EXHIBIT 4.4(b)
FIRST USA BANK, NATIONAL ASSOCIATION
Transferor and Servicer
and
THE BANK OF NEW YORK (DELAWARE)
Trustee
_____________________________
SERIES 2002-CC SUPPLEMENT
Dated as of May 1, 2002
to
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of March 28, 2002
__________________________
FIRST USA CREDIT CARD MASTER TRUST
Series 2002-CC
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TABLE OF CONTENTS
Page
SECTION 1. Designation.............................................................................1
SECTION 2. Definitions.............................................................................1
SECTION 3. Reassignment and Transfer Terms. .......................................................7
SECTION 4. Delivery and Payment for the Series 2002-CC Certificate.................................7
SECTION 5. Depository; Form of Delivery of the Series 2002-CC Certificate..........................7
SECTION 6. Article IV of Agreement.................................................................8
Section 4.04 Rights of the Series 2002-CC Certificateholder...............................9
Section 4.05 Collections and Allocation...................................................9
Section 4.06 Monthly Payments............................................................10
Section 4.07 Investor Default Amount.....................................................11
Section 4.08 Investor Monthly Servicing Fee..............................................11
Section 4.09 Principal Shortfalls........................................................11
SECTION 7. Article V of the Agreement.............................................................12
Section 5.01 Distributions...............................................................13
Section 5.02 Monthly Certificateholders' Statement.......................................13
SECTION 8. Article VI of the Agreement............................................................14
Section 6.15 Additional Invested Amounts.................................................14
SECTION 9. Series 2002-CC Pay Out Events..........................................................16
SECTION 10. Series 2002-CC Termination............................................................17
SECTION 11. Transfer of the 2002-CC Certificate...................................................17
SECTION 12. ERISA Legend..........................................................................17
SECTION 13. Amendment and Ratification of Agreement...............................................18
SECTION 14. Consent to Amendment to the Agreement.................................................18
SECTION 15. Consent Rights........................................................................19
SECTION 16. Counterparts. ........................................................................19
SECTION 17. GOVERNING LAW.........................................................................19
EXHIBITS
EXHIBIT A Form of Series 2002-CC Certificate..........................................A-1
EXHIBIT B Form of Monthly Allocations and Payment Instructions........................B-1
EXHIBIT C Form of Monthly Series 2002-CC Certificateholder's
Statement...................................................................C-1
SERIES 2002-CC SUPPLEMENT, dated as of May 1, 2002 (this
"Series Supplement") by and among FIRST USA BANK, NATIONAL ASSOCIATION, a
national banking association, as Transferor and Servicer, and THE BANK OF NEW
YORK (XXXX XXXX), as Trustee under the Amended and Restated Pooling and
Servicing Agreement, dated as of March 28, 2002, among FIRST USA BANK,
NATIONAL ASSOCIATION, as Transferor and Servicer, and the Trustee, as amended
and supplemented and as the same may be further amended, supplemented or
otherwise modified from time to time (the "Agree ment").
Section 6.09 of the Agreement provides, among other things,
that the Trans feror 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 Certifi xxxxx. 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 Collateral Certificate (as
defined below).
Pursuant to this Series Supplement, the Transferor and the
Trustee shall create a new Series consisting of an Investor Certificate and
shall specify the Principal Terms thereof. The Investor Certificate of Series
2002-CC shall not be subordinated to any other Series.
SECTION 1. Designation.
(a) There is hereby created a Series consisting of a single
Class pursuant to the Agreement and this Series Supplement to be known
generally as the Asset Backed Certifi cate, Series 2002-CC (the "Series
2002-CC Certificate" or the "Collateral Certificate"). The Series 2002-CC
Certificate shall be issued as one definitive certificate substantially in the
form of Exhibit A hereto. This Series is a Remaining Excess Principal Sharing
Series.
(b) Except as expressly provided herein, (i) the tax opinion
described in subsection 6.09(b) of the Agreement shall not be applicable to
the Series 2002-CC Certificate and (ii) the provisions of Section 3.07 of the
Agreement shall not apply to cause the Series 2002-CC Certificate to be
treated as debt for federal, state and local income and franchise tax
purposes, but rather the Transferor intends and, together with the Series
2002-CC Certificateholder, agrees to treat the Series 2002-CC Certificate for
federal, state and local income and franchise tax purposes as representing an
equity interest in the assets of the Trust.
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 2002-CC Certificate and to no other Series of
Certificates issued by the Trust.
"Additional Invested Amounts" shall have the meaning
specified in subsection 6.15(a) of the Agreement.
"Additional Investment Date" shall have the meaning
specified in subsection 6.15(b) of the Agreement.
"Agreement" shall have the meaning specified in the first
paragraph hereof.
"Amortization Period" shall mean any Monthly Period with
respect to the Series 2002-CC Certificate, (1) beginning with the Monthly
Period in which the Pay Out Commencement Date occurs or (2) during which the
sum of the Series 2002-CC Principal Collections and the Investor Default
Amount is greater than the Additional Invested Amounts for such Monthly
Period.
"Asset Pool One Supplement" shall mean the Asset Pool One
Supplement, dated as of May 1, 2002 between the Bank One Issuance Trust, as
Issuer, and Xxxxx Fargo Bank Minnesota, National Association, as Indenture
Trustee and Collateral Agent.
