<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported) May 2, 1996
-----------------------
First USA, Inc.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-11030 75-2291060
-------- ------- ----------
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or Number) Identification
organization) Number)
1601 Elm Street, 46th Floor, Dallas, Texas 75201
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
214-849-2444
- ----------------------------------------------------
(Registrant's telephone number, including area code)
N/A
- -------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
1
<PAGE>
Item 5. Other Events.
On May 2, 1996, First USA Bank (the "Bank"), a wholly-owned subsidiary of
First USA Financial, Inc., which is a wholly-owned subsidiary of First USA,
Inc., completed the securitization of approximately $500,000,000 of credit card
receivables. The securitization consists of Exchangeable Transferor Certificates
that may be exchanged for CIA Certificates representing Collateral Invested
Amounts as credit enhancement for future securitizations of credit card
receivables by the Bank.
First USA Credit Card Master Trust Series 1996-E1 consists of $500,000,000
Floating Rate Asset Backed Certificates (the "Certificates"). Interest will
accrue on the Certificates at the rate of 0.30% over the one-month London
Interbank Offered Rate ("LIBOR") through October 14, 1996. Thereafter, interest
will accrue on the Certificates at the rate of 0.35% over one-month LIBOR.
First USA Bank services the receivables that are included in the
securitization and will continue to service the accounts associated with such
receivables following the securitization.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
99. Series 1996-E1 Supplement, dated as of May 2, 1996, to the Pooling and
Servicing Agreement, dated as of September 1, 1992, between First USA Bank, as
Transferor and Servicer, and The Bank of New York (Delaware), as Trustee.
2
<PAGE>
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 thereunto duly authorized.
Date: May 17, 1996
First USA, Inc.
By: /s/ Steven L. McDonald
------------------------------------
Steven L. McDonald
Senior Vice President and
Chief Accounting Officer
3
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
99. Series 1996-E1 Supplement, dated as of
May 2, 1996, to the Pooling and Servicing
Agreement, dated as of September 1, 1992,
between First USA Bank, as Transferor and
Servicer, and The Bank of New York (Delaware),
as Trustee.
4
<PAGE>
_______________________________________________________________________________
FIRST USA BANK
Transferor and Servicer
and
THE BANK OF NEW YORK (DELAWARE)
on behalf of the Series 1996-E1 Certificateholders
_____________________________
SERIES 1996-E1 SUPPLEMENT
Dated as of May 2, 1996
to
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1992, as amended
_____________________________
$500,000,000
FIRST USA CREDIT CARD MASTER TRUST
Series 1996-E1
_______________________________________________________________________________
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
SECTION 1. Designation................................................ 1
SECTION 2. Definitions................................................ 2
SECTION 3. Reassignment and Transfer Terms............................ 18
SECTION 4. Delivery and Payment for the Series 1996-
E1 Certificates............................................ 18
SECTION 5. Form of Delivery of Series 1996-
E1 Certificates............................................ 18
SECTION 6. Article IV of Agreement.................................... 18
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS................ 20
Section 4.04 Rights of Series 1996-E1 Certicateholders................. 20
Section 4.05 Collections and Allocation................................. 20
Section 4.06 Determination of Monthly Interest for the Series 1996-E1
Certificates............................................... 25
Section 4.07 Determination of Monthly Principal......................... 26
Section 4.08 Coverage of Required Amount for the Series 1996-E1
Certificates............................................... 27
Section 4.09 Monthly Payments........................................... 28
Section 4.10 Payment of Certificate Interest............................ 33
Section 4.11 Investor Charge-Offs....................................... 33
Section 4.12 Determination of LIBOR..................................... 33
Section 4.13 Principal Funding Account.................................. 34
Section 4.14 Reserve Account............................................ 36
SECTION 7. Article V of the Agreement................................. 38
</TABLE>
i
<PAGE>
<TABLE>
ARTICLE V
<S> <C> <C>
DISTRIBUTIONS AND REPORTS TO SERIES 1996-E1
CERTIFICATEHOLDERS........................... 38
Section 5.01 Distributions............................................. 38
Section 5.02 Monthly Certificateholders'
Statement................................................. 39
SECTION 8. Exchanges of Series 1996-E1 Invested Amount for Sharing
Series Collateral Invested Amounts........................ 40
SECTION 9. Series 1996-E1 Pay Out Events............................. 47
SECTION 10. Rights of Group E1 Investors
Upon the Occurrence of Certain
Events.................................................... 49
SECTION 11. Series 1996-E1 Termination................................ 50
SECTION 12. Periodic Finance Charges and
Other Fees................................................ 50
SECTION 13. Transfers of Series 1996-E1 Certificates.................. 50
SECTION 14. Amendment and Ratification of
Agreement................................................. 51
SECTION 15. Counterparts.............................................. 51
SECTION 16. GOVERNING LAW............................................. 51
SECTION 17. Additional Representations and
Warranties of the Servicer................................ 51
</TABLE>
EXHIBITS
EXHIBIT A Series 1996-E1 Certificate
EXHIBIT B Form of Monthly Allocations and Payment Instructions
EXHIBIT C Form of Monthly Certificateholders' Statement
EXHIBIT D Form of Sharing Series Exchange Officer's Certificate
ii
<PAGE>
SERIES 1996-E1 SUPPLEMENT, dated as of May 2, 1996 (this "Series
------
Supplement") by and between FIRST USA BANK, a Delaware chartered banking
- ----------
corporation, as Transferor and Servicer, and THE BANK OF NEW YORK (DELAWARE)
(as successor to The Bank of New York as successor to NationsBank, N.A.), as
Trustee under the Pooling and Servicing Agreement dated as of September 1, 1992
between FIRST USA BANK, as Transferor and Servicer, and the Trustee, as amended
(the "Agreement").
---------
Section 6.09 of the Agreement provides, among other things, that the
Transferor and the Trustee may at any time and from time to time enter into a
supplement to the Agreement for the purpose of authorizing the issuance by the
Trustee to the Transferor for the execution and redelivery to the Trustee for
authentication of one or more Series of 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, authentication and
delivery of the Investor Certificates of Series 1996-E1 (the "Series 1996-E1
--------------
Certificates").
- ------------
Pursuant to this Series Supplement, the Transferor and the Trustee
shall create a new Series of Series 1996-E1 Certificates and shall specify the
Principal Terms thereof. The Series 1996-E1 Certificates shall not be
subordinated to any other Series.
SECTION 1. Designation. (a) There is hereby created a Series of
-----------
Certificates to be issued pursuant to the Agreement and this Series Supplement,
which shall be issued in one Class and which shall be designated generally as
the Series 1996-E1 Floating Rate Asset Backed Certificates (the "Series 1996-E1
--------------
Certificates"). The Series 1996-E1 Certificates will be treated as a Class of
- ------------
Certificates for all purposes under the Agreement and this Series Supplement;
provided, however, that the provisions of Section 6.09(b) with respect to the
- -------- -------
delivery of an Opinion of Counsel to the effect that a newly issued Series of
Certificates will be treated as debt for Federal income tax purposes will not
apply to the Series 1996-E1 Certificates.
<PAGE>
(b) The Series 1996-E1 Certificates shall be included in the Group E1
Series (as defined below).
SECTION 2. Definitions. In the event that any term or provision
-----------
contained herein shall conflict with or be inconsistent with any provision
contained in the Agreement, the terms and provisions of this Series Supplement
shall govern. All Article, Section or subsection references herein shall mean
Article, Section or subsections of the Agreement, except as otherwise provided
herein. All capitalized terms used herein as defined terms and not defined
herein are defined in the Agreement. Each capitalized term defined herein shall
relate only to the Series 1996-E1 Certificates and no other Series of
Certificates issued by the Trust.
"Accumulation Period" shall mean, unless a Pay Out Event shall have
-------------------
occurred prior thereto, the period commencing at the close of business on
November 30, 1997, or such later date as is determined in accordance with
subsection 4.09(f) of the Agreement and ending on the earlier of (a) the
commencement of the Rapid Amortization Period and (b) the Series 1996-E1
Termination Date.
"Accumulation Period Factor" shall mean, for any Monthly Period, a
--------------------------
fraction, the numerator of which is equal to the sum of the initial invested
amounts of all outstanding Series, and the denominator of which is equal to the
sum of (a) the Series 1996-E1 Invested Amount, (b) the initial invested amounts
of all outstanding Series (other than Series 1996-E1) which are not expected to
be in their revolving periods during such Monthly Period, and (c) the initial
invested amounts of all other outstanding Series which are not allocating
Excess Principal Collections and are expected to be in their revolving periods
during such Monthly Period.
"Accumulation Period Length" shall have the meaning specified in
--------------------------
subsection 4.09(f) of the Agreement.
"Accumulation Shortfall" shall initially mean zero and shall
----------------------
thereafter mean, with respect to any Monthly Period during the Accumulation
Period, the excess, if any, of the Controlled Deposit Amount for the previous
Monthly Period over the amount deposited into the Principal Funding Account
pursuant to subsection
2
<PAGE>
4.09(c)(i) with respect to the Series 1996-E1 Certificates for the previous
Monthly Period.
"Adjusted Invested Amount" shall have the meaning assigned to such
------------------------
term in the Exchangeable Certificate Purchase Agreement.
"Administrative Agent" shall mean Swiss Bank Corporation, New York
--------------------
Branch, in its capacity as administrative agent for the Group E1 Investors under
the Exchangeable Certificate Purchase Agreement, or any successor agent
thereunder.
"Agreement" shall mean the Pooling and Servicing Agreement dated as
---------
of September 1, 1992 between First USA Bank, as Transferor and Servicer, and the
Trustee, as amended.
"Amortization Period" shall mean, with respect to the Series 1996-E1
-------------------
Certificates, the period commencing on the earlier of (a) the first day of the
Accumulation Period, or (b) the Pay Out Commencement Date, and continuing to
and including the earlier of (i) the payment in full to the Series 1996-E1
Certificateholders of the Series 1996-E1 Invested Amount and (ii) the Scheduled
Series 1996-E1 Termination Date.
"Available Investor Principal Collections" shall mean, with respect to any
----------------------------------------
Monthly Period, an amount equal to the sum of (i) an amount equal, during the
Revolving Period, to the Floating Allocation Percentage or, during the
Amortization Period, to the Fixed/Floating Allocation Percentage of Collections
of Principal Receivables with respect to such Period, (ii) any Unallocated
Principal Collections allocated to the Series 1996-E1 Certificates on deposit in
the Principal Account on the following Series 1996-E1 Distribution Date, (iii)
the amount, if any, of Collections of Finance Charge Receivables, Group E1
Excess Available Funds and funds released from the Spread Account to be
distributed pursuant to Section 4.08 and subsections 4.09(a)(iii) and
4.09(a)(iv) of the Agreement with respect to the following Series 1996-E1
Distribution Date, and (iv) the amount of Excess Principal Collections with
respect to such Monthly Period which are allocable to the Series 1996-E1
Certificates and available to cover Principal Shortfalls with respect to the
Series 1996-E1 Certificates.
3
<PAGE>
"Available Reserve Account Amount" shall mean, with respect to any
--------------------------------
Transfer Date, the lesser of (a) the amount on deposit in the Reserve Account as
of such date (before giving effect to any deposit or withdrawal made or to be
made pursuant to 4.14 of the Agreement to the Reserve Account on such date) and
(b) the Required Reserve Account Amount.
"Average Principal Balance" shall mean, for a Monthly Period in which
-------------------------
Additional Accounts are designated for inclusion in or Removed Accounts are
designated for removal from the Trust, the weighted average of the Principal
Receivables in the Trust at the end of the day on the last day of the prior
Monthly Period and the Principal Receivables in the Trust at the end of the day
on the related Addition Date or Removal Date, as applicable, weighted,
respectively, by a fraction, the numerator of which is the number of days from
and including the first day of such Monthly Period to but excluding the related
Addition Date or Removal Date, as applicable, and the denominator of which is
the number of days in such Monthly Period, and by a fraction, the numerator of
which is the number of days from and including the related Addition Date or
Removal Date, as applicable, to and including the last day of such Monthly
Period, and the denominator of which is the number of days in such Monthly
Period.
"Base Rate" shall mean, with respect to any Monthly Period, the sum
---------
of the (i) Series 1996-E1 Certificate Rate as of the last day of such Monthly
Period plus (ii) the product of 2.00% and the percentage equivalent of a
----
fraction the numerator of which is the Series 1996-E1 Adjusted Invested Amount
and the denominator of which is the Series 1996-E1 Invested Amount each as of
the last day of such Monthly Period.
"Business Day" shall mean, for the purpose of determining LIBOR, any
------------
day other than a Saturday, Sunday or day on which banking institutions in New
York, New York, in Newark, Delaware or in London, England, trading in Dollar
deposits in the London interbank market, are authorized or obligated by law or
executive order to be closed and for all other purposes shall have the meaning
provided in the Agreement.
4
<PAGE>
"Calculation Date" shall mean June 13, 1996 and the second Business
----------------
Day (as defined for purposes of determining LIBOR) prior to the Series 1996-E1
Distribution Date in each calendar month thereafter.
"CIA Certificateholders" shall mean the holders of the CIA
----------------------
Certificates or any interests therein.
"CIA Certificates" shall have the meaning assigned to such term in the
----------------
Exchangeable Certificate Purchase Agreement.
"Closing Date" shall mean May 2, 1996.
------------
"Controlled Accumulation Amount" shall mean, for any Transfer Date
------------------------------
with respect to the Accumulation Period prior to the payment in full of the
Series 1996-E1 Invested Amount, the Series 1996-E1 Invested Amount at the end of
the Revolving Period divided by three; provided, however, that if the
-------- -------
Accumulation Period Length is determined to be less than three months pursuant
to subsection 4.09(f) of the Agreement, the Controlled Accumulation Amount for
each Transfer Date with respect to the Accumulation Period prior to the payment
in full of the Series 1996-E1 Invested Amount will be equal to (i) the product
of (x) the Series 1996-E1 Invested Amount and (y) the Accumulation Period Factor
for such Monthly Period divided by (ii) the Required Accumulation Factor Number.
"Controlled Deposit Amount" shall mean, with respect to any Transfer
-------------------------
Date, the sum of the Controlled Accumulation Amount for such Transfer Date and
any existing Accumulation Shortfall.
"Covered Amount" shall mean, with respect to any Interest Period
--------------
during the Accumulation Period prior to the payment in full of the Series 1996-
E1 Invested Amount, the product of (a) a fraction, the numerator of which is the
actual number of days in such Interest Period and the denominator of which is
360, (b) the Series 1996-E1 Certificate Rate in effect with respect to the
related Interest Period, and (c) the Principal Funding Account Balance up to
the Series 1996-E1 Invested Amount as of the last day of the Monthly Period
preceding the Monthly Period in which such Interest Period ends.
5
<PAGE>
"Daily Deposit Date" shall mean each Determination Date (i) on
------------------
which the Excess Spread Percentage for the prior Monthly Period is less than
2.50% per annum or (ii) following the failure of the Transferor or Servicer to
make a required payment or deposit under the Agreement.
"Default Interest" shall have the meaning specified in subsection
----------------
4.06(b) of the Agreement.
"Determination Date" shall have the meaning assigned to such term in
------------------
the Exchangeable Certificate Purchase Agreement.
"Distribution Account" shall have the meaning specified in Section
--------------------
4.02(c) of the Agreement.
"Distribution Date" shall mean the Series 1996-E1 Distribution Date
-----------------
or a Sharing Series Distribution Date, as applicable.
"Excess Principal Collections" shall mean, as the context requires,
----------------------------
either (a) the amount allocated to the Series 1996-E1 Certificates which, in
accordance with subsections 4.05(b)(ii), 4.05(c)(ii) and 4.05(f) of the
Agreement, may be applied to Principal Shortfalls with respect to other
outstanding Series or (b) the amounts allocated to the investor certificates of
other Series which the applicable supplements for such Series specify are to be
treated as "Excess Principal Collections" and which may be applied to cover
Principal Shortfalls with respect to the Series 1996-E1 Certificates.
"Excess Spread Percentage" shall have the meaning assigned to such
------------------------
term in the Exchangeable Certificate Purchase Agreement.
"Exchangeable Certificate Purchase Agreement" shall mean the
-------------------------------------------
Exchangeable Certificate Purchase Agree ment dated May 2, 1996, among the
Transferor, the Servicer, the Trustee and the Group E1 Investors, as amended
from time to time.
"Finance Charge Account" shall have the meaning specified in Section
----------------------
4.02(b) of the Agreement.
6
<PAGE>
"First USA" shall mean First USA Bank, a Delaware chartered banking
---------
corporation.
"Fitch" shall mean Fitch Investors Service, L.P.
-----
"Fixed/Floating Allocation Percentage" shall mean for any Monthly
------------------------------------
Period during the Amortization Period the percentage equivalent of a fraction,
the numerator of which is the Series 1996-E1 Invested Amount at the end of the
last day of the Revolving Period and the denominator of which is the greater of
(a) the total amount of Principal Receivables in the Trust at the end of the
last day of the preceding Monthly Period and (b) the sum of the numerators used
to calculate fixed/floating allocation percentages with respect to all Series
then outstanding on the applicable Series 1996-E1 Distribution Date; provided,
--------
however, that with respect to any Monthly Period in which an Addition Date or a
- -------
Removal Date occurs and the Servicer need not make daily deposits of Collections
into the Collection Account, the denominator determined pursuant to clause (a)
shall be the Average Principal Balance; and provided further, that with respect
-------- -------
to any Monthly Period in which an Addition Date or Removal Date occurs and the
Servicer is required to make daily deposits of Collections into the Collection
Account, the denominator determined pursuant to clause (a) hereof shall be (1)
the aggregate amount of Principal Receivables in the Trust at the end of the day
on the last day of the prior Monthly Period for the period from and including
the first day of such Monthly Period to but excluding the related Addition Date
or Removal Date, as applicable, and (2) the aggregate amount of Principal
Re ceivables in the Trust at the end of the day on the related Addition Date or
Removal Date, as applicable, for the period from and including the related
Addition Date or Removal Date, as applicable, to and including the last day of
such Monthly Period.
