1
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FIRST USA BANK, N.A.
Transferor and Servicer
and
THE BANK OF NEW YORK (DELAWARE)
on behalf of the Certificateholders
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SERIES 1998-5 SUPPLEMENT
Dated as of August 27, 1998
to
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1992, as amended
--------------------------
$708,735,000
FIRST USA CREDIT CARD MASTER TRUST
Series 1998-5
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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 1998-5
Certificates.................................................................27
SECTION 5. Depositary; Form of Delivery of the Series
1998-5 Certificates..........................................................28
SECTION 6. Article IV of Agreement.......................................................28
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.............................................30
Section 4.06 Determination of Monthly Interest for
the Series 1998-5 Certificates........................................35
Section 4.07 Determination of Monthly Principal.....................................37
Section 4.08 Coverage of Required Amount for the
Investor Certificates.................................................39
Section 4.09 Monthly Payments.......................................................40
Section 4.10 Payment of Class A Certificate and
Class B Certificate Interest..........................................45
Section 4.11 [Reserved].............................................................46
Section 4.12 Investor Charge-Offs...................................................46
Section 4.13 Excess Finance Charge Collections for
the Series 1998-5 Certificates........................................48
Section 4.14 Reallocated Principal Collections for
the Series 1998-5 Certificates..............................50
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Page
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Section 4.15 Determination of LIBOR.................................................52
Section 4.16 Principal Funding Account..............................................53
Section 4.17 Reserve Account........................................................54
SECTION 7. Article V of the Agreement....................................................57
Article V
Distributions and Reports to Investor
Certificateholders................................................57
Section 5.01 Distributions..........................................................57
Section 5.02 Monthly Certificateholders' Statement..................................58
SECTION 8. Series 1998-5 Pay Out Events..................................................61
SECTION 9. Series 1998-5 Termination.....................................................63
SECTION 10. Periodic Finance Charges and Other Fees......................................63
SECTION 11. Transfer of Excess Collateral Amount.........................................63
SECTION 12. Compliance with Withholding Requirements.....................................66
SECTION 13. Tax Characterization of the Excess
Collateral.................................................................67
SECTION 14. ERISA Legend.................................................................67
SECTION 15. Amendment and Ratification of Agreement......................................68
SECTION 16. Counterparts.................................................................68
SECTION 17. GOVERNING LAW................................................................68
SECTION 18. Additional Representations and Warranties
of the Servicer............................................................68
SECTION 19. Appointment of co-Paying Agent, co-Transfer
Agent and co-Registrar.....................................................69
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EXHIBITS
EXHIBIT A Form of Class A Certificate
EXHIBIT B Form of Class B Certificate
EXHIBIT C DTC Letter of Representations
EXHIBIT D Form of Monthly Allocations and Payment Instructions
EXHIBIT E Form of Monthly Certificateholders' Statement
EXHIBIT F Form of Transferee Representation Letter
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SERIES 1998-5 SUPPLEMENT, dated as of August 27, 1998 (this "Series
------
Supplement") by and between FIRST USA BANK, N.A., a national banking
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association, 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, N.A. 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 Class A Certificates and the Class B Certificates (each as
defined below) and for the issuance of the Excess Collateral (as defined below).
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 Investor Certificates of Series 1998-5 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 1998-5 Certificates." The Series 1998-5
--------------------------
Certificates shall be issued in three Classes, two of which shall be designated
generally as the Class A Floating Rate Asset Backed Certificates, Series 1998-5
(the "Class A Certificates") and the Class B Floating Rate Asset Backed
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Certificates, Series 1998-5 (the "Class B Certificates"). In addition, there is
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hereby created a third Class of uncertificated interests in the Trust which
shall be designated generally as the Excess Collateral, Series 1998-5 (the
"Excess Collateral"), and which shall be treated as a Class of "Investor
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Certificates" for all purposes under the Agreement and this Series Supplement;
provided, however, that the provisions of subsection 6.09(b) of the Agreement
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with respect to the delivery of an Opinion of Counsel to the effect that a newly
issued Series of Investor Certificates will be
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treated as debt for Federal income tax purposes shall not apply to the Excess
Collateral and, except as expressly provided herein, the provisions of Article
VI and Article XII of the Agreement relating to the authentication, delivery,
presentation, cancellation and surrender of registered Certificates shall not
apply to the Excess Collateral.
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
1998-5 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 July
31, 2002 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 1998-5
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 1998-5) 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
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mean, with respect to any Monthly Period during the Accumulation Period, the
excess, if any, of the Controlled Deposit Amount for the previous
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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 1998-5 Certificates for the previous
Monthly Period.
"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 Excess Collateral Adjusted
Amount.
"Agreement" shall mean the Pooling and Servicing Agreement dated as of
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September 1, 1992 between First USA Bank, N.A., as Transferor and Servicer, and
the Trustee, as amended and as the same may be further amended or otherwise
modified from time to time.
"Amortization Period" shall mean, with respect to the Series 1998-5
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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 Excess Collateral
Holders of the Excess Collateral Amount, and (ii) the Scheduled Series 1998-5
Termination Date.
"Assignee" shall have the meaning specified in subsection 11(a) of this
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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
amount of Reallocated -----
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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
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Transfer Date, the lesser of (a) the 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 Excess Collateral Minimum 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 Excess Collateral 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.
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"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,
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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.
"Calculation Date" shall mean September 11, 1998 and the second
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Business Day (as defined for purposes of determining LIBOR) prior to the 15th
day of each calendar month thereafter.
"Class A Account Percentage" shall mean, with respect to any
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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
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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
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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.
"Class A Certificate Rate" shall mean a per annum rate of 0.10% in
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excess of LIBOR as determined (i) on August 25, 1998 for the period from and
including the Closing Date through and including September 17, 1998 and (ii) on
the related LIBOR Determination Date with respect to each Interest Period
thereafter.
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"Class A Certificateholder" shall mean the Person in whose name a Class
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A Certificate is registered in the Certificate Register.
"Class A Certificateholders' Interest" shall mean the portion of the
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Series 1998-5 Certificateholders' Interest evidenced by the Class A
Certificates.
"Class A Certificates" shall mean any of the certificates executed by
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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
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subsection 4.06(a) of the Agreement.
"Class A Floating Allocation Percentage" shall mean, with respect to
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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
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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 in the definition of the Class A Floating Allocation Percentage
shall be the Average Principal Balance; provided further, that with respect to
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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 A 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.
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"Class A Initial Invested Amount" shall mean the aggregate initial
-------------------------------
principal amount of the Class A Certificates, which is $650,000,000.
"Class A Interest Shortfall" shall have the meaning specified in
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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
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
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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)
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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
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distributable in respect of the Class A 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
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Distribution Date, one-twelfth of the product of the Series Servicing Fee
Percentage and the
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Class A Adjusted Invested Amount on the last day of the preceding Monthly
Period; provided, however, that with respect to the initial Monthly Period the
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Class A Monthly Servicing Fee shall be $133,562.
"Class A Outstanding Principal Balance" shall mean, when used with
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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 Required Amount" shall have the meaning specified in Section
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4.08 of the Agreement.
"Class A Scheduled Payment Date" shall mean the August 2003
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Distribution Date.
"Class B Account Percentage" shall mean, with respect to any
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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 the excess, if any, of the Principal Funding Account Balance over
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the Class A Invested Amount on such date of determination.
"Class B Available Funds" shall mean, with respect to any Monthly
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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.
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"Class B Certificate Rate" shall mean a per annum rate of 0.28% in
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excess of LIBOR as determined (i) on August 25, 1998 for the period from and
including the Closing Date through and including September 17, 1998 and (ii) 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
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B Certificate is registered in the Certificate Register.
"Class B Certificateholders' Interest" shall mean the portion of the
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Series 1998-5 Certificateholders' Interest evidenced by the Class B
Certificates.
"Class B Certificates" shall mean any of the certificates executed by
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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
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subsection 4.06(b) of the Agreement.
"Class B Fixed/Floating Allocation Percentage" shall mean for any
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Monthly Period during the Amortization Period the percentage equivalent of a
fraction, the 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
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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
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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
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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
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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
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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
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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 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 $58,735,000.
"Class B Interest Shortfall" shall have the meaning specified in
--------------------------
subsection 4.06(b) of the Agreement.
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"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
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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 Excess Collateral Amount has not been reduced
pursuant to subsection 4.14(a) of the Agreement, minus (e) an amount equal to
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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)
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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
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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 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 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.
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"Class B Monthly Servicing Fee" shall mean, with respect to any
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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 $12,069.
"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 Principal Commencement Date" shall mean (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
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 August 2003
------------------------------
Distribution Date.
"Closing Date" shall mean August 27, 1998.
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"Code" shall mean the Internal Revenue Code of 1986, as amended.