"Average Principal Balance" shall mean, (a) for any Monthly
Period in which no Addition Date or Removal Date occurs, the Principal
Receivables in the Trust as of the close of business on the last day of the
prior Monthly Period and (b) for any Monthly Period in which Additional
Accounts are designated for inclusion in or Removed Accounts are designated
for removal from the Trust, the sum of (1) the product of (x) the Principal
Receivables in the Trust at the close of business on the last day of the prior
Monthly Period and (y) a fraction, (i) the numerator of which is the number of
days from and including the first day of such Monthly Period to, but
excluding, the initial Addition Date or Removal Date, as applicable, in such
Monthly Period and (ii) the denominator of which is the number of days in such
Monthly Period and (2) for each Addition Date or Removal Date, as applica ble,
in such Monthly Period, the product of (x) the Principal Receivables in the
Trust at the close of business on any such Addition Date or Removal Date,
after giving effect to the addition of Accounts or removal of Accounts and (y)
a fraction, (i) the numerator of which is the number of days from and
including such Addition Date or Removal Date , as applicable, in such Monthly
Period to but excluding the next Addition Date or Removal Date, as applicable,
in such Monthly Period (or if there is no subsequent Addition Date or Removal
Date in such Monthly Period, to and including the last day of such Monthly
Period); and (ii) the denominator of which is the number of days in such
Monthly Period.
"Certificate Representative" shall mean the Holder of record
or the designee of such Holder of the Series 2002-CC Certificate.
"Closing Date" shall mean May 1, 2002.
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Collateral Agent" shall mean Xxxxx Fargo Bank Minnesota,
National Association and its successors and assigns.
"Determination Date" shall mean the Business Day preceding
the Transfer Date in each Monthly Period.
"Distribution Account" shall have the meaning specified in
Section 6(A).
"ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended.
"Excess Principal Collections" shall mean, as the context
requires, either (a) the amount allocated to the Investor Certificate which,
in accordance with subsection 6.15(c) of the Agreement, may be applied to the
Principal Shortfall 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
for all Series which amount for all Remaining Excess Principal Sharing Series,
including Series 2002-CC, shall not exceed the amount of Remaining Excess
Principal Collections.
"Finance Charge Account" shall have the meaning specified in
Section 6(A).
"Floating Allocation Percentage" shall mean, for any Monthly
Period, a fraction, the numerator of which is the Invested Amount of the
Series 2002-CC Certificate as of the close of business on the last day of the
prior Monthly Period, or with respect to the first Monthly Period, the Initial
Invested Amount; provided, however, that if the Invested Amount of the Series
2002-CC Certificate is increased in the Monthly Period for which the determina
tion is being made, the numerator shall be the highest Invested Amount of the
Series 2002- CC Certificate in such Monthly Period; provided, further, that if
the Invested Amount of Series 2002-CC is reduced to zero in such Monthly
Period, the numerator shall be zero, and the denominator of which is the
Average Principal Balance for such Monthly Period.
"Indenture" shall mean the Indenture, dated May 1, 2002,
between Bank One Issuance Trust, as Issuer, and Xxxxx Fargo Bank Minnesota,
National Association, as Indenture Trustee, as amended and supplemented from
time to time.
"Initial Invested Amount" shall mean the aggregate initial
principal amount of the Investor Certificate of Series 2002-CC, which is
$3,000,000,000.
"Invested Amount" shall mean, with respect to the Series
2002-CC Certificate as of the close of business on any day, an amount equal to
(i) the Invested Amount as of the close of business on the prior day (or, with
respect to the first day of the first Monthly Period, such amount shall be the
Initial Invested Amount), minus (ii) the Series 2002-CC Principal Collections,
if any, paid on such date, minus (iii) the Investor Default Amount, if any,
recognized pursuant to Section 4.07 of the Agreement on such date, plus (iv)
the Additional Invested Amounts, if any, added on such date.
"Investor Certificateholder" shall mean the holder of record
of the Investor Certificate of Series 2002-CC.
"Investor Certificate" shall mean the Series 2002-CC
Certificate.
"Investor Default Amount" shall mean, with respect to the
Series 2002-CC Certificate, with respect to any Monthly Period, an amount
equal to the product of the Default Amount for all Accounts that became
Defaulted Accounts in such Monthly Period and the Floating Allocation
Percentage for such Monthly Period.
"Investor Monthly Servicing Fee" shall, with respect to the
Series 2002-CC Certificate, with respect to any Monthly Period, mean an amount
equal to one-twelfth of the product of (A) the Series Servicing Fee Percentage
and (B) the Invested Amount used as the numerator of the Floating Allocation
Percentage for such Monthly Period.
"Investor Percentage" shall mean for any Monthly Period, (a)
with respect to Finance Charge Receivables and the Default Amount, the
Floating Allocation Percentage and (b) with respect to Principal Receivables,
the Principal Allocation Percentage.
"Issuance Date" shall mean the Closing Date.
"Lien" shall have the meaning specified in the Transfer and
Servicing Agreement.
"Master Owner Trust Servicer" shall mean First USA Bank,
National Association, as servicer for the Bank One Issuance Trust and any
successors or assigns.
"Minimum Transferor Interest" shall mean, with respect to
any period, 4% of the Average Principal Receivables for such period.
"Pay Out Commencement Date" shall mean the earliest to occur
of (i) the date on which a Trust Pay Out Event is deemed to occur pursuant to
Section 9.01 of the Agree ment and (ii) the date on which a Series 2002-CC Pay
Out Event is deemed to occur pursuant to Section 9 of this Series Supplement.
"Principal Account" shall have the meaning specified in
Section 6(A).
"Principal Allocation Percentage" shall mean, for any
Monthly Period, (1) during the Revolving Period, the Floating Allocation
Percentage and (2) during an Amortiza tion Period, a fraction, the numerator
of which is the highest Invested Amount during the last Monthly Period of the
most recent Revolving Period, or with respect to the first Monthly Period, the
Initial Invested Amount; provided, that if the Invested Amount of Series
2002-CC is reduced to zero during such Monthly Period, the numerator shall be
zero, and the denomi nator of which is the Average Principal Balance for such
Monthly Period.
"Principal Shortfall" shall, (i) with respect to the Series
2002-CC Certificate, have the meaning specified in Section 4.09 of the
Agreement and (ii) with respect to each other Series outstanding from time to
time, have the meaning specified for "Principal Shortfall" in the Series
Supplement for such Series.
"Proposed Principal Shortfall Amount" shall have the meaning
specified in the Asset Pool One Supplement.
"Rating Agency" shall mean each nationally recognized rating
agency that has rated the Series 2002-CC Certificate at the request of the
Transferor.
