EXHIBIT 99
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FIRST USA BANK
Transferor and Servicer
and
THE BANK OF NEW YORK (DELAWARE)
on behalf of the Certificateholders
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SERIES 1997-2 SUPPLEMENT
Dated as of May 8, 1997
to
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1992, as amended
-----------------------------
$602,410,000
FIRST USA CREDIT CARD MASTER TRUST
Series 1997-2
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TABLE OF CONTENTS
Page
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SECTION 1. Designation............................................... 1
SECTION 2. Definitions............................................... 2
SECTION 3. Reassignment and Transfer Terms........................... 27
SECTION 4. Delivery and Payment for the
Series 1997-2 Certificates................................ 27
SECTION 5. Depositary; Form of Delivery of
Series 1997-2 Certificates................................ 27
SECTION 6. Article IV of Agreement................................... 27
Article IV Rights of Certificateholders and
Allocation and Application of
Collections............................................... 29
Section 4.04 Rights of Certificateholders.............................. 29
Section 4.05 Collections and Allocation................................ 29
Section 4.06 Determination of Monthly Interest
for the Series 1997-2 Certificates........................ 35
Section 4.07 Determination of Monthly Principal........................ 38
Section 4.08 Coverage of Required Amount for the
Investor Certificates..................................... 39
Section 4.09 Monthly Payments.......................................... 40
Section 4.10 Payment of Certificate Interest........................... 46
Section 4.11 [Reserved]................................................ 46
Section 4.12 Investor Charge-Offs...................................... 46
Section 4.13 Excess Finance Charge Collections for
the Series 1997-2 Certificates............................ 48
Section 4.14 Reallocated Principal Collections for
the Series 1997-2 Certificates............................ 51
Section 4.15 Determination of LIBOR.................................... 53
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Page
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Section 4.16 Principal Funding Account................................. 54
Section 4.17 Reserve Account........................................... 55
SECTION 7. Article V of the Agreement................................ 58
Article V Distributions and Reports to
Investor Certificateholders............................... 58
Section 5.01 Distributions............................................. 58
Section 5.02 Monthly Certificateholders'
Statement................................................. 60
Section 5.03 Rule 144A Information..................................... 62
SECTION 8. Series 1997-2 Pay Out Events.............................. 62
SECTION 9. Series 1997-2 Termination................................. 64
SECTION 10. Periodic Finance Charges and
Other Fees................................................ 64
SECTION 11. Transfers of CIA
Certificates; Legends..................................... 64
SECTION 12. Compliance with Withholding
Requirements.............................................. 69
SECTION 13. Tax Characterization of the
CIA Certificates.......................................... 70
SECTION 14. ERISA Legend.............................................. 70
SECTION 15. Amendment and Ratification
of Agreement.............................................. 71
SECTION 16. Counterparts.............................................. 71
SECTION 17. GOVERNING LAW............................................. 71
SECTION 18. Additional Representations and
Warranties of the Servicer................................ 71
SECTION 19. Appointment of co-Paying Agent,
co-Transfer Agent and co-Registrar........................ 72
ii
EXHIBITS
EXHIBIT A Form of Class A Certificate
EXHIBIT B Form of Class B Certificate
EXHIBIT C Form of CIA Certificate
EXHIBIT D DTC Letter of Representations
EXHIBIT E Form of Monthly Allocations and Payment In-
structions
EXHIBIT F Form of Monthly Certificateholders'
Statement
EXHIBIT G Form of Transferee Representation Letter
iii
SERIES 1997-2 SUPPLEMENT, dated as of May 8, 1997 (this "Series
------
Supplement") by and between FIRST USA BANK, a Delaware chartered banking
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corporation, as Transferor and Servicer, and THE BANK OF NEW YORK (DELAWARE), as
Trustee under the Pooling and Servicing Agreement dated as of September 1, 1992
between FIRST USA BANK, as Transferor and Servicer, and the Trustee, as amended
(the "Agreement").
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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 Investor Certificates of Series 1997-2 (the "Series 1997-2
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Certificates").
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Pursuant to this Series Supplement, the Transferor and the Trustee
shall create a new Series of Investor Certificates and shall specify the
Principal Terms thereof. The Series 1997-2 Certificates shall not be
subordinated to any other Series.
SECTION 1. Designation. There is hereby created a Series of Investor
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Certificates to be issued pursuant to the Agreement and this Series Supplement
to be known generally as the "Series 1997-2 Certificates." The Series 1997-2
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Certificates shall be issued in three Classes, which shall be designated
generally as the Class A Floating Rate Asset Backed Certificates, Series 1997-2
(the "Class A Certificates"), the Class B Floating Rate Asset Backed
--------------------
Certificates, Series 1997-2 (the "Class B Certificates") and the CIA
--------------------
Certificates, Series 1997-2 (the "CIA Certificates"). The CIA Certificates will
----------------
be treated as a Class of Certificates for all purposes under the Agreement and
this Series Supplement; provided, however, that the provisions of subsection
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6.09(b) with respect to the delivery of an Opinion of Counsel to the effect that
a newly issued Series of Investor Certificates will be treated as debt for
Federal income tax purposes will not apply to the CIA Certificates.
SECTION 2. Definitions. In the event that any term or provision
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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
1997-2 Certificates and to no other Series of Certificates issued by the Trust.
"Accumulation Period" shall mean, unless a Pay Out Event shall have
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occurred prior thereto, the period commencing at the close of business on April
30, 2003 or such later date as is determined in accordance with subsection
4.09(i) of the Agreement and ending on the first to occur of (a) the
commencement of the Rapid Amortization Period and (b) the Series 1997-2
Termination Date.
"Accumulation Period Factor" shall mean, for any Monthly Period, a
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fraction, the numerator of which is equal to the sum of the initial invested
amounts of all outstanding Series, and the denominator of which is equal to the
sum of (a) the Initial Invested Amount, (b) the initial invested amounts of all
outstanding Series (other than Series 1997-2) which are not expected to be in
their revolving periods during such Monthly Period, and (c) the initial invested
amounts of all other outstanding Series which are not allocating Excess
Principal Collections and are expected to be in their revolving periods during
such Monthly Period.
"Accumulation Period Length" shall have the meaning assigned such term
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in subsection 4.09(i) of the Agreement.
"Accumulation Shortfall" shall initially mean zero and shall
----------------------
thereafter mean, with respect to any Monthly Period during the Accumulation
Period, the excess, if any, of the Controlled Deposit Amount for the previous
Monthly Period over the amount deposited into the Principal Funding Account
pursuant to subsections 4.09(e)(i), 4.09(e)(ii) and 4.09(e)(iii) of the
Agreement with respect to the Series 1997-2 Certificates for the previous
Monthly Period.
2
"Adjusted Invested Amount" shall mean, with respect to any date of
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determination, an amount equal to the sum of the Class A Adjusted Invested
Amount, the Class B Adjusted Invested Amount and the CIA Adjusted Invested
Amount.
"Agreement" shall mean the Pooling and Servicing Agreement dated as of
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September 1, 1992 between First USA Bank, as Transferor and Servicer, and the
Trustee, as amended.
"Amortization Period" shall mean, with respect to the Series 1997-2
-------------------
Certificates, the period commencing on the earlier of (a) the first day of the
Accumulation Period, or (b) the Pay Out Commencement Date, and continuing to and
including the earlier of (i) the payment in full to the Class A
Certificateholders of the Class A Invested Amount, to the Class B
Certificateholders of the Class B Invested Amount and to the CIA
Certificateholders of the CIA Invested Amount, and (ii) the Scheduled Series
1997-2 Termination Date.
"Assignee" shall have the meaning specified in subsection 11(a) of
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this Series Supplement.
"Available Investor Principal Collections" shall mean, with respect to
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any Monthly Period, an amount equal to (a) the sum of (i) an amount equal,
during the Revolving Period, to the Floating Allocation Percentage or, during
the Amortization Period, to the Fixed/Floating Allocation Percentage of
Collections of Principal Receivables with respect to such Monthly Period, (ii)
any Unallocated Principal Collections allocated to the Investor Certificates on
deposit in the Principal Account on the following Distribution Date, (iii) the
amount, if any, of Collections of Finance Charge Receivables and Excess Finance
Charge Collections to be distributed pursuant to subsection 4.09(a)(iii) with
respect to the following Distribution Date, and (iv) the amount, if any, of
Excess Finance Charge Collections to be distributed pursuant to subsections
4.13(b), (d), (e), (h) and (i) on the following Transfer Date, minus (b) the
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amount of Reallocated Principal Collections with respect to such Monthly Period
which are required to fund a deficiency pursuant to Section 4.14 for such
Distribution Date, if any.
"Available Reserve Account Amount" shall mean, with respect to any
--------------------------------
Transfer Date, the lesser of (a) the
3
amount on deposit in the Reserve Account as of such date (before giving effect
to any deposit or withdrawal made or to be made pursuant to subsection 4.13(j)
to the Reserve Account on such date) and (b) the Required Reserve Account
Amount.
"Average Principal Balance" shall mean, for a Monthly Period in which
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Additional Accounts are designated for inclusion in or Removed Accounts are
designated for removal from the Trust, the weighted average of the Principal
Receivables in the Trust at the end of the day on the last day of the prior
Monthly Period and the Principal Receivables in the Trust at the end of the day
on the related Addition Date or Removal Date, as applicable, weighted,
respectively, by a fraction, the numerator of which is the number of days from
and including the first day of such Monthly Period to but excluding the related
Addition Date or Removal Date, as applicable, and the denominator of which is
the number of days in such Monthly Period, and by a fraction, the numerator of
which is the number of days from and including the related Addition Date or
Removal Date, as applicable, to and including the last day of such Monthly
Period, and the denominator of which is the number of days in such Monthly
Period.
"Base Rate" shall mean, with respect to any Monthly Period, the sum of
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the weighted average of the Class A Certificate Rate, the Class B Certificate
Rate and the CIA Certificate Rate as of the last day of such Monthly Period
(weighted based on the Class A Invested Amount, the Class B Invested Amount and
the CIA Invested Amount, respectively, as of the last day of such Monthly
Period) plus the product of 2.00% and the percentage equivalent of a fraction
the numerator of which is the Adjusted Invested Amount and the denominator of
which is the Invested Amount each as of the last day of such Monthly Period.
"BDL" shall mean Banque de Luxembourg.
---
"Business Day" shall mean, for the purpose of determining LIBOR, any
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day other than a Saturday, Sunday or day on which banking institutions in
London, England, trading in Dollar deposits in the London interbank market, or
banking institutions in New York, New York, or in Newark, Delaware, are
authorized or obligated by law or executive order to be closed and for all other
purposes shall have the meaning provided in the Agreement.
4
"Calculation Date" shall mean June 12, 1997 and the second Business
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Day (as defined for purposes of determining LIBOR) prior to the 15th day of each
calendar month thereafter, or if such 15th day is not a Business Day, the next
succeeding Business Day.
"CIA Account Percentage" shall mean, with respect to any Determination
----------------------
Date, the percentage equivalent of a fraction, the numerator of which is the
aggregate amount deposited in the Principal Funding Account on prior Transfer
Dates pursuant to subsection 4.09(e)(iii) and the denominator of which is the
aggregate amount on deposit in the Principal Funding Account as of the last day
of the preceding Monthly Period.
"CIA Adjusted Invested Amount" shall mean, with respect to any date of
----------------------------
determination, an amount not less than zero equal to the CIA Invested Amount
minus the excess, if any, of the Principal Funding Account Balance over the sum
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of the Class A Invested Amount and the Class B Invested Amount on such date of
determination.
"CIA Available Funds" shall mean, with respect to any Monthly Period,
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an amount equal to the sum of (a) the CIA Floating Allocation Percentage of the
Collections of Finance Charge Receivables in respect of such Monthly Period and
(b) with respect to any Monthly Period during the Accumulation Period prior to
the payment in full of the CIA Invested Amount, the product of (i) the CIA
Account Percentage and (ii) the sum of the Principal Funding Investment Proceeds
pursuant to subsection 4.16(b) of the Agreement, if any, with respect to the
related Transfer Date and the amounts, if any, to be withdrawn from the Reserve
Account which will be deposited into the Finance Charge Account on the related
Transfer Date pursuant to subsections 4.17(b), 4.17(d), 4.17(e) and 4.17(f) of
the Agreement.
"CIA Certificateholder" shall mean the Person in whose name a CIA
---------------------
Certificate is registered in the Certificate Register.
"CIA Certificateholders' Interest" shall mean the portion of the
--------------------------------
Series 1997-2 Certificateholders' Interest evidenced by the CIA Certificates.
"CIA Certificate Rate" shall mean a per annum rate of 1.00% in excess
--------------------
of LIBOR, as determined on the
5
related LIBOR Determination Date or such lesser rate as may be designated in the
Spread Account Agreement.
"CIA Certificates" shall mean any of the certificates executed by the
----------------
Transferor and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit C hereto.
"CIA Default Interest" shall have the meaning specified in subsection
--------------------
4.06(c) of the Agreement.
"CIA Fixed/Floating Allocation Percentage" shall mean for any Monthly
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Period during the Amortization Period the percentage equivalent of a fraction,
the numerator of which is the CIA Invested Amount at the end of the last day of
the Revolving Period and the denominator of which is the greater of (a) the
total amount of Principal Receivables in the Trust at the end of the last day of
the preceding Monthly Period and (b) the sum of the numerators used to calculate
fixed/floating allocation percentages with respect to all Series then
outstanding on the applicable Distribution Date; provided, however, that with
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respect to any Monthly Period in which an Addition Date or Removal Date occurs
and the Servicer need not make daily deposits of Collections into the Collection
Account, the denominator determined pursuant to clause (a) shall be the Average
Principal Balance; provided further, however, that with respect to any Monthly
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Period in which an Addition Date or Removal Date occurs and the Servicer is
required to make daily deposits of Collections into the Collection Account, the
denominator determined pursuant to clause (a) hereof shall be (1) the aggregate
amount of Principal Receivables in the Trust at the end of the day on the last
day of the prior Monthly Period for the period from and including the first day
of such Monthly Period to but excluding the related Addition Date or Removal
Date, as applicable, and (2) the aggregate amount of Principal Receivables in
the Trust at the end of the day on the related Addition Date or Removal Date, as
applicable, for the period from and including such Addition Date or Removal
Date, as applicable, to and including the last day of such Monthly Period.
"CIA Floating Allocation Percentage" shall mean, with respect to any
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Monthly Period, the percentage equivalent of a fraction, the numerator of which
is the CIA Adjusted Invested Amount as of the last day of the preceding Monthly
Period and the denominator of which is
6
the total amount of Principal Receivables in the Trust as of the last day of
such preceding Monthly Period; provided however, that, with respect to the first
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Monthly Period, the CIA Floating Allocation Percentage shall mean the percentage
equivalent of a fraction, the numerator of which is the CIA Initial Invested
Amount and the denominator of which is the total amount of Principal Receivables
on the Closing Date; provided further, that with respect to any Monthly Period
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in which an Addition Date or Removal Date occurs and the Servicer need not make
daily deposits of Collections into the Collection Account, the denominator in
the definition of the CIA Floating Allocation Percentage shall be the Average
Principal Balance; provided further, that with respect to any Monthly Period in
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which an Addition Date or Removal Date occurs and the Servicer is required to
make daily deposits of Collections into the Collection Account, the denominator
in the definition of the CIA Floating Allocation Percentage shall be (1) the
aggregate amount of Principal Receivables in the Trust at the end of the day on
the last day of the prior Monthly Period for the period from and including the
first day of such Monthly Period to but excluding the related Addition Date or
Removal Date, as applicable, and (2) the aggregate amount of Principal
Receivables in the Trust at the end of the day on the related Addition Date or
Removal Date, as applicable, for the period from and including such Addition
Date or Removal Date, as applicable, to and including the last day of such
Monthly Period.
"CIA Initial Invested Amount" shall mean the aggregate initial
---------------------------
principal amount of the CIA Certificates, which is $57,230,000.
"CIA Interest Shortfall" shall have the meaning specified in
----------------------
subsection 4.06(c) of the Agreement.
"CIA Invested Amount" shall mean, when used with respect to any date
-------------------
of determination, an amount equal to (a) the CIA Initial Invested Amount, minus
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(b) the aggregate amount of principal payments made to CIA Certificateholders
prior to such day, minus (c) the aggregate amount of CIA Investor Charge-Offs
-----
for all prior Distribution Dates pursuant to subsection 4.12(c) of the
Agreement, minus (d) the amount of the Reallocated Principal Collections
-----
allocated on all prior Distribution Dates pursuant to Section 4.14 of the
Agreement (but in the aggregate not in excess of the CIA Initial Invested
Amount), minus (e) an amount equal to the amount by which
-----
7
the CIA Invested Amount has been reduced on all prior Distribution Dates
pursuant to subsections 4.12(a) and (b) of the Agreement and plus (f) the amount
----
of Excess Finance Charge Collections allocated and available on all prior
Transfer Dates pursuant to subsection 4.13(i) of the Agreement, for the purpose
of reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and
(e); provided, however, that the CIA Invested Amount may not be reduced below
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zero.
"CIA Investor Charge-Offs" shall have the meaning specified in
------------------------
subsection 4.12(c) of the Agreement.
"CIA Investor Default Amount" shall mean, with respect to each
---------------------------
Distribution Date and each Receivable in an Account which became a Defaulted
Account during the related Monthly Period, an amount equal to the product of the
aggregate Default Amount for the related Monthly Period and the CIA Investor
Percentage applicable for the related Monthly Period.
"CIA Investor Percentage" shall mean for any Monthly Period, (a) with
-----------------------
respect to Defaulted Receivables and Finance Charge Receivables at any time or
Principal Receivables during the Revolving Period, the CIA Floating Allocation
Percentage, and (b) with respect to Principal Receivables during the
Amortization Period, the CIA Fixed/Floating Allocation Percentage.
"CIA Monthly Interest" shall mean the monthly interest distributable
--------------------
in respect of the CIA Invested Amount as calculated in accordance with
subsection 4.06(c) of the Agreement.
"CIA Monthly Principal" shall mean the monthly principal distributable
---------------------
in respect of the CIA Invested Amount as calculated in accordance with
subsection 4.07(c) of the Agreement.
"CIA Monthly Servicing Fee" shall mean, with respect to any
-------------------------
Distribution Date, one-twelfth of the product of the Series Servicing Fee
Percentage and the CIA Adjusted Invested Amount on the last day of the preceding
Monthly Period; provided, however, that with respect to the initial Monthly
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Period the CIA Monthly Servicing Fee shall be $56,446.
"CIA Principal Commencement Date" shall mean (a) with respect to the
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Accumulation Period, the first
8
Distribution Date on which an amount equal to the sum of the Class A Invested
Amount and the Class B Invested Amount has been deposited in the Principal
Funding Account and allocated to the Class A Certificates and the Class B
Certificates or (b) with respect to the Rapid Amortization Period, the
Distribution Date on which the Class A Invested Amount and the Class B Invested
Amount have each been paid in full or, if there are no Principal Receivables
allocable to the Investor Certificates remaining after payments have been made
to the Class A Certificates and the Class B Certificates on such Distribution
Date, the Distribution Date following the Distribution Date on which the Class A
Invested Amount and the Class B Invested Amount have each been paid in full.
"CIA Scheduled Payment Date" shall mean the May 2004 Distribution
--------------------------
Date.
"Class A Account Percentage" shall mean, with respect to any
--------------------------
Determination Date, the percentage equivalent of a fraction, the numerator of
which is the aggregate amount deposited in the Principal Funding Account on
prior Transfer Dates pursuant to subsection 4.09(e)(i) and the denominator of
which is the aggregate amount on deposit in the Principal Funding Account as of
the last day of the preceding Monthly Period.
"Class A Adjusted Invested Amount" shall mean, with respect to any
--------------------------------
date of determination, an amount not less than zero equal to the Class A
Invested Amount minus the Principal Funding Account Balance on such date of
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determination.
"Class A Available Funds" shall mean, with respect to any Monthly
-----------------------
Period, an amount equal to the sum of (a) the Class A Floating Allocation
Percentage of the Collections of Finance Charge Receivables in respect of such
Monthly Period and (b) with respect to any Monthly Period during the
Accumulation Period prior to the payment in full of the Class A Invested Amount,
the product of (i) the Class A Account Percentage and (ii) the sum of the
Principal Funding Investment Proceeds pursuant to subsection 4.16(b) of the
Agreement, if any, with respect to the related Transfer Date and the amounts, if
any, to be withdrawn from the Reserve Account which will be deposited into the
Finance Charge Account on the related Transfer Date pursuant to subsections
4.17(b), 4.17(d), 4.17(e) and 4.17(f) of the Agreement.
9
"Class A Certificate Rate" shall mean (i) 5.8175% from and including
------------------------
May 8, 1997 through and including May 16, 1997, (ii) a per annum rate of 0.13%
in excess of LIBOR as determined on May 15, 1997 for the period from and
including May 17, 1997 through and including June 16, 1997, and (iii) a per
annum rate of 0.13% in excess of LIBOR as determined on the related LIBOR
Determination Date with respect to each Interest Period thereafter.
"Class A Certificateholder" shall mean the Person in whose name a
-------------------------
Class A Certificate is registered in the Certificate Register.
"Class A Certificateholders' Interest" shall mean the portion of the
------------------------------------
Series 1997-2 Certificateholders' Interest evidenced by the Class A
Certificates.
"Class A Certificates" shall mean any of the certificates executed by
--------------------
the Transferor and authenticated by or on behalf of the Trustee, substantially
in the form of Exhibit A hereto.
"Class A Default Interest" shall have the meaning specified in
------------------------
subsection 4.06(a) of the Agreement.
"Class A Floating Allocation Percentage" shall mean, with respect to
--------------------------------------
any Monthly Period, the percentage equivalent of a fraction, the numerator of
which is the Class A Adjusted Invested Amount as of the last day of the
preceding Monthly Period and the denominator of which is the total amount of
Principal Receivables in the Trust as of the last day of such preceding Monthly
Period; provided however, that, with respect to the first Monthly Period, the
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Class A Floating Allocation Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Class A Initial Invested Amount and the
denominator of which is the total amount of Principal Receivables in the Trust
on the Closing Date; provided further, that with respect to any Monthly Period
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in which an Addition Date or a Removal Date occurs and the Servicer need not
make daily deposits of Collections into the Collection Account, the denominator
in the definition of the Class A Floating Allocation Percentage shall be the
Average Principal Balance; provided further, that with respect to any Monthly
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Period in which an Addition Date or Removal Date occurs and the Servicer is
required to make daily deposits of Collections into the Collection Account, the
denominator in the definition of the Class A
10
Floating Allocation Percentage shall be (1) the aggregate amount of Principal
Receivables in the Trust at the end of the day on the last day of the prior
Monthly Period for the period from and including the first day of such Monthly
Period to but excluding the related Addition Date or Removal Date, as
applicable, and (2) the aggregate amount of Principal Receivables in the Trust
at the end of the day on the related Addition Date or Removal Date, as
applicable, for the period from such Addition Date to and including the last day
of such Monthly Period.
"Class A Initial Invested Amount" shall mean the aggregate initial
-------------------------------
principal amount of the Class A Certificates, which is $500,000,000.
"Class A Interest Shortfall" shall have the meaning specified in
--------------------------
subsection 4.06(a) of the Agreement.
"Class A Invested Amount" shall mean, when used with respect to any
-----------------------
date of determination, an amount equal to (a) the Class A Initial Invested
Amount, minus (b) the aggregate amount of principal payments made to Class A
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Certificateholders prior to such day and minus (c) the excess, if any, of the
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aggregate amount of Class A Investor Charge-Offs over Class A Investor Charge-
Offs reimbursed pursuant to subsection 4.12(a) of the Agreement prior to such
day.
"Class A Investor Charge-Offs" shall have the meaning specified in
----------------------------
subsection 4.12(a) of the Agreement.
"Class A Investor Default Amount" shall mean, with respect to each
-------------------------------
Distribution Date and each Receivable in an Account which became a Defaulted
Account during the related Monthly Period, an amount equal to the product of the
aggregate Default Amount for the related Monthly Period and the applicable Class
A Investor Percentage for the related Monthly Period.
"Class A Investor Percentage" shall mean for any Monthly Period, (a)
---------------------------
with respect to Defaulted Receivables and Finance Charge Receivables at any time
and Principal Receivables during the Revolving Period, the Class A Floating
Allocation Percentage, and (b) with respect to Principal Receivables during the
Amortization Period, the Fixed/Floating Allocation Percentage.
"Class A Monthly Interest" shall mean the monthly interest
------------------------
distributable in respect of the Class A
11
Certificates as calculated in accordance with subsection 4.06(a) of the
Agreement.
"Class A Monthly Principal" shall mean the monthly principal
-------------------------
distributable in respect of the Class A Certificates as calculated in accordance
with subsection 4.07(a) of the Agreement.
"Class A Monthly Servicing Fee" shall mean, with respect to any
-----------------------------
Distribution Date, one-twelfth of the product of the Series Servicing Fee
Percentage and the Class A Adjusted Invested Amount on the last day of the
preceding Monthly Period; provided, however, that with respect to the initial
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Monthly Period the Class A Monthly Servicing Fee shall be $493,151.
"Class A Outstanding Principal Balance" shall mean, when used with
-------------------------------------
respect to any date of determination, an amount equal to (a) the Class A Initial
Invested Amount, minus (b) the aggregate amount of principal payments made to
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the Class A Certificateholders prior to such day.
"Class A Pool Factor" shall mean, with respect to any Record Date, a
-------------------
number carried out to seven decimal places representing the ratio of the Class A
Invested Amount as of such Record Date (determined after taking into account any
increases or decreases in the Class A Invested Amount which will occur on the
following Distribution Date) to the Class A Initial Invested Amount.
"Class A Required Amount" shall have the meaning specified in Section
-----------------------
4.08 of the Agreement.
"Class A Scheduled Payment Date" shall mean the May 2004 Distribution
------------------------------
Date.
"Class B Account Percentage" shall mean, with respect to any
--------------------------
Determination Date, the percentage equivalent of a fraction, the numerator of
which is the aggregate amount deposited in the Principal Funding Account on
prior Transfer Dates pursuant to subsection 4.09(e)(ii) and the denominator of
which is the aggregate amount on deposit in the Principal Funding Account as of
the last day of the preceding Monthly Period.
"Class B Adjusted Invested Amount" shall mean, with respect to any
--------------------------------
date of determination, an amount not less than zero equal to the Class B
Invested Amount minus
-----
12
the excess, if any, of the Principal Funding Account Balance over the Class A
Invested Amount on such date of determination.
"Class B Available Funds" shall mean, with respect to any Monthly
-----------------------
Period, an amount equal to the sum of (a) the Class B Floating Allocation
Percentage of the Collections of Finance Charge Receivables in respect of such
Monthly Period and (b) with respect to any Monthly Period during the
Accumulation Period prior to the payment in full of the Class B Invested Amount,
the product of (i) the Class B Account Percentage and (ii) the sum of the
Principal Funding Investment Proceeds pursuant to subsection 4.16(b) of the
Agreement, if any, with respect to the related Transfer Date and the amounts, if
any, to be withdrawn from the Reserve Account which will be deposited into the
Finance Charge Account on the related Transfer Date pursuant to subsections
4.17(b), 4.17(d), 4.17(e) and 4.17(f) of the Agreement.
"Class B Certificate Rate" shall mean (i) 6.0175% from and including
------------------------
May 8, 1997 through and including May 16, 1997, (ii) a per annum rate of 0.33%
in excess of LIBOR as determined on May 15, 1997 for the period from and
including May 17, 1997 through and including June 16, 1997, and (iii) a per
annum rate of 0.33% in excess of LIBOR as determined on the related LIBOR
Determination Date with respect to each Interest Period thereafter.
"Class B Certificateholder" shall mean the Person in whose name a
-------------------------
Class B Certificate is registered in the Certificate Register.
"Class B Certificateholders' Interest" shall mean the portion of the
------------------------------------
Series 1997-2 Certificateholders' Interest evidenced by the Class B
Certificates.
"Class B Certificates" shall mean any of the certificates executed by
--------------------
the Transferor and authenticated by or on behalf of the Trustee, substantially
in the form of Exhibit B hereto.
"Class B Default Interest" shall have the meaning specified in
------------------------
subsection 4.06(b) of the Agreement.
"Class B Fixed/Floating Allocation Percentage" shall mean for any
--------------------------------------------
Monthly Period during the Amortization Period the percentage equivalent of a
fraction, the
13
numerator of which is the Class B Invested Amount at the end of the last day of
the Revolving Period and the denominator of which is the greater of (a) the
total amount of Principal Receivables in the Trust at the end of the last day of
the preceding Monthly Period and (b) the sum of the numerators used to calculate
fixed/ floating allocation percentages with respect to all Series then
outstanding on the applicable Distribution Date; provided, however, that with
-------- -------
respect to any Monthly Period in which an Addition Date or Removal Date occurs
and the Servicer need not make daily deposits of Collections into the Collection
Account, the denominator determined pursuant to clause (a) shall be the Average
Principal Balance; provided further, however, that with respect to any Monthly
-------- ------- -------
Period in which an Addition Date or Removal Date occurs and the Servicer is
required to make daily deposits of Collections into the Collection Account, the
denominator determined pursuant to clause (a) hereof shall be (1) the aggregate
amount of Principal Receivables in the Trust at the end of the day on the last
day of the prior Monthly Period for the period from and including the first day
of such Monthly Period to but excluding the related Addition Date or Removal
Date, as applicable, and (2) the aggregate amount of Principal Receivables in
the Trust at the end of the day on the related Addition Date or Removal Date, as
applicable, for the period from and including such Addition Date or Removal
Date, as applicable, to and including the last day of such Monthly Period.
