of the amount of such insufficiency or an
aggregate amount equal to the amount of Principal Receivables and Finance
Charge Receivables in Asset Pool One on such date transferred to Asset Pool
One by the Issuer), (b) the Issuer and the Servicer agree that such amounts
will be applied as Collections in accordance with the terms hereof and the
terms of each Indenture Supplement and (c) for only so long as the
allocation and application of all Collections and all amounts that would
have constituted Collections are made in accordance with clauses (a) and
(b) above, Principal Receivables and Finance Charge Receivables (and all
amounts which would have constituted Principal Receivables and Finance
Charge Receivables but for the Issuer's inability to designate Asset Pool
One Receivables for inclusion in Asset Pool One) which are charged off as
uncollectible in accordance with this Asset Pool One Supplement shall
continue to be allocated in accordance with the terms hereof and each
Indenture Supplement and all amounts that would have constituted Principal
Receivables but for the Issuer's inability to designate Asset Pool One
Receivables for inclusion in Asset Pool One shall be deemed to be Principal
Receivables for the purpose of calculating the applicable Noteholder
Percentage with respect to Principal Receivables with respect to any
Series, Class or Tranche secured by the Asset Pool One Receivables. For the
purpose of the immediately preceding sentence, the Issuer and the Servicer
shall treat the first received Collections with respect to the Asset Pool
One Accounts as allocable to Asset Pool One until Asset Pool One shall have
been allocated and paid Collections in an amount equal to the aggregate
amount of Principal Receivables in Asset Pool One as of the date of the
occurrence of such event. If the Issuer and the Servicer are unable
pursuant to any Requirements of Law to allocate Collections as described
above, the Issuer and the Servicer agree that, after the occurrence of such
event, payments on each Asset Pool One Account with respect to the
principal balance of such Asset Pool One Account shall be allocated first
to the oldest principal balance of such Asset Pool One Account and shall
have such payments applied as Collections in accordance with the terms
hereof and each Indenture Supplement. The parties hereto agree that Asset
Pool One Finance Charge Receivables, whenever created, accrued in respect
of Principal Receivables which have been conveyed to Asset Pool One, or
that would have been conveyed to Asset Pool One but for the above described
inability to designate such Asset Pool One Receivables, shall continue to
be a part of Asset Pool One notwithstanding any cessation of the transfer
of additional Principal Receivables to Asset Pool One and Collections with
respect thereto shall continue to be allocated and paid in accordance with
the terms hereof and each Indenture Supplement.
Section 2.7 Discount Receivables.
(a) In the event the Transferor, pursuant to the Transfer
and Servicing Agreement, opts to designate at any time and from time to
time the Yield Factor of all or any specified portion of Gross Principal
Receivables outstanding in Asset Pool One on any date of determination and
subsequently created to be treated as Discount Receivables and included in
Finance Charge Receivables, such designation shall be applicable under this
Asset Pool One Supplement and each Indenture Supplement. Subject to the
conditions specified in the Transfer and Servicing Agreement, the Yield
Factor may, without notice to or the consent of any Noteholder in Asset
Pool One, from time to time, be increased, reduced or eliminated on or
after such Discount Option Date; provided, however, that on each Discount
Option Date after a change in Yield Factor, the Transferor shall apply the
new Yield Factor to all or the portion of the Gross Principal Receivables
outstanding in Asset Pool One which are to be treated as Discount
Receivables.
(b) After the Discount Option Date, Discount Receivables
Collections with respect to Asset Pool One Receivables shall be treated as
Asset Pool One Finance Charge Collections.
Section 2.8 Recording, Etc.
(a) The Issuer intends the Security Interest granted
pursuant to this Asset Pool One Supplement in favor of the Collateral Agent
to be prior to all other liens in respect of the Collateral. Subject to
Section 2.9, the Issuer will take all actions necessary to obtain and
maintain a perfected lien on and security interest in the Collateral in
favor of the Collateral Agent. The Issuer will from time to time execute,
authorize and deliver all such supplements and amendments hereto and all
such financing statements, continuation statements, instruments of further
assurance and other instruments, all as prepared by the Issuer, and will
take such other action necessary or advisable to:
(i) grant a Security Interest more effectively
in all or any portion of the Collateral;
(ii) maintain or preserve the Security Interest
(and the priority thereof) created by this Asset Pool One
Supplement or carry out more effectively the purposes hereof;
(iii) perfect, publish notice of or protect the
validity of any grant made or to be made by this Asset Pool One
Supplement;
(iv) enforce each Asset Pool One Collateral
Certificate, the Asset Pool One Receivables, any Derivative
Agreements, any Supplemental Credit Enhancement Agreements and any
Supplemental Liquidity Agreements and each other instrument or
agreement designated for inclusion in the Collateral;
(v) preserve and defend title to the Collateral
and the rights of the Collateral Agent in the Collateral against
the claims of all persons and parties; or
(vi) pay all taxes or assessments levied or
assessed upon the Collateral when due.
(b) The Issuer will from time to time promptly pay and
discharge all financing and continuation statement recording and/or filing
fees, charges and taxes relating to this Indenture, any amendments thereto
and any other instruments of further assurance. The Issuer hereby
designates the Servicer its agent and attorney-in-fact to authorize upon
the Issuer's failure to do so, any financing statement, continuation
statement or other instrument required by the Collateral Agent pursuant to
this Section.
(c) Without limiting the generality of clause (a)(ii) or
(a)(iii):
(i) The Issuer will cause this Asset Pool One
Supplement, all amendments and supplements hereto and/or all
financing statements and continuation statements and any other
necessary documents covering the Collateral Agent's right, title
and interest in and to the Collateral to be promptly recorded,
registered and filed, and at all times to be kept, recorded,
registered and filed, all in such manner and in such places as may
be required by law fully to preserve and protect the right, title
and interest of the Collateral Agent in and to all property
comprising the Collateral. The Issuer will deliver to the
Collateral Agent file-stamped copies of, or filing receipts for,
any document recorded, registered or filed as provided above, as
soon as available following such recording, registration or
filing.
(ii) Within 30 days after the Issuer makes any
change in its name, identity or corporate structure which would
make any financing statement or continuation statement filed in
accordance with paragraph (d) seriously misleading within the
meaning of Section 9-506 (or any comparable provision) of the UCC,
the Issuer will give the Collateral Agent notice of any such
change and will file such financing statements or amendments as
may be necessary to continue the perfection of the Collateral
Agent's interest in the Collateral.
(d) The Issuer will give the Collateral Agent prompt
notice of any relocation of its state of location, and any change in the
jurisdiction of its organization, and whether, as a result of such
relocation or change, the applicable provision of the UCC would require the
filing of any amendment of any previously filed financing or continuation
statement or of any new financing statement and will file such financing
statements or amendments as may be necessary to perfect or to continue the
perfection of the Collateral Agent's security interest in the Collateral.
The Issuer will at all times maintain its chief executive office within the
United States.
(e) The duty of the Collateral Agent to execute or
authorize any instrument required pursuant to this Section will arise only
if the Collateral Agent has actual knowledge of the type described in
Section 6.01(c) of the Indenture of any default of the Issuer in complying
with the provisions of this Section.
Section 2.9 Trust Indenture Act Requirements. The release
of any Collateral from the lien created by this Asset Pool One Supplement
or the release, in whole or in part, of the liens on all Collateral, will
not be deemed to impair the Security Interest in contravention of the
provisions hereof if and to the extent the Collateral or liens are released
pursuant to the terms hereof. The Collateral Agent and the Indenture
Trustee, each in its individual capacity, and each of the Asset Pool One
Noteholders are hereby deemed to acknowledge that a release of Collateral
securing an Asset Pool or liens strictly in accordance with the terms
hereof will not be deemed for any purpose to be an impairment of the
remaining Security Interests in contravention of the terms of this Asset
Pool One Supplement. To the extent applicable, without limitation, the
Issuer will cause Section 314(d) of the Trust Indenture Act relating to the
release of property or securities from the liens hereof to be complied
with. Any certificate or opinion required by Section 314(d) of the Trust
Indenture Act may be made by an officer of the Issuer, except in cases in
which Section 314(d) of the Trust Indenture Act requires that such
certificate or opinion be made by an independent person.
