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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 22, 1998
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FIRST USA BANK, NATIONAL ASSOCIATION
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(Exact name of registrant as specified in its charter)
(Originator of The FIRST USA CREDIT CARD MASTER TRUST)
Laws of the United States 333-24227 76-0039224
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or Identification
organization) Number)
201 North Walnut Street, Wilmington, Delaware 19801
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(Address of principal executive offices) (Zip Code)
302/594-4117
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Registrant's telephone number, including area code
N/A
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(Former name, former address and former fiscal year, if changed since last
report)
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Item 5. Other Events
On December 22, 1998, 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 $747,127,000 of credit card receivables. The securitization
consists of First USA Credit Card Master Trust Series 1998-9.
Series 1998-9 consists of $650,000,000 Class A 5.28% Asset Backed
Certificates, and $44,828,000 Class B 5.55% Asset Backed Certificates, each of
which has an average life of approximately five years. Series 1998-9 also
consists of $52,299,000 Excess Collateral, which will be subordinated to the
Class A and Class B certificates and will provide credit enhancement for the
benefit of certificateholders.
First USA Bank, National Association services the receivables that are
included in the securitization and will continue to service the accounts
associated with such receivables following the securitization.
Item 7. Financial Statement, Pro Forma Financial Information and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits
1.1 Underwriting Agreement of First USA Credit Card Master Trust,
Series 1998-9 dated as of December 15, 1998, between First USA
Bank, N.A. and Salomon Smith Barney Inc. and First Chicago
Capital Markets, Inc. as Representatives of the Several
Underwriters named therein.
99.1 Series 1998-9 Supplement, dated as of December 22, 1998, to the
Pooling and Servicing Agreement, dated as of September 1, 1992,
between First USA Bank, N.A., as Transferor and Servicer, and The
Bank of New York (Delaware), as Trustee.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRST USA BANK, NATIONAL ASSOCIATION
As Servicer
By: /s/ Tracie H. Klein
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Name: Tracie H. Klein
Title: Vice President
Date: January 14, 1999
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EXHIBIT INDEX
Exhibit No. Description Page No.
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1.1 Underwriting Agreement of First USA Credit Card Master
Trust, Series 1998-9 dated as of December 15, 1998,
between First USA Bank, N.A. and Salomon Smith Barney
Inc. and First Chicago Capital Markets, Inc. as
Representatives of the Several Underwriters named
therein.
99.1 Series 1998-9 Supplement, dated as of December 22, 1998,
to the Pooling and Servicing Agreement, dated as of
September 1, 1992, between First USA Bank, N.A., as
Transferor and Servicer, and The Bank of New York
(Delaware), as Trustee.
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EXHIBIT 1.1
First USA Credit Card Master Trust
Class A 5.28% Asset Backed Certificates,
Series 1998-9
Class B 5.55% Asset Backed Certificates,
Series 1998-9
UNDERWRITING AGREEMENT
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December 15, 1998
Salomon Smith Barney Inc.
First Chicago Capital Markets, Inc.,
as Representatives of the
Several Underwriters named
in Schedule I hereto (the "Representatives")
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c/o Salomon Smith Barney Inc.
Seven World Trade Center, 33/rd/ Floor
New York, New York 10048
Ladies and Gentlemen:
First USA Bank, N.A., a national banking association (the "Bank"), has
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duly authorized the issuance and sale to Salomon Smith Barney Inc. and First
Chicago Capital Markets, Inc. (the "Representatives"), Bear, Stearns & Co. Inc.,
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Chase Securities Inc., and Lehman Bothers Inc. as underwriters (collectively
with the Representatives, the "Underwriters" and each individually, an
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"Underwriter") of First USA Credit Card Master Trust $650,000,000 aggregate
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principal amount of Class A 5.28% Asset Backed Certificates, Series 1998-9 (the
"Class A Certificates") and of First USA Credit Card Master Trust $44,828,000
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aggregate principal amount of Class B 5.55% Asset Backed Certificates, Series
1998-9 (the "Class B Certificates" and, together with the Class A Certificates,
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the "Certificates"). The Certificates will be issued pursuant to a Pooling and
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Servicing Agreement dated as of September 1, 1992, as amended as of the date
hereof (the "Master Pooling and Servicing Agreement"), as supplemented by the
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Series 1998-9 Supplement, dated as of the Closing Date (the "Supplement" and,
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together with the Master Pooling and Servicing Agreement, the "Pooling and
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Servicing Agreement"), each by and between the Bank, as transferor and servicer,
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and The Bank of New York (Delaware), a Delaware banking corporation, as trustee
(in such capacity, the "Trustee").
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Each Certificate will represent an undivided interest in certain
assets of First USA Credit Card Master Trust (the "Trust"). The property of the
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Trust will include, among other things, receivables (the "Receivables") arising
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under certain MasterCard/(R)/ and VISA/(R)//1/ revolving credit card accounts
(the "Accounts").
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Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed thereto in the Pooling and Servicing Agreement.
1. Representations, Warranties and Agreements of the Bank. The Bank
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represents and warrants to, and agrees with, the Underwriters as follows:
(a) The Bank has filed with the Securities and Exchange
Commission (the "Commission"), on Form S-3, a registration statement
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(Registration No. 333-24227) pursuant to Rule 415 under the Securities Act of
1933, as amended (such act, the "Act"). The Bank may have filed one or more
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amendments thereto each of which amendments has previously been furnished to
each of the Underwriters. The Bank will also file with the Commission a
prospectus supplement in accordance with Rule 424(b) under the Act. As filed,
the registration statement, including any amendments thereto, the form of
prospectus supplement, and any prospectuses or prospectus supplements filed
pursuant to Rule 424(b) under the Act relating to the Certificates shall, except
to the extent that the Underwriters shall agree in writing to a modification, be
in all substantive respects in the form furnished to the Representatives prior
to the Execution Time or, to the extent not completed at the Execution Time,
shall contain only such specific additional information and other changes
(beyond that contained in the latest preliminary prospectus supplement which has
previously been furnished to the Underwriters) as the Bank has advised the
Underwriters, prior to the Execution Time, will be included or made therein.
For purposes of this Agreement, "Effective Time" means the date and
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time as of which such registration statement, or the
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/1/ VISA/(R)/ and MasterCard/(R)/ are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
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most recent post-effective amendment thereto, if any, was declared effective by
the Commission, and "Effective Date" means the date of the Effective Time. Such
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registration statement, as amended at the Effective Time, and including the
exhibits thereto and any material incorporated by reference therein (including
any Computational Materials, ABS Term Sheets, Structural Term Sheets and
Collateral Term Sheets (as defined in Section 3(b) hereof) filed on Form 8-K),
is hereinafter referred to as the "Registration Statement," and any final
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prospectus supplement (the "Prospectus Supplement") relating to the
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Certificates, filed with the Commission pursuant to and in accordance with Rule
424(b) ("Rule 424(b)") under the Act is, together with the prospectus (such
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prospectus, in the form it appears in the Registration Statement or in the form
filed with the Commission pursuant to Rule 424(b) together with the Prospectus
Supplement being hereinafter referred to as the "Basic Prospectus"), hereinafter
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referred to as the "Prospectus". "Execution Time" shall mean the date and time
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that this Agreement is executed and delivered by the parties hereto.
(b) On the Effective Date and on the date of this Agreement, the
Registration Statement did or will, and, when the Prospectus was first filed and
on the Closing Date, the Prospectus did or will, comply in all material respects
with the applicable requirements of the Act and the rules and regulations of the
Commission under the Act (the "Rules and Regulations"); on the Effective Date,
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the Registration Statement did not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein not misleading; and on the
date of any filing pursuant to Rule 424(b) and on the Closing Date, the
Prospectus did not or will not include any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that the Bank makes no representation or warranty
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as to the information contained in or omitted from the Registration Statement or
the Prospectus in reliance upon and in conformity with information furnished in
writing to the Bank by the Underwriters specifically for use in connection with
preparation of the Registration Statement or the Prospectus.
(c) Since the respective dates as of which information is given
in the Registration Statement and the Prospectus, (i) there has not been any
material adverse change, or any development involving a prospective material
adverse change, in or affecting the general affairs, business, management,
financial condition, stockholders' equity, results of operations, regulatory
status or business prospects of the Bank
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and (ii) the Bank has not entered into any transaction or agreement (whether or
not in the ordinary course of business) material to the Bank that, in either
case, would reasonably be expected to materially adversely affect the interests
of the holders of the Certificates, otherwise than as set forth or contemplated
in the Prospectus.
(d) The Bank is duly organized, validly existing and in good
standing as a national banking association under the laws of the United States,
and has full corporate power, authority and legal right to own its properties
and conduct its business as such properties are presently owned and such
business is presently conducted, and to execute, deliver and perform its
obligations under this Agreement, the Pooling and Servicing Agreement, the
Certificates and the Transfer and Administration Agreement, dated as of the
Closing Date (the "Transfer and Administration Agreement"), between the Bank and
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Bankers Trust (Delaware), a Delaware banking corporation, not in its individual
capacity but solely as Owner Trustee on behalf of the First USA Secured Note
Trust 1998-9 (in such capacity, the "Owner Trustee").
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(e) This Agreement has been duly authorized and validly executed
and delivered by the Bank.
(f) The Pooling and Servicing Agreement has been duly authorized
and, when executed and delivered by the Bank and assuming the due authorization,
execution and delivery thereof by the Trustee, will constitute a valid and
binding obligation of the Bank enforceable against the Bank in accordance with
its terms, subject to applicable bankruptcy, reorganization, insolvency and
similar laws affecting creditors' rights generally and subject, as to
enforceability, to general principles of equity (regardless of whether
enforcement is pursuant to a proceeding in equity or at law). As of the Closing
Date, the Pooling and Servicing Agreement will have been duly and validly
executed by the Bank and will conform in all material respects to the
description thereof contained in the Prospectus.
(g) The Certificates have been duly and validly authorized by all
required action of the Bank, and, when duly and validly executed by the Bank,
authenticated by the Trustee and delivered in accordance with the Pooling and
Servicing Agreement, and delivered to and paid for by the Underwriters as
provided herein, will be validly issued and outstanding and entitled to the
benefits of the Pooling and Servicing Agreement. As of the Closing Date, the
Certificates will have been duly and validly executed by the Bank, and will
conform in all material respects to the descriptions thereof contained in the
Prospectus.
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(h) The Transfer and Administration Agreement has been duly
authorized, and, when executed and delivered by the Bank and assuming the due
authorization, execution and delivery thereof by the other parties thereto, will
constitute a valid and binding obligation of the Bank enforceable against the
Bank in accordance with its terms, subject to applicable bankruptcy,
reorganization, insolvency and similar laws affecting creditors' rights
generally and subject, as to enforceability, to general principles of equity
(regardless of whether enforcement is pursuant to a proceeding in equity or at
law). As of the Closing Date, the Transfer and Administration Agreement will
have been validly executed by the Bank.
(i) The Receivables delivered on the Closing Date to the Trustee
pursuant to the Pooling and Servicing Agreement will conform in all material
respects with the description thereof contained in the Prospectus.
(j) Neither the transfer of the Receivables to the Trustee, nor
the issuance, sale and delivery of the Certificates, nor the execution or
delivery of this Agreement, the Transfer and Administration Agreement or the
Pooling and Servicing Agreement, nor the consummation of any of the transactions
herein or therein contemplated, nor the fulfillment of the terms of the
Certificates, the Pooling and Servicing Agreement, the Transfer and
Administration Agreement or this Agreement, will result in the breach of any
term or provision of the organizational documents or by-laws of the Bank, or
conflict with, result in a breach, violation or acceleration of, or constitute a
default under, the terms of any indenture or other agreement or instrument to
which the Bank is a party or by which it or its properties is bound or may be
affected or any statute, order or regulation applicable to the Bank of any
court, regulatory body, administrative agency, governmental body or arbitrator
having jurisdiction over the Bank or will result in the creation of any Lien
upon any property or assets of the Bank (other than as contemplated in the
Pooling and Servicing Agreement). The Bank is not a party to, bound by, or in
breach or violation of, any indenture or other agreement or instrument, or
subject to or in violation of any statute, order or regulation of any court,
regulatory body, administrative agency, governmental body or arbitrator having
jurisdiction over it, that materially and adversely affects the ability of the
Bank to perform its obligations under this Agreement, the Pooling and Servicing
Agreement, the Transfer and Administration Agreement or the Certificates.
(k) There are no charges, investigations, actions, suits, claims
or proceedings before or by any court,
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regulatory body, administrative agency, governmental body or arbitrator now
pending or, to the best knowledge of the Bank, threatened that, separately or in
the aggregate (i) could have a material adverse effect on (x) the general
affairs, business, management, financial condition, stockholders' equity,
results of operations, regulatory status or business prospects of the Bank or
(y) the ability of the Bank to perform its obligations under this Agreement, the
Transfer and Administration Agreement, the Pooling and Servicing Agreement, or
the Certificates, (ii) assert the invalidity of this Agreement, the Transfer and
Administration Agreement, the Pooling and Servicing Agreement, or the
Certificates, (iii) seek to prevent the issuance, sale or delivery of the
Certificates or any of the transactions contemplated by this Agreement, the
Transfer and Administration Agreement or the Pooling and Servicing Agreement or
(iv) seek to affect adversely the Federal income tax or ERISA attributes of the
Certificates described in the Prospectus.
(l) No Federal, state or local tax, including intangibles tax or
documentary stamp tax, the non-payment of which would result in the imposition
of a Lien on the Receivables or of transferee liability on the Trustee, is
imposed with respect to the conveyance of the Receivables from the Bank to the
Trust, or in connection with the issuance of the Certificates by the Trust, or
the holding of the Receivables by the Trust, or in connection with any of the
other transactions contemplated by this Agreement, the Transfer and
Administration Agreement or the Pooling and Servicing Agreement. Any taxes, fees
and other governmental charges in connection with the execution, delivery and
issuance of the Certificates or the execution and delivery of this Agreement,
the Transfer and Administration Agreement or the Pooling and Servicing Agreement
have been or will have been paid at or prior to the Closing Date.
(m) As of the Closing Date, the representations and warranties of
the Bank in the Pooling and Servicing Agreement, with regard to itself as both
transferor and servicer and the Receivables (individually and in the aggregate),
will be true and correct.
(n) No consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or body is required
for the execution, delivery and performance by the Bank of or compliance by the
Bank with this Agreement, the Transfer and Administration Agreement, the Pooling
and Servicing Agreement, or the Certificates or the consummation of the
transactions contemplated hereby or thereby except the filing of Uniform
Commercial Code financing statements with respect to the Receivables.
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(o) Each of (i) PricewaterhouseCoopers LLP who have audited
certain consolidated financial statments of BANC ONE CORPORATION ("BANC ONE"),
the parent of the Bank prior to the merger of BANC ONE with BANK ONE CORPORATION
("BANK ONE") effective October 2, 1998 and (ii) Arthur Andersen, LLP who have
been retained as auditors for BANK ONE, are independent public accountants as
required by the Act and the Rules and Regulations.
(p) As of the Closing Date, the Principal Receivables transferred
to the Trust pursuant to the Pooling and Servicing Agreement will have an
aggregate balance of not less than the sum of (i) the aggregate outstanding
principal amount of all classes of all Series outstanding at the close of
business on the Closing Date (including Series 1998-9), plus (ii) 4% of the
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amount stated in clause (i).
(q) The Trust is not, and will not be as a result of the issuance
and sale of the Certificates, an "investment company" or a company "controlled
by" an investment company within the meaning of the Investment Company Act of
1940, as amended (the "1940 Act").
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2. Purchase, Sale, Payment and Delivery of Certificates. On the
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basis of the representations, warranties and agreements herein contained, but
subject to the terms and conditions herein set forth, the Bank agrees to sell to
the Underwriters, and the Underwriters agree, severally and not jointly, to
purchase from the Bank, on December 22, 1998 or on such other date as shall be
mutually agreed upon by the Bank and the Underwriters (the "Closing Date"), the
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amount and type of Certificates set forth in Schedule A opposite the name of
each such Underwriter. The Class A Certificates being purchased by the
Underwriters hereunder are to be purchased at a purchase price equal to
99.59773% of the principal amount thereof. The Class B Certificates being
purchased by the Underwriters hereunder are to be purchased at a purchase price
equal to 99.36055% of the principal amount thereof.
The closing of the sale of the Certificates (the "Closing") shall be
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held at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 919 Third
Avenue, New York, New York 10022, at 10:00 a.m., New York City time, on the
Closing Date. Payment of the purchase price for the Certificates being sold and
purchased hereunder shall be made on the Closing Date by wire transfer of
Federal or other immediately available funds to an account to be designated one
business day prior to the Closing Date by the Bank, against delivery of the
Certificates at the Closing on the Closing Date. Each of the Certificates to be
so delivered shall be represented by one or more definitive
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certificates registered in the name of Cede & Co., as nominee for The Depository
Trust Company.
3. Offering by Underwriters. (a) It is understood that after the
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Effective Date the Underwriters propose to offer the Certificates for sale to
the public as set forth in the Prospectus.
(b) Each Underwriter may provide to prospective investors the
1998-9 Series Term Sheet, dated December 15, 1998, relating to the Certificates
(the "1998-9 Series Term Sheet") prepared by the Bank and attached hereto as
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Exhibit A, subject to the following conditions:
(i) Such Underwriter shall have complied with the requirements of
(A) the no-action letter, dated May 20, 1994, issued by the Commission to
Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co.
Incorporated and Kidder Structured Asset Corporation, as made applicable to
other issuers and underwriters by the Commission in the response to the
request of the Public Securities Association, dated May 24, 1994
(collectively, the "Kidder/PSA Letter"), (B) the requirements of the no-
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action letter, dated February 17, 1995, issued by the Commission to the
Public Securities Association (the "PSA Letter") and (C) the requirements
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of the no-action letter, dated April 5, 1996, issued by the Commission to
Greenwood Trust Company (the "Greenwood Letter" and, together with the
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Kidder/PSA Letter and the PSA Letter, the "No-Action Letters").
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(ii) Each Underwriter, severally, represents and warrants to
the Bank that (a) it has not and will not use any information that
constitutes "Computational Materials" with respect to the offering of the
Certificates unless it has obtained the prior written consent of the Bank
to such usage and (b) other than the 1998-9 Series Term Sheet, it has not
and will not use any information that constitutes "Series Term Sheets,"
"ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheets"
with respect to the offering of the Certificates. For purposes hereof,
"Series Term Sheet" shall have the meaning given such term in the Greenwood
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Letter and "Computational Materials" shall have the meaning given such term
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in the No-Action Letters. For purposes hereof, "ABS Term Sheets,"
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"Structural Term Sheets" and "Collateral Term Sheets" shall have the
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meanings given such terms in the PSA Letter.
4. Certain Agreements of the Bank. The Bank covenants and agrees
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with the several Underwriters as follows:
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(a) Immediately following the execution of this Agreement, the
Bank will prepare a Prospectus Supplement setting forth the amount of
Certificates covered thereby and the terms thereof not otherwise specified in
the Basic Prospectus, the price at which such Certificates are to be purchased
by the Underwriters, the initial public offering price, the selling concessions
and allowances, and such other information as the Bank deems appropriate. The
Bank will transmit the Prospectus including such Prospectus Supplement to the
Commission pursuant to Rule 424(b) by a means reasonably calculated to result in
filing that complies with all applicable provisions of Rule 424(b). The Bank
will advise the Representatives promptly of any such filing pursuant to Rule
424(b).
(b) The Bank will advise the Representatives promptly of any
proposal to amend or supplement the Registration Statement or the Prospectus and
will not effect such amendment or supplement without the consent of the
Representatives, which consent will not unreasonably be withheld; the Bank will
also advise the Representatives promptly of any request by the Commission for
any amendment of or supplement to the Registration Statement or the Prospectus
or for any additional information; and the Bank will also advise the
Representatives promptly of any amendment or supplement to the Registration
Statement or the Prospectus and of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or the
institution or threat of any proceeding for that purpose and the Bank will use
its best efforts to prevent the issuance of any such stop order and to obtain as
soon as possible the lifting of any issued stop order.
(c) If, at any time when a prospectus relating to the
Certificates is required to be delivered under the Act, any event occurs as a
result of which the Prospectus as then amended or supplemented would include an
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, or if it is necessary at any time to amend or
supplement the Prospectus to comply with the Act, the Bank promptly will advise
the Representatives thereof and will prepare and file, or cause to be prepared
and filed, with the Commission an amendment or supplement which will correct
such statement or omission, or an amendment or supplement which will effect such
compliance. Any such filing shall not operate as a waiver or limitation on any
condition or right of the Underwriters hereunder.
(d) As soon as practicable, but not later than sixteen months
after the original effective date of the
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Registration Statement, the Bank will cause the Trust to make generally
available to Certificateholders an earnings statement (or statements) of the
Trust covering a period of at least twelve months beginning after the effective
date of the Registration Statement which will satisfy the provisions of Section
11(a) of the Act and Rule 158 promulgated thereunder.
(e) The Bank will furnish to the Underwriters copies of the
Registration Statement (one of which will be signed and will include all
exhibits), each related preliminary prospectus or prospectus supplement, the
Prospectus and all amendments and supplements to such documents, in each case as
soon as available and in such quantities as the Underwriters request.
(f) The Bank will promptly, from time to time, take such action
as any Underwriter may reasonably request to qualify the Certificates for
offering and sale under the securities laws of such jurisdictions as such
Underwriter may request and to comply with such laws so as to permit the
continuance of sales and dealings therein in such jurisdictions for as long as
may be necessary to complete the distribution of the Certificates, provided that
in connection therewith the Bank shall not be required to qualify as a foreign
corporation or dealer in securities or to file a general consent to service of
process in any jurisdiction.
(g) For a period from the date of this Agreement until the
retirement of the Certificates, the Bank will deliver to the Representatives the
annual statements of compliance and the annual independent certified public
accountants' reports furnished to the Trustee pursuant to the Pooling and
Servicing Agreement, as soon as such statements and reports are furnished to the
Trustee.
(h) So long as any of the Certificates are outstanding, the Bank
will furnish to the Representatives (i) as soon as practicable after the end of
the fiscal year all documents required to be distributed to Certificateholders
or filed with the Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or any order of the Commission thereunder and (ii)
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from time to time, any other information concerning the Bank filed with any
government or regulatory authority which is otherwise publicly available, as the
Representatives reasonably request.
(i) To the extent, if any, that the rating provided with respect
to the Certificates by the rating agency or agencies that initially rate the
Certificates is conditional upon
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the furnishing of documents or the taking of any other actions by the Bank, the
Bank shall use its best efforts to furnish such documents and take any such
other actions.
(j) The Bank will file with the Commission a report on Form 8-K
with respect to the 1998-9 Series Term Sheet and a report on Form 8-K setting
forth all Computational Materials described in Section 3 hereof provided to the
Bank by any of the Underwriters and identified by such Underwriter as such
within the time period allotted for such filing pursuant to the No-Action
Letters.
5. Payment of Expenses. The Bank will pay all expenses incident to
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the performance of its obligations under this Agreement, including (i) the
printing of the 1998-9 Series Term Sheet and any Computational Materials
described in Section 3 hereof, (ii) the printing of the Prospectus and of each
amendment or supplement thereto, (iii) the preparation of this Agreement, the
Transfer and Administration Agreement and the Pooling and Servicing Agreement,
(iv) the preparation, issuance and delivery of the Certificates to the
Underwriters, (v) the fees and disbursements of the Bank's counsel and
accountants, (vi) the qualification of the Certificates under securities laws in
accordance with the provisions of Section 4(f) hereof, including filing fees and
the fees and disbursements of counsel for the Underwriters and in connection
with the preparation of any blue sky and legal investment survey, (vii) the
printing and delivery to the Underwriters of copies of the 1998-9 Series Term
Sheet and any Computational Materials described in Section 3 hereof, (viii) the
printing and delivery to the Underwriters of copies of the Prospectus and of
each amendment or supplement thereto, (ix) the printing and delivery to the
Underwriters of copies of any blue sky or legal investment survey prepared in
connection with the Certificates, (x) any fees charged by rating agencies for
the rating of the Certificates, (xi) the fees and expenses, if any, incurred
with respect to any filing with the National Association of Securities Dealers,
Inc. and (xii) the fees and expenses of the Trustee and its counsel. The
Underwriters have agreed to reimburse the Bank for expenses not to exceed
$184,914 incurred by the Bank in connection with the issuance and distribution
of the Certificates.
6. Conditions of the Obligations of the Underwriters. The
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obligations of the several Underwriters to purchase and pay for the Certificates
will be subject to the accuracy of the representations and warranties on the
part of the Bank herein, to the accuracy of the statements of officers of the
Bank made pursuant to the provisions hereof, to the performance by the Bank
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of its obligations hereunder and to the following additional conditions
precedent:
(a) The Prospectus and any supplements thereto shall have been
filed (if required) with the Commission in accordance with the Rules and
Regulations and Section 1 hereof, and prior to the Closing Date, no stop order
suspending the effectiveness of the Registration Statement shall have been
issued and no proceedings for that purpose shall have been instituted or, to the
knowledge of the Bank, shall be contemplated by the Commission or by any
authority administering any state securities or blue sky law.
(b) On or prior to the date of the Prospectus and on or prior to
the Closing Date, the Underwriters shall have received a letter or letters,
dated as of the date of the Prospectus and as of the Closing Date, respectively,
of Arthur Andersen, LLP, Certified Public Accountants, substantially in the form
of the drafts to which the Representatives have previously agreed and otherwise
in form and substance satisfactory to the Representatives and their counsel.
(c) Subsequent to the execution and delivery of this Agreement,
there shall not have occurred (i) any change, or any development involving a
prospective change, in or affecting particularly the business or properties of
the Trust, or the Bank which, in the judgment of the Representatives, materially
impairs the investment quality of the Certificates or makes it impractical or
inadvisable to market the Certificates; (ii) any suspension or limitation on
trading in securities generally on the New York Stock Exchange or the National
Association of Securities Dealers National Market system, or any setting of
minimum prices for trading on such exchange or market system; (iii) any
suspension of trading of any securities of BANK ONE CORPORATION on any exchange
or in the over-the-counter market which materially impairs the investment
quality of the Certificates or makes it impractical or inadvisable to market the
Certificates; (iv) any banking moratorium declared by Federal, Delaware or New
York authorities; or (v) any outbreak or escalation of major hostilities or
armed conflict, any declaration of war by Congress, or any other substantial
national or international calamity or emergency if, in the judgment of the
Representatives, the effect of any such outbreak, escalation, declaration,
calamity, or emergency makes it impractical or inadvisable to proceed with
completion of the sale of and payment for the Certificates.
(d) At the Closing Date, the Bank shall have furnished to the
Representatives certificates of a vice president
12
<PAGE>
or more senior officer of the Bank as to the accuracy of the representations and
warranties of the Bank herein at and as of the Closing Date, as to the
performance by the Bank of all of its obligations hereunder to be performed at
or prior to such Closing Date, and as to such other matters as the
Representatives may reasonably request.
(e) Joanne Sundheim, Associate General Counsel of the Bank, shall
have furnished to the Representatives her written opinion, addressed to the
Representatives and dated the Closing Date, in form and substance satisfactory
to the Representatives and their counsel, substantially to the effect that:
(i) The Bank has been duly organized and is validly existing
as a national banking association in good standing under the laws of the
United States with full power and authority (corporate and other) to own
its properties and conduct its business, as presently owned and
conducted by it, and to enter into and perform its obligations under
this Agreement, the Transfer and Administration Agreement and the
Pooling and Servicing Agreement (collectively referred to in this
subsection (e) as the "Agreements"), and the Certificates and had at all
----------
times, and now has, the power, authority and legal right to acquire, own
and transfer the Receivables;
(ii) The Certificates have been duly authorized, executed and
delivered by the Bank and, when duly authenticated by the Trustee in
accordance with the terms of the Pooling and Servicing Agreement and
delivered to and paid for by the Underwriters in accordance with the
terms of this Agreement, will be validly issued and outstanding and
entitled to the benefits provided by the Pooling and Servicing
Agreement;
(iii) Each of the Pooling and Servicing Agreement and the
Transfer and Administration Agreement has been duly authorized, executed
and delivered by the Bank and constitutes the legal, valid and binding
agreement of the Bank enforceable against the Bank in accordance with
its terms, subject, as to enforceability, to (A)
13
<PAGE>
the effect of bankruptcy, insolvency, moratorium, receivership,
reorganization, liquidation and other similar laws relating to or
affecting the rights and remedies of creditors generally, and (B) the
application of principles of equity (regardless of whether considered
and applied in a proceeding in equity or at law) and the rights and
powers of the FDIC;
(iv) This Agreement has been duly authorized, executed and
delivered by the Bank;
(v) No consent, approval, authorization or order of any
governmental agency or body is required for (A) the execution, delivery
and performance by the Bank of its obligations under the Agreements or
the Certificates, or (B) the issuance or sale of the Certificates,
except such as have been obtained under the Act and as may be required
under state securities or blue sky laws in connection with the purchase
and distribution of the Certificates by the Underwriters and the filing
of Uniform Commercial Code financing statements with respect to the
Receivables;
(vi) To the best knowledge of such counsel, neither the
execution and delivery of the Agreements or the Certificates by the Bank
nor the performance by the Bank of the transactions therein contemplated
nor the fulfillment of the terms thereof does or will result in any
violation of any statute or regulation or any order or decree of any
court or governmental authority binding upon the Bank or its property,
or conflict with, or result in a breach or violation of any term or
provision of, or result in a default under any of the terms and
provisions of, the Bank's organizational documents or by-laws or any
material indenture, loan agreement or other material agreement to which
the Bank is a party or by which the Bank is bound;
(vii) To the knowledge of such counsel after due
investigation, there are no
14
<PAGE>
legal or governmental proceedings pending to which the Bank is a party
or to which the Bank is subject which, individually or in the aggregate
(A) would have a material adverse effect on the ability of the Bank to
perform its obligations under the Agreements or the Certificates, (B)
assert the invalidity of the Agreements or the Certificates, (C) seek to
prevent the issuance, sale or delivery of the Certificates or any of the
transactions contemplated by the Agreements or (D) seek to affect
adversely the Federal income tax or ERISA attributes of the Certificates
described in the Prospectus;
(viii) The Registration Statement and the Prospectus (except
for the financial statements, financial schedules and other financial
and operating data included therein, as to which such counsel expresses
no opinion) comply as to form with the Act and the Rules and
Regulations;
(ix) The Registration Statement has become effective under
the Act, and the Prospectus Supplement will be filed with the Commission
pursuant to Rule 424(b) thereunder; and
(x) Such counsel has not independently verified and is not
passing upon, and does not assume any responsibility for, the accuracy,
completeness or fairness of the information contained in the
Registration Statement and Prospectus. Based upon his discussions with
the Bank, its accountants and others, however, no facts have come to its
attention that cause him to believe that the Prospectus (except for the
financial statements, financial schedules and other financial and
statistical data included therein, as to which such counsel expresses no
opinion), contains any untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary in
order to make the statements therein not misleading.
15
<PAGE>
(f) The Representatives shall have received a letter from
Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the Bank, to the
effect that the Representatives may rely on its opinion to Moody's Investors
Service, Inc. ("Moody's"), Standard & Poor's Ratings, a division of The McGraw-
-------
Hill Companies, Inc.("Standard & Poor's"), and Fitch IBCA, Inc. ("Fitch") with
----------------- -----
respect to certain bank regulatory matters.
(g) The Representatives shall have received an opinion of
Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Bank, addressed
to the Representatives, dated the Closing Date and satisfactory in form and
substance to the Representatives and their counsel, to the effect that the
Certificates will be treated as indebtedness for Federal income tax purposes and
for Delaware income tax purposes.
(h) The Representatives shall have received from Skadden, Arps,
Slate, Meagher & Flom LLP, counsel for the Underwriters, such opinion or
opinions, dated the Closing Date, substantially to the effect that:
(i) Each of the Pooling and Servicing Agreement and the
Transfer and Administration Agreement (collectively referred to in this
subsection (h) as the "Agreements") constitutes the valid and binding
----------
obligation of the Bank, enforceable against the Bank in accordance with
its terms, except (x) to the extent that the enforceability thereof may
be limited by (a) bankruptcy, insolvency, receivership, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights generally and the rights of creditors of national
banking associations as the same may be applied in the event of the
bankruptcy, insolvency, receivership, reorganization, moratorium or
other similar event in respect of the Bank, (b) general principles of
equity (regardless of whether enforceability is considered in a
proceeding at law or in equity) and (c) the qualification that certain
of the remedial provisions of the Agreements may be unenforceable in
whole or in part, but the inclusion of such provisions
16
<PAGE>
does not affect the validity of the Agreements taken as a whole, and the
Agreements, together with applicable law, contain adequate provisions
for the practical realization of the benefits of the security created
thereby and (y) such counsel expresses no opinion as to the
enforceability of any rights to contribution or indemnification which
are violative of public policy underlying any law, rule or regulation;
(ii) The Certificates, when executed and authenticated in
accordance with the terms of the Pooling and Servicing Agreement and
delivered to and paid for by the Underwriters pursuant to this
Agreement, will be duly and validly issued and outstanding and will be
entitled to the benefits of the Pooling and Servicing Agreement;
(iii) This Agreement has been duly authorized, executed and
delivered by the Bank;
(iv) Neither the execution, delivery or performance by the
Bank of the Agreements or this Agreement, nor the compliance by the Bank
with the terms and provisions thereof or hereof, will contravene any
provision of any applicable law;
(v) Based on such counsel's review of applicable laws, no
governmental approval, which has not been obtained or taken and is not
in full force and effect, is required to authorize or is required in
connection with the execution, delivery or performance of the Agreements
by the Bank;
(vi) The Certificates, the Pooling and Servicing Agreement
and this Agreement conform in all material respects to the descriptions
thereof contained in the Prospectus;
(vii) The Pooling and Servicing Agreement is not required to
be qualified under the Trust Indenture Act of
17
<PAGE>
1939, as amended, and the Trust is not required to be registered under
the 1940 Act;
(viii) The statements in the Prospectus under the heading
"Certain Legal Aspects of the Receivables", to the extent that they
constitute matters of law or legal conclusions with respect thereto,
have been reviewed by such counsel and are correct in all material
respects; and
(ix) Each of the Registration Statement, as of its effective
date, and the Prospectus, as of its date, appeared on its face to be
appropriately responsive in all material respects to the requirements of
the Act and the General Rules and Regulations under the Act, except that
in each case such counsel expresses no opinion as to the financial data
included therein or excluded therefrom or the exhibits to the
Registration Statement, and such counsel does not assume any
responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statement and the Prospectus.
Such opinion shall also state that such counsel has participated in
conferences with officers and representatives of the Bank, counsel for the Bank,
representatives of the independent accountants of the Bank and the Underwriters
at which the contents of the Prospectus and related matters were discussed and,
although such counsel need not pass upon, and need not assume any responsibility
for, the accuracy, completeness or fairness of the statements contained in the
Prospectus and shall have made no independent check or verification thereof,
except for those made under the caption "Certain Legal Aspects of the
Receivables" to the extent set forth in paragraph (viii) above, on the basis of
the foregoing, no facts shall have come to such counsel's attention that shall
have led such counsel to believe that the Prospectus, as of its date, contained
an untrue statement of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading, except that such counsel need not
express an opinion or belief with respect to the financial statements, schedules
and other
18
<PAGE>
financial information included in such Prospectus or excluded therefrom.
(i) McGuire, Woods, Battle & Boothe, L.L.P., counsel for The Bank
of New York, a New York banking corporation ("BONY"), in connection with the
----
Agency Agreement, dated as of December 4, 1995, between BONY and the Trustee
(the "Agency Agreement"), and counsel for the Trustee, shall have furnished to
----------------
the Representatives its written opinion, addressed to the Representatives and
dated the Closing Date, in form and substance satisfactory to the
Representatives and their counsel, substantially to the effect that:
(i) BONY is a banking corporation duly organized, validly
existing and in good standing under the laws of the State of New York
and has the corporate power and authority to execute, deliver and
perform its obligations under the Agency Agreement;
(ii) The Certificates have been duly authenticated by BONY
pursuant to the Agency Agreement and in accordance with the Pooling and
Servicing Agreement;
(iii) The Trustee is a banking corporation duly organized,
validly existing and in good standing under the laws of the State of
Delaware and has the corporate power and authority to execute, deliver
and perform its obligations under the Pooling and Servicing Agreement;
(iv) The Supplement has been duly authorized, executed and
delivered by the Trustee, and the Pooling and Servicing Agreement
constitutes a legal, valid and binding agreement of the Trustee,
enforceable against the Trustee in accordance with its terms, except (x)
as may be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws relating to or affecting the rights of creditors
generally (as such laws would apply in the event of the insolvency,
receivership, conservatorship or reorganization of, or other similar
occurrence with respect to, the Trustee), (y) that the enforceability of
the Pooling and Servicing
19
<PAGE>
Agreement against the Trustee may be subject to the application of
general principles of equity (regardless of whether considered or
applied in a proceeding in equity or at law), and (z) that certain
remedial provisions of the Pooling and Servicing Agreement may be
unenforceable, in whole or in part against the Trustee, but the
inclusion of such provisions does not affect the validity of the Pooling
and Servicing Agreement, taken as a whole, and the Pooling and Servicing
Agreement, together with applicable law, contains adequate provisions
for the practical realization of the benefits of the security provided
thereby. Such counsel expresses no opinion as to the enforceability of
any rights to contribution or indemnification that are violative of
public policy underlying any law, rule or regulation;
(v) The execution and delivery by the Trustee of the
Supplement, and the performance by the Trustee of its obligations under
the Pooling and Servicing Agreement, do not conflict with or result in a
violation of (x) any law or regulation of the United States of America
or the State of Delaware governing the banking or trust activities of
the Trustee or (y) the amended and restated articles of association or
by-laws of the Trustee; and
(vi) The execution and delivery by the Trustee of the
Supplement, and the performance by the Trustee of its obligations under
the Pooling and Servicing Agreement, do not require any approval,
authorization or other action by, or filing with, any governmental
authority of the United States of America or the State of Delaware
having jurisdiction over the banking or trust activities of the Trustee,
except such as have been obtained, taken or made.
(j) Richards, Layton & Finger, counsel for First USA Secured Note
Trust 1998-9 (the "Owner Trust") in connection with the Transfer and
Administration Agreement and the Indenture dated as of the Closing Date, between
the Owner Trust and The Bank of New York, as indenture trustee, shall have
furnished
20
<PAGE>
to the Representatives its written opinion, addressed to the Representatives and
dated the Closing Date, in form and substance satisfactory to the
Representatives and their counsel, substantially to the effect that:
(i) The Owner Trust is a business trust duly formed, validly
existing and in good standing under the laws of the State of Delaware
and has the power and authority to execute, deliver and perform its
obligations under the Transfer and Administration Agreement and the
Indenture;
(ii) The Transfer and Administration Agreement, the Indenture
and the secured notes issued by the Owner Trust pursuant to the
Indenture (the "Notes") have been duly authorized, executed and
delivered by the Owner Trust, and the Transfer and Administration
Agreement, the Indenture and the Notes constitute legal, valid and
binding agreements of the Owner Trust, enforceable against the Owner
Trust in accordance with their respective terms, except (x) as may be
limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or affecting the rights of creditors generally
(as such laws would apply in the event of the insolvency, receivership,
conservatorship or reorganization of, or other similar occurrence with
respect to, the Owner Trustee), (y) that the enforceability of the
Transfer and Administration Agreement, the Indenture and the Notes
against the Owner Trust may be subject to the application of general
principles of equity (regardless of whether considered or applied in a
proceeding in equity or at law), and (z) that certain remedial
provisions of the Transfer and Administration Agreement and the
Indenture may be unenforceable, in whole or in part against the Owner
Trust, but the inclusion of such provisions does not affect the validity
of the Transfer and Administration Agreement and the Indenture, taken as
a whole, and the Transfer and Administration Agreement, together with
applicable law, contains adequate provisions for the practical
realization of the benefits of the security provided thereby. Such
21
<PAGE>
counsel expresses no opinion as to the enforceability of any rights to
contribution or indemnification that are violative of public policy
underlying any law, rule or regulation;
(iii) The execution and delivery by the Owner Trust of the
Transfer and Administration Agreement, the Indenture and the Notes and
the performance by the Owner Trust of its obligations under the Transfer
and Administration Agreement, the Indenture and the Notes do not
conflict with or result in a violation of (x) any law or regulation of
the State of Delaware applicable to the Owner Trust, or (y) the Trust
Agreement; and
(iv) The execution and delivery by the Owner Trust of the
Transfer and Administration Agreement, the Indenture and the Notes and
the performance by the Owner Trustee of its obligations under the
Transfer and Administration Agreement, the Indenture and the Notes do
not require any approval, authorization or other action by, or filing
with, any governmental authority of the State of Delaware having
jurisdiction over the Owner Trust, except such as have been obtained,
taken or made.
(k) Richards, Layton & Finger, counsel for the Owner Trustee in
connection with dated as of December 18, 1998, between the Bank and the Owner
Trustee, establishing First USA Secured Note Trust 1998-9, shall have furnished
to the Representatives its written opinion, addressed to the Representatives and
dated the Closing Date, in form and substance satisfactory to the
Representatives and their counsel, substantially to the effect that:
(i) The Owner Trustee is a banking corporation duly
organized, validly existing and in good standing under the laws of the
State of Delaware and has the corporate power and authority to execute,
deliver and perform its obligations under the Trust Agreement;
22
<PAGE>
(ii) The Trust Agreement has been duly authorized, executed
and delivered by the Owner Trustee, and the Trust Agreement constitutes
a legal, valid and binding agreement of the Owner Trustee, enforceable
against the Owner Trustee in accordance with its terms, except (x) as
may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws relating to or affecting the rights of creditors
generally (as such laws would apply in the event of the insolvency,
receivership, conservatorship or reorganization of, or other similar
occurrence with respect to, the Owner Trustee), (y) that the
enforceability of the Trust Agreement against the Owner Trustee may be
subject to the application of general principles of equity (regardless
of whether considered or applied in a proceeding in equity or at law),
and (z) that certain remedial provisions of the Trust Agreement may be
unenforceable, in whole or in part against the Owner Trustee, but the
inclusion of such provisions does not affect the validity of the Trust
Agreement, taken as a whole, and the Trust Agreement, together with
applicable law, contains adequate provisions for the practical
realization of the benefits of the security provided thereby. Such
counsel expresses no opinion as to the enforceability of any rights to
contribution or indemnification that are violative of public policy
underlying any law, rule or regulation;
(iii) The execution and delivery by the Owner Trustee of the
Trust Agreement, and the performance by the Owner Trustee of its
obligations under the Trust Agreement, do not conflict with or result in
a violation of (x) any law or regulation of the United States of America
or the State of Delaware governing the banking or trust activities of
the Owner Trustee, or (y) the organizational documents of the Owner
Trustee; and
(iv) The execution and delivery by the Owner Trustee of the
Trust Agreement and the performance by the Owner Trustee of
23
<PAGE>
its obligations under the Trust Agreement do not require any approval,
authorization or other action by, or filing with, any governmental
authority of the United States of America or the State of Delaware
having jurisdiction over the banking or trust activities of the Owner
Trustee, except such as have been obtained, taken or made.
(l) The Representatives shall have received evidence satisfactory
to the Representatives and their counsel that, on or before the Closing Date,
financing statements have been filed in the appropriate filing offices of the
State of Delaware and such other jurisdictions as counsel to the Bank deems
appropriate to reflect the interest of the Trustee in the Receivables.
(m) The Class A Certificates shall be rated "AAA" by Standard &
Poor's, "Aaa" by Moody's and "AAA" by Fitch and the Class B Certificates shall
be rated at least "A" by Standard & Poor's, at least "A2" by Moody's and at
least "A+" by Fitch on the Closing Date, and letters to such effect dated the
Closing Date shall have been received from each Rating Agency.
(n) All proceedings in connection with the transactions
contemplated by this Agreement and all documents incident thereto shall be
satisfactory in form and substance to the Representatives and their counsel, and
the Representatives and their counsel shall have received such information,
certificates and documents as any of them may reasonably request.
7. Indemnification and Contribution.
--------------------------------
(a) The Bank agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of Section 15 of the Act and under Section 20 of the Exchange Act
against any and all losses, claims, damages or liabilities to which they may
become subject insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in the Registration
Statement, the Prospectus, or in any revision or amendment thereof or supplement
thereto or any related preliminary prospectus, or arise out of or are based
24
<PAGE>
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and agrees to reimburse each such indemnified party for any legal or other
expenses reasonably incurred by it in connection with investigating or defending
any such loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that the Bank will not be liable in any such case to the
- -------- -------
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written
information furnished to the Bank by any Underwriter specifically for use
therein or any revision or amendment thereof or supplement thereto. The
foregoing indemnification with respect to any untrue statement or omission in
any preliminary prospectus or prospectus supplement shall not inure to the
benefit of any Underwriter from whom the person asserting any such losses,
claims, damages or liabilities purchased Certificates, or any person controlling
such Underwriter, if a copy of the Prospectus (as then amended or supplemented
if the Bank shall have furnished any amendments or supplements thereto) was not
sent or given by or on behalf of such Underwriter to such person, if such is
required by law, at or prior to the written confirmation of the sale of such
Certificates to such person and if the Prospectus (as so amended or
supplemented) would have cured the defect giving rise to such loss, claim,
damage or liability provided that the Bank shall have identified to such
Underwriter in writing such defect prior to the delivery of such written
confirmation by such Underwriter to such person.
(b) Each Underwriter severally and not jointly agrees to
indemnify and hold harmless the Bank, its directors, each of the Bank's officers
who signed the Registration Statement and each person, if any, who controls the
Bank within the meaning of Section 15 of the Act and under Section 20 of the
Exchange Act against any and all losses, claims, damages or liabilities to which
they may become subject insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the
Registration Statement, the Prospectus, or in any revision or amendment thereof
or supplement thereto or any related preliminary prospectus
25
<PAGE>
or prospectus supplement, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Bank by such Underwriter
specifically for use therein or any revision or amendment thereof or supplement
thereto, and agrees to reimburse such indemnified party for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage or liability or action as such expenses
are incurred.
(c) Promptly after receipt by an indemnified party under this
Section 7 of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 7, notify the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve the
indemnifying party from any liability which it may have to any indemnified party
other than under this Section 7. In the event that any such action is brought
against any indemnified party and it notified the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified party, be counsel to the indemnifying party), and after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section 7 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes
26
<PAGE>
an unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.
(d) If the indemnification provided for in this Section 7 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnifying party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Bank on the one hand and the respective Underwriter on the other from the
offering of the Certificates or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Bank on the one hand and of the respective
Underwriter on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities as well as any other
relevant equitable considerations. The relative benefits received by the Bank
on the one hand and the respective Underwriter on the other shall be deemed to
be in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Bank bear to the total underwriting
discounts and commissions received by such Underwriter. The relative fault
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Bank or by any
Underwriter and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such untrue statement or omission. The
amount paid by an indemnified party as a result of the losses, claims, damages
or liabilities referred to in the first sentence of this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any action or
claim which is the subject of this subsection (d). Notwithstanding the
provisions of this subsection (d), each Underwriter shall not be required to
contribute any amount in excess of the underwriting discount or commission
applicable to the Certificates purchased by it hereunder. The Bank and the
Underwriters agree that it would not be just and
27
<PAGE>
equitable if contribution pursuant to this subsection (d) were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of any
of the equitable considerations referred to above in this subsection (d). No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.
8. Survival. The Bank and the Underwriters agree that the
--------
respective representations, warranties and agreements made by them herein and in
any certificate or other instrument delivered pursuant hereto shall be deemed to
be relied upon, in the case of the Bank, by each Underwriter and, in the case of
the Underwriters, by the Bank, notwithstanding any investigation heretofore or
hereafter made by or on behalf of the Bank or the Underwriters, and that the
respective representations, warranties and agreements (including without
limitation the indemnity and contribution agreement) made by the Bank and the
Underwriters herein or in any such certificate or other instrument shall survive
the delivery of and payment for the Certificates.
9. Termination. This Agreement may be terminated in the sole
-----------
discretion of the Underwriters by notice to the Bank given at or prior to the
Closing Date in the event that the Bank shall have failed, refused or been
unable to perform all obligations and satisfy all conditions on its part to be
performed or satisfied hereunder at or prior thereto. Termination of this
Agreement pursuant to this Section 9 shall be without liability of any party to
any other party except as provided in Sections 5 and 7 hereof.
10. Default by One or More of the Underwriters. If one or more of
------------------------------------------
the Underwriters shall fail on the Closing Date to purchase the Certificates
which it or they are obligated to purchase under this Agreement (the "Defaulted
---------
Securities"), the lead Underwriters shall have the right, within 24 hours
- ----------
thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriter, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, the
28
<PAGE>
Representatives shall not have completed such arrangements within such 24-hour
period, then:
(a) if the aggregate amount of Defaulted Securities does not exceed 10% of
the aggregate principal amount of the applicable class of Certificates,
each of the non-defaulting Underwriters of such class of Certificates shall
be obligated to purchase the full amount thereof in the proportions that
their respective underwriting obligations hereunder with respect to such
class of Certificates bear to the underwriting obligations of all non-
defaulting Underwriters of such class of Certificates, or
(b) if the aggregate amount of Defaulted Securities exceeds 10% of the
aggregate principal amount of the applicable class of Certificates, this
Agreement shall terminate without liability on the part of any non-
defaulting Underwriter.
No action taken pursuant to this section shall relieve any defaulting
Underwriter from liability in respect of its default.
In the event of any such default which does not result in a termination of
this Agreement, either the Representatives or the Bank shall have the right to
postpone the Closing Date for a period not exceeding seven days in order to
effect any required changes in the Registration Statement or Prospectus or in
any other documents or arrangements.
11. Representation of the Underwriters. Each of the Underwriters
----------------------------------
represents and warrants to, and agrees with, the Bank that (w) it has only
issued or passed on and shall only issue or pass on in the United Kingdom any
document received by it in connection with the issue of the Certificates to a
person who is of a kind described in Article 11(3) of the Financial Services Act
1986 (Investment Advertisements) (Exemptions) Order 1996 (as amended) or who is
a person to whom the document may otherwise lawfully be issued or passed on, (x)
it has complied and shall comply with all applicable provisions of the Financial
Services Act 1986 and other applicable laws and regulations with respect to
anything done by it in relation to the Certificates in, from or otherwise
involving the United Kingdom and (y) if that Underwriter is an authorized person
under
29
<PAGE>
the Financial Services Act 1986, it has only promoted and shall only promote (as
that term is defined in Regulation 1.02 of the Financial Services (Promotion of
Unregulated Schemes) Regulations 1991) to any person in the United Kingdom the
scheme described in the Prospectus if that person is of a kind described either
in Section 76(2) of the Financial Services Act 1986 or in Regulation 1.04 of the
Financial Services (Promotion of Unregulated Schemes) Regulations 1991.
12. Notices. All communications provided for or permitted hereunder
-------
shall be in writing and shall be deemed to have been duly given if personally
delivered, sent by overnight courier or mailed by registered mail, postage
prepaid and return receipt requested, or transmitted by telex, telegraph or
telecopier and confirmed by a similar mailed writing, if to (a) the
Underwriters, shall be given to the Representatives, c/o Salomon Smith Barney
Inc., Seven World Trade Center, 33/rd/ Floor, New York, New York 10048,
Attention: ABS Trading Syndicate, and to First Chicago Capital Markets, Inc., 1
First National Plaza, Suite 0595, Chicago, Illinois 60670, Attention: Corporate
Securities Structuring Group, or to such other address as the Representatives
may designate in writing to the Bank or (b) the Bank, addressed to the Bank at
201 North Walnut Street, Wilmington, Delaware 19801, Attention: Clinton W.
Walker, Executive Vice President and General Counsel, telephone: (302) 434-7677,
telecopier: (302) 884-8361, with a copy to BANK ONE CORPORATION, 150 East Gay
Street, 20/th/ Floor, Columbus, Ohio 43215, Attention: Rebekah Sayers,
Transaction Manager, Structured Finance, telephone: (614) 248-9153, telecopier:
(614) 248-9544.
13. Secondary Trust or Special Purpose Vehicle. Each Underwriter
------------------------------------------
severally represents that it will not, at any time that such Underwriter is
acting as an "underwriter" (as defined in Section 2(11) of the Act) with respect
to the Certificates, transfer, deposit or otherwise convey any Certificates into
a trust or other type of special purpose vehicle that issues securities or other
instruments backed in whole or in part by, or that represents interests in, such
Certificates without the prior written consent of the Bank.
14. Successors. This Agreement shall inure to the benefit of and be
----------
binding upon the parties hereto and their respective successors and assigns.
Nothing
30
<PAGE>
expressed herein is intended or shall be construed to give any person other than
the persons referred to in the preceding sentence any legal or equitable right,
remedy or claim under or in respect of this Agreement.
15. Severability of Provisions. Any covenant, provision, agreement
--------------------------
or term of this Agreement that is prohibited or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof.
16. Entire Agreement. This Agreement constitutes the entire
----------------
agreement and understanding of the parties hereto with respect to the matters
and transactions contemplated hereby and supersedes all prior agreements and
understandings whatsoever relating to such matters and transactions.
17. Amendment. Neither this Agreement nor any term hereof may be
---------
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought.
18. Headings. The headings in this Agreement are for the purposes of
--------
reference only and shall not limit or otherwise affect the meaning hereof.
19. Counterparts. This Agreement may be executed in counterparts,
------------
each of which shall constitute an original, but all of which shall together
constitute one instrument.
20. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
-------------
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO THE CONFLICT OF LAW PROVISIONS THEREOF.
31
<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon
it will be a binding agreement among the undersigned in accordance with its
terms.
Very truly yours,
FIRST USA BANK, N.A.,
as Transferor and Servicer
By:/s/ Rebekah A. Sayers
------------------------------------
Name: Rebekah A. Sayers
Title: Vice President
The foregoing Underwriting Agreement
is hereby agreed to as of the date
first above written.
SALOMON SMITH BARNEY INC.
By:/s/ Robert Malin
------------------------
Name: Robert Malin
Title: Vice President
Acting on behalf of themselves and
First Chicago Capital Markets, Inc.
as the Representatives of the
several Underwriters
<PAGE>
SCHEDULE A
Aggregate Principal
Amount of the Class A
Underwriter Certificates
- ----------- ------------
Salomon Smith Barney Inc... $130,000,000
First Chicago Capital
Markets, Inc........... 130,000,000
Bear, Stearns & Co. Inc.... 130,000,000
Chase Securities Inc....... 130,000,000
Lehman Brothers Inc........ 130,000,000
------------
Total............ $650,000,000
============
Aggregate Principal
Amount of the Class B
Underwriter Certificates
- ----------- ------------
Salomon Smith Barney Inc... $ 8,968,000
First Chicago Capital
Markets, Inc........... 8,965,000
Bear, Stearns & Co. Inc.... 8,965,000
Chase Securities Inc....... 8,965,000
Lehman Brothers Inc........ 8,965,000
------------
Total............ $ 44,828,000
------------
<PAGE>
EXHIBIT 99.1
- --------------------------------------------------------------------------------
FIRST USA BANK, N.A.
Transferor and Servicer
and
THE BANK OF NEW YORK (DELAWARE)
on behalf of the Certificateholders
------------------------------
SERIES 1998-9 SUPPLEMENT
Dated as of December 22, 1998
to
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1992, as amended
------------------------------
$747,127,000
FIRST USA CREDIT CARD MASTER TRUST
Series 1998-9
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
Page
----
SECTION 1. Designation..................................................... 1
SECTION 2. Definitions..................................................... 2
SECTION 3. Reassignment and Transfer Terms................................. 26
SECTION 4. Delivery and Payment for the Series 1998-9
Certificates................................................... 27
SECTION 5. Depositary; Form of Delivery of the Series
1998-9 Certificates............................................ 27
SECTION 6. Article IV of Agreement......................................... 27
Article IV
Rights of Certificateholders and
Allocation and Application of Collections................. 29
Section 4.04 Rights of Certificateholders................................ 29
Section 4.05 Collections and Allocation.................................. 29
Section 4.06 Determination of Monthly Interest for
the Series 1998-9 Certificates............................. 34
Section 4.07 Determination of Monthly Principal.......................... 36
Section 4.08 Coverage of Required Amount for the
Investor Certificates...................................... 38
Section 4.09 Monthly Payments............................................ 39
Section 4.10 Payment of Class A Certificate and
Class B Certificate Interest............................... 44
Section 4.11 [Reserved].................................................. 45
Section 4.12 Investor Charge-Offs........................................ 45
Section 4.13 Excess Finance Charge Collections for
the Series 1998-9 Certificates............................. 47
Section 4.14 Reallocated Principal Collections for
the Series 1998-9 Certificates............................. 49
i
<PAGE>
Page
----
Section 4.15 [RESERVED].................................................. 51
Section 4.16 Principal Funding Account................................... 51
Section 4.17 Reserve Account............................................. 52
SECTION 7. Article V of the Agreement...................................... 55
Article V
Distributions and Reports to Investor
Certificateholders............................. 55
Section 5.01 Distributions............................................... 55
Section 5.02 Monthly Certificateholders' Statement....................... 56
SECTION 8. Series 1998-9 Pay Out Events.................................... 59
SECTION 9. Series 1998-9 Termination....................................... 61
SECTION 10. Periodic Finance Charges and Other Fees........................ 61
SECTION 11. Transfer of Excess Collateral Amount........................... 61
SECTION 12. Compliance with Withholding Requirements....................... 64
SECTION 13. Tax Characterization of the Excess
Collateral.................................................... 65
SECTION 14. [RESERVED]..................................................... 65
SECTION 15. Amendment and Ratification of Agreement........................ 65
SECTION 16. Counterparts................................................... 65
SECTION 17. GOVERNING LAW.................................................. 66
SECTION 18. Additional Representations and Warranties
of the Servicer............................................... 66
SECTION 19. Appointment of co-Paying Agent, co-Transfer
Agent and co-Registrar........................................ 66
ii
<PAGE>
EXHIBITS
EXHIBIT A Form of Class A Certificate
EXHIBIT B Form of Class B Certificate
EXHIBIT C DTC Letter of Representations
EXHIBIT D Form of Monthly Allocations and Payment Instructions
EXHIBIT E Form of Monthly Certificateholders' Statement
EXHIBIT F Form of Transferee Representation Letter
iii
<PAGE>
SERIES 1998-9 SUPPLEMENT, dated as of December 22, 1998 (this "Series
------
Supplement") by and between FIRST USA BANK, N.A., a national banking
- ----------
association, as Transferor and Servicer, and THE BANK OF NEW YORK (DELAWARE),
as Trustee under the Pooling and Servicing Agreement, dated as of September 1,
1992, between FIRST USA BANK, N.A. as Transferor and Servicer, and the Trustee,
as amended (the "Agreement").
---------
Section 6.09 of the Agreement provides, among other things, that the
Transferor and the Trustee may at any time and from time to time enter into a
supplement to the Agreement for the purpose of authorizing the issuance by the
Trustee to the Transferor for the execution and redelivery to the Trustee for
authentication of one or more Series of Certificates. The Transferor has
tendered the Exchange Notice required by subsection 6.09(b) of the Agreement and
hereby enters into this Series Supplement with the Trustee as required by
subsection 6.09(c) of the Agreement to provide for the issuance, authentication
and delivery of the Class A Certificates and the Class B Certificates (each as
defined below) and for the issuance of the Excess Collateral (as defined below).
Pursuant to this Series Supplement, the Transferor and the Trustee
shall create a new Series of Investor Certificates and shall specify the
Principal Terms thereof. The Investor Certificates of Series 1998-9 shall not
be subordinated to any other Series.
SECTION 1. Designation. There is hereby created a Series of
-----------
Investor Certificates to be issued pursuant to the Agreement and this Series
Supplement to be known generally as the "Series 1998-9 Certificates." The
--------------------------
Series 1998-9 Certificates shall be issued in three Classes, two of which shall
be designated generally as the Class A 5.28% Asset Backed Certificates, Series
1998-9 (the "Class A Certificates") and the Class B 5.55% Asset Backed
--------------------
Certificates, Series 1998-9 (the "Class B Certificates"). In addition, there
--------------------
is hereby created a third Class of uncertificated interests in the Trust which
shall be designated generally as the Excess Collateral, Series 1998-9 (the
"Excess Collateral"), and which shall be treated as a Class of "Investor
-----------------
Certificates" for all purposes under the Agreement and this Series Supplement;
provided, however, that the provisions of subsection 6.09(b) of the Agreement
- -------- -------
with respect to the delivery of an Opinion of Counsel to the effect that a newly
issued Series of Investor Certificates will be treated as debt
<PAGE>
for Federal income tax purposes shall not apply to the Excess Collateral and,
except as expressly provided herein, the provisions of Article VI and Article
XII of the Agreement relating to the authentication, delivery, presentation,
cancellation and surrender of registered Certificates shall not apply to the
Excess Collateral.
SECTION 2. Definitions. In the event that any term or provision
-----------
contained herein shall conflict with or be inconsistent with any provision
contained in the Agreement, the terms and provisions of this Series Supplement
shall govern. All Article, Section or subsection references herein shall mean
Article, Section or subsections of the Agreement, except as otherwise provided
herein. All capitalized terms not otherwise defined herein are defined in the
Agreement. Each capitalized term defined herein shall relate only to the Series
1998-9 Certificates and to no other Series of Certificates issued by the Trust.
"Accumulation Period" shall mean, unless a Pay Out Event shall have
-------------------
occurred prior thereto, the period commencing at the close of business on
December 31, 2002 or such later date as is determined in accordance with
subsection 4.09(i) of the Agreement and ending on the first to occur of (a) the
commencement of the Rapid Amortization Period and (b) the Series 1998-9
Termination Date.
"Accumulation Period Factor" shall mean, for any Monthly Period, a
--------------------------
fraction, the numerator of which is equal to the sum of the initial invested
amounts of all outstanding Series, and the denominator of which is equal to the
sum of (a) the Initial Invested Amount, (b) the initial invested amounts of all
outstanding Series (other than Series 1998-9) which are not expected to be in
their revolving periods during such Monthly Period, and (c) the initial invested
amounts of all other outstanding Series which are not allocating Excess
Principal Collections and are expected to be in their revolving periods during
such Monthly Period.
"Accumulation Period Length" shall have the meaning assigned such term
--------------------------
in subsection 4.09(i) of the Agreement.
"Accumulation Shortfall" shall initially mean zero and shall
----------------------
thereafter mean, with respect to any Monthly Period during the Accumulation
Period, the excess, if any, of the Controlled Deposit Amount for the previous
2
<PAGE>
Monthly Period over the amount deposited into the Principal Funding Account
pursuant to subsections 4.09(e)(i), 4.09(e)(ii) and 4.09(e)(iii) of the
Agreement with respect to the Series 1998-9 Certificates for the previous
Monthly Period.
"Adjusted Invested Amount" shall mean, with respect to any date of
------------------------
determination, an amount equal to the sum of the Class A Adjusted Invested
Amount, the Class B Adjusted Invested Amount and the Excess Collateral Adjusted
Amount.
"Agreement" shall mean the Pooling and Servicing Agreement dated as of
---------
September 1, 1992 between First USA Bank, N.A., as Transferor and Servicer, and
the Trustee, as amended and as the same may be further amended or otherwise
modified from time to time.
"Amortization Period" shall mean, with respect to the Series 1998-9
-------------------
Certificates, the period commencing on the earlier of (a) the first day of the
Accumulation Period, or (b) the Pay Out Commencement Date, and continuing to
and including the earlier of (i) the payment in full to the Class A
Certificateholders of the Class A Invested Amount, to the Class B
Certificateholders of the Class B Invested Amount and to the Excess Collateral
Holders of the Excess Collateral Amount, and (ii) the Scheduled Series 1998-9
Termination Date.
"Assignee" shall have the meaning specified in subsection 11(a) of
--------
this Series Supplement.
"Available Investor Principal Collections" shall mean, with respect to
----------------------------------------
any Monthly Period, an amount equal to (a) the sum of (i) an amount equal,
during the Revolving Period, to the Floating Allocation Percentage or, during
the Amortization Period, to the Fixed/Floating Allocation Percentage of
Collections of Principal Receivables with respect to such Monthly Period, (ii)
any Unallocated Principal Collections allocated to the Investor Certificates
on deposit in the Principal Account on the following Distribution Date, (iii)
the amount, if any, of Collections of Finance Charge Receivables and Excess
Finance Charge Collections to be distributed pursuant to subsection 4.09(a)(iii)
with respect to the following Distribution Date, and (iv) the amount, if any, of
Excess Finance Charge Collections to be distributed pursuant to subsections
4.13(b), (d), (e), (h) and (i) on the following Transfer Date, minus (b) the
-----
amount of Reallocated
3
<PAGE>
Principal Collections with respect to such Monthly Period which are required to
fund a deficiency pursuant to Section 4.14 for such Distribution Date, if any.
"Available Reserve Account Amount" shall mean, with respect to any
--------------------------------
Transfer Date, the lesser of (a) the amount on deposit in the Reserve Account as
of such date (before giving effect to any deposit or withdrawal made or to be
made pursuant to subsection 4.13(j) to the Reserve Account on such date) and (b)
the Required Reserve Account Amount.
"Average Principal Balance" shall mean, for a Monthly Period in which
-------------------------
Additional Accounts are designated for inclusion in or Removed Accounts are
designated for removal from the Trust, the weighted average of the Principal
Receivables in the Trust at the end of the day on the last day of the prior
Monthly Period and the Principal Receivables in the Trust at the end of the day
on the related Addition Date or Removal Date, as applicable, weighted,
respectively, by a fraction, the numerator of which is the number of days from
and including the first day of such Monthly Period to but excluding the related
Addition Date or Removal Date, as applicable, and the denominator of which is
the number of days in such Monthly Period, and by a fraction, the numerator of
which is the number of days from and including the related Addition Date or
Removal Date, as applicable, to and including the last day of such Monthly
Period, and the denominator of which is the number of days in such Monthly
Period.
"Base Rate" shall mean, with respect to any Monthly Period, the sum of
---------
the weighted average of the Class A Certificate Rate, the Class B Certificate
Rate and the Excess Collateral Minimum Rate as of the last day of such Monthly
Period (weighted based on the Class A Invested Amount, the Class B Invested
Amount and the Excess Collateral Amount, respectively, as of the last day of
such Monthly Period) plus the product of 2.00% and the percentage equivalent of
a fraction the numerator of which is the Adjusted Invested Amount and the
denominator of which is the Invested Amount each as of the last day of such
Monthly Period.
"BDL" shall mean Banque de Luxembourg.
---
"Business Day" shall mean, for the purpose of determining the
------------
Calculation Date, any day other than a Saturday, Sunday or day on which banking
institutions in
4
<PAGE>
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 January 13, 1999 and the second Business
----------------
Day prior to the 15/th/ day of each calendar month thereafter.
"Class A Account Percentage" shall mean, with respect to any
--------------------------
Determination Date, the percentage equivalent of a fraction, the numerator of
which is the aggregate amount deposited in the Principal Funding Account on
prior Transfer Dates pursuant to subsection 4.09(e)(i) and the denominator of
which is the aggregate amount on deposit in the Principal Funding Account as
of the last day of the preceding Monthly Period.
"Class A Adjusted Invested Amount" shall mean, with respect to any
--------------------------------
date of determination, an amount not less than zero equal to the Class A
Invested Amount minus the Principal Funding Account Balance on such date of
determination.
"Class A Available Funds" shall mean, with respect to any Monthly
-----------------------
Period, an amount equal to the sum of (a) the Class A Floating Allocation
Percentage of the Collections of Finance Charge Receivables in respect of such
Monthly Period and (b) with respect to any Monthly Period during the
Accumulation Period prior to the payment in full of the Class A Invested Amount,
the product of (i) the Class A Account Percentage and (ii) the sum of the
Principal Funding Investment Proceeds pursuant to subsection 4.16(b) of the
Agreement, if any, with respect to the related Transfer Date and the amounts, if
any, to be withdrawn from the Reserve Account which will be deposited into the
Finance Charge Account on the related Transfer Date pursuant to subsections
4.17(b), 4.17(d), 4.17(e) and 4.17(f) of the Agreement.
"Class A Certificate Rate" shall mean 5.28% per annum.
------------------------
"Class A Certificateholder" shall mean the Person in whose name a
-------------------------
Class A Certificate is registered in the Certificate Register.
5
<PAGE>
"Class A Certificateholders' Interest" shall mean the portion of the
------------------------------------
Series 1998-9 Certificateholders' Interest evidenced by the Class A
Certificates.
"Class A Certificates" shall mean any of the certificates executed by
--------------------
the Transferor and authenticated by or on behalf of the Trustee, substantially
in the form of Exhibit A hereto.
"Class A Default Interest" shall have the meaning specified in
------------------------
subsection 4.06(a) of the Agreement.
"Class A Floating Allocation Percentage" shall mean, with respect to
--------------------------------------
any Monthly Period, the percentage equivalent of a fraction, the numerator of
which is the Class A Adjusted Invested Amount as of the last day of the
preceding Monthly Period and the denominator of which is the total amount of
Principal Receivables in the Trust as of the last day of such preceding Monthly
Period; provided, however, that, with respect to the first Monthly Period, the
-------- -------
Class A Floating Allocation Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Class A Initial Invested Amount and
the denominator of which is the total amount of Principal Receivables in the
Trust on the Closing Date; provided further, that with respect to any Monthly
-------- -------
Period in which an Addition Date or a Removal Date occurs and the Servicer need
not make daily deposits of Collections into the Collection Account, the
denominator in the definition of the Class A Floating Allocation Percentage
shall be the Average Principal Balance; provided further, that with respect to
-------- -------
any Monthly Period in which an Addition Date or Removal Date occurs and the
Servicer is required to make daily deposits of Collections into the Collection
Account, the denominator in the definition of the Class A Floating Allocation
Percentage shall be (1) the aggregate amount of Principal Receivables in the
Trust at the end of the day on the last day of the prior Monthly Period for the
period from and including the first day of such Monthly Period to but excluding
the related Addition Date or Removal Date, as applicable, and (2) the aggregate
amount of Principal Receivables in the Trust at the end of the day on the
related Addition Date or Removal Date, as applicable, for the period from such
Addition Date to and including the last day of such Monthly Period.
"Class A Initial Invested Amount" shall mean the aggregate initial
-------------------------------
principal amount of the Class A Certificates, which is $650,000,000.
6
<PAGE>
"Class A Interest Shortfall" shall have the meaning specified in
--------------------------
subsection 4.06(a) of the Agreement.
"Class A Invested Amount" shall mean, when used with respect to any
-----------------------
date of determination, an amount equal to (a) the Class A Initial Invested
Amount, minus (b) the aggregate amount of principal payments made to Class A
-----
Certificateholders prior to such day and minus (c) the excess, if any, of the
aggregate amount of Class A Investor Charge-Offs over Class A Investor Charge-
Offs reimbursed pursuant to subsection 4.12(a) of the Agreement prior to such
day.
"Class A Investor Charge-Offs" shall have the meaning specified in
----------------------------
subsection 4.12(a) of the Agreement.
"Class A Investor Default Amount" shall mean, with respect to each
-------------------------------
Distribution Date and each Receivable in an Account which became a Defaulted
Account during the related Monthly Period, an amount equal to the product of the
aggregate Default Amount for the related Monthly Period and the applicable Class
A Investor Percentage for the related Monthly Period.
"Class A Investor Percentage" shall mean for any Monthly Period,
---------------------------
(a) with respect to Defaulted Receivables and Finance Charge Receivables at any
time and Principal Receivables during the Revolving Period, the Class A Floating
Allocation Percentage, and (b) with respect to Principal Receivables during the
Amortization Period, the Fixed/Floating Allocation Percentage.
"Class A Monthly Interest" shall mean the monthly interest
------------------------
distributable in respect of the Class A Certificates as calculated in accordance
with subsection 4.06(a) of the Agreement.
"Class A Monthly Principal" shall mean the monthly principal
-------------------------
distributable in respect of the Class A Certificates as calculated in accordance
with subsection 4.07(a) of the Agreement.
"Class A Monthly Servicing Fee" shall mean, with respect to any
-----------------------------
Distribution Date, one-twelfth of the product of the Series Servicing Fee
Percentage and the Class A Adjusted Invested Amount on the last day of the
preceding Monthly Period; provided, however, that with respect to the initial
-------- -------
Monthly Period the Class A Monthly Servicing Fee shall be $267,123.
7
<PAGE>
"Class A Outstanding Principal Balance" shall mean, when used with
-------------------------------------
respect to any date of determination, an amount equal to (a) the Class A Initial
Invested Amount, minus (b) the aggregate amount of principal payments made to
-----
the Class A Certificateholders prior to such day.
"Class A Required Amount" shall have the meaning specified in Section
-----------------------
4.08 of the Agreement.
"Class A Scheduled Payment Date" shall mean the January, 2004
------------------------------
Distribution Date.
"Class B Account Percentage" shall mean, with respect to any
--------------------------
Determination Date, the percentage equivalent of a fraction, the numerator of
which is the aggregate amount deposited in the Principal Funding Account on
prior Transfer Dates pursuant to subsection 4.09(e)(ii) and the denominator of
which is the aggregate amount on deposit in the Principal Funding Account as of
the last day of the preceding Monthly Period.
"Class B Adjusted Invested Amount" shall mean, with respect to any
--------------------------------
date of determination, an amount not less than zero equal to the Class B
Invested Amount minus the excess, if any, of the Principal Funding Account
Balance over the Class A Invested Amount on such date of determination.
"Class B Available Funds" shall mean, with respect to any Monthly
-----------------------
Period, an amount equal to the sum of (a) the Class B Floating Allocation
Percentage of the Collections of Finance Charge Receivables in respect of such
Monthly Period and (b) with respect to any Monthly Period during the
Accumulation Period prior to the payment in full of the Class B Invested Amount,
the product of (i) the Class B Account Percentage and (ii) the sum of the
Principal Funding Investment Proceeds pursuant to subsection 4.16(b) of the
Agreement, if any, with respect to the related Transfer Date and the amounts, if
any, to be withdrawn from the Reserve Account which will be deposited into the
Finance Charge Account on the related Transfer Date pursuant to subsections
4.17(b), 4.17(d), 4.17(e) and 4.17(f) of the Agreement.
"Class B Certificate Rate" shall mean 5.55% per annum.
------------------------
8
<PAGE>
"Class B Certificateholder" shall mean the Person in whose name a
-------------------------
Class B Certificate is registered in the Certificate Register.
"Class B Certificateholders' Interest" shall mean the portion of the
------------------------------------
Series 1998-9 Certificateholders' Interest evidenced by the Class B
Certificates.
"Class B Certificates" shall mean any of the certificates executed by
--------------------
the Transferor and authenticated by or on behalf of the Trustee, substantially
in the form of Exhibit B hereto.
"Class B Default Interest" shall have the meaning specified in
------------------------
subsection 4.06(b) of the Agreement.
"Class B Fixed/Floating Allocation Percentage" shall mean for any
--------------------------------------------
Monthly Period during the Amortization Period the percentage equivalent of a
fraction, the numerator of which is the Class B Invested Amount at the end of
the last day of the Revolving Period and the denominator of which is the greater
of (a) the total amount of Principal Receivables in the Trust at the end of
the last day of the preceding Monthly Period and (b) the sum of the numerators
used to calculate fixed/floating allocation percentages with respect to all
Series then outstanding on the applicable Distribution Date; provided, however,
-------- --------
that with respect to any Monthly Period in which an Addition Date or Removal
Date occurs and the Servicer need not make daily deposits of Collections into
the Collection Account, the denominator determined pursuant to clause (a) shall
be the Average Principal Balance; provided further, however, that with respect
-------- ------- -------
to any Monthly Period in which an Addition Date or Removal Date occurs and the
Servicer is required to make daily deposits of Collections into the Collection
Account, the denominator determined pursuant to clause (a) hereof shall be (1)
the aggregate amount of Principal Receivables in the Trust at the end of the day
on the last day of the prior Monthly Period for the period from and including
the first day of such Monthly Period to but excluding the related Addition Date
or Removal Date, as applicable, and (2) the aggregate amount of Principal
Receivables in the Trust at the end of the day on the related Addition Date or
Removal Date, as applicable, for the period from and including such Addition
Date or Removal Date, as applicable, to and including the last day of such
Monthly Period.
9
<PAGE>
"Class B Floating Allocation Percentage" shall mean, with respect to
--------------------------------------
any Monthly Period, the percentage equivalent of a fraction, the numerator of
which is the Class B Adjusted Invested Amount as of the last day of the
preceding Monthly Period and the denominator of which is the total amount of
Principal Receivables in the Trust as of the last day of such preceding Monthly
Period; provided, however, that, with respect to the first Monthly Period, the
-------- -------
Class B Floating Allocation Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Class B Initial Invested Amount and
the denominator of which is the total amount of Principal Receivables on the
Closing Date; provided further, that with respect to any Monthly Period in which
-------- -------
an Addition Date or Removal Date occurs and the Servicer need not make daily
deposits of Collections into the Collection Account, the denominator in the
definition of the Class B Floating Allocation Percentage shall be the Average
Principal Balance; provided further, that with respect to any Monthly Period in
-------- -------
which an Addition Date or Removal Date occurs and the Servicer is required to
make daily deposits of Collections into the Collection Account, the denominator
in the definition of the Class B Floating Allocation Percentage shall be (1)
the aggregate amount of Principal Receivables in the Trust at the end of the day
on the last day of the prior Monthly Period for the period from and including
the first day of such Monthly Period to but excluding the related Addition Date
or Removal Date, as applicable, and (2) the aggregate amount of Principal
Receivables in the Trust at the end of the day on the related Addition Date or
Removal Date, as applicable, for the period from and including such Addition
Date or Removal Date, as applicable, to and including the last day of such
Monthly Period.
"Class B Initial Invested Amount" shall mean the aggregate initial
-------------------------------
principal amount of the Class B Certificates, which is $44,828,000.
"Class B Interest Shortfall" shall have the meaning specified in
--------------------------
subsection 4.06(b) of the Agreement.
"Class B Invested Amount" shall mean, when used with respect to any
-----------------------
date of determination, an amount equal to (a) the Class B Initial Invested
Amount, minus (b) the aggregate amount of principal payments made to Class B
Certificateholders prior to such day, minus (c) the aggregate amount of Class B
-----
Investor Charge-Offs for all prior Distribution Dates, minus (d) the amount of
-----
the Reallocated
10
<PAGE>
Class B Principal Collections allocated on all prior Distribution Dates for
which the Excess Collateral Amount has not been reduced pursuant to subsection
4.14(a) of the Agreement, minus (e) an amount equal to the amount by which the
-----
Class B Invested Amount has been reduced on all prior Distribution Dates
pursuant to subsection 4.12(a) of the Agreement and plus (f) the amount of
----
Excess Finance Charge Collections allocated and available on all prior Transfer
Dates pursuant to subsection 4.13(e) of the Agreement, for the purpose of
reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and (e);
provided, however, that the Class B Invested Amount may not be reduced below
- -------- -------
zero.
"Class B Investor Charge-Offs" shall have the meaning specified in
----------------------------
subsection 4.12(b) of the Agreement.
"Class B Investor Default Amount" shall mean, with respect to each
-------------------------------
Distribution Date and each Receivable in an Account which became a Defaulted
Account during the related Monthly Period, an amount equal to the product of the
aggregate Default Amount for the related Monthly Period and the Class B Investor
Percentage applicable for the related Monthly Period.
"Class B Investor Percentage" shall mean for any Monthly Period,
---------------------------
(a) with respect to Defaulted Receivables and Finance Charge Receivables at any
time or Principal Receivables during the Revolving Period, the Class B Floating
Allocation Percentage, and (b) with respect to Principal Receivables during the
Amortization Period, the Class B Fixed/Floating Allocation Percentage.
"Class B Monthly Interest" shall mean the monthly interest
------------------------
distributable in respect of the Class B Certificates as calculated in accordance
with subsection 4.06(b) of the Agreement.
"Class B Monthly Principal" shall mean the monthly principal
-------------------------
distributable in respect of the Class B Certificates as calculated in accordance
with subsection 4.07(b) of the Agreement.
"Class B Monthly Servicing Fee" shall mean, with respect to any
-----------------------------
Distribution Date, one-twelfth of the product of the Series Servicing Fee
Percentage and the Class B Adjusted Invested Amount on the last day of the
preceding Monthly Period; provided, however, that with
-------- -------
11
<PAGE>
respect to the initial Monthly Period the Class B Monthly Servicing Fee shall be
$18,422.
"Class B Outstanding Principal Balance" shall mean, when used with
-------------------------------------
respect to any date of determination, an amount equal to (a) the Class B Initial
Invested Amount, minus (b) the aggregate amount of principal payments made to
the Class B Certificateholders prior to such day.
"Class B Principal Commencement Date" shall mean (a) with respect to
-----------------------------------
the Accumulation Period, the first Distribution Date on which an amount equal to
the Class A Invested Amount has been deposited in the Principal Funding Account
and allocated to the Class A Certificates or (b) with respect to the Rapid
Amortization Period, the Distribution Date on which the Class A Invested Amount
is paid in full or, if there are no Available Investor Principal Collections
allocable to the Investor Certificates remaining after payments have been made
to the Class A Certificates on such Distribution Date, the Distribution Date
following the Distribution Date on which the Class A Invested Amount is paid in
full.
"Class B Required Amount" shall have the meaning specified in Section
-----------------------
4.08 of the Agreement.
"Class B Scheduled Payment Date" shall mean the January, 2004
------------------------------
Distribution Date.
"Closing Date" shall mean December 22, 1998.
------------
"Code" shall mean the Internal Revenue Code of 1986, as amended.
----
"Collateral Base Rate" shall mean, with respect to any Monthly Period,
--------------------
the sum of (a) the weighted average of the Class A Certificate Rate, the Class B
Certificate Rate and the Excess Collateral Minimum Rate (weighted based on the
Class A Invested Amount, the Class B Invested Amount and the Excess Collateral
Amount, respectively, as of the last day of such Monthly Period) plus (b) the
Series Servicing Fee Percentage per annum.
"Controlled Accumulation Amount" shall mean, for any Transfer Date
------------------------------
with respect to the Accumulation Period prior to the payment in full of the
Invested Amount, $62,260,584; provided, however, that if the Accumulation Period
-------- -------
Length is determined to be less than 12 months
12
<PAGE>
pursuant to subsection 4.09(i) of the Agreement, the Controlled Accumulation
Amount for each Transfer Date with respect to the Accumulation Period prior to
the payment in full of the Invested Amount will be equal to (i) the product of
(x) the Initial Invested Amount and (y) the Accumulation Period Factor for such
Monthly Period divided by (ii) the Required Accumulation Factor Number.
"Controlled Deposit Amount" shall mean, with respect to any Transfer
-------------------------
Date, the sum of (a) the Controlled Accumulation Amount for such Transfer Date
and (b) any existing Accumulation Shortfall.
"Covered Amount" shall mean, with respect to any Interest Period
--------------
during the Accumulation Period prior to the payment in full of the Invested
Amount, the sum of (a) with respect to the Class A Certificates, one-twelfth of
the product of the Class A Certificate Rate and the aggregate amount on deposit
in the Principal Funding Account with respect to Class A Monthly Principal as of
the last day of the Monthly Period preceding the Monthly Period in which such
Interest Period ends, (b) with respect to the Class B Certificates, one-twelfth
of the product of the Class B Certificate Rate and the aggregate amount on
deposit in the Principal Funding Account with respect to Class B Monthly
Principal as of the last day of the Monthly Period preceding the Monthly Period
in which such Interest Period ends, and (c) with respect to the Excess
Collateral, one-twelfth of the product of the Excess Collateral Minimum Rate and
the aggregate amount on deposit in the Principal Funding Account with respect to
Excess Collateral Monthly Principal as of the last day of the Monthly Period
preceding the Monthly Period in which such Interest Period ends.
"Daily Deposit Date" shall mean the Determination Date on which the
------------------
Excess Spread Percentage for the Monthly Period preceding such date is less than
2.50% per annum.
"Default Interest" shall mean, with respect to any Distribution Date,
----------------
the sum of Class A Default Interest and Class B Default Interest distributable
in respect of the Class A Certificates and Class B Certificates, respectively,
as calculated in accordance with Section 4.06 of the Agreement.
13
<PAGE>
"Determination Date" shall mean the first Business Day on or before
------------------
the eighth calendar day prior to each Distribution Date.
"Distribution Date" shall mean January 19, 1999 and the 18th day of
-----------------
each calendar month thereafter, or if such 18th day is not a Business Day, the
next succeeding Business Day.
"Enhancement" shall mean with respect to the Class A Certificates, the
-----------
subordination of the Class B Certificates and the Excess Collateral, and with
respect to the Class B Certificates, the subordination of the Excess Collateral.
"Enhancement Provider" shall mean the Excess Collateral Holders.
--------------------
"ERISA" shall mean the Employee Retirement Income Security Act of
-----
1974, as amended.
"Excess Collateral" shall mean an undivided interest in the Trust
-----------------
which shall consist of the right to receive from the Trust an amount equal to
(i) to the extent necessary to make the required payments to the Excess
Collateral Holders under this Series Supplement, the portion of Collections
allocable thereto under the Agreement and this Series Supplement, and funds on
deposit in the Collection Account allocable thereto pursuant to the Agreement
and this Series Supplement, and (ii) amounts available pursuant to subsection
4.13(k) of the Agreement.
"Excess Collateral Account Percentage" shall mean, with respect to any
------------------------------------
Determination Date, the percentage equivalent of a fraction, the numerator of
which is the aggregate amount deposited in the Principal Funding Account on
prior Transfer Dates pursuant to subsection 4.09(e)(iii) and the denominator of
which is the aggregate amount on deposit in the Principal Funding Account as of
the last day of the preceding Monthly Period.
"Excess Collateral Adjusted Amount" shall mean, with respect to any
---------------------------------
date of determination, an amount not less than zero equal to the Excess
Collateral Amount minus the excess, if any, of the Principal Funding Account
-----
Balance over the sum of the Class A Invested Amount and the Class B Invested
Amount on such date of determination.
14
<PAGE>
"Excess Collateral Amount" shall mean, when used with respect to any
------------------------
date of determination, an amount equal to (a) the Excess Collateral Initial
Amount, minus (b) the aggregate amount of principal payments made to Excess
-----
Collateral Holders prior to such day, minus (c) the aggregate amount of Excess
-----
Collateral Charge-Offs for all prior Distribution Dates pursuant to subsection
4.12(c) of the Agreement, minus (d) the amount of the Reallocated Principal
-----
Collections allocated on all prior Distribution Dates pursuant to Section 4.14
of the Agreement (but in the aggregate not in excess of the Excess Collateral
Initial Amount), minus (e) an amount equal to the amount by which the Excess
-----
Collateral Amount has been reduced on all prior Distribution Dates pursuant to
subsections 4.12(a) and (b) of the Agreement and plus (f) the amount of Excess
----
Finance Charge Collections allocated and available on all prior Transfer Dates
pursuant to subsection 4.13(i) of the Agreement, for the purpose of reimbursing
amounts deducted pursuant to the foregoing clauses (c), (d) and (e); provided,
--------
however, that the Excess Collateral Amount may not be reduced below zero.
- -------
"Excess Collateral Available Funds" shall mean, with respect to any
---------------------------------
Monthly Period, an amount equal to the sum of (a) the Excess Collateral Floating
Allocation Percentage of the Collections of Finance Charge Receivables in
respect of such Monthly Period and (b) with respect to any Monthly Period during
the Accumulation Period prior to the payment in full of the Excess Collateral
Amount, the product of (i) the Excess Collateral Account Percentage and (ii) the
sum of the Principal Funding Investment Proceeds pursuant to subsection 4.16(b)
of the Agreement, if any, with respect to the related Transfer Date and the
amounts, if any, to be withdrawn from the Reserve Account which will be
deposited into the Finance Charge Account on the related Transfer Date pursuant
to subsections 4.17(b), 4.17(d), 4.17(e) and 4.17(f) of the Agreement.
"Excess Collateral Charge-Offs" shall have the meaning specified in
-----------------------------
subsection 4.12(c) of the Agreement.
"Excess Collateral Default Amount" shall mean, with respect to each
--------------------------------
Distribution Date and each Receivable in an Account which became a Defaulted
Account during the related Monthly Period, an amount equal to the product of the
aggregate Default Amount for the related Monthly Period and the Excess
Collateral Percentage applicable for the related Monthly Period.
15
<PAGE>
"Excess Collateral Fixed/Floating Allocation Percentage" shall mean
------------------------------------------------------
for any Monthly Period during the Amortization Period the percentage equivalent
of a fraction, the numerator of which is the Excess Collateral Amount at the
end of the last day of the Revolving Period and the denominator of which is the
greater of (a) the total amount of Principal Receivables in the Trust at the end
of the last day of the preceding Monthly Period and (b) the sum of the
numerators used to calculate fixed/floating allocation percentages with respect
to all Series then outstanding on the applicable Distribution Date; provided,
--------
however, that with respect to any Monthly Period in which an Addition Date or
- -------
Removal Date occurs and the Servicer need not make daily deposits of Collections
into the Collection Account, the denominator determined pursuant to clause (a)
shall be the Average Principal Balance; provided further, however, that with
-------- ------- -------
respect to any Monthly Period in which an Addition Date or Removal Date occurs
and the Servicer is required to make daily deposits of Collections into the
Collection Account, the denominator determined pursuant to clause (a) hereof
shall be (1) the aggregate amount of Principal Receivables in the Trust at the
end of the day on the last day of the prior Monthly Period for the period from
and including the first day of such Monthly Period to but excluding the related
Addition Date or Removal Date, as applicable, and (2) the aggregate amount of
Principal Receivables in the Trust at the end of the day on the related Addition
Date or Removal Date, as applicable, for the period from and including such
Addition Date or Removal Date, as applicable, to and including the last day of
such Monthly Period.
"Excess Collateral Floating Allocation Percentage" shall mean, with
------------------------------------------------
respect to any Monthly Period, the percentage equivalent of a fraction, the
numerator of which is the Excess Collateral Adjusted Amount as of the last day
of the preceding Monthly Period and the denominator of which is the total
amount of Principal Receivables in the Trust as of the last day of such
preceding Monthly Period; provided, however, that, with respect to the first
-------- -------
Monthly Period, the Excess Collateral Floating Allocation Percentage shall mean
the percentage equivalent of a fraction, the numerator of which is the Excess
Collateral Initial Amount and the denominator of which is the total amount of
Principal Receivables on the Closing Date; provided further, that with respect
-------- -------
to any Monthly Period in which an Addition Date or Removal Date occurs and the
Servicer need not make daily deposits of Collections into the Collection
Account, the denominator in the definition
16
<PAGE>
of the Excess Collateral Floating Allocation Percentage shall be the Average
Principal Balance; provided further, that with respect to any Monthly Period in
-------- -------
which an Addition Date or Removal Date occurs and the Servicer is required to
make daily deposits of Collections into the Collection Account, the denominator
in the definition of the Excess Collateral Floating Allocation Percentage shall
be (1) the aggregate amount of Principal Receivables in the Trust at the end of
the day on the last day of the prior Monthly Period for the period from and
including the first day of such Monthly Period to but excluding the related
Addition Date or Removal Date, as applicable, and (2) the aggregate amount of
Principal Receivables in the Trust at the end of the day on the related Addition
Date or Removal Date, as applicable, for the period from and including such
Addition Date or Removal Date, as applicable, to and including the last day of
such Monthly Period.
"Excess Collateral Holders" shall mean the Person or Persons so
-------------------------
designated in the Transfer and Administration Agreement.
"Excess Collateral Initial Amount" shall mean the aggregate initial
--------------------------------
principal amount of the Excess Collateral Amount, which is $52,299,000.
"Excess Collateral Interest Shortfall" shall have the meaning
------------------------------------
specified in subsection 4.06(c) of the Agreement.
"Excess Collateral Minimum Monthly Interest" shall mean the monthly
------------------------------------------
interest distributable in respect of the Excess Collateral Amount as calculated
in accordance with subsection 4.06(c) of the Agreement.
"Excess Collateral Minimum Rate" shall mean 6.50% per annum, or such
------------------------------
lesser rate as may be designated in the Transfer and Administration Agreement.
"Excess Collateral Monthly Principal" shall mean the monthly principal
-----------------------------------
distributable in respect of the Excess Collateral Amount as calculated in
accordance with subsection 4.07(c) of the Agreement.
"Excess Collateral Monthly Servicing Fee" shall mean, with respect to
---------------------------------------
any Distribution Date, one-twelfth of the product of the Series Servicing Fee
Percentage and the Excess Collateral Adjusted Amount on the last day of the
preceding Monthly Period; provided, however, that with
-------- -------
17
<PAGE>
respect to the initial Monthly Period the Excess Collateral Monthly Servicing
Fee shall be $21,493.
"Excess Collateral Percentage" shall mean for any Monthly Period,
----------------------------
(a) with respect to Defaulted Receivables and Finance Charge Receivables at any
time or Principal Receivables during the Revolving Period, the Excess Collateral
Floating Allocation Percentage, and (b) with respect to Principal Receivables
during the Amortization Period, the Excess Collateral Fixed/Floating Allocation
Percentage.
"Excess Collateral Principal Commencement Date" shall mean (a) with
---------------------------------------------
respect to the Accumulation Period, the first Distribution Date on which an
amount equal to the sum of the Class A Invested Amount and the Class B Invested
Amount has been deposited in the Principal Funding Account and allocated to
the Class A Certificates and the Class B Certificates or (b) with respect to the
Rapid Amortization Period, the Distribution Date on which the Class A Invested
Amount and the Class B Invested Amount have each been paid in full or, if there
are no Principal Receivables allocable to the Investor Certificates remaining
after payments have been made to the Class A Certificates and the Class B
Certificates on such Distribution Date, the Distribution Date following the
Distribution Date on which the Class A Invested Amount and the Class B Invested
Amount have each been paid in full.
"Excess Collateral Scheduled Payment Date" shall mean the January 2004
----------------------------------------
Transfer Date.
"Excess Finance Charge Collections" shall mean, with respect to any
---------------------------------
Transfer Date, the sum of the amounts, if any, specified pursuant to subsections
4.09(a)(iv), 4.09(b)(iii) and 4.09(c)(ii) of the Agreement with respect to such
Transfer Date.
"Excess Principal Collections" shall mean, as the context requires,
----------------------------
either (a) the amount allocated to the Investor Certificates which, in
accordance with subsections 4.05(b)(ii), 4.05(c)(ii) and 4.05(f) of the
Agreement, may be applied to Principal Shortfalls with respect to other
outstanding Series or (b) the amounts allocated to the investor certificates of
other Series which the applicable supplements for such Series specify are to be
treated as "Excess Principal Collections" and which may be applied to cover
Principal Shortfalls with respect to the Investor Certificates.
18
<PAGE>
"Excess Spread Percentage" shall mean, with respect to any Monthly
------------------------
Period, the amount, if any, by which (i) the Net Portfolio Yield exceeds
(ii) the Collateral Base Rate.
"Finance Charge Deficit" shall have the meaning set forth in
----------------------
subsection 4.05(b)(ii) of the Agreement.
"Fixed/Floating Allocation Percentage" shall mean for any Monthly
------------------------------------
Period during the Amortization Period the percentage equivalent of a fraction,
the numerator of which is the Invested Amount at the end of the last day of the
Revolving Period and the denominator of which is the greater of (a) the total
amount of Principal Receivables in the Trust at the end of the last day of the
preceding Monthly Period and (b) the sum of the numerators used to calculate
fixed/floating allocation percentages with respect to all Series then
outstanding on the applicable Distribution Date; provided, however, that with
-------- -------
respect to any Monthly Period in which an Addition Date or a Removal Date occurs
and the Servicer need not make daily deposits of Collections into the Collection
Account, the denominator determined pursuant to clause (a) shall be the
Average Principal Balance; provided further, however, that with respect to any
-------- ------- -------
Monthly Period in which an Addition Date or Removal Date occurs and the Servicer
is required to make daily deposits of Collections into the Collection Account,
the denominator determined pursuant to clause (a) hereof shall be (1) the
aggregate amount of Principal Receivables in the Trust at the end of the day on
the last day of the prior Monthly Period for the period from and including the
first day of such Monthly Period to but excluding the related Addition Date or
Removal Date, as applicable, and (2) the aggregate amount of Principal
Receivables in the Trust at the end of the day on the related Addition Date or
Removal Date, as applicable, for the period from and including the related
Addition Date or Removal Date, as applicable, to and including the last day of
such Monthly Period.
"Floating Allocation Percentage" shall mean for any date of
------------------------------
determination the sum of the applicable Class A Floating Allocation Percentage,
the applicable Class B Floating Allocation Percentage and the applicable Excess
Collateral Floating Allocation Percentage.
"Initial Invested Amount" shall mean the aggregate initial principal
-----------------------
amount of the Investor Certificates of Series 1998-9, which is $747,127,000.
19
<PAGE>
"Initial Purchaser" shall have the meaning specified in subsection
-----------------
11(c) of this Series Supplement.
"Interest Period" shall mean, with respect to a Distribution Date and,
---------------
with respect to the Excess Collateral, the Transfer Date relating to such
Distribution Date, the period beginning on the preceding Distribution Date
continuing through the day preceding such Distribution Date, except the first
Interest Period shall be deemed to be the 26-day period from and including the
Closing Date through and including January 17, 1999 (calculated as though
there were 30 days in December).
"Interest Shortfall" shall mean, with respect to any Distribution
------------------
Date, the sum of the Class A Interest Shortfall, the Class B Interest Shortfall
and the Excess Collateral Interest Shortfall distributable in respect of the
Investor Certificates as calculated in accordance with Section 4.06 of the
Agreement.
"Invested Amount" shall mean, when used with respect to any date, an
---------------
amount equal to the sum of (a) the Class A Invested Amount, (b) the Class B
Invested Amount and (c) the Excess Collateral Amount each as of such date;
provided, however, that for purposes of determining the Investor Monthly
- -------- -------
Servicing Fee and the Aggregate Invested Amount, the Invested Amount shall mean
an amount equal to the sum of (a) the Class A Adjusted Invested Amount, (b) the
Class B Adjusted Invested Amount and (c) the Excess Collateral Adjusted Amount
with respect to any date of determination.
"Investor Certificateholder" shall mean the Holder of record of an
--------------------------
Investor Certificate of Series 1998-9.
"Investor Certificates" shall mean the Class A Certificates, the
---------------------
Class B Certificates and the Excess Collateral.
"Investor Default Amount" shall mean, with respect to each
-----------------------
Distribution Date, an amount equal to the sum of (a) the Class A Investor
Default Amount for such Distribution Date, (b) the Class B Investor Default
Amount for such Distribution Date and (c) the Excess Collateral Default Amount
for such Distribution Date.
"Investor Monthly Servicing Fee" shall, with respect to any Transfer
------------------------------
Date, be equal to one-twelfth of
20
<PAGE>
the product of (A) the Series Servicing Fee Percentage and (B) the Adjusted
Invested Amount as of the last day of the Monthly Period preceding such Transfer
Date; provided, however, that with respect to the initial Monthly Period the
-------- -------
Investor Monthly Servicing Fee shall be $307,038.
"Investor Percentage" shall mean for any Monthly Period, (a) with
-------------------
respect to Finance Charge Receivables and Defaulted Receivables at any time and
Principal Receivables during the Revolving Period, the Floating Allocation
Percentage and (b) with respect to Principal Receivables during the Amortization
Period, the Fixed/Floating Allocation Percentage.
"Issuance Date" shall mean the Closing Date.
-------------
"Minimum Transferor Interest" shall mean, with respect to any period,
---------------------------
4% of the average of the aggregate amount of Principal Receivables for such
period.
"Monthly Interest" shall mean, with respect to any Distribution Date,
----------------
the sum of the Class A Monthly Interest, the Class B Monthly Interest and the
Excess Collateral Minimum Monthly Interest distributable in respect of the
Series 1998-9 Certificates as calculated in accordance with Section 4.06 of the
Agreement.
"Monthly Period" shall have the meaning specified in the Agreement,
--------------
except that the first Monthly Period with respect to the Series 1998-9
Certificates shall begin on and include the Closing Date and shall end on and
include December 31, 1998.
"Monthly Principal" shall mean the monthly principal distributable in
-----------------
respect of the Series 1998-9 Certificates as calculated in accordance with
Section 4.07 of the Agreement.
"Net Portfolio Yield" shall mean for the Series 1998-9 Certificates,
-------------------
with respect to any Monthly Period, the annualized percentage equivalent of a
fraction, the numerator of which is an amount equal to the amount of Collections
of Finance Charge Receivables allocated to the Series 1998-9 Certificates for
such Monthly Period to be calculated on a cash basis after subtracting an amount
equal to the Investor Default Amount for such Monthly Period, and the
denominator of which is the sum of the Class A Adjusted Invested Amount, the
Class B Adjusted
21
<PAGE>
Invested Amount and the Excess Collateral Adjusted Amount as of the last day of
the preceding Monthly Period.
"Pay Out Commencement Date" shall mean the earliest to occur of
-------------------------
(i) the date on which a Trust Pay Out Event is deemed to occur pursuant to
Section 9.01 of the Agreement, (ii) a Series 1998-9 Pay Out Event is deemed to
occur pursuant to Section 8 of this Series Supplement, (iii) the Class A
Scheduled Payment Date if the Class A Invested Amount is not paid in full on
such date and (iv) the Class B Scheduled Payment Date if the Class B Invested
Amount is not paid in full on such date.
"Paying Agent" shall mean The Bank of New York.
------------
"Plan Purchaser" shall have the meaning specified in subsection 11(f)
--------------
of this Series Supplement.
"Portfolio Adjusted Yield" shall mean, with respect to any Transfer
------------------------
Date, the average of the percentages obtained for each of the three preceding
Monthly Periods by subtracting the Base Rate for such Monthly Period from the
Portfolio Yield for such Monthly Period.
"Portfolio Yield" shall mean for the Series 1998-9 Certificates, with
---------------
respect to any Monthly Period, the annualized percentage equivalent of a
fraction, the numerator of which is an amount equal to the sum of (a) the amount
of Collections of Finance Charge Receivables allocated to the Investor
Certificates for such Monthly Period, (b) the Principal Funding Investment
Proceeds deposited into the Finance Charge Account on the Transfer Date related
to such Monthly Period, (c) the amount, if any, withdrawn from the Reserve
Account to be deposited into the Finance Charge Account pursuant to subsections
4.17(b), 4.17(d), 4.17(e) and 4.17(f) of the Agreement on the Transfer Date
relating to such Monthly Period to be calculated on a cash basis after
subtracting an amount equal to the Investor Default Amount for such Monthly
Period, and the denominator of which is the Invested Amount as of the last day
of the preceding Monthly Period.
"Principal Funding Account" shall have the meaning set forth in
-------------------------
subsection 4.16(a) of the Agreement.
"Principal Funding Account Balance" shall mean, with respect to any
---------------------------------
date of determination during the Accumulation Period, the principal amount, if
any, on
22
<PAGE>
deposit in the Principal Funding Account on such date of determination.
"Principal Funding Investment Proceeds" shall mean, with respect to
-------------------------------------
each Interest Period during the Accumulation Period, the investment earnings on
funds in the Principal Funding Account (net of investment expenses and losses)
for such Interest Period.
"Principal Funding Investment Shortfall" shall mean, with respect to
--------------------------------------
each Interest Period during the Accumulation Period, the amount, if any, by
which the Principal Funding Investment Proceeds are less than the Covered
Amount.
"Principal Shortfalls" shall mean, with respect to any Distribution
--------------------
Date (a) during the Accumulation Period, the amount, if any, by which the
Controlled Deposit Amount exceeds the sum of the Class A Monthly Principal,
Class B Monthly Principal and Excess Collateral Monthly Principal for such
Distribution Date or (b) during the Rapid Amortization Period, (i) the amount,
if any, by which the Class A Invested Amount exceeds the Class A Monthly
Principal for such Distribution Date, (ii) on and after the Class B Principal
Commencement Date, the amount, if any, by which the Class B Invested Amount
exceeds the Class B Monthly Principal for such Distribution Date and (iii) on
and after the Excess Collateral Principal Commencement Date, the amount if
any, by which the Excess Collateral Amount exceeds the Excess Collateral Monthly
Principal for such Distribution Date.
"Rapid Amortization Period" shall mean the period commencing on the
-------------------------
Pay Out Commencement Date and ending on the earlier to occur of (i) the date of
termination of the Trust pursuant to Section 12.01 of the Agreement or (ii) the
Series 1998-9 Termination Date.
"Rating Agency" shall mean each of Fitch IBCA, Inc., Moody's and
-------------
Standard & Poor's.
"Rating Agency Condition" shall mean the notification in writing by
-----------------------
each Rating Agency to the Transferor, the Servicer and the Trustee that any
action will not result in any Rating Agency reducing or withdrawing its then
existing rating of the investor certificates of any outstanding Series or class
with respect to which it is a Rating Agency.
23
<PAGE>
"Reallocated Class B Principal Collections" shall have the meaning
-----------------------------------------
specified in subsection 4.14(b) of the Agreement.
"Reallocated Excess Collateral Principal Collections" shall have the
---------------------------------------------------
meaning specified in subsection 4.14(a) of the Agreement.
"Reallocated Principal Collections" shall mean the sum of Reallocated
---------------------------------
Class B Principal Collections and Reallocated Excess Collateral Principal
Collections.
"Required Accumulation Factor Number" shall be equal to a fraction,
-----------------------------------
rounded upwards to the nearest whole number, the numerator of which is one and
the denominator of which is equal to the lowest monthly principal payment rate
on the Accounts, expressed as a decimal, for the 12 months preceding the date of
such calculation.
"Required Reserve Account Amount" shall mean, with respect to any
-------------------------------
Transfer Date on or after the Reserve Account Funding Date, an amount equal to
(a) 0.50% of the Invested Amount or (b) any other amount designated by the
Transferor; provided, however, that if such designation is of a lesser amount,
--------- -------
the Transferor shall (i) provide the Servicer, the Excess Collateral Holders and
the Trustee with evidence that the Rating Agency Condition shall have been
satisfied and (ii) deliver to the Trustee a certificate of an authorized
officer to the effect that, based on the facts known to such officer at such
time, in the reasonable belief of the Transferor, such designation will not
cause a Pay Out Event or an event that, after the giving of notice or the lapse
of time, would cause a Pay Out Event to occur with respect to Series 1998-9.
"Reserve Account" shall have the meaning specified in subsection
---------------
4.17(a) of the Agreement.
"Reserve Account Funding Date" shall mean the Transfer Date which
----------------------------
occurs not later than the earliest of (a) the Transfer Date with respect to the
Monthly Period which commences 3 months prior to the commencement of the
Accumulation Period; (b) the first Transfer Date for which the Portfolio
Adjusted Yield is less than 2.0%, but in such event the Reserve Account Funding
Date shall not be required to occur earlier than the Transfer Date which
commences 12 months prior to the commencement of the Accumulation Period;
(c) the first Transfer Date for which the Portfolio Adjusted Yield is less than
3.0%, but in
24
<PAGE>
such event the Reserve Account Funding Date shall not be required to occur
earlier than the Transfer Date which commences 6 months prior to the
commencement of the Accumulation Period; or (d) the first Transfer Date for
which the Portfolio Adjusted Yield is less than 3.5%, but in such event the
Reserve Account Funding Date shall not be required to occur earlier than the
Transfer Date which commences 4 months prior to the commencement of the
Accumulation Period.
"Reserve Account Surplus" shall mean, as of any Transfer Date
-----------------------
following the Reserve Account Funding Date, the amount, if any, by which the
amount on deposit in the Reserve Account exceeds the Required Reserve Account
Amount.
"Reserve Draw Amount" shall have the meaning specified in subsection
-------------------
4.17(c) of the Agreement.
"Reversion Date" shall mean the first Determination Date following
--------------
any Daily Deposit Date on which the Excess Spread Percentage for the Monthly
Period preceding such Determination Date is equal to or exceeds 2.50% per annum.
"Revolving Period" shall mean the period from and including the
----------------
Closing Date to, but not including, the earlier of (a) the day the Accumulation
Period commences and (b) the Pay Out Commencement Date.
"Scheduled Series 1998-9 Termination Date" shall mean the September
----------------------------------------
2006 Distribution Date.
"Series 1998-9" shall mean the Series of the First USA Credit Card
-------------
Master Trust represented by the Investor Certificates.
"Series 1998-9 Certificateholder" shall mean the holder of record of
-------------------------------
any Series 1998-9 Certificate.
"Series 1998-9 Certificateholders' Interest" shall have the meaning
------------------------------------------
specified in Section 4.04 of the Agreement.
"Series 1998-9 Certificates" shall have the meaning specified in
--------------------------
Section 1 of this Series Supplement.
"Series 1998-9 Pay Out Event" shall have the meaning specified in
---------------------------
Section 8 of this Series Supplement.
25
<PAGE>
"Series 1998-9 Termination Date" shall mean the earlier to occur of
------------------------------
(i) the day after the Distribution Date on which the Investor Certificates are
paid in full, or (ii) the Scheduled Series 1998-9 Termination Date.
"Series Servicing Fee Percentage" shall mean 1.50% for so long as
-------------------------------
First USA Bank, N.A. is the Servicer or 2.00% if First USA Bank, N.A. is no
longer the Servicer.
"Subordinate Principal Collections" shall have the meaning set forth
---------------------------------
in subsection 4.05(b)(ii) of the Agreement.
"Targeted Holder" shall mean each holder of a right to receive
---------------
interest or principal with respect to the Excess Collateral (or other interests
in the Trust), other than certificates (or other such interests) with respect to
which an opinion is rendered that such certificates (or other such interests)
will be treated as debt for federal income tax purposes, and any holder of a
right to receive any amount in respect of the Transferor Interest; provided,
that any Person holding more than one interest each of which would cause such
Person to be a Targeted Holder shall be treated as a single Targeted Holder.
"Transfer" shall have the meaning specified in subsection 11(a) of
--------
this Series Supplement.
"Transfer and Administration Agreement" shall mean the agreement among
-------------------------------------
the Transferor and the Excess Collateral Holders, dated the Closing Date, as
amended, supplemented or otherwise modified from time to time.
"Unpaid Investor Monthly Servicing Fee" shall mean with respect to any
-------------------------------------
Transfer Date, the amount of the Investor Monthly Servicing Fee with respect to
such Transfer Date not distributed to the Servicer pursuant to subsection
4.09(a)(ii), subsection 4.09(b)(ii), subsection 4.09(c)(i), or subsection
4.13(a) of the Agreement and any overdue Investor Monthly Servicing Fee from
prior Transfer Dates.
SECTION 3. Reassignment and Transfer Terms. The Series 1998-9
-------------------------------
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
26
<PAGE>
an amount less than or equal to 5% of the Initial Invested Amount. The deposit
required in connection with any such repurchase shall be equal to the Invested
Amount plus accrued and unpaid interest on the Series 1998-9 Certificates
through the Record Date preceding the Distribution Date on which the repurchase
occurs.
SECTION 4. Delivery and Payment for the Series 1998-9 Certificates.
-------------------------------------------------------
The Transferor shall execute and deliver the Class A Certificates and the Class
B Certificates to the Trustee for authentication in accordance with Section
6.01 of the Agreement. The Trustee shall deliver the Class A Certificates and
the Class B Certificates when authenticated in accordance with Section 6.02 of
the Agreement.
SECTION 5. Depositary; Form of Delivery of the Series 1998-9
-------------------------------------------------
Certificates. (a) The Class A Certificates and the Class B Certificates shall
- ------------
be delivered as Book-Entry Certificates as provided in Sections 6.01 and 6.10 of
the Agreement.
(b) The Depositary for Series 1998-9 shall be The Depository Trust
Company, and the Class A Certificates and the Class B Certificates shall be
initially registered in the name of Cede & Co., its nominee. The Class A
Certificates and the Class B Certificates will initially be held by the Trustee
as custodian for The Depository Trust Company.
SECTION 6. Article IV of Agreement. (A) Sections 4.01, 4.02 and 4.03
-----------------------
of the Agreement shall be read in their entirety as provided in the Agreement
except for subsections 4.02(b) and (c) of the Agreement which shall, for
purposes of this Series Supplement, read in their entirety as follows:
"(b) The Finance Charge and Principal Accounts. The Trustee, for the
-----------------------------------------
benefit of the Series 1998-9 Certificateholders, shall establish and
maintain in the name of the Trust with a Qualified Institution (other than
the Transferor), which shall initially be the Paying Agent, two segregated
trust accounts (the "Finance Charge Account" and the "Principal Account,"
---------------------- -----------------
respectively), bearing a designation clearly indicating that the funds
therein are held for the benefit of the Series 1998-9 Certificateholders.
The Trustee shall possess all right, title and
27
<PAGE>
interest in all funds on deposit from time to time in the Finance Charge
Account and the Principal Account and in all proceeds thereof. The Finance
Charge Account and the Principal Account shall be under the sole dominion
and control of the Trustee for the benefit of the Series 1998-9
Certificateholders. Pursuant to authority granted to it hereunder, the
Servicer shall have the revocable power to instruct the Trustee to withdraw
funds from the Finance Charge Account and the Principal Account for the
purpose of carrying out the Servicer's or the Trustee's duties hereunder.
The Trustee at all times shall maintain copies of all written reports and
instructions that it receives reflecting each transaction in the Principal
Account and the Finance Charge Account and that funds held therein shall at
all times be held in trust for the benefit of the Series 1998-9
Certificateholders.
(c) The Distribution Account. The Trustee, for the benefit of the Series
------------------------
1998-9 Certificateholders, shall cause to be established and maintained
in the name of the Trust, with an office or branch of a Qualified
Institution (other than the Transferor), which shall initially be the
Paying Agent, a non-interest bearing segregated account (the "Distribution
------------
Account") bearing a designation clearly indicating that the funds deposited
-------
therein are held in trust for the benefit of the Series 1998-9
Certificateholders. The Trustee shall possess all right, title and interest
in all funds on deposit from time to time in the Distribution Account and
in all proceeds thereof. The Distribution Account shall be under the sole
dominion and control of the Trustee for the benefit of the Series 1998-9
Certificateholders."
(B) Article IV of the Agreement (except for Sections 4.01, 4.02 and
4.03 thereof) shall read in its entirety as follows and shall be applicable only
to the Series 1998-9 Certificates:
28
<PAGE>
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.04 Rights of Certificateholders. The Investor Certificates
----------------------------
shall represent undivided interests in the Trust, consisting of the right to
receive, to the extent necessary to make the required payments with respect to
such Investor Certificates at the times and in the amounts specified in this
Agreement, (a) the Floating Allocation Percentage and Fixed/Floating Allocation
Percentage (as applicable from time to time) of Collections received with
respect to the Receivables and (b) funds on deposit in the Collection Account,
the Finance Charge Account, the Principal Account, the Principal Funding
Account, the Reserve Account and the Distribution Account (for such Series, the
"Series 1998-9 Certificateholders' Interest"). The Excess Collateral shall be
------------------------------------------
subordinate to the Class A Certificates and the Class B Certificates. The Class
B Certificates shall be subordinate to the Class A Certificates. The
Exchangeable Transferor Certificate shall not represent any interest in the
Collection Account, the Finance Charge Account, the Principal Account, the
Principal Funding Account, the Reserve Account or the Distribution Account,
except as specifically provided in this Article IV.
Section 4.05 Collections and Allocation.
--------------------------
(a) Collections. The Servicer will apply or will instruct the
-----------
Trustee to apply all funds on deposit in the Collection Account, the Finance
Charge Account, the Principal Account, the Principal Funding Account, the
Reserve Account or the Distribution Account allocable to the Series 1998-9
Certificates as described in this Article IV.
(b) Daily Allocations During the Revolving Period. During the
---------------------------------------------
Revolving Period, the Servicer shall, prior to the close of business on each
Date of Processing, allocate the following amounts as set forth below:
(i) Allocate to the Series 1998-9 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
29
<PAGE>
Period an amount equal to the product of (x) the Floating Allocation
Percentage and (y) the aggregate amount of Collections of Finance Charge
Receivables on such Date of Processing, or (B) on and after each such
Calculation Date to and including the last day of such Monthly Period, the
lesser of (x) the product of (1) the Floating Allocation Percentage and (2)
the aggregate amount of Collections of Finance Charge Receivables on such
Date of Processing and (y) the excess of (1) the sum of the Monthly
Interest, the Interest Shortfall and the Default Interest for the
Distribution Date following the then current Monthly Period (plus, if the
Transferor is not the Servicer, the Investor Monthly Servicing Fee) over
(2) the amounts previously deposited in the Finance Charge Account with
respect to the current Monthly Period pursuant to this subsection
4.05(b)(i) of the Agreement. On each Date of Processing on and after each
Calculation Date, Collections of Finance Charge Receivables allocated to
the Series 1998-9 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
$630,000 to be applied as Collections of Finance Charge Receivables
allocated to the Series 1998-9 Certificates. Notwithstanding the foregoing,
on each Date of Processing from and including each Daily Deposit Date to
but excluding the immediately succeeding Reversion Date, the Servicer shall
be required to allocate to the Series 1998-9 Certificateholders the
Floating Allocation Percentage of Collections of Finance Charge Receivables
and deposit and retain in the Finance Charge Account an amount equal to the
product of (i) the Floating Allocation Percentage and (ii) the aggregate
amount of Collections of Finance Charge Receivables on such Date of
Processing.
(ii) Allocate to the Series 1998-9 Certificateholders an amount
equal to the product of (A) the Floating Allocation Percentage on such Date
of Processing and (B) the aggregate amount of Collections of Principal
Receivables on such Date of Processing and pay such amount to the
Transferor subject to the obligation of the Transferor to make an amount
equal to the Reallocated Principal Collections and
30
<PAGE>
Excess Principal Collections for such Monthly Period available on the
related Transfer Date in accordance with subsection 4.05(f) of the
Agreement; provided, however, that the amount to be paid to the Transferor
-------- -------
pursuant to this subsection 4.05(b)(ii) of the Agreement on any Date of
Processing shall be paid only if the Transferor Interest on such Date of
Processing is greater than the Minimum Transferor Interest (after giving
effect to all Principal Receivables transferred to the Trust on such Date
of Processing and after giving effect to Collections of Principal
Receivables on such Date of Processing) and otherwise shall be deposited in
the Collection Account and applied in accordance with subsection 4.03(f) of
the Agreement; provided, further, however, that on and after the
-------- ------- -------
Calculation Date if the amounts previously deposited in the Finance Charge
Account with respect to the current Monthly Period pursuant to subsection
4.05(b)(i) of the Agreement are less than the sum of the Monthly Interest,
the Interest Shortfall and the Default Interest for the Distribution Date
following the then current Monthly Period (plus, if the Transferor is not
the Servicer, the Investor Monthly Servicing Fee) (the amount of such
shortfall, the "Finance Charge Deficit"), an amount not to exceed the
----------------------
product of (x) the sum of the Class B Floating Allocation Percentage and
the Excess Collateral Floating Allocation Percentage and (y) the
Collections of Principal Receivables on any such Date of Processing
("Subordinate Principal Collections") with respect to the then current
---------------------------------
Monthly Period will be deposited into the Principal Account on a daily
basis during such Monthly Period in an aggregate amount not to exceed the
Finance Charge Deficit; at such time as the Finance Charge Deficit is equal
to zero, such amounts may be released from the Principal Account and paid
to the holder of the Exchangeable Transferor Certificate, subject to the
preceding proviso.
(c) Daily Allocations During the Accumulation Period. During the
------------------------------------------------
Accumulation Period, the Servicer shall, prior to the close of business on each
Date of Processing, allocate the following amounts as set forth below:
(i) Allocate to the Series 1998-9 Certificateholders and deposit
and retain in the Finance Charge Account an amount equal to the product of
(A) the Floating Allocation Percentage on such
31
<PAGE>
Date of Processing and (B) the aggregate amount of Collections of Finance
Charge Receivables on such Date of Processing.
(ii) Allocate to the Series 1998-9 Certificateholders and retain
in the Principal Account an amount equal to the product of (x) the
Fixed/Floating Allocation Percentage on such Date of Processing and (y) the
aggregate amount of Collections of Principal Receivables on such Date of
Processing (for any such date, a "Percentage Allocation"); provided,
--------------------- --------
however, that if the sum of such Percentage Allocations with respect to the
-------
same Monthly Period exceeds the Controlled Deposit Amount for the related
Distribution Date, then such excess shall be paid to the Holder of the
Exchangeable Transferor Certificate (subject to the obligation of the
Transferor to make an amount equal to the Reallocated Principal
Collections and Excess Principal Collections for such Monthly Period
available on the related Transfer Date in accordance with subsection
4.05(f) of the Agreement) if the Transferor Interest on such Date of
Processing is greater than the Minimum Transferor Interest (after giving
effect to all Principal Receivables transferred to the Trust on such day)
and otherwise shall be deposited in the Collection Account and applied in
accordance with subsection 4.03(f) of the Agreement; provided, further,
-------- -------
that on and after the Calculation Date if there is a Finance Charge
Deficit, Subordinate Principal Collections with respect to each Monthly
Period will be deposited into the Principal Account on a daily basis during
such Monthly Period in an aggregate amount not to exceed the Finance Charge
Deficit; at such time as the Finance Charge Deficit is equal to zero, such
amounts may be released from the Principal Account to the holder of the
Exchangeable Transferor Certificate, subject to the preceding proviso.
(d) Daily Allocations During the Rapid Amortization Period. During
------------------------------------------------------
the Rapid Amortization Period, the Servicer shall, prior to the close of
business on each Date of Processing, allocate the following amounts as set forth
below:
(i) Allocate to the Series 1998-9 Certificateholders and deposit
and retain in the Finance Charge Account an amount equal to the product of
(A) the Floating Allocation Percentage on such
32
<PAGE>
Date of Processing and (B) the aggregate amount of Collections of Finance
Charge Receivables on such Date of Processing.
(ii) Allocate to the Series 1998-9 Certificateholders and
deposit and retain in the Principal Account an amount equal to the product
of (A) the Fixed/Floating Allocation Percentage on such Date of Processing
and (B) the aggregate amount of Collections of Principal Receivables on
such Date of Processing; provided, however, that after the date on which an
-------- -------
amount of such Collections equal to the Invested Amount has been deposited
into the Collection Account and allocated to the Series 1998-9
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 and Accumulation
----------------------------------------------------------------
Period. To the extent not previously allocated pursuant to subsection 4.05(b),
- ------
during the Revolving Period, the Servicer shall, on each Transfer Date, allocate
to the Series 1998-9 Certificateholders and deposit in the Finance Charge
Account an amount equal to (i) the lesser of (A) the product of (x) the Floating
Allocation Percentage with respect to the preceding Monthly Period and (y) the
aggregate amount of Collections of Finance Charge Receivables for the related
Monthly Period, and (B) the aggregate of the amounts to be applied from amounts
on deposit in the Finance Charge Account on such Transfer Date pursuant to
subsections 4.09(a)(i) through (iii), 4.09(b)(i) and (ii), 4.09(c)(i) and
4.13(a) through (k) of the Agreement, minus (ii) the amounts deposited and
retained in the Finance Charge Account daily during such Monthly Period pursuant
to subsection 4.05(b)(i) of the Agreement. Any such amounts, to the
33
<PAGE>
extent they would be paid to First USA Bank, N.A., as Transferor or Servicer,
pursuant to this Agreement or the Transfer and Administration Agreement, need
not be so deposited but shall be deemed to have been so deposited and, as and
when specified in the subsections identified above, be deemed to have been paid
to First USA Bank, N.A., pursuant to such subsections. During the Revolving
Period and the Accumulation Period, the Transferor shall, on each Transfer Date
deposit in the Principal Account an amount equal to the sum of (I) the excess of
the amount of Reallocated Principal Collections over the amount deposited and
retained in the Principal Account pursuant to subsection 4.05(b)(ii) or
4.05(c)(ii) of the Agreement with respect to the Revolving Period or the
Accumulation Period, respectively, and (II) an amount equal to the amount of
Excess Principal Collections to be applied for the benefit of other Series from
amounts that were originally allocated to Series 1998-9, not to exceed (x)
during the Revolving Period, the Floating Allocation Percentage of Collections
of Principal Receivables for the related Monthly Period or (y) during the
Accumulation Period, the Fixed/Floating Allocation Percentage of Collections of
Principal Receivables for the related Monthly Period less the amount thereof
applied to pay Monthly Principal on the related Distribution Date.
(g) Notwithstanding anything in this Section 4.05, if on any date the
aggregate amount of Principal Receivables is less than the sum of the Invested
Amounts for all Series then outstanding, all Collections of Principal
Receivables on such date shall be deposited and applied in accordance with
subsection 4.03(f) of the Agreement.
The allocations to be made pursuant to this Section 4.05 of the
Agreement also apply to deposits into the Collection Account that are treated as
Collections, including Credit Adjustments, payment of the reassignment price
pursuant to Section 2.07 of the Agreement and proceeds from the sale,
disposition or liquidation of the Receivables pursuant to Section 9.02, 10.01,
12.01 or 12.02 of the Agreement and Section 3 of the Series Supplement for
Series 1998-9. Such deposits to be treated as Collections will be allocated as
Finance Charge Receivables or Principal Receivables as indicated in the
Agreement.
Section 4.06 Determination of Monthly Interest for the Series 1998-9
-------------------------------------------------------
Certificates. (a) The amount of
- ------------
34
<PAGE>
monthly interest (for the Series 1998-9 Certificates, the "Class A Monthly
---------------
Interest") distributable from the Distribution Account with respect to the Class
- --------
A Certificates on any Distribution Date shall be an amount equal to one-twelfth
of the product of(i)the Class A Certificate Rate and (ii) the Class A
Outstanding Principal Balance as of the close of business on the last day of the
preceding Monthly Period; provided, however, that with respect to the first
-------- -------
Distribution Date, Class A Monthly Interest shall be equal to the product of (a)
the Class A Certificate Rate (b) a fraction the numerator of which is 26 and the
denominator of which is 360, and (c) the Class A Initial Invested Amount.
On the Determination Date preceding each Distribution Date, the
Servicer shall determine an amount (the "Class A Interest Shortfall") equal to
--------------------------
the excess, if any, of (x) the aggregate Class A Monthly Interest for the
Interest Period applicable to the preceding Distribution Date over (y) the
----
amount which was paid to the Class A Certificateholders in respect of interest
on such preceding Distribution Date. If there is a Class A Interest Shortfall
with respect to any Distribution Date, an additional amount ("Class A Default
---------------
Interest") shall be payable as provided herein with respect to the Class A
- --------
Certificates on each Distribution Date following such Distribution Date to and
including the Distribution Date on which such Class A Interest Shortfall is paid
to Class A Certificateholders equal to one-twelfth of the product of (i) the
Class A Certificate Rate plus 2.00% per annum and (ii) such Class A Interest
Shortfall. Notwithstanding anything to the contrary herein, Class A Default
Interest shall be payable or distributed to Class A Certificateholders only to
the extent permitted by applicable law.
(b) The amount of monthly interest (for the Series 1998-9
Certificates, the "Class B Monthly Interest") distributable from the
------------------------
Distribution Account with respect to the Class B Certificates on any
Distribution Date shall be an amount equal to one-twelfth of the product of
(i) the Class B Certificate Rate and (ii) the Class B Invested Amount as of the
close of business on the last day of the preceding Monthly Period; provided,
--------
however, that with respect to the first Distribution Date, Class B Monthly
- -------
Interest shall be equal to the product of (a) the Class B Certificate Rate,
(b) a fraction the numerator of which is 26 and the denominator of which is 360,
and (c) the Class B Initial Invested Amount.
35
<PAGE>
On the Determination Date preceding each Distribution Date, the
Servicer shall determine an amount (the "Class B Interest Shortfall") equal to
--------------------------
the excess, if any, of (x) the aggregate Class B Monthly Interest for the
Interest Period applicable to the preceding Distribution Date over (y) the
amount which was paid to the Class B Certificateholders in respect of interest
on such preceding Distribution Date. If there is a Class B Interest Shortfall
with respect to any Distribution Date, an additional amount ("Class B Default
---------------
Interest") shall be payable as provided herein with respect to the Class B
- --------
Certificates on each Distribution Date following such Distribution Date to and
including the Distribution Date on which such Class B Interest Shortfall is paid
to Class B Certificateholders equal to one-twelfth of the product of (i) the
Class B Certificate Rate plus 2.00% per annum and (ii) such Class B Interest
Shortfall. Notwithstanding anything to the contrary herein, Class B Default
Interest shall be payable or distributed to Class B Certificateholders only to
the extent permitted by applicable law.
(c) The minimum amount of monthly interest (for the Series 1998-9
Certificates, the "Excess Collateral Minimum Monthly Interest") distributable
------------------------------------------
with respect to the Excess Collateral on any Transfer Date shall be an amount
equal to one-twelfth of the product of (i) the Excess Collateral Minimum Rate
and (ii) the Excess Collateral Amount as of the close of business on the last
day of the preceding Monthly Period; provided, however, that with respect to the
-------- -------
first Transfer Date, Excess Collateral Minimum Monthly Interest shall be equal
to the product of (a) the Excess Collateral Minimum Rate, (b) a fraction the
numerator of which is 26 and the denominator of which is 360, and (c) the Excess
Collateral Initial Amount.
On the Determination Date preceding each Transfer Date, the Servicer
shall determine an amount (the "Excess Collateral Interest Shortfall") equal to
------------------------------------
the excess, if any, of (x) the aggregate Excess Collateral Minimum Monthly
Interest for the Interest Period applicable to the preceding Transfer Date
over (y) the amount which was paid to the Excess Collateral Holders in respect
- ----
of interest on such preceding Transfer Date pursuant to the terms hereof.
Section 4.07 Determination of Monthly Principal. (a) The amount of
----------------------------------
monthly principal (the "Class A Monthly Principal") distributable from the
-------------------------
Principal
36
<PAGE>
Account with respect to the Class A Certificates on each Transfer Date
beginning with the Transfer Date in the month following the month in which the
Accumulation Period or, if earlier, the Rapid Amortization Period begins shall
be equal to the least of (i) the Available Investor Principal Collections on
deposit in the Principal Account with respect to such Transfer Date, (ii) for
each Transfer Date with respect to the Accumulation Period prior to the Class A
Scheduled Payment Date, the Controlled Deposit Amount for such Transfer Date and
(iii) the Class A Adjusted Invested Amount on such Transfer Date prior to any
deposit into the Principal Funding Account to be made on such day.
(b) The amount of monthly principal (the "Class B Monthly Principal")
-------------------------
distributable from the Principal Account with respect to the Class B
Certificates on each Transfer Date, beginning with the Transfer Date first
preceding the Class B Principal Commencement Date, shall be an amount equal to
the least of (i) the Available Investor Principal Collections on deposit in the
Principal Account with respect to such Transfer Date (minus the portion of such
Available Investor Principal Collections applied to Class A Monthly Principal on
such Transfer Date), (ii) for each Transfer Date with respect to the
Accumulation Period prior to the Class B Scheduled Payment Date, the Controlled
Deposit Amount for such Transfer Date (minus the Class A Monthly Principal for
such Transfer Date) and (iii) the Class B Adjusted Invested Amount on such
Transfer Date (after taking into account any adjustments to be made on such
Transfer Date pursuant to Sections 4.12 and 4.14 of the Agreement on such
Transfer Date).
(c) The amount of monthly principal (the "Excess Collateral Monthly
-------------------------
Principal") distributable from the Principal Account with respect to the Excess
- ---------
Collateral on each Transfer Date, beginning with the Transfer Date first
preceding the Excess Collateral Principal Commencement Date, shall be an amount
equal to the least of (i) the Available Investor Principal Collections on
deposit in the Principal Account with respect to such Transfer Date (minus the
portion of such Available Investor Principal Collections applied to Class A
Monthly Principal and Class B Monthly Principal on such Transfer Date), (ii) for
each Transfer Date with respect to the Accumulation Period prior to the Excess
Collateral Scheduled Payment Date, the Controlled Deposit Amount for such
Transfer Date (minus the Class A Monthly Principal and the Class B Monthly
Principal for such Transfer Date) and (iii) the Excess
37
<PAGE>
Collateral Adjusted Amount on such Transfer Date (after taking into account any
adjustments to be made on such Transfer Date pursuant to Sections 4.12 and 4.14
of the Agreement on such Transfer Date).
Section 4.08 Coverage of Required Amount for the Investor
--------------------------------------------
Certificates. On each Determination Date, the Servicer shall determine the
- ------------
amount (the "Class A Required Amount"), if any, by which the sum of (i) Class A
-----------------------
Monthly Interest for the following Distribution Date, (ii) any Class A Monthly
Interest previously due but not paid to the Class A Certificateholders on a
prior Distribution Date, (iii) Class A Default Interest, if any, for such
Distribution Date and any Class A Default Interest previously due but not paid
to the Class A Certificateholders on a prior Distribution Date, (iv) if First
USA Bank, N.A. is no longer the Servicer, the Class A Monthly Servicing Fee for
the related Distribution Date and (v) the Class A Investor Default Amount, if
any, for such Distribution Date exceeds the Class A Available Funds for the
related Monthly Period.
On each Determination Date, the Servicer shall determine the amount
(the "Class B Required Amount"), if any, equal to the sum of (x) the amount, if
-----------------------
any, by which the sum of (i) Class B Monthly Interest for the following
Distribution Date, (ii) any Class B Monthly Interest previously due but not paid
to the Class B Certificateholders on a prior Distribution Date, (iii) Class B
Default Interest, if any, for such Distribution Date and any Class B Default
Interest previously due but not paid to the Class B Certificateholders on a
prior Distribution Date and (iv) if First USA Bank, N.A. is no longer the
Servicer, the Class B Monthly Servicing Fee for the related Distribution Date
exceeds the Class B Available Funds for the related Monthly Period and (y) the
amount, if any, by which the Class B Investor Default Amount, if any, for such
Distribution Date exceeds the amount of Excess Finance Charge Collections
available to make payments with respect thereto pursuant to subsection 4.13(d)
of the Agreement.
In the event that the sum of the Class A Required Amount and the
Class B Required Amount for such Distribution Date is greater than zero, the
Servicer shall give written notice to the Trustee of such positive Class A
Required Amount or Class B Required Amount on the related Determination Date.
In the event that the Class A Required Amount for such Distribution Date is
greater than
38
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zero all or a portion of the Excess Finance Charge Collections with respect to
the related Transfer Date in an amount equal to the Class A Required Amount for
such Distribution Date shall be distributed from the Finance Charge Account on
such Distribution Date pursuant to subsection 4.13(a) of the Agreement. In the
event that the Class A Required Amount for such Transfer Date exceeds the amount
of Excess Finance Charge Collections with respect to such Transfer Date, the
Collections of Principal Receivables allocable to the Excess Collateral and the
Collections of Principal Receivables allocable to the Class B Certificates with
respect to the prior Monthly Period shall be applied as specified in Section
4.14 of the Agreement. In the event that after the application of Excess Finance
Charge Collections there is a Class B Required Amount for such Transfer Date,
the Collections of Principal Receivables allocable to the Excess Collateral
(after application to the Class A Required Amount) shall be applied as specified
in Section 4.14 of the Agreement; provided, however, that the sum of any
-------- -------
payments pursuant to this paragraph shall not exceed the sum of the Class A
Required Amount and the Class B Required Amount.
Section 4.09 Monthly Payments. On each Transfer Date, the Trustee,
----------------
acting in accordance with written instructions from the Servicer substantially
in the form of Exhibit D hereto, shall make the withdrawals, deposits and
payments specified in subsections (a) through (h) of this Section 4.09.
(a) On the Transfer Date preceding each Distribution Date, an
amount equal to the Class A Available Funds deposited or deemed to have been
deposited into the Finance Charge Account for the related Monthly Period will be
distributed in the following priority:
(i) an amount equal to Class A Monthly Interest for such
Distribution Date, plus the amount of any Class A Monthly Interest
previously due but not paid to Class A Certificateholders on a prior
Distribution Date, plus the amount of any Class A Default Interest for such
Distribution Date, shall be deposited by the Servicer or the Trustee into
the Distribution Account;
(ii) if First USA Bank, N.A. is no longer the Servicer, an amount
equal to the Class A Monthly Servicing Fee for such Distribution Date shall
be distributed to the Servicer;
39
<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; and
(iv) the balance, if any, shall constitute Excess Finance
Charge Collections and shall be allocated and distributed as set forth in
Section 4.13 of the Agreement.
(b) On the Transfer Date preceding each Distribution Date, an amount
equal to the Class B Available Funds deposited or deemed to have been deposited
in the Finance Charge Account for the related Monthly Period will be distributed
in the following priority:
(i) an amount equal to the Class B Monthly Interest for such
Distribution Date, plus the amount of any Class B Monthly Interest
previously due but not paid to the Class B Certificateholders on a prior
Distribution Date, plus the amount of any Class B Default Interest for such
----
Distribution Date, shall be deposited by the Servicer or the Trustee into
the Distribution Account;
(ii) if First USA Bank, N.A. is no longer the Servicer, an
amount equal to the Class B Monthly Servicing Fee for such Distribution
Date shall be distributed to the Servicer; and
(iii) the balance, if any, shall constitute Excess Finance
Charge Collections and shall be allocated and distributed as set forth in
Section 4.13 of the Agreement.
(c) On the Transfer Date preceding each Distribution Date, an amount
equal to the Excess Collateral Available Funds deposited or deemed to have been
deposited
40
<PAGE>
in the Finance Charge Account for the related Monthly Period will be distributed
in the following priority:
(i) if First USA Bank, N.A. is no longer the Servicer, an
amount equal to the Excess Collateral Monthly Servicing Fee for such
Distribution Date shall be distributed to the Servicer; and
(ii) the balance, if any, shall constitute Excess Finance
Charge Collections and shall be allocated and distributed as set forth in
Section 4.13 of the Agreement.
(d) On each Transfer Date during the Revolving Period, the Trustee
shall distribute an amount equal to the Available Investor Principal Collections
deposited or deemed to have been deposited into the Principal Account for the
related Monthly Period in the following priority:
(i) an amount equal to the lesser of (A) the product of (1) a
fraction, the numerator of which is equal to the Available Investor
Principal Collections and the denominator of which is equal to the sum of
the Principal Collections available for sharing as specified in the related
Series Supplement for each Series and (2) the Principal Shortfall
applicable to such other Series and (B) remaining Available Investor
Principal Collections, shall be treated as Excess Principal Collections and
be deposited in the applicable principal accounts for such other Series
with Principal Shortfalls; and
(ii) an amount equal to the excess, if any, of (A) the
Available Investor Principal Collections for such Transfer Date over (B)
the applications specified in subsection 4.09(d)(i) above shall be paid to
the Holder of the Exchangeable Transferor Certificate; provided, however,
-------- -------
that the amount to be paid to the Holder of the Exchangeable Transferor
Certificate pursuant to this subsection 4.09(d)(ii) with respect to such
Transfer Date shall be paid to the Holder of the Exchangeable Transferor
Certificate only if the Transferor Interest on the related Date of
Processing is greater than the Minimum Transferor Interest (after giving
effect to the inclusion in the Trust of all Receivables created on or prior
to such Transfer Date and after giving effect to Collections of Principal
Receivables on such Transfer Date) and otherwise shall be considered as
Unallocated Princi-
41
<PAGE>
pal Collections and deposited into the Principal Account in accordance with
subsection 4.03(f) of the Agreement.
(e) On each Transfer Date, during the Accumulation Period or the
Rapid Amortization Period, the Trustee shall distribute an amount equal to the
Available Investor Principal Collections deposited or deemed to have been
deposited into the Principal Account for the related Monthly Period in the
following priority:
(i) an amount equal to the Class A Monthly Principal for such
Transfer Date plus, to the extent of any applicable Principal Shortfall for
----
the related Distribution Date, Excess Principal Collections from other
Series, to the extent available, shall be (A) during the Accumulation
Period, deposited into the Principal Funding Account, and (B) during the
Rapid Amortization Period, deposited into the Distribution Account;
(ii) after giving effect to the distribution referred to in
clause (i) above, an amount equal to the Class B Monthly Principal plus, to
----
the extent of any applicable Principal Shortfall for the related
Distribution Date, Excess Principal Collections from other Series, to the
extent available, shall be (A) during the Accumulation Period, deposited
into the Principal Funding Account, and (B) during the Rapid Amortization
Period, deposited into the Distribution Account;
(iii) after giving effect to the distributions referred to in
clauses (i) and (ii) above, an amount equal to the Excess Collateral
Monthly Principal plus, to the extent of any applicable Principal Shortfall
for the related Distribution Date, Excess Principal Collections from other
Series, to the extent available, shall be (A) during the Accumulation
Period, deposited into the Principal Funding Account, and (B) during the
Rapid Amortization Period, paid to the Excess Collateral Holders;
(iv) an amount equal to the lesser of (A) the product of (1) a
fraction, the numerator of which is equal to the Available Investor
Principal Collections remaining after the application specified in
subsections 4.09(e)(i), (ii) and (iii) above and the denominator of which
is equal to the sum of the
42
<PAGE>
Available Investor Principal Collections available for sharing as specified
in the related Series Supplement for each other Series and (2) the
Principal Shortfalls for all Series and (B) the Available Investor
Principal Collections, shall remain in the Principal Account to be treated
as Excess Principal Collections and applied to Series other than this
Series 1998-9; and
(v) an amount equal to the excess, if any, of (A) the
Available Investor Principal Collections over (B) the applications
specified in subsection 4.09(e)(i) through (iv) above shall be paid to the
Holder of the Exchangeable Transferor Certificate; provided, however, that
-------- -------
the amount to be paid to the Holder of the Exchangeable Transferor
Certificate pursuant to this subsection 4.09(e)(v) with respect to such
Transfer Date shall be paid to the Holder of the Exchangeable Transferor
Certificate only if the Transferor Interest on the related Date of
Processing is greater than the Minimum Transferor Interest (after giving
effect to the inclusion in the Trust of all Receivables created on or prior
to such Transfer Date and the application of payments referred to in
subsection 4.03(b) of the Agreement) and otherwise shall be considered as
Unallocated Principal Collections and deposited into the Principal Account
in accordance with subsection 4.03(f) of the Agreement; provided, further,
-------- -------
that in no event shall the amount payable to the Holder of the Exchangeable
Transferor Certificate pursuant to this subsection 4.09(e)(v) be greater
than the Transferor Interest on such Transfer Date.
(f) On the earlier to occur of the first Transfer Date with respect
to the Rapid Amortization Period or the Transfer Date immediately preceding the
Class A Scheduled Payment Date, the Trustee shall withdraw from the Principal
Funding Account and (i) deposit in the Distribution Account the amount deposited
in the Principal Funding Account pursuant to subsections 4.09(e)(i) and
4.09(e)(ii) of the Agreement and (ii) pay to the Excess Collateral Holders, in
accordance with subsection 5.01(c) of the Agreement, an amount equal to the
lesser of the amount deposited in the Principal Funding Account pursuant to
subsection 4.09(e)(iii) of the Agreement and the Excess Collateral Amount.
(g) [Reserved]
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<PAGE>
(h) On the earlier to occur of the first Distribution Date with
respect to the Rapid Amortization Period or the Class A Scheduled Payment Date
and on each Distribution Date thereafter, the Trustee shall pay in accordance
with Section 5.01 of the Agreement from the Distribution Account the amount so
deposited into the Distribution Account pursuant to subsection 4.09(f)(i) of the
Agreement on the related Transfer Date in the following priority:
(i) an amount equal to the lesser of such amount on deposit in
the Distribution Account and the Class A Invested Amount shall be paid to
the Class A Certificateholders; and
(ii) on the Class B Principal Commencement Date and on each
Distribution Date thereafter, after giving effect to the distributions
referred to in clause (i) above, an amount equal to the lesser of such
amount on deposit in the Distribution Account and the Class B Invested
Amount shall be paid to the Class B Certificateholders.
(i) The Accumulation Period is scheduled to commence at the close of
business on December 31, 2002; provided, however, that, if the Accumulation
-------- -------
Period Length (determined as described below) is less than 12 months, the date
on which the Accumulation Period actually commences may, at the option of the
Servicer, upon written notice to the Trustee, be delayed to the first Business
Day of the month that is the number of months prior to the Class A Scheduled
Payment Date at least equal to the Accumulation Period Length and, as a result,
the number of Monthly Periods in the Accumulation Period will at least equal the
Accumulation Period Length. On each Determination Date until the Accumulation
Period begins, the Servicer will determine the "Accumulation Period Length"
--------------------------
which will equal the number of months such that the sum of the Accumulation
Period Factors for each month during such period will be equal to or greater
than the Required Accumulation Factor Number; provided, however, that the
Accumulation Period Length will not be less than one month.
Section 4.10 Payment of Class A Certificate and Class B Certificate
------------------------------------------------------
Interest. On each Distribution Date, the Paying Agent shall pay in accordance
- --------
with Section 5.01 of the Agreement to the Class A Certificateholders from the
Distribution Account the amount deposited into the
44
<PAGE>
Distribution Account pursuant to subsections 4.09(a)(i), 4.13(a), 4.14(a)(i)(x)
and 4.14(b)(i) of the Agreement on the related Transfer Date or such
Distribution Date, as applicable and to the Class B Certificateholders from the
Distribution Account the amount deposited into the Distribution Account pursuant
to subsections 4.09(b)(i), 4.13(c) and 4.14(a)(i)(y) of the Agreement on the
related Transfer Date.
Section 4.11 [Reserved]
Section 4.12 Investor Charge-Offs.
--------------------
(a) On each Distribution Date, the Servicer shall calculate the Class
A Investor Default Amount. If on any Distribution Date, the Class A Investor
Default Amount for such Distribution Date exceeds the sum of the amount
allocated with respect thereto pursuant to subsection 4.09(a)(iii), subsection
4.13(a) and Section 4.14 of the Agreement with respect to the Monthly Period
immediately preceding such Distribution Date, the Excess Collateral Amount
will be reduced by the amount of such excess, but not more than the Excess
Collateral Amount for such Distribution Date. In the event that, but for the
limitation on the amount of such reduction in the preceding sentence, such
reduction would cause the Excess Collateral Amount to be a negative number, the
Excess Collateral Amount will be reduced to zero, and the Class B Invested
Amount will be reduced by the amount by which the Excess Collateral Amount would
have been reduced below zero. In the event that such reduction would cause the
Class B Invested Amount to be a negative number, the Class B Invested Amount
will be reduced to zero, and the Class A Invested Amount will be reduced by the
amount by which the Class B Invested Amount would have been reduced below zero,
but not more than the Class A Investor Default Amount for such Distribution Date
(a "Class A Investor Charge-Off"). If the Class A Invested Amount has been
---------------------------
reduced by the amount of any Class A Investor Charge-Offs, it will be reimbursed
on any Distribution Date (but not by an amount in excess of the aggregate Class
A Investor Charge-Offs) by the amount of Excess Finance Charge Collections
allocated and available for such purpose pursuant to subsection 4.13(b) of the
Agreement.
(b) On each Distribution Date, the Servicer shall calculate the Class
B Investor Default Amount. If on any Distribution Date, the Class B Investor
Default Amount for such Distribution Date exceeds the amount of
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<PAGE>
Excess Finance Charge Collections and Reallocated Principal Collections which
are allocated and available to fund such amount pursuant to subsection 4.13(d)
and Section 4.14 of the Agreement, the Excess Collateral Amount (after giving
effect to any adjustments with respect thereto as described in the preceding
paragraph) will be reduced by the amount of such excess but not more than the
Excess Collateral Amount for such Distribution Date. In the event that, but for
the limitation on the amount of such reduction in the preceding sentence, such
reduction would cause the Excess Collateral Amount to be a negative number, the
Excess Collateral Amount shall be reduced to zero and the Class B Invested
Amount shall be reduced by the amount by which the Excess Collateral Amount
would have been reduced below zero, but not more than the Class B Investor
Default Amount for such Distribution Date (a "Class B Investor Charge-Off"). The
---------------------------
Class B Invested Amount will also be reduced by the amount of Reallocated Class
B Principal Collections in excess of the Excess Collateral Amount pursuant to
Section 4.14 of the Agreement and the amount of any portion of the Class B
Invested Amount allocated to the Class A Certificates to avoid a reduction in
the Class A Invested Amount pursuant to subsection 4.12(a) of the Agreement. The
Class B Invested Amount will thereafter be reimbursed (but not by an amount in
excess of the unpaid principal balance of the Class B Certificates) on any
Distribution Date by the amount of Excess Finance Charge Collections allocated
and available for that purpose as described under subsection 4.13(e) of the
Agreement.
(c) On each Distribution Date, the Servicer shall calculate the
Excess Collateral Default Amount. If on any Distribution Date, the Excess
Collateral Default Amount for such Distribution Date exceeds the sum of the
amount of Excess Finance Charge Collections which are allocated and available to
fund such amount pursuant to subsection 4.13(h) of the Agreement, the Excess
Collateral Amount (after giving effect to any adjustments with respect thereto
as described in the preceding paragraphs) will be reduced by the amount of such
excess but not more than the Excess Collateral Amount for such Distribution Date
(an "Excess Collateral Charge-Off"). The Excess Collateral Amount will also be
----------------------------
reduced by the amount of Reallocated Principal Collections pursuant to Section
4.14 of the Agreement and the amount of any portion of the Excess Collateral
Amount allocated to the Class A Certificates or the Class B Certificates to
avoid a reduction in the Class A Invested Amount, pursuant to subsection
46
<PAGE>
4.12(a) of the Agreement, or the Class B Invested Amount, pursuant to subsection
4.12(b) of the Agreement, respectively. The Excess Collateral Amount will
thereafter be reimbursed (but not by an amount in excess of the unpaid principal
balance of the Excess Collateral Amount) on any Distribution Date by the amount
of Excess Finance Charge Collections allocated and available for that purpose as
described under subsection 4.13(i) of the Agreement.
Section 4.13 Excess Finance Charge Collections for the Series 1998-9
-------------------------------------------------------
Certificates. On each Transfer Date, the Servicer will apply or cause the
- ------------
Trustee to apply Excess Finance Charge Collections with respect to the related
Monthly Period, to make the following distributions in the following priority:
(a) an amount equal to the Class A Required Amount, if any, with
respect to the related Monthly Period will be used to fund the Class A Required
Amount and be applied in accordance with subsection 4.09(a) of the Agreement;
(b) an amount equal to the aggregate amount of Class A Investor
Charge-Offs, which have not been previously reimbursed (after giving effect to
the allocation with respect to the related Distribution Date of certain other
amounts applied for that purpose) will be distributed to the Holder of the
Exchangeable Transferor Certificate on Transfer Dates with respect to the
Revolving Period, but not exceeding the Transferor Interest in Principal
Receivables on such day (after giving effect to any new Principal Receivables
transferred to the Trust on such day) and on Transfer Dates with respect to the
Amortization Period, will be deposited in the Principal Account and treated
as a portion of Available Investor Principal Collections for the related
Distribution Date;
(c) an amount equal to the amount of interest which has accrued with
respect to the Class B Outstanding Principal Balance at the applicable Class B
Certificate Rate but has not been deposited in the Distribution Account for the
benefit of the Class B Certificateholders either on such Transfer Date or on a
prior Transfer Date and any other amounts due and owing on the related
Distribution Date pursuant to subsection 4.09(b)(i) of the Agreement will be
deposited into the Distribution Account for payment to the Class B
Certificateholders;
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<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 will be deposited in the Principal Account and treated
as a portion of Available Investor Principal Collections for the related
Distribution Date;
(e) an amount equal to the aggregate amount by which the Class B
Invested Amount has been reduced below the initial Class B Invested Amount for
reasons other than the payment of principal to the Class B Certificateholders
(but not in excess of the aggregate amount of such reductions which have not
been previously reimbursed) will be distributed to the holder of the
Exchangeable Transferor Certificate on Transfer Dates with respect to the
Revolving Period, but not in an amount exceeding the Transferor Interest in
Principal Receivables on such day (after giving effect to any new Principal
Receivables transferred to the Trust on such day) and on Transfer Dates with
respect to the Amortization Period will be deposited in the Principal Account
and treated as a portion of Available Investor Principal Collections for the
related Distribution Date;
(f) an amount equal to the Excess Collateral Minimum Monthly Interest
for such Transfer Date, plus the amount of any Excess Collateral Minimum Monthly
Interest previously due but not paid to the Excess Collateral Holders on a prior
Transfer Date will be paid to the Excess Collateral Holders in accordance with
subsection 5.01(c) of the Agreement;
(g) an amount equal to the Unpaid Investor Monthly Servicing Fee will
be paid to the Servicer;
(h) an amount equal to the aggregate Excess Collateral Default
Amount, if any, for the related Distribution Date will be distributed to the
holder of the Exchangeable Transferor Certificate on Transfer Dates with 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
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<PAGE>
Dates with respect to the Amortization Period will be deposited in the Principal
Account and treated as a portion of Available Investor Principal Collections for
the related Distribution Date;
(i) an amount equal to the aggregate amount by which the Excess
Collateral Amount has been reduced below the Excess Collateral Initial Amount
for reasons other than the payment of principal to the Excess Collateral Holders
(but not in excess of the aggregate amount of such reductions which have not
been previously reimbursed) will be distributed to the holder of the
Exchangeable Transferor Certificate on Transfer Dates with respect to the
Revolving Period, but not in an amount exceeding the Transferor Interest in
Principal Receivables on such day (after giving effect to any new Principal
Receivables transferred to the Trust on such day) and on Transfer Dates with
respect to the Amortization Period will be deposited in the Principal Account
and treated as a portion of Available Investor Principal Collections for the
related Distribution Date;
(j) on each Transfer Date from and after the Reserve Account Funding
Date, but prior to the date on which the Reserve Account terminates as described
in subsection 4.17(f) of the Agreement, an amount up to the excess, if any, of
the Required Reserve Account Amount over the Available Reserve Account Amount
shall be deposited into the Reserve Account; and
(k) the balance, if any, after giving effect to the payments made
pursuant to subparagraphs (a) through (j) above shall be paid to the Excess
Collateral Holders in accordance with subsection 5.01(c) of the Agreement.
Section 4.14 Reallocated Principal Collections for the Series 1998-9
-------------------------------------------------------
Certificates.
- ------------
(a) On each Distribution Date, the Servicer will apply or cause the
Trustee to apply an amount, not to exceed the Excess Collateral Amount, equal to
the product of (a)(i) during the Revolving Period, the Excess Collateral
Floating Allocation Percentage or (ii) during an Amortization Period, the Excess
Collateral Fixed/Floating Allocation Percentage and (b) the amount of
Collections of Principal Receivables with respect to the related Monthly Period
in the following priority (such collections applied in accordance with clause
(i) below are called "Reallocated Excess Collateral Principal Collections"):
---------------------------------------------------
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(i) an amount equal to the sum of (x) the excess, if any, of
the Class A Required Amount with respect to such related Monthly Period
over the amount of Excess Finance Charge Collections with respect to such
related Monthly Period and (y) the Class B Required Amount with respect to
the related Monthly Period which amount shall be applied in priority first
pursuant to subsections 4.09(a)(i) through (iii) of the Agreement and then
pursuant to subsections 4.09(b)(i) and (ii) and 4.13(c) and (d) of the
Agreement; and
(ii) any such collections not applied in the foregoing manner
(and therefore not constituting Reallocated Excess Collateral Principal
Collections) will, on Distribution Dates with respect to the Revolving
Period, be applied as Available Investor Principal Collections.
(b) On each Distribution Date, the Servicer will apply or cause the
Trustee to apply an amount, not to exceed the Class B Invested Amount, equal to
the product of (a)(i) during the Revolving Period, the Class B Floating
Allocation Percentage or (ii) during an Amortization Period, the Class B
Fixed/Floating Allocation Percentage and (b) the amount of Collections of
Principal Receivables with respect to the related Monthly Period in the
following priority (such collections applied in accordance with clause (i) below
are called "Reallocated Class B Principal Collections"):
-----------------------------------------
(i) an amount equal to the excess, if any, of the Class A
Required Amount with respect to such related Monthly Period over the sum of
(x) the amount of Excess Finance Charge Collections with respect to such
related Monthly Period and (y) the amount of Reallocated Excess Collateral
Principal Collections applied with respect thereto for the related Monthly
Period shall be applied in priority pursuant to subsection 4.09(a)(i)
through (iii) of the Agreement; and
(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.
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<PAGE>
On each Distribution Date the Excess Collateral Amount shall be
reduced by the amount of Reallocated Excess Collateral Principal Collections and
by the amount of Reallocated Class B Principal Collections for such Distribution
Date. In the event that such reduction would cause the Excess Collateral Amount
to be a negative number, the Excess Collateral Amount shall be reduced to zero
and the Class B Invested Amount shall be reduced by the amount by which the
Excess Collateral Amount would have been reduced below zero. In the event that
the reallocation of Principal Collections would cause the Class B Invested
Amount to be a negative number on any Distribution Date, Principal Collections
shall be reallocated on such Distribution Date in an aggregate amount not to
exceed the amount which would cause the Class B Invested Amount to be reduced to
zero.
Section 4.15 [RESERVED]
Section 4.16 Principal Funding Account.
-------------------------
(a) The Servicer shall establish and maintain with a Qualified
Institution, which may be the Trustee, in the name of the Trustee, on behalf of
the Trust, for the benefit of the Investor Certificateholders, a segregated
trust account with the corporate trust department of such Qualified Institution
(the "Principal Funding Account"), bearing a designation clearly indicating that
-------------------------
the funds deposited therein are held for the benefit of the Investor
Certificateholders. The Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Principal Funding Account and in
all proceeds thereof. The Principal Funding Account shall be under the sole
dominion and control of the Trustee for the benefit of the Investor
Certificateholders. If any time the institution holding the Principal Funding
Account ceases to be a Qualified Institution the Transferor shall notify the
Trustee, and the Trustee upon being notified (or the Servicer on its behalf)
shall, within ten (10) Business Days, establish a new Principal Funding Account
meeting the conditions specified above with a Qualified Institution, and shall
transfer any cash or any investments to such new Principal Funding Account. The
Trustee, at the written direction of the Servicer, shall (i) make withdrawals
from the Principal Funding Account from time to time, in the amounts and for the
purposes set forth in this Supplement, and (ii) on each Transfer Date (from and
after the commencement of the Accumulation Period) prior to termination of the
Principal Funding Account make a
51
<PAGE>
deposit into the Principal Funding Account in the amount specified in, and
otherwise in accordance with, subsection 4.09(e) of the Agreement.
(b) Funds on deposit in the Principal Funding Account shall be
invested at the written direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Principal Funding Account on any Transfer
Date, after giving effect to any withdrawals from the Principal Funding Account
on such Transfer Date, shall be invested in such investments that will mature so
that such funds will be available for withdrawal on or prior to the following
Transfer Date. The Trustee shall maintain for the benefit of the Investor
Certificateholders possession of the negotiable instruments or securities, if
any, evidencing such Permitted Investments. No Permitted Investment shall be
disposed of prior to its maturity.
On the Transfer Date occurring in the month following the commencement
of the Accumulation Period and on each Transfer Date thereafter with respect to
the Accumulation Period, the Trustee, acting at the Servicer's written direction
given on such Transfer Date, shall (x) transfer from the Principal Funding
Account to the Finance Charge Account the Principal Funding Investment Proceeds
on deposit in the Principal Funding Account, but not in excess of the Covered
Amount, for application as Class A Available Funds, Class B Available Funds and
Excess Collateral Available Funds pursuant to subsections 4.09(a), 4.09(b) and
4.09(c), respectively, of the Agreement and (y) pay any excess Principal Funding
Investment Proceeds to the Excess Collateral Holders. An amount equal to any
Principal Funding Investment Shortfall will be deposited in the Finance Charge
Account on each Transfer Date from the Reserve Account to the extent funds are
available pursuant to subsections 4.17(d), 4.17(e) and 4.17(f) of the Agreement.
Principal Funding Investment Proceeds (including reinvested interest) shall not
be considered part of the amounts on deposit in the Principal Funding Account
for purposes of this Series Supplement.
Section 4.17 Reserve Account.
---------------
(a) The Servicer shall establish and maintain with a Qualified
Institution, which may be the Trustee, in the name of the Trustee, on behalf of
the Trust, for the benefit of the Investor Certificateholders, a segregated
trust account with the corporate trust department of such Qualified Institution
(the "Reserve Account"), bearing a
---------------
52
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designation clearly indicating that the funds deposited therein are held for the
benefit of the Investor Certificateholders. The Trustee shall possess all right,
title and interest in all funds on deposit from time to time in the Reserve
Account and in all proceeds thereof. The Reserve Account shall be under the sole
dominion and control of the Trustee for the benefit of the Investor
Certificateholders. If at any time the institution holding the Reserve Account
ceases to be a Qualified Institution the Transferor shall notify the Trustee,
and the Trustee upon being notified (or the Servicer on its behalf) shall,
within 10 Business Days, establish a new Reserve Account meeting the conditions
specified above with a Qualified Institution, and shall transfer any cash or any
investments to such new Reserve Account. The Trustee, at the written direction
of the Servicer, shall (i) make withdrawals from the Reserve Account from time
to time in an amount up to the Available Reserve Account Amount at such time,
for the purposes set forth in this Supplement, and (ii) on each Transfer Date
(from and after the Reserve Account Funding Date) prior to termination of the
Reserve Account make a deposit into the Reserve Account in the amount specified
in, and otherwise in accordance with, subsection 4.13(j) of the Agreement.
(b) Funds on deposit in the Reserve Account shall be invested at the
written direction of the Servicer by the Trustee in Permitted Investments.
Funds on deposit in the Reserve Account on any Transfer Date, after giving
effect to any withdrawals from the Reserve Account on such Transfer Date, shall
be invested in such investments that will mature so that such funds will be
available for withdrawal on or prior to the following Transfer Date. The Trustee
shall maintain for the benefit of the Investor Certificateholders possession of
the negotiable instruments or securities, if any, evidencing such Permitted
Investments. No Permitted Investment shall be disposed of prior to its
maturity. On each Transfer Date, all interest and earnings (net of losses and
investment expenses) accrued since the preceding Transfer Date on funds on
deposit in the Reserve Account shall be retained in the Reserve Account (to the
extent that the Available Reserve Account Amount is less than the Required
Reserve Account Amount) and the balance, if any, shall be deposited into the
Finance Charge Account for application as Collections of Finance Charge
Receivables allocable to the Investor Certificates on such Transfer Date. For
purposes of determining the availability of funds or the balance in the Reserve
Account for any reason under this Supplement,
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except as otherwise provided in the preceding sentence, investment earnings on
such funds shall be deemed not to be available or on deposit.
(c) On each Transfer Date with respect to the Accumulation Period
prior to the payment in full of the Invested Amount and the first Transfer Date
with respect to the Rapid Amortization Period, the Servicer shall calculate the
"Reserve Draw Amount" which shall be equal to the Principal Funding Investment
-------------------
Shortfall with respect to each Transfer Date with respect to the Accumulation
Period or the first Transfer Date with respect to the Rapid Amortization Period;
provided, however, that such amount will be reduced to the extent that funds
- -------- -------
otherwise would be available for deposit in the Reserve Account under subsection
4.13(j) of the Agreement with respect to such Transfer Date.
(d) In the event that for any Transfer Date the Reserve Draw Amount
is greater than zero, the Reserve Draw Amount, up to the Available Reserve
Account Amount, shall be withdrawn from the Reserve Account on such Transfer
Date by the Trustee (acting in accordance with the written instructions of the
Servicer), deposited into the Finance Charge Account for application in
accordance with Section 4.09 of the Agreement.
(e) In the event that the Reserve Account Surplus on any Transfer
Date, after giving effect to all deposits to and withdrawals from the Reserve
Account with respect to such Transfer Date, is greater than zero, the Trustee,
acting in accordance with the written instructions of the Servicer, shall
withdraw from the Reserve Account and deposit in the Finance Charge Account an
amount equal to such Reserve Account Surplus for application in accordance
with Section 4.09 of the Agreement.
(f) Upon the earliest to occur of (i) the termination of the Trust
pursuant to Article XII of the Agreement, (ii) the day on which the Invested
Amount is paid in full to the Series 1998-9 Certificateholders, (iii) if the
Accumulation Period has not commenced, the occurrence of a Pay Out Event with
respect to Series 1998-9 and (iv) if the Accumulation Period has commenced, the
earlier of the first Transfer Date with respect to the Rapid Amortization Period
and the Class A Scheduled Payment Date, the Trustee, acting in accordance with
the written instructions of the Servicer, after the prior payment of all amounts
owing to the Series 1998-9
54
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Certificateholders that are payable from the Reserve Account as provided herein,
shall withdraw from the Reserve Account and deposit in the Finance Charge
Account all amounts, if any, on deposit in the Reserve Account for application
in accordance with Section 4.09 of the Agreement, and the Reserve Account shall
be deemed to have terminated for purposes of this Supplement.
SECTION 7. Article V of the Agreement. Article V of the Agreement
--------------------------
shall read in its entirety as follows and shall be applicable only to the Series
1998-9 Certificates:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
Section 5.01 Distributions.
-------------
(a) On each Distribution Date, the Paying Agent shall distribute (in
accordance with the certificate delivered by the Servicer to the Trustee
pursuant to subsection 3.04(b) of the Agreement) to each Class A
Certificateholder of record on the preceding Record Date (other than as provided
in subsection 2.04(e) or in Section 12.03 of the Agreement respecting a final
distribution) such Certificateholder's pro rata share (based on the aggregate
--- ----
Undivided Interests represented by Class A Certificates held by such
Certificateholder) of amounts on deposit in the Distribution Account as are
payable to the Class A Certificateholders pursuant to subsection 4.09(h) and
Section 4.10 of the Agreement by check mailed to each Class A Certificateholder
at such Certificateholder's address as it appears on the Certificate Register
or, in the case of Class A Certificateholders holding Class A Certificates
evidencing Undivided Interests aggregating not less than 80% of the Invested
Amount, by wire transfer, at the expense of such Class A Certificateholder, to
an account or accounts 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.
55
<PAGE>
(b) On each Distribution Date, the Paying Agent shall distribute (in
accordance with the certificate delivered by the Servicer to the Trustee
pursuant to subsection 3.04(b) of the Agreement) to each Class B
Certificateholder of record on the preceding Record Date (other than as provided
in subsection 2.04(e) or in Section 12.03 of the Agreement respecting a final
distribution) such Certificateholder's pro rata share (based on the aggregate
--- ----
Undivided Interests represented by Class B Certificates held by such
Certificateholder) of amounts on deposit in the Distribution Account as are
payable to the Class B Certificateholders pursuant to subsection 4.09(h) and
Section 4.10 of the Agreement by check mailed to each Class B Certificateholder
at such Certificateholder's address as it appears on the Certificate Register
or, in the case of Class B Certificateholders holding Class B Certificates
evidencing Undivided Interests aggregating not less than 80% of the Class B
Invested Amount, by wire transfer, at the expense of such Class B
Certificateholder, to an account or accounts designated by such Class B
Certificateholder by written notice given to the Paying Agent not less than five
days prior to the related Distribution Date; provided, however, that the final
-------- -------
payment in retirement of the Class B Certificates will be made only upon
presentation and surrender of the Class B Certificates at the office or offices
specified in the notice of such final distribution delivered by the Trustee
pursuant to Section 12.03 of the Agreement.
(c) On each Transfer Date, the Trustee shall distribute (in
accordance with the certificate delivered by the Servicer to the Trustee
pursuant to subsection 3.04(b) of the Agreement) to the Excess Collateral
Holders the amounts payable to the Excess Collateral Holder pursuant to
subsection 4.09(e)(iii), subsection 4.09(f)(ii), subsection 4.13(f), subsection
4.13(k) and subsection 4.16(b) of the Agreement by wire transfer, at the expense
of such Excess Collateral Holders, to an account or accounts designated by such
Excess Collateral Holders by written notice given to the Trustee not less than
five days prior to the related Transfer Date.
Section 5.02 Monthly Certificateholders' Statement.
-------------------------------------
(a) On each Distribution Date, the Paying Agent shall forward to each
Certificateholder and each Rating Agency a statement substantially in the form
of Exhibit E prepared by the Servicer and delivered to the Trustee and
56
<PAGE>
the Paying Agent on the preceding Determination Date setting forth the following
information (which, in the case of (i), (ii) and (iii) below, shall be stated on
the basis of an original principal amount of $1,000 per Certificate):
(i) the total amount distributed;
(ii) the amount of such distribution allocable to Certificate
Interest;
(iii) the amount of such distribution allocable to Certificate
Principal;
(iv) the amount of Collections of Principal Receivables
processed during the related Monthly Period and allocated in respect of the
Class A Certificates, the Class B Certificates and the Excess Collateral
Amount, respectively;
(v) the amount of Collections of Finance Charge Receivables
processed during the related Monthly Period and allocated in respect of the
Class A Certificates, the Class B Certificates and the Excess Collateral
Amount, respectively, and the amount of Principal Funding Investment
Proceeds and investment earnings on amounts on deposit in the Reserve
Account;
(vi) the aggregate amount of Principal Receivables, the
Invested Amount, the Class A Invested Amount, the Class B Invested Amount,
the Excess Collateral Amount, the Floating Allocation Percentage and,
during the Amortization Period, the Fixed/Floating Allocation Percentage
with respect to the Principal Receivables in the Trust as of the end of the
day on the Record Date;
(vii) the aggregate outstanding balance of Accounts which are
35, 65, 95, 125 and 155 or more days Contractually Delinquent as of the end
of the day on the Record Date;
(viii) the aggregate Investor Default Amount, the Class A
Investor Default Amount, the Class B Investor Default Amount and the Excess
Collateral Default Amount for the related Monthly Period;
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<PAGE>
(ix) the aggregate amount of Class A Investor Charge-Offs and
the amount by which the Class B Invested Amount and the Excess Collateral
Amount have been reduced with respect to the related Monthly Period;
(x) the aggregate amount of Class A Investor Charge-Offs
reimbursed and the amount by which reductions of the Class B Invested
Amount and the Excess Collateral Amount have been reimbursed on the
Transfer Date immediately preceding such Distribution Date;
(xi) the amount of the Class A Monthly Servicing Fee, the Class
B Monthly Servicing Fee and the Excess Collateral Monthly Servicing Fee for
the related Monthly Period;
(xii) the amount of Reallocated Excess Collateral Principal
Collections and Reallocated Class B Principal Collections with respect to
such Distribution Date;
(xiii) the Excess Collateral Amount as of the close of business
on such Distribution Date;
(xiv) the Portfolio Yield for the related Monthly Period;
(xv) the Base Rate for the related Monthly Period;
(xvi) the Principal Funding Account Balance on the related
Transfer Date;
(xvii) the Accumulation Shortfall;
(xviii) the Accumulation Period Commencement Date and the
Accumulation Period Length; and
(xix) the Principal Funding Investment Shortfall, the Required
Reserve Account Amount, the Reserve Account Balance and the Reserve Draw
Amount for such Monthly Period.
(b) Annual Certificateholders' Tax Statement. On or before January 31
----------------------------------------
of each calendar year, beginning with calendar year 2000, the Trustee shall
distribute to each Person who at any time during the preceding calendar
58
<PAGE>
year was a Class A Certificateholder or a Class B Certificateholder, a statement
prepared by the Servicer containing the information required to be contained in
the regular monthly report to Series 1998-9 Certificateholders, as set forth in
subclauses (i), (ii) and (iii) above, aggregated for such calendar year or the
applicable portion thereof during which such Person was a Series 1998-9
Certificateholder, together with such other customary information (consistent
with the treatment of the Class A Certificates and Class B Certificates as debt)
as the Trustee or the Servicer deems necessary or desirable to enable the Class
A Certificateholders and the Class B Certificateholders to prepare their tax
returns. Such obligations of the Trustee shall be deemed to have been satisfied
to the extent that substantially comparable information shall be provided by the
Trustee pursuant to any requirements of the Code as from time to time in effect.
SECTION 8. Series 1998-9 Pay Out Events. If any one of the following
----------------------------
events shall occur with respect to the Series 1998-9 Certificates:
(a) failure on the part of the Transferor (i) to make any payment or
deposit required by the terms of (A) the Agreement or (B) this Series
Supplement, on or before the date occurring five days after the date such
payment or deposit is required to be made herein or (ii) duly to observe or
perform in any material respect any covenants or agreements of the Transferor
set forth in the Agreement or this Series Supplement, which failure has a
material adverse effect on the Series 1998-9 Certificateholders and which
continues unremedied for a period of 60 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been
given to the Transferor by the Trustee, or to the Transferor and the Trustee
by the Holders of Series 1998-9 Certificates evidencing Undivided Interests
aggregating not less than 50% of the Invested Amount of this Series 1998-9, and
continues to affect materially and adversely the interests of the Series 1998-9
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
59
<PAGE>
or when delivered, which continues to be incorrect in any material respect for a
period of 60 days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Transferor by
the Trustee, or to the Transferor and the Trustee by the Holders of the Series
1998-9 Certificates evidencing Undivided Interests aggregating more than 50% of
the Invested Amount of this Series 1998-9 and (ii) as a result of which the
interests of the Series 1998-9 Certificateholders are materially and adversely
affected and continue to be materially and adversely affected for such period;
provided, however, that a Series 1998-9 Pay Out Event pursuant to this
- -------- -------
subsection 9(b) shall not be deemed to have occurred hereunder if the Transferor
has accepted reassignment of the related Receivable, or all of such Receivables,
if applicable, during such period in accordance with the provisions of the
Agreement;
(c) the average Portfolio Yield for any three consecutive Monthly
Periods is less than the average Base Rate for such three consecutive Monthly
Periods;
(d) the Transferor shall fail to convey Receivables arising under
Additional Accounts to the Trust, as required by subsection 2.06(a) of the
Agreement; or
(e) any Servicer Default shall occur which would have a material
adverse effect on the Series 1998-9 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 Holders of Series 1998-9 Certificates evidencing Undivided Interests
aggregating more than 50% of the Invested Amount of this Series 1998-9 by notice
then given in writing to the Transferor and the Servicer (and to the Trustee if
given by the Certificateholders) may declare that a pay out event (a "Series
------
1998-9 Pay Out Event") has occurred as of the date of such notice, and in the
- --------------------
case of any event described in subparagraphs (c) or (d), a Series 1998-9 Pay Out
Event shall occur without any notice or other action on the part of the Trustee
or the Series 1998-9 Certificateholders immediately upon the occurrence of such
event.
For purposes of Series 1998-9, the fifth sentence of subsection
9.02(a) of the Agreement shall be amended to read in its entirety as follows:
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<PAGE>
"If, however, with respect to the portion of the Receivables allocable to
any outstanding Series, the holders of more than 50% of the principal
amount of the Class A Certificates and the Class B Certificates and in the
case of the Excess Collateral Amount, holders of more than 50% of the
principal amount of the Excess Collateral Amount as well as more than 50%
of holders of interests in the right to receive interest payments in
respect of the Excess Collateral Amount, instruct the Trustee not to sell
the portion of the Receivables allocable to such Series, the Trust shall
continue with respect to such Series pursuant to the terms of the Agreement
and the Supplement."
SECTION 9. Series 1998-9 Termination. The right of the Series 1998-9
-------------------------
Certificateholders to receive payments from the Trust will terminate on the
first Business Day following the Series 1998-9 Termination Date.
SECTION 10. Periodic Finance Charges and Other Fees. The Transferor
---------------------------------------
hereby agrees that, except as otherwise required by any Requirement of Law, or
as is deemed by the Transferor to be necessary in order for the Transferor to
maintain its credit card business, based upon a good faith assessment by the
Transferor, in its sole discretion, of the nature of the competition in the
credit card business, it shall not at any time reduce the Periodic Finance
Charges assessed on any Receivable or other fees on any Account if, as a result
of such reduction, the Transferor's reasonable expectation of the Portfolio
Yield as of such date would be less than the Base Rate.
SECTION 11. Transfers of Excess Collateral. (a) No portion of the
------------------------------
Excess Collateral or any interest therein may be sold (including in the initial
offering), conveyed, assigned, hypothecated, pledged, participated, or otherwise
transferred (each, a "Transfer") except in accordance with this Section 11. No
--------
portion of the Excess Collateral or any interest therein may be Transferred to
any Person (other than Bankers Trust (Delaware), not in its individual capacity
but solely in its capacity as owner trustee of the First USA Secured Note Trust
1998-9 and The Bank of New York, not in its individual capacity but solely in
its capacity as indenture trustee for the First USA Secured Note Trust 1998-9)
(each, an "Assignee"), unless the Assignee shall have executed and delivered
--------
the certification referred to in subsection
61
<PAGE>
11(e) below. Any attempted Transfer that would cause the number of Targeted
Holders to exceed ninety-nine shall be void.
(b) Each Assignee shall certify to the Transferor, the Servicer,
and the Trustee that it is either (A)(i) a citizen or resident of the U.S., (ii)
a corporation, partnership or other entity organized in or under the laws of the
U.S. or any political subdivision thereof which, if such entity is a tax-exempt
entity, recognizes that payments with respect to the Excess Collateral may
constitute unrelated business taxable income or (iii) a Person not described in
(i) or (ii) whose ownership of any interest in the Excess Collateral is
effectively connected with the conduct of a trade or business within the United
States (within the meaning of the Code) or (B) an estate or trust the income of
which is includible in gross income for U.S. federal income tax purposes. Each
Assignee also shall agree that (a) if it is a person described in clause (A)(i)
or (A)(ii) above, it will furnish to the Person from whom it is acquiring any
interest in the Excess Collateral, the Servicer and the Trustee, a properly
executed U.S. Internal Revenue Service Form W-9 (and will agree to furnish a new
Form W-9, or any successor applicable form, upon the expiration or obsolescence
of any previously delivered form) or (b) if it is a person described in clause
(A)(iii) above, it will furnish to the person from whom it is acquiring any
interest in the Excess Collateral, the Servicer and the Trustee, a properly
executed U.S. Internal Revenue Service Form 4224 (and will agree to furnish a
new Form 4224, or any successor applicable form, upon the expiration or
obsolescence of any previously delivered form and comparable statements in
accordance with applicable U.S. laws), and, in each case, such other
certifications, representations or opinions of counsel as may be requested by
the Trustee.
(c) Each Initial Purchaser of any interest in the Excess Collateral
and any Assignee thereof shall certify to the Transferor, the Servicer and the
Trustee that, in the case of any Assignee, it has not acquired and, in the case
of each Initial Purchaser and any Assignee, it will not sell, trade or
transfer any interest in the Excess Collateral or cause an interest in the
Excess Collateral to be marketed on or through an "established securities
market" within the meaning of Section 7704(b)(1) of the Code and any treasury
regulation thereunder, including, without limitation, an over-the-counter-
market or an interdealer quotation system that regularly
62
<PAGE>
disseminates firm buy or sell quotations. In addition, any Assignee shall
certify, prior to any delivery or Transfer to it of any Excess Collateral that
it is not and will not become, for so long as it holds an interest in the Excess
Collateral, a partnership, Subchapter S corporation or grantor trust for U.S.
federal income tax purposes or, if it is such a Person, the Excess Collateral
will represent not more than 50% of the value of all of its assets. Each Initial
Purchaser of an interest in the Excess Collateral acknowledges that the Opinion
of Counsel to the effect that the Trust will not be treated as a publicly traded
partnership taxable as a corporation is dependent in part on the accuracy of its
certifications described in this subsection 11(c). For purposes of this Section
11, "Initial Purchaser" shall mean the Transferor, Bankers Trust (Delaware), not
in its individual capacity but solely in its capacity as owner trustee of the
First USA Secured Note Trust 1998-9 and The Bank of New York, not in its
individual capacity but solely in its capacity as indenture trustee for the
First USA Secured Note Trust 1998-9.
(d) Each Initial Purchaser of any interest in the Excess Collateral
shall, by its acceptance of the Excess Collateral, be deemed to have certified
and each Assignee shall certify to the Transferor, the Servicer and the Trustee
(i) that it has purchased its interest in the Excess Collateral for investment
only and not with a view to any public distribution thereof, (ii) that it will
not offer, sell, pledge or otherwise transfer its interest in all or any portion
of the Excess Collateral, except in compliance with the Securities Act and other
applicable laws and only (1) to the Transferor or (2) to a limited number of
institutional "accredited investors" (as defined in rule 501(a)(1), (2), (3) or
(7) under the Securities Act) and in a transaction exempt from the registration
requirements of the Securities Act (upon delivery of the documentation required
by the Pooling and Servicing Agreement and, if the Trustee so requires, an
opinion of counsel satisfactory to the Trustee) and (iii) its purchase of its
interest in the Excess Collateral is not being made in reliance on the
Prospectus. No Excess Collateral Holders will have the right to require the
Transferor to register the Excess Collateral or any other securities under the
Securities Act or any other securities laws. Each holder by accepting a
beneficial interest in the Excess Collateral is deemed to represent that it is
an institutional "accredited investor" (as defined in rule 501(a)(1), (2), (3)
or (7) under the Securities Act).
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(e) Any request for registration of transfer of all or any portion of
the Excess Collateral shall be made at the office of the Transfer Agent and
Registrar and shall be accompanied by a letter of representations from the
prospective Excess Collateral Holders substantially in the form attached as
Exhibit F, executed by the ultimate beneficial purchaser of the Excess
Collateral Amount (or any portion thereof) in person or by such prospective
Excess Collateral Holder's attorney thereunto duly authorized in writing, and
receipt by the Trustee of the written consent of each of the Transferor and the
Servicer to such transfer, the Excess Collateral (or such portion thereof) shall
be transferred upon the Certificate Register. Such transfers of all or any
portion of the Excess Collateral shall be subject to the restrictions set forth
in this Section 11 and to such other restrictions as shall be set forth in the
letter of representations, substantially in the form attached as Exhibit F,
executed by the purchasing Excess Collateral Holder. Successive registrations
and registrations of transfers as aforesaid may be made from time to time as
desired, and each such registration shall be noted on the Certificate Register.
(f) No portion of the Excess Collateral or any interest therein may
be Transferred (including in the initial offering) to (a) an "employee benefit
plan" (as defined in Section 3(3) of ERISA), including governmental plans and
church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code)
including individual retirement accounts and Keogh plans, or (c) any other
entity whose underlying assets include "plan assets" (within the meaning of
Department of Labor Regulation Section 2510.3-101, 29 C.F.R. (S) 2510.3-101 or
otherwise under ERISA) by reason of a plan's investment in the entity,
including, without limitation, an insurance company general account.
(g) The Transferor and the Servicer will facilitate any transfer of
the Excess Collateral consistent with the requirements of this Section 11,
including assisting in the determination as to whether the number of Targeted
Holders would exceed ninety-nine.
SECTION 12. Compliance with Withholding Requirements. Notwithstanding
----------------------------------------
any other provision of the Agreement, the Trustee and any Paying Agent shall
comply with all Federal withholding requirements with respect to payments to the
Excess Collateral Holders of interest, original issue discount, or other amounts
that the
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<PAGE>
Trustee, any Paying Agent, the Servicer or the Transferor reasonably believes
are applicable under the Code. The consent of the Excess Collateral Holders
shall not be required for any such withholding. In the event the Trustee or the
Paying Agent withholds any amount from payments made to any Excess Collateral
Holders pursuant to federal withholding requirements, the Trustee or the Paying
Agent shall indicate to such Excess Collateral Holders the amount withheld and
all such amounts shall be deemed to have been paid to such Excess Collateral
Holder and the Excess Collateral Holders shall have no claim therefor.
SECTION 13. Tax Characterization of the Excess Collateral. It is the
---------------------------------------------
intention of the parties hereto that the provisions of Section 3.07 of the
Agreement shall not apply to cause the Excess Collateral to be treated as debt
for Federal, state and local income and franchise tax purposes, but rather it is
the intention of the parties hereto that Excess Collateral be treated for
Federal, state and local income and franchise tax purposes as an equity interest
in the assets of the Trust. In the event that the Excess Collateral is not so
treated, it is the intention of the parties that the Excess Collateral be
treated as an interest in a partnership that owns the Receivables.
SECTION 14. [RESERVED]
SECTION 15. Amendment and Ratification of Agreement. As supplemented
---------------------------------------
by this Series Supplement, the Agreement is in all respects ratified and
confirmed and the Agreement as so supplemented by this Series Supplement shall
be read, taken, and construed as one and the same instrument. Subsection
12.01(c) of the Agreement is hereby amended by substituting in the second
sentence thereof in place of the words "and pay the proceeds to all
Certificateholders of such Series . . ." the following: "and pay the proceeds to
the Investor Certificateholders of such Series . . ."
SECTION 16. Counterparts. This Series Supplement may be executed in
------------
any number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and the
same instrument.
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SECTION 17. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE
-------------
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
SECTION 18. Additional Representations and Warranties of the
------------------------------------------------
Servicer. First USA Bank, N.A., as initial Servicer, hereby makes, and any
- --------
Successor Servicer by its appointment under the Agreement shall make the
following representations and warranties:
(a) All Consents. All authorizations, consents, orders or
------------
approvals of or registrations or declarations with any Governmental
Authority required to be obtained, effected or given by the Servicer in
connection with the execution and delivery of this Supplement by the
Servicer and the performance of the transactions contemplated by this
Supplement by the Servicer, have been duly obtained, effected or given and
are in full force and effect.
(b) Rescission or Cancellation. The Servicer shall not permit
--------------------------
any rescission or cancellation of any Receivable except as ordered by a
court of competent jurisdiction or other Governmental Authority or in
accordance with the normal operating procedures of the Servicer.
(c) Receivables Not To Be Evidenced by Promissory Notes. Except
---------------------------------------------------
in connection with its enforcement or collection of an Account, the
Servicer will take no action to cause any Receivable to be evidenced by an
instrument or chattel paper (as defined in the UCC as in effect in the
State of Delaware).
SECTION 19. Appointment of co-Paying Agent, co-Transfer Agent and
-----------------------------------------------------
co-Registrar. BDL is appointed as co-paying agent and as co-transfer agent and
- ------------
co-registrar in Luxembourg with respect to the Class A Certificates and the
Class B Certificates, for so long as either the Class A Certificates or the
Class B Certificates are listed on the Luxembourg Stock Exchange. Any reference
in this Series Supplement to the Paying Agent or the Transfer Agent and
Registrar shall be deemed to include BDL as co-
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paying agent or co-transfer agent and co-registrar, as the case may be, unless
the context requires otherwise.
67
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IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series 1998-9 Supplement to be duly executed by their respective
officers as of the day and year first above written.
FIRST USA BANK, N.A.,
Transferor and Servicer
By: /s/ Rebekah A. Sayers
---------------------
Name: Rebekah A. Sayers
Title: Vice President
THE BANK OF NEW YORK (DELAWARE),
Trustee
By: /s/ Reyne A. Macadaeg
---------------------
Name: Reyne A. Macadaeg
Title: Assistant Vice President
<PAGE>
EXHIBIT A
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. R-__ $___________
Series Termination
Date: September 18, 2006 CUSIP NO. _337435DS7
FIRST USA CREDIT CARD MASTER TRUST CLASS A 5.28%
ASSET BACKED CERTIFICATE, SERIES 1998-9
Evidencing an undivided interest in a trust, the corpus of which consists of
receivables generated from time to time in the ordinary course of business in a
portfolio of VISA/(R)/ and MasterCard/(R)//*/ credit card accounts generated
or to be generated by First USA Bank, N.A. (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank, N.A, or any affiliate thereof)
This certifies that CEDE & CO. (the "Certificateholder") is the
registered owner of a fractional undivided interest in the First USA Credit Card
Master Trust (the "Trust") issued pursuant to the Pooling and Servicing
Agreement, dated as of September 1, 1992, as amended, between the Bank, as
Transferor (the "Transferor") and as Servicer (the "Servicer"), and The Bank of
New York (Dela-
- --------------------
/*/ VISA/(R)/ and MasterCard/(R)/ are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
<PAGE>
ware), as trustee (the "Trustee") of the Trust (the "Agreement"; such term to
include any Supplement or amendment thereto) as supplemented by the Series
1998-9 Supplement (the "Series 1998-9 Supplement"), dated as of December 22,
1998, between the Bank, as Transferor and Servicer, and the Trustee. The corpus
of the Trust consists of all of the Transferor's right, title and interest in a
portfolio of receivables (the "Receivables") existing in certain VISA/(R)/ and
MasterCard/(R)/ revolving credit card accounts identified in the Agreement from
time to time (the "Accounts"), all Receivables generated under the Accounts from
time to time thereafter, all monies due or to become due and all amounts
received with respect to the Receivables in existence in the Accounts, all
monies on deposit in certain bank accounts (excluding any investment earnings on
such deposited amounts except as set forth in the Series 1998-9 Supplement) and
all other assets and interests constituting the Trust and all proceeds of the
foregoing.
Although a summary of certain provisions of the Agreement is set forth
below, this Class A Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced hereby
and the rights, duties and obligations of the Trustee. A copy of the Agreement
may be requested from the Trustee by writing to the Trustee at The Bank of New
York (Delaware), White Clay Center, Route 273, Newark, Delaware, 19711,
Attention: Bond Administration. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement. This Certificate is one of a Series of Certificates entitled "First
USA Credit Card Master Trust Class A 5.28% Asset Backed Certificates, Series
1998-9" (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 5.55% Asset Backed
Certificates, Series 1998-9
<PAGE>
(the "Class B Certificates") with the intention that the Class A Certificates
and the Class B Certificates will qualify under applicable tax law as
indebtedness, and the Transferor and each holder of a Class A Certificate (a
"Class A Certificateholder") or any interest therein, by acceptance of its Class
A Certificate or any interest therein, agrees to treat the Class A Certificates
for purposes of federal, state, local and foreign income or franchise taxes and
any other tax imposed on or measured by income, as indebtedness.
The Trust's assets are allocated in part to the holders of the Class A
Certificates, the holders of the Class B Certificates and the holders of the
First USA Credit Card Master Trust Excess Collateral, Series 1998-9 (the "Excess
Collateral") (such holders together the "Investor Certificateholders") with the
remainder allocated to holders of other Series of Certificates issued by the
Trust, if any, and to the Transferor. In addition to the Class A Certificates,
the Class B Certificates and the Excess Collateral, the Exchangeable Transferor
Certificate will be reissued pursuant to the Agreement and will represent the
Transferor's interest in the Trust. The reissued Exchangeable Transferor
Certificate will represent the interest in the Principal Receivables not
represented by the Class A Certificates, the Class B Certificates and the Excess
Collateral (together the "Investor Certificates") or any other Series of
Certificates. The Exchangeable Transferor Certificate may be exchanged by the
Transferor pursuant to the Agreement for one or more Series of Certificates and
a reissued Exchangeable Transferor Certificate upon the conditions set forth in
the Agreement.
The Class A Initial Invested Amount is $650,000,000. The Class A
Invested Amount for any monthly Distribution Date will be an amount equal to
$650,000,000, minus the aggregate amount of principal payments made to the Class
A Certificateholders prior to such Distribution Date and minus the excess, if
any, of the aggregate amount of Class A Investor Charge-Offs over the Class A
Investor Charge-Offs reimbursed prior to such date.
The Class A Certificates will bear interest at the rate of 5.28% per
annum (the "Class A Certificate Rate"). Interest will be distributed to the
extent of available funds on January 19, 1999, and on the eighteenth day of each
month thereafter, or if such day is not a Business Day, the
<PAGE>
next succeeding Business Day until the earlier of the day on which the Class A
Invested Amount is paid in full and the Scheduled Series 1998-9 Termination Date
(each such date a "Distribution Date"), in an amount equal to one-twelfth of the
product of (a) the Class A Certificate Rate and (b) the Class A Outstanding
Principal Balance on the last day of the Monthly Period immediately preceding
such Distribution Date; provided, however, with respect to the first
Distribution Date, Class A Monthly Interest will be equal to interest accrued on
the initial Class A Outstanding Principal Balance at the Class A Certificate
Rate for the period from December 22, 1998 (the "Closing Date") through January
17, 1999 (calculated as though there were 30 days in December). Interest will be
calculated on the basis of a 360-day year consisting of twelve 30-day months.
Interest payments will be made from Collections of Finance Charge Receivables,
and certain other amounts allocated to the Class A Certificates comprising Class
A Available Funds and, in certain circumstances, from Reallocated Principal
Collections on January 19, 1999 and on each Distribution Date thereafter until
the Scheduled Series 1998-9 Termination Date. Interest will be payable monthly
on each Distribution Date to the Class A Certificateholders of record as of the
related Record Date. The Record Date with respect to any Distribution Date shall
be the last day of the calendar month preceding such Distribution Date.
As described in the Agreement, Collections of Principal Receivables
with respect to any Monthly Period will be allocated on the related
Determination Date on the basis of the aggregate Investor Percentage of all
Series and the Transferor Percentage with respect to the Principal Receivables.
Such allocation will be performed both during the Revolving Period and during
any Amortization Period. Throughout the existence of the Trust, the Servicer
will allocate to the Transferor, as holder of the Exchangeable Transferor
Certificate, an amount equal to the Transferor Percentage of the aggregate
amount of Collections of Finance Charge Receivables and Principal Receivables
for each Monthly Period. During the Revolving Period relating to the Investor
Certificates, the Class B Floating Allocation Percentage of Collections of
Principal Receivables and the Excess Collateral Floating Allocation Percentage
of Collections of Principal Receivables will be applied first as Reallocated
Principal Collections, to the extent required, and any remaining amounts
together with the Class A Floating Allocation Percentage of Principal
Receivables will be
<PAGE>
distributed first to the certificateholders of other Series to the extent of the
amount of Principal Shortfalls, if any, and then to the Transferor in an amount
not to exceed the amount of the Transferor Interest.
Unless a Pay Out Event has occurred, the Accumulation Period will
begin at the close of business on the last day of the Revolving Period and will
end on the earlier of (i) the commencement of the Rapid Amortization Period,
(ii) payment of the Invested Amount in full and (iii) the Scheduled Series
1998-9 Termination Date. On each Transfer Date following the commencement of
the Accumulation Period, prior to the earlier of the payment of the Class A
Invested Amount in full and the commencement of the Rapid Amortization Period,
the Trustee will deposit in the Principal Funding Account an amount equal to the
least of (a) Available Investor Principal Collections with respect to the
preceding Monthly Period, (b) the applicable Controlled Deposit Amount and (c)
the Class A Adjusted Invested Amount prior to any such deposit on such day.
Amounts in the Principal Funding Account will be paid to the Class A
Certificateholders on the Class A Scheduled Payment Date. After the full amount
of the Class A Invested Amount has been deposited in the Principal Funding
Account and beginning with the Transfer Date related to the Class B Principal
Commencement Date, prior to the commencement of the Rapid Amortization Period,
the Trustee will deposit in the Principal Funding Account an amount equal to the
least of (a) the Available Investor Principal Collections with respect to the
preceding Monthly Period remaining after application thereof to the Class A
Invested Amount, (b) the applicable Controlled Deposit Amount (minus the Class A
Monthly Principal with respect to such Transfer Date) and (c) the Class B
Adjusted Invested Amount prior to any such deposit on such day. After payment
in full of the Class A Invested Amount, amounts in the Principal Funding Account
will be paid to the Class B Certificateholders on the Class B Scheduled Payment
Date. After the full amount of the sum of the Class A Invested Amount and the
Class B Invested Amount has been deposited in the Principal Funding Account,
prior to the commencement of the Rapid Amortization Period, the Trustee will
deposit in the Principal Funding Account an amount equal to the least of (a) the
Available Investor Principal Collections with respect to the preceding Monthly
Period remaining after application thereof to the Class A Invested Amount and
the Class B Invested Amount, (b) the applicable Controlled Deposit Amount (minus
the Class A Monthly Principal and the
<PAGE>
Class B Monthly Principal with respect to such Transfer Date) and (c) the Excess
Collateral Adjusted Amount prior to any such deposit on such day. After payment
in full of the Class A Invested Amount and the Class B Invested Amount, amounts
in the Principal Funding Account will be paid to the Excess Collateral Holders
on the Excess Collateral Scheduled Payment Date. During the Accumulation Period,
the portion of Available Investor Principal Collections not applied to Class A
Monthly Principal, Class B Monthly Principal or Excess Collateral Monthly
Principal on a Transfer Date will generally be treated as Excess Principal
Collections.
Upon written notice to the Trustee and satisfaction of certain
conditions, the Servicer may elect to postpone the commencement of the
Accumulation Period, and extend the length of the Revolving Period.
Unless the Rapid Amortization Period has begun, funds on deposit in
the Principal Funding Account will be distributed to the Class A
Certificateholders on the January 2004 Distribution Date (the "Class A Scheduled
Payment Date"). If the aggregate principal amount of deposits made to the
Principal Funding Account are insufficient to pay in full the Class A Invested
Amount on the Class A Scheduled Payment Date the Rapid Amortization Period will
commence and on each Distribution Date thereafter until the Class A Invested
Amount is paid in full, the Class A Certificateholders will receive
distributions of Class A Monthly Principal and Class A Monthly Interest.
If a Pay Out Event occurs during the Accumulation Period, the Rapid
Amortization Period will commence and any amount on deposit in the Principal
Funding Account will be distributed to the Certificateholders of each Class of
Certificates, sequentially, in order of seniority, on the Distribution Date
following the Monthly Period in which the Rapid Amortization Period commences.
During the period beginning on the earlier of the day on which a Pay
Out Event occurs and the Class A Scheduled Payment Date if the Invested Amount
is not paid in full on such date, and ending on the earlier of (i) the date on
which the Class A Invested Amount, the Class B Invested Amount and the Excess
Collateral Amount have been paid in full and (ii) the Scheduled Series 1998-9
Termination Date (the "Rapid Amortization Period"), collections of Principal
Receivables allocated to the Invested Amount will no longer
<PAGE>
be paid to the holder of the Exchangeable Transferor Certificate or to the
holders of the certificates of any other Series or, if the Accumulation Period
has commenced, deposited in the Principal Funding Account, but instead will be
distributed to the Class A Certificateholders and, following payment in full of
the Class A Invested Amount, to the Class B Certificateholders, and, following
payment in full of the Class B Invested Amount, to the Excess Collateral
Holders, monthly on each Distribution Date beginning with the Distribution Date
in the month following the commencement of the Rapid Amortization Period.
Subject to the Agreement, payments of principal are limited to the
unpaid Class A Invested Amount of the Class A Certificates, which may be less
than the unpaid balance of the Class A Certificates pursuant to the terms of the
Agreement. All principal of and interest on the Class A Certificates is due and
payable no later than September 18, 2006 (or if such day is not a Business Day,
the next succeeding Business Day) (the "Scheduled Series 1998-9 Termination
Date"). After the Scheduled Series 1998-9 Termination Date, neither the Trust
nor the Transferor will have any further obligation to distribute principal or
interest on the Class A Certificates.
The transfer of this Certificate shall be registered in the
Certificate Register upon surrender of this Certificate for registration of
transfer at any office or agency maintained by the Transfer Agent and Registrar
accompanied by a written instrument of transfer in a form satisfactory to the
Trustee and the Transfer Agent and Registrar duly executed by the
Certificateholder or such Certificateholder's attorney duly authorized in
writing, and thereupon one or more new Class A Certificates of authorized
denominations and for the same aggregate Undivided Interests will be issued to
the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations
therein set forth, Class A Certificates are exchangeable for new Class A
Certificates evidencing like aggregate Undivided Interests, as requested by the
Class A Certificateholder surrendering such Class A Certificates. No service
charge may be imposed for any such exchange but the Transferor, Servicer, or
Transfer Agent and Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith.
<PAGE>
The Transferor, the Servicer, the Trustee, the Paying Agent and the
Transfer Agent and Registrar, and any agent of any of them, may treat the person
in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Transferor, the Servicer, the Trustee, the Paying
Agent and the Transfer Agent and Registrar, nor any agent of any of them or of
any such agent, shall be affected by notice to the contrary except in certain
circumstances described in the Agreement.
The Agreement and any Supplement may be amended by the Transferor, the
Servicer and the Trustee, without the consent of certificateholders of any
Series then outstanding for any purpose, provided that (i) the Transferor shall
--------
deliver an opinion of counsel acceptable to the Trustee to the effect that such
amendment will not adversely affect in any material respect the interest of such
certificateholders, and (ii) such amendment will not result in a withdrawal or
reduction of the rating of any outstanding Series.
The Agreement and the Series 1998-9 Supplement may be amended by the
Transferor, the Servicer and the Trustee with the consent of the holders of
certificates evidencing undivided interests aggregating not less than 66-2/3% of
the investor interests of all Series adversely affected, for the purpose of
adding any provisions to, changing in any manner or eliminating any of the
provisions of the Agreement or the Series 1998-9 Supplement or of modifying in
any manner the rights of certificateholders of any then outstanding Series. No
such amendment, however, may (a) reduce in any manner the amount of, or delay
the timing of, distributions required to be made on any such Series, (b) change
the definition of or the manner of calculating the interest of any
certificateholder of such Series, or (c) reduce the aforesaid percentage of
undivided interests the holders of which are required to consent to any such
amendment, in each case without the consent of all certificateholders of all
Series adversely affected. Promptly following the execution of any amendment to
the Agreement, the Trustee will furnish written notice of the substance of such
amendment to each Class A Certificateholder.
<PAGE>
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be
duly executed on this 22nd day of December, 1998.
FIRST USA BANK, N.A.
By:
-----------------------------------
Name: Jerry D. Holbrook
Title: Vice President
CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in the
within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK
as Authenticating Agent
Date: December 22, 1998
By:
-----------------------------------
Name: Reyne A. Macadaeg
Title: Vice President
<PAGE>
EXHIBIT B
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. R-__ $___________
Series Termination
Date: September 18, 2006 CUSIP NO. 337435DT5
FIRST USA CREDIT CARD MASTER TRUST CLASS B 5.55%
ASSET BACKED CERTIFICATE, SERIES 1998-9
Evidencing an undivided interest in a trust, the corpus of which consists of
receivables generated from time to time in the ordinary course of business in a
portfolio of VISA/(R)/ and MasterCard/(R)//*/ credit card accounts generated
or to be generated by First USA Bank, N.A. (the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank, N.A., or any affiliate thereof)
This certifies that CEDE & CO. (the "Certificateholder") is the
registered owner of a fractional undivided interest in the First USA Credit
Card Master Trust (the "Trust") issued pursuant to the Pooling and Servicing
Agreement, dated as of September 1,
- --------------------------
/*/ VISA/(R)/ and MasterCard/(R)/ are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
<PAGE>
1992, as amended, between the Bank, as Transferor (the "Transferor") and as
Servicer (the "Servicer"), and The Bank of New York (Delaware), as trustee (the
"Trustee") of the Trust (the "Agreement"; such term to include any Supplement or
amendment thereto) as supplemented by the Series 1998-9 Supplement (the "Series
1998-9 Supplement"), dated as of December 22, 1998, between the Bank, as
Transferor and Servicer, and the Trustee. The corpus of the Trust consists of
all of the Transferor's right, title and interest in a portfolio of receivables
(the "Receivables") existing in certain VISA/(R)/ and MasterCard/(R)/ revolving
credit card accounts identified in the Agreement from time to time (the
"Accounts"), all Receivables generated under the Accounts from time to time
thereafter, all monies due or to become due and all amounts received with
respect to the Receivables in existence in the Accounts, all monies on deposit
in certain bank accounts (excluding any investment earnings on such deposited
amounts except as set forth in the Series 1998-9 Supplement) and all other
assets and interests constituting the Trust and all proceeds of the foregoing.
Although a summary of certain provisions of the Agreement is set forth
below, this Class B Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced hereby
and the rights, duties and obligations of the Trustee. A copy of the Agreement
may be requested from the Trustee by writing to the Trustee at The Bank of New
York (Delaware), White Clay Center, Route 273, Newark, Delaware, 19711,
Attention: Bond Administration. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement. This Certificate is one of a Series of Certificates entitled "First
USA Credit Card Master Trust Class B 5.55% Asset Backed Certificates, Series
1998-9" (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
B-2
<PAGE>
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 5.28% Asset Backed
Certificates, Series 1998-9 (the "Class A Certificates") with the intention that
the Class A Certificates and the Class B Certificates will qualify under
applicable tax law as indebtedness, and the Transferor and each holder of a
Class B Certificate (a "Class B Certificateholder") or any interest therein, by
acceptance of its Class B Certificate or any interest therein, agrees to treat
the Class B Certificates for purposes of federal, state, local and foreign
income or franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
The Trust's assets are allocated in part to the holders of the Class A
Certificates, the holders of the Class B Certificates and the holders of the
First USA Credit Card Master Trust Excess Collateral, Series 1998-9 (the "Excess
Collateral Holders") (such holders together the "Investor Certificateholders")
with the remainder allocated to holders of other Series of Certificates issued
by the Trust, if any, and to the Transferor. In addition to the Class A
Certificates, the Class B Certificates and the Excess Collateral, the
Exchangeable Transferor Certificate will be reissued pursuant to the Agreement
and will represent the Transferor's interest in the Trust. The reissued
Exchange able Transferor Certificate will represent the interest in the
Principal Receivables not represented by the Class A Certificates, the Class B
Certificates and the Excess Collateral (together the "Investor Certificates") or
any other Series of Certificates. The Exchangeable Transferor Certificate may
be exchanged by the Transferor pursuant to the Agreement for one or more
Series of Certificates and a reissued Exchangeable Transferor Certificate upon
the conditions set forth in the Agreement.
The Class B Initial Invested Amount is $44,828,000. The Class B
Invested Amount for any monthly Distribution Date will be an amount equal to (i)
$44,828,000, minus (ii) the aggregate amount of principal payments made to the
-----
Class B Certificateholders
B-3
<PAGE>
prior to such Distribution Date, minus (iii) the aggregate amount of Class B
-----
Investor Charge-Offs for all prior Distribution Dates, minus (iv) the aggregate
-----
amount of Reallocated Class B Principal Collections for which the Excess
Collateral Amount has not been reduced for all prior Distribution Dates, minus
-----
(v) an amount equal to the aggregate amount by which the Class B Invested
Amount has been reduced to fund the Class A Investor Default Amount on all
prior Distribution Dates as described in the Agreement and plus (vi) the
----
aggregate amount of Excess Finance Charge Collections and certain other amounts
allocated and available for purposes of reimbursing amounts deducted pursuant to
clauses (iii), (iv) and (v).
The Class B Certificates will bear interest at the rate of 5.55% per
annum, (the "Class B Certificate Rate"). Interest will be distributed to the
extent of available funds on January 19, 1999, and on the eighteenth day of
each month thereafter, or if such day is not a Business Day, the next succeeding
Business Day until the earlier of the day on which the Class B Invested Amount
is paid in full and the Scheduled Series 1998-9 Termination Date (each such date
a "Distribution Date"), in an amount equal to one-twelfth of the product of
(a)the Class B Certificate Rate and (b) the Class B Outstanding Principal
Balance on the last day of the Monthly Period immediately preceding such
Distribution Date; provided, however, with respect to the first Distribution
Date, Class B Monthly Interest will be equal to interest accrued on the initial
Class B Outstanding Principal Balance at the Class B Certificate Rate for the
period from December 22, 1998 (the "Closing Date") through January 17, 1999
(calculated as though there were 30 days in December). Interest will be
calculated on the basis of a 360-day year consisting of twelve 30-day months).
Interest payments will be made from Collections of Finance Charge Receivables
and, in certain circumstances, from Reallocated Principal Collections on January
19, 1999 and on each Distribution Date thereafter until the Scheduled Series
1998-9 Termination Date. Interest will be payable monthly on each Distribution
Date to the Class B Certificateholders of record as of the related Record Date.
The Record Date with respect to any Distribution Date shall be the last day of
the calendar month preceding such Distribution Date.
B-4
<PAGE>
As described in the Agreement, Collections of Principal Receivables
with respect to any Monthly Period will be allocated on the related
Determination Date on the basis of the aggregate Investor Percentage of all
Series and the Transferor Percentage with respect to the Principal Receivables.
Such allocation will be performed both during the Revolving Period and during
any Amortization Period. Throughout the existence of the Trust, the Servicer
will allocate to the Transferor, as holder of the Exchangeable Transferor
Certificate, an amount equal to the Transferor Percentage of the aggregate
amount of Collections of Finance Charge Receivables and Principal Receivables
for each Monthly Period. During the Revolving Period relating to the Investor
Certificates, the Class B Floating Allocation Percentage of Collections of
Principal Receivables and the Excess Collateral Floating Allocation Percentage
of Collections of Principal Receivables will be applied first as Reallocated
Principal Collections, to the extent required, and any remaining amounts
together with the Class A Floating Allocation Percentage of Principal
Receivables will be distributed first to the certificateholders of other Series
to the extent of the amount of Principal Shortfalls, if any, and then to the
Transferor in an amount not to exceed the amount of the Transferor Interest.
Unless a Pay Out Event has occurred, the Accumulation Period will
begin at the close of business on the last day of the Revolving Period and will
end on the earlier of (i) the commencement of the Rapid Amortization Period,
(ii) payment of the Invested Amount in full and (iii) the Scheduled Series
1998-9 Termination Date. On each Transfer Date following the commencement of the
Accumulation Period, prior to the earlier of the payment of the Class A Invested
Amount in full and the commencement of the Rapid Amortization Period, the
Trustee will deposit in the Principal Funding Account an amount equal to the
least of (a) Available Investor Principal Collections with respect to the
preceding Monthly Period, (b) the applicable Controlled Deposit Amount and (c)
the Class A Adjusted Invested Amount prior to any such deposit on such day.
Amounts in the Principal Funding Account will be paid to the Class A
Certificateholders on the Class A Scheduled Payment Date. After the full amount
of the Class A Invested Amount has been deposited in the Principal Funding
Account and beginning with the
B-5
<PAGE>
Transfer Date related to the Class B Principal Commencement Date, prior to the
commencement of the Rapid Amortization Period, the Trustee will deposit in the
Principal Funding Account an amount equal to the least of (a) the Available
Investor Principal Collections with respect to the preceding Monthly Period
remaining after application thereof to the Class A Invested Amount, (b) the
applicable Controlled Deposit Amount (minus the Class A Monthly Principal with
respect to such Transfer Date) and (c) the Class B Adjusted Invested Amount
prior to any such deposit on such day. After payment in full of the Class A
Invested Amount, amounts in the Principal Funding Account will be paid to the
Class B Certificateholders on the Class B Scheduled Payment Date. After the full
amount of the sum of the Class A Invested Amount and the Class B Invested Amount
has been deposited in the Principal Funding Account, prior to the commencement
of the Rapid Amortization Period, the Trustee will deposit in the Principal
Funding Account an amount equal to the least of (a) the Available Investor
Principal Collections with respect to the preceding Monthly Period remaining
after application thereof to the Class A Invested Amount and the Class B
Invested Amount, (b) the applicable Controlled Deposit Amount (minus the Class A
Monthly Principal and the Class B Monthly Principal with respect to such
Transfer Date) and (c) the Excess Collateral Adjusted Amount prior to any such
deposit on such day. After payment in full of the Class A Invested Amount and
the Class B Invested Amount, amounts in the Principal Funding Account will be
paid to the Excess Collateral Holders on the Excess Collateral Scheduled Payment
Date. During the Accumulation Period, the portion of Available Investor
Principal Collections not applied to Class A Monthly Principal, Class B Monthly
Principal or Excess Collateral Monthly Principal on a Transfer Date will
generally be treated as Excess Principal Collections.
Upon written notice to the Trustee and satisfaction of certain
conditions, the Servicer may elect to postpone the commencement of the
Accumulation Period, and extend the length of the Revolving Period.
On the January 2004 Distribution Date if the Class A Invested Amount
is paid in full, Available Investor Principal Collections and Excess Principal
Collections allocable to Series 1998-9 will be used to pay
B-6
<PAGE>
the Class B Invested Amount as described in the Agree ment. If the Available
Investor Principal Collections and Excess Principal Collections allocable to
Series 1998-9 are insufficient to pay in full the Class B Invested Amount on
the January 2004 Distribution Date, the Rapid Amortization Period will commence.
If a Pay Out Event occurs during the Accumulation Period, the Rapid
Amortization Period will commence and any amount on deposit in the Principal
Funding Account will be distributed to the Certificateholders of each Class of
Certificates, sequentially, in order of seniority, on the Distribution Date
following the Monthly Period in which the Rapid Amortization Period commences.
During the period beginning on the earlier of the day on which a Pay
Out Event occurs and the Class A Scheduled Payment Date if the Invested Amount
is not paid in full on such date, and ending on the earlier of (i) the date on
which the Class A Invested Amount, the Class B Invested Amount and the Excess
Collateral Amount have been paid in full and (ii) the Scheduled Series 1998-9
Termination Date (the "Rapid Amortization Period"), collections of Principal
Receivables allocated to the Invested Amount will no longer be paid to the
holder of the Exchangeable Transferor Certificate or to the holders of the
certificates of any other Series or, if the Accumulation Period has commenced,
deposited in the Principal Funding Account, but instead will be distributed to
the Class A Certificateholders and, following payment in full of the Class A
Invested Amount, to the Class B Certificateholders, and, following payment in
full of the Class B Invested Amount, to the Excess Collateral Holders, monthly
on each Distribution Date beginning with the Distribution Date in the month
following the commencement of the Rapid Amortization Period.
Principal payments on the Class B Certificates will be, during the
Accumulation Period, funded by deposits to the Principal Funding Account or,
during the Rapid Amortization Period, made monthly, and will commence on the
date (the "Class B Principal Commencement Date") which is (a) with respect to
the Accumulation Period, the first Distribution Date on which an amount equal to
the Class A Invested Amount has been deposited
B-7
<PAGE>
in the Principal Funding Account and allocated to the Class A Certificates or
(b) with respect to the Rapid Amortization Period, the Distribution Date on
which the Class A Invested Amount has been paid in full or, if there are no
Principal Receivables allocable to the Investor Certificates remaining after
payments have been made to the Class A Certificates on such Distribution Date,
the Distribution Date following the Distribution Date on which the Class A
Invested Amount has been paid in full. After payment in full of the Class A
Invested Amount, amounts deposited in the Principal Funding Account for the
benefit of the Class B Certificates will be paid to the Class B
Certificateholders on the January 2004 Distribution Date and on each
Distribution Date during the Rapid Amortization Period beginning with the Class
B Principal Commencement Date, and thereafter until the payment in full of the
Class B Invested Amount or the termination of the Trust, the Percentage
Allocation of all collections of Principal Receivables and certain other amounts
for the preceding Monthly Period remaining after payment in full of the Class A
Invested Amount will be distributed to the Class B Certificateholders.
Subject to the Agreement, payments of principal are limited to the
unpaid Class B Invested Amount of the Class B Certificates, which may be less
than the unpaid balance of the Class B Certificates pursuant to the terms of the
Agreement. All principal of and interest on the Class B Certificates is due and
payable no later than September 18, 2006 (or if such day is not a Business Day,
the next succeeding Business Day) (the "Scheduled Series 1998-9 Termination
Date"). After the Series 1998-9 Termination Date, neither the Trust nor the
Transferor will have any further obligation to distribute principal or interest
on the Class B Certificates.
The transfer of this Certificate shall be registered in the
Certificate Register upon surrender of this Certificate for registration of
transfer at any office or agency maintained by the Transfer Agent and Registrar
accompanied by a written instrument of transfer in a form satisfactory to the
Trustee and the Transfer Agent and Registrar duly executed by the
Certificateholder or such Certificateholder's attorney duly authorized in
writing, and thereupon one or more
B-8
<PAGE>
new Class B Certificates of authorized denominations and for the same aggregate
Undivided Interests will be issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations
therein set forth, Class B Certificates are exchangeable for new Class B
Certificates evidencing like aggregate Undivided Interests, as requested by the
Class B Certificateholder surrendering such Class B Certificates. No service
charge may be imposed for any such exchange but the Transferor, Servicer, or
Transfer Agent and Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith.
The Transferor, the Servicer, the Trustee, the Paying Agent and the
Transfer Agent and Registrar, and any agent of any of them, may treat the person
in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Transferor, the Servicer, the Trustee, the Paying
Agent and the Transfer Agent and Registrar, nor any agent of any of them or of
any such agent, shall be affected by notice to the contrary except in certain
circumstances described in the Agreement.
The Agreement and any Supplement may be amended by the Transferor, the
Servicer and the Trustee, without the consent of certificateholders of any
Series then outstanding for any purpose, provided that (i) the Transferor shall
--------
deliver an opinion of counsel acceptable to the Trustee to the effect that
such amendment will not adversely affect in any material respect the interest of
such certificateholders, and (ii) such amendment will not result in a withdrawal
or reduction of the rating of any outstanding Series.
The Agreement and the Series 1998-9 Supplement may be amended by the
Transferor, the Servicer and the Trustee with the consent of the holders of
certificates evidencing undivided interests aggregating not less than 66-2/3% of
the investor interests of all Series adversely affected, for the purpose of
adding any provisions to, changing in any manner or eliminating any of the
provisions of the Agreement or the Series 1998-9 Supplement or of modifying in
any manner the rights of
B-9
<PAGE>
certificateholders of any then outstanding Series. No such amendment, however,
may (a) reduce in any manner the amount of, or delay the timing of,
distributions required to be made on any such Series, (b) change the definition
of or the manner of calculating the interest of any certificateholder of such
Series, or (c) reduce the aforesaid percentage of undivided interests the
holders of which are required to consent to any such amendment, in each case
without the consent of all certificateholders of all Series adversely affected.
Promptly following the execution of any amendment to the Agreement, the Trustee
will furnish written notice of the substance of such amendment to each Class B
Certificateholder.
B-10
<PAGE>
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Certificate to be
duly executed on this 22nd day of December, 1998.
FIRST USA BANK, N.A.
By:
----------------------------
Name: Jerry D. Holbrook
Title: Vice President
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates referred to in the within-
mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
as Authenticating Agent
Date: December 22, 1998
By:
--------------------------
Name: Reyne A. Macadaeg
Title: Vice President
<PAGE>
EXHIBIT C
[LOGO OF THE DEPOSITORY TRUST COMPANY APPEARS HERE]
--------------------------------------------------------------
BOOK-ENTRY-ONLY COLLATERALIZED MORTGAGE OBLIGATIONS (CMOs)
(WITHOUT OWNER OPTION TO REDEEM)/
OTHER ASSET-BACKED SECURITIES/AND PASS-THROUGH CERTIFICATES
--------------------------------------------------------------
Letter of Representations
[To be Completed by Issuer and Agent]
First USA Bank, N.A.
---------------------------------------------------
[Name of Issuer]
The Bank of New York (Delaware)
---------------------------------------------------
[Name of Agent]
December 22, 1998
-----------------
[Date]
Attention: General Counsel's Office
The Depository Trust Company
55 Water Street; 49th Floor
New York, NY 10041-0099
Re: $650,000,000 Class A 5.28% Asset Backed Certificates, Series
---------------------------------------------------------------------
1998-9; $44,828,000 Class B 5.55% Asset Backed Certificates,
---------------------------------------------------------------------
Series 1998-9
---------------------------------------------------------------------
[Issue Description]
Ladies and Gentlemen:
This letter sets forth our understanding with respect to certain matters
relating to the above-referenced issue (the "Securities"). Agent will act as
trustee, paying agent, fiscal agent, or other such agent of Issuer with respect
to the Securities pursuant to a trust indenture, trust agreement, or other such
document dated as of September 1, 1992* (the "Document"). Salomon Smith Barney
----------------- - --------------------
["Underwriter"]
Inc.** is distributing the Securities through The Depository Trust Company
- ------
("DTC").
To induce DTC to accept the Securities as eligible for deposit at DTC, and to
act in accordance with its Rules with respect to the Securities, Issuer and
Agent make the following representations to DTC:
1. Prior to closing on the Securities on December 22, 1998 , there shall be
----------- -
deposited with DTC one Security certificate registered in the name of DTC's
nominee, Cede & Co., for each
- -------------------------
* As supplemented as of December 22, 1998
** As Representative for itself, First Chicago Capital Markets, Inc., Bear,
Stearns & Co. Inc., Chase Securities Inc. and Lehman Brothers Inc.
C-1
<PAGE>
stated maturity of the Securities in the face amounts set forth on Schedule A
hereto, the total of which represents 100% of the principal amount of such
Securities. If, however, the aggregate principal amount of any maturity exceeds
$200 million, one certificate will be issued with respect to each $200 million
of principal amount and an additional certificate will be issued with respect to
any remaining principal amount. Each Security certificate shall bear the
following legend:
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an interest herein.
2. Issuer: (a) understands that DTC has no obligation to, and will not,
communicate to its Participants or to any person having an interest in the
Securities any information contained in the Security certificate(s); and (b)
acknowledges that neither DTC's Participants nor any person having an interest
in the Securities shall be deemed to have notice of the provisions of the
Security certificates by virtue of submission of such certificate(s) to DTC.
3. In the event of any solicitation of consents from or voting by holders
of the Securities, Issuer or Agent shall establish a record date for such
purposes (with no provision for revocation of consents or votes by subsequent
holders) and shall, to the extent possible, send notice of such record date to
DTC not less than 15 calendar days in advance of such record date. Notices to
DTC pursuant to this Paragraph by telecopy shall be sent to DTC's Reorganization
Department at (212) 709-6896 or (212) 709-6897, and receipt of such notices
shall be confirmed by telephoning (212) 709-6870. Notices to DTC pursuant to
this Paragraph by mail or by any other means shall be sent to DTC's
Reorganization Department as indicated in Paragraph 5.
4. In the event of a full or partial redemption, Issuer or Agent shall
send a notice to DTC specifying: (a) the amount of the redemption or refunding;
(b) in the case of a refunding, the maturity date(s) established under the
refunding; and (c) the date such notice is to be mailed to Security holders or
published (the "Publication Date"). Such notice shall be sent to DTC by a secure
means (e.g., legible telecopy, registered or certified mail, overnight delivery)
in a timely manner designed to assure that such notice is in DTC's possession no
later than the close of business on the business day before or, if possible, two
business days before the Publication Date. Issuer or Agent shall forward such
notice either in a separate secure transmission for each CUSIP number or in a
secure transmission for multiple CUSIP numbers (if applicable) which includes a
manifest or list of each CUSIP number submitted in that transmission. (The party
sending such notice shall have a method to verify subsequently the use of such
means and the timeliness of such notice.) The Publication Date shall be not less
than 30 days nor more than 60 days prior to the redemption date or, in the case
of an advance refunding, the date that the proceeds are deposited in escrow.
Notices to DTC pursuant to this Paragraph by telecopy shall be sent to DTC's
Call Notification Department at (516) 227-4039 or (516) 227-4190. If the party
sending the notice does not receive a telecopy receipt from DTC confirming that
the notice has been received, such party shall telephone (516) 227-4070. Notices
to DTC pursuant to this Paragraph by mail or by any other means shall be sent
to:
Manager; Call Notification Department
The Depository Trust Company
711 Stewart Avenue
Garden City, NY 11530-4719
C-2
<PAGE>
5. In the event of an invitation to tender the Securities (including
mandatory tenders, exchanges, and capital changes), notice by Issuer or Agent
to Security holders specifying the terms of the tender and the Publication Date
of such notice shall be sent to DTC by a secure means in the manner set forth in
the preceding Paragraph. Notices to DTC pursuant to this Paragraph and notices
of other corporate actions by telecopy shall be sent to DTC's Reorganization
Department at (212) 709-1093 or (212) 709-1094, and receipt of such notices
shall be confirmed by telephoning (212) 709-6884. Notices to DTC pursuant to the
above by mail or by any other means shall be sent to:
Manager; Reorganization Department
Reorganization Window
The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, NY 10004-2695
6. All notices and payment advices sent to DTC shall contain the CUSIP
number of the Securities.
7. Issuer or Agent shall send DTC written notice with respect to the dollar
amount per $1,000 original face value (or other minimum authorized denomination
if less than $1,000 face value) payable on each payment date allocated as to the
interest and principal portions thereof preferably 5, but not less than 2,
business days prior to such payment date. Such notices, which shall also contain
the current pool factor, any special adjustments to principal/interest rates
(e.g, adjustments due to deferred interest or shortfall), and Agent contact's
name and telephone number, shall be sent by telecopy to DTC's Dividend
Department at (212) 709-1723, or if by mail or by any other means to:
Manager; Announcements
Dividend Department
The Depository Trust Company
7 Hanover Square, 22nd Floor
New York, NY 10004-2695
8. [Note: Issuer must represent one of the following, and cross out the
other:] [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX] [The interest
accrual period is payment date to payment date.]
9. Issuer or Agent shall provide a written notice of interest payment
information to a standard interest announcement service subscribed to by DTC as
soon as the information is available. In the unlikely event that no such service
exists, Issuer or Agent shall provide such notice directly to DTC
electronically, as previously arranged by Issuer or Agent and DTC, as soon as
the information is available. If electronic transmission is not available,
absent any other arrangements between Issuer or Agent and DTC, such information
should be sent by telecopy to DTC's Dividend Department at (212)709-1723 or
(212)709-1686, and receipt of such notices shall be confirmed by telephoning
(212)709-1270. Notices to DTC pursuant to the above by mail or by any other
means shall be sent to:
Manager, Announcements
Dividend Department
The Depository Trust Company
7 Hanover Square; 22nd Floor
New York, NY 10004-2695
C-3
<PAGE>
10. Issuer or Agent shall provide CUSIP numbers for each issue for which
payment is being sent, as well as the dollar and cent amount of the payment for
each issue to DTC, no later than noon (Eastern Time) on the payment date.
11. Interest payments and principal payments that are part of periodic
principal-and-interest payments shall be received by Cede & Co., as nominee of
DTC, or its registered assigns, in same-day funds no later than 2:30 p.m.
(Eastern Time) on each payment date. Absent any other arrangements between
Issuer or Agent and DTC, such funds shall be wired as follows:
The Chase Manhattan Bank
ABA # 021 000 021
For credit to a/c Cede & Co.
c/o The Depository Trust Company
Dividend Deposit Account # 066-026776
12. Maturity and redemption payments allocated with respect to each CUSIP
number shall be received by Cede & Co., as nominee of DTC, or its registered
assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment
date. Absent any other arrangements between Issuer or Agent and DTC, such funds
shall be wired as follows:
The Chase Manhattan Bank
ABA # 021 000 021
For credit to a/c Cede & Co.
c/o The Depository Trust Company
Redemption Deposit Account # 066-027306
13. Principal payments (plus accrued interest, if any) as the result of
optional tenders for purchase effected by means of DTC's Repayment Option
Procedures shall be received by Cede & Co., as nominee of DTC, or its registered
assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on the first
payment date. Absent any other arrangements between Issuer or Agent and DTC,
such funds shall be wired as follows:
The Chase Manhattan Bank
ABA # 021 000 021
For credit to a/c Cede & Co.
c/o The Depository Trust Company
Reorganization Deposit Account # 066-027608
14. DTC may direct Issuer or Agent to use any other number or address as
the number or address to which notices or payments of interest or principal may
be sent.
15. In the event of a redemption, acceleration, or any other similar
transaction (e.g., tender made and accepted in response to Issuer's or Agent's
invitation) necessitating a reduction in the aggregate principal amount of
Securities outstanding or an advance refunding of part of the Securities
outstanding, DTC, in its discretion: (a) may request Issuer or Agent to issue
and authenticate a new Security certificate; or (b) may make an appropriate
notation on the Security certificate indicating the date and amount of such
reduction in principal except in the case of final maturity, in which case the
certificate will be presented to Issuer or Agent prior to payment, if required.
16. In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certificated Securities, Issuer or Agent
shall notify DTC of the availability of certificates. In
C-4
<PAGE>
such event, Issuer or Agent shall issue, transfer, and exchange certificates in
appropriate amounts, as required by DTC and others.
17. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent (at which time DTC will confirm with Issuer or Agent the aggregate
principal amount of Securities outstanding). Under such circumstances, at DTC's
request Issuer and Agent shall cooperate fully with DTC by taking appropriate
action to make available one or more separate certificates evidencing Securities
to any DTC Participant having Securities credited to its DTC accounts.
18. Nothing herein shall be deemed to require Agent to advance funds on
behalf of Issuer.
19. This Letter of Representations may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts together shall constitute but one and the same
instrument.
20. This Letter of Representations is governed by, and shall be construed
in accordance with, the laws of the State of New York.
21. The following riders, attached hereto, are hereby incorporated into
this Letter of Representations:
Rider 5A, Rider 1, Rider 2
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Notes:
- ------
A. If there is a Agent (as defined in Very truly yours,
this Letter of Representations), Agent
as well as Issuer must sign this Letter. First USA Bank, N.A.
If there is no Agent, in signing ------------------------------
this Letter Issuer itself undertakes to (Issuer)
perform all of the obligations set
forth herein. By: /s/ Rebekah A. Sayers
--------------------------------
B. Schedule B contains statements that DTC (Authorized Officer's Signature)
believes accurately describe DTC, the
method of effecting book-entry transfers
of securities distributed through DTC, The Bank of New York (Delaware)
and certain related matters. --------------------------------
(Trustee)
Received and Accepted:
THE DEPOSITORY TRUST COMPANY By: /s/ Reyne A. Macadaeg
--------------------------------
(Authorized Officer's Signature)
By: /s/ Richard B. Nessin
--------------------------------
cc: Underwriter
Underwriter's Counsel
C-5
<PAGE>
Rider 5A
- --------
19. The terms "trust indenture" and "Indenture" are hereby replaced wherever
they appear in the Letter of Representations with the term "Pooling and
Servicing Agreement."
20. The term "Securities" is hereby replaced wherever it appears in the Letter
of Representations with the term "Certificates."
21. The attached rider amending the Letter of Representations is deemed to be a
part of this Letter of Representations.
22. The attached DWAC rider is deemed to be a part of this Letter of
Representations.
C-6
<PAGE>
RIDER 1
-------
[LOGO OF DTC APPEARS HERE]
Rider Amending DTC Letter of Representations -- BEO Collateralized Mortgage
---------------------------------------------------------------------------
Obligations (CMO) Without Owner Option to Redeem/Other Asset-Backed Securities
- ------------------------------------------------------------------------------
/and Pass-Through Certificates
------------------------------
As of March 9, 1998, DTC's Reorganization Department relocated and prior to
that, DTC's Dividend Department relocated to the 55 Water Street location.
Following are the new addresses and related telephone and facsimile numbers
referenced in the Letter of Representations.
The following changes relate to Paragraph 3 of the Letter of Representations:
Old Telecopier Numbers Current Telecopier Numbers
(212) 709-6896 and (212) 709-6897 (212) 855-5181 and (212) 855-5182
The confirmation number (212) 709-6870 is now (212) 855-5202.
The following changes relate to Paragraph 5 of the Letter of Representations:
Old Telecopier Numbers Current Telecopier Numbers
(212) 709-1093 and (212) 709-1094 (212) 855-5278
The confirmation number (212) 709-6884 is now (212) 855-5280.
The new address is Manager; Reorganization Department
Reorganization Window
The Depository Trust Company
55 Water Street 50th Floor
New York, NY 10041-0099
The following changes relate to Paragraph 7 of the Letter of Representations:
Old Telecopier Number Current Telecopier Number
(212) 709-1723 (212) 855-4555
The new address is Manager; Announcements
Dividend Department
The Depository Trust Company
55 Water Street 25th Floor
New York, NY 10041-0099
The following changes relate to Paragraph 9 of the Letter of Representations:
Old Telecopier Numbers Current Telecopier Numbers
(212) 709-1723 and (212) 709-1686 (212) 855-4555 and (212) 855-4556
The confirmation number (212) 709-1270 is now (212) 855-4550.
C-7
<PAGE>
The new address for this Paragraph 9 is the same as that listed above,
referenced in Paragraph 7.
The following changes relate to Paragraph 10 of the Letter of Representations:
Such information shall be conveyed by automated notification. If the
circumstance prevent the funds paid to Cede & Co., as nominee of DTC, by 2:30
p.m. ET for equaling the dollar amount associated with detail payments by 12:00
noon ET Issuer or Agent must provide CUSIP-level reconciliation to DTC no later
than 2:30 p.m. ET. Reconciliation can be provided by automated means or written
format.
The following changes relate to Paragraph 11 of the Letter of Representations:
To facilitate the payment standards, Issuer is required to remit free funds to
Agent by 1:00 p.m. ET on each payment date, or at such earlier time as required
by Agent to guarantee timely credit to the Dividend Deposit Account of Cede &
Co.
The following changes relate to Paragraph 12 of the Letter of Representations:
To facilitate the payment standards, Issuer is required to remit free funds to
Agent by 1:00 p.m. ET on each payment date, or at such earlier time as required
by Agent to guarantee timely credit to the Redemption Deposit Account of Cede &
Co. Issuer or Agent shall deliver Cusip-level detail regarding such payments to
DTC no later than 2:30 p.m. ET on each payment date.
The following changes relate to Paragraph 13 of the Letter of Representations:
To facilitate the payment standards, Issuer is required to remit free funds to
Agent by 1:00 p.m. ET on each payment date, or at such earlier time as required
by Agent to guarantee timely credit to the Reorganization Deposit Account of
Cede & Co. Issuer or Agent shall deliver Cusip-level detail regarding such
payments to DTC no later than 2:30 p.m. ET on each payment date.
C-8
<PAGE>
RIDER 2
-------
[LOGO OF DTC APPEARS HERE]
REPRESENTATIONS FOR DEPOSIT/WITHDRAWAL AT CUSTODIAN ("DWAC")
to be included in DTC Letter of Representations
-----------------------------------------------
The Security certificate(s) shall remain in Agent's custody as a "Balance
Certificate" subject to the provisions of the Balance Certificate Agreement
between Agent and DTC currently in effect.
On each day on which Agent is open for business and on which it receives an
instruction originated by a Participant through DTC's Deposit/Withdrawal at
Custodian ("DWAC") system to increase the Participant's account by a specified
number of shares, units, or obligations (a "Deposit Instruction"), Agent shall,
before 6:30 p.m. (Eastern Time) that day, either approve or cancel the Deposit
Instruction through the DWAC system.
On each day on which Agent is open for business and on which it receives an
instruction originated by a Participant through the DWAC system to decrease the
Participant's account by a specified number of shares, units, or obligations (a
"Withdrawal Instruction"), Agent shall, at or before 6:30 p.m. (Eastern Time)
that day, either approve or cancel the Withdrawal Instruction through the DWAC
system.
Agent agrees that its approval of a Deposit or Withdrawal Instruction shall
be deemed to be the receipt by DTC of a new reissued or reregistered
certificated security on registration of transfer to the name of Cede & Co. for
the quantity of securities evidenced by the Balance Certificate after the
Deposit or Withdrawal Instruction is effected.
C-9
<PAGE>
SCHEDULE A
----------
(Describe Issue)
First USA Credit Card Master Trust
$650,000,000 Class A 5.28% Asset Backed
Certificates, Series 1998-9
$44,828,000 Class B 5.55% Asset Backed
Certificates, Series 1998-9
<TABLE>
<CAPTION>
CUSIP Principal Amount Maturity Date Interest Rate
----- ---------------- -------------- -------------
<S> <C> <C> <C>
337435DS7 $200,000,000 September 18, 2006 5.28%
337435DS7 $200,000,000 September 18, 2006 5.28%
337435DS7 $200,000,000 September 18, 2006 5.28%
337435DS7 $ 50,000,000 September 18, 2006 5.28%
337435DT5 $ 44,828,000 September 18, 2006 5.55%
</TABLE>
C-10
<PAGE>
SCHEDULE B
----------
SAMPLE OFFICIAL STATEMENT LANGUAGE
DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
-----------------------------------
(Prepared By DTC--bracketed material may be applicable only to certain issues)
1. The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the securities (the "Securities"). The Securities
will be issued as fully-registered securities registered in the name of Cede &
Co. (DTC's partnership nominee). One fully-registered Security certificate will
be issued for [each issue of] the Securities, [each] in the aggregate principal
amount of such issue, and will be deposited with DTC. [If, however, the
aggregate principal amount of [any] issue exceeds $200 million, one certificate
will be issued with respect to each $200 million of principal amount and an
additional certificate will be issued with respect to any remaining principal
amount of such issue.]
2. DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Participants")
deposit with DTC. DTC also facilitates the settlement among Participants of
securities transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in Participants' accounts,
thereby eliminating the need for physical movement of securities certificates.
Direct Participants include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is owned
by a number of its Direct Participants and by the New York Stock Exchange, Inc.,
the American Stock Exchange, Inc., and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as
securities brokers and dealers, banks, and trust companies that clear through or
maintain a custodial relationship with a Direct Participant, either directly or
indirectly ("Indirect Participants"). The Rules applicable to DTC and its
Participants are on file with the Securities and Exchange Commission.
3. Purchases of Securities under the DTC system must be made by or
through Direct Participants, which will receive a credit for the Securities on
DTC's records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books
of Participants acting on behalf of Beneficial Owners. Beneficial Owners will
not receive certificates representing their ownership interests in Securities,
except in the event that use of the book-entry system for the Securities is
discontinued.
4. To facilitate subsequent transfers, all Securities deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Securities with DTC and their registration in the
name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Securities; DTC's records
reflect only the identity of the Direct Participants to whose accounts such
Securities are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
5. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
[6. Redemption notices shall be sent to DTC. If less than all of the
Securities within an issue are being redeemed, DTC's practice is to determine by
lot the amount of the interest of each Direct Participant in such issue to be
redeemed.]
C-11
<PAGE>
7. Neither DTC nor Cede & Co. will consent or vote with respect to
Securities. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as
soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts the
Securities are credited on the record date (identified in a listing attached to
the Omnibus Proxy).
8. Principal and interest payments on the Securities will be made to Cede
& Co., as nominee of DTC. DTC's practice is to credit Direct Participants'
accounts, upon DTC's receipt of funds and corresponding detail information from
Issuer or Agent, on payable date in accordance with their respective holdings
shown on DTC's records. Payments by Participants to Beneficial Owners will be
governed by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of such Participant and not of
DTC, Agent, or Issuer, subject to any statutory or regulatory requirements as
may be in effect from time to time. Payment of principal and interest to Cede &
Co. is the responsibility of Issuer or Agent, disbursement of such payments to
Direct Participants shall be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners shall be the responsibility of Direct and
Indirect Participants.
[9. A Beneficial Owner shall give notice to elect to have its Securities
purchased or tendered, through its Participant, to Agent [or Tender/ Remarketing
Agent], and shall effect delivery of such Securities by causing the Direct
Participant to transfer the Participant's interest in the Securities, on DTC's
records, to Agent [or Tender/Remarketing Agent]. The requirement for physical
delivery of Securities in connection with an optional tender or a mandatory
purchase will be deemed satisfied when the ownership rights in the Securities
are transferred by Direct Participants on DTC's records and followed by a book-
entry credit of tendered Securities to Agent [or Tender/Remarketing Agent's] DTC
account.]
10. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent. Under such circumstances, in the event that a successor securities
depository is not obtained, Security certificates are required to be printed and
delivered.
11. Issuer may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
Security certificates will be printed and delivered.
12. The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that Issuer believes to be reliable, but
Issuer takes no responsibility for the accuracy thereof.
C-12
<PAGE>
EXHIBIT D
MONTHLY ALLOCATIONS AND PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
FIRST USA BANK, N.A.
------------------------------------------------
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1998-9
------------------------------------------------
Monthly Period:
Distribution Date:
Transfer Date:
The undersigned, a duly authorized representative of First USA Bank, N.A. (the
"Bank"), as Servicer, pursuant to the Pooling and Servicing Agreement dated as
of September 1, 1992, as amended (the "Pooling and Servicing Agreement"), and
the Series 1998-9 Supplement, dated December 22, 1998 (the "Supplement"), by and
between the Bank and The Bank of New York (Delaware), as Trustee (the
"Trustee"), does hereby certify as follows:
1.051 Capitalized terms used in this Certificate have their respective
meanings set forth in the Pooling and Servicing Agreement;
provided, that the preceding "Monthly Period" shall mean the
Monthly Period immediately preceding the calendar month in which
this Certificate is delivered. References herein to certain
sections and subsections are references to the respective sections
and subsections of the Pooling and Servicing Agreement. This
Certificate is delivered pursuant to Section 4.09 of the Pooling
and Servicing Agreement.
1.052 The Bank is Servicer under the Pooling and Servicing Agreement.
1.053 The undersigned is a Servicing Officer.
1.054 The date of this notice is a Determination Date under the Pooling
and Servicing Agreement.
I. INSTRUCTION TO MAKE A WITHDRAWAL.
--------------------------------
Pursuant to Section 4.09, the Servicer does hereby instruct the Trustee (i)
to make a withdrawal from the Finance Charge Account on the above
referenced Transfer Date under the Pooling and Servicing Agreement, in an
aggregate amount as set forth below
D-1
<PAGE>
in respect of the following amounts and (ii) to apply the proceeds of such
withdrawal in accordance with Section 4.05:
1. A. Class A Finance Charge Allocations
Principal Funding Investment Proceeds N/A
Reserve Account Withdrawals N/A
-------------
Total Class A Available Funds
B. Pursuant to subsection 4.09(a)(i):
---------------------------------
1. Interest to be paid to Certificateholders at the
Certificate Rate for the Interest Period on the
Outstanding Principal Balance (30/360)
Class A
2. Overdue Interest
3. Default Interest
C. Pursuant to subsection 4.09(a)(ii):
----------------------------------
Class A Monthly Servicing Fee for the preceding
Monthly Period if First USA Bank, N.A., is no longer
Servicer
D. Pursuant to subsection 4.09(a)(iii):
-----------------------------------
Class A Investor Default Amount for the preceding
Monthly Period
-------------
E. Pursuant to subsection 4.09(a)(iv):
----------------------------------
Amount constituting Excess Finance Charge Collections
to be distributed per Section 4.13
=============
2. A. Class B Finance Charge Allocations
Principal Funding Investment Proceeds N/A
Reserve Account Withdrawals N/A
-------------
Total Class B Available Funds
B. Pursuant to subsections 4.09(b)(i):
----------------------------------
1. Interest to be paid to Certificateholders at
the Certificate Rate for the Interest Period on
the Invested Amount (30/360)
D-2
<PAGE>
Class B
2. Overdue Interest
3. Default Interest
C. Pursuant to subsection 4.09(b)(ii):
----------------------------------
Class B Monthly Servicing Fee for the preceding
Monthly Period if First USA Bank, N.A., is no longer
Servicer
-------------
D. Pursuant to subsection 4.09(b)(iii):
-----------------------------------
Amount constituting Excess Finance Charge Collections
distributed per Section 4.13
=============
3. A. Excess Collateral Finance Charge Allocations
Principal Funding Investment Proceeds N/A
Reserve Account Withdrawals N/A
-------------
Total Excess Collateral Available Funds
B. Pursuant to subsection 4.09(c)(i):
---------------------------------
Excess Collateral Monthly Servicing Fee for the
preceding Monthly Period if First USA Bank, N.A., is
no longer Servicer
-------------
C. Pursuant to subsections 4.09(c)(ii):
-----------------------------------
Amount constituting Excess Finance Charge Collections
to be distributed per Section 4.13
=============
4. A. Pursuant to subsections 4.09(a)(iv), 4.09(b)(iii) and
-----------------------------------------------------
4.09(c)(ii):
-----------
Amount constituting Excess Finance Charge Collections
to be distributed per Section 4.13
Total Excess Finance Charge Collections
=============
II. APPLICATION OF EXCESS FINANCE CHARGE COLLECTIONS
------------------------------------------------
Pursuant to Section 4.13, the Servicer hereby instructs the
Trustee to apply Excess Finance Charge Collections, determined
pursuant to the provisions of Section 4.09, in the following
priority:
D-3
<PAGE>
A. Pursuant to subsection 4.13(a):
------------------------------
The Class A Required Amount applied in accordance with
subsection 4.09(a)
B. Pursuant to subsection 4.13(b):
------------------------------
Amount of Class A Investor Charge-Offs
not previously reimbursed
C. Pursuant to subsection 4.13(c):
------------------------------
Amount equal to unpaid Class B Monthly Interest Due
on the Class B Outstanding Principal Balance
D. Pursuant to subsection 4.13(d):
------------------------------
Class B Investor Default Amount for the preceding
Monthly Period
E. Pursuant to subsection 4.13(e):
------------------------------
Reimbursement of Class B Invested Amount which has
been reduced for reasons other than principal payments
F. Pursuant to subsection 4.13(f):
------------------------------
1. Excess Collateral Monthly Interest for the preceding
Interest Period on the aggregate outstanding
principal balance of the Excess Collateral
(30/360)
2. Overdue Interest
3. Excess Collateral Default Amount
-------------
G. Pursuant to subsection 4.13(g):
------------------------------
Unpaid Investor Monthly Servicing Fee for the preceding
Monthly Period to be paid to First USA Bank, N.A.
D-4
<PAGE>
H. Pursuant to subsection 4.13(h):
------------------------------
Excess Collateral Default Amount for the preceding
Monthly Period
I. Pursuant to subsection 4.13(i):
------------------------------
Reimbursement of Excess Collateral Amount which has
been reduced for reasons other than principal payments
J. Pursuant to subsection 4.13(j):
------------------------------
The excess, if any, of the Required Reserve Account Amount
over Available Reserve Account Amount to be funded to the
Reserve Account
K. Pursuant to subsection 4.13(k):
------------------------------
Remaining amount to be paid to Excess Collateral Holders
Total (Excess F/C Collections from 4(A) above)
=============
III. APPLICATION OF PRINCIPAL COLLECTIONS
------------------------------------
Pursuant to Sections 4.05, 4.07, 4.09, 4.14 and 4.16, the Servicer hereby
instructs the Trustee to apply Principal Collections available on the
Transfer Date, determined pursuant to the provisions of the above sections,
in the following priority:
A. Principal Collections
---------------------
1. Class A Principal Collections
Class A Investor Default Amount (during Accumulation
Period)
Class A Investor Charge-Offs (during Accumulation
Period)
-------------
Total Class A Monthly Principal
2. Class B Principal Collections
Class B Investor Default Amount (during Accumulation
Period)
Class B Investor Charge-Offs (during Accumulation
Period)
-------------
Total Class B Monthly Principal
3. Excess Collateral Principal Collections
Excess Collateral Default Amt (during Accumulation
Period)
Excess Collateral Charge-Offs (during Accumulation
Period)
-------------
D-5
<PAGE>
Total Excess Collateral Monthly Principal
4. Excess Principal Collections (other series)
-------------
Total Principal Collections
=============
B. Allocation of Principal Collections
-----------------------------------
1. Amount of Excess Collateral Principal Reallocated to F/C Account
2. Amount of Class B Principal Reallocated to F/C Account
3. Amount of Investor Principal Collections to other Series
4. Payment of principal to Class A Certificateholders
5. Payment of principal to Class B Certificateholders
6. Payment of principal to Excess Collateral Holders
7. Payment of principal to Principal Funding Account
8. Amount returned to Bank
-------------
Total Principal Allocations
=============
D-6
<PAGE>
IV. TRUSTEE DISBURSEMENT SUMMARY
----------------------------
(1) Investor Monthly Servicing Fee paid to First USA Bank, N.A.
(2) Total Default Amounts paid to First USA Bank, N.A.
(3) Monthly Principal Collections to First USA Bank, N.A.
-------------
Total to First USA Bank
(4) Deposit to Reserve Account
(5) Interest payment to Class A Certificateholders (DTC)
(6) Interest payment to Class B Certificateholders (DTC)
(7) Interest payment to Excess Collateral Holders
(8) Certificate Principal to Principal Funding Account
(9) Principal to Certificateholders (DTC)
(10) Investor Principal Collections to other Series
(11) Monthly Principal Payment to Excess Collateral Holders
(12) Excess Spread paid to Excess Collateral Holders
Total Disbursements
=============
Total Class A, B and Excess Collateral funds to be
allocated
=============
-----------------------
D-7
<PAGE>
EXHIBIT E
MONTHLY CERTIFICATEHOLDERS' STATEMENT
FIRST USA BANK, N.A.
------------------------------------------------
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1998-9
------------------------------------------------
Monthly Period:
Distribution Date:
Transfer Date:
Under Section 5.02 of the Pooling and Servicing Agreement dated as of September
1, 1992, as amended (the "Pooling and Servicing Agreement") by and between First
USA Bank, N.A. (the "Bank") and The Bank of New York (Delaware), as trustee (the
"Trustee") the Bank, as Servicer, is required to prepare certain information
each month regarding current distributions to Certificateholders and the
performance of the First USA Credit Card Master Trust (the "Trust") during the
previous month. The information which is required to be prepared with respect to
the Distribution Date noted above and with respect to the performance of the
Trust during the month noted above is set forth below. Certain information is
presented on the basis of an original principal amount of $1,000 per Series
1998-9 Certificate (a "Certificate"). Certain other information is presented
based on the aggregate amount for the Trust as a whole. Capitalized terms used
in this Monthly Certificateholders' Statement have their respective meanings set
forth in the Pooling and Servicing Agreement.
1. Information Regarding the Current Monthly Distribution.
------------------------------------------------------
A. The total amount of the distribution to
Certificateholders on the Distribution Date per
$1,000 original certificate principal amount
Class A
Class B
Excess Collateral Amt.
E-1
<PAGE>
B. The amount of the distribution
in respect of interest on the Certificates,
per $1,000 original certificate principal amount
Class A
Class B
Excess Collateral Amt.
C. The amount of the distribution
in respect of principal on the Certificates, per
$1,000 original certificate principal amount
Class A
Class B
Excess Collateral Amt.
2. Information Regarding the Performance of the Trust.
--------------------------------------------------
A. Allocation of Principal Receivables.
-----------------------------------
The aggregate amount of Allocations of Principal
Receivables processed during the Monthly Period
which were allocated in respect of the Certificates
Class A
Class B
Excess Collateral Amt.
-------------
Total
=============
B. Allocation of Finance Charge Receivables.
----------------------------------------
(a) The aggregate amount of Allocations of Finance
Charge Receivables processed during the Monthly
Period which were allocated in respect of the
Certificates
E-2
<PAGE>
Class A
Class B
Excess Collateral Amt.
-------------
Total
=============
(b) Principal Funding Investment Proceeds (to Class A) N/A
(c) Withdrawals from Reserve Account (to Class A) N/A
-------------
Class A Available Funds
=============
(d) Principal Funding Investment Proceeds (to Class B) N/A
-------------
(e) Withdrawals from Reserve Account (to Class B) N/A
-------------
Class B Available Funds
=============
(f) Principal Funding Investment Proceeds (to Excess
Collateral) N/A
-------------
(g) Withdrawals from Reserve Account (to Excess Collateral) N/A
-------------
Excess Collateral Available Funds
=============
(h) Total Principal Funding Investment Proceeds
(i) Earnings on Reserve Account deposits
C. Principal Receivables / Investor Percentages.
--------------------------------------------
(a) The aggregate amount of Principal Receivables in
the Trust as of the last day of the Monthly Period
(b) Invested Amount as of the last day of the preceding
month (Adjusted Invested Amount during
Accumulation Period)
Class A
Class B
Excess Collateral Amt.
----------------------------
Total
E-3
<PAGE>
(c) The Floating Allocation Percentage: The Invested
Amount set forth in paragraph 2.C.(b) above as a
percentage of the aggregate amount of Principal
Receivables set forth in paragraph 2.C.(a) above
Class A
Class B
Excess Collateral Amt.
------------
Total
(d) During the Amortization Period: The Invested
Amount as of _______ (the last day of the Revolving
Period)
Class A N/A
Class B N/A
Excess Collateral Amt. N/A
------------
Total N/A
(e) The Fixed/Floating Allocation Percentage: The Invested
Amount set forth in paragraph 2.C.(d) above as a
percentage of the aggregate amount of Principal
Receivables set forth in paragraph 2.C.(a) above
Class A N/A
Class B N/A
Excess Collateral Amt. N/A
------------
Total N/A
E-4
<PAGE>
D. Delinquent Balances.
-------------------
The aggregate amount of outstanding balances in the
Accounts which were delinquent as of the end of the day
on the last day of the Monthly Period
(a) 35 - 64 days
(b) 65 - 94 days
(c) 95 - 124 days
(d) 125 - 154 days
(e) 155 or more days
------------
Total
============
E. Monthly Investor Default Amount.
-------------------------------
The aggregate amount of all defaulted Principal
Receivables written off as uncollectible during the
Monthly Period allocable to the Invested
Amount (the aggregate "Investor Default
Amount")
Class A
Class B
Excess Collateral Amt.
------------
Total
============
F. Investor Charge-Offs & Reimbursements of Charge-Offs.
----------------------------------------------------
(a) The aggregate amount of Class A Investor Charge-
Offs and the reductions in the Class B Invested
Amount and the Excess Collateral Amount
Class A
Class B
Excess Collateral Amt.
------------
Total
============
E-5
<PAGE>
(b) The aggregate amount of Class A Investor Charge-
Offs reimbursed and the reimbursement of
reductions in the Class B Invested Amount and the
Excess Collateral Amount
Class A
Class B
Excess Collateral Amt.
------------
Total
============
G. Investor Servicing Fee.
----------------------
The amount of the Investor Monthly Servicing Fee
payable by the Trust to the Servicer for the
Monthly Period
Class A
Class B
Excess Collateral Amt.
------------
Total
============
H. Reallocated Principal Collections.
---------------------------------
The amount of Reallocated Excess Collateral and Class B
Principal Collections applied in respect of Interest
Shortfalls, Investor Default Amounts or Investor
Charge-Offs for the prior month.
Class B
Excess Collateral Amt.
------------
Total
============
I. Excess Collateral Amount.
------------------------
The amount of the Excess Collateral Amount as of the
close of business on the related Distribution Date after
giving effect to withdrawals, deposits and payments to
be made in respect of the preceding month
E-6
<PAGE>
J. The Portfolio Yield.
-------------------
The Portfolio Yield for the related Monthly Period
K. The Base Rate.
-------------
The Base Rate for the related Monthly Period
3. Information Regarding the Principal Funding Account.
---------------------------------------------------
A. Accumulation Period
-------------------
(a) Accumulation Period Commencement Date
(b) Accumulation Period length (months)
(c) Accumulation Period Factor
(d) Required Accumulation Factor Number
(e) Controlled Accumulation Amount
(f) Minimum Payment Rate (last 12 months)
B. Principal Funding Account.
-------------------------
Beginning Balance
Plus: Principal Collections for Related Monthly Period from
Principal Account
Plus: Interest on Principal Funding Account Balance for
Related Monthly Period N/A
Less: Withdrawals to Finance Charge Account N/A
Less: Withdrawals to Distribution Account
------------
Ending Balance
E-7
<PAGE>
C. Accumulation Shortfall.
----------------------
The Controlled Deposit Amount for the previous
Monthly Period N/A
Less: The amount deposited into the Principal Funding
Account for the Previous Monthly Period N/A
------------
Accumulation Shortfall N/A
============
Aggregate Accumulation Shortfalls N/A
============
D. Principal Funding Investment Shortfall.
--------------------------------------
Covered Amount N/A
Less: Principal Funding Investment Proceeds N/A
------------
Principal Funding Investment Shortfall N/A
4. Information Regarding the Reserve Account.
-----------------------------------------
A. Required Reserve Account Analysis.
---------------------------------
(a) Required Reserve Account Amount percentage
(0.5% of Class A Invested Amount or other amount
designated by Transferor)
(b) Required Reserve Account Amount ($)
(c) Required Reserve Account Balance after effect of
any transfers on the Related Transfer Date
(d) Reserve Draw Amount transferred to the Finance
Charge Account on the Related Transfer Date
E-8
<PAGE>
B. Reserve Account Investment Proceeds.
-----------------------------------
Reserve Account Investment Proceeds transferred to the
Finance Charge Account on the Related Transfer Date N/A
C. Withdrawals from the Reserve Account.
------------------------------------
Total Withdrawals from the Reserve Account transferred
to the Finance Charge Account on the Related Transfer
Date (4.A.(d) plus 4.B. above) N/A
D. The Portfolio Adjusted Yield.
----------------------------
The Portfolio Adjusted Yield for the related Monthly Period
E-9
<PAGE>
EXHIBIT F
[DATE]
First USA Bank, N.A.
201 North Walnut Street
Wilmington, Delaware 19801
The Bank of New York (Delaware)
White Clay Center
Route 273
Newark, Delaware 19711
Re: Excess Collateral, Series 1998-9
--------------------------------
Ladies and Gentlemen:
In connection with our proposed purchase of $52,299,000 in principal amount
of First USA Credit Card Master Trust, Excess Collateral, Series 1998-9 (the
"Excess Collateral"), we confirm that:
1. We have received such information and documentation as we deem
necessary in order to make our investment decision. We understand that such
information and documentation speaks only as of its date and that the
information contained therein may not be correct or complete as of any time
subsequent to such date.
2. We agree to be bound by the restrictions and conditions set forth in
the Pooling and Servicing Agreement, dated as of September 1, 1992, as amended
and as supplemented by the Series 1998-9 Supplement dated as of December 22,
1998 (the "Series 1998-9 Supplement" and together with the Pooling and Servicing
Agreement, the "Pooling and Servicing Agreement"), each by and between First USA
Bank, N.A., as transferor and servicer, and The Bank of New York (Delaware)
relating to the Excess Collateral and agree to be bound by, and not reoffer,
resell, pledge or otherwise transfer (any such act, a "Transfer") the Excess
Collateral except in compliance with such restrictions and conditions including
but not limited to those in Section 11 of the Series 1998-9 Supplement.
F-1
<PAGE>
3. We understand that the Excess Collateral has not been and will not be
registered under the Securities Act of 1933, as amended (the "Securities Act")
or any state securities law and agree that the Excess Collateral may be
reoffered, resold, pledged or otherwise transferred only in compliance with the
Securities Act and other applicable laws and only (i) to the Transferor or (ii)
to a limited number of institutional "accredited investors" (as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and in a transaction
exempt from the registration requirements of the Securities Act (upon delivery
of the documentation required by the Pooling and Servicing Agreement and, if the
Trustee so requires, an opinion of counsel satisfactory to the Trustee).
4. We have neither acquired nor will we Transfer any Excess Collateral we
acquire (or any interest therein) or cause any Excess Collateral (or any
interest therein) to be marketed on or through an "established securities
market" within the meaning of Section 7704(b)(1) of the Internal Revenue Code of
1986, as amended (the "Code") and any treasury regulation thereunder, including,
without limitation, an over-the-counter-market or an interdealer quotation
system that regularly disseminates firm buy or sell quotations.
5. We are not and will not become, for so long as we own any interest in
the Excess Collateral, a partnership, Subchapter S corporation or grantor trust
for United States federal income tax purposes or, if we are such a Person, the
Excess Collateral does not represent more than 50% of the value of all of our
assets.
6. We are a person who is either (A)(i) a citizen or resident of the
United States, (ii) a corporation or other entity organized in or under the laws
of the United States or any political subdivision thereof or (iii) a person not
described in (i) or (ii) whose ownership of the Excess Collateral is effectively
connected with a such person's conduct of a trade or business within the United
States (within the meaning of the Code) or (B) an estate or trust the income of
which is includible in gross income for United States federal income tax
purposes. We agree that (a) if we are a person described in clause (A)(i) or
(A)(ii) above, we will furnish to the person from whom we are acquiring an
interest in the Excess Collateral, the Servicer and the Trustee, a properly
executed U.S. Internal Revenue Service Form W-9 and a new Form W-9, or any
successor applicable form, upon the expiration or obsolescence of any previously
delivered form or (b) if we are a person described in clause (A)(iii)
F-2
<PAGE>
above, we will furnish to the person from whom we are acquiring an interest in
the Excess Collateral, the Servicer and the Trustee, a properly executed U.S.
Internal Revenue Service Form 4224 and a new Form 4224, or any successor
applicable form, upon the expiration or obsolescence of any previously delivered
form (and, in each case, such other certifications, representations or opinions
of counsel as may be requested by the Trustee). We recognize that if we are a
tax-exempt entity, payments with respect to the Excess Collateral may constitute
unrelated business taxable income.
7. We understand that a subsequent Transfer of the Excess Collateral will
be void if such Transfer would cause the number of Targeted Holders (as defined
in the Series 1998-9 Supplement) to exceed ninety nine.
8. We understand that the opinion of tax counsel that the Trust is not a
publicly traded partnership taxable as a corporation is dependent in part on
the accuracy of the representations in paragraphs 4 and 5.
9. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3), or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Excess Collateral,
and we and any account for which we are acting are each able to bear the
economic risk of our or its investment.
10. We are acquiring the Excess Collateral purchased by us for our own
account or for a single account (each of which is an institutional "accredited
investor") as to which we exercise sole investment discretion.
11. We are not (a) an "employee benefit plan" (as defined in Section 3(3)
of ERISA), including governmental plans and church plans, (b) a plan described
in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the
"Code") including individual retirement accounts and Keogh plans, or (c) any
other entity whose underlying assets include "plan assets" (as defined in United
States Department of Labor ("DOL") Regulation Section 2510.3-101, 29 C.F.R.
(S)2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the
entity, including, without limitation, an insurance company general account
12. We understand that any purported Transfer of any Excess Collateral
Amount in contravention of the restrictions and
F-3
<PAGE>
conditions in paragraphs 1 through 11 above (including any violation of the
representation in paragraph 5 by an investor who continues to hold a Excess
Collateral occurring any time after the Transfer in which it acquired such
Excess Collateral) shall be null and void and the purported transferee shall not
be recognized by the Trust or any other person as an Excess Collateral Holder
for any purpose.
13. We further understand that, on any proposed resale, pledge or transfer
of any Excess Collateral, we will be required to furnish to the Trustee and the
Registrar, such certifications and other information as the Trustee or the
Registrar may reasonably require to confirm that the proposed sale complies
with the foregoing restrictions and with the restrictions and conditions of the
Excess Collateral and the Pooling and Servicing Agreement pursuant to which the
Excess Collateral were issued and we agree that if we determine to Transfer any
Excess Collateral, we will cause our proposed transferee to provide the
Transferor, the Servicer and the Trustee with a letter substantially in the form
of this letter. We further understand that the Excess Collateral purchased by
us will bear a legend to the foregoing effect.
14. The person signing this letter on behalf of the ultimate beneficial
purchaser of the Excess Collateral has been duly authorized by such beneficial
purchaser of the Excess Collateral to do so.
You are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.
Very truly yours,
[full legal name of purchaser]
By:
---------------------------------
Name:
Title:
F-4