"Class B Floating Allocation Percentage" shall mean, with respect to
--------------------------------------
any Monthly Period, the percentage equivalent of a fraction, the numerator of
which is the Class B Adjusted Invested Amount as of the last day of the
preceding Monthly Period and the denominator of which is the total amount of
Principal Receivables in the Trust as of the last day of such preceding Monthly
Period; provided however, that, with respect to the first Monthly Period, the
-------- -------
Class B Floating Allocation Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Class B Initial Invested Amount and the
denominator of which is the total amount of Principal Receivables on the Closing
Date; provided further, that with respect to any Monthly Period in which an
-------- -------
Addition Date or Removal Date occurs and the Servicer need not make daily
deposits of Collections into the Collection Account, the denominator in the
definition of the Class B Floating Allocation Percentage shall be the Average
Principal Balance; provided further, that with respect to
-------- -------
14
any Monthly Period in which an Addition Date or Removal Date occurs and the
Servicer is required to make daily deposits of Collections into the Collection
Account, the denominator in the definition of the Class B Floating Allocation
Percentage shall be (1) the aggregate amount of Principal Receivables in the
Trust at the end of the day on the last day of the prior Monthly Period for the
period from and including the first day of such Monthly Period to but excluding
the related Addition Date or Removal Date, as applicable, and (2) the aggregate
amount of Principal Receivables in the Trust at the end of the day on the
related Addition Date or Removal Date, as applicable, for the period from and
including such Addition Date or Removal Date, as applicable, to and including
the last day of such Monthly Period.
"Class B Initial Invested Amount" shall mean the aggregate initial
-------------------------------
principal amount of the Class B Certificates, which is $45,180,000.
"Class B Interest Shortfall" shall have the meaning specified in
--------------------------
subsection 4.06(b) of the Agreement.
"Class B Invested Amount" shall mean, when used with respect to any
-----------------------
date of determination, an amount equal to (a) the Class B Initial Invested
Amount, minus (b) the aggregate amount of principal payments made to Class B
-----
Certificateholders prior to such day, minus (c) the aggregate amount of Class B
-----
Investor Charge-Offs for all prior Distribution Dates, minus (d) the amount of
-----
the Reallocated Class B Principal Collections allocated on all prior
Distribution Dates for which the CIA Invested Amount has not been reduced
pursuant to subsection 4.14(a) of the Agreement, minus (e) an amount equal to
-----
the amount by which the Class B Invested Amount has been reduced on all prior
Distribution Dates pursuant to subsection 4.12(a) of the Agreement and plus (f)
----
the amount of Excess Finance Charge Collections allocated and available on all
prior Transfer Dates pursuant to subsection 4.13(e) of the Agreement, for the
purpose of reimbursing amounts deducted pursuant to the foregoing clauses (c),
(d) and (e); provided, however, that the Class B Invested Amount may not be
-------- -------
reduced below zero.
"Class B Investor Charge-Offs" shall have the meaning specified in
----------------------------
subsection 4.12(b) of the Agreement.
"Class B Investor Default Amount" shall mean, with respect to each
-------------------------------
Distribution Date and each Receiv-
15
able in an Account which became a Defaulted Account during the related Monthly
Period, an amount equal to the product of the aggregate Default Amount for the
related Monthly Period and the Class B Investor Percentage applicable for the
related Monthly Period.
"Class B Investor Percentage" shall mean for any Monthly Period, (a)
---------------------------
with respect to Defaulted Receivables and Finance Charge Receivables at any time
or Principal Receivables during the Revolving Period, the Class B Floating
Allocation Percentage, and (b) with respect to Principal Receivables during the
Amortization Period, the Class B Fixed/Floating Allocation Percentage.
"Class B Monthly Interest" shall mean the monthly interest
------------------------
distributable in respect of the Class B Certificates as calculated in accordance
with subsection 4.06(b) of the Agreement.
"Class B Monthly Principal" shall mean the monthly principal
-------------------------
distributable in respect of the Class B Certificates as calculated in accordance
with subsection 4.07(b) of the Agreement.
"Class B Monthly Servicing Fee" shall mean, with respect to any
-----------------------------
Distribution Date, one-twelfth of the product of the Series Servicing Fee
Percentage and the Class B Adjusted Invested Amount on the last day of the
preceding Monthly Period; provided, however, that with respect to the initial
-------- -------
Monthly Period the Class B Monthly Servicing Fee shall be $44,561.
"Class B Outstanding Principal Balance" shall mean, when used with
-------------------------------------
respect to any date of determination, an amount equal to (a) the Class B Initial
Invested Amount, minus (b) the aggregate amount of principal payments made to
-----
the Class B Certificateholders prior to such day.
"Class B Pool Factor" shall mean, with respect to any Record Date, a
-------------------
number carried out to seven decimal places representing the ratio of the Class B
Invested Amount as of such Record Date (determined after taking into account any
increases or decreases in the Class B Invested Amount which will occur on the
following Distribution Date) to the Class B Initial Invested Amount.
"Class B Principal Commencement Date" shall mean (a) with respect to
-----------------------------------
the Accumulation Period, the
16
first Distribution Date on which an amount equal to the Class A Invested Amount
has been deposited in the Principal Funding Account and allocated to the Class A
Certificates or (b) with respect to the Rapid Amortization Period, the
Distribution Date on which the Class A Invested Amount is paid in full or, if
there are no Available Investor Principal Collections allocable to the Investor
Certificates remaining after payments have been made to the Class A Certificates
on such Distribution Date, the Distribution Date following the Distribution Date
on which the Class A Invested Amount is paid in full.
"Class B Required Amount" shall have the meaning specified in Section
-----------------------
4.08 of the Agreement.
"Class B Scheduled Payment Date" shall mean the May 2004 Distribution
------------------------------
Date.
"Closing Date" shall mean May 8, 1997.
------------
"Code" shall mean the Internal Revenue Code of 1986, as amended.
----
"Controlled Accumulation Amount" shall mean, for any Transfer Date
------------------------------
with respect to the Accumulation Period prior to the payment in full of the
Invested Amount, $50,200,834; provided, however, that if the Accumulation Period
-------- -------
Length is determined to be less than 12 months pursuant to subsection 4.09(i) of
the Agreement, the Controlled Accumulation Amount for each Transfer Date with
respect to the Accumulation Period prior to the payment in full of the Invested
Amount will be equal to (i) the product of (x) the Initial Invested Amount and
(y) the Accumulation Period Factor for such Monthly Period divided by (ii) the
Required Accumulation Factor Number.
"Controlled Deposit Amount" shall mean, with respect to any Transfer
-------------------------
Date, the sum of (a) the Controlled Accumulation Amount for such Transfer Date
and (b) any existing Accumulation Shortfall.
"Covered Amount" shall mean, with respect to any Interest Period
--------------
during the Accumulation Period prior to the payment in full of the Invested
Amount, the product of (a) a fraction, the numerator of which is the actual
number of days in such Interest Period and the denominator of which is 360, (b)
the weighted average of
17
the Class A Certificate Rate, the Class B Certificate Rate and the CIA
Certificate Rate in effect with respect to the related Interest Period, and (c)
the Principal Funding Account Balance up to the Invested Amount as of the last
day of the Monthly Period preceding the Monthly Period in which such Interest
Period ends.
"Daily Deposit Date" shall mean the Determination Date on which the
------------------
Excess Spread Percentage (as defined in the Spread Account Agreement) for the
Monthly Period preceding such date is less than 2.50% per annum.
"Default Interest" shall mean, with respect to any Distribution Date,
----------------
the sum of Class A Default Interest, Class B Default Interest and CIA Default
Interest distributable in respect of the Investor Certificates as calculated in
accordance with Section 4.06 of the Agreement.
"Determination Date" shall mean the first Business Day on or before
------------------
the eighth calendar day prior to each Distribution Date.
"Distribution Date" shall mean June 17, 1997 and the 17th day of each
-----------------
calendar month thereafter, or if such 17th day is not a Business Day, the next
succeeding Business Day.
"Enhancement" shall mean with respect to the Class A Certificates, the
-----------
subordination of the Class B Certificates and the CIA Certificates, and with
respect to the Class B Certificates, the subordination of the CIA Certificates.
"Enhancement Provider" shall mean the CIA Certificateholders.
--------------------
"ERISA" shall mean the Employee Retirement Income Security Act of
-----
1974, as amended.
"Excess Finance Charge Collections" shall mean, with respect to any
---------------------------------
Transfer Date, the sum of the amounts, if any, specified pursuant to subsections
4.09(a)(iv), 4.09(b)(iii) and 4.09(c)(ii) of the Agreement with respect to such
Transfer Date.
"Excess Principal Collections" shall mean, as the context requires,
----------------------------
either (a) the amount allocated to the Investor Certificates which, in
accordance with sub-
18
sections 4.05(b)(ii), 4.05(c)(ii) and 4.05(f) of the Agreement, may be applied
to Principal Shortfalls 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
with respect to the Investor Certificates.
"Finance Charge Deficit" shall have the meaning set forth in
----------------------
subsection 4.05(b)(ii) of the Agreement.
"Fixed/Floating Allocation Percentage" shall mean for any Monthly
------------------------------------
Period during the Amortization Period the percentage equivalent of a fraction,
the numerator of which is the Invested Amount at the end of the last day of the
Revolving Period and the denominator of which is the greater of (a) the total
amount of Principal Receivables in the Trust at the end of the last day of the
preceding Monthly Period and (b) the sum of the numerators used to calculate
fixed/floating allocation percentages with respect to all Series then
outstanding on the applicable Distribution Date; provided, however, that with
-------- -------
respect to any Monthly Period in which an Addition Date or a Removal Date occurs
and the Servicer need not make daily deposits of Collections into the Collection
Account, the denominator determined pursuant to clause (a) shall be the Average
Principal Balance; provided further, however, that with respect to any Monthly
-------- ------- -------
Period in which an Addition Date or Removal Date occurs and the Servicer is
required to make daily deposits of Collections into the Collection Account, the
denominator determined pursuant to clause (a) hereof shall be (1) the aggregate
amount of Principal Receivables in the Trust at the end of the day on the last
day of the prior Monthly Period for the period from and including the first day
of such Monthly Period to but excluding the related Addition Date or Removal
Date, as applicable, and (2) the aggregate amount of Principal Receivables in
the Trust at the end of the day on the related Addition Date or Removal Date, as
applicable, for the period from and including the related Addition Date or
Removal Date, as applicable, to and including the last day of such Monthly
Period.
"Floating Allocation Percentage" shall mean for any date of
------------------------------
determination the sum of the applicable Class A Floating Allocation Percentage,
the applicable Class B
19
Floating Allocation Percentage and the CIA Floating Allocation Percentage.
"Initial Invested Amount" shall mean the aggregate initial principal
-----------------------
amount of the Investor Certificates of Series 1997-2, which is $602,410,000.
"Interest Period" shall mean, with respect to a Distribution Date, the
---------------
period beginning on the preceding Distribution Date continuing through the day
preceding such Distribution Date, except the first Interest Period shall be
deemed to be the 40 day period from and including the Closing Date through and
including the day preceding the initial Distribution Date.
"Interest Shortfall" shall mean, with respect to any Distribution
------------------
Date, the sum of the Class A Interest Shortfall, the Class B Interest Shortfall
and the CIA Interest Shortfall distributable in respect of the Investor
Certificates as calculated in accordance with Section 4.06 of the Agreement.
"Invested Amount" shall mean, when used with respect to any date, an
---------------
amount equal to the sum of (a) the Class A Invested Amount, (b) the Class B
Invested Amount and (c) the CIA Invested Amount each as of such date; provided,
--------
however, that for purposes of determining the Investor Monthly Servicing Fee and
-------
the Aggregate Invested Amount, the Invested Amount shall mean an amount equal to
the sum of (a) the Class A Adjusted Invested Amount, (b) the Class B Adjusted
Invested Amount and (c) the CIA Adjusted Invested Amount with respect to any
date of determination.
"Investor Certificateholder" shall mean the Holder of record of an
--------------------------
Investor Certificate of Series 1997-2.
"Investor Certificates" shall mean the Class A Certificates, the Class
---------------------
B Certificates and the CIA Certificates.
"Investor Default Amount" shall mean, with respect to each
-----------------------
Distribution Date, an amount equal to the sum of (a) the Class A Investor
Default Amount for such Distribution Date, (b) the Class B Investor Default
Amount for such Distribution Date and (c) the CIA Investor Default Amount for
such Distribution Date.
20
"Investor Monthly Servicing Fee" shall, with respect to any Transfer
------------------------------
Date, be equal to one-twelfth of the product of (A) the Series Servicing Fee
Percentage and (B) the Adjusted Invested Amount as of the last day of the
Monthly Period preceding such Transfer Date; provided, however, that with
-------- -------
respect to the initial Monthly Period the Investor Monthly Servicing Fee shall
be $594,158.
"Investor Percentage" shall mean for any Monthly Period, (a) with
-------------------
respect to Finance Charge Receivables and Defaulted Receivables at any time and
Principal Receivables during the Revolving Period, the Floating Allocation
Percentage and (b) with respect to Principal Receivables during the Amortization
Period, the Fixed/Floating Allocation Percentage.
"Issuance Date" shall mean the Closing Date.
-------------
"LIBOR" shall mean, for any Interest Period, the London interbank
-----
offered rate for one-month Dollar deposits determined by the Trustee for each
Interest Period in accordance with the provisions of Section 4.15 of the
Agreement.
"LIBOR Determination Date" shall mean (i) May 6, 1997 for the period
------------------------
from and including May 8, 1997 through and including May 16, 1997, (ii) May 15,
1997 for the period from and including May 17, 1997 through and including
June 16, 1997, and (iii) the second Business Day prior to the commencement of
the second and each subsequent Interest Period.
"Minimum Transferor Interest" shall mean, with respect to any period,
---------------------------
7% of the average of the aggregate amount of Principal Receivables for such
period.
"Monthly Interest" shall mean, with respect to any Distribution Date,
----------------
the sum of the Class A Monthly Interest, the Class B Monthly Interest and the
CIA Monthly Interest distributable in respect of the Series 1997-2 Certificates
as calculated in accordance with Section 4.06 of the Agreement.
"Monthly Period" shall have the meaning specified in the Agreement,
--------------
except that the first Monthly Period with respect to the Series 1997-2
Certificates shall begin on and include the Closing Date and shall end on and
include May 31, 1997.
21
"Monthly Principal" shall mean the monthly principal distributable in
-----------------
respect of the Series 1997-2 Certificates as calculated in accordance with
Section 4.07 of the Agreement.
"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, (ii) a Series 1997-2 Pay Out Event is deemed to occur
pursuant to Section 8 of this Series Supplement, (iii) the Class A Scheduled
Payment Date if the Class A Invested Amount is not paid in full on such date and
(iv) the Class B Scheduled Payment Date if the Class B Invested Amount is not
paid in full on such date.
"Paying Agent" shall mean The Bank of New York.
------------
"Plan Purchaser" shall have the meaning specified in subsection 11(f)
--------------
of this Series Supplement.
"Portfolio Adjusted Yield" shall mean, with respect to any Transfer
------------------------
Date, the average of the percentages obtained for each of the three preceding
Monthly Periods by subtracting the Base Rate for such Monthly Period from the
Portfolio Yield for such Monthly Period.
"Portfolio Yield" shall mean for the Series 1997-2 Certificates, with
---------------
respect to any Monthly Period, the annualized percentage equivalent of a
fraction, the numerator of which is an amount equal to the sum of (a) the amount
of Collections of Finance Charge Receivables allocated to the Investor
Certificates for such Monthly Period, and (b) the Principal Funding Investment
Proceeds deposited into the Finance Charge Account on the Transfer Date related
to such Monthly Period, and (c) the amount, if any, withdrawn from the Reserve
Account to be deposited into the Finance Charge Account pursuant to subsections
4.17(b), 4.17(d), 4.17(e) and 4.17(f) of the Agreement on the Transfer Date
relating to such Monthly Period (such sum to be calculated on a cash basis after
subtracting an amount equal to the Investor Default Amount for such Monthly
Period), and the denominator of which is the Invested Amount as of the last day
of the preceding Monthly Period.
"Principal Funding Account" shall have the meaning set forth in
-------------------------
subsection 4.16(a) of the Agreement.
22
"Principal Funding Account Balance" shall mean, with respect to any
---------------------------------
date of determination during the Accumulation Period, the principal amount, if
any, on deposit in the Principal Funding Account on such date of determination.
"Principal Funding Investment Proceeds" shall mean, with respect to
-------------------------------------
each Interest Period during the Accumulation Period, the investment earnings on
funds in the Principal Funding Account (net of investment expenses and losses)
for such Interest Period.
"Principal Funding Investment Shortfall" shall mean, with respect to
--------------------------------------
each Interest Period during the Accumulation Period, the amount, if any, by
which the Principal Funding Investment Proceeds are less than the Covered
Amount.
"Principal Shortfalls" shall mean, with respect to any Distribution
--------------------
Date (a) during the Accumulation Period, the amount, if any, by which the
Controlled Deposit Amount exceeds the sum of the Class A Monthly Principal,
Class B Monthly Principal and CIA Monthly Principal for such Distribution Date
or (b) during the Rapid Amortization Period, (i) the amount, if any, by which
the Class A Invested Amount exceeds the Class A Monthly Principal for such
Distribution Date, (ii) on and after the Class B Principal Commencement Date,
the amount, if any, by which the Class B Invested Amount exceeds the Class B
Monthly Principal for such Distribution Date and (iii) on and after the CIA
Principal Commencement Date, the amount if any, by which the CIA Invested Amount
exceeds the CIA Monthly Principal for such Distribution Date.
"QIB" shall mean a "qualified institutional buyer" within the meaning
---
of Rule 144A under the Securities Act.
"Rapid Amortization Period" shall mean the period commencing on the
-------------------------
Pay Out Commencement Date and ending on the earlier to occur of (i) the date of
termination of the Trust pursuant to Section 12.01 of the Agreement or (ii) the
Series 1997-2 Termination Date.
"Rating Agency" shall mean each of Fitch Investors Service, L.P.,
-------------
Moody's and Standard & Poor's.
23
"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.
"Reallocated Class B Principal Collections" shall have the meaning
-----------------------------------------
specified in subsection 4.14(b) of the Agreement.
"Reallocated CIA Principal Collections" shall have the meaning
-------------------------------------
specified in subsection 4.14(a) of the Agreement.
"Reallocated Principal Collections" shall mean the sum of Reallocated
---------------------------------
Class B Principal Collections and Reallocated CIA Principal Collections.
"Reference Banks" shall mean four major banks in the London interbank
---------------
market selected by the Servicer.
"Required Accumulation Factor Number" shall be equal to a fraction,
-----------------------------------
rounded upwards to the nearest whole number, the numerator of which is one and
the denominator of which is equal to the lowest monthly principal payment rate
on the Accounts, expressed as a decimal, for the 12 months preceding the date of
such calculation.
"Required Reserve Account Amount" shall mean, with respect to any
-------------------------------
Transfer Date on or after the Reserve Account Funding Date, an amount equal to
(a) 0.50% of the Invested Amount or (b) any other amount designated by the
Transferor; provided, however, that if such designation is of a lesser amount,
-------- -------
the Transferor shall (i) provide the Servicer, the CIA Certificateholders and
the Trustee with evidence that the Rating Agency Condition shall have been
satisfied and (ii) deliver to the Trustee a certificate of an authorized officer
to the effect that, based on the facts known to such officer at such time, in
the reasonable belief of the Transferor, such designation will not cause a Pay
Out Event or an event that, after the giving of notice or the lapse of time,
would cause a Pay Out Event to occur with respect to Series 1997-2.
"Reserve Account" shall have the meaning specified in
---------------
subsection 4.17(a) of the Agreement.
24
"Reserve Account Funding Date" shall mean the Transfer Date which
----------------------------
occurs not later than the earliest of (a) the Transfer Date with respect to the
Monthly Period which commences 3 months prior to the commencement of the
Accumulation Period; (b) the first Transfer Date for which the Portfolio
Adjusted Yield is less than 2.0%, but in such event the Reserve Account Funding
Date shall not be required to occur earlier than the Transfer Date which
commences 12 months prior to the commencement of the Accumulation Period;
(c) the first Transfer Date for which the Portfolio Adjusted Yield is less than
3.0%, but in such event the Reserve Account Funding Date shall not be required
to occur earlier than the Transfer Date which commences 6 months prior to the
commencement of the Accumulation Period; or (d) the first Transfer Date for
which the Portfolio Adjusted Yield is less than 3.5%, but in such event the
Reserve Account Funding Date shall not be required to occur earlier than the
Transfer Date which commences 4 months prior to the commencement of the
Accumulation Period.
"Reserve Account Surplus" shall mean, as of any Transfer Date
-----------------------
following the Reserve Account Funding Date, the amount, if any, by which the
amount on deposit in the Reserve Account exceeds the Required Reserve Account
Amount.
"Reserve Draw Amount" shall have the meaning specified in
-------------------
subsection 4.17(c) of the Agreement.
"Reversion Date" shall mean the first Determination Date following any
--------------
Daily Deposit Date on which (a) the Excess Spread Percentage (as defined in the
Spread Account Agreement) for the Monthly Period preceding such Determination
Date is equal to or exceeds 2.50% per annum and (b) the amount on deposit in the
Spread Account (as defined in the Spread Account Agreement) equals or exceeds
the Required Spread Account Amount (as defined in the Spread Account Agreement)
for such Determination Date.
"Revolving Period" shall mean the period from and including the
----------------
Closing Date to, but not including, the earlier of (a) the day the Accumulation
Period commences and (b) the Pay Out Commencement Date.
"Scheduled Series 1997-2 Termination Date" shall mean the January 2007
----------------------------------------
Distribution Date.
25
"Series 1997-2" shall mean the Series of the First USA Credit Card
-------------
Master Trust represented by the Investor Certificates.
"Series 1997-2 Certificateholder" shall mean the holder of record of
-------------------------------
any Series 1997-2 Certificate.
"Series 1997-2 Certificateholders' Interest" shall have the meaning
------------------------------------------
specified in Section 4.04 of the Agreement.
"Series 1997-2 Pay Out Event" shall have the meaning specified in
---------------------------
Section 8 of this Series Supplement.
"Series 1997-2 Termination Date" shall mean the earlier to occur of
------------------------------
(i) the day after the Distribution Date on which the Investor Certificates are
paid in full, or (ii) the Scheduled Series 1997-2 Termination Date.
"Series Servicing Fee Percentage" shall mean 1.50% for so long as
-------------------------------
First USA Bank is the Servicer or 2.00% if First USA Bank is no longer the
Servicer.
"Spread Account Agreement" shall mean the agreement among the
------------------------
Transferor, the Servicer, the Trustee and The Bank of New York, as initial
collateral agent, dated May 8, 1997, as amended, supplemented or modified from
time to time.
"Subordinate Principal Collections" shall have the meaning set forth
---------------------------------
in subsection 4.05(b)(ii) of the Agreement.
"Targeted Holder" shall mean each holder of a right to receive
---------------
interest or principal with respect to the CIA Certificates (or other interests
in the Trust), other than certificates (or other such interests) with respect to
which an opinion is rendered that such certificates (or other such interests)
will be treated as debt for federal income tax purposes, and any holder of a
right to receive any amount in respect of the Transferor Interest; provided,
--------
that any Person holding more than one interest each of which would cause such
Person to be a Targeted Holder shall be treated as a single Targeted Holder.
"Transfer" shall have the meaning specified in subsection 11(a) of
--------
this Series Supplement.
26
"Unpaid Investor Monthly Servicing Fee" shall mean with respect to any
-------------------------------------
Transfer Date, the amount of the Investor Monthly Servicing Fee with respect to
such Transfer Date not distributed to the Servicer pursuant to subsection
4.09(a)(ii), subsection 4.09(b)(ii), subsection 4.09(c)(i), or subsection
4.13(a) of the Agreement and any overdue Investor Monthly Servicing Fee from
prior Transfer Dates.
SECTION 3. Reassignment and Transfer Terms. The Series 1997-2
-------------------------------
Certificates shall be subject to retransfer to the Transferor at its option, in
accordance with the terms specified in subsection 12.02(a) of the Agreement, on
any Distribution Date on or after the Distribution Date on which the Invested
Amount is reduced to an amount less than or equal to 5% of the Initial Invested
Amount. The deposit required in connection with any such repurchase shall be
equal to the Invested Amount plus accrued and unpaid interest on the Series
1997-2 Certificates through the Record Date preceding the Distribution Date on
which the repurchase occurs.
SECTION 4. Delivery and Payment for the Series 1997-2 Certificates.
-------------------------------------------------------
The Transferor shall execute and deliver the Series 1997-2 Certificates to the
Trustee for authentication in accordance with Section 6.01 of the Agreement.
The Trustee shall deliver the Series 1997-2 Certificates when authenticated in
accordance with Section 6.02 of the Agreement.
SECTION 5. Depositary; Form of Delivery of Series 1997-2
---------------------------------------------
Certificates. (a) The Class A Certificates and the Class B Certificates shall
------------
be delivered as Book-Entry Certificates as provided in Sections 6.01 and 6.10 of
the Agreement. The CIA Certificates shall be delivered as Registered
Certificates as provided in Section 6.01 of the Agreement.
(b) The Depositary for Series 1997-2 shall be The Depository Trust
Company, and the Class A Certificates and the Class B Certificates shall be
initially registered in the name of Cede & Co., its nominee. The Class A
Certificates and the Class B Certificates will initially be held by the Trustee
as custodian for The Depository Trust Company.
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
27
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 1997-2 Certificateholders, shall establish and
maintain in the name of the Trust with a Qualified Institution (other than
the Transferor), 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 1997-2 Certificateholders.
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 1997-2 Certificateholders. 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 1997-2 Certificateholders.
(c) The Distribution Account. The Trustee, for the benefit of the Series
------------------------
1997-2 Certificateholders, shall cause to be established and maintained in
the name of the Trust, with an office or branch of a Qualified Institution
(other than the Transferor), 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 1997-2 Certificateholders.
The Trustee shall
28
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 1997-2 Certificateholders."
(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 1997-2 Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.04 Rights of Certificateholders. The Investor Certificates
----------------------------
shall represent undivided interests in the Trust, consisting of the right to
receive, to the extent necessary to make the required payments with respect to
such Investor Certificates at the times and in the amounts specified in this
Agreement, (a) the Floating Allocation Percentage and Fixed/Floating 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, the Principal Account, the Principal Funding
Account, the Reserve Account and the Distribution Account (for such Series, the
"Series 1997-2 Certificateholders' Interest"). The CIA Certificates shall be
------------------------------------------
subordinate to the Class A Certificates and the Class B Certificates. The Class
B Certificates shall be subordinate to the Class A Certificates. The
Exchangeable Transferor Certificate shall not represent any interest in the
Collection Account, the Finance Charge Account, the Principal Account, the
Principal Funding Account, the Reserve Account or the Distribution 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, the Principal Account, the Principal Funding Account, the
Reserve Account or the Distribution Account allocable to
29
the Series 1997-2 Certificates as described in this Article IV.
(b) Daily Allocations During the Revolving Period. During the
---------------------------------------------
Revolving Period, the Servicer shall, prior to the close of business on each
Date of Processing, allocate the following amounts as set forth below:
(i) Allocate to the Series 1997-2 Certificateholders the
Floating Allocation Percentage of Collections of Finance Charge Receivables
and deposit and retain in the Finance Charge Account (A) prior to the
Calculation Date in each Monthly Period an amount equal to the product of
(x) the Floating Allocation Percentage and (y) the aggregate amount of
Collections of Finance Charge Receivables on such Date of Processing, or
(B) on and after each such Calculation Date to and including the last day
of such Monthly Period, the lesser of (x) the product of (1) the Floating
Allocation Percentage and (2) the aggregate amount of Collections of
Finance Charge Receivables on such Date of Processing and (y) the excess of
(1) the sum of the Monthly Interest, the Interest Shortfall and the Default
Interest for the Distribution Date following the then current Monthly
Period (plus, if the Transferor is not the Servicer, the Investor Monthly
Servicing Fee) over (2) the amounts previously deposited in the Finance
Charge Account with respect to the current Monthly Period pursuant to this
subsection 4.05(b)(i) of the Agreement. On each Date of Processing on and
after each Calculation Date, Collections of Finance Charge Receivables
allocated to the Series 1997-2 Certificates in excess of the amount
required to be deposited and retained in the Finance Charge Account as
provided above shall be held by the Servicer and applied in accordance with
subsection 4.05(f) of the Agreement. In addition, on the Closing Date, the
Transferor shall make a deposit to the Finance Charge Account in an amount
equal to $1,200,000 to be applied as Collections of Finance Charge
Receivables allocated to the Series 1997-2 Certificates. Notwithstanding
the foregoing, on each Date of Processing from and including each Daily
Deposit Date to but excluding the immediately succeeding Reversion Date,
the Servicer shall be required to allocate to the Series 1997-2
Certificateholders the Floating Allocation Percentage of Collections of Fi-
30
xxxxx Charge Receivables and deposit and retain in the Finance Charge
Account an amount equal to the product of (i) the Floating Allocation
Percentage and (ii) the aggregate amount of Collections of Finance Charge
Receivables on such Date of Processing.
(ii) Allocate to the Series 1997-2 Certificateholders an amount
equal to the product of (A) the Floating Allocation Percentage on such Date
of Processing and (B) the aggregate amount of Collections of Principal
Receivables on such Date of Processing and pay such amount to the
Transferor subject to the obligation of the Transferor to make an amount
equal to the Reallocated Principal Collections and Excess Principal
Collections for such Monthly Period available on the related Transfer Date
in accordance with subsection 4.05(f) of the Agreement; provided, however,
-------- -------
that the amount to be paid to the Transferor pursuant to this subsection
4.05(b)(ii) of the Agreement on any Date of Processing shall be paid only
if the Transferor Interest on such Date of Processing is greater than zero
(after giving effect to all Principal Receivables transferred to the Trust
on such Date of Processing and after giving effect to Collections of
Principal Receivables on such Date of Processing) and otherwise shall be
deposited in the Collection Account and applied in accordance with
subsection 4.03(f) of the Agreement; provided, further, however, that on
-------- ------- -------
and after the Calculation Date if the amounts previously deposited in the
Finance Charge Account with respect to the current Monthly Period pursuant
to subsection 4.05(b)(i) of the Agreement are less than the sum of the
Monthly Interest, the Interest Shortfall and the Default Interest for the
Distribution Date following the then current Monthly Period (plus, if the
Transferor is not the Servicer, the Investor Monthly Servicing Fee) (the
amount of such shortfall, the "Finance Charge Deficit"), an amount not to
----------------------
exceed the product of (x) the sum of the Class B Floating Allocation
Percentage and the CIA Floating Allocation Percentage and (y) the
Collections of Principal Receivables on any such Date of Processing
("Subordinate Principal Collections") with respect to the then current
-----------------------------------
Monthly Period will be deposited into the Principal Account on a daily
basis during such Monthly Period in an aggregate amount not to exceed the
Finance Charge Deficit; at
31
such time as the Finance Charge Deficit is equal to zero, such amounts may
be released from the Principal Account and paid to the holder of the
Exchangeable Transferor Certificate, subject to the preceding proviso.