Section 2.10 Suits To Protect the Collateral. Subject to
the provisions of this Asset Pool One Supplement, the Collateral Agent will
have power to institute and to maintain such suits and proceedings as it
may deem expedient to prevent any impairment of the Collateral by any acts
which may be unlawful or in violation of this Asset Pool One Supplement,
and such suits and proceedings as the Collateral Agent may deem expedient
to preserve or protect the interests of the Asset Pool One Noteholders and
the interests of the Indenture Trustee and the Collateral Agent, each in
its individual capacity, in the Collateral (including power to institute
and maintain suits or proceedings to restrain the enforcement of or
compliance with any legislative or other governmental enactment, rule or
order that may be unconstitutional or otherwise invalid if the enforcement
of, or compliance with, such enactment, rule or order would impair the
Security Interest or be prejudicial to the interests of the Asset Pool One
Noteholders or the Collateral Agent). No counterparties to a Derivative
Agreement, Supplemental Credit Enhancement Agreement or Supplemental
Liquidity Agreement may direct the Collateral Agent to enforce the Security
Interest. Each Derivative Counterparty's, Supplemental Credit Enhancement
Provider's and Supplemental Liquidity Provider's rights consist solely of
the right to receive Collections allocated for such party's benefit
pursuant to the related Indenture Supplement.
Section 2.11 Purchaser Protected. In no event will any
purchaser in good faith of any property purported to be released hereunder
be bound to ascertain the authority of the Collateral Agent to execute the
release or to inquire as to the satisfaction of any conditions required by
the provisions hereof for the exercise of such authority or to see to the
application of any consideration given by such purchaser or other
transferee; nor will any purchaser or other transferee of any property or
rights permitted by this Article to be sold be under any obligation to
ascertain or inquire into the authority of the Issuer or any other obligor,
as applicable, to make any such sale or other transfer.
Section 2.12 Powers Exercisable by Receiver or Collateral
Agent. In case the Collateral shall be in the possession of a receiver or
trustee, lawfully appointed, the powers conferred in this Article II upon
the Issuer or any other obligor, as applicable, with respect to the
release, sale or other disposition of such property may be exercised by
such receiver or trustee, and an instrument signed by such receiver or
trustee shall be deemed the equivalent of any similar instrument of the
Issuer or any other obligor, as applicable, or of any officer or officers
thereof required by the provisions of this Article II.
Section 2.13 Determinations Relating to Collateral. In
the event (i) the Collateral Agent or the Indenture Trustee shall receive
any written request from the Issuer or any other obligor for consent or
approval with respect to any matter or thing relating to any Collateral or
the Issuer's or any other obligor's obligations with respect thereto or
(ii) there shall be due to or from the Collateral Agent or the Indenture
Trustee under the provisions hereof any performance or the delivery of any
instrument or (iii) the Collateral Agent or the Indenture Trustee shall
become aware of any nonperformance by the Issuer or any other obligor of
any covenant or any breach of any representation or warranty of the Issuer
or any other obligor set forth in this Asset Pool One Supplement, then, in
each such event, the Collateral Agent or the Indenture Trustee, as
applicable, shall be entitled to hire experts, consultants, agents and
attorneys to advise the Collateral Agent or the Indenture Trustee, as
applicable, on the manner in which the Collateral Agent or the Indenture
Trustee, as applicable, should respond to such request or render any
requested performance or response to such nonperformance or breach (the
expenses of which will be reimbursed to the Collateral Agent or the
Indenture Trustee, as applicable pursuant to Section 4.6). Each of the
Collateral Agent and the Indenture Trustee will be fully protected in the
taking of any action recommended or approved by any such expert,
consultant, agent or attorney or agreed to by Holders of more than 662/3%
of the Outstanding Dollar Principal Amount of the Outstanding Asset Pool
One Notes.
Section 2.14 Release of all Collateral.
(a) Subject to the payment of its fees and expenses
pursuant to Section 4.6, the Collateral Agent shall, at the request of the
Issuer or when otherwise required by the provisions of this Asset Pool One
Supplement, execute instruments to release property from the lien of this
Asset Pool One Supplement, or convey the Collateral Agent's interest (which
is held by the Collateral Agent for the benefit of the Noteholders) in the
same, in a manner and under circumstances which are not inconsistent with
the provisions of this Asset Pool One Supplement. No party relying upon an
instrument executed by the Collateral Agent as provided in this Article II
will be bound to ascertain the Collateral Agent's authority, inquire into
the satisfaction of any conditions precedent or see to the application of
any funds.
(b) Upon delivery of an Officer's Certificate certifying
that the Issuer's obligations under the Indenture and this Asset Pool One
Supplement have been satisfied and discharged by complying with the
provisions of this Article II, the Collateral Agent shall (i) execute and
deliver such releases, termination statements and other instruments (in
recordable form, where appropriate) as the Issuer or any other obligor, as
applicable, may reasonably request evidencing the termination of the
Security Interest created by this Asset Pool One Supplement and (ii) not be
deemed to hold the Security Interest for the benefit of itself, the
Indenture Trustee, the Asset Pool One Noteholders, any applicable
Derivative Counterparty, any applicable Supplemental Credit Enhancement
Provider or any applicable Supplemental Liquidity Provider.
(c) The Transferor and the Asset Pool One Noteholders
shall be entitled to receive at least 10 days written notice when the
Collateral Agent proposes to take any action pursuant to clause (a),
accompanied by copies of any instruments involved, and the Collateral Agent
shall also be entitled to require, as a condition to such action, an
Opinion of Counsel, stating the legal effect of any such action, outlining
the steps required to complete the same, and concluding that all conditions
precedent to the taking of such action have been complied with. Counsel
rendering any such opinion may rely, without independent investigation, on
the accuracy and validity of any certificate or other instrument delivered
to the Collateral Agent in connection with any such action.
Section 2.15 Certain Actions by Collateral Agent. Any
action taken by the Collateral Agent pursuant to this Article in respect of
the release of any or all of the Collateral will be taken by the Collateral
Agent as its interest in such Collateral may appear, and no provision of
this Article II is intended to, or will, excuse compliance with any
provision hereof.
Section 2.16 Opinions as to Collateral.
(a) On the Effective Date, the Issuer shall furnish to
the Collateral Agent an Opinion of Counsel either stating that, in the
opinion of such counsel, such action has been taken with respect to the
recording and filing of this Asset Pool One Supplement, any indentures
supplemental hereto, and any other requisite documents, and with respect to
the execution and filing of any financing statements and continuation
statements, as are necessary to perfect and maintain the perfection of the
Security Interest granted by this Asset Pool One Supplement in favor of the
Collateral Agent and reciting the details of such action, or stating that,
in the opinion of such counsel, no such action is necessary to make such
lien and security interest perfected.
(b) On or before April 30 in each calendar year,
beginning in 2003, the Issuer shall furnish to the Collateral Agent an
Opinion of Counsel with respect to each UCC financing statement which has
been filed by the Issuer either stating that, (i) in the opinion of such
counsel, such action has been taken with respect to the recording, filing,
re-recording and refiling of this Asset Pool One Supplement, any
amendments, supplements or modifications hereto and any other requisite
documents and with respect to the execution and filing of any financing
statements and continuation statements as is necessary to maintain the
first priority lien and Security Interest created by this Asset Pool One
Supplement and reciting the details of such action or (ii) in the opinion
of such counsel no such action is necessary to maintain such lien and
Security Interest. Such Opinion of Counsel will also describe the
recording, filing, re-recording and refiling of this Asset Pool One
Supplement, any amendments, supplements or modifications hereto and any
other requisite documents and the execution and filing of any financing
statements and continuation statements that will, in the opinion of such
counsel, be required to maintain the lien and Security Interest of this
Asset Pool One Supplement until April 30 in the following calendar year.
Section 2.17 Delegation of Duties. Until this appointment
is rescinded by the Issuer, the Issuer hereby appoints First USA to assist
it in its performance of its duties under this Asset Pool One Supplement.
In addition, the Issuer may contract with or appoint other Persons
(including First USA and its Affiliates) to assist it in performing its
duties under this Asset Pool One Supplement. Any performance of duties by a
Person who is identified to the Collateral Agent and the Indenture Trustee
in an Officer's Certificate will be deemed to be action taken by the
Issuer.
[END OF ARTICLE II]
ARTICLE III
COLLECTIONS, ALLOCATIONS, DEPOSITS AND PAYMENTS
Section 3.1 Collections and Allocations.