"Floating Allocation Percentage" shall mean, with respect to any
------------------------------
Monthly Period, the percentage equivalent of a fraction, the numerator of which
is the Series 1996-E1 Adjusted Invested Amount as of the last day of the
preceding Monthly Period and the denominator of which is the total amount of
Principal Receivables in the Trust as of the last day of such preceding Monthly
Period; provided however, that, with respect to the first Monthly
-------- -------
7
<PAGE>
Period, the Floating Allocation Percentage shall mean the percentage equivalent
of a fraction, the numerator of which is the Series 1996-E1 Initial Invested
Amount and the denominator of which is the total amount of Principal Receivables
in the Trust on the Closing Date; provided further, that with respect to any
-------- -------
Monthly Period in which an Addition Date or a Removal Date occurs and the
Servicer need not make daily deposits of Collections into the Collection
Account, the denominator in the definition of the Floating Allocation Percentage
shall be the Average Principal Balance; and provided further, that with respect
-------- -------
to any Monthly Period in which an Addition Date or Removal Date occurs and the
Servicer is required to make daily deposits of Collections into the Collection
Account, the denominator in the definition of the Floating Allocation
Percentage shall be (1) the aggregate amount of Principal Receivables in the
Trust at the end of the day on the last day of the prior Monthly Period for the
period from and including the first day of such Monthly Period to but excluding
the related Addition Date or Removal Date, as applicable, and (2) the aggregate
amount of Principal Receivables in the Trust at the end of the day on the
related Addition Date or Removal Date, as applicable, for the period from such
Addition Date to and including the last day of such Monthly Period.
"Group E1 Series" shall mean Series 1996-E1 and each other Series
---------------
specified in the related Supplement to be included in the Group E1 Series.
"Group E1 Excess Available Funds" shall have the meaning assigned to
-------------------------------
such term in the Exchangeable Certificate Purchase Agreement.
"Group E1 Investors" shall mean the Series 1996-E1
------------------
Certificateholders and the CIA Certificateholders, collectively.
"Interest Period" shall mean, with respect to a Series 1996-E1
---------------
Distribution Date, the period beginning on the preceding Series 1996-E1
Distribution Date and continuing through the day preceding such Series 1996-E1
Distribution Date, except the first Interest Period shall be deemed to be the 46
day period from and including the Closing Date through and including the day
preceding the initial Series 1996-E1 Distribution Date.
8
<PAGE>
"Interest Shortfall" shall have the meaning specified in subsection
------------------
4.06(b) of the Agreement.
"Invested Amount" shall mean (i) for Series 1996-E1, when used with
---------------
respect to any date, an amount equal to the Series 1996-E1 Invested Amount as of
such date; provided, however, that for purposes of determining the Investor
-------- -------
Monthly Servicing Fee the Invested Amount shall mean an amount equal to the
Series 1996-E1 Weighted Average Adjusted Invested Amount and for purposes of
determining the Aggregate Invested Amount, the Invested Amount shall mean an
amount equal to the Series 1996-E1 Adjusted Invested Amount with respect to any
date of determination and (ii) for any other Sharing Series, the meaning
assigned to such term in the applicable Sharing Series Supplement.
"Investor Charge-Offs" shall have the meaning specified in
--------------------
subsection 4.11 of the Agreement.
"Investor Default Amount" shall mean, with respect to each Series
-----------------------
1996-E1 Distribution Date and each Receivable in an Account which became a
Defaulted Account during the related Monthly Period, an amount equal to the
product of the aggregate Default Amount for the related Monthly Period and the
applicable Investor Percentage for the related Monthly Period.
"Investor Monthly Servicing Fee" shall mean, with respect to any
------------------------------
Series 1996-E1 Distribution Date, one-twelfth of the product of the Series
Servicing Fee Percentage and the Series 1996-E1 Weighted Average Adjusted
Invested Amount as of the last day of the Monthly Period preceding such Series
1996-E1 Distribution Date; provided, however, that with respect to the initial
-------- -------
Monthly Period the Investor Monthly Servicing Fee shall be $616,438.
"Investor Percentage" shall mean for any Monthly Period, (a) with
-------------------
respect to Defaulted Receivables and Finance Charge Receivables at any time and
Principal Receivables during the Revolving Period, the Floating Allocation
Percentage and (b) with respect to Principal Receivables during the Amortization
Period, the Fixed/Floating Allocation Percentage.
9
<PAGE>
"LIBOR" shall mean, for any Interest Period, the London interbank
-----
offered rate for one-month Dollar deposits determined by the Trustee for each
Interest Period in accordance with the provisions of Section 4.12 of the
Agreement.
"LIBOR Determination Date" shall mean April 30, 1996 for the period
------------------------
from and including May 2, 1996 through and including June 16, 1996, and the
second Business Day prior to the commencement of the second and each subsequent
Interest Period.
"Minimum Transferor Interest" shall mean, with respect to any period,
---------------------------
7% of the Average Principal Receivables for such period.
"Monthly Certificateholders' Statement" shall have the meaning
-------------------------------------
specified in subsection 5.02(a) of the Agreement.
"Monthly Interest" shall mean the monthly interest distributable in
----------------
respect of the Series 1996-E1 Certificates as calculated in accordance with
Section 4.06 of the Agreement.
"Monthly Period" shall have the meaning specified in the Agreement,
--------------
except that the first Monthly Period with respect to the Series 1996-E1
Certificates shall begin on and include the Closing Date and shall end on and
include May 31, 1996.
"Monthly Principal" shall mean the monthly principal distributable in
-----------------
respect of the Series 1996-E1 Certificates as calculated in accordance with
Section 4.07 of the Agreement.
"Pay Out Commencement Date" shall mean the earliest to occur of (i)
-------------------------
the date on which a Trust Pay Out Event is deemed to occur pursuant to Section
9.01 of the Agreement, (ii) the date on which a Series 1996-E1 Pay Out Event is
deemed to occur pursuant to Section 9 of this Series Supplement, and (iii) the
Series 1996-E1 Scheduled Payment Date if the Series 1996-E1 Invested Amount is
not paid in full on such date.
"Paying Agent" shall mean The Bank of New York.
------------
10
<PAGE>
"Percentage Allocation" shall have the meaning specified in Section
---------------------
4.05(c) of the Agreement.
"Percentage Interest" shall have the meaning specified in the
-------------------
Exchangeable Certificate Purchase Agreement.
"Portfolio Adjusted Yield" shall mean, with respect to any Transfer
------------------------
Date, the average of the percentages obtained for each of the three preceding
Monthly Periods by subtracting the Base Rate for such Monthly Period from the
Portfolio Yield for such Monthly Period.
"Portfolio Yield" shall mean for the Series 1996-E1 Certificates, with
---------------
respect to any Monthly Period, the annualized percentage equivalent of a
fraction, the numerator of which is an amount equal to the sum of (a) the amount
of Collections of Finance Charge Receivables allocated to the Series 1996-E1
Certificates for such Monthly Period, and (b) the Principal Funding Investment
Proceeds deposited into the Finance Charge Account on the Transfer Date related
to such Monthly Period, and (c) the amount, if any, withdrawn from the Reserve
Account to be deposited into the Finance Charge Account pursuant to subsections
4.14(b), 4.14(d) and 4.14(e) of the Agreement on the Transfer Date relating to
such Monthly Period (such sum to be calculated on a cash basis after subtracting
an amount equal to the Investor Default Amount for such Monthly Period), and the
denominator of which is the Series 1996-E1 Invested Amount as of the last day of
the preceding Monthly Period.
"Principal Account" shall have the meaning specified in Section
-----------------
4.02(b) of the Agreement.
"Principal Funding Account" shall have the meaning specified in
-------------------------
subsection 4.13(a) of the Agreement.
"Principal Funding Account Balance" shall mean, with respect to any
---------------------------------
date of determination during the Accumulation Period, the principal amount, if
any, on deposit in the Principal Funding Account on such date of determination.
"Principal Funding Investment Proceeds" shall mean, with respect to
-------------------------------------
each Interest Period during the Accumulation Period, the investment earnings on
funds in
11
<PAGE>
the Principal Funding Account (net of investment expenses and losses) for such
Interest Period.
"Principal Funding Investment Shortfall" shall mean, with respect to
--------------------------------------
each Interest Period during the Accumulation Period, the amount, if any, by
which the Principal Funding Investment Proceeds are less than the Covered
Amount.
"Principal Shortfalls" shall mean with respect to any Series 1996-E1
--------------------
Distribution Date the amount, if any, by which during the Accumulation Period
the Controlled Deposit Amount exceeds Monthly Principal for such Series 1996-E1
Distribution Date or during the Rapid Amortization Period, the Series 1996-E1
Invested Amount exceeds the Monthly Principal for such Series 1996-E1
Distribution Date.
"Pro Forma Excess Spread Percentage" shall have the meaning assigned
----------------------------------
to such term in the Exchangeable Certificate Purchase Agreement.
"Rapid Amortization Period" shall mean the period commencing on the
-------------------------
Commencement Date and ending on the earlier to occur of (i) the date of
termination of the Trust pursuant to Section 12.01 of the Agreement or (ii) the
Series 1996-E1 Termination Date.
"Rating Agency Condition" shall mean the notification in writing
-----------------------
by Fitch to the Transferor, the Servicer and the Trustee that any action will
not result in Fitch reducing or withdrawing its then existing rating of the
Series 1996-E1 Certificates or any outstanding CIA Certificates.
"Reference Banks" shall mean Swiss Bank Corporation, New York Branch,
---------------
Union Bank of Switzerland and two other major banks in the London interbank
market selected by the Servicer and identified in an Officer's Certificate
delivered to the Trustee; provided, however, if either Swiss Bank Corporation or
-------- -------
Union Bank of Switzerland is unable to provide quotations of the London
interbank offered rate for any Interest Period, the Servicer shall select a
replacement bank and shall identify such bank in an Officer's Certificate
delivered to the Trustee.
12
<PAGE>
"Required Accumulation Factor Number" shall be equal to a fraction,
-----------------------------------
rounded upwards to the nearest whole number, the numerator of which is one and
the denominator of which is equal to the lowest monthly principal payment rate
on the Accounts, expressed as a decimal, for the 12 months preceding the date of
such calculation.
"Required Reserve Account Amount" shall mean, with respect to any
-------------------------------
Transfer Date on or after the Reserve Account Funding Date, an amount equal to
0.50% of the Series 1996-E1 Invested Amount.
"Reserve Account" shall have the meaning specified in subsection
---------------
4.14(a) of the Agreement.
"Reserve Account Funding Date" shall mean the Transfer Date which
----------------------------
occurs not later than the earliest of (a) the Transfer Date with respect to the
Monthly Period which commences 3 months prior to the commencement of the
Accumulation Period; (b) the first Transfer Date for which the Portfolio
Adjusted Yield is less than 2%, but in such event the Reserve Account Funding
Date shall not be required to occur earlier than the Transfer Date which
commences 12 months prior to the commencement of the Accumulation Period; (c)
the first Transfer Date for which the Portfolio Adjusted Yield is less than 3%,
but in such event the Reserve Account Funding Date shall not be required to
occur earlier than the Transfer Date which commences 6 months prior to the
commencement of the Accumulation Period; or (d) the first Transfer Date for
which the Portfolio Adjusted Yield is less than 3.5%, but in such event the
Reserve Account Funding Date shall not be required to occur earlier than the
Transfer Date which commences 4 months prior to the commencement of the
Accumulation Period.
"Reserve Account Surplus" shall mean, as of any Transfer Date
-----------------------
following the Reserve Account Funding Date, the amount, if any, by which the
amount on deposit in the Reserve Account exceeds the Required Reserve Account
Amount.
"Reserve Draw Amount" shall have the meaning specified in subsection
-------------------
4.14(c) of the Agreement.
"Reversion Date" shall mean the first Determination Date following
--------------
each Daily Deposit Date on which
13
<PAGE>
(a) the Excess Spread Percentage for the three Monthly Periods preceding such
Determination Date (but following such Daily Deposit Date) is equal to or
exceeds 2.50% per annum and (b) the amount on deposit in the Spread Account
equals or exceeds the Spread Account Cap for such Determination Date.
"Revolving Period" shall mean the period from and including the
----------------
Closing Date to, but not including, the earlier of (a) the day the Accumulation
Period commences and (b) the Pay Out Commencement Date.
"Scheduled Series 1996-E1 Termination Date" shall mean the November
-----------------------------------------
2000Series 1996-E1 Distribution Date.
"Senior Certificates" shall have the meaning assigned to such term
-------------------
in the Exchangeable Certificate Purchase Agreement.
"Senior Certificate Rate" shall have the meaning assigned to such
-----------------------
term in the Exchangeable Certificate Purchase Agreement.
"Senior Classes" shall have the meaning assigned to such term in the
--------------
Exchangeable Certificate Purchase Agreement.
"Series 1996-E1" shall mean the Series of the First USA Credit Card
--------------
Master Trust represented by the Series 1996-E1 Certificates.
"Series 1996-E1 Adjusted Invested Amount" shall mean, with respect
---------------------------------------
to any date of determination, an amount equal to the Series 1996-E1 Invested
Amount minus the Principal Funding Account Balance on such date of
-----
determination.
"Series 1996-E1 Available Funds" shall mean, with respect to any
------------------------------
Monthly Period, an amount equal to the sum of (a) the Floating Allocation
Percentage of the Collections of Finance Charge Receivables deposited in the
Finance Charge Account in respect of such Monthly Period, (b) during the
Accumulation Period prior to the payment in full of the Series 1996-E1 Invested
Amount, the Principal Funding Investment Proceeds pursuant to subsection 4.13(b)
of the Agreement, if any, with respect
14
<PAGE>
to the related Transfer Date and (c) amounts, if any, to be withdrawn from the
Reserve Account which will be deposited into the Finance Charge Account on the
related Transfer Date pursuant to subsections 4.14(b), 4.14(d) and 4.14(e) of
the Agreement.
"Series 1996-E1 Certificate Rate" shall mean 5.7375% from and
-------------------------------
including May 2, 1996 through and including June 16, 1996, and with respect to
each Interest Period thereafter through October 14, 1996, a per annum rate of
.30% in excess of LIBOR as determined on the related LIBOR Determination Date,
and with respect to each Interest Period thereafter, a per annum rate of .35% in
excess of LIBOR as determined on the related LIBOR Determination Date.
"Series 1996-E1 Certificateholder" shall mean the holder of record
--------------------------------
of any Series 1996-E1 Certificate.
"Series 1996-E1 Certificateholders' Interest" shall have the meaning
-------------------------------------------
specified in Section 4.04 of the Agreement.
"Series 1996-E1 Certificates" shall mean, collectively, any of the
---------------------------
certificates executed by the Transferor and authenticated by or on behalf of
the Trustee, substantially in the form of Exhibit A hereto.
---------
"Series 1996-E1 Distribution Date" shall mean June 17, 1996, and the
--------------------------------
15th day of each calendar month thereafter, or if such 15th day is not a
Business Day, the next succeeding Business Day.
"Series 1996-E1 Excess Available Funds" shall have the meaning
-------------------------------------
specified in Section 4.09(a)(vii) of the Agreement.
"Series 1996-E1 Initial Invested Amount" shall mean the aggregate
--------------------------------------
initial principal amount of the Series 1996-E1 Certificates, which is
$500,000,000.
"Series 1996-E1 Invested Amount" shall mean, when used with respect
------------------------------
to any date of determination, an amount equal to (a) the Series 1996-E1 Initial
Invested Amount, minus (b) the initial aggregate principal amount of all Sharing
-----
Series Collateral Invested Amounts issued through Sharing Series Exchanges prior
to such date,
15
<PAGE>
minus (c) the aggregate amount of principal payments made to Series 1996-E1
- -----
Certificateholders prior to such date and minus (d) the excess, if any, of the
-----
aggregate amount of Investor Charge-Offs over Investor Charge-Offs reimbursed
pursuant to subsection 4.11 of the Agreement prior to such day.
"Series 1996-E1 Outstanding Principal Balance" shall mean, when
--------------------------------------------
used with respect to any date of determination, an amount equal to (a) the
Series 1996-E1 Initial Invested Amount, minus (b) the initial aggregate
-----
principal amount of all Sharing Series Collateral Invested Amounts issued
through Sharing Series Exchanges prior to such dates minus (c) the aggregate
-----
amount of principal payments made to the Series 1996-E1 Certificateholders prior
to such day.
"Series 1996-E1 Pay Out Event" shall have the meaning specified in
----------------------------
Section 9 of this Series Supplement.
"Series 1996-E1 Pool Factor" shall mean, with respect to any Record
--------------------------
Date, a number carried out to seven decimal places representing the ratio of the
Series 1996-E1 Invested Amount as of such Record Date (determined after taking
into account any increases or decreases in the Series 1996-E1 Invested Amount
which will occur on the following Series 1996-E1 Distribution Date) to the
Series 1996-E1 Initial Invested Amount.
"Series 1996-E1 Required Amount" shall have the meaning specified in
------------------------------
Section 4.08 of the Agreement.
"Series 1996-E1 Scheduled Payment Date" shall mean the March 1998
-------------------------------------
Series 1996-E1 Distribution Date.
"Series 1996-E1 Termination Date" shall mean the earlier to occur of
-------------------------------
(i) the day after the Series 1996-E1 Distribution Date on which the Series 1996-
E1 Invested Amount is paid in full, or (ii) the Scheduled Series 1996-E1
Termination Date.
"Series 1996-E1 Weighted Average Invested Amount" shall mean, for any
-----------------------------------------------
Monthly Period, the Series 1996-E1 Adjusted Invested Amount at the end of each
day during such period divided by the number of days in such Monthly Period.
-------
16
<PAGE>
"Series Servicing Fee Percentage" shall mean 1.50% for so long as
-------------------------------
First USA Bank is the Servicer or 2.00% if First USA Bank is no longer the
Servicer.
"Sharing Series" shall have the meaning assigned to such term in the
--------------
Exchangeable Certificate Purchase Agreement.
"Sharing Series Collateral Invested Amount" shall have the meaning
-----------------------------------------
assigned to such term in the Exchangeable Certificate Purchase Agreement.
"Sharing Series Distribution Date" shall have the meaning assigned
--------------------------------
to such term in the Exchangeable Certificate Purchase Agreement.
"Sharing Series Exchange" shall have the meaning specified in
-----------------------
Section 8 of this Series Supplement.
"Sharing Series Exchange Date" shall mean the closing date for a
----------------------------
Sharing Series Exchange.
"Sharing Series Exchange Notice Date" shall mean a date not less
-----------------------------------
than three Business Days prior to a proposed Sharing Series Exchange on which
notice thereof shall be provided by the Transferor to the Administrative Agent,
the Trustee and the Servicer.
"Sharing Series Exchange Period" shall mean the period from the
------------------------------
Closing Date through November 30, 1997; provided, however, that the Sharing
-------- -------
Series Exchange Period may be extended with the consent of 100% of the Group E1
Investors.
"Sharing Series Supplement" shall have the meaning assigned to such
-------------------------
term in the Exchangeable Certificate Purchase Agreement.
"Spread Account" shall have the meaning assigned to such term in the
--------------
Exchangeable Certificate Purchase Agreement.
"Spread Account Cap" shall have the meaning assigned to such term in
------------------
the Exchangeable Certificate Purchase Agreement.
