Exhibit 4.13
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BANK ONE ISSUANCE TRUST
as Issuer
CLASS A(2002-1) TERMS DOCUMENT
dated as of May 22, 2002
to
ONESERIES INDENTURE SUPPLEMENT
dated as of May 1, 2002
to
INDENTURE
dated as of May 1, 2002
XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
as Indenture Trustee and Collateral Agent
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THIS CLASS A(2002-1) TERMS DOCUMENT (this "Terms Document"),
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by and between BANK ONE ISSUANCE TRUST, a statutory business trust created under
the laws of the State of Delaware (the "Issuer"), having its principal office at
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c/o Wilmington Trust Company, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx
00000-0000, and XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national
banking association, as indenture trustee (the "Indenture Trustee") and
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collateral agent (the "Collateral Agent"), is made and entered into as of May
22, 2002.
Pursuant to this Terms Document, the Issuer and the Indenture
Trustee shall create a new Tranche of ONEseries Class A Notes and shall specify
the principal terms thereof.
ARTICLE I
Definitions and Other Provisions of General Application
Section 1.1 Definitions. For all purposes of this Terms Document, except as
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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 include the plural as
well as the singular;
(2) all other terms used herein which are defined in the
Indenture Supplement, the Indenture or the Asset Pool
Supplement, 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 Terms Document to designated
"Articles," "Sections" and other subdivisions are to the
designated Articles, Sections and other subdivisions of this
Terms Document as originally executed;
(5) the words "herein," "hereof" and "hereunder" and other
words of similar import refer to this Terms Document as a
whole and not to any particular Article, Section or other
subdivision;
(6) 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 Supplement, the Indenture
or the Asset Pool Supplement, the terms and provisions of this
Terms Document shall be controlling;
(7) each capitalized term defined herein shall relate only to
the Class A(2002-1) Notes and no other Tranche of ONEseries
Notes issued by the Issuer; and
(8) "including" and words of similar import will be deemed to
be followed by "without limitation."
"Asset Pool Supplement" means the Asset Pool One Supplement to
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the Indenture, dated as of May 1, 2002 among the Issuer, the Indenture Trustee
and the Collateral Agent, as amended, supplemented, restated or otherwise
modified from time to time.
"Base Rate" has the meaning specified in the Indenture
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Supplement.
"BDL" means Banque de Luxembourg.
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"Calculation Agent" is defined in Section 2.4(a).
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"Class A(2002-1) Adverse Event" means the occurrence of any of
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the following: (a) an Early Amortization Event with respect to the Class
A(2002-1) Notes, (b) an Event of Default and acceleration of the Class A(2002-1)
Notes, (c) the Class A Usage of the Class B Required Subordinated Amount for the
Class A(2002-1) Notes becomes greater than zero or (d) the Class A Usage of the
Class C Required Subordinated Amount for the Class A(2002-1) Notes becomes
greater than zero.
"Class A(2002-1) Note" means any Note, substantially in the
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form set forth in Exhibit A-1 to the Indenture Supplement, designated therein as
a Class A(2002-1) Note and duly executed and authenticated in accordance with
the Indenture.
"Class A(2002-1) Noteholder" means a Person in whose name a
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Class A(2002-1) Note is registered in the Note Register.
"Class A(2002-1) Termination Date" means the earliest to occur
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of (a) the Principal Payment Date on which the Outstanding Dollar Principal
Amount of the Class A(2002-1) Notes is paid in full, (b) the Legal Maturity Date
and (c) the date on which the Indenture is discharged and satisfied pursuant to
Article V thereof.
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"Class A Required Subordinated Amount of Class B Notes" is
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defined in Section 2.2(a).
"Class A Required Subordinated Amount of Class C Notes" is
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defined in Section 2.2(b).
"Controlled Accumulation Amount" means $83,333,334; provided,
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however, if the Accumulation Period Length is determined to be less than twelve
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months pursuant to Section 3.12(b)(ii) of the Indenture Supplement, the
Controlled Accumulation Amount for any Note Transfer Date with respect to the
Class A(2002-1) Notes will be the amount specified in the definition of
"Controlled Accumulation Amount" in the Indenture Supplement.
"Excess Spread Percentage" has the meaning specified in the
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Indenture Supplement.
"Indenture" means the Indenture, dated as of May 1, 2002,
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between the Issuer and the Indenture Trustee, as the same may be amended,
supplemented, restated or otherwise modified from time to time.
"Indenture Supplement" means the ONEseries Indenture
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Supplement, dated as of May 1, 2002, between the Issuer, the Indenture Trustee
and the Collateral Agent, as the same may be amended, supplemented, restated or
otherwise modified from time to time.