The Servicer pursuant to the terms of the Transfer and
Servicing Agreement (or, if the authority of the Servicer has been revoked
pursuant to Section 10.01 of the Transfer and Servicing Agreement, the
Indenture Trustee, or, if a Successor Servicer has been appointed, the
Successor Servicer) shall instruct the Collateral Agent to apply all funds
on deposit in the Collection Account as described in this Article III (or,
with respect to amounts deposited therein pursuant to Section 2.2, in
accordance with the provisions of Section 2.2) and in any Indenture
Supplement for any Series. Except as otherwise provided below, the Servicer
pursuant to the terms of Transfer and Servicing Agreement shall deposit
Collections with respect to the Asset Pool One Receivables into the
Collection Account for Asset Pool One as promptly as possible after the
Date of Processing of such Collections, but in no event later than the
second Business Day following the Date of Processing and shall deposit
Collections received with respect to the Asset Pool One Collateral
Certificates with respect to any Monthly Period into the Collection Account
for Asset Pool One no later than the First Note Transfer Date in the next
succeeding Monthly Period.
Subject to the express terms of any Indenture Supplement,
but notwithstanding anything else in this Asset Pool One Supplement, the
Indenture or the Transfer and Servicing Agreement to the contrary, for as
long as First USA remains the Servicer under the Transfer and Servicing
Agreement and (i) no Servicer Rating Event shall have occurred and be
continuing or (ii) First USA obtains a guarantee or letter of credit
covering risk of collection with respect to its deposit and payment
obligations under the Transfer and Servicing Agreement (in form and
substance satisfactory to each Note Rating Agency) from a guarantor having
a short-term credit rating of at least"A-1" from Standard & Poor's or "P-1"
from Moody's or "F1" from Fitch (or such other rating below "A-1" or "P-1,"
or to the extent rated by Fitch, "F1," as the case may be, which is
acceptable to such Note Rating Agency), or (iii) the Note Rating Agency
Condition will have been satisfied despite the Servicer's inability to
satisfy the rating requirement specified in clause (i) or (ii) above, or
(iv) for 5 Business Days following any reduction of any such rating or
failure to satisfy the conditions specified in clause (i) or (ii) above,
the Servicer need not make the daily deposits of Collections into the
Collection Account as provided in the preceding paragraph, but may make
deposits in an amount equal to the net amount of such deposits and payments
which would have been made with respect to Asset Pool One Notes to receive
payments on the related Payment Date had the conditions of this sentence
not applied, in the Collection Account in immediately available funds not
later than 1:00 p.m., New York City time, on each applicable Note Transfer
Date following the Monthly Period with respect to which such deposit
relates. To the extent that, in accordance with this Section 3.1, the
Servicer has retained amounts which would otherwise be required to be
deposited into the Collection Account or any Supplemental Bank Account with
respect to any Monthly Period, the Servicer shall be required to deposit
such amounts in the Collection Account or such Supplemental Bank Account on
the applicable Note Transfer Date to the extent necessary to make required
distributions on the related Payment Date. Notwithstanding anything in this
Asset Pool One Supplement to the contrary, unless otherwise specified in
the Indenture or any Indenture Supplement, the Servicer need not deposit
any amount allocated to be paid to any Transferor pursuant to the
Indenture, this Asset Pool One Supplement or any applicable Indenture
Supplement into the Collection Account or any Supplemental Bank Account,
but shall pay such amounts as collected to the applicable Transferor.
Section 3.2 Allocations of Finance Charge Collections and
Default Amounts.
(a) With respect to each Monthly Period, the Collateral
Agent, at the direction of the Servicer, shall allocate to each Series of
Asset Pool One Notes an amount equal to the product of (i) the Noteholder
Percentage for Asset Pool One Finance Charge Collections for such Monthly
Period for such Series and (ii) the sum of the Asset Pool One Finance
Charge Collections for such Monthly Period and the investment earnings for
such Monthly Period on amounts on deposit in the Collection Account and the
Excess Funding Account established for the benefit of all Asset Pool One
Notes.
(b) With respect to each Monthly Period, the Collateral
Agent, at the direction of the Servicer, shall allocate to each Series of
Asset Pool One Notes an amount equal to the product of (i) the Noteholder
Percentage for the Asset Pool One Default Amount for such Monthly Period
for such Series and (ii) the Asset Pool One Default Amount for such Monthly
Period.
Section 3.3 Allocations of Principal Collections. With
respect to each Monthly Period, the Collateral Agent, at the direction of
the Servicer, shall allocate to each Series of Asset Pool One Notes an
amount equal to the product of (i) the Noteholder Percentage for Asset Pool
One Principal Collections for such Monthly Period for such Series and (ii)
the Asset Pool One Principal Collections for such Monthly Period. In
addition, with respect to each Monthly Period, if there is a Remaining
Series Available Principal Collections Shortfall for any Series of Asset
Pool One Notes, the Collateral Agent shall allocate to each such Series of
Asset Pool One Notes a portion of Asset Pool One Collateral Certificate
Principal Shortfall Payments for such Monthly Period in an amount equal to
the Remaining Series Available Principal Collections Shortfall for such
Series in accordance with the applicable Indenture Supplement; provided,
however, that if the aggregate amount of Asset Pool One Collateral
Certificate Principal Shortfall Payments is less than the aggregate
Remaining Series Available Principal Collections Shortfall for all Series,
then Asset Pool One Collateral Certificate Principal Shortfall Payments
allocable to each Series shall equal the product of (i) the Asset Pool One
Collateral Certificate Principal Shortfall Payments for such Monthly Period
and (ii) a fraction, the numerator of which is the Remaining Series
Available Principal Collections Shortfall for such Series and the
denominator of which is the aggregate Remaining Series Available Principal
Collections Shortfall for all Series of Asset Pool One Notes for such
Monthly Period.
Section 3.4 Allocations of the Asset Pool One Servicing
Fee.
(a) As compensation for its servicing activities
hereunder and as reimbursement for any expense incurred by it in connection
therewith, the Servicer shall be entitled to receive a servicing fee (the
"Asset Pool One Servicing Fee"). For each Monthly Period, the Asset Pool
One Servicing Fee shall equal the sum of (i) the servicing fee amount for
each Asset Pool One Collateral Certificate, as specified in the related
Series Supplement, and (ii) the Asset Pool One Receivables Servicing Fee.
(b) With respect to each Monthly Period, the Collateral
Agent, at the direction of the Servicer, shall allocate to each Series of
Asset Pool One Notes an amount equal to the product of (i) the Asset Pool
One Servicing Fee for such Monthly Period and (ii) the Noteholder
Percentage for the Asset Pool One Servicing Fee for such Monthly Period for
such Series of Asset Pool One Notes.
Section 3.5 Allocations of Amounts to the Excess Funding
Account and Allocations of Amounts on Deposit in the Excess Funding
Account. With respect to each Monthly Period, if (i) the Asset Pool One
Transferor Amount is, or as a result of a payment on the related First Note
Transfer Date would become, less than the Asset Pool One Required
Transferor Amount or (ii) the Asset Pool One Pool Balance is, or as a
result of a payment on the related First Note Transfer Date would become,
less than the Asset Pool One Minimum Pool Balance, the Collateral Agent
shall allocate or deposit pursuant to subsection 3.8(d) of this Asset Pool
Supplement to the Excess Funding Account an amount equal to the greater of
the amount by which the Asset Pool One Transferor Amount would be less than
the Asset Pool One Required Transferor Amount and the amount by which the
Asset Pool One Pool Balance would be less than the Asset Pool One Minimum
Pool Balance, each determined with respect to the related Monthly Period.
Amounts on deposit in the Excess Funding Account shall be
treated as Shared Excess Available Principal Collections and, to the extent
required, allocated to each Series of Asset Pool One Notes in accordance
with the applicable Indenture Supplement. Any remaining amounts on deposit
in the Excess Funding Account in excess of the amount required to be
treated as Shared Excess Available Principal Collections for a Monthly
Period shall be released to the holders of the Transferor Interest in Asset
Pool One in accordance with the related Indenture Supplement to the extent
that after such release (i) the Asset Pool One Transferor Amount is equal
to or greater than the Asset Pool One Required Transferor Amount and (ii)
the Asset Pool One Pool Balance is equal to or greater than the Asset Pool
One Minimum Pool Balance.
Section 3.6 Final Payment. Each Series, Class or Tranche
of Asset Pool One Notes, as applicable, will be considered to be paid in
full in the manner set forth in the applicable Indenture Supplement. The
Holders of such Series, Class or Tranche of Asset Pool One Notes, as
applicable, will have no further right or claim, and the Issuer will have
no further obligation or liability with respect to such Series, Class or
Tranche of Notes, as applicable, on the earliest to occur of:
(a) the date of the payment in full of the Outstanding
Dollar Principal Amount of and all accrued interest on that Series, Class
or Tranche of Asset Pool One Notes, as applicable;
(b) the date on which the Outstanding Dollar Principal
Amount of such Asset Pool One Notes, after giving effect to all deposits,
allocations, reallocations, sales of Collateral and payments to be made on
such date, is reduced to zero, and all accrued interest on such Asset Pool
One Notes is paid in full; or
(c) on the Legal Maturity Date of such Asset Pool One
Notes, after giving effect to all deposits, allocations, reallocations,
sales of Collateral and payments to be made on such date.
