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UNITED STATES
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) NOVEMBER 16, 1998
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FIRST USA BANK, NATIONAL ASSOCIATION
(AS SUCCESSOR TO FIRST NATIONAL BANK OF COMMERCE)
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(Exact name of registrant as specified in its charter)
(AS SERVICER ON BEHALF OF FIRST NBC CREDIT CARD MASTER TRUST)
UNITED STATES
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(State or other jurisdiction of incorporation)
333-24023 76-0039224
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(Commission File Number) (IRS Employer
Identification Number)
201 NORTH WALNUT STREET, WILMINGTON, DELAWARE 19801
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(Address of principal executive offices) (Zip Code)
(302) 594-4117
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Registrant's telephone number, including area code
FIRST NATIONAL BANK OF COMMERCE ON BEHALF OF FIRST NBC CREDIT CARD
MASTER TRUST 210 BARONNE STREET, NEW ORLEANS, LOUISIANA 70112
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(Former name, former address and former fiscal year, if changed since last
report)
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ITEM 5. OTHER EVENTS
Effective November 16, 1998, First USA Bank, N.A., a national banking
association organized under the laws of the United States (the "Bank"), which is
a wholly owned subsidiary of First USA Financial, Inc. which is a wholly owned
subsidiary of BANK ONE CORPORATION, replaced Bank One, Louisiana, N.A., ("Bank
One Louisiana"), as the Transferor and Servicer under the Pooling and Servicing
Agreement dated as of August 1, 1997, between Bank One Louisiana (as successor
to First National Bank of Commerce), as the Transferor and the Servicer, and The
Bank of New York, as the Trustee relating to the First NBC Credit Card Master
Trust and the Supplements for all Series of Investor Certificates issued
thereunder.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
The following exhibits are filed as part of this report:
(99.01) Assumption Agreement dated as of November 16, 1998, between
Bank One Louisiana and the Trustee relating to the First NBC
Credit Card Master Trust.
(99.02) First Amendment to the Pooling and Servicing Agreement dated
as of November 16, 1998, among the Bank, Bank One Louisiana,
and the Trustee relating to the First NBC Credit Card Master
Trust.
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SIGNATURE
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 thereunto duly authorized.
First USA Bank, National Association, as
Servicer, on behalf of FIRST NBC CREDIT CARD
MASTER TRUST,
By: /s/ Tracie H. Klein
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Name: Tracie H. Klein
Title: Vice President
Date: December 22, 1998
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INDEX TO EXHIBITS
Exhibit No. Document Description SEQUENTIAL PAGE NO.
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99.01 Assumption Agreement dated as of November 16, 5
1998, between Bank One Louisiana and the
Trustee relating to the First NBC Credit Card
Master Trust.
99.02 First Amendment to the Pooling and Servicing 9
Agreement dated as of November 16, 1998, among
the Bank, Bank One Louisiana, and the Trustee
relating to the First NBC Credit Card Master
Trust.
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EXHIBIT 99.01
EXECUTION COPY
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ASSUMPTION AGREEMENT
Dated as of November 16, 1998
Assuming obligations under the
POOLING AND SERVICING AGREEMENT
Dated as of August 1, 1997
Between
BANK ONE, LOUISIANA, N.A.
as successor to
FIRST NATIONAL BANK OF COMMERCE,
as Transferor and Servicer, and
THE BANK OF NEW YORK,
as Trustee,
Relating to the
FIRST NBC CREDIT CARD MASTER TRUST
and the
SUPPLEMENTS
for all Series of Investor Certificates issued thereunder
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ASSUMPTION AGREEMENT (this "AGREEMENT"), dated as of November 16, 1998
(the "EFFECTIVE DATE"), in connection with the POOLING AND SERVICING AGREEMENT
dated as of August 1, 1997 (the "POOLING AGREEMENT") relating to the FIRST NBC
CREDIT CARD MASTER TRUST, between THE BANK OF NEW YORK, as Trustee, and BANK
ONE, LOUISIANA, N.A. ("BANK ONE LOUISIANA") (as successor to First National Bank
of Commerce), as Transferor and Servicer, and relating to each Supplement for a
Series of Investor Certificates issued thereunder which is outstanding on the
Effective Date.