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"Collateral Base Rate" shall mean, with respect to any Monthly Period,
--------------------
the sum of (a) the weighted average of the Class A Certificate Rate, the Class B
Certificate Rate and the Excess Collateral Minimum Rate (weighted based on the
Class A Invested Amount, the Class B Invested Amount and the Excess Collateral
Amount, respectively, as of the last day of such Monthly Period) plus (b) the
Series Servicing Fee Percentage per annum.
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"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, $65,260,834; provided, however, that if the Accumulation Period Length
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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
sum of (a) with respect to the Class A Certificates, the product of (i) a
fraction, the numerator of which is the actual number of days in such Interest
Period and the denominator of which is 360, (ii) the Class A Certificate Rate in
effect with respect to such Interest Period and (iii) the aggregate amount on
deposit in the Principal Funding Account with respect to Class A Monthly
Principal as of the last day of the Monthly Period preceding the Monthly Period
in which such Interest Period ends, (b) with respect to the Class B
Certificates, the product of (i) a fraction, the numerator of which is the
actual number of days in such Interest Period and the denominator of which is
360, (ii) the Class B Certificate Rate in effect with respect to such Interest
Period and (iii) the aggregate amount on deposit in the Principal Funding
Account with respect to Class B Monthly Principal as of the last day of the
Monthly Period preceding the Monthly Period in which such Interest Period ends,
and (c) with respect to the Excess Collateral, the product of (i) a fraction,
the numerator of which is the actual number of days in such Interest Period and
the denominator of which is 360, (ii) the Excess Collateral Minimum Rate in
effect with respect to such Interest Period and (iii) the aggregate amount on
deposit in the Principal Funding Account with respect to Excess Collateral
Monthly Principal as of the last day of the Monthly Period preceding the Monthly
Period in which such Interest Period ends.
13
18
"Daily Deposit Date" shall mean the Determination Date on which the
------------------
Excess Spread Percentage 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 and Class B Default Interest distributable
in respect of the Class A Certificates and Class B Certificates, respectively,
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 September 18, 1998 and the 18th day of
-----------------
each calendar month thereafter, or if such 18th 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 Excess Collateral, and with
respect to the Class B Certificates, the subordination of the Excess Collateral.
"Enhancement Provider" shall mean the Excess Collateral Holders.
--------------------
"ERISA" shall mean the Employee Retirement Income Security Act of 1974,
-----
as amended.
"Excess Collateral" shall mean an undivided interest in the Trust which
-----------------
shall consist of the right to receive from the Trust an amount equal to (i) to
the extent necessary to make the required payments to the Excess Collateral
Holders under this Series Supplement, the portion of Collections allocable
thereto under the Agreement and this Series Supplement, and funds on deposit in
the Collection Account allocable thereto pursuant to the Agreement and this
Series Supplement, and (ii) amounts available pursuant to subsection 4.13(k) of
the Agreement.
"Excess Collateral 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
14
19
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.
"Excess Collateral Adjusted Amount" shall mean, with respect to any
---------------------------------
date of determination, an amount not less than zero equal to the Excess
Collateral Amount minus the excess, if any, of the Principal Funding Account
Balance over the sum of the Class A Invested Amount and the Class B Invested
Amount on such date of determination.
"Excess Collateral Amount" shall mean, when used with respect to any
------------------------
date of determination, an amount equal to (a) the Excess Collateral Initial
Amount, minus (b) the aggregate amount of principal payments made to Excess
-----
Collateral Holders prior to such day, minus (c) the aggregate amount of Excess
-----
Collateral 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 Excess Collateral
Initial Amount), minus (e) an amount equal to the amount by which the Excess
-----
Collateral 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 Excess Collateral Amount may not be reduced below zero.
-------
"Excess Collateral Available Funds" shall mean, with respect to any
---------------------------------
Monthly Period, an amount equal to the sum of (a) the Excess Collateral 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 Excess Collateral
Amount, the product of (i) the Excess Collateral 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.
15
20
"Excess Collateral Charge-Offs" shall have the meaning specified in
-----------------------------
subsection 4.12(c) of the Agreement.
"Excess Collateral 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 Excess
Collateral Percentage applicable for the related Monthly Period.
"Excess Collateral 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 Excess Collateral 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.
"Excess Collateral Floating Allocation Percentage" shall mean, with
------------------------------------------------
respect to any Monthly Period, the percentage equivalent of a fraction, the
numerator of which is the Excess Collateral Adjusted Amount as of the last day
of the preceding Monthly Period and the denominator of which is the total amount
of Principal Receivables
16
21
in the Trust as of the last day of such preceding Monthly Period; provided,
--------
however, that, with respect to the first Monthly Period, the Excess Collateral
-------
Floating Allocation Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Excess Collateral Initial 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 Excess Collateral Floating Allocation Percentage shall be the
Average Principal Balance; provided further, 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 in the definition of the Excess Collateral 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.
"Excess Collateral Holders" shall mean the Person or Persons so
-------------------------
designated in the Transfer and Administration Agreement.
"Excess Collateral Initial Amount" shall mean the aggregate initial
--------------------------------
principal amount of the Excess Collateral Amount, which is $74,395,000.
"Excess Collateral Interest Shortfall" shall have the meaning specified
------------------------------------
in subsection 4.06(c) of the Agreement.
"Excess Collateral Minimum Monthly Interest" shall mean the monthly
------------------------------------------
interest distributable in respect of the Excess Collateral Amount as calculated
in accordance with subsection 4.06(c) of the Agreement.
"Excess Collateral Minimum Rate" shall mean a per annum rate of 0.75%
------------------------------
in excess of LIBOR as determined (i) on August 25, 1998 for the period from and
including the Closing Date through and including
17
22
September 17, 1998, and (ii) on the related LIBOR Determination Date with
respect to each Interest Period thereafter, or such lesser rate as may be
designated in the Transfer and Administration Agreement.
"Excess Collateral Monthly Principal" shall mean the monthly principal
-----------------------------------
distributable in respect of the Excess Collateral Amount as calculated in
accordance with subsection 4.07(c) of the Agreement.
"Excess Collateral Monthly Servicing Fee" shall mean, with respect to
---------------------------------------
any Distribution Date, one-twelfth of the product of the Series Servicing Fee
Percentage and the Excess Collateral Adjusted Amount on the last day of the
preceding Monthly Period; provided, however, that with respect to the initial
Monthly Period the Excess Collateral Monthly Servicing Fee shall be $15,287.
"Excess Collateral 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 Excess Collateral
Floating Allocation Percentage, and (b) with respect to Principal Receivables
during the Amortization Period, the Excess Collateral Fixed/Floating Allocation
Percentage.
"Excess Collateral Principal Commencement Date" shall mean (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, 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.
"Excess Collateral Scheduled Payment Date" shall mean the August 2003
----------------------------------------
Transfer Date.
18
23
"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 subsections 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.
"Excess Spread Percentage" shall mean, with respect to any Monthly
------------------------
Period, the amount, if any, by which (i) the Net Portfolio Yield exceeds (ii)
the Collateral Base Rate.
"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
19
24
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 Floating Allocation Percentage and the applicable Excess
Collateral Floating Allocation Percentage.
"Initial Invested Amount" shall mean the aggregate initial principal
-----------------------
amount of the Investor Certificates of Series 1998-5, which is $783,130,000.
"Initial Purchaser" shall have the meaning specified in subsection
-----------------
11(c) of this Series Supplement.
"Interest Period" shall mean, with respect to a Distribution Date and,
---------------
with respect to the Excess Collateral, the Transfer Date relating to such
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 22-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 Excess Collateral 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 Excess Collateral 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 Excess
20
25
Collateral Adjusted Amount with respect to any date of determination.
"Investor Certificateholder" shall mean the Holder of record of an
--------------------------
Investor Certificate of Series 1998-5.
"Investor Certificates" shall mean the Class A Certificates, the Class
---------------------
B Certificates and the Excess Collateral.
"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 Excess Collateral Default Amount for such
Distribution Date.
"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 $160,918.
"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) August 25, 1998 for the
------------------------
period from and including the Closing Date through and including September 17,
1998 and (ii) the second Business Day prior to the commencement of the second
and each subsequent Interest Period.
21
26
"Minimum Transferor Interest" shall mean, with respect to any period,
---------------------------
4% 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
Excess Collateral Minimum Monthly Interest distributable in respect of the
Series 1998-5 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 1998-5
Certificates shall begin on and include the Closing Date and shall end on and
include August 31, 1998.
"Monthly Principal" shall mean the monthly principal distributable in
-----------------
respect of the Series 1998-5 Certificates as calculated in accordance with
Section 4.07 of the Agreement.
"Net Portfolio Yield" shall mean for the Series 1998-5 Certificates,
-------------------
with respect to any Monthly Period, the annualized percentage equivalent of a
fraction, the numerator of which is an amount equal to the amount of Collections
of Finance Charge Receivables allocated to the Series 1998-5 Certificates for
such Monthly Period 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 sum of the Class A Adjusted Invested Amount, the
Class B Adjusted Invested Amount and the Excess Collateral Adjusted Amount as of
the last day of the preceding Monthly Period.