(c) Daily Allocations During the Accumulation Period. During the
------------------------------------------------
Accumulation Period, the Servicer shall, prior to the close of business on each
Date of Processing, allocate the following amounts as set forth below:
(i) Allocate to the Series 1997-2 Certificateholders and deposit
and retain in the Finance Charge Account an amount equal to the product of
(A) the Floating Allocation Percentage on such Date of Processing and (B)
the aggregate amount of Collections of Finance Charge Receivables on such
Date of Processing.
(ii) Allocate to the Series 1997-2 Certificateholders and retain
in the Principal Account an amount equal to the product of (x) the
Fixed/Floating Allocation Percentage on such Date of Processing and (y) the
aggregate amount of Collections of Principal Receivables on such Date of
Processing (for any such date, a "Percentage Allocation"); provided,
--------------------- --------
however, that if the sum of such Percentage Allocations with respect to the
-------
same Monthly Period exceeds the Controlled Deposit Amount for the related
Distribution Date, then such excess shall be paid to the Holder of the
Exchangeable Transferor Certificate (subject to the obligation of the
Transferor to make an amount equal to the Reallocated Principal Collections
and Excess Principal Collections for such Monthly Period available on the
related Transfer Date in accordance with subsection 4.05(f)) of the
Agreement if the Transferor Interest on such Date of Processing is greater
than zero (after giving effect to all Principal Receivables transferred to
the Trust on such day) and otherwise shall be deposited in the Collection
Account and applied in accordance with subsection 4.03(f) of the Agreement;
provided, further, that on and after the Calculation Date if there is a
-------- -------
Finance Charge Deficit, Subordinate Principal Collections with respect to
each Monthly Period will be deposited into the Principal Account on a daily
basis during such Monthly Period in an aggregate amount not to exceed
32
the Finance Charge Deficit; at such time as the Finance Charge Deficit is
equal to zero, such amounts may be released from the Principal Account to
the holder of the Exchangeable Transferor Certificate, subject to the
preceding proviso.
(d) Daily Allocations During the Rapid Amortization Period. During
------------------------------------------------------
the Rapid Amortization Period, the Servicer shall, prior to the close of
business on each Date of Processing, allocate the following amounts as set forth
below:
(i) Allocate to the Series 1997-2 Certificateholders and deposit
and retain in the Finance Charge Account an amount equal to the product of
(A) the Floating Allocation Percentage on such Date of Processing and (B)
the aggregate amount of Collections of Finance Charge Receivables on such
Date of Processing.
(ii) Allocate to the Series 1997-2 Certificateholders and
deposit and retain in the Principal Account an amount equal to the product
of (A) the Fixed/Floating Allocation Percentage on such Date of Processing
and (B) the aggregate amount of Collections of Principal Receivables on
such Date of Processing; provided, however, that after the date on which an
-------- -------
amount of such Collections equal to the Invested Amount has been deposited
into the Collection Account and allocated to the Series 1997-2
Certificateholders, the amount determined in accordance with this
subparagraph (ii) shall be paid to the Holder of the Exchangeable
Transferor Certificate only if the Transferor Interest on such Date of
Processing is greater than zero (after giving effect to all Principal
Receivables transferred to the Trust on such day) and otherwise shall be
deposited in the Collection Account and applied in accordance with
subsection 4.03(f) of the Agreement.
(e) Daily Deposits. Notwithstanding the foregoing, the Servicer need
---------------
not make daily deposits of Collections into the Collection Account at any time
when the requirements of the third paragraph of subsection 4.03(a) of the
Agreement are satisfied.
(f) Monthly Allocations During the Revolving Period and Accumulation
----------------------------------------------------------------
Period. To the extent not previously allocated pursuant to subsection 4.05(b),
------
33
during the Revolving Period, the Servicer shall, on each Transfer Date, allocate
to the Series 1997-2 Certificateholders and deposit in the Finance Charge
Account an amount equal to (i) the lesser of (A) the product of (x) the Floating
Allocation Percentage with respect to the preceding Monthly Period and (y) the
aggregate amount of Collections of Finance Charge Receivables for the related
Monthly Period, and (B) the aggregate of the amounts to be applied from amounts
on deposit in the Finance Charge Account on such Transfer Date pursuant to
subsections 4.09(a)(i), (ii) and (iii), 4.09(b)(i) and (ii), 4.09(c)(i) and
4.13(a) through (j) of the Agreement and, to the extent necessary, any amounts
to be applied in accordance with the Spread Account Agreement (other than
payments to First USA Bank or the Transferor), minus (ii) the amounts deposited
and retained in the Finance Charge Account daily during such Monthly Period
pursuant to subsection 4.05(b)(i) of the Agreement. Any such amounts, to the
extent they would be paid to First USA Bank, as Transferor or Servicer, need not
be so deposited but shall be deemed to have been so deposited and, as and when
specified in the subsections identified above, be deemed to have been paid to
First USA Bank pursuant to such subsections. During the Revolving Period and
the Accumulation Period, the Transferor shall, on each Transfer Date deposit in
the Principal Account an amount equal to the sum of (I) the excess of the amount
of Reallocated Principal Collections over the amount deposited and retained in
the Principal Account pursuant to subsection 4.05(b)(ii) or 4.05(c)(ii) of the
Agreement with respect to the Revolving Period or the Accumulation Period,
respectively, and (II) an amount equal to the amount of Excess Principal
Collections to be applied for the benefit of other Series from amounts that were
originally allocated to Series 1997-2, not to exceed (x) during the Revolving
Period, the Floating Allocation Percentage of Collections of Principal
Receivables for the related Monthly Period or (y) during the Accumulation
Period, the Fixed/Floating Allocation Percentage of Collections of Principal
Receivables for the related Monthly Period less the amount thereof applied to
pay Monthly Principal on the related Distribution Date.
(g) Notwithstanding anything in this Section 4.05, if on any date the
aggregate amount of Principal Receivables is less than the sum of the Invested
Amounts for all Series then outstanding, all Collections of Principal
Receivables on such date shall be
34
deposited and applied in accordance with subsection 4.03(f) of the Agreement.
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 the Series Supplement for
Series 1997-2. 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 Determination of Monthly Interest for the Series 1997-2
-------------------------------------------------------
Certificates. (a) The amount of monthly interest (for the Series 1997-2
------------
Certificates, the "Class A Monthly Interest") distributable from the
------------------------
Distribution Account with respect to the Class A Certificates on any
Distribution Date shall be an amount equal to the product of (i) the product of
(x) the Class A Certificate Rate and (y) a fraction the numerator of which is
the actual number of days in the related Interest Period and the denominator of
which is 360 and (ii) the Class A Outstanding Principal Balance as of the close
of business on the last day of the preceding Monthly Period; provided, however,
-------- -------
that with respect to the first Distribution Date, Class A Monthly Interest shall
be equal to the sum of (x) an amount equal to the product of (i) the product of
(a) the Class A Certificate Rate for the period from and including May 8, 1997
to and including May 16, 1997 and (b) a fraction the numerator of which is 9 and
the denominator of which is 360 and (ii) the Class A Initial Invested Amount and
(y) an amount equal to the product of (i) the product of (a) the Class A
Certificate Rate for the period from and including May 17, 1997 to and including
June 16, 1997 and (b) a fraction the numerator of which is 31 and the
denominator of which is 360 and (ii) the Class A Initial Invested Amount.
On the Determination Date preceding each Distribution Date, the
Servicer shall determine an amount (the "Class A Interest Shortfall") equal to
--------------------------
the excess, if any, of (x) the aggregate Class A Monthly Interest for the
Interest Period applicable to the preceding Distribution Date over (y) the
----
amount which was paid to the Class
35
A Certificateholders in respect of interest on such preceding Distribution Date.
If there is a Class A Interest Shortfall with respect to any Distribution Date,
an additional amount ("Class A Default Interest") shall be payable as provided
------------------------
herein with respect to the Class A Certificates on each Distribution Date
following such Distribution Date to and including the Distribution Date on which
such Class A Interest Shortfall is paid to Class A Certificateholders equal to
the product of (i) the product of (x) the Class A Certificate Rate plus 2.00%
per annum and (y) a fraction the numerator of which is the actual number of days
in the related Interest Period and the denominator of which is 360 and (ii) such
Class A Interest Shortfall. Notwithstanding anything to the contrary herein,
Class A Default Interest shall be payable or distributed to Class A
Certificateholders only to the extent permitted by applicable law.
(b) The amount of monthly interest (for the Series 1997-2
Certificates, the "Class B Monthly Interest") distributable from the
------------------------
Distribution Account with respect to the Class B Certificates on any
Distribution Date shall be an amount equal to the product of (i) the product of
(x) the Class B Certificate Rate and (y) a fraction the numerator of which is
the actual number of days in the related Interest Period and the denominator of
which is 360 and (ii) the Class B Invested Amount as of the close of business on
the last day of the preceding Monthly Period; provided, however, that with
-------- -------
respect to the first Distribution Date, Class B Monthly Interest shall be equal
to the sum of (x) an amount equal to the product of (i) the product of (a) the
Class B Certificate Rate for the period from and including May 8, 1997 to and
including May 16, 1997 and (b) a fraction the numerator of which is 9 and the
denominator of which is 360 and (ii) the Class B Initial Invested Amount, and
(y) an amount equal to the product of (i) the product of (a) the Class B
Certificate Rate for the period from and including May 17, 1997 to and including
June 16, 1997 and (b) a fraction the numerator of which is 31 and the
denominator of which is 360 and (ii) the Class B Initial Invested Amount.
On the Determination Date preceding each Distribution Date, the
Servicer shall determine an amount (the "Class B Interest Shortfall") equal to
--------------------------
the excess, if any, of (x) the aggregate Class B Monthly Interest for the
Interest Period applicable to the preceding Distribution Date over (y) the
----
amount which was paid to the Class
36
B Certificateholders in respect of interest on such preceding Distribution Date.
If there is a Class B Interest Shortfall with respect to any Distribution Date,
an additional amount ("Class B Default Interest") shall be payable as provided
------------------------
herein with respect to the Class B Certificates on each Distribution Date
following such Distribution Date to and including the Distribution Date on which
such Class B Interest Shortfall is paid to Class B Certificateholders equal to
the product of (i) the product of (x) the Class B Certificate Rate plus 2.00%
per annum and (y) a fraction the numerator of which is the actual number of days
in the related Interest Period and the denominator of which is 360 and (ii) such
Class B Interest Shortfall. Notwithstanding anything to the contrary herein,
Class B Default Interest shall be payable or distributed to Class B
Certificateholders only to the extent permitted by applicable law.
(c) The amount of monthly interest (for the Series 1997-2
Certificates, the "CIA Monthly Interest") distributable from the Distribution
--------------------
Account with respect to the CIA Invested Amount on any Distribution Date shall
be an amount equal to the product of (i) the product of (x) the CIA Certificate
Rate and (y) a fraction the numerator of which is the actual number of days in
the related Interest Period and the denominator of which is 360 and (ii) the CIA
Invested Amount as of the close of business on the last day of the preceding
Monthly Period; provided, however, that with respect to the first Distribution
-------- -------
Date, CIA Monthly Interest shall be equal to the sum of (x) an amount equal to
the product of (i) the product of (a) the CIA Certificate Rate for the period
from and including May 8, 1997 to and including May 16, 1997 and (b) a fraction
the numerator of which is 9 and the denominator of which is 360 and (ii) the CIA
Initial Invested Amount and (y) an amount equal to the product of (i) the
product of (a) the CIA Certificate Rate for the period from and including
May 17, 1997 to and including June 16, 1997 and (b) a fraction the numerator of
which is 31 and the denominator of which is 360 and (ii) the CIA Initial
Invested Amount.
On the Determination Date preceding each Distribution Date, the
Servicer shall determine an amount (the "CIA Interest Shortfall") equal to the
----------------------
excess, if any, of (x) the aggregate CIA Monthly Interest for the Interest
Period applicable to the preceding Distribution Date over (y) the amount which
----
was paid to the CIA Certificateholders in respect of interest on such preceding
37
Distribution Date pursuant to the terms hereof and of the Spread Account
Agreement. If there is a CIA Interest Shortfall with respect to any
Distribution Date, an additional amount ("CIA Default Interest") shall be
--------------------
payable as provided herein with respect to the CIA Certificates on each
Distribution Date following such Distribution Date to and including the
Distribution Date on which such CIA Interest Shortfall is paid to the CIA
Certificateholders equal to the product of (i) the product of (a) the CIA
Certificate Rate plus 2.00% per annum and (b) a fraction the numerator of which
is the actual number of days in the related Interest Period and the denominator
of which is 360 and (ii) such CIA Interest Shortfall. Notwithstanding anything
to the contrary herein, CIA Default Interest shall be payable or distributed to
the CIA Certificateholders only to the extent permitted by applicable law.
Section 4.07 Determination of Monthly Principal. (a) The amount of
----------------------------------
monthly principal (the "Class A Monthly Principal") distributable from the
-------------------------
Principal Account with respect to the Class A Certificates on each Transfer Date
beginning with the Transfer Date in the month following the month in which the
Accumulation Period or, if earlier, the Rapid Amortization Period begins shall
be equal to the least of (i) the Available Investor Principal Collections on
deposit in the Principal Account with respect to such Transfer Date, (ii) for
each Transfer Date with respect to the Accumulation Period prior to the Class A
Scheduled Payment Date, the Controlled Deposit Amount for such Transfer Date and
(iii) the Class A Adjusted Invested Amount on such Transfer Date prior to any
deposit into the Principal Funding Account to be made on such day.
(b) The amount of monthly principal (the "Class B Monthly Principal")
-------------------------
distributable from the Principal Account with respect to the Class B
Certificates on each Transfer Date, beginning with the Transfer Date first
preceding the Class B Principal Commencement Date, shall be an amount equal to
the least of (i) the Available Investor Principal Collections on deposit in the
Principal Account with respect to such Transfer Date (minus the portion of such
Available Investor Principal Collections applied to Class A Monthly Principal on
such Transfer Date), (ii) for each Transfer Date with respect to the
Accumulation Period prior to the Class B Scheduled Payment Date, the Controlled
Deposit Amount for such Transfer Date (minus the Class A Monthly Principal for
38
such Transfer Date) and (iii) the Class B Adjusted Invested Amount on such
Transfer Date (after taking into account any adjustments to be made on such
Transfer Date pursuant to Sections 4.12 and 4.14 of the Agreement on such
Transfer Date).
(c) The amount of monthly principal (the "CIA Monthly
-----------
Principal") distributable from the Principal Account with respect to the CIA
---------
Certificates on each Transfer Date, beginning with the Transfer Date first
preceding the CIA Principal Commencement Date, shall be an amount equal to the
least of (i) the Available Investor Principal Collections on deposit in the
Principal Account with respect to such Transfer Date (minus the portion of such
Available Investor Principal Collections applied to Class A Monthly Principal
and Class B Monthly Principal on such Transfer Date), (ii) for each Transfer
Date with respect to the Accumulation Period prior to the CIA Scheduled Payment
Date, the Controlled Deposit Amount for such Transfer Date (minus the Class A
Monthly Principal and the Class B Monthly Principal for such Transfer Date) and
(iii) the CIA Adjusted Invested Amount on such Transfer Date (after taking into
account any adjustments to be made on such Transfer Date pursuant to Sections
4.12 and 4.14 of the Agreement on such Transfer Date).
Section 4.08 Coverage of Required Amount for the Investor
--------------------------------------------
Certificates. On each Determination Date, the Servicer shall determine the
------------
amount (the "Class A Required Amount"), if any, by which the sum of (i) Class A
-----------------------
Monthly Interest for the following Distribution Date, (ii) any Class A Monthly
Interest previously due but not paid to the Class A Certificateholders on a
prior Distribution Date, (iii) Class A Default Interest, if any, for such
Distribution Date and any Class A Default Interest previously due but not paid
to the Class A Certificateholders on a prior Distribution Date, (iv) if First
USA Bank is no longer the Servicer, the Class A Monthly Servicing Fee for the
related Distribution Date and (v) the Class A Investor Default Amount, if any,
for such Distribution Date exceeds the Class A Available Funds for the related
Monthly Period.
On each Determination Date, the Servicer shall determine the amount
(the "Class B Required Amount"), if any, equal to the sum of (x) the amount, if
-----------------------
any, by which the sum of (i) Class B Monthly Interest for the following
Distribution Date, (ii) any Class B Monthly Interest previously due but not paid
to the Class B Certificate-
39
holders on a prior Distribution Date, (iii) Class B Default Interest, if any,
for such Distribution Date and any Class B Default Interest previously due but
not paid to the Class B Certificateholders on a prior Distribution Date and (iv)
if First USA Bank is no longer the Servicer, the Class B Monthly Servicing Fee
for the related Distribution Date exceeds the Class B Investor Percentage of
Collections in respect of Finance Charge Receivables deposited in the Finance
Charge Account for the related Monthly Period and (y) the amount, if any, by
which the Class B Investor Default Amount, if any, for such Distribution Date
exceeds the amount of Excess Finance Charge Collections available to make
payments with respect thereto pursuant to subsection 4.13(d) of the Agreement.
In the event that the sum of the Class A Required Amount and the
Class B Required Amount for such Distribution Date is greater than zero, the
Servicer shall give written notice to the Trustee of such positive Class A
Required Amount or Class B Required Amount on the Determination Date. In the
event that the Class A Required Amount for such Distribution Date is greater
than zero all or a portion of the Excess Finance Charge Collections with respect
to the related Transfer Date in an amount equal to the Class A Required Amount
for such Distribution Date shall be distributed from the Finance Charge Account
on such Distribution Date pursuant to subsection 4.13(a) of the Agreement. In
the event that the Class A Required Amount for such Transfer Date exceeds the
amount of Excess Finance Charge Collections with respect to such Transfer Date,
the Collections of Principal Receivables allocable to the CIA Certificates and
the Collections of Principal Receivables allocable to the Class B Certificates
with respect to the prior Monthly Period shall be applied as specified in
Section 4.14 of the Agreement. In the event that after the application of Excess
Finance Charge Collections there is a Class B Required Amount for such Transfer
Date, the Collections of Principal Receivables allocable to the CIA Certificates
(after application to the Class A Required Amount) shall be applied as specified
in Section 4.14 of the Agreement; provided, however, that the sum of any
-------- -------
payments pursuant to this paragraph shall not exceed the sum of the Class A
Required Amount and the Class B Required Amount.
Section 4.09 Monthly Payments. On each Transfer Date, the Trustee,
----------------
acting in accordance with written
40
instructions from the Servicer substantially in the form of Exhibit E hereto,
shall make the withdrawals, deposits and payments specified in subsections (a)
through (h) of this Section 4.09.
(a) On the Transfer Date preceding each Distribution Date, an amount
equal to the Class A Available Funds deposited or deemed to have been deposited
into the Finance Charge Account for the related Monthly Period will be
distributed in the following priority:
(i) an amount equal to Class A Monthly Interest for such
Distribution Date, plus the amount of any Class A Monthly Interest
----
previously due but not paid to Class A Certificateholders on a prior
Distribution Date, plus the amount of any Class A Default Interest for such
----
Distribution Date, shall be deposited by the Servicer or the Trustee into
the Distribution Account;
(ii) if First USA Bank is no longer the Servicer, an amount equal
to the Class A Monthly Servicing Fee for such Distribution Date shall be
distributed to the Servicer;
(iii) an amount equal to the aggregate Class A Investor Default
Amount, if any, for such Distribution Date shall be (A) distributed to the
Holder of the Exchangeable Transferor Certificate on Distribution Dates
with respect to the Revolving Period, but not exceeding the Transferor
Interest (determined as of such Distribution Date after giving effect to
any Principal Receivables transferred to the Trust during the Monthly
Period relating to such Distribution Date, any such amount in excess of the
Transferor Interest to be treated as Unallocated Principal Collections) and
(B) deposited in the Principal Account and treated as a portion of
Available Investor Principal Collections for Distribution Dates with
respect to the Amortization Period; and
(iv) the balance, if any, shall constitute Excess Finance Charge
Collections and shall be allocated and distributed as set forth in Section
4.13 of the Agreement.
(b) On the Transfer Date preceding each Distribution Date, an amount
equal to the Class B Available Funds deposited or deemed to have been deposited
in
41
the Finance Charge Account for the related Monthly Period will be distributed in
the following priority:
(i) an amount equal to the Class B Monthly Interest for such
Distribution Date, plus the amount of any Class B Monthly Interest
----
previously due but not paid to the Class B Certificateholders on a prior
Distribution Date, plus the amount of any Class B Default Interest for such
----
Distribution Date, shall be deposited by the Servicer or the Trustee into
the Distribution Account;
(ii) if First USA Bank is no longer the Servicer, an amount equal
to the Class B Monthly Servicing Fee for such Distribution Date shall be
distributed to the Servicer; and
(iii) the balance, if any, shall constitute Excess Finance
Charge Collections and shall be allocated and distributed as set forth in
Section 4.13 of the Agreement.
(c) On the Transfer Date preceding each Distribution Date, an
amount equal to the CIA Available Funds deposited or deemed to have been
deposited in the Finance Charge Account for the related Monthly Period will be
distributed in the following priority:
(i) if First USA Bank is no longer the Servicer, an amount equal
to the CIA Monthly Servicing Fee for such Distribution Date shall be
distributed to the Servicer; and
(ii) the balance, if any, shall constitute Excess Finance Charge
Collections and shall be allocated and distributed as set forth in
Section 4.13 of the Agreement.
(d) On each Transfer Date during the Revolving Period, the
Trustee shall distribute an amount equal to the Available Investor Principal
Collections deposited or deemed to have been deposited into the Principal
Account for the related Monthly Period in the following priority:
(i) an amount equal to the lesser of (A) the product of (1) a
fraction, the numerator of which is equal to the Available Investor
Principal
42
Collections and the denominator of which is equal to the sum of the
Principal Collections available for sharing as specified in the related
Series Supplement for each Series and (2) the Principal Shortfall
applicable to such other Series and (B) remaining Available Investor
Principal Collections, shall be treated as Excess Principal Collections and
be deposited in the applicable principal accounts for such other Series
with Principal Shortfalls; and
(ii) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections for such Transfer Date over (B) the
applications specified in subsection 4.09(d)(i) above shall be paid to the
Holder of the Exchangeable Transferor Certificate; provided, however, that
-------- -------
the amount to be paid to the Holder of the Exchangeable Transferor
Certificate pursuant to this subsection 4.09(d)(ii) with respect to such
Transfer Date shall be paid to the Holder of the Exchangeable Transferor
Certificate only if the Transferor Interest on the related Date of
Processing is greater than zero (after giving effect to the inclusion in
the Trust of all Receivables created on or prior to such Transfer Date and
after giving effect to Collections of Principal Receivables on such
Transfer Date) and otherwise shall be considered as Unallocated Principal
Collections and deposited into the Principal Account in accordance with
subsection 4.03(f).
(e) On each Transfer Date, during the Accumulation Period or the
Rapid Amortization Period, the Trustee shall distribute an amount equal to the
Available Investor Principal Collections deposited or deemed to have been
deposited into the Principal Account for the related Monthly Period in the
following priority:
(i) an amount equal to the Class A Monthly Principal for such
Transfer Date plus, to the extent of any applicable Principal Shortfall for
----
the related Distribution Date, Excess Principal Collections from other
Series, to the extent available, shall be (A) during the Accumulation
Period, deposited into the Principal Funding Account, and (B) during the
Rapid Amortization Period, deposited into the Distribution Account;
(ii) after giving effect to the distribution referred to in
clause (i) above, an amount
43
equal to the Class B Monthly Principal plus, to the extent of any
----
applicable Principal Shortfall for the related Distribution Date, Excess
Principal Collections from other Series, to the extent available, shall be
(A) during the Accumulation Period, deposited into the Principal Funding
Account, and (B) during the Rapid Amortization Period, deposited into the
Distribution Account;
(iii) after giving effect to the distributions referred to in
clauses (i) and (ii) above, an amount equal to the CIA Monthly Principal
plus, to the extent of any applicable Principal Shortfall for the related
----
Distribution Date, Excess Principal Collections from other Series, to the
extent available, shall be (A) during the Accumulation Period, deposited
into the Principal Funding Account, and (B) during the Rapid Amortization
Period, deposited into the Distribution Account;
(iv) an amount equal to the lesser of (A) the product of (1) a
fraction, the numerator of which is equal to the Available Investor
Principal Collections remaining after the application specified in
subsections 4.09(e)(i), (ii) and (iii) above and the denominator of which
is equal to the sum of the Available Investor Principal Collections
available for sharing as specified in the related Series Supplement for
each other Series and (2) the Principal Shortfalls for all Series and (B)
the Available Investor Principal Collections, shall remain in the Principal
Account to be treated as Excess Principal Collections and applied to Series
other than this Series 1997-2; and
(v) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections over (B) the applications specified in
subsection 4.09(e)(i) through (iv) above shall be paid to the Holder of the
Exchangeable Transferor Certificate; provided, however, that the amount to
-------- -------
be paid to the Holder of the Exchangeable Transferor Certificate pursuant
to this subsection 4.09(e)(v) with respect to such Transfer Date shall be
paid to the Holder of the Exchangeable Transferor Certificate only if the
Transferor Interest on the related Date of Processing is greater than zero
(after giving effect to the inclusion in the Trust of all Receivables
created on or prior to such Transfer Date and
44
the application of payments referred to in subsection 4.03(b) of the
Agreement) and otherwise shall be considered as Unallocated Principal
Collections and deposited into the Principal Account in accordance with
subsection 4.03(f) of the Agreement; provided, further, that in no event
-------- -------
shall the amount payable to the Holder of the Exchangeable Transferor
Certificate pursuant to this subsection 4.09(e)(v) be greater than the
Transferor Interest on such Transfer Date.
(f) On the earlier to occur of the first Transfer Date with
respect to the Rapid Amortization Period or the Transfer Date immediately
preceding the Class A Scheduled Payment Date, the Trustee shall withdraw from
the Principal Funding Account and deposit in the Distribution Account the amount
on deposit in the Principal Funding Account.
(g) [Reserved]
(h) On the earlier to occur of the first Distribution Date
with respect to the Rapid Amortization Period or the Class A Scheduled Payment
Date and on each Distribution Date thereafter, the Trustee shall pay in
accordance with Section 5.01 of the Agreement from the Distribution Account the
amount so deposited into the Distribution Account pursuant to subsection 4.09(f)
of the Agreement on the related Transfer Date in the following priority:
(i) an amount equal to the lesser of such amount on deposit
in the Distribution Account and the Class A Invested Amount shall be paid
to the Class A Certificateholders;
(ii) on the Class B Principal Commencement Date and on each
Distribution Date thereafter, after giving effect to the distributions
referred to in clause (i) above, an amount equal to the lesser of such
amount on deposit in the Distribution Account and the Class B Invested
Amount shall be paid to the Class B Certificateholders; and
(iii) on the CIA Principal Commencement Date and on each
Distribution Date thereafter, after giving effect to the distributions
referred to in clauses (i) and (ii) above, an amount equal to the lesser of
such amount on deposit in the Distribution
45
Account and the CIA Invested Amount shall be paid to the CIA
Certificateholders.
(i) The Accumulation Period is scheduled to commence at the close
of business on April 30, 2003; provided, however, that, if the Accumulation
-------- -------
Period Length (determined as described below) is less than 12 months, the date
on which the Accumulation Period actually commences may, at the option of the
Servicer, upon written notice to the Trustee, be delayed to the first Business
Day of the month that is the number of months prior to the Class A Scheduled
Payment Date at least equal to the Accumulation Period Length and, as a result,
the number of Monthly Periods in the Accumulation Period will at least equal the
Accumulation Period Length. On each Determination Date until the Accumulation
Period begins, the Servicer will determine the "Accumulation Period Length"
--------------------------
which will equal the number of months such that the sum of the Accumulation
Period Factors for each month during such period will be equal to or greater
than the Required Accumulation Factor Number; provided, however, that the
-------- -------
Accumulation Period Length will not be less than one month.
Section 4.10 Payment of Certificate Interest. On each Distribution
-------------------------------
Date, the Paying Agent shall pay in accordance with Section 5.01 of the
Agreement to the Class A Certificateholders from the Distribution Account the
amount deposited into the Distribution Account pursuant to subsections
4.09(a)(i), 4.13(a), 4.14(a)(i)(x) and 4.14(b)(i) of the Agreement on the
related Transfer Date or such Distribution Date, as applicable, to the Class B
Certificateholders from the Distribution Account the amount deposited into the
Distribution Account pursuant to subsections 4.09(b)(i), 4.13(c) and
4.14(a)(i)(y) of the Agreement on the related Transfer Date and to the CIA
Certificateholders from the Distribution Account the amount deposited into the
Distribution Account pursuant to subsection 4.13(f) of the Agreement on the
related Transfer Date.
Section 4.11 [Reserved]
Section 4.12 Investor Charge-Offs.