"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.
"Remaining Excess Principal Collections" shall have the
meaning specified in Section 4.09 of the Agreement.
"Remaining Excess Principal Sharing Series" shall mean a
Series designated as a "Remaining Excess Principal Sharing Series" in the
applicable Series Supplement.
"Revolving Period" shall mean each Monthly Period other than
a Monthly Period occurring during the Amortization Period.
"Series 2002-CC" shall mean the Series of the First USA
Credit Card Master Trust represented by the Series 2002-CC Certificate.
"Series 2002-CC Certificate" shall have the meaning
specified in Section 1 of this Series Supplement.
"Series 2002-CC Certificateholder" shall mean the
Certificate Representative of the Series 2002-CC Certificate.
"Series 2002-CC Certificateholders' Interest" shall have the
meaning specified in Section 4.04 of the Agreement.
"Series 2002-CC Collateral Certificate Principal Shortfall
Payment" shall have the meaning specified in subsection 4.06(b) of the
Agreement.
"Series 2002-CC Finance Charge Collections" shall mean, with
respect to any Monthly Period, an amount equal to the sum of (i) the Floating
Allocation Percentage of Collections of Finance Charge Receivables in respect
of such Monthly Period and (ii) the investment earnings on amounts on deposit
in the Finance Charge Account and the Principal Account with respect to the
related Transfer Date.
"Series 2002-CC Pay Out Event" shall have the meaning
specified in Section 9 of this Series Supplement.
"Series 2002-CC Principal Collections" shall mean, with
respect to any Monthly Period, an amount equal to the sum of (i) the Principal
Allocation Percentage of Collections of Principal Receivables with respect to
such Monthly Period and (ii) to the extent of any applicable Principal
Shortfall for the related Transfer Date, Remaining Excess Principal
Collections, to the extent available.
"Series 2002-CC Termination Date" shall mean the earlier to
occur of (i) the day after the Transfer Date on which the Invested Amount of
the Series 2002-CC Certificate is paid in full and (ii) the Trust Termination
Date.
"Series Servicing Fee Percentage" shall mean 1.50% for so
long as First USA Bank, National Association is the Servicer or 2.00% if First
USA Bank, National Association is no longer the Servicer.
"Transfer and Servicing Agreement" shall mean the Transfer
and Servicing Agreement, dated as of May 1, 2002, among First USA Bank,
National Association, as Transferor, Servicer and Administrator, Bank One
Issuance Trust, as Issuer, and Xxxxx Fargo Bank Minnesota, National
Association, as Indenture Trustee and Collateral Agent, as amended,
supplemented or restated from time to time.
"Transfer Date" shall mean June 14, 2002 and the Business
Day prior to the 15th day of each month thereafter.
"Unpaid Investor Monthly Servicing Fee" shall mean with
respect to any Monthly Period, the amount of the Investor Monthly Servicing
Fee with respect to each prior Monthly Period not previously distributed to
the Servicer pursuant to Section 4.08 of the Agreement.
SECTION 3. Reassignment and Transfer Terms. The Series
2002-CC Certificate shall be subject to retransfer to the Transferor at its
option (so long as the Transferor is the Servicer or an Affiliate of the
Servicer), in accordance with the terms specified in subsection 12.02(a) of
the Agreement, on any Transfer Date on or after the Transfer Date on which the
Invested Amount (after giving effect to all payments on such Transfer Date) is
reduced to an amount less than or equal to 10% of the highest Invested Amount
at any time (or such other percentage as shall be specified from time to time
by the Servicer, consistent with sale treatment under generally accepted
accounting principles and regulatory accounting principles). The deposit
required in connection with any such retransfer shall be equal to the Invested
Amount on the Transfer Date on which the retransfer occurs.
SECTION 4. Delivery and Payment for the Series 2002-CC
Certificate. The Transferor shall execute and deliver the Series 2002-CC
Certificate to the Trustee for authentication in accordance with Section 6.01
of the Agreement. The Trustee shall deliver the Series 2002-CC Certificate
when authenticated in accordance with Section 6.02 of the Agreement.
SECTION 5. Depository; Form of Delivery of the Series
2002-CC Certificate. (a) The Series 2002-CC Certificate shall be delivered as
a Registered Certificate as provided in Section 6.01 of the Agreement.
(b) The Series 2002-CC Certificate shall constitute a
"security" within the meaning of (i) Article 8 of the Uniform Commercial Code
(including Section 8-102(a)(15) thereof) as in effect from time to time in the
State of Delaware and (ii) the Uniform Commer cial Code of any other
applicable jurisdiction that currently or hereafter substantially includes the
1994 revisions to Article 8 thereof as adopted by the American Law Institute
and the National Conference of Commissioners on Uniform State Laws and
approved by the American Bar Association on February 14, 1995.
(c) When issued and sold in accordance with the terms of the
Agreement, including when duly executed and authenticated by the Trustee in
accordance with the terms of the Agreement and when issued and delivered
against payments therefore, the Series 2002- CC Certificate will be duly and
validly issued and outstanding, fully paid, non-assessable, and entitled to
the benefits 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 2002-CC Certificateholder, shall establish and
maintain in the name of the Trust with a Qualified Institution, which
shall initially be the Paying Agent, two segregated trust accounts
(the "Finance Charge Account" and the "Principal Account,"
respectively), bearing a designation clearly indicating that the
funds therein are held for the benefit of the Series 2002-CC
Certificateholder. 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 2002-CC Certificateholder. Pursuant to authority granted to it
hereunder, the Servicer shall have the revocable power to instruct
the Trustee to withdraw funds from the Finance Charge Account and the
Principal Account for the purpose of carrying out the Servicer's or
the Trustee's duties hereunder. The Trustee at all times shall
maintain copies of all written reports and instructions that it
receives reflecting each transaction in the Principal Account and the
Finance Charge Account and that funds held therein shall at all times
be held in trust for the benefit of the Series 2002-CC
Certificateholder.
(c) The Distribution Account. The Trustee, for the benefit of the
Series 2002- CC Certificateholder, shall cause to be established and
maintained in the name of the Trust, with an office or branch of a
Qualified Institution, which shall initially be the Paying Agent, a
non-interest bearing segregated account (the "Distribution Account")
bearing a designation clearly indicating that the funds deposited
therein are held in trust for the benefit of the Series 2002-CC
Certificateholder. The Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the
Distribution Account and in all proceeds thereof. The Distribution
Account shall be under the sole dominion and control of the Trustee
for the benefit of the Series 2002-CC Certificate holder."
(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 2002- CC Certificate:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.04 Rights of the Series 2002-CC Certificateholder.
The Series 2002-CC Certificate shall represent an undivided interest in the
Trust, consisting of the right to receive, to the extent necessary to make the
required payments with respect to such Series 2002-CC Certificate at the times
and in the amounts specified in this Agreement, (a) the Floating Allocation
Percentage and Principal 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 and the
Principal Account (for such Series, the "Series 2002-CC Certificateholder's
Interest"). The Exchangeable Transferor Certificate shall not represent any
interest in the Collection Account, the Finance Charge Account or the
Principal Account, except as specifically provided in this Article IV.
Section 4.05 Collections and Allocation.
(a) Collections. The Servicer will apply or will instruct
the Trustee to apply all funds on deposit in the Collection Account, the
Finance Charge Account or the Principal Account, allocable to the Series
2002-CC Certificate as described in this Article IV.
(b) Daily Allocations. If:
(i) the short-term deposit rating of the Servicer
by Standard & Poor's is below "A-1" or the short-term deposit rating
of the Servicer by Xxxxx'x is below "P- 1"and, if rated by Fitch, is
below "F-1" by Fitch; or
(ii) First USA Bank, National Association is not
the Servicer;
then within 5 Business Days of the occurrence of such event and thereafter, as
promptly as possible after the Date of Processing of Collections with respect
to the Receivables, but in no event later than two Business Days following
such Date of Processing, the Servicer shall deposit all Collections directly
into the Collection Account and the Collection Account shall be moved from the
Servicer if then maintained with it; provided, however, that the Servicer may
designate a lesser amount for deposit into the Collection Account upon
satisfaction of the Rating Agency Condition. The Servicer shall notify the
Trustee of any such event and shall provide the Trustee with the account
number, account designation of such account and name of the institution with
which such account has been established.
Should the Servicer be required to make daily deposits of
Collections into the Collection Account pursuant to this subsection, the
Servicer shall establish a mechanism by which Collections are to be allocated
between the Certificateholder and the Transferor and deposited into the
Finance Charge Account and the Principal Account, which method shall satisfy
the Rating Agency Condition.
(c) Monthly Deposits. Notwithstanding the foregoing, the
Servicer need not make daily deposits of Collections into the Collection
Account, the Finance Charge Account or the Principal Account at any time when
the requirements of the third paragraph of subsection 4.03(a) of the Agreement
are satisfied.
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 this Series
Supple ment for Series 2002-CC. 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 Monthly Payments. On each Transfer Date, the
Trustee, acting in accordance with written instructions from the Servicer
substantially in the form of Exhibit B hereto, shall make the withdrawals,
deposits and payments specified in subsections (a) and (b) of this Section
4.06.
(a) On each Transfer Date, the Trustee shall deposit into
the Distribution Account for payment to the Certificateholder an amount equal
to the Series 2002-CC Finance Charge Collections deposited or deemed to have
been deposited into the Finance Charge Account for the related Monthly Period
to the Series 2002-CC Certificateholder.
(b) On each Transfer Date, the Trustee shall deposit into
the Distribution Account for payment to the Certificateholder an amount equal
to the sum of (i) the Series 2002-CC share of Principal Collections deposited
or deemed to have been deposited into the Principal Account for the related
Monthly Period and (ii) to the extent of the Principal Shortfall for Series
2002-CC for such Transfer Date, the Remaining Excess Principal Collections
from other Series pursuant to Section 4.09 of the Agreement (the "Series 2002-
CC Collateral Certificate Principal Shortfall Payment").
Notwithstanding the foregoing, for so long as the
requirements of the third paragraph of subsection 4.03(a) of the Agreement are
satisfied: each of the payments described in subsections 4.06(a) and 4.06(b)
above shall be made by the Servicer, the Servicer shall not be required to
deposit the amounts so paid in the Collection Account, the Finance Charge
Account, the Principal Account or the Distribution Account prior to payment,
and the information provided to the Trustee as set forth on Exhibit B hereto
shall be for informational purposes only and shall not be in the form of an
instruction to make deposits and withdrawals.
Section 4.07 Investor Default Amount. On each Determination
Date, the Servicer shall calculate the Investor Default Amount for the
preceding Monthly Period and such Investor Default Amount shall be recognized
and subtracted from the Invested Amount in accordance with the definition
thereof as of the related Transfer Date. In the event that such reduction
would cause the Invested Amount to be a negative number, the Invested Amount
will be reduced to zero.
Section 4.08 Investor Monthly Servicing Fee. On each
Determination Date, with respect to any Monthly Period, the Servicer shall
calculate the Investor Monthly Servicing Fee for the preceding Monthly Period.
With respect to each Monthly Period, the Monthly Servicing Fee plus any Unpaid
Investor Monthly Servicing Fee shall be paid to the Servicer on behalf of the
holder of the Series 2002-CC Certificate at the time specified and to the
extent of funds available pursuant to the Transfer and Servicing Agreement.