"Pay Out Commencement Date" shall mean the earliest to occur of (i) the
-------------------------
date on which a Trust Pay Out Event is deemed to occur pursuant to Section 9.01
of the Agreement, (ii) a Series 1998-5 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.
22
27
"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 1998-5 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, (b) the Principal Funding Investment
Proceeds deposited into the Finance Charge Account on the Transfer Date related
to such Monthly Period, (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 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.
"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 De-
23
28
posit Amount exceeds the sum of the Class A Monthly Principal, Class B Monthly
Principal and Excess Collateral 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 Excess
Collateral Principal Commencement Date, the amount if any, by which the Excess
Collateral Amount exceeds the Excess Collateral Monthly Principal for such
Distribution Date.
"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 1998-5 Termination Date.
"Rating Agency" shall mean each of Fitch IBCA, Inc., Xxxxx'x and
-------------
Standard & Poor's.
"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 Excess Collateral 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 Excess Collateral 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
24
29
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 Excess Collateral Holders 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 1998-5.
"Reserve Account" shall have the meaning specified in subsection
---------------
4.17(a) of the Agreement.
"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.
25
30
"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 the Excess Spread Percentage for the Monthly Period
preceding such Determination Date is equal to or exceeds 2.50% per annum.
"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 1998-5 Termination Date" shall mean the April 2006
----------------------------------------
Distribution Date.
"Series 1998-5" shall mean the Series of the First USA Credit Card
-------------
Master Trust represented by the Investor Certificates.
"Series 1998-5 Certificateholder" shall mean the holder of record of
-------------------------------
any Series 1998-5 Certificate.
"Series 1998-5 Certificateholders' Interest" shall have the meaning
------------------------------------------
specified in Section 4.04 of the Agreement.
"Series 1998-5 Certificates" shall have the meaning specified in
--------------------------
Section 1 of this Series Supplement.
"Series 1998-5 Pay Out Event" shall have the meaning specified in
---------------------------
Section 8 of this Series Supplement.
"Series 1998-5 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 1998-5 Termination Date.
"Series Servicing Fee Percentage" shall mean 1.50% for so long as First
-------------------------------
USA Bank, N.A. is the Servicer or 2.00% if First USA Bank, N.A. is no longer the
Servicer.
"Subordinate Principal Collections" shall have the meaning set forth in
---------------------------------
subsection 4.05(b)(ii) of the Agreement.
26
31
"Targeted Holder" shall mean each holder of a right to receive interest
---------------
or principal with respect to the Excess Collateral (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.
"Transfer and Administration Agreement" shall mean the agreement among
-------------------------------------
the Transferor and the Excess Collateral Holders, dated the Closing Date, as
amended, supplemented or otherwise modified from time to time.
"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 1998-5
-------------------------------
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
1998-5 Certificates through the Record Date preceding the Distribution Date on
which the repurchase occurs.
SECTION 4. Delivery and Payment for the Series 1998-5 Certificates. The
-------------------------------------------------------
Transferor shall execute and deliver the Class A Certificates and the Class B
Certificates to the Trustee for authentication in accordance with Section 6.01
of the Agreement. The Trustee shall deliver the Class A Certificates and the
Class B Certificates when
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authenticated in accordance with Section 6.02 of the Agreement.
SECTION 5. Depositary; Form of Delivery of the Series 1998-5
-------------------------------------------------
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.
b. The Depositary for Series 1998-5 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 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 1998- 5 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 1998-5 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 1998-5 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
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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 1998-5
Certificateholders.
(c) The Distribution Account. The Trustee, for the benefit of the
------------------------
Series 1998-5 Certificate holders, 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 1998-5 Certificateholders. The Trustee shall
possess all right, title and interest in all funds on deposit from
time to time in the Distribution Account and in all proceeds thereof.
The Distribution Account shall be under the sole dominion and control
of the Trustee for the benefit of the Series 1998-5
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 1998-5 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
29
34
(for such Series, the "Series 1998-5 Certificateholders' Interest"). The Excess
------------------------------------------
Collateral 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 the Series 1998-5 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:
(1) Allocate to the Series 1998-5 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
30
35
Calculation Date, Collections of Finance Charge Receivables allocated to
the Series 1998-5 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
$1,910,000 to be applied as Collections of Finance Charge Receivables
allocated to the Series 1998-5 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 1998-5
Certificateholders the Floating Allocation Percentage of Collections of
Finance 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.
(2) Allocate to the Series 1998-5 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 the
Minimum Transferor Interest (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
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36
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 Excess Collateral 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 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:
(1) Allocate to the Series 1998-5 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.
(2) Allocate to the Series 1998-5 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 Reallo-
32
37
cated 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 the Minimum Transferor Interest (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 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:
(1) Allocate to the Series 1998-5 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.
(2) Allocate to the Series 1998-5 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 1998-5
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
33
38
Processing is greater than the Minimum Transferor Interest (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),
------
during the Revolving Period, the Servicer shall, on each Transfer Date, allocate
to the Series 1998-5 Certificate holders 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) through (iii), 4.09(b)(i) and (ii), 4.09(c)(i) and
4.13(a) through (k) of the Agreement, 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, N.A., as Transferor or Servicer, pursuant to
this Agreement or the Transfer and Administration Agreement, 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, N.A., 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 1998-5, not to exceed (x)
during
34
39
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 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 1998-5. 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 1998-5
-------------------------------------------------------
Certificates. a. The amount of monthly interest (for the Series 1998-5
------------
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 product of (a) the Class A Certificate Rate for the period from
and including the Closing Date to and including September 17, 1998, (b) a
fraction the numerator of which is 22 and the denominator of which is 360 and
(c) the Class A Initial Invested Amount.
35
40
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 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 1998-5 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 product of (a) the Class B
Certificate Rate for the period from and including the Closing Date to and
including September 17, 1998, (b) a fraction the numerator of which is 22 and
the denominator of which is 360 and (c) 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 B Certificateholders in respect of interest
on such preced-
36
41
ing 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 minimum amount of monthly interest (for the Series 1998-5
Certificates, the "Excess Collateral Minimum Monthly Interest") distributable
------------------------------------------
with respect to the Excess Collateral on any Transfer Date shall be an amount
equal to the product of (i) the product of (x) the Excess Collateral Minimum
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
Excess Collateral Amount as of the close of business on the last day of the
preceding Monthly Period; provided, however, that with respect to the first
-------- -------
Transfer Date, Excess Collateral Minimum Monthly Interest shall be equal to the
product of (a) the Excess Collateral Minimum Rate for the period from and
including the Closing Date to and including September 17, 1998, (b) a fraction
the numerator of which is 22 and the denominator of which is 360 and (c) the
Excess Collateral Initial Amount.
On the Determination Date preceding each Transfer Date, the Servicer
shall determine an amount (the "Excess Collateral Interest Shortfall") equal to
------------------------------------
the excess, if any, of (x) the aggregate Excess Collateral Minimum Monthly
Interest for the Interest Period applicable to the preceding Transfer Date over
(y) the amount which was paid to the Excess Collateral Holders in respect of
interest on such preceding Transfer Date pursuant to the terms hereof.
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
37
42
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
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 "Excess Collateral Monthly
-------------------------
Principal") distributable from the Principal Account with respect to the Excess
---------
Collateral on each Transfer Date, beginning with the Transfer Date first
preceding the Excess Collateral 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 Excess
Collateral 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 Excess Collateral Adjusted
Amount on such Transfer Date (after
38
43
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
Certificate holders on a prior Distribution Date, (iv) if First USA Bank, N.A.
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 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, N.A. is no longer the
Servicer, the Class B Monthly Servicing Fee for the related Distribution Date
exceeds the Class B Available Funds 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 related 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 Collec-
39
44
tions 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 Excess Collateral 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 Excess Collateral (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 instructions from the Servicer substantially
in the form of Exhibit D 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:
(1) 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;
(2) if First USA Bank, N.A. 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;
40
45
(3) 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
(4) 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 the Finance Charge Account for the related Monthly Period will be distributed
in the following priority:
(1) 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;
(2) if First USA Bank, N.A. 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
(3) 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 Excess Collateral Available Funds deposited or deemed to have been
deposited
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in the Finance Charge Account for the related Monthly Period will be distributed
in the following priority:
(1) if First USA Bank, N.A. is no longer the Servicer, an amount
equal to the Excess Collateral Monthly Servicing Fee for such Distribution
Date shall be distributed to the Servicer; and
(2) 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:
(1) 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 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
(2) 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 the Minimum Transferor Interest (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 Princi-
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pal Collections and deposited into the Principal Account in accordance
with subsection 4.03(f) of the Agreement.
