<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
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) March 27, 1997
First Union National Bank of Georgia
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
on behalf of
First Union Master Credit Card Trust
- --------------------------------------------------------------------------------
United States 33-98546 58-1051808
- ------------------------------- ------------------------ --------------
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification
Number)
999 Peachtree Street
Atlanta, Georgia 30309
------------------------------------- ----------
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (404) 827-7350
N/A
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
INFORMATION TO BE INCLUDED IN THE REPORT
Items 1-4. Not Applicable
Item 5. The First Union Master Credit Card Trust's Annual Independent
Accountant's Reports of KPMG Peat Marwick LLP were completed
on March 27, 1997.
Effective March 31, 1997, the First Union Master Credit Card
Trust's Series 1996-1 Supplement, dated as of March 5, 1996
(the "Series 1996-1 Supplement"), to the Pooling and Servicing
Agreement, dated as of September 29, 1995, as amended by the
First Amendment to the Pooling and Servicing Agreement, dated
as of February 22, 1996 and as further amended by the Second
Amendment to the Pooling and Servicing Agreement, dated as of
March 31, 1996 and as further amended by the Third Amendment
to the Pooling and Servicing Agreement, dated as of June 13,
1996 (as amended from time to time, the "Pooling and Servicing
Agreement") was amended by the Second Amendment to the Series
1996-1 Supplement to the Pooling and Servicing Agreement
dated as of March 31, 1997. Effective March 31, 1997, the
First Union Master Credit Card Trust's Series 1996-2
Supplement, dated as of April 23, 1996 (the "Series 1996-2
Supplement), to the Pooling and Servicing Agreement was
amended by the Second Amendment to the Series 1996-2
Supplement to the Pooling and Servicing Agreement dated
as of March 31, 1997. The purpose of these amendments is to
reduce the amount of servicing compensation paid to First
Union National Bank of Georgia to $0 for the calendar months
of April, May and June of 1997. As a result, the "Base Rate"
as such term is defined in each of the Series 1996-1
Supplement and the Series 1996-2 Supplement will be lower for
those months than would otherwise be the case.
Item 6. Not Applicable.
Item 7. Exhibits.
The following are filed as Exhibits to this Report under
Exhibits 4.1, 4.2 and 99.1.
Exhibit 4.1 Second Amendment to Series 1996-1 Series
Supplement to the Pooling and Servicing
Agreement.
Exhibit 4.2 Second Amendment to Series 1996-2 Series
Supplement to the Pooling and Servicing
Agreement.
Exhibit 99.1 Annual Independent Accountant's Reports of
KPMG Peat Marwick LLP.
Items 8-9. Not Applicable.
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on
their behalf by the undersigned hereunto duly authorized.
FIRST UNION NATIONAL BANK
OF GEORGIA
By: /s/ James H. Gilbraith II
----------------------------
Name: James H. Gilbraith II
Title: Vice President and
Managing Director
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
Exhibit 4.1 Second Amendment to Series 1996-1 Series Supplement to the Pooling and
Servicing Agreement.
Exhibit 4.2 Second Amendment to Series 1996-2 Series Supplement to the Pooling and
Servicing Agreement.
Exhibit 99.1 Annual Independent Accountant's Reports of KPMG Peat Marwick LLP.
</TABLE>
4
<PAGE> 1
EXHIBIT 4.1
EXECUTION COPY
SECOND AMENDMENT
TO THE
SERIES 1996-1 SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT
THIS SECOND AMENDMENT TO THE SERIES 1996-1 SUPPLEMENT TO THE
POOLING AND SERVICING AGREEMENT (this "Amendment"), dated as of March 31, 1997
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 the Pooling and Servicing
Agreement, dated as of February 22, 1996 and as further amended by the Second
Amendment to the Pooling and Servicing Agreement, dated as of March 31, 1996
and as further amended by the Third Amendment to the Pooling and Servicing
Agreement, dated as of June 13, 1996 (as amended from time to time, the
"Pooling and Servicing Agreement");
WHEREAS the Transferor and the Servicer and the Trustee have
executed that certain Series 1996-1 Supplement to the Pooling and Servicing
Agreement, dated as of March 5, 1996, as amended by the First Amendment to the
Series 1996-1 Supplement to the Pooling and Servicing Agreement, dated as of
January 1, 1997 (as amended from time to time, the "Series 1996-1 Supplement,"
and together with the Pooling and Servicing Agreement, the "Agreement");
WHEREAS the Transferor and Servicer and the Trustee wish to
amend the Series 1996-1 Supplement as provided herein;
NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto agree as follows:
SECTION 1. Amendments of Section 2.
(a) The definition of "Investor Servicing Fee" in Section 2 is
hereby amended to read as follows:
"Investor Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof; provided, however, that with
respect to the Monthly Periods of April 1997, May 1997 and June 1997,
the Investor Servicing Fee shall equal 0%.
<PAGE> 2
(b) The definition of "Class A Servicing Fee" in Section 2 is
hereby amended to read as follows:
"Class A Servicing Fee" shall have the meaning specified in
subsection 3(a) of this Series Supplement; provided, however, that with respect
to the Monthly Periods of April 1997, May 1997 and June 1997, the Class A
Servicing Fee shall equal 0%.
(c) The definition of "Class B Servicing Fee" in Section 2 is
hereby amended to read as follows:
"Class B Servicing Fee" shall have the meaning specified in
subsection 3(a) hereof; provided, however, that with respect to the Monthly
Periods of April 1997, May 1997 and June 1997, the Class B Servicing Fee shall
equal 0%.
(d) The definition of "Collateral Interest Servicing Fee" in
Section 2 is hereby amended to read as follows:
"Collateral Interest Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof; provided, however, that with respect to
the Monthly Periods of April 1997, May 1997 and June 1997, the Collateral
Interest Servicing Fee shall equal 0%.
(e) The definition of "Servicer Interchange" in Section 2 is
hereby amended to read as follows:
"Servicer Interchange" shall mean, for any Monthly Period, the
portion of Collections of Finance Charge Receivables allocated to the Investor
Certificates and deposited in the Finance Charge Account with respect to such
Monthly Period that is attributable to Interchange; provided, however, that
Servicer Interchange for a Monthly Period shall not exceed one-twelfth of the
product of (i) the Adjusted Investor Interest as of the last day of such
Monthly Period and (ii) .75%; provided further, however, that with respect to
the Monthly Periods of April 1997, May 1997 and June 1997, the Servicer
Interchange shall equal 0%.