Section 3.7 Payments within a Series, Class or Tranche.
All payments of principal, interest or other amounts to Holders of the
Asset Pool One Notes of a Series, Class or Tranche will be made in
accordance with the related Indenture Supplement.
Section 3.8 Allocations of Finance Charge Collections,
Default Amounts, Servicing Fees and Principal Collections Allocable to the
Transferor Interest.
(a) Unless otherwise stated in any Indenture Supplement,
the Servicer shall allocate to the holders of the Transferor Interest in
Asset Pool One an amount equal to the product of (i) the Asset Pool One
Transferor Percentage for Asset Pool One Finance Charge Collections with
respect to such Monthly Period and (ii) the Asset Pool One Finance Charge
Collections and earnings on amounts on deposit in the Collection Account
and the Excess Funding Account with respect to such Monthly Period. If so
specified in any Indenture Supplement, such amounts may be applied to cover
certain shortfalls in the amount of investment earnings on investments of
funds in certain Supplemental Bank Accounts.
(b) The Servicer shall allocate to the holders of the
Transferor Interest in Asset Pool One an amount equal to the product of (i)
the Asset Pool One Transferor Percentage for the Asset Pool One Default
Amount with respect to such Monthly Period and (ii) the Asset Pool One
Default Amount with respect to such Monthly Period.
(c) The Servicer shall allocate to the holders of the
Transferor Interest in Asset Pool One an amount equal to the product of (i)
Asset Pool One Transferor Percentage with respect to such Monthly Period
and (ii) the Asset Pool One Servicing Fee with respect to such Monthly
Period.
(d) Unless otherwise stated in any Indenture Supplement,
the Servicer shall allocate to the holders of the Transferor Interest in
Asset Pool One an amount equal to the product of (i) the Asset Pool One
Transferor Percentage for Asset Pool One Principal Collections with respect
to such Monthly Period and (ii) the Asset Pool One Principal Collections
with respect to such Monthly Period; provided, however, that amounts
payable to the holders of the Transferor Interest pursuant to this
subsection 3.8(d) shall instead be deposited in the Excess Funding Account
to the extent that (i) the Asset Pool One Transferor Amount is, or as a
result of such payment would become less than the Asset Pool One Required
Transferor Amount or (ii) the Asset Pool One Pool Balance is, or as a
result of such payment would become, less than the Asset Pool One Minimum
Pool Balance.
Section 3.9 Transfer of Defaulted Accounts. Unless
otherwise provided in any Indenture Supplement, in consideration of
receiving Recoveries as provided in subsection 3.11(a) hereof, on the date
on which an Asset Pool One Account becomes a Defaulted Account, the
Collateral Agent shall automatically and without further action or
consideration be deemed to transfer, set over, and otherwise convey to the
applicable Transferor, without recourse, representation, or warranty, all
the right, title and interest of the Collateral Agent in and to the Asset
Pool One Receivables in such Defaulted Account, all monies due or to become
due with respect thereto, all proceeds thereof allocable to Asset Pool One
with respect to such Asset Pool One Receivables, excluding Recoveries in
respect of Asset Pool One Defaulted Accounts relating thereto, which shall
remain a part of the Collateral.
Section 3.10 Adjustments for Miscellaneous Credits and
Fraudulent Charges.
(a) The Servicer shall be obligated to reduce on a net
basis for each Monthly Period the aggregate amount of Asset Pool One
Principal Receivables (a "Credit Adjustment") with respect to any Asset
Pool One Principal Receivable (i) which was created in respect of
merchandise refused or returned by the Obligor thereunder or as to which
the Obligor thereunder has asserted a counterclaim or defense, (ii) which
is reduced by the Servicer by any rebate, refund, charge-back or adjustment
(including Servicer errors) or (iii) which was created as a result of a
fraudulent or counterfeit charge.
In the event that the inclusion of the amount of a Credit
Adjustment in (x) the calculation of the Asset Pool One Transferor Amount
would cause the Asset Pool One Transferor Amount to be an amount less than
the Asset Pool One Required Transferor Amount or (y) the calculation of the
Asset Pool One Pool Balance would cause the Asset Pool One Pool Balance to
be an amount less than the Asset Pool One Minimum Pool Balance, the
applicable Transferor shall make a deposit, no later than (a) the First
Note Transfer Date following the Monthly Period with respect to which such
Credit Adjustment occurs or (b) in the event of a Servicer Rating Event, 10
Business Days after the inclusion of the Credit Adjustment that caused the
Asset Pool One Transferor Amount to be less than the Asset Pool One
Required Transferor Amount or the Asset Pool One Pool Balance to be less
than the Asset Pool One Minimum Pool Balance, into the Excess Funding
Account for Asset Pool One in immediately available funds in an amount
equal to the greater of the amount by which (i) the Asset Pool One
Transferor Amount would be less than the Asset Pool One Required Transferor
Amount or (ii) the Asset Pool One Pool Balance would be an amount less than
the Asset Pool One Minimum Pool Balance, due to Credit Adjustments with
respect to Asset Pool One Receivables conveyed by such Transferor (each
such deposit, an "Adjustment Payment").
(b) If (i) the Servicer makes a deposit into the
Collection Account for Asset Pool One in respect of a Collection of an
Asset Pool One Receivable and such Collection was received by the Servicer
in the form of a check which is not honored for any reason or (ii) the
Servicer makes a mistake with respect to the amount of any Collection for
Asset Pool One and deposits an amount that is less than or more than the
actual amount of such Collection, the Servicer shall appropriately adjust
the amount subsequently deposited into the Collection Account for Asset
Pool One to reflect such dishonored check or mistake. Any Asset Pool One
Receivable in respect of which a dishonored check is received shall be
deemed not to have been paid. Notwithstanding the first two sentences of
this paragraph, adjustments made pursuant to this Section shall not require
any change in any report previously delivered.
Section 3.11 Recoveries and Interchange.
(a) Recoveries. On or prior to the second Business Day
following the end of each Monthly Period, the Transferor shall notify the
Servicer of the amount of Recoveries in respect of Asset Pool One Defaulted
Accounts to be included as Collections for Asset Pool One with respect to
the preceding Monthly Period. On the First Note Transfer Date following the
applicable Monthly Period, the Transferor shall pay to the Servicer and the
Servicer shall deposit into the Collection Account for Asset Pool One, in
immediately available funds, the amount of Recoveries in respect of Asset
Pool One Defaulted Accounts to be so included as Collections for Asset Pool
One with respect to the preceding Monthly Period; provided, however, that
such deposit need be made only to the extent that such funds are required
to be retained in the applicable Bank Accounts for the benefit of any
Series, Class or Tranche of Asset Pool One Notes pursuant to the provisions
of this Article III of this Asset Pool One Supplement or any applicable
Indenture Supplement and any such amount that is not so deposited shall be
paid to the applicable Transferor.
(b) Interchange. On or prior to the second Business Day
following the end of each Monthly Period, each Account Owner shall notify
the Servicer of the Interchange Amount, if any, which is required to be
included as Asset Pool One Finance Charge Collections with respect to the
preceding Monthly Period. On the First Note Transfer Date following the
applicable Monthly Period, each Account Owner shall pay to the Servicer and
the Servicer shall deposit into the Collection Account, in immediately
available funds, the Interchange Amount to be so included as Asset Pool One
Finance Charge Collections with respect to the preceding Monthly Period;
provided, however, that such deposit need be made only to the extent that
such funds are required to be retained in the applicable Bank Accounts for
the benefit of any Series, Class or Tranche of Asset Pool One Notes
pursuant to the provisions of this Article III of this Asset Pool One
Supplement or any applicable Indenture Supplement and any such amount that
is not so deposited shall be paid to the applicable Transferor.
Section 3.12 Reallocation Groups.
Asset Pool One Finance Charge Collections and other
specified amounts allocated to each Series of Asset Pool One Notes in the
same Reallocation Group shall be reallocated to cover interest and other
expenses related to each Series of Asset Pool One Notes in such
Reallocation Group as specified in each related Indenture Supplement. The
reallocation provisions of the Indenture Supplement for each Series of
Asset Pool One Notes in the same Reallocation Group are required to be
identical in all material respects.