Section 4.09 Principal Shortfalls. As specified in
subsection 1(a) of this Series Supplement, Series 2002-CC shall be a Remaining
Excess Principal Sharing Series. With respect to each Transfer Date, the
Servicer shall determine the amount of the excess of the Excess Principal
Collections for all Outstanding Series over the aggregate amount of Principal
Shortfalls for all Series other than Series designated as Remaining Excess
Principal Sharing Series pursuant to the applicable Series Supplements (such
excess amount, the "Remaining Excess Principal Collections"). The Servicer
shall determine, with respect to each Transfer Date, the Principal Shortfall
for each Remaining Excess Principal Sharing Series. The "Principal Shortfall"
for the Series 2002-CC Certificate, with respect to any Transfer Date, shall
be equal to the lesser of (i) the Proposed Principal Shortfall Amount
designated as such by the Master Owner Trust Servicer and (ii) the Invested
Amount (after application of the Investor Default Amount and the Principal
Allocation Percentage of Collections of Principal Receivables with respect to
the Monthly Period preceding such Transfer Date but prior to the application
of Additional Invested Amounts on such Transfer Date); provided, however, that
if the aggregate amount of Remaining Excess Principal Collections for such
Transfer Date is less than the aggregate amount, for each Remaining Excess
Principal Sharing Series (including Series 2002-CC), of the lesser of the
proposed principal shortfall amount for such Series and the invested amount of
such Series (after application of the investor default amount and the
principal allocation percentage of Collec tions of Principal Receivables with
respect to the Monthly Period preceding such Transfer Date but prior to the
application of additional invested amounts on such Transfer Date), then the
Principal Shortfall for the Series 2002-CC Certificate with respect to such
Transfer Date shall equal the product of (x) the amount of Remaining Excess
Principal Collections for such Transfer Date and (y) a fraction, the numerator
of which is the lesser of (i) the Invested Amount of the Series 2002-CC
Certificate (after application of the Investor Default Amount and the
Principal Allocation Percentage of Collections of Principal Receivables with
respect to the Monthly Period preceding such Transfer Date but prior to the
application of Additional Invested Amounts on such Transfer Date) and (ii) the
Proposed Principal Shortfall Amount for the Series 2002-CC Certificate and the
denominator of which is the aggregate amount determined for each Remaining
Excess Principal Sharing Series (including Series 2002-CC) of the lesser of
the proposed principal shortfall amount for such Series and the invested
amount of such Series (after application of the investor default amount and
the principal allocation percentage of Collections of Principal Receivables
with respect to the Monthly Period preceding such Transfer Date but prior to
the application of additional invested amounts on such Transfer Date).
On each Determination Date, the Servicer shall allocate
Remaining Excess Principal Collections to each Remaining Excess Principal
Sharing Series in an amount equal to the Principal Shortfall for such Series.
The Series 2002-CC Collateral Certificate Principal Shortfall Payment shall be
made to the Certificateholder, if applicable, on each Transfer Date in
accordance with subsection 4.06(b) of the Agreement.
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 2002-CC Certificate:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
Section 5.01 Distributions.
On each Transfer Date, the Trustee shall distribute (in
accordance with the certificate delivered by the Servicer to the Trustee
pursuant to subsection 3.04(b) of the Agreement) the aggregate amount
deposited into the Distribution Account and payable to the Series 2002-CC
Certificateholder pursuant to subsection 4.06 to the account of the
Certificate Representative as specified in writing by the Certificate
Representative, in immediately available funds; provided, however, that for so
long as the requirements of the third para graph of subsection 4.03(a) of the
Agreement are satisfied, such payment shall be made by the Servicer in
accordance with the last paragraph of Section 4.06 of the Agreement.
Section 5.02 Monthly Certificateholders' Statement.
(a) On or before each Transfer Date, the Servicer shall
forward to the Certificate Representative a statement substantially in the
form of Exhibit C prepared by the Servicer and delivered to the Trustee and
the Paying Agent on the preceding Determination Date setting forth the
following information:
(i) the total amount distributed;
(ii) the amount of Collections of Principal
Receivables processed during the related Monthly Period allocated to
the Series 2002-CC Certificate;
(iii) the amount of Collections of Finance Charge
Receivables processed during the related Monthly Period allocated to
the Series 2002-CC Certifi cate as well as other amounts to be
treated as Series 2002-CC Finance Charge Collections;
(iv) the amount of Remaining Excess Principal
Collections allocated to Series 2002-CC for the related Monthly
Period;
(v) the aggregate amount of Principal Receivables
and the Invested Amount as of the end of the day on the Record Date;
(vi) the aggregate amount of Receivables as of the
end of the day on the Record Date;
(vii) the aggregate outstanding balance of Accounts
which are 30, 60, 90, 120 and 150 or more days Contractually
Delinquent as of the end of the day on the Record Date;
(viii) the Investor Default Amount, for the related
Monthly Period;
(ix) the amount of the Investor Monthly Servicing
Fee, for the related Monthly Period;
(x) the Additional Invested Amounts for the related
Monthly Period;
(xi) the Invested Amount used in the calculation of
the Principal Allocation Percentage;
(xii) the Invested Amount used in the calculation
of the Floating Allocation Percentage; and
(xiii) such other items as are set forth in Exhibit
C to this Series Supplement.
On or before each Transfer Date, the Servicer shall deliver a copy of
each such statement to each Rating Agency.
SECTION 8. Article VI of the Agreement. Article VI (except
for Section 6.1 through 6.14 thereof) shall read in its entirety as follows
and shall be applicable only to the Series 2002-CC Certificate:
ARTICLE VI
THE CERTIFICATES
Section 6.15 Additional Invested Amounts.
(a) The Transferor may sell to the Series 2002-CC
Certificateholder on any Business Day additional undivided interests in the
Trust in specified amounts (such amounts, the "Additional Invested Amounts")
if the conditions precedent to selling an additional interest set forth in
subsection 6.15(b) of the Agreement have been met. If the Series 2002-CC
Certificateholder acquires such additional interest, the Transferor may
receive a cash payment (to be applied in accordance with subsection 6.15(c)).
In addition, as an alternative form of consideration, the Transferor may
accept an increase in the transferor interest in an asset pool in the Bank One
Issuance Trust. The Transferor Interest in the Trust shall decrease as a
result of such sale.