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:
(1) 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;
(2) after giving effect to the distribution referred to in clause
(i) above, an amount 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;
(3) after giving effect to the distributions referred to in clauses
(i) and (ii) above, an amount equal to the Excess Collateral 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, paid to the Excess Collateral Holders;
(4) 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
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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 1998-5; and
(5) 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 the Minimum Transferor Interest (after giving effect to the
inclusion in the Trust of all Receivables created on or prior to such
Transfer Date and 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 (i) deposit in the Distribution Account the amount deposited
in the Principal Funding Account pursuant to subsections 4.09(e)(i) and
4.09(e)(ii) of the Agreement and (ii) pay to the Excess Collateral Holders, in
accordance with subsection 5.01(c) of the Agreement, an amount equal to the
lesser of the amount deposited in the Principal Funding Account pursuant to
subsection 4.09(e)(iii) of the Agreement and the Excess Collateral Amount.
g. [Reserved]
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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)(i) of the
Agreement on the related Transfer Date in the following priority:
(1) 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; and
(2) 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.
i. The Accumulation Period is scheduled to commence at the close of
business on July 31, 2002; 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 Class A Certificate and Class B 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
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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 and 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.
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 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 Excess Collateral Amount will
be reduced by the amount of such excess, but not more than the Excess Collateral
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 Excess Collateral Amount to be a negative number, the Excess
Collateral Amount will be reduced to zero, and the Class B Invested Amount will
be reduced by the amount by which the Excess Collateral 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
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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 Excess Collateral 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
Excess Collateral 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 Excess Collateral Amount to be a negative number, the
Excess Collateral Amount shall be reduced to zero and the Class B Invested
Amount shall be reduced by the amount by which the Excess Collateral Amount
would have been reduced below zero, but not more than the Class B 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 Excess Collateral 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 by an amount in
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 Excess
Collateral Default Amount. If on any Distribution Date, the Excess Collateral
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 Excess Collateral
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 Excess Collateral Amount for such Distribution Date (an
"Excess Collateral Charge-Off"). The Excess Collateral 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 Excess Collateral
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
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4.12(a) of the Agreement, or the Class B Invested Amount, pursuant to subsection
4.12(b) of the Agreement, respectively. The Excess Collateral Amount will
thereafter be reimbursed (but not by an amount in excess of the unpaid principal
balance of the Excess Collateral Amount) 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 1998-5
-------------------------------------------------------
Certificates. On each Transfer Date, the Servicer will apply or cause the
------------
Trustee to apply Excess Finance Charge Collections with respect to 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;
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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;
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 Excess Collateral Minimum Monthly Interest
for such Transfer Date, plus the amount of any Excess Collateral Minimum Monthly
Interest previously due but not paid to the Excess Collateral Holders on a prior
Transfer Date will be paid to the Excess Collateral Holders in accordance with
subsection 5.01(c) of the Agreement;
g. an amount equal to the Unpaid Investor Monthly Servicing Fee will be
paid to the Servicer;
h. an amount equal to the aggregate Excess Collateral 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
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54
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 Excess
Collateral Amount has been reduced below the Excess Collateral Initial Amount
for reasons other than the payment of principal to the Excess Collateral Holders
(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;
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 paid to the Excess
Collateral Holders in accordance with subsection 5.01(c) of the Agreement.
Section 4.14 Reallocated Principal Collections for the Series 1998-5
-------------------------------------------------------
Certificates.
------------
a. On each Distribution Date, the Servicer will apply or cause the
Trustee to apply an amount, not to exceed the Excess Collateral Amount, equal to
the product of (a)(i) during the Revolving Period, the Excess Collateral
Floating Allocation Percentage or (ii) during an Amortization Period, the Excess
Collateral 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 Excess Collateral Principal Collections"):
---------------------------------------------------
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(1) 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
(2) any such collections not applied in the foregoing manner (and
therefore not constituting Reallocated Excess Collateral 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"):
-----------------------------------------
(1) 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 Excess Collateral
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
(2) 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.
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On each Distribution Date the Excess Collateral Amount shall be reduced
by the amount of Reallocated Excess Collateral 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 Excess Collateral Amount to be
a negative number, the Excess Collateral Amount shall be reduced to zero and the
Class B Invested Amount shall be reduced by the amount by which the Excess
Collateral 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 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 and the Class B Certificate Rate
applicable to the then current and the immediately preceding Interest Periods
may be obtained by any Series 1998-5 Certificateholder by telephoning the Paying
Agent at its corporate trust office at (000) 000-0000.
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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 the Class B Monthly Interest applicable to an
Interest Period to be provided to the Luxembourg Stock 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.
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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 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
Excess Collateral 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 Excess Collateral Holders. 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
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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, 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.
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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 Invest
-------------------
Shortfall with 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 1998-5 Certificateholders, (iii) if the
Accumulation Period has not commenced, the occurrence of a Pay Out Event with
respect to Series 1998-5 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 1998-5 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
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Section 4.09 of the Agreement, and the Reserve Account shall be deemed to have
terminated for purposes of this Supplement.
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
1998-5 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
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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 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 Transfer Date, the Trustee shall distribute (in accordance
with the certificate delivered by the Servicer to the Trustee pursuant to
subsection 3.04(b) of the Agreement) to the Excess Collateral Holders the
amounts payable to the Excess Collateral Holder pursuant to subsection
4.09(e)(iii), subsection 4.09(f)(ii), subsection 4.13(f), subsection 4.13(k) and
subsection 4.16(b) of the Agreement by wire transfer, at the expense of such
Excess Collateral Holders, to an account or accounts designated by such Excess
Collateral Holders by written notice given to the Trustee not less than five
days prior to the related Transfer Date.
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 E 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
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basis of an original principal amount of $1,000 per Certificate):
(1) the total amount distributed;
(2) the amount of such distribution allocable to Certificate
Interest;
(3) the amount of such distribution allocable to Certificate
Principal;
(4) 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 Excess
Collateral Amount, respectively;
(5) 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 Excess
Collateral Amount, respectively, and the amount of Principal Funding
Investment Proceeds and investment earnings on amounts on deposit in
the Reserve Account;
(6) the aggregate amount of Principal Receivables, the
Invested Amount, the Class A Invested Amount, the Class B Invested
Amount, the Excess Collateral 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;
(7) the aggregate outstanding balance of Accounts which are
35, 65, 95, 125 and 155 or more days Contractually Delinquent as of the
end of the day on the Record Date;
(8) the aggregate Investor Default Amount, the Class A
Investor Default Amount, the Class B Investor Default Amount and the
Excess Collateral Default Amount for the related Monthly Period;
(9) the aggregate amount of Class A Investor Charge-Offs and
the amount by which the Class B Invested Amount and the Excess
Collateral Amount have
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been reduced with respect to the related Monthly Period;
(10) the aggregate amount of Class A Investor Charge-Offs
reimbursed and the amount by which reductions of the Class B Invested
Amount and the Excess Collateral Amount have been reimbursed on the
Transfer Date immediately preceding such Distribution Date;
(11) the amount of the Class A Monthly Servicing Fee, the
Class B Monthly Servicing Fee and the Excess Collateral Monthly
Servicing Fee for the related Monthly Period;
(12) the amount of Reallocated Excess Collateral Principal
Collections and Reallocated Class B Principal Collections with respect
to such Distribution Date;
(13) the Excess Collateral Amount as of the close of business
on such Distribution Date;
(14) the Portfolio Yield for the related Monthly Period;
(15) the Base Rate for the related Monthly Period;
(16) the Principal Funding Account Balance on the related
Transfer Date;
(17) the Accumulation Shortfall;
(18) the Accumulation Period Commencement Date and the
Accumulation Period Length; and
(19) 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 1999, the Trustee shall
distribute to each Person who at any time during the preceding calendar year was
a Class A Certificateholder or a Class B Certificateholder, a statement prepared
by the Servicer containing the information required to be contained in the
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regular monthly report to Series 1998-5 Certificate holders, 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 1998-5
Certificateholder, together with such other customary information (consistent
with the treatment of the Class A Certificates and Class B Certificates as debt)
as the Trustee or the Servicer deems necessary or desirable to enable the Class
A Certificateholders and the Class B 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 8. Series 1998-5 Pay Out Events. If any one of the following
----------------------------
events shall occur with respect to the Series 1998-5 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 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 1998-5 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 1998-5 Certificates evidencing Undivided Interests aggregating
not less than 50% of the Invested Amount of this Series 1998-5, and continues to
affect materially and adversely the interests of the Series 1998-5
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
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the Trustee, or to the Transferor and the Trustee by the Holders of the Series
1998-5 Certificates evidencing Undivided Interests aggregating more than 50% of
the Invested Amount of this Series 1998-5 and (ii) as a result of which the
interests of the Series 1998-5 Certificate holders are materially and adversely
affected and continue to be materially and adversely affected for such period;
provided, however, that a Series 1998-5 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
e. any Servicer Default shall occur which would have a material adverse
effect on the Series 1998-5 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 1998-5 Certificates evidencing Undivided Interests
aggregating more than 50% of the Invested Amount of this Series 1998-5 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
------
1998-5 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 1998-5 Pay Out
Event shall occur without any notice or other action on the part of the Trustee
or the Series 1998-5 Certificateholders immediately upon the occurrence of such
event.
