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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 26, 1996
First Union National Bank of Georgia
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Georgia 33-98546 58-1051808
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(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer
Identification Number)
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999 Peachtree Street
Atlanta, Georgia 30309
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(Address of Principal Executive Office) (Zip Code)
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Registrant's telephone number, including area code (404) 827-7350
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Items 1-4. Not Applicable
Item 5. On June 13, 1996 the Pooling and Servicing Agreement for the
First Union Master Credit Card Trust, dated as of September
29, 1995 between First Union National Bank of Georgia, as
Transferor and Servicer, and the Bank of New York, as Trustee
was amended by the Third Amendment to the Pooling and
Servicing Agreement, dated as of June 13, 1996. On June 22,
1996 First Union National of Georgia and the Bank of New York
executed Reassignment No. 1 of Receivables, dated June 22,
1996.
Item 6. Not Applicable.
Item 7. Exhibits.
The following are filed as Exhibits to this Report under Exhibits 4.1
and 4.2.
Exhibit 4.1 Third Amendment to Pooling and Servicing
Agreement, dated June 13, 1996
Exhibit 4.2 Reassignment No. 1 of Receivables, dated June
22, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
FIRST UNION NATIONAL BANK
OF GEORGIA
By: /s/ James H. Gilbraith
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Name: James H. Gilbraith
Title: Vice President
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EXHIBIT INDEX
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Exhibit Description Page
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Exhibit 4.1 Third Amendment to Pooling and 5
Servicing Agreement, dated June 13, 1996
Exhibit 4.2 Reassignment No. 1 of Receivables, dated 10
June 22, 1996.
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Exhibit 4.1
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EXECUTION COPY
THIRD AMENDMENT
TO
POOLING AND SERVICING AGREEMENT
THIS THIRD AMENDMENT TO THE FIRST UNION MASTER CREDIT CARD
TRUST POOLING AND SERVICING AGREEMENT, dated as of June 13, 1996 (the "Third
Amendment") is by and between FIRST UNION NATIONAL BANK OF GEORGIA, as
Transferor and Servicer, and THE BANK OF NEW YORK, as Trustee.
WHEREAS the Transferor and Servicer and the Trustee have
executed that certain Pooling and Servicing Agreement, dated as of September
29, 1995, as amended by the First Amendment to Pooling and Servicing Agreement
dated as of February 22, 1996 and as further amended by the Second Amendment to
Pooling and Servicing Agreement dated as of March 31, 1996 (as amended from
time to time, the "Pooling and Servicing Agreement");
WHEREAS the Transferor and Servicer and the Trustee wish to
amend the Pooling and Servicing Agreement as provided herein;
NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto agree as follows:
SECTION 1. Amendment of Section 2.07.
(a) Subsection 2.07(b)(vi) of the Pooling and Servicing
Agreement is hereby deleted in its entirety and replaced with the following:
(vi) [Reserved]
(b) The first sentence of subsection 2.07(b)(vii) of the
Pooling and Servicing Agreement is hereby deleted in its entirety and replaced
with the following:
the Transferor shall have delivered to the Trustee an Officer's
Certificate confirming the items set forth in clauses (i) through (v)
above.
(c) The last sentence of Section 2.07 of the Pooling and
Servicing Agreement is hereby amended in its entirety to read as follows:
Upon satisfaction of the above conditions, the Trustee shall execute
and deliver the Reassignment to the Transferor, and the Receivables
from the Removed Accounts shall no longer constitute a part of the
Trust and all right, title and interest of the Trust, and any Person
with an interest in the Trust, shall be terminated and released with
respect to the Removed Accounts and the related Receivables.
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SECTION 2. Effectiveness. The amendments provided for by
this Third Amendment shall become effective upon:
(a) receipt by the Trustee of an Officer's Certificate of the
Transferor that the terms of this Third Amendment will not adversely affect in
any material respect the interests of any Investor Certificateholder;
(b) receipt by the Transferor, the Servicer and the Trustee
of a notification in writing from each Rating Agency that the terms of this
Third Amendment will not result in a reduction or withdrawal of the rating of
any outstanding Series or Class to which it is a Rating Agency;
(c) receipt by the Trustee of a consent to this Third
Amendment, executed by the Required Banks (as such term is defined in the
Series 1995-A Loan Agreement (the "Series 1995-A Loan Agreement"), dated as of
September 29, 1995, among the Trustee, the Transferor and Servicer and the
agent named therein (the "Series 1995-A Agent")), delivered by the Series
1995-A Agent;
(d) receipt by the Trustee of a consent to this Third
Amendment, executed by the Majority Investors (as such term is defined in the
Series 1996-1 Loan Agreement (the "Series 1996-1 Loan Agreement"), dated as of
March 5, 1996, among the Trustee, the Transferor and Servicer and the agent
named therein (the "Series 1996-1 Agent")), delivered by the Series 1996-1
Agent; and
(e) receipt by the Transferor and Servicer and the Trustee of
counterparts of this Third Amendment, duly executed by the parties hereto.