Each capitalized term that is used, but not defined, herein shall have
the meaning specified in the Pooling Agreement.
WHEREAS, pursuant to the Bank Merger Agreement and Consent of
Shareholders, dated as of August 1, 1998 (the "BANK MERGER AGREEMENT") between
Bank One Louisiana, the First National Bank of Commerce ("FIRST NBC"), The First
National Bank of Lafayette, Central Bank, The First National Bank of Lake
Charles, Rapids Bank & Trust Company in Alexandria, Banc One Corporation and
Louisiana Bank One Corporation, Bank One Louisiana has agreed to be responsible
and liable for and assume, as of the Effective Time (as defined therein), all of
the liabilities, deposits, contracts and obligations of each bank mentioned
above, including First NBC, to the same extent as if Bank One Louisiana had
itself incurred the same or contracted therefor;
WHEREAS, pursuant to Sections 7.2(a) and 8.2 thereof, the Pooling
Agreement requires that Bank One Louisiana expressly assume, by an agreement
supplemental to the Pooling Agreement, the performance of every covenant and
obligation of the Transferor and Servicer under the Pooling Agreement;
WHEREAS, immediately following this assumption Bank One Louisiana
wishes to assign its rights and obligations as the Transferor and the Servicer
under the Pooling Agreement to First USA Bank, N.A., and First USA Bank, N.A.
wishes to accept and assume such rights and obligations from Bank One Louisiana;
and
NOW, THEREFORE, pursuant to Sections 7.2(a) and 8.2 of the Pooling
Agreement, the parties hereto hereby agree as follows:
1. ASSUMPTION OF THE POOLING AGREEMENT. As of the Effective Date,
Bank One Louisiana hereby accepts and assumes from First NBC, the performance of
every covenant and obligation of the Transferor and the Servicer as applicable
under the Pooling Agreement and the Supplements for each Series of Investor
Certificates which is outstanding on the Effective Date.
2. CONVEYANCE OF RECEIVABLES. The Transferor hereby confirms the
grant of security interest to and under the Receivables as set forth in Section
2.1 of the Pooling Agreement and does hereby grant a security interest in the
Receivables in connection with the Accounts, including without limitation, the
Accounts identified in the Account Schedule delivered to the Trustee by
Transferor pursuant to Section 2.1 of the Pooling Agreement on or before August
7, 1997 and the Account Schedule delivered to the Trustee by Transferor pursuant
to Section 2.6 of the Pooling Agreement on or before September 30, 1998.
3. NO MODIFICATIONS. Subject to the provisions of this Agreement,
which Agreement shall be supplemental to the Pooling Agreement, the Pooling
Agreement shall remain unmodified and in full force and effect.
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4. GOVERNING LAW. This Agreement shall be construed in accordance
with the laws of the State of New York, without reference to its conflict-of-
laws PROVISIONS; AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
5. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, all of which, together, shall constitute one and the same
agreement.
[THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective duly authorized officers.
BANK ONE, LOUISIANA, N.A.
