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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) DECEMBER 11, 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)
214-849-2195
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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 December 11, 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 $1.064 billion of
credit card receivables. The securitization consists of First USA Credit Card
Master Trust Series 1996-7 and 1996-8.
Series 1996-7 consists of $483,060,000 Class A Floating Rate Asset
Backed Certificates, and $43,650,000 Class B Floating Rate Asset Backed
Certificates, each of which has an average life of approximately three years.
Series 1996-7 also consists of $55,290,000 CIA Certificates, which will be
subordinated to the Class A and Class B certificates and will provide credit
enhancement for the benefit of certificate holders.
Series 1996-8 consists of $400,000,000 Class A Floating Rate Asset
Backed Certificates and $36,200,000 Class B Floating Rate Asset Backed
Certificates, each with an average life of approximately seven years. Series
1996-8 also consists of $45,800,000 CIA Certificates, which will be subordinated
to the Class A and Class B certificates and will provide credit enhancement for
the benefit of certificate holders.
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:
1.1 Underwriting Agreement of First USA Credit Card Master Trust,
Series 1996-7, dated as of December 4, 1996, between First USA Bank and Swiss
Bank Corporation, London Branch, for itself and as Attorney-in-fact for the
other several Managers named therein.
1.2 Underwriting Agreement of First USA Credit Card Master Trust,
Series 1996-8, dated as of December 4, 1996 between First USA Bank and J. P.
Morgan Securities Inc., as Representative of the Underwriters set forth therein.
99.1 Series 1996-7 Supplement, dated as of December 11, 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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99.2 Series 1996-8 Supplement, dated as of December 11, 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: December 26, 1996
First USA, Inc.
By: /s/ Philip E. Taken
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Philip E. Taken
Senior Vice President
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EXHIBIT INDEX
Exhibit No. Description Page No.
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1.1 Underwriting Agreement of First USA Credit Card Master Trust,
Series 1996-7, dated as of December 4, 1996 between First USA
Bank and J. P. Morgan Securities Inc., as Representative of
the Underwriters set forth therein.
1.2 Underwriting Agreement of First USA Credit Card Master Trust,
Series 1996-8, dated as of December 4, 1996, between First USA
Bank and Swiss Bank Corporation, London Branch, for itself and
as Attorney-in-fact for the other several Managers named
therein.
99.1 Series 1996-7 Supplement, dated as of December 11, 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.
99.2 Series 1996-8 Supplement, dated as of December 11, 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 1.1
First USA Credit Card Master Trust
Class A Floating Rate Asset Backed Certificates,
Series 1996-7
Class B Floating Rate Asset Backed Certificates,
Series 1996-7
UNDERWRITING AGREEMENT
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December 4, 1996
Swiss Bank Corporation, London Branch
Barclays de Zoete Wedd Limited
Deutsche Bank AG London
c/o Swiss Bank Corporation, London Branch
Swiss Bank House
1 High Timber Street
London, EC4V 3SB
England
Ladies and Gentlemen:
First USA Bank, a Delaware chartered banking corporation (the "Bank"), has
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duly authorized the issuance and sale to the managers listed on Schedule I
hereto (the "Managers"), for whom Swiss Bank Corporation, London Branch is
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acting as lead manager (the "Lead Manager"), of U.S.$483,060,000 aggregate
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principal amount of First USA Credit Card Master Trust Class A Floating Rate
Asset Backed Certificates, Series 1996-7 (the "Class A Certificates") and of
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U.S.$43,650,000 aggregate principal amount of Class B Floating Rate Asset Backed
Certificates, Series 1996-7 (the "Class B Certificates" and together with the
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Class A Certificates, the "Certificates"). The Certificates will be issued
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pursuant to a Pooling and Servicing Agreement, dated as of September 1, 1992, as
heretofore amended and supplemented (the "Master Pooling and Servicing
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Agreement"), by and between the Bank, as transferor and servicer, and The Bank
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of New York (Delaware) (the "Trustee"), as proposed to be supplemented by the
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Series 1996-7 Supplement to be dated as of December 11, 1996 (the "Supplement"
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and together with the Master Pooling and Servicing Agreement, the "Pooling and
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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 Trust
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will include, among other things, receivables (the "Receivables") arising under
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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 November 14, 1996 (the "Base
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Offering Circular") and Offering Circular Supplement, dated as of November 14,
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1996 (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 inclusion therein.
(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 trans act 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 Spread Account Agreement dated as of
December 11, 1996 by and between the Bank and the Trustee (the "Spread Account
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Agreement"), the Pooling and Servicing Agreement, the Certifi cates and the CIA
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Certificates.
_____________________
/*/ 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 and the CIA 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 and authenticated by or on behalf of the
Trustee in accordance with the Pooling and Servicing Agreement, and, with
respect to the Certificates, delivered to and paid for by the Managers as
provided herein, or, with respect to the CIA Certificates, delivered to and paid
for by the purchasers thereof as provided in the CIA Purchase Agreement dated as
of November 14, 1996 (the "CIA Purchase Agreement"), between the Bank, as
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transferor and servicer, and the purchaser or purchasers named therein, 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 and delivered by the Bank, and will conform in all
material respects to the descriptions thereof contained in the Offering Circular
and the CIA Certificates will have been duly and validly executed and delivered
by the Bank.
(f) The Spread Account 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.
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(h) Neither the transfer of the Receivables to the Trustee, nor the
issuance, sale and delivery of the Certificates or the CIA Certificates, nor the
execution or delivery of this Agreement, the Spread Account 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 CIA Certificates, the Pooling and Servicing Agreement, the
Spread Account 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 conflict
with or result in a breach or violation of 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 Spread Account Agreement,
the Certificates, or the CIA 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 Spread Account Agreement, the Pooling and
Servicing Agreement, the Certificates, or the CIA Certificates, (ii) assert the
invalidity of this Agreement, the Spread Account Agreement, the Pooling and
Servicing Agreement, the Certificates, or the CIA Certificates, (iii) seek to
prevent the issuance, sale or delivery of the Certificates or the CIA
Certificates or any of the transactions contemplated by this Agreement, the
Spread Account 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.
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(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 Spread Account
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 Spread
Account 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
transferor 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 Spread Account 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 the approval of the
Office of the State Bank 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 October 31, 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 outstanding on October 31, 1996, plus (y)
U.S.$2,103,400,000, 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
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within the meaning of the Investment Company Act of 1940, as amended (the "1940
----
Act").
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(p) Assuming the representations and warranties of the Managers in
Section 12 hereof are true, correct and complete and that each Manager has
complied with the restrictions on offers, sales and deliveries of the
Certificates set forth in Schedule II and the Offering Circular, no registration
under the United States Securities Act of 1933, as amended (the "Act"), of the
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Certificates is required for their offer, sale and delivery in the manner
contemplated by this Agreement and the Offering Circular, and no qualification
of the Pooling and Servicing Agreement under the Trust Indenture Act of 1939, as
amended, is required.
2. Purchase, Sale, Payment and Delivery of Certificates. On the basis of
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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 each of the Managers agrees, severally and not jointly, to
purchase from the Bank, on December 11, 1996 or on such other date as shall be
mutually agreed upon by the Bank and the Managers (the "Closing Date"), the
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aggregate principal amount of the Class A Certificates and the aggregate
principal amount of Class B Certificates, respectively, set forth opposite such
Manager's name on Schedule I hereto. 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 commissions) 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 commissions) of the principal
amount thereof.
Delivery of and payment for the Certificates shall be made at the offices
of the Lead Manager 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.
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3. Offering by Managers.
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(a) The Bank understands that the Managers 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
Act.
(b) Each Manager may provide to prospective investors the Series Term
Sheet dated November 12, 1996 relating to the Certificates (the "Series Term
-----------
Sheet") prepared by the Bank and attached hereto as Exhibit A, subject to the
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following conditions:
(i) Such Manager shall have complied with the requirements of the
letter, dated November 8, 1996, of the Bank with respect to such Series Term
Sheet, a copy of which has been acknowledged by each Manager.
(ii) Each Manager, severally, represents and warrants to the Bank that
(a) it has not and will not provide to prospective investors any Series Term
Sheet or similar written summary description of the Certificates and the
Receivables other than the Offering Circular with respect to the offering of the
Certificates unless it has obtained the prior written consent of the Bank to
such usage and (b) other than the Series Term Sheet and the Offering Circular,
it has not and will not provide to prospective investors any written summary
description of the Certificates and the Receivables with respect to the offering
of the Certificates, except that the Managers may cause customary notices or
messages to be displayed or disseminated through electronic messaging or
information services, and the Managers may have delivered internally-generated
summary descriptions of the Certificates and the Receivables to prospective
investors, provided that each Manager severally agrees to indemnify and hold
harmless the Bank for any losses, claims, damages and liabilities to which the
Bank may become subject as a direct result of the display or dissemination of
such notices or messages by such Manager or as a direct result of the delivery
of such internally-generated summary descriptions by such Manager.
4. Certain Agreements of the Bank. The Bank covenants and agrees with the
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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 Base 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 November 14, 1996 and
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will be made available to the Managers prior to the Closing Date in such
quantities as they may reasonably request.
(b) For the period from the date of this Agreement until the
retirement of the Certificates, the Bank will deliver to the Managers 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
Lead Manager) 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 Lead Manager 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 Lead Manager, 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 Lead Manager) and (ii)
the date (as determined by the Lead Manager) 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 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
Lead Manager and will prepare and furnish to the Lead Manager, subject to prior
review by the Lead Manager 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 Lead Manager 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 of the Offering Circular
Supplement 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
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similar to the Certificates (other than Series 1996-8) without the prior written
consent of the Lead Manager.
(h) The Bank will use its reasonable efforts to obtain the listing of
the Certificates on the Luxembourg Stock Exchange (the "Stock Exchange") on or
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about the Closing Date and use its reasonable efforts to cause such listing to
be continued so long as any Certificate remains outstanding.
(i) The Bank will cause the Certificates to be prepared in temporary
global form, permanent global form and, to the extent required pursuant to the
Pooling and Servicing Agreement, in definitive bearer form, with coupons
attached thereto, and will take all appropriate action to permit the exchange of
interests in such temporary global certificate for interests in such permanent
global certificates or, if necessary, for such certificates in definitive form,
at the times and in the manner set forth in the Pooling and Servicing Agreement.
If necessary, the Bank will take all appropriate action to permit the exchange
of interests in the permanent global certificate for such definitive offered
certificates, at the times 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 the
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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 Simpson Thacher &
Bartlett, in its capacity as counsel to the Managers, but not in excess of
U.S.$50,000, (v) the printing and delivery to the Managers of copies of the
Series Term Sheet and 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
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Stock Exchange and (viii) the fees and expenses of the Trustee and its counsel.
6. Conditions of the Obligations of the Managers. The obligations of the
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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 Spread Account Agreement and the
Pooling and Servicing Agreement (collectively, referred to in this
subsection (c) as the "Agreements"), the Cer tificates and the CIA
----------
Certificates and had at all times, and now has, the power, authority
and legal right to acquire, own and transfer the Receivables;
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(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 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, the Certificates or the CIA
Certificates;
(iii) The Certificates and the CIA Certificates have
been duly authorized, executed and delivered by the Bank and, when
duly authenticated by the Trustee in accor dance with the terms of the
Pooling and Servicing Agreement and, with respect to the Certificates,
delivered to and paid for by the Managers in accordance with the terms
of this Agreement, or, with respect to the CIA Certificates, delivered
to and paid for by the purchasers thereof as provided in the CIA
Purchase 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 this Agreement will not be,
required to register under the 1940 Act;
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(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, the Certificates or the CIA Certificates, or (B) the
issuance or sale of the Certificates or the CIA Certificates, except
the filing of Uniform Commercial Code financing statements with
respect to the Receivables and the approval of the Office of the
State Bank 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 or the
CIA 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, the Certificates or the CIA Certificates, (C) seek to
prevent the issuance, sale or delivery of the Certificates or the CIA
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;
12
<PAGE>
(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 his attention
that cause him to believe that the Offering Circular (except for the
financial statements, financial schedules and other financial data
included therein, as to which such counsel expresses no view),
contains any untrue statement of a material fact or omits 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 LLP, 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
-----------------
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 LLP, 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 pur poses.
(f) You shall have received from Skadden, Arps, Slate,
Meagher & Flom LLP, 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
Spread Account Agreement (collectively referred to in this subsection
(f) as the "Agreements") constitutes the valid and binding obligation
----------
of the Bank, enforceable against the Bank in accor dance with its
terms, except (x) to the extent
13
<PAGE>
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 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 and the CIA Certificates, when
executed and authenticated in accordance with the terms of the Pooling
and Servicing Agreement and delivered to and paid for, with respect to
the Certificates, by the Managers pursuant to this Agreement, or, with
respect to the CIA Certificates, by the purchasers thereof pursuant to
the CIA Purchase 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;
14
<PAGE>
(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 CIA 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
(viii) The statements in the Offering Circular under the
headings "Certain Legal Aspects of the Receivables" and "Certain U.S.
Federal Income Tax Consequences", 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, com pleteness 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
captions "Certain Legal Aspects of the Receiv ables" and "Certain U.S.
Federal Income Tax Consequences" 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
15
<PAGE>
express an opinion or belief with respect to the financial statements,
schedules and other financial information included in such Offering
Circular 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 counsel for 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;
(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 is a banking corporation duly
organized, validly existing and in good standing 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
Pooling and Servicing Agreement;
(iv) the Supplement and the Spread Account Agreement
have been duly authorized, executed and delivered by the Trustee, and
the Pooling and Servicing Agree ment and the Spread Account Agreement
constitute the legal, valid and binding agreements of the Trustee
enforceable against the Trustee in accordance with their respective
terms, except (x) as may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or
affecting the rights of creditors generally (as such laws would apply
in the event of the insolvency, receivership, conservatorship or
reorganization of, or other similar occurrence
16
<PAGE>
with respect to, the Trustee), (y) that the enforceability of the
Pooling and Servicing Agreement and the Spread Account Agreement may
be subject to the application of general principles of equity
(regardless of whether considered or applied in a proceeding in equity
or at law), and (z) that certain remedial provisions of the Pooling
and Servicing Agreement may be unenforceable in whole or in part, but
the inclusion of such provisions does not affect the validity of the
Pooling and Servicing Agreement taken as a whole, and the Pooling and
Servicing Agreement, together with applicable law, contains adequate
provisions for the practical realization of the benefits of the
security provided thereby. Such counsel expresses no opinion as to
the enforceability of any rights to contribution or indemnification
that are violative of public policy underlying any law, rule or
regulation;
(v) the execution and delivery by the Trustee of the
Supplement and the Spread Account Agreement and the performance by the
Trustee of its obligations under the Pooling and Servicing Agreement
and the Spread Account Agreement do not conflict with or result in a
violation of (x) any law or regulation of the United States of America
or the State of Delaware, United States, governing the banking or
trust activities of the Trustee or (y) the amended and restated
articles of association or by-laws of the Trustee; and
(vi) the execution and delivery by the Trustee of the
Supplement and the Spread Account Agreement and the performance by the
Trustee of its obligations under the Pooling and Servicing Agreement
and the Spread Account Agreement do not require any approval,
authorization or other action by, or filing with, any governmental
authority of the United States of America or the State of Delaware,
United States, having jurisdiction over the banking or trust
activities of the Trustee, except such as have been obtained, taken or
made.
(h) You shall have received from Simpson Thacher & Bartlett, special
counsel for the Managers,
17
<PAGE>
such opinion or opinions, dated the Closing Date, in form and substance
satisfactory to the Lead Manager, 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, and you shall have received copies of
letters to such effect dated the Closing Date 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 Bank 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 de Luxembourg, S.A. and The Bank of New
York relating to the Certificates shall have been executed by the parties
thereto.
(m) The CIA Certificates shall have been duly and validly executed and
delivered by the Bank, authenticated by or on behalf of the Trustee in
accordance with the Pooling and Servicing Agreement, delivered to and paid
for by the purchasers thereof as provided in the CIA Purchase Agreement and
validly issued and outstanding.
(n) In the case of the Class A Certificates, concurrently with the
purchase thereof by the Managers, the Class B Certificates shall have been
duly and validly executed and delivered by the Bank, and authenticated by
or on behalf of the Trustee in accordance with the Pooling and Servicing
Agreement; and, in the case of the Class B Certificates, concurrently with
the purchase thereof by the Managers, the Class A Certificates shall have
been duly and validly executed and delivered by the Bank, and
18
<PAGE>
authenticated by or on behalf of the Trustee in accordance with the Pooling
and Servicing Agreement.
(o) 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, certifi cates and documents as any of
them may reasonably re quest.
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 United States Securities Exchange
Act of 1934, as amended (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 Series Term Sheet or the
Offering Circular (collectively, the "Offering Documents"), or in any
revision or amendment thereof or supplement thereto, 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
promptly upon demand for any legal or other expenses reasonably incurred by
it in connection with investigating or defending or preparing to defend 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 inclusion therein or any revision or amendment thereof or
supplement thereto. The foregoing indemnification with respect to any
Series Term Sheet 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 con trolling 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
19
<PAGE>
Manager to such person 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.
(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 Documents, or in any revision or
amendment thereof or supplement thereto, 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
inclusion therein or any revision or amendment thereof or supplement
thereto, and agrees to reimburse such indemnified party promptly upon
demand for any legal or other expenses reasonably incurred by them in
connection with investigating or defending or preparing to defend any such
loss, claim, damage or liability or action as such expenses are incurred.
(c) Promptly after receipt by an indem nified party under this Section
7 of notice of the commencement of any action, such indemnified party will,
if a claim in respect thereof is to be made against the indemnifying party
under 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 under this Section 7, except to the extent
that it has been materially prejudiced by such failure, or 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
20
<PAGE>
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 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
21
<PAGE>
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.
(e) The Managers hereby confirm that, and the Bank hereby acknowledges
and agrees that, the only information that the Managers have furnished to
the Bank for inclusion in the preparation of the Offering Circular is in
the following: (i) the fifth paragraph on page S-2 of the Offering
Circular, concerning stabilization and overallotment by the Swiss Bank
Corporation; and (ii) the second and ninth paragraphs and the second
sentence of the third paragraph under the caption "Underwriting" in the
Offering Circular.
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.
22
<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 Lead Manager 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 Lead Manager 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 (w) it has only issued or
passed on and shall only issue or pass on in the United Kingdom any
document received by it 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 1996 or who
is a person to whom the document may otherwise lawfully be issued or passed
on, (x) it has complied and shall comply with all applicable provisions of
the Financial Services Act 1986 of Great Britain with respect to anything
done by it in relation to the Certificates in, from or otherwise involving
the United Kingdom and (y) if that Manager is an authorized person
23
<PAGE>
under the Financial Services Act 1986, it has only promoted and shall only
promote (as that term is defined in Regulation 1.02 of the Financial
Services (Promotion of Unregulated Schemes) Regulations 1991) to any person
in the United Kingdom the scheme described in the Offering Circular if that
person is of a kind described either in Section 76(2) of the Financial
Services Act 1986 or in Regulation 1.04 of the Financial Services
(Promotion of Unregulated Schemes) Regulations 1991.
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 Swiss Bank Corporation, Swiss
Bank House, 1 High Timber Street, London, EC4V 3SB, England, Attention:
Fixed Income Syndicate, or to such other address as the Lead Manager 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: Securitization
Group.
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, provided that the foregoing limitation shall not be
applicable to transfers, deposits or other conveyances to or for the
account of any mutual fund.
14. Successors; Persons Entitled to Benefit of Agreement. This
----------------------------------------------------
Agreement shall inure to the benefit of and be binding upon the Managers,
the Bank and their respective successors. This Agreement and the terms and
24
<PAGE>
provisions hereof are for the sole benefit of only those persons, except
that (a) the respective representations, warranties, indemnities and
agreements of the Bank contained in this Agreement shall also be deemed to
be for the benefit of the person or persons, if any, who control any
Manager within the meaning of the Act and each director, officer, employee
or agent of such Manager, the Trustee and the Bank, as the case may be, and
(b) the representations, warranties, indemnities and agreements of the
Managers contained in this Agreement shall also be deemed to be for the
benefit of directors, officers and employees of the Bank, and the person or
persons, if any, controlling the Bank within the meaning of the Act.
Nothing in this Agreement is intended or shall be construed to give any
person, other than the persons referred to in this Section 14, any legal or
equitable right, remedy or claim under or in respect of this Agreement or
any provision contained herein.
15. Severability of Provisions. Any cove nant, provision, agreement
--------------------------
or term of this Agreement that is prohibited or is held to be void or
unenforce able 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 consti tutes the entire
----------------
agreement and understanding of the parties hereto with respect to the
matters and transac tions contemplated hereby and supersedes all prior
agreements and understandings whatsoever relating to such matters and
transactions.
17. Amendment and Waiver. Neither this Agreement nor any term hereof
--------------------
may be changed, waived, discharged or terminated orally, except by an
instrument in writing signed by the party against whom enforcement of the
change, waiver, discharge or termination is sought. No failure to exercise
and no delay in exercising, on the part of the Managers or the Bank (or
their assignees), any right, remedy, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right, remedy, power
or privilege. The rights, remedies, powers and privileges herein provided
are cumulative and not exhaustive of any rights, remedies, powers and
privileges provided by law.
25
<PAGE>
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.
26
<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/ W. Todd Peterson
-----------------------------
Name: W. Todd Peterson
Title: Vice President
The foregoing Underwriting Agreement
is hereby agreed to as of the date
first above written.
SWISS BANK CORPORATION, LONDON BRANCH,
for itself and as Attorney-in-fact
for the other several Managers named in
Schedule I hereto
By:/s/ Julie Plank
----------------------------
Name: Julie Plank
Title: Associate Director
Debt Capital Markets
By:/s/ Donald H. Lucardi
----------------------------
Name: Donald H. Lucardi
Title: Director
SBC Warburg Inc.
Asset Backed Finance
<PAGE>
Schedule I
----------
<TABLE>
<CAPTION>
Aggregate Principal
Amount of the Class A
Manager Certificates
- ------- ---------------------
<S> <C>
Swiss Bank Corporation, London Branch...... U.S.$363,060,000
Barclays de Zoete Wedd Limited............. U.S.$ 60,000,000
Deutsche Bank AG London.................... U.S.$ 60,000,000
Total................................. U.S.$483,060,000
=====================
Aggregate Principal
Amount of the Class B
Manager Certificates
- ------- ---------------------
Swiss Bank Corporation, London Branch...... U.S.$ 21,825,000
Barclays de Zoete Wedd Limited............. U.S.$ 21,825,000
Total................................. U.S.$ 43,650,000
=====================
</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
Regulation 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 employ ees or agents who are directly
engaged in selling Certif icates 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 (w) it has only issued or passed on and shall only issue or pass
on in the United Kingdom any document received by it in connection with the
issue of the Certificates to a person who is of a kind described in Article
30
<PAGE>
11(3) of the Financial Services Act 1986 (Investment Advertise
ments)(Exemptions) Order 1996 or who is a person to whom the document may
otherwise lawfully be issued or passed on, (x) it has complied and shall
comply with all applicable provisions of the Financial Services Act 1986 of
Great Britain with respect to anything done by it in relation to the
Certificates in, from or otherwise involving the United Kingdom and (y) if
that Manager is an authorized person under the Financial Services Act 1986,
it has only promoted and shall only promote (as that term is defined in
Regulation 1.02 of the Financial Services (Promotion of Unregulated
Schemes) Regulations 1991) to any person in the United Kingdom the scheme
described in the Offering Circular if that person is of a kind described
either in Section 76(2) of the Financial Services Act 1986 or in Regulation
1.04 of the Financial Services (Promotion of Unregulated Schemes)
Regulations 1991.
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,
ap proval 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 appli cable 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.
31
<PAGE>
EXHIBIT 1.2
First USA Credit Card Master Trust
Class A Floating Rate Asset Backed Certificates,
Series 1996-8
Class B Floating Rate Asset Backed Certificates,
Series 1996-8
UNDERWRITING AGREEMENT
----------------------
December 4, 1996
J.P. Morgan Securities Inc.
as Representative of the
Underwriters set forth herein
60 Wall Street
New York, New York 10260-0060
Ladies and Gentlemen:
First USA Bank, a Delaware chartered banking corporation (the "Bank"), has
----
duly authorized the issuance and sale to J.P. Morgan Securities Inc. (the
"Representative"), NationsBanc Capital Markets, Inc. and Salomon Brothers Inc,
- ---------------
as underwriters (each individually, an "Underwriter" and collectively, the
-----------
"Underwriters") of First USA Credit Card Master Trust $400,000,000 aggregate
- -------------
principal amount of Class A Floating Rate Asset Backed Certificates, Series
1996-8 (the "Class A Certificates") and $36,200,000 aggregate principal amount
---------------------
of Class B Floating Rate Asset Backed Certificates, Series 1996-8 (the "Class B
-------
Certificates" and together with the Class A Certificates, the "Certificates").
- ------------ ------------
The Certificates will be issued pursuant to a Pooling and Servicing Agreement,
dated as of September 1, 1992 (the "Master Pooling and Servicing Agreement"), as
--------------------------------------
supplemented by the Series 1996-8 Supplement dated as of December 11, 1996 (the
"Supplement" and together with the Master Pooling and Servicing Agreement, the
----------
"Pooling and Servicing Agreement"), each by and between the Bank, as transferor
- --------------------------------
and servicer, and The Bank of New York (Delaware) (the "Trustee").
-------
Each Certificate will represent an undivided interest in certain assets of
First USA Credit Card Master Trust (the "Trust"). The property of the Trust
-----
will include, among other things, receivables (the "Receivables") arising under
-----------
certain
<PAGE>
MasterCard(R) and VISA(R) revolving credit card accounts (the "Accounts").
--------
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
------------------------------------------------------
represents and warrants to, and agrees with, the Underwriters as follows:
(a) The Bank has filed with the Securities and Exchange Commission
(the "Commission"), on Form S-3, a registration statement, including a form of
----------
prospectus supplement (Registration No. 33-99362) pursuant to Rule 415 under the
Securities Act of 1933, as amended (such act, the "Act"). The Bank may have
---
filed one or more amendments thereto each of which amendments has previously
been furnished to each of the Underwriters. The Bank will also file with the
Commission a prospectus supplement in accordance with Rule 424(b) under the Act.
As filed, the registration statement as amended, the form of prospectus
supplement, and any prospectuses or prospectus supplements filed pursuant to
Rule 424(b) under the Act relating to the Certificates shall, except to the
extent that the Under writers shall agree in writing to a modification, be in
all substantive respects in the form furnished to the Representative prior to
the Execution Time or, to the extent not completed at the Execution Time, shall
contain only such specific additional information and other changes (beyond that
contained in the latest preliminary prospectus supplement which has previously
been furnished to the Underwriters) as the Bank has advised the Underwriters,
prior to the Execution Time, will be included or made therein.
For purposes of this Agreement, "Effective Time" means the date and time as
--------------
of which such registration statement, or the most recent post-effective
amendment thereto, if any, was declared effective by the Commission, and
"Effective Date" means the date of the Effective Time. Such registration
- ---------------
statement, as amended at the Effective Time, and including the exhibits thereto
and any material incorporated by reference therein (including any Computational
Materials, ABS Term Sheets, Structural Term Sheets and Collateral Term Sheets
(as defined in Section 3(b) of this Agreement) filed on Form 8-K), is
hereinafter referred to as the "Registration Statement," and any prospectus
----------------------
supplement (the "Prospectus Supplement") relating to the Certificates, as filed
---------------------
_____________________
. VISA(R) and MasterCard(R) are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
2
<PAGE>
with the Commission pursuant to and in accordance with Rule 424(b) ("Rule
----
424(b)") under the Act is, together with the prospectus filed as part of the
Registration Statement (such prospectus, in the form it appears in the
Registration Statement or in the form most recently revised and filed with the
Commission pursuant to Rule 424(b) being hereinafter referred to as the "Basic
-----
Prospectus"), hereinafter referred to as the "Prospectus". "Execution Time"
- ---------- ---------- --------------
shall mean the date and time that this Agreement is executed and delivered by
the parties hereto.
(b) On the Effective Date and on the date of this Agreement, the
Registration Statement did or will, and, when the Prospectus was first filed and
on the Closing Date, the Prospectus did or will, comply in all material respects
with the applicable requirements of the Act and the rules and regulations of the
Commission (the "Rules and Regulations"); on the Effective Date, the
---------------------
Registration Statement did not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary in
order to make the statements therein not misleading; and on the date of any
filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus did not
or will not include any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided, however,
-------- -------
that the Bank makes no representation or warranty as to the information
contained in or omitted from the Registration Statement or the Prospectus in
reliance upon and in conformity with information furnished in writing to the
Bank by the Underwriters specifically for use in connection with preparation of
the Registration Statement or the Prospectus.
(c) Since the respective dates as of which information is given in the
Registration Statement and the Prospectus, (i) there has not been any material
adverse change, or any development involving a prospective material adverse
change, in or affecting the general affairs, business, management, financial
condition, stockholders' equity, results of operations, regulatory status or
business prospects of the Bank and (ii) the Bank has not entered into any
transaction or agreement (whether or not in the ordinary course of business)
material to the Bank that, in either case, would reasonably be expected to
materially adversely affect the interests of the holders of the Certificates,
otherwise than as set forth or contemplated in the Prospectus.
(d) The Bank is duly organized, validly existing and in good standing
as a banking corporation under the laws of the State of Delaware and is
qualified to transact business in and is in good standing under the laws of each
state in which its activities require such qualification, and has full power,
authority and legal right to own its properties and conduct its
3
<PAGE>
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 Spread Account Agreement dated as of December 11, 1996 by and
among the Bank, as Transferor and Servicer, the Trustee and The Bank of New
York, as initial collateral agent (the "Spread Account Agreement"), the Pooling
and Servicing Agreement, and the Certificates.
(e) This Agreement has been duly authorized and validly executed and
delivered by the Bank.
(f) 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 Prospectus.
(g) The Certificates have been duly and validly authorized by all
required action of the Bank, and when duly and validly executed by the Bank,
authenticated by the Trustee and delivered in accordance with the Pooling and
Servicing Agreement, and delivered to and paid for by the Underwriters 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
Prospectus.
(h) The Spread Account Agreement has been duly authorized, and when
executed and delivered by the Bank and assuming the due authorization, execution
and delivery thereof by the other parties thereto, 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 Spread Account Agreement will have been validly executed by the Bank.
(i) The Receivables delivered on the Closing Date to the Trustee
pursuant to the Pooling and Servicing Agreement
4
<PAGE>
will conform in all material respects with the description thereof contained in
the Prospectus.
(j) 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 Spread Account 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 Agreement, the Spread Account 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 Spread Account Agreement, or the Certificates.
(k) 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 best 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 Spread Account Agreement, the Pooling and
Servicing Agreement, or the Certificates, (ii) assert the invalidity of this
Agreement, the Spread Account 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
Spread Account Agreement, or the Pooling and Servicing Agreement or (iv) seek to
affect adversely the federal income tax or ERISA attributes of the Certificates
described in the Prospectus.
(l) No federal, state or local tax, including intangibles tax or
documentary stamp tax, the non-payment of
5
<PAGE>
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 Spread Account 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 Spread Account Agreement, or the Pooling and
Servicing Agreement have been or will have been paid at or prior to the Closing
Date.
(m) As of the Closing Date, the representations and warranties of the
Bank in the Pooling and Servicing Agreement, with regard to itself as both
transferor and servicer and the Receivables (individually and in the aggregate),
will be true and correct.
(n) 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 Spread Account 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 Bank Commissioner of the State of Delaware.
(o) Ernst & Young LLP who have audited certain financial statements of
the Bank are independent public accountants as required by the Act and the Rules
and Regulations.
(p) As of the close of business on October 31, 1996, the Principal
Receivables transferred to the Trust pursuant to the Pooling and Servicing
Agreement have an aggregate balance determined, 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 outstanding on October 31, 1996, plus (y)
$2,103,400,000 plus (ii) 7% of the sum of (x) plus (y).
(q) 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").
--------
6
<PAGE>
2. Purchase, Sale, Payment and Delivery of Certificates. On the 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
Underwriters, and the Underwriters agree, severally and not jointly, to purchase
from the Bank, on December 11, 1996 or on such other date as shall be mutually
agreed upon by the Bank and the Underwriters (the "Closing Date"), the number
------------
and type of Certificates set forth in Schedule A opposite the name of each such
Underwriter. The Class A Certificates being purchased by the Underwriters
hereunder are to be purchased at a purchase price equal to 99.65% of the
principal amount thereof. The Class B Certificates being purchased by the
Underwriters hereunder are to be purchased at a purchase price equal to 99.60%
of the principal amount thereof.
