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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) August 6, 1996
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First USA, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-11030 75-2291060
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification Number)
organization)
1601 Elm Street, 46th Floor, Dallas, Texas 75201
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(Address of principal executive offices) (Zip Code)
214-849-2444
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former fiscal year, if changed since last
report.)
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Item 5. Other Events.
On August 6, 1996, First USA Bank (the "Bank"), a wholly-owned
subsidiary of First USA Financial, Inc., which is a wholly-owned subsidiary of
First USA, Inc., completed the securitization of approximately $602,410,000 of
credit card receivables. The securitization consists of floating rate asset
backed certificates, with two classes of publicly traded securities (Class A and
Class B) and privately placed CIA Certificates representing CIA Invested
Amounts.
Series 1996-4 consists of $500,000,000 Class A Floating Rate Asset
Backed Certificates and $45,180,000 Class B Floating Rate Asset Backed
Certificates, each of which has an average life of approximately ten years.
Series 1996-4 also consists of $57,230,000 CIA Certificates, which will be
subordinated to the Class A and Class B Certificates and will provide credit
enhancement for the benefit of Class A and Class B Certificateholders.
First USA Bank services the receivables that are included in the
securitization and will continue to service the accounts associated with such
receivables following the securitization.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
1. Underwriting Agreement of First USA Credit Card Master Trust,
Series 1996-4, dated as of July 30, 1996, between First USA Bank and CS First
Boston Corporation, as Representative of the several Underwriters set forth
therein.
99. Series 1996-4 Supplement, dated as of August 6, 1996, to the
Pooling and Servicing Agreement, dated as of September 1, 1992, between First
USA Bank, as Transferor and Servicer, and The Bank of New York (Delaware), as
Trustee.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 21, 1996
First USA, Inc.
By: /s/ Philip E. Taken
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Philip E. Taken
Senior Vice President
and General Counsel
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EXHIBIT INDEX
Exhibit No. Description
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1. Underwriting Agreement of First USA Credit Card
Master Trust, Series 1996-4, dated as of July 30,
1996, between First USA Bank and CS First Boston
Corporation, as Representative of the several
Underwriters set forth therein.
99. Series 1996-4 Supplement, dated as of August 6,
1996, to the Pooling and Servicing Agreement,
dated as of September 1, 1992, between First USA
Bank, as Transferor and Servicer, and The Bank of
New York (Delaware), as Trustee.
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EXHIBIT 1
First USA Credit Card Master Trust
Class A Floating Rate Asset Backed Certificates,
Series 1996-4
Class B Floating Rate Asset Backed Certificates,
Series 1996-4
UNDERWRITING AGREEMENT
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July 30, 1996
CS First Boston Corporation
as Representative of the
Underwriters set forth herein
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
Ladies and Gentlemen:
First USA Bank, a Delaware chartered banking corporation (the "Bank"),
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has duly authorized the issuance and sale to CS First Boston Corporation (the
"Representative"), J.P. Morgan Securities Inc. and NationsBanc Capital Markets,
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Inc., as underwriters (each individually, an "Underwriter" and collectively, the
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"Underwriters") of First USA Credit Card Master Trust $500,000,000 aggregate
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principal amount of Class A Floating Rate Asset Backed Certificates, Series
1996-4 (the "Class A Certificates") and $45,180,000 aggregate principal amount
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of Class B Floating Rate Asset Backed Certificates, Series 1996-4 (the "Class B
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Certificates" and together with the Class A Certificates, the "Certificates").
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The Certificates will be issued pursuant to a Pooling and Servicing Agreement,
dated as of September 1, 1992, as supplemented by the Series 1996-4 Supplement
dated as of August 6, 1996 (together, the "Pooling and Servicing Agreement"),
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each by and between the Bank, as transferor and servicer, and The Bank of New
York (Delaware) (the "Trustee").
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Each Certificate will represent an undivided interest in certain
assets of First USA Credit Card Master Trust (the "Trust"). The property of the
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Trust will include, among other things, receivables (the "Receivables") arising
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under certain
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MasterCard(R) and VISA(R)/*/ revolving credit card accounts (the "Accounts").
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Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed thereto in the Pooling and Servicing Agreement.
1. Representations, Warranties and Agreements of the Bank. The Bank
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represents and warrants to, and agrees with, the Underwriters as follows:
(A) The Bank has filed with the Securities and Exchange
Commission (the "Commission"), on Form S-3, a registration statement, including
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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
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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 Underwriters 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
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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
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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
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supplement (the "Prospectus Supplement") relating to the Certificates, as filed
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/*/ VISA(R) and MasterCard(R) are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
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with the Commission pursuant to and in accordance with Rule 424(b) ("Rule
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424(b)") under the Act is, together with the prospectus filed as part of the
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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
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Prospectus"), hereinafter referred to as the "Prospectus". "Execution Time"
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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
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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,
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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
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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, the Certificate Purchase 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) Each of the Spread Account Agreement and the Certificate
Purchase 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, each of the Spread
Account Agreement and the Certificate Purchase 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 will conform in all material
respects with the description thereof contained in the Prospectus.
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(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, the Certificate
Purchase Agreement, or the Pooling and Servicing Agreement, nor the consummation
of any of the transactions herein or therein contemplated, nor the fulfillment
of the terms of the Certificates, the Pooling and Servicing Agreement, the
Spread Account Agreement, the Certificate Purchase Agreement or this Agreement,
will result in the breach of any term or provision of the charter or by-laws of
the Bank, or conflict with, result in a breach, violation or acceleration of, or
constitute a default under, the terms of any indenture or other agreement or
instrument to which the Bank is a party or by which it or its properties is
bound or may be affected or any statute, order or regulation applicable to the
Bank of any court, regulatory body, administrative agency, governmental body or
arbitrator having jurisdiction over the Bank or will result in the creation of
any Lien upon any property or assets of the Bank (other than as contemplated in
the Pooling and Servicing Agreement). The Bank is not a party to, bound by, or
in breach or violation of, any indenture or other agreement or instrument, or
subject to or in violation of any statute, order or regulation of any court,
regulatory body, administrative agency, governmental body or arbitrator having
jurisdiction over it, that materially and adversely affects the ability of the
Bank to perform its obligations under this Agreement, the Pooling and Servicing
Agreement, the Spread Account Agreement, the Certificate Purchase 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 Certificate
Purchase Agreement, the Pooling and Servicing Agreement, or the Certificates,
(ii) assert the invalidity of this Agreement, the Spread Account Agreement, the
Certificate Purchase Agreement, the Pooling and Servicing Agreement, or the
Certificates, (iii) seek to prevent the issuance, sale or delivery of the
Certificates or any of the transactions contemplated by this Agreement, the
Spread Account Agreement, the Certificate Purchase 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
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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, the Certificate Purchase
Agreement, or the Pooling and Servicing Agreement. Any taxes, fees and other
governmental charges in connection with the execution, delivery and issuance of
the Certificates or the execution and delivery of this Agreement, the Spread
Account Agreement, the Certificate Purchase 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 Certificate Purchase
Agreement, the Pooling and Servicing Agreement, or the Certificates or the
consummation of the transactions contemplated hereby or thereby except the
filing of Uniform Commercial Code financing statements with respect to the
Receivables and to the approval of the Office of the State 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 June 30, 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 then outstanding, plus (y) $602,410,000 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").
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2. Purchase, Sale, Payment and Delivery of Certificates. On the
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basis of the representations, warranties and agreements herein contained, but
subject to the terms and conditions herein set forth, the Bank agrees to sell to
the Underwriters, and the Underwriters agree, severally and not jointly, to
purchase from the Bank, on August 6, 1996 or on such other date as shall be
mutually agreed upon by the Bank and the Underwriters (the "Closing Date"), the
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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 99.55%
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 99.50%
of the principal amount thereof.
The closing of the sale of the Certificates (the "Closing") shall be
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held at the offices of Skadden, Arps, Slate, Meagher & Flom, 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
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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 Series Term Sheet dated July 26, 1996 relating to the Certificates (the
"Series Term Sheet") prepared by the Bank and attached hereto as Exhibit B,
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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
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17, 1995, issued by the Commission to the Public Securities Association (the
"PSA Letter") and the requirements of the no-action letter, dated
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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,
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the "No-Action Letters").
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(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 Series Term Sheet, it has not and will not use any
information that constitutes "ABS Term Sheets," Structural Term Sheets," or
"Collateral Term Sheets" with respect to the offering of the Certificates. For
purposes hereof, "Computational Materials" shall have the meaning given such
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term in the No-Action Letters. For purposes hereof, "ABS Term Sheets,"
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"Structural Term Sheets" and "Collateral Term Sheets" shall have the meanings
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given such terms in the PSA Letter.
4. Certain Agreements of the Bank. The Bank covenants and agrees
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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 such stop order and to obtain as soon as possible
the lifting of any issued stop order.
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(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 furnished to the Trustee pursuant to the Pooling and
Servicing Agreement, as soon as such statements and reports are furnished to the
Trustee.
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(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)
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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
setting forth all Computational Materials, ABS Term Sheets, Structural Term
Sheets and Collateral Term Sheets 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. The Bank shall file
any corrected ABS Term Sheets, Structural Term Sheets or Collateral Term Sheets
described in Subsection 3(b)(vi) as soon as practicable following receipt
thereof.
5. Payment of Expenses. The Bank will pay all expenses incident to
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the performance of its obligations under this Agreement, including (i) the
printing of any Computational Materials, ABS Term Sheets, Structural Term Sheets
and Collateral Term Sheets, (ii) the printing of the Prospectus and of each
amendment or supplement thereto, (iii) the preparation of this Agreement, the
Spread Account Agreement, the Certificate Purchase 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 any Computational Materials, ABS Term Sheets, Structural Term Sheets and
Collateral Term Sheets, (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 rating of the Certificates, (xi) the fees and
expenses, if any,
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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
$272,590 incurred by the Bank in connection with the issuance and distribution
of the Certificates.
6. Conditions of the Obligations of the Underwriters. The
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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
York authorities; or (v) any outbreak or escalation of major
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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, 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) 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 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, the Certificate Purchase
Agreement and the Pooling and Servicing Agreement (collectively,
referred to in this subsection (e) as the "Agreements"), and the
----------
Certificates and had at all times, and now has, 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 enforceability of any Receivable by the Bank or the Trustee
or would adversely affect the ability of the Bank to perform its
obligations under the Agreements or the Certificates;
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 described 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)
thereunder; 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, 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, 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, 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, the
Spread Account Agreement and the Certificate Purchase 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
15
<PAGE>
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, 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,
completeness 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, the Spread Account Agreement and the Certificate
Purchase Agreement;
(iv) the Supplement, the Spread Account Agreement and
the Certificate Purchase Agreement have been duly authorized, executed
and delivered by the Trustee, and the Pooling and Servicing Agreement,
the Spread Account Agreement and the Certificate Purchase 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,
18
<PAGE>
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 with respect to, the Trustee), (y) that the
enforceability of the Pooling and Servicing Agreement, the
Spread Account Agreement and the Certificate Purchase
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, the Spread Account Agreement and
the Certificate Purchase Agreement and the performance by
the Trustee of its obligations under the Pooling and
Servicing Agreement, the Spread Account Agreement and the
Certificate Purchase 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, the Spread Account Agreement and
the Certificate Purchase Agreement and the performance by
the Trustee of its obligations under the Pooling and
Servicing Agreement, the Spread Account Agreement and the
Certificate Purchase Agreement do not require any approval,
authorization or other action by, or filing
19
<PAGE>
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.
(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 transaction.
(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.
