EXHIBIT 99.1
________________________________________________________________________________
FIRST USA BANK
Transferor and Servicer
and
THE BANK OF NEW YORK (DELAWARE)
on behalf of the Certificateholders
_____________________________
SERIES 1996-7 SUPPLEMENT
Dated as of December 11, 1996
to
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1992, as amended
_____________________________
$582,000,000
FIRST USA CREDIT CARD MASTER TRUST
Series 1996-7
________________________________________________________________________________
TABLE OF CONTENTS
Page
----
SECTION 1 Designation.................... 1
SECTION 2 Definitions.................... 2
SECTION 3. Reassignment and
Transfer Terms................. 29
SECTION 4. Delivery and Payment
for the Series 1996-7
Certificates................... 30
SECTION 5. Form of Delivery of
Series 1996-7 Certificates..... 30
SECTION 6. Article IV of Agreement........ 30
Article IV Rights of Certificate
holders and Allocation
and Application of
Collections.................... 32
Section 4.04 Rights of Certificate
holders........................ 32
Section 4.05 Collections and Allocation..... 33
Section 4.06 Determination of
Monthly Interest for
the Series 1996-7 Certificates. 38
Section 4.07 Determination of
Monthly Principal.............. 41
Section 4.08 Coverage of Required
Amount for the
Investor Certificates.......... 42
Section 4.09 Monthly Payments............... 43
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Page
----
Section 4.10 Payment of Certificate
Interest.......................... 49
Section 4.11 [Reserved]........................ 50
Section 4.12 Investor Charge-Offs.............. 50
Section 4.13 Excess Finance Charge
Collections for the
Series 1996-7 Certificates........ 52
Section 4.14 Reallocated Principal
Collections for the
Series 1996-7 Certificates........ 54
Section 4.15 Determination of LIBOR............ 56
Section 4.16 Principal Funding Account......... 58
Section 4.17 Reserve Account................... 59
SECTION 7. Article V of the
Agreement......................... 62
Article V Distributions and
Reports to Investor
Certificateholders................ 62
Section 5.01 Distributions..................... 62
Section 5.02 Monthly
Certificateholders'
Statement......................... 64
SECTION 8. Article VI of the
Agreement......................... 67
Article VI The Certificates.................. 67
Section 6.15 Global Certificates............... 67
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Page
----
Section 6.16 Exchange of Temporary
Global Certificates
for Permanent Global
Certificates..................... 68
Section 6.17 Exchange of Permanent
Global Certificates
for Bearer Certificates.......... 70
Section 6.18 Monthly Payment Coupons.......... 72
SECTION 9. Series 1996-7 Pay Out
Events........................... 72
SECTION 10. Series 1996-7 Termination........ 75
SECTION 11. Periodic Finance
Charges and Other Fees........... 75
SECTION 12. Transfers of CIA Cer-
tificates; Legends............... 76
SECTION 13. Compliance with
Withholding Requirements......... 80
SECTION 14. Tax Characterization
of the CIA Certificates.......... 81
SECTION 15. Amendment and Ratifi-
cation of Agreement.............. 81
SECTION 16. Counterparts..................... 81
SECTION 17. GOVERNING LAW.................... 82
SECTION 18. Additional Representa-
tions and Warranties
of the Servicer.................. 82
iii
EXHIBITS
EXHIBIT A-1 Form of Class A Temporary Global Certificate
EXHIBIT A-2 Form of Class A Permanent Global Certificate
EXHIBIT A-3 Form of Class A Bearer Certificate
EXHIBIT B-1 Form of Class B Temporary Global Certificate
EXHIBIT B-2 Form of Class B Permanent Global Certificate
EXHIBIT B-3 Form of Class B Bearer Certificate
EXHIBIT C Form of CIA Certificate
EXHIBIT D Form of Monthly Allocations and Payment
Instructions and Notification to the Trustee
EXHIBIT E Form of Monthly Certificateholders' Statement
EXHIBIT F-1 Form of Class [A/B] Interest Coupon
EXHIBIT F-2 Form of Class [A/B] Special Coupon
EXHIBIT F-3 Form of Monthly Payment Coupon
EXHIBIT G-1 Form of Clearance System Certificate to be Given to the
Trustee by Euroclear or Cedel
EXHIBIT G-2 Form of Certificate to be Delivered to
Euroclear or Cedel by a Beneficial Owner of
Certificates
EXHIBIT H Form of Transferee Representation Letter
iv
SERIES 1996-7 SUPPLEMENT, dated as of December 11, 1996 (this "Series
------
Supplement") by and between FIRST USA BANK, a Delaware chartered banking
----------
corporation, as Transferor and Servicer, and THE BANK OF NEW YORK (DELAWARE),
as Trustee under the Pooling and Servicing Agreement dated as of September 1,
1992 between FIRST USA BANK, as Transferor and Servicer, and the Trustee, as
amended (the "Agreement").
---------
Section 6.09 of the Agreement provides, among other things, that the
Transferor and the Trustee may at any time and from time to time enter into a
supplement to the Agreement for the purpose of authorizing the issuance by the
Trustee to the Transferor for the execution and redelivery to the Trustee for
authentication of one or more Series of Certificates. The Transferor has
tendered the Exchange Notice required by subsection 6.09(b) of the Agreement and
hereby enters into this Series Supplement with the Trustee as required by
subsection 6.09(c) of the Agreement to provide for the issuance, authentication
and delivery of the Investor Certificates of Series 1996-7 (the "Series 1996-7
-------------
Certificates").
------------
Pursuant to this Series Supplement, the Transferor and the Trustee
shall create a new Series of Investor Certificates and shall specify the
Principal Terms thereof. The Series 1996-7 Certificates shall not be
subordinated to any other Series.
SECTION 1. Designation. There is hereby created a Series of
-----------
Investor Certificates to be issued pursuant to the Agreement and this Series
Supplement to be known generally as the "Series 1996-7 Certificates." The Series
--------------------------
1996-7 Certificates shall be issued in three Classes, which shall be designated
generally as the Class A Floating Rate Asset Backed Certificates, Series 1996-7
(the "Class A Certificates"), the Class B Floating Rate Asset Backed
--------------------
Certificates, Series 1996-7 (the "Class B Certificates") and the CIA
--------------------
Certificates, Series 1996-7 (the "CIA Certificates"). The CIA Certificates will
----------------
be treated as a Class of Certificates for all purposes under the Agreement and
this Series Supplement; provided, however, that the provisions of subsection
-------- -------
6.09(b) with respect to the delivery of an Opinion of Counsel to the effect that
a newly issued Series of Investor Certificates will be treated as debt for
Federal income tax purposes will not apply to the CIA Certificates.
1
SECTION 2. Definitions. In the event that any term or provision
-----------
contained herein shall conflict with or be inconsistent with any provision
contained in the Agreement, the terms and provisions of this Series Supplement
shall govern. All Article, Section or subsection references herein shall mean
Article, Section or subsections of the Agreement, except as otherwise provided
herein. All capitalized terms not otherwise defined herein are defined in the
Agreement. Each capitalized term defined herein shall relate only to the Series
1996-7 Certificates and no other Series of Certificates issued by the Trust.
"A/B Distribution Account" shall have the meaning specified in
------------------------
subsection 4.02(c)(i) of the Agreement.
"Accumulation Period" shall mean, unless a Pay Out Event shall
-------------------
have occurred prior thereto, the period commencing at the close of business on
January 31, 1999, 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 1996-7
Termination Date.
"Accumulation Period Factor" shall mean, for any Monthly Period,
--------------------------
a 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 1996-7) 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 in subsection 4.09(i) of the Agreement.
"Accumulation Shortfall" shall initially mean zero and shall
----------------------
thereafter mean, with respect to any Monthly Period during the Accumulation
Period, the excess, if any, of the Controlled Deposit Amount for the previous
Monthly Period over the amount deposited into the Princi-
2
pal 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 1996-7 Certificates for
the previous Monthly Period.
"Adjusted Invested Amount" shall mean, with respect to any date of
------------------------
determination, an amount equal to the sum of the Class A Adjusted Invested
Amount, the Class B Adjusted Invested Amount and the CIA Adjusted Invested
Amount.
"Agreement" shall mean the Pooling and Servicing Agreement dated as of
---------
September 1, 1992 between First USA Bank, as Transferor and Servicer, and
the Trustee, as amended.
"Amortization Period" shall mean, with respect to the Series 1996-7
-------------------
Certificates, the period commencing on the earlier of (a) the first day of the
Accumulation Period, or (b) the Pay Out Commencement Date, and continuing to and
including the earlier of (i) the payment in full to the Class A
Certificateholders of the Class A Invested Amount, to the Class B
Certificateholders of the Class B Invested Amount and to the CIA
Certificateholders of the CIA Invested Amount, and (ii) the Scheduled Series
1996-7 Termination Date.
"Available Investor Principal Collections" shall mean, with respect
----------------------------------------
to 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 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.
3
"Available Reserve Account Amount" shall mean, with respect to any
--------------------------------
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
-------------------------
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
---------
the weighted average of the Class A Certificate Rate, the Class B Certificate
Rate and the CIA Certificate Rate as of the last day of such Monthly Period
(weighted based on the Class A Invested Amount, the Class B Invested Amount and
the CIA Invested Amount, respectively, as of the last day of such Monthly
Period) plus the product of 2.00% and the percentage equivalent of a fraction
----
the numerator of which is the Adjusted Invested Amount and the denominator of
which is the Invested Amount each as of the last day of such Monthly Period.
"Bearer Certificates" shall have the meaning specified in subsection
-------------------
6.17 of the Agreement.
"Business Day" shall mean, for the purpose of determining LIBOR, any
------------
day other than a Saturday, Sunday or day on which banking institutions in
London, England, trading in Dollar deposits in the London interbank market, or
banking institutions in New York, New York, or in New-
4
ark, 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 January 13, 1997 and the second Business
----------------
Day (as defined for purposes of determining LIBOR) prior to the 15th day of each
calendar month thereafter, or if such 15th day is not a Business Day, the next
succeeding Business Day.
"CIA Account Percentage" shall mean, with respect to any Determination
----------------------
Date, the percentage equivalent of a fraction, the numerator of which is the
aggregate amount deposited in the Principal Funding Account on prior Transfer
Dates pursuant to subsection 4.09(e)(iii) and the denominator of which is the
aggregate amount on deposit in the Principal Funding Account as of the last day
of the preceding Monthly Period.
"CIA Adjusted Invested Amount" shall mean, with respect to any date
----------------------------
of determination, an amount not less than zero equal to the CIA Invested
Amount minus the excess, if any, of the Principal Funding Account Balance over
-----
the sum of the Class A Invested Amount and the Class B Invested Amount on such
date of determination.
"CIA Available Funds" shall mean, with respect to any Monthly
-------------------
Period, an amount equal to the sum of (a) the CIA Floating Allocation Percentage
of the Collections of Finance Charge Receivables in respect of such Monthly
Period and (b) with respect to any Monthly Period during the Accumulation Period
prior to the payment in full of the CIA Invested Amount, the product of (i) the
CIA Account Percentage and (ii) the sum of the Principal Funding Investment
Proceeds pursuant to subsection 4.16(b) of the Agreement, if any, with respect
to the related Transfer Date and amounts, if any, to be withdrawn from the
Reserve Account which will be deposited into the Finance Charge Account on the
related Transfer Date pursuant to subsections 4.17(b), 4.17(d), 4.17(e) and
4.17(f) of the Agreement.
"CIA Certificateholder" shall mean the Person in whose name a CIA
---------------------
Certificate is registered in the Certificate Register.
5
"CIA Certificateholders' Interest" shall mean the portion of the
--------------------------------
Series 1996-7 Certificateholders' Interest evidenced by the CIA Certificates.
"CIA Certificate Rate" shall mean a per annum rate of 1.00% in excess
--------------------
of LIBOR, as determined on the related LIBOR Determination Date or such
lesser rate as may be designated in the Spread Account Agreement.
"CIA Certificates" shall mean any of the certificates executed by the
----------------
Transferor and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit C hereto.
---------
"CIA Default Interest" shall have the meaning specified in subsection
--------------------
4.06(c) of the Agreement.
"CIA Distribution Account" shall have the meaning specified in
------------------------
subsection 4.02(c)(ii) of the Agreement.
"CIA 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 CIA Invested Amount at the end of the
last day of the Revolving Period and the denominator of which is the greater of
(a) the total amount of Principal Receivables in the Trust at the end of the
last day of the preceding Monthly Period and (b) the sum of the numerators used
to calculate fixed/floating allocation percentages with respect to all Series
then outstanding on the applicable Distribution Date; provided, however, that
-------- -------
with 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
6
related Addition Date or Removal Date, as applicable, for the period from and
including such Addition Date or Removal Date, as applicable, to and including
the last day of such Monthly Period.
"CIA Floating Allocation Percentage" shall mean, with respect to any
----------------------------------
Monthly Period, the percentage equivalent of a fraction, the numerator of which
is the CIA Adjusted Invested Amount as of the last day of the preceding Monthly
Period and the denominator of which is 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 CIA Floating
-------
Allocation Percentage shall mean the percentage equivalent of a fraction, the
numerator of which is the CIA Initial Invested Amount and the denominator of
which is the total amount of Principal Receivables on the Closing Date; provided
--------
further, that with respect to any Monthly Period in which an Addition Date or
-------
Removal Date occurs and the Servicer need not make daily deposits of Collections
into the Collection Account, the denominator in the definition of the CIA
Floating Allocation Percentage shall be the Average Principal Balance; provided
--------
further, that with respect to any Monthly Period in which an Addition Date or
-------
Removal Date occurs and the Servicer is required to make daily deposits of
Collections into the Collection Account, the denominator in the definition of
the CIA Floating Allocation Percentage shall be (1) the aggregate amount of
Principal Receivables in the Trust at the end of the day on the last day of the
prior Monthly Period for the period from and including the first day of such
Monthly Period to but excluding the related Addition Date or Removal Date, as
applicable, and (2) the aggregate amount of Principal Receivables in the Trust
at the end of the day on the related Addition Date or Removal Date, as
applicable, for the period from and including such Addition Date or Removal
Date, as applicable, to and including the last day of such Monthly Period.
"CIA Initial Invested Amount" shall mean the aggregate initial
---------------------------
principal amount of the CIA Certificates, which is $55,290,000.
"CIA Interest Shortfall" shall have the meaning specified in
----------------------
subsection 4.06(c) of the Agreement.
7
"CIA Invested Amount" shall mean, when used with respect to any date
-------------------
of determination, an amount equal to (a) the CIA Initial Invested Amount, minus
(b) the aggregate amount of principal payments made to CIA Certificate holders
prior to such day, minus (c) the aggregate amount of CIA Investor Charge-Offs
-----
for all prior Distribution Dates pursuant to subsection 4.12(c) of the
Agreement, minus (d) the aggregate amount of the Reallocated Principal
-----
Collections allocated on all prior Distribution Dates pursuant to Section 4.14
of the Agreement (but in the aggregate not in excess of the CIA Initial Invested
Amount), minus (e) an amount equal to the amount by which the CIA Invested
Amount has been reduced on all prior Distribution Dates pursuant to subsections
4.12(a) and (b) of the Agreement and plus (f) the aggregate amount of Excess
----
Finance Charge Collections allocated and available on all prior Transfer Dates
pursuant to subsection 4.13(i) of the Agreement, for the purpose of reimbursing
amounts deducted pursuant to the foregoing clauses (c), (d) and (e); provided,
--------
however, that the CIA Invested Amount may not be reduced below zero.
-------
"CIA Investor Charge-Offs" shall have the meaning specified in
------------------------
subsection 4.12(c) of the Agreement.
"CIA Investor Default Amount" shall mean, with respect to each
---------------------------
Distribution Date and each Receivable in an Account which became a Defaulted
Account during the related Monthly Period, an amount equal to the product of the
aggregate Default Amount for the related Monthly Period and the CIA Investor
Percentage applicable for the related Monthly Period.
"CIA Investor Percentage" shall mean for any Monthly Period, (a) with
-----------------------
respect to Defaulted Receivables and Finance Charge Receivables at any time or
Principal Receivables during the Revolving Period, the CIA Floating Allocation
Percentage, and (b) with respect to Principal Receivables during the
Amortization Period, the CIA Fixed/Floating Allocation Percentage.
"CIA Monthly Interest" shall mean the monthly interest distributable
--------------------
in respect of the CIA Invested Amount as calculated in accordance with
subsection 4.06(c) of the Agreement.
8
"CIA Monthly Principal" shall mean the monthly principal distributable
---------------------
in respect of the CIA Invested Amount as calculated in accordance with
subsection 4.07(c) of the Agreement.
"CIA Monthly Servicing Fee" shall mean, with respect to any
-------------------------
Distribution Date, one-twelfth of the product of the Series Servicing Fee
Percentage and the CIA Adjusted Invested Amount on the last day of the preceding
Monthly Period; provided, however, that with respect to the initial Monthly
-------- -------
Period the CIA Monthly Servicing Fee shall be $47,716.
"CIA Paying Agent" shall mean, with respect to the CIA Certificates,
----------------
The Bank of New York.
"CIA 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.
"CIA Scheduled Payment Date" shall mean the February 2000 Distribution
--------------------------
Date.
"Class A Account Percentage" shall mean, with respect to any
--------------------------
Determination Date, the percentage equivalent of a fraction, the numerator of
which is the aggregate amount deposited in the Principal Funding Account on
prior Transfer Dates pursuant to subsection 4.09(e)(i) and the denominator of
which is the aggregate amount on deposit in the Principal Funding Account as of
the last day of the preceding Monthly Period.
"Class A Adjusted Invested Amount" shall mean, with respect to any
--------------------------------
date of determination, an amount not
9
less than zero equal to the Class A Invested Amount minus the Principal
-----
Funding Account Balance on such date of determination.
"Class A Available Funds" shall mean, with respect to any Monthly
-----------------------
Period, an amount equal to the sum of (a) the Class A Floating Allocation
Percentage of the Collections of Finance Charge Receivables in respect of such
Monthly Period and (b) with respect to any Monthly Period during the
Accumulation Period prior to the payment in full of the Class A Invested Amount,
the product of (i) the Class A Account Percentage and (ii) the sum of the
Principal Funding Investment Proceeds pursuant to subsection 4.16(b) of the
Agreement, if any, with respect to the related Transfer Date and 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 Bearer Certificates" shall have the meaning specified in
---------------------------
subsection 6.17 of the Agreement.
"Class A Certificate Rate" shall mean 5.68875% from and including
------------------------
December 11, 1996 through and including January 9, 1997, and with respect to
each Interest Period thereafter, a per annum rate of 0.095% in excess of LIBOR
as determined on the related LIBOR Determination Date.
"Class A Certificateholder" shall mean the Person who holds a Class
-------------------------
A Global Certificate or a Class A Bearer Certificate.
"Class A Certificateholders' Interest" shall mean the portion of
------------------------------------
the Series 1996-7 Certificateholders' Interest evidenced by the Class A
Certificates.
"Class A Certificates" shall mean any of the certificates executed by
--------------------
the Transferor and authenticated by or on behalf of the Trustee, substantially
in the form of Exhibit A hereto.
---------
"Class A Default Interest" shall have the meaning specified in
------------------------
subsection 4.06(a) of the Agreement.
"Class A Floating Allocation Percentage" shall mean, with respect
--------------------------------------
to any Monthly Period, the percentage
10
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,
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that, with respect to the first Monthly Period, the Class A Floating Allocation
Percentage shall mean the percentage equivalent of a fraction, the numerator of
which is the Class A Initial Invested Amount and the denominator of which is the
total amount of Principal Receivables in the Trust on the Closing Date; provided
--------
further, that with respect to any Monthly Period in which an Addition Date or a
-------
Removal Date occurs and the Servicer need not make daily deposits of Collections
into the Collection Account, the denominator in the definition of the Class A
Floating Allocation Percentage shall be the Average Principal Balance; provided
--------
further, that with respect to any Monthly 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.
"Class A Global Certificate" shall mean the Class A Temporary Global
--------------------------
Certificate and the Class A Permanent Global Certificate.
"Class A Initial Invested Amount" shall mean the aggregate initial
-------------------------------
principal amount of the Class A Certificates, which is $483,060,000.
"Class A Interest Shortfall" shall have the meaning specified in
--------------------------
subsection 4.06(a) of the Agreement.
"Class A Invested Amount" shall mean, when used with respect to any
-----------------------
date of determination, an amount equal to (a) the Class A Initial Invested
Amount, minus (b) the aggregate amount of principal payments made
-----
to Class A
11
Certificateholders prior to such day and minus (c) the excess, if any, of
-----
the aggregate amount of Class A Investor Charge-Offs over Class A Investor
Charge-Offs reimbursed pursuant to subsection 4.12(a) of the Agreement prior to
such day.
"Class A Investor Charge-Offs" shall have the meaning specified
----------------------------
in subsection 4.12(a) of the Agreement.
"Class A Investor Default Amount" shall mean, with respect to
-------------------------------
each Distribution Date and each Receivable in an Account which became a
Defaulted Account during the related Monthly Period, an amount equal to the
product of the aggregate Default Amount for the related Monthly Period and the
applicable Class A Investor Percentage for the related Monthly Period.
"Class A Investor Percentage" shall mean for any Monthly Period,
---------------------------
(a) with respect to Defaulted Receivables and Finance Charge Receivables at any
time and Principal Receivables during the Revolving Period, the Class A Floating
Allocation Percentage, and (b) with respect to Principal Receivables during the
Amortization Period, the Fixed/Floating Allocation Percentage.
"Class A Monthly Interest" shall mean the monthly interest
------------------------
distributable in respect of the Class A Certificates as calculated in accordance
with subsection 4.06(a) of the Agreement.
"Class A Monthly Principal" shall mean the monthly principal
-------------------------
distributable in respect of the Class A Certificates as calculated in accordance
with subsection 4.07(a) of the Agreement.
"Class A Monthly Servicing Fee" shall mean, with respect to any
-----------------------------
Distribution Date, one-twelfth of the product of the Series Servicing Fee
Percentage and the Class A Adjusted Invested Amount on the last day of the
preceding Monthly Period; provided, however, that with respect to the initial
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Monthly Period the Class A Monthly Servicing Fee shall be $416,887.
"Class A Outstanding Principal Balance" shall mean, when used
-------------------------------------
with respect to any date of determination, an amount equal to (a) the Class A
Initial Invested Amount, minus (b) the aggregate amount of principal pay-
-----
12
ments made to the Class A Certificateholders prior to such day.
"Class A Permanent Global Certificate" shall have the meaning
------------------------------------
specified in subsection 6.15(a) of the Agreement.
"Class A Pool Factor" shall mean, with respect to any Record
-------------------
Date, a number carried out to seven decimal places representing the ratio of the
Class A Invested Amount as of such Record Date (determined after taking into
account any increases or decreases in the Class A Invested Amount which will
occur on the following Distribution Date) to the Class A Initial Invested
Amount.
"Class A Required Amount" shall have the meaning specified in Section
-----------------------
4.08 of the Agreement.
"Class A Scheduled Payment Date" shall mean the February 2000
------------------------------
Distribution Date.
"Class A Temporary Global Certificate" shall have the meaning
------------------------------------
specified in subsection 6.15(a) of the Agreement.
"Class B Account Percentage" shall mean, with respect to any
--------------------------
Determination Date, the percentage equivalent of a fraction, the numerator of
which is the aggregate amount deposited in the Principal Funding Account on
prior Transfer Dates pursuant to subsection 4.09(e)(ii) and the denominator of
which is the aggregate amount on deposit in the Principal Funding Account as of
the last day of the preceding Monthly Period.
"Class B Adjusted Invested Amount" shall mean, with respect to
--------------------------------
any date of determination, an amount not less than zero equal to the Class B
Invested Amount minus the excess, if any, of the Principal Funding Account
-----
Balance over the Class A Invested Amount on such date of determination.
"Class B Available Funds" shall mean, with respect to any
-----------------------
Monthly Period, an amount equal to the sum of (a) the Class B Floating
Allocation Percentage of the Collections of Finance Charge Receivables in
respect of such Monthly Period and (b) with respect to any Monthly Period during
the Accumulation Period prior to the payment
13
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 amounts, if any, to be withdrawn from the Reserve
Account which will be deposited into the Finance Charge Account on the related
Transfer Date pursuant to subsections 4.17(b), 4.17(d), 4.17(e) and 4.17(f) of
the Agreement.
"Class B Bearer Certificates" shall have the meaning specified in
---------------------------
Section 6.17 of the Agreement.
"Class B Certificate Rate" shall mean 5.88375% from and including
------------------------
December 11, 1996 through and including January 9, 1997 and with respect to each
Interest Period thereafter, a per annum rate of 0.29% in excess of LIBOR, as
determined on the related LIBOR Determination Date.
"Class B Certificateholder" shall mean the Person who holds a
-------------------------
Class B Global Certificate or a Class B Bearer Certificate.
"Class B Certificateholders' Interest" shall mean the portion of
------------------------------------
Series 1996-7 Certificateholders' Interest evidenced by the Class B
Certificates.
"Class B Certificates" shall mean any of the certificates
--------------------
executed by the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit B hereto.
---------
"Class B Default Interest" shall have the meaning specified in
------------------------
subsection 4.06(b) of the Agreement.
"Class B Fixed/Floating Allocation Percentage" shall mean for any
--------------------------------------------
Monthly Period during the Amortization Period the percentage equivalent of a
fraction, the numerator of which is the Class B Invested Amount at the end of
the last day of the Revolving Period and the denominator of which is the greater
of (a) the total amount of Principal Receivables in the Trust at the end of the
last day of the preceding Monthly Period and (b) the sum of the numerators used
to calculate fixed/floating allocation percentages with respect to all Series
then outstanding on the applicable Distribution Date; provided, however, that
-------- -------
with respect to any Monthly Period in which an Addition
14
Date or Removal Date occurs and the Servicer need not make daily deposits of
Collections into the Collection Account, the denominator determined pursuant to
clause (a) shall be the Average Principal Balance; provided further, however,
-------- ------- -------
that with respect to any Monthly Period in which an Addition Date or Removal
Date occurs and the Servicer is required to make daily deposits of Collections
into the Collection Account, the denominator determined pursuant to clause (a)
hereof shall be (1) the aggregate amount of Principal Receivables in the Trust
at the end of the day on the last day of the prior Monthly Period for the period
from and including the first day of such Monthly Period to but excluding the
related Addition Date or Removal Date, as applicable, and (2) the aggregate
amount of Principal Receivables in the Trust at the end of the day on the
related Addition Date or Removal Date, as applicable, for the period from and
including such Addition Date or Removal Date, as applicable, to and including
the last day of such Monthly Period.
"Class B Floating Allocation Percentage" shall mean, with respect to
--------------------------------------
any Monthly Period, the percentage equivalent of a fraction, the numerator of
which is the Class B Adjusted Invested Amount as of the last day of the
preceding Monthly Period and the denominator of which is the total amount of
Principal Receivables in the Trust as of the last day of such preceding Monthly
Period; provided however, that, with respect to the first Monthly Period, the
-------- -------
Class B Floating Allocation Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Class B Initial Invested Amount and the
denominator of which is the total amount of Principal Receivables on the Closing
Date; provided further, that with respect to any Monthly Period in which an
-------- -------
Addition Date or Removal Date occurs and the Servicer need not make daily
deposits of Collections into the Collection Account, the denominator in the
definition of the Class B Floating Allocation Percentage shall be the Average
Principal Balance; provided further, that with respect to 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
15
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 Global Certificate" shall mean the Class B Temporary Global
--------------------------
Certificate and the Class B Permanent Global Certificate.
"Class B Initial Invested Amount" shall mean the aggregate initial
-------------------------------
principal amount of the Class B Certificates, which is $43,650,000.
"Class B Interest Shortfall" shall have the meaning specified in
--------------------------
subsection 4.06(b) of the Agreement.
"Class B Invested Amount" shall mean, when used with respect to
-----------------------
any date of determination, an amount equal to (a) the Class B Initial Invested
Amount, minus (b) the aggregate amount of principal payments made to Class B
-----
Certificateholders prior to such day, minus (c) the aggregate amount of
-----
Class B Investor Charge-Offs for all prior Distribution Dates, minus (d) the
-----
amount of the Reallocated Class B Principal Collections allocated on all prior
Distribution Dates for which the CIA Invested Amount has not been reduced
pursuant to subsection 4.14(a) of the Agreement, minus (e) an amount equal to
-----
the amount by which the Class B Invested Amount has been reduced on all prior
Distribution Dates pursuant to subsection 4.12(a) of the Agreement and plus (f)
----
the amount of Excess Finance Charge Collections allocated and available on all
prior Transfer Dates pursuant to subsection 4.13(e) of the Agreement, for the
purpose of reimbursing amounts deducted pursuant to the foregoing clauses (c),
(d) and (e); provided, however, that the Class B Invested Amount may not be
--------- -------
reduced below zero.
"Class B Investor Charge-Offs" shall have the meaning specified in
----------------------------
subsection 4.12(b) of the Agreement.
"Class B Investor Default Amount" shall mean, with respect to each
-------------------------------
Distribution Date and each Receivable in an Account which became a Defaulted
Account during the related Monthly Period, an amount equal to the product of
16
the aggregate Default Amount for the related Monthly Period and the Class B
Investor Percentage applicable for the related Monthly Period.
"Class B Investor Percentage" shall mean for any Monthly Period,
---------------------------
(a) with respect to Defaulted Receivables and Finance Charge Receivables at any
time or Principal Receivables during the Revolving Period, the Class B Floating
Allocation Percentage, and (b) with respect to Principal Receivables during the
Amortization Period, the Class B Fixed/Floating Allocation Percentage.
"Class B Monthly Interest" shall mean the monthly interest
------------------------
distributable in respect of the Class B Certificates as calculated in
accordance with subsection 4.06(b) of the Agreement.
"Class B Monthly Principal" shall mean the monthly principal
-------------------------
distributable in respect of the Class B Certificates as calculated in accordance
with subsection 4.07(b) of the Agreement.
"Class B Monthly Servicing Fee" shall mean, with respect to any
-----------------------------
Distribution Date, one-twelfth of the product of the Series Servicing Fee
Percentage and the Class B Adjusted Invested Amount on the last day of the
preceding Monthly Period; provided, however, that with respect to the initial
-------- -------
Monthly Period the Class B Monthly Servicing Fee shall be $37,671.
"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 Permanent Global Certificate" shall have the meaning
------------------------------------
specified in subsection 6.15(b) of the Agreement.
"Class B Pool Factor" shall mean, with respect to any Record
-------------------
Date, a number carried out to seven decimal places representing the ratio of the
Class B Invested Amount as of such Record Date (determined after taking into
account any increases or decreases in the Class B
17
Invested Amount which will occur on the following Distribution Date) to the
Class B Initial Invested Amount.
"Class B Principal Commencement Date" shall mean (a) with respect
-----------------------------------
to the Accumulation Period, the 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 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 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 February 2000
------------------------------
Distribution Date.
"Class B Temporary Global Certificate" shall have the meaning
------------------------------------
specified in subsection 6.15(b) of the Agreement.
"Closing Date" shall mean December 11, 1996.
------------
"Common Depositary" shall mean, with respect to the Class A
-----------------
Certificates and the Class B Certificates, Union Bank of Switzerland, London
Branch, in its capacity as common depositary for the respective accounts of any
Foreign Clearing Agencies or any successor thereto.
"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, $48,500,000; provided, however, that if the Accumulation Period
-------- -------
Length is determined to be less than 12 months pursuant to subsection 4.09(i) of
the Agreement, the Controlled Accumulation Amount for each Transfer Date with
respect to the Accumulation Period prior to the payment in full of the Invested
Amount will be equal to (i) the product of (x) the Initial Invested Amount and
(y) the Accumulation Period Factor for such Monthly Period divided by (ii) the
Required Accumulation Factor Number.
18
"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.
"Coupons" shall have the meaning specified in subsection 6.17 of the
-------
Agreement.
"Covered Amount" shall mean, with respect to any Interest Period
--------------
during the Accumulation Period prior to the payment in full of the Invested
Amount, the product of (a) a fraction, the numerator of which is the actual
number of days in such Interest Period and the denominator of which is 360, (b)
the weighted average of the Class A Certificate Rate, the Class B Certificate
Rate and the CIA Certificate Rate in effect with respect to the related Interest
Period, and (c) the Principal Funding Account Balance up to the Invested Amount
as of the last day of the Monthly Period preceding the Monthly Period in which
such Interest Period ends.
"Daily Deposit Date" shall mean the Determina tion Date on which the
------------------
Excess Spread Percentage (as defined in the Spread Account Agreement) for the
Monthly Period preceding such date is less than 2.50% per annum.
"Default Interest" shall mean, with respect to any Distribution Date,
----------------
the sum of Class A Default Interest, Class B Default Interest and CIA Default
Interest distributable in respect of the Investor Certificates as calculated in
accordance with Section 4.06 of the Agreement.
"Determination Date" shall mean the third Business Day prior to each
------------------
Distribution Date.
"Distribution Accounts" shall mean the A/B Distribution Account and
---------------------
the CIA Distribution Account, collectively.
"Distribution Date" shall mean January 10, 1997, and the 10th day of
-----------------
each calendar month thereafter, or if such 10th 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
19
Certificates and the CIA Certificates, and with respect to the Class B
Certificates, the subordination of the CIA Certificates.
"Enhancement Provider" shall mean the CIA Certificateholders.
--------------------
"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.
"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
-------- -------
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,
20
defined in Section 3(32) of ERISA, subject to any federal, state or local law
which is, to a material extent, similar to the provisions of Section 406 of
ERISA or Section 4975 of the Code, (iv) an entity whose underlying assets
include plan assets by reason of a plan's investment in the entity or (v) a
person investing "plan assets" of any such plan (including for purposes of
clause (iv) or (v) any insurance company general account, but excluding any
entity registered under the Investment Company Act of 1940, as amended).
THE FOLLOWING REPRESENTATION MUST BE GIVEN BY ALL PLAN PURCHASERS
11. We are either (i) an employee benefit plan (as defined in Section 3
(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")
that is subject to the provisions of Title I of ERISA, (ii) a plan described in
Section 4975 (e) (1) of the Internal Revenue Code of 1986, as amended, (iii) a
governmental plan, as defined in Section 3 (32) of ERISA, subject to any
federal, state or local law which is, to a material extent, similar to the
provisions of Section 406 of ERISA or Section 4975 of the Code, (iv) an entity
whose underlying assets include plan assets by reason of a plan's investment in
the entity or (v) a person investing "plan assets" of any such plan (including
for purposes of clause (iv) or (v) any insurance company general account, but
excluding any entity registered under the Investment Company Act of 1940, as
amended) (each Person described in clauses (i) through (v), a "Plan Purchaser")
and we acknowledge and understand that at no time shall the aggregate percentage
of the CIA Invested Amount Transferred to Plan Purchasers equal or exceed 25% of
the CIA Invested Amount.
12. We understand that any purported Transfer of any CIA Certificate in
contravention of the restrictions and conditions in paragraphs 1 through 11
above (including any violation of the representation in paragraph 5 by an
investor who continues to hold a CIA Certificate occurring any time after the
Transfer in which it acquired such CIA Certificate) shall be null and void and
the purported transferee shall not be recognized by the Trust or any other
person as a CIA Certificateholder for any purpose.
H-5
Adjusted Invested Amount with respect to any date of determination.
"Investor Certificateholder" shall mean each Holder of record of an
--------------------------
Investor Certificate of Series 1996-7.
"Investor Certificates" shall mean the Class A Certificates, the
---------------------
Class B Certificates and the CIA Certificates.
"Investor Default Amount" shall mean, with respect to each
-----------------------
Distribution Date, an amount equal to the sum of (a) the Class A Investor
Default Amount for such Distribution Date, (b) the Class B Investor Default
Amount for such Distribution Date and (c) the CIA Investor Default Amount for
such Distribution Date.
"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 $502,274.