--------------------
(a) On each Distribution Date, the Servicer shall calculate the
Class A Investor Default Amount. If on any Distribution Date, the Class A
Investor Default Amount for such Distribution Date exceeds the
46
sum of the amount allocated with respect thereto pursuant to subsection
4.09(a)(iii), subsection 4.13(a) and Section 4.14 of the Agreement with respect
to the Monthly Period immediately preceding such Distribution Date, the CIA
Invested Amount will be reduced by the amount of such excess, but not more than
the lesser of the Class A Investor Default Amount and the CIA Invested Amount
for such Distribution Date. In the event that, but for the limitation on the
amount of such reduction in the preceding sentence, such reduction would cause
the CIA Invested Amount to be a negative number, the CIA Invested Amount will be
reduced to zero, and the Class B Invested Amount will be reduced by the amount
by which the CIA Invested Amount would have been reduced below zero. In the
event that such reduction would cause the Class B Invested Amount to be a
negative number, the Class B Invested Amount will be reduced to zero, and the
Class A Invested Amount will be reduced by the amount by which the Class B
Invested Amount would have been reduced below zero, but not more than the Class
A Investor Default Amount for such Distribution Date (a "Class A Investor
----------------
Charge-Off"). If the Class A Invested Amount has been reduced by the amount of
----------
any Class A Investor Charge-Offs, it will be reimbursed on any Distribution Date
(but not by an amount in excess of the aggregate Class A Investor Charge-Offs)
by the amount of Excess Finance Charge Collections allocated and available for
such purpose pursuant to subsection 4.13(b) of the Agreement.
(b) On each Distribution Date, the Servicer shall calculate the Class
B Investor Default Amount. If on any Distribution Date, the Class B Investor
Default Amount for such Distribution Date exceeds the amount of Excess Finance
Charge Collections and Reallocated Principal Collections which are allocated and
available to fund such amount pursuant to subsection 4.13(d) and Section 4.14 of
the Agreement, the CIA Invested Amount (after giving effect to any adjustments
with respect thereto as described in the preceding paragraph) will be reduced by
the amount of such excess but not more than the lesser of the Class B Investor
Default Amount and the CIA Invested Amount for such Distribution Date. In the
event that, but for the limitation on the amount of such reduction in the
preceding sentence, such reduction would cause the CIA Invested Amount to be a
negative number, the CIA Invested Amount shall be reduced to zero and the Class
B Invested Amount shall be reduced by the amount by which the CIA Invested
Amount would have been reduced below zero, but not more than the Class B
47
Investor Default Amount for such Distribution Date (a "Class B Investor Charge-
-----------------------
Off"). The Class B Invested Amount will also be reduced by the amount of
---
Reallocated Class B Principal Collections in excess of the CIA Invested Amount
pursuant to Section 4.14 of the Agreement and the amount of any portion of the
Class B Invested Amount allocated to the Class A Certificates to avoid a
reduction in the Class A Invested Amount pursuant to subsection 4.12(a) of the
Agreement. The Class B Invested Amount will thereafter be reimbursed (but not
in the excess of the unpaid principal balance of the Class B Certificates) on
any Distribution Date by the amount of Excess Finance Charge Collections
allocated and available for that purpose as described under subsection 4.13(e)
of the Agreement.
(c) On each Distribution Date, the Servicer shall calculate the
CIA Investor Default Amount. If on any Distribution Date, the CIA Investor
Default Amount for such Distribution Date exceeds the sum of the amount of
Excess Finance Charge Collections which are allocated and available to fund such
amount pursuant to subsection 4.13(h) of the Agreement, the CIA Invested Amount
(after giving effect to any adjustments with respect thereto as described in the
preceding paragraphs) will be reduced by the amount of such excess but not more
than the lesser of the CIA Investor Default Amount and the CIA Invested Amount
for such Distribution Date (a "CIA Investor Charge-Off"). The CIA Invested
-----------------------
Amount will also be reduced by the amount of Reallocated Principal Collections
pursuant to Section 4.14 of the Agreement and the amount of any portion of the
CIA Invested Amount allocated to the Class A Certificates or the Class B
Certificates to avoid a reduction in the Class A Invested Amount, pursuant to
subsection 4.12(a) of the Agreement, or the Class B Invested Amount, pursuant to
subsection 4.12(b) of the Agreement, respectively. The CIA Invested Amount will
thereafter be reimbursed (but not in the excess of the unpaid principal balance
of the CIA Certificates) on any Distribution Date by the amount of Excess
Finance Charge Collections allocated and available for that purpose as described
under subsection 4.13(i) of the Agreement.
Section 4.13 Excess Finance Charge Collections for the Series 1997-2
-------------------------------------------------------
Certificates. On each Transfer Date, the Servicer will apply or cause the
------------
Trustee to apply Excess Finance Charge Collections with respect to
48
the related Monthly Period, to make the following distributions in the following
priority:
(a) an amount equal to the Class A Required Amount, if any, with
respect to the related Monthly Period will be used to fund the Class A Required
Amount and be applied in accordance with subsection 4.09(a) of the Agreement;
(b) an amount equal to the aggregate amount of Class A Investor
Charge-Offs, which have not been previously reimbursed (after giving effect to
the allocation with respect to the related Distribution Date of certain other
amounts applied for that purpose) will be distributed to the Holder of the
Exchangeable Transferor Certificate on Transfer Dates with respect to the
Revolving Period, but not exceeding the Transferor Interest in Principal
Receivables on such day (after giving effect to any new Principal Receivables
transferred to the Trust on such day) and on Transfer Dates with respect to the
Amortization Period, will be deposited in the Principal Account and treated as a
portion of Available Investor Principal Collections for the related Distribution
Date;
(c) an amount equal to the amount of interest which has accrued with
respect to the Class B Outstanding Principal Balance at the applicable Class B
Certificate Rate but has not been deposited in the Distribution Account for the
benefit of the Class B Certificateholders either on such Transfer Date or on a
prior Transfer Date and any other amounts due and owing on the related
Distribution Date pursuant to subsection 4.09(b)(i) of the Agreement will be
deposited into the Distribution Account for payment to the Class B
Certificateholders;
(d) an amount equal to the aggregate Class B Investor Default Amount,
if any, for the related Distribution Date will be distributed to the holder of
the Exchangeable Transferor Certificate on Transfer Dates with respect to the
Revolving Period (but not exceeding the Transferor Interest in Principal
Receivables on such day (after giving effect to any new Principal Receivables
transferred to the Trust on such day)), and on Transfer Dates with respect to
the Amortization Period will be deposited in the Principal Account and treated
as a portion of Available Investor Principal Collections for the related
Distribution Date;
49
(e) an amount equal to the aggregate amount by which the Class B
Invested Amount has been reduced below the initial Class B Invested Amount for
reasons other than the payment of principal to the Class B Certificateholders
(but not in excess of the aggregate amount of such reductions which have not
been previously reimbursed) will be distributed to the holder of the
Exchangeable Transferor Certificate on Transfer Dates with respect to the
Revolving Period, but not in an amount exceeding the Transferor Interest in
Principal Receivables on such day (after giving effect to any new Principal
Receivables transferred to the Trust on such day) and on Transfer Dates with
respect to the Amortization Period will be deposited in the Principal Account
and treated as a portion of Available Investor Principal Collections for the
related Distribution Date;
(f) an amount equal to the CIA Monthly Interest for the related
Distribution Date, plus the amount of any CIA Monthly Interest previously due
but not paid to the CIA Certificateholders on a prior Distribution Date, plus
the amount of any CIA Default Interest for the related Distribution Date, will
be deposited into the Distribution Account for payment to the CIA
Certificateholders;
(g) an amount equal to the Unpaid Investor Monthly Servicing Fee will
be paid to the Servicer;
(h) an amount equal to the aggregate CIA Investor Default Amount, if
any, for the related Distribution Date will be distributed to the holder of the
Exchangeable Transferor Certificate on Transfer Dates with respect to the
Revolving Period (but not exceeding the Transferor Interest in Principal
Receivables on such day (after giving effect to any new Principal Receivables
transferred to the Trust on such day)), and on Transfer Dates with respect to
the Amortization Period will be deposited in the Principal Account and treated
as a portion of Available Investor Principal Collections for the related
Distribution Date;
(i) an amount equal to the aggregate amount by which the CIA Invested
Amount has been reduced below the CIA Initial Invested Amount for reasons other
than the payment of principal to the CIA Certificateholders (but not in excess
of the aggregate amount of such reductions which have not been previously
reimbursed) will be distributed to the holder of the Ex-
50
changeable Transferor Certificate on Transfer Dates with respect to the
Revolving Period, but not in an amount exceeding the Transferor Interest in
Principal Receivables on such day (after giving effect to any new Principal
Receivables transferred to the Trust on such day) and on Transfer Dates with
respect to the Amortization Period will be deposited in the Principal Account
and treated as a portion of Available Investor Principal Collections for the
related Distribution Date;
(j) on each Transfer Date from and after the Reserve Account
Funding Date, but prior to the date on which the Reserve Account terminates as
described in subsection 4.17(f) of the Agreement, an amount up to the excess, if
any, of the Required Reserve Account Amount over the Available Reserve Account
Amount shall be deposited into the Reserve Account; and
(k) the balance, if any, after giving effect to the payments made
pursuant to subparagraphs (a) through (j) above shall be applied in accordance
with the provisions of the Spread Account Agreement.
Section 4.14 Reallocated Principal Collections for the Series 1997-2
-------------------------------------------------------
Certificates.
------------
(a) On each Distribution Date, the Servicer will apply or cause
the Trustee to apply an amount, not to exceed the CIA Invested Amount, equal to
the product of (a)(i) during the Revolving Period, the CIA Floating Allocation
Percentage or (ii) during an Amortization Period, the CIA Fixed/Floating
Allocation Percentage and (b) the amount of Collections of Principal Receivables
with respect to the related Monthly Period in the following priority (such
collections applied in accordance with clause (i) below are called "Reallocated
-----------
CIA Principal Collections"):
-------------------------
(i) an amount equal to the sum of (x) the excess, if any, of the
Class A Required Amount with respect to such related Monthly Period over
the amount of Excess Finance Charge Collections with respect to such
related Monthly Period and (y) the Class B Required Amount with respect to
the related Monthly Period which amount shall be applied in priority first
pursuant to subsections 4.09(a)(i) through (iii) of the Agreement and then
pursuant to subsections 4.09(b)(i) and (ii) and 4.13(c) and (d) of the
Agreement; and
51
(ii) any such collections not applied in the foregoing manner
(and therefore not constituting Reallocated CIA Principal Collections)
will, on Distribution Dates with respect to the Revolving Period, be
applied as Available Investor Principal Collections.
(b) On each Distribution Date, the Servicer will apply or cause
the Trustee to apply an amount, not to exceed the Class B Invested Amount, equal
to the product of (a)(i) during the Revolving Period, the Class B Floating
Allocation Percentage or (ii) during an Amortization Period, the Class B
Fixed/Floating Allocation Percentage and (b) the amount of Collections of
Principal Receivables with respect to the related Monthly Period in the
following priority (such collections applied in accordance with clause (i) below
are called "Reallocated Class B Principal Collections"):
-----------------------------------------
(i) an amount equal to the excess, if any, of the Class A
Required Amount with respect to such related Monthly Period over the sum of
(x) the amount of Excess Finance Charge Collections with respect to such
related Monthly Period and (y) the amount of Reallocated CIA Principal
Collections applied with respect thereto for the related Monthly Period
shall be applied in priority pursuant to subsection 4.09(a)(i) through
(iii) of the Agreement; and
(ii) any such collections not applied in the foregoing manner
(and therefore not constituting Reallocated Class B Principal Collections)
will, on Distribution Dates with respect to the Revolving Period, be
applied as Available Investor Principal Collections.
On each Distribution Date the CIA Invested Amount shall be reduced by
the amount of Reallocated CIA Principal Collections and by the amount of
Reallocated Class B Principal Collections for such Distribution Date. In the
event that such reduction would cause the CIA Invested Amount to be a negative
number, the CIA Invested Amount shall be reduced to zero and the Class B
Invested Amount shall be reduced by the amount by which the CIA Invested Amount
would have been reduced below zero. In the event that the reallocation of
Principal Collections would cause the Class B Invested Amount to be a negative
number on any Distribution Date, Principal Collections
52
shall be reallocated on such Distribution Date in an aggregate amount not to
exceed the amount which would cause the Class B Invested Amount to be reduced to
zero.
Section 4.15 Determination of LIBOR.
----------------------
(a) On each LIBOR Determination Date, the Trustee shall determine
LIBOR on the basis of the rate for deposits in United States dollars for a
period equal to the relevant Interest Period which appears on Telerate Page 3750
as of 11:00 a.m., London time, on such date. If such rate does not appear on
Telerate Page 3750, 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 period equal to the
relevant Interest Period. The Trustee 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 Servicer, 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
period equal to the relevant Interest Period.
(b) The Class A Certificate Rate, the Class B Certificate Rate and
the CIA Certificate Rate applicable to the then current and the immediately
preceding Interest Periods may be obtained by any Series 1997-2
Certificateholder by telephoning the Paying Agent at its corporate trust office
at (000) 000-0000.
(c) On each LIBOR Determination Date, the Trustee shall send to
the Servicer by facsimile notification of LIBOR for the following Interest
Period. The Trustee shall cause the Class A Certificate Rate and the Class B
Certificate Rate applicable to an Interest Period to be provided to the
Luxembourg Stock Exchange as soon as possible after its determination but in no
event later than the first day of such Interest Period. In addition the Trustee
shall cause the Class A Monthly Interest and Class B Monthly Interest applicable
to an Interest Period to be provided to the Luxembourg Stock
53
Exchange within one Business Day of the date on which the Trustee receives
notification of the Class A Monthly Interest and the Class B Monthly Interest
from the Servicer.
Section 4.16 Principal Funding Account.
-------------------------
(a) The Servicer shall establish and maintain with a Qualified
Institution, which may be the Trustee, in the name of the Trustee, on behalf of
the Trust, for the benefit of the Investor Certificateholders, a segregated
trust account with the corporate trust department of such Qualified Institution
(the "Principal Funding Account"), bearing a designation clearly indicating that
-------------------------
the funds deposited therein are held for the benefit of the Investor
Certificateholders. The Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Principal Funding Account and in
all proceeds thereof. The Principal Funding Account shall be under the sole
dominion and control of the Trustee for the benefit of the Investor
Certificateholders. If any time the institution holding the Principal Funding
Account ceases to be a Qualified Institution the Transferor shall notify the
Trustee, and the Trustee upon being notified (or the Servicer on its behalf)
shall, within ten (10) Business Days, establish a new Principal Funding Account
meeting the conditions specified above with a Qualified Institution, and shall
transfer any cash or any investments to such new Principal Funding Account. The
Trustee, at the written direction of the Servicer, shall (i) make withdrawals
from the Principal Funding Account from time to time, in the amounts and for the
purposes set forth in this Supplement, and (ii) on each Transfer Date (from and
after the commencement of the Accumulation Period) prior to termination of the
Principal Funding Account make a deposit into the Principal Funding Account in
the amount specified in, and otherwise in accordance with, subsection 4.09(e) of
the Agreement.
(b) Funds on deposit in the Principal Funding Account shall be
invested at the written direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Principal Funding Account on any Transfer
Date, after giving effect to any withdrawals from the Principal Funding Account
on such Transfer Date, shall be invested in such investments that will mature so
that such funds will be available for withdrawal on or prior to the following
Transfer Date. The
54
Trustee shall maintain for the benefit of the Investor Certificateholders
possession of the negotiable instruments or securities, if any, evidencing such
Permitted Investments. No Permitted Investment shall be disposed of prior to
its maturity.
On the Transfer Date occurring in the month following the commencement
of the Accumulation Period and on each Transfer Date thereafter with respect to
the Accumulation Period, the Trustee, acting at the Servicer's written direction
given on such Transfer Date, shall (x) transfer from the Principal Funding
Account to the Finance Charge Account the Principal Funding Investment Proceeds
on deposit in the Principal Funding Account, but not in excess of the Covered
Amount, for application as Class A Available Funds, Class B Available Funds and
CIA Available Funds pursuant to subsections 4.09(a), 4.09(b) and 4.09(c),
respectively, of the Agreement and (y) pay any excess Principal Funding
Investment Proceeds to the Transferor. An amount equal to any Principal Funding
Investment Shortfall will be deposited in the Finance Charge Account on each
Transfer Date from the Reserve Account to the extent funds are available
pursuant to subsections 4.17(d), 4.17(e) and 4.17(f) of the Agreement.
Principal Funding Investment Proceeds (including reinvested interest) shall not
be considered part of the amounts on deposit in the Principal Funding Account
for purposes of this Series Supplement.
Section 4.17 Reserve Account.
---------------
(a) The Servicer shall establish and maintain with a Qualified
Institution, which may be the Trustee, in the name of the Trustee, on behalf of
the Trust, for the benefit of the Investor Certificateholders, a segregated
trust account with the corporate trust department of such Qualified Institution
(the "Reserve Account"), bearing a designation clearly indicating that the funds
---------------
deposited therein are held for the benefit of the Investor Certificateholders.
The Trustee shall possess all right, title and interest in all funds on deposit
from time to time in the Reserve Account and in all proceeds thereof. The
Reserve Account shall be under the sole dominion and control of the Trustee for
the benefit of the Investor Certificateholders. If at any time the institution
holding the Reserve Account ceases to be a Qualified Institution the Transferor
shall notify the Trustee, and the Trustee upon being notified (or the Servicer
on its behalf) shall, within 10 Business Days,
55
establish a new Reserve Account meeting the conditions specified above with a
Qualified Institution, and shall transfer any cash or any investments to such
new Reserve Account. The Trustee, at the written direction of the Servicer,
shall (i) make withdrawals from the Reserve Account from time to time in an
amount up to the Available Reserve Account Amount at such time, for the purposes
set forth in this Supplement, and (ii) on each Transfer Date (from and after the
Reserve Account Funding Date) prior to termination of the Reserve Account make a
deposit into the Reserve Account in the amount specified in, and otherwise in
accordance with, subsection 4.13(j) of the Agreement.
(b) Funds on deposit in the Reserve Account shall be invested at the
written direction of the Servicer by the Trustee in Permitted Investments.
Funds on deposit in the Reserve Account on any Transfer Date, after giving
effect to any withdrawals from the Reserve Account on such Transfer Date, shall
be invested in such investments that will mature so that such funds will be
available for withdrawal on or prior to the following Transfer Date. The
Trustee shall maintain for the benefit of the Investor Certificateholders
possession of the negotiable instruments or securities, if any, evidencing such
Permitted Investments. No Permitted Investment shall be disposed of prior to
its maturity. On each Transfer Date, all interest and earnings (net of losses
and investment expenses) accrued since the preceding Transfer Date on funds on
deposit in the Reserve Account shall be retained in the Reserve Account (to the
extent that the Available Reserve Account Amount is less than the Required
Reserve Account Amount) and the balance, if any, shall be deposited into the
Finance Charge Account for application as Collections of Finance Charge
Receivables allocable to the Investor Certificates on such Transfer Date. For
purposes of determining the availability of funds or the balance in the Reserve
Account for any reason under this Supplement, except as otherwise provided in
the preceding sentence, investment earnings on such funds shall be deemed not to
be available or on deposit.
(c) On each Transfer Date with respect to the Accumulation Period
prior to the payment in full of the Invested Amount and the first Transfer Date
with respect to the Rapid Amortization Period, the Servicer shall calculate the
"Reserve Draw Amount" which shall be equal to the Principal Funding Investment
-------------------
Shortfall with
56
respect to each Transfer Date with respect to the Accumulation Period or the
first Transfer Date with respect to the Rapid Amortization Period; provided,
--------
however, that such amount will be reduced to the extent that funds otherwise
-------
would be available for deposit in the Reserve Account under subsection 4.13(j)
of the Agreement with respect to such Transfer Date.
(d) In the event that for any Transfer Date the Reserve Draw Amount is
greater than zero, the Reserve Draw Amount, up to the Available Reserve Account
Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the
Trustee (acting in accordance with the written instructions of the Servicer),
deposited into the Finance Charge Account for application in accordance with
Section 4.09 of the Agreement.
(e) In the event that the Reserve Account Surplus on any Transfer
Date, after giving effect to all deposits to and withdrawals from the Reserve
Account with respect to such Transfer Date, is greater than zero, the Trustee,
acting in accordance with the written instructions of the Servicer, shall
withdraw from the Reserve Account and deposit in the Finance Charge Account an
amount equal to such Reserve Account Surplus for application in accordance with
Section 4.09 of the Agreement.
(f) Upon the earliest to occur of (i) the termination of the Trust
pursuant to Article XII of the Agreement, (ii) the day on which the Invested
Amount is paid in full to the Series 1997-2 Certificateholders, (iii) if the
Accumulation Period has not commenced, the occurrence of a Pay Out Event with
respect to Series 1997-2 and (iv) if the Accumulation Period has commenced, the
earlier of the first Transfer Date with respect to the Rapid Amortization Period
and the Class A Scheduled Payment Date, the Trustee, acting in accordance with
the written instructions of the Servicer, after the prior payment of all amounts
owing to the Series 1997-2 Certificateholders that are payable from the Reserve
Account as provided herein, shall withdraw from the Reserve Account and deposit
in the Finance Charge Account all amounts, if any, on deposit in the Reserve
Account for application in accordance with Section 4.09 of the Agreement, and
the Reserve Account shall be deemed to have terminated for purposes of this
Supplement.
57
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
1997-2 Certificates:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
Section 5.01 Distributions.
-------------
(a) On each Distribution Date, the Paying Agent shall distribute
(in accordance with the certificate delivered by the Servicer to the Trustee
pursuant to subsection 3.04(b) of the Agreement) to each Class A
Certificateholder of record on the preceding Record Date (other than as provided
in subsection 2.04(e) or in Section 12.03 of the Agreement respecting a final
distribution) such Certificateholder's pro rata share (based on the aggregate
--- ----
Undivided Interests represented by Class A Certificates held by such
Certificateholder) of amounts on deposit in the Distribution Account as are
payable to the Class A Certificateholders pursuant to subsection 4.09(h) and
Section 4.10 of the Agreement by check mailed to each Class A Certificateholder
at such Certificateholder's address as it appears on the Certificate Register
or, in the case of Class A Certificateholders holding Class A Certificates
evidencing Undivided Interests aggregating not less than 80% of the Invested
Amount, by wire transfer, at the expense of such Class A Certificateholder, to
an account or accounts designated by such Class A Certificateholder by written
notice given to the Paying Agent not less than five days prior to the related
Distribution Date; provided, however, that the final payment in retirement of
-------- -------
the Class A Certificates will be made only upon presentation and surrender of
the Class A Certificates at the office or offices specified in the notice of
such final distribution delivered by the Trustee pursuant to Section 12.03 of
the Agreement.
(b) On each Distribution Date, the Paying Agent shall distribute
(in accordance with the certificate delivered by the Servicer to the Trustee
pursuant to subsection 3.04(b) of the Agreement) to each Class B
Certificateholder of record on the preceding Record Date (other than as provided
in subsection 2.04(e) or in Section 12.03 of the Agreement respecting a final
58
distribution) such Certificateholder's pro rata share (based on the aggregate
--- ----
Undivided Interests represented by Class B Certificates held by such
Certificateholder) of amounts on deposit in the Distribution Account as are
payable to the Class B Certificateholders pursuant to subsection 4.09(h) and
Section 4.10 of the Agreement by check mailed to each Class B Certificateholder
at such Certificateholder's address as it appears on the Certificate Register
or, in the case of Class B Certificateholders holding Class B Certificates
evidencing Undivided Interests aggregating not less than 80% of the Class B
Invested Amount, by wire transfer, at the expense of such Class B
Certificateholder, to an account or accounts designated by such Class B
Certificateholder by written notice given to the Paying Agent not less than five
days prior to the related Distribution Date; provided, however, that the final
-------- -------
payment in retirement of the Class B Certificates will be made only upon
presentation and surrender of the Class B Certificates at the office or offices
specified in the notice of such final distribution delivered by the Trustee
pursuant to Section 12.03 of the Agreement.
(c) On each Distribution Date, the Paying Agent shall distribute (in
accordance with the certificate delivered by the Servicer to the Trustee
pursuant to subsection 3.04(b) of the Agreement) to each CIA Certificateholder
of record on the preceding Record Date (other than as provided in subsection
2.04(e) or in Section 12.03 of the Agreement respecting a final distribution)
such Certificateholder's pro rata share (based on the aggregate Undivided
Interests represented by CIA Certificates held by such Certificateholder) of
amounts on deposit in the Distribution Account as are payable to the CIA
Certificateholders pursuant to subsection 4.09(h), Section 4.10, subsection
4.13(f) and subsection 4.13(k) of the Agreement by wire transfer, at the expense
of such CIA Certificateholder, to an account or accounts designated by such CIA
Certificateholder by written notice given to the Paying Agent not less than five
days prior to the related Distribution Date; provided, however, that the final
-------- -------
payment in retirement of the CIA Certificates will be made only upon
presentation and surrender of the CIA Certificates at the office or offices
specified in the notice of such final distribution delivered by the Trustee
pursuant to Section 12.03 of the Agreement.
59
Section 5.02 Monthly Certificateholders' Statement.
-------------------------------------
(a) On each Distribution Date, the Paying Agent shall forward
to each Certificateholder and each Rating Agency a statement substantially in
the form of Exhibit F prepared by the Servicer and delivered to the Trustee and
the Paying Agent on the preceding Determination Date setting forth the following
information (which, in the case of (i), (ii) and (iii) below, shall be stated on
the basis of an original principal amount of $1,000 per Certificate):
(i) the total amount distributed;
(ii) the amount of such distribution allocable to Certificate
Interest;
(iii) the amount of such distribution allocable to Certificate
Principal;
(iv) the amount of Collections of Principal Receivables
processed during the related Monthly Period and allocated in respect of the
Class A Certificates, the Class B Certificates and the CIA Certificates,
respectively;
(v) the amount of Collections of Finance Charge Receivables
processed during the related Monthly Period and allocated in respect of the
Class A Certificates, the Class B Certificates and the CIA Certificates,
respectively, and the amount of Principal Funding Investment Proceeds and
investment earnings on amounts on deposit in the Reserve Account;
(vi) the aggregate amount of Principal Receivables, the
Invested Amount, the Class A Invested Amount, the Class B Invested Amount,
the CIA Invested Amount, the Floating Allocation Percentage and, during the
Amortization Period, the Fixed/Floating Allocation Percentage with respect
to the Principal Receivables in the Trust as of the end of the day on the
Record Date;
(vii) the aggregate outstanding balance of Accounts which are
35, 65, 95, 125, 155 and 185 or more days Contractually Delinquent as of
the end of the day on the Record Date;
60
(viii) the aggregate Investor Default Amount, the Class A
Investor Default Amount, the Class B Investor Default Amount and the CIA
Investor Default Amount for the related Monthly Period;
(ix) the aggregate amount of Class A Investor Charge-Offs and
the amount by which the Class B Invested Amount and the CIA Invested Amount
have been reduced with respect to the related Monthly Period;
(x) the aggregate amount of Class A Investor Charge-Offs
reimbursed and the amount by which reductions of the Class B Invested
Amount and the CIA Invested Amount have been reimbursed on the Transfer
Date immediately preceding such Distribution Date;
(xi) the amount of the Class A Monthly Servicing Fee, the
Class B Monthly Servicing Fee and the CIA Monthly Servicing Fee for the
related Monthly Period;
(xii) the amount of Reallocated CIA Principal Collections and
Reallocated Class B Principal Collections with respect to such Distribution
Date;
(xiii) the CIA Invested Amount as of the close of business on
such Distribution Date;
(xiv) the Class A Pool Factor and the Class B Pool Factor as of
the end of the last day of the related Monthly Period;
(xv) the Portfolio Yield for the related Monthly Period;
(xvi) the Base Rate for the related Monthly Period;
(xvii) the Principal Funding Account Balance on the related
Transfer Date;
(xviii) the Accumulation Shortfall;
(xix) the Accumulation Period Commencement Date and the
Accumulation Period Length; and
61
(xx) the Principal Funding Investment Shortfall, the Required
Reserve Account Amount, the Reserve Account Balance and the Reserve Draw
Amount for such Monthly Period.
(b) Annual Certificateholders' Tax Statement. On or before
----------------------------------------
January 31 of each calendar year, beginning with calendar year 1998, the Trustee
shall distribute to each Person who at any time during the preceding calendar
year was a Series 1997-2 Certificateholder, a statement prepared by the Servicer
containing the information required to be contained in the regular monthly
report to Series 1997-2 Certificateholders, as set forth in subclauses (i), (ii)
and (iii) above, aggregated for such calendar year or the applicable portion
thereof during which such Person was a Series 1997-2 Certificateholder, together
with such other customary information (consistent with the treatment of the
Certificates as debt) as the Trustee or the Servicer deems necessary or
desirable to enable the Series 1997-2 Certificateholders to prepare their tax
returns. Such obligations of the Trustee shall be deemed to have been satisfied
to the extent that substantially comparable information shall be provided by the
Trustee pursuant to any requirements of the Code as from time to time in effect.
Section 5.03 Rule 144A Information. So long as any of the CIA
---------------------
Certificates are "restricted securities" within the meaning of Rule 144(a)(3)
under the Securities Act and during any period in which the Trust is not subject
to Section 13 or 15(d) of the Exchange Act, the Transferor agrees to make
available to any QIB or beneficial owner of the CIA Certificates in connection
with any sale thereof and any prospective purchaser of such CIA Certificates
from such QIB or beneficial owner, the information required by Rule 144A(d)(4)
under the Securities Act.
SECTION 8. Series 1997-2 Pay Out Events. If any one of the following
----------------------------
events shall occur with respect to the Series 1997-2 Certificates:
(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
62
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
1997-2 Certificateholders and which continues unremedied for a period of 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, or to the
Transferor and the Trustee by the Holders of Series 1997-2 Certificates
evidencing Undivided Interests aggregating not less than 50% of the Invested
Amount of this Series 1997-2, and continues to affect materially and adversely
the interests of the Series 1997-2 Certificateholders 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 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 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, or to the Transferor and the
Trustee by the Holders of the Series 1997-2 Certificates evidencing Undivided
Interests aggregating more than 50% of the Invested Amount of this Series 1997-2
and (ii) as a result of which the interests of the Series 1997-2
Certificateholders are materially and adversely affected and continue to be
materially and adversely affected for such period; provided, however, that a
-------- -------
Series 1997-2 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 in accordance with the provisions of the Agreement;
(c) the average Portfolio Yield for any three consecutive Monthly
Periods is less than the average Base Rate for such three consecutive Monthly
Periods;
(d) 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
63
(e) any Servicer Default shall occur which would have a material
adverse effect on the Series 1997-2 Certificateholders.
then, in the case of any event described in subparagraph (a), (b) or (e), after
the applicable grace period set forth in such subparagraphs, either the Trustee
or the Holders of Series 1997-2 Certificates evidencing Undivided Interests
aggregating more than 50% of the Invested Amount of this Series 1997-2 by notice
then given in writing to the Transferor and the Servicer (and to the Trustee if
given by the Certificateholders) may declare that a pay out event (a "Series
------
1997-2 Pay Out Event") has occurred as of the date of such notice, and in the
--------------------
case of any event described in subparagraphs (c) or (d), a Series 1997-2 Pay Out
Event shall occur without any notice or other action on the part of the Trustee
or the Series 1997-2 Certificateholders immediately upon the occurrence of such
event.