The closing of the sale of the Certificates (the "Closing") shall be held
-------
at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 919 Third Avenue,
New York, New York 10022, at 10:00 a.m., New York City 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
federal or other immediately available funds to an account to be designated one
business day prior to the Closing Date by the Bank, against delivery of the
Certificates at the Closing on the Closing Date. Each of the Certificates so to
be delivered shall be represented by one or more definitive certificates
registered in the name of Cede & Co., as nominee for The Depository Trust
Company.
3. Offering by Underwriters. (a) It is understood that after the
------------------------
Effective Date the Underwriters propose to offer the Certificates for sale to
the public as set forth in the Prospectus.
(b) Each Underwriter may provide to prospective investors the 1996-8
Term Sheet dated October 16, 1996 relating to the Certificates (the "1996-8 Term
-----------
Sheet") prepared by the Bank and attached hereto as Exhibit A, subject to the
- -----
following conditions:
(i) Such Underwriter shall have complied with the requirements of the
no-action letter, dated May 20, 1994, issued by the Commission to Kidder,
Peabody Acceptance Corporation I, Kidder, Peabody & Co. Incorporated and Kidder
Structured Asset Corporation, as made applicable to other issuers and
underwriters by the Commission in the response to the request of the Public
Securities Association, dated May 24, 1994 (collectively, the "Kidder/PSA
----------
Letter"), the requirements of the no-action letter, dated February 17, 1995,
issued by the Commission to the Public Securities Association (the "PSA Letter")
----------
and the requirements of the no-action letter, dated
7
<PAGE>
April 5, 1996, issued by the Commission to Greenwood Trust Company (the
"Greenwood Letter" and together with the Kidder/PSA Letter and the PSA Letter,
- -----------------
the "No-Action Letters").
-----------------
(ii) Each Underwriter, severally, represents and warrants to the Bank
that (a) it has not and will not use any information that constitutes
"Computational Materials" with respect to the offering of the Certificates
unless it has obtained the prior written consent of the Bank to such usage and
(b) other than the 1996-8 Term Sheet, it has not and will not use any
information that constitutes "Series Term Sheets," "ABS Term Sheets," Structural
Term Sheets," or "Collateral Term Sheets" with respect to the offering of the
Certificates. For purposes hereof, "Series Term Sheet" shall have the meaning
-----------------
given such term in the Greenwood Letter and "Computational Materials" shall have
-----------------------
the meaning given such term in the No-Action Letters. For purposes hereof, "ABS
---
Term Sheets," "Structural Term Sheets" and "Collateral Term Sheets" shall have
- ----------- ---------------------- ----------------------
the meanings given such terms in the PSA Letter.
4. Certain Agreements of the Bank. The Bank covenants and agrees with the
------------------------------
several Underwriters as follows:
(a) Immediately following the execution of this Agreement, the Bank
will prepare a Prospectus Supplement setting forth the amount of Certificates
covered thereby and the terms thereof not otherwise specified in the Basic
Prospectus, the price at which such Certificates are to be purchased by the
Underwriters, the initial public offering price, the selling concessions and
allowances, and such other information as the Bank deems appropriate. The Bank
will transmit the Prospectus including such Prospectus Supplement to the
Commission pursuant to Rule 424(b) by a means reasonably calculated to result in
filing that complies with all applicable provisions of Rule 424(b). The Bank
will advise the Representative promptly of any such filing pursuant to Rule
424(b).
(b) The Bank will advise the Representative promptly of any proposal
to amend or supplement the Registration Statement or the Prospectus and will not
effect such amendment or supplement without the consent of the Representative,
which consent will not unreasonably be withheld; the Bank will also advise the
Representative promptly of any request by the Commission for any amendment of or
supplement to the Registration Statement or the Prospectus or for any additional
information; and the Bank will also advise the Representative promptly of any
amendment or supplement to the Registration Statement or the Prospectus and of
the issuance by the Commission of any stop order suspending the effectiveness of
the Registration Statement or the institution or threat of any proceeding for
that purpose and the Bank will use its best efforts to prevent the issuance of
any
8
<PAGE>
such stop order and to obtain as soon as possible the lifting of any issued stop
order.
(c) If, at any time when a prospectus relating to the Certificates is
required to be delivered under the Act, any event occurs as a result of which
the Prospectus as then amended or supplemented would include an untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or if it is necessary at any time to amend or supplement
the Prospectus to comply with the Act, the Bank promptly will advise the
Representative thereof and will prepare and file, or cause to be prepared and
filed, with the Commission an amendment or supplement which will correct such
statement or omission, or an amendment or supplement which will effect such
compliance. Any such filing shall not operate as a waiver or limitation on any
condition or right of the Underwriters hereunder.
(d) As soon as practicable, but not later than sixteen months after
the original effective date of the Registration Statement, the Bank will cause
the Trust to make generally available to Certificateholders an earnings
statement (or statements) of the Trust covering a period of at least twelve
months beginning after the effective date of the Registration Statement which
will satisfy the provisions of Section 11(a) of the Act and Rule 158 promulgated
thereunder.
(e) The Bank will furnish to the Underwriters copies of the
Registration Statement (one of which will be signed and will include all
exhibits), each related preliminary prospectus or prospectus supplement, the
Prospectus and all amendments and supplements to such documents, in each case as
soon as available and in such quantities as the Underwriters request.
(f) The Bank will promptly, from time to time, take such action as any
Underwriter may reasonably request to qualify the Certificates for offering and
sale under the securities laws of such jurisdictions as such Underwriter may
request and to comply with such laws so as to permit the continuance of sales
and dealings therein in such jurisdictions for as long as may be necessary to
complete the distribution of the Certificates, provided that in connection
therewith the Bank shall not be required to qualify as a foreign corporation or
dealer in securities or to file a general consent to service of process in any
jurisdiction.
(g) For a period from the date of this Agreement until the retirement
of the Certificates, the Bank will deliver to the Representative the annual
statements of compliance and the annual independent certified public
accountants' reports
9
<PAGE>
furnished to the Trustee pursuant to the Pooling and Servicing Agreement, as
soon as such statements and reports are furnished to the Trustee.
(h) So long as any of the Certificates are outstanding, the Bank will
furnish to the Representative (i) as soon as practicable after the end of the
fiscal year all documents required to be distributed to Certificateholders or
filed with the Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or any order of the Commission thereunder and (ii)
------------
from time to time, any other information concerning the Bank filed with any
government or regulatory authority which is otherwise publicly available, as the
Representative reasonably requests.
(i) 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 best efforts to furnish
such documents and take any such other actions.
(j) The Bank will file with the Commission a report on Form 8-K with
respect to the 1996-8 Term Sheet and a report on Form 8-K setting forth all
Computational Materials described in Section 3 hereof provided to the Bank by
any of the Underwriters and identified by such Underwriter as such within the
time period allotted for such filing pursuant to the No-Action Letters.
5. Payment of Expenses. The Bank will pay all expenses incident to the
-------------------
performance of its obligations under this Agreement, including (i) the printing
of the 1996-8 Term Sheet and any Computational Materials described in Section 3
hereof, (ii) the printing of the Prospectus and of each amendment or supplement
thereto, (iii) the preparation of this Agreement, the Spread Account Agreement,
and the Pooling and Servicing Agreement, (iv) the preparation, issuance and
delivery of the Certificates to the Underwriters, (v) the fees and disbursements
of the Bank's counsel and accountants, (vi) the qualification of the
Certificates under securities laws in accordance with the provisions of Section
4(f) hereof, including filing fees and the fees and disbursements of counsel for
the Underwriters and in connection with the preparation of any blue sky and
legal investment survey, (vii) the printing and delivery to the Underwriters of
copies of the 1996-8 Term Sheet and any Computational Materials described in
Section 3 hereof, (viii) the printing and delivery to the Underwriters of copies
of the Prospectus and of each amendment or supplement thereto, (ix) the printing
and delivery to the Underwriters of copies of any blue sky or legal investment
survey prepared in connection with the Certificates, (x) any fees charged by
rating agencies for the
10
<PAGE>
rating of the Certificates, (xi) the fees and expenses, if any, incurred with
respect to any filing with the National Association of Securities Dealers, Inc.
and (xii) the fees and expenses of the Trustee and its counsel. The
Underwriters have agreed to reimburse the Bank for expenses not to exceed
$118,100 incurred by the Bank in connection with the issuance and distribution
of the Certificates.
6. Conditions of the Obligations of the Underwriters. The obligations of
-------------------------------------------------
the several Underwriters to purchase and pay for the Certificates will be
subject to the accuracy of the representations and warranties on the part of the
Bank herein, to the accuracy of the statements of officers of the Bank made
pursuant to the provisions hereof, to the performance by the Bank of its
obligations hereunder and to the following additional conditions precedent:
(a) The Prospectus and any supplements thereto shall have been filed
(if required) with the Commission in accordance with the rules and regulations
under the Act and Section 1 hereof, and prior to the Closing Date, no stop order
suspending the effectiveness of the Registration Statement shall have been
issued and no proceedings for that purpose shall have been instituted or, to
the knowledge of the Bank, shall be contemplated by the Commission or by any
authority administering any state securities or blue sky law.
(b) On or prior to the date of the Prospectus and on or prior to the
Closing Date, the Underwriters shall have received a letter or letters, dated as
of the date of the Prospectus and as of the Closing Date, respectively, of Ernst
& Young LLP, Certified Public Accountants, substantially in the form of the
drafts to which the Representative has previously agreed and otherwise in form
and substance satisfactory to the Representative and its counsel.
(c) Subsequent to the execution and delivery of this Agreement, there
shall not have occurred (i) any change, or any development involving a
prospective change, in or affecting particularly the business or properties of
the Trust, or the Bank which, in the judgment of the Representative, materially
impairs the investment quality of the Certificates or makes it impractical or
inadvisable to market the Certificates; (ii) any suspension or limitation on
trading in securities generally on the New York Stock Exchange or the National
Association of Securities Dealers National Market system, or any setting of
minimum prices for trading on such exchange or market system; (iii) any
suspension of trading of any securities of First USA, Inc. on any exchange or in
the over-the-counter market which materially impairs the investment quality of
the Certificates or makes it impractical or inadvisable to market the
Certificates; (iv) any banking moratorium declared by Federal, Delaware or New
11
<PAGE>
York authorities; or (v) any outbreak or escalation of major hostilities or
armed conflict, any declaration of war by Congress, or any other substantial
national or international calamity or emergency if, in the judgment of the
Representative, the effect of any such outbreak, escalation, declaration,
calamity, or emergency makes it impractical or inadvisable to proceed with
completion of the sale of and payment for the Certificates.
(d) At the Closing Date, the Bank shall have furnished to the
Representative certificates of a vice president or more senior 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 the Representative may reasonably request.
(e) David L. Nelson, counsel for the Bank, shall have furnished to the
Representative his written opinion, ad dressed to the Representative and dated
the Closing Date, in form and substance satisfactory to the Representative and
its 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 with full power and authority (corporate and other) to own
its proper ties and conduct its business, as presently owned and
conducted by it, and to enter into and perform its obligations under
this Agreement, the Spread Account 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, 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 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
enforce ability 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;
12
<PAGE>
(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 Underwriters 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 such as have been obtained under
the Act and as may be required under state securities
or blue sky laws in connection with the purchase and
distribution of the Certificates by the Underwriters
and the filing of Uniform Commercial Code financing
statements with respect to the Receivables and the
approval of the Office of the State Bank Commissioner
of the State of Delaware;
(vii) To the best knowledge of such counsel,
neither the execution and
13
<PAGE>
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
federal income tax or ERISA attributes of the Certificates de scribed
in the Prospectus;
(ix) The Registration Statement and the Prospectus
(except for the financial statements, financial schedules and other
financial and operating data included therein, as to which such
counsel expresses no view) comply as to form with the Act and the
Rules and Regulations;
(x) The Registration Statement has become effective
under the Act, and the Prospectus Supplement will be filed with the
Commission pursuant to Rule 424(b) there under; and
(xi) 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
Registra-
14
<PAGE>
tion Statement and Prospectus. 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 Prospectus (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 to
state a material fact required to be stated therein or necessary in
order to make the statements therein not misleading.
(f) The Representative shall have received a letter of Skadden, Arps,
Slate, Meagher & Flom LLP, special counsel for the Bank, to the effect that the
Representative 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") 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.
(g) The Representative shall have received an opinion of Skadden,
Arps, Slate, Meagher & Flom LLP, special counsel to the Bank, addressed to the
Representative, dated the Closing Date and satisfactory in form and substance to
the Representative and its counsel, to the effect that the Certificates will be
treated as indebtedness for Federal income tax purposes and for Delaware income
tax purposes.
(h) The Representative shall have received from Skadden, Arps, Slate,
Meagher & Flom LLP, counsel for the Underwriters, such opinion or opinions,
dated the Closing Date, substantially to the effect that:
(i) Each of the Pooling and Servicing Agreement and the
Spread Account Agreement (collectively referred to in this subsection
(h) as the "Agreements") constitutes 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
15
<PAGE>
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 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 Underwriters 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;
16
<PAGE>
(vi) The Certificates, the Agreements and this
Agreement conform in all material respects to the
descriptions thereof contained in the Prospectus;
(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;
(viii) The statements in the Prospectus 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; and
(ix) Each of the Registration Statement, as of
its effective date, and the Prospectus, as of its date,
appeared on its face to be appropriately responsive in all
material respects to the requirements of the Act and the
General Rules and Regulations under the Act, except that in
each case such counsel expresses no opinion as to the
financial data included therein or excluded therefrom or the
exhibits to the Registration Statement, and such counsel
does not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the
Registration Statement and the Prospectus.
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
Underwriters at which the contents of the Prospectus and related matters were
discussed and, although such counsel need not pass upon, and need not assume any
responsibility for, the accuracy, com pleteness or fairness of the statements
contained in the Prospectus 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 Prospectus, as of
its date, contained an untrue statement of a material fact or omitted to
17
<PAGE>
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.
(i) McGuire Woods Battle & Boothe, L.L.P., counsel for The Bank of New
York, a New York banking corporation ("BONY"), in connection with the Agency
----
Agreement dated as of December 4, 1995 between BONY and the Trustee (the
"Agency Agreement"), and counsel for the Trustee, shall have furnished to the
----------------
Representative their written opinion, addressed to the Representative and dated
the Closing Date, in form and substance satisfactory to the Representative and
its counsel, substantially to the effect that:
(i) BONY is a banking corporation duly organized,
validly existing and in good standing under the laws of the
State of New York and has the corporate power and authority
to execute, deliver and perform its obligations under the
Agency Agreement;
(ii) the Certificates have been duly authenticated
by BONY pursuant to the Agency Agreement and in accordance
with the Pooling and Servicing Agreement;
(iii) the Trustee is a banking corporation duly
organized, validly existing and in good standing under the
laws of the State of Delaware and has the corporate power
and authority to execute, deliver and perform its
obligations under the Pooling and Servicing Agreement and
the Spread Account Agreement;
(iv) the Supplement and the Spread Account
Agreement have been duly authorized, executed and delivered
by the Trustee, and the Pooling and Servicing Agreement and
the Spread Account Agreement constitute the legal, valid and
binding agreements of the Trustee enforceable against the
Trustee in accordance with their respective terms, except
(x) as may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to
or affecting the rights of creditors generally
18
<PAGE>
(as such laws would apply in the event of the insolvency,
receivership, conservatorship or reorganization of, or other
similar occurrence with respect to, the Trustee), (y) that
the enforceability of the Pooling and Servicing Agreement
and the Spread Account Agreement may be subject to the
application of general principles of equity (regardless of
whether considered or applied in a proceeding in equity or
at law), and (z) that certain remedial provisions of the
Pooling and Servicing Agreement may be unenforceable in
whole or in part, but the inclusion of such provisions does
not affect the validity of the Pooling and Servicing
Agreement taken as a whole, and the Pooling and Servicing
Agreement, together with applicable law, contains adequate
provisions for the practical realization of the benefits of
the security provided thereby. Such counsel expresses no
opinion as to the enforceability of any rights to
contribution or indemnification that are violative of public
policy underlying any law, rule or regulation;
(v) the execution and delivery by the Trustee of
the Supplement and the Spread Account Agreement and the
performance by the Trustee of its obligations under the
Pooling and Servicing Agreement and the Spread Account
Agreement do not conflict with or result in a violation of
(x) any law or regulation of the United States of America or
the State of Delaware governing the banking or trust
activities of the Trustee or (y) the amended and restated
articles of association or by-laws of the Trustee; and
(vi) the execution and delivery by the Trustee of
the Supplement and the Spread Account Agreement and the
performance by the Trustee of its obligations under the
Pooling and Servicing Agreement and the Spread Account
Agreement do not require any approval, authorization or
other action by, or filing with, any governmental authority
of the United States of America or the State of Delaware
having jurisdiction over the banking or trust activities of
the Trustee, except such as have been obtained, taken or
made.
19
<PAGE>
(j) The Representative shall have received evidence satisfactory to
the Representative and its 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 and such other jurisdictions as counsel to the Bank deems
appropriate to reflect the interest of the Trustee in the Receivables.
(k) 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 at least "A" by Standard & Poor's and rated at least "A2" by Moody's
Investors Service, Inc. on the Closing Date, and letters to such effect dated
the Closing Date shall have been received from each Rating Agency.
(l) The Representative shall have received evidence satisfactory to
the Representative that, on or before the Closing Date, the Bank shall have
received the approval of the Office of the State Bank Commissioner of the State
of Delaware to the trans action.
(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 the Representative and its counsel, and the Representative
and its 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
Underwriter and each person, if any, who controls any Underwriter 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 Registration
Statement, the Prospectus, or in any revision or amendment thereof or supplement
thereto or any related preliminary prospectus, or arise out of or are based upon
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party for any legal or other
20
<PAGE>
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 Underwriter specifically for use
therein or any revision or amendment thereof or supplement thereto. The
foregoing indemnification with respect to any untrue statement or omission in
any preliminary prospectus or prospectus supplement shall not inure to the
benefit of any Underwriter from whom the person asserting any such losses,
claims, damages or liabilities purchased Certificates, or any person controlling
such Underwriter, if a copy of the Prospectus (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 Underwriter 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 Prospectus (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 such
Underwriter in writing such defect prior to the delivery of such written
confirmation by such Underwriter to such person.
(b) Each Underwriter severally and not jointly agrees to indemnify and
hold harmless the Bank, its directors, each of the Bank's officers who signed
the Registration Statement 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 Registration
Statement, the Prospectus, or in any revision or amendment thereof or supplement
thereto or any related preliminary prospectus or prospectus 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
21
<PAGE>
Bank by such Underwriter 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 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 rea
sonable 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 rela-
22
<PAGE>
tive benefits received by the Bank on the one hand and the respective
Underwriter 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 Underwriter on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities as well as any other relevant equitable considerations. The relative
benefits received by the Bank on the one hand and the respective Underwriter 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 underwriting discounts and commissions received by such Underwriter. 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 Underwriter 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 Underwriter shall not be required to
contribute any amount in excess of the underwriting discount or commission
applicable to the Certificates purchased by it hereunder. The Bank and the
Underwriters agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such purpose) 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 Underwriters agree that the respective
--------
representations, warranties and agreements made by them herein and in any
certificate or other instrument delivered pursuant hereto shall
23
<PAGE>
be deemed to be relied upon, in the case of the Bank, by each Underwriter and,
in the case of the Underwriters, by the Bank, notwithstanding any investigation
heretofore or hereafter made by or on behalf of the Bank or the Underwriters,
and that the respective representations, warranties and agreements (including
without limitation the indemnity and contribution agreement) made by the Bank
and the Underwriters herein or in any such certificate or other instrument shall
survive the delivery of and payment for the Certificates.
9. Termination. This Agreement may be terminated in the sole
-----------
discretion of the Underwriters 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 Section 9 shall be without liability of any party to
any other party except as provided in Sections 5 and 7 hereof.
10. Default by One or More of the Underwriters. If one or more of
------------------------------------------
the Underwriters shall fail on the Closing Date to purchase the Certificates
which it or they are obligated to purchase under this Agreement (the "Defaulted
---------
Securities"), the lead Underwriter shall have the right, within 24 hours
- ----------
thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, the Representative shall not have completed
such arrangements within such 24-hour period, then:
(a) if the aggregate amount of Defaulted Securities does not exceed
10% of the aggregate principal amount of the applicable class of
Certificates, each of the non-defaulting Underwriters of such class of
Certificates shall be obligated to purchase the full amount thereof in
the proportions that their respective underwriting obligations
hereunder with respect to such class of Certificates bear to the
underwriting obligations of all non-defaulting Underwriters of such
class of Certificates, or
(b) if the aggregate amount of Defaulted Securities exceeds 10% of the
aggregate principal amount of the applicable class of Certificates,
this Agree-
24
<PAGE>
ment shall terminate without liability on the part of any non-
defaulting Underwriter.
No action taken pursuant to this section shall relieve any defaulting
Underwriter from liability in respect of its default.
In the event of any such default which does not result in a
termination of this Agreement, either the Representative or the Bank shall have
the right to postpone the Closing Date for a period not exceeding seven days in
order to effect any required changes in the Registration Statement or Prospectus
or in any other documents or arrangements.
11. Representation of the Underwriters. Each of the Underwriters
----------------------------------
represents and warrants to, and agrees with, the Bank that (w) it has only
issued or passed on and shall only issue or pass on in the United Kingdom any
document received by it 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 1996 or who is a person to
whom the document may otherwise lawfully be issued or passed on, (x) it has
complied and shall comply with all applicable provisions of the Financial
Services Act 1986 of Great Britain with respect to anything done by it in
relation to the Certificates in, from or otherwise involving the United Kingdom
and (y) if that Underwriter is an authorized person under the Financial Services
Act 1986, it has only promoted and shall only promote (as that term is defined
in Regulation 1.02 of the Financial Services (Promotion of Unregulated Schemes)
Regulations 1991) to any person in the United Kingdom the scheme described in
the Prospectus if that person is of a kind described either in Section 76(2) of
the Financial Services Act 1986 or in Regulation 1.04 of the Financial Services
(Promotion of Unregulated Schemes) Regulations 1991.
12. 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
Underwriters, addressed to J.P. Morgan Securities Inc., 60 Wall Street, New
York, New York, 10260-0060, Attention: ABS Trading/Syndicate, or to such other
address as the Underwriters may designate in writing to the Bank or (b)
25
<PAGE>
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:
Securitization Group.
13. Secondary Trusts. Each Underwriter, severally, represents that
----------------
it will not, at any time that such Underwriter is acting as an "underwriter" (as
defined in Section 2(11) of the Act) 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.
15. Severability of Provisions. Any covenant, provision, agreement
--------------------------
or term of this Agreement that is prohibited or is held to be void or unenforce
able 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
26
<PAGE>
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 WITHOUT REGARD
TO THE CONFLICT OF LAW PROVISIONS THEREOF.
27
<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/ W. Todd Peterson
------------------------
Name: W. Todd Peterson
Title: Vice President
The foregoing Underwriting Agreement
is hereby agreed to as of the date
first above written.
J.P. MORGAN SECURITIES INC.,
for itself and as Representative
of the several Underwriters named
in Schedule A hereto
By:/s/ Oldrich Masek, III
---------------------------
Name: Oldrich Masek, III
Title: Vice President
28
<PAGE>
SCHEDULE A
<TABLE>
<CAPTION>
Aggregate Principal
Amount of the Class A
Underwriter Certificates
- ----------- ------------
<S> <C>
J.P. Morgan Securities Inc........ $134,000,000
NationsBanc Capital Markets, Inc.. $133,000,000
Salomon Brothers Inc ............. $133,000,000
Total................... $400,000,000
<CAPTION>
Aggregate Principal
Amount of the Class B
Underwriter Certificates
- ----------- ------------
<S> <C>
J.P. Morgan Securities Inc. . . . . $12,068,000
NationsBanc Capital Markets, Inc. . $12,066,000
Salomon Brothers Inc . . . . . . .. $12,066,000
Total. . . . . . . . . .. $36,200,000
</TABLE>
29
<PAGE>
EXHIBIT 99.1
________________________________________________________________________________
FIRST USA BANK
Transferor and Servicer
and
THE BANK OF NEW YORK (DELAWARE)
on behalf of the Certificateholders
_____________________________
SERIES 1996-7 SUPPLEMENT
Dated as of December 11, 1996
to
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1992, as amended
_____________________________
$582,000,000
FIRST USA CREDIT CARD MASTER TRUST
Series 1996-7
________________________________________________________________________________
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
SECTION 1 Designation.................... 1
SECTION 2 Definitions.................... 2
SECTION 3. Reassignment and
Transfer Terms................. 29
SECTION 4. Delivery and Payment
for the Series 1996-7
Certificates................... 30
SECTION 5. Form of Delivery of
Series 1996-7 Certificates..... 30
SECTION 6. Article IV of Agreement........ 30
Article IV Rights of Certificate
holders and Allocation
and Application of
Collections.................... 32
Section 4.04 Rights of Certificate
holders........................ 32
Section 4.05 Collections and Allocation..... 33
Section 4.06 Determination of
Monthly Interest for
the Series 1996-7 Certificates. 38
Section 4.07 Determination of
Monthly Principal.............. 41
Section 4.08 Coverage of Required
Amount for the
Investor Certificates.......... 42
Section 4.09 Monthly Payments............... 43
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Section 4.10 Payment of Certificate
Interest.......................... 49
Section 4.11 [Reserved]........................ 50
Section 4.12 Investor Charge-Offs.............. 50
Section 4.13 Excess Finance Charge
Collections for the
Series 1996-7 Certificates........ 52
Section 4.14 Reallocated Principal
Collections for the
Series 1996-7 Certificates........ 54
Section 4.15 Determination of LIBOR............ 56
Section 4.16 Principal Funding Account......... 58
Section 4.17 Reserve Account................... 59
SECTION 7. Article V of the
Agreement......................... 62
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......................... 67
Article VI The Certificates.................. 67
Section 6.15 Global Certificates............... 67
</TABLE>
ii
<PAGE>
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Section 6.16 Exchange of Temporary
Global Certificates
for Permanent Global
Certificates..................... 68
Section 6.17 Exchange of Permanent
Global Certificates
for Bearer Certificates.......... 70
Section 6.18 Monthly Payment Coupons.......... 72
SECTION 9. Series 1996-7 Pay Out
Events........................... 72
SECTION 10. Series 1996-7 Termination........ 75
SECTION 11. Periodic Finance
Charges and Other Fees........... 75
SECTION 12. Transfers of CIA Cer-
tificates; Legends............... 76
SECTION 13. Compliance with
Withholding Requirements......... 80
SECTION 14. Tax Characterization
of the CIA Certificates.......... 81
SECTION 15. Amendment and Ratifi-
cation of Agreement.............. 81
SECTION 16. Counterparts..................... 81
SECTION 17. GOVERNING LAW.................... 82
SECTION 18. Additional Representa-
tions and Warranties
of the Servicer.................. 82
</TABLE>
iii
<PAGE>
EXHIBITS
EXHIBIT A-1 Form of Class A Temporary Global Certificate
EXHIBIT A-2 Form of Class A Permanent Global Certificate
EXHIBIT A-3 Form of Class A Bearer Certificate
EXHIBIT B-1 Form of Class B Temporary Global Certificate
EXHIBIT B-2 Form of Class B Permanent Global Certificate
EXHIBIT B-3 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
EXHIBIT H Form of Transferee Representation Letter
iv
<PAGE>
SERIES 1996-7 SUPPLEMENT, dated as of December 11, 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 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 1996-7 (the "Series 1996-7
-------------
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. The Series 1996-7 Certificates shall not be
subordinated to any other Series.
SECTION 1. Designation. 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 1996-7 Certificates." The Series
--------------------------
1996-7 Certificates shall be issued in three Classes, which shall be designated
generally as the Class A Floating Rate Asset Backed Certificates, Series 1996-7
(the "Class A Certificates"), the Class B Floating Rate Asset Backed
--------------------
Certificates, Series 1996-7 (the "Class B Certificates") and the CIA
--------------------
Certificates, Series 1996-7 (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.
1
<PAGE>
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
1996-7 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
January 31, 1999, 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 1996-7
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 1996-7) 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 Monthly Period during the Accumulation
Period, the excess, if any, of the Controlled Deposit Amount for the previous
Monthly Period over the amount deposited into the Princi-
2
<PAGE>
pal Funding Account pursuant to subsections 4.09(e)(i), 4.09(e)(ii) and
4.09(e)(iii) of the Agreement with respect to the Series 1996-7 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 1996-7
-------------------
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
1996-7 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, and (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, 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.
3
<PAGE>
"Available Reserve Account Amount" shall mean, with respect to any
--------------------------------
Transfer Date, the lesser of (a) the amount on deposit in the Reserve
Account as of such date (before giving effect to any deposit or withdrawal made
or to be made pursuant to 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.
"Bearer Certificates" shall have the meaning specified in subsection
-------------------
6.17 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
London, England, trading in Dollar deposits in the London interbank market, or
banking institutions in New York, New York, or in New-
4
<PAGE>
ark, Delaware, 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 January 13, 1997 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 Account Percentage" shall mean, with respect to any Determination
----------------------
Date, the percentage equivalent of a fraction, the numerator of which is the
aggregate amount deposited in the Principal Funding Account on prior Transfer
Dates pursuant to subsection 4.09(e)(iii) and the denominator of which is the
aggregate amount on deposit in the Principal Funding Account as of the last day
of the preceding Monthly Period.
"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 Available Funds" shall mean, with respect to any Monthly
-------------------
Period, an amount equal to the sum of (a) the CIA Floating Allocation Percentage
of the Collections of Finance Charge Receivables in respect of such Monthly
Period and (b) with respect to any Monthly Period during the Accumulation Period
prior to the payment in full of the CIA Invested Amount, the product of (i) the
CIA Account Percentage and (ii) the sum of the Principal Funding Investment
Proceeds pursuant to subsection 4.16(b) of the Agreement, if any, with respect
to the related Transfer Date and 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), 4.17(d), 4.17(e) and
4.17(f) of the Agreement.
"CIA Certificateholder" shall mean the Person in whose name a CIA
---------------------
Certificate is registered in the Certificate Register.
5
<PAGE>
"CIA Certificateholders' Interest" shall mean the portion of the
--------------------------------
Series 1996-7 Certificateholders' Interest evidenced by the CIA Certificates.
"CIA Certificate Rate" shall mean a per annum rate of 1.00% in excess
--------------------
of LIBOR, as determined on the related LIBOR Determination Date or such
lesser rate as may be designated in the Spread Account Agreement.
"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.
"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
6
<PAGE>
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 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 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 $55,290,000.
"CIA Interest Shortfall" shall have the meaning specified in
----------------------
subsection 4.06(c) of the Agreement.
7
<PAGE>
"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 Certificate holders
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 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.
8
<PAGE>
"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 $47,716.
"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 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 February 2000 Distribution
--------------------------
Date.
"Class A Account Percentage" shall mean, with respect to any
--------------------------
Determination Date, the percentage equivalent of a fraction, the numerator of
which is the aggregate amount deposited in the Principal Funding Account on
prior Transfer Dates pursuant to subsection 4.09(e)(i) and the denominator of
which is the aggregate amount on deposit in the Principal Funding Account as of
the last day of the preceding Monthly Period.
"Class A Adjusted Invested Amount" shall mean, with respect to any
--------------------------------
date of determination, an amount not
9
<PAGE>
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 in respect of such
Monthly Period and (b) with respect to any Monthly Period during the
Accumulation Period prior to the payment in full of the Class A Invested Amount,
the product of (i) the Class A Account Percentage and (ii) the sum of the
Principal Funding Investment Proceeds pursuant to subsection 4.16(b) of the
Agreement, if any, with respect to the related Transfer Date and 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), 4.17(d), 4.17(e) and 4.17(f) of the Agreement.
"Class A Bearer Certificates" shall have the meaning specified in
---------------------------
subsection 6.17 of the Agreement.
"Class A Certificate Rate" shall mean 5.68875% from and including
------------------------
December 11, 1996 through and including January 9, 1997, and with respect to
each Interest Period thereafter, a per annum rate of 0.095% in excess of LIBOR
as determined on the related LIBOR Determination Date.
"Class A Certificateholder" shall mean the Person who holds a Class
-------------------------
A Global Certificate or a Class A Bearer Certificate.