Any Additional Invested Amounts purchased by the Series
2002-CC Certificateholder shall be evidenced by the definitive Certificate
held by the Certificateholder issued on the Closing Date substantially in the
form of Exhibit A hereto. The Series 2002- CC Certificateholder shall and is
hereby authorized to record on the grid attached to the Series 2002-CC
Certificate (or at such Certificateholder's option, in its internal books and
records) the date and invested amount of any Additional Invested Amounts
purchased by it, the current invested amount thereof and each change thereto;
provided, that failure to make any such recordation on such grid or any error
in such grid shall not adversely affect such Certificateholder's rights with
respect to its Invested Amount. The Trustee shall not be responsible for the
accuracy of any information on any such grid or with respect to the
Certificateholder's notations in its internal books and records. The Servicer
shall appropri ately note all Additional Invested Amounts (and the increased
Invested Amount) as well as any principal payment and reductions due to the
Investor Default Amount on the Servicer's certificate delivered with respect
to the related Monthly Period and direct the Trustee in writing to apply
payments for Additional Invested Amounts as set forth in subsection 6.15(c).
(b) The Transferor may determine to sell an additional
interest on any date (each, an "Additional Investment Date") as set forth in
subsection 6.15(a) above subject to fulfillment of the following conditions
precedent:
(i) on each Additional Investment Date, no event
shall have occurred and be continuing, or shall result from such
purchase of Additional Invested Amounts, that constitutes a Trust Pay
Out Event or a Series 2002-CC Pay Out Event;
(ii) on each Additional Investment Date, after
giving effect to the purchase of Additional Invested Amounts, the
Transferor Interest shall equal or exceed the Minimum Transferor
Interest and the aggregate amount of Principal Receivables shall
equal or exceed the Minimum Aggregate Principal Receivables;
(iii) on each Additional Investment Date, the
Additional Invested Amounts shall be conveyed to the Series 2002-CC
Certificateholder free and clear of any Lien (other than any Lien for
municipal or other local taxes if such taxes are not then due and
payable or if the Transferor is then contesting the validity thereof
in good faith by appropriate proceedings and has set aside on its
books and records adequate reserves with respect thereto) and in
compliance, in all material respects, with all Requirements of Law
applicable to the Transferor; and
(iv) as of each Additional Investment Date, all
authoriza tions, consents, orders or approvals of or registrations or
declarations with any Governmental Authority required to be obtained,
effected or given by the Transferor in connection with such
Additional Invested Amount have been duly obtained, effected or given
and are in full force and effect.
(c) On each Transfer Date, the Trustee shall apply the cash
proceeds from purchases of Additional Invested Amounts as Excess Principal
Collections, in an amount up to the lesser of (i) the amount specified in
subsection 2.10(a)(i) of the Transfer and Servicing Agreement allocated to the
Series 2002-CC Certificate, (ii) the amount of Principal Collections allocated
to Series 2002-CC and the Investor Default Amount for a Monthly Period and
(iii) the amount of Principal Shortfalls with respect to other Series. Any
remaining cash proceeds from purchases of Additional Invested Amounts shall be
paid to the Transferor. Any cash proceeds received from the purchases of
Additional Invested Amounts on any day which is not a Transfer Date shall be
paid to the Transferor at the time received by the Trust.
SECTION 9. Series 2002-CC Pay Out Events. If any one of the
following events shall occur with respect to the Series 2002-CC Certificate:
(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 other covenants or agreements of the
Transferor set forth in the Agreement or this Series Supplement, which failure
has a material adverse effect on the Series 2002-CC Certificateholder and
which continues unremedied for a period of sixty (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, and continues to materially
and adversely affect the interests of the Series 2002-CC Certificateholder for
such period;
(b) any representation or warranty made by the Transferor in
the Agreement or this Series Supplement, or any information contained in a
computer file or microfiche list required to be delivered by the Transferor to
the Trustee 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 sixty
(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 and (ii) as a result of which the interests of the Series 2002-CC
Certificateholder is materially and adversely affected and continues to be
materially and adversely affected for such period; provided, however, that a
Series 2002-CC 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, or such longer period as the Trustee may specify, in accordance
with the provisions of the Agreement;
(c) the Transferor shall fail to convey Receivables arising
under Additional Accounts to the Trust, as required by subsection 2.06(a) of
the Agreement; or
(d) any Servicer Default shall occur which would have a
material adverse effect on the Series 2002-CC Certificateholder; then a Series
2002-CC Pay Out Event shall occur without any notice or other action on the
part of the Trustee or the Series 2002-CC Certificateholder immediately upon
the occurrence of such event.
SECTION 10. Series 2002-CC Termination. The right of the
Series 2002-CC Certificateholder to receive payments from the Trust will
terminate on the first Business Day following the Series 2002-CC Termination
Date.
SECTION 11. Transfer of the 2002-CC Certificate. After the
Closing Date, the Series 2002-CC Certificate may not be sold, participated,
transferred, assigned, ex changed or otherwise pledged or conveyed in whole or
in part except upon the prior delivery to the Trustee and the Certificate
Representative of an Issuer Tax Opinion (as defined in the Indenture) and an
Opinion of Counsel to the effect that, for Federal income tax purposes, (i)
such action will not adversely affect the tax characterization as debt of the
Investor Certifi xxxxx of any outstanding Series or Class that were
characterized as debt at the time of their issuance, (ii) following such
action the Trust will not be treated as an association (or publicly traded
partnership) taxable as a corporation and (iii) such action will not cause or
constitute an event in which gain or loss would be recognized by any Investor
Certificateholder.
SECTION 12. ERISA Legend. Each Collateral Certificate will
bear a legend or legends substantially in the following form:
EACH PURCHASER REPRESENTS AND WARRANTS
FOR THE BENEFIT OF FIRST USA BANK, NATIONAL ASSOCIATION
AND THE TRUSTEE THAT SUCH PURCHASER IS NOT (I) AN EM
PLOYEE 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 PROVI
SIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE,
(IV) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN
ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY OR
(V) A PERSON INVESTING "PLAN ASSETS" OF ANY SUCH PLAN
(INCLUDING FOR PURPOSES OF CLAUSES (IV) AND (V) ANY INSUR
ANCE COMPANY GENERAL ACCOUNT, BUT EXCLUDING ANY
ENTITY REGISTERED UNDER THE INVESTMENT COMPANY ACT OF
1940, AS AMENDED).
