<PAGE>
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)________________________
September 25, 1996
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FCC National Bank
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(Exact name of registrant as specified in its charter)
United States of America 0-16337 51-0269396
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Gateway Center, 300 King Street, Wilmington, Delaware 19801
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: 302-656-5020
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Item 5. Other Events
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On September 25, 1996, the closing of the sale of First Chicago Master Trust II
$900,000,000 Floating Rate Asset Backed Certificates Series 1996-Q (the "Series
1996-Q Certificates") pursuant to the Underwriting Agreement, dated September
13, 1996 (the "Underwriting Agreement"), between FCC National Bank (the "Bank")
and Salomon Brothers Inc, as representative of the several underwriters named
therein, occurred. The Certificates were issued pursuant to the Series 1996-Q
Supplement, dated as of September 1, 1996 (the "Series 1996-Q Supplement"),
between the Bank, as seller and servicer, and Norwest Bank Minnesota, National
Association, as trustee (the "Trustee"), to the Pooling and Servicing Agreement,
dated as of June 1, 1990 (as amended, the "Pooling and Servicing Agreement"),
between the Bank and the Trustee.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
The Exhibits listed below and attached hereto are hereby filed in connection
with the Registrant's Registration Statement on Form S-3 (File No. 333-02361).
Exhibit Number Description of Exhibit
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1.2 Underwriting Agreement.
4.23 Series 1996-Q Supplement to Pooling and
Servicing Agreement relating to the Series
1996-Q Certificates.
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.
FCC NATIONAL BANK
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(Registrant)
Date: October 1, 1996 By /s/ Sharon A. Renchof
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Title: Assistant Secretary
2
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EXHIBIT 1.2
First Chicago Master Trust II
FCC NATIONAL BANK
(Seller and Servicer)
UNDERWRITING AGREEMENT
(Standard Terms)
September 13, 1996
SALOMON BROTHERS INC
As Underwriter or as a Representative
of the Underwriters named in the
within referenced Terms Agreement
c/o Salomon Brothers Inc
Seven World Trade Center
New York, NY 10048
Dear Sirs:
1. Introductory. FCC National Bank, a national banking association
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(the "Bank") proposes to sell one or more Series of Investor Certificates to be
issued by the First Chicago Master Trust II (the "Certificates"). The
Certificates are to be issued pursuant to a Pooling and Servicing Agreement
between the Bank, as Seller and Servicer, and Norwest Bank Minnesota, National
Association, as trustee (the "Trustee"), dated as of June 1, 1990 (as amended or
otherwise modified from time to time, the "Pooling and Servicing Agreement"), as
supplemented by a supplement between the Bank, as Seller and Servicer, and the
Trustee, (the "Supplement") to the Pooling and Servicing Agreement, relating to
the applicable Series of Certificates (references to the Pooling and Servicing
Agreement herein may, as the context requires, include all supplements,
including the Supplement, to the Pooling and Servicing Agreement). The
Certificates may be sold in a public offering by the Bank through Salomon
Brothers Inc ("Salomon"), as sole underwriter, or through certain underwriters
which include Salomon, one or more of which may act as representative of such
underwriters (any underwriter through which Certificates are sold shall be
referred to herein as an "Underwriter" or, collectively, all such Underwriters
may be referred to as the "Underwriters"; any representatives thereof may be
referred to herein as a "Representative," which, if the context herein does
require, shall include Salomon in its capacity as sole Underwriter of any
Series, or the "Rep-
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SALOMON BROTHERS INC
September 13, 1996
Page 2
resentatives"). Certificates of any Series shall be sold pursuant to a Terms
Agreement by and between the Bank and the Representatives, a form of which is
attached hereto as Exhibit A (a "Terms Agreement"), which incorporates by
reference this Underwriting Agreement (the "Agreement," which may include the
applicable Terms Agreement if the context requires). Any Series of Certificates
sold pursuant to any Terms Agreement may include the benefits of a collateral
interest, cash collateral account, letter of credit, guaranteed rate agreement,
maturity guaranty facility, tax protection agreement, interest rate or currency
swap or other contract or agreement for the benefit of the Certificateholders of
such Series (an "Enhancement"). With respect to any such Enhancement, the Bank
shall enter into an agreement or contract (the "Enhancement Agreement") by and
between the Bank and the provider of the Enhancement (the "Enhancement
Provider"). Each Certificate will represent an undivided interest in the First
Chicago Master Trust II (the "Trust"). The assets of the Trust will include,
among other things, certain amounts due on a pool of MasterCard(R) and VISA(R)
credit card accounts (the "Receivables") and, with respect to any such Series
sold pursuant to this Agreement, the benefits of an Enhancement. To the extent
not defined herein, capitalized terms used herein have the meanings assigned in
the Pooling and Servicing Agreement.
Upon the execution of any Terms Agreement, the Bank agrees with the
Underwriters as follows:
2. Representations and Warranties of the Bank. The Bank represents
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and warrants to, and agrees with, the Underwriters that:
(i) A registration statement on Form S-3 (having the
registration number stated in the applicable Terms Agreement), including a
prospectus and such amendments thereto as may have been required to the
date of execution of such Terms Agreement, relating to the Certificates
and the offering thereof from time to time in accordance with Rule 415
under the Securities Act of 1933, as amended (the "Act"), has been filed
with the Securities and Exchange Commission (the "Commission") (which may
have included one or more preliminary prospectuses and prospectus
supplements (each, a "Prelimi-
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SALOMON BROTHERS INC
September 13, 1996
Page 3
nary Prospectus") meeting the requirements of Rule 430 of the Act), and
such registration statement, as amended, has become effective; such
registration statement, as amended, and the prospectus relating to the sale
of the Certificates offered thereby by the Bank constituting a part
thereof, as from time to time amended or supplemented (including any
prospectus filed with the Commission pursuant to Rule 424(b) of the rules
and regulations of the Commission (the "Rules and Regulations") under the
Act), are respectively referred to herein as the "Registration Statement"
and the "Prospectus"; provided, however, that a supplement to the
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Prospectus prepared pursuant to Section 5(a) hereof (each, a "Prospectus
Supplement") shall be deemed to have supplemented the Prospectus only with
respect to the offering of the Certificates to which it relates. The
conditions to the use of a registration statement on Form S-3 under the
Act, as set forth in the General Instructions to Form S-3, and the
conditions of Rule 415 under the Act, have been satisfied with respect to
the Registration Statement.
(ii) as of the date of execution of the related Terms Agreement,
the Registration Statement and the Prospectus, except with respect to any
modification to which Representatives have agreed in writing, shall be in
all substantive respects in the form furnished to the Underwriters prior to
such date or, to the extent not completed on such date, shall contain only
such specific additional information and other changes (beyond that
contained in the latest Preliminary Prospectus that has previously been
furnished to you) as the Bank has advised Representatives, prior to such
time, will be included or made therein.
(iii) on the effective date of the Registration Statement, the
Registration Statement and the Prospectus complied in all material respects
with the applicable requirements of the Act and the Rules and Regulations,
and did not include any untrue statement of a material fact or, in the
case of the Registration Statement, omit to state any material fact
required to be stated therein or necessary to make the statements therein
not misleading and,
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SALOMON BROTHERS INC
September 13, 1996
Page 4
in the case of the Prospectus, omit to state any material fact necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading, and on the date of each Terms Agreement and on
each Closing Date (as defined below), the Registration Statement and the
Prospectus will comply in all material respects with the applicable
requirements of the Act and the Rules and Regulations, and neither of such
documents included or will include any untrue statement of a material fact
or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however,
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that the foregoing does not apply to information contained in or omitted
from either of such documents based upon written information furnished to
the Bank by any Underwriter specifically for use in connection with the
preparation of the Registration Statement or the Prospectus.
(iv) As of the Closing Date of the applicable Series of
Certificates, the representations and warranties of the Bank in the
Pooling and Servicing Agreement will be true and correct.
(v) The Bank is an association duly organized, validly existing
and in good standing as a licensed national banking association under the
laws of the United States, and has all requisite power and authority to own
its properties and conduct in all material respects its business as
presently conducted and to execute, deliver and perform this Agreement and
the applicable Terms Agreement, to authorize the issuance of the
Certificates and to consummate the transactions contemplated hereby.
(vi) The execution, delivery and performance by the Bank of this
Agreement, the applicable Terms Agreement, the Pooling and Servicing
Agreement, any Enhancement Agreement, the issuance of the Certificates and
the consummation of the transactions contemplated hereby and thereby have
been duly and validly authorized by all necessary action or proceedings.
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SALOMON BROTHERS INC
September 13, 1996
Page 5
(vii) This Agreement and the applicable Terms Agreement have
been duly executed and delivered by the Bank.
(viii) The information, other than projections based upon
historical data, provided to you by the Bank in connection with this
Agreement and the sale of the Certificates and described on Schedule II
attached to the applicable Terms Agreement when taken collectively, did
not, as of the date such information was provided, or as of the effective
date of the Registration Statement, or as of the date of the Prospectus, as
the case may be, and does not as of the date hereof, contain any untrue
statement of a material fact or omit to state any material fact necessary
in order to make the statements therein not misleading.
(ix) The Bank has authorized the conveyance of the Receivables
to the Trust, and the Bank has authorized the Trust to issue the
Certificates.
(x) The Bank has delivered to you complete and correct copies of
(i) the December 31, 1994 and 1995 audited consolidated balance sheets of
First Chicago NBD Corporation (parent of the Bank); (ii) publicly available
portions of the Consolidated Report of Condition and Income of the Bank for
the years ended December 31, 1994, and 1995 as submitted to the Comptroller
of the Currency; (iii) publicly available portions of the Consolidated
Report of Condition and Income of the Bank for the period ended June 30,
1996 as submitted to the Comptroller of the Currency and (iv) such other
similar items, if any, identified in the Terms Agreement. Except as set
forth in or contemplated in the Registration Statement and the Prospectus,
there has been no material adverse change in the condition (financial or
otherwise) of the Bank since December 31, 1995.
(xi) Any taxes, fees and other governmental charges in
connection with the execution, delivery and performance of this Agreement,
the applicable Terms Agreement, the Pooling and Servicing Agreement, any
Enhancement Agreement and the
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SALOMON BROTHERS INC
September 13, 1996
Page 6
Certificates shall have been paid or will be paid by the Bank at or prior
to the Closing Date.
(xii) The Certificates have been duly and validly authorized,
and, when validly authenticated, issued and delivered in accordance with
the Pooling and Servicing Agreement and sold to the Underwriters as
provided herein and in the applicable Terms Agreement, will conform in all
material respects to the description thereof contained in the Prospectus
and will be validly issued and outstanding and entitled to the benefits of
the Pooling and Servicing Agreement.
3. Purchase, Sale, Payment and Delivery of Certificates. Delivery of
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and payment for the Certificates to which this Agreement applies will be made
at the offices of Skadden, Arps, Slate, Meagher & Flom, 919 Third Avenue, New
York, New York 10022, or such other offices specified in the applicable Terms
Agreement, at such time as shall be specified in the applicable Terms Agreement,
or at such other time thereafter or other place as the Representatives and the
Bank shall agree upon, each such time being herein referred to as a "Closing
Date." Delivery of such Certificates shall be made by the Bank to the
Underwriters against payment of the purchase price specified in the applicable
Terms Agreement in same day funds wired to such bank as may be designated by
the Bank, or by such other manner of payment as may be agreed upon by the Bank
and you. Unless otherwise provided in the applicable Terms Agreement, payment
for the Certificates shall be made against delivery through the facilities of
The Depository Trust Company ("DTC") of Book-Entry Certificates to you for the
respective accounts of the several Underwriters. Unless otherwise provided in a
Terms Agreement, the Certificates so to be delivered shall be global
certificates registered in the name of Cede & Co., as nominee for DTC. The
number and denomination of definitive certificates so delivered shall be as
specified by DTC. The definitive certificates for the Certificates will be made
available for inspection and packaging by the Underwriters at the offices of
Skadden, Arps, Slate, Meagher & Flom, or such other offices specified in the
applicable Terms Agreement, not later than 1:00 P.M., New York City time, on
the Business Day prior to the Closing Date.
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SALOMON BROTHERS INC
September 13, 1996
Page 7
4. Offering by Underwriters. It is understood that the several
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Underwriters propose to offer the Certificates subject to this Agreement for
sale to the public (which may include selected dealers) as set forth in the
Prospectus.
5. Certain Agreements of the Bank. The Bank agrees with the
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Underwriters that:
(a) Immediately following the execution of each Terms Agreement, the
Bank will prepare a Prospectus Supplement setting forth the amount of
Certificates covered thereby and the terms thereof not otherwise specified in
the Prospectus, the price at which such Certificates are to be purchased by the
Underwriters from the Bank, either the initial public offering price or the
method by which the price at which such Certificates are to be sold will be
determined, the selling concessions and allowances, if any, and such other
information as the Bank deems appropriate in connection with the offering of
such Certificates, but the Bank will not file any amendments to the
Registration Statement as in effect with respect to the Certificates, or any
amendments or supplements to the Prospectus, unless it shall first have
delivered copies of such amendments or supplements to the Underwriters. The
Bank will not file any amendment to the Registration Statement or supplement to
the Prospectus to which the Representatives reasonably object. The Bank will
use its best efforts to transmit the Prospectus including such Prospectus
Supplement to the Commission pursuant to Rule 424(b) under the Act by a means
reasonably calculated to result in filing with the Commission pursuant to Rule
424(b) under the Act. The Bank will advise the Representatives promptly of any
such filing. The Bank will immediately advise you and your counsel (i) when
notice is received from the Commission that any post-effective amendment to the
Registration Statement has become or will become effective and (ii) of any order
or communication suspending or preventing, or threatening to suspend or prevent,
the offer and sale of the Certificates or of any proceedings or examinations
that may lead to such an order or communication, whether by or of the Commission
or any authority administering any state securities or Blue Sky law, as soon as
practicable after the Bank is advised thereof, and will use every reasonable
effort both to prevent the issuance of any such
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SALOMON BROTHERS INC
September 13, 1996
Page 8
order or communication and to obtain as soon as possible its lifting, if issued.
(b) If, at any time when a prospectus relating to the Certificates is
required to be delivered under the Act, any event occurs as a result of which
the Prospectus as then amended or supplemented would include an untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or if it is necessary at any time to amend the Prospectus
to comply with the Act, the Bank promptly will prepare and file with the
Commission (subject to your prior review pursuant to paragraph (a) of this
Section 5) an amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance.
(c) As soon as practicable, after the Closing Date, the Bank will
cause the Trust to make generally available to the Certificateholders an
earnings statement or statements of the Trust covering a period of at least 12
months beginning after the effective date of the Registration Statement which
will satisfy the provisions of Section 11(a) and Rule 158 of the Act.
(d) The Bank will furnish to you copies of the Registration Statement
(three of which will include all exhibits), each related Preliminary
Prospectus, the Prospectus and all amendments and supplements to such documents,
in each case as soon as available and in such quantities as you reasonably
request. The Bank will pay the expenses of printing or other production of all
documents relating to the offering.
(e) The Bank will pay all expenses incidental to the performance of
its obligations under this Agreement, including without limitation (i) expenses
of preparing, printing and reproducing the Registration Statement, the
Prospectus, this Agreement, the Pooling and Servicing Agreement, any
Enhancement, any Enhancement Agreement and the Certificates, (ii) any fees
charged by any rating agency for the rating of the Certificates, (iii) any
expenses (including reasonable fees and disbursements of counsel) incurred by
you in connection with qualification of the Certificates for sale under the laws
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SALOMON BROTHERS INC
September 13, 1996
Page 9
of such jurisdictions as you designate, (iv) reasonable fees and expenses of
Skadden, Arps, Slate, Meagher & Flom in its role as special counsel for the
Bank, (v) any expenses incurred by you in connection with listing the
Certificates on the Luxembourg Stock Exchange and (vi) the cost of delivering
the Certificates to the offices of the Underwriters, insured to the satisfaction
of the Underwriters (it being understood that, except as provided in this
subsection (e) and in Section 8 hereof, the Underwriters will pay their own
expenses, including the expense of preparing, printing and reproducing any
agreement among underwriters, the fees and expenses of Skadden, Arps, Slate,
Meagher & Flom in its role as special counsel for the Underwriters, any transfer
taxes on resale of any of the Certificates by them and advertising expenses
connected with any offers that the Underwriters may make).
(f) The Bank will arrange for the qualification of the Certificates
for sale and the determination of their eligibility for investment under the
laws of such jurisdictions as you designate and will continue such
qualifications in effect so long as required for the distribution of the
Certificates; provided, however, that the Bank shall not be obligated to qualify
to do business in any jurisdiction in which it is not currently so qualified.
(g) For a period from the date of this Agreement until the retirement
of the Certificates, (i) the Bank, as Servicer, will furnish to you copies of
each certificate and the annual statements of compliance delivered to the
Trustee pursuant to Article III of the Pooling and Servicing Agreement and the
annual independent certified public accountant's servicing reports furnished to
the Trustee pursuant to Article III of the Pooling and Servicing Agreement, by
first-class mail as soon as practicable after such statements and reports are
furnished to the Trustee and (ii) on each Determination Date or as soon
thereafter as practicable, the Bank, as Servicer, shall give notice to you by
telex or telecopy in substantially the form of the Certificateholder's Statement
attached to Exhibit D to the Pooling and Servicing Agreement.
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SALOMON BROTHERS INC
September 13, 1996
Page 10
(h) So long as any of the Certificates are outstanding, the Bank will
furnish to you by first-class mail as soon as practicable, all documents (A)
distributed, or caused to be distributed, by the Bank to Certificateholders, (B)
filed, or caused to be filed, by the Bank with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), any order of
the Commission thereunder or pursuant to a "no-action" letter from the staff of
the Commission and (C) from time to time, such other information in the
possession of the Bank concerning the Trust as you may reasonably request it
being understood that the Bank has no obligation hereunder to furnish you any
information which the Bank deems proprietary or confidential.
(i) Whether or not the transactions contemplated by this Agreement
and the Terms Agreement are consummated or this Agreement and the Terms
Agreement are terminated for any reason, the Bank will pay all expenses incident
to the performance of its obligations under this Agreement and will reimburse
the Underwriters for any reasonable expenses (including fees and disbursements
of counsel) incurred by them in connection with qualification of the
Certificates for sale and determination of their eligibility for investment
under the laws of such jurisdictions as you designate and the printing of
memoranda relating thereto, for any fees charged by investment rating agencies
for the rating of the Certificates, for any filing fee of the National
Association of Securities Dealers, Inc. relating to the Certificates, and for
expenses incurred in distributing preliminary prospectuses and the Prospectus
(including any amendments. and supplements thereto).
(j) To the extent, if any, that the rating provided with respect to
the Certificates by the rating agency or agencies specified in the applicable
Terms Agreement is conditional upon the furnishing of documents or the taking of
any other action by the Bank agreed upon on or prior to the Closing Date, the
Bank shall furnish such documents and take such other action.
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SALOMON BROTHERS INC
September 13, 1996
Page 11
6. Conditions of the Obligations of the Underwriters. The
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obligations of the Underwriters to purchase and pay for the Certificates will be
subject to the accuracy of the representations and warranties on the part of the
Bank herein, to the accuracy of the statements of officers of the Bank made
pursuant to the provisions hereof, to the performance by the Bank of its
obligations hereunder and under the applicable Terms Agreement and to the
following additional conditions precedent:
(a) The Prospectus shall have been filed with the Commission in
accordance with the Rules and Regulations and Section 5(a) of this Agreement;
and, prior to the Closing Date, no stop order suspending the effectiveness of
the Registration Statement shall have been issued and no proceedings for that
purpose shall have been instituted or, to the knowledge of the Bank or you,
shall be contemplated by the Commission.