Section 3.13 Designation of Remaining Principal
Shortfalls. On each Determination Date, the Servicer shall determine with
respect to the prior Monthly Period whether there is a Remaining Series
Available Principal Collections Shortfall for any Series of Asset Pool One
Notes after application of Shared Excess Available Principal Collections
for the benefit of such Series of Notes for such Monthly Period. The
Servicer shall determine the aggregate amount of such Remaining Series
Available Principal Collections Shortfalls for all Series of Asset Pool One
Notes for such Monthly Period and shall propose, with respect to each Asset
Pool One Collateral Certificate, a principal shortfall amount (the
"Proposed Principal Shortfall Amount") for such Monthly Period. The sum of
all such Proposed Principal Shortfall Amounts shall equal the aggregate
amount of such Remaining Series Available Principal Collections Shortfalls
for such Monthly Period. In determining the Proposed Principal Shortfall
Amount for each Asset Pool One Collateral Certificate, the Servicer agrees
to determine such amount in a manner that shall maximize the amount of
payments received from Asset Pool One Collateral Certificates in respect of
Proposed Principal Shortfalls Amounts.
[END OF ARTICLE III]
ARTICLE IV
THE COLLATERAL AGENT
Section 4.1 Certain Duties and Responsibilities.
(a) The Collateral Agent undertakes to perform such
duties and only such duties as are specifically set forth in this Asset
Pool One Supplement with respect to the Asset Pool One Notes of any Series,
Classes or Tranche, and no implied covenants or obligations will be read
into this Asset Pool One Supplement against the Collateral Agent.
(b) The Collateral Agent hereby agrees that it shall hold
all Collateral Certificates designated for inclusion in Asset Pool One in
the State of New York and shall give written notice to the Owner Trustee,
the Indenture Trustee and the Servicer before relocating any Collateral
Certificate.
(c) In the absence of bad faith on its part, the
Collateral Agent may, with respect to Notes of any Series, Class or Tranche
secured by Asset Pool One, conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Collateral Agent and conforming
to the requirements of the Indenture, this Asset Pool One Supplement or the
related Indenture Supplement, as applicable, but in the case of any such
certificates or opinions which by any provision hereof are specifically
required to be furnished to the Collateral Agent, the Collateral Agent will
be under a duty to examine the same to determine whether or not they
conform to the requirements of this Asset Pool One Supplement but need not
confirm or investigate the accuracy of any mathematical calculations or
other facts stated therein.
(d) In case an Event of Default with respect to any
Series, Class or Tranche of Asset Pool One Notes has occurred and is
continuing, the Collateral Agent will exercise with respect to the Asset
Pool One Notes of such Series, Class or Tranche secured by Asset Pool One
such of the rights and powers vested in it by this Asset Pool One
Supplement, and use the same degree of care and skill in their exercise, as
a fiduciary would exercise or use under the circumstances in the conduct of
such person's own affairs.
(e) No provision of this Asset Pool One Supplement will
be construed to relieve the Collateral Agent from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:
(i) this clause (e) will not be construed to
limit the effect of subsection (a) of this Section;
(ii) the Collateral Agent will not be liable for
any error of judgment made in good faith by a Collateral Agent
Authorized Officer, unless it will be proved that the Collateral
Agent was negligent in ascertaining the pertinent facts;
(iii) the Collateral Agent will not be liable
with respect to any action taken or omitted to be taken by it in
good faith in accordance with the direction of the Indenture
Trustee or Holders of more than 66 2/3% of the Outstanding Dollar
Principal Amount of any Series, Class or Tranche secured by Asset
Pool One relating to the time, method and place of conducting any
proceeding for any remedy available to the Collateral Agent, or
exercising any trust or power conferred upon the Collateral Agent,
under this Asset Pool One Supplement with respect to the Asset
Pool One Notes of such Series, Class or Tranche; and
(iv) no provision of this Asset Pool One
Supplement will require the Collateral Agent to expend or risk its
own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of
any of its rights or powers, if it will have reasonable grounds
for believing that repayment of such funds or indemnity
satisfactory to the Collateral Agent against such risk or
liability is not reasonably assured to it.
(f) Whether or not therein expressly so provided, every
provision of this Asset Pool One Supplement relating to the conduct or
affecting the liability of or affording protection to the Collateral Agent
will be subject to the provisions of this Section.
Section 4.2 Certain Rights of the Collateral Agent.
Except as otherwise provided in Section 4.1:
(a) the Collateral Agent may conclusively rely and will
be protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture or other paper or document
(whether in its original or facsimile form) believed by it to be genuine
and to have been signed or presented by the proper party or parties;
(b) whenever in the performance of its duties under this
Asset Pool One Supplement the Collateral Agent will deem it desirable that
a matter be proved or established before taking, suffering or omitting any
action hereunder, the Collateral Agent (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, rely
upon an Officer's Certificate;
(c) the Collateral Agent may consult with counsel of its
own selection and the advice of such counsel or any Opinion of Counsel will
be full and complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance
thereon;
(d) the Collateral Agent will be under no obligation to
exercise any of the rights or powers vested in it by this Asset Pool One
Supplement at the request or direction of the Indenture Trustee or any of
the Asset Pool One Noteholders pursuant to this Asset Pool One Supplement,
unless the Indenture Trustee or such Asset Pool One Noteholders shall have
offered to the Collateral Agent security or indemnity reasonably
satisfactory to it against the costs, expenses and liabilities which might
be incurred by it in compliance with such request or direction;
(e) the Collateral Agent will not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture or other paper or document, but
the Collateral Agent, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the
Collateral Agent will determine to make such further inquiry or
investigation, it will be entitled to examine the books, records and
premises of the Issuer, personally or by agent or attorney;
(f) the Collateral Agent may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and the Collateral Agent will not be
responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder; and
(g) the Collateral Agent will not be responsible for
filing any financing statements or continuation statements in connection
with the Collateral, but will cooperate with the Issuer in connection with
the filing of such financing statements or continuation statements.
Section 4.3 Not Responsible for Recitals or Issuance of
Notes. The recitals contained herein and in the Asset Pool One Notes,
except the certificates of authentication, will be taken as the statements
of the Issuer, and the Collateral Agent assumes no responsibility for their
correctness. The Collateral Agent makes no representations as to the
validity or sufficiency of this Asset Pool One Supplement or of the Asset
Pool One Notes. The Collateral Agent will not be accountable for the use or
application by the Issuer of Asset Pool One Notes or the proceeds thereof.
Section 4.4 May Hold Notes. The Collateral Agent, in its
individual or any other capacity, may become the owner or pledgee of Asset
Pool One Notes and, subject to Sections 4.7 and 4.12, may otherwise deal
with the Issuer with the same rights it would have if it were not
Collateral Agent.
Section 4.5 Money Held in Trust. Money held by the
Collateral Agent in trust hereunder need not be segregated from other funds
except to the extent required by law. The Collateral Agent will be under no
liability for interest on any money received by it hereunder except as
otherwise agreed with the Issuer.
Section 4.6 Compensation and Reimbursement; Limit on
Compensation, Reimbursement and Indemnity.
(a) The Issuer agrees:
(i) to pay to the Collateral Agent from time to
time reasonable compensation for all services rendered by it
hereunder (which compensation will not be limited by any provision
of law in regard to the compensation of a trustee of an express
trust);
(ii) except as otherwise expressly provided
herein, to reimburse the Collateral Agent upon its request for all
reasonable expenses, disbursements and advances incurred or made
by the Collateral Agent in accordance with any provision of this
Asset Pool One Supplement (including the reasonable compensation
and the reasonable expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may
be attributable to its negligence or bad faith; and
(iii) to indemnify the Collateral Agent for, and
to hold it harmless against, any and all loss, liability or
expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of
defending itself against any claim or liability (whether asserted
by the Issuer, the Servicer, any Holder or any other Person) in
connection with the exercise or performance of any of its powers
or duties hereunder.
The Collateral Agent will have no recourse to (x) any asset of the Issuer
other than funds available pursuant to the Indenture, the relevant
Indenture Supplement, or this Asset Pool One Supplement and any such
recourse shall be subordinate to the payment obligations on the Asset Pool
One Notes, or to (y) any Person other than the Transferor, the Servicer or
the Issuer.
(b) This Section will survive the termination of this
Asset Pool One Supplement and the resignation or replacement of the
Collateral Agent under Section 4.9.
Section 4.7 Disqualification; Conflicting Interests. If
the Collateral Agent has or will acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Collateral Agent will, if so
required by the Trust Indenture Act, either eliminate such interest or
resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Asset Pool One Supplement.
Nothing herein will prevent the Collateral Agent from filing with the
Commission the application referred to in the second to last paragraph of
Section 310(b) of the Trust Indenture Act.
Section 4.8 Corporate Collateral Agent Required;
Eligibility. There will at all times be a Collateral Agent hereunder with
respect to each Series, Class or Tranche of Asset Pool One Notes which will
be either a bank or a corporation organized and doing business under the
laws of the United States of America or of any state, authorized under such
laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000, subject to supervision or examination by
federal or state authority, and having a rating of at least "BBB-" by
Standard & Poor's. If such corporation publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section,
the combined capital and surplus of such corporation will be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. The Issuer may not, nor may any Person directly or
indirectly controlling, controlled by, or under common control with the
Issuer, serve as Collateral Agent. If at any time the Collateral Agent with
respect to any Series, Class or Tranche of Asset Pool One Notes will cease
to be eligible in accordance with the provisions of this Section, it will
resign immediately in the manner and with the effect hereinafter specified
in this Article.
Section 4.9 Resignation and Removal; Appointment of
Successor.
(a) No resignation or removal of the Collateral Agent and
no appointment of a successor Collateral Agent pursuant to this Article
shall become effective until the acceptance of appointment by the successor
Collateral Agent under Section 4.10.
(b) The Collateral Agent may resign with respect to any
Series, Class or Tranche of Asset Pool One Notes at any time by giving
written notice thereof to the Issuer. If an instrument of acceptance by a
successor Collateral Agent shall not have been delivered to the Collateral
Agent within 30 days after the giving of such notice of resignation, the
resigning Collateral Agent may petition any court of competent jurisdiction
for the appointment of a successor Collateral Agent.
(c) The Collateral Agent may be removed with respect to
any Series, Class or Tranche of Asset Pool One Notes at any time by Act of
the Majority Holders of that Series, Class or Tranche of Asset Pool One
Notes delivered to the Collateral Agent on behalf of the Indenture Trustee
and the Issuer.
(d) If at any time:
(i) the Collateral Agent fails to comply with
Section 310(b) of the Trust Indenture Act with respect to any
Series, Class or Tranche of Notes after written request therefor
by the Issuer or by any Asset Pool One Noteholder who has been a
bona fide Holder of an Asset Pool One Note of that Series, Class
or Tranche for at least 6 months, or
(ii) the Collateral Agent ceases to be eligible
under Section 4.8 with respect to any Series, Class or Tranche of
Asset Pool One Notes and fails to resign after written request
therefor by the Issuer or by any such Asset Pool One Noteholder,
or
(iii) the Collateral Agent becomes incapable of
acting with respect to any Series, Class or Tranche of Asset Pool
One Notes, or
(iv) the Collateral Agent is adjudged bankrupt
or insolvent or a receiver of the Collateral Agent or of its
property is appointed or any public officer takes charge or
control of the Collateral Agent or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation,
then, in any such case, (A) the Issuer may remove the Collateral Agent or
(B) subject to Section 6.17 of the Indenture, any Asset Pool One Noteholder
who has been a bona fide Holder of an Asset Pool One Note of such Series,
Class and Tranche for at least 6 months may, on behalf of itself and all
others similarly situated, petition any court of competent jurisdiction for
the removal of the Collateral Agent with respect to such Series, Class or
Tranche and the appointment of a successor Collateral Agent with respect to
such Series, Class or Tranche, or, in the case of clause (iv), with respect
to all Series, Classes and Tranches.
(e) If the Collateral Agent resigns, is removed or
becomes incapable of acting with respect to Asset Pool One, or if a vacancy
shall occur in the office of the Collateral Agent with respect to Asset
Pool One for any cause, the Issuer shall promptly appoint a successor
Collateral Agent for Asset Pool One. If, within one year after such
resignation, removal or incapacity, or the occurrence of such vacancy, a
successor Collateral Agent with respect to Asset Pool One is appointed by
Act of the Majority Holders of the Asset Pool One Notes delivered to the
Issuer and the retiring Collateral Agent, the successor Collateral Agent so
appointed will, forthwith upon its acceptance of such appointment, become
the successor Collateral Agent with respect to Asset Pool One and supersede
the successor Collateral Agent appointed by the Issuer with respect to
Asset Pool One. If no successor Collateral Agent with respect to the Asset
Pool One Notes shall have been so appointed by the Issuer or the Asset Pool
One Noteholders and accepted appointment in the manner hereinafter
provided, any Asset Pool One Noteholder who has been a bona fide Holder of
an Asset Pool One Note for at least 6 months may, on behalf of itself and
all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Collateral Agent with respect to Asset
Pool One.
(f) The Issuer shall give written notice of each
resignation and each removal of the Collateral Agent with respect to Asset
Pool One and each appointment of a successor Collateral Agent with respect
to Asset Pool One provided in Section 1.06 of the Indenture and to each
Note Rating Agency. To facilitate delivery of such notice, upon request by
the Issuer, the Note Registrar shall provide to the Issuer a list of the
relevant registered Noteholders. Each notice will include the name of the
successor Collateral Agent and the address of its principal Corporate Trust
Office.
Section 4.10 Acceptance of Appointment by Successor.
Every successor Collateral Agent appointed hereunder shall execute,
acknowledge and deliver to the Issuer and to the predecessor Collateral
Agent an instrument accepting such appointment, with a copy to the Note
Rating Agencies, and thereupon the resignation or removal of the
predecessor Collateral Agent will become effective with respect to Asset
Pool One, and such successor Collateral Agent, without any further act,
deed or conveyance, will become vested with all the rights, powers, trusts
and duties of the predecessor Collateral Agent; but, on request of the
Issuer or the successor Collateral Agent, such predecessor Collateral Agent
shall, upon payment of its reasonable charges, if any, execute and deliver
an instrument transferring to such successor Collateral Agent all the
rights, powers and trusts of the predecessor Collateral Agent, and will
duly assign, transfer and deliver to such successor Collateral Agent all
property and money held by such predecessor Collateral Agent hereunder,
subject nevertheless to its lien, if any, provided for in Section 4.6. Upon
request of any such successor Collateral Agent, the Issuer will execute any
and all instruments for more fully and certainly vesting in and confirming
to such successor Collateral Agent all such rights, powers and trusts.
No successor Collateral Agent will accept its appointment
unless at the time of such acceptance such successor Collateral Agent will
be qualified and eligible with respect to Asset Pool One under this
Article.
Section 4.11 Merger, Conversion, Consolidation or
Succession to Business. Any corporation into which the Collateral Agent may
be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which
the Collateral Agent shall be a party, or any corporation succeeding to all
or substantially all of the corporate trust business of the Collateral
Agent, will be the successor of the Collateral Agent hereunder, provided
such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. The Collateral Agent shall give
prompt written notice of such merger, conversion, consolidation or
succession to the Note Rating Agencies. In addition, upon such merger,
conversion, consolidation or succession the Collateral Agent shall give
written notice to the Servicer, the Owner Trustee and the Indenture Trustee
of any change of address of the surviving entity and stating where the
Collateral Certificates are to be held.
Section 4.12 Preferential Collection of Claims Against
Issuer. If and when the Collateral Agent shall be or become a creditor of
the Issuer (or any other obligor upon the Asset Pool One Notes), the
Collateral Agent will be subject to the provisions of Section 311 of the
Trust Indenture Act. A Collateral Agent who has resigned or been removed
will be subject to Section 311(a) of the Trust Indenture Act to the extent
provided therein.
Section 4.13 Representations and Covenants of the
Collateral Agent. The Collateral Agent represents, warrants and covenants
that:
(i) The Collateral Agent is a national banking
association duly organized and validly existing under the laws of
the United States of America;
(ii) The Collateral Agent has full power and
authority to deliver and perform this Asset Pool One Supplement
and has taken all necessary action to authorize the execution,
delivery and performance by it of this Asset Pool One Supplement
and other documents to which it is a party; and
(iii) Each of this Asset Pool One Supplement and
the other documents to which it is a party has been duly executed
and delivered by the Collateral Agent and constitutes legal, valid
and binding obligation of the Collateral Agent in accordance with
its terms.
Section 4.14 Custody of Asset Pool One Collateral
Certificates and Collateral. Each Asset Pool One Collateral Certificate,
including the Initial Collateral Certificate, shall be registered in the
name of and shall be delivered to and held by the Collateral Agent separate
and apart from all other property held by such Collateral Agent. The
Collateral Agent shall hold the Collateral that constitutes Permitted
Investments separate from, and shall not commingle such Collateral with,
any and all other funds or property of the Issuer or the Indenture Trustee.