For purposes of Series 1998-5, the fifth sentence of subsection 9.02(a)
of the Agreement shall be amended to read in its entirety as follows:
"If, however, with respect to the portion of the Receivables allocable to
any outstanding Series, the holders of more than 50% of the principal
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67
amount of the Class A Certificates and the Class B Certificates and in the
case of the Excess Collateral Amount, holders of more than 50% of the
principal amount of the Excess Collateral Amount as well as more than 50%
of holders of interests in the right to receive interest payments in
respect of the Excess Collateral Amount, instruct the Trustee not to sell
the portion of the Receivables allocable to such Series, the Trust shall
continue with respect to such Series pursuant to the terms of the
Agreement and the Supplement."
SECTION 9. Series 1998-5 Termination. The right of the Series 1998-5
-------------------------
Certificateholders to receive payments from the Trust will terminate on the
first Business Day following the Series 1998-5 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 Excess Collateral. a. No portion of the Excess
------------------------------
Collateral 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. No
--------
portion of the Excess Collateral or any interest therein may be Transferred to
any Person (other than Bankers Trust (Delaware), not in its individual capacity
but solely in its capacity as owner trustee of the First USA Secured Note Trust
1998-5 and The Bank of New York, not in its individual capacity but solely in
its capacity as indenture trustee for the First USA Secured Note Trust 1998-5)
(each, an "Assignee"), unless the Assignee shall have executed and delivered
--------
the certification referred to in subsection 11(e) below. Any attempted Transfer
that would cause the number of Targeted Holders to exceed ninety-nine shall be
void.
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b. Each Assignee 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 Excess Collateral may
constitute unrelated business taxable income or (iii) a Person not described in
(i) or (ii) whose ownership of any interest in the Excess Collateral is
effectively connected with the conduct of a trade or business within the United
States (within the meaning of the Code) or (B) an estate or trust the income of
which is includible in gross income for U.S. federal income tax purposes. Each
Assignee 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 any
interest in the Excess Collateral, 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 person described in clause
(A)(iii) above, it will furnish to the person from whom it is acquiring any
interest in the Excess Collateral, 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 Trustee.
c. Each Initial Purchaser of any interest in the Excess Collateral and
any Assignee thereof shall certify to the Transferor, the Servicer and the
Trustee that, in the case of any Assignee, it has not acquired and, in the case
of each Initial Purchaser and any Assignee, it will not sell, trade or transfer
any interest in the Excess Collateral or cause an interest in the Excess
Collateral 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, any Assignee shall certify, prior to any delivery or
Transfer to it of any Excess Collateral that it is not and will not become, for
so long as it holds an interest in
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the Excess Collateral, a partnership, Subchapter S corporation or grantor trust
for U.S. federal income tax purposes or, if it is such a Person, the Excess
Collateral will represent not more than 50% of the value of all of its assets.
Each Initial Purchaser of an interest in the Excess Collateral 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 its certifications described in this subsection 11(c). For purposes
of this Section 11, "Initial Purchaser" shall mean the Transferor, Bankers Trust
(Delaware), not in its individual capacity but solely in its capacity as owner
trustee of the First USA Secured Note Trust 1998-5 and The Bank of New York, not
in its individual capacity but solely in its capacity as indenture trustee for
the First USA Secured Note Trust 1998-5.
d. Each Initial Purchaser of any interest in the Excess Collateral
shall, by its acceptance of the Excess Collateral, be deemed to have certified
and each Assignee shall certify to the Transferor, the Servicer and the Trustee
(i) that it has purchased its interest in the Excess Collateral for investment
only and not with a view to any public distribution thereof, (ii) that it will
not offer, sell, pledge or otherwise transfer its interest in all or any portion
of the Excess Collateral, except in compliance with the Securities Act and other
applicable laws and only (1) to the Transferor or (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) and (iii) its purchase of its
interest in the Excess Collateral is not being made in reliance on the
Prospectus. No Excess Collateral Holders will have the right to require the
Transferor to register the Excess Collateral or any other securities under the
Securities Act or any other securities laws. Each holder by accepting a
beneficial interest in the Excess Collateral is deemed to represent that it is
an institutional "accredited investor" (as defined in rule 501(a)(1), (2), (3)
or (7) under the Securities Act).
e. Any request for registration of transfer of all or any portion of
the Excess Collateral shall be made at the office of the Transfer Agent and
Registrar and
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shall be accompanied by a letter of representations from the prospective Excess
Collateral Holders substantially in the form attached as Exhibit F, executed by
the ultimate beneficial purchaser of the Excess Collateral Amount (or any
portion thereof) in person or by such prospective Excess Collateral Holder'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, the
Excess Collateral (or such portion thereof) shall be transferred upon the
Certificate Register. Such transfers of all or any portion of the Excess
Collateral shall be subject to the restrictions set forth in this Section 11 and
to such other restrictions as shall be set forth in the letter of
representations, substantially in the form attached as Exhibit F, executed by
the purchasing Excess Collateral Holder. 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 portion of the Excess Collateral or any interest therein may be
Transferred (including in the initial offering) to (a) an "employee benefit
plan" (as defined in Section 3(3) of ERISA), including governmental plans and
church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code)
including individual retirement accounts and Xxxxx plans, or (c) any other
entity whose underlying assets include "plan assets" (within the meaning of
Department of Labor Regulation Section 2510.3-101, 29 C.F.R. ss. 2510.3-101 or
otherwise under ERISA) by reason of a plan's investment in the entity,
including, without limitation, an insurance company general account.
g. The Transferor and the Servicer will facilitate any transfer of the
Excess Collateral consistent with the requirements of this Section 11, including
assisting in the determination as to whether the number of Targeted Holders
would exceed ninety-nine.
SECTION 12. Compliance with Withholding Requirements. Notwithstanding
----------------------------------------
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
Excess Collateral Holders of interest, 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 Excess Collateral
Holders shall not be
66
71
required for any such withholding. In the event the Trustee or the Paying Agent
withholds any amount from payments made to any Excess Collateral Holders
pursuant to federal withholding requirements, the Trustee or the Paying Agent
shall indicate to such Excess Collateral Holders the amount withheld and all
such amounts shall be deemed to have been paid to such Excess Collateral Holder
and the Excess Collateral Holders shall have no claim therefor.
SECTION 13. Tax Characterization of the Excess Collateral. It is the
---------------------------------------------
intention of the parties hereto that the provisions of Section 3.07 of the
Agreement shall not apply to cause the Excess Collateral to be treated as debt
for Federal, state and local income and franchise tax purposes, but rather it is
the intention of the parties hereto that Excess Collateral be treated for
Federal, state and local income and franchise tax purposes as an equity interest
in the assets of the Trust. In the event that the Excess Collateral is not so
treated, it is the intention of the parties that the Excess Collateral be
treated as an interest in a partnership that owns the Receivables.
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, N.A. 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 REGIS-
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TERED 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, N.A., 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
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Servicer, have been duly obtained, effected or given and are in full
force and effect.
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.
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IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series 1998-5 Supplement to be duly executed by their respective
officers as of the day and year first above written.
FIRST USA BANK, N.A.,
Transferor and Servicer
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
THE BANK OF NEW YORK (DELAWARE),
Trustee
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Vice President
75
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: April 18, 2006 CUSIP NO.000000XX0
FIRST USA CREDIT CARD MASTER TRUST CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1998-5
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, N.A. (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank, N.A, 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
---------------------------
* VISA (R) and MasterCard (R) are registered trademarks of Visa
USA Incorporated and MasterCard International Incorporated,
respectively.