(b) Subsequent to the execution and delivery of this Agreement, there
shall not have occurred (i) any change, or any development involving a
prospective change, in or affecting particularly the business or properties of
the Bank, First Chicago NBD Corporation or any Enhancement Provider which, in
the judgment of the Underwriters, materially impairs the investment quality of
the Certificates; (ii) any downgrading in the rating of the debt securities of
the Bank, First Chicago NBD Corporation or any Enhancement Provider by any
"nationally recognized statistical rating organization" (as defined for
purposes of Rule 436(g) under the Act); (iii) any suspension or limitation of
trading in securities generally on the New York Stock Exchange, or any setting
of minimum prices for trading on such exchange, or any suspension of trading of
any securities of the Bank, First Chicago NBD Corporation or any Enhancement
Provider on any exchange or in the over-the-counter market; (iv) any banking
moratorium declared by Federal, Illinois or Delaware authorities; or (v) any
outbreak or escalation of major hostilities in which the United States is
involved, any declaration of war by Congress or any other substantial national
or international calamity or emergency if, in the judgment of a majority in
interest of the Underwriters, the effect of any such outbreak, escalation,
declaration, calamity or emergency makes it im-
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SALOMON BROTHERS INC
September 13, 1996
Page 12
practical or inadvisable to proceed with completion of the sale of and payment
for the Certificates.
(c) The Representatives shall have received from Sherman I. Goldberg,
Esq., Executive Vice President, General Counsel and Secretary of First Chicago
NBD Corporation, as counsel for the Bank, a favorable opinion with respect to
clauses (i) through (xii) of this paragraph (c), and from Skadden, Arps, Slate,
Meagher & Flom, special counsel to the Bank, a favorable opinion with respect to
clause (xiii) of this paragraph (c), each opinion dated the Closing Date and
satisfactory in form and substance to you and your counsel (provided that the
applicable Terms Agreement may set forth the names of other counsel who shall
deliver such opinions), to the effect that:
(i) the Bank has been duly organized as an association licensed
as a national banking association and is validly existing and in good
standing under the laws of the United States, is duly qualified to do
business and is in good standing under the laws of each jurisdiction which
requires such qualification wherein it owns or leases material properties
or conducts material business, and has full power and authority to own its
properties, to conduct its business as described in the Registration
Statement and the Prospectus, to enter into and perform its obligations
under this Agreement, the applicable Terms Agreement, the Pooling and
Servicing Agreement and the Supplement, to execute the Certificates and to
consummate the transactions contemplated hereby and thereby;
(ii) the Pooling and Servicing Agreement and the Supplement have
been duly authorized, executed and delivered by the Bank and constitute
the legal, valid and binding agreements of the Bank, enforceable against
the Bank in accordance with their terms (subject, as to enforcement of
remedies, to applicable bankruptcy, reorganization, insolvency, moratorium
and other laws affecting creditors' rights generally from time to time in
effect and the rights of creditors of national banks under United States
laws and except as such enforceability may be limited by general
principles of
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SALOMON BROTHERS INC
September 13, 1996
Page 13
equity, whether considered in a proceeding at law or in equity);
(iii) the applicable Terms Agreement, incorporating by
reference this Agreement, has been duly authorized, executed and delivered
by the Bank;
(iv) the Certificates have been duly authorized and, when
executed and authenticated in accordance with the terms of the Pooling and
Servicing Agreement and the Supplement, and delivered to and paid for by
you pursuant to the applicable Terms Agreement, will be validly issued and
outstanding, enforceable in accordance with their terms (subject, as to
enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium and other laws affecting creditors' rights generally
from time to time in effect and the rights of creditors of national banks
under United States law and except as such enforceability may be limited by
general principles of equity, whether considered in a proceeding at law or
in equity) and will be entitled to the benefits of the Pooling and
Servicing Agreement and the Supplement;
(v) neither the execution nor the delivery of this Agreement,
the applicable Terms Agreement, the Supplement, the Pooling and Servicing
Agreement or the Enhancement Agreement, if any, nor the issuance or
delivery of the Certificates, nor the consummation of any of the
transactions contemplated herein or therein, nor the fulfillment of the
terms of the Certificates, this Agreement, the applicable Terms Agreement,
the Supplement, the Pooling and Servicing Agreement or the Enhancement
Agreement, if any, will conflict with or violate, result in a material
breach of or constitute a default under any term or provision of the
articles of association or by-laws of the Bank, any statute currently
applicable to the Bank or the Trust or any order or regulation known to
such counsel to be currently applicable to the Bank or the Trust of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over the Bank or the Trust, as the case may be, or the terms
of
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SALOMON BROTHERS INC
September 13, 1996
Page 14
any indenture or other agreement or instrument known to such counsel to
which the Bank or the Trust is a party or by which either of them or any of
their properties is bound;
(vi) to the best knowledge of such counsel, there is no pending
or threatened action, suit or proceeding before any court or governmental
agency, authority or body or any arbitrator with respect to the Trust, the
Certificates, the Pooling and Servicing Agreement, the Supplement, the
Enhancement, if any, the Enhancement Agreement, if any, or any of the
transactions contemplated herein or therein or with respect to the Bank
which, in the case of any such action, suit or proceeding with respect to
the Bank, if adversely determined, would have a material adverse effect on
the Certificateholders or the Trust or upon the ability of the Bank to
perform its obligations under the Pooling and Servicing Agreement and the
Supplement, and there is no material contract, franchise or document
relating to the Trust or property conveyed to the Trust which is not
disclosed in the Registration Statement or Prospectus; and the statements
included in the Registration Statement, and Prospectus describing statutes,
legal proceedings, contracts and other documents fairly summarize the
matters therein described;
(vii) the Registration Statement has become effective under the
Act; any required filing of the Prospectus or any supplement thereto
pursuant to Rule 424(b) under the Act has been made in the manner and
within the time period required by Rule 424(b) under the Act; to the best
knowledge of such counsel, no stop order suspending the effectiveness of
the Registration Statement has been issued, no proceedings for that purpose
have been instituted or threatened; the Registration Statement and the
Prospectus (and any supplements thereto) (other than financial and
statistical information contained therein as to which such counsel need
express no opinion) comply as to form in all material respects with the
applicable requirements of the Act and the rules thereunder; and such
counsel has no reason to believe that at the effective date the
Registration
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SALOMON BROTHERS INC
September 13, 1996
Page 15
Statement contained any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make
the statements therein not misleading or that the Prospectus includes any
untrue statement of a material fact or omits to state a material fact
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading (other than as to the
Registration Statement and the Prospectus, the information set forth under
the caption relating to the Enhancement or the Enhancement Provider and the
financial and statistical information contained therein as to which such
counsel need express no opinion);
(viii) no approval, authorization, consent, order, registration,
filing, qualification, license or permit of or with any court or
governmental agency or body is required for the consummation of the
transactions contemplated herein, except such as have been obtained under
the Act and such as may be required under the blue sky laws of any
jurisdiction in connection with the purchase and distribution of the
Certificates by the Underwriters and such filings or other approvals
(specified in such opinion) as have been made or obtained;
(ix) the Bank is the sole owner of all right, title and interest
in, and has good and marketable title to, free and clear of any liens,
security interests or encumbrances other than as permitted by Section
2.08(b) of the Pooling and Servicing Agreement, the Accounts and the
Receivables prior to the assignment of the Receivables to the Trust. The
assignment of the Receivables, all documents and instruments relating
thereto and all proceeds thereof to the Trustee, pursuant to the Pooling
and Servicing Agreement and the Supplement, vests in the Trustee all
interests which are purported to be conveyed thereby, free and clear of
any liens, security interests or encumbrances except as specifically
permitted pursuant to the Pooling and Servicing Agreement and the
Supplement.
<PAGE>
SALOMON BROTHERS INC
September 13, 1996
Page 16
(x) the Certificates, this Agreement, the Enhancement, if any,
the Pooling and Servicing Agreement and the Supplement conform in all
material respects to the descriptions thereof contained in the Registration
Statement and the Prospectus;
(xi) the Pooling and Servicing Agreement and the Supplement will
not be required to be qualified under the Trust Indenture Act of 1939, as
amended. The Trust is not now, and immediately following the sale of the
Certificates to the Underwriters will not be, required to be registered
under the Investment Company Act of 1940, as amended;
(xii) the statements in the Registration Statement and the
Prospectus under the heading "Certain Legal Aspects of the Receivables,"
to the extent that they constitute statements of matters of law or legal
conclusions with respect thereto, have been prepared or reviewed by such
counsel and are correct in all material respects; and
(xiii) the statements in the Registration Statement and the
Prospectus under the headings "Tax Matters" and "ERISA Considerations," to
the extent that they constitute statements of matters of law or legal
conclusions with respect thereto, have been prepared or reviewed by such
counsel and are correct in all material respects.
In rendering such opinion counsel may rely (A) as to matters involving the
application of laws of any jurisdiction other than the State of Illinois and
the United States, to the extent deemed proper and stated in such opinion, upon
the opinion of other counsel of good standing believed by such counsel to be
reliable and acceptable to you and your counsel, and (B) as to matters of fact,
to the extent deemed proper and as stated therein, on certificates of
responsible officers of the Trust, the Bank and public officials. References to
the Prospectus in this paragraph (c) include any supplements thereto.
<PAGE>
SALOMON BROTHERS INC
September 13, 1996
Page 17
(d) At the time of the execution of each Terms Agreement by the
parties hereto and at the Closing Date, Arthur Andersen LLP (or such other
independent accountants as shall be named in the applicable Terms Agreement)
shall have furnished to the Representatives a letter or letters, dated
respectively as of the date of such Terms Agreement and as of the Closing Date,
in form and substance satisfactory to the Representatives and counsel for the
Underwriters, confirming that they are certified independent public accountants
within the meaning of the Act and the Exchange Act and the respective
applicable published rules and regulations thereunder and stating in effect that
they have performed certain specified procedures as a result of which they
determined that certain information of an accounting, financial or statistical
nature (which is limited to accounting, financial or statistical information
derived from the general accounting records of the Trust and the Bank) set forth
in the Registration Statement and the Prospectus (and any supplement thereto),
including the information set forth under the captions "Prospectus Summary,"
"The Bank's Credit Card Portfolio," "The Accounts," "The Seller," and "Maturity
and Principal Payment Considerations" in the Prospectus, agrees with the
accounting records of the Trust and the Bank, excluding any questions of legal
interpretation.
(e) The Representatives shall have received from Arthur Andersen LLP
(or such other independent accountants as shall be named in the applicable
Terms Agreement), certified independent public accountants for the Bank, a
letter or letters, dated respectively as of the date of each Terms Agreement
and as of the Closing Date, satisfactory in form and substance to the
Representatives and counsel for the Underwriters, to the effect that they have
performed certain specified procedures as a result of which they have determined
that the information contained in the computer tape of the Accounts made
available to them by the Bank is correct or agrees with the Accounts and the
accounting records of the Trust and the Bank.
<PAGE>
SALOMON BROTHERS INC
September 13, 1996
Page 18
(f) The Representatives shall receive evidence satisfactory to them
that, on or before the Closing Date, UCC-1 financing statements have been or are
being filed in the offices of the Secretaries of State of Illinois, New York and
Delaware, and in the offices of the Nassau County, New York, recorder reflecting
the interest of the Trust in the receivables and the proceeds thereof.
(g) The Representatives shall have received an opinion or opinions of
Skadden, Arps, Slate, Meagher & Flom (or such other counsel as may be named in
the applicable Terms Agreement), special counsel for the Bank, with respect to
certain matters relating to the transfer of the Receivables to the Trust, with
respect to the perfection of the Trust's interest in the Receivables, with
respect to the applicability of certain provisions of the National Bank Act and
with respect to other related matters in a form previously approved by the
Representatives and their counsel.
(h) The Representatives shall have received an opinion from Skadden,
Arps, Slate, Meagher & Flom (or such other counsel as may be named in the
applicable Terms Agreement), special counsel to the Bank, with respect to the
Federal, Illinois and Delaware income tax and New York income and corporate
franchise tax treatment of the Certificates in form and substance satisfactory
to the Underwriters.
(i) The Representatives shall have received from Skadden, Arps,
Slate, Meagher & Flom (or such other counsel as may be named in the applicable
Terms Agreement), counsel for the Underwriters, such opinion or opinions, dated
the Closing Date, with respect to the organization of the Bank, the validity of
the Certificates, the Registration Statement, the Prospectus and other related
matters as you may require, and the Bank shall have furnished to such counsel
such documents as they reasonably request for the purpose of enabling them to
pass upon such matters.
<PAGE>
SALOMON BROTHERS INC
September 13, 1996
Page 19
(j) The Representatives shall have received a certificate, dated the
Closing Date, of a Vice-President or more senior officer of the Bank in which
such officer, to the best of his or her knowledge after reasonable
investigation, shall state that the representations and warranties of the Bank
in this Agreement are true and correct in all material respects on and as of the
Closing Date, that the Bank has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied hereunder and under the
applicable Terms Agreement at or prior to the Closing Date, that the
representations and warranties of the Bank in the Supplement and the Pooling
and Servicing Agreement are true and correct as of the dates specified in the
Supplement and in the Pooling and Servicing Agreement, that no stop order
suspending the effectiveness of the Registration Statement has been issued and
no proceedings for that purpose have been instituted or are threatened by the
Commission and that, subsequent to the date of the most recent financial
statement, delivered to you pursuant to Section 2(ix) hereof, there has been no
material adverse change in the financial position or results of operation of
First Chicago NBD Corporation or the Bank or of the Bank's credit card business
except as set forth in or contemplated by the Prospectus; provided, however,
that any certification involving First Chicago NBD Corporation may be given by a
Vice President or more senior officer of First Chicago Corporation.
(k) You shall have received an opinion of in-house counsel of Norwest
Bank Minnesota, National Association (or such other counsel as may be named in
the applicable Terms Agreement), as counsel for the Trustee, addressed to the
Representatives and the Bank, dated the Closing Date and satisfactory in form
and substance to you and your counsel to the effect that:
(i) the Trustee has been duly organized and is validly existing
as a national banking association in good standing under the laws of the
United States of America;
<PAGE>
SALOMON BROTHERS INC
September 13, 1996
Page 20
(ii) the Trustee has the corporate power and authority to enter
into and perform its obligations under the Supplement, the Pooling and
Servicing Agreement and (if applicable) the Enhancement Agreement and has
duly authorized, executed and delivered the Supplement, the Pooling and
Servicing Agreement and (if applicable) the Enhancement Agreement, and the
Supplement, the Pooling and Servicing Agreement and (if applicable) the
Enhancement Agreement constitute the legal, valid and binding agreements
of the Trustee, enforceable in accordance with their terms, except (y) the
enforceability thereof may be subject to bankruptcy, insolvency,
reorganization, moratorium, conservatorship, receivership, or other similar
laws now or hereafter in effect relating to creditors' rights generally and
(z) except as enforcement thereof may be subject to general principles of
equity (regardless of whether enforcement is considered in a proceeding in
equity or at law) as well as concepts of reasonableness, good faith and
fair dealing;
(iii) the Certificates have been duly authenticated by the
Trustee;
(iv) the execution and delivery of the Supplement, the Pooling
and Servicing Agreement and (if applicable) the Enhancement Agreement and
the performance by the Trustee of their terms do not conflict with or
result in a violation of (A) any United States of America or state law or
regulation governing the banking or trust powers of the Trustee, or (B)
the articles of association or by-laws of the Trustee; and
(v) no approval, authorization or other action by, or filing
with, any governmental authority of the United States of America having
jurisdiction over the banking or trust powers of the Trustee is required in
connection with its execution and delivery of the Supplement, the Pooling
and Servicing Agreement and (if applicable) the Enhancement Agreement or
the performance by the Trustee of their terms.
<PAGE>
SALOMON BROTHERS INC
September 13, 1996
Page 21
(l) You shall have received an opinion of the counsel to the
Enhancement Provider, if any, addressed to the Representatives and the Bank,
dated the Closing Date and satisfactory in form and substance to the
Representatives and their counsel to the effect that:
(i) the Enhancement Provider is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its
organization, is duly qualified to do business in all jurisdictions where
the nature of its operations as contemplated in the Enhancement Agreement
requires such qualification, and has the power and authority (corporate and
other) to issue the Enhancement and to perform its obligations under the
Enhancement and the applicable Enhancement Agreement;
(ii) the Enhancement and the applicable Enhancement Agreement
have each been duly authorized, executed and delivered by the Enhancement
Provider, and each constitutes the legal, valid and binding obligation of
the Enhancement Provider, enforceable in accordance with its terms, except
to the extent that the enforceability thereof may be subject to bankruptcy,
insolvency, reorganization, conservatorship, moratorium or other similar
laws now or hereafter in effect relating to creditors, rights as such laws
would apply in the event of the insolvency, liquidation or reorganization
or other similar occurrence with respect to the Enhancement Provider or in
the event of any moratorium or similar occurrence affecting the
Enhancement Provider;
(iii) the execution, delivery and performance by the Enhancement
Provider of the Enhancement Agreement and the Enhancement have been duly
authorized by all necessary corporate action on the part of the Enhancement
Provider, and under present law do not and will not contravene any law or
governmental regulation or order presently binding on the Enhancement
Provider or the charter or the by-laws of the Enhancement Provider or
contravene any provision of or constitute a default under any indenture,
contract or other instrument to which the Enhancement Provider is a party
or by which the Enhancement Provider is bound; and
<PAGE>
SALOMON BROTHERS INC
September 13, 1996
Page 22
(iv) the execution, delivery and performance by the Enhancement
Provider of the Enhancement Agreement and the Enhancement do not require
the consent or approval of, the giving of notice to, the registration with,
or the taking of any other action in respect of any Federal, state or other
governmental agency or authority which has not previously been effected.
(m) [Reserved]
(n) The Enhancement Agreement shall have been duly authorized,
executed and delivered, the Enhancement shall have been duly authorized,
executed, issued and delivered by the Enhancement Provider, all fees due and
payable to the Enhancement Provider as of the Closing Date shall have been paid
in full at or prior to the Closing Date and the Enhancement shall conform in all
material respects to the description thereof in the Registration Statement and
the Prospectus.
(o) Subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, there shall not have
been any change, or any development involving a prospective change, in or
affecting the business or properties of the Trust or the Bank the effect of
which, in any case referred to above, is, in the judgment of the
Representatives, so material and adverse as to make it impractical or
inadvisable to proceed with the offering or the delivery of the Certificates as
contemplated by the Registration Statement and the Prospectus.
(p) All proceedings in connection with the transactions contemplated
by this Agreement and all documents incident hereto shall be satisfactory in
form and substance to the Representatives and counsel for the Underwriters, and
the Representatives and counsel for the Underwriters shall have received such
information, certificates and documents as the Representatives or counsel for
the Underwriters may reasonably request.
(q) You shall have received evidence satisfactory to you that the
Certificates shall be rated in accordance with the applicable Terms Agreement by
the rating agency or agencies specified therein.
<PAGE>
SALOMON BROTHERS INC
September 13, 1996
Page 23
If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and counsel for the Underwriters, this
Agreement and all your obligations hereunder may be cancelled at, or at any time
prior to, the Closing Date by you. Notice of such cancellation shall be given
to the Trust and the Bank in writing or by telephone or telegraph confirmed in
writing. The Bank will furnish, or cause to be furnished to, you with such
number of conformed copies of such opinions, certificates, letters and documents
as you reasonably request.