SECTION 9. Series 1997-2 Termination. The right of the Series
-------------------------
1997-2 Certificateholders to receive payments from the Trust will terminate on
the first Business Day following the Series 1997-2 Termination Date.
SECTION 10. Periodic Finance Charges and Other Fees. The Transferor
---------------------------------------
hereby agrees that, except as otherwise required by any Requirement of Law, or
as is deemed by the Transferor to be necessary in order for the Transferor to
maintain its credit card business, based upon a good faith assessment by the
Transferor, in its sole discretion, of the nature of the competition in the
credit card business, it shall not at any time reduce the Periodic Finance
Charges assessed on any Receivable or other fees on any Account if, as a result
of such reduction, the Transferor's reasonable expectation of the Portfolio
Yield as of such date would be less than the Base Rate.
SECTION 11. Transfers of CIA Certificates; Legends. (a) No CIA
--------------------------------------
Certificate or any interest therein may be sold (including in the initial
offering), conveyed, assigned, hypothecated, pledged, participated, or otherwise
transferred (each, a "Transfer") except in accordance with this Section 11.
--------
Any Transfer of a CIA Certificate otherwise permitted by this Section 11 will be
permitted only if it consists of a pro rata percentage interest in all payments
made with respect to such
64
Holder's CIA Certificates and no Transfers of partial interests in a CIA
Certificate shall be permitted. No CIA Certificate or any interest therein may
be Transferred to any Person (each, an "Assignee"), unless the Assignee shall
--------
have executed and delivered the certification referred to in subsection 11(e)
below and each of the Transferor and the Servicer shall have granted its prior
consent thereto. Such consent shall be granted (assuming that all other
conditions specified in this Section 11 to such Transfer are satisfied) unless
the Transferor determines in its sole and absolute discretion that such Transfer
would create a risk that the Trust would be classified for federal or any
applicable state tax purposes as an association or publicly traded partnership
taxable as a corporation; provided, further, that any attempted Transfer that
-------- -------
would cause the number of Targeted Holders to exceed ninety-nine shall be void;
and provided, further, that there shall not at any time be more than 10 CIA
-------- -------
Certificateholders or such other number as may be consented to by the Transferor
which consent may be withheld in its sole and absolute discretion.
(b) Each initial purchaser of a CIA Certificate or any interest
therein and any Assignee thereof shall certify to the Transferor, the Servicer,
and the Trustee that it is either (A)(i) a citizen or resident of the U.S., (ii)
a corporation, partnership or other entity organized in or under the laws of the
U.S. or any political subdivision thereof which, if such entity is a tax-exempt
entity, recognizes that payments with respect to the CIA Certificates may
constitute unrelated business taxable income or (iii) a person not described in
(i) or (ii) whose ownership of the CIA Certificates is effectively connected
with the conduct of a trade or business within the United States (within the
meaning of the Code) and whose ownership of any interest in a CIA Certificate
will not result in any withholding obligation with respect to any payments with
respect to the CIA Certificates by any person or (B) an estate or trust the
income of which is includible in gross income for U.S. federal income tax
purposes. Each initial purchaser of a CIA Certificate also shall agree that (a)
if it is a person described in clause (A)(i) or (A)(ii) above, it will furnish
to the person from whom it is acquiring a CIA Certificate, the Servicer and the
Trustee, a properly executed U.S. Internal Revenue Service Form W-9 (and will
agree to furnish a new Form W-9, or any successor applicable form, upon the
expiration or obsolescence of any previously delivered form) or (b) if it is a
65
person described in clause (A)(iii) above, it will furnish to the person from
whom it is acquiring a CIA Certificate, the Servicer and the Trustee, a properly
executed U.S. Internal Revenue Service Form 4224 (and will agree to furnish a
new Form 4224, or any successor applicable form, upon the expiration or
obsolescence of any previously delivered form and comparable statements in
accordance with applicable U.S. laws), and, in each case, such other
certifications, representations or opinions of counsel as may be requested by
the Transferor, the Servicer or the Trustee.
(c) Each initial purchaser of a CIA Certificate or any interest
therein and any Assignee thereof shall further certify to the Transferor, the
Servicer and the Trustee that it has neither acquired nor will it sell, trade or
transfer any interest in a CIA Certificate or cause an interest in a CIA
Certificate to be marketed on or through an "established securities market"
within the meaning of Section 7704(b)(1) of the Code and any treasury regulation
thereunder, including, without limitation, an over-the-counter-market or an
interdealer quotation system that regularly disseminates firm buy or sell
quotations. In addition, each initial purchaser of a CIA Certificate or any
interest therein and any Assignee shall certify, prior to any delivery or
Transfer to it of a CIA Certificate that it is not and will not become (unless
otherwise consented to by the Transferor in its sole discretion), for so long as
it holds an interest in a CIA Certificate, a partnership, Subchapter S
corporation or grantor trust for U.S. federal income tax purposes. If an
initial purchaser of an interest in a CIA Certificate or an Assignee cannot make
the certification described in the preceding sentence, the Transferor may, in
its sole discretion, prohibit a Transfer to such entity; provided, however, that
if the Transferor agrees to permit such a Transfer, the Transferor, the Servicer
or the Trustee may require additional certifications in order to prevent the
Trust from being treated as a publicly traded partnership. Each initial
purchaser of an interest in a CIA Certificate and Assignee acknowledges that the
Opinion of Counsel to the effect that the Trust will not be treated as a
publicly traded partnership taxable as a corporation is dependent in part on the
accuracy of the certifications described in this subsection 11(c).
(d) Each CIA Certificate will bear a legend or legends
substantially in the following form:
66
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF FIRST USA
BANK 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 SUCH PERSON DESCRIBED IN
CLAUSES (I) THROUGH (V), A "PLAN PURCHASER"); PROVIDED, HOWEVER, THAT A
PURCHASER SHALL NOT BE REQUIRED TO MAKE THE REPRESENTATIONS AND WARRANTIES SET
FORTH IN ANY OF CLAUSES (I) THROUGH (V) ABOVE IF THE TRUSTEE SHALL HAVE RECEIVED
THE PRIOR WRITTEN CONSENT OF THE TRANSFEROR TO THE TRANSFER TO SUCH ENTITY; AND
PROVIDED, FURTHER, THAT NO SUCH CONSENT SHALL BE GRANTED IF THE TRANSFEROR
DETERMINES IN ITS SOLE AND ABSOLUTE DISCRETION THAT SUCH TRANSFER WOULD CAUSE
THE AGGREGATE PERCENTAGE OF THE CIA INVESTED AMOUNT TRANSFERRED TO PLAN
PURCHASERS TO EQUAL OR EXCEED 25% OF THE CIA INVESTED AMOUNT AND ANY ATTEMPTED
TRANSFER THAT WOULD CAUSE THE PERCENTAGE OF THE CIA INVESTED AMOUNT TRANSFERRED
TO PLAN PURCHASERS TO EQUAL OR EXCEED 25% OF THE CIA INVESTED AMOUNT WILL BE
VOID.
THIS CERTIFICATE MAY NOT BE ACQUIRED, SOLD, TRADED OR TRANSFERRED, NOR
MAY AN INTEREST IN THIS CERTIFICATE BE MARKETED, ON OR THROUGH AN "ESTABLISHED
SECURITIES MARKET" WITHIN THE MEANING OF SECTION 7704(b)(1) OF THE CODE AND ANY
PROPOSED, TEMPORARY OR FINAL TREASURY REGULATION THEREUNDER, INCLUDING, WITHOUT
LIMITATION, AN OVER-THE-COUNTER-MARKET OR AN INTERDEALER QUOTATION SYSTEM THAT
REGULARLY DISSEMINATES FIRM BUY OR SELL QUOTATIONS.
THIS 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 CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED,
67
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES
ACT AND OTHER APPLICABLE LAWS AND ONLY (1) TO THE TRANSFEROR, (2) TO A LIMITED
NUMBER OF INSTITUTIONAL "ACCREDITED INVESTORS" (AS DEFINED IN RULE 501(a)(1),
(2), (3) OR (7) UNDER THE SECURITIES ACT) AND IN A TRANSACTION EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (UPON DELIVERY OF THE
DOCUMENTATION REQUIRED BY THE POOLING AND SERVICING AGREEMENT AND, IF THE
TRUSTEE SO REQUIRES, AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE) OR (3)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A ("QIB") PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE
ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER,
RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A. EACH
CERTIFICATE OWNER BY ACCEPTING A BENEFICIAL INTEREST IN THIS CERTIFICATE IS
DEEMED TO REPRESENT THAT IT IS EITHER A QIB PURCHASING FOR ITS OWN ACCOUNT, A
QIB PURCHASING FOR THE ACCOUNT OF ANOTHER QIB OR AN INSTITUTIONAL "ACCREDITED
INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES
ACT). THIS CERTIFICATE WILL NOT BE ACCEPTED FOR REGISTRATION OF TRANSFER EXCEPT
UPON PRESENTATION OF EVIDENCE SATISFACTORY TO THE TRANSFER AGENT AND REGISTRAR
THAT THE RESTRICTIONS ON TRANSFER SET FORTH IN THE SERIES 1997-2 SUPPLEMENT HAVE
BEEN COMPLIED WITH. THIS CERTIFICATE MAY NOT BE REOFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED WITHOUT THE PRIOR WRITTEN CONSENT OF EACH OF THE
TRANSFEROR AND THE SERVICER AND UNLESS AND UNTIL THE TRUSTEE SHALL HAVE RECEIVED
THE CERTIFICATIONS REQUIRED BY THE SERIES 1997-2 SUPPLEMENT.
(e) Upon surrender for registration of transfer of a CIA Certificate,
or any portion thereof, at the office of the Transfer Agent and Registrar,
accompanied by a letter of representations from the prospective CIA
Certificateholder substantially in the form attached as Exhibit G, executed by
the ultimate beneficial purchaser of such CIA Certificate (or any portion
thereof) in person or by such prospective CIA Certificateholder's attorney
thereunto duly authorized in writing, and receipt by the Trustee of the written
consent of each of the Transferor and the Servicer to such transfer, such CIA
Certificate shall be transferred upon the Certificate Register, and the
Transferor shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferees one or more new registered CIA Certificates
of any authorized denominations and of a
68
like aggregate principal amount and tenor. Such transfers of CIA Certificates
shall be subject to the restrictions set forth in this Section 11, to such other
restrictions as shall be set forth in the text of the CIA Certificates and in
the letter of representations, substantially in the form attached as Exhibit G,
executed by the purchasing CIA Certificateholder, and to such reasonable
regulations as may be prescribed by the Transferor. Successive registrations
and registrations of transfers as aforesaid may be made from time to time as
desired, and each such registration shall be noted on the Certificate Register.
(f) No CIA Certificate or any interest therein may be Transferred
(including in the initial offering) to (i) an employee benefit plan (as defined
in Section 3(3) ERISA) that is subject to the provisions of Title I of ERISA,
(ii) a plan described in Section 4975(e)(1) of 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
such Person described in clauses (i) through (v), a "Plan Purchaser"), unless
--------------
the Assignee shall have executed and delivered the certification referred to in
subsection 11(e) above and each of the Transferor and the Servicer shall have
granted its prior written consent thereto. No such consent shall be granted if
the Transferor determines in its sole and absolute discretion that such Transfer
would cause the aggregate percentage of the CIA Invested Amount Transferred to
Plan Purchasers to equal or exceed 25% of the CIA Invested Amount; provided,
--------
further, that any attempted Transfer that would cause the percentage of the CIA
-------
Invested Amount Transferred to Plan Purchasers to equal or exceed 25% of the CIA
Invested Amount shall be void.
SECTION 12. Compliance with Withholding Requirements. Notwith-
----------------------------------------
standing any other provision of the Agreement, the Trustee and any Paying Agent
shall comply with all Federal withholding requirements with respect to payments
to the CIA Certificateholders of interest,
69
original issue discount, or other amounts that the Trustee, any Paying Agent,
the Servicer or the Transferor reasonably believes are applicable under the
Code. The consent of the CIA Certificateholders shall not be required for any
such withholding. In the event the Trustee or the Paying Agent withholds any
amount from payments made to any CIA Certificateholder pursuant to federal
withholding requirements, the Trustee or the Paying Agent shall indicate to such
CIA Certificateholder the amount withheld and all such amounts shall be deemed
to have been paid to such CIA Certificateholders and the CIA Certificateholders
shall have no claim therefor.
SECTION 13. Tax Characterization of the CIA Certificates. It is the
--------------------------------------------
intention of the parties hereto that the CIA Certificates be treated for tax
purposes as indebtedness. In the event that the CIA Certificates are not so
treated, it is the intention of the parties that the CIA Certificates be treated
as an interest in a partnership that owns the Receivables. In the event that
the CIA Certificates are treated as an interest in a partnership, it is the
intention of the parties that interest payable on the CIA Certificates be
treated as guaranteed payment and, if for any reason it is not so treated, that
the holders of the CIA Certificates be specially allocated gross interest income
equal to the interest accrued during each Interest Period on the CIA
Certificates.
SECTION 14. ERISA Legend. Each Class B Certificate will bear a
------------
legend or legends substantially in the following form:
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF FIRST USA
BANK 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
70
EXCLUDING ANY ENTITY REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED).
Each Certificate Owner by virtue of its beneficial interest in the
Class B Certificates shall be deemed to have made the representations and
warranties stated in such legend.
SECTION 15. 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 Certificateholders of such Series . . ."
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.
SECTION 18. Additional Representations and Warranties of the
------------------------------------------------
Servicer. First USA Bank, as initial Servicer, hereby makes, and any Successor
--------
Servicer by its appointment under the Agreement shall make the following
representations and warranties:
(a) All Consents. All authorizations, consents, orders or
------------
approvals of or registrations or declarations with any Governmental Authority
required to be obtained, effected or given by the Servicer in connection with
the execution and delivery of this Supplement by the Servicer and the
performance of the transactions contemplated by this Supplement by the Servicer,
have been duly obtained, effected or given and are in full force and effect.
71
(b) Rescission or Cancellation. The Servicer shall not permit
--------------------------
any rescission or cancellation of any Receivable except as ordered by a court of
competent jurisdiction or other Governmental Authority or in accordance with the
normal operating procedures of the Servicer.
(c) Receivables Not To Be Evidenced by Promissory Notes. Except
---------------------------------------------------
in connection with its enforcement or collection of an Account, the Servicer
will take no action to cause any Receivable to be evidenced by an instrument or
chattel paper (as defined in the UCC as in effect in the State of Delaware).
SECTION 19. Appointment of co-Paying Agent, co-Transfer Agent and co-
--------------------------------------------------------
Registrar. BDL is appointed as co-paying agent and as co-transfer agent and co-
---------
registrar in Luxembourg with respect to the Class A Certificates and the Class B
Certificates, for so long as either the Class A Certificates or the Class B
Certificates are listed on the Luxembourg Stock Exchange. Any reference in this
Series Supplement to the Paying Agent or the Transfer Agent and Registrar shall
be deemed to include BDL as co-paying agent or co-transfer agent and co-
registrar, as the case may be, unless the context requires otherwise.
72
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series 1997-2 Supplement to be duly executed by their respective
officers as of the day and year first above written.
FIRST USA BANK,
Transferor and Servicer
By: /s/ W. Xxxx Xxxxxxxx
---------------------------------------
Name: W. Xxxx Xxxxxxxx
Title: Vice President
THE BANK OF NEW YORK (DELAWARE),
Trustee
By: /s/ Xxxxxx Xxxxx
---------------------------------------
Name: Xxxxxx Xxxxx
Title: Asst. Vice President
EXHIBIT A
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. R-1 $____________
Series Termination
Date: January 17, 2007 CUSIP NO. 000000XX0
FIRST USA CREDIT CARD MASTER TRUST CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1997-2
Evidencing an undivided interest in a trust, the corpus of which consists of
receivables generated from time to time in the ordinary course of business in a
portfolio of VISA/(R)/ and MasterCard/(R)//*/ credit card accounts generated
or to be generated by First USA Bank (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank or any affiliate thereof)
This certifies that CEDE & CO. (the "Certificateholder") is the
registered owner of a fractional undivided interest in the First USA Credit Card
Master Trust (the "Trust") issued pursuant to the Pooling and Servicing
Agreement, dated as of September 1, 1992 between the Bank, as Transferor (the
"Transferor") and as Servicer (the "Servicer"), and The Bank of New York
(Delaware), as trustee (the "Trustee") of the Trust (the "Agreement"; such term
to include any Supplement or amendment
-------------------------
/*/ VISA/(R)/ and MasterCard/(R)/ are registered
trademarks of Visa USA Incorporated and MasterCard
International Incorporated, respectively.
thereto) as amended by Assignment No. 27 of Receivables in Additional Accounts
dated as of May 8, 1997 among the Bank, as Transferor and Servicer, the Trustee
and The Bank of New York (Delaware), as trustee of the First USA Credit Card
Master Trust II, and as supplemented by the Series 1997-2 Supplement (the
"Series 1997-2 Supplement"), dated as of May 8, 1997, between the Bank, as
Transferor and Servicer, and the Trustee. The corpus of the Trust consists of
all of the Transferor's right, title and interest in a portfolio of receivables
(the "Receivables") existing in certain VISA(R) and MasterCard(R) revolving
credit card accounts identified in the Agreement from time to time (the
"Accounts"), all Receivables generated under the Accounts from time to time
thereafter, all monies due or to become due and all amounts received with
respect to the Receivables in existence in the Accounts, all monies on deposit
in certain bank accounts (excluding any investment earnings on such deposited
amounts except as set forth in the Series 1997-2 Supplement), and all other
assets and interests constituting the Trust and all proceeds of the foregoing.
Although a summary of certain provisions of the Agreement is set forth
below, this Class A Certificate does not purport to summarize the Agreement and
reference is made to the 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. A copy of the Agreement
may be requested from the Trustee by writing to the Trustee at The Bank of New
York (Delaware), Xxxxx Xxxx Center, Xxxxx 000, Xxxxxx, Xxxxxxxx, 00000,
Attention: Bond Administration. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement. This Certificate is one of a Series of Certificates entitled "First
USA Credit Card Master Trust Class A Floating Rate Asset Backed Certificates,
Series 1997-2" (the "Class A Certificates"), each of which represents a
fractional undivided interest in the Trust, and is issued under and is subject
to the terms, provisions and conditions of the Agreement, to which Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Class A Certificate and terms specified
in the Agreement, the terms of the Agreement shall govern.
The Transferor has structured the Agreement, the Class A Certificates
and the First USA Credit Card Master Trust Class B Floating Rate Asset Backed
Certificates, Series 1997-2 (the "Class B Certificates") with the intention that
the Class A Certificates and Class B Certificates will qualify under applicable
tax law as indebtedness, and the Transferor and each holder of a Class A
Certificate (a "Class A Certificateholder") or any interest therein, by
acceptance of its Class A Certificate or any interest therein, agrees to treat
the Class A Certificates for purposes of federal, state, local and foreign
income or franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
The Trust's assets are allocated in part to the holders of the Class A
Certificates, the holders of the Class B Certificates and the holders of the
First USA Credit Card Master Trust CIA Certificates, Series 1997-2 (the "CIA
Certificates") (such holders together the "Investor Certificateholders") with
the remainder allocated to holders of other Series of Certificates issued by the
Trust, if any, and to the Transferor. In addition to the Class A Certificates,
the Class B Certificates and the CIA Certificates, the Exchangeable Transferor
Certificate will be reissued pursuant to the Agreement and will represent the
Transferor's interest in the Trust. The reissued Exchangeable Transferor
Certificate will represent the interest in the Principal Receivables not
represented by the Class A Certificates, the Class B Certificates and the CIA
Certificates (together the "Investor Certificates") or any other Series of
Certificates. The Exchangeable Transferor Certificate may be exchanged by the
Transferor pursuant to the Agreement for one or more Series of Certificates and
a reissued Exchangeable Transferor Certificate upon the conditions set forth in
the Agreement.
The Class A Initial Invested Amount is $500,000,000. The Class A
Invested Amount for any monthly Distribution Date will be an amount equal to
$500,000,000 minus the aggregate amount of principal payments made to the Class
-----
A Certificateholders prior to such Distribution Date and minus the excess, if
-----
any, of the aggregate amount of Class A Investor Charge-Offs over the Class A
Investor Charge-Offs reimbursed prior to such date.
The Class A Certificates will bear interest at the rate of 5.8175% per
annum on the Class
A Initial Invested Amount from May 8, 1997 through May 16, 1997, and at a per
annum rate of 0.13% in excess of LIBOR as determined by the Trustee on May 15,
1997 for the period from May 17, 1997 through June 16, 1997 and for each
Interest Period thereafter, the Class A Certificates will bear interest at a per
annum rate of 0.13% in excess of LIBOR as determined by the Trustee on the
related LIBOR Determination Date (each such rate as in effect from time to time,
the "Class A Certificate Rate"). Interest will be distributed to the extent of
available funds on June 17, 1997, and on the seventeenth day of each month
thereafter, or if such day is not a Business Day, the next succeeding Business
Day until the earlier of the day on which the Class A Invested Amount is paid in
full and the Series Termination Date (each such date a "Distribution Date"), in
an amount equal to the product of (a) the actual number of days in the related
Interest Period divided by 360, (b) the Class A Certificate Rate and (c) the
Class A Outstanding Principal Balance on the last day of the Monthly Period
immediately preceding such Distribution Date. Interest for a Distribution Date
will accrue from and including the previous Distribution Date (or in the case of
the first Distribution Date, from and including the Closing Date), to, and
including, the day immediately preceding the current Distribution Date.
Interest payments will be made from Collections of Finance Charge Receivables
and certain other amounts allocated to the Class A Certificates comprising Class
A Available Funds and, in certain circumstances, from Reallocated Principal
Collections on June 17, 1997 and on each Distribution Date thereafter until the
Series 1997-2 Termination Date. Interest will be payable monthly on each
Distribution Date to the Class A Certificateholders of record as of the related
Record Date. The Record Date with respect to any Distribution Date shall be the
last day of the calendar month preceding such Distribution Date.
As described in the Agreement, Collections of Principal Receivables
with respect to any Monthly Period will be allocated on the related
Determination Date on the basis of the aggregate Investor Percentage of all
Series and the Transferor Percentage with respect to the Principal Receivables.
Such allocation will be performed both during the Revolving Period and any
Amortization Period. Throughout the existence of the Trust, the Servicer will
allocate to the Transferor, as holder of the Exchangeable Transferor
Certificate, an amount equal to the Transferor Percentage of the aggregate
amount of Collections of
Finance Charge Receivables and Principal Receivables for each Monthly Period.
During the Revolving Period relating to the Investor Certificates, the Class B
Floating Allocation Percentage of Collections of Principal Receivables and the
CIA Floating Allocation Percentage of Collections of Principal Receivables will
be applied first as Reallocated Principal Collections, to the extent required,
and any remaining amounts together with the Class A Floating Allocation
Percentage of Principal Receivables will be distributed first to the
certificateholders of other Series to the extent of the amount of Principal
Shortfalls, if any, and then to the Transferor in an amount not to exceed the
amount of the Transferor Interest.
Unless a Pay Out Event has occurred, the Accumulation Period will
begin at the close of business on the last day of the Revolving Period and will
end on the earlier of (i) the commencement of the Rapid Amortization Period,
(ii) payment of the Invested Amount in full and (iii) the Series Termination
Date. On each Transfer Date following the commencement of the Accumulation
Period, prior to the earlier of the payment of the Class A Invested Amount in
full and the commencement of the Rapid Amortization Period, the Trustee will
deposit in the Principal Funding Account an amount equal to the least of (a)
Available Investor Principal Collections with respect to the preceding Monthly
Period, (b) the applicable Controlled Deposit Amount and (c) the Class A
Adjusted Invested Amount prior to any such deposit on such day. Amounts in the
Principal Funding Account will be paid to the Class A Certificateholders on the
Class A Scheduled Payment Date. After the full amount of the Class A Invested
Amount has been deposited in the Principal Funding Account and beginning with
the Transfer Date related to the Class B Principal Commencement Date, prior to
the commencement of the Rapid Amortization Period, the Trustee will deposit in
the Principal Funding Account an amount equal to the least of (a) the Available
Investor Principal Collections with respect to the preceding Monthly Period
remaining after application thereof to the Class A Invested Amount, (b) the
applicable Controlled Deposit Amount (minus the Class A Monthly Principal with
respect to such Transfer Date) and (c) the Class B Adjusted Invested Amount
prior to any such deposit on such day. After payment in full of the Class A
Invested Amount, amounts in the Principal Funding Account will be paid to the
Class B Certificateholders on the Class B Scheduled Payment Date. After the
full amount of the sum of the Class A
Invested Amount and the Class B Invested Amount has been deposited in the
Principal Funding Account, prior to the commencement of the Rapid Amortization
Period, the Trustee will deposit in the Principal Funding Account an amount
equal to the least of (a) the Available Investor Principal Collections with
respect to the preceding Monthly Period remaining after application thereof to
the Class A Invested Amount and the Class B Invested Amount, (b) the applicable
Controlled Deposit Amount (minus the Class A Monthly Principal and the Class B
Monthly Principal with respect to such Transfer Date) and (c) the CIA Adjusted
Invested Amount prior to any such deposit on such day. After payment in full of
the Class A Invested Amount and the Class B Invested Amount, amounts in the
Principal Funding Account will be paid to the CIA Certificateholders on the CIA
Scheduled Payment Date. During the Accumulation Period, the portion of
Available Investor Principal Collections not applied to Class A Monthly
Principal, Class B Monthly Principal or CIA Monthly Principal on a Transfer Date
will generally be treated as Excess Principal Collections.
Upon written notice to the Trustee and satisfaction of certain
conditions, the Servicer may elect to postpone the commencement of the
Accumulation Period, and extend the length of the Revolving Period.
Unless the Rapid Amortization Period has begun, funds on deposit in
the Principal Funding Account will be distributed to the Class A
Certificateholders on the May 2004 Distribution Date (the "Class A Scheduled
Payment Date"). If the aggregate principal amount of deposits made to the
Principal Funding Account are insufficient to pay in full the Class A Invested
Amount on the Class A Scheduled Payment Date the Rapid Amortization Period will
commence and on each Distribution Date thereafter until the Class A Invested
Amount is paid in full, the Class A Certificateholders will receive
distributions of Class A Monthly Principal and Class A Monthly Interest.
If a Pay Out Event occurs during the Accumulation Period, the Rapid
Amortization Period will commence and any amount on deposit in the Principal
Funding Account will be distributed to the Certificateholders of each Class of
Certificates, sequentially, in order of seniority, on the Distribution Date
following the Monthly Period in which the Rapid Amortization Period commences.
During the period beginning on the earlier of the day on which a Pay
Out Event occurs and the Class A Scheduled Payment Date if the Invested Amount
is not paid in full on such date, and ending on the earlier of (i) the date on
which the Class A Invested Amount, the Class B Invested Amount and the CIA
Invested Amount have been paid in full and (ii) the Series Termination Date (the
"Rapid Amortization Period"), collections of Principal Receivables allocated to
the Invested Amount will no longer be paid to the holder of the Exchangeable
Transferor Certificate or to the holders of the certificates of any other Series
or, if the Accumulation Period has commenced, deposited in the Principal Funding
Account, but instead will be distributed to the Class A Certificateholders and,
following payment in full of the Class A Invested Amount, to the Class B
Certificateholders, and, following payment in full of the Class B Invested
Amount, to the CIA Certificateholders, monthly on each Distribution Date
beginning with the Distribution Date in the month following the commencement of
the Rapid Amortization Period.
Subject to the Agreement, payments of principal are limited to the
unpaid Class A Invested Amount of the Class A Certificates, which may be less
than the unpaid balance of the Class A Certificates pursuant to the terms of the
Agreement. All principal of and interest on the Class A Certificates is due and
payable no later than January 17, 2007 (or if such day is not a Business Day,
the next succeeding Business Day) (the "Series Termination Date"). After the
Series Termination Date, neither the Trust nor the Transferor will have any
further obligation to distribute principal or interest on the Class A
Certificates.
The transfer of this Certificate shall be registered in the
Certificate Register upon surrender of this Certificate for registration of
transfer at any office or agency maintained by the Transfer Agent and Registrar
accompanied by a written instrument of transfer in a form satisfactory to the
Trustee and the Transfer Agent and Registrar duly executed by the
Certificateholder or such Certificateholder's attorney duly authorized in
writing, and thereupon one or more new Class A Certificates of authorized
denominations and for the same aggregate Undivided Interests will be issued to
the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations
therein set forth, Class A Certificates are exchangeable for new Class A
Certificates evidencing like aggregate Undivided Interests, as requested by the
Class A Certificateholder surrendering such Class A Certificates. No service
charge may be imposed for any such exchange but the Transferor, Servicer, or
Transfer Agent and Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith.
The Transferor, the Servicer, the Trustee, the Paying Agent and the
Transfer Agent and Registrar, and any agent of any of them, may treat the person
in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Transferor, the Servicer, the Trustee, the Paying
Agent and the Transfer Agent and Registrar, nor any agent of any of them or of
any such agent, shall be affected by notice to the contrary except in certain
circumstances described in the Agreement.
The Agreement and any Supplement may be amended by the Transferor, the
Servicer and the Trustee, without the consent of certificateholders of any
Series then outstanding for any purpose, provided that (i) the Transferor shall
--------
deliver an opinion of counsel acceptable to the Trustee to the effect that such
amendment will not adversely affect in any material respect the interest of such
certificateholders, and (ii) such amendment will not result in a withdrawal or
reduction of the rating of any outstanding Series.
The Agreement and the Series 1997-2 Supplement may be amended by the
Transferor, the Servicer and the Trustee with the consent of the holders of
certificates evidencing undivided interests aggregating not less than 66-2/3% of
the investor interests of all Series adversely affected, for the purpose of
adding any provisions to, changing in any manner or eliminating any of the
provisions of the Agreement or the Series 1997-2 Supplement or of modifying in
any manner the rights of certificateholders of any then outstanding Series. No
such amendment, however, may (a) reduce in any manner the amount of, or delay
the timing of, distributions required to be made on any such Series, (b) change
the definition of or the manner of calculating the interest of any
certificateholder of such Series, or (c) reduce the aforesaid percentage of
undivided inter-
ests the holders of which are required to consent to any such amendment, in each
case without the consent of all certificateholders of all Series adversely
affected. Promptly following the execution of any amendment to the Agreement,
the Trustee will furnish written notice of the substance of such amendment to
each Class A Certificateholder.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be
duly executed on this 8th day of May, 1997.
FIRST USA BANK
By:
-------------------------------
Name: W. Xxxx Xxxxxxxx
Title: Vice President
CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in the within-
mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
as Authenticating Agent
Date: May 8, 1997
By:
-------------------------------
Name: Xxxxx Xxxxxxxx
Title: Assistant Vice President
EXHIBIT B
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF FIRST USA
BANK 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).
No. R-1 $___________
Series Termination
Date: January 17, 2007 CUSIP NO. 000000XX0
FIRST USA CREDIT CARD MASTER TRUST CLASS B FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1997-2
Evidencing an undivided interest in a trust, the corpus of which consists of
receivables generated from time to time in
the ordinary course of business in a portfolio of VISA/(R)/ and
MasterCard/(R)//*/ credit card accounts generated or to be generated by First
USA Bank (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank or any affiliate thereof)
This certifies that CEDE & CO. (the "Certificateholder") is the
registered owner of a fractional undivided interest in the First USA Credit Card
Master Trust (the "Trust") issued pursuant to the Pooling and Servicing
Agreement, dated as of September 1, 1992 between the Bank, as Transferor (the
"Transferor") and as Servicer (the "Servicer"), and The Bank of New York
(Delaware), as trustee (the "Trustee") of the Trust (the "Agreement"; such term
to include any Supplement or amendment thereto) as amended by Assignment No. 27
of Receivables in Additional Accounts dated as of May 8, 1997 among the Bank, as
Transferor and Servicer, the Trustee and The Bank of New York (Delaware), as
trustee of the First USA Credit Card Master Trust II, and as supplemented by the
Series 1997-2 Supplement (the "Series 1997-2 Supplement"), dated as of May 8,
1997, between the Bank, as Transferor and Servicer, and the Trustee. The corpus
of the Trust consists of all of the Transferor's right, title and interest in a
portfolio of receivables (the "Receivables") existing in certain VISA(R) and
MasterCard(R) revolving credit card accounts identified in the Agreement from
time to time (the "Accounts"), all Receivables generated under the Accounts from
time to time thereafter, all monies due or to become due and all amounts
received with respect to the Receivables in existence in the Accounts, all
monies on deposit in certain bank accounts (excluding any investment earnings on
such deposited amounts except as set forth in the Series 1997-2 Supplement), and
all other assets and interests constituting the Trust and all proceeds of the
foregoing.
Although a summary of certain provisions of the Agreement is set
forth below, this Class B Certificate does not purport to summarize the
Agreement and reference is made to the Agreement for information with
-----------------------
/*/ VISA/(R)/ and MasterCard/(R)/ are registered
trademarks of Visa USA Incorporated and
MasterCard International Incorporated,
respectively.
B-2
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. A copy
of the Agreement may be requested from the Trustee by writing to the Trustee at
The Bank of New York (Delaware), Xxxxx Xxxx Center, Xxxxx 000, Xxxxxx, Xxxxxxxx,
00000, Attention: Bond Administration. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement. This Certificate is one of a Series of Certificates entitled "First
USA Credit Card Master Trust Class B Floating Rate Asset Backed Certificates,
Series 1997-2" (the "Class B Certificates"), each of which represents a
fractional undivided interest in the Trust, and is issued under and is subject
to the terms, provisions and conditions of the Agreement, to which Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Class B Certificate and terms specified
in the Agreement, the terms of the Agreement shall govern.
The Transferor has structured the Agreement, the Class B Certificates
and the First USA Credit Card Master Trust Class A Floating Rate Asset Backed
Certificates, Series 1997-2 (the "Class A Certificates") with the intention that
the Class A Certificates and Class B Certificates will qualify under applicable
tax law as indebtedness, and the Transferor and each holder of a Class B
Certificate (a "Class B Certificateholder") or any interest therein, by
acceptance of its Class B Certificate or any interest therein, agrees to treat
the Class B Certificates for purposes of federal, state, local and foreign
income or franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
The Trust's assets are allocated in part to the holders of the Class
A Certificates, the holders of the Class B Certificates and the holders of the
First USA Credit Card Master Trust CIA Certificates, Series 1997-2 (the "CIA
Certificates") (such holders together the "Investor Certificateholders") with
the remainder allocated to holders of other Series of Certificates issued by the
Trust, if any, and to the Transferor. In addition to the Class A Certificates,
the Class B Certificates and the CIA Certificates, the Exchangeable Transferor
Certificate will be reissued pursuant to the Agreement and will represent the
Transferor's interest in the Trust. The reissued Exchange-
B-3
able Transferor Certificate will represent the interest in the Principal
Receivables not represented by the Class A Certificates, the Class B
Certificates and the CIA Certificates (together the "Investor Certificates") or
any other Series of Certificates. The Exchangeable Transferor Certificate may be
exchanged by the Transferor pursuant to the Agreement for one or more Series of
Certificates and a reissued Exchangeable Transferor Certificate upon the
conditions set forth in the Agreement.
The Class B Initial Invested Amount is $45,180,000. The Class B
Invested Amount for any monthly Distribution Date will be an amount equal to (i)
$45,180,000 minus (ii) the aggregate amount of principal payments made to the
-----
Class B Certificateholders prior to such Distribution Date, minus (iii) the
-----
aggregate amount of Class B Investor Charge-Offs for all prior Distribution
Dates minus (iv) the aggregate amount of Reallocated Class B Principal
-----
Collections for which the CIA Invested Amount has not been reduced for all prior
Distribution Dates minus (v) an amount equal to the aggregate amount by which
-----
the Class B Invested Amount has been reduced to fund the Class A Investor
Default Amount on all prior Distribution Dates as described in the Agreement and
plus (vi) the aggregate amount of Excess Finance Charge Collections and certain
----
other amounts allocated and available for purposes of reimbursing amounts
deducted pursuant to clauses (iii), (iv) and (v).
The Class B Certificates will bear interest at the rate of 6.0175%
per annum on the Class B Initial Invested Amount from May 8, 1997 through May
16, 1997, and at a per annum rate of 0.33% in excess of LIBOR as determined by
the Trustee on May 15, 1997 for the period from May 17, 1997 through June 16,
1997 and for each Interest Period thereafter, the Class B Certificates will bear
interest at a per annum rate of 0.33% in excess of LIBOR as determined by the
Trustee on the related LIBOR Determination Date (each such rate as in effect
from time to time, the "Class B Certificate Rate"). Interest will be distributed
to the extent of available funds on June 17, 1997, and on the seventeenth day of
each month thereafter, or if such day is not a Business Day, the next succeeding
Business Day until the earlier of the day on which the Class B Invested Amount
is paid in full and the Series Termination Date (each such date a "Distribution
Date"), in an amount equal to the product of (a) the actual number of days in
the related Interest Period divided by 360, (b) the Class B Certificate
B-4
Rate and (c) the Class B Invested Amount on the last day of the Monthly Period
immediately preceding such Distribution Date. Interest for a Distribution Date
will accrue from and including the previous Distribution Date (or in the case of
the first Distribution Date, from and including the Closing Date), to, and
including, the day immediately preceding the current Distribution Date. Interest
payments will be made from Collections of Finance Charge Receivables and, in
certain circumstances, from Reallocated Principal Collections on June 17, 1997
and on each Distribution Date thereafter until the Series 1997-2 Termination
Date. Interest will be payable monthly on each Distribution Date to the Class B
Certificateholders of record as of the related Record Date. The Record Date with
respect to any Distribution Date shall be the last day of the calendar month
preceding such Distribution Date.
As described in the Agreement, Collections of Principal Receivables
with respect to any Monthly Period will be allocated on the related
Determination Date on the basis of the aggregate Investor Percentage of all
Series and the Transferor Percentage with respect to the Principal Receivables.
Such allocation will be performed both during the Revolving Period and any
Amortization Period. Throughout the existence of the Trust, the Servicer will
allocate to the Transferor, as holder of the Exchangeable Transferor
Certificate, an amount equal to the Transferor Percentage of the aggregate
amount of Collections of Finance Charge Receivables and Principal Receivables
for each Monthly Period. During the Revolving Period relating to the Investor
Certificates, the Class B Floating Allocation Percentage of Collections of
Principal Receivables and the CIA Floating Allocation Percentage of Collections
of Principal Receivables will be applied first as Reallocated Principal
Collections, to the extent required, and any remaining amounts together with the
Class A Floating Allocation Percentage of Principal Receivables will be
distributed first to the certificateholders of other Series to the extent of the
amount of Principal Shortfalls, if any, and then to the Transferor in an amount
not to exceed the amount of the Transferor Interest.
Unless a Pay Out Event has occurred, the Accumulation Period will
begin at the close of business on the last day of the Revolving Period and will
end on the earlier of (i) the commencement of the Rapid Amortization Period,
(ii) payment of the Invested Amount in
B-5
full and (iii) the Series Termination Date. On each Transfer Date following the
commencement of the Accumulation Period, prior to the earlier of the payment of
the Class A Invested Amount in full and the commencement of the Rapid
Amortization Period, the Trustee will deposit in the Principal Funding Account
an amount equal to the least of (a) Available Investor Principal Collections
with respect to the preceding Monthly Period, (b) the applicable Controlled
Deposit Amount and (c) the Class A Adjusted Invested Amount prior to any such
deposit on such day. Amounts in the Principal Funding Account will be paid to
the Class A Certificateholders on the Class A Scheduled Payment Date. After the
full amount of the Class A Invested Amount has been deposited in the Principal
Funding Account and beginning with the Transfer Date related to the Class B
Principal Commencement Date, prior to the commencement of the Rapid Amortization
Period, the Trustee will deposit in the Principal Funding Account an amount
equal to the least of (a) the Available Investor Principal Collections with
respect to the preceding Monthly Period remaining after application thereof to
the Class A Invested Amount, (b) the applicable Controlled Deposit Amount (minus
the Class A Monthly Principal with respect to such Transfer Date) and (c) the
Class B Adjusted Invested Amount prior to any such deposit on such day. After
payment in full of the Class A Invested Amount, amounts in the Principal Funding
Account will be paid to the Class B Certificateholders on the Class B Scheduled
Payment Date. After the full amount of the sum of the Class A Invested Amount
and the Class B Invested Amount has been deposited in the Principal Funding
Account, prior to the commencement of the Rapid Amortization Period, the Trustee
will deposit in the Principal Funding Account an amount equal to the least of
(a) the Available Investor Principal Collections with respect to the preceding
Monthly Period remaining after application thereof to the Class A Invested
Amount and the Class B Invested Amount, (b) the applicable Controlled Deposit
Amount (minus the Class A Monthly Principal and the Class B Monthly Principal
with respect to such Transfer Date) and (c) the CIA Adjusted Invested Amount
prior to any such deposit on such day. After payment in full of the Class A
Invested Amount and the Class B Invested Amount, amounts in the Principal
Funding Account will be paid to the CIA Certificateholders on the CIA Scheduled
Payment Date. During the Accumulation Period, the portion of Available Investor
Principal Collections not applied to Class A Monthly Principal, Class B Monthly
Principal or CIA
B-6
Monthly Principal on a Transfer Date will generally be treated as Excess
Principal Collections.
Upon written notice to the Trustee and satisfaction of certain
conditions, the Servicer may elect to postpone the commencement of the
Accumulation Period, and extend the length of the Revolving Period.
On the May 2004 Distribution Date if the Class A Invested Amount is
paid in full, Available Investor Principal Collections and Excess Principal
Collections allocable to Series 1997-2 will be used to pay the Class B Invested
Amount as described in the Agreement. If the Available Investor Principal
Collections and Excess Principal Collections allocable to Series 1997-2 are
insufficient to pay in full the Class B Invested Amount on the May 2004
Distribution Date, the Rapid Amortization Period will commence.
If a Pay Out Event occurs during the Accumulation Period, the Rapid
Amortization Period will commence and any amount on deposit in the Principal
Funding Account will be distributed to the Certificateholders of each Class of
Certificates, sequentially, in order of seniority, on the Distribution Date
following the Monthly Period in which the Rapid Amortization Period commences.
During the period beginning on the earlier of the day on which a Pay
Out Event occurs and the Class A Scheduled Payment Date if the Invested Amount
is not paid in full on such date, and ending on the earlier of (i) the date on
which the Class A Invested Amount, the Class B Invested Amount and the CIA
Invested Amount have been paid in full and (ii) the Series Termination Date (the
"Rapid Amortization Period"), collections of Principal Receivables allocated to
the Invested Amount will no longer be paid to the holder of the Exchangeable
Transferor Certificate or to the holders of the certificates of any other Series
or, if the Accumulation Period has commenced, deposited in the Principal Funding
Account, but instead will be distributed to the Class A Certificateholders and,
following payment in full of the Class A Invested Amount, to the Class B
Certificateholders, and, following payment in full of the Class B Invested
Amount, to the CIA Certificateholders, monthly on each Distribution Date
beginning with the Distribution Date in the month following the commencement of
the Rapid Amortization Period.
B-7
Principal payments on the Class B Certificates will be, during the
Accumulation Period, funded by deposits to the Principal Funding Account or,
during the Rapid Amortization Period, made monthly, and will commence on the
date (the "Class B Principal Commencement Date") which is (a) with respect to
the Accumulation Period, the first Distribution Date on which an amount equal to
the Class A Invested Amount has been deposited in the Principal Funding Account
and allocated to the Class A Certificates or (b) with respect to the Rapid
Amortization Period, the Distribution Date on which the Class A Invested Amount
has been paid in full or, if there are no Principal Receivables allocable to the
Investor Certificates remaining after payments have been made to the Class A
Certificates on such Distribution Date, the Distribution Date following the
Distribution Date on which the Class A Invested Amount has been paid in full.
After payment in full of the Class A Invested Amount, amounts deposited in the
Principal Funding Account for the benefit of the Class B Certificates will be
paid to the Class B Certificateholders on the May 2004 Distribution Date and on
each Distribution Date during the Rapid Amortization Period beginning with the
Class B Principal Commencement Date, and thereafter until the payment in full of
the Class B Invested Amount or the termination of the Trust, the Percentage
Allocation of all collections of Principal Receivables and certain other amounts
for the preceding Monthly Period remaining after payment in full of the Class A
Invested Amount will be distributed to the Class B Certificateholders.
Subject to the Agreement, payments of principal are limited to the
unpaid Class B Invested Amount of the Class B Certificates, which may be less
than the unpaid balance of the Class B Certificates pursuant to the terms of the
Agreement. All principal of and interest on the Class B Certificates is due and
payable no later than January 17, 2007 (or if such day is not a Business Day,
the next succeeding Business Day) (the "Series Termination Date"). After the
Series Termination Date, neither the Trust nor the Transferor will have any
further obligation to distribute principal or interest on the Class B
Certificates.
The transfer of this Certificate shall be registered in the
Certificate Register upon surrender of this Certificate for registration of
transfer at any office or agency maintained by the Transfer Agent and
B-8
Registrar accompanied by a written instrument of transfer in a form satisfactory
to the Trustee and the Transfer Agent and Registrar duly executed by the
Certificateholder or such Certificateholder's attorney duly authorized in
writing, and thereupon one or more new Class B Certificates of authorized
denominations and for the same aggregate Undivided Interests will be issued to
the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations
therein set forth, Class B Certificates are exchangeable for new Class B
Certificates evidencing like aggregate Undivided Interests, as requested by the
Class B Certificateholder surrendering such Class B Certificates. No service
charge may be imposed for any such exchange but the Transferor, Servicer, or
Transfer Agent and Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith.
The Transferor, the Servicer, the Trustee, the Paying Agent and the
Transfer Agent and Registrar, and any agent of any of them, may treat the person
in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Transferor, the Servicer, the Trustee, the Paying
Agent and the Transfer Agent and Registrar, nor any agent of any of them or of
any such agent, shall be affected by notice to the contrary except in certain
circumstances described in the Agreement.
The Agreement and any Supplement may be amended by the Transferor,
the Servicer and the Trustee, without the consent of certificateholders of any
Series then outstanding for any purpose, provided that (i) the Transferor shall
--------
deliver an opinion of counsel acceptable to the Trustee to the effect that such
amendment will not adversely affect in any material respect the interest of such
certificateholders, and (ii) such amendment will not result in a withdrawal or
reduction of the rating of any outstanding Series.
The Agreement and the Series 1997-2 Supplement may be amended by the
Transferor, the Servicer and the Trustee with the consent of the holders of
certificates evidencing undivided interests aggregating not less than 66-2/3% of
the investor interests of all Series adversely affected, for the purpose of
adding any provisions to, changing in any manner or eliminating any of the
provi-
B-9
sions of the Agreement or the Series 1997-2 Supplement or of modifying in any
manner the rights of certificateholders of any then outstanding Series. No such
amendment, however, may (a) reduce in any manner the amount of, or delay the
timing of, distributions required to be made on any such Series, (b) change the
definition of or the manner of calculating the interest of any certificateholder
of such Series, or (c) reduce the aforesaid percentage of undivided interests
the holders of which are required to consent to any such amendment, in each case
without the consent of all certificateholders of all Series adversely affected.
Promptly following the execution of any amendment to the Agreement, the Trustee
will furnish written notice of the substance of such amendment to each Class B
Certificateholder.
B-10
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be
duly executed on this 8th day of May, 1997.
FIRST USA BANK
By:
------------------------------
Name: W. Xxxx Xxxxxxxx
Title: Vice President
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates referred to in the within-
mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
as Authenticating Agent
Date: May 8, 1997
By:
--------------------------
Name: Xxxxx Xxxxxxxx
Title: Assistant Vice President
EXHIBIT C
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF FIRST USA
BANK 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 CLAUSE (IV) OR (V), ANY
INSURANCE COMPANY GENERAL ACCOUNT, BUT EXCLUDING ANY ENTITY REGISTERED UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED) (EACH SUCH PERSON DESCRIBED IN
CLAUSES (I) THROUGH (V), A "PLAN PURCHASER"); PROVIDED, HOWEVER, THAT A
PURCHASER SHALL NOT BE REQUIRED TO MAKE THE REPRESENTATIONS AND WARRANTIES SET
FORTH IN ANY OF CLAUSES (I) THROUGH (V) ABOVE IF THE TRUSTEE SHALL HAVE RECEIVED
THE PRIOR WRITTEN CONSENT OF THE TRANSFEROR TO THE TRANSFER TO SUCH ENTITY; AND
PROVIDED, FURTHER, THAT NO SUCH CONSENT SHALL BE GRANTED IF THE TRANSFEROR
DETERMINES IN ITS SOLE AND ABSOLUTE DISCRETION THAT SUCH TRANSFER WOULD CAUSE
THE AGGREGATE PERCENTAGE OF THE CIA INVESTED AMOUNT TRANSFERRED TO PLAN
PURCHASERS TO EQUAL OR EXCEED 25% OF THE CIA INVESTED AMOUNT AND ANY ATTEMPTED
TRANSFER THAT WOULD CAUSE THE PERCENTAGE OF THE CIA INVESTED AMOUNT TRANSFERRED
TO PLAN PURCHASERS TO EQUAL OR EXCEED 25% OF THE CIA INVESTED AMOUNT WILL BE
VOID.
THIS CERTIFICATE MAY NOT BE ACQUIRED, SOLD, TRADED OR TRANSFERRED,
NOR MAY AN INTEREST IN THIS CERTIFICATE BE MARKETED, ON OR THROUGH AN
"ESTABLISHED SECURITIES MARKET" WITHIN THE MEANING OF SECTION 7704(b)(1) OF THE
CODE AND ANY PROPOSED, TEMPORARY OR FINAL TREASURY REGULATION THEREUNDER,
INCLUDING, WITHOUT LIMITATION, AN OVER-THE-COUNTER-MARKET OR AN INTERDEALER
QUOTATION SYSTEM THAT REGULARLY DISSEMINATES FIRM BUY OR SELL QUOTATIONS.
THIS 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 CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY
BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) TO THE TRANSFEROR, (2)
TO A LIMITED NUMBER OF INSTITUTIONAL "ACCREDITED INVESTORS" (AS DEFINED IN RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) AND IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (UPON DELIVERY OF THE
DOCUMENTATION REQUIRED BY THE POOLING AND SERVICING AGREEMENT AND, IF THE
TRUSTEE SO REQUIRES, AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE) OR (3)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A ("QIB") PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE
ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER,
RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A. EACH
CERTIFICATE OWNER BY ACCEPTING A BENEFICIAL INTEREST IN THIS CERTIFICATE IS
DEEMED TO REPRESENT THAT IT IS EITHER A QIB PURCHASING FOR ITS OWN ACCOUNT, A
QIB PURCHASING FOR THE ACCOUNT OF ANOTHER QIB OR AN INSTITUTIONAL "ACCREDITED
INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES
ACT). THIS CERTIFICATE WILL NOT BE ACCEPTED FOR REGISTRATION OF TRANSFER EXCEPT
UPON PRESENTATION OF EVIDENCE SATISFACTORY TO THE TRANSFER AGENT AND REGISTRAR
THAT THE RESTRICTIONS ON TRANSFER SET FORTH IN THE SERIES 1997-2 SUPPLEMENT HAVE
BEEN COMPLIED WITH. THIS CERTIFICATE MAY NOT BE REOFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED WITHOUT THE PRIOR WRITTEN CONSENT OF EACH OF THE
TRANSFEROR AND THE SERVICER AND UNLESS AND UNTIL THE TRUSTEE SHALL HAVE RECEIVED
THE CERTIFICATIONS REQUIRED BY THE SERIES 1997-2 SUPPLEMENT.
No. R-1 $___________
Series Termination
Date: January 17, 2007 CUSIP NO. 000000XX0
FIRST USA CREDIT CARD MASTER TRUST
CIA CERTIFICATE, SERIES 1997-2
Evidencing an undivided interest in a trust, the corpus of which consists of
receivables generated from time to time in the ordinary course of business in a
portfolio of VISA/(R)/ and
C-2
MasterCard/(R)//*/ credit card accounts generated or to be generated by First
USA Bank (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank or any affiliate thereof)
This certifies that _____________________ (the "Certificateholder")
is the registered owner of a fractional undivided interest in the First USA
Credit Card Master Trust (the "Trust") issued pursuant to the Pooling and
Servicing Agreement, dated as of September 1, 1992 between the Bank, as
Transferor (the "Transferor") and as Servicer (the "Servicer"), and The Bank of
New York (Delaware), as trustee (the "Trustee") of the Trust (the "Agreement";
such term to include any Supplement or amendment thereto) as amended by
Assignment No. 27 of Receivables in Additional Accounts dated as of May 8, 1997
among the Bank, as Transferor and Servicer, the Trustee and The Bank of New York
(Delaware), as trustee of the First USA Credit Card Master Trust II, and as
supplemented by the Series 1997-2 Supplement (the "Series 1997-2 Supplement"),
dated as of May 8, 1997, between the Bank, as Transferor and Servicer, and the
Trustee. The corpus of the Trust consists of all of the Transferor's right,
title and interest in a portfolio of receivables (the "Receivables") existing in
certain VISA/(R)/ and MasterCard/(R)/ revolving credit card accounts identified
in the Agreement from time to time (the "Accounts"), all Receivables generated
under the Accounts from time to time thereafter, all monies due or to become due
and all amounts received with respect to the Receivables in existence in the
Accounts, all monies on deposit in certain bank accounts (excluding any
investment earnings on such deposited amounts except as set forth in the Series
1997-2 Supplement), and all other assets and interests constituting the Trust
and all proceeds of the foregoing.
Although a summary of certain provisions of the Agreement is set
forth below, this CIA Certificate does not purport to summarize the Agreement or
the Spread Account Agreement, dated as of May 8, 1997, between the Trustee, the
Transferor, the Servicer and The
-------------------------
/*/ VISA/(R)/ and MasterCard/(R)/ are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
X-0
Xxxx xx Xxx Xxxx, as initial collateral agent (the "Spread Account Agreement")
and reference is made to the Agreement and the Spread Account 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. A copy of the Agreement may be requested from the Trustee by
writing to the Trustee at The Bank of New York (Delaware), Xxxxx Xxxx Center,
Xxxxx 000, Xxxxxx, Xxxxxxxx, 00000, Attention: Bond Administration. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to them in the Agreement or in the Spread Account Agreement. This
Certificate is one of a Series of Certificates entitled "First USA Credit Card
Master Trust CIA Certificates, Series 1997-2" (the "CIA Certificates"), each of
which represents a fractional undivided interest in the Trust, and is issued
under and is subject to the terms, provisions and conditions of the Agreement
and the Spread Account Agreement, to which Agreement and Spread Account
Agreement, as amended from time to time, the Certificateholder by virtue of the
acceptance hereof assents and by which the Certificateholder is bound. In the
case of any conflict between terms specified in this CIA Certificate and terms
specified in the Agreement or the Spread Account Agreement, the terms of the
Agreement and the Spread Account Agreement shall govern.
The Transferor has structured the Agreement, the CIA Certificates,
the First USA Credit Card Master Trust Class A Floating Rate Asset Backed
Certificates, Series 1997-2 (the "Class A Certificates") and the First USA
Credit Card Master Trust Class B Floating Rate Asset Backed Certificates, Series
1997-2 (the "Class B Certificates") with the intention that the CIA
Certificates, the Class A Certificates and Class B Certificates will qualify
under applicable tax law as indebtedness, and the Transferor and each holder of
a CIA Certificate (a "CIA Certificateholder") or any interest therein, by
acceptance of its CIA Certificate or any interest therein, agrees to treat the
CIA Certificates for purposes of federal, state, local and foreign income or
franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
The Trust's assets are allocated in part to the holders of the Class
A Certificates, the holders of the Class B Certificates and the holders of the
CIA Certificates (such holders together the "Investor Certificateholders") with
the remainder allocated to holders of
C-4
other Series of Certificates issued by the Trust and outstanding from time to
time and to the Transferor. In addition to the Class A Certificates, the Class B
Certificates and the CIA Certificates, the Exchangeable Transferor Certificate
will be reissued pursuant to the Agreement and will represent the Transferor's
interest in the Trust. The reissued Exchangeable Transferor Certificate will
represent the interest in the Principal Receivables not represented by the Class
A Certificates, the Class B Certificates and the CIA Certificates (together the
"Investor Certificates") or any other Series of Certificates. The Exchangeable
Transferor Certificate may be exchanged by the Transferor pursuant to the
Agreement for one or more Series of Certificates and a reissued Exchangeable
Transferor Certificate upon the conditions set forth in the Agreement.
The CIA Initial Invested Amount is $57,230,000. The CIA Invested
Amount for any monthly Distribution Date will be an amount equal to (i) the CIA
Initial Invested Amount, minus (ii) the aggregate amount of principal payments
-----
made to the CIA Certificateholders prior to such Distribution Date, minus (iii)
-----
the aggregate amount of CIA Investor Charge-Offs for all prior Distribution
Dates allocated to the CIA Certificates, minus (iv) the aggregate amount of
-----
Reallocated Principal Collections for all prior Distribution Dates which have
been used to fund the Class A Required Amount or the Class B Required Amount
allocated to the CIA Certificates, minus (v) an amount equal to the aggregate
-----
amount by which the CIA Invested Amount has been reduced to fund the Class A
Investor Default Amount and the Class B Investor Default Amount on all prior
Distribution Dates as described in the Agreement and allocated to the CIA
Certificates and plus (vi) the aggregate amount of Excess Finance Charge
----
Collections and certain other amounts allocated and available for purposes of
reimbursing amounts deducted pursuant to the foregoing clauses (ii), (iii) and
(iv); provided, however, that the CIA Invested Amount may not be reduced below
-------- -------
zero.
The CIA Certificates will bear interest at the rate of ___% per annum
from May 8, 1997 through May 16, 1997, and at a per annum rate of ___% in excess
of LIBOR as determined by the Trustee on May 15, 1997 for the period from May
17, 1997 through June 16, 1997 and for each Interest Period thereafter, the CIA
Certificates will bear interest at a per annum rate of ___% in excess of LIBOR
as determined by the Trustee on the related LIBOR
C-5
Determination Date (each such rate as in effect from time to time, the "CIA
Certificate Rate"). Interest will be distributed to the extent of available
funds on June 17, 1997, and on the seventeenth day of each month thereafter, or
if such day is not a Business Day, the next succeeding Business Day until the
earlier of the day on which the CIA Invested Amount is paid in full and the
Series Termination Date (each such date a "Distribution Date"), in an amount
equal to the product of (a) the actual number of days in the related Interest
Period divided by 360, (b) the CIA Certificate Rate and (c) the CIA Invested
Amount on the last day of the Monthly Period immediately preceding such
Distribution Date. Interest for a Distribution Date will accrue from and
including the previous Distribution Date (or in the case of the first
Distribution Date, from and including the Closing Date), to, and including, the
day immediately preceding the current Distribution Date. Interest payments will
be made on June 17, 1997 and on each Distribution Date thereafter until the
Series 1997-2 Termination Date. Interest will be payable monthly on each
Distribution Date to the CIA Certificateholders of record as of the related
Record Date in accordance with the provisions of the Spread Account Agreement.
The Record Date with respect to any Distribution Date shall be the last day of
the calendar month preceding such Distribution Date.