"Initial Dollar Principal Amount" means $1,000,000,000.
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"Interest Payment Date" means June 17, 2002 and the 15/th/ day
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of each month thereafter, or if such 15/th/ day is not a Business Day, the next
succeeding Business Day.
"Interest Period" means, with respect to any Interest Payment
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Date, the period from and including the previous Interest Payment Date (or in
the case of the initial Interest Payment Date, from and including the Issuance
Date) to but excluding such Interest Payment Date.
"Issuance Date" means May 22, 2002.
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"Legal Maturity Date" means January 15, 2010.
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"LIBOR" means, for any Interest Period, the London interbank
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offered rate for one-month United States dollar deposits determined by the
Trustee on the LIBOR Determination Date for each Interest Period in accordance
with the provisions of Section 2.4.
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"LIBOR Determination Date" means (1) May 20, 2002 for the
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period from and including the Issuance Date through but excluding June 17, 2002
and (2) for each interest period thereafter, the second London Business Day
prior to the commencement of the second and each subsequent Interest Period.
"London Business Day" means any Business Day on which dealings
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in deposits in United States Dollars are transacted in the London interbank
market.
"Note Interest Rate" means a rate per annum equal to 0.11% in
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excess of LIBOR as determined by the Calculation Agent on the related LIBOR
Determination Date with respect to each Interest Period.
"Paying Agent" means Xxxxx Fargo Bank Minnesota, National
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Association.
"Portfolio Yield" has the meaning specified in the Indenture
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Supplement.
"Predecessor Note" means, with respect to any particular Note,
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every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note; and, for the purpose of this definition, any
Note authenticated and delivered under Section 3.06 of the Indenture in lieu of
a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same
debt as the mutilated, lost, destroyed or stolen Note.
"Record Date" means, for any Note Transfer Date, the last
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Business Day of the preceding Monthly Period.
"Reference Banks" means four major banks in the London
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interbank market selected by the Beneficiary.
"Scheduled Principal Payment Date" means May 15, 2007.
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"Stated Principal Amount" means $1,000,000,000.
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"Telerate Page 3750" means the display page currently so
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designated on the Bridge Telerate Market Report (or such other page as may
replace that page on that service for the purpose of displaying comparable rates
or prices).
"Tranche" has the meaning specified in the Indenture.
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Section 1.2 Governing Law. THIS TERMS DOCUMENT WILL BE CONSTRUED IN
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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 PAR-
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TIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 1.3 Counterparts. This Terms Document may be executed in any number
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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.
Section 1.4 Ratification of Indenture and Indenture Supplement. As
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supplemented by this Terms Document, each of the Indenture, the Asset Pool
Supplement and the Indenture Supplement is in all respects ratified and
confirmed and the Indenture as so supplemented by the Asset Pool Supplement and
the Indenture Supplement as so supplemented by this Terms Document shall be
read, taken and construed as one and the same instrument.
[END OF ARTICLE I]
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ARTICLE II
The Class A(2002-1) Notes
Section 2.1 Creation and Designation. There is hereby created a Tranche of
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ONEseries Class A Notes to be issued pursuant to the Indenture and the Indenture
Supplement to be known as the "ONEseries Class A(2002-1) Notes."
Section 2.2 Specification of Required Subordinated Amount and Other Terms.
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(a) For the Class A(2002-1) Notes for any date of determination,
the Class A Required Subordinated Amount of Class B Notes will be an amount
equal to 8.47953% of (i) prior to the occurrence of a Class A(2002-1) Adverse
Event, the Adjusted Outstanding Dollar Principal Amount of the Class A(2002-1)
Notes on such date of determination or (ii) on and after the date on which a
Class A(2002-1) Adverse Event shall have occurred, the greater of (1) the
Adjusted Outstanding Dollar Principal Amount of the Class A(2002-1) Notes on
such date of determination and (2) the Adjusted Outstanding Dollar Principal
Amount of the Class A(2002-1) Notes as of the close of business on the day
immediately preceding the date on which such Class A(2002-1) Adverse Event shall
have occurred.
(b) For the Class A(2002-1) Notes for any date of determination,
the Class A Required Subordinated Amount of Class C Notes will be an amount
equal to 8.47953% of (i) prior to the occurrence of a Class A(2002-1) Adverse
Event, the Adjusted Outstanding Dollar Principal Amount of the Class A(2002-1)
Notes on such date or (ii) on and after the date on which a Class A(2002-1)
Adverse Event shall have occurred, the greater of (1) the Adjusted Outstanding
Dollar Principal Amount of the Class A(2002-1) Notes on such date of
determination and (2) Adjusted Outstanding Dollar Principal Amount of the Class
A(2002-1) Notes as of the close of business on the day immediately preceding the
date on which such Class A(2002-1) Adverse Event shall have occurred.