7. Indemnification and Contribution. (a) The Bank will indemnify
--------------------------------
and hold harmless each Underwriter against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject,
under the Act, the Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained
in the Registration Statement, the Prospectus, or any amendment or supplement
thereto, or any related Preliminary Prospectus, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any
such loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that (i) the Bank will not be liable in any such case to the
- -------- -------
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement in or omission or alleged
omission from any of such documents in reliance upon and in conformity with
written information furnished to the Bank by any Underwriter through you
specifically for use therein and (ii) such indemnity with respect to the
Prospectus shall not inure to the benefit of any Underwriter (or any person
controlling such Underwriter) from whom the person as-
<PAGE>
SALOMON BROTHERS INC
September 13, 1996
Page 24
serting any such loss, claim, damage or liability purchased the Certificates
which are the subject thereof if such person did not receive a copy of the
Prospectus (or the Prospectus as supplemented) excluding documents incorporated
therein by reference at or prior to the confirmation of the sale of such
Certificates to such person in any case where such delivery is required by the
Act and the untrue statement or omission of a material fact contained in any
Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as
supplemented). This indemnity agreement will be in addition to any liability
which the Bank may otherwise have.
(b) Each Underwriter, severally, agrees to indemnify and hold harmless
the Bank, each of its directors, each of the officers who signs the Registration
Statement, and each person who controls the Bank within the meaning of the Act,
to the same extent as the foregoing indemnities from the Bank to each
Underwriter, but only with reference to written information relating to such
Underwriter furnished to the Bank by or on behalf of such Underwriter
specifically for use in the preparation of the documents referred to in the
foregoing indemnity. This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a) or (b) above, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party otherwise than
under subsection (a) or (b) above. In case any such action is brought against
any indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and to
the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to
such indemnified party (who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying party); provided, however,
-------- -------
that if the defendants in any such action include both the indemnified party and
the indem-
<PAGE>
SALOMON BROTHERS INC
September 13, 1996
Page 25
nifying party and the indemnified party shall have reasonably concluded that
there may be legal defenses available to it and/or other indemnified parties
which are different from or additional to those available-to the indemnifying
party, the indemnified party or parties shall have the right to select separate
counsel to assert such legal defenses and to otherwise participate in the
defense of such action on behalf of such indemnified party or parties. Upon
receipt of notice from the indemnifying party to such indemnified party of its
election to so appoint counsel to defend such action and approval by the
indemnified party of such counsel, the indemnifying party will not be liable to
such indemnified party under this Section 7 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel
in connection with the assertion of legal defenses in accordance with the
proviso to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel, approved by the Underwriters in the case of subsection (a) of
this Section 7, representing the indemnified parties under such subsection (a)
who are parties to such action), (ii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of commencement of the
action or (iii) the indemnifying party has authorized the employment of counsel
for the indemnified party at the expense of the indemnifying party; and except
that, if clause (i) or (iii) is applicable, such liability shall be only in
respect of the counsel referred to in such clause (i) or (iii).
(d) To provide for just and equitable contribution in circumstances in
which the indemnification provided for in subsection (a) or (b) of this Section
7 is due in accordance with its terms but is for any reason held by a court to
be unavailable on grounds of policy or otherwise, the Bank, on the one hand, and
the Underwriters, on the other, shall contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) to which the Bank
and the Underwriters may be subject in such
<PAGE>
SALOMON BROTHERS INC
September 13, 1996
Page 26
proportion so that the Underwriters are responsible for that portion represented
by the percentage that the underwriting discount appearing on the cover page of
the Prospectus bears to the public offering price appearing thereon and the Bank
is responsible for the balance; provided, however, that (y) in no case shall any
-------- -------
Underwriter (except as may be provided in the agreement among Underwriters
relating to the offering of the Certificates) be responsible for any amount in
excess of the underwriting discount applicable to the Certificates purchased by
such Underwriter hereunder and (z) no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 7, each person who controls an
Underwriter within the meaning of the Act shall have the same rights to
contribution as such Underwriter, and each person who controls the Bank within
the meaning of the Act, each officer of the Bank who shall have signed the
Registration Statement and each director of the Bank shall have the same rights
to contribution as the Bank, as the case may be, subject in each case to clauses
(y) and (z) of this subsection (d). Any party entitled to contribution will,
promptly after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for contribution may
be made against any other party or parties under this subsection (d), notify
such party or parties from whom contribution may be sought, but the omission to
so notify such party or parties shall not relieve the party or parties from whom
contribution may be sought from any other obligation it or they may have
hereunder or otherwise than under this subsection (d).
8. Default by an Underwriter. If any one or more Underwriters shall
-------------------------
fail to purchase and pay for any of the Certificates agreed to be purchased by
such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
any pay for (in the respective proportions which the amount of Certificates set
forth opposite their names in Schedule I to the Terms Agreement bears to the
aggregate amount of Certificates set forth opposite the names of
<PAGE>
SALOMON BROTHERS INC
September 13, 1996
Page 27
all the remaining Underwriters) the Certificates which the defaulting
Underwriter or Underwriters agreed but failed to purchase; provided, however,
-------- -------
that in the event that the aggregate amount of Certificates which the defaulting
Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of
the aggregate amount of the Certificates set forth in Schedule I to the Terms
Agreement, the remaining Underwriters shall have the right to purchase all, but
shall not be under any obligation to purchase any, of the Certificates, and if
such nondefaulting Underwriters do not purchase all the Certificates, this
Agreement will terminate without liability to any nondefaulting Underwriter,
the Trust or the Bank. In the event of a default by any Underwriter as set
forth in this Section 8, the Closing Date shall be postponed for such period,
not exceeding seven days, as the Underwriters shall determine in order that the
required changes in the Registration Statement and the Prospectus or in any
other documents or arrangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting Underwriter of its liability, if any, to
the Bank and any nondefaulting Underwriter for damages occasioned by its default
hereunder.
9. Survival of Certain Representations and Obligations. The
---------------------------------------------------
respective indemnities, agreements, representations, warranties and other
statements of the Bank or its officers and of the Underwriters set forth in or
made pursuant to this Agreement will remain in full force and effect, regardless
of any investigation, or statement as to the results thereof, made by or on
behalf of any Underwriter, the Bank or any of their respective representatives,
officers or directors or any controlling person, and will survive delivery of
and payment for the Certificates. If this Agreement is terminated pursuant to
Section 8 or if for any reason the purchase of the Certificates by the
Underwriters is not consummated, the Bank shall remain responsible for the
expenses to be paid or reimbursed by it pursuant to Section 5 and the respective
obligations of the Bank and the Underwriters pursuant to Section 7 shall remain
in effect. If the purchase of the Certificates by the Underwriters is not
consummated for any reason other than solely because of the termination of
this Agreement pursuant to Section 8 or the occurrence of any event specified in
clauses (iii), (iv) or (v) of Section 6(b), the Bank will reimburse the
<PAGE>
SALOMON BROTHERS INC
September 13, 1996
Page 28
Underwriters for all out-of-pocket expenses (including fees and disbursements of
counsel) reasonably incurred by them in connection with the offering of the
Certificates.
10. Notices. All communications hereunder will be in writing and, if
-------
sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed
to you at or c/o Salomon Brothers Inc, Seven World Trade Center, New York, New
York 10048, Attention: Legal Department, or, if sent to the Bank, will be
mailed, delivered or telegraphed and confirmed to FCC National Bank, c/o First
Chicago NBD Corporation, One First National Plaza, Chicago, Illinois 60670,
Attention: Treasurer; provided, however, that any notice to an Underwriter
pursuant to Section 7 will be mailed, delivered or telegraphed and confirmed to
such Underwriter.
11. Successors. This Agreement will inure to the benefit of and be
----------
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 7, and no other
person will have any right or obligation hereunder.
12. Representation of Underwriters. Any action under this Agreement
------------------------------
with respect to any Series taken by the Representatives jointly or by Salomon
will be binding upon the Underwriters.
13. Applicable Law. This Agreement shall be governed by, and
--------------
construed in accordance with, the laws of the State of New York.
14. Miscellaneous. Neither this Agreement nor any term hereof may be
-------------
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought.
<PAGE>
SALOMON BROTHERS INC
September 13, 1996
Page 29
If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon
it will become a binding agreement between the Bank and the several
Underwriters in accordance with its terms.
Very truly yours,
FCC NATIONAL BANK
By: /s/ Scott P. Marks, Jr.
__________________________
Name: Scott P. Marks, Jr.
Title: Chairman
The foregoing Underwriting Agreement
is hereby confirmed and accepted as
of the date first above written.
SALOMON BROTHERS INC
By: /s/ Gregory T. Kosinski
__________________________
Name: Gregory T. Kosinski
Title: Associate
<PAGE>
EXHIBIT A
FIRST CHICAGO MASTER TRUST II
CREDIT CARD CERTIFICATES SERIES 199_-_
TERMS AGREEMENT
---------------
Dated:____________
To: FCC NATIONAL BANK
Re: Underwriting Agreement dated September , 1996
Series Designation: Series 199_-_
Underwriters:
The Underwriters named on Schedule I attached hereto are the
"Underwriters" for the purpose of this Agreement and for the purposes of the
above referenced Underwriting Agreement as such Underwriting Agreement is
incorporated herein and made a part hereof.
Terms of the Certificates:
- -------------------------
<TABLE>
<S> <C> <C>
Initial
Invested Interest Price to
Amount Rate or Formula Public (1)
------ --------------- ----------
</TABLE>
(1) Plus accrued interest at the applicable rate from
___________.
Payment Dates: __________, _________, _________ and
- -------------
___________, commencing ________ __, 199_.
Certificate Rating(s]: ________ by ____________
- ---------------------
_____________,
[_______ by ____________
_____________.
A-1
<PAGE>
Enhancement Provider:
- --------------------
Purchase Price:
- --------------
The purchase price payable by the Underwriters for the Certificates
covered by this Agreement will be the following percentage of the principal
amounts to be issued:
Per Certificate _________%
Registration Statement:
- ----------------------
Underwriting Commissions, Concessions and Discounts:
- ---------------------------------------------------
The Underwriters' discounts and commissions, the concessions that the
Underwriters may allow to certain dealers, and the discounts that such dealers
may reallow to certain other dealers, each expressed as a percentage of the
principal amount of the Certificates, shall be as follows:
<TABLE>
<CAPTION>
Underwriting
Discounts and Selling
Commissions Concessions Reallowance
- ------------- ----------- -----------
<S> <C> <C>
___% ___% ___%
</TABLE>
Closing Date: ___________ __, 19__, ___ a.m., [New York] Time
- ------------
Location of Closing:
- -------------------
Payment for the Certificates:
- ----------------------------
Opinion Modifications:
- ---------------------
Other Modifications:
- -------------------
A-2
<PAGE>
The Underwriters agree, severally and not jointly, subject to the
terms and provisions of the above referenced Underwriting Agreement which is
incorporated herein in its entirety and made a part hereof, to purchase the
respective principal amounts of the above referenced Series of Certificates set
forth opposite their names on Schedule I hereto.
SALOMON BROTHERS INC
As Representative of the
Underwriters named in
Schedule 1 hereto.
By:___________________
Name:
Title:
Accepted:
FCC NATIONAL BANK
By:______________________
Name:
Title:
A-3
<PAGE>
SCHEDULE I
UNDERWRITERS
$___________ Principal Amount of Credit Card Certificates Series 19_-_
<TABLE>
<CAPTION>
Principal Amount
----------------
<S> <C>
Salomon Brothers Inc $
[Names of Underwriters]
_______________
$_______________
</TABLE>
A-4
<PAGE>
SCHEDULE II
A-5
<PAGE>
EXHIBIT 4.23
- --------------------------------------------------------------------------------
FCC NATIONAL BANK,
Seller and Servicer
and
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION,
Trustee
on behalf of the Certificateholders
SERIES 1996-Q SUPPLEMENT
Dated as of September 1, 1996
to
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 1990
$1,028,571,429
FIRST CHICAGO MASTER TRUST II
SERIES 1996-Q
- --------------------------------------------------------------------------------
<PAGE>
SERIES 1996-Q SUPPLEMENT dated as of September 1, 1996 (this "Series
Supplement") between FCC NATIONAL BANK, a national bank, as Seller and Servicer,
and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, a banking association
organized and existing under the laws of the United States of America (together
with its successors in trust thereunder as provided in the Agreement referred to
below, the "Trustee"), as trustee under the Pooling and Servicing Agreement
dated as of June 1, 1990 (as amended and supplemented, the "Agreement").
PRELIMINARY STATEMENT
Section 6.09 of the Agreement provides, among other things, that the
Seller 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 Seller for execution and redelivery to the Trustee for
authentication one or more Series of Certificates. The Seller 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 of the Investor Certifi-
cates of Series 1996-Q (the "Series 1996-Q Certificates"). In the event that
any term or provision contained herein shall conflict with or be inconsistent
with any term or provision contained in the Agreement, the terms and provisions
of this Series Supplement shall govern.
All capitalized terms not otherwise defined herein are defined in the
Agreement. All Article, Section or subsection references herein shall mean
Article, Section or subsections of the Agreement, except as otherwise provided
herein. Unless otherwise stated herein, as the context otherwise requires or if
such term is other wise defined in the Agreement, each capitalized term used or
defined herein shall relate only to the Series 1996-Q Certificates and no other
Series of investor certificates issued by the Trust.
SECTION 1. Designation. The Series 1996-Q Certificates shall be
-----------
issued in two classes to be designated generally as the Floating Rate Asset
Backed Certificates Series 1996-Q (to be defined herein as the Class A
Certificates) and the Collateral Interest Series 1996-Q (to be defined herein as
the Collateral Interest). Each
<PAGE>
of the Class A Certificates and the Collateral Interest shall constitute a Class
of Investor Certificates; provided, however, that the Collateral Interest shall
-------- -------
be issued in uncertificated form and the provisions of Article VI and Article
XII of the Agreement relating to the registration, authentication, delivery,
presentation, cancellation and surrender of Registered Certificates shall not be
applicable thereto. In addition, solely for purposes of subsection 9.02(a) of
the Agreement, holders of interests in the Cash Collateral Account (other than
the Seller) shall be deemed to be a Class of Investor Certificates.
SECTION 2. Definitions. The following words and phrases shall have
-----------
the following meaning with respect to the Series 1996-Q Certificates and the
definitions of such terms are applicable to the singular as well as the plural
form of such terms and to the masculine as well as the feminine and neuter
genders of such terms:
"Adjusted Available Cash Collateral Amount" shall mean, with respect
-----------------------------------------
to any Distribution Date, the Available Cash Collateral Amount for such
Distribution Date after giving effect to all withdrawals therefrom for such
Distribution Date pursuant to Section 4.06 of the Agreement.
"Amortization Period" shall mean, with respect to the Series 1996-Q
-------------------
Certificates, and provided that a Rapid Amortization Period shall not have
commenced, a period commencing on the Controlled Amortization Date, and
continuing to the earlier of (x) but not including, the first day of the Due
Period in which a Liquidation Event is deemed to have occurred, (y) and
including, the date on which the Invested Amount is paid in full, or (z) the
Series Termination Date.
"Available Funds" shall have the meaning specified in Section 4.06 of
---------------
the Agreement.
"Available Cash Collateral Amount" shall mean, with respect to any
--------------------------------
Distribution Date, the amount on deposit in the Cash Collateral Account after
giving effect to all deposits therein and withdrawals therefrom with respect to
the immediately preceding Distribution Date, but before giving effect to any
deposits therein or withdrawals therefrom with respect to the related Dis-
tribution Date.
3
<PAGE>
"Available Enhancement Amount" shall mean, with respect to any
----------------------------
Distribution Date, the sum of (a) the Collateral Invested Amount on the related
Determination Date and (b) the Available Cash Collateral Amount.
"Base Rate" shall mean, with respect to any Interest Period, the
---------
annualized percentage equivalent of a fraction, the numerator of which is the
sum of (i) the Class A Monthly Interest, (ii) the Collateral Monthly Interest
and (iii) one-twelfth of the product of 2.00% and the Invested Amount for such
Interest Period, and the denominator of which is the Invested Amount for such
Interest Period.
"Cash Collateral Account" shall have the meaning specified in Section
-----------------------
4.11 of the Agreement.
"Cash Collateral Account Surplus" shall mean, upon the occurrence of a
-------------------------------
Conversion Deposit and after the reduction of the Collateral Invested Amount to
zero, the excess of the amount on deposit in the Cash Collateral Account over
the Required Cash Collateral Account.
"Class A Additional Interest" shall have the meaning specified in
---------------------------
Section 4.04 of the Agreement.
"Class A Available Funds" shall mean, with respect to any Due Period,
-----------------------
an amount equal to the Class A Floating Percentage of the Floating Allocation
Percentage of Collections of Finance Charge Receivables (including any amounts
that are to be treated as Collections of Finance Charge Receivables in
accordance with the Agreement).
"Class A Available Principal Collections" shall mean, with respect to
---------------------------------------
any Distribution Date, the sum of (a) the Class A Principal Percentage of the
Invested Percentage of Collections of Principal Receivables, (b) the amount, if
any, of Unallocated Principal Collections on deposit in the Collection Account
allocated to the Series 1996-Q Certificates pursuant to subsection 4.01(f) of
the Agreement, (c) Excess Principal Collections allocated to the Series 1996-Q
Certificates pursuant to sub section 4.05(c) of the Agreement and (d) any other
amounts which are to be treated as Class A Available Principal Collections in
accordance with the provisions hereof (including, but not limited to, amounts
allocable pursuant to subsections 4.07(a)(iii), 4.07(d)(ii), 4.07(f)(ii),
4.07(g) and 4.09(b)).
4
<PAGE>
"Class A Certificate" shall mean any one of the Certificates executed
-------------------
by the Seller and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit A hereto.
---------
"Class A Certificate Rate" shall mean for the period from the Closing
------------------------
Date through, and including October 14, 1996, 5.63% per annum, and for each
Interest Period thereafter, a per annum rate of 0.13% in excess of LIBOR
determined on the related LIBOR Determination Date, calculated on the basis of
actual days elapsed and a 360-day year.
"Class A Certificateholder" shall mean the Holder of record of a Class
-------------------------
A Certificate.
"Class A Covered Amount" shall have the meaning specified in
----------------------
subsection 4.06(a) of the Agreement.
"Class A Expected Final Distribution Date" shall mean the February
----------------------------------------
2002 Distribution Date.
"Class A Floating Percentage" shall mean, with respect to any
---------------------------
Distribution Date, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Class A Invested
Amount for such Distribution Date and the denominator of which is the Invested
Amount for such Distribution Date.
"Class A Initial Invested Amount" shall mean $900,000,000.
-------------------------------
"Class A Interest Shortfall Amount" shall have the meaning specified
---------------------------------
in Section 4.04 of the Agreement.
"Class A Invested Amount" shall mean, on any date of determination, an
-----------------------
amount equal to (a) the Class A Initial Invested Amount, minus (b) the aggregate
-----
amount of principal payments made to the Class A Certificate holders prior to
such date, minus (c) the excess, if any, of the aggregate amount of Class A
-----
Investor Charge-Offs for all prior Distribution Dates over the aggregate amount
of Class A Investor Charge-Offs reimbursed pursuant to Section 4.09 of the
Agreement prior to such date.
"Class A Investor Charge-Offs" shall have the meaning specified in
----------------------------
Section 4.08 of the Agreement.