"Class A Certificateholders' Interest" shall mean the portion of
------------------------------------
the Series 1996-7 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
10
<PAGE>
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 the period from such Addition Date to and including the last day
of such Monthly Period.
"Class A Global Certificate" shall mean the Class A Temporary Global
--------------------------
Certificate and the Class A Permanent Global Certificate.
"Class A Initial Invested Amount" shall mean the aggregate initial
-------------------------------
principal amount of the Class A Certificates, which is $483,060,000.
"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
11
<PAGE>
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 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 $416,887.
"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 pay-
-----
12
<PAGE>
ments made to the Class A Certificateholders prior to such day.
"Class A Permanent Global Certificate" shall have the meaning
------------------------------------
specified in subsection 6.15(a) of the Agreement.
"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 February 2000
------------------------------
Distribution Date.
"Class A Temporary Global Certificate" shall have the meaning
------------------------------------
specified in subsection 6.15(a) of the Agreement.
"Class B Account Percentage" shall mean, with respect to any
--------------------------
Determination Date, the percentage equivalent of a fraction, the numerator of
which is the aggregate amount deposited in the Principal Funding Account on
prior Transfer Dates pursuant to subsection 4.09(e)(ii) and the denominator of
which is the aggregate amount on deposit in the Principal Funding Account as of
the last day of the preceding Monthly Period.
"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 Available Funds" shall mean, with respect to any
-----------------------
Monthly Period, an amount equal to the sum of (a) the Class B Floating
Allocation Percentage of the Collections of Finance Charge Receivables in
respect of such Monthly Period and (b) with respect to any Monthly Period during
the Accumulation Period prior to the payment
13
<PAGE>
in full of the Class B Invested Amount, the product of (i) the Class B Account
Percentage and (ii) the sum of the Principal Funding Investment Proceeds
pursuant to subsection 4.16(b) of the Agreement, if any, with respect to the
related Transfer Date and 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), 4.17(d), 4.17(e) and 4.17(f) of
the Agreement.
"Class B Bearer Certificates" shall have the meaning specified in
---------------------------
Section 6.17 of the Agreement.
"Class B Certificate Rate" shall mean 5.88375% from and including
------------------------
December 11, 1996 through and including January 9, 1997 and with respect to each
Interest Period thereafter, a per annum rate of 0.29% in excess of LIBOR, as
determined on the related LIBOR Determination Date.
"Class B Certificateholder" shall mean the Person who holds a
-------------------------
Class B Global Certificate or a Class B Bearer Certificate.
"Class B Certificateholders' Interest" shall mean the portion of
------------------------------------
Series 1996-7 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
14
<PAGE>
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.
"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
15
<PAGE>
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 Global Certificate" shall mean the Class B Temporary Global
--------------------------
Certificate and the Class B Permanent Global Certificate.
"Class B Initial Invested Amount" shall mean the aggregate initial
-------------------------------
principal amount of the Class B Certificates, which is $43,650,000.
"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
16
<PAGE>
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.
"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 $37,671.
"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 Permanent 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
17
<PAGE>
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.
"Class B Required Amount" shall have the meaning specified in Section
-----------------------
4.08 of the Agreement.
"Class B Scheduled Payment Date" shall mean the February 2000
------------------------------
Distribution Date.
"Class B Temporary Global Certificate" shall have the meaning
------------------------------------
specified in subsection 6.15(b) of the Agreement.
"Closing Date" shall mean December 11, 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, $48,500,000; 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 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.
18
<PAGE>
"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 6.17 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.
"Daily Deposit Date" shall mean the Determina tion Date on which the
------------------
Excess Spread Percentage (as defined in the Spread Account Agreement) for the
Monthly Period preceding such date is less than 2.50% per annum.
"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 January 10, 1997, 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
19
<PAGE>
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) and 4.09(c)(ii) 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 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.
"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
-------- -------
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,
20
<PAGE>
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 (including for purposes of
clause (iv) or (v) any insurance company general account, but excluding any
entity registered under the Investment Company Act of 1940, as amended).
THE FOLLOWING REPRESENTATION MUST BE GIVEN BY ALL PLAN PURCHASERS
11. We are either (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 (including
for purposes of clause (iv) or (v) any insurance company general account, but
excluding any entity registered under the Investment Company Act of 1940, as
amended) (each Person described in clauses (i) through (v), a "Plan Purchaser")
and we acknowledge and understand that at no time shall the aggregate percentage
of the CIA Invested Amount Transferred to Plan Purchasers equal or exceed 25% of
the CIA Invested Amount.
12. We understand that any purported Transfer of any CIA Certificate in
contravention of the restrictions and conditions in paragraphs 1 through 11
above (including any violation of the representation in paragraph 5 by an
investor who continues to hold a CIA Certificate occurring any time after the
Transfer in which it acquired such CIA Certificate) shall be null and void and
the purported transferee shall not be recognized by the Trust or any other
person as a CIA Certificateholder for any purpose.
H-5
<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 1996-7.
"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 $502,274.
"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 December 9, 1996 for the period
------------------------
from and including December 11, 1996 through and including January 9, 1997 and
the second Business Day prior to the commencement of the second and each
subsequent Interest Period.
22
<PAGE>
"London Business Day" shall mean any Business Day on which dealings in
-------------------
deposits in United States dollars are transacted in the London interbank market.
"Luxembourg Paying Agent" shall mean Banque de Luxembourg, 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 1996-7
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 1996-7
Certificates shall begin on and include the Closing Date and shall end on and
include December 31, 1996.
"Monthly Principal" shall mean the monthly principal distributable in
-----------------
respect of the Series 1996-7 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 1996-7 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
-----------------------
December 11, 1996, among First USA Bank, as Transferor and as Servicer, the
Principal Paying Agent, the Luxembourg Paying Agent and the Trustee.
23
<PAGE>
"Paying Agents" shall mean the CIA Paying Agent, the Luxembourg Paying
-------------
Agent and the Principal Paying Agent, collectively.
"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 1996-7 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), 4.17(d), 4.17(e) and 4.17(f) 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
24
<PAGE>
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 Certificates, 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 1996-7 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.
25
<PAGE>
"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.
"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 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 1996-7.
"Reserve Account" shall have the meaning specified in subsection
---------------
4.17(a) of the Agreement.
"Reserve Account Funding Date" shall mean the Transfer Date which
----------------------------
occurs not later than the earliest of (a) the Transfer Date with respect to the
Monthly Period which commences 3 months prior to the commencement of the
Accumulation Period; (b) the first Transfer Date for which the Portfolio
Adjusted Yield is less than 2%, but in such event the Reserve Account Funding
Date shall not be required to occur earlier than the Transfer Date which
commences 12 months prior to the commencement of the Accumulation Period; (c)
the first Transfer Date for which
26
<PAGE>
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
--------------
any Daily Deposit Date on which (a) the Excess Spread Percentage (as defined in
the Spread Account Agreement) for the Monthly Period preceding such
Determination Date is equal to or exceeds 2.50% per annum and (b) the amount on
deposit in the Spread Account (as defined in the Spread Account Agreement)
equals or exceeds the Required Spread Account Amount (as defined in the Spread
Account Agreement) 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 1996-7 Termination Date" shall mean the October
----------------------------------------
2002 Distribution Date.
"Series 1996-7" shall mean the Series of the First USA Credit Card
-------------
Master Trust represented by the Investor Certificates.
"Series 1996-7 Certificateholder" shall mean the holder of record of
-------------------------------
any Series 1996-7 Certificate.
27
<PAGE>
"Series 1996-7 Certificateholders' Interest" shall have the meaning
------------------------------------------
specified in Section 4.04 of the Agreement.
"Series 1996-7 Pay Out Event" shall have the meaning specified in
---------------------------
Section 8 of this Series Supplement.
"Series 1996-7 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 1996-7 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.
"Spread Account Agreement" shall mean the agreement among the
------------------------
Trustee, the Transferor, the Servicer and The Bank of New York, as initial
collateral agent, dated December 11, 1996, as amended, supplemented or modified
from time to time.
"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 Union Bank of Switzerland, London Branch, which is at least 40
days after the later of the commencement of the offering and the Closing Date.
28
<PAGE>
"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 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), or 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 1996-7
-------------------------------
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
1996-7 Certificates through the Record Date preceding the Distribution Date on
which the repurchase occurs.
SECTION 4. Delivery and Payment for the Series 1996-7 Certificates.
-------------------------------------------------------
The Transferor shall execute and deliver the Series 1996-7 Certificates to the
Trustee for authentication in accordance with Section 6.01 of the Agreement. The
Trustee shall deliver the Series 1996-7 Certificates when authenticated in
accordance with Section 6.02 of the Agreement.
SECTION 5. Form of Delivery of Series 1996-7 Certificates. The Class
----------------------------------------------
A Certificates and the Class B Certificates shall be delivered as Global
Certificates as
29
<PAGE>
provided in Sections 6.01, 6.13, 6.15 and 6.16 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 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 1996-7 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 1996-7 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 1996-7
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 1996-7
Certificateholders.
(c) The Distribution Accounts. (i) The Trustee, for the
-------------------------
benefit of the Class A Certificate-
30
<PAGE>
holders 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 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 1996-7 Certificates:
31
<PAGE>
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 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 1996-7 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 1996-7
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:
32
<PAGE>
(i) Allocate to the Series 1996-7 Certificateholders the Floating
Allocation Percentage of Collections of Finance Charge Receivables and
deposit and retain in the Finance Charge Account (A) prior to the
Calculation Date in each Monthly Period an amount equal to the product of
(x) the Floating Allocation Percentage and (y) the aggregate amount of
Collections of Finance Charge Receivables on such Date of Processing, or
(B) on and after each such Calculation Date to and including the last day
of such Monthly Period, the lesser of (x) the product of (1) the Floating
Allocation Percentage and (2) the aggregate amount of Collections of
Finance Charge Receivables on such Date of Processing and (y) the excess of
(1) the sum of the Monthly Interest, the Interest Shortfall and the
Default Interest for the 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 1996-7 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. In addition, on the Closing Date,
the Transferor shall make a deposit to the Finance Charge Account in an
amount equal to $600,000 to be applied as Collections of Finance Charge
Receivables allocated to Series 1996-7. 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 1996-7 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 1996-7 Certificateholders an amount
equal to the product of (A)
33
<PAGE>
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 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
34
<PAGE>
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 1996-7 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 1996-7 Certificateholders and retain in
the Principal Account an amount equal to the product of (x) the
Fixed/Floating Allocation Percentage on such Date of Processing and (y) the
aggregate amount of Collections of Principal Receivables on such Date of
Processing (for any such date, a "Percentage Allocation"); provided,
--------------------- --------
however, that if the sum of such Percentage Allocations with respect to the
-------
same Monthly Period exceeds the Controlled Deposit Amount for the related
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.
35
<PAGE>
(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 1996-7 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 1996-7 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 1996-7
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 1996-7 Certificateholders and deposit in the Finance Charge
Account an amount equal to (i) the lesser of (A) the product of (x)
36
<PAGE>
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 Spread Account
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. 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 1996-7, 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.
37
<PAGE>
The allocations to be made pursuant to this Section 4.05 of the
Agreement also apply to deposits into the Collection Account that are treated as
Collections, including Credit Adjustments, payment of the reassignment price
pursuant to Section 2.07 of the Agreement and proceeds from the sale,
disposition or liquidation of the Receivables pursuant to Section 9.02, 10.01,
12.01 or 12.02 of the Agreement and Section 3 of the Series Supplement for
Series 1996-7. 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 1996-7
-------------------------------------------------------
Certificates. (a) The amount of monthly interest (for the Series 1996-7
- ------------
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 December 11, 1996 to and including January 9,
1997 and (b) a fraction the numerator of which is 30 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
38
<PAGE>
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 1996-7
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) 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 December 11, 1996 to and including January 9, 1997 and (b) a fraction
the numerator of which is 30 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
39
<PAGE>
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 1996-7
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 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
December 11, 1996 to and including January 9, 1997 and (b) a fraction the
numerator of which is 30 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 Spread Account
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.
40
<PAGE>
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 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 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
41
<PAGE>
respect to the Accumulation Period prior to the CIA Scheduled Payment Date, the
Controlled Deposit Amount for such Transfer Date (minus the Class A Monthly
-----
Principal and the 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, 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.
42
<PAGE>
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 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
43
<PAGE>
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;
(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 Available Funds 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;
44
<PAGE>
(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.
(c) On the Transfer Date preceding each Distribution Date, an
amount equal to the CIA Available Funds 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
45
<PAGE>
(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 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 (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;
46
<PAGE>
(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 (A) during the Accumulation Period, deposited
into the Principal Funding Account, and (B) during the Rapid Amortization
Period, 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 Collections 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 1996-7; 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
47
<PAGE>
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
amounts 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 second deposit in the CIA Distribution
------
Account an amount equal to the lesser of (i) the amount remaining on deposit 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 Distribu-
48
<PAGE>
tion 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 January 31, 1999, 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 equal the Accumulation Period Length. On each Determination Date 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]
49
<PAGE>
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, but for the limitation on the amount of such reduction
in the preceding sentence, 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 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
50
<PAGE>
Invested Amount for such Distribution Date. In the event that, but for the
limitation on the amount of such reduction in the preceding sentence, 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 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, 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
51
<PAGE>
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
------------------------------------------------
1996-7 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;
(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
52
<PAGE>
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 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
53
<PAGE>
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 CIA Initial 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 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 be applied in
accordance with the provisions of the Spread Account Agreement.
Section 4.14 Reallocated Principal Collections for the Series
------------------------------------------------
1996-7 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
54
<PAGE>
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
(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
55
<PAGE>
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 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 December 9, 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.
56
<PAGE>
(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 1996-7
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 Monthly Interest and Class B Monthly
Interest applicable to an Interest Period to be provided to the Luxembourg Stock
Exchange within one Business Day of the date on which the Trustee receives
notification of the Class A Monthly Interest and the Class B Monthly Interest
from the Servicer.
(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
57
<PAGE>
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.
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
58
<PAGE>
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.
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, Class B Available Funds and
CIA Available Funds pursuant to subsections 4.09(a), 4.09(b) and 4.09(c),
respectively, 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 subsections 4.17(d), 4.17(e) and 4.17(f) 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
59
<PAGE>
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 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 Investor 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
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<PAGE>
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 Invested Amount and the first Transfer Date
with respect to the Rapid Amortization Period, the Servicer shall calculate the
"Reserve Draw Amount" which shall be equal to the Principal Funding Investment
-------------------
Shortfall with respect to each Transfer Date with respect to the Accumulation
Period or the first Transfer Date with respect to the Rapid Amortization Period;
provided, however, that such amount will be reduced to the extent that funds
- -------- -------
otherwise would be available for deposit in the Reserve Account under subsection
4.13(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) and deposited into the Finance Charge Account for application
in accordance with Section 4.09 of the Agreement.
(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 deposit in the Finance Charge Account an
amount equal to such Reserve Account Surplus for application in accordance with
Section 4.09 of the Agreement.
(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
Invested Amount is paid in full to the Series 1996-7 Certificateholders, (iii)
if the Accumulation Period has not commenced, the occurrence of a Pay Out Event
with respect to Series 1996-7 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
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<PAGE>
payment of all amounts owing to the Series 1996-7 Certificateholders that are
payable from the Reserve Account as provided herein, shall withdraw from the
Reserve Account and deposit in the Finance Charge Account all amounts, if any,
on deposit in the Reserve Account for application in accordance with Section
4.09 of the Agreement 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 1996-7 Certificates:
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 (other than as provided in subsection 2.04(e) or in Section
12.03 of the Agreement respecting a final distribution) in accordance with sub
section 5.01(e) 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.
(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 (other than as provided in subsection 2.04(e) or in Section
12.03 of the Agreement respecting a final distribution) in accordance with
subsection 5.01(e) such Certificateholder's pro rata share (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
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<PAGE>
payable to the Class B Certificateholders pursuant to subsection 4.09(h) and
Section 4.10 of the Agreement.
(c) On each Distribution Date, the CIA 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 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)(iii),
Section 4.10, subsection 4.13(f) and, to the extent specified in the Spread
Account Agreement, subsection 4.13(k) 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.
(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.
(e) Except as provided in Section 12.03 of the Agreement with
respect to a final distribution, distributions to Class A Certificateholders and
Class B Certificateholders hereunder shall be made only upon presentation of
the Class A Permanent Global Certificates, the Class B Permanent Global
Certificates, the Class A Bearer Certificates, the Class B Bearer Certificates
or their respective Coupons, as the case may be, at the offices of the Principal
Paying Agent, the Luxembourg Paying Agent and any co-paying agents outside the
United States as may be appointed from time to time. Payments of
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<PAGE>
principal of and interest on the Class A Certificates and Class B Certificates
will be made, at the option of the beneficial owner or holder, as the case may
be, upon written notice to the Principal Paying Agent, of Class A Certificates,
Class B Certificates or Coupons, by United States dollar check or United States
dollar bank draft drawn on a bank account of the Principal Paying Agent in
London, or by transfer in same day funds to a United States dollar account
maintained by the payee with a bank outside the United States, subject in each
case to all applicable laws and regulations. No commissions or expenses shall
be charged to the beneficial owners or holders of Class A Certificates, Class B
Certificates or Coupons in respect of such payments. To the extent necessary
under the tax laws of the United States, or any official application or
interpretation of the tax laws of the United States, for such payments to be
treated as having been made outside the United States and its possessions, no
such check or bank draft shall be mailed by any of the Paying Agents to any
address in the United States or its possessions and no transfer of funds shall
be made to an account maintained by the payee in the United States or its
possessions.
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;
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<PAGE>
(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;
(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;
65
<PAGE>
(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 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;
(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 1996-7 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
66
<PAGE>
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 1996-7
Certificates.
ARTICLE VI
THE CERTIFICATES
Section 6.15. Global Certificates.
-------------------
(a) Notwithstanding anything to the contrary in the Agreement or the
Series 1996-7 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 executed by the Transferor and delivered
to the Trustee and 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 will be exchanged as described in
Section 6.16(a) for a single permanent global certificate (the "Class A
-------
Permanent Global Certificate") in bearer form substantially in the form of
- ----------------------------
Exhibit A-2.
- -----------
(b) Notwithstanding anything to the contrary in the Agreement or the
Series 1996-7 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
-----------------------------
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the denomination of the entire aggregate principal amount of the Class B
Certificates and substantially in the form set forth in Exhibit B-1. The Class B
-----------
Temporary Global Certificate will be executed by the Transferor and delivered to
the Trustee and 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 will be exchanged as described in
Section 6.16(b) for a single permanent global certificate (the "Class B
-------
Permanent Global Certificate") in bearer form substantially in the form of
- ----------------------------
Exhibit B-2.
- -----------
(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 an interest in the applicable Permanent Global
Certificate may occur until the person entitled to receive such interest in the
applicable Permanent Global Certificate provides certification as to non-U.S.
beneficial ownership as provided in Section 6.16.
Section 6.16. Exchange of Temporary Global Certificates for Permanent
-------------------------------------------------------
Global Certificates.
- -------------------
(a) Union Bank of Switzerland, London Branch, 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. On or after the Temporary Global Certificate Exchange Date, the Class
A Temporary Global Certificate may be exchanged, in whole or in part (free of
charge), for the Class A Permanent Global Certificate in the form set out in
Exhibit A-2 upon presentation of the Class A Temporary Global Certificate by the
- -----------
bearer thereof at the offices of the Principal Paying Agent in London, England
(or at such other place outside the United States as the Principal Paying Agent
may agree). The Class A Permanent Global Certificate will be executed by the
Transferor and delivered to the Trustee or its agent, and the Trustee or its
agent shall authenticate the Class A Permanent Global Certificate, promptly on
or after the Temporary Global Certificate Exchange Date in connection with such
exchange. The Class A Permanent Global Certificate shall be delivered by the
Trustee or its agent promptly on or after the Temporary Global Certificate
Exchange Date to the Common Depositary. The Class A Permanent Global Certificate
shall be exchanged for only
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<PAGE>
that portion of the Class A Temporary Global Certificate in respect of which
there shall have been presented to the Principal Paying Agent by Euroclear or
Cedel, as applicable, a certificate, substantially in the form set out in
Exhibit G-1, to the effect that it has received from or in respect of a person
- -----------
entitled to a particular principal amount of the Class A Certificates (as shown
by its records) a certificate from such person in or substantially in the form
of Exhibit G-2. The Class A Permanent Global Certificate to be delivered in
-----------
exchange for any portion of the Class A Temporary Global Certificate shall be
delivered to the Common Depositary outside the United States for credit to the
respective accounts of the Foreign Clearing Agencies.
On an exchange of the whole of the Class A Temporary Global
Certificate, the Class A Temporary Global Certificate shall be surrendered to
the Principal Paying Agent in London, England for cancellation and destruction.
On an exchange of only part of the Class A Temporary Global Certificate, details
of such exchange shall be entered by the Principal Paying Agent on behalf of the
Trust on Schedule A of the Class A Temporary Global Certificate and Schedule A
of the Class A Permanent Global Certificate, and further exchanges may be
effected, without the issue of a new Class A Permanent Global Certificate, by
the Principal Paying Agent endorsing Schedule A of the Class A Permanent Global
Certificate previously issued to reflect an increase in the aggregate principal
amount of the Class A Permanent Global Certificate which would otherwise have
been issued on such exchange and endorsing Schedule A of the Class A Temporary
Global Certificate previously issued to reflect a decrease in the aggregate
principal amount of the Class A Temporary Global Certificate.
(b) On or after the Temporary Global Certificate Exchange Date, the
Class B Temporary Global Certificate may be exchanged, in whole or in part (free
of charge), for the Class B Permanent Global Certificate in the form set out in
Exhibit B-2 upon presentation of the Class B Temporary Global Certificate by the
- -----------
bearer thereof at the offices of the Principal Paying Agent in London, England
(or at such other place outside the United States as the Principal Paying Agent
may agree), and the Trustee shall make the Class B Permanent Global Certificate
available promptly on or after the Temporary Global Certificate
69
<PAGE>
Exchange Date in connection with such exchange. The Class B Permanent Global
Certificate shall be authenticated and delivered by the Trustee or its agent in
exchange for only that portion of the Class B Temporary Global Certificate in
respect of which there shall have been presented to the Principal Paying Agent
by Euroclear or Cedel, as applicable, a certificate, substantially in the form
set out in Exhibit G-1 that the Trustee has no reason to know is false, to the
-----------
effect that it has received from or in respect of a person entitled to a
particular principal amount of the Class B Certificates (as shown by its
records) a certificate from such person in or substantially in the form of
Exhibit G-2. The Class B Permanent Global Certificate to be delivered in
- -----------
exchange for any portion of the Class B Temporary Global Certificate shall be
delivered to the Common Depositary outside the United States for credit to the
respective accounts of the Foreign Clearing Agencies.
On an exchange of the whole of the Class B Temporary Global
Certificate, the Class B Temporary Global Certificate shall be surrendered to
the Principal Paying Agent in London, England for cancellation and destruction.
On an exchange of only part of the Class B 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 Class B
Permanent Global Certificate, by the Trust or its agent endorsing Schedule A of
the Class B Permanent Global Certificate previously issued to reflect an
increase in the aggregate principal amount of the Class B Permanent Global
Certificate which would otherwise have been issued on such exchange.
(c) 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 Series Supplement.
Section 6.17. Exchange of Permanent Global Certificates for Bearer
----------------------------------------------------
Certificates. If (i) either Euroclear or Cedel is closed for business for a
- ------------
continuous period of 14 days (other than by reason of holiday, statutory or
otherwise) or otherwise permanently ceases busi-
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<PAGE>
ness or announces an intention permanently to cease business or (ii) the
Transferor so elects by notice to the Series 1996-7 Certificateholders, then the
Transferor will, within 90 days of the occurrence of the relevant event in (i)
or (ii) above, execute and deliver to the Trustee at its London office or its
designated agent outside the United States, definitive Class A Bearer
Certificates in the form of Exhibit A-3 (the "Class A Bearer Certificates") and
----------- ---------------------------
Class B Bearer Certificates in the form of Exhibit B-3 (the "Class B Bearer
----------- --------------
Certificates" and together with the Class A Bearer Certificate, the "Bearer
- ------------ ------
Certificates"). The Trustee or its designated agent shall provide at least 60
- ------------
days' prior written notice of any issuance of Bearer Certificates to Class A
Certificateholders or Class B Certificateholders, as applicable. All 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 Permanent Global Certificates may
- ----------- -------
be exchanged for an equal aggregate amount of the 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 Section 6.16) that either such holder is not a United
States person or is otherwise a permitted holder.
The Permanent Global Certificates shall be exchanged, in whole, for
security-printed Bearer Certificates in denominations of U.S. $100,000 and U.S.
$10,000. Such exchange will be made upon presentation of the Permanent Global
Certificates by the bearer thereof on any London Business Day at the principal
office of the Principal Paying Agent in London, England for cancellation and
destruction. On an exchange of the whole of a Permanent Global Certificate, such
Permanent Global Certificate shall be surrendered to the Principal Paying Agent
in London, England. The Bearer Certificates to be delivered in exchange for the
Permanent Global Certificates shall be delivered only outside the United States.
Any exchange as provided in this Section shall be made free of charge
to the holders and the beneficial owners of the Permanent Global Certificates
and to the
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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 Permanent 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 6.18 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 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
February 2000 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 1996-7 Pay Out Events. If any one of the following
----------------------------
events shall occur with respect to the Series 1996-7 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
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material adverse effect on the Series 1996-7 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 1996-7 Certificates evidencing Undivided Interests
aggregating not less than 50% of the Invested Amount of this Series 1996-7, and
continues to affect materially and adversely the interests of the Series 1996-7
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) 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 1996-7 Certificates evidencing Undivided
Interests aggregating more than 50% of the Invested Amount of this Series 1996-
7, and (ii) as a result of which the interests of the Series 1996-7
Certificateholders are materially and adversely affected and continue to be
materially and adversely affected for such 60-day period; provided, however,
-------- -------
that a Series 1996-7 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 1996-7 Certificateholders;
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(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 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 1996-7
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 1996-7 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
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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 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 1996-7 Certificates evidencing Undivided Interests
aggregating more than 50% of the Invested Amount of this Series 1996-7 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
1996-7 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-
7 Pay Out Event shall occur without any notice or other action on the part of
the Trustee or the Series 1996-7 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. Series 1996-7 Termination. The right of the Series 1996-7
-------------------------
Certificateholders to receive
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payments from the Trust will terminate on the first Business Day following the
Series 1996-7 Termination Date.
SECTION 11. 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 12. Transfers of CIA Certificates; Legends. (a) No CIA
--------------------------------------
Certificate or any interest therein may be sold (including in the initial
offering), conveyed, assigned, hypothecated, pledged, participated, or
otherwise transferred (each, a "Transfer") except in accordance with this
--------
Section 12. Any Transfer of a CIA Certificate otherwise permitted by this
Section 12 will be permitted only if it consists of a pro rata percentage
interest in all payments made with respect to such Holder's CIA Certificates and
no Transfers of partial interests in a CIA Certificate shall be permitted. No
CIA Certificate or any interest therein may be Transferred to any Person (each,
an "Assignee"), unless the Assignee shall have executed and delivered the
--------
certification referred to in subsection 12(e) below and each of the Transferor
and the Servicer shall have granted its prior consent thereto. Such consent
shall be granted (assuming that all other conditions specified in this Section
12 to such Transfer are satisfied) unless the Transferor determines in its sole
and absolute discretion that such 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; provided,
--------
further, that any attempted Transfer that would cause the number of Targeted
- -------
Holders to exceed ninety-nine shall be void; and provided, further, that there
-------- -------
shall not at any time be more than 10 CIA Certificateholders or such other
number as may be consented to by the Transferor which consent may be withheld in
its sole and absolute discretion.
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(b) Each initial purchaser of a CIA Certificate or any interest
therein and any Assignee thereof shall certify to the Transferor, the Servicer,
and the Trustee 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
such entity is a tax-exempt entity, recognizes that payments with respect to the
CIA Certificates may constitute unrelated business taxable income or (iii) a
person not described in (i) or (ii) whose ownership of the CIA Certificates 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 a
CIA Certificate will not result in any withholding obligation with respect to
any payments with respect to the CIA Certificates by any person or (B) an estate
or trust the income of which is includible in gross income for U.S. federal
income tax purposes. Each initial purchaser of a CIA Certificate also shall
agree that (a) if it is a person described in clause (A)(i) or (A)(ii) above, it
will furnish to the person from whom it is acquiring a CIA Certificate, the
Servicer and the Trustee, a properly executed U.S. Internal Revenue Service Form
W-9 (and will agree to furnish a new Form W-9, or any successor applicable
form, upon the expiration or obsolescence of any previously delivered form) or
(b) if it is a person described in clause (A)(iii) above, it will furnish to
the person from whom it is acquiring a CIA Certificate, the Servicer and the
Trustee, a properly executed U.S. Internal Revenue Service Form 4224 (and will
agree to furnish a new Form 4224, or any successor applicable form, upon the
expiration or obsolescence of any previously delivered form and comparable
statements in accordance with applicable U.S. laws), and, in each case, such
other certifications, representations or opinions of counsel as may be
requested by the Transferor, the Servicer or the Trustee.
(c) Each initial purchaser of a CIA Certificate or any interest
therein and any Assignee thereof shall further certify to the Transferor, the
Servicer and the Trustee that it has neither acquired nor will it sell, trade or
transfer any interest in a CIA Certificate or cause an interest in a CIA
Certificate to be marketed on or through an "established securities market"
within the meaning of Section 7704(b)(1) of the Code and any treasury regulation
thereunder, including, without limitation, an
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over-the-counter-market or an interdealer quotation system that regularly
disseminates firm buy or sell quotations. In addition, each initial purchaser of
a CIA Certificate or any interest therein and any Assignee shall certify, prior
to any delivery or Transfer to it of a CIA Certificate that it is not and will
not become a partnership, Subchapter S corporation or grantor trust for U.S.
federal income tax purposes. If an initial purchaser of an interest in a CIA
Certificate or an Assignee cannot make the certification described in the
preceding sentence, the Transferor may, in its sole discretion, prohibit a
Transfer to such entity; provided, however, that if the Transferor agrees to
permit such a Transfer, the Transferor, the Servicer or the Trustee may require
additional certifications in order to prevent the Trust from being treated as a
publicly traded partnership. Each initial purchaser of an interest in a CIA
Certificate and Assignee acknowledges that the Opinion of Counsel to the effect
that the Trust will not be treated as a publicly traded partnership taxable as a
corporation is dependent in part on the accuracy of the certifications described
in this subsection 12(c).
(d) Each CIA Certificate will bear a legend or legends
substantially in the following form:
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 (INCLUDING FOR PURPOSES OF
CLAUSE (IV) OR (V), ANY INSURANCE COMPANY GENERAL ACCOUNT, BUT EXCLUDING ANY
ENTITY REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) (EACH
SUCH PERSON DESCRIBED IN CLAUSES (I) THROUGH (V), A "PLAN PURCHASER");
PROVIDED, HOWEVER, THAT A PURCHASER SHALL NOT BE REQUIRED TO MAKE THE
REPRESENTATIONS AND WARRANTIES SET FORTH IN
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ANY OF CLAUSES (I) THROUGH (V) ABOVE IF THE TRUSTEE SHALL HAVE RECEIVED THE
PRIOR WRITTEN CONSENT OF THE TRANSFEROR TO THE TRANSFER TO SUCH ENTITY; AND
PROVIDED, FURTHER, THAT NO SUCH CONSENT SHALL BE GRANTED IF THE TRANSFEROR
DETERMINES IN ITS SOLE AND ABSOLUTE DISCRETION THAT SUCH TRANSFER WOULD CAUSE
THE AGGREGATE PERCENTAGE OF THE CIA INVESTED AMOUNT TRANSFERRED TO PLAN
PURCHASERS TO EQUAL OR EXCEED 25% OF THE CIA INVESTED AMOUNT AND ANY ATTEMPTED
TRANSFER THAT WOULD CAUSE THE PERCENTAGE OF THE CIA INVESTED AMOUNT TRANSFERRED
TO PLAN PURCHASERS TO EQUAL OR EXCEED 25% OF THE CIA INVESTED AMOUNT WILL BE
VOID.
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, (2) TO A LIMITED NUMBER OF INSTITUTIONAL "ACCREDITED
INVESTORS" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES
ACT) AND IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (UPON DELIVERY OF THE DOCUMENTATION REQUIRED BY THE POOLING AND
SERVICING AGREEMENT AND, IF THE TRUSTEE SO REQUIRES, AN OPINION OF COUNSEL
SATISFACTORY TO THE TRUSTEE) OR (3) PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A ("QIB") PURCHASING FOR ITS OWN ACCOUNT OR
A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A. EACH CERTIFICATE OWNER BY ACCEPTING A BENEFICIAL INTEREST
IN THIS CERTIFICATE IS DEEMED TO REPRESENT THAT IT IS EITHER A QIB PURCHASING
FOR ITS OWN ACCOUNT, A QIB PURCHASING FOR THE ACCOUNT OF ANOTHER QIB OR AN
INSTITUTIONAL
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"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 SERIES 1996-7
SUPPLEMENT 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 SERIES 1996-7 SUPPLEMENT.
(e) Upon surrender for registration of transfer of a CIA
Certificate at the office of the Transfer Agent and Registrar, accompanied by a
certification by the CIA Certificateholder substantially in the form attached
as Exhibit H, executed by the registered owner, in person or by such CIA
Certificateholder's attorney thereunto duly authorized in writing, and receipt
by the Trustee of the written consent of each of the Transferor and the
Servicer to such transfer, such CIA Certificate shall be transferred upon the
Certificate Register, and the Transferor shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferees one or more
new registered CIA Certificates of any authorized denominations and of a like
aggregate principal amount and tenor. Such transfers of CIA Certificates shall
be subject to the restrictions set forth in this Section 12, to such other
restrictions as shall be set forth in the text of the CIA Certificates and to
such reasonable regulations as may be prescribed by the Transferor. Successive
registrations and registrations of transfers as aforesaid may be made from time
to time as desired, and each such registration shall be noted on the Certificate
Register.
(f) No CIA Certificate or any interest therein may be
Transferred (including in the initial offering) to (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 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
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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 (including for purposes of
clause (iv) or (v), any insurance company general account, but excluding any
entity registered under the Investment Company Act of 1940, as amended) (each
such Person described in clauses (i) through (v), a "Plan Purchaser"), unless
--------------
the Assignee shall have executed and delivered the certification referred to in
---------
subsection 12(e) above and each of the Transferor and the Servicer shall have
granted its prior written consent thereto. No such consent shall be granted if
the Transferor determines in its sole and absolute discretion that such
Transfer would cause the aggregate percentage of the CIA Invested Amount
Transferred to Plan Purchasers to equal or exceed 25% of the CIA Invested
Amount; provided, further, that any attempted Transfer that would cause the
-------- -------
percentage of the CIA Invested Amount Transferred to Plan Purchasers to equal
or exceed 25% of the CIA Invested Amount shall be void.
SECTION 13. Compliance with Withholding Requirements.
----------------------------------------
Notwithstanding any other provision of the Agreement, the Trustee and any Paying
Agent shall comply with all Federal withholding requirements with respect to
payments to the CIA Certificateholders of interest, original issue discount, or
other amounts that the Trustee, any Paying Agent, the Servicer or the Transferor
reasonably believes are applicable under the Code. The consent of the CIA
Certificateholders shall not be required for any such withholding. In the event
the Trustee or the Paying Agent withholds any amount from payments made to any
CIA Certificateholder pursuant to federal withholding requirements, the Trustee
or the Paying Agent shall indicate to such CIA Certificateholder the amount
withheld and all such amounts shall be deemed to have been paid to such CIA
Certificateholders and the CIA Certificateholders shall have no claim therefor.
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
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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.
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.
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(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).
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IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series 1996-7 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/ W. Todd Peterson
-------------------------------
Name: W. Todd Peterson
Title: 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 A CLASS A PERMANENT GLOBAL CERTIFICATE IN BEARER FORM
WITHOUT 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. $483,060,000
CLASS A FLOATING RATE ASSET BACKED CERTIFICATES,
SERIES 1996-7
Class A Scheduled Payment Date:
The February 2000 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 trustee (the "Trustee") of the Trust (the "Agreement";
such term to include any Supplement or amendment thereto) as supplemented by the
Series 1996-7 Supplement (the "Series 1996-7 Supplement"), dated as of December
11, 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 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
1996-7 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
__________________________
/*/ VISA(R) and MasterCard(R) are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
A-1-2
<PAGE>
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 1996-7 (the
"Class A Certificates") and the First USA Credit Card Master Trust Class B
Floating Rate Asset Backed Certificates, Series 1996-7 (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 1996-7 (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
A-1-3
<PAGE>
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.
Interest payable on any Distribution Date with respect to the portion
of this Class A Temporary Global Certificate not exchanged for the Class A
Permanent Global Certificate shall be held by the Principal Paying Agent for
payment (without interest accrued thereon) with delivery of the Class A
Permanent Global Certificate related thereto until such time as 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 Tempo-
A-1-4
<PAGE>
rary Global Certificate and the Class A Certificates 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 the Class A Permanent Global Certificate without 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 the Class A Permanent Global
Certificate, 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 Permanent
Global Certificate, 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 Permanent Global
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
A-1-5
<PAGE>
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.
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 11th day of December, 1996.
FIRST USA BANK
By:____________________________
Name: W. Todd Peterson
Title: 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: December 11, 1996
By:____________________________
Name:
Title:
A-1-8
<PAGE>
Schedule A
SCHEDULE OF EXCHANGES
FOR CLASS A CERTIFICATES REPRESENTED BY
THE CLASS A PERMANENT GLOBAL CERTIFICATE OR
REDEMPTIONS OR PURCHASES AND CANCELLATIONS
The following exchanges of a part of this Class A Temporary Global Certificate
for the Class A Permanent Global Certificate, in whole or in part, or
redemptions, purchases or cancellations of this Class A Temporary Global
Certificate have been made:
<TABLE>
<CAPTION>
Part of principal
amount of this Class
A Temporary Global
Certificate exchanged Remaining principal
for Class A Certifi- amount of this Class
cates represented by A Temporary Global
Date of exchange or the Class A Permanent Certificate following Amount of interest
redemption or Global Certificate or such exchange, or re paid with delivery of
purchase or cancella- redeemed or pur- demption or purchase the Class A Permanent Notation made by or
tion chased or cancelled or cancellation Global 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 de Luxembourg
14 Boulevard Royal
2449 Luxembourg
Grand-Duche de Luxembourg
A-1-10
<PAGE>
EXHIBIT A-2
FORM OF CLASS A PERMANENT 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 PERMANENT 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 PERMANENT GLOBAL CERTIFICATE
representing
FIRST USA CREDIT CARD MASTER TRUST
U.S. $483,060,000
CLASS A FLOATING RATE ASSET BACKED CERTIFICATES,
SERIES 1996-7
Class A Scheduled Payment Date:
The February 2000 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-2-1
<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 Permanent 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 trustee (the "Trustee") of the Trust (the "Agreement";
such term to include any Supplement or amendment thereto) as supplemented by the
Series 1996-7 Supplement (the "Series 1996-7 Supplement"), dated as of December
11, 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 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
1996-7 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 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
_____________________
/*/ VISA(R) and MasterCard(R) are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated,
respectively.
A-2-2
<PAGE>
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 1996-7 (the
"Class A Certificates") and the First USA Credit Card Master Trust Class B
Floating Rate Asset Backed Certificates, Series 1996-7 (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 1996-7 (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
A-2-3
<PAGE>
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.
This Class A Permanent Global Certificate is to be held by a common
depositary for Morgan Guaranty Trust Company of New York, Brussels Office, as
operator of the Euroclear System ("Euroclear"), and Cedel, societe anonyme
("Cedel") on behalf of account holders which have the Class A Certificates
represented by this Class A Permanent Global Certificate credited to their
respective securities accounts with Euroclear or Cedel from time to time.
For value received, the Trust, subject to and in accordance with the
Pooling and Servicing Agreement, promises to pay to the bearer hereof on each
Distribution Date and the Class A Scheduled Payment Date, or on such earlier
date as the Class A Certificates may become due and repayable in accordance with
the Pooling and Servicing Agreement, the amount payable under the Pooling and
Servicing Agreement on any repurchase of the Class A Certificates then
represented by this Class A Permanent Global Certificate and to pay interest (if
any) on the principal amount of the Class A Certificates from time to time
represented by this Class A Permanent Global Certificate calculated and payable
as provided in the Pooling and Servicing Agreement, upon presentation and, at
maturity, surrender of this Class A Permanent Global Certificate at the
principal office of the Principal Paying Agent in London, England, or at the
offices of any of the other paying agents located outside the United States
(except as pro-
A-2-4
<PAGE>
vided in the Pooling and Servicing Agreement) from time to time appointed by the
Trustee in respect of the Class A Certificates. Interest on this Class A
Permanent Global Certificate is payable only outside the United States (except
as provided in the Pooling and Servicing Agreement). Any monies paid by the
Trustee to the Principal Paying Agent for the payment of principal or interest
on any Class A Certificates and remaining unclaimed at the end of two years
after such principal or interest shall have become due and payable (whether at
maturity or otherwise) shall then be repaid to the Trust and upon such
repayment all liability of the Principal Paying Agent with respect thereto shall
thereupon cease, without, however, limiting in any way any obligation the Trust
may have to pay the principal of or interest on such Class A Certificates as
the same shall become due. On any payment of interest or principal being made
details of such payment shall be entered by or on behalf of the Trust in
Schedule A hereto and the relevant space in Schedule B hereto recording any such
payment shall be signed by or on behalf of the Trust.
On any redemption, purchase, exchange or cancellation of any of the
Class A Certificates represented by this Class A Permanent 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 Permanent Global Certificate and the Class A
Certificates represented by this Class A Permanent Global Certificate shall be
reduced by the principal amount so redeemed, purchased, exchanged or cancelled.
The Class A Certificates represented by this Class A Permanent Global
Certificate were originally represented by the Class A Temporary Global
Certificate. Unless the Class A Temporary Global Certificate was exchanged in
whole on the issue hereof, interests in such Temporary Global Certificate may be
further exchanged, on the terms and conditions set out therein, for interests in
this Class A Permanent Global Certificate. If any such exchange occurs following
the issue hereof, the Trustee or its agent shall endorse Schedule B hereto to
reflect the increase in the aggregate principal amount of this Class A
A-2-5
<PAGE>
Permanent Global Certificate due to each such exchange, whereupon the principal
amount hereof shall be increased for all purposes by the amount so exchanged and
endorsed.
This Class A Permanent Global Certificate may be exchanged, free of
charge, in whole, for security-printed Class A Bearer Certificates in
denominations of U.S. $100,000 and U.S. $10,000 each. Subject to the terms of
the Pooling and Servicing Agreement, after the Temporary Global Certificate
Exchange Date, such exchange will be made upon presentation of this Class A
Permanent Global Certificate by the bearer hereof on any day (other than a
Saturday or a Sunday) on which banks are open for business in London at the
principal office of the Principal Paying Agent in London, England. The aggregate
principal amount of Class A Bearer Certificates issued upon an exchange of this
Class A Permanent Global Certificate will be equal to the aggregate principal
amount of this Class A Permanent Global Certificate as shown in Schedule B
hereto. On an exchange of the whole of this Class A Permanent Global
Certificate, this Class A Permanent Global Certificate shall be surrendered to
the Principal Paying Agent. The security-printed Class A Bearer Certificates to
be delivered in exchange for this Class A Permanent Global Certificate shall
be delivered only outside the United States.
Until the exchange of this Class A Permanent Global Certificate as
aforesaid, the bearer hereof shall in all respects be entitled to the same
benefits as if it were the bearer of Class A Bearer Certificates and the Coupons
in the form set out in the Pooling and Servicing Agreement.
Notwithstanding any of the foregoing, any Class A Bearer Certificate
issued in exchange for a beneficial interest in the Permanent 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 PERMANENT GLOBAL CERTIFICATE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS
A-2-6
<PAGE>
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.
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-2-7
<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 11th day of December, 1996.
FIRST USA BANK
By:____________________________
Name: W. Todd Peterson
Title: Vice President
A-2-8
<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: December 11, 1996
By:__________________________
Name:
Title:
A-2-9
<PAGE>
SCHEDULE A
- ----------
PART I
------
<TABLE>
<CAPTION>
Total Amount Confirmation of
Interest Date of of Interest Amount of payment by or on
Payment Date Payment Payable Interest Amount behalf of the Trust
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FIRST ________ ____________ _______________ _____________________
SECOND ________ ____________ _______________ _____________________
</TABLE>
[continue numbering until the appropriate number of interest payment dates for
the particular Series of Certificates is reached]
A-2-10
<PAGE>
PART II
-------
PRINCIPAL PAYMENTS
------------------
<TABLE>
<CAPTION>
Confirmation of payment by or
Date Payment of Total Amount payable Total Amount Paid on behalf of the Trust
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
_______________ ____________________ _________________ _____________________________
_______________ ____________________ _________________ _____________________________
</TABLE>
[continue numbering until the appropriate number of installment payment dates
for the Particular Series of Certificates is reached]
<PAGE>
Schedule B
SCHEDULE OF EXCHANGES OF THE CLASS A TEMPORARY
----------------------------------------------
GLOBAL CERTIFICATE
------------------
OR REDEMPTIONS OR PURCHASES AND CANCELLATIONS
---------------------------------------------
The following increases of this Class A Permanent Global Certificate, or
redemptions or purchases or cancellations of this Class A Permanent Global
Certificate have been made:
<TABLE>
<CAPTION>
Increase in principal
amount of this Class A
Permanent Global
Certificate due to Remaining principal amount
exchanges of the Class A of this Class A Permanent
Temporary Global Global Certificate
Date of exchange, or Certificate for this Class following such exchange, Notation made by
redemption or purchase A Permanent Global or redemption or purchase or on behalf of
or cancellation Certificate or cancellation the Trust
<S> <C> <C> <C>
______________________ __________________________ __________________________ ________________
______________________ __________________________ __________________________ ________________
______________________ __________________________ __________________________ ________________
______________________ __________________________ __________________________ ________________
</TABLE>
<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 de Luxembourg
14 Boulevard Royal
2449 Luxembourg
Grand-Duche de Luxembourg
<PAGE>
EXHIBIT A-3
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 INDI
RECTLY, IN THE UNITED STATES OR TO ANY U.S. PERSON (EACH AS DEFINED HEREIN)
EXCEPT IN COMPLIANCE WITH THE REGIS TRATION PROVISIONS OF THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGA TION 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 1996-7
Class A Scheduled Payment Date:
The February 2000 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 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 Sep-
________________________
* VISA (R)* and MasterCard (R) are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
A-3-1
<PAGE>
tember 1, 1992 between the Bank, as Transferor (the "Transferor") and as
Servicer (the "Servicer"), and The Bank of New York (Delaware), as trustee (the
"Trustee") of the Trust (the "Agreement"; such term to include any Supplement or
amendment thereto) as amended by Assignment No. 23 of Receivables in Additional
Accounts dated as of December 11, 1996 among the Bank, as Transferor and
Servicer, the Trustee and The Bank of New York (Delaware), as trustee of the
First USA Credit Card Master Trust II, and as supplemented by the Series 1996-7
Supplement (the "Series 1996-7 Supplement"), dated as of December 11, 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 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 1996-7 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, 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),
A-3-2
<PAGE>
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 1996-7 (the
"Class A Certificates") and the First USA Credit Card Master Trust Class B
Floating Rate Asset Backed Certificates, Series 1996-7 (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 11th day of December, 1996.
FIRST USA BANK
By:____________________________
Name: W. Todd Peterson
Title: Vice President
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<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: December 11, 1996
By:__________________________
Name:
Title:
A-3-5
<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 1996-7 (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 Cer tificates 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 be
A-3-6
<PAGE>
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 $483,060,000. The Class A
Invested Amount for any monthly Distribution Date will be an amount equal to
$483,060,000 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 5.68875%
per annum on the Class A Initial Invested Amount from December 11, 1996 through
January 9, 1997, and for each Interest Period thereafter, the Class A
Certificates will bear interest at a per annum rate of 0.095% in excess of LIBOR
as determined by the Trustee on
A-3-7
<PAGE>
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 January 10, 1997, 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 January 10, 1997 and on each
Distribution Date thereafter until the Series 1996-7 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-3-8
<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-3-9
<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. On each Transfer Date following the commencement of the Accumulation
Period, prior to the earlier of the payment of the Class A Invested Amount in
full and the commencement of the Rapid Amortization Period, the Trustee will
deposit in the Principal Funding Account an amount equal to the least of (a)
Available Investor Principal Collections with respect to the preceding Monthly
Period, (b) the applicable Controlled Deposit Amount and (c) the Class A
Adjusted Invested Amount prior to any such deposit on such day. Amounts in the
Principal Funding Account will be paid to the Class A Certificateholders on the
Class A Scheduled Payment Date. After the full amount of the Class A Invested
Amount has been deposited in the Principal Funding Account and beginning with
the Transfer Date related to the Class B Principal Commencement Date, prior to
the commencement of the Rapid Amortization Period, the Trustee will deposit in
the Principal Funding Account an amount equal to the least of (a) the Available
Investor Principal Collections with respect to the preceding Monthly Period
remaining after application thereof to the Class A Invested Amount, (b) the
applicable Controlled Deposit Amount (minus the Class A Monthly Principal with
respect to such Transfer Date) and (c) the Class B Adjusted Invested Amount
prior to any such deposit on such day. After payment in full of the Class A
Invested Amount, amounts in the Principal Funding Account will be paid to the
Class B Certificateholders on the Class B Scheduled Payment Date. After the full
amount of the sum of the Class A Invested Amount and the Class B Invested Amount
has been deposited in the Principal Funding Account, prior to the commence-
A-3-10
<PAGE>
ment of the Rapid Amortization Period, the Trustee will deposit in the Principal
Funding Account an amount equal to the least of (a) the Available Investor
Principal Collections with respect to the preceding Monthly Period remaining
after application thereof to the Class A Invested Amount and the Class B
Invested Amount, (b) the applicable Controlled Deposit Amount (minus the Class
A Monthly Principal and the Class B Monthly Principal with respect to such
Transfer Date) and (c) the CIA Adjusted Invested Amount prior to any such
deposit on such day. After payment in full of the Class A Invested Amount and
the Class B Invested Amount, amounts in the Principal Funding Account will be
paid to the CIA Certificateholders on the CIA Scheduled Payment Date. During the
Accumulation Period, the portion of Available Investor Principal Collections not
applied to Class A Monthly Principal, Class B Monthly Principal or CIA Monthly
Principal on a Transfer Date will generally be treated as Excess Principal
Collections.
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 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
A-3-11
<PAGE>
February 2000 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.
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 1996-7 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 Certificateholders of each Class of
Certificates, sequentially, in order of seniority, 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 Invested Amount
is 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
A-3-12
<PAGE>
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 February
2000 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 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 October 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
A-3-13
<PAGE>
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 1996-7 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 1996-7 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 1996-7
Certificate will be made by the Trustee by, except as otherwise provided in the
Agreement, check mailed to the address of each Series
A-3-14
<PAGE>
1996-7 Certificateholder of record appearing in the Certificate Register and
except for the final distribution in respect of this Series 1996-7 Certificate,
without the presentation or surrender of this Series 1996-7 Certificate or the
making of any notation thereon; provided that with respect to Series 1996-7
--------
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 1996-7 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 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.
A-3-15
<PAGE>
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-3-16
<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 de Luxembourg
14 Boulevard Royal
2449 Luxembourg
Grand-Duche de Luxembourg
A-3-17
<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 A CLASS B PERMANENT GLOBAL CERTIFICATE IN BEARER FORM
WITHOUT 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. $43,650,000
CLASS B FLOATING RATE ASSET BACKED CERTIFICATES,
SERIES 1996-7
Class B Scheduled Payment Date:
The February 2000 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)//TM/ 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 trustee (the "Trustee") of the Trust (the "Agreement";
such term to include any Supplement or amendment thereto) as amended by
Assignment No. 23 of Receivables in Additional Accounts dated as of December
11, 1996 among the Bank, as Transferor and Servicer, the Trustee and The Bank of
New York (Delaware), as trustee of the First USA Credit Card Master Trust II,
and as supplemented by the Series 1996-7 Supplement (the "Series 1996-7
Supplement"), dated as of December 11, 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 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 1996-7 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
__________________________
* VISA/(R)/ and MasterCard/ are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
B-1-2
<PAGE>
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 1996-7 (the
"Class A Certificates") and the First USA Credit Card Master Trust Class B
Floating Rate Asset Backed Certificates, Series 1996-7 (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 1996-7 (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
B-1-3
<PAGE>
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.
Interest payable on any Distribution Date with respect to the portion
of this Class B Temporary Global Certificate not exchanged for the Class B
Permanent Global Certificate shall be held by the Principal Paying Agent for
payment (without interest accrued thereon) with delivery of the Class B
Permanent Global Certificate related thereto until such time as 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 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
B-1-4
<PAGE>
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 Permanent Global
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
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-1-5
<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 11th day of December, 1996.
FIRST USA BANK
By:____________________________
Name: W. Todd Peterson
Title: Vice President
B-1-6
<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: December 11, 1996
By:__________________________
Name:
Title:
B-1-7
<PAGE>
Schedule A
SCHEDULE OF EXCHANGES
FOR CLASS B CERTIFICATES REPRESENTED BY
THE CLASS B PERMANENT GLOBAL CERTIFICATE OR
REDEMPTIONS OR PURCHASES AND CANCELLATIONS
The following exchanges of a part of this Class B Temporary Global Certificate
for the Class B Permanent Global Certificate, in whole or in part, or
redemptions, purchases or cancellations of this Class B Temporary Global
Certificate have been made:
<TABLE>
<CAPTION>
Part of principal
amount of this Class B
Temporary Global
Certificate exchanged Remaining principal
for Class B Certifi- amount of this Class B
cates represented by Temporary Global
Date of exchange or the Class B Permanent Certificate following Amount of interest
redemption or Global Certificate or such exchange, or re- paid with delivery of
purchase or cancella- redeemed or pur- demption or purchase the Class B Permanent Notation made by or
tion chased or cancelled or cancellation Global Certificate on behalf of the Trust
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- ----------------------- --------------------- --------------------- --------------------- ----------------------
- ----------------------- --------------------- --------------------- --------------------- ----------------------
- ----------------------- --------------------- --------------------- --------------------- ----------------------
- ----------------------- --------------------- --------------------- --------------------- ----------------------
</TABLE>
B-1-8
<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 de Luxembourg
14 Boulevard Royal
2449 Luxembourg
Grand-Duche de Luxembourg
<PAGE>
EXHIBIT B-2
FORM OF CLASS B PERMANENT 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 PERMANENT 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 PERMANENT GLOBAL CERTIFICATE
representing
FIRST USA CREDIT CARD MASTER TRUST
U.S. $43,650,000
CLASS B FLOATING RATE ASSET BACKED CERTIFICATES,
SERIES 1996-7
Class B Scheduled Payment Date:
The February 2000 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-2-1
<PAGE>
and MasterCard/(R)//TM/ 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 Permanent 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 trustee (the "Trustee") of the Trust (the "Agreement";
such term to include any Supplement or amendment thereto) as amended by
Assignment No. 23 of Receivables in Additional Accounts dated as of December
11, 1996 among the Bank, as Transferor and Servicer, the Trustee and The Bank of
New York (Delaware), as trustee of the First USA Credit Card Master Trust II,
and as supplemented by the Series 1996-7 Supplement (the "Series 1996-7
Supplement"), dated as of December 11, 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 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 1996-7 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
___________________
* VISA/(R)/ and MasterCard/ (R)/ are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
B-2-2
<PAGE>
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 1996-7 (the
"Class A Certificates") and the First USA Credit Card Master Trust Class B
Floating Rate Asset Backed Certificates, Series 1996-7 (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 1996-7 (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
B-2-3
<PAGE>
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.
This Class B Permanent Global Certificate is to be held by a common
depositary for Morgan Guaranty Trust Company of New York, Brussels Office, as
operator of the Euroclear System ("Euroclear"), and Cedel, societe anonyme
("Cedel") on behalf of account holders which have the Class B Certificates
represented by this Class B Permanent Global Certificate credited to their
respective securities accounts with Euroclear or Cedel from time to time.
For value received, the Trust, subject to and in accordance with the
Pooling and Servicing Agreement, promises to pay to the bearer hereof on each
Distribution Date and the Class B Scheduled Payment Date, or on such earlier
date as the Class B Certificates may become due and repayable in accordance with
the Pooling and Servicing Agreement, the amount payable under the Pooling and
Servicing Agreement on any repurchase of the Class B Certificates then
represented by this Class B Permanent Global Certificate and to pay interest (if
any) on the principal amount of the Class B Certificates from time to time
represented by this Class B Permanent Global Certificate calculated and payable
as provided in the Pooling and Servicing Agreement, upon presentation and, at
maturity, surrender of this Class B Permanent Global Certificate at the
principal office of the Principal Paying Agent in London, England, or at the
offices of any of the other paying agents located outside the United States
(except as provided in the Pooling and Servicing Agreement) from time to time
appointed by the Trustee in respect of the Class B Certificates. Interest on
this Class B Permanent Global Certificate is payable only outside the United
States (except as provided in the Pooling and Servicing Agreement). Any monies
paid by the Trustee to the Principal Paying Agent for the payment of principal
or interest on any Class B Certificates and remaining unclaimed at the end of
two years after such principal or interest shall have become due and payable
(whether at maturity or other-
B-2-4
<PAGE>
wise) shall then be repaid to the Trust and upon such repayment all liability of
the Principal Paying Agent with respect thereto shall thereupon cease, without,
however, limiting in any way any obligation the Trust may have to pay the
principal of or interest on such Class B Certificates as the same shall become
due. On any payment of interest or principal being made details of such payment
shall be entered by or on behalf of the Trust in Schedule A hereto and the
relevant space in Schedule B hereto recording any such payment shall be signed
by or on behalf of the Trust.
On any redemption, purchase, exchange or cancellation of any of the
Class B Certificates represented by this Class B Permanent 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 Permanent Global Certificate and the Class B
Certificates represented by this Class B Permanent Global Certificate shall be
reduced by the principal amount so redeemed, purchased, exchanged or cancelled.
The Class B Certificates represented by this Class B Permanent Global
Certificate were originally represented by the Class B Temporary Global
Certificate. Unless the Class B Temporary Global Certificate was exchanged in
whole on the issue hereof, interests in such Temporary Global Certificate may be
further exchanged, on the terms and conditions set out therein, for interests in
this Class B Permanent Global Certificate. If any such exchange occurs following
the issue hereof, the Trustee or its agent shall endorse Schedule B hereto to
reflect the increase in the aggregate principal amount of this Class B Permanent
Global Certificate due to each such exchange, whereupon the principal amount
hereof shall be increased for all purposes by the amount so exchanged and
endorsed.
This Class B Permanent Global Certificate may be exchanged, free of
charge, in whole, for security-printed Class B Bearer Certificates in
denominations of U.S. $100,000 and U.S. $10,000 each. Subject to the terms of
the Pooling and Servicing Agreement, after the Temporary Global Certificate
Exchange Date, such exchange will be made upon presentation of this Class B
Permanent Global Certificate by the bearer hereof on any day (other than a
Saturday or a Sunday) on which banks are open for business in London at the
principal office of the Principal Paying Agent in London, England. The aggregate
principal amount
B-2-5
<PAGE>
of Class B Bearer Certificates issued upon an exchange of this Class B Permanent
Global Certificate will be equal to the aggregate principal amount of this Class
B Permanent Global Certificate as shown in Schedule B hereto. On an exchange of
the whole of this Class B Permanent Global Certificate, this Class B Permanent
Global Certificate shall be surrendered to the Principal Paying Agent. The
security-printed Class B Bearer Certificates to be delivered in exchange for
this Class B Permanent Global Certificate shall be delivered only outside the
United States.
Until the exchange of this Class B Permanent Global Certificate as
aforesaid, the bearer hereof shall in all respects be entitled to the same
benefits as if it were the bearer of Class B Bearer Certificates and the Coupons
in the form set out in the Pooling and Servicing Agreement.
Notwithstanding any of the foregoing, any Class B Bearer Certificate
issued in exchange for a beneficial interest in the Permanent 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 PERMANENT 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
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-2-6
<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 11th day of December, 1996.
FIRST USA BANK
By:____________________________
Name: W. Todd Peterson
Title: Vice President
B-2-7
<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: December 11, 1996
By:__________________________
Name:
Title:
B-2-8
<PAGE>
SCHEDULE A
- ----------
PART I
------
<TABLE>
<CAPTION>
Total Amount Confirmation of
Interest Date of of Interest Amount of payment by or on
Payment Date Payment Payable Interest Amount behalf of the Trust
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
First ------- ------------ --------------- --------------------
Second ------- ------------ --------------- --------------------
</TABLE>
[continue numbering until the appropriate number of interest payment dates for
the particular Series of Certificates is reached]
B-2-9
<PAGE>
PART II
-------
PRINCIPAL PAYMENTS
------------------
<TABLE>
<CAPTION>
Confirmation of
payment by or on
Date of Payment Total Amount Payable Total Amount Paid behalf of the Trust
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
- --------------- -------------------- ----------------- -------------------
- --------------- -------------------- ----------------- -------------------
</TABLE>
[continue numbering until the appropriate number of installment dates for the
particular Series of Certificates is reached]
<PAGE>
Schedule B
SCHEDULE OF EXCHANGES OF THE CLASS B TEMPORARY
----------------------------------------------
GLOBAL CERTIFICATE
------------------
OR REDEMPTIONS OR PURCHASES AND CANCELLATIONS
---------------------------------------------
The following increases of this Class B Permanent Global Certificate, or
redemptions or purchases or cancellations of this Class B Permanent Global
Certificate have been made:
<TABLE>
<CAPTION>
Increase in principal
amount of this Class B
Permanent Global
Certificate due to Remaining principal amount
exchanges of the Class B of this Class B Permanent
Temporary Global Global Certificate
Date of exchange, or Certificate for this Class following such exchange, Notation made by
redemption or purchase B Permanent Global or redemption or purchase or on behalf of
or cancellation Certificate or cancellation the Trust
<S> <C> <C> <C>
- ----------------------- -------------------------- -------------------------- ----------------------
- ----------------------- -------------------------- -------------------------- ----------------------
- ----------------------- -------------------------- -------------------------- ----------------------
- ----------------------- -------------------------- -------------------------- ----------------------
</TABLE>
<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 de Luxembourg
14 Boulevard Royal
2449 Luxembourg
Grand-Duche de Luxembourg
<PAGE>
EXHIBIT B-3
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 1996-7
Class B Scheduled Payment Date:
The February 2000 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-3-1
<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 trustee (the "Trustee") of the Trust (the
"Agreement"; such term to include any Supplement or amendment thereto) as
amended by Assignment No. 23 of Receivables in Additional Accounts dated as of
December 11, 1996 among the Bank, as Transferor and Servicer, the Trustee and
The Bank of New York (Delaware), as trustee of the First USA Credit Card Master
Trust II, and as supplemented by the Series 1996-7 Supplement (the "Series 1996-
7 Supplement"), dated as of December 11, 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 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 1996-7 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 B Certificate does not purport to
summarize the Agreement and reference is made to the Agreement for
B-3-2
<PAGE>
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 1996-7 (the
"Class A Certificates") and the First USA Credit Card Master Trust Class B
Floating Rate Asset Backed Certificates, Series 1996-7 (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-3-3
<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 11th day of December, 1996.
FIRST USA BANK
By:____________________________
Name: W. Todd Peterson
Title: Vice President
B-3-4
<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: December 11, 1996
By:__________________________
Name:
Title:
B-3-5
<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 1996-7 (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 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
B-3-6
<PAGE>
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 $43,650,000. The Class B
Invested Amount for any monthly Distribution Date will be an amount equal to
$43,650,000 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.
The Class B Certificates will bear interest at the rate of 5.88375%
per annum on the Class B Initial Invested Amount from December 11, 1996 through
January 9, 1997, and for each Interest Period thereafter, the Class B
Certificates will bear interest at a per annum rate of
B-3-7
<PAGE>
0.29% 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 January 10, 1997, 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
Invested Amount 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 January 10,
1997 and on each Distribution Date thereafter until the Series 1996-7
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 ap plied 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) 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
B-3-8
<PAGE>
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 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
B-3-9
<PAGE>
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. On each Transfer Date following the commencement of the Accumulation
Period, prior to the earlier of the payment of the Class A Invested Amount in
full and the commencement of the Rapid Amortization Period, the Trustee will
deposit in the Principal Funding Account an amount equal to the least of (a)
Available Investor Principal Collections with respect to the preceding Monthly
Period, (b) the applicable Controlled Deposit Amount and (c) the Class A
Adjusted Invested Amount prior to any such deposit on such day. Amounts in the
Principal Funding Account will be paid to the Class A Certificateholders on the
Class A Scheduled Payment Date. After the full amount of the Class A Invested
Amount has been deposited in the Principal Funding Account and beginning with
the Transfer Date related to the Class B Principal Commencement Date, prior to
the commencement of the Rapid Amortization Period, the Trustee will deposit in
the Principal Funding Account an amount equal to the least of (a) the Available
Investor Principal Collections with respect to the preceding Monthly Period
remaining after application thereof to the Class A Invested Amount, (b) the
applicable Controlled Deposit Amount (minus the Class A Monthly Principal with
respect to such Transfer Date) and (c) the Class B Adjusted Invested Amount
prior to any such deposit on such day. After payment in full of the Class A
Invested Amount, amounts in the Principal Funding Account will be paid to the
Class B Certificateholders on the Class B Scheduled Payment Date. After the full
amount of the sum of the Class A Invested Amount and the Class B Invested Amount
has been deposited in the Principal Funding Account, prior to the commencement
of the Rapid Amortization Period, the Trustee will deposit in the Principal
Funding Account an amount equal to the least of (a) the Available Investor
Principal Collections with respect to the preceding Monthly Period remaining
after application thereof to the Class A Invested Amount and the Class B
Invested Amount, (b) the applicable Controlled Deposit Amount (minus the Class
A Monthly Principal and the Class B Monthly Principal with respect to such
Transfer Date) and (c) the CIA Adjusted Invested Amount prior to any such
deposit on such day. After payment in full of the Class A Invested Amount and
the
B-3-10
<PAGE>
Class B Invested Amount, amounts in the Principal Funding Account will be paid
to the CIA Certificateholders on the CIA Scheduled Payment Date. During the
Accumulation Period, the portion of Available Investor Principal Collections not
applied to Class A Monthly Principal, Class B Monthly Principal or CIA Monthly
Principal on a Transfer Date will generally be treated as Excess Principal
Collections.
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 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 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 February 2000 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.
B-3-11
<PAGE>
On the February 2000 Distribution Date if the Class A Invested Amount
is paid in full, Available Investor Principal Collections and Excess Principal
Collections allocable to Series 1996-7 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 1996-7 are
insufficient to pay in full the Class B Invested Amount on the February 2000
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 1996-7 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 Certificateholders of each Class of
Certificates, sequentially, in order of seniority, 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 Invested Amount
is 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
B-3-12
<PAGE>
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 February
2000 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 October 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
B-3-13
<PAGE>
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 1996-7 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 1996-7 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 1996-7
Certificate will be made by the Trustee by, except as otherwise provided in the
Agreement, wire transfer mailed to the address of each
B-3-14
<PAGE>
Series 1996-7 Certificateholder of record appearing in the Certificate Register
and except for the final distribution in respect of this Series 1996-7
Certificate, without the presentation or surrender of this Series 1996-7
Certificate or the making of any notation thereon; provided that with respect to
--------
Series 1996-7 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,
and neither the Series 1996-7 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.
B-3-15
<PAGE>
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.
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-3-16
<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 de Luxembourg
14 Boulevard Royal
2449 Luxembourg
Grand-Duche de Luxembourg
B-3-17
<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 (INCLUDING FOR PURPOSES OF CLAUSE (IV) OR (V), ANY
INSURANCE COMPANY GENERAL ACCOUNT, BUT EXCLUDING ANY ENTITY REGISTERED UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED) (EACH SUCH PERSON DESCRIBED IN
CLAUSES (I) THROUGH (V), A "PLAN PURCHASER"); PROVIDED, HOWEVER, THAT A
PURCHASER SHALL NOT BE REQUIRED TO MAKE THE REPRESENTATIONS AND WARRANTIES SET
FORTH IN ANY OF CLAUSES (I) THROUGH (V) ABOVE IF THE TRUSTEE SHALL HAVE RECEIVED
THE PRIOR WRITTEN CONSENT OF THE TRANSFEROR TO THE TRANSFER TO SUCH ENTITY; AND
PROVIDED, FURTHER, THAT NO SUCH CONSENT SHALL BE GRANTED IF THE TRANSFEROR
DETERMINES IN ITS SOLE AND ABSOLUTE DISCRETION THAT SUCH TRANSFER WOULD CAUSE
THE AGGREGATE PERCENTAGE OF THE CIA INVESTED AMOUNT TRANSFERRED TO PLAN
PURCHASERS TO EQUAL OR EXCEED 25% OF THE CIA INVESTED AMOUNT AND ANY ATTEMPTED
TRANSFER THAT WOULD CAUSE THE PERCENTAGE OF THE CIA INVESTED AMOUNT TRANSFERRED
TO PLAN PURCHASERS TO EQUAL OR EXCEED 25% OF THE CIA INVESTED AMOUNT WILL BE
VOID.
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
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OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
APPLICABLE LAWS AND ONLY (1) TO THE TRANSFEROR, (2) TO A LIMITED NUMBER OF
INSTITUTIONAL "ACCREDITED INVESTORS" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR
(7) UNDER THE SECURITIES ACT) AND IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (UPON DELIVERY OF THE DOCUMENTATION REQUIRED
BY THE POOLING AND SERVICING AGREEMENT AND, IF THE TRUSTEE SO REQUIRES, AN
OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE) OR (3) PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A ("QIB") PURCHASING
FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE
HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A. EACH CERTIFICATE OWNER BY
ACCEPTING A BENEFICIAL INTEREST IN THIS CERTIFICATE IS DEEMED TO REPRESENT THAT
IT IS EITHER A QIB PURCHASING FOR ITS OWN ACCOUNT, A QIB PURCHASING FOR THE
ACCOUNT OF ANOTHER QIB OR 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 AND THE SERIES 1996-7 SUPPLEMENT 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 SERIES 1996-7 SUPPLEMENT.
No. R-1 $_______________
Series Termination
Date: October 10, 2002
FIRST USA CREDIT CARD MASTER TRUST
CIA CERTIFICATE, SERIES 1996-7
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)
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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 "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 trustee (the "Trustee") of the Trust (the "Agreement"; such term
to include any Supplement or amendment thereto) as supplemented by the Series
1996-7 Supplement (the "Series 1996-7 Supplement"), dated as of December 11,
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 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 1996-7 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
_____________________
/*/ VISA(R) and MasterCard(R) are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
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<PAGE>
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 CIA Certificate does not purport to summarize the Agreement or the
Spread Account Agreement, dated as of December 11, 1996, among the Trustee, the
Transferor, the Servicer and The Bank of New York, as initial collateral agent
(the "Spread Account Agreement") and reference is made to the Agreement and the
Spread Account 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 or in the Spread
Account Agreement. This Certificate is one of a Series of Certificates entitled
"First USA Credit Card Master Trust CIA Certificates, Series 1996-7" (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 and the Spread Account Agreement, to which Agreement
and Spread Account 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 or the Spread
Account Agreement, the terms of the Agreement and the Spread Account Agreement
shall govern.
The Transferor has structured the Agreement, the CIA Certificates, the
First USA Credit Card Master Trust Class A Floating Rate Asset Backed
Certificates, Series 1996-7 (the "Class A Certificates") and the First USA
Credit Card Master Trust Class B Floating Rate Asset Backed Certificates, Series
1996-7 (the "Class B Certificates") with the intention that the CIA
Certificates, the Class A Certificates and Class B Certificates will qualify
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<PAGE>
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.
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 and outstanding from time to time 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 $55,290,000. The CIA Invested
Amount for any monthly Distribution Date will be an amount equal to (i) CIA
Initial Invested Amount, minus (ii) the aggregate amount of principal payments
-----
made to the CIA Certificateholders prior to such Distribution Date, minus (iii)
-----
the aggregate amount of CIA Investor Charge-Offs for all prior Distribution
Dates allocated to the CIA Certificates, minus (iv) 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
allocated to the CIA Certificates, minus (v) an amount
-----
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<PAGE>
equal to the aggregate amount by which the CIA Invested Amount has been reduced
to fund the Class A Investor Default Amount and the Class B Investor Default
Amount on all prior Distribution Dates as described in the Agreement and
allocated to the CIA Certificates and plus (vi) 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 (ii),
(iii) and (iv); provided, however, that the CIA Invested Amount may not be
-------- -------
reduced below zero.
The CIA Certificates will bear interest at the rate of ______% per
annum from December 11, 1996 through January 9, 1997, and for each Interest
Period thereafter, the CIA Certificates will bear interest at a per annum rate
of ____% 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 "CIA
Certificate Rate"). Interest will be distributed to the extent of available
funds on January 10, 1997, 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 Invested
Amount 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 January 10, 1997 and on each Distribution Date thereafter until the
Series 1996-7 Termination Date. Interest will be payable monthly on each
Distribution Date to the CIA Certificateholders of record as of the related
Record Date in accordance with the provisions of the Spread Account Agreement.
The Record Date with respect to any Distribution Date shall be the last day of
the calendar month preceding such Distribution Date.
The Servicer will establish and maintain a "Spread Account" with The
Bank of New York, as collateral agent (the "Collateral Agent") or a Qualified
Institution which at all times has a short-term rating of "P-1" by
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Moody's and "A-1" by Standard & Poor's for the benefit of the CIA
Certificateholders and First USA Bank as holder of the Exchangeable Transferor
Certificate, pursuant to the Spread Account Agreement. Amounts on deposit in the
Spread Account will be used to fund shortfalls in amounts available to fund the
CIA Required Amount and to make payments to the CIA Certificateholders,
following payment in full of the Class A Invested Amount and the Class B
Invested Amount, of the Repayment Amount as provided in the Spread Account
Agreement. Under certain circumstances described in the Spread Account
Agreement, the Spread Account will be funded by Excess Finance Charge
Collections and in certain circumstances such amounts may be released from the
Spread Account. On the date on which all amounts due to the Certificateholders
have been paid in full, all amounts, if any, then remaining in the Spread
Account shall be distributed to the holder of the Exchangeable Transferor
Certificate or the spread replacement amount providers, as appropriate.
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
CIA Certificates shall be equal to one-twelfth of the product of the Series
Servicing Fee Percentage and the CIA Adjusted In-
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vested Amount on the last day of the preceding Monthly Period (the "CIA Monthly
Servicing Fee").
As described in the Agreement, Collections of Principal Receivables
with respect to any Monthly Period will be allocated on the related
Determination Date on the basis of the aggregate Investor Percentage of all
Series and the Transferor Percentage with respect to the Principal Receivables.
Such allocation will be performed both during the Revolving Period and any
Amortization Period. Throughout the existence of the Trust, the Servicer will
allocate to the Transferor, as holder of the Exchangeable Transferor
Certificate, an amount equal to the Transferor Percentage of the aggregate
amount of Collections of Finance Charge Receivables and Principal Receivables
for each Monthly Period. During the Revolving Period relating to the 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. On each Transfer Date following the commencement of the Accumulation
Period, prior to the earlier of the payment of the Class A Invested Amount in
full and the commencement of the Rapid Amortization Period, the Trustee will
deposit in the Principal Funding Account an amount equal to the least of (a)
Available Investor Principal Collections with respect to the preceding Monthly
Period, (b) the applicable Controlled Deposit Amount and (c) the Class A
Adjusted Invested Amount prior to any such deposit on such day. Amounts in the
Principal Funding Account will be paid to the Class A Certificateholders on the
Class A Scheduled Payment Date. After the full amount of the Class A Invested
Amount has been deposited in the Principal Funding
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Account and beginning with the Transfer Date related to the Class B Principal
Commencement Date, prior to the commencement of the Rapid Amortization Period,
the Trustee will deposit in the Principal Funding Account an amount equal to the
least of (a) the Available Investor Principal Collections with respect to the
preceding Monthly Period remaining after application thereof to the Class A
Invested Amount, (b) the applicable Controlled Deposit Amount (minus the Class A
Monthly Principal with respect to such Transfer Date) and (c) the Class B
Adjusted Invested Amount prior to any such deposit on such day. After payment in
full of the Class A Invested Amount, amounts in the Principal Funding Account
will be paid to the Class B Certificateholders on the Class B Scheduled Payment
Date. After the full amount of the sum of the Class A Invested Amount and the
Class B Invested Amount has been deposited in the Principal Funding Account,
prior to the commencement of the Rapid Amortization Period, the Trustee will
deposit in the Principal Funding Account an amount equal to the least of (a) the
Available Investor Principal Collections with respect to the preceding Monthly
Period remaining after application thereof to the Class A Invested Amount and
the Class B Invested Amount, (b) the applicable Controlled Deposit Amount (minus
the Class A Monthly Principal and the Class B Monthly Principal with respect to
such Transfer Date) and (c) the CIA Adjusted Invested Amount prior to any such
deposit on such day. After payment in full of the Class A Invested Amount and
the Class B Invested Amount, amounts in the Principal Funding Account will be
paid to the CIA Certificateholders on the CIA Scheduled Payment Date. Principal
on the CIA Certificates is scheduled to be distributed on the February 2000
Distribution Date. During the Accumulation Period, the portion of Available
Investor Principal Collections not applied to Class A Monthly Principal, Class B
Monthly Principal or CIA Monthly Principal on a Transfer Date will generally be
treated as Excess Principal Collections.
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 until the Accumulation
Period begins, the Servicer will determine the "Accumulation Period Length,"
which is the number of months expected to be
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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 February 2000 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 February 2000 Distribution Date if the Class A Invested Amount
is paid in full, Available Investor Principal Collections and Excess Principal
Collections allocable to Series 1996-7 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 1996-7 are
insufficient to pay in full the Class B Invested Amount on the February 2000
Distribution Date, the Rapid Amortization Period will commence.
On the February 2000 Distribution Date if the Class A Invested Amount
and the Class B Invested Amount each is paid in full, Available Investor
Principal Col-
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lections and Excess Principal Collections allocable to Series 1996-7 remaining
after payment in full of the Class A Invested Amount and the Class B Invested
Amount 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 1996-7 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 Certificateholders of each Class of
Certificates, sequentially, in order of seniority, 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 Invested Amount
is 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
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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 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. After payment in full of the Class A Invested Amount and the
Class B Invested Amount, amounts deposited in the Principal Funding Account for
the benefit of the CIA Certificates will be paid to the CIA Certificateholders
on the February 2000 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 in full of the Class A Invested Amount and the
Class B Invested Amount 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
and the CIA Investor Principal Balance pursuant to the Spread Account Agreement.
All principal of and interest on the CIA Certificates is due and payable no
later than October 10, 2002 (or if such day is not a Business
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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
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 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 CIA 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 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
C-13
<PAGE>
Trustee, the Paying Agent and the Transfer Agent and Registrar, nor any agent of
any of them or of any such agent, shall be affected by notice to the contrary
except in certain circumstances described in the Agreement.
The Agreement and any Supplement may be amended by the Transferor, the
Servicer and the Trustee, without the consent of certificateholders of any
Series then outstanding for any purpose, provided that (i) the Transferor shall
--------
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 1996-7 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 1996-7 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
(i) it will not institute or join against the Trust and (ii) it will not, in its
capacity as a Certificateholder, institute or join against 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
C-14
<PAGE>
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, participated, 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. No transfers of partial interests in this
Certificate shall be permitted.
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 each of the Transferor and the
Servicer shall have granted 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.
C-15
<PAGE>
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 any, under Section 1446 of
the Code), or (B) an estate or trust the income of which is includible in gross
income for United States federal income tax purposes. If the holder hereof is
(a) a person described in clause (A)(i) or (A)(ii) above, it has furnished to
the Servicer and the Trustee, a properly executed United States Internal Revenue
Service Form W-9 and agrees to furnish a new Form W-9, or any successor
applicable form, upon the expiration or obsolescence of any previously delivered
form or (b) a person described in clause (A)(iii) above, it has furnished to the
Servicer and the Trustee, a properly executed United States Internal Revenue
Service Form 4224 and agrees to furnish a new Form 4224, or any successor
applicable form, upon the expiration or obsolescence of any previously delivered
form, and comparable statements in accordance with applicable United States
laws.
C-16
<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 11th day of December, 1996.
FIRST USA BANK
By:____________________________________
Name: W. Todd Peterson
Title: 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: December 11, 1996
By:_______________________________
Name:
Title:
C-17
<PAGE>
EXHIBIT D
MONTHLY ALLOCATIONS AND PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
FIRST USA BANK
___________________________________________
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1996-7
___________________________________________
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 1996-7
Supplement dated December 11, 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.
<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 ======================
<PAGE>
2. A. Class B Finance Charge Allocations
Principal Funding Investment Proceeds N/A
Reserve Account Withdrawals N/A
--------------
Total Class B Available Funds
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. CIA Finance Charge Allocations
Principal Funding Investment Proceeds N/A
Reserve Account Withdrawals N/A
--------------
Total CIA Available Funds
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):
------------------------------------
<PAGE>
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 ==============
II. APPLICATION OF EXCESS FINANCE CHARGE COLLECTIONS
------------------------------------------------
Pursuant to Section 4.13, the Servicer hereby instructs
the Trustee to apply Excess Finance Charge Collections,
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
<PAGE>
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
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)
=================
<PAGE>
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
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
==================
<PAGE>
(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 Spread Account Replacement Facility)
(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 Spread Account Replacement
Facility)
<PAGE>
EXHIBIT E
MONTHLY CERTIFICATEHOLDERS' STATEMENT
FIRST USA BANK
___________________________________________
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1996-7
___________________________________________
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 $_____ per Series 1996-7 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
$____ original certificate principal amount
Class A
Class B
CIA Inv. Amt.________________________
Total (weighted avg.)
B. The amount of the distribution
in respect of interest on
the Certificates, per $____ original
certificate principal amount
<PAGE>
Class A
Class B
CIA Inv. Amt. __________________
Total (weighted avg.)
C. The amount of the distribution
in respect of principal on the Certificates, per
$____ 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
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
==================
<PAGE>
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 2.C.(b) above as a
percentage of the aggregate amount of Principal
Receivables set forth in paragraph 2.C.(a) above
Class A
Class B
CIA Inv. Amt. _____________________
Total
(d) During the Amortization Period: The Invested
Amount as of January 31, 1999 (the last day
of the Revolving Period)
Class A N/A
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 2.C.(d) above as a
percentage of the aggregate amount of Principal
Receivables set forth in paragraph 2.C.(a) above
Class A N/A
Class B N/A
CIA Inv. Amt. N/A
------------------
Total N/A
<PAGE>
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
==================
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 2.F.(a) above, per
$____ original certificate principal amount (which
will have the effect of reducing, pro rata, the
amount of each Certificateholder's investment)
Class A
<PAGE>
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 2.C.(c) above, per
$_____ 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
==================
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.
<PAGE>
Class B
CIA Inv. Amt. __________________
Total
==================
I. CIA Invested Amount
-------------------
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
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 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
<PAGE>
(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
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
<PAGE>
(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
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 (7.A.(d) plus 4.B. above) N/A
D. The Portfolio Adjusted Yield
----------------------------
The Portfolio Adjusted Yield for the related Mthly
Period
<PAGE>
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 1996-7, 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 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
<PAGE>
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:
<PAGE>
LIST OF PAYING AGENTS
----------------------
PRINCIPAL PAYING AGENT
----------------------
Union Bank of Switzerland, London Branch
100 Liverpool Street
London, England
EC2M 2RH
OTHER PAYING AGENT
------------------
Banque de Luxembourg
14 Boulevard Royal
2449 Luxembourg
Grand-Duche de Luxembourg
<PAGE>
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 1996-7, 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 the 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 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
<PAGE>
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:
<PAGE>
LIST OF PAYING AGENTS
---------------------
PRINCIPAL PAYING AGENT
----------------------
Union Bank of Switzerland, London Branch
100 Liverpool Street
London, England
EC2M 2RH
OTHER PAYING AGENT
------------------
Banque de Luxembourg
14 Boulevard Royal
2449 Luxembourg
Grand-Duche de Luxembourg
<PAGE>
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 1996-7 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 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
<PAGE>
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:
<PAGE>
LIST OF PAYING AGENTS
---------------------
PRINCIPAL PAYING AGENT
----------------------
Union Bank of Switzerland, London Branch
100 Liverpool Street
London, England
EC2M 2RH
OTHER PAYING AGENT
------------------
Banque de Luxembourg
14 Boulevard Royal
2449 Luxembourg
Grand-Duche de Luxembourg
<PAGE>
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 1996-7
[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), 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 indi-
<PAGE>
rectly 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 /*/.
Yours faithfully,
[MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
Brussels office, as operator of the Euroclear
System
or
CEDEL BANK, SOCIETE ANONYME]/**/
By:_____________________________
____________________
/*/ 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.
/**/ Delete the inappropriate reference.
<PAGE>
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 1996-7
[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.
This certificate excepts and does not relate to U.S. $__________
principal amount of Certificates held by
<PAGE>
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: /1/ by__________________________
As, or as agent for, the beneficial
owner(s) of the interest in the
Certificates to which this certificate
relates.
____________________
/1/ This Certificate must be dated no earlier than 15 days prior to the
Temporary Global Certificate Exchange Date.
<PAGE>
EXHIBIT H
[DATE]
First USA Bank
201 North Walnut Street
Wilmington, Delaware 19801
The Bank of New York (Delaware)
White Clay Center
Route 273
Newark, Delaware 19711
Re: CIA Certificates, Series 1996-8
-----------------------------------------
Ladies and Gentlemen:
In connection with our proposed purchase of $_________ in principal amount
of First USA Credit Card Master Trust, CIA Certificates, Series 1996-8 (the "CIA
Certificates"), we confirm that:
1. We have received a copy of the Private Placement Memorandum dated
December 4, 1996 relating to the CIA Certificates (the "Private Placement
Memorandum") and such other information and documentation as we deem necessary
in order to make our investment decision. We understand that the Private
Placement Memorandum and any such other information and documentation speaks
only as of its date and that the information contained in the Private Placement
Memorandum and such other information and documentation may not be correct or
complete as of any time subsequent to such date.
2. We agree to be bound by the restrictions and conditions set forth in
the Pooling and Servicing Agreement, dated as of September 1, 1992, as
supplemented by the Series 1996-8 Supplement dated as of December 11, 1996 (the
"Series 1996-8 Supplement" and together with the Pooling and Servicing
Agreement, the "Pooling and Servicing Agreement"), each by and between First USA
Bank, as transferor and servicer, and The Bank of New
<PAGE>
York (Delaware) relating to the CIA Certificates and agree to be bound by, and
not reoffer, resell, pledge or otherwise transfer (any such act, a "Transfer")
the CIA Certificates except in compliance with, such restrictions and conditions
including but not limited to those in Section 11 of the Series 1996-8
Supplement.
3. We understand that the CIA Certificates have not been and will not be
registered under the Securities Act of 1933, as amended (the "Securities Act")
or any state securities law and agree that the CIA Certificates may be
reoffered, resold, pledged or otherwise transferred only in compliance with the
Securities Act and other applicable laws and only (i) to the Transferor, (ii) to
a limited number of institutional "accredited investors" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act) and in a transaction exempt
from the registration requirements of the Securities Act (upon delivery of the
documentation required by the Pooling and Servicing Agreement and, if the
Trustee so requires, an opinion of counsel satisfactory to the Trustee) or (iii)
pursuant to Rule 144A under the Securities Act to a person that we reasonably
believe is a qualified institutional buyer within the meaning of Rule 144A
("QIB") purchasing for its own account or a QIB purchasing for the account of a
QIB, whom we have informed, in each case, that the reoffer, resale, pledge or
other transfer is being made in reliance on Rule 144A.
4. We have neither acquired nor will we Transfer any CIA Certificate we
acquire (or any interest therein) or cause any CIA Certificate (or any interest
therein) to be marketed on or through an "established securities market" within
the meaning of Section 7704(b)(1) of the Internal Revenue Code of 1986, as
amended (the "Code") and any treasury regulation thereunder, including, without
limitation, an over-the-counter-market or an interdealer quotation system that
regularly disseminates firm buy or sell quotations.
5. We are not and will not become, for so long as we own any interest in
the CIA Certificates, a partnership, Subchapter S corporation or grantor trust
for United States federal income tax purposes. [If this representation cannot be
made, the Transferor, the
<PAGE>
Servicer or the Trustee may require additional representations.]
6. e are a person who is either (A)(i) a citizen or resident of the
United States, (ii) a corporation or other entity organized in or under the laws
of the United States or any political subdivision thereof or (iii) a person not
described in (i) or (ii) whose ownership of the CIA Certificates is effectively
connected with a such person's conduct of a trade or business within the United
States (within the meaning of the Code) and our ownership of any interest in a
CIA Certificate will not result in any withholding obligation with respect to
any payments with respect to the CIA Certificates by any person or (B) an estate
or trust the income of which is includible in gross income for United States
federal income tax purposes. We agree that (a) if we are a person described in
clause (A)(i) or (A)(ii) above, we will furnish to the person from whom we are
acquiring a CIA Certificate, the Servicer and the Trustee, a properly executed
U.S. Internal Revenue Service Form W-9 and a new Form W-9, or any successor
applicable form, upon the expiration or obsolescence of any previously delivered
form or (b) if we are a person described in clause (A)(iii) above, we will
furnish to the person from whom we are acquiring a CIA Certificate, the Servicer
and the Trustee, a properly executed U.S. Internal Revenue Service Form 4224 and
a new Form 4224, or any successor applicable form, upon the expiration or
obsolescence of any previously delivered form (and, in each case, such other
certifications, representations or opinions of counsel as may be requested by
the Transferor, the Servicer or the Trustee). We recognize that if we are a tax-
exempt entity, payments with respect to the CIA Certificates may constitute
unrelated business taxable income.
7. We understand that no subsequent Transfer of a CIA Certificate is
permitted unless (i) such Transfer is of a CIA Certificate with a denomination
of at least $1,000,000 and (ii) the Transferor and the Servicer each consent in
writing to the proposed Transfer, which consent shall be granted (assuming that
all other conditions to such Transfer are satisfied) unless either the
Transferor or the Servicer determines in its sole and absolute discretion that
such Transfer would create a risk that the Trust would be classified for federal
or any applicable state tax purposes as an association or publicly
H-3
<PAGE>
traded partnership taxable as a corporation; provided, that any attempted
--------
Transfer that would cause the number of Targeted Holders (as defined in the CIA
Purchase Agreement) to exceed ninety nine shall be void; and provided, further,
-------- -------
that there shall not at any time be more than 10 holders of CIA Certificates of
Series 1996-7 or such other number as may be consented to by the Transferor,
which consent may be withheld in its sole and absolute discretion.
8. We understand that the opinion of tax counsel that the Trust is not a
publicly traded partnership taxable as a corporation is dependent in part on the
accuracy of the representations in paragraphs 4, 5, 6 and 7 and that, if such
representations are not accurate, in addition to our being subject to having our
purchase rescinded, we will be liable for damages.
9. We are (a) an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3), or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the CIA Certificates,
and we and any account for which we are acting are each able to bear the
economic risk of our or its investment or (b) a "qualified institutional buyer"
(as defined in Rule 144A under the Securities Act) purchasing for our own
account or for the account of a "qualified institutional buyer" and we
understand that the sale to us is being made in reliance on Rule 144A under the
Securities Act.
10. We are acquiring each of the CIA Certificates purchased by us for our
own account or for a single account (each of which is an institutional
"accredited investor") as to which we exercise sole investment discretion.
THE FOLLOWING REPRESENTATION MUST BE GIVEN BY ALL PURCHASERS WHO ARE NOT PLAN
PURCHASERS
11. We are 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
H-4
<PAGE>
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 (including for purposes of
clause (iv) or (v) any insurance company general account, but excluding any
entity registered under the Investment Company Act of 1940, as amended).
THE FOLLOWING REPRESENTATION MUST BE GIVEN BY ALL PUR CHASERS WHO ARE PLAN
PURCHASERS
11. We are either (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 (including for
purposes of clause (iv) or (v) any insurance company general account, but
excluding any entity registered under the Investment Company Act of 1940, as
amended) (each Person described in clauses (i) through (v), a "Plan Purchaser")
and we acknowledge and understand that at no time shall the aggregate percentage
of the CIA Invested Amount Transferred to Plan Purchasers equal or exceed 25% of
the CIA Invested Amount.
12. We understand that any purported Transfer of any CIA Certificate in
contravention of the restrictions and conditions in paragraphs 1 through 11
above (including any violation of the representation in paragraph 5 by an
investor who continues to hold a CIA Certificate occurring any time after the
Transfer in which it acquired such CIA Certificate) shall be null and void and
the purported transferee shall not be recognized by the Trust or any other
person as a CIA Certificateholder for any purpose.
H-5
<PAGE>
13. We further understand that, on any proposed resale, pledge or
transfer of any CIA Certificates, we will be required to furnish to the Trustee
and the Registrar, such certification and other information as the Trustee or
the Registrar may reasonably require to confirm that the proposed sale complies
with the foregoing restrictions and with the restrictions and conditions of the
CIA Certificates and the Pooling and Servicing Agreement pursuant to which the
CIA Certificates were issued and we agree that if we determine to Transfer any
CIA Certificate, we will cause our proposed transferee to provide the
Transferor, the Servicer and the Trustee with a letter substantially in the form
of this letter. We further understand that CIA Certificates purchased by us will
bear a legend to the foregoing effect.
14. The person signing this letter on behalf of the ultimate beneficial
purchaser of the CIA Certificates has been duly authorized by such beneficial
purchaser of the CIA Certificates to do so.
15. The CIA Certificates purchased by us should be registered in the name
and issued in the denominations set forth on Schedule 1 hereto. All payments on
the CIA Certificates held by us should be wired to us in accordance with the
instructions set forth on Schedule 1 hereto unless we otherwise notify the
Transferor, the Servicer and the Trustee in writing.
You are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.
Very truly yours,
[NAME OF TRANSFEREE]
By:________________________
Name:
Title:
H-6
<PAGE>
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
1996-8 Certificates and to no other Series of Certificates issued by the Trust.
"Accumulation Period" shall mean, unless a Pay Out Event shall have
-------------------
occurred prior thereto, the period commencing at the close of business on
December 31, 2002, 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 1996-8
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 1996-8) 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 Monthly Period during the Accumulation
Period, the excess, if any, of the Controlled Deposit Amount for the previous
Monthly Period over the amount deposited into the Principal Funding Account
pursuant to subsections 4.09(e)(i), 4.09(e)(ii) and 4.09(e)(iii) of the
Agreement with respect to the Series 1996-8 Certificates for the previous
Monthly Period.
<PAGE>
Schedule 1
----------
Registration and Payment Instructions
-------------------------------------
Registration Instructions:
- -------------------------
Full Legal Name of Purchaser:__________________________
Number and Denomination of Certificates:_______________
_______________
Payment Instructions:
- --------------------
Name of Bank: ___________________
Address of Bank:___________________
Account Name: ___________________
Account Number: ___________________
ABA Number: ___________________
Reference: ___________________
<PAGE>
EXHIBIT 99.2
________________________________________________________________________________
FIRST USA BANK
Transferor and Servicer
and
THE BANK OF NEW YORK (DELAWARE)
on behalf of the Certificateholders
_____________________________
SERIES 1996-8 SUPPLEMENT
Dated as of December 11, 1996
to
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1992, as amended
_____________________________
$482,000,000
FIRST USA CREDIT CARD MASTER TRUST
Series 1996-8
________________________________________________________________________________
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
SECTION 1. Designation............................................ 1
SECTION 2. Definitions............................................ 2
SECTION 3. Reassignment and Transfer Terms........................ 26
SECTION 4. Delivery and Payment for the Series 1996-8
Certificates........................................... 27
SECTION 5. Depositary; Form of Delivery of Series 1996-8
Certificates........................................... 27
SECTION 6. Article IV of Agreement................................ 28
Article IV Rights of Certificateholders and Allocation and
Application of Collections............................. 29
Section 4.04 Rights of Certificateholders........................... 29
Section 4.05 Collections and Allocation............................. 29
Section 4.06 Determination of Monthly Interest for the Series
1996-8 Certificates.................................... 35
Section 4.07 Determination of Monthly Principal..................... 37
Section 4.08 Coverage of Required Amount for the Investor
Certificates........................................... 39
Section 4.09 Monthly Payments....................................... 40
Section 4.10 Payment of Certificate Interest........................ 46
Section 4.11 [Reserved]............................................. 46
Section 4.12 Investor Charge-Offs................................... 46
Section 4.13 Excess Finance Charge Collections for the Series
1996-8 Certificates.................................... 48
Section 4.14 Reallocated Principal Collections for the Series
1996-8 Certificates.................................... 51
Section 4.15 Determination of LIBOR................................. 52
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
Section 4.16 Principal Funding Account.............................. 53
Section 4.17 Reserve Account........................................ 55
SECTION 7. Article V of the Agreement............................. 57
Article V Distributions and Reports to
Investor Certificateholders............................ 57
Section 5.01 Distributions.......................................... 57
Section 5.02 Monthly Certificateholders' Statement.................. 59
Section 5.03 Rule 144A Information.................................. 62
SECTION 8. Series 1996-8 Pay Out Events........................... 62
SECTION 9. Series 1996-8 Termination.............................. 63
SECTION 10. Periodic Finance Charges and Other Fees................ 64
SECTION 11. Transfers of CIA Certificates; Legends................. 69
SECTION 12. Compliance with Withholding Requirements............... 69
SECTION 13. Tax Characterization of the CIA Certificates........... 69
SECTION 14. ERISA Legend........................................... 70
SECTION 15. Amendment and Ratification of Agreement................ 70
SECTION 16. Counterparts........................................... 70
SECTION 17. GOVERNING LAW.......................................... 71
SECTION 18. Additional Representations and Warranties of the
Servicer............................................... 71
</TABLE>
ii
<PAGE>
EXHIBITS
EXHIBIT A Form of Class A Certificate
EXHIBIT B Form of Class B Certificate
EXHIBIT C Form of CIA Certificate
EXHIBIT D DTC Letter of Representations
EXHIBIT E Form of Monthly Allocations and Payment In structions
EXHIBIT F Form of Monthly Certificateholders' Statement
EXHIBIT G Form of Transferee Representation Letter
iii
<PAGE>
SERIES 1996-8 SUPPLEMENT, dated as of December 11, 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
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 1996-8 (the "Series 1996-8
-------------
Certificates").