76
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 supplemented by the Series 1998-5 Supplement (the "Series 1998-5
Supplement"), dated as of August 27, 1998, 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 1998-5 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 1998-5" (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
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77
Certificates, Series 1998-5 (the "Class B Certificates") with the intention that
the Class A Certificates and the 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 Excess Collateral, Series 1998-5 (the
"Excess Collateral") (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 Excess Collateral, 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 Excess Collateral (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 $650,000,000. The Class A
Invested Amount for any monthly Distribution Date will be an amount equal to
$650,000,000, 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
5.74453% per annum on the Class A Initial Invested Amount from August 27, 1998
through September 17, 1998, and for each Interest Period thereafter, the Class A
Certificates will bear interest at a per annum rate of 0.10% in excess of LIBOR
as determined by the Trustee on the related LIBOR Determination Date (each such
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78
rate as in effect from time to time, the "Class A Certificate Rate"). Interest
will be distributed to the extent of available funds on September 18, 1998, and
on the eighteenth 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 Scheduled Series 1998-5
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
September 18, 1998 and on each Distribution Date thereafter until the Scheduled
Series 1998-5 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 Excess Collateral 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
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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 Scheduled Series
1998-5 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 Excess Collateral Adjusted Amount
A-5
80
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 Excess Collateral Holders on the Excess
Collateral 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 Excess Collateral 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 August 2003 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
Excess Collateral Amount have been paid in full and (ii) the Scheduled Series
1998-5 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 Trans-
A-6
81
feror 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 Excess Collateral Holders, 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 April 18, 2006 (or if such day is not a Business
Day, the next succeeding Business Day) (the "Scheduled Series 1998-5 Termination
Date"). After the Scheduled Series 1998-5 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.
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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 1998-5 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 1998-5 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 A Certificateholder.
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83
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 27th day of August, 1998.
FIRST USA BANK, N.A.
By:
----------------------------------------
Name: Xxxxxxx X. Xxxxxx
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: August 27, 1998
By:
-------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
84
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: April 18,2006 CUSIP NO. 000000XX0
FIRST USA CREDIT CARD MASTER TRUST CLASS B FLOATING RATE
85
ASSET BACKED CERTIFICATE, SERIES 1998-5
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, N.A.
(the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank, N.A., 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 supplemented by the Series
1998-5 Supplement (the "Series 1998-5 Supplement"), dated as of August 27, 1998,
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 1998-5 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
-------------------------
* VISA (R) and MasterCard (R) are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
B-2
86
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 B Floating Rate
Asset Backed Certificates, Series 1998-5" (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 1998-5 (the "Class A Certificates") with the
intention that the Class A Certificates and the 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 Excess Collateral, Series 1998-5 (the
"Excess Collateral Holders") (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 Excess Collateral,
the Exchangeable Transferor Cer-
B-3
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tificate 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 Excess
Collateral (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 $58,735,000. The Class B
Invested Amount for any monthly Distribution Date will be an amount equal to (i)
$58,735,000, 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 Excess Collateral 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
5.92453% per annum on the Class B Initial Invested Amount from August 27, 1998
through September 17, 1998 and for each Interest Period thereafter, the Class B
Certificates will bear interest at a per annum rate of 0.28% 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 September 18, 1998, and
on the eighteenth 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 Scheduled Series 1998-5
Termination Date (each such date a "Distribution Date"), in an amount equal to
B-4
88
the product of (a) the actual number of days in the related Interest Period
divided by 360, (b) the Class B Certificate Rate and (c) the Class B 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, in certain
circumstances, from Reallocated Principal Collections on September 18, 1998 and
on each Distribution Date thereafter until the Scheduled Series 1998-5
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 Excess Collateral 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.
B-5
89
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 Scheduled Series
1998-5 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 Excess Collateral Adjusted Amount prior to any
such deposit on such day. After payment in full of the Class A Invested
B-6
90
Amount and the Class B Invested Amount, amounts in the Principal Funding Account
will be paid to the Excess Collateral Holders on the Excess Collateral 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 Excess Collateral 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 August 2003 Distribution Date if the Class A Invested
Amount is paid in full, Available Investor Principal Collections and Excess
Principal Collections allocable to Series 1998-5 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
1998-5 are insufficient to pay in full the Class B Invested Amount on the August
2003 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
Excess Collateral Amount have been paid in full and (ii) the Scheduled Series
1998-5 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
B-7
91
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 Excess Collateral Holders, 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 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 August 2003 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 prin-
B-8
92
cipal of and interest on the Class B Certificates is due and payable no later
than April 18, 2006 (or if such day is not a Business Day, the next succeeding
Business Day) (the "Scheduled Series 1998-5 Termination Date"). After the Series
1998-5 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 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
B-9
93
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 1998-5 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 1998-5 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
94
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 27th day of August, 1998.
FIRST USA BANK, N.A.
By:
---------------------------------
Name: Xxxxxxx X. Xxxxxx
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: August 27, 1998
By:
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
95
96
Exhibit C
[LOGO]
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 Agent]
First USA Bank, N.A.
--------------------------------------------------
[Name of Issuer]
The Bank of New York (Delaware)
--------------------------------------------------
[Name of Agent]
August 27, 1998
-------------
[Date]
Attention: General Counsel's Office
THE DEPOSITORY TRUST COMPANY
00 Xxxxx Xxxxxx; 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
Re: $650,000,000 Class A Floating Rate Asset Backed Certificates
-------------------------------------------------------------------
Series 1998-5; $58,735,000 Class B Floating Rate Asset Backed
-------------------------------------------------------------------
Certificates, Series 1998-5
-------------------------------------------------------------------
[Issue Description]
Ladies and Gentlemen:
This letter sets forth our understanding with respect to certain matters
relating to the above-referenced issue (the "Securities"). Agent will act as
trustee, paying agent, fiscal agent, or other such agent of Issuer with respect
to the Securities pursuant to a trust indenture, trust agreement, or other
such document dated as of September 1, 1992* (the "Document"). Xxxxxxx Xxxxx
----------- - -------------
Pierce, Fenner, & Xxxxx 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
Agent make the following representations to DTC:
1. Prior to closing on the Securities on August 27, 1998, there shall be
--------- -
deposited with DTC one Security certificate registered in the name of DTC's
nominee, Cede & Co., for each
* As supplemented as of August 27, 1998
** As Representative for itself, Banc One Capital Markets, Inc., Bear,
Xxxxxxx & Co., Inc., First Chicago Capital Markets, Inc., and Xxxxxx Brothers
Inc.
97
stated maturity of the Securities in the face amounts set forth on Schedule A
hereto, the total of which represents 100% of the principal amounts 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. Issuer: (a) understands that DTC has no obligations 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.
3. In the event of any solicitation of consents from or voting by holders
of the Securities, Issuer or Agent shall establish a record date for such
purposes (with no provisions for revocation of consents or votes by subsequent
holders) and shall, to the extent possible, 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 (000) 000-0000 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 5.
4. In the event of a full or partial redemption, Issuer or Agent 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 Agent
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
98
5. In the event of an invitation to tender the Securities (including
mandatory tenders, exchanges, and capital changes), notice by Issuer or Agent 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 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
6. All notices and payment advices sent to DTC shall contain the CUSIP
number of the Securities.
7. Issuer or Agent 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 Agent 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 any
other means to:
Manager; Announcements
Dividend Department
The Depository Trust Company
0 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
8. [Note: ISSUER MUST REPRESENT ONE OF THE FOLLOWING, AND CROSS OUT THE
OTHER:] [The interest accrual period is payment date to payment date.]
9. Issuer or Agent shall provide a written notice of interest payment
information to a standard interest announcement service subscribed to by DTC as
soon as the information is available. In the unlikely event that no such
service exists, Issuer or Agent shall provide such notice directly to DTC
electronically, as previously arranged by Issuer or Agent and DTC, as soon as
the information is available. If electronic transmission is not available,
absent any other arrangements between Issuer or Agent and DTC, such information
should be sent by telecopy to DTC's Dividend Department at (000) 000-0000 or
(000) 000-0000, and receipt for 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
99
10. Issuer or Agent shall provide CUSIP numbers for each issue for which
payment is being sent, as well as the dollar and cent amount of the payment for
each issue to DTC, no later than noon (Eastern Time) on the payment date.
11. 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. Absent any other arrangements between
Issuer or Agent and DTC, such funds shall be wired as follows:
The Chase Manhattan Bank
ABA # 021 000 021
For credit to a/c Cede & Co.
c/o The Depository Trust Company
Dividend Deposit Account # 066-026776
12. Maturity and redemption payments allocated with respect to each CUSIP
number 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 the
payment date. Absent any other arrangements between Issuer or Agent and DTC,
such funds shall be wired as follows:
The Chase Manhattan Bank
ABA # 021 000 021
For credit to a/c Cede & Co.
c/o The Depository Trust Company
Redemption Deposit Account # 066-027306
13. Principal payments (plus accrued interest, if any) as the result of
optional tenders for purchase effected by means of DTC's Repayment Option
Procedures 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
the first payment date. Absent any other arrangements between Issuer or Agent
and DTC, such funds shall be wired as follows:
The Chase Manhattan Bank
ABA # 021 000 021
For credit to a/c Cede & Co.
c/o The Depository Trust Company
Reorganization Deposit Account # 066-027608
14. DTC may direct Issuer or Agent to use any other number or address as
the number or address to which notices or payments of interest or principal may
be sent.
15. In the event of a redemption, acceleration, or any other similar
transaction (e.g., tender made and accepted in response to Issuer's or Agent'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 Agent 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 Agent prior to payment, if required.