(n) The Representative shall have received an opinion of
Sullivan & Worcester, counsel to the Agent, addressed to the
Representative, dated the Closing Date, satisfactory to the Representative
and its counsel and substantially to the effect that the Certificate
Purchase Agreement constitutes a valid and legally binding obligation of
the Agent (as defined in the Certificate Purchase Agreement) on behalf of
the Class C-1 CIA Certificateholder (as defined in the Certificate Purchase
Agreement), enforceable against the Agent in accordance with its terms,
except as such enforceability may be limited by (x) insolvency,
liquidation, reorganization, receivership, conservator-
20
<PAGE>
ship, moratorium or other laws affecting the enforcement of creditors'
rights in general, as such laws would apply in the event of the insolvency,
liquidation, reorganization of, or other similar occurrence with respect
to, the Agent, or in the event of any moratorium or similar occurrence
affecting the Agent, (y) the commencement of an ancillary case relating to
the Agent under Section 304 of the Bankruptcy Code and by courts in the
United States of America giving effect to foreign laws or foreign
governmental action affecting creditors' rights against the Agent and (z)
general equitable principles (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
(o) The Representative shall have received an opinion of
counsel to the Agent in its jurisdiction of organization, addressed to the
Representative, dated the Closing Date, satisfactory to the Representative
and its counsel and substantially to the effect that the Certificate
Purchase Agreement has been duly authorized by all necessary corporate
action and has been duly executed and delivered by the Agent through its
applicable branch and constitutes the legal, valid and binding obligation
of the Agent, enforceable against the Agent through its applicable branch
in accordance with its terms under the laws of the jurisdiction of
organization of its applicable branch and of its jurisdiction of
organization, except as such enforceability may be limited by (i)
bankruptcy, insolvency, reorganization, liquidation, receivership,
conservatorship, readjustment of debt or other similar laws affecting the
enforcement of creditors' rights generally, or equitable principles of
general applicability or (ii) the effect of any moratorium or similar
occurrence affecting the Agent.
(p) The Representative shall have received an opinion of
in-house counsel to the Class C-1 CIA Certificateholder addressed to the
Representative, dated the Closing Date, satisfactory to the Representative
and its counsel and substantially to the effect that the Certificate
Purchase Agreement constitutes a valid and legally binding obligation of
the Class C-1 CIA Certificateholder (as defined in the Certificate Purchase
Agreement), enforceable against the Class C-1 CIA Certificateholder in
accordance with its terms, except as such enforceability may be limited by
(x) insolvency, liquidation, reorganization, receivership, conservatorship,
moratorium or other laws affecting the enforcement of creditors' rights in
general, as such laws would apply in the event of the insolvency,
liquidation, reorganization of, or other similar
21
<PAGE>
occurrence with respect to, the Class C-1 CIA Certificateholder, or in the
event of any moratorium or similar occurrence affecting the Class C-1 CIA
Certificateholder and (y) general equitable principles (regardless of
whether such enforceability is considered in a proceeding in equity or at
law).
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 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
22
<PAGE>
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 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
23
<PAGE>
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
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
24
<PAGE>
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
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
25
<PAGE>
(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 Agreement 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 1995 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
26
<PAGE>
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 CS First Boston Corporation, Park
Avenue Plaza, 55 East 52nd Street, New York, New York 10055, Attention:
Joseph Fashano, or to such other address as the Underwriters 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.
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
27
<PAGE>
that is prohibited or is held to be void or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof.
16. Entire Agreement. This Agreement constitutes the entire
----------------
agreement and understanding of the parties hereto with respect to the
matters and transactions contemplated hereby and supersedes all prior
agreements and understandings whatsoever relating to such matters and
transactions.
17. Amendment. Neither this Agreement nor any term hereof may
---------
be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against whom enforcement of the
change, waiver, discharge or termination is sought.
18. Headings. The headings in this Agreement are for the
--------
purposes of reference only and shall not limit or otherwise affect the
meaning hereof.
19. Counterparts. This Agreement may be executed in
------------
counterparts, each of which shall constitute an original, but all of which
shall together constitute one instrument.
20. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
-------------
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF.
28
<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.
CS FIRST BOSTON CORPORATION
for itself and as Representative
of the several Underwriters named
in Schedule A hereto
By:/s/ Michael Raynes
-------------------------------
Name: Michael Raynes
Title: Vice President
<PAGE>
SCHEDULE A
Aggregate Principal
Amount of the Class A
Underwriter Certificates
----------- ------------
CS First Boston
Corporation . . . . . . $166,666,666
J.P. Morgan
Securities Inc.. . . . . $166,666,667
NationsBanc Capital
Markets, Inc. . . . . . $166,666,667
Total . . . . . . . . . $500,000,000
Aggregate Principal
Amount of the Class B
Underwriter Certificates
----------- ------------
CS First Boston
Corporation . . . . . . $15,060,000
J.P. Morgan
Securities Inc.. . . . . $15,060,000
NationsBanc Capital
Markets, Inc. . . . . . $15,060,000
Total . . . . . . . . . $45,180,000
<PAGE>
EXHIBIT A
THIS SERIES TERM SHEET CONTAINS STRUCTURAL AND COLLATERAL INFORMATION ABOUT THE
OFFERED CERTIFICATES; HOWEVER, THIS SERIES TERM SHEET DOES NOT CONTAIN COMPLETE
INFORMATION ABOUT THE OFFERED CERTIFICATES. THE INFORMATION PROVIDED HEREIN IS
PRELIMINARY AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN THE
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. ADDITIONAL INFORMATION WILL BE
CONTAINED IN THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. PURCHASERS ARE URGED
TO READ BOTH THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS.
THIS SERIES TERM SHEET SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SALES OF THE OFFERED CERTIFICATES MAY NOT BE CONSUMMATED UNLESS THE PURCHASER
HAS RECEIVED BOTH THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS.
<PAGE>
EXHIBIT 99
- --------------------------------------------------------------------------------
FIRST USA BANK
Transferor and Servicer
and
THE BANK OF NEW YORK (DELAWARE)
on behalf of the Certificateholders
-----------------------------
SERIES 1996-4 SUPPLEMENT
Dated as of August 6, 1996
to
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1992, as amended
-----------------------------
$602,410,000
FIRST USA CREDIT CARD MASTER TRUST
Series 1996-4
- --------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
----
<S> <C> <C>
SECTION 1. Designation......................................... 1
SECTION 2. Definitions......................................... 2
SECTION 3. Reassignment and Transfer Terms..................... 28
SECTION 4. Delivery and Payment for the Series
1996-4 Certificates................................. 28
SECTION 5. Depositary; Form of Delivery of
Series 1996-4 Certificates.......................... 28
SECTION 6. Article IV of Agreement............................. 29
Article IV Rights of Certificateholders and
Allocation and Application of
Collections......................................... 30
Section 4.04 Rights of Certificateholders........................ 30
Section 4.05 Collections and Allocation.......................... 31
Section 4.06 Determination of Monthly Interest
for the Series 1996-4 Certificates.................. 36
Section 4.07 Determination of Monthly Principal.................. 39
Section 4.08 Coverage of Required Amount for the
Investor Certificates............................... 40
Section 4.09 Monthly Payments.................................... 41
Section 4.10 Payment of Certificate Interest..................... 47
Section 4.11 [Reserved].......................................... 47
Section 4.12 Investor Charge-Offs................................ 47
Section 4.13 Excess Finance Charge Collections for
the Series 1996-4 Certificates...................... 49
Section 4.14 Reallocated Principal Collections for
the Series 1996-4 Certificates...................... 52
Section 4.15 Determination of LIBOR.............................. 53
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Section 4.16 Principal Funding Account........................... 55
Section 4.17 Reserve Account..................................... 56
SECTION 7. Article V of the Agreement.......................... 58
Article V Distributions and Reports to
Investor Certificateholders......................... 59
Section 5.01 Distributions....................................... 59
Section 5.02 Monthly Certificateholders' Statement............... 60
Section 5.03 Rule 144A Information............................... 63
SECTION 8. Series 1996-4 Pay Out Events........................ 63
SECTION 9. Series 1996-4 Termination........................... 65
SECTION 10. Periodic Finance Charges and
Other Fees.......................................... 65
SECTION 11. Transfers of Class C-2 CIA
Certificates; Legends............................... 65
SECTION 12. Compliance with Withholding
Requirements........................................ 69
SECTION 13. Tax Characterization of the
Class C-2 CIA Certificates.......................... 70
SECTION 14. ERISA Legend........................................ 70
SECTION 15. Amendment and Ratification
of Agreement........................................ 71
SECTION 16. Counterparts........................................ 71
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 Certificates
EXHIBIT D DTC Letter of Representations
EXHIBIT E Form of Monthly Allocations and Payment Instructions
EXHIBIT F Form of Monthly Certificateholders' Statement
EXHIBIT G Form of Transferee Representation Letter
iii
<PAGE>
SERIES 1996-4 SUPPLEMENT, dated as of August 6, 1996 (this "Series
------
Supplement") by and between FIRST USA BANK, a Delaware chartered banking
----------
corporation, as Transferor and Servicer, and THE BANK OF NEW YORK
(DELAWARE), as 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 1996-4 (the "Series 1996-4 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 1996-4 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 1996-4 Certificates." The
--------------------------
Series 1996-4 Certificates shall be issued in four Classes, which shall be
designated generally as the Class A Floating Rate Asset Backed
Certificates, Series 1996-4 (the "Class A Certificates"), the Class B
--------------------
Floating Rate Asset Backed Certificates, Series 1996-4 (the "Class B
-------
Certificates"), the Class C-1 CIA Certificates, Series 1996-4 (the "Class
------------ -----
C-1 CIA Certificates") and the Class C-2 CIA Certificates, Series 1996-4
--------------------
(the "Class C-2 CIA Certificates" and, together with the Class C-1 CIA
--------------------------
Certificates, the "CIA Certificates"). Each of the Class C-1 CIA
----------------
Certificates and the Class C-2 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
<PAGE>
treated as debt for Federal income tax purposes will not apply to either
Class of CIA Certificates.
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 1996-4 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
July 31, 2005, 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 1996-4
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 1996-4) 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
2
<PAGE>
Agreement with respect to the Series 1996-4 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 1996-4
-------------------
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 1996-4 Termination Date.
"Assignee" shall have the meaning specified in subsection 11(a) of
--------
this Series Supplement.
"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 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.
"Business Day" shall mean, for the purpose of determining LIBOR, any
------------
day other than a Saturday, Sunday or day on which banking institutions in
New York, New York, in Newark, Delaware or in London, England, trading in
Dollar deposits in the London interbank market, are authorized or obligated
by law or executive order to be closed and for all other purposes shall
have the meaning provided in the Agreement.
4
<PAGE>
"Calculation Date" shall mean September 12, 1996 and the second
----------------
Business Day (as defined for purposes of determining LIBOR) prior to the
15th day of each calendar month thereafter, or if such 15th day is not a
Business Day, the next succeeding Business Day.
"Certificate Purchase Agreement" shall mean the certificate purchase
------------------------------
agreement among the Transferor, the Servicer, the Trustee, the Class C-1
CIA Certificateholders parties thereto and the agent, if any, for the Class
C-1 CIA Certificateholders, dated as of August 6, 1996, as amended,
supplemented or modified from time to time.
"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 deposited in the Finance
Charge Account in respect of such Monthly Period, (b) with respect to any
Monthly Period during the Accumulation Period prior to the payment in full
of the CIA Invested Amount, the product of the CIA Principal Funding
Account Percentage and the Principal Funding Investment Proceeds pursuant
to subsection 4.16(b) of the Agreement, if any, with respect to the related
Transfer Date and (c) the product of (i) the CIA Reserve Account Percentage
and (ii) the sum of 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 Certificate Rate" shall mean, for any Interest Period, the rate
--------------------
specified in the Spread Account Agreement.
"CIA Certificates" shall mean any of the certificates executed by the
----------------
Transferor and authenticated by
5
<PAGE>
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 respect to any Monthly Period in which an
-------- -------
Addition Date or Removal Date occurs and the Servicer need not make daily
deposits of Collections into the Collection Account, the denominator
determined pursuant to clause (a) shall be the Average Principal Balance;
provided further, however, that with respect to any Monthly Period in which
-------- ------- -------
an Addition Date or Removal Date occurs and the Servicer is required to
make daily deposits of Collections into the Collection Account, the
denominator determined pursuant to clause (a) hereof shall be (1) the
aggregate amount of Principal Receivables in the Trust at the end of the
day on the last day of the prior Monthly Period for the period from and
including the first day of such Monthly Period to but excluding the related
Addition Date or Removal Date, as applicable, and (2) the aggregate amount
of Principal Receivables in the Trust at the end of the day on the related
Addition Date or Removal Date, as applicable, for the period from and
including such Addition Date or Removal Date, as applicable, to and
including the last day of such Monthly Period.
"CIA Floating Allocation Percentage" shall mean, with respect to any
----------------------------------
Monthly Period, the percentage equivalent of a fraction, the numerator of
which is the CIA Adjusted Invested Amount as of the last day of the
preceding Monthly Period and the denominator of which is the total amount
of Principal Receivables in the Trust as of the last day of such preceding
Monthly Period; provided however, that, with respect to the first Monthly
-------- -------
Period, the CIA Floating Allocation Percentage shall mean the percentage
equivalent of a fraction, the numerator of
6
<PAGE>
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 $57,230,000.
"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 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
7
<PAGE>
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.
"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 $61,150.
"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
8
<PAGE>
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 Principal Funding 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 Purchase Agreement" shall mean the CIA Purchase Agreement, dated
----------------------
as of July 30, 1996, between First USA Bank and the initial purchaser of
the Class C-2 CIA Certificates, as amended, supplemented or modified from
time to time.
"CIA Reserve Account Percentage" shall mean, with respect to any
------------------------------
Determination Date, the percentage equivalent of a fraction, the numerator
of which is the CIA Invested Amount as of the last day of the preceding
Monthly Period and the denominator of which is the Invested Amount as of
the last day of such preceding Monthly Period.
"CIA Scheduled Payment Date" shall mean the August 2006 Distribution
--------------------------
Date.
"Class A Adjusted Invested Amount" shall mean, with respect to any
--------------------------------
date of determination, an amount not less than zero equal to the Class A
Invested Amount minus the Principal Funding Account Balance on such date of
-----
determination.
"Class A Available Funds" shall mean, with respect to any Monthly
-----------------------
Period, an amount equal to the sum of (a) the Class A Floating Allocation
Percentage of the Collections of Finance Charge Receivables deposited in
the Finance Charge Account in respect of such Monthly Period, (b) with
respect to any Monthly Period during the
9
<PAGE>
Accumulation Period prior to the payment in full of the Class A Invested
Amount, the product of the Class A Principal Funding Account Percentage and
the Principal Funding Investment Proceeds pursuant to subsection 4.16(b) of
the Agreement, if any, with respect to the related Transfer Date and (c)
the product of (i) the Class A Reserve Account Percentage and (ii) the sum
of 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 A Certificate Rate" shall mean 5.63141% from and including
------------------------
August 6, 1996 through and including September 9, 1996, and with respect to
each Interest Period thereafter, a per annum rate of 0.19% 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 1996-4 Certificateholders' Interest evidenced by the Class A
Certificates.
"Class A Certificates" shall mean any of the certificates executed by
--------------------
the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A hereto.
"Class A Default Interest" shall have the meaning specified in
------------------------
subsection 4.06(a) of the Agreement.
"Class A Floating Allocation Percentage" shall mean, with respect to
--------------------------------------
any Monthly Period, the percentage equivalent of a fraction, the numerator
of which is the Class A Adjusted Invested Amount as of the last day of the
preceding Monthly Period and the denominator of which is the total amount
of Principal Receivables in the Trust as of the last day of such preceding
Monthly Period; provided however, that, with respect to the first Monthly
-------- -------
Period, the Class A Floating Allocation Percentage shall mean the
percentage equivalent of a fraction, the numerator of which is the Class A
Initial Invested Amount and the denominator of which is the total amount of
Principal Receivables in the Trust on the Closing Date; provided
--------
10
<PAGE>
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 Initial Invested Amount" shall mean the aggregate initial
-------------------------------
principal amount of the Class A Certificates, which is $500,000,000.
"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.
11
<PAGE>
"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 $534,247.
"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 Principal Funding 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
12
<PAGE>
Account as of the last day of the preceding Monthly Period.
"Class A Required Amount" shall have the meaning specified in Section
-----------------------
4.08 of the Agreement.
"Class A Reserve Account Percentage" shall mean, with respect to any
----------------------------------
Determination Date, the percentage equivalent of a fraction, the numerator
of which is the Class A Invested Amount as of the last day of the preceding
Monthly Period and the denominator of which is the Invested Amount as of
the last day of the preceding Monthly Period.
"Class A Scheduled Payment Date" shall mean the August 2006
------------------------------
Distribution Date.
"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 deposited in
the Finance Charge Account in respect of such Monthly Period, (b) with
respect to any Monthly Period during the Accumulation Period prior to the
payment in full of the Class B Invested Amount, the product of the Class B
Principal Funding Account Percentage and the Principal Funding Investment
Proceeds pursuant to subsection 4.16(b) of the Agreement, if any, with
respect to the related Transfer Date and (c) the product of (i) the Class B
Reserve Account Percentage and (ii) the sum of 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 5.81141% from and including
------------------------
August 6, 1996 through and including September 9, 1996, and with respect to
each Interest Period thereafter, a per annum rate of 0.37% in excess of
LIBOR, as determined on the related LIBOR Determination Date.
13
<PAGE>
"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 1996-4 Certificateholders' Interest evidenced by the Class B
Certificates.
"Class B Certificates" shall mean any of the certificates executed by
--------------------
the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit B hereto.
"Class B Default Interest" shall have the meaning specified in
------------------------
subsection 4.06(b) of the Agreement.
"Class B Fixed/Floating Allocation Percentage" shall mean for any
--------------------------------------------
Monthly Period during the Amortization Period the percentage equivalent of
a fraction, the numerator of which is the Class B Invested Amount at the
end of the last day of the Revolving Period and the denominator of which is
the greater of (a) the total amount of Principal Receivables in the Trust
at the end of the last day of the preceding Monthly Period and (b) the sum
of the numerators used to calculate fixed/ floating allocation percentages
with respect to all Series then outstanding on the applicable Distribution
Date; provided, however, that with respect to any Monthly Period in which
-------- -------
an Addition Date or Removal Date occurs and the Servicer need not make
daily deposits of Collections into the Collection Account, the denominator
determined pursuant to clause (a) shall be the Average Principal Balance;
provided further, however, that with respect to any Monthly Period in which
-------- ------- -------
an Addition Date or Removal Date occurs and the Servicer is required to
make daily deposits of Collections into the Collection Account, the
denominator determined pursuant to clause (a) hereof shall be (1) the
aggregate amount of Principal Receivables in the Trust at the end of the
day on the last day of the prior Monthly Period for the period from and
including the first day of such Monthly Period to but excluding the related
Addition Date or Removal Date, 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.
14
<PAGE>
"Class B Floating Allocation Percentage" shall mean, with respect to
--------------------------------------
any Monthly Period, the percentage equivalent of a fraction, the numerator
of which is the Class B Adjusted Invested Amount as of the last day of the
preceding Monthly Period and the denominator of which is the total amount
of Principal Receivables in the Trust as of the last day of such preceding
Monthly Period; provided however, that, with respect to the first Monthly
-------- -------
Period, the Class B Floating Allocation Percentage shall mean the
percentage equivalent of a fraction, the numerator of which is the Class B
Initial Invested Amount and the denominator of which is the total amount of
Principal Receivables on the Closing Date; provided further, that with
-------- -------
respect to any Monthly Period in which an Addition Date or Removal Date
occurs and the Servicer need not make daily deposits of Collections into
the Collection Account, the denominator in the definition of the Class B
Floating Allocation Percentage shall be the Average Principal Balance;
provided further, that with respect to any Monthly Period in which an
-------- -------
Addition Date or Removal Date occurs and the Servicer is required to make
daily deposits of Collections into the Collection Account, the denominator
in the definition of the Class B Floating Allocation Percentage shall be
(1) the aggregate amount of Principal Receivables in the Trust at the end
of the day on the last day of the prior Monthly Period for the period from
and including the first day of such Monthly Period to but excluding the
related Addition Date or Removal Date, as applicable, and (2) the aggregate
amount of Principal Receivables in the Trust at the end of the day on the
related Addition Date or Removal Date, as applicable, for the period from
and including such Addition Date or Removal Date, as applicable, to and
including the last day of such Monthly Period.
"Class B Initial Invested Amount" shall mean the aggregate initial
-------------------------------
principal amount of the Class B Certificates, which is $45,180,000.
"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
15
<PAGE>
Reallocated Class B Principal Collections allocated on all prior
Distribution Dates for which the CIA Invested Amount has not been reduced
pursuant to subsection 4.14(a) of the Agreement, minus (e) an amount equal
-----
to the amount by which the Class B Invested Amount has been reduced on all
prior Distribution Dates pursuant to subsection 4.12(a) of the Agreement
and plus (f) the amount of Excess Finance Charge Collections allocated and
----
available on all prior Transfer Dates pursuant to subsection 4.13(e) of the
Agreement, for the purpose of reimbursing amounts deducted pursuant to the
foregoing clauses (c), (d) and (e); provided, however, that the Class B
-------- -------
Invested Amount may not be reduced below zero.
"Class B Investor Charge-Offs" shall have the meaning specified in
----------------------------
subsection 4.12(b) of the Agreement.
"Class B Investor Default Amount" shall mean, with respect to each
-------------------------------
Distribution Date and each Receivable in an Account which became a
Defaulted Account during the related Monthly Period, an amount equal to the
product of the aggregate Default Amount for the related Monthly Period and
the Class B Investor Percentage applicable for the related Monthly Period.
"Class B Investor Percentage" shall mean for any Monthly Period, (a)
---------------------------
with respect to Defaulted Receivables and Finance Charge Receivables at any
time or Principal Receivables during the Revolving Period, the Class B
Floating Allocation Percentage, and (b) with respect to Principal
Receivables during the Amortization Period, the Class B Fixed/Floating
Allocation Percentage.
"Class B Monthly Interest" shall mean the monthly interest
------------------------
distributable in respect of the Class B Certificates as calculated in
accordance with subsection 4.06(b) of the Agreement.
"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
-------- -------
16
<PAGE>
respect to the initial Monthly Period the Class B Monthly Servicing
Fee shall be $48,275.
"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 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 Principal Funding 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 Required Amount" shall have the meaning specified in Section
-----------------------
4.08 of the Agreement.
"Class B Reserve Account Percentage" shall mean, with respect to any
----------------------------------
Determination Date, the percentage equivalent of a fraction, the numerator
of which is the Class B Invested Amount as of the last day of the
17
<PAGE>
preceding Monthly Period and the denominator of which is the Invested
Amount as of the last day of the preceding Monthly Period.
"Class B Scheduled Payment Date" shall mean the August 2006
------------------------------
Distribution Date.
"Closing Date" shall mean August 6, 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, $50,200,834; 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.
"Daily Deposit Date" shall mean the Determination Date on which the
------------------
Excess Spread Percentage (as defined in the Certificate Purchase Agreement)
for the
18
<PAGE>
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 Date" shall mean September 10, 1996, and the 10th day of
-----------------
each calendar month thereafter, or if such 10th day is not a Business Day,
the next succeeding Business Day.
"Enhancement" shall mean with respect to the Class A Certificates, the
-----------
subordination of the Class B Certificates and the CIA Certificates, and
with respect to the Class B Certificates, the subordination of the CIA
Certificates.
"Enhancement Provider" shall mean the CIA Certificateholders.
--------------------
"Excess Finance Charge Collections" shall mean, with respect to any
---------------------------------
Transfer Date, the sum of the amounts, if any, specified pursuant to
subsections 4.09(a)(iv), 4.09(b)(iii) 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.
19
<PAGE>
"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 1996-4, which is
$602,410,000.
"Interest Period" shall mean, with respect to a Distribution Date, the
---------------
period beginning on the preceding Distribution Date continuing through the
day preceding such Distribution Date, except the first Interest Period
shall be deemed to be the 35 day period from and includ-
20
<PAGE>
ing 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 1996-4.
"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 $643,672.
"Investor Percentage" shall mean for any Monthly Period, (a) with
-------------------
respect to Finance Charge Receivables and Defaulted Receivables at any time
and Principal Re-
21
<PAGE>
ceivables 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 August 2, 1996 for the period
------------------------
from and including August 6, 1996 through and including September 9, 1996
and the second Business Day prior to the commencement of the second and
each subsequent Interest Period.
"Minimum Transferor Interest" shall mean, with respect to any period,
---------------------------
7% of the average 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 1996-4
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 1996-4
Certificates shall begin on and include the Closing Date and shall end on
and include August 31, 1996.
"Monthly Principal" shall mean the monthly principal distributable in
-----------------
respect of the Series 1996-4 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 1996-4 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
22
<PAGE>
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.
------------
"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 1996-4 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
23
<PAGE>
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 1996-4 Termination Date.
"Rating Agency" shall mean each of Fitch Investors Service, L.P.,
-------------
Moody's and Standard & Poor's.
"Rating Agency Condition" shall mean the notification in writing by
-----------------------
each Rating Agency to the Transferor, the Servicer and the Trustee that any
action will not result in any Rating Agency reducing or withdrawing its
then existing rating of the investor certificates of any outstanding Series
or class with respect to which it is a Rating Agency.
"Reallocated Class B Principal Collections" shall have the meaning
-----------------------------------------
specified in subsection 4.14(b) of the Agreement.
"Reallocated CIA Principal Collections" shall have the meaning
-------------------------------------
specified in subsection 4.14(a) of the Agreement.
24
<PAGE>
"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 CIA Invested Amount" shall mean with respect to any
----------------------------
Distribution Date (i) $57,230,000 initially and (ii) thereafter an amount
equal to the greater of (a) $18,072,300 and (b) 9.5% of the Invested
Amount, in each case as of such Distribution Date after taking into account
distributions made on such date; provided that (i) if any reductions in the
--------
CIA Invested Amount pursuant to clauses (c), (d), or (e) of the definition
of such amount, or a Pay Out Event has occurred, the Required CIA Invested
Amount for any Distribution Date shall equal the amount of such requirement
immediately preceding such reduction or Pay Out Event, (ii) in no event
shall the Required CIA Invested Amount exceed the sum of the Class A
Outstanding Principal Balance and the Class B Outstanding Principal Balance
as of the last day of the Monthly Period preceding such Distribution Date
and (iii) the Required CIA Invested Amount may be reduced at any time to a
lesser amount if the Rating Agency Condition is satisfied.
"Required Reserve Account Amount" shall mean, with respect to any
-------------------------------
Transfer Date on or after the Reserve Account Funding Date, an amount equal
to (a) 0.50% of the Invested Amount or (b) any other amount designated by
the Transferor; provided, however, that if such designation is of a lesser
-------- -------
amount, the Transferor shall (i) provide the Servicer, the CIA
Certificateholders and the Trustee with evidence that the Rating Agency
Condition shall have been satisfied and (ii) deliver to the Trustee a
certificate of an authorized officer to the effect that, based on the facts
known to such officer at such time, in the reasonable belief of the
Transferor, such designation will not cause a Pay Out Event or an event
that, after the giving of notice or the lapse of time, would cause a Pay
Out Event to occur with respect to Series 1996-4.
25
<PAGE>
"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 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) Excess Spread Percentage (as defined in the
Certificate Purchase 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 Certificate
Purchase Agreement) equals or exceeds the Spread Account Cap (as defined in
the Certificate Purchase 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.
26
<PAGE>
"Scheduled Series 1996-4 Termination Date" shall mean the April 2009
----------------------------------------
Distribution Date.
"Series 1996-4" shall mean the Series of the First USA Credit Card
-------------
Master Trust represented by the Investor Certificates.
"Series 1996-4 Certificateholder" shall mean the holder of record of
-------------------------------
any Series 1996-4 Certificate.
"Series 1996-4 Certificateholders' Interest" shall have the meaning
------------------------------------------
specified in Section 4.04 of the Agreement.
"Series 1996-4 Pay Out Event" shall have the meaning specified in
---------------------------
Section 8 of this Series Supplement.
"Series 1996-4 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 1996-4 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 Spread Account and
------------------------
Subordination Agreement, dated as of August 6, 1996, between the Trustee,
the Transferor and the Servicer, 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.
27
<PAGE>
"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 1996-4
-------------------------------
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 1996-4 Certificates through the Record Date
preceding the Distribution Date on which the repurchase occurs.
SECTION 4. Delivery and Payment for the Series 1996-4 Certificates.
-------------------------------------------------------
The Transferor shall execute and deliver the Series 1996-4 Certificates to
the Trustee for authentication in accordance with Section 6.01 of the
Agreement. The Trustee shall deliver the Series 1996-4 Certificates when
authenticated in accordance with Section 6.02 of the Agreement.
SECTION 5. Depositary; Form of Delivery of Series 1996-4
---------------------------------------------
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 1996-4 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.
28
<PAGE>
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 1996-4
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
--------------
Account" and the "Principal Account," respectively),
------- -----------------
bearing a designation clearly indicating that the funds
therein are held for the benefit of the Series 1996-4
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 1996-4 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-
4 Certificateholders.
(c) The Distribution Account. The Trustee, for the
------------------------
benefit of the Series 1996-4 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 indi-
29
<PAGE>
cating that the funds deposited therein are held in trust
for the benefit of the Series 1996-4 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-
4 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 1996-4 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 1996-4
-------------
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.
30
<PAGE>
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 1996-4 Certificates as described in this Article IV.
(b) Daily Allocations During the Revolving Period. During the
---------------------------------------------
Revolving Period, the Servicer shall, prior to the close of business on
each Date of Processing, allocate the following amounts as set forth below:
(i) Allocate to the Series 1996-4 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 1996-4 Certificates in excess of
the amount required to be deposited and retained in the Finance Charge
Account as provided above shall be held by the Servicer and applied in
accordance with subsection 4.05(f) of the Agreement. Notwithstanding
the foregoing, on each Date of Processing from and including each
Daily Deposit Date to but excluding the immediately succeeding
Reversion Date, the Servicer shall be required
31
<PAGE>
to allocate to the Series 1996-4 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 1996-4 Certificateholders an
amount equal to the product of (A) the Floating Allocation Percentage
on such Date of Processing and (B) the aggregate amount of Collections
of Principal Receivables on such Date of Processing and pay such
amount to the Transferor subject to the obligation of the Transferor
to make an amount equal to the Reallocated Principal Collections and
Excess Principal Collections for such Monthly Period available on the
related Transfer Date in accordance with subsection 4.05(f) of the
Agreement; provided, however, that the amount to be paid to the
-------- -------
Transferor pursuant to this subsection 4.05(b)(ii) of the Agreement on
any Date of Processing shall be paid only if the Transferor Interest
on such Date of Processing is greater than zero (after giving effect
to all Principal Receivables transferred to the Trust on such 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
32
<PAGE>
basis during such Monthly Period in an aggregate amount not to exceed
the Finance Charge Deficit; at such time as the Finance Charge Deficit
is equal to zero, such amounts may be released from the Principal
Account and paid to the holder of the Exchangeable Transferor
Certificate, subject to the preceding proviso.
(c) Daily Allocations During the Accumulation Period. During
------------------------------------------------
the Accumulation Period, the Servicer shall, prior to the close of
business on each Date of Processing, allocate the following amounts as
set forth below:
(i) Allocate to the Series 1996-4 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 1996-4 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
33
<PAGE>
Principal Account on a daily basis during such Monthly Period in
an aggregate amount not to exceed the Finance Charge Deficit; at such
time as the Finance Charge Deficit is equal to zero, such amounts may
be released from the Principal Account to the holder of the
Exchangeable Transferor Certificate, subject to the preceding proviso.
(d) Daily Allocations During the Rapid Amortization Period.
------------------------------------------------------
During the Rapid Amortization Period, the Servicer shall, prior to the
close of business on each Date of Processing, allocate the following
amounts as set forth below:
(i) Allocate to the Series 1996-4 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 1996-4 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 1996-4 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 sub-
section 4.03(a) of the Agreement are satisfied.
34
<PAGE>
(f) Monthly Allocations During the Revolving Period and Accumu-
-----------------------------------------------------------
lation Period. To the extent not previously allocated pursuant to sub-
-------------
section 4.05(b), during the Revolving Period, the Servicer shall, on each
Transfer Date, allocate to the Series 1996-4 Certificateholders and deposit
in the Finance Charge Account an amount equal to (i) the lesser of (A) the
product of (x) the Floating Allocation Percentage with respect to the
preceding Monthly Period and (y) the aggregate amount of Collections of
Finance Charge Receivables for the related Monthly Period, and (B) the
aggregate of the amounts to be applied from amounts on deposit in the
Finance Charge Account on such Transfer Date pursuant to subsections
4.09(a)(i), (ii) and (iii), 4.09(b)(i) and (ii), 4.09(c)(i) and 4.13(a)
through (j) of the Agreement and, to the extent necessary, any amounts to
be applied in accordance with the Certificate Purchase Agreement (other
than payments to First USA Bank or the Transferor), minus (ii) the amounts
deposited and retained in the Finance Charge Account daily during such
Monthly Period pursuant to subsection 4.05(b)(i) of the Agreement. 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 1996-4, 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 Invest-
35
<PAGE>
ed Amounts for all Series then outstanding, all Collections of
Principal Receivables on such date shall be deposited and applied in
accordance with subsection 4.03(f) of the Agreement.
The allocations to be made pursuant to this Section 4.05 of the
Agreement also apply to deposits into the Collection Account that are
treated as Collections, including Credit Adjustments, payment of the
reassignment price pursuant to Section 2.07 of the Agreement and proceeds
from the sale, disposition or liquidation of the Receivables pursuant to
Section 9.02, 10.01, 12.01 or 12.02 of the Agreement and Section 3 of the
Series Supplement for Series 1996-4. 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 1996-4
-------------------------------------------------------
Certificates. (a) The amount of monthly interest (for the Series 1996-4
------------
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 August 6, 1996 to and including September 9, 1996 and (b) a
fraction the numerator of which is 35 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
------------------------
36
<PAGE>
be payable as provided herein with respect to the Class A Certifi-cates on
each Distribution Date following such Distribution Date to and including
the Distribution Date on which such Class A Interest Shortfall is paid to
Class A Certificateholders equal to the product of (i) the product of (x)
the Class A Certificate Rate plus 2.00% per annum and (y) a fraction the
numerator of which is the actual number of days in the related Interest
Period and the denominator of which is 360 and (ii) such Class A Interest
Shortfall. Notwithstanding anything to the contrary herein, Class A Default
Interest shall be payable or distributed to Class A Certificateholders only
to the extent permitted by applicable law.
(b) The amount of monthly interest (for the Series 1996-4
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 August 6, 1996 to and including September 9, 1996 and (b) a
fraction the numerator of which is 35 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%
37
<PAGE>
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 1996-4
Certificates, the "CIA Monthly Interest") distributable from the
--------------------
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 August 6, 1996
to and including September 9, 1996 and (b) a fraction the numerator of
which is 35 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
Certificate Purchase Agreement. If there is a CIA Interest Shortfall with
respect to any Distribution Date, an additional amount ("CIA Default
-----------
Interest") shall be payable as provided herein with respect to the CIA
--------
Certificates on each Distribution Date following such Distribution Date to
and including the Distribution Date on which such CIA Interest Shortfall is
paid to the CIA Certificateholders equal to the product of (i) the product
of (a) the CIA Certificate Rate plus 2.00% per annum and (b) a fraction the
numerator of which is the actual number of days in the related Interest
Period and the denominator of which is 360 and (ii) such CIA Interest
Shortfall. Notwithstanding anything to the contrary herein, CIA Default
Interest shall be payable or distributed to the
38
<PAGE>
CIA Certificateholders only to the extent permitted by applicable law.
Section 4.07 Determination of Monthly Principal. (a) The
----------------------------------
amount of monthly principal (the "Class A Monthly Principal") distributable
-------------------------
from the Principal Account with respect to the Class A Certificates on each
Transfer Date beginning with the Transfer Date in the month following the
month in which the Accumulation Period or, if earlier, the Rapid
Amortization Period begins shall be equal to the least of (i) the Available
Investor Principal Collections on deposit in the Principal Account with
respect to such Transfer Date, (ii) for each Transfer Date with respect to
the Accumulation Period prior to the Class A Scheduled Payment Date, the
Controlled Deposit Amount for such Transfer Date and (iii) the Class A
Adjusted 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
39
<PAGE>
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).
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.
40
<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 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
----
41
<PAGE>
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;
(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;
42
<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
(ii) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections for such Transfer Date over (B) the
applica-
43
<PAGE>
tions 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 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
44
<PAGE>
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;
(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 1996-4; 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
45
<PAGE>
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
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 in
accordance with the provisions of the Spread Account Agreement.
(i) The Accumulation Period is scheduled to commence at the
close of business on July 31, 2005; 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
46
<PAGE>
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 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 in accordance with the provisions of the
Spread Account Agreement 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 in accordance with the provisions of the
Spread Account Agreement by the amount of such excess, but not more than
the lesser of the Class A Investor Default Amount and the CIA Invested
Amount for such Distribution Date. In the event that such reduction would
cause the CIA Invested Amount to be a negative number, the CIA Invested
Amount will be re-
47
<PAGE>
duced 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 Invested Amount for such Distribution Date. In the event that
such reduction would cause the CIA Invested Amount to be a negative number,
the CIA Invested Amount shall be reduced to zero and the Class B Invested
Amount shall be reduced by the amount by which the CIA Invested Amount
would have been reduced below zero, but not more than the Class B Investor
Default Amount for such Distribution Date (a "Class B Investor Charge-
-------------------------
Off"). The Class B Invested Amount will also be reduced by the amount of
----
Reallocated Class B Principal Collections in excess of the CIA Invested
Amount pursuant to Section 4.14 of the Agreement and the amount of any
portion of the Class B Invested Amount allocated to the Class A
Certificates to avoid a reduction in the Class A Invested Amount pursuant
to subsection 4.12(a) of the Agreement. The Class B Invested Amount will
thereafter be reimbursed (but not in the excess of the unpaid principal
balance of the Class B Certificates) on any Distribution Date by the amount
of Excess Finance Charge Col-
48
<PAGE>
lections 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 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
------------------------------------------------
1996-4 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
49
<PAGE>
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 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
50
<PAGE>
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 in accordance with the provisions of
the Spread Account Agreement;
(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;
51
<PAGE>
(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
------------------------------------------------
1996-4 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
52
<PAGE>
amount, not to exceed the Class B Invested Amount, equal to the product of
(a)(i) during the Revolving Period, the Class B Floating Allocation
Percentage or (ii) during an Amortization Period, the Class B
Fixed/Floating Allocation Percentage and (b) the amount of Collections of
Principal Receivables with respect to the related Monthly Period in the
following priority (such collections applied in accordance with clause (i)
below are called "Reallocated Class B Principal Collections"):
-----------------------------------------
(i) an amount equal to the excess, if any, of the Class A
Required Amount with respect to such related Monthly Period over the
sum of (x) the amount of Excess Finance Charge Collections with
respect to such related Monthly Period and (y) the amount of
Reallocated CIA Principal Collections applied with respect thereto for
the related Monthly Period shall be applied in priority pursuant to
subsection 4.09(a)(i) through (iii) of the Agreement; and
(ii) any such collections not applied in the foregoing manner
(and therefore not constituting Reallocated Class B Principal
Collections) will, on Distribution Dates with respect to the Revolving
Period, be applied as Available Investor Principal Collections.
On each Distribution Date the CIA Invested Amount shall be reduced by
the amount of Reallocated CIA Principal Collections and by the amount of
Reallocated Class B Principal Collections for such Distribution Date. In
the event that such reduction would cause the CIA Invested Amount to be a
negative number, the CIA Invested Amount shall be reduced to zero and the
Class B Invested Amount shall be reduced by the amount by which the CIA
Invested Amount would have been reduced below zero. In the event that the
reallocation of Principal Collections 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 deter-
mine LIBOR on the basis of the rate for deposits in United States dollars
for a period
53
<PAGE>
equal to the relevant Interest Period which appears on Telerate Page 3750
as of 11:00 a.m., London time, on such date. If such rate does not appear
on Telerate Page 3750, the rate for that LIBOR Determination Date shall be
determined on the basis of the rates at which deposits in United States
dollars are offered by the Reference Banks at approximately 11:00 a.m.,
London time, on that day to prime banks in the London interbank market for
a period equal to the relevant Interest Period. The Trustee shall request
the principal London office of each of the Reference Banks to provide a
quotation of its rate. If at least two such quotations are provided, the
rate for that LIBOR Determination Date shall be the arithmetic mean of the
quotations. If fewer than two quotations are provided as requested, the
rate for that LIBOR Determination Date will be the arithmetic mean of the
rates quoted by major banks in New York City, selected by the Servicer, at
approximately 11:00 a.m., New York City time, on that day for loans in
United States dollars to leading European banks for a period equal to the
relevant Interest Period.
(b) The Class A Certificate Rate, the Class B Certificate Rate
and the CIA Certificate Rate applicable to the then current and the
immediately preceding Interest Periods may be obtained by any Series 1996-4
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.
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Section 4.16 Principal Funding Account.
-------------------------
(a) The Servicer shall establish and maintain with a Qualified
Institution, which may be the Trustee, in the name of the Trustee, on
behalf of the Trust, for the benefit of the Investor Certificateholders, a
segregated trust account with the corporate trust department of such
Qualified Institution (the "Principal Funding Account"), bearing a
-------------------------
designation clearly indicating that the funds deposited therein are held
for the benefit of the Investor Certificateholders. The Trustee shall
possess all right, title and interest in all funds on deposit from time to
time in the Principal Funding Account and in all proceeds thereof. The
Principal Funding Account shall be under the sole dominion and control of
the Trustee for the benefit of the Investor Certificateholders. If any
time the institution holding the Principal Funding Account ceases to be a
Qualified Institution the Transferor shall notify the Trustee, and the
Trustee upon being notified (or the Servicer on its behalf) shall, within
ten (10) Business Days, establish a new Principal Funding Account meeting
the conditions specified above with a Qualified Institution, and shall
transfer any cash or any investments to such new Principal Funding Account.
The Trustee, at the written direction of the Servicer, shall (i) make
withdrawals from the Principal Funding Account from time to time, in the
amounts and for the purposes set forth in this Supplement, and (ii) on each
Transfer Date (from and after the commencement of the Accumulation Period)
prior to termination of the Principal Funding Account make a deposit into
the Principal Funding Account in the amount specified in, and otherwise in
accordance with, subsection 4.09(e) of the Agreement.
(b) Funds on deposit in the Principal Funding Account shall be
invested at the written direction of the Servicer by the Trustee in
Permitted Investments. Funds on deposit in the Principal Funding Account
on any Transfer Date, after giving effect to any withdrawals from the
Principal Funding Account on such Transfer Date, shall be invested in such
investments that will mature so that such funds will be available for
withdrawal on or prior to the following Transfer Date. The Trustee shall
maintain for the benefit of the Investor Certificateholders possession of
the negotiable instruments or securities, if any, evidencing such Permitted
Investments. No Permitted Investment shall be disposed of prior to its
maturity.
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On the Transfer Date occurring in the month following the commencement
of the Accumulation Period and on each Transfer Date thereafter with
respect to the Accumulation Period, the Trustee, acting at the Servicer's
written direction given on such Transfer Date, shall (x) transfer from the
Principal Funding Account to the Finance Charge Account the Principal
Funding Investment Proceeds on deposit in the Principal Funding Account,
but not in excess of the Covered Amount, for application as Class A
Available Funds, 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 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 Avail-
56
<PAGE>
able 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 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
57
<PAGE>
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 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 1996-4 Certificateholders,
(iii) if the Accumulation Period has not commenced, the occurrence of a Pay
Out Event with respect to Series 1996-4 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 1996-4
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 1996-4 Certificates:
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ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
Section 5.01 Distributions.
-------------
(a) On each Distribution Date, the Paying Agent shall distri-
bute (in accordance with the certificate delivered by the Servicer to the
Trustee pursuant to subsection 3.04(b) of the Agreement) to each Class A
Certificateholder of record on the preceding Record Date (other than as
provided in subsection 2.04(e) or in Section 12.03 of the Agreement
respecting a final distribution) such Certificateholder's pro rata share
--- ----
(based on the aggregate Undivided Interests represented by Class A
Certificates held by such Certificateholder) of amounts on deposit in the
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 distri-
bute (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
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<PAGE>
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.
(c) On each Distribution Date, the Paying Agent shall distri-
bute (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) the amounts distributable to such
Certificateholder from 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
and in accordance with the Spread Account 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 Deter-
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<PAGE>
mination 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 pro-
cessed 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
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Class B Invested Amount and the CIA Invested Amount have been reduced
with respect to the related Monthly Period;
(x) the aggregate amount of Class A Investor Charge Offs
reimbursed and the amount by which reductions of the Class B Invested
Amount and the CIA Invested Amount have been reimbursed on the
Transfer Date immediately preceding such Distribution Date;
(xi) the amount of the Class A Monthly Servicing Fee, the
Class B Monthly Servicing Fee and the CIA Monthly Servicing Fee for
the related Monthly Period;
(xii) the amount of Reallocated CIA Principal Collections and
Reallocated Class B Principal Collections with respect to such
Distribution Date;
(xiii) the CIA Invested Amount and the Required CIA Invested
Amount as of the close of business on such Distribution Date;
(xiv) the Class A Pool Factor and the Class B Pool Factor as of
the end of the last day of the related Monthly Period;
(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.
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(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 1996-4 Certificateholder, a statement
prepared by the Servicer containing the information required to be
contained in the regular monthly report to Series 1996-4
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 1996-4 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 1996-4 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 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 1996-4 Pay Out Events. If any one of the
----------------------------
following events shall occur with respect to the Series 1996-4 Certifi-
cates:
(a) failure on the part of the Transferor (i) to make any pay-
ment 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 1996-4
Certificateholders and which continues unremedied for a period of 60 days
after the date on which written notice
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<PAGE>
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 1996-4 Certificates evidencing Undivided Interests
aggregating not less than 50% of the Invested Amount of this Series 1996-4,
and continues to affect materially and adversely the interests of the
Series 1996-4 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, 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 1996-4
Certificates evidencing Undivided Interests aggregating more than 50% of
the Invested Amount of this Series 1996-4, and (ii) as a result of which
the interests of the Series 1996-4 Certificateholders are materially and
adversely affected and continue to be materially and adversely affected for
such period; provided, however, that a Series 1996-4 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 1996-4 Certificateholders.
then, in the case of any event described in subparagraph (a), (b) or (e),
after the applicable grace period set
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<PAGE>
forth in such subparagraphs, either the Trustee or the Holders of Series
1996-4 Certificates evidencing Undivided Interests aggregating more than
50% of the Invested Amount of this Series 1996-4 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 1996-4
-------------
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 1996-4 Pay Out
Event shall occur without any notice or other action on the part of the
Trustee or the Series 1996-4 Certificateholders immediately upon the
occurrence of such event.
SECTION 9. Series 1996-4 Termination. The right of the Series 1996-4
-------------------------
Certificateholders to receive payments from the Trust will terminate on the
first Business Day following the Series 1996-4 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 Class C-2 CIA Certificates; Legends. (a)
------------------------------------------------
No Class C-2 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 Class C-2 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 Class C-2 CIA Certificates and no Transfers of
partial interests in a Class C-2 CIA Certificate shall be permitted. No
Class C-2 CIA Certificate or any interest therein may be Transferred to any
Person (each, an "Assignee"), unless the Assignee shall have executed and
delivered the certifica-
65
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tion 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 three
-------- -------
Class C-2 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.
(b) Each initial purchaser of a Class C-2 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 Class C-2 CIA Certificates may constitute
unrelated business taxable income or (iii) a person not described in (i) or
(ii) whose ownership of the Class C-2 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
Class C-2 CIA Certificate will not result in any withholding obligation
with respect to any payments with respect to the Class C-2 CIA Certificates
by any person and who will furnish to the Certificateholder making the
Transfer, the Servicer and the Trustee, a properly executed U.S. Internal
Revenue Service Form 4224 (and to agree to provide a new Form 4224 upon the
expiration or obsolescence of any previously delivered form and comparable
statements in accordance with applicable U.S. laws) or (B) an estate or
trust the income of which is includible in gross income for U.S. federal
income tax purposes.
(c) Each initial purchaser of a Class C-2 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
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<PAGE>
will it sell, trade or transfer any interest in a Class C-2 CIA Certificate
or cause an interest in a Class C-2 CIA Certificate to be marketed on or
through (i) 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 interdealer
quotation system that regularly disseminates firm buy or sell quotations or
(ii) a "secondary market" within the meaning of Section 7704(b)(2) of the
Code and any treasury regulation thereunder, including a market wherein
interests in the Class C-2 CIA Certificates are regularly quoted by any
Person making a market in such interests and a market wherein any Person
regularly makes available bid or offer quotes with respect to interests in
the Class C-2 CIA Certificates and stands ready to effect buy or sell
transactions at the quoted prices for itself or on behalf of others. In
addition, each initial purchaser of a Class C-2 CIA Certificate or any
interest therein and any Assignee shall certify, prior to any delivery or
Transfer to it of a Class C-2 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
Class C-2 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 Class C-2 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 Class C-2 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
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PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE"), (III) A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY OR (V) A PERSON
INVESTING "PLAN ASSETS" OF ANY SUCH PLAN (EXCLUDING FOR PURPOSES OF THIS
CLAUSE (V), ANY ENTITY REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940,
AS AMENDED).
THIS CERTIFICATE MAY NOT BE ACQUIRED, SOLD, TRADED OR
TRANSFERRED, NOR MAY AN INTEREST IN THIS CERTIFICATE BE MARKETED, ON OR
THROUGH (I) AN "ESTABLISHED SECURITIES MARKET" WITHIN THE MEANING OF
SECTION 7704(b)(1) OF THE CODE AND ANY PROPOSED, TEMPORARY OR FINAL
TREASURY REGULATION THEREUNDER, INCLUDING, WITHOUT LIMITATION, AN OVER-THE-
COUNTER-MARKET OR AN INTERDEALER QUOTATION SYSTEM THAT REGULARLY
DISSEMINATES FIRM BUY OR SELL QUOTATIONS OR (II) A "SECONDARY MARKET"
WITHIN THE MEANING OF SECTION 7704(b)(2) OF THE CODE AND ANY PROPOSED,
TEMPORARY OR FINAL TREASURY REGULATION THEREUNDER, INCLUDING A MARKET
WHEREIN INTERESTS IN THE CLASS C-2 CIA CERTIFICATES ARE REGULARLY QUOTED BY
ANY PERSON MAKING A MARKET IN SUCH INTERESTS AND A MARKET WHEREIN ANY
PERSON REGULARLY MAKES AVAILABLE BID OR OFFER QUOTES WITH RESPECT TO
INTERESTS IN THE CLASS C-2 CIA CERTIFICATES AND STANDS READY TO EFFECT BUY
OR SELL TRANSACTIONS AT THE QUOTED PRICES FOR ITSELF OR ON BEHALF OF
OTHERS.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
STATE SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE,
AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE
LAWS AND ONLY (1) TO THE TRANSFEROR, (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
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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 1996-4 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 1996-4 SUPPLEMENT.
(e) Upon surrender for registration of transfer of a Class C-2
CIA Certificate at the office of the Transfer Agent and Registrar,
accompanied by a certification by the Class C-2 CIA Certificateholder
substantially in the form attached as Exhibit G, executed by the registered
owner, in person or by such Class C-2 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 Class C-2 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 Class C-2 CIA Certificates of any authorized
denominations and of a like aggregate principal amount and tenor. Such
transfers of Class C-2 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 Class C-2 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.
SECTION 12. Compliance with Withholding Requirements. Notwith-
----------------------------------------
standing any other provision of the Agreement, the Trustee and any Paying
Agent shall comply with all Federal withholding requirements with respect
to
69
<PAGE>
payments to the Class C-2 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 Class C-2 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 Class C-2 CIA
Certificateholder pursuant to federal withholding requirements, the Trustee
or the Paying Agent shall indicate to such Class C-2 CIA Certificateholder
the amount withheld and all such amounts shall be deemed to have been paid
to such Class C-2 CIA Certificateholders and the Class C-2 CIA
Certificateholders shall have no claim therefor.
SECTION 13. Tax Characterization of the Class C-2 CIA Certificates.
------------------------------------------------------
It is the intention of the parties hereto that the Class C-2 CIA
Certificates be treated for tax purposes as indebtedness. In the event that
the Class C-2 CIA Certificates are not so treated, it is the intention of
the parties that the Class C-2 CIA Certificates be treated as an interest
in a partnership that owns the Receivables. In the event that the Class C-2
CIA Certificates are treated as an interest in a partnership, it is the
intention of the parties that interest payable on the Class C-2 CIA
Certificates be treated as guaranteed payment and, if for any reason it is
not so treated, that the holders of the Class C-2 CIA Certificates be
specially allocated gross interest income equal to the interest accrued
during each Interest Period on the Class C-2 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
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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).
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 supplemen-
---------------------------------------
ted by this Series Supplement, the Agreement is in all respects ratified
and confirmed and the Agreement as so supplemented by this Series Supple-
ment 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 CON-
-------------
STRUED 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
71
<PAGE>
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).
72
<PAGE>
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series 1996-4 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
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: April 10, 2009 CUSIP NO. 337435BM2
FIRST USA CREDIT CARD MASTER TRUST CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1996-4
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. 19 of Receivables in Additional Accounts dated as of August
6, 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 1996-4 Supplement (the "Series
1996-4 Supplement"), dated as of August 6, 1996, between the Bank, as
Transferor and Servicer, and the Trustee. The corpus of the Trust consists
of all of the Transferor's right, title and interest in a portfolio of
receivables (the "Receivables") existing in certain VISA(R) and
MasterCard(R) revolving credit card accounts identified in the Agreement
from time to time (the "Accounts"), all Receivables generated under the
Accounts from time to time thereafter, all monies due or to become due 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 1996-4 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 extent not defined herein, the capitalized terms used herein
A-2
<PAGE>
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 1996-4" (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 1996-4 (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
1996-4 (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
reis-
A-3
<PAGE>
sued 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 $500,000,000. The Class A
Invested Amount for any monthly Distribution Date will be an amount equal
to $500,000,000 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
5.63141% per annum on the Class A Initial Invested Amount from August 6,
1996 through September 9, 1996, and for each Interest Period thereafter,
the Class A Certificates will bear interest at a per annum rate of 0.19% 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 September 10, 1996, and on the tenth day of each month
thereafter, or if such day is not a Business Day, the next succeeding
Business Day until the earlier of the day on which the Class A Invested
Amount is paid in full and the Series Termination Date (each such date a
"Distribution Date"), in an amount equal to the product of (a) the actual
number of days in the related Interest Period divided by 360, (b) the Class
A Certificate Rate and (c) the Class A Outstanding Principal Balance on the
last day of the Monthly Period immediately preceding such Distribution
Date. Interest for a Distribution Date will accrue from and including the
previous Distribution Date (or in the case of the first Distribution Date,
from and including the Closing Date), to, and including, the day
immediately preceding the current Distribution Date. Interest payments will
be made from Collections of Finance Charge Receivables and certain other
amounts allocated to the Class A Certificates comprising Class A Available
Funds and, in certain circumstances, from Reallocated Principal Collections
on September 10, 1996 and on each Distribution Date thereafter until the
Series 1996-4 Termi-
A-4
<PAGE>
nation 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 that such reduction would cause the CIA Invested Amount to
A-5
<PAGE>
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 August 2006 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.
A-8
<PAGE>
On the August 2006 Distribution Date if the Class A Invested
Amount is paid in full, Available Investor Principal Collections and Excess
Principal Collections allocable to Series 1996-4 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 1996-4 are insufficient to pay in full the Class B Invested
Amount on the August 2006 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 1996-4
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 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
A-9
<PAGE>
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 the Agreement. All principal of and interest on the Class A
Certificates is due and payable no later than April 10, 2009 (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
A-10
<PAGE>
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.
The Agreement and the Series 1996-4 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 1996-4
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 6th day of August, 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: August 6, 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 $45,180,000
Series Termination
Date: April 10, 2009 CUSIP NO. 337435BN0
FIRST USA CREDIT CARD MASTER TRUST CLASS B FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1996-4
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. 19 of Receivables in Additional Accounts dated as
of August 6, 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 1996-4 Supplement
(the "Series 1996-4 Supplement"), dated as of August 6, 1996, between the
Bank, as Transferor and Servicer, and the Trustee. The corpus of the Trust
consists of all of the Transferor's right, title and interest in a
portfolio of receivables (the "Receivables") existing in certain VISA(R)
and MasterCard(R) revolving credit card accounts identified in the
Agreement from time to time (the "Accounts"), all Receivables generated
under the Accounts from time to time thereafter, all monies due or to
become due 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 1996-4 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
------------------------
* VISA(R) and MasterCard(R) are registered trademarks of Visa
USA Incorporated and MasterCard International Incorporated,
respectively.
B-2
<PAGE>
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 1996-4" (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 1996-4 (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 and any other
tax imposed on or measured by income, as indebtedness.
B-3
<PAGE>
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
1996-4 (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 $45,180,000. The Class B
Invested Amount for any monthly Distribution Date will be an amount equal
to (i) $45,180,000 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
available for purposes of reimbursing amounts deducted pursuant to clauses
(iii), (iv) and (v).
B-4
<PAGE>
The Class B Certificates will bear interest at the rate of
5.81141% per annum on the Class B Initial Invested Amount from August 6,
1996 through September 9, 1996, and for each Interest Period thereafter,
the Class B Certificates will bear interest at a per annum rate of 0.37% 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 September 10, 1996, and on the tenth day of each month
thereafter, or if such day is not a Business Day, the next succeeding
Business Day until the earlier of the day on which the Class B Invested
Amount is paid in full and the Series Termination Date (each such date a
"Distribution Date"), in an amount equal to the product of (a) the actual
number of days in the related Interest Period divided by 360, (b) the Class
B Certificate Rate and (c) the Class B Outstanding Principal Balance on the
last day of the Monthly Period immediately preceding such Distribution
Date. Interest for a Distribution Date will accrue from and including the
previous Distribution Date (or in the case of the first Distribution Date,
from and including the Closing Date), to, and including, the day
immediately preceding the current Distribution Date. Interest payments will
be made from Collections of Finance Charge Receivables and, in certain
circumstances, from Reallocated Principal Collections on September 10, 1996
and on each Distribution Date thereafter until the Series 1996-4
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 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"),
B-5
<PAGE>
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 amount equal to the amount which would
cause the Class B Invested Amount to be reduced to zero.
B-6
<PAGE>
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 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
B-7
<PAGE>
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.
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.
B-8
<PAGE>
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 August 2006 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 August 2006 Distribution Date if the Class A Invested
Amount is paid in full, Available Investor Principal Collections and Excess
Principal Collections allocable to Series 1996-4 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 1996-4 are insufficient to pay in full the Class B Invested
Amount on the August 2006 Distribution Date, the Rapid Amortization Period
will commence.
B-9
<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 1996-4
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 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 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)
B-10
<PAGE>
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 August 2006 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 April 10, 2009 (or if such
day is not a Business Day, the next succeeding Business Day) (the "Series
Termination Date"). After the Series Termination Date, neither the Trust
nor the Transferor will have any further obligation to distribute principal
or interest on the Class B Certificates. In the event that the Invested
Amount is greater than zero on the Series Termination Date, the Trustee
will sell or cause to be sold, to the extent necessary, an amount of
interests in the Receivables or certain of the Receivables up to 110% of
the sum of the Class A Invested Amount, the Class B Invested Amount and the
CIA Invested Amount at the close of business on such date (but not more
than the total amount of Receivables allocable to the Investor Certifi-
cates), and shall pay the proceeds to the Class A Certificateholders
pro rata then to the Class B Certificateholders pro rata and then to the
B-11
<PAGE>
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 certificateholders, and (ii) such
amendment will not result in a withdrawal or reduction of the rating of any
outstanding Series.
B-12
<PAGE>
The Agreement and the Series 1996-4 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 1996-4
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 6th day of August, 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: August 6, 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 (EXCLUDING FOR PURPOSES OF THIS CLAUSE (V), ANY ENTITY REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED).
THIS CERTIFICATE MAY NOT BE ACQUIRED, SOLD, TRADED OR
TRANSFERRED, NOR MAY AN INTEREST IN THIS CERTIFICATE BE MARKETED, ON OR
THROUGH [(I)] AN "ESTABLISHED SECURITIES MARKET" WITHIN THE MEANING OF
SECTION 7704(b)(1) OF THE CODE AND ANY PROPOSED, TEMPORARY OR FINAL
TREASURY REGULATION THEREUNDER, INCLUDING, WITHOUT LIMITATION, AN OVER-THE-
COUNTER-MARKET OR AN INTERDEALER QUOTATION SYSTEM THAT REGULARLY
DISSEMINATES FIRM BUY OR SELL QUOTATIONS [OR (II) A "SECONDARY MARKET"
WITHIN THE MEANING OF SECTION 7704(b)(2) OF THE CODE AND ANY PROPOSED,
TEMPORARY OR FINAL TREASURY REGULATION THEREUNDER, INCLUDING A MARKET
WHEREIN INTERESTS IN THE CIA CERTIFICATES ARE REGULARLY QUOTED BY ANY
PERSON MAKING A MARKET IN SUCH INTERESTS AND A MARKET WHEREIN ANY PERSON
REGULARLY MAKES AVAILABLE BID OR OFFER QUOTES WITH RESPECT TO INTERESTS IN
THE CIA CERTIFICATES AND STANDS READY TO EFFECT BUY OR SELL TRANSACTIONS AT
THE QUOTED PRICES FOR ITSELF OR ON BEHALF OF OTHERS].
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
STATE SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE,
AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE
LAWS AND ONLY (1) TO THE TRANSFEROR, (2) TO A LIMITED NUMBER OF
INSTITUTIONAL "ACCREDITED INVESTORS" (AS DEFINED IN RULE 501(a)(1), (2),
(3) OR (7) UNDER THE SECU-
<PAGE>
RITIES 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 [CERTIFICATE PURCHASE AGREEMENT DATED AUGUST 6, 1996, AMONG THE
TRANSFEROR, THE TRUSTEE, THE INITIAL PURCHASER OF THE CLASS C-1 CIA
CERTIFICATES AND THE AGENT FOR THE CLASS C-1 CIA CERTIFICATEHOLDERS,]
[SERIES 1996-4 SUPPLEMENT] HAVE BEEN COMPLIED WITH. [EXCEPT AS OTHERWISE
PROVIDED IN THE CERTIFICATE PURCHASE AGREEMENT,] 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
[CERTIFICATE PURCHASE AGREEMENT] [SERIES 1996-4 SUPPLEMENT].
No. R-1 $_______________
Series Termination
Date: April 10, 2009
FIRST USA CREDIT CARD MASTER TRUST
CLASS C-[ ]CIA CERTIFICATE, SERIES 1996-4
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. 19 of Receivables in Additional Accounts dated as
of August 6, 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 1996-4 Supplement
(the "Series 1996-4 Supplement"), dated as of August 6, 1996, between the
Bank, as Transferor and Servicer, and the Trustee. The corpus of the Trust
consists of all of the Transferor's right, title and interest in a
portfolio of receivables (the "Receivables") existing in certain VISA(R)
and MasterCard(R) revolving credit card accounts identified in the
Agreement from time to time (the "Accounts"), all Receivables generated
under the Accounts from time to time thereafter, all monies due or to
become due 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 1996-4 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
------------------------------
* VISA(R) and MasterCard(R) are registered trademarks of Visa
USA Incorporated and MasterCard International Incorporated,
respectively.
C-3
<PAGE>
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 C-[ ]CIA Certificate does not purport to summarize
the Agreement or the Spread Account and Subordination Agreement, dated as
of August 6, 1996, between the Trustee, the Transferor and the Servicer
(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 Class
C-[ ] CIA Certificates, Series 1996-4" (the "Class C-[ ] 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
Certificate-holder 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 C-[ ] 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 First USA Credit
Card Master Trust Class C-1 CIA Certificates, Series 1996-4 (the "Class C-1
CIA Certificates"), the First USA Credit Card Master Trust Class C-2 CIA
Certificates, Series 1996-4 (the "Class C-2 CIA Certificates" and,
collectively with the Class C-1 CIA Certificates, the "CIA Certificates"),
the First USA Credit Card Master Trust Class
C-4
<PAGE>
A Floating Rate Asset Backed Certificates, Series 1996-4 (the "Class A
Certificates") and the First USA Credit Card Master Trust Class B Floating
Rate Asset Backed Certificates, Series 1996-4 (the "Class B Certificates")
with the intention that the CIA Certificates, the Class A Certificates and
Class B Certificates will qualify under applicable tax law as indebtedness,
and the Transferor and each holder of a CIA Certificate (a "CIA Certifi-
cateholder") 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 Certifi-
cates") 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 C-[ ] CIA Initial Invested Amount is $[ ]. The
Class C-[ ] CIA Invested Amount for any monthly Distribution Date will be
an amount equal to (i) Class C-[ ] CIA Initial Invested Amount, minus (ii)
-----
the aggregate amount of principal payments made to the Class C-[ ] CIA
Certificateholders prior to such Distribution Date,
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<PAGE>
minus (iii) the aggregate amount of CIA Investor Charge-Offs for all prior
-----
Distribution Dates allocated to the Class C-[ ] 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 Class C-[ ] 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 Class C-[ ] 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 Class C-[ ] CIA Invested Amount may not be
-------- -------
reduced below zero. The aggregate amount of CIA Investor Charge-Offs and
the aggregate amount of Reallocated Principal Collections which have been
used to fund the Class A Required Amount or the Class B Requirement Amount
will be applied first to reduce the Class C-2 CIA Invested Amount (but not
below zero) and then to reduce the Class C-1 CIA Invested Amount to the
extent that the sum of such amounts exceeds the Class C-2 Invested Amount.
The Class C-[ ] CIA Certificates will bear interest at the rate
of [ ]% per annum from August 6, 1996 through September 9, 1996, and for
each Interest Period thereafter, the Class C-[ ] 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 "Class C-[ ] CIA Certificate Rate"). Interest
will be distributed to the extent of available funds on September 10, 1996,
and on the tenth day of each month thereafter, or if such day is not a
Business Day, the next succeeding Business Day until the earlier of the day
on which the Class C-[ ] 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 Class C-[ ] CIA Certificate Rate and (c) the
Class C-[ ] CIA Investor 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,
C-6
<PAGE>
and including, the day immediately preceding the current Distribution Date.
Interest payments will be made on September 10, 1996 and on each
Distribution Date thereafter until the Series 1996-4 Termination Date.
Interest will be payable monthly on each Distribution Date to the Class
C-[ ] 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 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
Class C-1 CIA Required Interest Amount and the Class C-2 Required Interest
and to make payments to the Class C-[ ] 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. All
such amounts applied as reductions of the CIA Invested Amount will be
applied first to reduce the Class C-2 CIA Invested Amount (but not below
zero) and then to reduce the Class C-1 CIA Invested Amount, to the extent
that the sum of such amounts exceeds the Class C-2 Invested Amount. 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 re-
C-7
<PAGE>
duced 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 Class C-2 CIA Certificates are subordinate and junior in
right and time of payment to the Class C-1 CIA Certificates in the manner
and to the extent set forth in the Spread Account Agreement.] [THE CLASS
C-2 CIA CERTIFICATES ARE SUBORDINATE AND JUNIOR IN RIGHT AND TIME OF
PAYMENT TO THE CLASS C-1 CIA CERTIFICATES IN THE MANNER AND TO THE EXTENT
SET FORTH IN THE SPREAD ACCOUNT AGREEMENT, AND ANY AMOUNTS RECEIVED BY THE
CLASS C-2 CIA CERTIFICATEHOLDERS IN CONTRAVENTION OF THE PRIORITY OF
PAYMENTS SET FORTH THEREIN SHALL BE RETURNED TO THE TRUSTEE FOR APPLICATION
IN ACCORDANCE WITH THE PRIORITY SET FORTH THEREIN.]
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").
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 Col-
C-8
<PAGE>
lections 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 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
C-9
<PAGE>
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 August 2006 Distribution
Date. Principal payments made with respect to the CIA Certificates shall be
applied first to the Class C-1 CIA Certificates until the Class C-1 CIA
Invested Amount has been reduced to zero and all accrued interest with
respect to the Class C-1 CIA Certificates has been paid and then shall be
applied to the Class C-2 CIA Certificates. 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
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<PAGE>
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 August 2006 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 Certifi-
cateholders will receive distributions of Class A Monthly Principal and
Class A Monthly Interest.
On the August 2006 Distribution Date if the Class A Invested
Amount is paid in full, Available Investor Principal Collections and Excess
Principal Collections allocable to Series 1996-4 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 1996-4 are insufficient to pay in full the Class B Invested
Amount on the August 2006 Distribution Date, the Rapid Amortization Period
will commence.
On the August 2006 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 1996-4 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 1996-4
are less
C-11
<PAGE>
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 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 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
C-12
<PAGE>
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 August 2006 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 April 10, 2009 (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 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. Such amounts paid to the CIA
Certificateholders shall be allocated first to pay the Class C-1 CIA
Repayment Amount and then to pay the Class C-2 CIA Repayment Amount.
The transfer of this Certificate shall be registered in the
Certificate Register upon surrender of this
C-13
<PAGE>
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 Certificate-
holder'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.
The Agreement and the Series 1996-4 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
C-14
<PAGE>
or eliminating any of the provisions of the Agreement or the Series 1996-4
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 [and
Section 8.2 of the Certificate Purchase 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 the Certificate
Purchase Agreement], and any such transfer will be permitted only if it
consists of a pro rata percentage interest in all payments made with
respect to this Certificate. [No transfers of partial interests in this
Certificate shall be permitted.]
C-15
<PAGE>
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 [Certificate Purchase
Agreement] [Agreement] and each of the Transferor and the Servicer shall
have granted its prior consent thereto [except as otherwise provided in the
Certificate Purchase Agreement]. 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
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 compa-
C-16
<PAGE>
rable 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 6th day of August 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: August 6, 1996
By:__________________________
Name:
Title:
C-17
<PAGE>
EXHIBIT E
MONTHLY ALLOCATIONS AND PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
FIRST USA BANK
------------------------------------------
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1996-4
------------------------------------------
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
1996-4 Supplement dated August 6, 1996 (the "Supplement") by and between the
Bank and The Bank of New York (Delaware), as Trustee (the "Trustee"), does
hereby certify as follows:
I Capitalized terms used in this Certificate have their respective
meanings set forth in the Pooling and Servicing Agreement; provided,
that the preceding "Monthly Period" shall mean the Monthly Period
immediately preceding the calendar month in which this Certificate is
delivered. References herein to certain sections and subsections are
references to the respective sections and subsections of the Pooling
and Servicing Agreement. This Certificate is delivered pursuant to
Section 4.09 of the Pooling and Servicing Agreement.
II The Bank is Servicer under the Pooling and Servicing Agreement.
III The undersigned is a Servicing Officer.
IV The date of this notice is a Determination Date under the Pooling and
Servicing Agreement.
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 1996-4
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. Total Class B Finance Charge Allocations
B. Pursuant to subsections 4.09(b)(i):
-----------------------------------
1. Interest to be paid to Certificateholders at
the Certificate Rate for the Interest Period
on the Invested Amount (Actual/360)
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS SERIES 1996-4
Page E-3
Class B
2. Overdue Interest
3. Default Interest
<TABLE>
<CAPTION>
C. Pursuant to subsection 4.09 (b)(ii):
------------------------------------
<S> <C>
Class B Monthly Servicing Fee for the preceding
Monthly Period if First USA Bank is no longer Servicer
----------------
<CAPTION>
D. Pursuant to subsection 4.09(b)(iii):
------------------------------------
<S> <C>
Amount constituting Excess Finance Charge Collections
distributed per subsection 4.13
================
3. A. Total CIA Finance Charge Allocations
<CAPTION>
B. Pursuant to subsection 4.09 (c)(i):
-----------------------------------
<S> <C>
CIA Monthly Servicing Fee for the preceding
Monthly Period if First USA Bank is no longer Servicer
----------------
<CAPTION>
C. Pursuant to subsections 4.09(c)(ii):
------------------------------------
<S> <C>
Amount constituting Excess Finance Charge Collections
to be distributed per subsection 4.13
================
<CAPTION>
4. A. Pursuant to subsections 4.09(a)(iv), 4.09(b)(iii), 4.09(c)(ii) and
------------------------------------------------------------------
4.17(e):
--------
<S> <C>
Amount constituting Excess Finance Charge Collections
to be distributed per subsection 4.13
================
Total Excess Finance Charge Collections
</TABLE>
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):
-------------------------------
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS SERIES 1996-4
Page E-4
The Class A Required Amount applied in accordance with
subsection 4.09(a)
B. Pursuant to subsection 4.13 (b):
--------------------------------
Amount of Class A Investor Charge-Offs
not previously reimbursed
C. Pursuant to subsection 4.13 (c):
--------------------------------
Amount equal to unpaid Class B Monthly Interest Due
on the Class B Outstanding Principal Balance
D. Pursuant to subsection 4.13 (d):
--------------------------------
Class B Investor Default Amount for the preceding
Monthly Period
E. Pursuant to subsection 4.13 (e):
--------------------------------
Reimbursement of Class B Invested Amount which has
been reduced for reasons other than principal payments
F. Pursuant to subsection 4.13 (f):
--------------------------------
1. CIA Monthly Interest for the preceding
Interest Period on the Invested
Amount (Actual/360)
2. Overdue Interest
3. CIA Default Interest
----------------------
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 1996-4
Page E-5
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):
--------------------------------
<TABLE>
<S> <C>
Remaining amount to be applied pursuant to
the Spread Account Agreement
---------------------
Total (Excess F/C Collections from 4(A) above)
=====================
</TABLE>
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
---------------------
<TABLE>
<S> <C>
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)
---------------------
</TABLE>
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS SERIES 1996-4
Page E-6
Total Class B Monthly Principal
<TABLE>
<S> <C>
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
=====================
</TABLE>
<TABLE>
<S> <C>
(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
</TABLE>
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS SERIES 1996-4
Page E-7
(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 1996-4
-------------------------------------------
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 1996-4 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.)
B. The amount of the distribution set forth in
paragraph 1 above in respect of interest on
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT SERIES 1996-4
Page F-2
the Certificates, per $1,000 original
certificate principal amount
Class A
Class B
CIA Inv. Amt.
------------
Total (weighted avg.)
C. The amount of the distribution set forth in paragraph 1
above in respect of principal on the Certificates, per
$1,000 original certificate principal amount
Class A
Class B
CIA Inv. Amt.
------------
Total
============
2. Information Regarding the Performance of the Trust.
---------------------------------------------------
A. Allocation of Principal Receivables.
------------------------------------
The aggregate amount of Allocations of Principal
Receivables processed during the Monthly Period
which were allocated in respect of the Certificates
Class A
Class B
CIA Inv. Amt.
------------
Total
============
B. Allocation of Finance Charge Receivables.
-----------------------------------------
(a) The aggregate amount of Allocations of Finance
Charge Receivables processed during the Monthly
Period which were allocated in respect of the
Certificates
Class A
Class B
CIA Inv. Amt.
------------
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT SERIES 1996-4
Page F-3
Total
=================
(b) Principal Funding Investment Proceeds (to Class A) N/A
(c) Withdrawals from Reserve Account (to Class A) N/A
-----------------
Class A Available Funds
=================
C. Principal Receivables / Investor Percentages
--------------------------------------------
(a) The aggregate amount of Principal Receivables in
the Trust as of the last day of the Monthly Period
(b) Invested Amount as of the last day of the preceding
month (Adjusted Class A Invested Amount during
Accumulation Period)
Class A
Class B
CIA Inv. Amt.
-----------------
Total
(c) The Floating Allocation Percentage: The Invested
Amount set forth in paragraph 3(b) above as a
percentage of the aggregate amount of Principal
Receivables as of the Record Date set forth in
paragraph 3(a) above
Class A
Class B
CIA Inv. Amt.
-----------------
Total
(d) During the Amortization Period: The Invested
Amount as of _______ (the last day of the Revolving
Period)
Class A N/A
Class B N/A
CIA Inv. Amt. N/A
-----------------
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT SERIES 1996-4
Page F-4
Total N/A
(e) The Fixed/Floating Allocation Percentage: The Invested
Amount set forth in paragraph 3(d) above as a
percentage of the aggregate amount of Principal
Receivables set forth in paragraph 3(a) above
Class A N/A
Class B N/A
CIA Inv. Amt. N/A
-------------
Total N/A
D. Delinquent Balances.
--------------------
The aggregate amount of outstanding balances in the
Accounts which were delinquent as of the end of the day
on the last day of the Monthly Period
(a) 35 - 64 days
(b) 65 - 94 days
(c) 95 - 124 days
(d) 125 - 154 days
(e) 155 - 184 days
(f) 185 or more days
-------------
Total
=============
E. Monthly Investor Default Amount.
--------------------------------
(a) The aggregate amount of all defaulted Principal
Receivables written off as uncollectible during the
Monthly Period allocable to the Invested
Amount (the aggregate "Investor Default
Amount")
Class A
Class B
CIA Inv. Amt.
-------------
Total
=============
F. Investor Charge-Offs & Reimbursements of Charge-Offs.
-----------------------------------------------------
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT SERIES 1996-4
Page F-5
(a) The aggregate amount of Class A Investor Charge-
Offs and the reductions in the Class B Invested
Amount and the CIA Invested Amount
Class A
Class B
CIA Inv. Amt.
----------------
Total
================
(b) The amounts set forth in paragraph 6(a) above, per
$1,000 original certificate principal amount (which
will have the effect of reducing, pro rata, the
amount of each Certificateholder's investment)
Class A
Class B
CIA Inv. Amt.
----------------
Total
================
(c) The aggregate amount of Class A Investor Charge-
Offs reimbursed and the reimbursement of
reductions in the Class B Invested Amount and the
CIA Invested Amount
Class A
Class B
CIA Inv. Amt.
----------------
Total
================
(d) The amount set forth in paragraph 6(c) above, per
$1,000 interest (which will have the effect of
increasing, pro rata, the amount of each
Certificateholder's investment)
Class A
Class B
CIA Inv. Amt.
----------------
Total
================
G. Investor Servicing Fee.
-----------------------
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT SERIES 1996-4
Page F-6
(a) The amount of the Investor Monthly Servicing Fee
payable by the Trust to the Servicer for the
Monthly Period
Class A
Class B
CIA Inv. Amt.
----------------
Total
================
H. Reallocated Principal Collections
---------------------------------
The amount of Reallocated CIA and Class B
Principal Collections applied in respect of Interest
Shortfalls, Investor Default Amounts or Investor
Charge-Offs for the prior month.
Class B
CIA Inv. Amt.
----------------
Total
================
I. CIA Invested Amount
-------------------
(a) The amount of the CIA Invested Amount as of the
close of business on the related Distribution Date after
giving effect to withdrawals, deposits and payments to
be made in respect of the preceding month
(b) The Required CIA Invested Amount as of the
close of business on the related Distribution Date after
giving effect to withdrawals, deposits and payments to
be made in respect of the preceding month
J. The Pool Factor.
----------------
The Pool Factor (which represents the ratio of the amount of the Investor
Interest on the last day of the Monthly Period to the amount of the
Investor Interest as of the Closing Date). The amount of a
Certificateholder's pro rata share of the Investor Participation Amount can
be determined by multiplying the original denomination of the holder's
Certificate by the Pool Factor
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT SERIES 1996-4
Page F-7
Class A
Class B
----------------
Total (weighted avg.)
K. The Portfolio Yield
-------------------
The Portfolio Yield for the related Monthly Period
L. The Base Rate
-------------
The Base Rate for the related Monthly Period
3. Information Regarding the Principal Funding Account
---------------------------------------------------
A. Accumulation Period
-------------------
(a) Accumulation Period commencement date
(b) Accumulation Period length (months)
(c) Accumulation Period Factor
(d) Required Accumulation Factor Number
(e) Controlled Accumulation Amount
(f) Minimum Payment Rate (last 12 months)
B. Principal Funding Account
-------------------------
Beginning Balance
Plus: Principal Collections for Related Monthly Period from
Principal Account
Plus: Interest on Principal Funding Account Balance for
Related Monthly Period N/A
Less: Withdrawals to Finance Charge Account N/A
Less: Withdrawals to Distribution Account
----------------
Ending Balance
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT SERIES 1996-4
Page F-8
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
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
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT SERIES 1996-4
Page F-9
Finance Charge Account on the Related Transfer Date N/A
C. Withdrawals from the Reserve Account
------------------------------------
Total Withdrawals from the Reserve Account transferred
to the Finance Charge Account on the Related Transfer
Date (1(d) plus 2 above) N/A
D. The Portfolio Adjusted Yield
----------------------------
The Portfolio Adjusted Yield for the related Mthly Period
<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: Class C-2 CIA Certificates, Series 1996-4
--------------------------------------------------------------------
Ladies and Gentlemen:
In connection with our proposed purchase of $_________ in principal
amount of First USA Credit Card Master Trust, Class C-2 CIA Certificates,
Series 1996-4 (the "Class C-2 CIA Certificates"), we confirm that:
1. We have received such information and documentation as we deem
necessary in order to make our investment decision. We understand that
such information and documentation speaks only as of its date and that such
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 1996-4 Supplement dated as of August 6, 1996
(the "Series 1996-4 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 York
(Delaware) relating to the Class C-2 CIA Certificates and agree to be bound
by, and not reoffer, resell, pledge or otherwise transfer (any such act, a
"Transfer") the Class C-2 CIA Certificates except in compliance with, such
restrictions and conditions including but not limited to those in Section
11 of the Series 1996-4 Supplement.
<PAGE>
3. We understand that the Class C-2 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 Class C-2 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 Class C-2 CIA
Certificate we acquire (or any interest therein) or cause any Class C-2 CIA
Certificate (or any interest therein) to be marketed on or through (i) 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 or (ii) a "secondary market" within the meaning of Section 7704(b)(2)
of the Code and any treasury regulation thereunder, including a market wherein
interests in the Class C-2 CIA Certificates are regularly quoted by any Person
making a market in such interests and a market wherein any person regularly
makes available bid or offer quotes with respect to interests in the Class C-2
CIA Certificates and stands ready to effect buy or sell transactions at the
quoted prices for itself or on behalf of others.
5. We are not and will not become 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.]
G-2
<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 Class C-2 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 Class C-2 CIA Certificate will not result in any withholding
obligation with respect to any payments with respect to the Class C-2 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 if we are a person described in clause (A)(iii) above, we will
furnish to the person from whom we are acquiring a Class C-2 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 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 Class C-2 CIA Certificates may
constitute unrelated business taxable income.
7. We understand that no subsequent Transfer of a Class C-2 CIA
Certificate is permitted unless (i) such Transfer is of a Class C-2 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 Agreement) to exceed ninety nine shall be void; and
provided, further, that there shall not at any time be more than 3 Class C-2 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.
G-3
<PAGE>
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 [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 Class C-2 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 [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 Class C-2 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.
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 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).
12. We understand that any purported Transfer of any Class C-2 CIA
Certificate in contravention of the restrictions and conditions in paragraphs 1
through 11 above (including any violation of the representation in
G-4
<PAGE>
paragraph 5 by an investor who continues to hold a Class C-2 CIA Certificate
occurring any time after the Transfer in which it acquired such Class C-2 CIA
Certificate) shall be null and void and the purported transferee shall not be
recognized by the Trust or any other person as a Class C-2 CIA Certificateholder
for any purpose.
13. We further understand that, on any proposed resale, pledge or transfer
of any Class C-2 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
Class C-2 CIA Certificates and the Pooling and Servicing Agreement pursuant to
which the Class C-2 CIA Certificates were issued and we agree that if we
determine to Transfer any Class C-2 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 Class C-2
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 Class C-2 CIA Certificates has been duly authorized by such
beneficial purchaser of the Class C-2 CIA Certificates to do so.
G-5
<PAGE>
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