The Servicer will establish and maintain a "Spread Account" with The
Bank of New York, as collateral agent (the "Collateral Agent") or a Qualified
Institution which at all times has a short-term rating of "P-1" by Xxxxx'x and
"A-1" by Standard & Poor's for the benefit of the CIA Certificateholders and
First USA Bank as holder of the Transferor Interest, pursuant to the Spread
Account Agreement. Amounts on deposit in the Spread Account will be used to fund
shortfalls in amounts available to fund the CIA Required Amount and to make
payments to the CIA Certificateholders, following payment in full of the Class A
Invested Amount and the Class B Invested Amount, of the Repayment Amount as
provided in the Spread Account Agreement. Under certain circumstances described
in the Spread Account Agreement, the Spread Account will be funded by Excess
Finance Charge Collections and in certain circumstances such amounts may be
released from the Spread Account. On the date on which all amounts due to the
Certificateholders have been paid in full, all amounts, if any, then remaining
in the Spread Account shall be distributed to the holder of
C-6
the Exchangeable Transferor Certificate or the spread replacement amount
providers, as appropriate.
As described in the Agreement, Collections of Principal Receivables
with respect to any Monthly Period will be allocated on the related
Determination Date on the basis of the aggregate Investor Percentage of all
Series and the Transferor Percentage with respect to the Principal Receivables.
Such allocation will be performed both during the Revolving Period and any
Amortization Period. Throughout the existence of the Trust, the Servicer will
allocate to the Transferor, as holder of the Exchangeable Transferor
Certificate, an amount equal to the Transferor Percentage of the aggregate
amount of Collections of Finance Charge Receivables and Principal Receivables
for each Monthly Period. During the Revolving Period relating to the Investor
Certificates, the Class B Floating Allocation Percentage of Collections of
Principal Receivables and the CIA Floating Allocation Percentage of Collections
of Principal Receivables will be applied first as Reallocated Principal
Collections, to the extent required, and any remaining amounts together with the
Class A Floating Allocation Percentage of Principal Receivables will be
distributed first to the certificateholders of other Series to the extent of the
amount of Principal Shortfalls, if any, and then to the Transferor in an amount
not to exceed the amount of the Transferor Interest.
Unless a Pay Out Event has occurred, the Accumulation Period will
begin at the close of business on the last day of the Revolving Period and will
end on the earlier of (i) the commencement of the Rapid Amortization Period,
(ii) payment of the Invested Amount in full and (iii) the Series Termination
Date. On each Transfer Date following the commencement of the Accumulation
Period, prior to the earlier of the payment of the Class A Invested Amount in
full and the commencement of the Rapid Amortization Period, the Trustee will
deposit in the Principal Funding Account an amount equal to the least of (a)
Available Investor Principal Collections with respect to the preceding Monthly
Period, (b) the applicable Controlled Deposit Amount and (c) the Class A
Adjusted Invested Amount prior to any such deposit on such day. Amounts in the
Principal Funding Account will be paid to the Class A Certificateholders on the
Class A Scheduled Payment Date. After the full amount of the Class A Invested
Amount has been deposited in the Principal Funding Account and begin-
C-7
ning with the Transfer Date related to the Class B Principal Commencement Date,
prior to the commencement of the Rapid Amortization Period, the Trustee will
deposit in the Principal Funding Account an amount equal to the least of (a) the
Available Investor Principal Collections with respect to the preceding Monthly
Period remaining after application thereof to the Class A Invested Amount, (b)
the applicable Controlled Deposit Amount (minus the Class A Monthly Principal
with respect to such Transfer Date) and (c) the Class B Adjusted Invested Amount
prior to any such deposit on such day. After payment in full of the Class A
Invested Amount, amounts in the Principal Funding Account will be paid to the
Class B Certificateholders on the Class B Scheduled Payment Date. After the full
amount of the sum of the Class A Invested Amount and the Class B Invested Amount
has been deposited in the Principal Funding Account, prior to the commencement
of the Rapid Amortization Period, the Trustee will deposit in the Principal
Funding Account an amount equal to the least of (a) the Available Investor
Principal Collections with respect to the preceding Monthly Period remaining
after application thereof to the Class A Invested Amount and the Class B
Invested Amount, (b) the applicable Controlled Deposit Amount (minus the Class A
Monthly Principal and the Class B Monthly Principal with respect to such
Transfer Date) and (c) the CIA Adjusted Invested Amount prior to any such
deposit on such day. After payment in full of the Class A Invested Amount and
the Class B Invested Amount, amounts in the Principal Funding Account will be
paid to the CIA Certificateholders on the CIA Scheduled Payment Date. Principal
on the CIA Certificates is scheduled to be distributed on the May 2004
Distribution Date. During the Accumulation Period, the portion of Available
Investor Principal Collections not applied to Class A Monthly Principal, Class B
Monthly Principal or CIA Monthly Principal on a Transfer Date will generally be
treated as Excess Principal Collections.
Upon written notice to the Trustee and satisfaction of certain
conditions, the Servicer may elect to postpone the commencement of the
Accumulation Period, and extend the length of the Revolving Period.
On the May 2004 Distribution Date if the Class A Invested Amount and
the Class B Invested Amount each is paid in full, Available Investor Principal
Collections and Excess Principal Collections allocable to Series 1997-2
remaining after payment in full of the Class A
C-8
Invested Amount and the Class B Invested Amount will be used to pay the CIA
Invested Amount until the earlier of the date on which the CIA Invested Amount
is paid in full and the Series Termination Date, as described in the Agreement.
If a Pay Out Event occurs during the Accumulation Period, the Rapid
Amortization Period will commence and any amount on deposit in the Principal
Funding Account will be distributed to the Certificateholders of each Class of
Certificates, sequentially, in order of seniority, on the Distribution Date
following the Monthly Period in which the Rapid Amortization Period commences.
During the period beginning on the earlier of the day on which a Pay
Out Event occurs and the Class A Scheduled Payment Date if the Invested Amount
is not paid in full on such date, and ending on the earlier of (i) the date on
which the Class A Invested Amount, the Class B Invested Amount and the CIA
Invested Amount have been paid in full and (ii) the Series Termination Date (the
"Rapid Amortization Period"), collections of Principal Receivables allocated to
the Invested Amount will no longer be paid to the holder of the Exchangeable
Transferor Certificate or to the holders of the certificates of any other Series
or, if the Accumulation Period has commenced, deposited in the Principal Funding
Account, but instead will be distributed to the Class A Certificateholders and,
following payment in full of the Class A Invested Amount, to the Class B
Certificateholders, and, following payment in full of the Class B Invested
Amount, to the CIA Certificateholders, monthly on each Distribution Date
beginning with the Distribution Date in the month following the commencement of
the Rapid Amortization Period.
Principal payments on the CIA Certificates will be, during the
Accumulation Period, funded by deposits to the Principal Funding Account or,
during the Rapid Amortization Period, made monthly, and will commence on the
date (the "CIA Principal Commencement Date") which is (a) with respect to the
Accumulation Period, the first Distribution Date on which an amount equal to the
sum of the Class A Invested Amount and the Class B Invested Amount has been
deposited in the Principal Funding Account and allocated to the Class A
Certificates and the Class B Certificates or (b) with respect to the Rapid
Amortization Period, the Distribution Date on which the Class A Invested Amount
and the Class B Invested Amount have each been paid in full or,
C-9
if there are no Principal Receivables allocable to the Investor Certificates
remaining after payments have been made to the Class A Certificates and the
Class B Certificates on such Distribution Date, the Distribution Date following
the Distribution Date on which the Class A Invested Amount and the Class B
Invested Amount have each been paid in full. After payment in full of the Class
A Invested Amount and the Class B Invested Amount, amounts deposited in the
Principal Funding Account for the benefit of the CIA Certificates will be paid
to the CIA Certificateholders on the May 2004 Distribution Date and on each
Distribution Date during the Rapid Amortization Period beginning with the CIA
Principal Commencement Date, and thereafter until the payment in full of the CIA
Invested Amount or the termination of the Trust, the Percentage Allocation of
all Collections of Principal Receivables and certain other amounts for the
preceding Monthly Period remaining after payment in full of the Class A Invested
Amount and the Class B Invested Amount will be distributed to the CIA
Certificateholders.
Subject to the Agreement, payments of principal are limited to the
unpaid CIA Invested Amount of the CIA Certificates, which may be less than the
unpaid balance of the CIA Certificates pursuant to the terms of the Agreement
and the CIA Investor Principal Balance pursuant to the Spread Account Agreement.
All principal of and interest on the CIA Certificates is due and payable no
later than January 17, 2007 (or if such day is not a Business Day, the next
succeeding Business Day) (the "Series Termination Date"). After the Series
Termination Date, neither the Trust nor the Transferor will have any further
obligation to distribute principal or interest on the CIA Certificates.
The transfer of this Certificate shall be registered in the
Certificate Register upon surrender of this Certificate for registration of
transfer at any office or agency maintained by the Transfer Agent and Registrar
accompanied by a written instrument of transfer in a form satisfactory to the
Trustee and the Transfer Agent and Registrar duly executed by the
Certificateholder or such Certificateholder's attorney duly authorized in
writing, and thereupon one or more new CIA Certificates of authorized
denominations and for the same aggregate Undivided Interests will be issued to
the designated transferee or transferees.
C-10
As provided in the Agreement and subject to certain limitations
therein set forth, CIA Certificates are exchangeable for new CIA Certificates
evidencing like aggregate Undivided Interests, as requested by the CIA
Certificateholder surrendering such CIA Certificates. No service charge may be
imposed for any such exchange but the Transferor, Servicer, or Transfer Agent
and Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
The Transferor, the Servicer, the Trustee, the Paying Agent and the
Transfer Agent and Registrar, and any agent of any of them, may treat the person
in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Transferor, the Servicer, the Trustee, the Paying
Agent and the Transfer Agent and Registrar, nor any agent of any of them or of
any such agent, shall be affected by notice to the contrary except in certain
circumstances described in the Agreement.
The Agreement and any Supplement may be amended by the Transferor,
the Servicer and the Trustee, without the consent of certificateholders of any
Series then outstanding for any purpose, provided that (i) the Transferor shall
--------
deliver an opinion of counsel acceptable to the Trustee to the effect that such
amendment will not adversely affect in any material respect the interest of such
certificateholders, and (ii) such amendment will not result in a withdrawal or
reduction of the rating of any outstanding Series.
The Agreement and the Series 1997-2 Supplement may be amended by the
Transferor, the Servicer and the Trustee with the consent of the holders of
certificates evidencing undivided interests aggregating not less than 66-2/3% of
the investor interests of all Series adversely affected, for the purpose of
adding any provisions to, changing in any manner or eliminating any of the
provisions of the Agreement or the Series 1997-2 Supplement or of modifying in
any manner the rights of certificateholders of any then outstanding Series. No
such amendment, however, may (a) reduce in any manner the amount of, or delay
the timing of, distributions required to be made on any such Series, (b) change
the definition of or the manner of calculating the interest of any
certificateholder of such Series, or (c) reduce the aforesaid percentage of
undivided inter-
C-11
ests the holders of which are required to consent to any such amendment, in each
case without the consent of all certificateholders of all Series adversely
affected. Promptly following the execution of any amendment to the Agreement,
the Trustee will furnish written notice of the substance of such amendment to
each CIA Certificateholder.
The holder of this Certificate by its acceptance hereof agrees that
(i) it will not institute or join against the Trust and (ii) it will not, in its
capacity as a Certificateholder, institute or join against the Transferor any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or
other proceeding under any federal or state bankruptcy or similar law, for one
year and a day after the payment in full of the last outstanding investor
certificate issued by the First USA Credit Card Master Trust; provided, that the
--------
foregoing shall not limit the right of the holder of this Certificate to file
any claim in or otherwise take any action with respect to any such bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding that was
instituted by any person other than a CIA Certificateholder.
The holder hereof by its acceptance of this Certificate further
agrees that it will report its interest in the CIA Investor Principal Balance,
with respect to all taxes, in a manner consistent with the intended
characterization referred to in Section 3.07 of the Agreement.
Neither this Certificate nor any interest herein may be sold
conveyed, assigned, hypothecated, pledged, participated, or otherwise
transferred, except in accordance with the Agreement, and any such transfer will
be permitted only if it consists of a pro rata percentage interest in all
payments made with respect to this Certificate. No transfers of partial
interests in this Certificate shall be permitted.
Neither this Certificate nor any interest herein may be transferred
to any person, unless the transferee shall have executed and delivered the
certifications required by the Agreement and each of the Transferor and the
Servicer shall have granted its prior consent thereto. Such consent shall be
granted unless the Transferor determines in its sole and absolute discretion
that the proposed transfer would create a risk that the Trust would
C-12
be classified for federal or any applicable state tax purposes as an association
or publicly traded partnership taxable as a corporation. Notwithstanding the
foregoing, any attempted transfer of this Certificate or an interest herein that
would cause the aggregate number of (i) holders of a right to receive interest
or principal with respect to the CIA Certificates (or other interests in the
Trust), other than certificates (or other such interests) with respect to which
an opinion is rendered that such certificates (or other such interests) will be
treated as debt for federal income tax purposes, and (ii) any holders of a right
to receive any amount in respect of the Transferor Interest, to exceed ninety
nine shall be void.
The holder of this Certificate or any interest therein hereby
certifies that it is either (A)(i) a citizen or resident of the United States,
(ii) a corporation, partnership or other entity organized in or under the laws
of the United States or any political subdivision thereof which, if a tax-exempt
entity, recognizes that payments with respect to this Certificate may constitute
unrelated business taxable income or (iii) a person not described in (i) or (ii)
whose ownership of this Certificate is effectively connected with the conduct of
a trade or business within the United States (within the meaning of the Code)
and whose ownership of any interest in this Certificate will not result in any
withholding obligation with respect to any payments with respect to this
Certificate by any person (other than withholding, if any, under Section 1446 of
the Code), or (B) an estate or trust the income of which is includible in gross
income for United States federal income tax purposes. If the holder hereof is
(a) a person described in clause (A)(i) or (A)(ii) above, it has furnished to
the Servicer and the Trustee, a properly executed United States Internal Revenue
Service Form W-9 and agrees to furnish a new Form W-9, or any successor
applicable form, upon the expiration or obsolescence of any previously delivered
form or (b) a person described in clause (A)(iii) above, it has furnished to the
Servicer and the Trustee, a properly executed United States Internal Revenue
Service Form 4224 and agrees to furnish a new Form 4224, or any successor
applicable form, upon the expiration or obsolescence of any previously delivered
form, and comparable statements in accordance with applicable United States
laws.
C-13
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be
duly executed on this 8th day of May, 1997.
FIRST USA BANK
By:
-------------------------------
Name: W. Xxxx Xxxxxxxx
Title: Vice President
CERTIFICATE OF AUTHENTICATION
This is one of the CIA Certificates referred to in the within-
mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
as Authenticating Agent
Date: May 8, 1997
By:
-------------------------------
Name: Xxxxx Xxxxxxxx
Title: Assistant Vice
President
EXHIBIT D
[LOGO OF DEPOSITORY TRUST COMPANY APPEARS HERE]
-------------------------------------------------------------
BOOK-ENTRY-ONLY COLLATERALIZED MORTGAGE OBLIGATIONS (CMOs)
(WITHOUT OWNER OPTION TO REDEEM)/
OTHER ASSET-BACKED SECURITIES/AND PASS-THROUGH CERTIFICATES
-------------------------------------------------------------
Letter of Representations
[To be Completed by Issuer and Trustee]
First USA Bank
-------------------------------------------------
[Name of Issuer]
The Bank of New York (Delaware)
-------------------------------------------------
[Name of Trustee]
May 8, 1997
-----------
[Date]
Attention: General Counsel's Office
The Depository Trust Company
00 Xxxxx Xxxxxx: 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
Re: $500,000,000 Class A Floating Rate Asset Backed Certificates,
---------------------------------------------------------------
Series 1997-2; $45,180,000 Class B Floating Rate Asset Backed
---------------------------------------------------------------
Certificates, Series 1997-2
---------------------------------------------------------------
[Issue Description]
Ladies and Gentlemen:
This letter sets forth our understanding with respect to certain matters
relating to the above-referenced issue (the "Securities"). Trustee will act as
trustee with respect to the Securities pursuant to a trust indenture dated as of
-----
September 1, 1992* (the "Document"), Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
----------- - -------------------------------------
["Underwriter"]
Incorporated** is distributing the Securities through The Depository Trust
--------------
Company ("DTC").
To induce DTC to accept the Securities as eligible for deposit at DTC, and
to act in accordance with its Rules with respect to the Securities, Issuer and
Trustee make the following representations to DTC:
1. Prior to closing on the Securities on May 8, 1997, there shall be
----- -
deposited with DTC one Security certificate registered in the name of DTC's
nominee. Cede & Co., for each stated maturity of the Securities in the face
amounts set forth on Schedule A hereto, the total of
-------------------------
* As supplemented as of May 8, 1997
** As Representative for itself, Bear, Xxxxxxx & Co. Inc. and UBS Securities
LLC.
which represents 100% of the principal amount of such Securities. If, however,
the aggregate principal amount of any maturity exceeds $200 million, one
certificate will be issued with respect to each $200 million of principal amount
and an additional certificate will be issued with respect to any remaining
principal amount. Each Security certificate shall bear the following legend:
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an interest herein.
2. In the event of any solicitation of consents from or voting by holders
of the Securities, Issuer or Trustee shall establish a record date for such
purposes (with no provision for revocation of consents or votes by subsequent
holders) and shall send notice of such record date to DTC not less than 15
calendar days in advance of such record date. Notices to DTC pursuant to this
Paragraph by telecopy shall be sent to DTC's Reorganization Department at (212)
709-6896 or (000) 000-0000, and receipt of such notices shall be confirmed by
telephoning (000) 000-0000. Notices to DTC pursuant to this Paragraph by mail or
by any other means shall be sent to DTC's Reorganization Department as indicated
in Paragraph 4.
3. In the event of a full or partial redemption, Issuer or Trustee shall
send a notice to DTC specifying: (a) the amount of the redemption or refunding;
(b) in the case of a refunding, the maturity date(s) established under the
refunding; and (c) the date such notice is to be mailed to Security holders or
published (the "Publication Date"). Such notice shall be sent to DTC by a secure
means (e.g., legible telecopy, registered or certified mail, overnight delivery)
in a timely manner designed to assure that such notice is in DTC's possession no
later than the close of business on the business day before or, if possible, two
business days before the Publication Date. Issuer or Trustee shall forward such
notice either in a separate secure transmission for each CUSIP number or in a
secure transmission for multiple CUSIP numbers (if applicable) which includes a
manifest or list of each CUSIP number submitted in that transmission. (The
party sending such notice shall have a method to verify subsequently the use of
such means and the timeliness of such notice.) The Publication Date shall be not
less than 30 days nor more than 60 days prior to the redemption date or, in the
case of an advance refunding, the date that the proceeds are deposited in
escrow. Notices to DTC pursuant to this Paragraph by telecopy shall be sent to
DTC's Call Notification Department at (000) 000-0000 or (000) 000-0000. If the
party sending the notice does not receive a telecopy receipt from DTC confirming
that the notice has been received such party shall telephone (000) 000-0000.
Notices to DTC pursuant to this Paragraph by mail or by any other means shall be
sent to:
Manager, Call Notification Department
The Depository Trust Company
000 Xxxxxxx Xxxxxx
Xxxxxx Xxxx, XX 00000-0000
4. In the event of an invitation to tender the Securities (including
mandatory tenders, exchanges, and capital changes), notice by Issuer or Trustee
to Security holders specifying the terms of the tender and the Publication Date
of such notice shall be sent to DTC by a secure means in the manner set forth in
the preceding Paragraph. Notices to DTC pursuant to this Paragraph and notices
of other corporate actions by telecopy shall be sent to DTC's Reorganization
Department at (000) 000-0000
-2-
or (000) 000-0000, and receipt of such notices shall be confirmed by
telephoning (000) 000-0000. Notices to DTC pursuant to the above by mail or by
any other means shall be sent to:
Manager: Reorganization Department
Reorganization Window
The Depository Trust Company
0 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
5. All notices and payment advices sent to DTC shall contain the CUSIP
number of the Securities.
6. Trustee shall send DTC written notice with respect to the dollar amount
per $1,000 original face value (or other minimum authorized denomination if less
than $1,000 face value) payable on each payment date allocated as to the
interest and principal portions thereof preferably 5, but not less than 2,
business days prior to such payment date. Such notices, which shall also contain
the current pool factor, any special adjustments to principal/interest rates
(e.g., adjustments due to deferred interest or shortfall), and Trustee contact's
name and telephone number, shall be sent by telecopy to DTC's Dividend
Department at (000) 000-0000, or if by mail or by an other means to:
Manager: Announcements
Dividend Department
The Depository Trust Company
0 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
7. [Note: Issuer must represent one of the following, and cross out the
other:] [The interest accrual period is payment date to payment date.]
8. Trustee must provide DTC, no later than noon (Eastern Time) on the
payment date, CUSIP numbers for each issue for which payment is being sent, as
well as the dollar amount of the payment for each issue. Notification of payment
details should be sent using automated communications.
9. Interest payments and principal payments that are part of periodic
principal-and-interest payments shall be received by Cede & Co., as nominee of
DTC, or its registered assigns in same-day funds, no later than 2:30 p.m.
(Eastern Time) on each payment date (in accordance with existing arrangements
between Issuer or Trustee and DTC). Absent any other arrangements between Issuer
or Trustee and DTC, such funds shall be wired as follows:
The Chase Manhattan Bank
ABA 000000000
For credit to A/C The Depository Trust Company
Dividend Deposit Account 066-026776
Issuer or Trustee shall provide interest payment information to a standard
announcement service subscribed to by DTC. In the unlikely event that no such
service exists, Issuer or Trustee shall provide interest payment information
directly to DTC in advance of the interest payment date as soon as the
information is available. This information should be conveyed directly to DTC
electronically. If electronic transmission is not available, absent any other
arrangements between Trustee and DTC, such information should be sent by
telecopy to DTC's Dividend Department at (000) 000-0000 or
-3-
(000) 000-0000, and receipt of such notices shall be confirmed by telephoning
(000) 000-0000. Notices to DTC pursuant to the above by mail or by any other
means shall be sent to:
Manager, Announcements
Dividend Department
The Depository Trust Company
0 Xxxxxxx Xxxxxx; 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
10. DTC shall receive maturity and redemption payments allocated with respect
to each CUSIP number on the payable date in same-day funds by 2:30 p.m. (Eastern
Time). Absent any other arrangements between Trustee and DTC, such payments
shall be wired as follows:
The Chase Manhattan Bank
ABA 000000000
For credit to A/C The Depository Trust Company
Redemption Account 066-027306
in accordance with existing SDFS payment procedures in the manner set forth in
DTC's SDFS Paying Agent Operating Procedures, a copy of which has previously
been furnished to Trustee.
11. DTC shall receive all reorganization payments and CUSIP-level detail
resulting from corporate actions (such as tender offers, remarketings, or
mergers) on the first payable date in same-day funds by 2:30 p.m. (Eastern
Time). Absent any other arrangements between Trustee and DTC, such payments
shall be wired as follows:
The Chase Manhattan Bank
ABA 000000000
For credit to A/C The Depository Trust Company
Reorganization Account 066-027608
12. DTC may direct Issuer or Trustee to use any other number or address as the
number or address to which notices or payments of interest or principal may be
sent.
13. In the event, of a redemption, acceleration, or any other similar
transaction (e.g. tender made and accepted in response to Issuer's or Trustee's
invitation) necessitating a reduction in the aggregate principal amount of
Securities outstanding or an advance refunding of part of the Securities
outstanding, DTC, in its discretion: (a) may request Issuer or Trustee to issue
and authenticate a new Security certificate; or (b) may make an appropriate
notation on the Security certificate indicating the date and amount of such
reduction in principal except in the case of final maturity, in which case the
certificate will be presented to Issuer or Trustee prior to payment, if
required.
14. In the event that Issuer determines that beneficial owners of Securities
shall be able to obtain certificated Securities, Issuer or Trustee shall notify
DTC of the availability of certificates. In such event, Issuer or Trustee shall
issue, transfer, and exchange certificates in appropriate amounts, as required
by DTC and others.
15. DTC may discontinue providing its services as securities depository with
respect to the Securities at any time by giving reasonable notice to Issuer or
Trustee (at which time DTC will confirm with Issuer or Trustee the aggregate
principal amount of Securities outstanding). Under such circumstances, at DTC's
request Issuer and Trustee shall cooperate fully with DTC by taking
-4-
appropriate action to make available one or more separate certificates
evidencing Securities to any DTC Participant having Securities credited to its
DTC accounts.
16. Issuer: (a) understands that DTC has no obligation to, and will not,
communicate to its Participants or to any person having an interest in the
Securities any information contained in the Security certificate(s); and (b)
acknowledges that neither DTC's Participants nor any person having an interest
in the Securities shall be deemed to have notice of the provisions of the
Security certificates by virtue of submission of such certificate(s) to DTC.
17. Nothing herein shall be deemed to require Trustee to advance funds on
behalf of Issuer.
18. Rider 5A is incorporated herein.
Notes: Very truly yours,
------
A. If there is a Trustee (as defined in
this Letter of Representations), Trustee First USA Bank
as well as Issuer must sign this Letter. -----------------------------------
If there is no Trustee, in signing this (Issuer)
Letter, Issuer itself undertakes to perform
all of the obligations set forth herein. By: [SIGNATURE APPEARS HERE]
--------------------------------
B. Schedule B contains statements that (Authorized Officer's Signature)
DTC believes accurately describe DTC, the
method of effecting book-entry transfers The Bank of New York (Delaware)
of securities distributed through DTC, -----------------------------------
and certain related matters. (Trustee)
By:
Received and Accepted: --------------------------------
THE DEPOSITORY TRUST COMPANY (Authorized Officer's Signature)
By:
-----------------------------
cc: Underwriter
Underwriter's Counsel
-3-
appropriate action to make available one or more separate certificates
evidencing Securities to any DTC Participant having Securities credited to its
DTC accounts.
16. Issuer: (a) understands that DTC has no obligation to and will not
communicate to its Participants or to any person having an interest in the
Securities any information contained in the Security certificate(s): and (b)
acknowledges that neither DTC's Participants nor any person having an interest
in the Securities shall be deemed to have notice of the provisions of the
Security certificates by virtue of submission of such certificate(s) to DTC.
17. Nothing herein shall be deemed to require Trustee to advance funds on
behalf of Issuer.
18. Rider 5A is incorporated herein.
Notes: Very truly yours,
------
A. If there is a Trustee (as defined
in this Letter of Representations),
Trustee as well as Issuer must sign
this Letter. If there is no Trustee,
in signing this Letter Issuer itself First USA Bank
undertakes to perform all of the -----------------------------------
obligations set forth herein. (Issuer)
B. Schedule B contains statements
that DTC believes accurately describe By:
DTC, the method of effecting book- --------------------------------
entry transfers of securities (Authorized Officer's Signature)
distributed through DTC, and certain
related matters. The Bank of New York (Delaware)
-----------------------------------
(Trustee)
By: [SIGNATURE ILLEGIBLE]
--------------------------------
Received and Accepted: (Authorized Officer's Signature)
THE DEPOSITORY TRUST COMPANY
By: [SIGNATURE ILLEGIBLE]
-------------------------------
cc: Underwriter
Underwriter's Counsel
-5-
Rider 5A
--------
19. The terms "trust indenture" and "Indenture" are hereby replaced wherever
they appear in the Letter of Representations with the term "Pooling and
Servicing Agreement."
20. The term "Securities" is hereby replaced wherever it appears in the Letter
of Representations with the term "Certificates."
SCHEDULE A
----------
(Describe Issue)
First USA Credit Card Master Trust
$500,000,000 Class A Floating Rate Asset Backed
Certificates, Series 1997-2
$45,180,000 Class B Floating Rate Asset Backed
Certificates, Series 1997-2
CUSIP Principal Amount Maturity Date Interest Rate
----- ---------------- ------------- -------------
000000XX0 $200,000,000 May 17, 2004 0.13% above LIBOR
000000XX0 $200,000,000 May 17, 2004 0.13% above LIBOR
000000XX0 $100,000,000 May 17, 2004 0.13% above LIBOR
000000XX0 $ 45,180,000 May 17, 2004 0.33% above LIBOR
SCHEDULE B
----------
SAMPLE OFFICIAL STATEMENT LANGUAGE
DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
-----------------------------------
(Prepared by DTC-bracketed material may be applicable only to certain issues)
1. The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the securities (the "Securities"). The Securities will
be issued as fully-registered securities registered in the name of Cede & Co.
(DTC's partnership nominee). One fully-registered Security certificate will be
issued for each issue of the Securities, [each] in the aggregate principal
amount of such issue, and will be deposited with DTC. [If however, the aggregate
principal amount of [any] issue exceeds $200 million, one certificate will be
issued with respect to each $200 million of principal amount and an additional
certificate will be issued with respect to any remaining principal amount of
such issue.]
2. DTC is limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Participants") deposit
with DTC. DTC also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations. DTC is owned by a number
of its Direct Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc., and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as
securities brokers and dealers, banks, and trust companies that clear through or
maintain a custodial relationship with a Direct Participant, either directly or
indirectly ("Indirect Participants"). The Rules applicable to DTC and its
Participants are on file with the Securities and Exchange Commission.
3. Purchase of Securities under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Securities on DTC's
records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books
of Participants acting on behalf of Beneficial Owners. Beneficial Owners will
not receive certificates representing their ownership interests in Securities,
except in the event that use of the book-entry system for the Securities is
discontinued.
4. To facilitate subsequent transfers, all Securities deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Securities with DTC and their registration in the name
of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of
the actual Beneficial Owners of the Securities; DTC's records reflect only the
identity of the Direct Participants to whose accounts such Securities are
credited, which may or may not be the Beneficial Owners. The Participants will
remain responsible for keeping account of their holdings on behalf of their
customers.
5. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
[6. Redemption notices shall be sent to Cede & Co. If less than all of the
Securities within an issue are being redeemed. DTC'S practice is to determine by
lot the amount of the interest of each Direct Participant in such issue to be
redeemed.]
