<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) June 28, 1999
-------------
FIRST USA BANK, NATIONAL ASSOCIATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
(Originator of the FIRST USA CREDIT CARD MASTER TRUST)
<TABLE>
<S> <C> <C>
Laws of the United States 333-24227 76-0039224
------------------------- --------- ----------
(State or other jurisdiction (Commission File Number) (IRS Employer Identification
of incorporation or organization) Number)
</TABLE>
201 North Walnut Street, Wilmington, Delaware 19801
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
302/594-4117
- -----------------------------------------------------
Registrant's telephone number, including area code
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
<PAGE>
Item 5. Other Events
On June 28, 1999, First USA Bank, National Association, (the "Bank"), a
wholly owned subsidiary of First USA Financial, Inc., which is a wholly owned
subsidiary of BANK ONE CORPORATION, completed the securitization of
approximately $1,000,000,000 of credit card receivables. The securitization
consists of First USA Credit Card Master Trust Series 1999-A and 1999-B.
Series 1999-A consists of $378,000,000 Class A Variable Funding Asset
Backed Certificates, and $29,250,000 Class B Variable Funding Asset Backed
Certificates. Series 1999-A also consists of $42,750,000 Collateral Interest,
which will be subordinated to the Class A and B certificates and will provide
credit enhancement for the benefit of certificateholders. The Maximum
Certificate Invested Amount for Series 1999-A is $750,000,000.
Series 1999-B consists of $462,000,000 Class A Variable Funding Asset
Backed Certificates, and $35,750,000 Class B Variable Funding Asset Backed
Certificates. Series 1999-B also consists of $52,250,000 Collateral Interest,
which will be subordinated to the Class A and B certificates and will provide
credit enhancement for the benefit of certificateholders.
First USA Bank, National Association services the receivables that are
included in the securitization and will continue to service the accounts
associated with such receivables following the securitization.
Item 7. Financial Statement, Pro Forma Financial Information and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits
99.1 Series 1999-A Supplement, dated as of June 28, 1999, to the
Pooling and Servicing Agreement, dated as of September 1,
1992, between First USA Bank, N.A., as Transferor and
Servicer, and The Bank of New York (Delaware), as Trustee.
99.2 Series 1999-B Supplement, dated as of June 28, 1999, to the
Pooling and Servicing Agreement, dated as of September 1,
1992, between First USA Bank, N.A., as Transferor and
Servicer, and The Bank of New York (Delaware), as Trustee.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRST USA BANK, NATIONAL ASSOCIATION
As Servicer
By: /s/ Tracie H. Klein
-------------------------------
Name: Tracie H. Klein
Title: First Vice President
Date: July 20, 1999
-------------
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ------------ ----------- --------
<S> <C> <C>
99.1 Series 1999-A Supplement, dated as of June 28, 1999, to the
Pooling and Servicing Agreement, dated as of September 1,
1992, between First USA Bank, N.A., as Transferor and
Servicer, and The Bank of New York (Delaware), as Trustee.
99.2 Series 1999-B Supplement, dated as of June 28, 1999, to the
Pooling and Servicing Agreement, dated as of September 1,
1992, between First USA Bank, N.A., as Transferor and
Servicer, and The Bank of New York (Delaware), as Trustee.
</TABLE>
<PAGE>
EXHIBIT 99.1
FIRST USA BANK, NATIONAL ASSOCIATION
Transferor and Servicer
and
THE BANK OF NEW YORK (DELAWARE)
on behalf of the Certificateholders
----------------------
SERIES 1999-A SUPPLEMENT
Dated as of June 28, 1999
to
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1992, as amended
----------------------
$750,000,000
FIRST USA CREDIT CARD MASTER TRUST
Series 1999-A
<PAGE>
TABLE OF CONTENTS
Page
CREATION OF THE SERIES 1999-A CERTIFICATES................................... 1
SECTION 1. DESIGNATION....................................................... 1
SECTION 2. DEFINITIONS....................................................... 2
SECTION 3. REASSIGNMENT AND TRANSFER TERMS................................... 20
SECTION 4. DELIVERY AND PAYMENT FOR THE SERIES 1999-A CERTIFICATES........... 20
SECTION 5. DEPOSITARY; FORM OF DELIVERY OF THE SERIES
1999-A CERTIFICATES............................................... 20
SECTION 6. ARTICLE IV OF AGREEMENT........................................... 20
ARTICLE IV RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATION
AND APPLICATION OF COLLECTIONS................................. 22
SECTION 4.04. Rights of Certificateholders and the
Collateral Interest Holder............................... 22
SECTION 4.05. Collections and Allocation............................... 22
SECTION 4.06. Determination of Monthly Interest for the
Series 1999-A Certificates............................... 25
SECTION 4.07. Determination of Monthly Principal....................... 26
SECTION 4.08. Coverage of Required Amount for the
Investor Certificates.................................... 27
SECTION 4.09. Priority of Payments..................................... 28
SECTION 4.10. Payment of Class A Certificate and Class B
Certificate Interest..................................... 33
SECTION 4.11. Servicer Advances........................................ 33
SECTION 4.12. Investor Charge-Offs..................................... 34
SECTION 4.13. Excess Finance Charge Collections for the
Series 1999-A Certificates............................... 35
SECTION 4.14. Reallocated Principal Collections for the
Series 1999-A Certificates............................... 37
SECTION 4.15. Certificate Principal Balance Increases.................. 38
SECTION 4.16. Extension of the Revolving Period........................ 39
SECTION 4.17. Refinanced Optional Amortization......................... 39
SECTION 7. ARTICLE V OF THE AGREEMENT........................................ 41
ARTICLE V DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS.......................................... 41
SECTION 5.01. Distributions............................................ 41
-i-
<PAGE>
TABLE OF CONTENTS
(continued)
SECTION 5.02. Monthly Certificateholders' Statement.................... 42
SECTION 5.03. Annual Certificateholders' Tax Statement................. 43
SECTION 8. SERIES 1999-A PAY OUT EVENTS..................................... 43
SECTION 9. SERIES 1999-A TERMINATION........................................ 45
SECTION 10. PERIODIC FINANCE CHARGES AND OTHER FEES.......................... 45
SECTION 11. AMENDMENT AND RATIFICATION OF AGREEMENT.......................... 45
SECTION 12. COUNTERPARTS..................................................... 45
SECTION 13. GOVERNING LAW.................................................... 45
SECTION 14. ADDITIONAL REPRESENTATIONS AND WARRANTIES
OF THE SERVICER.................................................. 45
SECTION 15. PRIVATE PLACEMENT OF SERIES 1999-A CERTIFICATES;
FORM OF DELIVERY OF SERIES 1999-A CERTIFICATES................... 46
SCHEDULES AND EXHIBITS
EXHIBIT A-1 FORM OF CLASS A-1 CERTIFICATE............................... A-1-1
EXHIBIT A-2 FORM OF CLASS A-2 CERTIFICATE............................... A-2-1
EXHIBIT B-1 FORM OF CLASS B-1 CERTIFICATE............................... B-1-1
EXHIBIT B-2 FORM OF CLASS B-2 CERTIFICATE............................... B-2-1
EXHIBIT C FORM OF NOTICE OF PARTIAL AMORTIZATION........................ C-1
EXHIBIT D MONTHLY ALLOCATIONS AND PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE................................... D-1
EXHIBIT E FORM OF CERTIFICATE PRINCIPAL BALANCE INCREASE REQUEST........ E-1
EXHIBIT F FORM OF CERTIFICATE PRINCIPAL BALANCE INCREASE CONFIRMATION... F-1
EXHIBIT G MONTHLY CERTIFICATEHOLDER'S STATEMENT......................... G-1
-ii-
<PAGE>
SERIES 1999-A SUPPLEMENT, dated as of June 28, 1999 (this "Series
------
Supplement") by and between FIRST USA BANK, NATIONAL ASSOCIATION, a national
- ----------
banking association ("First USA"), 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, NATIONAL ASSOCIATION, 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).
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 1999-A shall not
be subordinated to any other Series.
Creation of the Series 1999-A Certificates
SECTION 1. Designation. (a) 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 1999-A Certificates." The Series 1999-A
--------------------------
Certificates shall be issued in two Classes which shall be designated generally
as (i) the Class A Variable Funding Asset Backed Certificates, Series 1999-A
(the "Class A Certificates") and (ii) the Class B Variable Funding Asset Backed
--------------------
Certificates, Series 1999-A (the "Class B Certificates"). In addition, there is
--------------------
hereby created a third Class which constitutes an uncertificated interest in the
Trust, which shall be deemed to be an "Investor Certificate" for all purposes
--------------------
under the Agreement and this Series Supplement, except as expressly provided
herein, and which shall be known as the Collateral Interest, Series 1999-A, with
such rights as are assigned to the Collateral Interest in this Series
Supplement.
(b) The Collateral Interest Holder, as holder of an "Investor Certificate"
--------------------
under the Agreement, shall be entitled to the benefits of the Agreement and this
Series Supplement upon payment by the Collateral Interest Holder of amounts
owing on the Closing Date pursuant to the Loan Agreement. Notwithstanding the
foregoing, except as expressly provided herein, the provisions of Article VI and
Article XII of the Agreement relating to the registration, authentication,
delivery, presentation, cancellation and surrender of Registered Certificates
shall not be applicable to the Collateral Interest, and the requirement of
subsection 6.09(b) with respect to the delivery of an Opinion of Counsel that
the Investor Certificates be treated as debt for Federal income tax purposes
will not be applicable to the Collateral Interest.
1
<PAGE>
SECTION 2. Definitions. In the event that any term or provision contained
-----------
herein shall conflict with or be inconsistent with any provision contained in
the Agreement, the terms and provisions of this Series Supplement shall govern.
All Article, Section or subsection references herein shall mean Articles,
Sections 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 1999-A
Certificates and to no other Series of Certificates issued by the Trust.
"Agreement" shall mean the Pooling and Servicing Agreement dated as of
---------
September 1, 1992 between First USA, as Transferor and Servicer and the Trustee,
as amended and as the same may be further amended or otherwise modified from
time to time.
"Amortization Period" shall mean, with respect to the Series 1999-A
-------------------
Certificates, the period commencing on the earlier of (a) the close of business
on the June 2002 Distribution Date or, if the Revolving Period is extended
pursuant to Section 4.16, such later date as shall be set forth in the Extension
Notice delivered by the Transferor to the Trustee and the Certificate Agents, 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 Collateral Interest Holder of the Collateral Invested Amount
and (ii) the Scheduled Series 1999-A 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 or any Partial Amortization Period, to the
Fixed/Floating Allocation Percentage of Collections of Principal Receivables
with respect to such Monthly Period, (ii) 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 (iii) 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, if any, pursuant to Section 4.14 for the following
Distribution Date.
"Average Class A Invested Amount" shall mean, for any Monthly Period,
-------------------------------
the quotient of (a) the summation of the Class A Invested Amount determined as
of each day in that Monthly Period, divided by (b) the number of days in that
Monthly Period.
"Average Class B Invested Amount" shall mean, for any Monthly Period,
-------------------------------
the quotient of (a) the summation of the Class B Invested Amount determined as
of each day in that Monthly Period, divided by (b) the number of days in that
Monthly Period.
"Average Collateral Invested Amount" shall mean, for any Monthly
----------------------------------
Period, the quotient of (a) the summation of the Collateral Invested Amount
determined as of each day in that Monthly Period, divided by (b) the number of
days in that Monthly Period.
"Average Invested Amount" shall mean the sum of the Average Class A
-----------------------
Invested Amount, Average Class B Invested Amount and Average Collateral Invested
Amount.
2
<PAGE>
"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
---------
annualized percentage equivalent of the sum of (a) a fraction, the numerator of
which is equal to the sum of (i) the Class A Monthly Interest, (ii) Class B
Monthly Interest, (iii) Class A Increase Cost Amounts up to the Class A Increase
Cost Amount Cap, (iv) Class B Increase Cost Amounts up to the Class B Increase
Cost Amount Cap and (v) the Collateral Monthly Interest for such Monthly Period,
and the denominator of which is the Average Invested Amount for such Monthly
Period and (b) 2.00%.
"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 July 13, 1999 and the second Business
----------------
Day prior to the 15th day of each calendar month thereafter.
"Certificate Agent" shall mean the CPA Agent or the Collateral
-----------------
Interest Agent, as applicable, and "Certificate Agents" shall mean the CPA Agent
------------------
and the Collateral Interest Agent.
"Certificate Principal Balance Increase" shall have the meaning
--------------------------------------
specified in subsection 4.15(a) of the Agreement.
"Certificate Purchase Agreement" shall mean the agreement with respect
------------------------------
to the purchase of the Class A Certificates and Class B Certificates, among the
Transferor, the Servicer, the CPA Agent and the purchasers named therein, dated
as of June 28, 1999, as amended, modified and supplemented from time to time.
"Class A Available Funds" shall mean, with respect to any Monthly
-----------------------
Period, an amount equal to the Class A Floating Allocation Percentage of the
Collections of Finance Charge Receivables in respect of such Monthly Period.
"Class A Certificate Principal Balance Increase" shall have the
----------------------------------------------
meaning set forth in subsection 4.15(a).
3
<PAGE>
"Class A Certificate Rate" shall have the meaning specified in the
------------------------
Certificate Purchase Agreement.
"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 1999-A Certificateholders' Interest evidenced by the Class A
Certificates.
"Class A Certificates" shall have the meaning specified in Section 1
--------------------
of this Series Supplement.
"Class A Fixed/Floating Allocation Percentage" shall mean for any
--------------------------------------------
Monthly Period during the Amortization Period or any Partial Amortization
Period, the percentage equivalent of a fraction, the numerator of which is equal
to (i) the Class A Invested Amount at the end of the last day of the Revolving
Period minus (ii) any Class A Principal Refinancing Amount paid to the Class A
-----
Certificateholders after such date, 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 a Reset Date occurs and the Servicer
is not required to 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 a Reset 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 as of the close of business on the later of the last
day of the prior Monthly Period or the preceding Reset Date, for the period from
and including the first day of such Monthly Period or the preceding Reset Date
to but excluding the related Reset Date, and (2) the aggregate amount of
Principal Receivables in the Trust as of the close of business on such Reset
Date, for the period from and including such Reset Date to the earlier of the
last day of such Monthly Period (in which case such period shall include such
day) or the next succeeding Reset Date (in which case such period shall not
include such succeeding Reset Date).
"Class A Floating Allocation Percentage" shall mean, for any Monthly
--------------------------------------
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction:
(a) the numerator of which is the Class A Invested Amount as of the
close of business on the last day of the preceding Monthly Period (or in the
case of the first Monthly Period, the Closing Date); and
(b) the denominator of which is equal to the total amount of
Principal Receivables as of the close of business on the last day of the
preceding Monthly Period (or in the case of the first Monthly Period, the
Closing Date);
provided that with respect to any Monthly Period in which a Reset Date occurs:
- --------
4
<PAGE>
(w) if the Servicer is not required to make daily deposits of
Collections into the Collection Account, the numerator determined pursuant
to clause (a) above shall be the Average Class A Invested Amount for such
Monthly Period;
(x) if the Servicer is required to make daily deposits of Collections
into the Collection Account, the numerator determined pursuant to clause
(a) above shall be (1) the Class A Invested Amount as of the close of
business on the later of the last day of the prior Monthly Period or the
preceding Reset Date, for the period from and including the first day of
the current Monthly Period or the preceding Reset Date, as applicable, to
but excluding such Reset Date and (2) the Class A Invested Amount as of the
close of business on such Reset Date, for the period from and including
such Reset Date to the earlier of the last day of such Monthly Period (in
which case such period shall include such day) or the next succeeding Reset
Date (in which case such period shall not include such succeeding Reset
Date);
(y) if the Servicer is not required to make daily deposits of
Collections into the Collection Account, the denominator determined
pursuant to clause (b) above shall be the Average Principal Balance; and
(z) if the Servicer is required to make daily deposits of Collections
into the Collection Account, the denominator determined pursuant to clause
(b) above shall be (1) the aggregate amount of Principal Receivables in the
Trust as of the close of business on the later of the last day of the prior
Monthly Period or the preceding Reset Date, for the period from and
including the first day of such Monthly Period or the preceding Reset Date,
to but excluding the related Reset Date and (2) the aggregate amount of
Principal Receivables in the Trust as of the close of business on such
Reset Date, for the period from and including such Reset Date to the
earlier of the last day of such Monthly Period (in which case such period
shall include such day) or the next succeeding Reset Date (in which case
such period shall not include such succeeding Reset Date).
"Class A Increase Cost Amount" shall mean any amount payable by the
----------------------------
Trust with respect to the Class A Certificate pursuant to Sections 2.05(f),
2.06, 2.07 and 2.08 of the Certificate Purchase Agreement.
"Class A Increase Cost Amount Cap" shall mean, with respect to any
--------------------------------
Transfer Date, an amount equal to (a) 0.50% of the Class A Invested Amount on
such Transfer Date divided by (b) 12.
----------
"Class A Initial Invested Amount" shall mean the aggregate initial
-------------------------------
principal amount of the Class A Certificates, which is $378,000,000.
"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, plus (b) the aggregate amount of Class A Certificate Principal Balance
----
Increases made on or prior to such date, minus (c) the aggregate amount of
-----
principal payments made pursuant to subsections 4.09(f), 4.09(g) and 4.09(h) and
subsection 4.17(b) to Class A Certificateholders on or prior to such date and
minus (d) the excess, if any, of the aggregate amount of Class A Investor
- -----
Charge-Offs over Class
5
<PAGE>
A Investor Charge-Offs reimbursed pursuant to subsection 4.12(a) of the
Agreement prior to such day; provided that the Class A Invested
--------
Amount may not be reduced below zero.
"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
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 Receivables in Defaulted Accounts, 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 or any Partial Amortization Period, the Class A
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 the Certificate Purchase Agreement.
"Class A Monthly Principal" shall mean the monthly principal
-------------------------
distributable in respect of the Class A Certificates as calculated in accordance
with Section 4.07(a)(i) 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 Average Class A Invested Amount for the preceding Monthly
Period; provided, however, that with respect to the initial Monthly Period the
-------- -------
Class A Monthly Servicing Fee shall be $46,603.
"Class A Outstanding Principal Balance" shall mean, with respect to
-------------------------------------
any date of determination, an amount equal to (a) the Class A Initial Invested
Amount, plus (b) the aggregate amount of Class A Certificate Principal Balance
----
Increases made on or prior to such date, minus (c) the aggregate amount of
-----
principal payments made to the Class A Certificateholders on or prior to such
day.
"Class A Percentage" shall mean, with respect to any Monthly Period,
------------------
the percentage equivalent of a fraction, the numerator of which is the Class A
Invested Amount as of the last day of the immediately preceding Monthly Period
(or in the case of the first Monthly Period, as of the Closing Date) and the
denominator of which is the Invested Amount as of such date.
"Class A Principal Refinancing Amount" shall mean with respect to any
------------------------------------
date of determination, the product of (a) the amount set forth in subsection
4.17(a)(i) and (b) a fraction, the numerator of which is the Class A Invested
Amount as of such date and the denominator of which is the Invested Amount as of
such date.
6
<PAGE>
"Class A Required Amount" shall have the meaning specified in
-----------------------
subsection 4.08(a) of the Agreement.
"Class B Available Funds" shall mean, with respect to any Monthly
-----------------------
Period, an amount equal to the Class B Floating Allocation Percentage of the
Collections of Finance Charge Receivables in respect of such Monthly Period.
"Class B Certificate Principal Balance Increase" shall have the
----------------------------------------------
meaning specified in subsection 4.15(a) of the Agreement.
"Class B Certificate Rate" shall have the meaning specified in the
------------------------
Certificate Purchase Agreement.
"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 1999-A Certificateholders' Interest evidenced by the Class B
Certificates.
"Class B Certificates" shall have the meaning specified in Section 1
--------------------
of this Series Supplement.
"Class B Fixed/Floating Allocation Percentage" shall mean for any
--------------------------------------------
Monthly Period during the Amortization Period or any Partial Amortization
Period, the percentage equivalent of a fraction, the numerator of which is equal
to (i) the Class B Invested Amount at the end of the last day of the Revolving
Period minus (ii) any Class B Principal Refinancing Amount paid to the Class B
-----
Certificateholders after such date, 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 a Reset Date occurs and the Servicer
is not required to 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 a Reset 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 as of the close of business on the later of last day of
the prior Monthly Period or the preceding Reset Date for the period from and
including the first day of such Monthly Period or the preceding Reset Date, to
but excluding the related Reset Date, and (2) the aggregate amount of Principal
Receivables in the Trust as of the close of business on such Reset Date, for the
period from and including such Reset Date to the earlier of the last day of such
Monthly Period (in which case such period shall include such day) or the next
succeeding Reset Date (in which case such period shall not include such
succeeding Reset Date).
"Class B Floating Allocation Percentage" shall mean, for any Monthly
--------------------------------------
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction:
7
<PAGE>
(a) the numerator of which is the Class B Invested Amount as of the
close of business on the last day of the preceding Monthly Period (or in the
case of the first Monthly Period, the Closing Date); and
(b) the denominator of which is equal to the total amount of Principal
Receivables as of the close of business on the last day of the preceding Monthly
Period (or in the case of the first Monthly Period, the Closing Date);
provided that with respect to any Monthly Period in which a Reset Date occurs:
- --------
(w) if the Servicer is not required to make daily deposits of
Collections into the Collection Account, the numerator determined pursuant
to clause (a) above shall be the Average Class B Invested Amount for such
Monthly Period;
(x) if the Servicer is required to make daily deposits of Collections
into the Collection Account, the numerator determined pursuant to clause
(a) above shall be (1) the Class B Invested Amount as of the close of
business on the later of the last day of the prior Monthly Period or the
preceding Reset Date, for the period from and including the first day of
the current Monthly Period or the preceding Reset Date, as applicable, to
but excluding such Reset Date and (2) the Class B Invested Amount as of the
close of business on such Reset Date, for the period from and including
such Reset Date to the earlier of the last day of such Monthly Period (in
which case such period shall include such day) or the next succeeding Reset
Date (in which case such period shall not include such succeeding Reset
Date);
(y) if the Servicer is not required to make daily deposits of
Collections into the Collection Account, the denominator determined
pursuant to clause (b) above shall be the Average Principal Balance; and
(z) if the Servicer is required to make daily deposits of Collections
into the Collection Account, the denominator determined pursuant to clause
(b) above shall be (1) the aggregate amount of Principal Receivables in the
Trust as of the close of business on the later of the last day of the prior
Monthly Period or the preceding Reset Date, for the period from and
including the first day of such Monthly Period or the preceding Reset Date,
to but excluding the related Reset Date and (2) the aggregate amount of
Principal Receivables in the Trust as of the close of business on such
Reset Date, for the period from and including such Reset Date to the
earlier of the last day of such Monthly Period (in which case such period
shall include such day) or the next succeeding Reset Date (in which case
such period shall not include such succeeding Reset Date).
"Class B Increase Cost Amount" shall mean any amount payable by the
----------------------------
Trust with respect to the Class B Certificate pursuant to Sections 2.05(f),
2.06, 2.07 and 2.08 of the Certificate Purchase Agreement.
"Class B Increase Cost Amount Cap" shall mean, with respect to any
--------------------------------
Transfer Date, an amount equal to (a) 0.50% of the Class B Invested Amount on
such Transfer Date divided by (b) 12.
----------
8
<PAGE>
"Class B Initial Invested Amount" shall mean the aggregate initial
-------------------------------
principal amount of the Class B Certificates, which is $29,250,000.
"Class B Invested Amount" shall mean, with respect to any date of
-----------------------
determination, an amount equal to (a) the Class B Initial Invested Amount, plus
----
(b) the aggregate amount of Class B Certificate Principal Balance Increases made
on or prior to such date, minus (c) the aggregate amount of principal payments
-----
made pursuant to subsections 4.09(f), 4.09(g) and 4.09(h) and Section 4.17 to
Class B Certificateholders on or prior to such date, minus (d) the aggregate
-----
amount of Class B Investor Charge-Offs for all prior Transfer Dates pursuant to
subsection 4.12(b), minus (e) the amount of the Reallocated Class B Principal
-----
Collections allocated pursuant to subsection 4.14(b) on all prior Transfer Dates
for which the Collateral Interest has not been reduced, minus (f) an amount
-----
equal to the amount by which the Class B Invested Amount has been reduced on all
prior Transfer Dates pursuant to subsection 4.12(a), plus (g) the aggregate
----
amount of Excess Spread allocated and available on all prior Transfer Dates
pursuant to subsection 4.13(e) for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (d), (e) and (f); provided 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
Default Amount for the related Monthly Period and the applicable Class B
Investor Percentage for the related Monthly Period.
"Class B Investor Percentage" shall mean for any Monthly Period, (a)
---------------------------
with respect to Receivables in Defaulted Accounts, Finance Charge Receivables at
any time and Principal Receivables during the Revolving Period, the Class B
Floating Allocation Percentage, and (b) with respect to Principal Receivables
during the Amortization Period or any Partial 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 the Certificate Purchase 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(a)(ii) 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 Average Class B Invested Amount for the preceding Monthly
Period; provided, however, that with respect to the initial Monthly Period the
-------- -------
Class B Monthly Servicing Fee shall be $3,606.
"Class B Outstanding Principal Balance" shall mean, with respect to
-------------------------------------
any date of determination, an amount equal to (a) the Class B Initial Invested
Amount, plus (b) the aggregate amount of Class B Certificate Principal Balance
----
Increases made on or prior to such date, minus
-----
9
<PAGE>
(c) the aggregate amount of principal payments made to the Class B
Certificateholders on or prior to such day.
"Class B Percentage" shall mean, with respect to any Monthly Period,
------------------
the percentage equivalent of a fraction, the numerator of which is the Class B
Invested Amount as of the last day of the immediately preceding Monthly Period
(or in the case of the first Monthly Period, as of the Closing Date) and the
denominator of which is the Invested Amount as of such date.
"Class B Principal Refinancing Amount" shall mean with respect to any
------------------------------------
date of determination, the product of (a) the amount set forth in subsections
4.17(a)(i) and (b) a fraction, the numerator of which is the Class B Invested
Amount as of such date and the denominator of which is the Invested Amount as of
such date.
"Class B Required Amount" shall have the meaning specified in Section
-----------------------
4.08(b) of the Agreement.
"Closing Date" shall mean June 28, 1999.
------------
"Code" shall mean the Internal Revenue Code of 1986, as amended.
----
"Collateral Available Funds" shall mean, with respect to any Monthly
--------------------------
Period, an amount equal to the Collateral Floating Allocation Percentage of the
Collections of Finance Charge Receivables in respect of such Monthly Period.
"Collateral Base Rate" shall mean, with respect to any Monthly Period,
--------------------
the sum of (a) the annualized percentage equivalent of a fraction, the numerator
of which is equal to the sum of the Class A Monthly Interest, Class B Monthly
Interest and the Collateral Monthly Interest for such Monthly Period and the
denominator of which is the Average Invested Amount for such Monthly Period plus
----
(b) the Series Servicing Fee Percentage per annum.
"Collateral Fixed/Floating Allocation Percentage" shall mean, for any
-----------------------------------------------
Monthly Period during the Amortization Period or any Partial Amortization
Period, the percentage equivalent of a fraction, the numerator of which is equal
to (i) the Collateral Invested Amount at the end of the last day of the
Revolving Period minus (ii) any Collateral Principal Refinancing Amount paid to
-----
the Collateral Interest Holder after such date 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 a Reset Date occurs
- -------
and the Servicer is not required to 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 a Reset 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 as of the close of business on the later of
the last day of the prior Monthly Period or the preceding Reset Date, for the
period from and including the first day of such Monthly Period or the preceding
Reset Date, to but excluding the related
10
<PAGE>
Reset Date, and (2) the aggregate amount of Principal Receivables in the Trust
as of the close of business on such Reset Date, for the period from and
including such Reset Date to the earlier of the last day of such Monthly Period
(in which case such period shall include such day) or the next succeeding Reset
Date (in which case such period shall not include such succeeding Reset Date).
"Collateral Floating Allocation Percentage" shall mean, for any
-----------------------------------------
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%), of a fraction:
(a) the numerator of which is the Collateral Invested Amount as of the
close of business on the last day of the preceding Monthly Period (or in the
case of the first Monthly Period, the Closing Date); and
(b) the denominator of which is equal to the total amount of Principal
Receivables as of the close of business on the last day of the preceding Monthly
Period (or in the case of the first Monthly Period, the Closing Date);
provided that with respect to any Monthly Period in which a Reset Date occurs:
- --------
(w) if the Servicer is not required to make daily deposits of
Collections into the Collection Account, the numerator determined pursuant
to clause (a) above shall be the Average Collateral Invested Amount for
such Monthly Period;
(x) if the Servicer is required to make daily deposits of Collections
into the Collection Account, the numerator determined pursuant to clause
(a) above shall be (1) the Collateral Invested Amount as of the close of
business on the later of the last day of the prior Monthly Period or the
preceding Reset Date, for the period from and including the first day of
the current Monthly Period or the preceding Reset Date, as applicable, to
but excluding such Reset Date and (2) the Collateral Invested Amount as of
the close of business on such Reset Date, for the period from and including
such Reset Date to the earlier of the last day of such Monthly Period (in
which case such period shall include such day) or the next succeeding Reset
Date (in which case such period shall not include such succeeding Reset
Date);
(y) if the Servicer is not required to make daily deposits of
Collections into the Collection Account, the denominator determined
pursuant to clause (b) above shall be the Average Principal Balance; and
(z) if the Servicer is required to make daily deposits of Collections
into the Collection Account, the denominator (determined pursuant to clause
(b) above) shall be (1) the aggregate amount of Principal Receivables in
the Trust as of the close of business on the later of the last day of the
prior Monthly Period or the preceding Reset Date, for the period from and
including the first day of such Monthly Period or the preceding Reset Date,
to but excluding the related Reset Date and (2) the aggregate amount of
Principal Receivables in the Trust as of the close of business on such
Reset Date, for the period from and including such Reset Date to the
earlier of the last day of such Monthly Period (in which case such period
shall include such day) or the next succeeding Reset Date (in which case
such period shall not include such succeeding Reset Date).
11
<PAGE>
"Collateral Increase Cost Amount" shall mean any amount payable by the
-------------------------------
Trust with respect to the Collateral Interest pursuant to Sections 2.3(e), 2.7
and 2.8 of the Loan Agreement.
"Collateral Initial Invested Amount" shall mean $42,750,000.
----------------------------------
"Collateral Interest" shall mean, on any date of determination, a
-------------------
fractional Undivided Interest in the Trust that shall consist of the right to
receive, to the extent necessary to make the required payments to the Collateral
Interest Holder 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.
"Collateral Interest Agent" shall mean Citicorp North America, Inc.
-------------------------
"Collateral Interest Holder" shall mean the Person(s) so designated in
--------------------------
the Loan Agreement.
"Collateral Interest Holder Interest" shall mean the portion of the
-----------------------------------
Series 1999-A Certificateholders' Interest allocable to the Collateral Interest
Holder.
"Collateral Invested Amount" shall mean, when used with respect to any
--------------------------
date of determination, an amount equal to (a) the Collateral Initial Invested
Amount plus (b) the aggregate amount of Collateral Principal Balance Increases
----
made on or prior to such date, minus (c) the aggregate amount of principal
-----
payments made pursuant to subsections 4.09(e)(iii) and 4.09(f)(i) and Section
4.17 to the Collateral Interest Holder on or prior to such day, minus (d) the
-----
aggregate amount of Collateral Investor Charge-Offs for all prior Distribution
Dates pursuant to subsection 4.12(c) of the Agreement, minus (e) the amount of
-----
the Reallocated Principal Collections allocated on all prior Distribution Dates
pursuant to Section 4.14 of the Agreement, minus (f) an amount equal to the
-----
amount by which the Collateral Invested Amount has been reduced on all prior
Distribution Dates pursuant to subsections 4.12(a) and (b) of the Agreement and
plus (g) 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
(d), (e) and (f); provided, however, that the Collateral Invested Amount may not
-------- -------
be reduced below zero.
"Collateral Investor Charge-Offs" shall have the meaning specified in
-------------------------------
subsection 4.12(c) of the Agreement.
"Collateral 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
Default Amount for the related Monthly Period and the Collateral Investor
Percentage applicable for the related Monthly Period.
"Collateral Investor Percentage" shall mean for any Monthly Period,
------------------------------
(a) with respect to Receivables in Defaulted Accounts, Finance Charge
Receivables at any time and Principal Receivables during the Revolving Period,
the Collateral Floating Allocation
12
<PAGE>
Percentage, and (b) with respect to Principal Receivables during the
Amortization Period or any Partial Amortization Period, the Collateral
Fixed/Floating Allocation Percentage.
"Collateral Monthly Interest" shall mean all amounts in respect of
---------------------------
interest payable with respect to any Monthly Period in accordance with Section
2.3 of the Loan Agreement.
"Collateral Monthly Principal" shall mean the monthly principal
----------------------------
distributable in respect of the Collateral Invested Amount as calculated in
accordance with subsection 4.07(a)(iii) of the Agreement.
"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 Average Collateral Invested Amount for the preceding Monthly
Period; provided, however, that with respect to the initial Monthly Period the
-------- -------
Collateral Monthly Servicing Fee shall be $5,271.
"Collateral Outstanding Principal Balance" shall mean, with respect to
----------------------------------------
any date of determination, an amount equal to (a) the Collateral Initial
Invested Amount, plus (b) the aggregate amount of Collateral Principal Balance
----
Increases made on or prior to such date, minus (c) the aggregate amount of
-----
principal payments made to the Collateral Interest Holders on or prior to such
day.
"Collateral Principal Balance Increase" shall have the meaning set
-------------------------------------
forth in subsection 4.15(a) of the Agreement.
"Collateral Principal Refinancing Amount" shall mean with respect to
---------------------------------------
any date of determination, the product of (a) the amount set forth in subsection
4.17(a)(i) and (b) a fraction, the numerator of which is the Collateral Invested
Amount and the denominator of which is the Invested Amount.
"Collateral Rate" shall have the meaning specified in the Loan
---------------
Agreement.
"Conduit Purchaser" shall have the meaning set forth in the
-----------------
Certificate Purchase Agreement.
"CPA Agent" shall mean Citicorp North America, Inc., as agent for the
---------
purchasers under the Certificate Purchase Agreement.
"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.
"Determination Date" shall mean the first Business Day on or before
------------------
the eighth calendar day prior to each Distribution Date.
"Distribution Date" shall mean July 19, 1999 and the 19th day of each
-----------------
calendar month thereafter, or if such 19th day is not a Business Day, the next
succeeding Business Day.
13
<PAGE>
"Enhancement" shall mean with respect to the Class A Certificates, the
-----------
subordination of the Class B Certificates and the Collateral Interest, and with
respect to the Class B Certificates, the subordination of the Collateral
Interest.
"Enhancement Provider" shall mean the Collateral Interest Holder.
--------------------
"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)(v), 4.09(b)(iv) and 4.09(c)(ii) of the Agreement with respect to such
Transfer Date.
"Excess Principal Collections" shall mean 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 (a) the Net Portfolio Yield exceeds (b) the
Collateral Base Rate.
"Extension Notice" shall have the meaning set forth in Section 4.16.
----------------
"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 date of
------------------------------------
determination the sum of the applicable (a) Class A Fixed/Floating Allocation
Percentage, (b) Class B Fixed/Floating Allocation Percentage, and (c) Collateral
Fixed/Floating Allocation Percentage.
"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
Collateral Floating Allocation Percentage.
"Increase Conditions" shall mean, with respect to any requested
-------------------
Certificate Principal Balance Increase to be made on any Increase Date
hereunder, all of the following:
(a) the request with respect to such Certificate Principal Balance
Increase shall have been delivered to the Trustee and each
Certificate Agent by the Increase Date, and shall otherwise
conform to the requirements, specified in subsection 4.15(a) of
the Agreement;
(b) the Trustee and the Certificate Agents shall have received
confirmation from the Servicer that the Collateral Invested Amount
equals or exceeds the Required Collateral Invested Amount
determined after giving effect to such Certificate Principal
Balance Increase;
(c) after giving effect to such Certificate Principal Balance
Increase, the Investor Outstanding Principal Balance shall not
exceed the Maximum Certificate Invested Amount;
14
<PAGE>
(d) such Certificate Principal Balance Increase shall be in a minimum
amount equal to the lesser of (i) the excess of (A) the Maximum
Certificate Invested Amount over (B) the Investor Outstanding
Principal Balance and (ii) an amount selected by the Transferor
equal to $10,000,000 or an integral multiple of $1,000,000 in
excess of $10,000,000;
(e) Transferor's Interest shall be greater than the Minimum Transferor
Interest after giving effect to such Certificate Principal Balance
Increase;
(f) no Pay Out Event with respect to Series 1999-A or an event that,
after the giving of notice or the lapse of time, would constitute
a Pay Out Event with respect to Series 1999-A, has occurred and is
continuing;
(g) as of such Increase Date (i) no Partial Amortization Amount shall
remain outstanding, (ii) no Monthly Interest or other amount due
and payable to any Series 1999-A Certificateholder prior to such
date shall remain outstanding, (iii) no unreimbursed Class A,
Class B or Collateral Investor Charge-Offs shall remain
outstanding and (iv) no other amounts due and payable under the
Certificate Purchase Agreement or the Loan Agreement shall remain
outstanding;
(h) no Servicer Default with respect to the Agreement or an event
that, after the giving of notice or the lapse of time, would
constitute a Servicer Default with respect to the Agreement, has
occurred and is continuing;
(i) as of such Increase Date, the sum of the Class B Invested Amount
and the Collateral Invested Amount when divided by the Invested
Amount shall be a fraction, the percentage equivalent of which
shall be not less than 16% (after giving effect to the Certificate
Principal Balance Increase to be effected on such date); and
(j) the Transferor shall have delivered to the Trustee and the
Certificate Agents an Officer's Certificate dated such Increase
Date certifying (x) that the conditions described in paragraphs
(a) through (i) have been satisfied and (y) that based on the
facts known to the officer signing such Officer's Certificate at
such time, in the reasonable belief of the Transferor, such
Certificate Principal Balance Increase will not cause a Pay Out
Event with respect to Series 1999-A to occur or an event that,
after the giving of notice or the lapse of time, would constitute
a Pay Out Event with respect to Series 1999-A.
"Increase Date" shall have the meaning specified in subsection 4.15(a)
-------------
of the Agreement.
"Initial Invested Amount" shall mean the aggregate initial principal
-----------------------
amount of the Investor Certificates of Series 1999-A, which is $450,000,000.
15
<PAGE>
"Interest Payment Date" shall mean the second Business Day immediately
---------------------
succeeding each Monthly Period; provided, that with respect to any Monthly
--------
Period described in clause (ii) of the definition of Monthly Period, Interest
Payment Date shall mean the Distribution Date immediately following the last day
of such Monthly Period; provided, further, that with respect to any portion of
-------- -------
the Investor Outstanding Principal Balance which is paid on a Partial
Amortization Payment Date or Refinancing Date, in each case, which is not a
Distribution Date, an Interest Payment Date shall occur on such Partial
Amortization Payment Date or Refinancing Date, as applicable, with respect to
such portion of the Investor Outstanding Principal Balance being repaid on such
date.
"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 Collateral Invested Amount each as of such date.
"Investor Certificateholder" shall mean the holder of record of an
--------------------------
Investor Certificate of Series 1999-A.
"Investor Certificates" shall mean the Class A Certificates and the
---------------------
Class B Certificates and the Collateral Interest.
"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
Investor Percentage for the related Monthly Period.
"Investor Monthly Servicing Fee" shall mean the sum of the Class A and
------------------------------
Class B Monthly Servicing Fees and the Collateral Monthly Servicing Fee.
"Investor Outstanding Principal Balance" shall mean the sum of the
--------------------------------------
Class A and Class B Outstanding Principal Balances, and the Collateral
Outstanding Principal Balance.
"Investor Percentage" shall mean for any Monthly Period, (a) with
-------------------
respect to Finance Charge Receivables and Receivables in Defaulted Accounts 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 or any Partial Amortization Period, the Fixed/Floating
Allocation Percentage.
"Issuance Date" shall mean the Closing Date.
-------------
"Loan Agreement" shall mean the agreement among the Transferor,
--------------
Servicer, Trustee, Citicorp North America, Inc., as Agent, and the CA Investors
party thereto, dated as of June 28, 1999, as amended or modified from time to
time.
"Maximum Certificate Invested Amount" shall mean $750,000,000 or such
-----------------------------------
other amount that the Transferor and the Certificate Agents may agree to in
writing from time to time.
"Minimum Collateral Invested Amount" shall mean, as of any date of
----------------------------------
determination, (i) if the Class A and Class B Invested Amount is greater than
zero, three percent
16
<PAGE>
of the largest Invested Amount on or prior to such date or any lesser amount
with the consent of Standard & Poor's and the Certificate Agents or (ii) if the
Class A and Class B Invested Amount is zero, zero.
"Minimum Transferor Interest" shall mean, with respect to any period,
---------------------------
4% of the average of the aggregate amount of Principal Receivables for such
period.
"Monthly Interest" shall mean, with respect to any Distribution Date,
----------------
the sum of the Class A Monthly Interest, the Class B Monthly Interest and the
Collateral Monthly Interest distributable in respect of the Series 1999-A
Certificates as calculated in accordance with Section 4.06.
"Monthly Period" shall have the meaning specified in the Agreement,
--------------
except that (i) the first Monthly Period with respect to the Series 1999-A
Certificates shall begin on and include the Closing Date and shall end on and
include June 30, 1999 and (ii) solely for purposes of calculating Class A
Monthly Interest, Class B Monthly Interest and Collateral Monthly Interest at
any time that such Monthly Interest is determined by reference to the
"Alternative Rate" (as defined in the Certificate Purchase Agreement), Monthly
Period shall mean each period commencing on a Distribution Date and ending on
the day immediately preceding the immediately succeeding Distribution Date.
"Monthly Principal" shall mean the monthly principal distributable in
-----------------
respect of the Series 1999-A Certificates as calculated in accordance with
Section 4.07 of the Agreement.
"Net Portfolio Yield" shall mean for the Series 1999-A 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 1999-A Certificates for
such Monthly Period to be calculated on a cash basis after subtracting an amount
equal to the Investor Default Amount for such Monthly Period, and the
denominator of which is the Average Invested Amount for such Monthly Period.
"Notice Date" shall have the meaning specified in Section 4.15.
-----------
"Partial Amortization" shall have the meaning specified in subsection
--------------------
4.07(b) of the Agreement.
"Partial Amortization Amount" shall have the meaning specified in
---------------------------
subsection 4.07(b) of the Agreement.
"Partial Amortization Payment Date" shall have the meaning specified
---------------------------------
in Section 4.09(f).
"Partial Amortization Period" shall mean the period beginning on the
---------------------------
date set forth in any notice of Partial Amortization delivered pursuant to
subsection 4.07(b) of the Agreement and ending on the earliest of (i) the date
on which the applicable Partial Amortization Amount shall have been paid in full
and (ii) the commencement of the Amortization Period.
17
<PAGE>
"Partial Amortization Principal" is defined in subsection 4.07(b) of
------------------------------
the Agreement.
"Pay Out Commencement Date" shall mean the earliest to occur of (i)
-------------------------
the date on which a Trust Pay Out Event is deemed to occur pursuant to Section
9.01 of the Agreement and (ii) the date on which a Series 1999-A Pay Out Event
is deemed to occur pursuant to Section 8 of this Series Supplement.
"Paying Agent" shall mean The Bank of New York.
------------
"Principal Shortfalls" shall mean, with respect to any Distribution
--------------------
Date during the Amortization Period, the amount, if any, by which the Invested
Amount exceeds Available Investor Principal Collections for such Distribution
Date.
"pro rata" shall mean with respect to each Class an allocation based
--- ----
upon Class A and Class B Outstanding Principal Balances and the Collateral
Outstanding Principal Balance.
"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 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 Collateral Principal Collections.
"Refinancing Amount" shall have the meaning specified in Section
------------------
4.17.
"Refinancing Date" shall have the meaning specified in Section 4.17.
----------------
"Refinancing Event" shall have the meaning specified in Section 4.17.
-----------------
"Related Commercial Paper" shall mean commercial paper issued by a
------------------------
Conduit Purchaser, that is allocated, in whole or in part, by the Certificate
Agent to acquire, or refinance the acquisition of, an interest in the Series
1999-A Certificates.
"Required Collateral Invested Amount" shall mean (a) initially,
-----------------------------------
$42,750,000 and (b) on any Transfer Date thereafter, 9.5% of the sum of the
Invested Amount on such Transfer Date, in each case after taking into account
payments to be made on the related Distribution Date; provided that (x) if
--------
either (i) there is a reduction in the Collateral Invested Amount
18
<PAGE>
pursuant to clause (d), (e) or (f) of the definition of such term or (ii) a Pay
Out Event with respect to the Investor Certificates has occurred, the Required
Collateral Invested Amount for any Transfer Date shall (subject to clauses (y)
and (z)) equal the Required Collateral Invested Amount for the Transfer Date
immediately preceding such reduction or Pay Out Event, (y) in no event shall the
Required Collateral Invested Amount exceed the sum of (i) the Class A
Outstanding Principal Balance and (ii) the Class B Outstanding Principal
Balance, each as of the last day of the Monthly Period preceding such Transfer
Date after taking into account the payments to be made on the related
Distribution Date and (z) the Required Collateral Invested Amount may be reduced
at the Transferor's option at any time to a lesser amount if the Certificate
Agents have given their prior written consent to such reduction; provided,
--------
however, that the Required Collateral Invested Amount shall not be less than the
- -------
Minimum Collateral Invested Amount.
"Reset Date" shall mean each of (a) an Addition Date, (b) a Removal
----------
Date, (c) a date on which a Certificate Principal Balance Increase occurs, (d) a
date on which all or a portion of a Partial Amortization Amount is remitted to
the Investor Certificateholders and (e) any date on which a Refinancing Event
occurs.
"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 Amortization
Period commences and (b) the Pay Out Commencement Date; provided that the
--------
Revolving Period shall be temporarily suspended for the duration of any Partial
Amortization Period.
"Scheduled Series 1999-A Termination Date" shall mean the January 2005
----------------------------------------
Distribution Date or such later date as may be established pursuant to Section
4.16.
"Series 1999-A" shall mean the Series of the First USA Credit Card
-------------
Master Trust represented by the Investor Certificates.
"Series 1999-A Certificateholder" shall mean the holder of record of
-------------------------------
any Series 1999-A Certificate.
"Series 1999-A Certificateholders' Interest" shall have the meaning
------------------------------------------
specified in Section 4.04 of the Agreement.
"Series 1999-A Certificates" shall have the meaning specified in
--------------------------
Section 1 of this Series Supplement.
"Series 1999-A Pay Out Event" shall have the meaning specified in
---------------------------
Section 8 of this Series Supplement.
"Series 1999-A 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 1999-A Termination Date.
19
<PAGE>
"Series Servicing Fee Percentage" shall mean 1.50% for so long as
-------------------------------
First USA is the Servicer or 2.00% if First USA is no longer the Servicer.
"Servicer Advance" shall have the meaning specified in Section 4.11.
----------------
"Specified Date" shall have the meaning set forth in Section 4.07(b).
--------------
"Subordinate Principal Collections" shall have the meaning set forth
---------------------------------
in subsection 4.05(b)(ii) of the Agreement.
"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 1999-A
-------------------------------
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 highest Invested
Amount outstanding at any time since the Closing Date. The deposit required in
connection with any such repurchase shall be equal to the Invested Amount plus
----
accrued and unpaid interest on the Series 1999-A Certificates to the
Distribution Date on which the repurchase occurs, plus any other amounts due on
----
the Series 1999-A Certificates pursuant to the Certificate Purchase Agreement.
SECTION 4. Delivery and Payment for the Series 1999-A Certificates. The
-------------------------------------------------------
Transferor shall execute and deliver the Class A Certificates and the Class B
Certificates to the Trustee for authentication in accordance with Section 6.01
of the Agreement. The Trustee shall deliver the Class A Certificates and the
Class B Certificates when authenticated in accordance with Section 6.02 of the
Agreement.
SECTION 5. Depositary; Form of Delivery of the Series 1999-A Certificates.
--------------------------------------------------------------
The Class A Certificates and the Class B Certificates shall be delivered as
Registered Certificates as provided in this Section 5.
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, Principal and Defeasance Accounts. The
-----------------------------------------------------
Trustee, for the benefit of the Series 1999-A 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, three segregated trust accounts (the "Finance Charge
--------------
Account," the "Principal Account" and the "Defeasance Account,"
----------------- ------------------
respectively), bearing a designation clearly indicating that the funds
therein are held for the benefit of the Series 1999-A Certificateholders.
The Trustee shall possess all right, title and interest in all
20
<PAGE>
funds on deposit from time to time in the Finance Charge Account, the
Principal Account and the Defeasance Account and in all proceeds thereof.
The Finance Charge Account, the Principal Account and the Defeasance
Account shall be under the sole dominion and control of the Trustee for the
benefit of the Series 1999-A 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, the
Principal Account and the Defeasance 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, the Finance
Charge Account and the Defeasance Account and that funds held therein shall
at all times be held in trust for the benefit of the Series 1999-A
Certificateholders.
(c) The Distribution Account. The Trustee, for the benefit of the
------------------------
Series 1999-A Certificateholders, shall cause to be established and
maintained in the name of the Trust, with an office or branch of a
Qualified Institution (other than the Transferor), which shall initially be
the Paying Agent, a non-interest bearing segregated account (the
"Distribution Account") bearing a designation clearly indicating that the
---------------------
funds deposited therein are held in trust for the benefit of the Series
1999-A 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 1999-A Certificateholders.
(d) Administration of the Finance Charge Account, Principal Account,
----------------------------------------------------------------
and Defeasance Account. Funds on deposit in the Principal Account, Finance
----------------------
Charge Account, and Defeasance Account shall at all times be invested in
Permitted Investments. Any such investment shall mature and such funds
shall be available for withdrawal on or prior to the Transfer Date
following the Record Date occurring in the Monthly Period in which such
funds were processed for collection. The Trustee shall maintain for the
benefit of the Investor Certificateholders possession of the negotiable
instruments or securities evidencing the Permitted Investments described in
clause (a) of the definition thereof from the time of purchase thereof
until the time of sale or maturity provided, that no such investment shall
--------
be disposed of prior to its maturity date. At the end of each month, all
interest and earnings (net of losses and investment expenses) on funds on
deposit in (i) the Principal Account, Finance Charge Account and Defeasance
Account shall be deposited by the Trustee in a separate deposit account
with a Qualified Institution in the name of the Servicer, or a Person
designated in writing by the Servicer, which shall not constitute a part of
the Trust, or shall otherwise be turned over by the Trustee to the Servicer
not less frequently than monthly, and (ii) the Defeasance Account shall be
deposited by the Trustee to the Finance Charge Account and such amounts
shall be treated as Collections of Finance Charge Receivables allocable to
Series 1999-B. Subject to the restrictions set forth above, the Servicer,
or a Person designated in writing by the Servicer, of which the Trustee
shall have received written notification thereof, shall have the authority
to instruct the Trustee with respect to the investment of funds on deposit
in the Principal Account, Finance Charge Account and Defeasance Account.
For purposes of determining the availability of funds or the balances in
the Finance Charge Account
21
<PAGE>
and Principal Account for any reason under this Agreement, all investment
earnings on such funds shall be deemed not to be available or on deposit."
(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 1999-A Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.04. Rights of Certificateholders and the Collateral Interest
--------------------------------------------------------
Holder. 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,
and the Distribution Account (for such Series, the "Series 1999-A
-------------
Certificateholders' Interest"). The Collateral Interest 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 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 or the Distribution Account allocable to the
Series 1999-A 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 1999-A 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, and
(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 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
22
<PAGE>
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 1999-A 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 $0 to be applied as Collections of Finance
Charge Receivables allocated to the Series 1999-A 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 1999-A 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 1999-A 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 for such Monthly Period
available on the related Transfer Date in accordance with subsection
4.05(f) of the Agreement; provided, however, that the amount to be paid to
-------- -------
the Transferor pursuant to this subsection 4.05(b)(ii) of the Agreement on
any Date of Processing shall be paid only if the Transferor Interest on
such Date of Processing is greater than the Minimum Transferor Interest
(after giving effect to all Principal Receivables transferred to the Trust
on such Date of Processing and after giving effect to Collections of
Principal Receivables on such Date of Processing) and otherwise shall be
deposited in the Collection Account and applied in accordance with
subsection 4.03(f) of the Agreement; provided, further, however, that on
-------- ------- -------
and after the Calculation Date if the amounts previously deposited in the
Finance Charge Account with respect to the current Monthly Period pursuant
to subsection 4.05(b)(i) of the Agreement are less than the Monthly
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 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 any Partial Amortization Period. During
--------------------------------------------------------
any Partial Amortization Period, the Servicer shall, prior to the close of
business on each Date of Processing, allocate the following amounts as set forth
below:
23
<PAGE>
(i) Allocate to the Series 1999-A 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 1999-A 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 difference between the Partial Amortization
Amount for such Partial Amortization Period and the total amount of Partial
Amortization Principal previously paid for such Partial Amortization Period
to the Class A Certificateholders and Class B Certificateholders and the
Collateral Interest Holder has been deposited into the Collection Account
and allocated to the Series 1999-A Certificateholders, the amount
determined in accordance with this subparagraph (ii) shall be paid to the
Holder of the Exchangeable Transferor Certificate only if the Transferor
Interest on such Date of Processing is greater than the Minimum Transferor
Interest (after giving effect to all Principal Receivables transferred to
the Trust on such day) and otherwise shall be deposited in the Collection
Account and applied in accordance with subsection 4.03(f) of the Agreement.
(d) Daily Allocations During the Amortization Period. During the
------------------------------------------------
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 1999-A 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 1999-A 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 1999-A Certificateholders,
the amount determined in accordance with this subparagraph (ii) shall be
paid to the Holder of the Exchangeable Transferor Certificate only if the
Transferor Interest on such Date of Processing is greater than the Minimum
Transferor Interest (after giving effect to all Principal Receivables
transferred to the Trust on such day) and otherwise shall be deposited in
the Collection Account and applied in accordance with subsection 4.03(f) of
the Agreement.
(e) Daily Deposits. Notwithstanding the foregoing, the Servicer
--------------
need not make daily deposits of Collections into the Collection Account at any
time when the requirements of the third paragraph of subsection 4.03(a) of the
Agreement are satisfied.
24
<PAGE>
(f) Monthly Allocations During the Revolving Period, Partial
--------------------------------------------------------
Amortization Period and Amortization 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 1999-A
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-
a) through (iv), 4.09(b)(i) through (iii), 4.09(c)(i) and 4.13(a) through (l) 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, as Transferor or Servicer, pursuant to this Agreement, need not be
so deposited but shall be deemed to have been so deposited and, as and when
specified in the subsections identified above, be deemed to have been paid to
First USA, pursuant to such subsections. During the Revolving Period, the
Partial Amortization Period and the Amortization Period, the Transferor shall,
on each Transfer Date, deposit in the Principal Account an amount equal to 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), 4.05(c)(ii) or 4.05(d)(ii) of the Agreement with respect to the
Revolving Period, the Partial Amortization Period and the Amortization Period,
respectively, 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 Amortization Period or any Partial Amortization
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.
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 1999-A. 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 1999-A
-------------------------------------------------------
Certificates. (a) The amount of 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 Class A Monthly Interest.
(b) The amount of 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 Class B Monthly Interest.
25
<PAGE>
(c) [Reserved]
(d) The amount of monthly interest (for the Collateral Interest, the
"Collateral Monthly Interest") distributable from the Distribution Account
- ----------------------------
with respect to the Collateral Invested Amount on any Distribution Date
shall be an amount equal to the Collateral Monthly Interest.
SECTION 4.07. Determination of Monthly Principal. (a)
----------------------------------
Amortization Period.
- -------------------
(i) 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 Amortization Period begins
shall be equal to the lesser of (i) the Available Investor Principal
Collections on deposit in the Principal Account with respect to such
Transfer Date, and (ii) the Class A Invested Amount on such Transfer Date.
(ii) 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 in the month following the month in which the Amortization Period
begins shall be equal to the lesser 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) and
(ii) the Class B Invested Amount on such Transfer Date.
(iii) The amount of monthly principal (the "Collateral Monthly
------------------
Principal") distributable from the Principal Account with respect to the
---------
Collateral Interest on each Transfer Date shall be (A) if any reduction of
the Required Collateral Invested Amount has occurred pursuant to clause (z)
of the proviso in the definition thereof, an amount equal to the lesser of
(1) the excess, if any, of the Collateral Invested Amount (after taking
into account any adjustments to be made on such Transfer Date pursuant to
Sections 4.12 and 4.15) over the Required Collateral Invested Amount on
such Transfer Date, and (2) the Available Investor Principal Collections on
such Transfer Date or (B) at all times during the Amortization Period, an
amount equal to the lesser of (1) the excess, if any, of the Collateral
Invested Amount (after taking into account any adjustments to be made on
such Transfer Date pursuant to Sections 4.12 and 4.15) over the Required
Collateral Invested Amount on such Transfer Date and (2) the excess, if
any, of (aa) the Available Investor Principal Collections on such Transfer
Date over (bb) the sum of the Class A Monthly Principal and the Class B
Monthly Principal for such Transfer Date.
(b) Partial Amortization Period. Subject to the terms and conditions
---------------------------
of the Agreement, this Series Supplement, the Certificate Purchase Agreement,
and the Loan Agreement, the Transferor may elect at any time prior to the
commencement of the Amortization Period, to decrease each of the Class A
Invested Amount, Class B Invested Amount and the Collateral Invested Amount, pro
---
rata, until the Collateral Invested Amount is reduced as a result
- ----
26
<PAGE>
of such distribution to the Minimum Collateral Invested Amount, then first, to
the Class A Certificateholders until the Class A Invested Amount is reduced to
zero, second, to the Class B Certificateholders until the Class B Invested
Amount is reduced to zero and third, to the Collateral Interest Holder until the
Collateral Invested Amount is reduced to zero (any such decrease shall be
referred to herein as a "Partial Amortization") and to temporarily suspend the
--------------------
Revolving Period by giving to each of the Trustee and the Certificate Agents a
written notice of Partial Amortization substantially in the form of Exhibit C,
---------
specifying (i) the aggregate amount of the decrease to each of the Class A
Invested Amount, Class B Invested Amount, and the Collateral Invested Amount
(the "Partial Amortization Amount") to be made in connection with such Partial
---------------------------
Amortization, which Partial Amortization Amount shall be in a minimum amount of
$10,000,000 or an integral multiple of $1,000,000 in excess of that amount and
(ii) the Business Day on which reductions of each of the Class A Invested
Amount, Class B Invested Amount, and the Collateral Invested Amount in
connection with such Partial Amortization are scheduled to begin (the "Specified
---------
Date"). Such notice shall be effective only if received by each of the Trustee
- ----
and the Certificate Agents at least 4 Business Days prior to the Specified Date.
The amount of principal ("Partial Amortization Principal") payable with respect
------------------------------
to each of the Class A Invested Amount, Class B Invested Amount, and the
Collateral Invested Amount on any Partial Amortization Payment Date during a
Partial Amortization Period shall be equal to the lesser of (i) the Available
Investor Principal Collections on deposit in the Principal Account for such
Partial Amortization Payment Date plus, with the consent of the CP Agent, Excess
----
Principal Collections as permitted in this Supplement plus with the prior
----
written consent of the Collateral Interest Agent, Excess Principal Collections
from other Series as permitted in this Supplement and (ii) the aggregate Partial
Amortization Amount remaining outstanding on such Partial Amortization Payment
Date, provided that after giving effect to such payment, the Collateral Invested
--------
Amount shall not be reduced below the Minimum Collateral Invested Amount until
the Class A and Class B Invested Amount is reduced to zero. By written notice
to the Trustee, the Servicer, the Certificate Agents and the Collateral Interest
Holder at least two Business Days prior to any Partial Amortization Payment Date
during a Partial Amortization Period, the Transferor may elect to reduce the
outstanding Partial Amortization Amount by the amount specified in such notice;
subject, however, to the requirement that after giving effect to such election
- ------- -------
the aggregate Partial Amortization Principal distributed or to be distributed in
respect of such Partial Amortization Period to reduce each of the Class A
Invested Amount, Class B Invested Amount, and the Collateral Invested Amount
shall equal $10,000,000 or an integral multiple of $1,000,000 in excess of that
amount.
SECTION 4.08. Coverage of Required Amount for the Investor
--------------------------------------------
Certificates. (a) 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) if First USA is no longer the Servicer, the
Class A Monthly Servicing Fee for the related Distribution Date and (iv) the
Class A Investor Default Amount, if any, for such Distribution Date exceeds the
Class A Available Funds for the related Monthly Period.
(b) 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
27
<PAGE>
Interest previously due but not paid to the Class B Certificateholders on a
prior Distribution Date and (iii) if First USA 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.
(c) 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 Collateral Interest
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 Collateral Interest (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. Priority of 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-a) an amount equal to any unreimbursed Servicer Advances with
respect to Class A Monthly Interest shall be paid to the Servicer;
(i) an amount equal to the Class A Monthly Interest for such
Distribution Date (less the amount of any Servicer Advance with respect to
----
Class A Monthly Interest or any funds advanced from the Finance Charge
Account pursuant to Section 4.11 on the immediately preceding Interest
Payment Date or during the preceding Monthly Period) shall be deposited by
the Servicer or the Trustee into the Distribution Account;
(ii) if First USA 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;
28
<PAGE>
(iii) an amount equal to the aggregate Class A Investor Default
Amount, if any, for such Distribution Date shall be (A) distributed to the
Holder of the Exchangeable Transferor Certificate on Distribution Dates
with respect to the Revolving Period, but not exceeding the Transferor
Interest (determined as of such Distribution Date after giving effect to
any Principal Receivables transferred to the Trust during the Monthly
Period relating to such Distribution Date, any such amount in excess of the
Transferor Interest to be treated as Unallocated Principal Collections) and
(B) deposited in the Principal Account and treated as a portion of
Available Investor Principal Collections for Distribution Dates with
respect to the Amortization Period or Partial Amortization Period;
(iv) an amount equal to any Class A Increase Cost Amount, up to
the Class A Increase Cost Amount Cap for such Transfer Date shall be held
in the Finance Charge Account, invested overnight in Permitted Investments
and paid to the CPA Agent on the related Distribution Date in accordance
with the Certificate Purchase Agreement; and
(v) 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-a) an amount equal to any unreimbursed Servicer Advances with
respect to Class A Monthly Interest shall be paid to the Servicer;
(i) an amount equal to the Class B Monthly Interest for such
Distribution Date (less the amount of any Servicer Advance with respect to
----
Class B Monthly Interest or any funds advanced from the Finance Charge
Account pursuant to Section 4.11 on the immediately preceding Interest
Payment Date or during the preceding Monthly Period) shall be deposited by
the Servicer or the Trustee into the Distribution Account;
(ii) if First USA 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;
(iii) an amount equal to any Class B Increase Cost Amount, up to
the Class B Increase Cost Amount Cap for such Transfer Date shall be held
in the Finance Charge Account, invested overnight in Permitted Investments
and paid to the CPA Agent on the related Distribution Date in accordance
with the applicable Certificate Purchase Agreement, 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.
29
<PAGE>
(c) On the Transfer Date preceding each Distribution Date, an amount
equal to the 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 is no longer the Servicer, an amount equal to
the 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, 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) with
respect to such Transfer Date shall be paid to the Holder of the Exchangeable
Transferor Certificate only if the Transferor Interest on the related Date of
Processing is greater than the Minimum Transferor Interest (after giving effect
to the inclusion in the Trust of all Receivables created on or prior to such
Transfer Date and after giving effect to Collections of Principal Receivables on
such Transfer Date) and otherwise shall be considered as Unallocated Principal
Collections and deposited into the Principal Account in accordance with
subsection 4.03(f) of the Agreement.
(e) On each Transfer Date, during the 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 plus the other amounts set forth below in the following
----
priority:
(i) an amount equal to the Class A Monthly Principal for such
Transfer Date plus, Excess Principal Collections from other Series up to
----
the excess of the Class A Invested Amount over Class A Monthly Principal
for the related Distribution Date, plus, Unallocated Principal Collections
----
allocated to the Investor Certificates in accordance with subsection
4.03(f) of the Agreement, to the extent available, shall be deposited into
the Distribution Account;
(ii) after giving effect to the distribution referred to in clause
(i) above, an amount equal to the Class B Monthly Principal plus, Excess
----
Principal Collections from other Series up to the excess of the Class B
Invested Amount over Class B Monthly Principal for the related Distribution
Date, plus, Unallocated Principal Collections allocated to the Investor
----
Certificates in accordance with subsection 4.03(f) of the Agreement, to the
extent available, shall be 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 Collateral Monthly Principal
plus, Excess Principal Collections from other Series up to the excess of the
- ----
Collateral Invested Amount over
30
<PAGE>
Collateral Monthly Principal for the related Distribution Date, plus,
----
Unallocated Principal Collections allocated to the Investor Certificates in
accordance with subsection 4.03(f) of the Agreement, to the extent available,
shall be held in the Principal Account, invested overnight and distributed to
the Collateral Interest Holder on the related Distribution Date in accordance
with subsection 5.01(c);
(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 1999-A; and
(v) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections over (B) the applications specified in
subsection 4.09(e)(i) through (iv) above shall be paid to the Holder of the
Exchangeable Transferor Certificate; provided, however, that the amount to
-------- -------
be paid to the Holder of the Exchangeable Transferor Certificate pursuant
to this subsection 4.09(e)(v) with respect to such Transfer Date shall be
paid to the Holder of the Exchangeable Transferor Certificate only if the
Transferor Interest on the related Date of Processing is greater than the
Minimum Transferor Interest (after giving effect to the inclusion in the
Trust of all Receivables created on or prior to such Transfer Date and the
application of payments referred to in subsection 4.03(b) of the Agreement)
and otherwise shall be considered as Unallocated Principal Collections and
deposited into the Principal Account in accordance with subsection 4.03(f)
of the Agreement; provided, further, that in no event shall the amount
-------- -------
payable to the Holder of the Exchangeable Transferor Certificate pursuant
to this subsection 4.09(e)(v) be greater than the Transferor Interest on
such Transfer Date.
(f) During the Partial Amortization Period, (i) an amount equal to the
Available Investor Principal Collections for the related Monthly Period plus,
----
(ii) with the prior written consent of the Collateral Interest Agent, Excess
Principal Collections from other Series up to the excess of the Partial
Amortization Amount then outstanding over Available Investor Principal
Collections for the related Distribution Date, will be distributed on each
Transfer Date, beginning with the Transfer Date in the month in which the
Partial Amortization Period begins, to the extent available, in the following
priority:
(i) an amount not to exceed the Partial Amortization Principal
for such Transfer Date shall be deposited into the Distribution Account (or
in the case of the Collateral Invested Amount, held in the Principal
Account, invested overnight and distributed to the Collateral Interest
Holder on the related Distribution Date in accordance with the Loan
Agreement) for distribution (A) to the Class A Certificateholders, the
Class B Certificateholders and the Collateral Interest Holder, pro rata,
--- ----
until the Collateral Invested Amount is reduced as a result of such
distribution to the Minimum Collateral Invested Amount, then (B) first, to
-----
the Class A Certificateholders until the Class A Invested Amount is
reduced to zero, second, to the Class B Certificateholders until the
------
Class B
31
<PAGE>
Invested Amount is reduced to zero and third, to the Collateral Interest
-----
Holder until the Collateral Invested Amount is reduced to zero;
(ii) 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(f)(i) 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 1999-A; and
(iii) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections over (B) the applications specified in
subsection 4.09(f)(i) and 4.09(f)(ii) shall be paid to the Transferor;
provided that the amount to be paid to the Transferor pursuant to this
subsection 4.09(f)(iii) with respect to such Transfer Date shall be paid to
the Transferor only to the extent that the Transferor Interest on such
Transfer Date is greater than the Minimum Transferor Interest (after giving
effect to the inclusion in the Trust of all Receivables created on or prior
to such Transfer Date and the application of payments referred to in
subsection 4.03(b)) 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(f)(iii) be greater than the Transferor Interest on such Transfer Date;
provided, however, that in lieu of making such deposit into the Distribution
- -------- -------
Account, to the extent of available funds in the Principal Account, on any
Business Day (a "Partial Amortization Payment Date") during any Monthly Period,
---------------------------------
the Servicer may instruct the Trustee in writing to remit amounts to (A) the
Class A Certificateholders, the Class B Certificateholders and the Collateral
Interest Holder, pro rata, until the Collateral Invested Amount is reduced as a
--- ----
result of such distribution to the Minimum Collateral Invested Amount, then (B)
first, to the Class A Certificateholders until the Class A Invested Amount is
- -----
reduced to zero, second, to the Class B Certificateholders until the Class B
------
Invested Amount is reduced to zero and third, to the Collateral Interest Holder
-----
until the Collateral Invested Amount is reduced to zero, in an aggregate amount
not to exceed the Partial Amortization Amount then unpaid.
(g) On the first Distribution Date with respect to the Amortization
Period 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(e)
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;
32
<PAGE>
(ii) for each Distribution Date, after giving effect to the
distributions referred to in clause (i) above, an amount equal to the
lesser of such amount on deposit in the Distribution Account and the Class
B Invested Amount shall be paid to the Class B Certificateholders.
(h) On each Distribution Date or any other Business Day (as directed
by the Servicer) with respect to a Partial Amortization Period, the Trustee,
acting in accordance with instructions from Servicer, shall pay in accordance
with Section 5.01 from the Distribution Account the amount so deposited into the
Distribution Account pursuant to subsection 4.09(f) on the related Transfer Date
(to the extent not previously paid pursuant to the proviso of subsection
4.09(f)) an amount not to exceed the Partial Amortization Principal less the
amount held in the Principal Account for distribution to the Collateral Interest
Holder pursuant to subsection 4.09(f)(i) for such Distribution Date or any other
Business Day (as directed by the Servicer) shall be paid to the Class A
Certificateholder and the Class B Certificateholder, pro rata.
--- ----
SECTION 4.10. Payment of Class A Certificate and Class B Certificate
------------------------------------------------------
Interest. On each Distribution Date and Interest Payment Date, the Paying Agent
- --------
shall pay in accordance with Section 5.01 of the Agreement (i) to the Class A
Certificateholders from the Distribution Account the respective amounts owing to
such Class and deposited into the Distribution Account pursuant to subsections
4.09(a)(i), 4.09(e)(i), 4.09(f)(i), 4.13(a), 4.14(a)(i), 4.14(b)(i) and 4.17 of
the Agreement on the related Transfer Date for such Distribution Date and
Interest Payment Date, as applicable and (ii) to the Class B Certificateholders
from the Distribution Account the respective amounts owing to such class and
deposited into the Distribution Account pursuant to subsections 4.09(b)(i),
4.09(e)(ii), 4.09(f)(i), 4.13(c), 4.14(a)(i)(y) and 4.17 of the Agreement on the
related Transfer Date.
SECTION 4.11. Servicer Advances.
-----------------
In the event that, on any Interest Payment Date or any other date
after giving effect to payments to be made on such date pursuant to Section
5.01, a Conduit Purchaser does not have sufficient funds to pay the interest
component of Related Commercial Paper and the dealer fees and commissions due
and payable on such day, the Servicer shall make an advance to the extent that
the Servicer deems such advance recoverable from Finance Charge Collections
pursuant to subsections 4.09(a)(i-a), 4.09(b)(a-i), 4.13(f) and 4.17 hereof in
an amount equal to such deficiency (a "Servicer Advance"), provided, however,
---------------- -------- -------
that the Servicer shall not be obligated to make a remittance as provided in
this Section 4.11 if the related Certificate Agent notifies the Servicer that
the amount with respect to such amount otherwise payable by the Servicer
pursuant to this Section 4.11 will be obtained by such Conduit Purchaser from
the proceeds of Related Commercial Paper issued on such day or from funds
obtained from the related liquidity provider on such day. Amounts required to
be remitted to such Conduit Purchaser pursuant to this Section 4.11 shall be
remitted in immediately available funds to the related Certificate Agent no
later than 12:00 noon, New York City time, on the date due; provided, however
-------- -------
that in lieu of such direct payment by the Servicer, to the extent of available
funds, the Servicer may instruct the Trustee in writing to remit such amounts
from the Investor Percentage of Collections in respect of Finance Charge
Receivables on deposit in the Finance Charge Account, any such payment to be
netted from amounts to be paid pursuant to subsection 4.09(a)(i). The Servicer
shall record in its books and records such withdrawal and the
33
<PAGE>
application of Collections of Finance Charge Receivables and net such amounts so
applied from the amounts due under subsection 4.09(a)(i), 4.09(b)(i) or 4.13(f),
whichever is appropriate, hereof on the Transfer Date for such Collection
Period.
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 Collateral Invested Amount
will be reduced by the amount of such excess, but not more than the Collateral
Invested Amount for such Distribution Date. In the event that, but for the
limitation on the amount of such reduction in the preceding sentence, such
reduction would cause the Collateral Invested Amount to be a negative number,
the Collateral Invested Amount will be reduced to zero, and the Class B Invested
Amount will be reduced by the amount by which the Collateral Invested Amount
would have been reduced below zero. In the event that such reduction would cause
the Class B Invested Amount to be a negative number, the Class B Invested Amount
will be reduced to zero, and the Class A Invested Amount will be reduced, pro
---
rata, 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-
Off, 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 Collateral Invested Amount (after giving effect to any
adjustments with respect thereto as described in the preceding paragraph) will
be reduced by the amount of such excess but not more than the Collateral
Invested Amount for such Distribution Date. In the event that, but for the
limitation on the amount of such reduction in the preceding sentence, such
reduction would cause the Collateral Invested Amount to be a negative number,
the Collateral Invested Amount shall be reduced to zero and the Class B Invested
Amount shall be reduced by the amount by which the Collateral Invested Amount
would have been reduced below zero, but not more than the Class B Investor
Default Amount for such Distribution Date (a "Class B Investor Charge-Off").
---------------------------
The Class B Invested Amount will also be reduced by the amount of Reallocated
Class B Principal Collections in excess of the Collateral Invested Amount
pursuant to Section 4.14 of the Agreement and the amount of any portion of the
Class B Invested Amount allocated to the Class A Certificates to avoid a
reduction in the Class A Invested Amount pursuant to subsection 4.12(a) of the
Agreement. The Class B Invested Amount will thereafter be reimbursed (but not 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.
34
<PAGE>
(c) On each Distribution Date, the Servicer shall calculate the
Collateral Investor Default Amount. If on any Distribution Date, the Collateral
Investor Default Amount for such Distribution Date exceeds the sum of the amount
of Excess Finance Charge Collections which are allocated and available to fund
such amount pursuant to subsection 4.13(h) of the Agreement, the Collateral
Invested Amount (after giving effect to any adjustments with respect thereto as
described in the preceding paragraphs) will be reduced by the amount of such
excess but not more than the Collateral Invested Amount for such Distribution
Date (a "Collateral Investor Charge-Off"). The Collateral Invested Amount will
------------------------------
also be reduced by the amount of Reallocated Principal Collections pursuant to
Section 4.14 of the Agreement and the amount of any portion of the Collateral
Invested Amount allocated to the Class A Certificates or the Class B
Certificates to avoid a reduction in the Class A Invested Amount, pursuant to
subsection 4.12(a) of the Agreement, or the Class B Invested Amount, pursuant to
subsection 4.12(b) of the Agreement, respectively. The Collateral Invested
Amount will thereafter be reimbursed (but not by an amount in excess of the
unpaid principal balance of the Collateral Invested 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 1999-A
-------------------------------------------------------
Certificates. On each Transfer Date, the Servicer will apply or cause the
- ------------
Trustee to apply Excess Finance Charge Collections with respect to the related
Monthly Period, to make the following distributions in the following priority:
(a) an amount equal to the Class A Required Amount, if any, with
respect to the related Monthly Period will be used to fund the Class A Required
Amount and be applied in accordance with subsection 4.09(a) of the Agreement;
(b) an amount equal to the aggregate amount of Class A Investor
Charge-Offs, which have not been previously reimbursed (after giving effect to
the allocation with respect to the related Distribution Date of certain other
amounts applied for that purpose) will be distributed to the Holder of the
Exchangeable Transferor Certificate on Transfer Dates with respect to the
Revolving Period, but not exceeding the Transferor Interest in Principal
Receivables on such day (after giving effect to any new Principal Receivables
transferred to the Trust on such day) and on Transfer Dates with respect to the
Amortization Period or any Partial 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 Class B Monthly Interest with respect to the
related Monthly Period but which has not been previously 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
35
<PAGE>
Receivables transferred to the Trust on such day)), and on Transfer Dates with
respect to the Amortization Period or any Partial 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 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 or any Partial 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) first, an amount equal to any unreimbursed Servicer Advances
-----
with respect to Collateral Monthly Interest shall be paid to the Servicer, and
second, an amount equal to the Collateral Monthly Interest (less the amount of
- ------
any Servicer Advance with respect to Collateral Monthly Interest or any funds
advanced from the Finance Charge Account pursuant to Section 4.11 on the
immediately preceding Interest Payment Date or the preceding Monthly Period) for
such Transfer Date, plus the amount of any Collateral Monthly Interest
----
previously due but not paid to the Collateral Interest Holder on a prior
Transfer Date will be paid to the Collateral Interest Holder in accordance with
subsection 5.01(c) of the Agreement;
(g) an amount equal to the Unpaid Investor Monthly Servicing Fee, with
respect to the related Distribution Date, will be paid to the Servicer;
(h) an amount equal to the aggregate 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 or any Partial 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 Collateral
Invested Amount has been reduced below the Required Collateral Invested Amount
for reasons other than the payment of principal to the Collateral Interest
Holder (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 or any Partial Amortization Period will be
deposited in the Principal Account and treated as a portion of Available
Investor Principal Collections for the related Distribution Date;
36
<PAGE>
(j) an amount equal to the Class A Increase Cost Amounts for such
Transfer Date remaining unpaid after the application of Class A Available Funds
pursuant to subsection 4.09(a)(iv) on such Transfer Date shall be held in the
Finance Charge Account, invested overnight in Permitted Investments and paid to
the CPA Agent on the related Distribution Date in accordance with the applicable
Certificate Purchase Agreement;
(k) an amount equal to the Class B Increase Cost Amount for such
Transfer Date remaining unpaid after the application of Class B Available Funds
pursuant to subsection 4.09(b)(iii) on such Transfer Date shall be held in the
Finance Charge Account, invested overnight in Permitted Investment and paid to
the CPA Agent on the related Distribution Date in accordance with the
Certificate Purchase Agreement;
(l) an amount equal to the aggregate of any other amounts then
required to be applied pursuant to the Loan Agreement, including, without
limitation, any Collateral Increase Cost Amount, shall be paid to the Collateral
Interest Holder in accordance with the Loan Agreement; and
(m) the balance to the Holder of the Exchangeable Transferor
Certificates.
SECTION 4.14. Reallocated Principal Collections for the Series 1999-A
-------------------------------------------------------
Certificates.
- ------------
(a) On each Distribution Date, the Servicer will apply or cause the
Trustee to apply an amount, not to exceed the Collateral Invested Amount, equal
to the product of (a)(i) during the Revolving Period, the Collateral Floating
Allocation Percentage or (ii) during an Amortization Period or any Partial
Amortization Period, the 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 Collateral Principal
--------------------------------
Collections"):
- -----------
(i) an amount equal to the sum of (x) the excess, if any, of the
Class A Required Amount with respect to such related Monthly Period over
the amount of Excess Finance Charge Collections with respect to such
related Monthly Period and (y) the Class B Required Amount with respect to
the related Monthly Period which amount shall be applied in priority first
pursuant to subsections 4.09(a)(i) through (iii) of the Agreement and then
pursuant to subsections 4.09(b)(i) and (ii) and 4.13(c) and (d) of the
Agreement; and
(ii) any such collections not applied in the foregoing manner (and
therefore not constituting Reallocated 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 or any Partial
Amortization Period, the Class B Fixed/Floating Allocation Percentage and (b)
the amount of Collections of Principal Receivables with respect to the related
37
<PAGE>
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 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 Collateral Invested Amount shall be
reduced by the amount of Reallocated 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 Collateral Invested Amount to
be a negative number, the Collateral Invested Amount shall be reduced to zero
and the Class B Invested Amount shall be reduced by the amount by which the
Collateral Invested Amount would have been reduced below zero. In the event
that the reallocation of Collections of Principal Receivables would cause the
Class B Invested Amount to be a negative number on any Distribution Date,
Collections of Principal Receivables 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. Certificate Principal Balance Increases.
---------------------------------------
(a) Subject to the satisfaction of the Increase Conditions, and
subject to the terms and conditions of this Series Supplement, the Agreement,
the Certificate Purchase Agreement and the Loan Agreement, the Transferor, may,
during the Revolving Period, request to increase (i) the outstanding principal
balance of the Class A Certificates and Class B Certificates, pro rata, and
--- ----
(ii) the Collateral Invested Amount, to an amount not to exceed the Maximum
Certificate Invested Amount (any such increase being referred to herein as a
"Class A Certificate Principal Balance Increase," a "Class B Certificate
---------------------------------------------- -------------------
Principal Balance Increase" and a "Collateral Principal Balance Increase,"
- -------------------------- -------------------------------------
respectively, and collectively, a "Certificate Principal Balance Increase").
--------------------------------------
With respect to such Certificate Principal Balance Increase, the Collateral
Interest shall be increased to an amount equal to or exceeding the Required
Collateral Invested Amount after giving effect to such Certificate Principal
Balance Increase. On any Business Day (the "Notice Date") at no later than 5:00
-----------
p.m. (New York City time), the Transferor shall deliver to each of the Trustee,
the Certificate Agents and the Collateral Interest Holder an irrevocable (unless
waived by the Certificate Agents and the Collateral Interest Holder) written
request therefor substantially in the form of Exhibit E, specifying (i) the
---------
aggregate amount of the requested Class A Principal Balance Increase, Class B
Principal Balance Increase and the Collateral Principal Balance Increase, (ii)
the Business Day on which such Certificate Principal Balance Increase is to
occur (an "Increase Date"), which shall in any event be no sooner than two
-------------
Business Days after receipt by the Certificate Agents of such request, and (iii)
the payment
38
<PAGE>
instructions for remittance of the proceeds of such requested Certificate
Principal Balance Increase. The proceeds of such Certificate Principal Balance
Increase shall be remitted to the Transferor in accordance with such payment
instructions.
(b) On the Increase Date for such Certificate Principal Balance
Increase, after satisfaction of (i) the Increase Conditions and (ii) such
further conditions as set forth in the Certificate Purchase Agreement, the
Series 1999-A Certificateholders shall remit the amount of such Certificate
Principal Balance Increase, to the extent they have otherwise agreed or
committed to fund such Certificate Principal Balance Increase, no later than
2:00 p.m. (New York City time) in immediately available funds in accordance with
the payment instructions specified in the request with respect to such
Certificate Principal Balance Increase, and upon such remittance the aggregate
outstanding principal balance of the Series 1999-A Certificates shall be
increased by the amount of such remittance. Concurrently with the making of such
Certificate Principal Balance Increase, the Transferor, the Certificate Agents
shall deliver to the Trustee a Certificate Principal Balance Increase
Confirmation in substantially the form of Exhibit F, specifying the amount of
---------
such Certificate Principal Balance Increase, and the Trustee shall
promptly annotate the Series 1999-A Certificate Register accordingly.
SECTION 4.16. Extension of the Revolving Period. Not less than 30
---------------------------------
days prior to the end of the Revolving Period (as the same may have been
previously extended pursuant to this Section 4.16), the Transferor may, by
written notice to the Trustee and the Certificate Agents (an "Extension
---------
Notice"), elect to extend the Revolving Period for the number of months stated
- ------
in such notice. Such extension shall be effective only if (determined without
regard to such proposed extension), the Transferor shall have obtained not less
than 15 days prior to the end of the Revolving Period (without giving effect to
the proposed extension), and delivered to (a) the Trustee, (b) the Certificate
Agents and (c) the Rating Agencies, immediately following the receipt thereof
the prior written consent to such extension of the Certificate Agents. Upon the
effectiveness of any such extension, the Scheduled Series 1999-A Termination
Date (as the same may have been previously extended pursuant to this Section
4.16) shall be delayed by the same number of months as such extension of the
Revolving Period.
SECTION 4.17. Refinanced Optional Amortization. (a) On any
--------------------------------
Business Day in the Revolving Period, the Amortization Period, or any Partial
Amortization Period, the Transferor may, without the consent of the Series 1999-
A Certificateholders, cause the Servicer to provide notice to the Trustee and
all of the Series 1999-A Certificateholders at least four Business Days prior to
any Business Day designated in such notice (the "Refinancing Date") stating its
----------------
intention to cause the Investor Certificates to be prepaid in full or in part on
the Refinancing Date (a "Refinancing Event") by (i) causing the Invested Amount
-----------------
(or the portion thereof that is being refinanced) to be conveyed to one or more
Persons (who shall be the holders of a new Series issued substantially
contemporaneously with such prepayment) for a cash purchase price in an amount
equal to the Invested Amount (or the portion thereof that is being refinanced),
and (ii) distributing from the Finance Charge Account, an amount equal to (A)
accrued and unpaid interest on the Invested Amount (or the portion thereof that
is being conveyed) to, but not including the Refinancing Date, plus (B) all
----
other amounts due and owing under the Certificate Purchase Agreement and the
Loan Agreement (together with the amount set forth in clause (i) above, the
"Refinancing Amount").
- -------------------
39
<PAGE>
(b) On the Refinancing Date the Transferor shall cause to be deposited
(i) from the proceeds of the issuance of one or more new Series (as set forth in
subsection 4.17(a)(i)) and (ii) from the Finance Charge Account, into the
Defeasance Account an amount equal to the amount set forth in subsection
4.17(a)(ii). For the purposes of calculating the Class A, Class B and Collateral
Invested Amounts, the deposit into the Defeasance Account of the amount set
forth in the immediately preceding sentence shall be deemed to be a payment to
the Series 1999-B Certificateholders.
(c) On the Refinancing Date, the Trustee shall withdraw all amounts on
deposit in the Defeasance Account pursuant to clause (b), and shall deposit such
amounts into the Distribution Account for distribution.
(d) On the Refinancing Date, the Paying Agent shall pay in accordance
with Section 5.01 of the Agreement to:
(i) the Class A Certificateholders, an amount equal to (A) the Class
A Principal Refinancing Amount, (B) accrued interest on the
Class A Certificates to but excluding the Refinancing Date as
calculated in the Certificate Purchase Agreement and (C) all
other amounts due to and owing under the Certificate Purchase
Agreement and allocable to the Class A Certificates;
(ii) the Class B Certificateholders, an amount equal to (A) the Class
B Principal Refinancing Amount, (B) accrued interest on the
Class B Certificates to but excluding the Refinancing Date as
calculated in the Certificate Purchase Agreement and (C) all
other amounts due to and owing under the Certificate Purchase
Agreement and allocable to the Class B Certificates; and
(iii) the Collateral Interest Holder, an amount equal to (A) the
Collateral Principal Refinancing Amount, (B) accrued interest on
the Collateral Interest to but excluding the Refinancing Date as
calculated in the Loan Agreement and (C) all other amounts due
to and owing under the Loan Agreement and allocable to the
Collateral Interest Holders;
from the Distribution Account pursuant to this subsection 4.17(d) of the
Agreement. If the Paying Agent is unable to pay the Series 1999-A
Certificateholders on the Refinancing Date, amounts on deposit in the Defeasance
Account shall be invested overnight in Eligible Investments and distributed to
the Series 1999-A Certificateholders on the next succeeding Business Day.
(e) On the Refinancing Date, the Transferor shall deliver to the
Trustee, the Certificate Agents and the Collateral Interest Holder an Officer's
Certificate stating that the Transferor reasonably believes (i) the amounts
deposited into the Defeasance Account shall be sufficient to pay the Refinancing
Amount in full on the Refinancing Date and (ii) that the deposit of the
Refinancing Amount into the Finance Charge Account and Principal Account and
40
<PAGE>
termination of the obligations will not, based on the facts known to such
officer at the time of such certification, then or thereafter cause a Pay Out
Event with respect to any Series.
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 1999-
A Certificates:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO
INVESTOR CERTIFICATEHOLDERS
SECTION 5.01. Distributions.
-------------
(a) On each Distribution Date, Interest Payment Date, Refinancing Date
and Partial Amortization Payment 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 subsections 4.09(g),
4.09(h) and 4.17(d) and Section 4.10 of the Agreement by wire transfer to an
account or accounts designated by such Class A Certificateholder by written
notice given to the Paying Agent not less than five days prior to the related
Distribution Date; provided,however, that the final payment in retirement
-------- -------
of the Class A Certificates will be made only upon presentation and surrender of
the Class A Certificates at the office or offices specified in the notice of
such final distribution delivered by the Trustee pursuant to Section 12.03 of
the Agreement.
(b) On each Distribution Date, Interest Payment Date, Refinancing Date
and Partial Amortization Payment 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 subsections 4.09(g),
4.09(h) and 4.17(d) and Section 4.10 of the Agreement by wire transfer to an
account or accounts designated by such Class B Certificateholder by written
notice given to the Paying Agent not less than five days prior to the related
Distribution Date; provided, however, that the final payment in retirement
-------- -------
of the Class B Certificates will be made only upon presentation and surrender of
the Class B Certificates at the office or offices specified in the notice of
such final distribution delivered by the Trustee pursuant to Section 12.03 of
the Agreement.
(c) On each Distribution Date, Interest Payment Date, Partial
Amortization Date and Refinancing 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 Collateral Interest
Holder the amounts payable to the Collateral Interest Holder pursuant to
41
<PAGE>
subsections 4.09(e)(iii), 4.09(f), 4.13(f) and 4.17(c) of the Agreement by wire
transfer, at the expense of such Collateral Interest Holder, to an account or
accounts designated by such Collateral Interest Holder 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 D 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 and the amount of any distribution on each Interest Payment Date,
since the immediately preceding Distribution Date allocable to the
Certificate Interest;
(iv) the amount of Collections of Principal Receivables
processed during the related Monthly Period and allocated in respect of (A)
the Class A Certificates, (B) the Class B Certificates and (C) the
Collateral Invested Amount, respectively;
(v) the amount of Collections of Finance Charge Receivables
processed during the related Monthly Period and allocated in respect of the
(A) the Class A Certificates, (B) the Class B Certificates and (C) the
Collateral Invested Amount, respectively;
(vi) the aggregate amount of (A) Principal Receivables, (B) the
Invested Amount, (C) the Class A Invested Amount, (D) the Class B Invested
Amount, (E) the Collateral Invested Amount, (F) the Partial Amortization
Amount, (G) the Class A Floating Allocation Percentage, and the Class B
Floating Allocation Percentage and, (H) during the Amortization Period or
any Partial Amortization Period, the Class A Fixed/Floating Allocation
Percentage and Class B 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 (A) Investor Default Amount, (B) the Class A
Investor Default Amount, (C) the Class B Investor Default Amount and (D)
the Collateral Investor Default Amount for the related Monthly Period;
42
<PAGE>
(ix) the aggregate amount of (A) Class A Investor Charge-Offs,
(B) Class B Investor Charge-Offs, and (C) Collateral Investor Charge-Offs
and the amount by which the Class B Invested Amount and the Collateral
Invested Amount have been reduced with respect to the related Monthly
Period;
(x) the aggregate amount of Class A Investor Charge-Offs
reimbursed and the amount by which reductions of the Class B Invested
Amount and the Collateral Invested Amount have been reimbursed on the
Transfer Date immediately preceding such Distribution Date;
(xi) the amount of the Class A Monthly Servicing Fee, the Class
B Monthly Servicing Fee and the Collateral Monthly Servicing Fee for the
related Monthly Period;
(xii) the amount of Reallocated Collateral Principal Collections
and Reallocated Class B Principal Collections with respect to such
Distribution Date;
(xiii) the Collateral Invested Amount as of the close of business
on such Distribution Date;
(xiv) the Net Portfolio Yield for the related Monthly Period;
(xv) the Base Rate for the related Monthly Period; and
(xvi) the Amortization Period Commencement Date.
SECTION 5.03. 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 1999-A 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
1999-A 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 1999-A Pay Out Events. If any one of the
----------------------------
following events shall occur with respect to the Series 1999-A 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
43
<PAGE>
on the Series 1999-A 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 Series 1999-A
Certificateholders evidencing Undivided Interests aggregating not less than
50% of the Invested Amount of this Series 1999-A, and continues to affect
materially and adversely the interests of the Series 1999-A
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 Series 1999-A Certificateholders
evidencing Undivided Interests aggregating more than 50% of the Invested
Amount of this Series 1999-A and (ii) as a result of which the interests of
the Series 1999-A Certificateholders are materially and adversely affected
and continue to be materially and adversely affected for such period;
provided, however, that a Series 1999-A 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 Net 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 1999-A Certificateholders;
then, in the case of any event described in subparagraph (a),
(b) or (e), after the applicable grace period set forth in such
subparagraphs, either the Trustee or the Series 1999-A Certificateholders
evidencing Undivided Interests aggregating more than 50% of the Invested
Amount of this Series 1999-A 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 1999-A 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 1999-A
Pay Out Event shall occur without any notice or other action on the part of
the Trustee or the Series 1999-A Certificateholders immediately upon the
occurrence of such event.
(f) For purposes of Series 1999-A, the fifth sentence of
subsection 9.02(a) of the Agreement shall be amended to read in its
entirety as follows:
"If, however, with respect to the portion of the Receivables
allocable to any outstanding Series, the holders of more than 50% of the
principal amount of the Class A Certificates and the Class B Certificates
and the Collateral Interest Holder, instruct the Trustee
44
<PAGE>
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 1999-A Termination. The right of the Series 1999-A
--------------------------
Certificateholders to receive payments from the Trust will terminate on the
first Business Day following the Series 1999-A Termination Date.
SECTION 10. Periodic Finance Charges and Other Fees. The Transferor hereby
---------------------------------------
agrees that, except as otherwise required by any Requirement of Law, or as is
deemed by the Transferor to be necessary in order for the Transferor to maintain
its credit card business, based upon a good faith assessment by the Transferor,
in its sole discretion, of the nature of the competition in the credit card
business, it shall not at any time reduce the Periodic Finance Charges assessed
on any Receivable or other fees on any Account if, as a result of such
reduction, the Transferor's reasonable expectation of the Net Portfolio Yield as
of such date would be less than the Base Rate.
SECTION 11. 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 12. Counterparts. This Series Supplement may be executed in any
------------
number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and the
same instrument.
SECTION 13. 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 14. Additional Representations and Warranties of the Servicer.
---------------------------------------------------------
First USA, 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.
45
<PAGE>
(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 15. Private Placement of Series 1999-A Certificates; Form of
--------------------------------------------------------
Delivery of Series 1999-A Certificates.
- --------------------------------------
(a) The Series 1999-A Certificates have not been registered under the
Securities Act or any state securities law. No transfer of any Series 1999-A
Certificate shall be made except to a Series 1999-A Certificateholder or in
accordance with the terms of the applicable Certificate Purchase Agreement and
this Section 15 to a "qualified institutional buyer" (as defined in Rule 144A
under the Securities Act) in compliance with Rule 144A, or (iii) to an
institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act) that, prior to such transfer, shall have executed
and delivered to the Trustee a letter in the form of Exhibit B to the applicable
---------
Certificate Purchase Agreement. The Series 1999-A Certificates shall bear a
legend to the effect set forth in Exhibit A hereto with respect to the Class A
---------
Certificates and Exhibit B hereto with respect to the Class B Certificates.
---------
None of the Transferor, [the Transfer Agent and Registrar] or the Trustee is
obligated to register the Investor Certificates under the Securities Act or any
other Securities or "Blue Sky" Law or to take any other action not otherwise
required under this Supplement or the Agreement to permit the transfer of Series
1999-A Certificates without the registration of such Certificates or the receipt
of the Transferor's consent as described in this Section 5.
(b) The Series 1999-A Certificates shall be delivered as Registered
Certificates as provided in Section 15.
46
<PAGE>
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series 1999-A Supplement to be duly executed by their respective
officers as of the day and year first above written.
FIRST USA BANK, NATIONAL ASSOCIATION,
Transferor and Servicer
By: /s/ Daniel A. Long, Jr.
-----------------------
Name: Daniel A. Long, Jr.
Title: Vice President
THE BANK OF NEW YORK (DELAWARE),
Trustee
By: /s/ Cheryl L. Laser
-------------------
Name: Cheryl L. Laser
Title: Assistant Vice President
47
<PAGE>
EXHIBIT A
---------
FORM OF CLASS A CERTIFICATE
THIS CLASS A CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THIS CLASS A CERTIFICATE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OF
ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
(A) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS OR (B) IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES OR "BLUE SKY" LAWS, TO A PERSON WHO IS AN ACCREDITED INVESTOR AS
DEFINED IN RULE 501(a) UNDER THE ACT. NONE OF THE TRANSFEROR, THE TRANSFER AGENT
AND REGISTRAR OR THE TRUSTEE IS OBLIGATED TO REGISTER THE CLASS A CERTIFICATES
UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES OR "BLUE SKY" LAW.
EXCEPT AS SET FORTH BELOW, NEITHER THIS CLASS A CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE ACQUIRED BY OR SOLD OR TRANSFERRED TO (A) ANY EMPLOYEE
BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYMENT RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA")) WHETHER OR NOT SUBJECT TO THE
PROVISIONS OF TITLE I OF ERISA, (B) ANY PLAN OR OTHER ARRANGEMENT (INCLUDING AN
INDIVIDUAL RETIREMENT ACCOUNT OR KEOGH PLAN) THAT IS SUBJECT TO SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (C) ANY ENTITY ACTING ON
BEHALF OF OR WITH "PLAN ASSETS" OF ANY SUCH PLAN, OR ANY OTHER "BENEFIT PLAN
INVESTOR" (WITHIN THE MEANING OF UNITED STATES DEPARTMENT OF LABOR ("DOL")
REGULATION SECTION 2510.3-101(f)(2)) (A "BENEFIT PLAN INVESTOR"). HOWEVER, THIS
CLASS A CERTIFICATE MAY BE ACQUIRED AND HELD BY A BENEFIT PLAN INVESTOR IF (X)
THE INVESTOR IS PURCHASING THE CLASS A CERTIFICATE WITH ASSETS OF AN "INSURANCE
COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF DOL PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 ("PTCE 95-60")) (A "GENERAL ACCOUNT"), (Y) THE INVESTOR'S
PURCHASE OF THE CLASS A CERTIFICATE IS ELIGIBLE FOR THE EXEMPTIVE RELIEF
AFFORDED UNDER PTCE 95-60, AND (Z) LESS THAN 25% OF THE ASSETS OF SUCH GENERAL
ACCOUNT CONSTITUTE "PLAN ASSETS" OF BENEFIT PLAN INVESTORS. BY ACCEPTING AND
HOLDING THIS CLASS A CERTIFICATE OR ANY INTEREST HEREIN, THE HOLDER HEREOF OR
ANY OWNER OF AN INTEREST HEREIN SHALL BE DEEMED TO HAVE REPRESENTED AND
WARRANTED TO THE FOREGOING ERISA REQUIREMENTS.
<PAGE>
ANY TRANSFER OF A DIRECT OR INDIRECT INTEREST IN THIS CLASS A CERTIFICATE
IS SUBJECT TO THE PROVISIONS OF THE AGREEMENT AND SUBJECT TO CERTAIN LIMITATIONS
THEREIN SET FORTH.
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS A CERTIFICATE WILL BE
REDUCED FROM TIME TO TIME BY DISTRIBUTIONS ON THIS CLASS A CERTIFICATE ALLOCABLE
TO PRINCIPAL. IN ADDITION, THE PRINCIPAL BALANCE OF THIS CLASS A CERTIFICATE
MAY BE INCREASED AT THE REQUEST OF THE TRANSFEROR SUBJECT TO CERTAIN TERMS AND
CONDITIONS SET FORTH IN THE SERIES 1999-B SUPPLEMENT REFERRED TO HEREIN.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CLASS A CERTIFICATES, THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS A CERTIFICATE MAY BE DIFFERENT FROM
THE INITIAL OUTSTANDING PRINCIPAL BALANCE SHOWN BELOW. ANYONE ACQUIRING THIS
CLASS A CERTIFICATE MAY ASCERTAIN THE CURRENT OUTSTANDING PRINCIPAL BALANCE OF
THIS CLASS A CERTIFICATE BY INQUIRY OF THE TRUSTEE. ON THE DATE OF THE INITIAL
ISSUANCE OF THE CLASS A CERTIFICATES, THE TRUSTEE IS THE BANK OF NEW YORK.
REGISTERED INITIAL OUTSTANDING PRINCIPAL BALANCE
NO. ___ $____________
Scheduled Series Termination Date: _______________
FIRST USA CREDIT CARD MASTER TRUST CLASS A VARIABLE FUNDING
ASSET BACKED CERTIFICATE, SERIES 1999-A
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, National Association (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank, National Association, or any affiliate thereof)
This certifies that _____________ (the "Certificateholder") is the
registered owner of a fractional undivided interest in the First USA Credit Card
Master Trust (the "Trust") issued pursuant to the Pooling and Servicing
Agreement, dated as of September 1, 1992 between the Bank, as Transferor (the
"Transferor") and as Servicer (the "Servicer"), and The Bank of New York
(Delaware), as trustee (the "Trustee") of the Trust (as amended and supplemented
from time to time, the "Agreement") as supplemented by the Series 1999-A
Supplement (the "Series 1999-A Supplement"), dated as of June 28, 1999, between
the Bank, as Transferor and
- --------------------
* VISA (R) and MasterCard (R) are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
2
<PAGE>
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 1999-A 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), c/o The Bank of New York, Corporate Trust Department, 101
Barclay Street, 12th Floor East, New York, New York 10286 Attention: Corporate
Trust Department. 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 Variable Funding Asset Backed Certificates, Series 1999-A" (the "Class A
Certificates"), each of which represents a fractional undivided interest in the
Trust, and is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which
the Certificateholder is bound. In the case of any conflict between terms
specified in this Class A Certificate and terms specified in the Agreement, the
terms of the Agreement shall govern.
The Transferor has structured the Agreement, the Class A Certificates
and the First USA Credit Card Master Trust Class B Variable Funding Asset Backed
Certificates, Series 1999-A (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 Collateral Interest, Series 1999-A (the
"Collateral Interest") (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 Collateral Interest, 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 Collateral Interest (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
3
<PAGE>
more Series of Certificates and a reissued Exchangeable Transferor Certificate
upon the conditions set forth in the Agreement.
To the extent not defined herein, capitalized terms used herein have
the respective meanings assigned to them in the Pooling and Servicing Agreement.
This Class A Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Class A
Certificateholder, by virtue of the acceptance hereof, assents and by which the
Class A Certificateholder is bound.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Class A Certificate shall
not be entitled to any benefit under the Agreement, or be valid for any purpose.
[Remainder of page intentionally left blank]
4
<PAGE>
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be
duly executed on this ____ day of June, 1999.
FIRST USA BANK, NATIONAL ASSOCIATION.
By:_________________________________
Name: Daniel A. Long, Jr.
Title: Vice President
<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 (DELAWARE),
as Authenticating Agent
By:____________________________
Name:
Title:
Date: June ___, 1999
<PAGE>
EXHIBIT B
---------
FORM OF CLASS B CERTIFICATE
THIS CLASS B CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THIS CLASS B CERTIFICATE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OF
ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
(A) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS OR (B) IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES OR "BLUE SKY" LAWS, TO A PERSON WHO IS AN ACCREDITED INVESTOR AS
DEFINED IN RULE 501(a) UNDER THE ACT. NONE OF THE TRANSFEROR, THE TRANSFER AGENT
AND REGISTRAR OR THE TRUSTEE IS OBLIGATED TO REGISTER THE CLASS B CERTIFICATES
UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES OR "BLUE SKY" LAW.
EXCEPT AS SET FORTH BELOW, NEITHER THIS CLASS B CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE ACQUIRED BY OR SOLD OR TRANSFERRED TO (A) ANY EMPLOYEE
BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYMENT RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA")) WHETHER OR NOT SUBJECT TO THE
PROVISIONS OF TITLE I OF ERISA, (B) ANY PLAN OR OTHER ARRANGEMENT (INCLUDING AN
INDIVIDUAL RETIREMENT ACCOUNT OR KEOGH PLAN) THAT IS SUBJECT TO SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (C) ANY ENTITY ACTING ON
BEHALF OF OR WITH "PLAN ASSETS" OF ANY SUCH PLAN, OR ANY OTHER "BENEFIT PLAN
INVESTOR" (WITHIN THE MEANING OF UNITED STATES DEPARTMENT OF LABOR ("DOL")
REGULATION SECTION 2510.3-101(f)(2)) (A "BENEFIT PLAN INVESTOR"). HOWEVER, THIS
CLASS B CERTIFICATE MAY BE ACQUIRED AND HELD BY A BENEFIT PLAN INVESTOR IF (X)
THE INVESTOR IS PURCHASING THE CLASS B CERTIFICATE WITH ASSETS OF AN "INSURANCE
COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF DOL PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 ("PTCE 95-60")) (A "GENERAL ACCOUNT"), (Y) THE INVESTOR'S
PURCHASE OF THE CLASS B CERTIFICATE IS ELIGIBLE FOR THE EXEMPTIVE RELIEF
AFFORDED UNDER PTCE 95-60, AND (Z) LESS THAN 25% OF THE ASSETS OF SUCH GENERAL
ACCOUNT CONSTITUTE "PLAN ASSETS" OF BENEFIT PLAN INVESTORS. BY ACCEPTING AND
HOLDING THIS CLASS B CERTIFICATE OR ANY INTEREST HEREIN, THE HOLDER HEREOF OR
ANY OWNER OF AN INTEREST HEREIN SHALL BE DEEMED TO HAVE REPRESENTED AND
WARRANTED TO THE FOREGOING ERISA REQUIREMENTS.
ANY TRANSFER OF A DIRECT OR INDIRECT INTEREST IN THIS CLASS B CERTIFICATE
IS SUBJECT TO THE PROVISIONS OF THE AGREEMENT AND SUBJECT TO CERTAIN LIMITATIONS
THEREIN SET FORTH.
<PAGE>
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS B CERTIFICATE WILL BE
REDUCED FROM TIME TO TIME BY DISTRIBUTIONS ON THIS CLASS B CERTIFICATE ALLOCABLE
TO PRINCIPAL. IN ADDITION, THE PRINCIPAL BALANCE OF THIS CLASS B CERTIFICATE
MAY BE INCREASED AT THE REQUEST OF THE TRANSFEROR SUBJECT TO CERTAIN TERMS AND
CONDITIONS SET FORTH IN THE SERIES 1998-1 SUPPLEMENT REFERRED TO HEREIN.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CLASS B CERTIFICATES, THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS B CERTIFICATE MAY BE DIFFERENT FROM
THE INITIAL OUTSTANDING PRINCIPAL BALANCE SHOWN BELOW. ANYONE ACQUIRING THIS
CLASS B CERTIFICATE MAY ASCERTAIN THE CURRENT OUTSTANDING PRINCIPAL BALANCE OF
THIS CLASS B CERTIFICATE BY INQUIRY OF THE TRUSTEE. ON THE DATE OF THE INITIAL
ISSUANCE OF THE CLASS B CERTIFICATES, THE TRUSTEE IS THE BANK OF NEW YORK
(DELAWARE).
REGISTERED INITIAL OUTSTANDING PRINCIPAL BALANCE
NO. ___ $__________
Scheduled Series Termination Date: _______________
FIRST USA CREDIT CARD MASTER TRUST CLASS B VARIABLE FUNDING
ASSET BACKED CERTIFICATE, SERIES 1999-A
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, National Association (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank, National Association, or any affiliate thereof)
This certifies that _____________ (the "Certificateholder") is the
registered owner of a fractional undivided interest in the First USA Credit Card
Master Trust (the "Trust") issued pursuant to the Pooling and Servicing
Agreement, dated as of September 1, 1992 between the Bank, as Transferor (the
"Transferor") and as Servicer (the "Servicer"), and The Bank of New York
(Delaware), as trustee (the "Trustee") of the Trust (as amended and supplemented
from time to time, the "Agreement") as supplemented by the Series 1999-A
Supplement (the "Series 1999-A Supplement"), dated as of June 28, 1999, 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
- --------------------
* VISA(R) and MasterCard(R) are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
2
<PAGE>
"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 1999-A 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), c/o The Bank of New York, Corporate Trust Department, 101
Barclay Street, 12th Floor East, New York, New York 10286 Attention: Corporate
Trust Department. 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 Variable Funding Asset Backed Certificates, Series 1999-A" (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 Variable Funding Asset Backed
Certificates, Series 1999-A (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 Collateral Interest, Series 1999-A (the
"Collateral Interest") (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 Collateral Interest, 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 Collateral Interest (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.
3
<PAGE>
To the extent not defined herein, capitalized terms used herein have
the respective meanings assigned to them in the Pooling and Servicing Agreement.
This Class B Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Class B
Certificateholder, by virtue of the acceptance hereof, assents and by which the
Class B Certificateholder is bound.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Class B Certificate shall
not be entitled to any benefit under the Agreement, or be valid for any purpose.
[Remainder of page intentionally left blank]
4
<PAGE>
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be
duly executed on this ____ day of June, 1999.
FIRST USA BANK, NATIONAL ASSOCIATION
By:________________________________
Name: Daniel A. Long, Jr.
Title: Vice President
<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 (DELAWARE),
as Authenticating Agent
By:__________________________
Name:
Title:
Date: June ___, 1999
<PAGE>
EXHIBIT C
---------
FORM OF NOTICE OF PARTIAL AMORTIZATION
--------------------------------------
[Date]
The Bank of New York (Delaware),
as Trustee
c/o The Bank of New York
450 West 33rd Street, 14th Floor
New York, New York 10286
Attention: [_______________]
_____________________,
as Agent
_____________________
_____________________
Attention: _______________
Re: First USA Credit Card Master Trust, Series 1999-A Certificates
--------------------------------------------------------------
Ladies and Gentlemen:
Pursuant to Section 4.07(b) of the Series 1999-A Supplement, dated as of
June 25, 1999, to the Pooling and Servicing Agreement, dated as of September 1,
1992, each by and between First USA Bank, National Association, a national
banking association, as Transferor and Servicer, and The Bank of New York
(Delaware), as Trustee (terms defined therein being used herein as therein
defined), this notice represents the Transferor's request to reduce the Class A
Invested Amount, the Class B Invested Amount and the Collateral Invested Amount
pro rata, beginning on the Specified Date of ________________ by an aggregate
amount equal to $______________.
Very truly yours,
FIRST USA BANK, NATIONAL ASSOCIATION
as Transferor
By:________________________________
Name:
Title:
<PAGE>
EXHIBIT D
---------
MONTHLY ALLOCATIONS AND PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
FIRST USA BANK, NATIONAL ASSOCIATION
--------------------
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1999-A
--------------------
Monthly Period: _______
Distribution Date: _______
Transfer Date: _______
The undersigned, a duly authorized representative of First USA Bank, National
Association (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 1999-A Supplement, dated as of June 28, 1999 (the "Supplement"),
by and between the Bank and The Bank of New York (Delaware), as Trustee (the
"Trustee"), does hereby certify as follows:
A. 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, as amended by the
Supplement. This Certificate is delivered pursuant to Section 4.09 of the
Pooling and Servicing Agreement.
B. The Bank is Servicer under the Pooling and Servicing Agreement.
C. The undersigned is a Servicing Officer.
D. 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 of the Pooling and Servicing Agreement, the Servicer
does hereby instruct the Trustee (i) to make a withdrawal from the Finance
Charge Account on the above referenced Transfer Date under the Pooling and
Servicing Agreement, in an aggregate amount as set forth below in respect of the
following amounts and (ii) to apply the proceeds of such withdrawal in
accordance with Section 4.05:
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS Series 1999-A
Page 2
1. A. Total Class A Available Funds..........................______________
B. Pursuant to subsection 4.09(a)(i-a):
-----------------------------------
Any unreimbursed Servicer Advances with respect
to Class A Monthly Interest shall be paid to the
Servicer...............................................______________
C. Pursuant to subsection 4.09(a)(i) the following amounts
-------------------------------------------------------
shall be deposited into the Distribution Account:
------------------------------------------------
Interest to be paid to the Class A Certificateholders
at the Certificate Rate for the Interest Period on the
Outstanding Principal Balance (less Servicer Advances).______________
----
D. Pursuant to subsection 4.09(a)(ii) the following
------------------------------------------------
amounts shall be distributed to the Servicer:
--------------------------------------------
Class A Monthly Servicing Fee for the related
Distribution Date if Bank is no longer Servicer........______________
E. Pursuant to subsection 4.09(a)(iii) the following
-------------------------------------------------
amounts shall be distributed to the Holder of the
-------------------------------------------------
Exchangeable Transferor Certificate or deposited
------------------------------------------------
into the Principal Account, as applicable:
-----------------------------------------
Class A Investor Default Amount for
the related Monthly Period.............................______________
F. Pursuant to subsection 4.09(a)(iv) the following
------------------------------------------------
amounts shall be paid to the Certificate Agents:
-----------------------------------------------
Class A Increase Cost Amount...........................______________
G. Pursuant to subsection 4.09(a)(v):
---------------------------------
Amount constituting Excess Finance Charge Collections
to be distributed pursuant to Section 4.13.............______________
2. A. Total Class B Available Funds..........................______________
B. Pursuant to subsection 4.09(b)(i-a):
-----------------------------------
Any unreimbursed Servicer Advances with respect to
Class B Monthly Interest shall be paid to the
Servicer...............................................______________
C. Pursuant to subsections 4.09(b)(i) the following amounts
--------------------------------------------------------
shall be deposited into the Distribution Account:
------------------------------------------------
Interest to be paid to the Class B Certificateholders
at the Certificate Rate for the Interest Period on the
Outstanding Principal Balance (less Servicer Advances).______________
----
D. Pursuant to subsection 4.09(b)(ii) the following amounts
--------------------------------------------------------
shall be distributed to the Servicer:
------------------------------------
Class B Monthly Servicing Fee for such Distribution
Date if Bank is no longer Servicer...................._______________
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS Series 1999-A
Page 3
E. Pursuant to subsection 4.09(b)(iii) the following
-------------------------------------------------
amounts shall be paid to the Certificate Agents:
------------------------------------------------
Class B Increase Cost Amount...........................______________
F. Pursuant to subsection 4.09(b)(iv) :
------------------------------------
Amount constituting Excess Finance Charge Collections
to be distributed per Section 4.13.....................______________
3. A. Total Collateral Available Funds.......................______________
B. Pursuant to subsection 4.09(c)(i) the following amounts
-------------------------------------------------------
shall be distributed to the Servicer:
-------------------------------------
Collateral Monthly Servicing Fee for the related
Distribution Date if the Bank is no longer Servicer....______________
C. Pursuant to subsection 4.09(c)(ii):
-----------------------------------
Amount constituting Excess Finance Charge Collections
to be distributed per Section 4.13.....................______________
4. Pursuant to subsections 4.09(a)(iv), 4.09(b)(iv) and 4.09(c)(ii):
-----------------------------------------------------------------
A. Amount constituting Excess Finance Charge Collections
to be distributed per Section 4.13.....................______________
Total Excess Finance Charge Collections................
==============
II. APPLICATION OF EXCESS FINANCE CHARGE COLLECTIONS
------------------------------------------------
Pursuant to Section 4.13, the Servicer hereby instructs the Trustee to apply
Excess Finance Charge Collections, determined pursuant to the provisions of
Section 4.09, in the following priority:
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) the following amounts
-----------------------------------------------------
shall be distributed to the Holder of the Exchangeable Transferor
-----------------------------------------------------------------
Certificate or deposited into the Principal Account, as applicable:
-------------------------------------------------------------------
Class B Investor Default Amount for the
related Distribution Date...............................______________
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS Series 1999-A
Page 4
E. Pursuant to subsection 4.13(e) the following amounts
----------------------------------------------------
shall be distributed to the Holder of the Exchangeable
------------------------------------------------------
Transferor Certificate or deposited into the Principal
------------------------------------------------------
Account, as applicable:
-----------------------
Reimbursement of Class B Invested Amount which has
been reduced for reasons other than principal payments..______________
F. Pursuant to subsection 4.13(f) the following amounts
----------------------------------------------------
shall be distributed to the Servicer and Collateral
---------------------------------------------------
Interest Holder:
----------------
1. Unreimbursed Servicer Advances with respect
to Collateral Monthly Interest paid to
Servicer..........................................______________
2. Collateral Monthly Interest plus Collateral
Monthly Interest previously due but not paid......______________
G. Pursuant to subsection 4.13(g) the following amounts
----------------------------------------------------
shall be paid to the Servicer:
------------------------------
Unpaid Investor Monthly Servicing Fee for the related
Distribution Date......................................______________
H. Pursuant to subsection 4.13(h) the following amounts
----------------------------------------------------
shall be distributed to the Holder of the Exchangeable
------------------------------------------------------
Transferor Certificate or deposited into the Principal
------------------------------------------------------
Account, as applicable:
----------------------
Collateral Interest Default Amount for the preceding
Monthly Period.........................................______________
I. Pursuant to subsection 4.13(i) the following amounts
----------------------------------------------------
shall be distributed to the Holder of the Exchangeable
------------------------------------------------------
Transferor Certificate or deposited into the Principal
------------------------------------------------------
Account, as applicable:
-----------------------
Amount of Collateral Interest Amount which has
been reduced below the Required Collateral Invested
Amount for reasons other than principal payments.......______________
J. Pursuant to subsection 4.13(j) the following amounts
----------------------------------------------------
shall be paid to the Certificate Agents:
----------------------------------------
Class A Increase Cost..................................______________
K. Pursuant to subsection 4.13(k) the following amounts
----------------------------------------------------
shall be paid to the Certificate Agents:
----------------------------------------
Class B Increase Cost..................................______________
L. Pursuant to subsection 4.l3(l) the following amounts
----------------------------------------------------
shall be paid to the Collateral Interest Holder:
------------------------------------------------
Aggregate of any other amounts required to be applied
pursuant to the Loan Agreement, including Collateral
Increase Cost Amount...................................______________
M. Pursuant to subsection 4.13(m):
-------------------------------
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS Series 1999-A
Page 5
Balance to be distributed to the Holder of the
Transferor Certificate.................................______________
III. APPLICATION OF PRINCIPAL COLLECTIONS
------------------------------------
Pursuant to Sections 4.05, 4.07, 4.09 and 4.14, 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 Amortization Period and Partial Amortization)..______________
Class A Investor Charge-Offs
(during Amortization Period and Partial Amortization)..______________
Total Class A Monthly Principal...................______________
2. Class B Principal Collections..........................______________
Class B Investor Default Amount
(during Amortization Period and Partial Amortization)..______________
Class B Investor Charge-Offs
(during Amortization Period and Partial Amortization)..______________
Total Class B Monthly Principal...................______________
3. Collateral Interest Principal Collections..............______________
Collateral Interest Default Amt........................______________
Collateral Interest Charge-Offs........................______________
Total Collateral Interest Monthly Principal.......______________
4. Excess Principal Collections from other Series.........______________
Total Principal Collections.......................
==============
B. Allocation of Principal Collections
-----------------------------------
1. Amount of Collateral Interest
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 Collateral Interest Holders....______________
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS Series 1999-A
Page 6
7. Amount returned to Transferor..........................______________
Total Principal Allocations.......................
==============
IV. TRUSTEE DISBURSEMENT SUMMARY
----------------------------
1. Investor Monthly Servicing Fee paid to Bank............______________
2. Total Default Amounts paid to Bank.....................______________
3. Monthly Principal Collections to Bank..................______________
4. Repayment of Servicer Advances.........................______________
Total to Bank.....................................
==============
5. Interest payment to Class A Certificateholders..........______________
6. Interest payment to Class B Certificateholders..........______________
7. Interest payment to Collateral Interest Holders.........______________
8. Principal to Certificateholders.........................______________
9. Monthly Principal Payment to Collateral Interest
Holders.................................................______________
10. Excess Spread paid to Collateral Interest Holders.......______________
Total Disbursements...............................
==============
Total Class A, B and
Collateral Interest funds to be allocated..........
=============
<PAGE>
EXHIBIT E
---------
FORM OF CERTIFICATE PRINCIPAL BALANCE INCREASE REQUEST
------------------------------------------------------
[Date]
The Bank of New York (Delaware),
as Trustee
c/o The Bank of New York
450 West 33rd Street, 14th Floor
New York, New York 10286
Attention: Corporate Trust Department
___________________________,
as Collateral Interest Holder
___________________________
___________________________
Attention: __________________
___________________________,
as Agent
___________________________
___________________________
Attention: __________________
Re: First USA Credit Card Master Trust, Series 1999-A Certificates
Ladies and Gentlemen:
Pursuant to subsection 4.15(a) of the Series 1999-A Supplement, dated as of
June 25, 1999 to the Pooling and Servicing Agreement, dated as of September 1,
1992 each by and between First USA Bank, National Association, a national
banking association, as Transferor and Servicer, and The Bank of New York
(Delaware), as Trustee (terms defined therein being used herein as therein
defined), the Seller hereby irrevocably requests a Certificate Principal Balance
Increase as follows:
1. The requested aggregate amount of such Class A Principal Balance
Increase is $_____________.
<PAGE>
2. The requested aggregate amount of such Class B Principal Balance Increase is
$_____________.
3. The requested aggregate amount of such Collateral Principal Balance Increase
is $_____________.
4. Such Certificate Principal Balance Increase is requested to be made on
______________, the Increase Date.
5. Proceeds of such Certificate Principal Balance Increase shall be remitted on
the applicable Increase Date in immediately available funds to [specify
payment instructions].
Very truly yours,
FIRST USA BANK, NATIONAL ASSOCIATION
as Transferor
By:_______________________________
Name:
Title:
<PAGE>
EXHIBIT F
---------
FORM OF CERTIFICATE PRINCIPAL BALANCE INCREASE CONFIRMATION
-----------------------------------------------------------
[Date]
The Bank of New York (Delaware),
as Trustee
c/o The Bank of New York
450 West 33rd Street, 14th Floor
New York, New York 10286
Attention: Corporate Trust Department
Re: First USA Credit Card Master Trust, Series 1999-A Certificates
--------------------------------------------------------------
Ladies and Gentlemen:
Pursuant to subsection 4.15(b) of the Series 1999-A Supplement, dated as of
June 25, 1999 to the Pooling and Servicing Agreement, dated as of September 1,
1992, each by and between First USA Bank, National Association, a national
banking association, as Transferor and Servicer, and The Bank of New York
(Delaware), as Trustee (terms defined therein being used herein as therein
defined), the undersigned hereby advise the Trustee that on the [_________]
Increase Date a Class A Certificate Principal Balance Increase in the aggregate
amount of $__________, a Class B Certificate Principal Balance Increase in the
aggregate amount of $________, and a Collateral Principal Balance Increase in
the aggregate amount of $__________ were made by the undersigned.
Very truly yours,
FIRST USA BANK, NATIONAL ASSOCIATION
as Transferor
By: ________________________________
Name:
Title:
F-1
<PAGE>
__________________________________
as Collateral Interest Holder
By:_______________________________
Name:
Title:
__________________________________
as Certificate Agent
By:_______________________________
Name:
Title:
[Signature Page to Certificate Principal Balance Increase Confirmation]
F-2
<PAGE>
EXHIBIT G
---------
MONTHLY CERTIFICATEHOLDERS' STATEMENT
FIRST USA BANK, NATIONAL ASSOCIATION
______________________________________
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1999-A
______________________________________
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,
National Association (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 1999-A 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.
A. Information Regarding the Current Monthly Distribution.
------------------------------------------------------
1. The total amount of the distribution to
Certificateholders on the Distribution Date per
$1,000 original certificate principal amount
Class A..................................__________
Class B..................................__________
Collateral Invested Amount...............__________
2. The amount of the distribution
in respect of interest on the Certificates,
per $1,000 original certificate principal amount:
Class A..................................__________
Class B..................................__________
Collateral Invested Amount...............__________
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT SERIES 1999-A
Page 2
3. The amount of the distribution
in respect of principal on the Certificates, per
$1,000 original certificate principal amount:
Class A..................................__________
Class B..................................__________
Collateral Invested Amount...............__________
B. Information Regarding the Performance of the Trust.
--------------------------------------------------
1. Allocation of Principal Receivables.
-----------------------------------
The aggregate amount of Allocations of Principal
Receivables processed during the Monthly Period
which were allocated in respect of the Certificates:
Class A..................................$_________
Class B..................................$_________
Collateral Invested Amount...............$_________
Total....................................$
=========
2. Allocation of Finance Charge Receivables.
-----------------------------------------
The aggregate amount of Allocations of Finance
Charge Receivables processed during the Monthly
Period which were allocated in respect of the Certificates:
Class A..................................$_________
Class B..................................$_________
Collateral Invested Amount...............$_________
Total....................................$
=========
3. 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:
Class A..................................$_________
Class B..................................$_________
Collateral Invested Amount...............$_________
Total....................................$
=========
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT SERIES 1999-A
Page 3
(c) The Floating Allocation Percentage: The Invested
Amount set forth in paragraph 3.(b) above as a
percentage of the aggregate amount of Principal
Receivables set forth in paragraph 3.(a) above
Class A..................................$_________
Class B..................................$_________
Collateral Invested Amount...............$_________
Total....................................$
=========
(d) During the Amortization Period or any Partial
Amortization Period: The Invested Amount as
of __________ (the last day of the
Revolving Period):
Class A..................................$_________
Class B..................................$_________
Collateral Invested Amount...............$_________
Total....................................$
=========
(e) The Fixed/Floating Allocation Percentage: The
Invested Amount set forth in paragraph 3.(d)
above as a percentage of the aggregate amount of
Principal Receivables set forth in paragraph 3.(a) above:
Class A..................................$_________
Class B..................................$_________
Collateral Invested Amount...............$_________
Total....................................$
=========
4. 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........................$_________
Total............................$
=========
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT SERIES 1999-A
Page 4
5. Monthly Investor Default Amount.
-------------------------------
(a) The aggregate amount of all defaulted Principal
Receivables written off as uncollectible during the
Monthly Period allocable to the Invested
Amount (the aggregate "Investor Default
Amount"):
Class A Investor Default Amt.............$_________
Class B Investor Default Amt.............$_________
Collateral Investor Default Amt..........$_________
Investor Default Amt (Total).............$
=========
6. 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 Collateral Interest Amount:
Class A..................................$_________
Class B..................................$_________
Collateral Invested Amount...............$_________
Total....................................$
=========
(b) The aggregate amount of Class A Investor Charge-
Offs reimbursed and the reimbursement of
reductions in the Class B Invested Amount and the
Collateral Interest Amount:
Class A..................................$_________
Class B..................................$_________
Collateral Invested Amount...............$_________
Total....................................$
=========
7. Investor Servicing Fee.
----------------------
(a) The amount of the Investor Monthly Servicing Fee
payable by the Trust to the Servicer for the
Monthly Period:
Class A..................................$_________
Class B..................................$_________
Collateral Invested Amount...............$_________
Total....................................$
=========
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT SERIES 1999-A
page 5
8. Reallocated Principal Collections.
---------------------------------
(a) The amount of Reallocated Collateral Interest
and Class B Principal Collections applied in
respect of Interest Shortfalls, Investor Default
Amounts or Investor Charge-Offs for the prior month:
Class B..................................$_________
Collateral Invested Amount...............$_________
Total....................................$
=========
9. Collateral Invested Amount.
--------------------------
The amount of the Collateral Invested Amount as of the
close of business on the related Distribution Date.........__________
10. The Net Portfolio Yield.
-----------------------
The Net Portfolio Yield for the related Monthly Period.....__________
11. The Base Rate.
-------------
The Base Rate for the related Monthly Period...............__________
12. Amortization Period.
-------------------
Amortization Period Commencement Date......................__________
<PAGE>
EXHIBIT 99.2
FIRST USA BANK, NATIONAL ASSOCIATION
Transferor and Servicer
and
THE BANK OF NEW YORK (DELAWARE)
on behalf of the Certificateholders
----------------------------------------
SERIES 1999-B SUPPLEMENT
Dated as of June 28, 1999
to
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1992, as amended
----------------------------------------
$550,000,000
FIRST USA CREDIT CARD MASTER TRUST
Series 1999-B
<PAGE>
TABLE OF CONTENTS
Page
CREATION OF THE SERIES .......................................................1
SECTION 1. DESIGNATION......................................................1
SECTION 2. DEFINITIONS..................................................... 2
SECTION 3. REASSIGNMENT AND TRANSFER TERMS.................................24
SECTION 4. DELIVERY AND PAYMENT FOR THE SERIES 1999-B CERTIFICATES.........24
SECTION 5. DEPOSITARY; FORM OF DELIVERY OF THE SERIES 1999-B CERTIFICATES..24
SECTION 6. ARTICLE IV OF AGREEMENT.........................................24
ARTICLE IV. RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATION AND APPLICATION OF
COLLECTIONS....................................................25
SECTION 4.04. Rights of Certificateholders and the Collateral Interest
Holder.....................................................25
SECTION 4.05. Collections and Allocation..................................25
SECTION 4.06. Determination of Monthly Interest for the Series 1999-B
Certificates...............................................29
SECTION 4.07. Determination of Monthly Principal..........................29
SECTION 4.08. Coverage of Required Amount for the Investor Certificates...31
SECTION 4.09. Priority of Payments........................................32
SECTION 4.10. Payment of Class A Certificate and Class B Certificate
Interest...................................................37
SECTION 4.11. Servicer Advances...........................................37
SECTION 4.12. Investor Charge-Offs........................................38
SECTION 4.13. Excess Finance Charge Collections for the Series 1999-B
Certificates...............................................39
SECTION 4.14. Reallocated Principal Collections for the Series 1999-B
Certificates...............................................41
SECTION 4.15. Certificate Principal Balance Increases.....................42
SECTION 4.16. Extension of the Revolving Period...........................43
SECTION 4.17. Refinanced Optional Amortization............................44
SECTION 7. ARTICLE V OF THE AGREEMENT......................................45
ARTICLE V DISTRIBUTIONS AND REPORTS TO INVESTORCERTIFICATEHOLDERS.......46
SECTION 5.01. Distributions...............................................46
SECTION 5.02. Monthly Certificateholders' Statement.......................47
-i-
<PAGE>
TABLE OF CONTENTS
(continued)
Page
SECTION 5.03. Annual Certificateholders' Tax Statement....................48
SECTION 8. SERIES 1999-B PAY OUT EVENTS.....................................48
SECTION 9. SERIES 1999-B TERMINATION........................................50
SECTION 10. PERIODIC FINANCE CHARGES AND OTHER FEES..........................50
SECTION 11. AMENDMENT AND RATIFICATION OF AGREEMENT..........................50
SECTION 12. COUNTERPARTS.....................................................50
SECTION 13. GOVERNING LAW....................................................50
SECTION 14. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE SERVICER........50
SECTION 15. PRIVATE PLACEMENT OF SERIES 1999-B CERTIFICATES; FORM OF
DELIVERY OF SERIES 1999-B CERTIFICATES...........................51
SCHEDULES AND EXHIBITS
EXHIBIT A FORM OF CLASS A CERTIFICATE.....................................A-1
EXHIBIT B FORM OF CLASS B CERTIFICATE.....................................B-1
EXHIBIT C FORM OF NOTICE OF PARTIAL AMORTIZATION..........................C-1
EXHIBIT D MONTHLY ALLOCATIONS AND PAYMENT INSTRUCTIONS AND NOTIFICATION
TO THE TRUSTEE..................................................D-1
EXHIBIT E FORM OF CERTIFICATE PRINCIPAL BALANCE INCREASE REQUEST..........E-1
EXHIBIT F FORM OF CERTIFICATE PRINCIPAL BALANCE INCREASE CONFIRMATION.....F-1
EXHIBIT G MONTHLY CERTIFICATEHOLDER'S STATEMENT...........................G-1
-ii-
<PAGE>
SERIES 1999-B SUPPLEMENT, dated as of June 28, 1999 (this "Series
------
Supplement") by and between FIRST USA BANK, NATIONAL ASSOCIATION, a national
- ----------
banking association ("First USA"), 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, NATIONAL ASSOCIATION, 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).
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 1999-B shall not
be subordinated to any other Series.
Creation of the Series 1999-B Certificates
SECTION 1. Designation. (a) 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 1999-B Certificates." The Series 1999-B
--------------------------
Certificates shall be issued in two Classes which shall be designated generally
as (i) the Class A-1 Variable Funding Asset Backed Certificates, Series 1999-B
(the "Class A-1 Certificates"), the Class A-2 Variable Funding Asset Backed
----------------------
Certificates, Series 1999-B (the "Class A-2 Certificates", and together with the
----------------------
Class A-1 Certificates, the "Class A Certificates") and (ii) the Class B-1
--------------------
Variable Funding Asset Backed Certificates, Series 1999-B (the "Class B-1
---------
Certificates") and the Class B-2 Variable Funding Asset Backed Certificates,
- ------------
Series 1999-B (the "Class B-2 Certificates", and together with the Class B-1
----------------------
Certificates, the "Class B Certificates"). In addition, there is hereby created
--------------------
a third Class which constitutes an uncertificated interest in the Trust, which
shall be deemed to be an "Investor Certificate" for all purposes under the
--------------------
Agreement and this Series Supplement, except as expressly provided herein, and
which shall be known as the Collateral Interest, Series 1999-B, with such rights
as are assigned to the Collateral Interest in this Series Supplement.
(b) The Collateral Interest Holder, as holder of an "Investor Certificate"
--------------------
under the Agreement, shall be entitled to the benefits of the Agreement and this
Series Supplement upon payment by the Collateral Interest Holder of amounts
owing on the Closing Date pursuant to the Loan Agreement. Notwithstanding the
foregoing, except as expressly provided herein, the provisions of Article VI and
Article XII of the Agreement relating to the registration, authentication,
delivery, presentation, cancellation and surrender of Registered Certificates
shall not be applicable to the Collateral Interest, and the requirement of
subsection 6.09(b) with
1
<PAGE>
respect to the delivery of an Opinion of Counsel that the Investor Certificates
be treated as debt for Federal income tax purposes will not be applicable to the
Collateral Interest.
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 Articles,
Sections 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 1999-B
Certificates and to no other Series of Certificates issued by the Trust.
"Agreement" shall mean the Pooling and Servicing Agreement dated as of
---------
September 1, 1992 between First USA, as Transferor and Servicer and the Trustee,
as amended and as the same may be further amended or otherwise modified from
time to time.
"Amortization Period" shall mean, with respect to the Series 1999-B
-------------------
Certificates, the period commencing on the earlier of (a) the close of business
on the June 2002 Distribution Date or, if the Revolving Period is extended
pursuant to Section 4.16, such later date as shall be set forth in the Extension
Notice delivered by the Transferor to the Trustee, the Certificate Agents and
the Collateral Interest Holder 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 Collateral Interest
Holder of the Collateral Invested Amount and (ii) the Scheduled Series 1999-B
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 or any Partial Amortization Period, to the
Fixed/Floating Allocation Percentage of Collections of Principal Receivables
with respect to such Monthly Period, (ii) 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 (iii) 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, if any, pursuant to Section 4.14 for the following
Distribution Date.
"Average Class A Invested Amount" shall mean, for any Monthly Period,
-------------------------------
the quotient of (a) the summation of the Class A Invested Amount determined as
of each day in that Monthly Period, divided by (b) the number of days in that
Monthly Period.
"Average Class A-1 Invested Amount" shall mean, for any Monthly
---------------------------------
Period, the quotient of (a) the summation of the Class A-1 Invested Amount
determined as of each day in that Monthly Period, divided by (b) the number of
days in that Monthly Period.
2
<PAGE>
"Average Class A-2 Invested Amount" shall mean, for any Monthly
---------------------------------
Period, the quotient of (a) the summation of the Class A-2 Invested Amount
determined as of each day in that Monthly Period, divided by (b) the number of
days in that Monthly Period.
"Average Class B Invested Amount" shall mean, for any Monthly Period,
-------------------------------
the quotient of (a) the summation of the Class B Invested Amount determined as
of each day in that Monthly Period, divided by (b) the number of days in that
Monthly Period.
"Average Class B-1 Invested Amount" shall mean, for any Monthly
---------------------------------
Period, the quotient of (a) the summation of the Class B-1 Invested Amount
determined as of each day in that Monthly Period, divided by (b) the number of
days in that Monthly Period.
"Average Class B-2 Invested Amount" shall mean, for any Monthly
---------------------------------
Period, the quotient of (a) the summation of the Class B-2 Invested Amount
determined as of each day in that Monthly Period, divided by (b) the number of
days in that Monthly Period.
"Average Collateral Invested Amount" shall mean, for any Monthly
----------------------------------
Period, the quotient of (a) the summation of the Collateral Invested Amount
determined as of each day in that Monthly Period, divided by (b) the number of
days in that Monthly Period.
"Average Invested Amount" shall mean, the sum of the Average Class A
-----------------------
Invested Amount, Average Class B Invested Amount and Average Collateral Invested
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
---------
annualized percentage equivalent of the sum of (a) a fraction, the numerator of
which is equal to the sum of (i) the Class A Monthly Interest, (ii) Class B
Monthly Interest, (iii) Class A Increase Cost Amounts up to the Class A Increase
Cost Amount Cap, (iv) Class B Increase Cost Amounts up to the Class B Increase
Cost Amount Cap and (v) the Collateral Monthly Interest for such Monthly Period,
and the denominator of which is the Average Invested Amount for such Monthly
Period and (b) 2.00%.
"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.
3
<PAGE>
"Calculation Date" shall mean July 13, 1999 and the second Business
----------------
Day prior to the 15th day of each calendar month thereafter.
"Certificate Agents" shall mean the DFC Certificate Agent and the
------------------
PARCO Certificate Agent.
"Certificate Principal Balance Increase" shall have the meaning
--------------------------------------
specified in subsection 4.15(a) of the Agreement.
"Certificate Purchase Agreements" shall mean the DFC Certificate
-------------------------------
Purchase Agreement and the PARCO Certificate Purchase Agreement.
"Class A Available Funds" shall mean, with respect to any Monthly
-----------------------
Period, an amount equal to the Class A Floating Allocation Percentage of the
Collections of Finance Charge Receivables in respect of such Monthly Period.
"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 1999-A Certificateholders' Interest evidenced by the Class A
Certificates.
"Class A Certificates" shall have the meaning specified in Section 1
--------------------
of this Series Supplement.
"Class A Fixed/Floating Allocation Percentage" shall mean, for any
--------------------------------------------
Monthly Period during the Amortization Period or any Partial Amortization
Period, the percentage equivalent of a fraction, the numerator of which is equal
to (i) the Class A Invested Amount at the end of the last day of the Revolving
Period minus (ii) any Class A Principal Refinancing Amount paid to the Class A
-----
Certificateholders after such date, 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 a Reset Date occurs and the Servicer
is not required to 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 a Reset 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 as of the close of business on the later of the last
day of the prior Monthly Period or the preceding Reset Date, for the period from
and including the first day of such Monthly Period or the preceding Reset Date
to but excluding the related Reset Date, and (2) the aggregate amount of
Principal Receivables in the Trust as of the close of business on such Reset
Date, for the period from and including such Reset Date to the earlier of the
last day of such Monthly Period (in which case such period shall include such
day) or the next succeeding Reset Date (in which case such period shall not
include such succeeding Reset Date).
4
<PAGE>
"Class A Floating Allocation Percentage" shall mean, for any Monthly
--------------------------------------
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction:
(a) the numerator of which is the Class A Invested Amount as of the
close of business on the last day of the preceding Monthly Period (or in the
case of the first Monthly Period, the Closing Date); and
(b) the denominator of which is equal to the total amount of
Principal Receivables as of the close of business on the last day of the
preceding Monthly Period (or in the case of the first Monthly Period, the
Closing Date);
provided that with respect to any Monthly Period in which a Reset Date occurs:
- --------
(w) if the Servicer is not required to make daily deposits of
Collections into the Collection Account, the numerator determined pursuant
to clause (a) above shall be the Average Class A Invested Amount for such
Monthly Period;
(x) if the Servicer is required to make daily deposits of Collections
into the Collection Account, the numerator determined pursuant to clause
(a) above shall be (1) the Class A Invested Amount as of the close of
business on the later of the last day of the prior Monthly Period or the
preceding Reset Date, for the period from and including the first day of
the current Monthly Period or the preceding Reset Date, as applicable, to
but excluding such Reset Date and (2) the Class A Invested Amount as of the
close of business on such Reset Date, for the period from and including
such Reset Date to the earlier of the last day of such Monthly Period (in
which case such period shall include such day) or the next succeeding Reset
Date (in which case such period shall not include such succeeding Reset
Date);
(y) if the Servicer is not required to make daily deposits of
Collections into the Collection Account, the denominator determined
pursuant to clause (b) above shall be the Average Principal Balance; and
(z) if the Servicer is required to make daily deposits of Collections
into the Collection Account, the denominator determined pursuant to clause
(b) above shall be (1) the aggregate amount of Principal Receivables in the
Trust as of the close of business on the later of the last day of the prior
Monthly Period or the preceding Reset Date, for the period from and
including the first day of such Monthly Period or the preceding Reset Date,
to but excluding the related Reset Date and (2) the aggregate amount of
Principal Receivables in the Trust as of the close of business on such
Reset Date, for the period from and including such Reset Date to the
earlier of the last day of such Monthly Period (in which case such period
shall include such day) or the next succeeding Reset Date (in which case
such period shall not include such succeeding Reset Date).
"Class A Increase Cost Amount" shall mean the sum of the Class A-1
----------------------------
Increase Cost Amount and the Class A-2 Increase Cost Amount.
"Class A Increase Cost Amount Cap" shall mean the sum of the Class A-1
--------------------------------
Increase Cost Amount Cap and the Class A-2 Increase Cost Amount Cap.
5
<PAGE>
"Class A Initial Invested Amount" shall mean the sum of the Class A-1
-------------------------------
Initial Invested Amount and the Class A-2 Initial Invested Amount.
"Class A Invested Amount" shall mean the sum of the Class A-1 Invested
-----------------------
Amount and the Class A-2 Invested Amount.
"Class A Investor Charge-Offs" shall mean the sum of the Class A-1
----------------------------
Investor Charge-Offs and the Class A-2 Investor Charge-Offs.
"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
Default Amount for the related Monthly Period and the Class A Investor
Percentage for the related Monthly Period.
"Class A Investor Percentage" shall mean for any Monthly Period, (a)
---------------------------
with respect to Receivables in Defaulted Accounts, 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 or any Partial Amortization Period, the Class A
Fixed/Floating Allocation Percentage.
"Class A Monthly Interest" shall mean the sum of Class A-1 Monthly
------------------------
Interest and Class A-2 Monthly Interest.
"Class A Monthly Principal" shall mean the monthly principal
-------------------------
distributable in respect of the Class A Certificates as calculated in accordance
with Section 4.07(a)(i).
"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 Average Class A Invested Amount for the preceding Monthly
Period; provided, however, that with respect to the initial Monthly Period the
-------- -------
Class A Monthly Servicing Fee shall be $56,959.
"Class A Outstanding Principal Balance" shall mean the sum of the
-------------------------------------
Class A-1 Outstanding Principal Balance and the Class A-2 Outstanding Principal
Balance.
"Class A Principal Refinancing Amount" shall mean, with respect to any
------------------------------------
date of determination, the product of (a) the amount set forth in subsection
4.17(a)(i) and (b) a fraction, the numerator of which is the Class A Invested
Amount as of such date and the denominator of which is the Invested Amount as of
such date.
"Class A Required Amount" shall have the meaning specified in
-----------------------
subsection 4.08(a).
"Class A-1 Certificate Principal Balance Increase" shall have the
------------------------------------------------
meaning specified in subsection 4.15(a).
"Class A-1 Certificateholder" shall mean the Person in whose name a
---------------------------
Class A-1 Certificate is registered in the Certificate Register.
6
<PAGE>
"Class A-1 Certificateholders' Interest" shall mean the portion of the
--------------------------------------
Series 1999-B Certificateholders' Interest evidenced by the Class A-1
Certificates.
"Class A-1 Certificates" shall have the meaning specified in Section 1
----------------------
of this Series Supplement.
"Class A-1 Increase Cost Amount" shall mean any amount payable by the
------------------------------
Trust in respect of the Class A-1 Certificates pursuant to Section 3.01(b) of
the DFC Certificate Purchase Agreement.
"Class A-1 Increase Cost Amount Cap" shall mean, with respect to any
----------------------------------
Transfer Date, an amount equal to (a) 0.5% of the Class A-1 Invested Amount on
such Transfer Date divided by (b) 12.
----------
"Class A-1 Initial Invested Amount " shall mean the aggregate initial
----------------------------------
principal amount of the Class A-1 Certificates, which is $231,000,000.
"Class A-1 Invested Amount" shall mean, when used with respect to any
-------------------------
date of determination, an amount equal to (a) the Class A-1 Initial Invested
Amount, plus (b) the aggregate amount of Class A-1 Certificate Principal Balance
----
Increases made on or prior to such date, minus (c) the aggregate amount of
-----
principal payments made pursuant to subsections 4.09(g) and 4.09(h) and Section
4.17 to Class A-1 Certificateholders on or prior to such date, minus (d) the
-----
excess, if any, of the aggregate amount of Class A-1 Investor Charge-Offs over
Class A-1 Investor Charge-Offs reimbursed pursuant to subsection 4.12(a) of the
Agreement on or prior to such day; provided that the Class A-1 Invested Amount
--------
may not be reduced below zero.
"Class A-1 Investor Charge-Offs" shall have the meaning specified in
------------------------------
subsection 4.12(a).
"Class A-1 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
Class A Investor Default Amount for the related Monthly Period and the Class A-1
Percentage for the related Monthly Period.
"Class A-1 Monthly Interest" shall mean the monthly interest
--------------------------
distributable in respect of the Class A-1 Certificates as calculated in
accordance with the DFC Certificate Purchase Agreement.
"Class A-1 Outstanding Principal Balance" shall mean, with respect to
---------------------------------------
any date of determination, an amount equal to (a) the Class A-1 Initial Invested
Amount, plus (b) the aggregate amount of Class A-1 Certificate Principal Balance
----
Increases made on or prior to such date, minus (c) the aggregate amount of
-----
principal payments made to the Class A-1 Certificateholders on or prior to such
day.
"Class A-1 Percentage" shall mean, with respect to any Monthly Period,
--------------------
the percentage equivalent of a fraction, the numerator of which is the Average
Class A-1 Invested Amount as of the last day of the immediately preceding
Monthly Period (or in the case of the
7
<PAGE>
first Monthly Period, as of the Closing Date) and the denominator of which is
the Average Class A Invested Amount as of such date.
"Class A-2 Certificate Principal Balance Increase" shall have the
------------------------------------------------
meaning specified in subsection 4.15(a) of the Agreement.
"Class A-2 Certificateholder" shall mean the Person in whose name the
---------------------------
Class A-2 Certificate is registered in the Certificate Register.
"Class A-2 Certificateholders' Interest" shall mean the portion of the
--------------------------------------
Series 1999-B Certificateholders' Interest evidenced by the Class A-2
Certificates.
"Class A-2 Certificates" shall have the meaning specified in Section 1
----------------------
of this Series Supplement.
"Class A-2 Increase Cost Amount" shall mean any amount payable by the
------------------------------
Trust in respect of the Class A-2 Certificates pursuant to Section 3.01(b) of
the PARCO Certificate Purchase Agreement.
"Class A-2 Increase Cost Amount Cap" shall mean, with respect to any
----------------------------------
Transfer Date, an amount equal to (a) 0.5% of the Class A-2 Invested Amount on
such Transfer Date divided by (b) 12.
------- --
"Class A-2 Initial Invested Amount" shall mean the aggregate initial
---------------------------------
principal amount of the Class A-2 Certificates, which is $231,000,000.
"Class A-2 Invested Amount" shall mean, when used with respect to any
-------------------------
date of determination, an amount equal to (a) the Class A-2 Initial Invested
Amount, plus (b) the aggregate amount of Class A-2 Certificate Principal Balance
----
Increases made on or prior to such date, minus (c) the aggregate amount of
-----
principal payments made pursuant to subsections 4.09(g) and 4.09(h) and Section
4.17 to Class A-2 Certificateholders on or prior to such day minus (d) the
-----
excess, if any, of the aggregate amount of Class A-2 Investor Charge-Offs over
Class A-2 Investor Charge-Offs reimbursed pursuant to subsection 4.12(a) of the
Agreement on or prior to such day; provided that the Class A-2 Invested Amount
--------
may not be reduced below zero.
"Class A-2 Investor Charge-Offs" shall have the meaning specified in
------------------------------
subsection 4.12(a).
"Class A-2 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
Class A Investor Default Amount for the related Monthly Period and the
applicable Class A-2 Percentage for the related Monthly Period.
"Class A-2 Monthly Interest" shall mean the monthly interest
--------------------------
distributable in respect of the Class A-2 Certificates as calculated in
accordance with the PARCO Certificate Purchase Agreement.
8
<PAGE>
"Class A-2 Outstanding Principal Balance" shall mean, with respect to
---------------------------------------
any date of determination, an amount equal to (a) the Class A-2 Initial Invested
Amount, plus (b) the aggregate amount of Class A-2 Certificate Principal Balance
----
Increases made on or prior to such date, minus (c) the aggregate amount of
-----
principal payments made to the Class A-2 Certificateholders on or prior to such
day.
"Class A-2 Percentage" shall mean, with respect to any Monthly Period,
--------------------
the percentage equivalent of a fraction, the numerator of which is the Average
Class A-2 Invested Amount as of the last day of the immediately preceding
Monthly Period (or in the case of the first Monthly Period, as of the Closing
Date) and the denominator of which is the Average Class A Invested Amount as of
such date.
"Class B Available Funds" shall mean, with respect to any Monthly
-----------------------
Period, an amount equal to the Class B Floating Allocation Percentage of the
Collections of Finance Charge Receivables in respect of such Monthly Period.
"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 1999-B Certificateholders' Interest evidenced by the Class B
Certificates.
"Class B Certificates" shall have the meaning specified in Section 1
--------------------
of this Series Supplement.
"Class B Fixed/Floating Allocation Percentage" shall mean, for any
--------------------------------------------
Monthly Period during the Amortization Period or any Partial Amortization
Period, the percentage equivalent of a fraction, the numerator of which is equal
to (i) the Class B Invested Amount at the end of the last day of the Revolving
Period minus (ii) any Class B Principal Refinancing Amount paid to the Class B
-----
Certificateholders after such date, 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 a Reset Date occurs and the Servicer
is not required to 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 a Reset 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 as of the close of business on the later of the last
day of the prior Monthly Period or the preceding Reset Date, for the period from
and including the first day of such Monthly Period or the preceding Reset Date,
to but excluding the related Reset Date, and (2) the aggregate amount of
Principal Receivables in the Trust as of the close of business on such Reset
Date, for the period from and including such Reset Date to the earlier of the
last day of such Monthly Period (in which case such period shall include such
day) or the next succeeding Reset Date (in which case such period shall not
include such succeeding Reset Date).
9
<PAGE>
"Class B Floating Allocation Percentage" shall mean, for any Monthly
--------------------------------------
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction:
(a) the numerator of which is the Class B Invested Amount as of the
close of business on the last day of the preceding Monthly Period (or in the
case of the first Monthly Period, the Closing Date); and
(b) the denominator of which is equal to the total amount of
Principal Receivables as of the close of business on the last day of the
preceding Monthly Period (or in the case of the first Monthly Period, the
Closing Date);
provided that with respect to any Monthly Period in which a Reset Date occurs:
- --------
(w) if the Servicer is not required to make daily deposits of
Collections into the Collection Account, the numerator determined pursuant
to clause (a) above shall be the Average Class B Invested Amount for such
Monthly Period;
(x) if the Servicer is required to make daily deposits of Collections
into the Collection Account, the numerator determined pursuant to clause
(a) above shall be (1) the Class B Invested Amount as of the close of
business on the later of the last day of the prior Monthly Period or the
preceding Reset Date, for the period from and including the first day of
the current Monthly Period or the preceding Reset Date, as applicable, to
but excluding such Reset Date and (2) the Class B Invested Amount as of the
close of business on such Reset Date, for the period from and including
such Reset Date to the earlier of the last day of such Monthly Period (in
which case such period shall include such day) or the next succeeding Reset
Date (in which case such period shall not include such succeeding Reset
Date);
(y) if the Servicer is not required to make daily deposits of
Collections into the Collection Account, the denominator determined
pursuant to clause (b) above shall be the Average Principal Balance; and
(z) if the Servicer is required to make daily deposits of Collections
into the Collection Account, the denominator determined pursuant to clause
(b) above shall be (1) the aggregate amount of Principal Receivables in the
Trust as of the close of business on the later of the last day of the prior
Monthly Period or the preceding Reset Date, for the period from and
including the first day of such Monthly Period or the preceding Reset Date,
to but excluding the related Reset Date and (2) the aggregate amount of
Principal Receivables in the Trust as of the close of business on such
Reset Date, for the period from and including such Reset Date to the
earlier of the last day of such Monthly Period (in which case such period
shall include such day) or the next succeeding Reset Date (in which case
such period shall not include such succeeding Reset Date).
"Class B Increase Cost Amount" shall mean the sum of the Class B-1
----------------------------
Increase Cost Amount and the Class B-2 Increase Cost Amount.
"Class B Increase Cost Amount Cap" shall mean the sum of the Class B-1
--------------------------------
Increase Cost Amount Cap and the Class B-2 Increase Cost Amount Cap.
10
<PAGE>
"Class B Initial Invested Amount" shall mean the sum of the Class B-1
-------------------------------
Initial Invested Amount and the Class B-2 Initial Invested Amount.
"Class B Invested Amount" shall mean the sum of the Class B-1 Invested
-----------------------
Amount and the Class B-2 Invested Amount.
"Class B Investor Charge-Offs" shall mean the sum of the Class B-1
----------------------------
Investor Charge-Offs and the Class B-2 Investor Charge-Offs.
"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
Default Amount for the related Monthly Period and the Class B Investor
Percentage for the related Monthly Period.
"Class B Investor Percentage" shall mean for any Monthly Period, (a)
---------------------------
with respect to Receivables in Defaulted Accounts and Finance Charge Receivables
at any time and Principal Receivables during the Revolving Period, the Class B
Floating Allocation Percentage, and (b) with respect to Principal Receivables
during the Amortization Period or any Partial Amortization Period, the Class B
Fixed/Floating Allocation Percentage.
"Class B Monthly Interest" shall mean the sum of Class B-1 Monthly
------------------------
Interest and Class B-2 Monthly Interest.
"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(a)(ii).
"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 Average Class B Invested Amount for the preceding Monthly
Period; provided, however, that with respect to the initial Monthly Period the
-------- -------
Class B Monthly Servicing Fee shall be $4,408.
"Class B Outstanding Principal Balance" shall mean the sum of the
-------------------------------------
Class B-1 Outstanding Principal Balance and the Class B-2 Outstanding Principal
Balance.
"Class B Principal Refinancing Amount" shall mean, with respect to any
------------------------------------
date of determination, the product of (a) the amount set forth in subsection
4.17(a)(i) and (b) a fraction, the numerator of which is the Class B Invested
Amount as of such date and the denominator of which is the Invested Amount as of
such date.
"Class B Required Amount" shall have the meaning specified in
-----------------------
subsection 4.08(b).
"Class B-1 Certificate Principal Balance Increase" shall have the
------------------------------------------------
meaning specified in subsection 4.15(a).
"Class B-1 Certificateholder" shall mean the Person in whose name a
---------------------------
Class B-1 Certificate is registered in the Certificate Register.
11
<PAGE>
"Class B-1 Certificateholders' Interest" shall mean the portion of the
--------------------------------------
Series 1999-B Certificateholders' Interest evidenced by the Class B-1
Certificates.
"Class B-1 Certificates" shall have the meaning specified in Section 1
----------------------
of this Series Supplement.
"Class B-1 Increase Cost Amount" shall mean any amount payable by the
------------------------------
Trust in respect of the Class B-1 Certificates pursuant to Section 3.01(c) of
the DFC Certificate Purchase Agreement.
"Class B-1 Increase Cost Amount Cap" shall mean, with respect to any
----------------------------------
Transfer Date, an amount equal to (a) 0.5% of the Class B-1 Invested Amount on
such Transfer Date divided by (b) 12.
----------
"Class B-1 Initial Invested Amount" shall mean the aggregate initial
---------------------------------
principal amount of the Class B-1 Certificates, which is $17,875,000.
"Class B-1 Invested Amount" shall mean, on any date of determination,
-------------------------
an amount equal to (a) the Class B-1 Initial Invested Amount, plus (b) the
----
aggregate amount of Class B-1 Certificate Principal Balance Increases made on or
prior to such date, minus (c) the aggregate amount of principal payments made
-----
pursuant to subsections 4.09(g) and (h) and Section 4.17 to Class B-1
Certificateholders on or prior to such date, minus (d) the aggregate amount of
-----
Class B-1 Investor Charge-Offs for all prior Transfer Dates pursuant to
subsection 4.12(b), minus (e) the amount of the Reallocated Class B-1 Principal
-----
Collections allocated pursuant to subsection 4.14(b) on all prior Transfer Dates
for which the Collateral Interest has not been reduced, minus (f) an amount
-----
equal to the amount by which the Class B-1 Invested Amount has been reduced on
all prior Transfer Dates pursuant to subsection 4.12(a), plus (g) the aggregate
----
amount of Excess Spread allocated and available on all prior Transfer Dates
pursuant to subsection 4.13(e) for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (d), (e) and (f); provided that the Class B-1
Invested Amount may not be reduced below zero.
"Class B-1 Investor Charge-Offs" shall have the meaning specified in
------------------------------
subsection 4.12(b) of the Agreement.
"Class B-1 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
Class B Investor Default Amount for the related Monthly Period and the
applicable Class B-1 Percentage for the related Monthly Period.
"Class B-1 Monthly Interest" shall mean the monthly interest
--------------------------
distributable in respect of the Class B-1 Certificates as calculated in
accordance with the DFC Certificate Purchase Agreement.
"Class B-1 Outstanding Principal Balance" shall mean, with respect to
---------------------------------------
any date of determination, an amount equal to (a) the Class B-1 Initial Invested
Amount, plus (b) the aggregate amount of Class B-1 Certificate Principal Balance
----
Increases made on or prior to such
12
<PAGE>
date, minus (c) the aggregate amount of principal payments made to the Class B-1
-----
Certificateholders on or prior to such day.
"Class B-1 Percentage" shall mean, with respect to any Monthly Period,
--------------------
the percentage equivalent of a fraction, the numerator of which is the Average
Class B-1 Invested Amount as of the last day of the immediately preceding
Monthly Period (or in the case of the first Monthly Period, as of the Closing
Date) and the denominator of which is the Average Class B Invested Amount as of
such date.
"Class B-2 Certificate Principal Balance Increase" shall have the
------------------------------------------------
meaning set forth in subsection 4.15(a).
"Class B-2 Certificateholder" shall mean the Person in whose name a
---------------------------
Class B-2 Certificate is registered in the Certificate Register.
"Class B-2 Certificateholders' Interest" shall mean the portion of the
--------------------------------------
Series 1999-B Certificateholders' Interest evidenced by the Class B-2
Certificates.
"Class B-2 Certificates" shall have the meaning specified in Section 1
----------------------
of this Series Supplement.
"Class B-2 Increase Cost Amount" shall mean any amount payable by the
------------------------------
Trust in respect of the Class B-2 Certificates pursuant to Section 3.01(c) of
the PARCO Certificate Purchase Agreement.
"Class B-2 Increase Cost Amount Cap" shall mean, with respect to any
----------------------------------
Transfer Date, an amount equal to (a) 0.5% of the Class B-2 Invested Amount on
such Transfer Date divided by (b) 12.
------- --
"Class B-2 Initial Invested Amount" shall mean the aggregate initial
---------------------------------
principal amount of the Class B-2 Certificates, which is $17,875,000.
"Class B-2 Invested Amount" shall mean, on any date of determination,
-------------------------
an amount equal to (a) the Class B-2 Initial Invested Amount, plus (b) the
----
aggregate amount of Class B-2 Certificate Principal Balance Increases made on or
prior to such date, minus (c) the aggregate amount of principal payments made
-----
pursuant to subsections 4.09(g) and (h) and Section 4.17 to Class B-2
Certificateholders on or prior to such date, minus (d) the aggregate amount of
-----
Class B-2 Investor Charge-Offs for all prior Transfer Dates pursuant to
subsection 4.12(b), minus (e) the amount of the Reallocated Class B-2 Principal
-----
Collections allocated pursuant to subsection 4.14(b) on all prior Transfer Dates
for which the Collateral Interest has not been reduced, minus (f) an amount
-----
equal to the amount by which the Class B-2 Invested Amount has been reduced on
all prior Transfer Dates pursuant to subsection 4.12(a), plus (g) the aggregate
----
amount of Excess Spread allocated and available on all prior Transfer Dates
pursuant to subsection 4.13(e) for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (d), (e) and (f); provided that the Class B-2
Invested Amount may not be reduced below zero.
13
<PAGE>
"Class B-2 Investor Charge-Offs" shall have the meaning specified in
------------------------------
subsection 4.12(b) of the Agreement.
"Class B-2 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
Class B Investor Default Amount for the related Monthly Period and the
applicable Class B-2 Percentage for the related Monthly Period.
"Class B-2 Monthly Interest" shall mean the monthly interest
--------------------------
distributable in respect of the Class B-2 Certificates as calculated in
accordance with the PARCO Certificate Purchase Agreement.
"Class B-2 Outstanding Principal Balance" shall mean, with respect to
---------------------------------------
any date of determination, an amount equal to (a) the Class B-2 Initial Invested
Amount, plus (b) the aggregate amount of Class B-2 Certificate Principal Balance
----
Increases made on or prior to such date, minus (c) the aggregate amount of
-----
principal payments made to the Class B-2 Certificateholders on or prior to such
day.
"Class B-2 Percentage" shall mean, with respect to any Monthly Period,
--------------------
the percentage equivalent of a fraction, the numerator of which is the Average
Class B-2 Invested Amount as of the last day of the immediately preceding
Monthly Period (or in the case of the first Monthly Period, as of the Closing
Date) and the denominator of which is the Average Class B Invested Amount as of
such date.
"Closing Date" shall mean June 28, 1999.
------------
"Code" shall mean the Internal Revenue Code of 1986, as amended.
----
"Collateral Available Funds" shall mean, with respect to any Monthly
--------------------------
Period, an amount equal to the Collateral Floating Allocation Percentage of the
Collections of Finance Charge Receivables in respect of such Monthly Period.
"Collateral Base Rate" shall mean, with respect to any Monthly Period,
--------------------
the sum of (a) the annualized percentage equivalent of a fraction, the numerator
of which is equal to the sum of the Class A Monthly Interest, Class B Monthly
Interest and the Collateral Monthly Interest for such Monthly Period and the
denominator of which is the Average Invested Amount for such Monthly Period plus
----
(b) the Series Servicing Fee Percentage per annum.
"Collateral Fixed/Floating Allocation Percentage" shall mean, for any
-----------------------------------------------
Monthly Period during the Amortization Period or any Partial Amortization
Period, the percentage equivalent of a fraction, the numerator of which is equal
to (i) the Collateral Invested Amount at the end of the last day of the
Revolving Period minus (ii) any Collateral Principal Refinancing Amount paid to
-----
the Collateral Interest Holder after such date 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 a Reset Date occurs
- -------
14
<PAGE>
and the Servicer is not required to 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 a Reset 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 as of the close of business on the later of
the last day of the prior Monthly Period or the preceding Reset Date, for the
period from and including the first day of such Monthly Period or the preceding
Reset Date, to but excluding the related Reset Date, and (2) the aggregate
amount of Principal Receivables in the Trust as of the close of business on such
Reset Date, for the period from and including such Reset Date to the earlier of
the last day of such Monthly Period (in which case such period shall include
such day) or the next succeeding Reset Date (in which case such period shall not
include such succeeding Reset Date).
"Collateral Floating Allocation Percentage" shall mean, for any
-----------------------------------------
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%), of a fraction:
(a) the numerator of which is the Collateral Invested Amount as of
the close of business on the last day of the preceding Monthly Period (or in the
case of the first Monthly Period, the Closing Date); and
(b) the denominator of which is equal to the total amount of
Principal Receivables as of the close of business on the last day of the
preceding Monthly Period (or in the case of the first Monthly Period, the
Closing Date);
provided that with respect to any Monthly Period in which a Reset Date occurs:
- --------
(w) if the Servicer is not required to make daily deposits of
Collections into the Collection Account, the numerator determined pursuant
to clause (a) above shall be the Average Collateral Invested Amount for
such Monthly Period;
(x) if the Servicer is required to make daily deposits of Collections
into the Collection Account, the numerator determined pursuant to clause
(a) above shall be (1) the Collateral Invested Amount as of the close of
business on the later of the last day of the prior Monthly Period or the
preceding Reset Date, for the period from and including the first day of
the current Monthly Period or the preceding Reset Date, as applicable, to
but excluding such Reset Date and (2) the Collateral Invested Amount as of
the close of business on such Reset Date, for the period from and including
such Reset Date to the earlier of the last day of such Monthly Period (in
which case such period shall include such day) or the next succeeding Reset
Date (in which case such period shall not include such succeeding Reset
Date);
(y) if the Servicer is not required to make daily deposits of
Collections into the Collection Account, the denominator determined
pursuant to clause (b) above shall be the Average Principal Balance; and
(z) if the Servicer is required to make daily deposits of Collections
into the Collection Account, the denominator (determined pursuant to clause (b)
above) shall be (1) the
15
<PAGE>
aggregate amount of Principal Receivables in the Trust as of the close of
business on the later of the last day of the prior Monthly Period or the
preceding Reset Date, for the period from and including the first day of such
Monthly Period or the preceding Reset Date, to but excluding the related Reset
Date and (2) the aggregate amount of Principal Receivables in the Trust as of
the close of business on such Reset Date, for the period from and including such
Reset Date to the earlier of the last day of such Monthly Period (in which case
such period shall include such day) or the next succeeding Reset Date (in which
case such period shall not include such succeeding Reset Date).
"Collateral Initial Invested Amount" shall mean $52,250,000.
----------------------------------
"Collateral Interest" shall mean, on any date of determination, a
-------------------
fractional Undivided Interest in the Trust that shall consist of the right to
receive, to the extent necessary to make the required payments to the Collateral
Interest Holder 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.
"Collateral Interest Holder" shall mean the Person(s) so designated in
--------------------------
the Loan Agreement.
"Collateral Interest Holder Interest" shall mean the portion of the
-----------------------------------
Series 1999-B Certificateholders' Interest allocable to the Collateral Interest
Holder.
"Collateral Invested Amount" shall mean, when used with respect to any
--------------------------
date of determination, an amount equal to (a) the Collateral Initial Invested
Amount plus (b) the aggregate amount of Collateral Principal Balance Increases
----
made on or prior to such date, minus (c) the aggregate amount of principal
-----
payments made pursuant to subsections 4.09(e), and 4.09(f) and Section 4.17 to
the Collateral Interest Holder on or prior to such day, minus (d) the aggregate
-----
amount of Collateral Investor Charge-Offs for all prior Distribution Dates
pursuant to subsection 4.12(c) of the Agreement, minus (e) the amount of the
-----
Reallocated Principal Collections allocated on all prior Distribution Dates
pursuant to Section 4.14 of the Agreement, minus (f) an amount equal to the
-----
amount by which the Collateral Invested Amount has been reduced on all prior
Distribution Dates pursuant to subsections 4.12(a) and (b) of the Agreement and
plus (g) 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
(d), (e) and (f); provided, however, that the Collateral Invested Amount may not
-------- -------
be reduced below zero.
"Collateral Investor Charge-Offs" shall have the meaning specified in
-------------------------------
subsection 4.12(c) of the Agreement.
"Collateral 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
Default Amount for the related Monthly Period and the Collateral Investor
Percentage applicable for the related Monthly Period.
16
<PAGE>
"Collateral Investor Percentage" shall mean for any Monthly Period,
------------------------------
(a) with respect to Receivables in Defaulted Accounts and Finance Charge
Receivables at any time and Principal Receivables during the Revolving Period,
the Collateral Floating Allocation Percentage, and (b) with respect to Principal
Receivables during the Amortization Period or any Partial Amortization Period,
the Collateral Fixed/Floating Allocation Percentage.
"Collateral Monthly Interest" shall mean all amounts in respect of
---------------------------
interest payable with respect to any interest period in accordance with Section
2.3 of the Loan Agreement.
"Collateral Monthly Principal" shall mean the monthly principal
----------------------------
distributable in respect of the Collateral Invested Amount as calculated in
accordance with subsection 4.07(a)(iii) of the Agreement.
"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 Average Collateral Invested Amount for the preceding Monthly
Period; provided, however, that with respect to the initial Monthly Period the
-------- -------
Collateral Monthly Servicing Fee shall be $6,442.
"Collateral Outstanding Principal Balance" shall mean, with respect to
----------------------------------------
any date of determination, an amount equal to (a) the Collateral Initial
Invested Amount, plus (b) the aggregate amount of Collateral Principal Balance
----
Increases made on or prior to such date, minus (c) the aggregate amount of
-----
principal payments made to the Collateral Interest Holder on or prior to such
day.
"Collateral Principal Balance Increase" shall have the meaning set
-------------------------------------
forth in subsection 4.15(a).
"Collateral Principal Refinancing Amount" shall mean with respect to
---------------------------------------
any date of determination, the product of (a) the amount set forth in subsection
4.17(a)(i) and (b) a fraction, the numerator of which is the Collateral Invested
Amount and the denominator of which is the Invested Amount.
"Conduit Purchaser" shall have the meaning set forth in the applicable
-----------------
Certificate Purchase Agreement.
"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.
"Determination Date" shall mean the first Business Day on or before
------------------
the eighth calendar day prior to each Distribution Date.
"DFC Certificate Agent" shall mean Morgan Guaranty Trust Company of
---------------------
New York, as agent for the purchasers under the DFC Certificate Purchase
Agreement.
"DFC Certificate Purchase Agreement" shall mean the agreement with
----------------------------------
respect to the purchase of the Class A-1 Certificates and Class B-1
Certificates, among the Transferor, the Servicer, the DFC Certificate Agent and
the purchasers named therein, dated as of June 28, 1999, as amended, modified
and supplemented from time to time.
17
<PAGE>
"Distribution Date" shall mean July 19, 1999 and the 19th day of each
-----------------
calendar month thereafter, or if such 19th 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 Collateral Interest, and with
respect to the Class B Certificates, the subordination of the Collateral
Interest.
"Enhancement Provider" shall mean the Collateral Interest Holder.
--------------------
"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)(v), 4.09(b)(iv) and 4.09(c)(ii) of the Agreement with respect to such
Transfer Date.
"Excess Principal Collections" shall mean 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 (a) the Net Portfolio Yield exceeds (b) the
Collateral Base Rate.
"Extension Notice" shall have the meaning set forth in Section 4.16.
----------------
"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 date of
------------------------------------
determination the sum of the applicable (a) Class A Fixed/Floating Allocation
Percentage, (b) Class B Fixed/Floating Allocation Percentage, and (c) Collateral
Fixed/Floating Allocation Percentage.
"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
Collateral Floating Allocation Percentage.
"Increase Conditions" shall mean, with respect to any requested
-------------------
Certificate Principal Balance Increase to be made on any Increase Date
hereunder, all of the following:
(a) the request with respect to such Certificate Principal Balance
Increase shall have been delivered to the Trustee and each
Certificate Agent by the Increase Date, and shall otherwise
conform to the requirements, specified in subsection 4.15(a) of
the Agreement;
(b) the Trustee and the Certificate Agents shall have received
confirmation from the Servicer that the Collateral Invested
Amount equals or exceeds the Required Collateral Invested Amount
determined after giving effect to such Certificate Principal
Balance Increase;
18
<PAGE>
(c) after giving effect to such Certificate Principal Balance
Increase, the Class A and Class B Outstanding Principal Balance
shall not exceed the Maximum Certificate Invested Amount;
(d) such Certificate Principal Balance Increase shall be in a minimum
amount equal to the lesser of (i) the excess of (A) the Maximum
Certificate Invested Amount over (B) the Class A and Class B
Outstanding Principal Balance and (ii) an amount selected by the
Transferor equal to $10,000,000 or an integral multiple of
$1,000,000 in excess of $10,000,000;
(e) the Transferor's Interest shall be greater than the Minimum
Transferor Interest after giving effect to such Certificate
Principal Balance Increase;
(f) no Pay Out Event with respect to Series 1999-B or an event that,
after the giving of notice or the lapse of time, would constitute
a Pay Out Event with respect to Series 1999-B, has occurred and
is continuing;
(g) as of such Increase Date (i) no Partial Amortization Amount shall
remain outstanding, (ii) no Monthly Interest or other amount due
and payable to any Series 1999-B Certificateholder prior to such
date shall remain outstanding, (iii) no unreimbursed Class A,
Class B or Collateral Investor Charge-Offs shall remain
outstanding and (iv) no other amounts due and payable under the
Certificate Purchase Agreement or the Loan Agreement shall remain
outstanding;
(h) no Servicer Default with respect to the Agreement or an event
that, after the giving of notice or the lapse of time, would
constitute a Servicer Default with respect to the Agreement, has
occurred and is continuing;
(i) as of such Increase Date, the sum of the Class B Invested Amount
and the Collateral Invested Amount when divided by the Invested
Amount shall be a fraction, the percentage equivalent of which
shall be not less than 16% (after giving effect to the
Certificate Principal Balance Increase to be effected on such
date);
(j) the Transferor shall have delivered to the Trustee and the
Certificate Agents an Officer's Certificate dated such Increase
Date certifying (x) that the conditions described in paragraphs
(a) through (i) have been satisfied and (y) that based on the
facts known to the officer signing such Officer's Certificate at
such time, in the reasonable belief of the Transferor, such
Certificate Principal Balance Increase will not cause a Pay Out
Event with respect to Series 1999-B to occur or an event that,
after the giving of notice or the lapse of time, would constitute
a Pay Out Event with respect to Series 1999-B; and
(k) the Transferor shall have made a deposit to the Finance Charge
Account in an amount set forth in the notice of Certificate
Principal Balance Increase
19
<PAGE>
set forth in Exhibit E, to be applied as Collections of Finance
---------
Charge Receivables allocated to the Series 1999-B Certificates.
"Increase Date" shall have the meaning specified in subsection 4.15(a)
-------------
of the Agreement.
"Initial Invested Amount" shall mean the aggregate initial principal
-----------------------
amount of the Investor Certificates of Series 1999-B, which is $550,000,000.
"Interest Component" shall mean, with respect to any Interest Payment
------------------
Date, the interest component of Related Commercial Paper and the dealer fees and
commissions due and payable on such day.
"Interest Funding Account" shall have the meaning set forth in
------------------------
Section 6.
"Interest Payment Date" shall mean (a) prior to the commencement of
---------------------
the Amortization Period, each day Related Commercial Paper matures, and (b)
during the Amortization Period, each Distribution Date.
"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 Collateral Invested Amount each as of such date.
"Investor Certificateholder" shall mean the holder of record of an
--------------------------
Investor Certificate of Series 1999-B.
"Investor Certificates" shall mean the Class A Certificates and the
---------------------
Class B Certificates and the Collateral Interest.
"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
Investor Percentage for the related Monthly Period.
"Investor Monthly Servicing Fee" shall mean the sum of the Class A
------------------------------
Monthly Servicing Fees, Class B Monthly Servicing Fees and Collateral Monthly
Servicing Fees.
"Investor Percentage" shall mean for any Monthly Period, (a) with
-------------------
respect to Finance Charge Receivables and Receivables in Defaulted Accounts 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 or any Partial Amortization Period, the Fixed/Floating
Allocation Percentage.
"Issuance Date" shall mean the Closing Date.
-------------
"Loan Agreement" shall mean the agreement among the Transferor,
--------------
Servicer, Trustee, The Chase Manhattan Bank, as Agent, and the CA Investors
party thereto, dated as of June 28, 1999, as amended or modified from time to
time.
20
<PAGE>
"Mandatory Partial Amortization Amount" shall mean, with respect to a
-------------------------------------
Partial Expiration Event, the aggregate amount of the decrease to the applicable
Class A-1, Class A-2, Class B-1 and Class B-2 Invested Amount set forth in the
written notice delivered by a Certificate Agent relating to a Partial Expiration
Event pursuant to a Certificate Purchase Agreement.
"Maximum Certificate Invested Amount" shall mean with respect to
-----------------------------------
Series 1999-B $550,000,000 or such other amount that the Transferor and the
Certificate Agents may agree to in writing from time to time less any Mandatory
----
Partial Amortization Amounts less any reduction in the Collateral Invested
----
Amount relating to a Partial Expiration Event.
"Minimum Collateral Invested Amount" shall mean, as of any date of
----------------------------------
determination, (i) if the Class A and Class B Invested Amount is greater than
zero, three percent of the largest Invested Amount on or prior to such date or
any lesser amount with the consent of Standard & Poor's and the holders of the
Investor Certificates or (ii) if the Class A and Class B Invested Amount is
zero, zero.
"Minimum Transferor Interest" shall mean, with respect to any period,
---------------------------
4% of the average of the aggregate amount of Principal Receivables for such
period.
"Monthly Interest" shall mean, with respect to any Distribution Date,
----------------
the sum of the Class A Monthly Interest, the Class B Monthly Interest and the
Collateral Monthly Interest distributable in respect of the Series 1999-B
Certificates as calculated in accordance with Section 4.06.
"Monthly Period" shall have the meaning specified in the Agreement,
--------------
except that the first Monthly Period with respect to the Series 1999-B
Certificates shall begin on and include the Closing Date and shall end on and
include June 30, 1999.
"Monthly Principal" shall mean the monthly principal distributable in
-----------------
respect of the Series 1999-B Certificates as calculated in accordance with
Section 4.07 of the Agreement.
"Net Portfolio Yield" shall mean for the Series 1999-B 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 1999-B Certificates for
such Monthly Period to be calculated on a cash basis after subtracting an amount
equal to the Investor Default Amount for such Monthly Period, and the
denominator of which is the Average Invested Amount for the Monthly Period.
"Notice Date" shall have the meaning specified in Section 4.15.
-----------
"PARCO Certificate Agent" shall mean The Chase Manhattan Bank as agent
-----------------------
for the purchasers under the PARCO Certificate Purchase Agreement.
"PARCO Certificate Purchase Agreement" shall mean the agreement with
------------------------------------
respect to the purchase of the Class A-2 Certificates and the Class B-2
Certificates, among the Transferor, the Servicer, the PARCO Certificate Agent
and the purchasers named therein, dated as of June 28, 1999, as amended,
modified and supplemented from time to time.
21
<PAGE>
"Partial Amortization" shall have the meaning specified in subsection
--------------------
4.07(b) of the Agreement.
"Partial Amortization Amount" shall have the meaning specified in
---------------------------
subsection 4.07(b) of the Agreement.
"Partial Amortization Period" shall mean the period beginning on the
---------------------------
date set forth in any notice of Partial Amortization delivered pursuant to
subsection 4.07(b) of the Agreement and ending on the earliest of (i) the date
on which the applicable Partial Amortization Amount shall have been paid in full
and (ii) the commencement of the Amortization Period.
"Partial Amortization Payment Date" shall mean any date on which
---------------------------------
Partial Amortization Principal is paid to Investor Certificateholders.
"Partial Amortization Principal" is defined in subsection 4.07(b) of
------------------------------
the Agreement.
"Partial Expiration Event" shall have the meaning specified in a
------------------------
Certificate Purchase Agreement.
"Pay Out Commencement Date" shall mean the earliest to occur of (i)
-------------------------
the date on which a Trust Pay Out Event is deemed to occur pursuant to Section
9.01 of the Agreement and (ii) the date on which a Series 1999-B Pay Out Event
is deemed to occur pursuant to Section 8 of this Series Supplement.
"Paying Agent" shall mean The Bank of New York.
------------
"Principal Shortfalls" shall mean, with respect to any Distribution
--------------------
Date during the Amortization Period, the amount, if any, by which the Invested
Amount exceeds Available Investor Principal Collections for such Distribution
Date.
"pro rata" shall mean with respect to each Class an allocation based
--- ----
upon the Class A and Class B Outstanding Principal Balances and Collateral
Outstanding Principal Balance.
"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 Class B-1 Principal Collections" shall mean the product
-------------------------------------------
of Reallocated Class B Principal Collections and the Class B-1 Percentage.
22
<PAGE>
"Reallocated Class B-2 Principal Collections" shall mean the product
-------------------------------------------
of Reallocated Class B Principal Collections and the Class B-2 Percentage.
"Reallocated 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 Collateral Principal Collections.
"Refinancing Amount" shall have the meaning specified in Section
------------------
4.17.
"Refinancing Date" shall have the meaning specified in Section 4.17.
----------------
"Refinancing Event" shall have the meaning specified in Section 4.17.
-----------------
"Related Commercial Paper" shall mean commercial paper issued by a
------------------------
Conduit Purchaser, the proceeds of which were used to acquire, or refinance the
acquisition of, an interest in the Series 1999-B Certificates.
"Required Collateral Invested Amount" shall mean (a) initially,
-----------------------------------
$52,250,000 and (b) on any Transfer Date thereafter, 9.5% of the sum of the
Invested Amount on such Transfer Date, in each case after taking into account
payments to be made on the related Distribution Date; provided that (x) if
--------
either (i) there is a reduction in the Collateral Invested Amount pursuant to
clause (d), (e) or (f) of the definition of such term or (ii) a Pay Out Event
with respect to the Investor Certificates has occurred, the Required Collateral
Invested Amount for any Transfer Date shall (subject to clauses (y) and (z))
equal the Required Collateral Invested Amount for the Transfer Date immediately
preceding such reduction or Pay Out Event, (y) in no event shall the Required
Collateral Invested Amount exceed the sum of (i) the Class A Outstanding
Principal Balance and (ii) the Class B Outstanding Principal Balance, each as of
the last day of the Monthly Period preceding such Transfer Date after taking
into account the payments to be made on the related Distribution Date and (z)
the Required Collateral Invested Amount may be reduced at the Transferor's
option at any time to a lesser amount if the Certificate Agents have given their
prior written consent to such reduction; provided, however, that the Required
-------- -------
Collateral Invested Amount shall not be less than the Minimum Collateral
Invested Amount.
"Reset Date" shall mean each of (a) an Addition Date, (b) a Removal
----------
Date, (c) a date on which a Certificate Principal Balance Increase occurs, (d) a
date on which all or a portion of a Partial Amortization Amount is remitted to
the Investor Certificateholders and (e) any date on which a Refinancing Event
occurs.
"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 Amortization
Period commences and (b) the Pay
23
<PAGE>
Out Commencement Date; provided that the Revolving Period shall be temporarily
--------
suspended for the duration of any Partial Amortization Period.
"Scheduled Series 1999-B Termination Date" shall mean the January 2005
----------------------------------------
Distribution Date, if the Revolving Period is extended pursuant to Section 4.16,
such later date as shall be set forth in the Extension Notice delivered by the
Transferor to the Trustee, the Certificate Agents and the Collateral Interest
Holder.
"Series 1999-B" shall mean the Series of the First USA Credit Card
-------------
Master Trust represented by the Investor Certificates.
"Series 1999-B Certificateholder" shall mean the holder of record of
-------------------------------
any Series 1999-B Certificate.
"Series 1999-B Certificateholders' Interest" shall have the meaning
------------------------------------------
specified in Section 4.04 of the Agreement.
"Series 1999-B Certificates" shall have the meaning specified in
--------------------------
Section 1 of this Series Supplement.
"Series 1999-B Pay Out Event" shall have the meaning specified in
---------------------------
Section 8 of this Series Supplement.
"Series 1999-B Termination Date" shall mean the earlier to occur of
------------------------------
(i) after the commencement of the Amortization Period, the day after the
Distribution Date on which the Investor Certificates are paid in full, or (ii)
the Scheduled Series 1999-B Termination Date.
"Series Servicing Fee Percentage" shall mean 1.50% for so long as
-------------------------------
First USA is the Servicer or 2.00% if First USA is no longer the Servicer.
"Servicer Advances" shall have the meaning specified in Section 4.11.
-----------------
"Specified Date" shall have the meaning set forth in Section 4.07(b).
--------------
"Subordinate Principal Collections" shall have the meaning set forth
---------------------------------
in subsection 4.05(b)(ii) of the Agreement.
"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 1999-B
-------------------------------
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 highest Invested
Amount outstanding at any time since the Closing Date. The deposit required in
24
<PAGE>
connection with any such repurchase shall be equal to the Invested Amount plus
----
accrued and unpaid interest on the Series 1999-B Certificates to the
Distribution Date on which the repurchase occurs plus any other amounts due on
----
the Series 1999-B Certificates pursuant to the Certificate Purchase Agreement.
SECTION 4. Delivery and Payment for the Series 1999-B Certificates. The
-------------------------------------------------------
Transferor shall execute and deliver the Class A Certificates and the Class B
Certificates to the Trustee for authentication in accordance with Section 6.01
of the Agreement. The Trustee shall deliver the Class A Certificates and the
Class B Certificates when authenticated in accordance with Section 6.02 of the
Agreement.
SECTION 5. Depositary; Form of Delivery of the Series 1999-B Certificates.
--------------------------------------------------------------
The Class A Certificates and the Class B Certificates shall be delivered as
Registered Certificates as provided in this Section 5.
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), (c), and (d) of the Agreement which shall, for
purposes of this Series Supplement, read in their entirety as follows:
"(b) The Finance Charge, Principal, Interest Funding and Defeasance
--------------------------------------------------------------
Accounts. The Trustee, for the benefit of the Series 1999-B
--------
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, four segregated trust accounts (the "Finance
-------
Charge Account", "Principal Account", "Interest Funding Account" and
-------------- ----------------- ------------------------
"Defeasance Account", respectively), bearing a designation clearly
-------------------
indicating that the funds therein are held for the benefit of the Series
1999-B Certificateholders. The Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the Finance Charge
Account, the Principal Account, the Interest Funding Account and the
Defeasance Account and in all proceeds thereof. The Finance Charge
Account, the Principal Account, the Interest Funding Account and the
Defeasance Account shall be under the sole dominion and control of the
Trustee for the benefit of the Series 1999-B 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, the Principal Account, the Interest Funding Account and the
Defeasance 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, the Finance Charge Account, the
Interest Funding Account and the Defeasance Account and that funds held
therein shall at all times be held in trust for the benefit of the Series
1999-B Certificateholders.
(c) The Distribution Account. The Trustee, for the benefit of the
------------------------
Series 1999-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 Paying Agent, a non-interest bearing segregated account (the
"Distribution Account") bearing a designation clearly indicating that the
---------------------
funds deposited
25
<PAGE>
therein are held in trust for the benefit of the Series 1999-B
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 1999-B
Certificateholders.
(d) Administration of the Finance Charge Account, Principal Account,
----------------------------------------------------------------
Interest Funding Account and Defeasance Account. Funds on deposit in the
-----------------------------------------------
Principal Account, Finance Charge Account, Interest Funding Account and
Defeasance Account shall at all times be invested in Permitted Investments.
Any such investment shall mature and such funds shall be available for
withdrawal on or prior to the Transfer Date following the Record Date
occurring in the Monthly Period in which such funds were processed for
collection. The Trustee shall maintain for the benefit of the Investor
Certificateholders possession of the negotiable instruments or securities
evidencing the Permitted Investments described in clause (a) of the
definition thereof from the time of purchase thereof until the time of sale
or maturity; provided, that no such investment shall be disposed of prior
--------
to its maturity date. At the end of each month, all interest and earnings
(net of losses and investment expenses) on funds on deposit in (i) the
Principal Account and Finance Charge Account, shall be deposited by the
Trustee in a separate deposit account with a Qualified Institution in the
name of the Servicer, or a Person designated in writing by the Servicer,
which shall not constitute a part of the Trust, or shall otherwise be
turned over by the Trustee to the Servicer not less frequently than monthly
and (ii) the Interest Funding Account and Defeasance Account shall be
deposited by the Trustee to the Finance Charge Account and such amounts
shall be treated as Collections of Finance Charge Receivables allocable to
Series 1999-B. Subject to the restrictions set forth above, the Servicer,
or a Person designated in writing by the Servicer, of which the Trustee
shall have received written notification thereof, shall have the authority
to instruct the Trustee with respect to the investment of funds on deposit
in the Principal Account, Finance Charge Account, Interest Funding Account
and Defeasance Account. For purposes of determining the availability of
funds or the balances in the Finance Charge Account and Principal Account
for any reason under this Agreement, all investment earnings on such funds
shall be deemed not to be available or on deposit."
(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 1999-B Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.04. Rights of Certificateholders and the Collateral
-----------------------------------------------
Interest Holder. 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
26
<PAGE>
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, and the Distribution Account (for such Series, the "Series 1999-B
-------------
Certificateholders' Interest"). The Collateral Interest 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 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 or the Distribution Account allocable to
the Series 1999-B 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 1999-B 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, and
(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 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 1999-B 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 $260,000 to be applied as Collections of
-------
Finance Charge Receivables allocated to the Series 1999-B Certificates.
Notwithstanding the foregoing, (A) on each Date of Processing from and
including each Daily Deposit Date to but excluding the immediately
succeeding Reversion Date, and (B) for any Monthly Period where Monthly
Interest cannot be calculated prior to the end of such Monthly Period, the
Servicer shall be required to allocate to the Series 1999-B
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
27
<PAGE>
Percentage and (ii) the aggregate amount of Collections of Finance Charge
Receivables on such Date of Processing.
(ii) Allocate to the Series 1999-B 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 for such Monthly Period
available on the related Transfer Date in accordance with subsection
4.05(f) of the Agreement; provided, however, that the amount to be paid to
-------- -------
the Transferor pursuant to this subsection 4.05(b)(ii) of the Agreement on
any Date of Processing shall be paid only if the Transferor Interest on
such Date of Processing is greater than the Minimum Transferor Interest
(after giving effect to all Principal Receivables transferred to the Trust
on such Date of Processing and after giving effect to Collections of
Principal Receivables on such Date of Processing) and otherwise shall be
deposited in the Collection Account and applied in accordance with
subsection 4.03(f) of the Agreement; provided, further, however, that on
-------- ------- -------
and after the Calculation Date if the amounts previously deposited in the
Finance Charge Account with respect to the current Monthly Period pursuant
to subsection 4.05(b)(i) of the Agreement are less than the Monthly
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 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 any Partial Amortization Period.
--------------------------------------------------------
During any Partial 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 1999-B 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 1999-B 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 difference between the Partial
Amortization Amount for such Partial Amortization Period and the total
amount of Partial Amortization Principal previously paid for such Partial
Amortization Period to
28
<PAGE>
the Class A-1 Certificateholders, Class A-2 Certificateholders, Class B-1
Certificateholders and Class B-2 Certificateholders and the Collateral
Interest Holder has been deposited into the Collection Account and
allocated to the Series 1999-B Certificateholders, the amount determined in
accordance with this subparagraph (ii) shall be paid to the Holder of the
Exchangeable Transferor Certificate only if the Transferor Interest on such
Date of Processing is greater than the Minimum Transferor Interest (after
giving effect to all Principal Receivables transferred to the Trust on such
day) and otherwise shall be deposited in the Collection Account and applied
in accordance with subsection 4.03(f) of the Agreement.
(d) Daily Allocations During the Amortization Period. During the
------------------------------------------------
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 1999-B 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 1999-B 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 1999-B
Certificateholders, the amount determined in accordance with this
subparagraph (ii) shall be paid to the Holder of the Exchangeable
Transferor Certificate only if the Transferor Interest on such Date of
Processing is greater than the Minimum Transferor Interest (after giving
effect to all Principal Receivables transferred to the Trust on such day)
and otherwise shall be deposited in the Collection Account and applied in
accordance with subsection 4.03(f) of the Agreement.
(e) Daily Deposits. Notwithstanding the foregoing, the Servicer
--------------
need not make daily deposits of Collections into the Collection Account at any
time when the requirements of the third paragraph of subsection 4.03(a) of the
Agreement are satisfied.
(f) Monthly Allocations During the Revolving Period, Partial
--------------------------------------------------------
Amortization Period and Amortization 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 1999-B
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-a) through (iv), 4.09(b)(i-a) through (iii), 4.09(c)(i) and 4.13(a) through
(l)of the Agreement, minus (ii) the amount 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
29
<PAGE>
amounts, to the extent they would be paid to First USA, as Transferor or
Servicer, pursuant to this Agreement, need not be so deposited but shall be
deemed to have been so deposited and, as and when specified in the subsections
identified above, be deemed to have been paid to First USA, pursuant to such
subsections. During the Revolving Period, the Partial Amortization Period and
the Amortization Period, the Transferor shall, on each Transfer Date, deposit in
the Principal Account an amount equal to 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), 4.05(c)(ii) or 4.05(d)(ii) of the
Agreement with respect to the Revolving Period, the Partial Amortization Period
and the Amortization Period, respectively, 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 Amortization Period
or any Partial Amortization 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.
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 1999-B. 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 1999-B
-------------------------------------------------------
Certificates.
- ------------
(a) With respect to the Class A-1 Certificates, the amount of
monthly interest distributable from the Finance Charge Account in accordance
with subsection 4.09(a)(i) on any Transfer Date shall be an amount equal to the
Class A-1 Monthly Interest.
(b) With respect to the Class A-2 Certificates, the amount of
monthly interest distributable from the Finance Charge Account in accordance
with subsection 4.09(a)(i) on any Transfer Date shall be an amount equal to the
Class A-2 Monthly Interest.
(c) With respect to the Class B-1 Certificates, the amount of
monthly interest distributable from the Finance Charge Account in accordance
with subsection 4.09(b)(i) on any Transfer Date shall be an amount equal to the
Class B-1 Monthly Interest.
(d) With respect to the Class B-2 Certificates, the amount of
monthly interest distributable from the Finance Charge Account in accordance
with subsection 4.09(b)(i) on any Transfer Date shall be an amount equal to the
Class B-2 Monthly Interest.
30
<PAGE>
(e) The amount of monthly interest distributable from the Finance
Charge Account with respect to the Collateral Invested Amount on any
Distribution Date shall be an amount equal to the Collateral Monthly Interest.
SECTION 4.07. Determination of Monthly Principal. (a) Amortization
---------------------------------- ------------
Period.
-------
(i) 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 Amortization Period begins
shall be equal to the lesser of (i) the Available Investor Principal
Collections on deposit in the Principal Account with respect to such
Transfer Date, and (ii) the Class A Invested Amount on such Transfer Date.
(ii) 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 in the month following the month in which the Amortization Period
begins shall be equal to the lesser 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) and
(ii) the Class B Invested Amount on such Transfer Date.
(iii) The amount of monthly principal (the "Collateral
----------
Monthly Principal") distributable from the Principal Account with respect
-----------------
to the Collateral Interest on each Transfer Date shall be (A) if any
reduction of the Required Collateral Invested Amount has occurred pursuant
to clause (z) of the proviso in the definition thereof, an amount equal to
the lesser of (1) the excess, if any, of the Collateral Invested Amount
(after taking into account any adjustments to be made on such Transfer Date
pursuant to Sections 4.12 and 4.15) over the Required Collateral Invested
Amount on such Transfer Date, and (2) the Available Investor Principal
Collections on such Transfer Date and (B) at all times during the
Amortization Period, an amount equal to the lesser of (1) the excess, if
any, of the Collateral Invested Amount (after taking into account any
adjustments to be made on such Transfer Date pursuant to Sections 4.12 and
4.15) over the Required Collateral Invested Amount on such Transfer Date
and (2) the excess, if any, of (aa) the Available Investor Principal
Collections on such Transfer Date over (bb) the sum of the Class A Monthly
Principal and the Class B Monthly Principal for such Transfer Date.
(b) Partial Amortization Period.
---------------------------
(i) Subject to the terms and conditions of the Agreement, this
Series Supplement, the Certificate Purchase Agreements and the Loan
Agreement, at any time prior to the commencement of the Amortization
Period, (x) the Transferor may elect to decrease each of the Class A-1,
Class A-2, Class B-1 and Class B-2 Invested Amount and the Collateral
Invested Amount, pro rata, until the Collateral Invested Amount is
--- ----
reduced
31
<PAGE>
as a result of such distribution to the Minimum Collateral Invested Amount,
then first, to the Class A Certificateholders until the Class A Invested
Amount is reduced to zero, second, to the Class B Certificateholders until
the Class B Invested Amount is reduced to zero and third, to the Collateral
Interest Holder until the Collateral Invested Amount is reduced to zero and
(y) on or before the first Determination Date after the Monthly Period in
which any Partial Expiration Event shall occur, the Transferor shall
decrease the Class A-1, Class A-2, Class B-1 and Class B-2 Invested Amounts
in the respective amounts specified in the written notice delivered
pursuant to the applicable Certificate Purchase Agreement (any such
decrease pursuant to clause (x) or (y) shall be referred to herein as a
"Partial Amortization").
--------------------
(ii) The Transferor may, or in the case of a Partial
Expiration Event shall, temporarily suspend the Revolving Period by giving
to each of the Trustee, the Certificate Agents and the Collateral Interest
Holder a written notice of Partial Amortization substantially in the form
of Exhibit C, specifying (A) the aggregate amount of the decrease to (1)
---------
the applicable Class A-1, Class A-2, Class B-1 and Class B-2 Invested
Amount, and (2) the Collateral Invested Amount to reduce such amount to the
Required Collateral Invested Amount (after giving effect to the reductions
set forth in clause (1) above) (the "Partial Amortization Amount") to be
---------------------------
made in connection with such Partial Amortization, which Partial
Amortization Amount shall be (except in the case of a Mandatory Partial
Amortization Amount) in a minimum amount of $10,000,000 or an integral
multiple of $1,000,000 in excess of that amount and (B) the date on which
reductions of the applicable Class A-1, Class A-2, Class B-1 and Class B-2
Invested Amount, and the Collateral Invested Amount in connection with such
Partial Amortization are scheduled to begin (the "Specified Date"). Such
--------------
notice (except in the case of a Mandatory Partial Amortization Amount)
shall be effective only if received by each of the Trustee, the Certificate
Agents and the Collateral Interest Holder at least 4 Business Days prior to
the Specified Date.
(iii) The amount of principal ("Partial Amortization Principal
------------------------------
respect to the applicable Class A-1, Class A-2, Class B-1 and Class B-2
Invested Amount, and the Collateral Invested Amount on any Partial
Amortization Payment Date during a Partial Amortization Period shall be
equal to the lesser of (i) the Available Investor Principal Collections on
deposit in the Principal Account for such Partial Amortization Payment
Date and (ii) the aggregate Partial Amortization Amount remaining
outstanding on such Partial Amortization Payment Date, provided that after
giving effect to such payment, the Collateral Invested Amount shall not be
reduced below the Minimum Collateral Invested Amount. By written notice to
the Trustee, the Servicer, the Certificate Agents and the Collateral
Interest Holder at least two Business Days prior to any Partial
Amortization Payment Date during a Partial Amortization Period, the
Transferor may elect to reduce the outstanding Partial Amortization Amount
(other than a Mandatory Partial Amortization Amount) by the amount
specified in such notice; subject, however, to the requirement that
------- -------
after giving effect to such election the aggregate Partial Amortization
Principal distributed or to be distributed in respect of such Partial
Amortization Period to reduce each of the Class A-1, Class A-2, Class B-1
and Class B-2 Invested Amount, and the Collateral Invested Amount shall
equal $10,000,000 or an integral multiple of $1,000,000 in excess of that
amount.
32
<PAGE>
SECTION 4.08. Coverage of Required Amount for the Investor
--------------------------------------------
Certificates. (a) 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 or
deposited to the Interest Funding Account on a prior Distribution Date, (iii) if
First USA is no longer the Servicer, the Class A Monthly Servicing Fee for the
related Distribution Date and (iv) the Class A Investor Default Amount, if any,
for such Distribution Date exceeds the Class A Available Funds for the related
Monthly Period.
(b) 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 or deposited to the Interest
Funding Account on a prior Distribution Date, and (iii) if First USA 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.
(c) 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 Collateral Interest
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 Collateral Interest (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. Priority of 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:
33
<PAGE>
(i-a) an amount equal to any unreimbursed Servicer Advances
with respect to Class A Monthly Interest shall be paid to the Servicer;
(i) an amount equal to the sum of Class A-1 Monthly Interest
and Class A-2 Monthly Interest for such Distribution Date (less the amount
----
of any Servicer Advance or any funds advanced from the Finance Charge
Account, with respect to the payment of Class A-1 Monthly Interest and
Class A-2 Monthly Interest, pursuant to Section 4.11 during the related
Monthly Period) shall be deposited by the Servicer or the Trustee into the
Interest Funding Account for distribution by the Paying Agent to Class A
Certificateholders on the applicable Interest Payment Date;
(ii) if First USA 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-1 Investor
Default Amount and Class A-2 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 or Partial Amortization Period;
(iv) an amount equal to (A) any Class A-1 Increase Cost
Amount, up to the Class A-1 Increase Cost Amount Cap and (B) any Class A-2
Increase Cost Amount, up to the Class A-2 Increase Cost Amount Cap, for
such Transfer Date shall be held in the Finance Charge Account, invested
overnight in Permitted Investments and paid to the DFC Certificate Agent
and the PARCO Certificate Agent, respectively, on the related Distribution
Date in accordance with the applicable Certificate Purchase Agreement, and
(v) 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-a) an amount equal to any unreimbursed Servicer Advances
with respect to Class B Monthly Interest will be paid to the Servicer;
(i) an amount equal to the sum of the Class B-1 Monthly
Interest and Class B-2 Monthly Interest for such Distribution Date (less
----
the amount of any Servicer Advance or any funds advanced from the Finance
Charge Account, with respect to the payment of Class B-1 Monthly Interest
and Class B-2 Monthly Interest, pursuant to Section 4.11 during the related
Monthly Period), shall be deposited by the Servicer or the
34
<PAGE>
Trustee into the Interest Funding Account for distribution by the Paying
Agent to Class B Certificateholders on the applicable Interest Payment
Date;
(ii) if First USA 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;
(iii) an amount equal to (A) any Class B-1 Increase Cost
Amount, up to the Class B-1 Increase Cost Amount Cap and (B) any Class B-2
Increase Cost Amount, up to the Class B-2 Increase Cost Amount Cap, for
such Transfer Date shall be held in the Finance Charge Account, invested
overnight in Permitted Investments and paid to the DFC Certificate Agent
and PARCO Certificate Agent, respectively, on the related Distribution Date
in accordance with the applicable Certificate Purchase Agreement, 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.
(c) On the Transfer Date preceding each Distribution Date, an amount
equal to the 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 is no longer the Servicer, an amount equal
to the 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, 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) with
respect to such Transfer Date shall be paid to the Holder of the Exchangeable
Transferor Certificate only if the Transferor Interest on the related Date of
Processing is greater than the Minimum Transferor Interest (after giving effect
to the inclusion in the Trust of all Receivables created on or prior to such
Transfer Date and after giving effect to Collections of Principal Receivables on
such Transfer Date) and otherwise shall be considered as Unallocated Principal
Collections and deposited into the Principal Account in accordance with
subsection 4.03(f) of the Agreement.
(e) On each Transfer Date, during the 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 plus the other amounts set forth below in
----
the following priority:
35
<PAGE>
(i) an amount equal to the Class A Monthly Principal for such
Transfer Date plus, Excess Principal Collections from other Series up to
----
the excess of the Class A Invested Amount over Class A Monthly Principal
for the related Distribution Date, plus, Unallocated Principal Collections
----
allocated to the Investor Certificates in accordance with subsection
4.03(f) of the Agreement, to the extent available, shall be deposited into
the Distribution Account;
(ii) after giving effect to the distribution referred to in
clause (i) above, an amount equal to the Class B Monthly Principal plus,
----
Excess Principal Collections from other Series up to the excess of the
Class B Invested Amount over Class B Monthly Principal for the related
Distribution Date, plus, Unallocated Principal Collections allocated to the
----
Investor Certificates in accordance with subsection 4.03(f) of the
Agreement, to the extent available, shall be 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 Collateral Monthly
Principal plus, Excess Principal Collections from other Series up to the
----
excess of the Collateral Invested Amount over Collateral Monthly Principal
for the related Distribution Date, plus, Unallocated Principal Collections
----
allocated to the Investor Certificates in accordance with subsection
4.03(f) of the Agreement (not to exceed the Collateral Invested Amount), to
the extent available, shall be retained in the Principal Account and
designated for payment to the Collateral Interest Holder on the related
Distribution Date in accordance with subsection 5.01(c);
(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 1999-B; and
(v) an amount equal to the excess, if any, of (A) the
Available Investor Principal Collections over (B) the applications
specified in subsection 4.09(e)(i) through (iv) above shall be paid to the
Holder of the Exchangeable Transferor Certificate; provided, however, that
-------- -------
the amount to be paid to the Holder of the Exchangeable Transferor
Certificate pursuant to this subsection 4.09(e)(v) with respect to such
Transfer Date shall be paid to the Holder of the Exchangeable Transferor
Certificate only if the Transferor Interest on the related Date of
Processing is greater than the Minimum Transferor Interest (after giving
effect to the inclusion in the Trust of all Receivables created on or prior
to such Transfer Date and the application of payments referred to in
subsection 4.03(b) of the Agreement) and otherwise shall be considered as
Unallocated Principal Collections and deposited into the Principal Account
in accordance with subsection 4.03(f) of the Agreement; provided, further,
-------- -------
that in no event shall the amount payable to the Holder of the Exchangeable
Transferor Certificate pursuant to this subsection 4.09(e)(v) be greater
than the Transferor Interest on such Transfer Date.
36
<PAGE>
(f) During the Partial Amortization Period, (x) an amount equal to the
Available Investor Principal Collections for the related Monthly Period
plus (y), with the prior written consent of the Certificate Agents, Excess
- ----
Principal Collections from other Series up to the excess of the Partial
Amortization Amount then outstanding over Available Investor Principal
Collections for the related Distribution Date, will be distributed on each
Transfer Date, beginning with the Transfer Date in the month in which the
Partial Amortization Period begins, to the extent available, in the following
priority:
(i) an amount not to exceed the Partial Amortization Principal
for such Transfer Date shall be deposited into the Distribution Account (or
in the case of the Collateral Invested Amount, held in the Principal
Account, invested overnight and distributed to the Collateral Interest
Holder on the related Distribution Date in accordance with subsection
5.01(c)) for distribution (x) to (A) the Class A Certificateholders, the
Class B Certificateholders and the Collateral Interest Holder, pro rata,
--- ----
until the Collateral Invested Amount is reduced as a result of such
distribution to the Minimum Collateral Invested Amount, and then (B) first,
-----
to the Class A Certificateholders until the Class A Invested Amount is
reduced to zero, second, to the Class B Certificateholders until the Class
-------
B Invested Amount is reduced to zero and third, to the Collateral Interest
-----
Holder until the Collateral Invested Amount is reduced to zero and/or (y)
(1) to Class A-1, Class A-2, Class B-1, and Class B-2 Certificateholders,
as applicable, to be paid pursuant to subsection 4.07(b)(i)(y) and (2) to
the Collateral Interest Holder to reduce the Collateral Invested Amount to
the Required Collateral Invested Amount (after giving effect to the
reductions in clause (1) above), each respecting a Partial Expiration
Event;
(ii) 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(f)(i) 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 1999-B; and
(iii) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections over (B) the applications specified in
subsections 4.09(f)(i) and 4.09(f)(ii) shall be paid to the Transferor;
provided that the amount to be paid to the Transferor pursuant to this
subsection 4.09(f)(iii) with respect to such Transfer Date shall be paid to
the Transferor only to the extent that the Transferor Interest on such
Transfer Date is greater than the Minimum Transferor Interest (after giving
effect to the inclusion in the Trust of all Receivables created on or prior
to such Transfer Date and the application of payments referred to in
subsection 4.03(b)) 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, that in no
--------
event shall the amount payable to the Holder of the Exchangeable Transferor
Certificate pursuant to this subsection 4.09(f)(iii) be greater than the
Transferor Interest on such Transfer Date;
provided, however, that in lieu of making such deposit into the Distribution
- -------- -------
Account pursuant to
37
<PAGE>
subsection 4.09(f)(i), to the extent of available funds in the Principal
Account, on any Business Day (a "Partial Amortization Payment Date")
---------------------------------
during any Monthly Period, the Servicer may instruct the Trustee in
writing to remit amounts to the Class A Certificateholders, the Class B
Certificateholders and the Collateral Interest Holder, pro rata, until the
--- ----
Collateral Invested Amount is reduced as a result of such distribution to the
Minimum Collateral Invested Amount, and then (B) first, to the Class A
-----
Certificateholders until the Class A Invested Amount is reduced to zero, second,
------
to the Class B Certificateholders until the Class B Invested Amount is reduced
to zero and third, to the Collateral Interest Holder until the Collateral
-----
Invested Amount is reduced to zero.
(g) On the first Distribution Date with respect to the Amortization
Period 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(e)
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-1 Certificateholders and the Class A-2 Certificateholders
pro rata;
--- ----
(ii) for each Distribution Date, after giving effect to the
distributions referred to in clause (i) above, an amount equal to the
lesser of such amount on deposit in the Distribution Account and the Class
B Invested Amount shall be paid to the Class B-1 Certificateholders and
Class B-2 Certificateholders pro rata.
--- ----
(h) On each Distribution Date or any other Business Day (as directed
by the Servicer) with respect to a Partial Amortization Period, the Trustee,
acting in accordance with instructions from Servicer, shall pay in accordance
with Section 5.01 from the Distribution Account the amount so deposited into the
Distribution Account pursuant to subsection 4.09(f) on the related Transfer Date
in the following priority:
(i) an amount not to exceed the Partial Amortization Principal
for such date shall be paid to Class A-1, Class A-2, Class B-1, and Class
B-2 Certificateholders, as applicable, in the respective amounts to be paid
pursuant to subsection 4.07(b)(i)(y) respecting a Partial Expiration Event;
and
(ii) an amount equal to the Partial Amortization Principal for
such date shall be paid to each Class (treating each of (A) Class A-1 and
Class A-2 as one Class for such purpose, and (B) Class B-1 and Class B-2 as
one Class for such purpose) to the extent that the amount paid to such
Class pursuant to clause (i) above is less than the amount allocated to
such Class pursuant to subsection 4.09(f)(i) and the amount payable to
Class A and Class B shall be further allocated between (A) Class A-1 and
Class A-2 and (B) Class B-1 and Class B-2, respectively, pro rata, all in
--- ----
accordance with the Certificate Purchase Agreements.
SECTION 4.10. Payment of Class A Certificate and Class B Certificate
------------------------------------------------------
Interest. On each Interest Payment Date, the Paying Agent shall pay in
- --------
accordance with
38
<PAGE>
Section 5.01 of the Agreement (i) to the Class A-1 Certificateholders and Class
A-2 Certificateholders from the Interest Funding Account the respective Interest
Component due and payable on such day from amounts deposited into the Interest
Funding 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 any preceding Transfer Date and (ii) to the Class
B-1 Certificateholders and Class B-2 Certificateholders from the Interest
Funding Account the respective Interest Component due and payable on such day
from amounts deposited into the Interest Funding Account pursuant to subsections
4.09(b)(i), 4.13(c) and 4.14(a)(i)(y) of the Agreement on any preceding Transfer
Date.
SECTION 4.11. Servicer Advances.
-----------------
(a) In the event that, on any Interest Payment Date after giving
effect to payments to be made on such date pursuant to Section 5.01, a Conduit
Purchaser does not have sufficient funds to pay the Interest Component due and
payable on such day, the Servicer shall make an advance to the extent that the
Servicer deems such advance recoverable from Collections of Finance Charge
Receivables pursuant to subsections 4.09(a) (i-a) and 4.09(b)(i-a) or
withdrawals from the Interest Funding Account hereof in an amount equal to such
deficiency (a "Servicer Advance"). Amounts required to be remitted to such
----------------
Conduit Purchaser pursuant to this Section 4.11 shall be remitted in immediately
available funds to the related Certificate Agents no later than 12:00 noon, New
York City time, on the date due; provided, however that in lieu of such direct
-------- -------
payment by the Servicer, to the extent of available funds, the Servicer may
instruct the Trustee in writing to remit such amounts from the Investor
Percentage of Collections in respect of Finance Charge Receivables on deposit in
the Finance Charge Account, any such payment to be netted from amounts to be
paid pursuant to subsection 4.09(a)(i) and 4.09(b)(i), whichever is applicable.
The Servicer shall record in its books and records such withdrawal and the
application of Collections of Finance Charge Receivables and net such amounts so
applied from the amounts due under subsection 4.09(a)(i) and 4.09(b)(i),
whichever is applicable on the Transfer Date for such Collection Period.
(b) In the event that, on any Partial Amortization Payment Date or
Refinancing Date after giving effect to payments to be made on such date
pursuant to Section 5.01, a Collateral Interest Holder does not have sufficient
funds to pay the Monthly Interest due and payable on such day, the Servicer
shall make a Servicer Advance to the extent that the Servicer deems such advance
recoverable from Collections of Finance Charge Receivables pursuant to
subsection 4.13(f) or withdrawals from the Interest Funding Account hereof in an
amount equal to such deficiency. Amounts required to be remitted to such
Collateral Interest Holder pursuant to this Section 4.11 shall be remitted in
immediately available funds to the Collateral Interest Holders no later than
12:00 noon, New York City time, on the date due; provided, however that
-------- -------
in lieu of such direct payment by the Servicer, to the extent of available
funds, the Servicer may instruct the Trustee in writing to remit such amounts
from the Investor Percentage of Collections in respect of Finance Charge
Receivables on deposit in the Finance Charge Account, any such payment to be
netted from amounts to be paid pursuant to subsection 4.13(f). The Servicer
shall record in its books and records such withdrawal and the application of
Collections of Finance Charge Receivables and net such amounts so applied from
the amounts due under subsection 4.13(f) on the Transfer Date for such
Collection Period.
SECTION 4.12. Investor Charge-Offs.
--------------------
39
<PAGE>
(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 Collateral Invested Amount
will be reduced by the amount of such excess, but not more than the Collateral
Invested Amount for such Distribution Date. In the event that, but for the
limitation on the amount of such reduction in the preceding sentence, such
reduction would cause the Collateral Invested Amount to be a negative number,
the Collateral Invested Amount will be reduced to zero, and the Class B-1
Invested Amount and Class B-2 Invested Amount will be reduced, pro rata, by the
--- ----
amount by which the Collateral Invested Amount would have been reduced below
zero. In the event that such reduction would cause the Class B Invested Amount
to be a negative number, the Class B Invested Amount will be reduced to zero,
and the Class A-1 Invested Amount and Class A-2 Invested Amount will be reduced,
pro rata, by the amount by which the Class B Invested Amount would have been
reduced below zero, but not more than the Class A-1 Investor Default Amount and
Class A-2 Investor Default Amount, respectively, for such Distribution Date (a
"Class A-1 Investor Charge-Off" and "Class A-2 Investor Charge-Off",
----------------------------- -----------------------------
respectively). If the Class A-1 Invested Amount and Class A-2 Invested Amounts
has been reduced by the amount of any Class A-1 Investor Charge-Offs and
Class A-2 Investor Charge-Offs, it will be reimbursed on any Distribution Date
(but not by an amount in excess of the aggregate Class A-1 Investor Charge-Offs
and Class A-2 Investor Charge-Offs, respectively) 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 Collateral Invested Amount (after giving effect to any
adjustments with respect thereto as described in the preceding paragraph) will
be reduced by the amount of such excess but not more than the Collateral
Invested Amount for such Distribution Date. In the event that, but for the
limitation on the amount of such reduction in the preceding sentence, such
reduction would cause the Collateral Invested Amount to be a negative number,
the Collateral Invested Amount shall be reduced to zero and the Class B-1
Invested Amount and Class B-2 Invested Amount shall be reduced, pro rata, by the
--------
amount by which the Collateral Invested Amount would have been reduced below
zero, but not more than the Class B-1 Investor Default Amount and Class B-2
Investor Default Amount, respectively, for such Distribution Date (a "Class B-1
---------
Investor Charge-Off" and "Class B-2 Investor Charge-Off", respectively). The
- ------------------- -----------------------------
Class B-1 Invested Amount and Class B-2 Invested Amount will also be reduced,
pro rata by the amount of Reallocated Class B Principal Collections in
- --------
excess of the Collateral Invested Amount pursuant to Section 4.14 of the
Agreement and the amount of any portion of the Class B-1 Invested Amount and
Class B-2 Invested Amount, as the case may be, 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-1 Invested Amount and Class B-2
Invested Amount will thereafter be reimbursed (but not by an amount in excess of
the unpaid principal balance of the Class B-1 Certificates and Class B-2
Certificates, respectively) on any Distribution Date by the amount of Excess
Finance Charge
40
<PAGE>
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
Collateral Investor Default Amount. If on any Distribution Date, the Collateral
Investor Default Amount for such Distribution Date exceeds the sum of the amount
of Excess Finance Charge Collections which are allocated and available to fund
such amount pursuant to subsection 4.13(h) of the Agreement, the Collateral
Invested Amount (after giving effect to any adjustments with respect thereto as
described in the preceding paragraphs) will be reduced by the amount of such
excess but not more than the Collateral Invested Amount for such Distribution
Date (a "Collateral Investor Charge-Off"). The Collateral Invested Amount
------------------------------
will also be reduced by the amount of Reallocated Principal Collections pursuant
to Section 4.14 of the Agreement and the amount of any portion of the Collateral
Invested Amount allocated to the Class A Certificates or the Class B
Certificates to avoid a reduction in the Class A Invested Amount, pursuant to
subsection 4.12(a) of the Agreement, or the Class B Invested Amount, pursuant to
subsection 4.12(b) of the Agreement, respectively. The Collateral Invested
Amount will thereafter be reimbursed (but not by an amount in excess of the
unpaid principal balance of the Collateral Invested 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 1999-B
-------------------------------------------------------
Certificates. On each Transfer Date, the Servicer will apply or cause the
- ------------
Trustee to apply Excess Finance Charge Collections with respect to the related
Monthly Period, to make the following distributions in the following priority:
(a) an amount equal to the Class A Required Amount, if any, with
respect to the related Monthly Period will be used to fund the Class A Required
Amount and be applied in accordance with subsection 4.09 (a) of the Agreement;
(b) 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 or any Partial 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 Class B Monthly Interest with respect to the
related Monthly Period but which has not been previously 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;
41
<PAGE>
(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 or any Partial 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 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 or any Partial 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) first, an amount equal to any unreimbursed Servicer Advances
with respect to Collateral Monthly Interest shall be paid to the Servicer and
second, an amount equal to the Collateral Monthly Interest (less the amount of
----
any Servicer Advance or any funds advance from the Finance Charge Account, with
respect to the payment of Collateral Monthly Interest, pursuant to Section 4.11
on the immediately preceding Interest Payment Date or the preceding Monthly
Period) for such Transfer Date, plus the amount of any Collateral Monthly
----
Interest previously due but not paid to the Collateral Interest Holder on a
prior Transfer Date will be paid to the Collateral Interest Holder from the
Finance Charge Account in accordance with subsection 5.01(c) of the Agreement;
(g) an amount equal to the Unpaid Investor Monthly Servicing Fee,
with respect to the related Distribution Date, will be paid to the Servicer;
(h) an amount equal to the aggregate 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 or any Partial 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 Collateral
Invested Amount has been reduced below the Required Collateral Invested Amount
for reasons other than the payment of principal to the Collateral Interest
Holder (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
42
<PAGE>
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 or any Partial 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) an amount equal to the Class A-1 and Class A-2 Increase Cost
Amounts for such Transfer Date remaining unpaid after the application of Class A
Available Funds pursuant to subsection 4.09(a)(iv) on such Transfer Date shall
be held in the Finance Charge Account, invested overnight in Permitted
Investments and paid to the DFC Certificate Agent and PARCO Certificate Agent,
respectively, on the related Distribution Date in accordance with the applicable
Certificate Purchase Agreement;
(k) an amount equal to the Class B-1 and Class B-2 Increase Cost
Amounts for such Transfer Date remaining unpaid after the application of Class B
Available Funds pursuant to subsection 4.09(b)(iii) on such Transfer Date shall
be held in the Finance Charge Account, invested overnight in Permitted
Investment and paid to the DFC Certificate Agent and PARCO Certificate Agent on
the related Distribution Date in accordance with the related Certificate
Purchase Agreement;
(l) an amount equal to the aggregate of any other amounts then
required to be applied pursuant to the Loan Agreement shall be paid to the
Collateral Interest Holder in accordance with the Loan Agreement; and
(m) the balance to the Holder of the Exchangeable Transferor
Certificates.
SECTION 4.14. Reallocated Principal Collections for the Series 1999-B
-------------------------------------------------------
Certificates.
- ------------
(a) On each Distribution Date, the Servicer will apply or cause the
Trustee to apply an amount, not to exceed the Collateral Invested Amount, equal
to the product of (a)(i) during the Revolving Period, the Collateral Floating
Allocation Percentage or (ii) during an Amortization Period or any Partial
Amortization Period, the 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 Collateral Principal
--------------------------------
Collections"):
- -----------
(i) an amount equal to the sum of (x) the excess, if any, of the Class
A Required Amount with respect to such related Monthly Period over the
amount of Excess Finance Charge Collections with respect to such related
Monthly Period and (y) the Class B Required Amount with respect to the
related Monthly Period which amount shall be applied in priority first
pursuant to subsections 4.09(a)(i) through (iii) of the Agreement and then
pursuant to subsections 4.09(b)(i) and (ii) and 4.13(c) and (d) of the
Agreement; and
(ii) any such collections not applied in the foregoing manner (and
therefore not constituting Reallocated Collateral Principal Collections)
will, on
43
<PAGE>
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 or any Partial
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 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 Collateral Invested Amount shall be
reduced by the amount of Reallocated 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 Collateral Invested Amount to
be a negative number, the Collateral Invested Amount shall be reduced to zero
and the Class B-1 Invested Amount and Class B-2 Invested Amount shall be reduced
pro rata by the amount by which the Collateral Invested Amount would have been
- --- ----
reduced below zero. In the event that the reallocation of Collections of
Principal Receivables would cause the Class B Invested Amount to be a negative
number on any Distribution Date, Collections of Principal Receivables 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. Certificate Principal Balance Increases.
---------------------------------------
(a) Subject to the satisfaction of the Increase Conditions, and
subject to the terms and conditions of this Series Supplement, the Agreement,
the Certificate Purchase Agreements and the Loan Agreement, the Transferor, may,
during the Revolving Period, request to increase (i) the outstanding principal
balance of the Class A-1, Class A-2, Class B-1, and Class B-2 Certificates, pro
---
rata, and (ii) the Collateral Invested Amount, to an amount not to exceed the
- ----
Maximum Certificate Invested Amount (any such increase being referred to herein
as a "Class A-1 Certificate Principal Balance Increase", a "Class A-2
------------------------------------------------ ---------
Certificate Principal Balance Increase", a "Class B-1 Certificate Principal
- -------------------------------------- -------------------------------
Balance Increase", a "Class B-2 Certificate Principal Balance Increase" and a
- ---------------- ------------------------------------------------
"Collateral Principal Balance Increase", respectively, and collectively, a
-------------------------------------
"Certificate Principal Balance Increase"). With respect to such Certificate
--------------------------------------
44
<PAGE>
Principal Balance Increase, the Collateral Interest shall be increased to an
amount equal to or exceeding the Required Collateral Invested Amount after
giving effect to such Certificate Principal Balance Increase. On any Business
Day (the "Notice Date") at no later than 5:00 p.m. (New York City time), the
-----------
Transferor shall deliver to each of the Trustee, the Certificate Agents and the
Collateral Interest Holder an irrevocable (unless waived by the Certificate
Agents and the Collateral Interest Holder) written request therefor
substantially in the form of Exhibit E, specifying (i) the aggregate amount of
---------
the requested Class A-1, Class A-2, Class B-1 and Class B-2 Principal Balance
Increases and the Collateral Principal Balance Increase, (ii) the Business Day
on which such Certificate Principal Balance Increase is to occur (an "Increase
--------
Date"), which shall in any event be no sooner than two Business Days after
- ----
receipt by the Certificate Agents of such request, and (iii) the payment
instructions for remittance of the proceeds of such requested Certificate
Principal Balance Increase. The proceeds of such Certificate Principal Balance
Increase shall be remitted to the Transferor in accordance with such payment
instructions.
(b) On the Increase Date for such Certificate Principal Balance Increase,
after satisfaction of (i) the Increase Conditions and (ii) such further
conditions as set forth in the Certificate Purchase Agreements, the Series 1999-
B Certificateholders shall remit the amount of such Certificate Principal
Balance Increase, to the extent they have otherwise agreed or committed to fund
such Certificate Principal Balance Increase, no later than 2:00 p.m. (New York
City time) in immediately available funds in accordance with the payment
instructions specified in the request with respect to such Certificate Principal
Balance Increase, and upon such remittance the aggregate outstanding principal
balance of the Series 1999-B Certificates shall be increased by the amount of
such remittance. Concurrently with the making of such Certificate Principal
Balance Increase, the Transferor, the Certificate Agents shall deliver to the
Trustee a Certificate Principal Balance Increase Confirmation in substantially
the form of Exhibit F, specifying the amount of such Certificate Principal
---------
Balance Increase, and the Trustee shall promptly annotate the Series 1999-B
Certificate Register accordingly.
SECTION 4.16. Extension of the Revolving Period. Not less than 45
---------------------------------
days prior to the end of the Revolving Period (as the same may have been
previously extended pursuant to this Section 4.16), the Transferor may, by
written notice to the Trustee, the Certificate Agents and the Collateral
Interest Holder (an "Extension Notice"), elect to extend the Revolving Period
----------------
for the number of months stated in such notice. Such extension shall be
effective only if (determined without regard to such proposed extension), the
Transferor shall have obtained not less than 15 days prior to the end of the
Revolving Period (without giving effect to the proposed extension), and
delivered to (a) the Trustee, (b) the Certificate Agents, (c) the Collateral
Interest Holder and (d) the Rating Agencies, immediately following the receipt
thereof, the prior written consent to such extension of (x) the Certificate
Agents and (y) the Collateral Interest Holder. Upon the effectiveness of any
such extension, the Scheduled Series 1999-B Termination Date (as the same may
have been previously extended pursuant to this Section 4.16) shall be delayed by
the same number of months as such extension of the Revolving Period.
SECTION 4.17. Refinanced Optional Amortization. (a) On any Business
--------------------------------
Day in the Revolving Period, the Amortization Period, or any Partial
Amortization Period, the Transferor may, without the consent of the Series 1999-
B Certificateholders, cause the Servicer to provide notice to the Trustee and
all of the Series 1999-B Certificateholders at least four
45
<PAGE>
Business Days prior to any Business Day designated in such notice (the
"Refinancing Date") stating its intention to cause the Investor Certificates to
----------------
be prepaid in full or in part on the Refinancing Date (a "Refinancing Event") by
-----------------
(i) causing the Invested Amount (or the portion thereof that is being
refinanced) to be conveyed to one or more Persons (who shall be the holders of a
new Series issued substantially contemporaneously with such prepayment) for a
cash purchase price in an amount equal the Invested Amount (or the portion
thereof that is being refinanced), and (ii) distributing from the Finance Charge
Account and Interest Funding Account an amount equal to (A) accrued and unpaid
interest on the Invested Amount (or the portion thereof that is being conveyed)
to, but not including the Refinancing Date, plus (B) all other amounts due and
owing under the Certificate Purchase Agreements and the Loan Agreement (together
with the amounts set forth in clause (i) above, the "Refinancing Amount").
------------------
(b) On the Refinancing Date the Transferor shall cause to be
deposited the amounts described in subsections 4.17(a)(i) and 4.17(a)(ii) into
the Defeasance Account. For the purposes of calculating the Class A-1, Class A-
2, Class B-1, Class B-2 and Collateral Invested Amounts, the deposit into the
Defeasance Account of the amount set forth in the immediately preceding sentence
shall be deemed to be a payment to the Series 1999-B Certificateholders.
(c) On the Refinancing Date, the Trustee shall withdraw all amounts
on deposit in the Defeasance Account pursuant to clause (b), and shall deposit
such amounts into the Distribution Account for distribution.
(d) On the Refinancing Date, the Paying Agent shall pay in accordance
with Section 5.01 of the Agreement to:
(i) the Class A-1 Certificateholders, an amount equal to (A) the
product of (1) the Class A Principal Refinancing Amount and (2) a
fraction the numerator of which is the Class A-1 Invested Amount
as of such day and the denominator of which is the Class A
Invested Amount as of such day, (B) accrued interest on the Class
A-1 Certificates to but excluding the Refinancing Date as
calculated in the DFC Certificate Purchase Agreement and (C) all
other amounts due to and owing under the DFC Certificate Purchase
Agreement and allocable to the Class A-1 Certificates (including
any Class A-1 Increase Cost Amount);
(ii) the Class A-2 Certificateholders, an amount equal to (A) the
product (1) of the Class A Principal Refinancing Amount and (2) a
fraction the numerator of which is the Class A-2 Invested Amount
as of such day and the denominator of which is the Class A
Invested Amount as of such day, (B) accrued interest on the Class
A-2 Certificates to but excluding the Refinancing Date as
calculated in the PARCO Certificate Purchase Agreement and (C)
all other amounts due to and owing under the PARCO Certificate
Purchase Agreement and allocable to the Class A-2 Certificates
(including any Class A-2 Increase Cost Amount);
46
<PAGE>
(iii) the Class B-1 Certificateholders, an amount equal to (A) the
product of (1) the Class B-1 Principal Refinancing Amount and (2)
a fraction the numerator of which is the Class B-1 Invested
Amount as of such day and the denominator of which is the Class B
Invested Amount as of such day, (B) accrued interest on the Class
B-1 Certificates to but excluding the Refinancing Date as
calculated in the DFC Certificate Purchase Agreement and (C) all
other amounts due to and owing under the DFC Certificate Purchase
Agreement and allocable to the Class B-1 Certificates (including
any Class B-1 Increase Cost Amount);
(iv) the Class B-2 Certificateholder, an amount equal to (A) the
product of (1) the Class B-2 Principal Refinancing Amount (2) a
fraction the numerator of which is the Class B-2 Invested Amount
as of such day and the denominator of which is the Class B
Invested Amount as of such day, (B) accrued interest on the Class
B-2 Certificates to but excluding the Refinancing Date as
calculated in the PARCO Certificate Purchase Agreement and (C)
all other amounts due to and owing under the PARCO Certificate
Purchase Agreement and allocable to the Class B-2 Certificates
(including any Class B-2 Increase Cost Amount); and
(v) the Collateral Interest Holders, an amount equal to (A) the
Collateral Principal Refinancing Amount, (B) accrued interest on
the Collateral Invested Amount to but excluding the Refinancing
Date as calculated in the Loan Agreement and (C) all other
amounts due to and owing under the Loan Agreement and allocable
to the Collateral Interest Holders (including any Breakage
Payment as determined in the Loan Agreement);
from the Distribution Account pursuant to this subsection 4.17(c) of the
Agreement. If the Paying Agent is unable to pay the Series 1999-B
Certificateholders on the Refinancing Date, amounts on deposit in the Defeasance
Account shall be invested overnight in Eligible Investments and distributed to
the Series 1999-B Certificateholders on the next succeeding Business Day.
(e) On the Refinancing Date, the Transferor shall deliver to the
Trustee, the Certificate Agents and the Collateral Interest Holder an Officer's
Certificate stating that the Transferor reasonably believes (i) the amounts
deposited into the Defeasance Account shall be sufficient to pay the Refinancing
Amount in full on the Refinancing Date and (ii) that the deposit of the
Refinancing Amount into the Finance Charge Account and Principal Account and
termination of the obligations will not, based on the facts known to such
officer at the time of such certification, then or thereafter cause a Pay Out
Event with respect to any Series.
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 1999-
B Certificates:
47
<PAGE>
ARTICLE V
DISTRIBUTIONS AND REPORTS TO
INVESTOR CERTIFICATEHOLDERS
SECTION 5.01. Distributions.
-------------
(a) On each Distribution Date, Interest Payment Date, Partial
Amortization Payment Date or Refinancing Date, as applicable, 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-
1 and Class A-2 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-1 and Class A-2
Certificates, held by such Certificateholder) of amounts on deposit in the
Distribution Account and Interest Funding Account as are payable to the Class A-
1 and Class A-2 Certificateholders pursuant to subsections 4.09(g), 4.09(h) and
4.17(d) and Section 4.10 of the Agreement by wire transfer to an account or
accounts designated by such Class A Certificateholder by written notice given to
the Paying Agent not less than five days prior to the related Distribution Date
or Interest Payment 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, Interest Payment Date, Partial
Amortization Payment Date or Refinancing Date, as applicable, 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-
1 and Class B-2 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-1 and Class B-2
Certificates held by such Certificateholder) of amounts on deposit in the
Distribution Account and Interest Funding Account as are payable on such date to
the Class B-1 and B-2 Certificateholders pursuant to subsections 4.09(g),
4.09(h) and 4.17(d) and Section 4.10 of the Agreement by wire transfer 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 or Interest Payment Date; provided, however, that the final
-------- -------
payment in retirement of the Class B Certificates will be made only upon
presentation and surrender of the Class B Certificates at the office or offices
specified in the notice of such final distribution delivered by the Trustee
pursuant to Section 12.03 of the Agreement.
(c) On each Distribution Date, Partial Amortization Payment Date or
Refinancing 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 Collateral Interest Holder (A) from the
Principal Account, the amounts payable to the Collateral Interest Holder
pursuant to subsections 4.09(e)(iii) and 4.09(f), (B) from the Finance Charge
Account, the amounts payable to the Collateral Interest Holder pursuant to
subsection 4.13(f) and 4.13(l) and
48
<PAGE>
(C) from the Defeasance Account, the amounts payable to the Collateral Interest
Holder pursuant to subsection 4.17(d) of the Agreement by wire transfer to an
account or accounts designated by such Collateral Interest Holder 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 D 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 and the amount of any distribution on each Interest Payment Date
since the immediately preceding Distribution Date allocable to Certificate
Interest;
(iii) the amount of such distribution allocable to Certificate
Principal for any day Certificate Principal is paid;
(iv) the amount of Collections of Principal Receivables processed
during the related Monthly Period and allocated in respect of (A) the Class
A-1 and Class A-2, (B) the Class B-1 and Class B-2 Certificates and (C) the
Collateral Invested Amount, respectively;
(v) the amount of Collections of Finance Charge Receivables
processed during the related Monthly Period and allocated in respect of the
(A) the Class A-1 and Class A-2 Certificates, (B) the Class B-1 and Class
B-2 Certificates and (C) the Collateral Invested Amount, respectively;
(vi) the aggregate amount of (A) Principal Receivables, (B) the
Invested Amount, (C) the Class A-1 and Class A-2, Invested Amount (D) the
Class B-1 and Class B-2 Invested Amount, (E) the Collateral Invested
Amount, (F) the Partial Amortization Amount, (G) the Class A Floating
Allocation Percentage, and the Class B Floating Allocation Percentage and,
(H) during the Amortization Period or any Partial Amortization Period, the
Class A Fixed/Floating Allocation Percentage and Class B 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 (A) Investor Default Amount, (B) the Class A-1
and Class A-2 Investor Default Amount, (C) the Class B-1 and Class B-2
Investor Default Amount and (D) the Collateral Investor Default Amount for
the related Monthly Period;
49
<PAGE>
(ix) the aggregate amount of Class A-1 and Class A-2 Investor
Charge-Offs and the amount by which the Class B Invested Amount and the
Collateral Invested Amount have been reduced with respect to the related
Monthly Period;
(x) the aggregate amount of Class A-1 and Class A-2 Investor
Charge-Offs reimbursed and the amount by which reductions of the Class B
Invested Amount and the Collateral Invested Amount have been reimbursed on
the Transfer Date immediately preceding such Distribution Date;
(xi) the amount of the Class A Monthly Servicing Fee, the Class B
Monthly Servicing Fee and the Collateral Monthly Servicing Fee for the
related Monthly Period;
(xii) the amount of Reallocated Collateral Principal Collections and
Reallocated Class B Principal Collections with respect to such Distribution
Date;
(xiii) the Collateral Invested Amount as of the close of business on
such Distribution Date;
(xiv) the Net Portfolio Yield for the related Monthly Period;
(xv) the Base Rate for the related Monthly Period; and
(xvi) the Amortization Period Commencement Date.
SECTION 5.03. 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 1999-B 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 1999-B
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 1999-B Pay Out Events. If any one of the following
----------------------------
events shall occur with respect to the Series 1999-B 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 1999-B Certificateholders and which
continues unremedied for a period of 60 days
50
<PAGE>
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 Series 1999-B Certificateholders evidencing
Undivided Interests aggregating 100% of the Invested Amount of this Series 1999-
B, and continues to affect materially and adversely the interests of the Series
1999-B 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 Series 1999-B Certificateholders evidencing Undivided Interests
aggregating 100% of the Invested Amount of this Series 1999-B and (ii) as a
result of which the interests of the Series 1999-B Certificateholders are
materially and adversely affected and continue to be materially and adversely
affected for such period; provided, however, that a Series 1999-B 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 Net 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 1999-B Certificateholders:
then, in the case of any event described in subparagraph (a),
(b) or (e), after the applicable grace period set forth in such subparagraphs,
either the Trustee or the Series 1999-B Certificateholders evidencing Undivided
Interests aggregating 100% of the Invested Amount of this Series 1999-B 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 1999-B 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 1999-B
Pay Out Event shall occur without any notice or other action on the part of the
Trustee or the Series 1999-B Certificateholders immediately upon the occurrence
of such event.
(f) For purposes of Series 1999-B, the fifth sentence of subsection
9.02(a) of the Agreement shall be amended to read in its entirety as follows:
"If, however, with respect to the portion of the Receivables allocable
to any outstanding Series, the holders of 100% of the principal amount of the
Class A Certificates, the Class B Certificates and the Collateral Interest,
instruct the Trustee not to sell the portion of the
51
<PAGE>
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 1999-B Termination. The right of the Series 1999-B
--------------------------
Certificateholders to receive payments from the Trust will terminate on the
first Business Day following the Series 1999-B Termination Date.
SECTION 10. Periodic Finance Charges and Other Fees. The Transferor hereby
---------------------------------------
agrees that, except as otherwise required by any Requirement of Law, or as is
deemed by the Transferor to be necessary in order for the Transferor to maintain
its credit card business, based upon a good faith assessment by the Transferor,
in its sole discretion, of the nature of the competition in the credit card
business, it shall not at any time reduce the Periodic Finance Charges assessed
on any Receivable or other fees on any Account if, as a result of such
reduction, the Transferor's reasonable expectation of the Net Portfolio Yield as
of such date would be less than the Base Rate.
SECTION 11. 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 12. Counterparts. This Series Supplement may be executed in any
------------
number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and the
same instrument.
SECTION 13. 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 14. Additional Representations and Warranties of the Servicer.
---------------------------------------------------------
First USA, as initial Servicer, hereby makes, and any Successor Servicer by its
appointment under the Agreement shall make the following representations and
warranties:
(b) 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.
(c) 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.
52
<PAGE>
(d) 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 15. Private Placement of Series 1999-B Certificates; Form of
--------------------------------------------------------
Delivery of Series 1999-B Certificates.
- --------------------------------------
The Series 1999-B Certificates have not been registered under the
Securities Act or any state securities law. No transfer of any Series 1999-B
Certificate shall be made except to a Series 1999-B Certificateholder or in
accordance with the terms of the applicable Certificate Purchase Agreement and
this Section 15 to a "qualified institutional buyer" (as defined in Rule 144A
under the Securities Act) in compliance with Rule 144A, or (iii) to an
institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act) that, except as provided in Section 7.03 of each
Certificate Purchase Agreement, prior to such transfer, shall have executed and
delivered to the Trustee a letter in the form of Exhibit A to the Certificate
---------
Purchase Agreement. The Series 1999-B Certificates shall bear a legend to the
effect set forth in Exhibit A hereto with respect to the Class A Certificates
---------
and Exhibit B hereto with respect to the Class B Certificates. None of the
---------
Transferor, the Transfer Agent and Registrar or the Trustee is obligated to
register the Investor Certificates under the Securities Act or any other
Securities or "Blue Sky" Law or to take any other action not otherwise required
under this Supplement or the Agreement to permit the transfer of Series 1999-B
Certificates without the registration of such Certificates or the receipt of the
Transferor's consent as described in this Section 15.
53
<PAGE>
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series 1999-B Supplement to be duly executed by their respective
officers as of the day and year first above written.
FIRST USA BANK, NATIONAL ASSOCIATION,
Transferor and Servicer
By: /s/ Daniel A. Long, Jr.
--------------------------------
Name: Daniel A. Long, Jr.
Title: Vice President
THE BANK OF NEW YORK (DELAWARE),
Trustee
By: /s/ Cheryl L. Laser
-------------------------------
Name: Cheryl L. Laser
Title: Vice President
54
<PAGE>
EXHIBIT A-1
-----------
FORM OF CLASS A-1 CERTIFICATE
THIS CLASS A-1 CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THIS CLASS A-1 CERTIFICATE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OF
ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
(A) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS OR (B) IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES OR "BLUE SKY" LAWS, TO A PERSON WHO IS AN ACCREDITED INVESTOR AS
DEFINED IN RULE 501(a) UNDER THE ACT. NONE OF THE TRANSFEROR, THE TRANSFER AGENT
AND REGISTRAR OR THE TRUSTEE IS OBLIGATED TO REGISTER THE CLASS A-1 CERTIFICATES
UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES OR "BLUE SKY" LAW.
EXCEPT AS SET FORTH BELOW, NEITHER THIS CLASS A-1 CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE ACQUIRED BY OR SOLD OR TRANSFERRED TO (A) ANY EMPLOYEE
BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYMENT RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA")) WHETHER OR NOT SUBJECT TO THE
PROVISIONS OF TITLE I OF ERISA, (B) ANY PLAN OR OTHER ARRANGEMENT (INCLUDING AN
INDIVIDUAL RETIREMENT ACCOUNT OR KEOGH PLAN) THAT IS SUBJECT TO SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (C) ANY ENTITY ACTING ON
BEHALF OF OR WITH "PLAN ASSETS" OF ANY SUCH PLAN, OR ANY OTHER "BENEFIT PLAN
INVESTOR" (WITHIN THE MEANING OF UNITED STATES DEPARTMENT OF LABOR ("DOL")
REGULATION SECTION 2510.3-101(f)(2)) (A "BENEFIT PLAN INVESTOR"). HOWEVER, THIS
CLASS A-1 CERTIFICATE MAY BE ACQUIRED AND HELD BY A BENEFIT PLAN INVESTOR IF (X)
THE INVESTOR IS PURCHASING THIS CLASS A-1 CERTIFICATE WITH ASSETS OF AN
"INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF DOL PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 ("PTCE 95-60")) (A "GENERAL ACCOUNT"), (Y) THE
INVESTOR'S PURCHASE OF THIS CLASS A-1 CERTIFICATE IS ELIGIBLE FOR THE EXEMPTIVE
RELIEF AFFORDED UNDER PTCE 95-60, AND (Z) LESS THAN 25% OF THE ASSETS OF SUCH
GENERAL ACCOUNT CONSTITUTE "PLAN ASSETS" OF BENEFIT PLAN INVESTORS. BY
ACCEPTING AND HOLDING THIS CLASS A-1 CERTIFICATE OR ANY INTEREST HEREIN, THE
HOLDER HEREOF OR ANY OWNER OF AN INTEREST HEREIN SHALL BE DEEMED TO HAVE
REPRESENTED AND WARRANTED TO THE FOREGOING ERISA REQUIREMENTS.
<PAGE>
ANY TRANSFER OF A DIRECT OR INDIRECT INTEREST IN THIS CLASS A-1 CERTIFICATE
IS SUBJECT TO THE PROVISIONS OF THE AGREEMENT AND SUBJECT TO CERTAIN LIMITATIONS
THEREIN SET FORTH.
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS A-1 CERTIFICATE WILL BE
REDUCED FROM TIME TO TIME BY DISTRIBUTIONS ON THIS CLASS A-1 CERTIFICATE
ALLOCABLE TO PRINCIPAL. IN ADDITION, THE PRINCIPAL BALANCE OF THIS CLASS A-1
CERTIFICATE MAY BE INCREASED AT THE REQUEST OF THE TRANSFEROR SUBJECT TO CERTAIN
TERMS AND CONDITIONS SET FORTH IN THE SERIES 1999-B SUPPLEMENT REFERRED TO
HEREIN. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CLASS A-1
CERTIFICATES, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS A-1 CERTIFICATE
MAY BE DIFFERENT FROM THE INITIAL OUTSTANDING PRINCIPAL BALANCE SHOWN BELOW.
ANYONE ACQUIRING THIS CLASS A-1 CERTIFICATE MAY ASCERTAIN THE CURRENT
OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS A-1 CERTIFICATE BY INQUIRY OF THE
TRUSTEE. ON THE DATE OF THE INITIAL ISSUANCE OF THE CLASS A-1 CERTIFICATES, THE
TRUSTEE IS THE BANK OF NEW YORK (DELAWARE).
REGISTERED INITIAL OUTSTANDING PRINCIPAL BALANCE
NO. ___ $_____________
Scheduled Series Termination Date: _______________
FIRST USA CREDIT CARD MASTER TRUST CLASS A-1 VARIABLE FUNDING
ASSET BACKED CERTIFICATE, SERIES 1999-B
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, National Association (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank, National Association, or any affiliate thereof)
This certifies that _______________ (the "Certificateholder") is the
registered owner of a fractional undivided interest in the First USA Credit Card
Master Trust (the "Trust") issued pursuant to the Pooling and Servicing
Agreement, dated as of September 1, 1992 between the Bank, as Transferor (the
"Transferor") and as Servicer (the "Servicer"), and The Bank of New York
(Delaware), as trustee (the "Trustee") of the Trust (as amended and supplemented
from time to time, the "Agreement") as supplemented by the Series 1999-B
Supplement (the
- -----------------------
* VISA(R) and MasterCard(R) are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
2
<PAGE>
"Series 1999-B Supplement"), dated as of June 28, 1999, 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 1999-B 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-1 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), c/o The Bank of New York, Corporate Trust Department, 101
Barclay Street, 12th Floor East, New York, New York 10286 Attention: Corporate
Trust Department. 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-1 Variable Funding Asset Backed Certificates, Series 1999-B" (the "Class
A-1 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-1 Certificate and terms specified in the Agreement,
the terms of the Agreement shall govern.
The Transferor has structured the Agreement, the Class A-1
Certificates, the First USA Credit Card Master Trust Class A-2 Variable Funding
Asset Backed Certificates, Series 1999-B (the "Class A-2 Certificates"), the
First USA Credit Card Master Trust Class B-1 Variable Funding Asset Backed
Certificates, Series 1999-B (the "Class B-1 Certificates") and the First USA
Credit Card Master Trust Class B-2 Variable Funding Asset Backed Certificates,
Series 1999-B (the "Class B-2 Certificates") with the intention that the Class
A-1 Certificates, the Class A-2 Certificates, the Class B-1 Certificates and the
Class B-2 Certificates will qualify under applicable tax law as indebtedness,
and the Transferor and each holder of a Class A-1 Certificate (a "Class A-1
Certificateholder") or any interest therein, by acceptance of its Class A-1
Certificate or any interest therein, agrees to treat the Class A-1 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-1 Certificates, the holders of the Class A-2 Certificates, the holders of the
Class B-1 Certificates, the holders of the Class B-2 Certificates and the
holders of the First USA Credit Card Master Trust Collateral Interest, Series
1999-B (the "Collateral Interest") (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-1 Certificates, the Class A-2
3
<PAGE>
Certificates, the Class B-1 Certificates, the Class B-2 Certificates and the
Collateral Interest, 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-1
Certificates, the Class A-2 Certificates, the Class B-1 Certificates, the Class
B-2 Certificates and the Collateral Interest (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.
To the extent not defined herein, capitalized terms used herein have
the respective meanings assigned to them in the Pooling and Servicing Agreement.
This Class A-1 Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the Class A-1
Certificateholder, by virtue of the acceptance hereof, assents and by which the
Class A-1 Certificateholder is bound.
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.
[Remainder of page intentionally left blank]
4
<PAGE>
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be
duly executed on this _____ day of June, 1999.
FIRST USA BANK, NATIONAL ASSOCIATION.
By:
-----------------------------------
Name: Daniel A. Long, Jr.
Title: Vice President
<PAGE>
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-1 Certificates referred to in the within-
mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK (DELAWARE),
as Authenticating Agent
By:
---------------------------------
Name:
Title:
Date: June ___, 1999
<PAGE>
EXHIBIT A-2
-----------
FORM OF CLASS A-2 CERTIFICATE
THIS CLASS A-2 CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THIS CLASS A-2 CERTIFICATE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OF
ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
(A) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS OR (B) IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES OR "BLUE SKY" LAWS, TO A PERSON WHO IS AN ACCREDITED INVESTOR AS
DEFINED IN RULE 501(a) UNDER THE ACT. NONE OF THE TRANSFEROR, THE TRANSFER AGENT
AND REGISTRAR OR THE TRUSTEE IS OBLIGATED TO REGISTER THE CLASS A-2 CERTIFICATES
UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES OR "BLUE SKY" LAW.
EXCEPT AS SET FORTH BELOW, NEITHER THIS CLASS A-2 CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE ACQUIRED BY OR SOLD OR TRANSFERRED TO (A) ANY EMPLOYEE
BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYMENT RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA")) WHETHER OR NOT SUBJECT TO THE
PROVISIONS OF TITLE I OF ERISA, (B) ANY PLAN OR OTHER ARRANGEMENT (INCLUDING AN
INDIVIDUAL RETIREMENT ACCOUNT OR KEOGH PLAN) THAT IS SUBJECT TO SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (C) ANY ENTITY ACTING ON
BEHALF OF OR WITH "PLAN ASSETS" OF ANY SUCH PLAN, OR ANY OTHER "BENEFIT PLAN
INVESTOR" (WITHIN THE MEANING OF UNITED STATES DEPARTMENT OF LABOR ("DOL")
REGULATION SECTION 2510.3-101(f)(2)) (A "BENEFIT PLAN INVESTOR"). HOWEVER, THIS
CERTIFICATE MAY BE ACQUIRED AND HELD BY A BENEFIT PLAN INVESTOR IF (X) THE
INVESTOR IS PURCHASING THIS CLASS A-2 CERTIFICATE WITH ASSETS OF AN "INSURANCE
COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF DOL PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 ("PTCE 95-60")) (A "GENERAL ACCOUNT"), (Y) THE INVESTOR'S
PURCHASE OF THE CERTIFICATE IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AFFORDED UNDER
PTCE 95-60, AND (Z) LESS THAN 25% OF THE ASSETS OF SUCH GENERAL ACCOUNT
CONSTITUTE "PLAN ASSETS" OF BENEFIT PLAN INVESTORS. BY ACCEPTING AND HOLDING
THIS CLASS A-2 CERTIFICATE OR ANY INTEREST HEREIN, THE HOLDER HEREOF OR ANY
OWNER OF AN INTEREST HEREIN SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED TO
THE FOREGOING ERISA REQUIREMENTS.
<PAGE>
[ANY TRANSFER OF A DIRECT OR INDIRECT INTEREST IN THIS CLASS A-2
CERTIFICATE IS SUBJECT TO THE PROVISIONS OF THE AGREEMENT AND SUBJECT TO CERTAIN
LIMITATIONS THEREIN SET FORTH.]
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS A-2 CERTIFICATE WILL
BE REDUCED FROM TIME TO TIME BY DISTRIBUTIONS ON THIS CLASS A-2 CERTIFICATE
ALLOCABLE TO PRINCIPAL. IN ADDITION, THE PRINCIPAL BALANCE OF THIS CLASS A-2
CERTIFICATE MAY BE INCREASED AT THE REQUEST OF THE TRANSFEROR SUBJECT TO CERTAIN
TERMS AND CONDITIONS SET FORTH IN THE SERIES 1999-B SUPPLEMENT REFERRED TO
HEREIN. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CLASS A-2
CERTIFICATES, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS A-2 CERTIFICATE
MAY BE DIFFERENT FROM THE INITIAL OUTSTANDING PRINCIPAL BALANCE SHOWN BELOW.
ANYONE ACQUIRING THIS CLASS A-2 CERTIFICATE MAY ASCERTAIN THE CURRENT
OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS A-2 CERTIFICATE BY INQUIRY OF THE
TRUSTEE. ON THE DATE OF THE INITIAL ISSUANCE OF THE CLASS A-2 CERTIFICATES, THE
TRUSTEE IS THE BANK OF NEW YORK (DELAWARE).
REGISTERED INITIAL OUTSTANDING PRINCIPAL BALANCE
NO. ___ $____________
Scheduled Series Termination Date: _________________
FIRST USA CREDIT CARD MASTER TRUST CLASS A-2 VARIABLE FUNDING
ASSET BACKED CERTIFICATE, SERIES 1999-B
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, National Association (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank, National Association, or any affiliate thereof)
This certifies that _____------- (the "Certificateholder") is the
registered owner of a fractional undivided interest in the First USA Credit Card
Master Trust (the "Trust") issued pursuant to the Pooling and Servicing
Agreement, dated as of September 1, 1992 between the Bank, as Transferor (the
"Transferor") and as Servicer (the "Servicer"), and The Bank of New York
(Delaware), as trustee (the "Trustee") of the Trust (as amended and supplemented
from time to time, the "Agreement") as supplemented by the Series 1999-B
Supplement (the
- ---------------------
* VISA (R) and MasterCard (R) are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
2
<PAGE>
"Series 1999-B Supplement"), dated as of June 28, 1999, 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 1999-B 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-2 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), c/o The Bank of New York, Corporate Trust Department, 101
Barclay Street, 12th Floor East, New York, New York 10286 Attention: Corporate
Trust Department. 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-2 Variable Funding Asset Backed Certificates, Series 1999-B" (the "Class
A-2 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-2 Certificate and terms specified in the Agreement,
the terms of the Agreement shall govern.
The Transferor has structured the Agreement, the Class A-2
Certificates, the First USA Credit Card Master Trust Class A-1 Variable Funding
Asset Backed Certificates, Series 1999-B (the "Class A-1 Certificates"), the
First USA Credit Card Master Trust Class B-1 Variable Funding Asset Backed
Certificates, Series 1999-A (the "Class B-1 Certificates") and the First USA
Credit Card Master Trust Class B-2 Variable Funding Asset Backed Certificates,
Series 1999-B (the "Class B-2 Certificates") with the intention that the Class
A-1 Certificates, the Class A-2 Certificates, the Class B-1 Certificates and the
Class B-2 Certificates will qualify under applicable tax law as indebtedness,
and the Transferor and each holder of a Class A-2 Certificate (a "Class A-2
Certificateholder") or any interest therein, by acceptance of its Class A-2
Certificate or any interest therein, agrees to treat the Class A-2 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-1 Certificates, the holders of the Class A-2 Certificates, the holders of the
Class B-1 Certificates, the holders of the Class B-2 Certificates and the
holders of the First USA Credit Card Master Trust Collateral Interest, Series
1999-B (the "Collateral Interest") (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-1 Certificates, the Class A-2
3
<PAGE>
Certificates, the Class B-1 Certificates, the Class B-2 Certificates and the
Collateral Interest, 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-1
Certificates, Class A-2 Certificates, the Class B-1 Certificates, the Class B-2
Certificates and the Collateral Interest (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.
To the extent not defined herein, capitalized terms used herein have
the respective meanings assigned to them in the Pooling and Servicing Agreement.
This Class A-2 Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the Class A-2
Certificateholder, by virtue of the acceptance hereof, assents and by which the
Class A-2 Certificateholder is bound.
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.
[Remainder of page intentionally left blank]
4
<PAGE>
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be
duly executed on this ____ day of June, 1999.
FIRST USA BANK, NATIONAL ASSOCIATION
By:
---------------------------------
Name: Daniel A. Long, Jr.
Title: Vice President
<PAGE>
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-2 Certificates referred to in the within-
mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK (DELAWARE),
as Authenticating Agent
By:
-------------------------------
Name:
Title:
Date: June ___, 1999
<PAGE>
EXHIBIT B-1
-----------
FORM OF CLASS B-1 CERTIFICATE
THIS CLASS B-1 CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THIS CLASS B-1 CERTIFICATE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OF
ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
(A) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS OR (B) IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES OR "BLUE SKY" LAWS, TO A PERSON WHO IS AN ACCREDITED INVESTOR AS
DEFINED IN RULE 501(a) UNDER THE ACT. NONE OF THE TRANSFEROR, THE TRANSFER AGENT
AND REGISTRAR OR THE TRUSTEE IS OBLIGATED TO REGISTER THE CLASS B-1 CERTIFICATES
UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES OR "BLUE SKY" LAW.
EXCEPT AS SET FORTH BELOW, NEITHER THIS CLASS B-1 CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE ACQUIRED BY OR SOLD OR TRANSFERRED TO (A) ANY EMPLOYEE
BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYMENT RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA")) WHETHER OR NOT SUBJECT TO THE
PROVISIONS OF TITLE I OF ERISA, (B) ANY PLAN OR OTHER ARRANGEMENT (INCLUDING AN
INDIVIDUAL RETIREMENT ACCOUNT OR KEOGH PLAN) THAT IS SUBJECT TO SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (C) ANY ENTITY ACTING ON
BEHALF OF OR WITH "PLAN ASSETS" OF ANY SUCH PLAN, OR ANY OTHER "BENEFIT PLAN
INVESTOR" (WITHIN THE MEANING OF UNITED STATES DEPARTMENT OF LABOR ("DOL")
REGULATION SECTION 2510.3-101(f)(2)) (A "BENEFIT PLAN INVESTOR"). HOWEVER, THIS
CLASS B-1 CERTIFICATE MAY BE ACQUIRED AND HELD BY A BENEFIT PLAN INVESTOR IF (X)
THE INVESTOR IS PURCHASING THIS CLASS B-1 CERTIFICATE WITH ASSETS OF AN
"INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF DOL PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 ("PTCE 95-60")) (A "GENERAL ACCOUNT"), (Y) THE
INVESTOR'S PURCHASE OF THIS CLASS B-1 CERTIFICATE IS ELIGIBLE FOR THE EXEMPTIVE
RELIEF AFFORDED UNDER PTCE 95-60, AND (Z) LESS THAN 25% OF THE ASSETS OF SUCH
GENERAL ACCOUNT CONSTITUTE "PLAN ASSETS" OF BENEFIT PLAN INVESTORS. BY
ACCEPTING AND HOLDING THIS CLASS B-1 CERTIFICATE OR ANY INTEREST HEREIN, THE
HOLDER HEREOF OR ANY OWNER OF AN INTEREST HEREIN SHALL BE DEEMED TO HAVE
REPRESENTED AND WARRANTED TO THE FOREGOING ERISA REQUIREMENTS.
ANY TRANSFER OF A DIRECT OR INDIRECT INTEREST IN THIS CLASS B-1 CERTIFICATE
IS SUBJECT TO THE PROVISIONS OF THE AGREEMENT AND SUBJECT TO CERTAIN LIMITATIONS
THEREIN SET FORTH.
<PAGE>
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS B-1 CERTIFICATE WILL BE
REDUCED FROM TIME TO TIME BY DISTRIBUTIONS ON THIS CLASS B-1 CERTIFICATE
ALLOCABLE TO PRINCIPAL. IN ADDITION, THE PRINCIPAL BALANCE OF THIS CLASS B-1
CERTIFICATE MAY BE INCREASED AT THE REQUEST OF THE TRANSFEROR SUBJECT TO CERTAIN
TERMS AND CONDITIONS SET FORTH IN THE SERIES 1998-1 SUPPLEMENT REFERRED TO
HEREIN. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CLASS B-1
CERTIFICATES, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS B-1 CERTIFICATE
MAY BE DIFFERENT FROM THE INITIAL OUTSTANDING PRINCIPAL BALANCE SHOWN BELOW.
ANYONE ACQUIRING THIS CLASS B-1 CERTIFICATE MAY ASCERTAIN THE CURRENT
OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS B-1 CERTIFICATE BY INQUIRY OF THE
TRUSTEE. ON THE DATE OF THE INITIAL ISSUANCE OF THE CLASS B-1 CERTIFICATES, THE
TRUSTEE IS THE BANK OF NEW YORK (DELAWARE).
REGISTERED INITIAL OUTSTANDING PRINCIPAL BALANCE
NO. ___ $___________
Scheduled Series Termination Date: ______________
FIRST USA CREDIT CARD MASTER TRUST CLASS B-1 VARIABLE FUNDING
ASSET BACKED CERTIFICATE, SERIES 1999-B
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, National Association (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank, National Association., or any affiliate thereof)
This certifies that _____________ (the "Certificateholder") is the
registered owner of a fractional undivided interest in the First USA Credit Card
Master Trust (the "Trust") issued pursuant to the Pooling and Servicing
Agreement, dated as of September 1, 1992 between the Bank, as Transferor (the
"Transferor") and as Servicer (the "Servicer"), and The Bank of New York
(Delaware), as trustee (the "Trustee") of the Trust (as amended and supplemented
from time to time, the "Agreement") as supplemented by the Series 1999-B
Supplement (the "Series 1999-B Supplement"), dated as of June 28, 1999, 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
- ------------------
* VISA (R) and MasterCard (R) are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
2
<PAGE>
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 1999-B 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), c/o The Bank of New York, Corporate Trust Department, 101
Barclay Street, 12th Floor East, New York, New York 10286 Attention: Corporate
Trust Department. 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-1 Variable Funding Asset Backed Certificates, Series 1999-B" (the "Class
B-1 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-1 Certificate and terms specified in the Agreement,
the terms of the Agreement shall govern.
The Transferor has structured the Agreement, the Class B-1
Certificates, the First USA Credit Card Master Trust Class A-1 Variable Funding
Asset Backed Certificates, Series 1999-B (the "Class A-1 Certificates"), the
First USA Credit Card Master Trust Class A-2 Variable Funding Asset Backed
Certificates, Series 1999-B (the "Class A-2 Certificates") and the First USA
Credit Card Master Trust Class B-2 Variable Funding Asset Backed Certificates,
Series 1999-B (the "Class B-2 Certificates") with the intention that the Class
A-1 Certificates, the Class A-2 Certificates, the Class B-1 Certificates and the
Class B-2 Certificates will qualify under applicable tax law as indebtedness,
and the Transferor and each holder of a Class B-1 Certificate (a "Class B-1
Certificateholder") or any interest therein, by acceptance of its Class B-1
Certificate or any interest therein, agrees to treat the Class B-1 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-1 Certificates, the holders of the Class A-2 Certificates, the holders of the
Class B-1 Certificates, the holders of the Class B-2 Certificates and the
holders of the First USA Credit Card Master Trust Collateral Interest, Series
1999-B (the "Collateral Interest") (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-1 Certificates, the Class A-2 Certificates, the Class B-1
Certificates, the Class B-2 Certificates and the Collateral Interest, 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
3
<PAGE>
Certificate will represent the interest in the Principal Receivables not
represented by the Class A-1 Certificates, the Class A-2 Certificates, the Class
B-1 Certificates, the Class B-2 Certificates and the Collateral Interest
(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.
To the extent not defined herein, capitalized terms used herein have
the respective meanings assigned to them in the Pooling and Servicing Agreement.
This Class B-1 Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the Class B-1
Certificateholder, by virtue of the acceptance hereof, assents and by which the
Class B-1 Certificateholder is bound.
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.
[Remainder of page intentionally left blank]
4
<PAGE>
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be
duly executed on this ____ day of June, 1999.
FIRST USA BANK, NATIONAL ASSOCIATION
By:
---------------------------------
Name: Daniel A. Long, Jr.
Title: Vice President
<PAGE>
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-1 Certificates referred to in the within-
mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK (DELAWARE),
as Authenticating Agent
By:
----------------------------
Name:
Title:
Date: June ___, 1999
<PAGE>
EXHIBIT B-2
-----------
FORM OF CLASS B-2 CERTIFICATE
THIS CLASS B-2 CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THIS CLASS B-2 CERTIFICATE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OF
ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
(A) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS OR (B) IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES OR "BLUE SKY" LAWS, TO A PERSON WHO IS AN ACCREDITED INVESTOR AS
DEFINED IN RULE 501(a) UNDER THE ACT. NONE OF THE TRANSFEROR, THE TRANSFER AGENT
AND REGISTRAR OR THE TRUSTEE IS OBLIGATED TO REGISTER THE CLASS B-2 CERTIFICATES
UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES OR "BLUE SKY" LAW.
EXCEPT AS SET FORTH BELOW, NEITHER THIS CLASS B-2 CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE ACQUIRED BY OR SOLD OR TRANSFERRED TO (A) ANY EMPLOYEE
BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYMENT RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA")) WHETHER OR NOT SUBJECT TO THE
PROVISIONS OF TITLE I OF ERISA, (B) ANY PLAN OR OTHER ARRANGEMENT (INCLUDING AN
INDIVIDUAL RETIREMENT ACCOUNT OR KEOGH PLAN) THAT IS SUBJECT TO SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (C) ANY ENTITY ACTING ON
BEHALF OF OR WITH "PLAN ASSETS" OF ANY SUCH PLAN, OR ANY OTHER "BENEFIT PLAN
INVESTOR" (WITHIN THE MEANING OF UNITED STATES DEPARTMENT OF LABOR ("DOL")
REGULATION SECTION 2510.3-101(f)(2)) (A "BENEFIT PLAN INVESTOR"). HOWEVER, THIS
CLASS B-2 CERTIFICATE MAY BE ACQUIRED AND HELD BY A BENEFIT PLAN INVESTOR IF (X)
THE INVESTOR IS PURCHASING THIS CLASS B-2 CERTIFICATE WITH ASSETS OF AN
"INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF DOL PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 ("PTCE 95-60")) (A "GENERAL ACCOUNT"), (Y) THE
INVESTOR'S PURCHASE OF THIS CLASS B-2 CERTIFICATE IS ELIGIBLE FOR THE EXEMPTIVE
RELIEF AFFORDED UNDER PTCE 95-60, AND (Z) LESS THAN 25% OF THE ASSETS OF SUCH
GENERAL ACCOUNT CONSTITUTE "PLAN ASSETS" OF BENEFIT PLAN INVESTORS. BY
ACCEPTING AND HOLDING THIS CLASS B-2 CERTIFICATE OR ANY INTEREST HEREIN, THE
HOLDER HEREOF OR ANY OWNER OF AN INTEREST HEREIN SHALL BE DEEMED TO HAVE
REPRESENTED AND WARRANTED TO THE FOREGOING ERISA REQUIREMENTS.
<PAGE>
ANY TRANSFER OF A DIRECT OR INDIRECT INTEREST IN THIS CLASS B-2 CERTIFICATE
IS SUBJECT TO THE PROVISIONS OF THE AGREEMENT AND SUBJECT TO CERTAIN LIMITATIONS
THEREIN SET FORTH.
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS B-2 CERTIFICATE WILL BE
REDUCED FROM TIME TO TIME BY DISTRIBUTIONS ON THIS CLASS B-2 CERTIFICATE
ALLOCABLE TO PRINCIPAL. IN ADDITION, THE PRINCIPAL BALANCE OF THIS CLASS B-2
CERTIFICATE MAY BE INCREASED AT THE REQUEST OF THE TRANSFEROR SUBJECT TO CERTAIN
TERMS AND CONDITIONS SET FORTH IN THE SERIES 1998-1 SUPPLEMENT REFERRED TO
HEREIN. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CLASS B-2
CERTIFICATES, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS B-2 CERTIFICATE
MAY BE DIFFERENT FROM THE INITIAL OUTSTANDING PRINCIPAL BALANCE SHOWN BELOW.
ANYONE ACQUIRING THIS CLASS B-2 CERTIFICATE MAY ASCERTAIN THE CURRENT
OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS B-2 CERTIFICATE BY INQUIRY OF THE
TRUSTEE. ON THE DATE OF THE INITIAL ISSUANCE OF THE CLASS B-2 CERTIFICATES, THE
TRUSTEE IS THE BANK OF NEW YORK.
REGISTERED INITIAL OUTSTANDING PRINCIPAL BALANCE
NO. ___ $____________
Scheduled Series Termination Date: _________________
FIRST USA CREDIT CARD MASTER TRUST CLASS B-2 VARIABLE FUNDING
ASSET BACKED CERTIFICATE, SERIES 1999-B
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, National Association (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank, National Association, or any affiliate thereof)
This certifies that ____________ (the "Certificateholder") is the
registered owner of a fractional undivided interest in the First USA Credit Card
Master Trust (the "Trust") issued pursuant to the Pooling and Servicing
Agreement, dated as of September 1, 1992 between the Bank, as Transferor (the
"Transferor") and as Servicer (the "Servicer"), and The Bank of New York
(Delaware), as trustee (the "Trustee") of the Trust (as amended and supplemented
from time to time, the "Agreement") as supplemented by the Series 1999-B
Supplement (the
- ---------------------
* VISA (R) and MasterCard (R) are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
2
<PAGE>
"Series 1999-B Supplement"), dated as of June 28, 1999, 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 1999-B 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), c/o The Bank of New York, Corporate Trust Department, 101
Barclay Street, 12th Floor East, New York, New York 10286 Attention: Corporate
Trust Department. 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-2 Variable Funding Asset Backed Certificates, Series 1999-B" (the "Class
B-2 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-2 Certificate and terms specified in the Agreement,
the terms of the Agreement shall govern.
The Transferor has structured the Agreement, the Class B-2
Certificates, the First USA Credit Card Master Trust Class A-1 Variable Funding
Asset Backed Certificates, Series 1999-B (the "Class A-1 Certificates"), the
First USA Credit Card Master Trust Class A-2 Variable Funding Asset Backed
Certificates, Series 1999-B (the "Class A-2 Certificates") and the First USA
Credit Card Master Trust Class B-1 Variable Funding Asset Backed Certificates,
Series 1999-B (the "Class B-1 Certificates") with the intention that the Class
A-1 Certificates, the Class A-2 Certificates, the Class B-1 Certificates and the
Class B-2 Certificates will qualify under applicable tax law as indebtedness,
and the Transferor and each holder of a Class B-2 Certificate (a "Class B-2
Certificateholder") or any interest therein, by acceptance of its Class B-2
Certificate or any interest therein, agrees to treat the Class B-2 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-1 Certificates, the holders of the Class A-2 Certificates, the holders of the
Class B-1 Certificates, the holders of the Class B-2 Certificates and the
holders of the First USA Credit Card Master Trust Collateral Interest, Series
1999-B (the "Collateral Interest") (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-1 Certificates, the Class A-2
3
<PAGE>
Certificates, the Class B-1 Certificates, the Class B-2 Certificates and the
Collateral Interest, 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-1
Certificates, the Class A-2 Certificates, the Class B-1 Certificates, the Class
B-2 Certificates and the Collateral Interest (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.
To the extent not defined herein, capitalized terms used herein have
the respective meanings assigned to them in the Pooling and Servicing Agreement.
This Class B-2 Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the Class B-2
Certificateholder, by virtue of the acceptance hereof, assents and by which the
Class B-2 Certificateholder is bound.
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.
[Remainder of page intentionally left blank]
4
<PAGE>
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be
duly executed on this ____ day of June, 1999.
FIRST USA BANK, NATIONAL ASSOCIATION
By:
--------------------------------
Name: Daniel A. Long, Jr.
Title: Vice President
<PAGE>
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-2 Certificates referred to in the within-
mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK (DELAWARE),
as Authenticating Agent
By:
-----------------------------
Name:
Title:
Date: June __, 1999
<PAGE>
EXHIBIT C
---------
FORM OF NOTICE OF PARTIAL AMORTIZATION
--------------------------------------
[Date]
The Bank of New York (Delaware),
as Trustee
c/o The Bank of New York
450 West 33rd Street, 14th Floor
New York, New York 10286
Attention: [____________]
- -------------------------
as Agent
- -------------------------
- -------------------------
Attention:
--------------
Re: First USA Credit Card Master Trust, Series 1999-B Certificates
--------------------------------------------------------------
Ladies and Gentlemen:
Pursuant to Section 4.07(b) of the Series 1999-B Supplement, dated as of
June 28, 1999, to the Pooling and Servicing Agreement, dated as of September 1,
1992, each by and between First USA Bank, National Association, a national
banking association, as Transferor and Servicer, and The Bank of New York
(Delaware), as Trustee (terms defined therein being used herein as therein
defined), this notice represents the Transferor's request to reduce the Class A-
1 Invested Amount, the Class A-2 Invested Amount, the Class B-1 Invested Amount,
the Class B-2 Invested Amount, and the Collateral Invested Amount pro rata,
beginning on the Specified Date of ___________ by an aggregate amount equal to
$_____________.
Very truly yours,
FIRST USA BANK, NATIONAL ASSOCIATION
as Transferor
By:
---------------------------
Name:
Title:
<PAGE>
EXHIBIT D
---------
MONTHLY ALLOCATIONS AND PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
FIRST USA BANK, NATIONAL ASSOCIATION
-------------------------
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1999-B
-------------------------
Monthly Period: _____________
Distribution Date:_____________
Transfer Date: _____________
The undersigned, a duly authorized representative of First USA Bank, National
Association (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 1999-B Supplement, dated as of June 28, 1999 (the "Supplement"),
by and between the Bank and The Bank of New York (Delaware), as Trustee (the
"Trustee"), does hereby certify as follows:
A. 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, as amended by the
Supplement. This Certificate is delivered pursuant to Section 4.09 of the
Pooling and Servicing Agreement.
B. The Bank is Servicer under the Pooling and Servicing Agreement.
C. The undersigned is a Servicing Officer.
D. 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 of the Pooling and Servicing Agreement, the Servicer
does hereby instruct the Trustee (i) to make a withdrawal from the Finance
Charge Account on the above referenced Transfer Date under the Pooling and
Servicing Agreement, in an aggregate amount as set forth below in respect of the
following amounts and (ii) to apply the proceeds of such withdrawal in
accordance with Section 4.05:
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS Series 1999-B
Page 2
1. A. Total Class A Available Funds ..............................._______
B. Pursuant to subsection 4.09(a)(i-a):
-----------------------------------
Any unreimbursed Servicer Advances with respect
to Class A Monthly Interest shall be paid to the Servicer ..._______
C. Pursuant to subsection 4.09(a)(i) the following amounts shall
-------------------------------------------------------------
be deposited into the Interest Funding Account:
----------------------------------------------
Interest to be paid to the Class A-1 and Class A-2
Certificateholders at the Certificate
Rate for the Interest Period on the Outstanding
Principal Balance (less Servicer Advances) .................._______
----
D. Pursuant to subsection 4.09(a)(ii) the following amounts shall
--------------------------------------------------------------
be distributed to the Servicer:
------------------------------
Class A Monthly Servicing Fee for the related
Distribution Date if the Bank is no longer Servicer ........._______
E. Pursuant to subsection 4.09(a)(iii) the following amounts shall
---------------------------------------------------------------
be distributed to the Holder of the Exchangeable Transferor
-----------------------------------------------------------
Certificate or deposited into the Principal Account, as applicable:
-------------------------------------------------------------------
1. Class A-1 Investor Default Amount for
the related Monthly Period ............................._______
2. Class A-2 Investor Default Amount for
the related Monthly Period ............................._______
E. Pursuant to subsection 4.09(a)(iv) the following amounts shall
--------------------------------------------------------------
be paid to the Certificate Agents:
---------------------------------
1. Class A-1 Increase Cost Amount ........................._______
2. Class A-2 Increase Cost Amount ........................._______
F. Pursuant to subsection 4.09(a)(v):
---------------------------------
Amount constituting Excess Finance Charge Collections
to be distributed pursuant to Section 4.13 .................._______
2. A. Total Class B Available Funds ..............................._______
B. Pursuant to subsection 4.09(b)(i-a):
-----------------------------------
Any unreimbursed Servicer Advances with respect
to Class B Monthly Interest shall be paid to the Servicer ..._______
C. Pursuant to subsections 4.09(b)(i) the following amounts
--------------------------------------------------------
shall be deposited into the Interest Funding Account:
----------------------------------------------------
Interest to be paid to the Class B-1 and Class B-2
Certificateholders at the Certificate
Rate for the Interest Period on the Outstanding
Principal Balance (less Servicer Advances) .................._______
----
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS Series 1999-B
Page 3
C. Pursuant to subsection 4.09(b)(ii) the following amounts
--------------------------------------------------------
shall be distributed to the Servicer:
------------------------------------
Class B Monthly Servicing Fee for such Distribution
Date if Bank is no longer Servicer ..........................._______
D. Pursuant to subsection 4.09(b)(iii) the following amounts shall
---------------------------------------------------------------
be paid to the Certificate Agents:
---------------------------------
1. Class B-1 Increase Cost Amount .........................._______
2. Class B-2 Increase Cost Amount .........................._______
E. Pursuant to subsection 4.09(b)(iv):
-----------------------------------
Amount constituting Excess Finance Charge Collections
to be distributed per Section 4.13 ..........................._______
3. A. Total Collateral Available Funds ............................._______
B. Pursuant to subsection 4.09(c)(i) the following amounts shall
-------------------------------------------------------------
be distributed to the Servicer:
------------------------------
Collateral Monthly Servicing Fee for the related
Distribution Date if Bank is no longer Servicer .............._______
C. Pursuant to subsection 4.09(c)(ii):
----------------------------------
Amount constituting Excess Finance Charge Collections
to be distributed per Section 4.13 ..........................._______
4. Pursuant to subsections 4.09(a)(iv), 4.09(b)(iv) and 4.09(c)(ii):
-----------------------------------------------------------------
A. Amount constituting Excess Finance Charge Collections
to be distributed per Section 4.13 ..........................._______
Total Excess Finance Charge Collections ......................
=======
II. APPLICATION OF EXCESS FINANCE CHARGE COLLECTIONS
------------------------------------------------
Pursuant to Section 4.13, the Servicer hereby instructs the Trustee to apply
Excess Finance Charge Collections, determined pursuant to the provisions of
Section 4.09, in the following priority:
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):
-------------------------------
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS Series 1999-B
Page 4
Amount equal to unpaid Class B Monthly Interest
Due on the Class B Outstanding Principal Balance ............._______
D. Pursuant to subsection 4.13(d) the following amounts
-----------------------------------------------------
shall be distributed to the Holder of the Exchangeable Transferor
-----------------------------------------------------------------
Certificate or deposited into the Principal Account, as applicable:
-------------------------------------------------------------------
Class B Investor Default Amount for the
related Distribution Date ...................................._______
E. Pursuant to subsection 4.13(e) the following amounts
-----------------------------------------------------
shall be distributed to the Holder of the Exchangeable Transferor
-----------------------------------------------------------------
Certificate or deposited into the Principal Account, as applicable:
-------------------------------------------------------------------
Reimbursement of Class B Invested Amount which has
been reduced for reasons other than principal payments........_______
F. Pursuant to subsection 4.13(f) the following amounts
-----------------------------------------------------
shall be distributed to the Servicer and Collateral Interest Holder:
-------------------------------------------------------------------
1. Unreimbursed Servicer Advances with respect
to Collateral Monthly Interest paid to Servicer ........._______
2. Collateral Monthly Interest plus Collateral
Monthly Interest previously due but not paid ............_______
G. Pursuant to subsection 4.13(g) the following amounts
----------------------------------------------------
shall be paid to the Servicer:
------------------------------
Unpaid Investor Monthly Servicing Fee for the related
Distribution Date ............................................_______
H. Pursuant to subsection 4.13(h) the following amounts
-----------------------------------------------------
shall be distributed to the Holder of the Exchangeable Transferor
-----------------------------------------------------------------
Certificate or deposited into the Principal Account, as applicable:
------------------------------------------------------------------
Collateral Interest Default Amount for the preceding
Monthly Period ..............................................._______
I. Pursuant to subsection 4.13(i) the following amounts
-----------------------------------------------------
shall be distributed to the Holder of the Exchangeable Transferor
-----------------------------------------------------------------
Certificate or deposited into the Principal Account, as applicable:
------------------------------------------------------------------
Amount of Collateral Interest Amount which has
been reduced below the Required Collateral Invested Amount
for reasons other than principal payments ...................._______
J. Pursuant to subsection 4.13(j) the following amounts shall
----------------------------------------------------------
be paid to the Certificate Agents:
---------------------------------
1. Class A-1 Increase Cost ................................._______
2. Class A-2 Increase Cost ................................._______
K. Pursuant to subsection 4.13(k) the following amounts shall
----------------------------------------------------------
be paid to the Certificate Agents:
---------------------------------
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS Series 1999-B
Page 5
1. Class B-1 Increase Cost ................................._______
2. Class B-2 Increase Cost ................................._______
L. Pursuant to subsection 4.l3(l) the following amounts
-----------------------------------------------------
shall be paid to the Collateral Interest Holder:
-----------------------------------------------
Aggregate of any other amounts required to be applied
pursuant to the Loan Agreement, including
Collateral Increase Cost Amount .............................._______
M. Pursuant to subsection 4.13(m):
------------------------------
Balance to be distributed to the Holder of the Transferor
Certificate .................................................._______
III. APPLICATION OF PRINCIPAL COLLECTIONS
------------------------------------
Pursuant to Sections 4.05, 4.07, 4.09 and 4.14, 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 Amortization Period and Partial Amortization) ........_______
Class A Investor Charge-Offs
(during Amortization Period and Partial Amortization) ........_______
Total Class A Monthly Principal ........................._______
2. Class B Principal Collections ................................_______
Class B Investor Default Amount
(during Amortization Period and Partial Amortization) ........_______
Class B Investor Charge-Offs
(during Amortization Period and Partial Amortization) ........_______
Total Class B Monthly Principal.........................._______
3. Collateral Interest Principal Collections ...................._______
Collateral Interest Default Amt .............................._______
Collateral Interest Charge-Offs .............................._______
Total Collateral Interest Monthly Principal.............._______
4. Excess Principal Collections from other Series ..............._______
Total Principal Collections .............................
=======
B. Allocation of Principal Collections
-----------------------------------
<PAGE>
MONTHLY PAYMENT INSTRUCTIONS Series 1999-B
Page 6
1. Amount of Collateral Interest
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 Collateral Interest Holders ............_______
7. Amount returned to Transferor .................................._______
Total Principal Allocations ..........................
=======
IV. TRUSTEE DISBURSEMENT SUMMARY
----------------------------
1. Investor Monthly Servicing Fee paid to Bank ..............._______
2. Total Default Amounts paid to Bank ........................_______
3. Monthly Principal Collections to Bank ....................._______
4. Repayment of Servicer Advances ............................_______
Total to Bank..............................................
=======
4. Interest payment to Class A Certificateholders..................._______
5. Interest payment to Class B Certificateholders ............_______
6. Interest payment to Collateral Interest Holders ..........._______
7. Principal to Certificateholders ..........................._______
8. Monthly Principal Payment to Collateral Interest Holders .._______
9. Excess Spread paid to Collateral Interest Holders ........._______
Total Disbursements .......................................
=======
Total Class A, B and Collateral Interest
funds to be allocated ...................................
=======
<PAGE>
EXHIBIT E
---------
FORM OF CERTIFICATE PRINCIPAL BALANCE INCREASE REQUEST
------------------------------------------------------
[Date]
The Bank of New York (Delaware),
as Trustee
c/o The Bank of New York
450 West 33rd Street, 14th Floor
New York, New York 10286
Attention: Corporate Trust Department
- ----------------------------------,
as Collateral Interest Holder
- ----------------------------------
- ----------------------------------
Attention:
-----------------------
- ----------------------------------,
as Agent
- ----------------------------------
- ----------------------------------
Attention:
------------------------
Re: First USA Credit Card Master Trust, Series 1999-B Certificates
Ladies and Gentlemen:
Pursuant to subsection 4.15(a) of the Series 1999-B Supplement, dated as of
June 28, 1999 to the Pooling and Servicing Agreement, dated as of September 1,
1992 each by and between First USA Bank, National Association, a national
banking association, as Transferor and Servicer, and The Bank of New York
(Delaware), as Trustee (terms defined therein being used herein as therein
defined), the Seller hereby irrevocably requests a Certificate Principal Balance
Increase as follows:
1. The requested aggregate amount of such Class A-1 Principal Balance Increase
is $___________.
<PAGE>
2. The requested aggregate amount of such Class A-2 Principal Balance Increase
is $________.
3. The requested aggregate amount of such Class B-1 Principal Balance Increase
is $________.
4. The requested aggregate amount of such Class B-2 Principal Balance Increase
is $________.
5. The requested aggregate amount of such Collateral Principal Balance Increase
is $________.
6. Such Certificate Principal Balance Increase is requested to be made on
____________, the Increase Date.
7. Proceeds of such Certificate Principal Balance Increase shall be remitted on
the applicable Increase Date in immediately available funds to [specify
payment instructions].
Very truly yours,
FIRST USA BANK, NATIONAL ASSOCIATION
as Transferor
By:
------------------------------
Name:
Title:
<PAGE>
EXHIBIT F
---------
FORM OF CERTIFICATE PRINCIPAL BALANCE INCREASE CONFIRMATION
-----------------------------------------------------------
[Date]
The Bank of New York (Delaware),
as Trustee
c/o The Bank of New York
450 West 33rd Street, 14th Floor
New York, New York 10286
Attention: [_______________]
Re: First USA Credit Card Master Trust, Series 1999-B Certificates
--------------------------------------------------------------
Ladies and Gentlemen:
Pursuant to subsection 4.15(b) of the Series 1999-B Supplement, dated as of
June 28, 1999 to the Pooling and Servicing Agreement, dated as of September 1,
1992, each by and between First USA Bank, National Association, a national
banking association, as Transferor and Servicer, and The Bank of New York
(Delaware), as Trustee (terms defined therein being used herein as therein
defined), the undersigned hereby advise the Trustee that on the [_____________]
Increase Date a Class A-1 Certificate Principal Balance Increase in the
aggregate amount of $__________, a Class A-2 Certificate Principal Balance
Increase in the aggregate amount of $__________, a Class B-1 Certificate
Purchase Balance Increase in the aggregate amount of $_________, a Class B-2
Certificate Purchase Balance Increase in the aggregate amount of $________ and a
Collateral Principal Balance Increase in the aggregate amount of $_______
were made by the undersigned.
Very truly yours,
FIRST USA BANK, NATIONAL ASSOCIATION
as Transferor
By:
-----------------------------
Name:
Title:
F-1
<PAGE>
[________________________________]
as Collateral Interest Holder
By:
Name:
Title:
[__________________________]
as Certificate Agent
By:
---------------------------
Name:
Title:
[Signature Page to Certificate Principal Balance Increase Confirmation]
F-2
<PAGE>
EXHIBIT G
---------
MONTHLY CERTIFICATEHOLDERS' STATEMENT
FIRST USA BANK, NATIONAL ASSOCIATION
----------------------------------
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1999-B
----------------------------------
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,
National Association (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 1999-B 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.
A. Information Regarding the Current Monthly Distribution.
------------------------------------------------------
1. The total amount of the distribution to
Certificateholders on the Distribution Date per
$1,000 original certificate principal amount
Class A-1....................._______
Class A-2....................._______
Class B-1....................._______
Class B-2....................._______
Collateral Invested Amount...._______
2. The amount of the distribution
in respect of interest on the Certificates,
per $1,000 original certificate principal amount:
Class A-1....................._______
Class A-2....................._______
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT Series 1999-B
Page 2
Class B-1....................._______
Class B-2....................._______
Collateral Invested Amount...._______
3. The amount of the distribution
in respect of principal on the Certificates, per
$1,000 original certificate principal amount:
Class A-1....................._______
Class A-2....................._______
Class B-1....................._______
Class B-2....................._______
Collateral Invested Amount...._______
B. Information Regarding the Performance of the Trust.
--------------------------------------------------
1. Allocation of Principal Receivables.
-----------------------------------
The aggregate amount of Allocations of Principal
Receivables processed during the Monthly Period
which were allocated in respect of the Certificates:
Class A-1.......................$_______
Class A-2.......................$_______
Class B-1.......................$_______
Class B-2.......................$_______
Collateral Invested Amount......$_______
Total...........................$
=======
2. Allocation of Finance Charge Receivables.
-----------------------------------------
The aggregate amount of Allocations of Finance
Charge Receivables processed during the Monthly
Period which were allocated in respect of the Certificates:
Class A-1.......................$_______
Class A-2.......................$_______
Class B-1.......................$_______
Class B-2.......................$_______
Collateral Invested Amount......$_______
Total...........................$
=======
3. Principal Receivables / Investor Percentages.
--------------------------------------------
(a) The aggregate amount of Principal Receivables in
the Trust as of the last day of the Monthly Period....... ______
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT Series 1999-B
Page 3
(b) Invested Amount as of the last day
of the preceding month:
Class A-1.......................$_______
Class A-2.......................$_______
Class B-1.......................$_______
Class B-2.......................$_______
Collateral Invested Amount......$_______
Total...........................$
=======
(c) The Floating Allocation Percentage: The Invested
Amount set forth in paragraph 3.(b) above as a
percentage of the aggregate amount of Principal
Receivables set forth in paragraph 3.(a) above
Class A-1.......................$_______
Class A-2.......................$_______
Class B-1.......................$_______
Class B-2.......................$_______
Collateral Invested Amount......$_______
Total...........................$
=======
(d) During the Amortization Period or any Partial
Amortization Period: The Invested Amount
as of ____________(the last day of the
Revolving Period):
Class A-1.......................$_______
Class A-2.......................$_______
Class B-1.......................$_______
Class B-2.......................$_______
Collateral Invested Amount......$_______
Total...........................$
=======
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT Series 1999-B
Page 4
(e) The Fixed/Floating Allocation Percentage: The
Invested Amount set forth in paragraph 3.(d)
above as a percentage of the aggregate amount of
Principal Receivables set forth in paragraph 3.(a) above:
Class A-1.......................$_______
Class A-2.......................$_______
Class B-1.......................$_______
Class B-2.......................$_______
Collateral Invested Amount......$_______
Total...........................$
=======
4. 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 day.....................$_______
b. 65 - 94 days....................$_______
c. 95 - 124 days...................$_______
d. 125 - 154 days..................$_______
e. 155 or more days................$_______
Total....................$
=======
5. Monthly Investor Default Amount.
-------------------------------
(a) The aggregate amount of all defaulted Principal
Receivables written off as uncollectible during the
Monthly Period allocable to the Invested
Amount (the aggregate "Investor Default
Amount"):
Class A-1 Investor Default Amt...$_______
Class A-2 Investor Default Amt...$_______
Class B-1 Investor Default Amt...$_______
Class B-2 Investor Default Amt...$_______
Collateral Investor Default Amt..$_______
Investor Default Amt (Total).....$
=======
<PAGE>
MONTHLY CERTIFICAREHOLDERS' STATEMENT Series 1999-B
Page 5
6. 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 Collateral Interest Amount:
Class A-1.......................$_______
Class A-2.......................$_______
Class B-1.......................$_______
Class B-2.......................$_______
Collateral Invested Amount......$_______
Total...........................$
=======
(b) The aggregate amount of Class A Investor Charge-
Offs reimbursed and the reimbursement of
reductions in the Class B Invested Amount and the
Collateral Interest Amount:
Class A-1.......................$_______
Class A-2.......................$_______
Class B-1.......................$_______
Class B-2.......................$_______
Collateral Invested Amount......$_______
Total...........................$
=======
7. Investor Servicing Fee.
----------------------
(a) The amount of the Investor Monthly Servicing
Fee payable by the Trust to the Servicer for the
Monthly Period:
Class A-1.......................$_______
Class A-2.......................$_______
Class B-1.......................$_______
Class B-2.......................$_______
Collateral Invested Amount......$_______
Total...........................$
=======
<PAGE>
MONTHLY CERTIFICATEHOLDERS' STATEMENT
Page 6
8. Reallocated Principal Collections.
---------------------------------
(a) The amount of Reallocated Collateral Interest
and Class B Principal Collections applied in
respect of Interest Shortfalls, Investor Default
Amounts or Investor Charge-Offs for the prior month:
Class B-1.......................$_______
Class B-2.......................$_______
Collateral Invested Amount......$_______
Total...........................$
=======
9. Collateral Invested Amount.
--------------------------
The amount of the Collateral Interest Amount
as of the close of business
on the related Distribution Date..................._______
10. The Net Portfolio Yield.
-----------------------
The Net Portfolio Yield
for the related Monthly Period....................._______
11. The Base Rate.
-------------
The Base Rate for the related Monthly Period......._______
12. Amortization Period.
-------------------
Amortization Period Commencement Date.............._______
