Exhibit 4.13
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BANK ONE ISSUANCE TRUST
as Issuer
FORM OF CLASS A(200_-_) TERMS DOCUMENT
dated as of [ ], 200_
to
ONESERIES INDENTURE SUPPLEMENT
dated as of [ ], 2002
to
INDENTURE
dated as of [ ], 2002
XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
as Indenture Trustee
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THIS CLASS A(200_-_) TERMS DOCUMENT (this "Terms
Document"), by and between BANK ONE ISSUANCE TRUST, a statutory business
trust organized under the laws of the State of Delaware (the "Issuer"),
having its principal office at c/o Wilmington Trust Company, 0000 Xxxxx
Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000-0000, and XXXXX FARGO BANK
MINNESOTA, NATIONAL ASSOCIATION, a national banking association ( the
"Indenture Trustee"), is made and entered into as of [ ], 200_.
Pursuant to this Terms Document, the Issuer and the Trust
shall create a new Tranche of ONEseries Class A Notes and shall specify the
principal terms thereof.
ARTICLE I
Definitions and Other Provisions of General Application
Section 1.1. Definitions. For all purposes of this Terms Document,
except as otherwise expressly provided or unless the context otherwise
requires:
(1) the terms defined in this Article have the
meanings assigned to them in this Article, and
include the plural as well as the singular;
(2) all other terms used herein which are defined in
the Indenture Supplement, the Indenture or the
Asset Pool One Supplement, either directly or by
reference therein, have the meanings assigned to
them therein;
(3) all accounting terms not otherwise defined
herein have the meanings assigned to them in
accordance with generally accepted accounting
principles and, except as otherwise herein
expressly provided, the term "generally accepted
accounting principles" with respect to any
computation required or permitted hereunder
means such accounting principles as are
generally accepted in the United States of
America at the date of such computation;
(4) all references in this Terms Document to
designated "Articles," "Sections" and other
subdivisions are to the designated Articles,
Sections and other subdivisions of this Terms
Document as originally executed;
(5) the words "herein," "hereof" and "hereunder" and
other words of similar import refer to this
Terms Document as a whole and not to any
particular Article, Section or other
subdivision;
(6) in the event that any term or provision
contained herein shall conflict with or be
inconsistent with any term or provision
contained in the Indenture Supplement, the
Indenture or the Asset Pool Supplement, the
terms and provisions of this Terms Document
shall be controlling;
(7) each capitalized term defined herein shall
relate only to the Class A(200_-_) Notes and no
other Tranche of ONEseries Notes issued by the
Issuer; and
(8) "including" and words of similar import will be
deemed to be followed by "without limitation."
"Base Rate" has the meaning specified in the Indenture
Supplement.
"BDL" means Banque de Luxembourg.
"Calculation Agent" is defined in Section 2.4(a).
"Class A(200_-_) Adverse Event" means the occurrence of
any of the following: (a) an Early Amortization Event with respect to the
Class A(200_-_) Notes, (b) an Event of Default and acceleration of the
Class A(200_-_) Notes or (c) the Class A Usage of the Class B Required
Subordinated Amount for such Tranche of Class A Notes becomes greater than
zero.
"Class A(200_-_) Note" means any Note, substantially in
the form set forth in Exhibit A-1 to the Indenture Supplement, designated
therein as a Class A(200_-_) Note and duly executed and authenticated in
accordance with the Indenture.
"Class A(200_-_) Noteholder" means a Person in whose name
a Class A(200_-_) Note is registered in the Note Register.
"Class A(200_-_) Termination Date" means the earliest to
occur of (a) the Principal Payment Date on which the Outstanding Dollar
Principal Amount of the Class A(200_-_) Notes is paid in full, (b) the
Legal Maturity Date and (c) the date on which the Indenture is discharged
and satisfied pursuant to Article V thereof.
"Class A Required Subordinated Amount of Class B Notes"
is defined in Section 2.2(a).
"Class A Required Subordinated Amount of Class C Notes"
is defined in Section 2.2(b).
"Controlled Accumulation Amount" means $[ ]; provided,
however, if the Accumulation Period Length is determined to be less than
twelve (12) months pursuant to Section 3.12(b)(ii) of the Indenture
Supplement, the Controlled Accumulation Amount for any Note Transfer Date
with respect to the Class A(200_-_) Notes will be the amount specified in
the definition of "Controlled Accumulation Amount" in the Indenture
Supplement.
"Excess Spread Percentage" has the meaning specified in
the Indenture Supplement.
"Indenture Supplement" means the ONEseries Indenture
Supplement, dated as of [ ], 2002, between the Issuer and the Indenture
Trustee, as amended, supplemented or restated from time to time.
"Initial Dollar Principal Amount" means $[ ].
"Interest Payment Date" means the [ ] day of each month
commencing [ ], or if such [ ] day is not a Business Day, the next
succeeding Business Day.
"Interest Period" means, with respect to any Interest
Payment Date, the period from and including the previous Interest Payment
Date (or in the case of the initial Interest Payment Date, from and
including the Issuance Date) through the day preceding such Interest
Payment Date.
"Issuance Date" means [ ],[ ].
"Legal Maturity Date" means [ ],[ ].
["LIBOR" means, for any Interest Period, the London
interbank offered rate for [one-month][three-month] United States dollar
deposits determined by the Trustee on the LIBOR Determination Date for each
Interest Period in accordance with the provisions of Section 2.4.]
["LIBOR Determination Date" means (1) [ ], 2002 for the
period from and including the Issuance Date through but excluding [ ], 2002
and (2) for each Interest Period thereafter, the second London Business Day
prior to the commencement of the second and each subsequent Interest
Period.]
["London Business Day" means any Business Day on which
dealings in deposits in United States Dollars are transacted in the London
interbank market.]
"Note Interest Rate" means a rate per annum equal to [ ]%
[in excess of LIBOR as determined by the Calculation Agent on the related
LIBOR Determination Date with respect to each Interest Period].
"Paying Agent" means [ ].
"Portfolio Yield" has the meaning specified in the
Indenture Supplement.
"Predecessor Note" means, with respect to any particular
Note, every previous Note evidencing all or a portion of the same debt as
that evidenced by such particular Note; and, for the purpose of this
definition, any Note authenticated and delivered under Section 3.06 of the
Indenture in lieu of a mutilated, lost, destroyed or stolen Note shall be
deemed to evidence the same debt as the mutilated, lost, destroyed or
stolen Note.
"Record Date" means, for any Note Transfer Date with
respect to the Class A(200_-_) Notes, the last Business Day of the
preceding Monthly Period.
"Reference Banks" means four major banks in the London
interbank market selected by the Beneficiary.
"Scheduled Principal Payment Date" means [ ].
"Stated Principal Amount" means $[ ].
"Telerate Page 3750" means the display page currently so
designated on the Bridge Telerate Market Report (or such other page as may
replace that page on that service for the purpose of displaying comparable
rates or prices).
"Tranche" has the meaning specified in the Indenture.
Section 1.2. Governing Law. THIS TERMS DOCUMENT WILL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
Section 1.3. Counterparts. This Terms Document may be executed in
any number of counterparts, each of which so executed will be deemed to be
an original, but all such counterparts will together constitute but one and
the same instrument.
Section 1.4. Ratification of Indenture and Indenture Supplement.
As supplemented by this Terms Document, each of the Indenture and the
Indenture Supplement is in all respects ratified and confirmed and the
Indenture as so supplemented by the Indenture Supplement as so supplemented
and this Terms Document shall be read, taken and construed as one and the
same instrument.
[END OF ARTICLE I]
ARTICLE II
The Class A(200_-_) Notes
Section 2.1. Creation and Designation. There is hereby created a
Tranche of ONEseries Class A Notes to be issued pursuant to the Indenture
and the Indenture Supplement to be known as the "ONEseries Class A(200_-_)
Notes."
Section 2.2. Specification of Required Subordinated Amount and
Other Terms.
(a) For the Class A(200_-_) Notes for any date of
determination, the Class A Required Subordinated Amount of Class B Notes
will be an amount equal to [ ]% of (i) prior to the occurrence
of a Class A(200_-_) Adverse Event, the Adjusted Outstanding Dollar
Principal Amount of the Class A(200_-_) Notes on such date of determination
or (ii) on and after the date on which a Class A(200_-_) Adverse Event
shall have occurred, the greater of (1) the Adjusted Outstanding Dollar
Principal Amount of the Class A(200_-_) Notes on such date of determination
and (2) the Adjusted Outstanding Dollar Principal Amount of the Class
A(200_-_) Notes as of the close of business on the day immediately
preceding the date on which such Class A(200_-_) Adverse Event shall have
occurred.