5
<PAGE>
"Class A Investor Default Amount" shall mean, with respect to each
-------------------------------
Distribution Date, an amount equal to the product of (i) the Investor Default
Amount for such Distribution Date and (ii) the Class A Floating Percentage for
such Distribution Date.
"Class A Monthly Interest" shall have the meaning specified in Section
------------------------
4.04 of the Agreement.
"Class A Monthly Principal" shall have the meaning specified in
-------------------------
Section 4.05 of the Agreement.
"Class A Principal Percentage" shall mean, with respect to any
----------------------------
Distribution Date (i) relating to the Revolving Period, the percentage
equivalent (which percent age shall never exceed 100%) of a fraction, the
numerator of which is the Class A Invested Amount for such Distri bution Date,
and the denominator of which is the Invested Amount for such Distribution Date
and (ii) relating to the Amortization Period or the Rapid Amortization Period,
the percentage equivalent (which percentage shall never exceed 100%) of a
fraction, the numerator of which is the Class A Invested Amount as of the end of
the day on the last Distribution Date relating to the Revolving Period, and the
denominator of which is the Invested Amount as of such day.
"Class A Required Amount" shall have the meaning specified in Section
-----------------------
4.06 of the Agreement.
"Closing Date" shall mean September 25, 1996.
------------
"Collateral Additional Interest" shall have the meaning specified in
------------------------------
Section 4.04 of the Agreement.
"Collateral Available Funds" shall mean, with respect to any Due
--------------------------
Period, an amount equal to the Collateral Floating Percentage of the Floating
Allocation Percentage of Collections of Finance Charge Receivables (including
any amounts that are to be treated as Collections of Finance Charge Receivables
in accordance with the Agreement).
"Collateral Default Amount" shall mean, with respect to each
-------------------------
Distribution Date, an amount equal to the product of (i) the Investor Default
Amount for such Distribution Date and (ii) the Collateral Floating Percentage
for such Distribution Date.
6
<PAGE>
"Collateral Floating Percentage" shall mean, with respect to any
------------------------------
Distribution Date, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Collateral Invested
Amount for such Distribution Date, and the denominator of which is the Invested
Amount for such Distribution Date.
"Collateral Initial Invested Amount" shall mean $128,571,429.
----------------------------------
"Collateral Invested Amount" shall mean, for any date of
--------------------------
determination, an amount equal to (a) the Collateral Initial Invested Amount,
minus (b) an amount equal to the amount by which the Collateral Invested Amount
- -----
has been reduced on all prior Distribution Dates pursuant to Section 4.08 of the
Agreement, minus (c) the aggregate amount of Collateral Monthly Principal
-----
applied in accordance with the Loan Agreement pursuant to Section 4.07 of the
Agreement or deposited into the Cash Collateral Account pursuant to subsection
4.11(e) of the Agreement prior to such date; provided, however, that the Col-
-------- -------
lateral Invested Amount may not be reduced below zero.
"Collateral Interest" shall mean a fractional undivided interest in
-------------------
the Trust which shall consist of the right to receive, to the extent necessary
to make the required payments to the Collateral Interest Holder under this
Supplement, the portion of Collections allocable thereto under the Agreement and
funds on deposit in the Collection Account allocable thereto pursuant to the
Agreement.
"Collateral Interest Holder" shall mean the entity so designated in
--------------------------
the Loan Agreement.
"Collateral Interest Shortfall Amount" shall have the meaning
------------------------------------
specified in Section 4.04 of the Agreement.
"Collateral Monthly Interest" shall have the meaning specified in
---------------------------
Section 4.04 of the Agreement.
"Collateral Monthly Principal" shall have the meaning specified in
----------------------------
Section 4.05 of the Agreement.
7
<PAGE>
"Collateral Principal Collections" shall mean, with respect to any Due
--------------------------------
Period, the Collateral Principal Percentage of the Invested Percentage of
Collections of Principal Receivables plus any other amounts which are to be
----
treated as Collateral Principal Collections in accordance with the provisions
hereof minus the amount of Reallocated Principal Collections with respect to
-----
such Due Period.
"Collateral Principal Percentage" shall mean, with respect to any
-------------------------------
Distribution Date (i) relating to the Revolving Period, the percentage
equivalent (which percentage shall never exceed 100%) of a fraction, the
numerator of which is the Collateral Invested Amount for such Distribution Date,
and the denominator of which is the Invested Amount for such Distribution Date
and (ii) relating to the Amortization Period or the Rapid Amortization Period,
the percentage equivalent (which percentage shall never exceed 100%) of a
fraction, the numerator of which is the Collateral Invested Amount as of the end
of the day on the last Distribution Date relating to the Revolving Period.
"Collateral Rate" shall mean the rate designated as such in the Loan
---------------
Agreement.
"Controlled Amortization Amount" shall mean one-twelfth of the Class A
------------------------------
Initial Invested Amount.
"Controlled Amortization Date" shall mean the first day of the
----------------------------
February 2001 Due Period.
"Controlled Amount" shall mean, with respect to any Distribution Date
-----------------
relating to the Amortization Period, an amount equal to the sum of the
Controlled Amortization Amount and any existing Deficit Controlled Amorti-
zation Amount.
"Conversion Deposit" shall have the meaning specified in subsection
------------------
4.11(e) of the Agreement.
"Conversion Event" shall mean any event that the Seller, in its sole
----------------
discretion, shall determine makes it advisable that the Collateral Invested
Amount no longer be Enhancement.
"Deficit Controlled Amortization Amount" shall mean, on the first
--------------------------------------
Distribution Date with respect to the Amortization Period, the excess, if any,
of the Con-
8
<PAGE>
trolled Amortization Amount over the amount distributed from the Collection
Account as Class A Monthly Principal for such Distribution Date and, on each
subsequent Distribution Date with respect to the Amortization Period, the
excess, if any, of the Controlled Amount over the Class A Monthly Principal
distributed from the Collection Account to the Class A Certificateholders on
such Distribution Date.
"Eligible Institution" shall have the meaning specified in Section
--------------------
1.01 of the Agreement, except that the reference therein to "First Chicago"
shall instead be to "the Servicer."
"Enhancement" shall mean the Cash Collateral Account and the
-----------
Collateral Invested Amount.
"Enhancement Provider" shall mean the Collateral Interest Holder.
--------------------
"Enhancement Surplus" shall mean, with respect to any Distribution
-------------------
Date, the amount by which the Collateral Invested Amount may be reduced on such
Distribution Date so that the sum of (i) the Adjusted Available Cash Collateral
Amount (after giving effect to any deposits pursuant to subsection 4.09(f) for
such Distribution Date), (ii) the Collateral Invested Amount (after giving
effect to any reductions thereof on such Distribution Date pursuant to Section
4.08 of the Agreement) as reduced by such Enhancement Surplus and (iii) the
Optional Deposit for such Distribution Date, if any, equals the Required
Enhancement Amount (computed as if the Collateral Invested Amount was reduced
by such Enhancement Surplus and subject to the proviso contained in the defini-
tion of Required Enhancement Amount).
Algebraically, if the Required Enhancement Amount for the Distribution
Date is computed pursuant to clause (i) of the definition thereof, the
Enhancement Surplus shall be represented as:
.135 (AIA + (CIA-X)) = ACCA + (CIA-X)
where,
X = the Enhancement Surplus;
AIA = the Class A Invested Amount at the end of such Distribution Date;
9
<PAGE>
ACCA = the Adjusted Available Cash Collateral Amount (after giving
effect to any deposit pursuant to subsection 4.09(f) or Optional Deposit on such
Distribution Date); and
CIA = the Collateral Invested Amount on such Distribution Date (after
giving effect to any reductions thereof pursuant to Section
4.08).
Algebraically, if the Required Enhancement Amount for the Distribution
Date is computed pursuant to clause (ii) of the definition thereof, the
Enhancement Surplus shall be represented as:
$10,285,714 + 2($10,285,714 - ACCA) = ACCA + (CIA-X)
where,
X = the Enhancement Surplus;
ACCA = the Adjusted Available Cash Collateral Amount (after giving
effect to any deposit pursuant to Section 4.09(f) or Optional
Deposit on such Distribution Date); and
CIA = the Collateral Invested Amount on such Distribution Date (after
giving effect to any reductions thereof pursuant to Section
4.08).
"Excess Finance Charge Collections" shall have the meaning specified
---------------------------------
in subsection 4.04(c) of the Agreement.
"Excess Principal Collections" shall have the meaning specified in
----------------------------
subsection 4.05(c) of the Agreement.
"Excess Spread" shall mean, with respect to any Distribution Date, the
-------------
sum of the amounts, if any, specified in subsections 4.07(a)(iv) and 4.07(b).
"Fixed Allocation Percentage" shall mean, with respect to any
---------------------------
Distribution Date relating to the Amortization Period or any Rapid Amortization
Period, the percentage equivalent of a fraction, the numerator of which is the
Invested Amount as of the end of the day on the last Distribution Date relating
to the Revolving Period and the denominator of which is the greater of (a)
10
<PAGE>
Aggregate Principal Receivables for the Due Period related to the current
Distribution Date and (b) the sum of the numerators used to calculate the
Invested Percentages with respect to Principal Receivables for all Series of
investor certificates outstanding for the current Distribution Date.
"Floating Allocation Percentage" shall mean, with respect to any
------------------------------
Distribution Date, the percentage equivalent of a fraction, the numerator of
which is the Invested Amount for such Distribution Date, and the denominator of
which is Aggregate Principal Receivables for the Due Period related to such
Distribution Date.
"Initial Invested Amount" shall mean the sum of the Class A Initial
-----------------------
Invested Amount and the Collateral Initial Invested Amount.
"Interchange" shall mean the interchange fees payable to the Seller,
-----------
in its capacity as credit card issuer, through VISA USA, Inc. and MasterCard
International Incorporated in connection with cardholder charges for goods and
services.
"Interchange Amount" shall mean, for any Distribution Date, the
------------------
amount of Interchange paid or payable to the Seller with respect to the second
calendar month preceding the month in which the Distribution Date occurs
multiplied by a fraction the numerator of which is the aggregate amount of
cardholder sales charges for goods and services in the Accounts with respect to
the second preceding Due Period and the denominator of which is the aggregate
amount of cardholder charges for goods and services in all the "MasterCard" and
"VISA" consumer revolving credit card accounts of the Seller with respect to
such second preceding Due Period.
"Interchange Monthly Servicing Fee" shall have the meaning specified
---------------------------------
in subsection 4.12(b) of the Agreement.
"Interest Period" shall mean, with respect to any Distribution Date,
---------------
the period from and including the Distribution Date immediately preceding such
Distribution Date (or, in the case of the first Distribution Date, from and
including the Closing Date) to but excluding such Distribution Date.
11
<PAGE>
"Invested Amount" shall mean, with respect to any date of
---------------
determination, an amount equal to the sum of (a) the Class A Invested Amount and
(b) the Collateral Invested Amount.
"Invested Percentage" shall mean, on any date of determination with
-------------------
respect to any Distribution Date: (a) when used with respect to Principal
Receivables during the Amortization Period or a Rapid Amortization Period, the
Fixed Allocation Percentage; and (b) when used with respect to Principal
Receivables during the Revolving Period and Finance Charge Receivables and
Defaulted Receivables at any time, the Floating Allocation Percentage.
"Investor Default Amount" shall mean, with respect to each
-----------------------
Distribution Date, an amount equal to the product of the Defaulted Amount for
such Distribution Date and the Invested Percentage applicable for such
Distribution Date.
"LIBOR" shall mean, for any Interest Period other than the initial
-----
Interest Period from the Closing Date through, but excluding, October 15, 1996,
the London interbank offered rate for one-month deposits of Dollars determined
by the Servicer for each Interest Period in accordance with the provisions of
Section 4.13 of the Agreement.
"LIBOR Determination Date" shall mean September 23, 1996 for the
------------------------
period from September 25, 1996 through, and including, October 14, 1996; October
10, 1996 for the period from October 15, 1996 through, and including, November
14, 1996; and the second London Business Day prior to the commencement of each
subsequent Interest Period.
"Loan Agreement" shall mean the Loan Agreement among the Seller, the
--------------
Servicer, the Trustee and the Collateral Interest Holder, dated the date hereof,
as amended, supplemented or otherwise modified from time to time in accordance
with its terms.
"London Business Day" shall mean any Business Day other than a
-------------------
Business Day on which banking institutions in London, England dealing in
deposits in United States Dollars are authorized or obligated by law or
executive order to be closed.
12
<PAGE>
"Optional Deposit" shall have the meaning specified in subsection
----------------
4.11(d) of the Agreement.
"Payment Date" shall mean any Distribution Date, commencing November
------------
15, 1996, and the Termination Payment Date.
"Principal Shortfall" shall have the meaning specified in Section 4.03
-------------------
of the Agreement.
"Rapid Amortization Period" shall mean, with respect to the Series
-------------------------
1996-Q Certificates, a period beginning on the first day of the Due Period in
which a Liquidation Event is deemed to occur and continuing to and including the
earlier of (a) the date on which the Invested Amount is paid in full or (b) the
Series Termination Date.
"Rating Agency" shall mean, with respect to Series 1996-Q, the rating
-------------
agency or agencies rating any Class of the Series 1996-Q Certificates at the
request of the Seller, including Moody's, Standard & Poor's and Fitch Investors
Service, Inc.
"Reallocated Principal Collections" shall mean, with respect to any
---------------------------------
Due Period, the Collateral Principal Percentage of the Invested Percentage of
Collections of Principal Receivables but only to the extent that such
Collections of Principal Receivables are actually distributed pursuant to
subsection 4.10(a) of the Agreement.
"Record Date" shall mean, with respect to any Distribution Date, the
-----------
last day of the calendar month immediately preceding such Distribution Date.
"Reference Banks" shall mean four major banks in the London interbank
---------------
market selected by the Servicer and identified in an Officer's Certificate
delivered to the Trustee on the Closing Date or in any subsequent Officer's
Certificate delivered no later than one Business Day prior to the then current
LIBOR Determination Date.
"Required Cash Collateral Amount" shall mean, with respect to any
-------------------------------
Distribution Date, the Required Enhancement Amount minus the Collateral
-----
Invested Amount after giving effect to all reductions of the Collateral Invested
Amount with respect to such Distribution Date pursuant to Section 4.08 and any
reductions of the Col-
13
<PAGE>
lateral Invested Amount with respect to such Distribution Date pursuant to
Section 4.07 other than as a result of any Enhancement Surplus due to any
Optional Deposit.
"Required Enhancement Amount" shall mean, with respect to any
---------------------------
Distribution Date, the greater of (i) the product of (a) the Invested Amount as
of such Distribution Date after taking into account all distributions and
reductions to be made on such Distribution Date, and (b) 13.5% and (ii) the sum
of (A) $10,285,714 and (B) the product of (I) two and (II) the excess, if any,
of $10,285,714 over the Adjusted Available Cash Collateral Amount; provided,
--------
however, that (i) if there are any withdrawals from the Cash Collateral Account
- -------
pursuant to Section 4.06 of the Agreement or any reductions in the Collateral
Invested Amount pursuant to clause (b) of the definition of such amount, or a
Liquidation Event occurs with respect to the Series 1996-Q Certificates, then
the Required Enhancement Amount for any Distribution Date shall equal the
Required Enhancement Amount on the Distribution Date immediately preceding such
withdrawal, reduction or Liquidation Event, (ii) in no event shall the Required
Enhancement Amount exceed the Class A Invested Amount on any such Distribution
Date, and (iii) the Required Enhancement Amount may be reduced without the
consent of the Class A Certificateholders or the Collateral Interest Holder, if
the Seller shall have received written notice from each Rating Agency (with a
copy delivered to the Trustee) that such reduction will not result in the
reduction or withdrawal of the then current rating of any Class of Series 1996-Q
Certificates rated by such Rating Agency and the Seller shall have delivered to
the Trustee an Officer's Certificate to the effect that, based on the facts
known to such officer at such time, in the reasonable belief of the Seller, such
reduction will not cause a Liquidation Event or an event that, after the giving
of notice or the lapse of time, would constitute a Liquidation Event, to occur
with respect to the Series 1996-Q Certificates.
"Revolving Period" shall mean, with respect to the Series 1996-Q
----------------
Certificates, the period from and including the Closing Date up to and
including the day prior to the day on which the Amortization Period or, if
earlier, a Rapid Amortization Period commences.
"Series D Certificates" or "Series 1991-D" shall mean the 8.40% Credit
--------------------- -------------
Card Certificates Series 1991-D.
14
<PAGE>
"Series E Certificates" or "Series 1992-E" shall mean the 6.25% Asset
--------------------- -------------
Backed Certificates Series 1992-E.
"Series I Certificates" or "Series 1994-I" shall mean the Floating
--------------------- -------------
Rate Asset Backed Certificates Series 1994-I.
"Series J Certificates" or "Series 1994-J" shall mean the Floating
--------------------- -------------
Rate Asset Backed Certificates Series 1994-J.
"Series K Certificates" or "Series 1994-K" shall mean the Floating
--------------------- -------------
Rate Credit Card Certificates Series 1994-K.
"Series L Certificates" or "Series 1994-L" shall mean the 7.15% Credit
--------------------- -------------
Card Certificates Series 1994-L.
"Series M Certificates" or "Series 1995-M" shall mean the Floating
--------------------- -------------
Rate Credit Card Certificates Series 1995-M.
"Series N Certificates" or "Series 1995-N" shall mean the Floating
--------------------- -------------
Rate Credit Card Certificates Series 1995-N.
"Series O Certificates" or "Series 1995-O" shall mean the Floating
--------------------- -------------
Rate Credit Card Certificates Series 1995-O.
"Series P Certificates" or "Series 1995-P" shall mean the Floating
--------------------- -------------
Rate Credit Card Certificates Series 1995-P.
"Series 1996-Q Certificateholder" shall mean the Holder of record of a
-------------------------------
Class A Certificate or the Collateral Interest Holder.
"Series 1996-Q Certificateholders' Interest" shall have the meaning
------------------------------------------
specified in Section 4.02 of the Agreement.
"Series Termination Date" shall mean the April 2003 Distribution Date.
-----------------------
"Servicing Fee Percentage" shall mean 0.75% per annum.
------------------------
15
<PAGE>
"Shortfall Amount" shall have the meaning specified in Section 4.04 of
----------------
the Agreement.
"Telerate Page 3750" shall mean the display page currently so
------------------
designated on the Dow Jones Telerate Service (or such other page as may replace
such page on such service for the purpose of displaying comparable rates or
prices).
"Termination Payment Date" shall mean the earlier of (a) the
------------------------
Distribution Date on which final payment has been made on the Series 1996-Q
Certificates and (b) the Series Termination Date.
"Withdrawal Amount" shall mean, with respect to the Class A
-----------------
Certificates, and with respect to any Distribution Date, the lesser of (a) the
Class A Required Amount calculated for such Distribution Date and (b) the
Available Cash Collateral Amount calculated for such Distribution Date.
SECTION 3. Minimum First Chicago Interest Per centage and Minimum
------------------------------------------------------
Aggregate Principal Receivables. The Minimum First Chicago Interest Percentage
- -------------------------------
applicable to the Series 1996-Q Certificates shall be 7% (unless (a) the Rating
Agencies confirm in writing that a lower percentage will not cause a reduction
or withdrawal of the then rating of any Class of Series 1996-Q Certificates and
(b) the Seller receives an Opinion of Counsel that such reduction will not
adversely affect the Federal income tax characterization of the Series 1996-Q
Certificates or any other outstanding investor certificates, or be treated as
an exchange within the meaning of Section 1001 of the Code). The Minimum
Aggregate Principal Receivables shall be the sum of (i) the Initial Invested
Amount and (ii) the initial invested amounts of all other Series then
outstanding or, if any Series calculates the invested percentage with respect to
Principal Receivables by means of a numerator based other than on the initial
invested amount of such Series, then at least equal to the sum of the initial
invested amount of each Series then outstanding which calculates such invested
percent age on the basis of initial invested amount plus, for each other Series
then outstanding, the then current numerator used to calculate the invested
percentage with respect to Principal Receivables for such Series.
SECTION 4. Reassignment and Transfer Terms. The Series 1996-Q
-------------------------------
Certificates may be reassigned and
16
<PAGE>
transferred to the Seller on any Distribution Date in the Amortization Period or
the Rapid Amortization Period on or after the Invested Amount is reduced to an
amount less than or equal to 5% of the Initial Invested Amount in accordance
with the terms specified in subsection 12.02(a) of the Agreement, subject to any
limitation specified in the Loan Agreement. The repurchase price of any such
repurchase shall be equal to the Invested Amount plus accrued and unpaid
interest on the Series 1996-Q Certificates through the Distribution Date on
which the repurchase occurs.
SECTION 5. Delivery and Payment for the Series 1996-Q Certificates.
-------------------------------------------------------
The Trustee shall deliver the Class A Certificates when authenticated in
accordance with Section 6.02 of the Agreement. The Collateral Interest shall
be acquired in accordance with the Loan Agreement.
SECTION 6. Form of Delivery of the Series 1996-Q Certificates. The
--------------------------------------------------
Class A Certificates shall be delivered as Book Entry Certificates as provided
in Section 6.01 of the Agreement. The Collateral Interest shall be delivered in
uncertificated form as provided in the Loan Agreement.
SECTION 7. Article IV of Agreement. Any provision of Article IV of
-----------------------
the Agreement which distributes Collections to the Seller on the basis of the
Seller's Percentage shall continue to apply irrespective of the issuance of the
Series 1996-Q Certificates. With respect to the Series 1996-Q Certificates,
Article IV of the Agreement (except for Section 4.01 thereof) shall read as
follows:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.02 Rights of Series 1996-Q Certificateholders. The
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Investor Certificates of Series 1996-Q shall represent fractional Undivided
Interests in the Trust, consisting of the right to receive, to the extent
necessary to make the required payments with respect to such Investor
Certificates at the times and in the amounts specified in this Agreement, (a)
the related Invested Percentage of Collections received with respect to the
Receivables (including the Interchange Amount
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allocable to the Series 1996-Q Certificateholders), (b) funds on deposit in the
Collection Account and (c) funds on deposit in the Cash Collateral Account (the
"Series 1996-Q Certificateholders' Interest"). The Exchangeable Seller's
Certificate and any other Series of investor certificates outstanding shall
represent fractional Undivided Interests in the Trust Assets not allocated
pursuant to this Agreement to the Series 1996-Q Certificateholders' Interest,
including the right to receive Collections with respect to the Receivables and
other amounts at the times and in the amounts specified in this Article IV to be
paid to the Holder of the Exchangeable Seller's Certificate; provided, however,
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such interests shall not represent any interest in the Cash Collateral Account
or funds on deposit therein.
Section 4.03 Collections and Allocations.
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(a) Collections. The Trustee will apply or will instruct the
-----------
Servicer to apply all funds on deposit in the Collection Account as described in
this Article IV.
(b) Payments to the Holder of the Exchangeable Seller's Certificate.
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On each Determination Date preceding a Distribution Date, the Servicer shall
determine whether a Liquidation Event is deemed to have occurred in the Due
Period relating to such Determination Date with respect to the Series 1996-Q
Certificates, and the Servicer shall allocate Collections with respect to the
Due Period for such Distribution Date to the Holder of the Exchangeable Seller's
Certificate as follows:
(i) for Determination Dates with respect to the Revolving
Period, in addition to amounts allocated to the Holder of the Exchangeable
Seller's Certificate pursuant to subsection 4.01(d) of the Agreement, an
amount equal to the Invested Percentage for the Distribution Date of the
aggregate amount of such Collections in respect of Principal Receivables,
but not exceeding the First Chicago Amount (determined as of such
Determination Date after giving effect to any Principal Receivables
transferred to the Trust for the Due Period relating to such Determination
Date), and excluding any such Collections to be applied as Collateral
Monthly Principal pursuant
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to Section 4.07 and any Reallocated Principal Collections;
(ii) for Determination Dates with respect to the Amortization
Period, an amount equal to the excess of the Invested Percentage for the
Distribution Date of the aggregate amount of such Collections in respect of
Principal Receivables over the related Controlled Amount, but not
exceeding the First Chicago Amount (determined as of such Determination
Date after giving effect to any Principal Receivables transferred to the
Trust for the Due Period relating to such Determination Date), and
excluding any such Collections to be applied as Collateral Monthly
Principal pursuant to Section 4.07 and any Reallocated Principal
Collections; and
(iii) for Determination Dates with respect to any Rapid
Amortization Period, the amount of payments made to the Holder of the
Exchangeable Seller's Certificate shall be determined only as provided in
subsection 4.01(d) of the Agreement;
provided, however, that in the event that principal shall be payable to or for
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the benefit of other Series on such Distribution Date, and amounts allocable to
such Series are not sufficient to make the maximum principal payment which could
be made under the terms of the applicable Supplement to the certificateholders
of such Series for such Distribution Date (such deficiencies, "Principal
Shortfalls"), amounts otherwise allocable to the Holder of the Exchangeable
Seller's Certificate pursuant to this subsection 4.03(b) shall instead be paid
to or for the benefit of such other Series on a pro rata basis (based on the
numerator used in calculating the invested percentage of Collections of
Principal Receivables for such Series) if such other Series provide for the
sharing of Collections of Principal Receivables to pay Principal Shortfalls.
The allocations to be made pursuant to this Section 4.03 also apply to
deposits into the Collection Account that are treated as Collections, including
Transfer Deposit Amounts, Excess Finance Charge Collections, Adjustment
Payments, proceeds from the sale, disposition or liquidation of the Receivables
pursuant to
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Section 9.02, 10.01, 12.01 or 12.02 of the Agreement and Section 4 of this
Series Supplement and the Interchange Amount allocable to the Series 1996-Q
Certificateholders. Such deposits to be treated as Collections will be allocated
as Finance Charge Receivables or Principal Receivables as indicated in the
Agreement. For purposes of this Series Supplement, the Interchange Amount shall
be treated as Finance Charge Receivables, except that a portion of the
Interchange Amount shall be available solely to pay the Servicer the Interchange
Monthly Servicing Fee pursuant to subsection 4.12(b) of the Agreement.
Section 4.04 Determination of Monthly Interest for the Series 1996-Q
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Certificates. (a) The amount of monthly interest ("Class A Monthly Interest")
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distributable from the Collection Account with respect to the Class A
Certificates on any Distribution Date commencing with the November 1996
Distribution Date shall be an amount equal to the product of (i)(A) a fraction,
the numerator of which is the actual number of days in the related Interest
Period and the denominator of which is 360, times (B) the Class A Certificate
Rate in effect with respect to the related Interest Period, and (ii) the Class A
Invested Amount determined as of the Record Date preceding such Distribution
Date (or in the case of the October 1996 Distribution Date, the Class A Initial
Invested Amount); provided, however, that Class A Monthly Interest for the
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November 1996 Distribution Date shall be the sum of the amounts calculated
pursuant to clauses (i) and (ii) above for the Interest Period from and
including the Closing Date to but excluding the October 1996 Distribution Date
and for the Interest Period from and including the October 1996 Distribution
Date to but excluding the November 1996 Distribution Date.
On each Determination Date preceding a Distribution Date, commencing
with the November 1996 Distribution Date, the Servicer shall determine the
amount (the "Class A Interest Shortfall Amount"), if any, of the excess of Class
A Monthly Interest over the amount that will be on deposit in the Collection
----
Account on such Distribution Date and available for payment of Class A Monthly
Interest. An additional amount ("Class A Additional Interest") shall be payable
as provided herein with respect to Class A Certificates on each Distribution
Date following such Distribution Date, to and including the Distribution Date on
which such Class A Interest Shortfall Amount is paid in full, in an amount equal
to
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the product of (i)(A) a fraction, the numerator of which is the actual number of
days in the related Interest Period and the denominator of which is 360, times
(B) the Class A Certificate Rate in effect with respect to the related Interest
Period plus 2% per annum and (ii) the unpaid portion of such Class A Interest
Shortfall Amount.
(b) The amount of monthly interest ("Collateral Monthly Interest")
distributable from the Collection Account with respect to the Collateral
Interest on any Distribution Date commencing with the November 1996 Distribution
Date shall be an amount equal to the product of (i)(A) a fraction, the numerator
of which is the actual number of days in the related Interest Period and the
denominator of which is 360, times (B) the Collateral Rate in effect with
respect to the related Interest Period and (ii) the Collateral Invested Amount
determined as of the Record Date preceding such Distribution Date (or in the
case of the October 1996 Distribution Date, the Collateral Initial Invested
Amount); provided, however, that Collateral Monthly Interest for the November
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1996 Distribution Date shall be the sum of the amounts calculated pursuant to
clauses (i) and (ii) above for the Interest Period from and including the
Closing Date to but excluding the October 1996 Distribution Date and for the
Interest Period from and including the October 1996 Distribution Date to but
excluding the November 1996 Distribution Date.
On each Determination Date preceding a Distribution Date, commencing
with the November 1996 Distribution Date, the Servicer shall determine the
amount (the "Collateral Interest Shortfall Amount"), if any, of the excess of
Collateral Monthly Interest over the amount that will be on deposit in the
----
Collection Account on such Distribution Date and available for payment of
Collateral Monthly Interest. An additional amount ("Collateral Additional
Interest") shall be payable as provided herein with respect to the Collateral
Interest on each Distribution Date following such Distribution Date, to and
including the Distribution Date on which such Collateral Interest Shortfall
Amount is paid in full, in an amount equal to the product of (i)(A) a fraction,
the numerator of which is the actual number of days in the related Interest
Period and the denominator of which is 360, times (B) the Collateral Rate in
effect with respect to the related Interest Period and (ii) the unpaid portion
of such Collateral Interest Shortfall Amount.
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(c) Collections of Finance Charge Receivables allocable to any
Series issued on or after May 25, 1994 (including, but not limited to, the
Series I Certificates, the Series J Certificates, the Series K Certificates, the
Series L Certificates, the Series M Certificates, the Series N Certificates, the
Series O Certificates, the Series P Certificates and the Series 1996-Q
Certificates) and the proceeds thereof that would otherwise be payable to the
Seller (whether pursuant to the Supplement relating to such Series or an
agreement relating to the Enhancement for such Series), excluding any payments
made to the Seller in its capacity as Servicer or any payments made with respect
to the Investor Default Amount, shall, unless the Supplement with respect to any
such Series specifies otherwise, be payable on each Distribution Date on a pro
rata basis (based on the numerator used in calculating the invested percentage
of Collections of Finance Charge Receivables) to or for the benefit of other
Series issued on or after May 25, 1994 (including, but not limited to, the
Series I Certificates, the Series J Certificates, the Series K Certificates, the
Series L Certificates, the Series M Certificates, the Series N Certificates, the
Series O Certificates, the Series P Certificates and the Series 1996-Q
Certificates) experiencing shortfalls in amounts payable from Collections of
Finance Charge Receivables allocable to such other Series as provided for
pursuant to the Supplement for any such Series, so long as the Supplement for
any such other Series permits and provides for the payment of such excess
Collections of Finance Charge Receivables and the proceeds thereof ("Excess
Finance Charge Collections") to such Series. The shortfall payable from Excess
Finance Charge Collections allocable to the Series 1996-Q Certificates for any
Distribution Date (the "Shortfall Amount") shall equal the amount by which the
sum of (i) the Class A Monthly Interest, (ii) any Class A Monthly Interest
previously due but not paid to the Class A Certificateholders, (iii) any Class A
Additional Interest, (iv) the Class A Investor Default Amount, (v) to the extent
payable to a Successor Servicer that is not an Affiliate of the Seller, the
Monthly Servicing Fee, (vi) any unreimbursed Class A Investor Charge-Offs, (vii)
the Collateral Monthly Interest, (viii) any Collateral Monthly Interest
previously due but not paid to the Collateral Interest Holder, (ix) any
Collateral Additional Interest, (x) the Collateral Default Amount and (xi) the
amounts, if any, payable pursuant to subsections 4.09(e), 4.09(f) and 4.09(g),
exceeds the Floating Allocation Percentage of Collections in
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respect of Finance Charge Receivables allocable to the Series 1996-Q
Certificates. Such Excess Finance Charge Collections shall be available only to
pay the amounts referred to in clauses (i) through (xi) above.
The Seller hereby directs the Servicer to direct the Trustee to
deposit any amounts payable to FCCNB pursuant to Section 2.11 of the Loan
Agreement with respect to any Distribution Date, to the extent such amounts
constitute Excess Finance Charge Collections for other Series, into the
Collection Account for payment on such Distribution Date.
Section 4.05 Determination of Monthly Principal for the Series 1996-
-------------------------------------------------------
Q Certificates. (a) The amount of monthly principal ("Class A Monthly
- --------------
Principal") distributable from the Collection Account with respect to the Class
A Certificates on each Distribution Date beginning with the earlier to occur of
(i) the first Distribution Date to occur with respect to any Rapid Amortization
Period and (ii) the first Distribution Date to occur with respect to the
Amortization Period shall be equal to Class A Available Principal Collections;
provided, however, that for each Distribution Date with respect to the
- -------- -------
Amortization Period (unless and until a Liquidation Event is deemed to have
occurred), Class A Monthly Principal shall not exceed the Controlled Amount for
such Distribution Date; provided, further, that with respect to any
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Distribution Date, Class A Monthly Principal shall not exceed the Class A
Invested Amount.
(b) The amount of monthly principal ("Collateral Monthly Principal")
distributable from the Collection Account with respect to the Collateral Inter-
est on each Distribution Date beginning with the November 1996 Distribution Date
shall be equal to an amount calculated as follows:
(i) on any Distribution Date prior to the Distribution Date on
which the Class A Invested Amount is paid in full, the lesser of (A) the
sum of (x) Collateral Principal Collections with respect to such
Distribution Date not applied to Class A Monthly Principal on such
Distribution Date and (y) Class A Available Principal Collections not
applied to Class A Monthly Principal on such Distribution Date and (B) the
Enhancement Surplus on such Distribution Date (including any Enhancement
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Surplus which will result from the transfer of funds to the Cash Collateral
Account pursuant to Section 2.11(d) of the Loan Agreement and subsection
4.11(d) of the Agreement); and
(ii) on and after the Distribution Date on which the Class A
Invested Amount is paid in full, the sum of (A) Collateral Principal
Collections with respect to such Distribution Date not applied to Class A
Monthly Principal on such Distribution Date and (B) Class A Available
Principal Collections not applied to Class A Monthly Principal on such
Distribution Date;
(iii) notwithstanding the foregoing subsections (i) and (ii) of
this subsection 4.05(b), on any Distribution Date prior to the commencement
of a Rapid Amortization Period and after the determination by the Seller
to make a Conversion Deposit pursuant to, and in accordance with,
subsection 4.11(e), the sum of (A) Collateral Principal Collections with
respect to such Distribution Date not applied to Class A Monthly Principal
on such Distribution Date and (B) Class A Available Principal Collections
not applied to Class A Monthly Principal on such Distribution Date;
provided, however, that with respect to any Distribution Date, Collateral
- -------- -------
Monthly Principal shall not exceed the Collateral Invested Amount.
(c) Collections of Principal Receivables allocable to a Series (other
than Series 1991-D and Series 1992-E, and any other Series which specifically
prohibits sharing of Excess Principal Collections) with respect to any
Distribution Date but not payable to or for the benefit of such Series on such
Distribution Date ("Excess Principal Collections") shall be payable on such
Distribution Date on a pro rata basis (based on the numerator used in
calculating the invested percentage of Collections of Principal Receivables) to
or for the benefit of other Series experiencing a Principal Short fall for such
Distribution Date, provided that the Supplement for such other Series permits
the payment of Excess Principal Collections to such Series.
Section 4.06 Coverage of Required Amount for the Class A
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Certificates. (a) On each Determination
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Date, the Servicer shall determine the amount (the "Class A Required Amount"),
if any, by which the sum of (i) Class A Monthly Interest for the related
Distribution Date payable with respect to the Class A Invested Amount, (ii) any
Class A Monthly Interest previously due but not paid to the Class A
Certificateholders, (iii) any Class A Additional Interest, (iv) the Class A
Investor Default Amount, if any, for such Distribution Date and (v) to the
extent payable to a Successor Servicer that is not an Affiliate of the Seller,
the Monthly Servicing Fee (the sum of (i) through (v), the "Class A Covered
Amount") exceeds the sum of (x) Class A Available Funds for such Distribution
Date which are available to pay (i) through (v) (after taking into consideration
the pro rata portion of the Monthly Servicing Fee payable in accordance with the
first proviso to subsection 4.07(a) of the Agreement), (y) Excess Spread
available pursuant to Section 4.09 of the Agreement and (z) Excess Finance
Charge Collections allocable to the Series 1996-Q Certificates pursuant to
subsection 4.04(c) of the Agreement (up to the Shortfall Amount). In the event
that the Class A Required Amount is greater than zero, the Servicer shall give
written notice to the Trustee of such positive Class A Required Amount,
specifying therein the amount to be withdrawn pursuant to this subsection
4.06(a), on or after the Determination Date but in no event later than three
Business Days prior to such Distribution Date. On the Transfer Date, the
Trustee (or the Servicer on the Trustee's behalf) shall withdraw the Withdrawal
Amount from the Cash Collateral Account and immediately deposit such amount into
the Collection Account. In the event that the Class A Required Amount exceeds
the Available Cash Collateral Amount with respect to such Distribution Date,
Reallocated Principal Collections with respect to such Distribution Date in an
amount equal to such excess shall be distributed from the Collection Account on
such Distribution Date pursuant to Section 4.10.
(b) If the Servicer fails to make any payment or deposit (other than
as required by Sections 2.07, 7.04, 8.04, 9.02 (upon receipt of sale proceeds
thereunder) and 10.01 of the Agreement) required to be made by the Servicer at
the time specified in the Agreement (including applicable grace periods), the
Trustee, without instruction from the Servicer, shall make such payment or
deposit from the Collection Account.
If the Servicer fails to give the notice of a positive Class A
Required Amount required to be
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given by the Servicer pursuant to subsection 4.06(a) of the Agreement, the
Trustee shall make a withdrawal from the Cash Collateral Account in accordance
with the certificate delivered pursuant to subsection 3.04(b) of the Agreement
without instruction from the Servicer. In the event that the Servicer fails to
deliver the certificate required by subsection 3.04(b) of the Agreement, no
withdrawal from the Cash Collateral Account shall be made; provided, however,
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that if the Trustee, in its sole discretion, is able to determine and confirm
the amount of interest payable pursuant to subsection 4.07(a)(i) of the
Agreement, the Trustee shall, if necessary after application of the funds in the
Collection Account, make a withdrawal from the Cash Collateral Account in the
amount of the interest shortfall.
The Servicer shall, upon request of the Trustee, promptly provide the
Trustee with all information necessary to allow the Trustee to comply with the
provisions of this subsection 4.06(b).
