Exhibit 4.4d
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FIRST USA BANK, NATIONAL ASSOCIATION
Transferor and Servicer
and
THE BANK OF NEW YORK (DELAWARE)
Trustee
_____________________________
SERIES 2002-CC SUPPLEMENT
Dated as of May 1, 2002
to
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of March 28, 2002
__________________________
FIRST USA CREDIT CARD MASTER TRUST
Series 2002-CC
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TABLE OF CONTENTS
Page
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SECTION 1. Designation ............................................................ 1
SECTION 2. Definitions ............................................................ 1
SECTION 3. Reassignment and Transfer Terms. ....................................... 7
SECTION 4. Delivery and Payment for the Series 2002-CC Certificate. ............... 7
SECTION 5. Depository; Form of Delivery of the Series 2002-CC Certificate. ........ 7
SECTION 6. Article IV of Agreement ................................................ 8
Section 4.04 Rights of the Series 2002-CC Certificateholder ................ 9
Section 4.05 Collections and Allocation .................................... 9
Section 4.06 Monthly Payments .............................................. 10
Section 4.07 Investor Default Amount ....................................... 11
Section 4.08 Investor Monthly Servicing Fee ................................ 11
Section 4.09 Principal Shortfalls .......................................... 11
SECTION 7. Article V of the Agreement. ............................................ 12
Section 5.01 Distributions ................................................. 13
Section 5.02 Monthly Certificateholders' Statement ......................... 13
SECTION 8. Article VI of the Agreement. ........................................... 14
Section 6.15 Additional Invested Amounts ................................... 14
SECTION 9. Series 2002-CC Pay Out Events. ......................................... 16
SECTION 10. Series 2002-CC Termination. ........................................... 17
i
SECTION 11. Transfer of the 2002-CC Certificate. ................................ 17
SECTION 12. ERISA Legend. ....................................................... 17
SECTION 13. Amendment and Ratification of Agreement. ............................ 18
SECTION 14. Consent to Amendment to the Agreement. .............................. 18
SECTION 15. Consent Rights. ..................................................... 19
SECTION 16. Counterparts. ....................................................... 19
SECTION 17. GOVERNING LAW. ...................................................... 19
EXHIBITS
EXHIBIT A Form of Series 2002-CC Certificate .............................. A-1
EXHIBIT B Form of Monthly Allocations and Payment Instructions ............ B-1
EXHIBIT C Form of Monthly Series 2002-CC Certificateholder's Statement .... C-1
ii
SERIES 2002-CC SUPPLEMENT, dated as of May 1, 2002 (this
"Series Supplement") by and among FIRST USA BANK, NATIONAL ASSOCIATION, a
national banking association, as Transferor and Servicer, and THE BANK OF NEW
YORK (DELAWARE), as Trustee under the Amended and Restated Pooling and Servicing
Agreement, dated as of March 28, 2002, among FIRST USA BANK, NATIONAL
ASSOCIATION, as Transferor and Servicer, and the Trustee, as amended and
supplemented and as the same may be further amended, supplemented or otherwise
modified from time to time (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 Collateral Certificate (as defined below).
Pursuant to this Series Supplement, the Transferor and the
Trustee shall create a new Series consisting of an Investor Certificate and
shall specify the Principal Terms thereof. The Investor Certificate of Series
2002-CC shall not be subordinated to any other Series.
SECTION 1. Designation.
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(a) There is hereby created a Series consisting of a single
Class pursuant to the Agreement and this Series Supplement to be known generally
as the Asset Backed Certificate, Series 2002-CC (the "Series 2002-CC
Certificate" or the "Collateral Certificate"). The Series 2002-CC Certificate
shall be issued as one definitive certificate substantially in the form of
Exhibit A hereto. This Series is a Remaining Excess Principal Sharing Series.
(b) Except as expressly provided herein, (i) the tax opinion
described in subsection 6.09(b) of the Agreement shall not be applicable to the
Series 2002-CC Certificate and (ii) the provisions of Section 3.07 of the
Agreement shall not apply to cause the Series 2002-CC Certificate to be treated
as debt for federal, state and local income and franchise tax purposes, but
rather the Transferor intends and, together with the Series 2002-CC
Certificateholder, agrees to treat the Series 2002-CC Certificate for federal,
state and local income and franchise tax purposes as representing an equity
interest in the assets of the Trust.
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 2002-CC Certificate and to no
other Series of Certificates issued by the Trust.
"Additional Invested Amounts" shall have the meaning specified
in subsection 6.15(a) of the Agreement.
"Additional Investment Date" shall have the meaning specified
in subsection 6.15(b) of the Agreement.
"Agreement" shall have the meaning specified in the first
paragraph hereof.
"Amortization Period" shall mean any Monthly Period with
respect to the Series 2002-CC Certificate, (1) beginning with the Monthly Period
in which the Pay Out Commencement Date occurs or (2) during which the sum of the
Series 2002-CC Principal Collections and the Investor Default Amount is greater
than the Additional Invested Amounts for such Monthly Period.
"Asset Pool One Supplement" shall mean the Asset Pool One
Supplement, dated as of May 1, 2002 between the Bank One Issuance Trust, as
Issuer, and ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as Indenture
Trustee and Collateral Agent.
"Average Principal Balance" shall mean, (a) for any Monthly
Period in which no Addition Date or Removal Date occurs, the Principal
Receivables in the Trust as of the close of business on the last day of the
prior Monthly Period and (b) for any Monthly Period in which Additional Accounts
are designated for inclusion in or Removed Accounts are designated for removal
from the Trust, the sum of (1) the product of (x) the Principal Receivables in
the Trust at the close of business on the last day of the prior Monthly Period
and (y) a fraction, (i) the numerator of which is the number of days from and
including the first day of such Monthly Period to, but excluding, the initial
Addition Date or Removal Date, as applicable, in such Monthly Period and (ii)
the denominator of which is the number of days in such Monthly Period and (2)
for each Addition Date or Removal Date, as applicable, in such Monthly Period,
the product of (x) the Principal Receivables in the Trust at the close of
business on any such Addition Date or Removal Date, after giving effect to the
addition of Accounts or removal of Accounts and (y) a fraction, (i) the
numerator of which is the number of days from and including such Addition Date
or Removal Date , as applicable, in such Monthly Period to but excluding the
next Addition Date or Removal Date, as applicable, in such Monthly Period (or if
there is no subsequent Addition Date or Removal Date in such Monthly Period, to
and including the last day of such Monthly Period); and (ii) the denominator of
which is the number of days in such Monthly Period.
2
"Certificate Representative" shall mean the Holder of record
or the designee of such Holder of the Series 2002-CC Certificate.
"Closing Date" shall mean May 1, 2002.
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Collateral Agent" shall mean ▇▇▇▇▇ Fargo Bank Minnesota,
National Association and its successors and assigns.
"Determination Date" shall mean the Business Day preceding the
Transfer Date in each Monthly Period.
"Distribution Account" shall have the meaning specified in
Section 6(A).
"ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended.
"Excess Principal Collections" shall mean, as the context
requires, either (a) the amount allocated to the Investor Certificate which, in
accordance with subsection 6.15(c) of the Agreement, may be applied to the
Principal Shortfall 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 for all
Series which amount for all Remaining Excess Principal Sharing Series, including
Series 2002-CC, shall not exceed the amount of Remaining Excess Principal
Collections.
"Finance Charge Account" shall have the meaning specified in
Section 6(A).
"Floating Allocation Percentage" shall mean, for any Monthly
Period, a fraction, the numerator of which is the Invested Amount of the Series
2002-CC Certificate as of the close of business on the last day of the prior
Monthly Period, or with respect to the first Monthly Period, the Initial
Invested Amount; provided, however, that if the Invested Amount of the Series
2002-CC Certificate is increased in the Monthly Period for which the
determination is being made, the numerator shall be the highest Invested Amount
of the Series 2002-CC Certificate in such Monthly Period; provided, further,
that if the Invested Amount of Series 2002-CC is reduced to zero in such Monthly
Period, the numerator shall be zero, and the denominator of which is the Average
Principal Balance for such Monthly Period.
"Indenture" shall mean the Indenture, dated May 1, 2002,
between Bank One Issuance Trust, as Issuer, and ▇▇▇▇▇ Fargo Bank Minnesota,
National Association, as Indenture Trustee, as amended and supplemented from
time to time.
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"Initial Invested Amount" shall mean the aggregate initial
principal amount of the Investor Certificate of Series 2002-CC, which is
$3,000,000,000.
"Invested Amount" shall mean, with respect to the Series
2002-CC Certificate as of the close of business on any day, an amount equal to
(i) the Invested Amount as of the close of business on the prior day (or, with
respect to the first day of the first Monthly Period, such amount shall be the
Initial Invested Amount), minus (ii) the Series 2002-CC Principal Collections,
if any, paid on such date, minus (iii) the Investor Default Amount, if any,
recognized pursuant to Section 4.07 of the Agreement on such date, plus (iv) the
Additional Invested Amounts, if any, added on such date.
"Investor Certificateholder" shall mean the holder of record
of the Investor Certificate of Series 2002-CC.
"Investor Certificate" shall mean the Series 2002-CC
Certificate.
"Investor Default Amount" shall mean, with respect to the
Series 2002-CC Certificate, with respect to any Monthly Period, an amount equal
to the product of the Default Amount for all Accounts that became Defaulted
Accounts in such Monthly Period and the Floating Allocation Percentage for such
Monthly Period.
"Investor Monthly Servicing Fee" shall, with respect to the
Series 2002-CC Certificate, with respect to any Monthly Period, mean an amount
equal to one-twelfth of the product of (A) the Series Servicing Fee Percentage
and (B) the Invested Amount used as the numerator of the Floating Allocation
Percentage for such Monthly Period.
"Investor Percentage" shall mean for any Monthly Period, (a)
with respect to Finance Charge Receivables and the Default Amount, the Floating
Allocation Percentage and (b) with respect to Principal Receivables, the
Principal Allocation Percentage.
"Issuance Date" shall mean the Closing Date.
"Lien" shall have the meaning specified in the Transfer and
Servicing Agreement.
"Master Owner Trust Servicer" shall mean First USA Bank,
National Association, as servicer for the Bank One Issuance Trust and any
successors or assigns.
"Minimum Transferor Interest" shall mean, with respect to any
period, 4% of the Average Principal Receivables for such period.
4
"Pay Out Commencement Date" shall mean the earliest to occur
of (i) the date on which a Trust Pay Out Event is deemed to occur pursuant to
Section 9.01 of the Agreement and (ii) the date on which a Series 2002-CC Pay
Out Event is deemed to occur pursuant to Section 9 of this Series Supplement.
"Principal Account" shall have the meaning specified in
Section 6(A).
"Principal Allocation Percentage" shall mean, for any Monthly
Period, (1) during the Revolving Period, the Floating Allocation Percentage and
(2) during an Amortization Period, a fraction, the numerator of which is the
highest Invested Amount during the last Monthly Period of the most recent
Revolving Period, or with respect to the first Monthly Period, the Initial
Invested Amount; provided, that if the Invested Amount of Series 2002-CC is
reduced to zero during such Monthly Period, the numerator shall be zero, and the
denominator of which is the Average Principal Balance for such Monthly Period.
"Principal Shortfall" shall, (i) with respect to the Series
2002-CC Certificate, have the meaning specified in Section 4.09 of the Agreement
and (ii) with respect to each other Series outstanding from time to time, have
the meaning specified for "Principal Shortfall" in the Series Supplement for
such Series.
"Proposed Principal Shortfall Amount" shall have the meaning
specified in the Asset Pool One Supplement.
"Rating Agency" shall mean each nationally recognized rating
agency that has rated the Series 2002-CC Certificate at the request of the
Transferor.
"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.
"Remaining Excess Principal Collections" shall have the
meaning specified in Section 4.09 of the Agreement.
"Remaining Excess Principal Sharing Series" shall mean a
Series designated as a "Remaining Excess Principal Sharing Series" in the
applicable Series Supplement.
"Revolving Period" shall mean each Monthly Period other than a
Monthly Period occurring during the Amortization Period.
"Series 2002-CC" shall mean the Series of the First USA Credit
Card Master Trust represented by the Series 2002-CC Certificate.
5
"Series 2002-CC Certificate" shall have the meaning specified
in Section 1 of this Series Supplement.
"Series 2002-CC Certificateholder" shall mean the Certificate
Representative of the Series 2002-CC Certificate.
"Series 2002-CC Certificateholders' Interest" shall have the
meaning specified in Section 4.04 of the Agreement.
"Series 2002-CC Collateral Certificate Principal Shortfall
Payment" shall have the meaning specified in subsection 4.06(b) of the
Agreement.
"Series 2002-CC Finance Charge Collections" shall mean, with
respect to any Monthly Period, an amount equal to the sum of (i) the Floating
Allocation Percentage of Collections of Finance Charge Receivables in respect of
such Monthly Period and (ii) the investment earnings on amounts on deposit in
the Finance Charge Account and the Principal Account with respect to the related
Transfer Date.
"Series 2002-CC Pay Out Event" shall have the meaning
specified in Section 9 of this Series Supplement.
"Series 2002-CC Principal Collections" shall mean, with
respect to any Monthly Period, an amount equal to the sum of (i) the Principal
Allocation Percentage of Collections of Principal Receivables with respect to
such Monthly Period and (ii) to the extent of any applicable Principal Shortfall
for the related Transfer Date, Remaining Excess Principal Collections, to the
extent available.
"Series 2002-CC Termination Date" shall mean the earlier to
occur of (i) the day after the Transfer Date on which the Invested Amount of the
Series 2002-CC Certificate is paid in full and (ii) the Trust Termination Date.
"Series Servicing Fee Percentage" shall mean 1.50% for so long
as First USA Bank, National Association is the Servicer or 2.00% if First USA
Bank, National Association is no longer the Servicer.
"Transfer and Servicing Agreement" shall mean the Transfer and
Servicing Agreement, dated as of May 1, 2002, among First USA Bank, National
Association, as Transferor, Servicer and Administrator, Bank One Issuance Trust,
as Issuer, and ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as Indenture
Trustee and Collateral Agent, as amended, supplemented or restated from time to
time.
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"Transfer Date" shall mean June 14, 2002 and the Business Day
prior to the 15th day of each month thereafter.
"Unpaid Investor Monthly Servicing Fee" shall mean with
respect to any Monthly Period, the amount of the Investor Monthly Servicing Fee
with respect to each prior Monthly Period not previously distributed to the
Servicer pursuant to Section 4.08 of the Agreement.
SECTION 3. Reassignment and Transfer Terms. The Series 2002-CC
Certificate shall be subject to retransfer to the Transferor at its option (so
long as the Transferor is the Servicer or an Affiliate of the Servicer), in
accordance with the terms specified in subsection 12.02(a) of the Agreement, on
any Transfer Date on or after the Transfer Date on which the Invested Amount
(after giving effect to all payments on such Transfer Date) is reduced to an
amount less than or equal to 10% of the highest Invested Amount at any time (or
such other percentage as shall be specified from time to time by the Servicer,
consistent with sale treatment under generally accepted accounting principles
and regulatory accounting principles). The deposit required in connection with
any such retransfer shall be equal to the Invested Amount on the Transfer Date
on which the retransfer occurs.
SECTION 4. Delivery and Payment for the Series 2002-CC
Certificate. The Transferor shall execute and deliver the Series 2002-CC
Certificate to the Trustee for authentication in accordance with Section 6.01 of
the Agreement. The Trustee shall deliver the Series 2002-CC Certificate when
authenticated in accordance with Section 6.02 of the Agreement.
SECTION 5. Depository; Form of Delivery of the Series 2002-CC
Certificate. (a) The Series 2002-CC Certificate shall be delivered as a
Registered Certificate as provided in Section 6.01 of the Agreement.
(b) The Series 2002-CC Certificate shall constitute a
"security" within the meaning of (i) Article 8 of the Uniform Commercial Code
(including Section 8-102(a)(15) thereof) as in effect from time to time in the
State of Delaware and (ii) the Uniform Commercial Code of any other applicable
jurisdiction that currently or hereafter substantially includes the 1994
revisions to Article 8 thereof as adopted by the American Law Institute and the
National Conference of Commissioners on Uniform State Laws and approved by the
American Bar Association on February 14, 1995.
(c) When issued and sold in accordance with the terms of the
Agreement, including when duly executed and authenticated by the Trustee in
accordance with the terms of the Agreement and when issued and delivered against
payments therefore, the Series 2002-
7
CC Certificate will be duly and validly issued and outstanding, fully paid,
non-assessable, and entitled to the benefits of the Agreement.
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 2002-CC Certificateholder, shall establish and
maintain in the name of the Trust with a Qualified Institution, 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 2002-CC Certificateholder. 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 2002-CC
Certificateholder. 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 2002-CC Certificateholder.
(c) The Distribution Account. The Trustee, for the benefit of the
Series 2002-CC Certificateholder, shall cause to be established and
maintained in the name of the Trust, with an office or branch of a
Qualified Institution, 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 2002-CC
Certificateholder. 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 2002-CC Certificateholder."
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(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 2002-CC Certificate:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.04 Rights of the Series 2002-CC Certificateholder.
The Series 2002-CC Certificate shall represent an undivided interest in the
Trust, consisting of the right to receive, to the extent necessary to make the
required payments with respect to such Series 2002-CC Certificate at the times
and in the amounts specified in this Agreement, (a) the Floating Allocation
Percentage and Principal 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 and the Principal Account
(for such Series, the "Series 2002-CC Certificateholder's Interest"). The
Exchangeable Transferor Certificate shall not represent any interest in the
Collection Account, the Finance Charge Account or the Principal Account, except
as specifically provided in this Article IV.
Section 4.05 Collections and Allocation.
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(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 or the Principal Account, allocable to the Series 2002-CC
Certificate as described in this Article IV.
(b) Daily Allocations. If:
(i) the short-term deposit rating of the Servicer by
Standard & Poor's is below "A-1" or the short-term deposit rating of
the Servicer by ▇▇▇▇▇'▇ is below "P-1"and, if rated by Fitch, is below
"F-1" by Fitch; or
(ii) First USA Bank, National Association is not the
Servicer;
then within 5 Business Days of the occurrence of such event and thereafter, as
promptly as possible after the Date of Processing of Collections with respect to
the Receivables, but in no event later than two Business Days following such
Date of Processing, the Servicer shall deposit all Collections directly into the
Collection Account and the Collection Account shall be moved from the Servicer
if then maintained with it; provided, however, that the Servicer may designate a
lesser amount for deposit into the Collection Account upon satisfaction of the
Rating Agency Condition. The Servicer shall notify the Trustee of any such event
and
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shall provide the Trustee with the account number, account designation of
such account and name of the institution with which such account has been
established.
Should the Servicer be required to make daily deposits of
Collections into the Collection Account pursuant to this subsection, the
Servicer shall establish a mechanism by which Collections are to be allocated
between the Certificateholder and the Transferor and deposited into the Finance
Charge Account and the Principal Account, which method shall satisfy the Rating
Agency Condition.
(c) Monthly Deposits. Notwithstanding the foregoing, the
Servicer need not make daily deposits of Collections into the Collection
Account, the Finance Charge Account or the Principal Account at any time when
the requirements of the third paragraph of subsection 4.03(a) of the Agreement
are satisfied.
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 this Series
Supplement for Series 2002-CC. 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 Monthly Payments. On each Transfer Date, the
Trustee, acting in accordance with written instructions from the Servicer
substantially in the form of Exhibit B hereto, shall make the withdrawals,
deposits and payments specified in subsections (a) and (b) of this Section 4.06.
(a) On each Transfer Date, the Trustee shall deposit into the
Distribution Account for payment to the Certificateholder an amount equal to the
Series 2002-CC Finance Charge Collections deposited or deemed to have been
deposited into the Finance Charge Account for the related Monthly Period to the
Series 2002-CC Certificateholder.
(b) On each Transfer Date, the Trustee shall deposit into the
Distribution Account for payment to the Certificateholder an amount equal to the
sum of (i) the Series 2002-CC share of Principal Collections deposited or deemed
to have been deposited into the Principal Account for the related Monthly Period
and (ii) to the extent of the Principal Shortfall for Series 2002-CC for such
Transfer Date, the Remaining Excess Principal Collections from other Series
pursuant to Section 4.09 of the Agreement (the "Series 2002-CC Collateral
Certificate Principal Shortfall Payment").
Notwithstanding the foregoing, for so long as the requirements
of the third paragraph of subsection 4.03(a) of the Agreement are satisfied:
each of the payments
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described in subsections 4.06(a) and 4.06(b) above shall be made by the
Servicer, the Servicer shall not be required to deposit the amounts so paid in
the Collection Account, the Finance Charge Account, the Principal Account or the
Distribution Account prior to payment, and the information provided to the
Trustee as set forth on Exhibit B hereto shall be for informational purposes
only and shall not be in the form of an instruction to make deposits and
withdrawals.
Section 4.07 Investor Default Amount. On each Determination
Date, the Servicer shall calculate the Investor Default Amount for the preceding
Monthly Period and such Investor Default Amount shall be recognized and
subtracted from the Invested Amount in accordance with the definition thereof as
of the related Transfer Date. In the event that such reduction would cause the
Invested Amount to be a negative number, the Invested Amount will be reduced to
zero.
Section 4.08 Investor Monthly Servicing Fee. On each
Determination Date, with respect to any Monthly Period, the Servicer shall
calculate the Investor Monthly Servicing Fee for the preceding Monthly Period.
With respect to each Monthly Period, the Monthly Servicing Fee plus any Unpaid
Investor Monthly Servicing Fee shall be paid to the Servicer on behalf of the
holder of the Series 2002-CC Certificate at the time specified and to the extent
of funds available pursuant to the Transfer and Servicing Agreement.
Section 4.09 Principal Shortfalls. As specified in subsection
1(a) of this Series Supplement, Series 2002-CC shall be a Remaining Excess
Principal Sharing Series. With respect to each Transfer Date, the Servicer shall
determine the amount of the excess of the Excess Principal Collections for all
Outstanding Series over the aggregate amount of Principal Shortfalls for all
Series other than Series designated as Remaining Excess Principal Sharing Series
pursuant to the applicable Series Supplements (such excess amount, the
"Remaining Excess Principal Collections"). The Servicer shall determine, with
respect to each Transfer Date, the Principal Shortfall for each Remaining Excess
Principal Sharing Series. The "Principal Shortfall" for the Series 2002-CC
Certificate, with respect to any Transfer Date, shall be equal to the lesser of
(i) the Proposed Principal Shortfall Amount designated as such by the Master
Owner Trust Servicer and (ii) the Invested Amount (after application of the
Investor Default Amount and the Principal Allocation Percentage of Collections
of Principal Receivables with respect to the Monthly Period preceding such
Transfer Date but prior to the application of Additional Invested Amounts on
such Transfer Date); provided, however, that if the aggregate amount of
Remaining Excess Principal Collections for such Transfer Date is less than the
aggregate amount, for each Remaining Excess Principal Sharing Series (including
Series 2002-CC), of the lesser of the proposed principal shortfall amount for
such Series and the invested amount of such Series (after application of the
investor default amount and the principal allocation percentage of Collections
of Principal Receivables with respect to the Monthly Period preceding such
Transfer Date but prior to the application of additional invested amounts on
such Transfer Date), then
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the Principal Shortfall for the Series 2002-CC Certificate with respect to such
Transfer Date shall equal the product of (x) the amount of Remaining Excess
Principal Collections for such Transfer Date and (y) a fraction, the numerator
of which is the lesser of (i) the Invested Amount of the Series 2002-CC
Certificate (after application of the Investor Default Amount and the Principal
Allocation Percentage of Collections of Principal Receivables with respect to
the Monthly Period preceding such Transfer Date but prior to the application of
Additional Invested Amounts on such Transfer Date) and (ii) the Proposed
Principal Shortfall Amount for the Series 2002-CC Certificate and the
denominator of which is the aggregate amount determined for each Remaining
Excess Principal Sharing Series (including Series 2002-CC) of the lesser of the
proposed principal shortfall amount for such Series and the invested amount of
such Series (after application of the investor default amount and the principal
allocation percentage of Collections of Principal Receivables with respect to
the Monthly Period preceding such Transfer Date but prior to the application of
additional invested amounts on such Transfer Date).
On each Determination Date, the Servicer shall allocate
Remaining Excess Principal Collections to each Remaining Excess Principal
Sharing Series in an amount equal to the Principal Shortfall for such Series.
The Series 2002-CC Collateral Certificate Principal Shortfall Payment shall be
made to the Certificateholder, if applicable, on each Transfer Date in
accordance with subsection 4.06(b) of the Agreement.
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 2002-CC Certificate:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
Section 5.01 Distributions.
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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) the aggregate amount deposited
into the Distribution Account and payable to the Series 2002-CC
Certificateholder pursuant to subsection 4.06 to the account of the Certificate
Representative as specified in writing by the Certificate Representative, in
immediately available funds; provided, however, that for so long as the
requirements of the third paragraph of subsection 4.03(a) of the Agreement are
satisfied, such payment shall be made by the Servicer in accordance with the
last paragraph of Section 4.06 of the Agreement.
Section 5.02 Monthly Certificateholders' Statement.
-------------------------------------
12
(a) On or before each Transfer Date, the Servicer shall
forward to the Certificate Representative a statement substantially in the form
of Exhibit C prepared by the Servicer and delivered to the Trustee and the
Paying Agent on the preceding Determination Date setting forth the following
information:
(i) the total amount distributed;
(ii) the amount of Collections of Principal Receivables
processed during the related Monthly Period allocated to the Series
2002-CC Certificate;
(iii) the amount of Collections of Finance Charge
Receivables processed during the related Monthly Period allocated to
the Series 2002-CC Certificate as well as other amounts to be treated
as Series 2002-CC Finance Charge Collections;
(iv) the amount of Remaining Excess Principal
Collections allocated to Series 2002-CC for the related Monthly Period;
(v) the aggregate amount of Principal Receivables and
the Invested Amount as of the end of the day on the Record Date;
(vi) the aggregate amount of Receivables as of the end
of the day on the Record Date;
(vii) the aggregate outstanding balance of Accounts
which are 30, 60, 90, 120 and 150 or more days Contractually Delinquent
as of the end of the day on the Record Date;
(viii) the Investor Default Amount, for the related
Monthly Period;
(ix) the amount of the Investor Monthly Servicing Fee,
for the related Monthly Period;
(x) the Additional Invested Amounts for the related
Monthly Period;
(xi) the Invested Amount used in the calculation of the
Principal Allocation Percentage;
(xii) the Invested Amount used in the calculation of the
Floating Allocation Percentage; and
(xiii) such other items as are set forth in Exhibit C to
this Series Supplement.
13
On or before each Transfer Date, the Servicer shall deliver a copy of
each such statement to each Rating Agency.
SECTION 8. Article VI of the Agreement. Article VI (except for
Section 6.1 through 6.14 thereof) shall read in its entirety as follows and
shall be applicable only to the Series 2002-CC Certificate:
ARTICLE VI
THE CERTIFICATES
Section 6.15 Additional Invested Amounts.
---------------------------
(a) The Transferor may sell to the Series 2002-CC
Certificateholder on any Business Day additional undivided interests in the
Trust in specified amounts (such amounts, the "Additional Invested Amounts") if
the conditions precedent to selling an additional interest set forth in
subsection 6.15(b) of the Agreement have been met. If the Series 2002-CC
Certificateholder acquires such additional interest, the Transferor may receive
a cash payment (to be applied in accordance with subsection 6.15(c)). In
addition, as an alternative form of consideration, the Transferor may accept an
increase in the transferor interest in an asset pool in the Bank One Issuance
Trust. The Transferor Interest in the Trust shall decrease as a result of such
sale.
Any Additional Invested Amounts purchased by the Series
2002-CC Certificateholder shall be evidenced by the definitive Certificate held
by the Certificateholder issued on the Closing Date substantially in the form of
Exhibit A hereto. The Series 2002-CC Certificateholder shall and is hereby
authorized to record on the grid attached to the Series 2002-CC Certificate (or
at such Certificateholder's option, in its internal books and records) the date
and invested amount of any Additional Invested Amounts purchased by it, the
current invested amount thereof and each change thereto; provided, that failure
to make any such recordation on such grid or any error in such grid shall not
adversely affect such Certificateholder's rights with respect to its Invested
Amount. The Trustee shall not be responsible for the accuracy of any information
on any such grid or with respect to the Certificateholder's notations in its
internal books and records. The Servicer shall appropriately note all Additional
Invested Amounts (and the increased Invested Amount) as well as any principal
payment and reductions due to the Investor Default Amount on the Servicer's
certificate delivered with respect to the related Monthly Period and direct the
Trustee in writing to apply payments for Additional Invested Amounts as set
forth in subsection 6.15(c).
(b) The Transferor may determine to sell an additional
interest on any date (each, an "Additional Investment Date") as set forth in
subsection 6.15(a) above subject to fulfillment of the following conditions
precedent:
14
(i) on each Additional Investment Date, no event shall
have occurred and be continuing, or shall result from such purchase of
Additional Invested Amounts, that constitutes a Trust Pay Out Event or a Series
2002-CC Pay Out Event;
(ii) on each Additional Investment Date, after giving
effect to the purchase of Additional Invested Amounts, the Transferor Interest
shall equal or exceed the Minimum Transferor Interest and the aggregate amount
of Principal Receivables shall equal or exceed the Minimum Aggregate Principal
Receivables;
(iii) on each Additional Investment Date, the Additional
Invested Amounts shall be conveyed to the Series 2002-CC Certificateholder free
and clear of any Lien (other than any Lien for municipal or other local taxes if
such taxes are not then due and payable or if the Transferor is then contesting
the validity thereof in good faith by appropriate proceedings and has set aside
on its books and records adequate reserves with respect thereto) and in
compliance, in all material respects, with all Requirements of Law applicable to
the Transferor; and
(iv) as of each Additional Investment Date, all
authorizations, consents, orders or approvals of or registrations or
declarations with any Governmental Authority required to be obtained, effected
or given by the Transferor in connection with such Additional Invested Amount
have been duly obtained, effected or given and are in full force and effect.
(c) On each Transfer Date, the Trustee shall apply the cash
proceeds from purchases of Additional Invested Amounts as Excess Principal
Collections, in an amount up to the lesser of (i) the amount specified in
subsection 2.10(a)(i) of the Transfer and Servicing Agreement allocated to the
Series 2002-CC Certificate, (ii) the amount of Principal Collections allocated
to Series 2002-CC and the Investor Default Amount for a Monthly Period and (iii)
the amount of Principal Shortfalls with respect to other Series. Any remaining
cash proceeds from purchases of Additional Invested Amounts shall be paid to the
Transferor. Any cash proceeds received from the purchases of Additional Invested
Amounts on any day which is not a Transfer Date shall be paid to the Transferor
at the time received by the Trust.
SECTION 9. Series 2002-CC Pay Out Events. If any one of the following
events shall occur with respect to the Series 2002-CC Certificate:
(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 other 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 2002-CC Certificateholder and which
continues
15
unremedied for a period of sixty (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, and continues to materially and adversely
affect the interests of the Series 2002-CC Certificateholder 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 to the
Trustee 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 sixty (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 and (ii)
as a result of which the interests of the Series 2002-CC Certificateholder is
materially and adversely affected and continues to be materially and adversely
affected for such period; provided, however, that a Series 2002-CC 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, or such longer period as
the Trustee may specify, in accordance with the provisions of the Agreement;
(c) 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
(d) any Servicer Default shall occur which would have a material
adverse effect on the Series 2002-CC Certificateholder;
then a Series 2002-CC Pay Out Event shall occur without any notice or other
action on the part of the Trustee or the Series 2002-CC Certificateholder
immediately upon the occurrence of such event.
SECTION 10. Series 2002-CC Termination. The right of the Series
2002-CC Certificateholder to receive payments from the Trust will terminate on
the first Business Day following the Series 2002-CC Termination Date.
SECTION 11. Transfer of the 2002-CC Certificate. After the Closing
Date, the Series 2002-CC Certificate may not be sold, participated, transferred,
assigned, exchanged or otherwise pledged or conveyed in whole or in part except
upon the prior delivery to the Trustee and the Certificate Representative of an
Issuer Tax Opinion (as defined in the Indenture) and an Opinion of Counsel to
the effect that, for Federal income tax purposes, (i) such action will not
adversely affect the tax characterization as debt of the Investor Certificates
of any outstanding Series or Class that were characterized as debt at the time
of their issuance, (ii) following such action the Trust will not be treated as
an association (or publicly traded partnership) taxable as a corporation and
(iii) such action will not cause or constitute an event in which gain or loss
would be recognized by any Investor Certificateholder.
16
SECTION 12. ERISA Legend. Each Collateral Certificate will bear a
legend or legends substantially in the following form:
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT
OF FIRST USA BANK, NATIONAL ASSOCIATION 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
Collateral Certificate shall be deemed to have made the representations and
warranties stated in such legend.
SECTION 13. 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 Certificateholder of such Series . . ."
SECTION 14. Consent to Amendment to the Agreement. (a) By purchasing
an interest in the Investor Certificates, the Series 2002-CC Certificateholder
shall be deemed to have consented to any amendments to the Agreement to satisfy
accounting requirements under SFAS 140 and any related or successor accounting
interpretations or requirements thereto for off balance sheet treatment for
Receivables in the Trust.
(b) In addition to being subject to amendment pursuant to any other
provisions relating to amendments in either the Agreement or this Series
Supplement, this Series
17
Supplement may be amended by the Transferor without the consent of the Servicer,
the Trustee or the Series 2002-CC Certificateholder if the Transferor provides
the Trustee with (i) an Opinion of Counsel to the effect that such amendment or
modification would reduce the risk the Trust would be treated as taxable as a
publicly traded partnership pursuant to Code section 7704 and (ii) a certificate
that such amendment or modification would not materially and adversely affect
the Series 2002-CC Certificateholder; provided, that no such amendment shall be
deemed effective without the Trustee's consent, if the Trustee's rights, duties
and obligations hereunder are thereby modified.
Promptly after the effectiveness of any amendment pursuant to this
Section 14, the Transferor shall deliver a copy of such amendment to each of the
Servicer, the Trustee and each Rating Agency.
SECTION 15. Consent Rights. Notwithstanding any other provision of the
Agreement, including Section 6.05 of the Agreement, for so long as the Series
2002-CC Certificate is held by the Bank One Issuance Trust or the Collateral
Agent on behalf of certain noteholders and other beneficiaries of the security
interest granted by the Bank One Issuance Trust to the Collateral Agent in the
Series 2002-CC Certificate, the Series 2002-CC Certificate shall not be
disregarded and will be deemed to be outstanding for purposes of giving any
request, demand, authorization, direction, notice, consent or waiver under the
Agreement.
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.
18
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series 2002-CC Supplement to be duly executed by their respective
officers as of the day and year first above written.
FIRST USA BANK, NATIONAL ASSOCIATION,
Transferor and Servicer
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: First Vice President
THE BANK OF NEW YORK (DELAWARE),
Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Exhibit A
---------
FORM OF SERIES 2002-CC COLLATERAL CERTIFICATE
THIS SERIES 2002-CC CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS SERIES 2002-CC
CERTIFICATE, AGREES THAT IT IS ACQUIRING THIS SERIES 2002-CC CERTIFICATE FOR ITS
OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) AND NOT WITH A VIEW TO, OR FOR
SALE IN CONNECTION WITH, THE PUBLIC DISTRIBUTION HEREOF AND THAT NEITHER THIS
SERIES 2002-CC CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED, EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS
OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE SECURITIES LAWS
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH PROVISIONS. THE TRANSFER OF THIS
SERIES 2002-CC CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THIS SERIES 2002-CC
CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED, ASSIGNED, EXCHANGED OR
OTHERWISE PLEDGED OR CONVEYED, EXCEPT IN ACCORDANCE WITH THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
No. ____
FIRST USA CREDIT CARD MASTER TRUST
SERIES 2002-CC CERTIFICATE
ASSET BACKED CERTIFICATE, SERIES 2002-CC
Evidencing an undivided interest in a trust, the corpus of which consists of a
portfolio of MasterCard (R)* and VISA (R) credit card receivables generated or
acquired by First USA Bank, National Association (the "Bank") and other assets
and interests constituting the Trust under the Pooling and Servicing Agreement
described below.
(Not an interest in or a recourse obligation
of First USA Bank, National Association or any affiliate thereof)
This Investor Certificate certifies that BANK ONE ISSUANCE TRUST (the
"Investor Certificateholder") is the registered owner of an Undivided Interest
in a trust (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") now existing or hereinafter created and
___________________
* MasterCard(R) and VISA(R) are registered trademarks of MasterCard
International Incorporated and Visa USA Incorporated, respectively.
A-1
arising in connection with selected MasterCard(R) and VISA(R) credit card
accounts (the "Accounts") of First USA Bank, National Association, a national
banking association organized under the laws of the United States, all monies
due or to become due in payment of the Receivables, the right to Interchange
Amounts and the other assets and interests constituting the Trust pursuant to
the Amended and Restated Pooling and Servicing Agreement, dated as of March 28,
2002, as supplemented by the Series 2002-CC Supplement, dated as of May 1, 2002
(collectively, the "Pooling and Servicing Agreement"), by and between First USA
Bank, National Association, as Transferor (the "Transferor") and as Servicer
(the "Servicer") and The Bank of New York (Delaware), as Trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth herein.
To the extent not defined herein, capitalized terms used herein have
the respective meanings assigned to them in the Pooling and Servicing Agreement.
This Investor Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the Investor
Certificateholder by virtue of the acceptance hereof assents and by which the
Investor Certificateholder is bound.
Although a summary of certain provisions of the Pooling and Servicing
Agreement is set forth below, this Investor Certificate is qualified in its
entirety by the terms and provisions of the Pooling and Servicing Agreement and
reference is made to that Pooling and Servicing 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.
Beginning on June 14, 2002 and on each Transfer Date thereafter, the
Trustee shall distribute to the Investor Certificateholder of record as of the
last Business Day of the calendar month preceding such Transfer Date such
amounts as are payable pursuant to the Pooling and Servicing Agreement and as
are requested by the certificate delivered to the Trustee by the Servicer
pursuant to Section 4.06 of the Pooling and Servicing Agreement. The Series
2002-CC Termination Date is the earlier to occur of (i) the day after the
Transfer Date on which the Invested Amount of the Series 2002-CC Certificate is
paid in full and (ii) the Trust Termination Date. Principal with respect to the
Series 2002-CC Certificate will be paid under the circumstances described in the
Pooling and Servicing Agreement.
Pursuant to Section 6.15 of the Pooling and Servicing Agreement, the
Investor Certificateholder may purchase Additional Invested Amounts on the terms
and conditions specified therein. The Investor Certificateholder is authorized
to record on the grid attached to its Certificate (or at such Investor
Certificateholder's option, in its internal books and records) the date and
amount of any Additional Invested Amount purchased by it, and each payment
thereof; provided that failure to make any such recordation on such grid or any
error in such grid shall not adversely affect such Investor Certificateholder's
rights with respect to its Invested Amount and its right to receive interest
payments in respect of the Invested Amount held by such Investor
Certificateholder.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Investor Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement,
or be valid for any purpose.
This Investor Certificate shall constitute a "security" within the
meaning of (i) Article 8 of the Uniform Commercial Code (including Section
8-102(a)(15) thereof) as in effect from time to time in the State of Delaware
and (ii) the Uniform Commercial Code of any other applicable jurisdiction that
currently or hereinafter substantially includes the 1994 revisions to Article 8
thereof as adopted by the
A-1
American Law Institute and the National Conference of Commissioners on Uniform
State Laws and approved by the American Bar Association on February 14, 1995.
This Investor Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to the
conflict of law principles thereof.
IN WITNESS WHEREOF, the Transferor has caused this Series 2002-CC
Certificate to be duly executed on this 1st day of May, 2002.
FIRST USA BANK, NATIONAL ASSOCIATION
By:__________________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is the Series 2002-CC Certificate referred to in the
within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK (DELAWARE)
as Authenticating Agent
By:__________________________________
Name:
Title:
Date: __________, 2002
A-1
Beginning Additional Ending
Invested Invested Principal Invested
Date Amount Amount Payment Amount
---- --------- ---------- --------- --------
A-1
Exhibit B
---------
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
FIRST USA BANK, NATIONAL ASSOCIATION
FIRST USA CREDIT CARD MASTER TRUST, SERIES 2002-CC
Monthly Period:
Transfer Date:
The undersigned, a duly authorized representative of First USA Bank, National
Association (the "Bank"), as Servicer, pursuant to the Amended and Restated
Pooling and Servicing Agreement dated as of March 28, 2002 (the "Pooling and
Servicing Agreement") and the Series 2002-CC Supplement, dated as of May 1, 2002
(the "Supplement"), by and between the Bank and The Bank of New York (Delaware),
as Trustee (the "Trustee"), does hereby certify as follows:
I. Capitalized terms used in this Certificate have their
respective meanings set forth in the Pooling and Servicing
Agreement; provided, that the preceding "Monthly Period" shall
mean the Monthly Period immediately preceding the calendar
month in which this Certificate is delivered. References
herein to certain sections and subsections are references to
the respective sections and subsections of the Pooling and
Servicing Agreement. This Certificate is delivered pursuant to
Section 4.06 of the Pooling and Servicing Agreement.
II. The Bank is Servicer under the Pooling and Servicing
Agreement.
III. The undersigned is a Servicing Officer.
IV. The date of this notice is a Determination Date under the
Pooling and Servicing Agreement.
A. Instruction to make deposits and withdrawals
1. Pursuant to subsection 4.06(a), the amount to be paid to the Series 2002-CC
Certificateholder on the Transfer Date in respect of Collections of Finance
Charge Receivables $
2. Pursuant to subsection 4.06(b)(i), the amount to be paid to the Series
2002-CC Certificateholder on the Transfer Date in respect of Collections of
Principal Receivables allocated to Series 2002-CC $
3. Pursuant to subsection 4.06(b)(ii), the amount to be paid to the Series
2002-CC Certificateholder on the Transfer Date in respect of Remaining Excess
Principal Collections from other Series $
B-1
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Certificate on this [_] day of [ ], 2002.
FIRST USA BANK, NATIONAL ASSOCIATION,
as Servicer
By:______________________________
Name:
Title:
B-2
Exhibit C
---------
MONTHLY CERTIFICATEHOLDERS' STATEMENT
FIRST USA BANK, NATIONAL ASSOCIATION
FIRST USA CREDIT CARD MASTER TRUST, SERIES 2002-CC
Monthly Period:
Transfer Date:
Under Section 5.02 of the Amended and Restated Pooling and Servicing Agreement
dated as of March 28, 2002 (the "Pooling and Servicing Agreement") by and
between First USA Bank, National Association (the "Bank") and The Bank of New
York (Delaware), as trustee (the "Trustee"), the Bank, as Servicer, is required
to prepare certain information each month regarding current distributions to
Certificateholders and the performance of the First USA Credit Card Master Trust
(the "Trust") during the previous month. The information which is required to be
prepared with respect to theDistribution Date noted above and with respect to
the performance of theTrust during the month noted above is set forth below.
Capitalized terms used in this Monthly Certificateholders' Statement have their
respective meanings set forth in the Pooling and Servicing Agreement.
A. Information Regarding the Current Monthly Distribution
1. The total amount to be distributed to Certificateholders on the Transfer
Date $
2. The amount set forth in item 1 above representing Collections of Principal
Receivables allocated to Series 2002-CC $
3. The amount set forth in item 1 above representing Remaining Excess Principal
Collections allocated to Series 2002-CC $
4. The amount of the distribution set forth in 1 above representing Collections
of Finance Charge Receivables allocated to Series 2002-CC as well as any
other amounts to be treated as Series 2002-CC Finance Charge Collections
B. Information Regarding the Performance of the Trust
1. The aggregate amount of Receivables in the Trust as of the last day of the
Monthly Period $
2. The aggregate amount of Principal Receivables in the Trust as of the last
day of the Monthly Period $
3. The Invested Amount as of the last day of the Monthly Period $
4. The Invested Amount used in calculating the Floating Allocation Percentage
for the current Monthly Period $
5. The Invested Amount used in calculating the Principal Allocation Percentage
for the current Monthly Period $
C-1
6. The aggregate amount of outstanding balances in the Accounts which were
delinquent as of the end of the day of the last day of the Monthly Period
(a) 30-59 days $
(b) 60-89 days $
(c) 90-119 days $
(d) 120-149 days $
(e) 150-179 days $
Total $
7. 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") $
8. The amount of the Investor Monthly Servicing Fee payable to the Servicer
for the Monthly Period $
9. The total Additional Invested Amount to be added to the Invested Amount on
the Transfer Date $
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Certificate on this [ ] day of [ ] 2002.
FIRST USA BANK, NATIONAL ASSOCIATION,
as Servicer
By:______________________________
Name:
Title:
C-2