Each Certificate Owner by virtue of its beneficial interest
in the Collateral Certificate shall be deemed to have made the representations
and warranties stated in such legend.
SECTION 13. 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 Certificateholder of such Series . . ."
SECTION 14. Consent to Amendment to the Agreement. (a) By
purchasing an interest in the Investor Certificates, the Series 2002-CC
Certificateholder shall be deemed to have consented to any amendments to the
Agreement to satisfy accounting requirements under SFAS 140 and any related or
successor accounting interpretations or requirements thereto for off balance
sheet treatment for Receivables in the Trust.
(b) In addition to being subject to amendment pursuant to
any other provisions relating to amendments in either the Agreement or this
Series Supplement, this Series Supplement may be amended by the Transferor
without the consent of the Servicer, the Trustee or the Series 2002-CC
Certificateholder if the Transferor provides the Trustee with (i) an Opinion
of Counsel to the effect that such amendment or modification would reduce the
risk the Trust would be treated as taxable as a publicly traded partnership
pursuant to Code section 7704 and (ii) a certificate that such amendment or
modification would not materially and adversely affect the Series 2002-CC
Certificateholder; provided, that no such amendment shall be deemed effective
without the Trustee's consent, if the Trustee's rights, duties and obligations
hereunder are thereby modified.
Promptly after the effectiveness of any amendment pursuant
to this Section 14, the Transferor shall deliver a copy of such amendment to
each of the Servicer, the Trustee and each Rating Agency.
SECTION 15. Consent Rights. Notwithstanding any other
provision of the Agreement, including Section 6.05 of the Agreement, for so
long as the Series 2002-CC Certificate is held by the Bank One Issuance Trust
or the Collateral Agent on behalf of certain noteholders and other
beneficiaries of the security interest granted by the Bank One Issuance Trust
to the Collateral Agent in the Series 2002-CC Certificate, the Series 2002-CC
Certificate shall not be disregarded and will be deemed to be outstanding for
purposes of giving any request, demand, authorization, direction, notice,
consent or waiver under the Agreement.
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 PROVI SIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this Series 2002-CC Supplement to be duly executed by
their respective officers as of the day and year first above written.
FIRST USA BANK, NATIONAL ASSOCIATION,
Transferor and Servicer
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: First Vice President
THE BANK OF NEW YORK (DELAWARE),
Trustee
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
Exhibit A
---------
FORM OF SERIES 2002-CC COLLATERAL CERTIFICATE
THIS SERIES 2002-CC 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 SERIES 2002-CC
CERTIFICATE, AGREES THAT IT IS ACQUIRING THIS SERIES 2002-CC CERTIFICATE FOR
ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) AND NOT WITH A VIEW
TO, OR FOR SALE IN CONNECTION WITH, THE PUBLIC DISTRIBUTION HEREOF AND
THAT NEITHER THIS SERIES 2002-CC CERTIFICATE NOR ANY INTEREST HEREIN MAY
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT IN COMPLIANCE
WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE
PROVISIONS OF ANY STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM SUCH PROVISIONS. THE TRANSFER OF THIS SERIES 2002-CC
CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THIS SERIES
2002-CC CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED, ASSIGNED,
EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED, EXCEPT IN ACCORDANCE WITH
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
No. ____
FIRST USA CREDIT CARD MASTER TRUST
SERIES 2002-CC CERTIFICATE
ASSET BACKED CERTIFICATE, SERIES 2002-CC
Evidencing an undivided interest in a trust, the corpus of which consists of a
portfolio of MasterCard (R)* and VISA (R) credit card receivables generated or
acquired by First USA Bank, National Association (the "Bank") and other assets
and interests constituting the Trust under the Pooling and Servicing Agreement
described below.
(Not an interest in or a recourse obligation
of First USA Bank, National Association or any affiliate thereof)
This Investor Certificate certifies that BANK ONE ISSUANCE TRUST
(the "Investor Certificateholder") is the registered owner of an Undivided
Interest in a trust (the "Trust"), the corpus of
_____________________
* MasterCard(R) and VISA (R) are registered trademarks of MasterCard
International Incorporated and Visa USA Incorporated, respectively.
which consists of a portfolio of receivables (the "Receivables") now existing
or hereinafter created and arising in connection with selected MasterCard(R)
and VISA (R) credit card accounts (the "Accounts") of First USA Bank, National
Association, a national banking association organized under the laws of the
United States, all monies due or to become due in payment of the Receivables,
the right to Interchange Amounts and the other assets and interests
constituting the Trust pursuant to the Amended and Restated Pooling and
Servicing Agreement, dated as of March 28, 2002, as supplemented by the Series
2002-CC Supplement, dated as of May 1, 2002 (collectively, the "Pooling and
Servicing Agreement"), by and between First USA Bank, National Association, as
Transferor (the "Transferor") and as Servicer (the "Servicer") and The Bank of
New York (Delaware), as Trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth herein.
To the extent not defined herein, capitalized terms used herein
have the respective meanings assigned to them in the Pooling and Servicing
Agreement. This Investor Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing Agreement, as amended from time to time, the
Investor Certificateholder by virtue of the acceptance hereof assents and by
which the Investor Certificateholder is bound.
Although a summary of certain provisions of the Pooling and
Servicing Agreement is set forth below, this Investor Certificate is qualified
in its entirety by the terms and provisions of the Pooling and Servicing
Agreement and reference is made to that Pooling and Servicing 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.