SECTION 2. Effectiveness. The amendment provided for by this
Amendment shall become effective upon receipt by the Trustee of the following,
each of which shall be satisfactory to the Trustee in its sole discretion:
(a) An Officer's Certificate from the Transferor to the
effect that the terms of this Amendment will not adversely affect in any
material respect the interests of any Investor Certificateholder.
(b) A written notice from each Rating Agency that this
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.
2
<PAGE> 3
(c) A written notice from the Transferor and the Servicer to
the effect that the Transferor and the Servicer have received the written
notice referred to above in subsection 2(b).
(d) Counterparts of this Amendment, duly executed by the
parties hereto.
SECTION 3. Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the terms and
conditions of the Agreement shall remain in full force and effect. All
references to the Agreement in any other document or instrument shall be deemed
to mean such Agreement as amended by this Amendment. This Amendment shall not
constitute a novation of the Agreement, but shall constitute an amendment
thereof. The parties hereto agree to be bound by the terms and obligations of
the Agreement, as amended by this Amendment, as though the terms and
obligations of the Agreement were set forth herein.
SECTION 5. Counterparts. This 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.
SECTION 6. Governing Law. THIS 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 7. Defined Terms. Capitalized terms used herein and
not otherwise defined shall have the meanings assigned to such terms in the
Series 1996-1 Supplement.
3
<PAGE> 4
IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this 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
------------------------------
Name: James H. Gilbraith, II
Title: Vice President and
Managing Director
THE BANK OF NEW YORK,
Trustee
By: /s/ Cheryl L. Laser
-----------------------------
Name: Cheryl L. Laser
Title: Assistant Vice President
<PAGE> 1
EXHIBIT 4.2
EXECUTION COPY
SECOND AMENDMENT
TO THE
SERIES 1996-2 SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT
THIS SECOND AMENDMENT TO THE SERIES 1996-2 SUPPLEMENT TO THE
POOLING AND SERVICING AGREEMENT (this "Amendment"), dated as of March 31, 1997
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 the Pooling and Servicing
Agreement, dated as of February 22, 1996 and as further amended by the Second
Amendment to the Pooling and Servicing Agreement, dated as of March 31, 1996
and as further amended by the Third Amendment to the Pooling and Servicing
Agreement, dated as of June 13, 1996 (as amended from time to time, the
"Pooling and Servicing Agreement");
WHEREAS the Transferor and the Servicer and the Trustee have
executed that certain Series 1996-2 Supplement to the Pooling and Servicing
Agreement, dated as of April 23, 1996, as amended by the First Amendment to the
Series 1996-2 Supplement to the Pooling and Servicing Agreement, dated as of
January 1, 1997 (as amended from time to time, the "Series 1996-2 Supplement,"
and together with the Pooling and Servicing Agreement, the "Agreement");
WHEREAS the Transferor and Servicer and the Trustee wish to
amend the Series 1996-2 Supplement as provided herein;
NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto agree as follows:
SECTION 1. Amendments of Section 2.
(a) The definition of "Investor Servicing Fee" in Section 2 is
hereby amended to read as follows:
"Investor Servicing Fee" shall have the meaning specified
in subsection 3(a) hereof; provided, however, that with respect to
the Monthly Periods of April 1997, May 1997 and June 1997, the
Investor Servicing Fee shall equal 0%.
<PAGE> 2
(b) The definition of "Class A Servicing Fee" in Section 2 is
hereby amended to read as follows:
"Class A Servicing Fee" shall have the meaning specified in
subsection 3(a) of this Series Supplement; provided, however, that with respect
to the Monthly Periods of April 1997, May 1997 and June 1997, the Class A
Servicing Fee shall equal 0%.
(c) The definition of "Class B Servicing Fee" in Section 2 is
hereby amended to read as follows:
"Class B Servicing Fee" shall have the meaning specified in
subsection 3(a) hereof; provided, however, that with respect to the Monthly
Periods of April 1997, May 1997 and June 1997, the Class B Servicing Fee shall
equal 0%.
(d) The definition of "Collateral Interest Servicing Fee" in
Section 2 is hereby amended to read as follows:
"Collateral Interest Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof; provided, however, that with respect to
the Monthly Periods of April 1997, May 1997 and June 1997, the Collateral
Interest Servicing Fee shall equal 0%.
(e) The definition of "Servicer Interchange" in Section 2 is
hereby amended to read as follows:
"Servicer Interchange" shall mean, for any Monthly Period, the
portion of Collections of Finance Charge Receivables allocated to the Investor
Certificates and deposited in the Finance Charge Account with respect to such
Monthly Period that is attributable to Interchange; provided, however, that
Servicer Interchange for a Monthly Period shall not exceed one-twelfth of the
product of (i) the Adjusted Investor Interest as of the last day of such
Monthly Period and (ii) .75%; provided further, however, that with respect to
the Monthly Periods of April 1997, May 1997 and June 1997, the Servicer
Interchange shall equal 0%.
SECTION 2. Effectiveness. The amendment provided for by this
Amendment shall become effective upon receipt by the Trustee of the following,
each of which shall be satisfactory to the Trustee in its sole discretion:
(a) An Officer's Certificate from the Transferor to the
effect that the terms of this Amendment will not adversely affect in any
material respect the interests of any Investor Certificateholder.
(b) A written notice from each Rating Agency that this
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.
2
<PAGE> 3
(c) A written notice from the Transferor and the Servicer to
the effect that the Transferor and the Servicer have received the written
notice referred to above in subsection 2(b).
(d) Counterparts of this Amendment, duly executed by the
parties hereto.
SECTION 3. Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the terms and
conditions of the Agreement shall remain in full force and effect. All
references to the Agreement in any other document or instrument shall be deemed
to mean such Agreement as amended by this Amendment. This Amendment shall not
constitute a novation of the Agreement, but shall constitute an amendment
thereof. The parties hereto agree to be bound by the terms and obligations of
the Agreement, as amended by this Amendment, as though the terms and
obligations of the Agreement were set forth herein.
SECTION 5. Counterparts. This 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.
SECTION 6. Governing Law. THIS 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 7. Defined Terms. Capitalized terms used herein and
not otherwise defined shall have the meanings assigned to such terms in the
Series 1996-2 Supplement.
