Exhibit 4.14
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BANK ONE ISSUANCE TRUST
as Issuer
CLASS B(2002-1) TERMS DOCUMENT
dated as of May 1, 2002
to
ONESERIES INDENTURE SUPPLEMENT
dated as of May 1, 2002
to
INDENTURE
dated as of May 1, 2002
▇▇▇▇▇ FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
as Indenture Trustee and Collateral Agent
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THIS CLASS B(2002-1) TERMS DOCUMENT (this "Terms Document"),
by and between BANK ONE ISSUANCE TRUST, a statutory business trust created under
the laws of the State of Delaware (the "Issuer"), having its principal office at
c/o Wilmington Trust Company, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇, and ▇▇▇▇▇ FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national
banking association, as indenture trustee (the "Indenture Trustee") and
collateral agent (the "Collateral Agent"), is made and entered into as of May 1,
2002.
Pursuant to this Terms Document, the Issuer and the Indenture
Trustee shall create a new Tranche of ONEseries Class B Notes and shall specify
the principal terms thereof.
ARTICLE I
Definitions and Other Provisions of General Application
Section 1.1 Definitions. For all purposes of this Terms Document, except as
otherwise expressly provided or unless the context otherwise requires:
(1) the terms defined in this Article have the meanings assigned to
them in this Article, and include the plural as well as the singular;
(2) all other terms used herein which are defined in the Indenture
Supplement, the Indenture or the Asset Pool Supplement, either
directly or by reference therein, have the meanings assigned to them
therein;
(3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted
accounting principles and, except as otherwise herein expressly
provided, the term "generally accepted accounting principles" with
respect to any computation required or permitted hereunder means such
accounting principles as are generally accepted in the United States
of America at the date of such computation;
(4) all references in this Terms Document to designated "Articles,"
"Sections" and other subdivisions are to the designated Articles,
Sections and other subdivisions of this Terms Document as originally
executed;
(5) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Terms Document as a whole and not to any
particular Article, Section or other subdivision;
(6) in the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision contained
in the Indenture Supplement, the Indenture or the Asset Pool
Supplement, the terms and provisions of this Terms Document shall be
controlling;
(7) each capitalized term defined herein shall relate only to the
Class B(2002-1) Notes and no other Tranche of ONEseries Notes issued
by the Issuer; and
(8) "including" and words of similar import will be deemed to be
followed by "without limitation."
"Asset Pool Supplement" means the Asset Pool One Supplement to the
Indenture, dated as of May 1, 2002 among the Issuer, the Indenture Trustee and
the Collateral Agent, as amended, supplemented, restated or otherwise modified
from time to time.
"Base Rate" has the meaning specified in the Indenture Supplement.
"BDL" means Banque de Luxembourg.
"Calculation Agent" is defined in Section 2.4(a).
"Class B(2002-1) Adverse Event" means the occurrence of any of the
following: (a) an Early Amortization Event with respect to the Class B(2002-1)
Notes, (b) an Event of Default and acceleration of the Class B(2002-1) Notes or
(c) the Class B Usage of the Class C Required Subordinated Amount for the Class
B(2002-1) Notes becomes greater than zero.
"Class B(2002-1) Note" means any Note, substantially in the form set
forth in Exhibit A-2 to the Indenture Supplement, designated therein as a Class
B(2002-1) Note and duly executed and authenticated in accordance with the
Indenture.
"Class B(2002-1) Noteholder" means a Person in whose name a Class
B(2002-1) Note is registered in the Note Register.
"Class B(2002-1) Termination Date" means the earliest to occur of (a)
the Principal Payment Date on which the Outstanding Dollar Principal Amount of
the Class B(2002-1) Notes is paid in full, (b) the Legal Maturity Date and (c)
the date on which the Indenture is discharged and satisfied pursuant to Article
V thereof.
"Class B Required Subordinated Amount of Class C Notes" is defined in
Section 2.2.
2
"Controlled Accumulation Amount" means $20,833,333.34; provided,
however, if the Accumulation Period Length is determined to be less than twelve
months pursuant to Section 3.12(b)(ii) of the Indenture Supplement, the
Controlled Accumulation Amount shall be the amount specified in the definition
of "Controlled Accumulation Amount" in the Indenture Supplement.
"Excess Spread Percentage" has the meaning specified in the Indenture
Supplement.
"Indenture" means the Indenture, dated as of May 1, 2002, between the
Issuer and the Indenture Trustee, as the same may be amended, supplemented,
restated or otherwise modified from time to time.
"Indenture Supplement" means the ONEseries Indenture Supplement, dated
as of May 1, 2002, between the Issuer, the Indenture Trustee and the Collateral
Agent, as amended, supplemented or restated from time to time.
"Initial Dollar Principal Amount" means $250,000,000.
"Interest Payment Date" means June 17, 2002 and the 15th day of each
month thereafter, or if such 15th day is not a Business Day, the next succeeding
Business Day.
"Interest Period" means, with respect to any Interest Payment Date,
the period from and including the previous Interest Payment Date (or in the case
of the initial Interest Payment Date, from and including the Issuance Date) to
but excluding such Interest Payment Date.
"Issuance Date" means May 1, 2002.
"Legal Maturity Date" means December 15, 2009.
"LIBOR" means, for any Interest Period, the London interbank offered
rate for one-month United States dollar deposits determined by the Trustee on
the LIBOR Determination Date for each Interest Period in accordance with the
provisions of Section 2.4.
"LIBOR Determination Date" means (1) April 29, 2002 for the period
from and including the Issuance Date through but excluding May 15, 2002, (2) May
13, 2002 for the period from and including May 15, 2002 through but excluding
June 17, 2002 and (3) for each interest period thereafter, the second London
Business Day prior to the commencement of the second and each subsequent
Interest Period.
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"London Business Day" means any Business Day on which dealings in
deposits in United States Dollars are transacted in the London interbank market.
"Note Interest Rate" means a rate per annum equal to 0.38% in excess
of LIBOR as determined by the Calculation Agent on the related LIBOR
Determination Date with respect to each Interest Period.
"Paying Agent" means ▇▇▇▇▇ Fargo Bank Minnesota, National Association.
"Portfolio Yield" has the meaning specified in the Indenture
Supplement.
"Predecessor Note" means, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 3.06 of the Indenture in lieu of a
mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same
debt as the mutilated, lost, destroyed or stolen Note.
"Record Date" means, for any Note Transfer Date, the last Business Day
of the preceding Monthly Period.
"Reference Banks" means four major banks in the London interbank
market selected by the Beneficiary.
"Scheduled Principal Payment Date" means April 16, 2007.
"Stated Principal Amount" means $250,000,000.
"Telerate Page 3750" means the display page currently so designated on
the Bridge Telerate Market Report (or such other page as may replace that page
on that service for the purpose of displaying comparable rates or prices).
"Tranche" has the meaning specified in the Indenture.
Section 1.2 Governing Law. THIS TERMS DOCUMENT WILL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY 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 1.3 Counterparts. This Terms Document may be executed in any number
of counterparts, each of which so executed will be deemed to be an original, but
all such counterparts will together constitute but one and the same instrument.
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Section 1.4 Ratification of Indenture and Indenture Supplement. As
supplemented by this Terms Document, each of the Indenture, the Asset Pool
Supplement and the Indenture Supplement is in all respects ratified and
confirmed and the Indenture as so supplemented by the Asset Pool Supplement and
the Indenture Supplement as so supplemented by this Terms Document shall be
read, taken and construed as one and the same instrument.
[END OF ARTICLE I]
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ARTICLE II
The Class B(2002-1) Notes
Section 2.1 Creation and Designation. There is hereby created a Tranche of
ONEseries Class B Notes to be issued pursuant to the Indenture and the Indenture
Supplement to be known as the "ONEseries Class B(2002-1) Notes."
Section 2.2 Specification of Required Subordinated Amount and Other Terms.
For the Class B(2002-1) Notes, for any date of determination, the Class B
Required Subordinated Amount of Class C Notes will be an amount equal to:
(a) for any date of determination prior to the occurrence of a
Class B(2002-1) Adverse Event, the product of
(1) the sum of
(i) a fraction (x) the numerator of which is equal to the
sum of the Class A Required Subordinated Amount of Class C Notes on such date of
determination for all outstanding Tranches of ONEseries Class A Notes for which
the Class A Required Subordinated Amount of Class B Notes on such date of
determination is greater than zero and (y) the denominator of which is equal to
the Adjusted Outstanding Dollar Principal Amount on such date of determination
of all outstanding ONEseries Class B Notes (including the Class B(2002-1)
Notes), and
(ii) the product of (x) 7.81671% and (y) a fraction (A)
the numerator of which is equal to (1) the Adjusted Outstanding Dollar Principal
Amount on such date of determination of all outstanding ONEseries Class B Notes
(including the Class B(2002-1) Notes) minus (2) the Class A Required
Subordinated Amount of Class B Notes on such date of determination for all
outstanding Tranches of ONEseries Class A Notes for which the Class A Required
Subordinated Amount of Class B Notes is greater than zero; provided, however,
that such numerator shall not be less than zero and (B) the denominator of which
is equal to the Adjusted Outstanding Dollar Principal Amount on such date of
determination of all outstanding ONEseries Class B Notes (including the Class
B(2002-1) Notes), and
(2) the Adjusted Outstanding Dollar Principal Amount on such
date of determination of the Class B(2002-1) Notes; and
(b) for any date of determination on and after the date on which a
Class B(2002-1) Adverse Event shall have occurred, the greater of (1) the amount
determined in subsection 2.2(a) for such date of determination and (2) the
amount determined in subsection 2.2(a) for the date immediately prior to the
date on which such Class B(2002-1) Adverse Event shall have occurred.
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The Issuer may change the percentage set forth in subsection
2.2(a)(1)(ii)(x), above, or the formula set forth in clause (a), above, without
the consent of any Noteholder so long as the Issuer has (i) received written
confirmation from each Note Rating Agency that has rated any Outstanding Notes
of the ONEseries that the change in such percentage or formula will not result
in a Ratings Effect with respect to any Outstanding Class B(2002-1) Notes and
(ii) delivered to the Indenture Trustee and the Note Rating Agencies a Master
Trust Tax Opinion and an Issuer Tax Opinion.
Section 2.3 Interest Payment.
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(a) For each Interest Payment Date, the amount of interest due
with respect to the Class B(2002-1) Notes shall be an amount equal to
one-twelfth of the product of (i) (A) a fraction, the numerator of which is the
actual number of days in the related Interest Period and the denominator of
which is 360, times (B) the Note Interest Rate in effect with respect to the
related Interest Period, times (ii) the Outstanding Dollar Principal Amount of
the Class B(2002-1) Notes determined as of the close of business on the Interest
Payment Date preceding the related Note Transfer Date for the Class B(2002-1)
Notes; provided, however, that for the first Interest Payment Date, the amount
of interest due with respect to the Class B(2002-1) Notes shall be an amount
equal to the sum of (I) the product of (x) the Outstanding Dollar Principal
Amount of the Class B(2002-1) Notes on the Issuance Date, (y) 14 divided by 360
and (z) the Note Interest Rate in effect with respect to the Class B(2002-1)
Notes determined on April 29, 2002 and (II) the product of (x) the Outstanding
Dollar Principal Amount of the Class B(2002-1) Notes on the Issuance Date, (y)
33 divided by 360 and (z) the Note Interest Rate in effect with respect to the
Class B(2002-1) Notes determined on May 13, 2002. Interest on the Class
B(2002-1) Notes will be calculated on the basis of the actual number of days
elapsed and a 360-day year.
(b) Pursuant to Section 3.03 of the Indenture Supplement, on each
Note Transfer Date with respect to the Class B(2002-1) Notes, the Indenture
Trustee shall deposit into the Class B(2002-1) Interest Funding Sub-Account the
portion of ONEseries Available Finance Charge Collections allocable to the Class
B(2002-1) Notes.
Section 2.4 Calculation Agent; Determination of LIBOR.
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(a) The Issuer hereby agrees that for so long as any Class B
(2002-1) Notes are Outstanding, there shall at all times be an agent appointed
to calculate LIBOR for each Interest Period (the "Calculation Agent"). The
Issuer hereby initially appoints the Indenture Trustee as the Calculation Agent
for purposes of determining LIBOR for each Interest Period. The Calculation
Agent may be removed by the Issuer at any time. If the Calculation Agent is
unable or unwilling to act as such or is removed by the Issuer, or if the
Calculation Agent fails to determine LIBOR for an Interest Period, the Issuer
shall promptly appoint a replacement Calculation Agent that does not control or
is not controlled by or under common control with the Issuer or its Affiliates.
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The Calculation Agent may not resign its duties, and the Issuer may not remove
the Calculation Agent, without a successor having been duly appointed.
(b) On each LIBOR Determination Date, the Calculation Agent shall
determine LIBOR on the basis of the rate for deposits in United States dollars
for a one-month period which appears on Telerate Page 3750 or on such comparable
system as is customarily used to quote LIBOR as of 11:00 a.m., London time, on
such date. If such rate does not appear on Telerate Page 3750 or on a comparable
system as is customarily used to quote LIBOR the rate for that LIBOR
Determination Date shall be determined on the basis of the rates at which
deposits in United States dollars are offered by the Reference Banks at
approximately 11:00 a.m., London time, on that day to prime banks in the London
interbank market for a one-month period. The Calculation Agent shall request the
principal London office of each of the Reference Banks to provide a quotation of
its rate. If at least two such quotations are provided, the rate for that LIBOR
Determination Date shall be the arithmetic mean of the quotations. If fewer than
two quotations are provided as requested, the rate for that LIBOR Determination
Date will be the arithmetic mean of the rates quoted by major banks in New York
City, selected by the Beneficiary, at approximately 11:00 a.m., New York City
time, on that day for loans in United States dollars to leading European banks
for a one-month period.
(c) The Note Interest Rate applicable to the then current and the
immediately preceding Interest Periods may be obtained by telephoning the
Indenture Trustee at its corporate trust office at (▇▇▇) ▇▇▇-▇▇▇▇ or such other
telephone number as shall be designated by the Indenture Trustee for such
purpose by prior written notice by the Indenture Trustee to each Noteholder from
time to time.
(d) On each LIBOR Determination Date, the Calculation Agent shall send
to the Indenture Trustee and the Beneficiary, by facsimile transmission,
notification of LIBOR for the following Interest Period.
Section 2.5 Payments of Interest and Principal.
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(a) Any installment of interest or principal, if any, payable on any
Class B(2002-1) Note which is punctually paid or duly provided for by the Issuer
and the Indenture Trustee on the applicable Interest Payment Date or Principal
Payment Date shall be paid by the Paying Agent to the Person in whose name such
Class B(2002-1) Note (or one or more Predecessor Notes) is registered on the
Record Date, by wire transfer of immediately available funds to such Person's
account as has been designated by written instructions received by the Paying
Agent from such Person not later than the close of business on the third
Business Day preceding the date of payment or, if no such account has been so
designated, by check mailed first-class, postage prepaid to such Person's
address as it appears on the Note Register on such Record Date, except that with
respect to Notes registered on the Record Date in the name of the nominee of
Cede & Co., payment shall be made by wire transfer in immediately available
funds to the account designated by such nominee.
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(b) The right of the Class B(2002-1) Noteholders to receive payments
from the Issuer will terminate on the first Business Day following the Class
B(2002-1) Termination Date.
Section 2.6 Form of Delivery of Class B(2002-1) Notes; Depository;
Denominations.
(a) The Class B(2002-1) Notes shall be delivered in the form of a
global Registered Note as provided in Sections 2.02 and 3.01(i) of the
Indenture, respectively.
(b) The Depository for the Class B(2002-1) Notes shall be The
Depository Trust Company, and the Class B(2002-1) Notes shall initially be
registered in the name of Cede & Co., its nominee.
(c) The Class B(2002-1) Notes will be issued in minimum denominations
of $1,000 and integral multiples of that amount.
Section 2.7 Delivery and Payment for the Class B(2002-1) Notes. The Issuer
shall execute and deliver the Class B(2002-1) Notes to the Indenture Trustee for
authentication, and the Indenture Trustee shall deliver the Class B(2002-1)
Notes when authenticated, each in accordance with Section 3.03 of the Indenture.
Section 2.8 Supplemental Indenture. The Issuer may enter into a
supplemental indenture with respect to the Class B(2002-1) Notes as provided in
Section 9.01 of the Indenture, provided, however, that any supplemental
indenture which provides for an additional or alternative form of credit
enhancement for the Class B(2002-1) Notes shall, in addition to the requirements
set forth in Section 9.01 of the Indenture, require confirmation from the Note
Rating Agencies that have rated any Outstanding Notes of the ONEseries that such
change in credit enhancement will not result in a Ratings Effect with respect to
any Outstanding Notes of the ONEseries.
Section 2.9 Appointment of co-Paying Agent and co-Transfer Agent. BDL
is appointed as co-paying agent and as co-transfer agent in Luxembourg with
respect to the Class B(2002-1) Notes for so long as the Class B(2002-1) Notes
are listed on the Luxembourg Stock Exchange. Any reference in this Terms
Document, the Indenture Supplement, the Asset Pool Supplement and the Indenture
to the Paying Agent or the Transfer Agent shall be deemed to include BDL as
co-paying agent or co-transfer agent, as the case may be, unless the context
requires otherwise.
[END OF ARTICLE II]
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IN WITNESS WHEREOF, the parties hereto have caused this Terms Document
to be duly executed, all as of the day and year first above written.
BANK ONE ISSUANCE TRUST
By: FIRST USA BANK, NATIONAL ASSOCIATION,
as Beneficiary and not in its
individual capacity
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: First Vice President
Attest:
▇▇▇▇▇ FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, as Indenture Trustee and
Collateral Agent
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President
Attest:
TABLE OF CONTENTS
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PAGE
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ARTICLE I
Definitions and Other Provisions of General Application
Section 1.1 Definitions ........................................................... 1
Section 1.2 Governing Law ......................................................... 4
Section 1.3 Counterparts .......................................................... 4
Section 1.4 Ratification of Indenture and Indenture Supplement .................... 4
ARTICLE II
The Class B(2002-1) Notes
Section 2.1 Creation and Designation .............................................. 5
Section 2.2 Specification of Required Subordinated Amount and Other Terms ......... 5
Section 2.3 Interest Payment ...................................................... 6
Section 2.4 Calculation Agent; Determination of LIBOR. ............................ 6
Section 2.5 Payments of Interest and Principal .................................... 7
Section 2.6 Form of Delivery of Class B(2002-1) Notes; Depository; Denominations .. 8
Section 2.7 Delivery and Payment for the Class B(2002-1) Notes .................... 8
Section 2.8 Supplemental Indenture ................................................ 8
Section 2.9 Appointment of co-Paying Agent and co-Transfer Agent .................. 8