By: /s/ G. Lee Griffin
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Name: G. Lee Griffin
Title: President and Chief Executive Officer
THE BANK OF NEW YORK,
as Trustee
By: /s/ Reyne A. Macadaeg
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Name: Reyne A. Macadaeg
Title: Vice President
[Signature Page to the Louisiana Bank Assumption]
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EXHIBIT 99.02
EXECUTION COPY
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BANK ONE, LOUISIANA, N.A.,
as Transferor and Servicer,
and
THE BANK OF NEW YORK,
as Trustee
AMENDMENT NO. 1
Dated as of November 16, 1998
Amending the
POOLING AND SERVICING AGREEMENT
Dated as of August 1, 1997
between the Transferor and Servicer
and the Trustee
Relating to the
FIRST NBC CREDIT CARD MASTER TRUST
and amending the
SUPPLEMENTS
for all Series of Investor Certificates issued thereunder
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AMENDMENT NO. 1
TO POOLING AND SERVICING AGREEMENT AND TO
SUPPLEMENTS THEREUNDER
AMENDMENT NO. 1 (this "AMENDMENT"), dated as of November 16, 1998 (the
"EFFECTIVE DATE"), to the POOLING AND SERVICING AGREEMENT dated as of August 1,
1997 (the "POOLING AGREEMENT"), between BANK ONE, LOUISIANA, N.A. (as successor
to First National Bank of Commerce), as the Transferor and the Servicer, and THE
BANK OF NEW YORK, as the Trustee, relating to the FIRST NBC CREDIT CARD MASTER
TRUST and to each Supplement for a Series of Investor Certificates issued
thereunder outstanding on the Effective Date.
Each capitalized term that is used, but not defined, herein shall have
the meaning specified in the Pooling Agreement.
WHEREAS, the Transferor, the Servicer and the Trustee wish to amend
the Pooling Agreement (in the manner set forth below) to provide that, beginning
on the Effective Date, (i) First USA Bank, N.A., shall replace Bank One,
Louisiana, N.A. as Transferor and Servicer under the Pooling Agreement and (ii)
additional certain transfers of the Transferor's Interest will be permitted
under the conditions set forth herein;
WHEREAS, First USA Bank, N.A., has agreed to assume all of Bank One,
Louisiana, N.A.'s rights, obligations and liabilities as Transferor and Servicer
under the Pooling Agreement;
WHEREAS, the Transferor and the Servicer wish to amend the Supplements
for each Series of Investor Certificates issued under the Pooling Agreement
which is outstanding on the Effective Date;
WHEREAS, pursuant to Section 13.1(a) of the Pooling Agreement, each
such amendment may be effected without the consent of any of the
Certificateholders subject to the satisfaction of the conditions set forth in
Section 5 thereof;
NOW, THEREFORE, pursuant to Section 13.1(a) of the Pooling Agreement,
the Transferor, the Servicer and the Trustee hereby agree as follows:
1. AMENDMENT OF SECTION 1.01 OF THE POOLING AGREEMENT. As of the
Effective Date, the definition of the term "FIRST NBC" appearing in Section 1.1
of the Pooling Agreement is hereby deleted and the term Transferor is hereby
amended and restated in its entirety to read as follows:
(a) "TRANSFEROR" shall mean First USA Bank, N.A.
2. AMENDMENT OF SUBSECTION 6.9(B) OF THE POOLING AGREEMENT. As of
the Effective Date, subsection 6.9(b) of the Pooling Agreement shall be amended
by adding the following paragraph at the end thereof:
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Notwithstanding any other provision of this Agreement, the
Transferor may grant participations in the Transferor Interest
provided that the Trustee shall have received an Opinion of Counsel
that such transfer (i) does not adversely affect the conclusions
reached in any of the federal income tax opinions dated the applicable
Closing Date issued in connection with the original issuance of any
Series of Investor Certificates and (ii) will not cause the Trust to
be deemed to be an association or "publicly traded partnership"
(within the meaning of Section 7704(b) of the Code) taxable as a
corporation.
3. AMENDMENT OF SECTION 2 OF EACH SUPPLEMENT.
(a) As of December 1, 1998, the definition of the term "NET SERVICING
FEE RATE" appearing in Section 2 of each Supplement for a Series of
Investor Certificates that is outstanding on the Effective Date is hereby
amended and restated in its entirety to read as follows:
"NET SERVICING FEE RATE" shall mean (i) for so long as the
Transferor or any Affiliate thereof is the Servicer under the
Agreement, 0.75% per annum, (ii) for so long as The Bank of New York
(or its agent) is the Servicer under the Agreement, 1.25% per annum
and (iii) if any other Person is the Servicer under the Agreement,
2.00%.