16. In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certificated Securities, Issuer or Agent
shall notify DTC of the availability of certificates. In
100
such event, Issuer or Agent shall issue, transfer, and exchange certificates in
appropriate amounts, as required by DTC and others.
17. 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 (at which time DTC will confirm with Issuer or Agent the
aggregate principal amount of Securities outstanding). Under such
circumstances, at DTC's request Issuer and Agent shall cooperate fully with DTC
by taking appropriate action to make available one or more separate certificates
evidencing Securities to any DTC Participant having Securities credited to its
DTC accounts.
18. Nothing herein shall be deemed to require Agent to advance funds on
behalf of Issuer.
19. This Letter of Representations may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts together shall constitute but one and the same
instrument.
20. This Letter of Representations is governed by, and shall be construed
in accordance with, the laws of the State of New York.
21. The following riders, attached hereto, are hereby incorporated into
this Letter of Representations:
Rider 5A, Rider 1, Rider 2, Rider 3.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Notes: Very truly yours,
------
A. If there is an Agent (as defined in this Letter of
Representations), Agent as well as Issuer must sign this
Letter. If there is no Agent, in signing this Letter Issuer
itself undertakes to perform all of the obligations set
forth herein. First USA Bank, N.A.
----------------------------------------------------
B. Schedule B contains statements that DTC believes (Issuer)
accurately describe DTC, the method of effecting book-
entry transfers of securities distributed through DTC, By: /s/ XXXXXXX X. XXXXXX
and certain related matters. ----------------------------------------------------
(Authorized Officer's Signature)
The Bank of New York
----------------------------------------------------
(Agent)
By: /s/ XXXXX X. XXXXXXXX
----------------------------------------------------
(Authorized Officer's Signature)
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
By: /s/ XXXXXXX X. XXXXXX
------------------------------------------------
CC: Underwriter
Underwriter's Counsel
101
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."
21. The attached rider amending the Letter of Representations is deemed to be a
part of this Letter of Representations.
22. The attached DWAC rider is deemed to be a part of this Letter of
Representations.
102
SCHEDULE A
----------
(Describe Issue)
First USA Credit Card Master Trust
$650,000,000 Class A Floating Rate Asset Backed
Certificates, Series 1998-5
$58,735,000 Class B Floating Rate Asset Backed
Certificates, Series 1998-5
CUSIP Principal Amount Maturity Date Interest Rate
----- ---------------- ------------- -------------
000000XX0 $200,000,000 April 18, 2006 0.10% above LIBOR
000000XX0 $200,000,000 April 18, 2006 0.10% above LIBOR
000000XX0 $200,000,000 April 18, 2006 0.10% above LIBOR
000000XX0 $ 50,000,000 April 18, 2006 0.10% above LIBOR
000000XX0 $ 58,735,000 April 18, 2006 0.28% above LIBOR
103
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 a 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. Purchases 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 DTC. 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.]
104
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 Cede
& Co., as nominee of DTC. DTC's practice is to credit Direct Participants'
accounts, upon DTC's receipt of funds and corresponding detail information from
Issuer or Agent, on payable date in accordance with their respective holdings
shown on DTC's records. 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, Agent, or Issuer, subject to any statutory or regulatory requirements as
may be in effect from time to time. Payment of principal and interest to Cede &
Co. is the responsibility of Issuer or Agent, 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 Agent [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 Agent [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 Agent [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.
105
RIDER 1
-------
[LOGO]
RIDER AMENDING DTC LETTER OF REPRESENTATIONS -- BEO COLLATERALIZED MORTGAGE
---------------------------------------------------------------------------
OBLIGATIONS (CMO) WITHOUT OWNER OPTION TO REDEEM/OTHER ASSET-BACKED SECURITIES
------------------------------------------------------------------------------
/AND PASS-THROUGH CERTIFICATES
------------------------------
As of March 9, 1998, DTC's Reorganization Department relocated and prior to
that, DTC's Dividend Department relocated to the 00 Xxxxx Xxxxxx location.
Following are the new addresses and related telephone and facsimile numbers
referenced in the Letter of Representations.
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 3 OF THE LETTER OF REPRESENTATIONS:
Old Telecopier Numbers Current Telecopier Numbers
(000) 000-0000 and (000) 000-0000 (000) 000-0000 and (000) 000-0000
The confirmation number (000) 000-0000 is now (000) 000-0000.
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 5 OF THE LETTER OF REPRESENTATIONS:
Old Telecopier Numbers Current Telecopier Number
(000) 000-0000 and (000) 000-0000 (000) 000-0000
The confirmation number (000) 000-0000 is now (000) 000-0000.
The new address is Manager; Reorganization Department
Reorganization Window
The Depository Trust Company
00 Xxxxx Xxxxxx 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 7 OF THE LETTER OF REPRESENTATIONS:
Old Telecopier Number Current Telecopier Number
(000) 000-0000 (000) 000-0000
The new address is Manager; Announcements
Dividend Department
The Depository Trust Company
00 Xxxxx Xxxxxx 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 9 OF THE LETTER OF REPRESENTATIONS:
Old Telecopier Numbers Current Telecopier Numbers
(000) 000-0000 and (000) 000-0000 (000) 000-0000 and (000) 000-0000
The confirmation number (000) 000-0000 is now (000) 000-0000.
106
The new address for this Paragraph 9 is the same as that listed above,
referenced in Paragraph 7.
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 10 OF THE LETTER OF REPRESENTATIONS:
Such information shall be conveyed by automated notification. If the
circumstances prevent the funds paid to Cede & Co., as nominee of DTC, by 2:30
p.m. ET from equaling the dollar amount associated with detail payments by
12:00 noon ET Issuer or Agent must provide CUSIP-level reconciliation to DTC no
later than 2:30 ET. Reconciliation can be provided by automated means or
written format.
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 11 OF THE LETTER OF REPRESENTATIONS:
To facilitate the payment standards, Issuer is required to remit free funds to
Agent by 1:00 p.m. ET on each payment date, or at such earlier time as required
by Agent to guarantee timely credit to the Dividend Deposit Account of Cede &
Co.
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 12 OF THE LETTER OF REPRESENTATIONS:
To facilitate the payment standards, Issuer is required to remit free funds to
Agent by 1:00 p.m. ET on each payment date, or at such earlier time as required
by Agent to guarantee timely credit to the Redemption Deposit Account of Cede &
Co. Issuer or Agent shall deliver Cusip-level detail regarding such payments to
DTC no later than 2:30 p.m. ET on each payment date.
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 13 OF THE LETTER OF REPRESENTATIONS:
To facilitate the payment standards, Issuer is required to remit free funds to
Agent by 1:00 p.m. ET on each payment date, or at such earlier time as required
by Agent to guarantee timely credit to the Reorganization Deposit Account of
Cede & Co. Issuer or Agent shall deliver Cusip-level detail regarding such
payments to DTC no later than 2:30 p.m. ET on each payment date.
107
RIDER 2
-------
[LOGO]
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, at or 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.
108
RIDER 3
-------
[LOGO]
REPRESENTATIONS FOR ERISA-RESTRICTED SECURITIES
TO BE INCLUDED IN DTC LETTER OF REPRESENTATIONS
-----------------------------------------------
Issuer and Agent recognize that DTC does not in any way undertake to, and
shall not have any responsibility to, monitor or ascertain whether a transfer
of Securities could give rise to a transaction prohibited or not otherwise
permissible under the Employee Retirement Income Security Act of 1974 or under
Section 4975 of the Internal Revenue Code of 1986. Issuer and Agent acknowledge
that: a) so long as Cede & Co. is the sole record owner of the Securities, it
shall be entitled to all voting rights in respect thereof and to receive the
full amount of all principal, premium, if any, and interest payable with
respect thereto; and b) DTC shall treat any DTC Participant having Securities
credited to its DTC accounts as entitled to the full benefits of ownership of
such Securities even if the crediting of such Securities to the DTC accounts of
such Participant results from transfers or failures to transfer in violation of
such laws. (The treatment by DTC of the effects of the crediting by it of
Securities to the accounts of DTC Participants shall not affect the rights of
Issuer or purchasers, sellers, or holders of Securities against any DTC
Participant.)
109
EXHIBIT D
MONTHLY ALLOCATIONS AND PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
FIRST USA BANK, N.A.
------------------------------------------------
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1998-5
------------------------------------------------
Monthly Period:
Distribution Date:
Transfer Date:
The undersigned, a duly authorized representative of First USA Bank, N.A. (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
1998-5 Supplement, dated August 27, 1998 (the "Supplement"), by and between the
Bank and The Bank of New York (Delaware), as Trustee (the "Trustee"), does
hereby certify as follows:
A. 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.
B. The Bank is Servicer under the Pooling and Servicing
Agreement.