Beginning on June 14, 2002 and on each Transfer Date thereafter,
the Trustee shall distribute to the Investor Certificateholder of record as of
the last Business Day of the calendar month preceding such Transfer Date such
amounts as are payable pursuant to the Pooling and Servicing Agreement and as
are requested by the certificate delivered to the Trustee by the Servicer
pursuant to Section 4.06 of the Pooling and Servicing Agreement. The Series
2002-CC Termination Date is the earlier to occur of (i) the day after the
Transfer Date on which the Invested Amount of the Series 2002-CC Certificate
is paid in full and (ii) the Trust Termination Date. Principal with respect to
the Series 2002-CC Certificate will be paid under the circumstances described
in the Pooling and Servicing Agreement.
Pursuant to Section 6.15 of the Pooling and Servicing Agreement,
the Investor Certificateholder may purchase Additional Invested Amounts on the
terms and conditions specified therein. The Investor Certificateholder is
authorized to record on the grid attached to its Certificate (or at such
Investor Certificateholder's option, in its internal books and records) the
date and amount of any Additional Invested Amount purchased by it, and each
payment thereof; provided that failure to make any such recordation on such
grid or any error in such grid shall not adversely affect such Investor
Certificateholder's rights with respect to its Invested Amount and its right
to receive interest payments in respect of the Invested Amount held by such
Investor Certificateholder.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Investor
Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement, or be valid for any purpose.
This Investor Certificate shall constitute a "security" within
the meaning of (i) Article 8 of the Uniform Commercial Code (including Section
8-102(a)(15) thereof) as in effect from time to time in the State of Delaware
and (ii) the Uniform Commercial Code of any other applicable jurisdiction that
currently or hereinafter substantially includes the 1994 revisions to Article
8 thereof as adopted by the American Law Institute and the National Conference
of Commissioners on Uniform State Laws and approved by the American Bar
Association on February 14, 1995.
This Investor Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to the
conflict of law principles thereof.
IN WITNESS WHEREOF, the Transferor has caused this Series
2002-CC Certificate to be duly executed on this 1st day of May, 2002.
FIRST USA BANK, NATIONAL ASSOCIATION
By:__________________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is the Series 2002-CC Certificate referred to in the
within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK (DELAWARE)
as Authenticating Agent
By:__________________________________
Name:
Title:
Date: __________, 2002
Date Beginning Additional Principal Ending
Invested Invested Payment Invested
Amount Amount Amount
Exhibit B
---------
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
FIRST USA BANK, NATIONAL ASSOCIATION
FIRST USA CREDIT CARD MASTER TRUST, SERIES 2002-CC
Monthly Period:
Transfer Date:
The undersigned, a duly authorized representative of First USA Bank, National
Association (the "Bank"), as Servicer, pursuant to the Amended and Restated
Pooling and Servicing Agreement dated as of March 28, 2002 (the "Pooling and
Servicing Agreement") and the Series 2002-CC Supplement, dated as of May 1,
2002 (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 4.06 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.
A. Instruction to make deposits and withdrawals
1. Pursuant to subsection 4.06(a), the amount to be paid to the Series
2002-CC Certificateholder on the Transfer Date in respect of Collections
of Finance Charge Receivables $
2. Pursuant to subsection 4.06(b)(i), the amount to be paid to the Series
2002-CC Certificateholder on the Transfer Date in respect of Collections
of Principal Receivables allocated to Series 2002-CC $
3. Pursuant to subsection 4.06(b)(ii), the amount to be paid to the Series
2002-CC Certificateholder on the Transfer Date in respect of Remaining
Excess Principal Collections from other Series $
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Certificate on this [ ] day of [ ], 2002.
FIRST USA BANK, NATIONAL ASSOCIATION,
as Servicer
By:______________________________
Name:
Title:
Exhibit C
---------
MONTHLY CERTIFICATEHOLDERS' STATEMENT
FIRST USA BANK, NATIONAL ASSOCIATION
FIRST USA CREDIT CARD MASTER TRUST, SERIES 2002-CC
Monthly Period:
Transfer Date:
Under Section 5.02 of the Amended and Restated Pooling and Servicing Agreement
dated as of March 28, 2002 (the "Pooling and Servicing Agreement") by and
between First USA Bank, National Association (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 theDistribution
Date noted above and with respect to the performance of theTrust during the
month noted above is set forth below. Capitalized terms used in this Monthly
Certificateholders' Statement have their respective meanings set forth in the
Pooling and Servicing Agreement.
A. Information Regarding the Current Monthly Distribution
1. The total amount to be distributed to Certificateholders on the Transfer
Date $
2. The amount set forth in item 1 above representing Collections of
Principal Receivables allocated to Series 2002-CC $
3. The amount set forth in item 1 above representing Remaining Excess
Principal Collections allocated to Series 2002-CC $
4. The amount of the distribution set forth in 1 above representing
Collections of Finance Charge Receivables allocated to Series 2002-CC as
well as any other amounts to be treated as Series 2002-CC Finance Charge
Collections
B. Information Regarding the Performance of the Trust
1. The aggregate amount of Receivables in the Trust as of the last day of
the Monthly Period $
2. The aggregate amount of Principal Receivables in the Trust as of the
last day of the Monthly Period$
3. The Invested Amount as of the last day of the Monthly Period $
4. The Invested Amount used in calculating the Floating Allocation
Percentage for the current Monthly Period$
5. The Invested Amount used in calculating the Principal Allocation
Percentage for the current Monthly Period$
6. The aggregate amount of outstanding balances in the Accounts which were
delinquent as of the end of the day of the last day of the Monthly
Period
(a) 30-59 days $
(b) 60-89 days $
(c) 90-119 days $
(d) 120-149 days $
(e) 150-179 days $
Total $
7. 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") $
8. The amount of the Investor Monthly Servicing Fee payable to the Servicer
for the Monthly Period$
9. The total Additional Invested Amount to be added to the Invested Amount
on the Transfer Date $
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Certificate on this [ ] day of [ ] 2002.
FIRST USA BANK, NATIONAL ASSOCIATION,
as Servicer
By:______________________________
Name:
Title:
