FIRST USA BANK, N.A.
Transferor and Servicer
and
THE BANK OF NEW YORK (DELAWARE)
on behalf of the Certificateholders
_____________________________
SERIES 1999-_ SUPPLEMENT
Dated as of _____, ______
to
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1992, as amended
__________________________
$_____________
FIRST USA CREDIT CARD MASTER TRUST
Series 1999-_
TABLE OF CONTENTS
Page
SECTION 1. Designation . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 2. Definitions . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 3. Reassignment and Transfer Terms . . . . . . . . . . . . . . 27
SECTION 4. Delivery and Payment for the Series 1999-_
Certificates . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 5. Depositary; Form of Delivery of the Series
1999-_ Certificates . . . . . . . . . . . . . . . . . . . 28
SECTION 6. Article IV of Agreement . . . . . . . . . . . . . . . . . . 28
Article IV
Rights of Certificateholders and
Allocation and Application of Collections . . . . . . 29
Section 4.04 Rights of Certificateholders . . . . . . . . . . . . . 29
Section 4.05 Collections and Allocation . . . . . . . . . . . . . . 30
Section 4.06 Determination of Monthly Interest for
the Series 1999-_ Certificates . . . . . . . . . . . . 35
Section 4.07 Determination of Monthly Principal . . . . . . . . . . 37
Section 4.08 Coverage of Required Amount for the
Investor Certificates . . . . . . . . . . . . . . . . 39
Section 4.09 Monthly Payments . . . . . . . . . . . . . . . . . . . 40
Section 4.10 Payment of Class A Certificate and
Class B Certificate Interest . . . . . . . . . . . . . 46
Section 4.11 [Reserved] . . . . . . . . . . . . . . . . . . . . . . 46
Section 4.12 Investor Charge-Offs . . . . . . . . . . . . . . . . . 46
Section 4.13 Excess Finance Charge Collections for
the Series 1999-_ Certificates . . . . . . . . . . . . 48
Section 4.14 Reallocated Principal Collections for
the Series 1999-_ Certificates . . . . . . . . . . . . 51
Section 4.15 [RESERVED] . . . . . . . . . . . . . . . . . . . . . . 52
Section 4.16 Principal Funding Account . . . . . . . . . . . . . . 53
Section 4.17 Reserve Account . . . . . . . . . . . . . . . . . . . 55
SECTION 7. Article V of the Agreement . . . . . . . . . . . . . . . . 57
Article V
Distributions and Reports to Investor
Certificateholders . . . . . . . . . . . . . . 57
Section 5.01 Distributions . . . . . . . . . . . . . . . . . . . . 57
Section 5.02 Monthly Certificateholders' Statement . . . . . . . . 59
SECTION 8. Series 1999-_ Pay Out Events . . . . . . . . . . . . . . . 61
SECTION 9. Series 1999-_ Termination . . . . . . . . . . . . . . . . . 63
SECTION 10. Periodic Finance Charges and Other Fees . . . . . . . . . 63
SECTION 11. Transfer of Excess Collateral Amount . . . . . . . . . . . 64
SECTION 12. Compliance with Withholding Requirements . . . . . . . . . 67
SECTION 13. Tax Characterization of the Excess
Collateral . . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 14. [RESERVED] . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 15. Amendment and Ratification of Agreement . . . . . . . . . 68
SECTION 16. Counterparts . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 17. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 18. Additional Representations and Warranties
of the Servicer . . . . . . . . . . . . . . . . . . . . . 69
SECTION 19. Appointment of co-Paying Agent, co-Transfer
Agent and co-Registrar . . . . . . . . . . . . . . . . . 67
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
SERIES 1999-_ SUPPLEMENT, dated as of ________, ______(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
1999-_ 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 1999-_
Certificates." The Series 1999-_ Certificates shall be issued in three
Classes, two of which shall be designated generally as the Class A Floating
Rate Asset Backed Certificates, Series 1999-_ (the "Class A Certificates")
and the Class B Floating Rate Asset Backed Certificates, Series 1999-_ (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 1999-_ (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 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 1999-_ 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 __________, ______ 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 1999-_
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 1999-_) 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 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 1999-_
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
1999-_ 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 1999-_ 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) the amount, if any, of Collections of Finance
Charge Receivables and Excess Finance Charge Collections to be distributed
pursuant to subsection 4.09(a)(iii) with respect to the following
Distribution Date, and (iii) the amount, if any, of Excess Finance Charge
Collections to be distributed pursuant to subsections 4.13(b), (d), (e),
(h) and (i) on the following Transfer Date, minus (b) the amount of
Reallocated Principal Collections with respect to such Monthly Period which
are required to fund a deficiency 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 LIBOR,
any day other than a Saturday, Sunday or day on which banking institutions
in London, England, trading in Dollar deposits in the London interbank
market, or banking institutions in New York, New York, or in Newark,
Delaware, are authorized or obligated by law or executive order to be
closed and for all other purposes shall have the meaning provided in the
Agreement.
"Calculation Date" shall mean _______, _____ and the second
Business Day (as defined for purposes of determining LIBOR) prior to the
15th day of each calendar month thereafter.
"Class A Account Percentage" shall mean, with respect to any
Determination Date, the percentage equivalent of a fraction, the numerator
of which is the aggregate amount deposited in the Principal Funding Account
on prior Transfer Dates pursuant to subsection 4.09(e)(i) and the
denominator of which is the aggregate amount on deposit in the Principal
Funding Account as of the last day of the preceding Monthly Period.
"Class A Adjusted Invested Amount" shall mean, with respect to
any date of determination, an amount not less than zero equal to the
Class A Invested Amount minus the Principal Funding Account Balance on such
date of determination.
"Class A Available Funds" shall mean, with respect to any Monthly
Period, an amount equal to the sum of (a) the Class A Floating Allocation
Percentage of the Collections of Finance Charge Receivables in respect of
such Monthly Period and (b) with respect to any Monthly Period during the
Accumulation Period prior to the payment in full of the Class A Invested
Amount, the product of (i) the Class A Account Percentage and (ii) the sum
of the Principal Funding Investment Proceeds pursuant to subsection 4.16(b)
of the Agreement, if any, with respect to the related Transfer Date and the
amounts, if any, to be withdrawn from the Reserve Account which will be
deposited into the Finance Charge Account on the related Transfer Date
pursuant to subsections 4.17(b), 4.17(d), 4.17(e) and 4.17(f) of the
Agreement.
"Class A Certificate Rate" shall mean a per annum rate of 0.__%
in excess of LIBOR as determined (i) on ________, ____ for the period from
and including the Closing Date through and including ________, ____, and
(ii) on the related LIBOR Determination Date with respect to each Interest
Period thereafter.
"Class A Certificateholder" shall mean the Person in whose name a
Class A Certificate is registered in the Certificate Register.
"Class A Certificateholders' Interest" shall mean the portion of
the Series 1999-_ 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 $_________.
"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 $_______.
"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 ___________
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 a per annum rate of 0.__%
in excess of LIBOR as determined (i) on ________, _____ for the period from
and including the Closing Date through and including _______, _____, and
(ii) on the related LIBOR Determination Date with respect to each Interest
Period thereafter.
"Class B Certificateholder" shall mean the Person in whose name a
Class B Certificate is registered in the Certificate Register.
"Class B Certificateholders' Interest" shall mean the portion of
the Series 1999-_ 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.
"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 $________.
"Class B Interest Shortfall" shall have the meaning specified in
subsection 4.06(b) of the Agreement.
"Class B Invested Amount" shall mean, when used with respect to
any date of determination, an amount equal to (a) the Class B Initial
Invested Amount, minus (b) the aggregate amount of principal payments made
to Class B Certificateholders prior to such day, minus (c) the aggregate
amount of Class B Investor Charge-Offs for all prior Distribution Dates,
minus (d) the amount of the Reallocated Class B Principal Collections
allocated on all prior Distribution Dates for which the Excess Collateral
Amount has not been reduced pursuant to subsection 4.14(a) of the
Agreement, minus (e) an amount equal to the amount by which the Class B
Invested Amount has been reduced on all prior Distribution Dates pursuant
to subsection 4.12(a) of the Agreement and plus (f) the amount of Excess
Finance Charge Collections allocated and available on all prior Transfer
Dates pursuant to subsection 4.13(e) of the Agreement, for the purpose of
reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and
(e); provided, however, that the Class B Invested Amount may not be reduced
below zero.
"Class B Investor Charge-Offs" shall have the meaning specified
in subsection 4.12(b) of the Agreement.
"Class B Investor Default Amount" shall mean, with respect to
each Distribution Date and each Receivable in an Account which became a
Defaulted Account during the related Monthly Period, an amount equal to the
product of the aggregate Default Amount for the related Monthly Period and
the Class B Investor Percentage applicable for the related Monthly Period.
"Class B Investor Percentage" shall mean for any Monthly Period,
(a) with respect to Defaulted Receivables and Finance Charge Receivables at
any time or Principal Receivables during the Revolving Period, the Class B
Floating Allocation Percentage, and (b) with respect to Principal
Receivables during the Amortization Period, the Class B Fixed/Floating
Allocation Percentage.
"Class B Monthly Interest" shall mean the monthly interest
distributable in respect of the Class B Certificates as calculated in
accordance with subsection 4.06(b) of the Agreement.
"Class B Monthly Principal" shall mean the monthly principal
distributable in respect of the Class B Certificates as calculated in
accordance with subsection 4.07(b) of the Agreement.
"Class B Monthly Servicing Fee" shall mean, with respect to any
Distribution Date, one-twelfth of the product of the Series Servicing Fee
Percentage and the Class B Adjusted Invested Amount on the last day of the
preceding Monthly Period; provided, however, that with respect to the
initial Monthly Period the Class B Monthly Servicing Fee shall be $_______.
"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 _____________
Distribution Date.
"Closing Date" shall mean _______, ____
"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, $__________; provided, however, that if the
Accumulation Period Length is determined to be less than 12 months pursuant
to subsection 4.09(i) of the Agreement, the Controlled Accumulation Amount
for each Transfer Date with respect to the Accumulation Period prior to the
payment in full of the Invested Amount will be equal to (i) the product of
(x) the Initial Invested Amount and (y) the Accumulation Period Factor for
such Monthly Period divided by (ii) the Required Accumulation Factor
Number.
"Controlled Deposit Amount" shall mean, with respect to any
Transfer Date, the sum of (a) the Controlled Accumulation Amount for such
Transfer Date and (b) any existing Accumulation Shortfall.
"Covered Amount" shall mean, with respect to any Interest Period
during the Accumulation Period prior to the payment in full of the Invested
Amount, the sum of (a) with respect to the Class A Certificates, the
product of (i) a fraction, the numerator of which is the actual number of
days in such Interest Period and the denominator of which is 360, (ii) the
Class A Certificate Rate in effect with respect to such Interest Period and
(iii)the aggregate amount on deposit in the Principal Funding Account with
respect to Class A Monthly Principal as of the last day of the Monthly
Period preceding the Monthly Period in which such Interest Period ends, (b)
with respect to the Class B Certificates, the product of (i) a fraction,
the numerator of which is the actual number of days in such Interest Period
and the denominator of which is 360, (ii) the Class B Certificate Rate in
effect with respect to such Interest Period and (iii) the aggregate amount
on deposit in the Principal Funding Account with respect to Class B Monthly
Principal as of the last day of the Monthly Period preceding the Monthly
Period in which such Interest Period ends, and (c) with respect to the
Excess Collateral, the product of (i) a fraction, the numerator of which is
the actual number of days in such Interest Period and the denominator of
which is 360, (ii) the Excess Collateral Minimum Rate in effect with
respect to such Interest Period and (iii) the aggregate amount on deposit
in the Principal Funding Account with respect to Excess Collateral Monthly
Principal as of the last day of the Monthly Period preceding the Monthly
Period in which such Interest Period ends.
"Daily Deposit Date" shall mean the Determination Date on which
the Excess Spread Percentage for the Monthly Period preceding such date is
less than 2.50% per annum.
"Default Interest" shall mean, with respect to any Distribution
Date, the sum of Class A Default Interest and Class B Default Interest
distributable in respect of the Class A Certificates and Class B
Certificates, respectively, as calculated in accordance with Section 4.06
of the Agreement.
"Determination Date" shall mean the first Business Day on or
before the eighth calendar day prior to each Distribution Date.
"Distribution Date" shall mean _______, ____ and the __th day of
each calendar month thereafter, or if such __th day is not a Business Day,
the next succeeding Business Day.
"Enhancement" shall mean with respect to the Class A
Certificates, the subordination of the Class B Certificates and the Excess
Collateral, and with respect to the Class B Certificates, the subordination
of the Excess Collateral.
"Enhancement Provider" shall mean the Excess Collateral Holders.
"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.
"Excess Collateral" shall mean an undivided interest in the Trust
which shall consist of the right to receive from the Trust an amount equal
to (i) to the extent necessary to make the required payments to the Excess
Collateral Holders under this Series Supplement, the portion of Collections
allocable thereto under the Agreement and this Series Supplement, and funds
on deposit in the Collection Account allocable thereto pursuant to the
Agreement and this Series Supplement, and (ii) amounts available pursuant
to subsection 4.13(k) of the Agreement.
"Excess Collateral Account Percentage" shall mean, with respect
to any Determination Date, the percentage equivalent of a fraction, the
numerator of which is the aggregate amount deposited in the Principal
Funding Account on prior Transfer Dates pursuant to subsection 4.09(e)(iii)
and the denominator of which is the aggregate amount on deposit in the
Principal Funding Account as of the last day of the preceding Monthly
Period.
"Excess Collateral Adjusted Amount" shall mean, with respect to
any date of determination, an amount not less than zero equal to the Excess
Collateral Amount minus the excess, if any, of the Principal Funding
Account Balance over the sum of the Class A Invested Amount and the Class B
Invested Amount on such date of determination.
"Excess Collateral Amount" shall mean, when used with respect to
any date of determination, an amount equal to (a) the Excess Collateral
Initial Amount, minus (b) the aggregate amount of principal payments made
to Excess Collateral Holders prior to such day, minus (c) the aggregate
amount of Excess Collateral Charge-Offs for all prior Distribution Dates
pursuant to subsection 4.12(c) of the Agreement, minus (d) the amount of
the Reallocated Principal Collections allocated on all prior Distribution
Dates pursuant to Section 4.14 of the Agreement (but in the aggregate not
in excess of the Excess Collateral Initial Amount), minus (e) an amount
equal to the amount by which the Excess Collateral Amount has been reduced
on all prior Distribution Dates pursuant to subsections 4.12(a) and (b) of
the Agreement and plus (f) the amount of Excess Finance Charge Collections
allocated and available on all prior Transfer Dates pursuant to subsection
4.13(i) of the Agreement, for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (c), (d) and (e); provided, however, that
the Excess Collateral Amount may not be reduced below zero.
"Excess Collateral Available Funds" shall mean, with respect to
any Monthly Period, an amount equal to the sum of (a) the Excess Collateral
Floating Allocation Percentage of the Collections of Finance Charge
Receivables in respect of such Monthly Period and (b) with respect to any
Monthly Period during the Accumulation Period prior to the payment in full
of the Excess Collateral Amount, the product of (i) the Excess Collateral
Account Percentage and (ii) the sum of the Principal Funding Investment
Proceeds pursuant to subsection 4.16(b) of the Agreement, if any, with
respect to the related Transfer Date and the amounts, if any, to be
withdrawn from the Reserve Account which will be deposited into the Finance
Charge Account on the related Transfer Date pursuant to subsections
4.17(b), 4.17(d), 4.17(e) and 4.17(f) of the Agreement.
"Excess Collateral Charge-Offs" shall have the meaning specified
in subsection 4.12(c) of the Agreement.
"Excess Collateral Default Amount" shall mean, with respect to
each Distribution Date and each Receivable in an Account which became a
Defaulted Account during the related Monthly Period, an amount equal to the
product of the aggregate Default Amount for the related Monthly Period and
the Excess Collateral Percentage applicable for the related Monthly Period.
"Excess Collateral Fixed/Floating Allocation Percentage" shall
mean for any Monthly Period during the Amortization Period the percentage
equivalent of a fraction, the numerator of which is the Excess Collateral
Amount at the end of the last day of the Revolving Period and the
denominator of which is the greater of (a) the total amount of Principal
Receivables in the Trust at the end of the last day of the preceding
Monthly Period and (b) the sum of the numerators used to calculate fixed/
floating allocation percentages with respect to all Series then outstanding
on the applicable Distribution Date; provided, however, that with respect
to any Monthly Period in which an Addition Date or Removal Date occurs and
the Servicer need not make daily deposits of Collections into the
Collection Account, the denominator determined pursuant to clause (a) shall
be the Average Principal Balance; provided further, however, that with
respect to any Monthly Period in which an Addition Date or Removal Date
occurs and the Servicer is required to make daily deposits of Collections
into the Collection Account, the denominator determined pursuant to clause
(a) hereof shall be (1) the aggregate amount of Principal Receivables in
the Trust at the end of the day on the last day of the prior Monthly Period
for the period from and including the first day of such Monthly Period to
but excluding the related Addition Date or Removal Date, as applicable, and
(2) the aggregate amount of Principal Receivables in the Trust at the end
of the day on the related Addition Date or Removal Date, as applicable, for
the period from and including such Addition Date or Removal Date, as
applicable, to and including the last day of such Monthly Period.
"Excess Collateral Floating Allocation Percentage" shall mean,
with respect to any Monthly Period, the percentage equivalent of a
fraction, the numerator of which is the Excess Collateral Adjusted Amount
as of the last day of the preceding Monthly Period and the denominator of
which is the total amount of Principal Receivables in the Trust as of the
last day of such preceding Monthly Period; provided, however, that, with
respect to the first Monthly Period, the Excess Collateral Floating
Allocation Percentage shall mean the percentage equivalent of a fraction,
the numerator of which is the Excess Collateral Initial Amount and the
denominator of which is the total amount of Principal Receivables on the
Closing Date; provided further, that with respect to any Monthly Period in
which an Addition Date or Removal Date occurs and the Servicer need not
make daily deposits of Collections into the Collection Account, the
denominator in the definition of the Excess Collateral Floating Allocation
Percentage shall be the Average Principal Balance; provided further, that
with respect to any Monthly Period in which an Addition Date or Removal
Date occurs and the 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
$__________.
"Excess Collateral Interest Shortfall" shall have the meaning
specified in subsection 4.06(c) of the Agreement.
"Excess Collateral Minimum Monthly Interest" shall mean the
monthly interest distributable in respect of the Excess Collateral Amount
as calculated in accordance with subsection 4.06(c) of the Agreement.
"Excess Collateral Minimum Rate" shall mean a per annum rate of
1.00% in excess of LIBOR as determined (i) on _______, _____ for the period
from and including the Closing Date and (ii) on the related LIBOR
Determination Date with respect to each Interest Period thereafter, or such
lesser rate as may be designated in the Transfer and Administration
Agreement.
"Excess Collateral Monthly Principal" shall mean the monthly
principal distributable in respect of the Excess Collateral Amount as
calculated in accordance with subsection 4.07(c) of the Agreement.
"Excess Collateral Monthly Servicing Fee" shall mean, with
respect to any Distribution Date, one-twelfth of the product of the Series
Servicing Fee Percentage and the Excess Collateral Adjusted Amount on the
last day of the preceding Monthly Period; provided, however, that with
respect to the initial Monthly Period the Excess Collateral Monthly
Servicing Fee shall be $_______.
"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 __________
Transfer Date.
"Excess Finance Charge Collections" shall mean, with respect to
any Transfer Date, the sum of the amounts, if any, specified pursuant to
subsections 4.09(a)(iv), 4.09(b)(iii) and 4.09(c)(ii) of the Agreement with
respect to such Transfer Date.
"Excess Principal Collections" shall mean, as the context
requires, either (a) the amount allocated to the Investor Certificates
which, in accordance with subsections 4.05(b)(ii), 4.05(c)(ii) and 4.05(f)
of the Agreement, may be applied to Principal Shortfalls with respect to
other outstanding Series or (b) the amounts allocated to the investor
certificates of other Series which the applicable supplements for such
Series specify are to be treated as "Excess Principal Collections" and
which may be applied to cover Principal Shortfalls with respect to the
Investor Certificates.
"Excess Spread Percentage" shall mean, with respect to any
Monthly Period, the amount, if any, by which (i) the Net Portfolio Yield
exceeds (ii) the Collateral Base Rate.
"Finance Charge Deficit" shall have the meaning set forth in
subsection 4.05(b)(ii) of the Agreement.
"Fixed/Floating Allocation Percentage" shall mean for any Monthly
Period during the Amortization Period 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 1999-_, which is
$_________.
"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 period from and
including the Closing Date through and including ________, _____, the day
preceding the initial Distribution Date.
"Interest Shortfall" shall mean, with respect to any Distribution
Date, the sum of the Class A Interest Shortfall, the Class B Interest
Shortfall and the Excess Collateral Interest Shortfall distributable in
respect of the Investor Certificates as calculated in accordance with
Section 4.06 of the Agreement.
"Invested Amount" shall mean, when used with respect to any date,
an amount equal to the sum of (a) the Class A Invested Amount, (b) the
Class B Invested Amount and (c) the Excess Collateral Amount each as of
such date; provided, however, that for purposes of determining the Investor
Monthly Servicing Fee and the Aggregate Invested Amount, the Invested
Amount shall mean an amount equal to the sum of (a) the Class A Adjusted
Invested Amount, (b) the Class B Adjusted Invested Amount and (c) the
Excess Collateral Adjusted Amount with respect to any date of
determination.
"Investor Certificateholder" shall mean the Holder of record of
an Investor Certificate of Series 1999-_.
"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
Distribution Date, be equal to one-twelfth of the product of (A) the Series
Servicing Fee Percentage and (B) the Adjusted Invested Amount as of the
last day of the Monthly Period preceding such Transfer Date; provided,
however, that with respect to the initial Monthly Period the Investor
Monthly Servicing Fee shall be $_______.
"Investor Percentage" shall mean for any Monthly Period, (a) with
respect to Finance Charge Receivables and Defaulted Receivables at any time
and Principal Receivables during the Revolving Period, the Floating
Allocation Percentage and (b) with respect to Principal Receivables during
the Amortization Period, the Fixed/Floating Allocation Percentage.
"Issuance Date" shall mean the Closing Date.
"LIBOR" shall mean, for any Interest Period, the London interbank
offered rate for one-month Dollar deposits determined by the Trustee for
each Interest Period in accordance with the provisions of Section 4.15 of
the Agreement.
"LIBOR Determination Date" shall mean (i) _____, _____for the
period from and including the Closing Date through and including ________,
_____ and (ii) the second Business Day prior to the commencement of the
second and each subsequent Interest Period.
"Minimum Transferor Interest" shall mean, with respect to any
period, 4% of the average of the aggregate amount of Principal Receivables
for such period.
"Monthly Interest" shall mean, with respect to any Distribution
Date, the sum of the Class A Monthly Interest, the Class B Monthly Interest
and the Excess Collateral Minimum Monthly Interest distributable in respect
of the Series 1999-_ 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
1999-_ Certificates shall begin on and include the Closing Date and shall
end on and include _______, ____
"Monthly Principal" shall mean the monthly principal
distributable in respect of the Series 1999-_ Certificates as calculated in
accordance with Section 4.07 of the Agreement.
"Net Portfolio Yield" shall mean for the Series 1999-_
Certificates, with respect to any Monthly Period, the annualized percentage
equivalent of a fraction, the numerator of which is an amount equal to the
amount of Collections of Finance Charge Receivables allocated to the Series
1999-_ Certificates for such Monthly Period to be calculated on a cash
basis after subtracting an amount equal to the Investor Default Amount for
such Monthly Period, and the denominator of which is the sum of the Class A
Adjusted Invested Amount, the Class B Adjusted Invested Amount and the
Excess Collateral Adjusted Amount as of the last day of the preceding
Monthly Period.
"Pay Out Commencement Date" shall mean the earliest to occur of
(i) the date on which a Trust Pay Out Event is deemed to occur pursuant to
Section 9.01 of the Agreement, (ii) the date on which a Series 1999-_ 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 1999-_ 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 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 1999-_ Termination Date.
"Rating Agency" shall mean each of Fitch IBCA, Inc., ▇▇▇▇▇'▇ and
Standard & Poor's.
"Rating Agency Condition" shall mean the notification in writing
by each Rating Agency to the Transferor, the Servicer and the Trustee that
any action will not result in any Rating Agency reducing or withdrawing its
then existing rating of the investor certificates of any outstanding Series
or class with respect to which it is a Rating Agency.
"Reallocated Class B Principal Collections" shall have the
meaning specified in subsection 4.14(b) of the Agreement.
"Reallocated Excess Collateral Principal Collections" shall have
the meaning specified in subsection 4.14(a) of the Agreement.
"Reallocated Principal Collections" shall mean the sum of
Reallocated Class B Principal Collections and Reallocated Excess Collateral
Principal Collections.
"Reference Banks" shall mean four major banks in the London
interbank market selected by the Servicer.
"Required Accumulation Factor Number" shall be equal to a
fraction, rounded upwards to the nearest whole number, the numerator of
which is one and the denominator of which is equal to the lowest monthly
principal payment rate on the Accounts, expressed as a decimal, for the 12
months preceding the date of such calculation.
"Required Reserve Account Amount" shall mean, with respect to any
Transfer Date on or after the Reserve Account Funding Date, an amount equal
to (a) 0.50% of the Invested Amount or (b) any other amount designated by
the Transferor; provided, however, that if such designation is of a lesser
amount, the Transferor shall (i) provide the Servicer, the Excess
Collateral Holders and the Trustee with evidence that the Rating Agency
Condition shall have been satisfied and (ii) deliver to the Trustee a
certificate of an authorized officer to the effect that, based on the facts
known to such officer at such time, in the reasonable belief of the
Transferor, such 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 1999-_.
"Reserve Account" shall have the meaning specified in subsection
4.17(a) of the Agreement.
"Reserve Account Funding Date" shall mean the Transfer Date which
occurs not later than the earliest of (a) the Transfer Date with respect to
the Monthly Period which commences 3 months prior to the commencement of
the Accumulation Period; (b) the first Transfer Date for which the
Portfolio Adjusted Yield is less than 2.0%, but in such event the Reserve
Account Funding Date shall not be required to occur earlier than the
Transfer Date which commences 12 months prior to the commencement of the
Accumulation Period; (c) the first Transfer Date for which the Portfolio
Adjusted Yield is less than 3.0%, but in such event the Reserve Account
Funding Date shall not be required to occur earlier than the Transfer Date
which commences 6 months prior to the commencement of the Accumulation
Period; or (d) the first Transfer Date for which the Portfolio Adjusted
Yield is less than 3.5%, but in such event the Reserve Account Funding Date
shall not be required to occur earlier than the Transfer Date which
commences 4 months prior to the commencement of the Accumulation Period.
"Reserve Account Surplus" shall mean, as of any Transfer Date
following the Reserve Account Funding Date, the amount, if any, by which
the amount on deposit in the Reserve Account exceeds the Required Reserve
Account Amount.
"Reserve Draw Amount" shall have the meaning specified in
subsection 4.17(c) of the Agreement.
"Reversion Date" shall mean the first Determination Date
following any Daily Deposit Date on which the Excess Spread Percentage for
the Monthly Period preceding such Determination Date is equal to or exceeds
2.50% per annum.
"Revolving Period" shall mean the period from and including the
Closing Date to, but not including, the earlier of (a) the day the
Accumulation Period commences and (b) the Pay Out Commencement Date.
"Scheduled Series 1999-_ Termination Date" shall mean the
___________ Distribution Date.
"Series 1999-_" shall mean the Series of the First USA Credit
Card Master Trust represented by the Investor Certificates.
"Series 1999-_ Certificateholder" shall mean the holder of record
of any Series 1999-4 Certificate.
"Series 1999-_ Certificateholders' Interest" shall have the
meaning specified in Section 4.04 of the Agreement.
"Series 1999-_ Certificates" shall have the meaning specified in
Section 1 of this Series Supplement.
"Series 1999-_ Pay Out Event" shall have the meaning specified in
Section 8 of this Series Supplement.
"Series 1999-_ Termination Date" shall mean the earlier to occur
of (i) the day after the Distribution Date on which the Investor
Certificates are paid in full, or (ii) the Scheduled Series 1999-_
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 1999-_
Certificates shall be subject to retransfer to the Transferor at its
option, in accordance with the terms specified in subsection 12.02(a) of
the Agreement, on any Distribution Date on or after the Distribution Date
on which the Invested Amount is reduced to an amount less than or equal to
5% of the Initial Invested Amount. The deposit required in connection with
any such repurchase shall be equal to the Invested Amount plus accrued and
unpaid interest on the Series 1999-_ Certificates through the Record Date
preceding the Distribution Date on which the repurchase occurs.
SECTION 4. Delivery and Payment for the Series 1999-_
Certificates. The Transferor shall execute and deliver the Class A
Certificates and the Class B Certificates to the Trustee for authentication
in accordance with Section 6.01 of the Agreement. The Trustee shall
deliver the Class A Certificates and the Class B Certificates when
authenticated in accordance with Section 6.02 of the Agreement.
SECTION 5. Depositary; Form of Delivery of the Series 1999-_
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 1999-_ 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 1999-_ 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 1999-_ Certificateholders.
The Trustee shall possess all right, title and interest in all
funds on deposit from time to time in the Finance Charge Account
and the Principal Account and in all proceeds thereof. The
Finance Charge Account and the Principal Account shall be under
the sole dominion and control of the Trustee for the benefit of
the Series 1999-_ 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 1999-_ Certificateholders.
(c) The Distribution Account. The Trustee, for the benefit of
the Series 1999-_ Certificateholders, shall cause to be
established and maintained in the name of the Trust, with an
office or branch of a Qualified Institution (other than the
Transferor), which shall initially be the Paying Agent, a non-
interest bearing segregated account (the "Distribution Account")
bearing a designation clearly indicating that the funds deposited
therein are held in trust for the benefit of the Series 1999-_
Certificateholders. The Trustee shall possess all right, title
and interest in all funds on deposit from time to time in the
Distribution Account and in all proceeds thereof. The
Distribution Account shall be under the sole dominion and control
of the Trustee for the benefit of the Series 1999-_
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 1999-_ Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.04 Rights of Certificateholders. The Investor
Certificates shall represent undivided interests in the Trust, consisting
of the right to receive, to the extent necessary to make the required
payments with respect to such Investor Certificates at the times and in the
amounts specified in this Agreement, (a) the Floating Allocation Percentage
and Fixed/Floating Allocation Percentage (as applicable from time to time)
of Collections received with respect to the Receivables and (b) funds on
deposit in the Collection Account, the Finance Charge Account, the
Principal Account, the Principal Funding Account, the Reserve Account and
the Distribution Account (for such Series, the "Series 1999-_
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 1999-_ Certificates as described in this Article IV.
(b) Daily Allocations During the Revolving Period. During the
Revolving Period, the Servicer shall, prior to the close of business on
each Date of Processing, allocate the following amounts as set forth below:
(i) Allocate to the Series 1999-_ Certificateholders the
Floating Allocation Percentage of Collections of Finance Charge
Receivables and deposit and retain in the Finance Charge Account
(A) prior to the Calculation Date in each Monthly Period an amount
equal to the product of (x) the Floating Allocation Percentage and (y)
the aggregate amount of Collections of Finance Charge Receivables on
such Date of Processing, or (B) on and after each such Calculation
Date to and including the last day of such Monthly Period, the lesser
of (x) the product of (1) the Floating Allocation Percentage and (2)
the aggregate amount of Collections of Finance Charge Receivables on
such Date of Processing and (y) the excess of (1) the sum of the
Monthly Interest, the Interest Shortfall and the Default Interest for
the Distribution Date following the then current Monthly Period (plus,
if the Transferor is not the Servicer, the Investor Monthly Servicing
Fee) over (2) the amounts previously deposited in the Finance Charge
Account with respect to the current Monthly Period pursuant to this
subsection 4.05(b)(i) of the Agreement. On each Date of Processing on
and after each Calculation Date, Collections of Finance Charge
Receivables allocated to the Series 1999-_ 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 $________ to be applied as
Collections of Finance Charge Receivables allocated to the Series
1999-_ Certificates. Notwithstanding the foregoing, on each Date of
Processing from and including each Daily Deposit Date to but excluding
the immediately succeeding Reversion Date, the Servicer shall be
required to allocate to the Series 1999-_ Certificateholders the
Floating Allocation Percentage of Collections of Finance Charge
Receivables and deposit and retain in the Finance Charge Account an
amount equal to the product of (i) the Floating Allocation Percentage
and (ii) the aggregate amount of Collections of Finance Charge
Receivables on such Date of Processing.
(ii) Allocate to the Series 1999-_ Certificateholders an
amount equal to the product of (A) the Floating Allocation Percentage
on such Date of Processing and (B) the aggregate amount of Collections
of Principal Receivables on such Date of Processing and pay such
amount to the Transferor subject to the obligation of the Transferor
to make an amount equal to the Reallocated Principal Collections and
Excess Principal Collections for such Monthly Period available on the
related Transfer Date in accordance with subsection 4.05(f) of the
Agreement; provided, however, that the amount to be paid to the
Transferor pursuant to this subsection 4.05(b)(ii) of the Agreement on
any Date of Processing shall be paid only if the Transferor Interest
on such Date of Processing is greater than the Minimum Transferor
Interest (after giving effect to all Principal Receivables transferred
to the Trust on such Date of Processing and after giving effect to
Collections of Principal Receivables on such Date of Processing) and
otherwise shall be deposited in the Collection Account and applied in
accordance with subsection 4.03(f) of the Agreement; provided,
further, however, that on and after the Calculation Date if the
amounts previously deposited in the Finance Charge Account with
respect to the current Monthly Period pursuant to subsection
4.05(b)(i) of the Agreement are less than the sum of the Monthly
Interest, the Interest Shortfall and the Default Interest for the
Distribution Date following the then current Monthly Period (plus, if
the Transferor is not the Servicer, the Investor Monthly Servicing
Fee) (the amount of such shortfall, the "Finance Charge Deficit"), an
amount not to exceed the product of (x) the sum of the Class B
Floating Allocation Percentage and the Excess Collateral Floating
Allocation Percentage and (y) the Collections of Principal Receivables
on any such Date of Processing ("Subordinate Principal Collections")
with respect to the then current Monthly Period will be deposited into
the Principal Account on a daily basis during such Monthly Period in
an aggregate amount not to exceed the Finance Charge Deficit; at such
time as 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 1999-_ Certificateholders and
deposit and retain in the Finance Charge Account an amount equal to
the product of (A) the Floating Allocation Percentage on such Date of
Processing and (B) the aggregate amount of Collections of Finance
Charge Receivables on such Date of Processing.
(ii) Allocate to the Series 1999-_ 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 1999-_ Certificateholders and
deposit and retain in the Finance Charge Account an amount equal to
the product of (A) the Floating Allocation Percentage on such Date of
Processing and (B) the aggregate amount of Collections of Finance
Charge Receivables on such Date of Processing.
(ii) Allocate to the Series 1999-_ Certificateholders and
deposit and retain in the Principal Account an amount equal to the
product of (A) the Fixed/Floating Allocation Percentage on such Date
of Processing and (B) the aggregate amount of Collections of Principal
Receivables on such Date of Processing; provided, however, that after
the date on which an amount of such Collections equal to the Invested
Amount has been deposited into the Collection Account and allocated to
the Series 1999-_ 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 1999-_ Certificateholders and
deposit in the Finance Charge Account an amount equal to (i) the lesser of
(A) the product of (x) the Floating Allocation Percentage with respect to
the preceding Monthly Period and (y) the aggregate amount of Collections of
Finance Charge Receivables for the related Monthly Period, and (B) the
aggregate of the amounts to be applied from amounts on deposit in the
Finance Charge Account on such Transfer Date pursuant to subsections
4.09(a)(i) through (iii), 4.09(b)(i) and (ii), 4.09(c)(i) and 4.13(a)
through (k) of the Agreement, minus (ii) the amounts deposited and retained
in the Finance Charge Account daily during such Monthly Period pursuant to
subsection 4.05(b)(i) of the Agreement. Any such amounts, to the extent
they would be paid to First USA Bank, N.A., as Transferor or Servicer,
pursuant to this Agreement or the Transfer and Administration Agreement,
need not be so deposited but shall be deemed to have been so deposited and,
as and when specified in the subsections identified above, be deemed to
have been paid to First USA Bank, N.A., pursuant to such subsections.
During the Revolving Period and the Accumulation Period, the Transferor
shall, on each Transfer Date deposit in the Principal Account an amount
equal to the sum of (I) the excess of the amount of Reallocated Principal
Collections over the amount deposited and retained in the Principal Account
pursuant to subsection 4.05(b)(ii) or 4.05(c)(ii) of the Agreement with
respect to the Revolving Period or the Accumulation Period, respectively,
and (II) an amount equal to the amount of Excess Principal Collections to
be applied for the benefit of other Series from amounts that were
originally allocated to Series 1999-_, 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 1999-_. Such deposits to be treated as
Collections will be allocated as Finance Charge Receivables or Principal
Receivables as indicated in the Agreement.
Section 4.06 Determination of Monthly Interest for the Series
1999-_ Certificates. (a) The amount of monthly interest (for the Series
1999-_ Certificates, the "Class A Monthly Interest") distributable from the
Distribution Account with respect to the Class A Certificates on any
Distribution Date shall be an amount equal to the product of (i) the
product of (x) the Class A Certificate Rate and (y) a fraction the
numerator of which is the actual number of days in the related Interest
Period and the denominator of which is 360 and (ii) the Class A Outstanding
Principal Balance as of the close of business on the last day of the
preceding Monthly Period; provided, however, that with respect to the first
Distribution Date, Class A Monthly Interest shall be equal to the product
of (a) the Class A Certificate rate for the period from and including the
Closing Date to and including _______, ____, (b)__ divided by 360 and (c)
the Class A Initial Invested Amount.
On the Determination Date preceding each Distribution Date, the
Servicer shall determine an amount (the "Class A Interest Shortfall") equal
to the excess, if any, of (x) the aggregate Class A Monthly Interest for
the Interest Period applicable to the preceding Distribution Date over (y)
the amount which was paid to the Class A Certificateholders in respect of
interest on such preceding Distribution Date. If there is a Class A
Interest Shortfall with respect to any Distribution Date, an additional
amount ("Class A Default Interest") shall be payable as provided herein
with respect to the Class A Certificates on each Distribution Date
following such Distribution Date to and including the Distribution Date on
which such Class A Interest Shortfall is paid to Class A Certificateholders
equal to the product of (i) the product of (x) the Class A Certificate Rate
plus 2.00% per annum and (y) a fraction the numerator of which is the
actual number of days in the related Interest Period and the denominator of
which is 360 and (ii) such Class A Interest Shortfall. Notwithstanding
anything to the 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 1999-_
Certificates, the "Class B Monthly Interest") distributable from the
Distribution Account with respect to the Class B Certificates on any
Distribution Date shall be an amount equal to the product of (i) the
product of (x) the Class B Certificate Rate and (y) a fraction the
numerator of which is the actual number of days in the related Interest
Period and the denominator of which is 360 and (ii) the Class B Invested
Amount as of the close of business on the last day of the preceding Monthly
Period; provided, however, that with respect to the first Distribution
Date, Class B Monthly Interest shall be equal to the product of (a) the
outstanding principal amount of the Class B Certificate rate for the period
from and through the Closing Date to and including _______, ____, (b) __
divided by 360 and (c) the Class B Initial Invested Amount.