3
<PAGE> 4
IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this 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
------------------------------
Name: James H. Gilbraith, II
Title: Vice President and
Managing Director
THE BANK OF NEW YORK,
Trustee
By: /s/ Cheryl L. Laser
------------------------------
Name: Cheryl L. Laser
Title: Assistant Vice President
<PAGE> 1
EXHIBIT 99.1
[KPMG PEAT MARWICK LLP LETTERHEAD]
Independent Accountant's Report
First Union Master Credit Card Trust
c/o The Bank of New York, as Trustee
101 Barclay Street
New York, New York 10286
Moody's Investors Service
99 Church Street
New York, New York 10007
Standard & Poor's
25 Broadway
New York, New York 10004
First Union National Bank of Georgia
999 Peachtree Street, Suite 1200
Atlanta, Georgia 30309
Ladies and Gentlemen:
We have performed the procedures enumerated below, which were agreed to by
First Union National Bank of Georgia ("FUNBGA") and the other addressees set
forth above, solely to assist the users in evaluating management's assertion
about FUNBGA's compliance with Article III, Section 3.04 (b) of the Pooling and
Servicing Agreement for the First Union Master Credit Card Trust dated as of
September 29, 1995, as amended, including supplements dated March 5, 1996 and
April 23, 1996, by and between FUNBGA, as Transferor and Servicer, and The Bank
of New York, as Trustee (the "Agreement"), during the period March 5, 1996
through December 31, 1996, included in the accompanying Management
Representation on First Union National Bank of Georgia's Compliance, as
Servicer, with Article III, Section 3.04 (b) of the Pooling and Servicing
Agreement. The sufficiency of these procedures is solely the responsibility of
the specified users of the report. Consequently, we make no representation
regarding the sufficiency of the procedures either for the purpose for which
this report has been requested or for any other purpose.
FUNBGA is servicer for each of the following series of Asset Backed
Certificates issued by First Union Master Credit Card Trust (the "Trust"):
$995,273,000 Floating Rate Asset Backed Certificates, Series 1996-1
$324,546,000 Floating Rate Asset Backed Certificates, Series 1996-2
<PAGE> 2
[KPMG PEAT MARWICK LLP LETTERHEAD]
Page 2
First Union Master Credit Card Trust
c/o The Bank of New York, as Trustee
Moody's Investment Service
Standard & Poor's
First Union National Bank of Georgia
March 27, 1997
DEFINITIONS
Unless otherwise indicated, the following conventions and definitions have been
utilized in performing our procedures:
- The term "comparing" means compared to and found to be in
agreement, unless otherwise noted. The term "recomputing" means
calculated and found the amount so calculated to be in agreement,
unless otherwise noted.
- We have assumed amounts to be in agreement if they differ by less
than $1,000 or .01%.
- The term "First Union Portfolio Securitization Reports" means the
reports prepared for FUNBGA by EDS, Inc. ("EDS"). EDS is a
third-party vendor engaged by FUNBGA to provide accounting system
services related to credit cards.
- The term "Prospectus" (individually) or "Prospectuses" (in the
aggregate) means the $995,273,000 First Union Master Credit Card
Trust Series 1996-1 Asset Backed Certificates Prospectus Supplement
dated February 28, 1996 and the $324,546,000 First Union Master
Credit Card Trust Series 1996-2 Asset Backed Certificates
Prospectus Supplement dated April 17, 1996.
- The "Investor Balance" was recomputed as the sum of the total
outstandings of the Class A, Class B and Collateral Interest
amounts for both of the Series 1996-1 and 1996-2 in the applicable
Prospectuses.
- The "Series Investor Balance" was recomputed as the sum of the
total outstandings of the Class A, Class B and Collateral Interest
amounts in the Prospectus for the applicable Series.
- The "Investor Percentage" was recomputed by dividing the Investor
Balance by "Principal, Calculated Closing" in the First Union
Portfolio Securitization Daily Change in Balance report for the
previous month-end.
- The "Series Investor Percentage" was recomputed by dividing the
Series Investor Balance by "Principal, Calculated Closing" in the
First Union Portfolio Securitization Daily Change in Balance
report for the previous month-end.
<PAGE> 3
[KPMG PEAT MARWICK LLP LETTERHEAD]
Page 3
First Union Master Credit Card Trust
c/o The Bank of New York, as Trustee
Moody's Investment Service
Standard & Poor's
First Union National Bank of Georgia
March 27, 1997
- The "Fixed 1995-A Investor Percentage" was recomputed as the Series
1995-A outstanding balance at March 29, 1996, recomputed from a
spreadsheet prepared by Citicorp and obtained from FUNBGA's
management, divided by "Principal, Calculated Closing" in the First
Union Portfolio Securitization Daily Change in Balance report as of
March 29, 1996.
- The "1996-1 March Series Investor Percentage" was recomputed as the
1996-1 Series Investor Balance divided by "Ending Principal Balance"
at March 5, 1996 in the First Union National Bank Daily Change in
Balance report.
- The "Fixed April Investor Percentage" was recomputed as the sum of
the Fixed 1995-A Investor Percentage and the 1996-1 April Series
Investor Percentage.
- The "Floating April Investor Percentage" was recomputed as the sum
of the Series 1995-A weighted average outstanding balance for the
month of April 1996, recomputed from spreadsheets prepared by
Citicorp and obtained from FUNBGA's management, divided by
"Principal, Calculated Closing" in the First Union Portfolio
Securitization Daily Change in Balance report as of March 29, 1996
and the 1996-1 April Series Investor Percentage.
- The "1996-1 Subsequent April Series Investor Percentage" was
recomputed as the 1996-1 Series Investor Balance divided by
"Principal, Calculated Closing" in the First Union Portfolio
Securitization Daily Change in Balance report as of April 22, 1996.
- The "1996-2 April Series Investor Percentage" was recomputed as the
1996-2 Series Investor Balance divided by "Principal, Calculated
Closing" in the First Union Portfolio Securitization Daily Change in
Balance report as of April 22, 1996.
- The "Fixed May Investor Percentage" was recomputed as the sum of the
Fixed 1995-A Investor Percentage; the 1996-1 May Series Investor
Percentage; and the 1996-2 May Series Investor Percentage.
- The "Floating May Investor Percentage" was recomputed as the sum of
the Series 1995-A weighted average outstanding balance for the
month of May 1996, recomputed from spreadsheets prepared by Citicorp
and obtained from FUNBGA's management, divided by "Principal,
Calculated Closing" in the First Union Portfolio Securitization
Daily Change in Balance report as of April 30 1996; the 1996-1 May
Series Investor Percentage; and the 1996-2 May Series Investor
Percentage.
<PAGE> 4
[KPMG PEAT MARWICK LLP LETTERHEAD]
Page 4
First Union Master Credit Card Trust
c/o The Bank of New York, as Trustee
Moody's Investment Service
Standard & Poor's
First Union National Bank of Georgia
March 27, 1997
- The "June Series Investor Percentage" was recomputed as the sum of
the applicable Series Investor Balance divided by "Principal,
Calculated Closing" in the First Union Portfolio Securitization
Daily Change in Balance report as of May 31, 1996 multiplied by
20/30 and the applicable Series Investor Balance divided by
"Principal, Calculated Closing" in the First Union Portfolio
Securitization Daily Change in Balance report as of June 22, 1996
multiplied by 10/30.
