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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) June 6, 1996
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First USA, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-11030 75-2291060
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification Number)
organization)
1601 Elm Street, 46th Floor, Dallas, Texas 75201
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(Address of principal executive offices) (Zip Code)
214-849-2444
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former fiscal year, if changed since last
report.)
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Item 5. Other Events.
On June 6, 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 $436,200,000 of credit card
receivables. The securitization consists of floating rate asset backed
certificates, with two classes of publicly traded securities (Class A and Class
B) and a separate privately placed class of CIA Certificates representing CIA
Invested Amounts.
Series 1996-3 consists of $400,000,000 Class A Floating Rate Asset Backed
Certificates, and $36,200,000 Class B Floating Rate Asset Backed Certificates,
each of which has an average life of approximately three years. Series 1996-3
also consists of $45,800,000 CIA Certificates exchanged for the Series E-1
Certificates. The CIA Certificates will be subordinated to the Class A and Class
B certificates and will provide credit enhancement for the benefit of Class A
and Class B certificateholders.
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:
1. Underwriting Agreement of First USA Credit Card Master Trust, Series
1996-3, dated as of May 31, 1996, between First USA Bank, as Transferor and
Servicer, and UBS Limited, as Representative of the several Managers set forth
therein.
99. Series 1996-3 Supplement, dated as of June 6, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: June 28, 1996
First USA, Inc.
By: /s/ Steven L. McDonald
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Steven L. McDonald
Senior Vice President and
Chief Accounting Officer
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EXHIBIT INDEX
Exhibit No. Description
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1. Underwriting Agreement of First USA Credit Card Master Trust,
Series 1996-3, dated as of May 31, 1996, between First USA Bank, as
Transferor and Servicer, and UBS Limited, as Representative of the
several Managers set forth therein.
99. Series 1996-3 Supplement, dated as of June 6, 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.
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EXHIBIT 1
First USA Credit Card Master Trust
Class A Floating Rate Asset Backed Certificates,
Series 1996-3
Class B Floating Rate Asset Backed Certificates,
Series 1996-3
UNDERWRITING AGREEMENT
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May 31, 1996
UBS Limited
as Representative of the
Managers set forth herein
100 Liverpool Street
London EC2M2RH
England
Ladies and Gentlemen:
First USA Bank, a Delaware chartered banking corporation (the
"Bank"), has duly authorized the issuance and sale to the managers listed
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on Schedule I hereto (the "Managers"), for whom you are acting as representative
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(the "Representative"), of U.S.$400,000,000 aggregate principal amount of First
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USA Credit Card Master Trust Class A Floating Rate Asset Backed Certificates,
Series 1996-3 (the "Class A Certificates") and of U.S.$36,200,000 aggregate
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principal amount of Class B Floating Rate Asset Backed Certificates, Series
1996-3 (the "Class B Certificates" and together with the Class A Certificates,
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the "Certificates"). The Certificates will be issued pursuant to a Pooling and
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Servicing Agreement, dated as of September 1, 1992, as amended and supplemented
(the "Master Pooling and Servicing Agreement"), by and between the Bank, as
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transferor and servicer, and The Bank of New York (Delaware) (the "Trustee")(as
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successor to The Bank of New York as successor to NationsBank, N.A.), as
supplemented by the Series 1996-3 Supplement dated as of June 6, 1996 (the
"Supplement" and together with the Master Pooling and Servicing Agreement, the
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"Pooling and Servicing Agreement"), by and between the Bank and the Trustee.
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Each Certificate will represent an undivided interest in certain
assets of First USA Credit Card Master Trust (the "Trust"). The property of the
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Trust will include, among other things, receivables (the "Receivables") arising
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under certain
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MasterCard(R) and VISA(R) revolving credit card accounts (the "Accounts").
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Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed thereto in the Pooling and Servicing Agreement.
1. Representations, Warranties and Agreements of the Bank. The Bank
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represents and warrants to, and agrees with, the Managers as follows:
(a) The Offering Circular dated as of May 31, 1996 (the "Base
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Offering Circular") and Offering Circular Supplement, dated as of May 31, 1996
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(the "Offering Circular Supplement" and together with the Base Offering
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Circular, the "Offering Circular"), prepared in connection with the offering of
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the Certificates, were, as of the date thereof, and will be, as of the Closing
Date, as then amended or supplemented (and any amendment or supplement thereto
will be, as of the date thereof and as of the Closing Date), accurate in all
material respects and did not, and will not, contain, as of the date thereof and
as of the Closing Date, any untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided, however,
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that the Bank makes no representations or warranties as to the information
contained in or omitted from the Offering Circular (or any amendment or
supplement thereto) in reliance upon and in conformity with information
furnished in writing to the Bank by, or on behalf of, any Manager specifically
for use in connection with the preparation thereof.
(b) The Bank is duly organized, validly existing and in good
standing as a banking corporation under the laws of the State of Delaware,
United States, and is qualified to transact business in and is in good standing
under the laws of each state in the United States in which its activities
require such qualification, and has full power, authority and legal right to own
its properties and conduct its business as such properties are presently owned
and such business is presently conducted, and to execute, deliver and perform
its obligations under this Agreement, the Exchangeable Certificate Purchase
Agreement dated as of May 2, 1996 by and between the Bank and the Trustee (the
"Exchangeable Certificate Purchase Agreement"), the Pooling and Servicing
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Agreement, and the Certificates.
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* VISA(R) and MasterCard(R) are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
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(c) This Agreement has been duly authorized and validly executed
and delivered by the Bank.
(d) The Pooling and Servicing Agreement has been duly authorized
and, when executed and delivered by the Bank and assuming the due authorization,
execution and delivery thereof by the Trustee, will constitute a valid and
binding obligation of the Bank enforceable against the Bank in accordance with
its terms, subject to applicable bankruptcy, reorganization, insolvency and
similar laws affecting creditors' rights generally and subject, as to
enforceability, to general principles of equity (regardless of whether
enforcement is pursuant to a proceeding in equity or at law). As of the Closing
Date, the Pooling and Servicing Agreement will have been duly and validly
executed by the Bank and will conform in all material respects to the
description thereof contained in the Offering Circular.
(e) The Certificates have been duly and validly authorized by
all required action of the Bank, and when duly and validly executed and
delivered by the Bank, authenticated by or on behalf of the Trustee and
delivered in accordance with the Pooling and Servicing Agreement, and delivered
to and paid for by the Managers as provided herein, will be validly issued and
outstanding and entitled to the benefits of the Pooling and Servicing Agreement.
As of the Closing Date, the Certificates will have been duly and validly
executed by the Bank, and will conform in all material respects to the
descriptions thereof contained in the Offering Circular.
(f) The Exchangeable Certificate Purchase Agreement has been
duly authorized, executed and delivered by the Bank and assuming the due
authorization, execution and delivery thereof by the other parties thereto,
constitutes a valid and binding obligation of the Bank enforceable against the
Bank in accordance with its terms, subject to applicable bankruptcy,
reorganization, insolvency and similar laws affecting creditors' rights
generally and subject, as to enforceability, to general principles of equity
(regardless of whether enforcement is pursuant to a proceeding in equity or at
law).
(g) The Receivables delivered on the Closing Date to the Trustee
pursuant to the Pooling and Servicing Agreement will conform in all material
respects with the description thereof contained in the Offering Circular.
(h) Neither the transfer of the Receivables to the Trustee, nor
the issuance, sale and delivery of the Certificates, nor the execution or
delivery of this Agreement, the Exchangeable Certificate Purchase Agreement, or
the Pooling and Servicing Agreement, nor the consummation of any of the
transactions herein or therein contemplated, nor the fulfillment of the terms of
the Certificates, the Pooling and Servicing
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Agreement, the Exchangeable Certificate Purchase Agreement or this Agreement,
will result in the breach of any term or provision of the charter or by-laws of
the Bank, or conflict with, result in a breach, violation or acceleration of, or
constitute a default under, the terms of any indenture or other agreement or
instrument to which the Bank is a party or by which it or its properties is
bound or may be affected or any statute, order or regulation applicable to the
Bank of any court, regulatory body, administrative agency, governmental body or
arbitrator having jurisdiction over the Bank or will result in the creation of
any Lien upon any property or assets of the Bank (other than as contemplated in
the Pooling and Servicing Agreement). The Bank is not a party to, bound by, or
in breach or violation of, any indenture or other agreement or instrument, or
subject to or in violation of any statute, order or regulation of any court,
regulatory body, administrative agency, governmental body or arbitrator having
jurisdiction over it, that materially and adversely affects the ability of the
Bank to perform its obligations under this Agreement, the Pooling and Servicing
Agreement, the Exchangeable Certificate Purchase Agreement, or the Certificates.
(i) There are no charges, investigations, actions, suits, claims
or proceedings before or by any court, regulatory body, administrative agency,
governmental body or arbitrator now pending or, to the knowledge of the Bank,
threatened that, separately or in the aggregate (i) could have a material
adverse effect on (x) the general affairs, business, management financial
condition, stockholders' equity, results of operations, regulatory status or
business prospects of the Bank or (y) the ability of the Bank to perform its
obligations under this Agreement, the Exchangeable Certificate Purchase
Agreement, the Pooling and Servicing Agreement, or the Certificates, (ii) assert
the invalidity of this Agreement, the Exchangeable Certificate Purchase
Agreement, the Pooling and Servicing Agreement, or the Certificates, (iii) seek
to prevent the issuance, sale or delivery of the Certificates or any of the
transactions contemplated by this Agreement, the Exchangeable Certificate
Purchase Agreement, or the Pooling and Servicing Agreement or (iv) seek to
affect adversely the United States federal income tax attributes of the
Certificates described in the Offering Circular.
(j) No United States federal, state or local tax, including
intangibles tax or documentary stamp tax, the non-payment of which would result
in the imposition of a Lien on the Receivables or of transferee liability on the
Trustee, is imposed with respect to the conveyance of the Receivables from the
Bank to the Trust, or in connection with the issuance of the Certificates by the
Trust, or the holding of the Receivables by the Trust, or in connection with any
of the other transactions contemplated by this Agreement, the Exchangeable
Certificate
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Purchase Agreement, or the Pooling and Servicing Agreement. Any taxes, fees and
other governmental charges in connection with the execution, delivery and
issuance of the Certificates or the execution and delivery of this Agreement,
the Exchangeable Certificate Purchase Agreement, or the Pooling and Servicing
Agreement have been or will have been paid at or prior to the Closing Date.
(k) As of the Closing Date, the representations and warranties
of the Bank in the Pooling and Servicing Agreement, with regard to itself as
both seller and servicer and the Receivables (individually and in the
aggregate), will be true and correct.
(l) No consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or body is required
for the execution, delivery and performance by the Bank of or compliance by the
Bank with this Agreement, the Exchangeable Certificate Purchase Agreement, the
Pooling and Servicing Agreement, or the Certificates or the consummation of the
transactions contemplated hereby or thereby except the filing of Uniform
Commercial Code financing statements with respect to the Receivables and to the
approval of the Office of the State Banking Commissioner of the State of
Delaware, United States.
(m) Ernst & Young LLP who have audited certain financial
statements of the Bank are independent public accountants in accordance with
Rule 101 of the American Institute of Public Accountants code of professional
conduct and its interpretations and rulings.
(n) As of the close of business on April 30, 1996, the Principal
Receivables transferred to the Trust pursuant to the Pooling and Servicing
Agreement have an aggregate balance, including the Receivables in the Additional
Accounts to be added to the Trust on or prior to the Closing Date, of not less
than the sum of (i) the sum of (x) the aggregate outstanding principal amount of
all classes of all Series then outstanding, plus (y) U.S.$482,000,000, plus (ii)
7% of the sum of (x) plus (y).
(o) The Trust is not, and will not be as a result of the
issuance and sale of the Certificates, an "investment company" or a company
"controlled by" an investment company within the meaning of the Investment
Company Act of 1940, as amended (the "1940 Act").
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2. Purchase, Sale, Payment and Delivery of Certificates. On the
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basis of the representations, warranties and agreements herein contained, but
subject to the terms and conditions herein set forth, the Bank agrees to sell to
the Managers, and the Managers agree, severally and not jointly, to
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purchase from the Bank, on June 6, 1996 or on such other date as shall be
mutually agreed upon by the Bank and the Managers (the "Closing Date"),
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U.S.$400,000,000 in aggregate principal amount of the Class A Certificates and
U.S.$36,200,000 in aggregate principal amount of Class B Certificates. The
Class A Certificates being purchased by the Managers hereunder are to be
purchased at a purchase price equal to 99.85% (which represents the issue price
thereof minus management fees, underwriting fees and selling concessions) of the
principal amount thereof. The Class B Certificates being purchased by the
Managers hereunder are to be purchased at a purchase price equal to 99.80%
(which represents the issue price thereof minus management fees, underwriting
fees and selling concessions) of the principal amount thereof.
Delivery of and payment for the Certificates shall be made at the
offices of the Representative in London, England, at 2:00 p.m. London time on
the Closing Date. Payment of the purchase price for the Certificates being sold
and purchased hereunder shall be made on the Closing Date by wire transfer of
United States federal or other immediately available funds to an account to be
designated in writing three business days prior to the Closing Date by the Bank,
against delivery of the Certificates on the Closing Date. Each Class of the
Certificates so to be delivered shall initially be represented by a single
temporary global certificate in the form provided in the Pooling and Servicing
Agreement to a common depositary for Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear System (the "Euroclear Operator"),
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and for Cedel Bank, societe anonyme ("Cedel"), for credit to the respective
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accounts at the Euroclear Operator and Cedel of the Managers or for such other
accounts as they may direct.
3. Offering by Managers. The Bank understands that the Managers
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propose to offer the Certificates in the manner and upon the terms set forth in
the Offering Circular in an overseas offering that complies with the provisions
of Regulation S of the United States Securities Act of 1933, as amended (the
"Act").
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4. Certain Agreements of the Bank. The Bank covenants and agrees
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with the Managers as follows:
(a) The Bank will prepare an Offering Circular Supplement
setting forth the amount of Certificates covered thereby and the terms thereof
not otherwise specified in the Basic Offering Circular, the price at which such
Certificates are to be purchased by the Managers, the initial public offering
price, the selling concessions and allowances, and such other information as the
Bank deems appropriate. Such Base Offering Circular and Offering Circular
Supplement will be dated the date hereof and will be made available to the
Managers prior to the Closing Date in such quantities as they may reasonably
request.
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(b) For a period from the date of this Agreement until the
retirement of the Certificates, the Bank will deliver to you the annual
statements of compliance and the annual independent certified public
accountants' reports furnished to the Trustee pursuant to the Pooling and
Servicing Agreement, as soon as such statements and reports are furnished to the
Trustee.
(c) The Bank will furnish to the Managers, from time to time
prior to the completion of the distribution of the Certificates (as determined
by the Representative), the Offering Circular, and any amendments and
supplements thereto, in each case as soon as available and in such quantities as
the Managers may request.
(d) The Bank will advise the Representative promptly of any
proposal to amend or supplement the Offering Circular and will not effect any
such amendment or supplement without the consent of the Representative, which
consent shall not be unreasonably withheld.
(e) If, at any time prior to the earlier of (i) the completion
of the distribution of the Certificates (as determined by the Representative)
and (ii) the date (as determined by the Representative) which is at least 40
days after the later of the commencement of the offering and the Closing Date,
any event occurs as a result of which the Offering Circular, as then amended or
supplemented, would include an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, or if it is
necessary at any time to amend the Offering Circular, the Bank will promptly so
notify the Representative and will prepare and furnish to the Representative,
subject to prior review by the Representative as provided in paragraph (d) of
this Section 4, a reasonable number of copies of an amendment or supplement to
the Offering Circular that will correct such statement or omission.
(f) So long as any of the Certificates are outstanding, the Bank
will furnish to the Representative following each Distribution Date copies of
all reports or other communications (financial or other) furnished to holders of
the Certificates.
(g) During the period beginning on the date hereof and
continuing to and including the Business Day following the Closing Date, the
Bank will not offer, sell, contract to sell or otherwise dispose of any debt
securities of or guaranteed by the Bank which are substantially similar to the
Certificates (other than Series 1996-2) without the prior written consent of the
Representative.
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(h) The Bank will use its reasonable efforts to obtain the
listing of the Certificates on the Luxembourg Stock Exchange (the "Stock
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Exchange") on or about the Closing Date and use its reasonable efforts to cause
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such listing to be continued so long as any Certificate remains outstanding. If
the listing of the Certificates on the Stock Exchange cannot be effected or
becomes impossible, the Bank will use its reasonable efforts to obtain the
listing of the Certificates on an alternative stock exchange approved by the
Representative.
(i) The Bank will cause the Certificates to be prepared in
temporary global form and in definitive form, and will take all appropriate
action to permit the exchange of the temporary global certificate for such
certificates in definitive form, at the time and in the manner set forth in the
Pooling and Servicing Agreement.
(j) Neither the Bank nor any person acting on its behalf has
engaged or will engage in any directed selling efforts (as defined under
Regulation S of the Act) with respect to the Certificates. The Bank and any
person acting on its behalf have complied and will comply with the offering
restrictions of Regulation S under the Act. The Bank will comply with the
relevant restrictions set forth in Schedule II as though it were a Manager.
(k) To the extent, if any, that the rating provided with respect
to the Certificates by the rating agency or agencies that initially rate the
Certificates is conditional upon the furnishing of documents or the taking of
any other actions by the Bank, the Bank shall use its reasonable efforts to
furnish such documents and take any such other actions.
5. Payment of Expenses. The Bank will pay all expenses incident to
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the performance of its obligations under this Agreement, including (i) the
preparation of this Agreement, (ii) the preparation, issuance and delivery of
the Certificates to the Managers, (iii) the fees and disbursements of the Bank's
counsel and accountants, (iv) the fees and disbursements of Orrick, Herrington &
Sutcliffe, in its capacity as counsel to the Managers, but not in excess of
U.S.$25,000, (v) the printing and delivery to the Managers of copies of the
Offering Circular and of each amendment or supplement thereto, (vi) any fees
charged by rating agencies for the rating of the Certificates, (vii) the listing
of the Certificates on the Stock Exchange or such alternative stock exchange as
shall be approved pursuant to subsection 4(h) hereof, (viii) the preparation of
the Certificates in definitive form and all actions necessary to permit the
exchange of the temporary global certificate for such certificates in definitive
form in accordance with subsection 4(i) hereof and (ix) the fees and expenses of
the Trustee and its counsel.
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6. Conditions of the Obligations of the Managers. The obligations of
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the several Managers to purchase and pay for the Certificates will be subject to
the accuracy of the representations and warranties on the part of the Bank
herein, to the accuracy of the statements of officers of the Bank made pursuant
to the provisions hereof, to the performance by the Bank of its obligations
hereunder and to the following additional conditions precedent:
(a) On or prior to the date of the Offering Circular and on or
prior to the Closing Date, the Managers shall have received a letter or letters,
dated as of the date of the Offering Circular and as of the Closing Date,
respectively, of Ernst & Young LLP, Certified Public Accountants, substantially
in the form of the drafts to which you have previously agreed and otherwise in
form and substance satisfactory to you and your counsel.
(b) At the Closing Date, the Bank shall have furnished to you
certificates of an executive officer of the Bank as to the accuracy of the
representations and warranties of the Bank herein at and as of the Closing Date,
as to the performance by the Bank of all of its obligations hereunder to be
performed at or prior to such Closing Date, and as to such other matters as you
may reasonably request.
(c) David L. Nelson, counsel for the Bank, shall have furnished
to you his written opinion, addressed to you and dated the Closing Date, in form
and substance satisfactory to you and your counsel, substantially to the effect
that:
(i) The Bank has been duly incorporated and is validly
existing as a bank in good standing under the laws of the State of
Delaware, United States, with full power and authority (corporate and
other) to own its properties and conduct its business, as presently
owned and conducted by it, and to enter into and perform its
obligations under this Agreement, the Exchangeable Certificate
Purchase Agreement and the Pooling and Servicing Agreement
(collectively, referred to in this subsection (e) as the
"Agreements"), and the Certificates and had at all times, and now has,
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the power, authority and legal right to acquire, own and transfer the
Receivables;
(ii) The Bank is duly qualified to do business and is in
good standing, and under state laws, as they are currently interpreted
and enforced, has obtained all
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necessary licenses and approvals in each jurisdiction in which failure
to qualify or to obtain such licenses or approvals would materially
and adversely affect the enforceability of any Receivable by the Bank
or the Trustee or would adversely affect the ability of the Bank to
perform its obligations under the Agreements or the Certificates;
(iii) The Certificates have been duly authorized,
executed and delivered by the Bank and, when duly authenticated by the
Trustee in accordance with the terms of the Pooling and Servicing
Agreement and delivered to and paid for by the Managers in accordance
with the terms of this Agreement, will be validly issued and
outstanding and entitled to the benefits provided by the Pooling and
Servicing Agreement;
(iv) Each of the Agreements has been duly authorized,
executed and delivered by the Bank and constitutes the legal, valid
and binding agreement of the Bank enforceable against the Bank in
accordance with its terms, subject, as to enforceability to (A) the
effect of bankruptcy, insolvency, moratorium, receivership,
reorganization, liquidation and other similar laws relating to or
affecting the rights and remedies of creditors generally, and (B) the
application of principles of equity (regardless of whether considered
and applied in a proceeding in equity or at law) and the rights and
powers of the FDIC;
(v) The Trust is not now, and immediately following
the sale of the Certificates pursuant to the Underwriting Agreement
will not be, required to register under the 1940 Act;
(vi) No consent, approval, authorization or order of
any governmental agency or body is required for (A) the execution,
delivery and performance by the Bank of its obligations under the
Agreements or the Certificates, or (B) the issuance or sale of the
Certificates, except the filing of Uniform Commercial Code financing
statements with respect to the Receivables and the approval of the
Office of the State
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Banking Commissioner of the State of Delaware, United States;
(vii) To the knowledge of such counsel, neither the
execution and delivery of the Agreements or the Certificates by the
Bank nor the performance by the Bank of the transactions therein
contemplated nor the fulfillment of the terms thereof does or will
result in any violation of any statute or regulation or any order or
decree of any court or governmental authority binding upon the Bank or
its property, or conflict with, or result in a breach or violation of
any term or provision of, or result in a default under any of the
terms and provisions of, the Bank's charter or by-laws or any material
indenture, loan agreement or other material agreement to which the
Bank is a party or by which the Bank is bound;
(viii) To the knowledge of such counsel after due
investigation, there are no legal or governmental proceedings pending
to which the Bank is a party or to which the Bank is subject which,
individually or in the aggregate (A) would have a material adverse
effect on the ability of the Bank to perform its obligations under the
Agreements or the Certificates, (B) assert the invalidity of the
Agreements or the Certificates, (C) seek to prevent the issuance, sale
or delivery of the Certificates or any of the transactions
contemplated by the Agreements or (D) seek to affect adversely the
United States federal income tax attributes of the Certificates
described in the Offering Circular;
(ix) Such counsel has not independently verified and is
not passing upon, and does not assume any responsibility for, the
accuracy, completeness or fairness of the information contained in the
Offering Circular. Based upon discussion with the Bank, its
accountants and others, however, no facts have come to its attention
that cause it to believe that the Offering Circular (except for the
financial statements, financial schedules and other financial and
statistical data included therein, as to which such counsel expresses
no view), contains any untrue statement of a material fact or omits
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to state a material fact required to be stated therein or necessary in
order to make the statements therein not misleading.
(d) You shall have received a letter of Skadden, Arps,
Slate, Meagher & Flom, special counsel for the Bank, to the effect that you
may rely on those provisions of their opinions to Moody's Investors
Service, Inc. and Standard & Poor's Ratings Services, a Division of The
McGraw-Hill Companies, Inc. ("Standard & Poor's")(each such opinion
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referred to herein as a "Rating Agency Opinion") with respect to certain
---------------------
matters relating to the transfer of the Receivables to the Trust, with
respect to the perfection of the Trust's interest in the Receivables and
with respect to other related matters.
(e) You shall have received an opinion of Skadden, Arps,
Slate, Meagher & Flom, special counsel to the Bank, addressed to you, dated
the Closing Date and satisfactory in form and substance to you and your
counsel, to the effect that the Certificates will be treated as
indebtedness for United States federal income tax purposes and for Delaware
income tax purposes .
(f) You shall have received from Skadden, Arps, Slate,
Meagher & Flom, special counsel to the Bank, such opinion or opinions,
dated the Closing Date, substantially to the effect that:
(i) Each of the Pooling and Servicing Agreement
and the Exchangeable Certificate Purchase Agreement (collectively
referred to in this subsection (h) as the "Agreements") constitutes
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the valid and binding obligation of the Bank, enforceable against the
Bank in accordance with its terms, except (x) to the extent that the
enforceability thereof may be limited by (a) bankruptcy, insolvency,
receivership, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally and the
rights of creditors of Delaware chartered banks as the same may be
applied in the event of the bankruptcy, insolvency, receivership,
reorganization, moratorium or other similar event in respect of the
Bank, (b) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity) and
(c) the qualification that certain of the remedial provisions of the
Agreements
12
<PAGE>
may be unenforceable in whole or in part, but the inclusion of such
provisions does not affect the validity of the Agreements taken as a
whole, and the Agreements, together with applicable law, contain
adequate provisions for the practical realization of the benefits of
the security created thereby and (y) such counsel expresses no opinion
as to the enforceability of any rights to contribution or
indemnification which are violative of public policy underlying any
law, rule or regulation;
(ii) The Certificates, when executed and
authenticated in accordance with the terms of the Pooling and
Servicing Agreement and delivered to and paid for by the Managers
pursuant to this Agreement, will be duly and validly issued and
outstanding and will be entitled to the benefits of the Pooling and
Servicing Agreement;
(iii) This Agreement has been duly authorized,
executed and delivered by the Bank;
(iv) Neither the execution, delivery or
performance by the Bank of the Agreements or this Agreement, nor the
compliance by the Bank with the terms and provisions thereof or
hereof, will contravene any provision of any applicable law;
(v) Based on such counsel's review of
applicable laws, no governmental approval, which has not been obtained
or taken and is not in full force and effect, is required to authorize
or is required in connection with the execution, delivery or
performance of the Agreements by the Bank;
(vi) The Certificates, the Agreements and this
Agreement conform in all material respects to the descriptions thereof
contained in the Offering Circular;
(vii) The Pooling and Servicing Agreement is not
required to be qualified under the Trust Indenture Act of 1939, as
amended, and the Trust is not required to be registered under the 1940
Act; and
13
<PAGE>
(viii) The statements in the Offering Circular
under the heading "Certain Legal Aspects of the Receivables", to the
extent that they constitute matters of law or legal conclusions with
respect thereto, have been reviewed by such counsel and are correct in
all material respects.
Such opinion shall also state that such counsel has
participated in conferences with officers and representatives of the Bank,
counsel for the Bank, representatives of the independent accountants of the
Bank and the Managers at which the contents of the Offering Circular and
related matters were discussed and, although such counsel need not pass
upon, and need not assume any responsibility for, the accuracy,
completeness or fairness of the statements contained in the Offering
Circular and shall have made no independent check or verification thereof,
except for those made under the caption "Certain Legal Aspects of the
Receivables" to the extent set forth in paragraph (viii) above, on the
basis of the foregoing, no facts shall have come to such counsel's
attention that shall have led such counsel to believe that the Offering
Circular, as of its date, contained an untrue statement of a material fact
or omitted to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were
made, not misleading, except that such counsel need not express an opinion
or belief with respect to the financial statements, schedules and other
financial information included in such opinion or excluded therefrom.
(g) McGuire Woods Battle & Boothe, L.L.P., counsel for
The Bank of New York, a New York banking corporation (the "Agent"), in
-----
connection with the Agency Agreement dated as of December 4, 1995 between
the Agent and the Trustee (the "Agency Agreement"), and special counsel to
----------------
the Trustee shall have furnished to you their written opinion, addressed to
you and dated the Closing Date, in form and substance satisfactory to you
and your counsel, substantially to the effect that:
(i) the Agent is a banking corporation duly
organized, validly existing and in good standing under the laws of the
State of New York, United States, and has the corporate power and
authority to execute, deliver and perform its obligations under the
Agency Agreement;
14
<PAGE>
(ii) the Certificates have been duly
authenticated by the Agent pursuant to the Agency Agreement and in
accordance with the Pooling and Servicing Agreement;
(iii) the Trustee has been duly incorporated, and
is validly existing in good standing as a banking corporation under
the laws of the State of Delaware, United States, and has the
corporate power and authority to execute, deliver and perform its
obligations under the Supplement and to perform its obligations under
the Pooling and Servicing Agreement;
(iv) each of the Supplement and the Exchangeable
Certificate Purchase Agreement has been duly authorized, executed and
delivered by the Trustee, and each of the Pooling and Servicing
Agreement and the Exchangeable Certificate Purchase Agreement
constitutes the valid and binding obligation of the Trustee,
enforceable against the Trustee in accordance with its terms, except
(x) to the extent that the enforceability thereof may be limited by
(a) bankruptcy, insolvency, receivership, reorganization, moratorium
or other similar laws now or hereafter in effect relating to
creditors' rights generally and the rights of creditors of Delaware
chartered banks as the same may be applied in the event of the
bankruptcy, insolvency, receivership, reorganization, moratorium or
other similar event in respect of the Trustee, (b) general principles
of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity) and (c) the qualification that certain
of the remedial provisions of the Pooling and Servicing may be
unenforceable in whole or in part, but the inclusion of such
provisions does not affect the validity of the Pooling and Servicing
taken as a whole, and the Pooling and Servicing Agreement, together
with applicable law, contain adequate provisions for the practical
realization of the benefits of the security created thereby and (y)
such counsel expresses no opinion as to the enforceability of any
rights to contribution or indemnification which are violative of
public policy underlying any law, rule or regulation;
15
<PAGE>
(v) the execution and delivery of the Supplement
and the Exchangeable Certificate Purchase Agreement and the
performance of the terms thereof and of the Pooling and Servicing
Agreement, by the Trustee does not conflict with or constitute a
breach of or default under the charter or by-laws of the Trustee or
any agreement, indenture or other instrument, in each case known to
us, to which the Trustee is a party or by which it or any of its
properties may be bound, and does not violate any law, governmental
rule or regulation of the State of Delaware, United States, or any
United States federal law of the United States of America governing
the banking or trust powers of the Trustee or any court decree known
to us to be applicable to the Trustee; and
(vi) no consent, approval or authorization of, or
registration, declaration or filing with, any court or governmental
agency or body having jurisdiction in the premises is required under
Delaware law for the valid execution and delivery by the Trustee of
the Supplement and the Exchangeable Certificate Purchase Agreement, or
the performance of the terms thereof or of the Pooling and Servicing
Agreement.
(h) You shall have received from Orrick, Herrington & Sutcliffe,
special counsel for the Managers, such opinion or opinions, dated the
Closing Date, in form and substance satisfactory to the Representative, and
the Bank shall have furnished to such counsel such documents as they may
request for the purpose of enabling them to pass upon such matters.
(i) You shall have received evidence satisfactory to you and your
counsel that, on or before the Closing Date, UCC-1 financing statements
have been filed in the appropriate filing offices of the State of Delaware,
United States, and such other jurisdictions as counsel to the Bank deems
appropriate to reflect the interest of the Trustee in the Receivables.
(j) The Class A Certificates shall be rated "AAA" by Standard &
Poor's and "Aaa" by Moody's Investors Service, Inc. and the Class B
Certificates shall be rated "A" by Standard & Poor's and rated "A2" by
Moody's Investors Service, Inc. on the Closing Date,
16
<PAGE>
and letters to such effect dated the Closing Date shall have been received
from each Rating Agency.
(k) You shall have received evidence satisfactory to you
that, on or before the Closing Date, the Bank shall have received the
approval of the Office of the State Banking Commissioner of the State of
Delaware, United States, to the transaction.
(l) An Agency Agreement among First USA Bank, Union Bank of
Switzerland, London Branch, Banque Internationale a Luxembourg, S.A. and
The Bank of New York relating to the Certificates shall have been executed
by the parties thereto.
(m) All proceedings in connection with the transactions
contemplated by this Agreement and all documents incident thereto shall be
satisfactory in form and substance to you and your counsel, and you and
your counsel shall have received such information, certificates and
documents as any of them may reasonably request.
7. Indemnification and Contribution.
--------------------------------
(a) The Bank agrees to indemnify and hold harmless each
Manager and each person, if any, who controls any Manager within the
meaning of Section 15 of the Act and under Section 20 of the Exchange Act
against any and all losses, claims, damages or liabilities to which they
may become subject insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the
Offering Circular, or in any revision or amendment thereof or supplement
thereto or any related preliminary offering circular, or arise out of or
are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading, and agrees to reimburse each such indemnified party
for any legal or other expenses reasonably incurred by it in connection
with investigating or defending any such loss, claim, damage, liability or
action as such expenses are incurred; provided, however, that the Bank will
-------- -------
not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with written information furnished to the
Bank by any Manager specifically for use therein or any
17
<PAGE>
revision or amendment thereof or supplement thereto. The foregoing
indemnification with respect to any preliminary offering circular or
offering circular supplement shall not inure to the benefit of any Manager
from whom the person asserting any such losses, claims, damages or
liabilities purchased Certificates, or any person controlling such Manager,
if a copy of the Offering Circular (as then amended or supplemented if the
Bank shall have furnished any amendments or supplements thereto) was not
sent or given by or on behalf of such Manager to such person, if such is
required by law, at or prior to the written confirmation of the sale of
such Certificates to such person and if the Offering Circular (as so
amended or supplemented) would have cured the defect giving rise to such
loss, claim, damage or liability provided that the Bank shall have
identified to the Representative in writing such defect prior to the
delivery of such written confirmation by such Manager to such person.
(b) Each Manager severally and not jointly agrees to indemnify
and hold harmless the Bank, its directors, each of the Bank's officers who
participated in the issuance of the Certificates and each person, if any,
who controls the Bank within the meaning of Section 15 of the Act and under
Section 20 of the Exchange Act against any and all losses, claims, damages
or liabilities to which they may become subject insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement of any
material fact contained in the Offering Circular, or in any revision or
amendment thereof or supplement thereto or any related preliminary offering
circular or offering circular supplement, or arise out of or are based upon
the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written
information furnished to the Bank by such Manager specifically for use
therein or any revision or amendment thereof or supplement thereto, and
agrees to reimburse such indemnified party for any legal or other expenses
reasonably incurred by them in connection with investigating or defending
any such loss, claim, damage or liability or action as such expenses are
incurred.
(c) Promptly after receipt by an indemnified party under this
Section 7 of the commencement of
18
<PAGE>
any action, such indemnified party will, if a claim in respect thereof is
to be made against the indemnifying party under this Section 7, notify the
indemnifying party in writing of the commencement thereof; but the omission
so to notify the indemnifying party will not relieve the indemnifying party
from any liability which it may have to any indemnified party otherwise
than under this Section 7. In case any such action is brought against any
indemnified party and it notified the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may elect by written notice
delivered to the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section 7 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than
reasonable costs of investigation. No indemnifying party shall, without
the prior written consent of the indemnified party, effect any settlement
of any pending or threatened proceeding in respect of which any indemnified
party is or could have been a party and indemnity could have been sought
hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on
claims that are the subject matter of such proceeding.
(d) If the indemnification provided for in this Section 7 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute
to the amount paid or payable by such indemnifying party as a result of the
losses, claims, damages or liabilities referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative
benefits received by the Bank on the one hand and the respective Manager on
the other from the offering of the Certificates or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Bank on
the one hand and of the respective Manager on the other in connection with
the statements or omissions which resulted in such losses, claims, damages
or liabilities as well as any
19
<PAGE>
other relevant equitable considerations. The relative benefits received by
the Bank on the one hand and the respective Manager on the other shall be
deemed to be in the same proportion as the total net proceeds from the
offering (before deducting expenses) received by the Bank bear to the total
managing discounts and commissions received by such Manager. The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied
by the Bank or by any Manager and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such untrue
statement or omission. The amount paid by an indemnified party as a result
of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any action or claim which is the subject of
this subsection (d). Notwithstanding the provisions of this subsection
(d), each Manager shall not be required to contribute any amount in excess
of the managing discount or commission applicable to the Certificates
purchased by it hereunder. The Bank and the Managers agree that it would
not be just and equitable if contribution pursuant to this subsection (d)
were determined by pro rata allocation or by any other method of allocation
which does not take account of any of the equitable considerations referred
to above in this subsection (d). No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
8. Survival. The Bank and the Managers agree that the
--------
respective representations, warranties and agreements made by them herein
and in any certificate or other instrument delivered pursuant hereto shall
be deemed to be relied upon, in the case of the Bank, by each Manager and,
in the case of the Managers, by the Bank, notwithstanding any investigation
heretofore or hereafter made by or on behalf of the Bank or the Managers,
and that the respective representations, warranties and agreements
(including without limitation the indemnity and contribution agreement)
made by the Bank and the Managers herein or in any such certificate or
other instrument shall survive the delivery of and payment for the
Certificates.
20
<PAGE>
9. Termination. (a) This Agreement may be terminated in the sole
-----------
discretion of the Managers by notice to the Bank given at or prior to
the Closing Date in the event that the Bank shall have failed, refused or
been unable to perform all obligations and satisfy all conditions on its
part to be performed or satisfied hereunder at or prior thereto.
Termination of this Agreement pursuant to this subsection 9(a) shall be
without liability of any party to any other party except as provided in
Sections 5 and 7 hereof.
(b) Notwithstanding anything contained in this Agreement to the
contrary, the Representative on behalf of the Managers may by notice to the
Bank terminate this Agreement at any time before the time on the Closing
Date when payment would otherwise be due hereunder to the Bank in respect
of the Certificates if, in the opinion of the Representative there shall
have occurred (i) any change, or any development involving a prospective
change, in or affecting particularly the business or properties of the
Trust, or the Bank which materially impairs the investment quality of the
Certificates or makes it impractical or inadvisable to market the
Certificates; or (ii) there shall have been such a change in the national
or international financial, political or economic conditions or currency
exchange rates or exchange controls as would be likely to prejudice
materially the success of the offering and the distribution of the
Certificates or dealings in the Certificates in the secondary market and,
upon notice being given, the parties to this Agreement shall (except for
the liability of the Bank in relation to expenses as provided in Section 5
hereof and except for any liability arising before or in relation to such
termination) be released and discharged from their respective obligations
under this Agreement.
10. Representation of the Managers. Each Manager represents and
------------------------------
warrants to, and agrees with, the Bank that (a) it has not offered or sold,
and shall not offer or sell any Certificates to persons in the United
Kingdom except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses or otherwise in circumstances
which do not constitute an offer to the public in the United Kingdom for
the purposes of the Public Offers Securities Regulations 1995, (b) it has
complied with and shall comply with all applicable provisions of the Public
Offer of Securities Regulations 1995 and the Financial Services Act 1986
with respect to anything done by it in connection with the Certificates
21
<PAGE>
in, from or otherwise involving the United Kingdom and (c) it has only
issued or passed on and shall only issue or pass on in the United Kingdom
any document in connection with the issue of the Certificates to a person
who is of a kind described in Article 11(3) of the Financial Services Act
1986 (Investment Advertisements) (Exemptions) Order 1995 to whom the
document may otherwise lawfully be issued or be passed on.
11. Notices. All communications provided for or permitted
-------
hereunder shall be in writing and shall be deemed to have been duly given
if personally delivered, sent by overnight courier or mailed by registered
mail, postage prepaid and return receipt requested, or transmitted by
telex, telegraph or telecopier and confirmed by a similar mailed writing,
if to (a) the Managers, addressed to them c/o UBS Limited, 100 Liverpool
Street, London EC2M 2RH, Attention: Debt New Issues, or to such other
address as the Managers may designate in writing to the Bank or (b) the
Bank, addressed to the Bank at 201 North Walnut Street, Wilmington,
Delaware 19801, Attention: Executive Vice President - Finance & Accounting,
with a copy to First USA, Inc., 1601 Elm Street, 46th Floor, Dallas, Texas
75201, Attention: Senior Vice President - Finance & Accounting.
12. Selling Restrictions. Each Manager agrees that it will comply
--------------------
with the restrictions on offers, sales and deliveries of the Certificates
set forth in Schedule II to this Agreement and the Offering Circular and
hereby makes the representations and covenants therein.
13. Secondary Trusts. Each Manager, severally, represents that it
----------------
will not, at any time that such Manager is acting as a "manager" with
respect to the Certificates, transfer, deposit or otherwise convey any
Certificates into a trust or other type of special purpose vehicle that
issues securities or other instruments backed in whole or in part by, or
that represents interests in, such Certificates without the prior written
consent of the Bank.
14. Successors. This Agreement shall inure to the benefit of and
----------
be binding upon the parties hereto and their respective successors and
assigns. Nothing expressed herein is intended or shall be construed to
give any person other than the persons referred to in the preceding
sentence any legal or equitable right, remedy or claim under or in respect
of this Agreement.
22
<PAGE>
15. Severability of Provisions. Any covenant, provision,
--------------------------
agreement or term of this Agreement that is prohibited or is held to be
void or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof.
16. Entire Agreement. This Agreement constitutes the entire
----------------
agreement and understanding of the parties hereto with respect to the
matters and transactions contemplated hereby and supersedes all prior
agreements and understandings whatsoever relating to such matters and
transactions.
17. Amendment. Neither this Agreement nor any term hereof may
---------
be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against whom enforcement of the
change, waiver, discharge or termination is sought.
18. Headings. The headings in this Agreement are for the
--------
purposes of reference only and shall not limit or otherwise affect the
meaning hereof.
19. Counterparts. This Agreement may be executed in
------------
counterparts, each of which shall constitute an original, but all of which
shall together constitute one instrument.
20. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
-------------
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED
STATES OF AMERICA, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS
THEREOF.
23
<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us the enclosed duplicate hereof,
whereupon it will be a binding agreement among the undersigned in
accordance with its terms.
Very truly yours,
FIRST USA BANK,
as Transferor and Servicer
By:/s/Steven L. McDonald
----------------------------
Name: Steven L. McDonald
Title: Senior Vice President
The foregoing Underwriting Agreement
is hereby agreed to as of the date
first above written.
UBS LIMITED,
for itself and as Representative
of the several Managers named in
Schedule I hereto
By:/s/ C. A. Stewart
-------------------------------
Name: C. A. Stewart
Title: Executive Director
By:/s/ Su-Ling Voon
------------------------------
Name: Su-Ling Voon
Title: Assistant Director
<PAGE>
Schedule I
----------
<TABLE>
<CAPTION>
Aggregate Principal
Amount of the Class A
Manager Certificates
- ------- ---------------------
<S> <C>
UBS Limited................................. U.S.$355,000,000
Swiss Bank Corporation...................... U.S.$ 45,000,000
---------------------
Total.................................. U.S.$400,000,000
=====================
Aggregate Principal
Amount of the Class B
Manager Certificates
- ------- ---------------------
UBS Limited................................. U.S.$31,200,000
Swiss Bank Corporation...................... U.S.$ 5,000,000
---------------------
Total.................................. U.S.$36,200,000
=====================
</TABLE>
<PAGE>
Schedule II
-----------
Selling Restrictions
--------------------
1. The Certificates have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "Act") and
---
may not be offered or sold within the United States or to, or for the
account or benefit of, United States persons except in accordance with
Regulation S under the Act or pursuant to an exemption from the
registration requirements of the Act. We have offered and sold the
Certificates, and will offer and sell the Certificates (i) as part of their
distribution at any time and (ii) otherwise until 40 days after the later
of the commencement of the offering and the closing date, only in
accordance with Rule 903 of Regulation S under the Act ("Regulation S").
------------
Accordingly, neither we, our affiliates nor any persons acting on our or
their behalf have engaged or will engage in any directed selling efforts
with respect to the Certificates, and we and they have complied and will
comply with the offering restrictions requirement of Regulation S. We
agree that, at or prior to confirmation of the sale of Certificates, we
will have sent to each distributor, dealer or person receiving a selling
concession, fee or other remuneration that purchases Certificates from us
during the Restricted Period a confirmation or notice to substantially the
following effect:
"The Certificates covered hereby have not been registered under
the United States Securities Act of 1933, as amended, (the "Act") and
---
may not be offered and sold within the United States or to, or for the
account or benefit of, United States persons (i) as part of their
distribution at any time or (ii) otherwise until 40 days after the
later of the commencement of the offering and the closing date, except
in either case in accordance with Regulation S under the Act
("Regulation S"). Terms used above have the meaning given to them by
--------------
Regulation S."
Terms used in this paragraph 1 have the meanings given to them by
Regulations S.
2. We have not entered and will not enter into any contractual
arrangement with respect to the distribution or delivery of the
Certificates, except with our affiliates or with the prior written consent
of the Bank.
<PAGE>
3. In addition,
(a) except to the extent explicitly permitted under U.S. Treas.
Reg. (S) 1.163-5(c)(2)(i)(D) (the "D Rules"), we represent, covenant
-------
and agree that (i) we have not offered or sold, and during the
Restricted Period will not offer or sell, Certificates to a person who
is within the United States or its Possessions or to a United States
person, and (ii) in connection with the sale of Certificates during
the Restricted Period we have not delivered and will not deliver
within the United States or its Possessions Certificates in definitive
form;
(b) we represent, covenant and agree that we have, and throughout
the Restricted Period will have, in effect procedures reasonably
designed to ensure that our employees or agents who are directly
engaged in selling Certificates are aware that such Certificates
cannot be offered or sold during the Restricted Period to a person who
is within the United States or its Possessions or to a United States
person, except as explicitly permitted by the D Rules;
(c) if we are a United States person to which a Certificate may
be sold pursuant to the D Rules, we represent, covenant and agree that
we are acquiring the Certificates for purposes of resale in connection
with their original issuance and if we retain Certificates for our own
account, we will only do so in accordance with the requirements of
U.S. Treas. Reg. (S) 1.163-5(c)(2)(i)(D)(6); and
(d) we will not permit any Affiliate (within the meaning of U.S.
Treas. Reg. (S) 1.163-5(c)(2)(i)(D) (4)(iii)), Distributor (within the
meaning of Treas. Reg. (S) 1.163-5(c)(2)(i)(D)(4)) or any other person
to acquire any Certificates for the purpose of offering or selling
them during the Restricted Period unless such affiliate, distributor
or other person provides us (for your benefit and the benefit of the
Trustee) with the representations and agreements contained in clauses
(1), (2) and (3).
Terms used in this paragraph 3 as defined terms and not otherwise defined
have the meanings given to them by the United States Internal Revenue Code
of 1986, as amended, and the Treasury regulations thereunder, including the
D Rules.
4. Each Manager represents and warrants to, and agrees with, the
Bank that (a) it has not offered or sold, and shall not offer or sell any
Certificates to persons in the United Kingdom except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of
<PAGE>
investments (as principal or agent) for the purposes of their businesses or
otherwise in circumstances which do not constitute an offer to the public
in the United Kingdom for the purposes of the Public Offers Securities
Regulations 1995, (b) it has complied with and shall comply with all
applicable provisions of the Public Offer Securities Regulations 1995 and
the Financial Services Act 1986 with respect to anything done by it in
connection with the Certificates in, from or otherwise involving the United
Kingdom and (c) it has only issued or passed on and shall only issue or
pass on in the United Kingdom any document in connection with the issue of
the Certificates to a person who is of a kind described in Article 11(3) of
the Financial Services Act 1986 (Investment Advertisements) (Exemptions)
Order 1995 to whom the document may otherwise lawfully be issued or be
passed on.
5. No action has been or will be taken by the Bank or any other
person that would permit the offer or sale of the Certificates or the
distribution of the Offering Circular or any other offering material
relating to the Certificates in a jurisdiction where action for that
purpose is required. The Bank shall have no responsibility with respect to
the right of any person to offer or sell Certificates or to distribute the
Offering Circular or any other offering material relating to the
Certificates in any jurisdiction. Accordingly, no Manager shall offer or
sell any Certificates, or distribute the Offering Circular or any other
offering material relating to the Certificates, in any jurisdiction except
in compliance with applicable law. Each Manager shall obtain any consent,
approval or authorization required for it to offer or sell Certificates, or
to distribute the Offering Circular or any other offering material relating
to the Certificates, under the laws or regulations of any jurisdiction
where it proposes to make offers or sales of Certificates, or to distribute
the Offering Circular or any other offering material relating to the
Certificates.
6. Each Manager will, unless prohibited by applicable law,
furnish to each person to whom it offers or sells Certificates a copy of
the Offering Circular (and any amendments and supplements thereto) or
(unless delivery of the Offering Circular is required by applicable law)
inform each such person that a copy will be made available upon request.
No Manager is authorized to give any information or to make any
representation not contained in the Offering Circular in connection with
the offer and sale of Certificates.
<PAGE>
EXHIBIT 99
- --------------------------------------------------------------------------------
FIRST USA BANK
Transferor and Servicer
and
THE BANK OF NEW YORK (DELAWARE)
on behalf of the Certificateholders
_____________________________
SERIES 1996-3 SUPPLEMENT
Dated as of June 6, 1996
to
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1992, as amended
_____________________________
$482,000,000
FIRST USA CREDIT CARD MASTER TRUST
Series 1996-3
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
Page
- ------------------------------------
SECTION 1.Designation.............. 1
SECTION 2.Definitions.............. 2
SECTION 3.Reassignment and
Transfer Terms.................... 29
SECTION 4.Delivery and Payment
for the Series 1996-3
Certificates 29
SECTION 5.Form of Delivery of
Series 1996-3 Certifi
cates 29
SECTION 6.Article IV of Agree
ment............................... 29
Article IVRights of Certificate
holders and Allocation
and Application of
Collections 31
Section 4.04 Rights of Certificate
holders............................. 31
Section 4.05Collections and Allo
cation.............................. 32
Section 4.06Determination of
Monthly Interest for
the Series 1996-3 Cer
tificates 37
Section 4.07Determination of
Monthly Principal................... 40
Section 4.08Coverage of Required
Amount for the Inves
tor Certificates 41
Section 4.09Monthly Payments........ 43
1
<PAGE>
Page
----
Section 4.10 Payment of Certificate Interest..................... 49
Section 4.11 [Reserved].......................................... 49
Section 4.12 Investor Charge-Offs................................ 49
Section 4.13 Excess Finance Charge
Collections for the
Series 1996-3 Certifi-
cates............................................... 51
Section 4.14 Reallocated Principal
Collections for the
Series 1996-3 Certifi-
cates............................................... 54
Section 4.15 Determination of LIBOR.............................. 56
Section 4.16 Principal Funding Ac-
count............................................... 58
Section 4.17 Reserve Account..................................... 59
SECTION 7. Article V of the
Agreement........................................... 61
Article V Distributions and
Reports to Investor
Certificateholders.................................. 62
Section 5.01 Distributions....................................... 62
Section 5.02 Monthly
Certificateholders'
Statement........................................... 64
SECTION 8. Article VI of the
Agreement........................................... 66
Article VI The Certificates.................................... 67
Section 6.15 Global Certificates................................. 67
ii
<PAGE>
Page
----
Section 6.16 Exchange of Temporary
Global Certificates
for Bearer Certifi-
cates............................................... 68
Section 6.17 Monthly Payment Cou-
pons................................................ 70
SECTION 9. Series 1996-3 Pay Out
Events.............................................. 71
SECTION 10. Rights of Series 1996-
3 Certificateholders
Upon the Occurrence of
Certain Events...................................... 74
SECTION 11. Series 1996-3 Termina-
tion................................................ 75
SECTION 12. Periodic Finance
Charges and Other Fees.............................. 75
SECTION 13. Transfers of CIA Cer-
tificates; Legends.................................. 75
SECTION 14. Tax Characterization
of the CIA Certifi-
cates............................................... 77
SECTION 15. Amendment and Ratifi-
cation of Agreement................................. 77
SECTION 16. Counterparts........................................ 77
SECTION 17. GOVERNING LAW....................................... 78
SECTION 18. Additional Representa-
tions and Warranties
of the Servicer..................................... 78
iii
<PAGE>
EXHIBITS
EXHIBIT A-1 Form of Class A Temporary Global Certificate
EXHIBIT A-2 Form of Class A Bearer Certificate
EXHIBIT B-1 Form of Class B Temporary Global Certificate
EXHIBIT B-2 Form of Class B Bearer Certificate
EXHIBIT C Form of CIA Certificate
EXHIBIT D Form of Monthly Allocations and Payment Instructions and
Notification to the Trustee
EXHIBIT E Form of Monthly Certificateholders'
Statement
EXHIBIT F-1 Form of Class [A/B] Interest Coupon
EXHIBIT F-2 Form of Class [A/B] Special Coupon
EXHIBIT F-3 Form of Monthly Payment Coupon
EXHIBIT G-1 Form of Clearance System Certificate to be Given to the
Trustee by Euroclear or Cedel
EXHIBIT G-2 Form of Certificate to be Delivered to Euroclear or Cedel by
a Beneficial Owner of Certificates
iv
<PAGE>
SERIES 1996-3 SUPPLEMENT, dated as of June 6, 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 Transferor 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 1996-3 (the "Series 1996-3
-------------
Certificates").
- ------------
Pursuant to this Series Supplement, the Transferor and the Trustee
shall create a new Series of Investor Certificates and shall specify the
Principal Terms thereof.
SECTION 1. Designation. (a) There is hereby created a Series of
-----------
Investor Certificates to be issued pursuant to the Agreement and this Series
Supplement to be known generally as the "Series 1996-3 Certificates." The
--------------------------
Series 1996-3 Certificates shall be issued in three Classes, which shall be
designated generally as the Class A Floating Rate Asset Backed Certificates,
Series 1996-3 (the "Class A Certificates"), the Class B Floating Rate Asset
--------------------
Backed Certificates, Series 1996-3 (the "Class B Certificates") and the CIA
--------------------
Certificates, Series 1996-3 (the "CIA Certificates"). The CIA 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 subsection
-------- -------
6.09(b) with respect to the delivery of an Opinion of Counsel to the effect that
a newly issued Series of Investor Certificates will be treated as debt for
Federal income tax purposes will not apply to the CIA Certificates.
<PAGE>
(b) Series 1996-3 shall be included in the Group E1 Series (as
defined below) and shall be a Sharing Series (as defined below). Series 1996-3
will not be subordinated to any other Series.
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 not otherwise defined herein are defined in the
Agreement. Each capitalized term defined herein shall relate only to the Series
1996-3 Certificates and no other Series of Certificates issued by the Trust.
"A/B Distribution Account" shall have the meaning specified in
------------------------
subsection 4.02(c)(i) of the Agreement.
"Accumulation Period" shall mean, unless a Pay Out Event shall have
-------------------
occurred prior thereto, the period commencing at the close of business on May
31, 1998, or such later date as is determined in accordance with subsection
4.09(i) of the Agreement and ending on the first to occur of (a) the
commencement of the Rapid Amortization Period and (b) the Series 1996-3
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 Initial Invested Amount, (b) the initial invested amounts of all
outstanding Series (other than Series 1996-3) 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 assigned such term
--------------------------
in subsection 4.09(i) of the Agreement.
"Accumulation Shortfall" shall initially mean zero and shall
----------------------
thereafter mean, with respect to any Month-
2
<PAGE>
ly 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 4.09(e)(i) with respect to
the Class A Certificates for the previous Monthly Period.
"Adjusted Invested Amount" shall mean, with respect to any date of
------------------------
determination, an amount equal to the sum of the Class A Adjusted Invested
Amount, the Class B Adjusted Invested Amount and the CIA Adjusted Invested
Amount.
"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 1996-3
-------------------
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 Class A
Certificateholders of the Class A Invested Amount, to the Class B
Certificateholders of the Class B Invested Amount and to the CIA
Certificateholders of the CIA Invested Amount, and (ii) the Scheduled Series
1996-3 Termination Date.
"Available Investor Principal Collections" shall mean, with respect to
----------------------------------------
any Monthly Period, an amount equal to (a) 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 Monthly Period, (ii)
any Unallocated Principal Collections allocated to the Investor Certificates on
deposit in the Principal Account on the following Distribution Date, (iii) the
amount, if any, of Collections of Finance Charge Receivables and Excess Finance
Charge Collections to be distributed pursuant to subsection 4.09(a)(iii) with
respect to the following Distribution Date, (iv) the amount, if any, of Excess
Finance Charge Collections to be distributed pursuant to subsections 4.13(b),
(d), (e), (h) and (i) on the following Transfer Date, and (v) with respect to
the Amortization Period, the amount applied with respect to the CIA
3
<PAGE>
Investor Default Amount pursuant to the Exchangeable Certificate Purchase
Agreement, minus (b) the amount of Reallocated Principal Collections with
-----
respect to such Monthly Period which are required to fund a deficiency pursuant
to Section 4.14 for such Distribution Date, if any.
"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 subsection 4.13(j) 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 weighted average of the Class A Certificate Rate, the Class B Certificate
Rate and the CIA Certificate Rate as of the last day of such Monthly Period
(weighted based on the Class A Invested Amount, the Class B Invested Amount and
the CIA Invested Amount, respectively, 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 and the denominator of
which is the Invested Amount each as of the last day of such Monthly Period.
4
<PAGE>
"Bearer Certificates" shall have the meaning specified in subsection
-------------------
6.15(b) of the Agreement.
"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.
"Calculation Date" shall mean July 11, 1996 and the second Business
----------------
Day (as defined for purposes of determining LIBOR) prior to the 15th day of each
calendar month thereafter, or if such 15th day is not a Business Day, the next
succeeding Business Day.
"CIA Adjusted Invested Amount" shall mean, with respect to any date of
----------------------------
determination, an amount not less than zero equal to the CIA Invested Amount
minus the excess, if any, of the Principal Funding Account Balance over the sum
- -----
of the Class A Invested Amount and the Class B Invested Amount on such date of
determination.
"CIA Certificateholder" shall mean the Person in whose name a CIA
---------------------
Certificate is registered in the Certificate Register.
"CIA Certificateholders' Interest" shall mean the portion of the
--------------------------------
Series 1996-3 Certificateholders' Interest evidenced by the CIA Certificates.
"CIA Certificate Rate" shall mean a per annum rate of 1.00% in excess
--------------------
of LIBOR or such lesser rate as may be designated in the Sharing Series Exchange
Notice for Series 1996-3.
"CIA Certificates" shall mean any of the certificates executed by the
----------------
Transferor and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit C hereto.
---------
"CIA Default Interest" shall have the meaning specified in subsection
--------------------
4.06(c) of the Agreement.
5
<PAGE>
"CIA Distribution Account" shall have the meaning specified in
------------------------
subsection 4.02(c)(ii) of the Agreement.
"CIA 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 CIA 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 Distribution Date; provided, however, that with
-------- -------
respect to any Monthly Period in which an Addition Date or 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; provided further, however, 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 Receivables 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 such Addition Date or Removal
Date, as applicable, to and including the last day of such Monthly Period.
"CIA Floating Allocation Percentage" shall mean, with respect to any
----------------------------------
Monthly Period, the percentage equivalent of a fraction, the numerator of which
is the CIA 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 Period, the CIA Floating
- -------
Allocation Percentage shall mean the percentage equivalent of a fraction, the
numerator of which is the CIA Initial Invested Amount and the denominator of
which is the total amount of Principal Receiv-
6
<PAGE>
ables on the Closing Date; provided further, that with respect to any Monthly
-------- -------
Period in which an Addition Date or Removal Date occurs and the Servicer need
not make daily deposits of Collections into the Collection Account, the
denominator in the definition of the CIA Floating Allocation Percentage shall be
the Average Principal Balance; 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 CIA 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 and including such
Addition Date or Removal Date, as applicable, to and including the last day of
such Monthly Period.
"CIA Initial Invested Amount" shall mean the aggregate initial
---------------------------
principal amount of the CIA Certificates, which is $45,800,000.
"CIA Interest Shortfall" shall have the meaning specified in
----------------------
subsection 4.06(c) of the Agreement.
"CIA Invested Amount" shall mean, when used with respect to any date
-------------------
of determination, an amount equal to (a) the CIA Initial Invested Amount, minus
-----
(b) the aggregate amount of principal payments made to CIA Certificateholders
prior to such day, minus (c) the aggregate amount of CIA Investor Charge-Offs
-----
for all prior Distribution Dates pursuant to subsection 4.12(c) of the
Agreement, minus (d) the aggregate amount of the Reallocated Principal
-----
Collections allocated on all prior Distribution Dates pursuant to Section 4.14
of the Agreement (but in the aggregate not in excess of the CIA Initial Invested
Amount), minus (e) an amount equal to the amount by which the CIA Invested
-----
Amount has been reduced on all prior Distribution Dates pursuant to subsections
4.12(a) and (b) of the Agreement and plus (f) the aggregate amount of Excess
----
Finance Charge Collections allocated and available on all prior Transfer Dates
pursuant to subsection 4.13(i) of the Agreement, for the purpose of reimbursing
amounts
7
<PAGE>
deducted pursuant to the foregoing clauses (c), (d) and (e); provided, however,
-------- -------
that the CIA Invested Amount may not be reduced below zero.