7. Neither DTC nor Cede & Co. will consent or vote with respect to
Securities. Under its usual procedures. DTC mails an Omnibus Proxy to Issuer as
soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts the
Securities are credited on the record date (identified in a listing attached to
the Omnibus Proxy).
8. Principal and interest payments on the Securities will be made to DTC.
DTC's practice is to credit Direct Participants' accounts on payable date in
accordance with their respective holdings shown on DTC's records unless DTC has
reason to believe that it will not receive payment on payable date. Payments by
Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of such Participant and not of DTC, Trustee, or Issuer, subject
to any statutory or regulatory requirements as may be in effect from time to
time. Payment of principal and interest to DTC is the responsibility of Issuer
or Trustee, disbursement of such payments to Direct Participants shall be the
responsibility of DTC, and disbursement of such payments to the Beneficial
Owners shall be the responsibility of Direct and Indirect Participants.
[9. A Beneficial Owner shall give notice to elect to have its Securities
purchased or tendered, through its Participant, to Trustee [or
Tender/Remarketing Agent], and shall effect delivery of such Securities by
causing the Direct Participant to transfer the Participant's interest in the
Securities, on DTC's records, to Trustee [or Tender/Remarketing Agent]. The
requirement for physical delivery of Securities in connection with an optional
tender or a mandatory purchase will be deemed satisfied when the ownership
rights in the Securities are transferred by Direct Participants on DTC's records
and followed by a book-entry credit of tendered Securities to Trustee [or
Tender/Remarketing Agent's] DTC account.]
10. DTC may discontinue providing its services as securities depository with
respect to the Securities at any time by giving reasonable notice to Issuer or
Agent. Under such circumstances, in the event that a successor securities
depository is not obtained. Security certificates are required to be printed and
delivered.
11. Issuer may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
Security certificates will be printed and delivered.
12. The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that Issuer believes to be reliable, but
Issuer takes no responsibility for the accuracy thereof.
-ii-
[LOGO OF DTC APPEARS HERE]
REPRESENTATIONS FOR DEPOSIT/WITHDRAWAL AT CUSTODIAN ("DWAC") --
to be included in DTC Letter of Representations
-----------------------------------------------
The Security certificate(s) shall remain in Agent's custody as a
"Balance Certificate" subject to the provisions of the Balance
Certificate Agreement between Agent and DTC currently in effect.
On each day on which Agent is open for business and on which it
receives an instruction originated by a Participant through DTC's
Deposit/Withdrawal at Custodian ("DWAC") system to increase the
Participant's account by a specified number of shares, units, or
obligations (a "Deposit Instruction"), Agent shall, before 6:30 p.m.
(Eastern Time) that day, either approve or cancel the Deposit
Instruction through the DWAC system.
On each day on which Agent is open for business and on which it
receives an instruction originated by a Participant through the DWAC
system to decrease the Participant's account by a specified number of
shares, units, or obligations (a "Withdrawal Instruction"), Agent shall,
before 6:30 p.m. (Eastern Time) that day, either approve or cancel the
Withdrawal Instruction through the DWAC system.
Agent agrees that its approval of a Deposit or Withdrawal
Instruction shall be deemed to be the receipt by DTC of a new, reissued
or reregistered certificated security on registration of transfer to the
name of Cede & Co. for the quantity of Securities evidenced by the
Balance Certificate after the Deposit or Withdrawal Instruction is
effected.
EXHIBIT E
MONTHLY ALLOCATIONS AND PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
FIRST USA BANK
-----------------------------------------------
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1997-2
-----------------------------------------------
Monthly Period:
to
Distribution Date:
Transfer Date:
The undersigned, a duly authorized representative of First USA Bank (the "Bank")
as Servicer, pursuant to the Pooling and Servicing Agreement dated as of
September 1, 1992 (the "Pooling and Servicing Agreement") and the Series 1997-2
Supplement dated May 8, 1997 (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 4.09 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.
I. INSTRUCTION TO MAKE A WITHDRAWAL.
---------------------------------
Pursuant to Section 4.09, the Servicer does hereby instruct the Trustee (i)
to make a withdrawal from the Finance Charge Account on the above
referenced Transfer Date under the Pooling and Servicing Agreement, in an
aggregate amount as set forth
MONTHLY PAYMENT INSTRUCTIONS SERIES 1996-8
Page E-2
below in respect of the following amounts and (ii)
to apply the proceeds of such withdrawal in
accordance with Section 4.05:
1. A. Class A Finance Charge Allocations Principal
Funding Investment Proceeds Reserve Account N/A
Withdrawals N/A
----------------------
Total Class A Available Funds
B. Pursuant to subsections 4.09(a)(i):
-----------------------------------
1. Interest to be paid to Certificateholders
at the Certificate Rate for the Interest
Period on the Invested Amount (Actual/360)
Class A
2. Overdue Interest
3. Default Interest
C. Pursuant to subsection 4.09(a)(ii):
-----------------------------------
Class A Monthly Servicing Fee for the preceding
Monthly Period if First USA Bank is no longer
Servicer
D. Pursuant to subsection 4.09(a)(iii):
------------------------------------
Class A Investor Default Amount for the
preceding Monthly Period
---------------------
E. Pursuant to subsection 4.09(a)(iv):
-----------------------------------
Amount constituting Excess Finance Charge
Collections to be distributed per
Section 4.13
======================
2. A. Class B Finance Charge Allocation Principal
Funding Investment Proceeds Reserve Account N/A
Withdrawals N/A
----------------------
Total Class B Available Funds
MONTHLY PAYMENT INSTRUCTIONS SERIES 1997-2
Page E-3
B. Pursuant to subsections 4.09(b)(i):
-----------------------------------
1. Interest to be paid to Certificateholders
at the Certificate Rate for the Interest
Period on the Invested Amount (Actual/360)
Class B
2. Overdue Interest
3. Default Interest
C. Pursuant to subsection 4.09(b)(ii):
-----------------------------------
Class B Monthly Servicing Fee for the
preceding Monthly Period if First USA Bank is
no longer Servicer
----------------------
D. Pursuant to subsection 4.09(b)(iii):
------------------------------------
Amount constituting Excess Finance Charge
Collections distributed per Section 4.13
======================
3. A. CIA Finance Charge Allocations Principal Funding
Investment Proceeds N/A
Reserve Account Withdrawals N/A
----------------------
Total CIA Available Funds
B. Pursuant to subsection 4.09(c)(i):
----------------------------------
CIA Monthly Servicing Fee for the preceding
Monthly Period if First USA Bank is no longer
Servicer
----------------------
C. Pursuant to subsections 4.09(c)(ii):
------------------------------------
Amount constituting Excess Finance Charge
Collections to be distributed per Section 4.13
======================
MONTHLY PAYMENT INSTRUCTIONS SERIES 1997-2
Page E-4
4. A. Pursuant to subsections 4.09(a)(iv),
------------------------------------
4.09(b)(iii) and 4.09(c)(ii):
-----------------------------
Amount constituting Excess Finance Charge
Collections to be distributed per Section 4.13
Total Excess Finance Charge Collections
======================
II. APPLICATION OF EXCESS FINANCE CHARGE COLLECTIONS
------------------------------------------------
Pursuant to Section 4.13, the Servicer hereby
instructs the Trustee to apply Excess Finance Charge
Collections, determined pursuant to the provisions of
Section 4.09, in the following priority:
A. Pursuant to subsection 4.13(a):
-------------------------------
The Class A Required Amount applied in
accordance with subsection 4.09(a)
B. Pursuant to subsection 4.13(b):
-------------------------------
Amount of Class A Investor Charge-Offs
not previously reimbursed
C. Pursuant to subsection 4.13(c):
-------------------------------
Amount equal to unpaid Class B Monthly Interest
Due on the Class B Outstanding Principal Balance
D. Pursuant to subsection 4.13(d):
-------------------------------
Class B Investor Default Amount for the
preceding Monthly Period
E. Pursuant to subsection 4.13(e):
-------------------------------
Reimbursement of Class B Invested Amount which
has been reduced for reasons other than
principal payments
MONTHLY PAYMENT INSTRUCTIONS SERIES 1997-2
Page E-5
F. Pursuant to subsection 4.13(f):
-------------------------------
1. CIA Monthly Interest for the preceding
Interest Period on the Invested
Amount (Actual/360)
2. Overdue Interest
3. CIA Default Interest
----------------------
G. Pursuant to subsection 4.13(g):
-------------------------------
Unpaid Investor Monthly Servicing Fee for the
preceding Monthly Period to be paid to First
USA Bank
H. Pursuant to subsection 4.13(h):
-------------------------------
CIA Investor Default Amount for the preceding
Monthly Period
I. Pursuant to subsection 4.13(i):
-------------------------------
Reimbursement of CIA Invested Amount which has
been reduced for reasons other than principal
payments
J. Pursuant to subsection 4.13(j):
-------------------------------
The excess, if any, of the Required Reserve
Account Amount over Available Reserve Account
Amount to be funded to the Reserve Account
K. Pursuant to subsection 4.13(k):
-------------------------------
Remaining amount to be applied pursuant to
the Spread Account Agreement
--------------
Total (Excess F/C Collections from 4(A)
above)
==============
MONTHLY PAYMENT INSTRUCTIONS SERIES 1997-2
Page E-6
III. APPLICATION OF PRINCIPAL COLLECTIONS
------------------------------------
Pursuant to Sections 4.05, 4.07, 4.09, 4.14 and 4.16,
the Servicer hereby instructs the Trustee to apply
Principal Collections available on the Transfer Date,
determined pursuant to the provisions of the above
sections, in the following priority:
A. Principal Collections
---------------------
1. Class A Principal Collections
Class A Investor Default Amount (during
Accumulation Period) Class A Investor
Charge-Offs (during Accumulation Period) ---------------------
Total Class A Monthly Principal
2. Class B Principal Collections
Class B Investor Default Amount (during
Accumulation Period) Class B Investor
Charge-Offs (during Accumulation Period) ---------------------
Total Class B Monthly Principal
3. CIA Principal Collections
CIA Investor Default Amt (during
Accumulation Period) CIA Investor
Charge-Offs (during Accumulation Period) ---------------------
Total CIA Monthly Principal
4. Excess Principal Collections (other series) ---------------------
Total Principal Collections =====================
B. Allocation of Principal Collections
-----------------------------------
1. Amount of CIA Principal Reallocated to F/C
Account
2. Amount of Class B Principal Reallocated to
F/C Account
3. Amount of Investor Principal Collections to
other Series
4. Payment of principal to Class A
Certificateholders
5. Payment of principal to Class B
Certificateholders
6. Payment of principal to CIA
Certificateholders
7. Payment of principal to Principal Funding
Account
8. Amount returned to Bank ---------------------
Total Principal Allocations =====================
MONTHLY PAYMENT INSTRUCTIONS SERIES 1997-2
PAGE E-7
IV. TRUSTEE DISBURSEMENT SUMMARY
----------------------------
(1) Investor Monthly Servicing Fee paid to First USA
Bank
(2) Total Default Amounts paid to First USA Bank
(3) Excess Spread paid to Spread Account, then to First
USA Bank
(a) Interest on Spread Account Balance
(4) Monthly Principal Collections to First USA Bank
----------------------
Total to First USA Bank
(5) Deposit to Spread Account (Excess Spread if not
funded by Spread Replacement Amount from Spread
Replacement Providers)
(6) Deposit to Reserve Account
(7) Interest payment to Class A Certificateholders (DTC)
(8) Interest payment to Class B Certificateholders (DTC)
(9) Interest payment to CIA Certificateholders
(10) Certificate Principal to Principal Funding Account
(11) Principal to Certificateholders (DTC)
(12) Investor Principal Collections to other Series
(13) Monthly Principal Payment to CIA Certificateholders
(14) Excess Spread paid to and retained in Spread Account
----------------------
Total Disbursements
======================
Total Class A, B and C
funds to be allocated
======================
---------------
Amount to satisfy Cap Amount (funded by Spread
Replacement Providers)
EXHIBIT F
[LETTERHEAD OF FIRST USA APPEARS HERE]
MONTHLY CERTIFICATEHOLDERS' STATEMENT
FIRST USA BANK
---------------------------------------
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1997-2
---------------------------------------
Monthly Period:
Distribution Date:
Transfer Date:
Under Section 5.02 of the Pooling and Servicing Agreement dated as of
September 1, 1992 (the "Pooling and Servicing Agreement") by and between First
USA Bank (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
the Distribution Date noted above and with respect to the performance of the
Trust during the month noted above is set forth below. Certain information is
presented on the basis of an original principal amount of $1,000 per Series
1997-2 Certificate (a "Certificate"). Certain other information is presented
based on the aggregate amount for the Trust as a whole. Capitalized terms used
in this Monthly Certificateholders' Statement have their respective meanings set
forth in the Pooling and Servicing Agreement.
1. Information Regarding the Current Monthly Distribution.
-------------------------------------------------------
A. The total amount of the distribution to
Certificateholders on the Distribution Date per
$1,000 original certificate principal amount
Class A
Class B
CIA Inv. Amt.
MONTHLY CERTIFICATEHOLDERS' STATEMENT SERIES 1997-2
PAGE F-2
B. The amount of the distribution in respect of
interest on the Certificates, per $1,000
original certificate principal amount
Class A
Class B
CIA Inv. Amt.
C. The amount of the distribution in respect of
principal on the Certificates, per $1,000
original certificate principal amount
Class A
Class B
CIA Inv. Amt.
2. Information Regarding the Performance of the Trust.
---------------------------------------------------
A. Allocation of Principal Receivables.
------------------------------------
The aggregate amount of Allocations of Principal
Receivables processed during the Monthly Period
which were allocated in respect of the
Certificates
Class A
Class B
CIA Inv. Amt.
----------------------
Total
======================
B. Allocation of Finance Charge Receivables.
-----------------------------------------
(a) The aggregate amount of Allocations of
Finance Charge Receivables processed during
the Monthly Period which were allocated in
respect of the Certificates
Class A
Class B
CIA Inv. Amt.
----------------------
MONTHLY CERTIFICATEHOLDERS' STATEMENT SERIES 1997-2
PAGE F-3
Total
======================
(b) Principal Funding Investment Proceeds
(to Class A) N/A
(c) Withdrawals from Reserve Account
(to Class A) N/A
----------------------
Class A Available Funds
======================
(d) Principal Funding Investment Proceeds
(to Class B) N/A
----------------------
(e) Withdrawals from Reserve Account
(to Class B) N/A
----------------------
Class B Available Funds
======================
(f) Principal Funding Investment Proceeds
(to CIA Certificates) N/A
----------------------
(g) Withdrawals from Reserve Account
(to CIA Certificates) N/A
----------------------
CIA Available Funds
======================
(h) Total Principal Funding Investment Proceeds
(i) Earnings on Reserve Account deposits
C. Principal Receivables/Investor Percentages
------------------------------------------
(a) The aggregate amount of Principal
Receivables in the Trust as of the last day
of the Monthly Period
(b) Invested Amount as of the last day of
the preceding month (Adjusted Class A
Invested Amount during Accumulation
Period)
Class A
Class B
CIA Inv. Amt.
----------------------
Total
(c) The Floating Allocation Percentage:
The Invested Amount set forth in paragraph
2.C.(b) above as a percentage of the
aggregate amount of Principal Receivables
set forth in paragraph 2.C.(a) above
Class A
Class B
CIA Inv. Amt.
----------------------
Total
(d) During the Amortization Period: The
Invested Amount as of _______ (the
last day of the Revolving
MONTHLY CERTIFICATEHOLDERS' STATEMENT SERIES 1997-2
PAGE F-4
Period)
Class A N/A
Class B N/A
CIA Inv. Amt. N/A
----------------------
Total N/A
(e) The Fixed/Floating Allocation Percentage:
The Invested Amount set forth in paragraph
2.C.(d) above as a percentage of the
aggregate amount of Principal Receivables
set forth in paragraph 2.C.(a) above
Class A N/A
Class B N/A
CIA Inv. Amt. N/A
----------------------
Total N/A
D. Delinquent Balances.
--------------------
The aggregate amount of outstanding balances in
the Accounts which were delinquent as of the end
of the day on the last day of the Monthly Period
(a) 35 - 64 days
(b) 65 - 94 days
(c) 95 - 124 days
(d) 125 - 154 days
(e) 155 - 184 days
(f) 185 or more days
----------------------
Total
======================
MONTHLY CERTIFICATEHOLDERS' STATEMENT SERIES 1997-2
PAGE F-5
E. Monthly Investor Default Amount.
--------------------------------
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")
Class A
Class B
CIA Inv. Amt.
----------------------
Total
======================
F. Investor Charge-Offs & Reimbursements of Charge-Offs.
-----------------------------------------------------
(a) The aggregate amount of Class A Investor
Charge-Offs and the reductions in the Class
B Invested Amount and the CIA Invested
Amount
Class A
Class B
CIA Inv. Amt.
----------------------
Total
======================
(b) The aggregate amount of Class A Investor
Charge-Offs reimbursed and the
reimbursement of reductions in the Class B
Invested Amount and the CIA Invested Amount
Class A
Class B
CIA Inv. Amt.
----------------------
Total
======================
MONTHLY CERTIFICATEHOLDERS' STATEMENT SERIES 1997-2
PAGE F-6
G. Investor Servicing Fee.
-----------------------
The amount of the Investor Monthly Servicing Fee
payable by the Trust to the Servicer for the
Monthly Period
Class A
Class B
CIA Inv. Amt.
----------------------
Total
======================
H. Reallocated Principal Collections.
----------------------------------
The amount of Reallocated CIA and Class B
Principal Collections applied in respect of
Interest Shortfalls, Investor Default Amounts
or Investor Charge-Offs for the prior month.
Class B
CIA Inv. Amt.
----------------------
Total
======================
I. CIA Invested Amount.
--------------------
The amount of the CIA Invested Amount as of the
close of business on the related Distribution
Date after giving effect to withdrawals,
deposits and payments to be made in respect of
the preceding month
J. The Pool Factor.
----------------
The Pool Factor (which represents the ratio of
the amount of the Investor Interest on the last
day of the Monthly Period to the amount of the
Investor Interest as of the Closing Date). The
amount of a Certificateholder's pro rata share
of the Investor Participation Amount can be
determined by multiplying the original
denomination of the holder's Certificate by the
Pool Factor
Class A
Class B
MONTHLY CERTIFICATEHOLDERS' STATEMENT SERIES 1997-2
PAGE F-7
K. The Portfolio Yield.
--------------------
The Portfolio Yield for the related Monthly Period
L. The Base Rate.
--------------
The Base Rate for the related Monthly Period
3. Information Regarding the Principal Funding Account.
----------------------------------------------------
A. Accumulation Period.
--------------------
(a) Accumulation Period Commencement Date
(b) Accumulation Period length (months)
(c) Accumulation Period Factor
(d) Required Accumulation Factor Number
(e) Controlled Accumulation Amount
(f) Minimum Payment Rate (last 12 months)
B. Principal Funding Account.
--------------------------
Beginning Balance
Plus: Principal Collections for Related
Monthly Period from Principal Account
Plus: Interest on Principal Funding Account
Balance for Related Monthly Period N/A
Less: Withdrawals to Finance Charge Account N/A
Less: Withdrawals to Distribution Account
----------------------
Ending Balance
C. Accumulation Shortfall.
-----------------------
The Controlled Deposit Amount for the previous
Monthly Period N/A
MONTHLY CERTIFICATEHOLDERS' STATEMENT SERIES 1997-2
PAGE F-8
Less: The amount deposited into the Principal
Funding Account for the Previous Monthly
Period N/A
----------------------
Accumulation Shortfall N/A
======================
Aggregate Accumulation Shortfalls N/A
======================
D. Principal Funding Investment Shortfall.
---------------------------------------
Covered Amount N/A
Less: Principal Funding Investment Proceeds N/A
----------------------
Principal Funding Investment Shortfall N/A
4. Information Regarding the Reserve Account.
------------------------------------------
A. Required Reserve Account Analysis
(a) Required Reserve Account Amount
percentage (0.5% of Class A Invested
Amount or other amount designated by
Transferor)
(b) Required Reserve Account Amount ($)
(c) Required Reserve Account Balance after
effect of any transfers on the Related
Transfer Date
(d) Reserve Draw Amount transferred to the
Finance Charge Account on the Related
Transfer Date
B. Reserve Account Investment Proceeds.
------------------------------------
Reserve Account Investment Proceeds transferred
to the Finance Charge Account on the Related
Transfer Date N/A
MONTHLY CERTIFICATEHOLDERS' STATEMENT SERIES 1997-2
PAGE F-9
C. Withdrawals from the Reserve Account.
-------------------------------------
Total Withdrawals from the Reserve Account
transferred to the Finance Charge Account on
the Related Transfer Date (4.A.(d) plus 4.B.
above) N/A
D. The Portfolio Adjusted Yield.
-----------------------------
The Portfolio Adjusted Yield for the related
Monthly Period
EXHIBIT G
[DATE]
First USA Bank
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
The Bank of New York (Delaware)
Xxxxx Xxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Re: CIA Certificates, Series 1997-2
-----------------------------------------
Ladies and Gentlemen:
In connection with our proposed purchase of $______ in principal amount of
First USA Credit Card Master Trust, CIA Certificates, Series 1997-2 (the "CIA
Certificates"), we confirm that:
1. We have received a copy of the Private Placement Memorandum dated
April 30, 1997 relating to the CIA Certificates (the "Private Placement
Memorandum") and such other information and documentation as we deem necessary
in order to make our investment decision. We understand that the Private
Placement Memorandum and any such other information and documentation speaks
only as of its date and that the information contained in the Private Placement
Memorandum and such other information and documentation may not be correct or
complete as of any time subsequent to such date.
2. We agree to be bound by the restrictions and conditions set forth in
the Pooling and Servicing Agreement, dated as of September 1, 1992, as
supplemented by the Series 1997-2 Supplement dated as of May 8, 1997 (the
"Series 1997-2 Supplement" and together with the Pooling and Servicing
Agreement, the "Pooling and Servicing Agreement"), each by and between First USA
Bank, as transferor and servicer, and The Bank of New York (Dela-
ware) relating to the CIA Certificates and agree to be bound by, and not
reoffer, resell, pledge or otherwise transfer (any such act, a "Transfer") the
CIA Certificates except in compliance with, such restrictions and conditions
including but not limited to those in Section 11 of the Series 1997-2
Supplement.
3. We understand that the CIA Certificates have not been and will not be
registered under the Securities Act of 1933, as amended (the "Securities Act")
or any state securities law and agree that the CIA Certificates may be
reoffered, resold, pledged or otherwise transferred only in compliance with the
Securities Act and other applicable laws and only (i) to the Transferor, (ii) to
a limited number of institutional "accredited investors" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act) and in a transaction exempt
from the registration requirements of the Securities Act (upon delivery of the
documentation required by the Pooling and Servicing Agreement and, if the
Trustee so requires, an opinion of counsel satisfactory to the Trustee) or (iii)
pursuant to Rule 144A under the Securities Act to a person that we reasonably
believe is a qualified institutional buyer within the meaning of Rule 144A
("QIB") purchasing for its own account or a QIB purchasing for the account of a
QIB, whom we have informed, in each case, that the reoffer, resale, pledge or
other transfer is being made in reliance on Rule 144A.
4. We have neither acquired nor will we Transfer any CIA Certificate we
acquire (or any interest therein) or cause any CIA Certificate (or any interest
therein) to be marketed on or through an "established securities market" within
the meaning of Section 7704(b)(1) of the Internal Revenue Code of 1986, as
amended (the "Code") and any treasury regulation thereunder, including, without
limitation, an over-the-counter-market or an interdealer quotation system that
regularly disseminates firm buy or sell quotations.
5. We are not and will not become, for so long as we own any interest in
the CIA Certificates, a partnership, Subchapter S corporation or grantor trust
for United States federal income tax purposes. [If this representation cannot
be made, the Transferor, the Servicer or the Trustee may require additional
representations.]
G-2
6. We are a person who is either (A)(i) a citizen or resident of the
United States, (ii) a corporation or other entity organized in or under the laws
of the United States or any political subdivision thereof or (iii) a person not
described in (i) or (ii) whose ownership of the CIA Certificates is effectively
connected with a such person's conduct of a trade or business within the United
States (within the meaning of the Code) and our ownership of any interest in a
CIA Certificate will not result in any withholding obligation with respect to
any payments with respect to the CIA Certificates by any person or (B) an
estate or trust the income of which is includible in gross income for United
States federal income tax purposes. We agree that (a) if we are a person
described in clause (A)(i) or (A)(ii) above, we will furnish to the person from
whom we are acquiring a CIA Certificate, the Servicer and the Trustee, a
properly executed U.S. Internal Revenue Service Form W-9 and a new Form W-9, or
any successor applicable form, upon the expiration or obsolescence of any
previously delivered form or (b) if we are a person described in clause (A)(iii)
above, we will furnish to the person from whom we are acquiring a CIA
Certificate, the Servicer and the Trustee, a properly executed U.S. Internal
Revenue Service Form 4224 and a new Form 4224, or any successor applicable form,
upon the expiration or obsolescence of any previously delivered form (and, in
each case, such other certifications, representations or opinions of counsel as
may be requested by the Transferor, the Servicer or the Trustee). We recognize
that if we are a tax-exempt entity, payments with respect to the CIA
Certificates may constitute unrelated business taxable income.
7. We understand that no subsequent Transfer of a CIA Certificate is
permitted unless (i) such Transfer is of a CIA Certificate with a denomination
of at least $1,000,000 and (ii) the Transferor and the Servicer each consent in
writing to the proposed Transfer, which consent shall be granted (assuming that
all other conditions to such Transfer are satisfied) unless either the
Transferor or the Servicer determines in its sole and absolute discretion that
such Transfer would create a risk that the Trust would be classified for federal
or any applicable state tax purposes as an association or publicly traded
partnership taxable as a corporation; provided, that any attempted Transfer that
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would cause the number of Targeted Holders (as defined in the CIA Purchase
G-3
Agreement) to exceed ninety nine shall be void; and provided, further, that
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there shall not at any time be more than 10 holders of CIA Certificates of
Series 1997-2 or such other number as may be consented to by the Transferor,
which consent may be withheld in its sole and absolute discretion.
8. We understand that the opinion of tax counsel that the Trust is not a
publicly traded partnership taxable as a corporation is dependent in part on the
accuracy of the representations in paragraphs 4, 5, 6 and 7 and that, if such
representations are not accurate, in addition to our being subject to having our
purchase rescinded, we will be liable for damages.
9. We are (a) an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3), or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the CIA Certificates,
and we and any account for which we are acting are each able to bear the
economic risk of our or its investment or (b) a "qualified institutional buyer"
(as defined in Rule 144A under the Securities Act) purchasing for our own
account or for the account of a "qualified institutional buyer" and we
understand that the sale to us is being made in reliance on Rule 144A under the
Securities Act.
10. We are acquiring each of the CIA Certificates purchased by us for our
own account or for a single account (each of which is an institutional
"accredited investor") as to which we exercise sole investment discretion.
THE FOLLOWING REPRESENTATION MUST BE GIVEN BY ALL PURCHASERS WHO ARE NOT PLAN
PURCHASERS
11. We are 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, (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
G-4
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 clause (iv) or (v) any
insurance company general account, but excluding any entity registered under the
Investment Company Act of 1940, as amended).
THE FOLLOWING REPRESENTATION MUST BE GIVEN BY ALL PURCHASERS WHO ARE PLAN
PURCHASERS
11. We are either (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, (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 clause (iv) or (v) any insurance company general account, but
excluding any entity registered under the Investment Company Act of 1940, as
amended) (each Person described in clauses (i) through (v), a "Plan Purchaser")
and we acknowledge and understand that at no time shall the aggregate percentage
of the CIA Invested Amount Transferred to Plan Purchasers equal or exceed 25% of
the CIA Invested Amount.
12. We understand that any purported Transfer of any CIA Certificate in
contravention of the restrictions and conditions in paragraphs 1 through 11
above (including any violation of the representation in paragraph 5 by an
investor who continues to hold a CIA Certificate occurring any time after the
Transfer in which it acquired such CIA Certificate) shall be null and void and
the purported transferee shall not be recognized by the Trust or any other
person as a CIA Certificateholder for any purpose.
13. We further understand that, on any proposed resale, pledge or transfer
of any CIA Certificates, we will be required to furnish to the Trustee and the
Registrar,
G-5
such certification and other information as the Trustee or the Registrar may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions and with the restrictions and conditions of the CIA Certificates
and the Pooling and Servicing Agreement pursuant to which the CIA Certificates
were issued and we agree that if we determine to Transfer any CIA Certificate,
we will cause our proposed transferee to provide the Transferor, the Servicer
and the Trustee with a letter substantially in the form of this letter. We
further understand that CIA Certificates purchased by us will bear a legend to
the foregoing effect.
14. The person signing this letter on behalf of the ultimate beneficial
purchaser of the CIA Certificates has been duly authorized by such beneficial
purchaser of the CIA Certificates to do so.
15. The CIA Certificates purchased by us should be registered in the name
and issued in the denominations set forth on Schedule 1 hereto. All payments on
the CIA Certificates held by us should be wired to us in accordance with the
instructions set forth on Schedule 1 hereto unless we otherwise notify the
Transferor, the Servicer and the Trustee in writing.
You are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.
Very truly yours,
[NAME OF TRANSFEREE]
By:
------------------------
Name:
Title:
G-6
Schedule 1
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Registration and Payment Instructions
-------------------------------------
Registration Instructions:
-------------------------
Full Legal Name of Purchaser:__________________________
Name in Which Certificates Should be Registered:
__________________________
Number and Denomination of Certificates:_______________
_______________
Payment Instructions:
--------------------
Name of Bank: _____________________
Address of Bank: _____________________
Account Name: _____________________
Account Number: _____________________
ABA Number: _____________________
Reference: _____________________
Notice Information:
------------------
Address: _____________________
_____________________
_____________________
Attention: _____________________
Telephone: _____________________
Telefax: _____________________
[Please attach an original executed U.S. Internal Revenue Service Form W-9
and/or Form 4224, if applicable]
G-7