- The "Fixed June Investor Percentage" was recomputed as the sum of
the Fixed 1995-A Investor Percentage; the 1996-1 June Series
Investor Percentage; and the 1996-2 June Series Investor Percentage.
- The "Floating June Investor Percentage" was recomputed as the sum of
the Series 1995-A weighted average outstanding balance for the
period June 1 - June 22, 1996, recomputed from spreadsheets prepared
by Citicorp and obtained from FUNBGA's management, divided by
"Principal, Calculated Closing" in the First Union Portfolio
Securitization Daily Change in Balance report as of May 31, 1996
multiplied by 20/30; the Series 1995-A weighted average outstanding
balance for the period June 23 - June 30, 1996, recomputed from
spreadsheets prepared by Citicorp and obtained from FUNBGA's
management, divided by "Principal, Calculated Closing" in the First
Union Portfolio Securitization Daily Change in Balance report as of
June 22, 1996 multiplied by 10/30; the 1996-1 June Series Investor
Percentage; and the 1996-2 June Series Investor Percentage.
- The "Fixed July Investor Percentage" was recomputed as the sum of
the Fixed 1995-A Investor Percentage; the 1996-1 July Series
Investor Percentage; and the 1996-2 July Series Investor Percentage.
- The "Floating July Investor Percentage" was recomputed as the sum of
the Series 1995-A weighted average outstanding balance for the month
of July 1996, recomputed from spreadsheets prepared by Citicorp and
obtained from FUNBGA's management, divided by "Principal, Calculated
Closing" in the First Union Portfolio Securitization Daily Change in
Balance report as of June 30, 1996; the 1996-1 July Series Investor
Percentage; and the 1996-2 July Series Investor Percentage.
- The "March Balance" was recomputed as the sum of the appropriate
ending amounts as of March 28, 1996 less the appropriate amounts as
of March 1, 1996 and March 4, 1996 in the First Union National Bank
Daily Change in Balance report, and the appropriate amount per the
First Union Portfolio Securitization Daily Change in Balance or
Month to Date Change in Balance report as of March 29, 1996.
<PAGE> 5
[KPMG PEAT MARWICK LLP LETTERHEAD]
Page 5
First Union Master Credit Card Trust
c/o The Bank of New York, as Trustee
Moody's Investment Service
Standard & Poor's
First Union National Bank of Georgia
March 27, 1997
- "Trust Charge-offs" were recomputed as the sum of "Principal, Credit
Chargeoff", "Principal, Bankrupt Chargeoff" and "Principal,
Reinstated Chargeoff", per the First Union Securitization Month to
Date Change in Balance report for the applicable month-end.
- "In-House Recoveries" were recomputed as Trust Charge-offs
multiplied by the ratio of total credit card receivable recoveries
for the applicable month, per the general ledger, to total credit
card receivable charge-offs for the applicable month, per the
general ledger, multiplied by the Investor Percentage.
- "Sales of Contractual Charge-off Recoveries" were recomputed as the
sum of Sale of Contractual Charge-offs, per the general ledger, and
Sale of Contractual Charge-offs (aged), per the general ledger,
multiplied by 21.67%, multiplied by the ratio of the Investor
Balance to the total credit card receivable outstanding balance,
per the general ledger for the previous month-end.
PROCEDURES
We performed the following procedures with respect to the indicated amounts in
the April Monthly Servicer's Certificate (the "Certificates") described in
Article III, Section 3.04 (b) of the Agreement:
Exhibit C of Pooling and Servicing Revised Form of Monthly Servicer's
Certificate
Line 5: Recomputed the amount as the sum of "Principal, Payments", "Fees,
Payments" and "Interest, Payments" in the First Union Portfolio
Securitization Month to Date Change in Balance report as of April
30, 1996.
Line 6: Recomputed the amount as the sum of the March Balance Principal
Receivables multiplied by the 1996-1 March Series Investor
Percentage and the sum of "Principal, Sales", "Principal, Cash
Advances" less "Principal, Returns" in the First Union Portfolio
Securitization Month to Date Change in Balance report as of April
30, 1996 multiplied by the Fixed April Investor Percentage.
Line 7: Recomputed the amount as the sum of the March Balance Collections of
Finance Charge Receivables multiplied by the 1996-1 March Series
Investor Percentage and the sum of "Fees, Payments" and "Interest,
Payments" in the First Union Portfolio Securitization Month to Date
Change in Balance report as of April 30, 1996 multiplied by the
Floating April Investor Percentage.
<PAGE> 6
[KPMG PEAT MARWICK LLP LETTERHEAD]
Page 6
First Union Master Credit Card Trust
c/o The Bank of New York, as Trustee
Moody's Investment Service
Standard & Poor's
First Union National Bank of Georgia
March 27, 1997
Line 8: Recomputed the amount as the sum of the March Balance Net Purchases
multiplied by the 1996-1 March Series Investor Percentage multiplied
by 1.4% and "Principal, Sales" less "Principal, Returns" in the
First Union Portfolio Securitization Month to Date Change in Balance
report as of April 30, 1996 multiplied by the Floating April
Investor Percentage multiplied by 1.4%.
Line 9: Recomputed the amount as the sum of the March Balance Charge-offs
multiplied by the 1996-1 March Series Investor Percentage multiplied
by 5.19% (recomputed as Total Recoveries divided by Total Chargeoffs
per the general ledger for the month of April 1996) and April Trust
Charge-offs multiplied by the Floating April Investor Percentage
multiplied by 5.19%.
Line 10: Recomputed the amount as the sum of the amounts in Line 7, Line 8
and Line 9 of Exhibit C.
Line 11: Compared the amount to "Balance, Calculated Closing" in the First
Union Portfolio Securitization Daily Change in Balance report as of
April 30, 1996.
Line 12: Recomputed the amount as the sum of the March Balance Principal
Payments multiplied by the 1996-1 March Series Investor Percentage
and "Principal, Payments" in the First Union Portfolio
Securitization Month to Date Change in Balance report as of April
30, 1996 multiplied by the Fixed April Investor Percentage.
Line 13: $0 per the Servicer.
Line 14: Recomputed the amount as the sum of the amount in Line 12 of Exhibit
C and "Principal, Payments" in the First Union Portfolio
Securitization Month to Date Change in Balance report as of April
30, 1996 less "Principal, Payments" in the First Union Portfolio
Securitization Month to Date Change in Balance report as of April
22, 1996 multiplied by the 1996-2 April Series Investor Percentage.
Line 15: None per the Servicer.
Schedule to Exhibit C of Series Supplement Revised Schedule to Monthly
Servicer's Certificate
Line 1: Recomputed the amount as the sum of the March Balance Principal
Payments multiplied by the 1996-1 March Series Investor Percentage
and "Principal, Payments" in the First Union Portfolio
Securitization Month to Date Change in Balance report as of April
30, 1996 multiplied by the 1996-1 April Series Investor Percentage.
Line 2: Recomputed the amount as the sum of the March Balance Collections of
Finance Charge Receivables multiplied by the 1996-1 March Series
Investor Percentage and the sum of "Fees, Payments" and "Interest,
Payments" in the First Union Portfolio Securitization Month to Date
Change in Balance report as of April 30, 1996 multiplied by the
1996-1 April Series Investor Percentage.
<PAGE> 7
[KPMG PEAT MARWICK LLP LETTERHEAD]
Page 7
First Union Master Credit Card Trust
c/o The Bank of New York, as Trustee
Moody's Investment Service
Standard & Poor's
First Union National Bank of Georgia
March 27, 1997
Line 3: Recomputed the amount as the sum of the March Balance Net Purchases
multiplied by the 1996-1 March Series Investor Percentage multiplied
by 1.4% and "Principal, Sales" less "Principal, Returns" in the
First Union Portfolio Securitization Month to Date Change in Balance
report as of April 30, 1996 multiplied by the 1996-1 April Series
Investor Percentage multiplied by 1.4%.
Line 4: Compared the amount to the Servicer Interchange first Transfer Date
amount on page 20 of the supplement dated March 5, 1996.
Line 5: Recomputed the amount as the sum of March Balance Charge-offs
multiplied by the 1996-1 March Series Investor Percentage multiplied
by 5.19% (as calculated in Line 9 of Exhibit C); the April Balance
Trust Charge-offs multiplied by the 1996-1 April Series Investor
Percentage multiplied by 5.19%; the amounts in Line 2 and Line 3
less the amount in Line 4 of the Schedule to Exhibit C.
Line 6: Recomputed the amount as the sum of the March Balance Principal
Payments multiplied by the 1996-1 March Series Investor Percentage;
"Principal, Payments" in the First Union Portfolio Securitization
Month to Date Change in Balance report as of April 22, 1996
multiplied by the 1996-1 April Series Investor Percentage; and
"Principal, Payments" in the First Union Portfolio Securitization
Month to Date Change in Balance report as of April 30, 1996 less
"Principal, Payments" in the First Union Portfolio Securitization
Month to Date Change in Balance report as of April 22, 1996
multiplied by the 1996-1 Subsequent April Series Investor
Percentage.
Line 7: N/A per the Servicer.
Line 8: Compared the amount to the sum of Net Interest per spreadsheets
prepared by Sanwa Bank for for the period March 5, 1996 through May
15, 1996 and obtained from FUNBGA's management.
Line 9: $0 per the Servicer.
Line 10: Compared the amount to the Collateral Interest amount in the
applicable Prospectus.
Line 11: (i) and (ii): Compared the amount to an Interest Calculation
spreadsheet prepared by FUNBGA's management.
(iii): Compared the amount to the amount in Line 8 of the
Schedule to Exhibit C.
Line 12: (i), (ii) and (iii): All $0 per the Servicer.
Line 13: (i), (ii) and (iii): Recomputed the amounts as the sum of the
corresponding amounts in Line 11 and Line 12 of the Schedule to
Exhibit C.
Line 14: None per the Servicer.
<PAGE> 8
[KPMG PEAT MARWICK LLP LETTERHEAD]
Page 8
First Union Master Credit Card Trust
c/o The Bank of New York, as Trustee
Moody's Investment Service
Standard & Poor's
First Union National Bank of Georgia
March 27, 1997
FINDINGS
<TABLE>
<CAPTION>
FUNBGA Computed As KPMG Recomputed As
------------------ ------------------
Exhibit C
- ---------
<S> <C> <C>
Line 6 $262,204,241 251,458,581
Line 7 36,655,488 35,468,367
Line 8 1,990,125 1,922,864
Line 9 692,295 672,745
Line 10 39,337,908 38,063,976
Line 12 222,688,196 229,180,309
Line 14 229,307,788 235,799,846
Schedule to Exhibit C
- ---------------------
Line 1 159,814,749 159,146,861
</TABLE>
PROCEDURES
We performed the following procedures with respect to the indicated amounts in
the May Monthly Servicer's Certificate (the "Certificates") described in
Article III, Section 3.04 (b) of the Agreement:
Exhibit C - Form of Monthly Servicer's Certificate
Line 5: Recomputed the amount as the sum of "Principal, Payments", "Fees,
Payments" and "Interest, Payments" in the First Union Portfolio
Securitization Month to Date Change in Balance report as of May 31,
1996 and the sum of "Principal, Payments", "Fees, Payments" and
"Interest, Payments" in the First Union Portfolio Securitization
Month to Date Change in Balance report as of April 30, 1996
multiplied by 3.4%.
Line 6: Recomputed the amount as the sum of "Principal, Sales", "Principal,
Cash Advances" less "Principal, Returns" in the First Union
Portfolio Securitization Month to Date Change in Balance report as
of May 31, 1996 multiplied by the Fixed May Investor Percentage and
the sum of "Principal, Sales", "Principal, Cash Advances" less
"Principal, Returns" in the First Union Portfolio Securitization
Month to Date Change in Balance report as of April 30, 1996
multiplied by 3.4%.
<PAGE> 9
[KPMG PEAT MARWICK LLP LETTERHEAD]
Page 9
First Union Master Credit Card Trust
c/o The Bank of New York, as Trustee
Moody's Investment Service
Standard & Poor's
First Union National Bank of Georgia
March 27, 1997
Line 7: Recomputed the amount as the sum of "Fees, Payments" and "Interest,
Payments" in the First Union Portfolio Securitization Month to Date
Change in Balance report as of May 31, 1996 multiplied by the
Floating May Investor Percentage and the sum of "Fees, Payments" and
"Interest, Payments" in the First Union Portfolio Securitization
Month to Date Change in Balance report as of April 30, 1996
multiplied by 3.4%.
Line 8: Recomputed the amount as the sum of "Principal, Sales" less
"Principal, Returns" in the First Union Portfolio Securitization
Month to Date Change in Balance report as of May 31, 1996 multiplied
by the Floating May Investor Percentage multiplied by 1.4% and
"Principal, Sales" less "Principal, Returns" in the First Union
Portfolio Securitization Month to Date Change in Balance report as
of April 30, 1996 multiplied by 3.4% multiplied by 1.4%.