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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. The Series 1996-8 Certificates shall not be
subordinated to any other Series.
SECTION 1. Designation. There is hereby created a Series of
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Investor Certificates to be issued pursuant to the Agreement and this Series
Supplement to be known generally as the "Series 1996-8 Certificates." The Series
--------------------------
1996-8 Certificates shall be issued in three Classes, which shall be designated
generally as the Class A Floating Rate Asset Backed Certificates, Series 1996-8
(the "Class A Certificates"), the Class B Floating Rate Asset Backed
--------------------
Certificates, Series 1996-8 (the "Class B Certificates") and the CIA
---------------------
Certificates, Series 1996-8 (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
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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>
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
1996-8 Certificates and to no other Series of Certificates issued by the Trust.
"Accumulation Period" shall mean, unless a Pay Out Event shall have
-------------------
occurred prior thereto, the period commencing at the close of business on
December 31, 2002, 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 1996-8
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 1996-8) 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 Monthly Period during the Accumulation
Period, the excess, if any, of the Controlled Deposit Amount for the previous
Monthly Period over the amount deposited into the Principal Funding Account
pursuant to subsections 4.09(e)(i), 4.09(e)(ii) and 4.09(e)(iii) of the
Agreement with respect to the Series 1996-8 Certificates for the previous
Monthly Period.
2
<PAGE>
"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 1996-8
-------------------
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
1996-8 Termination Date.
"Assignee" shall have the meaning specified in subsection 11(a) of
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this Series Supplement.
"Available Investor Principal Collections" shall mean, with respect to
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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, and (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, 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
3
<PAGE>
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.
"Business Day" shall mean, for the purpose of determining LIBOR, any
------------
day other than a Saturday, Sunday or day on which banking institutions in
London, England, trading in Dollar deposits in the London interbank market, or
banking institutions in New York, New York, or in Newark, Delaware, are
authorized or obligated by law or executive order to be closed and for all other
purposes shall have the meaning provided in the Agreement.
4
<PAGE>
"Calculation Date" shall mean January 13, 1997 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 Account Percentage" shall mean, with respect to any Determination
----------------------
Date, the percentage equivalent of a fraction, the numerator of which is the
aggregate amount deposited in the Principal Funding Account on prior Transfer
Dates pursuant to subsection 4.09(e)(iii) and the denominator of which is the
aggregate amount on deposit in the Principal Funding Account as of the last day
of the preceding Monthly Period.
"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 Available Funds" shall mean, with respect to any Monthly Period,
-------------------
an amount equal to the sum of (a) the CIA Floating Allocation Percentage of the
Collections of Finance Charge Receivables in respect of such Monthly Period and
(b) with respect to any Monthly Period during the Accumulation Period prior to
the payment in full of the CIA Invested Amount, the product of (i) the CIA
Account Percentage and (ii) the sum of the Principal Funding Investment Proceeds
pursuant to subsection 4.16(b) of the Agreement, if any, with respect to the
related Transfer Date and the 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), 4.17(d), 4.17(e) and 4.17(f) of
the Agreement.
"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 1996-8 Certificateholders' Interest evidenced by the CIA Certificates.
"CIA Certificate Rate" shall mean a per annum rate of 1.00% in excess
--------------------
of LIBOR, as determined on the
5
<PAGE>
related LIBOR Determination Date or such lesser rate as may be designated in the
Spread Account Agreement.
"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.
"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
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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
6
<PAGE>
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
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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
Receivables on the Closing Date; provided further, that with respect to any
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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
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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
Addi tion 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 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
-----
7
<PAGE>
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 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 deducted pursuant to the foregoing clauses (c), (d) and
(e); provided, however, that the CIA Invested Amount may not be reduced below
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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
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Period the CIA Monthly Servicing Fee shall be $39,526.
"CIA Principal Commencement Date" shall mean (a) with respect to the
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Accumulation Period, the first
8
<PAGE>
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.
"CIA Scheduled Payment Date" shall mean the January 2004 Distribution
--------------------------
Date.
"Class A Account Percentage" shall mean, with respect to any
--------------------------
Determination Date, the percentage equivalent of a fraction, the numerator of
which is the aggregate amount deposited in the Principal Funding Account on
prior Transfer Dates pursuant to subsection 4.09(e)(i) and the denominator of
which is the aggregate amount on deposit in the Principal Funding Account as of
the last day of the preceding Monthly Period.
"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 in respect of such
Monthly Period and (b) with respect to any Monthly Period during the
Accumulation Period prior to the payment in full of the Class A Invested Amount,
the product of (i) the Class A Account Percentage and (ii) the sum of the
Principal Funding Investment Proceeds pursuant to subsection 4.16(b) of the
Agreement, if any, with respect to the related Transfer Date and the 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), 4.17(d), 4.17(e) and 4.17(f) of the Agreement.
9
<PAGE>
"Class A Certificate Rate" shall mean 5.71375% from and including
------------------------
December 11, 1996 through and including January 9, 1997, and with respect to
each Interest Period thereafter, a per annum rate of 0.12% in excess of LIBOR as
determined on the related LIBOR Determination Date.
"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 1996-8 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
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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
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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
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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
10
<PAGE>
for the period from and including the first day of such Monthly Period to but
excluding the related Addition Date or Removal Date, as applicable, and (2) the
aggregate amount of Principal Receivables in the Trust at the end of the day on
the related Addition Date or Removal Date, as applicable, for the period from
such Addition Date to and including the last day of such Monthly Period.
"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.
11
<PAGE>
"Class A Monthly Principal" shall mean the monthly principal
-------------------------
distributable in respect of the Class A 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
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Monthly Period the Class A Monthly Servicing Fee shall be $345,205.
"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 January 2004
------------------------------
Distribution Date.
"Class B Account Percentage" shall mean, with respect to any
--------------------------
Determination Date, the percentage equivalent of a fraction, the numerator of
which is the aggregate amount deposited in the Principal Funding Account on
prior Transfer Dates pursuant to subsection 4.09(e)(ii) and the denominator of
which is the aggregate amount on deposit in the Principal Funding Account as of
the last day of the preceding Monthly Period.
"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.
12
<PAGE>
"Class B Available Funds" shall mean, with respect to any Monthly
-----------------------
Period, an amount equal to the sum of (a) the Class B Floating Allocation
Percentage of the Collections of Finance Charge Receivables in respect of such
Monthly Period and (b) with respect to any Monthly Period during the
Accumulation Period prior to the payment in full of the Class B Invested Amount,
the product of (i) the Class B Account Percentage and (ii) the sum of the
Principal Funding Investment Proceeds pursuant to subsection 4.16(b) of the
Agreement, if any, with respect to the related Transfer Date and the 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), 4.17(d), 4.17(e) and 4.17(f) of the Agreement.
"Class B Certificate Rate" shall mean 5.93375% from and including
------------------------
December 11, 1996 through and including January 9, 1997, and with respect to
each Interest Period thereafter, a per annum rate of 0.34% 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 1996-8 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/
13
<PAGE>
floating allocation percentages with respect to all Series then outstanding on
the applicable Distribution Date; provided, however, that with respect to any
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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.
"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
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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
14
<PAGE>
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.
"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.
15
<PAGE>
"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.
"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 $31,241.
"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 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 Princi-
16
<PAGE>
pal 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.
"Class B Required Amount" shall have the meaning specified in Section
-----------------------
4.08 of the Agreement.
"Class B Scheduled Payment Date" shall mean the January 2004
------------------------------
Distribution Date.
"Closing Date" shall mean December 11, 1996.
------------
"Code" shall mean the Internal Revenue Code of 1986, as amended.
----
"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
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.
"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 on which the
------------------
Excess Spread Percentage (as defined in the Spread Account Agreement) for the
Monthly Period preceding such date is less than 2.50% per annum.
"Default Interest" shall mean, with respect to any Distribution Date,
----------------
the sum of Class A Default Inter est, 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 Date" shall mean January 10, 1997, 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.
--------------------
"ERISA" shall have the meaning specified in subsection 11(f) of this
-----
Series Supplement.
"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) and 4.09(c)(ii) 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 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.
18
<PAGE>
"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 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.
"Initial Invested Amount" shall mean the aggregate initial principal
-----------------------
amount of the Investor Certificates of Series 1996-8, 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
19
<PAGE>
such Distribution Date, except the first Interest Period shall be deemed to be
the 30 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 Adjusted Invested Amount with respect to any
date of determination.
"Investor Certificateholder" shall mean the Holder of record of an
--------------------------
Investor Certificate of Series 1996-8.
"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 $415,972.
20
<PAGE>
"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 December 9, 1996 for the period
------------------------
from and including December 11, 1996 through and including January 9, 1997 and
the second Business Day prior to the commencement of the second and each
subsequent Interest Period.
"Minimum Transferor Interest" shall mean, with respect to any period,
---------------------------
7% of the average 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 1996-8 Certificates
as calculated in accordance with Section 4.06 of the Agreement.
"Monthly Period" shall have the meaning specified in the Agreement,
--------------
except that the first Monthly Period with respect to the Series 1996-8
Certificates shall begin on and include the Closing Date and shall end on and
include December 31, 1996.
"Monthly Principal" shall mean the monthly principal distributable in
-----------------
respect of the Series 1996-8 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 1996-8 Pay Out Event is deemed to occur
pursuant to Section 8 of this Series
21
<PAGE>
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 Agent" shall mean The Bank of New York.
------------
"Plan Purchaser" shall have the meaning specified in subsection 11(f)
--------------
of this Series Supplement.
"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 1996-8 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), 4.17(d), 4.17(e) and 4.17(f) 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.
22
<PAGE>
"Principal Funding Investment Shortfall" shall mean, with respect to
--------------------------------------
each Interest Period during the Accumulation Period, the amount, if any, by
which the Principal Funding Investment Proceeds are less than the Covered
Amount.
"Principal Shortfalls" shall mean, with respect to any 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.
"QIB" shall mean a "qualified institutional buyer" within the meaning
---
of Rule 144A under the Securities Act.
"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 1996-8 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.
23
<PAGE>
"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.
"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 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 1996-8.
"Reserve Account" shall have the meaning specified in subsection
---------------
4.17(a) of the Agreement.
"Reserve Account Funding Date" shall mean the Transfer Date which
----------------------------
occurs not later than the earliest of (a) the Transfer Date with respect to the
Monthly Period which commences 3 months prior to the commencement of the
Accumulation Period; (b) the first Transfer Date for which the Portfolio
Adjusted Yield is less than 2%, but in such event the Reserve Account Funding
Date shall not be required to occur earlier than the Transfer Date which
commences 12 months prior to the commencement of the Accumulation Period; (c)
the first Transfer Date for which the Portfolio Adjusted Yield is less than 3%,
but in such event the Reserve Account Funding Date shall not
24
<PAGE>
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
--------------
any Daily Deposit Date on which (a) the Excess Spread Percentage (as defined in
the Spread Account Agreement) for the Monthly Period preceding such
Determination Date is equal to or exceeds 2.50% per annum and (b) the amount on
deposit in the Spread Account (as defined in the Spread Account Agreement)
equals or exceeds the Required Spread Account Amount (as defined in the Spread
Account Agreement) 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 1996-8 Termination Date" shall mean the September
----------------------------------------
2006 Distribution Date.
"Series 1996-8" shall mean the Series of the First USA Credit Card
-------------
Master Trust represented by the Investor Certificates.
"Series 1996-8 Certificateholder" shall mean the holder of record of
-------------------------------
any Series 1996-8 Certificate.
"Series 1996-8 Certificateholders' Interest" shall have the meaning
------------------------------------------
specified in Section 4.04 of the Agreement.
25
<PAGE>
"Series 1996-8 Pay Out Event" shall have the meaning specified in
---------------------------
Section 8 of this Series Supplement.
"Series 1996-8 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 1996-8 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.
"Spread Account Agreement" shall mean the agreement among the
------------------------
Transferor, the Servicer, the Trustee and The Bank of New York, as initial
collateral agent, dated December 11, 1996, as amended, supplemented or modified
from time to time.
"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.
"Transfer" shall have the meaning specified in subsection 11(a) of
--------
this Series Supplement.
"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), or subsection
4.13(a) of the Agreement and any overdue Investor Monthly Servicing Fee from
prior Transfer Dates.
SECTION 3. Reassignment and Transfer Terms. The Series 1996-8
-------------------------------
Certificates shall be subject to re-
26
<PAGE>
transfer 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 1996-8 Certificates through the Record
Date preceding the Distribution Date on which the repurchase occurs.
SECTION 4. Delivery and Payment for the Series 1996-8 Certificates.
-------------------------------------------------------
The Transferor shall execute and deliver the Series 1996-8 Certificates to the
Trustee for authentication in accordance with Section 6.01 of the Agreement.
The Trustee shall deliver the Series 1996-8 Certificates when authenticated in
accordance with Section 6.02 of the Agreement.
SECTION 5. Depositary; Form of Delivery of Series 1996-8
---------------------------------------------
Certificates. (a) The Class A Certificates and the Class B Certificates shall
be delivered as Book-Entry Certificates as provided in Sections 6.01 and 6.10 of
the Agreement. The CIA Certificates shall be delivered as Registered
Certificates as provided in Section 6.01 of the Agreement.
(b) The Depositary for Series 1996-8 shall be The Depository Trust
Company, and the Class A Certificates and the Class B Certificates shall be
initially registered in the name of Cede & Co., its nominee. The Class A
Certificates and the Class B Certificates will initially be held by the Trustee
as custodian for The Depository Trust Company.
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 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 1996-8 Certificateholders, shall establish and
maintain in the name of the Trust with a Qualified Institution (other than
the Transferor), which shall initially be the Paying Agent, two segregated
trust accounts (the "Finance Charge
--------------
27
<PAGE>
Account" and the "Principal Account," respectively), bearing
------- -----------------
a designation clearly indicating that the funds therein are
held for the benefit of the Series 1996-8
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 1996-8
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
1996-8 Certificateholders.
(c) The Distribution Account. The Trustee, for the benefit
------------------------
of the Series 1996-8 Certificateholders, shall cause to be
established and maintained in the name of the Trust, with an
office or branch of a Qualified Institution (other than the
Transferor), which shall initially be the Paying Agent, a
non-interest bearing segregated account (the "Distribution
------------
Account") bearing a designation clearly indicating that the
-------
funds deposited therein are held in trust for the benefit of
the Series 1996-8 Certificateholders. The Trustee shall
possess all right, title and interest in all funds on
deposit from time to time in the Distribution Account and in
all proceeds thereof. The Distribution Account shall be
under the sole dominion and control of the Trustee for the
benefit of the Series 1996-8 Certificateholders."
(B) Article IV of the Agreement (except for Sections 4.01, 4.02 and 4.03
thereof) shall read in its entirety
28
<PAGE>
as follows and shall be applicable only to the Series 1996-8 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 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 the Distribution Account (for such Series, the
"Series 1996-8 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 Account,
except as specifically provided in this Article IV.
Section 4.05 Collections and Allocation.
--------------------------
(a) Collections. The Servicer will apply or will instruct the
-----------
Trustee to apply all funds on deposit in the Collection Account, the Finance
Charge Account, the Principal Account, the Principal Funding Account, the
Reserve Account or the Distribution Account allocable to the Series 1996-8
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:
29
<PAGE>
(i) Allocate to the Series 1996-8 Certificateholders the
Floating Allocation Percentage of Collections of Finance Charge Receivables
and deposit and retain in the Finance Charge Account (A) prior to the
Calculation Date in each Monthly Period an amount equal to the product of
(x) the Floating Allocation Percentage and (y) the aggregate amount of
Collections of Finance Charge Receivables on such Date of Processing, or
(B) on and after each such Calculation Date to and including the last day
of such Monthly Period, the lesser of (x) the product of (1) the Floating
Allocation Percentage and (2) the aggregate amount of Collections of
Finance Charge Receivables on such Date of Processing and (y) the excess of
(1) the sum of the Monthly Interest, the Interest Shortfall and the
Default Interest for the 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 1996-8 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. In addition, on the Closing
Date, the Transferor shall make a deposit to the Finance Charge Account in
an amount equal to $500,000 to be applied as Collections of Finance Charge
Receivables allocated to Series 1996-8. 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 1996-8 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 1996-8 Certificateholders an amount
equal to the product of (A) the Floating Allocation Percentage on such Date
30
<PAGE>
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 trans ferred to the Trust
on such Date of Processing and after giving effect to Collections of
Principal Receivables on such Date of Processing) and otherwise shall be
deposited in the Collection Account and applied in accordance with
subsection 4.03(f) of the Agreement; 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
31
<PAGE>
Date of Processing, allocate the following amounts as set forth below:
(i) Allocate to the Series 1996-8 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 1996-8 Certificateholders and
retain in the Principal Account an amount equal to the product of (x) the
Fixed/Floating Allocation Percentage on such Date of Processing and (y) the
aggregate amount of Collections of Principal Receivables on such Date of
Pro cessing (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 busi-
32
<PAGE>
ness on each Date of Processing, allocate the following amounts as set forth
below:
(i) Allocate to the Series 1996-8 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 1996-8 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 1996-8
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 1996-8 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
33
<PAGE>
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
Spread Account 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. 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
1996-8, 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
34
<PAGE>
12.02 of the Agreement and Section 3 of the Series Supplement for Series 1996-
8. 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 1996-8
-------------------------------------------------------
Certificates. (a) The amount of monthly interest (for the Series 1996-8
- ------------
Certificates, the "Class A Monthly Interest") distributable from the
------------------------
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 December 11, 1996 to and including January 9,
1997 and (b) a fraction the numerator of which is 30 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 pay-
35
<PAGE>
able or distributed to Class A Certificateholders only to the extent permitted
by applicable law.
(b) The amount of monthly interest (for the Series 1996-8
Certificates, the "Class B Monthly Interest") distributable from the
------------------------
Distribution Account with respect to the Class B Certificates on any
Distribution Date shall be an amount equal to the product of (i) 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 December 11, 1996 to and including January 9, 1997 and
(b) a fraction the numerator of which is 30 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 1996-8
Certificates, the "CIA Monthly Interest") distributable from the Distribution
---------------------
Account with
36
<PAGE>
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 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 December 11, 1996 to and
including January 9, 1997 and (b) a fraction the numerator of which is 30 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 Spread Account
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 Princi-
37
<PAGE>
pal 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 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 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 CIA Scheduled Payment Date, the Controlled
Deposit Amount for such Transfer Date (minus the Class A Monthly Principal and
the 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).
38
<PAGE>
Section 4.08 Coverage of Required Amount for the Investor
--------------------------------------------
Certificates. On each Determination Date, the Servicer shall determine the
- ------------
amount (the "Class A Required Amount"), if any, by which the sum of (i) Class A
-----------------------
Monthly Interest for the 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
39
<PAGE>
Distribution Date shall be distributed from the Finance Charge Account on 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 E 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 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;
40
<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 Available Funds 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 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.
(c) On the Transfer Date preceding each Distribution Date, an
amount equal to the CIA Available
41
<PAGE>
Funds 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 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 Prin-
42
<PAGE>
cipal 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 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 (A) during the Accumulation Period, deposited
into the Principal Funding Account, and (B) during the Rapid Amortization
Period, deposited into the 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
the extent available, shall be (A) during the Accumulation Period,
deposited into the Principal Funding Account, and (B) during the Rapid
Amortization Period, deposited into the Distribution Account;
(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 Collections remaining after the application specified in
subsections 4.09(e)(i), (ii) and (iii) above
43
<PAGE>
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 1996-8; 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
the Principal Funding Account and deposit in the Distribution Account the amount
on deposit in the Principal Funding Account.
(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
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<PAGE>
accordance with Section 5.01 of the Agreement from the Distribution Account the
amount so deposited into the Distribution Account pursuant to subsection 4.09(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 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 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 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 December 31, 2002; 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 equal the Accumulation Period Length. On each Determination Date 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.
45
<PAGE>
Section 4.10 Payment of Certificate Interest. On each Distribution
-------------------------------
Date, the Paying Agent shall pay in accordance with Section 5.01 of the
Agreement to the Class A Certificateholders from the Distribution Account the
amount deposited into the 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 Distribution Account the amount deposited into the
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 to the CIA
Certificateholders from the Distribution Account the amount deposited into the
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, but for the limitation on the amount
of such reduction in the preceding sentence, 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
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
46
<PAGE>
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, but for the limitation on the amount of
such reduction in the preceding sentence, 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 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, the CIA Invested Amount
(after giving effect to any adjustments with
47
<PAGE>
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 1996-8
-------------------------------------------------------
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;
(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;
48
<PAGE>
(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
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 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 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 Distribution Account for payment
to the CIA Certificateholders;
49
<PAGE>
(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 CIA Initial 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 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 be applied in
accordance with the provisions of the Spread Account Agreement.
50
<PAGE>
Section 4.14 Reallocated Principal Collections for the Series 1996-8
-------------------------------------------------------
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
(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
51
<PAGE>
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 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 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
52
<PAGE>
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 1996-8
Certificateholder by telephoning the Paying Agent at its corporate trust office
at (212) 815-5737.
(c) On each LIBOR Determination Date, the Trustee shall send
to the Servicer 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 applicable to an Interest Period to be provided to the
Luxembourg Stock Exchange as soon as possible after its determination but in no
event later than the first day of such Interest Period. In addition the Trustee
shall cause the Class A Monthly Interest and Class B Monthly Interest applicable
to an Interest Period to be provided to the Luxembourg Stock Exchange within one
Business Day of the date on which the Trustee receives notification of the Class
A Monthly Interest and the Class B Monthly Interest from the Servicer.
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
53
<PAGE>
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.
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, Class B Available Funds and
CIA Available Funds pursuant to subsections 4.09(a), 4.09(b) and 4.09(c),
respectively, 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
54
<PAGE>
the Reserve Account to the extent funds are available pursuant to subsections
4.17(d), 4.17(e) and 4.17(f) 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 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
55
<PAGE>
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 Investor 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 Invested Amount and the first
Transfer Date with respect to the Rapid Amortization Period, the Servicer shall
calculate the "Reserve Draw Amount" which shall be equal to the Principal
-------------------
Funding Investment Shortfall with respect to each Transfer Date with respect to
the Accumulation Period or the first Transfer Date with respect to the Rapid
Amortization Period; provided, however, that such amount will be reduced to the
-------- -------
extent that funds otherwise would be available for deposit in the Reserve
Account under subsection 4.13(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 for application in
accordance with Section 4.09 of the Agreement.
(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
56
<PAGE>
written instructions of the Servicer, shall withdraw from the Reserve Account
and deposit in the Finance Charge Account an amount equal to such Reserve
Account Surplus for application in accordance with Section 4.09 of the
Agreement.
(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
Invested Amount is paid in full to the Series 1996-8 Certificateholders, (iii)
if the Accumulation Period has not commenced, the occurrence of a Pay Out Event
with respect to Series 1996-8 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 1996-8 Certificateholders that are payable from the
Reserve Account as provided herein, shall withdraw from the Reserve Account and
deposit in the Finance Charge Account all amounts, if any, on deposit in the
Reserve Account for application in accordance with Section 4.09 of the
Agreement, 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
1996-8 Certificates:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
Section 5.01 Distributions.
-------------
(a) On each Distribution Date, the Paying Agent shall
distribute (in accordance with the certificate delivered by the Servicer to the
Trustee pursuant to subsection 3.04(b) of the Agreement) to 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
57
<PAGE>
on deposit in the Distribution Account as are payable to the Class A
Certificateholders pursuant to subsection 4.09(h) and Section 4.10 of the
Agreement 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 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 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 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 (based on the aggregate
--- ----
Undivided Interests represented by Class B Certificates held by such
Certificateholder) of amounts on deposit in the 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 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
specified in the notice of such final distribution delivered by the Trustee
pursuant to Section 12.03 of the Agreement.
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(c) On each Distribution Date, the Paying Agent shall
distribute (in accordance with the certificate delivered by the Servicer to the
Trustee pursuant to subsection 3.04(b) of the Agreement) to 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 Distribution Account as are
payable to the CIA Certificateholders pursuant to subsection 4.09(h), Section
4.10, subsection 4.13(f) and subsection 4.13(k) 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
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.
Section 5.02 Monthly Certificateholders' Statement.
-------------------------------------
(a) On each Distribution Date, the Paying Agent shall forward
to each Certificateholder and each Rating Agency a statement substantially in
the form of Exhibit F prepared by the Servicer and delivered to the Trustee and
the 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
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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;
(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;
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(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 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;
(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 Series 1996-8 Certificateholder, a statement prepared by the Servicer
containing the information required to be contained in the regular monthly
report to Series 1996-8 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 Series 1996-8 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 Series 1996-8 Certificateholders to prepare their tax
returns. Such obligations of the Trustee shall be deemed to have been satisfied
to the extent that substantially comparable
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information shall be provided by the Trustee pursuant to any requirements of the
Code as from time to time in effect.
Section 5.03 Rule 144A Information. So long as any of the CIA
---------------------
Certificates are "restricted securities" within the meaning of Rule 144(a)(3)
under the Securities Act and during any period in which the Trust is not subject
to Section 13 or 15(d) of the Exchange Act, the Transferor agrees to make
available to any QIB or beneficial owner of the CIA Certificates in connection
with any sale thereof and any prospective purchaser of such CIA Certificates
from such QIB or beneficial owner, the information required by Rule 144A(d)(4)
under the Securities Act.
SECTION 8. Series 1996-8 Pay Out Events. If any one of the following
----------------------------
events shall occur with respect to the Series 1996-8 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 1996-8 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 1996-8 Certificates evidencing Undivided Interests aggregating
not less than 50% of the Invested Amount of this Series 1996-8, and continues to
affect materially and adversely the interests of the Series 1996-8
Certificateholders for such period;
(b) any representation or warranty made by the Transferor in
the Agreement or this Series Supplement, or any information contained in a
computer file or microfiche list required to be delivered by the Transferor
pursuant to Section 2.01 or 2.06 of the Agreement, (i) shall prove to have been
incorrect in any material respect when made or when delivered, 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,
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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
1996-8 Certificates evidencing Undivided Interests aggregating more than 50% of
the Invested Amount of this Series 1996-8, and (ii) as a result of which the
interests of the Series 1996-8 Certificateholders are materially and adversely
affected and continue to be materially and adversely affected for such period;
provided, however, that a Series 1996-8 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; or
(e) any Servicer Default shall occur which would have a material
adverse effect on the Series 1996-8 Certificateholders.
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 1996-8 Certificates evidencing Undivided Interests
aggregating more than 50% of the Invested Amount of this Series 1996-8 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
------
1996-8 Pay Out Event") has occurred as of the date of such notice, and in the
- --------------------
case of any event described in subparagraphs (c) or (d), a Series 1996-8 Pay Out
Event shall occur without any notice or other action on the part of the Trustee
or the Series 1996-8 Certificateholders immediately upon the occurrence of such
event.
SECTION 9. Series 1996-8 Termination. The right of the Series 1996-8
-------------------------
Certificateholders to receive payments from the Trust will terminate on the
first
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Business Day following the Series 1996-8 Termination Date.
SECTION 10. 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 11. Transfers of CIA Certificates; Legends. (a) No CIA
--------------------------------------
Certificate or any interest therein may be sold (including in the initial
offering), conveyed, assigned, hypothecated, pledged, participated, or
otherwise transferred (each, a "Transfer") except in accordance with this
--------
Section 11. Any Transfer of a CIA Certificate otherwise permitted by this
Section 11 will be permitted only if it consists of a pro rata percentage
interest in all payments made with respect to such Holder's CIA Certificates and
no Transfers of partial interests in a CIA Certificate shall be permitted. No
CIA Certificate or any interest therein may be Trans ferred to any Person (each,
an "Assignee"), unless the Assignee shall have executed and delivered the
--------
certification referred to in subsection 11(e) below and each of the Transferor
and the Servicer shall have granted its prior consent thereto. Such consent
shall be granted (assuming that all other conditions specified in this Section
11 to such Transfer are satisfied) unless the Transferor determines in its sole
and absolute discretion that such 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; provided,
--------
further, that any attempted Transfer that would cause the number of Targeted
- -------
Holders to exceed ninety-nine shall be void; and provided, further, that there
-------- -------
shall not at any time be more than 10 CIA Certificateholders or such other
number as may be consented to by the Transferor which consent may be withheld in
its sole and absolute discretion.
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(b) Each initial purchaser of a CIA Certificate or any interest
therein and any Assignee thereof shall certify to the Transferor, the Servicer,
and the Trustee that it is either (A)(i) a citizen or resident of the U.S., (ii)
a corporation, partnership or other entity organized in or under the laws of the
U.S. or any political subdivision thereof which, if such entity is a tax-exempt
entity, recognizes that payments with respect to the CIA Certificates may
constitute unrelated business taxable income or (iii) a person not described in
(i) or (ii) whose ownership of the CIA Certificates 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 a CIA Certificate
will not result in any withholding obligation with respect to any payments with
respect to the CIA Certificates by any person or (B) an estate or trust the
income of which is includible in gross income for U.S. federal income tax
purposes. Each initial purchaser of a CIA Certificate also shall agree that (a)
if it is a person described in clause (A)(i) or (A)(ii) above, it will furnish
to the person from whom it is acquiring a CIA Certificate, the Servicer and the
Trustee, a properly executed U.S. Internal Revenue Service Form W-9 (and will
agree to furnish a new Form W-9, or any successor applicable form, upon the
expiration or obsolescence of any previously delivered form) or (b) if it is a
person described in clause (A)(iii) above, it will furnish to the person from
whom it is acquiring a CIA Certificate, the Servicer and the Trustee, a
properly executed U.S. Internal Revenue Service Form 4224 (and will agree to
furnish a new Form 4224, or any successor applicable form, upon the expiration
or obsolescence of any previously delivered form and comparable statements in
accordance with applicable U.S. laws), and, in each case, such other
certifications, representations or opinions of counsel as may be requested by
the Transferor, the Servicer or the Trustee.
(c) Each initial purchaser of a CIA Certificate or any interest
therein and any Assignee thereof shall further certify to the Transferor, the
Servicer and the Trustee that it has neither acquired nor will it sell, trade or
transfer any interest in a CIA Certificate or cause an interest in a CIA
Certificate to be marketed on or through an "established securities market"
within the meaning of Section 7704(b)(1) of the Code and any treasury regulation
thereunder, including, without limitation, an over-the-counter-market or an
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<PAGE>
interdealer quotation system that regularly disseminates firm buy or sell
quotations. In addition, each initial purchaser of a CIA Certificate or any
interest therein and any Assignee shall certify, prior to any delivery or
Transfer to it of a CIA Certificate that it is not and will not become a
partnership, Subchapter S corporation or grantor trust for U.S. federal income
tax purposes. If an initial purchaser of an interest in a CIA Certificate or
an Assignee cannot make the certification described in the preceding sentence,
the Transferor may, in its sole discretion, prohibit a Transfer to such entity;
provided, however, that if the Transferor agrees to permit such a Transfer, the
Transferor, the Servicer or the Trustee may require additional certifications in
order to prevent the Trust from being treated as a publicly traded partnership.
Each initial purchaser of an interest in a CIA Certificate and Assignee
acknowledges that the Opinion of Counsel to the effect that the Trust will not
be treated as a publicly traded partnership taxable as a corporation is
dependent in part on the accuracy of the certifications described in this
subsection 11(c).
(d) Each CIA Certificate will bear a legend or legends
substantially in the following form:
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 (INCLUDING FOR PURPOSES OF
CLAUSES (IV) AND (V), ANY INSURANCE COMPANY GENERAL ACCOUNT, BUT EXCLUDING ANY
ENTITY REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) (EACH
SUCH PERSON DESCRIBED IN CLAUSES (I) THROUGH (V), A "PLAN PURCHASER");
PROVIDED, HOWEVER, THAT A PURCHASER SHALL NOT BE REQUIRED TO MAKE THE
REPRESENTATIONS AND WARRANTIES SET FORTH IN ANY OF CLAUSES (I) THROUGH (V) ABOVE
IF THE TRUSTEE SHALL HAVE RECEIVED THE PRIOR WRITTEN CONSENT OF
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THE TRANSFEROR TO THE TRANSFER TO SUCH ENTITY; AND PROVIDED, FURTHER, THAT NO
SUCH CONSENT SHALL BE GRANTED IF THE TRANSFEROR DETERMINES IN ITS SOLE AND
ABSOLUTE DISCRETION THAT SUCH TRANSFER WOULD CAUSE THE AGGREGATE PERCENTAGE OF
THE CIA INVESTED AMOUNT TRANSFERRED TO PLAN PURCHASERS TO EQUAL OR EXCEED 25% OF
THE CIA INVESTED AMOUNT AND ANY ATTEMPTED TRANSFER THAT WOULD CAUSE THE
PERCENTAGE OF THE CIA INVESTED AMOUNT TRANSFERRED TO PLAN PURCHASERS TO EQUAL OR
EXCEED 25% OF THE CIA INVESTED AMOUNT WILL BE VOID.
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, (2) TO A LIMITED NUMBER OF INSTITUTIONAL
"ACCREDITED INVESTORS" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT) AND IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT (UPON DELIVERY OF THE DOCUMENTATION REQUIRED BY THE
POOLING AND SERVICING AGREEMENT AND, IF THE TRUSTEE SO REQUIRES, AN OPINION OF
COUNSEL SATISFACTORY TO THE TRUSTEE) OR (3) PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A ("QIB") PURCHASING FOR ITS
OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS
INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A. EACH CERTIFICATE OWNER BY ACCEPTING A
BENEFICIAL INTEREST IN THIS CERTIFICATE IS DEEMED TO REPRESENT THAT IT IS
EITHER A QIB PUR CHASING FOR ITS OWN ACCOUNT, A QIB PURCHASING FOR THE ACCOUNT
OF ANOTHER QIB OR AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT). THIS CERTIFICATE WILL NOT
BE
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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 SERIES 1996-8 SUPPLEMENT 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 SERIES 1996-8 SUPPLEMENT.
(e) Upon surrender for registration of transfer of a CIA
Certificate at the office of the Transfer Agent and Registrar, accompanied by a
certification by the CIA Certificateholder substantially in the form attached as
Exhibit G, executed by the registered owner, in person or by such CIA
Certificateholder's attorney thereunto duly authorized in writing, and receipt
by the Trustee of the written consent of each of the Transferor and the Servicer
to such transfer, such CIA Certificate shall be transferred upon the Certificate
Register, and the Transferor shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferees one or more new
registered CIA Certificates of any authorized denominations and of a like
aggregate principal amount and tenor. Such transfers of CIA Certificates shall
be subject to the restrictions set forth in this Section 11, to such other
restrictions as shall be set forth in the text of the CIA Certificates and to
such reasonable regulations as may be prescribed by the Transferor. Successive
registrations and registrations of transfers as aforesaid may be made from time
to time as desired, and each such registration shall be noted on the Certificate
Register.
(f) No CIA Certificate or any interest therein may be
Transferred (including in the initial offering) to (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 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 (including for
purposes of clauses (iv) and (v), any insurance company general ac-
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count, but excluding any entity registered under the Investment Company Act of
1940, as amended) (each such Person described in clauses (i) through (v), a
"Plan Purchaser"), unless the Assignee shall have executed and delivered the
- ---------------
certification referred to in subsection 11(e) above and each of the Transferor
and the Servicer shall have granted its prior written consent thereto. No such
consent shall be granted if the Transferor determines in its sole and absolute
discretion that such Transfer would cause the aggregate percentage of the CIA
Invested Amount Transferred to Plan Purchasers to equal or exceed 25% of the CIA
Invested Amount; provided, further, that any attempted Transfer that would
-------- -------
cause the percentage of the CIA Invested Amount Transferred to Plan Purchasers
to equal or exceed 25% of the CIA Invested Amount shall be void.
SECTION 12. Compliance with Withholding Requirements.
----------------------------------------
Notwithstanding any other provision of the Agreement, the Trustee and any Paying
Agent shall comply with all Federal withholding requirements with respect to
payments to the CIA Certificateholders of interest, original issue discount, or
other amounts that the Trustee, any Paying Agent, the Servicer or the
Transferor reasonably believes are applicable under the Code. The consent of
the CIA Certificateholders shall not be required for any such withholding. In
the event the Trustee or the Paying Agent withholds any amount from payments
made to any CIA Certificateholder pursuant to federal withholding requirements,
the Trustee or the Paying Agent shall indicate to such CIA Certificateholder the
amount withheld and all such amounts shall be deemed to have been paid to such
CIA Certificateholders and the CIA Certificateholders shall have no claim
therefor.
SECTION 13. 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 payment and, if for any reason it is not so treated, that
the holders of the CIA Certificates be specially allocated gross interest income
equal to the
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interest accrued during each Interest Period on the CIA Certificates.
SECTION 14. ERISA Legend. Each Class B Certificate will bear a
------------
legend or legends substantially in the following form:
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 (INCLUDING FOR PURPOSES OF
CLAUSES (IV) AND (V) ANY INSURANCE COMPANY GENERAL ACCOUNT, BUT EXCLUDING ANY
ENTITY REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED).
Each Certificate Owner by virtue of its beneficial interest in the
Class B Certificates shall be deemed to have made the representations and
warranties stated in such legend.
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.
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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).
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IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series 1996-8 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/ W. Todd Peterson
--------------------
Name: W. Todd Peterson
Title: Vice President
THE BANK OF NEW YORK (DELAWARE),
Trustee
By: /s/ Melissa J. Beneduce
-----------------------
Name: Melissa J. Beneduce
Title: Assistant Vice President
<PAGE>
EXHIBIT A
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. R-1 $__________
Series Termination
Date: September 10, 2006 CUSIP NO. 337435BS9
FIRST USA CREDIT CARD MASTER TRUST CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1996-8
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 CEDE & CO. (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 trustee (the "Trustee") of the Trust (the "Agreement"; such term
to include any Supplement or amendment thereto) as amended by
_________________________
* VISA/ (R)/ and MasterCard/ (R)/ are registered trademarks of Visa
USA Incorporated and MasterCard International Incorporated,
respectively.
A-1
<PAGE>
Assignment No. 23 of Receivables in Additional Accounts dated as of December 11,
1996 among the Bank, as Transferor and Servicer, the Trustee and The Bank of New
York (Dela ware), as trustee of the First USA Credit Card Master Trust II, and
as supplemented by the Series 1996-8 Supplement (the "Series 1996-8
Supplement"), dated as of December 11, 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 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 1996-8 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
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
A-2
<PAGE>
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 Class A Floating Rate
Asset Backed Certificates, Series 1996-8" (the "Class A 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 Class A
Certificate and terms specified in the Agreement, the terms of the Agreement
shall govern.
The Transferor has structured the Agreement, the Class A Certificates
and the First USA Credit Card Master Trust Class B Floating Rate Asset Backed
Certificates, Series 1996-8 (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 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 1996-8 (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
A-3
<PAGE>
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 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 5.71375%
per annum on the Class A Initial Invested Amount from December 11, 1996 through
January 9, 1997, and for each Interest Period thereafter, the Class A
Certificates will bear interest at a per annum rate of 0.12% 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 A Certificate Rate"). Interest
will be distributed to the extent of available funds on January 10, 1997, 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 January 10, 1997 and on each Dis-
A-4
<PAGE>
tribution Date thereafter until the Series 1996-8 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.
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
A-5
<PAGE>
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 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.
A-6
<PAGE>
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. On each Transfer Date following the commencement of the Accumulation
Period, prior to the earlier of the payment of the Class A Invested Amount in
full and the commencement of the Rapid Amortization Period, the Trustee will
deposit in the Principal Funding Account an amount equal to the least of (a)
Available Investor Principal Collections with respect to the preceding Monthly
Period, (b) the applicable Controlled Deposit Amount and (c) the Class A
Adjusted Invested Amount prior to any such deposit on such day. Amounts in the
Principal Funding Account will be paid to the Class A Certificateholders on the
Class A Scheduled Payment Date. After the full amount of the Class A Invested
Amount has been deposited in the Principal Funding Account and beginning with
the Transfer Date related to the Class B Principal Commencement Date, prior to
the commencement of the Rapid Amortization Period, the Trustee will deposit in
the Principal Funding Account an amount equal to the least of (a) the Available
Investor Principal Collections with respect to the preceding Monthly Period
remaining after application thereof to the Class A Invested Amount, (b) the
applicable Controlled Deposit Amount (minus the Class A Monthly Principal with
respect to such Transfer Date) and (c) the Class B Adjusted Invested Amount
prior to any such deposit on such day. After payment in full of the Class A
Invested Amount, amounts in the Principal Funding Account will be paid to the
Class B Certificateholders on the Class B Scheduled Payment Date. After the
full amount of the sum of the Class A Invested Amount and the Class B Invested
Amount has been deposited in the Principal Funding Account, prior to the
commencement of the Rapid Amortization Period, the Trustee will deposit in the
Principal Funding Account an amount equal to the least of (a) the Available
Investor Principal Collections with respect to the preceding Monthly Period
remaining after application thereof to the Class A Invested Amount and the Class
B Invested Amount, (b) the applicable Controlled Deposit Amount (minus the Class
A Monthly Principal and the Class B Monthly Principal with respect to such
Transfer Date) and (c) the CIA Adjusted Invested Amount prior to any such
deposit on such day. After payment in full of the Class A Invested Amount and
the Class B Invested Amount, amounts in the Principal Funding Account will be
paid to the CIA Certificateholders on the
A-7
<PAGE>
CIA Scheduled Payment Date. During the Accumulation Period, the portion of
Available Investor Principal Collections not applied to Class A Monthly
Principal, Class B Monthly Principal or CIA Monthly Principal on a Transfer
Date will generally be treated as Excess Principal Collections.
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 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 January 2004 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 Certificate holders will receive
distributions of Class A Monthly Principal and Class A Monthly Interest.
A-8
<PAGE>
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 1996-8 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 Certificateholders of each Class of
Certificates, sequentially, in order of seniority, 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 Invested Amount
is 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.
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
A-9
<PAGE>
the Agreement. All principal of and interest on the Class A Certificates is due
and payable no later than September 10, 2006 (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 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 A 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, Class A Certificates are exchangeable for new Class A
Certificates evidencing like aggregate Undivided Interests, as requested by the
Class A Certificateholder surrendering such Class A 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 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
A-10
<PAGE>
purposes, and neither the Transferor, the Servicer, the Trustee, the Paying
Agent and the Transfer Agent and Registrar, nor any agent of any of them or of
any such agent, shall be affected by notice to the contrary except in certain
circumstances described in the Agreement.
The Agreement and any Supplement may be amended by the Transferor, the
Servicer and the Trustee, without the consent of certificateholders of any
Series then outstanding for any purpose, provided that (i) the Transferor shall
--------
deliver an opinion of counsel acceptable to the Trustee to the effect that such
amendment will not adversely affect in any material respect the interest of such
certificateholders, and (ii) such amendment will not result in a withdrawal or
reduction of the rating of any outstanding Series.
The Agreement and the Series 1996-8 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 1996-8 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.
A-11
<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 11th day of December, 1996.
FIRST USA BANK
By:_______________________________________
Name: W. Todd Peterson
Title: Vice President
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: December 11, 1996
By:_____________________________
Name:
Title:
<PAGE>
EXHIBIT B
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
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).
No. R-1 $36,200,000
Series Termination
Date: September 10, 2006 CUSIP NO. 337435BT7
FIRST USA CREDIT CARD MASTER TRUST CLASS B FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1996-8
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
<PAGE>
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 CEDE & CO. (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 trustee (the "Trustee") of the Trust (the "Agreement"; such term
to include any Supplement or amendment thereto) as amended by Assignment No. 23
of Receivables in Additional Accounts dated as of December 11, 1996 among the
Bank, as Transferor and Servicer, the Trustee and The Bank of New York
(Delaware), as trustee of the First USA Credit Card Master Trust II, and as
supplemented by the Series 1996-8 Supplement (the "Series 1996-8 Supplement"),
dated as of December 11, 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
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
1996-8 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
____________________
/*/ VISA(R) and MasterCard(R) are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
B-2
<PAGE>
fees and similar fees and charges (the "Other Charges"). Receivables in an
amount equal to the product of the Yield Factor (initially 1.3%) and amounts
charged by cardholders for goods and services and cash advances (the "Discount
Receivables") will be allocated to the Certificates and treated as Finance
Charge Receivables (Discount Receivables, together with the Periodic Finance
Charges, Annual Membership Fees and Other Charges, the "Finance Charge
Receivables").
Although a summary of certain provisions of the Agreement is set forth
below, this 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. This Certificate is one of a Series of Certificates entitled "First
USA Credit Card Master Trust Class B Floating Rate Asset Backed Certificates,
Series 1996-8" (the "Class B 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 Class B Certificate and terms specified
in the Agreement, the terms of the Agreement shall govern.
The Transferor has structured the Agreement, the Class B Certificates
and the First USA Credit Card Master Trust Class A Floating Rate Asset Backed
Certificates, Series 1996-8 (the "Class A 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 federal, state, local and foreign
income or franchise taxes
B-3
<PAGE>
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 1996-8 (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 Initial Invested Amount is $36,200,000. The Class B
Invested Amount for any monthly Distribution Date will be an amount equal to (i)
$36,200,000 minus (ii) the aggregate amount of principal payments made to the
-----
Class B Certificateholders prior to such Distribution Date, minus (iii) the
-----
aggregate amount of Class B Investor Charge-Offs for all prior Distribution
Dates minus (iv) the aggregate amount of Reallocated Class B Principal
-----
Collections for which the CIA Invested Amount has not been reduced for all prior
Distribution Dates minus (v) an amount equal to the aggregate amount by which
-----
the Class B Invested Amount has been reduced to fund the Class A Investor
Default Amount on all prior Distribution Dates as described in the Agreement
and plus (vi) the aggregate amount of Excess Finance Charge Collections and
----
certain other amounts allocated and
B-4
<PAGE>
available for purposes of reimbursing amounts deducted pursuant to clauses
(iii), (iv) and (v).
The Class B Certificates will bear interest at the rate of 5.93375%
per annum on the Class B Initial Invested Amount from December 11, 1996 through
January 9, 1997, and for each Interest Period thereafter, the Class B
Certificates will bear interest at a per annum rate of 0.34% 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 January 10, 1997, 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 Invested Amount 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, in certain circumstances, from Reallocated Principal
Collections on January 10, 1997 and on each Distribution Date thereafter until
the Series 1996-8 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 Floating Allocation Percentage
of Collections in respect of Finance Charge Receivables deposited in the Finance
Charge Account for the related Monthly Period plus the amount of Excess Finance
Charge Collections available with respect to the Class B Certificates on such
Distribution Date as specified in the Agreement is 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
B-5
<PAGE>
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"), any Excess Finance Charge Collections remaining after
application thereof to fund the Class A Required Amount, if any, on such
Distribution Date will be applied to fund the Class B 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 first to the extent of
any remaining Class A Required Amount and second to the extent of the lesser of
any remaining Reallocated CIA Principal Collections and any remaining Class B
Required Amount.
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
B-6
<PAGE>
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 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. On each Transfer Date following the commencement of the Accumulation
Period, prior to the earli-
B-7
<PAGE>
er of the payment of the Class A Invested Amount in full and the commencement of
the Rapid Amortization Period, the Trustee will deposit in the Principal Funding
Account an amount equal to the least of (a) Available Investor Principal
Collections with respect to the preceding Monthly Period, (b) the applicable
Controlled Deposit Amount and (c) the Class A Adjusted Invested Amount prior to
any such deposit on such day. Amounts in the Principal Funding Account will be
paid to the Class A Certificateholders on the Class A Scheduled Payment Date.
After the full amount of the Class A Invested Amount has been deposited in the
Principal Funding Account and beginning with the Transfer Date related to the
Class B Principal Commencement Date, prior to the commencement of the Rapid
Amortization Period, the Trustee will deposit in the Principal Funding Account
an amount equal to the least of (a) the Available Investor Principal Collections
with respect to the preceding Monthly Period remaining after application thereof
to the Class A Invested Amount, (b) the applicable Controlled Deposit Amount
(minus the Class A Monthly Principal with respect to such Transfer Date) and (c)
the Class B Adjusted Invested Amount prior to any such deposit on such day.
After payment in full of the Class A Invested Amount, amounts in the Principal
Funding Account will be paid to the Class B Certificateholders on the Class B
Scheduled Payment Date. After the full amount of the sum of the Class A Invested
Amount and the Class B Invested Amount has been deposited in the Principal
Funding Account, prior to the commencement of the Rapid Amortization Period, the
Trustee will deposit in the Principal Funding Account an amount equal to the
least of (a) the Available Investor Principal Collections with respect to the
preceding Monthly Period remaining after application thereof to the Class A
Invested Amount and the Class B Invested Amount, (b) the applicable Controlled
Deposit Amount (minus the Class A Monthly Principal and the Class B Monthly
Principal with respect to such Transfer Date) and (c) the CIA Adjusted Invested
Amount prior to any such deposit on such day. After payment in full of the Class
A Invested Amount and the Class B Invested Amount, amounts in the Principal
Funding Account will be paid to the CIA Certificateholders on the CIA Scheduled
Payment Date. During the Accumulation Period, the portion of Available Investor
Principal Collections not applied to Class A Monthly Principal, Class B Monthly
Principal or CIA Monthly Principal on a Transfer Date will generally be treated
as Excess Principal Collections.
B-8
<PAGE>
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 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 January 2004 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 January 2004 Distribution Date if the Class A Invested Amount
is paid in full, Available Investor Principal Collections and Excess Principal
Collections allocable to Series 1996-8 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 1996-8 are
insufficient to pay in
B-9
<PAGE>
full the Class B Invested Amount on the January 2004 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 1996-8 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 Certificateholders of each Class of
Certificates, sequentially, in order of seniority, 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 Invested Amount
is 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.
B-10
<PAGE>
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. After payment in full of the Class A Invested Amount, 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 January 2004 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 in full
of the Class A Invested Amount 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 September 10, 2006 (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
B-11
<PAGE>
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, Class B Certificates are exchangeable for new Class B
Certificates evidencing like aggregate Undivided Interests, as requested by the
Class B Certificateholder surrendering such Class B 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 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 Paying
Agent and the Transfer Agent and Registrar, nor any agent of any of them or of
any such agent, shall be affected by notice to the contrary except in certain
circumstances described in the Agreement.
The Agreement and any Supplement may be amended by the Transferor, the
Servicer and the Trustee, without the consent of certificateholders of any
Series then outstanding for any purpose, provided that (i) the Transferor shall
--------
deliver an opinion of counsel acceptable to the Trustee to the effect that such
amendment will not adversely affect in any material respect the interest of such
certificatehold-
B-12
<PAGE>
ers, and (ii) such amendment will not result in a withdrawal or reduction of the
rating of any outstanding Series.
The Agreement and the Series 1996-8 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 1996-8 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 B Certificateholder.
B-13
<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 11th day of December, 1996.
FIRST USA BANK
By:____________________________
Name: W. Todd Peterson
Title: Vice President
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: December 11, 1996
By:__________________________
Name:
Title:
<PAGE>
EXHIBIT C
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 (INCLUDING FOR PURPOSES OF CLAUSE (IV) OR (V), ANY
INSURANCE COMPANY GENERAL ACCOUNT, BUT EXCLUDING ANY ENTITY REGISTERED UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED) (EACH SUCH PERSON DESCRIBED IN
CLAUSES (I) THROUGH (V), A "PLAN PURCHASER"); PROVIDED, HOWEVER, THAT A
PURCHASER SHALL NOT BE REQUIRED TO MAKE THE REPRESENTATIONS AND WARRANTIES SET
FORTH IN ANY OF CLAUSES (I) THROUGH (V) ABOVE IF THE TRUSTEE SHALL HAVE RECEIVED
THE PRIOR WRITTEN CONSENT OF THE TRANSFEROR TO THE TRANSFER TO SUCH ENTITY; AND
PROVIDED, FURTHER, THAT NO SUCH CONSENT SHALL BE GRANTED IF THE TRANSFEROR
DETERMINES IN ITS SOLE AND ABSOLUTE DISCRETION THAT SUCH TRANSFER WOULD CAUSE
THE AGGREGATE PERCENTAGE OF THE CIA INVESTED AMOUNT TRANSFERRED TO PLAN
PURCHASERS TO EQUAL OR EXCEED 25% OF THE CIA INVESTED AMOUNT AND ANY ATTEMPTED
TRANSFER THAT WOULD CAUSE THE PERCENTAGE OF THE CIA INVESTED AMOUNT TRANSFERRED
TO PLAN PURCHASERS TO EQUAL OR EXCEED 25% OF THE CIA INVESTED AMOUNT WILL BE
VOID.
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
<PAGE>
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, (2) TO
A LIMITED NUMBER OF INSTITUTIONAL "ACCREDITED INVESTORS" (AS DEFINED IN RULE
501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) AND IN A TRANSACTION
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (UPON DELIVERY
OF THE DOCUMENTATION REQUIRED BY THE POOLING AND SERVICING AGREEMENT AND, IF THE
TRUSTEE SO REQUIRES, AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE) OR (3)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A ("QIB") PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE
ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER,
RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A. EACH
CERTIFICATE OWNER BY ACCEPTING A BENEFICIAL INTEREST IN THIS CERTIFICATE IS
DEEMED TO REPRESENT THAT IT IS EITHER A QIB PURCHASING FOR ITS OWN ACCOUNT, A
QIB PURCHASING FOR THE ACCOUNT OF ANOTHER QIB OR 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 SERIES 1996-8
SUPPLEMENT 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 SERIES 1996-8 SUPPLEMENT.
No. R-1 $_______________
Series Termination
Date: September 10, 2006
FIRST USA CREDIT CARD MASTER TRUST
CIA CERTIFICATE, SERIES 1996-8
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
C-2
<PAGE>
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 "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 trustee (the "Trustee") of the Trust (the "Agreement"; such term
to include any Supplement or amendment thereto) as amended by Assignment No. 23
of Receivables in Additional Accounts dated as of December 11, 1996 among the
Bank, as Transferor and Servicer, the Trustee and The Bank of New York
(Delaware), as trustee of the First USA Credit Card Master Trust II, and as
supplemented by the Series 1996-8 Supplement (the "Series 1996-8 Supplement"),
dated as of December 11, 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
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
1996-8 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
__________________
/*/ VISA(R) and MasterCard(R) are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
C-3
<PAGE>
fees and similar fees and charges (the "Other Charges"). Receivables in an
amount equal to the product of the Yield Factor (initially 1.3%) and amounts
charged by cardholders for goods and services and cash advances (the "Discount
Receivables") will be allocated to the Certificates and treated as Finance
Charge Receivables (Discount Receivables, together with the Periodic Finance
Charges, Annual Membership Fees and Other Charges, the "Finance Charge
Receivables").
Although a summary of certain provisions of the Agreement is set forth
below, this CIA Certificate does not purport to summarize the Agreement or the
Spread Account Agreement, dated as of December 11, 1996, between the Trustee,
the Transferor, the Servicer and The Bank of New York, as initial collateral
agent (the "Spread Account Agreement") and reference is made to the Agreement
and the Spread Account 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 or in the Spread
Account Agreement. This Certificate is one of a Series of Certificates
entitled "First USA Credit Card Master Trust CIA Certificates, Series 1996-8"
(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 and the Spread Account Agreement, to
which Agreement and Spread Account 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 or the Spread
Account Agreement, the terms of the Agreement and the Spread Account Agreement
shall govern.
The Transferor has structured the Agreement, the CIA Certificates, the
First USA Credit Card Master Trust Class A Floating Rate Asset Backed
Certificates, Series 1996-8 (the "Class A Certificates") and the First USA
Credit Card Master Trust Class B Floating Rate Asset Backed Certificates,
Series 1996-8 (the "Class B Certificates") with the
C-4
<PAGE>
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.
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 and outstanding from time to time 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 (i) CIA
Initial Invested Amount, minus (ii) the aggregate amount of principal payments
-----
made to the CIA Certificateholders prior to such Distribution Date, minus (iii)
-----
the aggregate amount of CIA Investor Charge-Offs for all prior Distribution
Dates allocated to the CIA Certificates, minus (iv) the aggregate amount of
-----
Reallocated Principal Collections for all prior Distribution Dates which have
been used to fund the Class A Required
C-5
<PAGE>
Amount or the Class B Required Amount allocated to the CIA Certificates, minus
-----
(v) an amount equal to the aggregate amount by which the CIA Invested Amount has
been reduced to fund the Class A Investor Default Amount and the Class B
Investor Default Amount on all prior Distribution Dates as described in the
Agreement and allocated to the CIA Certificates and plus (vi) 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 (ii), (iii) and (iv); provided, however, that the CIA
-------- -------
Invested Amount may not be reduced below zero.
The CIA Certificates will bear interest at the rate of ______% per
annum from December 11, 1996 through January 9, 1997 and for each Interest
Period thereafter, the CIA Certificates will bear interest at a per annum rate
of ____% 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 "CIA
Certificate Rate"). Interest will be distributed to the extent of available
funds on January 10, 1997, 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 Invested
Amount 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 January 10, 1997 and on each Distribution Date thereafter until
the Series 1996-8 Termination Date. Interest will be payable monthly on each
Distribution Date to the CIA Certificateholders of record as of the related
Record Date in accordance with the provisions of the Spread Account Agreement.
The Record Date with respect to any Distribution Date shall be the last day of
the calendar month preceding such Distribution Date.
The Servicer will establish and maintain a "Spread Account" with The
Bank of New York, as collateral agent (the "Collateral Agent") or a Qualified
Institution which at all
C-6
<PAGE>
times has a short-term rating of "P-1" by Moody's and "A-1" by Standard & Poor's
for the benefit of the CIA Certificateholders and First USA Bank as holder of
the Transferor Interest, pursuant to the Spread Account Agreement. Amounts on
deposit in the Spread Account will be used to fund shortfalls in amounts
available to fund the CIA Required Amount and to make payments to the CIA
Certificateholders, following payment in full of the Class A Invested Amount
and the Class B Invested Amount, of the Repayment Amount as provided in the
Spread Account Agreement. Under certain circumstances described in the Spread
Account Agreement, the Spread Account will be funded by Excess Finance Charge
Collections and in certain circumstances such amounts may be released from the
Spread Account. On the date on which all amounts due to the Certificateholders
have been paid in full, all amounts, if any, then remaining in the Spread
Account shall be distributed to the holder of the Exchangeable Transferor
Certificate or the spread replacement amount providers, as appropriate.
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
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-7
<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. On each Transfer Date following the commencement of the Accumulation
Period, prior to the earlier of the payment of the Class A Invested Amount in
full and the commencement of the Rapid Amortization Period, the Trustee will
deposit in the Principal Funding Account an amount equal to the least of (a)
Available Investor Principal Collections with respect to the preceding Monthly
Period, (b) the applicable Controlled Deposit Amount and (c) the Class A
Adjusted Invested Amount prior to any such deposit on such day. Amounts in the
Principal Funding Account will be paid to the Class A Certificateholders on the
Class A Scheduled Payment Date. After the full amount of the Class A Invested
Amount has been deposited in the Principal Funding Account and beginning with
the Transfer Date related to the Class B Principal Commencement Date, prior to
the commencement of the Rapid Amortization Period, the Trustee will deposit in
the Principal Funding Account an amount equal to the least of (a) the Available
Investor Principal Collec-
C-8
<PAGE>
tions with respect to the preceding Monthly Period remaining after application
thereof to the Class A Invested Amount, (b) the applicable Controlled Deposit
Amount (minus the Class A Monthly Principal with respect to such Transfer Date)
and (c) the Class B Adjusted Invested Amount prior to any such deposit on such
day. After payment in full of the Class A Invested Amount, amounts in the
Principal Funding Account will be paid to the Class B Certificateholders on the
Class B Scheduled Payment Date. After the full amount of the sum of the Class A
Invested Amount and the Class B Invested Amount has been deposited in the
Principal Funding Account, prior to the commencement of the Rapid Amortization
Period, the Trustee will deposit in the Principal Funding Account an amount
equal to the least of (a) the Available Investor Principal Collections with
respect to the preceding Monthly Period remaining after application thereof to
the Class A Invested Amount and the Class B Invested Amount, (b) the applicable
Controlled Deposit Amount (minus the Class A Monthly Principal and the Class B
Monthly Principal with respect to such Transfer Date) and (c) the CIA Adjusted
Invested Amount prior to any such deposit on such day. After payment in full of
the Class A Invested Amount and the Class B Invested Amount, amounts in the
Principal Funding Account will be paid to the CIA Certificateholders on the CIA
Scheduled Payment Date. Principal on the CIA Certificates is scheduled to be
distributed on the January 2004 Distribution Date. During the Accumulation
Period, the portion of Available Investor Principal Collections not applied to
Class A Monthly Principal, Class B Monthly Principal or CIA Monthly Principal on
a Transfer Date will generally be treated as Excess Principal Collections.
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 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
C-9
<PAGE>
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 January 2004 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 January 2004 Distribution Date if the Class A Invested Amount
is paid in full, Available Investor Principal Collections and Excess Principal
Collections allocable to Series 1996-8 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 1996-8 are
insufficient to pay in full the Class B Invested Amount on the January 2004
Distribution Date, the Rapid Amortization Period will commence.
On the January 2004 Distribution Date if the Class A Invested Amount
and the Class B Invested Amount each is paid in full, Available Investor
Principal Collections and Excess Principal Collections allocable to Series 1996-
8 remaining after payment in full of the Class A Invested Amount and the Class B
Invested Amount 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
C-10
<PAGE>
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 1996-8 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 Certificateholders of each Class of
Certificates, sequentially, in order of seniority, 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 Invested Amount
is 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 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
C-11
<PAGE>
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. After payment in full of
the Class A Invested Amount and the Class B Invested Amount, amounts deposited
in the Principal Funding Account for the benefit of the CIA Certificates will be
paid to the CIA Certificateholders on the January 2004 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 in full of the Class A Invested
Amount and the Class B Invested Amount 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
and the CIA Investor Principal Balance pursuant to the Spread Account Agreement.
All principal of and interest on the CIA Certificates is due and payable no
later than September 10, 2006 (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 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 Certifi-
C-12
<PAGE>
cates), and shall pay the proceeds to the Class A Certifi cateholders pro rata
then to the Class B Certificateholders pro rata and then to the CIA
Certificateholders 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 CIA 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 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 Paying
Agent and the Transfer Agent and Registrar, nor any agent of any of them or of
any such agent, shall be affected by notice to the contrary except in certain
circumstances described in the Agreement.
The Agreement and any Supplement may be amended by the Transferor, the
Servicer and the Trustee, without the consent of certificateholders of any
Series then outstanding for any purpose, provided that (i) the Transferor shall
--------
deliver an opinion of counsel acceptable to the Trustee to the effect that such
amendment will not adversely affect in any material respect the interest of such
certificateholders, and (ii) such amendment will not result in a withdrawal or
reduction of the rating of any outstanding Series.
C-13
<PAGE>
The Agreement and the Series 1996-8 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 1996-8 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
(i) it will not institute or join against the Trust and (ii) it will not, in its
capacity as a Certificateholder, institute or join against 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, participated, or otherwise transferred, except
in accordance
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<PAGE>
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. No transfers of partial interests in this Certificate shall be
permitted.
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 each of the Transferor and the
Servicer shall have granted 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 any, under Section
1446 of the Code), or (B) an estate or trust the income of which is includible
in gross income for United States federal income tax purposes. If the holder
hereof is (a) a person described in clause (A)(i) or (A)(ii) above, it has
furnished
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<PAGE>
to the Servicer and the Trustee, a properly executed United States Internal
Revenue Service Form W-9 and agrees to furnish a new Form W-9, or any successor
applicable form, upon the expiration or obsolescence of any previously delivered
form or (b) a person described in clause (A)(iii) above, it has furnished to the
Servicer and the Trustee, a properly executed United States Internal Revenue
Service Form 4224 and agrees to furnish a new Form 4224, or any successor
applicable form, upon the expiration or obsolescence of any previously delivered
form, and comparable statements in accordance with applicable United States
laws.
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 11th day of December, 1996.
FIRST USA BANK
By:_________________________________
Name: W. Todd Peterson
Title: 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: December 11, 1996
By:__________________________
Name:
Title
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<PAGE>
[LOGO APPEARS HERE]
Exhibit D
---------
BOOK-ENTRY-ONLY COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS)
(WITHOUT OWNER OPTION TO REDEEM)/
OTHER ASSET-BACKED SECURITIES/AND PASS-THROUGH CERTIFICATES
Letter of Representations
To be Completed by Issuer and Trustee
First USA Bank
--------------------------------------------
Name of Issuer
The Bank of New York (Delaware)
--------------------------------------------
Name of Trustee
December 11, 1996
--------------
Date
Attention: General Counsel's Office
The Depository Trust Company
55 Water Street: 49th Floor
New York, NY 10041-0099
Re: $400,000,000 Class A Floating Rate Asset Backed Certificates,
--------------------------------------------------------------
Series 1996-8; $36,200,000 Class B Floating Rate Asset
--------------------------------------------------------------
Backed Certificates, Series 1996-8
--------------------------------------------------------------
Issue Description
Ladies and Gentlemen:
This letter sets forth our understanding with respect to certain matters
relating to the above-referenced issue (the "Securities"). Trustee will act as
trustee with respect to the Securities pursuant to a trust indenture dated
September 1, 1992 the "Document"), J.P. Morgan Securities Inc, * as
---------------------------
Underwriter
supplemented as of December 11, 1996 is distributing the Securities through The
Depository Trust Company ("DTC").
To induce DTC to accept the Securities as eligible for deposit at DTC, and
to act in accordance with its Rules with respect to the Securities. Issuer and
Trustee make the following representations to DTC:
1. Prior to closing on the Securities on December 11, 1996, there shall
be deposited with DTC one Security certificate registered in the name of DTC's
nominee, Cede & Co., for each stated maturity of the Securities in the face
amounts set forth on Schedule A hereto, the total of
__________________________
* As Representative for itself, NationsBanc Capital Markets, Inc. and Salomon
Brothers Inc
<PAGE>
which represents 100% of the principal amount of such Securities. If however the
aggregate principal amount of any maturity exceeds $200 million, one
certificate will be issued with respect to each $200 million of principal amount
and an additional certificate will be issued with respect to any remaining
principal amount. Each Security certificate shall bear the following legend.
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation "DTC", to Issuer or
its agent for registration of transfer exchange or payment and any
certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC and any
payment is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC's, ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
the registered owner hereof. Cede & Co., has an interest herein.
2. In the event of any solicitation of consents from or voting by holders
of the Securities, Issuer or Trustee shall establish a record date for such
purposes with no provision for revocation of consents or votes by subsequent
holders and shall send notice of such record date to DTC not less than 15
calendar days in advance of such record date. Notices to DTC pursuant to this
Paragraph by telecopy shall be sent to DTC's Reorganization Department at (212)
709-6896 or (212) 709-6897, and receipt of such notices shall be confirmed by
telephoning (212) 709-6870. Notices to DTC pursuant to this Paragraph by mail or
by any other means shall be sent to DTC's Reorganization Department as indicated
in Paragraph 4.
3. In the event of a full or partial redemption. Issuer or Trustee shall
send a notice to DTC specifying; a: the amount the redemption or refunding; b:
in the case of a refunding, the maturity dates established under the refunding;
and c: the date such notice is to be mailed to Security holders or published
(the "Publication Date"). Such notice shall be sent to DTC by a secure means
(e.g., legible telecopy, registered or certified mail, overnight delivery) in a
timely manner designed to assure that such notice is in DTC's possession no
later than the close of business on the business day before or, if possible, two
business days before the Publication Date. Issuer or Trustee shall forward
such notice either in a separate secure transmission for each CUSIP number or in
a secure transmission for multiple CUSIP numbers (if applicable) which includes
a manifest or list of each CUSIP number submitted in that transmission. (The
party sending such notice shall have a method to verify subsequently the use of
such means and the timeliness of such notice.) The Publication Date shall be not
less than 30 days nor more than 60 days prior to the redemption date or, in the
case of an advance refunding, the date that the proceeds are deposited in
escrow. Notices to DTC pursuant to this Paragraph by telecopy shall be sent to
DTC's Call Notification Department at (516) 227-4039 or (516) 227-4190. If the
party sending the notice does not receive a telecopy receipt from DTC confirming
that the notice has been received, such party shall telephone (516) 227-4070.
Notices to DTC pursuant to this Paragraph by mail or by any other means shall be
sent to:
Manager: Call Notification Department
The Depository Trust Company
711 Stewart Avenue
Garden City, NY 11539-1719
4. In the event of an invitation to tender the Securities (including
mandatory tenders, exchanges, and capital changes), notice by Issuer or Trustee
to Security holders specifying the terms of the tender and the Publication Date
of such notice shall be sent to DTC by a secure means in the manner set forth in
the preceding Paragraph. Notices to DTC pursuant to this Paragraph and notices
of other corporate actions by telecopy shall be sent to DTC's Reorganization
Department at (212) 709-1093
-2-
<PAGE>
or (212) ???? and receipt of such matters shall be continued by telephoning
(212) 709-????. Notices to DTC pursuant to the above by mail or by any other
means shall be sent to:
Manager Reorganization Department
Reorganization Window
The Depository Trust Company
7 Hanover Square 23rd Floor
New York, NY 10004-2695
5. All notices and payment advices sent to DTC shall contain the CUSIP
number of the Securities.
6. Trustee shall send DTC written notice with respect to the dollar amount
per $1,000 original face value or other minimum authorized denomination if less
than $1,000 face value payable on each payment date allocated as to the interest
and principal portions thereof preferably 5, but not less than 2, business days
prior to such payment date. Such notices, which shall also contain the current
pool factor, any special adjustments to principal/interest rates (e.g.,
adjustments due to deferred interest or shortfall), and Trustee contact's name
and telephone number, shall be sent by telecopy to DTC's Dividend Department at
(212) 709-1723, or if by mail or by any other means to:
Manager: Announcements
Dividend Department
The Depository Trust Company
7 Hanover Square, 22nd Floor
New York, NY 10004-2695
7. [NOTE: ISSUER MUST REPRESENT ONE OF THE FOLLOWING, AND CROSS OUT THE
OTHER:] [The interest accrual period is payment date to payment date.]
8. Trustee must provide DTC, no later than noon (Eastern Time) on the
payment date, CUSIP numbers for each issue for which payment is being sent, as
well as the dollar amount of the payment for each issue. Notification of payment
details should be sent using automated communications.
9. Interest payments and principal payments that are part of periodic
principal-and-interest payments shall be received by Cede & Co., as nominee of
DTC, or its registered assigns in same-day funds, no later than 2:30 p.m.
(Eastern Time) on each payment date (in accordance with existing arrangements
between Issuer or Trustee and DTC). Absent any other arrangements between Issuer
or Trustee and DTC, such funds shall be wired as follows:
The Chase Manhattan Bank
ABA 021000021
For credit to A/C The Depository Trust Company
Dividend Deposit Account 066-026776
Issuer or Trustee shall provide interest payment information to a standard
announcement service subscribed to by DTC. In the unlikely event that no such
service exists, Issuer or Trustee shall provide interest payment information
directly to DTC in advance of the interest payment date as soon as the
information is available. This information should be conveyed directly to DTC
electronically. If electronic transmission is not available, absent any other
arrangements between Trustee and DTC, such information should be sent by
telecopy to DTC's Dividend Department at (212) 709-1723 or
-3-
<PAGE>
???????????????? such notices shall be ???? by telephoning??????????????????????
Notices to DTC pursuant to the above by mail or by any other means shall be sent
to:
Manager Announcements
Dividend Department
The Depository Trust Company
Hanover Square 22nd Floor
New York; NY 10004-2695
10. DTC shall receive maturity and redemption payments allocated with
respect to each CUSIP number on the payable date in same-day funds by 2:30pm.
Eastern Time. Absent any other arrangements between Trustee and DTC such
payments shall be wired as follows:
The Chase Manhattan Bank
ABA 021000021
For credit to A/C The Depository Trust Company
Redemption Account 066-027306
in accordance with existing SDFS payment procedures in the manner set forth in
DTC's SDFS Paying Agent Operating Procedures, a copy of which has previously
been furnished to Trustee.
11. DTC shall receive all reorganization payments and CUSIP level detail
resulting from corporate actions such as tender offers, remarketings or mergers'
on the first payable date in same-day funds by 2:30 p.m. Eastern Time. Absent
any other arrangements between Trustee and DTC, such payments shall be wired as
follows:
The Chase Manhattan Bank
ABA 021000021
For credit to A/C The Depository Trust Company
Reorganization Account 066-027608
12. DTC may direct Issuer or Trustee to use any other number or address as
the number or address to which notices or payments of interest or principal may
be sent.
13. In the event of a redemption, acceleration, or any other similar
transaction e.g. tender made and accepted in response to Issuer's or Trustee's
invitation) necessitating a reduction in the aggregate principal amount of
Securities outstanding or an advance refunding of part of the Securities
outstanding, DTC, in its discretion: (a) may request Issuer or Trustee to issue
and authenticate a new Security certificate; or (b) may make an appropriate
notation on the Security certificate indicating the date and amount of such
reduction in principal except in the case of final maturity, in which case the
certificate will be presented to Issuer or Trustee prior to payment, of
required.
14. In the event that Issuer determines that beneficial owners of Security
shall be able to obtain certificated Securities, Issuer or Trustee shall notify
DTC of the availability of certificates. In such event, Issuer or Trustee shall
issue, transfer, and exchange certificates in appropriate amounts, as required
by DTC and others.
15. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Trustee (at which time DTC will confirm with Issuer or Trustee the aggregate
principal amount of Securities outstanding). Under such circumstances, at DTC's
request Issuer and Trustee shall cooperate fully with DTC by taking.
-1-
<PAGE>
appropriate action to make available one or more separate certificates
evidencing Securities to any DTC Participant having Securities credited to its
DTC accounts.
16. Issuer: (a) understands that DTC has no obligation to, and will not,
communicate to its Participants or to any person having an interest in the
Securities any information contained in the Security certificates, and (b)
acknowledges that neither DTC's Participants nor any person having an interest
in the Securities shall be deemed to have notice of the provisions of the
Security certificates by virtue of submission of such certificates to DTC.
17. Nothing herein shall be deemed to require Trustee to advance funds on
behalf of Issuer.
18. Rider 5A is incorporated herein.
NOTES:
- -----
A If there is a Trustee as defined in this Letter of Representations. Trustee
as well as Issuer must sign this Letter. If there is no Trustee in signing this
Letter Issuer itself undertakes to perform all of the obligations set forth
herein.
B Schedule B contains statements that DTC believes accurately describe DTC,
the method of effecting book-entry transfers of securities distributed through
DTC, and certain related matters.
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
By:_______________________________________
Very truly yours,
First USA Bank
- ------------------------------------------
Issuer
By: /s/ [Signature Illegible]
--------------------------------------
Authorized Officer's Signature
The Bank of New York (Delaware)
- ------------------------------------------
Trustee
By:_______________________________________
Authorized Officer's Signature
-5-
<PAGE>
appropriate action to make available one or more separate certificates
evidencing Securities to any DTC Participant having Securities credited to its
DTC accounts.
16. Issuer: a understands that DTC has no obligation to, and will not,
communicate to its Participants or to any person having an interest in the
Securities any information contained in the Security certificates and he
acknowledges that neither DTC's Participants nor any person having an interest
in the Securities shall be deemed to have notice of the provisions of the
Security certificates by virtue of submission of such certificates to DTC.
17. Nothing herein shall be deemed to require Trustee to advance funds on
behalf of Issuer.
18. Rider 5A is incorporated herein.
NOTES:
- -----
A: If there is a Trustee as defined in this Letter of Representations, Trustee
as well as Issuer must sign this Letter. If there is no Trustee, in signing this
Letter Issuer itself undertakes to perform all of the obligations set forth
herein.
B. Schedule B contains statements that DTC believes accurately describe DTC
the method of effecting book-entry transfers of securities distributed through
DTC, and certain related matters.
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
By: [SIGNATURE ILLEGIBLE]
----------------------------------------
Very truly yours
First USA Bank
- -------------------------------------------
Issuer
By:________________________________________
Authorized Officers Signature
The Bank of New York (Delaware)
- ----------------------------------------
Trustee
By: [SIGNATURE ILLEGIBLE]
-------------------------------------
Authorized Officer's Signature
-5-
<PAGE>
Rider 5A
- --------
19. The terms "trust indenture" and "Indenture" are hereby replaced wherever
they appear in the Letter of Representations with the term "Pooling and
Servicing Agreement.
20. The term "Securities" is hereby replaced wherever it appears in the Letter
of Representations with the term "Certificates."
<PAGE>
[LOGO APPEARS HERE]
REPRESENTATIONS FOR DEPOSIT/WITHDRAWAL AT CUSTODIAN ("DWAC") --
to be included in DTC Letter of Representations
-----------------------------------------------
The Security certificate(s) shall remain in Agent's custody as a "Balance
Certificate" subject to the provisions of the Balance Certificate Agreement
between Agent and DTC currently in effect.
On each day on which Agent is open for business and on which it receives an
instruction originated by a Participant through DTC's Deposit/Withdrawal at
Custodian ("DWAC") system to increase the Participant's account by a specified
number of shares, units, or obligations (a "Deposit Instruction"), Agent shall,
before 6:30 p.m. (Eastern Time) that day, either approve or cancel the Deposit
Instruction through the DWAC system.
On each day on which Agent is open for business and on which it receives an
instruction originated by a Participant through the DWAC system to decrease the
Participant's account by a specified number of shares, units, or obligations (a
"Withdrawal Instruction"), Agent shall, before 6:30 p.m. (Eastern Time) that
day, either approve or cancel the Withdrawal Instruction through the DWAC
system.
Agent agrees that its approval of a Deposit or Withdrawal Instruction
shall be deemed to be the receipt by DTC of a new, reissued or reregistered
certificated security on registration of transfer to the name of Cede & Co. for
the quantity of Securities evidenced by the Balance Certificate after the
Deposit or Withdrawal Instruction is effected.
<PAGE>
SCHEDULE A
----------
(Describe Issue)
First USA Credit Card Master Trust
$400,000,000 Class A Floating Rate Asset Backed
Certificates, Series 1996-8
$36,200,000 Class B Floating Rate Asset Backed
Certificates, Series 1996-8
<TABLE>
<CAPTION>
CUSIP PRINCIPAL AMOUNT MATURITY DATE INTEREST RATE
- ----- ---------------- ------------- -------------
<S> <C> <C> <C>
337435BS9 $200,000,000 September 11, 2006 0.12% above LIBOR
337435BS9 $200,000,000 September 11, 2006 0.12% above LIBOR
337435BT7 $ 36,200,000 September 11, 2006 0.34% above LIBOR
</TABLE>
<PAGE>
SCHEDULE B
----------
SAMPLE OFFICIAL STATEMENT LANGUAGE
DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
-----------------------------------
(PREPARED BY DTC--BRACKETED MATERIAL MAY BE APPLICABLE ONLY TO CERTAIN ISSUES)
1. The Depository Trust Company "DTC", New York, NY, will act as
securities depositor for the securities the "Securities". The Securities will
be issued as fully-registered securities registered in the name of Cede & Co.
DTC's partnership nominee. One fully registered Security certificate will be
issued for each issue of the Securities, (each) in the aggregate principal
amount of such issue and will be deposited with DTC. If however the aggregate
principal amount of any issue exceeds 52(x) million one certificate will be
issued with respect to each $200 million of principal amount and an additional
certificate will be issued with respect to any remaining principal amount of
such issue.
2. DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants, "Participants" deposit
with DTC. DTC also facilitates the settlement among Participants of securities
transactions such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
Participants include securities brokers and dealers banks, trust companies,
clearing corporations and certain other organizations. DTC is owned by a number
of its Direct Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange Inc., and the National Association of Securities
Dealers Inc. Access to the DTC system is also available to others such as
securities brokers and dealers, banks and trust companies that clear through or
maintain a custodial relationship with a Direct Participant, either directly or
indirectly, "Indirect Participants". The Rules applicable to DTC and its
Participants are on file with the Securities and Exchange Commission.
3. Purchases of Securities under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Securities on DTC's
records. The ownership interest of each actual purchaser of each Security
"Beneficial Owner", is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books
of Participants acting on behalf of Beneficial Owners. Beneficial Owners will
not receive certificates representing their ownership interests in Securities,
except in the event that use of the book-entry system is discontinued.
4. To facilitate subsequent transfers, all Securities deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Securities with DTC and their registration in the
name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Securities; DTC's records
reflect only the identity of the Direct Participants to whose accounts such
Securities are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
5. Conveyance of notices and other communications by DTC to Direct
Participants by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
[6. Redemption notices shall be sent to Cede & Co. If less then all of the
Securities within an issue are being redeemed DTC's practice is to determine by
lot the amount of the interest of each Direct Participant in such issue to be
redeemed.]
-i-
<PAGE>
7. Neither DTC nor Cede & Co. will consent ???????with respect to
Securities Under ????? DTC ???? Omnibus Proxy to Issuer as soon as possible
after the record date. The Omnibus Proxy assigns Cede & Co's consenting or
voting rights to those Direct Participants to whose accounts the Securities are
credited on the record date identified in a listing attached to the Omnibus
Proxy.
8. Principal and interest payments on the Securities will be made to DTC.
DTC's practice is to credit Direct Participant's accounts on payable date in
accordance with their respective holdings shown on DTC's records unless DTC has
reason to believe that it will not receive payment on payable date. Payments by
Participants to Beneficial Owners will be governed by standing instructions and
customary practices as is the case with securities held for the accounts of
customers in hearer form or registered in "street name" and will be the
responsibility of such Participant and not of DTC. Trustee or Issuer subject to
any statutory or regulatory requirements as may be in effect from time to time.
Payment of principal and interest to DTC is the responsibility of Issuer or
Trustee, disbursement of such payments to the Beneficial Owners shall be the
responsibility of Direct and Indirect Participants.
9. A Beneficial Owner shall give notice to elect to have its Securities
purchased or tendered through its Participant to Trustee for Tender/Remarketing
Agent, and shall effect delivery of such Securities by causing the Direct
Participant to transfer the Participant's interest in the Securities, on DTC's
records, to Trustee or Tender Remarketing Agent. The requirement for physical
delivery of Securities in connection with an optional tender or a mandatory
purchase will be deemed satisfied when the ownership rights in the Securities
are transferred by Direct Participants on DTC's records and followed by a
book-entry credit of tendered Securities to Trustee or Remarketing Agents, DTC
account.
10. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent. Under such circumstances, in the event that a successor securities
depository is not obtained. Security certificates are required to be printed and
delivered.
11. Issuer may decide to discontinue use of the system of book-entry
transfers through DTC or a successor securities depository. In that event,
Security certificates will be printed and delivered.
12. The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that Issuer believes to be reliable, but
Issuer takes no responsibility for the accuracy thereof.
-ii-
<PAGE>
EXHIBIT E
MONTHLY ALLOCATIONS AND PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
FIRST USA BANK
________________________________________________
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1996-8
________________________________________________
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 1996-8
Supplement dated December 11, 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.
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
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS SERIES 1996-8
PAGE E-2
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
================
2. A. Class B Finance Charge Allocations
Principal Funding Investment Proceeds N/A
Reserve Account Withdrawals N/A
----------------
Total Class B Available Funds
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS SERIES 1996-8
PAGE E-3
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. CIA Finance Charge Allocations
Principal Funding Investment Proceeds N/A
Reserve Account Withdrawals N/A
----------------
Total CIA Available Funds
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 ________________
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS SERIES 1996-8
PAGE E-4
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
================
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
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS SERIES 1996-8
PAGE E-5
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 ________________
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
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS SERIES 1996-8
PAGE E-6
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
2. Class B Principal Collections
Class B Default Amount (during Accumulation
Period)
Class B Charge-Offs Amount (during Accumulation
Period) ________________
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS SERIES 1996-8
PAGE E-7
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
================
(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
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS SERIES 1996-8
PAGE E-8
(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)
<PAGE>
EXHIBIT F
MONTHLY CERTIFICATEHOLDERS' STATEMENT
FIRST USA BANK
________________________________________________
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1996-8
________________________________________________
Monthly Period:
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 1996-8 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.)
<PAGE>
MONTHLY CERTIFICATEHOLDER'S STATEMENT SERIES 1996-8
PAGE F-2
B. The amount of the distribution
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
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
<PAGE>
MONTHLY CERTIFICATEHOLDER'S STATEMENT SERIES 1996-8
PAGE F-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 2.C.(b) above as a
percentage of the aggregate amount of Principal
Receivables set forth in paragraph 2.C.(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
Class B N/A
<PAGE>
MONTHLY CERTIFICATEHOLDER'S STATEMENT SERIES 1996-8
PAGE F-4
CIA Inv. Amt. N/A
----------------
Total N/A
(e) The Fixed/Floating Allocation Percentage: The Invested
Amount set forth in paragraph 2.C.(d) above as a
percentage of the aggregate amount of Principal
Receivables set forth in paragraph 2.C.(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
================
<PAGE>
MONTHLY CERTIFICATEHOLDER'S STATEMENT SERIES 1996-8
PAGE F-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 2.F.(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 2.C.(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
================
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT SERIES 1996-8
PAGE F-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
-------------------
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
J. The Pool Factor.
----------------
The Pool Factor (which represents the ratio of the amount of the
Invest or 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 denomination of
the holder's Certificate by the Pool Factor
Class A
Class B
Total (weighted avg.) _______________
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT SERIES 1996-8
PAGE F-7
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
Less: Withdrawals to Distribution Account _______________
Ending Balance
C. Accumulation Shortfall
----------------------
The Controlled Deposit Amount for the previous
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT SERIES 1996-8
PAGE F-8
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
B. Reserve Account Investment Proceeds
-----------------------------------
Reserve Account Investment Proceeds transferred to the
Finance Charge Account on the Related Transfer Date N/A
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT SERIES 1996-8
PAGE F-9
C. Withdrawals from the Reserve Account
------------------------------------
Total Withdrawals from the Reserve Account transferred
to the Finance Charge Account on the Related Transfer
Date (4.A.(d) plus 4.B. above) N/A
D. The Portfolio Adjusted Yield
----------------------------
The Portfolio Adjusted Yield for the related Mthly Period
<PAGE>
EXHIBIT G
[DATE]
First USA Bank
201 North Walnut Street
Wilmington, Delaware 19801
The Bank of New York (Delaware)
White Clay Center
Route 273
Newark, Delaware 19711
Re: CIA Certificates, Series 1996-8
-----------------------------------------
Ladies and Gentlemen:
In connection with our proposed purchase of $_________ in principal amount
of First USA Credit Card Master Trust, CIA Certificates, Series 1996-8 (the "CIA
Certificates"), we confirm that:
1. We have received a copy of the Private Placement Memorandum dated
December 4, 1996 relating to the CIA Certificates (the "Private Placement
Memorandum") and such other information and documentation as we deem necessary
in order to make our investment decision. We understand that the Private
Placement Memorandum and any such other information and documentation speaks
only as of its date and that the information contained in the Private Placement
Memorandum and such other information and documentation may not be correct or
complete as of any time subsequent to such date.
2. We agree to be bound by the restrictions and conditions set forth in
the Pooling and Servicing Agreement, dated as of September 1, 1992, as
supplemented by the Series 1996-8 Supplement dated as of December 11, 1996 (the
"Series 1996-8 Supplement" and together with the Pooling and Servicing
Agreement, the "Pooling and Servicing Agreement"), each by and between First USA
Bank, as transferor and servicer, and The Bank of New
<PAGE>
York (Delaware) relating to the CIA Certificates and agree to be bound by, and
not reoffer, resell, pledge or otherwise transfer (any such act, a "Transfer")
the CIA Certificates except in compliance with, such restrictions and conditions
including but not limited to those in Section 11 of the Series 1996-8
Supplement.
3. We understand that the CIA Certificates have not been and will not be
registered under the Securities Act of 1933, as amended (the "Securities Act")
or any state securities law and agree that the CIA Certificates may be
reoffered, resold, pledged or otherwise transferred only in compliance with the
Securities Act and other applicable laws and only (i) to the Transferor, (ii) to
a limited number of institutional "accredited investors" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act) and in a transaction exempt
from the registration requirements of the Securities Act (upon delivery of the
documentation required by the Pooling and Servicing Agreement and, if the
Trustee so requires, an opinion of counsel satisfactory to the Trustee) or (iii)
pursuant to Rule 144A under the Securities Act to a person that we reasonably
believe is a qualified institutional buyer within the meaning of Rule 144A
("QIB") purchasing for its own account or a QIB purchasing for the account of a
QIB, whom we have informed, in each case, that the reoffer, resale, pledge or
other transfer is being made in reliance on Rule 144A.
4. We have neither acquired nor will we Transfer any CIA Certificate we
acquire (or any interest therein) or cause any CIA Certificate (or any interest
therein) to be marketed on or through an "established securities market" within
the meaning of Section 7704(b)(1) of the Internal Revenue Code of 1986, as
amended (the "Code") and any treasury regulation thereunder, including, without
limitation, an over-the-counter-market or an interdealer quotation system that
regularly disseminates firm buy or sell quotations.
5. We are not and will not become, for so long as we own any interest in
the CIA Certificates, a partnership, Subchapter S corporation or grantor trust
for United States federal income tax purposes. [IF THIS REPRESENTATION CANNOT
BE MADE, THE TRANSFEROR, THE SERVICER OR THE TRUSTEE MAY REQUIRE ADDITIONAL
REPRESENTATIONS.]
<PAGE>
6. We are a person who is either (A)(i) a citizen or resident of the
United States, (ii) a corporation or other entity organized in or under the laws
of the United States or any political subdivision thereof or (iii) a person not
described in (i) or (ii) whose ownership of the CIA Certificates is effectively
connected with a such person's conduct of a trade or business within the United
States (within the meaning of the Code) and our ownership of any interest in a
CIA Certificate will not result in any withholding obligation with respect to
any payments with respect to the CIA Certificates by any person or (B) an
estate or trust the income of which is includible in gross income for United
States federal income tax purposes. We agree that (a) if we are a person
described in clause (A)(i) or (A)(ii) above, we will furnish to the person from
whom we are acquiring a CIA Certificate, the Servicer and the Trustee, a
properly executed U.S. Internal Revenue Service Form W-9 and a new Form W-9, or
any successor applicable form, upon the expiration or obsolescence of any
previously delivered form or (b) if we are a person described in clause (A)(iii)
above, we will furnish to the person from whom we are acquiring a CIA
Certificate, the Servicer and the Trustee, a properly executed U.S. Internal
Revenue Service Form 4224 and a new Form 4224, or any successor applicable form,
upon the expiration or obsolescence of any previously delivered form (and, in
each case, such other certifications, representations or opinions of counsel as
may be requested by the Transferor, the Servicer or the Trustee). We recognize
that if we are a tax-exempt entity, payments with respect to the CIA
Certificates may constitute unrelated business taxable income.
7. We understand that no subsequent Transfer of a CIA Certificate is
permitted unless (i) such Transfer is of a CIA Certificate with a denomination
of at least $1,000,000 and (ii) the Transferor and the Servicer each consent in
writing to the proposed Transfer, which consent shall be granted (assuming that
all other conditions to such Transfer are satisfied) unless either the
Transferor or the Servicer determines in its sole and absolute discretion that
such 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; provided, that any attempted Transfer that
--------
would cause the number of Targeted Holders (as defined in the CIA Purchase
G-3
<PAGE>
Agreement) to exceed ninety nine shall be void; and provided, further, that
-------- -------
there shall not at any time be more than 10 holders of CIA Certificates of
Series 1996-8 or such other number as may be consented to by the Transferor,
which consent may be withheld in its sole and absolute discretion.
8. We understand that the opinion of tax counsel that the Trust is not a
publicly traded partnership taxable as a corporation is dependent in part on the
accuracy of the representations in paragraphs 4, 5, 6 and 7 and that, if such
representations are not accurate, in addition to our being subject to having our
purchase rescinded, we will be liable for damages.
9. We are (a) an institutional "accredited inves tor" (as defined in Rule
501(a)(1), (2), (3), or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the CIA
Certificates, and we and any account for which we are acting are each able to
bear the economic risk of our or its investment or (b) a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act)
purchasing for our own account or for the account of a "qualified institutional
buyer" and we understand that the sale to us is being made in reliance on Rule
144A under the Securities Act.
10. We are acquiring each of the CIA Certificates purchased by us for our
own account or for a single account (each of which is an institutional
"accredited investor") as to which we exercise sole investment discretion.
THE FOLLOWING REPRESENTATION MUST BE GIVEN BY ALL PURCHASERS WHO ARE NOT PLAN
PURCHASERS
11. We are 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
G-4
<PAGE>
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 (including for purposes of clause (iv) or (v)
any insurance company general account, but excluding any entity registered under
the Investment Company Act of 1940, as amended).
THE FOLLOWING REPRESENTATION MUST BE GIVEN BY ALL PURCHASERS WHO ARE PLAN
PURCHASERS
11. We are either (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 (including for
purposes of clause (iv) or (v) any insurance company general account, but
excluding any entity registered under the Investment Company Act of 1940, as
amended) (each Person described in clauses (i) through (v), a "Plan Purchaser")
and we acknowledge and understand that at no time shall the aggregate percentage
of the CIA Invested Amount Transferred to Plan Purchasers equal or exceed 25%
of the CIA Invested Amount.
12. We understand that any purported Transfer of any CIA Certificate in
contravention of the restrictions and conditions in paragraphs 1 through 11
above (including any violation of the representation in paragraph 5 by an
investor who continues to hold a CIA Certificate occurring any time after the
Transfer in which it acquired such CIA Certificate) shall be null and void and
the purported transferee shall not be recognized by the Trust or any other
person as a CIA Certificateholder for any purpose.
13. We further understand that, on any proposed resale, pledge or
transfer of any CIA Certificates, we will be required to furnish to the Trustee
and the Registrar,
G-5
<PAGE>
such certification and other information as the Trustee or the Registrar may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions and with the restrictions and conditions of the CIA Certificates
and the Pooling and Servicing Agreement pursuant to which the CIA Certificates
were issued and we agree that if we determine to Transfer any CIA Certificate,
we will cause our proposed transferee to provide the Transferor, the Servicer
and the Trustee with a letter substantially in the form of this letter. We
further understand that CIA Certificates purchased by us will bear a legend to
the foregoing effect.
14. The person signing this letter on behalf of the ultimate beneficial
purchaser of the CIA Certificates has been duly authorized by such beneficial
purchaser of the CIA Certificates to do so.
15. The CIA Certificates purchased by us should be registered in the name
and issued in the denominations set forth on Schedule 1 hereto. All payments on
the CIA Certificates held by us should be wired to us in accordance with the
instructions set forth on Schedule 1 hereto unless we otherwise notify the
Transferor, the Servicer and the Trustee in writing.
You are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.
Very truly yours,
[NAME OF TRANSFEREE]
By:________________________
Name:
Title:
G-6
<PAGE>
Schedule 1
----------
Registration and Payment Instructions
-------------------------------------
Registration Instructions:
- -------------------------
Full Legal Name of Purchaser:__________________________
Number and Denomination of Certificates:_______________
_______________
Payment Instructions:
- --------------------
Name of Bank: ___________________
Address of Bank:___________________
Account Name: ___________________
Account Number: ___________________
ABA Number: ___________________
Reference: ___________________
G-7