(c) The Issuer may change the percentages or the formulas set forth
in either clause (a) or (b) above without the consent of any Noteholder so long
as the Issuer has (i) received written confirmation from each Note Rating Agency
that has rated any Outstanding Class A(2002-1) Notes of the ONEseries that the
change in either of such percentages or formulas, as applicable, will not result
in a Ratings Effect with respect to any Outstanding Class A(2002-1) Notes and
(ii) delivered to the Indenture Trustee and the Note Rating Agencies a Master
Trust Tax Opinion and an Issuer Tax Opinion.
Section 2.3 Interest Payment.
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(a) For each Interest Payment Date, the amount of interest due with
respect to the Class A(2002-1) Notes shall be an amount equal to the product of
(i) (A) a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denomina-
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tor of which is 360, times (B) the Note Interest Rate in effect with respect to
the related Interest Period, times (ii) the Outstanding Dollar Principal Amount
of the Class A(2002-1) Notes determined as of the close of business on the
Interest Payment Date preceding the related Note Transfer Date for the Class
A(2002-1) Notes; provided, however, that for the first Interest Payment Date,
the amount of interest due with respect to the Class A(2002-1) Notes shall be an
amount equal to the product of (x) the Outstanding Dollar Principal Amount of
the Class A(2002-1) Notes on the Issuance Date, (y) 26 divided by 360 and (z)
the Note Interest Rate in effect with respect to the Class A(2002-1) Notes
determined on May 20, 2002. Interest on the Class A(2002-1) Notes will be
calculated on the basis of the actual number of days elapsed and a 360-day year.
(b) Pursuant to Section 3.03 of the Indenture Supplement, on each
Note Transfer Date with respect to the Class A(2002-1) Notes, the Indenture
Trustee shall deposit into the Class A(2002-1) Interest Funding Sub-Account the
portion of ONEseries Available Finance Charge Collections allocable to the Class
A(2002-1) Notes.
Section 2.4 Calculation Agent; Determination of LIBOR.
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(a) The Issuer hereby agrees that for so long as any Class
A(2002-1) Notes are Outstanding, there shall at all times be an agent appointed
to calculate LIBOR for each Interest Period (the "Calculation Agent"). The
Issuer hereby initially appoints the Indenture Trustee as the Calculation Agent
for purposes of determining LIBOR for each Interest Period. The Calculation
Agent may be removed by the Issuer at any time. If the Calculation Agent is
unable or unwilling to act as such or is removed by the Issuer, or if the
Calculation Agent fails to determine LIBOR for an Interest Period, the Issuer
shall promptly appoint a replacement Calculation Agent that does not control or
is not controlled by or under common control with the Issuer or its Affiliates.
The Calculation Agent may not resign its duties, and the Issuer may not remove
the Calculation Agent, without a successor having been duly appointed.
(b) On each LIBOR Determination Date, the Calculation Agent shall
determine LIBOR on the basis of the rate for deposits in United States dollars
for a one-month period which appears on Telerate Page 3750 or on such comparable
system as is customarily used to quote LIBOR as of 11:00 a.m., London time, on
such date. If such rate does not appear on Telerate Page 3750 or on a comparable
system as is customarily used to quote LIBOR the rate for that LIBOR
Determination Date shall be determined on the basis of the rates at which
deposits in United States dollars are offered by the Reference Banks at
approximately 11:00 a.m., London time, on that day to prime banks in the London
interbank market for a one-month period. The Calculation Agent shall request the
principal London office of each of the Reference Banks to provide a quotation of
its rate. If at least two such quotations are provided, the rate for that LIBOR
Determination Date shall be the arithmetic mean of the quotations. If fewer than
two quotations are provided as requested, the rate for that LIBOR Determination
Date will be the arithmetic mean of the rates quoted by major banks in New York
City, selected by the Benefi-
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ciary, at approximately 11:00 a.m., New York City time, on that day for loans in
United States dollars to leading European banks for a one-month period.
(c) The Note Interest Rate applicable to the then current and the
immediately preceding Interest Periods may be obtained by telephoning the
Indenture Trustee at its corporate trust office at (000) 000-0000 or such other
telephone number as shall be designated by the Indenture Trustee for such
purpose by prior written notice by the Indenture Trustee to each Noteholder from
time to time.
(d) On each LIBOR Determination Date, the Calculation Agent shall
send to the Indenture Trustee and the Beneficiary, by facsimile transmission,
notification of LIBOR for the following Interest Period.