Section 4.15 Collateral Agent's Application for
Instructions from the Issuer. Any application by the Collateral Agent for
written instructions from the Issuer may, at the option of the Collateral
Agent, set forth in writing any action proposed to be taken or omitted by
the Collateral Agent under and in accordance with this Asset Pool One
Supplement and the date on and/or after which such action shall be taken or
such omission shall be effective, provided that such application shall make
specific reference to this Section 4.15. The Collateral Agent shall not be
liable for any action taken by, or omission of, the Collateral Agent in
accordance with a proposal included in such application on or after the
date specified in such application (which date shall not be less than 5
Business Days after the date any officer of the Issuer actually receives
such application, unless any such officer shall have consented in writing
to any earlier date) unless prior to taking any such action (or the
effective date in the case of an omission), the Collateral Agent shall have
received written instructions in response to such application specifying
the action be taken or omitted.
Section 4.16 Events of Default and Remedies; Reports of
Indenture Trustee; Reports to Issuer.
(a) The Collateral Agent shall promptly give notice to
the Indenture Trustee and the Issuer upon the occurrence of any of the
Events of Default set forth in Section 6.01 of the Indenture of which it
has knowledge, including, without limitation, any "Notice of Default"
pursuant to subsection 6.10(c) (unless it has received notice of any such
Event of Default by the Indenture Trustee).
(b) The Collateral Agent agrees to perform its
obligations and, in its discretion, exercise the rights of, and pursue
remedies on behalf of, the Secured Parties pursuant to Article VI of the
Indenture.
(c) The Collateral Agent agrees to provide in a timely
fashion to the Indenture Trustee the information applicable to the
Collateral Agent and the Collateral required to be included in the reports
of the Indenture Trustee pursuant to the Indenture or any Indenture
Supplement, including, without limitation, pursuant to Sections 8.03 and
8.06 of the Indenture.
(d) The Collateral Agent shall report to the Issuer or
the Indenture Trustee, as applicable, with respect to the amounts on
deposit in each of the Bank Accounts, and the identity of the investments
included therein and the amount of earnings thereon, as the Issuer or the
Indenture Trustee reasonably may request from time to time.
[END OF ARTICLE IV]
ARTICLE V
BANK ACCOUNTS AND INVESTMENTS
Section 5.1 Bank Accounts.
(a) Bank Accounts; Deposits to and Distributions from
Bank Accounts.
(i) On or before the date hereof the Issuer
shall cause to be established and maintained for Asset Pool One,
one or more Qualified Bank Accounts (each such account, a
"Collection Account" and collectively, the "Collection Accounts")
in the name of the Collateral Agent, bearing a designation clearly
indicating that the funds deposited therein are held for the
benefit of the Collateral Agent, the Indenture Trustee and the
applicable Asset Pool One Noteholders. All collections received
pursuant to Section 3.1 shall be deposited into the Collection
Account. From time to time in connection with the issuance of a
Series, Class or Tranche of Notes, the Indenture Trustee may cause
the Collateral Agent to establish one or more Qualified Bank
Accounts denominated as "Supplemental Bank Accounts" in the name
of the Collateral Agent, bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the
Collateral Agent, the Indenture Trustee and the applicable Asset
Pool One Noteholders. The Collection Account and any Supplemental
Bank Account shall be under the control (within the meaning of
Section 9-104 of the UCC) of the Collateral Agent for the benefit
of the Collateral Agent, the Indenture Trustee and the applicable
Asset Pool One Noteholders. If, at any time, the institution
holding the Collection Account or any Supplemental Bank Account
ceases to be a Qualified Institution, the Issuer shall within 10
Business Days (or such longer period, not to exceed 30 calendar
days, as to which each Note Rating Agency may consent in writing)
establish a new Collection Account or Supplemental Bank Account,
as applicable, that is a Qualified Bank Account and shall transfer
any cash and/or investments from such Collection Account or
Supplemental Bank Account, as applicable, to such new Collection
Account or Supplemental Bank Account, as applicable. From the date
each such new Collection Account is established, it shall be the
"Collection Account." From the date each such new Supplemental
Bank Account is established, it shall be a "Supplemental Bank
Account." Any Supplemental Bank Account will receive deposits as
set forth herein, in the Indenture and in the applicable Indenture
Supplement.
(ii) On or before the date hereof, the Issuer
shall cause to be established and maintained for Asset Pool One,
one or more Qualified Bank Accounts (each such account, an "Excess
Funding Account" and collectively, the "Excess Funding Accounts")
in the name of the Collateral Agent, bearing a designation clearly
indicating that the funds deposited therein are held for the
benefit of the Collateral Agent, the Indenture Trustee and the
Asset Pool One Noteholders. Principal Collections allocated to
Asset Pool One that would otherwise be paid to the holders of the
Transferor Interest or that the applicable Indenture Supplement
specifies are to be deposited in the Excess Funding Account, shall
be deposited in the Excess Funding Account, if, after giving
effect to reinvestment in new Collateral on that day the Asset
Pool One Transferor Amount is not greater than or equal to the
Asset Pool One Required Transferor Amount or the Asset Pool One
Pool Balance is not greater than or equal to the Asset Pool One
Minimum Pool Balance. Each Excess Funding Account shall be under
the control (within the meaning of Section 9-104 of the UCC) of
the Collateral Agent for the benefit of the Collateral Agent, the
Indenture Trustee and the Asset Pool One Noteholders. If, at any
time, the institution holding any Excess Funding Account ceases to
be a Qualified Institution, the Issuer shall within 10 Business
Days (or such longer period, not to exceed 30 calendar days, as to
which each Note Rating Agency may consent in writing) establish a
new Excess Funding Account that is a Qualified Bank Account and
shall transfer any cash and/or investments to such new Excess
Funding Account. From the date each such new Excess Funding
Account is established, it shall be an "Excess Funding Account."
(b) All payments to be made from time to time by or on
behalf of the Indenture Trustee to Asset Pool One Noteholders out of funds
in the Bank Accounts pursuant to this Asset Pool One Supplement, the
Indenture and any Indenture Supplement will be made by the Collateral Agent
to the Indenture Trustee or on behalf of the Indenture Trustee directly to
the Paying Agent not later than 1:00 p.m. New York City time on the
applicable Payment Date or earlier, if necessary, or as otherwise provided
in the applicable Indenture Supplement but only to the extent of available
funds in the applicable Bank Account or Sub-Account.
Section 5.2 Investment of Funds in the Bank Accounts.
(a) Funds on deposit in the Bank Accounts shall (unless
otherwise stated in the applicable Indenture Supplement) be invested and
reinvested by the Collateral Agent acting on behalf of the Indenture
Trustee at the written direction of the Issuer in one or more Permitted
Investments. Absent such written direction, the Collateral Agent shall
invest the funds in the Permitted Investments described in clause (a)(v) of
the definition thereof. The Issuer may authorize the Indenture Trustee to
direct the Collateral Agent to make specific investments pursuant to
written instructions, in such amounts as the Issuer will specify.
Notwithstanding the foregoing, funds held by the Collateral Agent in any of
the Bank Accounts will be invested in Permitted Investments that will
mature in each case no later than the date on which such funds in the Bank
Accounts are scheduled to be transferred or distributed by the Indenture
Trustee pursuant to the Indenture (or as necessary to provide for timely
payment of principal or interest on the applicable Principal Payment Date
or Interest Payment Date (as each such term is defined in the Indenture)).
(b) All funds deposited from time to time in the Bank
Accounts pursuant to the Indenture and all investments made with such funds
will be held by the Collateral Agent in the Bank Accounts as part of the
Collateral as herein provided, subject to withdrawal by the Collateral
Agent or the Indenture Trustee for the purposes set forth in the Indenture.
(c) Funds and other property in any of the Bank Accounts
will not be commingled with any other funds or property of the Issuer, the
Indenture Trustee or the related Collateral Agent.
(d) No Permitted Investment shall be disposed of prior to
its maturity if such disposal results in a loss.
[END OF ARTICLE V]
ARTICLE VI
MISCELLANEOUS
Section 6.1 No Petition. The Collateral Agent, by
entering into this Asset Pool One Supplement, each Derivative Counterparty,
by designating that the obligations of the Issuer pursuant to the
applicable Derivative Agreement are secured by the Collateral, each
Supplemental Credit Enhancement Provider or Supplemental Liquidity
Provider, as applicable, by designating that the obligations of the Issuer
pursuant to the applicable Supplemental Credit Enhancement Agreement or
Supplemental Liquidity Agreement are secured by the Collateral, and each
Asset Pool One Noteholder, by accepting a Note, agrees that it will not at
any time institute against First USA, any Master Trust or the Issuer, or
join in any institution against First USA, any Master Trust or the Issuer
of, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States Federal or state
bankruptcy or similar law in connection with any obligations relating to
the Asset Pool One Notes, the Indenture, any Derivative Agreement, any
Supplemental Credit Enhancement Agreement and any Supplemental Liquidity
Agreement.