SECTION 3. Pooling and Servicing Agreement in Full Force and
Effect as Amended. Except as specifically amended or waived hereby, all of the
terms and conditions of the Pooling and Servicing Agreement shall remain in
full force and effect. All references to the Pooling and Servicing Agreement
in any other document or instrument shall be deemed to mean such Pooling and
Servicing Agreement as amended by this Third Amendment. This Third Amendment
shall not constitute a novation of the Pooling and Servicing Agreement, but
shall constitute an amendment thereof. The parties hereto agree to be bound by
the terms and obligations of the Pooling and Servicing Agreement, as amended by
this Third Amendment, as though the terms and obligations of the Pooling and
Servicing Agreement were set forth herein.
SECTION 4. Counterparts. This Third Amendment may be
executed in any number of counterparts and by separate parties hereto on
separate counterparts, each of which when executed shall be deemed an original,
but all such counterparts taken together shall constitute one and the same
instrument.
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SECTION 5. Governing Law. THIS THIRD AMENDMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, 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 6. Defined Terms. Capitalized terms used herein and
not otherwise defined shall have the meanings assigned to such terms in the
Pooling and Servicing Agreement.
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IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this Third Amendment to be duly executed by their
respective officers as of the day and year first above written.
FIRST UNION NATIONAL
BANK OF GEORGIA,
TRANSFEROR AND SERVICER
By: /s/ James H. Gilbraith II
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Name: James H. Gilbraith II
Title: Vice President and
Managing Director
THE BANK OF NEW YORK,
TRUSTEE
By: /s/ Joseph G. Ernst
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Name: Joseph G. Ernst
Title: Assistant Vice President
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Exhibit 4.2
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EXECUTION COPY
REASSIGNMENT NO. 1 OF RECEIVABLES
REASSIGNMENT NO. 1 OF RECEIVABLES, dated as of June 22, 1996
(the "Reassignment"), by and between First Union National Bank of Georgia, a
national banking association organized under the laws of the United States (the
"Bank"), and The Bank of New York, a banking corporation organized under the
laws of the State of New York (the "Trustee") pursuant to the Pooling and
Servicing Agreement referred to below.
W I T N E S S E T H:
WHEREAS, the Bank and the Trustee are parties to the Pooling
and Servicing Agreement, dated as of September 29, 1995 (hereinafter as such
agreement may have been, or may from time to time be, amended, supplemented or
otherwise modified, the "Pooling and Servicing Agreement");
WHEREAS, pursuant to the Pooling and Servicing Agreement, the
Bank wishes to remove all Receivables from certain designated Accounts of the
Bank (the "Removed Accounts") and to cause the Trustee to reconvey the
Receivables of such Removed Accounts, whether now existing or hereafter
created, from the Trust to the Bank (as each such term is defined in the
Pooling and Servicing Agreement); and
WHEREAS, the Trustee is willing to accept such designation and
to reconvey the Receivables in the Removed Accounts subject to the terms and
conditions hereof;
NOW, THEREFORE, the Bank and the Trustee hereby agree as
follows:
1. Defined Terms. All terms defined in the Pooling and
Servicing Agreement and used herein shall have such defined meanings when used
herein, unless otherwise defined herein.
"Removal Date" shall mean, with respect to the Removed
Accounts designated hereby, June 22, 1996.
"Removal Notice Date" shall mean, with respect to the Removed
Accounts designated hereby, May 30, 1996 (which shall be a date on or
prior to the fifth Business Day prior to the Removal Date).
2. Designation of Removed Accounts.
(a) The Bank shall deliver to the Trustee, not later than
five Business Days after the Removal Date, a computer file or
microfiche list containing a true and complete list of each
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MasterCard and VISA account which as of the Removal Date shall be
deemed to be a Removed Account, such accounts being identified by
account number and by the aggregate amount of Receivables in such
accounts as of the close of business on the Removal Date. Such list
shall be marked as Schedule 1 to this Reassignment and shall be
incorporated into and made a part of this Reassignment as of the
Removal Date.
(b) The Bank shall remove the designation "S" from the Pool
Index File for the Removed Accounts.
3. Conveyance of Receivables.
(a) The Trustee, on behalf of the Trust, does hereby
reconvey to the Bank, without recourse on and after the Removal Date,
all right, title and interest of the Trust in and to the Receivables
now existing and hereafter created in the Removed Accounts designated
hereby, all monies due or to become due with respect thereto
(including all Finance Charge Receivables), all proceeds (as defined
in Section 9-306 of the UCC as in effect in the State of Georgia) of
such Receivables, Insurance Proceeds relating to such Receivables and
the proceeds thereof.
(b) In connection with such transfer, the Trustee agrees
to execute and deliver to the Bank on or prior to the date of this
Reassignment, a termination statement with respect to the Receivables
now existing and hereafter created in the Removed Accounts designated
hereby (which may be a single termination statement with respect to
all such Receivables) evidencing the release by the Trust of its Lien
on the Receivables in the Removed Accounts, and meeting the
requirements of applicable state law, in such manner and such
jurisdictions as are necessary to remove such Lien.
4. Representations and Warranties of the Bank. The Bank
hereby represents and warrants to the Trust as of the Removal Date:
(a) Legal Valid and Binding Obligation. This
Reassignment constitutes a legal, valid and binding obligation of the
Bank enforceable against the Bank in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect affecting the enforcement of creditors' rights in
general and the rights of creditors of national banking associations
and except as such enforceability may be limited by general principles
of equity (whether considered in a suit at law or in equity).
(b) Selection Procedures. No selection procedures
believed by the Bank to be materially adverse to the interests of the
Investor Certificateholders were utilized in selecting the Removed
Accounts designated hereby.
5. Conditions Precedent. The amendment of the Pooling
and Servicing Agreement set forth in Section 6 hereof is subject to the
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satisfaction, on or prior to the Removal Date, of the following condition
precedent:
The Bank shall have delivered to the Trustee an Officer's
Certificate certifying that (i) as of the Removal Date, all
requirements set forth in Section 2.07 of the Pooling and Servicing
Agreement for designating Removed Accounts and reconveying the
Receivables of such Removed Accounts, whether now existing or
hereafter created, have been satisfied, and (ii) each of the
representations and warranties made by the Bank in Section 4 hereof is
true and correct as of the Removal Date. The Trustee may conclusively
rely on such Officer's Certificate, shall have no duty to make
inquiries with regard to the matters set forth therein, and shall
incur no liability in so relying.
6. Amendment of the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement is hereby amended to provide that all
references therein to the "Pooling and Servicing Agreement," to "this
Agreement" and "herein" shall be deemed from and after the Removal Date to be a
dual reference to the Pooling and Servicing Agreement as supplemented by this
Reassignment. Except as expressly amended hereby, all of the representations,
warranties, terms, covenants and conditions to the Pooling and Servicing
Agreement shall remain unamended and shall continue to be, and shall remain, in
full force and effect in accordance with its terms and except as expressly
provided herein shall not constitute or be deemed to constitute a waiver of
compliance with or a consent to non-compliance with any term or provision of
the Pooling and Servicing Agreement.
7. Counterparts. This Reassignment may be executed in
two or more counterparts (and by different parties on separate counterparts),
each of which shall be an original, but all of which together shall constitute
one and the same instrument.
8. Governing Law. THIS REASSIGNMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS.
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IN WITNESS WHEREOF, the undersigned have caused this
Reassignment to be duly executed and delivered by their respective duly
authorized officers on the day and year first above written.
First Union National
Bank of Georgia
By: /s/ James H. Gilbraith II
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Name: James H. Gilbraith II
Title: Vice President and
Managing Director
The Bank of New York
as Trustee
By: /s/ Joseph G. Ernst
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Name: Joseph G. Ernst
Title: Assistant Vice President
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Schedule 1
to Reassignment
of Receivables
REMOVED ACCOUNTS
1