Section 2.5 Payments of Interest and Principal.
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(a) Any installment of interest or principal, if any, payable on
any Class A(2002-1) Note which is punctually paid or duly provided for by the
Issuer and the Indenture Trustee on the applicable Interest Payment Date or
Principal Payment Date shall be paid by the Paying Agent to the Person in whose
name such Class A(2002-1) Note (or one or more Predecessor Notes) is registered
on the Record Date, by wire transfer of immediately available funds to such
Person's account as has been designated by written instructions received by the
Paying Agent from such Person not later than the close of business on the third
Business Day preceding the date of payment or, if no such account has been so
designated, by check mailed first-class, postage prepaid to such Person's
address as it appears on the Note Register on such Record Date, except that with
respect to Notes registered on the Record Date in the name of the nominee of
Cede & Co., payment shall be made by wire transfer in immediately available
funds to the account designated by such nominee.
(b) The right of the Class A(2002-1) Noteholders to receive
payments from the Issuer will terminate on the first Business Day following the
Class A(2002-1) Termination Date.
Section 2.6 Form of Delivery of Class A(2002-1) Notes; Depository;
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Denominations.
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(a) The Class A(2002-1) Notes shall be delivered in the form of a
global Registered Note as provided in Sections 2.02 and 3.01(i) of the
Indenture, respectively.
(b) The Depository for the Class A(2002-1) Notes shall be The
Depository Trust Company, and the Class A(2002-1) Notes shall initially be
registered in the name of Cede & Co., its nominee.
(c) The Class A(2002-1) Notes will be issued in minimum
denominations of $1,000 and integral multiples of that amount.
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Section 2.7 Delivery and Payment for the Class A(2002-1) Notes. The Issuer
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shall execute and deliver the Class A(2002-1) Notes to the Indenture Trustee for
authentication, and the Indenture Trustee shall deliver the Class A(2002-1)
Notes when authenticated, each in accordance with Section 3.03 of the Indenture.
Section 2.8 Supplemental Indenture. The Issuer may enter into a
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supplemental indenture with respect to the Class A(2002-1) Notes as provided in
Section 9.01 of the Indenture, provided, however, that any supplemental
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indenture which provides for an additional or alternative form of credit
enhancement for the Class A(2002-1) Notes shall, in addition to the requirements
set forth in Section 9.01 of the Indenture, require confirmation from the Note
Rating Agencies that have rated any Outstanding Notes of the ONEseries that such
change in credit enhancement will not result in a Ratings Effect with respect to
any Outstanding Notes of the ONEseries.
Section 2.9 Appointment of co-Paying Agent and co-Transfer Agent. BDL is
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appointed as co-paying agent and as co-transfer agent in Luxembourg with respect
to the Class A(2002-1) Notes for so long as the Class A(2002-1) Notes are listed
on the Luxembourg Stock Exchange. Any reference in this Terms Document, the
Indenture Supplement, the Asset Pool Supplement and the Indenture to the Paying
Agent or the Transfer Agent shall be deemed to include BDL as co-paying agent or
co-transfer agent, as the case may be, unless the context requires otherwise.
[END OF ARTICLE II]
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IN WITNESS WHEREOF, the parties hereto have caused this Terms Document to
be duly executed, all as of the day and year first above written.
BANK ONE ISSUANCE TRUST
By: FIRST USA BANK, NATIONAL ASSOCIATION,
as Beneficiary and not in its
individual capacity
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxxx
Title: First Vice President
XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, as Indenture Trustee and
Collateral Agent
By: /s/ Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxxx
Title: Assistant Vice President
TABLE OF CONTENTS
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PAGE
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ARTICLE I
Definitions and Other Provisions of General Application
Section 1.1 Definitions ........................................................... 1
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Section 1.2 Governing Law ......................................................... 4
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Section 1.3 Counterparts .......................................................... 4
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Section 1.4 Ratification of Indenture and Indenture Supplement .................... 4
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ARTICLE II
The Class A(2002-1) Notes
Section 2.1 Creation and Designation .............................................. 5
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Section 2.2 Specification of Required Subordinated Amount and Other Terms ......... 5
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Section 2.3 Interest Payment ...................................................... 6
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Section 2.4 Calculation Agent; Determination of LIBOR. ............................ 6
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Section 2.5 Payments of Interest and Principal .................................... 7
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Section 2.6 Form of Delivery of Class A(2002-1) Notes; Depository; Denominations .. 8
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Section 2.7 Delivery and Payment for the Class A(2002-1) Notes .................... 8
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Section 2.8 Supplemental Indenture ................................................ 8
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Section 2.9 Appointment of co-Paying Agent and co-Transfer Agent .................. 8
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