17
<PAGE>
SECTION 3. Reassignment and Transfer Terms. Subject to compliance
-------------------------------
with subsection 5(h) of the Exchangeable Certificate Purchase Agreement, the
Series 1996-E1 Certificates shall be subject to retransfer to the Transferor at
its option, in accordance with the terms specified in subsection 12.02(a) of the
Agreement, on any Series 1996-E1 Distribution Date on or after the Series 1996-
E1 Distribution Date on which the Series 1996-E1 Invested Amount is reduced to
an amount less than or equal to 5% of the Series 1996-E1 Initial Invested
Amount. The deposit required in connection with any such repurchase shall be
equal to the Series 1996-E1 Invested Amount plus accrued and unpaid interest
on the Series 1996-E1 Certificates through the Business Day preceding the
Series 1996-E1 Distribution Date on which the repurchase occurs. The Series
1996-E1 Certificates shall also be subject to Sharing Series Exchange at the
option of the Transferor in accordance with the terms specified in Section 8 of
this Series Supplement.
SECTION 4. Delivery and Payment for the Series 1996-E1 Certificates.
--------------------------------------------------------
The Transferor shall execute and deliver the Series 1996-E1 Certificates to the
Trustee for authentication in accordance with Section 6.01 of the Agreement.
The Trustee shall deliver the Series 1996-E1 Certificates when authenticated in
accordance with Section 6.02 of the Agreement.
SECTION 5. Form of Delivery of Series 1996-E1 Certificates. The
-----------------------------------------------
Series 1996-E1 Certificates shall be delivered as Registered Certificates as
provided in Section 6.01 of the Agreement.
SECTION 6. Article IV of Agreement. (A) Sections 4.01, 4.02 and 4.03
-----------------------
of the Agreement shall be read in their entirety as provided in the Agreement
except for the subsections 4.02(b) and (c) of the Agreement which shall, for
purposes of this Series Supplement, read in their entirety as follows:
"(b) The Finance Charge and Principal Accounts. The Trustee, for the
-----------------------------------------
benefit of the Series 1996-E1 Certificateholders, shall establish and
maintain in the name of the Trust with a Qualified Institution (other than
the Transferor), which shall initially be the Paying Agent, two segregated
trust accounts (the "Finance Charge
--------------
18
<PAGE>
Account" and the "Principal Account," respectively), bearing a designation
------- -----------------
clearly indicating that the funds therein are held for the benefit of the
Series 1996-E1 Certificateholders. The Trustee shall possess all right,
title and interest in all funds on deposit from time to time in the Finance
Charge Account and the Principal Account and in all proceeds thereof. The
Finance Charge Account and the Principal Account shall be under the sole
dominion and control of the Trustee for the benefit of the Series 1996-E1
Certificateholders. Pursuant to the authority granted to it hereunder,
the Servicer shall have the revocable power to instruct the Trustee to
withdraw funds from the Finance Charge Account and the Principal Account
for the purpose of carrying out the Servicer's or the Trustee's duties
hereunder. The Trustee at all times shall maintain copies of all written
reports and instructions that it receives reflecting each transaction in
the Principal Account and the Finance Charge Account and that funds held
therein shall at all times be held in trust for the benefit of the Series
1996-E1 Certificateholders.
(c) The Distribution Account. The Trustee, for the benefit of the Series
------------------------
1996-E1 Certificateholders, shall cause to be established and maintained
in the name of the Trust, with an office or branch of a Qualified
Institution (other than the Transferor), which shall initially be the
Paying Agent, a non-interest bearing segregated account (the "Distribution
------------
Account") bearing a designation clearly indicating that the funds
-------
deposited therein are held in trust for the benefit of the Series 1996-E1
Certificateholders. The Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the Distribution
Account and in all proceeds thereof. The Distribution Account shall be
under the sole dominion and control of the Trustee for the benefit of the
Series 1996-E1 Certificateholders."
19
<PAGE>
(B) Article IV of the Agreement (except for Sections 4.01, 4.02 and 4.03
thereof) shall read in its entirety as follows and shall be applicable only to
the Series 1996-E1 Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.04 Rights of Series 1996-E1 Certificateholders. The
--------------------------------------------
Series 1996-E1 Certificates shall represent undivided interests in the Trust,
consisting of the right to receive, to the extent necessary to make the required
payments with respect to such Series 1996-E1 Certificates at the times and in
the amounts specified in this Agreement and the Exchangeable Certificate
Purchase Agreement, (a) the applicable Investor Percentage of Collections
received with respect to the Receivables and (b) funds on deposit in the
Collection Account, the Finance Charge Account, the Principal Account, the
Principal Funding Account, the Spread Account, the Reserve Account and the
Distribution Account (for such Series, the "Series 1996-E1 Certificateholders'
---------------------------------
Interest"). The Exchangeable Transferor Certificate shall not represent any
- --------
interest in the Collection Account, the Finance Charge Account, the Principal
Account, the Principal Funding Account, the Spread Account, the Reserve Account
or the Distribution Account, except as specifically provided in this Article IV.
Section 4.05 Collections and Allocation.
--------------------------
(a) Collections. The Servicer will apply or will instruct the
-----------
Trustee to apply all funds on deposit in the Collection Account, the Finance
Charge Account, the Principal Account, the Principal Funding Account, the
Reserve Account or the Distribution Account allocable to the Series 1996-E1
Certificates as described in this Article IV.
(b) Daily Allocations During the Revolving Period. During the
----------------------------------------------
Revolving Period, the Servicer shall, prior to the close of business on each
Date of Processing, allocate the following amounts as set forth below:
20
<PAGE>
(i) Allocate to the Series 1996-E1 Certificateholders the Floating
Allocation Percentage of Collections of Finance Charge Receivables and
deposit and retain in the Finance Charge Account (A) prior to the
Calculation Date in each Monthly Period an amount equal to the product of
(x) the Floating Allocation Percentage and (y) the aggregate amount of
Collections of Finance Charge Receivables on such Date of Processing, or
(B) on and after each such Calculation Date to and including the last day
of such Monthly Period, the lesser of (x) the product of (1) the Floating
Allocation Percentage and (2) the aggregate amount of Collections of
Finance Charge Receivables on such Date of Processing and (y) the excess of
(1) the sum of the Monthly Interest, the Interest Shortfall and the
Default Interest for the Series 1996-E1 Distribution Date following the
then current Monthly Period (plus, if the Transferor is not the Servicer,
----
the Investor Monthly Servicing Fee) over (2) the amounts previously
deposited in the Finance Charge Account with respect to the current
Monthly Period pursuant to this subsection 4.05(b)(i) of the Agreement. On
each Date of Processing on and after each Calculation Date, Collections of
Finance Charge Receivables allocated to the Series 1996-E1 Certificates in
excess of the amount required to be deposited and retained in the Finance
Charge Account as provided above shall be held by the Servicer and applied
in accordance with subsection 4.05(f) of the Agreement. Notwithstanding
the foregoing, on each Date of Processing from and including each Daily
Deposit Date to but excluding the immediately succeeding Reversion Date,
the Servicer shall be required to allocate to the Series 1996-E1
Certificateholders the Floating Allocation Percentage of Collections of
Finance Charge Receivables and deposit and retain in the Finance Charge
Account an amount equal to the product of (i) the Floating Allocation
Percentage and (ii) the aggregate amount of Collections of Finance Charge
Receivables on such Date of Processing.
(ii) Allocate to the Series 1996-E1 Certificateholders an
amount equal to the product of (A) the Floating Allocation Percentage on
such Date of Processing and (B) the aggregate amount of Collections of
Principal Receivables on such Date of
21
<PAGE>
Processing and pay such amount to the Transferor subject to the obligation
of the Transferor to make an amount equal to the Excess Principal
Collections for such Monthly Period available on the related Transfer Date
in accordance with subsection 4.05(f) of the Agreement; provided, however,
-------- -------
that the amount to be paid to the Transferor pursuant to this Section
4.05(b)(ii) of the Agreement on any Date of Processing shall be paid only
if the Transferor Interest on such Date of Processing is greater than zero
(after giving effect to all Principal Receivables transferred to the Trust
on such Date of Processing and after giving effect to Collections of
Principal Receivables on such Date of Processing) and otherwise shall be
deposited in the Collection Account and applied in accordance with
subsection 4.03(f) of the Agreement.
(c) Daily Allocations During the Accumulation Period. During the
-------------------------------------------------
Accumulation Period, the Servicer shall, prior to the close of business on each
Date of Processing, allocate the following amounts as set forth below:
(i) Allocate to the Series 1996-E1 Certificateholders and
deposit and retain in the Finance Charge Account an amount equal to the
product of (A) the Floating Allocation Percentage on such Date of
Processing and (B) the aggregate amount of Collections of Finance Charge
Receivables on such Date of Processing.
(ii) Allocate to the Series 1996-E1 Certificateholders and
retain in the Principal Account an amount equal to the product of (x) the
Fixed/Floating Allocation Percentage on such Date of Processing and (y) the
aggregate amount of Collections of Principal Receivables on such Date of
Processing (for any such date, a "Percentage Allocation"); provided,
---------------------- --------
however, that if the sum of such Percentage Allocations with respect to the
-------
same Monthly Period exceeds the Controlled Deposit Amount for the related
Series 1996-E1 Distribution Date, then such excess shall be paid to the
Holder of the Exchangeable Transferor Certificate (subject to the
obligation of the Transferor to make an amount equal to the Excess
Principal Collections for such Monthly
22
<PAGE>
Period available on the related Transfer Date in accordance with subsection
4.05(f)) of the Agreement if the Transferor Interest on such Date of
Processing is greater than zero (after giving effect to all Principal
Receivables transferred to the Trust on such day) and otherwise shall be
deposited in the Collection Account and applied in accordance with Section
4.03(f) of the Agreement.
(d) Daily Allocations During the Rapid Amortization Period. During
------------------------------------------------------
the Rapid Amortization Period, the Servicer shall, prior to the close of
business on each Date of Processing, allocate the following amounts as set
forth below:
(i) Allocate to the Series 1996-E1 Certificateholders and
deposit and retain in the Finance Charge Account an amount equal to the
product of (A) the Floating Allocation Percentage on such Date of
Processing and (B) the aggregate amount of Collections of Finance Charge
Receivables on such Date of Processing.
(ii) Allocate to the Series 1996-E1 Certificateholders and
deposit and retain in the Principal Account an amount equal to the product
of (A) the Fixed/Floating Allocation Percentage on such Date of Processing
and (B) the aggregate amount of Collections of Principal Receivables on
such Date of Processing; provided, however, that after the date on which an
-------- -------
amount of such Collections equal to the Series 1996-E1 Invested Amount has
been deposited into the Collection Account and allocated to the Series
1996-E1 Certificateholders, the amount determined in accordance with this
subparagraph (ii) shall be paid to the Holder of the Exchangeable
Transferor Certificate only if the Transferor Interest on such Date of
Processing is greater than zero (after giving effect to all Principal
Receivables transferred to the Trust on such day) and otherwise shall be
deposited in the Collection Account and applied in accordance with Section
4.03(f) of the Agreement.
(e) Daily Deposits. Notwithstanding the foregoing, the Servicer need
--------------
not make daily deposits of Collections into the Collection Account at any time
when
23
<PAGE>
the requirements of the third paragraph of subsection 4.03(a) of the Agreement
are satisfied.
(f) Monthly Allocations During the Revolving Period and Accumulation
-----------------------------------------------------------------
Period. To the extent not previously allocated pursuant to subsection 4.05(b)
- ------
during the Revolving Period, the Servicer shall, on each Transfer Date, allocate
to the Series 1996-E1 Certificateholders and deposit in the Finance Charge
Account an amount equal to (i) the lesser of (A) the product of (x) the Floating
Allocation Percentage with respect to the preceding Monthly Period and (y) the
aggregate amount of Collections of Finance Charge Receivables for the related
Monthly Period, and (B) the aggregate of the amounts to be applied from amounts
on deposit in the Finance Charge Account on such Transfer Date pursuant to
subsections 4.09(a)(i) through (vi) of the Agreement and, to the extent
necessary, any amounts to be applied in accordance with the Exchangeable
Certificate Purchase Agreement. Any such amounts, to the extent they would be
paid to First USA Bank, as Transferor or Servicer, need not be so deposited but
shall be deemed to have been so deposited and, as and when specified in the
subsections identified above, be deemed to have been paid to First USA Bank
pursuant to such subsections. During the Revolving Period and the Accumulation
Period, the Transferor shall, on each Transfer Date, deposit in the Principal
Account an amount equal to the Excess Principal Collections to be applied for
the benefit of other Series from amounts that were originally allocated to
Series 1996-E1, not to exceed (x) during the Revolving Period, the Floating
Allocation Percentage of Collections of Principal Receivables for the related
Monthly Period or (y) during the Accumulation Period, the Fixed/Floating
Allocation Percentage of Collections of Principal Receivables for the related
Monthly Period less the amount thereof applied to Monthly Principal on the
related Series 1996-E1 Distribution Date.
(g) Notwithstanding anything in this Section 4.05, if on any date the
aggregate amount of Principal Receivables is less than the sum of the Invested
Amounts for all Series then outstanding, all Collections of Principal
Receivables on such date shall be deposited and applied in accordance with
Section 4.03(f) of the Agreement.
24
<PAGE>
The allocations to be made pursuant to this Section 4.05 of the
Agreement also apply to deposits into the Collection Account that are treated as
Collections, including Credit Adjustments, payment of the reassignment price
pursuant to Section 2.07 of the Agreement, Unallocated Principal Collections
allocated to the Series 1996-E1 Certificates pursuant to Section 4.03(f) of the
Agreement and proceeds from the sale, disposition or liquidation of the
Receivables pursuant to Section 9.02, 10.01, 12.01 or 12.02 of the Agreement and
Section 3 of the Series Supplement for Series 1996-E1. Such deposits to be
treated as Collections will be allocated as Finance Charge Receivables or
Principal Receivables as indicated in the Agreement.
Section 4.06 Determination of Monthly Interest for the Series 1996-E1
--------------------------------------------------------
Certificates. (a) The amount of monthly interest (for the Series 1996-E1
- ------------
Certificates, the "Monthly Interest") distributable from the Distribution
----------------
Account with respect to the Series 1996-E1 Certificates on any Series 1996-E1
Distribution Date shall be an amount equal to the product of (i) the Series
1996-E1 Certificate Rate, (ii) a fraction the numerator of which is the actual
number of days in the related Interest Period and the denominator of which is
360 and (iii) the Series 1996-E1 Outstanding Principal Balance as of the close
of business on the last day of the preceding Monthly Period; provided, however,
-------- -------
that with respect to the first Series 1996-E1 Distribution Date, Monthly
Interest shall be equal to the product of (x) the Series 1996-E1 Certificate
Rate for the period from and including May 2, 1996 to and including June 16,
1996, (y) a fraction the numerator of which is 46 and the denominator of which
is 360 and (z) the Series 1996-E1 Initial Invested Amount; and provided further
-------- -------
with respect to any Series 1996-E1 Distribution Date related to an Interest
Period during which there has been a Sharing Series Exchange, Monthly Interest
shall be equal to the sum of (i) the product of (x) the Series 1996-E1
Certificate Rate, (y) the numerator of which is the number of days from and
including the first day of such Interest Period to but excluding the related
Sharing Series Exchange Date and the denominator of which is 360 and (z) the
Series 1996-E1 Invested Amount as of the close of business on the first day of
such Interest Period and (ii) the product of (x) the Series 1996-E1 Certificate
Rate, (y) a fraction the numerator of which is the number of days from and
including the
25
<PAGE>
related Sharing Series Exchange Date to but including the last day of the
related Interest Period and the denominator of which is 360 and (z) the Series
1996-E1 Invested Amount as of the close of business on the related Sharing
Series Exchange Date (after giving effect to the Sharing Series Exchange).
(b) On each Determination Date, the Servicer shall determine an
amount (the "Interest Shortfall") equal to the excess, if any, of (x) the
------------------
aggregate Monthly Interest for the Interest Period applicable to the preceding
Series 1996-E1 Distribution Date over (y) the amount which was paid to the
----
Series 1996-E1 Certificateholders in respect of interest on such preceding
Series 1996-E1 Distribution Date. If there is an Interest Shortfall with
respect to any Series 1996-E1 Distribution Date, an additional amount ("Default
-------
Interest") shall be payable as provided herein with respect to the Series 1996-
- --------
E1 Certificates on each Series 1996-E1 Distribution Date following such Series
1996-E1 Distribution Date to and including the Series 1996-E1 Distribution Date
on which such Interest Shortfall is paid to Series 1996-E1 Certificateholders
equal to the product of (i) the Series 1996-E1 Certificate Rate plus 2.00% per
----
annum, (ii) a fraction the numerator of which is the actual number of days in
the related Interest Period and the denominator of which is 360 and (iii) such
Interest Shortfall. Notwithstanding anything to the contrary herein, Default
Interest shall be payable or distributed to Series 1996-E1 Certificateholders
only to the extent permitted by applicable law.
Section 4.07 Determination of Monthly Principal. The amount of
-----------------------------------
monthly principal (the "Monthly Principal") distributable from the Principal
-----------------
Account with respect to the Series 1996-E1 Certificates on each Transfer Date
beginning with the Transfer Date in the month following the month in which the
Accumulation Period or, if earlier, the Rapid Amortization Period begins shall
be equal to the least of (i) the Available Investor Principal Collections on
deposit in the Principal Account with respect to such Transfer Date, (ii) for
each Transfer Date with respect to the Accumulation Period prior to the Series
1996-E1 Scheduled Payment Date, the Controlled Deposit Amount for such Transfer
Date and (iii) the Series 1996-E1 Adjusted Invested Amount on such Transfer
26
<PAGE>
Date prior to any deposit into the Principal Funding Account to be made on such
day.
Section 4.08 Coverage of Required Amount for the Series 1996-E1
--------------------------------------------------
Certificates. On each Determination Date, the Servicer shall determine the
- ------------
amount (the "Series 1996-E1 Required Amount"), if any, by which (a) the sum of
-------------------------------
(i) Monthly Interest for the following Series 1996-E1 Distribution Date, (ii)
any Monthly Interest previously due but not paid to the Series 1996-E1
Certificateholders on a prior Series 1996-E1 Distribution Date, (iii) Default
Interest, if any, for the following Series 1996-E1 Distribution Date and any
Default Interest previously due but not paid to the Series 1996-E1
Certificateholders on a prior Series 1996-E1 Distribution Date, (iv) if First
USA Bank is no longer the Servicer, the Investor Monthly Servicing Fee for the
following Series 1996-E1 Distribution Date, (v) the Investor Default Amount, if
any, for the following Series 1996-E1 Distribution Date and (vi) the aggregate
amount of Investor Charge Offs, if any, for the following Series 1996-E1
Distribution Date, exceeds (b) the Series 1996-E1 Available Funds to be applied
with respect thereto.