Line 9: Recomputed the amount as May Trust Charge-offs multiplied by the
Floating May Investor Percentage multiplied by 5% and the April
Trust Charge-offs multiplied by 1.4159% multiplied by 5.19%.
Line 10: Recomputed the amount as the sum of the amounts in Line 7, Line 8
and Line 9 of Exhibit C.
Line 11: Compared the amount to "Balance, Calculated Closing" in the First
Union Portfolio Securitization Daily Change in Balance report as of
May 31, 1996.
Line 12: Recomputed the amount as the sum of "Principal, Payments" in the
First Union Portfolio Securitization Month to Date Change in Balance
report as of May 31, 1996 multiplied by the Fixed May Investor
Percentage and "Principal, Payments" in the First Union Portfolio
Securitization Month to Date Change in Balance report as of April
30, 1996 multiplied by 3.4% .
Line 13: $0 per the Servicer.
Line 14: Compared the amount to the amount in Line 12 of Exhibit C.
Line 15: None per the Servicer.
Schedule to Exhibit C - Schedule to Monthly Servicer's Certificate Series
1996-1
Line 1: Recomputed the amount as "Principal, Payments" in the First Union
Portfolio Securitization Month to Date Change in Balance report as
of May 31, 1996 multiplied by the 1996-1 Series Investor Percentage.
Line 2: Recomputed the amount as the sum of "Fees, Payments" and "Interest,
Payments" in the First Union Portfolio Securitization Month to Date
Change in Balance report as of May 31, 1996 multiplied by the 1996-1
Series Investor Percentage.
<PAGE> 10
[KPMG PEAT MARWICK LLP LETTERHEAD]
Page 10
First Union Master Credit Card Trust
c/o The Bank of New York, as Trustee
Moody's Investment Service
Standard & Poor's
First Union National Bank of Georgia
March 27, 1997
Line 3: Recomputed the amount as "Principal, Sales" less "Principal,
Returns" in the First Union Portfolio Securitization Month to Date
Change in Balance report as of May 31, 1996 multiplied by the 1996-1
Series Investor Percentage multiplied by 1.4%.
Line 4: Recomputed the amount as the Series Investor Balance multiplied by
.75% divided by 12.
Line 5: Recomputed the amount as the sum of Trust Charge-offs multiplied
by the 1996-1 Series Investor Percentage multiplied by 5%; and the
amounts in Line 2 and Line 3 less the amount in Line 4 of the
Schedule to Exhibit C.
Line 6: Compared the amount to the amount in Line 1 of the Schedule to
Exhibit C.
Line 7: N/A per the Servicer.
Line 8: Compared the amount to Net Interest Due Sanwa per a spreadsheet
prepared by Sanwa Bank for May and obtained from FUNBGA's
management.
Line 9: 0 per the Servicer.
Line 10: Compared the amount to the Collateral Interest amount in the
applicable Prospectus.
Line 11: (i) and (ii): Compared the amount to an Interest Calculation
spreadsheet prepared by FUNBGA's management.
(ii) Collateral Interest Holder: Compared the amount to the amount
in Line 8 of the Schedule to Exhibit C.
Line 12: (i), (ii) and (ii) Collateral Interest Holder: All 0 per the
Servicer.
Line 13: (i), (ii) and (ii) Collateral Interest Holder: Recomputed the
amounts as the sum of the corresponding amounts in Line 11 and Line
12 of the Schedule to Exhibit C.
Line 14: None per the Servicer.
Schedule to Exhibit C - Schedule to Monthly Servicer's Certificate Series
1996-2
Line 1: Recomputed the amount as the sum of "Principal, Payments" in the
First Union Portfolio Securitization Month to Date Change in Balance
report as of May 31, 1996 multiplied by the 1996-2 Series Investor
Percentage and the sum of "Principal, Payments" in the First Union
Portfolio Securitization Month to Date Change in Balance report as
of April 30, 1996 multiplied by 3.4%.
<PAGE> 11
[KPMG PEAT MARWICK LLP LETTERHEAD]
Page 11
First Union Master Credit Card Trust
c/o The Bank of New York, as Trustee
Moody's Investment Service
Standard & Poor's
First Union National Bank of Georgia
March 27, 1997
Line 2: Recomputed the amount as the sum of "Fees, Payments" and "Interest,
Payments" in the First Union Portfolio Securitization Month to Date
Change in Balance report as of May 31, 1996 multiplied by the 1996-2
Series Investor Percentage and the sum of "Fees, Payments" and
"Interest, Payments" in the First Union Portfolio Securitization
Month to Date Change in Balance report as of April 30, 1996
multiplied by 3.4%.
Line 3: Recomputed the amount as the sum of "Principal, Sales" less
"Principal, Returns" in the First Union Portfolio Securitization
Month to Date Change in Balance report as of May 31, 1996 multiplied
by the 1996-2 Series Investor Percentage multiplied by 1.4% and
"Principal, Sales" less "Principal, Returns" in the First Union
Portfolio Securitization Month to Date Change in Balance report as
of April 30, 1996 multiplied by 3.4% multiplied by 1.4%.
Line 4: Compared the amount to the Servicer Interchange first Transfer Date
amount on page 20 of the supplement dated April 23, 1996.
Line 5: Recomputed the amount as the sum of May Trust Charge-offs
multiplied by the 1996-2 Series Investor Percentage multiplied by
5%; April Trust Charge-offs multiplied by 1.4159% multiplied by
5.19%; and the amounts in Line 2 and Line 3 less the amount in Line
4 of the Schedule to Exhibit C.
Line 6: Compared the amount to the amount in Line 1 of the Schedule to
Exhibit C.
Line 7: N/A per the Servicer.
Line 8: Compared the amount to Total Interest Due per a memorandum prepared
by The Dai-Ichi Kangyo Bank, Ltd. for May and obtained from FUNBGA's
management.
Line 9: 0 per the Servicer.
Line 10: Compared the amount to the Collateral Interest amount in the
applicable Prospectus.
Line 11: (i) and (ii): Compared the amount to an Interest Calculation
spreadsheet prepared by FUNBGA's management.
(ii) Collateral Interest Holder: Compared the amount to the amount
in Line 8 of the Schedule to Exhibit C.
Line 12: (i), (ii) and (ii) Collateral Interest Holder: All 0 per the
Servicer.
Line 13: (i), (ii) and (ii) Collateral Interest Holder: Recomputed the
amounts as the sum of the corresponding amounts in Line 11 and Line
12 of the Schedule to Exhibit C.
Line 14: None per the Servicer.
