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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) November 13, 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
incorporation or organization) Identification Number)
1601 Elm Street, 46th Floor, Dallas, Texas 75201
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(Address of principal executive offices) (Zip Code)
214-849-2195
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former fiscal year, if changed since last
report.)
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Item 5. Other Events.
On November 13, 1996, First USA Bank (the "Bank"), a wholly-owned
subsidiary of First USA Financial, Inc., which is a wholly-owned subsidiary of
First USA, Inc., completed the securitization of approximately $1,039,400,000 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 1996-6 consists of $862,650,000 Class A Floating Rate Asset
Backed Certificates, and $78,000,000 Class B Floating Rate Asset Backed
Certificates, each of which has an average life of approximately seven years.
Series 1996-6 also consists of $98,750,000 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
1996-6, dated as of October 17, 1996, between First USA Bank and Bear, Stearns &
Co. Inc. on behalf of itself and as Representative of the several Underwriters
set forth therein.
99. Series 1996-6 Supplement, dated as of November 13, 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: November 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 1996-6, dated as of October 17, 1996, between First USA
Bank and Bear Stearns & Co. Inc., on behalf of itself and as
Representative of the several Underwriters set forth therein.
99. Series 1996-6 Supplement, dated as of November 13, 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.
H:\legal\Davedocs\8'K's\1996-6.doc
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First USA Credit Card Master Trust
Class A Floating Rate Asset Backed Certificates,
Series 1996-6
Class B Floating Rate Asset Backed Certificates,
Series 1996-6
UNDERWRITING AGREEMENT
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October 17, 1996
Bear, Stearns & Co. Inc.
as Representative of the
Underwriters set forth herein
245 Park Avenue
New York, New York 10167
Ladies and Gentlemen:
First USA Bank, a Delaware chartered banking corporation (the
"Bank"), has duly authorized the issuance and sale to Bear, Stearns & Co. Inc.
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(the "Representative"), J.P. Morgan Securities Inc. and NationsBanc Capital
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Markets, Inc., as underwriters (each individually, an "Underwriter" and
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collectively, the "Underwriters") of First USA Credit Card Master Trust
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$862,650,000 aggregate principal amount of Class A Floating Rate Asset Backed
Certificates, Series 1996-6 (the "Class A Certificates") and $78,000,000
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aggregate principal amount of Class B Floating Rate Asset Backed Certificates,
Series 1996-6 (the "Class B Certificates" and together with the Class A
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Certificates, the "Certificates"). The Certificates will be issued pursuant to a
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Pooling and Servicing Agreement, dated as of September 1, 1992 (the "Master
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Pooling and Servicing Agreement"), as supplemented by the Series 1996-6
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Supplement dated as of November 13, 1996 (the "Supplement" and together with the
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Master Pooling and Servicing Agreement, 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
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of the Trust will include, among other things, receivables (the "Receivables")
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arising 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
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Bank. The Bank represents and warrants to, and agrees with, the
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Underwriters as follows:
(a) The Bank has filed with the Securities and
Exchange Commission (the "Commission"), on Form S-3, a registration statement,
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including a form of prospectus supplement (Registration No. 33-99362) pursuant
to Rule 415 under the Securities Act of 1933, as amended (such act, the "Act").
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The Bank may have filed one or more amendments thereto each of which amendments
has previously been furnished to each of the Underwriters. The Bank will also
file with the Commission a prospectus supplement in accordance with Rule 424(b)
under the Act. As filed, the registration statement as amended, the form of
prospectus supplement, and any prospectuses or prospectus supplements filed
pursuant to Rule 424(b) under the Act relating to the Certificates shall, except
to the extent that the 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
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date and time as of which such registration statement, or the most recent
post-effective amendment thereto, if any, was declared effective by the
Commission, and "Effective Date" means the date of the Effective Time. Such
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registration statement, as amended at the Effective Time, and including the
exhibits thereto and any material incorporated by reference therein (including
any Computational Materials, ABS Term Sheets, Structural Term Sheets and
Collateral Term Sheets (as defined in Section 3(b) of this Agreement) filed on
Form 8-K), is hereinafter referred to as the "Registration Statement," and any
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prospectus supplement (the "Prospectus Supplement") relating to the
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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
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Date, the Registration Statement did not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein not misleading; and on the
date of any filing pursuant to Rule 424(b) and on the Closing Date, the
Prospectus did not or will not include any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that the Bank makes no representation or warranty
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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
business as such properties are presently owned and such business
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is presently conducted, and to execute, deliver and perform its obligations
under this Agreement, the Spread Account Agreement dated as of November 13, 1996
by and between the Bank and the Trustee (the "Spread Account Agreement"), the
Pooling and Servicing Agreement, and the Certificates.
(e) This Agreement has been duly authorized and
validly executed and delivered by the Bank.
(f) The Pooling and Servicing Agreement has been
duly authorized and, when executed and delivered by the Bank and assuming the
due authorization, execution and delivery thereof by the Trustee, will
constitute a valid and binding obligation of the Bank enforceable against the
Bank in accordance with its terms, subject to applicable bankruptcy,
reorganization, insolvency and similar laws affecting creditors' rights
generally and subject, as to enforceability, to general principles of equity
(regardless of whether enforcement is pursuant to a proceeding in equity or at
law). As of the Closing Date, the Pooling and Servicing Agreement will have been
duly and validly executed by the Bank and will conform in all material respects
to the description thereof contained in the Prospectus.
(g) The Certificates have been duly and validly
authorized by all required action of the Bank, and when duly and validly
executed by the Bank, authenticated by the Trustee and delivered in accordance
with the Pooling and Servicing Agreement, and delivered to and paid for by the
Underwriters as provided herein, will be validly issued and outstanding and
entitled to the benefits of the Pooling and Servicing Agreement. As of the
Closing Date, the Certificates will have been duly and validly executed by the
Bank, and will conform in all material respects to the descriptions thereof
contained in the Prospectus.
(h) The Spread Account Agreement has been duly
authorized, and when executed and delivered by the Bank and assuming the due
authorization, execution and delivery thereof by the other parties thereto, will
constitute a valid and binding obligation of the Bank enforceable against the
Bank in accordance with its terms, subject to applicable bankruptcy,
reorganization, insolvency and similar laws affecting creditors' rights
generally and subject, as to enforceability, to general principles of equity
(regardless of whether enforcement is pursuant to a proceeding in equity or at
law). As of the Closing Date, the Spread Account Agreement will have been
validly executed by the Bank.
(i) The Receivables delivered on the Closing Date
to the Trustee pursuant to the Pooling and Servicing Agreement 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, or the
Pooling and Servicing Agreement, nor the consummation of any of the transactions
herein or therein contemplated, nor the fulfillment of the terms of the
Certificates, the Pooling and Servicing Agreement, the Spread Account Agreement,
or this Agreement, will result in the breach of any term or provision of the
charter or by-laws of the Bank, or conflict with, result in a breach, violation
or acceleration of, or constitute a default under, the terms of any indenture or
other agreement or instrument to which the Bank is a party or by which it or its
properties is bound or may be affected or any statute, order or regulation
applicable to the Bank of any court, regulatory body, administrative agency,
governmental body or arbitrator having jurisdiction over the Bank or will result
in the creation of any Lien upon any property or assets of the Bank (other than
as contemplated in the Pooling and Servicing Agreement). The Bank is not a party
to, bound by, or in breach or violation of, any indenture or other agreement or
instrument, or subject to or in violation of any statute, order or regulation of
any court, regulatory body, administrative agency, governmental body or
arbitrator having jurisdiction over it, that materially and adversely affects
the ability of the Bank to perform its obligations under this Agreement, the
Pooling and Servicing Agreement, the Spread Account Agreement, or the
Certificates.
(k) There are no charges, investigations,
actions, suits, claims or proceedings before or by any court, regulatory body,
administrative agency, governmental body or arbitrator now pending or, to the
best knowledge of the Bank, threatened that, separately or in the aggregate (i)
could have a material adverse effect on (x) the general affairs, business,
management financial condition, stockholders' equity, results of operations,
regulatory status or business prospects of the Bank or (y) the ability of the
Bank to perform its obligations under this Agreement, the Spread Account
Agreement, the Pooling and Servicing Agreement, or the Certificates, (ii) assert
the invalidity of this Agreement, the Spread Account Agreement, the Pooling and
Servicing Agreement, or the Certificates, (iii) seek to prevent the issuance,
sale or delivery of the Certificates or any of the transactions contemplated by
this Agreement, the Spread Account Agreement, or the Pooling and Servicing
Agreement or (iv) seek to affect adversely the federal income tax or ERISA
attributes of the Certificates described in the Prospectus.
(l) No federal, state or local tax, including
intangibles tax or documentary stamp tax, the non-payment of 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
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Trust, or in connection with the issuance of the Certificates by the Trust, or
the holding of the Receivables by the Trust, or in connection with any of the
other transactions contemplated by this Agreement, the Spread Account Agreement,
or the Pooling and Servicing Agreement. Any taxes, fees and other governmental
charges in connection with the execution, delivery and issuance of the
Certificates or the execution and delivery of this Agreement, the Spread Account
Agreement, or the Pooling and Servicing Agreement have been or will have been
paid at or prior to the Closing Date.
(m) As of the Closing Date, the representations
and warranties of the Bank in the Pooling and Servicing Agreement, with regard
to itself as both transferor and servicer and the Receivables (individually and
in the aggregate), will be true and correct.
(n) No consent, approval, authorization, order,
registration or qualification of or with any court or governmental agency or
body is required for the execution, delivery and performance by the Bank of or
compliance by the Bank with this Agreement, the Spread Account Agreement, the
Pooling and Servicing Agreement, or the Certificates or the consummation of the
transactions contemplated hereby or thereby except the filing of Uniform
Commercial Code financing statements with respect to the Receivables and to the
approval of the Office of the State Bank Commissioner of the State of Delaware.
(o) Ernst & Young LLP who have audited certain
financial statements of the Bank are independent public accountants as required
by the Act and the Rules and Regulations.
(p) As of the close of business on September 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) $1,039,400,000 plus (ii) 7% of the sum of (x) plus (y).
(q) The Trust is not, and will not be as a result
of the issuance and sale of the Certificates, an "investment company" or a
company "controlled by" an investment company within the meaning of the
Investment Company Act of 1940, as amended (the "1940 Act").
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2. Purchase, Sale, Payment and Delivery of Certificates.
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On the basis of the representations, warranties and agreements herein contained,
but subject to the terms and conditions herein set forth, the Bank agrees to
sell to the Underwriters, and the Underwriters agree, severally and not
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jointly, to purchase from the Bank, on November 13, 1996 or on such other date
as shall be mutually agreed upon by the Bank and the Underwriters (the "Closing
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Date"), the number and type of Certificates set forth in Schedule A opposite the
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name of each such Underwriter. The Class A Certificates being purchased by the
Underwriters hereunder are to be purchased at a purchase price equal to 99.65%
of the principal amount thereof. The Class B Certificates being purchased by the
Underwriters hereunder are to be purchased at a purchase price equal to 99.60%
of the principal amount thereof.
The closing of the sale of the Certificates (the "Closing")
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shall be 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
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that after the Effective Date the Underwriters propose to offer the Certificates
for sale to the public as set forth in the Prospectus.
(b) Each Underwriter may provide to prospective
investors the Series Term Sheet dated October 16, 1996 relating to the
Certificates (the "Series Term Sheet") prepared by the Bank and attached
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hereto as Exhibit A, subject to the following conditions:
(i) Such Underwriter shall have complied with the
requirements of the no-action letter, dated May 20, 1994, issued by the
Commission to Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co.
Incorporated and Kidder Structured Asset Corporation, as made applicable to
other issuers and underwriters by the Commission in the response to the request
of the Public Securities Association, dated May 24, 1994 (collectively, the
"Kidder/PSA Letter"), the requirements of the no-action letter, dated February
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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 April 5, 1996,
issued by the Commission to Greenwood Trust Company (the "Greenwood Letter" and
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together with the Kidder/PSA Letter and the PSA Letter, the "No-Action
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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
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covenants and agrees with the several Underwriters as follows:
(a) Immediately following the execution of this
Agreement, the Bank will prepare a Prospectus Supplement setting forth the
amount of Certificates covered thereby and the terms thereof not otherwise
specified in the Basic Prospectus, the price at which such Certificates are to
be purchased by the Underwriters, the initial public offering price, the selling
concessions and allowances, and such other information as the Bank deems
appropriate. The Bank will transmit the Prospectus including such Prospectus
Supplement to the Commission pursuant to Rule 424(b) by a means reasonably
calculated to result in filing that complies with all applicable provisions of
Rule 424(b). The Bank will advise the Representative promptly of any such filing
pursuant to Rule 424(b).
(b) The Bank will advise the Representative
promptly of any proposal to amend or supplement the Registration Statement or
the Prospectus and will not effect such amendment or supplement without the
consent of the Representative, which consent will not unreasonably be withheld;
the Bank will also advise the Representative promptly of any request by the
Commission for any amendment of or supplement to the Registration Statement or
the Prospectus or for any additional information; and the Bank will also advise
the Representative promptly of any amendment or supplement to the Registration
Statement or the Prospectus and of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or the
institution or threat of any proceeding for that purpose and the Bank will use
its best efforts to prevent the issuance of any such stop order and to obtain as
soon as possible the lifting of any issued stop order.
(c) If, at any time when a prospectus relating to
the Certificates is required to be delivered under the Act, any event occurs as
a result of which the Prospectus as then amended or supplemented would include
an untrue statement of a material
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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.
(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
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documents required to be distributed to Certificateholders or filed with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or any order of the Commission thereunder and (ii) from time to
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time, any other information concerning the Bank filed with any government or
regulatory authority which is otherwise publicly available, as the
Representative reasonably requests.
(i) To the extent, if any, that the rating provided
with respect to the Certificates by the rating agency or agencies that initially
rate the Certificates is conditional upon the furnishing of documents or the
taking of any other actions by the Bank, the Bank shall use its best efforts to
furnish such documents and take any such other actions.
(j) The Bank will file with the Commission a
report on Form 8-K with respect to the Series Term Sheet and a report on Form
8-K setting forth all Computational Materials described in Section 3 hereof
provided to the Bank by any of the Underwriters and identified by such
Underwriter as such within the time period allotted for such filing pursuant to
the No- Action Letters.
5. Payment of Expenses. The Bank will pay all expenses
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incident to the performance of its obligations under this Agreement, including
(i) the printing of the Series Term Sheet and any Computational Materials
described in Section 3 hereof, (ii) the printing of the Prospectus and of each
amendment or supplement thereto, (iii) the preparation of this Agreement, the
Spread Account Agreement, and the Pooling and Servicing Agreement, (iv) the
preparation, issuance and delivery of the Certificates to the Underwriters, (v)
the fees and disbursements of the Bank's counsel and accountants, (vi) the
qualification of the Certificates under securities laws in accordance with the
provisions of Section 4(f) hereof, including filing fees and the fees and
disbursements of counsel for the Underwriters and in connection with the
preparation of any blue sky and legal investment survey, (vii) the printing and
delivery to the Underwriters of copies of the Series Term Sheet and any
Computational Materials described in Section 3 hereof, (viii) the printing and
delivery to the Underwriters of copies of the Prospectus and of each amendment
or supplement thereto, (ix) the printing and delivery to the Underwriters of
copies of any blue sky or legal investment survey prepared in connection with
the Certificates, (x) any fees charged by rating agencies for the rating of the
Certificates, (xi) the fees and expenses, if any, incurred with respect to any
filing with the National Association of Securities Dealers, Inc. and (xii) the
fees and expenses of the Trustee and its counsel. The Underwriters have agreed
to reimburse the Bank for expenses not to exceed $254,000 incurred by the Bank
in connection with the issuance and distribution of the Certificates.
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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
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.
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(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 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;
(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
12
<PAGE>
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 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
13
<PAGE>
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 Registration 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
14
<PAGE>
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 and
the Spread Account Agreement (collectively referred to in this
subsection (h) as the "Agreements") constitutes the valid and binding
----------
obligation of the Bank, enforceable against the Bank in accordance
with its terms, except (x) to the extent that the enforceability
thereof may be limited by (a) bankruptcy, insolvency, receivership,
reorganization, moratorium or other similar laws now or hereafter in
effect relating to 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
15
<PAGE>
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;
(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
16
<PAGE>
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 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.
17
<PAGE>
(i) McGuire Woods Battle & Boothe, L.L.P., counsel
for The Bank of New York, a New York banking corporation ("BONY"), in connection
----
with the Agency Agreement dated as of December 4, 1995 between BONY and the
Trustee (the "Agency Agreement"), and counsel for the Trustee, shall have
----------------
furnished to the Representative their written opinion, addressed to the
Representative and dated the Closing Date, in form and substance satisfactory to
the Representative and its counsel, substantially to the effect that:
(i) BONY is a banking corporation duly
organized, validly existing and in good standing under the laws of the
State of New York and has the corporate power and authority to execute,
deliver and perform its obligations under the Agency Agreement;
(ii) the Certificates have been duly
authenticated by BONY pursuant to the Agency Agreement and in
accordance with the Pooling and Servicing Agreement;
(iii) the Trustee is a banking corporation duly
organized, validly existing and in good standing under the laws of the
State of Delaware and has the corporate power and authority to execute,
deliver and perform its obligations under the Pooling and Servicing
Agreement and the Spread Account Agreement;
(iv) the Supplement and the Spread Account
Agreement have been duly authorized, executed and delivered by the
Trustee, and the Pooling and Servicing Agreement and the Spread Account
Agreement constitute the legal, valid and binding agreements of the
Trustee enforceable against the Trustee in accordance with their
respective terms, except (x) as may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating
to or affecting the rights of creditors generally (as such laws would
apply in the event of the insolvency, receivership, conservatorship or
reorganization of, or other similar occurrence with respect to, the
Trustee), (y) that the enforceability of the Pooling and Servicing
Agreement and the Spread Account Agreement may be subject to the
application of general principles of equity (regardless of whether
18
<PAGE>
considered or applied in a proceeding in equity or at law), and (z)
that certain remedial provisions of the Pooling and Servicing Agreement
may be unenforceable in whole or in part, but the inclusion of such
provisions does not affect the validity of the Pooling and Servicing
Agreement taken as a whole, and the Pooling and Servicing Agreement,
together with applicable law, contains adequate provisions for the
practical realization of the benefits of the security provided thereby.
Such counsel expresses no opinion as to the enforceability of any
rights to contribution or indemnification that are violative of public
policy underlying any law, rule or regulation;
(v) the execution and delivery by the Trustee
of the Supplement and the Spread Account Agreement and the performance
by the Trustee of its obligations under the Pooling and Servicing
Agreement and the Spread Account Agreement do not conflict with or
result in a violation of (x) any law or regulation of the United States
of America or the State of Delaware governing the banking or trust
activities of the Trustee or (y) the amended and restated articles of
association or by-laws of the Trustee; and
(vi) the execution and delivery by the Trustee
of the Supplement and the Spread Account Agreement and the performance
by the Trustee of its obligations under the Pooling and Servicing
Agreement and the Spread Account Agreement do not require any approval,
authorization or other action by, or filing with, any governmental
authority of the United States of America or the State of Delaware
having jurisdiction over the banking or trust activities of the
Trustee, except such as have been obtained, taken or made.
(j) The Representative shall have re-ceived
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.
19
<PAGE>
(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 re-ceived
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.
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
20
<PAGE>
Bank by any Underwriter specifically for use therein or any revision or
amendment thereof or supplement thereto. The foregoing indemnification with
respect to any untrue statement or omission in any preliminary prospectus or
prospectus supplement shall not inure to the benefit of any Underwriter from
whom the person asserting any such losses, claims, damages or liabilities
purchased Certificates, or any person controlling such Underwriter, if a copy of
the Prospectus (as then amended or supplemented if the Bank shall have furnished
any amendments or supplements thereto) was not sent or given by or on behalf of
such Underwriter to such person, if such is required by law, at or prior to the
written confirmation of the sale of such Certificates to such person and if the
Prospectus (as so amended or supplemented) would have cured the defect giving
rise to such loss, claim, damage or liability provided that the Bank shall have
identified to such Underwriter in writing such defect prior to the delivery of
such written confirmation by such Underwriter to such person.
(b) Each Underwriter severally and not jointly
agrees to indemnify and hold harmless the Bank, its directors, each of the
Bank's officers who signed the Registration Statement and each person, if any,
who controls the Bank within the meaning of Section 15 of the Act and under
Section 20 of the Exchange Act against any and all losses, claims, damages or
liabilities to which they may become subject insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, the Prospectus, or in any revision or
amendment thereof or supplement thereto or any related preliminary prospectus or
prospectus supplement, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the 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.
21
<PAGE>
(c) Promptly after receipt by an indem-nified party
under this Section 7 of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 7, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve the indemnifying party from any liability which it may have to any
indemnified party otherwise than under this Section 7. In case any such action
is brought against any indemnified party and it notified the indemnifying party
of the commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may elect by written notice
delivered to the indemnified party promptly after receiving the aforesaid notice
from such indemnified party, to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified party (who shall not, except with
the consent of the indemnified party, be counsel to the indemnifying party), and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section 7 for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than 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
22
<PAGE>
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities as well as any other relevant equitable
considerations. The relative benefits received by the Bank on the one hand and
the respective Underwriter on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Bank bear to the total underwriting discounts and
commissions received by such Underwriter. The relative fault shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Bank or by any Underwriter
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The amount
paid by an indemnified party as a result of the losses, claims, damages or
liabilities referred to in the first sentence of this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any action or
claim which is the subject of this subsection (d). Notwithstanding the
provisions of this subsection (d), each Underwriter shall not be required to
contribute any amount in excess of the underwriting discount or commission
applicable to the Certificates purchased by it hereunder. The Bank and the
Underwriters agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of any of the equitable
considerations referred to above in this subsection (d). No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
8. Survival. The Bank and the Underwriters agree that the
--------
respective representations, warranties and agreements made by them herein and in
any certificate or other instrument delivered pursuant hereto shall 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
23
<PAGE>
such certificate or other instrument shall survive the delivery of and payment
for the Certificates.
9. Termination. This Agreement may be terminated in the
-----------
sole discretion of the Underwriters by notice to the Bank given at or prior to
the Closing Date in the event that the Bank shall have failed, refused or been
unable to perform all obligations and satisfy all conditions on its part to be
performed or satisfied hereunder at or prior thereto. Termination of this
Agreement pursuant to this Section 9 shall be without liability of any party to
any other party except as provided in Sections 5 and 7 hereof.
10. Default by One or More of the Underwriters. If one or
------------------------------------------
more of the Underwriters shall fail on the Closing Date to purchase the
Certificates which it or they are obligated to purchase under this Agreement
(the "Defaulted Securities"), the lead Underwriter shall have the right, within
--------------------
24 hours thereafter, to make arrangements for one or more of the non-default-
ing 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
24
<PAGE>
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 Advertise-ments)(Exemptions) Order 1996
or who is a person to whom the document may otherwise lawfully be issued or
passed on, (x) it has complied and shall comply with all applicable provisions
of the Financial Services Act 1986 of Great Britain with respect to anything
done by it in relation to the Certificates in, from or otherwise involving the
United Kingdom and (y) if that 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 Ser-vices 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 Bear, Stearns & Co. Inc., 245 Park Avenue, New York,
New York 10167, Attention: Asset Backed Securities Department, 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
25
<PAGE>
defined in Section 2(11) of the Act) with respect to the Certificates, transfer,
deposit or otherwise convey any Certificates into a trust or other type of
special purpose vehicle that issues securities or other instruments backed in
whole or in part by, or that represents interests in, such Certificates without
the prior written consent of the Bank.
14. Successors. This Agreement shall inure to the benefit
----------
of and be binding upon the parties hereto and their respective successors and
assigns. Nothing expressed herein is intended or shall be construed to give any
person other than the persons referred to in the preceding sentence any legal or
equitable right, remedy or claim under or in respect of this Agreement.
15. Severability of Provisions. Any covenant, provision,
--------------------------
agreement or term of this Agreement that is prohibited or is held to be void or
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 transac-tions 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.
26
<PAGE>
If the foregoing is in accordance with your understanding of
our agreement, kindly sign and return to us the enclosed duplicate hereof,
whereupon it will be a binding agreement among the undersigned in accordance
with its terms.
Very truly yours,
FIRST USA BANK,
as Transferor and Servicer
By:/s/ W. Todd Peterson
---------------------------
Name: W. Todd Peterson
Title: Vice President
The foregoing Underwriting Agreement
is hereby agreed to as of the date
first above written.
BEAR, STEARNS & CO. INC.,
for itself and as Representative
of the several Underwriters named
in Schedule A hereto
By:/s/ Timothy E. Stapleford
------------------------------
Name: Timothy E. Stapleford
Title: Managing Director
<PAGE>
SCHEDULE A
Aggregate Principal
Amount of the Class A
Underwriter Certificates
- ----------- ------------
Bear, Stearns & Co. Inc. . . $287,550,000
J.P. Morgan
Securities Inc.. . . . . $287,550,000
NationsBanc Capital
Markets, Inc. . . . . . $287,550,000
-----------
Total . . . . . . . . . $862,650,000
Aggregate Principal
Amount of the Class B
Underwriter Certificates
- ----------- ------------
Bear, Stearns & Co. Inc. . . $26,000,000
J.P. Morgan
Securities Inc.. . . . . $26,000,000
NationsBanc Capital
Markets, Inc. . . . . . $26,000,000
-----------
Total . . . . . . . . . $78,000,000
<PAGE>
EXHIBIT A
SUBJECT TO REVISION
SERIES TERM SHEET DATED OCTOBER 17, 1996
$545,180,000
FIRST USA CREDIT CARD MASTER TRUST
$500,000,000 CLASS A FLOATING RATE ASSET BACKED CERTIFICATES, SERIES 1996-6
$45,180,000 CLASS B FLOATING RATE ASSET BACKED CERTIFICATES, SERIES 1996-6
FIRST USA BANK
TRANSFEROR AND SERVICER
THE OFFERED CERTIFICATES WILL REPRESENT INTERESTS IN THE TRUST ONLY AND WILL
NOT REPRESENT INTERESTS IN OR RECOURSE OBLIGATIONS OF FIRST USA BANK OR
ANY AFFILIATE THEREOF. AN OFFERED CERTIFICATE IS NOT A DEPOSIT AND NEI-
THER THE OFFERED CERTIFICATES NOR THE UNDERLYING ACCOUNTS OR RECEIV-
ABLES ARE INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
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 PRO-
VIDED 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 SUP-
PLEMENT AND THE PROSPECTUS.
THIS SERIES TERM SHEET SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITA-
TION 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.
BEAR, STEARNS & CO. INC.
J.P. MORGAN & CO.
NATIONSBANC CAPITAL MARKETS, INC.
<PAGE>
SUMMARY OF TERMS
This Series Term Sheet will be superseded in its entirety by the information
appearing in the Prospectus Supplement, the Prospectus and the Series 1996-6
Supplement to the Pooling and Servicing Agreement (as amended, the "Pooling and
Servicing Agreement") between First USA Bank (the "Bank"), as transferor (in
such capacity, the "Transferor") and Servicer (in such capacity, the
"Servicer"), and The Bank of New York (Delaware), as trustee (the "Trustee").
Type of Securities.......... Class A Floating Rate Asset Backed
Certificates, Series 1996-6 (the "Class A
Certificates") and Class B Floating Rate
Asset Backed Certificates, Series 1996-6
(the "Class B Certificates" and, together
with the Class A Certificates, the "Offered
Certificates").
Trust Assets................ The property of the First USA Credit Card
Master Trust (the "Trust") includes and will
include receivables (the "Receivables")
arising under certain VISA (R) and
MasterCard (R)* revolving credit card
accounts (the "Accounts") selected by the
Transferor from a portfolio of VISA and
MasterCard accounts owned by the Transferor,
all monies due or to become due in payment
of the Receivables, all proceeds of the
Receivables and all monies on deposit in
certain bank accounts of the Trust (other
than certain investment earnings on such
amounts), and any enhancement issued with
respect to any series issued from time to
time by the Trust (each, a "Series") which
will consist of one or more classes of
certificates. The benefits of any
enhancement issued with respect to any other
Series will not be available for the benefit
of the holders of the Certificates and the
holders of the certificates of other Series
will not be entitled to the benefits of any
enhancement for this Series.
Trustee..................... The Bank of New York (Delaware).
Certificateholders' Each of the Offered Certificates represents
Interest.................... an undivided interest in the Trust. The
Trust's assets will be allocated among the
Class A Certificateholders (the "Class A
Certificateholders' Interest"), the Class B
Certificateholders (the "Class B
Certificateholders' Interest", and together
with the Class A Certificateholders'
Interest, the "Investor Interest"), the CIA
Certificateholders (the "CIA
Certificateholders' Interest"), the holders
of other Series previously issued or issued
at some future time pursuant to the Pooling
and Servicing Agreement and the applicable
series supplements to the Pooling and
Servicing Agreement (each, a "Supplement")
and the Transferor (the "Transferor
Interest"), as described below.
The aggregate principal amount of the Class A
Certificateholders' Interest and the Class B
Certificateholders' Interest will, except as
otherwise provided herein, remain fixed at
$500,000,000 (the "Class A Invested Amount")
and $45,180,000 (the "Class B Invested
Amount"), respectively. The principal amount
of the Transferor Interest will fluctuate as
the amount of Receivables in the Trust
changes from time to time.
- --------
* VISA (R) and MasterCard (R) are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
2
<PAGE>
The "CIA Invested Amount" in the initial
amount of $57,230,000 (which amount
represents 9.5% of the sum of the initial
Class A Invested Amount, the initial Class B
Invested Amount and the initial CIA Invested
Amount) constitutes enhancement for the
Offered Certificates. Allocations will be
made to the CIA Invested Amount and the
holders of each Class of the CIA
Certificates will have voting and certain
other rights of a subordinated class of
certificates. The CIA Certificates together
with the Offered Certificates are referred
to herein as the "Certificates."
The Class A Certificates will represent the
right to receive from the assets of the
Trust allocated to the Class A
Certificateholders' Interest funds up to
(but not in excess of) the amounts required
to make payments of interest on the Class A
Certificates at the Class A Certificate
Rate, and the payment of principal during
the amortization period to the extent of the
Class A Invested Amount (which may be less
than the aggregate unpaid principal amount
of the Class A Certificates, in certain
circumstances).
The Class B Certificates will represent the
right to receive from the assets of the
Trust allocated to the Class B
Certificateholders' Interest funds up to
(but not in excess of) the amounts required
to make payments of interest on the Class B
Certificates at the Class B Certificate
Rate, and the payment of principal during
the Amortization Period, following the final
principal payment of the Class A Invested
Amount to the holders of the Class A
Certificates, to the extent of the Class B
Invested Amount (which may be less than the
aggregate unpaid principal amount of the
Class B Certificates, in certain
circumstances, if there has been a reduction
of the Class B Invested Amount).
Receivables................. The aggregate amount of Receivables in the
Accounts (including the amount of
Receivables in the additional Accounts added
to the Trust on October 3, 1996 and certain
additional Accounts designated to be added
to the Trust on November 13, 1996 (the
"Closing Date")), as of the close of
business on September 30, 1996, was
$18,483,595,665, comprised of
$17,953,842,869 of principal Receivables and
$529,752,796 of finance charge Receivables.
The Transferor may determine to add to the
Trust on or about the Closing Date, in
compliance with the provisions of the
Pooling and Servicing Agreement, Receivables
in Additional Accounts in addition to those
reflected in the preceding sentence.
Interest.................... Class A Certificate Rate: One-month LIBOR
plus %.
Class B Certificate Rate: One-month LIBOR
plus %.
Interest Payment Dates...... Interest on the Certificates will be
distributed on the 10th day of each calendar
month or, if such day is not a business day,
on the next succeeding business day (each, a
"Distribution Date"), commencing December
10, 1996, in an amount equal to the product
of (a) the actual number of days in the
period from the preceding Distribution Date
(or in the case of the December 1996
Distribution Date, the Closing Date) through
the day preceding
3
<PAGE>
such Distribution Date divided by 360, (b)
the Class A Certificate Rate or the Class B
Certificate Rate, as applicable, and (c) the
outstanding principal amount of the Class A
Certificates or the outstanding principal
amount of the Class B Certificates, as
applicable, as of the last day of the
preceding calendar month (or, in the case of
the December 1996 Distribution Date, as of
the Closing Date). "LIBOR" means the London
interbank offered quotations for one-month
United States dollar deposits prevailing on
the date that LIBOR is determined. The
Trustee will determine LIBOR on the second
business day prior to the Closing Date for
the period from the Closing Date through
December 9, 1996, and on the second business
day prior to each Distribution Date for the
period from and including such Distribution
Date through the day preceding the next
succeeding Distribution Date.
Principal................... The principal of the Class A Certificates and
the Class B Certificates is scheduled to be
paid on the Class A Expected Final Payment
Date and the Class B Expected Final Payment
Date, respectively, but may be paid earlier
or later under certain circumstances.
Class A Expected Final
Payment Date...............
The November 2003 Distribution Date.
Class B Expected Final
Payment Date...............
The November 2003 Distribution Date.
Stated Series Termination The final distribution of principal and
Date........................ interest on the Certificates will be made no
later than the July 2006 Distribution Date
(the "Stated Series Termination Date").
After the Stated Series Termination Date,
the Trust will have no further obligation to
pay principal or interest on the
Certificates.
Subordination of the Class
B Certificates and the CIA
Certificates...............
The Class B Certificateholders' Interest will
be subordinated to the extent necessary to
fund certain payments with respect to the
Class A Certificates. In addition, the CIA
Certificateholders' Interest will be
subordinated to the extent necessary to fund
certain payments with respect to the Class A
Certificates and the Class B Certificates.
If the CIA Invested Amount is reduced to
zero, the Class B Certificateholders will
bear directly the credit and other risks
associated with their undivided interest in
the Trust. To the extent the Class B
Invested Amount is reduced, the percentage
of collections of finance charge receivables
allocated to the Class B Certificateholders
in subsequent Monthly Periods will be
reduced. Moreover, to the extent the amount
of such reduction in the Class B Invested
Amount is not reimbursed, the amount of
principal distributable to the Class B
Certificateholders will be reduced.
ERISA Considerations........ If certain conditions are satisfied,
including that upon completion of the public
offering thereof interests in the Class A
Certificates are held by 100 or more persons
independent of the Transferor and each
other, the Class A Certificates should
qualify as "publicly
4
<PAGE>
offered securities" for purposes of the
"plan assets regulation" issued by the
Department of Labor. In such event, the
purchase and holding of Class A Certificates
by an employee benefit plan (or other entity
deemed to hold assets of such plan) would
not cause the assets of the Trust to be
deemed "plan assets" of any such plan
subject to the prohibited transaction rules
of the Employee Retirement Income Security
Act of 1974, as amended and the Internal
Revenue Code of 1986, as amended. Further
information regarding the status of the
Class A Certificates as publicly offered
securities will be provided in the
Prospectus Supplement. Accordingly, plan
investors contemplating the purchase of
Class A Certificates should consult their
counsel and review "ERISA Considerations" in
the Prospectus and "Summary of Terms--ERISA
Considerations" in the Prospectus Supplement
prior to making any purchase of Class A
Certificates.
The Underwriters currently do not expect the
Class B Certificates to qualify as publicly
offered securities and, accordingly, the
Class B Certificates may not be purchased by
employee benefit plans (or entities deemed
to hold assets of such plans, including
without limitation any insurance company
general account deemed to hold plan assets
by reason of a plan's investment in the
general account).
Certificate Ratings......... It is a condition to the issuance of the
Class A Certificates that they be rated in
the highest rating category by at least one
nationally recognized statistical rating
organization (each such rating organization,
a "Rating Agency").
It is a condition to the issuance of the
Class B Certificates that they receive a
rating of at least "A" or its equivalent by
at least one Rating Agency.
Listing..................... Application will be made to list the Offered
Certificates on the Luxembourg Stock
Exchange.
5
<PAGE>
THE BANK'S CREDIT CARD PORTFOLIO
DELINQUENCY AND LOSS EXPERIENCE
The following tables set forth the delinquency and loss experience for each
of the periods shown for the portfolio of VISA and MasterCard credit card
accounts serviced by the Bank (the "Bank Portfolio"). As of the close of
business on September 30, 1996, the Receivables in the Trust Portfolio
(including the Receivables in the additional Accounts added to the Trust on
October 3, 1996 and in the additional Accounts to be added to the Trust on the
Closing Date) represented approximately 93.4% of the Bank Portfolio. The
accounts in the Bank Portfolio that are not included in the Trust Portfolio
are primarily newly originated accounts with lower delinquency and loss rates
than the average accounts in the Trust Portfolio which are generally more
seasoned. Therefore, the actual delinquency and loss experience with respect
to the Receivables in the Trust Portfolio may be different from that set forth
below. There can be no assurance that the delinquency and loss experience for
the Trust Portfolio will be similar to the historical experience set forth
below because, among other things, economic and financial conditions affecting
the ability of cardholders to make payments may be different from those that
have prevailed during the periods reflected below.
DELINQUENCY EXPERIENCE
BANK PORTFOLIO
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
AS OF JUNE 30,
-----------------------------------------------------------------------
AS OF
SEPTEMBER 30, 1996 1996 1995 1994
----------------------- ----------------------- ----------------------- -----------------------
PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL OF TOTAL OF TOTAL
RECEIVABLES RECEIVABLES RECEIVABLES RECEIVABLES RECEIVABLES RECEIVABLES RECEIVABLES RECEIVABLES
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Receivables
Outstanding(1)......... $19,782,723 100.00% $18,721,130 100.00% $13,287,452 100.00% $7,520,458 100.00%
=========== ====== =========== ====== =========== ====== ========== ======
Receivables Delinquent:
35-64 days............. $ 343,878 1.74% $ 272,380 1.45% $ 141,181 1.06% $ 60,024 0.80%
65-94 days............. 202,392 1.02 159,791 0.85 76,416 0.57 32,255 0.43
95 or more days........ 456,370 2.31 378,179 2.03 176,250 1.33 74,458 0.99
----------- ------ ----------- ------ ----------- ------ ---------- ------
Total................. $ 1,002,640 5.07% $ 810,350 4.33% $ 393,847 2.96% $ 166,737 2.22%
=========== ====== =========== ====== =========== ====== ========== ======
</TABLE>
- --------
(1) The Receivables Outstanding on the accounts consist of all amounts due
from cardholders as posted to the accounts.
LOSS EXPERIENCE
BANK PORTFOLIO
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED FISCAL YEAR ENDED JUNE 30,
SEPTEMBER 30, ------------------------------------
1996 1996 1995 1994
------------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Average Receivables Out-
standing(1)............... $19,083,015 $16,667,917 $10,446,438 $5,339,689
Gross Charge-Offs(2)....... 231,642 603,249 245,572 132,279
Gross Charge-Offs as a
percentage of Average
Receivables
Outstanding(4)............ 4.86% 3.62% 2.35% 2.48%
Recoveries(3).............. 16,804 40,098 15,099 13,889
Net Losses(3).............. 214,838 563,151 230,473 118,390
Net Losses as a percentage
of Average Receivables
Outstanding(4)............ 4.50% 3.38% 2.21% 2.22%
</TABLE>
- --------
(1) Average Receivables Outstanding is the average daily receivables during
the periods indicated.
(2) Gross Charge-Offs are principal charge-offs before recoveries and do not
include the amount of any reductions in average receivables outstanding
due to fraud, returned goods or customer disputes.
(3) Recoveries are included in the Trust as of July 1, 1996.
(4) Annualized.
6
<PAGE>
SUMMARY OF MONTHLY PAYMENT RATES
The following table sets forth the highest and lowest cardholder monthly
payment rates for the Bank Portfolio during any month in the period shown and
the average cardholder monthly payment rates for all months during the periods
shown, in each case calculated as a percentage of total opening monthly
account balances during the periods shown. Payment rates shown in the table
are based on amounts which would be deemed payments of principal Receivables
and finance charge Receivables with respect to the Accounts.
CARDHOLDER MONTHLY PAYMENT RATES
BANK PORTFOLIO
<TABLE>
<CAPTION>
FISCAL YEAR ENDED JUNE 30,
THREE MONTHS ENDED ----------------------------
SEPTEMBER 30, 1996 1996 1995 1994
------------------ -------- -------- --------
<S> <C> <C> <C> <C>
Lowest Month................... 10.71% 9.86% 10.46% 10.74%
Highest Month.................. 11.39 11.79 11.63 13.23
Monthly Average................ 11.12 10.98 10.96 11.86
</TABLE>
RECEIVABLE YIELD CONSIDERATIONS
The portfolio yield on the Bank Portfolio for each of the three fiscal years
contained in the period ended June 30, 1996 and for the three months ended
September 30, 1996 is set forth in the following table. The portfolio yields
in the table are calculated on an accrual basis. The portfolio yield on
Receivables included in the Trust is calculated on a cash basis. Portfolio
yields calculated on an accrual basis may differ from portfolio yields
calculated on a cash basis due to (a) a lag between when finance charges and
fees are charged to cardholder accounts and when such finance charges and fees
are collected and (b) finance charges and fees that are not ultimately
collected from the cardholder. However, during the three fiscal years
contained in the period ended June 30, 1996 and for the three months ended
September 30, 1996, portfolio yield on an accrual basis approximated portfolio
yield on a cash basis. Portfolio yield on both an accrual and a cash basis
will also be affected by numerous factors, including changes in the monthly
periodic rates, variations in the rate of payments and new borrowings on the
Accounts, the amount of the annual membership fees and other charges, changes
in the delinquency and loss rates on the Receivables and the percentage of
cardholders who pay their balances in full each month and do not incur
periodic finance charges. Interchange allocated to the Trust with respect to
the Receivables may vary from the amounts included in the table below because
interchange will be included in the Trust on an estimated basis by initially
treating 1.3% of collections on the Receivables, other than collections with
respect to periodic finance charges, annual membership fees and other charges,
as discount Receivables.
PORTFOLIO YIELD
BANK PORTFOLIO
<TABLE>
<CAPTION>
FISCAL YEAR ENDED JUNE 30,
THREE MONTHS ENDED ----------------------------
SEPTEMBER 30, 1996 1996 1995 1994
------------------ -------- -------- --------
<S> <C> <C> <C> <C>
Average account monthly
accrued fees and charges
(1)(2)....................... $38.07 $ 34.43 $29.90 $ 25.73
Average account balance(3).... 2,793 2,711 2,415 1,976
Portfolio yield from fees and
charges (1)(4)............... 16.36% 15.24% 14.85% 15.62%
</TABLE>
- --------
(1) Fees and charges are comprised of periodic finance charges, interchange,
annual membership fees and other charges.
(2) Average account monthly accrued fees and charges are presented net of
adjustments made pursuant to the Bank's normal servicing procedures,
including removal of incorrect or disputed periodic finance charges, and
include interchange.
(3) Average account balance includes purchases, cash advances and accrued and
unpaid periodic finance charges, annual membership fees and other charges
and is calculated based on the average of the month end balances for
accounts with balances.
(4) Annualized.
7
<PAGE>
The increase in portfolio yield for the fiscal year ended June 30, 1996 and
for the three months ended September 30, 1996 reflects changes in the overall
pricing distribution of the Bank Portfolio. The decline in portfolio yield for
fiscal year 1995 is primarily the result of the Bank's focus on the direct
solicitation of low-rate, no annual fee credit cards which on average had a
lower introductory rate and which had the effect of lowering finance charge
income and annual fee income. The accounts in the Bank Portfolio that are not
included in the Trust Portfolio are primarily newly originated accounts with a
greater proportion of Receivables arising under accounts generated under this
type of solicitation than the average accounts in the Trust Portfolio, which
are more seasoned. Therefore, the actual portfolio yield with respect to the
Receivables in the Trust Portfolio may be different from that set forth above.
THE RECEIVABLES
The Receivables in the Accounts selected from the Bank Portfolio included
and to be included in the Trust on the basis of criteria set forth in the
Pooling and Servicing Agreement (the "Trust Portfolio") (including the
additional Accounts added to the Trust on October 3, 1996 and certain
additional Accounts designated to be added to the Trust on the Closing Date)
as of the close of business on September 30, 1996, consisted of
$17,953,842,869 of principal Receivables and $529,752,796 of finance charge
Receivables. On August 22, 1996 and September 24, 1996 (the "Relevant Cut Off
Dates"), the Transferor designated additional Accounts, which included
approximately $635,767,475 of principal Receivables as of the close of
business on September 30, 1996, and will transfer the Receivables arising
therein to the Trust on the Closing Date. The Transferor may determine to add
to the Trust on or about the Closing Date, in compliance with the provisions
of the Pooling and Servicing Agreement, Receivables in additional Accounts in
addition to those reflected in the two preceding sentences. The additional
Accounts to be added to the Trust on the Closing Date were, as of the Relevant
Cut Off Date, Eligible Accounts. The Accounts had an average principal
Receivable balance of $1,876 (including accounts with a zero balance) and an
average credit limit of $7,084. The percentage of the aggregate total
Receivable balance to the aggregate total credit limit was 27.3%.
As of September 30, 1996, cardholders whose Accounts are included in the
Trust Portfolio, including such additional Accounts, had billing addresses in
50 states, the District of Columbia and other United States territories and
possessions. As of September 30, 1996, 66% of the Accounts, including such
additional Accounts, were premium accounts and 34% were standard accounts, and
the aggregate principal Receivable balances of premium accounts and standard
accounts, as a percentage of the aggregate total principal receivables, were
76% and 24%, respectively.
The following tables summarize the Trust Portfolio (including the additional
Accounts added to the Trust on October 3, 1996 and certain additional Accounts
designated to be added to the Trust on the Closing Date) by various criteria
as of the close of business on September 30, 1996. Because the future
composition of the Trust Portfolio may change over time, these tables are not
necessarily indicative of the composition of the Trust Portfolio at any
subsequent time. The Transferor may determine to add to the Trust on or about
the Closing Date, in compliance with the provisions of the Pooling and
Servicing Agreement, Receivables in additional Accounts in addition to those
reflected in the tables below.
COMPOSITION BY ACCOUNT BALANCE
TRUST PORTFOLIO
<TABLE>
<CAPTION>
PERCENTAGE
OF TOTAL PERCENTAGE OF
CREDIT NUMBER OF NUMBER OF AMOUNT OF TOTAL AMOUNT OF
LIMIT RANGE ACCOUNTS ACCOUNTS RECEIVABLES RECEIVABLES
----------- --------- ---------- --------------- ---------------
<S> <C> <C> <C> <C>
Credit Balance........... 140,535 1.5% $ (21,889,202) (0.1)%
No Balance............... 3,080,433 32.2 -- --
$0.01 to $2,000.00....... 3,136,842 32.8 2,157,478,639 11.7
$2,000.01 to $5,000.00... 1,927,445 20.1 6,925,488,492 37.5
$5,000.01 to $10,000.00.. 1,166,162 12.2 7,936,222,870 42.9
$10,000.01 or More....... 118,139 1.2 1,486,294,866 8.0
--------- ----- --------------- -----
TOTAL................ 9,569,556 100.0% $18,483,595,665 100.0%
========= ===== =============== =====
</TABLE>
8
<PAGE>
COMPOSITION BY CREDIT LIMIT
TRUST PORTFOLIO
<TABLE>
<CAPTION>
PERCENTAGE
OF TOTAL PERCENTAGE OF
CREDIT NUMBER OF NUMBER OF AMOUNT OF TOTAL AMOUNT OF
LIMIT RANGE ACCOUNTS ACCOUNTS RECEIVABLES RECEIVABLES
----------- --------- ---------- --------------- ---------------
<S> <C> <C> <C> <C>
$0.00 to $2,000.00........ 863,543 9.0% $ 555,670,792 3.0%
$2,000.01 to $5,000.00.... 3,166,364 33.1 5,276,518,351 28.5
$5,000.01 to $10,000.00... 4,049,086 42.3 9,104,516,827 49.3
$10,000.01 or More........ 1,490,563 15.6 3,546,889,695 19.2
--------- ----- --------------- -----
TOTAL................. 9,569,556 100.0% $18,483,595,665 100.0%
========= ===== =============== =====
</TABLE>
COMPOSITION BY PERIOD OF DELINQUENCY
TRUST PORTFOLIO
<TABLE>
<CAPTION>
PERCENTAGE
PERIOD OF DELINQUENCY OF TOTAL PERCENTAGE OF
(DAYS CONTRACTUALLY NUMBER OF NUMBER OF AMOUNT OF TOTAL AMOUNT OF
DELINQUENT) ACCOUNTS ACCOUNTS RECEIVABLES RECEIVABLES
--------------------- --------- ---------- --------------- ---------------
<S> <C> <C> <C> <C>
Not Delinquent............ 9,038,492 94.5% $16,306,471,811 88.2%
Up to 34 Days............. 313,395 3.3 1,199,611,953 6.5
35 to 64 Days............. 80,101 0.8 335,204,366 1.8
65 to 94 Days............. 44,448 0.5 197,308,283 1.1
95 or More Days........... 93,120 0.9 444,999,252 2.4
--------- ----- --------------- -----
TOTAL................. 9,569,556 100.0% $18,483,595,665 100.0%
========= ===== =============== =====
</TABLE>
COMPOSITION BY GEOGRAPHIC DISTRIBUTION
TRUST PORTFOLIO
<TABLE>
<CAPTION>
PERCENTAGE
OF TOTAL PERCENTAGE OF
NUMBER OF NUMBER OF AMOUNT OF TOTAL AMOUNT OF
STATE ACCOUNTS ACCOUNTS RECEIVABLES RECEIVABLES
----- --------- ---------- -------------- ---------------
<S> <C> <C> <C> <C>
Alabama..................... 92,684 1.0% $ 189,690,824 1.0%
Alaska...................... 24,525 0.3 61,684,676 0.3
Arizona..................... 155,515 1.6 310,057,794 1.7
Arkansas.................... 79,845 0.8 142,487,677 0.8
California.................. 1,158,194 12.1 2,623,302,638 14.2
Colorado.................... 144,278 1.5 289,911,738 1.6
Connecticut................. 144,922 1.5 280,645,714 1.5
Delaware.................... 19,947 0.2 42,557,420 0.2
District of Columbia........ 20,573 0.2 44,637,414 0.2
Florida..................... 648,409 6.8 1,286,438,273 7.0
Georgia..................... 220,582 2.3 471,728,762 2.6
Hawaii...................... 45,183 0.5 101,009,205 0.5
Idaho....................... 37,701 0.4 72,497,743 0.4
Illinois.................... 466,182 4.9 802,524,993 4.3
Indiana..................... 61,120 0.6 96,947,361 0.5
Iowa........................ 8,207 0.1 13,878,764 0.1
Kansas...................... 87,528 0.9 165,518,501 0.9
Kentucky.................... 96,702 1.0 165,791,141 0.9
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE
OF TOTAL PERCENTAGE OF
NUMBER OF NUMBER OF AMOUNT OF TOTAL AMOUNT OF
STATE ACCOUNTS ACCOUNTS RECEIVABLES RECEIVABLES
----- ---------- ---------- --------------- ---------------
<S> <C> <C> <C> <C>
Louisiana................ $ 240,549 2.5% $ 392,761,772 2.1%
Maine.................... 32,232 0.3 62,499,382 0.3
Maryland................. 247,975 2.6 516,936,740 2.8
Massachusetts............ 305,259 3.2 536,581,176 2.9
Michigan................. 323,236 3.4 625,873,842 3.4
Minnesota................ 64,533 0.7 88,208,711 0.5
Mississippi.............. 61,443 0.6 116,544,214 0.6
Missouri................. 160,632 1.7 291,350,620 1.6
Montana.................. 36,626 0.4 66,789,197 0.4
Nebraska................. 61,058 0.6 97,715,628 0.5
Nevada................... 74,314 0.8 161,654,847 0.9
New Hampshire............ 50,273 0.5 87,487,099 0.5
New Jersey............... 417,304 4.4 732,072,085 4.0
New Mexico............... 60,748 0.6 109,577,909 0.6
New York................. 746,869 7.8 1,478,448,366 8.0
North Carolina........... 177,596 1.9 361,180,447 2.0
North Dakota............. 20,753 0.2 30,075,535 0.2
Ohio..................... 361,842 3.8 651,765,893 3.5
Oklahoma................. 173,280 1.8 296,795,209 1.6
Oregon................... 130,053 1.4 253,496,344 1.4
Pennsylvania............. 404,358 4.2 640,863,817 3.5
Rhode Island............. 40,168 0.4 70,325,155 0.4
South Carolina........... 90,543 0.9 168,864,658 0.9
South Dakota............. 22,124 0.2 36,845,389 0.2
Tennessee................ 59,751 0.6 103,808,443 0.6
Texas.................... 1,015,907 10.6 1,960,176,568 10.6
Utah..................... 60,011 0.6 102,508,871 0.6
Vermont.................. 21,403 0.2 35,776,138 0.2
Virginia................. 260,129 2.7 547,352,110 3.0
Washington............... 228,210 2.4 503,489,811 2.7
West Virginia............ 48,099 0.5 89,874,873 0.4
Wisconsin................ 15,325 0.2 25,581,443 0.1
Wyoming.................. 17,256 0.2 31,297,394 0.1
Other U.S. territories
and possessions......... 27,600 0.4 47,705,341 0.2
---------- ----- --------------- -----
TOTAL................ $9,569,556 100.0% $18,483,595,665 100.0%
========== ===== =============== =====
</TABLE>
Since the largest number of cardholders (based on billing addresses) whose
accounts were included in the Trust as of September 30, 1996 were in
California, Texas, New York, Florida and Illinois, adverse changes in the
economic conditions in these areas could have a direct impact on the timing
and amount of payments on the Certificates.
10
<PAGE>
COMPOSITION OF ACCOUNTS BY AGE
TRUST PORTFOLIO
<TABLE>
<CAPTION>
PERCENTAGE
OF TOTAL PERCENTAGE OF
NUMBER OF NUMBER OF AMOUNT OF TOTAL AMOUNT OF
AGE ACCOUNTS ACCOUNTS RECEIVABLES RECEIVABLES
--- ---------- ---------- --------------- ---------------
<S> <C> <C> <C> <C>
Less than or equal to 6
Months.................. $ 809,116 8.5% $ 2,295,903,515 12.4%
Over 6 Months to 12
Months.................. 1,627,459 17.0 3,696,720,409 20.0
Over 12 Months to 24
Months.................. 2,914,852 30.5 5,805,746,909 31.4
Over 24 Months to 36
Months.................. 1,961,378 20.5 3,276,411,346 17.7
Over 36 Months to 48
Months.................. 949,867 9.9 1,337,499,893 7.2
Over 48 Months to 60
Months.................. 343,329 3.6 427,260,103 2.3
Over 60 Months........... 963,555 10.0 1,644,053,490 9.0
---------- ----- --------------- -----
TOTAL................ $9,569,556 100.0% $18,483,595,665 100.0%
========== ===== =============== =====
</TABLE>
11
<PAGE>
- --------------------------------------------------------------------------------
FIRST USA BANK
Transferor and Servicer
and
THE BANK OF NEW YORK (DELAWARE)
on behalf of the Certificateholders
-----------------------------
SERIES 1996-6 SUPPLEMENT
Dated as of November 13, 1996
to
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1992, as amended
-----------------------------
$1,039,400,000
FIRST USA CREDIT CARD MASTER TRUST
Series 1996-6
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
Page
----
SECTION 1. Designation...................................... 1
SECTION 2. Definitions...................................... 2
SECTION 3. Reassignment and Transfer Terms.................. 27
SECTION 4. Delivery and Payment for the
Series 1996-6 Certificates....................... 27
SECTION 5. Depositary; Form of Delivery of
Series 1996-6 Certificates....................... 27
SECTION 6. Article IV of Agreement.......................... 28
Article IV Rights of Certificateholders and
Allocation and Application of
Collections...................................... 29
Section 4.04 Rights of Certificateholders..................... 29
Section 4.05 Collections and Allocation....................... 30
Section 4.06 Determination of Monthly Interest
for the Series 1996-6 Certificates............... 35
Section 4.07 Determination of Monthly Principal............... 38
Section 4.08 Coverage of Required Amount for the
Investor Certificates............................ 39
Section 4.09 Monthly Payments................................. 40
Section 4.10 Payment of Certificate Interest.................. 46
Section 4.11 [Reserved]....................................... 46
Section 4.12 Investor Charge-Offs............................. 46
Section 4.13 Excess Finance Charge Collections for
the Series 1996-6 Certificates................... 48
Section 4.14 Reallocated Principal Collections for
the Series 1996-6 Certificates................... 51
Section 4.15 Determination of LIBOR........................... 52
i
<PAGE>
Page
----
Section 4.16 Principal Funding Account........................ 53
Section 4.17 Reserve Account.................................. 55
SECTION 7. Article V of the Agreement....................... 57
Article V Distributions and Reports to
Investor Certificateholders...................... 58
Section 5.01 Distributions.................................... 58
Section 5.02 Monthly Certificateholders'
Statement........................................ 59
Section 5.03 Rule 144A Information............................ 62
SECTION 8. Series 1996-6 Pay Out Events..................... 62
SECTION 9. Series 1996-6 Termination........................ 64
SECTION 10. Periodic Finance Charges and
Other Fees....................................... 64
SECTION 11. Transfers of CIA
Certificates; Legends............................ 64
SECTION 12. Compliance with Withholding
Requirements..................................... 69
SECTION 13. Tax Characterization of the
CIA Certificates................................. 69
SECTION 14. ERISA Legend..................................... 70
SECTION 15. Amendment and Ratification
of Agreement..................................... 70
SECTION 16. Counterparts..................................... 70
SECTION 17. GOVERNING LAW.................................... 71
SECTION 18. Additional Representations and
Warranties of the Servicer....................... 71
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 1996-6 SUPPLEMENT, dated as of November 13, 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 1996-6 (the "Series 1996-6
-------------
Certificates").
- ------------
Pursuant to this Series Supplement, the Trans- feror and the Trustee
shall create a new Series of Investor Certificates and shall specify the
Principal Terms thereof. The Series 1996-6 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 1996-6 Certificates." The Series 1996-6
--------------------------
Certificates shall be issued in three Classes, which shall be designated
generally as the Class A Floating Rate Asset Backed Certificates, Series 1996-6
(the "Class A Certificates"), the Class B Floating Rate Asset Backed
--------------------
Certificates, Series 1996-6 (the "Class B Certificates") and the CIA
--------------------
Certificates, Series 1996-6 (the "CIA Certificates"). The CIA Certificates will
----------------
be treated as a Class of Certificates for all purposes under the Agreement and
this Series Supplement; provided, however, that the provisions of subsection
-------- -------
6.09(b) with respect to the delivery of an Opinion of Counsel to the effect that
a newly issued Series of Investor Certificates will be treated as debt for
Federal income tax purposes will not apply to the CIA Certificates.
<PAGE>
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
1996-6 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
October 31, 2002, or such later date as is determined in accordance with
subsection 4.09(i) of the Agreement and ending on the first to occur of (a) the
commencement of the Rapid Amortization Period and (b) the Series 1996-6
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 1996-6) which are not expected to be in
their revolving periods during such Monthly Period, and (c) the initial invested
amounts of all other outstanding Series which are not allocating Excess
Principal Collections and are expected to be in their revolving periods during
such Monthly Period.
"Accumulation Period Length" shall have the meaning assigned such term
--------------------------
in subsection 4.09(i) of the Agreement.
"Accumulation Shortfall" shall initially mean zero and shall
----------------------
thereafter mean, with respect to any Monthly Period during the Accumulation
Period, the excess, if any, of the Controlled Deposit Amount for the previous
Monthly Period over the amount deposited into the Principal Funding Account
pursuant to subsections 4.09(e)(i), 4.09(e)(ii) and 4.09(e)(iii) of the
Agreement with respect to the Series 1996-6 Certificates for the previous
Monthly Period.
2
<PAGE>
"Adjusted Invested Amount" shall mean, with respect to any date of
------------------------
determination, an amount equal to the sum of the Class A Adjusted Invested
Amount, the Class B Adjusted Invested Amount and the CIA Adjusted Invested
Amount.
"Agreement" shall mean the Pooling and Servicing Agreement dated as of
---------
September 1, 1992 between First USA Bank, as Transferor and Servicer, and the
Trustee, as amended.
"Amortization Period" shall mean, with respect to the Series 1996-6
-------------------
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 Certificate-
holders 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 1996-6 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 Monthly Period, (ii)
any Unallocated Principal Collections allocated to the Investor Certificates on
deposit in the Principal Account on the following Distribution Date, (iii) the
amount, if any, of Collections of Finance Charge Receivables and Excess Finance
Charge Collections to be distributed pursuant to subsection 4.09(a)(iii) with
respect to the following Distribution Date, and (iv) the amount, if any, of
Excess Finance Charge Collections to be distributed pursuant to subsections
4.13(b), (d), (e), (h) and (i) on the following Transfer Date, minus (b) the
-----
amount of Reallocated Principal Collections with respect to such Monthly Period
which are required to fund a deficiency pursuant to Section 4.14 for such
Distribution Date, if any.
"Available Reserve Account Amount" shall mean, with respect to any
--------------------------------
Transfer Date, the lesser of (a) the
3
<PAGE>
amount on deposit in the Reserve Account as of such date (before giving effect
to any deposit or withdrawal made or to be made pursuant to subsection 4.13(j)
to the Reserve Account on such date) and (b) the Required Reserve Account
Amount.
"Average Principal Balance" shall mean, for a Monthly Period in which
-------------------------
Additional Accounts are designated for inclusion in or Removed Accounts are
designated for removal from the Trust, the weighted average of the Principal
Receivables in the Trust at the end of the day on the last day of the prior
Monthly Period and the Principal Receivables in the Trust at the end of the day
on the related Addition Date or Removal Date, as applicable, weighted,
respectively, by a fraction, the numerator of which is the number of days from
and including the first day of such Monthly Period to but excluding the related
Addition Date or Removal Date, as applicable, and the denominator of which is
the number of days in such Monthly Period, and by a fraction, the numerator of
which is the number of days from and including the related Addition Date or
Removal Date, as applicable, to and including the last day of such Monthly
Period, and the denominator of which is the number of days in such Monthly
Period.
"Base Rate" shall mean, with respect to any Monthly Period, the sum of
---------
the weighted average of the Class A Certificate Rate, the Class B Certificate
Rate and the CIA Certificate Rate as of the last day of such Monthly Period
(weighted based on the Class A Invested Amount, the Class B Invested Amount and
the CIA Invested Amount, respectively, as of the last day of such Monthly
Period) plus the product of 2.00% and the percentage equivalent of a fraction
the numerator of which is the Adjusted Invested Amount and the denominator of
which is the Invested Amount each as of the last day of such Monthly Period.
"Business Day" shall mean, for the purpose of determining LIBOR, any
------------
day other than a Saturday, Sunday or day on which banking institutions in
London, England, trading in Dollar deposits in the London interbank market, or
banking institutions in New York, New York, or in Newark, Delaware, are
authorized or obligated by law or executive order to be closed and for all other
purposes shall have the meaning provided in the Agreement.
4
<PAGE>
"Calculation Date" shall mean December 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.
"CIA Account Percentage" shall mean, with respect to any Determination
----------------------
Date, the percentage equivalent of a fraction, the numerator of which is the
aggregate amount deposited in the Principal Funding Account on prior Transfer
Dates pursuant to subsection 4.09(e)(iii) and the denominator of which is the
aggregate amount on deposit in the Principal Funding Account as of the last day
of the preceding Monthly Period.
"CIA Adjusted Invested Amount" shall mean, with respect to any date of
----------------------------
determination, an amount not less than zero equal to the CIA Invested Amount
minus the excess, if any, of the Principal Funding Account Balance over the sum
of the Class A Invested Amount and the Class B Invested Amount on such date of
determination.
"CIA Available Funds" shall mean, with respect to any Monthly Period,
-------------------
an amount equal to the sum of (a) the CIA Floating Allocation Percentage of the
Collections of Finance Charge Receivables in respect of such Monthly Period and
(b) with respect to any Monthly Period during the Accumulation Period prior to
the payment in full of the CIA Invested Amount, the product of (i) the CIA
Account Percentage and (ii) the sum of the Principal Funding Investment Proceeds
pursuant to subsection 4.16(b) of the Agreement, if any, with respect to the
related Transfer Date and the amounts, if any, to be withdrawn from the Reserve
Account which will be deposited into the Finance Charge Account on the related
Transfer Date pursuant to subsections 4.17(b), 4.17(d), 4.17(e) and 4.17(f) of
the Agreement.
"CIA Certificateholder" shall mean the Person in whose name a CIA
---------------------
Certificate is registered in the Certificate Register.
"CIA Certificateholders' Interest" shall mean the portion of the
--------------------------------
Series 1996-6 Certificateholders' Interest evidenced by the CIA Certificates.
"CIA Certificate Rate" shall mean a per annum rate of 1.00% in excess
--------------------
of LIBOR, as determined on the
5
<PAGE>
related LIBOR Determination Date or such lesser rate as may be designated in the
Spread Account Agreement.
"CIA Certificates" shall mean any of the certificates executed by the
----------------
Transferor and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit C hereto.
"CIA Default Interest" shall have the meaning specified in subsection
--------------------
4.06(c) of the Agreement.
"CIA Fixed/Floating Allocation Percentage" shall mean for any Monthly
Period during the Amortization Period the percentage equivalent of a fraction,
the numerator of which is the CIA Invested Amount at the end of the last day of
the Revolving Period and the denominator of which is the greater of (a) the
total amount of Principal Receivables in the Trust at the end of the last day of
the preceding Monthly Period and (b) the sum of the numerators used to calculate
fixed/floating allocation percentages with respect to all Series then
outstanding on the applicable Distribution Date; provided, however, that with
-------- -------
respect to any Monthly Period in which an Addition Date or Removal Date occurs
and the Servicer need not make daily deposits of Collections into the Collection
Account, the denominator determined pursuant to clause (a) shall be the Average
Principal Balance; provided further, however, that with respect to any Monthly
-------- ------- -------
Period in which an Addition Date or Removal Date occurs and the Servicer is
required to make daily deposits of Collections into the Collection Account, the
denominator determined pursuant to clause (a) hereof shall be (1) the aggregate
amount of Principal Receivables in the Trust at the end of the day on the last
day of the prior Monthly Period for the period from and including the first day
of such Monthly Period to but excluding the related Addition Date or Removal
Date, as applicable, and (2) the aggregate amount of Principal Receivables in
the Trust at the end of the day on the related Addition Date or Removal Date, as
applicable, for the period from and including such Addition Date or Removal
Date, as applicable, to and including the last day of such Monthly Period.
"CIA Floating Allocation Percentage" shall mean, with respect to any
----------------------------------
Monthly Period, the percentage equivalent of a fraction, the numerator of which
is the CIA Adjusted Invested Amount as of the last day of the preceding Monthly
Period and the denominator of which is
6
<PAGE>
the total amount of Principal Receivables in the Trust as of the last day of
such preceding Monthly Period; provided however, that, with respect to the first
-------- -------
Monthly Period, the CIA Floating Allocation Percentage shall mean the percentage
equivalent of a fraction, the numerator of which is the CIA Initial Invested
Amount and the denominator of which is the total amount of Principal Receivables
on the Closing Date; provided further, that with respect to any Monthly Period
-------- -------
in which an Addition Date or Removal Date occurs and the Servicer need not make
daily deposits of Collections into the Collection Account, the denominator in
the definition of the CIA Floating Allocation Percentage shall be the Average
Principal Balance; provided further, that with respect to any Monthly Period in
-------- -------
which an Addition Date or Removal Date occurs and the Servicer is required to
make daily deposits of Collections into the Collection Account, the denominator
in the definition of the CIA Floating Allocation Percentage shall be (1) the
aggregate amount of Principal Receivables in the Trust at the end of the day on
the last day of the prior Monthly Period for the period from and including the
first day of such Monthly Period to but excluding the related Addition Date or
Removal Date, as applicable, and (2) the aggregate amount of Principal
Receivables in the Trust at the end of the day on the related Addition Date or
Removal Date, as applicable, for the period from and including such Addition
Date or Removal Date, as applicable, to and including the last day of such
Monthly Period.
"CIA Initial Invested Amount" shall mean the aggregate initial
---------------------------
principal amount of the CIA Certificates, which is $98,750,000.
"CIA Interest Shortfall" shall have the meaning specified in
----------------------
subsection 4.06(c) of the Agreement.
"CIA Invested Amount" shall mean, when used with respect to any date
-------------------
of determination, an amount equal to (a) the CIA Initial Invested Amount, minus
-----
(b) the aggregate amount of principal payments made to CIA Certificateholders
prior to such day, minus (c) the aggregate amount of CIA Investor Charge-Offs
-----
for all prior Distribution Dates pursuant to subsection 4.12(c) of the
Agreement, minus (d) the amount of the Reallocated Principal Collections
allocated on all prior Distribution Dates pursuant to Section 4.14 of the
Agreement (but in the aggregate not in excess of the CIA Initial Invested
Amount), minus (e) an amount equal to the amount by which
-----
7
<PAGE>
the CIA Invested Amount has been reduced on all prior Distribution Dates
pursuant to subsections 4.12(a) and (b) of the Agreement and plus (f) the amount
----
of Excess Finance Charge Collections allocated and available on all prior
Transfer Dates pursuant to subsection 4.13(i) of the Agreement, for the purpose
of reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and
(e); provided, however, that the CIA Invested Amount may not be reduced below
-------- -------
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 $73,048.
"CIA Principal Commencement Date" shall mean (a) with respect to the
-------------------------------
Accumulation Period, the first
8
<PAGE>
Distribution Date on which an amount equal to the sum of the Class A Invested
Amount and the Class B Invested Amount has been deposited in the Principal
Funding Account and allocated to the Class A Certificates and the Class B
Certificates or (b) with respect to the Rapid Amortization Period, the
Distribution Date on which the Class A Invested Amount and the Class B Invested
Amount have each been paid in full or, if there are no Principal Receivables
allocable to the Investor Certificates remaining after payments have been made
to the Class A Certificates and the Class B Certificates on such Distribution
Date, the Distribution Date following the Distribution Date on which the Class A
Invested Amount and the Class B Invested Amount have each been paid in full.
"CIA Scheduled Payment Date" shall mean the November 2003 Distribution
--------------------------
Date.
"Class A Account Percentage" shall mean, with respect to any
--------------------------
Determination Date, the percentage equivalent of a fraction, the numerator of
which is the aggregate amount deposited in the Principal Funding Account on
prior Transfer Dates pursuant to subsection 4.09(e)(i) and the denominator of
which is the aggregate amount on deposit in the Principal Funding Account as of
the last day of the preceding Monthly Period.
"Class A Adjusted Invested Amount" shall mean, with respect to any
--------------------------------
date of determination, an amount not less than zero equal to the Class A
Invested Amount minus the Principal Funding Account Balance on such date of
determination.
"Class A Available Funds" shall mean, with respect to any Monthly
-----------------------
Period, an amount equal to the sum of (a) the Class A Floating Allocation
Percentage of the Collections of Finance Charge Receivables in respect of such
Monthly Period and (b) with respect to any Monthly Period during the
Accumulation Period prior to the payment in full of the Class A Invested Amount,
the product of (i) the Class A Account Percentage and (ii) the sum of the
Principal Funding Investment Proceeds pursuant to subsection 4.16(b) of the
Agreement, if any, with respect to the related Transfer Date and the amounts, if
any, to be withdrawn from the Reserve Account which will be deposited into the
Finance Charge Account on the related Transfer Date pursuant to subsections
4.17(b), 4.17(d), 4.17(e) and 4.17(f) of the Agreement.
9
<PAGE>
"Class A Certificate Rate" shall mean 5.515% from and including
------------------------
November 13, 1996 through and including December 9, 1996, and with respect to
each Interest Period thereafter, a per annum rate of 0.14% 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 1996-6 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 numera- tor of which is the Class A Initial Invested Amount and
the denominator of which is the total amount of Principal Receivables in the
Trust on the Closing Date; provided further, that with respect to any Monthly
-------- -------
Period in which an Addition Date or a Removal Date occurs and the Servicer need
not make daily deposits of Collections into the Collection Account, the
denominator in the definition of the Class A Floating Allocation Percentage
shall be the Average Principal Balance; provided further, that with respect to
-------- -------
any Monthly Period in which an Addition Date or Removal Date occurs and the
Servicer is required to make daily deposits of Collections into the Collection
Account, the denominator in the definition of the Class A Floating Allocation
Percentage shall be (1) the aggregate amount of Principal Receivables in the
Trust at the end of the day on the last day of the prior Monthly Period
10
<PAGE>
for the period from and including the first day of such Monthly Period to but
excluding the related Addition Date or Removal Date, as applicable, and (2) the
aggregate amount of Principal Receivables in the Trust at the end of the day on
the related Addition Date or Removal Date, as applicable, for the period from
such Addition Date to and including the last day of such Monthly Period.
"Class A Initial Invested Amount" shall mean the aggregate initial
-------------------------------
principal amount of the Class A Certificates, which is $862,650,000.
"Class A Interest Shortfall" shall have the meaning specified in
--------------------------
subsection 4.06(a) of the Agreement.
"Class A Invested Amount" shall mean, when used with respect to any
-----------------------
date of determination, an amount equal to (a) the Class A Initial Invested
Amount, minus (b) the aggregate amount of principal payments made to Class A
-----
Certificateholders prior to such day and minus (c) the excess, if any, of the
-----
aggregate amount of Class A Investor Charge-Offs over Class A Investor Charge-
Offs reimbursed pursuant to subsection 4.12(a) of the Agreement prior to such
day.
"Class A Investor Charge-Offs" shall have the meaning specified in
----------------------------
subsection 4.12(a) of the Agreement.
"Class A Investor Default Amount" shall mean, with respect to each
-------------------------------
Distribution Date and each Receivable in an Account which became a Defaulted
Account during the related Monthly Period, an amount equal to the product of the
aggregate Default Amount for the related Monthly Period and the applicable Class
A Investor Percentage for the related Monthly Period.
"Class A Investor Percentage" shall mean for any Monthly Period, (a)
---------------------------
with respect to Defaulted Receivables and Finance Charge Receivables at any time
and Principal Receivables during the Revolving Period, the Class A Floating
Allocation Percentage, and (b) with respect to Principal Receivables during the
Amortization Period, the Fixed/Floating Allocation Percentage.
"Class A Monthly Interest" shall mean the monthly interest
------------------------
distributable in respect of the Class A Certificates as calculated in accordance
with subsection 4.06(a) of the Agreement.
11
<PAGE>
"Class A Monthly Principal" shall mean the monthly principal
-------------------------
distributable in respect of the Class A Certificates as calculated in accordance
with subsection 4.07(a) of the Agreement.
"Class A Monthly Servicing Fee" shall mean, with respect to any
-----------------------------
Distribution Date, one-twelfth of the product of the Series Servicing Fee
Percentage and the Class A Adjusted Invested Amount on the last day of the
preceding Monthly Period; provided, however, that with respect to the initial
-------- -------
Monthly Period the Class A Monthly Servicing Fee shall be $638,125.
"Class A Outstanding Principal Balance" shall mean, when used with
-------------------------------------
respect to any date of determination, an amount equal to (a) the Class A Initial
Invested Amount, minus (b) the aggregate amount of principal payments made to
the Class A Certificateholders prior to such day.
"Class A Pool Factor" shall mean, with respect to any Record Date, a
-------------------
number carried out to seven decimal places representing the ratio of the Class A
Invested Amount as of such Record Date (determined after taking into account any
increases or decreases in the Class A Invested Amount which will occur on the
following Distribution Date) to the Class A Initial Invested Amount.
"Class A Required Amount" shall have the meaning specified in Section
-----------------------
4.08 of the Agreement.
"Class A Scheduled Payment Date" shall mean the November 2003
------------------------------
Distribution Date.
"Class B Account Percentage" shall mean, with respect to any
--------------------------
Determination Date, the percentage equivalent of a fraction, the numerator of
which is the aggregate amount deposited in the Principal Funding Account on
prior Transfer Dates pursuant to subsection 4.09(e)(ii) and the denominator of
which is the aggregate amount on deposit in the Principal Funding Account as of
the last day of the preceding Monthly Period.
"Class B Adjusted Invested Amount" shall mean, with respect to any
--------------------------------
date of determination, an amount not less than zero equal to the Class B
Invested Amount minus the excess, if any, of the Principal Funding Account
-----
Balance over the Class A Invested Amount on such date of determination.
12
<PAGE>
"Class B Available Funds" shall mean, with respect to any Monthly
-----------------------
Period, an amount equal to the sum of (a) the Class B Floating Allocation
Percentage of the Collections of Finance Charge Receivables in respect of such
Monthly Period and (b) with respect to any Monthly Period during the
Accumulation Period prior to the payment in full of the Class B Invested Amount,
the product of (i) the Class B Account Percentage and (ii) the sum of the
Principal Funding Investment Proceeds pursuant to subsection 4.16(b) of the
Agreement, if any, with respect to the related Transfer Date and the amounts, if
any, to be withdrawn from the Reserve Account which will be deposited into the
Finance Charge Account on the related Transfer Date pursuant to subsections
4.17(b), 4.17(d), 4.17(e) and 4.17(f) of the Agreement.
"Class B Certificate Rate" shall mean 5.725% from and including
------------------------
November 13, 1996 through and including December 9, 1996, and with respect to
each Interest Period thereafter, a per annum rate of 0.35% in excess of LIBOR,
as determined on the related LIBOR Determination Date.
"Class B Certificateholder" shall mean the Person in whose name a
-------------------------
Class B Certificate is registered in the Certificate Register.
"Class B Certificateholders' Interest" shall mean the portion of the
------------------------------------
Series 1996-6 Certificateholders' Interest evidenced by the Class B
Certificates.
"Class B Certificates" shall mean any of the certificates executed by
--------------------
the Transferor and authenticated by or on behalf of the Trustee, substantially
in the form of Exhibit B hereto.
"Class B Default Interest" shall have the meaning specified in
------------------------
subsection 4.06(b) of the Agreement.
"Class B Fixed/Floating Allocation Percentage" shall mean for any
--------------------------------------------
Monthly Period during the Amortization Period the percentage equivalent of a
fraction, the numerator of which is the Class B Invested Amount at the end of
the last day of the Revolving Period and the denominator of which is the greater
of (a) the total amount of Principal Receivables in the Trust at the end of the
last day of the preceding Monthly Period and (b) the sum of the numerators used
to calculate fixed/
13
<PAGE>
floating allocation percentages with respect to all Series then outstanding on
the applicable Distribution Date; provided, however, that with respect to any
-------- -------
Monthly Period in which an Addition Date or Removal Date occurs and the Servicer
need not make daily deposits of Collections into the Collection Account, the
denominator determined pursuant to clause (a) shall be the Average Principal
Balance; provided further, however, that with respect to any Monthly Period in
-------- ------- -------
which an Addition Date or Removal Date occurs and the Servicer is required to
make daily deposits of Collections into the Collection Account, the denominator
determined pursuant to clause (a) hereof shall be (1) the aggregate amount of
Principal Receivables in the Trust at the end of the day on the last day of the
prior Monthly Period for the period from and including the first day of such
Monthly Period to but excluding the related Addition Date or Removal Date, as
applicable, and (2) the aggregate amount of Principal Receivables in the Trust
at the end of the day on the related Addition Date or Removal Date, as
applicable, for the period from and including such Addition Date or Removal
Date, as applicable, to and including the last day of such Monthly Period.
"Class B Floating Allocation Percentage" shall mean, with respect to
--------------------------------------
any Monthly Period, the percentage equivalent of a fraction, the numerator of
which is the Class B Adjusted Invested Amount as of the last day of the
preceding Monthly Period and the denominator of which is the total amount of
Principal Receivables in the Trust as of the last day of such preceding Monthly
Period; provided however, that, with respect to the first Monthly Period, the
-------- -------
Class B Floating Allocation Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Class B Initial Invested Amount and the
denominator of which is the total amount of Principal Receivables on the Closing
Date; provided further, that with respect to any Monthly Period in which an
-------- -------
Addition Date or Removal Date occurs and the Servicer need not make daily
deposits of Collections into the Collection Account, the denominator in the
definition of the Class B Floating Allocation Percentage shall be the Average
Principal Balance; provided further, that with respect to any Monthly Period in
-------- -------
which an Addition Date or Removal Date occurs and the Servicer is required to
make daily deposits of Collections into the Collection Account, the denominator
in the definition of the Class B Floating Allocation Percentage shall be (1) the
aggregate amount of Principal Receivables in the Trust at the end of the
14
<PAGE>
day on the last day of the prior Monthly Period for the period from and
including the first day of such Monthly Period to but excluding the related
Addition Date or Removal Date, as applicable, and (2) the aggregate amount of
Principal Receivables in the Trust at the end of the day on the related Addition
Date or Removal Date, as applicable, for the period from and including such
Addition Date or Removal Date, as applicable, to and including the last day of
such Monthly Period.
"Class B Initial Invested Amount" shall mean the aggregate initial
-------------------------------
principal amount of the Class B Certificates, which is $78,000,000.
"Class B Interest Shortfall" shall have the meaning specified in
--------------------------
subsection 4.06(b) of the Agreement.
"Class B Invested Amount" shall mean, when used with respect to any
-----------------------
date of determination, an amount equal to (a) the Class B Initial Invested
Amount, minus (b) the aggregate amount of principal payments made to Class B
Certificateholders prior to such day, minus (c) the aggregate amount of Class B
-----
Investor Charge-Offs for all prior Distribution Dates, minus (d) the amount of
-----
the Reallocated Class B Principal Collections allocated on all prior
Distribution Dates for which the CIA Invested Amount has not been reduced
pursuant to subsection 4.14(a) of the Agreement, minus (e) an amount equal to
-----
the amount by which the Class B Invested Amount has been reduced on all prior
Distribution Dates pursuant to subsection 4.12(a) of the Agreement and plus (f)
----
the amount of Excess Finance Charge Collections allocated and available on all
prior Transfer Dates pursuant to subsection 4.13(e) of the Agreement, for the
purpose of reimbursing amounts deducted pursuant to the foregoing clauses (c),
(d) and (e); provided, however, that the Class B Invested Amount may not be
-------- -------
reduced below zero.
"Class B Investor Charge-Offs" shall have the meaning specified in
----------------------------
subsection 4.12(b) of the Agreement.
"Class B Investor Default Amount" shall mean, with respect to each
-------------------------------
Distribution Date and each Receivable in an Account which became a Defaulted
Account during the related Monthly Period, an amount equal to the product of the
aggregate Default Amount for the related Monthly Period and the Class B Investor
Percentage applicable for the related Monthly Period.
15
<PAGE>
"Class B Investor Percentage" shall mean for any Monthly Period,
---------------------------
(a) with respect to Defaulted Receivables and Finance Charge Receivables
at any time or Principal Receivables during the Revolving Period, the Class B
Floating Allocation Percentage, and (b) with respect to Principal Receivables
during the Amortization Period, the Class B Fixed/Floating Allocation
Percentage.
"Class B Monthly Interest" shall mean the monthly interest distribu-
------------------------
table 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 distri-
-------------------------
butable in respect of the Class B Certificates as calculated in accordance with
subsection 4.07(b) of the Agreement.
"Class B Monthly Servicing Fee" shall mean, with respect to any
-----------------------------
Distribution Date, one-twelfth of the product of the Series Servicing Fee
Percentage and the Class B Adjusted Invested Amount on the last day of the
preceding Monthly Period; provided, however, that with respect to the initial
-------- -------
Monthly Period the Class B Monthly Servicing Fee shall be $57,698.
"Class B Outstanding Principal Balance" shall mean, when used with
-------------------------------------
respect to any date of determination, an amount equal to (a) the Class B
Initial Invested Amount, minus (b) the aggregate amount of principal payments
-----
made to the Class B Certificateholders prior to such day.
"Class B Pool Factor" shall mean, with respect to any Record Date,
-------------------
a number carried out to seven decimal places representing the ratio of the
Class B Invested Amount as of such Record Date (determined after taking into
account any increases or decreases in the Class B Invested Amount which will
occur on the following Distribution Date) to the Class B Initial Invested
Amount.
"Class B Principal Commencement Date" shall mean (a) with respect
-----------------------------------
to the Accumulation Period, the first Distribution Date on which an amount
equal to the Class A Invested Amount has been deposited in the Principal
Funding Account and allocated to the Class A Certificates or (b) with respect to
the Rapid Amortization Period, the Distribution Date on which the Class A
Invested Amount is paid in full or, if there are no Princi-
16
<PAGE>
pal Receivables allocable to the Investor Certificates remaining after payments
have been made to the Class A Certificates on such Distribution Date, the
Distribution Date following the Distribution Date on which the Class A
Invested Amount is paid in full.
"Class B Required Amount" shall have the meaning specified in
-----------------------
Section 4.08 of the Agreement.
"Class B Scheduled Payment Date" shall mean the November 2003
------------------------------
Distribution Date.
"Closing Date" shall mean November 13, 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, $86,616,667; provided, however, that if the Accumulation Period
-------- -------
Length is determined to be less than 12 months pursuant to subsection 4.09(i) of
the Agreement, the Controlled Accumulation Amount for each Transfer Date with
respect to the Accumulation Period prior to the payment in full of the Invested
Amount will be equal to (i) the product of (x) the Initial Invested Amount and
(y) the Accumulation Period Factor for such Monthly Period divided by (ii) the
Required Accumulation Factor Number.
"Controlled Deposit Amount" shall mean, with respect to any Transfer
-------------------------
Date, the sum of (a) the Controlled Accumulation Amount for such Transfer Date
and (b) any existing Accumulation Shortfall.
"Covered Amount" shall mean, with respect to any Interest Period
--------------
during the Accumulation Period prior to the payment in full of the Invested
Amount, the product of (a) a fraction, the numerator of which is the actual
number of days in such Interest Period and the denominator of which is 360,
(b) the weighted average of the Class A Certificate Rate, the Class B
Certificate Rate and the CIA Certificate Rate in effect with respect to the
related Interest Period, and (c) the Principal Funding Account Balance up to the
Invested Amount as of the last day of the Monthly Period preceding the Monthly
Period in which such Interest Period ends.
17
<PAGE>
"Daily Deposit Date" shall mean the Determination Date on which
------------------
the Excess Spread Percentage (as defined in the Spread Account Agreement)
for the Monthly Period preceding such date is less than 2.50% per annum.
"Default Interest" shall mean, with respect to any Distribution
----------------
Date, the sum of Class A Default 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 December 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.
--------------------
"ERISA" shall have the meaning specified in subsection 11(f) of
-----
this Series Supplement.
"Excess Finance Charge Collections" shall mean, with respect to
---------------------------------
any Transfer Date, the sum of the amounts, if any, specified pursuant to
subsections 4.09(a)(iv), 4.09(b)(iii) and 4.09(c)(ii) of the Agreement with
respect to such Transfer Date.
"Excess Principal Collections" shall mean, as the context requires,
----------------------------
either (a) the amount allocated to the Investor Certificates which, in
accordance with subsections 4.05(b)(ii), 4.05(c)(ii) and 4.05(f) of the
Agreement, may be applied to Principal Shortfalls with respect to other
outstanding Series or (b) the amounts allocated to the investor certificates of
other Series which the applicable supplements for such Series specify are to be
treated as "Excess Principal Collections" and which may be applied to cover
Principal Shortfalls with respect to the Investor Certificates.
18
<PAGE>
"Finance Charge Deficit" shall have the meaning set forth in
----------------------
subsection 4.05(b)(ii) of the Agreement.
"Fixed/Floating Allocation Percentage" shall mean for any Monthly
------------------------------------
Period during the Amortization Period the percentage equivalent of a fraction,
the numerator of which is the Invested Amount at the end of the last day of
the Revolving Period and the denominator of which is the greater of (a) the
total amount of Principal Receivables in the Trust at the end of the last day
of the preceding Monthly Period and (b) the sum of the numerators used to
calculate fixed/floating allocation percentages with respect to all Series then
outstanding on the applicable Distribution Date; provided, however, that with
-------- -------
respect to any Monthly Period in which an Addition Date or a Removal Date occurs
and the Servicer need not make daily deposits of Collections into the Collection
Account, the denominator determined pursuant to clause (a) shall be the Average
Principal Balance; provided further, however, that with respect to any Monthly
-------- ------- -------
Period in which an Addition Date or Removal Date occurs and the Servicer is
required to make daily deposits of Collections into the Collection Account, the
denominator determined pursuant to clause (a) hereof shall be (1) the aggregate
amount of Principal Receivables in the Trust at the end of the day on the last
day of the prior Monthly Period for the period from and including the first day
of such Monthly Period to but excluding the related Addition Date or Removal
Date, as applicable, and (2) the aggregate amount of Principal Receivables in
the Trust at the end of the day on the related Addition Date or Removal Date, as
applicable, for the period from and including the related Addition Date or
Removal Date, as applicable, to and including the last day of such Monthly
Period.
"Floating Allocation Percentage" shall mean for any date of deter-
------------------------------
mination 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 1996-6, which is
$1,039,400,000.
"Interest Period" shall mean, with respect to a Distribution Date,
---------------
the period beginning on the preceding Distribution Date continuing through
the day preceding
19
<PAGE>
such Distribution Date, except the first Interest Period shall be deemed to be
the 27 day period from and including the Closing Date through and including the
day preceding the initial Distribution Date.
"Interest Shortfall" shall mean, with respect to any
------------------
Distribution Date, the sum of the Class A Interest Shortfall, the Class B
Interest Shortfall and the CIA Interest Shortfall distributable in respect of
the Investor Certificates as calculated in accordance with Section 4.06 of the
Agreement.
"Invested Amount" shall mean, when used with respect to any date,
---------------
an amount equal to the sum of (a) the Class A Invested Amount, (b) the Class B
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 1996-6.
"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 Distri-
-----------------------
bution 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 $768,871.
20
<PAGE>
"Investor Percentage" shall mean for any Monthly Period, (a) with
-------------------
respect to Finance Charge Receivables and Defaulted Receivables at any time
and Principal Receivables during the Revolving Period, the Floating Allocation
Percentage and (b) with respect to Principal Receivables during the Amortization
Period, the Fixed/Floating Allocation Percentage.
"Issuance Date" shall mean the Closing Date.
-------------
"LIBOR" shall mean, for any Interest Period, the London interbank
-----
offered rate for one-month Dollar deposits determined by the Trustee for each
Interest Period in accordance with the provisions of Section 4.15 of the
Agreement.
"LIBOR Determination Date" shall mean November 8, 1996 for the
------------------------
period from and including November 13, 1996 through and including December 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 1996-6
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 1996-6
Certificates shall begin on and include the Closing Date and shall end on and
include November 30, 1996.
"Monthly Principal" shall mean the monthly principal distributable
-----------------
in respect of the Series 1996-6 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 1996-6 Pay Out Event is deemed to occur
pursuant to Section 8 of this Series
21
<PAGE>
Supplement, (iii) the Class A Scheduled Payment Date if the Class A Invested
Amount is not paid in full on such date and (iv) the Class B Scheduled Payment
Date if the Class B Invested Amount is not paid in full on such date.
"Paying Agent" shall mean The Bank of New York.
------------
"Plan Purchaser" shall have the meaning specified in subsection
--------------
11(f) of this Series Supplement.
"Portfolio Adjusted Yield" shall mean, with respect to any Transfer
------------------------
Date, the average of the percentages obtained for each of the three preceding
Monthly Periods by subtracting the Base Rate for such Monthly Period from the
Portfolio Yield for such Monthly Period.
"Portfolio Yield" shall mean for the Series 1996-6 Certificates,
---------------
with respect to any Monthly Period, the annualized percentage equivalent of a
fraction, the numerator of which is an amount equal to the sum of (a) the amount
of Collections of Finance Charge Receivables allocated to the Investor
Certificates for such Monthly Period, and (b) the Principal Funding Investment
Proceeds deposited into the Finance Charge Account on the Transfer Date related
to such Monthly Period, and (c) the amount, if any, withdrawn from the Reserve
Account to be deposited into the Finance Charge Account pursuant to subsections
4.17(b), 4.17(d), 4.17(e) and 4.17(f) of the Agreement on the Transfer Date
relating to such Monthly Period (such sum to be calculated on a cash basis after
subtracting an amount equal to the Investor Default Amount for such Monthly
Period), and the denominator of which is the Invested Amount as of the last day
of the preceding Monthly Period.
"Principal Funding Account" shall have the meaning set forth in
-------------------------
subsection 4.16(a) of the Agreement.
"Principal Funding Account Balance" shall mean, with respect to any
---------------------------------
date of determination during the Accumulation Period, the principal amount, if
any, on deposit in the Principal Funding Account on such date of determination.
"Principal Funding Investment Proceeds" shall mean, with respect to
-------------------------------------
each Interest Period during the Accumulation Period, the investment earnings on
funds in the Principal Funding Account (net of investment expenses and losses)
for such Interest Period.
22
<PAGE>
"Principal Funding Investment Shortfall" shall mean, with respect to
--------------------------------------
each Interest Period during the Accumulation Period, the amount, if any, by
which the Principal Funding Investment Proceeds are less than the Covered
Amount.
"Principal Shortfalls" shall mean, with respect to any Distribution
--------------------
Date (a) during the Accumulation Period, the amount, if any, by which the
Controlled Deposit Amount exceeds the sum of the Class A Monthly Principal,
Class B Monthly Principal and CIA Monthly Principal for such Distribution Date
or (b) during the Rapid Amortization Period, (i) the amount, if any, by which
the Class A Invested Amount exceeds the Class A Monthly Principal for such
Distribution Date, (ii) on and after the Class B Principal Commencement Date,
the amount, if any, by which the Class B Invested Amount exceeds the Class B
Monthly Principal for such Distribution Date and (iii) on and after the CIA
Principal Commencement Date, the amount if any, by which the CIA Invested Amount
exceeds the CIA Monthly Principal for such Distribution Date.
"QIB" shall mean a "qualified institutional buyer" within the
---
meaning of Rule 144A under the Securities Act.
"Rapid Amortization Period" shall mean the period commencing on the
-------------------------
Pay Out Commencement Date and ending on the earlier to occur of (i) the date of
termination of the Trust pursuant to Section 12.01 of the Agreement or (ii) the
Series 1996-6 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 Trans- feror, the Servicer and the Trustee that any
action will not result in any Rating Agency reducing or withdrawing its then
existing rating of the investor certificates of any outstanding Series or class
with respect to which it is a Rating Agency.
"Reallocated Class B Principal Collections" shall have the meaning
-----------------------------------------
specified in subsection 4.14(b) of the Agreement.
23
<PAGE>
"Reallocated CIA Principal Collections" shall have the meaning
-------------------------------------
specified in subsection 4.14(a) of the Agreement.
"Reallocated Principal Collections" shall mean the sum of
---------------------------------
Reallocated Class B Principal Collections and Reallocated CIA Principal
Collections.
"Reference Banks" shall mean four major banks in the London
---------------
interbank market selected by the Servicer.
"Required Accumulation Factor Number" shall be equal to a fraction,
-----------------------------------
rounded upwards to the nearest whole number, the numerator of which is one and
the denominator of which is equal to the lowest monthly principal payment rate
on the Accounts, expressed as a decimal, for the 12 months preceding the date of
such calculation.
"Required CIA Invested Amount" shall mean with respect to any
----------------------------
Distribution Date (i) $98,750,000 initially and (ii) thereafter an amount equal
to the greater of (a) $31,182,000 and (b) 9.5% of the Invested Amount, in each
case as of such Distribution Date after taking into account distributions made
on such date; provided that (i) if any reductions in the CIA Invested Amount
--------
pursuant to clauses (c), (d), or (e) of the definition of such amount, or a Pay
Out Event has occurred, the Required CIA Invested Amount for any Distribution
Date shall equal the amount of such requirement immediately preceding such
reduction or Pay Out Event, (ii) in no event shall the Required CIA Invested
Amount exceed the sum of the Class A Outstanding Principal Balance and the Class
B Outstanding Principal Balance as of the last day of the Monthly Period
preceding such Distribution Date and (iii) the Required CIA Invested Amount may
be reduced at any time to a lesser amount if the Rating Agency Condition is
satisfied.
"Required Reserve Account Amount" shall mean, with respect to any
-------------------------------
Transfer Date on or after the Reserve Account Funding Date, an amount equal to
(a) 0.50% of the Invested Amount or (b) any other amount designated by the
Transferor; provided, however, that if such designation is of a lesser amount,
-------- -------
the Transferor shall (i) provide the Servicer, the CIA Certificateholders and
the Trustee with evidence that the Rating Agency Condition shall have been
satisfied and (ii) deliver to the Trustee a certificate of an authorized officer
to the effect that, based on the facts known to such officer at such time, in
the
24
<PAGE>
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 1996-6.
"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) the Excess Spread Percentage (as defined in
the Spread Account Agreement) for the Monthly Period preceding such
Determination Date is equal to or exceeds 2.50% per annum and (b) the amount on
deposit in the Spread Account (as defined in the Spread Account Agreement)
equals or exceeds the Required Spread Account Amount (as defined in the Spread
Account Agreement) for such Determination Date.
25
<PAGE>
"Revolving Period" shall mean the period from and including the
----------------
Closing Date to, but not including, the earlier of (a) the day the Accumulation
Period commences and (b) the Pay Out Commencement Date.
"Scheduled Series 1996-6 Termination Date" shall mean the July 2006
----------------------------------------
Distribution Date.
"Series 1996-6" shall mean the Series of the First USA Credit Card
-------------
Master Trust represented by the Investor Certificates.
"Series 1996-6 Certificateholder" shall mean the holder of record of
-------------------------------
any Series 1996-6 Certificate.
"Series 1996-6 Certificateholders' Interest" shall have the meaning
------------------------------------------
specified in Section 4.04 of the Agreement.
"Series 1996-6 Pay Out Event" shall have the meaning specified in
---------------------------
Section 8 of this Series Supplement.
"Series 1996-6 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 1996-6 Termination Date.
"Series Servicing Fee Percentage" shall mean 1.50% for so long as
-------------------------------
First USA Bank is the Servicer or 2.00% if First USA Bank is no longer the
Servicer.
"Spread Account Agreement" shall mean the agreement among the
------------------------
Transferor, the Servicer and the Trustee, dated November 13, 1996, as amended,
supplemented or modified from time to time.
"Subordinate Principal Collections" shall have the meaning set forth
---------------------------------
in subsection 4.05(b)(ii) of the Agreement.
"Targeted Holder" shall mean each holder of a right to receive
---------------
interest or principal with respect to the CIA Certificates (or other interests
in the Trust), other than certificates (or other such interests) with respect to
which an opinion is rendered that such certificates (or other such interests)
will be treated as debt for federal income tax purposes, and any holder of a
right to receive any amount in respect of the Transferor Interest; provided,
--------
that any Person holding more than one
26
<PAGE>
interest each of which would cause such Person to be a Targeted Holder shall be
treated as a single Targeted Holder.
"Transfer" shall have the meaning specified in subsection 11(a) of
--------
this Series Supplement.
"Unpaid Investor Monthly Servicing Fee" shall mean with respect to
-------------------------------------
any Transfer Date, the amount of the Investor Monthly Servicing Fee with respect
to such Transfer Date not distributed to the Servicer pursuant to subsection
4.09(a)(ii), subsection 4.09(b)(ii), subsection 4.09(c)(i), or subsection
4.13(a) of the Agreement and any overdue Investor Monthly Servicing Fee from
prior Transfer Dates.
SECTION 3. Reassignment and Transfer Terms. The Series 1996-6
-------------------------------
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
1996-6 Certificates through the Record Date preceding the Distribution Date on
which the repurchase occurs.
SECTION 4. Delivery and Payment for the Series 1996-6 Certificates.
-------------------------------------------------------
The Transferor shall execute and deliver the Series 1996-6 Certificates to the
Trustee for authentication in accordance with Section 6.01 of the Agreement. The
Trustee shall deliver the Series 1996-6 Certificates when authenticated in
accordance with Section 6.02 of the Agreement.
SECTION 5. Depositary; Form of Delivery of Series 1996-6
---------------------------------------------
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 1996-6 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
27
<PAGE>
Class A Certificates and the Class B Certificates will initially be held by the
Trustee as custodian for The Depository Trust Company.
SECTION 6. Article IV of Agreement. (A) Sections 4.01, 4.02
-----------------------
and 4.03 of the Agreement shall be read in their entirety as provided in the
Agreement except for subsections 4.02(b) and (c) of the Agreement which shall,
for purposes of this Series Supplement, read in their entirety as follows:
"(b) The Finance Charge and Principal Accounts. The Trustee, for
-----------------------------------------
the benefit of the Series 1996-6 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 1996-6 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
1996-6 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 1996-6
Certificateholders.
(c) The Distribution Account. The Trustee, for the benefit of the
------------------------
Series 1996-6 Certificateholders, shall cause to be established and
maintained in the name of the Trust, with an office or branch of a
Qualified Institution
28
<PAGE>
(other than the Transferor), which shall initially be the Paying
Agent, a non-interest bearing segregated account (the "Distribu-
--------
tion Account") bearing a designation clearly indicating that the
------------
funds deposited therein are held in trust for the benefit of the
Series 1996-6 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 1996-6 Certificate-
holders."
(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 1996-6 Certificates:
ARTICLE I
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 1996-6 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.
29
<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 1996-6
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 1996-6 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 1996-6 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
30
<PAGE>
to allocate to the Series 1996-6 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 1996-6 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
31
<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 1996-6 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 1996-6 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
32
<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 1996-6 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 1996-6 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 1996-6 Certificateholders, the amount determined in
accordance with this subparagraph (ii) shall be paid to the Holder of
the Exchangeable Transferor Certificate only if the Transferor Interest
on such Date of Processing is greater than zero (after giving effect to
all Principal Receivables transferred to the Trust on such day) and
otherwise shall be deposited in the Collection Account and applied in
accordance with subsection 4.03(f) of the Agreement.
(e) Daily Deposits. Notwithstanding the foregoing, the
--------------
Servicer need not make daily deposits of Collections into the Collection Account
at any time when the requirements of the third paragraph of subsection 4.03(a)
of the Agreement are satisfied.
33
<PAGE>
(f) Monthly Allocations During the Revolving Period and
---------------------------------------------------
Accumulation Period. To the extent not previously allocated pursuant to
- -------------------
subsection 4.05(b), during the Revolving Period, the Servicer shall, on each
Transfer Date, allocate to the Series 1996-6 Certificate- holders 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 Spread Account
Agreement (other than payments to First USA Bank or the Transferor), minus (ii)
the amounts deposited and retained in the Finance Charge Account daily during
such Monthly Period pursuant to subsection 4.05(b)(i) of the Agreement. Any such
amounts, to the extent they would be paid to First USA Bank, as Transferor or
Servicer, need not be so deposited but shall be deemed to have been so deposited
and, as and when specified in the subsections identified above, be deemed to
have been paid to First USA Bank pursuant to such subsections. During the
Revolving Period and the Accumulation Period, the Transferor shall, on each
Transfer Date deposit in the Principal Account an amount equal to the sum of (I)
the excess of the amount of Reallocated Principal Collections over the amount
deposited and retained in the Principal Account pursuant to subsection
4.05(b)(ii) or 4.05(c)(ii) of the Agreement with respect to the Revolving Period
or Accumulation Period, respectively, and (II) an amount equal to the amount of
Excess Principal Collections to be applied for the benefit of other Series from
amounts that were originally allocated to Series 1996-6, 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-
34
<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 1996-6. 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
------------------------------------------------
1996-6 Certificates. (a) The amount of monthly interest (for the Series 1996-6
- -------------------
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 November 13, 1996 to and including December 9,
1996 and (b) a fraction the numerator of which is 27 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
- --------
35
<PAGE>
be payable as provided herein with respect to the Class A Certificates on each
Distribution Date following such Distribution Date to and including the
Distribution Date on which such Class A Interest Shortfall is paid to Class A
Certificateholders equal to the product of (i) the product of (x) the Class A
Certificate Rate plus 2.00% per annum and (y) a fraction the numerator of which
is the actual number of days in the related Interest Period and the denominator
of which is 360 and (ii) such Class A Interest Shortfall. Notwithstanding
anything to the contrary herein, Class A Default Interest shall be payable or
distributed to Class A Certificateholders only to the extent permitted by
applicable law.
(b) The amount of monthly interest (for the Series 1996-6
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 November 13, 1996 to and including December 9, 1996
and (b) a fraction the numerator of which is 27 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%
36
<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 1996-6
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 November 13,
1996 to and including December 9, 1996 and (b) a fraction the numerator of which
is 27 and the denominator of which is 360 and (ii) the CIA Initial Invested
Amount.
On the Determination Date preceding each Distribution Date, the Servicer
shall determine an amount (the "CIA Interest Shortfall") equal to the excess, if
----------------------
any, of (x) the aggregate CIA Monthly Interest for the Interest Period
applicable to the preceding Distribution Date over (y) the amount which was paid
----
to the CIA Certificateholders in respect of interest on such preceding
Distribution Date pursuant to the terms hereof and of the Spread Account
Agreement. If there is a CIA Interest Shortfall with respect to any Distribution
Date, an additional amount ("CIA Default Interest") shall be payable as provided
--------------------
herein with respect to the CIA Certificates on each Distribution Date following
such Distribution Date to and including the Distribution Date on which such CIA
Interest Shortfall is paid to the CIA Certificateholders equal to the product
of (i) the product of (a) the CIA Certificate Rate plus 2.00% per annum and (b)
a fraction the numerator of which is the actual number of days in the related
Interest Period and the denominator of which is 360 and (ii) such CIA Interest
Shortfall. Notwithstanding anything to the contrary herein, CIA Default Interest
shall be payable or distributed to the
37
<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
38
<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.
39
<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
----
40
<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;
41
<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-
42
<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
----
43
<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 1996-6; 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
44
<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.
(i) The Accumulation Period is scheduled to commence at the
close of business on October 31, 2002; provided, however, that, if the
-------- -------
Accumulation Period Length (determined as described below) is less than 12
months, the date on which the Accumulation Period actually commences may, at the
option of the Servicer, upon written notice to the Trustee, be delayed to the
first Business Day of the month that is the number of months prior to the Class
A Scheduled Payment Date at least equal to the Accumulation Period Length and,
as a result,
45
<PAGE>
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 from the
Distribution Account the amount deposited into the Distribution Account pursuant
to subsection 4.13(f) of the Agreement on such Distribution Date.
Section 4.11 [Reserved]
Section 4.12 Investor Charge-Offs.
--------------------
(a) On each Distribution Date, the Servicer shall calculate the
Class A Investor Default Amount. If on any Distribution Date, the Class A
Investor Default Amount for such Distribution Date exceeds the sum of the amount
allocated with respect thereto pursuant to subsection 4.09(a)(iii), subsection
4.13(a) and Section 4.14 of the Agreement with respect to the Monthly Period
immediately preceding such Distribution Date, the CIA Invested Amount will be
reduced by the amount of such excess, but not more than the lesser of the Class
A Investor Default Amount and the CIA Invested Amount for such Distribution
Date. In the event that, but for the limitation on the amount of such reduction
in the preceding sentence, such reduction would cause the CIA Invested Amount to
be a negative number, the CIA Invested Amount will be reduced to zero, and the
Class B Invested Amount will be reduced by the amount by which the CIA Invested
46
<PAGE>
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, but for the limitation on the amount of
such reduction in the preceding sentence, such reduction would cause the CIA
Invested Amount to be a negative number, the CIA Invested Amount shall be
reduced to zero and the Class B Invested Amount shall be reduced by the amount
by which the CIA Invested Amount would have been reduced below zero, but not
more than the Class B Investor Default Amount for such Distribution Date (a
"Class B Investor Charge-Off"). The Class B Invested Amount will also be reduced
---------------------------
by the amount of Reallocated Class B Principal Collections in excess of the CIA
Invested Amount pursuant to Section 4.14 of the Agreement and the amount of any
portion of the Class B Invested Amount allocated to the Class A Certificates to
avoid a reduction in the Class A Invested Amount pursuant to subsection 4.12(a)
of the Agreement. The Class B Invested Amount will thereafter be reimbursed (but
not in the excess of the unpaid principal balance of the Class B Certificates)
on any Distribution Date by the amount of Excess Finance Charge Collections
allocated and available
47
<PAGE>
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 1996-6
-------------------------------------------------------
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
48
<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
49
<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 Certifi-
cateholders;
(g) an amount equal to the Unpaid Investor Monthly Servicing
Fee will be paid to the Servicer;
(h) an amount equal to the aggregate CIA Investor Default
Amount, if any, for the related Distribution Date will be distributed to the
holder of the Exchangeable Transferor Certificate on Transfer Dates with respect
to the Revolving Period (but not exceeding the Transferor Interest in Principal
Receivables (determined as of such Transfer Date after giving effect to any
Principal Receivables transferred to the Trust on such date)), and on Transfer
Dates with respect to the Amortization Period will be deposited in the Principal
Account and treated as a portion of Available Investor Principal Collections for
the related Distribution Date;
(i) an amount equal to the aggregate amount by which the CIA
Invested Amount has been reduced below the CIA Initial Invested Amount for
reasons other than the payment of principal to the CIA Certificateholders (but
not in excess of the aggregate amount of such reductions which have not been
previously reimbursed) will be distributed to the holder of the Exchangeable
Transferor Certificate on Transfer Dates with respect to the Revolving Period,
but not in an amount exceeding the Transferor Interest in Principal Receivables
on such day (after giving effect to any new Receivables transferred to the Trust
on such day) and on Transfer Dates with respect to the Amortization Period will
be deposited in the Principal Account and treated as a portion of Available
Investor Principal Collections for the related Distribution Date;
(j) on each Transfer Date from and after the Reserve Account
Funding Date, but prior to the date on which the Reserve Account terminates as
described in subsection 4.17(f) of the Agreement, an amount up to the
50
<PAGE>
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 1996-6
-------------------------------------------------------
Certificates.
- ------------
(a) On each Distribution Date, the Servicer will apply or cause
the Trustee to apply an amount, not to exceed the CIA Invested Amount, equal to
the product of (a)(i) during the Revolving Period, the CIA Floating Allocation
Percentage or (ii) during an Amortization Period, the CIA Fixed/Floating
Allocation Percentage and (b) the amount of Collections of Principal Receivables
with respect to the related Monthly Period in the following priority (such
collections applied in accordance with clause (i) below are called "Reallocated
-----------
CIA Principal Collections"):
- -------------------------
(i) an amount equal to the sum of (x) the excess, if any, of
the Class A Required Amount with respect to such related Monthly Period
over the amount of Excess Finance Charge Collections with respect to such
related Monthly Period and (y) the Class B Required Amount with respect to
the related Monthly Period which amount shall be applied in priority first
pursuant to subsections 4.09(a)(i) through (iii) of the Agreement and then
pursuant to subsections 4.09(b)(i) and (ii) and 4.13(d) of the Agreement;
and
(ii) any such collections not applied in the foregoing manner
(and therefore not constituting Reallocated CIA Principal Collections)
will, on Distribution Dates with respect to the Revolving Period, be
applied as Available Investor Principal Collections.
(b) On each Distribution Date, the Servicer will apply or cause
the Trustee to apply an amount, not to exceed the Class B Invested Amount, equal
to the product of (a)(i) during the Revolving Period, the Class B Floating
Allocation Percentage or (ii) during an Amortization Period, the Class B
Fixed/Floating Alloca-
51
<PAGE>
tion 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
determine LIBOR on the basis of the rate for deposits in United States dollars
for a period equal to the relevant Interest Period which appears on Telerate
Page 3750 as of 11:00 a.m., London time, on such date. If such rate does not
appear on Telerate Page 3750, the rate for that LIBOR Determination Date shall
be
52
<PAGE>
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 1996-6
Certificateholder by telephoning the Paying Agent at its corporate trust office
at (212) 815-5737.
(c) On each LIBOR Determination Date, the Trustee shall send to
the Servicer by facsimile notification of LIBOR for the following Interest
Period. The Trustee shall cause the Class A Certificate Rate and the Class B
Certificate Rate applicable to an Interest Period to be provided to the
Luxembourg Stock Exchange as soon as possible after its determination but in no
event later than the first day of such Interest Period. In addition the Trustee
shall cause the Class A Monthly Interest and Class B Monthly Interest applicable
to an Interest Period to be provided to the Luxembourg Stock Exchange within one
Business Day of the date on which the Trustee receives notification of the Class
A Monthly Interest and the Class B Monthly Interest from the Servicer.
Section 4.16 Principal Funding Account.
-------------------------
(a) The Servicer shall establish and maintain with a Qualified
Institution, which may be the Trustee, in the name of the Trustee, on behalf of
the Trust, for the benefit of the Investor Certificateholders, a segregated
trust account with the corporate trust department of such Qualified Institution
(the "Principal
---------
53
<PAGE>
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.
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
Invest-
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ment 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 Available Reserve
Account Amount at such time, for the purposes set forth in this Supplement, and
(ii) on each Transfer Date (from and after the Reserve Account Funding Date)
prior to termination of the Reserve Account make a deposit into the Reserve
Account in the amount specified in, and otherwise in accordance with, subsection
4.13(j) of the Agreement.
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(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
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
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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 1996-6 Certificateholders, (iii)
if the Accumulation Period has not commenced, the occurrence of a Pay Out Event
with respect to Series 1996-6 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 1996-6 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 1. 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-
6 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 distribute (in
accordance with the certificate delivered by the Servicer to the Trustee
pursuant to subsection 3.04(b) of the Agreement) to each Class A Cer-
tificateholder 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 Certificate- holders holding Class A Certificates
evidencing Undivided Interests aggregating not less than 80% of the Invested
Amount, by wire transfer, at the expense of such Class A Certificateholder, to
an account or accounts designated by such Class A Certificateholder by written
notice given to the Paying Agent not less than five days prior to the related
Distribution Date; provided, however, that the final payment in retirement of
-------- -------
the Class A Certificates will be made only upon presentation and surrender of
the Class A Certificates at the office or offices specified in the notice of
such final distribution delivered by the Trustee pursuant to Section 12.03 of
the Agreement.
(b) On each Distribution Date, the Paying Agent shall distribute (in
accordance with the certificate delivered by the Servicer to the Trustee
pursuant to subsection 3.04(b) of the Agreement) to each Class B
Certificateholder of record on the preceding Record Date (other than as provided
in subsection 2.04(e) or in Section 12.03 of the Agreement respecting a final
distribution) such Certificateholder's pro rata share (based on the aggregate
--- ----
Undivided Interests represented by Class B Certificates held by such
Certificateholder) of amounts on deposit in the Distribution Account as are
payable to the Class B Certificateholders pursuant to
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subsection 4.09(h) and Section 4.10 of the Agreement by check mailed to each
Class B Certificateholder at such Certificateholder's address as it appears on
the Certificate Register or, in the case of Class B Certificatehold- ers 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 distribute (in
accordance with the certificate delivered by the Servicer to the Trustee
pursuant to subsection 3.04(b) of the Agreement) to each CIA Certificateholder
of record on the preceding Record Date (other than as provided in subsection
2.04(e) or in Section 12.03 of the Agreement respecting a final distribution)
such Certificateholder's pro rata share (based on the aggregate Undivided
Interests represented by CIA Certificates held by such Certificateholder) of
amounts on deposit in the Distribution Account as are payable to the CIA
Certificateholders pursuant to subsection 4.09(h), Section 4.10, subsection
4.13(f) and subsection 4.13(k) of the Agreement by wire transfer, at the expense
of such CIA Certificateholder, to an account or accounts designated by such CIA
Certificateholder by written notice given to the Paying Agent not less than five
days prior to the related Distribution Date; provided, however, that the final
-------- -------
payment in retirement of the CIA Certificates will be made only upon
presentation and surrender of the CIA Certificates at the office or offices
specified in the notice of such final distribution delivered by the Trustee
pursuant to Section 12.03 of the Agreement.
Section 5.02 Monthly Certificateholders' Statement.
-------------------------------------
(a) On each Distribution Date, the Paying Agent shall forward to each
Certificateholder and each Rating Agency a statement substantially in the form
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of Exhibit F prepared by the Servicer and delivered to the Trustee and the
Paying Agent on the preceding Determination Date setting forth the following
information (which, in the case of (i), (ii) and (iii) below, shall be stated on
the basis of an original principal amount of $1,000 per Certificate):
(i) the total amount distributed;
(ii) the amount of such distribution allocable to
Certificate Interest;
(iii) the amount of such distribution allocable to
Certificate Principal;
(iv) the amount of Collections of Principal
Receivables processed during the related Monthly Period and allocated
in respect of the Class 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;
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(ix) the aggregate amount of Class A Investor Charge
Offs, and the amount by which the Class B Invested Amount and the CIA
Invested Amount have been reduced with respect to the related Monthly
Period;
(x) the aggregate amount of Class A Investor Charge
Offs reimbursed and the amount by which reductions of the Class B
Invested Amount and the CIA Invested Amount have been reimbursed on the
Transfer Date immediately preceding such Distribution Date;
(xi) the amount of the Class A Monthly Servicing Fee,
the Class B Monthly Servicing Fee and the CIA Monthly Servicing Fee for
the related Monthly Period;
(xii) the amount of Reallocated CIA Principal
Collections and Reallocated Class B Principal Collections with respect
to such Distribution Date;
(xiii) the CIA Invested Amount and the Required CIA
Invested Amount as of the close of business on such Distribution Date;
(xiv) the Class A Pool Factor and the Class B Pool
Factor as of the end of the last day of the related Monthly Period;
(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 1996-6 Certificate- holder, a statement prepared by the Servicer
containing the information required to be contained in the regular monthly
report to Series 1996-6 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 1996-6 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 1996-6 Cer- tificateholders 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 1. Series 1996-6 Pay Out Events. If any one of the following events
----------------------------
shall occur with respect to the Series 1996-6 Certificates:
(a) failure on the part of the Transferor (i) to make any payment or
deposit required by the terms of (A) the Agreement or (B) this Series
Supplement, on or before the date occurring five days after the date such
payment or deposit is required to be made herein or (ii) duly to observe or
perform in any material respect any covenants or agreements of the Transferor
set forth in the Agreement or this Series Supplement, which failure has a
material adverse effect on the Series 1996-6 Certificateholders and which
continues unremedied for a
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period of 60 days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Transferor by
the Trustee, or to the Transferor and the Trustee by the Holders of Series 1996-
6 Certificates evidencing Undivided Interests aggre- gating not less than 50% of
the Invested Amount of this Series 1996-6, and continues to affect materially
and adversely the interests of the Series 1996-6 Certificate-holders 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 Transfer- or 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 1996-6 Certificates evidencing Undivided
Interests aggregating more than 50% of the Invested Amount of this Series 1996-
6, and (ii) as a result of which the interests of the Series 1996-6
Certificateholders are materially and adversely affected and continue to be
materially and adversely affected for such period; provided, however, that a
-------- -------
Series 1996-6 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 1996-6 Certificateholders.
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then, in the case of any event described in subparagraph (a), (b) or (e), after
the applicable grace period set forth in such subparagraphs, either the Trustee
or the Holders of Series 1996-6 Certificates evidencing Undivided Interests
aggregating more than 50% of the Invested Amount of this Series 1996-6 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
------
1996-6 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 1996-6 Pay Out
Event shall occur without any notice or other action on the part of the Trustee
or the Series 1996-6 Certificateholders immediately upon the occurrence of such
event.
SECTION 2. Series 1996-6 Termination. The right of the Series 1996-6
-------------------------
Certificateholders to receive payments from the Trust will terminate on the
first Business Day following the Series 1996-6 Termination Date.
SECTION 3. 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 Trans- feror 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 4. Transfers of CIA Certificates; Legends. (a) No CIA Certificate
--------------------------------------
or any interest therein may be sold (including in the initial offering),
conveyed, assigned, hypothecated, pledged, participated, or otherwise
transferred (each, a "Transfer") except in accordance with this Section 11. Any
--------
Transfer of a CIA Certificate otherwise permitted by this Section 11 will be
permitted only if it consists of a pro rata percentage interest in all payments
made with respect to such Holder's CIA Certificates and no Transfers of partial
interests in a CIA Certificate shall be permitted. No CIA Certificate or any
interest therein may be Transferred to any Person (each, an "Assignee"), unless
--------
the
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Assignee shall have executed and delivered the certification referred to in
subsection 11(e) below and each of the Transferor and the Servicer shall have
granted its prior consent thereto. Such consent shall be granted (assuming that
all other conditions specified in this Section 11 to such Transfer are
satisfied) unless the Transferor determines in its sole and absolute discretion
that such Transfer would create a risk that the Trust would be classified for
federal or any applicable state tax purposes as an association or publicly
traded partnership taxable as a corporation; provided, further, that any
-------- -------
attempted Transfer that would cause the number of Targeted Holders to exceed
ninety-nine shall be void; and provided, further, that there shall not at any
-------- -------
time be more than 10 CIA Certificateholders or such other number as may be
consented to by the Transferor which consent may be withheld in its sole and
absolute discretion.
(b) Each initial purchaser of a CIA Certificate or any interest
therein and any Assignee thereof shall certify to the Transferor, the Servicer,
and the Trustee that it is either (A)(i) a citizen or resident of the U.S., (ii)
a corporation, partnership or other entity organized in or under the laws of the
U.S. or any political subdivision thereof which, if such entity is a tax-exempt
entity, recognizes that payments with respect to the CIA Certificates may
constitute unrelated business taxable income or (iii) a person not described in
(i) or (ii) whose ownership of the CIA Certificates is effectively connected
with the conduct of a trade or business within the United States (within the
meaning of the Code) and whose ownership of any interest in a CIA Certificate
will not result in any withholding obligation with respect to any payments with
respect to the CIA Certificates by any person 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 CIA Certificate or any interest
therein and any Assignee thereof shall further certify to the Transferor, the
Servicer and the Trustee that it has neither acquired nor will it sell, trade or
transfer any interest in a CIA
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Certificate or cause an interest in a CIA Certificate to be marketed on or
through an "established securities market" within the meaning of Section
7704(b)(1) of the Code and any treasury regulation thereunder, including,
without limitation, an over-the-counter-market or an interdealer quotation
system that regularly disseminates firm buy or sell quotations. In addition,
each initial purchaser of a CIA Certificate or any interest therein and any
Assignee shall certify, prior to any delivery or Transfer to it of a CIA
Certificate that it is not and will not become a partnership, Subchapter S
corporation or grantor trust for U.S. federal income tax purposes. If an initial
purchaser of an interest in a CIA Certificate or an Assignee cannot make the
certification described in the preceding sentence, the Transferor may, in its
sole discretion, prohibit a Transfer to such entity; provided, however, that if
the Transferor agrees to permit such a Transfer, the Transferor, the Servicer or
the Trustee may require additional certifications in order to prevent the Trust
from being treated as a publicly traded partnership. Each initial purchaser of
an interest in a CIA Certificate and Assignee acknowledges that the Opinion of
Counsel to the effect that the Trust will not be treated as a publicly traded
partnership taxable as a corporation is dependent in part on the accuracy of the
certifications described in this subsection 11(c).
(d) Each CIA Certificate will bear a legend or legends substantially
in the following form:
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF FIRST
USA BANK AND THE TRUSTEE THAT SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN
(AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF
ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE"), (III) A GOVERNMENTAL PLAN, AS DEFINED IN
SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO
A MATERIAL EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF A PLAN'S INVESTMENT IN THE ENTITY OR (V) A PERSON INVESTING "PLAN
ASSETS" OF ANY SUCH PLAN (INCLUDING FOR PURPOSES OF CLAUSE (IV) OR (V), ANY
INSURANCE COMPANY GENERAL ACCOUNT, BUT EXCLUDING ANY ENTITY REGISTERED UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED) (EACH SUCH
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PERSON DESCRIBED IN CLAUSES (I) THROUGH (V), A "PLAN PURCHASER"); PROVIDED,
HOWEVER, THAT A PURCHASER SHALL NOT BE REQUIRED TO MAKE THE REPRESENTATIONS AND
WARRANTIES SET FORTH IN ANY OF CLAUSES (I) THROUGH (V) ABOVE IF THE TRUSTEE
SHALL HAVE RECEIVED THE PRIOR WRITTEN CONSENT OF THE TRANSFEROR TO THE TRANSFER
TO SUCH ENTITY; AND PROVIDED, FURTHER, THAT NO SUCH CONSENT SHALL BE GRANTED IF
THE TRANSFEROR DETERMINES IN ITS SOLE AND ABSOLUTE DISCRETION THAT SUCH TRANSFER
WOULD CAUSE THE AGGREGATE PERCENTAGE OF THE CIA INVESTED AMOUNT TRANSFERRED TO
PLAN PURCHASERS TO EQUAL OR EXCEED 25% OF THE CIA INVESTED AMOUNT AND ANY
ATTEMPTED TRANSFER THAT WOULD CAUSE THE PERCENTAGE OF THE CIA INVESTED AMOUNT
TRANSFERRED TO PLAN PURCHASERS TO EQUAL OR EXCEED 25% OF THE CIA INVESTED AMOUNT
WILL BE VOID.
THIS CERTIFICATE MAY NOT BE ACQUIRED, SOLD, TRADED OR TRANSFERRED,
NOR MAY AN INTEREST IN THIS CERTIFICATE BE MARKETED, ON OR THROUGH AN
"ESTABLISHED SECURITIES MARKET" WITHIN THE MEANING OF SECTION 7704(b)(1) OF THE
CODE AND ANY PROPOSED, TEMPORARY OR FINAL TREASURY REGULATION THEREUNDER,
INCLUDING, WITHOUT LIMITATION, AN OVER-THE-COUNTER-MARKET OR AN INTERDEALER
QUOTATION SYSTEM THAT REGULARLY DISSEMINATES FIRM BUY OR SELL QUOTATIONS.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) TO
THE TRANSFEROR, (2) TO A LIMITED NUMBER OF INSTITUTIONAL "ACCREDITED INVESTORS"
(AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) AND IN
A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
(UPON DELIVERY OF THE DOCUMENTATION REQUIRED BY THE POOLING AND SERVICING
AGREEMENT AND, IF THE TRUSTEE SO REQUIRES, AN OPINION OF COUNSEL SATISFACTORY TO
THE TRUSTEE) OR (3) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A ("QIB") PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A. EACH CERTIFICATE OWNER BY ACCEPTING A BENEFICIAL INTEREST IN THIS
CERTIFI-
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CATE 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 1996-6
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 1996-6 SUPPLEMENT.
(e) Upon surrender for registration of transfer of a CIA Certificate
at the office of the Transfer Agent and Registrar, accompanied by a
certification by the CIA Certificateholder substantially in the form attached as
Exhibit G, executed by the registered owner, in person or by such CIA
Certificateholder's attorney thereunto duly authorized in writing, and receipt
by the Trustee of the written consent of each of the Transferor and the Servicer
to such transfer, such CIA Certificate shall be transferred upon the Certificate
Register, and the Transferor shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferees one or more new
registered CIA Certificates of any authorized denominations and of a like
aggregate principal amount and tenor. Such transfers of CIA Certificates shall
be subject to the restrictions set forth in this Section 11, to such other
restrictions as shall be set forth in the text of the CIA Certificates and to
such reasonable regulations as may be prescribed by the Transferor. Successive
registrations and registrations of transfers as aforesaid may be made from time
to time as desired, and each such registration shall be noted on the Certificate
Register.
(f) No CIA Certificate or any interest therein may be Transferred
(including in the initial offering) to (i) an employee benefit plan (as defined
in Section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA")) that is subject to the provisions of Title I of ERISA, (ii) a
-----
plan described in Section 4975(e)(1) of the Code, (iii) a governmental plan, as
defined in Section 3(32) of ERISA, subject to any federal, state or local law
which is, to a material extent, similar to the provisions of Section 406 of
ERISA
68
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or Section 4975 of the Code, (iv) an entity whose underlying assets include plan
assets by reason of a plan's investment in the entity or (v) a person investing
"plan assets" of any such plan (including for purposes of clause (iv) or (v),
any insurance company general account, but excluding any entity registered under
the Investment Company Act of 1940, as amended) (each such Person described in
clauses (i) through (v), a "Plan Purchaser"), unless the Assignee shall have
--------------
executed and delivered the certification referred to in subsection 11(e) above
and each of the Transferor and the Servicer shall have granted its prior written
consent thereto. No such consent shall be granted if the Transferor determines
in its sole and absolute discretion that such Transfer would cause the aggregate
percentage of the CIA Invested Amount Transferred to Plan Purchasers to equal or
exceed 25% of the CIA Invested Amount; provided, further, that any attempted
-------- -------
Transfer that would cause the percentage of the CIA Invested Amount Transferred
to Plan Purchasers to equal or exceed 25% of the CIA Invested Amount shall be
void.
SECTION 5. Compliance with Withholding Requirements. Notwithstanding any
----------------------------------------
other provision of the Agreement, the Trustee and any Paying Agent shall comply
with all Federal withholding requirements with respect to payments to the CIA
Certificateholders of interest, original issue discount, or other amounts that
the Trustee, any Paying Agent, the Servicer or the Transferor reasonably
believes are applicable under the Code. The consent of the CIA
Certificateholders shall not be required for any such withholding. In the event
the Trustee or the Paying Agent withholds any amount from payments made to any
CIA Certificateholder pursuant to federal withholding requirements, the Trustee
or the Paying Agent shall indicate to such CIA Certificateholder the amount
withheld and all such amounts shall be deemed to have been paid to such CIA
Certificateholders and the CIA Certificateholders shall have no claim therefor.
SECTION 6. Tax Characterization of the CIA Certificates. It is the
--------------------------------------------
intention of the parties hereto that the CIA Certificates be treated for tax
purposes as indebtedness. In the event that the CIA Certificates are not so
treated, it is the intention of the parties that the CIA Certificates be treated
as an interest in a partnership that owns the Receivables. In the event that the
CIA Certificates are treated as an interest in a partnership, it is the
intention of the parties that
69
<PAGE>
interest payable on the CIA Certificates be treated as guaranteed payment and,
if for any reason it is not so treated, that the holders of the CIA Certificates
be specially allocated gross interest income equal to the interest accrued
during each Interest Period on the CIA Certificates.
SECTION 7. ERISA Legend. Each Class B Certificate will bear a legend or
------------
legends substantially in the following form:
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF FIRST
USA BANK AND THE TRUSTEE THAT SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN
(AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF
ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE"), (III) A GOVERNMENTAL PLAN, AS DEFINED IN
SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO
A MATERIAL EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF A PLAN'S INVESTMENT IN THE ENTITY OR (V) A PERSON INVESTING "PLAN
ASSETS" OF ANY SUCH PLAN (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 8. Amendment and Ratification of Agreement. As supplemented by this
---------------------------------------
Series Supplement, the Agreement is in all respects ratified and confirmed and
the Agreement as so supplemented by this Series Supplement shall be read, taken,
and construed as one and the same instrument. Subsection 12.01(c) of the
Agreement is hereby amended by substituting in the second sentence thereof in
place of the words "and pay the proceeds to all Certificateholders of such
Series . . ." the following: "and pay the proceeds to the Investor
Certificateholders of such Series . . ."
SECTION 9. Counterparts. This Series Supplement may be executed in any
------------
number of counterparts, each of which so executed shall be deemed to be an
original,
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but all of such counterparts shall together constitute but one and the same
instrument.
SECTION 10. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED IN
-------------
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 11. Additional Representations and Warranties of the Servicer.
---------------------------------------------------------
First USA Bank, as initial Servicer, hereby makes, and any Successor Servicer by
its appointment under the Agreement shall make the following representations and
warranties:
(a) All Consents. All authorizations, consents, orders or approvals of
------------
or registrations or declarations with any Governmental Authority required to be
obtained, effected or given by the Servicer in connection with the execution and
delivery of this Supplement by the Servicer and the performance of the
transactions contemplated by this Supplement by the Servicer, have been duly
obtained, effected or given and are in full force and effect.
(b) Rescission or Cancellation. The Servicer shall not permit any
--------------------------
rescission or cancellation of any Receivable except as ordered by a court of
competent jurisdiction or other Governmental Authority or in accordance with the
normal operating procedures of the Servicer.
(c) Receivables Not To Be Evidenced by Promissory Notes. Except in
---------------------------------------------------
connection with its enforcement or collection of an Account, the Servicer will
take no action to cause any Receivable to be evidenced by an instrument or
chattel paper (as defined in the UCC as in effect in the State of Delaware).
71
<PAGE>
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series 1996-6 Supplement to be duly executed by their respective
officers as of the day and year first above written.
FIRST USA BANK,
Transferor and Servicer
By: /s/ W. Todd Peterson
---------------------------------
Name: W. Todd Peterson
Title: Vice President
THE BANK OF NEW YORK (DELAWARE),
Trustee
By: /s/ Melissa J. Beneduce
---------------------------------
Name: Melissa J. Beneduce
Title: Assistant Vice President
<PAGE>
EXHIBIT A
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONG- FUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. R-1 $__________
Series Termination
Date: July 10, 2006 CUSIP NO. 337435BP5
FIRST USA CREDIT CARD MASTER TRUST CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1996-6
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 "Certificate-holder") 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. 22
of Receivables in Additional Accounts
- --------------------
* VISA (R) and MasterCard (R) are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
A-1
<PAGE>
dated as of November 13, 1996 among the Bank, as Transferor and Servicer, the
Trustee and The Bank of New York (Dela- ware), as trustee of the First USA
Credit Card Master Trust II, and as supplemented by the Series 1996-6 Supplement
(the "Series 1996-6 Supplement"), dated as of November 13, 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 1996-6 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 1996-6" (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 1996-6 (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 1996-6 (the "CIA
Certificates") (such holders together the "Investor Certifi- cateholders") 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 $862,650,000. The Class A
Invested Amount for any monthly Distribution Date will be an amount equal to
$862,650,000 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 5.515% per
annum on the Class A Initial Invested Amount from November 13, 1996 through
December 9, 1996, and for each Interest Period thereafter, the Class A
Certificates will bear interest at a per annum rate of 0.14% 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 December 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 December 10, 1996 and on each
Distribution Date thereafter until the Series 1996-6 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 certificate-holders 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 November 2003 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 November 2003 Distribution Date if the Class A Invested Amount
is paid in full, Available Investor Principal Collections and Excess Principal
Collections allocable to Series 1996-6 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 1996-6 are
insufficient to pay in full the Class B Invested Amount on the November 2003
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 1996-6 are less than the applicable Controlled
Deposit Amount, the amount of such deficiency will be the applicable
"Accumulation Shortfall" for the succeeding Monthly Period.
If a Pay Out Event occurs during the Accumulation Period, the Rapid
Amortization Period will commence and any amount on deposit in the Principal
Funding Account will be distributed to the Certificateholders of each Class of
Certificates, sequentially, in order of seniority, on the Distribution Date
following the Monthly Period in which the Rapid Amortization Period commences.
During the period beginning on the earlier of the day on which a Pay
Out Event occurs and the Class A Scheduled Payment Date if the Invested Amount
is not paid in full on such date, and ending on the earlier of (i) the date on
which the Class A Invested Amount, the Class B Invested Amount and the CIA
Invested Amount have been paid in full and (ii) the Series Termination Date (the
"Rapid Amortization Period"), collections of Principal Receivables allocated to
the Invested Amount will no longer be paid to the holder of the Exchangeable
Transferor Certificate or to the holders of the certificates of any other Series
or, if the Accumulation Period has commenced, deposited in the Principal Funding
Account, but instead will be distributed to the Class A Certificateholders and,
following payment in full of
A-9
<PAGE>
the Class A Invested Amount, to the Class B Certificateholders, and, following
payment in full of the Class B Invested Amount, to the CIA Certificateholders,
monthly on each Distribution Date beginning with the Distribution Date in the
month following the commencement of the Rapid Amortization Period.
Subject to the Agreement, payments of principal are limited to the
unpaid Class A Invested Amount of the Class A Certificates, which may be less
than the unpaid balance of the Class A Certificates pursuant to the terms of the
Agreement. All principal of and interest on the Class A Certificates is due and
payable no later than July 10, 2006 (or if such day is not a Business Day, the
next succeeding Business Day) (the "Series Termination Date"). After the Series
Termination Date, neither the Trust nor the Transferor will have any further
obligation to distribute principal or interest on the Class A Certificates. In
the event that the Invested Amount is greater than zero on the Series
Termination Date, the Trustee will sell or cause to be sold, to the extent
necessary, an amount of interests in the Receivables or certain of the
Receivables up to 110% of the sum of the Class A Invested Amount, the Class B
Invested Amount and the CIA Invested Amount at the close of business on such
date (but not more than the total amount of Receivables allocable to the
Investor Certificates), and shall pay the proceeds to the Class A
Certificateholders pro rata then to the Class B Certificateholders pro rata and
then to the CIA Certificateholders pro rata in final payment of the Investor
Certificates.
The transfer of this Certificate shall be registered in the Certificate
Register upon surrender of this Certificate for registration of transfer at any
office or agency maintained by the Transfer Agent and Registrar accompanied by a
written instrument of transfer in a form satisfactory to the Trustee and the
Transfer Agent and Registrar duly executed by the Certificateholder or such
Certificateholder's attorney duly authorized in writing, and thereupon one or
more new Class A Certificates of authorized denominations and for the same
aggregate Undivided Interests will be issued to the designated transferee or
transferees.
As provided in the Agreement and subject to certain limitations therein
set forth, Class A Certificates are exchangeable for new Class A Certificates
evidencing like aggregate Undivided Interests, as requested by the Class A
A-10
<PAGE>
Certificateholder surrendering such Class A Certificates. No service charge may
be imposed for any such exchange but the Transferor, Servicer, or Transfer Agent
and Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
The Transferor, the Servicer, the Trustee, the Paying Agent
and the Transfer Agent and Registrar, and any agent of any of them, may treat
the person in whose name this Certificate is registered as the owner hereof for
all purposes, and neither the Transferor, the Servicer, the Trustee, the Paying
Agent and the Transfer Agent and Registrar, nor any agent of any of them or of
any such agent, shall be affected by notice to the contrary except in certain
circumstances described in the Agreement.
The Agreement and any Supplement may be amended by the
Transferor, the Servicer and the Trustee, without the consent of
certificateholders of any Series then outstanding for any purpose, provided that
--------
(i) the Transferor shall deliver an opinion of counsel acceptable to the Trustee
to the effect that such amendment will not adversely affect in any material
respect the interest of such certificatehold- ers, and (ii) such amendment will
not result in a withdrawal or reduction of the rating of any outstanding Series.
The Agreement and the Series 1996-6 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 1996-6 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 certificate-
holder 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
A-11
<PAGE>
the substance of such amendment to each Class A Certificate-holder.
A-12
<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 13th day of November, 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: November 13, 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 $78,000,000
Series Termination
Date: July 10, 2006 CUSIP NO. 337435BQ3
FIRST USA CREDIT CARD MASTER TRUST CLASS B FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1996-6
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)/
<PAGE>
and MasterCard/(R)/ credit card accounts generated or to be generated by
First USA Bank (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank or any affiliate thereof)
This certifies that 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. 22 of Receivables
in Additional Accounts dated as of November 13, 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 1996-6 Supplement (the "Series 1996-6 Supplement"), dated as of November
13, 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
1996-6 Supplement), and all other assets and interests constituting the Trust
and all proceeds of the foregoing. The Receivables consist of amounts charged
by cardholders for goods and services and cash advances (such amounts, less the
amount of Discount Receivables, the "Principal Receivables"), plus the related
periodic finance charges (the "Periodic Finance Charges"), annual membership
fees ("Annual Membership Fees"), and amounts charged to the Accounts in respect
of cash advance finance charges, late fees, overlimit fees, return check
- ----------------------
* VISA/(R)/ and MasterCard/(R)/ are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
B-2
<PAGE>
fees and similar fees and charges (the "Other Charges"). Receivables in an
amount equal to the product of the Yield Factor (initially 1.3%) and amounts
charged by cardholders for goods and services and cash advances (the "Discount
Receivables") will be allocated to the Certificates and treated as Finance
Charge Receivables (Discount Receivables, together with the Periodic Finance
Charges, Annual Membership Fees and Other Charges, the "Finance Charge
Receivables").
Although a summary of certain provisions of the Agreement is set forth
below, this Class B Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced hereby
and the rights, duties and obligations of the Trustee. A copy of the Agreement
may be requested from the Trustee by writing to the Trustee at The Bank of New
York (Delaware), White Clay Center, Route 273, Newark, Delaware, 19711,
Attention: Bond Administration. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement. This Certificate is one of a Series of Certificates entitled "First
USA Credit Card Master Trust Class B Floating Rate Asset Backed Certificates,
Series 1996-6" (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 1996-6 (the "Class A Certificates") with the intention that
the Class A Certificates and Class B Certificates will qualify under applicable
tax law as indebtedness, and the Transferor and each holder of a Class B
Certificate (a "Class B Certificateholder") or any interest therein, by
acceptance of its Class B Certificate or any interest therein, agrees to treat
the Class B Certificates for purposes of federal, state, local and foreign
income or franchise taxes
B-3
<PAGE>
and any other tax imposed on or measured by income, as indebtedness.
The Trust's assets are allocated in part to the holders of the Class A
Certificates, the holders of the Class B Certificates and the holders of the
First USA Credit Card Master Trust CIA Certificates, Series 1996-6 (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 $78,000,000. The Class B Invested
Amount for any monthly Distribution Date will be an amount equal to (i)
$78,000,000 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 5.725% per annum
on the Class B Initial Invested Amount from November 13, 1996 through December
9, 1996, and for each Interest Period thereafter, the Class B Certificates will
bear interest at a per annum rate of 0.35% in excess of LIBOR as determined by
the Trustee on the related LIBOR Determination Date (each such rate as in effect
from time to time, the "Class B Certificate Rate"). Interest will be distributed
to the extent of available funds on December 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 Invested Amount on the last day of the Monthly Period
immediately preceding such Distribution Date. Interest for a Distribution Date
will accrue from and including the previous Distribution Date (or in the case of
the first Distribution Date, from and including the Closing Date), to, and
including, the day immediately preceding the current Distribution Date.
Interest payments will be made from Collections of Finance Charge Receivables
and, in certain circumstances, from Reallocated Principal Collections on
December 10, 1996 and on each Distribution Date thereafter until the Series
1996-6 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 Determi-
nation 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 Princi-
B-7
<PAGE>
pal Collections with respect to the preceding Monthly Period, (b) the applicable
Controlled Deposit Amount and (c) the Class A Adjusted Invested Amount prior to
any such deposit on such day. Amounts in the Principal Funding Account will be
paid to the Class A Certificateholders on the Class A Scheduled Payment Date.
After the full amount of the Class A Invested Amount has been deposited in the
Principal Funding Account and beginning with the Transfer Date related to the
Class B Principal Commencement Date, prior to the commencement of the Rapid
Amortization Period, the Trustee will deposit in the Principal Funding Account
an amount equal to the least of (a) the Available Investor Principal Collections
with respect to the preceding Monthly Period remaining after application thereof
to the Class A Invested Amount, (b) the applicable Controlled Deposit Amount
(minus the Class A Monthly Principal with respect to such Transfer Date) and (c)
the Class B Adjusted Invested Amount prior to any such deposit on such day.
After payment in full of the Class A Invested Amount, amounts in the Principal
Funding Account will be paid to the Class B Certificateholders on the Class B
Scheduled Payment Date. After the full amount of the sum of the Class A Invested
Amount and the Class B Invested Amount has been deposited in the Principal
Funding Account, prior to the commencement of the Rapid Amortization Period, the
Trustee will deposit in the Principal Funding Account an amount equal to the
least of (a) the Available Investor Principal Collections with respect to the
preceding Monthly Period remaining after application thereof to the Class A
Invested Amount and the Class B Invested Amount, (b) the applicable Controlled
Deposit Amount (minus the Class A Monthly Principal and the Class B Monthly
Principal with respect to such Transfer Date) and (c) the CIA Adjusted Invested
Amount prior to any such deposit on such day. After payment in full of the Class
A Invested Amount and the Class B Invested Amount, amounts in the Principal
Funding Account will be paid to the CIA Certificateholders on the CIA Scheduled
Payment Date. During the Accumulation Period, the portion of Available Investor
Principal Collections not applied to Class A Monthly Principal, Class B Monthly
Principal or CIA Monthly Principal on a Transfer Date will generally be treated
as Excess Principal Collections.
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
B-8
<PAGE>
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 November 2003 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 November 2003 Distribution Date if the Class A Invested Amount is
paid in full, Available Investor Principal Collections and Excess Principal
Collections allocable to Series 1996-6 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 1996-6 are
insufficient to pay in full the Class B Invested Amount on the November 2003
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 1996-6 are less than the applicable Controlled Deposit
Amount, the amount of such deficiency will be the applicable "Accumulation
Shortfall" for the succeeding Monthly Period.
If a Pay Out Event occurs during the Accumulation Period, the Rapid
Amortization Period will commence and any amount on deposit in the Principal
Funding Account will be distributed to the Certificateholders of each Class of
Certificates, sequentially, in order of seniority, on the Distribution Date
following the Monthly Period in which the Rapid Amortization Period commences.
During the period beginning on the earlier of the day on which a Pay Out
Event occurs and the Class A Scheduled Payment Date if the Invested Amount is
not paid in full on such date, and ending on the earlier of (i) the date on
which the Class A Invested Amount, the Class B Invested Amount and the CIA
Invested Amount have been paid in full and (ii) the Series Termination Date (the
"Rapid Amortization Period"), collections of Principal Receivables allocated to
the Invested Amount will no longer be paid to the holder of the Exchangeable
Transferor Certificate or to the holders of the certificates of any other Series
or, if the Accumulation Period has commenced, deposited in the Principal Funding
Account, but instead will be distributed to the Class A Certificateholders and,
following payment in full of the Class A Invested Amount, to the Class B
Certificateholders, and, following payment in full of the Class B Invested
Amount, to the CIA Certificateholders, monthly on each Distribution Date
beginning with the Distribution Date in the month following the commencement of
the Rapid Amortization Period.
Principal payments on the 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
B-10
<PAGE>
(the "Class B Principal Commencement Date") which is (a) with respect to the
Accumulation Period, the first Distribution Date on which an amount equal to the
Class A Invested Amount has been deposited in the Principal Funding Account and
allocated to the Class A Certificates or (b) with respect to the Rapid
Amortization Period, the Distribution Date on which the Class A Invested Amount
has been paid in full or, if there are no Principal Receivables allocable to the
Investor Certificates remaining after payments have been made to the Class A
Certificates on such Distribution Date, the Distribution Date following the
Distribution Date on which the Class A Invested Amount has been paid in full.
After payment in full of the Class A Invested Amount, amounts deposited in the
Principal Funding Account for the benefit of the Class B Certificates will be
paid to the Class B Certificateholders on the November 2003 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 July 10, 2006 (or if such day is not a Business Day, the
next succeeding Business Day) (the "Series Termination Date"). After the Series
Termination Date, neither the Trust nor the Transferor will have any further
obligation to distribute principal or interest on the Class B Certificates. In
the event that the Invested Amount is greater than zero on the Series
Termination Date, the Trustee will sell or cause to be sold, to the extent
necessary, an amount of interests in the Receivables or certain of the
Receivables up to 110% of the sum of the Class A Invested Amount, the Class B
Invested Amount and the CIA Invested Amount at the close of business 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
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 1996-6 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 1996-6 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 13th day of November, 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: November 13, 1996
By:
---------------------------
Name:
Title:
<PAGE>
EXHIBIT C
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF FIRST
USA BANK AND THE TRUSTEE THAT SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN
(AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF
ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE"), (III) A GOVERNMENTAL PLAN, AS DEFINED IN
SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO
A MATERIAL EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF A PLAN'S INVESTMENT IN THE ENTITY OR (V) A PERSON INVESTING "PLAN
ASSETS" OF ANY SUCH PLAN (INCLUDING FOR PURPOSES OF CLAUSE (IV) OR (V), ANY
INSURANCE COMPANY GENERAL ACCOUNT, BUT EXCLUDING ANY ENTITY REGISTERED UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED) (EACH SUCH PERSON DESCRIBED IN
CLAUSES (I) THROUGH (V), A "PLAN PURCHASER"); PROVIDED, HOWEVER, THAT A
PURCHASER SHALL NOT BE REQUIRED TO MAKE THE REPRESENTATIONS AND WARRANTIES SET
FORTH IN ANY OF CLAUSES (I) THROUGH (V) ABOVE IF THE TRUSTEE SHALL HAVE RECEIVED
THE PRIOR WRITTEN CONSENT OF THE TRANS- FEROR TO THE TRANSFER TO SUCH ENTITY;
AND PROVIDED, FURTHER, THAT NO SUCH CONSENT SHALL BE GRANTED IF THE TRANSFEROR
DETERMINES IN ITS SOLE AND ABSOLUTE DISCRETION THAT SUCH TRANSFER WOULD CAUSE
THE AGGREGATE PERCENTAGE OF THE CIA INVESTED AMOUNT TRANSFERRED TO PLAN
PURCHASERS TO EQUAL OR EXCEED 25% OF THE CIA INVESTED AMOUNT AND ANY ATTEMPTED
TRANSFER THAT WOULD CAUSE THE PERCENTAGE OF THE CIA INVESTED AMOUNT TRANSFERRED
TO PLAN PURCHASERS TO EQUAL OR EXCEED 25% OF THE CIA INVESTED AMOUNT WILL BE
VOID.
THIS CERTIFICATE MAY NOT BE ACQUIRED, SOLD, TRADED OR TRANSFERRED,
NOR MAY AN INTEREST IN THIS CERTIFICATE BE MARKETED, ON OR THROUGH AN
"ESTABLISHED SECURITIES MARKET" WITHIN THE MEANING OF SECTION 7704(b)(1) OF THE
CODE AND ANY PROPOSED, TEMPORARY OR FINAL TREASURY REGULATION THEREUNDER,
INCLUDING, WITHOUT LIMITATION, AN OVER-THE- COUNTER-MARKET OR AN INTERDEALER
QUOTATION SYSTEM THAT REGULARLY DISSEMINATES FIRM BUY OR SELL QUOTATIONS.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAW. THE HOLDER
<PAGE>
HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) TO THE TRANSFEROR, (2) TO
A LIMITED NUMBER OF INSTITUTIONAL "ACCREDITED INVESTORS" (AS DEFINED IN RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) AND IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (UPON DELIVERY OF THE
DOCUMENTATION REQUIRED BY THE POOLING AND SERVICING AGREEMENT AND, IF THE
TRUSTEE SO REQUIRES, AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE) OR (3)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A ("QIB") PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE
ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER,
RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A. EACH
CERTIFICATE OWNER BY ACCEPTING A BENEFICIAL INTEREST IN THIS CERTIFICATE IS
DEEMED TO REPRESENT THAT IT IS EITHER A QIB PURCHASING FOR ITS OWN ACCOUNT, A
QIB PURCHASING FOR THE ACCOUNT OF ANOTHER QIB OR AN INSTITUTIONAL "ACCREDITED
INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES
ACT). THIS CERTIFICATE WILL NOT BE ACCEPTED FOR REGISTRATION OF TRANSFER EXCEPT
UPON PRESENTATION OF EVIDENCE SATISFACTORY TO THE TRANSFER AGENT AND REGISTRAR
THAT THE RESTRICTIONS ON TRANSFER SET FORTH IN THE SERIES 1996-6 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 1996-6 SUPPLEMENT.
No. R-1 $_______________
Series Termination
Date: July 10, 2006
FIRST USA CREDIT CARD MASTER TRUST
CIA CERTIFICATE, SERIES 1996-6
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. 22 of Receivables in Additional Accounts dated as of
November 13, 1996 among the Bank, as Transferor and Servicer, the Trustee and
The Bank of New York (Dela- ware), as trustee of the First USA Credit Card
Master Trust II, and as supplemented by the Series 1996-6 Supplement (the
"Series 1996-6 Supplement"), dated as of November 13, 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 1996-6 Supplement), and all other
assets and interests constituting the Trust and all proceeds of the foregoing.
The Receivables consist of amounts charged by cardholders for goods and services
and cash advances (such amounts, less the amount of Discount Receivables, the
"Principal Receivables"), plus the related periodic finance charges (the
"Periodic Finance Charges"), annual membership fees ("Annual Membership Fees"),
and amounts charged to the Accounts in respect of cash advance finance charges,
late fees, overlimit fees, return check
- --------
* VISA (R) and MasterCard (R) are registered trademarks of
Visa USA Incorporated and MasterCard International Incorporated,
respectively.
C-3
<PAGE>
fees and similar fees and charges (the "Other Charges"). Receivables in an
amount equal to the product of the Yield Factor (initially 1.3%) and amounts
charged by cardholders for goods and services and cash advances (the "Discount
Receivables") will be allocated to the Certificates and treated as Finance
Charge Receivables (Discount Receivables, together with the Periodic Finance
Charges, Annual Membership Fees and Other Charges, the "Finance Charge
Receivables").
Although a summary of certain provisions of the Agreement is set
forth below, this CIA Certificate does not purport to summarize the Agreement or
the Spread Account Agreement, dated as of November 13, 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 CIA Certificates, Series 1996-6" (the "CIA Certificates"), each of
which represents a fractional undivided interest in the Trust, and is issued
under and is subject to the terms, provisions and conditions of the Agreement
and the Spread Account Agreement, to which Agreement and Spread Account
Agreement, as amended from time to time, the Certificateholder by virtue of the
acceptance hereof assents and by which the Certificateholder is bound. In the
case of any conflict between terms specified in this CIA Certificate and terms
specified in the Agreement or the Spread Account Agreement, the terms of the
Agreement and the Spread Account Agreement shall govern.
The Transferor has structured the Agreement, the CIA Certificates,
the First USA Credit Card Master Trust Class A Floating Rate Asset Backed
Certificates, Series 1996-6 (the "Class A Certificates") and the First USA
Credit Card Master Trust Class B Floating Rate Asset Backed Certificates, Series
1996-6 (the "Class B Certificates") with the intention that the CIA
Certificates, the Class A Certifi-
C-4
<PAGE>
cates and Class B Certificates will qualify under applicable tax law as
indebtedness, and the Transferor and each holder of a CIA Certificate (a "CIA
Certificateholder") or any interest therein, by acceptance of its CIA
Certificate or any interest therein, agrees to treat the CIA Certificates for
purposes of federal, state, local and foreign income or franchise taxes and any
other tax imposed on or measured by income, as indebtedness.
The Trust's assets are allocated in part to the holders of the
Class A Certificates, the holders of the Class B Certificates and the holders of
the CIA Certificates (such holders together the "Investor Certificateholders")
with the remainder allocated to holders of other Series of Certificates issued
by the Trust and outstanding from time to time and to the Transferor. In
addition to the Class A Certificates, the Class B Certificates and the CIA
Certificates, the Exchangeable Transferor Certificate will be reissued pursuant
to the Agreement and will represent the Transferor's interest in the Trust. The
reissued Exchangeable Transferor Certificate will represent the interest in the
Principal Receivables not represented by the Class A Certificates, the Class B
Certificates and the CIA Certificates (together the "Investor Certificates") or
any other Series of Certificates. The Exchangeable Transferor Certificate may be
exchanged by the Transferor pursuant to the Agreement for one or more Series of
Certificates and a reissued Exchangeable Transferor Certificate upon the
conditions set forth in the Agreement. In addition, to the extent permitted for
any Series of Certificates by the related Supplement, the Certificateholders of
such Series may tender their Certificates and the Transferor may tender the
Exchangeable Transferor Certificate in exchange for one or more Series of
Certificates and a reissued Exchangeable Transferor Certificate.
The CIA Initial Invested Amount is $98,750,000. The CIA Invested
Amount for any monthly Distribution Date will be an amount equal to (i) CIA
Initial Invested Amount, minus (ii) the aggregate amount of principal payments
-----
made to the CIA Certificateholders prior to such Distribution Date, minus (iii)
-----
the aggregate amount of CIA Investor Charge-Offs for all prior Distribution
Dates allocated to the CIA Certificates, minus (iv) the aggregate amount of
-----
Reallocated Principal Collections for all prior Distribution Dates which have
been used to fund the Class A Required Amount or the Class B Required Amount
allocated to the CIA
C-5
<PAGE>
Certificates, minus (v) an amount equal to the aggregate amount by which the CIA
-----
Invested Amount has been reduced to fund the Class A Investor Default Amount and
the Class B Investor Default Amount on all prior Distribution Dates as described
in the Agreement and allocated to the CIA Certificates and plus (vi) the
aggregate amount of Excess Finance Charge Collections and certain other amounts
allocated and available for purposes of reimbursing amounts deducted pursuant to
the foregoing clauses (ii), (iii) and (iv); provided, however, that the CIA
-------- -------
Invested Amount may not be reduced below zero.
The CIA Certificates will bear interest at the rate of ______% per
annum from November 13, 1996 through December 9, 1996, and for each Interest
Period thereafter, the CIA Certificates will bear interest at a per annum rate
of ____% in excess of LIBOR as determined by the Trustee on the related LIBOR
Determination Date (each such rate as in effect from time to time, the "CIA
Certificate Rate"). Interest will be distributed to the extent of available
funds on December 10, 1996, and on the tenth day of each month thereafter, or if
such day is not a Business Day, the next succeeding Business Day until the
earlier of the day on which the CIA Invested Amount is paid in full and the
Series Termination Date (each such date a "Distribution Date"), in an amount
equal to the product of (a) the actual number of days in the related Interest
Period divided by 360, (b) the CIA Certificate Rate and (c) the CIA Invested
Amount on the last day of the Monthly Period immediately preceding such
Distribution Date. Interest for a Distribution Date will accrue from and
including the previous Distribution Date (or in the case of the first
Distribution Date, from and including the Closing Date), to, and including, the
day immediately preceding the current Distribution Date. Interest payments will
be made on December 10, 1996 and on each Distribution Date thereafter until the
Series 1996-6 Termination Date. Interest will be payable monthly on each
Distribution Date to the CIA Certificateholders of record as of the related
Record Date in accordance with the provisions of the Spread Account Agreement.
The Record Date with respect to any Distribution Date shall be the last day of
the calendar month preceding such Distribution Date.
The Servicer will establish and maintain a "Spread Account" with
The Bank of New York, as collateral agent (the "Collateral Agent") or a
Qualified Institution which at all times has a short-term rating of "P-1" by
Moody's and "A-1"
C-6
<PAGE>
by Standard & Poor's for the benefit of the CIA Certificate- holders and First
USA Bank as holder of the Transferor Interest, pursuant to the Spread Account
Agreement. Amounts on deposit in the Spread Account will be used to fund
shortfalls in amounts available to fund the CIA Required Amount and to make
payments to the CIA Certificateholders, following payment in full of the Class A
Invested Amount and the Class B Invested Amount, of the Repayment Amount as
provided in the Spread Account Agreement. Under certain circumstances described
in the Spread Account Agreement, the Spread Account will be funded by Excess
Finance Charge Collections and in certain circumstances such amounts may be
released from the Spread Account. On the date on which all amounts due to the
Certificateholders have been paid in full, all amounts, if any, then remaining
in the Spread Account shall be distributed to the holder of the Exchangeable
Transferor Certificate or the spread replacement amount providers, as
appropriate.
On each Distribution Date the CIA Invested Amount will be reduced
by the amount of Reallocated CIA Principal Collections and by the amount of
Reallocated Class B Principal Collections for such Distribution Date. In the
event that such reduction would cause the CIA Invested Amount to be a negative
number, the CIA Invested Amount will be reduced to zero and the Class B Invested
Amount will be reduced by the amount by which the CIA Invested Amount would have
been reduced below zero. In the event that the reallocation of Collections of
Principal Receivables would cause the Class B Invested Amount to be a negative
number on any Distribution Date, Collections of Principal Receivables will be
reallocated on such Distribution Date in an aggregate amount equal to the amount
which would cause the Class B Invested Amount to be reduced to zero.
The Bank, as Servicer, is entitled to receive as servicing
compensation a monthly servicing fee in an amount equal to, with respect to each
Series, one-twelfth of the product of the applicable Servicing Fee Percentage
and the Invested Amount for such Series with respect to the related Monthly
Period. The share of the Servicing Fee for each Monthly Period allocable to the
CIA Certificates shall be equal to one-twelfth of the product of the Series
Servicing Fee Percentage and the CIA Adjusted Invested Amount on the last day of
the preceding Monthly Period (the "CIA Monthly Servicing Fee").
C-7
<PAGE>
As described in the Agreement, Collections of Principal
Receivables with respect to any Monthly Period will be allocated on the related
Determination Date on the basis of the aggregate Investor Percentage of all
Series and the Transferor Percentage with respect to the Principal Receivables.
Such allocation will be performed both during the Revolving Period and any
Amortization Period. Throughout the existence of the Trust, the Servicer will
allocate to the Transferor, as holder of the Exchangeable Transferor
Certificate, an amount equal to the Transferor Percentage of the aggregate
amount of Collections of Finance Charge Receivables and Principal Receivables
for each Monthly Period. During the Revolving Period relating to the Investor
Certificates, the Class B Floating Allocation Percentage of Collections of
Principal Receivables and the CIA Floating Allocation Percentage of Collections
of Principal Receivables will be applied first as Reallocated Principal
Collections, to the extent required, and any remaining amounts together with the
Class A Floating Allocation Percentage of Principal Receivables will be
distributed first to the certificate- holders of other Series to the extent of
the amount of Principal Shortfalls, if any, and then to the Transferor in an
amount not to exceed the amount of the Transferor Interest.
Unless a Pay Out Event has occurred, the Accumulation Period will
begin at the close of business on the last day of the Revolving Period and will
end on the earlier of (i) the commencement of the Rapid Amortization Period,
(ii) payment of the Invested Amount in full and (iii) the Series Termination
Date. On each Transfer Date following the commencement of the Accumulation
Period, prior to the earlier of the payment of the Class A Invested Amount in
full and the commencement of the Rapid Amortization Period, the Trustee will
deposit in the Principal Funding Account an amount equal to the least of (a)
Available Investor Principal Collections with respect to the preceding Monthly
Period, (b) the applicable Controlled Deposit Amount and (c) the Class A
Adjusted Invested Amount prior to any such deposit on such day. Amounts in the
Principal Funding Account will be paid to the Class A Certificateholders on the
Class A Scheduled Payment Date. After the full amount of the Class A Invested
Amount has been deposited in the Principal Funding Account and beginning with
the Transfer Date related to the Class B Principal Commencement Date, prior to
the commencement of the Rapid Amortization Period, the Trustee will deposit in
the Principal Funding Account an amount equal to the least of (a) the Available
Investor Principal Collec-
C-8
<PAGE>
tions with respect to the preceding Monthly Period remaining after application
thereof to the Class A Invested Amount, (b) the applicable Controlled Deposit
Amount (minus the Class A Monthly Principal with respect to such Transfer Date)
and (c) the Class B Adjusted Invested Amount prior to any such deposit on such
day. After payment in full of the Class A Invested Amount, amounts in the
Principal Funding Account will be paid to the Class B Certificateholders on the
Class B Scheduled Payment Date. After the full amount of the sum of the Class A
Invested Amount and the Class B Invested Amount has been deposited in the
Principal Funding Account, prior to the commencement of the Rapid Amortization
Period, the Trustee will deposit in the Principal Funding Account an amount
equal to the least of (a) the Available Investor Principal Collections with
respect to the preceding Monthly Period remaining after application thereof to
the Class A Invested Amount and the Class B Invested Amount, (b) the applicable
Controlled Deposit Amount (minus the Class A Monthly Principal and the Class B
Monthly Principal with respect to such Transfer Date) and (c) the CIA Adjusted
Invested Amount prior to any such deposit on such day. After payment in full of
the Class A Invested Amount and the Class B Invested Amount, amounts in the
Principal Funding Account will be paid to the CIA Certificateholders on the CIA
Scheduled Payment Date. Principal on the CIA Certificates is scheduled to be
distributed on the November 2003 Distribution Date. During the Accumulation
Period, the portion of Available Investor Principal Collections not applied to
Class A Monthly Principal, Class B Monthly Principal or CIA Monthly Principal on
a Transfer Date will generally be treated as Excess Principal Collections.
Upon written notice to the Trustee, the Servicer may elect to
postpone the commencement of the Accumulation Period, and extend the length of
the Revolving Period, subject to certain conditions as set forth in the
Agreement. The Servicer may make such election only if the Accumulation Period
Length is less than twelve months. On each Determination Date until the
Accumulation Period begins, the Servicer will determine the "Accumulation Period
Length," which is the number of months expected to be required to fully fund the
Principal Funding Account no later than the Class A Scheduled Payment Date,
based on (a) the expected monthly collections of Principal Receivables expected
to be distributable to the Certificateholders of all Series (excluding certain
other Series, as set forth in the Agreement), assuming a principal payment rate
no greater than the
C-9
<PAGE>
lowest monthly principal payment rate on the Receivables for the preceding
twelve months and (b) the amount of principal expected to be distributable to
certificateholders of Series (which may exclude certain other Series) which are
not expected to be in their revolving periods during the Accumulation Period. If
the Accumulation Period Length is less than twelve months, the Servicer may, at
its option, postpone the commencement of the Accumulation Period such that the
number of months included in the Accumulation Period will be equal to or exceed
the Accumulation Period Length. The length of the Accumulation Period shall not
be less than one month.
Unless the Rapid Amortization Period has begun, funds on deposit
in the Principal Funding Account will be distributed to the Class A
Certificateholders on the Novem- ber 2003 Distribution Date (the "Class A
Scheduled Payment Date"). If the aggregate principal amount of deposits made to
the Principal Funding Account are insufficient to pay in full the Class A
Invested Amount on the Class A Scheduled Payment Date the Rapid Amortization
Period will commence and on each Distribution Date thereafter until the Class A
Invested Amount is paid in full, the Class A Certificate- holders will receive
distributions of Class A Monthly Principal and Class A Monthly Interest.
On the November 2003 Distribution Date if the Class A Invested
Amount is paid in full, Available Investor Principal Collections and Excess
Principal Collections allocable to Series 1996-6 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-
6 are insufficient to pay in full the Class B Invested Amount on the November
2003 Distribution Date, the Rapid Amortization Period will commence.
On the November 2003 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-
6 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.
C-10
<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 1996-6 are less than the applicable Controlled
Deposit Amount, the amount of such deficiency will be the applicable
"Accumulation Shortfall" for the succeeding Monthly Period.
If a Pay Out Event occurs during the Accumulation Period, the
Rapid Amortization Period will commence and any amount on deposit in the
Principal Funding Account will be distributed to the Certificateholders of each
Class of Certificates, sequentially, in order of seniority, on the Distribution
Date following the Monthly Period in which the Rapid Amortization Period
commences.
During the period beginning on the earlier of the day on which a
Pay Out Event occurs and the Class A Scheduled Payment Date if the Invested
Amount is not paid in full on such date, and ending on the earlier of (i) the
date on which the Class A Invested Amount, the Class B Invested Amount and the
CIA Invested Amount have been paid in full and (ii) the Series Termination Date
(the "Rapid Amortization Period"), collections of Principal Receivables
allocated to the Invested Amount will no longer be paid to the holder of the
Exchangeable Transferor Certificate or to the holders of the certificates of any
other Series or, if the Accumulation Period has commenced, deposited in the
Principal Funding Account, but instead will be distributed to the Class A
Certificateholders and, following payment in full of the Class A Invested
Amount, to the Class B Certificatehold- ers, 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
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<PAGE>
(the "CIA Principal Commencement Date") which is (a) with respect to the
Accumulation Period, the first Distribution Date on which an amount equal to the
sum of the Class A Invested Amount and the Class B Invested Amount has been
deposited in the Principal Funding Account and allocated to the Class A
Certificates and the Class B Certificates or (b) with respect to the Rapid
Amortization Period, the Distribution Date on which the Class A Invested Amount
and the Class B Invested Amount have each been paid in full or, if there are no
Principal Receivables allocable to the Investor Certificates remaining after
payments have been made to the Class A Certificates and the Class B Certificates
on such Distribution Date, the Distribution Date following the Distribution Date
on which the Class A Invested Amount and the Class B Invested Amount have each
been paid in full. After payment in full of the Class A Invested Amount and the
Class B Invested Amount, amounts deposited in the Principal Funding Account for
the benefit of the CIA Certificates will be paid to the CIA Certificateholders
on the November 2003 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 July 10, 2006 (or if such day is not a Business Day, the next
succeeding Business Day) (the "Series Termination Date"). After the Series
Termination Date, neither the Trust nor the Transferor will have any further
obligation to distribute principal or interest on the CIA Certificates. In the
event that the Invested Amount is greater than zero on the Series Termination
Date, the Trustee will sell or cause to be sold, to the extent necessary, an
amount of interests in the Receivables or certain of the Receivables up to 110%
of the sum of the Class A Invested Amount, the Class B Invested Amount and the
CIA Invested Amount at the close of business
C-12
<PAGE>
on such date (but not more than the total amount of Receivables allocable to the
Investor Certificates), and shall pay the proceeds to the Class A
Certificateholders pro rata then to the Class B Certificateholders pro rata and
then to the CIA Certificateholders in final payment of the Investor
Certificates.
The transfer of this Certificate shall be registered in the
Certificate Register upon surrender of this Certificate for registration of
transfer at any office or agency maintained by the Transfer Agent and Registrar
accompanied by a written instrument of transfer in a form satisfactory to the
Trustee and the Transfer Agent and Registrar duly executed by the
Certificateholder or such Certificateholder's attorney duly authorized in
writing, and thereupon one or more new CIA Certificates of authorized
denominations and for the same aggregate Undivided Interests will be issued to
the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations
therein set forth, CIA Certificates are exchangeable for new CIA Certificates
evidencing like aggregate Undivided Interests, as requested by the CIA Certifi-
cateholder surrendering such CIA Certificates. No service charge may be imposed
for any such exchange but the Trans- feror, Servicer, or Transfer Agent and
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
The Transferor, the Servicer, the Trustee, the Paying Agent and
the Transfer Agent and Registrar, and any agent of any of them, may treat the
person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Transferor, the Servicer, the Trustee, the Paying
Agent and the Transfer Agent and Registrar, nor any agent of any of them or of
any such agent, shall be affected by notice to the contrary except in certain
circumstances described in the Agreement.
The Agreement and any Supplement may be amended by the Transferor,
the Servicer and the Trustee, without the consent of certificateholders of any
Series then outstanding for any purpose, provided that (i) the Transferor shall
--------
deliver an opinion of counsel acceptable to the Trustee to the effect that such
amendment will not adversely affect in any material respect the interest of such
certificatehold-
C-13
<PAGE>
ers, and (ii) such amendment will not result in a withdrawal or reduction of the
rating of any outstanding Series.
The Agreement and the Series 1996-6 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 1996-6 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 certificate-
holder 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 Certificate- holder.
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.
C-14
<PAGE>
Neither this Certificate nor any interest herein may be sold
conveyed, assigned, hypothecated, pledged, participated, or otherwise
transferred, except in accordance with the Agreement, and any such transfer will
be permitted only if it consists of a pro rata percentage interest in all
payments made with respect to this Certificate. No transfers of partial
interests in this Certificate shall be permitted.
Neither this Certificate nor any interest herein may be
transferred to any person, unless the transferee shall have executed and
delivered the certifications required by the Agreement and each of the
Transferor and the Servicer shall have granted its prior consent thereto. Such
consent shall be granted unless the Transferor determines in its sole and
absolute discretion that the proposed transfer would create a risk that the
Trust would be classified for federal or any applicable state tax purposes as an
association or publicly traded partnership taxable as a corporation.
Notwithstanding the foregoing, any attempted transfer of this Certificate or an
interest herein that would cause the aggregate number of (i) holders of a right
to receive interest or principal with respect to the CIA Certificates (or other
interests in the Trust), other than certificates (or other such interests) with
respect to which an opinion is rendered that such certificates (or other such
interests) will be treated as debt for federal income tax purposes, and (ii) any
holders of a right to receive any amount in respect of the Transferor Interest,
to exceed ninety nine shall be void.
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
C-15
<PAGE>
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 comparable statements in accordance with applicable United
States laws.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee, by manual signature, this Certificate shall not
be entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Certificate to
be duly executed on this 13th day of Novem- ber, 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: November 13, 1996
By:
-------------------------
Name:
Title:
C-16
<PAGE>
EXHIBIT D
---------
[DTC LOGO APPEARS HERE]
BOOK-ENTRY-ONLY COLLATERALIZED MORTGAGE OBLIGATIONS (CMOs)
(WITHOUT OWNER OPTION TO REDEEM)/
OTHER ASSET-BACKED SECURITIES AND PASS-THROUGH CERTIFICATES
Letter of Representations
(To be Completed by Issuer and Trustee)
First USA Bank
----------------------------------------------
[Name of Issuer]
The Bank of New York (Delaware)
----------------------------------------------
[Name of Trustee]
November 13, 1996
-----------------
[Date]
Attention: General Counsel's Office
THE DEPOSITORY TRUST COMPANY
55 Water Street; 49th Floor
New York, NY 10041-0099
Re: $862,650,000 Class A Floating Rate Asset Backed Certificates,
-------------------------------------------------------------
Series 1996-6; $78,000,000 Class B Floating Rate Asset
-------------------------------------------------------------
Backed Certificates, Series 1996-6
-------------------------------------------------------------
[Issue Description]
Ladies and Gentlemen:
This letter sets forth our understanding with respect to certain matters
relating to the above-referenced issue (the "Securities"). Trustee will act as
trustee with respect to the Securities pursuant to a trust indenture dated
September 1, 1992 as supplemented as of November 13, 1996 (the "Document").
- ----------- -
Bear, Stearns & Co. Inc.* is distributing the Securities through the Depository
- -------------------------
["Underwriter"]
Trust Company ("DTC").
To induce DTC to accept the Securities as eligible for deposit at DTC, and
to act in accordance with its Rules with respect to the Securities, Issuer and
Trustee make the following representations to DTC:
1. Prior to closing on the Securities on November 13, 1996, there shall be
deposited with DTC one Security certificate registered in the name of DTC's
nominee, Cede & Co., for each stated maturity of the Securities in the face
amounts set forth on Schedule A hereto, the total of
- -----------------------
*As Representative for itself, J.P. Morgan Securities Inc. and NationsBanc
Capital Markets, Inc.
<PAGE>
which represents 100% of the principal amount of such Securities. If, however,
the aggregate principal amount of any maturity exceeds $200 million, one
certificate will be issued with respect to each $200 million of principal amount
and an additional certificate will be issued with respect to any remaining
principal amount. Each Security certificate shall bear the following legend:
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to Issuer
or its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC). ANY TRANSFER, PLEDGE,
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.
2. In the event of any solicitation of consents from or voting by holders
of the Securities, Issuer or Trustee shall establish a record date for such
purposes (with no provision for revocation of consents or votes by subsequent
holders) and shall, to the extent possible, send notice of such record date to
DTC not less than 15 calendar days in advance of such record date. Notices to
DTC pursuant to this Paragraph by telecopy shall be sent to DTC's Reorganization
Department at (212) 709-6896 or (212) 709-6897, and receipt of such notices
shall be confirmed by telephoning (212) 709-6870. Notices to DTC pursuant to
this Paragraph by mail or by any other means shall be sent to DTC's
Reorganization Department as indicated in Paragraph 4.
3. In the event of a full or partial redemption, Issuer or Trustee shall
send a notice to DTC specifying: (a) the amount of the redemption or refunding;
(b) in the case of a refunding, the maturity date(s) established under the
refunding; and (c) the date such notice is to be mailed to Security holders or
published (the "Publication Date"). Such notice shall be sent to DTC by a
secure means (e.g., legible telecopy, registered or certified mail, overnight
delivery) in a timely manner designed to assure that such notice is in DTC's
possession no later than the close of business on the business day before or, if
possible, two business days before the Publication Date. Issuer or Trustee
shall forward such notice either in a separate secure transmission for each
CUSIP number or in a secure transmission for multiple CUSIP numbers (if
applicable) which includes a manifest or list of each CUSIP number submitted in
that transmission. (The party sending such notice shall have a method to verify
subsequently the use of such means and the timeliness of such notice.) The
Publication Date shall be not less than 30 days no more than 60 days prior to
the redemption date or, in the case of an advance refunding, the date that the
proceeds are deposited in escrow. Notices to DTC pursuant to this Paragraph by
telecopy shall be sent to DTC's Call Notification Department at (516) 227-4039
or (516) 227-4190. If the party sending the notice does not receive a telecopy
receipt from DTC confirming that the notice has been received, such party shall
telephone (516) 227-4070. Notices to DTC pursuant to this Paragraph by mail or
by any other means shall be sent to:
Manager; Call Notification Department
The Depository Trust Company
711 Stewart Avenue
Garden City, NY 11530-4719
4. In the event of an invitation to tender the Securities (including
mandatory tenders, exchanges, and capital changes), notice by Issuer or Trustee
to Security holders specifying the terms of the tender and the Publication Date
of such notice shall be sent to DTC by a secure means in the manner set forth in
the preceding Paragraph. Notices to DTC pursuant to this Paragraph and notices
of other corporate actions by telecopy shall be sent to DTC's Reorganization
Department at (212) 709-1093
-2-
<PAGE>
or (212) 709-1094 and receipt of such notices shall be confirmed by telephoning
(212) 709-6884. Notices to DTC pursuant to the above by mail or by any other
means shall be sent to:
Manager, Reorganization Department
Reorganization Window
The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, NY 10004-2695
5. All notices and payment advices sent to DTC shall contain the CUSIP
number of the Securities.
6. Trustee shall send DTC written notice with respect to the dollar amount
per $1,000 original face value (or other minimum authorized denomination if less
than $1,000 face value) payable on each payment date allocated as to the
interest and principal portions thereof preferably 5, but not less than 2,
business days prior to such payment date. Such notices, which shall also contain
the current pool factor, any special adjustments to the principal/interest rates
(e.g., adjustments due to deferred interest or shortfall), and Trustee contact's
name and telephone number, shall be sent by telecopy to DTC's Dividend
Department at (212) 709-1723, or if by mail or by any other means to:
Manager; Announcements
Dividend Department
The Depository Trust Company
7 Hanover Square, 22nd Floor
New York, NY 10004-2695
7. [Note: Issuer must represent one of the following, and cross out the
other;] [The interest accrual period is payment date to payment date.]
8. Trustee must provide DTC, no later than noon (Eastern Time) on payment
date, CUSIP numbers for each issue for which payment is being sent, as well as
the dollar amount of the payment for each issue. Notification of payment
details should be sent using automated communications.
9. Interest payments and principal payments that are part of periodic
principal-and-interest payments shall be received by Cede & Co., as nominee of
DTC, or its registered assigns in same-day funds, no later than 2:30 p.m.
(Eastern Time) on each payment date (in accordance with existing arrangements
between Issuer or Trustee and DTC). Absent any other arrangements between
Issuer or Trustee and DTC, such funds shall be wired as follows:
The Chase Manhattan Bank
ABA 021000021
For credit to A/C The Depository Trust Company
Dividend Deposit Account 066-026776
Issuer or Trustee shall provide interest payment information to a standard
announcement service subscribed to by DTC. In the unlikely event that no such
service exists, Issuer or Trustee shall provide interest payment information
directly to DTC in advance of the interest payment date as soon as the
information is available. This information should be conveyed directly to DTC
electronically. If electronic transmission is not available, absent any other
arrangements between Trustee and DTC, such information should be sent by
telecopy to DTC's Dividend Department at (212) 709-1723 or
-3-
<PAGE>
(212) 709-1686, and receipt of such notices shall be confirmed by telephoning
(212) 709-1270. Notices to DTC pursuant to the above by mail or by any other
means shall be sent to:
Manager, Announcements
Dividend Department
The Depository Trust Company
7 Hanover Square, 22nd Floor
New York, NY 10004-2695
10. DTC shall receive maturity and redemption payments allocated with
respect to each CUSIP number on the payable date in same-day funds by 2:30 p.m.
(Eastern Time). Absent any other arrangements between Trustee and DTC, such
payments shall be wired as follows:
The Chase Manhattan Bank
ABA 021000021
For credit to A/C The Depository Trust Company
Redemption Account 066-027306
in accordance with existing SDFS payment procedures in the manner set forth in
DTC's SDFS Paying Agent Operating Procedures, a copy of which has previously
been furnished to Trustee.
11. DTC shall receive all reorganization payments and CUSIP-level detail
resulting from corporate actions (such as tender offers, remarketings, or
mergers) on the first payable date in same-day funds by 2:30 p.m. (Eastern
Time). Absent any other arrangements between Trustee and DTC, such payments
shall be wired as follows:
The Chase Manhattan Bank
ABA 021000021
For credit to A/C The Depository Trust Company
Reorganization Account 066-027608
12. DTC may direct Issuer or Trustee to use any other number or address as
the number or address to which notices or payments of interest or principal may
be sent.
13. In the event of a redemption, acceleration, or any other similar
transaction (e.g., tender made and accepted in response to Issuer's or Trustee's
invitation) necessitating a reduction in the aggregate principal amount of
Securities outstanding or an advance refunding of part of the Securities
outstanding, DTC, in its discretion: (a) may request Issuer or Trustee to issue
and authenticate a new Security certificate; or (b) may make an appropriate
notation on the Security certificate indicating the date and amount of such
reduction in principal except in the case of final maturity, in which case the
certificate will be presented to Issuer or Trustee prior to payment, if
required.
14. In the event that Issuer determines that beneficial owners of Securities
shall be able to obtain certificated Securities, Issuer or Trustee shall notify
DTC of the availability of certificates. In such event, Issuer or Trustee shall
issue, transfer, and exchange certificates in appropriate amounts, as required
by DTC and others.
15. DTC may discontinue providing its services as securities depository with
respect to the Securities at any time by giving reasonable notice to Issuer or
Trustee (at which time DTC will confirm with Issuer or Trustee the aggregate
principal amount of Securities outstanding). Under such circumstances, at DTC's
request Issuer and Trustee shall cooperate fully with DTC by taking
-4-
<PAGE>
appropriate action to make available one or more separate certificates
evidencing Securities to any DTC Participant having Securities credited to its
DTC accounts.
16. Issuer: (a) understands that DTC has no obligation to, and will not,
communicate to its Participants or to any person having an interest in the
Securities any information contained in the Security certificates, and (b)
acknowledges that neither DTC's Participants nor any person having an interest
in the Securities shall be deemed to have notice of the provisions of the
Security certificates by virtue of submission of such certificate(s) to DTC.
17. Nothing herein shall be deemed to require Trustee to advance funds on
behalf of Issuer.
18. The terms "trust indenture" and "Indenture" are hereby replaced
wherever they appear in the Letter of Representations with the term "Pooling and
Servicing Agreement."
19. The term "Securities" is hereby replaced wherever it appears in the
Letter of Representations with the term "Certificates."
Notes:
- ------
A. If there is a Trustee (as defined in this Letter of Representations), Trustee
as well as Issuer must sign this Letter. If there is no Trustee, in signing this
Letter Issuer itself undertakes to perform all of the obligations set forth
herein.
B. Schedule B contains statements that DTC believes accurately describe DTC, the
method of effecting book-entry transfers of securities distributed through DTC,
and certain related matters.
Very truly yours,
First USA Bank
----------------------------------------
(Issuer)
By:
-------------------------------------
(Authorized Officer's Signature)
The Bank of New York (Delaware)
----------------------------------------
(Trustee)
By: (Signature not legible)
-------------------------------------
(Authorized Officer's Signature)
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
By: /s/ RICHARD B. NESSON
-------------------------------
cc: Underwriter
Underwriter's Counsel
-5-
<PAGE>
[DTC LOGO APPEARS HERE]
REPRESENTATIONS FOR DEPOSIT/WITHDRAWAL AT CUSTODIAN ("DWAC") --
to be included in DTC Letter of Representations
-----------------------------------------------
The Security certificate(s) shall remain in Agent's custody as a "Balance
Certificate" subject to the provisions of the Balance Certificate Agreement
between Agent and DTC currently in effect.
On each day on which Agent is open for business and on which it receives an
instruction originated by a Participant through DTC's Deposit/Withdrawal at
Custodian ("DWAC") system to increase the Participant's account by a specified
number of shares, units, or obligations (a "Deposit Instruction"), Agent shall,
before 6:30 p.m. (Eastern Time) that day, either approve or cancel the Deposit
Instruction through the DWAC system.
On each day on which Agent is open for business and on which it receives an
instruction originated by a Participant through the DWAC system to decrease the
Participant's account by a specified number of shares, units, or obligations (a
"Withdrawal Instruction"), Agent shall, before 6:30 p.m. (Eastern Time) that
day, either approve or cancel the Withdrawal Instruction through the DWAC
system.
Agent agrees that its approval of a Deposit or Withdrawal Instruction shall
be deemed to be the receipt by DTC of a new, reissued or reregistered
certificated security on registration of transfer to the name of Cede & Co. for
the quantity of Securities evidenced by the Balance Certificate after the
Deposit or Withdrawal Instruction is effected.
<PAGE>
SCHEDULE A
----------
(Describe Issue)
First USA Credit Card Master Trust
$862,650,000 Class A Floating Rate Asset Backed
Certificates, Series 1996-6
$78,000,000 Class B Floating Rate Asset Backed
Certificates, Series 1996-6
<TABLE>
<CAPTION>
CUSIP Principal Amount Maturity Date Interest Rate
----- ---------------- ------------- -------------
<S> <C> <C> <C>
337435BP5 $200,000,000 July 10, 2006 0.14% above LIBOR
337435BP5 $200,000,000 July 10, 2006 0.14% above LIBOR
337435BP5 $200,000,000 July 10, 2006 0.14% above LIBOR
337435BP5 $200,000,000 July 10, 2006 0.14% above LIBOR
337435BP5 $ 62,650,000 July 10, 2006 0.14% above LIBOR
337435BQ3 $ 78,000,000 July 10, 2006 0.35% above LIBOR
</TABLE>
<PAGE>
SCHEDULE B
----------
SAMPLE OFFICIAL STATEMENT LANGUAGE
DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
-----------------------------------
(Prepared by DTC--bracketed material may be applicable only to certain issues)
1. The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the securities (the "Securities"). The Securities will
be issued as fully-registered securities registered in the name of Cede & Co.
(DTC's partnership nominee). One fully-registered Security certificate will be
issued for [each issue of] the Securities, [each] in the aggregate principal
amount of such issue, and will be deposited with DTC. [If, however, the
aggregate principal amount of [any] issue exceeds $200 million, one certificate
will be issued with respect to each $200 million of principal amount and an
additional certificate will be issued with respect to any remaining principal
amount of such issue.]
2. DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Participants") deposit
with DTC. DTC also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations. DTC is owned by a number
of its Direct Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc., and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as
securities brokers and dealers, banks, and trust companies that clear through or
maintain a custodial relationship with a Direct Participant, either directly or
indirectly ("Indirect Participants"). The Rules applicable to DTC and its
Participants are on file with the Securities and Exchange Commission.
3. Purchases of Securities under the DTC system must be made by or
through Direct Participants, which will receive a credit for the Securities on
DTC's records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books
of Participants acting on behalf of Beneficial Owners. Beneficial Owners will
not receive certificates representing their ownership interests in Securities,
except in the event that use of the book-entry system for the Securities is
discontinued.
4. To facilitate subsequent transfers, all Securities deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Securities with DTC and their registration in the name
of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of
the actual Beneficial Owners of the Securities; DTC's records reflect only the
identity of the Direct Participants to whose accounts such Securities are
credited, which may or may not be the Beneficial Owners. The Participants will
remain responsible for keeping account of their holdings on behalf of their
customers.
5. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
[6. Redemption notices shall be sent to Cede & Co. If less than all of
the Securities within an issue are being redeemed, DTC's practice is to
determine by lot the amount of the interest of each Direct Participant in such
issue to be redeemed.]
-i-
<PAGE>
7. Neither DTC nor Cede & Co. will consent or vote with respect to
Securities. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as
soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts the
Securities are credited on the record date (identified in a listing attached to
the Omnibus Proxy).
8. Principal and interest payments on the Securities will be made to DTC.
DTC's practice is to credit Direct Participants' accounts on payable date in
accordance with their respective holdings shown on DTC's records unless DTC has
reason to believe that it will not receive payment on payable date. Payments by
Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of such Participant and not of DTC, Trustee, or Issuer, subject
to any statutory or regulatory requirements as may be in effect from time to
time. Payment of principal and interest to DTC is the responsibility of Issuer
or Trustee, disbursement of such payments to Direct Participants shall be the
responsibility of DTC, and disbursement of such payments to the Beneficial
Owners shall be the responsibility of Direct and Indirect Participants.
[9. A Beneficial Owner shall give notice to elect to have its Securities
purchased or tendered, through its Participant, to Trustee [or
Tender/Remarketing Agent], and shall effect delivery of such Securities by
causing the Direct Participant to transfer the Participant's interest in the
Securities, on DTC's records, to Trustee [or Tender/Remarketing Agent]. The
requirement for physical delivery of Securities in connection with an optional
tender or a mandatory purchase will be deemed satisfied when the ownership
rights in the Securities are transferred by Direct Participants on DTC's records
and followed by a book-entry credit of tendered Securities to Trustee [or
Tender/Remarketing Agent's] DTC account.]
10. DTC my discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent. Under such circumstances, in the event that a successor securities
depository is not obtained, Security certificates are required to be printed and
delivered.
11. Issuer may decide to discontinue use of the system of book-entry
transfer through DTC (or a successor securities depository). In that event,
Security certificates will be printed and delivered.
12. The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that Issuer believes to be reliable, but
Issuer takes no responsibility for the accuracy thereof.
-ii-
<PAGE>
MONTHLY ALLOCATIONS AND PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
FIRST USA BANK
-----------------------------------------------
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1996-6
-----------------------------------------------
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 1996-6
Supplement dated November 13, 1996 (the "Supplement") by and between the Bank
and The Bank of New York (Dela- ware), 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 below
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS SERIES 1996-6
in respect of the following amounts and (ii) to apply the
proceeds of such withdrawal in accordance with Section 4.05:
1. A. Class A Finance Charge Allocations
Principal Funding Investment Proceeds N/A
Reserve Account Withdrawals N/A
-----------
Total Class A Available Funds
B. Pursuant to subsections 4.09(a)(i):
----------------------------------
1. Interest to be paid to Certificateholders at the
Certificate Rate for the Interest Period on the
Invested Amount (Actual/360)
Class A
2. Overdue Interest
3. Default Interest
C. Pursuant to subsection 4.09 (a)(ii):
-----------------------------------
Class A Monthly Servicing Fee for the preceding Monthly Period
if First USA Bank is no longer Servicer
D. Pursuant to subsection 4.09(a)(iii):
------------------------------------
Class A Investor Default Amount for the preceding
Monthly Period ------------
E. Pursuant to subsection 4.09(a)(iv):
-----------------------------------
Amount constituting Excess Finance Charge Collections
to be distributed per subsection 4.13 ============
2. A. Class B Finance Charge Allocations
Principal Funding Investment Proceeds N/A
Reserve Account Withdrawals N/A
------------
Total Class B Available Funds
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS SERIES 1996-6
Page 3
B. Pursuant to subsections 4.09(b)(i):
----------------------------------
1. Interest to be paid to Certificateholders at the
Certificate Rate for the Interest Period on the
Invested Amount (Actual/360)
Class B
2. Overdue Interest
3. Default Interest
C. Pursuant to subsection 4.09 (b)(ii):
-----------------------------------
Class B Monthly Servicing Fee for the
preceding Monthly Period if First USA Bank
is no longer Servicer
-------------
D. Pursuant to subsection 4.09(b)(iii):
-----------------------------------
Amount constituting Excess Finance Charge
Collections distributed per subsection 4.13 =============
3. A. CIA Finance Charge Allocations
Principal Funding Investment Proceeds N/A
Reserve Account Withdrawals N/A
------------
Total CIA Available Funds
B. Pursuant to subsection 4.09 (c)(i):
----------------------------------
CIA Monthly Servicing Fee for the preceding
Monthly Period if First USA Bank is no longer
Servicer -------------
C. Pursuant to subsections 4.09(c)(ii):
-----------------------------------
Amount constituting Excess Finance Charge
Collections to be distributed per subsection
4.13 =============
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS SERIES 1996-6
Page 4
4. A. Pursuant to subsections 4.09(a)(iv), 4.09(b)(iii),
-------------------------------------------------
4.09(c)(ii) and 4.17(e):
-----------------------
Amount constituting Excess Finance Charge Collections
to be distributed per subsection 4.13
Total Excess Finance Charge Collections
=============
II. APPLICATION OF EXCESS FINANCE CHARGE COLLECTIONS
------------------------------------------------
Pursuant to Section 4.13, the Servicer hereby instructs the Trustee to
apply Excess Finance Charge Collections, determined pursuant to the
provisions of Section 4.09, in the following priority:
A. Pursuant to subsection 4.13(a):
------------------------------
The Class A Required Amount applied in accordance with
subsection 4.09(a)
B. Pursuant to subsection 4.13 (b):
-------------------------------
Amount of Class A Investor Charge-Offs
not previously reimbursed
C. Pursuant to subsection 4.13 (c):
-------------------------------
Amount equal to unpaid Class B Monthly Interest Due
on the Class B Outstanding Principal Balance
D. Pursuant to subsection 4.13 (d):
-------------------------------
Class B Investor Default Amount for the preceding
Monthly Period
E. Pursuant to subsection 4.13 (e):
-------------------------------
Reimbursement of Class B Invested Amount which has been
reduced for reasons other than principal payments
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS SERIES 1996-6
Page 5
F. Pursuant to subsection 4.13 (f):
-------------------------------
1. CIA Monthly Interest for the preceding
Interest Period on the Invested
Amount (Actual/360)
2. Overdue Interest
3. CIA Default Interest ------------
G. Pursuant to subsection 4.13 (g):
-------------------------------
1. Unpaid Investor Monthly Servicing Fee for the
preceding Monthly Period to be paid to First USA Bank
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS SERIES 1996-6
Page 6
H. Pursuant to subsection 4.13 (h):
--------------------------------
CIA Investor Default Amount for the preceding
Monthly Period
I. Pursuant to subsection 4.13 (i):
--------------------------------
Reimbursement of CIA Invested Amount which has
been reduced for reasons other than principal payments
J. Pursuant to subsection 4.13 (j):
--------------------------------
The excess, if any, of the Required Reserve Account Amount
over Available Reserve Account Amount to be funded to the
Reserve Account
K. Pursuant to subsection 4.13 (k):
--------------------------------
Remaining amount to be applied pursuant to
the Spread Account Agreement
---------------------------
Total (Excess F/C Collections from 4(A) above)
===============
III. APPLICATION OF PRINCIPAL COLLECTIONS
------------------------------------
Pursuant to Sections 4.05, 4.07, 4.09, 4.14 and 4.16, the Servicer
hereby instructs the Trustee to apply Principal Collections available
on the Transfer Date, determined pursuant to the provisions of the
above sections, in the following priority:
A. Principal Collections
---------------------
1. Class A Principal Collections
Class A Default Amount (during Accumulation Period)
Class A Charge-Offs Amount (during Accumulation Period)
---------
Total Class A Monthly Principal
2. Class B Principal Collections
Class B Default Amount (during Accumulation Period)
Class B Charge-Offs Amount (during Accumulation Period)
---------
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS SERIES 1996-6
Page 7
Total Class B Monthly Principal
3. CIA Principal Collections
CIA Investor Default Amt (during Accumulation Period)
CIA Investor Charge-Offs Amt (during Accumulation)
----------
Total CIA Monthly Principal
4. Excess Principal Collections (other series)
Total Principal Collections ----------
==========
B. Allocation of Principal Collections
-----------------------------------
1. Amount of CIA Principal Reallocated to F/C Account
2. Amount of Class B Principal Reallocated to F/C Account
3. Amount of Investor Principal Collections to other Series
4. Payment of principal to Class A Certificateholders
5. Payment of principal to Class B Certificateholders
6. Payment of principal to CIA Certificateholders
7. Payment of principal to Principal Funding Account
8. Amount returned to Bank
Total Principal Allocations ----------
==========
(1)Investor Monthly Servicing Fee paid to First USA Bank
(2) Total Default Amounts paid to First USA Bank
(3) Excess Spread paid to Spread Account, then to First USA Bank
(a) Interest on Spread Account Balance
(4) Monthly Principal Collections to First USA Bank
----------
Total to First USA Bank
(5) Deposit to Spread Account (Excess Spread if not funded by
Spread Replacement Amount from Morgan)
(6) Deposit to Reserve Account
(7) Interest payment to Class A Certificateholders (DTC)
(8) Interest payment to Class B Certificateholders (DTC)
(9) Interest payment to CIA Certificateholders
(10) Certificate Principal to Principal Funding Account
(11) Principal to Certificateholders (DTC)
(12) Investor Principal Collections to other Series
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS SERIES 1996-6
Page 8
(13) Monthly Principal Payment to CIA Certificateholders
(14) Excess Spread paid to and retained in Spread Account
----------
Total Disbursements
==========
Total Class A, B and C funds to be allocated
==========
----------------------------
Account to satisfy Cap Amount (funded by Morgan)
<PAGE>
EXHIBIT F
MONTHLY CERTIFICATEHOLDERS' STATEMENT
FIRST USA BANK
-------------------------------------------
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1996-6
-------------------------------------------
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 Certifi- cateholders 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
1996-6 Certificate (a "Certificate"). Certain other information is presented
based on the aggregate amount for the Trust as a whole. Capitalized terms used
in this Monthly Certificateholders' Statement have their respective meanings set
forth in the Pooling and Servicing Agreement.
1. Information Regarding the Current Monthly Distribution.
------------------------------------------------------
A. The total amount of the distribution to
Certificateholders on the Distribution Date per
$1,000 original certificate principal amount
Class A
Class B
----------
CIA Inv. Amt.
Total (weighted avg.)
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT Series 1996-6
PAGE 2
B. The amount of the distribution set forth in
paragraph 1 above in respect of interest on the Certificates,
per $1,000 original
certificate principal amount
Class A
Class B
----------
CIA Inv. Amt.
Total (weighted avg.)
C. The amount of the distribution set forth in paragraph 1
above in respect of principal on the Certificates, per
$1,000 original certificate principal amount
Class A
Class B
CIA Inv. Amt. ----
- --------------------------------------------------------------------------------
Total ==========
2. Information Regarding the Performance of the Trust.
---------------------------------------------------
A. Allocation of Principal Receivables.
------------------------------------
The aggregate amount of Allocations of Principal
Receivables processed during the Monthly Period which
were allocated in respect of the Certificates
Class A
Class B
CIA Inv. Amt. ----
- --------------------------------------------------------------------------------
Total ==========
B. Allocation of Finance Charge Receivables.
-----------------------------------------
(a) The aggregate amount of Allocations of Finance
Charge Receivables processed during the Monthly
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT Series 1996-6
PAGE 3
Period which were allocated in respect of the
Certificates
Class A
Class B
CIA Inv. Amt. ----
- --------------------------------------------------------------------------------
Total ==========
(b) Principal Funding Investment Proceeds (to Class A) N/A
(c) Withdrawals from Reserve Account (to Class A) N/A
Class A Available Funds ----------
====
================================================================================
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
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT Series 1996-6
PAGE 4
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. ----
- --------------------------------------------------------------------------------
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. ----
- --------------------------------------------------------------------------------
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
----------
==========
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT Series 1996-6
PAGE 5
E. Monthly Investor Default Amount.
--------------------------------
(a) The aggregate amount of all defaulted Principal
Receivables written off as uncollectible during the
Monthly Period allocable to the Invested Amount (the
aggregate "Investor Default Amount")
Class A
Class B
CIA Inv. Amt. ----
- --------------------------------------------------------------------------------
Total ==========
F. Investor Charge-Offs & Reimbursements of Charge-Offs.
----------------------------------------------------
(a) The aggregate amount of Class A Investor Charge-
Offs and the reductions in the Class B Invested
Amount and the CIA Invested Amount
Class A
Class B
CIA Inv. Amt. ----
- --------------------------------------------------------------------------------
Total ==========
(b) The amounts set forth in paragraph 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 and the
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT Series 1996-6
PAGE 6
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.
-----------------------
(a) The amount of the Investor Monthly Servicing Fee
payable by the Trust to the Servicer for the
Monthly Period
Class A
Class B
CIA Inv. Amt. ----
- --------------------------------------------------------------------------------
Total ==========
H. Reallocated Principal Collections
---------------------------------
The amount of Reallocated CIA and Class B
Principal Collections applied in respect of Interest
Shortfalls, Investor Default Amounts or Investor
Charge-Offs for the prior month.
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT Series 1996-6
PAGE 7
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
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
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT Series 1996-6
PAGE 8
3. Information Regarding the Principal Funding Account
---------------------------------------------------
A. Accumulation Period
-------------------
(a) Accumulation Period commencement date
(b) Accumulation Period length (months)
(c) Accumulation Period Factor
(d) Required Accumulation Factor Number
(e) Controlled Accumulation Amount
(f) Minimum Payment Rate (last 12 months)
B. Principal Funding Account
-------------------------
Beginning Balance
Plus: Principal Collections for Related Monthly Period from
Principal Account
Plus: Interest on Principal Funding Account Balance for
Related Monthly Period N/A
Less: Withdrawals to Finance Charge Account N/A
Less: Withdrawals to Distribution Account ----------
Ending Balance
C. Accumulation Shortfall
----------------------
The Controlled Deposit Amount for the previous
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
==========
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT Series 1996-6
PAGE 9
D. Principal Funding Investment Shortfall
--------------------------------------
Covered Amount N/A
Less: Principal Funding Investment Proceeds N/A
-------------------------
Principal Funding Investment Shortfall N/A
4. Information Regarding the Reserve Account
A. Required Reserve Account Analysis
(a) Required Reserve Account Amount percentage
(0.5% of Class A Invested Amount or other amount
designated by Transferor)
(b) Required Reserve Account Amount ($)
(c) Required Reserve Account Balance after effect of
any transfers on the Related Transfer Date
(d) Reserve Draw Amount transferred to the Finance
Charge Account on the Related Transfer Date
B. Reserve Account Investment Proceeds
-----------------------------------
Reserve Account Investment Proceeds transferred to the
Finance Charge Account on the Related Transfer Date N/A
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>
MONTHLY CERTIFICATEHOLDERS' STATEMENT Series 1996-6
PAGE 10
<PAGE>
EXHIBIT G
[DATE]
First USA Bank
201 North Walnut Street
Wilmington, Delaware 19801
The Bank of New York (Delaware)
White Clay Center
Route 273
Newark, Delaware 19711
Re: CIA Certificates, Series 1996-6
----------------------------------------------
Ladies and Gentlemen:
In connection with our proposed purchase of $_________ in principal
amount of First USA Credit Card Master Trust, CIA Certificates, Series 1996-6
(the "CIA Certificates"), we confirm that:
1. We have received a copy of the Private Placement Memorandum dated
October 17, 1996 relating to the CIA Certificates (the "Private Placement
Memorandum") and such other information and documentation as we deem necessary
in order to make our investment decision. We understand that the Private
Placement Memorandum and any such other information and documentation speaks
only as of its date and that the information contained in the Private Placement
Memorandum and such other information and documentation may not be correct or
complete as of any time subsequent to such date.
2. We agree to be bound by the restrictions and conditions set forth in
the Pooling and Servicing Agreement, dated as of September 1, 1992, as
supplemented by the Series 1996-6 Supplement dated as of November 13, 1996 (the
"Series 1996-6 Supplement" and together with the Pooling and Servicing
Agreement, the "Pooling and Servicing Agreement"), each by and between First USA
<PAGE>
Bank, as transferor and servicer, and The Bank of New York (Delaware) relating
to the CIA Certificates and agree to be bound by, and not reoffer, resell,
pledge or otherwise transfer (any such act, a "Transfer") the CIA Certificates
except in compliance with, such restrictions and conditions including but not
limited to those in Section 11 of the Series 1996-6 Supplement.
3. We understand that the CIA Certificates have not been and will not
be registered under the Securities Act of 1933, as amended (the "Securities
Act") or any state securities law and agree that the CIA Certificates may be
reoffered, resold, pledged or otherwise transferred only in compliance with the
Securities Act and other applicable laws and only (i) to the Transferor, (ii) to
a limited number of institutional "accredited investors" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act) and in a transaction exempt
from the registration requirements of the Securities Act (upon delivery of the
documentation required by the Pooling and Servicing Agreement and, if the
Trustee so requires, an opinion of counsel satisfactory to the Trustee) or (iii)
pursuant to Rule 144A under the Securities Act to a person that we reasonably
believe is a qualified institutional buyer within the meaning of Rule 144A
("QIB") purchasing for its own account or a QIB purchasing for the account of a
QIB, whom we have informed, in each case, that the reoffer, resale, pledge or
other transfer is being made in reliance on Rule 144A.
4. We have neither acquired nor will we Transfer any CIA Certificate we
acquire (or any interest therein) or cause any CIA Certificate (or any interest
therein) to be marketed on or through an "established securities market" within
the meaning of Section 7704(b)(1) of the Internal Revenue Code of 1986, as
amended (the "Code") and any treasury regulation thereunder, including, without
limitation, an over-the-counter-market or an interdealer quotation system that
regularly disseminates firm buy or sell quotations.
5. We are not and will not become, for so long as we own any interest
in the CIA Certificates, a partnership, Subchapter S corporation or grantor
trust for United States federal income tax purposes. [If this representation
cannot be made, the Transferor, the Servicer or the Trustee may require
additional representations.]
<PAGE>
6. We are a person who is either (A)(i) a citizen or resident of the
United States, (ii) a corporation or other entity organized in or under the laws
of the United States or any political subdivision thereof or (iii) a person not
described in (i) or (ii) whose ownership of the CIA Certificates is effectively
connected with a such person's conduct of a trade or business within the United
States (within the meaning of the Code) and our ownership of any interest in a
CIA Certificate will not result in any withholding obligation with respect to
any payments with respect to the CIA Certificates by any person or (B) an estate
or trust the income of which is includible in gross income for United States
federal income tax purposes. We agree that if we are a person described in
clause (A)(iii) above, we will furnish to the person from whom we are acquiring
a CIA Certificate, the Servicer and the Trustee, a properly executed U.S.
Internal Revenue Service Form 4224 and a new Form 4224, or any successor
applicable form, upon the expiration or obsolescence of any previously delivered
form (and such other certifications, representations or opinions of counsel as
may be requested by the Transferor, the Servicer or the Trustee). We recognize
that if we are a tax-exempt entity, payments with respect to the CIA
Certificates may constitute unrelated business taxable income.
7. We understand that no subsequent Transfer of a CIA Certificate is
permitted unless (i) such Transfer is of a CIA Certificate with a denomination
of at least $1,000,000 and (ii) the Transferor and the Servicer each consent in
writing to the proposed Transfer, which consent shall be granted (assuming that
all other conditions to such Transfer are satisfied) unless either the Trans-
feror 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 10 holders of CIA Certificates of
Series 1996-6 or such other number as may be consented to by the Trans- feror
which consent may be withheld in its sole and absolute discretion.
<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 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 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 Internal Revenue Code of 1986, as amended, (iii) a
governmental plan, as defined in Section 3(32) of ERISA, subject to any federal,
state or local law which is, to a material extent, similar to the provisions of
Section 406 of ERISA or Section 4975 of the Code, (iv) an entity whose
underlying assets include plan assets by reason of a plan's investment in the
entity or (v) a person investing "plan assets" of any such plan (including for
purposes of clause (iv) or (v) any insurance company general account, but
excluding any entity registered under the Investment Company Act of 1940, as
amended) (each Person described in clauses (i) through (v), a "Plan Purchaser").
[If the representations contained in any of clauses (i) through (v) above cannot
be given, a purchaser also will be
G-4
<PAGE>
required to represent that it understands that the aggregate percentage of the
CIA Invested Amount Transferred to Plan Purchasers may at no time equal or
exceed 25% of the CIA Invested Amount, such representation to read substantially
as follows: "We acknowledge and understand that at no time shall the aggregate
percentage of the CIA Invested Amount Transferred to Plan Purchasers equal or
exceed 25% of the CIA Invested Amount."]
12. We understand that any purported Transfer of any CIA Certificate in
contravention of the restrictions and conditions in paragraphs 1 through 11
above (including any violation of the representation in paragraph 5 by an
investor who continues to hold a CIA Certificate occurring any time after the
Transfer in which it acquired such CIA Certificate) shall be null and void and
the purported transferee shall not be recognized by the Trust or any other
person as a CIA Certificateholder for any purpose.
13. We further understand that, on any proposed resale, pledge or
transfer of any CIA Certificates, we will be required to furnish to the Trustee
and the Registrar, such certification and other information as the Trustee or
the Registrar may reasonably require to confirm that the proposed sale complies
with the foregoing restrictions and with the restrictions and conditions of the
CIA Certificates and the Pooling and Servicing Agreement pursuant to which the
CIA Certificates were issued and we agree that if we determine to Transfer any
CIA Certificate, we will cause our proposed transferee to provide the
Transferor, the Servicer and the Trustee with a letter substantially in the form
of this letter. We further understand that CIA Certificates purchased by us will
bear a legend to the foregoing effect.
14. The person signing this letter on behalf of the ultimate beneficial
purchaser of the CIA Certificates has been duly authorized by such beneficial
purchaser of the CIA Certificates to do so.
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