"CIA Investor Charge-Offs" shall have the meaning specified in
------------------------
subsection 4.12(c) of the Agreement.
"CIA Investor Default Amount" shall mean, with respect to each
---------------------------
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 CIA Investor
Percentage applicable for the related Monthly Period.
"CIA Investor Percentage" shall mean for any Monthly Period, (a) with
-----------------------
respect to Defaulted Receivables and Finance Charge Receivables at any time or
Principal Receivables during the Revolving Period, the CIA Floating Allocation
Percentage, and (b) with respect to Principal Receivables during the
Amortization Period, the CIA Fixed/Floating Allocation Percentage.
"CIA Monthly Interest" shall mean the monthly interest distributable
--------------------
in respect of the CIA Invested Amount as calculated in accordance with
subsection 4.06(c) of the Agreement.
"CIA Monthly Principal" shall mean the monthly principal distributable
---------------------
in respect of the CIA Invested Amount as calculated in accordance with
subsection 4.07(c) of the Agreement.
"CIA Monthly Servicing Fee" shall mean, with respect to any
-------------------------
Distribution Date, one-twelfth of the product of the Series Servicing Fee
Percentage and the CIA Adjusted Invested Amount on the last day of the preceding
Monthly Period; provided, however, that with respect to the initial Monthly
-------- -------
Period the CIA Monthly Servicing Fee shall be $47,055.
"CIA Paying Agent" shall mean, with respect to the CIA Certificates,
----------------
The Bank of New York.
"CIA Principal Commencement Date" shall mean (a) with respect to the
-------------------------------
Accumulation Period, the first Distribution Date on which an amount equal to the
sum of the
8
<PAGE>
Class A Invested Amount and the Class B Invested Amount has been deposited in
the Principal Funding Account and allocated to the Class A Certificates and the
Class B Certificates or (b) with respect to the Rapid Amortization Period, the
Distribution Date on which the Class A Invested Amount and the Class B Invested
Amount have each been paid in full or, if there are no Principal Receivables
allocable to the Investor Certificates remaining after payments have been made
to the Class A Certificates and the Class B Certificates on such Distribution
Date, the Distribution Date following the Distribution Date on which the Class A
Invested Amount and the Class B Invested Amount have each been paid in full.
"CIA Scheduled Payment Date" shall mean the June 1999 Distribution
--------------------------
Date.
"Class A Adjusted Invested Amount" shall mean, with respect to any
--------------------------------
date of determination, an amount not less than zero equal to the Class A
Invested Amount minus the Principal Funding Account Balance on such date of
-----
determination.
"Class A Available Funds" shall mean, with respect to any Monthly
-----------------------
Period, an amount equal to the sum of (a) the Class A Floating Allocation
Percentage of the Collections of Finance Charge Receivables deposited in the
Finance Charge Account in respect of such Monthly Period, (b) with respect to
any Monthly Period during the Accumulation Period prior to the payment in full
of the Class A Invested Amount, the Principal Funding Investment Proceeds
pursuant to subsection 4.16(b) of the Agreement, if any, with respect 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 4.17(b) and 4.17(d) of the Agreement.
"Class A Bearer Certificates" shall have the meaning specified in
---------------------------
subsection 6.15(a) of the Agreement.
"Class A Certificate Rate" shall mean 5.55703% from and including June
------------------------
6, 1996 through and including July 9, 1996, and with respect to each Interest
Period thereafter, a per annum rate of 0.10% in excess of LIBOR as determined on
the related LIBOR Determination Date.
9
<PAGE>
"Class A Certificateholder" shall mean the Person in whose name a
-------------------------
Class A Certificate is registered in the Certificate Register.
"Class A Certificateholders' Interest" shall mean the portion of the
------------------------------------
Series 1996-3 Certificateholders' Interest evidenced by the Class A
Certificates.
"Class A Certificates" shall mean 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.
---------
"Class A Default Interest" shall have the meaning specified in
------------------------
subsection 4.06(a) of the Agreement.
"Class A Floating Allocation Percentage" shall mean, with respect to
--------------------------------------
any Monthly Period, the percentage equivalent of a fraction, the numerator of
which is the Class A 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 Period, the
-------- -------
Class A Floating Allocation Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Class A 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 Class A Floating Allocation Percentage shall be the
Average Principal Balance; 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 Class A 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
10
<PAGE>
the period from such Addition Date to and including the last day of such Monthly
Period.
"Class A Initial Invested Amount" shall mean the aggregate initial
-------------------------------
principal amount of the Class A Certificates, which is $400,000,000.
"Class A Interest Shortfall" shall have the meaning specified in
--------------------------
subsection 4.06(a) of the Agreement.
"Class A Invested Amount" shall mean, when used with respect to any
-----------------------
date of determination, an amount equal to (a) the Class A Initial Invested
Amount, minus (b) the aggregate amount of principal payments made to Class A
-----
Certificateholders prior to such day and minus (c) the excess, if any, of the
-----
aggregate amount of Class A Investor Charge-Offs over Class A Investor Charge-
Offs reimbursed pursuant to subsection 4.12(a) of the Agreement prior to such
day.
"Class A Investor Charge-Offs" shall have the meaning specified in
----------------------------
subsection 4.12(a) of the Agreement.
"Class A Investor Default Amount" shall mean, with respect to each
-------------------------------
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 Class
A Investor Percentage for the related Monthly Period.
"Class A 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 Class A Floating
Allocation Percentage, and (b) with respect to Principal Receivables during the
Amortization Period, the Fixed/Floating Allocation Percentage.
"Class A Monthly Interest" shall mean the monthly interest
------------------------
distributable in respect of the Class A Certificates as calculated in accordance
with subsection 4.06(a) of the Agreement.
"Class A Monthly Principal" shall mean the monthly principal
-------------------------
distributable in respect of the Class A
11
<PAGE>
Certificates as calculated in accordance with subsection 4.07(a) of the
Agreement.
"Class A Monthly Servicing Fee" shall mean, with respect to any
-----------------------------
Distribution Date, one-twelfth of the product of the Series Servicing Fee
Percentage and the Class A Adjusted Invested Amount on the last day of the
preceding Monthly Period; provided, however, that with respect to the initial
-------- -------
Monthly Period the Class A Monthly Servicing Fee shall be $410,959.
"Class A Outstanding Principal Balance" shall mean, when used with
-------------------------------------
respect to any date of determination, an amount equal to (a) the Class A Initial
Invested Amount, minus (b) the aggregate amount of principal payments made to
-----
the Class A Certificateholders prior to such day.
"Class A Pool Factor" shall mean, with respect to any Record Date, a
-------------------
number carried out to seven decimal places representing the ratio of the Class A
Invested Amount as of such Record Date (determined after taking into account any
increases or decreases in the Class A Invested Amount which will occur on the
following Distribution Date) to the Class A Initial Invested Amount.
"Class A Required Amount" shall have the meaning specified in Section
-----------------------
4.08 of the Agreement.
"Class A Scheduled Payment Date" shall mean the June 1999 Distribution
------------------------------
Date.
"Class A Temporary Global Certificate" shall have the meaning
------------------------------------
specified in subsection 6.15(a) of the Agreement.
"Class B Adjusted Invested Amount" shall mean, with respect to any
--------------------------------
date of determination, an amount not less than zero equal to the Class B
Invested Amount minus the excess, if any, of the Principal Funding Account
-----
Balance over the Class A Invested Amount on such date of determination.
"Class B Bearer Certificates" shall have the meaning specified in
---------------------------
Section 6.15(b) of the Agreement.
12
<PAGE>
"Class B Certificate Rate" shall mean 5.68703% from and including June
------------------------
6, 1996 through and including July 9, 1996 and with respect to each Interest
Period thereafter, a per annum rate of 0.23% in excess of LIBOR, as determined
on the related LIBOR Determination Date.
"Class B Certificateholder" shall mean the Person in whose name a
-------------------------
Class B Certificate is registered in the Certificate Register.
"Class B Certificateholders' Interest" shall mean the portion of the
------------------------------------
Series 1996-3 Certificateholders' Interest evidenced by the Class B
Certificates.
"Class B Certificates" shall mean any of the certificates executed by
--------------------
the Transferor and authenticated by or on behalf of the Trustee, substantially
in the form of Exhibit B hereto.
---------
"Class B Default Interest" shall have the meaning specified in
------------------------
subsection 4.06(b) of the Agreement.
"Class B 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 Class B 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 Distribution Date; provided, however, that
-------- -------
with respect to any Monthly Period in which an Addition Date or 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; provided further, however, 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,
13
<PAGE>
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 and including such Addition Date or Removal
Date, as applicable, to and including the last day of such Monthly Period.
"Class B Floating Allocation Percentage" shall mean, with respect to
--------------------------------------
any Monthly Period, the percentage equivalent of a fraction, the numerator of
which is the Class B 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 Period, the
-------- -------
Class B Floating Allocation Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Class B Initial Invested Amount and the
denominator of which is the total amount of Principal Receivables on the Closing
Date; provided further, that with respect to any Monthly Period in which an
-------- -------
Addition Date or Removal Date occurs and the Servicer need not make daily
deposits of Collections into the Collection Account, the denominator in the
definition of the Class B Floating Allocation Percentage shall be the Average
Principal Balance; 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 Class B 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 and including such Addition
Date or Removal Date, as applicable, to and including the last day of such
Monthly Period.
"Class B Initial Invested Amount" shall mean the aggregate initial
-------------------------------
principal amount of the Class B Certificates, which is $36,200,000.
14
<PAGE>
"Class B Interest Shortfall" shall have the meaning specified in
--------------------------
subsection 4.06(b) of the Agreement.
"Class B Invested Amount" shall mean, when used with respect to any
-----------------------
date of determination, an amount equal to (a) the Class B Initial Invested
Amount, minus (b) the aggregate amount of principal payments made to Class B
-----
Certificateholders prior to such day, minus (c) the aggregate amount of Class B
-----
Investor Charge-Offs for all prior Distribution Dates, minus (d) the amount of
-----
the Reallocated Class B Principal Collections allocated on all prior
Distribution Dates for which the CIA Invested Amount has not been reduced
pursuant to subsection 4.14(a) of the Agreement, minus (e) an amount equal to
-----
the amount by which the Class B Invested Amount has been reduced on all prior
Distribution Dates pursuant to subsection 4.12(a) of the Agreement and plus (f)
----
the amount of Excess Finance Charge Collections allocated and available on all
prior Transfer Dates pursuant to subsection 4.13(e) of the Agreement, for the
purpose of reimbursing amounts deducted pursuant to the foregoing clauses (c),
(d) and (e); provided, however, that the Class B Invested Amount may not be
-------- -------
reduced below zero.
"Class B Investor Charge-Offs" shall have the meaning specified in
----------------------------
subsection 4.12(b) of the Agreement.
"Class B Investor Default Amount" shall mean, with respect to each
-------------------------------
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 Class B Investor
Percentage applicable for the related Monthly Period.
"Class B Investor Percentage" shall mean for any Monthly Period, (a)
---------------------------
with respect to Defaulted Receivables and Finance Charge Receivables at any time
or Principal Receivables during the Revolving Period, the Class B Floating
Allocation Percentage, and (b) with respect to Principal Receivables during the
Amortization Period, the Class B Fixed/Floating Allocation Percentage.
"Class B Monthly Interest" shall mean the monthly interest
------------------------
distributable in respect of the Class B Certificates as calculated in accordance
with subsection 4.06(b) of the Agreement.
15
<PAGE>
"Class B Monthly Principal" shall mean the monthly principal
-------------------------
distributable in respect of the Class B Certificates as calculated in accordance
with subsection 4.07(b) of the Agreement.
"Class B Monthly Servicing Fee" shall mean, with respect to any
-----------------------------
Distribution Date, one-twelfth of the product of the Series Servicing Fee
Percentage and the Class B Adjusted Invested Amount on the last day of the
preceding Monthly Period; provided, however, that with respect to the initial
-------- -------
Monthly Period the Class B Monthly Servicing Fee shall be $37,192.
"Class B Outstanding Principal Balance" shall mean, when used with
-------------------------------------
respect to any date of determination, an amount equal to (a) the Class B Initial
Invested Amount, minus (b) the aggregate amount of principal payments made to
-----
the Class B Certificateholders prior to such day.
"Class B Temporary Global Certificate" shall have the meaning
------------------------------------
specified in subsection 6.15(b) of the Agreement.
"Class B Pool Factor" shall mean, with respect to any Record Date, a
-------------------
number carried out to seven decimal places representing the ratio of the Class B
Invested Amount as of such Record Date (determined after taking into account any
increases or decreases in the Class B Invested Amount which will occur on the
following Distribution Date) to the Class B Initial Invested Amount.
"Class B Principal Commencement Date" shall mean (a) with respect to
-----------------------------------
the Accumulation Period, the first Distribution Date on which an amount equal to
the Class A Invested Amount has been deposited in the Principal Funding Account
and allocated to the Class A Certificates or (b) with respect to the Rapid
Amortization Period, the Distribution Date on which the Class A Invested Amount
is paid in full or, if there are no Principal Receivables allocable to the
Investor Certificates remaining after payments have been made to the Class A
Certificates on such Distribution Date, the Distribution Date following the
Distribution Date on which the Class A Invested Amount is paid in full.
16
<PAGE>
"Class B Required Amount" shall have the meaning specified in Section
-----------------------
4.08 of the Agreement.
"Class B Scheduled Payment Date" shall mean the June 1999 Distribution
------------------------------
Date.
"Closing Date" shall mean June 6, 1996.
------------
"Common Depositary" shall mean, with respect to the Class A
-----------------
Certificates and the Class B Certificates, Union Bank of Switzerland, London
Branch, in its capacity as common depositary for the respective accounts of any
Foreign Clearing Agencies or any successor thereto.
"Controlled Accumulation Amount" shall mean, for any Transfer Date
------------------------------
with respect to the Accumulation Period prior to the payment in full of the
Invested Amount, $40,166,667; provided, however, that if the Accumulation Period
-------- -------
Length is determined to be less than 12 months pursuant to subsection 4.09(i) 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 Class A
Invested Amount will be equal to (i) the product of (x) the Initial 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 (a) the Controlled Accumulation Amount for such Transfer Date
and (b) any existing Accumulation Shortfall.
"Coupons" shall have the meaning specified in subsection 6.16(a) of
-------
the Agreement.
"Covered Amount" shall mean, with respect to any Interest Period
--------------
during the Accumulation Period prior to the payment in full of the 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 weighted average of the Class A Certificate Rate, the Class B Certificate
Rate and the CIA Certificate Rate in effect with respect to the related Interest
Period, and (c) the Principal Funding Account Balance up to the Invested Amount
as of the last day of the Monthly Period preceding the Monthly Period in which
such Interest Period ends.
17
<PAGE>
"Daily Deposit Date" shall mean the 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 mean, with respect to any Distribution Date,
----------------
the sum of Class A Default Interest, Class B Default Interest and CIA Default
Interest distributable in respect of the Investor Certificates as calculated in
accordance with Section 4.06 of the Agreement.
"Determination Date" shall mean the third Business Day prior to each
------------------
Distribution Date.
"Distribution Accounts" shall mean the A/B Distribution Account and
---------------------
the CIA Distribution Account, collectively.
"Distribution Date" shall mean July 10, 1996, and the 10th day of each
-----------------
calendar month thereafter, or if such 10th day is not a Business Day, the next
succeeding Business Day.
"Enhancement" shall mean with respect to the Class A Certificates, the
-----------
subordination of the Class B Certificates and the CIA Certificates, and with
respect to the Class B Certificates, the subordination of the CIA Certificates.
"Enhancement Provider" shall mean the CIA Certificateholders.
--------------------
"Excess Finance Charge Collections" shall mean, with respect to any
---------------------------------
Transfer Date, the sum of the amounts, if any, specified pursuant to subsections
4.09(a)(iv), 4.09(b)(iii), 4.09(c)(ii), 4.17(e) and 4.17(f) of the Agreement
with respect to such Transfer Date.
"Excess Principal Collections" shall mean, as the context requires,
----------------------------
either (a) the amount allocated to the Investor 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
18
<PAGE>
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 Investor Certificates.
"Excess Spread Percentage" shall have the meaning assigned such term
------------------------
in the Exchangeable Certificate Purchase Agreement.
"Exchangeable Certificate Purchase Agreement" shall mean the
-------------------------------------------
Exchangeable Certificate Purchase Agreement, dated May 2, 1996, among the
Transferor, the Servicer, the Trustee, the Administrative Agent and the Group E1
Investors (as defined therein), as amended, supplemented or modified from time
to time.
"Finance Charge Deficit" shall have the meaning set forth in
----------------------
subsection 4.05(b)(ii) of the Agreement.
"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 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 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; provided further, however, 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 Receivables in
the Trust at the end of the day on the related Addition Date or Removal Date, as
applicable, for the period from and
19
<PAGE>
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 for any date of
------------------------------
determination the sum of the applicable Class A Floating Allocation Percentage,
the applicable Class B Floating Allocation Percentage and the CIA Floating
Allocation Percentage.
"Group E1 Investors" shall mean the Series 1996-E1 Certificateholders,
------------------
the CIA Certificateholders and the holders of the CIA Certificates of each other
Sharing Series, collectively.
"Group E1 Series" shall mean Series 1996-E1, Series 1996-3 and each
---------------
other Sharing Series.
"Initial Invested Amount" shall mean the aggregate initial principal
-----------------------
amount of the Investor Certificates of Series 1996-3, which is $482,000,000.
"Interest Period" shall mean, with respect to a Distribution Date, the
---------------
period beginning on the preceding Distribution Date continuing through the day
preceding such Distribution Date, except the first Interest Period shall be
deemed to be the 34 day period from and including the Closing Date through and
including the day preceding the initial Distribution Date.
"Interest Shortfall" shall mean, with respect to any Distribution
------------------
Date, the sum of the Class A Interest Shortfall, the Class B Interest Shortfall
and the CIA Interest Shortfall distributable in respect of the Investor
Certificates as calculated in accordance with Section 4.06 of the Agreement.
"Invested Amount" shall mean, when used with respect to any date, an
---------------
amount equal to the sum of (a) the Class A Invested Amount, (b) the Class B
Invested Amount and (c) the CIA Invested Amount each as of such date; provided,
--------
however, that for purposes of determining the Investor Monthly Servicing Fee and
- -------
the Aggregate Invested Amount, the Invested Amount shall mean an amount equal to
the sum of (a) the Class A Adjusted Invested Amount, (b) the Class B Adjusted
Invested Amount and (c) the CIA
20
<PAGE>
Adjusted Invested Amount with respect to any date of determination.
"Investor Certificateholder" shall mean each Holder of record of an
--------------------------
Investor Certificate of Series 1996-3.
"Investor Certificates" shall mean the Class A Certificates, the Class
---------------------
B Certificates and the CIA Certificates.
"Investor Default Amount" shall mean, with respect to each
-----------------------
Distribution Date, an amount equal to the sum of (a) the Class A Investor
Default Amount for such Distribution Date, (b) the Class B Investor Default
Amount for such Distribution Date and (c) the CIA Investor Default Amount for
such Distribution Date.
"Investor Monthly Servicing Fee" shall with respect to any Transfer
------------------------------
Date be equal to one-twelfth of the product of (A) the Series Servicing Fee
Percentage and (B) the Adjusted Invested Amount as of the last day of the
Monthly Period preceding such Transfer Date; provided, however, that with
-------- -------
respect to the initial Monthly Period the Investor Monthly Servicing Fee shall
be $495,206.
"Investor Percentage" shall mean for any Monthly Period, (a) with
-------------------
respect to Finance Charge Receivables and Defaulted 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.
"Issuance Date" shall mean the Closing Date.
-------------
"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 4.15 of the
Agreement.
"LIBOR Determination Date" shall mean June 4, 1996 for the period
------------------------
from and including June 6, 1996 through and including July 9, 1996 and the
second Business Day prior to the commencement of the second and each subsequent
Interest Period.
21
<PAGE>
"Luxembourg Paying Agent" shall mean Banque Internationale a
-----------------------
Luxembourg, S.A., or any successor thereto.
"Minimum Transferor Interest" shall mean, with respect to any period,
---------------------------
7% of the average of the aggregate amount of Principal Receivables for such
period.
"Monthly Interest" shall mean, with respect to any Distribution Date,
----------------
the sum of the Class A Monthly Interest, the Class B Monthly Interest and the
CIA Monthly Interest distributable in respect of the Series 1996-3 Certificates
as calculated in accordance with Section 4.06 of the Agreement.
"Monthly Payment Coupons" shall have the meaning specified in Section
-----------------------
6.18 of the Agreement.
"Monthly Period" shall have the meaning specified in the Agreement,
--------------
except that the first Monthly Period with respect to the Series 1996-3
Certificates shall begin on and include the Closing Date and shall end on and
include June 30, 1996.
"Monthly Principal" shall mean the monthly principal distributable in
-----------------
respect of the Series 1996-3 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) a Series 1996-3 Pay Out Event is deemed to occur
pursuant to Section 8 of this Series Supplement, (iii) the Class A Scheduled
Payment Date if the Class A Invested Amount is not paid in full on such date and
(iv) the Class B Scheduled Payment Date if the Class B Invested Amount is not
paid in full on such date.
"Paying Agency Agreement" shall mean the Agency Agreement dated as of
-----------------------
June 6, 1996, among First USA Bank, as Transferor and as Servicer, the Principal
Paying Agent, the Luxembourg Paying Agent and the Trustee.
"Paying Agents" shall mean the CIA Paying Agent, the Luxembourg Paying
-------------
Agent and the Principal Paying Agent, collectively.
22
<PAGE>
"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 1996-3 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 Investor
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
4.17(b) and 4.17(d) 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 Invested Amount as of the last day of the preceding
Monthly Period.
"Principal Funding Account" shall have the meaning set forth in
-------------------------
subsection 4.16(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 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 Paying Agent" shall mean, with respect to the Class A
----------------------
Certificates and the Class B Certifi-
23
<PAGE>
cates, Union Bank of Switzerland, London Branch, or any successor thereto.
"Principal Shortfalls" shall mean with respect to any Distribution
--------------------
Date (a) during the Accumulation Period, the amount, if any, by which the
Controlled Deposit Amount exceeds the sum of the Class A Monthly Principal,
Class B Monthly Principal and CIA Monthly Principal for such Distribution Date
or (b) during the Rapid Amortization Period, (i) the amount, if any, by which
the Class A Invested Amount exceeds the Class A Monthly Principal for such
Distribution Date, (ii) on and after the Class B Principal Commencement Date,
the amount, if any, by which the Class B Invested Amount exceeds the Class B
Monthly Principal for such Distribution Date and (iii) on and after the CIA
Principal Commencement Date, the amount if any, by which the CIA Invested Amount
exceeds the CIA Monthly Principal for such Distribution Date.
"Rapid Amortization Period" shall mean the period commencing on the
-------------------------
Pay Out 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 1996-3 Termination Date.
"Rating Agency" shall mean each of Fitch Investors Service, L.P.,
-------------
Moody's and Standard & Poor's.
"Rating Agency Condition" shall mean the notification in writing by
-----------------------
each Rating Agency to the Transferor, the Servicer and the Trustee that any
action will not result in any Rating Agency reducing or withdrawing its then
existing rating of the investor certificates of any outstanding Series or class
with respect to which it is a Rating Agency.
"Reallocated Class B Principal Collections" shall have the meaning
-----------------------------------------
specified in subsection 4.14(b) of the Agreement.
"Reallocated CIA Principal Collections" shall have the meaning
-------------------------------------
specified in subsection 4.14(a) of the Agreement.
"Reallocated Principal Collections" shall mean the sum of Reallocated
---------------------------------
Class B Principal Collections and Reallocated CIA Principal Collections.
24
<PAGE>
"Reference Banks" shall mean four major banks in the London interbank
---------------
market selected by the Servicer.
"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 CIA Invested Amount" shall mean with respect to any
----------------------------
Distribution Date (i) $45,800,000 initially and (ii) thereafter an amount equal
to the greater of (a) $14,460,000 and (b) 9.5% of the Invested Amount, in each
case as of such Distribution Date after taking into account distributions made
on such date; provided that (i) if any reductions in the CIA Invested Amount
--------
pursuant to clauses (c), (d), or (e) of the definition of such amount, or a Pay
Out Event has occurred, the Required CIA Invested Amount for any Distribution
Date shall equal the amount of such requirement immediately preceding such
reduction or Pay Out Event, (ii) in no event shall the Required CIA Invested
Amount exceed the sum of the Class A Outstanding Principal Balance and the Class
B Outstanding Principal Balance as of the last day of the Monthly Period
preceding such Distribution Date and (iii) the Required CIA Invested Amount may
be reduced at any time to a lesser amount if the Rating Agency Condition is
satisfied.
"Required Reserve Account Amount" shall mean, with respect to any
-------------------------------
Transfer Date on or after the Reserve Account Funding Date, an amount equal to
(a) 0.50% of the Invested Amount or (b) any other amount designated by the
Transferor; provided, however, that if such designation is of a lesser amount,
-------- -------
the Transferor shall (i) provide the Servicer, the CIA Certificateholders and
the Trustee with evidence that the Rating Agency Condition shall have been
satisfied and (ii) deliver to the Trustee a certificate of an authorized officer
to the effect that, based on the facts known to such officer at such time, in
the reasonable belief of the Transferor, such designation will not cause a Pay
Out Event or an event that, after the giving of notice or the lapse of time,
would cause a Pay Out Event to occur with respect to Series 1996-3.
"Reserve Account" shall have the meaning specified in subsection
---------------
4.17(a) of the Agreement.
25
<PAGE>
"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
-------------------
4.17(c) of the Agreement.
"Reversion Date" shall mean the first Determination Date following
--------------
each Daily Deposit Date on which (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 1996-3 Termination Date" shall mean the February
----------------------------------------
2002 Distribution Date.
26
<PAGE>
"Senior Class" shall have the meaning specified 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 Certificateholders" shall mean the holders of the
---------------------------------
Series 1996-E1 Certificates.
"Series 1996-E1 Certificates" shall mean the Series of Certificates
---------------------------
issued pursuant to the Series 1996-E1 Supplement.
"Series 1996-E1 Supplement" shall mean the Series 1996-E1 Supplement,
-------------------------
dated as of May 2, 1996, by and between First USA Bank, as Transferor and
Servicer, and the Trustee.
"Series 1996-3" shall mean the Series of the First USA Credit Card
-------------
Master Trust represented by the Investor Certificates.
"Series 1996-3 Certificateholder" shall mean the holder of record of
-------------------------------
any Series 1996-3 Certificate.
"Series 1996-3 Certificateholders' Interest" shall have the meaning
------------------------------------------
specified in Section 4.04 of the Agreement.
"Series 1996-3 Pay Out Event" shall have the meaning specified in
---------------------------
Section 8 of this Series Supplement.
"Series 1996-3 Termination Date" shall mean the earlier to occur of
------------------------------
(i) the day after the Distribution Date on which the Investor Certificates are
paid in full, or (ii) the Scheduled Series 1996-3 Termination Date.
"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 mean Series 1996-3 and each other Series the
--------------
Series Supplement for which specifies that such Series is to be included in the
Group E1 Series.
27
<PAGE>
"Sharing Series Excess Available Funds" shall have the meaning
-------------------------------------
specified in subsection 4.13(k) of the Agreement.
"Sharing Series Exchange Notice" shall mean the notice with respect to
------------------------------
Series 1996-3 delivered pursuant to 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.
"Subordinate Principal Collections" shall have the meaning set forth
---------------------------------
in subsection 4.05(b)(ii) of the Agreement.
"Targeted Holder" shall mean each holder of a right to receive
---------------
interest or principal with respect to the CIA 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 any holder of a
right to receive any amount in respect of the Transferor Interest; provided,
--------
that any Person holding more than one interest each of which would cause such
Person to be a Targeted Holder shall be treated as a single Targeted Holder.
"Temporary Global Certificates" shall have the meaning specified in
-----------------------------
subsection 6.15(b) of the Agreement.
"Temporary Global Certificate Exchange Date" shall mean a date
------------------------------------------
determined by UBS Limited which is at least 40 days after the later of the
commencement of the offering and the Closing Date.
"United States Alien" shall mean any person that, for United States
-------------------
federal income tax purposes, is a foreign corporation, a nonresident alien
individual, a nonresident alien fiduciary of a foreign estate or trust, or a
foreign partnership to the extent that one or more members is, for United States
federal income tax purposes, a foreign corporation, a nonresident alien
individual or a
28
<PAGE>
nonresident alien fiduciary of a foreign estate or trust, in each case not
subject to United States federal income tax on a net income basis.
"Unpaid Investor Monthly Servicing Fee" shall mean with respect to any
-------------------------------------
Transfer Date, the amount of the Investor Monthly Servicing Fee with respect to
such Transfer Date not distributed to the Servicer pursuant to subsection
4.09(a)(ii), subsection 4.09(b)(ii), subsection 4.09(c)(i), subsection 4.13(a)
of the Agreement and any overdue Investor Monthly Servicing Fee from prior
Transfer Dates.
"Withholding Tax" shall have the meaning specified in subsection 9(f).
---------------
SECTION 3. Reassignment and Transfer Terms. The Series 1996-3
-------------------------------
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 Distribution Date on or after the Distribution Date on which the Invested
Amount is reduced to an amount less than or equal to 5% of the Initial Invested
Amount. The deposit required in connection with any such repurchase shall be
equal to the Invested Amount plus accrued and unpaid interest on the Series
1996-3 Certificates through the Record Date preceding the Distribution Date on
which the repurchase occurs.
SECTION 4. Delivery and Payment for the Series 1996-3 Certificates.
-------------------------------------------------------
The Transferor shall execute and deliver the Series 1996-3 Certificates to the
Trustee for authentication in accordance with Section 6.01 of the Agreement.
The Trustee shall deliver the Series 1996-3 Certificates when authenticated in
accordance with Section 6.02 of the Agreement.
SECTION 5. Form of Delivery of Series 1996-3 Certificates. The Class
----------------------------------------------
A Certificates and the Class B Certificates shall be delivered as Global
Certificates as provided in Sections 6.01, 6.13 and 6.15 of the Agreement. The
CIA 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
29
<PAGE>
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 1996-3 Certificateholders, shall establish and
maintain in the name of the Trust with a Qualified Institution (other than
the Transferor), which shall initially be the CIA Paying Agent, two
segregated trust accounts (the "Finance Charge Account" and the "Principal
---------------------- ---------
Account," respectively), bearing a designation clearly indicating that the
-------
funds therein are held for the benefit of the Series 1996-3
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 1996-3
Certificateholders. Pursuant to 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 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 1996-3
Certificateholders.