(b) As of December 1, 1998, the definition of the term "SERIES
SERVICING FEE PERCENTAGE" appearing in Section 2 of each Supplement for a
Series of Investor Certificates that is outstanding on the Effective Date
is hereby amended and restated in its entirety to read as follows:
"SERIES SERVICING FEE PERCENTAGE" shall mean (i) for so long as
the Transferor or any Affiliate thereof is the Servicer under the
Agreement, 1.50% and (ii) if any other Person is the Servicer under
the Agreement, 2.00%.
(c) As of December 1, 1998, the definition of the term "BASE RATE"
appearing in Section 2 of each Supplement for a Series of Investor
Certificates that is outstanding on the Effective Date is hereby amended by
replacing the words "the Series Servicing Fee Percentage " in such
definition with "2.00%".
4. CHANGE OF REFERENCES AND EXCHANGE OF BANK CERTIFICATE. All
references to "First National Bank of Commerce" or to "First NBC." in the
Pooling Agreement, including all Supplements and exhibits thereto, shall, as of
the Effective Date, be references to "First USA Bank, N.A."; provided, however,
that the Trust will continue to be named and known as the "First NBC Credit Card
Master Trust".
5. CONDITIONS PRECEDENT. The effectiveness of this Amendment shall
be subject to the satisfaction of the following conditions precedent:
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(a) the Transferor shall have received written notice from each
Rating Agency that the Rating Agency Condition to the effectiveness of this
Amendment has been satisfied with respect to each outstanding Series or
Class to which it is a Rating Agency;
(b) the Transferor shall have delivered copies of each such written
notice to the Servicer and the Trustee; and
(c) the Transferor shall have delivered to the Trustee an Officer's
Certificate of the Seller stating that the Transferor reasonably believes
that this Amendment will not adversely affect in any material respect the
interests of any Investor Holders.
6. CONVEYANCE OF RECEIVABLES. The Transferor hereby confirms the
grant of security interest to and under the Receivables as set forth in Section
2.1 of the Pooling Agreement and does hereby grant a security interest in the
Receivables in connection with the Accounts, including without limitation, the
Accounts identified in the Account Schedule delivered to the Trustee by
Transferor pursuant to Section 2.1 of the Pooling Agreement on or before August
7, 1997 and the Account Schedule delivered to the Trustee by Transferor pursuant
to Section 2.6 of the Pooling Agreement on or before September 30, 1998.
7. NO FURTHER AMENDMENTS. Except as amended hereby, the Pooling
Agreement and each Supplement thereto shall remain unmodified and in full force
and effect.
8. GOVERNING LAW. This Amendment, the Pooling Agreement and each
Supplement thereto, as amended hereby, shall be construed in accordance with the
laws of the State of New York, without reference to its conflict-of-laws
provisions; and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.
9. COUNTERPARTS. This Amendment may be executed in counterparts,
all of which, together, shall constitute one and the same agreement.
[THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective duly authorized officers.
BANK ONE, LOUISIANA, N.A.,
as the Transferor and the Servicer
By: /s/ G. Lee Griffin
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Name: G. Lee Griffin
Title: President and Chief Executive Officer
THE BANK OF NEW YORK,
as Trustee
By: /s/ Reyne A. Macadaeg
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Name: Reyne A. Macadaeg
Title: Vice President
Acknowledged and agreed to, including the
assumption by the undersigned of all rights,
obligations and liabilities of the Transferor and
the Servicer under the aforementioned agreements,
as of the Effective Date.
FIRST USA BANK, N.A.
By: /s/ Rebekah A. Sayers
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Name: Rebekah A. Sayers
Title: Vice President
[Signature Page to the Amendment No. 1 to the Pooling and Servicing Agreement]