"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 December 9, 1996 for the period
------------------------
from and including December 11, 1996 through and including January 9, 1997 and
the second Business Day prior to the commencement of the second and each
subsequent Interest Period.
22
"London Business Day" shall mean any Business Day on which dealings in
-------------------
deposits in United States dollars are transacted in the London interbank market.
"Luxembourg Paying Agent" shall mean Banque de Luxembourg, or any
-----------------------
successor thereto.
"Minimum Transferor Interest" shall mean, with respect to any period,
---------------------------
7% of the average of the aggregate amount of Principal Receivables for such
period.
"Monthly Interest" shall mean, with respect to any Distribution
----------------
Date, the sum of the Class A Monthly Interest, the Class B Monthly Interest and
the CIA Monthly Interest distributable in respect of the Series 1996-7
Certificates as calculated in accordance with Section 4.06 of the Agreement.
"Monthly Payment Coupons" shall have the meaning specified in Section
-----------------------
6.18 of the Agreement.
"Monthly Period" shall have the meaning specified in the Agreement,
--------------
except that the first Monthly Period with respect to the Series 1996-7
Certificates shall begin on and include the Closing Date and shall end on and
include December 31, 1996.
"Monthly Principal" shall mean the monthly principal distributable in
-----------------
respect of the Series 1996-7 Certificates as calculated in accordance with
Section 4.07 of the Agreement.
"Pay Out Commencement Date" shall mean the earliest to occur of (i)
-------------------------
the date on which a Trust Pay Out Event is deemed to occur pursuant to Section
9.01 of the Agreement, (ii) a Series 1996-7 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 Agency Agreement" shall mean the Agency Agreement dated as of
-----------------------
December 11, 1996, among First USA Bank, as Transferor and as Servicer, the
Principal Paying Agent, the Luxembourg Paying Agent and the Trustee.
23
"Paying Agents" shall mean the CIA Paying Agent, the Luxembourg Paying
-------------
Agent and the Principal Paying Agent, collectively.
"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 1996-7 Certificates,
---------------
with respect to any Monthly Period, the annualized percentage equivalent of a
fraction, the numerator of which is an amount equal to the sum of (a) the amount
of Collections of Finance Charge Receivables allocated to the Investor
Certificates for such Monthly Period, and (b) the Principal Funding Investment
Proceeds deposited into the Finance Charge Account on the Transfer Date related
to such Monthly Period, and (c) the amount, if any, withdrawn from the Reserve
Account to be deposited into the Finance Charge Account pursuant to subsections
4.17(b), 4.17(d), 4.17(e) and 4.17(f) of the Agreement on the Transfer Date
relating to such Monthly Period (such sum to be calculated on a cash basis after
subtracting an amount equal to the Investor Default Amount for such Monthly
Period), and the denominator of which is the Invested Amount as of the last day
of the preceding Monthly Period.
"Principal Funding Account" shall have the meaning set forth in
-------------------------
subsection 4.16(a) of the Agreement.
"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
24
Principal Funding Investment Proceeds are less than the Covered Amount.
"Principal Paying Agent" shall mean, with respect to the Class A
----------------------
Certificates and the Class B Certificates, Union Bank of Switzerland,
London Branch, or any successor thereto.
"Principal Shortfalls" shall mean with respect to any Distribution
--------------------
Date (a) during the Accumulation Period, the amount, if any, by which the
Controlled Deposit Amount exceeds the sum of the Class A Monthly Principal,
Class B Monthly Principal and CIA Monthly Principal for such Distribution Date
or (b) during the Rapid Amortization Period, (i) the amount, if any, by which
the Class A Invested Amount exceeds the Class A Monthly Principal for such
Distribution Date, (ii) on and after the Class B Principal Commencement Date,
the amount, if any, by which the Class B Invested Amount exceeds the Class B
Monthly Principal for such Distribution Date and (iii) on and after the CIA
Principal Commencement Date, the amount if any, by which the CIA Invested Amount
exceeds the CIA Monthly Principal for such Distribution Date.
"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 1996-7 Termination Date.
"Rating Agency" shall mean each of Fitch Investors Service, L.P.,
-------------
Moody's 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.
25
"Reallocated CIA Principal Collections" shall have the meaning
-------------------------------------
specified in subsection 4.14(a) of the Agreement.
"Reallocated Principal Collections" shall mean the sum of Reallocated
---------------------------------
Class B Principal Collections and Reallocated CIA Principal Collections.
"Reference Banks" shall mean four major banks in the London interbank
---------------
market selected by the Servicer.
"Required Accumulation Factor Number" shall be equal to a fraction,
-----------------------------------
rounded upwards to the nearest whole number, the numerator of which is one and
the denominator of which is equal to the lowest monthly principal payment rate
on the Accounts, expressed as a decimal, for the 12 months preceding the date of
such calculation.
"Required Reserve Account Amount" shall mean, with respect to any
-------------------------------
Transfer Date on or after the Reserve Account Funding Date, an amount equal to
(a) 0.50% of the Invested Amount or (b) any other amount designated by the
Transferor; provided, however, that if such designation is of a lesser amount,
-------- -------
the Transferor shall (i) provide the Servicer, the CIA Certificateholders and
the Trustee with evidence that the Rating Agency Condition shall have been
satisfied and (ii) deliver to the Trustee a certificate of an authorized officer
to the effect that, based on the facts known to such officer at such time, in
the reasonable belief of the Transferor, such designation will not cause a Pay
Out Event or an event that, after the giving of notice or the lapse of time,
would cause a Pay Out Event to occur with respect to Series 1996-7.
"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%, 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
26
the Portfolio Adjusted Yield is less than 3%, but in such event the Reserve
Account Funding Date shall not be required to occur earlier than the Transfer
Date which commences 6 months prior to the commencement of the Accumulation
Period; or (d) the first Transfer Date for which the Portfolio Adjusted Yield is
less than 3.5%, but in such event the Reserve Account Funding Date shall not be
required to occur earlier than the Transfer Date which commences 4 months prior
to the commencement of the Accumulation Period.
"Reserve Account Surplus" shall mean, as of any Transfer Date
-----------------------
following the Reserve Account Funding Date, the amount, if any, by which the
amount on deposit in the Reserve Account exceeds the Required Reserve Account
Amount.
"Reserve Draw Amount" shall have the meaning specified in subsection
-------------------
4.17(c) of the Agreement.
"Reversion Date" shall mean the first Determination Date following
--------------
any Daily Deposit Date on which (a) the Excess Spread Percentage (as defined in
the Spread Account Agreement) for the Monthly Period preceding such
Determination Date is equal to or exceeds 2.50% per annum and (b) the amount on
deposit in the Spread Account (as defined in the Spread Account Agreement)
equals or exceeds the Required Spread Account Amount (as defined in the Spread
Account Agreement) for such Determination Date.
"Revolving Period" shall mean the period from and including the
----------------
Closing Date to, but not including, the earlier of (a) the day the Accumulation
Period commences and (b) the Pay Out Commencement Date.
"Scheduled Series 1996-7 Termination Date" shall mean the October
----------------------------------------
2002 Distribution Date.
"Series 1996-7" shall mean the Series of the First USA Credit Card
-------------
Master Trust represented by the Investor Certificates.
"Series 1996-7 Certificateholder" shall mean the holder of record of
-------------------------------
any Series 1996-7 Certificate.
27
"Series 1996-7 Certificateholders' Interest" shall have the meaning
------------------------------------------
specified in Section 4.04 of the Agreement.
"Series 1996-7 Pay Out Event" shall have the meaning specified in
---------------------------
Section 8 of this Series Supplement.
"Series 1996-7 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 1996-7 Termination Date.
"Series Servicing Fee Percentage" shall mean 1.50% for so long as
-------------------------------
First USA Bank is the Servicer or 2.00% if First USA Bank is no longer the
Servicer.
"Spread Account Agreement" shall mean the agreement among the
------------------------
Trustee, the Transferor, the Servicer and The Bank of New York, as initial
collateral agent, dated December 11, 1996, as amended, supplemented or modified
from time to time.
"Subordinate Principal Collections" shall have the meaning set forth
---------------------------------
in subsection 4.05(b)(ii) of the Agreement.
"Targeted Holder" shall mean each holder of a right to receive
---------------
interest or principal with respect to the CIA Certificates (or other interests
in the Trust), other than certificates (or other such interests) with respect to
which an opinion is rendered that such certificates (or other such interests)
will be treated as debt for federal income tax purposes, and any holder of a
right to receive any amount in respect of the Transferor Interest; provided,
--------
that any Person holding more than one interest each of which would cause such
Person to be a Targeted Holder shall be treated as a single Targeted Holder.
"Temporary Global Certificates" shall have the meaning specified in
-----------------------------
subsection 6.15(b) of the Agreement.
"Temporary Global Certificate Exchange Date" shall mean a date
------------------------------------------
determined by Union Bank of Switzerland, London Branch, which is at least 40
days after the later of the commencement of the offering and the Closing Date.
28
"United States Alien" shall mean any person that, for United States
-------------------
federal income tax purposes, is a foreign corporation, a nonresident alien
individual, a nonresident alien fiduciary of a foreign estate or trust, or a
foreign partnership, to the extent that one or more members is, for United
States federal income tax purposes, a foreign corporation, a nonresident alien
individual or a nonresident alien fiduciary of a foreign estate or trust, in
each case not subject to United States federal income tax on a net income basis.
"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.
"Withholding Tax" shall have the meaning specified in subsection
---------------
9(f).
SECTION 3. Reassignment and Transfer Terms. The Series 1996-7
-------------------------------
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
1996-7 Certificates through the Record Date preceding the Distribution Date on
which the repurchase occurs.
SECTION 4. Delivery and Payment for the Series 1996-7 Certificates.
-------------------------------------------------------
The Transferor shall execute and deliver the Series 1996-7 Certificates to the
Trustee for authentication in accordance with Section 6.01 of the Agreement. The
Trustee shall deliver the Series 1996-7 Certificates when authenticated in
accordance with Section 6.02 of the Agreement.
SECTION 5. Form of Delivery of Series 1996-7 Certificates. The Class
----------------------------------------------
A Certificates and the Class B Certificates shall be delivered as Global
Certificates as
29
provided in Sections 6.01, 6.13, 6.15 and 6.16 of the Agreement. The CIA
Certificates shall be delivered as Registered Certificates as provided in
Section 6.01 of the Agreement.
SECTION 6. Article IV of Agreement. (A) Sections 4.01, 4.02 and
-----------------------
4.03 of the Agreement shall be read in their entirety as provided in the
Agreement except for subsections 4.02(b) and (c) of the Agreement which shall,
for purposes of this Series Supplement, read in their entirety as follows:
"(b) The Finance Charge and Principal Accounts. The Trustee,
-----------------------------------------
for the benefit of the Series 1996-7 Certificateholders,
shall establish and maintain in the name of the Trust with
a Qualified Institution (other than the Transferor), which
shall initially be the CIA 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 1996-7 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 1996-7
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 Principal Account for the
purpose of carrying out the Servicer's or the Trustee's
duties hereunder. The Trustee at all times shall
maintain copies of all written reports and instructions
that it receives reflecting each transaction in the
Principal Account and the Finance Charge Account and
that funds held therein shall at all times be held in
trust for the benefit of the Series 1996-7
Certificateholders.
(c) The Distribution Accounts. (i) The Trustee, for the
-------------------------
benefit of the Class A Certificate-
30
holders and Class B Certificateholders, shall cause to be established and
maintained in the name of the Trust, with an office or branch of a
Qualified Institution (other than the Transferor), which shall initially
be the Principal Paying Agent, a non-interest bearing segregated account
(the "A/B Distribution Account") bearing a designation clearly indicating
------------------------
that the funds deposited therein are held in trust for the benefit of the
Class A Certificateholders and the Class B Certificateholders. The Trustee
shall possess all right, title and interest in all funds on deposit from
time to time in the A/B Distribution Account and in all proceeds thereof.
The A/B Distribution Account shall be under the sole dominion and control
of the Trustee for the benefit of the Class A Certificateholders and the
Class B Certificateholders; provided, however, that the Principal Paying
Agent shall have the right to make deposits and withdrawals from the A/B
Distribution Account in accordance with this Series Supplement, the
Agreement and the Paying Agency Agreement.
(ii) The Trustee, for the benefit of the CIA Certificateholders, shall
cause to be established and maintained in the name of the Trust, with an
office or branch of a Qualified Institution (other than the Transferor),
which shall initially be the CIA Paying Agent, a non-interest bearing
segregated account (the "CIA Distribution Account") bearing a designation
------------------------
clearly indicating that the funds deposited therein are held in trust for
the benefit of the CIA Certificateholders. The Trustee shall possess all
right, title and interest in all funds on deposit from time to time in the
CIA Distribution Account and in all proceeds thereof. The CIA Distribution
Account shall be under the sole dominion and control of the Trustee for the
benefit of the CIA 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 1996-7 Certificates:
31
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, with respect to the Class A Certificateholders
and the Class B Certificateholders, the A/B Distribution Account, and, with
respect to the CIA Certificateholders, the CIA Distribution Account (for such
Series, the "Series 1996-7 Certificateholders' Interest"). The CIA Certificates
------------------------------------------
shall be subordinate to the Class A Certificates and the Class B Certificates.
The Class B Certificates shall be subordinate to the Class A Certificates. The
Exchangeable Transferor Certificate shall not represent any interest in the
Collection Account, the Finance Charge Account, the Principal Account, the
Principal Funding Account, the Reserve Account or the Distribution Accounts,
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 Accounts allocable to the Series 1996-7
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:
32
(i) Allocate to the Series 1996-7 Certificateholders the Floating
Allocation Percentage of Collections of Finance Charge Receivables and
deposit and retain in the Finance Charge Account (A) prior to the
Calculation Date in each Monthly Period an amount equal to the product of
(x) the Floating Allocation Percentage and (y) the aggregate amount of
Collections of Finance Charge Receivables on such Date of Processing, or
(B) on and after each such Calculation Date to and including the last day
of such Monthly Period, the lesser of (x) the product of (1) the Floating
Allocation Percentage and (2) the aggregate amount of Collections of
Finance Charge Receivables on such Date of Processing and (y) the excess of
(1) the sum of the Monthly Interest, the Interest Shortfall and the
Default Interest for the Distribution Date following the then current
Monthly Period (plus, if the Transferor is not the Servicer, the Investor
Monthly Servicing Fee) over (2) the amounts previously deposited in the
Finance Charge Account with respect to the current Monthly Period pursuant
to this subsection 4.05(b)(i) of the Agreement. On each Date of Processing
on and after each Calculation Date, Collections of Finance Charge
Receivables allocated to the Series 1996-7 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 $600,000 to be applied as Collections of Finance Charge
Receivables allocated to Series 1996-7. 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 1996-7 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.
(ii) Allocate to the Series 1996-7 Certificateholders an amount
equal to the product of (A)
33
the Floating Allocation Percentage on such Date of Processing and (B) the
aggregate amount of Collections of Principal Receivables on such Date of
Processing and pay such amount to the Transferor subject to the obligation
of the Transferor to make an amount equal to the Reallocated Principal
Collections and Excess Principal Collections for such Monthly Period
available on the related Transfer Date in accordance with subsection
4.05(f) of the Agreement; provided, however, that the amount to be paid to
-------- -------
the Transferor pursuant to this subsection 4.05(b)(ii) of the Agreement on
any Date of Processing shall be paid only if the Transferor Interest on
such Date of Processing is greater than zero (after giving effect to all
Principal Receivables transferred to the Trust on such Date of Processing
and after giving effect to Collections of Principal Receivables on such
Date of Processing) and otherwise shall be deposited in the Collection
Account and applied in accordance with subsection 4.03(f) of the Agreement;
provided, further, however, that on and after the Calculation Date if the
-------- ------- -------
amounts previously deposited in the Finance Charge Account with respect to
the current Monthly Period pursuant to subsection 4.05(b)(i) of the
Agreement are less than the sum of the Monthly Interest, the Interest
Shortfall and the Default Interest for the Distribution Date following the
then current Monthly Period (plus, if the Transferor is not the Servicer,
the Investor Monthly Servicing Fee) (the amount of such shortfall, the
"Finance Charge Deficit"), an amount not to exceed the product of (x) the
----------------------
sum of the Class B Floating Allocation Percentage and the CIA Floating
Allocation Percentage and (y) the Collections of Principal Receivables on
any such Date of Processing ("Subordinate Principal Collections") with
---------------------------------
respect to the then current Monthly Period will be deposited into the
Principal Account on a daily basis during such Monthly Period in an
aggregate amount not to exceed the Finance Charge Deficit; at 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
34
Servicer shall, prior to the close of business on each Date of Processing,
allocate the following amounts as set forth below:
(i) Allocate to the Series 1996-7 Certificateholders and deposit and
retain in the Finance Charge Account an amount equal to the product of (A)
the Floating Allocation Percentage on such Date of Processing and (B) the
aggregate amount of Collections of Finance Charge Receivables on such Date
of Processing.
(ii) Allocate to the Series 1996-7 Certificateholders and retain in
the Principal Account an amount equal to the product of (x) the
Fixed/Floating Allocation Percentage on such Date of Processing and (y) the
aggregate amount of Collections of Principal Receivables on such Date of
Processing (for any such date, a "Percentage Allocation"); provided,
--------------------- --------
however, that if the sum of such Percentage Allocations with respect to the
-------
same Monthly Period exceeds the Controlled Deposit Amount for the related
Distribution Date, then such excess shall be paid to the Holder of the
Exchangeable Transferor Certificate (subject to the obligation of the
Transferor to make an amount equal to the Reallocated Principal
Collections and Excess Principal Collections for such Monthly Period
available on the related Transfer Date in accordance with subsection
4.05(f)) of the Agreement if the Transferor Interest on such Date of
Processing is greater than zero (after giving effect to all Principal
Receivables transferred to the Trust on such day) and otherwise shall be
deposited in the Collection Account and applied in accordance with
subsection 4.03(f) of the Agreement; provided, further, that on and after
-------- -------
the Calculation Date if there is a Finance Charge Deficit, Subordinate
Principal Collections with respect to each Monthly Period will be deposited
into the Principal Account on a daily basis during such Monthly Period in
an aggregate amount not to exceed 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.
35
(d) Daily Allocations During the Rapid Amortization Period.
------------------------------------------------------
During the Rapid Amortization Period, the Servicer shall, prior to the close of
business on each Date of Processing, allocate the following amounts as set forth
below:
(i) Allocate to the Series 1996-7 Certificateholders and deposit and
retain in the Finance Charge Account an amount equal to the product of (A)
the Floating Allocation Percentage on such Date of Processing and (B) the
aggregate amount of Collections of Finance Charge Receivables on such Date
of Processing.
(ii) Allocate to the Series 1996-7 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 1996-7
Certificateholders, the amount determined in accordance with this
subparagraph (ii) shall be paid to the Holder of the Exchangeable
Transferor Certificate only if the Transferor Interest on such Date of
Processing is greater than zero (after giving effect to all Principal
Receivables transferred to the Trust on such day) and otherwise shall be
deposited in the Collection Account and applied in accordance with
subsection 4.03(f) of the Agreement.
(e) Daily Deposits. Notwithstanding the foregoing, the Servicer need
--------------
not make daily deposits of Collections into the Collection Account at any time
when the requirements of the third paragraph of subsection 4.03(a) of the
Agreement are satisfied.
(f) Monthly Allocations During the Revolving Period and Accumulation
----------------------------------------------------------------
Period. To the extent not previously allocated pursuant to subsection 4.05(b),
------
during the Revolving Period, the Servicer shall, on each Transfer Date, allocate
to the Series 1996-7 Certificateholders and deposit in the Finance Charge
Account an amount equal to (i) the lesser of (A) the product of (x)
36
the Floating Allocation Percentage with respect to the preceding Monthly Period
and (y) the aggregate amount of Collections of Finance Charge Receivables for
the related Monthly Period, and (B) the aggregate of the amounts to be applied
from amounts on deposit in the Finance Charge Account on such Transfer Date
pursuant to subsections 4.09(a)(i), (ii) and (iii), 4.09(b)(i) and (ii),
4.09(c)(i) and 4.13(a) through (j) of the Agreement and, to the extent
necessary, any amounts to be applied in accordance with the Spread Account
Agreement (other than payments to First USA Bank or the Transferor), minus (ii)
-----
the amounts deposited and retained in the Finance Charge Account daily during
such Monthly Period pursuant to subsection 4.05(b)(i) of the Agreement. Any
such amounts, to the extent they would be paid to First USA Bank, as Transferor
or Servicer, need not be so deposited but shall be deemed to have been so
deposited and, as and when specified in the subsections identified above, be
deemed to have been paid to First USA Bank pursuant to such subsections. During
the Revolving Period and the Accumulation Period, the Transferor shall, on each
Transfer Date deposit in the Principal Account an amount equal to the sum of
(I) the excess of the amount of Reallocated Principal Collections over the
amount deposited and retained in the Principal Account pursuant to subsection
4.05(b)(ii) or 4.05(c)(ii) of the Agreement with respect to the Revolving Period
or 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 1996-7, not to exceed (x)
during the Revolving Period, the Floating Allocation Percentage of Collections
of Principal Receivables for the related Monthly Period or (y) during the
Accumulation Period, the Fixed/Floating Allocation Percentage of Collections of
Principal Receivables for the related Monthly Period less the amount thereof
applied to pay Monthly Principal on the related Distribution Date.
(g) Notwithstanding anything in this Section 4.05, if on any date the
aggregate amount of Principal Receivables is less than the sum of the Invested
Amounts for all Series then outstanding, all Collections of Principal
Receivables on such date shall be deposited and applied in accordance with
subsection 4.03(f) of the Agreement.
37
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 1996-7. 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 1996-7
-------------------------------------------------------
Certificates. (a) The amount of monthly interest (for the Series 1996-7
------------
Certificates, the "Class A Monthly Interest") distributable from the A/B
------------------------
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 (i) the product of (a) the Class A Certificate Rate
for the period from and including December 11, 1996 to and including January 9,
1997 and (b) a fraction the numerator of which is 30 and the denominator of
which is 360 and (ii) the Class A Initial Invested Amount.
On the Determination Date preceding each Distribution Date, the
Servicer shall determine an amount (the "Class A Interest Shortfall") equal to
--------------------------
the excess, if any, of (x) the aggregate Class A Monthly Interest for the
Interest Period applicable to the preceding Distribution Date over (y) the
----
amount which was paid to the Class 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
38
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 1996-7
Certificates, the "Class B Monthly Interest") distributable from the A/B
------------------------
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 (i) the product of (a) the Class B Certificate Rate for the period from and
including December 11, 1996 to and including January 9, 1997 and (b) a fraction
the numerator of which is 30 and the denominator of which is 360 and (ii) the
Class B Initial Invested Amount.
On the Determination Date preceding each Distribution Date, the
Servicer shall determine an amount (the "Class B Interest Shortfall") equal to
--------------------------
the excess, if any, of (x) the aggregate Class B Monthly Interest for the
Interest Period applicable to the preceding Distribution Date over (y) the
amount which was paid to the Class B Certificateholders in respect of interest
on such preceding Distribution Date. If there is a Class B Interest Shortfall
with respect to any Distribution Date, an additional amount ("Class B Default
---------------
Interest") shall be payable as provided herein with respect to the Class B
--------
Certificates on each Distribution Date following such Distribution Date to and
including the Distribution Date on which such Class B Interest Shortfall is paid
to Class B Certificateholders equal to the product of (i) the product of (x) the
Class B Certificate Rate plus 2.00% per annum and (y) a fraction the numerator
of which is the actual number of days in the related Interest Period and the
39
denominator of which is 360 and (ii) such Class B Interest Shortfall.
Notwithstanding anything to the contrary herein, Class B Default Interest shall
be payable or distributed to Class B Certificateholders only to the extent
permitted by applicable law.
(c) The amount of monthly interest (for the Series 1996-7
Certificates, the "CIA Monthly Interest") distributable from the CIA
--------------------
Distribution Account with respect to the CIA Invested Amount on any Distribution
Date shall be an amount equal to the product of (i) the product of (x) the CIA
Certificate Rate and (y) a fraction the numerator of which is the actual number
of days in the related Interest Period and the denominator of which is 360 and
(ii) the CIA Invested Amount as of the close of business on the last day of the
preceding Monthly Period; provided, however, that with respect to the first
-------- -------
Distribution Date, CIA Monthly Interest shall be equal to the product of (i)
the product of (a) the CIA Certificate Rate for the period from and including
December 11, 1996 to and including January 9, 1997 and (b) a fraction the
numerator of which is 30 and the denominator of which is 360 and (ii) the CIA
Initial Invested Amount.
On the Determination Date preceding each Distribution Date, the
Servicer shall determine an amount (the "CIA Interest Shortfall") equal to the
----------------------
excess, if any, of (x) the aggregate CIA Monthly Interest for the Interest
Period applicable to the preceding Distribution Date over (y) the amount which
----
was paid to the CIA Certificateholders in respect of interest on such preceding
Distribution Date pursuant to the terms hereof and of the Spread Account
Agreement. If there is a CIA Interest Shortfall with respect to any Distribution
Date, an additional amount ("CIA Default Interest") shall be payable as
--------------------
provided herein with respect to the CIA Certificates on each Distribution Date
following such Distribution Date to and including the Distribution Date on which
such CIA Interest Shortfall is paid to the CIA Certificateholders equal to the
product of (i) the product of (a) the CIA Certificate Rate plus 2.00% per annum
and (b) a fraction the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360 and (ii) such CIA
Interest Shortfall. Notwithstanding anything to the contrary herein, CIA Default
Interest shall be payable or distributed to the CIA Certificateholders only to
the extent permitted by applicable law.
40
Section 4.07 Determination of Monthly Principal. (a) The amount of
----------------------------------
monthly principal (the "Class A Monthly Principal") distributable from the
-------------------------
Principal Account with respect to the Class A Certificates on each Transfer Date
beginning with the Transfer Date in the month following the month in which the
Accumulation Period or, if earlier, the Rapid Amortization Period begins shall
be equal to the least of (i) the Available Investor Principal Collections on
deposit in the Principal Account with respect to such Transfer Date, (ii) for
each Transfer Date with respect to the Accumulation Period prior to the Class A
Scheduled Payment Date, the Controlled Deposit Amount for such Transfer Date and
(iii) the Class A Adjusted Invested Amount on such Transfer Date prior to any
deposit into the Principal Funding Account to be made on such day.
(b) The amount of monthly principal (the "Class B Monthly
---------------
Principal") distributable from the Principal Account with respect to the Class
---------
B Certificates on each Transfer Date, beginning with the Transfer Date first
preceding the Class B Principal Commencement Date, shall be an amount equal to
the least of (i) the Available Investor Principal Collections on deposit in the
Principal Account with respect to such Transfer Date (minus the portion of such
-----
Available Investor Principal Collections applied to Class A Monthly Principal on
such Transfer Date), (ii) for each Transfer Date with respect to the
Accumulation Period prior to the Class B Scheduled Payment Date, the Controlled
Deposit Amount for such Transfer Date (minus the Class A Monthly Principal for
-----
such Transfer Date) and (iii) the Class B Adjusted Invested Amount on such
Transfer Date (after taking into account any adjustments to be made on such
Transfer Date pursuant to Sections 4.12 and 4.14 of the Agreement on such
Transfer Date).
(c) The amount of monthly principal (the "CIA Monthly Principal")
---------------------
distributable from the Principal Account with respect to the CIA Certificates on
each Transfer Date, beginning with the Transfer Date first preceding the CIA
Principal Commencement Date, shall be an amount equal to the least of (i) the
Available Investor Principal Collections on deposit in the Principal Account
with respect to such Transfer Date (minus the portion of such Available Investor
-----
Principal Collections applied to Class A Monthly Principal and Class B Monthly
Principal on such Transfer Date), (ii) for each Transfer Date with
41
respect to the Accumulation Period prior to the CIA Scheduled Payment Date, the
Controlled Deposit Amount for such Transfer Date (minus the Class A Monthly
-----
Principal and the Class B Monthly Principal for such Transfer Date) and (iii)
the CIA Adjusted Invested Amount on such Transfer Date (after taking into
account any adjustments to be made on such Transfer Date pursuant to Sections
4.12 and 4.14 of the Agreement on such Transfer Date).
Section 4.08 Coverage of Required Amount for the Investor
--------------------------------------------
Certificates. On each Determination Date, the Servicer shall determine the
------------
amount (the "Class A Required Amount"), if any, by which the sum of (i) Class A
-----------------------
Monthly Interest for the following Distribution Date, (ii) any Class A Monthly
Interest previously due but not paid to the Class A Certificateholders on a
prior Distribution Date, (iii) Class A Default Interest, if any, for such
Distribution Date and any Class A Default Interest previously due but not paid
to the Class A Certificateholders on a prior Distribution Date, (iv) if First
USA Bank is no longer the Servicer, the Class A Monthly Servicing Fee for the
related Distribution Date and (v) the Class A Investor Default Amount, if any,
for such Distribution Date exceeds the Class A Available Funds for the related
Monthly Period.
On each Determination Date, the Servicer shall determine the amount
(the "Class B Required Amount"), if any, equal to the sum of (x) the amount, if
-----------------------
any, by which the sum of (i) Class B Monthly Interest for the following
Distribution Date, (ii) any Class B Monthly Interest previously due but not paid
to the Class B Certificateholders on a prior Distribution Date, (iii) Class B
Default Interest, if any, for such Distribution Date and any Class B Default
Interest previously due but not paid to the Class B Certificateholders on a
prior Distribution Date and (iv) if First USA Bank is no longer the Servicer,
the Class B Monthly Servicing Fee for the related Distribution Date exceeds the
Class B Investor Percentage of Collections in respect of Finance Charge
Receivables deposited in the Finance Charge Account for the related Monthly
Period and (y) the amount, if any, by which the Class B Investor Default Amount,
if any, for such Distribution Date exceeds the amount of Excess Finance Charge
Collections available to make payments with respect thereto pursuant to
subsection 4.13(d) of the Agreement.
42
In the event that the sum of the Class A Required Amount and the
Class B Required Amount for such Distribution Date is greater than zero, the
Servicer shall give written notice to the Trustee of such positive Class A
Required Amount or Class B Required Amount on the Determination Date. In the
event that the Class A Required Amount for such Distribution Date is greater
than zero all or a portion of the Excess Finance Charge Collections with respect
to the related Transfer Date in an amount equal to the Class A Required Amount
for such Distribution Date shall be distributed from the Finance Charge Account
on such Distribution Date pursuant to subsection 4.13(a) of the Agreement. In
the event that the Class A Required Amount for such Transfer Date exceeds the
amount of Excess Finance Charge Collections with respect to such Transfer Date,
the Collections of Principal Receivables allocable to the CIA Certificates and
the Collections of Principal Receivables allocable to the Class B Certificates
with respect to the prior Monthly Period shall be applied as specified in
Section 4.14 of the Agreement. In the event that after the application of Excess
Finance Charge Collections there is a Class B Required Amount for such Transfer
Date, the Collections of Principal Receivables allocable to the CIA Certificates
(after application to the Class A Required Amount) shall be applied as specified
in Section 4.14 of the Agreement; provided, however, that the sum of any
-------- -------
payments pursuant to this paragraph shall not exceed the sum of the Class A
Required Amount and the Class B Required Amount.
Section 4.09 Monthly Payments. On each Transfer Date, the Trustee,
----------------
acting in accordance with written 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:
(i) an amount equal to Class A Monthly Interest for such
Distribution Date, plus the amount of any Class A Monthly Interest
----
previously due but not paid to Class A Certificateholders on a prior
43
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 A/B Distribution Account;
(ii) if First USA Bank is no longer the Servicer, an amount equal
to the Class A Monthly Servicing Fee for such Distribution Date shall be
distributed to the Servicer;
(iii) an amount equal to the aggregate Class A Investor Default
Amount, if any, for such Distribution Date shall be (A) distributed to the
Holder of the Exchangeable Transferor Certificate on Distribution Dates
with respect to the Revolving Period, but not exceeding the Transferor
Interest (determined as of such Distribution Date after giving effect to
any Principal Receivables transferred to the Trust during the Monthly
Period relating to such Distribution Date, any such amount in excess of the
Transferor Interest to be treated as Unallocated Principal Collections) and
(B) deposited in the Principal Account and treated as a portion of
Available Investor Principal Collections for Distribution Dates with
respect to the Amortization Period; and
(iv) the balance, if any, shall constitute Excess Finance
Charge Collections and shall be allocated and distributed as set forth in
Section 4.13 of the Agreement.
(b) On the Transfer Date preceding each Distribution Date, an
amount equal to the Class B Available Funds deposited or deemed to have been
deposited in the Finance Charge Account for the related Monthly Period will be
distributed in the following priority:
(i) an amount equal to the Class B Monthly Interest for such
Distribution Date, plus the amount of any Class B Monthly Interest
----
previously due but not paid to the Class B Certificateholders on a prior
Distribution Date, plus the amount of any Class B Default Interest for such
----
Distribution Date, shall be deposited by the Servicer or the Trustee into
the A/B Distribution Account;
44
(ii) if First USA Bank is no longer the Servicer, an amount equal
to the Class B Monthly Servicing Fee for such Distribution Date shall be
distributed to the Servicer; and
(iii) the balance, if any, shall constitute Excess Finance
Charge Collections and shall be allocated and distributed as set forth in
Section 4.13 of the Agreement.
(c) On the Transfer Date preceding each Distribution Date, an
amount equal to the CIA Available Funds deposited or deemed to have been
deposited in the Finance Charge Account for the related Monthly Period will be
distributed in the following priority:
(i) if First USA Bank is no longer the Servicer, an amount equal
to the CIA Monthly Servicing Fee for such Distribution Date shall be
distributed to the Servicer; and
(ii) the balance, if any, shall constitute Excess Finance Charge
Collections and shall be allocated and distributed as set forth in Section
4.13 of the Agreement.
(d) On each Transfer Date during the Revolving Period, the
Trustee shall distribute an amount equal to the Available Investor Principal
Collections deposited or deemed to have been deposited into the Principal
Account for the related Monthly Period in the following priority:
(i) an amount equal to the lesser of (A) the product of (1) a
fraction, the numerator of which is equal to the Available Investor
Principal 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
45
(ii) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections for such Transfer Date over (B) the
applications specified in subsection 4.09(d)(i) above shall be paid to the
Holder of the Exchangeable Transferor Certificate; provided, however, that
-------- -------
the amount to be paid to the Holder of the Exchangeable Transferor
Certificate pursuant to this subsection 4.09(d)(ii) with respect to such
Transfer Date shall be paid to the Holder of the Exchangeable Transferor
Certificate only if the Transferor Interest on the related Date of
Processing is greater than zero (after giving effect to the inclusion in
the Trust of all Receivables created on or prior to such Transfer Date and
after giving effect to Collections of Principal Receivables on such
Transfer Date) and otherwise shall be considered as Unallocated Principal
Collections and deposited into the Principal Account in accordance with
subsection 4.03(f).