(c) The Distribution Accounts. (i) The Trustee, for the benefit of the
-------------------------
Class A Certificateholders and Class B 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 Principal Paying Agent, a non-interest bearing segregated
account (the "A/B Distribution Account") bearing a designation clearly
------------------------
indicating that the funds deposited therein are held in trust for the
30
<PAGE>
benefit of the Class A Certificateholders and the Class B
Certificateholders. The Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the A/B Distribution
Account and in all proceeds thereof. The A/B Distribution Account shall be
under the sole dominion and control of the Trustee for the benefit of the
Class A Certificateholders and the Class B Certificateholders; provided,
however, that the Principal Paying Agent shall have the right to make
deposits and withdrawals from the A/B Distribution Account in accordance
with this Series Supplement, the Agreement and the Paying Agency Agreement.
(ii) The Trustee, for the benefit of the CIA 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 CIA Paying Agent, a non-interest bearing
segregated account (the "CIA Distribution Account") bearing a designation
------------------------
clearly indicating that the funds deposited therein are held in trust for
the benefit of the CIA Certificateholders. The Trustee shall possess all
right, title and interest in all funds on deposit from time to time in the
CIA Distribution Account and in all proceeds thereof. The CIA Distribution
Account shall be under the sole dominion and control of the Trustee for the
benefit of the CIA Certificateholders."
(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 1996-3 Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.04 Rights of Certificateholders. The Investor 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 Investor Certificates at the times and in
31
<PAGE>
the amounts specified in this Agreement, (a) the Floating Allocation Percentage
and Fixed/Floating Allocation Percentage (as applicable from time to time) 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 Reserve Account and, with respect to the Class A
Certificateholders and the Class B Certificateholders, the A/B Distribution
Account, and, with respect to the CIA Certificateholders, the CIA Distribution
Account (for such Series, the "Series 1996-3 Certificateholders' Interest").
------------------------------------------
The CIA Certificates shall be subordinate to the Class A Certificates and the
Class B Certificates. The Class B Certificates shall be subordinate to the
Class A Certificates. 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 Reserve Account or the
Distribution Accounts, 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 Accounts allocable to the Series 1996-3
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:
(i) Allocate to the Series 1996-3 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
32
<PAGE>
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 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 1996-3 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 1996-3 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 1996-3 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 Processing and pay such amount to the
Transferor subject to the obligation of the Transferor to make an amount
equal to the Reallocated Principal Collections and 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 subsection
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
33
<PAGE>
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; provided, further, however, that on and after the
-------- ------- -------
Calculation Date if the amounts previously deposited in the Finance Charge
Account with respect to the current Monthly Period pursuant to subsection
4.05(b)(i) of the Agreement are less than the sum of the Monthly Interest,
the Interest Shortfall and the Default Interest for the Distribution Date
following the then current Monthly Period (plus, if the Transferor is not
the Servicer, the Investor Monthly Servicing Fee) (the amount of such
shortfall, the "Finance Charge Deficit"), an amount not to exceed the
product of (x) the sum of the Class B Floating Allocation Percentage and
the CIA Floating Allocation Percentage and (y) the Collections of Principal
Receivables on any such Date of Processing ("Subordinate Principal
Collections") with respect to the then current Monthly Period will be
deposited into the Principal Account on a daily basis during such Monthly
Period in an aggregate amount not to exceed the Finance Charge Deficit; at
such time as the Finance Charge Deficit is equal to zero, such amounts may
be released from the Principal Account and paid to the holder of the
Exchangeable Transferor Certificate, subject to the preceding proviso.
(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 1996-3 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 1996-3 Certificateholders and retain
in the Principal Account an amount equal to the product of (x) the
34
<PAGE>
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
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 Reallocated Principal Collections
and Excess Principal Collections for such Monthly 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 subsection 4.03(f) of the Agreement;
provided, further, that on and after the Calculation Date if there is a
-------- -------
Finance Charge Deficit, Subordinate Principal Collections with respect to
each Monthly Period will be deposited into the Principal Account on a daily
basis during such Monthly Period in an aggregate amount not to exceed the
Finance Charge Deficit; at such time as the Finance Charge Deficit is equal
to zero, such amounts may be released from the Principal Account to the
holder of the Exchangeable Transferor Certificate, subject to the preceding
proviso.
(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 1996-3 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.
35
<PAGE>
(ii) Allocate to the Series 1996-3 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 Invested Amount has been deposited
into the Collection Account and allocated to the Series 1996-3
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
subsection 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 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 1996-3 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), (ii) and (iii), 4.09(b)(i) and (ii),
4.09(c)(i) and 4.13(a) through (j) of the Agreement and, to the extent
necessary, any amounts to be applied in accordance with the Exchangeable
Certificate Purchase Agreement (other than payments to First USA Bank or the
Transferor), minus (ii) the amounts deposited and retained in the Finance Charge
-----
Account daily during such Monthly Period pursuant to subsection 4.05(b)(i) of
the Agreement.
36
<PAGE>
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 sum of (I) the excess of the amount of Reallocated Principal
Collections over the amount deposited and retained in the Principal Account
pursuant to subsection 4.05(b)(ii) or 4.05(c)(ii) of the Agreement with respect
to the Revolving Period or Accumulation Period, respectively, and (II) an amount
equal to the amount of Excess Principal Collections to be applied for the
benefit of other Series from amounts that were originally allocated to Series
1996-3, 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 pay Monthly Principal on the related
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
subsection 4.03(f) of the Agreement.
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 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. 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 1996-3
-------------------------------------------------------
Certificates. (a) The amount of
- ------------
37
<PAGE>
monthly interest (for the Series 1996-3 Certificates, the "Class A Monthly
---------------
Interest") distributable from the A/B Distribution Account with respect to the
- --------
Class A Certificates on any Distribution Date shall be an amount equal to the
product of (i) the product of (x) the Class A Certificate Rate and (y) 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 (ii) the Class A
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
-------- -------
Distribution Date, Class A Monthly Interest shall be equal to the product of (i)
the product of (a) the Class A Certificate Rate for the period from and
including June 6, 1996 to and including July 9, 1996 and (b) a fraction the
numerator of which is 34 and the denominator of which is 360 and (ii) the Class
A Initial Invested Amount.
On the Determination Date preceding each Distribution Date, the
Servicer shall determine an amount (the "Class A Interest Shortfall") equal to
--------------------------
the excess, if any, of (x) the aggregate Class A Monthly Interest for the
Interest Period applicable to the preceding Distribution Date over (y) the
----
amount which was paid to the Class A Certificateholders in respect of interest
on such preceding Distribution Date. If there is a Class A Interest Shortfall
with respect to any Distribution Date, an additional amount ("Class A Default
---------------
Interest") shall be payable as provided herein with respect to the Class A
- --------
Certificates on each Distribution Date following such Distribution Date to and
including the Distribution Date on which such Class A Interest Shortfall is paid
to Class A Certificateholders equal to the product of (i) the product of (x) the
Class A Certificate Rate plus 2.00% per annum and (y) 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 (ii) such Class A Interest Shortfall.
Notwithstanding anything to the contrary herein, Class A Default Interest shall
be payable or distributed to Class A Certificateholders only to the extent
permitted by applicable law.
(b) The amount of monthly interest (for the Series 1996-3
Certificates, the "Class B Monthly Interest") distributable from the A/B
------------------------
Distribution Account with respect to the Class B Certificates on any
Distribution Date shall be an amount equal to the product of (i)
38
<PAGE>
the product of (x) the Class B Certificate Rate and (y) 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 (ii) the Class B Invested Amount as of the close
of business on the last day of the preceding Monthly Period; provided, however,
-------- -------
that with respect to the first Distribution Date, Class B Monthly Interest shall
be equal to the product of (i) the product of (a) the Class B Certificate Rate
for the period from and including June 6, 1996 to and including July 9, 1996 and
(b) a fraction the numerator of which is 34 and the denominator of which is 360
and (ii) the Class B Initial Invested Amount.
On the Determination Date preceding each Distribution Date, the
Servicer shall determine an amount (the "Class B Interest Shortfall") equal to
--------------------------
the excess, if any, of (x) the aggregate Class B Monthly Interest for the
Interest Period applicable to the preceding Distribution Date over (y) the
----
amount which was paid to the Class B Certificateholders in respect of interest
on such preceding Distribution Date. If there is a Class B Interest Shortfall
with respect to any Distribution Date, an additional amount ("Class B Default
---------------
Interest") shall be payable as provided herein with respect to the Class B
- --------
Certificates on each Distribution Date following such Distribution Date to and
including the Distribution Date on which such Class B Interest Shortfall is paid
to Class B Certificateholders equal to the product of (i) the product of (x) the
Class B Certificate Rate plus 2.00% per annum and (y) 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 (ii) such Class B Interest Shortfall.
Notwithstanding anything to the contrary herein, Class B Default Interest shall
be payable or distributed to Class B Certificateholders only to the extent
permitted by applicable law.
(c) The amount of monthly interest (for the Series 1996-3
Certificates, the "CIA Monthly Interest") distributable from the CIA
--------------------
Distribution Account with respect to the CIA Invested Amount on any Distribution
Date shall be an amount equal to the product of (i) the product of (x) the CIA
Certificate Rate and (y) 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
(ii) the CIA Invested Amount as of the close of
39
<PAGE>
business on the last day of the preceding Monthly Period; provided, however,
-------- -------
that with respect to the first Distribution Date, CIA Monthly Interest shall be
equal to the product of (i) the product of (a) the CIA Certificate Rate for the
period from and including June 6, 1996 to and including July 9, 1996 and (b) a
fraction the numerator of which is 34 and the denominator of which is 360 and
(ii) the CIA Initial Invested Amount.
On the Determination Date preceding each Distribution Date, the
Servicer shall determine an amount (the "CIA Interest Shortfall") equal to the
----------------------
excess, if any, of (x) the aggregate CIA Monthly Interest for the Interest
Period applicable to the preceding Distribution Date over (y) the amount which
----
was paid to the CIA Certificateholders in respect of interest on such preceding
Distribution Date pursuant to the terms hereof and of the Exchangeable
Certificate Purchase Agreement. If there is a CIA Interest Shortfall with
respect to any Distribution Date, an additional amount ("CIA Default Interest")
--------------------
shall be payable as provided herein with respect to the CIA Certificates on each
Distribution Date following such Distribution Date to and including the
Distribution Date on which such CIA Interest Shortfall is paid to the CIA
Certificateholders equal to the product of (i) the product of (a) the CIA
Certificate Rate plus 2.00% per annum and (b) 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 (ii) such CIA Interest Shortfall. Notwithstanding anything
to the contrary herein, CIA Default Interest shall be payable or distributed to
the CIA Certificateholders only to the extent permitted by applicable law.
Section 4.07 Determination of Monthly Principal. (a) The amount of
----------------------------------
monthly principal (the "Class A Monthly Principal") distributable from the
-------------------------
Principal Account with respect to the Class A 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 Class A
Scheduled Payment Date, the Controlled Deposit Amount for such Transfer Date and
(iii) the Class A Adjusted
40
<PAGE>
Invested Amount on such Transfer Date prior to any deposit into the Principal
Funding Account to be made on such day.
(b) The amount of monthly principal (the "Class B Monthly Principal")
-------------------------
distributable from the Principal Account with respect to the Class B
Certificates on each Transfer Date, beginning with the Transfer Date first
preceding the Class B Principal Commencement Date, shall be an amount equal to
the least of (i) the Available Investor Principal Collections on deposit in the
Principal Account with respect to such Transfer Date (minus the portion of such
-----
Available Investor Principal Collections applied to Class A Monthly Principal on
such Transfer Date), (ii) for each Transfer Date with respect to the
Accumulation Period prior to the payment in full of the Class B Invested Amount
and on or prior to the Class B Scheduled Payment Date, the Controlled Deposit
Amount for such Transfer Date (minus the Class A Monthly Principal for such
-----
Transfer Date) and (iii) the Class B Adjusted Invested Amount on such Transfer
Date (after taking into account any adjustments to be made on such Transfer Date
pursuant to Sections 4.12 and 4.14 of the Agreement on such Transfer Date).
(c) The amount of monthly principal (the "CIA Monthly Principal")
---------------------
distributable from the Principal Account with respect to the CIA Certificates on
each Transfer Date, beginning with the Transfer Date first preceding the CIA
Principal Commencement Date, shall be an amount equal to the least of (i) the
Available Investor Principal Collections on deposit in the Principal Account
with respect to such Transfer Date (minus the portion of such Available Investor
-----
Principal Collections applied to Class A Monthly Principal and Class B Monthly
Principal on such Transfer Date), (ii) for each Transfer Date with respect to
the Accumulation Period, prior to the payment in full of the CIA Invested
Amount, and on or prior to the CIA Scheduled Payment Date, the Controlled
Deposit Amount for such Transfer Date (minus the Class A Monthly Principal and
-----
Class B Monthly Principal for such Transfer Date) and (iii) the CIA Adjusted
Invested Amount on such Transfer Date (after taking into account any adjustments
to be made on such Transfer Date pursuant to Sections 4.12 and 4.14 of the
Agreement on such Transfer Date).
Section 4.08 Coverage of Required Amount for the Investor
--------------------------------------------
Certificates. On each Determination Date,
- ------------
41
<PAGE>
the Servicer shall determine the amount (the "Class A Required Amount"), if any,
-----------------------
by which the sum of (i) Class A Monthly Interest for the following Distribution
Date, (ii) any Class A Monthly Interest previously due but not paid to the Class
A Certificateholders on a prior Distribution Date, (iii) Class A Default
Interest, if any, for such Distribution Date and any Class A Default Interest
previously due but not paid to the Class A Certificateholders on a prior
Distribution Date, (iv) if First USA Bank is no longer the Servicer, the Class A
Monthly Servicing Fee for the related Distribution Date and (v) the Class A
Investor Default Amount, if any, for such Distribution Date exceeds the Class A
Available Funds for the related Monthly Period.
On each Determination Date, the Servicer shall determine the amount
(the "Class B Required Amount"), if any, equal to the sum of (x) the amount, if
-----------------------
any, by which the sum of (i) Class B Monthly Interest for the following
Distribution Date, (ii) any Class B Monthly Interest previously due but not paid
to the Class B Certificateholders on a prior Distribution Date, (iii) Class B
Default Interest, if any, for such Distribution Date and any Class B Default
Interest previously due but not paid to the Class B Certificateholders on a
prior Distribution Date and (iv) if First USA Bank is no longer the Servicer,
the Class B Monthly Servicing Fee for the related Distribution Date exceeds the
Class B Investor Percentage of Collections in respect of Finance Charge
Receivables deposited in the Finance Charge Account for the related Monthly
Period and (y) the amount, if any, by which the Class B Investor Default Amount,
if any, for such Distribution Date exceeds the amount of Excess Finance Charge
Collections available to make payments with respect thereto pursuant to
subsection 4.13(d) of the Agreement.
In the event that the sum of the Class A Required Amount and the Class
B Required Amount for such Distribution Date is greater than zero, the Servicer
shall give written notice to the Trustee of such positive Class A Required
Amount or Class B Required Amount on the Determination Date. In the event that
the Class A Required Amount for such Distribution Date is greater than zero all
or a portion of the Excess Finance Charge Collections with respect to the
related Transfer Date in an amount equal to the Class A Required Amount for such
Distribution Date shall be distributed from the Finance Charge Account on
42
<PAGE>
such Distribution Date pursuant to subsection 4.13(a) of the Agreement. In the
event that the Class A Required Amount for such Transfer Date exceeds the amount
of Excess Finance Charge Collections with respect to such Transfer Date, the
Collections of Principal Receivables allocable to the CIA Certificates and the
Collections of Principal Receivables allocable to the Class B Certificates with
respect to the prior Monthly Period shall be applied as specified in Section
4.14 of the Agreement. In the event that after the application of Excess
Finance Charge Collections there is a Class B Required Amount for such Transfer
Date, the Collections of Principal Receivables allocable to the CIA Certificates
(after application to the Class A Required Amount) shall be applied as specified
in Section 4.14 of the Agreement; provided, however, that the sum of any
-------- -------
payments pursuant to this paragraph shall not exceed the sum of the Class A
Required Amount and the Class B Required Amount.
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 D hereto, shall make the withdrawals, deposits and
---------
payments specified in subsections (a) through (h) of this Section 4.09.
(a) On the Transfer Date preceding each Distribution Date, an
amount equal to the Class A 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 Class A Monthly Interest for such
Distribution Date, plus the amount of any Class A Monthly Interest
----
previously due but not paid to Class A Certificateholders on a prior
Distribution Date, plus the amount of any Class A Default Interest for such
----
Distribution Date, shall be deposited by the Servicer or the Trustee into
the A/B Distribution Account;
(ii) if First USA Bank is no longer the Servicer, an amount equal
to the Class A Monthly Servicing Fee for such Distribution Date shall be
distributed to the Servicer;
43
<PAGE>
(iii) an amount equal to the aggregate Class A Investor Default
Amount, if any, for such Distribution Date shall be (A) distributed to the
Holder of the Exchangeable Transferor Certificate on Distribution Dates
with respect to the Revolving Period, but not exceeding the Transferor
Interest (determined as of such Distribution Date after giving effect to
any Principal Receivables transferred to the Trust during the Monthly
Period relating to such 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 Distribution Dates with
respect to the Amortization Period; and
(iv) the balance, if any, shall constitute Excess Finance Charge
Collections and shall be allocated and distributed as set forth in Section
4.13 of the Agreement.
(b) On the Transfer Date preceding each Distribution Date, an
amount equal to the Class B Floating Allocation Percentage of Collections in
respect of Finance Charge Receivables deposited or deemed to have been deposited
in the Finance Charge Account for the related Monthly Period will be distributed
in the following priority:
(i) an amount equal to the Class B Monthly Interest for such
Distribution Date, plus the amount of any Class B Monthly Interest
----
previously due but not paid to the Class B Certificateholders on a prior
Distribution Date, plus the amount of any Class B Default Interest for such
----
Distribution Date, shall be deposited by the Servicer or the Trustee into
the A/B Distribution Account;
(ii) if First USA Bank is no longer the Servicer, an amount equal
to the Class B Monthly Servicing Fee for such Distribution Date shall be
distributed to the Servicer; and
(iii) the balance, if any, shall constitute Excess Finance
Charge Collections and shall be allocated and distributed as set forth in
Section 4.13 of the Agreement.
44
<PAGE>
(c) On the Transfer Date preceding each Distribution Date, an
amount equal to the CIA Floating Allocation Percentage of Collections in respect
of Finance Charge Receivables deposited or deemed to have been deposited in the
Finance Charge Account for the related Monthly Period will be distributed in the
following priority:
(i) if First USA Bank is no longer the Servicer, an amount equal
to the CIA Monthly Servicing Fee for such Distribution Date shall be
distributed to the Servicer; and
(ii) the balance, if any, shall constitute Excess Finance Charge
Collections and shall be allocated and distributed as set forth in Section
4.13 of the Agreement.
(d) 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 Principal Collections 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) remaining 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(d)(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(d)(ii) with respect to such
Transfer Date shall be paid to the Holder of the Exchangeable Transferor
Certificate
45
<PAGE>
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).
(e) 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:
(i) an amount equal to the Class A Monthly Principal for such
Transfer Date plus, to the extent of any applicable Principal Shortfall for
----
the related 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 A/B Distribution Account;
(ii) after giving effect to the distribution referred to in
clause (i) above, an amount equal to the Class B Monthly Principal plus, to
----
the extent of any applicable Principal Shortfall for the related
Distribution Date, Excess Principal Collections from other Series, to the
extent available, shall be deposited into the A/B Distribution Account;
(iii) after giving effect to the distributions referred to in
clauses (i) and (ii) above, an amount equal to the CIA Monthly Principal
plus, to the extent of any applicable Principal Shortfall for the related
----
Distribution Date, Excess Principal Collections from other Series, to the
extent available, shall be deposited into the CIA Distribution Account;
(iv) 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 Collec-
46
<PAGE>
tions remaining after the application specified in subsections 4.09(e)(i),
(ii) and (iii) 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 Available Investor
Principal Collections, shall remain in the Principal Account to be treated
as Excess Principal Collections and applied to Series other than this
Series 1996-3; and
(v) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections over (B) the applications specified in
subsection 4.09(e)(i) through (iv) 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(e)(v) 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(e)(v) be greater than the Transferor Interest on such Transfer Date.
(f) On the earlier to occur of the first Transfer Date with
respect to the Rapid Amortization Period or the Transfer Date immediately
preceding the Class A Scheduled Payment Date, the Trustee shall withdraw from
amount on deposit in the Principal Funding Account and first deposit in the A/B
-----
Distribution Account an amount equal to the lesser of (i) the amount on deposit
in the Principal Funding Account and (ii) the sum of the Class A Invested Amount
and the Class B Invested Amount and deposit in the CIA Distribution Account an
amount equal to the lesser of (i) the amount remaining on deposit
47
<PAGE>
in the Principal Funding Account and (ii) the CIA Invested Amount.
(g) [Reserved]
(h) On the earlier to occur of the first Distribution Date with
respect to the Rapid Amortization Period or the Class A Scheduled Payment Date
and on each Distribution Date thereafter, the Trustee shall pay in accordance
with Section 5.01 of the Agreement from the A/B Distribution Account the amount
so deposited into the A/B Distribution Account pursuant to subsection 4.09(f) of
the Agreement on the related Transfer Date in the following priority:
(i) an amount equal to the lesser of such amount on deposit in
the A/B Distribution Account and the Class A Invested Amount shall be paid
to the Class A Certificateholders;
(ii) on the Class B Principal Commencement Date and on each
Distribution Date thereafter, after giving effect to the distributions
referred to in clause (i) above, an amount equal to the lesser of such
amount on deposit in the A/B Distribution Account and the Class B Invested
Amount shall be paid to the Class B Certificateholders; and
(iii) on the CIA Principal Commencement Date and on each
Distribution Date thereafter, after giving effect to the distributions
referred to in clauses (i) and (ii) above, an amount equal to the lesser of
such amount on deposit in the CIA Distribution Account and the CIA Invested
Amount shall be paid to the CIA Certificateholders.
(i) The Accumulation Period is scheduled to commence at the close
of business on May 31, 1998; provided, however, that, if the Accumulation Period
-------- -------
Length (determined as described below) is less than 12 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 Class A 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
48
<PAGE>
equal the Accumulation Period Length. On the Determination Date immediately
preceding the February 1998 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 the
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.
- -------
Section 4.10 Payment of Certificate Interest. On each Distribution
-------------------------------
Date, the Principal Paying Agent shall pay in accordance with Section 5.01 of
the Agreement to the Class A Certificateholders from the A/B Distribution
Account the amount deposited into the A/B Distribution Account pursuant to
subsections 4.09(a)(i), 4.13(a), 4.14(a)(i)(x) and 4.14(b)(i) of the Agreement
on the related Transfer Date or such Distribution Date, as applicable, to the
Class B Certificateholders from the A/B Distribution Account the amount
deposited into the A/B Distribution Account pursuant to subsections 4.09(b)(i),
4.13(c) and 4.14(a)(i)(y) of the Agreement on the related Transfer Date and the
CIA Paying Agent shall pay to the CIA Certificateholders from the CIA
Distribution Account the amount deposited into the CIA Distribution Account
pursuant to subsection 4.13(f) of the Agreement on such Distribution Date.
Section 4.11 [Reserved]
Section 4.12 Investor Charge-Offs.
--------------------
(a) On each Distribution Date, the Servicer shall calculate the
Class A Investor Default Amount. If on any Distribution Date, the Class A
Investor Default Amount for such Distribution Date exceeds the sum of the amount
allocated with respect thereto pursuant to subsection 4.09(a)(iii), subsection
4.13(a) and Section 4.14 of the Agreement with respect to the Monthly Period
immediately preceding such Distribution Date, the CIA Invested Amount will be
reduced by the amount of such excess, but not more than the lesser of the Class
A Investor Default Amount and the CIA Invested Amount for such Distribution
Date. In the event that such reduction would cause the CIA Invested Amount to be
a negative number, the CIA Invested Amount will be reduced to zero, and the
Class
49
<PAGE>
B Invested Amount will be reduced by the amount by which the CIA Invested Amount
would have been reduced below zero. In the event that such reduction would
cause the Class B Invested Amount to be a negative number, the Class B Invested
Amount will be reduced to zero, and the Class A Invested Amount will be reduced
by the amount by which the Class B Invested Amount would have been reduced below
zero, but not more than the Class A Investor Default Amount for such
Distribution Date (a "Class A Investor Charge-Off"). If the Class A Invested
---------------------------
Amount has been reduced by the amount of any Class A Investor Charge-Offs, it
will be reimbursed on any Distribution Date (but not by an amount in excess of
the aggregate Class A Investor Charge-Offs) by the amount of Excess Finance
Charge Collections allocated and available for such purpose pursuant to
subsection 4.13(b) of the Agreement.
(b) On each Distribution Date, the Servicer shall calculate the
Class B Investor Default Amount. If on any Distribution Date, the Class B
Investor Default Amount for such Distribution Date exceeds the amount of Excess
Finance Charge Collections and Reallocated Principal Collections which are
allocated and available to fund such amount pursuant to subsection 4.13(d) and
Section 4.14 of the Agreement, the CIA Invested Amount (after giving effect to
any adjustments with respect thereto as described in the preceding paragraph)
will be reduced by the amount of such excess but not more than the lesser of the
Class B Investor Default Amount and the CIA Invested Amount for such
Distribution Date. In the event that such reduction would cause the CIA Invested
Amount to be a negative number, the CIA Invested Amount shall be reduced to zero
and the Class B Invested Amount shall be reduced by the amount by which the CIA
Invested Amount would have been reduced below zero, but not more than the Class
B Investor Default Amount for such Distribution Date (a "Class B Investor
----------------
Charge-Off"). The Class B Invested Amount will also be reduced by the amount of
- ----------
Reallocated Class B Principal Collections in excess of the CIA Invested Amount
pursuant to Section 4.14 of the Agreement and the amount of any portion of the
Class B Invested Amount allocated to the Class A Certificates to avoid a
reduction in the Class A Invested Amount pursuant to subsection 4.12(a) of the
Agreement. The Class B Invested Amount will thereafter be reimbursed (but not in
the excess of the unpaid principal balance of the Class B Certificates) on any
Distribution Date by the amount of Excess Finance
50
<PAGE>
Charge Collections allocated and available for that purpose as described under
subsection 4.13(e) of the Agreement.
(c) On each Distribution Date, the Servicer shall calculate the
CIA Investor Default Amount. If on any Distribution Date, the CIA Investor
Default Amount for such Distribution Date exceeds the sum of the amount of
Excess Finance Charge Collections which are allocated and available to fund such
amount pursuant to subsection 4.13(h) of the Agreement and amounts applied with
respect to the CIA Investor Default Amount pursuant to the Exchangeable
Certificate Purchase Agreement (which amounts shall be applied as specified in
subsection 4.13(h) of the Agreement), the CIA Invested Amount (after giving
effect to any adjustments with respect thereto as described in the preceding
paragraphs) will be reduced by the amount of such excess but not more than the
lesser of the CIA Investor Default Amount and the CIA Invested Amount for such
Distribution Date (a "CIA Investor Charge-Off"). The CIA Invested Amount will
-----------------------
also be reduced by the amount of Reallocated Principal Collections pursuant to
Section 4.14 of the Agreement and the amount of any portion of the CIA Invested
Amount allocated to the Class A Certificates or the Class B Certificates to
avoid a reduction in the Class A Invested Amount, pursuant to subsection 4.12(a)
of the Agreement, or the Class B Invested Amount, pursuant to subsection 4.12(b)
of the Agreement, respectively. The CIA Invested Amount will thereafter be
reimbursed (but not in the excess of the unpaid principal balance of the CIA
Certificates) on any Distribution Date by the amount of Excess Finance Charge
Collections allocated and available for that purpose as described under
subsection 4.13(i) of the Agreement.
Section 4.13 Excess Finance Charge Collections for the Series 1996-3
-------------------------------------------------------
Certificates. On each Transfer Date, the Servicer will apply or cause the
- ------------
Trustee to apply Excess Finance Charge Collections with respect to the related
Monthly Period, to make the following distributions in the following priority:
(a) an amount equal to the Class A Required Amount, if any, with
respect to the related Monthly Period will be used to fund the Class A Required
Amount and be applied in accordance with subsection 4.09(a) of the Agreement;
51
<PAGE>
(b) an amount equal to the aggregate amount of Class A Investor
Charge-Offs, which have not been previously reimbursed (after giving effect to
the allocation with respect to the related Distribution Date of certain other
amounts applied for that purpose) will be distributed to the Holder of the
Exchangeable Transferor Certificate on Transfer Dates with respect to the
Revolving Period, but not exceeding the Transferor Interest in Principal
Receivables (determined as of such Transfer Date after giving effect to any
Principal Receivables transferred to the Trust on such date) and on Transfer
Dates with respect to the Amortization Period, will be deposited in the
Principal Account and treated as a portion of Available Investor Principal
Collections for the related Distribution Date;
(c) an amount equal to the amount of interest which has accrued
with respect to the Class B Outstanding Principal Balance at the applicable
Class B Certificate Rate but has not been deposited in the A/B Distribution
Account for the benefit of the Class B Certificateholders either on such
Transfer Date or on a prior Transfer Date and any other amounts due and owing on
the related Distribution Date pursuant to subsection 4.09(b)(i) of the Agreement
will be deposited into the A/B Distribution Account for payment to the Class B
Certificateholders;
(d) an amount equal to the aggregate Class B Investor Default
Amount, if any, for the related Distribution Date will be distributed to the
holder of the Exchangeable Transferor Certificate on Transfer Dates with respect
to the Revolving Period (but not exceeding the Transferor Interest in Principal
Receivables (determined as of such Transfer Date after giving effect to any
Principal Receivables transferred to the Trust on such date)), and on Transfer
Dates with respect to the Amortization Period will be deposited in the Principal
Account and treated as a portion of Available Investor Principal Collections for
the related Distribution Date;
(e) an amount equal to the aggregate amount by which the Class B
Invested Amount has been reduced below the initial Class B Invested Amount for
reasons other than the payment of principal to the Class B Certificateholders
(but not in excess of the aggregate amount of such reductions which have not
been previously
52
<PAGE>
reimbursed) will be distributed to the Transferor on Transfer Dates with respect
to the Revolving Period, but not in an amount exceeding the Transferor Interest
in Principal Receivables on such day (after giving effect to any new Receivables
transferred to the Trust on such day) and on Transfer Dates with respect to the
Amortization Period will be deposited in the Principal Account and treated as a
portion of Available Investor Principal Collections for the related Distribution
Date;
(f) an amount equal to the CIA Monthly Interest for the related
Distribution Date, plus the amount of any CIA Monthly Interest previously due
----
but not paid to the CIA Certificateholders on a prior Distribution Date, plus
----
the amount of any CIA Default Interest for the related Distribution Date, will
be deposited into the CIA Distribution Account for payment to the CIA
Certificateholders;
(g) an amount equal to the Unpaid Investor Monthly Servicing Fee
will be paid to the Servicer;
(h) an amount equal to the aggregate CIA Investor Default Amount,
if any, for the related Distribution Date will be distributed to the holder of
the Exchangeable Transferor Certificate on Transfer Dates with respect to the
Revolving Period (but not exceeding the Transferor Interest in Principal
Receivables (determined as of such Transfer Date after giving effect to any
Principal Receivables transferred to the Trust on such date)), and on Transfer
Dates with respect to the Amortization Period will be deposited in the Principal
Account and treated as a portion of Available Investor Principal Collections for
the related Distribution Date;
(i) an amount equal to the aggregate amount by which the CIA
Invested Amount has been reduced below the initial CIA Invested Amount for
reasons other than the payment of principal to the CIA Certificateholders (but
not in excess of the aggregate amount of such reductions which have not been
previously reimbursed) will be distributed to the holder of the Exchangeable
Transferor Certificate on Transfer Dates with respect to the Revolving Period,
but not in an amount exceeding the Transferor Interest in Principal Receivables
on such day (after giving effect to any new Receivables transferred to the Trust
on such day) and on Transfer Dates with respect
53
<PAGE>
to the Amortization Period will be deposited in the Principal Account and
treated as a portion of Available Investor Principal Collections for the related
Distribution Date;
(j) 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 4.17(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
(k) the balance, if any, after giving effect to the payments made
pursuant to subparagraphs (a) through (j) above shall constitute "Sharing Series
--------------
Excess Available Funds" and shall be applied in accordance with the provisions
- ----------------------
of the Exchangeable Certificate Purchase Agreement.
Section 4.14 Reallocated Principal Collections for the Series 1996-3
-------------------------------------------------------
Certificates.
- ------------
(a) On each Distribution Date, the Servicer will apply or cause
the Trustee to apply an amount, not to exceed the CIA Invested Amount, equal to
the product of (a)(i) during the Revolving Period, the CIA Floating Allocation
Percentage or (ii) during an Amortization Period, the CIA Fixed/Floating
Allocation Percentage and (b) the amount of Collections of Principal Receivables
with respect to the related Monthly Period in the following priority (such
collections applied in accordance with clause (i) below are called "Reallocated
-----------
CIA Principal Collections"):
- -------------------------
(i) an amount equal to the sum of (x) the excess, if any, of the
Class A Required Amount with respect to such related Monthly Period over
the amount of Excess Finance Charge Collections with respect to such
related Monthly Period and (y) the Class B Required Amount with respect to
the related Monthly Period which amount shall be applied in priority first
pursuant to subsections 4.09(a)(i) through (iii) of the Agreement and then
pursuant to subsections 4.09(b)(i) and (ii) and 4.13(d) of the Agreement;
and
54
<PAGE>
(ii) any such collections not applied in the foregoing manner
(and therefore not constituting Reallocated CIA Principal Collections)
will, on Distribution Dates with respect to the Revolving Period, be
applied as Available Investor Principal Collections.
(b) On each Distribution Date, the Servicer will apply or cause
the Trustee to apply an amount, not to exceed the Class B Invested Amount, equal
to the product of (a)(i) during the Revolving Period, the Class B Floating
Allocation Percentage or (ii) during an Amortization Period, the Class B
Fixed/Floating Allocation Percentage and (b) the amount of Collections of
Principal Receivables with respect to the related Monthly Period in the
following priority (such collections applied in accordance with clause (i) below
are called "Reallocated Class B Principal Collections"):
-----------------------------------------
(i) an amount equal to the excess, if any, of the Class A
Required Amount with respect to such related Monthly Period over the sum of
(x) the amount of Excess Finance Charge Collections with respect to such
related Monthly Period and (y) the amount of Reallocated CIA Principal
Collections applied with respect thereto for the related Monthly Period
shall be applied in priority pursuant to subsection 4.09(a)(i) through
(iii) of the Agreement; and
(ii) any such collections not applied in the foregoing manner
(and therefore not constituting Reallocated Class B Principal Collections)
will, on Distribution Dates with respect to the Revolving Period, be
applied as Available Investor Principal Collections.
On each Distribution Date the CIA Invested Amount shall be reduced by
the amount of Reallocated CIA Principal Collections and by the amount of
Reallocated Class B Principal Collections for such Distribution Date. In the
event that such reduction would cause the CIA Invested Amount to be a negative
number, the CIA Invested Amount shall be reduced to zero and the Class B
Invested Amount shall be reduced by the amount by which the CIA Invested Amount
would have been reduced below zero. In the event that the reallocation of
Principal Collections
55
<PAGE>
would cause the Class B Invested Amount to be a negative number on any
Distribution Date, Principal Collections shall be reallocated on such
Distribution Date in an aggregate amount not to exceed the amount which would
cause the Class B Invested Amount to be reduced to zero.
Section 4.15 Determination of LIBOR.
----------------------
(a) On June 4, 1996 and 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 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 provided 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, 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 Class A Certificate Rate, the Class B Certificate Rate
and the CIA Certificate Rate applicable to the then current and the immediately
preceding Interest Periods may be obtained by any Series 1996-3
Certificateholder by telephoning the CIA Paying Agent in New York, New York at
its corporate trust office at (212) 815-5737.
(c) On each LIBOR Determination Date, the Trustee shall send to
the Servicer by facsimile notification of LIBOR for the following Interest
Period. The Trustee shall cause the Class A Certificate Rate and the Class B
Certificate Rate as well as the Class A Monthly Interest and Class B Monthly
Interest applicable to an Interest Period to be provided to the Luxembourg Stock
Ex-
56
<PAGE>
change as soon as possible after its determination but in no event later than
the first day of such Interest Period.
(d) The Servicer will notify the Trustee and the Paying Agents of
each determination of the Class A Certificate Rate, the Class B Certificate
Rate, the amount of interest payable on the Class A Certificates and the Class B
Certificates for such Interest Period and the beginning and ending dates of each
Interest Period promptly after such determination is made. So long as the Class
A Certificates and the Class B Certificates are represented by the Temporary
Global Certificates, the Principal Paying Agent shall notify the Foreign
Clearing Agencies, and so long as the Class A Certificates and the Class B
Certificates are listed on the Luxembourg Stock Exchange and the rules of the
Luxembourg Stock Exchange so require, the Luxembourg Paying Agent will notify
the Luxembourg Stock Exchange of such determination not later than two Business
Days thereafter.
(e) The Principal Paying Agent will cause the Class A Certificate
Rate and the Class B Certificate Rate for each Interest Period, the amount of
interest payable on the Class A Certificates and the Class B Certificates for
such Interest Period in respect of each $10,000 and $100,000 denomination of
Class A Certificates and Class B Certificates and the beginning and ending dates
and Distribution Date for each Interest Period to be published in a daily
newspaper of general circulation in London, England and, so long as the Class A
Certificates and the Class B Certificates are listed on the Luxembourg Stock
Exchange and the rules of the Luxembourg Stock Exchange so require, the
Luxembourg Paying Agent will cause such information to be published in a daily
newspaper of general circulation in Luxembourg, or, if publication in London or
Luxembourg is not practicable, in a daily newspaper of general circulation in
another city in Western Europe, as soon as possible after the determination of
the Class A Certificate Rate and the Class B Certificate Rate, but in no event
later than the fourth Business Day following the applicable LIBOR Determination
Date.
57
<PAGE>
Section 4.16 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 Investor 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 Investor
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 Investor
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 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(e) 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 such 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 Investor
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.
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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 Class A Available Funds pursuant to subsection
4.09(a)(i) 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 4.17(d) of the Agreement. Principal Funding 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 4.17 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 Investor 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 Investor 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 Investor 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
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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 4.13(j) 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 Transfer Date. The Trustee
shall maintain for the benefit of the Investor 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 Class A 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 Class A 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
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Reserve Account under subsection 4.13(j) 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
Class A 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 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, and apply as Excess Finance Charge
Collections, 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 Class
A Invested Amount is paid in full to the Class A Certificateholders, (iii) if
the Accumulation Period has not commenced, the occurrence of a Pay Out Event
with respect to Series 1996-3 and (iv) if the Accumulation Period has commenced,
the earlier of the first Transfer Date with respect to the Rapid Amortization
Period and the Class A 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 1996-3 Certificateholders that are payable from the
Reserve Account as provided herein, shall withdraw from the Reserve Account and
apply as Excess Finance Charge Collections, 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
1996-3 Certificates:
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ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
Section 5.01 Distributions.
-------------
(a) On each Distribution Date, the Principal 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 each
Class A 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 Certificateholder's pro rata share (based on the
--- ----
aggregate Undivided Interests represented by Class A Certificates held by such
Certificateholder) of amounts on deposit in the A/B Distribution Account as are
payable to the Class A Certificateholders pursuant to subsection 4.09(h) and
Section 4.10 of the Agreement. Such payment will be made, at the option of the
Holder hereof and subject to any applicable laws and regulations, by check
mailed to each Class A Certificateholder at such Certificateholder's address as
it appears on the Certificate Register or, in the case of Class A
Certificateholders holding Class A Certificates evidencing Undivided Interests
aggregating not less than 80% of the Invested Amount, by wire transfer, at the
expense of such Class A Certificateholder, to an account or accounts designated
by such Class A Certificateholder by written notice given to the Principal
Paying Agent not less than five days prior to the related Distribution Date;
provided, however, that the final payment in retirement of the Class A
- -------- -------
Certificates will be made only upon presentation and surrender of the Class A
Certificates at the office or offices, which shall not be in the United States,
specified in the notice of such final distribution delivered by the Trustee
pursuant to Section 12.03 of the Agreement.
(b) On each Distribution Date, the Principal 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 each Class B
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 Certificateholder's pro rata share
--- ----
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(based on the aggregate Undivided Interests represented by Class B Certificates
held by such Certificateholder) of amounts on deposit in the A/B Distribution
Account as are payable to the Class B Certificateholders pursuant to subsection
4.09(h) and Section 4.10 of the Agreement by check mailed to each Class B
Certificateholder at such Certificateholder's address as it appears on the
Certificate Register or, in the case of Class B Certificateholders holding Class
B Certificates evidencing Undivided Interests aggregating not less than 80% of
the Class B Invested Amount, by wire transfer, at the expense of such Class B
Certificateholder, to an account or accounts designated by such Class B
Certificateholder by written notice given to the Principal Paying Agent not less
than five days prior to the related Distribution Date; provided, however, that
-------- -------
the final payment in retirement of the Class B Certificates will be made only
upon presentation and surrender of the Class B Certificates at the office or
offices, which shall not be in the United States, specified in the notice of
such final distribution delivered by the Trustee pursuant to Section 12.03 of
the Agreement.
(c) On each Distribution Date, the CIAPaying 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 each CIA
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 Certificateholder's pro rata share (based on the aggregate
--- ----
Undivided Interests represented by CIA Certificates held by such
Certificateholder) of amounts on deposit in the CIA Distribution Account as are
payable to the CIA Certificateholders pursuant to subsection 4.09(h) and Section
4.10 and subsection 4.13(f) of the Agreement by wire transfer, at the expense of
such CIA Certificateholder, to an account or accounts designated by such CIA
Certificateholder by written notice given to the CIA Paying Agent not less than
five days prior to the related Distribution Date; provided, however, that the
-------- -------
final payment in retirement of the CIA Certificates will be made only upon
presentation and surrender of the CIA 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.
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(d) Any money paid by the Trust to any of the Paying Agents for
payment of principal or interest which remains unclaimed for two years after
such principal or interest shall have become due and payable will be repaid to
the Trust, and thereafter any holder of a Certificate or a Coupon may look only
to the Trust for payment thereof.
Section 5.02 Monthly Certificateholders' Statement.
-------------------------------------
(a) On each Distribution Date, the Principal Paying Agent shall
make available at its offices in London, England to each Class A
Certificateholder and each Class B Certificateholder and the CIA Paying Agent
shall forward to each CIA Certificateholder and each Rating Agency a statement
substantially in the form of Exhibit E prepared by the Servicer and delivered to
---------
the Trustee and each Paying Agent on the preceding Determination Date setting
forth the following information (which, in the case of (i), (ii) and (iii)
below, shall be stated on the basis of an original principal amount of $1,000
per Certificate):
(i) the total amount distributed;
(ii) the amount of such distribution allocable to Certificate
Interest;
(iii) the amount of such distribution allocable to Certificate
Principal;
(iv) the amount of Collections of Principal Receivables
processed during the related Monthly Period and allocated in respect of the
Class A Certificates, the Class B Certificates and the CIA Certificates,
respectively;
(v) the amount of Collections of Finance Charge Receivables
processed during the related Monthly Period and allocated in respect of the
Class A Certificates, the Class B Certificates and the CIA Certificates,
respectively, and the amount of Principal Funding Investment Proceeds and
investment earnings on amounts on deposit in the Reserve Account;
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(vi) the aggregate amount of Principal Receivables, the
Invested Amount, the Class A Invested Amount, the Class B Invested Amount,
the CIA Invested Amount, the Floating Allocation Percentage and, during the
Amortization Period, the Fixed/Floating Allocation Percentage with respect
to the Principal Receivables in the Trust as of the end of the day on the
Record Date;
(vii) the aggregate outstanding balance of Accounts which are
35, 65, 95, 125, 155 and 185 or more days Contractually Delinquent as of
the end of the day on the Record Date;
(viii) the aggregate Investor Default Amount, the Class A
Investor Default Amount, the Class B Investor Default Amount and the CIA
Investor Default Amount for the related Monthly Period;
(ix) the aggregate amount of Class A Investor Charge Offs, and
the amount by which the Class B Invested Amount and the CIA Invested Amount
have been reduced with respect to the related Monthly Period;
(x) the aggregate amount of Class A Investor Charge Offs
reimbursed and the amount by which reductions of the Class B Invested
Amount and the CIA Invested Amount have been reimbursed on the Transfer
Date immediately preceding such Distribution Date;
(xi) the amount of the Class A Monthly Servicing Fee, the
Class B Monthly Servicing Fee and the CIA Monthly Servicing Fee for the
related Monthly Period;
(xii) the amount of Reallocated CIA Principal Collections and
Reallocated Class B Principal Collections with respect to such Distribution
Date;
(xiii) the CIA Invested Amount and the Required CIA Invested
Amount as of the close of business on such Distribution Date;
(xiv) the Class A Pool Factor and the Class B Pool Factor as of
the end of the last day of the related Monthly Period;
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(xv) the Portfolio Yield for the related Monthly Period;
(xvi) the Base Rate for the related Monthly Period;
(xvii) the Principal Funding Account Balance on the related
Transfer Date;
(xviii) the Accumulation Shortfall;
(xix) the Accumulation Period Commencement Date and the
Accumulation Period Length; and
(xx) the Principal Funding Investment Shortfall, the Required
Reserve Account Amount, the Reserve Account Balance and the Reserve Draw
Amount for such Monthly Period.
(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 CIA Certificateholder, a statement prepared by the Servicer
containing the information required to be contained in the regular monthly
report to Series 1996-3 Certificateholders, as set forth in subclauses (i), (ii)
and (iii) above, aggregated for such calendar year or the applicable portion
thereof during which such Person was a CIA Certificateholder, together with such
other customary information (consistent with the treatment of the Certificates
as debt) as the Trustee or the Servicer deems necessary or desirable to enable
the CIA 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. Article VI of the Agreement. Article VI of the Agreement
---------------------------
(except for Sections 6.01 through 6.12 and Section 6.14 thereof) shall read in
its entirety as follows and shall be applicable only to the Series 1996-3
Certificates.
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ARTICLE VI
THE CERTIFICATES
Section 6.15. Global Certificates.
-------------------
(a) Notwithstanding anything to the contrary in the Agreement or the
Series 1996-3 Supplement, the Class A Certificates will initially be issued in
the form of a single temporary global certificate (the "Class A Temporary Global
------------------------
Certificate") in bearer form, without interest coupons, in the denomination of
- -----------
the entire aggregate principal amount of the Class A Certificates and
substantially in the form set forth in Exhibit A-1. The Class A Temporary
-----------
Global Certificate will be authenticated and delivered by the Trustee or its
agent to the Common Depositary outside the United States for credit to the
respective accounts of the Foreign Clearing Agencies and may be exchanged as
described in Section 6.16 for Bearer Certificates in definitive form
substantially in the form of Exhibit A-2 (the "Class A Bearer Certificates").
----------- ---------------------------
The Class A Bearer Certificates will constitute "Bearer Certificates" for all
purposes under the Agreement, and the provisions of the Agreement relating to
Bearer Certificates shall apply to the Class A Bearer Certificates in all
respects. The Class A Bearer Certificates shall be issued in minimum
denominations of $10,000 and $100,000.
(b) Notwithstanding anything to the contrary in the Agreement or the
Series 1996-3 Supplement, the Class B Certificates will initially be issued in
the form of a single temporary global certificate (the "Class B Temporary Global
------------------------
Certificate" and together with the Class A Temporary Global Certificate, the
- -----------
"Temporary Global Certificates") in bearer form, without interest coupons, in
- ------------------------------
the denomination of the entire aggregate principal amount of the Class A
Certificates and substantially in the form set forth in Exhibit B-1. The Class
-----------
B Temporary Global Certificate will be authenticated and delivered by the
Trustee or its agent to the Common Depositary outside the United States for
credit to the respective accounts of the Foreign Clearing Agencies and may be
exchanged as described in Section 6.16 for Bearer Certificates in definitive
form substantially in the form of Exhibit B-2 (the "Class B Bearer Certificates"
----------- ---------------------------
and together with the Class A Bearer Certificates, the "Bearer Certificates").
-------------------
The Class B Bearer Certificates will constitute "Bearer Cer-
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<PAGE>
tificates" for all purposes under the Agreement, and the provisions of the
Agreement relating to Bearer Certificates shall apply to the Class B Bearer
Certificates in all respects. The Class B Bearer Certificates shall be issued
in minimum denominations of $10,000 and $100,000.
(c) No interest will be paid in respect of any beneficial interest in
the Temporary Global Certificates and no exchange of an interest in the
Temporary Global Certificates for a Bearer Certificate may occur until the
person entitled to receive such Bearer Certificate provides certification as to
non-U.S. beneficial ownership as provided in Section 6.16. Until the Class A
Temporary Global Certificate is exchanged for a Class A Bearer Certificate, or
the Class B Temporary Global Certificate is exchanged for a Class B Bearer
Certificate, any holder thereof shall be entitled to receive payments of
interest thereon only to the extent that the person appearing in the records of
the Foreign Clearing Agency as the beneficial owner thereof or a portion thereof
has delivered to such Foreign Clearing Agency a certification and the Foreign
Clearing Agency has delivered to the Trustee a certification, in each case
pursuant to Section 6.16 of the Series Supplement on or prior to the date of
distribution.
Section 6.16. Exchange of Temporary Global Certificates for Bearer
----------------------------------------------------
Certificates.
- ------------
(a) UBS Limited shall, upon its determination of the Temporary Global
Certificate Exchange Date, so advise the Trustee, the Transferor, the Common
Depositary and each Foreign Clearing Agency forthwith. Without unnecessary
delay, but in any event not later than the Temporary Global Certificate Exchange
Date, the Transferor will execute and deliver to the Trustee at its London
office or its designated office outside the United States definitive Class A
Bearer Certificates in an aggregate principal amount equal to the Class A
Initial Invested Amount and definitive Class B Bearer Certificates in an
aggregate principal amount equal to the Class B Initial Invested Amount. All
Class A Bearer Certificates and Class B Bearer Certificates so issued and
delivered will have coupons attached substantially in the form of Exhibit F-1
-----------
and a special coupon substantially in the form of Exhibit F-2 (collectively, the
-----------
"Coupons"). The Class A Temporary Global Certificate may be exchanged for an
-------
equal aggregate
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<PAGE>
amount of Class A Bearer Certificates and the Class B Temporary Global
Certificate may be exchanged for an equal aggregate amount of the Class B Bearer
Certificates only on or after the Temporary Global Certificate Exchange Date.
Notwithstanding the foregoing, no holder of an interest in a Temporary Global
Certificate will have any right to receive a Bearer Certificate in exchange for
such interest prior to the Temporary Global Certificate Exchange Date and prior
to certification (in the manner provided in this Section 6.16) that either such
holder is not a United States person or is otherwise a permitted holder.
(b) The Class A Bearer Certificates and the Class B Bearer
Certificates shall be authenticated and delivered by the Trustee or its agent in
exchange for only that portion of the Class A Temporary Global Certificate and
the Class B Temporary Global Certificate, as the case may be, in respect of
which there shall have been presented to the Trustee by the applicable Foreign
Clearing Agency, a certificate, substantially in the form set out in Exhibit G-1
-----------
that the Trustee does not know to be false, to the effect that such Foreign
Clearing Agency has received from or in respect of a person entitled to a
particular principal amount of the Class A Certificates or the Class B
Certificates, as applicable (as shown by its records), a certificate from such
person in or substantially in the form of Exhibit G-2. Upon receipt of such
-----------
certification, the Trustee shall cause the Temporary Global Certificates to be
endorsed in accordance with subsection 6.16(d) below.
(c) On an exchange of the whole of a Temporary Global Certificate,
such Temporary Global Certificate shall be surrendered to the Trustee at its
office in London, England for cancellation and shall be returned by the Trustee
to the Transferor. On an exchange of only part of a Temporary Global
Certificate, details of such exchange shall be entered by the Principal Paying
Agent on behalf of the Trust, and further exchanges may be effected, without the
issue of a new Temporary Global Certificate, by the Trust or its agent endorsing
Schedule A of the Temporary Global Certificate previously issued to reflect a
decrease in the aggregate principal amount of the Temporary Global Certificate.
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(d) Upon any such exchange of all or a portion of a Temporary Global
Certificate for a Bearer Certificate or Bearer Certificates, such Temporary
Global Certificate shall be endorsed by or on behalf of the Trustee to reflect
the reduction in the principal amount by an amount equal to the aggregate
principal amount of such Bearer Certificate or Bearer Certificates. Until so
exchanged in full, the Temporary Global Certificates will in all respects be
entitled to the same benefits under this Agreement as Class A Bearer
Certificates authenticated and delivered hereunder except that the beneficial
owners of such Temporary Global Certificate will not be entitled to receive
payments of interest until they have exchanged their beneficial interests in
such Temporary Global Certificate for Class A Bearer Certificates.
(e) The delivery to the Trustee by a Foreign Clearing Agency of any
written statement referred to above may be relied upon by the Transferor and the
Trustee as conclusive evidence that a corresponding certification or
certifications has or have been delivered to such Foreign Clearing Agency
pursuant to the terms of this Supplement.
(f) The Bearer Certificates to be delivered in exchange for the
Temporary Global Certificates shall be delivered only outside the United States.
(g) Any exchange as provided in this Section shall be made free of
charge to the holders and the beneficial owners of the Temporary Global
Certificates and to the beneficial owners of the Bearer Certificates issued in
exchange, except that a person receiving a Bearer Certificate must bear the cost
of insurance, postage, transportation and the like in the event that such person
does not receive such Bearer Certificate in person at the offices of applicable
Foreign Clearing Agency.
Until the exchange of the Temporary Global Certificates as aforesaid,
the bearer thereof shall in all respects be entitled to the same benefits as if
it were the bearer of Bearer Certificates and the Coupons attached thereto.
Section 6.17. Monthly Payment Coupons. Following the occurrence of a
-----------------------
Pay Out Event and upon the surrender of a Class A Bearer Certificate or Class B
Bearer Certificate, as applicable, and all unmatured
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Coupons appertaining thereto (or in the case of missing unmatured Coupons, cash
in an amount due under such missing unmatured Coupons (based upon the Class A
Certificate Rate or the Class B Certificate Rate, as applicable, for the first
Interest Period ending after the occurrence of such Pay Out Event)) to the
Trustee at its office outside the United States or any Paying Agent, the Holder
of such Bearer Certificate shall receive coupons in the form of Exhibit F-3 (the
-----------
"Monthly Payment Coupons") entitling such Holder to receive monthly payments of
-----------------------
principal and interest on each Distribution Date relating to the Rapid
Amortization Period. Such Holder shall receive one Monthly Payment Coupon for
each Distribution Date during the period from the date of such surrender to the
June 1999 Distribution Date. Any amounts paid as cash in lieu of missing
unmatured coupons will be paid upon surrender of the missing Coupons.
SECTION 9. Series 1996-3 Pay Out Events. If any one of the following
----------------------------
events shall occur with respect to the Series 1996-3 Certificates:
(a) failure on the part of the Transferor (i) to make any payment
or deposit required by the terms of (A) the Agreement or (B) this Series
Supplement, on or before the date occurring five days after the date such
payment or deposit is required to be made herein or (ii) duly to observe or
perform in any material respect any 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 1996-3 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 1996-3 Certificates evidencing Undivided Interests aggregating
not less than 50% of the Invested Amount of this Series 1996-3, and continues to
affect materially and adversely the interests of the Series 1996-3
Certificateholders for such 60-day 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)
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<PAGE>
shall prove to have been incorrect in any material respect when made or when
delivered, which continues to be incorrect in any material respect for a period
of 60 days after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Transferor by the Trustee, or
to the Transferor and the Trustee by the Holders of the Series 1996-3
Certificates evidencing Undivided Interests aggregating more than 50% of the
Invested Amount of this Series 1996-3, and (ii) as a result of which the
interests of the Series 1996-3 Certificateholders are materially and adversely
affected and continue to be materially and adversely affected for such 60-day
period; provided, however, that a Series 1996-3 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 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;
(e) any Servicer Default shall occur which would have a material
adverse effect on the Series 1996-3 Certificateholders;
(f) the Servicer determines that the Trust has or will become
obligated to deduct or withhold amounts ("Withholding Tax") from payments to be
---------------
made to the Class A Certificateholders or the Class B Certificateholders on the
next succeeding Distribution Date for or on account of any tax, assessment or
other governmental charge by the United States or any political subdivision or
taxing authority thereof or therein on any amounts due to the Class A
Certificateholders or the Class B Certificateholders (other than any such tax
that would not have been imposed but for any connection between such holder and
the United States, the Trust or the Transferor, or the status of such holder for
United States federal income tax purposes), as a result of any change in, or
amendment to, the laws (or regulations or rulings promulgated thereunder) of the
United States or any political subdivision or
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taxing authority thereof or therein, or any change in official position
regarding the application or interpretation of such laws, regulations or rulings
(including a change in the law or in the official application or interpretation
of the law of any jurisdiction), other than any such change which results in the
recharacterization of the Class A Certificates or the Class B Certificates as
not constituting indebtedness for United States federal income tax purposes,
which change or amendment becomes effective on or after the Closing Date;
provided that such obligation to deduct or withhold cannot be avoided by the use
- --------
of reasonable measures available to the Trust that, in the good faith opinion of
the Servicer, will not have either (x) a material adverse impact on the conduct
of the business of the Transferor or (y) an adverse effect on or will result in
a Rating Agency's reducing or withdrawing its rating of the Series 1996-3
Certificates on any other outstanding Series of Investor Certificates; and
provided further, that if the effective date of the foregoing change or
- -------- -------
amendment is a date that is 90 days or more from the date of the Servicer's
determination, such Series 1996-3 Pay Out Event shall be deemed to occur on the
first Distribution Date on or following the Servicer's determination; or
(g) the Servicer determines that payments to the Class A
Certificateholders or the Class B Certificateholders on the next succeeding
Distribution Date made outside the United States by the Trustee, the Servicer or
any Paying Agent in respect of any Class A Certificate, Class B Certificate or
Coupon would, under any present or future law or regulation of the United
States, be subject to any certification, documentation, information or other
reporting requirement of any kind, the effect of which requirement is the
disclosure to the Trustee, the Servicer, any Paying Agent or any government
authority of the nationality, residence or identity of a beneficial owner of
such Class A Certificate, Class B Certificate or Coupon who is a United States
Alien (other than such a requirement (x) which would not be applicable to a
payment made by the Trustee, the Servicer or by any Paying Agent (i) directly to
the beneficial owner or (ii) to a custodian, nominee or other agent of the
beneficial owner, (y) which can be satisfied by such custodian, nominee or other
agent certifying that the beneficial owner is a United States Alien, provided
that, in any case referred to in clauses (x)(ii) or (y), payment by the
custodian, nominee
73
<PAGE>
or agent to the beneficial owner is not otherwise subject to any such
requirement or (z) which would not be applicable to a payment made by at least
one other Paying Agent);
then, in the case of any event described in subparagraph (a), (b) or (e), after
the applicable grace period set forth in such subparagraphs, either the Trustee
or the Holders of Series 1996-3 Certificates evidencing Undivided Interests
aggregating more than 50% of the Invested Amount of this Series 1996-3 by notice
then given in writing to the Transferor and the Servicer (and to the Trustee if
given by the Certificateholders) may declare that a pay out event (a "Series
------
1996-3 Pay Out Event") has occurred as of the date of such notice, and in the
- --------------------
case of any event described in subparagraphs (c), (d), (f) or (g) a Series 1996-
3 Pay Out Event shall occur without any notice or other action on the part of
the Trustee or the Series 1996-3 Certificateholders immediately upon the
occurrence of such event. The Servicer's determination that an event described
in subsection (f) or (g) has occurred will be evidenced by delivery to the
Trustee of (x) a certificate setting forth a statement of facts showing that
such Pay Out Event has occurred or will occur and (y) an opinion of independent
legal counsel to such effect based on such statement of facts. In any such
case, the Pay Out Event in either subsection (f) or (g) shall be deemed to have
occurred on the first Distribution Date following the Servicer's determination.
SECTION 10. Rights of Series 1996-3 Certificateholders Upon the
---------------------------------------------------
Occurrence of Certain Events. For purposes of Series 1996-3, 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, (y) with
respect to Series 1996-3, the principal amount of each class of the Series
1996-3 Certificates and (z) with respect to each other Sharing Series, the
principal amount of each Senior Class of Investor Certificates of such
Sharing Series and the CIA Certificates of such Sharing Series as well as
more than 50% of the holders of interests in
74
<PAGE>
the right to receive interest payments in respect of the CIA Invested
Amount of such Sharing Series, 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 Group E1 Series affirmatively instructs the Trustee not to
sell the portion of the Receivables allocable to the Group E1 Series.