C. The undersigned is a Servicing Officer.
D. 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 below
D-1
110
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 N/A
Reserve Account Withdrawals N/A
----------------
Total Class A Available Funds
B. Pursuant to subsection 4.09(a)(i):
---------------------------------
1. Interest to be paid to Certificateholders at the
Certificate Rate for the Interest Period on the
Outstanding Principal Balance (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, N.A., 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 Allocations
Principal Funding Investment Proceeds N/A
Reserve Account Withdrawals N/A
----------------
Total Class B Available Funds
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
D-2
111
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, N.A., 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. Excess Collateral Finance Charge Allocations
Principal Funding Investment Proceeds N/A
Reserve Account Withdrawals N/A
Total Excess Collateral Available Funds
B. Pursuant to subsection 4.09(c)(i):
---------------------------------
Excess Collateral Monthly Servicing Fee for the preceding
Monthly Period if First USA Bank, N.A., 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
================
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):
------------------------------
D-3
112
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
F. Pursuant to subsection 4.13(f):
------------------------------
1. Excess Collateral Monthly Interest for the preceding
Interest Period on the aggregate outstanding
principal balance of the Excess Collateral
(Actual/360)
2. Overdue Interest
3. Excess Collateral Default Amount
------------
G. Pursuant to subsection 4.13(g):
------------------------------
Unpaid Investor Monthly Servicing Fee for the preceding
Monthly Period to be paid to First USA Bank, N.A.
H. Pursuant to subsection 4.13(h):
------------------------------
Excess Collateral Default Amount for the preceding
D-4
113
Monthly Period
I. Pursuant to subsection 4.13(i):
------------------------------
Reimbursement of Excess Collateral 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 paid to Excess Collateral Holders Total
(Excess F/C Collections from 4(A) above)
================
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. Excess Collateral Principal Collections
Excess Collateral Default Amt (during Accumulation Period)
Excess Collateral Charge-Offs (during Accumulation Period)
----------------
Total Excess Collateral Monthly Principal
4. Excess Principal Collections (other series)
----------------
Total Principal Collections
================
D-5
114
B. Allocation of Principal Collections
-----------------------------------
1. Amount of Excess Collateral 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 Excess Collateral Holders
7. Payment of principal to Principal Funding Account
8. Amount returned to Bank
----------------
Total Principal Allocations
================
D-6
115
IV. TRUSTEE DISBURSEMENT SUMMARY
----------------------------
(1) Investor Monthly Servicing Fee paid to First USA Bank, N.A.
(2) Total Default Amounts paid to First USA Bank, N.A.
(3) Monthly Principal Collections to First USA Bank, N.A.
----------------
Total to First USA Bank
(4) Deposit to Reserve Account
(5) Interest payment to Class A Certificateholders (DTC)
(6) Interest payment to Class B Certificateholders (DTC)
(7) Interest payment to Excess Collateral Holders
(8) Certificate Principal to Principal Funding Account
(9) Principal to Certificateholders (DTC)
(10) Investor Principal Collections to other Series
(11) Monthly Principal Payment to Excess Collateral Holders
(12) Excess Spread paid to Excess Collateral Holders
Total Disbursements
================
Total Class A, B and Excess Collateral funds to be allocated
================
----------------------------
D-7
116
EXHIBIT E
MONTHLY CERTIFICATEHOLDERS' STATEMENT
FIRST USA BANK, N.A.
------------------------------------------------
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1998-5
------------------------------------------------
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,
N.A. (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
1998-5 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
Excess Collateral Amt.
E-1
117
B. The amount of the distribution
in respect of interest on the Certificates,
per $1,000 original certificate principal amount
Class A
Class B
Excess Collateral 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
Excess Collateral 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
Excess Collateral 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
E-2
118
Class B
Excess Collateral Amt.
----------------
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 Excess Collateral)
N/A
----------------
(g) Withdrawals from Reserve Account (to Excess Collateral)
N/A
----------------
Excess Collateral 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
Excess Collateral 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
Excess Collateral Amt.
----------------
Total
X-0
000
(x) During the Amortization Period: The Invested
Amount as of _______ (the last day of the Revolving
Period)
Class A N/A
Class B N/A
Excess Collateral 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
Excess Collateral 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 or more days
----------------
Total
================
E-4
120
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
Excess Collateral 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 Excess Collateral Amount
Class A
Class B
Excess Collateral 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 Excess Collateral
Amount
Class A
Class B
Excess Collateral Amt.
----------------
Total
================
X-0
000
X. 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
Excess Collateral Amt.
----------------
Total
================
H. Reallocated Principal Collections.
---------------------------------
The amount of Reallocated Excess Collateral and Class B
Principal Collections applied in respect of Interest
Shortfalls, Investor Default Amounts or Investor
Charge-Offs for the prior month.
Class A
Class B
Excess Collateral Amt.
----------------
Total
================
I. Excess Collateral Amount.
------------------------
The amount of the Excess Collateral 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 Portfolio Yield.
-------------------
The Portfolio Yield for the related Monthly Period
K. The Base Rate.
-------------
The Base Rate for the related Monthly Period
X-0
000
0. 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
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.
--------------------------------------
E-7
000
Xxxxxxx Xxxxxx X/X
----------------
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
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
E-8
124
EXHIBIT F
[DATE]
First USA Bank, N.A.
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
The Bank of New York (Delaware)
Xxxxx Xxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Re: Excess Collateral, Series 1998-5
--------------------------------
Ladies and Gentlemen:
In connection with our proposed purchase of $74,395,000 in principal
amount of First USA Credit Card Master Trust, Excess Collateral, Series 1998-5
(the "Excess Collateral"), we confirm that:
1. We have received such information and documentation as we deem
necessary in order to make our investment decision. We understand that such
information and documentation speaks only as of its date and that the
information contained therein 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 amended
and as supplemented by the Series 1998-5 Supplement dated as of August 27, 1998
(the "Series 1998-5 Supplement" and together with the Pooling and Servicing
Agreement, the "Pooling and Servicing Agreement"), each by and between First USA
Bank, N.A., as transferor and servicer, and The Bank of New York (Delaware)
relating to the Excess Collateral and agree to be bound by, and not reoffer,
resell, pledge or otherwise transfer (any such act, a "Transfer") the Excess
Collateral except in compliance with such restrictions and conditions including
but not limited to those in Section 11 of the Series 1998-5 Supplement.
3. We understand that the Excess Collateral has not been and will not
be registered under the Securities Act of 1933, as
F-1
125
amended (the "Securities Act") or any state securities law and agree that the
Excess Collateral 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 or (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).
4. We have neither acquired nor will we Transfer any Excess Collateral
we acquire (or any interest therein) or cause any Excess Collateral (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 Excess Collateral, a partnership, Subchapter S corporation or grantor
trust for United States federal income tax purposes or, if we are such a Person,
the Excess Collateral does not represent more than 50% of the value of all of
our assets.
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 Excess Collateral is effectively
connected with a such person's conduct of a trade or business within the United
States (within the meaning 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. 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 Excess
Collateral, 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 Excess Collateral, 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
F-2
126
any previously delivered form (and, in each case, such other certifications,
representations or opinions of counsel as may be requested by the Trustee). We
recognize that if we are a tax-exempt entity, payments with respect to the
Excess Collateral may constitute unrelated business taxable income.
7. We understand that a subsequent Transfer of the Excess Collateral
will be void if such Transfer would cause the number of Targeted Holders (as
defined in the Series 1998-5 Supplement) to exceed ninety nine.
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 and 5.
9. We are 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 Excess Collateral,
and we and any account for which we are acting are each able to bear the
economic risk of our or its investment.
10. We are acquiring the Excess Collateral 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.
11. We are not (a) an "employee benefit plan" (as defined in Section
3(3) of ERISA), including governmental plans and church plans, (b) a plan
described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended
(the "Code") including individual retirement accounts and Xxxxx plans, or (c)
any other entity whose underlying assets include "plan assets" (as defined in
United States Department of Labor ("DOL") Regulation Section 2510.3-101, 29
C.F.R. ss.2510.3-101 or otherwise under ERISA) by reason of a plan's investment
in the entity, including, without limitation, an insurance company general
account
12. We understand that any purported Transfer of any Excess Collateral
Amount 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 Excess Collateral occurring any time
after the Transfer in which it acquired such Excess Collateral) shall be null
and void and the purported transferee shall not be recognized by the Trust or
any other person as an Excess Collateral Holder for any purpose.
F-3
127
13. We further understand that, on any proposed resale, pledge or
transfer of any Excess Collateral, we will be required to furnish to the Trustee
and the Registrar, such certifications 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
Excess Collateral and the Pooling and Servicing Agreement pursuant to which the
Excess Collateral were issued and we agree that if we determine to Transfer any
Excess Collateral, 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 Excess Collateral 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 Excess Collateral has been duly authorized by such beneficial
purchaser of the Excess Collateral to do so.
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,
[full legal name of purchaser]
By:___________________________
Name:
Title:
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