(e) On each Transfer Date, during the Accumulation Period or the
Rapid Amortization Period, the Trustee shall distribute an amount equal to the
Available Investor Principal Collections deposited or deemed to have been
deposited into the Principal Account for the related Monthly Period in the
following priority:
(i) an amount equal to the Class A Monthly Principal for such
Transfer Date plus, to the extent of any applicable Principal Shortfall for
----
the related Distribution Date, Excess Principal Collections from other
Series, to the extent available, shall be (A) during the Accumulation
Period, deposited into the Principal Funding Account, and (B) during the
Rapid Amortization Period, deposited into the A/B Distribution Account;
(ii) 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 A/B Distribution Account;
46
(iii) after giving effect to the distributions referred to in
clauses (i) and (ii) above, an amount equal to the CIA Monthly Principal
plus, to the extent of any applicable Principal Shortfall for the related
----
Distribution Date, Excess Principal Collections from other Series, to the
extent available, shall be (A) during the Accumulation Period, deposited
into the Principal Funding Account, and (B) during the Rapid Amortization
Period, deposited into the CIA Distribution Account;
(iv) an amount equal to the lesser of (A) the product of (1) a
fraction, the numerator of which is equal to the Available Investor
Principal Collections remaining after the application specified in
subsections 4.09(e)(i), (ii) and (iii) above and the denominator of which
is equal to the sum of the Available Investor Principal Collections
available for sharing as specified in the related Series Supplement for
each other Series and (2) the Principal Shortfalls for all Series and (B)
the Available Investor Principal Collections, shall remain in the Principal
Account to be treated as Excess Principal Collections and applied to Series
other than this Series 1996-7; and
(v) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections over (B) the applications specified in
subsection 4.09(e)(i) through (iv) above shall be paid to the Holder of
the Exchangeable Transferor Certificate; provided, however, that the amount
-------- -------
to be paid to the Holder of the Exchangeable Transferor Certificate
pursuant to this subsection 4.09(e)(v) with respect to such Transfer Date
shall be paid to the Holder of the Exchangeable Transferor Certificate only
if the Transferor Interest on the related Date of Processing is greater
than zero (after giving effect to the inclusion in the Trust of all
Receivables created on or prior to such Transfer Date and 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
47
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
amounts on deposit in the Principal Funding Account and first deposit in the A/B
-----
Distribution Account an amount equal to the lesser of (i) the amount on deposit
in the Principal Funding Account and (ii) the sum of the Class A Invested Amount
and the Class B Invested Amount and second deposit in the CIA Distribution
------
Account an amount equal to the lesser of (i) the amount remaining on deposit in
the Principal Funding Account and (ii) the CIA Invested Amount.
(g) [Reserved]
(h) On the earlier to occur of the first Distribution Date
with respect to the Rapid Amortization Period or the Class A Scheduled Payment
Date and on each Distribution Date thereafter, the Trustee shall pay in
accordance with Section 5.01 of the Agreement from the A/B Distribution Account
the amount so deposited into the A/B Distribution Account pursuant to subsection
4.09(f) of the Agreement on the related Transfer Date in the following priority:
(i) an amount equal to the lesser of such amount on deposit
in the A/B Distribution Account and the Class A Invested Amount shall be
paid to the Class A Certificateholders;
(ii) on the Class B Principal Commencement Date and on each
Distribution Date thereafter, after giving effect to the distributions
referred to in clause (i) above, an amount equal to the lesser of such
amount on deposit in the A/B Distribution Account and the Class B Invested
Amount shall be paid to the Class B Certificateholders; and
(iii) on the CIA Principal Commencement Date and on each
Distribution Date thereafter, after giving effect to the distributions
referred to in clauses (i) and (ii) above, an amount equal to the lesser of
such amount on deposit in the CIA Distribu-
48
tion Account and the CIA Invested Amount shall be paid to the CIA
Certificateholders.
(i) The Accumulation Period is scheduled to commence at the
close of business on January 31, 1999, provided, however, that, if the
-------- -------
Accumulation Period Length (determined as described below) is less than 12
months, the date on which the Accumulation Period actually commences may, at
the option of the Servicer, upon written notice to the Trustee, be delayed to
the first Business Day of the month that is the number of months prior to the
Class A Scheduled Payment Date at least equal to the Accumulation Period Length
and, as a result, the number of Monthly Periods in the Accumulation Period will
at least equal the Accumulation Period Length. On each Determination Date until
the Accumulation Period begins, the Servicer will determine the "Accumulation
------------
Period Length" which will equal the number of months such that the sum of the
-------------
Accumulation Period Factors for each month during such period will be equal to
or greater than the Required Accumulation Factor Number; provided, however, that
-------- -------
the Accumulation Period Length will not be less than one month.
Section 4.10 Payment of Certificate Interest. On each Distribution
-------------------------------
Date, the Principal Paying Agent shall pay in accordance with Section 5.01 of
the Agreement to the Class A Certificateholders from the A/B Distribution
Account the amount deposited into the A/B Distribution Account pursuant to
subsections 4.09(a)(i), 4.13(a), 4.14(a)(i)(x) and 4.14(b)(i) of the Agreement
on the related Transfer Date or such Distribution Date, as applicable, to the
Class B Certificateholders from the A/B Distribution Account the amount
deposited into the A/B Distribution Account pursuant to subsections 4.09(b)(i),
4.13(c) and 4.14(a)(i)(y) of the Agreement on the related Transfer Date and the
CIA Paying Agent shall pay to the CIA Certificateholders from the CIA
Distribution Account the amount deposited into the CIA Distribution Account
pursuant to subsection 4.13(f) of the Agreement on such Distribution Date.
Section 4.11 [Reserved]
49
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 CIA Invested Amount will be
reduced by the amount of such excess, but not more than the lesser of the Class
A Investor Default Amount and the CIA Invested Amount for such Distribution
Date. In the event that, but for the limitation on the amount of such reduction
in the preceding sentence, such reduction would cause the CIA Invested Amount to
be a negative number, the CIA Invested Amount will be reduced to zero, and the
Class B Invested Amount will be reduced by the amount by which the CIA Invested
Amount would have been reduced below zero. In the event that such reduction
would cause the Class B Invested Amount to be a negative number, the Class B
Invested Amount will be reduced to zero, and the Class A Invested Amount will be
reduced by the amount by which the Class B Invested Amount would have been
reduced below zero, but not more than the Class A Investor Default Amount for
such Distribution Date (a "Class A Investor Charge-Off"). If the Class A
---------------------------
Invested Amount has been reduced by the amount of any Class A Investor Charge-
Offs, it will be reimbursed on any Distribution Date (but not by an amount in
excess of the aggregate Class A Investor Charge-Offs) by the amount of Excess
Finance Charge Collections allocated and available for such purpose pursuant to
subsection 4.13(b) of the Agreement.
(b) On each Distribution Date, the Servicer shall calculate the
Class B Investor Default Amount. If on any Distribution Date, the Class B
Investor Default Amount for such Distribution Date exceeds the amount of Excess
Finance Charge Collections and Reallocated Principal Collections which are
allocated and available to fund such amount pursuant to subsection 4.13(d) and
Section 4.14 of the Agreement, the CIA Invested Amount (after giving effect to
any adjustments with respect thereto as described in the preceding paragraph)
will be reduced by the amount of such excess but not more than the lesser of the
Class B Investor Default Amount and the CIA
50
Invested Amount for such Distribution Date. In the event that, but for the
limitation on the amount of such reduction in the preceding sentence, such
reduction would cause the CIA Invested Amount to be a negative number, the CIA
Invested Amount shall be reduced to zero and the Class B Invested Amount shall
be reduced by the amount by which the CIA Invested Amount would have been
reduced below zero, but not more than the Class B Investor Default Amount for
such Distribution Date (a "Class B Investor Charge-Off"). The Class B Invested
---------------------------
Amount will also be reduced by the amount of Reallocated Class B Principal
Collections in excess of the CIA Invested Amount pursuant to Section 4.14 of the
Agreement and the amount of any portion of the Class B Invested Amount allocated
to the Class A Certificates to avoid a reduction in the Class A Invested Amount
pursuant to subsection 4.12(a) of the Agreement. The Class B Invested Amount
will thereafter be reimbursed (but not in the excess of the unpaid principal
balance of the Class B Certificates) on any Distribution Date by the amount of
Excess Finance Charge Collections allocated and available for that purpose as
described under subsection 4.13(e) of the Agreement.
(c) On each Distribution Date, the Servicer shall calculate the
CIA Investor Default Amount. If on any Distribution Date, the CIA Investor
Default Amount for such Distribution Date exceeds the sum of the amount of
Excess Finance Charge Collections which are allocated and available to fund such
amount pursuant to subsection 4.13(h) of the Agreement, the CIA Invested Amount
(after giving effect to any adjustments with respect thereto as described in
the preceding paragraphs) will be reduced by the amount of such excess but not
more than the lesser of the CIA Investor Default Amount and the CIA Invested
Amount for such Distribution Date (a "CIA Investor Charge-Off"). The CIA
-----------------------
Invested Amount will also be reduced by the amount of Reallocated Principal
Collections pursuant to Section 4.14 of the Agreement and the amount of any
portion of the CIA Invested Amount allocated to the Class A Certificates or the
Class B Certificates to avoid a reduction in the Class A Invested Amount,
pursuant to subsection 4.12(a) of the Agreement, or the Class B Invested
Amount, pursuant to subsection 4.12(b) of the Agreement, respectively. The CIA
Invested Amount will thereafter be reimbursed (but not in the excess of the
unpaid principal balance of the CIA Certificates) on any Distribution Date by
the amount of Excess Finance Charge
51
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
------------------------------------------------
1996-7 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 (determined as of such Transfer Date after giving
effect to any Principal Receivables transferred to the Trust on such date)
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 A/B 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 A/B Distribution Account for
payment to the Class B Certificateholders;
(d) an amount equal to the aggregate Class B Investor Default
Amount, if any, for the related Distribution Date will be distributed to
the holder of the
52
Exchangeable Transferor Certificate on Transfer Dates with respect to the
Revolving Period (but not exceeding the Transferor Interest in Principal
Receivables (determined as of such Transfer Date after giving effect to any
Principal Receivables transferred to the Trust on such date)), 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 Transferor 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 Receivables
transferred to the Trust on such day) and on Transfer Dates with respect to
the Amortization Period will be deposited in the Principal Account and
treated as a portion of Available Investor Principal Collections for the
related Distribution Date;
(f) an amount equal to the CIA Monthly Interest for the related
Distribution Date, plus the amount of any CIA Monthly Interest previously
----
due but not paid to the CIA Certificateholders on a prior Distribution
Date, plus the amount of any CIA Default Interest for the related
----
Distribution Date, will be deposited into the CIA Distribution Account for
payment to the CIA Certificateholders;
(g) an amount equal to the Unpaid Investor Monthly Servicing Fee
will be paid to the Servicer;
(h) an amount equal to the aggregate CIA Investor Default Amount,
if any, for the related Distribution Date will be distributed to the
holder of the Exchangeable Transferor Certificate on Transfer Dates with
respect to the Revolving Period (but not exceeding the Transferor Interest
in Principal Receivables (determined as of such Transfer Date after giving
effect to any Principal Receivables transferred to the Trust on such
date)), and on Transfer Dates with respect to the Amortization
53
Period will be deposited in the Principal Account and treated as a portion
of Available Investor Principal Collections for the related Distribution
Date;
(i) an amount equal to the aggregate amount by which the CIA
Invested Amount has been reduced below the CIA Initial Invested Amount for
reasons other than the payment of principal to the CIA Certificateholders
(but not in excess of the aggregate amount of such reductions which have
not been previously reimbursed) will be distributed to the holder of the
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
Receivables transferred to the Trust on such day) and on Transfer Dates
with respect to the Amortization Period will be deposited in the Principal
Account and treated as a portion of Available Investor Principal
Collections for the related Distribution Date;
(j) on each Transfer Date from and after the Reserve Account
Funding Date, but prior to the date on which the Reserve Account terminates
as described in subsection 4.17(f) of the Agreement, an amount up to the
excess, if any, of the Required Reserve Account Amount over the Available
Reserve Account Amount shall be deposited into the Reserve Account; and
(k) the balance, if any, after giving effect to the payments made
pursuant to subparagraphs (a) through (j) above shall be applied in
accordance with the provisions of the Spread Account Agreement.
Section 4.14 Reallocated Principal Collections for the Series
------------------------------------------------
1996-7 Certificates.
-------------------
(a) On each Distribution Date, the Servicer will apply or
cause the Trustee to apply an amount, not to exceed the CIA Invested
Amount, equal to the product of (a)(i) during the Revolving Period, the CIA
Floating Allocation Percentage or (ii) during an Amortization Period, the
CIA Fixed/Floating Allocation Percentage and (b) the amount of Collections
of Principal Receivables with respect to the related Monthly Period in the
following priority (such collections applied in accordance
54
with clause (i) below are called "Reallocated CIA Principal Collections"):
--------------------------------------
(i) an amount equal to the sum of (x) the excess, if any, of
the Class A Required Amount with respect to such related Monthly
Period over the amount of Excess Finance Charge Collections with
respect to such related Monthly Period and (y) the Class B Required
Amount with respect to the related Monthly Period which amount shall
be applied in priority first pursuant to subsections 4.09(a)(i)
through (iii) of the Agreement and then pursuant to subsections
4.09(b)(i) and (ii) and 4.13(d) of the Agreement; and
(ii) any such collections not applied in the foregoing
manner (and therefore not constituting Reallocated CIA Principal
Collections) will, on Distribution Dates with respect to the
Revolving Period, be applied as Available Investor Principal
Collections.
(b) On each Distribution Date, the Servicer will apply or
cause the Trustee to apply an amount, not to exceed the Class B Invested
Amount, equal to the product of (a)(i) during the Revolving Period, the
Class B Floating Allocation Percentage or (ii) during an Amortization
Period, the Class B Fixed/Floating Allocation Percentage and (b) the amount
of Collections of Principal Receivables with respect to the related Monthly
Period in the following priority (such collections applied in accordance
with clause (i) below are called "Reallocated Class B Principal
-----------------------------
Collections"):
-----------
(i) an amount equal to the excess, if any, of the Class A
Required Amount with respect to such related Monthly Period over the
sum of (x) the amount of Excess Finance Charge Collections with
respect to such related Monthly Period and (y) the amount of
Reallocated CIA Principal Collections applied with respect thereto
for the related Monthly Period shall be applied in priority pursuant
to subsection 4.09(a)(i) through (iii) of the Agreement; and
(ii) any such collections not applied in the foregoing
manner (and therefore not constituting
55
Reallocated Class B Principal Collections) will, on Distribution Dates with
respect to the Revolving Period, be applied as Available Investor Principal
Collections.
On each Distribution Date the CIA Invested Amount shall be reduced by
the amount of Reallocated CIA Principal Collections and by the amount of
Reallocated Class B Principal Collections for such Distribution Date. In the
event that such reduction would cause the CIA Invested Amount to be a negative
number, the CIA Invested Amount shall be reduced to zero and the Class B
Invested Amount shall be reduced by the amount by which the CIA Invested Amount
would have been reduced below zero. In the event that the reallocation of
Principal Collections would cause the Class B Invested Amount to be a negative
number on any Distribution Date, Principal Collections 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 December 9, 1996 and 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.
56
(b) The Class A Certificate Rate, the Class B Certificate Rate
and the CIA Certificate Rate applicable to the then current and the immediately
preceding Interest Periods may be obtained by any Series 1996-7
Certificateholder by telephoning the CIA Paying Agent in New York, New York at
its corporate trust office at (000) 000-0000.
(c) On each LIBOR Determination Date, the Trustee shall send to
the Servicer by facsimile notification of LIBOR for the following Interest
Period. The Trustee shall cause the Class A Monthly Interest and 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.
(d) The Servicer will notify the Trustee and the Paying Agents of
each determination of the Class A Certificate Rate, the Class B Certificate
Rate, the amount of interest payable on the Class A Certificates and the Class B
Certificates for such Interest Period and the beginning and ending dates of each
Interest Period promptly after such determination is made. So long as the Class
A Certificates and the Class B Certificates are represented by the Temporary
Global Certificates, the Principal Paying Agent shall notify the Foreign
Clearing Agencies, and so long as the Class A Certificates and the Class B
Certificates are listed on the Luxembourg Stock Exchange and the rules of the
Luxembourg Stock Exchange so require, the Luxembourg Paying Agent will notify
the Luxembourg Stock Exchange of such determination not later than two Business
Days thereafter.
(e) The Principal Paying Agent will cause the Class A Certificate
Rate and the Class B Certificate Rate for each Interest Period, the amount of
interest payable on the Class A Certificates and the Class B Certificates for
such Interest Period in respect of each $10,000 and $100,000 denomination of
Class A Certificates and Class B Certificates and the beginning and ending dates
and Distribution Date for each Interest Period to be published in a daily
newspaper of general circulation in London, England and, so long as the Class A
Certificates and the Class B Certificates are listed on the Luxembourg Stock
Exchange and the rules of the Luxembourg Stock
57
Exchange so require, the Luxembourg Paying Agent will cause such information to
be published in a daily newspaper of general circulation in Luxembourg, or, if
publication in London or Luxembourg is not practicable, in a daily newspaper of
general circulation in another city in Western Europe, as soon as possible after
the determination of the Class A Certificate Rate and the Class B Certificate
Rate, but in no event later than the fourth Business Day following the
applicable LIBOR Determination Date.
Section 4.16 Principal Funding Account.
-------------------------
(a) The Servicer shall establish and maintain with a Qualified
Institution, which may be the Trustee, in the name of the Trustee, on behalf of
the Trust, for the benefit of the Investor Certificateholders, a segregated
trust account with the corporate trust department of such Qualified Institution
(the "Principal Funding Account"), bearing a designation clearly indicating
-------------------------
that the funds deposited therein are held for the benefit of the Investor
Certificateholders. The Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Principal Funding Account and in
all proceeds thereof. The Principal Funding Account shall be under the sole
dominion and control of the Trustee for the benefit of the Investor
Certificateholders. If any time the institution holding the Principal Funding
Account ceases to be a Qualified Institution the Transferor shall notify the
Trustee, and the Trustee upon being notified (or the Servicer on its behalf)
shall, within ten (10) Business Days, establish a new Principal Funding Account
meeting the conditions specified above with a Qualified Institution, and shall
transfer any cash or any investments to such new Principal Funding Account. The
Trustee, at the written direction of the Servicer, shall (i) make withdrawals
from the Principal Funding Account from time to time, in the amounts and for
the purposes set forth in this Supplement, and (ii) on each Transfer Date (from
and after the commencement of the Accumulation Period) prior to termination of
the Principal Funding Account make a deposit into the Principal Funding Account
in the amount specified in, and otherwise in accordance with, subsection 4.09(e)
of the Agreement.
(b) Funds on deposit in the Principal Funding Account shall be
invested at the written direction
58
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
CIA Available Funds pursuant to subsections 4.09(a), 4.09(b) and 4.09(c),
respectively, of the Agreement and (y) pay any excess Principal Funding
Investment Proceeds to the Transferor. An amount equal to any Principal Funding
Investment Shortfall will be deposited in the Finance Charge Account on each
Transfer Date from the Reserve Account to the extent funds are available
pursuant to subsections 4.17(d), 4.17(e) and 4.17(f) of the Agreement. Principal
Funding Investment Proceeds (including reinvested interest) shall not be
considered part of the amounts on deposit in the Principal Funding Account for
purposes of this Series Supplement.
Section 4.17 Reserve Account.
---------------
(a) The Servicer shall establish and maintain with a Qualified
Institution, which may be the Trustee, in the name of the Trustee, on behalf of
the Trust, for the benefit of the Investor Certificateholders, a segregated
trust account with the corporate trust department of such Qualified Institution
(the "Reserve Account"), bearing a designation clearly indicating that the funds
---------------
deposited therein are held for the benefit of the Investor Certificateholders.
The Trustee shall possess all right, title and interest in all funds on deposit
59
from time to time in the Reserve Account and in all proceeds thereof. The
Reserve Account shall be under the sole dominion and control of the Trustee for
the benefit of the Investor Certificateholders. If at any time the institution
holding the Reserve Account ceases to be a Qualified Institution the Transferor
shall notify the Trustee, and the Trustee upon being notified (or the Servicer
on its behalf) shall, within 10 Business Days, 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
60
sentence, investment earnings on such funds shall be deemed not to be available
or on deposit.
(c) On each Transfer Date with respect to the Accumulation Period
prior to the payment in full of the Invested Amount and the first Transfer Date
with respect to the Rapid Amortization Period, the Servicer shall calculate the
"Reserve Draw Amount" which shall be equal to the Principal Funding Investment
-------------------
Shortfall with 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) and 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 1996-7 Certificateholders, (iii)
if the Accumulation Period has not commenced, the occurrence of a Pay Out Event
with respect to Series 1996-7 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
61
payment of all amounts owing to the Series 1996-7 Certificateholders that are
payable from the Reserve Account as provided herein, shall withdraw from the
Reserve Account and deposit in the Finance Charge Account all amounts, if any,
on deposit in the Reserve Account for application in accordance with Section
4.09 of the Agreement and the Reserve Account shall be deemed to have
terminated for purposes of this Supplement.
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 1996-7 Certificates:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
Section 5.01 Distributions.
-------------
(a) On each Distribution Date, the Principal 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 (other than as provided in subsection 2.04(e) or in Section
12.03 of the Agreement respecting a final distribution) in accordance with sub
section 5.01(e) 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 A/B Distribution Account as are
payable to the Class A Certificateholders pursuant to subsection 4.09(h) and
Section 4.10 of the Agreement.
(b) On each Distribution Date, the Principal Paying Agent shall
distribute (in accordance with the certificate delivered by the Servicer to the
Trustee pursuant to subsection 3.04(b) of the Agreement) to each Class B
Certificateholder (other than as provided in subsection 2.04(e) or in Section
12.03 of the Agreement respecting a final distribution) in accordance with
subsection 5.01(e) 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 A/B Distribution Account as are
62
payable to the Class B Certificateholders pursuant to subsection 4.09(h) and
Section 4.10 of the Agreement.
(c) On each Distribution Date, the CIA Paying Agent shall
distribute (in accordance with the certificate delivered by the Servicer to the
Trustee pursuant to subsection 3.04(b) of the Agreement) to each CIA
Certificateholder of record on the preceding Record Date (other than as provided
in subsection 2.04(e) or in Section 12.03 of the Agreement respecting a final
distribution) such Certificateholder's pro rata share(based on the aggregate
--- ----
Undivided Interests represented by CIA Certificates held by such
Certificateholder) of amounts on deposit in the CIA Distribution Account as are
payable to the CIA Certificateholders pursuant to subsection 4.09(h)(iii),
Section 4.10, subsection 4.13(f) and, to the extent specified in the Spread
Account Agreement, subsection 4.13(k) of the Agreement by wire transfer, at the
expense of such CIA Certificateholder, to an account or accounts designated by
such CIA Certificateholder by written notice given to the CIA Paying Agent not
less than five days prior to the related Distribution Date; provided, however,
-------- -------
that the final payment in retirement of the CIA Certificates will be made only
upon presentation and surrender of the CIA Certificates at the office or offices
specified in the notice of such final distribution delivered by the Trustee
pursuant to Section 12.03 of the Agreement.
(d) Any money paid by the Trust to any of the Paying Agents for
payment of principal or interest which remains unclaimed for two years after
such principal or interest shall have become due and payable will be repaid to
the Trust, and thereafter any holder of a Certificate or a Coupon may look only
to the Trust for payment thereof.
(e) Except as provided in Section 12.03 of the Agreement with
respect to a final distribution, distributions to Class A Certificateholders and
Class B Certificateholders hereunder shall be made only upon presentation of
the Class A Permanent Global Certificates, the Class B Permanent Global
Certificates, the Class A Bearer Certificates, the Class B Bearer Certificates
or their respective Coupons, as the case may be, at the offices of the Principal
Paying Agent, the Luxembourg Paying Agent and any co-paying agents outside the
United States as may be appointed from time to time. Payments of
63
principal of and interest on the Class A Certificates and Class B Certificates
will be made, at the option of the beneficial owner or holder, as the case may
be, upon written notice to the Principal Paying Agent, of Class A Certificates,
Class B Certificates or Coupons, by United States dollar check or United States
dollar bank draft drawn on a bank account of the Principal Paying Agent in
London, or by transfer in same day funds to a United States dollar account
maintained by the payee with a bank outside the United States, subject in each
case to all applicable laws and regulations. No commissions or expenses shall
be charged to the beneficial owners or holders of Class A Certificates, Class B
Certificates or Coupons in respect of such payments. To the extent necessary
under the tax laws of the United States, or any official application or
interpretation of the tax laws of the United States, for such payments to be
treated as having been made outside the United States and its possessions, no
such check or bank draft shall be mailed by any of the Paying Agents to any
address in the United States or its possessions and no transfer of funds shall
be made to an account maintained by the payee in the United States or its
possessions.
Section 5.02 Monthly Certificateholders' Statement.
--------------------------------------
(a) On each Distribution Date, the Principal Paying Agent shall
make available at its offices in London, England to each Class A
Certificateholder and each Class B Certificateholder and the CIA Paying Agent
shall forward to each CIA Certificateholder and each Rating Agency a statement
substantially in the form of Exhibit E prepared by the Servicer and delivered to
---------
the Trustee and each Paying Agent on the preceding Determination Date setting
forth the following information (which, in the case of (i), (ii) and (iii)
below, shall be stated on the basis of an original principal amount of $1,000
per Certificate):
(i) the total amount distributed;
(ii) the amount of such distribution allocable to Certificate
Interest;
(iii) the amount of such distribution allocable to Certificate
Principal;
64
(iv) the amount of Collections of Principal Receivables
processed during the related Monthly Period and allocated in respect
of the Class A Certificates, the Class B Certificates and the CIA
Certificates, respectively;
(v) the amount of Collections of Finance Charge Receivables
processed during the related Monthly Period and allocated in respect
of the Class A Certificates, the Class B Certificates and the CIA
Certificates, respectively, and the amount of Principal Funding
Investment Proceeds and investment earnings on amounts on deposit in
the Reserve Account;
(vi) the aggregate amount of Principal Receivables, the
Invested Amount, the Class A Invested Amount, the Class B Invested
Amount, the CIA Invested Amount, the Floating Allocation Percentage
and, during the Amortization Period, the Fixed/Floating Allocation
Percentage with respect to the Principal Receivables in the Trust as
of the end of the day on the Record Date;
(vii) the aggregate outstanding balance of Accounts which are
35, 65, 95, 125, 155 and 185 or more days Contractually Delinquent as
of the end of the day on the Record Date;
(viii) the aggregate Investor Default Amount, the Class A
Investor Default Amount, the Class B Investor Default Amount and the
CIA Investor Default Amount for the related Monthly Period;
(ix) the aggregate amount of Class A Investor Charge Offs, and
the amount by which the Class B Invested Amount and the CIA Invested
Amount have been reduced with respect to the related Monthly Period;
(x) the aggregate amount of Class A Investor Charge Offs
reimbursed and the amount by which reductions of the Class B Invested
Amount and the CIA Invested Amount have been reimbursed on the
Transfer Date immediately preceding such Distribution Date;
65
(xi) the amount of the Class A Monthly Servicing Fee, the Class
B Monthly Servicing Fee and the CIA Monthly Servicing Fee for the
related Monthly Period;
(xii) the amount of Reallocated CIA Principal Collections and
Reallocated Class B Principal Collections with respect to such
Distribution Date;
(xiii) the CIA Invested Amount as of the close of business on
such Distribution Date;
(xiv) the Class A Pool Factor and the Class B Pool Factor as of
the end of the last day of the related Monthly Period;
(xv) the Portfolio Yield for the related Monthly Period;
(xvi) the Base Rate for the related Monthly Period;
(xvii) the Principal Funding Account Balance on the related
Transfer Date;
(xviii)the Accumulation Shortfall;
(xix) the Accumulation Period Commencement Date and the
Accumulation Period Length; and
(xx) the Principal Funding Investment Shortfall, the Required
Reserve Account Amount, the Reserve Account Balance and the Reserve
Draw Amount for such Monthly Period.
(b) Annual Certificateholders' Tax Statement. On or before
-----------------------------------------
January 31 of each calendar year, beginning with calendar year 1997, the Trustee
shall distribute to each Person who at any time during the preceding calendar
year was a CIA Certificateholder, a statement prepared by the Servicer
containing the information required to be contained in the regular monthly
report to Series 1996-7 Certificateholders, as set forth in subclauses (i),
(ii) and (iii) above, aggregated for such calendar year or the applicable
portion thereof during which such Person was a CIA Certificateholder, together
66
with such other customary information (consistent with the treatment of the
Certificates as debt) as the Trustee or the Servicer deems necessary or
desirable to enable the CIA 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. Article VI of the Agreement. Article VI of the Agreement
---------------------------
(except for Sections 6.01 through 6.12 and Section 6.14 thereof) shall read in
its entirety as follows and shall be applicable only to the Series 1996-7
Certificates.
ARTICLE VI
THE CERTIFICATES
Section 6.15. Global Certificates.
-------------------
(a) Notwithstanding anything to the contrary in the Agreement or the
Series 1996-7 Supplement, the Class A Certificates will initially be issued in
the form of a single temporary global certificate (the "Class A Temporary
-----------------
Global Certificate") in bearer form, without interest coupons, in the
------------------
denomination of the entire aggregate principal amount of the Class A
Certificates and substantially in the form set forth in Exhibit A-1. The Class
-----------
A Temporary Global Certificate will be executed by the Transferor and delivered
to the Trustee and authenticated and delivered by the Trustee or its agent to
the Common Depositary outside the United States for credit to the respective
accounts of the Foreign Clearing Agencies and will be exchanged as described in
Section 6.16(a) for a single permanent global certificate (the "Class A
-------
Permanent Global Certificate") in bearer form substantially in the form of
----------------------------
Exhibit A-2.
-----------
(b) Notwithstanding anything to the contrary in the Agreement or the
Series 1996-7 Supplement, the Class B Certificates will initially be issued in
the form of a single temporary global certificate (the "Class B Temporary Global
------------------------
Certificate" and together with the Class A Temporary Global Certificate, the
-----------
"Temporary Global Certificates") in bearer form, without interest coupons, in
-----------------------------
67
the denomination of the entire aggregate principal amount of the Class B
Certificates and substantially in the form set forth in Exhibit B-1. The Class B
-----------
Temporary Global Certificate will be executed by the Transferor and delivered to
the Trustee and authenticated and delivered by the Trustee or its agent to the
Common Depositary outside the United States for credit to the respective
accounts of the Foreign Clearing Agencies and will be exchanged as described in
Section 6.16(b) for a single permanent global certificate (the "Class B
-------
Permanent Global Certificate") in bearer form substantially in the form of
----------------------------
Exhibit B-2.
-----------
(c) No interest will be paid in respect of any beneficial interest in
the Temporary Global Certificates and no exchange of an interest in the
Temporary Global Certificates for an interest in the applicable Permanent Global
Certificate may occur until the person entitled to receive such interest in the
applicable Permanent Global Certificate provides certification as to non-U.S.
beneficial ownership as provided in Section 6.16.
Section 6.16. Exchange of Temporary Global Certificates for Permanent
-------------------------------------------------------
Global Certificates.
-------------------
(a) Union Bank of Switzerland, London Branch, shall, upon its
determination of the Temporary Global Certificate Exchange Date, so advise the
Trustee, the Transferor, the Common Depositary and each Foreign Clearing Agency
forthwith. On or after the Temporary Global Certificate Exchange Date, the Class
A Temporary Global Certificate may be exchanged, in whole or in part (free of
charge), for the Class A Permanent Global Certificate in the form set out in
Exhibit A-2 upon presentation of the Class A Temporary Global Certificate by the
-----------
bearer thereof at the offices of the Principal Paying Agent in London, England
(or at such other place outside the United States as the Principal Paying Agent
may agree). The Class A Permanent Global Certificate will be executed by the
Transferor and delivered to the Trustee or its agent, and the Trustee or its
agent shall authenticate the Class A Permanent Global Certificate, promptly on
or after the Temporary Global Certificate Exchange Date in connection with such
exchange. The Class A Permanent Global Certificate shall be delivered by the
Trustee or its agent promptly on or after the Temporary Global Certificate
Exchange Date to the Common Depositary. The Class A Permanent Global Certificate
shall be exchanged for only
68
that portion of the Class A Temporary Global Certificate in respect of which
there shall have been presented to the Principal Paying Agent by Euroclear or
Cedel, as applicable, a certificate, substantially in the form set out in
Exhibit G-1, to the effect that it has received from or in respect of a person
-----------
entitled to a particular principal amount of the Class A Certificates (as shown
by its records) a certificate from such person in or substantially in the form
of Exhibit G-2. The Class A Permanent Global Certificate to be delivered in
-----------
exchange for any portion of the Class A Temporary Global Certificate shall be
delivered to the Common Depositary outside the United States for credit to the
respective accounts of the Foreign Clearing Agencies.
On an exchange of the whole of the Class A Temporary Global
Certificate, the Class A Temporary Global Certificate shall be surrendered to
the Principal Paying Agent in London, England for cancellation and destruction.
On an exchange of only part of the Class A Temporary Global Certificate, details
of such exchange shall be entered by the Principal Paying Agent on behalf of the
Trust on Schedule A of the Class A Temporary Global Certificate and Schedule A
of the Class A Permanent Global Certificate, and further exchanges may be
effected, without the issue of a new Class A Permanent Global Certificate, by
the Principal Paying Agent endorsing Schedule A of the Class A Permanent Global
Certificate previously issued to reflect an increase in the aggregate principal
amount of the Class A Permanent Global Certificate which would otherwise have
been issued on such exchange and endorsing Schedule A of the Class A Temporary
Global Certificate previously issued to reflect a decrease in the aggregate
principal amount of the Class A Temporary Global Certificate.
(b) On or after the Temporary Global Certificate Exchange Date, the
Class B Temporary Global Certificate may be exchanged, in whole or in part (free
of charge), for the Class B Permanent Global Certificate in the form set out in
Exhibit B-2 upon presentation of the Class B Temporary Global Certificate by the
-----------
bearer thereof at the offices of the Principal Paying Agent in London, England
(or at such other place outside the United States as the Principal Paying Agent
may agree), and the Trustee shall make the Class B Permanent Global Certificate
available promptly on or after the Temporary Global Certificate
69
Exchange Date in connection with such exchange. The Class B Permanent Global
Certificate shall be authenticated and delivered by the Trustee or its agent in
exchange for only that portion of the Class B Temporary Global Certificate in
respect of which there shall have been presented to the Principal Paying Agent
by Euroclear or Cedel, as applicable, a certificate, substantially in the form
set out in Exhibit G-1 that the Trustee has no reason to know is false, to the
-----------
effect that it has received from or in respect of a person entitled to a
particular principal amount of the Class B Certificates (as shown by its
records) a certificate from such person in or substantially in the form of
Exhibit G-2. The Class B Permanent Global Certificate to be delivered in
-----------
exchange for any portion of the Class B Temporary Global Certificate shall be
delivered to the Common Depositary outside the United States for credit to the
respective accounts of the Foreign Clearing Agencies.
On an exchange of the whole of the Class B Temporary Global
Certificate, the Class B Temporary Global Certificate shall be surrendered to
the Principal Paying Agent in London, England for cancellation and destruction.
On an exchange of only part of the Class B Temporary Global Certificate, details
of such exchange shall be entered by the Principal Paying Agent on behalf of the
Trust, and further exchanges may be effected, without the issue of a new Class B
Permanent Global Certificate, by the Trust or its agent endorsing Schedule A of
the Class B Permanent Global Certificate previously issued to reflect an
increase in the aggregate principal amount of the Class B Permanent Global
Certificate which would otherwise have been issued on such exchange.
(c) The delivery to the Trustee by a Foreign Clearing Agency of any
written statement referred to above may be relied upon by the Transferor and the
Trustee as conclusive evidence that a corresponding certification or
certifications has or have been delivered to such Foreign Clearing Agency
pursuant to the terms of this Series Supplement.
Section 6.17. Exchange of Permanent Global Certificates for Bearer
----------------------------------------------------
Certificates. If (i) either Euroclear or Cedel is closed for business for a
------------
continuous period of 14 days (other than by reason of holiday, statutory or
otherwise) or otherwise permanently ceases busi-
70
ness or announces an intention permanently to cease business or (ii) the
Transferor so elects by notice to the Series 1996-7 Certificateholders, then the
Transferor will, within 90 days of the occurrence of the relevant event in (i)
or (ii) above, execute and deliver to the Trustee at its London office or its
designated agent outside the United States, definitive Class A Bearer
Certificates in the form of Exhibit A-3 (the "Class A Bearer Certificates") and
----------- ---------------------------
Class B Bearer Certificates in the form of Exhibit B-3 (the "Class B Bearer
----------- --------------
Certificates" and together with the Class A Bearer Certificate, the "Bearer
------------ ------
Certificates"). The Trustee or its designated agent shall provide at least 60
------------
days' prior written notice of any issuance of Bearer Certificates to Class A
Certificateholders or Class B Certificateholders, as applicable. All Bearer
Certificates so issued and delivered will have coupons attached substantially in
the form of Exhibit F-1 and a special coupon substantially in the form of
-----------
Exhibit F-2 (collectively, the "Coupons"). The Permanent Global Certificates may
----------- -------
be exchanged for an equal aggregate amount of the Bearer Certificates only on or
after the Temporary Global Certificate Exchange Date. Notwithstanding the
foregoing, no holder of an interest in a Temporary Global Certificate will have
any right to receive a Bearer Certificate in exchange for such interest prior to
the Temporary Global Certificate Exchange Date and prior to certification (in
the manner provided in Section 6.16) that either such holder is not a United
States person or is otherwise a permitted holder.
The Permanent Global Certificates shall be exchanged, in whole, for
security-printed Bearer Certificates in denominations of U.S. $100,000 and U.S.
$10,000. Such exchange will be made upon presentation of the Permanent Global
Certificates by the bearer thereof on any London Business Day at the principal
office of the Principal Paying Agent in London, England for cancellation and
destruction. On an exchange of the whole of a Permanent Global Certificate, such
Permanent Global Certificate shall be surrendered to the Principal Paying Agent
in London, England. The Bearer Certificates to be delivered in exchange for the
Permanent Global Certificates shall be delivered only outside the United States.
Any exchange as provided in this Section shall be made free of charge
to the holders and the beneficial owners of the Permanent Global Certificates
and to the
71
beneficial owners of the Bearer Certificates issued in exchange, except that a
person receiving a Bearer Certificate must bear the cost of insurance, postage,
transportation and the like in the event that such person does not receive such
Bearer Certificate in person at the offices of applicable Foreign Clearing
Agency.
Until the exchange of the Permanent Global Certificates as aforesaid,
the bearer thereof shall in all respects be entitled to the same benefits as if
it were the bearer of Bearer Certificates and the Coupons attached thereto.
Section 6.18 Monthly Payment Coupons. Following the occurrence of a
-----------------------
Pay Out Event and upon the surrender of a Class A Bearer Certificate or Class B
Bearer Certificate, as applicable, and all unmatured Coupons appertaining
thereto (or in the case of missing unmatured Coupons, cash in an amount due
under such missing unmatured Coupons (based upon the Class A Certificate Rate
or the Class B Certificate Rate, as applicable, for the first Interest Period
ending after the occurrence of such Pay Out Event)) to the Trustee at its office
outside the United States or any Paying Agent, the Holder of such Bearer
Certificate shall receive coupons in the form of Exhibit F-3 (the "Monthly
----------- -------
Payment Coupons") entitling such Holder to receive monthly payments of principal
---------------
and interest on each Distribution Date relating to the Rapid Amortization
Period. Such Holder shall receive one Monthly Payment Coupon for each
Distribution Date during the period from the date of such surrender to the
February 2000 Distribution Date. Any amounts paid as cash in lieu of missing
unmatured coupons will be paid upon surrender of the missing Coupons.
SECTION 9. Series 1996-7 Pay Out Events. If any one of the following
----------------------------
events shall occur with respect to the Series 1996-7 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
72
material adverse effect on the Series 1996-7 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 1996-7 Certificates evidencing Undivided Interests
aggregating not less than 50% of the Invested Amount of this Series 1996-7, and
continues to affect materially and adversely the interests of the Series 1996-7
Certificateholders for such 60-day period;
(b) any representation or warranty made by the Transferor in the
Agreement or this Series Supplement, or any information contained in a computer
file or microfiche list required to be delivered by the Transferor pursuant to
Section 2.01 or 2.06 of the Agreement, (i) shall prove to have been incorrect in
any material respect when made or when delivered, which continues to be
incorrect in any material respect for a period of 60 days after the date on
which written notice of such failure, requiring the same to be remedied, shall
have been given to the Transferor by the Trustee, or to the Transferor and the
Trustee by the Holders of the Series 1996-7 Certificates evidencing Undivided
Interests aggregating more than 50% of the Invested Amount of this Series 1996-
7, and (ii) as a result of which the interests of the Series 1996-7
Certificateholders are materially and adversely affected and continue to be
materially and adversely affected for such 60-day period; provided, however,
-------- -------
that a Series 1996-7 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;
(e) any Servicer Default shall occur which would have a material
adverse effect on the Series 1996-7 Certificateholders;
73
(f) the Servicer determines that the Trust has or will become
obligated to deduct or withhold amounts ("Withholding Tax") from payments to be
---------------
made to the Class A Certificateholders or the Class B Certificateholders on the
next succeeding Distribution Date for or on account of any tax, assessment or
other governmental charge by the United States or any political subdivision or
taxing authority thereof or therein on any amounts due to the Class A
Certificateholders or the Class B Certificateholders (other than any such tax
that would not have been imposed but for any connection between such holder and
the United States, the Trust or the Transferor, or the status of such holder for
United States federal income tax purposes), as a result of any change in, or
amendment to, the laws (or regulations or rulings promulgated thereunder) of
the United States or any political subdivision or taxing authority thereof or
therein, or any change in official position regarding the application or
interpretation of such laws, regulations or rulings (including a change in the
law or in the official application or interpretation of the law of any
jurisdiction), other than any such change which results in the
recharacterization of the Class A Certificates or the Class B Certificates as
not constituting indebtedness for United States federal income tax purposes,
which change or amendment becomes effective on or after the Closing Date;
provided that such obligation to deduct or withhold cannot be avoided by the use
--------
of reasonable measures available to the Trust that, in the good faith opinion of
the Servicer, will not have either (x) a material adverse impact on the conduct
of the business of the Transferor or (y) an adverse effect on or will result in
a Rating Agency's reducing or withdrawing its rating of the Series 1996-7
Certificates on any other outstanding Series of Investor Certificates; and
provided further, that if the effective date of the foregoing change or
-------- -------
amendment is a date that is 90 days or more from the date of the Servicer's
determination, such Series 1996-7 Pay Out Event shall be deemed to occur on the
first Distribution Date on or following the Servicer's determination; or
(g) the Servicer determines that payments to the Class A
Certificateholders or the Class B Certificateholders on the next succeeding
Distribution Date made outside the United States by the Trustee, the Servicer or
any Paying Agent in respect of any Class A Certificate, Class B Certificate or
Coupon would, under any present or
74
future law or regulation of the United States, be subject to any certification,
documentation, information or other reporting requirement of any kind, the
effect of which requirement is the disclosure to the Trustee, the Servicer, any
Paying Agent or any government authority of the nationality, residence or
identity of a beneficial owner of such Class A Certificate, Class B Certificate
or Coupon who is a United States Alien (other than such a requirement (x) which
would not be applicable to a payment made by the Trustee, the Servicer or by any
Paying Agent (i) directly to the beneficial owner or (ii) to a custodian,
nominee or other agent of the beneficial owner, (y) which can be satisfied by
such custodian, nominee or other agent certifying that the beneficial owner is a
United States Alien, provided that, in any case referred to in clauses (x)(ii)
or (y), payment by the custodian, nominee or agent to the beneficial owner is
not otherwise subject to any such requirement or (z) which would not be
applicable to a payment made by at least one other Paying Agent); 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 1996-7 Certificates evidencing Undivided Interests
aggregating more than 50% of the Invested Amount of this Series 1996-7 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
1996-7 Pay Out Event") has occurred as of the date of such notice, and in the
case of any event described in subparagraphs (c), (d), (f) or (g) a Series 1996-
7 Pay Out Event shall occur without any notice or other action on the part of
the Trustee or the Series 1996-7 Certificateholders immediately upon the
occurrence of such event. The Servicer's determination that an event described
in subsection (f) or (g) has occurred will be evidenced by delivery to the
Trustee of (x) a certificate setting forth a statement of facts showing that
such Pay Out Event has occurred or will occur and (y) an opinion of independent
legal counsel to such effect based on such statement of facts. In any such case,
the Pay Out Event in either subsection (f) or (g) shall be deemed to have
occurred on the first Distribution Date following the Servicer's determination.
SECTION 10. Series 1996-7 Termination. The right of the Series 1996-7
-------------------------
Certificateholders to receive
75
payments from the Trust will terminate on the first Business Day following the
Series 1996-7 Termination Date.
SECTION 11. 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 12. Transfers of CIA Certificates; Legends. (a) No CIA
--------------------------------------
Certificate or any interest therein may be sold (including in the initial
offering), conveyed, assigned, hypothecated, pledged, participated, or
otherwise transferred (each, a "Transfer") except in accordance with this
--------
Section 12. Any Transfer of a CIA Certificate otherwise permitted by this
Section 12 will be permitted only if it consists of a pro rata percentage
interest in all payments made with respect to such Holder's CIA Certificates and
no Transfers of partial interests in a CIA Certificate shall be permitted. No
CIA Certificate or any interest therein may be Transferred to any Person (each,
an "Assignee"), unless the Assignee shall have executed and delivered the
--------
certification referred to in subsection 12(e) below and each of the Transferor
and the Servicer shall have granted its prior consent thereto. Such consent
shall be granted (assuming that all other conditions specified in this Section
12 to such Transfer are satisfied) unless the Transferor determines in its sole
and absolute discretion that such Transfer would create a risk that the Trust
would be classified for federal or any applicable state tax purposes as an
association or publicly traded partnership taxable as a corporation; provided,
--------
further, that any attempted Transfer that would cause the number of Targeted
-------
Holders to exceed ninety-nine shall be void; and provided, further, that there
-------- -------
shall not at any time be more than 10 CIA Certificateholders or such other
number as may be consented to by the Transferor which consent may be withheld in
its sole and absolute discretion.
76
(b) Each initial purchaser of a CIA Certificate or any interest
therein and any Assignee thereof shall certify to the Transferor, the Servicer,
and the Trustee that it is either (A)(i) a citizen or resident of the United
States, (ii) a corporation, partnership or other entity organized in or under
the laws of the United States or any political subdivision thereof which, if
such entity is a tax-exempt entity, recognizes that payments with respect to the
CIA Certificates may constitute unrelated business taxable income or (iii) a
person not described in (i) or (ii) whose ownership of the CIA Certificates is
effectively connected with the conduct of a trade or business within the United
States (within the meaning of the Code) and whose ownership of any interest in a
CIA Certificate will not result in any withholding obligation with respect to
any payments with respect to the CIA Certificates by any person or (B) an estate
or trust the income of which is includible in gross income for U.S. federal
income tax purposes. Each initial purchaser of a CIA Certificate also shall
agree that (a) if it is a person described in clause (A)(i) or (A)(ii) above, it
will furnish to the person from whom it is acquiring a CIA Certificate, the
Servicer and the Trustee, a properly executed U.S. Internal Revenue Service Form
W-9 (and will agree to furnish a new Form W-9, or any successor applicable
form, upon the expiration or obsolescence of any previously delivered form) or
(b) if it is a person described in clause (A)(iii) above, it will furnish to
the person from whom it is acquiring a CIA Certificate, the Servicer and the
Trustee, a properly executed U.S. Internal Revenue Service Form 4224 (and will
agree to furnish a new Form 4224, or any successor applicable form, upon the
expiration or obsolescence of any previously delivered form and comparable
statements in accordance with applicable U.S. laws), and, in each case, such
other certifications, representations or opinions of counsel as may be
requested by the Transferor, the Servicer or the Trustee.
(c) Each initial purchaser of a CIA Certificate or any interest
therein and any Assignee thereof shall further certify to the Transferor, the
Servicer and the Trustee that it has neither acquired nor will it sell, trade or
transfer any interest in a CIA Certificate or cause an interest in a CIA
Certificate to be marketed on or through an "established securities market"
within the meaning of Section 7704(b)(1) of the Code and any treasury regulation
thereunder, including, without limitation, an
77
over-the-counter-market or an interdealer quotation system that regularly
disseminates firm buy or sell quotations. In addition, each initial purchaser of
a CIA Certificate or any interest therein and any Assignee shall certify, prior
to any delivery or Transfer to it of a CIA Certificate that it is not and will
not become a partnership, Subchapter S corporation or grantor trust for U.S.
federal income tax purposes. If an initial purchaser of an interest in a CIA
Certificate or an Assignee cannot make the certification described in the
preceding sentence, the Transferor may, in its sole discretion, prohibit a
Transfer to such entity; provided, however, that if the Transferor agrees to
permit such a Transfer, the Transferor, the Servicer or the Trustee may require
additional certifications in order to prevent the Trust from being treated as a
publicly traded partnership. Each initial purchaser of an interest in a CIA
Certificate and Assignee acknowledges that the Opinion of Counsel to the effect
that the Trust will not be treated as a publicly traded partnership taxable as a
corporation is dependent in part on the accuracy of the certifications described
in this subsection 12(c).
(d) Each CIA Certificate will bear a legend or legends
substantially in the following form:
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF
FIRST USA BANK AND THE TRUSTEE THAT SUCH PURCHASER IS NOT (I) AN EMPLOYEE
BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO THE PROVISIONS
OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), (III) A GOVERNMENTAL PLAN, AS
DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY OR (V) A
PERSON INVESTING "PLAN ASSETS" OF ANY SUCH PLAN (INCLUDING FOR PURPOSES OF
CLAUSE (IV) OR (V), ANY INSURANCE COMPANY GENERAL ACCOUNT, BUT EXCLUDING ANY
ENTITY REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) (EACH
SUCH PERSON DESCRIBED IN CLAUSES (I) THROUGH (V), A "PLAN PURCHASER");
PROVIDED, HOWEVER, THAT A PURCHASER SHALL NOT BE REQUIRED TO MAKE THE
REPRESENTATIONS AND WARRANTIES SET FORTH IN
78
ANY OF CLAUSES (I) THROUGH (V) ABOVE IF THE TRUSTEE SHALL HAVE RECEIVED THE
PRIOR WRITTEN CONSENT OF THE TRANSFEROR TO THE TRANSFER TO SUCH ENTITY; AND
PROVIDED, FURTHER, THAT NO SUCH CONSENT SHALL BE GRANTED IF THE TRANSFEROR
DETERMINES IN ITS SOLE AND ABSOLUTE DISCRETION THAT SUCH TRANSFER WOULD CAUSE
THE AGGREGATE PERCENTAGE OF THE CIA INVESTED AMOUNT TRANSFERRED TO PLAN
PURCHASERS TO EQUAL OR EXCEED 25% OF THE CIA INVESTED AMOUNT AND ANY ATTEMPTED
TRANSFER THAT WOULD CAUSE THE PERCENTAGE OF THE CIA INVESTED AMOUNT TRANSFERRED
TO PLAN PURCHASERS TO EQUAL OR EXCEED 25% OF THE CIA INVESTED AMOUNT WILL BE
VOID.
THIS CERTIFICATE MAY NOT BE ACQUIRED, SOLD, TRADED OR
TRANSFERRED, NOR MAY AN INTEREST IN THIS CERTIFICATE BE MARKETED, ON OR THROUGH
AN "ESTABLISHED SECURITIES MARKET" WITHIN THE MEANING OF SECTION 7704(b)(1) OF
THE CODE AND ANY PROPOSED, TEMPORARY OR FINAL TREASURY REGULATION THEREUNDER,
INCLUDING, WITHOUT LIMITATION, AN OVER-THE-COUNTER-MARKET OR AN INTERDEALER
QUOTATION SYSTEM THAT REGULARLY DISSEMINATES FIRM BUY OR SELL QUOTATIONS.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
STATE SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES
THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY
(1) TO THE TRANSFEROR, (2) TO A LIMITED NUMBER OF INSTITUTIONAL "ACCREDITED
INVESTORS" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES
ACT) AND IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (UPON DELIVERY OF THE DOCUMENTATION REQUIRED BY THE POOLING AND
SERVICING AGREEMENT AND, IF THE TRUSTEE SO REQUIRES, AN OPINION OF COUNSEL
SATISFACTORY TO THE TRUSTEE) OR (3) PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A ("QIB") PURCHASING FOR ITS OWN ACCOUNT OR
A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A. EACH CERTIFICATE OWNER BY ACCEPTING A BENEFICIAL INTEREST
IN THIS CERTIFICATE IS DEEMED TO REPRESENT THAT IT IS EITHER A QIB PURCHASING
FOR ITS OWN ACCOUNT, A QIB PURCHASING FOR THE ACCOUNT OF ANOTHER QIB OR AN
INSTITUTIONAL
79
"ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT). THIS CERTIFICATE WILL NOT BE ACCEPTED FOR REGISTRATION OF
TRANSFER EXCEPT UPON PRESENTATION OF EVIDENCE SATISFACTORY TO THE TRANSFER AGENT
AND REGISTRAR THAT THE RESTRICTIONS ON TRANSFER SET FORTH IN THE SERIES 1996-7
SUPPLEMENT HAVE BEEN COMPLIED WITH. THIS CERTIFICATE MAY NOT BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT THE PRIOR WRITTEN CONSENT OF
EACH OF THE TRANSFEROR AND THE SERVICER AND UNLESS AND UNTIL THE TRUSTEE SHALL
HAVE RECEIVED THE CERTIFICATIONS REQUIRED BY THE SERIES 1996-7 SUPPLEMENT.
(e) Upon surrender for registration of transfer of a CIA
Certificate at the office of the Transfer Agent and Registrar, accompanied by a
certification by the CIA Certificateholder substantially in the form attached
as Exhibit H, executed by the registered owner, in person or by such CIA
Certificateholder's attorney thereunto duly authorized in writing, and receipt
by the Trustee of the written consent of each of the Transferor and the
Servicer to such transfer, such CIA Certificate shall be transferred upon the
Certificate Register, and the Transferor shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferees one or more
new registered CIA Certificates of any authorized denominations and of a like
aggregate principal amount and tenor. Such transfers of CIA Certificates shall
be subject to the restrictions set forth in this Section 12, to such other
restrictions as shall be set forth in the text of the CIA Certificates and to
such reasonable regulations as may be prescribed by the Transferor. Successive
registrations and registrations of transfers as aforesaid may be made from time
to time as desired, and each such registration shall be noted on the Certificate
Register.
(f) No CIA Certificate or any interest therein may be
Transferred (including in the initial offering) to (i) an employee benefit plan
(as defined in Section 3(3) 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 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
80
assets include plan assets by reason of a plan's investment in the entity or
(v) a person investing "plan assets" of any such plan (including for purposes of
clause (iv) or (v), any insurance company general account, but excluding any
entity registered under the Investment Company Act of 1940, as amended) (each
such Person described in clauses (i) through (v), a "Plan Purchaser"), unless
--------------
the Assignee shall have executed and delivered the certification referred to in
---------
subsection 12(e) above and each of the Transferor and the Servicer shall have
granted its prior written consent thereto. No such consent shall be granted if
the Transferor determines in its sole and absolute discretion that such
Transfer would cause the aggregate percentage of the CIA Invested Amount
Transferred to Plan Purchasers to equal or exceed 25% of the CIA Invested
Amount; provided, further, that any attempted Transfer that would cause the
-------- -------
percentage of the CIA Invested Amount Transferred to Plan Purchasers to equal
or exceed 25% of the CIA Invested Amount shall be void.
SECTION 13. 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 CIA Certificateholders 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 CIA
Certificateholders shall not be required for any such withholding. In the event
the Trustee or the Paying Agent withholds any amount from payments made to any
CIA Certificateholder pursuant to federal withholding requirements, the Trustee
or the Paying Agent shall indicate to such CIA Certificateholder the amount
withheld and all such amounts shall be deemed to have been paid to such CIA
Certificateholders and the CIA Certificateholders shall have no claim therefor.
SECTION 14. Tax Characterization of the CIA Certificates. It is the
--------------------------------------------
intention of the parties hereto that the CIA Certificates be treated for tax
purposes as indebtedness. In the event that the CIA Certificates are not so
treated, it is the intention of the parties that the CIA Certificates be treated
as an interest in a partnership that owns the Receivables. In the event that
the CIA Certificates are treated as an interest in a partnership, it is the
intention of the parties that interest
81
payable on the CIA Certificates be treated as guaranteed payments and, if for
any reason it is not so treated, that the holders of beneficial interests in the
CIA Certificates be specially allocated gross interest income equal to the
interest accrued during each Interest Period on the CIA Certificates.
SECTION 15. Amendment and Ratification of Agreement. As
---------------------------------------
supplemented by this Series Supplement, the Agreement is in all respects
ratified and confirmed and the Agreement as so supplemented by this Series
Supplement shall be read, taken, and construed as one and the same instrument.
Subsection 12.01(c) of the Agreement is hereby amended by substituting in the
second sentence thereof in place of the words "and pay the proceeds to all
Certificateholders of such Series . . ." the following: "and pay the proceeds to
the Investor Certificateholders of such Series . . ."
SECTION 16. Counterparts. This Series Supplement may be executed in
------------
any number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and the
same instrument.
SECTION 17. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED
-------------
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 18. Additional Representations and Warranties of the
------------------------------------------------
Servicer. First USA Bank, as initial Servicer, hereby makes, and any Successor
--------
Servicer by its appointment under the Agreement shall make the following
representations and warranties:
(a) All Consents. All authorizations, consents, orders or
------------
approvals of or registrations or declarations with any Governmental Authority
required to be obtained, effected or given by the Servicer in connection with
the execution and delivery of this Supplement by the Servicer and the
performance of the transactions contemplated by this Supplement by the Servicer,
have been duly obtained, effected or given and are in full force and effect.
82
(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).
83
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series 1996-7 Supplement to be duly executed by their respective
officers as of the day and year first above written.
FIRST USA BANK,
Transferor and Servicer
By: /s/ W. Xxxx Xxxxxxxx
-------------------------------
Name: W. Xxxx Xxxxxxxx
Title: Vice President
THE BANK OF NEW YORK (DELAWARE),
Trustee
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Asst. Vice President
EXHIBIT A-1
FORM OF CLASS A TEMPORARY GLOBAL CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO ANY U.S.
PERSON (EACH AS DEFINED HEREIN).
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
THIS CERTIFICATE IS A CLASS A TEMPORARY GLOBAL CERTIFICATE, WITHOUT
COUPONS, EXCHANGEABLE FOR A CLASS A PERMANENT GLOBAL CERTIFICATE IN BEARER FORM
WITHOUT INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS GLOBAL CERTIFICATE, AND
THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE ARE SPECIFIED IN THE
AGREEMENT (AS DEFINED HEREIN).
NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS GLOBAL
CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT
PURSUANT TO THE PROVISIONS HEREOF.
CLASS A TEMPORARY GLOBAL CERTIFICATE
representing
FIRST USA CREDIT CARD MASTER TRUST
U.S. $483,060,000
CLASS A FLOATING RATE ASSET BACKED CERTIFICATES,
SERIES 1996-7
Class A Scheduled Payment Date:
The February 2000 Distribution Date
Each U.S. $100,000 and U.S. $10,000 denomination 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)/
A-1-1
and MasterCard(R) /*/ credit card accounts generated or to be generated by
First USA Bank (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank or any affiliate thereof)
This certifies that the bearer of this Class A Temporary Global
Certificate is the 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 1996-7 Supplement (the "Series 1996-7 Supplement"), dated as of December
11, 1996, 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
1996-7 Supplement), and all other assets and interests constituting the Trust
and all proceeds of the foregoing. The Receivables consist of amounts charged
by cardholders for goods and services and cash advances (such amounts, less the
amount of Discount Receivables, the "Principal Receivables"), plus the related
periodic finance charges (the "Periodic Finance Charges"), annual membership
fees ("Annual Membership Fees"), and amounts charged to the Accounts in respect
of cash advance finance charges, late fees, overlimit fees, return check fees
and similar fees and charges (the "Other Charges"). Receivables in an amount
equal to the product of the Yield Factor (initially 1.3%) and amounts charged by
cardholders
__________________________
/*/ VISA(R) and MasterCard(R) are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
A-1-2
for goods and services and cash advances (the "Discount Receivables") will be
allocated to the Certificates and treated as Finance Charge Receivables
(Discount Receivables, together with the Periodic Finance Charges, Annual
Membership Fees and Other Charges, the "Finance Charge Receivables").
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. 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 First USA Credit Card
Master Trust Class A Floating Rate Asset Backed Certificates, Series 1996-7 (the
"Class A Certificates") and the First USA Credit Card Master Trust Class B
Floating Rate Asset Backed Certificates, Series 1996-7 (the "Class B
Certificates") with the intention that the Class A Certificates and Class B
Certificates will qualify under applicable tax law as indebtedness, and the
Transferor and each holder of a Class A Certificate (a "Class A
Certificateholder") or any interest therein, by acceptance of its Class A
Certificate or any interest therein, agrees to treat the Class A Certificates
for purposes of United States federal, state, local and foreign income or
franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
The Trust's assets are allocated in part to the holders of the Class A
Certificates, the holders of the Class B Certificates and the holders of the
First USA Credit Card Master Trust CIA Certificates, Series 1996-7 (the "CIA
Certificates") (such holders together the "Investor Certificateholders") with
the remainder allocated to holders of other Series of Certificates issued by the
Trust, if any, and to the Transferor. In addition to the
A-1-3
Class A Certificates, the Class B Certificates and the CIA Certificates, the
Exchangeable Transferor Certificate will be reissued pursuant to the Agreement
and will represent the Transferor's interest in the Trust. The reissued
Exchangeable Transferor Certificate will represent the interest in the
Principal Receivables not represented by the Class A Certificates, the Class B
Certificates and the CIA Certificates (together the "Investor Certificates") or
any other Series of Certificates. The Exchangeable Transferor Certificate may
be exchanged by the Transferor pursuant to the Agreement for one or more Series
of Certificates and a reissued Exchangeable Transferor Certificate upon the
conditions set forth in the Agreement. In addition, to the extent permitted for
any Series of Certificates by the related Supplement, the Certificateholders
of such Series may tender their Certificates and the Transferor may tender the
Exchangeable Transferor Certificate in exchange for one or more Series of
Certificates and a reissued Exchangeable Transferor Certificate.
Interest payable on any Distribution Date with respect to the portion
of this Class A Temporary Global Certificate not exchanged for the Class A
Permanent Global Certificate shall be held by the Principal Paying Agent for
payment (without interest accrued thereon) with delivery of the Class A
Permanent Global Certificate related thereto until such time as the person
appearing in the records of the applicable Foreign Clearing Agency as the
beneficial owner hereof or a portion hereof has delivered to such Foreign
Clearing Agency a certification and such Foreign Clearing Agency has delivered
to the Trustee a certification, in each case pursuant to Section 6.16 of the
Series Supplement on or prior to such date of distribution; until so exchanged
in full, this Temporary Global Certificate shall in all other respects be
entitled to the same benefits as Class A Bearer Certificates under the
Agreement.
On any redemption, purchase, exchange or cancellation of any of the
Class A Certificates represented by this Class A Temporary Global Certificate,
details of such redemption, purchase, exchange or cancellation shall be entered
by or on behalf of the Trust in Schedule A hereto recording any such redemption,
purchase, exchange or cancellation and shall be signed by or on behalf of the
Trust. Upon any such redemption, purchase, exchange or cancellation, the
principal amount of this Class A Xxxxx-
X-0-0
rary Global Certificate and the Class A Certificates represented by this Class A
Temporary Global Certificate shall be reduced by the principal amount so
redeemed, purchased, exchanged or cancelled.
This Temporary Global Certificate is exchangeable on and after the
Temporary Global Certificate Exchange Date in whole or from time to time in part
for the Class A Permanent Global Certificate without interest coupons attached
upon request of Xxxxxx Guaranty Trust Company of New York, Brussels office, as
operator of the Euroclear System, or Cedel Bank, societe anonyme, to the Trustee
only upon presentation of certifications, in the form required by Section 6.16
of the Series Supplement, to the effect that the beneficial owners of such Class
A Bearer Certificates are not United States persons. Upon exchange of any
portion of this Temporary Global Certificate for the Class A Permanent Global
Certificate, the Trustee shall cause Schedule A of this Temporary Global
Certificate to be endorsed to reflect the reduction of its principal amount by
an amount equal to the aggregate principal amount of such Class A Permanent
Global Certificate, whereupon the principal amount hereof shall be reduced for
all purposes by the amount so exchanged and noted.
On an exchange of the whole of this Class A Temporary Global
Certificate, this Class A Temporary Global Certificate shall be surrendered to
the Trustee at its office in London, England for cancellation and shall be
returned by the Trustee to the Transferor.
Notwithstanding any of the foregoing, any Class A Permanent Global
Certificate issued in exchange for a beneficial interest in the Temporary Global
Certificate as provided herein shall be delivered only outside the United
States.
Any money paid by the Trust to any of the Paying Agents for payment of
principal or interest which remains unclaimed for two years after such principal
or interest shall have become due and payable will be repaid to the Trust, and
thereafter any holder of a Certificate or a Coupon may look only to the Trust
for payment thereof.
THIS CLASS A TEMPORARY GLOBAL CERTIFICATE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS
X-0-0
XX XXX XXXXX XX XXXXXXXX, XXXXXX XXXXXX OF AMERICA, 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.
As used herein, the term "United States" means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction. "U.S. Person"
shall have the meaning given to it by Regulation S under the Securities Act and
"United States person" shall have the meaning given to it under the United
States Internal Revenue Code.
A-1-6
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 11th day of December, 1996.
FIRST USA BANK
By:____________________________
Name: W. Xxxx Xxxxxxxx
Title: Vice President
A-1-7
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: December 11, 1996
By:____________________________
Name:
Title:
A-1-8
Schedule A
SCHEDULE OF EXCHANGES
FOR CLASS A CERTIFICATES REPRESENTED BY
THE CLASS A PERMANENT GLOBAL CERTIFICATE OR
REDEMPTIONS OR PURCHASES AND CANCELLATIONS
The following exchanges of a part of this Class A Temporary Global Certificate
for the Class A Permanent Global Certificate, in whole or in part, or
redemptions, purchases or cancellations of this Class A Temporary Global
Certificate have been made:
Part of principal
amount of this Class
A Temporary Global
Certificate exchanged Remaining principal
for Class A Certifi- amount of this Class
xxxxx represented by A Temporary Global
Date of exchange or the Class A Permanent Certificate following Amount of interest
redemption or Global Certificate or such exchange, or re paid with delivery of
purchase or cancella- redeemed or pur- demption or purchase the Class A Permanent Notation made by or
tion chased or cancelled or cancellation Global Certificate on behalf of the Trust
-------------------------------------------------------------------------------------------------------------------------
--------------------- --------------------- --------------------- --------------------- -----------------------
--------------------- --------------------- --------------------- --------------------- -----------------------
--------------------- --------------------- --------------------- --------------------- -----------------------
--------------------- --------------------- --------------------- --------------------- -----------------------
A-1-9
TRUSTEE
-------
The Bank of New York (Delaware)
Xxxxx Xxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
PRINCIPAL PAYING AGENT
----------------------
Union Bank of Switzerland, London Branch
000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxx
XX0X 0XX
OTHER PAYING AGENT
------------------
Xxxxxx xx Xxxxxxxxxx
00 Xxxxxxxxx Xxxxx
0000 Xxxxxxxxxx
Grand-Duche de Luxembourg
X-0-00
XXXXXXX X-0
FORM OF CLASS A PERMANENT GLOBAL CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO ANY U.S.
PERSON (EACH AS DEFINED HEREIN).
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
THIS CERTIFICATE IS A CLASS A PERMANENT GLOBAL CERTIFICATE, WITHOUT
COUPONS, EXCHANGEABLE FOR CLASS A BEARER CERTIFICATES WITH INTEREST COUPONS. THE
RIGHTS ATTACHING TO THIS GLOBAL CERTIFICATE, AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE ARE SPECIFIED IN THE AGREEMENT (AS DEFINED HEREIN).
NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS GLOBAL
CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT
PURSUANT TO THE PROVISIONS HEREOF.
CLASS A PERMANENT GLOBAL CERTIFICATE
representing
FIRST USA CREDIT CARD MASTER TRUST
U.S. $483,060,000
CLASS A FLOATING RATE ASSET BACKED CERTIFICATES,
SERIES 1996-7
Class A Scheduled Payment Date:
The February 2000 Distribution Date
Each U.S. $100,000 and U.S. $10,000 denomination 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)/
A-2-1
and MasterCard(R)* credit card accounts generated or to be generated by
First USA Bank (the "Bank").
(Not an interest in or a recourse obligation of
First USA Bank or any affiliate thereof)
This certifies that the bearer of this Class A Permanent Global
Certificate is the 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 1996-7 Supplement (the "Series 1996-7 Supplement"), dated as of December
11, 1996, 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
1996-7 Supplement), and all other assets and interests constituting the Trust
and all proceeds of the foregoing. The Receivables consist of amounts charged by
cardholders for goods and services and cash advances (such amounts, less the
amount of Discount Receivables, the "Principal Receivables"), plus the related
periodic finance charges (the "Periodic Finance Charges"), annual membership
fees ("Annual Membership Fees") and amounts charged to the Accounts in respect
of cash advance finance charged to the Accounts in respect of cash advance
finance charges, late fees, overlimit fees, return check fees and similar fees
and charges (the "Other Charges"). Receivables in an amount equal to the product
of the Yield Factor (initially 1.3%) and amounts charged by cardholders
_____________________
/*/ VISA(R) and MasterCard(R) are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated,
respectively.
A-2-2
for goods and services and cash advances (the "Discount Receivables") will
be allocated to the Certificates and treated as Finance Charge Receivables
(Discount Receivables, together with the Periodic Finance Charges, Annual
Membership Fees and Other Charges, the "Finance Charge Receivables").
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. 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 First USA Credit Card
Master Trust Class A Floating Rate Asset Backed Certificates, Series 1996-7 (the
"Class A Certificates") and the First USA Credit Card Master Trust Class B
Floating Rate Asset Backed Certificates, Series 1996-7 (the "Class B
Certificates") with the intention that the Class A Certificates and Class B
Certificates will qualify under applicable tax law as indebtedness, and the
Transferor and each holder of a Class A Certificate (a "Class A
Certificateholder") or any interest therein, by acceptance of its Class A
Certificate or any interest therein, agrees to treat the Class A Certificates
for purposes of United States federal, state, local and foreign income or
franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
The Trust's assets are allocated in part to the holders of the Class A
Certificates, the holders of the Class B Certificates and the holders of the
First USA Credit Card Master Trust CIA Certificates, Series 1996-7 (the "CIA
Certificates") (such holders together the "Investor Certificateholders") with
the remainder allocated to holders of other Series of Certificates issued by the
Trust, if any, and to the Transferor. In addition to the
A-2-3
Class A Certificates, the Class B Certificates and the CIA Certificates, the
Exchangeable Transferor Certificate will be reissued pursuant to the Agreement
and will represent the Transferor's interest in the Trust. The reissued
Exchangeable Transferor Certificate will represent the interest in the Principal
Receivables not represented by the Class A Certificates, the Class B
Certificates and the CIA Certificates (together the "Investor Certificates") or
any other Series of Certificates. The Exchangeable Transferor Certificate may
be exchanged by the Transferor pursuant to the Agreement for one or more Series
of Certificates and a reissued Exchangeable Transferor Certificate upon the
conditions set forth in the Agreement. In addition, to the extent permitted for
any Series of Certificates by the related Supplement, the Certificateholders
of such Series may tender their Certificates and the Transferor may tender the
Exchangeable Transferor Certificate in exchange for one or more Series of
Certificates and a reissued Exchangeable Transferor Certificate.
This Class A Permanent Global Certificate is to be held by a common
depositary for Xxxxxx Guaranty Trust Company of New York, Brussels Office, as
operator of the Euroclear System ("Euroclear"), and Cedel, societe anonyme
("Cedel") on behalf of account holders which have the Class A Certificates
represented by this Class A Permanent Global Certificate credited to their
respective securities accounts with Euroclear or Cedel from time to time.
For value received, the Trust, subject to and in accordance with the
Pooling and Servicing Agreement, promises to pay to the bearer hereof on each
Distribution Date and the Class A Scheduled Payment Date, or on such earlier
date as the Class A Certificates may become due and repayable in accordance with
the Pooling and Servicing Agreement, the amount payable under the Pooling and
Servicing Agreement on any repurchase of the Class A Certificates then
represented by this Class A Permanent Global Certificate and to pay interest (if
any) on the principal amount of the Class A Certificates from time to time
represented by this Class A Permanent Global Certificate calculated and payable
as provided in the Pooling and Servicing Agreement, upon presentation and, at
maturity, surrender of this Class A Permanent Global Certificate at the
principal office of the Principal Paying Agent in London, England, or at the
offices of any of the other paying agents located outside the United States
(except as pro-
A-2-4
vided in the Pooling and Servicing Agreement) from time to time appointed by the
Trustee in respect of the Class A Certificates. Interest on this Class A
Permanent Global Certificate is payable only outside the United States (except
as provided in the Pooling and Servicing Agreement). Any monies paid by the
Trustee to the Principal Paying Agent for the payment of principal or interest
on any Class A Certificates and remaining unclaimed at the end of two years
after such principal or interest shall have become due and payable (whether at
maturity or otherwise) shall then be repaid to the Trust and upon such
repayment all liability of the Principal Paying Agent with respect thereto shall
thereupon cease, without, however, limiting in any way any obligation the Trust
may have to pay the principal of or interest on such Class A Certificates as
the same shall become due. On any payment of interest or principal being made
details of such payment shall be entered by or on behalf of the Trust in
Schedule A hereto and the relevant space in Schedule B hereto recording any such
payment shall be signed by or on behalf of the Trust.
On any redemption, purchase, exchange or cancellation of any of the
Class A Certificates represented by this Class A Permanent Global Certificate,
details of such redemption, purchase, exchange or cancellation shall be entered
by or on behalf of the Trust in Schedule A hereto recording any such redemption,
purchase, exchange or cancellation and shall be signed by or on behalf of the
Trust. Upon any such redemption, purchase, exchange or cancellation, the
principal amount of this Class A Permanent Global Certificate and the Class A
Certificates represented by this Class A Permanent Global Certificate shall be
reduced by the principal amount so redeemed, purchased, exchanged or cancelled.
The Class A Certificates represented by this Class A Permanent Global
Certificate were originally represented by the Class A Temporary Global
Certificate. Unless the Class A Temporary Global Certificate was exchanged in
whole on the issue hereof, interests in such Temporary Global Certificate may be
further exchanged, on the terms and conditions set out therein, for interests in
this Class A Permanent Global Certificate. If any such exchange occurs following
the issue hereof, the Trustee or its agent shall endorse Schedule B hereto to
reflect the increase in the aggregate principal amount of this Class A
A-2-5
Permanent Global Certificate due to each such exchange, whereupon the principal
amount hereof shall be increased for all purposes by the amount so exchanged and
endorsed.
This Class A Permanent Global Certificate may be exchanged, free of
charge, in whole, for security-printed Class A Bearer Certificates in
denominations of U.S. $100,000 and U.S. $10,000 each. Subject to the terms of
the Pooling and Servicing Agreement, after the Temporary Global Certificate
Exchange Date, such exchange will be made upon presentation of this Class A
Permanent Global Certificate by the bearer hereof on any day (other than a
Saturday or a Sunday) on which banks are open for business in London at the
principal office of the Principal Paying Agent in London, England. The aggregate
principal amount of Class A Bearer Certificates issued upon an exchange of this
Class A Permanent Global Certificate will be equal to the aggregate principal
amount of this Class A Permanent Global Certificate as shown in Schedule B
hereto. On an exchange of the whole of this Class A Permanent Global
Certificate, this Class A Permanent Global Certificate shall be surrendered to
the Principal Paying Agent. The security-printed Class A Bearer Certificates to
be delivered in exchange for this Class A Permanent Global Certificate shall
be delivered only outside the United States.
Until the exchange of this Class A Permanent Global Certificate as
aforesaid, the bearer hereof shall in all respects be entitled to the same
benefits as if it were the bearer of Class A Bearer Certificates and the Coupons
in the form set out in the Pooling and Servicing Agreement.
Notwithstanding any of the foregoing, any Class A Bearer Certificate
issued in exchange for a beneficial interest in the Permanent Global Certificate
as provided herein shall be delivered only outside the United States.
Any money paid by the Trust to any of the Paying Agents for payment of
principal or interest which remains unclaimed for two years after such principal
or interest shall have become due and payable will be repaid to the Trust, and
thereafter any holder of a Certificate or a Coupon may look only to the Trust
for payment thereof.
THIS CLASS A PERMANENT GLOBAL CERTIFICATE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS
X-0-0
XX XXX XXXXX XX XXXXXXXX, XXXXXX XXXXXX OF AMERICA, 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.
As used herein, the term "United States" means the United States
of America (including the States and the District of Columbia), its
territories, its possessions and other areas subject to its jurisdiction.
"U.S. Person" shall have the meaning given to it by Regulation S under the
Securities Act and "United States person" shall have the meaning given to
it under the United States Internal Revenue Code.
A-2-7
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 11th day of December, 1996.
FIRST USA BANK
By:____________________________
Name: W. Xxxx Xxxxxxxx
Title: Vice President
A-2-8
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: December 11, 1996
By:__________________________
Name:
Title:
A-2-9
SCHEDULE A
----------
PART I
------
Total Amount Confirmation of
Interest Date of of Interest Amount of payment by or on
Payment Date Payment Payable Interest Amount behalf of the Trust
---------------------------------------------------------------------------------------
FIRST ________ ____________ _______________ _____________________
SECOND ________ ____________ _______________ _____________________
[continue numbering until the appropriate number of interest payment dates for
the particular Series of Certificates is reached]
A-2-10
PART II
-------
PRINCIPAL PAYMENTS
------------------
Confirmation of payment by or
Date Payment of Total Amount payable Total Amount Paid on behalf of the Trust
----------------------------------------------------------------------------------------------------
_______________ ____________________ _________________ _____________________________
_______________ ____________________ _________________ _____________________________
[continue numbering until the appropriate number of installment payment dates
for the Particular Series of Certificates is reached]
Schedule B
SCHEDULE OF EXCHANGES OF THE CLASS A TEMPORARY
----------------------------------------------
GLOBAL CERTIFICATE
------------------
OR REDEMPTIONS OR PURCHASES AND CANCELLATIONS
---------------------------------------------
The following increases of this Class A Permanent Global Certificate, or
redemptions or purchases or cancellations of this Class A Permanent Global
Certificate have been made:
Increase in principal
amount of this Class A
Permanent Global
Certificate due to Remaining principal amount
exchanges of the Class A of this Class A Permanent
Temporary Global Global Certificate
Date of exchange, or Certificate for this Class following such exchange, Notation made by
redemption or purchase A Permanent Global or redemption or purchase or on behalf of
or cancellation Certificate or cancellation the Trust
______________________ __________________________ __________________________ ________________
______________________ __________________________ __________________________ ________________
______________________ __________________________ __________________________ ________________
______________________ __________________________ __________________________ ________________
TRUSTEE
-------
The Bank of New York (Delaware)
Xxxxx Xxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
PRINCIPAL PAYING AGENT
----------------------
Union Bank of Switzerland, London Branch
000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxx
XX0X 0XX
OTHER PAYING AGENT
------------------
Xxxxxx xx Xxxxxxxxxx
00 Xxxxxxxxx Xxxxx
0000 Xxxxxxxxxx
Grand-Duche de Luxembourg
EXHIBIT A-3
FORM OF CLASS A BEARER CERTIFICATE BEARER
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 , AS AMENDED (THE "SECURITIES ACT"). NEITHER THIS
CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD, DIRECTLY OR INDI
RECTLY, IN THE UNITED STATES OR TO ANY U.S. PERSON (EACH AS DEFINED HEREIN)
EXCEPT IN COMPLIANCE WITH THE REGIS TRATION PROVISIONS OF THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGA TION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(J) AND 1287(A) OF THE INTERNAL REVENUE CODE.
No. R-__ $__________
FIRST USA CREDIT CARD MASTER TRUST CLASS A FLOATING RATE ASSET BACKED
CERTIFICATE, SERIES 1996-7
Class A Scheduled Payment Date:
The February 2000 Distribution Date
Each U.S. $100,000 and U.S. $10,000 denomination evidencing an
undivided interest in a trust, the corpus of which consists of receivables
generated from time to time in the ordinary course of business in a portfolio of
VISA(R) and MasterCard (R)* credit card accounts generated or to be
generated by First USA Bank (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank or any affiliate thereof)
This certifies that the bearer of this Class A Bearer Certificate
(the "Class A Certificateholder") is the 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 Sep-
________________________
* VISA (R)* and MasterCard (R) are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
A-3-1
tember 1, 1992 between the Bank, as Transferor (the "Transferor") and as
Servicer (the "Servicer"), and The Bank of New York (Delaware), as trustee (the
"Trustee") of the Trust (the "Agreement"; such term to include any Supplement or
amendment thereto) as amended by Assignment No. 23 of Receivables in Additional
Accounts dated as of December 11, 1996 among the Bank, as Transferor and
Servicer, the Trustee and The Bank of New York (Delaware), as trustee of the
First USA Credit Card Master Trust II, and as supplemented by the Series 1996-7
Supplement (the "Series 1996-7 Supplement"), dated as of December 11, 1996,
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 1996-7 Supplement),
and all other assets and interests constituting the Trust and all proceeds of
the foregoing. The Receivables consist of amounts charged by cardholders for
goods and services and cash advances (such amounts, less the amount of Discount
Receivables, the "Principal Receivables"), plus the related periodic finance
charges (the "Periodic Finance Charges"), annual membership fees ("Annual
Membership Fees"), and amounts charged to the Accounts in respect of cash
advance finance charges, late fees, overlimit fees, return check fees and
similar fees and charges (the "Other Charges"). Receivables in an amount equal
to the product of the Yield Factor (initially 1.3%) and amounts charged by
cardholders for goods and services and cash advances (the "Discount
Receivables") will be allocated to the Certificates and treated as Finance
Charge Receivables (Discount Receivables, together with the Periodic Finance
Charges, Annual Membership Fees and Other Charges, the "Finance Charge
Receivables").
Although a summary of certain provisions of the Agreement is set forth
on the reverse of this Certificate, 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),
X-0-0
Xxxxx Xxxx Xxxxxx, 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. 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 First USA Credit Card
Master Trust Class A Floating Rate Asset Backed Certificates, Series 1996-7 (the
"Class A Certificates") and the First USA Credit Card Master Trust Class B
Floating Rate Asset Backed Certificates, Series 1996-7 (the "Class B
Certificates") with the intention that the Class A Certificates and Class B
Certificates will qualify under applicable tax law as indebtedness, and the
Transferor and each holder of a Class A Certificate (a "Class A
Certificateholder") or any interest therein, by acceptance of its Class A
Certificate or any interest therein, agrees to treat the Class A Certificates
for purposes of United States federal, state, local and foreign income or
franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
Final payment of this Class A Bearer Certificate will be made only
upon presentation and surrender of this Class A Bearer Certificate at the office
or agency specified in the notice of final distribution delivered by the
Trustee to the Investor Certificateholder in accordance with the Agreement
(which presentation and surrender and final payment shall only be made outside
the United States, except as otherwise provided in the immediately preceding
paragraph).
A-3-3
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 11th day of December, 1996.
FIRST USA BANK
By:____________________________
Name: W. Xxxx Xxxxxxxx
Title: Vice President
A-3-4
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: December 11, 1996
By:__________________________
Name:
Title:
A-3-5
[REVERSE SIDE OF CERTIFICATES]
The Trust's assets are allocated in part to the holders of the Class A
Certificates, the holders of the Class B Certificates and the holders of the
First USA Credit Card Master Trust CIA Certificates, Series 1996-7 (the "CIA
Certificates") (such holders together the "Investor Certificateholders") with
the remainder allocated to holders of other Series of Certificates issued by the
Trust, if any, and to the Transferor. In addition to the Class A Certificates,
the Class B Certificates and the CIA Certificates, the Exchangeable Transferor
Certificate will be reissued pursuant to the Agreement and will represent the
Transferor's interest in the Trust. The reissued Exchangeable Transferor
Certificate will represent the interest in the Principal Receivables not
represented by the Class A Certificates, the Class B Certificates and the CIA
Certificates (together the "Investor Certificates") or any other Series of
Certificates. The Exchangeable Transferor Certificate may be exchanged by the
Transferor pursuant to the Agreement for one or more Series of Cer tificates and
a reissued Exchangeable Transferor Certificate upon the conditions set forth in
the Agreement. In addition, to the extent permitted for any Series of
Certificates by the related Supplement, the Certificateholders of such Series
may tender their Certificates and the Transferor may tender the Exchangeable
Transferor Certificate in exchange for one or more Series of Certificates and a
reissued Exchangeable Transferor Certificate.
The Class A Bearer Certificates are issued in bearer form with
interest coupons attached. The Class A Bearer Certificates are bearer
instruments, title to which (including title to any and all Coupons appertaining
thereto) passes by delivery. The bearer of a Class A Bearer Certificate and the
bearer of any Coupon may (to the fullest extent permitted by applicable laws) be
treated at all times, by all persons and for all purposes as the absolute owner
of such Certificate or Coupon, as the case may be, whether or not such
Certificate or Coupon shall be overdue, and regardless of any notice of
ownership, theft, loss or other interest therein or of any writing thereon.
The Class A Bearer Certificates are issuable only in denominations of
U.S. $100,000 and U.S. $10,000. Distributions of principal of and interest on
the Class A Bearer Certificates will be payable in United States dollars only
upon presentation of such Class A Bearer Certificates or Coupons, as the case
may be, at the offices of the Principal Paying Agent in London, England and any
co-paying agents outside the United States as may be
A-3-6
appointed from time to time. At the option of the Holder and subject to
applicable laws and regulations, such payments will be made by a United States
dollar check or United States dollar bank draft drawn on a bank account of the
Principal Paying Agent in London, England or by transfer in same day funds to a
United States dollar account maintained by the Holder with a bank outside the
United States, subject in each case to all applicable laws and regulations. If
such payment at the offices of the Principal Paying Agent in London, England
and all co-paying agents outside the United States becomes illegal or is
effectively precluded because of the imposition of exchange controls or other
similar restrictions on the full payment or receipt of such amounts in United
States dollars, payments with respect to the Class A Bearer Certificates and
Coupons will be made at the office of the CIA Paying Agent in New York City.
Except as provided in the preceding sentence, no demand for payment or payment
on the Class A Bearer Certificate or Coupons may be made at any office of the
CIA Paying Agent, or of any co-paying agent maintained by the Trustee, in the
United States, nor will any payment be made by transfer to an account in, or by
mail to an address in, the United States.
The Bank has initially appointed the paying agents and transfer agents
listed at the back hereof. Until the Class A Certificates are paid in full, the
Bank will maintain a paying agent and a transfer agent having offices in Western
Europe (which, so long as the Certificates are listed on the Luxembourg Stock
Exchange and the rules thereof so require, will be in Luxembourg in addition to
any other such offices). Notice of any termination or appointment or of any
change in the office through which the Trustee, any paying agent, or any
transfer agent will act will be promptly given once in the manner described in
Section 13.05 of the Agreement.
The Class A Initial Invested Amount is $483,060,000. The Class A
Invested Amount for any monthly Distribution Date will be an amount equal to
$483,060,000 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 5.68875%
per annum on the Class A Initial Invested Amount from December 11, 1996 through
January 9, 1997, and for each Interest Period thereafter, the Class A
Certificates will bear interest at a per annum rate of 0.095% in excess of LIBOR
as determined by the Trustee on
A-3-7
the related LIBOR Determination Date (each such rate as in effect from time to
time, the "Class A Certificate Rate"). Interest will be distributed to the
extent of available funds on January 10, 1997, and on the tenth day of each
month thereafter, or if such day is not a Business Day, the next succeeding
Business Day until the earlier of the day on which the Class A Invested Amount
is paid in full and the Series Termination Date (each such date a "Distribution
Date"), in an amount equal to the product of (a) the actual number of days in
the related Interest Period divided by 360, (b) the Class A Certificate Rate and
(c) the Class A Outstanding Principal Balance on the last day of the Monthly
Period immediately preceding such Distribution Date. Interest for a
Distribution Date will accrue from and including the previous Distribution Date
(or in the case of the first Distribution Date, from and including the Closing
Date), to, and including, the day immediately preceding the current
Distribution Date. Interest payments will be made from Collections of Finance
Charge Receivables and certain other amounts allocated to the Class A
Certificates comprising Class A Available Funds and, in certain circumstances,
from Reallocated Principal Collections on January 10, 1997 and on each
Distribution Date thereafter until the Series 1996-7 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.
If on any Distribution Date the Class A Available Funds are
insufficient to cover the Class A Monthly Interest and any overdue Class A
Monthly Interest due on such Distribution Date, Class A Default Interest, if
any, for such Distribution Date, any overdue Class A Default Interest, the Class
A Investor Default Amount for such Distribution Date and, if the Bank is no
longer the Servicer, the Class A Monthly Servicing Fee for such Distribution
Date (such deficiency the "Class A Required Amount"), Excess Finance Charge
Collections will be applied to fund the Class A Required Amount. If Excess
Finance Charge Collections are insufficient to fund the Class A Required Amount,
if any, an amount equal to the lesser of (x) the CIA Invested Amount and (y) the
product of (a)(i) during the Revolving Period, the CIA Floating Allocation
Percentage or (ii) during an Amortization Period, the CIA Fixed/Floating
Allocation Percentage and (b) the amount of Collections of Principal Receivables
with respect to the related Monthly Period (such amount as so applied,
"Reallocated CIA Principal Collections") will be applied to the extent of any
remaining Class A Required Amount.
A-3-8
If the Class A Required Amount for any Monthly Period exceeds both the
amount of available Excess Finance Charge Collections and the amount of
available Reallocated CIA Principal Collections for such Monthly Period, then an
amount equal to the lesser of (x) the Class B Invested Amount and (y) 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 (such amount as so applied,
"Reallocated Class B Principal Collections") will be applied to the extent of
any remaining Class A Required Amount.
On each Distribution Date the CIA Invested Amount will be reduced by
the amount of Reallocated CIA Principal Collections and by the amount of
Reallocated Class B Principal Collections for such Distribution Date. In the
event that such reduction would cause the CIA Invested Amount to be a negative
number, the CIA Invested Amount will be reduced to zero and the Class B Invested
Amount will be reduced by the amount by which the CIA Invested Amount would have
been reduced below zero. In the event that the reallocation of Collections of
Principal Receivables would cause the Class B Invested Amount to be a negative
number on any Distribution Date, Collections of Principal Receivables will be
reallocated on such Distribution Date in an aggregate amount equal to the
amount which would cause the Class B Invested Amount to be reduced to zero.
The Bank, as Servicer, is entitled to receive as servicing
compensation a monthly servicing fee in an amount equal to, with respect to each
Series, one-twelfth of the product of the applicable Servicing Fee Percentage
and the Invested Amount for such Series with respect to the related Monthly
Period. The share of the Servicing Fee for each Monthly Period allocable to the
Class A Certificates shall be equal to one-twelfth of the product of the Series
Servicing Fee Percentage and the Class A Adjusted Invested Amount on the last
day of the preceding Monthly Period (the "Class A Monthly Servicing Fee").
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
A-3-9
Transferor Certificate, an amount equal to the Transferor Percentage of the
aggregate amount of Collections of Finance Charge Receivables and Principal
Receivables for each Monthly Period. During the Revolving Period relating to the
Investor Certificates, the Class B Floating Allocation Percentage of
Collections of Principal Receivables and the CIA Floating Allocation Percentage
of Collections of Principal Receivables will be applied first as Reallocated
Principal Collections, to the extent required, and any remaining amounts
together with the Class A Floating Allocation Percentage of Principal
Receivables will be distributed first to the certificateholders of other Series
to the extent of the amount of Principal Shortfalls, if any, and then to the
Transferor in an amount not to exceed the amount of the Transferor Interest.
Unless a Pay Out Event has occurred, the Accumulation Period will
begin at the close of business on the last day of the Revolving Period and will
end on the earlier of (i) the commencement of the Rapid Amortization Period,
(ii) payment of the Invested Amount in full and (iii) the Series Termination
Date. On each Transfer Date following the commencement of the Accumulation
Period, prior to the earlier of the payment of the Class A Invested Amount in
full and the commencement of the Rapid Amortization Period, the Trustee will
deposit in the Principal Funding Account an amount equal to the least of (a)
Available Investor Principal Collections with respect to the preceding Monthly
Period, (b) the applicable Controlled Deposit Amount and (c) the Class A
Adjusted Invested Amount prior to any such deposit on such day. Amounts in the
Principal Funding Account will be paid to the Class A Certificateholders on the
Class A Scheduled Payment Date. After the full amount of the Class A Invested
Amount has been deposited in the Principal Funding Account and beginning with
the Transfer Date related to the Class B Principal Commencement Date, prior to
the commencement of the Rapid Amortization Period, the Trustee will deposit in
the Principal Funding Account an amount equal to the least of (a) the Available
Investor Principal Collections with respect to the preceding Monthly Period
remaining after application thereof to the Class A Invested Amount, (b) the
applicable Controlled Deposit Amount (minus the Class A Monthly Principal with
respect to such Transfer Date) and (c) the Class B Adjusted Invested Amount
prior to any such deposit on such day. After payment in full of the Class A
Invested Amount, amounts in the Principal Funding Account will be paid to the
Class B Certificateholders on the Class B Scheduled Payment Date. After the full
amount of the sum of the Class A Invested Amount and the Class B Invested Amount
has been deposited in the Principal Funding Account, prior to the commence-
A-3-10
ment of the Rapid Amortization Period, the Trustee will deposit in the Principal
Funding Account an amount equal to the least of (a) the Available Investor
Principal Collections with respect to the preceding Monthly Period remaining
after application thereof to the Class A Invested Amount and the Class B
Invested Amount, (b) the applicable Controlled Deposit Amount (minus the Class
A Monthly Principal and the Class B Monthly Principal with respect to such
Transfer Date) and (c) the CIA Adjusted Invested Amount prior to any such
deposit on such day. After payment in full of the Class A Invested Amount and
the Class B Invested Amount, amounts in the Principal Funding Account will be
paid to the CIA Certificateholders on the CIA Scheduled Payment Date. During the
Accumulation Period, the portion of Available Investor Principal Collections not
applied to Class A Monthly Principal, Class B Monthly Principal or CIA Monthly
Principal on a Transfer Date will generally be treated as Excess Principal
Collections.
Upon written notice to the Trustee, the Servicer may elect to postpone
the commencement of the Accumulation Period, and extend the length of the
Revolving Period, subject to certain conditions as set forth in the Agreement.
The Servicer may make such election only if the Accumulation Period Length is
less than twelve months. On each Determination Date until the Accumulation
Period begins, the Servicer will determine the "Accumulation Period Length,"
which is the number of months expected to be required to fully fund the
Principal Funding Account no later than the Class A Scheduled Payment Date,
based on (a) the expected monthly Collections of Principal Receivables expected
to be distributable to the Certificateholders of all Series (excluding certain
other Series, as set forth in the Agreement), assuming a principal payment rate
no greater than the lowest monthly principal payment rate on the Receivables for
the preceding twelve months and (b) the amount of principal expected to be
distributable to certificateholders of Series (which may exclude certain other
Series) which are not expected to be in their revolving periods during the
Accumulation Period. If the Accumulation Period Length is less than twelve
months, the Servicer may, at its option, postpone the commencement of the
Accumulation Period such that the number of months included in the Accumulation
Period will be equal to or exceed the Accumulation Period Length. The length of
the Accumulation Period shall not be less than one month.
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
A-3-11
February 2000 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, for any Monthly Period, the Available Investor Principal
Collections for such Monthly Period exceed the applicable Controlled Deposit
Amount, any such excess will be treated as Excess Principal Collections and
allocated to the holders of other Series issued and outstanding or, subject to
certain limitations described in the Agreement, paid to the holder of the
Exchangeable Transferor Certificate. If, for any Monthly Period, the Available
Investor Principal Collections for such Monthly Period and Excess Principal
Collections allocable to Series 1996-7 are less than the applicable Controlled
Deposit Amount, the amount of such deficiency will be the applicable
"Accumulation Shortfall" for the succeeding Monthly Period.
If a Pay Out Event occurs during the Accumulation Period, the Rapid
Amortization Period will commence and any amount on deposit in the Principal
Funding Account will be distributed to the Certificateholders of each Class of
Certificates, sequentially, in order of seniority, on the Distribution Date
following the Monthly Period in which the Rapid Amortization Period commences.
During the period beginning on the earlier of the day on which a Pay
Out Event occurs and the Class A Scheduled Payment Date if the Invested Amount
is not paid in full on such date, and ending on the earlier of (i) the date on
which the Class A Invested Amount, the Class B Invested Amount and the CIA
Invested Amount have been paid in full and (ii) the Series Termination Date (the
"Rapid Amortization Period"), collections of Principal Receivables allocated to
the Invested Amount will no longer be paid to the holder of the Exchangeable
Transferor Certificate or to the holders of the certificates of any other
Series or, if the Accumulation Period has commenced, deposited in the Principal
Funding Account, but instead will be distributed to the Class A
Certificateholders and, following payment in full of the Class A Invested
Amount, to the Class B Certificateholders, and, following payment in full of the
Class B Invested Amount, to the CIA Certificateholders, monthly on each
Distribution Date beginning
A-3-12
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.
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 February
2000 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 of the Class A Certificates in full will be distributed
to the Class B Certificateholders.
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 October 10, 2002 (or if such day is not a Business Day,
the next succeeding Business Day) (the "Series Termination Date"). After the
Series Termination Date, neither the Trust nor the Transferor will have any
further obligation to distribute principal or interest on the Class A
Certificates. In the event that the Invested Amount is greater than zero on the
Series Termination Date, the Trustee will sell or cause to be sold, to the
extent necessary, an amount of interests in the Receivables or certain of the
Receivables up to 110% of the sum of the Class A Invested Amount, the Class B
Invested Amount and the CIA Invested Amount at the close of business on such
date (but not more than the total amount of Receivables
A-3-13
allocable to the Investor Certificates), and shall pay the proceeds to the Class
A Certificateholders pro rata then to the Class B Certificateholders pro rata
and then to the CIA Certificateholders pro rata in final payment of the Investor
Certificates.
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 1996-7 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 1996-7 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.
On each Distribution Date, the Trustee shall pay to the Principal
Paying Agent in London, England for payment to the Class A Certificateholders
and the Class B Certificateholders the amount deposited on the related Transfer
Date into the A/B Distribution Account in respect of Class A Monthly Interest
and Class B Monthly Interest, respectively. On each Transfer Date, the Trustee
shall pay to the CIA Certificateholders the CIA Monthly Interest, to the extent
funds are available. Distributions with respect to this Series 1996-7
Certificate will be made by the Trustee by, except as otherwise provided in the
Agreement, check mailed to the address of each Series
A-3-14
1996-7 Certificateholder of record appearing in the Certificate Register and
except for the final distribution in respect of this Series 1996-7 Certificate,
without the presentation or surrender of this Series 1996-7 Certificate or the
making of any notation thereon; provided that with respect to Series 1996-7
--------
Certificates registered in the name of the nominee of a Clearing Agency,
distributions will be made in the form of immediately available funds.
This Class A Bearer Certificate represents an interest in only the
First USA Credit Card Master Trust. This Class A Bearer Certificate does not
represent an obligation of, or an interest in, the Transferor or the Servicer,
and neither the Series 1996-7 Certificates nor the Accounts or Receivables are
insured or guaranteed by the United States Federal Deposit Insurance Corporation
or any other governmental agency. This Class A Bearer Certificate is limited in
right of payment to certain collections respecting the Receivables, all as more
specifically set forth hereinabove and in the Agreement.
As provided in the Agreement and subject to certain limitations set
forth therein, Class A Bearer Certificates are exchangeable for new Class A
Bearer Certificates evidencing like aggregate Undivided Interest, as requested
by the Class A Certificateholder surrendering such Class A Bearer Certificates.
No service charge may be imposed for any such exchange but the 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.
No additional amounts will be payable to a Certificateholder in the
event of any deduction or withholding on or for the account of any present or
future tax, assessment or other governmental charge imposed upon any payment to
such Certificateholder by the United States or any political or taxing authority
therein or thereof.
This Class A Bearer Certificate may not be acquired by or for the
account of, directly or indirectly, any U.S. Person except in compliance with
the registration provisions of the Securities Act or pursuant to an available
exemption from such provisions. By accepting and holding this Class A Bearer
Certificate, the Holder hereof shall be deemed to have represented and warranted
that it is not a U.S. Person or that it has acquired this Class A Bearer
Certificate pursuant to an available exemption from the registration provisions
of the Securities Act or in compliance with the registration provisions thereof.
A-3-15
The Transfer Agent and Registrar, each Paying Agent, the Servicer and
the Trustee and any agent of any of them may treat the bearer of this Class A
Bearer Certificate as the owner hereof for all purposes, and neither the
Servicer, the Trustee, each Paying Agent or the Transfer Agent and Registrar
nor any agent of any of them shall be affected by notice to the contrary except
in certain circumstances described in the Agreement.
As used herein, the term "United States" means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction. "U.S. Person"
shall have the meaning given to it by Regulation S under the Securities Act and
"United States person" shall have the meaning given to it under the United
States Internal Revenue Code.
THIS CLASS A BEARER CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, UNITED STATES OF AMERICA,
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.
A-3-16
TRUSTEE
-------
The Bank of New York (Delaware)
Xxxxx Xxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
PRINCIPAL PAYING AGENT
----------------------
Union Bank of Switzerland, London Branch
000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxx
XX0X 0XX
OTHER PAYING AGENT
------------------
Xxxxxx xx Xxxxxxxxxx
00 Xxxxxxxxx Xxxxx
0000 Xxxxxxxxxx
Grand-Duche de Luxembourg
X-0-00
XXXXXXX X-0
FORM OF CLASS B TEMPORARY GLOBAL CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO ANY U.S.
PERSON (EACH AS DEFINED HEREIN).
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
THIS CERTIFICATE IS A CLASS B TEMPORARY GLOBAL CERTIFICATE, WITHOUT
COUPONS, EXCHANGEABLE FOR A CLASS B PERMANENT GLOBAL CERTIFICATE IN BEARER FORM
WITHOUT INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS GLOBAL CERTIFICATE, AND
THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE ARE SPECIFIED IN THE
AGREEMENT (AS DEFINED HEREIN).
NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS GLOBAL
CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT
PURSUANT TO THE PROVISIONS HEREOF.
CLASS B TEMPORARY GLOBAL CERTIFICATE
representing
FIRST USA CREDIT CARD MASTER TRUST
U.S. $43,650,000
CLASS B FLOATING RATE ASSET BACKED CERTIFICATES,
SERIES 1996-7
Class B Scheduled Payment Date:
The February 2000 Distribution Date
Each U.S. $100,000 and U.S. $10,000 denomination 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)/
B-1-1
and MasterCard/(R)//TM/ credit card accounts generated or to be generated by
First USA Bank (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank or any affiliate thereof)
This certifies that the bearer of this Class B Temporary Global
Certificate is the owner of a fractional undivided interest in the First USA
Credit Card Master Trust (the "Trust") issued pursuant to the Pooling and
Servicing Agreement, dated as of September 1, 1992 between the Bank, as
Transferor (the "Transferor") and as Servicer (the "Servicer"), and The Bank of
New York (Delaware), as trustee (the "Trustee") of the Trust (the "Agreement";
such term to include any Supplement or amendment thereto) as amended by
Assignment No. 23 of Receivables in Additional Accounts dated as of December
11, 1996 among the Bank, as Transferor and Servicer, the Trustee and The Bank of
New York (Delaware), as trustee of the First USA Credit Card Master Trust II,
and as supplemented by the Series 1996-7 Supplement (the "Series 1996-7
Supplement"), dated as of December 11, 1996, 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 1996-7 Supplement), and all other assets and interests
constituting the Trust and all proceeds of the foregoing. The Receivables
consist of amounts charged by cardholders for goods and services and cash
advances (such amounts, less the amount of Discount Receivables, the "Principal
Receivables"), plus the related periodic finance charges (the "Periodic Finance
Charges"), annual membership fees ("Annual Membership Fees"), and amounts
charged to the Accounts in respect of cash advance finance charges, late fees,
overlimit fees, return check fees and similar fees and charges (the "Other
Charges"). Receivables in an amount equal to the product of the Yield Factor
(initially 1.3%) and amounts charged by cardholders
__________________________
* VISA/(R)/ and MasterCard/ are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
B-1-2
for goods and services and cash advances (the "Discount Receivables") will be
allocated to the Certificates and treated as Finance Charge Receivables
(Discount Receivables, together with the Periodic Finance Charges, Annual
Membership Fees and Other Charges, the "Finance Charge Receivables").
Although a summary of certain provisions of the Agreement is set forth
below, this Class B Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for information with 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. 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 First USA Credit Card
Master Trust Class A Floating Rate Asset Backed Certificates, Series 1996-7 (the
"Class A Certificates") and the First USA Credit Card Master Trust Class B
Floating Rate Asset Backed Certificates, Series 1996-7 (the "Class B
Certificates") with the intention that the Class A Certificates and Class B
Certificates will qualify under applicable tax law as indebtedness, and the
Transferor and each holder of a Class 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 United States federal, state, local and foreign income or
franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
The Trust's assets are allocated in part to the holders of the Class A
Certificates, the holders of the Class B Certificates and the holders of the
First USA Credit Card Master Trust CIA Certificates, Series 1996-7 (the "CIA
Certificates") (such holders together the "Investor Certificateholders") with
the remainder allocated to holders of other Series of Certificates issued by the
Trust, if any, and to the Transferor. In addition to the Class A Certificates,
the Class B Certificates and the CIA Certificates, the Exchangeable Transferor
Certificate will be reissued pursuant to the Agreement and will represent the
Transferor's interest in the Trust. The reissued Exchangeable Transferor
Certificate will represent the
B-1-3
interest in the Principal Receivables not represented by the Class A
Certificates, the Class B Certificates and the CIA Certificates (together the
"Investor Certificates") or any other Series of Certificates. The Exchangeable
Transferor Certificate may be exchanged by the Transferor pursuant to the
Agreement for one or more Series of Certificates and a reissued Exchangeable
Transferor Certificate upon the conditions set forth in the Agreement. In
addition, to the extent permitted for any Series of Certificates by the related
Supplement, the Certificateholders of such Series may tender their Certificates
and the Transferor may tender the Exchangeable Transferor Certificate in
exchange for one or more Series of Certificates and a reissued Exchangeable
Transferor Certificate.
Interest payable on any Distribution Date with respect to the portion
of this Class B Temporary Global Certificate not exchanged for the Class B
Permanent Global Certificate shall be held by the Principal Paying Agent for
payment (without interest accrued thereon) with delivery of the Class B
Permanent Global Certificate related thereto until such time as the person
appearing in the records of the applicable Foreign Clearing Agency as the
beneficial owner hereof or a portion hereof has delivered to such Foreign
Clearing Agency a certification and such Foreign Clearing Agency has delivered
to the Trustee a certification, in each case pursuant to Section 6.16 of the
Series Supplement on or prior to such date of distribution; until so exchanged
in full, this Temporary Global Certificate shall in all other respects be
entitled to the same benefits as Class B Bearer Certificates under the
Agreement.
On any redemption, purchase, exchange or cancellation of any of the
Class B Certificates represented by this Class B Temporary Global Certificate,
details of such redemption, purchase, exchange or cancellation shall be entered
by or on behalf of the Trust in Schedule A hereto recording any such redemption,
purchase, exchange or cancellation and shall be signed by or on behalf of the
Trust. Upon any such redemption, purchase, exchange or cancellation, the
principal amount of this Class B Temporary Global Certificate and the Class B
Certificates represented by this Class B Temporary Global Certificate shall be
reduced by the principal amount so redeemed, purchased, exchanged or cancelled.
This Temporary Global Certificate is exchangeable on and after the
Temporary Global Certificate Exchange Date in whole or from time to time in
part for Class B Bearer Certificates with appertaining interest coupons attached
upon request of Xxxxxx Guaranty Trust
B-1-4
Company of New York, Brussels office, as operator of the Euroclear System, or
Cedel Bank, societe anonyme, to the Trustee only upon presentation of
certifications, in the form required by Section 6.16 of the Series Supplement,
to the effect that the beneficial owners of such Class B Bearer Certificates are
not United States persons. Upon exchange of any portion of this Temporary Global
Certificate for a Class B Bearer Certificate or Certificates, the Trustee shall
cause Schedule A of this Temporary Global Certificate to be endorsed to reflect
the reduction of its principal amount by an amount equal to the aggregate
principal amount of such Class B Bearer Certificate or Certificates, whereupon
the principal amount hereof shall be reduced for all purposes by the amount so
exchanged and noted.
On an exchange of the whole of this Class B Temporary Global
Certificate, this Class B Temporary Global Certificate shall be surrendered to
the Trustee at its office in London, England for cancellation and shall be
returned by the Trustee to the Transferor.
Notwithstanding any of the foregoing, any Class B Permanent Global
Certificate issued in exchange for a beneficial interest in the Temporary Global
Certificate as provided herein shall be delivered only outside the United
States.
Any money paid by the Trust to any of the Paying Agents for payment of
principal or interest which remains unclaimed for two years after such principal
or interest shall have become due and payable will be repaid to the Trust, and
thereafter any holder of a Certificate or a Coupon may look only to the Trust
for payment thereof.
THIS CLASS B TEMPORARY GLOBAL CERTIFICATE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, UNITED STATES OF
AMERICA, 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.
As used herein, the term "United States" means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction. "U.S. Person"
shall have the meaning given to it by Regulation S under the Securities Act and
"United States person" shall have the meaning given to it under the United
States Internal Revenue Code.
B-1-5
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 11th day of December, 1996.
FIRST USA BANK
By:____________________________
Name: W. Xxxx Xxxxxxxx
Title: Vice President
B-1-6
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: December 11, 1996
By:__________________________
Name:
Title:
B-1-7
Schedule A
SCHEDULE OF EXCHANGES
FOR CLASS B CERTIFICATES REPRESENTED BY
THE CLASS B PERMANENT GLOBAL CERTIFICATE OR
REDEMPTIONS OR PURCHASES AND CANCELLATIONS
The following exchanges of a part of this Class B Temporary Global Certificate
for the Class B Permanent Global Certificate, in whole or in part, or
redemptions, purchases or cancellations of this Class B Temporary Global
Certificate have been made:
Part of principal
amount of this Class B
Temporary Global
Certificate exchanged Remaining principal
for Class B Certifi- amount of this Class B
xxxxx represented by Temporary Global
Date of exchange or the Class B Permanent Certificate following Amount of interest
redemption or Global Certificate or such exchange, or re- paid with delivery of
purchase or cancella- redeemed or pur- demption or purchase the Class B Permanent Notation made by or
tion chased or cancelled or cancellation Global Certificate on behalf of the Trust
-----------------------------------------------------------------------------------------------------------------------------
----------------------- --------------------- --------------------- --------------------- ----------------------
----------------------- --------------------- --------------------- --------------------- ----------------------
----------------------- --------------------- --------------------- --------------------- ----------------------
----------------------- --------------------- --------------------- --------------------- ----------------------
B-1-8
TRUSTEE
-------
The Bank of New York (Delaware)
Xxxxx Xxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
PRINCIPAL PAYING AGENT
----------------------
Union Bank of Switzerland, London Branch
000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxx
XX0X 0XX
OTHER PAYING AGENT
------------------
Xxxxxx xx Xxxxxxxxxx
00 Xxxxxxxxx Xxxxx
0000 Xxxxxxxxxx
Grand-Duche de Luxembourg
EXHIBIT B-2
FORM OF CLASS B PERMANENT GLOBAL CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO ANY U.S.
PERSON (EACH AS DEFINED HEREIN).
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
THIS CERTIFICATE IS A CLASS B PERMANENT GLOBAL CERTIFICATE, WITHOUT
COUPONS, EXCHANGEABLE FOR CLASS B BEARER CERTIFICATES WITH INTEREST COUPONS. THE
RIGHTS ATTACHING TO THIS GLOBAL CERTIFICATE, AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE ARE SPECIFIED IN THE AGREEMENT (AS DEFINED HEREIN).
NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS GLOBAL
CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT
PURSUANT TO THE PROVISIONS HEREOF.
CLASS B PERMANENT GLOBAL CERTIFICATE
representing
FIRST USA CREDIT CARD MASTER TRUST
U.S. $43,650,000
CLASS B FLOATING RATE ASSET BACKED CERTIFICATES,
SERIES 1996-7
Class B Scheduled Payment Date:
The February 2000 Distribution Date
Each U.S. $100,000 and U.S. $10,000 denomination 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)
B-2-1
and MasterCard/(R)//TM/ credit card accounts generated or to be generated by
First USA Bank (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank or any affiliate thereof)
This certifies that the bearer of this Class B Permanent Global
Certificate is the owner of a fractional undivided interest in the First USA
Credit Card Master Trust (the "Trust") issued pursuant to the Pooling and
Servicing Agreement, dated as of September 1, 1992 between the Bank, as
Transferor (the "Transferor") and as Servicer (the "Servicer"), and The Bank of
New York (Delaware), as trustee (the "Trustee") of the Trust (the "Agreement";
such term to include any Supplement or amendment thereto) as amended by
Assignment No. 23 of Receivables in Additional Accounts dated as of December
11, 1996 among the Bank, as Transferor and Servicer, the Trustee and The Bank of
New York (Delaware), as trustee of the First USA Credit Card Master Trust II,
and as supplemented by the Series 1996-7 Supplement (the "Series 1996-7
Supplement"), dated as of December 11, 1996, 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 1996-7 Supplement), and all other assets and interests
constituting the Trust and all proceeds of the foregoing. The Receivables
consist of amounts charged by cardholders for goods and services and cash
advances (such amounts, less the amount of Discount Receivables, the "Principal
Receivables"), plus the related periodic finance charges (the "Periodic Finance
Charges"), annual membership fees ("Annual Membership Fees"), and amounts
charged to the Accounts in respect of cash advance finance charges, late fees,
overlimit fees, return check fees and similar fees and charges (the "Other
Charges"). Receivables in an amount equal to the product of the Yield Factor
(initially 1.3%) and amounts charged by cardholders
___________________
* VISA/(R)/ and MasterCard/ (R)/ are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
B-2-2
for goods and services and cash advances (the "Discount Receivables") will be
allocated to the Certificates and treated as Finance Charge Receivables
(Discount Receivables, together with the Periodic Finance Charges, Annual
Membership Fees and Other Charges, the "Finance Charge Receivables").
Although a summary of certain provisions of the Agreement is set forth
below, this Class B Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for information with 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. 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 First USA Credit Card
Master Trust Class A Floating Rate Asset Backed Certificates, Series 1996-7 (the
"Class A Certificates") and the First USA Credit Card Master Trust Class B
Floating Rate Asset Backed Certificates, Series 1996-7 (the "Class B
Certificates") with the intention that the Class A Certificates and Class B
Certificates will qualify under applicable tax law as indebtedness, and the
Transferor and each holder of a Class 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 United States federal, state, local and foreign income or
franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
The Trust's assets are allocated in part to the holders of the Class A
Certificates, the holders of the Class B Certificates and the holders of the
First USA Credit Card Master Trust CIA Certificates, Series 1996-7 (the "CIA
Certificates") (such holders together the "Investor Certificateholders") with
the remainder allocated to holders of other Series of Certificates issued by the
Trust, if any, and to the Transferor. In addition to the Class A Certificates,
the Class B Certificates and the CIA Certificates, the Exchangeable Transferor
Certificate will be reissued pursuant to the Agreement and will represent the
Transferor's interest in the Trust. The reissued Exchangeable Transferor
Certificate will represent the
B-2-3
interest in the Principal Receivables not represented by the Class A
Certificates, the Class B Certificates and the CIA Certificates (together the
"Investor Certificates") or any other Series of Certificates. The Exchangeable
Transferor Certificate may be exchanged by the Transferor pursuant to the
Agreement for one or more Series of Certificates and a reissued Exchangeable
Transferor Certificate upon the conditions set forth in the Agreement. In
addition, to the extent permitted for any Series of Certificates by the related
Supplement, the Certificateholders of such Series may tender their Certificates
and the Transferor may tender the Exchangeable Transferor Certificate in
exchange for one or more Series of Certificates and a reissued Exchangeable
Transferor Certificate.
This Class B Permanent Global Certificate is to be held by a common
depositary for Xxxxxx Guaranty Trust Company of New York, Brussels Office, as
operator of the Euroclear System ("Euroclear"), and Cedel, societe anonyme
("Cedel") on behalf of account holders which have the Class B Certificates
represented by this Class B Permanent Global Certificate credited to their
respective securities accounts with Euroclear or Cedel from time to time.
For value received, the Trust, subject to and in accordance with the
Pooling and Servicing Agreement, promises to pay to the bearer hereof on each
Distribution Date and the Class B Scheduled Payment Date, or on such earlier
date as the Class B Certificates may become due and repayable in accordance with
the Pooling and Servicing Agreement, the amount payable under the Pooling and
Servicing Agreement on any repurchase of the Class B Certificates then
represented by this Class B Permanent Global Certificate and to pay interest (if
any) on the principal amount of the Class B Certificates from time to time
represented by this Class B Permanent Global Certificate calculated and payable
as provided in the Pooling and Servicing Agreement, upon presentation and, at
maturity, surrender of this Class B Permanent Global Certificate at the
principal office of the Principal Paying Agent in London, England, or at the
offices of any of the other paying agents located outside the United States
(except as provided in the Pooling and Servicing Agreement) from time to time
appointed by the Trustee in respect of the Class B Certificates. Interest on
this Class B Permanent Global Certificate is payable only outside the United
States (except as provided in the Pooling and Servicing Agreement). Any monies
paid by the Trustee to the Principal Paying Agent for the payment of principal
or interest on any Class B Certificates and remaining unclaimed at the end of
two years after such principal or interest shall have become due and payable
(whether at maturity or other-
B-2-4
wise) shall then be repaid to the Trust and upon such repayment all liability of
the Principal Paying Agent with respect thereto shall thereupon cease, without,
however, limiting in any way any obligation the Trust may have to pay the
principal of or interest on such Class B Certificates as the same shall become
due. On any payment of interest or principal being made details of such payment
shall be entered by or on behalf of the Trust in Schedule A hereto and the
relevant space in Schedule B hereto recording any such payment shall be signed
by or on behalf of the Trust.
On any redemption, purchase, exchange or cancellation of any of the
Class B Certificates represented by this Class B Permanent Global Certificate,
details of such redemption, purchase, exchange or cancellation shall be entered
by or on behalf of the Trust in Schedule A hereto recording any such redemption,
purchase, exchange or cancellation and shall be signed by or on behalf of the
Trust. Upon any such redemption, purchase, exchange or cancellation, the
principal amount of this Class B Permanent Global Certificate and the Class B
Certificates represented by this Class B Permanent Global Certificate shall be
reduced by the principal amount so redeemed, purchased, exchanged or cancelled.
The Class B Certificates represented by this Class B Permanent Global
Certificate were originally represented by the Class B Temporary Global
Certificate. Unless the Class B Temporary Global Certificate was exchanged in
whole on the issue hereof, interests in such Temporary Global Certificate may be
further exchanged, on the terms and conditions set out therein, for interests in
this Class B Permanent Global Certificate. If any such exchange occurs following
the issue hereof, the Trustee or its agent shall endorse Schedule B hereto to
reflect the increase in the aggregate principal amount of this Class B Permanent
Global Certificate due to each such exchange, whereupon the principal amount
hereof shall be increased for all purposes by the amount so exchanged and
endorsed.
This Class B Permanent Global Certificate may be exchanged, free of
charge, in whole, for security-printed Class B Bearer Certificates in
denominations of U.S. $100,000 and U.S. $10,000 each. Subject to the terms of
the Pooling and Servicing Agreement, after the Temporary Global Certificate
Exchange Date, such exchange will be made upon presentation of this Class B
Permanent Global Certificate by the bearer hereof on any day (other than a
Saturday or a Sunday) on which banks are open for business in London at the
principal office of the Principal Paying Agent in London, England. The aggregate
principal amount
B-2-5
of Class B Bearer Certificates issued upon an exchange of this Class B Permanent
Global Certificate will be equal to the aggregate principal amount of this Class
B Permanent Global Certificate as shown in Schedule B hereto. On an exchange of
the whole of this Class B Permanent Global Certificate, this Class B Permanent
Global Certificate shall be surrendered to the Principal Paying Agent. The
security-printed Class B Bearer Certificates to be delivered in exchange for
this Class B Permanent Global Certificate shall be delivered only outside the
United States.
Until the exchange of this Class B Permanent Global Certificate as
aforesaid, the bearer hereof shall in all respects be entitled to the same
benefits as if it were the bearer of Class B Bearer Certificates and the Coupons
in the form set out in the Pooling and Servicing Agreement.
Notwithstanding any of the foregoing, any Class B Bearer Certificate
issued in exchange for a beneficial interest in the Permanent Global Certificate
as provided herein shall be delivered only outside the United States.
Any money paid by the Trust to any of the Paying Agents for payment of
principal or interest which remains unclaimed for two years after such principal
or interest shall have become due and payable will be repaid to the Trust, and
thereafter any holder of a Certificate or a Coupon may look only to the Trust
for payment thereof.
THIS CLASS B PERMANENT GLOBAL CERTIFICATE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, UNITED STATES OF
AMERICA, 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.
As used herein, the term "United States" means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction. "U.S. Person"
shall have the meaning given to it by Regulation S under the Securities Act and
"United States person" shall have the meaning given to it under the United
States Internal Revenue Code.
B-2-6
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 11th day of December, 1996.
FIRST USA BANK
By:____________________________
Name: W. Xxxx Xxxxxxxx
Title: Vice President
B-2-7
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: December 11, 1996
By:__________________________
Name:
Title:
B-2-8
SCHEDULE A
----------
PART I
------
Total Amount Confirmation of
Interest Date of of Interest Amount of payment by or on
Payment Date Payment Payable Interest Amount behalf of the Trust
------------------------------------------------------------------------------
First ------- ------------ --------------- --------------------
Second ------- ------------ --------------- --------------------
[continue numbering until the appropriate number of interest payment dates for
the particular Series of Certificates is reached]
B-2-9
PART II
-------
PRINCIPAL PAYMENTS
------------------
Confirmation of
payment by or on
Date of Payment Total Amount Payable Total Amount Paid behalf of the Trust
------------------------------------------------------------------------------
--------------- -------------------- ----------------- -------------------
--------------- -------------------- ----------------- -------------------
[continue numbering until the appropriate number of installment dates for the
particular Series of Certificates is reached]
Schedule B
SCHEDULE OF EXCHANGES OF THE CLASS B TEMPORARY
----------------------------------------------
GLOBAL CERTIFICATE
------------------
OR REDEMPTIONS OR PURCHASES AND CANCELLATIONS
---------------------------------------------
The following increases of this Class B Permanent Global Certificate, or
redemptions or purchases or cancellations of this Class B Permanent Global
Certificate have been made:
Increase in principal
amount of this Class B
Permanent Global
Certificate due to Remaining principal amount
exchanges of the Class B of this Class B Permanent
Temporary Global Global Certificate
Date of exchange, or Certificate for this Class following such exchange, Notation made by
redemption or purchase B Permanent Global or redemption or purchase or on behalf of
or cancellation Certificate or cancellation the Trust
----------------------- -------------------------- -------------------------- ----------------------
----------------------- -------------------------- -------------------------- ----------------------
----------------------- -------------------------- -------------------------- ----------------------
----------------------- -------------------------- -------------------------- ----------------------
TRUSTEE
-------
The Bank of New York (Delaware)
Xxxxx Xxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
PRINCIPAL PAYING AGENT
----------------------
Union Bank of Switzerland, London Branch
000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxx
XX0X 0XX
OTHER PAYING AGENT
------------------
Xxxxxx xx Xxxxxxxxxx
00 Xxxxxxxxx Xxxxx
0000 Xxxxxxxxxx
Grand-Duche de Luxembourg
EXHIBIT B-3
FORM OF CLASS B BEARER CERTIFICATE
BEARER
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 , AS AMENDED (THE "SECURITIES ACT"). NEITHER THIS
CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO ANY U.S. PERSON (EACH AS DEFINED HEREIN)
EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(J) AND 1287(A) OF THE INTERNAL REVENUE CODE.
No. R-__ $__________
FIRST USA CREDIT CARD MASTER TRUST CLASS B FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1996-7
Class B Scheduled Payment Date:
The February 2000 Distribution Date
Each U.S. $100,000 and U.S. $10,000 denomination evidencing an
undivided interest in a trust, the corpus of which consists of receivables
generated from time to time in the ordinary course of business in a portfolio of
VISA/(R)/ and MasterCard/(R)//*/ credit card accounts generated or to be
generated by First USA Bank (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank or any affiliate thereof)
__________________________
/*/ VISA/(R)/ and MasterCard/(R)/ are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
B-3-1
This certifies that the bearer of this Class B Bearer Certificate (the
"Class B Certificateholder") is the owner of a fractional undivided interest in
the First USA Credit Card Master Trust (the "Trust") issued pursuant to the
Pooling and Servicing Agreement, dated as of September 1, 1992 between the
Bank, as Transferor (the "Transferor") and as Servicer (the "Servicer"), and The
Bank of New York (Delaware), as trustee (the "Trustee") of the Trust (the
"Agreement"; such term to include any Supplement or amendment thereto) as
amended by Assignment No. 23 of Receivables in Additional Accounts dated as of
December 11, 1996 among the Bank, as Transferor and Servicer, the Trustee and
The Bank of New York (Delaware), as trustee of the First USA Credit Card Master
Trust II, and as supplemented by the Series 1996-7 Supplement (the "Series 1996-
7 Supplement"), dated as of December 11, 1996, 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 1996-7 Supplement), and all other assets and interests
constituting the Trust and all proceeds of the foregoing. The Receivables
consist of amounts charged by cardholders for goods and services and cash
advances (such amounts, less the amount of Discount Receivables, the "Principal
Receivables"), plus the related periodic finance charges (the "Periodic Finance
Charges"), annual membership fees ("Annual Membership Fees"), and amounts
charged to the Accounts in respect of cash advance finance charges, late fees,
overlimit fees, return check fees and similar fees and charges (the "Other
Charges"). Receivables in an amount equal to the product of the Yield Factor
(initially 1.3%) and amounts charged by cardholders for goods and services and
cash advances (the "Discount Receivables") will be allocated to the Certificates
and treated as Finance Charge Receivables (Discount Receivables, together with
the Periodic Finance Charges, Annual Membership Fees and Other Charges, the
"Finance Charge Receivables").
Although a summary of certain provisions of the Agreement is set forth
on the reverse of this Certificate, this Class B Certificate does not purport to
summarize the Agreement and reference is made to the Agreement for
B-3-2
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. 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 First USA Credit Card
Master Trust Class A Floating Rate Asset Backed Certificates, Series 1996-7 (the
"Class A Certificates") and the First USA Credit Card Master Trust Class B
Floating Rate Asset Backed Certificates, Series 1996-7 (the "Class B
Certificates") with the intention that the Class A Certificates and Class B
Certificates will qualify under applicable tax law as indebtedness, and the
Transferor and each holder of a Class 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 United States federal, state, local and foreign income or
franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
Final payment of this Class B Bearer Certificate will be made only
upon presentation and surrender of this Class B Bearer Certificate at the office
or agency specified in the notice of final distribution delivered by the
Trustee to the Investor Certificateholder in accordance with the Agreement
(which presentation and surrender and final payment shall only be made outside
the United States, except as otherwise provided in the immediately preceding
paragraph).
B-3-3
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 11th day of December, 1996.
FIRST USA BANK
By:____________________________
Name: W. Xxxx Xxxxxxxx
Title: Vice President
B-3-4
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: December 11, 1996
By:__________________________
Name:
Title:
B-3-5
[REVERSE SIDE OF CERTIFICATES]
The Trust's assets are allocated in part to the holders of the Class A
Certificates, the holders of the Class B Certificates and the holders of the
First USA Credit Card Master Trust CIA Certificates, Series 1996-7 (the "CIA
Certificates") (such holders together the "Investor Certificateholders") with
the remainder allocated to holders of other Series of Certificates issued by the
Trust, if any, and to the Transferor. In addition to the Class A Certificates,
the Class B Certificates and the CIA Certificates, the Exchangeable Transferor
Certificate will be reissued pursuant to the Agreement and will represent the
Transferor's interest in the Trust. The reissued Exchangeable Transferor
Certificate will represent the interest in the Principal Receivables not
represented by the Class A Certificates, the Class B Certificates and the CIA
Certificates (together the "Investor Certificates") or any other Series of
Certificates. The Exchangeable Transferor Certificate may be exchanged by the
Transferor pursuant to the Agreement for one or more Series of Certificates and
a reissued Exchangeable Transferor Certificate upon the conditions set forth in
the Agreement. In addition, to the extent permitted for any Series of
Certificates by the related Supplement, the Certificateholders of such Series
may tender their Certificates and the Transferor may tender the Exchangeable
Transferor Certificate in exchange for one or more Series of Certificates and a
reissued Exchangeable Transferor Certificate.
The Class B Bearer Certificates are issued in bearer form with
interest coupons attached. The Class B Bearer Certificates are bearer
instruments, title to which (including title to any and all Coupons appertaining
thereto) passes by delivery. The bearer of a Class B Bearer Certificate and the
bearer of any Coupon may (to the fullest extent permitted by applicable laws) be
treated at all times, by all persons and for all purposes as the absolute owner
of such Certificate or Coupon, as the case may be, whether or not such
Certificate or Coupon shall be overdue, and regardless of any notice of
ownership, theft, loss or other interest therein or of any writing thereon.
The Class B Bearer Certificates are issuable only in denominations of
U.S. $100,000 and U.S. $10,000. Distributions of principal of and interest on
the Class B Bearer Certificates will be payable in United States dollars only
upon presentation of such Class B Bearer Certificates or Coupons, as the case
may be, at the offices of the Principal Paying Agent in London, England and any
co-paying agents outside the Unites States as may be
B-3-6
appointed from time to time. At the option of the Holder and subject to
applicable laws and regulations, such payments will be made by a United States
dollar check or United States dollar bank draft drawn on a bank account of the
Principal Paying Agent in London, England or by transfer in same day funds to a
United States dollar account maintained by the Holder with a bank outside the
United States, subject in each case to all applicable laws and regulations. If
such payment at the offices of the Principal Paying Agent in London, England
and all co-paying agents outside the United States becomes illegal or is
effectively precluded because of the imposition of exchange controls or other
similar restrictions on the full payment or receipt of such amounts in United
States dollars, payments with respect to the Class B Bearer Certificates and
Coupons will be made at the office of the Principal Paying Agent in New York
City. Except as provided in the preceding sentence, no demand for payment or
payment on the Class B Bearer Certificate or Coupons may be made at any offices
of the Paying Agents, or of any co-paying agent maintained by the Trustee, in
the United States, nor will any payment be made by transfer to an account in, or
by mail to an address in, the United States.
The Bank has initially appointed the paying agents and transfer agents
listed at the back hereof. Until the Class B Certificates are paid in full, the
Bank will maintain a paying agent and a transfer agent having offices in Western
Europe (which, so long as the Certificates are listed on the Luxembourg Stock
Exchange and the rules thereof so require, will be in Luxembourg in addition to
any other such offices). Notice of any termination or appointment or of any
change in the office through which the Trustee, any paying agent, or any
transfer agent will act will be promptly given once in the manner described in
Section 13.05 of the Agreement.
The Class B Initial Invested Amount is $43,650,000. The Class B
Invested Amount for any monthly Distribution Date will be an amount equal to
$43,650,000 minus the aggregate amount of principal payments made to the Class B
-----
Certificateholders prior to such Distribution Date and minus the excess, if any,
-----
of the aggregate amount of Class B Investor Charge-Offs over the Class B
Investor Charge-Offs reimbursed prior to such date.
The Class B Certificates will bear interest at the rate of 5.88375%
per annum on the Class B Initial Invested Amount from December 11, 1996 through
January 9, 1997, and for each Interest Period thereafter, the Class B
Certificates will bear interest at a per annum rate of
B-3-7
0.29% 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 January 10, 1997, and on the tenth day of each month thereafter, or if
such day is not a Business Day, the next succeeding Business Day until the
earlier of the day on which the Class B Invested Amount is paid in full and the
Series Termination Date (each such date a "Distribution Date"), in an amount
equal to the product of (a) the actual number of days in the related Interest
Period divided by 360, (b) the Class B Certificate Rate and (c) the Class B
Invested Amount on the last day of the Monthly Period immediately preceding such
Distribution Date. Interest for a Distribution Date will accrue from and
including the previous Distribution Date (or in the case of the first
Distribution Date, from and including the Closing Date), to, and including, the
day immediately preceding the current Distribution Date. Interest payments will
be made from Collections of Finance Charge Receivables and certain other amounts
allocated to the Class A Certificates comprising Class B Available Funds and, in
certain circumstances, from Reallocated Principal Collections on January 10,
1997 and on each Distribution Date thereafter until the Series 1996-7
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.
If on any Distribution Date the Class B Available Funds are
insufficient to cover the Class B Monthly Interest and any overdue Class B
Monthly Interest due on such Distribution Date, Class B Default Interest, if
any, for such Distribution Date, any overdue Class B Default Interest, the Class
B Investor Default Amount for such Distribution Date and, if the Bank is no
longer the Servicer, the Class B Monthly Servicing Fee for such Distribution
Date (such deficiency the "Class B Required Amount"), Excess Finance Charge
Collections will be ap plied to fund the Class B Required Amount. If Excess
Finance Charge Collections are insufficient to fund the Class B Required Amount,
if any, an amount equal to the lesser of (x) the CIA Invested Amount and (y) the
product of (a)(i) during the Revolving Period, the CIA Floating Allocation
Percentage or (ii) during an Amortization Period, the CIA Fixed/Floating
Allocation Percentage and (b) the amount of Collections of Principal Receivables
with respect to the related Monthly Period (such amount as so applied,
"Reallocated CIA Principal Collections") will
B-3-8
be applied to the extent of any remaining Class B Required Amount.
On each Distribution Date the CIA Invested Amount will be reduced by
the amount of Reallocated CIA Principal Collections and by the amount of
Reallocated Class B Principal Collections for such Distribution Date. In the
event that such reduction would cause the CIA Invested Amount to be a negative
number, the CIA Invested Amount will be reduced to zero and the Class B Invested
Amount will be reduced by the amount by which the CIA Invested Amount would have
been reduced below zero. In the event that the reallocation of Collections of
Principal Receivables would cause the Class B Invested Amount to be a negative
number on any Distribution Date, Collections of Principal Receivables will be
reallocated on such Distribution Date in an aggregate amount equal to the
amount which would cause the Class B Invested Amount to be reduced to zero.
The Bank, as Servicer, is entitled to receive as servicing
compensation a monthly servicing fee in an amount equal to, with respect to each
Series, one-twelfth of the product of the applicable Servicing Fee Percentage
and the Invested Amount for such Series with respect to the related Monthly
Period. The share of the Servicing Fee for each Monthly Period allocable to the
Class B Certificates shall be equal to 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 (the "Class B Monthly Servicing Fee").
As described in the Agreement, Collections of Principal Receivables
with respect to any Monthly Period will be allocated on the related
Determination Date on the basis of the aggregate Investor Percentage of all
Series and the Transferor Percentage with respect to the Principal Receivables.
Such allocation will be performed both during the Revolving Period and any
Amortization Period. Throughout the existence of the Trust, the Servicer will
allocate to the Transferor, as holder of the Exchangeable Transferor
Certificate, an amount equal to the Transferor Percentage of the aggregate
amount of Collections of Finance Charge Receivables and Principal Receivables
for each Monthly Period. During the Revolving Period relating to the Investor
Certificates, the Class B Floating Allocation Percentage of Collections of
Principal Receivables and the CIA Floating Allocation Percentage of Collections
of Principal Receivables will be applied first as Reallocated Principal
Collections, to the extent required, and any remaining amounts together with the
Class B Floating Allocation Percentage of Principal Receivables will be
B-3-9
distributed first to the certificateholders of other Series to the extent of the
amount of Principal Shortfalls, if any, and then to the Transferor in an amount
not to exceed the amount of the Transferor Interest.
Unless a Pay Out Event has occurred, the Accumulation Period will
begin at the close of business on the last day of the Revolving Period and will
end on the earlier of (i) the commencement of the Rapid Amortization Period,
(ii) payment of the Invested Amount in full and (iii) the Series Termination
Date. On each Transfer Date following the commencement of the Accumulation
Period, prior to the earlier of the payment of the Class A Invested Amount in
full and the commencement of the Rapid Amortization Period, the Trustee will
deposit in the Principal Funding Account an amount equal to the least of (a)
Available Investor Principal Collections with respect to the preceding Monthly
Period, (b) the applicable Controlled Deposit Amount and (c) the Class A
Adjusted Invested Amount prior to any such deposit on such day. Amounts in the
Principal Funding Account will be paid to the Class A Certificateholders on the
Class A Scheduled Payment Date. After the full amount of the Class A Invested
Amount has been deposited in the Principal Funding Account and beginning with
the Transfer Date related to the Class B Principal Commencement Date, prior to
the commencement of the Rapid Amortization Period, the Trustee will deposit in
the Principal Funding Account an amount equal to the least of (a) the Available
Investor Principal Collections with respect to the preceding Monthly Period
remaining after application thereof to the Class A Invested Amount, (b) the
applicable Controlled Deposit Amount (minus the Class A Monthly Principal with
respect to such Transfer Date) and (c) the Class B Adjusted Invested Amount
prior to any such deposit on such day. After payment in full of the Class A
Invested Amount, amounts in the Principal Funding Account will be paid to the
Class B Certificateholders on the Class B Scheduled Payment Date. After the full
amount of the sum of the Class A Invested Amount and the Class B Invested Amount
has been deposited in the Principal Funding Account, prior to the commencement
of the Rapid Amortization Period, the Trustee will deposit in the Principal
Funding Account an amount equal to the least of (a) the Available Investor
Principal Collections with respect to the preceding Monthly Period remaining
after application thereof to the Class A Invested Amount and the Class B
Invested Amount, (b) the applicable Controlled Deposit Amount (minus the Class
A Monthly Principal and the Class B Monthly Principal with respect to such
Transfer Date) and (c) the CIA Adjusted Invested Amount prior to any such
deposit on such day. After payment in full of the Class A Invested Amount and
the
B-3-10
Class B Invested Amount, amounts in the Principal Funding Account will be paid
to the CIA Certificateholders on the CIA Scheduled Payment Date. During the
Accumulation Period, the portion of Available Investor Principal Collections not
applied to Class A Monthly Principal, Class B Monthly Principal or CIA Monthly
Principal on a Transfer Date will generally be treated as Excess Principal
Collections.
Upon written notice to the Trustee, the Servicer may elect to postpone
the commencement of the Accumulation Period, and extend the length of the
Revolving Period, subject to certain conditions as set forth in the Agreement.
The Servicer may make such election only if the Accumulation Period Length is
less than twelve months. On each Determination Date until the Accumulation
Period begins, the Servicer will determine the "Accumulation Period Length,"
which is the number of months expected to be required to fully fund the
Principal Funding Account no later than the Class B Scheduled Payment Date,
based on (a) the expected monthly Collections of Principal Receivables expected
to be distributable to the Certificateholders of all Series (excluding certain
other Series, as set forth in the Agreement), assuming a principal payment rate
no greater than the lowest monthly principal payment rate on the Receivables for
the preceding twelve months and (b) the amount of principal expected to be
distributable to certificateholders of Series (which may exclude certain other
Series) which are not expected to be in their revolving periods during the
Accumulation Period. If the Accumulation Period Length is less than twelve
months, the Servicer may, at its option, postpone the commencement of the
Accumulation Period such that the number of months included in the Accumulation
Period will be equal to or exceed the Accumulation Period Length. The length of
the Accumulation Period shall not be less than one month.
Unless the Rapid Amortization Period has begun, funds on deposit in
the Principal Funding Account will be distributed to the Class B
Certificateholders on the February 2000 Distribution Date (the "Class B
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 B Scheduled Payment Date the Rapid Amortization
Period will commence and on each Distribution Date thereafter until the Class B
Invested Amount is paid in full, the Class B Certificateholders will receive
distributions of Class B Monthly Principal and Class B Monthly Interest.
B-3-11
On the February 2000 Distribution Date if the Class A Invested Amount
is paid in full, Available Investor Principal Collections and Excess Principal
Collections allocable to Series 1996-7 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 1996-7 are
insufficient to pay in full the Class B Invested Amount on the February 2000
Distribution Date, the Rapid Amortization Period will commence.
If, for any Monthly Period, the Available Investor Principal
Collections for such Monthly Period exceed the applicable Controlled Deposit
Amount, any such excess will be treated as Excess Principal Collections and
allocated to the holders of other Series issued and outstanding or, subject to
certain limitations described in the Agreement, paid to the holder of the
Exchangeable Transferor Certificate. If, for any Monthly Period, the Available
Investor Principal Collections for such Monthly Period and Excess Principal
Collections allocable to Series 1996-7 are less than the applicable Controlled
Deposit Amount, the amount of such deficiency will be the applicable
"Accumulation Shortfall" for the succeeding Monthly Period.
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 B Scheduled Payment Date if the Invested Amount
is not paid in full on such date, and ending on the earlier of (i) the date on
which the Class A Invested Amount, the Class B Invested Amount and the CIA
Invested Amount have been paid in full and (ii) the Series Termination Date (the
"Rapid Amortization Period"), collections of Principal Receivables allocated to
the Invested Amount will no longer be paid to the holder of the Exchangeable
Transferor Certificate or to the holders of the certificates of any other Series
or, if the Accumulation Period has commenced, deposited in the Principal Funding
Account, but instead will be distributed to the Class A Certificateholders and,
following payment in full of the Class A Invested Amount, to the Class B
Certificateholders, and, following payment in full of the Class B Invested
Amount, to the CIA Certificateholders, monthly on each Distribution Date
beginning
B-3-12
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.
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 February
2000 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 of the Class A Certificates in full will be distributed
to the Class B Certificateholders.
Subject to the Agreement, payments of principal are limited to the
unpaid Class B Invested Amount of the Class B Certificates, which may be less
than the unpaid balance of the Class B Certificates pursuant to the terms of the
Agreement. All principal of and interest on the Class B Certificates is due and
payable no later than October 10, 2002 (or if such day is not a Business Day,
the next succeeding Business Day) (the "Series Termination Date"). After the
Series Termination Date, neither the Trust nor the Transferor will have any
further obligation to distribute principal or interest on the Class B
Certificates. In the event that the Invested Amount is greater than zero on the
Series Termination Date, the Trustee will sell or cause to be sold, to the
extent necessary, an amount of interests in the Receivables or certain of the
Receivables up to 110% of the sum of the Class A Invested Amount, the Class B
Invested Amount and the CIA Invested Amount at the close of business on such
date (but not more than the total amount of Receivables
B-3-13
allocable to the Investor Certificates), and shall pay the proceeds to the Class
A Certificateholders pro rata then to the Class B Certificateholders pro rata
and then to the CIA Certificateholders pro rata in final payment of the Investor
Certificates.
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 1996-7 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 1996-7 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.
On each Distribution Date, the Trustee shall pay to the Principal
Paying Agent in London, England for payment to the Class A Certificateholders
and the Class B Certificateholders the amount deposited on the related Transfer
Date into the A/B Distribution Account in respect of Class A Monthly Interest
and Class B Monthly Interest, respectively. On each Transfer Date, the Trustee
shall pay to the CIA Certificateholders the CIA Monthly Interest, to the extent
funds are available. Distributions with respect to this Series 1996-7
Certificate will be made by the Trustee by, except as otherwise provided in the
Agreement, wire transfer mailed to the address of each
B-3-14
Series 1996-7 Certificateholder of record appearing in the Certificate Register
and except for the final distribution in respect of this Series 1996-7
Certificate, without the presentation or surrender of this Series 1996-7
Certificate or the making of any notation thereon; provided that with respect to
--------
Series 1996-7 Certificates registered in the name of the nominee of a Clearing
Agency, distributions will be made in the form of immediately available funds.
This Class B Bearer Certificate represents an interest in only the
First USA Credit Card Master Trust. This Class B Bearer Certificate does not
represent an obligation of, or an interest in, the Transferor or the Servicer,
and neither the Series 1996-7 Certificates nor the Accounts or Receivables are
insured or guaranteed by the United States Federal Deposit Insurance Corporation
or any other governmental agency. This Class B Bearer Certificate is limited in
right of payment to certain collections respecting the Receivables, all as more
specifically set forth hereinabove and in the Agreement.
As provided in the Agreement and subject to certain limitations set
forth therein, Class B Bearer Certificates are exchangeable for new Class B
Bearer Certificates evidencing like aggregate Undivided Interest, as requested
by the Class B Certificateholder surrendering such Class B Bearer Certificates.
No service charge may be imposed for any such exchange but the 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.
No additional amounts will be payable to a Certificateholder in the
event of any deduction or withholding on or for the account of any present or
future tax, assessment or other governmental charge imposed upon any payment to
such Certificateholder by the United States or any political or taxing authority
therein or thereof.
This Class B Bearer Certificate may not be acquired by or for the
account of, directly or indirectly, any U.S. Person except in compliance with
the registration provisions of the Securities Act or pursuant to an available
exemption from such provisions. By accepting and holding this Class B Bearer
Certificate, the Holder hereof shall be deemed to have represented and warranted
that it is not a U.S. Person or that it has acquired this Class B Bearer
Certificate pursuant to an available exemption from the registration provisions
of the Securities Act or in compliance with the registration provisions thereof.
B-3-15
The Transfer Agent and Registrar, each Paying Agent, the Servicer and
the Trustee and any agent of any of them may treat the bearer of this Class B
Bearer Certificate as the owner hereof for all purposes, and neither the
Servicer, the Trustee, the Paying Agents or the Transfer Agent and Registrar
nor any agent of any of them shall be affected by notice to the contrary except
in certain circumstances described in the Agreement.
As used herein, the term "United States" means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction. "U.S. Person"
shall have the meaning given to it by Regulation S under the Securities Act and
"United States person" shall have the meaning given to it under the United
States Internal Revenue Code.
THIS CLASS B BEARER CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, UNITED STATES OF AMERICA,
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.
B-3-16
TRUSTEE
-------
The Bank of New York (Delaware)
Xxxxx Xxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
PRINCIPAL PAYING AGENT
----------------------
Union Bank of Switzerland, London Branch
000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxx
XX0X 0XX
OTHER PAYING AGENT
------------------
Xxxxxx xx Xxxxxxxxxx
00 Xxxxxxxxx Xxxxx
0000 Xxxxxxxxxx
Grand-Duche de Luxembourg
B-3-17
EXHIBIT C
FORM OF CIA CERTIFICATE
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF FIRST
USA BANK AND THE TRUSTEE THAT SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN
(AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF
ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE"), (III) A GOVERNMENTAL PLAN, AS DEFINED IN
SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO
A MATERIAL EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF A PLAN'S INVESTMENT IN THE ENTITY OR (V) A PERSON INVESTING "PLAN
ASSETS" OF ANY SUCH PLAN (INCLUDING FOR PURPOSES OF CLAUSE (IV) OR (V), ANY
INSURANCE COMPANY GENERAL ACCOUNT, BUT EXCLUDING ANY ENTITY REGISTERED UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED) (EACH SUCH PERSON DESCRIBED IN
CLAUSES (I) THROUGH (V), A "PLAN PURCHASER"); PROVIDED, HOWEVER, THAT A
PURCHASER SHALL NOT BE REQUIRED TO MAKE THE REPRESENTATIONS AND WARRANTIES SET
FORTH IN ANY OF CLAUSES (I) THROUGH (V) ABOVE IF THE TRUSTEE SHALL HAVE RECEIVED
THE PRIOR WRITTEN CONSENT OF THE TRANSFEROR TO THE TRANSFER TO SUCH ENTITY; AND
PROVIDED, FURTHER, THAT NO SUCH CONSENT SHALL BE GRANTED IF THE TRANSFEROR
DETERMINES IN ITS SOLE AND ABSOLUTE DISCRETION THAT SUCH TRANSFER WOULD CAUSE
THE AGGREGATE PERCENTAGE OF THE CIA INVESTED AMOUNT TRANSFERRED TO PLAN
PURCHASERS TO EQUAL OR EXCEED 25% OF THE CIA INVESTED AMOUNT AND ANY ATTEMPTED
TRANSFER THAT WOULD CAUSE THE PERCENTAGE OF THE CIA INVESTED AMOUNT TRANSFERRED
TO PLAN PURCHASERS TO EQUAL OR EXCEED 25% OF THE CIA INVESTED AMOUNT WILL BE
VOID.
THIS CERTIFICATE MAY NOT BE ACQUIRED, SOLD, TRADED OR
TRANSFERRED, NOR MAY AN INTEREST IN THIS CERTIFICATE BE MARKETED, ON OR THROUGH
AN "ESTABLISHED SECURITIES MARKET" WITHIN THE MEANING OF SECTION 7704(B)(1) OF
THE CODE AND ANY PROPOSED, TEMPORARY OR FINAL TREASURY REGULATION THEREUNDER,
INCLUDING, WITHOUT LIMITATION, AN OVER-THE-COUNTER-MARKET OR AN INTERDEALER
QUOTATION SYSTEM THAT REGULARLY DISSEMINATES FIRM BUY OR SELL QUOTATIONS.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR
C-1
OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
APPLICABLE LAWS AND ONLY (1) TO THE TRANSFEROR, (2) TO A LIMITED NUMBER OF
INSTITUTIONAL "ACCREDITED INVESTORS" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR
(7) UNDER THE SECURITIES ACT) AND IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (UPON DELIVERY OF THE DOCUMENTATION REQUIRED
BY THE POOLING AND SERVICING AGREEMENT AND, IF THE TRUSTEE SO REQUIRES, AN
OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE) OR (3) PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A ("QIB") PURCHASING
FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE
HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A. EACH CERTIFICATE OWNER BY
ACCEPTING A BENEFICIAL INTEREST IN THIS CERTIFICATE IS DEEMED TO REPRESENT THAT
IT IS EITHER A QIB PURCHASING FOR ITS OWN ACCOUNT, A QIB PURCHASING FOR THE
ACCOUNT OF ANOTHER QIB OR AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN
RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT). THIS CERTIFICATE WILL
NOT BE ACCEPTED FOR REGISTRATION OF TRANSFER EXCEPT UPON PRESENTATION OF
EVIDENCE SATISFACTORY TO THE TRANSFER AGENT AND REGISTRAR THAT THE RESTRICTIONS
ON TRANSFER SET FORTH IN THE AGREEMENT AND THE SERIES 1996-7 SUPPLEMENT HAVE
BEEN COMPLIED WITH. THIS CERTIFICATE MAY NOT BE REOFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED WITHOUT THE PRIOR WRITTEN CONSENT OF EACH OF THE
TRANSFEROR AND THE SERVICER AND UNLESS AND UNTIL THE TRUSTEE SHALL HAVE RECEIVED
THE CERTIFICATIONS REQUIRED BY THE SERIES 1996-7 SUPPLEMENT.
No. R-1 $_______________
Series Termination
Date: October 10, 2002
FIRST USA CREDIT CARD MASTER TRUST
CIA CERTIFICATE, SERIES 1996-7
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)
C-2
and MasterCard(R)/*/ credit card accounts generated or to be generated by
First USA Bank (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank or any affiliate thereof)
This certifies that _____________________ (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
1996-7 Supplement (the "Series 1996-7 Supplement"), dated as of December 11,
1996, 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 1996-7 Supplement), and
all other assets and interests constituting the Trust and all proceeds of the
foregoing. The Receivables consist of amounts charged by cardholders for goods
and services and cash advances (such amounts, less the amount of Discount
Receivables, the "Principal Receivables"), plus the related periodic finance
charges (the "Periodic Finance Charges"), annual membership fees ("Annual
Membership Fees"), and amounts charged to the Accounts in respect of cash
advance finance charges, late fees, overlimit fees, return check fees and
similar fees and charges (the "Other Charges"). Receivables in an amount equal
to the product of the Yield Factor (initially 1.3%) and amounts charged by
cardholders
_____________________
/*/ VISA(R) and MasterCard(R) are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
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for goods and services and cash advances (the "Discount Receivables") will be
allocated to the Certificates and treated as Finance Charge Receivables
(Discount Receivables, together with the Periodic Finance Charges, Annual
Membership Fees and Other Charges, the "Finance Charge Receivables").
Although a summary of certain provisions of the Agreement is set forth
below, this CIA Certificate does not purport to summarize the Agreement or the
Spread Account Agreement, dated as of December 11, 1996, among the Trustee, the
Transferor, the Servicer and The Bank of New York, as initial collateral agent
(the "Spread Account Agreement") and reference is made to the Agreement and the
Spread Account Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the rights,
duties and obligations of the Trustee. A copy of the Agreement may be requested
from the Trustee by writing to the Trustee at The Bank of New York (Delaware),
Xxxxx Xxxx Center, Xxxxx 000, Xxxxxx, Xxxxxxxx, 00000, Attention: Bond
Administration. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to them in the Agreement or in the Spread
Account Agreement. This Certificate is one of a Series of Certificates entitled
"First USA Credit Card Master Trust CIA Certificates, Series 1996-7" (the "CIA
Certificates"), each of which represents a fractional undivided interest in the
Trust, and is issued under and is subject to the terms, provisions and
conditions of the Agreement and the Spread Account Agreement, to which Agreement
and Spread Account Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this CIA Certificate and terms specified in the Agreement or the Spread
Account Agreement, the terms of the Agreement and the Spread Account Agreement
shall govern.
The Transferor has structured the Agreement, the CIA Certificates, the
First USA Credit Card Master Trust Class A Floating Rate Asset Backed
Certificates, Series 1996-7 (the "Class A Certificates") and the First USA
Credit Card Master Trust Class B Floating Rate Asset Backed Certificates, Series
1996-7 (the "Class B Certificates") with the intention that the CIA
Certificates, the Class A Certificates and Class B Certificates will qualify
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under applicable tax law as indebtedness, and the Transferor and each holder of
a CIA Certificate (a "CIA Certificateholder") or any interest therein, by
acceptance of its CIA Certificate or any interest therein, agrees to treat the
CIA Certificates for purposes of federal, state, local and foreign income or
franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
The Trust's assets are allocated in part to the holders of the Class A
Certificates, the holders of the Class B Certificates and the holders of the CIA
Certificates (such holders together the "Investor Certificateholders") with the
remainder allocated to holders of other Series of Certificates issued by the
Trust and outstanding from time to time and to the Transferor. In addition to
the Class A Certificates, the Class B Certificates and the CIA Certificates, the
Exchangeable Transferor Certificate will be reissued pursuant to the Agreement
and will represent the Transferor's interest in the Trust. The reissued
Exchangeable Transferor Certificate will represent the interest in the Principal
Receivables not represented by the Class A Certificates, the Class B
Certificates and the CIA Certificates (together the "Investor Certificates") or
any other Series of Certificates. The Exchangeable Transferor Certificate may be
exchanged by the Transferor pursuant to the Agreement for one or more Series of
Certificates and a reissued Exchangeable Transferor Certificate upon the
conditions set forth in the Agreement. In addition, to the extent permitted for
any Series of Certificates by the related Supplement, the Certificateholders of
such Series may tender their Certificates and the Transferor may tender the
Exchangeable Transferor Certificate in exchange for one or more Series of
Certificates and a reissued Exchangeable Transferor Certificate.
The CIA Initial Invested Amount is $55,290,000. The CIA Invested
Amount for any monthly Distribution Date will be an amount equal to (i) CIA
Initial Invested Amount, minus (ii) the aggregate amount of principal payments
-----
made to the CIA Certificateholders prior to such Distribution Date, minus (iii)
-----
the aggregate amount of CIA Investor Charge-Offs for all prior Distribution
Dates allocated to the CIA Certificates, minus (iv) the aggregate amount of
-----
Reallocated Principal Collections for all prior Distribution Dates which have
been used to fund the Class A Required Amount or the Class B Required Amount
allocated to the CIA Certificates, minus (v) an amount
-----
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equal to the aggregate amount by which the CIA Invested Amount has been reduced
to fund the Class A Investor Default Amount and the Class B Investor Default
Amount on all prior Distribution Dates as described in the Agreement and
allocated to the CIA Certificates and plus (vi) the aggregate amount of Excess
----
Finance Charge Collections and certain other amounts allocated and available for
purposes of reimbursing amounts deducted pursuant to the foregoing clauses (ii),
(iii) and (iv); provided, however, that the CIA Invested Amount may not be
-------- -------
reduced below zero.
The CIA Certificates will bear interest at the rate of ______% per
annum from December 11, 1996 through January 9, 1997, and for each Interest
Period thereafter, the CIA Certificates will bear interest at a per annum rate
of ____% in excess of LIBOR as determined by the Trustee on the related LIBOR
Determination Date (each such rate as in effect from time to time, the "CIA
Certificate Rate"). Interest will be distributed to the extent of available
funds on January 10, 1997, and on the tenth day of each month thereafter, or if
such day is not a Business Day, the next succeeding Business Day until the
earlier of the day on which the CIA Invested Amount is paid in full and the
Series Termination Date (each such date a "Distribution Date"), in an amount
equal to the product of (a) the actual number of days in the related Interest
Period divided by 360, (b) the CIA Certificate Rate and (c) the CIA Invested
Amount on the last day of the Monthly Period immediately preceding such
Distribution Date. Interest for a Distribution Date will accrue from and
including the previous Distribution Date (or in the case of the first
Distribution Date, from and including the Closing Date), to, and including, the
day immediately preceding the current Distribution Date. Interest payments will
be made on January 10, 1997 and on each Distribution Date thereafter until the
Series 1996-7 Termination Date. Interest will be payable monthly on each
Distribution Date to the CIA Certificateholders of record as of the related
Record Date in accordance with the provisions of the Spread Account Agreement.
The Record Date with respect to any Distribution Date shall be the last day of
the calendar month preceding such Distribution Date.
The Servicer will establish and maintain a "Spread Account" with The
Bank of New York, as collateral agent (the "Collateral Agent") or a Qualified
Institution which at all times has a short-term rating of "P-1" by
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Xxxxx'x and "A-1" by Standard & Poor's for the benefit of the CIA
Certificateholders and First USA Bank as holder of the Exchangeable Transferor
Certificate, pursuant to the Spread Account Agreement. Amounts on deposit in the
Spread Account will be used to fund shortfalls in amounts available to fund the
CIA Required Amount and to make payments to the CIA Certificateholders,
following payment in full of the Class A Invested Amount and the Class B
Invested Amount, of the Repayment Amount as provided in the Spread Account
Agreement. Under certain circumstances described in the Spread Account
Agreement, the Spread Account will be funded by Excess Finance Charge
Collections and in certain circumstances such amounts may be released from the
Spread Account. On the date on which all amounts due to the Certificateholders
have been paid in full, all amounts, if any, then remaining in the Spread
Account shall be distributed to the holder of the Exchangeable Transferor
Certificate or the spread replacement amount providers, as appropriate.
On each Distribution Date the CIA Invested Amount will be reduced by
the amount of Reallocated CIA Principal Collections and by the amount of
Reallocated Class B Principal Collections for such Distribution Date. In the
event that such reduction would cause the CIA Invested Amount to be a negative
number, the CIA Invested Amount will be reduced to zero and the Class B Invested
Amount will be reduced by the amount by which the CIA Invested Amount would have
been reduced below zero. In the event that the reallocation of Collections of
Principal Receivables would cause the Class B Invested Amount to be a negative
number on any Distribution Date, Collections of Principal Receivables will be
reallocated on such Distribution Date in an aggregate amount equal to the
amount which would cause the Class B Invested Amount to be reduced to zero.
The Bank, as Servicer, is entitled to receive as servicing
compensation a monthly servicing fee in an amount equal to, with respect to each
Series, one-twelfth of the product of the applicable Servicing Fee Percentage
and the Invested Amount for such Series with respect to the related Monthly
Period. The share of the Servicing Fee for each Monthly Period allocable to the
CIA Certificates shall be equal to one-twelfth of the product of the Series
Servicing Fee Percentage and the CIA Adjusted In-
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vested Amount on the last day of the preceding Monthly Period (the "CIA Monthly
Servicing Fee").
As described in the Agreement, Collections of Principal Receivables
with respect to any Monthly Period will be allocated on the related
Determination Date on the basis of the aggregate Investor Percentage of all
Series and the Transferor Percentage with respect to the Principal Receivables.
Such allocation will be performed both during the Revolving Period and any
Amortization Period. Throughout the existence of the Trust, the Servicer will
allocate to the Transferor, as holder of the Exchangeable Transferor
Certificate, an amount equal to the Transferor Percentage of the aggregate
amount of Collections of Finance Charge Receivables and Principal Receivables
for each Monthly Period. During the Revolving Period relating to the Investor
Certificates, the Class B Floating Allocation Percentage of Collections of
Principal Receivables and the CIA Floating Allocation Percentage of Collections
of Principal Receivables will be applied first as Reallocated Principal
Collections, to the extent required, and any remaining amounts together with the
Class A Floating Allocation Percentage of Principal Receivables will be
distributed first to the certificateholders of other Series to the extent of the
amount of Principal Shortfalls, if any, and then to the Transferor in an amount
not to exceed the amount of the Transferor Interest.
Unless a Pay Out Event has occurred, the Accumulation Period will
begin at the close of business on the last day of the Revolving Period and will
end on the earlier of (i) the commencement of the Rapid Amortization Period,
(ii) payment of the Invested Amount in full and (iii) the Series Termination
Date. On each Transfer Date following the commencement of the Accumulation
Period, prior to the earlier of the payment of the Class A Invested Amount in
full and the commencement of the Rapid Amortization Period, the Trustee will
deposit in the Principal Funding Account an amount equal to the least of (a)
Available Investor Principal Collections with respect to the preceding Monthly
Period, (b) the applicable Controlled Deposit Amount and (c) the Class A
Adjusted Invested Amount prior to any such deposit on such day. Amounts in the
Principal Funding Account will be paid to the Class A Certificateholders on the
Class A Scheduled Payment Date. After the full amount of the Class A Invested
Amount has been deposited in the Principal Funding
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Account and beginning with the Transfer Date related to the Class B Principal
Commencement Date, prior to the commencement of the Rapid Amortization Period,
the Trustee will deposit in the Principal Funding Account an amount equal to the
least of (a) the Available Investor Principal Collections with respect to the
preceding Monthly Period remaining after application thereof to the Class A
Invested Amount, (b) the applicable Controlled Deposit Amount (minus the Class A
Monthly Principal with respect to such Transfer Date) and (c) the Class B
Adjusted Invested Amount prior to any such deposit on such day. After payment in
full of the Class A Invested Amount, amounts in the Principal Funding Account
will be paid to the Class B Certificateholders on the Class B Scheduled Payment
Date. After the full amount of the sum of the Class A Invested Amount and the
Class B Invested Amount has been deposited in the Principal Funding Account,
prior to the commencement of the Rapid Amortization Period, the Trustee will
deposit in the Principal Funding Account an amount equal to the least of (a) the
Available Investor Principal Collections with respect to the preceding Monthly
Period remaining after application thereof to the Class A Invested Amount and
the Class B Invested Amount, (b) the applicable Controlled Deposit Amount (minus
the Class A Monthly Principal and the Class B Monthly Principal with respect to
such Transfer Date) and (c) the CIA Adjusted Invested Amount prior to any such
deposit on such day. After payment in full of the Class A Invested Amount and
the Class B Invested Amount, amounts in the Principal Funding Account will be
paid to the CIA Certificateholders on the CIA Scheduled Payment Date. Principal
on the CIA Certificates is scheduled to be distributed on the February 2000
Distribution Date. During the Accumulation Period, the portion of Available
Investor Principal Collections not applied to Class A Monthly Principal, Class B
Monthly Principal or CIA Monthly Principal on a Transfer Date will generally be
treated as Excess Principal Collections.
Upon written notice to the Trustee, the Servicer may elect to postpone
the commencement of the Accumulation Period, and extend the length of the
Revolving Period, subject to certain conditions as set forth in the Agreement.
The Servicer may make such election only if the Accumulation Period Length is
less than twelve months. On each Determination Date until the Accumulation
Period begins, the Servicer will determine the "Accumulation Period Length,"
which is the number of months expected to be
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required to fully fund the Principal Funding Account no later than the Class A
Scheduled Payment Date, based on (a) the expected monthly Collections of
Principal Receivables expected to be distributable to the Certificateholders
of all Series (excluding certain other Series, as set forth in the Agreement),
assuming a principal payment rate no greater than the lowest monthly principal
payment rate on the Receivables for the preceding twelve months and (b) the
amount of principal expected to be distributable to certificateholders of Series
(which may exclude certain other Series) which are not expected to be in their
revolving periods during the Accumulation Period. If the Accumulation Period
Length is less than twelve months, the Servicer may, at its option, postpone the
commencement of the Accumulation Period such that the number of months included
in the Accumulation Period will be equal to or exceed the Accumulation Period
Length. The length of the Accumulation Period shall not be less than one month.
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 February 2000 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.
On the February 2000 Distribution Date if the Class A Invested Amount
is paid in full, Available Investor Principal Collections and Excess Principal
Collections allocable to Series 1996-7 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 1996-7 are
insufficient to pay in full the Class B Invested Amount on the February 2000
Distribution Date, the Rapid Amortization Period will commence.
On the February 2000 Distribution Date if the Class A Invested Amount
and the Class B Invested Amount each is paid in full, Available Investor
Principal Col-
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lections and Excess Principal Collections allocable to Series 1996-7 remaining
after payment in full of the Class A Invested Amount and the Class B Invested
Amount will be used to pay the CIA Invested Amount until the earlier of the date
on which the CIA Invested Amount is paid in full and the Series Termination
Date, as described in the Agreement.
If, for any Monthly Period, the Available Investor Principal
Collections for such Monthly Period exceed the applicable Controlled Deposit
Amount, any such excess will be treated as Excess Principal Collections and
allocated to the holders of other Series issued and outstanding or, subject to
certain limitations described in the Agreement, paid to the holder of the
Exchangeable Transferor Certificate. If, for any Monthly Period, the Available
Investor Principal Collections for such Monthly Period and Excess Principal
Collections allocable to Series 1996-7 are less than the applicable Controlled
Deposit Amount, the amount of such deficiency will be the applicable
"Accumulation Shortfall" for the succeeding Monthly Period.
If a Pay Out Event occurs during the Accumulation Period, the Rapid
Amortization Period will commence and any amount on deposit in the Principal
Funding Account will be distributed to the Certificateholders of each Class of
Certificates, sequentially, in order of seniority, on the Distribution Date
following the Monthly Period in which the Rapid Amortization Period commences.
During the period beginning on the earlier of the day on which a Pay
Out Event occurs and the Class A Scheduled Payment Date if the Invested Amount
is not paid in full on such date, and ending on the earlier of (i) the date on
which the Class A Invested Amount, the Class B Invested Amount and the CIA
Invested Amount have been paid in full and (ii) the Series Termination Date (the
"Rapid Amortization Period"), Collections of Principal Receivables allocated to
the Invested Amount will no longer be paid to the holder of the Exchangeable
Transferor Certificate or to the holders of the certificates of any other Series
or, if the Accumulation Period has commenced, deposited in the Principal Funding
Account, but instead will be distributed to the Class A Certificateholders and,
following payment in full of the Class A Invested Amount, to the Class B
Certificateholders, and, following payment
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in full of the Class B Invested Amount, to the CIA Certificateholders, monthly
on each Distribution Date beginning with the Distribution Date in the month
following the commencement of the Rapid Amortization Period.
Principal payments on the CIA Certificates will be, during the
Accumulation Period, funded by deposits to the Principal Funding Account or,
during the Rapid Amortization Period, made monthly, and will commence on the
date (the "CIA Principal Commencement Date") which is (a) with respect to the
Accumulation Period, the first Distribution Date on which an amount equal to the
sum of the Class A Invested Amount and the Class B Invested Amount has been
deposited in the Principal Funding Account and allocated to the Class A
Certificates and the Class B Certificates or (b) with respect to the Rapid
Amortization Period, the Distribution Date on which the Class A Invested Amount
and the Class B Invested Amount have each been paid in full or, if there are no
Principal Receivables allocable to the Investor Certificates remaining after
payments have been made to the Class A Certificates and the Class B Certificates
on such Distribution Date, the Distribution Date following the Distribution Date
on which the Class A Invested Amount and the Class B Invested Amount have each
been paid in full. After payment in full of the Class A Invested Amount and the
Class B Invested Amount, amounts deposited in the Principal Funding Account for
the benefit of the CIA Certificates will be paid to the CIA Certificateholders
on the February 2000 Distribution Date and on each Distribution Date during the
Rapid Amortization Period beginning with the CIA Principal Commencement Date,
and thereafter until the payment in full of the CIA Invested Amount or the
termination of the Trust, the Percentage Allocation of all Collections of
Principal Receivables and certain other amounts for the preceding Monthly
Period remaining after payment in full of the Class A Invested Amount and the
Class B Invested Amount will be distributed to the CIA Certificateholders.
Subject to the Agreement, payments of principal are limited to the
unpaid CIA Invested Amount of the CIA Certificates, which may be less than the
unpaid balance of the CIA Certificates pursuant to the terms of the Agreement
and the CIA Investor Principal Balance pursuant to the Spread Account Agreement.
All principal of and interest on the CIA Certificates is due and payable no
later than October 10, 2002 (or if such day is not a Business
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Day, the next succeeding Business Day) (the "Series Termination Date"). After
the Series Termination Date, neither the Trust nor the Transferor will have any
further obligation to distribute principal or interest on the CIA Certificates.
In the event that the Invested Amount is greater than zero on the Series
Termination Date, the Trustee will sell or cause to be sold, to the extent
necessary, an amount of interests in the Receivables or certain of the
Receivables up to 110% of the sum of the Class A Invested Amount, the Class B
Invested Amount and the CIA Invested Amount at the close of business on such
date (but not more than the total amount of Receivables allocable to the
Investor Certificates), and shall pay the proceeds to the Class A
Certificateholders pro rata then to the Class B Certificateholders pro rata and
then to the CIA Certificateholders in final payment of the Investor
Certificates.
The transfer of this Certificate shall be registered in the
Certificate Register upon surrender of this Certificate for registration of
transfer at any office or agency maintained by the Transfer Agent and Registrar
accompanied by a written instrument of transfer in a form satisfactory to the
Trustee and the Transfer Agent and Registrar duly executed by the
Certificateholder or such Certificateholder's attorney duly authorized in
writing, and thereupon one or more new CIA Certificates of authorized
denominations and for the same aggregate Undivided Interests will be issued to
the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations
therein set forth, CIA Certificates are exchangeable for new CIA Certificates
evidencing like aggregate Undivided Interests, as requested by the CIA
Certificateholder surrendering such CIA Certificates. No service charge may be
imposed for any such exchange but the Transferor, Servicer, or Transfer Agent
and Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
The Transferor, the Servicer, the Trustee, the Paying Agent and the
Transfer Agent and Registrar, and any agent of any of them, may treat the person
in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Transferor, the Servicer, the
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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
--------
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 1996-7 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 1996-7 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 CIA Certificateholder.
The holder of this Certificate by its acceptance hereof agrees that
(i) it will not institute or join against the Trust and (ii) it will not, in its
capacity as a Certificateholder, institute or join against the Transferor any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding
or other proceeding under any federal or state bankruptcy or similar law, for
one year and a day after the payment in full of the last
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outstanding investor certificate issued by the First USA Credit Card Master
Trust; provided, that the foregoing shall not limit the right of the holder of
--------
this Certificate to file any claim in or otherwise take any action with respect
to any such bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding that was instituted by any person other than a CIA Certificateholder.
The holder hereof by its acceptance of this Certificate further agrees
that it will report its interest in the CIA Investor Principal Balance, with
respect to all taxes, in a manner consistent with the intended characterization
referred to in Section 3.07 of the Agreement.
Neither this Certificate nor any interest herein may be sold conveyed,
assigned, hypothecated, pledged, participated, or otherwise transferred, except
in accordance with the Agreement, and any such transfer will be permitted only
if it consists of a pro rata percentage interest in all payments made with
respect to this Certificate. No transfers of partial interests in this
Certificate shall be permitted.
Neither this Certificate nor any interest herein may be transferred to
any person, unless the transferee shall have executed and delivered the
certifications required by the Agreement and each of the Transferor and the
Servicer shall have granted its prior consent thereto. Such consent shall be
granted unless the Transferor determines in its sole and absolute discretion
that the proposed transfer would create a risk that the Trust would be
classified for federal or any applicable state tax purposes as an association or
publicly traded partnership taxable as a corporation. Notwithstanding the
foregoing, any attempted transfer of this Certificate or an interest herein that
would cause the aggregate number of (i) holders of a right to receive interest
or principal with respect to the CIA Certificates (or other interests in the
Trust), other than certificates (or other such interests) with respect to which
an opinion is rendered that such certificates (or other such interests) will be
treated as debt for federal income tax purposes, and (ii) any holders of a right
to receive any amount in respect of the Transferor Interest, to exceed ninety
nine shall be void.
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The holder of this Certificate or any interest therein hereby
certifies that it is either (A)(i) a citizen or resident of the United States,
(ii) a corporation, partnership or other entity organized in or under the laws
of the United States or any political subdivision thereof which, if a tax-exempt
entity, recognizes that payments with respect to this Certificate may constitute
unrelated business taxable income or (iii) a person not described in (i) or (ii)
whose ownership of this Certificate is effectively connected with the conduct of
a trade or business within the United States (within the meaning of the Code)
and whose ownership of any interest in this Certificate will not result in any
withholding obligation with respect to any payments with respect to this
Certificate by any person (other than withholding, if any, under Section 1446 of
the Code), or (B) an estate or trust the income of which is includible in gross
income for United States federal income tax purposes. If the holder hereof is
(a) a person described in clause (A)(i) or (A)(ii) above, it has furnished to
the Servicer and the Trustee, a properly executed United States Internal Revenue
Service Form W-9 and agrees to furnish a new Form W-9, or any successor
applicable form, upon the expiration or obsolescence of any previously delivered
form or (b) a person described in clause (A)(iii) above, it has furnished to the
Servicer and the Trustee, a properly executed United States Internal Revenue
Service Form 4224 and agrees to furnish a new Form 4224, or any successor
applicable form, upon the expiration or obsolescence of any previously delivered
form, and comparable statements in accordance with applicable United States
laws.
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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 11th day of December, 1996.
FIRST USA BANK
By:____________________________________
Name: W. Xxxx Xxxxxxxx
Title: Vice President
CERTIFICATE OF AUTHENTICATION
This is one of the CIA Certificates referred to in the within-
mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
as Authenticating Agent
Date: December 11, 1996
By:_______________________________
Name:
Title:
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EXHIBIT D
MONTHLY ALLOCATIONS AND PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
FIRST USA BANK
___________________________________________
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1996-7
___________________________________________
Monthly Period: to
Distribution Date:
Transfer Date:
The undersigned, a duly authorized representative of First USA Bank (the "Bank")
as Servicer, pursuant to the Pooling and Servicing Agreement dated as of
September 1, 1992 (the "Pooling and Servicing Agreement") and the Series 1996-7
Supplement dated December 11, 1996 (the "Supplement") by and between the Bank
and The Bank of New York (Delaware), as Trustee (the "Trustee"), does hereby
certify as follows:
I Capitalized terms used in this Certificate have their respective
meanings set forth in the Pooling and Servicing Agreement;
provided, that the preceding "Monthly Period" shall mean the
Monthly Period immediately preceding the calendar month in which
this Certificate is delivered. References herein to certain
sections and subsections are references to the respective
sections and subsections of the Pooling and Servicing Agreement.
This Certificate is delivered pursuant to Section 4.09 of the
Pooling and Servicing Agreement.
II The Bank is Servicer under the Pooling and Servicing Agreement.
III The undersigned is a Servicing Officer.
IV The date of this notice is a Determination Date under the Pooling
and Servicing Agreement.
I. INSTRUCTION TO MAKE A WITHDRAWAL.
---------------------------------
Pursuant to Section 4.09, the Servicer does hereby instruct the Trustee (i)
to make a withdrawal from the Finance Charge Account on the above
referenced Transfer Date under the Pooling and Servicing Agreement, in an
aggregate amount as set forth below in respect of the following amounts and
(ii) to apply the proceeds of such withdrawal in accordance with Section
4.05:
1. A. Class A Finance Charge Allocations
Principal Funding Investment Proceeds N/A
Reserve Account Withdrawals N/A
----------------------
Total Class A Available Funds
B. Pursuant to subsections 4.09(a)(i):
-----------------------------------
1. Interest to be paid to Certificateholders
at the Certificate Rate for the Interest
Period on the Invested Amount
(Actual/360)
Class A
2. Overdue Interest
3. Default Interest
C. Pursuant to subsection 4.09(a)(ii):
------------------------------------
Class A Monthly Servicing Fee for the
preceding Monthly Period if First USA
Bank is no longer Servicer
D. Pursuant to subsection 4.09(a)(iii):
------------------------------------
Class A Investor Default Amount for the
preceding Monthly Period ______________________
E. Pursuant to subsection 4.09(a)(iv):
-----------------------------------
Amount constituting Excess Finance
Charge Collections to be distributed
per subsection 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
2. Overdue Interest
3. Default Interest
C. Pursuant to subsection 4.09(b)(ii):
------------------------------------
Class B Monthly Servicing Fee for the
preceding Monthly Period if First USA
Bank is no longer Servicer ______________
D. Pursuant to subsection 4.09(b)(iii):
------------------------------------
Amount constituting Excess Finance Charge
Collections distributed per subsection 4.13
==============
3. A. CIA Finance Charge Allocations
Principal Funding Investment Proceeds N/A
Reserve Account Withdrawals N/A
--------------
Total CIA Available Funds
B. Pursuant to subsection 4.09(c)(i):
-----------------------------------
CIA Monthly Servicing Fee for the
preceding Monthly Period if First USA
Bank is no longer Servicer ______________
C. Pursuant to subsections 4.09(c)(ii):
------------------------------------
Amount constituting Excess Finance Charge
Collections to be distributed per subsection
4.13 ==============
4. A. Pursuant to subsections 4.09(a)(iv), 4.09(b)(iii),4.09(c)(ii) and
-----------------------------------------------------------------
4.17(e):
--------
Amount constituting Excess Finance Charge
Collections to be distributed per subsection 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,
pursuant to the provisions of Section 4.09,
in the following priority:
A. Pursuant to subsection 4.13(a):
-------------------------------
The Class A Required Amount applied in accordance
with subsection 4.09(a)
B. Pursuant to subsection 4.13(b):
-------------------------------
Amount of Class A Investor Charge-Offs
not previously reimbursed
C. Pursuant to subsection 4.13(c):
-------------------------------
Amount equal to unpaid Class B Monthly Interest Due
on the Class B Outstanding Principal Balance
D. Pursuant to subsection 4.13(d):
-------------------------------
Class B Investor Default Amount for the preceding
Monthly Period
E. Pursuant to subsection 4.13(e):
-------------------------------
Reimbursement of Class B Invested Amount which has
been reduced for reasons other than principal payments
F. Pursuant to subsection 4.13 (f):
--------------------------------
1. CIA Monthly Interest for the preceding
Interest Period on the Invested
Amount (Actual/360)
2. Overdue Interest
3. CIA Default Interest
G. Pursuant to subsection 4.13 (g):
--------------------------------
1. Unpaid Investor Monthly Servicing Fee for the preceding
Monthly Period to be paid to First USA Bank
H. Pursuant to subsection 4.13 (h):
--------------------------------
CIA Investor Default Amount for the preceding
Monthly Period
I. Pursuant to subsection 4.13 (i):
--------------------------------
Reimbursement of CIA Invested Amount which has
been reduced for reasons other than principal payments
J. Pursuant to subsection 4.13 (j):
--------------------------------
The excess, if any, of the Required Reserve Account Amount
over Available Reserve Account Amount to be funded to the
Reserve Account
K. Pursuant to subsection 4.13 (k):
--------------------------------
Remaining amount to be applied pursuant to
the Spread Account Agreement _________________
Total (Excess F/C Collections from 4(A) above)
=================
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 Default Amount
(during Accumulation Period)
Class A Charge-Offs Amount
(during Accumulation Period) __________________
Total Class A Monthly Principal
2. Class B Principal Collections
Class B Default Amount
(during Accumulation Period)
Class B Charge-Offs Amount
(during Accumulation Period) __________________
Total Class B Monthly Principal
3. CIA Principal Collections
CIA Investor Default Amt
(during Accumulation Period)
CIA Investor Charge-Offs Amt
(during Accumulation) __________________
Total CIA Monthly Principal
4. Excess Principal Collections (other series) __________________
Total Principal Collections
==================
B. Allocation of Principal Collections
-----------------------------------
1. Amount of CIA Principal Reallocated to F/C Account
2. Amount of Class B Principal Reallocated to F/C Account
3. Amount of Investor Principal Collections to other Series
4. Payment of principal to Class A Certificateholders
5. Payment of principal to Class B Certificateholders
6. Payment of principal to CIA Certificateholders
7. Payment of principal to Principal Funding Account
8. Amount returned to Bank __________________
Total Principal Allocations
==================
(1) Investor Monthly Servicing Fee paid to First USA Bank
(2) Total Default Amounts paid to First USA Bank
(3) Excess Spread paid to Spread Account, then to First USA Bank
(a) Interest on Spread Account Balance
(4) Monthly Principal Collections to First USA Bank __________________
Total to First USA Bank
(5) Deposit to Spread Account (Excess Spread if not funded by
Spread Replacement Amount from Spread Account Replacement Facility)
(6) Deposit to Reserve Account
(7) Interest payment to Class A Certificateholders (DTC)
(8) Interest payment to Class B Certificateholders (DTC)
(9) Interest payment to CIA Certificateholders
(10) Certificate Principal to Principal Funding Account
(11) Principal to Certificateholders (DTC)
(12) Investor Principal Collections to other Series
(13) Monthly Principal Payment to CIA Certificateholders
(14) Excess Spread paid to and retained in Spread Account __________________
Total Disbursements
==================
Total Class A, B and C funds to be allocated
==================
______________________
Account to satisfy Cap Amount (funded by Spread Account Replacement
Facility)
EXHIBIT E
MONTHLY CERTIFICATEHOLDERS' STATEMENT
FIRST USA BANK
___________________________________________
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1996-7
___________________________________________
Monthly Period: to
Distribution Date:
Transfer Date:
Under Section 5.02 of the Pooling and Servicing Agreement dated as of September
1, 1992 (the "Pooling and Servicing Agreement") by and between First USA Bank
(the "Bank") and The Bank of New York (Delaware), as trustee (the "Trustee") the
Bank, as Servicer, is required to prepare certain information each month
regarding current distributions to Certificateholders and the performance of the
First USA Credit Card Master Trust (the "Trust") during the previous month. The
information which is required to be prepared with respect to the Distribution
Date noted above and with respect to the performance of the Trust during the
month noted above is set forth below. Certain information is presented on the
basis of an original principal amount of $_____ per Series 1996-7 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
$____ original certificate principal amount
Class A
Class B
CIA Inv. Amt.________________________
Total (weighted avg.)
B. The amount of the distribution
in respect of interest on
the Certificates, per $____ original
certificate principal amount
Class A
Class B
CIA Inv. Amt. __________________
Total (weighted avg.)
C. The amount of the distribution
in respect of principal on the Certificates, per
$____ original certificate principal amount
Class A
Class B
CIA Inv. Amt. __________________
Total
==================
2. Information Regarding the Performance of the Trust.
---------------------------------------------------
A. Allocation of Principal Receivables.
------------------------------------
The aggregate amount of Allocations of Principal
Receivables processed during the Monthly Period
which were allocated in respect of the Certificates
Class A
Class B
CIA Inv. Amt. __________________
Total
==================
B. Allocation of Finance Charge Receivables.
-----------------------------------------
(a) The aggregate amount of Allocations of Finance
Charge Receivables processed during the Monthly
Period which were allocated in respect of the
Certificates
Class A
Class B
CIA Inv. Amt. __________________
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
==================
C. Principal Receivables / Investor Percentages
--------------------------------------------
(a) The aggregate amount of Principal Receivables in
the Trust as of the last day of the Monthly Period
(b) Invested Amount as of the last day of the preceding
month (Adjusted Class A Invested Amount during
Accumulation Period)
Class A
Class B
CIA Inv. Amt. ____________________
Total
(c) The Floating Allocation Percentage: The Invested
Amount set forth in paragraph 2.C.(b) above as a
percentage of the aggregate amount of Principal
Receivables set forth in paragraph 2.C.(a) above
Class A
Class B
CIA Inv. Amt. _____________________
Total
(d) During the Amortization Period: The Invested
Amount as of January 31, 1999 (the last day
of the Revolving Period)
Class A N/A
Class B N/A
CIA Inv. Amt. N/A
------------------
Total N/A
(e) The Fixed/Floating Allocation Percentage: The Invested
Amount set forth in paragraph 2.C.(d) above as a
percentage of the aggregate amount of Principal
Receivables set forth in paragraph 2.C.(a) above
Class A N/A
Class B N/A
CIA Inv. Amt. N/A
------------------
Total N/A
D. Delinquent Balances.
--------------------
The aggregate amount of outstanding balances in the
Accounts which were delinquent as of the end of the day
on the last day of the Monthly Period
(a) 35 - 64 days
(b) 65 - 94 days
(c) 95 - 124 days
(d) 125 - 154 days
(e) 155 - 184 days
(f) 185 or more days __________________
Total
==================
E. Monthly Investor Default Amount.
--------------------------------
(a) The aggregate amount of all defaulted Principal
Receivables written off as uncollectible during the
Monthly Period allocable to the Invested
Amount (the aggregate "Investor Default
Amount")
Class A
Class B
CIA Inv. Amt. __________________
Total
==================
F. Investor Charge-Offs & Reimbursements of Charge-Offs.
-----------------------------------------------------
(a) The aggregate amount of Class A Investor Charge-
Offs and the reductions in the Class B Invested
Amount and the CIA Invested Amount
Class A
Class B
CIA Inv. Amt. __________________
Total
==================
(b) The amounts set forth in paragraph 2.F.(a) above, per
$____ original certificate principal amount (which
will have the effect of reducing, pro rata, the
amount of each Certificateholder's investment)
Class A
Class B
CIA Inv. Amt. __________________
Total
==================
(c) The aggregate amount of Class A Investor Charge-
Offs reimbursed and the reimbursement of
reductions in the Class B Invested Amount and the
CIA Invested Amount
Class A
Class B
CIA Inv. Amt. __________________
Total
==================
(d) The amount set forth in paragraph 2.C.(c) above, per
$_____ interest (which will have the effect of
increasing, pro rata, the amount of each
Certificateholder's investment)
Class A
Class B
CIA Inv. Amt. __________________
Total
==================
G. Investor Servicing Fee.
-----------------------
(a) The amount of the Investor Monthly Servicing Fee
payable by the Trust to the Servicer for the
Monthly Period
Class A
Class B
CIA Inv. Amt. __________________
Total
==================
H. Reallocated Principal Collections
---------------------------------
The amount of Reallocated CIA and Class B
Principal Collections applied in respect of Interest
Shortfalls, Investor Default Amounts or Investor
Charge-Offs for the prior month.
Class B
CIA Inv. Amt. __________________
Total
==================
I. CIA Invested Amount
-------------------
The amount of the CIA Invested Amount as of the
close of business on the related Distribution Date after
giving effect to withdrawals, deposits and payments to
be made in respect of the preceding month
J. The Pool Factor.
----------------
The Pool Factor (which represents the ratio of the amount of the
Investor Interest on the last day of the Monthly Period to the amount
of the Investor Interest as of the Closing Date). The amount of a
Certificateholder's pro rata share of the Investor Participation
Amount can be determined by multiplying the original denomination of
the holder's Certificate by the Pool Factor
Class A
Class B __________________
Total (weighted avg.)
K. The Portfolio Yield
-------------------
The Portfolio Yield for the related Monthly Period
L. The Base Rate
-------------
The Base Rate for the related Monthly Period
3. Information Regarding the Principal Funding Account
---------------------------------------------------
A. Accumulation Period
-------------------
(a) Accumulation Period commencement date
(b) Accumulation Period length (months)
(c) Accumulation Period Factor
(d) Required Accumulation Factor Number
(e) Controlled Accumulation Amount
(f) Minimum Payment Rate (last 12 months)
B. Principal Funding Account
-------------------------
Beginning Balance
Plus: Principal Collections for Related Monthly Period from
Principal Account
Plus: Interest on Principal Funding Account Balance for
Related Monthly Period N/A
Less: Withdrawals to Finance Charge Account N/A
Less: Withdrawals to Distribution Account ---------------------
Ending Balance
C. Accumulation Shortfall
----------------------
The Controlled Deposit Amount for the previous
Monthly Period N/A
Less: The amount deposited into the
Principal Funding Account for the
Previous Monthly Period N/A
---------------------
Accumulation Shortfall N/A
=====================
Aggregate Accumulation Shortfalls N/A
=====================
D. Principal Funding Investment Shortfall
--------------------------------------
Covered Amount N/A
Less: Principal Funding Investment
Proceeds N/A
---------------------
Principal Funding Investment Shortfall N/A
4. Information Regarding the Reserve Account
A. Required Reserve Account Analysis
(a) Required Reserve Account Amount percentage
(0.5% of Class A Invested Amount or other amount
designated by Transferor)
(b) Required Reserve Account Amount ($)
(c) Required Reserve Account Balance after effect of
any transfers on the Related Transfer Date
(d) Reserve Draw Amount transferred to the Finance
Charge Account on the Related Transfer Date
B. Reserve Account Investment Proceeds
-----------------------------------
Reserve Account Investment Proceeds transferred to the
Finance Charge Account on the Related Transfer Date N/A
C. Withdrawals from the Reserve Account
------------------------------------
Total Withdrawals from the Reserve Account transferred
to the Finance Charge Account on the Related Transfer
Date (7.A.(d) plus 4.B. above) N/A
D. The Portfolio Adjusted Yield
----------------------------
The Portfolio Adjusted Yield for the related Mthly
Period
EXHIBIT F-1
FORM OF CLASS [A/B] INTEREST COUPON
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
THIS COUPON IS NOT AN INTEREST IN OR OBLIGATION OF FIRST USA BANK OR ANY
AFFILIATE THEREOF.
No._______________
On the 19 Distribution Date, the Holder shall be
paid (subject to the terms and conditions of the Class [A/B] Bearer
Certificate, Series 1996-7, First USA Credit Card Master Trust to which this
coupon appertains, which shall be binding on the Holder of this Coupon whether
or not attached to such Class [A/B] Bearer Certificate and subject to the terms
and conditions of the Agreement referred to in the Certificate), upon surrender
hereof, the amount of interest then payable on its Class [A/B] Bearer
Certificate, the number of which appears on this Coupon. Payment of this Coupon
will be made in U.S. dollars only upon presentation of this Coupon at the office
of any paying agent outside the United States and its possessions as may be
appointed from time to time pursuant to such Agreement. Such payment will be
made at the option of the holder hereof and subject to any applicable laws and
regulations, by a United States dollar check drawn on a bank in New York City,
or by transfer to a United States dollar account maintained by the holder with a
bank located outside the United States and its possessions. If such payment at
the offices of all paying agents outside the United States and its possessions
becomes illegal or is effectively precluded because of the imposition of
exchange controls or other similar restrictions on the payment or receipt of
such amounts in U.S. dollars, such payment will be made at the office of the
paying agent in New York City. Except as provided by the preceding sentence, no
demand for payment or payment on this Coupon may be made at any office of any
paying agent in the United States and its possessions nor will any payment be
mailed to an address or transferred to an account in the United States and its
possessions. The Transferor has initially appointed the paying agents
listed on the reverse side of this Coupon. (All capitalized terms used herein
shall have the meanings assigned such terms in the Pooling and Servicing
Agreement.)
FIRST USA BANK
By:________________________
Name:
Title:
LIST OF PAYING AGENTS
----------------------
PRINCIPAL PAYING AGENT
----------------------
Union Bank of Switzerland, London Branch
000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxx
XX0X 0XX
OTHER PAYING AGENT
------------------
Banque de Luxembourg
00 Xxxxxxxxx Xxxxx
0000 Xxxxxxxxxx
Xxxxx-Xxxxx xx Xxxxxxxxxx
EXHIBIT F-2
FORM OF CLASS [A/B] SPECIAL COUPON
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
THIS COUPON IS NOT AN INTEREST IN OR OBLIGATION OF FIRST USA BANK OR ANY
AFFILIATE THEREOF.
No.
Subject to the terms and conditions of the Class [A/B] Bearer
Certificate, Series 1996-7, First USA Credit Card Master Trust to which this
Coupon appertains, which shall be binding on the Holder of this Coupon whether
or not attached to such Certificate and subject to the terms and conditions of
the Pooling and Servicing Agreement referred to in the Certificate, upon
surrender of the Class [A/B] Bearer Certificate, the number of which appears on
this Coupon, all unmatured Coupons appertaining to such Bearer Certificate (or
in the case of any missing unmatured Coupons, cash in an amount equal to the
amount due under such missing unmatured Coupons) and this Special Coupon to the
Trustee or any paying agent (in each case, at its office outside the United
States and its possessions), the Holder shall be paid such Holder's pro rata
share of the amounts on deposit in the Principal Funding Account payable to the
Class [A/B] Certificateholders pursuant to subsection 4.09(h) of the Pooling and
Servicing Agreement, provided however that in the event that amounts on deposit
in the Principal Funding Account and the A/B Distribution Account are
insufficient to repay the Class [A/B] Investor Interest on the Class [A/B]
Scheduled Payment Date or on the first Distribution Date following the
occurrence of a Pay Out Event, the bearer hereof shall receive Monthly Payment
Coupons appertaining to the above-mentioned Bearer Certificate. Amounts paid in
respect of this Special Coupon will be paid in U.S. dollars, and Monthly Coupons
(if any) will be issued, in each case only upon presentation of this Special
Coupon at the office of any paying agent outside the United States and its
possessions as may be appointed from time to time pursuant to such Pooling and
Servicing Agreement. Such payment will
be made at the option of the holder hereof and subject to any applicable laws
and regulations, by a United States dollar check drawn on a bank in New York
City, or by transfer to a United States dollar account maintained by the holder
with a bank located outside the United States and its possessions. If such
payment at the offices of all paying agents outside the United States and its
possessions becomes illegal or is effectively precluded because of the
imposition of exchange controls or other similar restrictions on the payment or
receipt of such amounts in U.S. dollars, such payment will be made at the office
of the paying agent in New York City. Except as provided by the preceding
sentence, no demand for payment or payment on this Special Coupon may be made at
any office of any paying agent in the United States and its possessions nor will
any payment be mailed to an address or transferred to an account in the United
States and its possessions. The Transferor has initially appointed the paying
agents listed on the reverse side of this Coupon. (All capitalized terms used
herein shall have the meanings assigned such terms in the Pooling and Servicing
Agreement.)
FIRST USA BANK
By:________________________
Name:
Title:
LIST OF PAYING AGENTS
---------------------
PRINCIPAL PAYING AGENT
----------------------
Union Bank of Switzerland, London Branch
000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxx
XX0X 0XX
OTHER PAYING AGENT
------------------
Banque de Luxembourg
00 Xxxxxxxxx Xxxxx
0000 Xxxxxxxxxx
Xxxxx-Xxxxx xx Xxxxxxxxxx
EXHIBIT F-3
FORM OF MONTHLY PAYMENT COUPON
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
THIS COUPON IS NOT AN INTEREST IN OR OBLIGATION OF FIRST USA BANK OR ANY
AFFILIATE THEREOF.
IN THE EVENT THAT ON THE DISTRIBUTION DATE PRINTED BELOW THE INVESTED AMOUNT IS
ZERO (DETERMINED PRIOR TO GIVING EFFECT TO ANY PAYMENTS ON THIS COUPON), THEN,
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS COUPON, THIS COUPON SHALL
AUTOMATICALLY BECOME VOID AND SHALL CEASE TO REPRESENT AN INTEREST IN OR TO BE
AN OBLIGATION OF THE TRUST.
No.____________
On the 19 Distribution Date, the Holder of this Coupon shall
be paid (subject to the terms and conditions of the Class [A/B] Bearer
Certificate, Series 1996-7 First USA Credit Card Master Trust to which this
Coupon appertains, which shall be binding on the Holder of this Coupon whether
or not attached to such Certificate and subject to the terms and conditions of
the Pooling and Servicing Agreement referred to in the Certificate), upon
surrender hereof, the amount of interest and principal (including any additional
interest which may be payable under the terms and conditions of such
Certificate), then payable on its Class [A/B] Bearer Certificate, the number of
which appears on this Coupon. Payment of this Coupon will be made in U.S.
Dollars only upon presentation of this Coupon at the office of any paying agent
outside the United States and its possessions as may be appointed from time to
time pursuant to such Pooling and Servicing Agreement. Such payment will be
made, at the option of the Holder hereof and subject to any applicable laws and
regulations, by a United States dollar check drawn on a bank in New York City,
or by transfer to a United States dollar account maintained by the holder with a
bank located outside the United States and its possessions. If such payment at
the offices of all paying
agents outside the United States and its possessions becomes illegal or is
effectively precluded because of the imposition of exchange controls or other
similar restrictions on the payment or receipt of such amounts in U.S. Dollars,
such payment will be made at the office of the paying agent in New York City.
Except as provided by the preceding sentence, no demand for payment or payment
on this Coupon may be made at any office of any paying agent in the United
States and its possessions nor will any payment be mailed to an address or
transferred to an account in the United States and its possessions. The
Transferor has initially appointed the paying agents listed on the reverse side
of this Coupon. (All capitalized terms used herein shall have the meanings
assigned such terms in the Agreement.)
FIRST USA BANK
By:______________________
Name:
Title:
LIST OF PAYING AGENTS
---------------------
PRINCIPAL PAYING AGENT
----------------------
Union Bank of Switzerland, London Branch
000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxx
XX0X 0XX
OTHER PAYING AGENT
------------------
Banque de Luxembourg
00 Xxxxxxxxx Xxxxx
0000 Xxxxxxxxxx
Xxxxx-Xxxxx xx Xxxxxxxxxx
EXHIBIT G-1
FORM OF CLEARANCE SYSTEM CERTIFICATE
TO BE GIVEN TO THE TRUSTEE BY
EUROCLEAR OR CEDEL
FIRST USA CREDIT CARD MASTER TRUST
Floating Rate Asset Backed
Certificates, Series 1996-7
[Insert title or sufficient description
of Certificates ("Certificates")]
This is to certify that, based solely on certifications we have
received in writing, by telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion
of the principal amount set forth below (our "Member Organizations")
substantially to the effect set forth in the Agreement, as of the date hereof,
$_________ principal amount of above-captioned Certificates (i) is owned by
persons that are not citizens or residents of the United States, corporations,
partnerships or other entities created or organized in or under the laws of the
United States, or any political subdivision thereof, any estate or trust the
income of which is subject to United States federal income taxation regardless
of its source, or any partnership to the extent that one or more members is for
the United States federal income tax purposes any of the foregoing ("United
States persons"), (ii) is owned by United States persons that (a) are foreign
branches of United States financial institutions (as defined in U.S. Treasury
Regulations Section 1.165-12(c)(1)(v)) ("financial institutions") purchasing
for their own account or for resale, or (b) acquired the Certificates through
foreign branches of United States financial institutions and who hold the
Certificates through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such United States financial
institution has agreed to comply with the requirements of Section 165(j)(3)(A),
(B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) is owned by United States or foreign financial
institutions for purposes of resale during the restricted period (as defined in
U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the further
effect that United States or foreign financial institutions described in clause
(iii) (whether or not also described in clause (i) or (ii)) have certified that
they have not acquired the Certificates for purposes of resale directly or indi-
rectly to a United States person or to a person within the United States or its
possessions.
We further certify (i) that we are not making available herewith for
exchange (or, if relevant, for the payment of interest on) any portion of the
Temporary Global Certificate excepted in such Member Organization certifications
and (ii) that as of the date hereof we have not received any notification from
any of our Member Organizations to the effect that the statements made by such
Member Organizations with respect to any portion of the part submitted herewith
for exchange (or, if relevant, for the payment of interest on) are no longer
true and cannot be relied upon at the date hereof.
We will retain all certificates received from Member Organizations for
the period specified in U.S. Treasury Regulation Section 1.163-
5(c)(2)(i)(D)(3)(i).
We understand that this certification is required in connection with
certain tax laws of the United States. In connection therewith, if
administrative and legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.
Date: 199 /*/.
Yours faithfully,
[XXXXXX GUARANTY TRUST COMPANY OF NEW YORK,
Brussels office, as operator of the Euroclear
System
or
CEDEL BANK, SOCIETE ANONYME]/**/
By:_____________________________
____________________
/*/ This certificate is to be dated on the Temporary Global Certificate
Exchange Date or, if applicable, the subsequent date on which the
Certificates are delivered to the undersigned in definitive form.
/**/ Delete the inappropriate reference.
EXHIBIT G-2
FORM OF CERTIFICATE TO BE DELIVERED
TO EUROCLEAR OR CEDEL BY A BENEFICIAL
OWNER OF CERTIFICATES
FIRST USA CREDIT CARD MASTER TRUST
Floating Rate Asset Backed Certificates, Series 1996-7
[Insert title or sufficient description
of Certificates ("Certificates")]
This is to certify that as of the date hereof and except as provided in the
third paragraph hereof, the above-captioned Certificates held by you for our
account (i) are owned by persons that are not United States Persons, or (ii) are
owned by a United States Person that is (A) the foreign branch of a United
States financial institution (as defined in U.S. Treasury Regulations Section
1.165-12(c)(1)(v)) (a "financial institution") purchasing for its own account or
for resale, or (B) a United States person who acquired the Certificates through
the foreign branch of a financial institution and who holds the Certificates
through the financial institution on the date hereof (and in either case (A) or
(B), the financial institution has agreed to comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by a financial
institution for purposes of resale during the Restricted Period (as defined in
U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)). In addition,
financial institutions described in clause (iii) of the preceding sentence
(whether or not also described in clause (i) or (ii)) have certified that they
have not acquired the Certificates for purposes of resale directly or indirectly
to a United States Person or to person within the United States or its
possessions.
We undertake to advise you by tested telex if the above statement as
to beneficial ownership is not correct on the date of delivery of the above-
captioned Certificates in definitive form with respect to such of said
Certificates as then appear in your books as being held for our account.
This certificate excepts and does not relate to U.S. $__________
principal amount of Certificates held by
you for our account, as to which we are not yet above to certify beneficial
ownership. We understand that delivery of definitive Certificates in such
principal amount cannot be made until we are able to so certify.
We understand that this certificate is required in connection with
certain securities and tax laws of the United States of America. If
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate or a copy thereof to any interested party in
such proceedings. As used herein, "United States" means the United States of
America (including the States and the District of Columbia), its territories,
its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island, and Northern Mariana Islands) and other areas subject to its
jurisdiction; and "United States Person" means a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in or under the laws of the United States, or any political subdivision
thereof, or an estate or trust the income of which is subject to United States
federal income taxation regardless of its source and any partnership to the
extent that one or more members is for United States federal income tax purposes
any of the foregoing.
Dated: /1/ by__________________________
As, or as agent for, the beneficial
owner(s) of the interest in the
Certificates to which this certificate
relates.
____________________
/1/ This Certificate must be dated no earlier than 15 days prior to the
Temporary Global Certificate Exchange Date.
EXHIBIT H
[DATE]
First USA Bank
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
The Bank of New York (Delaware)
Xxxxx Xxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Re: CIA Certificates, Series 1996-8
-----------------------------------------
Ladies and Gentlemen:
In connection with our proposed purchase of $_________ in principal amount
of First USA Credit Card Master Trust, CIA Certificates, Series 1996-8 (the "CIA
Certificates"), we confirm that:
1. We have received a copy of the Private Placement Memorandum dated
December 4, 1996 relating to the CIA Certificates (the "Private Placement
Memorandum") and such other information and documentation as we deem necessary
in order to make our investment decision. We understand that the Private
Placement Memorandum and any such other information and documentation speaks
only as of its date and that the information contained in the Private Placement
Memorandum and such other information and documentation may not be correct or
complete as of any time subsequent to such date.
2. We agree to be bound by the restrictions and conditions set forth in
the Pooling and Servicing Agreement, dated as of September 1, 1992, as
supplemented by the Series 1996-8 Supplement dated as of December 11, 1996 (the
"Series 1996-8 Supplement" and together with the Pooling and Servicing
Agreement, the "Pooling and Servicing Agreement"), each by and between First USA
Bank, as transferor and servicer, and The Bank of New
York (Delaware) relating to the CIA Certificates and agree to be bound by, and
not reoffer, resell, pledge or otherwise transfer (any such act, a "Transfer")
the CIA Certificates except in compliance with, such restrictions and conditions
including but not limited to those in Section 11 of the Series 1996-8
Supplement.
3. We understand that the CIA Certificates have not been and will not be
registered under the Securities Act of 1933, as amended (the "Securities Act")
or any state securities law and agree that the CIA Certificates may be
reoffered, resold, pledged or otherwise transferred only in compliance with the
Securities Act and other applicable laws and only (i) to the Transferor, (ii) to
a limited number of institutional "accredited investors" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act) and in a transaction exempt
from the registration requirements of the Securities Act (upon delivery of the
documentation required by the Pooling and Servicing Agreement and, if the
Trustee so requires, an opinion of counsel satisfactory to the Trustee) or (iii)
pursuant to Rule 144A under the Securities Act to a person that we reasonably
believe is a qualified institutional buyer within the meaning of Rule 144A
("QIB") purchasing for its own account or a QIB purchasing for the account of a
QIB, whom we have informed, in each case, that the reoffer, resale, pledge or
other transfer is being made in reliance on Rule 144A.
4. We have neither acquired nor will we Transfer any CIA Certificate we
acquire (or any interest therein) or cause any CIA Certificate (or any interest
therein) to be marketed on or through an "established securities market" within
the meaning of Section 7704(b)(1) of the Internal Revenue Code of 1986, as
amended (the "Code") and any treasury regulation thereunder, including, without
limitation, an over-the-counter-market or an interdealer quotation system that
regularly disseminates firm buy or sell quotations.
5. We are not and will not become, for so long as we own any interest in
the CIA Certificates, a partnership, Subchapter S corporation or grantor trust
for United States federal income tax purposes. [If this representation cannot be
made, the Transferor, the
Servicer or the Trustee may require additional representations.]
6. e are a person who is either (A)(i) a citizen or resident of the
United States, (ii) a corporation or other entity organized in or under the laws
of the United States or any political subdivision thereof or (iii) a person not
described in (i) or (ii) whose ownership of the CIA Certificates is effectively
connected with a such person's conduct of a trade or business within the United
States (within the meaning of the Code) and our ownership of any interest in a
CIA Certificate will not result in any withholding obligation with respect to
any payments with respect to the CIA Certificates by any person or (B) an estate
or trust the income of which is includible in gross income for United States
federal income tax purposes. We agree that (a) if we are a person described in
clause (A)(i) or (A)(ii) above, we will furnish to the person from whom we are
acquiring a CIA Certificate, the Servicer and the Trustee, a properly executed
U.S. Internal Revenue Service Form W-9 and a new Form W-9, or any successor
applicable form, upon the expiration or obsolescence of any previously delivered
form or (b) if we are a person described in clause (A)(iii) above, we will
furnish to the person from whom we are acquiring a CIA Certificate, the Servicer
and the Trustee, a properly executed U.S. Internal Revenue Service Form 4224 and
a new Form 4224, or any successor applicable form, upon the expiration or
obsolescence of any previously delivered form (and, in each case, such other
certifications, representations or opinions of counsel as may be requested by
the Transferor, the Servicer or the Trustee). We recognize that if we are a tax-
exempt entity, payments with respect to the CIA Certificates may constitute
unrelated business taxable income.
7. We understand that no subsequent Transfer of a CIA Certificate is
permitted unless (i) such Transfer is of a CIA Certificate with a denomination
of at least $1,000,000 and (ii) the Transferor and the Servicer each consent in
writing to the proposed Transfer, which consent shall be granted (assuming that
all other conditions to such Transfer are satisfied) unless either the
Transferor or the Servicer determines in its sole and absolute discretion that
such Transfer would create a risk that the Trust would be classified for federal
or any applicable state tax purposes as an association or publicly
H-3
traded partnership taxable as a corporation; provided, that any attempted
--------
Transfer that would cause the number of Targeted Holders (as defined in the CIA
Purchase Agreement) to exceed ninety nine shall be void; and provided, further,
-------- -------
that there shall not at any time be more than 10 holders of CIA Certificates of
Series 1996-7 or such other number as may be consented to by the Transferor,
which consent may be withheld in its sole and absolute discretion.
8. We understand that the opinion of tax counsel that the Trust is not a
publicly traded partnership taxable as a corporation is dependent in part on the
accuracy of the representations in paragraphs 4, 5, 6 and 7 and that, if such
representations are not accurate, in addition to our being subject to having our
purchase rescinded, we will be liable for damages.
9. We are (a) an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3), or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the CIA Certificates,
and we and any account for which we are acting are each able to bear the
economic risk of our or its investment or (b) a "qualified institutional buyer"
(as defined in Rule 144A under the Securities Act) purchasing for our own
account or for the account of a "qualified institutional buyer" and we
understand that the sale to us is being made in reliance on Rule 144A under the
Securities Act.
10. We are acquiring each of the CIA Certificates purchased by us for our
own account or for a single account (each of which is an institutional
"accredited investor") as to which we exercise sole investment discretion.
THE FOLLOWING REPRESENTATION MUST BE GIVEN BY ALL PURCHASERS WHO ARE NOT PLAN
PURCHASERS
11. We are not (i) an employee benefit plan (as defined in Section 3(3)
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")
that is subject to the provisions of Title I of ERISA, (ii) a plan described in
Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, (iii) a
governmental plan, as
H-4
defined in Section 3(32) of ERISA, subject to any federal, state or local law
which is, to a material extent, similar to the provisions of Section 406 of
ERISA or Section 4975 of the Code, (iv) an entity whose underlying assets
include plan assets by reason of a plan's investment in the entity or (v) a
person investing "plan assets" of any such plan (including for purposes of
clause (iv) or (v) any insurance company general account, but excluding any
entity registered under the Investment Company Act of 1940, as amended).
THE FOLLOWING REPRESENTATION MUST BE GIVEN BY ALL PUR CHASERS WHO ARE PLAN
PURCHASERS
11. We are either (i) an employee benefit plan (as defined in Section 3(3)
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")
that is subject to the provisions of Title I of ERISA, (ii) a plan described in
Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, (iii) a
governmental plan, as defined in Section 3(32) of ERISA, subject to any federal,
state or local law which is, to a material extent, similar to the provisions of
Section 406 of ERISA or Section 4975 of the Code, (iv) an entity whose
underlying assets include plan assets by reason of a plan's investment in the
entity or (v) a person investing "plan assets" of any such plan (including for
purposes of clause (iv) or (v) any insurance company general account, but
excluding any entity registered under the Investment Company Act of 1940, as
amended) (each Person described in clauses (i) through (v), a "Plan Purchaser")
and we acknowledge and understand that at no time shall the aggregate percentage
of the CIA Invested Amount Transferred to Plan Purchasers equal or exceed 25% of
the CIA Invested Amount.
12. We understand that any purported Transfer of any CIA Certificate in
contravention of the restrictions and conditions in paragraphs 1 through 11
above (including any violation of the representation in paragraph 5 by an
investor who continues to hold a CIA Certificate occurring any time after the
Transfer in which it acquired such CIA Certificate) shall be null and void and
the purported transferee shall not be recognized by the Trust or any other
person as a CIA Certificateholder for any purpose.
H-5
13. We further understand that, on any proposed resale, pledge or
transfer of any CIA Certificates, we will be required to furnish to the Trustee
and the Registrar, such certification and other information as the Trustee or
the Registrar may reasonably require to confirm that the proposed sale complies
with the foregoing restrictions and with the restrictions and conditions of the
CIA Certificates and the Pooling and Servicing Agreement pursuant to which the
CIA Certificates were issued and we agree that if we determine to Transfer any
CIA Certificate, we will cause our proposed transferee to provide the
Transferor, the Servicer and the Trustee with a letter substantially in the form
of this letter. We further understand that CIA Certificates purchased by us will
bear a legend to the foregoing effect.
14. The person signing this letter on behalf of the ultimate beneficial
purchaser of the CIA Certificates has been duly authorized by such beneficial
purchaser of the CIA Certificates to do so.
15. The CIA Certificates purchased by us should be registered in the name
and issued in the denominations set forth on Schedule 1 hereto. All payments on
the CIA Certificates held by us should be wired to us in accordance with the
instructions set forth on Schedule 1 hereto unless we otherwise notify the
Transferor, the Servicer and the Trustee in writing.
You are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.
Very truly yours,
[NAME OF TRANSFEREE]
By:________________________
Name:
Title:
H-6
SECTION 2. Definitions. In the event that any term or provision
-----------
contained herein shall conflict with or be inconsistent with any provision
contained in the Agreement, the terms and provisions of this Series Supplement
shall govern. All Article, Section or subsection references herein shall mean
Article, Section or subsections of the Agreement, except as otherwise provided
herein. All capitalized terms not otherwise defined herein are defined in the
Agreement. Each capitalized term defined herein shall relate only to the Series
1996-8 Certificates and to no other Series of Certificates issued by the Trust.
"Accumulation Period" shall mean, unless a Pay Out Event shall have
-------------------
occurred prior thereto, the period commencing at the close of business on
December 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 1996-8
Termination Date.
"Accumulation Period Factor" shall mean, for any Monthly Period, a
--------------------------
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 1996-8) 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
--------------------------
in subsection 4.09(i) of the Agreement.
"Accumulation Shortfall" shall initially mean zero and shall
----------------------
thereafter mean, with respect to any Monthly Period during the Accumulation
Period, the excess, if any, of the Controlled Deposit Amount for the previous
Monthly Period over the amount deposited into the Principal Funding Account
pursuant to subsections 4.09(e)(i), 4.09(e)(ii) and 4.09(e)(iii) of the
Agreement with respect to the Series 1996-8 Certificates for the previous
Monthly Period.
Schedule 1
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Registration and Payment Instructions
-------------------------------------
Registration Instructions:
-------------------------
Full Legal Name of Purchaser:__________________________
Number and Denomination of Certificates:_______________
_______________
Payment Instructions:
--------------------
Name of Bank: ___________________
Address of Bank:___________________
Account Name: ___________________
Account Number: ___________________
ABA Number: ___________________
Reference: ___________________