Section 6.2 Actions by the Issuer. All action to be taken
by the Issuer under this Asset Pool One Supplement shall be taken by the
Administrator on behalf of the Issuer and all notices to be given and/or
received by the Issuer under this Asset Pool One Supplement shall be given
and received by the Administrator.
Section 6.3 Limitations on Liability.
(a) It is expressly understood and agreed by the parties
hereto that (i) this Asset Pool One Supplement is executed and delivered by
each Transferor not individually or personally but solely as Beneficiary
under the Trust Agreement, in the exercise of the powers and authority
conferred and vested in it, (ii) each of the representations, undertakings
and agreements herein made on the part of the Issuer is made and intended
not as a personal representation, undertaking or agreement by any
Transferor but is made and intended for the purpose of binding only the
Issuer, (iii) nothing herein contained will be construed as creating any
liability on any Transferor individually or personally, to perform any
covenant of the Issuer either expressed or implied contained herein, all
such liability, if any, being expressly waived by the parties to the
Indenture and by any Person claiming by, through or under them and (iv)
under no circumstances will any Transferor be personally liable for the
payment of any indebtedness or expenses of the Issuer or be liable for the
breach or failure of any obligation, representation, warranty or covenant
made or undertaken by the Issuer under this Asset Pool One Supplement or
any related documents.
(b) None of the Collateral Agent, the Indenture Trustee,
the Owner Trustee, First USA or any other Beneficiary of the Issuer or any
of their respective officers, directors, employees, incorporators or agents
will have any liability with respect to this Asset Pool One Supplement, and
recourse may be had solely to the Collateral pledged to secure the Asset
Pool One Notes under this Asset Pool One Supplement.
Section 6.4 Termination of Issuer. The Issuer and the
respective obligations and responsibilities of the Collateral Agent created
hereby shall terminate as provided in the Trust Agreement.
Section 6.5 Termination Distributions. Upon the
termination of the Issuer pursuant to the terms of the Trust Agreement, the
Collateral Agent shall release, assign and convey to the applicable
Transferor or any of its designees, without recourse, representation or
warranty, all of its right, title and interest in the Collateral securing
Asset Pool One, whether then existing or thereafter created, all monies due
or to become due and all amounts received or receivable with respect
thereto (including all moneys then held in any Bank Account) and all
proceeds thereof. The Collateral Agent shall execute and deliver such
instruments of transfer and assignment as shall be provided to it, in each
case without recourse, as shall be reasonably requested by any Transferor,
to vest in such Transferor, as Beneficiary under the Trust Agreement, or
any of its designees all right, title and interest which the Collateral
Agent had in and to the Collateral and such other property securing Asset
Pool One.
Section 6.6 Derivative Counterparty, Supplemental Credit
Enhancement Provider and Supplemental Liquidity Provider as Third-Party
Beneficiary. Each Derivative Counterparty, Supplemental Credit Enhancement
Provider and Supplemental Liquidity Provider is a third-party beneficiary
of this Asset Pool One Supplement to the extent specified in the applicable
Derivative Agreement, Supplemental Credit Enhancement Agreement,
Supplemental Liquidity Agreement or Indenture Supplement.
Section 6.7 Amendments. Except as expressly set forth in
Article IX of the Indenture, this Asset Pool One Supplement may not be
amended, supplemented or modified.
[END OF ARTICLE VI]
IN WITNESS WHEREOF, the parties hereto have caused this
Asset Pool One Supplement to be duly executed as of the day and year first
above written.
BANK ONE ISSUANCE TRUST,
by First USA Bank, National Association,
By:________________________________________
Name:
Title:
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Indenture Trustee and Collateral Agent
and not in its individual capacity
By:________________________________________
Name:
Title:
Acknowledged and Accepted:
FIRST USA BANK,
NATIONAL ASSOCIATION,
as Transferor, Servicer and Administrator
By:_______________________________
Name:
Title:
EXHIBIT E
BANK ONE ISSUANCE TRUST
Form of Monthly Payment Instructions and Notification to the
First USA Credit Card Master Trust Trustee
First USA Credit Card Master Trust Collateral Certificate
Monthly Period: [ ] 2002
1. Unless otherwise specified herein, capitalized terms used in this
certificate have their respective meanings set forth in the
Amended and Restated Pooling and Servicing Agreement, dated as of
[ ], 2002, as supplemented by the Series 2002-CC Supplement,
dated as of [ ], 2002, each as between First USA Bank, National
Association and The Bank of New York (Delaware) (collectively,
the "Agreement").
2. First USA Bank, National Association is, as of the date hereof,
the Transferor, Servicer and Administrator under the Transfer and
Servicing Agreement.
3. The undersigned is a Servicing Officer.
4. The Proposed Principal Shortfall Amount for the related Monthly
Period which the Series 2002-CC Certificateholder requests to be
made in accordance with Section 3.13 of the Asset Pool One
Supplement $
5. The Additional Invested Amount which the Series 2002-CC
Certificateholder requests to purchase from the First USA Credit
Card Master Trust on the related Transfer Date $
IN WITNESS WHEREOF, the undersigned has duly executed and
delivered this certificate on this [ ] day of [ ] 2002.
FIRST USA BANK, NATIONAL ASSOCIATION,
as Servicer
By:______________________________
Name:
Title:
EXHIBIT F
BANK ONE ISSUANCE TRUST
Asset Pool One Monthly Servicer's Certificate
Monthly Period: [ ] 2002
1. Capitalized terms used in this certificate have their respective
meanings set forth in the Indenture, dated as of [ ], 2002, and
the Asset Pool One Supplement, dated as of [ ], 2002, each
between Bank One Issuance Trust and Xxxxx Fargo Bank Minnesota,
National Association, and the Amended and Restated Pooling and
Servicing Agreement, dated as of [ ], 2002, between First USA
Bank, National Association and The Bank of New York (Delaware).
2. First USA Bank National Association is, as of the date hereof,
the Transferor, Servicer and Administrator under the Transfer and
Servicing Agreement.
4. The undersigned is a Servicing Officer.
5. Collateral of Asset Pool One as of the last day of the related
Monthly Period
Collateral Certificates $
Principal Receivables $
Excess Funding Amount $
TOTAL: $
6a. The Nominal Liquidation Amount of all Asset Pool One Notes as
of the last day of the related Monthly Period
ONEseries $
TOTAL $
6b. Asset Pool One Transferor Amount as of the last day of the
related Monthly Period $
6c. Asset Pool One Required Transferor Amount for the related
Monthly Period $
7a. The aggregate amount of Collections of Principal Receivables
received by Asset Pool One for the related Monthly Period $
7b. The aggregate amount of Collections of Principal Receivables
allocated pursuant to Section 3.3 of the Asset Pool One
Supplement for the related Monthly Period
ONEseries % $
TOTAL % $
8a. The aggregate amount of Collections of Finance Charge
Receivables received by Asset Pool One for the related
Monthly Period $
8b. The aggregate amount of Collections of Finance Charge
Receivables allocated pursuant to subsection 3.2(a) of the
Asset Pool One Supplement for the related Monthly Period
ONEseries % $
TOTAL % $
9a. The Asset Pool One Servicing Fee for the related
Monthly Period $
9b. The Asset Pool One Servicing Fee allocated to each Series
pursuant to subsection 3.4(b) of the Asset Pool One Supplement
for the related Monthly Period
ONEseries % $
TOTAL % $
10a. The Asset Pool One Default Amount for the related
Monthly Period $
10b. The Asset Pool One Default Amount allocated to each Series
pursuant to subsection 3.2(b) of the Asset Pool One Supplement
for the related Monthly Period
ONEseries % $
TOTAL % $
11. The aggregate amount of outstanding balances in the Asset
Pool One Accounts that were delinquent as of the end of the
day of the last day of the related Monthly Period
30-59 days %
60-89 days %
90-119 days %
120-149 days %
150-179 days %
TOTAL %
IN WITNESS WHEREOF, the undersigned has duly executed and
delivered this Certificate on this [ ] day of [ ] 2002.
FIRST USA BANK, NATIONAL ASSOCIATION,
as Servicer
By:______________________________
Name:
Title:
