<PAGE>
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) MAY 21, 1998
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FIRST USA BANK
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(Exact name of registrant as specified in its charter)
(ORIGINATOR OF THE FIRST USA CREDIT CARD MASTER TRUST)
DELAWARE 333-24227 76-0039224
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or Identification Number)
organization)
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 May 21, 1998, First USA Bank (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 $1,540,966,000 of
credit card receivables. The securitization consists of First USA Credit Card
Master Trust Series 1998-1 and 1998-2.
Series 1998-1 consists of $700,000,000 Class A Floating Rate Asset Backed
Certificates, and $63,253,000 Class B Floating Rate Asset Backed Certificates,
each of which has an average life of approximately five years. Series 1998-1
also consists of $80,121,000 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 1998-2 consists of $579,000,000 Class A Floating Rate Asset Backed
Certificates, and $52,320,000 Class B Floating Rate Asset Backed Certificates,
each of which has an average life of approximately ten years. Series 1998-2
also consists of $66,272,000 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 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
1998-1 dated as of May 13, 1998, between First USA Bank and Salomon Brothers
Inc., as Representative of the Underwriters set forth herein.
99.1 Series 1998-1 Supplement, dated as of May 21, 1998, to the Pooling and
Servicing Agreement, dated as of September 1, 1992, between First USA Bank, as
Transferor and Servicer, and The Bank of New York (Delaware), as Trustee.
99.2 Series 1998-2 Supplement, dated as of May 21, 1998, to the Pooling and
Servicing Agreement, dated as of September 1, 1992, between First USA Bank, as
Transferor and Servicer, and The Bank of New York (Delaware), as Trustee.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRST USA BANK
As Servicer
By:/s/Tracie H. Klein
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Tracie H. Klein
Vice President
Date: June 8, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Page No.
- -------- --------------------------------------------------------------- -----------------
<S> <C> <C>
1.1 Underwriting Agreement of First USA Credit Card Master Trust,
Series 1998-1, dated as of May 13, 1998, between First USA
Bank and Salomon Brothers Inc., as Representative of the
Underwriters set forth therein.
99.1 Series 1998-1 Supplement, dated as of May 21, 1998, to the
Pooling and Servicing Agreement, dated as of September 1,
1992, between First USA Bank, as Transferor and Servicer, and
The Bank of New York (Delaware), as Trustee.
99.2 Series 1998-2 Supplement, dated as of May 21, 1998, to the
Pooling and Servicing Agreement, dated as of September 1,
1992, between First USA Bank, as Transferor and Srvicer, and
The Bank of New York (Delaware), as Trustee.
</TABLE>
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EXHIBIT 1.1
First USA Credit Card Master Trust
Class A Floating Rate Asset Backed Certificates,
Series 1998-1
Class B Floating Rate Asset Backed Certificates,
Series 1998-1
UNDERWRITING AGREEMENT
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May 13, 1998
Salomon Brothers Inc,
as Representative of the
Underwriters set forth herein
Seven World Trade Center, 33rd Floor
New York, New York 10048
Ladies and Gentlemen:
First USA Bank, a Delaware chartered banking corporation (the "Bank"),
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has duly authorized the issuance and sale to Salomon Brothers Inc (the
"Representative"), Banc One Capital Markets, Inc., Bear, Stearns & Co. Inc.,
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Credit Suisse First Boston Corporation, and First Chicago Capital Markets, Inc.,
as underwriters (the "Class A Underwriters") of First USA Credit Card Master
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Trust $700,000,000 aggregate principal amount of Class A Floating Rate Asset
Backed Certificates, Series 1998-1 (the "Class A Certificates") and the issuance
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and sale to Salomon Brothers Inc, as sole underwriter (the "Class B Underwriter"
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and collectively with the Class A Underwriters, the "Underwriters" and each
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individually, an "Underwriter") of First USA Credit Card Master Trust
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$63,253,000 aggregate principal amount of Class B Floating Rate Asset Backed
Certificates, Series 1998-1 (the "Class B Certificates" and, together with the
--------------------
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 1998-1 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
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(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 of the
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Trust will include, among other things, receivables (the "Receivables") arising
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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 Bank. The Bank
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represents and warrants to, and agrees with, the Underwriters as follows:
(a) The Bank has filed with the Securities and Exchange
Commission (the "Commission"), on Form S-3, a registration statement
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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
---
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 date and
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time as of which such registration statement, or the most recent post-effective
amendment thereto, if any, was declared effective by the Commission, and
"Effective Date" means
--------------
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/1/ VISA/(R)/ and MasterCard/(R)/ are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
2
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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
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Statement," and any prospectus supplement (the "Prospectus Supplement") relating
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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
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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".
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"Execution Time" shall mean the date and time that this Agreement is executed
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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
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as to the information contained in or omitted from the Registration Statement or
the Prospectus in reliance upon and in conformity with information furnished in
writing to the Bank by the Underwriters specifically for use in connection
with preparation of the Registration Statement or the Prospectus.
(c) Since the respective dates as of which information is given in
the Registration Statement and the Prospectus, (i) there has not been any
material adverse change, or any development involving a prospective material
adverse change, in or affecting the general affairs, business, management,
financial condition, stockholders' equity, results of operations, regulatory
status or business prospects of the Bank and (ii) the Bank has not entered into
any transaction or agreement (whether or not in the ordinary course of business)
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material to the Bank that, in either case, would reasonably be expected to
materially adversely affect the interests of the holders of the Certificates,
otherwise than as set forth or contemplated in the Prospectus.
(d) The Bank is duly organized, validly existing and in good
standing as a banking corporation under the laws of the State of Delaware and is
qualified to transact business in and is in good standing under the laws of each
state in which its activities require such qualification, and has full power,
authority and legal right to own its properties and conduct its business as such
properties are presently owned and such business 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"), by and among the Bank, 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 1998-1 (in such capacity, the "Owner
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Trust"), and The Bank of New York, a New York banking corporation, not in its
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individual capacity but solely as Indenture Trustee (in such capacity, the
"Indenture 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
4
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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 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
transactions 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 charter or by-laws of the Bank, or conflict with,
result in a breach, violation or acceleration of, or constitute a default under,
the terms of any indenture or other agreement or instrument to which the Bank is
a party or by which it or its properties is bound or may be affected or any
statute, order or regulation applicable to the Bank of any court, regulatory
body, administrative agency, governmental body or arbitrator having jurisdiction
over the Bank or will result in the creation of any Lien upon any property or
assets of the Bank (other than as contemplated in the Pooling and Servicing
Agreement). The Bank is not a party to, bound by, or in breach or violation of,
any indenture or other agreement or instrument, or subject to or in violation of
any statute, order or regulation of any court, regulatory body, administrative
agency, governmental body or arbitrator having jurisdiction over it, that
materially and adversely affects the ability of the Bank to perform its
obligations under this Agreement, the Pooling and Servicing Agreement, the
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 consummation of the
transactions contemplated hereby or thereby
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except the filing of Uniform Commercial Code financing statements with respect
to the Receivables and to the approval of the Office of the State Bank
Commissioner of the State of Delaware.
(o) Coopers & Lybrand L.L.P. who have audited certain financial
statements of the 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 1998-1), plus (ii) 7% 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").
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2. Purchase, Sale, Payment and Delivery of Certificates. On the
----------------------------------------------------
basis of the representations, warranties and agreements herein contained, but
subject to the terms and conditions herein set forth, the Bank agrees to sell to
the Underwriters, and the Underwriters agree, severally and not jointly, to
purchase from the Bank, on May 21, 1998 or on such other date as shall be
mutually agreed upon by the Bank and the Underwriters (the "Closing Date"), the
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number and type of Certificates set forth in Schedule A opposite the name of
each such Underwriter. The Class A Certificates being purchased by the Class A
Underwriters hereunder are to be purchased at a purchase price equal to 99.725%
of the principal amount thereof. The Class B Certificates being purchased by the
Class B Underwriter hereunder are to be purchased at a purchase price equal to
99.675% of the principal amount thereof.
The closing of the sale of the Certificates (the "Closing") shall be
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held at the offices of Skadden, Arps, Slate, Meagher & Flom 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
7
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delivered shall be represented by one or more definitive certificates registered
in the name of Cede & Co., as nominee for The Depository Trust Company.
3. Offering by Underwriters. (a) It is understood that after the
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Effective Date the Underwriters propose to offer the Certificates as set forth
in the Prospectus.
(b) Each Underwriter may provide to prospective investors the
1998-1 Term Sheet, dated May 12, 1998, relating to the Certificates (the "1998-1
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Term Sheet") prepared by the Bank and attached hereto as Exhibit A, subject to
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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 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) 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 1998-1 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
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"Computational Materials" shall have the meaning given such term in the No-
------------------------
Action Letters. For purposes hereof, "ABS Term Sheets," "Structural Term
--------------- ---------------
Sheets" and "Collateral Term Sheets" shall have the meanings given such
------ ----------------------
terms in the PSA Letter.
4. Certain Agreements of the Bank. The Bank covenants and agrees
------------------------------
with the several Underwriters as follows:
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(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 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
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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 of the Commission thereunder and (ii)
------------
from time to time, any other information concerning the Bank filed with any
government or regulatory authority which is otherwise publicly available, as the
Representative reasonably requests.
(i) To the extent, if any, that the rating provided with respect
to the Certificates by the rating agency or agencies that initially rate the
Certificates is conditional upon
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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 1998-1 Term Sheet and a report on Form 8-K setting forth all
Computational Materials described in Section 3 hereof provided to the Bank by
any of the Underwriters and identified by such Underwriter as such within the
time period allotted for such filing pursuant to the No-Action Letters.
5. Payment of Expenses. The Bank will pay all expenses incident to
-------------------
the performance of its obligations under this Agreement, including (i) the
printing of the 1998-1 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 1998-1 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 $206,627 incurred by the Bank
in connection with the issuance and distribution of the Certificates.
6. Conditions of the Obligations of the Underwriters. The
-------------------------------------------------
obligations of the several Underwriters to purchase and pay for the Certificates
will be subject to the accuracy of the representations and warranties on the
part of the Bank herein, to the accuracy of the statements of officers of the
Bank made pursuant to the provisions hereof, to the performance by the Bank
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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 Coopers & Lybrand L.L.P., 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
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
12
<PAGE>
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) Joanne Sundheim, Associate General Counsel of First USA Bank,
shall have furnished to the Representative her written opinion, addressed to the
Representative and dated the Closing Date, in form and substance satisfactory to
the Representative and its counsel, substantially to the effect that:
(i) The Bank has been duly incorporated and is validly
existing as a bank in good standing under the laws of the State of Delaware
with full power and authority (corporate and other) to own its properties
and conduct its business, as presently owned and conducted by it, and to
enter into and perform its obligations under this Agreement, the 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 Bank is duly qualified to do business and is in
good standing, and under state laws, as they are currently interpreted and
enforced, has obtained all necessary licenses and approvals in each
jurisdiction in which failure to qualify or to obtain such licenses or
approvals would materially and adversely affect the enforceability of any
Receivable by the Bank or the Trustee or would adversely affect the ability
of the Bank to perform its obligations under the Agreements or the
Certificates;
(iii) The Certificates have been duly authorized, executed
and delivered by the Bank and, when duly authenticated by the Trustee in
accordance with the terms of the Pooling and Servicing Agreement and
delivered to and paid for by the Underwriters in accordance with the terms
of this Agreement,
13
<PAGE>
will be validly issued and outstanding and entitled to the benefits
provided by the Pooling and Servicing Agreement;
(iv) 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;
(v) This Agreement has been duly authorized, executed and
delivered by the Bank;
(vi) The Trust is not now, and immediately following the
sale of the Certificates pursuant to the Underwriting Agreement will not
be, required to register under the 1940 Act ;
(vii) No consent, approval, authorization or order of any
governmental agency or body is required for (A) the execution, delivery and
performance by the Bank of its obligations under the Agreements or the
Certificates, or (B) the issuance or sale of the Certificates, except such
as have been obtained under the Act and as may be required under state
securities or blue sky laws in connection with the purchase and
distribution of the Certificates by the Underwriters and the filing of
Uniform Commercial Code financing statements with respect to the
Receivables and the approval of the Office of the State Bank Commissioner
of the State of Delaware;
14
<PAGE>
(viii) 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 charter or by-laws or any material indenture, loan agreement or
other material agreement to which the Bank is a party or by which the Bank
is bound;
(ix) 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;
(x) The Registration Statement and the Prospectus (except
for the financial statements, financial schedules and other financial and
operating data included therein, as to which such counsel expresses no
view) comply as to form with the Act and the Rules and Regulations;
(xi) 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
15
<PAGE>
(xii) Such counsel has not independently verified and is not
passing upon, and does not assume any responsibility for, the accuracy,
completeness or fairness of the information contained in the Registration
Statement and Prospectus. Based upon discussion with the Bank, its
accountants and others, however, no facts have come to its attention that
cause it to believe that the Prospectus (except for the financial
statements, financial schedules and other financial and statistical data
included therein, as to which such counsel expresses no view), contains any
untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary in order to make the statements
therein not misleading.
(f) The Representative shall have received a letter from Skadden,
Arps, Slate, Meagher & Flom LLP, special counsel for the Bank, to the effect
that the Representative may rely on those provisions of their opinions to
Moody's Investors Service, Inc. ("Moody's") Standard & Poor's Ratings Services,
-------
a division of The McGraw-Hill Companies, Inc. ("Standard & Poor's"), and Fitch
-----------------
IBCA, Inc. with respect to certain matters relating to the transfer of the
Receivables to the Trust, with respect to the perfection of the Trust's interest
in the Receivables and with respect to other related matters.
(g) The Representative shall have received an opinion of Skadden,
Arps, Slate, Meagher & Flom LLP, special counsel to the Bank, addressed to the
Representative, dated the Closing Date and satisfactory in form and substance to
the Representative and its counsel, to the effect that the Certificates will be
treated as indebtedness for Federal income tax purposes and for Delaware income
tax purposes.
(h) The Representative shall have received from Skadden, Arps,
Slate, Meagher & Flom LLP, counsel for the Underwriters, such opinion or
opinions, dated the Closing Date, substantially to the effect that:
(i) Each of the Pooling and Servicing Agreement and the
Transfer and
16
<PAGE>
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 Delaware chartered banks as the
same may be applied in the event of the bankruptcy, insolvency,
receivership, reorganization, moratorium or other similar event in respect
of the Bank, (b) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity) and (c)
the qualification that certain of the remedial provisions of the Agreements
may be unenforceable in whole or in part, but the inclusion of such
provisions does not affect the validity of the Agreements taken as a whole,
and the Agreements, together with applicable law, contain adequate
provisions for the practical realization of the benefits of the security
created thereby and (y) such counsel expresses no opinion as to the
enforceability of any rights to contribution or indemnification which are
violative of public policy underlying any law, rule or regulation;
(ii) The Certificates, when executed and authenticated in
accordance with the terms of the Pooling and Servicing Agreement and
delivered to and paid for by the Underwriters pursuant to this Agreement,
will be duly and validly issued and outstanding and will be entitled to the
benefits of the Pooling and Servicing Agreement;
(iii) This Agreement has been duly authorized, executed and
delivered by the Bank;
(iv) Neither the execution, delivery or performance by the
Bank of the Agreements or this Agreement, nor the compli-
17
<PAGE>
ance by the Bank with the terms and provisions thereof or hereof, will
contravene any provision of any applicable law;
(v) Based on such counsel's review of applicable laws, no
governmental approval, which has not been obtained or taken and is not in
full force and effect, is required to authorize or is required in
connection with the execution, delivery or performance of the Agreements by
the Bank;
(vi) The Certificates, the Agreements and this Agreement
conform in all material respects to the descriptions thereof contained in
the Prospectus;
(vii) The Pooling and Servicing Agreement is not required to
be qualified under the Trust Indenture Act of 1939, as amended, and the
Trust is not 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
18
<PAGE>
and representatives of the Bank, counsel for the Bank, representatives of the
independent accountants of the Bank and the Underwriters at which the contents
of the Prospectus and related matters were discussed and, although such counsel
need not pass upon, and need not assume any responsibility for, the accuracy,
completeness or fairness of the statements contained in the Prospectus and shall
have made no independent check or verification thereof, except for those made
under the caption "Certain Legal Aspects of the Receivables" to the extent set
forth in paragraph (viii) above, on the basis of the foregoing, no facts shall
have come to such counsel's attention that shall have led such counsel to
believe that the Prospectus, as of its date, contained an untrue statement of a
material fact or omitted to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading, except that such counsel need not express an opinion or belief
with respect to the financial statements, schedules and other financial
information included in such 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
19
<PAGE>
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 agreements 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
20
<PAGE>
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.
(j) Emmet, Marvin & Martin, LLP, counsel for the Indenture
Trustee in connection with the Transfer and Administration Agreement, 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 Indenture Trustee 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 Transfer and Administration
Agreement;
(ii) The Transfer and Administration Agreement has been duly
authorized, executed and delivered by each of the Indenture Trustee and
constitutes a legal, valid and binding agreement of the Indenture Trustee,
enforceable against the Indenture 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 Indenture Trustee), (y) that the
enforceability of the Transfer and Administration Agreement against the
Indenture
21
<PAGE>
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 and
Administration Agreement may be unenforceable, in whole or in part against
the Indenture Trustee, but the inclusion of such provisions does not affect
the validity of the Transfer and Administration Agreement, 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 Indenture Trustee of
the Transfer and Administration Agreement, and the performance by the
Indenture Trustee of its obligations under the Transfer and Administration
Agreement, does not conflict with or result in a violation of (x) any law
or regulation of the United States of America or the States of New York
governing the banking or trust activities of the Indenture Trustee or (y)
the organizational documents of the Indenture Trustee; and
(iv) The execution and delivery by the Indenture Trustee of
the Transfer and Administration Agreement, and the performance by the
Indenture Trustee of its obligations under the Transfer and Administration
Agreement, does not require any approval, authorization or other action by,
or filing with, any governmental authority of the United States of America
or the States of New York having jurisdiction over the banking or trust
activities of the Indenture Trustee, except such as have been obtained,
taken or made.
(k) Richards, Layton & Finger, counsel for the Owner Trustee in
connection with the Transfer and Administration Agreement, shall have furnished
to
22
<PAGE>
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 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 Transfer and Administration
Agreement;
(ii) The Transfer and Administration Agreement has been duly
authorized, executed and delivered by the Owner Trustee, and the Transfer
and Administration 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 Transfer and Administration
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 Transfer and Administration 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 Transfer
and Administration Agreement, 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
23
<PAGE>
public policy underlying any law, rule or regulation;
(iii) The execution and delivery by the Owner Trustee of the
Transfer and Administration Agreement, and the performance by the Owner
Trustee of its obligations under the Transfer and Administration 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
Transfer and Administration Agreement and the performance by the Owner
Trustee of its obligations under the Transfer and Administration 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, UCC-1
financing statements have been filed in the appropriate filing offices of the
State of Delaware and such other jurisdictions as counsel to the Bank deems
appropriate to reflect the interest of the Trustee in the Receivables.
(m) The Class A Certificates shall be rated "AAA" by Standard &
Poor's and "Aaa" by Moody's and the Class B Certificates shall be rated at least
"A" by Standard & Poor's and rated at least "A2" by Moody's on the Closing Date,
and letters to such effect dated the Closing Date shall have been received from
each Rating Agency.
(n) The Representative shall have received evidence satisfactory
to the Representative that, on or before the Closing Date, the Bank shall have
24
<PAGE>
received the approval of the Office of the State Bank Commissioner of the State
of Delaware to the transaction.
(o) All proceedings in connection with the transactions
contemplated by this Agreement and all documents incident thereto shall be
satisfactory in form and substance to the Representative and its counsel, and
the Representative and its counsel shall have received such information,
certificates and documents as any of them may reasonably request.
7. Indemnification and Contribution.
--------------------------------
(a) The Bank agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of Section 15 of the Act and under Section 20 of the Exchange Act
against any and all losses, claims, damages or liabilities to which they may
become subject insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in the Registration
Statement, the Prospectus, or in any revision or amendment thereof or supplement
thereto or any related preliminary prospectus, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and agrees to reimburse each such indemnified party for any legal or other
expenses reasonably incurred by it in connection with investigating or defending
any such loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that the Bank will not be liable in any such case to the
- -------- -------
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written
information furnished to the 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
25
<PAGE>
amended or supplemented if the Bank shall have furnished any amendments or
supplements thereto) was not sent or given by or on behalf of such Underwriter
to such person, if such is required by law, at or prior to the written
confirmation of the sale of such Certificates to such person and if the
Prospectus (as so amended or supplemented) would have cured the defect giving
rise to such loss, claim, damage or liability provided that the Bank shall have
identified to such Underwriter in writing such defect prior to the delivery of
such written confirmation by such Underwriter to such person.
(b) Each Underwriter severally and not jointly agrees to
indemnify and hold harmless the Bank, its directors, each of the Bank's officers
who signed the Registration Statement and each person, if any, who controls the
Bank within the meaning of Section 15 of the Act and under Section 20 of the
Exchange Act against any and all losses, claims, damages or liabilities to which
they may become subject insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the
Registration Statement, the Prospectus, or in any revision or amendment thereof
or supplement thereto or any related preliminary prospectus or prospectus
supplement, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the extent, but only
to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
written information furnished to the Bank by such Underwriter specifically for
use therein or any revision or amendment thereof or supplement thereto, and
agrees to reimburse such indemnified party for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage or liability or action as such expenses are incurred.
(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
26
<PAGE>
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 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
27
<PAGE>
hand and the respective Underwriter on the other shall be deemed to be in the
same proportion as the total net proceeds from the offering (before deducting
expenses) received by the Bank bear to the total underwriting discounts and
commissions received by such Underwriter. The relative fault shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Bank or by any Underwriter
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The amount
paid by an indemnified party as a result of the losses, claims, damages or
liabilities referred to in the first sentence of this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any action or
claim which is the subject of this subsection (d). Notwithstanding the
provisions of this subsection (d), each Underwriter shall not be required to
contribute any amount in excess of the underwriting discount or commission
applicable to the Certificates purchased by it hereunder. The Bank and the
Underwriters agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of any of the equitable
considerations referred to above in this subsection (d). No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
8. Survival. The Bank and the Underwriters agree that the
--------
respective representations, warranties and agreements made by them herein and in
any certificate or other instrument delivered pursuant hereto shall be deemed to
be relied upon, in the case of the Bank, by each Underwriter and, in the case of
the Underwriters, by the Bank, notwithstanding any investigation heretofore or
hereafter made by or on behalf of the Bank or the Underwriters, and that the
respective representations, warranties and agreements (including without
limitation the indemnity and contribution agreement) made by the Bank and the
Underwriters herein or in any
28
<PAGE>
such certificate or other instrument shall survive the delivery of and payment
for the Certificates.
9. Termination. This Agreement may be terminated in the sole
-----------
discretion of the Underwriters by notice to the Bank given at or prior to the
Closing Date in the event that the Bank shall have failed, refused or been
unable to perform all obligations and satisfy all conditions on its part to be
performed or satisfied hereunder at or prior thereto. Termination of this
Agreement pursuant to this Section 9 shall be without liability of any party to
any other party except as provided in Sections 5 and 7 hereof.
10. Default by One or More of the Underwriters. If one or more of
------------------------------------------
the Underwriters shall fail on the Closing Date to purchase the Certificates
which it or they are obligated to purchase under this Agreement (the "Defaulted
---------
Securities"), the lead Underwriter shall have the right, within 24 hours
- ----------
thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, the Representative shall not have completed
such arrangements within such 24-hour period, then:
(a) if the aggregate amount of Defaulted Securities does not exceed 10% of
the aggregate principal amount of the applicable class of Certificates,
each of the non-defaulting Underwriters of such class of Certificates shall
be obligated to purchase the full amount thereof in the proportions that
their respective underwriting obligations hereunder with respect to such
class of Certificates bear to the underwriting obligations of all non-
defaulting Underwriters of such class of Certificates, or
(b) if the aggregate amount of Defaulted Securities exceeds 10% of the
aggregate principal amount of the applicable class of Certificates, this
Agreement shall terminate without liability on the part of any non-
defaulting Underwriter.
No action taken pursuant to this section shall relieve any defaulting
Underwriter from liability in respect of its default.
29
<PAGE>
In the event of any such default which does not result in a termination of
this Agreement, either the Representative or the Bank shall have the right to
postpone the Closing Date for a period not exceeding seven days in order to
effect any required changes in the Registration Statement or Prospectus or in
any other documents or arrangements.
11. Representation of the Underwriters. Each of the Underwriters
----------------------------------
represents and warrants to, and agrees with, the Bank that (w) it has only
issued or passed on and shall only issue or pass on in the United Kingdom any
document received by it in connection with the issue of the Certificates to a
person who is of a kind described in Article 11(3) of the Financial Services Act
1986 (Investment Advertisements) (Exemptions) Order 1996 (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 Salomon Brothers Inc, Seven World Trade Center, 33rd
Floor, New York, New York 10048 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, Senior Vice President and General Counsel,
telephone: (302) 434-7677, telecopier: (302) 884-8361,
30
<PAGE>
with a copy to Banc One Corporation, 150 East Gay Street, 20/th/ 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 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.
31
<PAGE>
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.
32
<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon
it will be a binding agreement among the undersigned in accordance with its
terms.
Very truly yours,
FIRST USA BANK,
as Transferor and Servicer
By: /s/ Peter W. Atwater
-----------------------------
Name: Peter W. Atwater
Title: Executive Vice President
The foregoing Underwriting Agreement
is hereby agreed to as of the date
first above written.
SALOMON BROTHERS INC,
for itself and as Representative
of the Underwriters named in
Schedule A hereto
By: /s/ Robert Malin
------------------------
Name: Robert Malin
Title: Vice President
33
<PAGE>
SCHEDULE A
<TABLE>
<CAPTION>
<S> <C>
Aggregate Principal
Amount of the Class A
Underwriter Certificates
- ----------- ------------
Salomon Brothers Inc............ $140,000,000
Banc One Capital Markets, Inc... $140,000,000
Bear, Stearns & Co. Inc......... $140,000,000
Credit Suisse First Boston
Corporation.................... $140,000,000
First Chicago Capital
Markets, Inc.................. $140,000,000
------------
Total........................ $700,000,000
============
Aggregate Principal
Amount of the Class B
Underwriter Certificates
- ----------- ------------
Salomon Brothers Inc $ 63,253,000
----------
Total . . . . . . . . $ 63,253,000
============
</TABLE>
34
<PAGE>
EXHIBIT 99.1
- --------------------------------------------------------------------------------
FIRST USA BANK
Transferor and Servicer
and
THE BANK OF NEW YORK (DElAWARE)
on behalf of the Certificateholders
_____________________________
SERIES 1998-1 SUPPlEMENT
Dated as of May 21, 1998
to
POOlING AND SERVICING AGREEMENT
Dated as of September 1, 1992, as amended
_____________________________
$843,374,000
FIRST USA CREDIT CARD MASTER TRUST
Series 1998-1
- --------------------------------------------------------------------------------
<PAGE>
TABlE OF CONTENTS
Page
----
SECTION 1. Designation............................................... 1
SECTION 2. Definitions............................................... 2
SECTION 3. Reassignment and Transfer Terms........................... 28
SECTION 4. Delivery and Payment for the Series 1998-1
Certificates.............................................. 28
SECTION 5. Depositary; Form of Delivery of the Series
1998-1 Certificates...................................... 28
SECTION 6. Article IV of Agreement................................... 29
Article IV
Rights of Certificateholders and
Allocation and Application of Collections........... 30
Section 4.04 Rights of Certificateholders.......................... 30
Section 4.05 Collections and Allocation............................ 31
Section 4.06 Determination of Monthly Interest for
the Series 1998-1 Certificates....................... 36
Section 4.07 Determination of Monthly Principal.................... 39
Section 4.08 Coverage of Required Amount for the
Investor Certificates................................ 40
Section 4.09 Monthly Payments...................................... 41
Section 4.10 Payment of Certificate Interest....................... 47
Section 4.11 [Reserved]............................................ 47
Section 4.12 Investor Charge-Offs.................................. 47
Section 4.13 Excess Finance Charge Collections for the
Series 1998-1 Certificates........................... 49
Section 4.14 Reallocated Principal Collections for the
Series 1998-1 Certificates........................... 52
i
<PAGE>
Section 4.15 Determination of lIBOR................................ 54
Section 4.16 Principal Funding Account............................. 55
Section 4.17 Reserve Account....................................... 56
SECTION 7. Article V of the Agreement................................ 59
Article V
Distributions and Reports to Investor
Certificateholders...................... 59
Section 5.01 Distributions......................................... 59
Section 5.02 Monthly Certificateholders' Statement................. 61
SECTION 8. Series 1998-1 Pay Out Events.............................. 63
SECTION 9. Series 1998-1 Termination................................. 65
SECTION 10. Periodic Finance Charges and Other Fees................... 65
SECTION 11. Transfer of Excess Collateral Amount...................... 66
SECTION 12. Compliance with Withholding Requirements.................. 69
SECTION 13. Tax Characterization of the Excess Collateral
Amount................................................... 69
SECTION 14. ERISA legend.............................................. 70
SECTION 15. Amendment and Ratification of Agreement................... 70
SECTION 16. Counterparts.............................................. 70
SECTION 17. GOVERNING lAW............................................. 71
SECTION 18. Additional Representations and Warranties
of the Servicer.......................................... 71
SECTION 19. Appointment of co-Paying Agent, co-Transfer
Agent and co-Registrar................................... 71
ii
<PAGE>
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>
SERIES 1998-1 SUPPlEMENT, dated as of May 21, 1998 (this "Series
------
Supplement") by and between FIRST USA BANK, a Delaware chartered banking
- ----------
corporation, as Transferor and Servicer, and THE BANK OF NEW YORK (DElAWARE),
as Trustee under the Pooling and Servicing Agreement dated as of September 1,
1992 between FIRST USA BANK, as Transferor and Servicer, and the Trustee, as
amended (the "Agreement").
---------
Section 6.09 of the Agreement provides, among other things, that the
Transferor and the Trustee may at any time and from time to time enter into a
supplement to the Agreement for the purpose of authorizing the issuance by the
Trustee to the Transferor for the execution and redelivery to the Trustee for
authentication of one or more Series of Certificates. The Transferor has
tendered the Exchange Notice required by subsection 6.09(b) of the Agreement and
hereby enters into this Series Supplement with the Trustee as required by
subsection 6.09(c) of the Agreement to provide for the issuance, authentication
and delivery of the 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 1998-1 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 1998-1 Certificates." The
--------------------------
Series 1998-1 Certificates shall be issued in three Classes, two of which shall
be designated generally as the Class A Floating Rate Asset Backed Certificates,
Series 1998-1 (the "Class A Certificates") and the Class B Floating Rate Asset
--------------------
Backed Certificates, Series 1998-1 (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 1998-1 (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) with respect to the
- -------- -------
delivery of an
<PAGE>
Opinion of Counsel to the effect that a 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
1998-1 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 April
30, 2002 or such later date as is determined in accordance with subsection
4.09(i) of the Agreement and ending on the first to occur of (a) the
commencement of the Rapid Amortization Period and (b) the Series 1998-1
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 1998-1) 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.
2
<PAGE>
"Accumulation Shortfall" shall initially mean zero and shall
----------------------
thereafter mean, with respect to any Monthly Period during the Accumulation
Period, the excess, if any, of the Controlled Deposit Amount for the previous
Monthly Period over the amount deposited into the Principal Funding Account
pursuant to subsections 4.09(e)(i), 4.09(e)(ii) and 4.09(e)(iii) of the
Agreement with respect to the Series 1998-1 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, as Transferor and Servicer, and the
Trustee, as amended.
"Amortization Period" shall mean, with respect to the Series 1998-1
-------------------
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 1998-1
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
3
<PAGE>
following Distribution Date, and (iv) the amount, if any, of Excess Finance
Charge Collections to be distributed pursuant to subsections 4.13(b), (d), (e),
(h) and (i) on the following Transfer Date, minus (b) the amount of Reallocated
-----
Principal Collections with respect to such Monthly Period which are required to
fund a deficiency pursuant to Section 4.14 for such Distribution Date, if any.
"Available Reserve Account Amount" shall mean, with respect to any
--------------------------------
Transfer Date, the lesser of (a) the 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
4
<PAGE>
of which is the Invested Amount each as of the last day of such Monthly Period.
"BDL" shall mean Banque de Luxembourg.
---
"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 June 11, 1998 and the second Business
----------------
Day (as defined for purposes of determining LIBOR) prior to the 15th day of each
calendar month thereafter, or if such 15th day is not a Business Day, the next
succeeding Business Day.
"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
5
<PAGE>
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 0.08% in
------------------------
excess of LIBOR as determined (i) on May 19, 1998 for the period from and
including the Closing Date through and including June 17, 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 1998-1 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
6
<PAGE>
Account, the denominator in the definition of the Class A Floating Allocation
Percentage shall be (1) the aggregate amount of Principal Receivables in the
Trust at the end of the day on the last day of the prior Monthly Period for the
period from and including the first day of such Monthly Period to but excluding
the related Addition Date or Removal Date, as applicable, and (2) the aggregate
amount of Principal Receivables in the Trust at the end of the day on the
related Addition Date or Removal Date, as applicable, for the period from such
Addition Date to and including the last day of such Monthly Period.
"Class A Initial Invested Amount" shall mean the aggregate initial
-------------------------------
principal amount of the Class A Certificates, which is $700,000,000.
"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.
7
<PAGE>
"Class A Monthly Interest" shall mean the monthly interest
------------------------
distributable in respect of the Class A Certificates as calculated in accordance
with subsection 4.06(a) of the Agreement.
"Class A Monthly Principal" shall mean the monthly principal
-------------------------
distributable in respect of the Class A Certificates as calculated in accordance
with subsection 4.07(a) of the Agreement.
"Class A Monthly Servicing Fee" shall mean, with respect to any
-----------------------------
Distribution Date, one-twelfth of the product of the Series Servicing Fee
Percentage and the Class A Adjusted Invested Amount on the last day of the
preceding Monthly Period; provided, however, that with respect to the initial
-------- -------
Monthly Period the Class A Monthly Servicing Fee shall be $316,438.
"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 May 2003 Distribution
------------------------------
Date.
"Class B Account Percentage" shall mean, with respect to any
--------------------------
Determination Date, the percentage equivalent of a fraction, the numerator of
which is the aggregate amount deposited in the Principal Funding Account on
prior Transfer Dates pursuant to subsection 4.09(e)(ii) and the denominator of
which is the aggregate amount on deposit in the Principal Funding Account as of
the last day of the preceding Monthly Period.
"Class B Adjusted Invested Amount" shall mean, with respect to any
--------------------------------
date of determination, an amount not less than zero equal to the Class B
Invested Amount minus the excess, if any, of the Principal Funding Account
-----
Balance over the Class A Invested Amount on such date of determination.
8
<PAGE>
"Class B Available Funds" shall mean, with respect to any Monthly
-----------------------
Period, an amount equal to the sum of (a) the Class B Floating Allocation
Percentage of the Collections of Finance Charge Receivables in respect of such
Monthly Period and (b) with respect to any Monthly Period during the
Accumulation Period prior to the payment in full of the Class B Invested
Amount, the product of (i) the Class B Account Percentage and (ii) the sum of
the Principal Funding Investment Proceeds pursuant to subsection 4.16(b) of the
Agreement, if any, with respect to the related Transfer Date and the amounts, if
any, to be withdrawn from the Reserve Account which will be deposited into the
Finance Charge Account on the related Transfer Date pursuant to subsections
4.17(b), 4.17(d), 4.17(e) and 4.17(f) of the Agreement.
"Class B Certificate Rate" shall mean a per annum rate of 0.25% in
------------------------
excess of LIBOR as determined (i) on May 19, 1998 for the period from and
including the Closing Date through and including June 17, 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 1998-1 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/
9
<PAGE>
floating allocation percentages with respect to all Series then outstanding on
the applicable Distribution Date; provided, however, that with respect to any
-------- -------
Monthly Period in which an Addition Date or Removal Date occurs and the Servicer
need not make daily deposits of Collections into the Collection Account, the
denominator determined pursuant to clause (a) shall be the Average Principal
Balance; provided further, however, that with respect to any Monthly Period in
-------- ------- -------
which an Addition Date or Removal Date occurs and the Servicer is required to
make daily deposits of Collections into the Collection Account, the denominator
determined pursuant to clause (a) hereof shall be (1) the aggregate amount of
Principal Receivables in the Trust at the end of the day on the last day of the
prior Monthly Period for the period from and including the first day of such
Monthly Period to but excluding the related Addition Date or Removal Date, as
applicable, and (2) the aggregate amount of Principal Receivables in the Trust
at the end of the day on the related Addition Date or Removal Date, as
applicable, for the period from and including such Addition Date or Removal
Date, as applicable, to and including the last day of such Monthly Period.
"Class B Floating Allocation Percentage" shall mean, with respect to
--------------------------------------
any Monthly Period, the percentage equivalent of a fraction, the numerator of
which is the Class B Adjusted Invested Amount as of the last day of the
preceding Monthly Period and the denominator of which is the total amount of
Principal Receivables in the Trust as of the last day of such preceding Monthly
Period; provided however, that, with respect to the first Monthly Period, the
-------- -------
Class B Floating Allocation Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Class B Initial Invested Amount and
the denominator of which is the total amount of Principal Receivables on the
Closing Date; provided further, that with respect to any Monthly Period in which
-------- -------
an Addition Date or Removal Date occurs and the Servicer need not make daily
deposits of Collections into the Collection Account, the denominator in the
definition of the Class B Floating Allocation Percentage shall be the Average
Principal Balance; provided further, that with respect to any Monthly Period in
-------- -------
which an Addition Date or Removal Date occurs and the Servicer is required to
make daily deposits of Collections into the Collection Account, the denominator
in the definition of the Class B Floating Allocation Percentage shall be (1) the
aggregate amount
10
<PAGE>
of Principal Receivables in the Trust at the end of the day on the last day of
the prior Monthly Period for the period from and including the first day of such
Monthly Period to but excluding the related Addition Date or Removal Date, as
applicable, and (2) the aggregate amount of Principal Receivables in the Trust
at the end of the day on the related Addition Date or Removal Date, as
applicable, for the period from and including such Addition Date or Removal
Date, as applicable, to and including the last day of such Monthly Period.
"Class B Initial Invested Amount" shall mean the aggregate initial
-------------------------------
principal amount of the Class B Certificates, which is $63,253,000.
"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 reim bursing 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
11
<PAGE>
Monthly Period and the Class B Investor Percentage applicable for the related
Monthly Period.
"Class B Investor Percentage" shall mean for any Monthly Period, (a)
---------------------------
with respect to Defaulted Receivables and Finance Charge Receivables at any
time or Principal Receivables during the Revolving Period, the Class B Floating
Allocation Percentage, and (b) with respect to Principal Receivables during the
Amortization Period, the Class B Fixed/Floating Allocation Percentage.
"Class B Monthly Interest" shall mean the monthly interest
------------------------
distributable in respect of the Class B Certificates as calculated in accordance
with subsection 4.06(b) of the Agreement.
"Class B Monthly Principal" shall mean the monthly principal
-------------------------
distributable in respect of the Class B Certificates as calculated in accordance
with subsection 4.07(b) of the Agreement.
"Class B Monthly Servicing Fee" shall mean, with respect to any
-----------------------------
Distribution Date, one-twelfth of the product of the Series Servicing Fee
Percentage and the Class B Adjusted Invested Amount on the last day of the
preceding Monthly Period; provided, however, that with respect to the initial
-------- -------
Monthly Period the Class B Monthly Servicing Fee shall be $28,594.
"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
12
<PAGE>
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 May 2003 Distribution
------------------------------
Date.
"Closing Date" shall mean May 21, 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, $70,281,167; 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 denomina-
13
<PAGE>
tor 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) Class B 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 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, one-twelfth of the product of (i) the Excess Collateral Minimum Rate
and (ii) 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, Class B Default Interest and Excess
Collateral Default Interest distributable in respect of the Investor
Certificates as calculated in accordance with Section 4.06 of the Agreement.
"Determination Date" shall mean the first Business Day on or before
------------------
the eighth calendar day prior to each Distribution Date.
"Distribution Date" shall mean June 18, 1998 and the 18/th/ day of
-----------------
each calendar month thereafter, or if such 18/th/ 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.
14
<PAGE>
"Enhancement Provider" shall mean the Excess Collateral Holders.
--------------------
"ERISA" shall mean the Employee Retirement Income Security Act of
-----
1974, as amended.
"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
-----
15
<PAGE>
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.
"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 Default Interest" shall have the meaning specified
----------------------------------
in subsection 4.06(c) of the Agreement.
"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
16
<PAGE>
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 deter mined pursuant to clause (a) shall be the Average
Principal Balance; provided further, however, that with respect to any Monthly
-------- ------- -------
Period in which an Addition Date or Removal Date occurs and the Servicer is
required to make daily deposits of Collections into the Collection Account, the
denominator determined pursuant to clause (a) hereof shall be (1) the aggregate
amount of Principal Receivables in the Trust at the end of the day on the last
day of the prior Monthly Period for the period from and including the first day
of such Monthly Period to but excluding the related Addition Date or Removal
Date, as applicable, and (2) the aggregate amount of Principal Receivables in
the Trust at the end of the day on the related Addition Date or Removal Date, as
applicable, for the period from and including such Addition Date or Removal
Date, as applicable, to and including the last day of such Monthly Period.
"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
17
<PAGE>
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.
"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 $80,121,000.
"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 7.00% per annum or such
------------------------------
lesser rate as may be designated in the Transfer and Administrative 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 $36,219.
"Excess Collateral Percentage" shall mean for any Monthly Period, (a)
----------------------------
with respect to Defaulted Receivables and Finance Charge Receivables at any
time or
18
<PAGE>
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.
"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 May 2003
----------------------------------------
Distribution 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
19
<PAGE>
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 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 1998-1, which is $843,374,000.
20
<PAGE>
"Interest Period" shall mean, with respect to a Distribution Date, the
---------------
period beginning on the preceding Distribution Date continuing through the day
preceding such Distribution Date, except the first Interest Period shall be
deemed to be the 28 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 and the Class B 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 1998-1.
"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
21
<PAGE>
Monthly Period the Investor Monthly Servicing Fee shall be $381,251.
"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) May 19, 1998 for the period
------------------------
from and including the Closing Date through and including June 17, 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,
---------------------------
7% of the average of the aggregate amount of Principal Receivables for such
period.
"Monthly Interest" shall mean, with respect to any Distribution Date,
----------------
the sum of the Class A Monthly Interest, the Class B Monthly Interest and the
Excess Collateral Minimum Monthly Interest distributable in respect of the
Series 1998-1 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 1998-1
Certificates shall begin on and include the Closing Date and shall end on and
include May 31, 1998.
"Monthly Principal" shall mean the monthly principal distributable in
-----------------
respect of the Series 1998-1 Certificates as calculated in accordance with
Section 4.07 of the Agreement.
22
<PAGE>
"Net Portfolio Yield" shall mean for the Series 1998-1 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 Collections
of Finance Charge Receivables allocated to the Series 1998-1 Certificates for
such Monthly Period, 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 1998-1 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 1998-1 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, and (c) the amount, if any, withdrawn from the Reserve
Account to be deposited into the Finance Charge Account pursuant to subsections
4.17(b), 4.17(d), 4.17(e) and 4.17(f) of the Agreement on the Transfer Date
relating to such Monthly Period (such sum to be calculated on a cash basis after
sub-
23
<PAGE>
tracting an amount equal to the Investor Default Amount for such Monthly
Period), and the denominator of which is the Invested Amount as of the last day
of the preceding Monthly Period.
"Principal Funding Account" shall have the meaning set forth in
-------------------------
subsection 4.16(a) of the Agreement.
"Principal Funding Account Balance" shall mean, with respect to any
---------------------------------
date of determination during the Accumulation Period, the principal amount, if
any, on deposit in the Principal Funding Account on such date of determination.
"Principal Funding Investment Proceeds" shall mean, with respect to
-------------------------------------
each Interest Period during the Accumulation Period, the investment earnings on
funds in the Principal Funding Account (net of investment expenses and losses)
for such Interest Period.
"Principal Funding Investment Shortfall" shall mean, with respect to
--------------------------------------
each Interest Period during the Accumulation Period, the amount, if any, by
which the Principal Funding Investment Proceeds are less than the Covered
Amount.
"Principal 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
termi-
24
<PAGE>
nation of the Trust pursuant to Section 12.01 of the Agreement or (ii) the
Series 1998-1 Termination Date.
"Rating Agency" shall mean each of Fitch IBCA, Inc., Moody's and
-------------
Standard & Poor's.
"Rating Agency Condition" shall mean the notification in writing by
-----------------------
each Rating Agency to the Transferor, the Servicer and the Trustee that any
action will not result in any Rating Agency reducing or withdrawing its then
existing rating of the investor certificates of any outstanding Series or class
with respect to which it is a Rating Agency.
"Reallocated Class B Principal Collections" shall have the meaning
-----------------------------------------
specified in subsection 4.14(b) of the Agreement.
"Reallocated 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
25
<PAGE>
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 1998-1.
"Reserve Account" shall have the meaning specified in subsection
---------------
4.17(a) of the Agreement.
"Reserve Account Funding Date" shall mean the Transfer Date which
----------------------------
occurs not later than the earliest of (a) the Transfer Date with respect to the
Monthly Period which commences 3 months prior to the commencement of the
Accumulation Period; (b) the first Transfer Date for which the Portfolio
Adjusted Yield is less than 2.0%, 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.
26
<PAGE>
"Scheduled Series 1998-1 Termination Date" shall mean the January 2006
----------------------------------------
Distribution Date.
"Series 1998-1" shall mean the Series of the First USA Credit Card
-------------
Master Trust represented by the Investor Certificates.
"Series 1998-1 Certificateholder" shall mean the holder of record of
-------------------------------
any Series 1998-1 Certificate.
"Series 1998-1 Certificateholders' Interest" shall have the meaning
------------------------------------------
specified in Section 4.04 of the Agreement.
"Series 1998-1 Pay Out Event" shall have the meaning specified in
---------------------------
Section 8 of this Series Supplement.
"Series 1998-1 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 1998-1 Termination Date.
"Series Servicing Fee Percentage" shall mean 1.50% for so long as
-------------------------------
First USA Bank is the Servicer or 2.00% if First USA Bank is no longer the
Servicer.
"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
27
<PAGE>
Collateral Holders, dated the Closing Date, as amended, supplemented or modified
from time to time.
"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 1998-1
-------------------------------
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
1998-1 Certificates through the Record Date preceding the Distribution Date on
which the repurchase occurs.
SECTION 4. Delivery and Payment for the Series 1998-1 Certificates.
-------------------------------------------------------
The Transferor shall execute and deliver the Series 1998-1 Certificates to the
Trustee for authentication in accordance with Section 6.01 of the Agreement.
The Trustee shall deliver the Series 1998-1 Certificates when authenticated in
accordance with Section 6.02 of the Agreement.
SECTION 5. Depositary; Form of Delivery of the Series 1998-1
-------------------------------------------------
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 1998-1 shall be The Depository Trust
Company, and the Class A Certificates and the Class B Certificates shall be
initially registered in the name of Cede & Co., its nominee. The Class A
Certificates and the Class B Certificates will initially be held by the Trustee
as custodian for The Depository Trust Company.
28
<PAGE>
SECTION 6. Article IV of Agreement. (A) Sections 4.01, 4.02 and 4.03
-----------------------
of the Agreement shall be read in their entirety as provided in the Agreement
except for subsections 4.02(b) and (c) of the Agreement which shall, for
purposes of this Series Supplement, read in their entirety as follows:
"(b) The Finance Charge and Principal Accounts. The Trustee, for the
-----------------------------------------
benefit of the Series 1998-1 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 1998-1
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 1998-1
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
1998-1 Certificateholders.
(c) The Distribution Account. The Trustee, for the benefit of the Series
------------------------
1998-1 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
29
<PAGE>
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 1998-1 Certificateholders. The
Trustee shall possess all right, title and interest in all funds on deposit
from time to time in the Distribution Account and in all proceeds thereof.
The Distribution Account shall be under the sole dominion and control of
the Trustee for the benefit of the Series 1998-1 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 1998-1 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 1998-1 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.
30
<PAGE>
Section 4.05 Collections and Allocation.
--------------------------
(a) Collections. The Servicer will apply or will instruct the
-----------
Trustee to apply all funds on deposit in the Collection Account, the Finance
Charge Account, the Principal Account, the Principal Funding Account, the
Reserve Account or the Distribution Account allocable to the Series 1998-1
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 1998-1 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 1998-1 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 $1,800,000 to
31
<PAGE>
be applied as Collections of Finance Charge Receivables allocated to the
Series 1998-1 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 1998-1 Certificateholders the Floating Allocation
Percentage of Collections of Finance Charge Receivables and deposit and
retain in the Finance Charge Account an amount equal to the product of (i)
the Floating Allocation Percentage and (ii) the aggregate amount of
Collections of Finance Charge Receivables on such Date of Processing.
(ii) Allocate to the Series 1998-1 Certificateholders an amount
equal to the product of (A) the Floating Allocation Percentage on such Date
of Processing and (B) the aggregate amount of Collections of Principal
Receivables on such Date of Processing and pay such amount to the
Transferor subject to the obligation of the Transferor to make an amount
equal to the Reallocated Principal Collections and Excess Principal
Collections for such Monthly Period available on the related Transfer Date
in accordance with subsection 4.05(f) of the Agreement; provided, however,
-------- -------
that the amount to be paid to the Transferor pursuant to this subsection
4.05(b)(ii) of the Agreement on any Date of Processing shall be paid only
if the Transferor Interest on such Date of Processing is greater than zero
(after giving effect to all Principal Receivables transferred to the
Trust on such Date of Processing and after giving effect to Collections of
Principal Receivables on such Date of Processing) and otherwise shall be
deposited in the Collection Account and applied in accordance with
subsection 4.03(f) of the Agreement; provided, further, however, that on
-------- ------- -------
and after the Calculation Date if the amounts previously deposited in the
Finance Charge Account with respect to the current Monthly Period pursuant
to subsection 4.05(b)(i) of the Agreement are less than the sum of the
Monthly Interest, the Interest Shortfall and the Default Interest for the
Distribution Date following the then current Monthly Period (plus, if the
Transferor is not the Servicer, the Investor Monthly Servicing Fee) (the
amount of such shortfall, the "Finance Charge Deficit"), an amount
----------------------
32
<PAGE>
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 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 1998-1 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 1998-1 Certificateholders and retain
in the Principal Account an amount equal to the product of (x) the
Fixed/Floating Allocation Percentage on such Date of Processing and (y) the
aggregate amount of Collections of Principal Receivables on such Date of
Processing (for any such date, a "Percentage Allocation"); provided,
--------------------- --------
however, that if the sum of such Percentage Allocations with respect to the
-------
same Monthly Period exceeds the Controlled Deposit Amount for the related
Distribution Date, then such excess shall be paid to the Holder of the
Exchangeable Transferor Certificate (subject to the obligation of the
Transferor to make an amount equal to the Reallocated Principal
Collections and Excess Principal Collections for such Monthly Period
available on the related Transfer Date in accordance with subsection
4.05(f)) of the Agreement if the Transferor Interest on such Date of
Processing is greater than zero
33
<PAGE>
(after giving effect to all Principal Receivables transferred to the Trust
on such day) and otherwise shall be deposited in the Collection Account and
applied in accordance with subsection 4.03(f) of the Agreement; provided,
--------
further, that on and after the Calculation Date if there is a Finance
-------
Charge Deficit, Subordinate Principal Collections with respect to each
Monthly Period will be deposited into the Principal Account on a daily
basis during such Monthly Period in an aggregate amount not to exceed the
Finance Charge Deficit; at such time as the Finance Charge Deficit is equal
to zero, such amounts may be released from the Principal Account to the
holder of the Exchangeable Transferor Certificate, subject to the
preceding proviso.
(d) Daily Allocations During the Rapid Amortization Period. During
------------------------------------------------------
the Rapid Amortization Period, the Servicer shall, prior to the close of
business on each Date of Processing, allocate the following amounts as set forth
below:
(i) Allocate to the Series 1998-1 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 1998-1 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 1998-1 Certificateholders,
the amount determined in accordance with this subparagraph (ii) shall be
paid to the Holder of the Exchangeable Transferor Certificate only if the
Transferor Interest on such Date of Processing is greater than zero (after
giving effect to all Principal Receivables transferred to the Trust on such
day) and otherwise shall be deposited
34
<PAGE>
in the Collection Account and applied in accordance with subsection 4.03(f)
of the Agreement.
(e) Daily Deposits. Notwithstanding the foregoing, the Servicer need
--------------
not make daily deposits of Collections into the Collection Account at any time
when the requirements of the third paragraph of subsection 4.03(a) of the
Agreement are satisfied.
(f) Monthly Allocations During the Revolving Period and Accumulation
----------------------------------------------------------------
Period. To the extent not previously allocated pursuant to subsection 4.05(b),
- ------
during the Revolving Period, the Servicer shall, on each Transfer Date, allocate
to the Series 1998-1 Certificateholders and deposit in the Finance Charge
Account an amount equal to (i) the lesser of (A) the product of (x) the Floating
Allocation Percentage with respect to the preceding Monthly Period and (y) the
aggregate amount of Collections of Finance Charge Receivables for the related
Monthly Period, and (B) the aggregate of the amounts to be applied from
amounts on deposit in the Finance Charge Account on such Transfer Date pursuant
to subsections 4.09(a)(i), (ii) and (iii), 4.09(b)(i) and (ii), 4.09(c)(i) and
4.13(a) through (j) of the Agreement, minus (ii) the amounts deposited and
retained in the Finance Charge Account daily during such Monthly Period pursuant
to subsection 4.05(b)(i) of the Agreement. Any such amounts, to the extent they
would be paid to First USA Bank, as Transferor or Servicer, need not be so
deposited but shall be deemed to have been so deposited and, as and when
specified in the subsections identified above, be deemed to have been paid to
First USA Bank pursuant to such subsections. During the Revolving Period and
the Accumulation Period, the Transferor shall, on each Transfer Date deposit
in the Principal Account an amount equal to the sum of (I) the excess of the
amount of Reallocated Principal Collections over the amount deposited and
retained in the Principal Account pursuant to subsection 4.05(b)(ii) or
4.05(c)(ii) of the Agreement with respect to the Revolving Period or 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 1998-1, 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
35
<PAGE>
Collections of Principal Receivables for the related Monthly Period less the
amount thereof applied to pay Monthly Principal on the related Distribution
Date.
(g) Notwithstanding anything in this Section 4.05, if on any date the
aggregate amount of Principal Receivables is less than the sum of the Invested
Amounts for all Series then outstanding, all Collections of Principal
Receivables on such date shall be deposited and applied in accordance with
subsection 4.03(f) of the Agreement.
The allocations to be made pursuant to this Section 4.05 of the
Agreement also apply to deposits into the Collection Account that are treated as
Collections, including Credit Adjustments, payment of the reassignment price
pursuant to Section 2.07 of the Agreement and proceeds from the sale,
disposition or liquidation of the Receivables pursuant to Section 9.02, 10.01,
12.01 or 12.02 of the Agreement and Section 3 of the Series Supplement for
Series 1998-1. 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 1998-1
-------------------------------------------------------
Certificates. (a) The amount of monthly interest (for the Series 1998-1
- ------------
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 June 17, 1998, (b) a fraction
the numerator of which is 28 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,
36
<PAGE>
if any, of (x) the aggregate Class A Monthly Interest for the Interest Period
applicable to the preceding Distribution Date over (y) the amount which was
----
paid to the Class A Certificateholders in respect of interest on such preceding
Distribution Date. If there is a Class A Interest Shortfall with respect to any
Distribution Date, an additional amount ("Class A Default Interest") shall be
------------------------
payable as provided herein with respect to the Class A Certificates on each
Distribution Date following such Distribution Date to and including the
Distribution Date on which such Class A Interest Shortfall is paid to Class A
Certificateholders equal to the product of (i) the product of (x) the Class A
Certificate Rate plus 2.00% per annum and (y) a fraction the numerator of which
is the actual number of days in the related Interest Period and the denominator
of which is 360 and (ii) such Class A Interest Shortfall. Notwithstanding
anything to the contrary herein, Class A Default Interest shall be payable or
distributed to Class A Certificateholders only to the extent permitted by
applicable law.
(b) The amount of monthly interest (for the Series 1998-1
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 June 17, 1998, (b) a fraction the
numerator of which is 28 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,
37
<PAGE>
an additional amount ("Class B Default Interest") shall be payable as provided
------------------------
herein with respect to the Class B Certificates on each Distribution Date
following such Distribution Date to and including the Distribution Date on which
such Class B Interest Shortfall is paid to Class B Certificateholders equal to
the product of (i) the product of (x) the Class B Certificate Rate plus 2.00%
per annum and (y) a fraction the numerator of which is the actual number of days
in the related Interest Period and the denominator of which is 360 and (ii) such
Class B Interest Shortfall. Notwithstanding anything to the contrary herein,
Class B Default Interest shall be payable or distributed to Class B
Certificateholders only to the extent permitted by applicable law.
(c) The minimum amount of monthly interest (for the Series 1998-1
Certificates, the "Excess Collateral Minimum Monthly Interest") distributable
------------------------------------------
with respect to the Excess Collateral on any Transfer Date shall be an amount
equal to one-twelfth of the product of (i) the Excess Collateral Minimum Rate
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 June 17, 1998, (b) a fraction the
numerator of which is 27 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 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. If there is an
Excess Collateral Interest Shortfall with respect to any Transfer Date, an
additional amount ("Excess Collateral Default Interest") shall be payable as
----------------------------------
provided herein with respect to the Excess Collateral on each Transfer Date
following such Transfer Date to and including the Transfer Date on which such
Excess Collateral Interest Shortfall is paid to the Excess Collateral Holders
equal to one-twelfth of (i) the product of the Excess Collateral Minimum Rate
and
38
<PAGE>
(ii) the Excess Collateral Interest Shortfall. Notwithstanding anything to the
contrary herein, Excess Collateral Default Interest shall be payable or
distributed to the Excess Collateral Holders only to the extent permitted by
applicable law.
Section 4.07 Determination of Monthly Principal. (a) The amount of
----------------------------------
monthly principal (the "Class A Monthly Principal") distributable from the
-------------------------
Principal Account with respect to the Class A Certificates on each Transfer Date
beginning with the Transfer Date in the month following the month in which the
Accumulation Period or, if earlier, the Rapid Amortization Period begins shall
be equal to the least of (i) the Available Investor Principal Collections on
deposit in the Principal Account with respect to such Transfer Date, (ii) for
each Transfer Date with respect to the Accumulation Period prior to the Class A
Scheduled Payment Date, the Controlled Deposit Amount for such Transfer Date and
(iii) the Class A Adjusted Invested Amount on such Transfer Date prior to any
deposit into the Principal Funding Account to be made on such day.
(b) The amount of monthly principal (the "Class B Monthly Principal")
-------------------------
distributable from the Principal Account with respect to the Class B
Certificates on each Transfer Date, beginning with the Transfer Date first
preceding the Class B Principal Commencement Date, shall be an amount equal to
the least of (i) the Available Investor Principal Collections on deposit in the
Principal Account with respect to such Transfer Date (minus the portion of such
Available Investor Principal Collections applied to Class A Monthly Principal on
such Transfer Date), (ii) for each Transfer Date with respect to the
Accumulation Period prior to the Class B Scheduled Payment Date, the Controlled
Deposit Amount for such Transfer Date (minus the Class A Monthly Principal for
such Transfer Date) and (iii) the Class B Adjusted Invested Amount on such
Transfer Date (after taking into account any adjustments to be made on such
Transfer Date pursuant to Sections 4.12 and 4.14 of the Agreement on such
Transfer Date).
39
<PAGE>
(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
-----------------------
Monthly Interest for the following Distribution Date, (ii) any Class A Monthly
Interest previously due but not paid to the Class A Certificateholders on a
prior Distribution Date, (iii) Class A Default Interest, if any, for such
Distribution Date and any Class A Default Interest previously due but not paid
to the Class A Certificateholders on a prior Distribution Date, (iv) if First
USA Bank is no longer the Servicer, the Class A Monthly Servicing Fee for the
related Distribution Date and (v) the Class A Investor Default Amount, if any,
for such Distribution Date exceeds the Class A Available Funds for the related
Monthly Period.
On each Determination Date, the Servicer shall determine the amount
(the "Class B Required Amount"), if any, equal to the sum of (x) the amount, if
-----------------------
any, by which the sum of (i) Class B Monthly Interest for the following
Distribution Date, (ii) any Class B Monthly Interest previously due but not paid
to the Class B Certificateholders on a prior Distribution Date, (iii) Class B
Default Interest, if any, for such Distribution Date and any Class B Default
Interest previously due but not paid to the Class B Certificateholders on a
prior
40
<PAGE>
Distribution Date and (iv) if First USA Bank is no longer the Servicer, the
Class B Monthly Servicing Fee for the related Distribution Date exceeds the
Class B 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 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.
41
<PAGE>
(a) On the Transfer Date preceding each Distribution Date, an
amount equal to the Class A Available Funds deposited or deemed to have been
deposited into the Finance Charge Account for the related Monthly Period will be
distributed in the following priority:
(i) an amount equal to Class A Monthly Interest for such
Distribution Date, plus the amount of any Class A Monthly Interest
----
previously due but not paid to Class A Certificateholders on a prior
Distribution Date, plus the amount of any Class A Default Interest for such
----
Distribution Date, shall be deposited by the Servicer or the Trustee into
the Distribution Account;
(ii) if First USA Bank is no longer the Servicer, an amount
equal to the Class A Monthly Servicing Fee for such Distribution Date shall
be distributed to the Servicer;
(iii) an amount equal to the aggregate Class A Investor Default
Amount, if any, for such Distribution Date shall be (A) distributed to the
Holder of the Exchangeable Transferor Certificate on Distribution Dates
with respect to the Revolving Period, but not exceeding the Transferor
Interest (determined as of such Distribution Date after giving effect to
any Principal Receivables transferred to the Trust during the Monthly
Period relating to such Distribution Date, any such amount in excess of the
Transferor Interest to be treated as Unallocated Principal Collections) and
(B) deposited in the Principal Account and treated as a portion of
Available Investor Principal Collections for Distribution Dates with
respect to the Amortization Period; and
(iv) the balance, if any, shall constitute Excess Finance
Charge Collections and shall be allocated and distributed as set forth in
Section 4.13 of the Agreement.
(b) On the Transfer Date preceding each Distribution Date, an
amount equal to the Class B Available Funds deposited or deemed to have been
deposited in the Finance Charge Account for the related Monthly Period will be
distributed in the following priority:
42
<PAGE>
(i) an amount equal to the Class B Monthly Interest for such
Distribution Date, plus the amount of any Class B Monthly Interest
----
previously due but not paid to the Class B Certificateholders on a prior
Distribution Date, plus the amount of any Class B Default Interest for such
----
Distribution Date, shall be deposited by the Servicer or the Trustee into
the Distribution Account;
(ii) if First USA Bank is no longer the Servicer, an amount
equal to the Class B Monthly Servicing Fee for such Distribution Date shall
be distributed to the Servicer; and
(iii) the balance, if any, shall constitute Excess Finance
Charge Collections and shall be allocated and distributed as set forth in
Section 4.13 of the Agreement.
(c) On the Transfer Date preceding each Distribution Date, an
amount equal to the Excess Collateral have been deposited in the Finance Charge
Account for the related Monthly Period will be distributed in the following
priority:
(i) if First USA Bank is no longer the Servicer, an amount
equal to the Excess Collateral 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
43
<PAGE>
the sum of the Principal Collections available for sharing as specified in
the related Series Supplement for each Series and (2) the Principal
Shortfall applicable to such other Series and (B) remaining Available
Investor Principal Collections, shall be treated as Excess Principal
Collections and be deposited in the applicable principal accounts for such
other Series with Principal Shortfalls; and
(ii) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections for such Transfer Date over (B) the
applications specified in subsection 4.09(d)(i) above shall be paid to
the Holder of the Exchangeable Transferor Certificate; provided, however,
-------- -------
that the amount to be paid to the Holder of the Exchangeable Transferor
Certificate pursuant to this subsection 4.09(d)(ii) with respect to such
Transfer Date shall be paid to the Holder of the Exchangeable Transferor
Certificate only if the Transferor Interest on the related Date of
Processing is greater than zero (after giving effect to the inclusion in
the Trust of all Receivables created on or prior to such Transfer Date and
after giving effect to Collections of Principal Receivables on such
Transfer Date) and otherwise shall be considered as Unallocated Principal
Collections and deposited into the Principal Account in accordance with
subsection 4.03(f).
(e) On each Transfer Date, during the Accumulation Period or
the Rapid Amortization Period, the Trustee shall distribute an amount equal to
the Available Investor Principal Collections deposited or deemed to have been
deposited into the Principal Account for the related Monthly Period in the
following priority:
(i) an amount equal to the Class A Monthly Principal for such
Transfer Date plus, to the extent of any applicable Principal Shortfall for
----
the related Distribution Date, Excess Principal Collections from other
Series, to the extent available, shall be (A) during the Accumulation
Period, deposited into the Principal Funding Account, and (B) during the
Rapid Amortization Period, deposited into the Distribution Account;
(ii) after giving effect to the distribution referred to in
clause (i) above, an amount
44
<PAGE>
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 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 1998-1; and
(v) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections over (B) the applications specified in
subsection 4.09(e)(i) through (iv) above shall be paid to the Holder of
the Exchangeable Transferor Certificate; provided, however, that the
-------- -------
amount to be paid to the Holder of the Exchangeable Transferor Certificate
pursuant to this subsection 4.09(e)(v) with respect to such Transfer Date
shall be paid to the Holder of the Exchangeable Transferor Certificate only
if the Transferor Interest on the related Date of Processing is greater
than zero (after giving effect to the inclusion in the Trust of all
Receiv-
45
<PAGE>
ables 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]
(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 Ac-
46
<PAGE>
count 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 April 30, 2002; provided, however, that, if the
-------- -------
Accumulation Period Length (determined as described below) is less than 12
months, the date on which the Accumulation Period actually commences may, at
the option of the Servicer, upon written notice to the Trustee, be delayed to
the first Business Day of the month that is the number of months prior to the
Class A Scheduled Payment Date at least equal to the Accumulation Period Length
and, as a result, the number of Monthly Periods in the Accumulation Period will
at least equal the Accumulation Period Length. On each Determination Date until
the Accumulation Period begins, the Servicer will determine the "Accumulation
------------
Period Length" which will equal the number of months such that the sum of the
- -------------
Accumulation Period Factors for each month during such period will be equal to
or greater than the Required Accumulation Factor Number; provided, however,
-------- -------
that the Accumulation Period Length will not be less than one month.
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 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 Sec-
47
<PAGE>
tion 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 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
-------
48
<PAGE>
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 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 1998-1
-------------------------------------------------------
Certificates. On each Transfer Date, the Servicer will apply or cause the
- ------------
Trustee to apply Excess Finance Charge Collections with respect to
49
<PAGE>
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 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
50
<PAGE>
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 the related Distribution Date, plus the amount of any Excess
Collateral Minimum Monthly Interest previously due but not paid to the Excess
Collateral Holders on a prior Distribution Date, plus the amount of any Excess
Collateral Default Interest for the related Distribution 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 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
51
<PAGE>
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 1998-1
-------------------------------------------------------
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 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
52
<PAGE>
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
(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
53
<PAGE>
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 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 1998-1 Certificateholder by telephoning
the Paying Agent at its corporate trust office at (212) 815-5737.
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(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 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
55
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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.
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
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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
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
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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 Agreement, (ii) the day on which the
Invested Amount is paid in full to the Series 1998-1 Certificateholders, (iii)
if the Accumulation Period has not commenced, the
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occurrence of a Pay Out Event with respect to Series 1998-1 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 1998-1
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
1998-1 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 transfer, at the expense of such Class A Certificateholder, to
an account or accounts
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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,
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at the expense 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 1998-1 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 1998-1
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 1998-1 Pay Out Events. If any one of the following
----------------------------
events shall occur with respect to the Series 1998-1 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 1998-1 Certificateholders and which
continues unremedied for a period of 60 days after the date on which written
notice
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of such failure, requiring the same to be remedied, shall have been given to the
Transferor by the Trustee, or to the Transferor and the Trustee by the Holders
of Series 1998-1 Certificates evidencing Undivided Interests aggregating not
less than 50% of the Invested Amount of this Series 1998-1, and continues to
affect materially and adversely the interests of the Series 1998-1
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 1998-1 Certificates evidencing
Undivided Interests aggregating more than 50% of the Invested Amount of this
Series 1998-1 and (ii) as a result of which the interests of the Series 1998-1
Certificateholders are materially and adversely affected and continue to be
materially and adversely affected for such period; provided, however, that a
-------- -------
Series 1998-1 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 1998-1 Certificateholders.
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then, in the case of any event described in subparagraph (a), (b) or (e), after
the applicable grace period set forth in such subparagraphs, either the Trustee
or the Holders of Series 1998-1 Certificates evidencing Undivided Interests
aggregating more than 50% of the Invested Amount of this Series 1998-1 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
------
1998-1 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 1998-1 Pay Out
Event shall occur without any notice or other action on the part of the Trustee
or the Series 1998-1 Certificateholders immediately upon the occurrence of such
event.
For purposes of Series 1998-1, the fifth sentence of subsection 9.02(a) of the
Agreement shall be amended to read in its entirety as follow:
"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 1998-1 Termination. The right of the Series 1998-1
-------------------------
Certificateholders to receive payments from the Trust will terminate on the
first Business Day following the Series 1998-1 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
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Periodic Finance Charges assessed on any Receivable or other fees on any Account
if, as a result of such reduction, the Transferor's reasonable expectation of
the Portfolio Yield as of such date would be less than the Base Rate.
SECTION 11. Transfers of Excess Collateral Amount. (a) No portion
-------------------------------------
of the Excess Collateral Amount 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 Amount 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 1998-1 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 1998-1) (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 initial purchaser (other than the Transferor) of an interest
in all or any portion of the Excess Collateral Amount and any Assignee thereof
shall certify to the Transferor, the Servicer, and the Trustee that it is either
(A)(i) a citizen or resident of the U.S., (ii) a corporation, partnership or
other entity organized in or under the laws of the U.S. or any political
subdivision thereof which, if such entity is a tax-exempt entity, recognizes
that payments with respect to the Excess Collateral Amount 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 Amount 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 initial
purchaser (other than the Transferor) of any interest in the Excess Collateral
Amount 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 Amount, the Servicer and the Trustee, a
properly executed
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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 Amount, the Servicer and the Trustee, a properly executed
U.S. Internal Revenue Service Form 4224 (and will agree to furnish a new Form
4224, or any successor applicable form, upon the expiration or obsolescence of
any previously delivered form and comparable statements in accordance with
applicable U.S. laws), and, in each case, such other certifications,
representations or opinions of counsel as may be requested by the Trustee.
(c) Each initial purchaser (other than the Transferor) of any
interest in the Excess Collateral Amount and any Assignee thereof shall further
certify to the Transferor, the Servicer and the Trustee that it has neither
acquired nor will it sell, trade or transfer any interest in the Excess
Collateral Amount or cause an interest in the Excess Collateral Amount to be
marketed on or through an "established securities market" within the meaning of
Section 7704(b)(1) of the Code and any treasury regulation thereunder,
including, without limitation, an over-the-counter-market or an interdealer
quotation system that regularly disseminates firm buy or sell quotations. In
addition, each initial purchaser (other than the Transferor) of any interest in
the Excess Collateral Amount and 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 Amount,
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
(other than the Transferor) of an interest in the Excess Collateral Amount
acknowledges that the Opinion of Counsel to the effect that the Trust will not
be treated as a publicly traded partnership taxable as a corporation is
dependent in part on the accuracy of the certifications described in this
subsection 11(c).
(d) Each initial purchaser (other than the Transferor) of any interest
in the Excess Collateral Amount shall further certify to the Transferor, the
Servicer and the Trustee (i) that it has purchased its
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interest in the Excess Collateral Amount for investment only and not with a view
to any public distribution thereof, (ii) that it will not offer, sell, pledge or
otherwise transfer of its interest in all or any portion of the Excess
Collateral Amount, 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 Amount 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 Amount or any other securities
under the Securities Act or any other securities laws. Each holder by accepting
a beneficial interest in the Excess Collateral Amount 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 Amount 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 Holders' 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 Amount (or such portion
thereof) shall be transferred upon the Certificate Register. Such transfers of
all or any portion of the Excess Collateral Amount 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.
68
<PAGE>
(f) No portion of the Excess Collateral Amount 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
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. (S) 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.
69
<PAGE>
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.
SECTION 14. ERISA Legend. Each Class B Certificate will bear a
------------
legend or legends substantially in the following form:
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF FIRST USA
BANK AND THE TRUSTEE THAT SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS
DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF
ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), (III) A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS,
TO A MATERIAL EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN
ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY OR (V) A PERSON INVESTING
"PLAN ASSETS" OF ANY SUCH PLAN (INCLUDING FOR PURPOSES OF CLAUSES (IV) AND (V)
ANY INSURANCE COMPANY GENERAL ACCOUNT, BUT EXCLUDING ANY ENTITY REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED).
Each Certificate Owner by virtue of its beneficial interest in the
Class B Certificates shall be deemed to have made the representations and
warranties stated in such legend.
SECTION 15. Amendment and Ratification of Agreement. As supplemented
---------------------------------------
by this Series Supplement, the Agreement is in all respects ratified and
confirmed and the Agreement as so supplemented by this Series Supplement shall
be read, taken, and construed as one and the same instrument. Subsection
12.01(c) of the Agreement is hereby amended by substituting in the second
sentence thereof in place of the words "and pay the proceeds to all
Certificateholders of such Series . . ." the following: "and pay the proceeds
to the Investor Certificateholders of such Series . . ."
SECTION 16. Counterparts. This Series Supplement may be executed in
------------
any number of counterparts, each of which so executed shall be deemed to be an
original,
70
<PAGE>
but all of such counterparts shall together constitute but one and the same
instrument.
SECTION 17. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE
-------------
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
SECTION 18. Additional Representations and Warranties of the
------------------------------------------------
Servicer. First USA Bank, as initial Servicer, hereby makes, and any Successor
Servicer by its appointment under the Agreement shall make the following
representations and warranties:
(a) All Consents. All authorizations, consents, orders or approvals
------------
of or registrations or declarations with any Governmental Authority required to
be obtained, effected or given by the Servicer in connection with the execution
and delivery of this Supplement by the Servicer and the performance of the
transactions contemplated by this Supplement by the Servicer, have been duly
obtained, effected or given and are in full force and effect.
(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
71
<PAGE>
in this 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.
72
<PAGE>
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series 1998-1 Supplement to be duly executed by their respective
officers as of the day and year first above written.
FIRST USA BANK,
Transferor and Servicer
By: /s/ Suzanne Bachman
------------------------------
Name: Suzanne Bachman
Title: Vice President
THE BANK OF NEW YORK (DELAWARE),
Trustee
By: /s/ Reyne A. Macadaeg
------------------------------
Name: Reyne A. Macadaeg
Title: Assistant Vice President
<PAGE>
EXHIBIT A
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. R-1
$____________
Series Termination
Date: January 18, 2006 CUSIP NO. 337435DC2
FIRST USA CREDIT CARD MASTER TRUST CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1998-1
Evidencing an undivided interest in a trust, the corpus of which consists
of receivables generated from time to time in the ordinary course of business in
a portfolio of VISA/(R)/ and MasterCard/(R)//*/ credit card accounts generated
or to be generated by First USA Bank (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank or any affiliate thereof)
This certifies that CEDE & CO. (the "Certificateholder") is the registered
owner of a fractional undivided interest in the First USA Credit Card Master
Trust (the "Trust") issued pursuant to the Pooling and Servicing Agreement,
dated as of September 1, 1992 between the Bank, as Transferor (the
- --------------------
/*/ VISA/(R)/ and MasterCard/(R)/ are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
<PAGE>
"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
1998-1 Supplement (the "Series 1998-1 Supple ment"), dated as of May 21, 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 1998-1 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 1998-1" (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
A-2
<PAGE>
Class B Floating Rate Asset Backed Certificates, Series 1998-1 (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 1998-1 (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 $700,000,000. The Class A Invested
Amount for any monthly Distribution Date will be an amount equal to
$700,000,000, 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 5.73625% per
annum on the Class A Initial Invested Amount from May 21, 1998 through June 17,
1998, and for each Interest Period thereafter, the Class A Certificates will
bear
A-3
<PAGE>
interest at a per annum rate of 0.08% 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 June 18, 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 1998-1 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 June 18, 1998 and on each Distribution
Date thereafter until the Scheduled Series 1998-1 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 Collections of Principal
A-4
<PAGE>
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 1998-1
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
A-5
<PAGE>
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 May 2003 Distribution Date (the "Class A Scheduled Payment Date"). If the
aggregate principal amount of deposits made to the Principal Funding Account are
insufficient to pay in full the Class A Invested Amount on the Class A Scheduled
Payment Date the Rapid Amortization Period will commence and on each
Distribution Date thereafter until the Class A Invested Amount is paid in full,
the Class A Certificateholders will receive distributions of Class A Monthly
Principal and Class A Monthly Interest.
If a Pay Out Event occurs during the Accumulation Period, the Rapid
Amortization Period will commence and any amount on deposit in the Principal
Funding Account will be distributed to the Certificateholders of each Class of
Certificates, sequentially, in order of seniority, on the Distribution Date
following the Monthly Period in which the Rapid Amortization Period commences.
During the period beginning on the earlier of the day on which a Pay Out
Event occurs and the Class A Scheduled Payment Date if the Invested Amount is
not paid in full on such date, and ending on the earlier of (i) the date on
which the Class A Invested Amount, the Class B Invested
A-6
<PAGE>
Amount and the Excess Collateral Amount have been paid in full and (ii) the
Scheduled Series 1998-1 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 Certifi cates is due and
payable no later than January 18, 2006 (or if such day is not a Business Day,
the next succeeding Business Day) (the "Scheduled Series 1998-1 Termination
Date"). After the Scheduled Series 1998-1 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
evidencing like aggregate Undivided Interests, as requested by the Class A
Certificateholder surrendering such Class A Certificates.
A-7
<PAGE>
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 Certif icate 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 1998-1 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 1998-1 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
A-8
<PAGE>
notice of the substance of such amendment to each Class A Certificateholder.
A-9
<PAGE>
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be duly
executed on this 21st day of May, 1998.
FIRST USA BANK
By:
---------------------------------
Name: Suzanne Bachman
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: May 21, 1998
By:
---------------------------------
Name: Reyne A. Macadaeg
Title: Assistant Vice President
<PAGE>
EXHIBIT B
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF FIRST USA BANK
AND THE TRUSTEE THAT SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS
DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED ("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA,
(II) A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), (III) A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF A PLAN'S INVESTMENT IN THE ENTITY OR (V) A PERSON INVESTING "PLAN
ASSETS" OF ANY SUCH PLAN (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: January 18, 2006 CUSIP NO. 337435DD0
<PAGE>
FIRST USA CREDIT CARD MASTER TRUST CLASS B FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1998-1
Evidencing an undivided interest in a trust, the corpus of which consists of
receivables generated from time to time in the ordinary course of business in a
portfolio of VISA/(R)/ and MasterCard/(R)/* credit card accounts generated or to
be generated by First USA Bank (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank or any affiliate thereof)
This certifies that CEDE & CO. (the "Certificateholder") is the registered
owner of a fractional undivided interest in the First USA Credit Card Master
Trust (the "Trust") issued pursuant to the Pooling and Servicing Agreement,
dated as of September 1, 1992 between the Bank, as Transferor (the "Transferor")
and as Servicer (the "Servicer"), and The Bank of New York (Delaware), as
trustee (the "Trustee") of the Trust (the "Agreement"; such term to include any
Supplement or amendment thereto) as supplemented by the Series 1998-1 Supplement
(the "Series 1998-1 Supplement"), dated as of May 21, 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 1998-1 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,
- ----------------------
* VISA/(R)/ and MasterCard/(R)/ are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
B-2
<PAGE>
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 1998-1"
(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 1998-1 (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 1998-1 (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
B-3
<PAGE>
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 $63,253,000. The Class B Invested
Amount for any monthly Distribution Date will be an amount equal to (i)
$63,253,000, 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 5.90625% per
annum on the Class B Initial Invested Amount from May 21, 1998 through June 17,
1998 and for each Interest Period thereafter, the Class B Certificates will
bear interest at a per annum rate of 0.25% 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 June 18, 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 1998-1 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 Distribu-
B-4
<PAGE>
tion 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 June
18, 1998 and on each Distribution Date thereafter until the Scheduled Series
1998-1 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 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 1998-1
Termination Date. On each Transfer Date following the commencement of the
Accumulation Period, prior
B-5
<PAGE>
to the earlier of the payment of the Class A Invested Amount in full and the
commencement of the Rapid Amortization Period, the Trustee will deposit in the
Principal Funding Account an amount equal to the least of (a) Available Investor
Principal Collections with respect to the preceding Monthly Period, (b) the
applicable Controlled Deposit Amount and (c) the Class A Adjusted Invested
Amount prior to any such deposit on such day. Amounts in the Principal Funding
Account will be paid to the Class A Certificateholders on the Class A Scheduled
Payment Date. After the full amount of the Class A Invested Amount has been
deposited in the Principal Funding Account and beginning with the Transfer Date
related to the Class B Principal Commencement Date, prior to the commencement of
the Rapid Amortization Period, the Trustee will deposit in the Principal Funding
Account an amount equal to the least of (a) the Available Investor Principal
Collections with respect to the preceding Monthly Period remaining after
application thereof to the Class A Invested Amount, (b) the applicable
Controlled Deposit Amount (minus the Class A Monthly Principal with respect to
such Transfer Date) and (c) the Class B Adjusted Invested Amount prior to any
such deposit on such day. After payment in full of the Class A Invested Amount,
amounts in the Principal Funding Account will be paid to the Class B
Certificateholders on the Class B Scheduled Payment Date. After the full amount
of the sum of the Class A Invested Amount and the Class B Invested Amount has
been deposited in the Principal Funding Account, prior to the commencement of
the Rapid Amortization Period, the Trustee will deposit in the Principal Funding
Account an amount equal to the least of (a) the Available Investor Principal
Collections with respect to the preceding Monthly Period remaining after
application thereof to the Class A Invested Amount and the Class B Invested
Amount, (b) the applicable Controlled Deposit Amount (minus the Class A Monthly
Principal and the Class B Monthly Principal with respect to such Transfer Date)
and (c) the 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.
B-6
<PAGE>
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 May 2003 Distribution Date if the Class A Invested Amount is paid
in full, Available Investor Principal Collections and Excess Principal
Collections allocable to Series 1998-1 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 1998-1 are
insufficient to pay in full the Class B Invested Amount on the May 2003
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 A Invested Amount, the Class B Invested Amount and the Excess
Collateral Amount have been paid in full and (ii) the Scheduled Series 1998-1
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
B-7
<PAGE>
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 May 2003 Distribution Date and on each Distribution
Date during the Rapid Amortization Period beginning with the Class B Principal
Commencement Date, and thereafter until the payment in full of the Class B
Invested Amount or the termination of the Trust, the Percentage Allocation of
all collections of Principal Receivables and certain other amounts for the
preceding Monthly Period remaining after payment in full of the Class A Invested
Amount will be distributed to the Class B Certificateholders.
Subject to the Agreement, payments of principal are limited to the unpaid
Class B Invested Amount of the Class B Certificates, which may be less than the
unpaid balance of the Class B Certificates pursuant to the terms of the
Agreement. All principal of and interest on the Class B Certificates is due and
payable no later than January 18, 2006 (or if such day is not a Business Day,
the next succeeding Business Day) (the "Scheduled Series 1998-1 Termination
Date"). After the Series 1998-1 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
B-8
<PAGE>
authorized in writing, and thereupon one or more new Class B Certificates of
authorized denominations and for the same aggregate Undivided Interests will be
issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations therein set
forth, Class B Certificates are exchangeable for new Class B Certificates
evidencing like aggregate Undivided Interests, as requested by the Class B
Certificateholder surrendering such Class B Certificates. No service charge may
be imposed for any such exchange but the Transferor, Servicer, or Transfer Agent
and Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
The Transferor, the Servicer, the Trustee, the Paying Agent and the
Transfer Agent and Registrar, and any agent of any of them, may treat the person
in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Transferor, the Servicer, the Trustee, the Paying
Agent and the Transfer Agent and Registrar, nor any agent of any of them or of
any such agent, shall be affected by notice to the contrary except in certain
circumstances described in the Agreement.
The Agreement and any Supplement may be amended by the Transferor, the
Servicer and the Trustee, without the consent of certificateholders of any
Series then outstanding for any purpose, provided that (i) the Transferor shall
--------
deliver an opinion of counsel acceptable to the Trustee to the effect that such
amendment will not adversely affect in any material respect the interest of such
certificateholders, and (ii) such amendment will not result in a withdrawal or
reduction of the rating of any outstanding Series.
The Agreement and the Series 1998-1 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 1998-1 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
B-9
<PAGE>
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 afore said 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>
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 21st day of May, 1998.
FIRST USA BANK
By:
----------------------------
Name: Suzanne Bachman
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: May 21, 1998
By:
--------------------------------
Name: Reyne A. Macadaeg
Title: Assistant Vice President
<PAGE>
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 Trustee]
First USA Bank
---------------------------------------
[Name of Issuer]
The Bank of New York (Delaware)
---------------------------------------
[Name of Trustee]
May 21, 1998
--------------
[Date]
Attention: General Counsel's Office
The Depository Trust Company
55 Water Street; 49th Floor
New York, NY 10041-0099
Re: $700,000,000 Class A Floating Rate Asset Backed
---------------------------------------------------------
Certificates, Series 1998-1; $63,253,000 Class B Floating
---------------------------------------------------------
Rate Asset Backed Certificates, Series 1998-1
---------------------------------------------------------
[Issue Description]
Ladies and Gentlemen:
This letter sets forth our understanding with respect to certain matters
relating to the above-referenced issue (the "Securities"). Trustee will act as
trustee with respect to the Securities pursuant to a trust indenture dated as of
September 1, 1992* (the "Document"). Salomon Brothers Inc**:; is distributing
------------------------
["Underwriter"]
the Securities through The Depository Trust Company ("DTC").
To induce DTC to accept the Securities as eligible for deposit at DTC, and
to act in accordance with its Rules with respect to the Securities, Issuer and
Trustee make the following representations to DTC:
1. Prior to closing on the Securities on May 21, 1998, there shall be
deposited with DTC one Security certificate registered in the name of DTC's
nominee, Cede & Co., for each stated maturity of the Securities in the face
amounts set forth on Schedule A hereto, the total of
- ------------------------------
* As supplemented as of August 7, 1997
** As Representative for itself, Banc One Capital Corporation, Bear, Stearns &
Co. Inc. and Credit Suisse First Boston Corporation
<PAGE>
which represents 100% of the principal amount of such Securities. If, however,
the aggregate principal amount of any maturity exceeds $200 million, one
certificate will be issued with respect to each $200 million of principal amount
and an additional certificate will be issued with respect to any remaining
principal amount. Each Security certificate shall bear the following legend.
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
2. In the event of any solicitation of consents from or voting by holders
of the Securities, Issuer or Trustee shall establish a record date for such
purposes (with no provision for revocation of consents or votes by subsequent
holders) and shall send notice of such record date to DTC not less than 15
calendar days in advance of such record date. Notices to DTC pursuant to this
Paragraph by telecopy shall be sent to DTC's Reorganization Department at (212)
709-6896 or (212) 709-6897, and receipt of such notices shall be confirmed by
telephoning (212) 709-6870. Notices to DTC pursuant to this Paragraph by mail or
by any other means shall be sent to DTC's Reorganization Department as indicated
in Paragraph 4.
3. In the event of a full or partial redemption, Issuer or Trustee shall
send a notice to DTC specifying: (a) the amount of the redemption or refunding;
(b) in the case of a refunding, the maturity date(s) established under the
refunding; and (c) the date such notice is to be mailed to Security holders or
published (the "Publication Date"). Such notice shall be sent to DTC by a secure
means (e.g., legible telecopy, registered or certified mail, overnight delivery)
in a timely manner designed to assure that such notice is in DTC's possession no
later than the close of business on the business day before or, if possible, two
business days before the Publication Date. Issuer or Trustee shall forward such
notice either in a separate secure transmission for each CUSIP number or in a
secure transmission for multiple CUSIP numbers (if applicable) which includes a
manifest or list of each CUSIP number submitted in that transmission. (The party
sending such notice shall have a method to verify subsequently the use of such
means and the timeliness of such notice.) The Publication Date shall be not less
than 30 days 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 Steward Avenue
Garden City, NY 11530-4719
4. In the event of an invitation to tender the Securities (including
mandatory tenders, exchanges, and capital changes), notice by Issuer or Trustee
to Security holders specifying the terms of the tender and the Publication Date
of such notice shall be sent to DTC by a secure means in the manner set forth in
the preceding Paragraph. Notices to DTC pursuant to this Paragraph and notices
of other corporate actions by telecopy shall be sent to DTC's Reorganization
Department at (212) 709-1093
2
<PAGE>
or (212) 709-1094, and receipt of such notices shall be confirmed by telephoning
(212) 709-6884. Notices to DTC pursuant to the above by mail or by any other
means shall be sent to:
Manager: Reorganization Department
Reorganization Window
The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, NY 10004-2695
5. All notices and payment advices sent to DTC shall contain the CUSIP
number of the Securities.
6. Trustee shall send DTC written notice with respect to the dollar amount
per $1,000 original face value (or other minimum authorized denomination if less
than $1,000 face value) payable on each payment date allocated as to the
interest and principal portions thereof preferably 5, but not less than 2,
business days prior such payment date. Such notices, which shall also contain
the current pool factor, any special adjustments to principal/interest rates
(e.g, adjustments due to deferred interest or shortfall), and Trustee contact's
name and telephone number, shall be sent by telecopy to DTC's Dividend
Department at (212) 709-1723, or if by mail or by any other means to:
Manager: Announcements
Dividend Department
The Depository Trust Company
7 Hanover Square, 22nd Floor
New York, NY 10004-2695
7. [Note: Issuer must represent one of the following, and cross out the
other:] [The interest accrual period is payment date to payment date.]
8. Trustee must provide DTC, no later than noon (Eastern Time) on the
payment date, CUSIP numbers for each issuer for which payment is being sent, as
well as the dollar amount of the payment for each issue. Notification of payment
details should be sent using automated communications.
9. Interest payments and principal payments that are part of periodic
principal-and-interest payments shall be received by Cede & Co., as nominee of
DTC, or its registered assigns in same-day funds, no later than 2:30 p.m.
(Eastern Time) on each payment date (in accordance with existing arrangements
between Issuer or Trustee and DTC). Absent any other arrangements between Issuer
or Trustee and DTC, such funds shall be wired as follows:
The Chase Manhattan Bank
ABA 021000021
For credit to A/C The Depository Trust Company
Dividend Deposit Account 066-026776
Issuer or Trustee shall provide interest payment information to a standard
announcement service subscribed to by DTC. In the unlikely event that no such
service exists, Issuer or Trustee shall provide interest payment information
directly to DTC in advance of the interest payment date as soon as the
information is available. This information should be conveyed directly to DTC
electronically. If electronic transmission is not available, absent any other
arrangements between Trustee and DTC, such information should be sent by
telecopy to DTC's Dividend Department at (212) 709-1723 or
3
<PAGE>
(212) 709-1686, and receipt of such notices shall be confirmed by telephoning
(212) 709-1270. Notices to DTC pursuant to the above by mail or by any other
means shall be sent to:
Manager, Announcements
Divided Department
The Depository Trust Company
7 Hanover Square, 22nd Floor
New York, NY 10004-2695
10. DTC shall receive maturity and redemption payments allocated with
respect to each CUSIP number on the payable date in same-day funds by 2:30 p.m.
(Eastern Time). Absent any other arrangements between Trustee and DTC, such
payments shall be wired as follows:
The Chase Manhattan Bank
ABA 021000021
For credit to A/C The Depository Trust Company
Redemption Account 066-027306
in accordance with existing SDFS payment procedures in the manner set forth in
DTC's SDFS Paying Agent Operating Procedures, a copy of which has previously
been furnished to Trustee.
11. DTC shall receive all reorganization payments and CUSIP-level detail
resulting from corporate actions (such as tender offers, remarketings, or
mergers) on the first payable date in same-day funds by 2:30 p.m. (Eastern
Time). Absent any other arrangements between Trustee and DTC, such payments
shall be wired as follows:
The Chase Manhattan Bank
ABA 021000021
For credit to A/C The Depository Trust Company
Reorganization Account 066-027608
12. DTC may direct Issuer or Trustee to use any other number or address as
the number or address to which notices or payments of interest or principal may
be sent.
13. In the event of a redemption, acceleration, or any other similar
transaction (e.g., tender made and accepted in response to Issuer's or Trustee's
invitation) necessitating a reduction in the aggregate principal amount of
Securities outstanding or an advance refunding of part of the Securities
outstanding, DTC, in its discretion: (a) may request Issuer or Trustee to issue
and authenticate a new Security certificate; or (b) may make an appropriate
notation on the Security certificate indicating the date and amount of such
reduction in principal except in the case of final maturity, in which case the
certificate will be presented to Issuer or Trustee prior to payment, if
required.
14. In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certificated Securities, Issuer or Trustee
shall notify DTC of the availability of certificates. In such event, Issuer or
Trustee shall issue, transfer, and exchange certificates in appropriate amounts,
as required by DTC and others.
15. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Trustee (at which time DTC will confirm with Issuer or Trustee the aggregate
principal amount of Securities outstanding). Under such circumstances, at DTC's
request Issuer and Trustee shall cooperate fully with DTC by taking
-4-
<PAGE>
Rider 5A
- --------
19. The terms "trust indenture" and "Indenture" are hereby replaced wherever
they appear in the Letter of Representations with the term "Pooling and
Servicing Agreement."
20. The term "Securities" is hereby replaced wherever it appears in the Letter
of Representations with the term "Certificates."
<PAGE>
appropriate action to make available one or more separate certificates
evidencing Securities to any DTC Participant having Securities credited to its
DTC accounts.
16. Issuer: (a) understands that DTC has no obligation to, and will not,
communicate to its Participants or to any person having an interest in the
Securities any information contained in the Security 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.
17. Nothing herein shall be deemed to require Trustee to advance funds on
behalf of Issuer.
18. Rider 5A is incorporated herein.
Notes:
- ------
A. If there is a Trustee (as defined in Very truly yours,
this Letter of Representations), Trustee
as well as Issuer must sign this Letter. First USA Bank
If there is no Trustee, in signing -----------------------------------
this Letter Issuer itself undertakes to (Issuer)
perform all of the obligations set
forth herein. By: /s/ Suzanne Bachman
--------------------------------
B. Schedule B contains statements that DTC (Authorized Officer's Signature)
believes accurately describe DTC, the
method of effecting book-entry transfers
of securities distributed through DTC, The Bank of New York (Delaware)
and certain related matters. -----------------------------------
(Trustee)
Received and Accepted:
THE DEPOSITORY TRUST COMPANY By: /s/ Reyne A. Macadaeg
--------------------------------
(Authorized Officer's Signature)
By: /s/ Richard B. Nessin
--------------------------------
cc: Underwriter
Underwriter's Counsel
5
<PAGE>
SCHEDULE A
(Describe Issue)
First USA Credit Card Master Trust
$700,000,000 Class A Floating Rate Asset Backed
Certificates, Series 1998-1
$63,253,000 Class B Floating Rate Asset Backed
Certificates, Series 1998-1
<TABLE>
<CAPTION>
CUSIP Principal Amount Maturity Date Interest Rate
- --------- ---------------- ---------------- -----------------
<S> <C> <C> <C>
337435DC2 $200,000,000 January 18, 2006 0.08% above LIBOR
337435DC2 $200,000,000 January 18, 2006 0.08% above LIBOR
337435DC2 $200,000,000 January 18, 2006 0.08% above LIBOR
337435DC2 $100,000,000 January 18, 2006 0.08% above LIBOR
337435DD0 $ 63,253,000 January 18, 2006 0.25% above LIBOR
</TABLE>
<PAGE>
SCHEDULE B
SAMPLE OFFICIAL STATEMENT LANGUAGE
DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
(Prepared by DTC--bracketed material may be applicable only to certain issues)
1. The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the securities (the "Securities"). The Securities
will be issued as fully-registered securities registered in the name of Cede &
Co. (DTC's partnership nominee). One fully-registered Security certificate will
be issued for [each issue of] the Securities, [each] in the aggregate principal
amount of such issue, and will be deposited with DTC. [If, however, the
aggregate principal amount of [any] issue exceeds $200 million, one certificate
will be issued with respect to each $200 million of principal amount and an
additional certificate will be issued with respect to any remaining principal
amount of such issue.]
2. DTC is a limited-purpose trust company organized under the New York
Banking Law, a banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Participants")
deposit with DTC. DTC also facilitates the settlement among Participants of
securities transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in Participants' accounts,
thereby eliminating the need for physical movement of securities certificates.
Direct Participants include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is owned
by a number of its Direct Participants and by the New York Stock Exchange, Inc.,
the American Stock Exchange, Inc., and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as
securities brokers and dealers, banks, and trust companies that clear through or
maintain a custodial relationship with a Direct Participant, either directly or
indirectly ("Indirect Participants"). The Rules applicable to DTC and its
Participants are on file with the Securities and Exchange Commission.
3. Purchases of Securities under the DTC system must be made by or
through Direct Participants, which will receive a credit for the Securities on
DTC's records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books
of Participants acting on behalf of Beneficial Owners. Beneficial Owners will
not receive certificates representing their ownership interests in Securities,
except in the event that use of the book-entry system for the Securities is
discontinued.
4. To facilitate subsequent transfers, all Securities deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Securities with DTC and their registration in the
name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Securities; DTC's records
reflect only the identity of the Direct Participants to whose accounts such
Securities are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
5. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
[6. Redemption notices shall be sent to Cede & Co. If less than all of
the Securities within an issue are being redeemed, DTC's practice is to
determine by lot the amount of the interest of each Direct Participant in such
issue to be redeemed.]
<PAGE>
7. Neither DTC nor Cede & Co. will consent or vote with respect to
Securities. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as
soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts the
Securities are credited on the record date (identified in a listing attached to
the Omnibus Proxy).
8. Principal and interest payments on the Securities will be made to DTC.
DTC's practice is to credit Direct Participants' accounts on payable date in
accordance with their respective holdings shown on DTC's records unless DTC has
reason to believe that it will not receive payment on payable date. Payments by
Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of such Participant and not of DTC, Trustee, or Issuer, subject
to any statutory or regulatory requirements as may be in effect from time to
time. Payment of principal and interest to DTC is the responsibility of Issuer
or Trustee, disbursement of such payments to Direct Participants shall be the
responsibility of DTC, and disbursement of such payments to the Beneficial
Owners shall be the responsibility of Direct and Indirect Participants.
[9. A Beneficial Owner shall give notice to elect to have its Securities
purchased or tendered, through its Participant, to Trustee [or Tender/
Remarketing Agent], and shall effect delivery of such Securities by
causing the Direct Participant to transfer the Participant's interest in the
Securities, on DTC's records, to Trustee [or Tender/Remarketing Agent]. The
requirement for physical delivery of Securities in connection with an optional
tender or a mandatory purchase will be deemed satisfied when the ownership
rights in the Securities are transferred by Direct Participants on DTC's records
and followed by a book-entry credit of tendered Securities to Trustee [or
Tender/Remarketing Agent's], DTC account.]
10. DTC 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>
REPRESENTATIONS FOR DEPOSIT/WITHDRAWAL AT CUSTODIAN ("DWAC") --
to be included in DTC Letter of Representations
------------------------------------------------
The Security certificate(s) shall remain in Agent's custody as a "Balance
Certificate" subject to the provisions of the Balance Certificate Agreement
between Agent and DTC currently in effect.
On each day on which Agent is open for business and on which it receives an
instruction originated by a Participant through DTC's Deposit/Withdrawal at
Custodian ("DWAC") system to increase the Participant's account by a specified
number of shares, units, or obligations (a "Deposit Instruction"), Agent shall,
before 6:30 p.m. (Eastern Time) that day, either approve or cancel the Deposit
Instruction through the DWAC system.
On each day on which Agent is open for business and on which it receives an
instruction originated by a Participant through the DWAC system to decrease the
Participant's account by a specified number of shares, units, or obligations (a
"Withdrawal Instruction"), Agent shall, before 6:30 p.m. (Eastern Time) that
day, either approve or cancel the Withdrawal Instruction through the DWAC
system.
Agent agrees that its approval of a Deposit or Withdrawal Instruction shall
be deemed to be the receipt by DTC of a new, reissued or reregistered
certificated security on registration of transfer to the name of Cede & Co., for
the quantity of Securities evidenced by the Balance Certificate after the
Deposit or Withdrawal Instruction is effected.
[2/98]
<PAGE>
EXHIBIT D
MONTHLY ALLOCATIONS AND PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
FIRST USA BANK
-----------------------------------------------
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1998-1
-----------------------------------------------
Monthly Period:
Distribution Date:
Transfer Date:
The undersigned, a duly authorized representative of First USA Bank (the "Bank")
as Servicer, pursuant to the Pooling and Servicing Agreement dated as of
September 1, 1992 (the "Pooling and Servicing Agreement") and the Series 1998-1
Supplement dated May 21, 1998 (the "Supplement") by and between the Bank and The
Bank of New York (Delaware), as Trustee (the "Trustee"), does hereby certify as
follows:
I. Capitalized terms used in this Certificate have their respective
meanings set forth in the Pooling and Servicing Agreement; provided,
that the preceding "Monthly Period" shall mean the Monthly Period
immediately preceding the calendar month in which this Certificate is
delivered. References herein to certain sections and subsections are
references to the respective sections and subsections of the Pooling
and Servicing Agreement. This Certificate is delivered pursuant to
Section 4.09 of the Pooling and Servicing Agreement.
II. The Bank is Servicer under the Pooling and Servicing Agreement.
III The undersigned is a Servicing Officer.
IV. The date of this notice is a Determination Date under the Pooling and
Servicing Agreement.
I. INSTRUCTION TO MAKE A WITHDRAWAL.
---------------------------------
Pursuant to Section 4.09, the Servicer does hereby instruct the Trustee (i)
to make a withdrawal from the Finance Charge Account on the above
referenced Transfer Date under the Pooling and Servicing Agreement, in an
aggregate amount as set forth below
<PAGE>
in respect of the following amounts and (ii) to apply the proceeds of such
withdrawal in accordance with Section 4.05:
1. A. Class A Finance Charge Allocations
Principal Funding Investment Proceeds N/A
Reserve Account Withdrawals N/A
--------
Total Class A Available Funds
B. Pursuant to subsections 4.09(a)(i):
-----------------------------------
1. Interest to be paid to Certificateholders at the
Certificate Rate for the Interest Period on the
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 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
D-2
<PAGE>
B. Pursuant to subsections 4.09(b)(i):
-----------------------------------
1. Interest to be paid to Certificateholders at the Certificate
Rate for the Interest Period on the Invested Amount
(Actual/360)
Class B
2. Overdue Interest
3. Default Interest
C. Pursuant to subsection 4.09(b)(ii):
-----------------------------------
Class B Monthly Servicing Fee for the preceding
Monthly Period if First USA Bank is no longer Servicer
--------
D. Pursuant to subsection 4.09(b)(iii):
------------------------------------
Amount constituting Excess Finance Charge Collections
distributed per 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 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
========
D-3
<PAGE>
II. APPLICATION OF EXCESS FINANCE CHARGE COLLECTIONS
------------------------------------------------
Pursuant to Section 4.13, the Servicer hereby instructs the Trustee to
apply Excess Finance Charge Collections, determined pursuant to the
provisions of Section 4.09, in the following priority:
A. Pursuant to subsection 4.13(a):
-------------------------------
The Class A Required Amount applied in accordance with
subsection 4.09(a)
B. Pursuant to subsection 4.13(b):
-------------------------------
Amount of Class A Investor Charge-Offs
not previously reimbursed
C. Pursuant to subsection 4.13(c):
-------------------------------
Amount equal to unpaid Class B Monthly Interest Due
on the Class B Outstanding Principal Balance
D. Pursuant to subsection 4.13(d):
-------------------------------
Class B Investor Default Amount for the preceding
Monthly Period
E. Pursuant to subsection 4.13(e):
-------------------------------
Reimbursement of Class B Invested Amount which has
been reduced for reasons other than principal payments
F. Pursuant to subsection 4.13(f):
-------------------------------
1. 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
D-4
<PAGE>
G. Pursuant to subsection 4.13(g):
-------------------------------
Unpaid Investor Monthly Servicing Fee for the preceding
Monthly Period to be paid to First USA Bank
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
D-5
<PAGE>
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)
--------
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
========
D-6
<PAGE>
IV. TRUSTEE DISBURSEMENT SUMMARY
----------------------------
(1) Investor Monthly Servicing Fee paid to First USA Bank
(2) Total Default Amounts paid to First USA Bank
(3) Monthly Principal Collections to First USA Bank
--------
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 C funds to be allocated
========
------------------
D-7
<PAGE>
EXHIBIT E
MONTHLY CERTIFICATEHOLDERS' STATEMENT
FIRST USA BANK
-----------------------------------------------
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1998-1
-----------------------------------------------
Monthly Period:
Distribution Date:
Transfer Date:
Under Section 5.02 of the Pooling and Servicing Agreement dated as of September
1, 1992 (the "Pooling and Servicing Agreement") by and between First USA Bank
(the "Bank") and The Bank of New York (Delaware), as trustee (the "Trustee") the
Bank, as Servicer, is required to prepare certain information each month
regarding current distributions to Certificateholders and the performance of the
First USA Credit Card Master Trust (the "Trust") during the previous month. The
information which is required to be prepared with respect to the Distribution
Date noted above and with respect to the performance of the Trust during the
month noted above is set forth below. Certain information is presented on the
basis of an original principal amount of $1,000 per Series 1998-1 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.
<PAGE>
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
E-2
<PAGE>
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
E-3
<PAGE>
(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
E-4
<PAGE>
D. Delinquent Balances.
--------------------
The aggregate amount of outstanding balances in the
Accounts which were delinquent as of the end of the day
on the last day of the Monthly Period
(a) 35 - 64 days
(b) 65 - 94 days
(c) 95 - 124 days
(d) 125 - 154 days
(e) 155 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
========
E-5
<PAGE>
(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
E-6
<PAGE>
J. The Portfolio Yield
-------------------
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
----------------------
E-7
<PAGE>
The Controlled Deposit Amount for the previous
Monthly Period N/A
Less: The amount deposited into the Principal Funding
Account for the Previous Monthly Period N/A
--------
Accumulation Shortfall N/A
========
Aggregate Accumulation Shortfalls N/A
========
D. Principal Funding Investment Shortfall
--------------------------------------
Covered Amount N/A
Less: Principal Funding Investment Proceeds N/A
--------
Principal Funding Investment Shortfall N/A
4. Information Regarding the Reserve Account
A. Required Reserve Account Analysis
(a) Required Reserve Account Amount percentage
(0.5% of Class A Invested Amount or other amount
designated by Transferor)
(b) Required Reserve Account Amount ($)
(c) Required Reserve Account Balance after effect of
any transfers on the Related Transfer Date
(d) Reserve Draw Amount transferred to the Finance
Charge Account on the Related Transfer Date
B. Reserve Account Investment Proceeds
-----------------------------------
Reserve Account Investment Proceeds transferred to the
Finance Charge Account on the Related Transfer Date N/A
E-8
<PAGE>
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
E-9
<PAGE>
EXHIBIT F
[DATE]
First USA Bank
201 North Walnut Street
Wilmington, Delaware 19801
The Bank of New York (Delaware)
White Clay Center
Route 273
Newark, Delaware 19711
Re: Excess Collateral, Series 1998-1
------------------------------------------
Ladies and Gentlemen:
In connection with our proposed purchase of $______ in principal amount of
First USA Credit Card Master Trust, Excess Collateral, Series 1998-1 (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 1998-1 Supplement dated as of May 21, 1998
(the "Series 1998-1 Supplement" and together with the Pooling and Servicing
Agreement, the "Pooling and Servicing Agreement"), each by and between First
USA Bank, as transferor and servicer, and The Bank of New York (Delaware)
relating to the 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
<PAGE>
compliance with such restrictions and conditions including but not limited to
those in Section 11 of the Series 1998-1 Supplement.
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.
F-2
<PAGE>
6. We are a person who is either (A)(i) a citizen or resident of the
United States, (ii) a corporation or other entity organized in or under the laws
of the United States or any political subdivision thereof or (iii) a person not
described in (i) or (ii) whose ownership of the 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 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 1998-1 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.
F-3
<PAGE>
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.
(S)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 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
F-4
<PAGE>
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-5
<PAGE>
EXHIBIT 99.2
- --------------------------------------------------------------------------------
FIRST USA BANK
Transferor and Servicer
and
THE BANK OF NEW YORK (DELAWARE)
on behalf of the Certificateholders
_____________________________
SERIES 1998-2 SUPPLEMENT
Dated as of May 21, 1998
to
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1992, as amended
_____________________________
$697,592,000
FIRST USA CREDIT CARD MASTER TRUST
Series 1998-2
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
Page
----
SECTION 1. Designation................................................ 1
SECTION 2. Definitions................................................ 2
SECTION 3. Reassignment and Transfer Terms............................ 30
SECTION 4. Delivery and Payment for the Series 1998-2
Certificates.............................................. 30
SECTION 5. Depositary; Form of Delivery of the Series
1998-2 Certificates....................................... 31
SECTION 6. Article IV of Agreement.................................... 31
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.04 Rights of Certificateholders........................... 33
Section 4.05 Collections and Allocation............................. 33
Section 4.06 Determination of Monthly Interest for the
Series 1998-2 Certificates............................. 39
Section 4.07 Determination of Monthly Principal..................... 41
Section 4.08 Coverage of Required Amount for the
Investor Certificates.................................. 43
Section 4.09 Monthly Payments....................................... 44
Section 4.10 Payment of Certificate Interest........................ 50
Section 4.11 [Reserved]............................................. 50
Section 4.12 Investor Charge-Offs................................... 50
Section 4.13 Excess Finance Charge Collections for
the Series 1998-2 Certificates......................... 52
i
<PAGE>
Section 4.14 Reallocated Principal Collections for the
Series 1998-2 Certificates............................. 55
Section 4.15 Determination of LIBOR................................. 57
Section 4.16 Principal Funding Account.............................. 58
Section 4.17 Reserve Account........................................ 59
SECTION 7. Article V of the Agreement................................. 62
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
Section 5.01 Distributions.......................................... 62
Section 5.02 Monthly Certificateholders' Statement.................. 64
SECTION 8. Article VI of the Agreement................................ 66
ARTICLE VI
THE CERTIFICATES
Section 6.15 Global Certificates.................................... 67
Section 6.16 Exchange of Temporary Global Certificates
for Permanent Global Certificates...................... 68
Section 6.17 Exchange of Permanent Global Certificates
for Bearer Certificates................................ 70
Section 6.18 Monthly Payment Coupons................................ 71
SECTION 9. Series 1998-2 Pay Out Events............................... 72
SECTION 10. Series 1998-2 Termination.................................. 76
SECTION 11. Periodic Finance Charges and Other Fees.................... 76
SECTION 12. Transfers of Excess Collateral Amount...................... 76
SECTION 13. Compliance with Withholding Requirements................... 79
ii
<PAGE>
SECTION 14. Tax Characterization of the Excess Collateral.............. 80
SECTION 15. Amendment and Ratification of Agreement.................... 80
SECTION 16. Counterparts............................................... 80
SECTION 17. GOVERNING LAW.............................................. 81
SECTION 18. Additional Representations and Warranties of
the Servicer.............................................. 81
iii
<PAGE>
EXHIBITS
EXHIBIT A-1 Form of Class A Temporary Global Certificate
EXHIBIT A-2 Form of Class A Permanent Global Certificate
EXHIBIT A-3 Form of Class A Bearer Certificate
EXHIBIT B-1 Form of Class B Temporary Global Certificate
EXHIBIT B-2 Form of Class B Permanent Global Certificate
EXHIBIT B-3 Form of Class B Bearer Certificate
EXHIBIT C Form of Monthly Allocations and Payment In-
structions and Notification to the Trustee
EXHIBIT D Form of Monthly Certificateholders' Statement
EXHIBIT E-1 Form of Class [A/B] Interest Coupon
EXHIBIT E-2 Form of Class [A/B] Special Coupon
EXHIBIT E-3 Form of Monthly Payment Coupon
EXHIBIT F-1 Form of Certificate to be given to the Trustee
by the A/B Paying Agent
EXHIBIT F-2 Form of Certificate to be delivered to the A/B
Paying Agent by a beneficial owner of Certifi-
cates
EXHIBIT G Form of Transferee Representation Letter
iv
<PAGE>
SERIES 1998-2 SUPPLEMENT, dated as of May 21, 1998 (this "Series
------
Supplement") by and between FIRST USA BANK, a Delaware chartered banking
- ----------
corporation, as Transferor and Servicer, and THE BANK OF NEW YORK (DELAWARE),
as Trustee under the Pooling and Servicing Agreement dated as of September 1,
1992 between FIRST USA BANK, as Transferor and Servicer, and the Trustee, as
amended (the "Agreement").
---------
Section 6.09 of the Agreement provides, among other things, that the
Transferor and the Trustee may at any time and from time to time enter into a
supplement to the Agreement for the purpose of authorizing the issuance by the
Trustee to the Transferor for the execution and redelivery to the Trustee for
authentication of one or more Series of Certificates. The Transferor has
tendered the Exchange Notice required by subsection 6.09(b) of the Agreement and
hereby enters into this Series Supplement with the Trustee as required by
subsection 6.09(c) of the Agreement to provide for the issuance, authentication
and delivery of the 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 1998-2 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 1998-2 Certificates." The
--------------------------
Series 1998-2 Certificates shall be issued in three Classes, two of which shall
be designated generally as the Class A Floating Rate Asset Backed Certificates,
Series 1998-2 (the "Class A Certificates") and the Class B Floating Rate Asset
--------------------
Backed Certificates, Series 1998-2 (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 1998-2 (the
"Excess Collateral") and which shall be treated as a Class of "Investor Certifi-
-----------------
cates" for all purposes under the Agreement and this Series Supplement;
provided, however, that the provisions
- -------- -------
<PAGE>
of subsection 6.09(b) with respect to the delivery of an Opinion of Counsel to
the effect that a newly issued Series of Investor Certificates will be treated
as debt for Federal income tax purposes 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 subsec tions 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
1998-2 Certificates and to no other Series of Certificates issued by the Trust.
"A/B Distribution Account" shall have the meaning specified in
------------------------
subsection 4.02(c) of the Agreement.
"A/B Paying Agent" shall mean, with respect to the Class A
----------------
Certificates and the Class B Certificates, The Bank of New York, London Branch,
or any successor thereto.
"Accumulation Period" shall mean, unless a Pay Out Event shall have
-------------------
occurred prior thereto, the period commencing at the close of business on May
31, 2007 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 1998-2
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 1998-2) which are not expected to be in
their
2
<PAGE>
revolving periods during such Monthly Period, and (c) the initial invested
amounts of all other outstanding Series which are not allocating Excess
Principal Collections and are expected to be in their revolving periods during
such Monthly Period.
"Accumulation Period Length" shall have the meaning assigned such term
--------------------------
in subsection 4.09(i) of the Agreement.
"Accumulation Shortfall" shall initially mean zero and shall
----------------------
thereafter mean, with respect to any Monthly Period during the Accumulation
Period, the excess, if any, of the Controlled Deposit Amount for the previous
Monthly Period over the amount deposited into the Principal Funding Account
pursuant to subsections 4.09(e)(i), 4.09(e)(ii) and 4.09(e)(iii) of the
Agreement with respect to the Series 1998-2 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, as Transferor and Servicer, and the
Trustee, as amended.
"Amortization Period" shall mean, with respect to the Series 1998-2
-------------------
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 1998-2
Termination Date.
"Available Investor Principal Collections" shall mean, with respect to
----------------------------------------
any Monthly Period, an amount equal to (a) the sum of (i) an amount equal,
during the Revolving Period, to the Floating Allocation Percentage or, during
the Amortization Period, to the Fixed/Floating
3
<PAGE>
Allocation Percentage of Collections of Principal Receivables with respect to
such Monthly Period, (ii) any Unallocated Principal Collections allocated to the
Investor Certificates on deposit in the Principal Account on the following
Distribution Date, (iii) the amount, if any, of Collections of Finance Charge
Receivables and Excess Finance Charge Collections to be distributed pursuant to
subsection 4.09(a)(iii) with respect to the following Distribution Date, and
(iv) the amount, if any, of Excess Finance Charge Collections to be distributed
pursuant to subsections 4.13(b), (d), (e), (h) and (i) on the following Transfer
Date, minus (b) the amount of Reallocated Principal Collections with respect to
-----
such Monthly Period which are required to fund a deficiency pursuant to Section
4.14 for such Distribution Date, if any.
"Available Reserve Account Amount" shall mean, with respect to any
--------------------------------
Transfer Date, the lesser of (a) the 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
4
<PAGE>
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.
"Bearer Certificates" shall have the meaning specified in subsection
-------------------
6.17 of the Agreement.
"Business Day" shall mean, for the purpose of determining LIBOR, any
------------
day other than a Saturday, Sunday or day on which banking institutions in
London, England, trading in Dollar deposits in the London interbank market, or
banking institutions in New York, New York, or in 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 June 11, 1998 and the second Business
----------------
Day (as defined for purposes of determining LIBOR) prior to the 15th day of each
calendar month thereafter, or if such 15th day is not a Business Day, the next
succeeding Business Day.
"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
5
<PAGE>
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 Bearer Certificates" shall have the meaning specified in
---------------------------
subsection 6.17 of the Agreement.
"Class A Certificate Rate" shall mean a per annum rate of 0.125% below
------------------------
LIBOR as determined (i) on May 19, 1998 for the period from and including the
Closing Date through and including June 17, 1998 and (ii) on the related LIBOR
Determination Date with respect to each Interest Period thereafter.
"Class A Certificateholder" shall mean the Person who holds a Class A
-------------------------
Global Certificate or a Class A Bearer Certificate.
"Class A Certificateholders' Interest" shall mean the portion of the
------------------------------------
Series 1998-2 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
-------- -------
6
<PAGE>
Period, the Class A Floating Allocation Percentage shall mean the percentage
equivalent of a fraction, the numerator of which is the Class A Initial
Invested Amount and the denominator of which is the total amount of Principal
Receivables in the Trust on the Closing Date; provided further, that with
-------- -------
respect to any Monthly Period in which an Addition Date or a Removal Date occurs
and the Servicer need not make daily deposits of Collections into the Collection
Account, the denominator in the definition of the Class A Floating Allocation
Percentage shall be the Average Principal Balance; provided further, that with
-------- -------
respect to any Monthly Period in which an Addition Date or Removal Date occurs
and the Servicer is required to make daily deposits of Collections into the
Collection Account, the denominator in the definition of the Class A Floating
Allocation Percentage shall be (1) the aggregate amount of Principal Receivables
in the Trust at the end of the day on the last day of the prior Monthly Period
for the period from and including the first day of such Monthly Period to but
excluding the related Addition Date or Removal Date, as applicable, and (2) the
aggregate amount of Principal Receivables in the Trust at the end of the day on
the related Addition Date or Removal Date, as applicable, for the period from
such Addition Date to and including the last day of such Monthly Period.
"Class A Global Certificate" shall mean each of the Class A Temporary
--------------------------
Global Certificate and the Class A Permanent Global Certificate.
"Class A Initial Invested Amount" shall mean the aggregate initial
-------------------------------
principal amount of the Class A Certificates, which is $579,000,000.
"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 Agree ment prior to such
day.
7
<PAGE>
"Class A Investor Charge-Offs" shall have the meaning specified in
----------------------------
subsection 4.12(a) of the Agreement.
"Class A Investor Default Amount" shall mean, with respect to each
-------------------------------
Distribution Date and each Receivable in an Account which became a Defaulted
Account during the related Monthly Period, an amount equal to the product of the
aggregate Default Amount for the related Monthly Period and the applicable Class
A Investor Percentage for the related Monthly Period.
"Class A Investor Percentage" shall mean for any Monthly Period, (a)
---------------------------
with respect to Defaulted Receivables and Finance Charge Receivables at any
time and Principal Receivables during the Revolving Period, the Class A Floating
Allocation Percentage, and (b) with respect to Principal Receivables during the
Amortization Period, the Fixed/Floating Allocation Percentage.
"Class A Monthly Interest" shall mean the monthly interest
------------------------
distributable in respect of the Class A Certificates as calculated in accordance
with subsection 4.06(a) of the Agreement.
"Class A Monthly Principal" shall mean the monthly principal
-------------------------
distributable in respect of the Class A Certificates as calculated in accordance
with subsection 4.07(a) of the Agreement.
"Class A Monthly Servicing Fee" shall mean, with respect to any
-----------------------------
Distribution Date, one-twelfth of the product of the Series Servicing Fee
Percentage and the Class A Adjusted Invested Amount on the last day of the
preceding Monthly Period; provided, however, that with respect to the initial
-------- -------
Monthly Period the Class A Monthly Servicing Fee shall be $261,740.
"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 Permanent Global Certificate" shall have the meaning
------------------------------------
specified in subsection 6.15(a) of the Agreement.
8
<PAGE>
"Class A Required Amount" shall have the meaning specified in Section
-----------------------
4.08 of the Agreement.
"Class A Scheduled Payment Date" shall mean the June 2008 Distribution
------------------------------
Date.
"Class A Temporary Global Certificate" shall have the meaning
------------------------------------
specified in subsection 6.15(a) of the Agreement.
"Class B Account Percentage" shall mean, with respect to any
--------------------------
Determination Date, the percentage equivalent of a fraction, the numerator of
which is the aggregate amount deposited in the Principal Funding Account on
prior Transfer Dates pursuant to subsection 4.09(e)(ii) and the denominator of
which is the aggregate amount on deposit in the Principal Funding Account as of
the last day of the preceding Monthly Period.
"Class B Adjusted Invested Amount" shall mean, with respect to any
--------------------------------
date of determination, an amount not less than zero equal to the Class B
Invested Amount minus the excess, if any, of the Principal Funding Account
-----
Balance over the Class A Invested Amount on such date of determination.
"Class B Available Funds" shall mean, with respect to any Monthly
-----------------------
Period, an amount equal to the sum of (a) the Class B Floating Allocation
Percentage of the Collections of Finance Charge Receivables in respect of such
Monthly Period and (b) with respect to any Monthly Period during the
Accumulation Period prior to the payment 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 Bearer Certificates" shall have the meaning specified in
---------------------------
Section 6.17 of the Agreement.
9
<PAGE>
"Class B Certificate Rate" shall mean a per annum rate of 0.125% below
------------------------
LIBOR as determined (i) on May 19, 1998 for the period from and including the
Closing Date through and including June 17, 1998 and (ii) on the related LIBOR
Determination Date with respect to each Interest Period thereafter.
"Class B Certificateholder" shall mean the Person who holds a Class B
-------------------------
Global Certificate or a Class B Bearer Certificate.
"Class B Certificateholders' Interest" shall mean the portion of the
------------------------------------
Series 1998-2 Certificateholders' Interest evidenced by the Class B
Certificates.
"Class B Certificates" shall mean any of the certificates executed by
--------------------
the Transferor and authenticated by or on behalf of the Trustee, substantially
in the form of Exhibit B hereto.
"Class B Default Interest" shall have the meaning specified in
------------------------
subsection 4.06(b) of the Agreement.
"Class B Fixed/Floating Allocation Percentage" shall mean for any
--------------------------------------------
Monthly Period during the Amortization Period the percentage equivalent of a
fraction, the numerator of which is the Class B Invested Amount at the end of
the last day of the Revolving Period and the denominator of which is the greater
of (a) the total amount of Principal Receivables in the Trust at the end of the
last day of the preceding Monthly Period and (b) the sum of the numerators used
to calculate fixed/floating allocation percentages with respect to all Series
then outstanding on the applicable Distribution Date; provided, however, that
-------- -------
with respect to any Monthly Period in which an Addition Date or Removal Date
occurs and the Servicer need not make daily deposits of Collections into the
Collection Account, the denominator determined pursuant to clause (a) shall be
the Average Principal Balance; provided further, however, that with respect to
-------- ------- -------
any Monthly Period in which an Addition Date or Removal Date occurs and the
Servicer is required to make daily deposits of Collections into the Collection
Account, the denominator determined pursuant to clause (a) hereof shall be (1)
the aggregate amount of Principal Receivables in the Trust at the end of the day
on the last day of the prior Monthly Period for the period from
10
<PAGE>
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 the period from and including such Addition
Date or Removal Date, as applicable, to and including the last day of such
Monthly Period.
"Class B Global Certificate" shall mean each of the Class B Temporary
--------------------------
Global Certificate and the Class B Permanent Global Certificate.
11
<PAGE>
"Class B Initial Invested Amount" shall mean the aggregate initial
-------------------------------
principal amount of the Class B Certificates, which is $52,320,000.
"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 Principal Receivables during the
Amortization Period, the Class B Fixed/Floating Allocation Percentage.
12
<PAGE>
"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 $23,651.
"Class B Outstanding Principal Balance" shall mean, when used with
-------------------------------------
respect to any date of determination, an amount equal to (a) the Class B
Initial Invested Amount, minus (b) the aggregate amount of principal payments
-----
made to the Class B Certificateholders prior to such day.
"Class B Permanent Global Certificate" shall have the meaning
------------------------------------
specified in subsection 6.15(b) of the Agreement.
"Class B 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.
13
<PAGE>
"Class B Scheduled Payment Date" shall mean the June 2008 Distribution
------------------------------
Date.
"Class B Temporary Global Certificate" shall have the meaning
------------------------------------
specified in subsection 6.15(b) of the Agreement.
"Closing Date" shall mean May 21, 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, $58,132,667; provided, however, that if the Accumulation Period
-------- -------
Length is determined to be less than 12 months pursuant to subsection 4.09(i) of
the Agreement, the Controlled Accumulation Amount for each Transfer Date
with respect to the Accumulation Period prior to the payment in full of the
Invested Amount will be equal to (i) the product of (x) the Initial Invested
Amount and (y) the Accumulation Period Factor for such Monthly Period divided by
(ii) the Required Accumulation Factor Number.
"Controlled Deposit Amount" shall mean, with respect to any Transfer
-------------------------
Date, the sum of (a) the Controlled Accumulation Amount for such Transfer Date
and (b) any existing Accumulation Shortfall.
"Coupons" shall have the meaning specified in subsection 6.17 of the
-------
Agreement.
"Covered Amount" shall mean, with respect to any Interest Period
--------------
during the Accumulation Period prior to the payment in full of the Invested
Amount, the sum of (a) with respect to the Class A Certificates, the product
14
<PAGE>
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) Class B 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 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, one-twelfth of the product of (i)
the Excess Collateral Minimum Rate and (ii) 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, Class B Default Interest and Excess
Collateral Default Interest distributable in respect of the Investor
Certificates as calculated in accordance with Section 4.06 of the Agreement.
"Depositary" shall mean, with respect to the Class A Certificates and
----------
the Class B Certificates, The Bank of New York, London Branch, in its capacity
as depositary for the Class A Certificateholders and the Class B
Certificateholders or any successor thereto.
"Determination Date" shall mean the first Business Day on or before
------------------
the eighth calendar day prior to each Distribution Date.
15
<PAGE>
"Distribution Account" shall mean the A/B Distribution Account.
--------------------
"Distribution Date" shall mean June 18, 1998 and the 18/th/ day of
-----------------
each calendar month thereafter, or if such 18/th/ 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.
"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
16
<PAGE>
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.
- -------
"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 Receiv-
17
<PAGE>
able 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 Default Interest" shall have the meaning specified
----------------------------------
in subsection 4.06(c) of the Agreement.
"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 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.
"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
18
<PAGE>
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.
"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 $66,272,000.
"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.
19
<PAGE>
"Excess Collateral Minimum Rate" shall mean 7.00% per annum or such
------------------------------
lesser rate as may be designated in the Transfer and Administrative 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 $29,959.
"Excess Collateral Paying Agent" shall mean, with respect to the
------------------------------
Excess Collateral, The Bank of New York (Delaware) or any successor thereto.
"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.
"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.
20
<PAGE>
"Excess Collateral Scheduled Payment Date" shall mean the June 2008
----------------------------------------
Distribution 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 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
21
<PAGE>
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 1998-2, which is $697,592,000.
"Interest Period" shall mean, with respect to a Distribution Date, the
---------------
period beginning on the preceding Distribution Date continuing through the day
preceding such Distribution Date, except the first Interest Period shall be
deemed to be the 28 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 and the Class B 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
22
<PAGE>
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 1998-2.
"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 $315,350.
"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) May 19, 1998 for the period
------------------------
from and including the Closing Date through and including June 17, 1998 and (ii)
the
23
<PAGE>
second Business Day prior to the commencement of the second and each subsequent
Interest Period.
"London Business Day" shall mean any Business Day on which dealings in
-------------------
deposits in United States dollars are transacted in the London interbank
market.
"Minimum Transferor Interest" shall mean, with respect to any period,
---------------------------
7% of the average of the aggregate amount of Principal Receivables for such
period.
"Monthly Interest" shall mean, with respect to any Distribution Date,
----------------
the sum of the Class A Monthly Interest, the Class B Monthly Interest and the
Excess Collateral Minimum Monthly Interest distributable in respect of the
Series 1998-2 Certificates as calculated in accordance with Section 4.06 of the
Agreement.
"Monthly Payment Coupons" shall have the meaning specified in Section
-----------------------
6.18 of the Agreement.
"Monthly Period" shall have the meaning specified in the Agreement,
--------------
except that the first Monthly Period with respect to the Series 1998-2
Certificates shall begin on and include the Closing Date and shall end on and
include May 31, 1998.
"Monthly Principal" shall mean the monthly principal distributable in
-----------------
respect of the Series 1998-2 Certificates as calculated in accordance with
Section 4.07 of the Agreement.
"Net Portfolio Yield" shall mean for the Series 1998-2 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 Collections
of Finance Charge Receivables allocated to the Series 1998-2 Certificates for
such Monthly Period, 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 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
24
<PAGE>
Out Event is deemed to occur pursuant to Section 9.01 of the Agreement, (ii) a
Series 1998-2 Pay Out Event is deemed to occur pursuant to Section 8 of this
Series Supplement, (iii) the Class A Scheduled Payment Date if the Class A
Invested Amount is not paid in full on such date and (iv) the Class B Scheduled
Payment Date if the Class B Invested Amount is not paid in full on such date.
"Paying Agency Agreement" shall mean the Agency Agreement dated as of
-----------------------
the Closing Date, among First USA Bank, as Transferor and as Servicer, the A/B
Paying Agent and the Trustee.
"Paying Agents" shall mean the A/B Paying Agent and the Excess
-------------
Collateral Paying Agent, collectively.
"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 1998-2 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, and (c) the amount, if any, withdrawn from the Reserve
Account to be deposited into the Finance Charge Account pursuant to subsections
4.17(b), 4.17(d), 4.17(e) and 4.17(f) of the Agreement on the Transfer Date
relating to such Monthly Period (such sum to be calculated on a cash basis after
subtracting an amount equal to the Investor Default Amount for such Monthly
Period), and the denominator of which is the Invested Amount as of the last day
of the preceding Monthly Period.
"Principal Funding Account" shall have the meaning set forth in
-------------------------
subsection 4.16(a) of the Agreement.
25
<PAGE>
"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 1998-2 Termination Date.
"Rating Agency" shall mean each of Fitch IBCA, Inc., Moody's and
-------------
Standard & Poor's.
"Rating Agency Condition" shall mean the notification in writing by
-----------------------
each Rating Agency to the Trans-
26
<PAGE>
feror, the Servicer and the Trustee that any action will not result in any
Rating Agency reducing or withdrawing its then existing rating of the investor
certificates of any outstanding Series or class with respect to which it is a
Rating Agency.
"Reallocated Class B Principal Collections" shall have the meaning
-----------------------------------------
specified in subsection 4.14(b) of the Agreement.
"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 1998-2.
"Reserve Account" shall have the meaning specified in subsection
---------------
4.17(a) of the Agreement.
27
<PAGE>
"Reserve Account Funding Date" shall mean the Transfer Date which
----------------------------
occurs not later than the earliest of (a) the Transfer Date with respect to the
Monthly Period which commences 3 months prior to the commencement of the
Accumulation Period; (b) the first Transfer Date for which the Portfolio
Adjusted Yield is less than 2.0%, 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 1998-2 Termination Date" shall mean the February
----------------------------------------
2011 Distribution Date.
"Series 1998-2" shall mean the Series of the First USA Credit Card
-------------
Master Trust represented by the Investor Certificates.
28
<PAGE>
"Series 1998-2 Certificateholder" shall mean the holder of record of
-------------------------------
any Series 1998-2 Certificate.
"Series 1998-2 Certificateholders' Interest" shall have the meaning
------------------------------------------
specified in Section 4.04 of the Agreement.
"Series 1998-2 Pay Out Event" shall have the meaning specified in
---------------------------
Section 8 of this Series Supplement.
"Series 1998-2 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 1998-2 Termination Date.
"Series Servicing Fee Percentage" shall mean 1.50% for so long as
-------------------------------
First USA Bank is the Servicer or 2.00% if First USA Bank is no longer the
Servicer.
"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.
"Temporary Global Certificates" shall have the meaning specified in
-----------------------------
subsection 6.15(b) of the Agreement.
"Temporary Global Certificate Exchange Date" shall mean the date which
------------------------------------------
is at least 40 days after the later of the commencement of the offering of the
Class A Certificates and the Class B Certificates and the Closing Date.
"Transfer" shall have the meaning specified in subsection 11(a) of
--------
this Series Supplement.
29
<PAGE>
"Transfer and Administration Agreement" shall mean the agreement among
-------------------------------------
the Transferor and the Excess Collateral Holders, dated the Closing Date, as
amended, supplemented or modified from time to time.
"United States Alien" shall mean any person that, for Unites States
-------------------
federal income tax purposes, is a foreign corporation, a nonresident alien
individual, a foreign estate or trust, or a foreign partnership, to the extent
that one or more members is, for United States federal income tax purposes, a
foreign corporation, a nonresident alien individual or a nonresident alien
fiduciary of a foreign estate or trust, in each case not subject to United
States federal income tax on a net income basis.
"Unpaid Investor Monthly Servicing Fee" shall mean with respect to any
-------------------------------------
Transfer Date, the amount of the Investor Monthly Servicing Fee with respect to
such Transfer Date not distributed to the Servicer pursuant to subsection
4.09(a)(ii), subsection 4.09(b)(ii), subsection 4.09(c)(i), or subsection
4.13(a) of the Agreement and any overdue Investor Monthly Servicing Fee from
prior Transfer Dates.
"Withholding Tax" shall have the meaning specified in subsection 9(f).
---------------
SECTION 3. Reassignment and Transfer Terms. The Series 1998-2
-------------------------------
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
1998-2 Certificates through the Record Date preceding the Distribution Date on
which the repurchase occurs.
SECTION 4. Delivery and Payment for the Series 1998-2 Certificates.
-------------------------------------------------------
The Transferor shall execute and deliver the Series 1998-2 Certificates to the
Trustee for authentication in accordance with Section 6.01 of the Agreement.
The Trustee shall deliver the Series 1998-2
30
<PAGE>
Certificates when authenticated in accordance with Section 6.02 of the
Agreement.
SECTION 5. Depositary; Form of Delivery of the Series 1998-2
-------------------------------------------------
Certificates. (a) The Class A Certificates and the Class B Certificates shall
- ------------
be delivered as Global Certificates as provided in Sections 6.01, 6.13, 6.15 and
6.16 of the Agreement.
(b) The Depositary for Series 1998-2 shall be The Bank of New York,
London Branch, and the Class A Certificates and the Class B Certificates will be
held by The Bank of New York, London Branch, as custodian for the Class A
Certificateholders and the Class B Certificateholders.
SECTION 6. Article IV of Agreement. (A) Sections 4.01, 4.02 and 4.03
-----------------------
of the Agreement shall be read in their entirety as provided in the Agreement
except for subsections 4.02(b) and (c) of the Agreement which shall, for
purposes of this Series Supplement, read in their entirety as follows:
"(b) The Finance Charge and Principal Accounts. The Trustee, for the
-----------------------------------------
benefit of the Series 1998-2 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 1998-2
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 1998-2
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
31
<PAGE>
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
1998-2 Certificateholders.
(c) The Distribution Account. The Trustee, for the benefit of the Class A
------------------------
Certificateholders and Class B Certificateholders, shall cause to be
established and maintained in the name of the Trust, with an office or
branch of a Qualified Institution (other than the Transferor), which
shall initially be the A/B Paying Agent, a non-interest bearing segregated
account (the "A/B Distribution Account") bearing a designation clearly
------------------------
indicating that the funds deposited therein are held in trust for the
benefit of the Class A Certificateholders and the Class B
Certificateholders. The Trustee shall possess all right, title and interest
in all funds on deposit from time to time in the A/B Distribution Account
and in all proceeds thereof. The A/B Distribution Account shall be under
the sole dominion and control of the Trustee for the benefit of the Class A
Certificateholders and the Class B Certificateholders; provided, however,
that the A/B Paying Agent shall have the right to make deposits and
withdrawals from the A/B Distribution Account in accordance with this
Series Supplement, the Agreement and the Paying Agency Agreement.
(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 1998-2 Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
32
<PAGE>
Section 4.04 Rights of Certificateholders. The Investor Certificates
----------------------------
shall represent undivided interests in the Trust, consisting of the right to
receive, to the extent necessary to make the required payments with respect to
such Investor Certificates at the times and in the amounts specified in this
Agreement, (a) the Floating Allocation Percentage and Fixed/Floating Allocation
Percentage (as applicable from time to time) of Collections received with
respect to the Receivables and (b) funds on deposit in the Collection Account,
the Finance Charge Account, the Principal Account, the Principal Funding
Account, the Reserve Account and, with respect to the Class A Certificateholders
and the Class B Certificateholders, the A/B Distribution Account(for such
Series, the "Series 1998-2 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 the Series 1998-2
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 1998-2 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
33
<PAGE>
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 1998-2 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
$1,390,000 to be applied as Collections of Finance Charge Receivables
allocated to the Series 1998-2 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 1998-2 Certificateholders the
Floating Allocation Percentage of Collections of Finance Charge Receivables
and deposit and retain in the Finance Charge Account an amount equal to the
product of (i) the Floating Allocation Percentage and (ii) the aggregate
amount of Collections of Finance Charge Receivables on such Date of
Processing.
(ii) Allocate to the Series 1998-2 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
34
<PAGE>
subject to the obligation of the Transferor to make an amount equal to the
Reallocated Principal Collections and Excess Principal Collections for
such Monthly Period available on the related Transfer Date in accordance
with subsection 4.05(f) of the Agreement; provided, however, that the
-------- -------
amount to be paid to the Transferor pursuant to this subsection 4.05(b)(ii)
of the Agreement on any Date of Processing shall be paid only if the
Transferor Interest on such Date of Processing is greater than zero (after
giving effect to all Principal Receivables transferred to the Trust on
such Date of Processing and after giving effect to Collections of Principal
Receivables on such Date of Processing) and otherwise shall be deposited
in the Collection Account and applied in accordance with subsection 4.03(f)
of the Agreement; provided, further, however, that on and after the
-------- ------- -------
Calculation Date if the amounts previously deposited in the Finance Charge
Account with respect to the current Monthly Period pursuant to subsection
4.05(b)(i) of the Agreement are less than the sum of the Monthly Interest,
the Interest Shortfall and the Default Interest for the Distribution Date
following the then current Monthly Period (plus, if the Transferor is not
the Servicer, the Investor Monthly Servicing Fee) (the amount of such
shortfall, the "Finance Charge Deficit"), an amount not to exceed the
------- ------ -------
product of (x) the sum of the Class B Floating Allocation Percentage and
the 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 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:
35
<PAGE>
(i) Allocate to the Series 1998-2 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 1998-2 Certificateholders and retain
in the Principal Account an amount equal to the product of (x) the
Fixed/Floating Allocation Percentage on such Date of Processing and (y) the
aggregate amount of Collections of Principal Receivables on such Date of
Processing (for any such date, a "Percentage Allocation"); provided,
--------------------- --------
however, that if the sum of such Percentage Allocations with respect to the
-------
same Monthly Period exceeds the Controlled Deposit Amount for the related
Distribution Date, then such excess shall be paid to the Holder of the
Exchangeable Transferor Certificate (subject to the obligation of the
Transferor to make an amount equal to the Reallocated Principal
Collections and Excess Principal Collections for such Monthly Period
available on the related Transfer Date in accordance with subsection
4.05(f)) of the Agreement if the Transferor Interest on such Date of
Processing is greater than zero (after giving effect to all Principal
Receivables transferred to the Trust on such day) and otherwise shall be
deposited in the Collection Account and applied in accordance with
subsection 4.03(f) of the Agreement; provided, further, that on and after
-------- -------
the Calculation Date if there is a Finance Charge Deficit, Subordinate
Principal Collections with respect to each Monthly Period will be deposited
into the Principal Account on a daily basis during such Monthly Period in
an aggregate amount not to exceed the Finance Charge Deficit; at such time
as the Finance Charge Deficit is equal to zero, such amounts may be
released from the Principal Account to the holder of the Exchangeable
Transferor Certificate, subject to the preceding proviso.
(d) Daily Allocations During the Rapid Amortization Period. During
------------------------------------------------------
the Rapid Amortization Period, the Servicer shall, prior to the close of busi-
36
<PAGE>
ness on each Date of Processing, allocate the following amounts as set forth
below:
(i) Allocate to the Series 1998-2 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 1998-2 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 1998-2 Certificateholders,
the amount determined in accordance with this subparagraph (ii) shall be
paid to the Holder of the Exchangeable Transferor Certificate only if the
Transferor Interest on such Date of Processing is greater than zero (after
giving effect to all Principal Receivables transferred to the Trust on such
day) and otherwise shall be deposited in the Collection Account and applied
in accordance with subsection 4.03(f) of the Agreement.
(e) Daily Deposits. Notwithstanding the foregoing, the Servicer need
--------------
not make daily deposits of Collections into the Collection Account at any time
when the requirements of the third paragraph of subsection 4.03(a) of the
Agreement are satisfied.
(f) Monthly Allocations During the Revolving Period and Accumulation
----------------------------------------------------------------
Period. To the extent not previously allocated pursuant to subsection 4.05(b),
- ------
during the Revolving Period, the Servicer shall, on each Transfer Date, allocate
to the Series 1998-2 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 Receiv-
37
<PAGE>
ables for the related Monthly Period, and (B) the aggregate of the amounts to
be applied from amounts on deposit in the Finance Charge Account on such
Transfer Date pursuant to subsections 4.09(a)(i), (ii) and (iii), 4.09(b)(i) and
(ii), 4.09(c)(i) and 4.13(a) through (j) of the Agreement, minus (ii) the
amounts deposited and retained in the Finance Charge Account daily during such
Monthly Period pursuant to subsection 4.05(b)(i) of the Agreement. Any such
amounts, to the extent they would be paid to First USA Bank, as Transferor or
Servicer, need not be so deposited but shall be deemed to have been so deposited
and, as and when specified in the subsections identified above, be deemed to
have been paid to First USA Bank pursuant to such subsections. During the
Revolving Period and the Accumulation Period, the Transferor shall, on each
Transfer Date deposit in the Principal Account an amount equal to the sum of
(I) the excess of the amount of Reallocated Principal Collections over the
amount deposited and retained in the Principal Account pursuant to subsection
4.05(b)(ii) or 4.05(c)(ii) of the Agreement with respect to the Revolving Period
or 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 1998-2, not to exceed (x)
during the Revolving Period, the Floating Allocation Percentage of Collections
of Principal Receivables for the related Monthly Period or (y) during the
Accumulation Period, the Fixed/Floating Allocation Percentage of Collections of
Principal Receivables for the related Monthly Period less the amount thereof
applied to pay Monthly Principal on the related Distribution Date.
(g) Notwithstanding anything in this Section 4.05, if on any date the
aggregate amount of Principal Receivables is less than the sum of the Invested
Amounts for all Series then outstanding, all Collections of Principal
Receivables on such date shall be deposited and applied in accordance with
subsection 4.03(f) of the Agreement.
The allocations to be made pursuant to this Section 4.05 of the
Agreement also apply to deposits into the Collection Account that are treated as
Collections, including Credit Adjustments, payment of the reassignment price
pursuant to Section 2.07 of the Agreement and proceeds from the sale,
disposition or liquidation of the
38
<PAGE>
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 1998-2. 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 1998-2
-------------------------------------------------------
Certificates. (a) The amount of monthly interest (for the Series 1998-2
- ------------
Certificates, the "Class A Monthly Interest") distributable from the A/B
------------------------
Distribution Account with respect to the Class A Certificates on any
Distribution Date shall be an amount equal to the product of (i) the product of
(x) the Class A Certificate Rate and (y) a fraction the numerator of which is
the actual number of days in the related Interest Period and the denominator
of which is 360 and (ii) the Class A Outstanding Principal Balance as of the
close of business on the last day of the preceding Monthly Period; provided,
--------
however, that with respect to the first Distribution Date, Class A Monthly
- -------
Interest shall be equal to the product of (a) the Class A Certificate Rate for
the period from and including the Closing Date to and including June 17, 1998,
(b) a fraction the numerator of which is 28 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
- --------
Certificates on each Distribution Date following such Distribution Date to and
including the Distribution Date on which such Class A Interest Shortfall is paid
to Class A Certificateholders equal to the product of (i) the product of (x) the
Class A Certificate Rate plus 2.00% per annum and (y) a fraction the numerator
of which is the actual number of days in the related Interest Period and the
denominator of which is 360 and (ii) such Class A Interest Shortfall.
Notwithstanding anything to the
39
<PAGE>
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 1998-2
Certificates, the "Class B Monthly Interest") distributable from the A/B
------------------------
Distribution Account with respect to the Class B Certificates on any
Distribution Date shall be an amount equal to the product of (i) the product of
(x) the Class B Certificate Rate and (y) a fraction the numerator of which is
the actual number of days in the related Interest Period and the denominator of
which is 360 and (ii) the Class B Invested Amount as of the close of business on
the last day of the preceding Monthly Period; provided, however, that with
-------- -------
respect to the first Distribution Date, Class B Monthly Interest shall be equal
to the product of (a) the Class B Certificate Rate for the period from and
including the Closing Date to and including June 17, 1998, (b) a fraction the
numerator of which is 28 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 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.
40
<PAGE>
(c) The minimum amount of monthly interest (for the Series 1998-2
Certificates, the "Excess Collateral Minimum Monthly Interest") distributable
------------------------------------------
with respect to the Excess Collateral on any Transfer Date shall be an amount
equal to one-twelfth of the product of (i) the product of the Excess Collateral
Minimum Rate 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 June 17, 1998,
(b) a fraction the numerator of which is 27 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 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. If there is an
Excess Collateral Interest Shortfall with respect to any Transfer Date, an
additional amount ("Excess Collateral Default Interest") shall be payable as
----------------------------------
provided herein with respect to the Excess Collateral on each Transfer Date
following such Transfer Date to and including the Transfer Date on which such
Excess Collateral Interest Shortfall is paid to the Excess Collateral Holders
equal to one-twelfth of (i) the product of the Excess Collateral Minimum Rate
and (ii) the Excess Collateral Interest Shortfall. Notwithstanding anything
to the contrary herein, Excess Collateral Default Interest shall be payable or
distributed to the Excess Collateral Holders only to the extent permitted by
applicable law.
Section 4.07 Determination of Monthly Principal. (a) The amount of
----------------------------------
monthly principal (the "Class A Monthly Principal") distributable from the
-------------------------
Principal Account with respect to the Class A Certificates on each Transfer Date
beginning with the Transfer Date in the month following the month in which the
Accumulation Period or, if earlier, the Rapid Amortization Period
41
<PAGE>
begins shall be equal to the least of (i) the Available Investor Principal
Collections on deposit in the Principal Account with respect to such Transfer
Date, (ii) for each Transfer Date with respect to the Accumulation Period prior
to the Class A Scheduled Payment Date, the Controlled Deposit Amount for such
Transfer Date and (iii) the Class A Adjusted Invested Amount on such Transfer
Date prior to any deposit into the Principal Funding Account to be made on such
day.
(b) The amount of monthly principal (the "Class B Monthly Principal")
-------------------------
distributable from the Principal Account with respect to the Class B
Certificates on each Transfer Date, beginning with the Transfer Date first
preceding the Class B Principal Commencement Date, shall be an amount equal to
the least of (i) the Available Investor Principal Collections on deposit in the
Principal Account with respect to such Transfer Date (minus the portion of such
Available Investor Principal Collections applied to Class A Monthly Principal on
such Transfer Date), (ii) for each Transfer Date with respect to the
Accumulation Period prior to the Class B Scheduled Payment Date, the Controlled
Deposit Amount for such Transfer Date (minus the Class A Monthly Principal for
such Transfer Date) and (iii) the Class B Adjusted Invested Amount on such
Transfer Date (after taking into account any adjustments to be made on such
Transfer Date pursuant to Sections 4.12 and 4.14 of the Agreement on such
Transfer Date).
(c) The amount of monthly principal (the "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
42
<PAGE>
Transfer Date (after taking into account any adjustments to be made on such
Transfer Date pursuant to Sections 4.12 and 4.14 of the Agreement on such
Transfer Date).
Section 4.08 Coverage of Required Amount for the Investor
--------------------------------------------
Certificates. On each Determination Date, the Servicer shall determine the
- ------------
amount (the "Class A Required Amount"), if any, by which the sum of (i) Class A
-----------------------
Monthly Interest for the following Distribution Date, (ii) any Class A Monthly
Interest previously due but not paid to the Class A Certificateholders on a
prior Distribution Date, (iii) Class A Default Interest, if any, for such
Distribution Date and any Class A Default Interest previously due but not paid
to the Class A Certificateholders on a prior Distribution Date, (iv) if First
USA Bank is no longer the Servicer, the Class A Monthly Servicing Fee for the
related Distribution Date and (v) the Class A Investor Default Amount, if any,
for such Distribution Date exceeds the Class A Available Funds for the related
Monthly Period.
On each Determination Date, the Servicer shall determine the amount
(the "Class B Required Amount"), if any, equal to the sum of (x) the amount, if
-----------------------
any, by which the sum of (i) Class B Monthly Interest for the following
Distribution Date, (ii) any Class B Monthly Interest previously due but not paid
to the Class B Certificateholders on a prior Distribution Date, (iii) Class B
Default Interest, if any, for such Distribution Date and any Class B Default
Interest previously due but not paid to the Class B Certificateholders on a
prior Distribution Date and (iv) if First USA Bank is no longer the Servicer,
the Class B Monthly Servicing Fee for the related Distribution Date exceeds the
Class B 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
43
<PAGE>
A Required Amount for such Distribution Date is greater than zero all or a
portion of the Excess Finance Charge Collections with respect to the related
Transfer Date in an amount equal to the Class A Required Amount for such
Distribution Date shall be distributed from the Finance Charge Account on such
Distribution Date pursuant to subsection 4.13(a) of the Agreement. In the event
that the Class A Required Amount for such Transfer Date exceeds the amount of
Excess Finance Charge Collections with respect to such Transfer Date, the
Collections of Principal Receivables allocable to the 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 A/B Distribution Account;
44
<PAGE>
(ii) if First USA Bank is no longer the Servicer, an amount
equal to the Class A Monthly Servicing Fee for such Distribution Date shall
be distributed to the Servicer;
(iii) an amount equal to the aggregate Class A Investor Default
Amount, if any, for such Distribution Date shall be (A) distributed to the
Holder of the Exchangeable Transferor Certificate on Distribution Dates
with respect to the Revolving Period, but not exceeding the Transferor
Interest (determined as of such Distribution Date after giving effect to
any Principal Receivables transferred to the Trust during the Monthly
Period relating to such Distribution Date, any such amount in excess of the
Transferor Interest to be treated as Unallocated Principal Collections) and
(B) deposited in the Principal Account and treated as a portion of
Available Investor Principal Collections for Distribution Dates with
respect to the Amortization Period; and
(iv) the balance, if any, shall constitute Excess Finance
Charge Collections and shall be allocated and distributed as set forth in
Section 4.13 of the Agreement.
(b) On the Transfer Date preceding each Distribution Date, an
amount equal to the Class B Available Funds deposited or deemed to have been
deposited in the Finance Charge Account for the related Monthly Period will be
distributed in the following priority:
(i) an amount equal to the Class B Monthly Interest for such
Distribution Date, plus the amount of any Class B Monthly Interest
----
previously due but not paid to the Class B Certificateholders on a prior
Distribution Date, plus the amount of any Class B Default Interest for such
----
Distribution Date, shall be deposited by the Servicer or the Trustee into
the A/B Distribution Account;
(ii) if First USA Bank is no longer the Servicer, an amount
equal to the Class B Monthly Servicing Fee for such Distribution Date shall
be distributed to the Servicer; and
45
<PAGE>
(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 is no longer the Servicer, an amount
equal to the Excess Collateral 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
46
<PAGE>
Certificate; provided, however, that the amount to be paid to the Holder of
-------- -------
the Exchangeable Transferor Certificate pursuant to this subsection
4.09(d)(ii) with respect to such Transfer Date shall be paid to the Holder
of the Exchangeable Transferor Certificate only if the Transferor Interest
on the related Date of Processing is greater than zero (after giving effect
to the inclusion in the Trust of all Receivables created on or prior to
such Transfer Date and after giving effect to Collections of Principal
Receivables on such Transfer Date) and otherwise shall be considered as
Unallocated Principal Collections and deposited into the Principal Account
in accordance with subsection 4.03(f).
(e) On each Transfer Date, during the Accumulation Period or
the Rapid Amortization Period, the Trustee shall distribute an amount equal
to the Available Investor Principal Collections deposited or deemed to have
been deposited into the Principal Account for the related Monthly Period in
the following priority:
(i) an amount equal to the Class A Monthly Principal for such
Transfer Date plus, to the extent of any applicable Principal Shortfall for
----
the related Distribution Date, Excess Principal Collections from other
Series, to the extent available, shall be (A) during the Accumulation
Period, deposited into the Principal Funding Account, and (B) during the
Rapid Amortization Period, deposited into the A/B Distribution Account;
(ii) after giving effect to the distribution referred to in
clause (i) above, an amount equal to the Class B Monthly Principal plus, to
----
the extent of any applicable Principal Shortfall for the related
Distribution Date, Excess Principal Collections from other Series, to the
extent available, shall be (A) during the Accumulation Period, deposited
into the Principal Funding Account, and (B) during the Rapid Amortization
Period, deposited into the A/B Distribution Account;
(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
----
47
<PAGE>
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 avail
able for sharing as specified in the related Series Supplement for each
other Series and (2) the Principal Shortfalls for all Series and (B) the
Available Investor Principal Collections, shall remain in the Principal
Account to be treated as Excess Principal Collections and applied to Series
other than this Series 1998-2; and
(v) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections over (B) the applications specified in
subsection 4.09(e)(i) through (iv) above shall be paid to the Holder of
the Exchangeable Transferor Certificate; provided, however, that the
-------- -------
amount to be paid to the Holder of the Exchangeable Transferor Certificate
pursuant to this subsection 4.09(e)(v) with respect to such Transfer Date
shall be paid to the Holder of the Exchangeable Transferor Certificate only
if the Transferor Interest on the related Date of Processing is greater
than zero (after giving effect to the inclusion in the Trust of all
Receivables created on or prior to such Transfer Date and the application
of payments referred to in subsection 4.03(b) of the Agreement) and
otherwise shall be considered as Unallocated Principal Collections and
deposited into the Principal Account in accordance with subsection 4.03(f)
of the Agreement; provided, further, that in no event shall the amount
-------- -------
payable to the Holder of the Exchangeable Transferor Certificate pursuant
to this subsection 4.09(e)(v) be greater than the Transferor Interest on
such Transfer Date.
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<PAGE>
(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 A/B Distribution Account
the amount deposited in the A/B 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]
(h) On the earlier to occur of the first Distribution Date with
respect to the Rapid Amortization Period or the Class A Scheduled Payment Date
and on each Distribution Date thereafter, the Trustee shall pay in accordance
with Section 5.01 of the Agreement from the A/B Distribution Account the amount
so deposited into the A/B Distribution Account pursuant to subsection 4.09(f)(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 A/B 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 A/B 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 May 31, 2007; 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
49
<PAGE>
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 A/B Paying Agent shall pay in
- --------
accordance with Section 5.01 of the Agreement to the Class A Certificateholders
from the A/B Distribution Account the amount deposited into the A/B Distribution
Account pursuant to subsections 4.09(a)(i), 4.13(a), 4.14(a)(i)(x) and
4.14(b)(i) of the Agreement on the related Transfer Date or such Distribution
Date, as applicable, and to the Class B Certificateholders from the A/B
Distribution Account the amount deposited into the A/B Distribution Account
pursuant to subsections 4.09(b)(i), 4.13(c) and 4.14(a)(i)(y) of the Agreement
on the related Transfer Date.
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
50
<PAGE>
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 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
51
<PAGE>
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 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 1998-2
-------------------------------------------------------
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;
52
<PAGE>
(b) an amount equal to the aggregate amount of Class A Investor
Charge-Offs, which have not been previously reimbursed (after giving effect to
the allocation with respect to the related Distribution Date of certain other
amounts applied for that purpose) will be distributed to the Holder of the
Exchangeable Transferor Certificate on Transfer Dates with respect to the
Revolving Period, but not exceeding the Transferor Interest in Principal
Receivables 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 A/B Distribution
Account for the benefit of the Class B Certificateholders either on such
Transfer Date or on a prior Transfer Date and any other amounts due and owing on
the related Distribution Date pursuant to subsection 4.09(b)(i) of the Agreement
will be deposited into the A/B Distribution Account for payment to the Class B
Certificateholders ;
(d) an amount equal to the aggregate Class B Investor Default
Amount, if any, for the related Distribution Date will be distributed to the
holder of the Exchangeable Transferor Certificate on Transfer Dates with respect
to the Revolving Period (but not exceeding the Transferor Interest in Principal
Receivables 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
53
<PAGE>
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 the related Distribution Date, plus the amount of any Excess
Collateral Minimum Monthly Interest previously due but not paid to the Excess
Collateral Holders on a prior Distribution Date, plus the amount of any Excess
Collateral Default Interest for the related Distribution Date, plus the amount
of any Excess Collateral Default Interest for the related Distribution 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 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
54
<PAGE>
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 1998-2
-------------------------------------------------------
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 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)
55
<PAGE>
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
(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
56
<PAGE>
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
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 1998-2 Certificateholder by telephoning The Bank
of New York, in New York, New York at its corporate trust office at (212) 815-
5737.
(c) On each LIBOR Determination Date, the Trustee shall send to
the Servicer by facsimile
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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 A/B Paying Agent.
Section 4.16 Principal Funding Account.
-------------------------
(a) The Servicer shall establish and maintain with a Qualified
Institution, which may be the Trustee, in the name of the Trustee, on behalf of
the Trust, for the benefit of the Investor Certificateholders, a segregated
trust account with the corporate trust department of such Qualified Institution
(the "Principal Funding Account"), bearing a designation clearly indicating that
-------------------------
the funds deposited therein are held for the benefit of the Investor
Certificateholders. The Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Principal Funding Account and in
all proceeds thereof. The Principal Funding Account shall be under the sole
dominion and control of the Trustee for the benefit of the Investor
Certificateholders. If any time the institution holding the Principal Funding
Account ceases to be a Qualified Institution the Transferor shall notify the
Trustee, and the Trustee upon being notified (or the Servicer on its behalf)
shall, within ten (10) Business Days, establish a new Principal Funding Account
meeting the conditions specified above with a Qualified Institution, and shall
transfer any cash or any investments to such new Principal Funding Account. The
Trustee, at the written direction of the Servicer, shall (i) make withdrawals
from the Principal Funding Account from time to time, in the amounts and for the
purposes set forth in this Supplement, and (ii) on each Transfer Date (from and
after the commencement of the Accumulation Period) prior to termination of the
Principal Funding Account make a deposit into the Principal Funding Account in
the amount specified in, and otherwise in accordance with, subsection 4.09(e)
of the Agreement.
(b) Funds on deposit in the Principal Funding Account shall be
invested at the written direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Principal Funding Account on any
Transfer Date, after giving effect to any withdrawals from the Principal
Funding Account on such Transfer Date, shall be invested in such investments
that will
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<PAGE>
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.
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
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<PAGE>
Trustee for the benefit of the Investor Certificateholders. If at any time the
institution holding the Reserve Account ceases to be a Qualified Institution the
Transferor shall notify the Trustee, and the Trustee upon being notified (or the
Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve
Account meeting the conditions specified above with a Qualified Institution, and
shall transfer any cash or any investments to such new Reserve Account. The
Trustee, at the written direction of the Servicer, shall (i) make withdrawals
from the Reserve Account from time to time in an amount up to the Available
Reserve Account Amount at such time, for the purposes set forth in this
Supplement, and (ii) on each Transfer Date (from and after the Reserve Account
Funding Date) prior to termination of the Reserve Account make a deposit into
the Reserve Account in the amount specified in, and otherwise in accordance
with, subsection 4.13(j) of the Agreement.
(b) Funds on deposit in the Reserve Account shall be invested at
the written direction of the Servicer by the Trustee in Permitted Investments.
Funds on deposit in the Reserve Account on any Transfer Date, after giving
effect to any withdrawals from the Reserve Account on such Transfer Date, shall
be invested in such investments that will mature so that such funds will be
available for withdrawal on or prior to the following Transfer Date. The Trustee
shall maintain for the benefit of the Investor Certificateholders possession of
the negotiable instruments or securities, if any, evidencing such Permitted
Investments. No Permitted Investment shall be disposed of prior to its maturity.
On each Transfer Date, all interest and earnings (net of losses and investment
expenses) accrued since the preceding Transfer Date on funds on deposit in the
Reserve Account shall be retained in the Reserve Account (to the extent that the
Available Reserve Account Amount is less than the Required Reserve Account
Amount) and the balance, if any, shall be deposited into the Finance Charge
Account for application as Collections of Finance Charge Receivables allocable
to the Investor Certificates on such Transfer Date. For purposes of determining
the availability of funds or the balance in the Reserve Account for any reason
under this Supplement, except as otherwise provided in the preceding sentence,
investment earnings on such funds shall be deemed not to be available or on
deposit.
60
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(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 Agreement, (ii) the day on which the
Invested Amount is paid in full to the Series 1998-2 Certificateholders, (iii)
if the Accumulation Period has not commenced, the occurrence of a Pay Out Event
with respect to Series 1998-2 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 1998-2 Certificateholders that are payable from the
Reserve
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<PAGE>
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
1998-2 Certificates:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
Section 5.01 Distributions.
-------------
(a) On each Distribution Date, the A/B Paying Agent shall
distribute (in accordance with the certificate delivered by the Servicer to the
Trustee pursuant to subsection 3.04(b) of the Agreement) to each Class A
Certificateholder (other than as provided in subsection 2.04(e) or in Section
12.03 of the Agreement respecting a final distribution) such Certificateholder's
pro rata share (based on the aggregate Undivided Interests represented by Class
- --- ----
A Certificates held by such Certificateholder) of amounts on deposit in the A/B
Distribution Account as are payable to the Class A Certificateholders pursuant
to subsection 4.09(h) and Section 4.10 of the Agreement.
On each Distribution Date, the A/B Paying Agent shall distribute (in
accordance with the certificate delivered by the Servicer to the Trustee
pursuant to subsection 3.04(b) of the Agreement) to each Class B
Certificateholder (other than as provided in subsection 2.04(e) or in Section
12.03 of the Agreement respecting a final distribution) such Certificateholder's
pro rata share (based on the aggregate Undivided Interests represented by
- --- ----
Class B Certificates held by such Certificateholder) of amounts on deposit in
the A/B Distribution Account as are payable to the Class B Certificateholders
pursuant to subsection 4.09(h) and Section 4.10 of the Agreement.
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<PAGE>
On each Transfer Date, the Excess Collateral 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 the Excess
Collateral Holders the amounts payable to the Excess Collateral Holders pursuant
to subsection 4.09(e)(iii), 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 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.
(b) Except as provided in Section 12.03 of the Agreement with
respect to a final distribution, distributions to Class A Certificateholders and
Class B Certificateholders hereunder shall be made only upon presentation of the
Class A Permanent Global Certificates, the Class B Permanent Global
Certificates, the Class A Bearer Certificates, the Class B Bearer Certificates
or their respective Coupons, as the case may be, at the offices of the A/B
Paying Agent in London and any co-paying agents outside the United States as may
be appointed from time to time. Payments of principal of and interest on the
Class A Certificates and Class B Certificates will be made, at the option of the
beneficial owner or holder, as the case may be, upon written notice to the A/B
Paying Agent, of Class A Certificates, Class B Certificates or Coupons, by
United States dollar check or United States dollar bank draft drawn on a bank
account of the A/B Paying Agent in London, or by transfer in same day funds to a
United States dollar account maintained by the payee with a bank outside the
United States, subject in each case to all applicable laws and regulations. No
commissions or expenses shall be charged to the beneficial owners or holders of
Class A Certificates, Class B Certificates or Coupons in respect of such
payments. To the extent necessary under the tax laws of the United States, or
any official application or interpretation of the tax laws of the United States,
for such payments to be treated as having been made outside the United States
and its possessions, no such check or bank draft shall be mailed by any of the
Paying Agents to any address in the United States or its possessions and no
transfer of funds shall be made to an account main-
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<PAGE>
tained by the payee in the United States or its possessions.
(c) If such payment at the offices of the A/B Paying Agent in
London, England becomes illegal or is effectively precluded because of the
imposition of exchange controls or other similar restrictions on the full
payment or receipt of such amounts in United States dollars, payments with
respect to the Class A Certificates and Coupons and the Class B Certificates and
Coupons will be made at the office of the Excess Collateral Paying Agent in New
York City. Any money paid by the Trust to a Paying Agent for the payment of the
Class A Certificates or Coupons or the Class B Certificates or Coupons which
remains unclaimed for a period of two years after such amount has become due and
payable will be paid, upon request, to the Transferor and any further claims
shall be made in accordance with and subject to the provisions of subsection
12.03(b) of the Agreement. Except as provided in the preceding sentence, no
demand for payment or payment on the Class A Certificates or Coupons or the
Class B Certificates or Coupons may be made at any office of the Excess
Collateral Paying Agent, or of any co-paying agent maintained by the Trustee, in
the United States, nor will any payment be made by transfer to an account in, or
by mail to an address in, the United States.
Section 5.02 Monthly Certificateholders' Statement.
-------------------------------------
On each Distribution Date, the A/B Paying Agent shall make available
at its offices in London, England to each Class A Certificateholder and each
Class B Certificateholder and the Excess Collateral Paying Agent shall forward
to each Excess Collateral Holder and each Rating Agency a statement
substantially in the form of Exhibit E prepared by the Servicer and delivered to
the Trustee and each Paying Agent on the preceding Determination Date setting
forth the following information (which, in the case of (i), (ii) and (iii)
below, shall be stated on the basis of an original principal amount of $1,000
per Certificate):
(i) the total amount distributed;
(ii) the amount of such distribution allocable to Certificate
Interest;
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<PAGE>
(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 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
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<PAGE>
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;
(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.
SECTION 8. Article VI of the Agreement. Article VI of the Agreement
---------------------------
(except for Sections 6.01 through 6.12 and Section 6.14 thereof) shall read in
its entirety as follows and shall be applicable only to the Series 1998-2
Certificates.
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<PAGE>
ARTICLE VI
THE CERTIFICATES
Section 6.15. Global Certificates.
-------------------
(a) Notwithstanding anything to the contrary in the Agreement or the
Series 1998-2 Supplement, the Class A Certificates will initially be issued in
the form of a single temporary global certificate (the "Class A Temporary Global
------------------------
Certificate") in bearer form, without interest coupons, in the denomination of
- -----------
the entire aggregate principal amount of the Class A Certificates and
substantially in the form set forth in Exhibit A-1. The Class A Temporary Global
-----------
Certificate will be executed by the Transferor and delivered to the Trustee and
authenticated and delivered by the Trustee or its agent to the Depositary
outside the United States and will be exchanged as described in Section 6.16(a)
for a single permanent global certificate (the "Class A Permanent Global
------------------------
Certificate") in bearer form substantially in the form of Exhibit A-2.
- ----------- -----------
(b) Notwithstanding anything to the contrary in the Agreement or the
Series 1998-2 Supplement, the Class B Certificates will initially be issued in
the form of a single temporary global certificate (the "Class B Temporary Global
------------------------
Certificate" and together with the Class A Temporary Global Certificate, the
- -----------
"Temporary Global Certificates") in bearer form, without interest coupons, in
- ------------------------------
the denomination of the entire aggregate principal amount of the Class B
Certificates and substantially in the form set forth in Exhibit B-1. The Class
-----------
B Temporary Global Certificate will be executed by the Transferor and delivered
to the Trustee and authenticated and delivered by the Trustee or its agent to
the Depositary outside the United States and will be exchanged as described in
Section 6.16(b) for a single permanent global certificate (the "Class B
-------
Permanent Global Certificate") in bearer form substantially in the form of
- ----------------------------
Exhibit B-2.
- -----------
(c) No interest will be paid in respect of any beneficial interest in
the Temporary Global Certificates and no exchange of an interest in the
Temporary Global Certificates for an interest in the applicable Permanent Global
Certificate may occur until the person entitled to receive such payment of
interest or interest in the
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<PAGE>
applicable Permanent Global Certificate provides certification as to non-U.S.
beneficial ownership as provided in Section 6.16.
Section 6.16. Exchange of Temporary Global Certificates for Permanent
-------------------------------------------------------
Global Certificates.
- -------------------
(a) On or after the Temporary Global Certificate Exchange Date, the
Class A Temporary Global Certificate may be exchanged, in whole or in part
(free of charge), for the Class A Permanent Global Certificate in the form set
out in Exhibit A-2 upon presentation of the Class A Temporary Global Certificate
-----------
by the bearer thereof at the offices of the Trustee or its agent in London,
England (or at such other place outside the United States as the Trustee may
agree). The Class A Permanent Global Certificate will be executed by the
Transferor and delivered to the Trustee or its agent, and the Trustee or its
agent shall authenticate the Class A Permanent Global Certificate, promptly on
or after the Temporary Global Certificate Exchange Date in connection with such
exchange. The Class A Permanent Global Certificate shall be delivered by the
Trustee or its agent promptly on or after the Temporary Global Certificate
Exchange Date to the Depositary. The Class A Permanent Global Certificate
shall be exchanged for only that portion of the Class A Temporary Global
Certificate in respect of which there shall have been presented to the Trustee
by the A/B Paying Agent a certificate, substantially in the form set out in
Exhibit F-1, to the effect that it has received from or in respect of a person
- -----------
entitled to a particular principal amount of the Class A Certificates (as shown
by its records) a certificate from such person in or substantially in the form
of Exhibit F-2. The Class A Permanent Global Certificate to be delivered in
-----------
exchange for any portion of the Class A Temporary Global Certificate shall be
delivered to the Depositary outside the United States.
On an exchange of the whole of the Class A Temporary Global
Certificate, the Class A Temporary Global Certificate shall be surrendered to
the Trustee or its agent in London, England for cancellation and destruction.
On an exchange of only part of the Class A Temporary Global Certificate, details
of such exchange shall be entered by the Trustee or its agent on behalf of the
Trustee on Schedule A of the Class A Temporary Global
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<PAGE>
Certificate and Schedule A of the Class A Permanent Global Certificate, and
further exchanges may be effected, without the issue of a new Class A Permanent
Global Certificate, by the Trustee or its agent endorsing Schedule A of the
Class A Permanent Global Certificate previously issued to reflect an increase in
the aggregate principal amount of the Class A Permanent Global Certificate which
would otherwise have been issued on such exchange and endorsing Schedule A of
the Class A Temporary Global Certificate previously issued to reflect a decrease
in the aggregate principal amount of the Class A Temporary Global Certificate.
(b) On or after the Temporary Global Certificate Exchange Date, the
Class B Temporary Global Certificate may be exchanged, in whole or in part
(free of charge), for the Class B Permanent Global Certificate in the form set
out in Exhibit B-2 upon presentation of the Class B Temporary Global Certificate
-----------
by the bearer thereof at the offices of the Trustee or its agent in London,
England (or at such other place outside the United States as the Trustee may
agree), and the Trustee shall make the Class B Permanent Global Certificate
available promptly on or after the Temporary Global Certificate Exchange Date in
connection with such exchange. The Class B Permanent Global Certificate shall
be authenticated and delivered by the Trustee or its agent in exchange for only
that portion of the Class B Temporary Global Certificate in respect of which
there shall have been presented to the Trustee by the A/B Paying Agent a
certificate, substantially in the form set out in Exhibit F-1, to the effect
-----------
that it has received from or in respect of a person entitled to a particular
principal amount of the Class B Certificates (as shown by its records) a
certificate from such person in or substantially in the form of Exhibit F-2.
-----------
The Class B Permanent Global Certificate to be delivered in exchange for any
portion of the Class B Temporary Global Certificate shall be delivered to the
Depositary outside the United States.
On an exchange of the whole of the Class B Temporary Global
Certificate, the Class B Temporary Global Certificate shall be surrendered to
the Trustee or its agent in London, England for cancellation and destruction.
On an exchange of only part of the Class B Temporary Global Certificate, details
of such exchange
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<PAGE>
shall be entered by the Trustee or its agent on behalf of the Trustee, and
further exchanges may be effected, without the issue of a new Class B Permanent
Global Certificate, by the Trustee or its agent endorsing Schedule A of the
Class B Permanent Global Certificate previously issued to reflect an increase
in the aggregate principal amount of the Class B Permanent Global Certificate
which would otherwise have been issued on such exchange.
(c) The delivery to the Trustee by the Depositary of any written
statement referred to above may be relied upon by the Transferor and the Trustee
as conclusive evidence that a corresponding certification or certifications
has or have been delivered to the Depositary pursuant to the terms of this
Series Supplement.
Section 6.17. Exchange of Permanent Global Certificates for Bearer
----------------------------------------------------
Certificates. If a holder of an interest in a Permanent Global Certificate
- ------------
delivers notice to the Trustee requesting delivery of definitive Certificates in
bearer form with Coupons attached thereto in exchange for its interest in such
Permanent Global Certificate, then the Transferor will, within 90 days of such
notice, execute and deliver to the Trustee at its London office or its
designated agent outside the United States, definitive Class A Bearer
Certificates in the form of Exhibit A-3 (the "Class A Bearer Certificates") or
----------- ---------------------------
Class B Bearer Certificates in the form of Exhibit B-3 (the "Class B Bearer
----------- --------------
Certificates" and together with the Class A Bearer Certificate, the "Bearer
- ------------ ------
Certificates"), as applicable. The Trustee or its designated agent shall
- ------------
provide at least 60 days' prior written notice of any issuance of Bearer
Certificates to Class A Certificateholders or Class B Certificateholders, as
applicable. All Bearer Certificates so issued and delivered will have coupons
attached substantially in the form of Exhibit F-1 and a special coupon
-----------
substantially in the form of Exhibit F-2 (collectively, the "Coupons"). The
----------- -------
Permanent Global Certificates may be exchanged for an equal aggregate amount of
the Bearer Certificates only on or after the Temporary Global Certificate
Exchange Date. Notwithstanding the foregoing, no holder of an interest in a
Temporary Global Certificate will have any right to receive a Bearer Certificate
in exchange for such interest prior to the Temporary Global Certificate
Exchange Date and prior to certification (in the manner provided
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<PAGE>
in Section 6.16) that either such holder is not a United States person or is
otherwise a permitted holder.
The Permanent Global Certificates shall be exchanged, in whole, for
security-printed Bearer Certificates in denominations of U.S. $100,000 and
U.S. $10,000. Such exchange will be made upon presentation of the Permanent
Global Certificates by the bearer thereof on any London Business Day at the
principal office of the Trustee or its agent in London, England for cancellation
and destruction. On an exchange of the whole of a Permanent Global
Certificate, such Permanent Global Certificate shall be surrendered to the
Trustee or its agent in London, England (or at such other place outside the
United States as the Trustee may agree). The Bearer Certificates to be
delivered in exchange for the Permanent Global Certificates shall be delivered
only outside the United States.
Any exchange as provided in this Section shall be made free of charge
to the holders and the beneficial owners of the Permanent Global Certificates
and to the beneficial owners of the Bearer Certificates issued in exchange,
except that a person receiving a Bearer Certificate must bear the cost of
insurance, postage, transportation and the like in the event that such person
does not receive such Bearer Certificate in person at the offices of the Trustee
or its agent in London, England (or at such other place outside the United
States as the Trustee may agree).
Until the exchange of the Permanent Global Certificates as aforesaid,
the bearer thereof shall in all respects be entitled to the same benefits as if
it were the bearer of Bearer Certificates and the Coupons attached thereto.
Section 6.18 Monthly Payment Coupons. Following the occurrence of a
-----------------------
Pay Out Event and upon the surrender of a Class A Bearer Certificate or Class B
Bearer Certificate, as applicable, and all unmatured Coupons appertaining
thereto (or in the case of missing unmatured Coupons, cash in an amount due
under such missing unmatured Coupons (based upon the Class A Certificate Rate
or the Class B Certificate Rate, as applicable, for the first Interest Period
ending after the occurrence of such Pay Out Event)) to the Trustee at its
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<PAGE>
office outside the United States or any Paying Agent outside the United States,
the Holder of such Bearer Certificate shall receive coupons in the form of
Exhibit E-3 (the "Monthly Payment Coupons") entitling such Holder to receive
- ----------- -----------------------
monthly payments of principal and interest on each Distribution Date relating to
the Rapid Amortization Period. Such Holder shall receive one Monthly Payment
Coupon for each Distribution Date during the period from the date of such
surrender to the June 2008 Distribution Date. Any amounts paid as cash in lieu
of missing unmatured coupons will be paid upon surrender of the missing Coupons.
SECTION 9. Series 1998-2 Pay Out Events. If any one of the following
----------------------------
events shall occur with respect to the Series 1998-2 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 1998-2 Certificateholders and which
continues unremedied for a period of 60 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been given
to the Transferor by the Trustee, or to the Transferor and the Trustee by the
Holders of Series 1998-2 Certificates evidencing Undivided Interests aggregating
not less than 50% of the Invested Amount of this Series 1998-2, and continues to
affect materially and adversely the interests of the Series 1998-2
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
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been given to the Transferor by the Trustee, or to the Transferor and the
Trustee by the Holders of the Series 1998-2 Certificates evidencing Undivided
Interests aggregating more than 50% of the Invested Amount of this Series 1998-2
and (ii) as a result of which the interests of the Series 1998-2
Certificateholders are materially and adversely affected and continue to be
materially and adversely affected for such period; provided, however, that a
-------- -------
Series 1998-2 Pay Out Event pursuant to this subsection 9(b) shall not be deemed
to have occurred hereunder if the Transferor has accepted reassignment of the
related Receivable, or all of such Receivables, if applicable, during such
period in accordance with the provisions of the Agreement;
(c) the average Portfolio Yield for any three consecutive Monthly
Periods is less than the average Base Rate for such three consecutive Monthly
Periods;
(d) the Transferor shall fail to convey Receivables arising under
Additional Accounts to the Trust, as required by subsection 2.06(a) of the
Agreement;
(e) any Servicer Default shall occur which would have a material
adverse effect on the Series 1998-2 Certificateholders;
(f) the Servicer determines that the Trust has or will become
obligated to deduct or withhold amounts ("Withholding Tax") from payments to be
---------------
made to the Class A Certificateholders or the Class B Certificateholders on the
next succeeding Distribution Date for or on account of any tax, assessment or
other governmental charge by the United States or any political subdivision or
taxing authority thereof or therein on any amounts due to the Class A
Certificateholders or the Class B Certificateholders (other than any such tax
that would not have been imposed but for any connection between such holder
and the United States, the Trust or the Transferor, or the status of such holder
for United States federal income tax purposes), as a result of any change in, or
amendment to, the laws (or regulations or rulings promulgated thereunder) of the
United States or any political subdivision or taxing authority thereof or
therein, or any change in official position regarding the application or
interpretation of such laws, regulations
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<PAGE>
or rulings (including a change in the law or in the official application or
interpretation of the law of any jurisdiction), other than any such change which
results in the recharacterization of the Class A Certificates or the Class B
Certificates as not constituting indebtedness for United States federal income
tax purposes, which change or amendment becomes effective on or after the
Closing Date; provided that such obligation to deduct or withhold cannot be
--------
avoided by the use of reasonable measures available to the Trust that, in the
good faith opinion of the Servicer, will not have either (x) a material adverse
impact on the conduct of the business of the Transferor or (y) an adverse effect
on or will result in a Rating Agency's reducing or withdrawing its rating of the
Series 1998-2 Certificates on any other outstanding Series of Investor
Certificates; and provided further, that if the effective date of the foregoing
----------------
change or amendment is a date that is 90 days or more from the date of the
Servicer's determination, such Series 1998-2 Pay Out Event shall be deemed to
occur on the first Distribution Date on or following the Servicer's
determination; or
(g) the Servicer determines that payments to the Class A
Certificateholders or the Class B Certificateholders on the next succeeding
Distribution Date made outside the United States by the Trustee, the Servicer or
any Paying Agent in respect of any Class A Certificate, Class B Certificate or
Coupon would, under any present or future law or regulation of the United
States, be subject to any certification, documentation, information or other
reporting requirement of any kind, the effect of which requirement is the
disclosure to the Trustee, the Servicer, any Paying Agent or any government
authority of the nationality, residence or identity of a beneficial owner of
such Class A Certificate, Class B Certificate or Coupon who is a United States
Alien (other than such a requirement (x) which would not be applicable to a
payment made by the Trustee, the Servicer or by any Paying Agent (i) directly to
the beneficial owner or (ii) to a custodian, nominee or other agent of the
beneficial owner, (y) which can be satisfied by such custodian, nominee or other
agent certifying that the beneficial owner is a United States Alien, provided
that, in any case referred to in clauses (x)(ii) or (y), payment by the
custodian, nominee or agent to the beneficial owner is not otherwise subject to
any such requirement or (z)
74
<PAGE>
which would not be applicable to a payment made by at least one other Paying
Agent);
then, in the case of any event described in subparagraph (a), (b) or (e), after
the applicable grace period set forth in such subparagraphs, either the Trustee
or the Holders of Series 1998-2 Certificates evidencing Undivided Interests
aggregating more than 50% of the Invested Amount of this Series 1998-2 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
------
1998-2 Pay Out Event") has occurred as of the date of such notice, and in the
- --------------------
case of any event described in subparagraphs (c), (d),(f) or (g) a Series 1998-2
Pay Out Event shall occur without any notice or other action on the part of the
Trustee or the Series 1998-2 Certificateholders immediately upon the occurrence
of such event. The Servicer's determination that an event described in
subsection (f) or (g) has occurred will be evidenced by delivery to the Trustee
of (x) a certificate setting forth a statement of facts showing that such Pay
Out Event has occurred or will occur and (y) an opinion of independent legal
counsel to such effect based on such statement of facts. In any such case, the
Pay Out Event in either subsection (f) or (g) shall be deemed to have occurred
on the first Distribution Date following the Servicer's determination.
For purposes of Series 1998-2, the fifth sentence of subsection 9.02(a) of the
Agreement shall be amended to read in its entirety as follow:
"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."
75
<PAGE>
SECTION 10. Series 1998-2 Termination. The right of the Series 1998-
-------------------------
2 Certificateholders to receive payments from the Trust will terminate on the
first Business Day following the Series 1998-2 Termination Date.
SECTION 11. Periodic Finance Charges and Other Fees. The Transferor
---------------------------------------
hereby agrees that, except as otherwise required by any Requirement of Law, or
as is deemed by the Transferor to be necessary in order for the Transferor to
maintain its credit card business, based upon a good faith assessment by the
Transferor, in its sole discretion, of the nature of the competition in the
credit card business, it shall not at any time reduce the Periodic Finance
Charges assessed on any Receivable or other fees on any Account if, as a result
of such reduction, the Transferor's reasonable expectation of the Portfolio
Yield as of such date would be less than the Base Rate.
SECTION 12. Transfers of Excess Collateral Amount. (a) No portion
-------------------------------------
of the Excess Collateral Amount 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 Amount 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 1998-2 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 1998-2) (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 initial purchaser of an interest in all or any portion of
the Excess Collateral Amount and any Assignee thereof shall certify to the
Transferor, the Servicer, and the Trustee that it is either (A)(i) a citizen or
resident of the United States, (ii) a corporation, partnership or other entity
organized in or under the laws of the United States or any political subdivision
thereof which, if such entity is a tax-exempt en-
76
<PAGE>
tity, recognizes that payments with respect to the Excess Collateral Amount 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 Amount 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
initial purchaser (other than the Transferor) of any interest in the Excess
Collateral Amount 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 Amount, 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 Amount, the Servicer
and the Trustee, a properly executed U.S. Internal Revenue Service Form 4224
(and will agree to furnish a new Form 4224, or any successor applicable form,
upon the expiration or obsolescence of any previously delivered form and
comparable statements in accordance with applicable U.S. laws), and, in each
case, such other certifications, representations or opinions of counsel as may
be requested by the Trustee.
(c) Each initial purchaser (other than the Transferor) of any
interest in the Excess Collateral Amount and any Assignee thereof shall further
certify to the Transferor, the Servicer and the Trustee that it has neither
acquired nor will it sell, trade or transfer any interest in the Excess
Collateral Amount or cause an interest in the Excess Collateral Amount to be
marketed on or through an "established securities market" within the meaning of
Section 7704(b)(1) of the Code and any treasury regulation thereunder,
including, without limitation, an over-the-counter-market or an interdealer
quotation system that regularly disseminates firm buy or sell quotations. In
addition, each initial purchaser (other than the Transferor) of any interest in
the Excess Collateral Amount and any Assignee shall certify, prior to any
delivery or Transfer to it of a Excess Collateral Amount that it is not and will
not become, for so long as
77
<PAGE>
it holds an interest in the Excess Collateral Amount, 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 (other than the Transferor)
of an interest in the Excess Collateral Amount acknowledges that the Opinion of
Counsel to the effect that the Trust will not be treated as a publicly traded
partnership taxable as a corporation is dependent in part on the accuracy of the
certifications described in this subsection 11(c).
(d) Each initial purchaser (other than the Transferor) of any interest
in the Excess Collateral Amount shall further certify to the Transferor, the
Servicer and the Trustee (i) that it has purchased its interest in the Excess
Collateral Amount for investment only and not with a view to any public
distribution thereof, (ii) that it will not offer, sell, pledge or otherwise
transfer of its interest in all or any portion of the Excess Collateral Amount,
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 Amount 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 Amount or any other securities under the
Securities Act or any other securities laws. Each holder by accepting a
beneficial interest in the Excess Collateral Amount 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 Amount 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 G,
- ---------
78
<PAGE>
executed by the ultimate beneficial purchaser of the Excess Collateral Amount
(or any portion thereof) in person or by such prospective Excess Collateral
Holders' 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 Amount (or such portion thereof) shall be
transferred upon the Certificate Register. Such transfers of all or any portion
of the Excess Collateral Amount 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 G,
---------
executed by the purchasing Excess Collateral Holders. 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 Amount 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
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. (S) 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 13. Compliance with Withholding Requirements.
----------------------------------------
Notwithstanding any other provision of the Agreement, the Trustee and any Paying
Agent shall comply with all Federal withholding requirements with respect to
payments to the 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
79
<PAGE>
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 Holders
and the Excess Collateral Holders shall have no claim therefor.
SECTION 14. 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.
SECTION 15. Amendment and Ratification of Agreement. As supplemented
---------------------------------------
by this Series Supplement, the Agreement is in all respects ratified and
confirmed and the Agreement as so supplemented by this Series Supplement shall
be read, taken, and construed as one and the same instrument. Subsection
12.01(c) of the Agreement is hereby amended by substituting in the second
sentence thereof in place of the words "and pay the proceeds to all
Certificateholders of such Series . . ." the following: "and pay the proceeds
to the Investor Certificateholders of such Series . . ."
SECTION 16. Counterparts. This Series Supplement may be executed in
------------
any number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and the
same instrument.
80
<PAGE>
SECTION 17. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE
-------------
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
SECTION 18. Additional Representations and Warranties of the
------------------------------------------------
Servicer. First USA Bank, as initial Servicer, hereby makes, and any Successor
- --------
Servicer by its appointment under the Agreement shall make the following
representations and warranties:
(a) All Consents. All authorizations, consents, orders or approvals
------------
of or registrations or declarations with any Governmental Authority required to
be obtained, effected or given by the Servicer in connection with the execution
and delivery of this Supplement by the Servicer and the performance of the
transactions contemplated by this Supplement by the Servicer, have been duly
obtained, effected or given and are in full force and effect.
(b) Rescission or Cancellation. The Servicer shall not permit any
--------------------------
rescission or cancellation of any Receivable except as ordered by a court of
competent jurisdiction or other Governmental Authority or in accordance with
the normal operating procedures of the Servicer.
(c) Receivables Not To Be Evidenced by Promissory Notes. Except in
---------------------------------------------------
connection with its enforcement or collection of an Account, the Servicer will
take no action to cause any Receivable to be evidenced by an instrument or
chattel paper (as defined in the UCC as in effect in the State of Delaware).
81
<PAGE>
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series 1998-2 Supplement to be duly executed by their respective
officers as of the day and year first above written.
FIRST USA BANK,
Transferor and Servicer
By: /s/ Suzanne Bachman
----------------------------------------------------
Name: Suzanne Bachman
Title: Vice President
THE BANK OF NEW YORK (DELAWARE),
Trustee
By: /s/ Reyne A. Macadaeg
----------------------------------------------------
Name: Reyne A. Macadaeg
Title: Assistant Vice President
<PAGE>
EXHIBIT A-1
FORM OF CLASS A TEMPORARY GLOBAL CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO ANY U.S. PERSON (EACH AS
DEFINED HEREIN).
THIS CERTIFICATE IS A CLASS A TEMPORARY GLOBAL CERTIFICATE, WITHOUT
COUPONS, EXCHANGEABLE FOR A CLASS A PERMANENT GLOBAL CERTIFICATE IN BEARER FORM
WITHOUT INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS GLOBAL CERTIFICATE, AND
THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE ARE SPECIFIED IN THE
AGREEMENT (AS DEFINED HEREIN).
NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS GLOBAL CERTIFICATE
SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE
PROVISIONS HEREOF.
CLASS A TEMPORARY GLOBAL CERTIFICATE
representing
FIRST USA CREDIT CARD MASTER TRUST
U.S. $579,000,000
CLASS A FLOATING RATE ASSET BACKED CERTIFICATES,
SERIES 1998-2
Class A Scheduled Payment Date:
The June 2008 Distribution Date
Each U.S. $100,000 and U.S. $10,000 denomination evidencing an undivided
interest in a trust, the corpus of which consists of receivables generated from
time to time in the ordinary course of business in a portfolio of VISA/(R)/ and
MasterCard/(R)//*/ credit card accounts generated or to be generated by First
USA Bank (the "Bank").
- --------------------
/*/ VISA/(R)/ and MasterCard/(R)/ are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
<PAGE>
(Not an interest in or a recourse obligation
of First USA Bank or any affiliate thereof)
This certifies that the bearer of this Class A Temporary Global
Certificate is the owner of a fractional undivided interest in the First USA
Credit Card Master Trust (the "Trust") issued pursuant to the Pooling and
Servicing Agreement, dated as of September 1, 1992 between the Bank, as
Transferor (the "Transferor") and as Servicer (the "Servicer"), and The Bank of
New York (Delaware), as trustee (the "Trustee") of the Trust (the "Agreement";
such term to include any Supplement or amendment thereto) as supplemented by the
Series 1998-2 Supplement (the "Series 1998-2 Supplement"), dated as of May 21,
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 1998-2 Supplement), and
all other assets and interests constituting the Trust and all proceeds of the
foregoing. The Receivables consist of amounts charged by cardholders for goods
and services and cash advances (such amounts, less the amount of Discount
Receivables, the "Principal Receivables"), plus the related periodic finance
charges (the "Periodic Finance Charges"), annual membership fees ("Annual
Membership Fees"), and amounts charged to the Accounts in respect of cash
advance finance charges, late fees, overlimit fees, return check fees and
similar fees and charges (the "Other Charges"). Receivables in an amount equal
to the product of the Yield Factor (initially 1.3%) and amounts charged by
cardholders for goods and services and cash advances (the "Discount
Receivables") will be allocated to the Certificates and treated as Finance
Charge Receivables (Discount Receivables, together with the Periodic Finance
Charges, Annual Membership Fees and Other Charges, the "Finance Charge
Receivables").
Although a summary of certain provisions of the Agreement is set forth
below, this Class A Certificate does not purport to summarize the Agreement and
reference is made to
A-1-2
<PAGE>
the Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee. A copy of the Agreement may be requested from the
Trustee by writing to the Trustee at The Bank of New York (Delaware), White Clay
Center, Route 273, Newark, Delaware, 19711, Attention: Bond Administration. To
the extent not defined herein, the capitalized terms used herein have the
meanings ascribed to them in the Agreement. In the case of any conflict between
terms specified in this Class A Certificate and terms specified in the
Agreement, the terms of the Agreement shall govern.
The Transferor has structured the Agreement, the First USA Credit Card
Master Trust Class A Floating Rate Asset Backed Certificates, Series 1998-2 (the
"Class A Certificates") and the First USA Credit Card Master Trust Class B
Floating Rate Asset Backed Certificates, Series 1998-2 (the "Class B
Certificates") with the intention that the Class A Certificates and Class B
Certificates will qualify under applicable tax law as indebtedness, and the
Transferor and each holder of a Class A Certificate (a "Class A
Certificateholder") or any interest therein, by acceptance of its Class A
Certificate or any interest therein, agrees to treat the Class A Certificates
for purposes of United States federal, state, local and foreign income or
franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
The Trust's assets are allocated in part to the holders of the Class A
Certificates, the holders of the Class B Certificates and the holders of the
First USA Credit Card Master Trust Excess Collateral, Series 1998-2 (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
A-1-3
<PAGE>
for one or more Series of Certificates and a reissued Exchangeable Transferor
Certificate upon the conditions set forth in the Agreement. In addition, to the
extent permitted for any Series of Certificates by the related Supplement, the
Certificateholders of such Series may tender their Certificates and the
Transferor may tender the Exchangeable Transferor Certificate in exchange for
one or more Series of Certificates and a reissued Exchangeable Transferor
Certificate.
Interest payable on any Distribution Date with respect to the portion of
this Class A Temporary Global Certificate not exchanged for the Class A
Permanent Global Certificate shall be held by the A/B Paying Agent for payment
(without interest accrued thereon) such time as the person appearing in the
records of the A/B Paying Agent as the beneficial owner hereof or a portion
hereof has delivered to the A/B Paying Agent a certification and the A/B Paying
Agent has delivered to the Trustee a certification, in each case pursuant to
Section 6.16 of the Series Supplement on or prior to such date of distribution;
until so exchanged in full, this Temporary Global Certificate shall in all other
respects be entitled to the same benefits as Class A Bearer Certificates under
the Agreement.
On any redemption, purchase, exchange or cancellation of any of the Class A
Certificates represented by this Class A Temporary Global Certificate, details
of such redemption, purchase, exchange or cancellation shall be entered by or on
behalf of the Trust in Schedule A hereto recording any such redemption,
purchase, exchange or cancellation and shall be signed by or on behalf of the
Trust. Upon any such redemption, purchase, exchange or cancellation, the
principal amount of this Class A Temporary Global Certificate and the Class A
Certificates represented by this Class A Temporary Global Certificate shall be
reduced by the principal amount so redeemed, purchased, exchanged or cancelled.
This Temporary Global Certificate is exchangeable on and after the
Temporary Global Certificate Exchange Date in whole or from time to time in part
for the Class A Permanent Global Certificate without interest coupons attached
upon presentation of this Temporary Global Certificate by the bearer hereof at
the office of the Trustee or its agent in London, England, upon presentation of
certifications, in the form required by Section 6.16 of the Series Supplement,
to the effect that the beneficial owners of such Class A Bearer
A-1-4
<PAGE>
Certificates are not United States persons. Upon exchange of any portion of this
Temporary Global Certificate for the Class A Permanent Global Certificate, the
Trustee or its agent shall cause Schedule A of this Temporary Global Certificate
to be endorsed to reflect the reduction of its principal amount by an amount
equal to the aggregate principal amount of such Class A Permanent Global
Certificate, whereupon the principal amount hereof shall be reduced for all
purposes by the amount so exchanged and noted.
On an exchange of the whole of this Class A Temporary Global Certificate,
this Class A Temporary Global Certificate shall be surrendered to the Trustee or
its agent at its office in London, England for cancellation and shall be
returned by the Trustee to the Transferor.
Notwithstanding any of the foregoing, any Class A Permanent Global
Certificate issued in exchange for a beneficial interest in the Temporary Global
Certificate as provided herein shall be delivered only outside the United
States.
Any money paid by the Trust to any of the Paying Agents for payment of
principal or interest which remains unclaimed for two years after such principal
or interest shall have become due and payable will be repaid to the Trust, and
thereafter any holder of a Certificate or a Coupon may look only to the Trust
for payment thereof.
THIS CLASS A TEMPORARY GLOBAL CERTIFICATE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, UNITED STATES OF
AMERICA, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.
As used herein, the term "United States" means the United States of America
(including the States and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction. "U.S. Person" shall
have the meaning given to it by Regulation S under the Securities Act and
"United States person" shall have the meaning given to it under the United
States Internal Revenue Code.
A-1-5
<PAGE>
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be duly
executed on this 21st day of May, 1998.
FIRST USA BANK
By:
---------------------------------------------
Name: Thomas J. Hopkins
Title: Vice President
A-1-6
<PAGE>
CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in the within-mentioned
Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
as Authenticating Agent
Date: May 21, 1998
By:
--------------------------------------------
Name:
Title:
A-1-7
<PAGE>
Schedule A
SCHEDULE OF EXCHANGES
FOR CLASS A CERTIFICATES REPRESENTED BY
THE CLASS A PERMANENT GLOBAL CERTIFICATE OR
REDEMPTIONS OR PURCHASES AND CANCELLATIONS
The following exchanges of a part of this Class A Temporary Global Certificate
for the Class A Permanent Global Certificate, in whole or in part, or
redemptions, purchases or cancellations of this Class A Temporary Global
Certificate have been made:
Part of
principal
amount of
this Class A
Temporary Remaining
Global Cer- principal
tificate amount of
exchanged this Class A
for Class A Temporary
Certificates Global Cer-
represented tificate Amount of
by the Class following interest
Date of A Permanent such ex- paid with
exchange or Global Cer- change, or delivery of
redemption tificate or redemption the Class A Notation
or purchase redeemed or or purchase Permanent made by or
or cancella- purchased or or cancella- Global Cer- on behalf of
tion cancelled tion tificate the Trust
- ---------------------------------------------------------------------------
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
A-1-8
<PAGE>
TRUSTEE
-------
The Bank of New York (Delaware)
White Clay Center
Route 273
Newark, Delaware 19801
PAYING AGENT
------------
The Bank of New York, London Branch
46 Berkeley Street
London WIX 6AA
United Kingdom
A-1-9
<PAGE>
EXHIBIT A-2
FORM OF CLASS A PERMANENT GLOBAL CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO ANY U.S. PERSON (EACH AS
DEFINED HEREIN).
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
THIS CERTIFICATE IS A CLASS A PERMANENT GLOBAL CERTIFICATE, WITHOUT
COUPONS, EXCHANGEABLE FOR CLASS A BEARER CERTIFICATES WITH INTEREST COUPONS. THE
RIGHTS ATTACHING TO THIS GLOBAL CERTIFICATE, AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE ARE SPECIFIED IN THE AGREEMENT (AS DEFINED HEREIN).
NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS GLOBAL CERTIFICATE
SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE
PROVISIONS HEREOF.
CLASS A PERMANENT GLOBAL CERTIFICATE
representing
FIRST USA CREDIT CARD MASTER TRUST
U.S. $579,000,000
CLASS A FLOATING RATE ASSET BACKED CERTIFICATES,
SERIES 1998-2
Class A Scheduled Payment Date:
The June 2008 Distribution Date
Each U.S. $100,000 and U.S. $10,000 denomination evidencing an undivided
interest in a trust, the corpus of which consists of receivables generated from
time to time in the ordinary course of business in a portfolio of VISA
<PAGE>
/(R)/ and MasterCard/(R)//**/ credit card accounts generated or to be generated
by First USA Bank (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank or any affiliate thereof)
This certifies that the bearer of this Class A Permanent Global Certificate
is the owner of a fractional undivided interest in the First USA Credit Card
Master Trust (the "Trust") issued pursuant to the Pooling and Servicing
Agreement, dated as of September 1, 1992 between the Bank, as Transferor (the
"Transferor") and as Servicer (the "Servicer"), and The Bank of New York
(Delaware), as trustee (the "Trustee") of the Trust (the "Agreement"; such term
to include any Supplement or amendment thereto) as supplemented by the Series
1998-2 Supplement (the "Series 1998-2 Supplement"), dated as of May 21, 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 1998-2 Supplement), and
all other assets and interests constituting the Trust and all proceeds of the
foregoing. The Receivables consist of amounts charged by cardholders for goods
and services and cash advances (such amounts, less the amount of Discount
Receivables, the "Principal Receivables"), plus the related periodic finance
charges (the "Periodic Finance Charges"), annual membership fees ("Annual
Membership Fees"), and amounts charged to the Accounts in respect of cash
advance finance charges, late fees, overlimit fees, return check fees and
similar fees and charges (the "Other Charges"). Receivables in an amount equal
to the product of the Yield Factor (initially 1.3%) and amounts charged by
cardholders for goods and
- --------------------
/**/ VISA/(R)/ and MasterCard/(R)/ are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
A-2-2
<PAGE>
services and cash advances (the "Discount Receivables") will be allocated to the
Certificates and treated as Finance Charge Receivables (Discount Receivables,
together with the Periodic Finance Charges, Annual Membership Fees and Other
Charges, the "Finance Charge Receivables").
Although a summary of certain provisions of the Agreement is set forth
below, this Class A Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced hereby
and the rights, duties and obligations of the Trustee. A copy of the Agreement
may be requested from the Trustee by writing to the Trustee at The Bank of New
York (Delaware), White Clay Center, Route 273, Newark, Delaware, 19711,
Attention: Bond Administration. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement. In the case of any conflict between terms specified in this Class A
Certificate and terms specified in the Agreement, the terms of the Agreement
shall govern.
The Transferor has structured the Agreement, the First USA Credit Card
Master Trust Class A Floating Rate Asset Backed Certificates, Series 1998-2 (the
"Class A Certificates") and the First USA Credit Card Master Trust Class B
Floating Rate Asset Backed Certificates, Series 1998-2 (the "Class B
Certificates") with the intention that the Class A Certificates and Class B
Certificates will qualify under applicable tax law as indebtedness, and the
Transferor and each holder of a Class A Certificate (a "Class A
Certificateholder") or any interest therein, by acceptance of its Class A
Certificate or any interest therein, agrees to treat the Class A Certificates
for purposes of United States federal, state, local and foreign income or
franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
The Trust's assets are allocated in part to the holders of the Class A
Certificates, the holders of the Class B Certificates and the holders of the
First USA Credit Card Master Trust Excess Collateral, Series 1998-2 (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
A-2-3
<PAGE>
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. In
addition, to the extent permitted for any Series of Certificates by the related
Supplement, the Certificateholders of such Series may tender their Certificates
and the Transferor may tender the Exchangeable Transferor Certificate in
exchange for one or more Series of Certificates and a reissued Exchangeable
Transferor Certificate.
This Class A Permanent Global Certificate is to be held by a depositary on
behalf of account holders which have an interest in the Class A Certificates
represented by this Class A Permanent Global Certificate.
For value received, the Trust, subject to and in accordance with the
Pooling and Servicing Agreement, promises to pay to the bearer hereof on each
Distribution Date and the Class A Scheduled Payment Date, or on such earlier
date as the Class A Certificates may become due and repayable in accordance with
the Pooling and Servicing Agreement, the amount payable under the Pooling and
Servicing Agreement with respect to principal on the Class A Certificates then
represented by this Class A Permanent Global Certificate and to pay interest (if
any) on the principal amount of the Class A Certificates from time to time
represented by this Class A Permanent Global Certificate calculated and
payable as provided in the Pooling and Servicing Agreement, upon presentation
and, at maturity, surrender of this Class A Permanent Global Certificate at the
principal office of the A/B Paying Agent in London, England, or at the offices
of any of the other paying agents located outside the United States (except as
provided in the Pooling and Servicing Agreement) from time to time appointed
by the Trustee in respect of the Class A Certificates. Interest on this Class A
Permanent Global Certificate is payable only outside the United States
A-2-4
<PAGE>
(except as provided in the Pooling and Servicing Agreement). Any monies paid by
the Trustee to the Principal Paying Agent for the payment of principal or
interest on any Class A Certificates and remaining unclaimed at the end of two
years after such principal or interest shall have become due and payable
(whether at maturity or otherwise) shall then be repaid to the Trust and upon
such repayment all liability of the Principal Paying Agent with respect thereto
shall thereupon cease, without, however, limiting in any way any obligation the
Trust may have to pay the principal of or interest on such Class A Certificates
as the same shall become due. On any payment of interest or principal being made
details of such payment shall be entered by or on behalf of the Trust in
Schedule A hereto and the relevant space in Schedule B hereto recording any such
payment shall be signed by or on behalf of the Trust.
On any redemption, purchase, exchange or cancellation of any of the Class A
Certificates represented by this Class A Permanent Global Certificate, details
of such redemption, purchase, exchange or cancellation shall be entered by the
Trustee or its agent on behalf of the Trust in Schedule A hereto recording any
such redemption, purchase, exchange or cancellation and shall be signed by or
on behalf of the Trust. Upon any such redemption, purchase, exchange or
cancellation, the principal amount of this Class A Permanent Global Certificate
and the Class A Certificates represented by this Class A Permanent Global
Certificate shall be reduced by the principal amount so redeemed, purchased,
exchanged or cancelled.
The Class A Certificates represented by this Class A Permanent Global
Certificate were originally represented by the Class A Temporary Global
Certificate. Unless the Class A Temporary Global Certificate was exchanged in
whole on the issue hereof, interests in such Temporary Global Certificate may be
further exchanged, on the terms and conditions set out therein, for interests in
this Class A Permanent Global Certificate. If any such exchange occurs
following the issue hereof, the Trustee or its agent shall endorse Schedule B
hereto to reflect the increase in the aggregate principal amount of this Class A
Permanent Global Certificate due to each such exchange, whereupon the principal
amount hereof shall be increased for all purposes by the amount so exchanged and
endorsed.
A-2-5
<PAGE>
This Class A Permanent Global Certificate may be exchanged, free of charge,
in whole, for security-printed Class A Bearer Certificates in denominations of
U.S. $100,000 and U.S. $10,000 each. Subject to the terms of the Pooling and
Servicing Agreement, after the Temporary Global Certificate Exchange Date, such
exchange will be made upon presentation of this Class A Permanent Global
Certificate by the bearer hereof on any day (other than a Saturday or a Sunday)
on which banks are open for business in London at the principal office of the
Trustee or its agent in London, England. The aggregate principal amount of
Class A Bearer Certificates issued upon an exchange of this Class A Permanent
Global Certificate will be equal to the aggregate principal amount of this Class
A Permanent Global Certificate as shown in Schedule B hereto. On an exchange of
the whole of this Class A Permanent Global Certificate, this Class A Permanent
Global Certificate shall be surrendered to the Trustee or its agent in London,
England (or at such other place outside the United States as the Trustee may
agree). The security-printed Class A Bearer Certificates to be delivered in
exchange for this Class A Permanent Global Certificate shall be delivered only
outside the United States.
Until the exchange of this Class A Permanent Global Certificate as
aforesaid, the bearer hereof shall in all respects be entitled to the same
benefits as if it were the bearer of Class A Bearer Certificates and the Coupons
in the form set out in the Pooling and Servicing Agreement.
Notwithstanding any of the foregoing, any Class A Bearer Certificate issued
in exchange for a beneficial interest in the Permanent Global Certificate as
provided herein shall be delivered only outside the United States.
Any money paid by the Trust to any of the Paying Agents for payment of
principal or interest which remains unclaimed for two years after such principal
or interest shall have become due and payable will be repaid to the Trust, and
thereafter any holder of a Certificate or a Coupon may look only to the Trust
for payment thereof.
THIS CLASS A PERMANENT GLOBAL CERTIFICATE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, UNITED STATES OF
AMERICA, WITHOUT
A-2-6
<PAGE>
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
As used herein, the term "United States" means the United States of America
(including the States and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction. "U.S. Person" shall
have the meaning given to it by Regulation S under the Securities Act and
"United States person" shall have the meaning given to it under the United
States Internal Revenue Code.
A-2-7
<PAGE>
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be duly
executed on this ___ day of ________, ____.
FIRST USA BANK
By:
------------------------------------
Name:
Title:
A-2-8
<PAGE>
CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in the within-mentioned
Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
as Authenticating Agent
Date:
-------- --, ----
By:
-----------------------------------------
Name:
Title:
A-2-9
<PAGE>
SCHEDULE A
----------
PART I
------
Total Amount Confirmation of
Interest Date of of Interest Amount of payment by or on
Payment Date Payment Payable Interest Amount behalf of the Trust
- ------------------------------------------------------------------------------
First _______ ______________ _______________ ___________________
Second _______ ______________ _______________ ___________________
[continue numbering until the appropriate number of interest payment dates for
the particular Series of Certificates is reached]
A-2-10
<PAGE>
PART II
-------
PRINCIPAL PAYMENTS
------------------
Confirmation of
payment by or
Date of Payment Total Amount Payable Total Amount Paid on behalf of the Trust
- --------------------------------------------------------------------------------
- --------------- -------------------- ----------------- ----------------------
- --------------- -------------------- ----------------- ----------------------
[continue numbering until the appropriate number of installment dates for the
particular Series of Certificates is reached]
A-2-11
<PAGE>
Schedule B
SCHEDULE OF EXCHANGES OF THE CLASS A TEMPORARY
----------------------------------------------
GLOBAL CERTIFICATE
------------------
OR REDEMPTIONS OR PURCHASES AND CANCELLATIONS
---------------------------------------------
The following increases of this Class A Permanent Global Certificate, or
redemptions or purchases or cancellations of this Class A Permanent Global
Certificate have been made:
<TABLE>
<CAPTION>
Increase in principal
amount of this Class A
Permanent Global
Certificate due to Remaining principal amount
exchanges of the Class A of this Class A Permanent
Temporary Global Global Certificate
Date of exchange, or Certificate for this Class following such exchange, Notation made by
redemption or purchase A Permanent Global or redemption or purchase or on behalf of
or cancellation Certificate or cancellation the Trust
<S> <C> <C> <C>
- ---------------------- -------------------------- -------------------------- ----------------
- ---------------------- -------------------------- -------------------------- ----------------
- ---------------------- -------------------------- -------------------------- ----------------
- ---------------------- -------------------------- -------------------------- ----------------
</TABLE>
A-2-12
<PAGE>
TRUSTEE
-------
The Bank of New York (Delaware)
White Clay Center
Route 273
Newark, Delaware 19801
PAYING AGENT
------------
The Bank of New York, London Branch
46 Berkeley Street
London WXI 6AA
United Kingdom
A-2-13
<PAGE>
EXHIBIT A-3
FORM OF CLASS A BEARER CERTIFICATE
BEARER
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 , AS AMENDED (THE "SECURITIES ACT"). NEITHER THIS
CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO ANY U.S. PERSON (EACH AS DEFINED HEREIN)
EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(J) AND 1287(A) OF THE INTERNAL REVENUE CODE.
No. _____ $__________
FIRST USA CREDIT CARD MASTER TRUST CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1998-2
Class A Scheduled Payment Date:
The June 2008 Distribution Date
Each U.S. $100,000 and U.S. $10,000 denomination evidencing an
undivided interest in a trust, the corpus of which consists of receivables
generated from time to time in the ordinary course of business in a portfolio of
VISA/(R)/ and MasterCard/(R)/*** credit card accounts generated or to be
generated by First USA Bank (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank or any affiliate thereof)
- ------------------------------
*** VISA/(R)/ and MasterCard/(R)/ are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
<PAGE>
This certifies that the bearer of this Class A Bearer Certificate (the
"Class A Certificateholder") is the owner of a fractional undivided interest in
the First USA Credit Card Master Trust (the "Trust") issued pursuant to the
Pooling and Servicing Agreement, dated as of 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), and as
supplemented by the Series 1998-2 Supplement (the "Series 1998-2 Supplement"),
dated as of May 21, 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
1998-2 Supplement), and all other assets and interests constituting the Trust
and all proceeds of the foregoing. The Receivables consist of amounts charged
by cardholders for goods and services and cash advances (such amounts, less the
amount of Discount Receivables, the "Principal Receivables"), plus the related
periodic finance charges (the "Periodic Finance Charges"), annual membership
fees ("Annual Membership Fees"), and amounts charged to the Accounts in respect
of cash advance finance charges, late fees, overlimit fees, return check fees
and similar fees and charges (the "Other Charges"). Receivables in an amount
equal to the product of the Yield Factor (initially 1.3%) and amounts charged by
cardholders for goods and services and cash advances (the "Discount
Receivables") will be allocated to the Certificates and treated as Finance
Charge Receivables (Discount Receivables, together with the Periodic Finance
Charges, Annual Membership Fees and Other Charges, the "Finance Charge
Receivables").
Although a summary of certain provisions of the Agreement is set forth on
the reverse of this Certificate, this Class A Certificate does not purport to
summarize the Agreement and reference is made to the Agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and
duties evidenced hereby and the rights, duties and obligations of the Trustee.
A
A-3-2
<PAGE>
copy of the Agreement may be requested from the Trustee by writing to the
Trustee at The Bank of New York (Delaware), White Clay Center, Route 273,
Newark, Delaware, 19711, Attention: Bond Administration. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
them in the Agreement. In the case of any conflict between terms specified in
this Class A Certificate and terms specified in the Agreement, the terms of the
Agreement shall govern.
The Transferor has structured the Agreement, the First USA Credit Card
Master Trust Class A Floating Rate Asset Backed Certificates, Series 1998-2 (the
"Class A Certificates") and the First USA Credit Card Master Trust Class B
Floating Rate Asset Backed Certificates, Series 1998-2 (the "Class B
Certificates") with the intention that the Class A Certificates and Class B
Certificates will qualify under applicable tax law as indebtedness, and the
Transferor and each holder of a Class A Certificate (a "Class A
Certificateholder") or any interest therein, by acceptance of its Class A
Certificate or any interest therein, agrees to treat the Class A Certificates
for purposes of United States federal, state, local and foreign income or
franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
Final payment of this Class A Bearer Certificate will be made only upon
presentation and surrender of this Class A Bearer Certificate at the office or
agency specified in the notice of final distribution delivered by the Trustee to
the Investor Certificateholder in accordance with the Agreement (which
presentation and surrender and final payment shall only be made outside the
United States, except as otherwise provided in the immediately preceding
paragraph).
A-3-3
<PAGE>
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be duly
executed on this ____ day of ________, ____.
FIRST USA BANK
By:
----------------------------------------
Name:
Title:
A-3-4
<PAGE>
CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in the within-
mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
as Authenticating Agent
Date:
-------- --, ----
By:
-----------------------------------------
Name:
Title:
A-3-5
<PAGE>
[REVERSE SIDE OF CERTIFICATES]
The Trust's assets are allocated in part to the holders of the Class A
Certificates, the holders of the Class B Certificates and the holders of the
First USA Credit Card Master Trust Excess Collateral, Series 1998-2 (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. In addition, to the extent permitted for any Series of
Certificates by the related Supplement, the Certificateholders of such Series
may tender their Certificates and the Transferor may tender the Exchangeable
Transferor Certificate in exchange for one or more Series of Certificates and a
reissued Exchangeable Transferor Certificate.
The Class A Bearer Certificates are issued in bearer form with
interest coupons attached. The Class A Bearer Certificates are bearer
instruments, title to which (including title to any and all Coupons appertaining
thereto) passes by delivery. The bearer of a Class A Bearer Certificate and the
bearer of any Coupon may (to the fullest extent permitted by applicable laws) be
treated at all times, by all persons and for all purposes as the absolute owner
of such Certificate or Coupon, as the case may be, whether or not such
Certificate or Coupon shall be overdue, and regardless of any notice of
ownership, theft, loss or other interest therein or of any writing thereon.
The Class A Bearer Certificates are issuable only in denominations of
U.S. $100,000 and U.S. $10,000. Distributions of principal of and interest on
the Class A Bearer Certificates will be payable in United States
A-3-6
<PAGE>
dollars only upon presentation of such Class A Bearer Certificates or Coupons,
as the case may be, at the offices of the A/B Paying Agent in London, England
and any co-paying agents outside the United States as may be appointed from time
to time. At the option of the Holder and subject to applicable laws and
regulations, such payments will be made by a United States dollar check or
United States dollar bank draft drawn on a bank account of the A/B Paying Agent
in London, England or by transfer in same day funds to a United States dollar
account maintained by the Holder with a bank outside the United States, subject
in each case to all applicable laws and regulations. If such payment at the
offices of the A/B Paying Agent in London, England becomes illegal or is
effectively precluded because of the imposition of exchange controls or other
similar restrictions on the full payment or receipt of such amounts in United
States dollars, payments with respect to the Class A Bearer Certificates and
Coupons will be made at the office of the Excess Collateral Paying Agent in New
York City. Except as provided in the preceding sentence, no demand for payment
or payment on the Class A Bearer Certificate or Coupons may be made at any
office of the Excess Collateral Paying Agent, or of any co-paying agent
maintained by the Trustee, in the United States, nor will any payment be made by
transfer to an account in, or by mail to an address in, the United States.
The Bank has initially appointed the paying agent listed at the back
hereof. Until the Class A Certificates are paid in full, the Trustee will
maintain a paying agent having offices in Western Europe. Notice of any
termination or appointment or of any change in the office through which the
Trustee, or the paying agent will act will be promptly given once in the manner
described in Section 13.05 of the Agreement.
The Class A Initial Invested Amount is $579,000,000. The Class A
Invested Amount for any monthly Distribution Date will be an amount equal to
$579,000,000 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 5.53125%
per annum on the Class A Initial Invested Amount from May 21, 1998 through June
17, 1998,
A-3-7
<PAGE>
and for each Interest Period thereafter, the Class A Certificates will bear
interest at a per annum rate of 0.125% below 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 June 18, 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 Series Termination Date (each such date a "Distribution
Date"), in an amount equal to the product of (a) the actual number of days in
the related Interest Period divided by 360, (b) the Class A Certificate Rate and
(c) the Class A Outstanding Principal Balance on the last day of the Monthly
Period immediately preceding such Distribution Date. Interest for a
Distribution Date will accrue from and including the previous Distribution Date
(or in the case of the first Distribution Date, from and including the Closing
Date), to, and including, the day immediately preceding the current
Distribution Date. Interest payments will be made from Collections of Finance
Charge Receivables and certain other amounts allocated to the Class A
Certificates comprising Class A Available Funds and, in certain circumstances,
from Reallocated Principal Collections on June 18, 2008, and on each
Distribution Date thereafter until the Series 1998-2 Termination Date. Interest
will be payable monthly on each Distribution Date to the Class A
Certificateholders of record as of the related Record Date. The Record Date with
respect to any Distribution Date shall be the last day of the calendar month
preceding such Distribution Date.
If on any Distribution Date the Class A Available Funds are
insufficient to cover the Class A Monthly Interest and any overdue Class A
Monthly Interest due on such Distribution Date, Class A Default Interest, if
any, for such Distribution Date, any overdue Class A Default Interest, the Class
A Investor Default Amount for such Distribution Date and, if the Bank is no
longer the Servicer, the Class A Monthly Servicing Fee for such Distribution
Date (such deficiency the "Class A Required Amount"), Excess Finance Charge
Collections will be applied to fund the Class A Required Amount. If Excess
Finance Charge Collections are insufficient to fund the Class A Required Amount,
if any, an amount equal to the lesser of (x) the Excess Collateral Amount and
(y) the product of (a)(i) during the Revolving Period, the Excess Collateral
Floating Allocation Percentage or (ii) during
A-3-8
<PAGE>
an Amortization Period, the Excess Collateral Fixed/Floating Allocation
Percentage and (b) the amount of Collections of Principal Receivables with
respect to the related Monthly Period (such amount as so applied, "Reallocated
Excess Collateral Principal Collections") will be applied to the extent of any
remaining Class A Required Amount.
If the Class A Required Amount for any Monthly Period exceeds both the
amount of available Excess Finance Charge Collections and the amount of
available Reallocated Excess Collateral Principal Collections for such Monthly
Period, then an amount equal to the lesser of (x) the Class B Invested Amount
and (y) the product of (a)(i) during the Revolving Period, the Class B Floating
Allocation Percentage or (ii) during an Amortization Period, the Class B
Fixed/Floating Allocation Percentage and (b) the amount of Collections of
Principal Receivables with respect to the related Monthly Period (such amount
as so applied, "Reallocated Class B Principal Collections") will be applied to
the extent of any remaining Class A Required Amount.
On each Distribution Date the Excess Collateral Amount will 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 Invested 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 the reallocation of Collections of Principal Receivables would cause the
Class B Invested Amount to be a negative number on any Distribution Date,
Collections of Principal Receivables will be reallocated on such Distribution
Date in an aggregate amount equal to the amount which would cause the Class B
Invested Amount to be reduced to zero.
The Bank, as Servicer, is entitled to receive as servicing
compensation a monthly servicing fee in an amount equal to, with respect to each
Series, one-twelfth of the product of the applicable Servicing Fee Percentage
and the Invested Amount for such Series with respect to the related Monthly
Period. The share of the Servicing Fee for each Monthly Period allocable to the
Class A Certificates shall be equal to one-twelfth of the product of the Series
Servicing Fee Percentage and the Class A
A-3-9
<PAGE>
Adjusted Invested Amount on the last day of the preceding Monthly Period (the
"Class A Monthly Servicing Fee").
As described in the Agreement, Collections of Principal Receivables
with respect to any Monthly Period will be allocated on the related
Determination Date on the basis of the aggregate Investor Percentage of all
Series and the Transferor Percentage with respect to the Principal
Receivables. Such allocation will be performed both during the Revolving Period
and any Amortization Period. Throughout the existence of the Trust, the Servicer
will allocate to the Transferor, as holder of the Exchangeable Transferor
Certificate, an amount equal to the Transferor Percentage of the aggregate
amount of Collections of Finance Charge Receivables and Principal Receivables
for each Monthly Period. During the Revolving Period relating to the Investor
Certificates, the Class B Floating Allocation Percentage of Collections of
Principal Receivables and the 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 Series Termination
Date. On each Transfer Date following the commencement of the Accumulation
Period, prior to the earlier of the payment of the Class A Invested Amount in
full and the commencement of the Rapid Amortization Period, the Trustee will
deposit in the Principal Funding Account an amount equal to the least of (a)
Available Investor Principal Collections with respect to the preceding Monthly
Period, (b) the applicable Controlled Deposit Amount and (c) the Class A
Adjusted Invested Amount prior to any such deposit on such day. Amounts in the
Principal Funding Account will be paid to the Class A Certificateholders on the
Class A Scheduled Payment Date. After the full amount of the Class A Invested
Amount has been deposited in the Principal Funding Account and beginning with
the Transfer Date related to
A-3-10
<PAGE>
the Class B Principal Commencement Date, prior to the commencement of the Rapid
Amortization Period, the Trustee will deposit in the Principal Funding Account
an amount equal to the least of (a) the Available Investor Principal Collections
with respect to the preceding Monthly Period remaining after application thereof
to the Class A Invested Amount, (b) the applicable Controlled Deposit Amount
(minus the Class A Monthly Principal with respect to such Transfer Date) and (c)
the Class B Adjusted Invested Amount prior to any such deposit on such day.
After payment in full of the Class A Invested Amount, amounts in the Principal
Funding Account will be paid to the Class B Certificateholders on the Class B
Scheduled Payment Date. After the full amount of the sum of the Class A Invested
Amount and the Class B Invested Amount has been deposited in the Principal
Funding Account, prior to the commencement of the Rapid Amortization Period, the
Trustee will deposit in the Principal Funding Account an amount equal to the
least of (a) the Available Investor Principal Collections with respect to the
preceding Monthly Period remaining after application thereof to the Class A
Invested Amount and the Class B Invested Amount, (b) the applicable Controlled
Deposit Amount (minus the Class A Monthly Principal and the Class B Monthly
Principal with respect to such Transfer Date) and (c) the 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, the Servicer may elect to postpone
the commencement of the Accumulation Period, and extend the length of the
Revolving Period, subject to certain conditions as set forth in the Agreement.
The Servicer may make such election only if the Accumulation Period Length is
less than twelve months. On each Determination Date until the Accumulation
Period begins, the Servicer will determine the "Accumulation Period Length,"
which is the number of months expected to be required to fully fund the
Principal Funding Account no later than the Class A Scheduled Payment Date,
based on (a) the expected monthly Collections of Principal Receivables
expected to be distributable to the
A-3-11
<PAGE>
Certificateholders of all Series (excluding certain other Series, as set forth
in the Agreement), assuming a principal payment rate no greater than the lowest
monthly principal payment rate on the Receivables for the preceding twelve
months and (b) the amount of principal expected to be distributable to
certificateholders of Series (which may exclude certain other Series) which are
not expected to be in their revolving periods during the Accumulation Period. If
the Accumulation Period Length is less than twelve months, the Servicer may, at
its option, postpone the commencement of the Accumulation Period such that the
number of months included in the Accumulation Period will be equal to or exceed
the Accumulation Period Length. The length of the Accumulation Period shall not
be less than one month.
Unless the Rapid Amortization Period has begun, funds on deposit in
the Principal Funding Account will be distributed to the Class A
Certificateholders on the June 2008 Distribution Date (the "Class A Scheduled
Payment Date"). If the aggregate principal amount of deposits made to the
Principal Funding Account are insufficient to pay in full the Class A Invested
Amount on the Class A Scheduled Payment Date the Rapid Amortization Period will
commence and on each Distribution Date thereafter until the Class A Invested
Amount is paid in full, the Class A Certificateholders will receive
distributions of Class A Monthly Principal and Class A Monthly Interest.
If, for any Monthly Period, the Available Investor Principal
Collections for such Monthly Period exceed the applicable Controlled Deposit
Amount, any such excess will be treated as Excess Principal Collections and
allocated to the holders of other Series issued and outstanding or, subject to
certain limitations described in the Agreement, paid to the holder of the
Exchangeable Transferor Certificate. If, for any Monthly Period, the
Available Investor Principal Collections for such Monthly Period and Excess
Principal Collections allocable to Series 1998-2 are less than the applicable
Controlled Deposit Amount, the amount of such deficiency will be the applicable
"Accumulation Shortfall" for the succeeding Monthly Period.
If a Pay Out Event occurs during the Accumulation Period, the Rapid
Amortization Period will commence and any amount on deposit in the Principal
Funding Account will be distributed to the Certificateholders of each Class of
Certificates, sequentially, in order of senior-
A-3-12
<PAGE>
ity, 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 Series Termination Date
(the "Rapid Amortization Period"), collections of Principal Receivables
allocated to the Invested Amount will no longer be paid to the holder of the
Exchangeable Transferor Certificate or to the holders of the certificates of
any other Series or, if the Accumulation Period has commenced, deposited in
the Principal Funding Account, but instead will be distributed to the Class A
Certificateholders and, following payment in full of the Class A Invested
Amount, to the Class B Certificateholders, and, following payment in full of the
Class B Invested Amount, to the 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. Amounts deposited in the Principal Funding Account for the benefit
of the Class B Certificates will be paid to the Class B Certificateholders on
the June 2008 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
A-3-13
<PAGE>
of all collections of Principal Receivables and certain other amounts for the
preceding Monthly Period remaining after payment of the Class A Certificates in
full will be distributed to the Class B Certificateholders.
Subject to the Agreement, payments of principal are limited to the
unpaid Class A Invested Amount of the Class A Certificates, which may be less
than the unpaid balance of the Class A Certificates pursuant to the terms of the
Agreement. All principal of and interest on the Class A Certificates is due and
payable no later than February 18, 2011 (or if such day is not a Business Day,
the next succeeding Business Day) (the "Series Termination Date"). After the
Series Termination Date, neither the Trust nor the Transferor will have any
further obligation to distribute principal or interest on the Class A
Certificates. In the event that the Invested Amount is greater than zero on the
Series Termination Date, the Trustee will sell or cause to be sold, to the
extent necessary, an amount of interests in the Receivables or certain of the
Receivables up to 110% of the sum of the Class A Invested Amount, the Class B
Invested Amount and the Excess Collateral Amount at the close of business on
such date (but not more than the total amount of Receivables allocable to the
Investor Certificates), and shall pay the proceeds to the Class A
Certificateholders pro rata then to the Class B Certificateholders pro rata and
then to the Excess Collateral Holders pro rata in final payment of the
Investor Certificates.
The Agreement and any Supplement may be amended by the Transferor, the
Servicer and the Trustee, without the consent of certificateholders of any
Series then outstanding for any purpose, provided that (i) the Transferor shall
--------
deliver an opinion of counsel acceptable to the Trustee to the effect that such
amendment will not adversely affect in any material respect the interest of such
certificateholders, and (ii) such amendment will not result in a withdrawal or
reduction of the rating of any outstanding Series.
The Agreement and the Series 1998-2 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 1998-2 Supplement or
A-3-14
<PAGE>
of modifying in any manner the rights of certificateholders of any then
outstanding Series. No such amendment, however, may (a) reduce in any manner the
amount of, or delay the timing of, distributions required to be made on any such
Series, (b) change the definition of or the manner of calculating the interest
of any certificateholder of such Series, or (c) reduce the aforesaid percentage
of undivided interests the holders of which are required to consent to any such
amendment, in each case without the consent of all certificateholders of all
Series adversely affected. Promptly following the execution of any amendment to
the Agreement, the Trustee will furnish written notice of the substance of such
amendment to each Class A Certificateholder.
On each Distribution Date, the Trustee shall pay to the A/B Paying
Agent in London, England for payment to the Class A Certificateholders and the
Class B Certificateholders the amount deposited on the related Transfer Date
into the A/B Distribution Account in respect of Class A Monthly Interest and
Class B Monthly Interest, respectively. On each Transfer Date, the Trustee
shall pay to the Excess Collateral Holders the Excess Collateral Monthly
Interest, to the extent funds are available. Distributions with respect to this
Series 1998-2 Certificate will be made by the Trustee by, except as otherwise
provided in the Agreement, check mailed to the address of each Series 1998-2
Certificateholder of record appearing in the Certificate Register and except for
the final distribution in respect of this Series 1998-2 Certificate, without the
presentation or surrender of this Series 1998-2 Certificate or the making of any
notation thereon; provided that with respect to Series 1998-2 Certificates
--------
registered in the name of the nominee of a Clearing Agency, distributions will
be made in the form of immediately available funds.
This Class A Bearer Certificate represents an interest in only the
First USA Credit Card Master Trust. This Class A Bearer Certificate does not
represent an obligation of, or an interest in, the Transferor or the Servicer,
and neither the Series 1998-2 Certificates nor the Accounts or Receivables are
insured or guaranteed by the United States Federal Deposit Insurance Corporation
or any other governmental agency. This Class A Bearer Certificate is limited
in right of payment to certain collections respecting the Receivables, all as
more specifically set forth hereinabove and in the Agreement.
A-3-15
<PAGE>
As provided in the Agreement and subject to certain limitations set
forth therein, Class A Bearer Certificates are exchangeable for new Class A
Bearer Certificates evidencing like aggregate Undivided Interest, as requested
by the Class A Certificateholder surrendering such Class A Bearer Certificates.
No service charge may be imposed for any such exchange but the Servicer and the
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
No additional amounts will be payable to a Certificateholder in the
event of any deduction or withholding on or for the account of any present or
future tax, assessment or other governmental charge imposed upon any payment to
such Certificateholder by the United States or any political or taxing authority
therein or thereof.
This Class A Bearer Certificate may not be acquired by or for the
account of, directly or indirectly, any U.S. Person except in compliance with
the registration provisions of the Securities Act or pursuant to an available
exemption from such provisions. By accepting and holding this Class A Bearer
Certificate, the Holder hereof shall be deemed to have represented and warranted
that it is not a U.S. Person or that it has acquired this Class A Bearer
Certificate pursuant to an available exemption from the registration provisions
of the Securities Act or in compliance with the registration provisions thereof.
The Registrar, the Paying Agent, the Servicer and the Trustee and any
agent of any of them may treat the bearer of this Class A Bearer Certificate as
the owner hereof for all purposes, and neither the Servicer, the Trustee, the
Paying Agent or the Registrar nor any agent of any of them shall be affected by
notice to the contrary except in certain circumstances described in the
Agreement.
As used herein, the term "United States" means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction. "U.S. Person"
shall have the meaning given to it by Regulation S under the Securities Act and
"United States person" shall have the meaning given to it under the United
States Internal Revenue Code.
A-3-16
<PAGE>
THIS CLASS A BEARER CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, UNITED STATES OF AMERICA,
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
A-3-17
<PAGE>
TRUSTEE
-------
The Bank of New York (Delaware)
White Clay Center
Route 273
Newark, Delaware 19801
PAYING AGENT
------------
The Bank of New York, London Branch
46 Berkeley Street
London WIX 6AA
United Kingdom
A-3-18
<PAGE>
EXHIBIT B-1
FORM OF CLASS B TEMPORARY GLOBAL CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO ANY U.S.
PERSON (EACH AS DEFINED HEREIN).
THIS CERTIFICATE IS A CLASS B TEMPORARY GLOBAL CERTIFICATE, WITHOUT
COUPONS, EXCHANGEABLE FOR A CLASS B PERMANENT GLOBAL CERTIFICATE IN BEARER FORM
WITHOUT INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS GLOBAL CERTIFICATE,
AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE ARE SPECIFIED IN THE
AGREEMENT (AS DEFINED HEREIN).
NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS GLOBAL
CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT
PURSUANT TO THE PROVISIONS HEREOF.
CLASS B TEMPORARY GLOBAL CERTIFICATE
representing
FIRST USA CREDIT CARD MASTER TRUST
U.S. $52,320,000
CLASS B FLOATING RATE ASSET BACKED CERTIFICATES,
SERIES 1998-2
Class B Scheduled Payment Date:
The June 2008 Distribution Date
Each U.S. $100,000 and U.S. $10,000 denomination evidencing an
undivided interest in a trust, the corpus of which consists of receivables
generated from time to time in the ordinary course of business in a portfolio of
VISA/(R)/ and MasterCard/(R)//****/ credit card accounts generated or to be
generated by First USA Bank (the "Bank").
- --------------------
/****/ VISA/(R)/ and MasterCard/(R)/ are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
<PAGE>
(Not an interest in or a recourse obligation
of First USA Bank or any affiliate thereof)
This certifies that the bearer of this Class B Temporary Global
Certificate is the owner of a fractional undivided interest in the First USA
Credit Card Master Trust (the "Trust") issued pursuant to the Pooling and
Servicing Agreement, dated as of September 1, 1992 between the Bank, as
Transferor (the "Transferor") and as Servicer (the "Servicer"), and The Bank of
New York (Delaware), as trustee (the "Trustee") of the Trust (the "Agreement";
such term to include any Supplement or amendment thereto), as supplemented by
the Series 1998-2 Supplement (the "Series 1998-2 Supplement"), dated as of May
21, 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
1998-2 Supplement), and all other assets and interests constituting the Trust
and all proceeds of the foregoing. The Receivables consist of amounts charged
by cardholders for goods and services and cash advances (such amounts, less the
amount of Discount Receivables, the "Principal Receivables"), plus the related
periodic finance charges (the "Periodic Finance Charges"), annual membership
fees ("Annual Membership Fees"), and amounts charged to the Accounts in
respect of cash advance finance charges, late fees, overlimit fees, return check
fees and similar fees and charges (the "Other Charges"). Receivables in an
amount equal to the product of the Yield Factor (initially 1.3%) and amounts
charged by cardholders for goods and services and cash advances (the "Discount
Receivables") will be allocated to the Certificates and treated as Finance
Charge Receivables (Discount Receivables, together with the Periodic Finance
Charges, Annual Membership Fees and Other Charges, the "Finance Charge
Receivables").
Although a summary of certain provisions of the Agreement is set forth
below, this Class B Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for information with respect to
B-1-2
<PAGE>
the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. A copy of the
Agreement may be requested from the Trustee by writing to the Trustee at The
Bank of New York (Delaware), White Clay Center, Route 273, Newark, Delaware,
19711, Attention: Bond Administration. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement. In the case of any conflict between terms specified in this Class B
Certificate and terms specified in the Agreement, the terms of the Agreement
shall govern.
The Transferor has structured the Agreement, the First USA Credit Card
Master Trust Class A Floating Rate Asset Backed Certificates, Series 1998-2 (the
"Class A Certificates") and the First USA Credit Card Master Trust Class B
Floating Rate Asset Backed Certificates, Series 1998-2 (the "Class B
Certificates") with the intention that the Class A Certificates and Class B
Certificates will qualify under applicable tax law as indebtedness, and the
Transferor and each holder of a Class B Certificate (a "Class B
Certificateholder") or any interest therein, by acceptance of its Class B
Certificate or any interest therein, agrees to treat the Class B Certificates
for purposes of United States federal, state, local and foreign income or
franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
The Trust's assets are allocated in part to the holders of the Class A
Certificates, the holders of the Class B Certificates and the holders of the
First USA Credit Card Master Trust Excess Collateral, Series 1998-2 (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. In
B-1-3
<PAGE>
addition, to the extent permitted for any Series of Certificates by the related
Supplement, the Certificateholders of such Series may tender their Certificates
and the Transferor may tender the Exchangeable Transferor Certificate in
exchange for one or more Series of Certificates and a reissued Exchangeable
Transferor Certificate.
Interest payable on any Distribution Date with respect to the portion
of this Class B Temporary Global Certificate not exchanged for the Class B
Permanent Global Certificate shall be held by the A/B Paying Agent for payment
(without interest accrued thereon) until such time as the person appearing in
the records of the A/B Paying Agent as the beneficial owner hereof or a portion
hereof has delivered to the A/B Paying Agent a certification and the A/B Paying
Agent has delivered to the Trustee a certification, in each case pursuant to
Section 6.16 of the Series Supplement on or prior to such date of distribution;
until so exchanged in full, this Temporary Global Certificate shall in all
other respects be entitled to the same benefits as Class B Bearer Certificates
under the Agreement.
On any redemption, purchase, exchange or cancellation of any of the
Class B Certificates represented by this Class B Temporary Global Certificate,
details of such redemption, purchase, exchange or cancellation shall be entered
by or on behalf of the Trust in Schedule A hereto recording any such redemption,
purchase, exchange or cancellation and shall be signed by or on behalf of the
Trust. Upon any such redemption, purchase, exchange or cancellation, the
principal amount of this Class B Temporary Global Certificate and the Class B
Certificates represented by this Class B Temporary Global Certificate shall be
reduced by the principal amount so redeemed, purchased, exchanged or cancelled.
This Temporary Global Certificate is exchangeable on and after the
Temporary Global Certificate Exchange Date in whole or from time to time in part
for the Class B Permanent Global Certificate without interest coupons attached
upon presentation of this Temporary Global Certificate by the bearer hereof at
the office of the Trustee or its agent in London, England, upon presentation of
certifications, in the form required by Section 6.16 of the Series Supplement,
to the effect that the beneficial owners of such Class B Bearer Certificates are
not United States persons. Upon exchange of any portion
B-1-4
<PAGE>
of this Temporary Global Certificate for the Class B Permanent Global
Certificate, the Trustee or its agent shall cause Schedule A of this Temporary
Global Certificate to be endorsed to reflect the reduction of its principal
amount by an amount equal to the aggregate principal amount of such Class B
Permanent Global Certificate or Certificates, whereupon the principal amount
hereof shall be reduced for all purposes by the amount so exchanged and noted.
On an exchange of the whole of this Class B Temporary Global
Certificate, this Class B Temporary Global Certificate shall be surrendered to
the Trustee or its agent at its office in London, England for cancellation and
shall be returned by the Trustee to the Transferor.
Notwithstanding any of the foregoing, any Class B Permanent Global
Certificate issued in exchange for a beneficial interest in the Temporary Global
Certificate as provided herein shall be delivered only outside the United
States.
Any money paid by the Trust to any of the Paying Agents for payment of
principal or interest which remains unclaimed for two years after such principal
or interest shall have become due and payable will be repaid to the Trust, and
thereafter any holder of a Certificate or a Coupon may look only to the Trust
for payment thereof.
THIS CLASS B TEMPORARY GLOBAL CERTIFICATE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, UNITED STATES OF
AMERICA, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
As used herein, the term "United States" means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction. "U.S. Person"
shall have the meaning given to it by Regulation S under the Securities Act and
"United States person" shall have the meaning given to it under the United
States Internal Revenue Code.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by
B-1-5
<PAGE>
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 21st day of May, 1998.
FIRST USA BANK
By:
-------------------------------------------
Name: Thomas J. Hopkins
Title: Vice President
B-1-6
<PAGE>
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates referred to in the within-
mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
as Authenticating Agent
Date: May 21, 1998
By:
-----------------------------------------------
Name:
Title:
B-1-7
<PAGE>
Schedule A
SCHEDULE OF EXCHANGES
FOR CLASS B CERTIFICATES REPRESENTED BY
THE CLASS B PERMANENT GLOBAL CERTIFICATE OR
REDEMPTIONS OR PURCHASES AND CANCELLATIONS
The following exchanges of a part of this Class B Temporary Global Certificate
for the Class B Permanent Global Certificate, in whole or in part, or
redemptions, purchases or cancellations of this Class B Temporary Global
Certificate have been made:
<TABLE>
<S> <C> <C> <C> <C>
Part of principal
amount of this Class B
Temporary Global
Certificate exchanged Remaining principal
for Class B Certifi- amount of this Class B
cates represented by Temporary Global
Date of exchange or the Class B Permanent Certificate following Amount of interest
redemption or Global Certificate or such exchange, or re- paid with delivery of
purchase or cancella- redeemed or pur- demption or purchase the Class B Permanent Notation made by or
tion chased or cancelled or cancellation Global Certificate on behalf of the Trust
- --------------------------------------------------------------------------------------------------------------------------
--------------------- ---------------------- ---------------------- --------------------- ----------------------
--------------------- ---------------------- ---------------------- --------------------- ----------------------
--------------------- ---------------------- ---------------------- --------------------- ----------------------
--------------------- ---------------------- ---------------------- --------------------- ----------------------
</TABLE>
B-1-8
<PAGE>
TRUSTEE
-------
The Bank of New York (Delaware)
White Clay Center
Route 273
Newark, Delaware 19801
PAYING AGENT
------------
The Bank of New York, London Branch
46 Berkeley Street
London WIX 6AA
United Kingdom
<PAGE>
EXHIBIT B-2
FORM OF CLASS B PERMANENT GLOBAL CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO ANY U.S.
PERSON (EACH AS DEFINED HEREIN).
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT
TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
CODE.
THIS CERTIFICATE IS A CLASS B PERMANENT GLOBAL CERTIFICATE, WITHOUT
COUPONS, EXCHANGEABLE FOR CLASS B BEARER CERTIFICATES WITH INTEREST COUPONS.
THE RIGHTS ATTACHING TO THIS GLOBAL CERTIFICATE, AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE ARE SPECIFIED IN THE AGREEMENT (AS DEFINED
HEREIN).
NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS GLOBAL
CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT
PURSUANT TO THE PROVISIONS HEREOF.
CLASS B PERMANENT GLOBAL CERTIFICATE
representing
FIRST USA CREDIT CARD MASTER TRUST
U.S. $52,320,000
CLASS B FLOATING RATE ASSET BACKED CERTIFICATES,
SERIES 1998-2
Class B Scheduled Payment Date:
The June 2008 Distribution Date
Each U.S. $100,000 and U.S. $10,000 denomination evidencing an
undivided interest in a trust, the corpus of which consists of receivables
generated from time to time in the ordinary course of business in a portfolio of
VISA
<PAGE>
/(R)/ and MasterCard/(R)//*****/ credit card accounts generated or to be
generated by First USA Bank (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank or any affiliate thereof)
This certifies that the bearer of this Class B Permanent Global
Certificate is the owner of a fractional undivided interest in the First USA
Credit Card Master Trust (the "Trust") issued pursuant to the Pooling and
Servicing Agreement, dated as of September 1, 1992 between the Bank, as
Transferor (the "Transferor") and as Servicer (the "Servicer"), and The Bank of
New York (Delaware), as trustee (the "Trustee") of the Trust (the "Agreement";
such term to include any Supplement or amendment thereto), as supplemented by
the Series 1998-2 Supplement (the "Series 1998-2 Supplement"), dated as of May
21, 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
1998-2 Supplement), and all other assets and interests constituting the Trust
and all proceeds of the foregoing. The Receivables consist of amounts charged
by cardholders for goods and services and cash advances (such amounts, less the
amount of Discount Receivables, the "Principal Receivables"), plus the related
periodic finance charges (the "Periodic Finance Charges"), annual membership
fees ("Annual Membership Fees"), and amounts charged to the Accounts in
respect of cash advance finance charges, late fees, overlimit fees, return check
fees and similar fees and charges (the "Other Charges"). Receivables in an
amount equal to the product of the Yield Factor (initially 1.3%) and amounts
charged by cardholders for goods and services and cash advances (the "Discount
Receivables") will be allocated to the Certificates and treated as
- --------------------
/*****/ VISA/(R)/ and MasterCard/(R)/ are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
B-2-2
<PAGE>
Finance Charge Receivables (Discount Receivables, together with the Periodic
Finance Charges, Annual Membership Fees and Other Charges, the "Finance Charge
Receivables").
Although a summary of certain provisions of the Agreement is set forth
below, this Class B Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced hereby
and the rights, duties and obligations of the Trustee. A copy of the Agreement
may be requested from the Trustee by writing to the Trustee at The Bank of New
York (Delaware), White Clay Center, Route 273, Newark, Delaware, 19711,
Attention: Bond Administration. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement. In the case of any conflict between terms specified in this Class B
Certificate and terms specified in the Agreement, the terms of the Agreement
shall govern.
The Transferor has structured the Agreement, the First USA Credit Card
Master Trust Class A Floating Rate Asset Backed Certificates, Series 1998-2 (the
"Class A Certificates") and the First USA Credit Card Master Trust Class B
Floating Rate Asset Backed Certificates, Series 1998-2 (the "Class B
Certificates") with the intention that the Class A Certificates and Class B
Certificates will qualify under applicable tax law as indebtedness, and the
Transferor and each holder of a Class B Certificate (a "Class B
Certificateholder") or any interest therein, by acceptance of its Class B
Certificate or any interest therein, agrees to treat the Class B Certificates
for purposes of United States federal, state, local and foreign income or
franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
The Trust's assets are allocated in part to the holders of the Class A
Certificates, the holders of the Class B Certificates and the holders of the
First USA Credit Card Master Trust Excess Collateral, Series 1998-2 (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
B-2-3
<PAGE>
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. In
addition, to the extent permitted for any Series of Certificates by the related
Supplement, the Certificateholders of such Series may tender their Certificates
and the Transferor may tender the Exchangeable Transferor Certificate in
exchange for one or more Series of Certificates and a reissued Exchangeable
Transferor Certificate.
This Class B Permanent Global Certificate is to be held by a
depositary on behalf of account holders which have an interest in the Class B
Certificates represented by this Class B Permanent Global Certificate.
For value received, the Trust, subject to and in accordance with the
Pooling and Servicing Agreement, promises to pay to the bearer hereof on each
Distribution Date and the Class B Scheduled Payment Date, or on such earlier
date as the Class B Certificates may become due and repayable in accordance with
the Pooling and Servicing Agreement, the amount payable under the Pooling and
Servicing Agreement with respect to principal on the Class B Certificates then
represented by this Class B Permanent Global Certificate and to pay interest (if
any) on the principal amount of the Class B Certificates from time to time
represented by this Class B Permanent Global Certificate calculated and
payable as provided in the Pooling and Servicing Agreement, upon presentation
and, at maturity, surrender of this Class B Permanent Global Certificate at the
principal office of the A/B Paying Agent in London, England, or at the offices
of any of the other paying agents located outside the United States (except as
provided in the Pooling and Servicing Agreement) from time to time appointed
by the Trustee in respect of the Class B Certificates. Interest on this Class B
Permanent Global Certificate is payable only outside the United States (except
as provided in the Pooling and Servicing Agreement). Any monies paid by the
Trustee to the A/B Paying Agent for the payment of principal or interest on any
Class B Certificates and remaining unclaimed at the end of two years after such
principal or interest shall have become due and payable (whether at maturity or
otherwise)
B-2-4
<PAGE>
shall then be repaid to the Trust and upon such repayment all liability of the
A/B Paying Agent with respect thereto shall thereupon cease, without, however,
limiting in any way any obligation the Trust may have to pay the principal of or
interest on such Class B Certificates as the same shall become due. On any
payment of interest or principal being made details of such payment shall be
entered by or on behalf of the Trust in Schedule A hereto and the relevant space
in Schedule B hereto recording any such payment shall be signed by or on behalf
of the Trust.
On any redemption, purchase, exchange or cancellation of any of the
Class B Certificates represented by this Class B Permanent Global Certificate,
details of such redemption, purchase, exchange or cancellation shall be entered
by or on behalf of the Trust in Schedule A hereto recording any such redemption,
purchase, exchange or cancellation and shall be signed by or on behalf of the
Trust. Upon any such redemption, purchase, exchange or cancellation, the
principal amount of this Class B Permanent Global Certificate and the Class B
Certificates represented by this Class B Permanent Global Certificate shall be
reduced by the principal amount so redeemed, purchased, exchanged or cancelled.
The Class B Certificates represented by this Class B Permanent Global
Certificate were originally represented by the Class B Temporary Global
Certificate. Unless the Class B Temporary Global Certificate was exchanged in
whole on the issue hereof, interests in such Temporary Global Certificate may be
further exchanged, on the terms and conditions set out therein, for interests in
this Class B Permanent Global Certificate. If any such exchange occurs
following the issue hereof, the Trustee or its agent shall endorse Schedule B
hereto to reflect the increase in the aggregate principal amount of this Class B
Permanent Global Certificate due to each such exchange, whereupon the principal
amount hereof shall be increased for all purposes by the amount so exchanged and
endorsed.
This Class B Permanent Global Certificate may be exchanged, free of
charge, in whole, for security-printed Class B Bearer Certificates in
denominations of U.S. $100,000 and U.S. $10,000 each. Subject to the terms of
the Pooling and Servicing Agreement, after the Temporary Global Certificate
Exchange Date, such exchange will be made upon presentation of this Class B
Permanent Global Certificate by the bearer hereof on any day (other than a
Saturday or a Sunday) on which banks are open for business
B-2-6
<PAGE>
in London at the principal office of the Trustee or its agent in London,
England. The aggregate principal amount of Class B Bearer Certificates issued
upon an exchange of this Class B Permanent Global Certificate will be equal to
the aggregate principal amount of this Class B Permanent Global Certificate as
shown in Schedule B hereto. On an exchange of the whole of this Class B
Permanent Global Certificate, this Class B Permanent Global Certificate shall be
surrendered to the Trustee or its agent in London, England (or at such other
place outside the United States as the Trustee may agree). The security-printed
Class B Bearer Certificates to be delivered in exchange for this Class B
Permanent Global Certificate shall be delivered only outside the United States.
Until the exchange of this Class B Permanent Global Certificate as
aforesaid, the bearer hereof shall in all respects be entitled to the same
benefits as if it were the bearer of Class B Bearer Certificates and the Coupons
in the form set out in the Pooling and Servicing Agreement.
Notwithstanding any of the foregoing, any Class B Bearer Certificate
issued in exchange for a beneficial interest in the Permanent Global Certificate
as provided herein shall be delivered only outside the United States.
Any money paid by the Trust to the Paying Agent for payment of
principal or interest which remains unclaimed for two years after such principal
or interest shall have become due and payable will be repaid to the Trust, and
thereafter any holder of a Certificate or a Coupon may look only to the Trust
for payment thereof.
THIS CLASS B PERMANENT GLOBAL CERTIFICATE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, UNITED STATES OF
AMERICA, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
As used herein, the term "United States" means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction. "U.S. Person"
shall have the meaning given to it by Regulation S under the Securities Act and
"United States person" shall
B-2-6
<PAGE>
have the meaning given to it under the United States Internal Revenue Code.
B-2-7
<PAGE>
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be
duly executed on this ____ day of _______, ____.
FIRST USA BANK
By:
-----------------------------------
Name:
Title:
B-2-8
<PAGE>
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates referred to in the within-
mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
as Authenticating Agent
Date: ________ __, ____
By:
-----------------------------------
Name:
Title:
B-2-9
<PAGE>
SCHEDULE A
----------
PART I
------
Total Amount Confirmation of
Interest Date of of Interest Amount of payment by or on
Payment Date Payment Payable Interest Amount behalf of the Trust
- --------------------------------------------------------------------------------
First
------- -------------- --------------- -------------------
Second
------- -------------- --------------- -------------------
[continue numbering until the appropriate number of interest payment dates for
the particular Series of Certificates is reached]
B-2-10
<PAGE>
PART II
-------
PRINCIPAL PAYMENTS
------------------
Confirmation of
payment by or on
behalf of the
Date of Payment Total Amount Payable Total Amount Paid Trust
- ----------------------------------------------------------------------------
- --------------- -------------------- ----------------- ----------------
- --------------- -------------------- ----------------- ----------------
[continue numbering until the appropriate number of installment dates for the
particular Series of Certificates is reached]
B-2-11
<PAGE>
Schedule B
SCHEDULE OF EXCHANGES OF THE CLASS B TEMPORARY
----------------------------------------------
GLOBAL CERTIFICATE
------------------
OR REDEMPTIONS OR PURCHASES AND CANCELLATIONS
---------------------------------------------
The following increases of this Class B Permanent Global Certificate, or
redemptions or purchases or cancellations of this Class B Permanent Global
Certificate have been made:
<TABLE>
<CAPTION>
Increase in principal
amount of this Class B
Permanent Global
Certificate due to Remaining principal amount
exchanges of the Class B of this Class B Permanent
Temporary Global Global Certificate
Date of exchange, or Certificate for this Class following such exchange, Notation made by
redemption or purchase B Permanent Global or redemption or purchase or on behalf of
or cancellation Certificate or cancellation the Trust
<S> <C> <C> <C>
- ---------------------- -------------------------- -------------------------- -----------------
- ---------------------- -------------------------- -------------------------- -----------------
- ---------------------- -------------------------- -------------------------- -----------------
- ---------------------- -------------------------- -------------------------- -----------------
</TABLE>
B-2-12
<PAGE>
B-2-13
<PAGE>
TRUSTEE
-------
The Bank of New York (Delaware)
White Clay Center
Route 273
Newark, Delaware 19801
PAYING AGENT
------------
The Bank of New York, London Branch
46 Berkeley Street
London WIX 6AA
United Kingdom
B-2-14
<PAGE>
EXHIBIT B-3
FORM OF CLASS B BEARER CERTIFICATE
BEARER
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NEITHER THIS
CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO ANY U.S. PERSON (EACH AS DEFINED HEREIN)
EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
No. __ $__________
FIRST USA CREDIT CARD MASTER TRUST CLASS B FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1998-2
Class B Scheduled Payment Date:
The June 2008 Distribution Date
Each U.S. $100,000 and U.S. $10,000 denomination evidencing an
undivided interest in a trust, the corpus of which consists of receivables
generated from time to time in the ordinary course of business in a portfolio of
VISA/(R)/ and MasterCard/(R)/****** credit card accounts generated or to be
generated by First USA Bank (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank or any affiliate thereof)
- ------------------------------
***** VISA/(R)/ and MasterCard/(R)/ are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
<PAGE>
This certifies that the bearer of this Class B Bearer Certificate (the
"Class B Certificateholder") is the owner of a fractional undivided interest in
the First USA Credit Card Master Trust (the "Trust") issued pursuant to the
Pooling and Servicing Agreement, dated as of September 1, 1992 between the
Bank, as Transferor (the "Transferor") and as Servicer (the "Servicer"), and The
Bank of New York (Delaware), as trustee (the "Trustee") of the Trust (the
"Agreement"; such term to include any Supplement or amendment thereto), as
supplemented by the Series 1998-2 Supplement (the "Series 1998-2 Supplement"),
dated as of May 21, 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
1998-2 Supplement), and all other assets and interests constituting the Trust
and all proceeds of the foregoing. The Receivables consist of amounts charged
by cardholders for goods and services and cash advances (such amounts, less the
amount of Discount Receivables, the "Principal Receivables"), plus the related
periodic finance charges (the "Periodic Finance Charges"), annual membership
fees ("Annual Membership Fees"), and amounts charged to the Accounts in respect
of cash advance finance charges, late fees, overlimit fees, return check fees
and similar fees and charges (the "Other Charges"). Receivables in an amount
equal to the product of the Yield Factor (initially 1.3%) and amounts charged by
cardholders for goods and services and cash advances (the "Discount
Receivables") will be allocated to the Certificates and treated as Finance
Charge Receivables (Discount Receivables, together with the Periodic Finance
Charges, Annual Membership Fees and Other Charges, the "Finance Charge
Receivables").
Although a summary of certain provisions of the Agreement is set forth
on the reverse of this Certificate, this Class B Certificate does not purport to
summarize the Agreement and reference is made to the Agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and
duties evidenced hereby
B-3-2
<PAGE>
and the rights, duties and obligations of the Trustee. A copy of the Agreement
may be requested from the Trustee by writing to the Trustee at The Bank of New
York (Delaware), White Clay Center, Route 273, Newark, Delaware, 19711,
Attention: Bond Administration. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement. In the case of any conflict between terms specified in this Class B
Certificate and terms specified in the Agreement, the terms of the Agreement
shall govern.
The Transferor has structured the Agreement, the First USA Credit Card
Master Trust Class A Floating Rate Asset Backed Certificates, Series 1998-2 (the
"Class A Certificates") and the First USA Credit Card Master Trust Class B
Floating Rate Asset Backed Certificates, Series 1998-2 (the "Class B
Certificates") with the intention that the Class A Certificates and Class B
Certificates will qualify under applicable tax law as indebtedness, and the
Transferor and each holder of a Class B Certificate (a "Class B
Certificateholder") or any interest therein, by acceptance of its Class B
Certificate or any interest therein, agrees to treat the Class B Certificates
for purposes of United States federal, state, local and foreign income or
franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
Final payment of this Class B Bearer Certificate will be made only
upon presentation and surrender of this Class B Bearer Certificate at the office
or agency specified in the notice of final distribution delivered by the
Trustee to the Investor Certificateholder in accordance with the Agreement
(which presentation and surrender and final payment shall only be made outside
the United States, except as otherwise provided in the immediately preceding
paragraph).
B-3-3
<PAGE>
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be
duly executed on this ____ day of ________, _____.
FIRST USA BANK
By:
-------------------------------
Name:
Title:
B-3-4
<PAGE>
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates referred to in the
within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
as Authenticating Agent
Date: ,
--------- -- ----
By:
----------------------------
Name:
Title:
B-3-5
<PAGE>
[REVERSE SIDE OF CERTIFICATES]
The Trust's assets are allocated in part to the holders of the Class A
Certificates, the holders of the Class B Certificates and the holders of the
First USA Credit Card Master Trust Excess Collateral, Series 1998-2 (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. In addition, to the extent permitted for any Series of
Certificates by the related Supplement, the Certificateholders of such Series
may tender their Certificates and the Transferor may tender the Exchangeable
Transferor Certificate in exchange for one or more Series of Certificates and a
reissued Exchangeable Transferor Certificate.
The Class B Bearer Certificates are issued in bearer form with
interest coupons attached. The Class B Bearer Certificates are bearer
instruments, title to which (including title to any and all Coupons appertaining
thereto) passes by delivery. The bearer of a Class B Bearer Certificate and the
bearer of any Coupon may (to the fullest extent permitted by applicable laws) be
treated at all times, by all persons and for all purposes as the absolute owner
of such Certificate or Coupon, as the case may be, whether or not such
Certificate or Coupon shall be overdue, and regardless of any notice of
ownership, theft, loss or other interest therein or of any writing thereon.
The Class B Bearer Certificates are issuable only in denominations of
U.S. $100,000 and U.S. $10,000. Distributions of principal of and interest on
the Class B Bearer Certificates will be payable in United States
B-3-6
<PAGE>
dollars only upon presentation of such Class B Bearer Certificates or Coupons,
as the case may be, at the offices of the A/B Paying Agent in London, England
and any co-paying agents outside the Unites States as may be appointed from time
to time. At the option of the Holder and subject to applicable laws and
regulations, such payments will be made by a United States dollar check or
United States dollar bank draft drawn on a bank account of the A/B Paying Agent
in London, England or by transfer in same day funds to a United States dollar
account maintained by the Holder with a bank outside the United States, subject
in each case to all applicable laws and regulations. If such payment at the
offices of the A/B Paying Agent in London, England and all co-paying agents
outside the United States becomes illegal or is effectively precluded because
of the imposition of exchange controls or other similar restrictions on the full
payment or receipt of such amounts in United States dollars, payments with
respect to the Class B Bearer Certificates and Coupons will be made at the
office of the A/B Paying Agent in New York City. Except as provided in the
preceding sentence, no demand for payment or payment on the Class B Bearer
Certificate or Coupons may be made at any offices of the Paying Agents, or of
any co-paying agent maintained by the Trustee, in the United States, nor will
any payment be made by transfer to an account in, or by mail to an address in,
the United States.
The Bank has initially appointed the paying agent listed at the back
hereof. Until the Class B Certificates are paid in full, the Trustee will
maintain a paying agent having offices in Western Europe. Notice of any
termination or appointment or of any change in the office through which the
Trustee, any paying agent, or any transfer agent will act will be promptly given
once in the manner described in Section 13.05 of the Agreement.
The Class B Initial Invested Amount is $52,320,000. The Class B
Invested Amount for any monthly Distribution Date will be an amount equal to
$52,320,000 minus the aggregate amount of principal payments made to the Class B
-----
Certificateholders prior to such Distribution Date and minus the excess, if any,
-----
of the aggregate amount of Class B Investor Charge-Offs over the Class B
Investor Charge-Offs reimbursed prior to such date.
The Class B Certificates will bear interest at the rate of 5.53125%
per annum on the Class B Initial Invested Amount from May 21, 1998 through June
17, 1998,
B-3-7
<PAGE>
and for each Interest Period thereafter, the Class B Certificates will bear
interest at a per annum rate of 0.125% below 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 June 18, 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 Series Termination Date (each such date a "Distribution
Date"), in an amount equal to the product of (a) the actual number of days in
the related Interest Period divided by 360, (b) the Class B Certificate Rate and
(c) the Class B Invested Amount on the last day of the Monthly Period
immediately preceding such Distribution Date. Interest for a Distribution Date
will accrue from and including the previous Distribution Date (or in the case of
the first Distribution Date, from and including the Closing Date), to, and
including, the day immediately preceding the current Distribution Date. Interest
payments will be made from Collections of Finance Charge Receivables and certain
other amounts allocated to the Class A Certificates comprising Class B Available
Funds and, in certain circumstances, from Reallocated Principal Collections on
June 18, 1998 and on each Distribution Date thereafter until the Series 1998-2
Termination Date. Interest will be payable monthly on each Distribution Date to
the Class B Certificateholders of record as of the related Record Date. The
Record Date with respect to any Distribution Date shall be the last day of the
calendar month preceding such Distribution Date.
If on any Distribution Date the Class B Available Funds are
insufficient to cover the Class B Monthly Interest and any overdue Class B
Monthly Interest due on such Distribution Date, Class B Default Interest, if
any, for such Distribution Date, any overdue Class B Default Interest, the Class
B Investor Default Amount for such Distribution Date and, if the Bank is no
longer the Servicer, the Class B Monthly Servicing Fee for such Distribution
Date (such deficiency the "Class B Required Amount"), Excess Finance Charge
Collections will be applied to fund the Class B Required Amount. If Excess
Finance Charge Collections are insufficient to fund the Class B Required Amount,
if any, an amount equal to the lesser of (x) the Excess Collateral Amount and
(y) the product of (a)(i) during the Revolving Period, the Excess Collateral
Floating Allocation Percentage or (ii) during
B-3-8
<PAGE>
an Amortization Period, the Excess Collateral Fixed/Floating Allocation
Percentage and (b) the amount of Collections of Principal Receivables with
respect to the related Monthly Period (such amount as so applied, "Reallocated
Excess Collateral Principal Collections") will be applied to the extent of any
remaining Class B Required Amount.
On each Distribution Date the Excess Collateral Amount will 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 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
the reallocation of Collections of Principal Receivables would cause the Class B
Invested Amount to be a negative number on any Distribution Date, Collections of
Principal Receivables will be reallocated on such Distribution Date in an
aggregate amount equal to the amount which would cause the Class B Invested
Amount to be reduced to zero.
The Bank, as Servicer, is entitled to receive as servicing
compensation a monthly servicing fee in an amount equal to, with respect to each
Series, one-twelfth of the product of the applicable Servicing Fee Percentage
and the Invested Amount for such Series with respect to the related Monthly
Period. The share of the Servicing Fee for each Monthly Period allocable to the
Class B Certificates shall be equal to one-twelfth of the product of the Series
Servicing Fee Percentage and the Class B Adjusted Invested Amount on the last
day of the preceding Monthly Period (the "Class B Monthly Servicing Fee").
As described in the Agreement, Collections of Principal Receivables
with respect to any Monthly Period will be allocated on the related
Determination Date on the basis of the aggregate Investor Percentage of all
Series and the Transferor Percentage with respect to the Principal Receivables.
Such allocation will be performed both during the Revolving Period and any
Amortization Period. Throughout the existence of the Trust, the Servicer will
allocate to the Transferor, as holder of the Exchangeable Transferor
Certificate, an amount equal to the Transferor Percentage of the aggregate
amount of Collections of Finance Charge Receivables and Principal Receivables
for
B-3-9
<PAGE>
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 B Floating Allocation Percentage of Principal
Receivables will be distributed first to the certificateholders of other Series
to the extent of the amount of Principal Shortfalls, if any, and then to the
Transferor in an amount not to exceed the amount of the Transferor Interest.
Unless a Pay Out Event has occurred, the Accumulation Period will
begin at the close of business on the last day of the Revolving Period and will
end on the earlier of (i) the commencement of the Rapid Amortization Period,
(ii) payment of the Invested Amount in full and (iii) the Series Termination
Date. 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
B-3-10
<PAGE>
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, the Servicer may elect to postpone
the commencement of the Accumulation Period, and extend the length of the
Revolving Period, subject to certain conditions as set forth in the Agreement.
The Servicer may make such election only if the Accumulation Period Length is
less than twelve months. On each Determination Date until the Accumulation
Period begins, the Servicer will determine the "Accumulation Period Length,"
which is the number of months expected to be required to fully fund the
Principal Funding Account no later than the Class B Scheduled Payment Date,
based on (a) the expected monthly Collections of Principal Receivables
expected to be distributable to the Certificateholders of all Series (excluding
certain other Series, as set forth in the Agreement), assuming a principal
payment rate no greater than the lowest monthly principal payment rate on the
Receivables for the preceding twelve months and (b) the amount of principal
expected to be distributable to certificateholders of Series (which may exclude
certain other Series) which are not expected to be in their revolving periods
during the Accumulation Period. If the Accumulation Period Length is less than
twelve months, the Servicer may, at its option, postpone the commencement of the
Accumulation Period such that the number of months included in the Accumulation
Period will be equal to or exceed the Accumulation Period Length. The length of
the Accumulation Period shall not be less than one month.
B-3-11
<PAGE>
Unless the Rapid Amortization Period has begun, funds on deposit in
the Principal Funding Account will be distributed to the Class B
Certificateholders on the June 2008 Distribution Date (the "Class B Scheduled
Payment Date"). If the aggregate principal amount of deposits made to the
Principal Funding Account are insufficient to pay in full the Class A Invested
Amount on the Class B Scheduled Payment Date the Rapid Amortization Period will
commence and on each Distribution Date thereafter until the Class B Invested
Amount is paid in full, the Class B Certificateholders will receive
distributions of Class B Monthly Principal and Class B Monthly Interest.
On the June 2008 Distribution Date if the Class A Invested Amount is
paid in full, Available Investor Principal Collections and Excess Principal
Collections allocable to Series 1998-2 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 1998-2 are
insufficient to pay in full the Class B Invested Amount on the June 2008
Distribution Date, the Rapid Amortization Period will commence.
If, for any Monthly Period, the Available Investor Principal
Collections for such Monthly Period exceed the applicable Controlled Deposit
Amount, any such excess will be treated as Excess Principal Collections and
allocated to the holders of other Series issued and outstanding or, subject to
certain limitations described in the Agreement, paid to the holder of the
Exchangeable Transferor Certificate. If, for any Monthly Period, the Available
Investor Principal Collections for such Monthly Period and Excess Principal
Collections allocable to Series 1998-2 are less than the applicable Controlled
Deposit Amount, the amount of such deficiency will be the applicable
"Accumulation Shortfall" for the succeeding Monthly Period.
If a Pay Out Event occurs during the Accumulation Period, the Rapid
Amortization Period will commence and any amount on deposit in the Principal
Funding Account will be distributed to the Certificateholders of each Class of
Certificates, sequentially, in order of seniority, on the Distribution Date
following the Monthly Period in which the Rapid Amortization Period commences.
During the period beginning on the earlier of the day on which a Pay
Out Event occurs and the Class B
B-3-12
<PAGE>
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 Series Termination Date (the "Rapid Amortization Period"),
collections of Principal Receivables allocated to the Invested Amount will no
longer be paid to the holder of the Exchangeable Transferor Certificate or to
the holders of the certificates of any other Series or, if the Accumulation
Period has commenced, deposited in the Principal Funding Account, but instead
will be distributed to the Class A Certificateholders and, following payment in
full of the Class A Invested Amount, to the Class B Certificateholders, and,
following payment in full of the Class B Invested Amount, to the 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.
Amounts deposited in the Principal Funding Account for the benefit of the Class
B Certificates will be paid to the Class B Certificateholders on the June 2008
Distribution Date and on each Distribution Date during the Rapid Amortization
Period beginning with the Class B Principal Commencement Date and thereafter
until the payment in full of the Class B Invested Amount or the termination of
the Trust, the Percentage Allocation of all collections of Principal Receivables
and certain other amounts for the preceding Monthly Period remaining after
payment of the Class A Certificates in full will be distributed to the Class B
Certificateholders.
B-3-13
<PAGE>
Subject to the Agreement, payments of principal are limited to the
unpaid Class B Invested Amount of the Class B Certificates, which may be less
than the unpaid balance of the Class B Certificates pursuant to the terms of the
Agreement. All principal of and interest on the Class B Certificates is due and
payable no later than February 18, 2011 (or if such day is not a Business Day,
the next succeeding Business Day) (the "Series Termination Date"). After the
Series Termination Date, neither the Trust nor the Transferor will have any
further obligation to distribute principal or interest on the Class B
Certificates. In the event that the Invested Amount is greater than zero on the
Series Termination Date, the Trustee will sell or cause to be sold, to the
extent necessary, an amount of interests in the Receivables or certain of the
Receivables up to 110% of the sum of the Class A Invested Amount, the Class B
Invested Amount and the Excess Collateral Amount at the close of business on
such date (but not more than the total amount of Receivables allocable to the
Investor Certificates), and shall pay the proceeds to the Class A
Certificateholders pro rata then to the Class B Certificateholders pro rata and
then to the Excess Collateral Holders pro rata in final payment of the Investor
Certificates.
The Agreement and any Supplement may be amended by the Transferor, the
Servicer and the Trustee, without the consent of certificateholders of any
Series then outstanding for any purpose, provided that (i) the Transferor shall
--------
deliver an opinion of counsel acceptable to the Trustee to the effect that such
amendment will not adversely affect in any material respect the interest of such
certificateholders, and (ii) such amendment will not result in a withdrawal or
reduction of the rating of any outstanding Series.
The Agreement and the Series 1998-2 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 1998-2 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
B-3-14
<PAGE>
of or the manner of calculating the interest of any certificateholder of such
Series, or (c) reduce the aforesaid percentage of undivided interests the
holders of which are required to consent to any such amendment, in each case
without the consent of all certificateholders of all Series adversely affected.
Promptly following the execution of any amendment to the Agreement, the Trustee
will furnish written notice of the substance of such amendment to each Class A
Certificateholder.
On each Distribution Date, the Trustee shall pay to the A/B Paying
Agent in London, England for payment to the Class A Certificateholders and the
Class B Certificateholders the amount deposited on the related Transfer Date
into the A/B Distribution Account in respect of Class A Monthly Interest and
Class B Monthly Interest, respectively. On each Transfer Date, the Trustee
shall pay to the Excess Collateral Holders the Excess Collateral Monthly
Interest, to the extent funds are available. Distributions with respect to this
Series 1998-2 Certificate will be made by the Trustee by, except as otherwise
provided in the Agreement, wire transfer mailed to the address of each Series
1998-2 Certificateholder of record appearing in the Certificate Register and
except for the final distribution in respect of this Series 1998-2 Certificate,
without the presentation or surrender of this Series 1998-2 Certificate or the
making of any notation thereon; provided that with respect to Series 1998-2
--------
Certificates registered in the name of the nominee of a Clearing Agency,
distributions will be made in the form of immediately available funds.
This Class B Bearer Certificate represents an interest in only the
First USA Credit Card Master Trust. This Class B Bearer Certificate does not
represent an obligation of, or an interest in, the Transferor or the Servicer,
and neither the Series 1998-2 Certificates nor the Accounts or Receivables are
insured or guaranteed by the United States Federal Deposit Insurance Corporation
or any other governmental agency. This Class B Bearer Certificate is limited
in right of payment to certain collections respecting the Receivables, all as
more specifically set forth hereinabove and in the Agreement.
As provided in the Agreement and subject to certain limitations set
forth therein, Class B Bearer Certificates are exchangeable for new Class B
Bearer Certificates evidencing like aggregate Undivided Interest, as requested
by the Class B Certificateholder surrendering
B-3-15
<PAGE>
such Class B Bearer Certificates. No service charge may be imposed for any such
exchange but the Servicer or the Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith.
No additional amounts will be payable to a Certificateholder in the
event of any deduction or withholding on or for the account of any present or
future tax, assessment or other governmental charge imposed upon any payment to
such Certificateholder by the United States or any political or taxing authority
therein or thereof.
This Class B Bearer Certificate may not be acquired by or for the
account of, directly or indirectly, any U.S. Person except in compliance with
the registration provisions of the Securities Act or pursuant to an available
exemption from such provisions. By accepting and holding this Class B Bearer
Certificate, the Holder hereof shall be deemed to have represented and warranted
that it is not a U.S. Person or that it has acquired this Class B Bearer
Certificate pursuant to an available exemption from the registration provisions
of the Securities Act or in compliance with the registration provisions thereof.
The Registrar, the Paying Agent, the Servicer and the Trustee and any
agent of any of them may treat the bearer of this Class B Bearer Certificate as
the owner hereof for all purposes, and neither the Servicer, the Trustee, the
Paying Agent or the Registrar nor any agent of any of them shall be affected by
notice to the contrary except in certain circumstances described in the
Agreement.
As used herein, the term "United States" means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction. "U.S. Person"
shall have the meaning given to it by Regulation S under the Securities Act and
"United States person" shall have the meaning given to it under the United
States Internal Revenue Code.
THIS CLASS B BEARER CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, UNITED STATES OF AMERICA,
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
B-3-16
<PAGE>
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
B-3-17
<PAGE>
TRUSTEE
-------
The Bank of New York (Delaware)
White Clay Center
Route 273
Newark, Delaware 19801
PAYING AGENT
------------
The Bank of New York, London Branch
46 Berkeley Street
London WIX 6AA
United Kingdom
B-3-18
<PAGE>
EXHIBIT C
MONTHLY ALLOCATIONS AND PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
FIRST USA BANK
------------------------------------------------
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1998-2
------------------------------------------------
Monthly Period:
Distribution Date:
Transfer Date:
The undersigned, a duly authorized representative of First USA Bank (the "Bank")
as Servicer, pursuant to the Pooling and Servicing Agreement dated as of
September 1, 1992 (the "Pooling and Servicing Agreement") and the Series 1998-2
Supplement dated May 21, 1998 (the "Supplement") by and between the Bank and The
Bank of New York (Delaware), as Trustee (the "Trustee"), does hereby certify as
follows:
I Capitalized terms used in this Certificate have their respective
meanings set forth in the Pooling and Servicing Agreement; provided,
that the preceding "Monthly Period" shall mean the Monthly Period
immediately preceding the calendar month in which this Certificate is
delivered. References herein to certain sections and subsections are
references to the respective sections and subsections of the Pooling
and Servicing Agreement. This Certificate is delivered pursuant to
Section 4.09 of the Pooling and Servicing Agreement.
II The Bank is Servicer under the Pooling and Servicing Agreement.
III The undersigned is a Servicing Officer.
IV The date of this notice is a Determination Date under the Pooling and
Servicing Agreement.
I. INSTRUCTION TO MAKE A WITHDRAWAL.
---------------------------------
Pursuant to Section 4.09, the Servicer does hereby instruct the Trustee (i)
to make a withdrawal from the Finance Charge Account on the above
referenced Transfer
<PAGE>
Date under the Pooling and Servicing Agreement, in an aggregate amount as
set forth below in respect of the following amounts and (ii) to apply the
proceeds of such withdrawal in accordance with Section 4.05:
1. A. Class A Finance Charge Allocations
Principal Funding Investment Proceeds N/A
Reserve Account Withdrawals N/A
--------
Total Class A Available Funds
B. Pursuant to subsections 4.09(a)(i):
-----------------------------------
1. Interest to be paid to Certificateholders at the Certificate
Rate for the Interest Period on the 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 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
C-2
<PAGE>
B. Pursuant to subsections 4.09(b)(i):
-----------------------------------
1. Interest to be paid to Certificateholders
at the Certificate Rate for the Interest
Period on the Invested Amount
(Actual/360)
Class B
2. Overdue Interest
3. Default Interest
C. Pursuant to subsection 4.09(b)(ii):
-----------------------------------
Class B Monthly Servicing Fee for the preceding
Monthly Period if First USA Bank is no longer Servicer
--------
D. Pursuant to subsection 4.09(b)(iii):
------------------------------------
Amount constituting Excess Finance Charge Collections
distributed per 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 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
========
C-3
<PAGE>
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
========
C-4
<PAGE>
C-5
<PAGE>
EXHIBIT D
MONTHLY CERTIFICATEHOLDERS' STATEMENT
FIRST USA BANK
------------------------------------------------
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1998-2
------------------------------------------------
Monthly Period:
Distribution Date:
Transfer Date:
Under Section 5.02 of the Pooling and Servicing Agreement dated as of September
1, 1992 (the "Pooling and Servicing Agreement") by and between First USA Bank
(the "Bank") and The Bank of New York (Delaware), as trustee (the "Trustee") the
Bank, as Servicer, is required to prepare certain information each month
regarding current distributions to Certificateholders and the performance of the
First USA Credit Card Master Trust (the "Trust") during the previous month. The
information which is required to be prepared with respect to the Distribution
Date noted above and with respect to the performance of the Trust during the
month noted above is set forth below. Certain information is presented on the
basis of an original principal amount of $1,000 per Series 1998-2 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.
5. 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.
D-1
<PAGE>
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.
6. 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
Class A
D-2
<PAGE>
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
(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-3
<PAGE>
(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
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
========
D-4
<PAGE>
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
========
(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
========
D-5
<PAGE>
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
-------------------
The Portfolio Yield for the related Monthly Period
K. The Base Rate
-------------
The Base Rate for the related Monthly Period
D-6
<PAGE>
7. Information Regarding the Principal Funding Account
---------------------------------------------------
A. Accumulation Period
-------------------
(a) Accumulation Period Commencement Date
(b) Accumulation Period length (months)
(c) Accumulation Period Factor
(d) Required Accumulation Factor Number
(e) Controlled Accumulation Amount
(f) Minimum Payment Rate (last 12 months)
B. Principal Funding Account
-------------------------
Beginning Balance
Plus: Principal Collections for Related Monthly Period from
Principal Account
Plus: Interest on Principal Funding Account Balance for
Related Monthly Period N/A
Less: Withdrawals to Finance Charge Account N/A
Less: Withdrawals to Distribution Account
--------
Ending Balance
C. Accumulation Shortfall
----------------------
The Controlled Deposit Amount for the previous
Monthly Period N/A
Less: The amount deposited into the Principal Funding
Account for the Previous Monthly Period N/A
--------
Accumulation Shortfall N/A
========
Aggregate Accumulation Shortfalls N/A
========
D-7
<PAGE>
D. Principal Funding Investment Shortfall
--------------------------------------
Covered Amount N/A
Less: Principal Funding Investment Proceeds N/A
--------
Principal Funding Investment Shortfall N/A
8. Information Regarding the Reserve Account
A. Required Reserve Account Analysis
(a) Required Reserve Account Amount percentage
(0.5% of Class A Invested Amount or other amount
designated by Transferor)
(b) Required Reserve Account Amount ($)
(c) Required Reserve Account Balance after effect of
any transfers on the Related Transfer Date
(d) Reserve Draw Amount transferred to the Finance
Charge Account on the Related Transfer Date
B. Reserve Account Investment Proceeds
-----------------------------------
Reserve Account Investment Proceeds transferred to the
Finance Charge Account on the Related Transfer Date N/A
C. Withdrawals from the Reserve Account
------------------------------------
Total Withdrawals from the Reserve Account transferred
to the Finance Charge Account on the Related Transfer
Date (4.A.(d) plus 4.B. above) N/A
D. The Portfolio Adjusted Yield
----------------------------
The Portfolio Adjusted Yield for the related Monthly Period
D-8
<PAGE>
EXHIBIT E-1
FORM OF CLASS [A/B] INTEREST COUPON
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
THIS COUPON IS NOT AN INTEREST IN OR OBLIGATION OF FIRST USA BANK OR ANY
AFFILIATE THEREOF.
No._______________
On the __________, ___ Distribution Date, the Holder shall be paid
(subject to the terms and conditions of the Class [A/B] Bearer Certificate,
Series 1998-2, First USA Credit Card Master Trust to which this coupon
appertains, which shall be binding on the Holder of this Coupon whether or not
attached to such Class [A/B] Bearer Certificate and subject to the terms and
conditions of the Agreement referred to in the Certificate), upon surrender
hereof, the amount of interest then payable on its Class [A/B] Bearer
Certificate, the number of which appears on this Coupon. Payment of this Coupon
will be made in U.S. dollars only upon presentation of this Coupon at the office
of any paying agent outside the United States and its possessions as may be
appointed from time to time pursuant to such Agreement. Such payment will be
made at the option of the holder hereof and subject to any applicable laws and
regulations, by a United States dollar check drawn on a bank in New York City,
or by transfer to a United States dollar account maintained by the holder with a
bank located outside the United States and its possessions. If such payment at
the offices of all paying agents outside the United States and its possessions
becomes illegal or is effectively precluded because of the imposition of
exchange controls or other similar restrictions on the payment or receipt of
such amounts in U.S. dollars, such payment will be made at the office of the
paying agent in New York City. Except as provided by the preceding sentence, no
demand for payment or payment on this Coupon may be made at any office of any
paying agent in the United States and its possessions nor will any payment be
mailed to an address or transferred to an account in the United States and its
possessions. The Transferor has initially appointed the paying agent listed on
the reverse side of this Coupon. (All capitalized terms used herein shall have
the meanings assigned such terms in the Pooling and Servicing Agreement.)
E-1-1
<PAGE>
FIRST USA BANK
By:
----------------------------------
Name:
Title:
E-1-2
<PAGE>
PAYING AGENT
------------
The Bank of New York, London Branch
46 Berkeley Street
London WIX 6AA
United Kingdom
E-1-3
<PAGE>
EXHIBIT E-2
FORM OF CLASS [A/B] SPECIAL COUPON
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
THIS COUPON IS NOT AN INTEREST IN OR OBLIGATION OF FIRST USA BANK OR ANY
AFFILIATE THEREOF.
No.
Subject to the terms and conditions of the Class [A/B] Bearer
Certificate, Series 1998-2, First USA Credit Card Master Trust to which this
Coupon appertains, which shall be binding on the Holder of this Coupon whether
or not attached to such Certificate and subject to the terms and conditions of
the Pooling and Servicing Agreement referred to in the Certificate, upon
surrender of the Class [A/B] Bearer Certificate, the number of which appears on
this Coupon, all unmatured Coupons appertaining to such Bearer Certificate (or
in the case of any missing unmatured Coupons, cash in an amount equal to the
amount due under such missing unmatured Coupons) and this Special Coupon to the
Trustee or any paying agent (in each case, at its office outside the United
States and its possessions), the Holder shall be paid such Holder's pro rata
share of the amounts on deposit in the Principal Funding Account payable to the
Class [A/B] Certificateholders pursuant to subsection 4.09(h) of the Pooling and
Servicing Agreement, provided however that in the event that amounts on deposit
in the Principal Funding Account and the A/B Distribution Account are
insufficient to repay the Class [A/B] Investor Interest on the Class [A/B]
Scheduled Payment Date or on the first Distribution Date following the
occurrence of a Pay Out Event, the bearer hereof shall receive Monthly Payment
Coupons appertaining to the above-mentioned Bearer Certificate. Amounts paid in
respect of this Special Coupon will be paid in U.S. dollars, and Monthly Coupons
(if any) will be issued, in each case only upon presentation of this Special
Coupon at the office of any paying agent outside the United States and its
possessions as may be appointed from time to time pursuant to such Pooling and
Servicing Agreement. Such payment will be made at the option of the holder
hereof and subject to any applicable laws and regulations, by a United States
dollar check drawn on a bank in New York City, or by transfer to a United States
dollar account maintained by the holder with a bank located outside the United
States and its possessions. If such payment at the offices of all paying agents
outside the United States and its possessions becomes illegal or is effectively
precluded because of the imposition of exchange controls or other similar
restrictions on the payment or receipt of
E-2-1
<PAGE>
such amounts in U.S. dollars, such payment will be made at the office of the
paying agent in New York City. Except as provided by the preceding sentence, no
demand for payment or payment on this Special Coupon may be made at any office
of any paying agent in the United States and its possessions nor will any
payment be mailed to an address or transferred to an account in the United
States and its possessions. The Transferor has initially appointed the paying
agent listed on the reverse side of this Coupon. (All capitalized terms used
herein shall have the meanings assigned such terms in the Pooling and Servicing
Agreement.)
FIRST USA BANK
By:
----------------------------
Name:
Title:
E-2-2
<PAGE>
PAYING AGENT
------------
The Bank of New York, London Branch
46 Berkeley Street
London WIX 6AA
United Kingdom
E-2-3
<PAGE>
EXHIBIT E-3
FORM OF MONTHLY PAYMENT COUPON
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
THIS COUPON IS NOT AN INTEREST IN OR OBLIGATION OF FIRST USA BANK OR ANY
AFFILIATE THEREOF.
IN THE EVENT THAT ON THE DISTRIBUTION DATE PRINTED BELOW THE INVESTED AMOUNT IS
ZERO (DETERMINED PRIOR TO GIVING EFFECT TO ANY PAYMENTS ON THIS COUPON), THEN,
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS COUPON, THIS COUPON SHALL
AUTOMATICALLY BECOME VOID AND SHALL CEASE TO REPRESENT AN INTEREST IN OR TO BE
AN OBLIGATION OF THE TRUST.
No.____________
On the ____________ ___, ____ Distribution Date, the Holder of this
Coupon shall be paid (subject to the terms and conditions of the First USA
Credit Card Master Trust Class [A/B] Bearer Certificate, Series 1998-2, to which
this Coupon appertains, which shall be binding on the Holder of this Coupon
whether or not attached to such Certificate and subject to the terms and
conditions of the Pooling and Servicing Agreement referred to in the
Certificate), upon surrender hereof, the amount of interest and principal
(including any additional interest which may be payable under the terms and
conditions of such Certificate), then payable on its Class [A/B] Bearer
Certificate, the number of which appears on this Coupon. Payment of this Coupon
will be made in U.S. Dollars only upon presentation of this Coupon at the office
of any paying agent outside the United States and its possessions as may be
appointed from time to time pursuant to such Pooling and Servicing Agreement.
Such payment will be made, at the option of the Holder hereof and subject to any
applicable laws and regulations, by a United States dollar check drawn on a bank
in New York City, or by transfer to a United States dollar account maintained by
the holder with a bank located outside the United States and its possessions.
If such payment at the offices of all paying agent outside the United States and
its possessions becomes illegal or is effectively precluded because of the
imposition of exchange controls or other similar restrictions on the payment or
receipt of such amounts in U.S. Dollars, such payment will be made at the office
of the paying agent in New York City. Except as provided by the preceding
sentence, no demand for payment or payment
E-3-1
<PAGE>
on this Coupon may be made at any office of any paying agent in the United
States and its possessions nor will any payment be mailed to an address or
transferred to an account in the United States and its possessions. The
Transferor has initially appointed the paying agent listed on the reverse side
of this Coupon. (All capitalized terms used herein shall have the meanings
assigned such terms in the Agreement.)
FIRST USA BANK
By:
--------------------
Name:
Title:
E-3-2
<PAGE>
PAYING AGENT
------------
The Bank of New York, London Branch
46 Berkeley Street
London WIX 6AA
United Kingdom
E-3-3
<PAGE>
EXHIBIT F-1
FORM OF CLEARANCE SYSTEM CERTIFICATE
TO BE GIVEN TO THE TRUSTEE BY
THE A/B PAYING AGENT
FIRST USA CREDIT CARD MASTER TRUST
Floating Rate Asset Backed
Certificates, Series 1998-2
[Insert title or sufficient description
of Certificates ("Certificates")]
This is to certify that, based solely on certifications we have
received in writing, by telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
to the effect set forth in the Agreement, as of the date hereof, $_________
principal amount of above-captioned Certificates (i) is owned by persons that
are not citizens or residents of the United States, corporations, partnerships
or other entities created or organized in or under the laws of the United
States, or any political subdivision thereof, any estate or trust the income of
which is subject to United States federal income taxation regardless of its
source, or any partnership to the extent that one or more members is for the
United States federal income tax purposes any of the foregoing ("United States
persons"), (ii) is owned by United States persons that (a) are foreign branches
of United States financial institutions (as defined in U.S. Treasury Regulations
Section 1.165-12(c)(1)(v)) ("financial institutions") purchasing for their own
account or for resale, or (b) acquired the Certificates through foreign branches
of United States financial institutions and who hold the Certificates through
such United States financial institutions on the date hereof (and in either case
(a) or (b), each such United States financial institution has agreed to comply
with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is
owned by United States or foreign financial institutions for purposes of resale
during the restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States or foreign
financial institutions described in clause (iii) (whether or not also described
in clause (i) or (ii)) have certified that they have not acquired the
Certificates for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.
We further certify (i) that we are not making available herewith for
exchange (or, if relevant, for the payment of interest on) any portion of the
Temporary
F-1-1
<PAGE>
Global Certificate excepted in such Member Organization certifications and (ii)
that as of the date hereof we have not received any notification from any of our
Member Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, for the payment of interest on) are no longer true
and cannot be relied upon at the date hereof.
We will retain all certificates received from Member Organizations for
the period specified in U.S. Treasury Regulation Section 1.163-
5(c)(2)(i)(D)(3)(i).
We understand that this certification is required in connection with
certain tax laws of the United States. In connection therewith, if
administrative and legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.
Date: 199*******.
Yours faithfully,
THE BANK OF NEW YORK, LONDON
BRANCH,
or
By:
-------------------------------
- -----------
******* This certificate is to be dated on the Temporary Global Certificate
Exchange Date or, if applicable, the subsequent date on which the
Certificates are delivered to the undersigned in definitive form.
F-1-2
<PAGE>
EXHIBIT F-2
FORM OF CERTIFICATE TO BE DELIVERED
TO THE A/B PAYING AGENT BY A BENEFICIAL
OWNER OF CERTIFICATES
FIRST USA CREDIT CARD MASTER TRUST
Floating Rate Asset Backed Certificates, Series 1998-2
[Insert title or sufficient description
of Certificates ("Certificates")]
This is to certify that as of the date hereof and except as provided in the
third paragraph hereof, the above-captioned Certificates held by you for our
account (i) are owned by persons that are not United States Persons, or (ii) are
owned by a United States Person that is (A) the foreign branch of a United
States financial institution (as defined in U.S. Treasury Regulations Section
1.165-12(c)(1)(v)) (a "financial institution") purchasing for its own account or
for resale, or (B) a United States person who acquired the Certificates through
the foreign branch of a financial institution and who holds the Certificates
through the financial institution on the date hereof (and in either case (A) or
(B), the financial institution has agreed to comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by a financial
institution for purposes of resale during the Restricted Period (as defined in
U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)). In addition,
financial institutions described in clause (iii) of the preceding sentence
(whether or not also described in clause (i) or (ii)) have certified that they
have not acquired the Certificates for purposes of resale directly or indirectly
to a United States Person or to person within the United States or its
possessions.
We undertake to advise you by tested telex if the above statement as
to beneficial ownership is not correct on the date of delivery of the
above-captioned Certificates in definitive form with respect to such of said
Certificates as then appear in your books as being held for our account.
This certificate excepts and does not relate to U.S. $__________
principal amount of Certificates held by you for our account, as to which we are
not yet above to
F-2-1
<PAGE>
certify beneficial ownership. We understand that delivery of definitive
Certificates in such principal amount cannot be made until we are able to so
certify.
We understand that this certificate is required in connection with
certain securities and tax laws of the United States of America. If
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate or a copy thereof to any interested party in
such proceedings. As used herein, "United States" means the United States of
America (including the States and the District of Columbia), its territories,
its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island, and Northern Mariana Islands) and other areas subject to its
jurisdiction; and "United States Person" means a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in or under the laws of the United States, or any political subdivision thereof,
or an estate or trust the income of which is subject to United States federal
income taxation regardless of its source and any partnership to the extent that
one or more members is for United States federal income tax purposes any of the
foregoing.
Dated:/1/ by
---------------------
As, or as agent for, the beneficial
owner(s) of the interest in the
Certificates to which this
certificate relates.
- -----------------
/1/ This Certificate must be dated no earlier than 15 days prior to the
Temporary Global Certificate Exchange Date.
F-2-2
<PAGE>
EXHIBIT G
[DATE]
First USA Bank
201 North Walnut Street
Wilmington, Delaware 19801
The Bank of New York (Delaware)
White Clay Center
Route 273
Newark, Delaware 19711
Re: Excess Collateral, Series 1998-2
------------------------------------------
Ladies and Gentlemen:
In connection with our proposed purchase of $______ in principal amount of
First USA Credit Card Master Trust, Excess Collateral, Series 1998-2 (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 1998-2 Supplement dated as of May 21, 1998
(the "Series 1998-2 Supplement" and together with the Pooling and Servicing
Agreement, the "Pooling and Servicing Agreement"), each by and between First USA
Bank, as transferor and servicer, and The Bank of New York (Delaware) relating
to the Excess Collateral and agree to be bound by, and not reoffer, resell,
pledge or otherwise transfer (any such act, a "Transfer") the
G-1
<PAGE>
Excess Collateral except in compliance with such restrictions and conditions
including but not limited to those in Section 11 of the Series 1998-2
Supplement.
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 will represent not more than 50% of the value of all of
our assets.
G-2
<PAGE>
6. We are a person who is either (A)(i) a citizen or resident of the
United States, (ii) a corporation or other entity organized in or under the laws
of the United States or any political subdivision thereof or (iii) a person not
described in (i) or (ii) whose ownership of the 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 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 1998-2 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
G-3
<PAGE>
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.
(S)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 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.
G-4
<PAGE>
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:
G-5