(b) For the Class A(200_-_) Notes for any date of
determination, the Class A Required Subordinated Amount of Class C Notes
will be an amount equal to [ ]% of (i) prior to the occurrence
of a Class A(200_-_) Adverse Event, the Adjusted Outstanding Dollar
Principal Amount of the Class A(200_-_) Notes on such date or (ii) on and
after the date on which a Class A(200_-_) Adverse Event shall have
occurred, the greater of (1) the Adjusted Outstanding Dollar Principal
Amount of the Class A(200_-_) Notes on such date of determination and (2)
Adjusted Outstanding Dollar Principal Amount of the Class A(200_-_) Notes
as of the close of business on the day immediately preceding the date on
which such Class A(200_-_) Adverse Event shall have occurred.
(c) The Issuer may change the percentages set forth in
either clause (a) or (b) above without the consent of any Noteholder so
long as the Issuer has (i) received written confirmation from each Note
Rating Agency that has rated any Outstanding Class A(200_-_) Notes of the
ONEseries that the change in either of such percentages will not result in
a Ratings Effect with respect to any Outstanding Class A(200_-_) Notes and
(ii) delivered to the Indenture Trustee and the Note Rating Agencies an
Issuer Tax Opinion.
Section 2.3. Interest Payment.
(a) For each Interest Payment Date, the amount of
interest due with respect to the Class A(200_-_) Notes shall be an amount
equal to [one-twelfth of] the product of (i) [the Note Interest Rate][(A) a
fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (B) the
Note Interest Rate in effect with respect to the related Interest Period],
times (ii) the Outstanding Dollar Principal Amount of the Class A(200_-_)
Notes determined as of the close of business on the Interest Payment Date
preceding the related Note Transfer Date for the Class A(200_-_) Notes;
[provided, however, that for the first Interest Payment Date the amount of
interest due is $[ ]]. Interest on the Class A(200_-_) Notes will be
calculated on the basis of a 360-day year and [twelve 30-day months][the
actual number of days in the related Interest Period].
(b) Pursuant to Section 3.03 of the Indenture Supplement,
on each Note Transfer Date with respect to the Class A(200_-_) Notes, the
Indenture Trustee shall deposit into the Class A(200_-_) Interest Funding
Sub-Account the portion of ONEseries Available Finance Charge Collections
allocable to the Class A(200_-_) Notes.
Section 2.4. [Calculation Agent; Determination of LIBOR.
(a) The Issuer hereby agrees that for so long as any
Class A(200_-_) Notes are Outstanding, there shall at all times be an agent
appointed to calculate LIBOR for each Interest Period (the "Calculation
Agent"). The Issuer hereby initially appoints the Indenture Trustee as the
Calculation Agent for purposes of determining LIBOR for each Interest
Period. The Calculation Agent may be removed by the Issuer at any time. If
the Calculation Agent is unable or unwilling to act as such or is removed
by the Issuer, or if the Calculation Agent fails to determine LIBOR for an
Interest Period, the Issuer shall promptly appoint a replacement
Calculation Agent that does not control or is not controlled by or under
common control with the Issuer or its Affiliates. The Calculation Agent may
not resign its duties, and the Issuer may not remove the Calculation Agent,
without a successor having been duly appointed.
(b) On each LIBOR Determination Date, the Calculation
Agent shall determine LIBOR on the basis of the rate for deposits in United
States dollars for a [one-month][three-month] 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 [one-month][three-month] period. The
Calculation Agent shall request the principal London office of each of the
Reference Banks to provide a quotation of its rate. If at least two such
quotations are provided, the rate for that LIBOR Determination Date shall
be the arithmetic mean of the quotations. If fewer than two quotations are
provided as requested, the rate for that LIBOR Determination Date will be
the arithmetic mean of the rates quoted by major banks in New York City,
selected by the Beneficiary, at approximately 11:00 a.m., New York City
time, on that day for loans in United States dollars to leading European
banks for a [one- month][three-month] period.
(c) The Note Interest Rate applicable to the then current
and the immediately preceding Interest Periods may be obtained by
telephoning the Indenture Trustee at its corporate trust office at (612)
000-0000 or such other telephone number as shall be designated by the
Indenture Trustee for such purpose by prior written notice by the Indenture
Trustee to each Noteholder from time to time.
(d) On each LIBOR Determination Date, the Calculation
Agent shall send to the Indenture Trustee and the Beneficiary, by facsimile
transmission, notification of LIBOR for the following Interest Period.]
Section 2.5. Payments of Interest and Principal.
(a) Any installment of interest or principal, if any,
payable on any Class A(200_-_) Note which is punctually paid or duly
provided for by the Issuer and the Indenture Trustee on the applicable
Interest Payment Date or Principal Payment Date shall be paid by the Paying
Agent to the Person in whose name such Class A(200_-_) Note (or one or more
Predecessor Notes) is registered on the Record Date, by wire transfer of
immediately available funds to such Person's account as has been designated
by written instructions received by the Paying Agent from such Person not
later than the close of business on the third Business Day preceding the
date of payment or, if no such account has been so designated, by check
mailed first-class, postage prepaid to such Person's address as it appears
on the Note Register on such Record Date, except that with respect to Notes
registered on the Record Date in the name of the nominee of Cede & Co.,
payment shall be made by wire transfer in immediately available funds to
the account designated by such nominee.
(b) The right of the Class A(200_-_) Noteholders to
receive payments from the Issuer will terminate on the first Business Day
following the Class A(200_-_) Termination Date.
Section 2.6. Form of Delivery of Class A(200_-_) Notes;
Depository; Denominations.
(a) The Class A(200_-_) Notes shall be delivered in the
form of a global Registered Note as provided in Sections 2.02 and 3.01(i)
of the Indenture, respectively.
(b) The Depository for the Class A(200_-_) Notes shall be
The Depository Trust Company, and the Class A(200_-_) Notes shall initially
be registered in the name of Cede & Co., its nominee.
(c) The Class A(200_-_) Notes will be issued in minimum
denominations of $1,000 and integral multiples of that amount.
Section 2.7. Delivery and Payment for the Class A(200_-_) Notes.
The Issuer shall execute and deliver the Class A(200_-_) Notes to the
Indenture Trustee for authentication, and the Indenture Trustee shall
deliver the Class A(200_-_) Notes when authenticated, each in accordance
with Section 3.03 of the Indenture.
Section 2.8. Appointment of co-Paying Agent and co-Transfer Agent.
BDL is appointed as co-paying agent and as co-transfer agent in Luxembourg
with respect to the Class A(200_-_) Notes for so long as the Class
A(200_-_) Notes are listed on the Luxembourg Stock Exchange. Any reference
in this Terms Document, the ONEseries Indenture Supplement, the Asset Pool
One Supplement and the Indenture to the Paying Agent or the Transfer Agent
shall be deemed to include BDL as co-paying agent or co- transfer agent, as
the case may be, unless the context requires otherwise.
[END OF ARTICLE II]
IN WITNESS WHEREOF, the parties hereto have caused this
Terms Document to be duly executed, and their respective corporate seals to
be hereunto affixed and attested, all as of the day and year first above
written.
BANK ONE ISSUANCE TRUST, by FIRST
USA BANK, NATIONAL ASSOCIATION, as
Beneficiary and not in its
individual capacity
By: __________________________________
Name:
Title:
Attest:
XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, as Indenture Trustee
and not in its individual capacity
By: __________________________________
Name:
Title:
Attest:
TABLE OF CONTENTS
Page
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ARTICLE I
Definitions and Other Provisions of General Application
Section 1.1. Definitions.........................................................................1
Section 1.2. Governing Law.......................................................................4
Section 1.3. Counterparts........................................................................5
Section 1.4. Ratification of Indenture and Indenture Supplement..................................5
ARTICLE II
The Class A(200_-_) Notes
Section 2.1. Creation and Designation............................................................6
Section 2.2. Specification of Required Subordinated Amount and Other Terms.......................6
Section 2.3. Interest Payment....................................................................7
Section 2.4. [Calculation Agent; Determination of LIBOR..........................................7
Section 2.5. Payments of Interest and Principal..................................................8
Section 2.6. Form of Delivery of Class A(200_-_) Notes; Depository;
Denominations.......................................................................9
Section 2.7. Delivery and Payment for the Class A(200_-_) Notes..................................9
Section 2.8. Appointment of co-Paying Agent and co-Transfer Agent................................9