On the Determination Date preceding each Distribution Date, the
Servicer shall determine an amount (the "Class B Interest Shortfall") equal
to the excess, if any, of (x) the aggregate Class B Monthly Interest for
the Interest Period applicable to the preceding Distribution Date over (y)
the amount which was paid to the Class B Certificateholders in respect of
interest on such preceding Distribution Date. If there is a Class B
Interest Shortfall with respect to any Distribution Date, an additional
amount ("Class B Default Interest") shall be payable as provided herein
with respect to the Class B Certificates on each Distribution Date
following such Distribution Date to and including the Distribution Date on
which such Class B Interest Shortfall is paid to Class B Certificateholders
equal to the product of (i) the product of (x) the Class B Certificate Rate
plus 2.00% per annum and (y) a fraction the numerator of which is the
actual number of days in the related Interest Period and the denominator of
which is 360 and (ii) such Class B Interest Shortfall. Notwithstanding
anything to the contrary herein, Class B Default Interest shall be payable
or distributed to Class B Certificateholders only to the extent permitted
by applicable law.
(c) The minimum amount of monthly interest (for the Series 1999-
_ Certificates, the "Excess Collateral Minimum Monthly Interest")
distributable with respect to the Excess Collateral on any Transfer Date
shall be an amount equal to the product of (i) the product of (x) the
Excess Collateral Minimum Rate and (y) a fraction , the numerator of which
is the actual number of days in the related Interest Period and the
denominator is which is 360 and (ii) the Excess Collateral Amount as of the
close of business on the last day of the preceding Monthly Period;
provided, however, that with respect to the first Transfer Date, Excess
Collateral Minimum Monthly Interest shall be equal to the product of (a)
the Excess Collateral Minimum Rate for the period from and including the
Closing Date to and including ________, ____, (b) a fraction the numerator
of which is __ and the denominator of which is 360, and (c) the Excess
Collateral Initial Amount.
On the Determination Date preceding each Transfer Date, the
Servicer shall determine an amount (the "Excess Collateral Interest
Shortfall") equal to the excess, if any, of (x) the aggregate Excess
Collateral Minimum Monthly Interest for the Interest Period applicable to
the preceding Transfer Date over (y) the amount which was paid to the
Excess Collateral Holders in respect of interest on such preceding Transfer
Date pursuant to the terms hereof.
Section 4.07 Determination of Monthly Principal. (a) The amount
of monthly principal (the "Class A Monthly Principal") distributable from
the Principal Account with respect to the Class A Certificates on each
Transfer Date beginning with the Transfer Date in the month following the
month in which the Accumulation Period or, if earlier, the Rapid
Amortization Period begins shall be equal to the least of (i) the Available
Investor Principal Collections on deposit in the Principal Account with
respect to such Transfer Date, (ii) for each Transfer Date with respect to
the Accumulation Period prior to the Class A Scheduled Payment Date, the
Controlled Deposit Amount for such Transfer Date and (iii) the Class A
Adjusted Invested Amount on such Transfer Date prior to any deposit into
the Principal Funding Account to be made on such day.
(b) The amount of monthly principal (the "Class B Monthly
Principal") distributable from the Principal Account with respect to the
Class B Certificates on each Transfer Date, beginning with the Transfer
Date first preceding the Class B Principal Commencement Date, shall be an
amount equal to the least of (i) the Available Investor Principal
Collections on deposit in the Principal Account with respect to such
Transfer Date (minus the portion of such Available Investor Principal
Collections applied to Class A Monthly Principal on such Transfer Date),
(ii) for each Transfer Date with respect to the Accumulation Period prior
to the Class B Scheduled Payment Date, the Controlled Deposit Amount for
such Transfer Date (minus the Class A Monthly Principal for such Transfer
Date) and (iii) the Class B Adjusted Invested Amount on such Transfer Date
(after taking into account any adjustments to be made on such Transfer Date
pursuant to Sections 4.12 and 4.14 of the Agreement on such Transfer Date).
(c) The amount of monthly principal (the "Excess Collateral
Monthly Principal") distributable from the Principal Account with respect
to the Excess Collateral on each Transfer Date, beginning with the Transfer
Date first preceding the Excess Collateral Principal Commencement Date,
shall be an amount equal to the least of (i) the Available Investor
Principal Collections on deposit in the Principal Account with respect to
such Transfer Date (minus the portion of such Available Investor Principal
Collections applied to Class A Monthly Principal and Class B Monthly
Principal on such Transfer Date), (ii) for each Transfer Date with respect
to the Accumulation Period prior to the Excess Collateral Scheduled Payment
Date, the Controlled Deposit Amount for such Transfer Date (minus the Class
A Monthly Principal and the Class B Monthly Principal for such Transfer
Date) and (iii) the Excess Collateral Adjusted Amount on such Transfer Date
(after taking into account any adjustments to be made on such Transfer Date
pursuant to Sections 4.12 and 4.14 of the Agreement on such Transfer Date).
Section 4.08 Coverage of Required Amount for the Investor
Certificates. On each Determination Date, the Servicer shall determine the
amount (the "Class A Required Amount"), if any, by which the sum of (i)
Class A Monthly Interest for the following Distribution Date, (ii) any
Class A Monthly Interest previously due but not paid to the Class A
Certificateholders on a prior Distribution Date, (iii) Class A Default
Interest, if any, for such Distribution Date and any Class A Default
Interest previously due but not paid to the Class A Certificateholders on a
prior Distribution Date, (iv) if First USA Bank, N.A. is no longer the
Servicer, the Class A Monthly Servicing Fee for the related Distribution
Date and (v) the Class A Investor Default Amount, if any, for such
Distribution Date exceeds the Class A Available Funds for the related
Monthly Period.
On each Determination Date, the Servicer shall determine the
amount (the "Class B Required Amount"), if any, equal to the sum of (x) the
amount, if any, by which the sum of (i) Class B Monthly Interest for the
following Distribution Date, (ii) any Class B Monthly Interest previously
due but not paid to the Class B Certificateholders on a prior Distribution
Date, (iii) Class B Default Interest, if any, for such Distribution Date
and any Class B Default Interest previously due but not paid to the Class B
Certificateholders on a prior Distribution Date and (iv) if First USA Bank,
N.A. is no longer the Servicer, the Class B Monthly Servicing Fee for the
related Distribution Date exceeds the Class B Available Funds for the
related Monthly Period and (y) the amount, if any, by which the Class B
Investor Default Amount, if any, for such Distribution Date exceeds the
amount of Excess Finance Charge Collections available to make payments with
respect thereto pursuant to subsection 4.13(d) of the Agreement.
In the event that the sum of the Class A Required Amount and the
Class B Required Amount for such Distribution Date is greater than zero,
the Servicer shall give written notice to the Trustee of such positive
Class A Required Amount or Class B Required Amount on the related
Determination Date. In the event that the Class A Required Amount for such
Distribution Date is greater than zero all or a portion of the Excess
Finance Charge Collections with respect to the related Transfer Date in an
amount equal to the Class A Required Amount for such Distribution Date
shall be distributed from the Finance Charge Account on such Distribution
Date pursuant to subsection 4.13(a) of the Agreement. In the event that
the Class A Required Amount for such Transfer Date exceeds the amount of
Excess Finance Charge Collections with respect to such Transfer Date, the
Collections of Principal Receivables allocable to the Excess Collateral and
the Collections of Principal Receivables allocable to the Class B
Certificates with respect to the prior Monthly Period shall be applied as
specified in Section 4.14 of the Agreement. In the event that after the
application of Excess Finance Charge Collections there is a Class B
Required Amount for such Transfer Date, the Collections of Principal
Receivables allocable to the Excess Collateral (after application to the
Class A Required Amount) shall be applied as specified in Section 4.14 of
the Agreement; provided, however, that the sum of any payments pursuant to
this paragraph shall not exceed the sum of the Class A Required Amount and
the Class B Required Amount.
Section 4.09 Monthly Payments. On each Transfer Date, the
Trustee, acting in accordance with written instructions from the Servicer
substantially in the form of Exhibit D hereto, shall make the withdrawals,
deposits and payments specified in subsections (a) through (h) of this
Section 4.09.
(a) On the Transfer Date preceding each Distribution Date, an
amount equal to the Class A Available Funds deposited or deemed to have
been deposited into the Finance Charge Account for the related Monthly
Period will be distributed in the following priority:
(i) an amount equal to Class A Monthly Interest for such
Distribution Date, plus the amount of any Class A Monthly Interest
previously due but not paid to Class A Certificateholders on a prior
Distribution Date, plus the amount of any Class A Default Interest for
such Distribution Date, shall be deposited by the Servicer or the
Trustee into the Distribution Account;
(ii) if First USA Bank, N.A. is no longer the Servicer, an
amount equal to the Class A Monthly Servicing Fee for such
Distribution Date shall be distributed to the Servicer;
(iii) an amount equal to the aggregate Class A Investor
Default Amount, if any, for such Distribution Date shall be (A)
distributed to the Holder of the Exchangeable Transferor Certificate
on Distribution Dates with respect to the Revolving Period, but not
exceeding the Transferor Interest (determined as of such Distribution
Date after giving effect to any Principal Receivables transferred to
the Trust during the Monthly Period relating to such Distribution
Date, any such amount in excess of the Transferor Interest to be
treated as Unallocated Principal Collections) and (B) deposited in the
Principal Account and treated as a portion of Available Investor
Principal Collections for Distribution Dates with respect to the
Amortization Period; and
(iv) the balance, if any, shall constitute Excess Finance
Charge Collections and shall be allocated and distributed as set forth
in Section 4.13 of the Agreement.
(b) On the Transfer Date preceding each Distribution Date, an
amount equal to the Class B Available Funds deposited or deemed to have
been deposited in the Finance Charge Account for the related Monthly Period
will be distributed in the following priority:
(i) an amount equal to the Class B Monthly Interest for
such Distribution Date, plus the amount of any Class B Monthly
Interest previously due but not paid to the Class B Certificateholders
on a prior Distribution Date, plus the amount of any Class B Default
Interest for such Distribution Date, shall be deposited by the
Servicer or the Trustee into the Distribution Account;
(ii) if First USA Bank, N.A. is no longer the Servicer, an
amount equal to the Class B Monthly Servicing Fee for such
Distribution Date shall be distributed to the Servicer; and
(iii) the balance, if any, shall constitute Excess Finance
Charge Collections and shall be allocated and distributed as set forth
in Section 4.13 of the Agreement.
(c) On the Transfer Date preceding each Distribution Date, an
amount equal to the Excess Collateral Available Funds deposited or deemed
to have been deposited in the Finance Charge Account for the related
Monthly Period will be distributed in the following priority:
(i) if First USA Bank, N.A. is no longer the Servicer, an
amount equal to the Excess 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 Collections of Principal Receivables available for
sharing as specified in the related Series Supplement for each Series
and (2) the Principal Shortfall applicable to such other Series and
(B) remaining Available Investor Principal Collections, shall be
treated as Excess Principal Collections and be deposited in the
applicable principal accounts for such other Series with Principal
Shortfalls; and
(ii) an amount equal to the excess, if any, of (A) the
Available Investor Principal Collections for such Transfer Date over
(B) the applications specified in subsection 4.09(d)(i) above shall be
paid to the Holder of the Exchangeable Transferor Certificate;
provided, however, that the amount to be paid to the Holder of the
Exchangeable Transferor Certificate pursuant to this subsection
4.09(d)(ii) with respect to such Transfer Date shall be paid to the
Holder of the Exchangeable Transferor Certificate only if the
Transferor Interest on the related Date of Processing is greater than
the Minimum Transferor Interest (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to such Transfer
Date and after giving effect to Collections of Principal Receivables
on such Transfer Date) and otherwise shall be considered as
Unallocated Principal Collections and deposited into the Principal
Account in accordance with subsection 4.03(f) of the Agreement.
(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
plus the other amounts set forth below in the following priority:
(i) an amount equal to the Class A Monthly Principal for
such Transfer Date plus, to the extent of any applicable Principal
Shortfall for the related Distribution Date, Excess Principal
Collections from other Series and Unallocated Principal Collections
allocated to the Investor Certificates in accordance with subsection
4.03(f) of the Agreement, 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 and Unallocated Principal Collections allocated to the Investor
Certificates in accordance with subsection 4.03(f) of the Agreement,
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 and Unallocated Principal
Collections allocated to the Investor Certificates in accordance with
subsection 4.03(f) of the Agreement, to the extent available, shall be
(A) during the Accumulation Period, deposited into the Principal
Funding Account, and (B) during the Rapid Amortization Period, paid to
the Excess Collateral Holders;
(iv) an amount equal to the lesser of (A) the product of
(1) a fraction, the numerator of which is equal to the Available
Investor Principal Collections remaining after the application
specified in subsections 4.09(e)(i), (ii) and (iii) above and the
denominator of which is equal to the sum of the Available Investor
Principal Collections available for sharing as specified in the
related Series Supplement for each other Series and (2) the Principal
Shortfalls for all Series and (B) the Available Investor Principal
Collections, shall remain in the Principal Account to be treated as
Excess Principal Collections and applied to Series other than this
Series 1999-_; 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]
(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 __________, _____; provided, however, that, if the
Accumulation Period Length (determined as described below) is less than 12
months, the date on which the Accumulation Period actually commences may,
at the option of the Servicer, upon written notice to the Trustee, be
delayed to the first Business Day of the month that is the number of months
prior to the Class A Scheduled Payment Date at least equal to the
Accumulation Period Length and, as a result, the number of Monthly Periods
in the Accumulation Period will at least equal the Accumulation Period
Length. On each Determination Date until the Accumulation Period begins,
the Servicer will determine the "Accumulation Period Length" which will
equal the number of months such that the sum of the Accumulation Period
Factors for each month during such period will be equal to or greater than
the Required Accumulation Factor Number; provided, however, that the
Accumulation Period Length will not be less than one month.
Section 4.10 Payment of Class A Certificate and Class B
Certificate Interest. On each Distribution Date, the Paying Agent shall
pay in accordance with Section 5.01 of the Agreement to the Class A
Certificateholders from the Distribution Account the amount deposited into
the Distribution Account pursuant to subsections 4.09(a)(i), 4.13(a),
4.14(a)(i)(x) and 4.14(b)(i) of the Agreement on the related Transfer Date
or such Distribution Date, as applicable and to the Class B
Certificateholders from the Distribution Account the amount deposited into
the Distribution Account pursuant to subsections 4.09(b)(i), 4.13(c) and
4.14(a)(i)(y) of the Agreement on the related Transfer Date.
Section 4.11 [Reserved]
Section 4.12 Investor Charge-Offs.
(a) On each Distribution Date, the Servicer shall calculate the
Class A Investor Default Amount. If on any Distribution Date, the Class A
Investor Default Amount for such Distribution Date exceeds the sum of the
amount allocated with respect thereto pursuant to subsection 4.09(a)(iii),
subsection 4.13(a) and 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
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 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
1999-_ 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;
(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, with respect to the related Distribution Date, will be paid to the
Servicer;
(h) an amount equal to the aggregate Excess Collateral Default
Amount, if any, for the related Distribution Date will be distributed to
the holder of the Exchangeable Transferor Certificate on Transfer Dates
with respect to the Revolving Period (but not exceeding the Transferor
Interest in Principal Receivables on such day (after giving effect to any
new Principal Receivables transferred to the Trust on such day)), and on
Transfer Dates with respect to the Amortization Period will be deposited in
the Principal Account and treated as a portion of Available Investor
Principal Collections for the related Distribution Date;
(i) an amount equal to the aggregate amount by which the Excess
Collateral Amount has been reduced below the Excess Collateral Initial
Amount for reasons other than the payment of principal to the Excess
Collateral Holders (but not in excess of the aggregate amount of such
reductions which have not been previously reimbursed) will be distributed
to the holder of the Exchangeable Transferor Certificate on Transfer Dates
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
1999-_ Certificates.
(a) On each Distribution Date, the Servicer will apply or cause
the Trustee to apply an amount, not to exceed the Excess Collateral Amount,
equal to the product of (a)(i) during the Revolving Period, the Excess
Collateral Floating Allocation Percentage or (ii) during an Amortization
Period, the Excess Collateral Fixed/Floating Allocation Percentage and (b)
the amount of Collections of Principal Receivables with respect to the
related Monthly Period in the following priority (such collections applied
in accordance with clause (i) below are called "Reallocated Excess
Collateral Principal Collections"):
(i) an amount equal to the sum of (x) the excess, if any,
of the Class A Required Amount with respect to such related Monthly
Period over the amount of Excess Finance Charge Collections with
respect to such related Monthly Period and (y) the Class B Required
Amount with respect to the related Monthly Period which amount shall
be applied in priority first pursuant to subsections 4.09(a)(i)
through (iii) of the Agreement and then pursuant to subsections
4.09(b)(i) and (ii) and 4.13(c) and (d) of the Agreement; and
(ii) any such collections not applied in the foregoing
manner (and therefore not constituting Reallocated Excess Collateral
Principal Collections) will, on Distribution Dates with respect to the
Revolving Period, be applied as Available Investor Principal
Collections.
(b) On each Distribution Date, the Servicer will apply or cause
the Trustee to apply an amount, not to exceed the Class B Invested Amount,
equal to the product of (a)(i) during the Revolving Period, the Class B
Floating Allocation Percentage or (ii) during an Amortization Period, the
Class B Fixed/Floating Allocation Percentage and (b) the amount of
Collections of Principal Receivables with respect to the related Monthly
Period in the following priority (such collections applied in accordance
with clause (i) below are called "Reallocated Class B Principal
Collections"):
(i) an amount equal to the excess, if any, of the Class A
Required Amount with respect to such related Monthly Period over the
sum of (x) the amount of Excess Finance Charge Collections with
respect to such related Monthly Period and (y) the amount of
Reallocated Excess Collateral Principal Collections applied with
respect thereto for the related Monthly Period shall be applied in
priority pursuant to subsection 4.09(a)(i) through (iii) of the
Agreement; and
(ii) any such collections not applied in the foregoing
manner (and therefore not constituting Reallocated Class B Principal
Collections) will, on Distribution Dates with respect to the Revolving
Period, be applied as Available Investor Principal Collections.
On each Distribution Date the Excess Collateral Amount shall be
reduced by the amount of Reallocated Excess Collateral Principal
Collections and by the amount of Reallocated Class B Principal Collections
for such Distribution Date. In the event that such reduction would cause
the Excess Collateral Amount to be a negative 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 Collections of
Principal Receivables would cause the Class B Invested Amount to be a
negative number on any Distribution Date, Collections of Principal
Receivables shall be reallocated on such Distribution Date in an aggregate
amount not to exceed the amount which would cause the Class B Invested
Amount to be reduced to zero.
Section 4.15 Determination of LIBOR.
(a) On each LIBOR Determination Date, the Trustee shall
determine LIBOR on the basis of the rate for deposits in United States
dollars for a one-month period which appears on Telerate Page 3750 as of
11:00 a.m., London time, on such date. If such rate does not appear on
Telerate Page 3750, the rate for that LIBOR Determination Date shall be
determined on the basis of the rates at which deposits in United States
dollars are offered by the Reference Banks at approximately 11:00 a.m.,
London time, on that day to prime banks in the London interbank market for
a one-month period. The Trustee shall request the principal London office
of each of the Reference Banks to provide a quotation of its rate. If at
least two such quotations are provided, the rate for that LIBOR
Determination Date shall be the arithmetic mean of the quotations. If
fewer than two quotations are provided as requested, the rate for that
LIBOR Determination Date will be the arithmetic mean of the rates quoted by
major banks in New York City, selected by the Servicer, at approximately
11:00 a.m., New York City time, on that day for loans in United States
dollars to leading European banks for a one-month period.
(b) The Class A Certificate Rate and the Class B Certificate
Rate applicable to the then current and the immediately preceding Interest
Periods may be obtained by any Series 1999-_ Certificateholder by
telephoning the Paying Agent at (▇▇▇) ▇▇▇-▇▇▇▇.
(c) On each LIBOR Determination Date, the Trustee shall send to
the Servicer by facsimile notification of LIBOR for the following Interest
Period. The Trustee shall cause the Class A Certificate Rate and the Class
B Certificate Rate applicable to an Interest Period to be provided to the
Luxembourg Stock Exchange and to be published in a daily newspaper in
Luxembourg as soon as possible after its determination but in no event
later than the first day of such Interest Period. In addition, the Trustee
shall cause the Class A Monthly Interest and the Class B Monthly Interest
applicable to an Interest Period to be provided to the Luxembourg Stock
Exchange and to be published in a daily newspaper in Luxembourg as soon as
possible after the Trustee receives notification from the Servicer of the
Class A Monthly Interest and the Class B Monthly Interest, but in no event
later than the first day of such Interest Period.
Section 4.16 Principal Funding Account.
(a) The Servicer shall establish and maintain with a Qualified
Institution, which may be the Trustee, in the name of the Trustee, on
behalf of the Trust, for the benefit of the Investor Certificateholders, a
segregated trust account with the corporate trust department of such
Qualified Institution (the "Principal Funding Account"), bearing a
designation clearly indicating that the funds deposited therein are held
for the benefit of the Investor Certificateholders. The Trustee shall
possess all right, title and interest in all funds on deposit from time to
time in the Principal Funding Account and in all proceeds thereof. The
Principal Funding Account shall be under the sole dominion and control of
the Trustee for the benefit of the Investor Certificateholders. If any
time the institution holding the Principal Funding Account ceases to be a
Qualified Institution the Transferor shall notify the Trustee, and the
Trustee upon being notified (or the Servicer on its behalf) shall, within
ten (10) Business Days, establish a new Principal Funding Account meeting
the conditions specified above with a Qualified Institution, and shall
transfer any cash or any investments to such new Principal Funding Account.
The Trustee, at the written direction of the Servicer, shall (i) make
withdrawals from the Principal Funding Account from time to time, in the
amounts and for the purposes set forth in this Supplement, and (ii) on each
Transfer Date (from and after the commencement of the Accumulation Period)
prior to termination of the Principal Funding Account make a deposit into
the Principal Funding Account in the amount specified in, and otherwise in
accordance with, subsection 4.09(e) of the Agreement.
(b) Funds on deposit in the Principal Funding Account shall be
invested at the written direction of the Servicer by the Trustee in
Permitted Investments. Funds on deposit in the Principal Funding Account
on any Transfer Date, after giving effect to any withdrawals from the
Principal Funding Account on such Transfer Date, shall be invested in such
investments that will mature so that such funds will be available for
withdrawal on or prior to the following Transfer Date. The Trustee shall
maintain for the benefit of the Investor Certificateholders possession of
the negotiable instruments or securities, if any, evidencing such Permitted
Investments. No Permitted Investment shall be disposed of prior to its
maturity.
On the Transfer Date occurring in the month following the
commencement of the Accumulation Period and on each Transfer Date
thereafter with respect to the Accumulation Period, the Trustee, acting at
the Servicer's written direction given on such Transfer Date, shall (x)
transfer from the Principal Funding Account to the Finance Charge Account
the Principal Funding Investment Proceeds on deposit in the Principal
Funding Account, but not in excess of the Covered Amount, for application
as Class A Available Funds, Class B Available Funds and Excess Collateral
Available Funds pursuant to subsections 4.09(a), 4.09(b) and 4.09(c),
respectively, of the Agreement and (y) pay any excess Principal Funding
Investment Proceeds to the Excess Collateral Holders. An amount equal to
any Principal Funding Investment Shortfall will be deposited in the Finance
Charge Account on each Transfer Date from the Reserve Account to the extent
funds are available pursuant to subsections 4.17(d), 4.17(e) and 4.17(f) of
the Agreement. Principal Funding Investment Proceeds (including reinvested
interest) shall not be considered part of the amounts on deposit in the
Principal Funding Account for purposes of this Series Supplement.
Section 4.17 Reserve Account.
(a) The Servicer shall establish and maintain with a Qualified
Institution, which may be the Trustee, in the name of the Trustee, on
behalf of the Trust, for the benefit of the Investor Certificateholders, a
segregated trust account with the corporate trust department of such
Qualified Institution (the "Reserve Account"), bearing a designation
clearly indicating that the funds deposited therein are held for the
benefit of the Investor Certificateholders. The Trustee shall possess all
right, title and interest in all funds on deposit from time to time in the
Reserve Account and in all proceeds thereof. The Reserve Account shall be
under the sole dominion and control of the Trustee for the benefit of the
Investor Certificateholders. If at any time the institution holding the
Reserve Account ceases to be a Qualified Institution the Transferor shall
notify the Trustee, and the Trustee upon being notified (or the Servicer on
its behalf) shall, within 10 Business Days, establish a new Reserve Account
meeting the conditions specified above with a Qualified Institution, and
shall transfer any cash or any investments to such new Reserve Account.
The Trustee, at the written direction of the Servicer, shall (i) make
withdrawals from the Reserve Account from time to time in an amount up to
the Available Reserve Account Amount at such time, for the purposes set
forth in this Supplement, and (ii) on each Transfer Date (from and after
the Reserve Account Funding Date) prior to termination of the Reserve
Account make a deposit into the Reserve Account in the amount specified in,
and otherwise in accordance with, subsection 4.13(j) of the Agreement.
(b) Funds on deposit in the Reserve Account shall be invested at
the written direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Reserve Account on any Transfer Date,
after giving effect to any withdrawals from the Reserve Account on such
Transfer Date, shall be invested in such investments that will mature so
that such funds will be available for withdrawal on or prior to the
following Transfer Date. The Trustee shall maintain for the benefit of the
Investor Certificateholders possession of the negotiable instruments or
securities, if any, evidencing such Permitted Investments. No Permitted
Investment shall be disposed of prior to its maturity. On each Transfer
Date, all interest and earnings (net of losses and investment expenses)
accrued since the preceding Transfer Date on funds on deposit in the
Reserve Account shall be retained in the Reserve Account (to the extent
that the Available Reserve Account Amount is less than the Required Reserve
Account Amount) and the balance, if any, shall be deposited into the
Finance Charge Account for application as Collections of Finance Charge
Receivables allocable to the Investor Certificates on such Transfer Date.
For purposes of determining the availability of funds or the balance in the
Reserve Account for any reason under this Supplement, except as otherwise
provided in the preceding sentence, investment earnings on such funds shall
be deemed not to be available or on deposit.
(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 1999-_ Certificateholders,
(iii) if the Accumulation Period has not commenced, the occurrence of a Pay
Out Event with respect to Series 1999-_ 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 1999-_
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 1999-_ 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.
(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 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;
(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 year was a Class A Certificateholder or a Class B
Certificateholder, a statement prepared by the Servicer containing the
information required to be contained in the regular monthly report to
Series 1999-_ Certificateholders, as set forth in subclauses (i), (ii) and
(iii) above, aggregated for such calendar year or the applicable portion
thereof during which such Person was a Series 1999-_ Certificateholder,
together with such other customary information (consistent with the
treatment of the Class A Certificates and Class B Certificates as debt) as
the Trustee or the Servicer deems necessary or desirable to enable the
Class A Certificateholders and the Class B Certificateholders to prepare
their tax returns. Such obligations of the Trustee shall be deemed to have
been satisfied to the extent that substantially comparable information
shall be provided by the Trustee pursuant to any requirements of the Code
as from time to time in effect.
SECTION 8. Series 1999-_ Pay Out Events. If any one of the
following events shall occur with respect to the Series 1999-_
Certificates:
(a) failure on the part of the Transferor (i) to make any
payment or deposit required by the terms of (A) the Agreement or (B) this
Series Supplement, on or before the date occurring five days after the date
such payment or deposit is required to be made herein or (ii) duly to
observe or perform in any material respect any covenants or agreements of
the Transferor set forth in the Agreement or this Series Supplement, which
failure has a material adverse effect on the Series 1999-_
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 1999-_
Certificates evidencing Undivided Interests aggregating not less than 50%
of the Invested Amount of this Series 1999-_, and continues to affect
materially and adversely the interests of the Series 1999-_
Certificateholders for such period;
(b) any representation or warranty made by the Transferor in the
Agreement or this Series Supplement, or any information contained in a
computer file or microfiche list required to be delivered by the Transferor
pursuant to Section 2.01 or 2.06 of the Agreement, (i) shall prove to have
been incorrect in any material respect when made or when delivered, which
continues to be incorrect in any material respect for a period of 60 days
after the date on which written notice of such failure, requiring the same
to be remedied, shall have been given to the Transferor by the Trustee, or
to the Transferor and the Trustee by the Holders of the Series 1999-_
Certificates evidencing Undivided Interests aggregating more than 50% of
the Invested Amount of this Series 1999-_ and (ii) as a result of which the
interests of the Series 1999-_ Certificateholders are materially and
adversely affected and continue to be materially and adversely affected for
such period; provided, however, that a Series 1999-_ 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 1999-_ 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 1999-_ Certificates evidencing
Undivided Interests aggregating more than 50% of the Invested Amount of
this Series 1999-_ by notice then given in writing to the Transferor and
the Servicer (and to the Trustee if given by the Certificateholders) may
declare that a pay out event (a "Series 1999-_ Pay Out Event") has occurred
as of the date of such notice, and in the case of any event described in
subparagraphs (c) or (d), a Series 1999-_ Pay Out Event shall occur without
any notice or other action on the part of the Trustee or the Series 1999-_
Certificateholders immediately upon the occurrence of such event.
For purposes of Series 1999-_, the fifth sentence of subsection
9.02(a) of the Agreement shall be amended to read in its entirety as
follows:
"If, however, with respect to the portion of the Receivables
allocable to any outstanding Series, the holders of more than 50%
of the principal amount of the Class A Certificates and the Class
B Certificates and in the case of the Excess Collateral Amount,
holders of more than 50% of the principal amount of the Excess
Collateral Amount as well as more than 50% of holders of
interests in the right to receive interest payments in respect of
the Excess Collateral Amount, instruct the Trustee not to sell
the portion of the Receivables allocable to such Series, the
Trust shall continue with respect to such Series pursuant to the
terms of the Agreement and the Supplement."
SECTION 9. Series 1999-_ Termination. The right of the Series
1999-4 Certificateholders to receive payments from the Trust will terminate
on the first Business Day following the Series 1999-_ 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 1999-_ 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 1999-_) (each, an
"Assignee"), unless the Assignee shall have executed and delivered the
certification referred to in subsection 11(e) below. Any attempted
Transfer that would cause the number of Targeted Holders to exceed ninety-
nine shall be void.
(b) Each Assignee shall certify to the Transferor, the Servicer,
and the Trustee that it is either (A)(i) a citizen or resident of the U.S.,
(ii) a corporation, partnership or other entity organized in or under the
laws of the U.S. or any political subdivision thereof which, if such entity
is a tax-exempt entity, recognizes that payments with respect to the Excess
Collateral may constitute unrelated business taxable income or (iii) a
Person not described in (i) or (ii) whose ownership of any interest in the
Excess Collateral is effectively connected with the conduct of a trade or
business within the United States (within the meaning of the Code) or (B)
an estate or trust the income of which is includible in gross income for
U.S. federal income tax purposes. Each Assignee also shall agree that (a)
if it is a person described in clause (A)(i) or (A)(ii) above, it will
furnish to the Person from whom it is acquiring any interest in the Excess
Collateral, the Servicer and the Trustee, a properly executed U.S. Internal
Revenue Service Form W-9 (and will agree to furnish a new Form W-9, or any
successor applicable form, upon the expiration or obsolescence of any
previously delivered form) or (b) if it is a person described in clause
(A)(iii) above, it will furnish to the person from whom it is acquiring any
interest in the Excess Collateral, the Servicer and the Trustee, a properly
executed U.S. Internal Revenue Service Form 4224 (and 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 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 1999-_ 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 1999-_.
(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).
(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 ▇▇▇▇▇ 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.
section 2510.3-101 or otherwise under ERISA) by reason of a plan's
investment in the entity, including, without limitation, an insurance
company general account.
(g) The Transferor and the Servicer will facilitate any transfer
of the Excess Collateral consistent with the requirements of this Section
11, including assisting in the determination as to whether the number of
Targeted Holders would exceed ninety-nine.
SECTION 12. Compliance with Withholding Requirements.
Notwithstanding any other provision of the Agreement, the Trustee and any
Paying Agent shall comply with all Federal withholding requirements with
respect to payments to the Excess Collateral Holders of interest, original
issue discount, or other amounts that the Trustee, any Paying Agent, the
Servicer or the Transferor reasonably believes are applicable under the
Code. The consent of the Excess Collateral Holders shall not be required
for any such withholding. In the event the Trustee or the Paying Agent
withholds any amount from payments made to any Excess Collateral Holders
pursuant to federal withholding requirements, the Trustee or the Paying
Agent shall indicate to such Excess Collateral Holders the amount withheld
and all such amounts shall be deemed to have been paid to such Excess
Collateral Holder and the Excess Collateral Holders shall have no claim
therefor.
SECTION 13. Tax Characterization of the Excess Collateral. It
is the intention of the parties hereto that the provisions of Section 3.07
of the Agreement shall not apply to cause the Excess Collateral to be
treated as debt for Federal, state and local income and franchise tax
purposes, but rather it is the intention of the parties hereto that Excess
Collateral be treated for Federal, state and local income and franchise tax
purposes as an equity interest in the assets of the Trust. In the event
that the Excess Collateral is not so treated, it is the intention of the
parties that the Excess Collateral be treated as an interest in a
partnership that owns the Receivables.
SECTION 14. ERISA Legend. Each Class B Certificate will bear a
legend or legends substantially in the following form:
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT
OF FIRST USA BANK, N.A. AND THE TRUSTEE THAT SUCH PURCHASER IS
NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA,
(II) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), (III) A
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT
TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE
ENTITY OR (V) A PERSON INVESTING "PLAN ASSETS" OF ANY SUCH PLAN
(INCLUDING FOR PURPOSES OF CLAUSES (IV) AND (V) ANY INSURANCE
COMPANY GENERAL ACCOUNT, BUT EXCLUDING ANY ENTITY REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED).
Each Certificate Owner by virtue of its beneficial interest in
the Class B Certificates shall be deemed to have made the representations
and warranties stated in such legend.
SECTION 15. Amendment and Ratification of Agreement. As
supplemented by this Series Supplement, the Agreement is in all respects
ratified and confirmed and the Agreement as so supplemented by this Series
Supplement shall be read, taken, and construed as one and the same
instrument. Subsection 12.01(c) of the Agreement is hereby amended by
substituting in the second sentence thereof in place of the words "and pay
the proceeds to all Certificateholders of such Series . . ." the following:
"and pay the proceeds to the Investor Certificateholders of such Series . . ."
SECTION 16. Counterparts. This Series Supplement may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all of such counterparts shall together
constitute but one and the same instrument.
SECTION 17. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.
SECTION 18. Additional Representations and Warranties of the
Servicer. First USA Bank, N.A., as initial Servicer, hereby makes, and any
Successor Servicer by its appointment under the Agreement shall make the
following representations and warranties:
(a) All Consents. All authorizations, consents, orders or
approvals of or registrations or declarations with any Governmental
Authority required to be obtained, effected or given by the Servicer
in connection with the execution and delivery of this Supplement by
the Servicer and the performance of the transactions contemplated by
this Supplement by the Servicer, have been duly obtained, effected or
given and are in full force and effect.
(b) Rescission or Cancellation. The Servicer shall not
permit any rescission or cancellation of any Receivable except as
ordered by a court of competent jurisdiction or other Governmental
Authority or in accordance with the normal operating procedures of the
Servicer.
(c) Receivables Not To Be Evidenced by Promissory Notes.
Except in connection with its enforcement or collection of an Account,
the Servicer will take no action to cause any Receivable to be
evidenced by an instrument or chattel paper (as defined in the UCC as
in effect in the State of Delaware).
SECTION 19. Appointment of co-Paying Agent, co-Transfer Agent
and co-Registrar. BDL is appointed as co-paying agent and as co-transfer
agent and co-registrar in Luxembourg with respect to the Class A
Certificates and the Class B Certificates, for so long as either the Class
A Certificates or the Class B Certificates are listed on the Luxembourg
Stock Exchange. Any reference in this Series Supplement to the Paying
Agent or the Transfer Agent and Registrar shall be deemed to include BDL as
co-paying agent or co-transfer agent and co-registrar, as the case may be,
unless the context requires otherwise.
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee
have caused this Series 1999-_ 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: ______________________________
Name:
Title:
THE BANK OF NEW YORK (DELAWARE),
Trustee
By: _____________________________
Name:
Title:
EXHIBIT A
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
No. R-1 $___________
Series Termination
Date: ___________, ____ CUSIP NO. _________
FIRST USA CREDIT CARD MASTER TRUST CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1999-_
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 trade marks of Visa
USA Incorporated and MasterCard International Incorporated,
respectively.
1992 between the Bank, as Transferor (the "Transferor") and as Servicer
(the "Servicer"), and The Bank of New York (Delaware), as trustee (the
"Trustee") of the Trust (the "Agreement"; such term to include any
Supplement or amendment thereto) as supplemented by the Series 1999-_
Supplement (the "Series 1999-_ Supplement"), dated as of _________, ____,
between the Bank, as Transferor and Servicer, and the Trustee. The corpus
of the Trust consists of all of the Transferor's right, title and interest
in a portfolio of receivables (the "Receivables") existing in certain
VISA(R) and MasterCard(R) revolving credit card accounts identified in the
Agreement from time to time (the "Accounts"), all Receivables generated
under the Accounts from time to time thereafter, all monies due or to
become due and all amounts received with respect to the Receivables in
existence in the Accounts, all monies on deposit in certain bank accounts
(excluding any investment earnings on such deposited amounts except as set
forth in the Series 1999-_ 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), ▇▇▇▇▇ ▇▇▇▇
Center, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, Attention: Bond Administration.
To the extent not defined herein, the capitalized terms used herein have
the meanings ascribed to them in the Agreement. This Certificate is one of
a Series of Certificates entitled "First USA Credit Card Master Trust Class
A Floating Rate Asset Backed Certificates, Series 1999-_" (the "Class A
Certificates"), each of which represents a fractional undivided interest in
the Trust, and is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement, as amended from time to
time, the Certificateholder by virtue of the acceptance hereof assents and
by which the Certificateholder is bound. In the case of any conflict
between terms specified in this Class A Certificate and terms specified in
the Agreement, the terms of the Agreement shall govern.
The Transferor has structured the Agreement, the Class A
Certificates and the First USA Credit Card Master Trust Class B Floating
Rate Asset Backed Certificates, Series 1999-_ (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
1999-_ (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 $___________. The Class
A Invested Amount for any monthly Distribution Date will be an amount equal
to $___________, 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 (i) at the rate of
_.______% per annum on the Class A Initial Invested Amount for the period
from _________, ____ through and including _________, _____, and (ii) for
each Interest Period thereafter, the Class A Certificates will bear
interest at a per annum rate of 0.__% in excess of LIBOR as determined by
the Trustee on the related LIBOR Determination Date (each such rate as in
effect from time to time, the "Class A Certificate Rate"). Interest will be
distributed to the extent of available funds on _______, ____, and on the
nineteenth day of each month thereafter, or if such day is not a Business
Day, the next succeeding Business Day until the earlier of the day on which
the Class A Invested Amount is paid in full and the Scheduled Series 1999-_
Termination Date (each such date a "Distribution Date"), in an amount equal
to the product of (a) the actual number of days in the related Interest
Period divided by 360, (b) the Class A Certificate Rate and (c) the Class A
Outstanding Principal Balance on the last day of the Monthly Period
immediately preceding such Distribution Date. Interest for a Distribution
Date will accrue from and including the previous Distribution Date (or in
the case of the first Distribution Date, from and including the Closing
Date), to, and including, the day immediately preceding the current
Distribution Date. Interest payments will be made from Collections of
Finance Charge Receivables, and certain other amounts allocated to the
Class A Certificates comprising Class A Available Funds and, in certain
circumstances, from Reallocated Principal Collections on _________, ____
and on each Distribution Date thereafter until the Scheduled Series 1999-_
Termination Date. Interest will be payable monthly on each Distribution
Date to the Class A Certificateholders of record as of the related Record
Date. The Record Date with respect to any Distribution Date shall be the
last day of the calendar month preceding such Distribution Date.
As described in the Agreement, Collections of Principal
Receivables with respect to any Monthly Period will be allocated on the
related Determination Date on the basis of the aggregate Investor
Percentage of all Series and the Transferor Percentage with respect to the
Principal Receivables. Such allocation will be performed both during the
Revolving Period and any Amortization Period. Throughout the existence of
the Trust, the Servicer will allocate to the Transferor, as holder of the
Exchangeable Transferor Certificate, an amount equal to the Transferor
Percentage of the aggregate amount of Collections of Finance Charge
Receivables and Principal Receivables for each Monthly Period. During the
Revolving Period relating to the Investor Certificates, the Class B
Floating Allocation Percentage of Collections of Principal Receivables and
the Excess Collateral Floating Allocation Percentage of Collections of
Principal 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 1999-_ 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 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 ____ _____ 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 1999-_ Termination Date (the "Rapid Amortization Period"),
collections of Principal Receivables allocated to the Invested Amount will
no longer be paid to the holder of the Exchangeable Transferor Certificate
or to the holders of the certificates of any other Series or, if the
Accumulation Period has commenced, deposited in the Principal Funding
Account, but instead will be distributed to the Class A Certificateholders
and, following payment in full of the Class A Invested Amount, to the Class
B Certificateholders, and, following payment in full of the Class B
Invested Amount, to the Excess Collateral Holders, monthly on each
Distribution Date beginning with the Distribution Date in the month
following the commencement of the Rapid Amortization Period.
Subject to the Agreement, payments of principal are limited to
the unpaid Class A Invested Amount of the Class A Certificates, which may
be less than the unpaid balance of the Class A Certificates pursuant to the
terms of the Agreement. All principal of and interest on the Class A
Certificates is due and payable no later than _________, ____ (or if such
day is not a Business Day, the next succeeding Business Day) (the
"Scheduled Series 1999-_ Termination Date"). After the Scheduled Series
1999-_ 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.
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 1999-_ 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 1999-_
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.
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 __th day of
----, ----
FIRST USA BANK, N.A.
By:______________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in the
within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
as Authenticating Agent
Date: ______, ____
By: ______________________________
Name:
Title:
EXHIBIT B
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF
FIRST USA BANK, N.A. AND THE TRUSTEE THAT SUCH PURCHASER IS NOT (I) AN
EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS
SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN
SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE"), (III) A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA,
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE, (IV) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON
OF A PLAN'S INVESTMENT IN THE ENTITY OR (V) A PERSON INVESTING "PLAN
ASSETS" OF ANY SUCH PLAN (INCLUDING FOR PURPOSES OF CLAUSES (IV) AND (V)
ANY INSURANCE COMPANY GENERAL ACCOUNT, BUT EXCLUDING ANY ENTITY REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED).
No. R-1 $___________
Series Termination
Date: _________, ____ CUSIP NO. _________
FIRST USA CREDIT CARD MASTER TRUST CLASS B FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1999-_
Evidencing an undivided interest in a trust, the corpus of which consists
of receivables generated from time to time in the ordinary course of
business in a portfolio of VISA (R) and MasterCard (R)* credit card
accounts generated or to be generated by First USA Bank, N.A.
(the "Bank").
(Not an interest in or a recourse obligation
of First USA Bank, N.A., or any affiliate thereof)
This certifies that CEDE & CO. (the "Certificateholder") is the
registered owner of a fractional undivided interest in the First USA Credit
Card Master Trust (the "Trust") issued pursuant to the Pooling and
Servicing Agreement, dated as of September 1, 1992 between the Bank, as
Transferor (the "Transferor") and as Servicer (the "Servicer"), and The
Bank of New York (Delaware), as trustee (the "Trustee") of the Trust (the
"Agreement"; such term to include any Supplement or amendment thereto) as
supplemented by the Series 1999-_ Supplement (the "Series 1999-4
Supplement"), dated as of ________, ____, between the Bank, as Transferor
and Servicer, and the Trustee. The corpus of the Trust consists of all of
the Transferor's right, title and interest in a portfolio of receivables
(the "Receivables") existing in certain VISA(R) and MasterCard(R) revolving
credit card accounts identified in the Agreement from time to time (the
"Accounts"), all Receivables generated under the Accounts from time to time
thereafter, all monies due or to become due and all amounts received with
respect to the Receivables in existence in the Accounts, all monies on
deposit in certain bank accounts (excluding any investment earnings on such
deposited amounts except as set forth in the Series 1999-_ 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
--------
* VISA (R) and MasterCard (R) are registered trade marks of Visa
USA Incorporated and MasterCard International Incorporated,
respectively.
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), ▇▇▇▇▇ ▇▇▇▇
Center, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, Attention: Bond Administration.
To the extent not defined herein, the capitalized terms used herein have
the meanings ascribed to them in the Agreement. This Certificate is one of
a Series of Certificates entitled "First USA Credit Card Master Trust Class
B Floating Rate Asset Backed Certificates, Series 1999-_" (the "Class B
Certificates"), each of which represents a fractional undivided interest in
the Trust, and is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement, as amended from time to
time, the Certificateholder by virtue of the acceptance hereof assents and
by which the Certificateholder is bound. In the case of any conflict
between terms specified in this Class B Certificate and terms specified in
the Agreement, the terms of the Agreement shall govern.
The Transferor has structured the Agreement, the Class B
Certificates and the First USA Credit Card Master Trust Class A Floating
Rate Asset Backed Certificates, Series 1999-_ (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
1999-_ (the "Excess Collateral Holders") (such holders together the
"Investor Certificateholders") with the remainder allocated to holders of
other Series of Certificates issued by the Trust, if any, and to the
Transferor. In addition to the Class A Certificates, the Class B
Certificates and the Excess Collateral, the Exchangeable Transferor
Certificate will be reissued pursuant to the Agreement and will represent
the Transferor's interest in the Trust. The reissued Exchangeable
Transferor Certificate will represent the interest in the Principal
Receivables not represented by the Class A Certificates, the Class B
Certificates and the Excess Collateral (together the "Investor
Certificates") or any other Series of Certificates. The Exchangeable
Transferor Certificate may be exchanged by the Transferor pursuant to the
Agreement for one or more Series of Certificates and a reissued
Exchangeable Transferor Certificate upon the conditions set forth in the
Agreement.
The Class B Initial Invested Amount is $__________. The Class B
Invested Amount for any monthly Distribution Date will be an amount equal
to (i) $__________, minus (ii) the aggregate amount of principal payments
made to the Class B Certificateholders prior to such Distribution Date,
minus (iii) the aggregate amount of Class B Investor Charge-Offs for all
prior Distribution Dates, minus (iv) the aggregate amount of Reallocated
Class B Principal Collections for which the Excess Collateral Amount has
not been reduced for all prior Distribution Dates, minus (v) an amount
equal to the aggregate amount by which the Class B Invested Amount has been
reduced to fund the Class A Investor Default Amount on all prior
Distribution Dates as described in the Agreement and plus (vi) the
aggregate amount of Excess Finance Charge Collections and certain other
amounts allocated and available for purposes of reimbursing amounts
deducted pursuant to clauses (iii), (iv) and (v).
The Class B Certificates will bear interest (i) at the rate of
_._____% per annum on the Class B Initial Invested Amount for the period
from ________, ______ through and including ________, ____ and (ii) for
each Interest Period thereafter, the Class B Certificates will bear
interest at a per annum rate of 0.__% in excess of LIBOR as determined by
the Trustee on the related LIBOR Determination Date (each such rate as in
effect from time to time, the "Class B Certificate Rate"). Interest will be
distributed to the extent of available funds on _________, _____, and on
the nineteenth 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 1999-_ Termination Date (each such date a "Distribution Date"), in
an amount equal to the product of (a) the actual number of days in the
related Interest Period divided by 360, (b) the Class B Certificate Rate
and (c) the Class B Outstanding Principal Balance on the last day of the
Monthly Period immediately preceding such Distribution Date. Interest for a
Distribution Date will accrue from and including the previous Distribution
Date (or in the case of the first Distribution Date, from and including the
Closing Date), to, and including, the day immediately preceding the current
Distribution Date. Interest payments will be made from Collections of
Finance Charge Receivables and, in certain circumstances, from Reallocated
Principal Collections on _________, ____ and on each Distribution Date
thereafter until the Scheduled Series 1999-_ Termination Date. Interest
will be payable monthly on each Distribution Date to the Class B
Certificateholders of record as of the related Record Date. The Record Date
with respect to any Distribution Date shall be the last day of the calendar
month preceding such Distribution Date.
As described in the Agreement, Collections of Principal
Receivables with respect to any Monthly Period will be allocated on the
related Determination Date on the basis of the aggregate Investor
Percentage of all Series and the Transferor Percentage with respect to the
Principal Receivables. Such allocation will be performed both during the
Revolving Period and any Amortization Period. Throughout the existence of
the Trust, the Servicer will allocate to the Transferor, as holder of the
Exchangeable Transferor Certificate, an amount equal to the Transferor
Percentage of the aggregate amount of Collections of Finance Charge
Receivables and Principal Receivables for each Monthly Period. During the
Revolving Period relating to the Investor Certificates, the Class B
Floating Allocation Percentage of Collections of Principal Receivables and
the Excess Collateral Floating Allocation Percentage of Collections of
Principal Receivables will be applied first as Reallocated Principal
Collections, to the extent required, and any remaining amounts together
with the Class A Floating Allocation Percentage of Principal Receivables
will be distributed first to the certificateholders of other Series to the
extent of the amount of Principal Shortfalls, if any, and then to the
Transferor in an amount not to exceed the amount of the Transferor
Interest.
Unless a Pay Out Event has occurred, the Accumulation Period
will begin at the close of business on the last day of the Revolving Period
and will end on the earlier of (i) the commencement of the Rapid
Amortization Period, (ii) payment of the Invested Amount in full and (iii)
the Scheduled Series 1999-_ 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 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 __________ Distribution Date if the Class A Invested
Amount is paid in full, Available Investor Principal Collections and Excess
Principal Collections allocable to Series 1999-_ will be used to pay the
Class B Invested Amount as described in the Agreement. If the Available
Investor Principal Collections and Excess Principal Collections allocable
to Series 1999-_ are insufficient to pay in full the Class B Invested
Amount on the ____________ 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 1999-_ Termination Date (the "Rapid Amortization Period"),
collections of Principal Receivables allocated to the Invested Amount will
no longer be paid to the holder of the Exchangeable Transferor Certificate
or to the holders of the certificates of any other Series or, if the
Accumulation Period has commenced, deposited in the Principal Funding
Account, but instead will be distributed to the Class A Certificateholders
and, following payment in full of the Class A Invested Amount, to the Class
B Certificateholders, and, following payment in full of the Class B
Invested Amount, to the Excess Collateral Holders, monthly on each
Distribution Date beginning with the Distribution Date in the month
following the commencement of the Rapid Amortization Period.
Principal payments on the Class B Certificates will be, during
the Accumulation Period, funded by deposits to the Principal Funding
Account or, during the Rapid Amortization Period, made monthly, and will
commence on the date (the "Class B Principal Commencement Date") which is
(a) with respect to the Accumulation Period, the first Distribution Date on
which an amount equal to the Class A Invested Amount has been deposited in
the Principal Funding Account and allocated to the Class A Certificates or
(b) with respect to the Rapid Amortization Period, the Distribution Date on
which the Class A Invested Amount has been paid in full or, if there are no
Principal Receivables allocable to the Investor Certificates remaining
after payments have been made to the Class A Certificates on such
Distribution Date, the Distribution Date following the Distribution Date on
which the Class A Invested Amount has been paid in full. After payment in
full of the Class A Invested Amount, amounts deposited in the Principal
Funding Account for the benefit of the Class B Certificates will be paid to
the Class B Certificateholders on the _____ _____ 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 _________, ____ (or if such
day is not a Business Day, the next succeeding Business Day) (the
"Scheduled Series 1999-_ Termination Date"). After the Series 1999-_
Termination Date, neither the Trust nor the Transferor will have any
further obligation to distribute principal or interest on the Class B
Certificates.
The transfer of this Certificate shall be registered in the
Certificate Register upon surrender of this Certificate for registration of
transfer at any office or agency maintained by the Transfer Agent and
Registrar accompanied by a written instrument of transfer in a form
satisfactory to the Trustee and the Transfer Agent and Registrar duly
executed by the Certificateholder or such Certificateholder's attorney duly
authorized in writing, and thereupon one or more new Class B Certificates
of authorized denominations and for the same aggregate Undivided Interests
will be issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations
therein set forth, Class B Certificates are exchangeable for new Class B
Certificates evidencing like aggregate Undivided Interests, as requested by
the Class B Certificateholder surrendering such Class B Certificates. No
service charge may be imposed for any such exchange but the Transferor,
Servicer, or Transfer Agent and Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith.
The Transferor, the Servicer, the Trustee, the Paying Agent and
the Transfer Agent and Registrar, and any agent of any of them, may 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 1999-_ 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 1999-_
Supplement or of modifying in any manner the rights of certificateholders
of any then outstanding Series. No such amendment, however, may (a) reduce
in any manner the amount of, or delay the timing of, distributions required
to be made on any such Series, (b) change the definition of or the manner
of calculating the interest of any certificateholder of such Series, or (c)
reduce the aforesaid percentage of undivided interests the holders of which
are required to consent to any such amendment, in each case without the
consent of all certificateholders of all Series adversely affected.
Promptly following the execution of any amendment to the Agreement, the
Trustee will furnish written notice of the substance of such amendment to
each Class B Certificateholder.
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 __th day of
-----, ----
FIRST USA BANK, N.A.
By:____________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates referred to in the
within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
as Authenticating Agent
Date: ________, ____
By: ________________________________
Name:
Title:
EXHIBIT D
MONTHLY ALLOCATIONS AND PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
FIRST USA BANK, N.A.
------------------------------------------------
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1999-_
------------------------------------------------
Monthly Period:
Distribution Date:
Transfer Date:
The undersigned, a duly authorized representative of First USA Bank, N.A.
(the "Bank"), as Servicer, pursuant to the Pooling and Servicing Agreement
dated as of September 1, 1992 (the "Pooling and Servicing Agreement") and
the Series 1999-_ Supplement, dated as of _______, ____ (the "Supplement"),
by and between the Bank and The Bank of New York (Delaware), as Trustee
(the "Trustee"), does hereby certify as follows:
A. Capitalized terms used in this Certificate have their
respective meanings set forth in the Pooling and Servicing
Agreement; provided, that the preceding "Monthly Period" shall
mean the Monthly Period immediately preceding the calendar
month in which this Certificate is delivered. References herein
to certain sections and subsections are references to the
respective sections and subsections of the Pooling and
Servicing Agreement. This Certificate is delivered pursuant to
Section 4.09 of the Pooling and Servicing Agreement.
B. The Bank is Servicer under the Pooling and Servicing Agreement.
C. The undersigned is a Servicing Officer.
D. The date of this notice is a Determination Date under the
Pooling and Servicing Agreement.
I. INSTRUCTION TO MAKE A WITHDRAWAL.
Pursuant to Section 4.09, the Servicer does hereby instruct the
Trustee (i) to make a withdrawal from the Finance Charge Account on
the above referenced Transfer Date under the Pooling and Servicing
Agreement, in an aggregate amount as set forth below in respect of
the following amounts and (ii) to apply the proceeds of such
withdrawal in accordance with Section 4.05:
1. A. Class A Finance Charge Allocations
Principal Funding Investment Proceeds N/A
Reserve Account Withdrawals N/A
__________
Total Class A Available Funds
B. Pursuant to subsection 4.09(a)(i):
1. Interest to be paid to Certificateholders at the
Certificate Rate for the Interest Period on the
Outstanding Principal Balance (Actual/360) Class A
2. Overdue Interest
3. Default Interest
C. Pursuant to subsection 4.09(a)(ii):
Class A Monthly Servicing Fee for the preceding Monthly Period
if First USA Bank, N.A., is no longer Servicer
D. Pursuant to subsection 4.09(a)(iii):
Class A Investor Default Amount for the preceding Monthly Period __________
E. Pursuant to subsection 4.09(a)(iv):
Amount constituting Excess Finance Charge Collections
to be distributed per Section 4.13 ==========
2. A. Class B Finance Charge Allocations
Principal Funding Investment Proceeds N/A
Reserve Account Withdrawals N/A
__________
Total Class B Available Funds
B. Pursuant to subsections 4.09(b)(i):
1. Interest to be paid to Certificateholders at the Certificate
Rate for the Interest Period on the Invested Amount
(Actual/360)
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:
A. Pursuant to subsection 4.13(a):
The Class A Required Amount applied in accordance with
subsection 4.09(a)
B. Pursuant to subsection 4.13(b):
Amount of Class A Investor Charge-Offs
not previously reimbursed
C. Pursuant to subsection 4.13(c):
Amount equal to unpaid Class B Monthly Interest Due
on the Class B Outstanding Principal Balance
D. Pursuant to subsection 4.13(d):
Class B Investor Default Amount for the preceding
Monthly Period
E. Pursuant to subsection 4.13(e):
Reimbursement of Class B Invested Amount which has been reduced
for reasons other than principal payments
F. Pursuant to subsection 4.13(f):
1. Excess Collateral Monthly Interest for the preceding
Interest Period on the aggregate outstanding principal
balance of the Excess Collateral
(Actual/360)
2. Overdue Interest
3. Excess Collateral Default Amount __________
G. Pursuant to subsection 4.13(g):
Unpaid Investor Monthly Servicing Fee for the preceding Monthly
Period to be paid to First USA Bank, N.A.
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) __________
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 ==========
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 ==========
----------------------------
EXHIBIT E
MONTHLY CERTIFICATEHOLDERS' STATEMENT
FIRST USA BANK, N.A.
------------------------------------------------
FIRST USA CREDIT CARD MASTER TRUST, SERIES 1999-_
------------------------------------------------
Monthly Period:
Distribution Date:
Transfer Date:
Under Section 5.02 of the Pooling and Servicing Agreement dated as of
September 1, 1992 (the "Pooling and Servicing Agreement") by and between
First USA Bank, N.A. (the "Bank") and The Bank of New York (Delaware), as
trustee (the "Trustee"), the Bank, as Servicer, is required to prepare
certain information each month regarding current distributions to
Certificateholders and the performance of the First USA Credit Card Master
Trust (the "Trust") during the previous month. The information which is
required to be prepared with respect to the Distribution Date noted above
and with respect to the performance of the Trust during the month noted
above is set forth below. Certain information is presented on the basis of
an original principal amount of $1,000 per Series 1999-_ 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.
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
Class A
Class B
Excess Collateral Amt. __________
Total ==========
(b) Principal Funding Investment Proceeds (to Class A) N/A
(c) Withdrawals from Reserve Account (to Class A) N/A
__________
Class A Available Funds ==========
(d) Principal Funding Investment Proceeds (to Class B) N/A
__________
(e) Withdrawals from Reserve Account (to Class B) N/A
__________
Class B Available Funds ==========
(f) Principal Funding Investment Proceeds (to Excess Collateral) N/A
__________
(g) Withdrawals from Reserve Account (to Excess Collateral) N/A
__________
Excess Collateral Available Funds ==========
(h) Total Principal Funding Investment Proceeds
(i) Earnings on Reserve Account deposits
C. Principal Receivables / Investor Percentages.
(a) The aggregate amount of Principal Receivables in
the Trust as of the last day of the Monthly Period
(b) Invested Amount as of the last day of the preceding month
(Adjusted Class A Invested Amount during
Accumulation Period)
Class A
Class B
Excess Collateral Amt. __________
Total ==========
(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
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 ==========
(b) The aggregate amount of Class A Investor Charge- Offs
reimbursed and the reimbursement of reductions in the
Class B Invested Amount and the Excess Collateral Amount
Class A
Class B
Excess Collateral Amt. __________
Total ==========
G. Investor Servicing Fee.
The amount of the Investor Monthly Servicing Fee
payable by the Trust to the Servicer for the
Monthly Period
Class A
Class B
Excess Collateral Amt. __________
Total ==========
H. Reallocated Principal Collections.
The amount of Reallocated Excess Collateral and Class B
Principal Collections applied in respect of Interest
Shortfalls, Investor Default Amounts or Investor
Charge-Offs for the prior month.
Class B
Excess Collateral Amt. __________
Total ==========
I. Excess Collateral Amount.
The amount of the Excess Collateral Amount as of the close of
business on the related Distribution Date after giving effect
to withdrawals, deposits and payments to be made in respect of
the preceding month
J. The Portfolio Yield.
The Portfolio Yield for the related Monthly Period
K. The Base Rate.
The Base Rate for the related Monthly Period
3. Information Regarding the Principal Funding Account.
A. Accumulation Period
(a) Accumulation Period Commencement Date
(b) Accumulation Period length (months)
(c) Accumulation Period Factor
(d) Required Accumulation Factor Number
(e) Controlled Accumulation Amount
(f) Minimum Payment Rate (last 12 months)
B. Principal Funding Account.
Beginning Balance
Plus: Principal Collections for Related Monthly Period from
Principal Account
Plus: Interest on Principal Funding Account Balance for
Related Monthly Period N/A
Less: Withdrawals to Finance Charge Account N/A
Less: Withdrawals to Distribution Account __________
Ending Balance
C. Accumulation Shortfall.
The Controlled Deposit Amount for the previous
Monthly Period N/A
__________
Less: The amount deposited into the Principal Funding
Account for the Previous Monthly Period N/A
==========
Accumulation Shortfall N/A
==========
Aggregate Accumulation Shortfalls N/A
D. Principal Funding Investment Shortfall.
Covered Amount N/A
Less: Principal Funding Investment Proceeds N/A
__________
Principal Funding Investment Shortfall N/A
4. Information Regarding the Reserve Account.
A. Required Reserve Account Analysis.
(a) Required Reserve Account Amount percentage (0.5% of Class
A Invested Amount or other amount designated by
Transferor)
(b) Required Reserve Account Amount ($)
(c) Required Reserve Account Balance after effect of any
transfers on the Related Transfer Date
(d) Reserve Draw Amount transferred to the Finance
Charge Account on the Related Transfer Date
B. Reserve Account Investment Proceeds.
Reserve Account Investment Proceeds transferred to the
Finance Charge Account on the Related Transfer Date N/A
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
EXHIBIT F
[DATE]
First USA Bank, N.A.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
The Bank of New York (Delaware)
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: Excess Collateral, Series 1999-_
Ladies and Gentlemen:
In connection with our proposed purchase of $__________ in principal
amount of First USA Credit Card Master Trust, Excess Collateral, Series
1999-_ (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 relating
to the Excess Collateral set forth in the Pooling and Servicing Agreement,
dated as of September 1, 1992, as amended and as supplemented by the Series
1999-_ Supplement dated as of _______, _____ (the "Series 1999-_
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) and
agree to be bound by, and not to 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 1999-_ Supplement.
3. We understand that the Excess Collateral has not been and will not
be registered under the Securities Act of 1933, as amended (the "Securities
Act") or any state securities law and agree that the Excess Collateral may
be reoffered, resold, pledged or otherwise transferred only in compliance
with the Securities Act and other applicable laws and only (i) to the
Transferor or (ii) to a limited number of institutional "accredited
investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act) and in a transaction exempt from the registration
requirements of the Securities Act (upon delivery of the documentation
required by the Pooling and Servicing Agreement and, if the Trustee so
requires, an opinion of counsel satisfactory to the Trustee).
4. We have neither acquired nor will we Transfer any Excess
Collateral we acquire (or any interest therein) or cause any Excess
Collateral (or any interest therein) to be marketed on or through an
"established securities market" within the meaning of Section 7704(b)(1) of
the Internal Revenue Code of 1986, as amended (the "Code") and any treasury
regulation thereunder, including, without limitation, an
over-the-counter-market or an interdealer quotation system that regularly
disseminates firm buy or sell quotations.
5. We are not and will not become, for so long as we own any interest
in the Excess Collateral, a partnership, Subchapter S corporation or
grantor trust for United States federal income tax purposes or, if we are
such a Person, the Excess Collateral does not represent more than 50% of
the value of all of our assets.
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) 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 1999-_ 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 ▇▇▇▇▇
plans, or (c) any other entity whose underlying assets include "plan
assets" (as defined in United States Department of Labor ("DOL") Regulation
Section 2510.3-101, 29 C.F.R. ss.2510.3-101 or otherwise under ERISA) by
reason of a plan's investment in the entity, including, without limitation,
an insurance company general account
12. We understand that any purported Transfer of any Excess
Collateral Amount in contravention of the restrictions and conditions in
paragraphs 1 through 11 above (including any violation of the
representation in paragraph 5 by an investor who continues to hold an
interest in the Excess Collateral occurring any time after the Transfer in
which it acquired such Excess Collateral) shall be null and void and the
purported transferee shall not be recognized by the Trust or any other
person as an Excess Collateral Holder for any purpose.
13. We further understand that, on any proposed resale, pledge or
transfer of any Excess Collateral, we will be required to furnish to the
Trustee and the Registrar, such certifications and other information as the
Trustee or the Registrar may reasonably require to confirm that the
proposed sale complies with the foregoing restrictions and with the
restrictions and conditions of the Excess Collateral and the Pooling and
Servicing Agreement pursuant to which the Excess Collateral were issued and
we agree that if we determine to Transfer any Excess Collateral, we will
cause our proposed transferee to provide the Transferor, the Servicer and
the Trustee with a letter substantially in the form of this letter. We
further understand that Excess Collateral purchased by us will bear a
legend to the foregoing effect.
14. The person signing this letter on behalf of the ultimate
beneficial purchaser of the Excess Collateral has been duly authorized by
such beneficial purchaser of the Excess Collateral to do so.
You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party
in any administrative or legal proceeding or official inquiry with respect
to the matters covered hereby.
Very truly yours,
[full legal name of purchaser]
By:_______________________
Name:
Title: