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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) September 17, 1998
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FIRST USA BANK, NATIONAL ASSOCIATION
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(Exact name of registrant as specified in its charter)
(ORIGINATOR OF THE FIRST USA CREDIT CARD MASTER TRUST)
<TABLE>
<S> <C> <C>
LAWS OF THE UNITED STATES 333-24227 76-0039224
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification
incorporation or organization) Number)
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201 NORTH WALNUT STREET, WILMINGTON, DELAWARE 19801
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(Address of principal executive offices) (Zip Code)
302/594-4117
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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 September 17, 1998, First USA Bank, National Association, (the
"Bank"), a wholly owned subsidiary of First USA Financial, Inc., which is a
wholly owned subsidiary of Banc One Corporation, completed the securitization
of approximately $1,506,025,000 of credit card receivables. The securitization
consists of First USA Credit Card Master Trust Series 1998-7 and 1998-8.
Series 1998-7 consists of $750,000,000 Class A Floating Rate Asset
Backed Certificates, and $67,770,000 Class B Floating Rate Asset Backed
Certificates, each of which has an average life of approximately three years.
Series 1998-7 also consists of $85,845,000 Excess Collateral, which will be
subordinated to the Class A and Class B certificates and will provide credit
enhancement for the benefit of certificateholders.
Series 1998-8 consists of $500,000,000 Class A Floating Rate Asset
Backed Certificates, and $45,180,000 Class B Floating Rate Asset Backed
Certificates, each of which has an average life of approximately seven years.
Series 1998-8 also consists of $57,230,000 Excess Collateral, which will be
subordinated to the Class A and Class B certificates and will provide credit
enhancement for the benefit of certificateholders.
First USA Bank, National Association 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 Statement, Pro Forma Financial Information and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits
1.1 Underwriting Agreement of First USA Credit Card Master Trust,
Series 1998-7 dated as of September 3, 1998, between First
USA Bank, N.A. and Banc One Capital Markets, Inc., as
Representative of the Underwriters set forth therein.
1.2 Underwriting Agreement of First USA Credit Card Master Trust,
Series 1998-8 dated as of September 11, 1998, between First
USA Bank, N.A., and Credit Suisse First Boston Corporation.
99.1 Series 1998-7 Supplement, dated as of September 17, 1998, to
the Pooling and Servicing Agreement, dated as of September 1,
1992, between First USA Bank, N.A., as Transferor and
Servicer, and The Bank of New York (Delaware), as Trustee.
99.2 Series 1998-8 Supplement, dated as of September 17, 1998, to
the Pooling and Servicing Agreement, dated as of September 1,
1992, between First USA Bank, N.A., as Transferor and
Servicer, and The Bank of New York (Delaware), as Trustee.
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SIGNATURE
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.
FIRST USA BANK, NATIONAL ASSOCIATION
As Servicer
By: /s/ TRACIE H. KLEIN
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Tracie H. Klein
Vice President
Date: October 5, 1998
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
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1.1 Underwriting Agreement of First USA Credit
Card Master Trust, Series 1998-7 dated as of
September 3, 1998, between First USA Bank,
N.A. and Banc One Capital Markets, Inc., as
Representative of the Underwriters set forth
therein.
1.2 Underwriting Agreement of First USA Credit
Card Master Trust, Series 1998-8 dated as of
September 11, 1998, between First USA Bank,
N.A., and Credit Suisse First Boston
Corporation.
99.1 Series 1998-7 Supplement, dated as of
September 17, 1998, to the Pooling and
Servicing Agreement, dated as of September 1,
1992, between First USA Bank, N.A., as
Transferor and Servicer, and The Bank of New
York (Delaware), as Trustee.
99.2 Series 1998-8 Supplement, dated as of
September 17, 1998, to the Pooling and
Servicing Agreement, dated as of September 1,
1992, between First USA Bank, N.A., as
Transferor and Servicer, and The Bank of New
York (Delaware), as Trustee.
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First USA Credit Card Master Trust
Class A Floating Rate Asset Backed Certificates,
Series 1998-7
Class B Floating Rate Asset Backed Certificates,
Series 1998-7
UNDERWRITING AGREEMENT
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September 3, 1998
Banc One Capital Markets, Inc.,
as Representative of the
Underwriters set forth herein
150 East Gay Street, 24th Floor
Columbus, Ohio 43215
Ladies and Gentlemen:
First USA Bank, N.A., a national banking association (the
"Bank"), has duly authorized the issuance and sale to Banc One Capital Markets,
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Inc. (the "Representative"), Bear, Stearns & Co., Inc., First Chicago Capital
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Markets, Inc., Lehman Brothers Inc., and Salomon Brothers Inc as underwriters
(collectively with the Representative, the "Underwriters" and each individually,
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an "Underwriter") of First USA Credit Card Master Trust $750,000,000 aggregate
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principal amount of Class A Floating Rate Asset Backed Certificates, Series
1998-7 (the "Class A Certificates") and of First USA Credit Card Master Trust
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$67,770,000 aggregate principal amount of Class B Floating Rate Asset Backed
Certificates, Series 1998-7 (the "Class B Certificates" and, together with the
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Class A Certificates, the "Certificates"). The Certificates will be issued
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pursuant to a Pooling and Servicing Agreement dated as of September 1, 1992, as
amended as of the date hereof (the "Master Pooling and Servicing Agreement"), as
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supplemented by the Series 1998-7 Supplement, dated as of the Closing Date (the
"Supplement" and, together with the Master Pooling and Servicing Agreement, the
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"Pooling and Servicing Agreement"), each by and between the Bank, as transferor
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and servicer, and The Bank of New York (Delaware), a Delaware banking
corporation, as trustee (in such capacity, 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 MasterCard(R) and VISA(R)(1) 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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(Registration No. 333-24227) pursuant to Rule 415 under the Securities Act of
1933, as amended (such act, the "Act"). The Bank may have filed one or more
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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, including any amendments thereto, 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
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(1) VISA(R) and MasterCard(R) are registered trademarks of Visa
USA Incorporated and MasterCard International
Incorporated, respectively.
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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) hereof) filed on Form 8-K), is hereinafter referred
to as the "Registration Statement," and any prospectus supplement (the
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"Prospectus Supplement") relating to the Certificates, as filed with the
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Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") under
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the Act is, together with the prospectus filed as part of the Registration
Statement (such prospectus, in the form it appears in the Registration Statement
or in the form most recently revised and filed with the Commission pursuant to
Rule 424(b) being hereinafter referred to as the "Basic Prospectus"),
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hereinafter referred to as the "Prospectus". "Execution Time" shall mean the
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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 under the Act (the "Rules and Regulations"); on
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the Effective Date, the Registration Statement did not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein not
misleading; and on the date of any filing pursuant to Rule 424(b) and on the
Closing Date, the Prospectus did not or will not include any untrue statement of
a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that the Bank makes no representation
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or warranty as to the information contained in or omitted from the Registration
Statement or the Prospectus in reliance upon and in conformity with information
furnished in writing to the Bank by the Underwriters specifically for use in
connection with preparation of the Registration Statement or the Prospectus.
(c) Since the respective dates as of which
information is given in the Registration Statement and the Prospectus, (i) there
has not been any material adverse change, or any development involving a
prospective material adverse change, in or affecting the general affairs,
business, management, financial condition, stockholders' equity, results of
operations, regulatory status or business prospects of the Bank and (ii) the
Bank has not entered into any transaction or agreement (whether or not in the
ordinary course of business) material to the Bank that, in either case, would
reasonably be
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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 national banking association under the laws of the
United States, and has full corporate power, authority and legal right to own
its properties and conduct its business as such properties are presently owned
and such business is presently conducted, and to execute, deliver and perform
its obligations under this Agreement, the Pooling and Servicing Agreement, the
Certificates and the Transfer and Administration Agreement, dated as of the
Closing Date (the "Transfer and Administration Agreement"), between the Bank and
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Bankers Trust (Delaware), a Delaware banking corporation, not in its individual
capacity but solely as Owner Trustee on behalf of the First USA Secured Note
Trust 1998-7 (in such capacity, the "Owner Trustee").
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(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.
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(h) The Transfer and Administration 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 Transfer and Administration 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.
(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 Transfer and Administration
Agreement or the Pooling and Servicing Agreement, nor the consummation of any of
the trans actions herein or therein contemplated, nor the fulfillment of the
terms of the Certificates, the Pooling and Servicing Agreement, the Transfer and
Administration Agreement or this Agreement, will result in the breach of any
term or provision of the organizational documents 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, govern mental 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 Transfer and Administration Agreement or the Certificates.
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(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 Transfer and Administration
Agreement, the Pooling and Servicing Agreement, or the Certificates, (ii) assert
the invalidity of this Agreement, the Transfer and Administration 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 Transfer and Administration 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 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 Transfer and
Administration 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 Transfer and Administration 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 Transfer and Administration
Agreement, the Pooling and Servicing Agreement, or the Certificates or the
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consummation of the transactions contemplated hereby or thereby except the
filing of Uniform Commercial Code financing statements with respect to the
Receivables.
(o) PricewaterhouseCoopers LLP who have audited
certain financial statements of Banc One Corporation are independent public
accountants as required by the Act and the Rules and Regulations.
(p) As of the Closing Date, the Principal Receivables
transferred to the Trust pursuant to the Pooling and Servicing Agreement will
have an aggregate balance of not less than the sum of (i) the aggregate
outstanding principal amount of all classes of all Series outstanding at the
close of business on the Closing Date (including Series 1998-7), plus (ii) 4% of
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the amount stated in clause (i).
(q) The Trust is not, and will not be as a result of
the issuance and sale of the Certificates, an "investment company" or a company
"controlled by" an investment company within the meaning of the Investment
Company Act of 1940, as amended (the "1940 Act").
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2. Purchase, Sale, Payment and Delivery of Certificates. On
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the basis of the representations, warranties and agreements herein contained,
but subject to the terms and conditions herein set forth, the Bank agrees to
sell to the Underwriters, and the Underwriters agree, severally and not jointly,
to purchase from the Bank, on September 17, 1998 or on such other date as shall
be mutually agreed upon by the Bank and the Underwriters (the "Closing Date"),
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the amount and type of Certificates set forth in Schedule A opposite the name of
each such Underwriter. The Class A Certificates being purchased by the
Underwriters hereunder are to be purchased at a purchase price equal to 99.775%
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 99.725%
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 LLP, 919
Third Avenue, New York, New York 10022, at 10:00 a.m., New York City time, on
the Closing Date. Payment of the purchase price for the Certificates being sold
and purchased hereunder shall be made on the Closing Date by wire transfer of
Federal or other immediately available funds to an account to be designated one
business day prior to the Closing Date by the Bank, against delivery of the
Certificates at the
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Closing on the Closing Date. Each of the Certificates to be so 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 1998-7 Term Sheet, dated September 2, 1998, relating to the
Certificates (the "1998-7 Term Sheet") prepared by the Bank and attached hereto
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as Exhibit A, subject to the following conditions:
(i) Such Underwriter shall have complied with the
requirements of (A) 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"), (B) the
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requirements of the no-action letter, dated February 17, 1995, issued
by the Commission to the Public Securities Association (the "PSA
---
Letter") and (C) the requirements of the no-action letter, dated April
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5, 1996, issued by the Commission to Greenwood Trust Company (the
"Greenwood Letter" and, together with the Kidder/PSA Letter and the PSA
----------------
Letter, the "No-Action Letters").
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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 1998-7
Term Sheet, it has not and will not use any information that
constitutes "Series Term Sheets," "ABS Term Sheets," "Structural Term
Sheets" or "Collateral Term Sheets" with respect to the offering of the
Certificates. For purposes hereof, "Series Term Sheet" shall have the
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meaning given such term in the Greenwood Letter and "Computational
-------------
Materials" shall have the meaning given such term in the No-Action
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Letters. For purposes hereof, "ABS Term Sheets," "Structural Term
--------------- ---------------
Sheets" and "Collateral Term Sheets" shall have the meanings given such
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terms in the PSA Letter.
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4. Certain Agreements of the Bank. The Bank covenants and
-------------------------------
agrees with the several Underwriters as follows:
(a) Immediately following the execution of this
Agreement, the Bank will prepare a Prospectus Supplement setting forth the
amount of Certificates covered thereby and the terms thereof not otherwise
specified in the Basic Prospectus, the price at which such Certificates are to
be purchased by the Underwriters, the initial public offering price, the selling
concessions and allowances, and such other information as the Bank deems
appropriate. The Bank will transmit the Prospectus including such Prospectus
Supplement to the Commission pursuant to Rule 424(b) by a means reasonably
calculated to result in filing that complies with all applicable provisions of
Rule 424(b). The Bank will advise the Representative promptly of any such filing
pursuant to Rule 424(b).
(b) The Bank will advise the Representative promptly
of any proposal to amend or supplement the Registration Statement or the
Prospectus and will not effect such amendment or supplement without the consent
of the Representative, which consent will not unreasonably be withheld; the Bank
will also advise the Representative promptly of any request by the Commission
for any amendment of or supplement to the Registration Statement or the
Prospectus or for any additional information; and the Bank will also advise the
Representative promptly of any amendment or supplement to the Registration
Statement or the Prospectus and of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or the
institution or threat of any proceeding for that purpose and the Bank will use
its best efforts to prevent the issuance of any such stop order and to obtain as
soon as possible the lifting of any issued stop order.
(c) If, at any time when a prospectus relating to the
Certificates is required to be delivered under the Act, any event occurs as a
result of which the Prospectus as then amended or supplemented would include an
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, or if it is necessary at any time to amend or
supplement the Prospectus to comply with the Act, the Bank promptly will advise
the Representative thereof and will prepare and file, or cause to be prepared
and filed, with the Commission an amendment or supplement which will correct
such statement or omission, or an amendment or supplement which will effect such
compliance. Any such filing shall not operate as a
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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 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
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of the Commission thereunder and (ii) from time to time, any other information
concerning the Bank filed with any government or
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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 1998-7 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 1998-7 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
Transfer and Administration 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 1998-7 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
$204,443 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 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 PricewaterhouseCoopers 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 BANC ONE
CORPORATION 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
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<PAGE> 13
Representative, the effect of any such outbreak, escalation, declaration,
calamity, or emergency makes it impractical or inadvisable to proceed with
completion of the sale of and payment for the Certificates.
(d) At the Closing Date, the Bank shall have
furnished to the Representative certificates of a vice president or more senior
officer of the Bank as to the accuracy of the representations and warranties of
the Bank herein at and as of the Closing Date, as to the performance by the Bank
of all of its obligations hereunder to be performed at or prior to such Closing
Date, and as to such other matters as the Representative may reasonably request.
(e) Clinton W. Walker, General Counsel of 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 organized and is
validly existing as a national banking association in good
standing under the laws of the United States with full power
and authority (corporate and other) to own its properties and
conduct its business, as presently owned and conducted by it,
and to enter into and perform its obligations under this
Agreement, the Transfer and Administration 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 Certificates have been duly authorized,
executed and delivered by the Bank and, when duly
authenticated by the Trustee in accordance with the terms of
the Pooling and Servicing Agreement and delivered to and paid
for by the Underwriters in accordance with the terms of this
Agreement, will be validly issued and outstanding and entitled
to the benefits provided by the Pooling and Servicing
Agreement;
13
<PAGE> 14
(iii) Each of the Pooling and Servicing
Agreement and the Transfer and Administration Agreement 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;
(iv) This Agreement has been duly authorized,
executed and delivered by the Bank;
(v) 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;
(vi) 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 with, or result in a breach or violation of any
term or provision of, or result in a default
14
<PAGE> 15
under any of the terms and provisions of, the Bank's
organizational documents 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;
(vii) 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;
(viii) 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 opinion) comply
as to form with the Act and the Rules and Regulations;
(ix) 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
(x) 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 his discussions with the Bank, its
accountants and others, however, no facts have come to its
attention that cause him to believe that the Prospectus
(except for the financial statements, financial schedules and
other
15
<PAGE> 16
financial and statistical data included therein, as to which
such counsel expresses no opinion), 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
from Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the Bank, to
the effect that the Representative may rely on its opinion to Moody's Investors
Service, Inc. ("Moody's"), Standard & Poor's Ratings, a division of The
-------
McGraw-Hill Companies, Inc.("Standard & Poor's"), and Fitch IBCA, Inc. ("Fitch")
----------------- -----
with respect to certain bank regulatory matters.
(g) The Representative shall have received an opinion
of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Bank,
addressed to the Representative, dated the Closing Date and satisfactory in form
and substance to the Representative and its counsel, to the effect that the
Certificates will be treated as indebtedness for Federal income tax purposes and
for Delaware income tax purposes.
(h) The Representative shall have received from
Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Underwriters, such
opinion or opinions, dated the Closing Date, substantially to the effect that:
(i) Each of the Pooling and Servicing Agreement
and the Transfer and Administration 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 national banking associations
as the same may be applied in the event of the
16
<PAGE> 17
bankruptcy, insolvency, receivership, reorganization,
moratorium or other similar event in respect of the Bank, (b)
general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in
equity) and (c) the qualification that certain of the remedial
provisions of the Agreements may be unenforceable in whole or
in part, but the inclusion of such provisions does not affect
the validity of the Agreements taken as a whole, and the
Agreements, together with applicable law, contain adequate
provisions for the practical realization of the benefits of
the security created thereby and (y) such counsel expresses no
opinion as to the enforceability of any rights to contribution
or indemnification which are violative of public policy
underlying any law, rule or regulation;
(ii) The Certificates, when executed and
authenticated in accordance with the terms of the Pooling and
Servicing Agreement and delivered to and paid for by the
Underwriters pursuant to this Agreement, will be duly and
validly issued and outstanding and will be entitled to the
benefits of the Pooling and Servicing Agreement;
(iii) This Agreement has been duly authorized,
executed and delivered by the Bank;
(iv) Neither the execution, delivery or
performance by the Bank of the Agreements or this Agreement,
nor the compliance by the Bank with the terms and provisions
thereof or hereof, will contravene any provision of any
applicable law;
(v) Based on such counsel's review of applicable
laws, no governmental approval, which has not been obtained or
taken and is not in full force and effect, is required to
authorize or is required in connection with the execution,
delivery or performance of the Agreements by the Bank;
17
<PAGE> 18
(vi) The Certificates, the Pooling and Servicing
Agreement and this Agreement conform in all material respects
to the descriptions thereof contained in the Prospectus;
(vii) The Pooling and Servicing Agreement is not
required to be qualified under the Trust Indenture Act of
1939, as amended, and the Trust is not required to be
registered under the 1940 Act;
(viii) The statements in the Prospectus under
the heading "Certain Legal Aspects of the Receivables", to the
extent that they constitute matters of law or legal
conclusions with respect thereto, have been reviewed by such
counsel and are correct in all material respects; and
(ix) Each of the Registration Statement, as of
its effective date, and the Prospectus, as of its date,
appeared on its face to be appropriately responsive in all
material respects to the requirements of the Act and the
General Rules and Regulations under the Act, except that in
each case such counsel expresses no opinion as to the
financial data included therein or excluded therefrom or the
exhibits to the Registration Statement, and such counsel does
not assume any responsibility for the accuracy, completeness
or fairness of the statements contained in the Registration
Statement and the Prospectus.
Such opinion shall also state that such counsel has
participated in conferences with officers and representatives of the Bank,
counsel for the Bank, representatives of the independent accountants of the Bank
and the Underwriters at which the contents of the Prospectus and related matters
were discussed and, although such counsel need not pass upon, and need not
assume any responsibility for, the accuracy, completeness or fairness of the
statements contained in the Prospectus and shall have made no independent check
or verification thereof, except for those made under the caption "Certain Legal
Aspects of the Receivables" to
18
<PAGE> 19
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 Prospectus or excluded therefrom.
(i) McGuire, Woods, Battle & Boothe, L.L.P., counsel
for The Bank of New York, a New York banking corporation ("BONY"), in connection
----
with the Agency Agreement, dated as of December 4, 1995, between BONY and the
Trustee (the "Agency Agreement"), and counsel for the Trustee, shall have
----------------
furnished to the Representative its 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;
(iv) The Supplement has been duly authorized,
executed and delivered by the Trustee, and the Pooling and
Servicing Agreement constitutes a legal, valid and binding
19
<PAGE> 20
agreement of the Trustee, enforceable against the Trustee in
accordance with its 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 against the Trustee may be subject to the
application of general principles of equity (regardless of
whether considered or applied in a proceeding in equity or at
law), and (z) that certain remedial provisions of the Pooling
and Servicing Agreement may be unenforceable, in whole or in
part against the Trustee, 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 performance by the Trustee of its
obligations under the Pooling and Servicing 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 performance by the Trustee of its
obligations under the Pooling and Servicing Agreement, do not
require any approval, authorization or other action by, or
filing with, any
20
<PAGE> 21
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) Richards, Layton & Finger, counsel for First USA
Secured Note Trust 1998-7 (the "Owner Trust") in connection with the Transfer
and Administration Agreement and the Indenture dated as of the Closing Date,
between the Owner Trust and The Bank of New York, as indenture trustee, shall
have furnished to the Representative its 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 Owner Trust is a business trust duly
formed, validly existing and in good standing under the laws
of the State of Delaware and has the power and authority to
execute, deliver and perform its obligations under the
Transfer and Administration Agreement and the Indenture;
(ii) The Transfer and Administration Agreement,
the Indenture and the secured notes issued by the Owner Trust
pursuant to the Indenture (the "Notes") have been duly
-----
authorized, executed and delivered by the Owner Trust, and the
Transfer and Administration Agreement, the Indenture and the
Notes constitute legal, valid and binding agreements of the
Owner Trust, enforceable against the Owner Trust 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 Owner
Trustee), (y) that the enforceability of the Transfer and
Administration Agreement, the Indenture and the Notes against
the Owner Trust may be subject to the application of general
principles of equity (regardless of
21
<PAGE> 22
whether considered or applied in a proceeding in equity or at
law), and (z) that certain remedial provisions of the Transfer
and Administration Agreement and the Indenture may be
unenforceable, in whole or in part against the Owner Trust,
but the inclusion of such provisions does not affect the
validity of the Transfer and Administration Agreement and the
Indenture, taken as a whole, and the Transfer and
Administration 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;
(iii) The execution and delivery by the Owner
Trust of the Transfer and Administration Agreement, the
Indenture and the Notes and the performance by the Owner Trust
of its obligations under the Transfer and Administration
Agreement, the Indenture and the Notes do not conflict with or
result in a violation of (x) any law or regulation of the
State of Delaware applicable to the Owner Trust, or (y) the
Trust Agreement; and
(iv) The execution and delivery by the Owner
Trust of the Transfer and Administration Agreement, the
Indenture and the Notes and the performance by the Owner
Trustee of its obligations under the Transfer and
Administration Agreement, the Indenture and the Notes do not
require any approval, authorization or other action by, or
filing with, any governmental authority of the State of
Delaware having jurisdiction over the Owner Trust, except such
as have been obtained, taken or made.
(k) Richards, Layton & Finger, counsel for the Owner
Trustee in connection with the Trust Agreement, dated as of September 15, 1998,
between the Bank and the Owner Trustee, shall have furnished to the
Representative its written opinion, addressed to the
22
<PAGE> 23
Representative and dated the Closing Date, in form and substance satisfactory to
the Representative and its counsel, substantially to the effect that:
(i) The Owner 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 Trust Agreement;
(ii) The Trust Agreement has been duly
authorized, executed and delivered by the Owner Trustee, and
the Trust Agreement constitutes a legal, valid and binding
agreement of the Owner Trustee, enforceable against the Owner
Trustee in accordance with its 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 Owner Trustee), (y) that the enforceability of the
Trust Agreement against the Owner Trustee may be subject to
the application of general principles of equity (regardless of
whether considered or applied in a proceeding in equity or at
law), and (z) that certain remedial provisions of the Trust
Agreement may be unenforceable, in whole or in part against
the Owner Trustee, but the inclusion of such provisions does
not affect the validity of the Trust Agreement, taken as a
whole, and the Trust 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;
(iii) The execution and delivery by the Owner
Trustee of the Trust
23
<PAGE> 24
Agreement, and the performance by the Owner Trustee of its
obligations under the Trust 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 Owner Trustee, or (y)
the organizational documents of the Owner Trustee; and
(iv) The execution and delivery by the Owner
Trustee of the Trust Agreement and the performance by the
Owner Trustee of its obligations under the Trust 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 Owner Trustee, except
such as have been obtained, taken or made.
(l) The Representative shall have received evidence
satisfactory to the Representative and its counsel that, on or before the
Closing Date, 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.
(m) The Class A Certificates shall be rated "AAA" by
Standard & Poor's, "Aaa" by Moody's and "AAA" by Fitch and the Class B
Certificates shall be rated at least "A" by Standard & Poor's, at least "A2" by
Moody's and at least "A+" by Fitch on the Closing Date, and letters to such
effect dated the Closing Date shall have been received from each Rating Agency.
(n) 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.
---------------------------------
24
<PAGE> 25
(a) The Bank agrees to indemnify and hold harmless
each Underwriter and each person, if any, who controls any Underwriter within
the meaning of Section 15 of the Act and under Section 20 of the Exchange Act
against any and all losses, claims, damages or liabilities to which they may
become subject insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in the Registration
Statement, the Prospectus, or in any revision or amendment thereof or supplement
thereto or any related preliminary prospectus, or arise out of or are based upon
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party for any legal or other expenses
reasonably incurred by it in connection with investigating or defending any such
loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that the Bank will not be liable in any such case to the
- -------- -------
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written
information furnished to the Bank by any Underwriter specifically for use
therein or any revision or amendment thereof or supplement thereto. The
foregoing indemnification with respect to any untrue statement or omission in
any preliminary prospectus or prospectus supplement shall not inure to the
benefit of any Underwriter from whom the person asserting any such losses,
claims, damages or liabilities purchased Certificates, or any person controlling
such Underwriter, if a copy of the Prospectus (as then amended or supplemented
if the Bank shall have furnished any amendments or supplements thereto) was not
sent or given by or on behalf of such Underwriter to such person, if such is
required by law, at or prior to the written confirmation of the sale of such
Certificates to such person and if the Prospectus (as so amended or
supplemented) would have cured the defect giving rise to such loss, claim,
damage or liability provided that the 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.
25
<PAGE> 26
(b) Each Underwriter severally and not jointly agrees
to indemnify and hold harmless the Bank, its directors, each of the Bank's
officers who signed the Registration Statement and each person, if any, who
controls the Bank within the meaning of Section 15 of the Act and under Section
20 of the Exchange Act against any and all losses, claims, damages or
liabilities to which they may become subject insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, the Prospectus, or in any revision or
amendment thereof or supplement thereto or any related preliminary prospectus or
prospectus supplement, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Bank by such Underwriter
specifically for use therein or any revision or amendment thereof or supplement
thereto, and agrees to reimburse such indemnified party for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage or liability or action as such expenses
are incurred.
(c) Promptly after receipt by an indemnified party
under this Section 7 of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 7, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve the indemnifying party from any liability which it may have to any
indemnified party other than under this Section 7. In the event that 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
26
<PAGE> 27
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section 7 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened proceeding in respect of which any indemnified party is or could
have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceeding.
(d) If the indemnification provided for in this
Section 7 is unavailable or insufficient to hold harmless an indemnified party
under subsection (a) or (b) above, then each indemnifying party shall contribute
to the amount paid or payable by such indemnifying party as a result of the
losses, claims, damages or liabilities referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative benefits
received by the Bank on the one hand and the respective Underwriter on the other
from the offering of the Certificates or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Bank on the one hand and of the
respective Underwriter on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities as well
as any other relevant equitable considerations. The relative benefits received
by the Bank on the one hand and the respective Underwriter on the other shall be
deemed to be in the same proportion as the total net proceeds from the offering
(before deducting expenses) received by the Bank bear to the total underwriting
discounts and commissions received by such Underwriter. The relative fault shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Bank or by any
Underwriter and the
27
<PAGE> 28
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 hereto fore
or hereafter made by or on behalf of the Bank or the Underwriters, and that the
respective representations, warranties and agreements (including without
limitation the indemnity and contribution agreement) made by the Bank and the
Underwriters herein or in any such certificate or other instrument shall survive
the delivery of and payment for the Certificates.
9. Termination. This Agreement may be terminated in the sole
------------
discretion of the Underwriters by notice to the Bank given at or prior to the
Closing Date in the event that the Bank shall have failed, refused or been
unable to perform all obligations and satisfy all conditions on its part to be
performed or satisfied hereunder at or prior thereto. Termination of this
28
<PAGE> 29
Agreement pursuant to this Section 9 shall be without liability of any party to
any other party except as provided in Sections 5 and 7 hereof.
10. Default by One or More of the Underwriters. If one or more
-------------------------------------------
of the Underwriters shall fail on the Closing Date to purchase the Certificates
which it or they are obligated to purchase under this Agreement (the "Defaulted
---------
Securities"), the lead Underwriter shall have the right, within 24 hours
- ----------
thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriter, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, the Representative shall not have completed
such arrangements within such 24-hour period, then:
(a) if the aggregate amount of Defaulted Securities does not exceed 10%
of the aggregate principal amount of the applicable class of
Certificates, each of the non-defaulting Underwriters of such class of
Certificates shall be obligated to purchase the full amount thereof in
the proportions that their respective underwriting obligations
hereunder with respect to such class of Certificates bear to the
underwriting obligations of all non-defaulting Underwriters of such
class of Certificates, or
(b) if the aggregate amount of Defaulted Securities exceeds 10% of the
aggregate principal amount of the applicable class of Certificates,
this Agreement shall terminate without liability on the part of any
non-defaulting Underwriter.
No action taken pursuant to this section shall relieve any defaulting
Underwriter from liability in respect of its default.
In the event of any such default which does not result in a termination
of this Agreement, either the Representative or the Bank shall have the right to
postpone the Closing Date for a period not exceeding seven days in order to
effect any required changes in the Registration Statement or Prospectus or in
any other documents or arrangements.
29
<PAGE> 30
11. Representation of the Underwriters. Each of the
-----------------------------------
Underwriters represents and warrants to, and agrees with, the Bank that (w) it
has only issued or passed on and shall only issue or pass on in the United
Kingdom any document received by it in connection with the issue of the
Certificates to a person who is of a kind described in Article 11(3) of the
Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996
(as amended) 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 and other applicable laws and
regulations with respect to anything done by it in relation to the Certificates
in, from or otherwise involving the United Kingdom and (y) if that Underwriter
is an authorized person under the Financial Services Act 1986, it has only
promoted and shall only promote (as that term is defined in Regulation 1.02 of
the Financial Services (Promotion of Unregulated Schemes) Regulations 1991) to
any person in the United Kingdom the scheme described in the Prospectus if that
person is of a kind described either in Section 76(2) of the Financial Services
Act 1986 or in Regulation 1.04 of the Financial Services (Promotion of
Unregulated Schemes) Regulations 1991.
12. Notices. All communications provided for or permitted
--------
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered, sent by overnight courier or mailed by registered mail,
postage prepaid and return receipt requested, or transmitted by telex, telegraph
or telecopier and confirmed by a similar mailed writing, if to (a) the
Underwriters, addressed to Banc One Capital Markets, Inc.,150 East Gay Street,
24th Floor, Columbus, Ohio 43215, Attention: ABS Trading/Syndicate, or to such
other address as the Representative may designate in writing to the Bank or (b)
the Bank, addressed to the Bank at 201 North Walnut Street, Wilmington, Delaware
19801, Attention: Clinton W. Walker, Executive Vice President and General
Counsel, telephone: (302) 434-7677, telecopier: (302) 884-8361, with a copy to
Banc One Corporation, 150 East Gay Street, 20th Floor, Columbus, Ohio 43215,
Attention: Rebekah Sayers, Transaction Manager, Structured Finance, telephone:
(614) 248-9153, telecopier: (614) 248-9544.
13. Secondary Trust or Special Purpose Vehicle. Each
-------------------------------------------
Underwriter severally represents that it
30
<PAGE> 31
will not, at any time that such Underwriter is acting as an "underwriter" (as
defined in Section 2(11) of the Act) with respect to the Certificates, transfer,
deposit or otherwise convey any Certificates into a trust or other type of
special purpose vehicle that issues securities or other instruments backed in
whole or in part by, or that represents interests in, such Certificates without
the prior written consent of the Bank.
14. Successors. This Agreement shall inure to the benefit of
-----------
and be binding upon the parties hereto and their respective successors and
assigns. Nothing expressed herein is intended or shall be construed to give any
person other than the persons referred to in the preceding sentence any legal or
equitable right, remedy or claim under or in respect of this Agreement.
15. Severability of Provisions. Any covenant, provision,
---------------------------
agreement or term of this Agreement that is prohibited or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof.
16. Entire Agreement. This Agreement constitutes the entire
-----------------
agreement and understanding of the parties hereto with respect to the matters
and transactions contemplated hereby and supersedes all prior agreements and
understandings whatsoever relating to such matters and transactions.
17. Amendment. Neither this Agreement nor any term hereof may
----------
be changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought.
18. Headings. The headings in this Agreement are for the
---------
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.
19. Counterparts. This Agreement may be executed in
-------------
counterparts, each of which shall constitute an original, but all of which shall
together constitute one instrument.
31
<PAGE> 32
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.
32
<PAGE> 33
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, N.A.,
as Transferor and Servicer
By:/s/ REBEKAH A. SAYERS
-------------------------
Name: Rebekah A. Sayers
Title: Vice President
The foregoing Underwriting Agreement
is hereby agreed to as of the date
first above written.
BANC ONE CAPITAL MARKETS, INC.,
for itself and as Representative
of the Underwriters named in
Schedule A hereto
By: /s/ MARTIN E. IGEL
----------------------
Name: Martin E. Igel
Title: Director
<PAGE> 34
SCHEDULE A
Aggregate Principal
Amount of the Class A
Underwriter Certificates
- ----------- ------------
Banc One Capital Markets, Inc............................. $150,000,000
Bear, Stearns & Co., Inc.................................. 150,000,000
First Chicago Capital
Markets, Inc .......................................... 150,000,000
Lehman Brothers Inc....................................... 150,000,000
Salomon Brothers Inc...................................... 150,000,000
------------
Total .................................. $750,000,000
============
Aggregate Principal
Amount of the Class B
Underwriter Certificates
- ----------- ------------
Banc One Capital Markets, Inc............................. $13,554,000
Bear, Stearns & Co., Inc.................................. 13,554,000
First Chicago Capital
Markets, Inc .......................................... 13,554,000
Lehman Brothers Inc....................................... 13,554,000
Salomon Brothers Inc...................................... 13,554,000
-----------
Total .................................. $67,770,000
===========
<PAGE> 1
First USA Credit Card Master Trust
Class A Floating Rate Asset Backed Certificates,
Series 1998-8
Class B Floating Rate Asset Backed Certificates,
Series 1998-8
UNDERWRITING AGREEMENT
----------------------
September 11, 1998
Credit Suisse First Boston Corporation,
Eleven Madison Avenue
New York, New York 10010
Ladies and Gentlemen:
First USA Bank, N.A., a national banking association (the
"Bank"), has duly authorized the issuance and sale to Credit Suisse First Boston
----
Corporation (the "Underwriter")of First USA Credit Card Master Trust
-----------
$500,000,000 aggregate principal amount of Class A Floating Rate Asset Backed
Certificates, Series 1998-8 (the "Class A Certificates") and of First USA Credit
--------------------
Card Master Trust $45,180,000 aggregate principal amount of Class B Floating
Rate Asset Backed Certificates, Series 1998-8 (the "Class B Certificates" and,
--------------------
together with the Class A Certificates, the "Certificates"). The Certificates
------------
will be issued pursuant to a Pooling and Servicing Agreement dated as of
September 1, 1992, as amended as of the date hereof (the "Master Pooling and
------------------
Servicing Agreement"), as supplemented by the Series 1998-8 Supplement, dated as
- -------------------
of the Closing Date (the "Supplement" and, together with the Master Pooling and
----------
Servicing Agreement, the "Pooling and Servicing Agreement"), each by and
-------------------------------
between the Bank, as transferor and servicer, and The Bank of New York
(Delaware), a Delaware banking corporation, as trustee (in such capacity, the
"Trustee").
-------
Each Certificate will represent an undivided interest in
certain assets of First USA Credit Card Master Trust (the "Trust"). The property
-----
of the Trust will include, among other things, receivables (the "Receivables")
-----------
arising under certain
1
<PAGE> 2
MasterCard(R) and VISA(R)(1) revolving credit card accounts (the "Accounts").
--------
Capitalized terms used and not otherwise defined herein shall
have the meanings ascribed thereto in the Pooling and Servicing Agreement.
1. Representations, Warranties and Agreements of the
-------------------------------------------------
Bank. The Bank represents and warrants to, and agrees with, the
- -----
Underwriter as follows:
(a) The Bank has filed with the Securities and
Exchange Commission (the "Commission"), on Form S-3, a registration statement
----------
(Registration No. 333-24227) pursuant to Rule 415 under the Securities Act of
1933, as amended (such act, the "Act"). The Bank may have filed one or more
amendments thereto each of which amendments has previously been or will be
furnished to the Underwriter. 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, including any amendments thereto, 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 Underwriter shall agree in writing to a modification, be
in all substantive respects in the form furnished to the Underwriter 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 Underwriter) as the Bank has advised the Underwriter,
prior to the Execution Time, will be included or made therein.
For purposes of this Agreement, "Effective Time" means the
--------------
date and time as of which such registration statement, or the most recent
post-effective amendment thereto, if any, was declared effective by the
Commission, and "Effective Date" means the date of the Effective Time. Such
--------------
registration statement, as amended at the Effective Time, and including the
exhibits thereto and any material incorporated by reference therein (including
any Computational Materials, ABS Term Sheets, Structural Term Sheets and
Collateral Term Sheets (as defined in Section 3(b) hereof) filed on Form 8-K),
is hereinafter referred to as the "Registration
------------
- -------------
(1) VISA(R) and MasterCard(R) are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
2
<PAGE> 3
Statement," and any prospectus supplement (the "Prospectus Supplement") relating
- --------- ---------------------
to the Certificates, as filed with the Commission pursuant to and in accordance
with Rule 424(b) ("Rule 424(b)") under the Act is, together with the prospectus
-----------
filed as part of the Registration Statement (such prospectus, in the form it
appears in the Registration Statement or in the form most recently revised and
filed with the Commission pursuant to Rule 424(b) being hereinafter referred to
as the "Basic Prospectus"), hereinafter referred to as the "Prospectus".
---------------- ----------
"Execution Time" shall mean the date and time that this Agreement is executed
--------------
and delivered by the parties hereto.
(b) On the Effective Date and on the date of this
Agreement, the Registration Statement did or will, and, when the Prospectus was
first filed and on the Closing Date, the Prospectus did or will, comply in all
material respects with the applicable requirements of the Act and the rules and
regulations of the Commission under the Act (the "Rules and Regulations"); on
---------------------
the Effective Date, the Registration Statement did not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein not
misleading; and on the date of any filing pursuant to Rule 424(b) and on the
Closing Date, the Prospectus did not or will not include any untrue statement of
a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that the Bank makes no representation
-------- -------
or warranty as to the information contained in or omitted from the Registration
Statement or the Prospectus in reliance upon and in conformity with information
furnished in writing to the Bank by the Underwriter 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.
3
<PAGE> 4
(d) The Bank is duly organized, validly existing and
in good standing as a national banking association under the laws of the United
States, and has full corporate power, authority and legal right to own its
properties and conduct its business as such properties are presently owned and
such business is presently conducted, and to execute, deliver and perform its
obligations under this Agreement, the Pooling and Servicing Agreement, the
Certificates and the Transfer and Administration Agreement, dated as of the
Closing Date (the "Transfer and Administration Agreement"), between the Bank and
-------------------------------------
Bankers Trust (Delaware), a Delaware banking corporation, not in its individual
capacity but solely as Owner Trustee on behalf of the First USA Secured Note
Trust 1998-8 (in such capacity, the "Owner Trustee").
-------------
(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
Underwriter 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 Transfer and Administration 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
4
<PAGE> 5
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 Transfer and Administration 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.
(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 Transfer and Administration
Agreement or the Pooling and Servicing Agreement, nor the consummation of any of
the trans actions herein or therein contemplated, nor the fulfillment of the
terms of the Certificates, the Pooling and Servicing Agreement, the Transfer and
Administration Agreement or this Agreement, will result in the breach of any
term or provision of the organizational documents 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 Transfer and Administration 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,
5
<PAGE> 6
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 Transfer and
Administration Agreement, the Pooling and Servicing Agreement, or the
Certificates, (ii) assert the invalidity of this Agreement, the Transfer and
Administration 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
Transfer and Administration 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 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 Transfer and
Administration 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 Transfer and Administration 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 Transfer and Administration
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.
(o) PricewaterhouseCoopers LLP who have audited
certain financial statements of Banc One Corporation are
6
<PAGE> 7
independent public accountants as required by the Act and the Rules and
Regulations.
(p) As of the Closing Date, the Principal Receivables
transferred to the Trust pursuant to the Pooling and Servicing Agreement will
have an aggregate balance of not less than the sum of (i) the aggregate
outstanding principal amount of all classes of all Series outstanding at the
close of business on the Closing Date (including Series 1998-8), plus (ii) 4% of
----
the amount stated in clause (i).
(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").
--------
2. Purchase, Sale, Payment and Delivery of Certificates. On
-----------------------------------------------------
the basis of the representations, warranties and agreements herein contained,
but subject to the terms and conditions herein set forth, the Bank agrees to
sell to the Underwriter, and the Underwriter agrees to purchase from the Bank,
on September 17, 1998 or on such other date as shall be mutually agreed upon by
the Bank and the Underwriter (the "Closing Date"), $500,000,000 aggregate
------------
principal amount of Class A Certificates and $45,180,000 aggregate principal
amount of Class B Certificates. The Class A Certificates being purchased by the
Underwriter hereunder are to be purchased at a purchase price equal to 99.70% of
the principal amount thereof. The Class B Certificates being purchased by the
Underwriter hereunder are to be purchased at a purchase price equal to 99.65% of
the principal amount thereof.
The closing of the sale of the Certificates (the "Closing")
-------
shall be held at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 919
Third Avenue, New York, New York 10022, at 10:00 a.m., New York City time, on
the Closing Date. Payment of the purchase price for the Certificates being sold
and purchased hereunder shall be made on the Closing Date by wire transfer of
Federal or other immediately available funds to an account to be designated one
business day prior to the Closing Date by the Bank, against delivery of the
Certificates at the Closing on the Closing Date. Each of the Certificates to be
so delivered shall be represented by one or more definitive certificates
registered in the name of Cede & Co., as nominee for The Depository Trust
Company.
7
<PAGE> 8
3. Offering by the Underwriter. (a) It is under stood that
----------------------------
after the Effective Date the Underwriter proposes to offer the Certificates for
sale to the public as set forth in the Prospectus.
(b) The Underwriter may provide to prospective
investors the 1998-8 Term Sheet, dated September 8, 1998, relating to the
Certificates (the "1998-8 Term Sheet") prepared by the Bank and attached hereto
-----------------
as Exhibit A, subject to the following conditions:
(i) The Underwriter shall have complied with the
requirements of (A) 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"), (B) the
-----------------
requirements of the no-action letter, dated February 17, 1995, issued
by the Commission to the Public Securities Association (the "PSA
---
Letter") and (C) the requirements of the no-action letter, dated April
------
5, 1996, issued by the Commission to Greenwood Trust Company (the
"Greenwood Letter" and, together with the Kidder/PSA Letter and the PSA
----------------
Letter, the "No-Action Letters").
-----------------
(ii) The Underwriter 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 1998-8 Term Sheet, it has
not and will not use any information that constitutes "Series Term
Sheets," "ABS Term Sheets," "Structural Term Sheets" or "Collateral
Term Sheets" with respect to the offering of the Certificates. For
purposes hereof, "Series Term Sheet" shall have the meaning given such
-----------------
term in the Greenwood Letter and "Computational Materials" shall have
-----------------------
the meaning given such term in the No-Action Letters. For purposes
hereof, "ABS Term Sheets," "Structural Term Sheets" and "Collateral
--------------- ---------------------- ----------
Term Sheets" shall have the meanings given such terms in the PSA
-----------
Letter.
4. Certain Agreements of the Bank. The Bank covenants and
-------------------------------
agrees with the Underwriter as follows:
8
<PAGE> 9
(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 Underwriter, 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 Underwriter promptly of any such filing
pursuant to Rule 424(b).
(b) The Bank will advise the Underwriter 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
Underwriter, which consent will not unreasonably be withheld; the Bank will also
advise the Underwriter 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 Underwriter
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 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 Underwriter 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 Underwriter hereunder.
9
<PAGE> 10
(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 Underwriter 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 Underwriter requests.
(f) The Bank will promptly, from time to time, take
such action as the Underwriter may reasonably request to qualify the
Certificates for offering and sale under the securities laws of such
jurisdictions as the 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
Underwriter 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 Underwriter (i) as soon as practicable
after the end of the fiscal year all documents required to be distributed to
Certificateholders or filed with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or any order of the
------------
Commission thereunder and (ii) from time to time, any other information
concerning the Bank filed with any government or regulatory authority which is
otherwise publicly available, as the Underwriter reasonably requests.
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<PAGE> 11
(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 1998-8 Term Sheet and a report on Form 8-K
setting forth all Computational Materials described in Section 3 hereof provided
to the Bank by the Underwriter and identified by the Underwriter as such within
the time period allotted for such filing pursuant to the No-Action Letters.
5. Payment of Expenses. The Bank will pay all expenses
--------------------
incident to the performance of its obligations under this Agreement, including
(i) the printing of the 1998-8 Term Sheet and any Computational Materials
described in Section 3 hereof, (ii) the printing of the Prospectus and of each
amendment or supplement thereto, (iii) the preparation of this Agreement, the
Transfer and Administration Agreement and the Pooling and Servicing Agreement,
(iv) the preparation, issuance and delivery of the Certificates to the
Underwriter, (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 Underwriter and in connection with
the preparation of any blue sky and legal investment survey, (vii) the printing
and delivery to the Underwriter of copies of the 1998-8 Term Sheet and any
Computational Materials described in Section 3 hereof, (viii) the printing and
delivery to the Underwriter of copies of the Prospectus and of each amendment or
supplement thereto, (ix) the printing and delivery to the Underwriter 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 Underwriter has agreed to
reimburse the Bank for expenses not to exceed $500,000 incurred by the Bank in
connection with the issuance and distribution of the Certificates.
6. Conditions of the Obligations of the Underwriter. The
-------------------------------------------------
obligations of the Underwriter to purchase and pay for the Certificates will be
subject to the accuracy of the
11
<PAGE> 12
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 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 Underwriter shall have received a letter or
letters, dated as of the date of the Prospectus and as of the Closing Date,
respectively, of PricewaterhouseCoopers LLP, Certified Public Accountants,
substantially in the form of the drafts to which the Underwriter has previously
agreed and otherwise in form and substance satisfactory to the Underwriter 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 Underwriter,
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 BANC ONE CORPORATION 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 Underwriter, 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.
12
<PAGE> 13
(d) At the Closing Date, the Bank shall have
furnished to the Underwriter 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 Underwriter may reasonably request.
(e) Clinton W. Walker, General Counsel of the Bank,
shall have furnished to the Underwriter his written opinion, addressed to the
Underwriter and dated the Closing Date, in form and substance satisfactory to
the Underwriter and its counsel, substantially to the effect that:
(i) The Bank has been duly organized and is
validly existing as a national banking association in good
standing under the laws of the United States with full power
and authority (corporate and other) to own its properties and
conduct its business, as presently owned and conducted by it,
and to enter into and perform its obligations under this
Agreement, the Transfer and Administration 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 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 Underwriter in accordance with the terms of this
Agreement, will be validly issued and outstanding and entitled
to the benefits provided by the Pooling and Servicing
Agreement;
(iii) Each of the Pooling and Servicing
Agreement and the Transfer and Administration Agreement has
been duly authorized, executed and delivered by the Bank and
constitutes the legal, valid and binding
13
<PAGE> 14
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, receiver
ship, 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;
(iv) This Agreement has been duly authorized,
executed and delivered by the Bank;
(v) 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 Underwriter and
the filing of Uniform Commercial Code financing statements
with respect to the Receivables;
(vi) 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 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 organizational documents
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;
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<PAGE> 15
(vii) 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;
(viii) 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 opinion) comply
as to form with the Act and the Rules and Regulations;
(ix) 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
(x) 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 his discussions with the Bank, its
accountants and others, however, no facts have come to its
attention that cause him to believe that the Prospectus
(except for the financial statements, financial schedules and
other financial and statistical data included therein, as to
which such counsel expresses no opinion), contains any untrue
statement of a material fact or omits to state a material fact
required to be stated therein or
15
<PAGE> 16
necessary in order to make the statements therein not
misleading.
(f) The Underwriter shall have received a letter from
Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the Bank, to the
effect that the Underwriter may rely on its opinion to Moody's Investors
Service, Inc. ("Moody's"), Standard & Poor's Ratings, a division of The
-------
McGraw-Hill Companies, Inc.("Standard & Poor's"), and Fitch IBCA, Inc. ("Fitch")
----------------- -----
with respect to certain bank regulatory matters.
(g) The Underwriter shall have received an opinion of
Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Bank, addressed
to the Underwriter, dated the Closing Date and satisfactory in form and
substance to the Underwriter 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 Underwriter shall have received from Skadden,
Arps, Slate, Meagher & Flom LLP, counsel for the Underwriter, such opinion or
opinions, dated the Closing Date, substantially to the effect that:
(i) Each of the Pooling and Servicing Agreement
and the Transfer and Administration 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 national banking associations
as the same may be applied in the event of the bankruptcy,
insolvency, receivership, reorganization, moratorium or other
similar event in respect of the Bank, (b) general principles
of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity) and (c) the qualification
that certain of the remedial provisions of the Agreements
16
<PAGE> 17
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
Underwriter 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 Pooling and Servicing
Agreement and this Agreement conform in all material respects
to the descriptions thereof contained in the Prospectus;
17
<PAGE> 18
(vii) The Pooling and Servicing Agreement is not
required to be qualified under the Trust Indenture Act of
1939, as amended, and the Trust is not required to be
registered under the 1940 Act;
(viii) The statements in the Prospectus under
the heading "Certain Legal Aspects of the Receivables", to the
extent that they constitute matters of law or legal
conclusions with respect thereto, have been reviewed by such
counsel and are correct in all material respects; and
(ix) Each of the Registration Statement, as of
its effective date, and the Prospectus, as of its date,
appeared on its face to be appropriately responsive in all
material respects to the requirements of the Act and the
General Rules and Regulations under the Act, except that in
each case such counsel expresses no opinion as to the
financial data included therein or excluded therefrom or the
exhibits to the Registration Statement, and such counsel does
not assume any responsibility for the accuracy, completeness
or fairness of the statements contained in the Registration
Statement and the Prospectus.
Such opinion shall also state that such counsel has
participated in conferences with officers and representatives of the Bank,
counsel for the Bank, representatives of the independent accountants of the Bank
(if applicable) and the Underwriter 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
18
<PAGE> 19
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 Prospectus or excluded therefrom.
(i) McGuire, Woods, Battle & Boothe, L.L.P., counsel
for The Bank of New York, a New York banking corporation ("BONY"), in connection
----
with the Agency Agreement, dated as of December 4, 1995, between BONY and the
Trustee (the "Agency Agreement"), and counsel for the Trustee, shall have
----------------
furnished to the Underwriter its written opinion, addressed to the Underwriter
and dated the Closing Date, in form and substance satisfactory to the
Underwriter 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;
(iv) The Supplement has been duly authorized,
executed and delivered by the Trustee, and the Pooling and
Servicing Agreement constitutes a legal, valid and binding
agreement of the Trustee, enforceable against the Trustee in
accordance with its 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
19
<PAGE> 20
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 against
the Trustee may be subject to the application of general
principles of equity (regardless of whether considered or
applied in a proceeding in equity or at law), and (z) that
certain remedial provisions of the Pooling and Servicing
Agreement may be unenforceable, in whole or in part against
the Trustee, 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 performance by the Trustee of its
obligations under the Pooling and Servicing 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 performance by the Trustee of its
obligations under the Pooling and Servicing 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.
20
<PAGE> 21
(j) Richards, Layton & Finger, counsel for First USA
Secured Note Trust 1998-8 (the "Owner Trust") in connection with the Transfer
and Administration Agreement and the Indenture dated as of the Closing Date,
between the Owner Trust and The Bank of New York, as indenture trustee, shall
have furnished to the Underwriter its written opinion, addressed to the
Underwriter and dated the Closing Date, in form and substance satisfactory to
the Underwriter and its counsel, substantially to the effect that:
(i) The Owner Trust is a business trust duly
formed, validly existing and in good standing under the laws
of the State of Delaware and has the power and authority to
execute, deliver and perform its obligations under the
Transfer and Administration Agreement and the Indenture;
(ii) The Transfer and Administration Agreement,
the Indenture and the secured notes issued by the Owner Trust
pursuant to the Indenture (the "Notes") have been duly
-----
authorized, executed and delivered by the Owner Trust, and the
Transfer and Administration Agreement, the Indenture and the
Notes constitute legal, valid and binding agreements of the
Owner Trust, enforceable against the Owner Trust 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 Owner
Trustee), (y) that the enforceability of the Transfer and
Administration Agreement, the Indenture and the Notes against
the Owner Trust may be subject to the application of general
principles of equity (regardless of whether considered or
applied in a proceeding in equity or at law), and (z) that
certain remedial provisions of the Transfer and Administration
Agreement and the Indenture may be unenforceable, in whole or
in part against the Owner Trust, but the inclusion of such
21
<PAGE> 22
provisions does not affect the validity of the Transfer and
Administration Agreement and the Indenture, taken as a whole,
and the Transfer and Administration 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;
(iii) The execution and delivery by the Owner
Trust of the Transfer and Administration Agreement, the
Indenture and the Notes and the performance by the Owner Trust
of its obligations under the Transfer and Administration
Agreement, the Indenture and the Notes do not conflict with or
result in a violation of (x) any law or regulation of the
State of Delaware applicable to the Owner Trust, or (y) the
Trust Agreement; and
(iv) The execution and delivery by the Owner
Trust of the Transfer and Administration Agreement, the
Indenture and the Notes and the performance by the Owner
Trustee of its obligations under the Transfer and
Administration Agreement, the Indenture and the Notes do not
require any approval, authorization or other action by, or
filing with, any governmental authority of the State of
Delaware having jurisdiction over the Owner Trust, except such
as have been obtained, taken or made.
(k) Richards, Layton & Finger, counsel for the Owner
Trustee in connection with the Trust Agreement, dated as of September 15, 1998,
between the Bank and the Owner Trustee, shall have furnished to the Underwriter
its written opinion, addressed to the Underwriter and dated the Closing Date, in
form and substance satisfactory to the Underwriter and its counsel,
substantially to the effect that:
(i) The Owner Trustee is a banking corporation
duly organized, validly
22
<PAGE> 23
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 Trust Agreement;
(ii) The Trust Agreement has been duly
authorized, executed and delivered by the Owner Trustee, and
the Trust Agreement constitutes a legal, valid and binding
agreement of the Owner Trustee, enforceable against the Owner
Trustee in accordance with its 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 Owner Trustee), (y) that the enforceability of the
Trust Agreement against the Owner Trustee may be subject to
the application of general principles of equity (regardless of
whether considered or applied in a proceeding in equity or at
law), and (z) that certain remedial provisions of the Trust
Agreement may be unenforceable, in whole or in part against
the Owner Trustee, but the inclusion of such provisions does
not affect the validity of the Trust Agreement, taken as a
whole, and the Trust 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;
(iii) The execution and delivery by the Owner
Trustee of the Trust Agreement, and the performance by the
Owner Trustee of its obligations under the Trust 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
23
<PAGE> 24
activities of the Owner Trustee, or (y) the organizational
documents of the Owner Trustee; and
(iv) The execution and delivery by the Owner
Trustee of the Trust Agreement and the performance by the
Owner Trustee of its obligations under the Trust 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 Owner Trustee, except
such as have been obtained, taken or made.
(l) The Underwriter shall have received evidence
satisfactory to the Underwriter and its counsel that, on or before the Closing
Date, 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.
(m) The Class A Certificates shall be rated "AAA" by
Standard & Poor's, "Aaa" by Moody's and "AAA" by Fitch and the Class B
Certificates shall be rated at least "A" by Standard & Poor's, at least "A2" by
Moody's and at least "A+" by Fitch on the Closing Date, and letters to such
effect dated the Closing Date shall have been received from each Rating Agency.
(n) 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 Underwriter and its counsel,
and the Underwriter 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
the Underwriter and each person, if any, who controls the 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
24
<PAGE> 25
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
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Bank will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with written information furnished to the Bank
by the 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 the Underwriter from whom the
person asserting any such losses, claims, damages or liabilities purchased
Certificates, or any person controlling the 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
the 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 the Underwriter in writing such defect prior to the delivery of
such written confirmation by the Underwriter to such person.
(b) The Underwriter 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,
25
<PAGE> 26
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 the
Underwriter specifically for use therein or any revision or amendment thereof
or supplement thereto, and agrees to reimburse such indemnified party for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage or liability or action
as such expenses are incurred.
(c) Promptly after receipt by an indemnified party
under this Section 7 of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 7, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve the indemnifying party from any liability which it may have to any
indemnified party other than under this Section 7. In the event that 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
26
<PAGE> 27
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 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 Underwriter on
the other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities as well as any other relevant equitable
considerations. The relative benefits received by the Bank on the one hand and
the 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 the
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 the 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
27
<PAGE> 28
connection with investigating or defending any action or claim which is the
subject of this subsection (d). Notwithstanding the provisions of this
subsection (d), the 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 Underwriter agree that
it would not be just and equitable if contribution pursuant to this subsection
(d) were determined by pro rata allocation or by any other method of allocation
which does not take account of any of the equitable considerations referred to
above in this subsection (d). No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
8. Survival. The Bank and the Underwriter 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 the Underwriter and, in the case
of the Underwriter, by the Bank, notwithstanding any investigation heretofore or
hereafter made by or on behalf of the Bank or the Underwriter, and that the
respective representations, warranties and agreements (including without
limitation the indemnity and contribution agreement) made by the Bank and the
Underwriter herein or in any such certificate or other instrument shall survive
the delivery of and payment for the Certificates.
9. Termination. This Agreement may be terminated in the sole
------------
discretion of the Underwriter 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. Representation of the Underwriter. The Underwriter
----------------------------------
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
28
<PAGE> 29
the Certificates to a person who is of a kind described in Article 11(3) of the
Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996
(as amended) 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 and other applicable laws and
regulations with respect to anything done by it in relation to the Certificates
in, from or otherwise involving the United Kingdom and (y) if the Underwriter is
an authorized person under the Financial Services Act 1986, it has only promoted
and shall only promote (as that term is defined in Regulation 1.02 of the
Financial Services (Promotion of Unregulated Schemes) Regulations 1991) to any
person in the United Kingdom the scheme described in the Prospectus if that
person is of a kind described either in Section 76(2) of the Financial Services
Act 1986 or in Regulation 1.04 of the Financial Services (Promotion of
Unregulated Schemes) Regulations 1991.
11. Notices. All communications provided for or permitted
--------
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered, sent by overnight courier or mailed by registered mail,
postage prepaid and return receipt requested, or transmitted by telex,
telegraph or telecopier and confirmed by a similar mailed writing, if to (a) the
Underwriter, addressed to Credit Suisse First Boston Corporation, Eleven Madison
Avenue New York, New York 10010, Attention: Joseph Fashano, or to such other
address as the Underwriter may designate in writing to the Bank or (b) the Bank,
addressed to the Bank at 201 North Walnut Street, Wilmington, Delaware 19801,
Attention: Clinton W. Walker, Executive Vice President and General Counsel,
telephone: (302) 434-7677, telecopier: (302) 884-8361, with a copy to Banc One
Corporation, 150 East Gay Street, 20th Floor, Columbus, Ohio 43215, Attention:
Rebekah Sayers, Transaction Manager, Structured Finance, telephone: (614)
248-9153, telecopier: (614) 248-9544.
12. Secondary Trust or Special Purpose Vehicle. The
-------------------------------------------
Underwriter represents that it will not, at any time that the Underwriter is
acting as an "underwriter" (as defined in Section 2(11) of the Act) with respect
to the Certificates, transfer, deposit or otherwise convey any Certificates into
a trust or other type of special purpose vehicle that issues securities
29
<PAGE> 30
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 transactions contemplated hereby and supersedes all prior agreements and
understandings whatsoever relating to such matters and transactions.
17. Amendment. Neither this Agreement nor any term hereof may
----------
be changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought.
18. Headings. The headings in this Agreement are for the
---------
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.
19. Counterparts. This Agreement may be executed in
-------------
counterparts, each of which shall constitute an original, but all of which shall
together constitute one instrument.
20. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
--------------
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO THE CONFLICT OF LAW PROVISIONS THEREOF.
30
<PAGE> 31
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, N.A.,
as Transferor and Servicer
By: /s/ REBEKAH A. SAYERS
-----------------------
Name: Rebekah A. Sayers
Title: Vice President
The foregoing Underwriting Agreement
is hereby agreed to as of the date
first above written.
CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ MICHAEL B. RAYNES
---------------------------
Name: Michael B. Raynes
Title: Director
<PAGE> 1
- -------------------------------------------------------------------------------
FIRST USA BANK, N.A.
Transferor and Servicer
and
THE BANK OF NEW YORK (DELAWARE)
on behalf of the Certificateholders
-----------------------------
SERIES 1998-7 SUPPLEMENT
Dated as of September 17, 1998
to
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1992, as amended
--------------------------
$903,615,000
FIRST USA CREDIT CARD MASTER TRUST
Series 1998-7
- -------------------------------------------------------------------------------
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
SECTION 1. Designation........................................................................................1
SECTION 2. Definitions........................................................................................2
SECTION 3. Reassignment and Transfer Terms...................................................................27
SECTION 4. Delivery and Payment for the Series 1998-7
Certificates......................................................................................27
SECTION 5. Depositary; Form of Delivery of the Series
1998-7 Certificates...............................................................................28
SECTION 6. Article IV of Agreement...........................................................................28
</TABLE>
Article IV
<TABLE>
<CAPTION>
<S> <C> <C>
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 1998-7 Certificates.............................................................35
Section 4.07 Determination of Monthly Principal.........................................................37
Section 4.08 Coverage of Required Amount for the
Investor Certificates......................................................................39
Section 4.09 Monthly Payments...........................................................................40
Section 4.10 Payment of Class A Certificate and
Class B Certificate Interest...............................................................45
Section 4.11 [Reserved].................................................................................46
Section 4.12 Investor Charge-Offs.......................................................................46
Section 4.13 Excess Finance Charge Collections for
the Series 1998-7 Certificates.............................................................48
Section 4.14 Reallocated Principal Collections for
</TABLE>
i
<PAGE> 3
<TABLE>
<CAPTION>
Page
-----
<S> <C> <C>
the Series 1998-7 Certificates............................................................50
Section 4.15 Determination of LIBOR.....................................................................52
Section 4.16 Principal Funding Account..................................................................53
Section 4.17 Reserve Account............................................................................54
SECTION 7. Article V of the Agreement........................................................................57
</TABLE>
Article V
<TABLE>
<CAPTION>
<S> <C> <C>
Distributions and Reports to Investor
Certificateholders.............................................57
Section 5.01 Distributions..............................................................................57
Section 5.02 Monthly Certificateholders' Statement......................................................58
SECTION 8. Series 1998-7 Pay Out Events.....................................................................61
SECTION 9. Series 1998-7 Termination........................................................................63
SECTION 10. Periodic Finance Charges and Other Fees..........................................................63
SECTION 11. Transfer of Excess Collateral Amount.............................................................63
SECTION 12. Compliance with Withholding Requirements.........................................................66
SECTION 13. Tax Characterization of the Excess
Collateral.......................................................................................67
SECTION 14. ERISA Legend.....................................................................................67
SECTION 15. Amendment and Ratification of Agreement..........................................................68
SECTION 16. Counterparts.....................................................................................68
SECTION 17. GOVERNING LAW....................................................................................68
SECTION 18. Additional Representations and Warranties
of the Servicer..................................................................................68
SECTION 19. Appointment of co-Paying Agent, co-Transfer
Agent and co-Registrar...........................................................................69
</TABLE>
ii
<PAGE> 4
EXHIBITS
EXHIBIT A Form of Class A Certificate
EXHIBIT B Form of Class B Certificate
EXHIBIT C DTC Letter of Representations
EXHIBIT D Form of Monthly Allocations and Payment Instructions
EXHIBIT E Form of Monthly Certificateholders' Statement
EXHIBIT F Form of Transferee Representation Letter
iii
<PAGE> 5
SERIES 1998-7 SUPPLEMENT, dated as of September 17, 1998 (this
"Series Supplement") by and between FIRST USA BANK, N.A., a national banking
- -------------------
association, 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, N.A. 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 Class A Certificates and the Class B Certificates (each as
defined below) and for the issuance of the Excess Collateral (as defined below).
Pursuant to this Series Supplement, the Transferor and the
Trustee shall create a new Series of Investor Certificates and shall specify
the Principal Terms thereof. The Investor Certificates of Series 1998-7 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 1998-7 Certificates." The Series
--------------------------
1998-7 Certificates shall be issued in three Classes, two of which shall be
designated generally as the Class A Floating Rate Asset Backed Certificates,
Series 1998-7 (the "Class A Certificates") and the Class B Floating Rate Asset
--------------------
Backed Certificates, Series 1998-7 (the "Class B Certificates"). In addition,
--------------------
there is hereby created a third Class of uncertificated interests in the Trust
which shall be designated generally as the Excess Collateral, Series 1998-7 (the
"Excess Collateral"), and which shall be treated as a Class of "Investor
-----------------
Certificates" for all purposes under the Agreement and this Series Supplement;
provided, however, that the provisions of subsection 6.09(b) of the Agreement
- -------- -------
with respect to the delivery of an Opinion of Counsel to the effect that a
<PAGE> 6
newly issued Series of Investor Certificates will be treated as debt for Federal
income tax purposes shall not apply to the Excess Collateral and, except as
expressly provided herein, the provisions of Article VI and Article XII of the
Agreement relating to the authentication, delivery, presentation, cancellation
and surrender of registered Certificates shall not apply to the Excess
Collateral.
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 1998-7 Certificates and to no other Series of Certificates issued by the
Trust.
"Accumulation Period" shall mean, unless a Pay Out Event shall
---------------------
have occurred prior thereto, the period commencing at the close of business on
July 31, 2000 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 1998-7
Termination Date.
"Accumulation Period Factor" shall mean, for any Monthly
--------------------------
Period, a fraction, the numerator of which is equal to the sum of the initial
invested amounts of all outstanding Series, and the denominator of which is
equal to the sum of (a) the Initial Invested Amount, (b) the initial invested
amounts of all outstanding Series (other than Series 1998-7) which are not
expected to be in their revolving periods during such Monthly Period, and (c)
the initial invested amounts of all other outstanding Series which are not
allocating Excess Principal Collections and are expected to be in their
revolving periods during such Monthly Period.
"Accumulation Period Length" shall have the meaning assigned
--------------------------
such term in subsection 4.09(i) of the Agreement.
"Accumulation Shortfall" shall initially mean zero and shall
------------------------
thereafter mean, with respect to any
2
<PAGE> 7
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 1998-7 Certificates for the previous Monthly Period.
"Adjusted Invested Amount" shall mean, with respect to any
------------------------
date of determination, an amount equal to the sum of the Class A Adjusted
Invested Amount, the Class B Adjusted Invested Amount and the Excess Collateral
Adjusted Amount.
"Agreement" shall mean the Pooling and Servicing Agreement
----------
dated as of September 1, 1992 between First USA Bank, N.A., as Transferor and
Servicer, and the Trustee, as amended and as the same may be further amended or
otherwise modified from time to time.
"Amortization Period" shall mean, with respect to the Series
-------------------
1998-7 Certificates, the period commencing on the earlier of (a) the first
day of the Accumulation Period, or (b) the Pay Out Commencement Date, and
continuing to and including the earlier of (i) the payment in full to the
Class A Certificateholders of the Class A Invested Amount, to the Class B
Certificateholders of the Class B Invested Amount and to the Excess Collateral
Holders of the Excess Collateral Amount, and (ii) the Scheduled Series 1998-7
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
3
<PAGE> 8
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 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 Excess Collateral Minimum 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 Excess Collateral 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.
"BDL" shall mean Banque de Luxembourg.
-----
4
<PAGE> 9
"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.
"Calculation Date" shall mean October 13, 1998 and the second
------------------
Business Day (as defined for purposes of determining LIBOR) prior to the 15th
day of each calendar month thereafter.
"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.
"Class A Certificate Rate" shall mean a per annum rate of
--------------------------
0.10% in excess of LIBOR as determined (i) on September 15, 1998 for the period
from and includ-
5
<PAGE> 10
ing the Closing Date through and including October 18, 1998 and (ii) on the
related LIBOR Determination Date with respect to each Interest Period
thereafter.
"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 1998-7 Certificateholders' Interest evidenced by the Class A
Certificates.
"Class A Certificates" shall mean any of the certificates
----------------------
executed by the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A hereto.
"Class A Default Interest" shall have the meaning specified
--------------------------
in subsection 4.06(a) of the Agreement.
"Class A Floating Allocation Percentage" shall mean, with
----------------------------------------
respect to any Monthly Period, the percentage equivalent of a fraction, the
numerator of which is the Class A Adjusted Invested Amount as of the last day of
the preceding Monthly Period and the denominator of which is the total amount of
Principal Receivables in the Trust as of the last day of such preceding Monthly
Period; provided, however, that, with respect to the first Monthly Period, the
-------- -------
Class A Floating Allocation Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Class A Initial Invested Amount and the
denominator of which is the total amount of Principal Receivables in the Trust
on the Closing Date; provided further, that with respect to any Monthly Period
-------- -------
in which an Addition Date or a Removal Date occurs and the Servicer need not
make daily deposits of Collections into the Collection Account, the denominator
in the definition of the Class A Floating Allocation Percentage shall be the
Average Principal Balance; provided further, that with respect to any Monthly
-------- -------
Period in which an Addition Date or Removal Date occurs and the Servicer is
required to make daily deposits of Collections into the Collection Account, the
denominator in the definition of the Class A Floating Allocation Percentage
shall be (1) the aggregate amount of Principal Receivables in the Trust at the
end of the day on the last day of the prior Monthly Period for the period from
and including the first day of such Monthly Period to but excluding the related
Addition Date or Removal Date,
6
<PAGE> 11
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 $750,000,000.
"Class A Interest Shortfall" shall have the meaning specified
----------------------------
in subsection 4.06(a) of the Agreement.
"Class A Invested Amount" shall mean, when used with respect
-------------------------
to any date of determination, an amount equal to (a) the Class A Initial
Invested Amount, minus (b) the aggregate amount of principal payments made to
-----
Class A Certificateholders prior to such day and minus (c) the excess, if any,
-----
of the aggregate amount of Class A Investor Charge-Offs over Class A Investor
Charge-Offs reimbursed pursuant to subsection 4.12(a) of the Agreement prior to
such day.
"Class A Investor Charge-Offs" shall have the meaning
------------------------------
specified in subsection 4.12(a) of the Agreement.
"Class A Investor Default Amount" shall mean, with respect to
---------------------------------
each Distribution Date and each Receivable in an Account which became a
Defaulted Account during the related Monthly Period, an amount equal to the
product of the aggregate Default Amount for the related Monthly Period and the
applicable Class A Investor Percentage for the related Monthly Period.
"Class A Investor Percentage" shall mean for any Monthly
-----------------------------
Period, (a) with respect to Defaulted Receivables and Finance Charge Receivables
at any time and Principal Receivables during the Revolving Period, the Class A
Floating Allocation Percentage, and (b) with respect to Principal Receivables
during the Amortization Period, the Fixed/Floating Allocation Percentage.
"Class A Monthly Interest" shall mean the monthly interest
--------------------------
distributable in respect of the Class A Certificates as calculated in accordance
with subsection 4.06(a) of the Agreement.
7
<PAGE> 12
"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 $431,507.
"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 Required Amount" shall have the meaning specified in
-------------------------
Section 4.08 of the Agreement.
"Class A Scheduled Payment Date" shall mean the August 2001
--------------------------------
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.
"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
8
<PAGE> 13
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 a per annum rate of
--------------------------
0.30% in excess of LIBOR as determined (i) on September 15, 1998 for the period
from and including the Closing Date through and including October 18, 1998 and
(ii) on the related LIBOR Determination Date with respect to each Interest
Period thereafter.
"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 1998-7 Certificateholders' Interest evidenced by the Class B
Certificates.
"Class B Certificates" shall mean any of the certificates
----------------------
executed by the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit B hereto.
"Class B Default Interest" shall have the meaning specified
--------------------------
in subsection 4.06(b) of the Agreement.
"Class B Fixed/Floating Allocation Percentage" shall mean for
----------------------------------------------
any Monthly Period during the Amortization Period the percentage equivalent of a
fraction, the numerator of which is the Class B Invested Amount at the end of
the last day of the Revolving Period and the denominator of which is the greater
of (a) the total amount of Principal Receivables in the Trust at the end of the
last day of the preceding Monthly Period and (b) the sum of the numerators used
to calculate fixed/floating allocation percentages with respect to all Series
then outstanding on the applicable Distribution Date; provided, however, that
-------- -------
with respect to any Monthly Period in which an Addition 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
9
<PAGE> 14
Average Principal Balance; provided further, however, that with respect to
-------- -------- -------
any Monthly Period in which an Addition Date or Removal Date occurs and the
Servicer is required to make daily deposits of Collections into the Collection
Account, the denominator determined pursuant to clause (a) hereof shall be (1)
the aggregate amount of Principal Receivables in the Trust at the end of the day
on the last day of the prior Monthly Period for the period from and including
the first day of such Monthly Period to but excluding the related Addition Date
or Removal Date, as applicable, and (2) the aggregate amount of Principal
Receivables in the Trust at the end of the day on the related Addition Date or
Removal Date, as applicable, for the period from and including such Addition
Date or Removal Date, as applicable, to and including the last day of such
Monthly Period.
"Class B Floating Allocation Percentage" shall mean, with
----------------------------------------
respect to any Monthly Period, the percentage equivalent of a fraction, the
numerator of which is the Class B Adjusted Invested Amount as of the last day of
the preceding Monthly Period and the denominator of which is the total amount of
Principal Receivables in the Trust as of the last day of such preceding Monthly
Period; provided, however, that, with respect to the first Monthly Period, the
-------- -------
Class B Floating Allocation Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Class B Initial Invested Amount and the
denominator of which is the total amount of Principal Receivables on the Closing
Date; provided further, that with respect to any Monthly Period in which an
-------- -------
Addition Date or Removal Date occurs and the Servicer need not make daily
deposits of Collections into the Collection Account, the denominator in the
definition of the Class B Floating Allocation Percentage shall be the Average
Principal Balance; provided further, that with respect to any Monthly Period in
-------- -------
which an Addition Date or Removal Date occurs and the Servicer is required to
make daily deposits of Collections into the Collection Account, the denominator
in the definition of the Class B Floating Allocation Percentage shall be (1) the
aggregate amount of Principal Receivables in the Trust at the end of the day on
the last day of the prior Monthly Period for the period from and including the
first day of such Monthly Period to but excluding the related Addition Date or
Removal Date, as applicable, and (2) the aggregate amount of Principal
Receivables in the Trust at the end of the day on the related Addition Date or
Removal Date, as applicable, for
10
<PAGE> 15
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 $67,770,000.
"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 Excess Collateral Amount has not been reduced
pursuant to subsection 4.14(a) of the Agreement, minus (e) an amount equal to
-----
the amount by which the Class B Invested Amount has been reduced on all prior
Distribution Dates pursuant to subsection 4.12(a) of the Agreement and plus (f)
----
the amount of Excess Finance Charge Collections allocated and available on all
prior Transfer Dates pursuant to subsection 4.13(e) of the Agreement, for the
purpose of reimbursing amounts deducted pursuant to the foregoing clauses (c),
(d) and (e); provided, however, that the Class B Invested Amount may not be
-------- -------
reduced below zero.
"Class B Investor Charge-Offs" shall have the meaning
------------------------------
specified in subsection 4.12(b) of the Agreement.
"Class B Investor Default Amount" shall mean, with respect to
---------------------------------
each Distribution Date and each Receivable in an Account which became a
Defaulted Account during the related Monthly Period, an amount equal to the
product of the aggregate Default Amount for the related Monthly Period and the
Class B Investor Percentage applicable for the related Monthly Period.
"Class B Investor Percentage" shall mean for any Monthly
-----------------------------
Period, (a) with respect to Defaulted Receivables and Finance Charge Receivables
at any time or Principal Receivables during the Revolving Period, the Class B
Floating Allocation Percentage, and (b) with respect to
11
<PAGE> 16
Principal Receivables during the Amortization Period, the Class B Fixed/Floating
Allocation Percentage.
"Class B Monthly Interest" shall mean the monthly interest
--------------------------
distributable in respect of the Class B Certificates as calculated in accordance
with subsection 4.06(b) of the Agreement.
"Class B Monthly Principal" shall mean the monthly principal
---------------------------
distributable in respect of the Class B Certificates as calculated in accordance
with subsection 4.07(b) of the Agreement.
"Class B Monthly Servicing Fee" shall mean, with respect to
-------------------------------
any Distribution Date, one-twelfth of the product of the Series Servicing Fee
Percentage and the Class B Adjusted Invested Amount on the last day of the
preceding Monthly Period; provided, however, that with respect to the initial
-------- -------
Monthly Period the Class B Monthly Servicing Fee shall be $38,991.
"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 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 Available Investor
Principal Collections 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
--------------------------------
August 2001 Distribution Date.
12
<PAGE> 17
"Closing Date" shall mean September 17, 1998.
--------------
"Code" shall mean the Internal Revenue Code of
------
1986, as amended.
"Collateral Base Rate" shall mean, with respect to any Monthly
----------------------
Period, the sum of (a) the weighted average of the Class A Certificate Rate, the
Class B Certificate Rate and the Excess Collateral Minimum Rate (weighted based
on the Class A Invested Amount, the Class B Invested Amount and the Excess
Collateral Amount, respectively, as of the last day of such Monthly Period) plus
(b) the Series Servicing Fee Percentage per annum.
"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, $75,301,250; 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 sum of (a) with respect to the Class A Certificates, the
product of (i) a fraction, the numerator of which is the actual number of days
in such Interest Period and the denominator of which is 360, (ii) the Class A
Certificate Rate in effect with respect to such Interest Period and (iii) the
aggregate amount on deposit in the Principal Funding Account with respect to
Class A Monthly Principal as of the last day of the Monthly Period preceding the
Monthly Period in which such Interest Period ends, (b) with respect to the
Class B Certificates, the product of (i) a fraction, the numerator of which is
the actual number of days in such Interest Period and the denominator of which
is 360, (ii) the Class B Certificate Rate in effect with
13
<PAGE> 18
respect to such Interest Period and (iii) the aggregate amount on deposit in the
Principal Funding Account with respect to Class B Monthly Principal as of the
last day of the Monthly Period preceding the Monthly Period in which such
Interest Period ends, and (c) with respect to the Excess Collateral, the product
of (i) a fraction, the numerator of which is the actual number of days in such
Interest Period and the denominator of which is 360, (ii) the Excess Collateral
Minimum Rate in effect with respect to such Interest Period and (iii) the
aggregate amount on deposit in the Principal Funding Account with respect to
Excess Collateral Monthly Principal as of the last day of the Monthly Period
preceding the Monthly Period in which such Interest Period ends.
"Daily Deposit Date" shall mean the Determination Date on
--------------------
which the Excess Spread Percentage 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 and Class B Default
Interest distributable in respect of the Class A Certificates and Class B
Certificates, respectively, as calculated in accordance with Section 4.06 of
the Agreement.
"Determination Date" shall mean the first Business Day on or
--------------------
before the eighth calendar day prior to each Distribution Date.
"Distribution Date" shall mean October 19, 1998 and the 18th
-------------------
day of each calendar month thereafter, or if such 18th 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 Excess
Collateral, and with respect to the Class B Certificates, the subordination of
the Excess Collateral.
"Enhancement Provider" shall mean the Excess Collateral
----------------------
Holders.
"ERISA" shall mean the Employee Retirement Income Security Act
-------
of 1974, as amended.
14
<PAGE> 19
"Excess Collateral" shall mean an undivided interest in the
-------------------
Trust which shall consist of the right to receive from the Trust an amount equal
to (i) to the extent necessary to make the required payments to the Excess
Collateral Holders under this Series Supplement, the portion of Collections
allocable thereto under the Agreement and this Series Supplement, and funds on
deposit in the Collection Account allocable thereto pursuant to the Agreement
and this Series Supplement, and (ii) amounts available pursuant to subsection
4.13(k) of the Agreement.
"Excess Collateral 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.
"Excess Collateral Adjusted Amount" shall mean, with respect
-----------------------------------
to any date of determination, an amount not less than zero equal to the Excess
Collateral 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.
"Excess Collateral Amount" shall mean, when used with respect
--------------------------
to any date of determination, an amount equal to (a) the Excess Collateral
Initial Amount, minus (b) the aggregate amount of principal payments made to
-----
Excess Collateral Holders prior to such day, minus (c) the aggregate amount of
-----
Excess Collateral 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 Excess
Collateral Initial Amount), minus (e) an amount equal to the amount by which the
-----
Excess Collateral 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 Excess Collateral Amount may not be reduced
-------- -------
below zero.
15
<PAGE> 20
"Excess Collateral Available Funds" shall mean, with respect
-----------------------------------
to any Monthly Period, an amount equal to the sum of (a) the Excess Collateral
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 Excess
Collateral Amount, the product of (i) the Excess Collateral 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.
"Excess Collateral Charge-Offs" shall have the meaning
-------------------------------
specified in subsection 4.12(c) of the Agreement.
"Excess Collateral 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
Excess Collateral Percentage applicable for the related Monthly Period.
"Excess Collateral 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 Excess Collateral 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 denomina-
16
<PAGE> 21
tor 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.
"Excess Collateral Floating Allocation Percentage" shall
--------------------------------------------------
mean, with respect to any Monthly Period, the percentage equivalent of a
fraction, the numerator of which is the Excess Collateral Adjusted 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 Excess Collateral Floating Allocation Percentage shall
mean the percentage equivalent of a fraction, the numerator of which is the
Excess Collateral Initial 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 Excess Collateral 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 Excess
Collateral 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.
17
<PAGE> 22
"Excess Collateral Holders" shall mean the Person or Persons
---------------------------
so designated in the Transfer and Administration Agreement.
"Excess Collateral Initial Amount" shall mean the aggregate
----------------------------------
initial principal amount of the Excess Collateral Amount, which is $85,845,000.
"Excess Collateral Interest Shortfall" shall have the meaning
--------------------------------------
specified in subsection 4.06(c) of the Agreement.
"Excess Collateral Minimum Monthly Interest" shall mean the
--------------------------------------------
monthly interest distributable in respect of the Excess Collateral Amount as
calculated in accordance with subsection 4.06(c) of the Agreement.
"Excess Collateral Minimum Rate" shall mean a per annum rate
--------------------------------
of 0.90% in excess of LIBOR as determined (i) on September 15, 1998 for the
period from and including the Closing Date through and including October 18,
1998, and (ii) on the related LIBOR Determination Date with respect to each
Interest Period thereafter, or such lesser rate as may be designated in the
Transfer and Administration Agreement.
"Excess Collateral Monthly Principal" shall mean the monthly
-------------------------------------
principal distributable in respect of the Excess Collateral Amount as calculated
in accordance with subsection 4.07(c) of the Agreement.
"Excess Collateral Monthly Servicing Fee" shall mean, with
-----------------------------------------
respect to any Distribution Date, one-twelfth of the product of the Series
Servicing Fee Percentage and the Excess Collateral Adjusted Amount on the last
day of the preceding Monthly Period; provided, however, that with respect to the
-------- -------
initial Monthly Period the Excess Collateral Monthly Servicing Fee shall be
$49,390.
"Excess Collateral 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 Excess Collateral Floating Allocation Percentage, and (b) with respect to
Principal Receivables during the Amortization Period, the Excess Collateral
Fixed/Floating Allocation Percentage.
18
<PAGE> 23
"Excess Collateral Principal Commencement Date" shall mean (a)
-----------------------------------------------
with respect to the Accumulation Period, the first Distribution Date on which an
amount equal to the sum of the Class A Invested Amount and the Class B Invested
Amount has been deposited in the Principal Funding Account and allocated to the
Class A Certificates and the Class B Certificates or (b) with respect to the
Rapid Amortization Period, the Distribution Date on which the Class A Invested
Amount and the Class B Invested Amount have each been paid in full or, if there
are no Principal Receivables allocable to the Investor Certificates remaining
after payments have been made to the Class A Certificates and the Class B
Certificates on such Distribution Date, the Distribution Date following the
Distribution Date on which the Class A Invested Amount and the Class B Invested
Amount have each been paid in full.
"Excess Collateral Scheduled Payment Date" shall mean the
------------------------------------------
August 2001 Transfer Date.
"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.
"Excess Spread Percentage" shall mean, with respect to any
--------------------------
Monthly Period, the amount, if any, by which (i) the Net Portfolio Yield exceeds
(ii) the Collateral Base Rate.
"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
19
<PAGE> 24
the percentage equivalent of a fraction, the numerator of which is the Invested
Amount at the end of the last day of the Revolving Period and the denominator of
which is the greater of (a) the total amount of Principal Receivables in the
Trust at the end of the last day of the preceding Monthly Period and (b) the sum
of the numerators used to calculate fixed/floating allocation percentages with
respect to all Series then outstanding on the applicable Distribution Date;
provided, however, that with respect to any Monthly Period in which an Addition
- -------- -------
Date or a Removal Date occurs and the Servicer need not make daily deposits of
Collections into the Collection Account, the denominator determined pursuant to
clause (a) shall be the Average Principal Balance; provided further, however,
-------- ------- -------
that with respect to any Monthly Period in which an Addition Date or Removal
Date occurs and the Servicer is required to make daily deposits of Collections
into the Collection Account, the denominator determined pursuant to clause (a)
hereof shall be (1) the aggregate amount of Principal Receivables in the Trust
at the end of the day on the last day of the prior Monthly Period for the period
from and including the first day of such Monthly Period to but excluding the
related Addition Date or Removal Date, as applicable, and (2) the aggregate
amount of Principal Receivables in the Trust at the end of the day on the
related Addition Date or Removal Date, as applicable, for the period from and
including the related Addition Date or Removal Date, as applicable, to and
including the last day of such Monthly Period.
"Floating Allocation Percentage" shall mean for any date of
--------------------------------
determination the sum of the applicable Class A Floating Allocation Percentage,
the applicable Class B Floating Allocation Percentage and the applicable Excess
Collateral Floating Allocation Percentage.
"Initial Invested Amount" shall mean the aggregate initial
-------------------------
principal amount of the Investor Certificates of Series 1998-7, which is
$903,615,000.
"Initial Purchaser" shall have the meaning specified in
-------------------
subsection 11(c) of this Series Supplement.
"Interest Period" shall mean, with respect to a Distribution
-----------------
Date and, with respect to the Excess Collateral, the Transfer Date relating to
such Distribution Date, the period beginning on the preceding Distribution Date
continuing through the day preceding such Distribu-
20
<PAGE> 25
tion Date, except the first Interest Period shall be deemed to be the 32-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 Excess Collateral Interest Shortfall distributable in
respect of the Investor Certificates as calculated in accordance with Section
4.06 of the Agreement.
"Invested Amount" shall mean, when used with respect to any
-----------------
date, an amount equal to the sum of (a) the Class A Invested Amount, (b) the
Class B Invested Amount and (c) the Excess Collateral 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 Excess Collateral Adjusted Amount
with respect to any date of determination.
"Investor Certificateholder" shall mean the Holder of record
----------------------------
of an Investor Certificate of Series 1998-7.
"Investor Certificates" shall mean the Class A Certificates,
-----------------------
the Class B Certificates and the Excess Collateral.
"Investor Default Amount" shall mean, with respect to each
-------------------------
Distribution Date, an amount equal to the sum of (a) the Class A Investor
Default Amount for such Distribution Date, (b) the Class B Investor Default
Amount for such Distribution Date and (c) the Excess Collateral 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 $519,888.
21
<PAGE> 26
"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 (i) September 15, 1998
--------------------------
for the period from and including the Closing Date through and including October
18, 1998 and (ii) 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, 4% 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 Excess Collateral Minimum Monthly Interest distributable in
respect of the Series 1998-7 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
1998-7 Certificates shall begin on and include the Closing Date and shall end on
and include September 30, 1998.
"Monthly Principal" shall mean the monthly principal
-------------------
distributable in respect of the Series 1998-7 Certificates as calculated in
accordance with Section 4.07 of the Agreement.
"Net Portfolio Yield" shall mean for the Series 1998-7
---------------------
Certificates, with respect to any Monthly Period, the annualized percentage
equivalent of a fraction, the numerator of which is an amount equal to the
amount of
22
<PAGE> 27
Collections of Finance Charge Receivables allocated to the Series 1998-7
Certificates for such Monthly Period 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 sum of the Class A Adjusted Invested
Amount, the Class B Adjusted Invested Amount and the Excess Collateral Adjusted
Amount as of the last day of the preceding Monthly Period.
"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 1998-7 Pay Out Event is deemed to
occur pursuant to Section 8 of this Series Supplement, (iii) the Class A
Scheduled Payment Date if the Class A Invested Amount is not paid in full on
such date and (iv) the Class B Scheduled Payment Date if the Class B Invested
Amount is not paid in full on such date.
"Paying 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 1998-7
-----------------
Certificates, with respect to any Monthly Period, the annualized percentage
equivalent of a fraction, the numerator of which is an amount equal to the sum
of (a) the amount of Collections of Finance Charge Receivables allocated to the
Investor Certificates for such Monthly Period, (b) the Principal Funding
Investment Proceeds deposited into the Finance Charge Account on the Transfer
Date related to such Monthly Period, (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 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.
23
<PAGE> 28
"Principal Funding Account" shall have the meaning set forth
---------------------------
in subsection 4.16(a) of the Agreement.
"Principal Funding Account Balance" shall mean, with respect
-----------------------------------
to any date of determination during the Accumulation Period, the principal
amount, if any, on deposit in the Principal Funding Account on such date of
determination.
"Principal Funding Investment Proceeds" shall mean, with
---------------------------------------
respect to each Interest Period during the Accumulation Period, the investment
earnings on funds in the Principal Funding Account (net of investment expenses
and losses) for such Interest Period.
"Principal Funding Investment Shortfall" shall mean, with
----------------------------------------
respect to each Interest Period during the Accumulation Period, the amount, if
any, by which the Principal Funding Investment Proceeds are less than the
Covered Amount.
"Principal 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 Excess Collateral 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 Excess Collateral Principal Commencement Date, the amount if any,
by which the Excess Collateral Amount exceeds the Excess Collateral Monthly
Principal for such Distribution Date.
"Rapid Amortization Period" shall mean the period commencing
---------------------------
on the Pay Out Commencement Date and ending on the earlier to occur of (i) the
date of termination of the Trust pursuant to Section 12.01 of the Agreement or
(ii) the Series 1998-7 Termination Date.
"Rating Agency" shall mean each of Fitch IBCA, Inc., Moody's
---------------
and Standard & Poor's.
24
<PAGE> 29
"Rating Agency Condition" shall mean the notification in
-------------------------
writing by each Rating Agency to the Transferor, the Servicer and the Trustee
that any action will not result in any Rating Agency reducing or withdrawing its
then existing rating of the investor certificates of any outstanding Series or
class with respect to which it is a Rating Agency.
"Reallocated Class B Principal Collections" shall have the
-------------------------------------------
meaning specified in subsection 4.14(b) of the Agreement.
"Reallocated Excess Collateral 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 Excess Collateral
Principal Collections.
"Reference Banks" shall mean four major banks in the London
-----------------
interbank market selected by the Servicer.
"Required Accumulation Factor Number" shall be equal to a
-------------------------------------
fraction, rounded upwards to the nearest whole number, the numerator of which is
one and the denominator of which is equal to the lowest monthly principal
payment rate on the Accounts, expressed as a decimal, for the 12 months
preceding the date of such calculation.
"Required Reserve Account Amount" shall mean, with respect to
---------------------------------
any Transfer Date on or after the Reserve Account Funding Date, an amount equal
to (a) 0.50% of the Invested Amount or (b) any other amount designated by the
Transferor; provided, however, that if such designation is of a lesser amount,
-------- -------
the Transferor shall (i) provide the Servicer, the Excess Collateral Holders and
the Trustee with evidence that the Rating Agency Condition shall have been
satisfied and (ii) deliver to the Trustee a certificate of an authorized
officer to the effect that, based on the facts known to such officer at such
time, in the reasonable belief of the Transferor, such designation will not
cause a Pay Out Event or an event that, after the giving of notice or the lapse
of time, would cause a Pay Out Event to occur with respect to Series 1998-7.
"Reserve Account" shall have the meaning specified in
-----------------
subsection 4.17(a) of the Agreement.
25
<PAGE> 30
"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 2.0%, 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
3.0%, 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 the Excess Spread Percentage for the
Monthly Period preceding such Determination Date is equal to or exceeds 2.50%
per annum.
"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 1998-7 Termination Date" shall mean the
------------------------------------------
April 2004 Distribution Date.
"Series 1998-7" shall mean the Series of the First USA Credit
---------------
Card Master Trust represented by the Investor Certificates.
26
<PAGE> 31
"Series 1998-7 Certificateholder" shall mean the holder of
---------------------------------
record of any Series 1998-7 Certificate.
"Series 1998-7 Certificateholders' Interest" shall have the
--------------------------------------------
meaning specified in Section 4.04 of the Agreement.
"Series 1998-7 Certificates" shall have the meaning specified
----------------------------
in Section 1 of this Series Supplement.
"Series 1998-7 Pay Out Event" shall have the meaning specified
-----------------------------
in Section 8 of this Series Supplement.
"Series 1998-7 Termination Date" shall mean the earlier to
--------------------------------
occur of (i) the day after the Distribution Date on which the Investor
Certificates are paid in full, or (ii) the Scheduled Series 1998-7 Termination
Date.
"Series Servicing Fee Percentage" shall mean 1.50% for so long
---------------------------------
as First USA Bank, N.A. is the Servicer or 2.00% if First USA Bank, N.A. is no
longer the Servicer.
"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 Excess Collateral (or other interests
in the Trust), other than certificates (or other such interests) with respect to
which an opinion is rendered that such certificates (or other such interests)
will be treated as debt for federal income tax purposes, and any holder of a
right to receive any amount in respect of the Transferor Interest; provided,
--------
that any Person holding more than one interest each of which would cause such
Person to be a Targeted Holder shall be treated as a single Targeted Holder.
"Transfer" shall have the meaning specified in subsection
----------
11(a) of this Series Supplement.
"Transfer and Administration Agreement" shall mean the
---------------------------------------
agreement among the Transferor and the Excess Collateral Holders, dated the
Closing Date, as amended, supplemented or otherwise modified from time to time.
27
<PAGE> 32
"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 1998-7
--------------------------------
Certificates shall be subject to retransfer to the Transferor at its option, in
accordance with the terms specified in subsection 12.02(a) of the Agreement, on
any Distribution Date on or after the Distribution Date on which the Invested
Amount is reduced to an amount less than or equal to 5% of the Initial Invested
Amount. The deposit required in connection with any such repurchase shall be
equal to the Invested Amount plus accrued and unpaid interest on the Series
1998-7 Certificates through the Record Date preceding the Distribution Date on
which the repurchase occurs.
SECTION 4. Delivery and Payment for the Series 1998-7
------------------------------------------
Certificates. The Transferor shall execute and deliver the Class A Certificates
- -------------
and the Class B Certificates to the Trustee for authentication in accordance
with Section 6.01 of the Agreement. The Trustee shall deliver the Class A
Certificates and the Class B Certificates when authenticated in accordance with
Section 6.02 of the Agreement.
SECTION 5. Depositary; Form of Delivery of the Series 1998-7
-------------------------------------------------
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.
(b) The Depositary for Series 1998-7 shall be The Depository
Trust Company, and the Class A Certificates and the Class B Certificates shall
be initially registered in the name of Cede & Co., its nominee. The Class A
Certificates and the Class B Certificates will initially be held by the Trustee
as custodian for The Depository Trust Company.
SECTION 6. Article IV of Agreement. (A) Sections 4.01, 4.02
------------------------
and 4.03 of the Agreement shall be read in their entirety as provided in the
Agreement except
28
<PAGE> 33
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 1998-7 Certificateholders, shall establish and
maintain in the name of the Trust with a Qualified Institution (other
than the Transferor), which shall initially be the 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 1998-7 Certificateholders. The Trustee shall possess all right,
title and interest in all funds on deposit from time to time in the
Finance Charge Account and the Principal Account and in all proceeds
thereof. The Finance Charge Account and the Principal Account shall be
under the sole dominion and control of the Trustee for the benefit of
the Series 1998-7 Certificateholders. Pursuant to authority granted to
it hereunder, the Servicer shall have the revocable power to instruct
the Trustee to withdraw funds from the Finance Charge Account and the
Principal Account for the purpose of carrying out the Servicer's or the
Trustee's duties hereunder. The Trustee at all times shall maintain
copies of all written reports and instructions that it receives
reflecting each transaction in the Principal Account and the Finance
Charge Account and that funds held therein shall at all times be held
in trust for the benefit of the Series 1998-7 Certificateholders.
(c) The Distribution Account. The Trustee, for the benefit of the
-------------------------
Series 1998-7 Certificateholders, shall cause to be established and
maintained in the name of the Trust, with an office or branch of a
Qualified Institution (other than the Transferor), which shall
initially be the Paying Agent, a non-interest bearing segregated
account (the "Distribution Account") bearing a designation clearly
--------------------
indicating that the funds deposited therein are held in trust for the
benefit of the Series 1998-7 Certificateholders.
29
<PAGE> 34
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
1998-7 Certificateholders."
(B) Article IV of the Agreement (except for Sections 4.01,
4.02 and 4.03 thereof) shall read in its entirety as follows and shall be
applicable only to the Series 1998-7 Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.04 Rights of Certificateholders. The Investor
-----------------------------
Certificates shall represent undivided interests in the Trust, consisting of the
right to receive, to the extent necessary to make the required payments with
respect to such Investor Certificates at the times and in the amounts specified
in this Agreement, (a) the Floating Allocation Percentage and Fixed/Floating
Allocation Percentage (as applicable from time to time) of Collections received
with respect to the Receivables and (b) funds on deposit in the Collection
Account, the Finance Charge Account, the Principal Account, the Principal
Funding Account, the Reserve Account and the Distribution Account (for such
Series, the "Series 1998-7 Certificateholders' Interest"). The Excess Collateral
------------------------------------------
shall be subordinate to the Class A Certificates and the Class B Certificates.
The Class B Certificates shall be subordinate to the Class A Certificates. The
Exchangeable Transferor Certificate shall not represent any interest in the
Collection Account, the Finance Charge Account, the Principal Account, the
Principal Funding Account, the Reserve Account or the Distribution Account,
except as specifically provided in this Article IV.
Section 4.05 Collections and Allocation.
---------------------------
(a) Collections. The Servicer will apply or will instruct the
------------
Trustee to apply all funds on deposit in the Collection Account, the Finance
Charge Account, the Principal Account, the Principal Funding Account, the
Reserve Account or the Distribution Account allocable to
30
<PAGE> 35
the Series 1998-7 Certificates as described in this Article IV.
(b) Daily Allocations During the Revolving Period. During the
----------------------------------------------
Revolving Period, the Servicer shall, prior to the close of business on each
Date of Processing, allocate the following amounts as set forth below:
(i) Allocate to the Series 1998-7 Certificateholders
the Floating Allocation Percentage of Collections of Finance Charge
Receivables and deposit and retain in the Finance Charge Account (A)
prior to the Calculation Date in each Monthly Period an amount equal to
the product of (x) the Floating Allocation Percentage and (y) the
aggregate amount of Collections of Finance Charge Receivables on such
Date of Processing, or (B) on and after each such Calculation Date to
and including the last day of such Monthly Period, the lesser of (x)
the product of (1) the Floating Allocation Percentage and (2) the
aggregate amount of Collections of Finance Charge Receivables on such
Date of Processing and (y) the excess of (1) the sum of the Monthly
Interest, the Interest Shortfall and the Default Interest for the
Distribution Date following the then current Monthly Period (plus, if
the Transferor is not the Servicer, the Investor Monthly Servicing Fee)
over (2) the amounts previously deposited in the Finance Charge Account
with respect to the current Monthly Period pursuant to this subsection
4.05(b)(i) of the Agreement. On each Date of Processing on and after
each Calculation Date, Collections of Finance Charge Receivables
allocated to the Series 1998-7 Certificates in excess of the amount
required to be deposited and retained in the Finance Charge Account as
provided above shall be held by the Servicer and applied in accordance
with subsection 4.05(f) of the Agreement. In addition, on the Closing
Date, the Transferor shall make a deposit to the Finance Charge Account
in an amount equal to $1,990,000 to be applied as Collections of
Finance Charge Receivables allocated to the Series 1998-7 Certificates.
Notwithstanding the foregoing, on each Date of Processing from and
including each Daily Deposit Date to but excluding the immediately
succeeding Reversion Date, the Servicer shall be required to allocate
to the Series 1998-7 Certificateholders the Floating Allocation
Percentage of Collections of Finance Charge
31
<PAGE> 36
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 1998-7 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 the
Minimum Transferor Interest (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 Excess Collateral Floating Allocation
Percentage and (y) the Collections of Principal Receivables on any
such Date of Processing ("Subordinate Principal Collections") with
---------------------------------
respect to the then current Monthly Period will be deposited into the
Principal Account on a daily basis during such Monthly Period in an
aggregate amount not to exceed the Finance Charge Deficit; at such time
as
32
<PAGE> 37
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 1998-7 Certificateholders
and deposit and retain in the Finance Charge Account an amount equal to
the product of (A) the Floating Allocation Percentage on such Date of
Processing and (B) the aggregate amount of Collections of Finance
Charge Receivables on such Date of Processing.
(ii) Allocate to the Series 1998-7 Certificateholders
and retain in the Principal Account an amount equal to the product of
(x) the Fixed/Floating Allocation Percentage on such Date of Processing
and (y) the aggregate amount of Collections of Principal Receivables on
such Date of Processing (for any such date, a "Percentage Allocation");
----------- -----------
provided, however, that if the sum of such Percentage Allocations with
-------- -------
respect to the same Monthly Period exceeds the Controlled Deposit
Amount for the related Distribution Date, then such excess shall be
paid to the Holder of the Exchangeable Transferor Certificate (subject
to the obligation of the Transferor to make an amount equal to the
Reallocated Principal Collections and Excess Principal Collections for
such Monthly Period available on the related Transfer Date in
accordance with subsection 4.05(f) of the Agreement) if the Transferor
Interest on such Date of Processing is greater than the Minimum
Transferor Interest (after giving effect to all Principal Receivables
transferred to the Trust on such day) and otherwise shall be deposited
in the Collection Account and applied in accordance with subsection
4.03(f) of the Agreement; provided, further, that on and after the
-------- -------
Calculation Date if there is a Finance Charge Deficit, Subordinate
Principal Collections with respect to each Monthly Period will be
deposited into the Principal Account on a daily basis during such
Monthly Period in an aggregate
33
<PAGE> 38
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 1998-7 Certificateholders
and deposit and retain in the Finance Charge Account an amount equal to
the product of (A) the Floating Allocation Percentage on such Date of
Processing and (B) the aggregate amount of Collections of Finance
Charge Receivables on such Date of Processing.
(ii) Allocate to the Series 1998-7 Certificateholders
and deposit and retain in the Principal Account an amount equal to the
product of (A) the Fixed/Floating Allocation Percentage on such Date of
Processing and (B) the aggregate amount of Collections of Principal
Receivables on such Date of Processing; provided, however, that after
-------- -------
the date on which an amount of such Collections equal to the Invested
Amount has been deposited into the Collection Account and allocated to
the Series 1998-7 Certificateholders, the amount determined in
accordance with this subparagraph (ii) shall be paid to the Holder of
the Exchangeable Transferor Certificate only if the Transferor Interest
on such Date of Processing is greater than the Minimum Transferor
Interest (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.
34
<PAGE> 39
(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 1998-7 Certificateholders and deposit in
the Finance Charge Account an amount equal to (i) the lesser of (A) the product
of (x) the Floating Allocation Percentage with respect to the preceding Monthly
Period and (y) the aggregate amount of Collections of Finance Charge Receivables
for the related Monthly Period, and (B) the aggregate of the amounts to be
applied from amounts on deposit in the Finance Charge Account on such Transfer
Date pursuant to subsections 4.09(a)(i) through (iii), 4.09(b)(i) and (ii),
4.09(c)(i) and 4.13(a) through (k) of the Agreement, 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, N.A., as Transferor or
Servicer, pursuant to this Agreement or the Transfer and Administration
Agreement, 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, N.A., 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 the 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
1998-7, not to exceed (x) during the Revolving Period, the Floating Allocation
Percentage of Collections of Principal Receivables for the related Monthly
Period or (y) during the Accumulation Period, the Fixed/Floating Allocation
Percentage of Collections of Principal Receivables for the related Monthly
Period less the amount thereof applied to pay Monthly Principal on the related
Distribution Date.
(g) Notwithstanding anything in this Section 4.05, if on any
date the aggregate amount of Principal Receivables is less than the sum of the
Invested Amounts for all Series then outstanding, all Collections of Prin-
35
<PAGE> 40
cipal 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 1998-7. Such deposits to be treated as Collections will be
allocated as Finance Charge Receivables or Principal Receivables as indicated in
the Agreement.
Section 4.06 Determination of Monthly Interest for the Series
------------------------------------------------
1998-7 Certificates. (a) The amount of monthly interest (for the Series 1998-7
- --------------------
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 (a) the Class A Certificate Rate for the period from
and including the Closing Date to and including October 18, 1998, (b) a fraction
the numerator of which is 32 and the denominator of which is 360 and (c) the
Class A Initial Invested Amount.
On the Determination Date preceding each Distribution Date,
the Servicer shall determine an amount (the "Class A Interest Shortfall") equal
------ - -------- ----------
to the excess, if any, of (x) the aggregate Class A Monthly Interest for the
Interest Period applicable to the preceding Distribution Date over (y) the
amount which was paid to the Class A Certificateholders in respect of interest
on such preceding Distribution Date. If there is a Class A Interest Shortfall
with respect to any Distribution Date, an additional amount ("Class A Default
------ - -------
Interest") shall be payable as provided herein with respect to the Class A Cer-
- ---------
36
<PAGE> 41
tificates 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 1998-7
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 (a) the Class B Certificate Rate for the period from and
including the Closing Date to and including October 18, 1998, (b) a fraction the
numerator of which is 32 and the denominator of which is 360 and (c) the Class B
Initial Invested Amount.
On the Determination Date preceding each Distribution Date,
the Servicer shall determine an amount (the "Class B Interest Shortfall") equal
------ - -------- ----------
to the excess, if any, of (x) the aggregate Class B Monthly Interest for the
Interest Period applicable to the preceding Distribution Date over (y) the
----
amount which was paid to the Class B Certificateholders in respect of interest
on such preceding Distribution Date. If there is a Class B Interest Shortfall
with respect to any Distribution Date, an additional amount ("Class B Default
------ - -------
Interest") shall be payable as provided herein with respect to the Class B
- ---------
Certificates on each Distribution Date following such Distribution Date to and
including the Distribution Date on which such Class B Interest Shortfall is paid
to Class B Certificateholders equal to the product of (i) the product of (x) the
Class B Certificate Rate plus 2.00% per annum and (y) a fraction the numerator
of which is the actual
37
<PAGE> 42
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 minimum amount of monthly interest (for the Series
1998-7 Certificates, the "Excess Collateral Minimum Monthly Interest")
------- ---------- ------- ------- ---------
distributable with respect to the Excess Collateral on any Transfer Date shall
be an amount equal to the product of (i) the product of (x) the Excess
Collateral Minimum 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 Excess Collateral Amount as of the close of business on the
last day of the preceding Monthly Period; provided, however, that with respect
-------- -------
to the first Transfer Date, Excess Collateral Minimum Monthly Interest shall be
equal to the product of (a) the Excess Collateral Minimum Rate for the period
from and including the Closing Date to and including October 18, 1998, (b) a
fraction the numerator of which is 32 and the denominator of which is 360 and
(c) the Excess Collateral Initial Amount.
On the Determination Date preceding each Transfer Date, the
Servicer shall determine an amount (the "Excess Collateral Interest Shortfall")
------- ---------- -------- ----------
equal to the excess, if any, of (x) the aggregate Excess Collateral Minimum
Monthly Interest for the Interest Period applicable to the preceding Transfer
Date over (y) the amount which was paid to the Excess Collateral Holders in
----
respect of interest on such preceding Transfer Date pursuant to the terms
hereof.
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
38
<PAGE> 43
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 "Excess Collateral
-----------------
Monthly Principal") distributable from the Principal Account with respect to the
- -----------------
Excess Collateral on each Transfer Date, beginning with the Transfer Date first
preceding the Excess Collateral Principal Commencement Date, shall be an amount
equal to the least of (i) the Available Investor Principal Collections on
deposit in the Principal Account with respect to such Transfer Date (minus the
portion of such Available Investor Principal Collections applied to Class A
Monthly Principal and Class B Monthly Principal on such Transfer Date), (ii) for
each Transfer Date with respect to the Accumulation Period prior to the Excess
Collateral 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 Excess Collateral Adjusted
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
-----------------------
39
<PAGE> 44
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, N.A. 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, N.A. is no longer the
Servicer, the Class B Monthly Servicing Fee for the related Distribution Date
exceeds the Class B Available Funds for the related Monthly Period and (y) the
amount, if any, by which the Class B Investor Default Amount, if any, for such
Distribution Date exceeds the amount of Excess Finance Charge Collections
available to make payments with respect thereto pursuant to subsection 4.13(d)
of the Agreement.
In the event that the sum of the Class A Required Amount and
the Class B Required Amount for such Distribution Date is greater than zero, the
Servicer shall give written notice to the Trustee of such positive Class A
Required Amount or Class B Required Amount on the related 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
40
<PAGE> 45
respect to such Transfer Date, the Collections of Principal Receivables
allocable to the Excess Collateral 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 Excess Collateral (after application to the Class A
Required Amount) shall be applied as specified in Section 4.14 of the Agreement;
provided, however, that the sum of any payments pursuant to this paragraph shall
- -------- -------
not exceed the sum of the Class A Required Amount and the Class B Required
Amount.
Section 4.09 Monthly Payments. On each Transfer Date, the
-----------------
Trustee, acting in accordance with written instructions from the Servicer
substantially in the form of Exhibit D hereto, shall make the withdrawals,
deposits and payments specified in subsections (a) through (h) of this Section
4.09.
(a) On the Transfer Date preceding each Distribution Date, an
amount equal to the Class A Available Funds deposited or deemed to have been
deposited into the Finance Charge Account for the related Monthly Period will be
distributed in the following priority:
(i) an amount equal to Class A Monthly Interest for
such Distribution Date, plus the amount of any Class A Monthly Interest
----
previously due but not paid to Class A Certificateholders on a prior
Distribution Date, plus the amount of any Class A Default Interest for
----
such Distribution Date, shall be deposited by the Servicer or the
Trustee into the Distribution Account;
(ii) if First USA Bank, N.A. 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
41
<PAGE> 46
(determined as of such Distribution Date after giving effect to any
Principal Receivables transferred to the Trust during the Monthly
Period relating to such Distribution Date, any such amount in excess
of the Transferor Interest to be treated as Unallocated Principal
Collections) and (B) deposited in the Principal Account and treated as
a portion of Available Investor Principal Collections for
Distribution Dates with respect to the Amortization Period; and
(iv) the balance, if any, shall constitute Excess
Finance Charge Collections and shall be allocated and distributed as
set forth in Section 4.13 of the Agreement.
(b) On the Transfer Date preceding each Distribution Date, an
amount equal to the Class B Available Funds deposited or deemed to have been
deposited in the Finance Charge Account for the related Monthly Period will be
distributed in the following priority:
(i) an amount equal to the Class B Monthly Interest
for such Distribution Date, plus the amount of any Class B Monthly
----
Interest previously due but not paid to the Class B Certificateholders
on a prior Distribution Date, plus the amount of any Class B Default
----
Interest for such Distribution Date, shall be deposited by the Servicer
or the Trustee into the Distribution Account;
(ii) if First USA Bank, N.A. 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 Excess Collateral 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, N.A. is no longer the
Servicer, an amount equal to the Excess Collat-
42
<PAGE> 47
eral Monthly Servicing Fee for such Distribution Date shall be
distributed to the Servicer; and
(ii) the balance, if any, shall constitute Excess
Finance Charge Collections and shall be allocated and distributed as
set forth in Section 4.13 of the Agreement.
(d) On each Transfer Date during the Revolving Period, the
Trustee shall distribute an amount equal to the Available Investor Principal
Collections deposited or deemed to have been deposited into the Principal
Account for the related Monthly Period in the following priority:
(i) an amount equal to the lesser of (A) the product
of (1) a fraction, the numerator of which is equal to the Available
Investor Principal Collections and the denominator of which is equal
to the sum of the Principal Collections available for sharing as
specified in the related Series Supplement for each Series and (2) the
Principal Shortfall applicable to such other Series and (B) remaining
Available Investor Principal Collections, shall be treated as Excess
Principal Collections and be deposited in the applicable principal
accounts for such other Series with Principal Shortfalls; and
(ii) an amount equal to the excess, if any, of (A)
the Available Investor Principal Collections for such Transfer Date
over (B) the applications specified in subsection 4.09(d)(i) above
shall be paid to the Holder of the Exchangeable Transferor Certificate;
provided, however, that the amount to be paid to the Holder of the
-------- -------
Exchangeable Transferor Certificate pursuant to this subsection
4.09(d)(ii) with respect to such Transfer Date shall be paid to the
Holder of the Exchangeable Transferor Certificate only if the
Transferor Interest on the related Date of Processing is greater than
the Minimum Transferor Interest (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) of the Agreement.
43
<PAGE> 48
(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
Excess Collateral 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, paid to the Excess Collateral Holders;
(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
44
<PAGE> 49
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 1998-7; and
(v) an amount equal to the excess, if any, of (A) the
Available Investor Principal Collections over (B) the applications
specified in subsection 4.09(e)(i) through (iv) above shall be paid to
the Holder of the Exchangeable Transferor Certificate; provided,
--------
however, that the amount to be paid to the Holder of the Exchangeable
-------
Transferor Certificate pursuant to this subsection 4.09(e)(v) with
respect to such Transfer Date shall be paid to the Holder of the
Exchangeable Transferor Certificate only if the Transferor Interest on
the related Date of Processing is greater than the Minimum Transferor
Interest (after giving effect to the inclusion in the Trust of all
Receivables created on or prior to such Transfer Date and the
application of payments referred to in subsection 4.03(b) of the
Agreement) and otherwise shall be considered as Unallocated Principal
Collections and deposited into the Principal Account in accordance with
subsection 4.03(f) of the Agreement; provided, further, that in no
-------- -------
event shall the amount payable to the Holder of the Exchangeable
Transferor Certificate pursuant to this subsection 4.09(e)(v) be
greater than the Transferor Interest on such Transfer Date.
(f) On the earlier to occur of the first Transfer Date with
respect to the Rapid Amortization Period or the Transfer Date immediately
preceding the Class A Scheduled Payment Date, the Trustee shall withdraw from
the Principal Funding Account and (i) deposit in the Distribution Account the
amount deposited in the Principal Funding Account pursuant to subsections
4.09(e)(i) and 4.09(e)(ii) of the Agreement and (ii) pay to the Excess
Collateral Holders, in accordance with subsection 5.01(c) of the Agreement, an
amount equal to the lesser of the amount deposited in the Principal Funding
Account pursuant to subsection 4.09(e)(iii) of the Agreement and the Excess
Collateral Amount.
(g) [Reserved]
45
<PAGE> 50
(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)(i) 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; and
(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.
(i) The Accumulation Period is scheduled to commence at the
close of business on July 31, 2000; provided, however, that, if the
-------- -------
Accumulation Period Length (determined as described below) is less than 12
months, the date on which the Accumulation Period actually commences may, at
the option of the Servicer, upon written notice to the Trustee, be delayed to
the first Business Day of the month that is the number of months prior to the
Class A Scheduled Payment Date at least equal to the Accumulation Period Length
and, as a result, the number of Monthly Periods in the Accumulation Period will
at least equal the Accumulation Period Length. On each Determination Date until
the Accumulation Period begins, the Servicer will determine the "Accumulation
-------------
Period Length" which will equal the number of months such that the sum of the
- -------------
Accumulation Period Factors for each month during such period will be equal to
or greater than the Required Accumulation Factor Number; provided, however, that
-------- -------
the Accumulation Period Length will not be less than one month.
Section 4.10 Payment of Class A Certificate and Class B
------------------------------------------
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
46
<PAGE> 51
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
and 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.
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 Excess Collateral Amount
will be reduced by the amount of such excess, but not more than the Excess
Collateral 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 Excess Collateral Amount to be a negative number, the
Excess Collateral Amount will be reduced to zero, and the Class B Invested
Amount will be reduced by the amount by which the Excess Collateral 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
47
<PAGE> 52
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 Excess Collateral 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 Excess Collateral 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 Excess
Collateral Amount to be a negative number, the Excess Collateral Amount shall
be reduced to zero and the Class B Invested Amount shall be reduced by the
amount by which the Excess Collateral 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 Excess Collateral 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 by an amount in excess of the unpaid principal balance of
the Class B Certificates) on any Distribution Date by the amount of Excess
Finance Charge Collections allocated and available for that purpose as described
under subsection 4.13(e) of the Agreement.
(c) On each Distribution Date, the Servicer shall calculate
the Excess Collateral Default Amount. If on any Distribution Date, the Excess
Collateral 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 Excess
Collateral 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 Excess Collateral Amount for such Distribution Date
(an "Excess Collateral Charge-Off"). The Excess Collateral 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
48
<PAGE> 53
Excess Collateral 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 Excess Collateral Amount
will thereafter be reimbursed (but not by an amount in excess of the unpaid
principal balance of the Excess Collateral Amount) 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
------------------------------------------------
1998-7 Certificates. On each Transfer Date, the Servicer will apply or cause the
- --------------------
Trustee to apply Excess Finance Charge Collections with respect to the related
Monthly Period, to make the following distributions in the following priority:
(a) an amount equal to the Class A Required Amount, if any,
with respect to the related Monthly Period will be used to fund the Class A
Required Amount and be applied in accordance with subsection 4.09(a) of the
Agreement;
(b) an amount equal to the aggregate amount of Class A
Investor Charge-Offs, which have not been previously reimbursed (after giving
effect to the allocation with respect to the related Distribution Date of
certain other amounts applied for that purpose) will be distributed to the
Holder of the Exchangeable Transferor Certificate on Transfer Dates with
respect to the Revolving Period, but not exceeding the Transferor Interest in
Principal Receivables on such day (after giving effect to any new Principal
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;
(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
49
<PAGE> 54
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 on such day (after giving effect to any new Principal
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;
(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 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 Principal
Receivables transferred to the Trust on such day) and on Transfer Dates with
respect to the Amortization Period will be deposited in the Principal Account
and treated as a portion of Available Investor Principal Collections for the
related Distribution Date;
(f) an amount equal to the Excess Collateral Minimum Monthly
Interest for such Transfer Date, plus the amount of any Excess Collateral
Minimum Monthly Interest previously due but not paid to the Excess Collateral
Holders on a prior Transfer Date will be paid to the Excess Collateral Holders
in accordance with subsection 5.01(c) of the Agreement;
(g) an amount equal to the Unpaid Investor Monthly Servicing
Fee will be paid to the Servicer;
(h) an amount equal to the aggregate Excess Collateral Default
Amount, if any, for the related Distribution Date will be distributed to the
holder of the Exchangeable Transferor Certificate on Transfer Dates with
50
<PAGE> 55
respect to the Revolving Period (but not exceeding the Transferor Interest in
Principal Receivables on such day (after giving effect to any new Principal
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;
(i) an amount equal to the aggregate amount by which the
Excess Collateral Amount has been reduced below the Excess Collateral Initial
Amount for reasons other than the payment of principal to the Excess Collateral
Holders (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 Principal
Receivables transferred to the Trust on such day) and on Transfer Dates with
respect to the Amortization Period will be deposited in the Principal Account
and treated as a portion of Available Investor Principal Collections for the
related Distribution Date;
(j) on each Transfer Date from and after the Reserve Account
Funding Date, but prior to the date on which the Reserve Account terminates as
described in subsection 4.17(f) of the Agreement, an amount up to the excess, if
any, of the Required Reserve Account Amount over the Available Reserve Account
Amount shall be deposited into the Reserve Account; and
(k) the balance, if any, after giving effect to the payments
made pursuant to subparagraphs (a) through (j) above shall be paid to the Excess
Collateral Holders in accordance with subsection 5.01(c) of the Agreement.
Section 4.14 Reallocated Principal Collections for the Series
------------------------------------------------
1998-7 Certificates.
(a) On each Distribution Date, the Servicer will apply or
cause the Trustee to apply an amount, not to exceed the Excess Collateral
Amount, equal to the product of (a)(i) during the Revolving Period, the Excess
Collateral Floating Allocation Percentage or (ii) during an Amortization
Period, the Excess Collateral Fixed/Floating
51
<PAGE> 56
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
-----------
Excess Collateral 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(c) and (d) of the Agreement; and
(ii) any such collections not applied in the
foregoing manner (and therefore not constituting Reallocated Excess
Collateral Principal Collections) will, on Distribution Dates with
respect to the Revolving Period, be applied as Available Investor
Principal Collections.
(b) On each Distribution Date, the Servicer will apply or
cause the Trustee to apply an amount, not to exceed the Class B Invested Amount,
equal to the product of (a)(i) during the Revolving Period, the Class B Floating
Allocation Percentage or (ii) during an Amortization Period, the Class B
Fixed/Floating Allocation Percentage and (b) the amount of Collections of
Principal Receivables with respect to the related Monthly Period in the
following priority (such collections applied in accordance with clause (i) below
are called "Reallocated Class B Principal Collections"):
-------------------------------------------
(i) an amount equal to the excess, if any, of the
Class A Required Amount with respect to such related Monthly Period
over the sum of (x) the amount of Excess Finance Charge Collections
with respect to such related Monthly Period and (y) the amount of
Reallocated Excess Collateral 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
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(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 Excess Collateral Amount shall
be reduced by the amount of Reallocated Excess Collateral 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 Excess
Collateral Amount to be a negative number, the Excess Collateral Amount shall
be reduced to zero and the Class B Invested Amount shall be reduced by the
amount by which the Excess Collateral Amount would have been reduced below zero.
In the event that the reallocation of Principal Collections would cause the
Class B Invested Amount to be a negative number on any Distribution Date,
Principal Collections shall be reallocated on such Distribution Date in an
aggregate amount not to exceed the amount which would cause the Class B Invested
Amount to be reduced to zero.
Section 4.15 Determination of LIBOR.
-----------------------
(a) On each LIBOR Determination Date, the Trustee shall
determine LIBOR on the basis of the rate for deposits in United States dollars
for a period equal to the relevant Interest Period which appears on Telerate
Page 3750 as of 11:00 a.m., London time, on such date. If such rate does not
appear on Telerate Page 3750, the rate for that LIBOR Determination Date shall
be determined on the basis of the rates at which deposits in United States
dollars are offered by the Reference Banks at approximately 11:00 a.m., London
time, on that day to prime banks in the London interbank market for a period
equal to the relevant Interest Period. The Trustee shall request the principal
London office of each of the Reference Banks to provide a quotation of its rate.
If at least two such quotations are provided, the rate for that LIBOR
Determination Date shall be the arithmetic mean of 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
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loans in United States dollars to leading European banks for a period equal to
the relevant Interest Period.
(b) The Class A Certificate Rate and the Class B Certificate
Rate applicable to the then current and the immediately preceding Interest
Periods may be obtained by any Series 1998-7 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 the Class B Monthly Interest
applicable to an Interest Period to be provided to the Luxembourg Stock Exchange
within one Business Day of the date on which the Trustee receives notification
of the Class A Monthly Interest and the Class B Monthly Interest from the
Servicer.
Section 4.16 Principal Funding Account.
--------------------------
(a) The Servicer shall establish and maintain with a Qualified
Institution, which may be the Trustee, in the name of the Trustee, on behalf of
the Trust, for the benefit of the Investor Certificateholders, a segregated
trust account with the corporate trust department of such Qualified Institution
(the "Principal Funding Account"), bearing a designation clearly indicating that
---------- ------- --------
the funds deposited therein are held for the benefit of the Investor
Certificateholders. The Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Principal Funding Account and in
all proceeds thereof. The Principal Funding Account shall be under the sole
dominion and control of the Trustee for the benefit of the Investor
Certificateholders. If any time the institution holding 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
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such new Principal Funding Account. The Trustee, at the written direction of the
Servicer, shall (i) make withdrawals from the Principal Funding Account from
time to time, in the amounts and for the purposes set forth in this Supplement,
and (ii) on each Transfer Date (from and after the commencement of the
Accumulation Period) prior to termination of the Principal Funding Account make
a deposit into the Principal Funding Account in the amount specified in, and
otherwise in accordance with, subsection 4.09(e) of the Agreement.
(b) Funds on deposit in the Principal Funding Account shall be
invested at the written direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Principal Funding Account on any Transfer
Date, after giving effect to any withdrawals from the Principal Funding Account
on such Transfer Date, shall be invested in such investments that will mature so
that such funds will be available for withdrawal on or prior to the following
Transfer Date. The Trustee shall maintain for the benefit of the Investor
Certificateholders possession of the negotiable instruments or securities, if
any, evidencing such Permitted Investments. No Permitted Investment shall be
disposed of prior to its maturity.
On the Transfer Date occurring in the month following the
commencement of the Accumulation Period and on each Transfer Date thereafter
with respect to the Accumulation Period, the Trustee, acting at the Servicer's
written direction given on such Transfer Date, shall (x) transfer from the
Principal Funding Account to the Finance Charge Account the Principal Funding
Investment Proceeds on deposit in the Principal Funding Account, but not in
excess of the Covered Amount, for application as Class A Available Funds, Class
B Available Funds and Excess Collateral 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 Excess Collateral Holders.
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.
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Section 4.17 Reserve Account.
----------------
(a) The Servicer shall establish and maintain with a Qualified
Institution, which may be the Trustee, in the name of the Trustee, on behalf of
the Trust, for the benefit of the Investor Certificateholders, a segregated
trust account with the corporate trust department of such Qualified Institution
(the "Reserve Account"), bearing a designation clearly indicating that the funds
-------- --------
deposited therein are held for the benefit of the Investor Certificateholders.
The Trustee shall possess all right, title and interest in all funds on deposit
from time to time in the Reserve Account and in all proceeds thereof. The
Reserve Account shall be under the sole dominion and control of the Trustee for
the benefit of the Investor Certificateholders. If at any time the institution
holding the Reserve Account ceases to be a Qualified Institution the Transferor
shall notify the Trustee, and the Trustee upon being notified (or the Servicer
on its behalf) shall, within 10 Business Days, establish a new Reserve Account
meeting the conditions specified above with a Qualified Institution, and shall
transfer any cash or any investments to such new Reserve Account. The Trustee,
at the written direction of the Servicer, shall (i) make withdrawals from the
Reserve Account from time to time in an amount up to the Available Reserve
Account Amount at such time, for the purposes set forth in this Supplement, and
(ii) on each Transfer Date (from and after the Reserve Account Funding Date)
prior to termination of the Reserve Account make a deposit into the Reserve
Account in the amount specified in, and otherwise in accordance with, subsection
4.13(j) of the Agreement.
(b) Funds on deposit in the Reserve Account shall be invested
at the written direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Reserve Account on any Transfer Date, after
giving effect to any withdrawals from the Reserve Account on such Transfer Date,
shall be invested in such investments that will mature so that such funds will
be available for withdrawal on or prior to the following 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
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<PAGE> 61
deposit in the Reserve Account shall be retained in the Reserve Account (to the
extent that the Available Reserve Account Amount is less than the Required
Reserve Account Amount) and the balance, if any, shall be deposited into the
Finance Charge Account for application as Collections of Finance Charge
Receivables allocable to the Investor Certificates on such Transfer Date. For
purposes of determining the availability of funds or the balance in the Reserve
Account for any reason under this Supplement, except as otherwise provided in
the preceding sentence, investment earnings on such funds shall be deemed not to
be available or on deposit.
(c) On each Transfer Date with respect to the Accumulation
Period prior to the payment in full of the Invested Amount and the first
Transfer Date with respect to the Rapid Amortization Period, the Servicer shall
calculate the "Reserve Draw Amount" which shall be equal to the Principal
---------------------
Funding Investment Shortfall with respect to each Transfer Date with respect to
the Accumulation Period or the first Transfer Date with respect to the Rapid
Amortization Period; provided, however, that such amount will be reduced to the
-------- -------
extent that funds otherwise would be available for deposit in the Reserve
Account under subsection 4.13(j) of the Agreement with respect to such Transfer
Date.
(d) In the event that for any Transfer Date the Reserve Draw
Amount is greater than zero, the Reserve Draw Amount, up to the Available
Reserve Account Amount, shall be withdrawn from the Reserve Account on such
Transfer Date by the Trustee (acting in accordance with the written instructions
of the Servicer), deposited into the Finance Charge Account for application in
accordance with Section 4.09 of the Agreement.
(e) In the event that the Reserve Account Surplus on any
Transfer Date, after giving effect to all deposits to and withdrawals from the
Reserve Account with respect to such Transfer Date, is greater than zero, the
Trustee, acting in accordance with the 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
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Agreement, (ii) the day on which the Invested Amount is paid in full to the
Series 1998-7 Certificateholders, (iii) if the Accumulation Period has not
commenced, the occurrence of a Pay Out Event with respect to Series 1998- 7 and
(iv) if the Accumulation Period has commenced, the earlier of the first Transfer
Date with respect to the Rapid Amortization Period and the Class A Scheduled
Payment Date, the Trustee, acting in accordance with the written instructions of
the Servicer, after the prior payment of all amounts owing to the Series 1998-7
Certificateholders that are payable from the Reserve Account as provided herein,
shall withdraw from the Reserve Account and deposit in the Finance Charge
Account all amounts, if any, on deposit in the Reserve Account for application
in accordance with Section 4.09 of the Agreement, and the Reserve Account shall
be deemed to have terminated for purposes of this Supplement.
SECTION 7. Article V of the Agreement. Article V of the
---------------------------
Agreement shall read in its entirety as follows and shall be applicable only to
the Series 1998-7 Certificates:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
Section 5.01 Distributions.
--------------
(a) On each Distribution Date, the Paying Agent shall
distribute (in accordance with the certificate delivered by the Servicer to the
Trustee pursuant to subsection 3.04(b) of the Agreement) to each Class A
Certificateholder of record on the preceding Record Date (other than as provided
in subsection 2.04(e) or in Section 12.03 of the Agreement respecting a final
distribution) such Certificateholder's pro rata share (based on the aggregate
--- ----
Undivided Interests represented by Class A Certificates held by such
Certificateholder) of amounts on deposit in the Distribution Account as are
payable to the Class A Certificateholders pursuant to subsection 4.09(h) and
Section 4.10 of the Agreement by check mailed to each Class A Certificateholder
at such Certificateholder's address as it appears on the Certificate Register
or, in the case of Class A Certificateholders holding Class A Certificates
evidencing Undivided Interests aggregating not less than 80% of the Invested
Amount, by wire trans-
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fer, at the expense of such Class A Certificateholder, to an account or accounts
designated by such Class A Certificateholder by written notice given to the
Paying Agent not less than five days prior to the related Distribution Date;
provided, however, that the final payment in retirement of the Class A
- -------- -------
Certificates will be made only upon presentation and surrender of the Class A
Certificates at the office or offices specified in the notice of such final
distribution delivered by the Trustee pursuant to Section 12.03 of the
Agreement.
(b) On each Distribution Date, the Paying Agent shall
distribute (in accordance with the certificate delivered by the Servicer to the
Trustee pursuant to subsection 3.04(b) of the Agreement) to each Class B
Certificateholder of record on the preceding Record Date (other than as provided
in subsection 2.04(e) or in Section 12.03 of the Agreement respecting a final
distribution) such Certificateholder's pro rata share (based on the aggregate
--- ----
Undivided Interests represented by Class B Certificates held by such
Certificateholder) of amounts on deposit in the Distribution Account as are
payable to the Class B Certificateholders pursuant to subsection 4.09(h) and
Section 4.10 of the Agreement by check mailed to each Class B Certificateholder
at such Certificateholder's address as it appears on the Certificate Register
or, in the case of Class B Certificateholders holding Class B Certificates
evidencing Undivided Interests aggregating not less than 80% of the Class B
Invested Amount, by wire transfer, at the expense of such Class B
Certificateholder, to an account or accounts designated by such Class B
Certificateholder by written notice given to the Paying Agent not less than five
days prior to the related Distribution Date; provided, however, that the final
-------- -------
payment in retirement of the Class B Certificates will be made only upon
presentation and surrender of the Class B Certificates at the office or offices
specified in the notice of such final distribution delivered by the Trustee
pursuant to Section 12.03 of the Agreement.
(c) On each Transfer Date, the Trustee shall distribute (in
accordance with the certificate delivered by the Servicer to the Trustee
pursuant to subsection 3.04(b) of the Agreement) to the Excess Collateral
Holders the amounts payable to the Excess Collateral Holder pursuant to
subsection 4.09(e)(iii), subsection 4.09(f)(ii), subsection 4.13(f), subsection
4.13(k) and subsection 4.16(b) of the Agreement by wire transfer, at the expense
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of such Excess Collateral Holders, to an account or accounts designated by such
Excess Collateral Holders by written notice given to the Trustee not less than
five days prior to the related Transfer Date.
Section 5.02 Monthly Certificateholders' Statement.
--------------------------------------
(a) On each Distribution Date, the Paying Agent shall forward
to each Certificateholder and each Rating Agency a statement substantially in
the form of Exhibit E 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 Excess Collateral Amount, 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 Excess Collateral Amount, 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 Excess Collateral Amount, the Floating Allocation
Percentage and, during the Amortization Period, the Fixed/Floating
Allocation Percentage with respect to
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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 and 155 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 Excess Collateral Default Amount for the related Monthly
Period;
(ix) the aggregate amount of Class A Investor
Charge-Offs and the amount by which the Class B Invested Amount and the
Excess Collateral 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 Excess Collateral 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 Excess Collateral Monthly
Servicing Fee for the related Monthly Period;
(xii) the amount of Reallocated Excess Collateral
Principal Collections and Reallocated Class B Principal Collections
with respect to such
Distribution Date;
(xiii) the Excess Collateral Amount as of the close
of business on such Distribution Date;
(xiv) the Portfolio Yield for the related Monthly
Period;
(xv) the Base Rate for the related Monthly Period;
(xvi) the Principal Funding Account Balance on the
related Transfer Date;
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(xvii) the Accumulation Shortfall;
(xviii) the Accumulation Period Commencement Date
and the Accumulation Period Length; and
(xix) the Principal Funding Investment Shortfall, the
Required Reserve Account Amount, the Reserve Account Balance and the
Reserve Draw Amount for such Monthly Period.
(b) Annual Certificateholders' Tax Statement. On or before
-----------------------------------------
January 31 of each calendar year, beginning with calendar year 1999, the Trustee
shall distribute to each Person who at any time during the preceding calendar
year was a Class A Certificateholder or a Class B Certificateholder, a statement
prepared by the Servicer containing the information required to be contained in
the regular monthly report to Series 1998-7 Certificateholders, as set forth in
subclauses (i), (ii) and (iii) above, aggregated for such calendar year or the
applicable portion thereof during which such Person was a Series 1998-7
Certificateholder, together with such other customary information (consistent
with the treatment of the Class A Certificates and Class B Certificates as debt)
as the Trustee or the Servicer deems necessary or desirable to enable the Class
A Certificateholders and the Class B Certificateholders to prepare their tax
returns. Such obligations of the Trustee shall be deemed to have been satisfied
to the extent that substantially comparable information shall be provided by the
Trustee pursuant to any requirements of the Code as from time to time in effect.
SECTION 8. Series 1998-7 Pay Out Events. If any one of the
-----------------------------
following events shall occur with respect to the Series 1998-7 Certificates:
(a) failure on the part of the Transferor (i) to make any
payment or deposit required by the terms of (A) the Agreement or (B) this Series
Supplement, on or before the date occurring five days after the date such
payment or deposit is required to be made herein or (ii) duly to observe or
perform in any material respect any covenants or agreements of the Transferor
set forth in the Agreement or this Series Supplement, which failure has a
material adverse effect on the Series 1998-7 Certificateholders and which
continues unremedied for a period of 60 days after the date on which written
notice of such fail-
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ure, 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
1998-7 Certificates evidencing Undivided Interests aggregating not less than 50%
of the Invested Amount of this Series 1998-7, and continues to affect materially
and adversely the interests of the Series 1998-7 Certificateholders for such
period;
(b) any representation or warranty made by the Transferor in
the Agreement or this Series Supplement, or any information contained in a
computer file or microfiche list required to be delivered by the Transferor
pursuant to Section 2.01 or 2.06 of the Agreement, (i) shall prove to have been
incorrect in any material respect when made or when delivered, which continues
to be incorrect in any material respect for a period of 60 days after the date
on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Transferor by the Trustee, or to the Transferor and
the Trustee by the Holders of the Series 1998-7 Certificates evidencing
Undivided Interests aggregating more than 50% of the Invested Amount of this
Series 1998-7 and (ii) as a result of which the interests of the Series 1998-7
Certificateholders are materially and adversely affected and continue to be
materially and adversely affected for such period; provided, however, that a
-------- -------
Series 1998-7 Pay Out Event pursuant to this subsection 9(b) shall not be deemed
to have occurred hereunder if the Transferor has accepted reassignment of the
related Receivable, or all of such Receivables, if applicable, during such
period in accordance with the provisions of the Agreement;
(c) the average Portfolio Yield for any three consecutive
Monthly Periods is less than the average Base Rate for such three consecutive
Monthly Periods;
(d) the Transferor shall fail to convey Receivables arising
under Additional Accounts to the Trust, as required by subsection 2.06(a) of the
Agreement; or
(e) any Servicer Default shall occur which would have a
material adverse effect on the Series 1998-7 Certificateholders.
then, in the case of any event described in subparagraph (a), (b) or (e), after
the applicable grace period set forth in such subparagraphs, either the Trustee
or the
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Holders of Series 1998-7 Certificates evidencing Undivided Interests aggregating
more than 50% of the Invested Amount of this Series 1998-7 by notice then given
in writing to the Transferor and the Servicer (and to the Trustee if given by
the Certificateholders) may declare that a pay out event (a "Series 1998-7 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 1998-7 Pay Out Event shall
occur without any notice or other action on the part of the Trustee or the
Series 1998-7 Certificateholders immediately upon the occurrence of such event.
For purposes of Series 1998-7, the fifth sentence of
subsection 9.02(a) of the Agreement shall be amended to read in its entirety as
follows:
"If, however, with respect to the portion of the Receivables allocable
to any outstanding Series, the holders of more than 50% of the
principal amount of the Class A Certificates and the Class B
Certificates and in the case of the Excess Collateral Amount, holders
of more than 50% of the principal amount of the Excess Collateral
Amount as well as more than 50% of holders of interests in the right to
receive interest payments in respect of the Excess Collateral Amount,
instruct the Trustee not to sell the portion of the Receivables
allocable to such Series, the Trust shall continue with respect to such
Series pursuant to the terms of the Agreement and the Supplement."
SECTION 9. Series 1998-7 Termination. The right of the Series
--------------------------
1998-7 Certificateholders to receive payments from the Trust will terminate on
the first Business Day following the Series 1998-7 Termination Date.
SECTION 10. Periodic Finance Charges and Other Fees. The
----------------------------------------
Transferor hereby agrees that, except as otherwise required by any Requirement
of Law, or as is deemed by the Transferor to be necessary in order for the
Transferor to maintain its credit card business, based upon a good faith
assessment by the Transferor, in its sole discretion, of the nature of the
competition in the credit card business, it shall not at any time reduce the
Periodic Finance Charges assessed on any Receivable or other fees on any Account
if, as a result of such reduction, the
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Transferor's reasonable expectation of the Portfolio Yield as of such date would
be less than the Base Rate.
SECTION 11. Transfers of Excess Collateral. (a) No portion of
-------------------------------
the Excess Collateral 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. No portion of the Excess Collateral or any interest therein may be
Transferred to any Person (other than Bankers Trust (Delaware), not in its
individual capacity but solely in its capacity as owner trustee of the First USA
Secured Note Trust 1998-7 and The Bank of New York, not in its individual
capacity but solely in its capacity as indenture trustee for the First USA
Secured Note Trust 1998-7) (each, an "Assignee"), unless the Assignee shall
--------
have executed and delivered the certification referred to in subsection 11(e)
below. Any attempted Transfer that would cause the number of Targeted Holders to
exceed ninety-nine shall be void.
(b) Each Assignee 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 Excess
Collateral may constitute unrelated business taxable income or (iii) a Person
not described in (i) or (ii) whose ownership of any interest in the Excess
Collateral is effectively connected with the conduct of a trade or business
within the United States (within the meaning of the Code) or (B) an estate or
trust the income of which is includible in gross income for U.S. federal income
tax purposes. Each Assignee also shall agree that (a) if it is a person
described in clause (A)(i) or (A)(ii) above, it will furnish to the Person from
whom it is acquiring any interest in the Excess Collateral, the Servicer and the
Trustee, a properly executed U.S. Internal Revenue Service Form W-9 (and will
agree to furnish a new Form W-9, or any successor applicable form, upon the
expiration or obsolescence of any previously delivered form) or (b) if it is a
person described in clause (A)(iii) above, it will furnish to the person from
whom it is acquiring any interest in the Excess Collateral, the Servicer and the
Trustee, a properly executed U.S. Internal Revenue Service Form 4224 (and
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will agree to furnish a new Form 4224, or any successor applicable form, upon
the expiration or obsolescence of any previously delivered form and comparable
statements in accordance with applicable U.S. laws), and, in each case, such
other certifications, representations or opinions of counsel as may be requested
by the Trustee.
(c) Each Initial Purchaser of any interest in the Excess
Collateral and any Assignee thereof shall certify to the Transferor, the
Servicer and the Trustee that, in the case of any Assignee, it has not acquired
and, in the case of each Initial Purchaser and any Assignee, it will not sell,
trade or transfer any interest in the Excess Collateral or cause an interest in
the Excess Collateral 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 there under, including, without limitation, an over-the-counter-
market or an interdealer quotation system that regularly disseminates firm buy
or sell quotations. In addition, any Assignee shall certify, prior to any
delivery or Transfer to it of any Excess Collateral that it is not and will not
become, for so long as it holds an interest in the Excess Collateral, a
partnership, Subchapter S corporation or grantor trust for U.S. federal income
tax purposes or, if it is such a Person, the Excess Collateral will represent
not more than 50% of the value of all of its assets. Each Initial Purchaser of
an interest in the Excess Collateral 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 its
certifications described in this subsection 11(c). For purposes of this Section
11, "Initial Purchaser" shall mean the Transferor, Bankers Trust (Delaware), not
in its individual capacity but solely in its capacity as owner trustee of the
First USA Secured Note Trust 1998-7 and The Bank of New York, not in its
individual capacity but solely in its capacity as indenture trustee for the
First USA Secured Note Trust 1998-7.
(d) Each Initial Purchaser of any interest in the Excess
Collateral shall, by its acceptance of the Excess Collateral, be deemed to have
certified and each Assignee shall certify to the Transferor, the Servicer and
the Trustee (i) that it has purchased its interest in the Excess Collateral for
investment only and not with a view to any public distribution thereof, (ii)
that it will not
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<PAGE> 71
offer, sell, pledge or otherwise transfer its interest in all or any portion of
the Excess Collateral, except in compliance with the Securities Act and other
applicable laws and only (1) to the Transferor or (2) to a limited number of
institutional "accredited investors" (as defined in rule 501(a)(1), (2), (3) or
(7) under the Securities Act) and in a transaction exempt from the registration
requirements of the Securities Act (upon delivery of the documentation required
by the Pooling and Servicing Agreement and, if the Trustee so requires, an
opinion of counsel satisfactory to the Trustee) and (iii) its purchase of its
interest in the Excess Collateral is not being made in reliance on the
Prospectus. No Excess Collateral Holders will have the right to require the
Transferor to register the Excess Collateral or any other securities under the
Securities Act or any other securities laws. Each holder by accepting a
beneficial interest in the Excess Collateral is deemed to represent that it is
an institutional "accredited investor" (as defined in rule 501(a)(1), (2), (3)
or (7) under the Securities Act).
(e) Any request for registration of transfer of all or any
portion of the Excess Collateral shall be made at the office of the Transfer
Agent and Registrar and shall be accompanied by a letter of representations from
the prospective Excess Collateral Holders substantially in the form attached as
Exhibit F, executed by the ultimate beneficial purchaser of the Excess
Collateral Amount (or any portion thereof) in person or by such prospective
Excess Collateral Holder'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, the Excess Collateral (or such portion thereof) shall
be transferred upon the Certificate Register. Such transfers of all or any
portion of the Excess Collateral shall be subject to the restrictions set forth
in this Section 11 and to such other restrictions as shall be set forth in the
letter of representations, substantially in the form attached as Exhibit F,
executed by the purchasing Excess Collateral Holder. 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 portion of the Excess Collateral or any interest
therein may be Transferred (including in the initial offering) to (a) an
"employee benefit plan" (as defined in Section 3(3) of ERISA), including
governmental
67
<PAGE> 72
plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the
Code) including individual retirement accounts and Keogh plans, or (c) any other
entity whose underlying assets include "plan assets" (within the meaning of
Department of Labor Regulation Section 2510.3-101, 29 C.F.R. ss. 2510.3-101 or
otherwise under ERISA) by reason of a plan's investment in the entity,
including, without limitation, an insurance company general account.
(g) The Transferor and the Servicer will facilitate any
transfer of the Excess Collateral consistent with the requirements of this
Section 11, including assisting in the determination as to whether the number
of Targeted Holders would exceed ninety-nine.
SECTION 12. Compliance with Withholding Requirements.
-----------------------------------------
Notwithstanding any other provision of the Agreement, the Trustee and any Paying
Agent shall comply with all Federal withholding requirements with respect to
payments to the Excess Collateral Holders 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
Excess Collateral Holders 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 Excess Collateral Holders pursuant to federal withholding requirements, the
Trustee or the Paying Agent shall indicate to such Excess Collateral Holders the
amount withheld and all such amounts shall be deemed to have been paid to such
Excess Collateral Holder and the Excess Collateral Holders shall have no claim
therefor.
SECTION 13. Tax Characterization of the Excess Collateral. It
----------------------------------------------
is the intention of the parties hereto that the provisions of Section 3.07 of
the Agreement shall not apply to cause the Excess Collateral to be treated as
debt for Federal, state and local income and franchise tax purposes, but rather
it is the intention of the parties hereto that Excess Collateral be treated for
Federal, state and local income and franchise tax purposes as an equity interest
in the assets of the Trust. In the event that the Excess Collateral is not so
treated, it is the intention of the parties that the Excess Collateral be
treated as an interest in a partnership that owns the Receivables.
68
<PAGE> 73
SECTION 14. ERISA Legend. Each Class B Certificate will bear
-------------
a legend or legends substantially in the following form:
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE
BENEFIT OF FIRST USA BANK, N.A. AND THE TRUSTEE THAT SUCH PURCHASER IS
NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"))
THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN
DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE"), (III) A GOVERNMENTAL PLAN, AS DEFINED IN
SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE PROVISIONS OF SECTION
406 OF ERISA OR SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT
IN THE ENTITY OR (V) A PERSON INVESTING "PLAN ASSETS" OF ANY SUCH PLAN
(INCLUDING FOR PURPOSES OF CLAUSES (IV) AND (V) ANY INSURANCE COMPANY
GENERAL ACCOUNT, BUT EXCLUDING ANY ENTITY REGISTERED UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED).
Each Certificate Owner by virtue of its beneficial interest
in the Class B Certificates shall be deemed to have made the representations and
warranties stated in such legend.
SECTION 15. Amendment and Ratification of Agreement. As
----------------------------------------
supplemented by this Series Supplement, the Agreement is in all respects
ratified and confirmed and the Agreement as so supplemented by this Series
Supplement shall be read, taken, and construed as one and the same instrument.
Subsection 12.01(c) of the Agreement is hereby amended by substituting in the
second sentence thereof in place of the words "and pay the proceeds to all
Certificateholders of such Series . . ." the following: "and pay the proceeds to
the Investor Certificateholders of such Series . . ."
SECTION 16. Counterparts. This Series Supplement may be
-------------
executed in any number of counterparts, each of which so executed shall be
deemed to be an original,
69
<PAGE> 74
but all of such counterparts shall together constitute but one and the same
instrument.
SECTION 17. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE
--------------
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
SECTION 18. Additional Representations and Warranties of the
------------------------------------------------
Servicer. First USA Bank, N.A., 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).
SECTION 19. Appointment of co-Paying Agent, co-Transfer Agent
-------------------------------------------------
and co-Registrar. BDL is appointed as co-paying agent and as co-transfer agent
- -----------------
and co-registrar in Luxembourg with respect to the Class A Certificates and the
Class B Certificates, for so long as either the Class A Certificates or the
Class B Certificates are listed on the Luxembourg Stock Exchange. Any reference
in this
70
<PAGE> 75
Series Supplement to the Paying Agent or the Transfer Agent and Registrar shall
be deemed to include BDL as co-paying agent or co-transfer agent and
co-registrar, as the case may be, unless the context requires otherwise.
71
<PAGE> 76
IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this Series 1998-7 Supplement to be duly executed by their
respective officers as of the day and year first above written.
FIRST USA BANK, N.A.,
Transferor and Servicer
By: /s/ REBEKAH A. SAYERS
----------------------------------
Name: Rebekah A. Sayers
Title: Vice President
THE BANK OF NEW YORK (DELAWARE),
Trustee
By: /s/ REYNE A. MACADAEG
---------------------------------
Name: Reyne A. Macadaeg
Title: Assistant Vice President
<PAGE> 77
EXHIBIT A
UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
No. R-1
$-----------
Series Termination
Date: April 18, 2004 CUSIP NO. 337435DN8
FIRST USA CREDIT CARD MASTER TRUST CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1998-7
Evidencing an undivided interest in a trust, the corpus of which consists of
receivables generated from time to time in the ordinary course of business in a
portfolio of VISA(R) and MasterCard(R)* credit card accounts generated or to be
generated by First USA Bank, N.A. (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank, N.A., 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 (Dela-
- -------------
* VISA(R) and MasterCard(R) are registered trade marks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
<PAGE> 78
ware), as trustee (the "Trustee") of the Trust (the "Agreement"; such term to
include any Supplement or amendment thereto) as supplemented by the Series
1998-7 Supplement (the "Series 1998-7 Supplement"), dated as of September 17,
1998, 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 1998-7 Supplement) and
all other assets and interests constituting the Trust and all proceeds of the
foregoing.
Although a summary of certain
provisions of the Agreement is set forth below, this Class A Certificate does
not purport to summarize the Agreement and reference is made to the Agreement
for information with respect to the interests, rights, benefits, obligations,
proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee. A copy of the Agreement may be requested from the Trustee by
writing to the Trustee at The Bank of New York (Delaware), White Clay Center,
Route 273, Newark, Delaware, 19711, Attention: Bond Administration. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to them in the Agreement. This Certificate is one of a Series of
Certificates entitled "First USA Credit Card Master Trust Class A Floating Rate
Asset Backed Certificates, Series 1998-7" (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
<PAGE> 79
Certificates, Series 1998-7 (the "Class B Certificates") with the intention that
the Class A Certificates and the 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
Excess Collateral, Series 1998-7 (the "Excess Collateral") (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 Excess Collateral, 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 Excess Collateral (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.
The Class A Initial Invested
Amount is $750,000,000. The Class A Invested Amount for any monthly Distribution
Date will be an amount equal to $750,000,000, minus the aggregate amount of
-----
principal payments made to the Class A Certificateholders prior to such
Distribution Date and minus the excess, if any, of the aggregate amount of
-----
Class A Investor Charge-Offs over the Class A Investor Charge-Offs reimbursed
prior to such date.
The Class A Certificates will
bear interest at the rate of 5.68203% per annum on the Class A Initial Invested
Amount from September 17, 1998 through October 18, 1998, and for each Interest
Period thereafter, the Class A Certificates will bear interest at a per annum
<PAGE> 80
rate of 0.10% 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 October 19, 1998, and on the eighteenth 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 Scheduled Series 1998-7 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 October 19, 1998 and on each
Distribution Date thereafter until the Scheduled Series 1998-7 Termination Date.
Interest will be payable monthly on each Distribution Date to the Class A
Certificateholders of record as of the related Record Date. The Record Date with
respect to any Distribution Date shall be the last day of the calendar month
preceding such Distribution Date.
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 Excess Collateral
Floating Allocation Percentage of
<PAGE> 81
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 Scheduled Series 1998-7 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 Con
trolled 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
<PAGE> 82
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 Excess Collateral Adjusted 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
Excess Collateral Holders on the Excess Collateral 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 Excess Collateral Monthly Principal on a Transfer Date will generally be
treated as Excess Principal Collections.
Upon written notice to the
Trustee and satisfaction of certain conditions, the Servicer may elect to
postpone the commencement of the Accumulation Period, and extend the length of
the Revolving Period.
Unless the Rapid Amortization
Period has begun, funds on deposit in the Principal Funding Account will be
distributed to the Class A Certificateholders on the August 2001 Distribution
Date (the "Class A Scheduled Payment Date"). If the aggregate principal amount
of deposits made to the Principal Funding Account are insufficient to pay in
full the Class A Invested Amount on the Class A Scheduled Payment Date the Rapid
Amortization Period will commence and on each Distribution Date thereafter
until the Class A Invested Amount is paid in full, the Class A
Certificateholders will receive distributions of Class A Monthly Principal and
Class A Monthly Interest.
If 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
<PAGE> 83
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 Excess
Collateral Amount have been paid in full and (ii) the Scheduled Series 1998-7
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 Excess Collateral Holders, monthly
on each Distribution Date beginning with the Distribution Date in the month
following the commencement of the Rapid Amortization Period.
Subject to the Agreement,
payments of principal are limited to the unpaid Class A Invested Amount of the
Class A Certificates, which may be less than the unpaid balance of the Class A
Certificates pursuant to the terms of the Agreement. All principal of and
interest on the Class A Certificates is due and payable no later than April 18,
2004 (or if such day is not a Business Day, the next succeeding Business Day)
(the "Scheduled Series 1998-7 Termination Date"). After the Scheduled Series
1998-7 Termination Date, neither the Trust nor the Transferor will have any
further obligation to distribute principal or interest on the Class A
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
<PAGE> 84
evidencing like aggregate Undivided Interests, as requested by the Class A
Certificateholder surrendering such Class A Certificates. No service charge may
be imposed for any such exchange but the Transferor, Servicer, or Transfer Agent
and Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
The Transferor, the Servicer,
the Trustee, the Paying Agent and the Transfer Agent and Registrar, and any
agent of any of them, may treat the person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Transferor, the
Servicer, the Trustee, the Paying Agent and the Transfer Agent and Registrar,
nor any agent of any of them or of any such agent, shall be affected by notice
to the contrary except in certain circumstances described in the Agreement.
The Agreement and any
Supplement may be amended by the Transferor, the Servicer and the Trustee,
without the consent of certificateholders of any Series then outstanding for any
purpose, provided that (i) the Transferor shall deliver an opinion of counsel
--------
acceptable to the Trustee to the effect that such amendment will not adversely
affect in any material respect the interest of such certificateholders, and (ii)
such amendment will not result in a withdrawal or reduction of the rating of any
outstanding Series.
The Agreement and the Series
1998-7 Supplement may be amended by the Transferor, the Servicer and the Trustee
with the consent of the holders of certificates evidencing undivided interests
aggregating not less than 66-2/3% of the investor interests of all Series
adversely affected, for the purpose of adding any provisions to, changing in any
manner or eliminating any of the provisions of the Agreement or the Series
1998-7 Supplement or of modifying in any manner the rights of certificateholders
of any then outstanding Series. No such amendment, however, may (a) reduce in
any manner the amount of, or delay the timing of, distributions required to be
made on any such Series, (b) change the definition of or the manner of
calculating the interest of any certificateholder of such Series, or (c) reduce
the aforesaid percentage of undivided interests the holders of which are
required to consent to any such amendment, in each case without the consent of
all certificateholders of all Series adversely affected.
<PAGE> 85
Promptly following the execution of any amendment to the Agreement, the Trustee
will furnish written notice of the substance of such amendment to each Class A
Certificateholder.
<PAGE> 86
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 17th day of
September, 1998.
FIRST USA BANK, N.A.
By:
-------------------------
Name: Rebekah A. Sayers
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: September 17, 1998
By:
--------------------------
Name: Reyne A. Macadaeg
Title: Vice President
<PAGE> 87
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 (INCLUDING FOR
PURPOSES OF CLAUSES (IV) AND (V) ANY INSURANCE COMPANY GENERAL ACCOUNT, BUT
EXCLUDING ANY ENTITY REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED).
No. R-1 $___________
<PAGE> 88
Series Termination
Date: April 18, 2004 CUSIP NO. 337435DP3
FIRST USA CREDIT CARD MASTER TRUST CLASS B FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1998-7
Evidencing an undivided interest in a trust, the corpus of which consists of
receivables generated from time to time in the ordinary course of business in a
portfolio of VISA(R) and MasterCard(R)* credit card accounts generated or to be
generated by First USA Bank, N.A. (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank, N.A., 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
supplemented by the Series 1998-7 Supplement (the "Series 1998-7 Supplement"),
dated as of September 17, 1998, 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
1998-7 Supplement) and all other assets and in-
- ------------
* VISA(R) and MasterCard(R) are registered trade marks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
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terests constituting the Trust and all proceeds of the foregoing.
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 1998-7" (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 1998-7 (the "Class
A Certificates") with the intention that the Class A Certificates and the Class
B Certificates will qualify under applicable tax law as indebtedness, and the
Transferor and each holder of a Class B Certificate (a "Class B
Certificateholder") or any interest therein, by acceptance of its Class B
Certificate or any interest therein, agrees to treat the Class B Certificates
for purposes of federal, state, local and foreign income or franchise taxes and
any other tax imposed on or measured by income, as indebtedness.
The Trust's assets are
allocated in part to the holders of the Class A Certifi-
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cates, the holders of the Class B Certificates and the holders of the First USA
Credit Card Master Trust Excess Collateral, Series 1998-7 (the "Excess
Collateral Holders") (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 Excess Collateral, 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 Excess Collateral (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.
The Class B Initial Invested
Amount is $67,770,000. The Class B Invested Amount for any monthly Distribution
Date will be an amount equal to (i) $67,770,000, 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 Excess Collateral
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).
The Class B Certificates will
bear interest at the rate of 5.88203% per annum on the Class B Initial Invested
Amount from September 17, 1998 through October 18, 1998 and for each Interest
Period thereafter, the Class B Certificates will bear
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interest at a per annum rate of 0.30% 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 October 19, 1998, and on the eighteenth 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 Scheduled Series 1998-7 Termination Date
(each such date a "Distribution Date"), in an amount equal to the product of (a)
the actual number of days in the related Interest Period divided by 360, (b) the
Class B Certificate Rate and (c) the Class B Outstanding Principal Balance on
the last day of the Monthly Period immediately preceding such Distribution
Date. Interest for a Distribution Date will accrue from and including the
previous Distribution Date (or in the case of the first Distribution Date, from
and including the Closing Date), to, and including, the day immediately
preceding the current Distribution Date. Interest payments will be made from
Collections of Finance Charge Receivables and, in certain circumstances, from
Reallocated Principal Collections on October 19, 1998 and on each Distribution
Date thereafter until the Scheduled Series 1998-7 Termination Date. Interest
will be payable monthly on each Distribution Date to the Class B
Certificateholders of record as of the related Record Date. The Record Date with
respect to any Distribution Date shall be the last day of the calendar month
preceding such Distribution Date.
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 Percent
age 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 Alloca-
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tion Percentage of Collections of Principal Receivables and the Excess
Collateral 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 Scheduled Series 1998-7 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
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<PAGE> 93
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 Excess Collateral Adjusted 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 Excess Collateral Holders on the Excess Collateral 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 Excess Collateral Monthly Principal on a Transfer Date will
generally be treated as Excess Principal Collections.
Upon written notice to the
Trustee and satisfaction of certain conditions, the Servicer may elect to
postpone the commencement of the Accumulation Period, and extend the length of
the Revolving Period.
On the August 2001
Distribution Date if the Class A Invested Amount is paid in full, Available
Investor Principal Collections and Excess Principal Collections allocable to
Series 1998-7 will be used to pay the Class B Invested Amount as described in
the Agreement. If the Available Investor Principal Collections and Excess
Principal Collections allocable to Series 1998-7 are insufficient to pay in full
the Class B Invested Amount on the August 2001 Distribution Date, the Rapid
Amortization Period will commence.
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, se-
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quentially, 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 Excess Collateral Amount have been paid in full and (ii)
the Scheduled Series 1998-7 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 Excess
Collateral Holders, monthly on each Distribution Date beginning with the
Distribution Date in the month following the commencement of the Rapid
Amortization Period.
Principal payments on the
Class B Certificates will be, during the Accumulation Period, funded by deposits
to the Principal Funding Account or, during the Rapid Amortization Period, made
monthly, and will commence on the date (the "Class B Principal Commencement
Date") which is (a) with respect to the Accumulation Period, the first
Distribution Date on which an amount equal to the Class A Invested Amount has
been deposited in the Principal Funding Account and allocated to the Class A
Certificates or (b) with respect to the Rapid Amortization Period, the
Distribution Date on which the Class A Invested Amount has been paid in full or,
if there are no Principal Receivables allocable to the Investor Certificates
remaining after payments have been made to the Class A Certificates on such
Distribution Date, the Distribution Date following the Distribution Date on
which the Class A Invested Amount has been paid in full. After payment in full
of the Class A Invested Amount, amounts deposited in the Prin-
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cipal Funding Account for the benefit of the Class B Certificates will be paid
to the Class B Certificateholders on the August 2001 Distribution Date and on
each Distribution Date during the Rapid Amortization Period beginning with the
Class B Principal Commencement Date, and thereafter until the payment in full
of the Class B Invested Amount or the termination of the Trust, the Percentage
Allocation of all collections of Principal Receivables and certain other amounts
for the preceding Monthly Period remaining after payment in full of the Class A
Invested Amount will be distributed to the Class B Certificateholders.
Subject to the Agreement,
payments of principal are limited to the unpaid Class B Invested Amount of the
Class B Certificates, which may be less than the unpaid balance of the Class B
Certificates pursuant to the terms of the Agreement. All principal of and
interest on the Class B Certificates is due and payable no later than April 18,
2004 (or if such day is not a Business Day, the next succeeding Business Day)
(the "Scheduled Series 1998-7 Termination Date"). After the Series 1998-7
Termination Date, neither the Trust nor the Transferor will have any further
obligation to distribute principal or interest on the Class B 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
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charge may be imposed for any such exchange but the Transferor, Servicer, or
Transfer Agent and Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith.
The Transferor, the Servicer,
the Trustee, the Paying Agent and the Transfer Agent and Registrar, and any
agent of any of them, may treat the person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Transferor, the
Servicer, the Trustee, the Paying Agent and the Transfer Agent and Registrar,
nor any agent of any of them or of any such agent, shall be affected by notice
to the contrary except in certain circumstances described in the Agreement.
The Agreement and any
Supplement may be amended by the Transferor, the Servicer and the Trustee,
without the consent of certificateholders of any Series then outstanding for any
purpose, provided that (i) the Transferor shall deliver an opinion of counsel
--------
acceptable to the Trustee to the effect that such amendment will not adversely
affect in any material respect the interest of such certificateholders, and (ii)
such amendment will not result in a withdrawal or reduction of the rating of any
outstanding Series.
The Agreement and the Series
1998-7 Supplement may be amended by the Transferor, the Servicer and the Trustee
with the consent of the holders of certificates evidencing undivided interests
aggregating not less than 66-2/3% of the investor interests of all Series
adversely affected, for the purpose of adding any provisions to, changing in any
manner or eliminating any of the provisions of the Agreement or the Series
1998-7 Supplement or of modifying in any manner the rights of certificateholders
of any then outstanding Series. No such amendment, however, may (a) reduce in
any manner the amount of, or delay the timing of, distributions required to be
made on any such Series, (b) change the definition of or the manner of
calculating the interest of any certificateholder of such Series, or (c) reduce
the aforesaid percentage of undivided interests the holders of which are
required to consent to any such amendment, in each case without the consent of
all
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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.
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<PAGE> 98
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 17th day of
September, 1998.
FIRST USA BANK, N.A.
By:
--------------------------
Name: Rebekah A. Sayers
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: September 17, 1998
By:
--------------------------
Name: Reyne A. Macadaeg
Title: Vice President
<PAGE> 99
Exhibit C
[LOGO]
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 Agent]
First USA Bank
--------------------------------------------------
[Name of Issuer]
The Bank of New York (Delaware)
--------------------------------------------------
[Name of Agent]
September 17, 1998
------------------
[Date]
Attention: General Counsel's Office
THE DEPOSITORY TRUST COMPANY
55 Water Street; 49th Floor
New York, NY 10041-0099
Re: $750,000,000 Class A Floating Rate Asset Backed Certificates,
-------------------------------------------------------------------
Series 1998-7; $67,770,000 Class B Floating Rate Asset
-------------------------------------------------------------------
Backed Certificates, Series 1998-7
-------------------------------------------------------------------
[Issue Description]
Ladies and Gentlemen:
This letter sets forth our understanding with respect to certain matters
relating to the above-referenced issue (the "Securities"). Agent will act as
trustee, paying agent, fiscal agent, or other such agent of Issuer with respect
to the Securities pursuant to a trust indenture, trust agreement, or other
such document dated as of September 1, 1992* (the "Document"). Banc One Capital
----------- - ----------------
Markets, Inc.** is distributing the Securities through The Depository Trust
- ---------------
Company ("DTC").
To induce DTC to accept the Securities as eligible for deposit at DTC, and
to act in accordance with its Rules with respect to the Securities, Issuer and
Agent make the following representations to DTC:
1. Prior to closing on the Securities on September 17, 1998, there shall be
------------ -
deposited with DTC one Security certificate registered in the name of DTC's
nominee, Cede & Co., for each
* As supplemented as of September 17, 1998
** As Representative for itself, Bear, Stearns & Co. Inc., First Chicago
Capital Markets Inc., Lehman Brothers Inc., and Salomon Brothers Inc.
<PAGE> 100
stated maturity of the Securities in the face amounts set forth on Schedule A
hereto, the total of which represents 100% of the principal amounts 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. Issuer: (a) understands that DTC has no obligations to, and will not,
communicate to its Participants or to any person having an interest in the
Securities any information contained in the Security certificate(s); 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.
3. In the event of any solicitation of consents from or voting by holders
of the Securities, Issuer or Agent shall establish a record date for such
purposes (with no provisions 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 5.
4. In the event of a full or partial redemption, Issuer or Agent 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 Agent
shall forward such notice either in a separate secure transmission for each
CUSIP number or in a secure transmission for multiple CUSIP numbers (if
applicable) which includes a manifest or list of each CUSIP number submitted in
that transmission. (The party sending such notice shall have a method to verify
subsequently the use of such means and the timeliness of such notice.) The
Publication Date shall be not less than 30 days nor more than 60 days prior to
the redemption date or, in the case of an advance refunding, the date that the
proceeds are deposited in escrow. Notices to DTC pursuant to this Paragraph by
telecopy shall be sent to DTC's Call Notification Department at (516) 227-4039
or (516) 227-4190. If the party sending the notice does not receive a telecopy
receipt from DTC confirming that the notice has been received, such party shall
telephone (516) 227-4070. Notices to DTC pursuant to this Paragraph by mail or
by any other means shall be sent to:
Manager; Call Notification Department
The Depository Trust Company
711 Stewart Avenue
Garden City, NY 11530-4719
<PAGE> 101
5. In the event of an invitation to tender the Securities (including
mandatory tenders, exchanges, and capital changes), notice by Issuer or Agent 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 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
6. All notices and payment advices sent to DTC shall contain the CUSIP
number of the Securities.
7. Issuer or Agent shall send DTC written notice with respect to the
dollar amount per $1,000 original face value (or other minimum authorized
denomination if less than $1,000 face value) payable on each payment date
allocated as to the interest and principal portions thereof preferably 5, but
not less than 2, business days prior to such payment date. Such notices, which
shall also contain the current pool factor, any special adjustments to
principal/interest rates (e.g., adjustments due to deferred interest or
shortfall), and Agent 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
8. [Note: ISSUER MUST REPRESENT ONE OF THE FOLLOWING, AND CROSS OUT THE
OTHER:] [The interest accrual period is payment date to payment date.]
9. Issuer or Agent shall provide a written notice of interest payment
information to a standard interest announcement service subscribed to by DTC as
soon as the information is available. In the unlikely event that no such
service exists, Issuer or Agent shall provide such notice directly to DTC
electronically, as previously arranged by Issuer or Agent and DTC, as soon as
the information is available. If electronic transmission is not available,
absent any other arrangements between Issuer or Agent and DTC, such information
should be sent by telecopy to DTC's Dividend Department at (212) 709-1723 or
(212) 709-1686, and receipt for 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
<PAGE> 102
10. Issuer or Agent shall provide CUSIP numbers for each issue for which
payment is being sent, as well as the dollar and cent amount of the payment for
each issue to DTC, no later than noon (Eastern Time) on the payment date.
11. 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. Absent any other arrangements between
Issuer or Agent and DTC, such funds shall be wired as follows:
The Chase Manhattan Bank
ABA # 021 000 021
For credit to a/c Cede & Co.
c/o The Depository Trust Company
Dividend Deposit Account # 066-026776
12. Maturity and redemption payments allocated with respect to each CUSIP
number 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 the
payment date. Absent any other arrangements between Issuer or Agent and DTC,
such funds shall be wired as follows:
The Chase Manhattan Bank
ABA # 021 000 021
For credit to a/c Cede & Co.
c/o The Depository Trust Company
Redemption Deposit Account # 066-027306
13. Principal payments (plus accrued interest, if any) as the result of
optional tenders for purchase effected by means of DTC's Repayment Option
Procedures 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
the first payment date. Absent any other arrangements between Issuer or Agent
and DTC, such funds shall be wired as follows:
The Chase Manhattan Bank
ABA # 021 000 021
For credit to a/c Cede & Co.
c/o The Depository Trust Company
Reorganization Deposit Account # 066-027608
14. DTC may direct Issuer or Agent to use any other number or address as
the number or address to which notices or payments of interest or principal may
be sent.
15. In the event of a redemption, acceleration, or any other similar
transaction (e.g., tender made and accepted in response to Issuer's or Agent'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 Agent 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 Agent prior to payment, if required.
16. In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certificated Securities, Issuer or Agent
shall notify DTC of the availability of certificates. In
<PAGE> 103
such event, Issuer or Agent shall issue, transfer, and exchange certificates in
appropriate amounts, as required by DTC and others.
17. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to
Issuer or Agent (at which time DTC will confirm with Issuer or Agent the
aggregate principal amount of Securities outstanding). Under such
circumstances, at DTC's request Issuer and Agent shall cooperate fully with DTC
by taking appropriate action to make available one or more separate certificates
evidencing Securities to any DTC Participant having Securities credited to its
DTC accounts.
18. Nothing herein shall be deemed to require Agent to advance funds on
behalf of Issuer.
19. This Letter of Representations may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts together shall constitute but one and the same
instrument.
20. This Letter of Representations is governed by, and shall be construed
in accordance with, the laws of the State of New York.
21. The following riders, attached hereto, are hereby incorporated into
this Letter of Representations:
Rider 5A, Rider 1, Rider 2, Rider 3.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Notes: Very truly yours,
- ------
<S> <C>
A. If there is an Agent (as defined in this Letter of
Representations), Agent as well as Issuer must sign this
Letter. If there is no Agent, in signing this Letter Issuer
itself undertakes to perform all of the obligations set
forth herein. First USA Bank, N.A.
----------------------------------------------------
B. Schedule B contains statements that DTC believes (Issuer)
accurately describe DTC, the method of effecting book-
entry transfers of securities distributed through DTC, By: /s/ REBEKAH A. SAYERS
and certain related matters. ----------------------------------------------------
(Authorized Officer's Signature)
The Bank of New York
----------------------------------------------------
(Agent)
By: /s/ REYNE A. MACADAEG
----------------------------------------------------
(Authorized Officer's Signature)
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
By: /s/ RICHARD B. NESSIN
------------------------------------------------
</TABLE>
CC: Underwriter
Underwriter's Counsel
<PAGE> 104
SCHEDULE A
----------
(Describe Issue)
First USA Credit Card Master Trust
$750,000,000 Class A Floating Rate Asset Backed
Certificates, Series 1998-7
$67,770,000 Class B Floating Rate Asset Backed
Certificates, Series 1998-7
<TABLE>
<CAPTION>
CUSIP Principal Amount Maturity Date Interest Rate
----- ---------------- ------------- -------------
<S> <C> <C> <C>
337435DN8 $200,000,000 April 18, 2004 0.10% above LIBOR
337435DN8 $200,000,000 April 18, 2004 0.10% above LIBOR
337435DN8 $200,000,000 April 18, 2004 0.10% above LIBOR
337435DN8 $150,000,000 April 18, 2004 0.10% above LIBOR
337435DP3 $ 67,770,000 April 18, 2004 0.30% above LIBOR
</TABLE>
<PAGE> 105
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 DTC. 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.]
<PAGE> 106
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 Cede
& Co., as nominee of DTC. DTC's practice is to credit Direct Participants'
accounts, upon DTC's receipt of funds and corresponding detail information from
Issuer or Agent, on payable date in accordance with their respective holdings
shown on DTC's records. 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, Agent, or Issuer, subject to any statutory or regulatory requirements as
may be in effect from time to time. Payment of principal and interest to Cede &
Co. is the responsibility of Issuer or Agent, 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 Agent [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 Agent [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 Agent [or Tender/Remarketing
Agent's] DTC account.]
10. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to
Issuer or Agent. Under such circumstances, in the event that a successor
securities depository is not obtained, Security certificates are required to
be printed and delivered.
11. Issuer may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
Security certificates will be printed and delivered.
12. The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that Issuer believes to be reliable, but
Issuer takes no responsibility for the accuracy thereof.
<PAGE> 107
Rider 5A
- --------
19. The terms "trust indenture" and "Indenture" are hereby replaced wherever
they appear in the Letter of Representations with the term "Pooling and
Servicing Agreement."
20. The term "Securities" is hereby replaced wherever it appears in the Letter
of Representations with the term "Certificates."
21. The attached rider amending the Letter of Representations is deemed to be a
part of this Letter of Representations.
22. The attached DWAC rider is deemed to be a part of this Letter of
Representations.
<PAGE> 108
RIDER 1
-------
[LOGO]
RIDER AMENDING DTC LETTER OF REPRESENTATIONS -- BEO COLLATERALIZED MORTGAGE
---------------------------------------------------------------------------
OBLIGATIONS (CMO) WITHOUT OWNER OPTION TO REDEEM/OTHER ASSET-BACKED SECURITIES
------------------------------------------------------------------------------
/AND PASS-THROUGH CERTIFICATES
------------------------------
As of March 9, 1998, DTC's Reorganization Department relocated and prior to
that, DTC's Dividend Department relocated to the 55 Water Street location.
Following are the new addresses and related telephone and facsimile numbers
referenced in the Letter of Representations.
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 3 OF THE LETTER OF REPRESENTATIONS:
Old Telecopier Numbers Current Telecopier Numbers
(212) 709-6896 and (212) 709-6897 (212) 855-5181 and (212) 855-5182
The confirmation number (212) 709-6870 is now (212) 855-5202.
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 5 OF THE LETTER OF REPRESENTATIONS:
Old Telecopier Numbers Current Telecopier Number
(212) 709-1093 and (212) 709-1094 (212) 855-5278
The confirmation number (212) 709-6884 is now (212) 855-5280.
The new address is Manager; Reorganization Department
Reorganization Window
The Depository Trust Company
55 Water Street 50th Floor
New York, NY 10041-0099
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 7 OF THE LETTER OF REPRESENTATIONS:
Old Telecopier Number Current Telecopier Number
(212) 709-1723 (212) 855-4555
The new address is Manager; Announcements
Dividend Department
The Depository Trust Company
55 Water Street 25th Floor
New York, NY 10041-0099
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 9 OF THE LETTER OF REPRESENTATIONS:
Old Telecopier Numbers Current Telecopier Numbers
(212) 709-1723 and (212) 709-1686 (212) 855-4555 and (212) 855-4556
<PAGE> 109
The new address for this Paragraph 9 is the same as that listed above,
referenced in Paragraph 7.
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 10 OF THE LETTER OF REPRESENTATIONS:
Such information shall be conveyed by automated notification. If the
circumstances prevent the funds paid to Cede & Co., as nominee of DTC, by 2:30
p.m. ET from equaling the dollar amount associated with detail payments by
12:00 noon ET Issuer or Agent must provide CUSIP-level reconciliation to DTC no
later than 2:30 ET. Reconciliation can be provided by automated means or
written format.
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 11 OF THE LETTER OF REPRESENTATIONS:
To facilitate the payment standards, Issuer is required to remit free funds to
Agent by 1:00 p.m. ET on each payment date, or at such earlier time as required
by Agent to guarantee timely credit to the Dividend Deposit Account of Cede &
Co.
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 12 OF THE LETTER OF REPRESENTATIONS:
To facilitate the payment standards, Issuer is required to remit free funds to
Agent by 1:00 p.m. ET on each payment date, or at such earlier time as required
by Agent to guarantee timely credit to the Redemption Deposit Account of Cede &
Co. Issuer or Agent shall deliver Cusip-level detail regarding such payments to
DTC no later than 2:30 p.m. ET on each payment date.
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 13 OF THE LETTER OF REPRESENTATIONS:
To facilitate the payment standards, Issuer is required to remit free funds to
Agent by 1:00 p.m. ET on each payment date, or at such earlier time as required
by Agent to guarantee timely credit to the Reorganization Deposit Account of
Cede & Co. Issuer or Agent shall deliver Cusip-level detail regarding such
payments to DTC no later than 2:30 p.m. ET on each payment date.
<PAGE> 110
RIDER 2
-------
[LOGO]
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, at or 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> 111
RIDER 3
-------
[LOGO]
REPRESENTATIONS FOR ERISA-RESTRICTED SECURITIES
TO BE INCLUDED IN DTC LETTER OF REPRESENTATIONS
-----------------------------------------------
Issuer and Agent recognize that DTC does not in any way undertake to, and
shall not have any responsibility to, monitor or ascertain whether a transfer
of Securities could give rise to a transaction prohibited or not otherwise
permissible under the Employee Retirement Income Security Act of 1974 or under
Section 4975 of the Internal Revenue Code of 1986. Issuer and Agent acknowledge
that: a) so long as Cede & Co. is the sole record owner of the Securities, it
shall be entitled to all voting rights in respect thereof and to receive the
full amount of all principal, premium, if any, and interest payable with
respect thereto; and b) DTC shall treat any DTC Participant having Securities
credited to its DTC accounts as entitled to the full benefits of ownership of
such Securities even if the crediting of such Securities to the DTC accounts of
such Participant results from transfers or failures to transfer in violation of
such laws. (The treatment by DTC of the effects of the crediting by it of
Securities to the accounts of DTC Participants shall not affect the rights of
Issuer or purchasers, sellers, or holders of Securities against any DTC
Participant.)
<PAGE> 112
EXHIBIT D
MONTHLY ALLOCATIONS AND PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
FIRST USA BANK, N.A.
------------------------------------------------
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1998-7
------------------------------------------------
Monthly Period:
Distribution Date:
Transfer Date:
The undersigned, a duly authorized representative of First USA Bank, N.A. (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
1998-7 Supplement, dated September 17, 1998 (the "Supplement"), by and between
the Bank and The Bank of New York (Delaware), as Trustee (the "Trustee"), does
hereby certify as follows:
1.051 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.
1.052 The Bank is Servicer under the Pooling and Servicing
Agreement.
1.053 The undersigned is a Servicing Officer.
1.054 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
D-1
<PAGE> 113
in respect of the following amounts and (ii) to apply the proceeds of
such withdrawal in accordance with Section 4.05:
<TABLE>
<CAPTION>
<S> <C> <C>
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 subsection 4.09(a)(i):
----------------------------------
1. Interest to be paid to Certificateholders at the Certificate
Rate for the Interest Period on the Outstanding Principal Balance
(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, N.A., 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 Section 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
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)
</TABLE>
D-2
<PAGE> 114
<TABLE>
<CAPTION>
<S> <C> <C>
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, N.A., is no longer Servicer
-------------
D. Pursuant to subsection 4.09(b)(iii):
------------------------------------
Amount constituting Excess Finance Charge Collections
distributed per Section 4.13
=============
3. A. Excess Collateral Finance Charge Allocations
Principal Funding Investment Proceeds N/A
Reserve Account Withdrawals N/A
-------------
Total Excess Collateral Available Funds
B. Pursuant to subsection 4.09(c)(i):
----------------------------------
Excess Collateral Monthly Servicing Fee for the preceding
Monthly Period if First USA Bank, N.A., is no longer Servicer
--------------
C. Pursuant to subsections 4.09(c)(ii):
------------------------------------
Amount constituting Excess Finance Charge Collections
to be distributed per Section 4.13
==============
4. A. Pursuant to subsections 4.09(a)(iv), 4.09(b)(iii) and 4.09(c)(ii):
------------------------------------------------------------------
Amount constituting Excess Finance Charge Collections
to be distributed per Section 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:
</TABLE>
D-3
<PAGE> 115
<TABLE>
<CAPTION>
<S> <C> <C>
A. Pursuant to subsection 4.13(a):
-------------------------------
The Class A Required Amount applied in accordance with
subsection 4.09(a)
B. Pursuant to subsection 4.13(b):
-------------------------------
Amount of Class A Investor Charge-Offs
not previously reimbursed
C. Pursuant to subsection 4.13(c):
-------------------------------
Amount equal to unpaid Class B Monthly Interest Due
on the Class B Outstanding Principal Balance
D. Pursuant to subsection 4.13(d):
-------------------------------
Class B Investor Default Amount for the preceding
Monthly Period
E. Pursuant to subsection 4.13(e):
-------------------------------
Reimbursement of Class B Invested Amount which has been
reduced for reasons other than principal payments
F. Pursuant to subsection 4.13(f):
-------------------------------
1. Excess Collateral Monthly Interest for the preceding
Interest Period on the aggregate outstanding
principal balance of the Excess Collateral
(Actual/360)
2. Overdue Interest
3. Excess Collateral Default Amount
--------------
G. Pursuant to subsection 4.13(g):
-------------------------------
Unpaid Investor Monthly Servicing Fee for the preceding
Monthly Period to be paid to First USA Bank, N.A.
</TABLE>
D-4
<PAGE> 116
<TABLE>
<CAPTION>
<S> <C> <C>
H. Pursuant to subsection 4.13(h):
-------------------------------
Excess Collateral Default Amount for the preceding
Monthly Period
I. Pursuant to subsection 4.13(i):
-------------------------------
Reimbursement of Excess Collateral 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 paid to Excess Collateral Holders 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 Investor Default Amount (during Accumulation Period)
Class A Investor Charge-Offs (during Accumulation Period)
--------------
Total Class A Monthly Principal
2. Class B Principal Collections
Class B Investor Default Amount (during Accumulation Period)
Class B Investor Charge-Offs (during Accumulation Period)
Total Class B Monthly Principal
3. Excess Collateral Principal Collections
Excess Collateral Default Amt (during Accumulation Period)
Excess Collateral Charge-Offs (during Accumulation Period)
--------------
</TABLE>
D-5
<PAGE> 117
<TABLE>
<CAPTION>
<S> <C> <C>
Total Excess Collateral Monthly Principal
4. Excess Principal Collections (other
series) --------------
Total Principal Collections
==============
B. Allocation of Principal Collections
-----------------------------------
1. Amount of Excess Collateral 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 Excess Collateral Holders
7. Payment of principal to Principal Funding Account
8. Amount returned to Bank
--------------
Total Principal Allocations
==============
</TABLE>
D-6
<PAGE> 118
<TABLE>
<CAPTION>
<S> <C> <C>
IV. TRUSTEE DISBURSEMENT SUMMARY
----------------------------
(1) Investor Monthly Servicing Fee paid to First USA Bank, N.A.
(2) Total Default Amounts paid to First USA Bank, N.A.
(3) Monthly Principal Collections to First USA Bank, N.A. --------------
Total to First USA Bank
(4) Deposit to Reserve Account
(5) Interest payment to Class A Certificateholders (DTC)
(6) Interest payment to Class B Certificateholders (DTC)
(7) Interest payment to Excess Collateral Holders
(8) Certificate Principal to Principal Funding Account
(9) Principal to Certificateholders (DTC)
(10) Investor Principal Collections to other Series
(11) Monthly Principal Payment to Excess Collateral Holders
(12) Excess Spread paid to Excess Collateral Holders
Total Disbursements
==============
Total Class A, B and Excess Collateral funds to be allocated
==============
----------------------------
</TABLE>
D-7
<PAGE> 119
EXHIBIT E
MONTHLY CERTIFICATEHOLDERS' STATEMENT
FIRST USA BANK, N.A.
------------------------------------------------
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1998-7
------------------------------------------------
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,
N.A. (the "Bank") and The Bank of New York (Delaware), as trustee (the
"Trustee") the Bank, as Servicer, is required to prepare certain information
each month regarding current distributions to Certificateholders and the
performance of the First USA Credit Card Master Trust (the "Trust") during the
previous month. The information which is required to be prepared with respect to
the Distribution Date noted above and with respect to the performance of the
Trust during the month noted above is set forth below. Certain information is
presented on the basis of an original principal amount of $1,000 per Series
1998-7 Certificate (a "Certificate"). Certain other information is presented
based on the aggregate amount for the Trust as a whole. Capitalized terms used
in this Monthly Certificateholders' Statement have their respective meanings set
forth in the Pooling and Servicing Agreement.
1. Information Regarding the Current Monthly Distribution.
-------------------------------------------------------
A. The total amount of the distribution to
Certificateholders on the Distribution Date per
$1,000 original certificate principal amount
Class A
Class B
Excess Collateral Amt.
E-1
<PAGE> 120
<TABLE>
<CAPTION>
<S> <C> <C>
B. The amount of the distribution
in respect of interest on the Certificates,
per $1,000 original certificate principal amount
Class A
Class B
Excess Collateral Amt.
C. The amount of the distribution
in respect of principal on the Certificates, per
$1,000 original certificate principal amount
Class A
Class B
Excess Collateral Amt.
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
Excess Collateral Amt.
--------------
Total
==============
B. Allocation of Finance Charge Receivables.
-----------------------------------------
(a) The aggregate amount of Allocations of Finance Charge
Receivables processed during the Monthly Period which
were allocated in respect of the Certificates
</TABLE>
E-2
<PAGE> 121
<TABLE>
<CAPTION>
<S> <C> <C>
Class A
Class B
Excess Collateral 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 --------------
==============
(d) Principal Funding Investment Proceeds (to Class B) N/A
--------------
(e) Withdrawals from Reserve Account (to Class B) N/A
Class B Available Funds --------------
==============
(f) Principal Funding Investment Proceeds (to Excess Collateral) N/A
--------------
(g) Withdrawals from Reserve Account (to Excess Collateral) N/A
Excess Collateral Available Funds --------------
(h) Total Principal Funding Investment Proceeds ==============
(i) Earnings on Reserve Account deposits
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
Excess Collateral Amt.
-----------------------------------------
Total
</TABLE>
E-3
<PAGE> 122
<TABLE>
<CAPTION>
<S> <C> <C>
(c) The Floating Allocation Percentage: The Invested
Amount set forth in paragraph 2.C.(b) above as a
percentage of the aggregate amount of Principal
Receivables set forth in paragraph 2.C.(a) above
Class A
Class B
Excess Collateral 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
Excess Collateral Amt. N/A
--------------
Total N/A
(e) The Fixed/Floating Allocation Percentage: The
Invested Amount set forth in paragraph 2.C.(d) above
as a percentage of the aggregate amount of Principal
Receivables set forth in paragraph 2.C.(a) above
Class A N/A
Class B N/A
Excess Collateral Amt. N/A
--------------
Total N/A
</TABLE>
E-4
<PAGE> 123
<TABLE>
<CAPTION>
<S> <C> <C>
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 or more days
--------------
Total
==============
E. Monthly Investor Default Amount.
--------------------------------
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
Excess Collateral 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 Excess Collateral Amount
Class A
Class B
Excess Collateral Amt.
--------------
Total
==============
</TABLE>
E-5
<PAGE> 124
<TABLE>
<CAPTION>
<S> <C> <C>
(b) The aggregate amount of Class A Investor Charge-Offs
reimbursed and the reimbursement of reductions in the
Class B Invested Amount and the Excess Collateral
Amount
Class A
Class B
Excess Collateral Amt.
---------------
Total
===============
G. Investor Servicing Fee.
-----------------------
The amount of the Investor Monthly Servicing Fee
payable by the Trust to the Servicer for the
Monthly Period
Class A
Class B
Excess Collateral Amt.
---------------
Total
===============
H. Reallocated Principal Collections.
----------------------------------
The amount of Reallocated Excess Collateral and Class B
Principal Collections applied in respect of Interest
Shortfalls, Investor Default Amounts or Investor
Charge-Offs for the prior month.
Class B
Excess Collateral Amt.
---------------
Total
===============
I. Excess Collateral Amount.
-------------------------
The amount of the Excess Collateral 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 Portfolio Yield.
--------------------
</TABLE>
E-6
<PAGE> 125
<TABLE>
<CAPTION>
<S> <C> <C>
The Portfolio Yield for the related Monthly Period
K. The Base Rate.
--------------
The Base Rate for the related Monthly Period
3. Information Regarding the Principal Funding Account.
----------------------------------------------------
A. Accumulation Period
-------------------
(a) Accumulation Period Commencement Date
(b) Accumulation Period length (months)
(c) Accumulation Period Factor
(d) Required Accumulation Factor Number
(e) Controlled Accumulation Amount
(f) Minimum Payment Rate (last 12 months)
B. Principal Funding Account.
--------------------------
Beginning Balance
Plus: Principal Collections for Related Monthly Period from
Principal Account
Plus: Interest on Principal Funding Account Balance for
Related Monthly Period N/A
Less: Withdrawals to Finance Charge Account N/A
Less: Withdrawals to Distribution Account
--------------
Ending Balance
C. Accumulation Shortfall.
-----------------------
The Controlled Deposit Amount for the previous
Monthly Period N/A
</TABLE>
E-7
<PAGE> 126
<TABLE>
<CAPTION>
<S> <C> <C>
Less: The amount deposited into the Principal Funding
Account for the Previous Monthly Period N/A
---------------
Accumulation Shortfall N/A
---------------
Aggregate Accumulation Shortfalls N/A
===============
D. Principal Funding Investment Shortfall.
---------------------------------------
Covered Amount N/A
Less: Principal Funding Investment Proceeds N/A
---------------
Principal Funding Investment Shortfall N/A
4. Information Regarding the Reserve Account.
------------------------------------------
A. Required Reserve Account Analysis.
----------------------------------
(a) Required Reserve Account Amount percentage (0.5% of
Class A Invested Amount or other amount designated by
Transferor)
(b) Required Reserve Account Amount ($)
(c) Required Reserve Account Balance after effect of any
transfers on the Related Transfer Date
(d) Reserve Draw Amount transferred to the Finance
Charge Account on the Related Transfer Date
B. Reserve Account Investment Proceeds.
------------------------------------
Reserve Account Investment Proceeds transferred to the
Finance Charge Account on the Related Transfer Date N/A
</TABLE>
E-8
<PAGE> 127
<TABLE>
<CAPTION>
<S> <C> <C>
C. Withdrawals from the Reserve Account.
-------------------------------------
Total Withdrawals from the Reserve Account transferred
to the Finance Charge Account on the Related Transfer
Date (4.A.(d) plus 4.B. above) N/A
D. The Portfolio Adjusted Yield.
-----------------------------
The Portfolio Adjusted Yield for the related Monthly Period
</TABLE>
E-9
<PAGE> 128
EXHIBIT F
[DATE]
First USA Bank, N.A.
201 North Walnut Street
Wilmington, Delaware 19801
The Bank of New York (Delaware)
White Clay Center
Route 273
Newark, Delaware 19711
Re: Excess Collateral, Series 1998-7
--------------------------------
Ladies and Gentlemen:
In connection with our proposed purchase of $85,845,000 in principal
amount of First USA Credit Card Master Trust, Excess Collateral, Series 1998-7
(the "Excess Collateral"), we confirm that:
1. We have received such information and documentation as we deem
necessary in order to make our investment decision. We understand that such
information and documentation speaks only as of its date and that the
information contained therein 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 amended
and as supplemented by the Series 1998-7 Supplement dated as of September 17,
1998 (the "Series 1998-7 Supplement" and together with the Pooling and Servicing
Agreement, the "Pooling and Servicing Agreement"), each by and between First USA
Bank, N.A., as transferor and servicer, and The Bank of New York (Delaware)
relating to the Excess Collateral and agree to be bound by, and not reoffer,
resell, pledge or otherwise transfer (any such act, a "Transfer") the Excess
Collateral except in compliance with such restrictions and conditions including
but not limited to those in Section 11 of the Series 1998-7 Supplement.
F-1
<PAGE> 129
3. We understand that the Excess Collateral has 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 Excess Collateral 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 or (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).
4. We have neither acquired nor will we Transfer any Excess Collateral
we acquire (or any interest therein) or cause any Excess Collateral (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 Excess Collateral, a partnership, Subchapter S corporation or grantor
trust for United States federal income tax purposes or, if we are such a Person,
the Excess Collateral does not represent more than 50% of the value of all of
our assets.
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 Excess Collateral is effectively
connected with a such person's conduct of a trade or business within the
United States (within the meaning of the Code) or (B) an estate or trust the
income of which is includible in gross income for United States federal income
tax purposes. We agree that (a) if we are a person described in clause (A)(i) or
(A)(ii) above, we will furnish to the person from whom we are acquiring a Excess
Collateral, the Servicer and the Trustee, a properly executed U.S. Internal
Revenue Service Form W-9 and a new Form W-9, or any successor applicable form,
upon the expiration or obsolescence of any previously delivered form or (b) if
we are a person described in clause (A)(iii) above, we will
F-2
<PAGE> 130
furnish to the person from whom we are acquiring a Excess Collateral, the
Servicer and the Trustee, a properly executed U.S. Internal Revenue Service Form
4224 and a new Form 4224, or any successor applicable form, upon the expiration
or obsolescence of any previously delivered form (and, in each case, such other
certifications, representations or opinions of counsel as may be requested by
the Trustee). We recognize that if we are a tax-exempt entity, payments with
respect to the Excess Collateral may constitute unrelated business taxable
income.
7. We understand that a subsequent Transfer of the Excess Collateral
will be void if such Transfer would cause the number of Targeted Holders (as
defined in the Series 1998-7 Supplement) to exceed ninety nine.
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 and 5.
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 Excess Collateral,
and we and any account for which we are acting are each able to bear the
economic risk of our or its investment.
10. We are acquiring the Excess Collateral 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 (a) an "employee benefit plan" (as defined in Section
3(3) of ERISA), including governmental plans and church plans, (b) a plan
described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended
(the "Code") including individual retirement accounts and Keogh plans, or (c)
any other entity whose underlying assets include "plan assets" (as defined in
United States Department of Labor ("DOL") Regulation Section 2510.3-101, 29
C.F.R. Section 2510.3-101 or otherwise under ERISA) by reason of a plan's
investment in the entity, including, without limitation, an insurance company
general account
12. We understand that any purported Transfer of any Excess Collateral
Amount in contravention of the restrictions and conditions in paragraphs 1
through 11 above (including any
F-3
<PAGE> 131
violation of the representation in paragraph 5 by an investor who continues to
hold a Excess Collateral occurring any time after the Transfer in which it
acquired such Excess Collateral) shall be null and void and the purported
transferee shall not be recognized by the Trust or any other person as an Excess
Collateral Holder for any purpose.
13. We further understand that, on any proposed resale, pledge or
transfer of any Excess Collateral, we will be required to furnish to the Trustee
and the Registrar, such certifications and other information as the Trustee or
the Registrar may reason ably require to confirm that the proposed sale complies
with the foregoing restrictions and with the restrictions and conditions of the
Excess Collateral and the Pooling and Servicing Agreement pursuant to which the
Excess Collateral were issued and we agree that if we determine to Transfer any
Excess Collateral, 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 Excess Collateral 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 Excess Collateral has been duly authorized by such
beneficial purchaser of the Excess Collateral to do so.
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,
[full legal name of purchaser]
By:_______________________
Name:
Title:
F-4
<PAGE> 1
- --------------------------------------------------------------------------------
FIRST USA BANK, N.A.
Transferor and Servicer
and
THE BANK OF NEW YORK (DELAWARE)
on behalf of the Certificateholders
-----------------------------
SERIES 1998-8 SUPPLEMENT
Dated as of September 17, 1998
to
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1992, as amended
--------------------------
$602,410,000
FIRST USA CREDIT CARD MASTER TRUST
Series 1998-8
- --------------------------------------------------------------------------------
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
SECTION 1. Designation........................................................................................1
SECTION 2. Definitions........................................................................................2
SECTION 3. Reassignment and Transfer Terms...................................................................27
SECTION 4. Delivery and Payment for the Series 1998-8 Certificates...........................................27
SECTION 5. Depositary; Form of Delivery of the Series 1998-8 Certificates....................................28
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 1998-8 Certificates.......................35
Section 4.07 Determination of Monthly Principal.........................................................37
Section 4.08 Coverage of Required Amount for the Investor Certificates..................................39
Section 4.09 Monthly Payments...........................................................................40
Section 4.10 Payment of Class A Certificate and Class B Certificate Interest............................45
Section 4.11 [Reserved].................................................................................46
Section 4.12 Investor Charge-Offs.......................................................................46
Section 4.13 Excess Finance Charge Collections for the Series 1998-8 Certificates.......................48
Section 4.14 Reallocated Principal Collections for the Series 1998-8 Certificates.......................50
</TABLE>
i
<PAGE> 3
<TABLE>
<CAPTION>
Page
----
<S> <C>
Section 4.15 Determination of LIBOR.....................................................................52
Section 4.16 Principal Funding Account..................................................................53
Section 4.17 Reserve Account............................................................................54
SECTION 7. Article V of the Agreement........................................................................57
Article V
Distributions and Reports to Investor
Certificateholders.............................................57
Section 5.01 Distributions..............................................................................57
Section 5.02 Monthly Certificateholders' Statement......................................................58
SECTION 8. Series 1998-8 Pay Out Events......................................................................61
SECTION 9. Series 1998-8 Termination.........................................................................63
SECTION 10. Periodic Finance Charges and Other Fees..........................................................63
SECTION 11. Transfer of Excess Collateral Amount.............................................................63
SECTION 12. Compliance with Withholding Requirements.........................................................66
SECTION 13. Tax Characterization of the Excess Collateral....................................................67
SECTION 14. ERISA Legend.....................................................................................67
SECTION 15. Amendment and Ratification of Agreement..........................................................68
SECTION 16. Counterparts.....................................................................................68
SECTION 17. GOVERNING LAW....................................................................................68
SECTION 18. Additional Representations and Warranties of the Servicer........................................68
SECTION 19. Appointment of co-Paying Agent, co-Transfer Agent and co-Registrar...............................69
</TABLE>
ii
<PAGE> 4
EXHIBITS
EXHIBIT A Form of Class A Certificate
EXHIBIT B Form of Class B Certificate
EXHIBIT C DTC Letter of Representations
EXHIBIT D Form of Monthly Allocations and Payment Instructions
EXHIBIT E Form of Monthly Certificateholders' Statement
EXHIBIT F Form of Transferee Representation Letter
iii
<PAGE> 5
SERIES 1998-8 SUPPLEMENT, dated as of September 17, 1998 (this
"Series Supplement") by and between FIRST USA BANK, N.A., a national banking
- -------------------
association, 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, N.A. 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 Class A Certificates and the Class B Certificates (each as
defined below) and for the issuance of the Excess Collateral (as defined below).
Pursuant to this Series Supplement, the Transferor and the
Trustee shall create a new Series of Investor Certificates and shall specify
the Principal Terms thereof. The Investor Certificates of Series 1998-8 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 1998-8 Certificates." The Series
-----------------------------
1998-8 Certificates shall be issued in three Classes, two of which shall be
designated generally as the Class A Floating Rate Asset Backed Certificates,
Series 1998-8 (the "Class A Certificates") and the Class B Floating Rate Asset
----------------------
Backed Certificates, Series 1998-8 (the "Class B Certificates"). In addition,
----------------------
there is hereby created a third Class of uncertificated interests in the Trust
which shall be designated generally as the Excess Collateral, Series 1998-8 (the
"Excess Collateral"), and which shall be treated as a Class of "Investor
- -------------------
Certificates" for all purposes under the Agreement and this Series Supplement;
provided, however, that the provisions of subsection 6.09(b) of the Agreement
- -------- -------
with respect to the delivery of an Opinion of Counsel to the effect that a
<PAGE> 6
newly issued Series of Investor Certificates will be treated as debt for Federal
income tax purposes shall not apply to the Excess Collateral and, except as
expressly provided herein, the provisions of Article VI and Article XII of the
Agreement relating to the authentication, delivery, presentation, cancellation
and surrender of registered Certificates shall not apply to the Excess
Collateral.
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 1998-8 Certificates and to no other Series of Certificates issued by the
Trust.
"Accumulation Period" shall mean, unless a Pay Out Event shall
---------------------
have occurred prior thereto, the period commencing at the close of business on
August 31, 2004, 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 1998-8
Termination Date.
"Accumulation Period Factor" shall mean, for any Monthly
----------------------------
Period, a fraction, the numerator of which is equal to the sum of the initial
invested amounts of all outstanding Series, and the denominator of which is
equal to the sum of (a) the Initial Invested Amount, (b) the initial invested
amounts of all outstanding Series (other than Series 1998-8) which are not
expected to be in their revolving periods during such Monthly Period, and (c)
the initial invested amounts of all other outstanding Series which are not
allocating Excess Principal Collections and are expected to be in their
revolving periods during such Monthly Period.
"Accumulation Period Length" shall have the meaning assigned
----------------------------
such term in subsection 4.09(i) of the Agreement.
"Accumulation Shortfall" shall initially mean zero and shall
------------------------
thereafter mean, with respect to any
2
<PAGE> 7
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 1998-8
Certificates for the previous Monthly Period.
"Adjusted Invested Amount" shall mean, with respect to any
--------------------------
date of determination, an amount equal to the sum of the Class A Adjusted
Invested Amount, the Class B Adjusted Invested Amount and the Excess Collateral
Adjusted Amount.
"Agreement" shall mean the Pooling and Servicing Agreement
-----------
dated as of September 1, 1992 between First USA Bank, N.A., as Transferor and
Servicer, and the Trustee, as amended and as the same may be further amended or
otherwise modified from time to time.
"Amortization Period" shall mean, with respect to the Series
---------------------
1998-8 Certificates, the period commencing on the earlier of (a) the first day
of the Accumulation Period, or (b) the Pay Out Commencement Date, and continuing
to and including the earlier of (i) the payment in full to the Class A
Certificateholders of the Class A Invested Amount, to the Class B
Certificateholders of the Class B Invested Amount and to the Excess Collateral
Holders of the Excess Collateral Amount, and (ii) the Scheduled Series 1998-8
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
3
<PAGE> 8
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 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 Excess Collateral Minimum 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 Excess Collateral 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.
"BDL" shall mean Banque de Luxembourg.
-----
4
<PAGE> 9
"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.
"Calculation Date" shall mean October 13, 1998 and the second
------------------
Business Day (as defined for purposes of determining LIBOR) prior to the 15th
day of each calendar month thereafter.
"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.
"Class A Certificate Rate" shall mean a per annum rate of
--------------------------
0.15% in excess of LIBOR as determined (i) on September 15, 1998 for the period
from and includ-
5
<PAGE> 10
ing the Closing Date through and including October 18, 1998 and (ii) on the
related LIBOR Determination Date with respect to each Interest Period
thereafter.
"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 1998-8 Certificateholders' Interest evidenced by the Class A
Certificates.
"Class A Certificates" shall mean any of the certificates
----------------------
executed by the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A hereto.
"Class A Default Interest" shall have the meaning specified
--------------------------
in subsection 4.06(a) of the Agreement.
"Class A Floating Allocation Percentage" shall mean, with
----------------------------------------
respect to any Monthly Period, the percentage equivalent of a fraction, the
numerator of which is the Class A Adjusted Invested Amount as of the last day of
the preceding Monthly Period and the denominator of which is the total amount of
Principal Receivables in the Trust as of the last day of such preceding Monthly
Period; provided, however, that, with respect to the first Monthly Period, the
-------- -------
Class A Floating Allocation Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Class A Initial Invested Amount and the
denominator of which is the total amount of Principal Receivables in the Trust
on the Closing Date; provided further, that with respect to any Monthly Period
-------- -------
in which an Addition Date or a Removal Date occurs and the Servicer need not
make daily deposits of Collections into the Collection Account, the denominator
in the definition of the Class A Floating Allocation Percentage shall be the
Average Principal Balance; provided further, that with respect to any Monthly
-------- -------
Period in which an Addition Date or Removal Date occurs and the Servicer is
required to make daily deposits of Collections into the Collection Account, the
denominator in the definition of the Class A Floating Allocation Percentage
shall be (1) the aggregate amount of Principal Receivables in the Trust at the
end of the day on the last day of the prior Monthly Period for the period from
and including the first day of such Monthly Period to but excluding the related
Addition Date or Removal Date,
6
<PAGE> 11
as applicable, and (2) the aggregate amount of Principal Receivables in the
Trust at the end of the day on the related Addition Date or Removal Date, as
applicable, for the period from such Addition Date to and including the last day
of such Monthly Period.
"Class A Initial Invested Amount" shall mean the aggregate
---------------------------------
initial principal amount of the Class A Certificates, which is $500,000,000.
"Class A Interest Shortfall" shall have the meaning specified
----------------------------
in subsection 4.06(a) of the Agreement.
"Class A Invested Amount" shall mean, when used with respect
-------------------------
to any date of determination, an amount equal to (a) the Class A Initial
Invested Amount, minus (b) the aggregate amount of principal payments made to
-----
Class A Certificateholders prior to such day and minus (c) the excess, if any,
-----
of the aggregate amount of Class A Investor Charge-Offs over Class A Investor
Charge-Offs reimbursed pursuant to subsection 4.12(a) of the Agreement prior to
such day.
"Class A Investor Charge-Offs" shall have the meaning
------------------------------
specified in subsection 4.12(a) of the Agreement.
"Class A Investor Default Amount" shall mean, with respect to
---------------------------------
each Distribution Date and each Receivable in an Account which became a
Defaulted Account during the related Monthly Period, an amount equal to the
product of the aggregate Default Amount for the related Monthly Period and the
applicable Class A Investor Percentage for the related Monthly Period.
"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.
7
<PAGE> 12
"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 $287,671.
"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 Required Amount" shall have the meaning specified in
-------------------------
Section 4.08 of the Agreement.
"Class A Scheduled Payment Date" shall mean the
--------------------------------
September 2005 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.
"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
8
<PAGE> 13
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 a per annum rate of
--------------------------
0.41% in excess of LIBOR as determined (i) on September 15, 1998 for the period
from and including the Closing Date through and including October 18, 1998 and
(ii) on the related LIBOR Determination Date with respect to each Interest
Period thereafter.
"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 1998-8 Certificateholders' Interest evidenced by the Class B
Certificates.
"Class B Certificates" shall mean any of the certificates
----------------------
executed by the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit B hereto.
"Class B Default Interest" shall have the meaning specified in
--------------------------
subsection 4.06(b) of the Agreement.
"Class B Fixed/Floating Allocation Percentage" shall mean for
----------------------------------------------
any Monthly Period during the Amortization Period the percentage equivalent of a
fraction, the numerator of which is the Class B Invested Amount at the end of
the last day of the Revolving Period and the denominator of which is the greater
of (a) the total amount of Principal Receivables in the Trust at the end of the
last day of the preceding Monthly Period and (b) the sum of the numerators used
to calculate fixed/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
9
<PAGE> 14
Average Principal Balance; provided further, however, that with respect to any
-------- ------- -------
Monthly Period in which an Addition Date or Removal Date occurs and the Servicer
is required to make daily deposits of Collections into the Collection Account,
the denominator determined pursuant to clause (a) hereof shall be (1) the
aggregate amount of Principal Receivables in the Trust at the end of the day on
the last day of the prior Monthly Period for the period from and including the
first day of such Monthly Period to but excluding the related Addition Date or
Removal Date, as applicable, and (2) the aggregate amount of Principal
Receivables in the Trust at the end of the day on the related Addition Date or
Removal Date, as applicable, for the period from and including such Addition
Date or Removal Date, as applicable, to and including the last day of such
Monthly Period.
"Class B Floating Allocation Percentage" shall mean, with
----------------------------------------
respect to any Monthly Period, the percentage equivalent of a fraction, the
numerator of which is the Class B Adjusted Invested Amount as of the last day of
the preceding Monthly Period and the denominator of which is the total amount of
Principal Receivables in the Trust as of the last day of such preceding Monthly
Period; provided, however, that, with respect to the first Monthly Period, the
-------- -------
Class B Floating Allocation Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Class B Initial Invested Amount and the
denominator of which is the total amount of Principal Receivables on the Closing
Date; provided further, that with respect to any Monthly Period in which an
-------- -------
Addition Date or Removal Date occurs and the Servicer need not make daily
deposits of Collections into the Collection Account, the denominator in the
definition of the Class B Floating Allocation Percentage shall be the Average
Principal Balance; provided further, that with respect to any Monthly Period in
-------- -------
which an Addition Date or Removal Date occurs and the Servicer is required to
make daily deposits of Collections into the Collection Account, the denominator
in the definition of the Class B Floating Allocation Percentage shall be (1) the
aggregate amount of Principal Receivables in the Trust at the end of the day on
the last day of the prior Monthly Period for the period from and including the
first day of such Monthly Period to but excluding the related Addition Date or
Removal Date, as applicable, and (2) the aggregate amount of Principal
Receivables in the Trust at the end of the day on the related Addition Date or
Removal Date, as applicable, for
10
<PAGE> 15
the period from and including such Addition Date or Removal Date, as applicable,
to and including the last day of such Monthly Period.
"Class B Initial Invested Amount" shall mean the aggregate
---------------------------------
initial principal amount of the Class B Certificates, which is $45,180,000.
"Class B Interest Shortfall" shall have the meaning specified
----------------------------
in subsection 4.06(b) of the Agreement.
"Class B Invested Amount" shall mean, when used with respect
-------------------------
to any date of determination, an amount equal to (a) the Class B Initial
Invested Amount, minus (b) the aggregate amount of principal payments made to
-----
Class B Certificateholders prior to such day, minus (c) the aggregate amount of
-----
Class B Investor Charge-Offs for all prior Distribution Dates, minus (d) the
-----
amount of the Reallocated Class B Principal Collections allocated on all prior
Distribution Dates for which the Excess Collateral Amount has not been reduced
pursuant to subsection 4.14(a) of the Agreement, minus (e) an amount equal to
-----
the amount by which the Class B Invested Amount has been reduced on all prior
Distribution Dates pursuant to subsection 4.12(a) of the Agreement and plus (f)
----
the amount of Excess Finance Charge Collections allocated and available on all
prior Transfer Dates pursuant to subsection 4.13(e) of the Agreement, for the
purpose of reimbursing amounts deducted pursuant to the foregoing clauses (c),
(d) and (e); provided, however, that the Class B Invested Amount may not be
-------- -------
reduced below zero.
"Class B Investor Charge-Offs" shall have the meaning
------------------------------
specified in subsection 4.12(b) of the Agreement.
"Class B Investor Default Amount" shall mean, with respect to
---------------------------------
each Distribution Date and each Receivable in an Account which became a
Defaulted Account during the related Monthly Period, an amount equal to the
product of the aggregate Default Amount for the related Monthly Period and the
Class B Investor Percentage applicable for the related Monthly Period.
"Class B Investor Percentage" shall mean for any Monthly
-----------------------------
Period, (a) with respect to Defaulted Receivables and Finance Charge Receivables
at any time or Principal Receivables during the Revolving Period, the Class B
Floating Allocation Percentage, and (b) with respect to
11
<PAGE> 16
Principal Receivables during the Amortization Period, the Class B Fixed/Floating
Allocation Percentage.
"Class B Monthly Interest" shall mean the monthly interest
--------------------------
distributable in respect of the Class B Certificates as calculated in accordance
with subsection 4.06(b) of the Agreement.
"Class B Monthly Principal" shall mean the monthly principal
---------------------------
distributable in respect of the Class B Certificates as calculated in accordance
with subsection 4.07(b) of the Agreement.
"Class B Monthly Servicing Fee" shall mean, with respect to
-------------------------------
any Distribution Date, one-twelfth of the product of the Series Servicing Fee
Percentage and the Class B Adjusted Invested Amount on the last day of the
preceding Monthly Period; provided, however, that with respect to the initial
-------- -------
Monthly Period the Class B Monthly Servicing Fee shall be $25,994.
"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 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 Available Investor Principal
Collections 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
--------------------------------
September 2005 Distribution Date.
12
<PAGE> 17
"Closing Date" shall mean September 17, 1998.
--------------
"Code" shall mean the Internal Revenue Code of
------
1986, as amended.
"Collateral Base Rate" shall mean, with respect to any Monthly
----------------------
Period, the sum of (a) the weighted average of the Class A Certificate Rate, the
Class B Certificate Rate and the Excess Collateral Minimum Rate (weighted based
on the Class A Invested Amount, the Class B Invested Amount and the Excess
Collateral Amount, respectively, as of the last day of such Monthly Period) plus
(b) the Series Servicing Fee Percentage per annum.
"Controlled Accumulation Amount" shall mean, for any Transfer
--------------------------------
Date with respect to the Accumulation Period prior to the payment in full of the
Invested Amount, $50,200,834; provided, however, that if the Accumulation Period
-------- -------
Length is determined to be less than 12 months pursuant to subsection 4.09(i) of
the Agreement, the Controlled Accumulation Amount for each Transfer Date with
respect to the Accumulation Period prior to the payment in full of the Invested
Amount will be equal to (i) the product of (x) the Initial Invested Amount and
(y) the Accumulation Period Factor for such Monthly Period divided by (ii) the
Required Accumulation Factor Number.
"Controlled Deposit Amount" shall mean, with respect to any
---------------------------
Transfer Date, the sum of (a) the Controlled Accumulation Amount for such
Transfer Date and (b) any existing Accumulation Shortfall.
"Covered Amount" shall mean, with respect to any Interest
----------------
Period during the Accumulation Period prior to the payment in full of the
Invested Amount, the sum of (a) with respect to the Class A Certificates, the
product of (i) a fraction, the numerator of which is the actual number of days
in such Interest Period and the denominator of which is 360, (ii) the Class A
Certificate Rate in effect with respect to such Interest Period and (iii) the
aggregate amount on deposit in the Principal Funding Account with respect to
Class A Monthly Principal as of the last day of the Monthly Period preceding the
Monthly Period in which such Interest Period ends, (b) with respect to the Class
B Certificates, the product of (i) a fraction, the numerator of which is the
actual number of days in such Interest Period and the denominator of which is
360, (ii) the Class B Certificate Rate in effect with
13
<PAGE> 18
respect to such Interest Period and (iii) the aggregate amount on deposit in the
Principal Funding Account with respect to Class B Monthly Principal as of the
last day of the Monthly Period preceding the Monthly Period in which such
Interest Period ends, and (c) with respect to the Excess Collateral, the product
of (i) a fraction, the numerator of which is the actual number of days in such
Interest Period and the denominator of which is 360, (ii) the Excess Collateral
Minimum Rate in effect with respect to such Interest Period and (iii) the
aggregate amount on deposit in the Principal Funding Account with respect to
Excess Collateral Monthly Principal as of the last day of the Monthly Period
preceding the Monthly Period in which such Interest Period ends.
"Daily Deposit Date" shall mean the Determination Date on
--------------------
which the Excess Spread Percentage 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 and Class B Default
Interest distributable in respect of the Class A Certificates and Class B
Certificates, respectively, as calculated in accordance with Section 4.06 of the
Agreement.
"Determination Date" shall mean the first Business Day on or
--------------------
before the eighth calendar day prior to each Distribution Date.
"Distribution Date" shall mean October 19, 1998 and the 18th
-------------------
day of each calendar month thereafter, or if such 18th 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 Excess
Collateral, and with respect to the Class B Certificates, the subordination of
the Excess Collateral.
"Enhancement Provider" shall mean the Excess
----------------------
Collateral Holders.
"ERISA" shall mean the Employee Retirement Income Security Act
-------
of 1974, as amended.
14
<PAGE> 19
"Excess Collateral" shall mean an undivided interest in the
-------------------
Trust which shall consist of the right to receive from the Trust an amount equal
to (i) to the extent necessary to make the required payments to the Excess
Collateral Holders under this Series Supplement, the portion of Collections
allocable thereto under the Agreement and this Series Supplement, and funds on
deposit in the Collection Account allocable thereto pursuant to the Agreement
and this Series Supplement, and (ii) amounts available pursuant to subsection
4.13(k) of the Agreement.
"Excess Collateral 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.
"Excess Collateral Adjusted Amount" shall mean, with respect
-----------------------------------
to any date of determination, an amount not less than zero equal to the Excess
Collateral 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.
"Excess Collateral Amount" shall mean, when used with respect
--------------------------
to any date of determination, an amount equal to (a) the Excess Collateral
Initial Amount, minus (b) the aggregate amount of principal payments made to
-----
Excess Collateral Holders prior to such day, minus (c) the aggregate amount of
-----
Excess Collateral 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 Excess
Collateral Initial Amount), minus (e) an amount equal to the amount by which the
-----
Excess Collateral 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 Excess Collateral Amount may not be reduced
-------- -------
below zero.
15
<PAGE> 20
"Excess Collateral Available Funds" shall mean, with respect
-----------------------------------
to any Monthly Period, an amount equal to the sum of (a) the Excess Collateral
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 Excess
Collateral Amount, the product of (i) the Excess Collateral 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.
"Excess Collateral Charge-Offs" shall have the meaning
-------------------------------
specified in subsection 4.12(c) of the Agreement.
"Excess Collateral 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
Excess Collateral Percentage applicable for the related Monthly Period.
"Excess Collateral 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 Excess Collateral 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 denomina-
16
<PAGE> 21
tor 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.
"Excess Collateral Floating Allocation Percentage" shall mean,
--------------------------------------------------
with respect to any Monthly Period, the percentage equivalent of a fraction, the
numerator of which is the Excess Collateral Adjusted 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 Excess Collateral Floating Allocation Percentage shall mean the
percentage equivalent of a fraction, the numerator of which is the Excess
Collateral Initial 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 Excess Collateral 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 Excess
Collateral 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.
17
<PAGE> 22
"Excess Collateral Holders" shall mean the Person or Persons
---------------------------
so designated in the Transfer and Administration Agreement.
"Excess Collateral Initial Amount" shall mean the aggregate
----------------------------------
initial principal amount of the Excess Collateral Amount, which is $57,230,000.
"Excess Collateral Interest Shortfall" shall have the meaning
--------------------------------------
specified in subsection 4.06(c) of the Agreement.
"Excess Collateral Minimum Monthly Interest" shall mean the
--------------------------------------------
monthly interest distributable in respect of the Excess Collateral Amount as
calculated in accordance with subsection 4.06(c) of the Agreement.
"Excess Collateral Minimum Rate" shall mean a per annum rate
--------------------------------
of 1.00% in excess of LIBOR as determined (i) on September 15, 1998 for the
period from and including the Closing Date through and including October 18,
1998, and (ii) on the related LIBOR Determination Date with respect to each
Interest Period thereafter, or such lesser rate as may be designated in the
Transfer and Administration Agreement.
"Excess Collateral Monthly Principal" shall mean the monthly
-------------------------------------
principal distributable in respect of the Excess Collateral Amount as calculated
in accordance with subsection 4.07(c) of the Agreement.
"Excess Collateral Monthly Servicing Fee" shall mean, with
-----------------------------------------
respect to any Distribution Date, one-twelfth of the product of the Series
Servicing Fee Percentage and the Excess Collateral Adjusted Amount on the last
day of the preceding Monthly Period; provided, however, that with respect to the
-------- -------
initial Monthly Period the Excess Collateral Monthly Servicing Fee shall be
$32,927.
"Excess Collateral 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 Excess
Collateral Floating Allocation Percentage, and (b) with respect to Principal
Receivables during the Amortization Period, the Excess Collateral Fixed/Floating
Allocation Percentage.
18
<PAGE> 23
"Excess Collateral Principal Commencement Date" shall mean (a)
-----------------------------------------------
with respect to the Accumulation Period, the first Distribution Date on which an
amount equal to the sum of the Class A Invested Amount and the Class B Invested
Amount has been deposited in the Principal Funding Account and allocated to the
Class A Certificates and the Class B Certificates or (b) with respect to the
Rapid Amortization Period, the Distribution Date on which the Class A Invested
Amount and the Class B Invested Amount have each been paid in full or, if there
are no Principal Receivables allocable to the Investor Certificates remaining
after payments have been made to the Class A Certificates and the Class B
Certificates on such Distribution Date, the Distribution Date following the
Distribution Date on which the Class A Invested Amount and the Class B Invested
Amount have each been paid in full.
"Excess Collateral Scheduled Payment Date" shall
------------------------------------------
mean the September 2005 Transfer Date.
"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 sub sections 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.
"Excess Spread Percentage" shall mean, with respect to any
--------------------------
Monthly Period, the amount, if any, by which (i) the Net Portfolio Yield exceeds
(ii) the Collateral Base Rate.
"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
19
<PAGE> 24
the percentage equivalent of a fraction, the numerator of which is the Invested
Amount at the end of the last day of the Revolving Period and the denominator of
which is the greater of (a) the total amount of Principal Receivables in the
Trust at the end of the last day of the preceding Monthly Period and (b) the sum
of the numerators used to calculate fixed/floating allocation percentages with
respect to all Series then outstanding on the applicable Distribution Date;
provided, however, that with respect to any Monthly Period in which an Addition
- -------- -------
Date or a Removal Date occurs and the Servicer need not make daily deposits of
Collections into the Collection Account, the denominator determined pursuant to
clause (a) shall be the Average Principal Balance; provided further, however,
-------- ------- -------
that with respect to any Monthly Period in which an Addition Date or Removal
Date occurs and the Servicer is required to make daily deposits of Collections
into the Collection Account, the denominator determined pursuant to clause (a)
hereof shall be (1) the aggregate amount of Principal Receivables in the Trust
at the end of the day on the last day of the prior Monthly Period for the period
from and including the first day of such Monthly Period to but excluding the
related Addition Date or Removal Date, as applicable, and (2) the aggregate
amount of Principal Receivables in the Trust at the end of the day on the
related Addition Date or Removal Date, as applicable, for the period from and
including the related Addition Date or Removal Date, as applicable, to and
including the last day of such Monthly Period.
"Floating Allocation Percentage" shall mean for any date of
--------------------------------
determination the sum of the applicable Class A Floating Allocation Percentage,
the applicable Class B Floating Allocation Percentage and the applicable Excess
Collateral Floating Allocation Percentage.
"Initial Invested Amount" shall mean the aggregate initial
-------------------------
principal amount of the Investor Certificates of Series 1998-8, which is
$602,410,000.
"Initial Purchaser" shall have the meaning specified in
-------------------
subsection 11(c) of this Series Supplement.
"Interest Period" shall mean, with respect to a Distribution
-----------------
Date and, with respect to the Excess Collateral, the Transfer Date relating to
such Distribution Date, the period beginning on the preceding Distribution Date
continuing through the day preceding such Distribu-
20
<PAGE> 25
tion Date, except the first Interest Period shall be deemed to be the 32-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 Excess Collateral Interest Shortfall distributable in
respect of the Investor Certificates as calculated in accordance with Section
4.06 of the Agreement.
"Invested Amount" shall mean, when used with respect to any
-----------------
date, an amount equal to the sum of (a) the Class A Invested Amount, (b) the
Class B Invested Amount and (c) the Excess Collateral 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 Excess Collateral Adjusted Amount
with respect to any date of determination.
"Investor Certificateholder" shall mean the Holder of record
----------------------------
of an Investor Certificate of Series 1998-8.
"Investor Certificates" shall mean the Class A Certificates,
-----------------------
the Class B Certificates and the Excess Collateral.
"Investor Default Amount" shall mean, with respect to each
-------------------------
Distribution Date, an amount equal to the sum of (a) the Class A Investor
Default Amount for such Distribution Date, (b) the Class B Investor Default
Amount for such Distribution Date and (c) the Excess Collateral 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 $346,592.
21
<PAGE> 26
"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 (i) September 15, 1998
--------------------------
for the period from and including the Closing Date through and including October
18, 1998 and (ii) 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, 4% 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 Excess Collateral Minimum Monthly Interest distributable in
respect of the Series 1998-8 Certificates as calculated in accordance with
Section 4.06 of the Agreement.
"Monthly Period" shall have the meaning specified in the
----------------
Agreement, except that the first Monthly Period with respect to the Series
1998-8 Certificates shall begin on and include the Closing Date and shall end on
and include September 30, 1998.
"Monthly Principal" shall mean the monthly principal
-------------------
distributable in respect of the Series 1998-8 Certificates as calculated in
accordance with Section 4.07 of the Agreement.
"Net Portfolio Yield" shall mean for the Series 1998-8
---------------------
Certificates, with respect to any Monthly Period, the annualized percentage
equivalent of a fraction, the numerator of which is an amount equal to the
amount of
22
<PAGE> 27
Collections of Finance Charge Receivables allocated to the Series 1998-8
Certificates for such Monthly Period 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 sum of the Class A Adjusted Invested
Amount, the Class B Adjusted Invested Amount and the Excess Collateral Adjusted
Amount as of the last day of the preceding Monthly Period.
"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 1998-8 Pay Out Event is deemed to
occur pursuant to Section 8 of this Series Supplement, (iii) the Class A
Scheduled Payment Date if the Class A Invested Amount is not paid in full on
such date and (iv) the Class B Scheduled Payment Date if the Class B Invested
Amount is not paid in full on such date.
"Paying 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 1998-8
-----------------
Certificates, with respect to any Monthly Period, the annualized percentage
equivalent of a fraction, the numerator of which is an amount equal to the sum
of (a) the amount of Collections of Finance Charge Receivables allocated to the
Investor Certificates for such Monthly Period, (b) the Principal Funding
Investment Proceeds deposited into the Finance Charge Account on the Transfer
Date related to such Monthly Period, (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 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.
23
<PAGE> 28
"Principal Funding Account" shall have the meaning set forth
---------------------------
in subsection 4.16(a) of the Agreement.
"Principal Funding Account Balance" shall mean, with respect
-----------------------------------
to any date of determination during the Accumulation Period, the principal
amount, if any, on deposit in the Principal Funding Account on such date of
determination.
"Principal Funding Investment Proceeds" shall mean, with
---------------------------------------
respect to each Interest Period during the Accumulation Period, the investment
earnings on funds in the Principal Funding Account (net of investment expenses
and losses) for such Interest Period.
"Principal Funding Investment Shortfall" shall mean, with
----------------------------------------
respect to each Interest Period during the Accumulation Period, the amount, if
any, by which the Principal Funding Investment Proceeds are less than the
Covered Amount.
"Principal 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 Excess Collateral 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 Excess Collateral Principal Commencement Date, the amount if any,
by which the Excess Collateral Amount exceeds the Excess Collateral Monthly
Principal for such Distribution Date.
"Rapid Amortization Period" shall mean the period commencing
---------------------------
on the Pay Out Commencement Date and ending on the earlier to occur of (i) the
date of termination of the Trust pursuant to Section 12.01 of the Agreement or
(ii) the Series 1998-8 Termination Date.
"Rating Agency" shall mean each of Fitch IBCA, Inc., Moody's
---------------
and Standard & Poor's.
24
<PAGE> 29
"Rating Agency Condition" shall mean the notification in
-------------------------
writing by each Rating Agency to the Transferor, the Servicer and the Trustee
that any action will not result in any Rating Agency reducing or withdrawing its
then existing rating of the investor certificates of any outstanding Series or
class with respect to which it is a Rating Agency.
"Reallocated Class B Principal Collections" shall have the
-------------------------------------------
meaning specified in subsection 4.14(b) of the Agreement.
"Reallocated Excess Collateral 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 Excess Collateral
Principal Collections.
"Reference Banks" shall mean four major banks in the London
-----------------
interbank market selected by the Servicer.
"Required Accumulation Factor Number" shall be equal to a
-------------------------------------
fraction, rounded upwards to the nearest whole number, the numerator of which is
one and the denominator of which is equal to the lowest monthly principal
payment rate on the Accounts, expressed as a decimal, for the 12 months
preceding the date of such calculation.
"Required Reserve Account Amount" shall mean, with respect to
---------------------------------
any Transfer Date on or after the Reserve Account Funding Date, an amount equal
to (a) 0.50% of the Invested Amount or (b) any other amount designated by the
Transferor; provided, however, that if such designation is of a lesser amount,
-------- -------
the Transferor shall (i) provide the Servicer, the Excess Collateral Holders and
the Trustee with evidence that the Rating Agency Condition shall have been
satisfied and (ii) deliver to the Trustee a certificate of an authorized
officer to the effect that, based on the facts known to such officer at such
time, in the reasonable belief of the Transferor, such designation will not
cause a Pay Out Event or an event that, after the giving of notice or the lapse
of time, would cause a Pay Out Event to occur with respect to Series 1998-8.
"Reserve Account" shall have the meaning specified in
-----------------
subsection 4.17(a) of the Agreement.
25
<PAGE> 30
"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 2.0%, 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
3.0%, 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 the Excess Spread Percentage for the
Monthly Period preceding such Determination Date is equal to or exceeds 2.50%
per annum.
"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 1998-8 Termination Date" shall mean the May
------------------------------------------
2008 Distribution Date.
"Series 1998-8" shall mean the Series of the First USA Credit
---------------
Card Master Trust represented by the Investor Certificates.
26
<PAGE> 31
"Series 1998-8 Certificateholder" shall mean the holder of
---------------------------------
record of any Series 1998-8 Certificate.
"Series 1998-8 Certificateholders' Interest" shall have the
--------------------------------------------
meaning specified in Section 4.04 of the Agreement.
"Series 1998-8 Certificates" shall have the meaning specified
----------------------------
in Section 1 of this Series Supplement.
"Series 1998-8 Pay Out Event" shall have the meaning specified
-----------------------------
in Section 8 of this Series Supplement.
"Series 1998-8 Termination Date" shall mean the earlier to
--------------------------------
occur of (i) the day after the Distribution Date on which the Investor
Certificates are paid in full, or (ii) the Scheduled Series 1998-8 Termination
Date.
"Series Servicing Fee Percentage" shall mean 1.50% for so long
---------------------------------
as First USA Bank, N.A. is the Servicer or 2.00% if First USA Bank, N.A. is no
longer the Servicer.
"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 Excess Collateral (or other interests
in the Trust), other than certificates (or other such interests) with respect to
which an opinion is rendered that such certificates (or other such interests)
will be treated as debt for federal income tax purposes, and any holder of a
right to receive any amount in respect of the Transferor Interest; provided,
--------
that any Person holding more than one interest each of which would cause such
Person to be a Targeted Holder shall be treated as a single Targeted Holder.
"Transfer" shall have the meaning specified in subsection
----------
11(a) of this Series Supplement.
"Transfer and Administration Agreement" shall mean the
---------------------------------------
agreement among the Transferor and the Excess Collateral Holders, dated the
Closing Date, as amended, supplemented or otherwise modified from time to time.
27
<PAGE> 32
"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 1998-8
--------------------------------
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
1998-8 Certificates through the Record Date preceding the Distribution Date on
which the repurchase occurs.
SECTION 4. Delivery and Payment for the Series 1998-8
------------------------------------------
Certificates. The Transferor shall execute and deliver the Class A Certificates
- -------------
and the Class B Certificates to the Trustee for authentication in accordance
with Section 6.01 of the Agreement. The Trustee shall deliver the Class A
Certificates and the Class B Certificates when authenticated in accordance with
Section 6.02 of the Agreement.
SECTION 5. Depositary; Form of Delivery of the Series 1998-8
-------------------------------------------------
Certificates. (a) The Class A Certificates and the Class B Certificates shall be
- -------------
delivered as Book-Entry Certificates as provided in Sections 6.01 and 6.10 of
the Agreement.
(b) The Depositary for Series 1998-8 shall be The Depository
Trust Company, and the Class A Certificates and the Class B Certificates shall
be initially registered in the name of Cede & Co., its nominee. The Class A
Certificates and the Class B Certificates will initially be held by the Trustee
as custodian for The Depository Trust Company.
SECTION 6. Article IV of Agreement. (A) Sections 4.01, 4.02
------------------------
and 4.03 of the Agreement shall be read in their entirety as provided in the
Agreement except
28
<PAGE> 33
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 1998-8 Certificateholders, shall establish and
maintain in the name of the Trust with a Qualified Institution (other
than the Transferor), which shall initially be the Paying Agent, two
segregated trust accounts (the "Finance Charge Account" and the
-------- ------ --------
"Principal Account," respectively), bearing a designation clearly
---------- --------
indicating that the funds therein are held for the benefit of the
Series 1998-8 Certificateholders. The Trustee shall possess all right,
title and interest in all funds on deposit from time to time in the
Finance Charge Account and the Principal Account and in all proceeds
thereof. The Finance Charge Account and the Principal Account shall be
under the sole dominion and control of the Trustee for the benefit of
the Series 1998-8 Certificateholders. Pursuant to authority granted to
it hereunder, the Servicer shall have the revocable power to instruct
the Trustee to withdraw funds from the Finance Charge Account and the
Principal Account for the purpose of carrying out the Servicer's or the
Trustee's duties hereunder. The Trustee at all times shall maintain
copies of all written reports and instructions that it receives
reflecting each transaction in the Principal Account and the Finance
Charge Account and that funds held therein shall at all times be held
in trust for the benefit of the Series 1998-8 Certificateholders.
(c) The Distribution Account. The Trustee, for the benefit of the
-------------------------
Series 1998-8 Certificateholders, shall cause to be established and
maintained in the name of the Trust, with an office or branch of a
Qualified Institution (other than the Transferor), which shall
initially be the Paying Agent, a non-interest bearing segregated
account (the "Distribution Account") bearing a designation clearly
------------- --------
indicating that the funds deposited therein are held in trust for the
benefit of the Series 1998-8 Certificateholders.
29
<PAGE> 34
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
1998-8 Certificateholders."
(B) Article IV of the Agreement (except for Sections 4.01,
4.02 and 4.03 thereof) shall read in its entirety as follows and shall be
applicable only to the Series 1998-8 Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.04 Rights of Certificateholders. The Investor
-----------------------------
Certificates shall represent undivided interests in the Trust, consisting of the
right to receive, to the extent necessary to make the required payments with
respect to such Investor Certificates at the times and in the amounts specified
in this Agreement, (a) the Floating Allocation Percentage and Fixed/Floating
Allocation Percentage (as applicable from time to time) of Collections received
with respect to the Receivables and (b) funds on deposit in the Collection
Account, the Finance Charge Account, the Principal Account, the Principal
Funding Account, the Reserve Account and the Distribution Account (for such
Series, the "Series 1998-8 Certificateholders' Interest"). The Excess Collateral
------- ------ ------------------- ---------
shall be subordinate to the Class A Certificates and the Class B Certificates.
The Class B Certificates shall be subordinate to the Class A Certificates. The
Exchangeable Transferor Certificate shall not represent any interest in the
Collection Account, the Finance Charge Account, the Principal Account, the
Principal Funding Account, the Reserve Account or the Distribution Account,
except as specifically provided in this Article IV.
Section 4.05 Collections and Allocation.
---------------------------
(a) Collections. The Servicer will apply or will instruct the
------------
Trustee to apply all funds on deposit in the Collection Account, the Finance
Charge Account, the Principal Account, the Principal Funding Account, the
Reserve Account or the Distribution Account allocable to
30
<PAGE> 35
the Series 1998-8 Certificates as described in this Article IV.
(b) Daily Allocations During the Revolving Period. During the
----------------------------------------------
Revolving Period, the Servicer shall, prior to the close of business on each
Date of Processing, allocate the following amounts as set forth below:
(i) Allocate to the Series 1998-8 Certificateholders
the Floating Allocation Percentage of Collections of Finance Charge
Receivables and deposit and retain in the Finance Charge Account (A)
prior to the Calculation Date in each Monthly Period an amount equal to
the product of (x) the Floating Allocation Percentage and (y) the
aggregate amount of Collections of Finance Charge Receivables on such
Date of Processing, or (B) on and after each such Calculation Date to
and including the last day of such Monthly Period, the lesser of (x)
the product of (1) the Floating Allocation Percentage and (2) the
aggregate amount of Collections of Finance Charge Receivables on such
Date of Processing and (y) the excess of (1) the sum of the Monthly
Interest, the Interest Shortfall and the Default Interest for the
Distribution Date following the then current Monthly Period (plus, if
the Transferor is not the Servicer, the Investor Monthly Servicing Fee)
over (2) the amounts previously deposited in the Finance Charge Account
with respect to the current Monthly Period pursuant to this subsection
4.05(b)(i) of the Agreement. On each Date of Processing on and after
each Calculation Date, Collections of Finance Charge Receivables
allocated to the Series 1998-8 Certificates in excess of the amount
required to be deposited and retained in the Finance Charge Account as
provided above shall be held by the Servicer and applied in accordance
with subsection 4.05(f) of the Agreement. In addition, on the Closing
Date, the Transferor shall make a deposit to the Finance Charge Account
in an amount equal to $1,340,000 to be applied as Collections of
Finance Charge Receivables allocated to the Series 1998-8 Certificates.
Notwithstanding the foregoing, on each Date of Processing from and
including each Daily Deposit Date to but excluding the immediately
succeeding Reversion Date, the Servicer shall be required to allocate
to the Series 1998-8 Certificateholders the Floating Allocation
Percentage of Collections of Finance Charge
31
<PAGE> 36
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 1998-8 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 the
Minimum Transferor Interest (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 Excess Collateral Floating Allocation
Percentage and (y) the Collections of Principal Receivables on any such
Date of Processing ("Subordinate Principal Collections") with respect
------------ --------- ------------
to the then current Monthly Period will be deposited into the Principal
Account on a daily basis during such Monthly Period in an aggregate
amount not to exceed the Finance Charge Deficit; at such time as
32
<PAGE> 37
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 1998-8 Certificateholders
and deposit and retain in the Finance Charge Account an amount equal to
the product of (A) the Floating Allocation Percentage on such Date of
Processing and (B) the aggregate amount of Collections of Finance
Charge Receivables on such Date of Processing.
(ii) Allocate to the Series 1998-8 Certificateholders
and retain in the Principal Account an amount equal to the product of
(x) the Fixed/Floating Allocation Percentage on such Date of Processing
and (y) the aggregate amount of Collections of Principal Receivables on
such Date of 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 the Minimum
Transferor Interest (after giving effect to all Principal Receivables
transferred to the Trust on such day) and otherwise shall be deposited
in the Collection Account and applied in accordance with subsection
4.03(f) of the Agreement; provided, further, that on and after the
-------- -------
Calculation Date if there is a Finance Charge Deficit, Subordinate
Principal Collections with respect to each Monthly Period will be
deposited into the Principal Account on a daily basis during such
Monthly Period in an aggregate
33
<PAGE> 38
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 1998-8 Certificateholders
and deposit and retain in the Finance Charge Account an amount equal to
the product of (A) the Floating Allocation Percentage on such Date of
Processing and (B) the aggregate amount of Collections of Finance
Charge Receivables on such Date of Processing.
(ii) Allocate to the Series 1998-8 Certificateholders
and deposit and retain in the Principal Account an amount equal to the
product of (A) the Fixed/Floating Allocation Percentage on such Date of
Processing and (B) the aggregate amount of Collections of Principal
Receivables on such Date of Processing; provided, however, that after
-------- -------
the date on which an amount of such Collections equal to the Invested
Amount has been deposited into the Collection Account and allocated to
the Series 1998-8 Certificateholders, the amount determined in
accordance with this subparagraph (ii) shall be paid to the Holder of
the Exchangeable Transferor Certificate only if the Transferor Interest
on such Date of Processing is greater than the Minimum Transferor
Interest (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 fore going, 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.
34
<PAGE> 39
(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 1998-8 Certificateholders and deposit in
the Finance Charge Account an amount equal to (i) the lesser of (A) the product
of (x) the Floating Allocation Percentage with respect to the preceding Monthly
Period and (y) the aggregate amount of Collections of Finance Charge Receivables
for the related Monthly Period, and (B) the aggregate of the amounts to be
applied from amounts on deposit in the Finance Charge Account on such Transfer
Date pursuant to subsections 4.09(a)(i) through (iii), 4.09(b)(i) and (ii),
4.09(c)(i) and 4.13(a) through (k) of the Agreement, 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, N.A., as Transferor or
Servicer, pursuant to this Agreement or the Transfer and Administration
Agreement, 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, N.A., 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 the 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
1998-8, not to exceed (x) during the Revolving Period, the Floating Allocation
Percentage of Collections of Principal Receivables for the related Monthly
Period or (y) during the Accumulation Period, the Fixed/Floating Allocation
Percentage of Collections of Principal Receivables for the related Monthly
Period less the amount thereof applied to pay Monthly Principal on the related
Distribution Date.
(g) Notwithstanding anything in this Section 4.05, if on any
date the aggregate amount of Principal Receivables is less than the sum of the
Invested Amounts for all Series then outstanding, all Collections of Prin-
35
<PAGE> 40
cipal 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 1998-8. Such deposits to be treated as Collections will be
allocated as Finance Charge Receivables or Principal Receivables as indicated in
the Agreement.
Section 4.06 Determination of Monthly Interest for the Series
------------------------------------------------
1998-8 Certificates. (a) The amount of monthly interest (for the Series 1998-8
- --------------------
Certificates, the "Class A Monthly Interest") distributable from the
------ - ------- ---------
Distribution Account with respect to the Class A Certificates on any
Distribution Date shall be an amount equal to the product of (i) the product of
(x) the Class A Certificate Rate and (y) a fraction the numerator of which is
the actual number of days in the related Interest Period and the denominator of
which is 360 and (ii) the Class A Outstanding Principal Balance as of the close
of business on the last day of the preceding Monthly Period; provided, however,
-------- -------
that with respect to the first Distribution Date, Class A Monthly Interest shall
be equal to the product of (a) the Class A Certificate Rate for the period from
and including the Closing Date to and including October 18, 1998, (b) a fraction
the numerator of which is 32 and the denominator of which is 360 and (c) the
Class A Initial Invested Amount.
On the Determination Date preceding each Distribution Date,
the Servicer shall determine an amount (the "Class A Interest Shortfall") equal
------ - -------- ----------
to the excess, if any, of (x) the aggregate Class A Monthly Interest for the
Interest Period applicable to the preceding Distribution Date over (y) the
----
amount which was paid to the Class A Certificateholders in respect of interest
on such preceding Distribution Date. If there is a Class A Interest Shortfall
with respect to any Distribution Date, an additional amount ("Class A Default
------ - -------
Interest") shall be payable as provided herein with respect to the Class A Cer-
- ---------
36
<PAGE> 41
tificates 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 1998-8
Certificates, the "Class B Monthly Interest") distributable from the
------ - ------- ---------
Distribution Account with respect to the Class B Certificates on any
Distribution Date shall be an amount equal to the product of (i) the product of
(x) the Class B Certificate Rate and (y) a fraction the numerator of which is
the actual number of days in the related Interest Period and the denominator of
which is 360 and (ii) the Class B Invested Amount as of the close of business on
the last day of the preceding Monthly Period; provided, however, that with
-------- -------
respect to the first Distribution Date, Class B Monthly Interest shall be equal
to the product of (a) the Class B Certificate Rate for the period from and
including the Closing Date to and including October 18, 1998, (b) a fraction the
numerator of which is 32 and the denominator of which is 360 and (c) the Class B
Initial Invested Amount.
On the Determination Date preceding each Distribution Date,
the Servicer shall determine an amount (the "Class B Interest Shortfall") equal
------ - -------- ----------
to the excess, if any, of (x) the aggregate Class B Monthly Interest for the
Interest Period applicable to the preceding Distribution Date over (y) the
----
amount which was paid to the Class B Certificateholders in respect of interest
on such preceding Distribution Date. If there is a Class B Interest Shortfall
with respect to any Distribution Date, an additional amount ("Class B Default
------ - -------
Interest") shall be payable as provided herein with respect to the Class B
- ---------
Certificates on each Distribution Date following such Distribution Date to and
including the Distribution Date on which such Class B Interest Shortfall is paid
to Class B Certificateholders equal to the product of (i) the product of (x) the
Class B Certificate Rate plus 2.00% per annum and (y) a fraction the numerator
of which is the actual
37
<PAGE> 42
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 minimum amount of monthly interest (for the Series
1998-8 Certificates, the "Excess Collateral Minimum Monthly Interest")
------- ---------- ------- ------- ---------
distributable with respect to the Excess Collateral on any Transfer Date shall
be an amount equal to the product of (i) the product of (x) the Excess
Collateral Minimum 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 Excess Collateral Amount as of the close of business on the
last day of the preceding Monthly Period; provided, however, that with respect
-------- -------
to the first Transfer Date, Excess Collateral Minimum Monthly Interest shall be
equal to the product of (a) the Excess Collateral Minimum Rate for the period
from and including the Closing Date to and including October 18, 1998, (b) a
fraction the numerator of which is 32 and the denominator of which is 360 and
(c) the Excess Collateral Initial Amount.
On the Determination Date preceding each Transfer Date, the
Servicer shall determine an amount (the "Excess Collateral Interest Shortfall")
------- ---------- -------- ----------
equal to the excess, if any, of (x) the aggregate Excess Collateral Minimum
Monthly Interest for the Interest Period applicable to the preceding Transfer
Date over (y) the amount which was paid to the Excess Collateral Holders in
----
respect of interest on such preceding Transfer Date pursuant to the terms
hereof.
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
38
<PAGE> 43
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 "Excess Collateral
------- ----------
Monthly Principal") distributable from the Principal Account with respect to the
- ------- ----------
Excess Collateral on each Transfer Date, beginning with the Transfer Date first
preceding the Excess Collateral Principal Commencement Date, shall be an amount
equal to the least of (i) the Available Investor Principal Collections on
deposit in the Principal Account with respect to such Transfer Date (minus the
portion of such Available Investor Principal Collections applied to Class A
Monthly Principal and Class B Monthly Principal on such Transfer Date), (ii) for
each Transfer Date with respect to the Accumulation Period prior to the Excess
Collateral 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 Excess Collateral Adjusted
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
------ - -------- -------
39
<PAGE> 44
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, N.A. 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, N.A.
is no longer the Servicer, the Class B Monthly Servicing Fee for the related
Distribution Date exceeds the Class B Available Funds for the related Monthly
Period and (y) the amount, if any, by which the Class B Investor Default Amount,
if any, for such Distribution Date exceeds the amount of Excess Finance Charge
Collections available to make payments with respect thereto pursuant to
subsection 4.13(d) of the Agreement.
In the event that the sum of the Class A Required Amount and
the Class B Required Amount for such Distribution Date is greater than zero, the
Servicer shall give written notice to the Trustee of such positive Class A
Required Amount or Class B Required Amount on the related 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
40
<PAGE> 45
respect to such Transfer Date, the Collections of Principal Receivables
allocable to the Excess Collateral 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 Excess Collateral (after application to the Class A
Required Amount) shall be applied as specified in Section 4.14 of the Agreement;
provided, however, that the sum of any payments pursuant to this paragraph shall
- -------- -------
not exceed the sum of the Class A Required Amount and the Class B Required
Amount.
Section 4.09 Monthly Payments. On each Transfer Date, the
-----------------
Trustee, acting in accordance with written instructions from the Servicer
substantially in the form of Exhibit D hereto, shall make the withdrawals,
deposits and payments specified in subsections (a) through (h) of this
Section 4.09.
(a) On the Transfer Date preceding each Distribution Date, an
amount equal to the Class A Available Funds deposited or deemed to have been
deposited into the Finance Charge Account for the related Monthly Period will be
distributed in the following priority:
(i) an amount equal to Class A Monthly Interest for
such Distribution Date, plus the amount of any Class A Monthly Interest
----
previously due but not paid to Class A Certificateholders on a prior
Distribution Date, plus the amount of any Class A Default Interest for
----
such Distribution Date, shall be deposited by the Servicer or the
Trustee into the Distribution Account;
(ii) if First USA Bank, N.A. 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
41
<PAGE> 46
(determined as of such Distribution Date after giving effect to any
Principal Receivables transferred to the Trust during the Monthly
Period relating to such Distribution Date, any such amount in excess of
the Transferor Interest to be treated as Unallocated Principal
Collections) and (B) deposited in the Principal Account and treated as
a portion of Available Investor Principal Collections for Distribution
Dates with respect to the Amortization Period; and
(iv) the balance, if any, shall constitute Excess
Finance Charge Collections and shall be allocated and distributed as
set forth in Section 4.13 of the Agreement.
(b) On the Transfer Date preceding each Distribution Date, an
amount equal to the Class B Available Funds deposited or deemed to have been
deposited in the Finance Charge Account for the related Monthly Period will be
distributed in the following priority:
(i) an amount equal to the Class B Monthly Interest
for such Distribution Date, plus the amount of any Class B Monthly
----
Interest previously due but not paid to the Class B Certificateholders
on a prior Distribution Date, plus the amount of any Class B Default
----
Interest for such Distribution Date, shall be deposited by the Servicer
or the Trustee into the Distribution Account;
(ii) if First USA Bank, N.A. 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 Excess Collateral 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, N.A. is no longer the
Servicer, an amount equal to the Excess Collat-
42
<PAGE> 47
eral Monthly Servicing Fee for such Distribution Date shall be
distributed to the Servicer; and
(ii) the balance, if any, shall constitute Excess
Finance Charge Collections and shall be allocated and distributed as
set forth in Section 4.13 of the Agreement.
(d) On each Transfer Date during the Revolving Period, the
Trustee shall distribute an amount equal to the Available Investor Principal
Collections deposited or deemed to have been deposited into the Principal
Account for the related Monthly Period in the following priority:
(i) an amount equal to the lesser of (A) the product
of (1) a fraction, the numerator of which is equal to the Available
Investor Principal Collections and the denominator of which is equal
to the sum of the Principal Collections available for sharing as
specified in the related Series Supplement for each Series and (2) the
Principal Shortfall applicable to such other Series and (B) remaining
Available Investor Principal Collections, shall be treated as Excess
Principal Collections and be deposited in the applicable principal
accounts for such other Series with Principal Shortfalls; and
(ii) an amount equal to the excess, if any, of
(A) the Available Investor Principal Collections for such Transfer Date
over (B) the applications specified in subsection 4.09(d)(i) above
shall be paid to the Holder of the Exchangeable Transferor Certificate;
provided, however, that the amount to be paid to the Holder of the
-------- -------
Exchangeable Transferor Certificate pursuant to this subsection
4.09(d)(ii) with respect to such Transfer Date shall be paid to the
Holder of the Exchangeable Transferor Certificate only if the
Transferor Interest on the related Date of Processing is greater than
the Minimum Transferor Interest (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) of the Agreement.
43
<PAGE> 48
(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
Excess Collateral 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, paid to the Excess Collateral Holders;
(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
44
<PAGE> 49
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 1998-8; and
(v) an amount equal to the excess, if any, of (A) the
Available Investor Principal Collections over (B) the applications
specified in subsection 4.09(e)(i) through (iv) above shall be paid to
the Holder of the Exchangeable Transferor Certificate; provided,
--------
however, that the amount to be paid to the Holder of the Exchangeable
-------
Transferor Certificate pursuant to this subsection 4.09(e)(v) with
respect to such Transfer Date shall be paid to the Holder of the
Exchangeable Transferor Certificate only if the Transferor Interest on
the related Date of Processing is greater than the Minimum Transferor
Interest (after giving effect to the inclusion in the Trust of all
Receivables created on or prior to such Transfer Date and the
application of payments referred to in subsection 4.03(b) of the
Agreement) and otherwise shall be considered as Unallocated Principal
Collections and deposited into the Principal Account in accordance with
subsection 4.03(f) of the Agreement; provided, further, that in no
-------- -------
event shall the amount payable to the Holder of the Exchangeable
Transferor Certificate pursuant to this subsection 4.09(e)(v) be
greater than the Transferor Interest on such Transfer Date.
(f) On the earlier to occur of the first Transfer Date with
respect to the Rapid Amortization Period or the Transfer Date immediately
preceding the Class A Scheduled Payment Date, the Trustee shall withdraw from
the Principal Funding Account and (i) deposit in the Distribution Account the
amount deposited in the Principal Funding Account pursuant to subsections
4.09(e)(i) and 4.09(e)(ii) of the Agreement and (ii) pay to the Excess
Collateral Holders, in accordance with subsection 5.01(c) of the Agreement, an
amount equal to the lesser of the amount deposited in the Principal Funding
Account pursuant to subsection 4.09(e)(iii) of the Agreement and the Excess
Collateral Amount.
(g) [Reserved]
45
<PAGE> 50
(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)(i) 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; and
(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.
(i) The Accumulation Period is scheduled to commence at the
close of business on August 31, 2004; provided, however, that, if the
-------- -------
Accumulation Period Length (determined as described below) is less than 12
months, the date on which the Accumulation Period actually commences may, at the
option of the Servicer, upon written notice to the Trustee, be delayed to the
first Business Day of the month that is the number of months prior to the Class
A Scheduled Payment Date at least equal to the Accumulation Period Length and,
as a result, the number of Monthly Periods in the Accumulation Period will at
least equal the Accumulation Period Length. On each Determination Date until the
Accumulation Period begins, the Servicer will determine the "Accumulation Period
------------- ------
Length" which will equal the number of months such that the sum of the
- -------
Accumulation Period Factors for each month during such period will be equal to
or greater than the Required Accumulation Factor Number; provided, however, that
-------- -------
the Accumulation Period Length will not be less than one month.
Section 4.10 Payment of Class A Certificate and Class B
------------------------------------------
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
46
<PAGE> 51
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
and 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.
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 Excess Collateral Amount will
be reduced by the amount of such excess, but not more than the Excess Collateral
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 Excess Collateral Amount to be a negative number, the Excess
Collateral Amount will be reduced to zero, and the Class B Invested Amount will
be reduced by the amount by which the Excess Collateral 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
47
<PAGE> 52
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 Excess Collateral 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 Excess Collateral 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 Excess
Collateral Amount to be a negative number, the Excess Collateral Amount shall
be reduced to zero and the Class B Invested Amount shall be reduced by the
amount by which the Excess Collateral 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 Excess Collateral 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 by an amount in excess of the unpaid principal balance of
the Class B Certificates) on any Distribution Date by the amount of Excess
Finance Charge Collections allocated and available for that purpose as described
under subsection 4.13(e) of the Agreement.
(c) On each Distribution Date, the Servicer shall calculate
the Excess Collateral Default Amount. If on any Distribution Date, the Excess
Collateral 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 Excess
Collateral 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 Excess Collateral Amount for such Distribution Date
(an "Excess Collateral Charge-Off"). The Excess Collateral 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
48
<PAGE> 53
Excess Collateral 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 Excess Collateral Amount
will thereafter be reimbursed (but not by an amount in excess of the unpaid
principal balance of the Excess Collateral Amount) 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
------------------------------------------------
1998-8 Certificates. On each Transfer Date, the Servicer will apply or cause the
- --------------------
Trustee to apply Excess Finance Charge Collections with respect to the related
Monthly Period, to make the following distributions in the following priority:
(a) an amount equal to the Class A Required Amount, if any,
with respect to the related Monthly Period will be used to fund the Class A
Required Amount and be applied in accordance with subsection 4.09(a) of the
Agreement;
(b) an amount equal to the aggregate amount of Class A
Investor Charge-Offs, which have not been previously reimbursed (after giving
effect to the allocation with respect to the related Distribution Date of
certain other amounts applied for that purpose) will be distributed to the
Holder of the Exchangeable Transferor Certificate on Transfer Dates with respect
to the Revolving Period, but not exceeding the Transferor Interest in Principal
Receivables on such day (after giving effect to any new Principal 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;
(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
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<PAGE> 54
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 on such day (after giving effect to any new Principal 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;
(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 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 Principal
Receivables transferred to the Trust on such day) and on Transfer Dates with
respect to the Amortization Period will be deposited in the Principal Account
and treated as a portion of Available Investor Principal Collections for the
related Distribution Date;
(f) an amount equal to the Excess Collateral Minimum Monthly
Interest for such Transfer Date, plus the amount of any Excess Collateral
Minimum Monthly Interest previously due but not paid to the Excess Collateral
Holders on a prior Transfer Date will be paid to the Excess Collateral Holders
in accordance with subsection 5.01(c) of the Agreement;
(g) an amount equal to the Unpaid Investor Monthly Servicing
Fee will be paid to the Servicer;
(h) an amount equal to the aggregate Excess Collateral Default
Amount, if any, for the related Distribution Date will be distributed to the
holder of the Exchangeable Transferor Certificate on Transfer Dates with
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<PAGE> 55
respect to the Revolving Period (but not exceeding the Transferor Interest in
Principal Receivables on such day (after giving effect to any new Principal
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;
(i) an amount equal to the aggregate amount by which the
Excess Collateral Amount has been reduced below the Excess Collateral Initial
Amount for reasons other than the payment of principal to the Excess Collateral
Holders (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 Principal
Receivables transferred to the Trust on such day) and on Transfer Dates with
respect to the Amortization Period will be deposited in the Principal Account
and treated as a portion of Available Investor Principal Collections for the
related Distribution Date;
(j) on each Transfer Date from and after the Reserve Account
Funding Date, but prior to the date on which the Reserve Account terminates as
described in subsection 4.17(f) of the Agreement, an amount up to the excess, if
any, of the Required Reserve Account Amount over the Available Reserve Account
Amount shall be deposited into the Reserve Account; and
(k) the balance, if any, after giving effect to the payments
made pursuant to subparagraphs (a) through (j) above shall be paid to the Excess
Collateral Holders in accordance with subsection 5.01(c) of the Agreement.
Section 4.14 Reallocated Principal Collections
---------------------------------
for the Series 1998-8 Certificates.
- -----------------------------------
(a) On each Distribution Date, the Servicer will apply or
cause the Trustee to apply an amount, not to exceed the Excess Collateral
Amount, equal to the product of (a)(i) during the Revolving Period, the Excess
Collateral Floating Allocation Percentage or (ii) during an Amortization Period,
the Excess Collateral Fixed/Floating
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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
------------
Excess Collateral 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(c) and (d) of the Agreement; and
(ii) any such collections not applied in the
foregoing manner (and therefore not constituting Reallocated Excess
Collateral Principal Collections) will, on Distribution Dates with
respect to the Revolving Period, be applied as Available Investor
Principal Collections.
(b) On each Distribution Date, the Servicer will apply or
cause the Trustee to apply an amount, not to exceed the Class B Invested Amount,
equal to the product of (a)(i) during the Revolving Period, the Class B Floating
Allocation Percentage or (ii) during an Amortization Period, the Class B
Fixed/Floating Allocation Percentage and (b) the amount of Collections of
Principal Receivables with respect to the related Monthly Period in the
following priority (such collections applied in accordance with clause (i) below
are called "Reallocated Class B Principal Collections"):
------------ ----- - --------- ------------
(i) an amount equal to the excess, if any, of the
Class A Required Amount with respect to such related Monthly Period
over the sum of (x) the amount of Excess Finance Charge Collections
with respect to such related Monthly Period and (y) the amount of
Reallocated Excess Collateral 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
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(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 Excess Collateral Amount shall
be reduced by the amount of Reallocated Excess Collateral 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 Excess
Collateral Amount to be a negative number, the Excess Collateral Amount shall be
reduced to zero and the Class B Invested Amount shall be reduced by the amount
by which the Excess Collateral Amount would have been reduced below zero. In the
event that the reallocation of Principal Collections would cause the Class B
Invested Amount to be a negative number on any Distribution Date, Principal
Collections shall be reallocated on such Distribution Date in an aggregate
amount not to exceed the amount which would cause the Class B Invested Amount to
be reduced to zero.
Section 4.15 Determination of LIBOR.
-----------------------
(a) On each LIBOR Determination Date, the Trustee shall
determine LIBOR on the basis of the rate for deposits in United States dollars
for a period equal to the relevant Interest Period which appears on Telerate
Page 3750 as of 11:00 a.m., London time, on such date. If such rate does not
appear on Telerate Page 3750, the rate for that LIBOR Determination Date shall
be determined on the basis of the rates at which deposits in United States
dollars are offered by the Reference Banks at approximately 11:00 a.m., London
time, on that day to prime banks in the London interbank market for a period
equal to the relevant Interest Period. The Trustee shall request the principal
London office of each of the Reference Banks to provide a quotation of its rate.
If at least two such quotations are provided, the rate for that LIBOR
Determination Date shall be the arithmetic mean of 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
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loans in United States dollars to leading European banks for a period equal to
the relevant Interest Period.
(b) The Class A Certificate Rate and the Class B Certificate
Rate applicable to the then current and the immediately preceding Interest
Periods may be obtained by any Series 1998-8 Certificateholder by telephoning
the Paying Agent at its corporate trust office at (212) 815-5737.
(c) On each LIBOR Determination Date, the Trustee shall send
to the Servicer by facsimile notification of LIBOR for the following Interest
Period. The Trustee shall cause the Class A Certificate Rate and the Class B
Certificate Rate applicable to an Interest Period to be provided to the
Luxembourg Stock Exchange as soon as possible after its determination but in no
event later than the first day of such Interest Period. In addition, the Trustee
shall cause the Class A Monthly Interest and the Class B Monthly Interest
applicable to an Interest Period to be provided to the Luxembourg Stock Exchange
within one Business Day of the date on which the Trustee receives notification
of the Class A Monthly Interest and the Class B Monthly Interest from the
Servicer.
Section 4.16 Principal Funding Account.
--------------------------
(a) The Servicer shall establish and maintain with a Qualified
Institution, which may be the Trustee, in the name of the Trustee, on behalf of
the Trust, for the benefit of the Investor Certificateholders, a segregated
trust account with the corporate trust department of such Qualified Institution
(the "Principal Funding Account"), bearing a designation clearly indicating that
---------- ------- --------
the funds deposited therein are held for the benefit of the Investor
Certificateholders. The Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Principal Funding Account and in
all proceeds thereof. The Principal Funding Account shall be under the sole
dominion and control of the Trustee for the benefit of the Investor
Certificateholders. If any time the institution holding 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
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<PAGE> 59
such new Principal Funding Account. The Trustee, at the written direction of the
Servicer, shall (i) make withdrawals from the Principal Funding Account from
time to time, in the amounts and for the purposes set forth in this Supplement,
and (ii) on each Transfer Date (from and after the commencement of the
Accumulation Period) prior to termination of the Principal Funding Account make
a deposit into the Principal Funding Account in the amount specified in, and
otherwise in accordance with, subsection 4.09(e) of the Agreement.
(b) Funds on deposit in the Principal Funding Account shall be
invested at the written direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Principal Funding Account on any Transfer
Date, after giving effect to any withdrawals from the Principal Funding Account
on such Transfer Date, shall be invested in such investments that will mature so
that such funds will be available for withdrawal on or prior to the following
Transfer Date. The Trustee shall maintain for the benefit of the Investor
Certificateholders possession of the negotiable instruments or securities, if
any, evidencing such Permitted Investments. No Permitted Investment shall be
disposed of prior to its maturity.
On the Transfer Date occurring in the month following the
commencement of the Accumulation Period and on each Transfer Date thereafter
with respect to the Accumulation Period, the Trustee, acting at the Servicer's
written direction given on such Transfer Date, shall (x) transfer from the
Principal Funding Account to the Finance Charge Account the Principal Funding
Investment Proceeds on deposit in the Principal Funding Account, but not in
excess of the Covered Amount, for application as Class A Available Funds,
Class B Available Funds and Excess Collateral 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 Excess
Collateral Holders. 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.
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Section 4.17 Reserve Account.
(a) The Servicer shall establish and maintain with a Qualified
Institution, which may be the Trustee, in the name of the Trustee, on behalf of
the Trust, for the benefit of the Investor Certificateholders, a segregated
trust account with the corporate trust department of such Qualified Institution
(the "Reserve Account"), bearing a designation clearly indicating that the funds
-------- --------
deposited therein are held for the benefit of the Investor Certificateholders.
The Trustee shall possess all right, title and interest in all funds on deposit
from time to time in the Reserve Account and in all proceeds thereof. The
Reserve Account shall be under the sole dominion and control of the Trustee for
the benefit of the Investor Certificateholders. If at any time the institution
holding the Reserve Account ceases to be a Qualified Institution the Transferor
shall notify the Trustee, and the Trustee upon being notified (or the Servicer
on its behalf) shall, within 10 Business Days, establish a new Reserve Account
meeting the conditions specified above with a Qualified Institution, and shall
transfer any cash or any investments to such new Reserve Account. The Trustee,
at the written direction of the Servicer, shall (i) make withdrawals from the
Reserve Account from time to time in an amount up to the Available Reserve
Account Amount at such time, for the purposes set forth in this Supplement, and
(ii) on each Transfer Date (from and after the Reserve Account Funding Date)
prior to termination of the Reserve Account make a deposit into the Reserve
Account in the amount specified in, and otherwise in accordance with,
subsection 4.13(j) of the Agreement.
(b) Funds on deposit in the Reserve Account shall be invested
at the written direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Reserve Account on any Transfer Date, after
giving effect to any withdrawals from the Reserve Account on such Transfer Date,
shall be invested in such investments that will mature so that such funds will
be available for withdrawal on or prior to the following 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
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deposit in the Reserve Account shall be retained in the Reserve Account (to the
extent that the Available Reserve Account Amount is less than the Required
Reserve Account Amount) and the balance, if any, shall be deposited into the
Finance Charge Account for application as Collections of Finance Charge
Receivables allocable to the Investor Certificates on such Transfer Date. For
purposes of determining the availability of funds or the balance in the Reserve
Account for any reason under this Supplement, except as otherwise provided in
the preceding sentence, investment earnings on such funds shall be deemed not to
be available or on deposit.
(c) On each Transfer Date with respect to the Accumulation
Period prior to the payment in full of the Invested Amount and the first
Transfer Date with respect to the Rapid Amortization Period, the Servicer shall
calculate the "Reserve Draw Amount" which shall be equal to the Principal
-------- ---- -------
Funding Investment Shortfall with respect to each Transfer Date with respect to
the Accumulation Period or the first Transfer Date with respect to the Rapid
Amortization Period; provided, however, that such amount will be reduced to the
-------- -------
extent that funds otherwise would be available for deposit in the Reserve
Account under subsection 4.13(j) of the Agreement with respect to such Transfer
Date.
(d) In the event that for any Transfer Date the Reserve Draw
Amount is greater than zero, the Reserve Draw Amount, up to the Available
Reserve Account Amount, shall be withdrawn from the Reserve Account on such
Transfer Date by the Trustee (acting in accordance with the written instructions
of the Servicer), deposited into the Finance Charge Account for application in
accordance with Section 4.09 of the Agreement.
(e) In the event that the Reserve Account Surplus on any
Transfer Date, after giving effect to all deposits to and withdrawals from the
Reserve Account with respect to such Transfer Date, is greater than zero, the
Trustee, acting in accordance with the 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
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Agreement, (ii) the day on which the Invested Amount is paid in full to the
Series 1998-8 Certificateholders, (iii) if the Accumulation Period has not
commenced, the occurrence of a Pay Out Event with respect to Series 1998-8 and
(iv) if the Accumulation Period has commenced, the earlier of the first Transfer
Date with respect to the Rapid Amortization Period and the Class A Scheduled
Payment Date, the Trustee, acting in accordance with the written instructions of
the Servicer, after the prior payment of all amounts owing to the Series 1998-8
Certificateholders that are payable from the Reserve Account as provided herein,
shall withdraw from the Reserve Account and deposit in the Finance Charge
Account all amounts, if any, on deposit in the Reserve Account for application
in accordance with Section 4.09 of the Agreement, and the Reserve Account shall
be deemed to have terminated for purposes of this Supplement.
SECTION 7. Article V of the Agreement. Article V of the
---------------------------
Agreement shall read in its entirety as follows and shall be applicable only to
the Series 1998-8 Certificates:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
Section 5.01 Distributions.
--------------
(a) On each Distribution Date, the Paying Agent shall
distribute (in accordance with the certificate delivered by the Servicer to the
Trustee pursuant to subsection 3.04(b) of the Agreement) to each Class A
Certificateholder of record on the preceding Record Date (other than as provided
in subsection 2.04(e) or in Section 12.03 of the Agreement respecting a final
distribution) such Certificateholder's pro rata share (based on the aggregate
--- ----
Undivided Interests represented by Class A Certificates held by such
Certificateholder) of amounts on deposit in the Distribution Account as are
payable to the Class A Certificateholders pursuant to subsection 4.09(h) and
Section 4.10 of the Agreement by check mailed to each Class A Certificateholder
at such Certificateholder's address as it appears on the Certificate Register
or, in the case of Class A Certificateholders holding Class A Certificates
evidencing Undivided Interests aggregating not less than 80% of the Invested
Amount, by wire trans-
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fer, at the expense of such Class A Certificateholder, to an account or accounts
designated by such Class A Certificateholder by written notice given to the
Paying Agent not less than five days prior to the related Distribution Date;
provided, however, that the final payment in retirement of the Class A
- -------- -------
Certificates will be made only upon presentation and surrender of the Class A
Certificates at the office or offices specified in the notice of such final
distribution delivered by the Trustee pursuant to Section 12.03 of the
Agreement.
(b) On each Distribution Date, the Paying Agent shall
distribute (in accordance with the certificate delivered by the Servicer to the
Trustee pursuant to subsection 3.04(b) of the Agreement) to each Class B
Certificateholder of record on the preceding Record Date (other than as provided
in subsection 2.04(e) or in Section 12.03 of the Agreement respecting a final
distribution) such Certificateholder's pro rata share (based on the aggregate
--- ----
Undivided Interests represented by Class B Certificates held by such
Certificateholder) of amounts on deposit in the Distribution Account as are
payable to the Class B Certificateholders pursuant to subsection 4.09(h) and
Section 4.10 of the Agreement by check mailed to each Class B Certificateholder
at such Certificateholder's address as it appears on the Certificate Register
or, in the case of Class B Certificateholders holding Class B Certificates
evidencing Undivided Interests aggregating not less than 80% of the Class B
Invested Amount, by wire transfer, at the expense of such Class B
Certificateholder, to an account or accounts designated by such Class B
Certificateholder by written notice given to the Paying Agent not less than five
days prior to the related Distribution Date; provided, however, that the final
-------- -------
payment in retirement of the Class B Certificates will be made only upon
presentation and surrender of the Class B Certificates at the office or offices
specified in the notice of such final distribution delivered by the Trustee
pursuant to Section 12.03 of the Agreement.
(c) On each Transfer Date, the Trustee shall distribute (in
accordance with the certificate delivered by the Servicer to the Trustee
pursuant to subsection 3.04(b) of the Agreement) to the Excess Collateral
Holders the amounts payable to the Excess Collateral Holder pursuant to
subsection 4.09(e)(iii), subsection 4.09(f)(ii), subsection 4.13(f), subsection
4.13(k) and subsection 4.16(b) of the Agreement by wire transfer, at the expense
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of such Excess Collateral Holders, to an account or accounts designated by such
Excess Collateral Holders by written notice given to the Trustee not less than
five days prior to the related Transfer Date.
Section 5.02 Monthly Certificateholders' Statement.
--------------------------------------
(a) On each Distribution Date, the Paying Agent shall forward
to each Certificateholder and each Rating Agency a statement substantially in
the form of Exhibit E 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 Excess Collateral Amount, 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 Excess Collateral Amount, 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 Excess Collateral Amount, the Floating Allocation
Percentage and, during the Amortization Period, the Fixed/Floating
Allocation Percentage with respect to
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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 and 155 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 Excess Collateral Default Amount for the related Monthly
Period;
(ix) the aggregate amount of Class A Investor
Charge-Offs and the amount by which the Class B Invested Amount and the
Excess Collateral 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 Excess Collateral 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 Excess Collateral Monthly
Servicing Fee for the related Monthly Period;
(xii) the amount of Reallocated Excess Collateral
Principal Collections and Reallocated Class B Principal Collections
with respect to such Distribution Date;
(xiii) the Excess Collateral Amount as of the close
of business on such Distribution Date;
(xiv) the Portfolio Yield for the related Monthly
Period;
(xv) the Base Rate for the related Monthly Period;
(xvi) the Principal Funding Account Balance on the
related Transfer Date;
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(xvii) the Accumulation Shortfall;
(xviii) the Accumulation Period Commencement Date
and the Accumulation Period Length; and
(xix) the Principal Funding Investment Shortfall, the
Required Reserve Account Amount, the Reserve Account Balance and the
Reserve Draw Amount for such Monthly Period.
(b) Annual Certificateholders' Tax Statement. On or before
------------------------------------------
January 31 of each calendar year, beginning with calendar year 1999, the Trustee
shall distribute to each Person who at any time during the preceding calendar
year was a Class A Certificateholder or a Class B Certificateholder, a statement
prepared by the Servicer containing the information required to be contained in
the regular monthly report to Series 1998-8 Certificateholders, as set forth in
subclauses (i), (ii) and (iii) above, aggregated for such calendar year or the
applicable portion thereof during which such Person was a Series 1998-8
Certificateholder, together with such other customary information (consistent
with the treatment of the Class A Certificates and Class B Certificates as debt)
as the Trustee or the Servicer deems necessary or desirable to enable the Class
A Certificateholders and the Class B Certificateholders to prepare their tax
returns. Such obligations of the Trustee shall be deemed to have been satisfied
to the extent that substantially comparable information shall be provided by the
Trustee pursuant to any requirements of the Code as from time to time in effect.
SECTION 8. Series 1998-8 Pay Out Events. If any one of the
-----------------------------
following events shall occur with respect to the Series 1998-8 Certificates:
(a) failure on the part of the Transferor (i) to make any
payment or deposit required by the terms of (A) the Agreement or (B) this Series
Supplement, on or before the date occurring five days after the date such
payment or deposit is required to be made herein or (ii) duly to observe or
perform in any material respect any covenants or agreements of the Transferor
set forth in the Agreement or this Series Supplement, which failure has a
material adverse effect on the Series 1998-8 Certificateholders and which
continues unremedied for a period of 60 days after the date on which written
notice of such fail-
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ure, 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
1998-8 Certificates evidencing Undivided Interests aggregating not less than 50%
of the Invested Amount of this Series 1998-8, and continues to affect materially
and adversely the interests of the Series 1998-8 Certificateholders for such
period;
(b) any representation or warranty made by the Transferor in
the Agreement or this Series Supplement, or any information contained in a
computer file or microfiche list required to be delivered by the Transferor
pursuant to Section 2.01 or 2.06 of the Agreement, (i) shall prove to have been
incorrect in any material respect when made or when delivered, which continues
to be incorrect in any material respect for a period of 60 days after the date
on which written notice of such failure, 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 1998-8 Certificates evidencing
Undivided Interests aggregating more than 50% of the Invested Amount of this
Series 1998-8 and (ii) as a result of which the interests of the Series 1998-8
Certificateholders are materially and adversely affected and continue to be
materially and adversely affected for such period; provided, however, that a
-------- -------
Series 1998-8 Pay Out Event pursuant to this subsection 9(b) shall not be deemed
to have occurred hereunder if the Transferor has accepted reassignment of the
related Receivable, or all of such Receivables, if applicable, during such
period in accordance with the provisions of the Agreement;
(c) the average Portfolio Yield for any three consecutive
Monthly Periods is less than the average Base Rate for such three consecutive
Monthly Periods;
(d) the Transferor shall fail to convey Receivables arising
under Additional Accounts to the Trust, as required by subsection 2.06(a) of the
Agreement; or
(e) any Servicer Default shall occur which would have a
material adverse effect on the Series 1998-8 Certificateholders.
then, in the case of any event described in subparagraph (a), (b) or (e), after
the applicable grace period set forth in such subparagraphs, either the Trustee
or the
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Holders of Series 1998-8 Certificates evidencing Undivided Interests aggregating
more than 50% of the Invested Amount of this Series 1998-8 by notice then given
in writing to the Transferor and the Servicer (and to the Trustee if given by
the Certificateholders) may declare that a pay out event (a "Series 1998-8 Pay
------- ------ ---
Out Event") has occurred as of the date of such notice, and in the case of any
- --- ------
event described in subparagraphs (c) or (d), a Series 1998-8 Pay Out Event shall
occur without any notice or other action on the part of the Trustee or the
Series 1998-8 Certificateholders immediately upon the occurrence of such event.
For purposes of Series 1998-8, the fifth sentence of
subsection 9.02(a) of the Agreement shall be amended to read in its entirety as
follows:
"If, however, with respect to the portion of the Receivables allocable
to any outstanding Series, the holders of more than 50% of the
principal amount of the Class A Certificates and the Class B
Certificates and in the case of the Excess Collateral Amount, holders
of more than 50% of the principal amount of the Excess Collateral
Amount as well as more than 50% of holders of interests in the right to
receive interest payments in respect of the Excess Collateral Amount,
instruct the Trustee not to sell the portion of the Receivables
allocable to such Series, the Trust shall continue with respect to such
Series pursuant to the terms of the Agreement and the Supplement."
SECTION 9. Series 1998-8 Termination. The right of the Series
--------------------------
1998-8 Certificateholders to receive payments from the Trust will terminate on
the first Business Day following the Series 1998-8 Termination Date.
SECTION 10. Periodic Finance Charges and Other Fees. The
----------------------------------------
Transferor hereby agrees that, except as otherwise required by any Requirement
of Law, or as is deemed by the Transferor to be necessary in order for the
Transferor to maintain its credit card business, based upon a good faith
assessment by the Transferor, in its sole discretion, of the nature of the
competition in the credit card business, it shall not at any time reduce the
Periodic Finance Charges assessed on any Receivable or other fees on any Account
if, as a result of such reduction, the
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<PAGE> 69
Transferor's reasonable expectation of the Portfolio Yield as of such date would
be less than the Base Rate.
SECTION 11. Transfers of Excess Collateral. (a) No portion of
-------------------------------
the Excess Collateral 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. No portion of the Excess Collateral or any interest therein may be
Transferred to any Person (other than Bankers Trust (Delaware), not in its
individual capacity but solely in its capacity as owner trustee of the First USA
Secured Note Trust 1998-8 and The Bank of New York, not in its individual
capacity but solely in its capacity as indenture trustee for the First USA
Secured Note Trust 1998-8) (each, an "Assignee"), unless the Assignee shall have
----------
executed and delivered the certification referred to in subsection 11(e) below.
Any attempted Transfer that would cause the number of Targeted Holders to exceed
ninety-nine shall be void.
(b) Each Assignee 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 Excess
Collateral may constitute unrelated business taxable income or (iii) a Person
not described in (i) or (ii) whose ownership of any interest in the Excess
Collateral is effectively connected with the conduct of a trade or business
within the United States (within the meaning of the Code) or (B) an estate or
trust the income of which is includible in gross income for U.S. federal income
tax purposes. Each Assignee also shall agree that (a) if it is a person
described in clause (A)(i) or (A)(ii) above, it will furnish to the Person from
whom it is acquiring any interest in the Excess Collateral, the Servicer and the
Trustee, a properly executed U.S. Internal Revenue Service Form W-9 (and will
agree to furnish a new Form W-9, or any successor applicable form, upon the
expiration or obsolescence of any previously delivered form) or (b) if it is a
person described in clause (A)(iii) above, it will furnish to the person from
whom it is acquiring any interest in the Excess Collateral, the Servicer and the
Trustee, a properly executed U.S. Internal Revenue Service Form 4224 (and
65
<PAGE> 70
will agree to furnish a new Form 4224, or any successor applicable form, upon
the expiration or obsolescence of any previously delivered form and comparable
statements in accordance with applicable U.S. laws), and, in each case, such
other certifications, representations or opinions of counsel as may be requested
by the Trustee.
(c) Each Initial Purchaser of any interest in the Excess
Collateral and any Assignee thereof shall certify to the Transferor, the
Servicer and the Trustee that, in the case of any Assignee, it has not acquired
and, in the case of each Initial Purchaser and any Assignee, it will not sell,
trade or transfer any interest in the Excess Collateral or cause an interest in
the Excess Collateral 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 there under, including, without limitation, an over-the-counter-
market or an interdealer quotation system that regularly disseminates firm buy
or sell quotations. In addition, any Assignee shall certify, prior to any
delivery or Transfer to it of any Excess Collateral that it is not and will not
become, for so long as it holds an interest in the Excess Collateral, a
partnership, Subchapter S corporation or grantor trust for U.S. federal income
tax purposes or, if it is such a Person, the Excess Collateral will represent
not more than 50% of the value of all of its assets. Each Initial Purchaser of
an interest in the Excess Collateral 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 its
certifications described in this subsection 11(c). For purposes of this Section
11, "Initial Purchaser" shall mean the Transferor, Bankers Trust (Delaware), not
in its individual capacity but solely in its capacity as owner trustee of the
First USA Secured Note Trust 1998-8 and The Bank of New York, not in its
individual capacity but solely in its capacity as indenture trustee for the
First USA Secured Note Trust 1998-8.
(d) Each Initial Purchaser of any interest in the Excess
Collateral shall, by its acceptance of the Excess Collateral, be deemed to have
certified and each Assignee shall certify to the Transferor, the Servicer and
the Trustee (i) that it has purchased its interest in the Excess Collateral for
investment only and not with a view to any public distribution thereof,
(ii) that it will not
66
<PAGE> 71
offer, sell, pledge or otherwise transfer its interest in all or any portion of
the Excess Collateral, except in compliance with the Securities Act and other
applicable laws and only (1) to the Transferor or (2) to a limited number of
institutional "accredited investors" (as defined in rule 501(a)(1), (2), (3) or
(7) under the Securities Act) and in a transaction exempt from the registration
requirements of the Securities Act (upon delivery of the documentation required
by the Pooling and Servicing Agreement and, if the Trustee so requires, an
opinion of counsel satisfactory to the Trustee) and (iii) its purchase of its
interest in the Excess Collateral is not being made in reliance on the
Prospectus. No Excess Collateral Holders will have the right to require the
Transferor to register the Excess Collateral or any other securities under the
Securities Act or any other securities laws. Each holder by accepting a
beneficial interest in the Excess Collateral is deemed to represent that it is
an institutional "accredited investor" (as defined in rule 501(a)(1), (2), (3)
or (7) under the Securities Act).
(e) Any request for registration of transfer of all or any
portion of the Excess Collateral shall be made at the office of the Transfer
Agent and Registrar and shall be accompanied by a letter of representations from
the prospective Excess Collateral Holders substantially in the form attached as
Exhibit F, executed by the ultimate beneficial purchaser of the Excess
Collateral Amount (or any portion thereof) in person or by such prospective
Excess Collateral Holder'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, the Excess Collateral (or such portion thereof) shall
be transferred upon the Certificate Register. Such transfers of all or any
portion of the Excess Collateral shall be subject to the restrictions set forth
in this Section 11 and to such other restrictions as shall be set forth in the
letter of representations, substantially in the form attached as Exhibit F,
executed by the purchasing Excess Collateral Holder. 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 portion of the Excess Collateral or any interest
therein may be Transferred (including in the initial offering) to (a) an
"employee benefit plan" (as defined in Section 3(3) of ERISA), including
governmental
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<PAGE> 72
plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the
Code) including individual retirement accounts and Keogh plans, or (c) any other
entity whose underlying assets include "plan assets" (within the meaning of
Department of Labor Regulation Section 2510.3-101, 29 C.F.R. ss. 2510.3-101 or
otherwise under ERISA) by reason of a plan's investment in the entity,
including, without limitation, an insurance company general account.
(g) The Transferor and the Servicer will facilitate any
transfer of the Excess Collateral consistent with the requirements of this
Section 11, including assisting in the determination as to whether the number of
Targeted Holders would exceed ninety-nine.
SECTION 12. Compliance with Withholding Requirements.
-----------------------------------------
Notwithstanding any other provision of the Agreement, the Trustee and any Paying
Agent shall comply with all Federal withholding requirements with respect to
payments to the Excess Collateral Holders 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
Excess Collateral Holders 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 Excess Collateral Holders pursuant to federal withholding requirements, the
Trustee or the Paying Agent shall indicate to such Excess Collateral Holders the
amount withheld and all such amounts shall be deemed to have been paid to such
Excess Collateral Holder and the Excess Collateral Holders shall have no claim
therefor.
SECTION 13. Tax Characterization of the Excess Collateral. It
----------------------------------------------
is the intention of the parties hereto that the provisions of Section 3.07 of
the Agreement shall not apply to cause the Excess Collateral to be treated as
debt for Federal, state and local income and franchise tax purposes, but rather
it is the intention of the parties hereto that Excess Collateral be treated for
Federal, state and local income and franchise tax purposes as an equity interest
in the assets of the Trust. In the event that the Excess Collateral is not so
treated, it is the intention of the parties that the Excess Collateral be
treated as an interest in a partnership that owns the Receivables.
68
<PAGE> 73
SECTION 14. ERISA Legend. Each Class B Certificate will bear a
-------------
legend or legends substantially in the following form:
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF
FIRST USA BANK, N.A. AND THE TRUSTEE THAT SUCH PURCHASER IS NOT (I) AN
EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS
SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN
SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE"), (III) A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY OR
(V) A PERSON INVESTING "PLAN ASSETS" OF ANY SUCH PLAN (INCLUDING FOR
PURPOSES OF CLAUSES (IV) AND (V) ANY INSURANCE COMPANY GENERAL ACCOUNT,
BUT EXCLUDING ANY ENTITY REGISTERED UNDER THE INVESTMENT COMPANY ACT OF
1940, AS AMENDED).
Each Certificate Owner by virtue of its beneficial interest in
the Class B Certificates shall be deemed to have made the representations and
warranties stated in such legend.
SECTION 15. Amendment and Ratification of Agreement. As
----------------------------------------
supplemented by this Series Supplement, the Agreement is in all respects
ratified and confirmed and the Agreement as so supplemented by this Series
Supplement shall be read, taken, and construed as one and the same instrument.
Subsection 12.01(c) of the Agreement is hereby amended by substituting in the
second sentence thereof in place of the words "and pay the proceeds to all
Certificateholders of such Series . . ." the following: "and pay the proceeds to
the Investor Certificateholders of such Series . . ."
SECTION 16. Counterparts. This Series Supplement may be
-------------
executed in any number of counterparts, each of which so executed shall be
deemed to be an original,
69
<PAGE> 74
but all of such counterparts shall together constitute but one and the same
instrument.
SECTION 17. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE
--------------
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
SECTION 18. Additional Representations and Warranties of the
-------------------------------------------------
Servicer. First USA Bank, N.A., 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).
SECTION 19. Appointment of co-Paying Agent, co-Transfer Agent
-------------------------------------------------
and co-Registrar. BDL is appointed as co-paying agent and as co-transfer agent
- -----------------
and co-registrar in Luxembourg with respect to the Class A Certificates and the
Class B Certificates, for so long as either the Class A Certificates or the
Class B Certificates are listed on the Luxembourg Stock Exchange. Any reference
in this
70
<PAGE> 75
Series Supplement to the Paying Agent or the Transfer Agent and Registrar shall
be deemed to include BDL as co-paying agent or co-transfer agent and
co-registrar, as the case may be, unless the context requires otherwise.
71
<PAGE> 76
IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this Series 1998-8 Supplement to be duly executed by their
respective officers as of the day and year first above written.
FIRST USA BANK, N.A.,
Transferor and Servicer
By: /s/ REBEKAH A. SAYERS
-------------------------------
Name: Rebekah A. Sayers
Title: Vice President
THE BANK OF NEW YORK (DELAWARE),
Trustee
By: /s/ REYNE A. MACADAEG
-------------------------------
Name: Reyne A. Macadaeg
Title: Assistant Vice President
<PAGE> 77
EXHIBIT A
UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
No. R-1
$-----------
Series Termination
Date: May 18, 2008 CUSIP NO. 337435DQ1
FIRST USA CREDIT CARD MASTER TRUST CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1998-8
Evidencing an undivided interest in a trust, the corpus of which consists of
receivables generated from time to time in the ordinary course of business in a
portfolio of VISA(R) and MasterCard(R)* credit card accounts generated or to be
generated by First USA Bank, N.A. (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank, N.A., 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 (Dela-
- ----------------
* VISA(R) and MasterCard(R) are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
<PAGE> 78
ware), as trustee (the "Trustee") of the Trust (the "Agreement"; such term to
include any Supplement or amendment thereto) as supplemented by the Series
1998-8 Supplement (the "Series 1998-8 Supplement"), dated as of September 17,
1998, 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 1998-8 Supplement) and
all other assets and interests constituting the Trust and all proceeds of the
foregoing.
Although a summary of certain
provisions of the Agreement is set forth below, this Class A Certificate does
not purport to summarize the Agreement and reference is made to the Agreement
for information with respect to the interests, rights, benefits, obligations,
proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee. A copy of the Agreement may be requested from the Trustee by
writing to the Trustee at The Bank of New York (Delaware), White Clay Center,
Route 273, Newark, Delaware, 19711, Attention: Bond Administration. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to them in the Agreement. This Certificate is one of a Series of
Certificates entitled "First USA Credit Card Master Trust Class A Floating Rate
Asset Backed Certificates, Series 1998-8" (the "Class A Certificates"), each of
which represents a fractional undivided interest in the Trust, and is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Class A
Certificate and terms specified in the Agreement, the terms of the Agreement
shall govern.
The Transferor has structured
the Agreement, the Class A Certificates and the First USA Credit Card Master
Trust Class B Floating Rate Asset Backed
<PAGE> 79
Certificates, Series 1998-8 (the "Class B Certificates") with the intention that
the Class A Certificates and the 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
Excess Collateral, Series 1998-8 (the "Excess Collateral") (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 Excess Collateral, 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 Excess Collateral (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.
The Class A Initial Invested
Amount is $500,000,000. The Class A Invested Amount for any monthly Distribution
Date will be an amount equal to $500,000,000, minus the aggregate amount of
-----
principal payments made to the Class A Certificateholders prior to such
Distribution Date and minus the excess, if any, of the aggregate amount of
-----
Class A Investor Charge-Offs over the Class A Investor Charge-Offs reimbursed
prior to such date.
The Class A Certificates will
bear interest at the rate of 5.73203% per annum on the Class A Initial Invested
Amount from September 17, 1998 through October 18, 1998, and for each Interest
Period thereafter, the Class A Certificates will bear interest at a per annum
<PAGE> 80
rate of 0.15% 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 October 19, 1998, and on the eighteenth 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 Scheduled Series 1998-8 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 October 19, 1998 and on each
Distribution Date thereafter until the Scheduled Series 1998-8 Termination Date.
Interest will be payable monthly on each Distribution Date to the Class A
Certificateholders of record as of the related Record Date. The Record Date with
respect to any Distribution Date shall be the last day of the calendar month
preceding such Distribution Date.
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 Excess Collateral
Floating Allocation Percentage of
<PAGE> 81
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 Scheduled Series 1998-8 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
<PAGE> 82
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 Excess Collateral Adjusted 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
Excess Collateral Holders on the Excess Collateral 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 Excess Collateral Monthly Principal on a Transfer Date will generally be
treated as Excess Principal Collections.
Upon written notice to the
Trustee and satisfaction of certain conditions, the Servicer may elect to
postpone the commencement of the Accumulation Period, and extend the length of
the Revolving Period.
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 September 2005 Distribution
Date (the "Class A Scheduled Payment Date"). If the aggregate principal amount
of deposits made to the Principal Funding Account are insufficient to pay in
full the Class A Invested Amount on the Class A Scheduled Payment Date the Rapid
Amortization Period will commence and on each Distribution Date thereafter until
the Class A Invested Amount is paid in full, the Class A Certificateholders will
receive distributions of Class A Monthly Principal and Class A Monthly Interest.
If 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
<PAGE> 83
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 Excess Collateral Amount
have been paid in full and (ii) the Scheduled Series 1998-8 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 Excess Collateral Holders, 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 May 18,
2008 (or if such day is not a Business Day, the next succeeding Business Day)
(the "Scheduled Series 1998-8 Termination Date"). After the Scheduled Series
1998-8 Termination Date, neither the Trust nor the Transferor will have any
further obligation to distribute principal or interest on the Class A
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
<PAGE> 84
A Certificates are exchangeable for new Class A Certificates evidencing like
aggregate Undivided Interests, as requested by the Class A Certificateholder
surrendering such Class A Certificates. No service charge may be imposed for any
such exchange but the Transferor, Servicer, or Transfer Agent and Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.
The Transferor, the Servicer,
the Trustee, the Paying Agent and the Transfer Agent and Registrar, and any
agent of any of them, may treat the person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Transferor, the
Servicer, the Trustee, the Paying Agent and the Transfer Agent and Registrar,
nor any agent of any of them or of any such agent, shall be affected by notice
to the contrary except in certain circumstances described in the Agreement.
The Agreement and any
Supplement may be amended by the Transferor, the Servicer and the Trustee,
without the consent of certificateholders of any Series then outstanding for any
purpose, provided that (i) the Transferor shall deliver an opinion of counsel
--------
acceptable to the Trustee to the effect that such amendment will not adversely
affect in any material respect the interest of such certificateholders, and
(ii) such amendment will not result in a withdrawal or reduction of the rating
of any outstanding Series.
The Agreement and the Series
1998-8 Supplement may be amended by the Transferor, the Servicer and the Trustee
with the consent of the holders of certificates evidencing undivided interests
aggregating not less than 66-2/3% of the investor interests of all Series
adversely affected, for the purpose of adding any provisions to, changing in any
manner or eliminating any of the provisions of the Agreement or the Series
1998-8 Supplement or of modifying in any manner the rights of certificateholders
of any then outstanding Series. No such amendment, however, may (a) reduce in
any manner the amount of, or delay the timing of, distributions required to be
made on any such Series, (b) change the definition of or the manner of
calculating the interest of any certificateholder of such Series, or (c) reduce
the aforesaid percentage of undivided interests the holders of which are
required to consent to any such amendment, in each case without the consent of
all
<PAGE> 85
certificateholders of all Series adversely affected. Promptly following the
execution of any amendment to the Agreement, the Trustee will furnish written
notice of the substance of such amendment to each Class A Certificateholder.
<PAGE> 86
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 17th day of
September, 1998.
FIRST USA BANK, N.A.
By:
------------------------
Name: Rebekah A. Sayers
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: September 17, 1998
By:
------------------------
Name: Reyne A. Macadaeg
Title: Vice President
<PAGE> 87
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 (INCLUDING FOR
PURPOSES OF CLAUSES (IV) AND (V) ANY INSURANCE COMPANY GENERAL ACCOUNT, BUT
EXCLUDING ANY ENTITY REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED).
No. R-1 $___________
Series Termination
Date: May 18, 2008 CUSIP NO. 337435DR9
FIRST USA CREDIT CARD MASTER TRUST CLASS B FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1998-8
Evidencing an undivided interest in a trust, the corpus of which consists of
receivables generated from time to
<PAGE> 88
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, N.A. (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank, N.A., 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
supplemented by the Series 1998-8 Supplement (the "Series 1998-8 Supplement"),
dated as of September 17, 1998, 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
1998-8 Supplement) and all other assets and interests constituting the Trust and
all proceeds of the foregoing.
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
- ---------------
* VISA(R) and MasterCard(R) are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
B-2
<PAGE> 89
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 1998-8" (the "Class B Certificates"), each of which represents a
fractional undivided interest in the Trust, and is issued under and is subject
to the terms, provisions and conditions of the Agreement, to which Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Class B Certificate and terms specified
in the Agreement, the terms of the Agreement shall govern.
The Transferor has structured
the Agreement, the Class B Certificates and the First USA Credit Card Master
Trust Class A Floating Rate Asset Backed Certificates, Series 1998-8 (the "Class
A Certificates") with the intention that the Class A Certificates and the Class
B Certificates will qualify under applicable tax law as indebtedness, and the
Transferor and each holder of a Class B Certificate (a "Class B
Certificateholder") or any interest therein, by acceptance of its Class B
Certificate or any interest therein, agrees to treat the Class B Certificates
for purposes of federal, state, local and foreign income or franchise taxes and
any other tax imposed on or measured by income, as indebtedness.
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
Excess Collateral, Series 1998-8 (the "Excess Collateral Holders") (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 Excess Collateral, the Exchangeable Transferor Cer-
B-3
<PAGE> 90
tificate 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 Excess
Collateral (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.
The Class B Initial Invested
Amount is $45,180,000. The Class B Invested Amount for any monthly Distribution
Date will be an amount equal to (i) $45,180,000, minus (ii) the aggregate amount
-----
of principal payments made to the Class B Certificateholders prior to such
Distribution Date, minus (iii) the aggregate amount of Class B Investor
-----
Charge-Offs for all prior Distribution Dates, minus (iv) the aggregate amount of
-----
Reallocated Class B Principal Collections for which the Excess Collateral 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).
The Class B Certificates will
bear interest at the rate of 5.99203% per annum on the Class B Initial Invested
Amount from September 17, 1998 through October 18, 1998 and for each Interest
Period thereafter, the Class B Certificates will bear interest at a per annum
rate of 0.41% 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 October 19, 1998, and on the eighteenth 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
B-4
<PAGE> 91
the Scheduled Series 1998-8 Termination Date (each such date a "Distribution
Date"), in an amount equal to the product of (a) the actual number of days in
the related Interest Period divided by 360, (b) the Class B Certificate Rate and
(c) the Class B Outstanding Principal Balance on the last day of the Monthly
Period immediately preceding such Distribution Date. Interest for a Distribution
Date will accrue from and including the previous Distribution Date (or in the
case of the first Distribution Date, from and including the Closing Date), to,
and including, the day immediately preceding the current Distribution Date.
Interest payments will be made from Collections of Finance Charge Receivables
and, in certain circumstances, from Reallocated Principal Collections on October
19, 1998 and on each Distribution Date thereafter until the Scheduled Series
1998-8 Termination Date. Interest will be payable monthly on each Distribution
Date to the Class B Certificateholders of record as of the related Record Date.
The Record Date with respect to any Distribution Date shall be the last day of
the calendar month preceding such Distribution Date.
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 Excess Collateral
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
B-5
<PAGE> 92
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 Scheduled Series 1998-8 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
B-6
<PAGE> 93
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
Excess Collateral Adjusted 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 Excess Collateral
Holders on the Excess Collateral 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 Excess Collateral
Monthly Principal on a Transfer Date will generally be treated as Excess
Principal Collections.
Upon written notice to the
Trustee and satisfaction of certain conditions, the Servicer may elect to
postpone the commencement of the Accumulation Period, and extend the length of
the Revolving Period.
On the September 2005
Distribution Date if the Class A Invested Amount is paid in full, Available
Investor Principal Collections and Excess Principal Collections allocable to
Series 1998-8 will be used to pay the Class B Invested Amount as described in
the Agreement. If the Available Investor Principal Collections and Excess
Principal Collections allocable to Series 1998-8 are insufficient to pay in full
the Class B Invested Amount on the September 2005 Distribution Date, the Rapid
Amortization Period will commence.
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
B-7
<PAGE> 94
A Invested Amount, the Class B Invested Amount and the Excess Collateral Amount
have been paid in full and (ii) the Scheduled Series 1998-8 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 Excess Collateral Holders, monthly on each
Distribution Date beginning with the Distribution Date in the month following
the commencement of the Rapid Amortization Period.
Principal payments on the
Class B Certificates will be, during the Accumulation Period, funded by deposits
to the Principal Funding Account or, during the Rapid Amortization Period, made
monthly, and will commence on the date (the "Class B Principal Commencement
Date") which is (a) with respect to the Accumulation Period, the first
Distribution Date on which an amount equal to the Class A Invested Amount has
been deposited in the Principal Funding Account and allocated to the Class A
Certificates or (b) with respect to the Rapid Amortization Period, the
Distribution Date on which the Class A Invested Amount has been paid in full or,
if there are no Principal Receivables allocable to the Investor Certificates
remaining after payments have been made to the Class A Certificates on such
Distribution Date, the Distribution Date following the Distribution Date on
which the Class A Invested Amount has been paid in full. 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 September 2005 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
B-8
<PAGE> 95
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 May 18,
2008 (or if such day is not a Business Day, the next succeeding Business Day)
(the "Scheduled Series 1998-8 Termination Date"). After the Series 1998-8
Termination Date, neither the Trust nor the Transferor will have any further
obligation to distribute principal or interest on the Class B 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
B-9
<PAGE> 96
treat the person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Transferor, the Servicer, the Trustee,
the Paying Agent and the Transfer Agent and Registrar, nor any agent of any of
them or of any such agent, shall be affected by notice to the contrary except in
certain circumstances described in the Agreement.
The Agreement and any
Supplement may be amended by the Transferor, the Servicer and the Trustee,
without the consent of certificateholders of any Series then outstanding for any
purpose, provided that (i) the Transferor shall deliver an opinion of counsel
--------
acceptable to the Trustee to the effect that such amendment will not adversely
affect in any material respect the interest of such certificateholders, and (ii)
such amendment will not result in a withdrawal or reduction of the rating of any
outstanding Series.
The Agreement and the Series
1998-8 Supplement may be amended by the Transferor, the Servicer and the Trustee
with the consent of the holders of certificates evidencing undivided interests
aggregating not less than 66-2/3% of the investor interests of all Series
adversely affected, for the purpose of adding any provisions to, changing in any
manner or eliminating any of the provisions of the Agreement or the Series
1998-8 Supplement or of modifying in any manner the rights of certificateholders
of any then outstanding Series. No such amendment, however, may (a) reduce in
any manner the amount of, or delay the timing of, distributions required to be
made on any such Series, (b) change the definition of or the manner of
calculating the interest of any certificateholder of such Series, or (c) reduce
the aforesaid percentage of undivided interests the holders of which are
required to consent to any such amendment, in each case without the consent of
all certificateholders of all Series adversely affected. Promptly following the
execution of any amendment to the Agreement, the Trustee will furnish written
notice of the substance of such amendment to each Class B Certificateholder.
B-10
<PAGE> 97
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 17th day of
September, 1998.
FIRST USA BANK, N.A.
By:
------------------------
Name: Rebekah A. Sayers
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: September 17, 1998
By:
------------------------
Name: Reyne A. Macadaeg
Title: Vice President
<PAGE> 98
Exhibit C
[LOGO]
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 Agent]
First USA Bank
--------------------------------------------------
[Name of Issuer]
The Bank of New York (Delaware)
--------------------------------------------------
[Name of Agent]
September 17, 1998
------------------
[Date]
Attention: General Counsel's Office
THE DEPOSITORY TRUST COMPANY
55 Water Street; 49th Floor
New York, NY 10041-0099
Re: $500,000,000 Class A Floating Rate Asset Backed Certificates,
-------------------------------------------------------------------
Series 1998-8; $45,180,000 Class B Floating Rate Asset
-------------------------------------------------------------------
Backed Certificates, Series 1998-8
-------------------------------------------------------------------
[Issue Description]
Ladies and Gentlemen:
This letter sets forth our understanding with respect to certain matters
relating to the above-referenced issue (the "Securities"). Agent will act as
trustee, paying agent, fiscal agent, or other such agent of Issuer with respect
to the Securities pursuant to a trust indenture, trust agreement, or other such
document dated as of September 1, 1992* (the "Document"). Credit Suisse First
------------------ -------------------
Boston Corporation* is distributing the Securities through The Depository Trust
- -------------------
Company ("DTC").
To induce DTC to accept the Securities as eligible for deposit at DTC, and
to act in accordance with its Rules with respect to the Securities, Issuer and
Agent make the following representations to DTC:
1. Prior to closing on the Securities on September 17, 1998, there shall be
------------------
deposited with DTC one Security certificate registered in the name of DTC's
nominee, Cede & Co., for each
* As supplemented as of September 17, 1998
<PAGE> 99
stated maturity of the Securities in the face amounts set forth on Schedule A
hereto, the total of which represents 100% of the principal amounts 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. Issuer: (a) understands that DTC has no obligations to, and will not,
communicate to its Participants or to any person having an interest in the
Securities any information contained in the Security certificate(s); 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.
3. In the event of any solicitation of consents from or voting by holders
of the Securities, Issuer or Agent shall establish a record date for such
purposes (with no provisions 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 5.
4. In the event of a full or partial redemption, Issuer or Agent 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 Agent
shall forward such notice either in a separate secure transmission for each
CUSIP number or in a secure transmission for multiple CUSIP numbers (if
applicable) which includes a manifest or list of each CUSIP number submitted in
that transmission. (The party sending such notice shall have a method to verify
subsequently the use of such means and the timeliness of such notice.) The
Publication Date shall be not less than 30 days nor more than 60 days prior to
the redemption date or, in the case of an advance refunding, the date that the
proceeds are deposited in escrow. Notices to DTC pursuant to this Paragraph by
telecopy shall be sent to DTC's Call Notification Department at (516) 227-4039
or (516) 227-4190. If the party sending the notice does not receive a telecopy
receipt from DTC confirming that the notice has been received, such party shall
telephone (516) 227-4070. Notices to DTC pursuant to this Paragraph by mail or
by any other means shall be sent to:
Manager; Call Notification Department
The Depository Trust Company
711 Stewart Avenue
Garden City, NY 11530-4719
<PAGE> 100
5. In the event of an invitation to tender the Securities (including
mandatory tenders, exchanges, and capital changes), notice by Issuer or Agent 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 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
6. All notices and payment advices sent to DTC shall contain the CUSIP
number of the Securities.
7. Issuer or Agent shall send DTC written notice with respect to the
dollar amount per $1,000 original face value (or other minimum authorized
denomination if less than $1,000 face value) payable on each payment date
allocated as to the interest and principal portions thereof preferably 5, but
not less than 2, business days prior to such payment date. Such notices, which
shall also contain the current pool factor, any special adjustments to
principal/interest rates (e.g., adjustments due to deferred interest or
shortfall), and Agent 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
8. [Note: ISSUER MUST REPRESENT ONE OF THE FOLLOWING, AND CROSS OUT THE
OTHER:] [The interest accrual period is payment date to payment date.]
9. Issuer or Agent shall provide a written notice of interest payment
information to a standard interest announcement service subscribed to by DTC as
soon as the information is available. In the unlikely event that no such
service exists, Issuer or Agent shall provide such notice directly to DTC
electronically, as previously arranged by Issuer or Agent and DTC, as soon as
the information is available. If electronic transmission is not available,
absent any other arrangements between Issuer or Agent and DTC, such information
should be sent by telecopy to DTC's Dividend Department at (212) 709-1723 or
(212) 709-1686, and receipt for 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
<PAGE> 101
10. Issuer or Agent shall provide CUSIP numbers for each issue for which
payment is being sent, as well as the dollar and cent amount of the payment for
each issue to DTC, no later than noon (Eastern Time) on the payment date.
11. 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. Absent any other arrangements between
Issuer or Agent and DTC, such funds shall be wired as follows:
The Chase Manhattan Bank
ABA # 021 000 021
For credit to a/c Cede & Co.
c/o The Depository Trust Company
Dividend Deposit Account # 066-026776
12. Maturity and redemption payments allocated with respect to each CUSIP
number 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 the
payment date. Absent any other arrangements between Issuer or Agent and DTC,
such funds shall be wired as follows:
The Chase Manhattan Bank
ABA # 021 000 021
For credit to a/c Cede & Co.
c/o The Depository Trust Company
Redemption Deposit Account # 066-027306
13. Principal payments (plus accrued interest, if any) as the result of
optional tenders for purchase effected by means of DTC's Repayment Option
Procedures 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
the first payment date. Absent any other arrangements between Issuer or Agent
and DTC, such funds shall be wired as follows:
The Chase Manhattan Bank
ABA # 021 000 021
For credit to a/c Cede & Co.
c/o The Depository Trust Company
Reorganization Deposit Account # 066-027608
14. DTC may direct Issuer or Agent to use any other number or address as
the number or address to which notices or payments of interest or principal may
be sent.
15. In the event of a redemption, acceleration, or any other similar
transaction (e.g., tender made and accepted in response to Issuer's or Agent'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 Agent 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 Agent prior to payment, if required.
16. In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certificated Securities, Issuer or Agent
shall notify DTC of the availability of certificates. In
<PAGE> 102
such event, Issuer or Agent shall issue, transfer, and exchange certificates in
appropriate amounts, as required by DTC and others.
17. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to
Issuer or Agent (at which time DTC will confirm with Issuer or Agent the
aggregate principal amount of Securities outstanding). Under such
circumstances, at DTC's request Issuer and Agent shall cooperate fully with DTC
by taking appropriate action to make available one or more separate certificates
evidencing Securities to any DTC Participant having Securities credited to its
DTC accounts.
18. Nothing herein shall be deemed to require Agent to advance funds on
behalf of Issuer.
19. This Letter of Representations may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts together shall constitute but one and the same
instrument.
20. This Letter of Representations is governed by, and shall be construed
in accordance with, the laws of the State of New York.
21. The following riders, attached hereto, are hereby incorporated into
this Letter of Representations:
Rider 5A, Rider 1, Rider 2, Rider 3.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Notes: Very truly yours,
- ------
<S> <C>
A. If there is an Agent (as defined in this Letter of
Representations), Agent as well as Issuer must sign this
Letter. If there is no Agent, in signing this Letter Issuer
itself undertakes to perform all of the obligations set
forth herein. First USA Bank, N.A.
----------------------------------------------------
B. Schedule B contains statements that DTC believes (Issuer)
accurately describe DTC, the method of effecting book-
entry transfers of securities distributed through DTC, By: /s/ REBEKAH A. SAYERS
and certain related matters. ----------------------------------------------------
(Authorized Officer's Signature)
The Bank of New York
----------------------------------------------------
(Agent)
By: /s/ REYNE A. MACADAEG
----------------------------------------------------
(Authorized Officer's Signature)
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
By: /s/ RICHARD B. NESSIN
------------------------------------------------
</TABLE>
CC: Underwriter
Underwriter's Counsel
<PAGE> 103
SCHEDULE A
----------
(Describe Issue)
First USA Credit Card Master Trust
$500,000,000 Class A Floating Rate Asset Backed
Certificates, Series 1998-8
$45,180,000 Class B Floating Rate Asset Backed
Certificates, Series 1998-8
<TABLE>
<CAPTION>
CUSIP Principal Amount Maturity Date Interest Rate
----- ---------------- ------------- -------------
<S> <C> <C> <C>
337435DQ1 $200,000,000 May 18, 2008 0.15% above LIBOR
337435DQ1 $200,000,000 May 18, 2008 0.15% above LIBOR
337435DQ1 $100,000,000 May 18, 2008 0.15% above LIBOR
337435DR9 $ 45,180,000 May 18, 2008 0.41% above LIBOR
</TABLE>
<PAGE> 104
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 DTC. 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.]
<PAGE> 105
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 Cede
& Co., as nominee of DTC. DTC's practice is to credit Direct Participants'
accounts, upon DTC's receipt of funds and corresponding detail information from
Issuer or Agent, on payable date in accordance with their respective holdings
shown on DTC's records. 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, Agent, or Issuer, subject to any statutory or regulatory requirements as
may be in effect from time to time. Payment of principal and interest to Cede &
Co. is the responsibility of Issuer or Agent, 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 Agent [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 Agent [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 Agent [or Tender/Remarketing
Agent's] DTC account.]
10. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to
Issuer or Agent. Under such circumstances, in the event that a successor
securities depository is not obtained, Security certificates are required to
be printed and delivered.
11. Issuer may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
Security certificates will be printed and delivered.
12. The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that Issuer believes to be reliable, but
Issuer takes no responsibility for the accuracy thereof.
<PAGE> 106
Rider 5A
- --------
19. The terms "trust indenture" and "Indenture" are hereby replaced wherever
they appear in the Letter of Representations with the term "Pooling and
Servicing Agreement."
20. The term "Securities" is hereby replaced wherever it appears in the Letter
of Representations with the term "Certificates."
21. The attached rider amending the Letter of Representations is deemed to be a
part of this Letter of Representations.
22. The attached DWAC rider is deemed to be a part of this Letter of
Representations.
<PAGE> 107
RIDER 1
-------
[LOGO]
RIDER AMENDING DTC LETTER OF REPRESENTATIONS -- BEO COLLATERALIZED MORTGAGE
---------------------------------------------------------------------------
OBLIGATIONS (CMO) WITHOUT OWNER OPTION TO REDEEM/OTHER ASSET-BACKED SECURITIES
------------------------------------------------------------------------------
/AND PASS-THROUGH CERTIFICATES
------------------------------
As of March 9, 1998, DTC's Reorganization Department relocated and prior to
that, DTC's Dividend Department relocated to the 55 Water Street location.
Following are the new addresses and related telephone and facsimile numbers
referenced in the Letter of Representations.
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 3 OF THE LETTER OF REPRESENTATIONS:
Old Telecopier Numbers Current Telecopier Numbers
(212) 709-6896 and (212) 709-6897 (212) 855-5181 and (212) 855-5182
The confirmation number (212) 709-6870 is now (212) 855-5202.
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 5 OF THE LETTER OF REPRESENTATIONS:
Old Telecopier Numbers Current Telecopier Number
(212) 709-1093 and (212) 709-1094 (212) 855-5278
The confirmation number (212) 709-6884 is now (212) 855-5280.
The new address is Manager; Reorganization Department
Reorganization Window
The Depository Trust Company
55 Water Street 50th Floor
New York, NY 10041-0099
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 7 OF THE LETTER OF REPRESENTATIONS:
Old Telecopier Number Current Telecopier Number
(212) 709-1723 (212) 855-4555
The new address is Manager; Announcements
Dividend Department
The Depository Trust Company
55 Water Street 25th Floor
New York, NY 10041-0099
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 9 OF THE LETTER OF REPRESENTATIONS:
Old Telecopier Numbers Current Telecopier Numbers
(212) 709-1723 and (212) 709-1686 (212) 855-4555 and (212) 855-4556
<PAGE> 108
The new address for this Paragraph 9 is the same as that listed above,
referenced in Paragraph 7.
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 10 OF THE LETTER OF REPRESENTATIONS:
Such information shall be conveyed by automated notification. If the
circumstances prevent the funds paid to Cede & Co., as nominee of DTC, by 2:30
p.m. ET from equaling the dollar amount associated with detail payments by
12:00 noon ET Issuer or Agent must provide CUSIP-level reconciliation to DTC no
later than 2:30 ET. Reconciliation can be provided by automated means or
written format.
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 11 OF THE LETTER OF REPRESENTATIONS:
To facilitate the payment standards, Issuer is required to remit free funds to
Agent by 1:00 p.m. ET on each payment date, or at such earlier time as required
by Agent to guarantee timely credit to the Dividend Deposit Account of Cede &
Co.
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 12 OF THE LETTER OF REPRESENTATIONS:
To facilitate the payment standards, Issuer is required to remit free funds to
Agent by 1:00 p.m. ET on each payment date, or at such earlier time as required
by Agent to guarantee timely credit to the Redemption Deposit Account of Cede &
Co. Issuer or Agent shall deliver Cusip-level detail regarding such payments to
DTC no later than 2:30 p.m. ET on each payment date.
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 13 OF THE LETTER OF REPRESENTATIONS:
To facilitate the payment standards, Issuer is required to remit free funds to
Agent by 1:00 p.m. ET on each payment date, or at such earlier time as required
by Agent to guarantee timely credit to the Reorganization Deposit Account of
Cede & Co. Issuer or Agent shall deliver Cusip-level detail regarding such
payments to DTC no later than 2:30 p.m. ET on each payment date.
<PAGE> 109
RIDER 2
-------
[LOGO]
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, at or 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> 110
RIDER 3
-------
[LOGO]
REPRESENTATIONS FOR ERISA-RESTRICTED SECURITIES
TO BE INCLUDED IN DTC LETTER OF REPRESENTATIONS
-----------------------------------------------
Issuer and Agent recognize that DTC does not in any way undertake to, and
shall not have any responsibility to, monitor or ascertain whether a transfer
of Securities could give rise to a transaction prohibited or not otherwise
permissible under the Employee Retirement Income Security Act of 1974 or under
Section 4975 of the Internal Revenue Code of 1986. Issuer and Agent acknowledge
that: a) so long as Cede & Co. is the sole record owner of the Securities, it
shall be entitled to all voting rights in respect thereof and to receive the
full amount of all principal, premium, if any, and interest payable with
respect thereto; and b) DTC shall treat any DTC Participant having Securities
credited to its DTC accounts as entitled to the full benefits of ownership of
such Securities even if the crediting of such Securities to the DTC accounts of
such Participant results from transfers or failures to transfer in violation of
such laws. (The treatment by DTC of the effects of the crediting by it of
Securities to the accounts of DTC Participants shall not affect the rights of
Issuer or purchasers, sellers, or holders of Securities against any DTC
Participant.)
<PAGE> 111
EXHIBIT D
MONTHLY ALLOCATIONS AND PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
FIRST USA BANK, N.A.
------------------------------------------------
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1998-8
------------------------------------------------
Monthly Period:
Distribution Date:
Transfer Date:
The undersigned, a duly authorized representative of First USA Bank, N.A. (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
1998-8 Supplement, dated September 17, 1998 (the "Supplement"), by and between
the Bank and The Bank of New York (Delaware), as Trustee (the "Trustee"), does
hereby certify as follows:
1.051 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.
1.052 The Bank is Servicer under the Pooling and Servicing Agreement.
1.053 The undersigned is a Servicing Officer.
1.054 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
D-1
<PAGE> 112
in respect of the following amounts and (ii) to apply the proceeds of
such withdrawal in accordance with Section 4.05:
<TABLE>
<S> <C> <C>
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 subsection 4.09(a)(i):
----------------------------------
1. Interest to be paid to Certificateholders at the
Certificate Rate for the Interest Period on the
Outstanding Principal Balance (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, N.A., 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 Section 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
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)
</TABLE>
D-2
<PAGE> 113
<TABLE>
<S> <C> <C>
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, N.A., is no longer Servicer
--------------
D. Pursuant to subsection 4.09(b)(iii):
------------------------------------
Amount constituting Excess Finance Charge Collections
distributed per Section 4.13
==============
3. A. Excess Collateral Finance Charge Allocations
Principal Funding Investment Proceeds N/A
Reserve Account Withdrawals N/A
--------------
Total Excess Collateral Available Funds
B. Pursuant to subsection 4.09(c)(i):
----------------------------------
Excess Collateral Monthly Servicing Fee for the preceding
Monthly Period if First USA Bank, N.A., is no longer Servicer
--------------
C. Pursuant to subsections 4.09(c)(ii):
------------------------------------
Amount constituting Excess Finance Charge Collections
to be distributed per Section 4.13
==============
4. A. Pursuant to subsections 4.09(a)(iv), 4.09(b)(iii) and
-----------------------------------------------------
4.09(c)(ii):
------------
Amount constituting Excess Finance Charge Collections
to be distributed per Section 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:
</TABLE>
D-3
<PAGE> 114
A. Pursuant to subsection 4.13(a):
-------------------------------
The Class A Required Amount applied in accordance with
subsection 4.09(a)
B. Pursuant to subsection 4.13(b):
-------------------------------
Amount of Class A Investor Charge-Offs
not previously reimbursed
C. Pursuant to subsection 4.13(c):
-------------------------------
Amount equal to unpaid Class B Monthly Interest Due
on the Class B Outstanding Principal Balance
D. Pursuant to subsection 4.13(d):
-------------------------------
Class B Investor Default Amount for the preceding
Monthly Period
E. Pursuant to subsection 4.13(e):
-------------------------------
Reimbursement of Class B Invested Amount which has been
reduced for reasons other than principal payments
F. Pursuant to subsection 4.13(f):
-------------------------------
1. Excess Collateral Monthly Interest for the preceding
Interest Period on the aggregate outstanding
principal balance of the Excess Collateral
(Actual/360)
2. Overdue Interest
3. Excess Collateral Default Amount
G. Pursuant to subsection 4.13(g):
-------------------------------
Unpaid Investor Monthly Servicing Fee for the preceding
Monthly Period to be paid to First USA Bank, N.A.
D-4
<PAGE> 115
<TABLE>
<S> <C> <C>
H. Pursuant to subsection 4.13(h):
-------------------------------
Excess Collateral Default Amount for the preceding
Monthly Period
I. Pursuant to subsection 4.13(i):
-------------------------------
Reimbursement of Excess Collateral 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 paid to Excess Collateral Holders
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 Investor Default Amount (during Accumulation
Period)
Class A Investor Charge-Offs (during Accumulation
Period)
Total Class A Monthly Principal
--------------
2. Class B Principal Collections
Class B Investor Default Amount (during Accumulation
Period)
Class B Investor Charge-Offs (during Accumulation
Period)
Total Class B Monthly Principal
--------------
3. Excess Collateral Principal Collections
Excess Collateral Default Amt (during Accumulation
Period)
Excess Collateral Charge-Offs (during Accumulation
Period)
--------------
</TABLE>
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<PAGE> 116
<TABLE>
<S> <C> <C>
Total Excess Collateral Monthly Principal
--------------
4. Excess Principal Collections (other series)
Total Principal Collections
==============
B. Allocation of Principal Collections
-----------------------------------
1. Amount of Excess Collateral 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 Excess Collateral Holders
7. Payment of principal to Principal Funding Account
8. Amount returned to Bank
--------------
Total Principal Allocations
==============
</TABLE>
D-6
<PAGE> 117
<TABLE>
<S> <C> <C>
IV. TRUSTEE DISBURSEMENT SUMMARY
----------------------------
(1) Investor Monthly Servicing Fee paid to First USA Bank, N.A.
(2) Total Default Amounts paid to First USA Bank, N.A.
(3) Monthly Principal Collections to First USA Bank, N.A.
--------------
Total to First USA Bank
(4) Deposit to Reserve Account
(5) Interest payment to Class A Certificateholders (DTC)
(6) Interest payment to Class B Certificateholders (DTC)
(7) Interest payment to Excess Collateral Holders
(8) Certificate Principal to Principal Funding Account
(9) Principal to Certificateholders (DTC)
(10) Investor Principal Collections to other Series
(11) Monthly Principal Payment to Excess Collateral Holders
(12) Excess Spread paid to Excess Collateral Holders
Total Disbursements
==============
Total Class A, B and Excess Collateral funds to be allocated
==============
</TABLE>
----------------------------
D-7
<PAGE> 118
EXHIBIT E
MONTHLY CERTIFICATEHOLDERS' STATEMENT
FIRST USA BANK, N.A.
------------------------------------------------
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1998-8
------------------------------------------------
Monthly Period:
Distribution Date:
Transfer Date:
Under Section 5.02 of the Pooling and Servicing Agreement dated as of
September 1, 1992 (the "Pooling and Servicing Agreement") by and between First
USA Bank, N.A. (the "Bank") and The Bank of New York (Delaware), as trustee (the
"Trustee") the Bank, as Servicer, is required to prepare certain information
each month regarding current distributions to Certificateholders and the
performance of the First USA Credit Card Master Trust (the "Trust") during the
previous month. The information which is required to be prepared with respect to
the Distribution Date noted above and with respect to the performance of the
Trust during the month noted above is set forth below. Certain information is
presented on the basis of an original principal amount of $1,000 per Series
1998-8 Certificate (a "Certificate"). Certain other information is presented
based on the aggregate amount for the Trust as a whole. Capitalized terms used
in this Monthly Certificateholders' Statement have their respective meanings set
forth in the Pooling and Servicing Agreement.
1. Information Regarding the Current Monthly Distribution.
-------------------------------------------------------
A. The total amount of the distribution to
Certificateholders on the Distribution Date per
$1,000 original certificate principal amount
Class A
Class B
Excess Collateral Amt.
E-1
<PAGE> 119
B. The amount of the distribution
in respect of interest on the Certificates,
per $1,000 original certificate principal amount
Class A
Class B
Excess Collateral Amt.
C. The amount of the distribution
in respect of principal on the Certificates, per
$1,000 original certificate principal amount
Class A
Class B
Excess Collateral Amt.
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
<TABLE>
<S> <C>
Class A
Class B
Excess Collateral Amt.
--------------
Total
==============
</TABLE>
B. Allocation of Finance Charge Receivables.
-----------------------------------------
(a) The aggregate amount of Allocations of Finance
Charge Receivables processed during the Monthly
Period which were allocated in respect of the
Certificates
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<PAGE> 120
<TABLE>
<S> <C> <C>
Class A
Class B
Excess Collateral 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
==============
(d) Principal Funding Investment Proceeds (to Class B) N/A
--------------
(e) Withdrawals from Reserve Account (to Class B) N/A
--------------
Class B Available Funds
==============
(f) Principal Funding Investment Proceeds (to Excess Collateral) N/A
--------------
(g) Withdrawals from Reserve Account (to Excess Collateral) N/A
--------------
Excess Collateral Available Funds
==============
(h) Total Principal Funding Investment Proceeds
(i) Earnings on Reserve Account deposits
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
Excess Collateral Amt.
------------------------------------------
Total
</TABLE>
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<PAGE> 121
<TABLE>
<S> <C> <C>
(c) The Floating Allocation Percentage: The Invested
Amount set forth in paragraph 2.C.(b) above as a
percentage of the aggregate amount of Principal
Receivables set forth in paragraph 2.C.(a) above
Class A
Class B
Excess Collateral 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
Excess Collateral Amt. N/A
--------------
Total N/A
(e) The Fixed/Floating Allocation Percentage: The
Invested Amount set forth in paragraph 2.C.(d) above
as a percentage of the aggregate amount of Principal
Receivables set forth in paragraph 2.C.(a) above
Class A N/A
Class B N/A
Excess Collateral Amt. N/A
--------------
Total N/A
</TABLE>
E-4
<PAGE> 122
<TABLE>
<S> <C> <C>
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 or more days
--------------
Total
==============
E. Monthly Investor Default Amount.
--------------------------------
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
Excess Collateral 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 Excess Collateral Amount
Class A
Class B
Excess Collateral Amt.
--------------
Total
==============
</TABLE>
E-5
<PAGE> 123
<TABLE>
<S> <C> <C>
(b) The aggregate amount of Class A Investor Charge- Offs
reimbursed and the reimbursement of reductions in the
Class B Invested Amount and the Excess Collateral
Amount
Class A
Class B
Excess Collateral Amt.
--------------
Total
==============
G. Investor Servicing Fee.
-----------------------
The amount of the Investor Monthly Servicing Fee
payable by the Trust to the Servicer for the
Monthly Period
Class A
Class B
Excess Collateral Amt.
--------------
Total
==============
H. Reallocated Principal Collections.
----------------------------------
The amount of Reallocated Excess Collateral and Class B
Principal Collections applied in respect of Interest
Shortfalls, Investor Default Amounts or Investor
Charge-Offs for the prior month.
Class B
Excess Collateral Amt.
--------------
Total
==============
I. Excess Collateral Amount.
-------------------------
The amount of the Excess Collateral 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 Portfolio Yield.
--------------------
</TABLE>
E-6
<PAGE> 124
<TABLE>
<S> <C>
The Portfolio Yield for the related Monthly Period
K. The Base Rate.
--------------
The Base Rate for the related Monthly Period
3. Information Regarding the Principal Funding Account.
----------------------------------------------------
A. Accumulation Period
-------------------
(a) Accumulation Period Commencement Date
(b) Accumulation Period length (months)
(c) Accumulation Period Factor
(d) Required Accumulation Factor Number
(e) Controlled Accumulation Amount
(f) Minimum Payment Rate (last 12 months)
B. Principal Funding Account.
--------------------------
Beginning Balance
Plus: Principal Collections for Related Monthly Period from
Principal Account
Plus: Interest on Principal Funding Account Balance for
Related Monthly Period N/A
Less: Withdrawals to Finance Charge Account N/A
--------------
Less: Withdrawals to Distribution Account
Ending Balance
C. Accumulation Shortfall.
-----------------------
The Controlled Deposit Amount for the previous
Monthly Period N/A
</TABLE>
E-7
<PAGE> 125
<TABLE>
<S> <C>
Less: The amount deposited into the Principal Funding
Account for the Previous Monthly Period N/A
--------------
Accumulation Shortfall N/A
==============
Aggregate Accumulation Shortfalls N/A
==============
D. Principal Funding Investment Shortfall.
---------------------------------------
Covered Amount N/A
Less: Principal Funding Investment Proceeds N/A
--------------
Principal Funding Investment Shortfall N/A
4. Information Regarding the Reserve Account.
------------------------------------------
A. Required Reserve Account Analysis.
----------------------------------
(a) Required Reserve Account Amount percentage (0.5% of
Class A Invested Amount or other amount designated by
Transferor)
(b) Required Reserve Account Amount ($)
(c) Required Reserve Account Balance after effect of any
transfers on the Related Transfer Date
(d) Reserve Draw Amount transferred to the Finance
Charge Account on the Related Transfer Date
B. Reserve Account Investment Proceeds.
------------------------------------
Reserve Account Investment Proceeds transferred to the
Finance Charge Account on the Related Transfer Date N/A
</TABLE>
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<PAGE> 126
<TABLE>
<S> <C>
C. Withdrawals from the Reserve Account.
-------------------------------------
Total Withdrawals from the Reserve Account transferred
to the Finance Charge Account on the Related Transfer
Date (4.A.(d) plus 4.B. above) N/A
D. The Portfolio Adjusted Yield.
-----------------------------
The Portfolio Adjusted Yield for the related Monthly Period
</TABLE>
E-9
<PAGE> 127
EXHIBIT F
[DATE]
First USA Bank, N.A.
201 North Walnut Street
Wilmington, Delaware 19801
The Bank of New York (Delaware)
White Clay Center
Route 273
Newark, Delaware 19711
Re: Excess Collateral, Series 1998-8
--------------------------------
Ladies and Gentlemen:
In connection with our proposed purchase of $57,230,000 in principal
amount of First USA Credit Card Master Trust, Excess Collateral, Series 1998-8
(the "Excess Collateral"), we confirm that:
1. We have received such information and documentation as we deem
necessary in order to make our investment decision. We understand that such
information and documentation speaks only as of its date and that the
information contained therein 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 amended
and as supplemented by the Series 1998-8 Supplement dated as of September 17,
1998 (the "Series 1998-8 Supplement" and together with the Pooling and Servicing
Agreement, the "Pooling and Servicing Agreement"), each by and between First USA
Bank, N.A., as transferor and servicer, and The Bank of New York (Delaware)
relating to the Excess Collateral and agree to be bound by, and not reoffer,
resell, pledge or otherwise transfer (any such act, a "Transfer") the Excess
Collateral except in compliance with such restrictions and conditions including
but not limited to those in Section 11 of the Series 1998-8 Supplement.
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<PAGE> 128
3. We understand that the Excess Collateral has 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 Excess Collateral 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 or
(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).
4. We have neither acquired nor will we Transfer any Excess Collateral
we acquire (or any interest therein) or cause any Excess Collateral (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 Excess Collateral, a partnership, Subchapter S corporation or grantor
trust for United States federal income tax purposes or, if we are such a Person,
the Excess Collateral does not represent more than 50% of the value of all of
our assets.
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 Excess Collateral is effectively
connected with a such person's conduct of a trade or business within the United
States (within the meaning of the Code) or (B) an estate or trust the income of
which is includible in gross income for United States federal income tax
purposes. We agree that (a) if we are a person described in clause (A)(i) or
(A)(ii) above, we will furnish to the person from whom we are acquiring a Excess
Collateral, the Servicer and the Trustee, a properly executed U.S. Internal
Revenue Service Form W-9 and a new Form W-9, or any successor applicable form,
upon the expiration or obsolescence of any previously delivered form or (b) if
we are a person described in clause (A)(iii) above, we will
F-2
<PAGE> 129
furnish to the person from whom we are acquiring a Excess Collateral, the
Servicer and the Trustee, a properly executed U.S. Internal Revenue Service Form
4224 and a new Form 4224, or any successor applicable form, upon the expiration
or obsolescence of any previously delivered form (and, in each case, such other
certifications, representations or opinions of counsel as may be requested by
the Trustee). We recognize that if we are a tax-exempt entity, payments with
respect to the Excess Collateral may constitute unrelated business taxable
income.
7. We understand that a subsequent Transfer of the Excess Collateral
will be void if such Transfer would cause the number of Targeted Holders (as
defined in the Series 1998-8 Supplement) to exceed ninety nine.
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 and 5.
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 Excess Collateral,
and we and any account for which we are acting are each able to bear the
economic risk of our or its investment.
10. We are acquiring the Excess Collateral 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 (a) an "employee benefit plan" (as defined in
Section 3(3) of ERISA), including governmental plans and church plans, (b) a
plan described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the "Code") including individual retirement accounts and Keogh plans,
or (c) any other entity whose underlying assets include "plan assets" (as
defined in United States Department of Labor ("DOL") Regulation
Section 2510.3-101, 29 C.F.R. ss. 2510.3-101 or otherwise under ERISA) by reason
of a plan's investment in the entity, including, without limitation, an
insurance company general account.
12. We understand that any purported Transfer of any Excess Collateral
Amount in contravention of the restrictions and conditions in paragraphs 1
through 11 above (including any
F-3
<PAGE> 130
violation of the representation in paragraph 5 by an investor who continues to
hold a Excess Collateral occurring any time after the Transfer in which it
acquired such Excess Collateral) shall be null and void and the purported
transferee shall not be recognized by the Trust or any other person as an Excess
Collateral Holder for any purpose.
13. We further understand that, on any proposed resale, pledge or
transfer of any Excess Collateral, we will be required to furnish to the Trustee
and the Registrar, such certifications 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
Excess Collateral and the Pooling and Servicing Agreement pursuant to which the
Excess Collateral were issued and we agree that if we determine to Transfer any
Excess Collateral, 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 Excess Collateral 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 Excess Collateral has been duly authorized by such beneficial
purchaser of the Excess Collateral to do so.
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,
[full legal name of purchaser]
By:
---------------------------
Name:
Title:
F-4