<PAGE> 12
[KPMG PEAT MARWICK LLP LETTERHEAD]
Page 12
First Union Master Credit Card Trust
c/o The Bank of New York, as Trustee
Moody's Investment Service
Standard & Poor's
First Union National Bank of Georgia
March 27, 1997
FINDINGS
The 1996-1 May Series Investor Percentage of 26.6546% and the 1996-2 April
Series Investor Percentage for collections of 1.4159% and for other
computations of 3.4% utilized in the above computations could not be
recomputed.
PROCEDURES
We performed the following procedures with respect to the indicated amounts in
each of the Monthly Servicer's Certificates (the "Certificates") described in
Article III, Section 3.04 (b) of the Agreement during the monthly periods of
June 1996 through December 1996:
Exhibit C - Form of Monthly Servicer's Certificate
Line 5: Compared the amount to "Principal, Payments" in the First Union
Portfolio Securitization Month to Date Change in Balance report for
the applicable month-end.
Line 6: Recomputed the amount as the sum of "Fees, Payments" and "Interest,
Payments" in the First Union Portfolio Securitization Month to Date
Change in Balance report for the applicable month-end.
Line 7: Recomputed the amount as the sum of "Principal, Sales" and
"Principal, Cash Advances" less "Principal, Returns" in the First
Union Portfolio Securitization Month to Date Change in Balance
report for the applicable month-end, multiplied by the Investor
Percentage (for the months of June and July 1996 the sum was
multiplied by the Fixed June Investor Percentage and the Fixed July
Investor Percentage, respectively).
Line 8: Recomputed the amount as the amount in Line 6 of Exhibit C
multiplied by the Investor Percentage (for the months of June and
July 1996 the amount was multiplied by the Floating June Investor
Percentage and the Floating July Investor Percentage, respectively).
Line 9: Recomputed the amount as "Principal, Sales" less "Principal,
Returns" in the First Union Portfolio Securitization Month to Date
Change in Balance report for the applicable month-end, multiplied by
the Investor Percentage (for the months of June and July 1996 the
amount was multiplied by the Floating June Investor Percentage and
the Floating July Investor Percentage, respectively) multiplied by
1.4%.
<PAGE> 13
[KPMG PEAT MARWICK LLP LETTERHEAD]
Page 13
First Union Master Credit Card Trust
c/o The Bank of New York, as Trustee
Moody's Investment Service
Standard & Poor's
First Union National Bank of Georgia
March 27, 1997
Line 10: For the month of June: recomputed the amount as Trust Charge-offs
plus $9,029,545, representing bankruptcies as the result of the
removal of accounts at June 22, 1996 (per a spreadsheet obtained
from FUNBGA management), multiplied by 5%, multiplied by the
Floating June Investor Percentage.
For the months of July and August: recomputed the amount as Trust
Charge-offs, multiplied by 5%, multiplied by the Investor Percentage
(for the month of July 1996 the amount was multiplied by the
Floating July Investor Percentage).
For the months of September and October: recomputed the amount as
the sum of In-House Recoveries and Sales of Contractual Charge-off
Recoveries.
For the months of November and December: recomputed the amount as
total recoveries, per the general ledger for the applicable month,
multiplied by the ratio of the Investor Balance to the total credit
card receivable outstanding balance for the previous month-end, per
the general ledger.
Line 11: Recomputed the amount as the sum of the amounts in Line 8, Line 9
and Line 10 of Exhibit C.
Line 12: For the months of June and July: compared the amount to "Balance,
Calculated Closing" in the First Union Portfolio Securitization
Daily Change in Balance report for the applicable month-end.
For the months of August through December: compared the amount to
"Principal, Calculated Closing" in the First Union Portfolio
Securitization Daily Change in Balance report for the applicable
month-end.
Line 13: Recomputed the amount as the amount in Line 5 of Exhibit C
multiplied by the Investor Percentage (for the months of June and
July 1996 the amount was multiplied by the Fixed June Investor
Percentage and the Fixed July Investor Percentage, respectively).
Line 14: None per the Servicer.
Line 15: Compared the amount to Line 13 of Exhibit C.
Line 16: None per the Servicer.
Schedule to Exhibit C - Schedule to Monthly Servicer's Certificate (for both
Series 1996-1 and Series 1996-2)
Line 1: Recomputed the amount as the amount in Line 5 of Exhibit C
multiplied by the applicable Series Investor Percentage.
Line 2: Recomputed the amount as the amount in Line 6 of Exhibit C
multiplied by the applicable Series Investor Percentage.
<PAGE> 14
[KPMG PEAT MARWICK LLP LETTERHEAD]
Page 14
First Union Master Credit Card Trust
c/o The Bank of New York, as Trustee
Moody's Investment Service
Standard & Poor's
First Union National Bank of Georgia
March 27, 1997
Line 3: Recomputed the amount as "Principal, Sales" less "Principal,
Returns" in the First Union Portfolio Securitization Month to Date
Change in Balance report for the applicable month-end, multiplied by
the applicable Series Investor Percentage multiplied by 1.4%.
Line 4: Recomputed the amount as the Series Investor Balance multiplied by
.75% divided by 12.
Line 5: Recomputed the amount as the amount in Line 10 of Exhibit C
multiplied by the ratio of the applicable Series Investor Balance to
the Investor Balance added to the sum of the amounts in Line 2 and
Line 3 less the amount in Line 4 of the applicable Schedule to
Exhibit C.
Line 6: Compared the amount to the amount in Line 1 of the applicable
Schedule to Exhibit C.
Line 7: N/A per the Servicer.
Line 8: Compared the amount to Net Interest Due Sanwa per a spreadsheet
prepared by Sanwa Bank for the applicable month and obtained from
FUNBGA's management for Series 1996-1 and compared the amount to
Total Interest Due per a memorandum prepared by The Dai-Ichi Kangyo
Bank, Ltd. for the applicable month and obtained from FUNBGA's
management for Series 1996-2.
Line 9: 0.00 per the Servicer.
Line 10: Compared the amount to the Collateral Interest amount in the
applicable Prospectus.
Line 11: (i) and (ii): Compared the amount to Interest Payable per separate
memorandums for Series 1996-1 and 1996-2 prepared by The Bank of
New York for the applicable month and obtained from FUNBGA's
management.
(ii) Collateral Interest Holder: Compared the amount to the amount
in Line 8 of the applicable Schedule to Exhibit C.
Line 12: (i), (ii) and (ii) Collateral Interest Holder: All 0.00 per the
Servicer.
Line 13: (i), (ii) and (ii) Collateral Interest Holder: Recomputed as the
sum of the corresponding amounts in Line 11 and Line 12 of the
applicable Schedule to Exhibit C.
Line 14: None per the Servicer.
<PAGE> 15
[KPMG PEAT MARWICK LLP LETTERHEAD]
Page 15
First Union Master Credit Card Trust
c/o The Bank of New York, as Trustee
Moody's Investment Service
Standard & Poor's
First Union National Bank of Georgia
March 27, 1997
FINDINGS
Line 12 of Exhibit C for the month of July 1996 reads as $3,241,255,095.88 and
should read as $3,260,884,470.16.
Line 8, Line 11 (ii) Collateral Interest Holder and Line 13 (ii) Collateral
Interest Holder of Schedule to Exhibit C - Series 1996-1 for the month of July
1996 read as $584,748.22 and should read as $575,670.68. The correct amount of
$575,670.68 was compared to Line III E. in Exhibit B - Form of Monthly Payment
Instructions and Notification to the Trustee for the month of July 1996.
Line 11 (i) and Line 13 (i) of Schedule to Exhibit C - Series 1996-1 for the
month of July 1996 read as $4,487,602.58 and should read as $4,488,802.41. The
correct amount of $4,488,802.41 was compared to Line I B. 1 and Line II A. 1 in
Exhibit B - Form of Monthly Payment Instructions and Notification to the
Trustee for the month of July 1996.
Line 11 (ii) and Line 13 (ii) of Schedule to Exhibit C - Series 1996-1 for the
month of July 1996 read as $367,167.48 and should read as $375,045.19. The
correct amount of $375,045.19 was compared to Line I F. 1 and Line II A. 1 in
Exhibit B - Form of Monthly Payment Instructions and Notification to the
Trustee for the month of July 1996.
* * * * *
These agreed upon procedures are substantially less in scope than an
examination, the objective of which is the expression of an opinion on
Management Representation on First Union National Bank of Georgia's Compliance,
as Servicer, with Article III, Section 3.04 (b) of the Pooling and Servicing
Agreement. Accordingly, we do not express such an opinion. Had we performed
additional procedures, other matters might have come to our attention that
would have been reported to you.
This report is intended solely for the use of the addresses listed above and
the owners of the Certificates, and should not be used by those who did not
participate in determining the procedures.
/s/ KPMG PEAT MARWICK LLP
March 27, 1997
<PAGE> 16
FIRST UNION NATIONAL BANK
OF GEORGIA
[FIRST UNION LOGO]
Management Representation on First Union National Bank of Georgia's
Compliance, as Servicer, with Article III, Section 3.04(b)
of the Pooling and Servicing Agreement
Management of First Union National Bank of Georgia (FUNBGA), as Servicer, is
responsible for the preparation of the Monthly Servicer's Certificates in
compliance with Article III, Section 3.04 (b) of the Pooling and Servicing
Agreement for the First Union Master Credit Card Trust dated as of September
29, 1995, as amended, including supplements dated March 5, 1996 and April
23, 1996, by and between FUNBGA, as Transferor and Servicer, and The Bank of
New York, as Trustee (the "Agreement"), during the period March 5, 1996 through
December 31, 1996.
Management assessed its compliance with the preparation of the Monthly
Servicer's Certificates in compliance with Article III, Section 3.04 (b) of the
Agreement. Based on this assessment, management believes that FUNBGA complied,
in all material respects, with Article III, Section 3.04 (b) of the Agreement
during the period March 5, 1996 through December 31, 1996.
/s/ FRED WINKLER
Fred Winkler
Executive Vice President
First Union National Bank of Georgia
/s/ JAMES H. GILBRAITH, II
James H. Gilbraith, II
Vice President and Managing Director
First Union National Bank of Georgia
March 27, 1997
<PAGE> 17
[KPMG PEAT MARWICK LLP LETTERHEAD]
Independent Accountant's Report
First Union Master Credit Card Trust
c/o The Bank of New York, as Trustee
101 Barclay Street
New York, New York 10286
Moody's Investors Service
99 Church Street
New York, New York 10007
Standard & Poor's
25 Broadway
New York, New York 10004
First Union National Bank of Georgia
999 Peachtree Street, Suite 1200
Atlanta, Georgia 30309
We have examined management's assertion about First Union National Bank of
Georgia's (FUNBGA) compliance, as Servicer, with the servicing requirements in
Article IV, Section 4.03 of the Pooling and Servicing Agreement for the First
Union Master Credit Card Trust dated as of September 29, 1995, as amended,
including supplements dated March 5, 1996 and April 23, 1996, by and between
FUNBGA, as Transferor and Servicer, and The Bank of New York, as Trustee (the
"Agreement"), during the period March 5, 1996 through December 31, 1996,
included in the accompanying Management Representation on First Union National
Bank of Georgia's Compliance, as Servicer, with the Servicing Requirements of
the Pooling and Servicing Agreement. Management is responsible for FUNBGA's
compliance with the aforementioned section of the Agreement. Our
responsibility is to express an opinion on management's assertion about
FUNBGA's compliance based upon our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about FUNBGA's compliance with the
aforementioned section of the Agreement and performing such other procedures as
we considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide
a legal determination on FUNBGA's compliance with that section.
In our opinion, management's assertion that FUNBGA was materially in compliance
with the servicing requirements in Article IV, Section 4.03 of the Agreement
during the period March 5, 1996 through December 31, 1996, is fairly stated, in
all material respects.
/s/ KPMG PEAT MARWICK LLP
March 27, 1997
<PAGE> 18
FIRST UNION NATIONAL BANK
OF GEORGIA
[FIRST UNION LOGO]
Management Representation on First Union National Bank of Georgia's
Compliance, as Servicer, with the Servicing Requirements
of the Pooling and Servicing Agreement
Management of First Union National Bank of Georgia (FUNBGA), as Servicer, is
responsible for compliance with the servicing requirements in Article IV,
Section 4.03 of the Pooling and Servicing Agreement for the First Union Master
Credit Card Trust dated as of September 29, 1995, as amended, including
supplements dated March 5, 1996 and April 23, 1996, by and between FUNBGA, as
Transferor and Servicer, and The Bank of New York, as Trustee (the
"Agreement"), during the period March 5, 1996 through December 31, 1996.
Management assessed its compliance with the servicing requirements in Article
IV, Section 4.03 of the Agreement. Based upon this assessment, management
believes that, FUNBGA complied, in all material respects, with the servicing
requirements in Article IV, Section 4.03 of the Agreement during the period
March 5, 1996 through December 31, 1996.
/s/ FRED WINKLER
Fred Winkler
Executive Vice President
First Union National Bank of Georgia
/s/ JAMES H. GILBRAITH II
James H. Gilbraith II
Vice President and Managing Director
First Union National Bank of Georgia
March 27, 1997