Section 4.07 Application of Class A Available Funds, Collateral
--------------------------------------------------
Available Funds, Class A Available Principal Collections and Collateral
- -----------------------------------------------------------------------
Principal Collections on Deposit in the Collection Account for the Series 1996-
- -------------------------------------------------------------------------------
Q Certificates. The Trustee shall apply or shall cause the Servicer to apply
- --------------
(provided FCCNB is the Servicer and the Collection Account is maintained with
FNBC) or shall cause the Paying Agent, to the extent Section 6.06 of the
Agreement is applicable, to apply, on each Distribution Date, Class A Available
Funds, Collateral Available Funds, Class A Available Principal Collections and
Collateral Principal Collections on deposit in the Collection Account with
respect to such Distribution Date to make the following distributions.
(a) An amount equal to Class A Available Funds with respect to such
Distribution Date shall be distributed in the following priority:
(i) an amount equal to Class A Monthly Interest for such
Distribution Date, plus the amount of any Class A Monthly Interest
----
previously due but not distributed on a prior Distribution Date, plus the
----
amount of any Class A Additional Interest for such Distribution Date, shall
be distributed by the Servicer or the Trustee to the Paying Agent for
payment to the Class A Certificateholders;
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(ii) an amount equal to the Monthly Servicing Fee for such
Distribution Date shall be distributed to the Servicer;
(iii) an amount equal to the Class A Investor Default Amount for
such Distribution Date, if any, shall be treated as a portion of Class A
Available Principal Collections; and
(iv) the balance shall constitute Excess Spread and shall be
distributed pursuant to Section 4.09;
provided, however, in the event that there are insufficient funds (before
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giving effect to any Withdrawal Amount payable from the Cash Collateral Account
pursuant to Section 4.06, Excess Spread payable pursuant to Section 4.09,
Excess Finance Charge Collections allocable to the Series 1996-Q Certificates
pursuant to subsection 4.04(c) or any Reallocated Principal Collections
available pursuant to subsection 4.10(a)) to pay in full the amounts
distributable pursuant to subsections 4.07(a)(i), 4.07(a)(ii) and 4.07(a)(iii),
such amounts shall be paid, to the extent of such funds, on a pro rata basis.
(b) An amount equal to Collateral Available Funds with respect to
such Distribution Date shall constitute Excess Spread and shall be distributed
pursuant to Section 4.09
(c) On each Distribution Date with respect to the Revolving Period,
an amount equal to Class A Available Principal Collections, to the extent not
allocated in accordance with subsection 4.05(b) shall be applied as set forth
in subsection 4.03(b).
(d) On each Distribution Date with respect to the Revolving Period,
an amount equal to Collateral Principal Collections for the related Due Period
plus any amount of Class A Available Principal Collections available therefor
in accordance with subsection 4.05(b) shall be distributed and applied in the
following priority:
(i) an amount equal to Collateral Monthly Principal for such
Distribution Date shall be applied in accordance with the Loan Agreement
or, if a Conversion Event shall
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have occurred, deposited in the Cash Collateral Account pursuant to
subsection 4.11(e); and
(ii) the balance shall be treated as a portion of Class A
Available Principal Collections for such Distribution Date.
(e) On each Distribution Date with respect to the Amortization
Period or the Rapid Amortization Period, an amount equal to the Class A
Available Principal Collections for the related Due Period shall be distributed
and applied in the following priority:
(i) an amount equal to Class A Monthly Principal for such
Distribution Date shall be distributed by the Servicer or the Trustee to
the Paying Agent for payment to the Class A Certificateholders; and
(ii) the balance shall be included in Collateral Monthly
Principal to the extent permitted in accordance with subsection 4.05(b).
(f) On each Distribution Date with respect to the Amortization
Period, an amount equal to Collateral Principal Collections for the related Due
Period plus any amount of Class A Available Principal Collections included in
Collateral Monthly Principal pursuant to subsection 4.07(e)(ii) shall be
distributed and applied in the following priority:
(i) an amount equal to Collateral Monthly Principal for such
Distribution Date shall be applied in accordance with the Loan Agreement
or, if a Conversion Event shall have occurred, deposited in the Cash
Collateral Account pursuant to subsection 4.11(e); and
(ii) the balance shall be treated as a portion of Class A
Available Principal Collections for such Distribution Date.
(g) On each Distribution Date with respect to the Rapid Amortization
Period, an amount equal to Collateral Principal Collections for the related Due
Period shall be treated as a portion of Class A Available Principal Collections
for such Distribution Date.
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(h) The distributions to be made pursuant to this Section 4.07 are
subject to the provisions of Sections 2.07, 4.08, 9.02, 10.01, 12.01 and 12.02
of the Agreement and Section 4 of this Series Supplement.
Section 4.08 Investor Charge-Offs. (a) On each Distribution Date,
--------------------
the Servicer shall calculate the Class A Investor Default Amount, if any, for
such Distribution Date. If on any Distribution Date, the Class A Investor
Default Amount exceeds the Available Cash Collateral Amount and the amount of
Reallocated Principal Collections with respect to such Due Period available
therefor, then the Collateral Invested Amount (after giving effect to any
reductions pursuant to subsections (b) and (c) below) shall be reduced by the
amount of such excess, but not by more than the Class A Investor Default Amount
for such Distribution Date. In the event that such reduction would cause the
Collateral Invested Amount to be a negative number, the Collateral Invested
Amount shall be reduced to zero and the Class A Invested Amount shall be reduced
by the amount by which the Collateral Invested Amount would have been reduced
below zero, but not by more than the Class A Investor Default Amount for such
Distribution Date (a "Class A Investor Charge-Off"). Class A Investor Charge-
Offs shall thereafter be reimbursed and the Class A Invested Amount increased
(but not by an amount in excess of the aggregate Class A Investor Charge-Offs)
on any Distribution Date by the amount of Excess Spread available for such
purpose pursuant to Section 4.09.
(b) If, on any Distribution Date, Reallocated Principal Collections
for such Distribution Date are applied pursuant to subsection 4.10(a), then the
Collateral Invested Amount shall be reduced by the amount of such Reallocated
Principal Collections so applied.
(c) If, on any Distribution Date, the Collateral Default Amount
exceeds the amount of Excess Spread available in respect thereof pursuant to
Section 4.09 on such Distribution Date, then the Collateral Invested Amount
shall be reduced by the amount of such excess.
Section 4.09 Excess Spread. The Trustee shall apply or shall cause
-------------
the Servicer to apply, on each Distribution Date, Excess Spread to make the
following distributions in the following priority:
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(a) an amount equal to the amount by which the Class A Covered
Amount with respect to such Distribution Date exceeds Class A Available
Funds with respect to such Distribution Date shall be distributed to fund
any such deficiency, in the order of priority of the enumerated items in
the definition of Class A Covered Amount;
(b) an amount equal to the aggregate amount of Class A Investor
Charge-Offs which have not been previously reimbursed shall be treated as a
portion of Class A Available Principal Collections for such Distribution
Date;
(c) an amount equal to Collateral Monthly Interest for such
Distribution Date, plus the amount of any Collateral Monthly Interest
----
previously due but not distributed on a prior Distribution Date, plus the
----
amount of any Collateral Additional Interest for such Distribution Date,
shall be applied in accordance with the Loan Agreement;
(d) an amount equal to the Collateral Default Amount for such
Distribution Date shall be treated as a portion of Collateral Principal
Collections with respect to such Distribution Date;
(e) an amount equal to the aggregate amount by which the
Collateral Invested Amount has been reduced pursuant to clause (b) of the
definition of "Collateral Invested Amount" (but not in excess of the
aggregate amount of such reductions which have not been previously
reimbursed pursuant to this subsection 4.09(e) or Section 2.12(b) of the
Loan Agreement) shall be applied in accordance with the Loan Agreement;
(f) an amount up to the excess, if any, of the Required Cash
Collateral Amount over the Adjusted Available Cash Collateral Amount
(without giving effect to any deposit made on such date hereunder or any
deposit pursuant to subsection 4.11(d) or 4.11(e)) shall be deposited into
the Cash Collateral Account;
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(g) an amount equal to any unpaid portion of the Monthly
Servicing Fee for such Distribution Date, plus the amount of any Monthly
----
Servicing Fee previously due but not distributed to the Servicer on a prior
Distribution Date, shall be distributed to the Servicer; and
(h) the balance shall be applied in accordance with the Loan
Agreement.
Section 4.10 Reallocated Principal Collections. The Trustee shall
----------------------------------
apply or shall cause the Servicer to apply on each Distribution Date, to the
extent required hereunder, the Collateral Principal Percentage of Collections of
Principal Receivables with respect to such Distribution Date, to make the
following distributions in the following priority:
(a) an amount equal to the amount by which the Class A Covered
Amount with respect to such Distribution Date exceeds the sum of (x) the
amount of Class A Available Funds, Excess Spread and Excess Finance Charge
Collections allocable to the Series 1996-Q Certificates with respect to
such Distribution Date and (y) the Available Cash Collateral Amount with
respect to such Distribution Date shall be distributed by the Trustee to
fund any such deficiency in the order of priority of the enumerated items
in the definition of Class A Covered Amount; and
(b) the balance of such Reallocated Principal Collections shall
be treated as a portion of Collateral Principal Collections to be applied
in accordance with Section 4.07.
Section 4.11 Cash Collateral Account.
-----------------------
(a) Establishment of Cash Collateral Account. The Seller hereby
-----------------------------------------
directs the Trustee, for the benefit of the Series 1996-Q Certificateholders, to
establish and maintain or cause to be established and maintained in the name of
the Trustee, on behalf of the Series 1996-Q Certificateholders, with an Eligible
Institution (which initially shall be FNBC) a segregated trust account (the
"Cash Collateral Account"), bearing a designation clearly indicating that the
funds deposited there in are held for the benefit of the Series 1996-Q Certifi-
cateholders. The Seller does hereby transfer, assign,
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set over and otherwise convey to the Trustee for the benefit of the Series 1996-
Q Certificateholders, without recourse, all of its right, title and interest in,
to and under the Cash Collateral Account, any Eligible Investments on deposit
therein and any proceeds of the foregoing. The Seller, to the extent of any
interest it may have in the Cash Collateral Account, Eligible Investments or
other amounts on deposit therein and the proceeds thereof, hereby grants a
security interest in the Cash Collateral Account, Eligible Investments or other
amounts on deposit therein and proceeds thereof to the Trustee for the benefit
of the Series 1996-Q Certificateholders, and the parties intend that the grant
contained in this subsection 4.11(a) constitute a security agreement under the
UCC to secure the obligations of the Seller and the Trustee herein. The Trustee
shall possess all right, title and interest in all Eligible Investments or other
amounts on deposit from time to time in the Cash Collateral Account and in all
proceeds thereof. The Cash Collateral Account shall be under the sole dominion
and control of the Trustee for the benefit of the Series 1996-Q
Certificateholders. If, at any time, the institution holding the Cash
Collateral Account ceases to be an Eligible Institution, the Trustee (or the
Servicer on its behalf) shall within 10 Business Days (or within 5 Business
Days if such institution is an Affiliate of First Chicago) establish a new Cash
Collateral Account meeting the conditions specified above with an Eligible
Institution, transfer any cash and/or any Eligible Investments or other amounts
on deposit in the Cash Collateral Account to such new Cash Collateral Account
and from the date such new Cash Collateral Account is established, it shall be
the "Cash Collateral Account." The Seller hereby directs the Trustee (or the
Servicer on the Trustee's behalf) to deposit $10,285,714 in the Cash Collateral
Account on the Closing Date, and the Trustee hereby acknowledges receipt of such
deposit from the Seller. Pursuant to the authority granted to the Servicer in
subsection 3.01(b), the Servicer shall have the power, revocable by the Trustee,
to instruct the Trustee to make withdrawals and payments from the Cash
Collateral Account for the purposes of carrying out the Servicer's and the
Trustee's duties hereunder and under the Loan Agreement. Withdrawals from the
Cash Collateral Account shall be made only as provided herein.
32
<PAGE>
(b) Administration of the Cash Collateral Account. Funds on deposit
---------------------------------------------
in the Cash Collateral Account shall at all times be invested by the Trustee in
Eligible Investments, which may be obligations of Affiliates of the Seller or
the Servicer and which may, with the written consent of Standard & Poor's, be
rated A-1 instead of A-1+. The Seller shall direct the Trustee as to the
selection of such Eligible Investments. Funds on deposit in the Cash Collateral
Account for any Distribution Date, after giving effect to any deposits to or
withdrawals from the Cash Collateral Account for such Distribution Date, shall
be invested in Eligible Investments that will mature so that such funds will be
available for withdrawal on the following Transfer Date. The proceeds of any
such investments shall at all times be invested in Eligible Investments that
will mature so that such funds will be available for withdrawal on or prior to
the Transfer Date immediately following the date of such investment. The Seller
shall furnish or cause to be furnished to the Trustee a monthly statement
reporting all activity with respect to the Cash Collateral Account. The Trustee
shall maintain for the benefit of the Series 1996-Q Certificateholders,
possession, itself or through a bailee, of the negotiable instruments or
securities, if any, evidencing the Eligible Investments described in clause (a)
of the definition thereof from the time of purchase thereof until the time of
sale or maturity. On each Transfer Date, all interest and other investment
earnings (net of losses and investment expenses) earned during the period since
the preceding Transfer Date on funds on deposit in the Cash Collateral Account
shall be paid to, or upon the order of, the Seller. In addition, after the
occurrence of a Conversion Deposit, any Cash Collateral Account Surplus shall be
withdrawn on any Transfer Date for application in accordance with the Loan
Agreement. For purposes of determining the availability of funds or the
balances in the Cash Collateral Account for any reason under this Agreement, all
investment earnings on such funds shall be deemed not to be available or on
deposit.
(c) Final Payment of the Series 1996-Q Certificates. The Trustee
-----------------------------------------------
shall, no later than the Termination Payment Date, upon the prior payment of all
amounts owing to the Class A Certificateholders and the Servicer and payable
from the Cash Collateral Account as provided herein, withdraw from the Cash
Collateral Account all amounts on deposit in the Cash Collateral
33
<PAGE>
Account for application in accordance with Section 2.11 of the Loan Agreement.
(d) Optional Deposit. Pursuant to the terms of and subject to the
----------------
limitation contained in the Loan Agreement, the Seller, at its option, may at
any time prior to the commencement of the Rapid Amortization Period elect to
cause one or more additional deposits to be made into the Cash Collateral
Account (each, an "Optional Deposit"). The Seller may cause any such deposit
to be made on a Distribution Date after forwarding notice of such deposit
(including the amount thereof) to the Trustee in accordance with Section 3.04
relating to the furnishing of monthly reports to the Trustee. Any such deposit
shall be deemed to be available in the Cash Collateral Account for purposes of
calculating any Enhancement Surplus for such related Distribution Date, but
shall not be included in the Available Cash Collateral Amount for such
Distribution Date, but shall be included in the Available Cash Collateral Amount
for the subsequent Distribution Date.
(e) Conversion Deposit. The Seller, at its option, may at any time
------------------
following the occurrence of a Conversion Event and prior to the commencement of
the Rapid Amortization Period elect to cause Collateral Monthly Principal with
respect to a Distribution Date (in an amount calculated pursuant to subsection
4.05(b)(iii)) to be deposited into the Cash Collateral Account (each such
deposit, a "Conversion Deposit"); provided, however, that the Trustee shall have
-------- -------
received written confirmation from each Rating Agency which has rated any
outstanding Series that such Rating Agency will not reduce or with draw its
rating on any outstanding Series rated by it as a result of the making of
Conversion Deposits. The Seller may cause any such deposit to be made on a
Distribution Date after forwarding notice of such deposit to the Trustee in
accordance with Section 3.04 relating to the furnishing of monthly reports to
the Trustee. Any such deposit shall not be included in the Available Cash
Collateral Amount for such Distribution Date, but shall be included in the
Available Cash Collateral Amount for the subsequent Distribution Date.
(f) Tax Reporting. The Seller shall report all investment earnings
-------------
on amounts from time to time on deposit in the Cash Collateral Account as its
income for applicable federal, state and local tax purposes.
34
<PAGE>
Section 4.12 Interchange; Interchange Monthly Servicing Fee. (a) On
----------------------------------------------
or prior to each Determination Date, the Seller shall notify the Servicer of the
Interchange Amount to be included as Collections of Finance Charge Receivables
with respect to the related Distribution Date. Not later than 12:00 noon,
Chicago, Illinois time, on each Transfer Date, the Seller shall deposit into
the Collection Account in immediately available funds the Interchange Amount
(less the Interchange Monthly Servicing Fee) to be included as Finance Charge
Receivables with respect to the preceding Due Period.
(b) In addition to the Monthly Servicing Fee payable pursuant to
Section 4.07 of the Agreement and the remaining Monthly Servicing Fee payable
pursuant to Section 4.09 of the Agreement, the Servicer shall be entitled to
receive on each Transfer Date a servicing fee payable solely from the
Interchange Amount equal to the lesser of (a) the Interchange Amount with
respect to the related Distribution Date and (b) one-twelfth of the product of
1.25% per annum and the Invested Amount as of the Record Date for such
Distribution Date (or, in the case of the first Distribution Date, the Initial
Invested Amount) (such servicing fee, the "Interchange Monthly Servicing Fee").
Section 4.13 Determination of LIBOR. (a) On each LIBOR
----------------------
Determination Date, the Servicer will determine LIBOR for the Interest Period
following such LIBOR Determination Date on the basis of the rate for deposits in
United States Dollars for the Interest Period following such LIBOR
Determination Date which appears on Telerate Page 3750 as of 11:00 A.M. (London
time) on such LIBOR Determination Date.
(b) If, on any LIBOR Determination Date, such rate does not appear on
Telerate Page 3750, LIBOR will be determined on the basis of the rates at which
deposits for United States Dollars are offered by at least two of the Reference
Banks at approximately 11:00 A.M. (London time) on such LIBOR Determination Date
to prime banks in the London interbank market for the Interest Period following
such LIBOR Determination Date. The Servicer shall request the principal London
office of each of the Reference Banks to provide a quotation of its rate. If at
least two such quotations are provided, LIBOR for such LIBOR Determination Date
shall be the arithmetic mean of such quotations (rounded up, if necessary, to
the nearest multiple of 0.0625% per annum).
35
<PAGE>
(c) If, on any LIBOR Determination Date, only one or none of the
Reference Banks provides such offered quotations, LIBOR will be the rate per
annum (rounded, as aforesaid) that the Servicer determines to be either (x) the
arithmetic mean of the offered quotations that leading banks in the City of New
York selected by the Servicer are quoting on the relevant LIBOR Determination
Date for one-month United States Dollar deposits to the principal London office
of each of the Reference Banks or those of them (being at least two in number)
to which such offered quotations are, in the opinion of the Servicer, being so
quoted or (y) in the event that the Servicer can determine no such arithmetic
mean, the arithmetic mean of the offered quotations that leading banks in the
City of New York selected by the Servicer are quoting on such LIBOR
Determination Date to leading European banks for one-month United States Dollar
deposits; or
(d) If, on the LIBOR Determination Date, the banks selected as
aforesaid by the Servicer are not quoting as described in clause (c) above,
LIBOR for such Interest Period will be LIBOR as determined on the previous
LIBOR Determination Date (or 5.5%, in the case of the first LIBOR Determination
Date).
(e) The Class A Certificate Rate applicable to the then current and
the immediately preceding Interest Periods may be obtained by any Class A
Certificateholder by telephoning the Servicer at 847-931-3222.
[END OF ARTICLE IV]
SECTION 8. With respect to the Series 1996-Q Certificates, Article V
of the Agreement shall read as follows:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO
CERTIFICATEHOLDERS
Section 5.01 Distributions. (a) On each Payment Date for the
-------------
Series 1996-Q Certificates, the Paying Agent shall distribute to each Class A
Certificateholder on the preceding Record Date (other than as provided in
Section 12.02 of the Agreement respecting a final distri-
36
<PAGE>
bution) such Class A Certificateholder's pro rata share (based on the aggregate
Undivided Interests represented by related Class A Certificates held by such
Class A Certificateholder) of the funds on deposit in the Collection Account
payable to such Class A Certificateholders pursuant to the Agreement in respect
of interest.
(b) On each Distribution Date with respect to the Amortization
Period or any Rapid Amortization Period and the Termination Payment Date for
the Series 1996-Q Certificates, the Paying Agent shall distribute to each Class
A Certificateholder on the preceding Record Date (other than as provided in
Section 12.02 of the Agreement respecting a final distribution) such Class A
Certificateholder's pro rata share (based on the aggregate Undivided Interests
represented by related Class A Certificates held by such Class A Certificate
holder) of the funds on deposit in the Collection Account payable to such Class
A Certificateholders pursuant to the Agreement in respect of principal.
(c) Distributions to Class A Certificate holders hereunder shall be
made by check mailed to each Class A Certificateholder, except that with respect
to Class A Certificates registered in the name of a Clearing Agency, such
distribution shall be made in immediately available funds.
(d) On each Payment Date for the Series 1996-Q Certificates, the
Paying Agent shall distribute to the Collateral Interest Holder on such Payment
Date the funds on deposit in the Collection Account payable to or with respect
to the Collateral Interest for application pursuant to the terms of the Loan
Agreement. Distributions to be made hereunder to or with respect to the
Collateral Interest shall be made in immediately available funds at the
direction of the Collateral Interest Holder.
Section 5.02 Statements to Certificateholders. (a)
--------------------------------
Certificateholders' Payment Date Statement. On each Payment Date, the Paying
- ------------------------------------------
Agent, on behalf of the Trustee, shall forward to each Class A Certificateholder
(or to the Clearing Agency to the extent Section 6.11 of the Agreement applies),
to the Collateral Interest Holder and to each Rating Agency a statement
substantially in the form of Exhibit B prepared by the Servicer setting forth
the information set forth in the Monthly Servicer's
37
<PAGE>
Certificate furnished to the Trustee with respect to such Distribution Date.
(b) Annual Certificateholders' Tax Statement. On or before January
-----------------------------------------
31 of each calendar year, beginning with calendar year 1997, the Servicer will
cause the Paying Agent, on behalf of the Trustee, to furnish or cause to be
furnished to each Person who at any time during the preceding calendar year was
a Class A Certificateholder, a statement prepared by the Servicer containing
information relating to the amounts distributed to such Person aggregated for
such calendar year or the applicable portion thereof during which such Person
was a Class A Certificateholder, together with such other information as is
required to be provided by an issuer of debt under the Internal Revenue Code and
such other customary information as is necessary to enable the Class A
Certificateholders to prepare their tax returns. Such obligation of the
Servicer shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Paying Agent pursuant to any
requirements of the Internal Revenue Code as from time to time in effect. In
addition, the Servicer shall make available to Certificate Owners of Class A
Certificates such information as is required by the Code and the regulations
thereunder to be made available to holders of debt instruments having the
characteristics of the Class A Certificates.
[END OF ARTICLE V]
SECTION 9. Additional Liquidation Events. If any one of the events
-----------------------------
specified in Section 9.01 of the Agreement (after any grace periods or consents
applicable thereto) or any one of the following events shall occur during either
the Revolving Period or the Amortization Period with respect to the Series 1996-
Q Certificates:
(a) failure on the part of the Seller (i) to make any payment or
deposit required by the terms of the Agreement or this Series Supplement on or
before five Business Days after the date such payment or deposit is required to
be made therein or herein, or (ii) duly to observe or perform in any material
respect the covenant of the Seller set forth in subsection 2.08(b) of the
Agreement, or (iii) duly to observe or perform in any material respect any other
covenants or agreements of the Seller set forth in the Agreement or this Series
Supple-
38
<PAGE>
ment, which, in the case of clause (iii), continues un remedied for a period of
60 days after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Seller by the Trustee, or to
the Seller and the Trustee by a Rating Agency, the Collateral Interest Holder or
the Holders of Class A Certificates evidencing Undivided Interests aggregating
not less than 10% of the Class A Invested Amount;
(b) any representation or warranty made by the Seller in the
Agreement or this Series Supplement or any information contained in a computer
file or microfiche list required to be delivered by the Seller pursuant to
Section 2.01 or 2.05 of the Agreement shall prove to have been incorrect in any
material respect when made or when delivered, which continues to be incorrect in
any material respect for a period of 60 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been given
to the Seller by the Trustee, or to the Seller and the Trustee by a Rating
Agency, the Collateral Interest Holder or the Holders of Class A Certificates
evidencing Undivided Interests aggregating not less than 10% of the Class A
Invested Amount and as a result of which the interests of the Series 1996-Q
Certificateholders are materially and adversely affected; provided, however,
-------- -------
that a Liquidation Event pursuant to this subparagraph 9(b) shall not be deemed
to have occurred hereunder with respect to the Series 1996-Q Certificates if the
Seller has accepted the transfer of the related Receivable, or all of such Re-
ceivables, if applicable, during such period (or such longer period as the
Trustee may specify), in accordance with the provisions hereof;
(c) the average Portfolio Yield (the calculation of which shall
include the Interchange Amount as a component of Finance Charge Receivables) for
any three consecutive Due Periods shall be less than the average of the Base
Rates for the related Interest Periods;
(d) the Seller shall fail to convey Additional Accounts to the Trust,
as required by subsection 2.05(a) of the Agreement, (i) in the case of the
calculation provided in subsection 2.05(a)(1) of the Agreement 10 days after the
failure to meet such calculation or (ii) in the case of the calculation
provided in
39
<PAGE>
subsection 2.05(a)(2) of the Agreement immediately upon the occurrence of the
failure to meet such calculation;
(e) the Class A Invested Amount shall not be paid in full on the
Class A Expected Final Distribution Date; or
(f) any Servicer Default shall occur which would have a material
adverse effect on the Series 1996-Q Certificateholders;
then, (y) in the case of any event described in subpara graph (a), (b) or (f),
after any applicable grace period set forth in or applicable to such
subparagraph, either the Trustee or the Holders of Series 1996-Q Certificates
evidencing Undivided Interests aggregating not less than 50% of the Invested
Amount of the Series 1996-Q Certificates by notice then given in writing to the
Seller and the Servicer (and to the Trustee if given by the Series 1996-Q
Certificateholders) may declare that a liquidation event (a "Liquidation Event")
has occurred with respect to the Series 1996-Q Certificates as of the date of
such notice, and (z) in the case of subparagraph (c), (d) or (e) (or any of the
events specified in Section 9.01 of the Agreement), a Liquidation Event with
respect to such Series 1996-Q Certificates shall occur without any notice or
other action on the part of the Trustee or all investor certificateholders or
the Series 1996-Q Certificate holders, as applicable, immediately upon the
occurrence of such event.
SECTION 10. Related Interest Periods. For purposes of this Series
------------------------
Supplement, the Interest Period related to any Due Period shall be the Interest
Period ending on the day prior to the Distribution Date for such Due Period.
SECTION 11. Eligible Servicer. The Trustee hereby agrees that, in
-----------------
the event that it appoints an Eligible Servicer as Successor Servicer pursuant
to Section 10.02 of the Agreement, such Eligible Servicer shall have a long term
debt rating of at least A by Standard & Poor's and A2 by Moody's; provided,
--------
however, that if the Trustee has a long term debt rating of at least A by
- -------
Standard & Poor's and A2 by Moody's, such Eligible Servicer need have only a
long term debt rating of BBB- by Standard & Poor's and Baa3 by Moody's.
40
<PAGE>
SECTION 12. Trustee Resignation. The Trustee shall not resign
-------------------
pursuant to Section 11.07 of the Agreement without written confirmation from
each Rating Agency that such resignation will not result in the Rating Agency's
reducing or withdrawing its rating on any Class of any then outstanding Series
rated by it.
SECTION 13. Tax Opinion. As permitted in subsection 6.09(b) of the
------------
Agreement, it shall be a condition of the Exchange contemplated hereby and the
issuance of the Series 1996-Q Certificates that an Opinion of Counsel be
furnished pursuant to clause (c) of subsection 6.09(b) to the effect that the
Class A Certificates will be treated as debt for Federal income tax purposes and
that the issuance of the Series 1996-Q Certificates will not adversely affect
the Federal income tax characteristics of any outstanding Series of Investor
Certificates or any Certificate Owner.
SECTION 14. Subordination of Certain Termination Payments.
-----------------------------------------------
Notwithstanding anything contained in subsection 12.02(c) of the Agreement, upon
the sale of Receivables or interests therein as provided in Section 12.02(c) of
the Agreement, the net proceeds of any such sale payable to the Series 1996-Q
Certificates shall be paid pro rata to the Class A Certificates and then to the
--- ----
Collateral Interest Holder for application pursuant to the terms of the Loan
Agreement.
SECTION 15. Ratification of Pooling and Servicing Agreement;
-------------------------------------------------
Representations; Security Interest. (a) 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; provided, however, that pursuant
-------- -------
to clause (D) of the fifth sentence of subsection 9.02(a) of the Agreement, the
required written instruction pursuant to such fifth sentence of subsection
9.02(a) shall include the Holders of Investor Certificates representing
Undivided Interests aggregating more than 50% of the Invested Amount of each
Series issued prior to April 19, 1995.
41
<PAGE>
(b) The Seller hereby represents and warrants to the Trustee that
all approvals, authorizations, consents, orders or other actions of any person
or of any governmental body or official required in connection with the
execution and delivery by the Seller of the Agreement, any Supplement and the
Certificates, the performance by the Seller of the transactions contemplated by
the Agreement and any Supplement and the fulfillment by the Seller of the terms
of the Agreement, any Supplement and the Certificates have been obtained;
provided, however, that the Seller makes no representation or warranty
- -------- --------
regarding state securities or "Blue Sky" laws in connection with the
distribution of the Certificates.
(c) If the Agreement does not constitute a valid transfer and
assignment of all right, title and interest of the Seller in the Receivables and
the proceeds thereof (excluding Recoveries relating thereto), the parties
hereto intend that the Agreement, which constitutes a security agreement under
the UCC, is a grant of a security interest for the purposes of (i) securing the
rights of the Trustee for the benefit of the Investor Certificateholders and
(ii) securing the right and ability of the Trustee to make the distributions set
forth in 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 PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
42
<PAGE>
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have
caused this Series Supplement to be duly executed by their respective officers
thereunto duly authorized as of the day and year first above written.
FCC NATIONAL BANK
By /s/ Peter J. Nowak, Jr.
_____________________________
Name: Peter J. Nowak, Jr.
Title: Senior Vice President and
Chief Financial Officer
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By /s/ Thomas D. Wraalstad
____________________________
Name: Thomas D. Wraalstad
Title:
43
<PAGE>
EXHIBIT A
---------
REGISTERED FIRST CHICAGO MASTER TRUST II REGISTERED
Unless this certificate is presented by an authorized representative
of The Depository Trust Company to the issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or such other name as requested by an authorized
representative of The Depository Trust Company and any payment is made to Cede
& Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.
FLOATING RATE ASSET BACKED CERTIFICATES SERIES 1996-Q
No. _____ $_____________
Each $1,000 minimum denomination represents 1/900,000 Undivided Interest in
certain assets of the
FIRST CHICAGO MASTER TRUST II
Evidencing an Undivided Interest in a Trust, the corpus of which consists of
receivables generated from time to time in the ordinary course of business in a
portfolio of "Classic VISA", "Standard MasterCard", "VISA Gold" and "Gold
MasterCard" consumer revolving credit accounts
by
FCC NATIONAL BANK
(Not an interest in or obligation of FCC National Bank or any affiliate thereof
except to the limited extent described herein)
CUSIP NO. 31945 RAW 3
A-1
<PAGE>
This certifies that
CEDE & CO.
(the "Certificateholder") is the registered owner of the Undivided Interest in
certain assets of a trust (the "Trust"), created pursuant to the Pooling and
Servicing Agreement, dated as of June 1, 1990, as supplemented by a Series 1996-
Q Supplement, dated as of September 1, 1996, by and between FCC National Bank
("FCCNB"), a national bank, as Seller and Servicer, and Norwest Bank Minnesota,
National Association, as trustee (the "Trustee") (collectively referred to
herein as the "Agreement"). The corpus of the Trust consists of (i) a portfolio
of all receivables (the "Receivables") existing in the consumer revolving credit
card accounts identified under the Agreement from time to time (the "Accounts"),
(ii) all Receivables generated under the Accounts from time to time thereafter,
(iii) funds collected or to be collected from cardholders in respect of the
Receivables (other than Recoveries), (iv) all funds which are from time to time
on deposit in the Collection Account and any other account or accounts held for
the benefit of investor certificateholders (the "Investor Certificateholders"),
(v) the benefits of funds on deposit in the Cash Collateral Account and any
other Enhancements to be issued by Enhancement Providers with respect to one or
more Series of investor certificates (the "Investor Certificates") up to the
amount available thereunder, and (vi) all other assets and interests
constituting the Trust. The holder of this Certificate is entitled to the
benefit of funds on deposit in the Cash Collateral Account, and the benefits of
the subordination of the Collateral Interest Series 1996-Q (the "Collateral
Interest"), and is not entitled to the benefit of any other Enhancement which
may be part of the Trust's assets. Although a summary of certain provisions of
the Agreement is set forth below, this Certificate does not purport to summarize
the Agreement, is qualified in its entirety by the terms and provisions of the
Agreement and reference is made to the Agreement for information with respect to
the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. A copy of the
Agreement may be requested from the Trustee by writing to the Trustee at Sixth
Street and Marquette Avenue, Minneapolis, Minnesota 55479-0070, Attention:
Corporate Trust Department. To the extent not defined herein, the capitalized
terms used
A-2
<PAGE>
herein have the meanings ascribed to them in the Agreement.
This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, as amended from time to time, to
which the Certificate holder, by virtue of the acceptance hereof, assents and is
bound.
It is the intent of FCCNB and the Class A Certificateholders that,
for federal, state and local income and franchise tax purposes only, the Class A
Certificates will be evidence of debt secured by the Receivables. FCCNB and the
Certificateholder, by the acceptance of this Certificate, agree to treat this
Certificate for federal, state and local income and franchise tax purposes as
debt.
Subject to the Agreement, payments of principal are limited to the
unpaid Class A Invested Amount of the Class A Certificates at the commencement
of the Rapid Amortization Period, which may be less than the unpaid balance of
the Class A Certificates pursuant to the terms of the Agreement. All principal
of and interest on the Class A Certificates is due and payable no later than the
April 2003 Distribution Date (the "Series Termination Date"). After the Series
Termination Date, neither the Trust nor FCCNB will have any further obligation
to distribute principal or interest on the Class A Certificates. In the event
that the Class A Invested Amount is greater than zero on the Series Termination
Date, the Trustee will sell or cause to be sold, and pay the proceeds, to the
extent necessary, to the Class A Certificateholders pro rata in final payment
of the Class A Invested Amount, an amount of interests in the Receivables or
certain of the Receivables up to 110% of the Invested Amount at the close of
business on such date (but not more than the total amount of Receivables allo-
cable to the Certificates, including the Collateral Interest).
The Receivables consist of Principal Receivables which arise
generally from the purchase of goods and services and amounts advanced to
cardholders as cash advances and Finance Charge Receivables which arise from the
Periodic Rate Finance Charges, Cash Advance Fees, Late Fees, Overlimit Fees,
annual fees with respect to the Accounts, Returned Check Fees and all other fees
and charges payable by Obligors with respect to the Accounts.
A-3
<PAGE>
Finance Charge Receivables also include certain Interchange allocable to the
Accounts. This Certificate is one of a class of a series of Investor
Certificates entitled "First Chicago Master Trust II Floating Rate Credit Card
Certificates Series 1996-Q (the "Class A Certificates" and together with the
Collateral Interest, the "Certificates"), each of which represents an Undivided
Interest in certain assets of the Trust. The Trust's assets are allocated in
part to the Class A Certificate holders and to the holder of the Collateral
Interest (the "Collateral Interest Holder"), with the remainder allocated to
holders of other Series of Investor Certificates issued by the Trust, if any,
and to FCCNB (the "Seller"). In addition to the Certificates, an Exchangeable
Seller's Certificate will be issued to the Seller pursuant to the Agreement
which will represent the Seller's interest in the Trust. The Exchangeable
Seller's Certificate will represent the interest in the Principal Receivables
not represented by the Investor Certificates. The Exchangeable Seller's
Certificate may be exchanged by the Seller pursuant to the Agreement for one or
more Series of Investor Certificates and a reissued Exchangeable Seller's
Certificate upon the conditions set forth in the Agreement. In addition, to the
extent permitted for any Series of Investor Certificates by the related Supple-
ment, the Investor Certificateholders of such Series may tender their Investor
Certificates and the Seller may tender the Exchangeable Seller's Certificate in
exchange for one or more Series of Investor Certificates and a reissued
Exchangeable Seller's Certificate.
The aggregate interest represented by the Certificates at any time in
the Principal Receivables in the Trust shall not exceed an amount equal to the
Invested Percentage with respect to Principal Receivables at such time. The
Invested Amount, for any date, will be an amount equal to the sum of the Class A
Invested Amount and the Collateral Invested Amount. The Initial Invested Amount
is $1,028,571,429. The Class A Initial Invested Amount is $900,000,000. The
Class A Invested Amount, for any date, will be an amount equal to (a)
$900,000,000 minus (b) the aggregate amount of principal payments made to the
-----
Class A Certificateholders prior to such date and minus (c) the excess, if any,
-----
of the aggregate amount of Class A Investor Charge-Offs for all Distribution
Dates preceding such date over the aggregate amount of Class A Investor Charge-
Offs reimbursed pursuant to Section 4.09 of the Agreement for all Distribution
Dates preceding such date. The Invested Percentage, when used with
A-4
<PAGE>
respect to Principal Receivables during the Revolving Period and Finance Charge
Receivables and Defaulted Receivables at any time, means the percentage
equivalent of a fraction the numerator of which is the Invested Amount for such
Distribution Date and the denominator of which is the Aggregate Principal
Receivables for the Due Period relating to such Distribution Date. The Invested
Percentage, when used with respect to Principal Receivables during the
Amortization Period or a Rapid Amortization Period, means the percentage
equivalent of a fraction the numerator of which is the Invested Amount as of
the end of the day on the last Distribution Date relating to the Revolving
Period and the denominator of which is the greater of (a) Aggregate Principal
Receivables for the Due Period related to the current Distribution Date and (b)
the sum of the numerators used to calculate the Invested Percentages with
respect to Principal Receivables for all Series of Investor Certificates
outstanding for the current Distribution Date. Collections of Finance Charge
Receivables and Principal Receivables will be further allocated between the
Class A Certificates and the Collateral Interest as described in the Agreement.
Interest will be distributed monthly on the fifteenth day of each
month (or, if such fifteenth day is not a Business Day, on the next succeeding
Business Day) (each a "Distribution Date"), commencing November 15, 1996, at the
applicable rate on the Class A Invested Amount as of the preceding Record Date
to each Class A Certificateholder of record as of the Record Date. Interest
will accrue from September 25, 1996 through October 14, 1996 at the rate of
5.63% per annum, and with respect to each Interest Period thereafter, at a rate
of 0.13% per annum above LIBOR determined in the manner set forth in the
Agreement. Interest is derived from Collections of Finance Charge Receivables,
Excess Spread, Excess Finance Charge Collections, withdrawals from the Cash
Collateral Account and Reallocated Principal Collections, in each case to the
extent funds are available from such source in accordance with the Agreement.
The Record Date with respect to any Distribution Date shall be the last day of
the calendar month preceding such Distribution Date.
No principal will be payable to Certificate holders until the March
2001 Distribution Date or such earlier date as may result from the occurrence of
a Liquidation Event. During the Revolving Period, Collections of Principal
Receivables otherwise allocable to
A-5
<PAGE>
Certificateholders will be paid to the Seller, to other amortizing Series or, in
certain circumstances, to the Collateral Interest Holder.
As described in the Agreement, Collections of Principal Receivables
with respect to any Due Period will be allocated to the Certificates on the
related Determination Date on the basis of the Invested Percentage with respect
to Principal Receivables. Such Collections will be further allocated between
the Class A Certificates and the Collateral Interest as described in the
Agreement. Such allocations will be performed during the Revolving Period, the
Amortization Period and any Rapid Amortization Period. Under the Agreement,
such Collections will be paid to the Seller, to other amortizing Series or to
the Collateral Interest Holder, as described above, during the Revolving Period.
During the Amortization Period, Collections of Principal Receivables allocable
to the Class A Certificateholders up to the Controlled Amount will be paid to
the Class A Certificateholders, with the excess paid to the Seller, to other
amortizing Series or to the Collateral Interest Holder. During any Rapid
Amortization Period, all Collections of Principal Receivables allocable to the
Certificateholders will be paid to the Class A Certificateholders on each
Distribution Date. In each case, such payments to the Class A
Certificateholders shall not exceed the Class A Invested Amount.
Unless or until a Liquidation Event (as described in the Agreement)
shall have occurred, during the period beginning on the first day of the Due
Period relating to the March 2001 Distribution Date (the "Controlled
Amortization Date") and ending on the earlier of (a) but not including, the
first day of the Due Period in which a Liquidation Event occurs or is deemed to
have occurred, (b) and including, the date on which the Invested Amount is paid
in full, or (c) the Series Termination Date (the "Amortization Period"),
Collections of Principal Receivables allocable to the Class A Certificates up
to the Controlled Amount will be paid to Class A Certificateholders monthly on
each Distribution Date beginning with the Distribution Date related to the Due
Period in which the Controlled Amortization Date occurs. The amount of monthly
principal ("Class A Monthly Principal") allocable to Class A Certificateholders
shall equal the sum of (i) an amount equal to the Class A Principal Percentage
of the Fixed Allocation Percentage of all Collections with respect to Principal
Receivables for
A-6
<PAGE>
such Due Period, (ii) the amount, if any, of Unallocated Principal Collections
on deposit in the Collection Account allocable to the Certificates, (iii) a
portion of the amount of Collections of Principal Receivables allocable to
certain other Series but not needed to make payment to or for the benefit of
such Series and (iv) certain other amounts as described in the Agreement.
If Class A Monthly Principal for the related Due Period is equal to or
greater than the sum of the Controlled Amortization Amount and the existing
Deficit Controlled Amortization Amount (such sum, the "Controlled Amount"), the
amount of the Controlled Amount will be paid to Class A Certificateholders and
the excess of such sum over the Controlled Amount will be paid from the Trust to
the Seller, but not more than the First Chicago Amount, to other amortizing
Series or to the Collateral Interest Holder.
If Class A Monthly Principal for the related Due Period is less than
the Controlled Amount, the entire amount of Class A Monthly Principal will be
paid to Class A Certificateholders and the amount of the excess of the
Controlled Amount over the Class A Monthly Principal will be the Deficit
Controlled Amortization Amount for the next succeeding Distribution Date.
During the period beginning on the first day of the Due Period in
which a Liquidation Event occurs or is deemed to occur and continuing to and
including the earlier of the date on which the Invested Amount has been paid in
full or the Series Termination Date (the "Rapid Amortization Period"),
Collections of Principal Receivables allocable to the Class A Certificates will
no longer be paid to the Seller, to other amortizing Series, to the Collateral
Interest Holder, or to the Class A Certificateholders (to the extent of the
Controlled Amount) as described above, but instead will be distributed monthly
on each Distribution Date to Class A Certificateholders. During the Rapid
Amortization Period, Class A Monthly Principal will be paid to the Class A
Certificateholders regardless of the level of any Controlled Amortization
Amount or Controlled Amount.
On each Distribution Date, the Paying Agent shall distribute to each
Class A Certificateholder of record on the related Record Date such Class A
Certificateholder's pro rata share (based on the aggregate Undivided Interest
--- ----
represented by the Certificate
A-7
<PAGE>
held by such Class A Certificateholder) of amounts on deposit in the Collection
Account as are payable to the Class A Certificateholders pursuant to the
Agreement. The amount to be distributed on each Distribution Date to the
Certificateholder will be equal to the product of the aggregate Undivided
Interest represented by this Certificate and the aggregate of all payments to
be made to Class A Certificateholders on such Distribution Date. Distributions
with respect to this Certificate will be made by the Paying Agent by check
mailed to the address of the Certificateholder of record appearing in the
Certificate Register without the presentation or surrender of this Certificate
or the making of any notation (except for the final distribution in respect of
this Certificate) except that if all Class A Certificates are registered in the
name of CEDE & CO., the nominee registration for The Depository Trust Company,
distributions will be made in the form of immediately available funds. Final
payment of this Certificate will be made only upon presentation and surrender of
this Certificate at the office or agency specified in the notice of final
distribution delivered by the Trustee to the Certificateholder in accordance
with the Agreement.
On the Distribution Date occurring after the Invested Amount is
reduced to 5% of the Initial Invested Amount or less, the Seller may repurchase
the Certificateholders' Interest in the Trust unless certain events of
bankruptcy, insolvency or receivership have occurred with respect to FCCNB. The
repurchase price will be equal to the Invested Amount plus accrued and unpaid
interest thereon.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, FCCNB, THE SERVICER (IF THE SERVICER IS NOT FCCNB) OR ANY AFFILIATE OF
EITHER OF THEM (EXCEPT TO THE LIMITED EXTENT DESCRIBED HEREIN) AND IS NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY. THIS CERTIFICATE IS LIMITED IN RIGHT OF PAYMENT TO CERTAIN
COLLECTIONS RESPECTING THE RECEIVABLES (AND CERTAIN OTHER AMOUNTS), ALL AS MORE
SPECIFICALLY SET FORTH HEREINABOVE AND IN THE AGREEMENT.
The Agreement may be amended by the Seller, the Servicer and the
Trustee, without Certificateholder consent, to cure any ambiguity, to correct or
supplement any provision therein which may be inconsistent with any other
provision therein, or to add any other provisions
A-8
<PAGE>
with respect to matters or questions arising under the Agreement which are not
inconsistent with the provisions of the Agreement. Additionally, the Agreement
may be amended from time to time by the Servicer, the Seller and the Trustee,
without the consent of any of the Certificateholders, to add to or change any
of the provisions of the Agreement to provide that Bearer Certificates may be
registrable as to principal, to change or eliminate any restrictions on the
payment of principal of or any interest on Bearer Certificates to comply with
the Bearer Rules, to permit Bearer Certificates to be issued in exchange for
Registered Certificates (if then permitted by the Bearer Rules), to permit
Bearer Certificates to be issued in exchange for Bearer Certificates of other
authorized denominations or to permit the issuance of Certificates in
uncertificated form, provided any such action shall not adversely affect the
interests of the Holders of Bearer Certificates of any Series or any related
Coupons in any material respect. No such amendment, however, may adversely
affect in any material respect the interests of the Certificateholders unless
such amendment is necessary to comply with the Bearer Rules. Any Supplement and
any amendments regarding the addition to or removal of Receivables from the
Trust as provided in Sections 2.05, 2.10 and 6.09 of the Agreement,
respectively, shall not be considered amendments to the Agreement.
Subject to the preceding paragraph, the Agreement may be amended by
the Servicer, the Seller and the Trustee with the consent of the Investor
Certificateholders owning Undivided Interests aggregating not less than 66-2/3%
of the invested amount of all Series adversely affected for the purpose of
adding any provisions to, changing in any manner or eliminating any of the
provisions of the Agreement or of modifying in any manner the rights of
Investor Certificateholders of any Series then issued and outstanding, provided,
--------
however, that no such amendment shall (a) reduce in any manner the amount of, or
- -------
delay the timing of, distributions which are required to be made on any Investor
Certificate without the consent of such Investor Certificateholder, (b) change
the definition of or the manner of calculating the interest of any Investor
Certificateholder, without the consent of such Investor Certificateholder, or
(c) reduce the afore said percentage required to consent to any such amendment,
without the consent of such Investor Certificate holder. Any such amendment and
any such consent by the Holder of this Certificate shall be conclusive and bind-
A-9
<PAGE>
ing on such Certificateholder and upon all future Holders of this Certificate
and of any Certificate issued in exchange hereof or in lieu hereof whether or
not notation thereof is made upon this Certificate.
The Class A Certificates are issuable only in denominations of $1,000
and integral multiples of $1,000 in excess hereof. The transfer of this
Certificate shall be registered in the Certificate Register upon surrender of
this Certificate for registration of transfer at any office or agency maintained
by the Transfer Agent and Registrar accompanied by a written instrument of
transfer, in a form satisfactory to the Trustee and the Transfer Agent and
Registrar, duly executed by the Certificateholder or the Certificateholder's
attorney, and duly authorized in writing with such signature guaranteed, and
thereupon one or more new Class A Certificates of authorized denominations and
for the same aggregate Undivided Interest will be issued to the designated
transferee or transferees.
As provided in the Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for new Class A Certificates
evidencing a like aggregate Undivided Interest, as requested by the
Certificateholder surrendering this Certificate. No service charge may be
imposed for any such exchange but the Servicer, the Seller or the Transfer Agent
and Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer Agent and
Registrar, and any agent of any of them, may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Servicer, nor the Trustee, the Paying Agent, the Transfer Agent and Registrar,
nor any agent of any of them shall be affected by notice to the contrary except
in certain circumstances described in the Agreement.
This Certificate shall be construed in accordance with and governed
by the laws of the State of Delaware.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee by manual signature, this Certificate shall not be
entitled
A-10
<PAGE>
to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, FCCNB has caused this Certificate to be duly
executed.
Dated:
FCC NATIONAL BANK
By:
----------------------
Chairman of the Board
By:
----------------------
Cashier
A-11
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the
Class A Certificates described in the within-mentioned Pooling and Servicing
Agreement.
NORWEST BANK MINNESOTA, NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION NATIONAL ASSOCIATION
as Trustee as Trustee
OR
By:
Authorized Officer By: THE FIRST NATIONAL
BANK OF CHICAGO
Authenticating Agent
By:
Authorized Officer
A-12
<PAGE>
_________________________
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE(S)
_______________________
|_______________________|.....................................................
(PLEASE PRINT OR TYPEWRITE
NAME AND ADDRESS OF ASSIGNEE)
................................................................................
................................................................................
the within certificate and all rights thereunder,
and hereby irrevocably constitutes and appoints
................................................................................
attorney, with full power of substitution in the
premises, to transfer said certificate on the books
kept for registration thereof.
Dated:..........................................................................
..............................................
Note: The signature(s) to this Assignment must
correspond with the name(s) as written on the
face of the within certificate in every
particular, without alteration or enlargement
or any change whatever.
A Non-U.S. Person as defined in
the Code must certify to the
Trustee in writing as to its Non-
U.S. Person status and such further
information as may be required under
the Code or reasonably requested by
the Trustee.
A-13
<PAGE>
EXHIBIT B
---------
FORM OF CERTIFICATEHOLDERS' PAYMENT DATE STATEMENT
(To be delivered by the Payment Agent on each
Payment Date pursuant to Section 5.02(a) of
the Pooling and Servicing Agreement)
FCC NATIONAL BANK
_________________________________________________
FIRST CHICAGO MASTER TRUST II
SERIES 1996-Q
__________________________________________________
Under the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") dated as of June 1, 1990 by and between FCC National Bank, as
Seller and Servicer ("FCCNB"), and Norwest Bank Minnesota, National
Association, as Trustee (the "Trustee"), as amended and supplemented by the
Series 1996-Q Supplement dated as of September 1, 1996 by and between FCCNB
and the Trustee, FCCNB, as Servicer, is required to prepare certain
information for each Payment Date regarding current distributions to Class
A Certificateholders and the performance of the First Chicago Master Trust
II (the "Trust") during the previous period. The information which is
required to be prepared with respect to the distribution on the
_________________, 199_ Payment Date and with respect to the performance of
the Trust during the Due Period for such Payment Date is set forth below.
Certain of the information is presented on the aggregate amounts for the
Trust as a whole. All capitalized terms used herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement.
B-1
<PAGE>
A. Information Regarding the Current Distribution (Stated on the Basis of
----------------------------------------------------------------------
$1,000 Original Principal Amount).
---------------------------------
1. The total amount of the distri-
bution to Class A Certificate-
holders on the Payment Date
per $1,000 interest.................. $________
2. The amount of the distribution
set forth in paragraph 1 above
in respect of principal on the
Class A Certificates, per
$1,000 interest...................... $________
3. The amount of the distribution
set forth in paragraph 1 above
in respect of interest on the
Class A Certificates, per
$1,000 interest...................... $________
B. Information Regarding the Performance of the Trust.
--------------------------------------------------
1. Collections of Receivables.
--------------------------
a. The aggregate amount of Collections
of Receivables processed for the Due
Period with respect to the current
Distribution Date which were allo-
cated in respect of the Investor
Certificates of all Series........... $________
b. The aggregate amount of Collections
of Receivables processed for
the Due Period with respect to
the current Distribution Date which
were allocated in respect of the
Series 1996-Q Certificates .......... $________
c. The aggregate amount of Collections
of Receivables processed for
the Due Period with respect to
the current Distribution Date which
were allocated in respect of the
Class A Certificates ................ $________
B-2
<PAGE>
d. The amount of Collections of
Receivables processed for the
Due Period with respect to the
current Distribution Date which
were allocated in respect of
Class A Certificates, per $1,000
interest ............................ $________
e. The amount of Excess Spread for the
Due Period with respect to the cur-
rent Distribution Date .............. $________
f. The amount of Reallocated Principal
Collections for the Due Period
with respect to the current Distribution
Date allocated in respect of
the Class
A Certificates ...................... $________
g. The amount of Excess Finance Charge
Collections allocated in respect of
the Series 1996-Q Certificates, if
any ................................. $________
h. The amount of Excess Principal Col-
lections allocated in respect of the
Series 1996-Q Certificates, if any .. $________
2. Receivables in Trust.
--------------------
a. Aggregate Principal Receivables for
the Due Period with respect to the
current Distribution Date (which
reflects the Principal Receivables
represented by the Exchangeable
Seller's Certificate and by the
Investor Certificates of all
Series) ............................. $________
b. The amount of Principal Receivables
in the Trust represented by the
Series 1996-Q Certificates (the
"Invested Amount") for the Due Period
with respect to the current Distri-
bution Date ......................... $________
B-3
<PAGE>
c. The amount of Principal Receivables
in the Trust represented by the
Class A Certificates (the "Class A
Invested Amount") for the Due Period
with respect to the current Distri-
bution Date ......................... $________
d. The Invested Percentage with respect
to Finance Charge Receivables
(including Interchange) and Defaulted
Receivables for the Series 1996-Q
Certificates for the Due Period with
respect to the current Distribution
Date ................................ ________%
e. The Invested Percentage with respect
to Principal Receivables for the
Series 1996-Q Certificates for the Due
Period with respect to the current
Distribution Date ................... ________%
f. The Class A Floating Percentage
for the Due Period with respect
to the current Distribution Date ________%
g. The Class A Principal Percentage
for the Due Period with respect
to the current Distribution Date ________%
h. The Collateral Floating Percentage
for the Due Period with respect
to the current Distribution Date ________%
i. The Collateral Principal Percentage
for the Due Period with respect
to the current Distribution Date ________%
3. Delinquent Balances.
-------------------
The aggregate amount of outstanding
balances in the Accounts which were 30
or more days delinquent as of the end
of the Due Period for the current
Distribution Date ................... $________
B-4
<PAGE>
4. Investor Default Amount.
-----------------------
a. The aggregate amount of all
Defaulted Receivables written off
as uncollectible during the Due Period
with respect to the current Distri-
bution Date allocable to the Series
1996-Q Certificates (the "Investor
Default Amount") .................... $________
b. The Class A Investor Default
Amount .............................. $________
c. The Collateral Investor Default
Amount .............................. $________
5. Investor Charge-Offs.
--------------------
a. The amount of the Class A Investor
Charge-Offs per $1,000 interest
after reimbursement of any such
Class A Investor Charge-Offs for the
Due Period with respect to the
current Distribution Date ........... $________
b. The amount attributable to Class A
Investor Charge-Offs, if any, by
which the principal balance of the
Class A Certificates exceeds the
Class A Invested Amount as of the
end of the day on the Record Date
with respect to the current
Distribution Date ................... $________
c. The amount of the Collateral Charge-Offs,
if any, for the Due Period
with respect to the current Distribution
Date ................................ $________
6. Monthly Servicing Fee.
---------------------
a. The amount of the Monthly Servicing
Fee payable by the Trust to the
Servicer with respect to the
current Distribution Date ........... $________
B-5
<PAGE>
b. The amount of the Interchange Monthly
Servicing Fee payable to the Servicer
with respect to the current
Distribution Date ................... $________
7. Available Cash Collateral Amount.
--------------------------------
a. The amount, if any, withdrawn from
the Cash Collateral Account for the
current Distribution Date (the
"Withdrawal Amount") ................ $________
b. The amount available to be withdrawn
from the Cash Collateral Account
as of the end of the day on the current
Distribution Date, after
giving effect to all withdrawals,
deposits and payments to be made on
such Distribution Date (the "Available
Cash Collateral
Amount" for the next Distribution
Date) ............................... $________
c. The amount as computed in 7.b as a
percentage of the Class A Invested
Amount after giving effect to all re-
ductions thereof on the current Dist-
ribution Date ....................... $________
8. Collateral Invested Amount.
--------------------------
a. The Collateral Invested Amount for
the current Distribution Date ....... $________
b. The Collateral Invested Amount after
giving effect to all withdrawals,
deposits and payments on the current
Distribution Date ................... $________
9. Total Enhancement.
-----------------
a. The total Enhancement for the current
Distribution Date ................... $________
b. The total Enhancement after giving effect
to all withdrawals, deposits and payments
on the current Distribution
Date ................................ $________
B-6
<PAGE>
C. The Pool Factor.
---------------
1. The Pool Factor (which represents
the ratio of the Class A Invested
Amount on the last day of the month
ending on the Record Date adjusted
for Class A Investor Charge-Offs
set forth in B.5.a above and for
the distributions of principal set
forth in A.2 above to the Class A
Initial Invested Amount). The
amount of a Class A Certificate-
holder's pro rata share of the
Class A Invested Amount can be
determined by multiplying the
original denomination of the
holder's Class A Certificate by
the Pool Factor ..................... ________%
D. Deficit Controlled Amortization Amount.
--------------------------------------
1. The Deficit Controlled Amortization
Amount for the preceding
Due Period .......................... $_________
FCC NATIONAL BANK,
Servicer
By___________________________
Title:
B-7