SECTION 11. Series 1996-3 Termination. The right of the Series 1996-
-------------------------
3 Certificateholders to receive payments from the Trust will terminate on the
first Business Day following the Series 1996-3 Termination Date.
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 CIA Certificates; Legends. (a) No CIA
--------------------------------------
Certificate or any interest therein may be sold (including in the initial
offering), transferred, assigned, participated, pledged, hypothecated or
otherwise disposed of except in accordance with Section 8.1 of the Exchangeable
Certificate Purchase Agreement.
(b) Each CIA Certificate will bear a legend or legends substantially
in the following form:
75
<PAGE>
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, (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 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 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).
76
<PAGE>
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
AGREEMENT, THE SERIES 1996-3 SUPPLEMENT 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.
SECTION 14. Tax Characterization of the CIA Certificates. It is the
--------------------------------------------
intention of the parties hereto that the CIA Certificates be treated for tax
purposes as indebtedness. In the event that the CIA Certificates are not so
treated, it is the intention of the parties that the CIA Certificates be treated
as an interest in a partnership that owns the Receivables. In the event that
the CIA Certificates are treated as an interest in a partnership, it is the
intention of the parties that interest payable on the CIA Certificates be
treated as guaranteed payments and, if for any reason it is not so treated, that
the holders of beneficial interests in the CIA Certificates be specially
allocated gross interest income equal to the interest accrued during each
Interest Period on the CIA Certificates.
SECTION 15. 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. Subsection
12.01(c) of the Agreement is hereby amended by substituting in the second
sentence thereof in place of the words "and pay the proceeds to all
Certificateholders of such Series . . ." the following: "and pay the proceeds
to the Investor Certificateholders of such Series . . ."
SECTION 16. Counterparts. This Series Supplement may be executed in
------------
any number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and the
same instrument.
77
<PAGE>
SECTION 17. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED
-------------
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 18. 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
competent 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).
78
<PAGE>
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series 1996-3 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-1
FORM OF CLASS A TEMPORARY GLOBAL CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO ANY U.S.
PERSON (EACH AS DEFINED HEREIN).
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
THIS CERTIFICATE IS A CLASS A TEMPORARY GLOBAL CERTIFICATE, WITHOUT
COUPONS, EXCHANGEABLE FOR CLASS A BEARER CERTIFICATES WITH INTEREST COUPONS.
THE RIGHTS ATTACHING TO THIS GLOBAL CERTIFICATE, AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE ARE SPECIFIED IN THE AGREEMENT (AS DEFINED
HEREIN).
NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS GLOBAL
CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT
PURSUANT TO THE PROVISIONS HEREOF.
CLASS A TEMPORARY GLOBAL CERTIFICATE
representing
FIRST USA CREDIT CARD MASTER TRUST
U.S. $400,000,000
CLASS A FLOATING RATE ASSET BACKED CERTIFICATES,
SERIES 1996-3
Class A Scheduled Payment Date:
The June 1999 Distribution Date
Each U.S. $100,000 and U.S. $10,000 denomination 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)/
A-1-1
<PAGE>
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 the bearer of this Class A Temporary Global
Certificate is the 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 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 supplemented by the
Series 1996-3 Supplement (the "Series 1996-3 Supplement"), dated as of June 6,
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 1996-3 Supplement), 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"). Receiv-
- -------------------------
* VISA/R/ and MasterCard/R/ are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
A-1-2
<PAGE>
ables 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 Class A Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced hereby
and the rights, duties and obligations of the Trustee. A copy of the Agreement
may be requested from the Trustee by writing to the Trustee at 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. In the case of any conflict between terms specified in this Class A
Certificate and terms specified in the Agreement, the terms of the Agreement
shall govern.
The Transferor has structured the Agreement, the First USA Credit Card
Master Trust Class A Floating Rate Asset Backed Certificates, Series 1996-3 (the
"Class A Certificates") and the First USA Credit Card Master Trust Class B
Floating Rate Asset Backed Certificates, Series 1996-3 (the "Class B
Certificates") with the intention that the Class A Certificates and Class B
Certificates will qualify under applicable tax law as indebtedness, and the
Transferor and each holder of a Class A Certificate (a "Class A
Certificateholder") or any interest therein, by acceptance of its Class A
Certificate or any interest therein, agrees to treat the Class A Certificates
for purposes of United States federal, state, local and foreign income or
franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
The Trust's assets are allocated in part to the holders of the Class A
Certificates, the holders of the Class B Certificates and the holders of the
First USA Credit Card Master Trust CIA Certificates, Series 1996-3 (the "CIA
Certificates") (such holders together the "Investor Certificateholders") with
the remainder allocated
A-1-3
<PAGE>
to holders of other Series of Certificates issued by the Trust, if any, and to
the Transferor. In addition to the Class A Certificates, the Class B
Certificates and the CIA 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 Class
A Certificates, the Class B Certificates and the CIA Certificates (together the
"Investor 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.
Until this Temporary Global Certificate is exchanged for Class A
Bearer Certificates, the holder hereof shall be entitled to receive payments of
interest hereon only to the extent that the person appearing in the records of
the applicable Foreign Clearing Agency as the beneficial owner hereof or a
portion hereof has delivered to such Foreign Clearing Agency a certification and
such Foreign Clearing Agency has delivered to the Trustee a certification, in
each case pursuant to Section 6.16 of the Series Supplement on or prior to such
date of distribution; until so exchanged in full, this Temporary Global
Certificate shall in all other respects be entitled to the same benefits as
Class A Bearer Certificates under the Agreement.
On any redemption, purchase, exchange or cancellation of any of the
Class A Certificates represented by this Class A Temporary Global Certificate,
details of such redemption, purchase, exchange or cancellation shall be entered
by or on behalf of the Trust in Schedule A hereto recording any such redemption,
purchase, exchange or cancellation and shall be signed by or on behalf of the
Trust. Upon any such redemption, purchase, exchange or cancellation, the
principal amount of this Class A Temporary Global Certificate and the Class A
Certificates
A-1-4
<PAGE>
represented by this Class A Temporary Global Certificate shall be reduced by the
principal amount so redeemed, purchased, exchanged or cancelled.
This Temporary Global Certificate is exchangeable on and after the
Temporary Global Certificate Exchange Date in whole or from time to time in part
for Class A Bearer Certificates with appertaining interest coupons attached upon
request of Morgan Guaranty Trust Company of New York, Brussels office, as
operator of the Euroclear System, or Cedel Bank, societe anonyme, to the Trustee
only upon presentation of certifications, in the form required by Section 6.16
of the Series Supplement, to the effect that the beneficial owners of such Class
A Bearer Certificates are not United States persons. Upon exchange of any
portion of this Temporary Global Certificate for a Class A Bearer Certificate or
Certificates, the Trustee shall cause Schedule A of this Temporary Global
Certificate to be endorsed to reflect the reduction of its principal amount by
an amount equal to the aggregate principal amount of such Class A Bearer
Certificate or Certificates, whereupon the principal amount hereof shall be
reduced for all purposes by the amount so exchanged and noted.
On an exchange of the whole of this Class A Temporary Global
Certificate, this Class A Temporary Global Certificate shall be surrendered to
the Trustee at its office in London, England for cancellation and shall be
returned by the Trustee to the Transferor.
Notwithstanding any of the foregoing, any Class A Bearer Certificate
issued in exchange for a beneficial interest in the Temporary Global Certificate
as provided herein shall be delivered only outside the United States.
Any money paid by the Trust to any of the Paying Agents for payment of
principal or interest which remains unclaimed for two years after such principal
or interest shall have become due and payable will be repaid to the Trust, and
thereafter any holder of a Certificate or a Coupon may look only to the Trust
for payment thereof.
THIS CLASS A TEMPORARY GLOBAL CERTIFICATE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, UNITED STATES OF
AMERICA, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
A-1-5
<PAGE>
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
As used herein, the term "United States" means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction. "U.S. Person"
shall have the meaning given to it by Regulation S under the Securities Act and
"United States person" shall have the meaning given to it under the United
States Internal Revenue Code.
A-1-6
<PAGE>
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be
duly executed on this 6th day of June, 1996.
FIRST USA BANK
By:____________________________
Name: Steven L. McDonald
Title: Senior Vice President
A-1-7
<PAGE>
CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in the within-
mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
as Authenticating Agent
Date: June 6, 1996
By:__________________________
Name:
Title:
A-1-8
<PAGE>
Schedule A
SCHEDULE OF EXCHANGES
FOR CLASS A CERTIFICATES REPRESENTED BY
CLASS A BEARER CERTIFICATES OR
REDEMPTIONS OR PURCHASES AND CANCELLATIONS
The following exchanges of a part of this Class A Temporary Global Certificate
for Class A Bearer Certificates, in whole or in part, or redemptions, purchases
or cancellations of this Class A Temporary Global Certificate
<TABLE>
<CAPTION>
Part of
principal
amount of
this Class A Remaining
Temporary principal
Global amount of
Certificate this Class A
exchanged Temporary
for Class A Global
Certificates Certificate
represented following Amount of
by Class A such interest
Bearer exchange, or paid with
Certificates redemption delivery
Date of exchange or or redeemed or purchase of a Class
redemption or purchase or or purchased or A Bearer Notation made by or
cancellation or cancelled cancellation Certificate on behalf of the Trust
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- ------------------------- ------------ ------------ ----------- ------------------------
- ------------------------- ------------ ------------ ----------- ------------------------
- ------------------------- ------------ ------------ ----------- ------------------------
- ------------------------- ------------ ------------ ----------- ------------------------
</TABLE>
A-1-9
<PAGE>
TRUSTEE
-------
The Bank of New York (Delaware)
White Clay Center
Route 273
Newark, Delaware 19801
PRINCIPAL PAYING AGENT
----------------------
Union Bank of Switzerland, London Branch
100 Liverpool Street
London, England
EC2M 2RH
OTHER PAYING AGENT
------------------
Banque Internationale a Luxembourg, S.A.
69, route d'Esch
L-1470 Luxembourg
A-1-10
<PAGE>
EXHIBIT A-2
FORM OF CLASS A BEARER CERTIFICATE
BEARER
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 , AS AMENDED (THE "SECURITIES ACT"). NEITHER THIS
CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO ANY U.S. PERSON (EACH AS DEFINED HEREIN)
EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
No. R-__ $_______________
FIRST USA CREDIT CARD MASTER TRUST CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1996-3
Class A Scheduled Payment Date:
The June 1999 Distribution Date
Each U.S. $100,000 and U.S. $10,000 denomination 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 the bearer of this Class A Bearer Certificate (the
"Class A Certificateholder") is the
- ----------------------------
/*/ VISA/(R)/ and MasterCard/(R)/ are registered trademarks of Visa
USA Incorporated and MasterCard International Incorporated,
respectively.
A-2-1
<PAGE>
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 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 supplemented by the Series 1996-3 Supplement
(the "Series 1996-3 Supplement"), dated as of June 6, 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 1996-3 Supplement), 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
on the reverse of this Certificate, this Class A Certificate does not purport to
summarize the Agreement and reference is made to the Agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and
duties evidenced hereby and the rights,
A-2-2
<PAGE>
duties and obligations of the Trustee. A copy of the 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. In the case of any
conflict between terms specified in this Class A Certificate and terms specified
in the Agreement, the terms of the Agreement shall govern.
The Transferor has structured the Agreement, the First USA Credit Card
Master Trust Class A Floating Rate Asset Backed Certificates, Series 1996-3 (the
"Class A Certificates") and the First USA Credit Card Master Trust Class B
Floating Rate Asset Backed Certificates, Series 1996-3 (the "Class B
Certificates") with the intention that the Class A Certificates and Class B
Certificates will qualify under applicable tax law as indebtedness, and the
Transferor and each holder of a Class A Certificate (a "Class A
Certificateholder") or any interest therein, by acceptance of its Class A
Certificate or any interest therein, agrees to treat the Class A Certificates
for purposes of United States federal, state, local and foreign income or
franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
Final payment of this Class A Bearer Certificate will be made only
upon presentation and surrender of this Class A Bearer Certificate at the office
or agency specified in the notice of final distribution delivered by the Trustee
to the Investor Certificateholder in accordance with the Agreement (which
presentation and surrender and final payment shall only be made outside the
United States, except as otherwise provided in the immediately preceding
paragraph).
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<PAGE>
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be
duly executed on this 6th day of June, 1996.
FIRST USA BANK
By:____________________________
Name: Steven L. McDonald
Title: Senior Vice President
A-2-4
<PAGE>
CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in the within-
mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
as Authenticating Agent
Date: June 6, 1996
By:__________________________
Name:
Title:
A-2-5
<PAGE>
[REVERSE SIDE OF CERTIFICATES]
The Trust's assets are allocated in part to the holders of the Class A
Certificates, the holders of the Class B Certificates and the holders of the
First USA Credit Card Master Trust CIA Certificates, Series 1996-3 (the "CIA
Certificates") (such holders together the "Investor Certificateholders") 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 Class A Certificates,
the Class B Certificates and the CIA 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 Class A Certificates, the Class B Certificates and the CIA
Certificates (together the "Investor 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 Class A Bearer Certificates are issued in bearer form with
interest coupons attached. The Class A Bearer Certificates are bearer
instruments, title to which (including title to any and all Coupons appertaining
thereto) passes by delivery. The bearer of a Class A Bearer Certificate and the
bearer of any Coupon may (to the fullest extent permitted by applicable laws) be
treated at all times, by all persons and for all purposes as the absolute owner
of such Certificate or Coupon, as the case may be, whether or not such
Certificate or Coupon shall be overdue, and regardless of any notice of
ownership, theft, loss or other interest therein or of any writing thereon.
The Class A Bearer Certificates are issuable only in denominations of
U.S. $100,000 and U.S. $10,000. Distributions of principal of and interest on
the Class A Bearer Certificates will be payable in United States dollars only
upon presentation of such Class A Bearer Certificates or Coupons, as the case
may be, at the offices of the Principal Paying Agent in London, England and any
co-paying agents outside the United States as may
A-2-6
<PAGE>
be appointed from time to time. At the option of the Holder and subject to
applicable laws and regulations, such payments will be made by a United States
dollar check or United States dollar bank draft drawn on a bank account of the
Principal Paying Agent in London, England or by transfer in same day funds to a
United States dollar account maintained by the Holder with a bank outside the
United States, subject in each case to all applicable laws and regulations. If
such payment at the offices of the Principal Paying Agent in London, England and
all co-paying agents outside the United States becomes illegal or is effectively
precluded because of the imposition of exchange controls or other similar
restrictions on the full payment or receipt of such amounts in United States
dollars, payments with respect to the Class A Bearer Certificates and Coupons
will be made at the office of the CIA Paying Agent in New York City. Except as
provided in the preceding sentence, no demand for payment or payment on the
Class A Bearer Certificate or Coupons may be made at any office of the CIA
Paying Agent, or of any co-paying agent maintained by the Trustee, in the United
States, nor will any payment be made by transfer to an account in, or by mail to
an address in, the United States.
The Bank has initially appointed the paying agents and transfer agents
listed at the back hereof. Until the Class A Certificates are paid in full, the
Bank will maintain a paying agent and a transfer agent having offices in Western
Europe (which, so long as the Certificates are listed on the Luxembourg Stock
Exchange and the rules thereof so require, will be in Luxembourg in addition to
any other such offices). Notice of any termination or appointment or of any
change in the office through which the Trustee, any paying agent, or any
transfer agent will act will be promptly given once in the manner described in
Section 13.05 of the Agreement.
The Class A Initial Invested Amount is $400,000,000. The Class A
Invested Amount for any monthly Distribution Date will be an amount equal to
$400,000,000 minus the aggregate amount of principal payments made to the Class
-----
A Certificateholders prior to such Distribution Date and minus the excess, if
-----
any, of the aggregate amount of Class A Investor Charge-Offs over the Class A
Investor Charge-Offs reimbursed prior to such date.
The Class A Certificates will bear interest at the rate of 5.55703%
per annum on the Class A Initial Invested Amount from June 6, 1996 through July
9, 1996, and for each Interest Period thereafter, the Class A Certificates will
bear interest at a per annum rate of 0.10% in excess of LIBOR as determined by
the
A-2-7
<PAGE>
Trustee on the related LIBOR Determination Date (each such rate as in effect
from time to time, the "Class A Certificate Rate"). Interest will be distributed
to the extent of available funds on July 10, 1996, and on the tenth 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 Class A 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 Class A Certificate Rate and
(c) the Class A 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 Class A Certificates
comprising Class A Available Funds and, in certain circumstances, from
Reallocated Principal Collections on July 10, 1996 and on each Distribution Date
thereafter until the Series 1996-3 Termination Date. Interest will be payable
monthly on each Distribution Date to the Class A 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 Class A Available Funds are
insufficient to cover the Class A Monthly Interest and any overdue Class A
Monthly Interest due on such Distribution Date, Class A Default Interest, if
any, for such Distribution Date, any overdue Class A Default Interest, the Class
A Investor Default Amount for such Distribution Date and, if the Bank is no
longer the Servicer, the Class A Monthly Servicing Fee for such Distribution
Date (such deficiency the "Class A Required Amount"), Excess Finance Charge
Collections will be applied to fund the Class A Required Amount. If Excess
Finance Charge Collections are insufficient to fund the Class A Required Amount,
if any, an amount equal to the lesser of (x) the CIA Invested Amount and (y) the
product of (a)(i) during the Revolving Period, the CIA Floating Allocation
Percentage or (ii) during an Amortization Period, the CIA Fixed/Floating
Allocation Percentage and (b) the amount of Collections of Principal Receivables
with respect to the related Monthly Period (such amount as so applied,
"Reallocated CIA Principal Collections") will be applied to the extent of any
remaining Class A Required Amount.
A-2-8
<PAGE>
If the Class A Required Amount for any Monthly Period exceeds both the
amount of available Excess Finance Charge Collections and the amount of
available Reallocated CIA Principal Collections for such Monthly Period, then an
amount equal to the lesser of (x) the Class B Invested Amount and (y) the
product of (a)(i) during the Revolving Period, the Class B Floating Allocation
Percentage or (ii) during an Amortization Period, the Class B Fixed/Floating
Allocation Percentage and (b) the amount of Collections of Principal Receivables
with respect to the related Monthly Period (such amount as so applied,
"Reallocated Class B Principal Collections") will be applied to the extent of
any remaining Class A Required Amount.
On each Distribution Date the CIA Invested Amount will be reduced by
the amount of Reallocated CIA Principal Collections and by the amount of
Reallocated Class B Principal Collections for such Distribution Date. In the
event that such reduction would cause the CIA Invested Amount to be a negative
number, the CIA Invested Amount will be reduced to zero and the Class B Invested
Amount will be reduced by the amount by which the CIA Invested Amount would have
been reduced below zero. In the event that the reallocation of Collections of
Principal Receivables would cause the Class B Invested Amount to be a negative
number on any Distribution Date, Collections of Principal Receivables will be
reallocated on such Distribution Date in an aggregate amount equal to the amount
which would cause the Class B Invested Amount to be reduced to zero.
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 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
Class A Certificates shall be equal to one-twelfth of the product of the Series
Servicing Fee Percentage and the Class A Adjusted Invested Amount on the last
day of the preceding Monthly Period (the "Class A 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
A-2-9
<PAGE>
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 Investor Certificates, the Class B Floating Allocation Percentage of
Collections of Principal Receivables and the CIA Floating Allocation Percentage
of Collections of Principal Receivables will be applied first as Reallocated
Principal Collections, to the extent required, and any remaining amounts
together with the Class A Floating Allocation Percentage 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 Invested Amount in full and (iii) the Series Termination
Date. During the Accumulation Period, prior to the payment of the 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 Adjusted Invested Amount on such Transfer Date plus
----
(y) Excess Principal Collections from other Series allocable to Series 1996-3
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
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 February
1998 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 Class A 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
A-2-10
<PAGE>
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
Accumulation 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 Class A
Certificateholders on the June 1999 Distribution Date (the "Class A Scheduled
Payment Date"). If the aggregate principal amount of deposits made to the
Principal Funding Account are insufficient to pay in full the Class A Invested
Amount on the Class A Scheduled Payment Date the Rapid Amortization Period will
commence and on each Distribution Date thereafter until the Class A Invested
Amount is paid in full, the Class A Certificateholders will receive
distributions of Class A Monthly Principal and Class A Monthly Interest.
On the June 1999 Distribution Date if the Class A Invested Amount is
paid in full, Available Investor Principal Collections and Excess Principal
Collections allocable to Series 1996-3 will be used to pay the Class B Invested
Amount as described in the Agreement. If the Available Investor Principal
Collections and Excess Principal Collections allocable to Series 1996-3 are
insufficient to pay in full the Class B Invested Amount on the June 1999
Distribution Date, the Rapid Amortization Period will commence.
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 1996-3 are less than the applicable Controlled
Deposit Amount, the amount of such deficiency will be the applicable
"Accumulation Shortfall" for the succeeding Monthly Period.
A-2-11
<PAGE>
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 Class A Certificateholders on the
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 Class A Scheduled Payment Date if the Class A Invested
Amount and the Class B Invested Amount are not paid in full on such date, and
ending on the earlier of (i) the date on which the Class A Invested Amount, the
Class B Invested Amount and the CIA Invested Amount have been paid in full and
(ii) the Series Termination Date (the "Rapid Amortization Period"), collections
of Principal Receivables allocated to the 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 Class A Certificateholders and, following payment in full of
the Class A Invested Amount, to the Class B Certificateholders, and, following
payment in full of the Class B Invested Amount, to the CIA Certificateholders,
monthly on each Distribution Date beginning with the Distribution Date in the
month following the commencement of the Rapid Amortization Period.
Principal payments on the Class B Certificates will be, during the
Accumulation Period, funded by deposits to the Principal Funding Account or,
during the Rapid Amortization Period, made monthly, and will commence on the
date (the "Class B Principal Commencement Date") which is (a) with respect to
the Accumulation Period, the first Distribution Date on which an amount equal to
the Class A Invested Amount has been deposited in the Principal Funding Account
and allocated to the Class A Certificates or (b) with respect to the Rapid
Amortization Period, the Distribution Date on which the Class A Invested Amount
has been paid in full or, if there are no Principal Receivables allocable to the
Investor Certificates remaining after payments have been made to the Class A
Certificates on such Distribution Date, the Distribution Date following the
Distribution Date on which the Class A Invested Amount has been paid in full.
Amounts deposited in the Principal Funding Account for the benefit of the Class
B Certificates will be paid to the Class B Certificateholders on the June 1999
Distribution Date and on each Distribution Date during the Rapid Amortization
Period beginning with the Class B Principal Commencement Date and thereafter
until the payment in
A-2-12
<PAGE>
full of the Class B Invested Amount or the termination of the Trust, the
Percentage Allocation of all collections of Principal Receivables and certain
other amounts for the preceding Monthly Period remaining after payment of the
Class A Certificates in full will be distributed to the Class B
Certificateholders.
Subject to the Agreement, payments of principal are limited to the
unpaid Class A Invested Amount of the Class A Certificates, which may be less
than the unpaid balance of the Class A Certificates pursuant to the terms of the
Agreement. All principal of and interest on the Class A Certificates is due and
payable no later than February 10, 2002 (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 Class A
Certificates. In the event that the 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 sum of the Class A Invested Amount, the Class B
Invested Amount and the CIA Invested Amount at the close of business on such
date (but not more than the total amount of Receivables allocable to the
Investor Certificates), and shall pay the proceeds to the Class A
Certificateholders pro rata then to the Class B Certificateholders pro rata and
then to the CIA Certificateholders pro rata in final payment of the Investor
Certificates.
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 and the Series 1996-3 Supplement 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 1996-3 Supplement or of modifying in
any manner the rights of certificateholders of any then outstanding Series. No
such amendment,
A-2-13
<PAGE>
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 substance of such amendment to each Class A
Certificateholder.
On each Distribution Date, the Trustee shall pay to the Principal
Paying Agent in London, England for payment to the Class A Certificateholders
and the Class B Certificateholders the amount deposited on the related Transfer
Date into the A/B Distribution Account in respect of Class A Monthly Interest
and Class B Monthly Interest, respectively. On each Transfer Date, the Trustee
shall pay to the CIA Certificateholders the CIA Monthly Interest, to the extent
funds are available. Distributions with respect to this Series 1996-3
Certificate will be made by the Trustee by, except as otherwise provided in the
Agreement, check mailed to the address of each Series 1996-3 Certificateholder
of record appearing in the Certificate Register and except for the final
distribution in respect of this Series 1996-3 Certificate, without the
presentation or surrender of this Series 1996-3 Certificate or the making of any
notation thereon; provided that with respect to Series 1996-3 Certificates
--------
registered in the name of the nominee of a Clearing Agency, distributions will
be made in the form of immediately available funds.
This Class A Bearer Certificate represents an interest in only the
First USA Credit Card Master Trust. This Class A Bearer Certificate does not
represent an obligation of, or an interest in, the Transferor or the Servicer,
and neither the Series 1996-3 Certificates nor the Accounts or Receivables are
insured or guaranteed by the United States Federal Deposit Insurance Corporation
or any other governmental agency. This Class A Bearer Certificate is limited in
right of payment to certain collections respecting the Receivables, all as more
specifically set forth hereinabove and in the Agreement.
As provided in the Agreement and subject to certain limitations set
forth therein, Class A Bearer Certificates are exchangeable for new Class A
Bearer Certificates evidencing like aggregate Undivided Interest, as requested
by the Class A Certificateholder surrendering such Class A Bearer Certificates.
No
A-2-14
<PAGE>
service charge may be imposed for any such exchange but the 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.
No additional amounts will be payable to a Certificateholder in the
event of any deduction or withholding on or for the account of any present or
future tax, assessment or other governmental charge imposed upon any payment to
such Certificateholder by the United States or any political or taxing authority
therein or thereof.
This Class A Bearer Certificate may not be acquired by or for the
account of, directly or indirectly, any U.S. Person except in compliance with
the registration provisions of the Securities Act or pursuant to an available
exemption from such provisions. By accepting and holding this Class A Bearer
Certificate, the Holder hereof shall be deemed to have represented and warranted
that it is not a U.S. Person or that it has acquired this Class A Bearer
Certificate pursuant to an available exemption from the registration provisions
of the Securities Act or in compliance with the registration provisions thereof.
The Transfer Agent and Registrar, each Paying Agent, the Servicer and
the Trustee and any agent of any of them may treat the bearer of this Class A
Bearer Certificate as the owner hereof for all purposes, and neither the
Servicer, the Trustee, each Paying Agent or the Transfer Agent and Registrar nor
any agent of any of them shall be affected by notice to the contrary except in
certain circumstances described in the Agreement.
As used herein, the term "United States" means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction. "U.S. Person"
shall have the meaning given to it by Regulation S under the Securities Act and
"United States person" shall have the meaning given to it under the United
States Internal Revenue Code.
THIS CLASS A BEARER CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, UNITED STATES OF AMERICA,
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.
A-2-15
<PAGE>
TRUSTEE
-------
The Bank of New York (Delaware)
White Clay Center
Route 273
Newark, Delaware 19801
PRINCIPAL PAYING AGENT
----------------------
Union Bank of Switzerland, London Branch
100 Liverpool Street
London, England
EC2M 2RH
OTHER PAYING AGENT
------------------
Banque Internationale a Luxembourg, S.A.
69, route d'Esch
L-1470 Luxembourg
A-2-16
<PAGE>
EXHIBIT B-1
FORM OF CLASS B TEMPORARY GLOBAL CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO ANY U.S.
PERSON (EACH AS DEFINED HEREIN).
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
THIS CERTIFICATE IS A CLASS B TEMPORARY GLOBAL CERTIFICATE, WITHOUT
COUPONS, EXCHANGEABLE FOR CLASS B BEARER CERTIFICATES WITH INTEREST COUPONS.
THE RIGHTS ATTACHING TO THIS GLOBAL CERTIFICATE, AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE ARE SPECIFIED IN THE AGREEMENT (AS DEFINED
HEREIN).
NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS GLOBAL
CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT
PURSUANT TO THE PROVISIONS HEREOF.
CLASS B TEMPORARY GLOBAL CERTIFICATE
representing
FIRST USA CREDIT CARD MASTER TRUST
U.S. $36,200,000
CLASS B FLOATING RATE ASSET BACKED CERTIFICATES,
SERIES 1996-3
Class B Scheduled Payment Date:
The June 1999 Distribution Date
Each U.S. $100,000 and U.S. $10,000 denomination 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)/
B-1-1
<PAGE>
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 the bearer of this Class B Temporary Global
Certificate is the 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 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 supplemented by the
Series 1996-3 Supplement (the "Series 1996-3 Supplement"), dated as of June 6,
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 1996-3 Supplement), 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"). Receiv-
- -------------------------
/*/ VISA/(R)/ and MasterCard/(R)/ are registered trademarks of Visa
USA Incorporated and MasterCard International Incorporated,
respectively.
B-1-2
<PAGE>
ables 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 Class B Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced hereby
and the rights, duties and obligations of the Trustee. A copy of the Agreement
may be requested from the Trustee by writing to the Trustee at 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. In the case of any conflict between terms specified in this Class B
Certificate and terms specified in the Agreement, the terms of the Agreement
shall govern.
The Transferor has structured the Agreement, the First USA Credit Card
Master Trust Class A Floating Rate Asset Backed Certificates, Series 1996-3 (the
"Class A Certificates") and the First USA Credit Card Master Trust Class B
Floating Rate Asset Backed Certificates, Series 1996-3 (the "Class B
Certificates") with the intention that the Class A Certificates and Class B
Certificates will qualify under applicable tax law as indebtedness, and the
Transferor and each holder of a Class B Certificate (a "Class B
Certificateholder") or any interest therein, by acceptance of its Class B
Certificate or any interest therein, agrees to treat the Class B Certificates
for purposes of United States federal, state, local and foreign income or
franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
The Trust's assets are allocated in part to the holders of the Class A
Certificates, the holders of the Class B Certificates and the holders of the
First USA Credit Card Master Trust CIA Certificates, Series 1996-3 (the "CIA
Certificates") (such holders together the "Investor Certificateholders") with
the remainder allocated
B-1-3
<PAGE>
to holders of other Series of Certificates issued by the Trust, if any, and to
the Transferor. In addition to the Class A Certificates, the Class B
Certificates and the CIA 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 Class
A Certificates, the Class B Certificates and the CIA Certificates (together the
"Investor 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.
Until this Temporary Global Certificate is exchanged for Class B
Bearer Certificates, the holder hereof shall be entitled to receive payments of
interest hereon only to the extent that the person appearing in the records of
the applicable Foreign Clearing Agency as the beneficial owner hereof or a
portion hereof has delivered to such Foreign Clearing Agency a certification and
such Foreign Clearing Agency has delivered to the Trustee a certification, in
each case pursuant to Section 6.16 of the Series Supplement on or prior to such
date of distribution; until so exchanged in full, this Temporary Global
Certificate shall in all other respects be entitled to the same benefits as
Class B Bearer Certificates under the Agreement.
On any redemption, purchase, exchange or cancellation of any of the
Class B Certificates represented by this Class B Temporary Global Certificate,
details of such redemption, purchase, exchange or cancellation shall be entered
by or on behalf of the Trust in Schedule A hereto recording any such redemption,
purchase, exchange or cancellation and shall be signed by or on behalf of the
Trust. Upon any such redemption, purchase, exchange or cancellation, the
principal amount of this Class B Temporary Global Certificate and the Class B
Certificates
B-1-4
<PAGE>
represented by this Class B Temporary Global Certificate shall be reduced by the
principal amount so redeemed, purchased, exchanged or cancelled.
This Temporary Global Certificate is exchangeable on and after the
Temporary Global Certificate Exchange Date in whole or from time to time in part
for Class B Bearer Certificates with appertaining interest coupons attached upon
request of Morgan Guaranty Trust Company of New York, Brussels office, as
operator of the Euroclear System, or Cedel Bank, societe anonyme, to the Trustee
only upon presentation of certifications, in the form required by Section 6.16
of the Series Supplement, to the effect that the beneficial owners of such Class
B Bearer Certificates are not United States persons. Upon exchange of any
portion of this Temporary Global Certificate for a Class B Bearer Certificate or
Certificates, the Trustee shall cause Schedule A of this Temporary Global
Certificate to be endorsed to reflect the reduction of its principal amount by
an amount equal to the aggregate principal amount of such Class B Bearer
Certificate or Certificates, whereupon the principal amount hereof shall be
reduced for all purposes by the amount so exchanged and noted.
On an exchange of the whole of this Class B Temporary Global
Certificate, this Class B Temporary Global Certificate shall be surrendered to
the Trustee at its office in London, England for cancellation and shall be
returned by the Trustee to the Transferor.
Notwithstanding any of the foregoing, any Class B Bearer Certificate
issued in exchange for a beneficial interest in the Temporary Global Certificate
as provided herein shall be delivered only outside the United States.
Any money paid by the Trust to any of the Paying Agents for payment of
principal or interest which remains unclaimed for two years after such principal
or interest shall have become due and payable will be repaid to the Trust, and
thereafter any holder of a Certificate or a Coupon may look only to the Trust
for payment thereof.
THIS CLASS B TEMPORARY GLOBAL CERTIFICATE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, UNITED STATES OF
AMERICA, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
B-1-5
<PAGE>
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
As used herein, the term "United States" means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction. "U.S. Person"
shall have the meaning given to it by Regulation S under the Securities Act and
"United States person" shall have the meaning given to it under the United
States Internal Revenue Code.
B-1-6
<PAGE>
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be
duly executed on this 6th day of June, 1996.
FIRST USA BANK
By:____________________________
Name: Steven L. McDonald
Title: Senior Vice President
B-1-7
<PAGE>
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates referred to in the within-
mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
as Authenticating Agent
Date: June 6, 1996
By:__________________________
Name:
Title:
B-1-8
<PAGE>
Schedule A
SCHEDULE OF EXCHANGES
FOR CLASS B CERTIFICATES REPRESENTED BY
CLASS B BEARER CERTIFICATES OR
REDEMPTIONS OR PURCHASES AND CANCELLATIONS
The following exchanges of a part of this Class B Temporary Global Certificate
for Class B Bearer Certificates, in whole or in part, or redemptions, purchases
or cancellations of this Class B Temporary Global Certificate
<TABLE>
<CAPTION>
Part of
principal
amount of
this Class B Remaining
Temporary principal
Global amount of
Certificate this Class B
exchanged Temporary
for Class B Global
Certificates Certificate
represented following Amount of
by Class B such interest
Bearer exchange, or paid with
Certificates redemption delivery
Date of exchange or or redeemed or purchase of a Class
redemption or purchase or or purchased or B Bearer Notation made by or
cancellation or cancelled cancellation Certificate on behalf of the Trust
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
_________________________ ____________ _____________ ___________ _________________________
_________________________ ____________ _____________ ___________ _________________________
_________________________ ____________ _____________ ___________ _________________________
_________________________ ____________ _____________ ___________ _________________________
</TABLE>
B-1-9
<PAGE>
TRUSTEE
-------
The Bank of New York (Delaware)
White Clay Center
Route 273
Newark, Delaware 19801
PRINCIPAL PAYING AGENT
----------------------
Union Bank of Switzerland, London Branch
100 Liverpool Street
London, England
EC2M 2RH
OTHER PAYING AGENT
------------------
Banque Internationale a Luxembourg, S.A.
69, route d'Esch
L-1470 Luxembourg
B-1-10
<PAGE>
EXHIBIT B-2
FORM OF CLASS B BEARER CERTIFICATE
BEARER
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 , AS AMENDED (THE "SECURITIES ACT"). NEITHER THIS
CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO ANY U.S. PERSON (EACH AS DEFINED HEREIN)
EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
No. R-__ $__________
FIRST USA CREDIT CARD MASTER TRUST CLASS B FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1996-3
Class B Scheduled Payment Date:
The June 1999 Distribution Date
Each U.S. $100,000 and U.S. $10,000 denomination 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)
- -------------------------
/*/ VISA/(R)/ and MasterCard/(R)/ are registered trademarks of Visa
USA Incorporated and MasterCard International Incorporated,
respectively.
B-2-1
<PAGE>
This certifies that the bearer of this Class B Bearer Certificate (the
"Class B Certificateholder") is the 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 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 supplemented by the
Series 1996-3 Supplement (the "Series 1996-3 Supplement"), dated as of June 6,
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 1996-3 Supplement), 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
on the reverse of this Certificate,
B-2-2
<PAGE>
this Class B Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced hereby
and the rights, duties and obligations of the Trustee. A copy of the Agreement
may be requested from the Trustee by writing to the Trustee at 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. In the case of any conflict between terms specified in this Class B
Certificate and terms specified in the Agreement, the terms of the Agreement
shall govern.
The Transferor has structured the Agreement, the First USA Credit Card
Master Trust Class A Floating Rate Asset Backed Certificates, Series 1996-3 (the
"Class A Certificates") and the First USA Credit Card Master Trust Class B
Floating Rate Asset Backed Certificates, Series 1996-3 (the "Class B
Certificates") with the intention that the Class A Certificates and Class B
Certificates will qualify under applicable tax law as indebtedness, and the
Transferor and each holder of a Class B Certificate (a "Class B
Certificateholder") or any interest therein, by acceptance of its Class B
Certificate or any interest therein, agrees to treat the Class B Certificates
for purposes of United States federal, state, local and foreign income or
franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
Final payment of this Class B Bearer Certificate will be made only
upon presentation and surrender of this Class B Bearer Certificate at the office
or agency specified in the notice of final distribution delivered by the Trustee
to the Investor Certificateholder in accordance with the Agreement (which
presentation and surrender and final payment shall only be made outside the
United States, except as otherwise provided in the immediately preceding
paragraph).
B-2-3
<PAGE>
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be
duly executed on this 6th day of June, 1996.
FIRST USA BANK
By:____________________________
Name: Steven L. McDonald
Title: Senior Vice President
B-2-4
<PAGE>
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates referred to in the within-
mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
as Authenticating Agent
Date: June 6, 1996
By:__________________________
Name:
Title:
B-2-5
<PAGE>
[REVERSE SIDE OF CERTIFICATES]
The Trust's assets are allocated in part to the holders of the Class A
Certificates, the holders of the Class B Certificates and the holders of the
First USA Credit Card Master Trust CIA Certificates, Series 1996-3 (the "CIA
Certificates") (such holders together the "Investor Certificateholders") 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 Class A Certificates,
the Class B Certificates and the CIA 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 Class A Certificates, the Class B Certificates and the CIA
Certificates (together the "Investor 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 Class B Bearer Certificates are issued in bearer form with
interest coupons attached. The Class B Bearer Certificates are bearer
instruments, title to which (including title to any and all Coupons appertaining
thereto) passes by delivery. The bearer of a Class B Bearer Certificate and the
bearer of any Coupon may (to the fullest extent permitted by applicable laws) be
treated at all times, by all persons and for all purposes as the absolute owner
of such Certificate or Coupon, as the case may be, whether or not such
Certificate or Coupon shall be overdue, and regardless of any notice of
ownership, theft, loss or other interest therein or of any writing thereon.
The Class B Bearer Certificates are issuable only in denominations of
U.S. $100,000 and U.S. $10,000. Distributions of principal of and interest on
the Class B Bearer Certificates will be payable in United States dollars only
upon presentation of such Class B Bearer Certificates or
B-2-6
<PAGE>
Coupons, as the case may be, at the offices of the Principal Paying Agent in
London, England and any co-paying agents outside the Unites States as may be
appointed from time to time. At the option of the Holder and subject to
applicable laws and regulations, such payments will be made by a United States
dollar check or United States dollar bank draft drawn on a bank account of the
Principal Paying Agent in London, England or by transfer in same day funds to a
United States dollar account maintained by the Holder with a bank outside the
United States, subject in each case to all applicable laws and regulations. If
such payment at the offices of the Principal Paying Agent in London, England and
all co-paying agents outside the United States becomes illegal or is effectively
precluded because of the imposition of exchange controls or other similar
restrictions on the full payment or receipt of such amounts in United States
dollars, payments with respect to the Class B Bearer Certificates and Coupons
will be made at the office of the Principal Paying Agent in New York City.
Except as provided in the preceding sentence, no demand for payment or payment
on the Class B Bearer Certificate or Coupons may be made at any offices of the
Paying Agents, or of any co-paying agent maintained by the Trustee, in the
United States, nor will any payment be made by transfer to an account in, or by
mail to an address in, the United States.
The Bank has initially appointed the paying agents and transfer agents
listed at the back hereof. Until the Class B Certificates are paid in full, the
Bank will maintain a paying agent and a transfer agent having offices in Western
Europe (which, so long as the Certificates are listed on the Luxembourg Stock
Exchange and the rules thereof so require, will be in Luxembourg in addition to
any other such offices). Notice of any termination or appointment or of any
change in the office through which the Trustee, any paying agent, or any
transfer agent will act will be promptly given once in the manner described in
Section 13.05 of the Agreement.
The Class B Initial Invested Amount is $36,200,000. The Class A
Invested Amount for any monthly Distribution Date will be an amount equal to
$36,200,000 minus the aggregate amount of principal payments made to the Class B
-----
Certificateholders prior to such Distribution Date and minus the excess, if any,
-----
of the aggregate amount of Class B Investor Charge-Offs over the Class B
Investor Charge-Offs reimbursed prior to such date.
B-2-7
<PAGE>
The Class B Certificates will bear interest at the rate of 5.68703%
per annum on the Class B Initial Invested Amount from June 6, 1996 through July
9, 1996, and for each Interest Period thereafter, the Class B Certificates will
bear interest at a per annum rate of 0.23% 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 "Class B Certificate Rate"). Interest will be distributed
to the extent of available funds on July 10, 1996, and on the tenth 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 Class B 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 Class B Certificate Rate and
(c) the Class B 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 Class A Certificates
comprising Class B Available Funds and, in certain circumstances, from
Reallocated Principal Collections on July 10, 1996 and on each Distribution Date
thereafter until the Series 1996-3 Termination Date. Interest will be payable
monthly on each Distribution Date to the Class B 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 Class B Available Funds are
insufficient to cover the Class B Monthly Interest and any overdue Class B
Monthly Interest due on such Distribution Date, Class B Default Interest, if
any, for such Distribution Date, any overdue Class B Default Interest, the Class
B Investor Default Amount for such Distribution Date and, if the Bank is no
longer the Servicer, the Class B Monthly Servicing Fee for such Distribution
Date (such deficiency the "Class B Required Amount"), Excess Finance Charge
Collections will be applied to fund the Class B Required Amount. If Excess
Finance Charge Collections are insufficient to fund the Class B Required Amount,
if any, an amount equal to the lesser of (x) the CIA Invested Amount and (y)
B-2-8
<PAGE>
the product of (a)(i) during the Revolving Period, the CIA Floating Allocation
Percentage or (ii) during an Amortization Period, the CIA Fixed/Floating
Allocation Percentage and (b) the amount of Collections of Principal Receivables
with respect to the related Monthly Period (such amount as so applied,
"Reallocated CIA Principal Collections") will be applied to the extent of any
remaining Class B Required Amount.
On each Distribution Date the CIA Invested Amount will be reduced by
the amount of Reallocated CIA Principal Collections and by the amount of
Reallocated Class B Principal Collections for such Distribution Date. In the
event that such reduction would cause the CIA Invested Amount to be a negative
number, the CIA Invested Amount will be reduced to zero and the Class B Invested
Amount will be reduced by the amount by which the CIA Invested Amount would have
been reduced below zero. In the event that the reallocation of Collections of
Principal Receivables would cause the Class B Invested Amount to be a negative
number on any Distribution Date, Collections of Principal Receivables will be
reallocated on such Distribution Date in an aggregate amount equal to the amount
which would cause the Class B Invested Amount to be reduced to zero.
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 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
Class B Certificates shall be equal to one-twelfth of the product of the Series
Servicing Fee Percentage and the Class B Adjusted Invested Amount on the last
day of the preceding Monthly Period (the "Class B 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
B-2-9
<PAGE>
aggregate amount of Collections of Finance Charge Receivables and Principal
Receivables for each Monthly Period. During the Revolving Period relating to
the Investor Certificates, the Class B Floating Allocation Percentage of
Collections of Principal Receivables and the CIA Floating Allocation Percentage
of Collections of Principal Receivables will be applied first as Reallocated
Principal Collections, to the extent required, and any remaining amounts
together with the Class B Floating Allocation Percentage 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 Invested Amount in full and (iii) the Series Termination
Date. During the Accumulation Period, prior to the payment of the 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 Adjusted Invested Amount on such Transfer Date plus
----
(y) Excess Principal Collections from other Series allocable to Series 1996-3
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
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 February
1998 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 Class B Scheduled Payment Date, based on (a) the expected monthly
Collections of Principal Receivables expected to be distributable to the
B-2-10
<PAGE>
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 Accumulation 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 Class B
Certificateholders on the June 1999 Distribution Date (the "Class B Scheduled
Payment Date"). If the aggregate principal amount of deposits made to the
Principal Funding Account are insufficient to pay in full the Class A Invested
Amount on the Class B Scheduled Payment Date the Rapid Amortization Period will
commence and on each Distribution Date thereafter until the Class B Invested
Amount is paid in full, the Class B Certificateholders will receive
distributions of Class B Monthly Principal and Class B Monthly Interest.
On the June 1999 Distribution Date if the Class A Invested Amount is
paid in full, Available Investor Principal Collections and Excess Principal
Collections allocable to Series 1996-3 will be used to pay the Class B Invested
Amount as described in the Agreement. If the Available Investor Principal
Collections and Excess Principal Collections allocable to Series 1996-3 are
insufficient to pay in full the Class B Invested Amount on the June 1999
Distribution Date, the Rapid Amortization Period will commence.
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
Collec-
B-2-11
<PAGE>
tions allocable to Series 1996-3 are less than the applicable Controlled Deposit
Amount, the amount of such deficiency will be the applicable "Accumulation
Shortfall" 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 Class B Certificateholders on the
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 Class B Scheduled Payment Date if the Class A Invested
Amount and the Class B Invested Amount are not paid in full on such date, and
ending on the earlier of (i) the date on which the Class A Invested Amount, the
Class B Invested Amount and the CIA Invested Amount have been paid in full and
(ii) the Series Termination Date (the "Rapid Amortization Period"), collections
of Principal Receivables allocated to the 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 Class A Certificateholders and, following payment in full of
the Class A Invested Amount, to the Class B Certificateholders, and, following
payment in full of the Class B Invested Amount, to the CIA Certificateholders,
monthly on each Distribution Date beginning with the Distribution Date in the
month following the commencement of the Rapid Amortization Period.
Principal payments on the Class B Certificates will be, during the
Accumulation Period, funded by deposits to the Principal Funding Account or,
during the Rapid Amortization Period, made monthly, and will commence on the
date (the "Class B Principal Commencement Date") which is (a) with respect to
the Accumulation Period, the first Distribution Date on which an amount equal to
the Class A Invested Amount has been deposited in the Principal Funding Account
and allocated to the Class A Certificates or (b) with respect to the Rapid
Amortization Period, the Distribution Date on which the Class A Invested Amount
has been paid in full or, if there are no Principal Receivables allocable to the
Investor Certificates remaining after payments have been made to the Class A
Certificates on such Distribution Date, the Distribution Date
B-2-12
<PAGE>
following the Distribution Date on which the Class A Invested Amount has been
paid in full. Amounts deposited in the Principal Funding Account for the benefit
of the Class B Certificates will be paid to the Class B Certificateholders on
the June 1999 Distribution Date and on each Distribution Date during the Rapid
Amortization Period beginning with the Class B Principal Commencement Date and
thereafter until the payment in full of the Class B Invested Amount or the
termination of the Trust, the Percentage Allocation of all collections of
Principal Receivables and certain other amounts for the preceding Monthly Period
remaining after payment of the Class A Certificates in full will be distributed
to the Class B Certificateholders.
Subject to the Agreement, payments of principal are limited to the
unpaid Class B Invested Amount of the Class B Certificates, which may be less
than the unpaid balance of the Class B Certificates pursuant to the terms of the
Agreement. All principal of and interest on the Class B Certificates is due and
payable no later than February 10, 2002 (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 Class B
Certificates. In the event that the 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 sum of the Class A Invested Amount, the Class B
Invested Amount and the CIA Invested Amount at the close of business on such
date (but not more than the total amount of Receivables allocable to the
Investor Certificates), and shall pay the proceeds to the Class A
Certificateholders pro rata then to the Class B Certificateholders pro rata and
then to the CIA Certificateholders pro rata in final payment of the Investor
Certificates.
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.
B-2-13
<PAGE>
The Agreement and the Series 1996-3 Supplement 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 1996-3 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 substance of such
amendment to each Class A Certificateholder.
On each Distribution Date, the Trustee shall pay to the Principal
Paying Agent in London, England for payment to the Class A Certificateholders
and the Class B Certificateholders the amount deposited on the related Transfer
Date into the A/B Distribution Account in respect of Class A Monthly Interest
and Class B Monthly Interest, respectively. On each Transfer Date, the Trustee
shall pay to the CIA Certificateholders the CIA Monthly Interest, to the extent
funds are available. Distributions with respect to this Series 1996-3
Certificate will be made by the Trustee by, except as otherwise provided in the
Agreement, wire transfer mailed to the address of each Series 1996-3
Certificateholder of record appearing in the Certificate Register and except for
the final distribution in respect of this Series 1996-3 Certificate, without the
presentation or surrender of this Series 1996-3 Certificate or the making of any
notation thereon; provided that with respect to Series 1996-3 Certificates
--------
registered in the name of the nominee of a Clearing Agency, distributions will
be made in the form of immediately available funds.
This Class B Bearer Certificate represents an interest in only the
First USA Credit Card Master Trust. This Class B Bearer Certificate does not
represent an obligation of, or an interest in, the Transferor or the Servicer,
B-2-14
<PAGE>
and neither the Series 1996-3 Certificates nor the Accounts or Receivables are
insured or guaranteed by the United States Federal Deposit Insurance Corporation
or any other governmental agency. This Class B Bearer Certificate is limited in
right of payment to certain collections respecting the Receivables, all as more
specifically set forth hereinabove and in the Agreement.
As provided in the Agreement and subject to certain limitations set
forth therein, Class B Bearer Certificates are exchangeable for new Class B
Bearer Certificates evidencing like aggregate Undivided Interest, as requested
by the Class B Certificateholder surrendering such Class B Bearer Certificates.
No service charge may be imposed for any such exchange but the 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.
No additional amounts will be payable to a Certificateholder in the
event of any deduction or withholding on or for the account of any present or
future tax, assessment or other governmental charge imposed upon any payment to
such Certificateholder by the United States or any political or taxing authority
therein or thereof.
This Class B Bearer Certificate may not be acquired by or for the
account of, directly or indirectly, any U.S. Person except in compliance with
the registration provisions of the Securities Act or pursuant to an available
exemption from such provisions. By accepting and holding this Class B Bearer
Certificate, the Holder hereof shall be deemed to have represented and warranted
that it is not a U.S. Person or that it has acquired this Class B Bearer
Certificate pursuant to an available exemption from the registration provisions
of the Securities Act or in compliance with the registration provisions thereof.
The Transfer Agent and Registrar, each Paying Agent, the Servicer and
the Trustee and any agent of any of them may treat the bearer of this Class B
Bearer Certificate as the owner hereof for all purposes, and neither the
Servicer, the Trustee, the Paying Agents or the Transfer Agent and Registrar nor
any agent of any of them shall be affected by notice to the contrary except in
certain circumstances described in the Agreement.
B-2-15
<PAGE>
As used herein, the term "United States" means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction. "U.S. Person"
shall have the meaning given to it by Regulation S under the Securities Act and
"United States person" shall have the meaning given to it under the United
States Internal Revenue Code.
THIS CLASS B BEARER CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, UNITED STATES OF AMERICA,
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.
B-2-16
<PAGE>
TRUSTEE
-------
The Bank of New York (Delaware)
White Clay Center
Route 273
Newark, Delaware 19801
PRINCIPAL PAYING AGENT
----------------------
Union Bank of Switzerland
100 Liverpool Street
London, England
EC2M 2RH
OTHER PAYING AGENT
------------------
Banque Internationale a Luxembourg, S.A.
69, route d'Esch
L-1470 Luxembourg
B-2-17
<PAGE>
EXHIBIT C
FORM OF CIA 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 (I) 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 OR (II)
A "SECONDARY MARKET" WITHIN THE MEANING OF SECTION 7704(b)(2) OF THE CODE AND
ANY PROPOSED, TEMPORARY OR FINAL TREASURY REGULATION THEREUNDER, INCLUDING A
MARKET WHEREIN INTERESTS IN THE CIA CERTIFICATES ARE REGULARLY QUOTED BY ANY
PERSON MAKING A MARKET IN SUCH INTERESTS AND A MARKET WHEREIN ANY PERSON
REGULARLY MAKES AVAILABLE BID OR OFFER QUOTES WITH RESPECT TO INTERESTS IN THE
CIA CERTIFICATES AND STANDS READY TO EFFECT BUY OR SELL TRANSACTIONS AT THE
QUOTED PRICES FOR ITSELF OR ON BEHALF OF OTHERS.
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"
C-1
<PAGE>
(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 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 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 AGREEMENT, THE SERIES 1996-3
SUPPLEMENT 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 AGREEMENT, THE SERIES 1996-3 SUPPLEMENT AND
THE EXCHANGEABLE CERTIFICATE PURCHASE AGREEMENT.
No. R-1 $_____________
Series Termination
Date: February 10, 2002
FIRST USA CREDIT CARD MASTER TRUST
CIA CERTIFICATE, SERIES 1996-3
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").
- -------------------
/*/ VISA/(R)/ and MasterCard/(R)/ are registered trademarks of Visa
USA Incorporated and MasterCard International Incorporated,
respectively.
C-2
<PAGE>
(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 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 supplemented by the
Series 1996-3 Supplement (the "Series 1996-3 Supplement"), dated as of June 6,
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 1996-3 Supplement), 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").
C-3
<PAGE>
Although a summary of certain provisions of the Agreement is set forth
below, this CIA Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced hereby
and the rights, duties and obligations of the Trustee. A copy of the Agreement
may be requested from the Trustee by writing to the Trustee at 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 CIA Certificates, Series 1996-3" (the "CIA
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 Certificateholder by virtue of the acceptance hereof assents and by which
the Certificateholder is bound. In the case of any conflict between terms
specified in this CIA Certificate and terms specified in the Agreement, the
terms of the Agreement shall govern.
The Transferor has structured the Agreement, the CIA Certificates, the
Exchangeable Certificate Purchase Agreement, the First USA Credit Card Master
Trust Class A Floating Rate Asset Backed Certificates, Series 1996-3 (the "Class
A Certificates") and the First USA Credit Card Master Trust Class B Floating
Rate Asset Backed Certificates, Series 1996-3 (the "Class B Certificates") with
the intention that the CIA Certificates, the Class A Certificates and Class B
Certificates will qualify under applicable tax law as indebtedness, and the
Transferor and each holder of a CIA Certificate (a "CIA Certificateholder") or
any interest therein, by acceptance of its CIA Certificate or any interest
therein, agrees to treat the CIA 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 CIA Certificates are not classified as debt as set forth above,
it is the intention of the parties hereto that such CIA Certificates be
classified as interests in a partnership. In the event that the yield to a CIA
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 CIA Certifi-
C-4
<PAGE>
cateholders in an amount equal to: (i) interest accrued on the CIA
Certificates; (ii) any amount that would, if the CIA 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 CIA
Certificateholders. Losses shall be allocated to a CIA 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 Class A
Certificates, the holders of the Class B Certificates and the holders of the CIA
Certificates (such holders together the "Investor Certificateholders") 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 Class A Certificates,
the Class B Certificates and the CIA 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 Class A Certificates, the Class B Certificates and the CIA
Certificates (together the "Investor 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 CIA Initial Invested Amount is $45,800,000. The CIA Invested
Amount for any monthly Distribution Date will be an amount equal to (a)
$45,800,000, minus (b) the aggregate amount of principal payments made to the
-----
CIA Certificateholders prior to such Distribution Date, minus (c) the aggregate
-----
amount of CIA Investor Charge-Offs for all prior Distribution Dates, minus (d)
-----
the aggregate amount of Reallocated Principal Collections for all prior
Distribution Dates which have been used to fund the Class A Required Amount or
the Class B Required Amount, minus (e) an amount equal to the aggregate amount
-----
by which the CIA Invested Amount has been reduced to fund the Class A Investor
Default
C-5
<PAGE>
Amount and the Class B Investor Default Amount on all prior Distribution Dates
as described in the Agreement and plus (f) the aggregate amount of Excess
----
Finance Charge Collections and certain other amounts allocated and available for
purposes of reimbursing amounts deducted pursuant to the foregoing clauses (c),
(d) and (e); provided, however, that the CIA Invested Amount may not be reduced
-------- -------
below zero.
The CIA Certificates will bear interest at a per annum rate of .80% in
excess of LIBOR as determined by the Trustee and applicable to the CIA
Certificates from time to time (such rate as in effect from time to time, the
"CIA Certificate Rate"). Interest will be distributed to the extent of available
funds on July 10, 1996, and on the tenth 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 CIA 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 CIA Certificate Rate and (c) the CIA 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 on July 10, 1996 and on each Distribution Date thereafter until the
Series 1996-3 Termination Date. Interest will be payable monthly on each
Distribution Date to the CIA 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.
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 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
CIA Certificates shall be equal to one-twelfth of the product of the Series
Servicing Fee Percentage and the CIA Adjusted Invested Amount on the last day of
the preceding Monthly Period (the "CIA Monthly Servicing Fee").
C-6
<PAGE>
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 Investor
Certificates, the Class B Floating Allocation Percentage of Collections of
Principal Receivables and the CIA Floating Allocation Percentage of Collections
of Principal Receivables will be applied first as Reallocated Principal
Collections, to the extent required, and any remaining amounts together with the
Class A Floating Allocation Percentage 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 Invested Amount in full and (iii) the Series Termination
Date. During the Accumulation Period, prior to the payment of the 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 Adjusted Invested Amount on such Transfer Date plus
----
(y) Excess Principal Collections from other Series allocable to Series 1996-3
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
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, sub-
C-7
<PAGE>
ject 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 February 1998 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 Class A
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 Accumulation 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 Class A
Certificateholders on the June 1999 Distribution Date (the "Class A Scheduled
Payment Date"). If the aggregate principal amount of deposits made to the
Principal Funding Account are insufficient to pay in full the Class A Invested
Amount on the Class A Scheduled Payment Date the Rapid Amortization Period will
commence and on each Distribution Date thereafter until the Class A Invested
Amount is paid in full, the Class A Certificateholders will receive
distributions of Class A Monthly Principal and Class A Monthly Interest.
On the June 1999 Distribution Date if the Class A Invested Amount is
paid in full, Available Investor Principal Collections and Excess Principal
Collections allocable to Series 1996-3 will be used to pay the Class B Invested
Amount as described in the Agreement. If the Available Investor Principal
Collections and Excess Principal Collections allocable to Series 1996-3 are
insufficient to pay in full the Class B Invested Amount on the June 1999
Distribution Date, the Rapid Amortization Period will commence.
C-8
<PAGE>
On the June 1999 Distribution Date if the Class A Invested Amount and
the Class B Invested Amount each is paid in full, Available Investor Principal
Collections will be used to pay the CIA Invested Amount until the earlier of the
date on which the CIA Invested Amount is paid in full and the Series Termination
Date, as described in the Agreement.
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 1996-3 are less than the applicable Controlled
Deposit Amount, the amount of such deficiency will be the applicable
"Accumulation Shortfall" 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 Class A Certificateholders on the
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 Class A Scheduled Payment Date if the Class A Invested
Amount and the Class B Invested Amount are not paid in full on such date, and
ending on the earlier of (i) the date on which the Class A Invested Amount, the
Class B Invested Amount and the CIA Invested Amount have been paid in full and
(ii) the Series Termination Date (the "Rapid Amortization Period"), Collections
of Principal Receivables allocated to the 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 Class A Certificateholders and, following payment in full of
the Class A Invested Amount, to the Class B Certificateholders, and, following
payment in full of the Class B Invested Amount, to the CIA Certificateholders,
monthly on each Distribution Date beginning with the Distri-
C-9
<PAGE>
bution Date in the month following the commencement of the Rapid Amortization
Period.
Principal payments on the CIA Certificates will be, during the
Accumulation Period, funded by deposits to the Principal Funding Account or,
during the Rapid Amortization Period, made monthly, and will commence on the
date (the "CIA Principal Commencement Date") which is (a) with respect to the
Accumulation Period, the first Distribution Date on which an amount equal to the
sum of the Class A Invested Amount and the Class B Invested Amount has been
deposited in the Principal Funding Account and allocated to the Class A
Certificates and the Class B Certificates or (b) with respect to the Rapid
Amortization Period, the Distribution Date on which the Class A Invested Amount
and the Class B Invested Amount have each been paid in full or, if there are no
Principal Receivables allocable to the Investor Certificates remaining after
payments have been made to the Class A Certificates and the Class B Certificates
on such Distribution Date, the Distribution Date following the Distribution Date
on which the Class A Invested Amount and the Class B Invested Amount have each
been paid in full. Amounts deposited in the Principal Funding Account for the
benefit of the CIA Certificates will be paid to the CIA Certificateholders on
the June 1999 Distribution Date and on each Distribution Date during the Rapid
Amortization Period beginning with the CIA Principal Commencement Date and
thereafter until the payment in full of the CIA Invested Amount or the
termination of the Trust, the Percentage Allocation of all Collections of
Principal Receivables and certain other amounts for the preceding Monthly Period
remaining after payment of the Class B Certificates in full will be distributed
to the CIA Certificateholders.
Subject to the Agreement, payments of principal are limited to the
unpaid CIA Invested Amount of the CIA Certificates, which may be less than the
unpaid balance of the CIA Certificates pursuant to the terms of the Agreement.
All principal of and interest on the CIA Certificates is due and payable no
later than February 10, 2002 (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 CIA Certificates. In the
event that the 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
C-10
<PAGE>
Receivables up to 110% of the sum of the Class A Invested Amount, the Class B
Invested Amount and the CIA Invested Amount at the close of business on such
date (but not more than the total amount of Receivables allocable to the
Investor Certificates), and shall pay the proceeds to the Class A
Certificateholders pro rata then to the Class B Certificateholders pro rata and
then to the CIA Certificateholders pro rata in final payment of the Investor
Certificates.
The transfer of this Certificate shall be registered in the
Certificate Register upon surrender of this Certificate for registration of
transfer at any office or agency maintained by the Transfer Agent and Registrar
accompanied by a written instrument of transfer in a form satisfactory to the
Trustee and the Transfer Agent and Registrar duly executed by the
Certificateholder or such Certificateholder's attorney duly authorized in
writing, and thereupon one or more new Class B 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, CIA Certificates are exchangeable for new CIA Certificates
evidencing like aggregate Undivided Interests, as requested by the CIA
Certificateholder surrendering such CIA Certificates. No service charge may be
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.
The Transferor, the Servicer, the Trustee, the CIA Paying Agent and
the Transfer Agent and Registrar, and any agent of any of them, may treat the
person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Transferor, the Servicer, the Trustee, the CIA 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
C-11
<PAGE>
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 and the Series 1996-3 Supplement 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 1996-3 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 substance of such
amendment to each CIA Certificateholder.
The holder of this 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 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 CIA Certificateholder.
The holder hereof by its acceptance of this Certificate further agrees
that it will report its interest in the CIA 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.
Neither this Certificate nor any interest herein may be sold conveyed,
assigned, hypothecated, pledged, par-
C-12
<PAGE>
ticipated, or otherwise transferred, except in accordance with the 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 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 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 (provided that the proposed transferee otherwise satisfies all
conditions required by the Agreement and the Exchangeable Certificate Purchase
Agreement) its prior consent thereto. Such consent shall be granted 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 CIA 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 Certificate or any interest therein hereby
certifies that it is either (A)(i) a citizen or resident of the United States,
(ii) a corporation, partnership or other entity organized in or under the laws
of the United States or any political subdivision thereof which, if 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 this Certificate is 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 withholding, if
C-13
<PAGE>
any, under Section 1446 of the Code) and who will furnish to the Servicer and
the Trustee a properly executed United States Internal Revenue Service Form 4224
(and will agree to provide a new Form 4224 upon the expiration or obsolescence
of any previously delivered form and comparable statement 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.
C-14
<PAGE>
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be
duly executed on this 6th day of June, 1996.
FIRST USA BANK
By:
------------------------
Name: Steven L. McDonald
Title: Senior Vice President
CERTIFICATE OF AUTHENTICATION
This is one of the CIA Certificates referred to in the within-
mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
as Authenticating Agent
Date: June 6, 1996
By:
--------------------------
Name:
Title:
C-15
<PAGE>
EXHIBIT D
MONTHLY ALLOCATIONS AND PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
FIRST USA BANK
___________________________________________
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1996-3
___________________________________________
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
1996-3 Supplement dated June 6, 1996 (the "Supplement") by and between the Bank
and The Bank of New York (Delaware), as Trustee (the "Trustee"), does hereby
certify as follows:
I 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.
II The Bank is Servicer under the Pooling and Servicing Agreement.
III The undersigned is a Servicing Officer.
IV The date of this notice is a Determination Date under the Pooling and
Servicing Agreement.
D-1
<PAGE>
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 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:
1. A. Class A Finance Charge Allocations
Principal Funding Investment Proceeds N/A
Reserve Account Withdrawals N/A
__________________
Total Class A Available Funds
B. Pursuant to subsections 4.09(a)(i):
-----------------------------------
1. Interest to be paid to Certificateholders at the Certificate
Rate for the Interest Period on the Invested Amount
(Actual/360)
Class A
2. Overdue Interest
3. Default Interest
C. Pursuant to subsection 4.09 (a)(ii):
------------------------------------
Class A Monthly Servicing Fee for the preceding
Monthly Period if First USA Bank is no longer Servicer
D. Pursuant to subsection 4.09(a)(iii):
------------------------------------
Class A Investor Default Amount for the preceding
Monthly Period __________________
E. Pursuant to subsection 4.09(a)(iv):
-----------------------------------
Amount constituting Excess Finance Charge Collections
to be distributed per subsection 4.13
==================
D-2
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS Series 1996-2
Page D-3
2. A. Total Class B Finance Charge Allocations
B. Pursuant to subsections 4.09(b)(i):
-----------------------------------
1. Interest to be paid to Certificateholders at the Certificate
Rate for the Interest Period on the Invested Amount
(Actual/360)
Class B
2. Overdue Interest
3. Default Interest
C. Pursuant to subsection 4.09 (b)(ii):
------------------------------------
Class B Monthly Servicing Fee for the preceding
Monthly Period if First USA Bank is no longer Servicer
---------------
D. Pursuant to subsection 4.09(b)(iii):
------------------------------------
Amount constituting Excess Finance Charge Collections
distributed per subsection 4.13
===============
3. A. Total CIA Finance Charge Allocations
B. Pursuant to subsection 4.09 (c)(i):
-----------------------------------
CIA Monthly Servicing Fee for the preceding
Monthly Period if First USA Bank is no longer Servicer
---------------
C. Pursuant to subsections 4.09(c)(ii):
------------------------------------
Amount constituting Excess Finance Charge Collections
to be distributed per subsection 4.13
===============
4. A. Pursuant to subsections 4.09(a)(iv), 4.09(b)(iii),
-------------------------------------------------
4.09(c)(ii) and 4.17(e):
------------------------
Amount constituting Excess Finance Charge Collections
to be distributed per subsection 4.13
Total Excess Finance Charge Collections
===============
D-3
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS Series 1996-2
Page D-4
II. APPLICATION OF EXCESS FINANCE CHARGE COLLECTIONS
------------------------------------------------
Pursuant to Section 4.13, the Servicer hereby instructs the Trustee to
apply Excess Finance Charge Collections, determined pursuant to the
provisions of Section 4.09, in the following priority:
A. Pursuant to subsection 4.13(a):
-------------------------------
The Class A Required Amount applied in accordance with
subsection 4.09(a)
B. Pursuant to subsection 4.13 (b):
--------------------------------
Amount of Class A Investor Charge-Offs
not previously reimbursed
C. Pursuant to subsection 4.13 (c):
--------------------------------
Amount equal to unpaid Class B Monthly Interest Due
on the Class B Outstanding Principal Balance
D. Pursuant to subsection 4.13 (d):
--------------------------------
Class B Investor Default Amount for the preceding
Monthly Period
E. Pursuant to subsection 4.13 (e):
--------------------------------
Reimbursement of Class B Invested Amount which has
been reduced for reasons other than principal payments
F. Pursuant to subsection 4.13 (f):
--------------------------------
1. CIA Monthly Interest for the preceding
Interest Period on the Invested
Amount (Actual/360)
2. Overdue Interest
3. CIA Default Interest ____________________
D-4
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS Series 1996-2
Page D-5
G. Pursuant to subsection 4.13 (g):
--------------------------------
1. Unpaid Investor Monthly Servicing Fee for the preceding
Monthly Period to be paid to First USA Bank
H. Pursuant to subsection 4.13 (h):
--------------------------------
CIA Investor Default Amount for the preceding
Monthly Period
I. Pursuant to subsection 4.13 (i):
--------------------------------
Reimbursement of CIA Invested Amount which has
been reduced for reasons other than principal payments
J. Pursuant to subsection 4.13 (j):
--------------------------------
The excess, if any, of the Required Reserve Account Amount
over Available Reserve Account Amount to be funded to the
Reserve Account
K. Pursuant to subsection 4.13 (k):
--------------------------------
Remaining amount to be applied pursuant to
the Spread Account Agreement --------
Total (Excess F/C Collections from 4(A) above) ========
III. APPLICATION OF PRINCIPAL COLLECTIONS
------------------------------------
Pursuant to Sections 4.05, 4.07, 4.09, 4.14 and 4.16, 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. Class A Principal Collections
Class A Default Amount (during Accumulation Period)
Class A Charge-Offs Amount (during Accumulation Period) --------
Total Class A Monthly Principal
D-5
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS Series 1996-2
Page D-6
2. Class B Principal Collections
Class B Default Amount (during Accumulation Period)
Class B Charge-Offs Amount (during Accumulation Period) --------
Total Class B Monthly Principal
3. CIA Principal Collections
CIA Investor Default Amt (during Accumulation Period)
CIA Investor Charge-Offs Amt (during Accumulation) --------
Total CIA Monthly Principal
4. Excess Principal Collections (other series) --------
Total Principal Collections ========
B. Allocation of Principal Collections
-----------------------------------
1. Amount of CIA Principal Reallocated to F/C Account
2. Amount of Class B Principal Reallocated to F/C Account
3. Amount of Investor Principal Collections to other Series
4. Payment of principal to Class A Certificateholders
5. Payment of principal to Class B Certificateholders
6. Payment of principal to CIA Certificateholders
7. Payment of principal to Principal Funding Account
8. Amount returned to Bank --------
Total Principal Allocations ========
D-6
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS Series 1996-2
Page D-7
(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
(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 from Morgan)
(6) Deposit to Reserve Account
(7) Interest payment to Class A Certificateholders (DTC)
(8) Interest payment to Class B Certificateholders (DTC)
(9) Interest payment to CIA Certificateholders
(10) Certificate Principal to Principal Funding Account
(11) Principal to Certificateholders (DTC)
(12) Investor Principal Collections to other Series
(13) Monthly Principal Payment to CIA Certificateholders
(14) Excess Spread paid to and retained in Spread Account ------------
Total Disbursements ============
Total Class A, B and C funds to be allocated ============
---------------------
Account to satisfy Cap Amount (funded by Morgan)
D-7
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS Series 1996-2
Page D-1
EXHIBIT E
MONTHLY CERTIFICATEHOLDERS' STATEMENT
FIRST USA BANK
________________________________________________
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1996-3
________________________________________________
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 1996-3 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.
1. Information Regarding the Current Monthly Distribution.
-------------------------------------------------------
A. The total amount of the distribution to
Certificateholders on the Distribution Date per
$1,000 original certificate principal amount
Class A
Class B
CIA Inv. Amt. ---------------
Total (weighted avg.)
E-1
<PAGE>
MONTHLY CERTIFICATEHOLDER'S STATEMENT Series 1996-2
Page E-2
B. 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
Class A
Class B
CIA Inv. Amt.
----------
Total (weighted avg.)
C. 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
Class A
Class B
CIA Inv. Amt.
----------
Total
==========
2. Information Regarding the Performance of the Trust.
---------------------------------------------------
A. 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
Class A
Class B
CIA Inv. Amt.
----------
Total
==========
B. 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
Class A
E-2
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT Series 1996-2
Page E-3
Class B
CIA Inv. Amt. -----------
Total ===========
(b) Principal Funding Investment Proceeds (to Class A) N/A
(c) Withdrawals from Reserve Account (to Class A) N/A
Class A Available Funds -----------
===========
C. 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 Class A Invested Amount during
Accumulation Period)
Class A
Class B
CIA Inv. Amt.
-----------
Total
(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 as of the Record Date set forth in
paragraph 3(a) above
Class A
Class B
CIA Inv. Amt.
-----------
Total
(d) During the Amortization Period: The Invested
Amount as of _______ (the last day of the Revolving
Period)
Class A N/A
E-3
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT Series 1996-2
Page E-4
Class B N/A
CIA Inv. Amt. N/A
-----------------
Total N/A
(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
Class A N/A
Class B N/A
CIA Inv. Amt. N/A
-----------------
Total N/A
D. 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 =================
E. 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")
Class A
Class B
CIA Inv. Amt. -----------------
Total =================
E-4
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT Series 1996-2
Page E-5
F. Investor Charge-Offs & Reimbursements of Charge-Offs.
-----------------------------------------------------
(a) The aggregate amount of Class A Investor Charge-
Offs and the reductions in the Class B Invested
Amount and the CIA Invested Amount
Class A
Class B
CIA Inv. Amt. --------------
Total ==============
(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)
Class A
Class B
CIA Inv. Amt. --------------
Total ==============
(c) The aggregate amount of Class A Investor Charge-
Offs reimbursed and the reimbursement of
reductions in the Class B Invested Amount and the
CIA Invested Amount
Class A
Class B
CIA Inv. Amt. --------------
Total ==============
(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)
Class A
Class B
CIA Inv. Amt. --------------
Total ==============
E-5
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT Series 1996-2
Page E-6
G. Investor Servicing Fee.
-----------------------
(a) The amount of the Investor Monthly Servicing Fee
payable by the Trust to the Servicer for the
Monthly Period
Class A
Class B
CIA Inv. Amt. -------------
Total =============
H. Reallocated Principal Collections
---------------------------------
The amount of Reallocated CIA and Class B
Principal Collections applied in respect of Interest
Shortfalls, Investor Default Amounts or Investor
Charge-Offs for the prior month.
Class B
CIA Inv. Amt. -------------
Total =============
I. CIA Invested Amount
-------------------
(a) The amount of the CIA Invested Amount as of the
close of business on the related Distribution Date after
giving effect to withdrawals, deposits and payments to
be made in respect of the preceding month
(b) The Required CIA Invested Amount as of the
close of business on the related Distribution Date after
giving effect to withdrawals, deposits and payments to
be made in respect of the preceding month
J. 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 multiplying the original
E-6
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT Series 1996-2
Page E-7
denomination of the holder's Certificate by the Pool Factor
Class A
Class B --------------
Total (weighted avg.)
K. The Portfolio Yield
-------------------
The Portfolio Yield for the related Monthly Period
L. The Base Rate
-------------
The Base Rate for the related Monthly Period
3. Information Regarding the Principal Funding Account
---------------------------------------------------
A. 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)
B. 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 N/A
Less: Withdrawals to Finance Charge Account N/A
E-7
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT Series 1996-2
Page E-8
Less: Withdrawals to Distribution Account --------------
Ending Balance
C. Accumulation Shortfall
----------------------
The Controlled Deposit Amount for the previous
Monthly Period N/A
Less: The amount deposited into the Principal
Funding Account for the Previous Monthly
Period N/A
--------------
Accumulation Shortfall N/A
==============
Aggregate Accumulation Shortfalls N/A
==============
D. Principal Funding Investment Shortfall
--------------------------------------
Covered Amount N/A
Less: Principal Funding Investment Proceeds N/A
--------------
Principal Funding Investment Shortfall N/A
4. Information Regarding the Reserve Account
A. Required Reserve Account Analysis
(a) Required Reserve Account Amount percentage
(0.5% of Class A Invested Amount or other amount
designated by Transferor)
(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
E-8
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT Series 1996-2
Page E-9
B. Reserve Account Investment Proceeds
-----------------------------------
Reserve Account Investment Proceeds transferred to the
Finance Charge Account on the Related Transfer Date N/A
C. 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) N/A
D. The Portfolio Adjusted Yield
----------------------------
The Portfolio Adjusted Yield for the related Mthly Period
E-9
<PAGE>
MONTHLY CERTIFCATEHOLDERS' STATEMENT Series 1996-2
Page E-1
EXHIBIT F-1
FORM OF CLASS [A/B] INTEREST COUPON
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
THIS COUPON IS NOT AN INTEREST IN OR OBLIGATION OF FIRST USA BANK OR ANY
AFFILIATE THEREOF.
No._______________
On the 19 Distribution Date, the Holder shall be
paid (subject to the terms and conditions of the Class [A/B] Bearer Certificate,
Series 1996-3, First USA Credit Card Master Trust to which this coupon
appertains, which shall be binding on the Holder of this Coupon whether or not
attached to such Class [A/B] Bearer Certificate and subject to the terms and
conditions of the Agreement referred to in the Certificate), upon surrender
hereof, the amount of interest then payable on its Class [A/B] Bearer
Certificate, the number of which appears on this Coupon. Payment of this Coupon
will be made in U.S. dollars only upon presentation of this Coupon at the office
of any paying agent outside the United States and its possessions as may be
appointed from time to time pursuant to such Agreement. Such payment will be
made at the option of the holder hereof and subject to any applicable laws and
regulations, by a United States dollar check drawn on a bank in New York City,
or by transfer to a United States dollar account maintained by the holder with a
bank located outside the United States and its possessions. If such payment at
the offices of all paying agents outside the United States and its possessions
becomes illegal or is effectively precluded because of the imposition of
exchange controls or other similar restrictions on the payment or receipt of
such amounts in U.S. dollars, such payment will be made at the office of the
paying agent in New York City. Except as provided by the preceding sentence, no
demand for payment or payment on this Coupon may be made at any office of any
paying agent
F-1-1
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT Series 1996-2
Page E-2
in the United States and its possessions nor will any payment be mailed to an
address or transferred to an account in the United States and its possessions.
The Transferor has initially appointed the paying agents listed on the reverse
side of this Coupon. (All capitalized terms used herein shall have the meanings
assigned such terms in the Pooling and Servicing Agreement.)
FIRST USA BANK
By:
------------------------ Name:
Title:
F-1-2
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT Series 1996-2
Page E-3
LIST OF PAYING AGENTS
----------------------
PRINCIPAL PAYING AGENT
----------------------
Union Bank of Switzerland, London Branch
100 Liverpool Street
London, England
EC2M 2RH
OTHER PAYING AGENT
------------------
Banque Internationale a Luxembourg, S.A.
69, route d'Esch
L-1470 Luxembourg
F-1-3
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT Series 1996-2
Page E-1
EXHIBIT F-2
FORM OF CLASS [A/B] SPECIAL COUPON
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
THIS COUPON IS NOT AN INTEREST IN OR OBLIGATION OF FIRST USA BANK OR ANY
AFFILIATE THEREOF.
No.
Subject to the terms and conditions of the Class [A/B] Bearer
Certificate, Series 1996-3, First USA Credit Card Master Trust to which this
Coupon appertains, which shall be binding on the Holder of this Coupon whether
or not attached to such Certificate and subject to the terms and conditions of
the Pooling and Servicing Agreement referred to in the Certificate, upon
surrender of the Class [A/B] Bearer Certificate, the number of which appears on
this Coupon, all unmatured Coupons appertaining to such Bearer Certificate (or
in the case of any missing unmatured Coupons, cash in an amount equal to the
amount due under such missing unmatured Coupons) and this Special Coupon to the
Trustee or any paying agent (in each case, at its office outside the United
States and its possessions), the Holder shall be paid such Holder's pro rata
share of the amounts on deposit in the Principal Funding Account payable to the
Class [A/B] Certificateholders pursuant to subsection 4.09(h) of the Pooling and
Servicing Agreement, provided however that in the event that amounts on deposit
in the Principal Funding Account and A/B Distribution Account are insufficient
to repay the Class [A/B] Investor Interest on the Class [A/B] Scheduled Payment
Date or on the first Distribution Date following the occurrence of a Pay Out
Event, the bearer hereof shall receive Monthly Payment Coupons appertaining to
the above-mentioned Bearer Certificate. Amounts paid in respect of this Special
Coupon will be paid in U.S. dollars, and Monthly Coupons (if any) will be
issued, in each case only
F-2-1
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT Series 1996-2
Page E-2
upon presentation of this Special Coupon at the office of any paying agent
outside the United States and its possessions as may be appointed from time to
time pursuant to such Pooling and Servicing Agreement. Such payment will be
made at the option of the holder hereof and subject to any applicable laws and
regulations, by a United States dollar check drawn on a bank in New York City,
or by transfer to a United States dollar account maintained by the holder with a
bank located outside the United States and its possessions. If such payment at
the offices of all paying agents outside the United States and its possessions
becomes illegal or is effectively precluded because of the imposition of
exchange controls or other similar restrictions on the payment or receipt of
such amounts in U.S. dollars, such payment will be made at the office of the
paying agent in New York City. Except as provided by the preceding sentence, no
demand for payment or payment on this Special Coupon may be made at any office
of any paying agent in the United States and its possessions nor will any
payment be mailed to an address or transferred to an account in the United
States and its possessions. The Transferor has initially appointed the paying
agents listed on the reverse side of this Coupon. (All capitalized terms used
herein shall have the meanings assigned such terms in the Pooling and Servicing
Agreement.)
FIRST USA BANK
By:
------------------------ Name:
Title:
F-2-2
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS Series 1996-2
Page E-3
LIST OF PAYING AGENTS
---------------------
PRINCIPAL PAYING AGENT
----------------------
Union Bank of Switzerland, London Branch
100 Liverpool Street
London, England
EC2M 2RH
OTHER PAYING AGENT
------------------
Banque Internationale a Luxembourg, S.A.
69, route d'Esch
L-1470 Luxembourg
F-2-3
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS Series 1996-2
Page E-1
EXHIBIT F-3
FORM OF MONTHLY PAYMENT COUPON
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
THIS COUPON IS NOT AN INTEREST IN OR OBLIGATION OF FIRST USA BANK OR ANY
AFFILIATE THEREOF.
IN THE EVENT THAT ON THE DISTRIBUTION DATE PRINTED BELOW THE INVESTED AMOUNT IS
ZERO (DETERMINED PRIOR TO GIVING EFFECT TO ANY PAYMENTS ON THIS COUPON), THEN,
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS COUPON, THIS COUPON SHALL
AUTOMATICALLY BECOME VOID AND SHALL CEASE TO REPRESENT AN INTEREST IN OR TO BE
AN OBLIGATION OF THE TRUST.
No.____________
On the 19 Distribution Date, the Holder of this Coupon
shall be paid (subject to the terms and conditions of the Class [A/B] Bearer
Certificate, Series 1996-3 First USA Credit Card Master Trust to which this
Coupon appertains, which shall be binding on the Holder of this Coupon whether
or not attached to such Certificate and subject to the terms and conditions of
the Pooling and Servicing Agreement referred to in the Certificate), upon
surrender hereof, the amount of interest and principal (including any additional
interest which may be payable under the terms and conditions of such
Certificate), then payable on its Class [A/B] Bearer Certificate, the number of
which appears on this Coupon. Payment of this Coupon will be made in U.S.
Dollars only upon presentation of this Coupon at the office of any paying agent
outside the United States and its possessions as may be appointed from time to
time pursuant to such Pooling and Servicing Agreement. Such payment will be
made, at the option of the Holder hereof and subject to any applicable laws and
regulations, by a United States dollar check
F-3-1
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS Series 1996-2
Page E-2
drawn on a bank in New York City, or by transfer to a United States dollar
account maintained by the holder with a bank located outside the United States
and its possessions. If such payment at the offices of all paying agents
outside the United States and its possessions becomes illegal or is effectively
precluded because of the imposition of exchange controls or other similar
restrictions on the payment or receipt of such amounts in U.S. Dollars, such
payment will be made at the office of the paying agent in New York City. Except
as provided by the preceding sentence, no demand for payment or payment on this
Coupon may be made at any office of any paying agent in the United States and
its possessions nor will any payment be mailed to an address or transferred to
an account in the United States and its possessions. The Transferor has
initially appointed the paying agents listed on the reverse side of this Coupon.
(All capitalized terms used herein shall have the meanings assigned such terms
in the Agreement.)
FIRST USA BANK
By:______________________
Name:
Title:
F-3-2
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS Series 1996-2
Page E-3
LIST OF PAYING AGENTS
---------------------
PRINCIPAL PAYING AGENT
----------------------
Union Bank of Switzerland, London Branch
100 Liverpool Street
London, England
EC2M 2RH
OTHER PAYING AGENT
------------------
Banque Internationale a Luxembourg, S.A.
69, route d'Esch
L-1470 Luxembourg
F-3-3
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS Series 1996-2
Page E-1
EXHIBIT G-1
FORM OF CLEARANCE SYSTEM CERTIFICATE
TO BE GIVEN TO THE TRUSTEE BY
EUROCLEAR OR CEDEL
FIRST USA CREDIT CARD MASTER TRUST
Floating Rate Asset Backed
Certificates, Series 1996-3
[Insert title or sufficient description
of Certificates ("Certificates")]
This is to certify that, based solely on certifications we have
received in writing, by telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
to the effect set forth in the Agreement, as of the date hereof, $_________
principal amount of above-captioned Certificates (i) is owned by persons that
are not citizens or residents of the United States, corporations, partnerships
or other entities created or organized in or under the laws of the United
States, or any political subdivision thereof, any estate or trust the income of
which is subject to United States federal income taxation regardless of its
source, or any partnership to the extent that one or more members is for the
United States federal income tax purposes any of the foregoing ("United States
persons"), (ii) is owned by United States persons that (a) are foreign branches
of United States financial institutions (as defined in U.S. Treasury Regulations
Section 1.165-12(c)(1)(v)) ("financial institutions") purchasing for their own
account or for resale, or (b) acquired the Certificates through foreign branches
of United States financial institutions and who hold the Certificates through
such United States financial institutions on the date hereof (and in either case
(a) or (b), each such United States financial institution has agreed to comply
with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder),
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS Series 1996-2
Page E-2
or (iii) is owned by United States or foreign financial institutions for
purposes of resale during the restricted period (as defined in U.S. Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the further effect that
United States or foreign financial institutions described in clause (iii)
(whether or not also described in clause (i) or (ii)) have certified that they
have not acquired the Certificates for purposes of resale directly or indirectly
to a United States person or to a person within the United States or its
possessions.
We further certify (i) that we are not making available herewith for
exchange (or, if relevant, for the payment of interest on) any portion of the
Temporary Global Certificate excepted in such Member Organization certifications
and (ii) that as of the date hereof we have not received any notification from
any of our Member Organizations to the effect that the statements made by such
Member Organizations with respect to any portion of the part submitted herewith
for exchange (or, if relevant, for the payment of interest on) are no longer
true and cannot be relied upon at the date hereof.
We will retain all certificates received from Member Organizations for
the period specified in U.S. Treasury Regulation Section 1.163-
5(c)(2)(i)(D)(3)(i).
We understand that this certification is required in connection with
certain tax laws of the United States. In connection therewith, if
administrative and legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.
Date: 199 /*/.
- -------------------------
/*/ This certificate is to be dated on the Temporary Global Certificate
Exchange Date or, if applicable, the subsequent date on which the
Certificates are delivered to the undersigned in definitive form.
G-1-2
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS Series 1996-2
Page E-3
Yours faithfully,
[MORGAN GUARANTY TRUST COMPANY OF NEW YORK, Brussels
office, as operator of the Euroclear System
or
CEDEL BANK, SOCIETE ANONYME]/**/
By:_____________________________
- --------------------------
/**/ Delete the inappropriate reference.
G-1-3
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS Series 1996-2
Page E-1
EXHIBIT G-2
FORM OF CERTIFICATE TO BE DELIVERED
TO EUROCLEAR OR CEDEL BY A BENEFICIAL
OWNER OF CERTIFICATES
FIRST USA CREDIT CARD MASTER TRUST
Floating Rate Asset Backed Certificates, Series 1996-3
[Insert title or sufficient description
of Certificates ("Certificates")]
This is to certify that as of the date hereof and except as provided in the
third paragraph hereof, the above-captioned Certificates held by you for our
account (i) are owned by persons that are not United States Persons, or (ii) are
owned by a United States Person that is (A) the foreign branch of a United
States financial institution (as defined in U.S. Treasury Regulations Section
1.165-12(c)(1)(v)) (a "financial institution") purchasing for its own account or
for resale, or (B) a United States person who acquired the Certificates through
the foreign branch of a financial institution and who holds the Certificates
through the financial institution on the date hereof (and in either case (A) or
(B), the financial institution has agreed to comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by a financial
institution for purposes of resale during the Restricted Period (as defined in
U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)). In addition,
financial institutions described in clause (iii) of the preceding sentence
(whether or not also described in clause (i) or (ii)) have certified that they
have not acquired the Certificates for purposes of resale directly or indirectly
to a United States Person or to person within the United States or its
possessions.
We undertake to advise you by tested telex if the above statement as
to beneficial ownership is not correct on the date of delivery of the above-
captioned Certificates in definitive form with respect to such of said
Certificates as then appear in your books as being held for our account.
G-2-1
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS Series 1996-2
Page E-2
This certificate excepts and does not relate to U.S. $__________
principal amount of Certificates held by you for our account, as to which we are
not yet above to certify beneficial ownership. We understand that delivery of
definitive Certificates in such principal amount cannot be made until we are
able to so certify.
We understand that this certificate is required in connection with
certain securities and tax laws of the United States of America. If
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate or a copy thereof to any interested party in
such proceedings. As used herein, "United States" means the United States of
America (including the States and the District of Columbia), its territories,
its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island, and Northern Mariana Islands) and other areas subject to its
jurisdiction; and "United States Person" means a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in or under the laws of the United States, or any political subdivision thereof,
or an estate or trust the income of which is subject to United States federal
income taxation regardless of its source and any partnership to the extent that
one or more members is for United States federal income tax purposes any of the
foregoing.
Dated: /*/ by
- ------------------------------ ---
As
,
or
as
ag
en
t
- ---------------------
/*/ This Certificate must be dated no earlier than 15 days prior to the
Temporary Global Certificate Exchange Date.
G-2-2
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS Series 1996-2
Page E-3
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G-2-3
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS Series 1996-2
Page E-4
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G-2-4