In the event that the Series 1996-E1 Required Amount for any Series
1996-E1 Distribution Date is greater than zero, the Servicer shall give written
notice to the Trustee of such positive Series 1996-E1 Required Amount on the
immediately preceding Determination Date and pursuant to the terms of the
Exchangeable Certificate Purchase Agreement, Group E1 Excess Available Funds
shall be applied to the extent available and in the order of priority specified
in subsection 4.09(a) of the Agreement to cover such Series 1996-E1 Required
Amount. If, following the application of such amounts there is any remaining
Series 1996-E1 Required Amount, funds in the Spread Account shall be applied to
the extent available and in the order of priority specified in subsection
4.09(a) of the Agreement to cover the remaining Series 1996-E1 Required Amount.
Any such Group E1 Excess Available Funds or funds from the Spread Account
applied with respect to the Series 1996-E1 Required Amount will be treated for
all purposes under this Agreement as if they were Series 1996-E1 Available Funds
applied pursuant to subsections 4.09(a)(i) through (iv), as applicable.
27
<PAGE>
Section 4.09 Monthly Payments. On each Transfer Date, the Trustee,
----------------
acting in accordance with written instructions from the Servicer substantially
in the form of Exhibit B hereto, shall make the withdrawals, deposits and
---------
payments specified in subsections (a) through (g) of this Section 4.09.
(a) On the Transfer Date preceding each Series 1996-E1
Distribution Date, an amount equal to the Series 1996-E1 Available Funds
deposited or deemed to have been deposited into the Finance Charge Account for
the related Monthly Period will be distributed in the following priority:
(i) an amount equal to Monthly Interest for the following
Series 1996-E1 Distribution Date, plus the amount of any Monthly Interest
----
previously due but not paid to Series 1996-E1 Certificateholders on a
prior Series 1996-E1 Distribution Date, plus the amount of any Default
----
Interest for the following Series 1996-E1 Distribution Date, shall be
deposited by the Servicer or the Trustee into the Distribution Account on
such Series 1996-E1 Distribution Date;
(ii) if First USA Bank is no longer the Servicer, an amount
equal to the Investor Monthly Servicing Fee for the related Monthly Period
shall be distributed to the Servicer on the following Series 1996-E1
Distribution Date;
(iii) an amount equal to the aggregate Investor Default Amount,
if any, for such Series 1996-E1 Distribution Date shall be (A) distributed
to the Holder of the Exchangeable Transferor Certificate on Series 1996-E1
Distribution Dates with respect to the Revolving Period (but not exceeding
the Transferor Interest (determined as of such Series 1996-E1 Distribution
Date after giving effect to any Principal Receivables transferred to the
Trust during the Monthly Period relating to such Series 1996-E1
Distribution Date, any such amount in excess of the Transferor Interest to
be treated as Unallocated Principal Collections)) and (B) deposited in the
Principal Account and treated as a portion of Available Investor Principal
Collections for
28
<PAGE>
Series 1996-E1 Distribution Dates with respect to the Amortization Period;
(iv) an amount equal to the aggregate amount of Investor Charge-
Offs, which have not been previously reimbursed shall be (A) distributed to
the Holder of the Exchangeable Transferor Certificate on Series 1996-E1
Distribution Dates with respect to the Revolving Period (but not exceeding
the Transferor Interest (determined as of such Series 1996-E1 Distribution
Date after giving effect to any Principal Receivables transferred to the
Trust during the Monthly Period relating to such Series 1996-E1
Distribution Date, any such amount in excess of the Transferor Interest to
be treated as Unallocated Principal Collections) and (B) deposited in the
Principal Account and treated as a portion of Available Investor Principal
Collections for Series 1996-E1 Distribution Dates with respect to the
Amortization Period;
(v) if First USA Bank is the Servicer, an amount equal to the
Investor Monthly Servicing Fee for the related Monthly Period shall be
distributed to the Servicer on the following Series 1996-E1 Distribution
Date;
(vi) on each Transfer Date from and after the Reserve Account
Funding Date, but prior to the date on which the Reserve Account terminates
as described in subsection 4.14(f) of the Agreement, an amount up to the
excess, if any, of the Required Reserve Account Amount over the Available
Reserve Account Amount shall be deposited into the Reserve Account; and
(vii) the balance, if any, shall constitute "Series 1996-E1
--------------
Excess Available Funds" and shall be allocated and distributed as set forth
----------------------
in the Exchangeable Certificate Purchase Agreement.
Notwithstanding the foregoing, the allocation and distribution specified to be
made on the Transfer Date pursuant to subsection 4.09(a)(vii) above shall be
made in accordance with the written instructions of the Servicer in the form of
Exhibit B hereto on the earliest Transfer Date for this Series 1996-E1 and each
Sharing Series.
29
<PAGE>
(b) On each Transfer Date during the Revolving Period, the
Trustee shall distribute an amount equal to the Available Investor Principal
Collections deposited or deemed to have been deposited into the Principal
Account for the related Monthly Period in the following priority:
(i) an amount equal to the lesser of (A) the product of (1) a
fraction, the numerator of which is equal to the Available Investor
Principal Collections and the denominator of which is equal to the sum of
the Collections of Principal Receivables available for sharing as specified
in the related Series Supplement for each Series and (2) the Principal
Shortfall applicable to such other Series and (B) the Available Investor
Principal Collections, shall be treated as Excess Principal Collections and
be deposited in the applicable principal accounts for such other Series
with Principal Shortfalls; and
(ii) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections for such Transfer Date over (B) the
applications specified in subsection 4.09(b)(i) above shall be paid to the
Holder of the Exchangeable Transferor Certificate; provided, however, that
-------- -------
the amount to be paid to the Holder of the Exchangeable Transferor
Certificate pursuant to this subsection 4.09(b)(ii) with respect to such
Transfer Date shall be paid to the Holder of the Exchangeable Transferor
Certificate only if the Transferor Interest on the related Date of
Processing is greater than zero (after giving effect to the inclusion in
the Trust of all Receivables created on or prior to such Transfer Date and
after giving effect to Collections of Principal Receivables on such
Transfer Date) and otherwise shall be considered as Unallocated Principal
Collections and deposited into the Principal Account in accordance with
subsection 4.03(f).
(c) On each Transfer Date, during the Accumulation Period or
the Rapid Amortization Period, the Trustee shall distribute an amount equal to
the Available Investor Principal Collections deposited or deemed to have been
deposited into the Principal Account for the related Monthly Period in the
following priority:
30
<PAGE>
(i) an amount equal to the Monthly Principal for such Transfer
Date plus, to the extent of any applicable Principal Shortfall for the
----
related Series 1996-E1 Distribution Date, Excess Principal Collections from
other Series, to the extent available, shall be (A) during the
Accumulation Period, deposited into the Principal Funding Account, and (B)
during the Rapid Amortization Period, deposited into the Distribution
Account;
(ii) an amount equal to the lesser of (A) the product of (1) a
fraction, the numerator of which is equal to the Available Investor
Principal Collections remaining after the application specified in
subsections 4.09(c)(i) above and the denominator of which is equal to the
sum of the Available Investor Principal Collections available for sharing
as specified in the related Series Supplement for each other Series and (2)
the Principal Shortfalls for all Series and (B) the remaining Available
Investor Principal Collections, shall remain in the Principal Account to
be treated as Excess Principal Collections and applied to other Series; and
(iii) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections over (B) the applications specified in
subsec tion 4.09(c)(i) and (ii) above shall be paid to the Holder of the
Exchangeable Transferor Certificate; provided, however, that the amount to
-------- -------
be paid to the Holder of the Exchangeable Transferor Certificate pursuant
to this subsection 4.09(c)(iii) with respect to such Transfer Date shall
be paid to the Holder of the Exchangeable Transferor Certificate only if
the Transferor Interest on the related Date of Processing is greater than
zero (after giving effect to the inclusion in the Trust of all Receivables
created on or prior to such Transfer Date and the application of payments
referred to in subsection 4.03(b) of the Agreement) and otherwise shall be
considered as Unallocated Principal Collections and deposited into the
Principal Account in accordance with subsection 4.03(f) of the Agreement;
provided, further, that in no event shall the amount payable to the Holder
-------- -------
of the Exchangeable Transferor Certificate pursuant to this subsection
4.09(c)(iii)
31
<PAGE>
be greater than the Transferor Interest on such Transfer Date.
(d) On the earlier to occur of the first Transfer Date with
respect to the Rapid Amortization Period or the Transfer Date immediately
preceding the Series 1996-E1 Scheduled Payment Date, the Trustee shall withdraw
from the Principal Funding Account and deposit in the Distribution Account the
amount on deposit in the Principal Funding Account.
(e) On the earlier to occur of the first Series 1996-E1
Distribution Date with respect to the Rapid Amortization Period or the Series
1996-E1 Scheduled Payment Date and on each Series 1996-E1 Distribution Date
thereafter, the Trustee shall pay in accordance with Section 5.01 of the
Agreement from the Distribution Account the amount so deposited into the
Distribution Account pursuant to subsection 4.09(b) of the Agreement on the
related Transfer Date to the Series 1996-E1 Certificateholders in an amount
equal to the lesser of such amount on deposit in the Distribution Account and
the Series 1996-E1 Invested Amount.
(f) The Accumulation Period is scheduled to commence at the
close of business on November 30, 1997; provided, however, that, if the
-------- -------
Accumulation Period Length (determined as described below) is less than 3
months, the date on which the Accumulation Period actually commences may, at
the option of the Servicer, upon written notice to the Trustee, be delayed to
the first Business Day of the month that is the number of months prior to the
Series 1996-E1 Scheduled Payment Date at least equal to the Accumulation Period
Length and, as a result, the number of Monthly Periods in the Accumulation
Period will at least equal the Accumulation Period Length. On the Determination
Date immediately preceding the October 1996 Distribution Date, and each
Determination Date thereafter until the Accumulation Period begins, the
Servicer will determine the "Accumulation Period Length" which will equal the
--------------------------
number of months such that sum of the Accumulation Period Factors for each month
during such period will be equal to or greater than the Required Accumulation
Factor Number; provided, however, that the Accumulation Period Length will not
-------- -------
be less than one month.
32
<PAGE>
Section 4.10 Payment of Certificate Interest. On each Series 1996-E1
-------------------------------
Distribution Date, the Paying Agent shall pay in accordance with Section 5.01 of
the Agreement to the Series 1996-E1 Certificateholders from the Distribution
Account the amount deposited into the Distribution Account pursuant to
subsection 4.09(a)(i) of the Agreement (including amounts allocated to be so
applied in accordance with Section 4.08 of the Agreement) on the related
Transfer Date or such Series 1996-E1 Distribution Date, as applicable.
Section 4.11 Investor Charge-Offs. On each Series 1996-E1
--------------------
Distribution Date, the Servicer shall calculate the Investor Default Amount. If
on any Series 1996-E1 Distribution Date, the Investor Default Amount for such
Series 1996-E1 Distribution Date exceeds the sum of the amount allocated with
respect thereto pursuant to subsection 4.09(a)(iii) of the Agreement (including
amounts allocated to be so applied in accordance with Section 4.08 of the
Agreement) with respect to the Monthly Period immediately preceding such Series
1996-E1 Distribution Date, the Series 1996-E1 Invested Amount will be reduced by
the amount of such excess, but not more than the Investor Default Amount for
such Series 1996-E1 Distribution Date (an "Investor Charge-Off"). If the
-------------------
Series 1996-E1 Invested Amount has been reduced by the amount of any Investor
Charge-Offs, it will be reimbursed on any Series 1996-E1 Distribution Date (but
not by an amount in excess of the aggregate Investor Charge-Offs) by the amount
of Series 1996-E1 Available Funds allocated and available for such purpose
pursuant to subsection 4.09(a)(iv) of the Agreement (including amounts allocated
to be so applied in accordance with Section 4.08 of the Agreement).
Section 4.12 Determination of LIBOR.
----------------------
(a) On each LIBOR Determination Date, the Trustee shall
determine LIBOR on the basis of the rate for deposits in United States dollars
for a period equal to the relevant Interest Period which appears on Telerate
Page 3750 as of 11:00 a.m., London time, on such date. If such rate does not
appear on Telerate Page 3750, the rate for that LIBOR Determination Date shall
be determined on the basis of the rates at which deposits in United States
dollars are offered by the Reference Banks at approximately 11:00 a.m., London
time, on that day to
33
<PAGE>
prime banks in the London interbank market for a period equal to the relevant
Interest Period. The Trustee 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, the rate for that LIBOR Determination Date shall
be the arithmetic mean of the quotations. If fewer than two quotations are
provid ed as requested, the rate for that LIBOR Determination Date will be the
arithmetic mean of the rates quoted by major banks in New York City, selected by
the Servicer and identified in an Officer's Certificate delivered to the Trustee
on such LIBOR Determination Date, at approximately 11:00 a.m., New York City
time, on that day for loans in United States dollars to leading European banks
for a period equal to the relevant Interest Period.
(b) The Series 1996-E1 Certificate Rate applicable to the then
current and the immediately preceding Interest Periods may be obtained by any
Series 1996-E1 Certificateholder by telephoning the Paying Agent at its
corporate trust office at (212) 815-5737.
(c) On each LIBOR Determination Date, the Trustee shall send to
the Servicer and the Administrative Agent by facsimile notification of LIBOR for
the following Interest Period.
Section 4.13 Principal Funding Account.
-------------------------
(a) The Servicer shall establish and maintain with a Qualified
Institution, which may be the Trustee, in the name of the Trustee, on behalf of
the Trust, for the benefit of the Series 1996-E1 Certificateholders, a
segregated trust account with the corporate trust department of such Qualified
Institution (the "Principal Funding Account"), bearing a designation clearly
-------------------------
indicating that the funds deposited therein are held for the benefit of the
Series 1996-E1 Certificateholders. The Trustee shall possess all right, title
and interest in all funds on deposit from time to time in the Principal Funding
Account and in all proceeds thereof. The Principal Funding Account shall be
under the sole dominion and control of the Trustee for the benefit of the Series
1996-E1 Certificateholders. If any time the institution holding the Principal
Funding Account ceases to be a Qualified Institution the Transferor shall notify
the Trustee, and the Trustee upon being notified (or the
34
<PAGE>
Servicer on its behalf) shall, within ten (10) Business Days, establish a new
Principal Funding Account meeting the conditions specified above with a
Qualified Institution, and shall transfer any cash or any investments to such
new Principal Funding Account. The Trustee, at the written direction of the
Servicer, shall (i) make withdrawals from the Principal Funding Account from
time to time, in the amounts and for the purposes set forth in this Supplement,
and (ii) on each Transfer Date (from and after the commencement of the
Accumulation Period) prior to termination of the Principal Funding Account make
a deposit into the Principal Funding Account in the amount specified in, and
otherwise in accordance with, subsection 4.09(c) of the Agreement.
(b) Funds on deposit in the Principal Funding Account shall be
invested at the written direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Principal Funding Account on any Transfer
Date, after giving effect to any withdrawals from the Principal Funding Account
on such Transfer Date, shall be invested in Permitted Investments that will
mature so that such funds will be available for withdrawal on or prior to the
following Transfer Date. The Trustee shall maintain for the benefit of the
Series 1996-E1 Certificateholders possession of the negotiable instruments or
securities, if any, evidencing such Permitted Investments. No Permitted
Investment shall be disposed of prior to its maturity.
On the Transfer Date occurring in the month following the commencement
of the Accumulation Period and on each Transfer Date thereafter with respect to
the Accumulation Period, the Trustee, acting at the Servicer's written direction
given on such Transfer Date, shall (x) transfer from the Principal Funding
Account to the Finance Charge Account the Principal Funding Investment Proceeds
on deposit in the Principal Funding Account, but not in excess of the Covered
Amount, for application as Series 1996-E1 Available Funds pursuant to subsection
4.09(a) of the Agreement and (y) pay any excess Principal Funding Investment
Proceeds to the Transferor. An amount equal to any Principal Funding Investment
Shortfall will be deposited in the Finance Charge Account on each Transfer Date
from the Reserve Account to the extent funds are available pursuant to
subsection 4.14(d) of the Agreement. Principal Funding
35
<PAGE>
Investment Proceeds (including reinvested interest) shall not be considered part
of the amounts on deposit in the Principal Funding Account for purposes of this
Series Supplement.
Section 4.14 Reserve Account.
---------------
(a) The Servicer shall establish and maintain with a Qualified
Institution, which may be the Trustee, in the name of the Trustee, on behalf of
the Trust, for the benefit of the Series 1996-E1 Certificateholders, a
segregated trust account with the corporate trust department of such Qualified
Institution (the "Reserve Account"), bearing a designation clearly indicating
---------------
that the funds deposited therein are held for the benefit of the Series 1996-E1
Certificateholders. The Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Reserve Account and in all
proceeds thereof. The Reserve Account shall be under the sole dominion and
control of the Trustee for the benefit of the Series 1996-E1 Certificateholders.
If at any time the institution holding the Reserve Account ceases to be a
Qualified Institution the Transferor shall notify the Trustee, and the Trustee
upon being notified (or the Servicer on its behalf) shall, within 10 Business
Days, establish a new Reserve Account meeting the conditions specified above
with a Qualified Institution, and shall transfer any cash or any investments to
such new Reserve Account. The Trustee, at the written direction of the Servicer,
shall (i) make withdrawals from the Reserve Account from time to time in an
amount up to the Available Reserve Account Amount at such time, for the purposes
set forth in this Supplement, and (ii) on each Transfer Date (from and after the
Reserve Account Funding Date) prior to termination of the Reserve Account make a
deposit into the Reserve Account in the amount specified in, and otherwise in
accordance with, subsection 4.09(a)(vi) of the Agreement.
(b) Funds on deposit in the Reserve Account shall be invested
at the written direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Reserve Account on any Transfer Date, after
giving effect to any withdrawals from the Reserve Account on such Transfer Date,
shall be invested in such investments that will mature so that such funds will
be available for withdrawal on or prior to the following
36
<PAGE>
Transfer Date. The Trustee shall maintain for the benefit of the Series 1996-
E1 Certificateholders possession of the negotiable instruments or securities, if
any, evidencing such Permitted Investments. No Permitted Investment shall be
disposed of prior to its maturity. On each Transfer Date, all interest and
earnings (net of losses and investment expenses) accrued since the preceding
Transfer Date on funds on deposit in the Reserve Account shall be retained in
the Reserve Account (to the extent that the Available Reserve Account Amount is
less than the Required Reserve Account Amount) and the balance, if any, shall
be deposited into the Finance Charge Account for application as Collections of
Finance Charge Receivables allocable to the Series 1996-E1 Certificates on such
Transfer Date. For purposes of determining the availability of funds or the
balance in the Reserve Account for any reason under this Supplement, except as
otherwise provided in the preceding sentence, investment earnings on such funds
shall be deemed not to be available or on deposit.
(c) On each Transfer Date with respect to the Accumulation
Period prior to the payment in full of the Series 1996-E1 Invested Amount and
the first Transfer Date with respect to the Rapid Amortization Period, the
Servicer shall calculate the "Reserve Draw Amount" which shall be equal to the
-------------------
Principal Funding Investment Shortfall with respect to each Transfer Date with
respect to the Accumulation Period or the first Transfer Date with respect to
the Rapid Amortization Period; provided, however, that such amount will be
-------- -------
reduced to the extent that funds otherwise would be available for deposit in the
Reserve Account under subsection 4.09(a)(vi) of the Agreement with respect to
such Transfer Date.
(d) In the event that for any Transfer Date the Reserve Draw
Amount is greater than zero, the Reserve Draw Amount, up to the Available
Reserve Account Amount, shall be withdrawn from the Reserve Account on such
Transfer Date by the Trustee (acting in accordance with the written instructions
of the Servicer), deposited into the Finance Charge Account and included in
Series 1996-E1 Available Funds for such Transfer Date.
(e) In the event that the Reserve Account Surplus on any
Transfer Date, after giving effect to all deposits to and withdrawals from the
Reserve Account with
37
<PAGE>
respect to such Transfer Date, is greater than zero, the Trustee, acting in
accordance with the written instructions of the Servicer, shall withdraw from
the Reserve Account, deposit into the Finance Charge Account and include in
Series 1996-E1 Available Funds for such Transfer Date, an amount equal to such
Reserve Account Surplus.
(f) Upon the earliest to occur of (i) the termination of the
Trust pursuant to Article XII of the Agreement, (ii) the day on which the Series
1996-E1 Invested Amount is paid in full to the Series 1996-E1
Certificateholders, (iii) if the Accumulation Period has not commenced, the
occurrence of a Pay Out Event with respect to Series 1996-E1 and (iv) if the
Accumulation Period has commenced, the earlier of the first Transfer Date with
respect to the Rapid Amortization Period and the Series 1996-E1 Scheduled
Payment Date, the Trustee, acting in accordance with the written instructions of
the Servicer, after the prior payment of all amounts owing to the Series 1996-E1
Certificateholders that are payable from the Reserve Account as provided herein,
shall withdraw from the Reserve Account and apply as Series 1996-E1 Available
Funds, all amounts, if any, on deposit in the Reserve Account and the Reserve
Account shall be deemed to have terminated for purposes of this Supplement.
SECTION 7. Article V of the Agreement. Article V of the Agreement
--------------------------
shall read in its entirety as follows and shall be applicable only to the Series
1996-E1 Certificates:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO SERIES 1996-E1
CERTIFICATEHOLDERS
Section 5.01 Distributions. On each Series 1996-E1 Distribution
-------------
Date, the Paying Agent shall distribute (in accordance with the certificate
delivered by the Servicer to the Trustee pursuant to subsection 3.04(b) of the
Agreement) to the Administrative Agent on behalf of each Series 1996-E1
Certificateholder of record on the preceding Record Date (other than as provided
in subsection 2.04(e) or in Section 12.03 of the Agreement respecting a final
distribution) such Series 1996-E1
38
<PAGE>
Certificateholder's pro rata share (based on the aggregate Undivided Interests
--- ----
represented by the beneficial interest in the Series 1996-E1 Certificates held
by such Series 1996-E1 Certificateholder) of amounts on deposit in the
Distribution Account as are payable to the Series 1996-E1 Certificateholders
pursuant to subsection 4.09(e) and Section 4.10 of the Agreement by wire
transfer to an account or accounts designated by the Administrative Agent by
written notice given to the Paying Agent not less than five days prior to the
related Series 1996-E1 Distribution Date; provided, however, that the final
-------- -------
payment in retirement of the Series 1996-E1 Certificates will be made only upon
presentation and surrender of the Series 1996-E1 Certificates at the office or
offices specified in the notice of such final distribution delivered by the
Trustee pursuant to Section 12.03 of the Agreement.
Section 5.02 Monthly Certificateholders' Statement.
-------------------------------------
(a) On each Determination Date, the Servicer shall forward to
the Trustee, the Paying Agent, the Administrative Agent and Fitch the Monthly
Certificateholders' Statement substantially in the form of Exhibit C hereto
---------
(each, a "Monthly Certificateholders' Statement"). On or before each Series
-------------------------------------
1996-E1 Distribution Date, the Administrative Agent shall forward to each
Series 1996-E1 Certificateholder the Monthly Certificateholders' Statement
delivered to it on the preceding Determination Date.
(b) Annual Certificateholders' Tax Statement. On or before
----------------------------------------
January 31 of each calendar year, beginning with calendar year 1997, the Trustee
shall distribute to each Person who at any time during the preceding calendar
year was a Series 1996-E1 Certificateholder, a statement prepared by the
Servicer containing the information set forth in the Monthly Certificateholders'
Statements with respect to (i) the total amount distributed, (ii) the amount of
such distribution allocable to interest, and (iii) the amount of such
distribution allocable to principal, aggregated for such calendar year or the
applicable portion thereof during which such Person was a Series 1996-E1
Certificateholder, together with such other customary information (consistent
with the treatment of the Series 1996-E1 Certificates as debt)
39
<PAGE>
as the Trustee or the Servicer deems necessary or desirable to enable the Series
1996-E1 Certificateholders to prepare their tax returns. Such obligations of the
Trustee shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Trustee pursuant to any
requirements of the Code as from time to time in effect.
SECTION 8. Exchanges of Series 1996-E1 Invested Amount for Sharing
-------------------------------------------------------
Series Collateral Invested Amounts.
- ----------------------------------
(a) Subject to the satisfaction of the conditions precedent
specified in subsection 8(c) below, at the option of and upon direction by the
Transferor, the Series 1996-E1 Certificateholders will be required to exchange
from time to time during the Sharing Series Exchange Period a portion of their
respective Series 1996-E1 Invested Amounts for an equal principal amount of a
Sharing Series Collateral Invested Amount (each, a "Sharing Series Exchange").
-----------------------
The Transferor shall give the Administrative Agent, the Trustee and the Servicer
written notice of each Sharing Series Exchange not less than three Business Days
prior to such proposed Sharing Series Exchange. The Administrative Agent, on
behalf of each Series 1996-E1 Certificateholder shall be entitled to receive on
the date of such Sharing Series Exchange a CIA Certificate representing the
Sharing Series Collateral Invested Amount and on the next succeeding Series
1996-E1 Distribution Date, each Series 1996-E1 Certificateholder shall be
entitled to receive interest with respect to the Series 1996-E1 Certificates for
the period from and including the preceding Series 1996-E1 Distribution Date to
but excluding the Sharing Series Exchange Date based on the Series 1996-E1
Invested Amount at the close of business on such preceding Series 1996-E1
Distribution Date and for the period from and including the Sharing Series
Exchange Date to but excluding the following Series 1996-E1 Distribution Date
based on the Series 1996-E1 Invested Amount at the close of business on the
Sharing Series Exchange Date in both cases at the applicable Series 1996-E1
Certificate Rate for such Interest Period and as more fully described in Section
4.06 of the Agreement.
(b) Each Sharing Series Exchange will be made pro rata among
the Series 1996-E1 Certificateholders based upon the Percentage Interest of each
Series 1996-E1
40
<PAGE>
Certificateholder. Concurrently with a Sharing Series Exchange, the Series 1996-
E1 Invested Amount will be reduced by the amount of the related Sharing Series
Collateral Invested Amount. The Administrative Agent, on behalf of the Series
1996-E1 Certificateholders, shall surrender the Series 1996-E1 Certificate to
the Trustee not less than one Business Day prior to the Sharing Series Exchange
Date for cancellation in exchange for (i) a new Series 1996-E1 Certificate
representing the Series 1996-E1 Invested Amount after giving effect to the
reduction in the Series 1996-E1 Invested Amount as a result of a Sharing Series
Exchange and (ii) a CIA Certificate representing the Sharing Series Collateral
Invested Amount of the related Sharing Series. The Administrative Agent shall
receive a receipt for the Series 1996-E1 Certificate when surrendered for
cancellation in accordance with the immediately preceding sentence, which
receipt shall be surrendered on the Exchange Date in exchange for the new
Series 1996-E1 Certificate and the related CIA Certificate referred to in the
immediately preceding sentence. The right of the Transferor to request that the
Series 1996-E1 Certificateholders exchange a portion of their Series 1996-E1
Invested Amount for a Sharing Series Collateral Invested Amount shall terminate
at the close of business on the last day of the Sharing Series Exchange Period.
The Sharing Series Exchange Period may be extended at the request of the
Transferor not less than three Business Days prior to the expiration thereof
with the consent of 100% of the Series 1996-E1 Certificateholders.
Notwithstanding any other provision of this Series Supplement, if the Sharing
Series Exchange Period is extended pursuant to this subsection 8(b), the
Revolving Period will be scheduled to continue until the last day of the Sharing
Series Exchange Period but may in accordance with the provisions of subsection
4.09(f) of the Agreement be continued beyond the extended Sharing Series
Exchange Period.
(c) Each Sharing Series Exchange shall be subject to
satisfaction of the following conditions precedent:
(i) First USA shall have delivered to the Administrative
Agent, on or prior to the Sharing Series Exchange Date, all Monthly
Certificateholders' Statements to be delivered pursuant to Section 5.02 of
the Agreement;
41
<PAGE>
(ii) First USA shall have delivered to the Administrative
Agent on the Sharing Series Exchange Date an officer's certificate in the
form of Exhibit D hereto to the following effect:
---------
(A) on the date of such Sharing Series Exchange the
following statements shall be true:
(I) the representations and warranties of the
Transferor pursuant to Section 2.03 and subsection 2.04(a) of the
Agreement, the Servicer pursuant to Section 3.03 of the Agreement
and First USA pursuant to Section 4.1 of the Exchangeable
Certificate Purchase Agreement (with the exception of subsection
4.1(m) of the Exchangeable Certificate Purchase Agreement) are
true and correct in all material respects on and as of the
Sharing Series Exchange Date as though made on and as of such
date (unless such representations and warranties specifically
refer to an earlier date);
(II) no event has occurred and is continuing, or would
result from such Sharing Series Exchange, that constitutes a
Series 1996-E1 Pay Out Event or a Pay Out Event for any other
Sharing Series, and no event has occurred and is continuing
that, with the lapse of time, the giving of notice, or both,
would constitute a Pay Out Event or a Pay Out Event for any
other Sharing Series; and
(III) First USA shall be the Servicer under the Pooling
and Servicing Agreement;
(B) on the date of, and after giving effect to, such
Sharing Series Exchange, the Transferor Interest shall equal or exceed
the Minimum Transferor Interest;
(C) the request with respect to the Sharing Series
Exchange shall have been
42
<PAGE>
delivered to the Administrative Agent and the Trustee in writing at
least three Business Days prior to the Sharing Series Exchange Date;
(D) after giving effect to the Sharing Series Exchange,
the sum of the Series 1996-E1 Invested Amount and all Sharing Series
Collateral Invested Amounts will not be greater than the Series
1996-E1 Initial Invested Amount;
(E) setting forth the Pro Forma Excess Spread
calculations for the three Monthly Periods preceding the Sharing
Series Exchange Date and, to the extent required with respect to the
Sharing Series related to such Sharing Series Exchange, the upfront
deposit to the Spread Account shall have been made;
(F) the Pro Forma Excess Spread Percentage with respect
to the Sharing Series related to such Sharing Series Exchange shall be
greater than or equal to 2%; and
(G) the Sharing Series related to such Sharing Series
Exchange shall have a weighted average life of not more than five
years and a legal final maturity date not later than the Distribution
Date in the 111th month following the first Series 1996-E1
Distribution Date.
(iii) the Administrative Agent shall have received, on or
prior to the Sharing Series Exchange Date, evidence satisfactory to it that
(I) the rating of the Series 1996-E1 Certificates will be confirmed by
Fitch and (II) the Sharing Series Collateral Invested Amount related to
such Sharing Series Exchange will be rated not lower than "BBB" by Fitch;
(iv) First USA shall have deliv ered or caused to be
delivered to the Administrative Agent, on the Sharing Series Exchange Date,
the favorable written opinion of counsel for First USA, dated the Sharing
Series Exchange Date, (A) to the effect that the Pooling and Servicing
Agreement and
43
<PAGE>
the related Sharing Series Supplement each has been duly executed and
delivered by First USA and constitutes the legal, valid and binding
obligation of First USA enforceable against First USA in accordance with
its terms subject only to standard bankruptcy, insolvency and equity
exceptions, and (B) to the effect that no registration or filing with or
consent or approval of any Delaware or federal governmental authority or
regulatory body having jurisdiction over First USA is required in
connection with the execution, delivery or performance by First USA of the
Pooling and Servicing Agreement or the related Sharing Series Supplement
which has not been obtained;
(v) First USA shall have delivered to the Administrative
Agent on the related Sharing Series Exchange Date, a copy of the
resolutions of the Board of Directors of First USA, certified as of the
Sharing Series Exchange Date by the Secretary or Assistant Secretary
thereof, authorizing the execution, delivery and performance of the Pooling
and Servicing Agreement and the related Sharing Series Supplement;
(vi) First USA shall have delivered or caused to be
delivered to the Administrative Agent evidence satisfactory to the
Administrative Agent that as of the Sharing Series Exchange Date the Senior
Certificates of the related Sharing Series will be rated not lower than
"A-" or its equivalent by two nationally recognized rating agencies;
(vii) First USA shall have delivered or caused to be
delivered to the Administrative Agent, on the date of such Sharing Series
Exchange, a copy, addressed to the Administrative Agent on behalf of the
Group E1 Investors of each of the opinions of counsel required to be
delivered to the Rating Agencies;
(viii) First USA shall have delivered or caused to be
delivered to the Administrative Agent on the date of such Sharing Series
Exchange an executed officer's certificate delivered pursuant to the
underwriting agreement or equivalent document, if any, for the related
Sharing Series with respect
44
<PAGE>
to certain matters relating to the applicable registration statement of
First USA on Form S-3 filed with the Securities and Sharing Series Exchange
Commission under the Securities Act and certain agreements, representations
and warranties of First USA in such document;
(ix) First USA shall have delivered or caused to be
delivered to the Administrative Agent on or prior to the date of such
Sharing Series Exchange, an executed copy of the agreed upon procedures
letter of Ernst & Young LLP, or such other nationally recognized accounting
firm as shall be providing such letters at such time, delivered pursuant to
the underwriting agreement or equivalent document, if any, for the related
Sharing Series, on which the Administrative Agent and each Group E1
Investor shall be entitled to rely;
(x) First USA shall have delivered or caused to be
delivered to the Administrative Agent on the date of such Sharing Series
Exchange, a conformed copy of the Pooling and Servicing Agreement and an
executed copy of the related Sharing Series Supplement;
(xi) First USA shall have delivered or caused to be
delivered to the Administrative Agent on the date of such Sharing Series
Exchange, evidence satisfactory to the Administrative Agent that the
Investor Certificates of the related Sharing Series shall have been duly
issued;
(xii) First USA shall have delivered to the Administrative
Agent on the date of such Sharing Series Exchange an incumbency certificate
or equivalent document with respect to each officer of First USA executing
the Sharing Series Supplement on the Sharing Series Exchange Date;
(xiii) if the related Sharing Series shall include any
interest rate or cross-currency swap in connection with the coupon on such
Sharing Series or any Class of Certificates of such Sharing Series, the
Administrative Agent shall have had the opportunity to review and approve
the terms of the Sharing Series Supplement for such Sharing
45
<PAGE>
Series and the interest rate or cross-currency swap agreement with the swap
counterparty for such Sharing Series; and
(xiv) the following terms and conditions shall be contained
in the Sharing Series Supplement or in other documentation with respect to
the related Sharing Series:
(A) "Pay Out Events" for such Sharing Series which are
equivalent to the Series 1996-E1 Pay Out Events described in Section
9 of this Series Supplement;
(B) definitions of "Daily Deposit Date" and "Reversion
Date" or the equivalent defined terms for such Sharing Series which
are equivalent to the definitions of "Daily Deposit Date" and
"Reversion Date" in this Series Supplement;
(C) a definition of "Base Rate" or the equivalent defined
term for such Sharing Series which is equivalent to the following:
for a Sharing Series, with respect to any Monthly Period, the sum of
the weighted average of the Senior Certificate Rates and the CIA
Certificate Rate for such Sharing Series, in each case as of the last
day of such Monthly Period (weighted based on the Invested Amounts of
the Senior Classes of Certificates of such Sharing Series and the CIA
Invested Amount of such Sharing Series, respectively, in each case as
of the last day of such Monthly Period) plus the product of 2.00% and
the percentage equivalent of a fraction the numerator of which is the
Adjusted Invested Amount for such Sharing Series and the denominator
of which is the Invested Amount for such Sharing Series each as of the
last day of such Monthly Period;
(D) requirements for daily deposits of Collections during
the rapid amortization period or the equivalent period for the
related Sharing Series which are equivalent to the requirements for
daily deposits of Col-
46
<PAGE>
lections during the Rapid Amortization Period described in Section
4.05 of the Agreement;
(E) requirements with respect to a reserve account or an
equivalent account, the funding of such account and the allocations
and distributions of the funds to be deposited therein which are
equivalent to the requirements with respect to the Reserve Account,
the funding of the Reserve Account and the allocations and
distributions of funds deposited in the Reserve Account described in
Section 4.14 of the Agreement, and requirement that the amount
required to be deposited in such account shall for Sharing Series with
a floating rate coupon be not less than 0.50% of the aggregate
Invested Amount of such Sharing Series and for Sharing Series with a
fixed rate coupon be not less than 1.00% of the aggregate Invested
Amount of such Sharing Series;
(F) rights of the Group E1 Investors upon the occurrence
of an Insolvency Event which are equivalent to those described in
Section 10 of this Series Supplement; and
(G) a provision to the effect that the CIA Certificates
will be treated as a Class of Certificates for all purposes under the
Agreement (including, but not limited to, voting), with the exception
of Section 6.09(b) with respect to the delivery of an Opinion of
Counsel to the effect that a newly issued Series of Certificates will
be treated as debt for federal income tax purposes.
Any or all of the foregoing requirements in clauses (i) through (xiv)
of this subsection 8(c) may be waived with the consent of 100% of the Group E1
Investors.
SECTION 9. Series 1996-E1 Pay Out Events. If any one of the
-----------------------------
following events shall occur with respect to the Series 1996-E1 Certificates:
(a) failure on the part of the Transferor (i) to make any
payment or deposit required by the
47
<PAGE>
terms of the Agreement or this Series Supplement, on or before the date
occurring five 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 any other covenants or agreements of the Transferor set forth in the
Agreement or this Series Supplement, which failure has a material adverse effect
on the Series 1996-E1 Certificateholders and which continues unremedied 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 Transferor by
the Trustee, or to the Transferor and the Trustee by the Holders of Series
1996-E1 Certificates evidencing Undivided Interests aggregating not less than
50% of the Series 1996-E1 Invested Amount of this Series 1996-E1, and continues
to affect materially and adversely the interests of the Series 1996-E1
Certificateholders for such period;
(b) any representation or warranty made by the Transferor in
the Agreement or this Series Supplement, or any information contained in a
computer file or microfiche list required to be delivered by the Transferor
pursuant to Section 2.01 or 2.06 of the Agreement, (i) shall prove to have been
incorrect in any material respect when made or when delivered and shall continue
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 Transferor by the Trustee, or to the Transferor and
the Trustee by the Holders of the Series 1996-E1 Certificates evidencing
Undivided Interests aggregating more than 50% of the Series 1996-E1 Invested
Amount of this Series 1996-E1, and (ii) as a result of which the interests of
the Series 1996-E1 Certificateholders are materially and adversely affected and
continue to be materially and adversely affected for such 60-day period;
provided, however, that a Series 1996-E1 Pay Out Event pursuant to this
- -------- -------
subsection 9(b) shall not be deemed to have occurred hereunder if the
Transferor has accepted reassignment of the related Receivable, or all of such
Receivables, if applicable, during such period in accordance with the provisions
of the Agreement;
(c) the average Portfolio Yield for any three consecutive Monthly
Periods is less than the
48
<PAGE>
average Base Rate for such three consecutive Monthly Periods;
(d) the Transferor shall fail to convey Receivables arising
under Additional Accounts to the Trust, as required by subsection 2.06(a) of the
Agreement; or
(e) any Servicer Default shall occur which would have a
material adverse effect on the Series 1996-E1 Certificateholders;
then, in the case of any event described in subparagraph (a), (b) or (e), after
the applicable grace period, if any, set forth in such subparagraphs, either the
Trustee or the Holders of Series 1996-E1 Certificates evidencing Undivided
Interests aggregating more than 50% of the Series 1996-E1 Invested Amount of
this Series 1996-E1 by notice then given in writing to the Transferor and the
Servicer (and to the Trustee if given by the Series 1996-E1 Certificateholders)
may declare that a pay out event (a "Series 1996-E1 Pay Out Event") has occurred
----------------------------
as of the date of such notice, and in the case of any event described in
subparagraphs (c) or (d), a Series 1996-E1 Pay Out Event shall occur without any
notice or other action on the part of the Trustee or the Series 1996-E1
Certificateholders immediately upon the occurrence of such event.
SECTION 10. Rights of Group E1 Investors Upon the Occurrence of
---------------------------------------------------
Certain Events. Upon the occurrence of an Insolvency Event as described in
- --------------
subsection 9.02(a) of the Agreement, if the Group E1 Investors determine to
instruct the Trustee to instruct the Servicer not to liquidate the Receivables
in accordance with subsection 9.02(a), the Group E1 Investors shall be required
to so instruct the Trustee with respect to each Group E1 Series. For purposes
of each Group E1 Series, the fifth sentence of subsection 9.02(a) of the
Agreement shall be amended to read in its entirety as follows:
"If, however, with respect to the portion of the Receivables allocable to
Group E1 Series, the holders of more than 50% of (x) with respect to
Series 1996-E1, the principal amount of the Series 1996-E1 Certificates and
(y) with respect to each Sharing Series, the principal
49
<PAGE>
amount of each Class of Senior Certificates and the CIA Certificates as
well as more than 50% of the holders of interests in the right to receive
interest payments in respect of the CIA Invested Amount, instruct the
Trustee not to sell the portion of the Receivables allocable to each Group
E1 Series, the Trust shall continue with respect to each such Series and
payments will be made to the Certificateholders for the remainder of the
Amortization Period in accordance with the terms of the Agreement and the
applicable Supplements."
The Trustee shall refrain from selling the portion of Receivables allocable to
the Group E1 Series only if the requisite percentage of Certificateholders of
each Class of each Series specified in the preceding sentence affirmatively
instructs the Trustee not to sell the portion of the Receivables allocable to
the Group E1 Series.
SECTION 11. Series 1996-E1 Termination. The right of the Series
--------------------------
1996-E1 Certificateholders to receive payments from the Trust will terminate on
the first Business Day following the Series 1996-E1 Termination Date. The
provisions of this Series 1996-E1 Supplement relating to Sharing Series shall
survive the termination of the right of the Series 1996-E1 Certificateholders to
receive payments from the Trust.
SECTION 12. Periodic Finance Charges and Other Fees. The Transferor
---------------------------------------
hereby agrees that, except as otherwise required by any Requirement of Law, or
as is deemed by the Transferor to be necessary in order for the Transferor to
maintain its credit card business, based upon a good faith assessment by the
Transferor, in its sole discretion, of the nature of the competition in the
credit card business, it shall not at any time reduce the Periodic Finance
Charges assessed on any Receivable or other fees on any Account if, as a result
of such reduction, the Transferor's reasonable expectation of the Portfolio
Yield as of such date would be less than the Base Rate.
SECTION 13. Transfers of Series 1996-E1 Certificates. No Series
----------------------------------------
1996-E1 Certificate or any interest therein, including any participation, may be
sold (in cluding in the initial offering), conveyed, assigned, hy-
50
<PAGE>
pothecated, pledged, participated, or otherwise transferred except in
connection with a Sharing Series Exchange as provided in Section 8 of this
Series Supplement or in accordance with the provisions of Section 8.1 of the
Exchangeable Certificate Purchase Agreement and in compliance with the
restrictions specified in the Series 1996-E1 Certificates.
SECTION 14. Amendment and Ratification of Agreement. As supplemented
---------------------------------------
by this Series Supplement, the Agreement is in all respects ratified and
confirmed and the Agreement as so supplemented by this Series Supplement shall
be read, taken, and construed as one and the same instrument.
SECTION 15. 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 16. 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.
SECTION 17. Additional Representations and Warranties of the
------------------------------------------------
Servicer. First USA Bank, as initial Servicer, hereby makes, and any Successor
Servicer by its appointment under the Agreement shall make the following
representations and warranties:
(a) All Consents. All authorizations, consents, orders or
------------
approvals of or registrations or declarations with any Governmental Authority
required to be obtained, effected or given by the Servicer in connection with
the execution and delivery of this Supplement by the Servicer and the
performance of the transactions contemplated by this Supplement by the Servicer,
have been duly obtained, effected or given and are in full force and effect.
(b) Rescission or Cancellation. The Servicer shall not permit
--------------------------
any rescission or cancellation of any Receivable except as ordered by a court of
compe-
51
<PAGE>
tent jurisdiction or other Governmental Authority or in accordance with the
normal operating procedures of the Servicer.
(c) Receivables Not To Be Evidenced by Promissory Notes. Except
---------------------------------------------------
in connection with its enforcement or collection of an Account, the Servicer
will take no action to cause any Receivable to be evidenced by an instrument or
chattel paper (as defined in the UCC as in effect in the State of Delaware).
52
<PAGE>
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series 1996-E1 Supplement to be duly executed by their respective
officers as of the day and year first above written.
FIRST USA BANK,
Transferor and Servicer
By: /s/ Steven L. McDonald
--------------------------------
Name: Steven L. McDonald
Title: Senior Vice President
THE BANK OF NEW YORK (DELAWARE),
Trustee
By: /s/ Melissa J. Beneduce
--------------------------------
Name: Melissa J. Beneduce
Title: Asst. Vice President
<PAGE>
EXHIBIT A
[FORM OF SERIES 1996-E1 CERTIFICATE]
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF FIRST USA
BANK AND THE TRUSTEE THAT SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS
DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED ("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA,
(II) A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), (III) A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF A PLAN'S INVESTMENT IN THE ENTITY OR (V) A PERSON INVESTING "PLAN
ASSETS" OF ANY SUCH PLAN (EXCLUDING FOR PURPOSES OF THIS CLAUSE (V), ANY ENTITY
REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED).
THIS CERTIFICATE MAY NOT BE ACQUIRED, SOLD, TRADED OR TRANSFERRED, NOR
MAY AN INTEREST IN THIS CERTIFICATE BE MARKETED, ON OR THROUGH AN "ESTABLISHED
SECURITIES MARKET" WITHIN THE MEANING OF SECTION 7704(B)(1) OF THE CODE AND ANY
PROPOSED, TEMPORARY OR FINAL TREASURY REGULATION THEREUNDER, INCLUDING, WITHOUT
LIMITATION, AN OVER-THE-COUNTER-MARKET OR AN INTERDEALER QUOTATION SYSTEM THAT
REGULARLY DISSEMINATES FIRM BUY OR SELL QUOTATIONS.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) TO
THE TRANSFEROR OR (2) TO A LIMITED NUMBER OF INSTITUTIONAL "ACCREDITED
INVESTORS" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES
ACT) AND IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (UPON DELIVERY OF THE DOCUMENTATION REQUIRED BY THE POOLING AND
SERVICING AGREEMENT AND, IF THE TRUSTEE SO REQUIRES, AN OPINION OF COUNSEL
SATISFACTORY TO THE TRUSTEE). EACH CERTIFICATE OWNER BY ACCEPTING A BENEFICIAL
INTEREST IN THIS CERTIFICATE
A-1
<PAGE>
IS DEEMED TO REPRESENT THAT IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT).
THIS CERTIFICATE WILL NOT BE ACCEPTED FOR REGISTRATION OF TRANSFER
EXCEPT UPON PRESENTATION OF EVIDENCE SATISFACTORY TO THE TRANSFER AGENT AND
REGISTRAR THAT THE RESTRICTIONS ON TRANSFER SET FORTH IN THE POOLING AND
SERVICING AGREEMENT AND THE EXCHANGEABLE CERTIFICATE PURCHASE AGREEMENT HAVE
BEEN COMPLIED WITH. THIS CERTIFICATE MAY NOT BE REOFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED WITHOUT THE PRIOR WRITTEN CONSENT OF EACH OF THE
TRANSFEROR AND THE SERVICER AND UNLESS AND UNTIL THE TRUSTEE SHALL HAVE RECEIVED
THE CERTIFICATIONS REQUIRED BY THE POOLING AND SERVICING AGREEMENT AND THE
EXCHANGEABLE CERTIFICATE PURCHASE AGREEMENT.
No. R-1 $500,000,000
Series Termination
Date: November 15, 2000
FIRST USA CREDIT CARD MASTER TRUST
SERIES 1996-E1 FLOATING RATE ASSET BACKED CERTIFICATE
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 VISA(R) and MasterCard(R)/*/ credit card accounts generated or to
be generated by First USA Bank (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank or any affiliate thereof)
This certifies that SWISS BANK CORPORATION, NEW YORK BRANCH, in its
capacity as Administrative Agent on behalf of the Group E1 Investors (the
"Certificateholder") is the registered owner of a fractional undivided interest
in the First USA Credit Card Master Trust (the "Trust") issued pursuant to the
Pooling and Servicing Agreement, dated as of
______________________
/*/ VISA(R) and MasterCard(R) are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
A-2
<PAGE>
September 1, 1992 between the Bank, as Transferor (the "Transferor") and as
Servicer (the "Servicer"), and The Bank of New York (Delaware) (as successor to
The Bank of New York as successor to NationsBank, N.A.), as trustee (the
"Trustee") of the Trust (the "Agreement"; such term to include any Supplement or
amendment thereto) as amended by Assignment No. 16 of Receivables in Additional
Accounts dated as of May 2, 1996 among the Bank, as Transferor and Servicer, the
Trustee and The Bank of New York (Delaware) (as successor to The Bank of New
York as successor to NationsBank, N.A.), as trustee of the First USA Credit Card
Master Trust II, and as supplemented by the Series 1996-E1 Supplement (the
"Series 1996-E1 Supplement"), dated as of May 2, 1996, between the Bank, as
Transferor and Servicer, and the Trustee. The corpus of the Trust consists of
all of the Transferor's right, title and interest in a portfolio of receivables
(the "Receivables") existing in certain VISA(R) and MasterCard(R) revolving
credit card accounts identified in the Agreement from time to time (the
"Accounts"), all Receivables generated under the Accounts from time to time
thereafter, all monies due or to become due (other than recoveries on charged-
off Receivables) and all amounts received with respect to the Receivables in
existence in the Accounts, all monies on deposit in certain bank accounts
(excluding any investment earnings on such deposited amounts except as set forth
in the Series 1996-E1 Supplement and the Exchangeable Certificate Purchase
Agreement), and all other assets and interests constituting the Trust and all
proceeds of the foregoing. The Receivables consist of amounts charged by
cardholders for goods and services and cash advances (such amounts, less the
amount of Discount Receivables, the "Principal Receivables"), plus the related
periodic finance charges (the "Periodic Finance Charges"), annual membership
fees ("Annual Membership Fees"), and amounts charged to the Accounts in respect
of cash advance finance charges, late fees, overlimit fees, return check fees
and similar fees and charges (the "Other Charges"). Receivables in an amount
equal to the product of the Yield Factor (initially 1.3%) and amounts charged by
cardholders for goods and services and cash advances (the "Discount
Receivables") will be allocated to the Certificates and treated as Finance
Charge Receivables (Discount Receivables, together with the Periodic Finance
Charges, Annual Membership Fees and Other Charges, the "Finance Charge
Receivables").
Although a summary of certain provisions of the Agreement is set forth
below, this Series 1996-E1 Certifi-
A-3
<PAGE>
cate does not purport to summarize the Agreement or the Exchangeable Certificate
Purchase Agreement and reference is made to the Agreement and the Exchangeable
Certificate Purchase 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 and the
Exchangeable Certificate Purchase Agreement may be requested from the Trustee by
writing to the Trustee at The Bank of New York (Delaware), White Clay Center,
Route 273, Newark, Delaware, 19711, Attention: Bond Administration. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to them in the Agreement. This Certificate is one of a Series of
Certificates entitled "First USA Credit Card Master Trust Floating Rate Asset
Backed Certificates, Series 1996-E1" (the "Series 1996-E1 Certificates"), each
of which represents a fractional undivided interest in the Trust, and is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement, as amended from time to time, the Series 1996-E1
Certificateholder by virtue of the acceptance hereof assents and by which the
Series 1996-E1 Certificateholder is bound. In the case of any conflict between
terms specified in this Series 1996-E1 Certificate and terms specified in the
Agreement, the terms of the Agreement shall govern.
The Transferor has structured the Agreement, the Exchangeable
Certificate Purchase Agreement and the Series 1996-E1 Certificates with the
intention that the Series 1996-E1 Certificates qualify under applicable tax law
as indebtedness, and the Transferor and each holder of a Series 1996-E1
Certificate or any interest therein (a "Series 1996-E1 Certificateholder"), by
acceptance of its Series 1996-E1 Certificate or any interest therein, agrees to
treat the Series 1996-E1 Certificates for purposes of federal, state, local and
foreign income or franchise taxes and any other tax imposed on or measured by
income, as indebtedness. Notwithstanding the foregoing, in the event that the
Series 1996-E1 Certificates are not classified as debt as set forth above, it is
the intention of the parties hereto that such Series 1996-E1 Certificates be
classified as interests in a partnership. In the event that the yield to a
Series 1996-E1 Certificateholder is not treated as a guaranteed payment but as
an allocation of partnership income, it is the intention of the parties that
gross income of the partnership be allocated to the Series 1996-E1
Certificateholders in an
A-4
<PAGE>
amount equal to: (i) interest accrued on the Series 1996-E1 Certificates; (ii)
any amount that would, if the Series 1996-E1 Certificates were classified as
debt, be treated as original issue discount (to the extent not included in (i));
and (iii) any losses previously allocated to the Series 1996-E1
Certificateholders. Losses shall be allocated to a Series 1996-E1
Certificateholder only to the extent that the Invested Amount is reduced by any
such loss.
The Trust's assets are allocated in part to the holders of the Series
1996-E1 Certificates with the remainder allocated to holders of other Series of
Certificates issued by the Trust, if any, and to the Transferor. In addition to
the Series 1996-E1 Certificates, the Exchangeable Transferor Certificate will be
reissued pursuant to the Agreement and will represent the Transferor's interest
in the Trust. The reissued Exchangeable Transferor Certificate will represent
the interest in the Principal Receivables not represented by the Series 1996-E1
Certificates or any other Series of Certificates. The Exchangeable Transferor
Certificate may be exchanged by the Transferor pursuant to the Agreement for one
or more Series of Certificates and a reissued Exchangeable Transferor
Certificate upon the conditions set forth in the Agreement. In addition, to the
extent permitted for any Series of Certificates by the related Supplement, the
Certificateholders of such Series may tender their Certificates and the
Transferor may tender the Exchangeable Transferor Certificate in exchange for
one or more Series of Certificates and a reissued Exchangeable Transferor
Certificate.
The Series 1996-E1 Initial Invested Amount is $500,000,000. The Series
1996-E1 Invested Amount for any monthly Distribution Date will be an amount
equal to $500,000,000 minus the initial aggregate principal amount of all
-----
Sharing Series Collateral Invested Amounts issued through Sharing Series
Exchanges prior to such date, minus the aggregate amount of principal payments
-----
made to the Series 1996-E1 Certificateholders prior to such Distribution Date
and minus the excess, if any, of the aggregate amount of Series 1996-E1 Investor
-----
Charge-Offs over the Series 1996-E1 Investor Charge-Offs reimbursed prior to
such date.
The Series 1996-E1 Certificates will bear interest at the rate of
5.7375% per annum on the Series 1996-E1 Initial Invested Amount from and
including May 2, 1996 through and including June 16, 1996, and for each Interest
Period
A-5
<PAGE>
thereafter through October 14, 1996, the Series 1996-E1 Certificates will bear
interest at a per annum rate of 0.30% in excess of LIBOR as determined by the
Trustee on the related LIBOR Determination Date, and for each Interest Period
thereafter, the Series 1996-E1 Certificates will bear interest at a per annum
rate of 0.35% in excess of LIBOR as determined by the Trustee on the related
LIBOR Determination Date (each such rate as in effect from time to time, the
"Series 1996-E1 Certificate Rate"). Interest will be distributed to the extent
of available funds on June 17, 1996, and on the fifteenth day of each month
thereafter, or if such day is not a Business Day, the next succeeding Business
Day until the earlier of the day on which the Series 1996-E1 Invested Amount is
paid in full and the Series Termination Date (each such date, a "Distribution
Date"), in an amount equal to the product of (a) the actual number of days in
the related Interest Period divided by 360, (b) the Series 1996-E1 Certificate
Rate and (c) the Series 1996-E1 Outstanding Principal Balance on the last day of
the Monthly Period immediately preceding such Distribution Date. Interest for a
Distribution Date will accrue from and including the previous Distribution Date
(or in the case of the first Distribution Date, from and including the Closing
Date), to and including the day immediately preceding the current Distribution
Date. Interest payments will be made from Collections of Finance Charge
Receivables and certain other amounts allocated to the Series 1996-E1
Certificates comprising Series 1996-E1 Available Funds on June 17, 1996 and on
each Distribution Date thereafter until the Series 1996-E1 Termination Date.
Interest will be payable monthly on each Distribution Date to the Series 1996-E1
Certificateholders of record as of the related Record Date. The Record Date with
respect to any Distribution Date shall be the last day of the calendar month
preceding such Distribution Date.
If on any Distribution Date the Series 1996-E1 Available Funds are
insufficient to cover the sum of Monthly Interest and any overdue Monthly
Interest due on such Distribution Date, Default Interest, if any, for such
Distribution Date and any overdue Default Interest, the Investor Default Amount,
if any, for such Distribution Date, the aggregate amount of Investor Charge
Offs, if any, for such Distribution Date and, if the Bank is no longer the
Servicer, the Monthly Servicing Fee for such Distribution Date (such deficiency
the "Series 1996-E1 Required Amount"), Group E1 Excess Available Funds will be
applied to fund the Series 1996-E1 Required Amount.
A-6
<PAGE>
Subject to the satisfaction of certain conditions precedent specified
in the Series 1996-E1 Supplement, at the option of and upon direction by the
Transferor, the Series 1996-E1 Certificateholders will be required to exchange
from time to time during the Sharing Series Exchange Period a portion of their
respective Series 1996-E1 Invested Amounts for an equal principal amount of a
Sharing Series Collateral Invested Amount (each, a "Sharing Series Exchange").
The Administrative Agent, on behalf of each Series 1996-E1 Certificateholder,
shall be entitled to receive on the date of each Sharing Series Exchange a CIA
Certificate representing the Sharing Series Collateral Invested Amount and on
the next succeeding Distribution Date each Series 1996-E1 Certificateholder
shall be entitled to receive interest with respect to the Series 1996-E1
Certificates for the period from and including the preceding Distribution Date
to but excluding the Sharing Series Exchange Date based on the Series 1996-E1
Invested Amount at the close of business on such preceding Distribution Date and
for the period from and including the Sharing Series Exchange Date to but
excluding the following Distribution Date based on the Series 1996-E1 Invested
Amount at the close of business on the Sharing Series Exchange Date in both
cases at the applicable Series 1996-E1 Certificate Rate for such Interest
Period.
Each Sharing Series Exchange will be made pro rata among the Series
1996-E1 Certificateholders based upon their respective Percentage Interests.
Concurrently with a Sharing Series Exchange, the Series 1996-E1 Invested Amount
will be reduced by the amount of the related Sharing Series Collateral Invested
Amount. The Administrative Agent, on behalf of each Series 1996-E1
Certificateholder, will be required to surrender its Series 1996-E1 Certificate
to the Trustee not less than one Business Day prior to each Sharing Series
Exchange Date for cancellation in exchange for (i) a new Series 1996-E1
Certificate representing the Series 1996-E1 Invested Amount after giving effect
to the reduction in the Series 1996-E1 Invested Amount as a result of a Sharing
Series Exchange and (ii) a CIA Certificate representing the Sharing Series
Collateral Invested Amount of the related Sharing Series. The right of the
Transferor to request that the Series 1996-E1 Certificateholders exchange a
portion of their Series 1996-E1 Invested Amount for a Sharing Series Collateral
Invested Amount shall terminate at the close of business on the last day of the
Sharing Series Exchange Period. The Sharing Series Exchange Period may be
extended at the request of the Transferor not less than three Busi-
A-7
<PAGE>
ness Days prior to the expiration thereof with the consent of 100% of the Series
1996-E1 Certificateholders. If the Sharing Series Exchange Period is extended,
the Revolving Period will be scheduled to continue until the last day of the
Sharing Series Exchange Period but may in accordance with the provisions of
subsection 4.09(f) of the Agreement be continued beyond the extended Sharing
Series Exchange Period.
The Bank, as Servicer, is entitled to receive as servicing
compensation a monthly servicing fee in an amount equal to, with respect to each
Series, one-twelfth of the product of the applicable Series Servicing Fee
Percentage and the Invested Amount for such Series with respect to the related
Monthly Period. The share of the Servicing Fee for each Monthly Period allocable
to the Series 1996-E1 Certificates shall be equal to one-twelfth of the product
of the Series Servicing Fee Percentage and the Series 1996-E1 Weighted Average
Adjusted Invested Amount on the last day of the preceding Monthly Period (the
"Investor Monthly Servicing Fee").
As described in the Agreement, Collections of Principal Receivables
with respect to any Monthly Period will be allocated on the related
Determination Date on the basis of the aggregate Investor Percentage of all
Series and the Transferor Percentage with respect to the Principal Receivables.
Such allocation will be performed both during the Revolving Period and any
Amortization Period. Throughout the existence of the Trust, the Servicer will
allocate to the Transferor, as holder of the Exchangeable Transferor
Certificate, an amount equal to the Transferor Percentage of the aggregate
amount of Collections of Finance Charge Receivables and Principal Receivables
for each Monthly Period. During the Revolving Period relating to the Series
1996-E1 Certificates, the Floating Allocation Percentage of Collections of
Principal Receivables will be distributed first to the certificateholders of
other Series to the extent of the amount of Principal Shortfalls, if any, and
then to the Transferor in an amount not to exceed the amount of the Transferor
Interest.
Unless a Pay Out Event has occurred, the Accumulation Period will
begin at the close of business on the last day of the Revolving Period and will
end on the earlier of (i) the commencement of the Rapid Amortization Period,
(ii) payment of the Series 1996-E1 Invested Amount in full and
A-8
<PAGE>
(iii) the Series Termination Date. During the Accumulation Period, prior to the
payment of the Series 1996-E1 Invested Amount in full, amounts equal to the sum
of (x) the least of (a) Available Investor Principal Collections for the related
Monthly Period, (b) the sum of the applicable Controlled Accumulation Amount for
such Monthly Period and the applicable Accumulation Shortfall, if any (such
applicable sum, the "Controlled Deposit Amount") and (c) the Series 1996-E1
Adjusted Invested Amount on such Transfer Date plus (y) Excess Principal
Collections from other Series allocable to Series 1996-E1 will be deposited
monthly in the Principal Funding Account on each Transfer Date beginning with
the Transfer Date in the month following the commencement of the Accumulation
Period until the Principal Funding Account Balance is equal to the Series
1996-E1 Invested Amount.
Upon written notice to the Trustee, the Servicer may elect to postpone
the commencement of the Accumulation Period, and extend the length of the
Revolving Period, subject to certain conditions as set forth in the Agreement.
The Servicer may make such election only if the Accumulation Period Length is
less than twelve months. On each Determination Date on and after the October
1996 Determination Date, until the Accumulation Period begins, the Servicer will
determine the "Accumulation Period Length," which is the number of months
expected to be required to fully fund the Principal Funding Account no later
than the Series 1996-E1 Scheduled Payment Date, based on (a) the expected
monthly collections of Principal Receivables expected to be distributable to the
Certificateholders of all Series (excluding certain other Series, as set forth
in the Agreement), assuming a principal payment rate no greater than the lowest
monthly principal payment rate on the Receivables for the preceding twelve
months and (b) the amount of principal expected to be distributable to
Certificateholders of Series (which may exclude certain other Series) which are
not expected to be in their revolving periods during the Accumula tion Period.
If the Accumulation Period Length is less than twelve months, the Servicer may,
at its option, postpone the commencement of the Accumulation Period such that
the number of months included in the Accumulation Period will be equal to or
exceed the Accumulation Period Length. The length of the Accumulation Period
shall not be less than one month.
Unless the Rapid Amortization Period has begun, funds on deposit in
the Principal Funding Account will be distributed to the Series 1996-E1
Certificateholders on the
A-9
<PAGE>
March 1998 Series 1996-E1 Distribution Date (the "Series 1996-E1 Scheduled
Payment Date"). If the aggregate principal amount of deposits made to the
Principal Funding Account are insufficient to pay in full the Series 1996-E1
Invested Amount on the Series 1996-E1 Scheduled Payment Date the Rapid
Amortization Period will commence and on each Series 1996-E1 Distribution Date
thereafter until the Series 1996-E1 Invested Amount is paid in full, the Series
1996-E1 Certificateholders will receive distributions of Series 1996-E1 Monthly
Principal and Series 1996-E1 Monthly Interest.
If, for any Monthly Period, the Available Investor Principal
Collections for such Monthly Period exceed the applicable Controlled Deposit
Amount, any such excess will be treated as Excess Principal Collections and
allocated to the holders of other Series issued and outstanding or, subject to
certain limitations described in the Agreement, paid to the holder of the
Exchangeable Transferor Certificate. If, for any Monthly Period, the Available
Investor Principal Collections for such Monthly Period and Excess Principal
Collections allocable to Series 1996-E1 are less than the applicable Controlled
Deposit Amount, the amount of such deficiency will be the applicable
"Accumulation Short fall" for the succeeding Monthly Period.
If a Pay Out Event occurs during the Accumulation Period, the Rapid
Amortization Period will commence and any amount on deposit in the Principal
Funding Account will be distributed to the Series 1996-E1 Certificateholders on
the Series 1996-E1 Distribution Date following the Monthly Period in which the
Rapid Amortization Period commences.
During the period beginning on the earlier of the day on which a Pay
Out Event occurs and the Series 1996-E1 Scheduled Payment Date if the Series
1996-E1 Invested Amount is not paid in full on such date, and ending on the
earlier of (i) the date on which the Series 1996-E1 Invested Amount has been
paid in full and (ii) the Series Termination Date (the "Rapid Amortization
Period"), collections of Principal Receivables allocated to the Series 1996-E1
Invested Amount will no longer be paid to the holder of the Exchangeable
Transferor Certificate or to the holders of the certificates of any other Series
or, if the Accumulation Period has commenced, deposited in the Principal Funding
Account, but instead will be distributed to the Series 1996-E1
Certificateholders monthly on each Series 1996-E1 Distribution Date
A-10
<PAGE>
beginning with the Series 1996-E1 Distribution Date in the month following the
commencement of the Rapid Amortization Period.
Subject to the Agreement, payments of principal are limited to the
unpaid Series 1996-E1 Invested Amount of the Series 1996-E1 Certificates, which
may be less than the unpaid balance of the Series 1996-E1 Certificates pursuant
to the terms of the Agreement. All principal of and interest on the Series
1996-E1 Certificates is due and payable no later than November 15, 2000 (or if
such day is not a Business Day, the next succeeding Business Day) (the "Series
Termination Date"). After the Series Termination Date, neither the Trust nor the
Transferor will have any further obligation to distribute principal or interest
on the Series 1996-E1 Certificates. In the event that the Series 1996-E1
Invested Amount is greater than zero on the Series Termination Date, the Trustee
will sell or cause to be sold, to the extent necessary, an amount of interests
in the Receivables or certain of the Receivables up to 110% of the Series
1996-E1 Invested Amount at the close of business on such date (but not more than
the total amount of Receivables allocable to the Series 1996-E1 Certificates),
and shall pay the proceeds to the Series 1996-E1 Certificateholders pro rata in
final payment of the Series 1996-E1 Certificates.
The transfer of this Series 1996-E1 Certificate shall be registered in
the Certificate Register upon surrender of this Series 1996-E1 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 Series 1996-E1 Certificateholder or such Certificateholder's attorney
duly authorized in writing, and upon compliance with the conditions for transfer
of a Series 1996-E1 Certificate set forth in the Exchangeable Certificate
Purchase Agreement one or more new Series 1996-E1 Certificates of authorized
denominations and for the same aggregate Undivided Interests will be issued to
the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations
therein set forth, Series 1996-E1 Certificates are exchangeable for new Series
1996-E1 Certificates evidencing like aggregate Undivided Interests, as requested
by the Series 1996-E1 Certificateholder surrendering such Series 1996-E1
Certificates. No service charge may be
A-11
<PAGE>
imposed for any such exchange but the Transferor, Servicer, or 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 if such an
exchange is made at the request of the Administrative Agent or any Group E1
Investor.
The Transferor, 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 Series 1996-E1 Certificate is registered as the owner hereof
for all purposes, and neither the Transferor, the Servicer, the Trustee, the
Paying Agent and the Transfer Agent and Registrar, nor any agent of any of them
or of any such agent, shall be affected by notice to the contrary except in
certain circumstances described in the Agreement.
The Agreement and any Supplement may be amended by the Transferor, the
Servicer and the Trustee, without the consent of Certificateholders of any
Series then outstanding for any purpose, provided that (i) the Transferor shall
--------
deliver an Opinion of Counsel acceptable to the Trustee to the effect that such
amendment will not adversely affect in any material respect the interest of such
Certificateholders, and (ii) such amendment will not result in a withdrawal or
reduction of the rating of any outstanding Series.
The Agreement may be amended by the Transferor, the Servicer and the
Trustee with the consent of the holders of certificates evidencing undivided
interests aggregating not less than 66-2/3% of the investor interests 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 the
Series 1996-E1 Supplement or of modifying in any manner the rights of
certificateholders of any then outstanding Series. No such amendment, however,
may (a) reduce in any manner the amount of, or delay the timing of,
distributions required to be made on any such Series, (b) change the definition
of or the manner of calculating the interest of any certificateholder of such
Series, or (c) reduce the aforesaid percentage of undivided interests the
holders of which are required to consent to any such amendment, in each case
without the consent of all certificateholders of all Series adversely affected.
Promptly following the execution of any amendment to the Agreement, the Trustee
will furnish written notice of the
A-12
<PAGE>
substance of such amendment to each Series 1996-E1 Certificateholder.
The holder of this Series 1996-E1 Certificate by its acceptance hereof
agrees that it will not institute or join against the Trust or the Transferor
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding or other proceeding under any federal or state bankruptcy or similar
law, for one year and a day after the payment in full of the last outstanding
investor certificate issued by the First USA Credit Card Master Trust; provided,
--------
that the foregoing shall not limit the right of the holder of this Series
1996-E1 Certificate to file any claim in or otherwise take any action with
respect to any such bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding that was instituted by any person other than a holder of
a Series 1996-E1 Certificate.
The holder hereof by its acceptance of this Series 1996-E1 Certificate
further agrees that it will report its interest in the Series 1996-E1
Outstanding Investor Principal Balance, with respect to all taxes, in a manner
consistent with the intended characterization referred to in Section 3.07 of the
Agreement and the provisions of the Exchangeable Certificate Purchase Agreement.
Neither this Series 1996-E1 Certificate nor any interest herein may be
sold, transferred, assigned, participated, pledged, hypothecated, or otherwise
disposed of, except in accordance with the Agreement and the Exchangeable
Certificate Purchase Agreement, and any such transfer will be permitted only if
it consists of a pro rata percentage interest in all payments made with respect
to this Series 1996-E1 Certificate and is in respect of at least $10,000,000 in
principal amount (or such smaller amount to which the Transferor may consent in
writing but not less than $20,000).
Neither this Series 1996-E1 Certificate nor any interest herein may be
transferred to any person, unless the transferee shall have executed and
delivered the certifications required by the Agreement and the Exchangeable
Certificate Purchase Agreement and each of the Transferor and the Servicer shall
have granted its prior consent thereto. Such consent shall be granted (provided
that the proposed transferee otherwise satisfies all conditions required by the
Agreement or the Exchangeable Certificate Purchase Agree-
A-13
<PAGE>
ment) unless the Transferor determines in its sole and absolute discretion that
the proposed transfer would create a risk that the Trust would be classified for
federal or any applicable state tax purposes as an association or publicly
traded partnership taxable as a corporation. Notwithstanding the foregoing, any
attempted transfer of this Certificate or an interest herein that would cause
the aggregate number of (i) holders of a right to receive interest or principal
with respect to the Group E1 Certificates (or other interests in the Trust),
other than certificates (or other such interests) with respect to which an
opinion is rendered that such certificates (or other such interests) will be
treated as debt for federal income tax purposes, and (ii) any holders of a right
to receive any amount in respect of the Transferor Interest, to exceed ninety
nine shall be void.
The holder of this Series 1996-E1 Certificate or any interest therein
hereby certifies that it is either (A)(i) a citizen or resident of the United
States, (ii) a corporation or other entity organized in or under the laws of the
United States or any political subdivision thereof which, if such entity is a
tax-exempt entity, recognizes that payments with respect to this Certificate may
constitute unrelated business taxable income or (iii) a person not described in
(i) or (ii) whose ownership of an interest in this Certificate is and whose
ownership of an interest in all other Group E1 Certificates will be effectively
connected with the conduct of a trade or business within the United States
(within the meaning of the Code) and whose ownership of any interest in this
Certificate will not result in any withholding obligation with respect to any
payments with respect to this Certificate by any Person (other than with-
holding, if any, under Section 1446 of the Code) and who will furnish to the
Servicer and the Trustee, and to the Group E1 Investor making the Transfer a
properly executed United States Internal Revenue Service Form 4224 (and to agree
to provide a new Form 4224 upon the expiration or obsolescence of any previously
delivered form and comparable statements in accordance with applicable United
States laws), or (B) an estate or trust the income of which is includible in
gross income for United States federal income tax purposes.
A-14
<PAGE>
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Series 1996-E1
Certificate shall not be entitled to any benefit under the Agreement, or be
valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Series 1996-E1
Certificate to be duly executed on this 2nd day of May, 1996.
FIRST USA BANK
By:____________________________
Name: Steven L. McDonald
Title: Senior Vice President
CERTIFICATE OF AUTHENTICATION
This is one of the Series 1996-E1 Certificates referred to in the
within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
as Authenticating Agent
Date: May 2, 1996
By:__________________________
Name:
Title:
<PAGE>
EXHIBIT B
FORM OF MONTHLY ALLOCATIONS AND PAYMENT INSTRUCTIONS
B-1
<PAGE>
MONTHLY ALLOCATIONS AND PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
FIRST USA BANK
_________________________________________________
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1996-E-1
_________________________________________________
Monthly Period: ___________________________ to
___________________________
Distribution Date: ___________________________
Transfer Date: ___________________________
The undersigned, a duly authorized representative of First USA Bank (the "Bank")
as Servicer, pursuant to the Pooling and Servicing Agreement dated as of
September 1, 1992 (the "Pooling and Servicing Agreement") and the Series 1996-E1
Supplement dated May 2, 1996 (the "Supplement") by and between the Bank and The
Bank of New York (Delaware), as Trustee (the "Trustee"), does hereby certify as
follows:
A. Capitalized terms used in this Certificate have their respective
meanings set forth in the Pooling and Servicing Agreement; provided,
that the preceding "Monthly Period" shall mean the Monthly Period
immediately preceding the calendar month in which this Certificate is
delivered. References herein to certain sections and subsections are
references to the respective sections and subsections of the Pooling
and Servicing Agreement. This Certificate is delivered pursuant to
Section 4.09 of the Pooling and Servicing Agreement.
B. The Bank is Servicer under the Pooling and Servicing Agreement.
C. The undersigned is a Servicing Officer.
D. The date of this notice is a Determination Date under the Pooling and
Servicing Agreement.
I. INSTRUCTION TO MAKE A WITHDRAWAL
--------------------------------
Pursuant to Section 4.09, the Servicer does hereby instruct the Trustee (i)
to make a withdrawal from the Finance Charge Account on the above
referenced Transfer Date (or earlier Transfer Date as indicated) under the
Pooling and Servicing Agreement, in an aggregate amount as set forth below
in respect of the following amounts and (ii) to apply the proceeds of such
withdrawal in accordance with Section 4.05:
B-2
<PAGE>
1. A. Pursuant to subsection 4.09(a):
------------------------------
Series 1996-E1 Finance Charge Allocations
Principal Funding Investment Proceeds Reserve
Account Withdrawals _______________
Total Series 1996-E1 Available Funds
B. Pursuant to subsection 4.09(a)(i):
---------------------------------
1. Interest to be paid to Certificateholders
at the Certificate Rate (after giving
effect to exchanges during the Interest
Period) for the Interest Period on the
Invested Amount (Actual/ 360)
Interest Interest Interest Invested
From To Rate Amount
-------------------------------------------------------------
_______________
2. Overdue Interest
3. Default Interest
C. Pursuant to subsection 4.09(a)(ii):
----------------------------------
Series 1996-E1 Monthly Servicing Fee for
the preceding Monthly Period if First USA
Bank is no longer Servicer
D. Pursuant to subsection 4.09(a)(iii):
-----------------------------------
Series 1996-E1 Investor Default Amount for
the preceding Monthly Period _______________
E. Pursuant to subsection 4.09(a)(iv):
----------------------------------
Amount of Series 1996-E1 Investor Charge-Offs
not previously reimbursed
F. Pursuant to subsection 4.09(a)(v):
---------------------------------
Series 1996-E1 Investor Monthly Servicing
Fee to be paid to First USA Bank
G. Pursuant to subsection 4.09(a)(vi):
----------------------------------
The excess, if any, of the Required Reserve
Account Amount over Available Reserve Account
Amount to be funded to the Reserve Account ______________
B-3
<PAGE>
H. Pursuant to subsection 4.09(a)(vii):
-----------------------------------
Series 1996-E1 Excess Available Funds to be
applied pursuant to sec. 2.5 the Exchangeable
Certificate Purchase Agreement on the earliest
Transfer Date for this Series and each Sharing
Series (that being __-__-19__) ==============
III. APPLICATION OF PRINCIPAL COLLECTIONS
------------------------------------
Pursuant to Sections 4.05, 4.07, 4.09, and 4.13, the Servicer hereby
instructs the Trustee to apply Principal Collections available on the
Transfer Date, determined pursuant to the provisions of the above sections,
in the following priority:
A. Principal Collections
---------------------
1. Series E Principal Collections
Series E Default Amount (during Accumulation Period)
Series E Charge-Offs Amount (during Accumulation Period)
2. Unallocated Principal Collections
3. Finance Charge Receivables, Group E1 Excess Available
Funds and funds released from Spread Account
4. Excess Principal Collections (other Series)
Available Investor Principal
Collections _____________
==============
B. Allocation of Principal Collections
-----------------------------------
1. Amount of Investor Principal Collections to
other Series
2. Payment of principal to Series 1996-E1
Certificateholders
3. Payment of principal to Principal Funding
Account
4. Payment of principal to Distribution Account
(Rapid Amort.)
5. Amount returned to Bank
Total Principal Allocations ______________
==============
Trustee Disbursement Summary
- ----------------------------
(1) Investor Monthly Servicing Fee paid to
First USA Bank
(2) Total Default Amounts paid to First USA Bank
(3) Excess Spread paid to Spread Account, then to
First USA Bank
(a) Interest on Spread Account Balance
B-4
<PAGE>
(4) Monthly Principal Collections to
First USA Bank ______________
Total to First USA Bank
(5) Deposit to Spread Account (Excess Spread if
not funded by Spread Replacement Amount)
(6) Deposit to Reserve Account
(7) Interest payment to Series E Certificateholders
(8) Certificate Principal to Principal Funding
Account
(9) Principal Certificateholders
(10) Investor Principal Collections to
other Series ______________
Total Disbursements
==============
Total funds to be allocated
==============
___________________
Spread Replacement Amount funded to/(withdrawn from) Group E1 Spread Account to
satisfy Required Spread Account Amt
B-5
<PAGE>
EXHIBIT C
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
C-1
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT
FIRST USA BANK
__________________________________________________
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1996-E1
___________________________________________________
Monthly Period: ____________________________ to
____________________________
Distribution Date: ____________________________
Transfer Date: ____________________________
Under Section 5.02 of the Pooling and Servicing Agreement dated as of September
1, 1992 (the "Pooling and Servicing Agreement") by and between First USA Bank
(the "Bank") and The Bank of New York (Delaware), as trustee (the "Trustee") the
Bank, as Servicer, is required to prepare certain information each month
regarding current distributions to Certificateholders and the performance of the
First USA Credit Card Master Trust (the "Trust") during the previous month. The
information which is required to be prepared with respect to the Distribution
Date noted above and with respect to the performance of the Trust during the
month noted above is set forth below. Certain information is presented on the
basis of an original principal amount of $1,000 per Series 1996-E1 Certificate
(a "Certificate"). Certain other information is presented based on the aggregate
amount for the Trust as a whole. Capitalized terms used in this Monthly
Certificateholders' Statement have their respective meanings set forth in the
Pooling and Servicing Agreement.
A. Information Regarding the Current Monthly Distribution.
------------------------------------------------------
1. The total amount of the distribution to Certificateholders
on the Distribution Date per $1,000 original certificate
principal amount
2. The amount of the distribution set forth in paragraph 1
above in respect of interest on the Certificates, per $1,000
original certificate principal amount
C-2
<PAGE>
3. The amount of the distribution set forth in paragraph 1
above in respect of principal on the Certificates, per
$1,000 original certificate principal amount
B. Information Regarding the Performance of the Trust
--------------------------------------------------
1. Allocation of Principal Receivables
-----------------------------------
The aggregate amount of Allocations of Principal Receivables
processed during the Monthly Period which were allocated in
respect of the Certificates
2. Allocation of Finance Charge Receivables
----------------------------------------
(a) The aggregate amount of Allocations of Finance Charge
Receivables processed during the Monthly Period which
were allocated in respect of the Certificates
(b) Principal Funding Investment Proceeds
(c) Withdrawals from Reserve Account Series 1996-E1
Available Funds
3. Principal Receivables/Investor Percentages
------------------------------------------
(a) The aggregate amount of principal Receivables in
the Trust as of the last day of the Monthly Period
(b) Invested Amount as of the last day of the preceding
month (Adjusted Series E Invested Amount during
Accumulation Period)
(c) The Floating Allocation Percentage: The Invested
Amount set forth in paragraph 3(b) above as a
percentage of the aggregate amount of Principal
Receivables set forth in paragraph 3(a) above
C-3
<PAGE>
(d) During the Amortization Period: The Invested
Amount as of __________ (the last day of the
Revolving Period)
(e) The Fixed/Floating Allocation Percentage: The
Invested Amount set forth in paragraph 3(d) above
as a percentage of the aggregate amount of
Principal Receivables set forth in paragraph 3(a)
above
3. Series E Invested Amount/Exchanges
----------------------------------
Initial Series 1996-E1 Invested Amount
less: Prior Group E Exchanges:
Series Date Amount
------ ---- ------
Beginning Series 1996-E1 Invested Amount
less: Current period Group E Exchanges:
Series Date Amount
------ ---- ------
Ending Series 1996-E1 Invested Amount
4. Delinquent Balances.
--------------------
The aggregate amount of outstanding balances
in the Accounts which were delinquent as of
the end of the day on the last day of the
Monthly Period
(a) 35 - 64 days
(b) 65 - 94 days
(c) 95 - 124 days
(d) 125 - 154 days
(e) 155 - 184 days
(f) 185 or more days
Total
C-4
<PAGE>
5. Monthly Investor Default Amount
-------------------------------
(a) The aggregate amount of all defaulted
Principal Receivables written off as
uncollectible during the Monthly Period
allocable to the Invested Amount (the
aggregate "Investor Default Amount")
6. Investor Charge-Offs & Reimbursements of Charge-Offs.
-----------------------------------------------------
(a) The aggregate amount of Series 1996-E1
Investor Charge-Offs
(b) The amounts set forth in paragraph 6(a)
above, per $1,000 original certificate
principal amount (which will have the effect
of reducing, pro rata, the amount of each
Certificateholder's investment)
(c) The aggregate amount of Series 1996-E1
Investor Charge-Offs reimbursed
(d) The amount set forth in paragraph 6(c) above,
per $1,000 interest (which will have the effect
of increasing, pro rata, the amount of each
Certificateholder's investment)
7. Investor Servicing Fee.
-----------------------
(a) The amount of the Investor Monthly Servicing
Fee payable by the Trust to the Servicer
for the Monthly Period
10. The Pool Factor.
----------------
The Pool Factor (which represents the ratio of the
amount of the Investor Interest on the last day of
the Monthly Period to the amount of the Investor
Interest as of the Closing Date). The amount of a
Certificateholder's pro rata share of the Investor
Participation Amount can be determined by multi-
C-5
<PAGE>
plying the original denomination of the holder's
Certificate by the Pool Factor
11. The Portfolio Yield
-------------------
The Portfolio Yield for the related Monthly Period
12. The Base Rate
-------------
The Base Rate for the related Monthly Period
C. Information Regarding the Principal Funding Account
---------------------------------------------------
1. Accumulation Period
-------------------
(a) Accumulation Period commencement date
(b) Accumulation Period length (months)
(c) Accumulation Period Factor
(d) Required Accumulation Factor Number
(e) Controlled Accumulation Amount
(f) Minimum Payment Rate (last 12 months)
2. Principal Funding Account
-------------------------
Beginning Balance
Plus: Principal Collections for Related
Monthly Period from Principal
Account
Plus: Interest on Principal Funding
Account Balance for Related
Monthly Period
Less: Withdrawals to Finance Charge
Account
Less: Withdrawals to Distribution Account
Ending Balance
3. Accumulation Shortfall
----------------------
The Controlled Deposit Amount for the related
Transfer Date
C-6
<PAGE>
Less: The amount deposited into the Principal
Funding Account for the related Transfer Date
Current Accumulation Shortfall
Accumulation Shortfall from prior Transfer
Dates
Aggregate Accumulation Shortfalls
4. Principal Funding Investment Shortfall
--------------------------------------
Covered Amount
Less: Principal Funding Investment Proceeds
Principal Funding Investment Shortfall
D. Information Regarding the Reserve Account
-----------------------------------------
1. Required Reserve Account Analysis
(a) Required Reserve Account Amount
percentage (0.5% of Class A Invested
Amount or other amount required
by the Agreement)
(b) Required Reserve Account Amount ($)
(c) Required Reserve Account Balance after
effect of any transfers on the Related
Transfer Date
(d) Reserve Draw Amount transferred to the
Finance Charge Account on the Related
Transfer Date
2. Reserve Account Investment Proceeds
-----------------------------------
Reserve Account Investment Proceeds transferred to the
Finance Charge Account on the Related Transfer Date
C-7
<PAGE>
3. Withdrawals from the Reserve Account
------------------------------------
Total Withdrawals from the Reserve Account transferred to
the Finance Charge Account on the Related Transfer Date
(1(d) plus 2 above)
4. The Portfolio Adjusted Yield
----------------------------
The Portfolio Adjusted Yield for the related Mthly Period
C-8
<PAGE>
EXHIBIT D
FORM OF SHARING SERIES EXCHANGE OFFICER'S CERTIFICATE
FIRST USA BANK
Officers' Certificate
Delivered Pursuant to Section 8(c)(ii) of the
Series 1996-E1 Supplement
The undersigned, Steven L. McDonald, Senior Vice President of Finance
& Accounting of First USA Bank, a Delaware chartered banking corporation (the
"Bank"), hereby certifies that to the best of his knowledge, after reasonable
investigation:
(1) the representations and warranties of (a) the Bank, as transferor
(the "Transferor"), pursuant to Section 2.03 and subsection 2.04(a) of the
Pooling and Servicing Agreement dated as of September 1, 1992 (the "Agreement"),
between the Bank, as Transferor and as servicer (the "Servicer") and The Bank of
New York (Delaware) (as successor to The Bank of New York as successor to
NationsBank, N.A.), as trustee for the First USA Credit Card Master Trust (the
"Trustee") as amended and supplemented, including by the Series 1996-E1
Supplement, dated as of May 2, 1996 (the "Supplement"), between the Bank and the
Trustee (together, the "Pooling and Servicing Agreement"), (b) the Bank, as
Servicer, pursuant to Section 3.03 of the Agreement and (c) the Bank pursuant to
Section 4.1 of the Exchangeable Certificate Purchase Agreement, dated as of May
2, 1996 (the "Exchangeable Certificate Purchase Agreement"), among the
Transferor, the Servicer, the Trustee and the Group E1 Investors (as defined
therein) (with the exception of subsection 4.1(m) of the Exchangeable
Certificate Purchase Agreement) are true and correct in all material respects on
and as of this date as though made on and as of this date (unless such
representations and warranties specifically refer to an earlier date);
(2) no event has occurred and is continuing, or would result from
such Sharing Series Exchange (as defined in the Supplement), that constitutes a
Series 1996-E1 Pay
D-1
<PAGE>
Out Event (as defined in the Supplement) or a Pay Out Event (as defined in the
Agreement) for any other Sharing Series (as defined in the Supplement), and no
event has occurred and is continuing that, with the lapse of time, the giving of
notice, or both, would constitute a Pay Out Event or a Pay Out Event for any
other Sharing Series; and
(3) the Bank is the Servicer under the Pooling and Servicing
Agreement;
(4) on the date hereof, after giving effect to the Sharing Series
Exchange, the Transferor Interest equals or exceeds the Minimum Transferor
Interest;
(5) the request with respect to the Sharing Series Exchange was
delivered to the Administrative Agent and the Trustee in writing at least three
Business Days prior to the Sharing Series Exchange Date;
(6) after giving effect to the Sharing Series Exchange, the sum of
the Series 1996-E1 Invested Amount and all Sharing Series Collateral Invested
Amounts will not be greater than the Series 1996-E1 Initial Invested Amount;
(7) the Pro Forma Excess Spread Percentage calculations for the three
Monthly Periods preceding the Sharing Series Exchange Date are set forth in
Appendix A hereto and, to the extent required with respect to the Sharing
Series related to this Sharing Series Exchange, the upfront deposit to the
Spread Account has been made;
(8) the Pro Forma Excess Spread Percentage with respect to the
Sharing Series related to this Sharing Series Exchange is greater than or equal
to 2%; and
(9) the Sharing Series related to this Sharing Series Exchange has a
weighted average life of not more than five years and a legal final maturity
date not later than the Distribution Date in the 111th month following the first
Series 1996-E1 Distribution Date.
Initially capitalized terms used herein as defined terms and not
otherwise defined are used as defined in the Agreement or the Exchangeable
Certificate Purchase Agreement.
D-2
<PAGE>
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the ____ day of ___________, 199_.
FIRST USA BANK
By: ____________________________
Name:
Title:
D-3
<PAGE>
Appendix A to the Officer's
Certificate delivered pursuant
to Section 8(c)(ii) of the
Series 1996-E1 Supplement
FIRST USA CREDIT CARD MASTER TRUST
Series 1996-E1
OFFICER'S CERTIFICATE
________________________________________________________________________________
Supporting calculations relating to Section 8(c)(ii)(B)
- -------------------------------------------------------
<TABLE>
<CAPTION>
Prior to Change due Subsequent to
Exchange to Exchange Exchange
-------- ----------- -------------
<S> <C> <C> <C>
Beginning Aggregate Invested Amounts
Increase in Sharing Series senior
class Invested Amts.
Increase in Sharing Series CIA
Invested Amount
Reduction in Series 1996-E1
Invested Amount
Ending Aggregate Invested Amounts
Principal Receivables
Transferor Interest (%)
Minimum Transferor Interest (%)
</TABLE>
Supporting calculations relating to Section 8(c)(ii)(D)
- -------------------------------------------------------
<TABLE>
<CAPTION>
Prior to Change due Subsequent to
Exchange to Exchange Exchange
-------- ----------- -------------
<C> <C> <C>
Initial Series 1996-E1 Invested Amount
Prior Exchanges:
Sharing Series _______
Sharing Series _______
Sharing Series _______
Current Exchange:
Sharing Series _______
Current Series 1996-E1 Invested Amount
</TABLE>
D-4
<PAGE>
Supporting calculations relating to Section 8(c)(ii)(F,G)
- ---------------------------------------------------------
<TABLE>
<CAPTION>
Immediately
Preceding Mthly 2nd Prior Mthly 3rd Prior Mthly
Period Period Period
---------------- --------------- ---------------
<S> <C> <C> <C>
Proforma Net Portfolio Yield
Proforma Collateral Base Rate ________________ _______________ _______________
Proforma Excess Spread Percentage
================ =============== ===============
3 mth avg Proforma Excess Spread Percentage
================
Sharing Series 1996-E1 Initial Invested Amount
Required Percentage ________________
Spread Account Initial Deposit requirement
================
Excess of Spread Account Balance over Spread
Account Cap to be applied ________________
Net initial deposit to Group E Spread Account
================
SHARING SERIES CIA INVESTED AMOUNT
- ----------------------------------
[Insert Sharing
Sharing Series: Series Name]
---------------
Date of Exchange: [Insert Date]
---------------
Weighted Avg. Life: [Insert WAL]
---------------
Legal Final Maturity: [Insert FFM]
--------------
Spread to LIBOR: [Insert Spread]
-----------------
</TABLE>
D-5
