Exhibit 4.4(d)
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FIRST USA BANK, NATIONAL ASSOCIATION
Transferor and Servicer
and
THE BANK OF NEW YORK (DELAWARE)
Trustee
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SERIES 2002-CC SUPPLEMENT
Dated as of [ ], 2002
to
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of [ ], 2002
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FIRST USA CREDIT CARD MASTER TRUST
Series 2002-CC
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TABLE OF CONTENTS
Page
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SECTION 1. Designation...........................................................................................1
SECTION 2. Definitions...........................................................................................1
SECTION 3. Reassignment and Transfer Terms. .....................................................................7
SECTION 4. Delivery and Payment for the Series 2002-CC Certificate...............................................7
SECTION 5. Depository; Form of Delivery of the Series 2002-CC Certificate........................................7
SECTION 6. Article IV of Agreement...............................................................................8
Section 4.04 Rights of the Series 2002-CC Certificateholder.............................................9
Section 4.05 Collections and Allocation.................................................................9
Section 4.06 Monthly Payments..........................................................................10
Section 4.07 Investor Default Amount...................................................................11
Section 4.08 Investor Monthly Servicing Fee............................................................11
Section 4.09 Principal Shortfalls......................................................................11
SECTION 7. Article V of the Agreement...........................................................................12
Section 5.01 Distributions.............................................................................13
Section 5.02 Monthly Certificateholders' Statement.....................................................13
SECTION 8. Article VI of the Agreement..........................................................................14
Section 6.15 Additional Invested Amounts...............................................................14
SECTION 9. Series 2002-CC Pay Out Events........................................................................16
SECTION 10. Series 2002-CC Termination..........................................................................17
SECTION 11. Transfer of the 2002-CC Certificate.................................................................17
SECTION 12. ERISA Legend........................................................................................17
SECTION 13. Amendment and Ratification of Agreement.............................................................18
SECTION 14. Consent to Amendment to the Agreement...............................................................18
SECTION 15. Consent Rights......................................................................................19
SECTION 16. Counterparts. ......................................................................................19
SECTION 17. GOVERNING LAW.......................................................................................19
EXHIBITS
EXHIBIT A Form of Series 2002-CC Certificate........................................................A-1
EXHIBIT B Form of Monthly Allocations and Payment Instructions......................................B-1
EXHIBIT C Form of Monthly Series 2002-CC Certificateholder's
Statement.................................................................................C-1
SERIES 2002-CC SUPPLEMENT, dated as of [ ], 2002 (this
"Series Supplement") by and among FIRST USA BANK, NATIONAL ASSOCIATION, a
national banking association, as Transferor and Servicer, and THE BANK OF
NEW YORK (DELAWARE), as Trustee under the Amended and Restated Pooling and
Servicing Agreement, dated as of [ ], 2002, among FIRST USA BANK, NATIONAL
ASSOCIATION, as Transferor and Servicer, and the Trustee, as amended and
supplemented and as the same may be further amended, supplemented or
otherwise modified from time to time (the "Agreement").
Section 6.09 of the Agreement provides, among other
things, that the Transferor and the Trustee may at any time and from time
to time enter into a supplement to the Agreement for the purpose of
authorizing the issuance by the Trustee to the Transferor for the execution
and redelivery to the Trustee for authentication of one or more Series of
Certificates. The Transferor has tendered the Exchange Notice required by
subsection 6.09(b) of the Agreement and hereby enters into this Series
Supplement with the Trustee as required by subsection 6.09(c) of the
Agreement to provide for the issuance, authentication and delivery of the
Collateral Certificate (as defined below).
Pursuant to this Series Supplement, the Transferor and
the Trustee shall create a new Series consisting of an Investor Certificate
and shall specify the Principal Terms thereof. The Investor Certificate of
Series 2002-CC shall not be subordinated to any other Series.
SECTION 1. Designation.
(a) There is hereby created a Series consisting of a
single Class pursuant to the Agreement and this Series Supplement to be
known generally as the Asset Backed Certificate, Series 2002-CC (the
"Series 2002-CC Certificate" or the "Collateral Certificate"). The Series
2002-CC Certificate shall be issued as one definitive certificate
substantially in the form of Exhibit A hereto. This Series is a Remaining
Excess Principal Sharing Series.
(b) Except as expressly provided herein, (i) the tax
opinion described in subsection 6.09(b) of the Agreement shall not be
applicable to the Series 2002-CC Certificate and (ii) the provisions of
Section 3.07 of the Agreement shall not apply to cause the Series 2002-CC
Certificate to be treated as debt for federal, state and local income and
franchise tax purposes, but rather the Transferor intends and, together
with the Series 2002-CC Certificateholder, agrees to treat the Series
2002-CC Certificate for federal, state and local income and franchise tax
purposes as representing an equity interest in the assets of the Trust.
SECTION 2. Definitions. In the event that any term or
provision contained herein shall conflict with or be inconsistent with any
provision contained in the Agreement, the terms and provisions of this
Series Supplement shall govern. All Article, Section or subsection
references herein shall mean Article, Section or subsections of the
Agreement, except as otherwise provided herein. All capitalized terms not
otherwise defined herein are defined in the Agreement. Each capitalized
term defined herein shall relate only to the Series 2002-CC Certificate and
to no other Series of Certificates issued by the Trust.
"Additional Invested Amounts" shall have the meaning
specified in subsection 6.15(a) of the Agreement.
"Additional Investment Date" shall have the meaning
specified in subsection 6.15(b) of the Agreement.
"Agreement" shall have the meaning specified in the first
paragraph hereof.
"Amortization Period" shall mean any Monthly Period with
respect to the Series 2002-CC Certificate, (1) beginning with the Monthly
Period in which the Pay Out Commencement Date occurs or (2) during which
the sum of the Series 2002-CC Principal Collections and the Investor
Default Amount is greater than the Additional Invested Amounts for such
Monthly Period.
"Asset Pool One Supplement" shall mean the Asset Pool One
Supplement, dated as of [ ], 2002 between the Bank One Issuance Trust,
the Indenture Trustee and [ ], as Collateral Agent.
"Average Principal Balance" shall mean, (a) for any
Monthly Period in which no Addition Date or Removal Date occurs, the
Principal Receivables in the Trust as of the close of business on the last
day of the prior Monthly Period and (b) for any Monthly Period in which
Additional Accounts are designated for inclusion in or Removed Accounts are
designated for removal from the Trust, the sum of (1) the product of (x)
the Principal Receivables in the Trust at 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 or Removal
Date, as applicable, in such Monthly Period and (ii) the denominator of
which is the number of days in such Monthly Period and (2) for each
Addition Date or Removal Date, as applicable, in such Monthly Period, the
product of (x) the Principal Receivables in the Trust at the close of
business on any such Addition Date or Removal Date, after giving effect to
the addition of Accounts or removal of Accounts and (y) a fraction, (i) the
numerator of which is the number of days from and including such Addition
Date or Removal Date , as applicable, in such Monthly Period to but
excluding the next Addition Date or Removal Date, as applicable, in such
Monthly Period (or if there is no subsequent Addition Date or Removal Date
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.
"Certificate Representative" shall mean the Holder of
record or the designee of such Holder of the Series 2002-CC Certificate.
"Closing Date" shall mean [ ], 2002.
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Collateral Agent" shall mean Xxxxx Fargo Bank Minnesota,
N.A. and its successors and assigns.
"Determination Date" shall mean the Business Day
preceding the Transfer Date in each Monthly Period.
"Distribution Account" shall have the meaning specified
in Section 6(A).
"ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended.
"Excess Principal Collections" shall mean, as the context
requires, either (a) the amount allocated to the Investor Certificate
which, in accordance with subsection 6.15(c) of the Agreement, may be
applied to the Principal Shortfall with respect to other outstanding Series
or (b) the amounts allocated to the investor certificates of other Series
which the applicable supplements for such Series specify are to be treated
as "Excess Principal Collections" and which may be applied to cover
Principal Shortfalls for all Series which amount for all Remaining Excess
Principal Sharing Series, including Series 2002-CC, shall not exceed the
amount of Remaining Excess Principal Collections.
"Finance Charge Account" shall have the meaning specified
in Section 6(A).
"Floating Allocation Percentage" shall mean, for any
Monthly Period, a fraction, the numerator of which is the Invested Amount
of the Series 2002-CC Certificate as of the close of business on the last
day of the prior Monthly Period, or with respect to the first Monthly
Period, the Initial Invested Amount; provided, however, that if the
Invested Amount of the Series 2002-CC Certificate is increased in the
Monthly Period for which the determination is being made, the numerator
shall be the highest Invested Amount of the Series 2002-CC Certificate in
such Monthly Period; provided, further, that if the Invested Amount of
Series 2002-CC is reduced to zero in such Monthly Period, the numerator
shall be zero, and the denominator of which is the Average Principal
Balance for such Monthly Period.
"Indenture" shall mean the Indenture, dated [ ],
2002, between Bank One Issuance Trust, as Issuer, and Xxxxx Fargo Bank
Minnesota, National Association, as Indenture Trustee, as amended and
supplemented from time to time.
"Initial Invested Amount" shall mean the aggregate
initial principal amount of the Investor Certificate of Series 2002-CC,
which is $[ ].
"Invested Amount" shall mean, with respect to the Series
2002-CC Certificate as of the close of business on any day, an amount equal
to (i) the Invested Amount as of the close of business on the prior day
(or, with respect to the first day of the first Monthly Period, such amount
shall be the Initial Invested Amount), minus (ii) the Series 2002-CC
Principal Collections, if any, paid on such date, minus (iii) the Investor
Default Amount, if any, recognized pursuant to Section 4.07 of the
Agreement on such date, plus (iv) the Additional Invested Amounts, if any,
added on such date.
"Investor Certificateholder" shall mean the holder of
record of the Investor Certificate of Series 2002-CC.
"Investor Certificate" shall mean the Series 2002-CC
Certificate.
"Investor Default Amount" shall mean, with respect to the
Series 2002-CC Certificate, with respect to any Monthly Period, an amount
equal to the product of the Default Amount for all Accounts that became
Defaulted Accounts in such Monthly Period and the Floating Allocation
Percentage for such Monthly Period.
"Investor Monthly Servicing Fee" shall, with respect to
the Series 2002-CC Certificate, with respect to any Monthly Period, mean an
amount equal to one-twelfth of the product of (A) the Series Servicing Fee
Percentage and (B) the Invested Amount used as the numerator of the
Floating Allocation Percentage for such Monthly Period.
"Investor Percentage" shall mean for any Monthly Period,
(a) with respect to Finance Charge Receivables and the Default Amount, the
Floating Allocation Percentage and (b) with respect to Principal
Receivables, the Principal Allocation Percentage.
"Issuance Date" shall mean the Closing Date.
"Lien" shall have the meaning specified in the Transfer
and Servicing Agreement.
"Master Owner Trust Servicer" shall mean First USA Bank,
National Association, as servicer for the Bank One Issuance Trust and any
successors or assigns.
"Minimum Transferor Interest" shall mean, with respect to
any period, 4% of the Average Principal Receivables for such period.
"Pay Out Commencement Date" shall mean the earliest to
occur of (i) the date on which a Trust Pay Out Event is deemed to occur
pursuant to Section 9.01 of the Agreement and (ii) the date on which a
Series 2002-CC Pay Out Event is deemed to occur pursuant to Section 9 of
this Series Supplement.
"Principal Account" shall have the meaning specified in
Section 6(A).
"Principal Allocation Percentage" shall mean, for any
Monthly Period, (1) during the Revolving Period, the Floating Allocation
Percentage and (2) during an Amortization Period, a fraction, the numerator
of which is the highest Invested Amount during the last Monthly Period of
the most recent Revolving Period, or with respect to the first Monthly
Period, the Initial Invested Amount; provided, that if the Invested Amount
of Series 2002-CC is reduced to zero during such Monthly Period, the
numerator shall be zero, and the denominator of which is the Average
Principal Balance for such Monthly Period.
"Principal Shortfall" shall, (i) with respect to the
Series 2002-CC Certificate, have the meaning specified in Section 4.09 of
the Agreement and (ii) with respect to each other Series outstanding from
time to time, have the meaning specified for "Principal Shortfall" in the
Series Supplement for such Series.
"Proposed Principal Shortfall Amount" shall have the
meaning specified in the Asset Pool One Supplement.
"Rating Agency" shall mean each nationally recognized
rating agency that has rated the Series 2002-CC Certificate at the request
of the Transferor.
"Rating Agency Condition" shall mean the notification in
writing by each Rating Agency to the Transferor, the Servicer and the
Trustee that any action will not result in any Rating Agency reducing or
withdrawing its then existing rating of the investor certificates of any
outstanding Series or class with respect to which it is a Rating Agency.
"Remaining Excess Principal Collections" shall have the
meaning specified in Section 4.09 of the Agreement.
"Remaining Excess Principal Sharing Series" shall mean a
Series designated as a "Remaining Excess Principal Sharing Series" in the
applicable Series Supplement.
"Revolving Period" shall mean each Monthly Period other
than a Monthly Period occurring during the Amortization Period.
"Series 2002-CC" shall mean the Series of the First USA
Credit Card Master Trust represented by the Series 2002-CC Certificate.
"Series 2002-CC Certificate" shall have the meaning
specified in Section 1 of this Series Supplement.
"Series 2002-CC Certificateholder" shall mean the
Certificate Representative of the Series 2002-CC Certificate.
"Series 2002-CC Certificateholders' Interest" shall have
the meaning specified in Section 4.04 of the Agreement.
"Series 2002-CC Collateral Certificate Principal
Shortfall Payment" shall have the meaning specified in subsection 4.06(b)
of the Agreement.
"Series 2002-CC Finance Charge Collections" shall mean,
with respect to any Monthly Period, an amount equal to the sum of (i) the
Floating Allocation Percentage of Collections of Finance Charge Receivables
in respect of such Monthly Period and (ii) the investment earnings on
amounts on deposit in the Finance Charge Account and the Principal Account
with respect to the related Transfer Date.
"Series 2002-CC Pay Out Event" shall have the meaning
specified in Section 9 of this Series Supplement.
"Series 2002-CC Principal Collections" shall mean, with
respect to any Monthly Period, an amount equal to the sum of (i) the
Principal Allocation Percentage of Collections of Principal Receivables
with respect to such Monthly Period and (ii) to the extent of any
applicable Principal Shortfall for the related Transfer Date, Remaining
Excess Principal Collections, to the extent available.
"Series 2002-CC Termination Date" shall mean the earlier
to occur of (i) the day after the Transfer Date on which the Invested
Amount of the Series 2002-CC Certificate is paid in full and (ii) the Trust
Termination Date.
"Series Servicing Fee Percentage" shall mean 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.
"Transfer and Servicing Agreement" shall mean the
Transfer and Servicing Agreement, dated as of [ ], 2002, among First USA
Bank, National Association, as Transferor, Servicer and Administrator, Bank
One Issuance Trust, as Issuer, and Xxxxx Fargo Bank Minnesota, National
Association, as Indenture Trustee and Collateral Agent, as amended,
supplemented or restated from time to time.
"Transfer Date" shall mean [ ], 2002 and the Business
Day prior to the 15th day of each month thereafter.
"Unpaid Investor Monthly Servicing Fee" shall mean with
respect to any Monthly Period, the amount of the Investor Monthly Servicing
Fee with respect to each prior Monthly Period not previously distributed to
the Servicer pursuant to Section 4.08 of the Agreement.
SECTION 3. Reassignment and Transfer Terms. The Series
2002-CC Certificate shall be subject to retransfer to the Transferor at its
option (so long as the Transferor is the Servicer or an Affiliate of the
Servicer), in accordance with the terms specified in subsection 12.02(a) of
the Agreement, on any Transfer Date on or after the Transfer Date on which
the Invested Amount (after giving effect to all payments on such Transfer
Date) is reduced to an amount less than or equal to 10% of the highest
Invested Amount at any time (or such other percentage as shall be specified
from time to time by the Servicer, consistent with sale treatment under
generally accepted accounting principles and regulatory accounting
principles). The deposit required in connection with any such retransfer
shall be equal to the Invested Amount on the Transfer Date on which the
retransfer occurs.
SECTION 4. Delivery and Payment for the Series 2002-CC
Certificate. The Transferor shall execute and deliver the Series 2002-CC
Certificate to the Trustee for authentication in accordance with Section
6.01 of the Agreement. The Trustee shall deliver the Series 2002-CC
Certificate when authenticated in accordance with Section 6.02 of the
Agreement.
SECTION 5. Depository; Form of Delivery of the Series
2002-CC Certificate. (a) The Series 2002-CC Certificate shall be delivered
as a Registered Certificate as provided in Section 6.01 of the Agreement.
(b) The Series 2002-CC Certificate shall constitute a
"security" within the meaning of (i) Article 8 of the Uniform Commercial
Code (including Section 8-102(a)(15) thereof) as in effect from time to
time in the State of Delaware and (ii) the Uniform Commercial Code of any
other applicable jurisdiction that currently or hereafter substantially
includes the 1994 revisions to Article 8 thereof as adopted by the American
Law Institute and the National Conference of Commissioners on Uniform State
Laws and approved by the American Bar Association on February 14, 1995.
(c) When issued and sold in accordance with the terms of
the Agreement, including when duly executed and authenticated by the
Trustee in accordance with the terms of the Agreement and when issued and
delivered against payments therefore, the Series 2002- CC Certificate will
be duly and validly issued and outstanding, fully paid, non-assessable, and
entitled to the benefits of the Agreement.
SECTION 6. Article IV of Agreement. (A) Sections 4.01,
4.02 and 4.03 of the Agreement shall be read in their entirety as provided
in the Agreement except for subsections 4.02(b) and (c) of the Agreement
which shall, for purposes of this Series Supplement, read in their entirety
as follows:
"(b) The Finance Charge and Principal Accounts. The Trustee, for
the benefit of the Series 2002-CC Certificateholder, shall
establish and maintain in the name of the Trust with a Qualified
Institution, which shall initially be the Paying Agent, two
segregated trust accounts (the "Finance Charge Account" and the
"Principal Account," respectively), bearing a designation clearly
indicating that the funds therein are held for the benefit of the
Series 2002-CC Certificateholder. The Trustee shall possess all
right, title and interest in all funds on deposit from time to
time in the Finance Charge Account and the Principal Account and
in all proceeds thereof. The Finance Charge Account and the
Principal Account shall be under the sole dominion and control of
the Trustee for the benefit of the Series 2002-CC
Certificateholder. Pursuant to authority granted to it hereunder,
the Servicer shall have the revocable power to instruct the
Trustee to withdraw funds from the Finance Charge Account and the
Principal Account for the purpose of carrying out the Servicer's
or the Trustee's duties hereunder. The Trustee at all times shall
maintain copies of all written reports and instructions that it
receives reflecting each transaction in the Principal Account and
the Finance Charge Account and that funds held therein shall at
all times be held in trust for the benefit of the Series 2002-CC
Certificateholder.
(c) The Distribution Account. The Trustee, for the benefit of the
Series 2002- CC Certificateholder, shall cause to be established
and maintained in the name of the Trust, with an office or branch
of a Qualified Institution, which shall initially be the Paying
Agent, a non-interest bearing segregated account (the
"Distribution Account") bearing a designation clearly indicating
that the funds deposited therein are held in trust for the benefit
of the Series 2002-CC Certificateholder. The Trustee shall possess
all right, title and interest in all funds on deposit from time to
time in the Distribution Account and in all proceeds thereof. The
Distribution Account shall be under the sole dominion and control
of the Trustee for the benefit of the Series 2002-CC Certificate
holder."
(B) Article IV of the Agreement (except for Sections
4.01, 4.02 and 4.03 thereof) shall read in its entirety as follows and
shall be applicable only to the Series 2002- CC Certificate:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.04 Rights of the Series 2002-CC
Certificateholder. The Series 2002-CC Certificate shall represent an
undivided interest in the Trust, consisting of the right to receive, to the
extent necessary to make the required payments with respect to such Series
2002-CC Certificate at the times and in the amounts specified in this
Agreement, (a) the Floating Allocation Percentage and Principal Allocation
Percentage (as applicable from time to time) of Collections received with
respect to the Receivables and (b) funds on deposit in the Collection
Account, the Finance Charge Account and the Principal Account (for such
Series, the "Series 2002-CC Certificateholder's Interest"). The
Exchangeable Transferor Certificate shall not represent any interest in the
Collection Account, the Finance Charge Account or the Principal Account,
except as specifically provided in this Article IV.
Section 4.05 Collections and Allocation.
(a) Collections. The Servicer will apply or will instruct
the Trustee to apply all funds on deposit in the Collection Account, the
Finance Charge Account or the Principal Account, allocable to the Series
2002-CC Certificate as described in this Article IV.
(b) Daily Allocations. If:
(i) the short-term deposit rating of the
Servicer by Standard & Poor's is below "A-1" or the short-term
deposit rating of the Servicer by Xxxxx'x is below "P- 1"and, if
rated by Fitch, is below "F-1" by Fitch; or
(ii) First USA Bank, National Association is not
the Servicer;
then within 5 Business Days of the occurrence of such event and thereafter,
as promptly as possible after the Date of Processing of Collections with
respect to the Receivables, but in no event later than two Business Days
following such Date of Processing, the Servicer shall deposit all
Collections directly into the Collection Account and the Collection Account
shall be moved from the Servicer if then maintained with it; provided,
however, that the Servicer may designate a lesser amount for deposit into
the Collection Account upon satisfaction of the Rating Agency Condition.
The Servicer shall notify the Trustee of any such event and
shall provide the Trustee with the account number, account designation of
such account and name of the institution with which such account has been
established.
Should the Servicer be required to make daily deposits of
Collections into the Collection Account pursuant to this subsection, the
Servicer shall establish a mechanism by which Collections are to be
allocated between the Certificateholder and the Transferor and deposited
into the Finance Charge Account and the Principal Account, which method
shall satisfy the Rating Agency Condition.
(c) Monthly Deposits. Notwithstanding the foregoing, the
Servicer need not make daily deposits of Collections into the Collection
Account, the Finance Charge Account or the Principal Account at any time
when the requirements of the third paragraph of subsection 4.03(a) of the
Agreement are satisfied.
The allocations to be made pursuant to this Section 4.05
of the Agreement also apply to deposits into the Collection Account that
are treated as Collections, including Credit Adjustments, payment of the
reassignment price pursuant to Section 2.07 of the Agreement and proceeds
from the sale, disposition or liquidation of the Receivables pursuant to
Section 9.02, 10.01, 12.01 or 12.02 of the Agreement and Section 3 of this
Series Supplement for Series 2002-CC. Such deposits to be treated as
Collections will be allocated as Finance Charge Receivables or Principal
Receivables as indicated in the Agreement.
Section 4.06 Monthly Payments. On each Transfer Date, the
Trustee, acting in accordance with written instructions from the Servicer
substantially in the form of Exhibit B hereto, shall make the withdrawals,
deposits and payments specified in subsections (a) and (b) of this Section
4.06.
(a) On each Transfer Date, the Trustee shall deposit into
the Distribution Account for payment to the Certificateholder an amount
equal to the Series 2002-CC Finance Charge Collections deposited or deemed
to have been deposited into the Finance Charge Account for the related
Monthly Period to the Series 2002-CC Certificateholder.
(b) On each Transfer Date, the Trustee shall deposit into
the Distribution Account for payment to the Certificateholder an amount
equal to the sum of (i) the Series 2002-CC share of Principal Collections
deposited or deemed to have been deposited into the Principal Account for
the related Monthly Period and (ii) to the extent of the Principal
Shortfall for Series 2002-CC for such Transfer Date, the Remaining Excess
Principal Collections from other Series pursuant to Section 4.09 of the
Agreement (the "Series 2002- CC Collateral Certificate Principal Shortfall
Payment").
Notwithstanding the foregoing, for so long as the
requirements of the third paragraph of subsection 4.03(a) of the Agreement
are satisfied: each of the payments described in subsections 4.06(a) and
4.06(b) above shall be made by the Servicer, the Servicer shall not be
required to deposit the amounts so paid in the Collection Account, the
Finance Charge Account, the Principal Account or the Distribution Account
prior to payment, and the information provided to the Trustee as set forth
on Exhibit B hereto shall be for informational purposes only and shall not
be in the form of an instruction to make deposits and withdrawals.
Section 4.07 Investor Default Amount. On each
Determination Date, the Servicer shall calculate the Investor Default
Amount for the preceding Monthly Period and such Investor Default Amount
shall be recognized and subtracted from the Invested Amount in accordance
with the definition thereof as of the related Transfer Date. In the event
that such reduction would cause the Invested Amount to be a negative
number, the Invested Amount will be reduced to zero.
Section 4.08 Investor Monthly Servicing Fee. On each
Determination Date, with respect to any Monthly Period, the Servicer shall
calculate the Investor Monthly Servicing Fee for the preceding Monthly
Period. With respect to each Monthly Period, the Monthly Servicing Fee plus
any Unpaid Investor Monthly Servicing Fee shall be paid to the Servicer on
behalf of the holder of the Series 2002-CC Certificate at the time
specified and to the extent of funds available pursuant to the Transfer and
Servicing Agreement.
Section 4.09 Principal Shortfalls. As specified in
subsection 1(a) of this Series Supplement, Series 2002-CC shall be a
Remaining Excess Principal Sharing Series. With respect to each Transfer
Date, the Servicer shall determine the amount of the excess of the Excess
Principal Collections for all Outstanding Series over the aggregate amount
of Principal Shortfalls for all Series other than Series designated as
Remaining Excess Principal Sharing Series pursuant to the applicable Series
Supplements (such excess amount, the "Remaining Excess Principal
Collections"). The Servicer shall determine, with respect to each Transfer
Date, the Principal Shortfall for each Remaining Excess Principal Sharing
Series. The "Principal Shortfall" for the Series 2002-CC Certificate, with
respect to any Transfer Date, shall be equal to the lesser of (i) the
Proposed Principal Shortfall Amount designated as such by the Master Owner
Trust Servicer and (ii) the Invested Amount (after application of the
Investor Default Amount and the Principal Allocation Percentage of
Collections of Principal Receivables with respect to the Monthly Period
preceding such Transfer Date but prior to the application of Additional
Invested Amounts on such Transfer Date); provided, however, that if the
aggregate amount of Remaining Excess Principal Collections for such
Transfer Date is less than the aggregate amount, for each Remaining Excess
Principal Sharing Series (including Series 2002-CC), of the lesser of the
proposed principal shortfall amount for such Series and the invested amount
of such Series (after application of the investor default amount and the
principal allocation percentage of Collections of Principal Receivables
with respect to the Monthly Period preceding such Transfer Date but prior
to the application of additional invested amounts on such Transfer Date),
then the Principal Shortfall for the Series 2002-CC Certificate with
respect to such Transfer Date shall equal the product of (x) the amount of
Remaining Excess Principal Collections for such Transfer Date and (y) a
fraction, the numerator of which is the lesser of (i) the Invested Amount
of the Series 2002-CC Certificate (after application of the Investor
Default Amount and the Principal Allocation Percentage of Collections of
Principal Receivables with respect to the Monthly Period preceding such
Transfer Date but prior to the application of Additional Invested Amounts
on such Transfer Date) and (ii) the Proposed Principal Shortfall Amount for
the Series 2002-CC Certificate and the denominator of which is the
aggregate amount determined for each Remaining Excess Principal Sharing
Series (including Series 2002-CC) of the lesser of the proposed principal
shortfall amount for such Series and the invested amount of such Series
(after application of the investor default amount and the principal
allocation percentage of Collections of Principal Receivables with respect
to the Monthly Period preceding such Transfer Date but prior to the
application of additional invested amounts on such Transfer Date).
On each Determination Date, the Servicer shall allocate
Remaining Excess Principal Collections to each Remaining Excess Principal
Sharing Series in an amount equal to the Principal Shortfall for such
Series. The Series 2002-CC Collateral Certificate Principal Shortfall
Payment shall be made to the Certificateholder, if applicable, on each
Transfer Date in accordance with subsection 4.06(b) of the Agreement.
SECTION 7. Article V of the Agreement. Article V of the
Agreement shall read in its entirety as follows and shall be applicable
only to the Series 2002-CC Certificate:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
Section 5.01 Distributions.
On each Transfer Date, the Trustee shall distribute (in
accordance with the certificate delivered by the Servicer to the Trustee
pursuant to subsection 3.04(b) of the Agreement) the aggregate amount
deposited into the Distribution Account and payable to the Series 2002-CC
Certificateholder pursuant to subsection 4.06 to the account of the
Certificate Representative as specified in writing by the Certificate
Representative, in immediately available funds; provided, however, that for
so long as the requirements of the third paragraph of subsection 4.03(a) of
the Agreement are satisfied, such payment shall be made by the Servicer in
accordance with the last paragraph of Section 4.06 of the Agreement.
Section 5.02 Monthly Certificateholders' Statement.
(a) On or before each Transfer Date, the Servicer shall
forward to the Certificate Representative a statement substantially in the
form of Exhibit C prepared by the Servicer and delivered to the Trustee and
the Paying Agent on the preceding Determination Date setting forth the
following information:
(i) the total amount distributed;
(ii) the amount of Collections of Principal
Receivables processed during the related Monthly Period allocated
to the Series 2002-CC Certificate;
(iii) the amount of Collections of Finance
Charge Receivables processed during the related Monthly Period
allocated to the Series 2002-CC Certificate as well as other
amounts to be treated as Series 2002-CC Finance Charge
Collections;
(iv) the amount of Remaining Excess Principal
Collections allocated to Series 2002-CC for the related Monthly
Period;
(v) the aggregate amount of Principal
Receivables and the Invested Amount as of the end of the day on
the Record Date;
(vi) the aggregate amount of Receivables as of
the end of the day on the Record Date;
(vii) the aggregate outstanding balance of
Accounts which are 30, 60, 90, 120 and 150 or more days
Contractually Delinquent as of the end of the day on the Record
Date;
(viii) the Investor Default Amount, for the
related Monthly Period;
(ix) the amount of the Investor Monthly
Servicing Fee, for the related Monthly Period;
(x) the Additional Invested Amounts for the
related Monthly Period;
(xi) the Invested Amount used in the calculation
of the Principal Allocation Percentage;
(xii) the Invested Amount used in the
calculation of the Floating Allocation Percentage; and
(xiii) such other items as are set forth in
Exhibit C to this Series Supplement.
On or before each Transfer Date, the Servicer shall deliver a copy
of each such statement to each Rating Agency.
SECTION 8. Article VI of the Agreement. Article VI
(except for Section 6.1 through 6.14 thereof) shall read in its entirety as
follows and shall be applicable only to the Series 2002-CC Certificate:
ARTICLE VI
THE CERTIFICATES
Section 6.15 Additional Invested Amounts.
(a) The Transferor may sell to the Series 2002-CC
Certificateholder on any Business Day additional undivided interests in the
Trust in specified amounts (such amounts, the "Additional Invested
Amounts") if the conditions precedent to selling an additional interest set
forth in subsection 6.15(b) of the Agreement have been met. If the Series
2002-CC Certificateholder acquires such additional interest, the Transferor
may receive a cash payment (to be applied in accordance with subsection
6.15(c)). In addition, as an alternative form of consideration, the
Transferor may accept an increase in the transferor interest in an asset
pool in the Bank One Issuance Trust. The Transferor Interest in the Trust
shall decrease as a result of such sale.
Any Additional Invested Amounts purchased by the Series
2002-CC Certificateholder shall be evidenced by the definitive Certificate
held by the Certificateholder issued on the Closing Date substantially in
the form of Exhibit A hereto. The Series 2002- CC Certificateholder shall
and is hereby authorized to record on the grid attached to the Series
2002-CC Certificate (or at such Certificateholder's option, in its internal
books and records) the date and invested amount of any Additional Invested
Amounts purchased by it, the current invested amount thereof and each
change thereto; provided, that failure to make any such recordation on such
grid or any error in such grid shall not adversely affect such
Certificateholder's rights with respect to its Invested Amount. The Trustee
shall not be responsible for the accuracy of any information on any such
grid or with respect to the Certificateholder's notations in its internal
books and records. The Servicer shall appropriately note all Additional
Invested Amounts (and the increased Invested Amount) as well as any
principal payment and reductions due to the Investor Default Amount on the
Servicer's certificate delivered with respect to the related Monthly Period
and direct the Trustee in writing to apply payments for Additional Invested
Amounts as set forth in subsection 6.15(c).
(b) The Transferor may determine to sell an additional
interest on any date (each, an "Additional Investment Date") as set forth
in subsection 6.15(a) above subject to fulfillment of the following
conditions precedent:
(i) on each Additional Investment Date, no event
shall have occurred and be continuing, or shall result from such purchase
of Additional Invested Amounts, that constitutes a Trust Pay Out Event or a
Series 2002-CC Pay Out Event;
(ii) on each Additional Investment Date, after
giving effect to the purchase of Additional Invested Amounts, the
Transferor Interest shall equal or exceed the Minimum Transferor Interest
and the aggregate amount of Principal Receivables shall equal or exceed the
Minimum Aggregate Principal Receivables;
(iii) on each Additional Investment Date, the
Additional Invested Amounts shall be conveyed to the Series 2002-CC
Certificateholder free and clear of any Lien (other than any Lien for
municipal or other local taxes if such taxes are not then due and payable
or if the Transferor is then contesting the validity thereof in good faith
by appropriate proceedings and has set aside on its books and records
adequate reserves with respect thereto) and in compliance, in all material
respects, with all Requirements of Law applicable to the Transferor; and
(iv) as of each Additional Investment Date, all
authorizations, consents, orders or approvals of or registrations or
declarations with any Governmental Authority required to be obtained,
effected or given by the Transferor in connection with such Additional
Invested Amount have been duly obtained, effected or given and are in full
force and effect.
(c) On each Transfer Date, the Trustee shall apply the
cash proceeds from purchases of Additional Invested Amounts as Excess
Principal Collections, in an amount up to the lesser of (i) the amount
specified in subsection 2.10(a)(i) of the Transfer and Servicing Agreement
allocated to the Series 2002-CC Certificate, (ii) the amount of Principal
Collections allocated to Series 2002-CC and the Investor Default Amount for
a Monthly Period and (iii) the amount of Principal Shortfalls with respect
to other Series. Any remaining cash proceeds from purchases of Additional
Invested Amounts shall be paid to the Transferor. Any cash proceeds
received from the purchases of Additional Invested Amounts on any day which
is not a Transfer Date shall be paid to the Transferor at the time received
by the Trust.
SECTION 9. Series 2002-CC Pay Out Events. If any one of
the following events shall occur with respect to the Series 2002-CC
Certificate:
(a) failure on the part of the Transferor (i) to make any
payment or deposit required by the terms of (A) the Agreement or (B) this
Series Supplement, on or before the date occurring five days after the date
such payment or deposit is required to be made herein or (ii) duly to
observe or perform in any material respect any other covenants or
agreements of the Transferor set forth in the Agreement or this Series
Supplement, which failure has a material adverse effect on the Series
2002-CC Certificateholder and which continues unremedied for a period of
sixty (60) days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Transferor
by the Trustee, and continues to materially and adversely affect the
interests of the Series 2002-CC Certificateholder for such period;
(b) any representation or warranty made by the Transferor
in the Agreement or this Series Supplement, or any information contained in
a computer file or microfiche list required to be delivered by the
Transferor to the Trustee pursuant to Section 2.01 or 2.06 of the
Agreement, (i) shall prove to have been incorrect in any material respect
when made or when delivered, which continues to be incorrect in any
material respect for a period of sixty (60) days after the date on which
written notice of such failure, requiring the same to be remedied, shall
have been given to the Transferor by the Trustee and (ii) as a result of
which the interests of the Series 2002-CC Certificateholder is materially
and adversely affected and continues to be materially and adversely
affected for such period; provided, however, that a Series 2002-CC Pay Out
Event pursuant to this subsection 9(b) shall not be deemed to have occurred
hereunder if the Transferor has accepted reassignment of the related
Receivable, or all of such Receivables, if applicable, during such period,
or such longer period as the Trustee may specify, in accordance with the
provisions of the Agreement;
(c) the Transferor shall fail to convey Receivables
arising under Additional Accounts to the Trust, as required by subsection
2.06(a) of the Agreement; or
(d) any Servicer Default shall occur which would have a
material adverse effect on the Series 2002-CC Certificateholder;
then a Series 2002-CC Pay Out Event shall occur without any notice or other
action on the part of the Trustee or the Series 2002-CC Certificateholder
immediately upon the occurrence of such event.
SECTION 10. Series 2002-CC Termination. The right of the
Series 2002-CC Certificateholder to receive payments from the Trust will
terminate on the first Business Day following the Series 2002-CC
Termination Date.
SECTION 11. Transfer of the 2002-CC Certificate. After
the Closing Date, the Series 2002-CC Certificate may not be sold,
participated, transferred, assigned, exchanged or otherwise pledged or
conveyed in whole or in part except upon the prior delivery to the Trustee
and the Certificate Representative of an Issuer Tax Opinion (as defined in
the Indenture) and an Opinion of Counsel to the effect that, for Federal
income tax purposes, (i) such action will not adversely affect the tax
characterization as debt of the Investor Certificates of any outstanding
Series or Class that were characterized as debt at the time of their
issuance, (ii) following such action the Trust will not be treated as an
association (or publicly traded partnership) taxable as a corporation and
(iii) such action will not cause or constitute an event in which gain or
loss would be recognized by any Investor Certificateholder.
SECTION 12. ERISA Legend. Each Collateral Certificate
will bear a legend or legends substantially in the following form:
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE
BENEFIT OF FIRST USA BANK, NATIONAL ASSOCIATION AND THE TRUSTEE
THAT SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS
DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO THE
PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION
4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE"), (III) A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE
ENTITY OR (V) A PERSON INVESTING "PLAN ASSETS" OF ANY SUCH PLAN
(INCLUDING FOR PURPOSES OF CLAUSES (IV) AND (V) ANY INSURANCE
COMPANY GENERAL ACCOUNT, BUT EXCLUDING ANY ENTITY REGISTERED UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED).
Each Certificate Owner by virtue of its beneficial
interest in the Collateral Certificate shall be deemed to have made the
representations and warranties stated in such legend.
SECTION 13. Amendment and Ratification of Agreement. As
supplemented by this Series Supplement, the Agreement is in all respects
ratified and confirmed and the Agreement as so supplemented by this Series
Supplement shall be read, taken, and construed as one and the same
instrument. Subsection 12.01(c) of the Agreement is hereby amended by
substituting in the second sentence thereof in place of the words "and pay
the proceeds to all Certificateholders of such Series . . ." the following:
"and pay the proceeds to the Investor Certificateholder of such Series . .
.."
SECTION 14. Consent to Amendment to the Agreement. (a) By
purchasing an interest in the Investor Certificates, the Series 2002-CC
Certificateholder shall be deemed to have consented to any amendments to
the Agreement to satisfy accounting requirements under SFAS 140 and any
related or successor accounting interpretations or requirements thereto for
off balance sheet treatment for Receivables in the Trust.
(b) In addition to being subject to amendment pursuant to
any other provisions relating to amendments in either the Agreement or this
Series Supplement, this Series Supplement may be amended by the Transferor
without the consent of the Servicer, the Trustee or the Series 2002-CC
Certificateholder if the Transferor provides the Trustee with (i) an
Opinion of Counsel to the effect that such amendment or modification would
reduce the risk the Trust would be treated as taxable as a publicly traded
partnership pursuant to Code section 7704 and (ii) a certificate that such
amendment or modification would not materially and adversely affect the
Series 2002-CC Certificateholder; provided, that no such amendment shall be
deemed effective without the Trustee's consent, if the Trustee's rights,
duties and obligations hereunder are thereby modified.
Promptly after the effectiveness of any amendment
pursuant to this Section 14, the Transferor shall deliver a copy of such
amendment to each of the Servicer, the Trustee and each Rating Agency.
SECTION 15. Consent Rights. Notwithstanding any other
provision of the Agreement, including Section 6.05 of the Agreement, for so
long as the Series 2002-CC Certificate is held by the Bank One Issuance
Trust or the Collateral Agent on behalf of certain noteholders and other
beneficiaries of the security interest granted by the Bank One Issuance
Trust to the Collateral Agent in the Series 2002-CC Certificate, the Series
2002-CC Certificate shall not be disregarded and will be deemed to be
outstanding for purposes of giving any request, demand, authorization,
direction, notice, consent or waiver under the Agreement.
SECTION 16. Counterparts. This Series Supplement may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all of such counterparts shall together
constitute but one and the same instrument.
SECTION 17. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH 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.
IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this Series 2002-CC Supplement to be duly executed by
their respective officers as of the day and year first above written.
FIRST USA BANK, NATIONAL ASSOCIATION,
Transferor and Servicer
By:
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: First Vice President
THE BANK OF NEW YORK (DELAWARE),
Trustee
By:
-----------------------------
Name:
Title:
Exhibit A
FORM OF SERIES 2002-CC COLLATERAL CERTIFICATE
THIS SERIES 2002-CC CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
STATE SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS SERIES 2002-CC
CERTIFICATE, AGREES THAT IT IS ACQUIRING THIS SERIES 2002-CC CERTIFICATE
FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) AND NOT WITH A VIEW
TO, OR FOR SALE IN CONNECTION WITH, THE PUBLIC DISTRIBUTION HEREOF AND THAT
NEITHER THIS SERIES 2002-CC CERTIFICATE NOR ANY INTEREST HEREIN MAY BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT IN COMPLIANCE WITH
THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE
PROVISIONS OF ANY STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM SUCH PROVISIONS. THE TRANSFER OF THIS SERIES 2002-CC
CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THIS SERIES
2002-CC CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED, ASSIGNED,
EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED, EXCEPT IN ACCORDANCE WITH THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
No. ____
FIRST USA CREDIT CARD MASTER TRUST
SERIES 2002-CC CERTIFICATE
ASSET BACKED CERTIFICATE, SERIES 2002-CC
Evidencing an undivided interest in a trust, the corpus of which consists
of a portfolio of MasterCard (R)* and VISA (R) credit card receivables
generated or acquired by First USA Bank, National Association (the "Bank")
and other assets and interests constituting the Trust under the Pooling and
Servicing Agreement described below.
(Not an interest in or a recourse obligation
of First USA Bank, National Association or any affiliate thereof)
This Investor Certificate certifies that BANK ONE ISSUANCE
TRUST (the "Investor Certificateholder") is the registered owner of an
Undivided Interest in a trust (the "Trust"), the corpus of which consists
of a portfolio of receivables (the "Receivables") now existing or
hereinafter created and arising in connection with selected MasterCard(R)
and VISA (R) credit card accounts (the "Accounts") of First USA Bank,
National Association, a national banking association organized under the
laws of the United States, all monies due or to become due in payment of
the Receivables, the right to Interchange Amounts and the other assets and
interests constituting the Trust pursuant to the Amended and Restated
Pooling and Servicing Agreement, dated as of _________, 2002, as
supplemented by the Series 2002-CC Supplement, dated as of __________, 2002
(collectively, the "Pooling and Servicing Agreement"), by and between First
USA Bank, National Association, as Transferor (the "Transferor") and as
Servicer (the "Servicer") and The Bank of New York (Delaware), as Trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which
is set forth herein.
-------------------
* MasterCard(R) and VISA (R) are registered trademarks of MasterCard
International Incorporated and Visa USA Incorporated,
respectively.
To the extent not defined herein, capitalized terms used
herein have the respective meanings assigned to them in the Pooling and
Servicing Agreement. This Investor Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement, as amended
from time to time, the Investor Certificateholder by virtue of the
acceptance hereof assents and by which the Investor Certificateholder is
bound.
Although a summary of certain provisions of the Pooling and
Servicing Agreement is set forth below, this Investor Certificate is
qualified in its entirety by the terms and provisions of the Pooling and
Servicing Agreement and reference is made to that Pooling and Servicing
Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties
and obligations of the Trustee.
Beginning on __________, 2002 and on each Transfer Date
thereafter, the Trustee shall distribute to the Investor Certificateholder
of record as of the last Business Day of the calendar month preceding such
Transfer Date such amounts as are payable pursuant to the Pooling and
Servicing Agreement and as are requested by the certificate delivered to
the Trustee by the Servicer pursuant to Section 4.06 of the Pooling and
Servicing Agreement. The Series 2002-CC Termination Date is the earlier to
occur of (i) the day after the Transfer Date on which the Invested Amount
of the Series 2002- CC Certificate is paid in full and (ii) the Trust
Termination Date. Principal with respect to the Series 2002-CC Certificate
will be paid under the circumstances described in the Pooling and Servicing
Agreement.
Pursuant to Section 6.15 of the Pooling and Servicing
Agreement, the Investor Certificateholder may purchase Additional Invested
Amounts on the terms and conditions specified therein. The Investor
Certificateholder is authorized to record on the grid attached to its
Certificate (or at such Investor Certificateholder's option, in its
internal books and records) the date and amount of any Additional Invested
Amount purchased by it, and each payment thereof; provided that failure to
make any such recordation on such grid or any error in such grid shall not
adversely affect such Investor Certificateholder's rights with respect to
its Invested Amount and its right to receive interest payments in respect
of the Invested Amount held by such Investor Certificateholder.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Investor
Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement, or be valid for any purpose.
This Investor Certificate shall constitute a "security"
within the meaning of (i) Article 8 of the Uniform Commercial Code
(including Section 8-102(a)(15) thereof) as in effect from time to time in
the State of Delaware and (ii) the Uniform Commercial Code of any other
applicable jurisdiction that currently or hereinafter substantially
includes the 1994 revisions to Article 8 thereof as adopted by the American
Law Institute and the National Conference of Commissioners on Uniform State
Laws and approved by the American Bar Association on February 14, 1995.
This Investor Certificate shall be governed by and construed
in accordance with the laws of the State of Delaware, without regard to the
conflict of law principles thereof.
IN WITNESS WHEREOF, the Transferor has caused this Series
2002-CC Certificate to be duly executed on this ___ day of __________,
2002.
FIRST USA BANK, NATIONAL ASSOCIATION
By:__________________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is the Series 2002-CC Certificate referred to in the
within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK (DELAWARE)
as Authenticating Agent
By:__________________________________
Name:
Title:
Date: __________, 2002
Beginning Additional Principal Ending
Invested Invested Payment Invested
Date Amount Amount Amount
---- --------- ---------- --------- --------
Exhibit B
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
FIRST USA BANK, NATIONAL ASSOCIATION
FIRST USA CREDIT CARD MASTER TRUST, SERIES 2002-CC
Monthly Period:
Transfer Date:
The undersigned, a duly authorized representative of First USA Bank,
National Association (the "Bank"), as Servicer, pursuant to the Amended and
Restated Pooling and Servicing Agreement dated as of [ ], 2002 (the
"Pooling and Servicing Agreement") and the Series 2002-CC Supplement, dated
as of [ ], 2002 (the "Supplement"), by and between the Bank and The Bank of
New York (Delaware), as Trustee (the "Trustee"), does hereby certify as
follows:
I. Capitalized terms used in this Certificate have their
respective meanings set forth in the Pooling and
Servicing Agreement; provided, that the preceding
"Monthly Period" shall mean the Monthly Period
immediately preceding the calendar month in which this
Certificate is delivered. References herein to certain
sections and subsections are references to the respective
sections and subsections of the Pooling and Servicing
Agreement. This Certificate is delivered pursuant to
Section 4.06 of the Pooling and Servicing Agreement.
II. The Bank is Servicer under the Pooling and Servicing
Agreement.
III. The undersigned is a Servicing Officer.
IV. The date of this notice is a Determination Date under the
Pooling and Servicing Agreement.
A. Instruction to make deposits and withdrawals
1. Pursuant to subsection 4.06(a), the amount to be paid to the
Series 2002-CC Certificateholder on the Transfer
Date in respect of Collections of Finance Charge Receivables $
2. Pursuant to subsection 4.06(b)(i), the amount to be paid to the
Series 2002-CC Certificateholder on the Transfer
Date in respect of Collections of Principal Receivables
allocated to Series 2002-CC $
3. Pursuant to subsection 4.06(b)(ii), the amount to be paid to the
Series 2002-CC Certificateholder on the Transfer Date in respect
of Remaining Excess Principal Collections from other Series $
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 C
---------
MONTHLY CERTIFICATEHOLDERS' STATEMENT
FIRST USA BANK, NATIONAL ASSOCIATION
FIRST USA CREDIT CARD MASTER TRUST, SERIES 2002-CC
Monthly Period:
Transfer Date:
Under Section 5.02 of the Amended and Restated Pooling and Servicing
Agreement dated as of [ ], 2002 (the "Pooling and Servicing Agreement") by
and between First USA Bank, National Association (the "Bank") and The Bank
of New York (Delaware), as trustee (the "Trustee"), the Bank, as Servicer,
is required to prepare certain information each month regarding current
distributions to Certificateholders and the performance of the First USA
Credit Card Master Trust (the "Trust") during the previous month. The
information which is required to be prepared with respect to
theDistribution Date noted above and with respect to the performance of
theTrust during the month noted above is set forth below. Capitalized terms
used in this Monthly Certificateholders' Statement have their respective
meanings set forth in the Pooling and Servicing Agreement.
A. Information Regarding the Current Monthly Distribution
1. The total amount to be distributed to Certificateholders on the
Transfer Date $
2. The amount set forth in item 1 above representing Collections of
Principal Receivables allocated to Series 2002-CC $
3. The amount set forth in item 1 above representing Remaining Excess
Principal Collections allocated to Series 2002-CC $
4. The amount of the distribution set forth in 1 above representing
Collections of Finance Charge Receivables allocated to Series 2002-CC
as well as any other amounts to be treated as Series 2002-CC Finance
Charge Collections
B. Information Regarding the Performance of the Trust
1. The aggregate amount of Receivables in the Trust as of the last day
of the Monthly Period $
2. The aggregate amount of Principal Receivables in the Trust as of the
last day of the Monthly Period $
3. The Invested Amount as of the last day of the Monthly Period $
4. The Invested Amount used in calculating the Floating Allocation
Percentage for the current Monthly Period $
5. The Invested Amount used in calculating the Principal Allocations
Percentage for the current Monthly Period $
6. The aggregate amount of outstanding balances in the Accounts which
were delinquent as of the end of the day of the last day of the
Monthly Period
(a) 30-59 days $
(b) 60-89 days $
(c) 90-119 days $
(d) 120-149 days $
(e) 150-179 days $
Total $
7. The aggregate amount of all defaulted Principal Receivables written
off as uncollectible during the Monthly Period allocable to the
Invested Amount (the aggregate "Investor Default Amount") $
8. The amount of the Investor Monthly Servicing Fee payable to the
Servicer for the Monthly Period $
9. The total Additional Invested Amount to be added to the Invested
Amount on the 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:
