Exhibit 4.3
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BANK ONE ISSUANCE TRUST
as Issuer
and
▇▇▇▇▇ FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
as Indenture Trustee and Collateral Agent for Asset Pool One
ONESERIES INDENTURE SUPPLEMENT
dated as of [ ], 2002
to
INDENTURE
dated as of [ ], 2002
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TABLE OF CONTENTS
PAGE
ARTICLE I
Definitions and Other Provisions of General Application
Section 1.01 DEFINITIONS.......................................................................1
Section 1.02 GOVERNING LAW....................................................................31
Section 1.03 COUNTERPARTS.....................................................................31
Section 1.04 RATIFICATION OF INDENTURE........................................................31
ARTICLE II
The ONEseries Notes
Section 2.01 CREATION AND DESIGNATION.........................................................32
Section 2.02 NEW ISSUANCES OF ONEseries NOTES.................................................32
Section 2.03 REQUIRED SUBORDINATED AMOUNT CONDITIONS TO ISSUANCE OF A TRANCHE OF A
SENIOR CLASS OF ONEseries NOTES..................................................33
ARTICLE III
Allocations, Deposits and Payments
Section 3.01 ALLOCATIONS OF ASSET POOL ONE FINANCE CHARGE COLLECTIONS AND THE ASSET
POOL ONE DEFAULT AMOUNT TO THE ONEseries NOTES...................................36
Section 3.02 ALLOCATIONS OF ONEseries AVAILABLE FINANCE CHARGE COLLECTIONS....................36
Section 3.03 TARGETED DEPOSITS TO THE INTEREST FUNDING ACCOUNT................................37
Section 3.04 ALLOCATIONS OF ONEseries AVAILABLE FINANCE CHARGE COLLECTIONS TO THE
INTEREST FUNDING ACCOUNT AND TO THE INTEREST FUNDING SUB-ACCOUNTS................39
Section 3.05 AMOUNTS TO BE TREATED AS ONEseries AVAILABLE FINANCE CHARGE
COLLECTIONS; PAYMENTS RECEIVED FROM DERIVATIVE COUNTERPARTIES FOR
INTEREST IN A FOREIGN CURRENCY; OTHER DEPOSITS TO THE INTEREST FUNDING SUB-
ACCOUNTS.........................................................................40
Section 3.06 ALLOCATIONS OF REDUCTIONS FROM INVESTOR CHARGE-OFFS TO THE NOMINAL
LIQUIDATION AMOUNT OF SUBORDINATED CLASSES.......................................41
Section 3.07 ALLOCATIONS OF REIMBURSEMENTS OF NOMINAL LIQUIDATION AMOUNT DEFICITS.............43
Section 3.08 ALLOCATIONS OF ASSET POOL ONE PRINCIPAL COLLECTIONS TO THE ONEseries
NOTES............................................................................44
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Section 3.09 APPLICATION OF ONEseries AVAILABLE PRINCIPAL COLLECTIONS.........................44
Section 3.10 ALLOCATION OF ONEseries SERVICING FEE SHORTFALLS.................................47
Section 3.11 COMPUTATION OF REDUCTIONS TO THE NOMINAL LIQUIDATION AMOUNT OF
SUBORDINATED CLASSES FROM REALLOCATIONS OF ONEseries AVAILABLE
PRINCIPAL COLLECTIONS............................................................47
Section 3.12 TARGETED DEPOSITS OF ONEseries AVAILABLE PRINCIPAL COLLECTIONS TO THE
PRINCIPAL FUNDING ACCOUNT AND THE PRINCIPAL FUNDING SUB-ACCOUNT..................50
Section 3.13 ALLOCATIONS AMONG PRINCIPAL FUNDING SUB-ACCOUNTS.................................52
Section 3.14 AMOUNTS TO BE TREATED AS ONEseries AVAILABLE PRINCIPAL COLLECTIONS;
PAYMENTS RECEIVED FROM DERIVATIVE COUNTERPARTIES FOR PRINCIPAL; OTHER
DEPOSITS TO PRINCIPAL FUNDING SUB-ACCOUNTS.......................................54
Section 3.15 WITHDRAWALS FROM INTEREST FUNDING ACCOUNT........................................55
Section 3.16 WITHDRAWALS FROM PRINCIPAL FUNDING ACCOUNT.......................................57
Section 3.17 LIMIT ON DEPOSITS TO THE PRINCIPAL FUNDING SUB-ACCOUNT OF SUBORDINATED
CLASS OF ONEseries NOTES; LIMIT ON REPAYMENTS OF ALL TRANCHES....................59
Section 3.18 CALCULATION OF NOMINAL LIQUIDATION AMOUNT........................................60
Section 3.19 REINVESTMENT IN THE COLLATERAL OF ASSET POOL ONE.................................62
Section 3.20 NETTING OF DEPOSITS AND PAYMENTS.................................................62
Section 3.21 PRO RATA PAYMENTS WITHIN A TRANCHE...............................................62
Section 3.22 SALE OF COLLATERAL FOR NOTES THAT ARE ACCELERATED OR REACH LEGAL MATURITY........62
Section 3.23 CALCULATION OF PREFUNDING TARGET AMOUNT..........................................65
Section 3.24 TARGETED DEPOSITS TO THE CLASS C RESERVE ACCOUNT.................................67
Section 3.25 WITHDRAWALS FROM THE CLASS C RESERVE ACCOUNT.....................................68
Section 3.26 COMPUTATION OF INTEREST..........................................................69
Section 3.27 SHARED EXCESS AVAILABLE FINANCE CHARGE COLLECTIONS...............................69
Section 3.28 SHARED EXCESS AVAILABLE PRINCIPAL COLLECTIONS....................................70
Section 3.29 PAYMENT OF PRINCIPAL COLLECTIONS RECEIVED WITH RESPECT TO REMAINING
SERIES AVAILABLE PRINCIPAL COLLECTIONS SHORTFALL FROM ASSET POOL ONE
COLLATERAL CERTIFICATES..........................................................71
Section 3.30 ALLOCATIONS OF SEGREGATED ONEseries FINANCE CHARGE COLLECTIONS...................72
Section 3.31 FINAL PAYMENT....................................................................72
ARTICLE IV
Early Amortization of Notes
Section 4.01 EARLY AMORTIZATION EVENTS........................................................73
ARTICLE V
ii
Bank Accounts and Investments
Section 5.01 BANK ACCOUNTS....................................................................75
iii
EXHIBITS
EXHIBIT A-1 FORM OF CLASS A NOTE
EXHIBIT A-2 FORM OF CLASS B NOTE
EXHIBIT A-3 FORM OF CLASS C NOTE
EXHIBIT B FORM OF ONESERIES SCHEDULE TO PAYMENT INSTRUCTIONS
EXHIBIT C FORM OF ONESERIES SCHEDULE TO MONTHLY NOTEHOLDERS'
STATEMENT
iv
This
ONEseries INDENTURE SUPPLEMENT (this "INDENTURE SUPPLEMENT"), by
and between BANK ONE ISSUANCE TRUST, a statutory business trust organized under
the laws of the State of
Delaware (the "ISSUER"), having its principal office at
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, and ▇▇▇▇▇ FARGO BANK
MINNESOTA, NATIONAL ASSOCIATION, a national banking association, in its capacity
as Indenture Trustee (the "INDENTURE TRUSTEE") and as Collateral Agent for Asset
Pool One (the "COLLATERAL AGENT"), is made and entered into as of [ ], 2002.
Pursuant to this Indenture Supplement, the Issuer shall create a new
Series of Notes (each as defined below), the ONEseries, and shall specify the
principal terms thereof. The ONEseries Notes shall be secured by the Collateral
in Asset Pool One.
ARTICLE I
Definitions and Other Provisions of General Application
Section 1.01 DEFINITIONS. For all purposes of this Indenture
Supplement, except as otherwise expressly provided or unless the context
otherwise requires:
(1) the terms defined in this Article have the meanings assigned to
them in this Article, and, along with any other term defined in
any Section of this Indenture Supplement, include the plural as
well as the singular;
(2) all other terms used herein which are defined in the Indenture,
the Asset Pool One Supplement or the Transfer and Servicing
Agreement, either directly or by reference therein, have the
meanings assigned to them therein;
(3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted
accounting principles and, except as otherwise herein expressly
provided, the term "generally accepted accounting principles"
with respect to any computation required or permitted hereunder
means such accounting principles as are generally accepted in the
United States of America at the date of such computation;
(4) all references in this Indenture Supplement to designated
"Articles," "Sections" and other subdivisions are to the
designated Articles, Sections and other subdivisions of this
Indenture Supplement as originally executed. The words "herein,"
"hereof" and "hereunder" and other words of
similar import refer to this Indenture Supplement as a whole and
not to any particular Article, Section or other subdivision;
(5) in the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision
contained in the Indenture, the terms and provisions of this
Indenture Supplement shall be controlling;
(6) each capitalized term defined herein shall relate only to the
ONEseries Notes and no other Series of Notes issued by the
Issuer; and
(7) "including" and words of similar import will be deemed to be
followed by "without limitation."
"ACCUMULATION COMMENCEMENT DATE" means, for any Tranche of ONEseries
Notes, the first calendar day of the month that is twelve (12) whole calendar
months prior to the Scheduled Principal Payment Date for such Tranche of
ONEseries Notes; PROVIDED, HOWEVER, that, if the Accumulation Period Length for
such Tranche of ONEseries Notes is less than twelve (12) whole calendar months,
the Accumulation Commencement Date will be the first calendar day of the month
that is the number of whole calendar months prior to such Scheduled Principal
Payment Date at least equal to the Accumulation Period Length and, as a result,
the number of Monthly Periods during the period from the Accumulation
Commencement Date to and including the Monthly Period prior to such Scheduled
Principal Payment Date will at least equal the Accumulation Period Length.
"ACCUMULATION PERIOD LENGTH" is defined in subsection 3.12(b)(ii).
"ADVERSE EFFECT" has the meaning specified in the Indenture.
"ADJUSTED OUTSTANDING DOLLAR PRINCIPAL AMOUNT" has the meaning
specified in the Indenture.
"ADMINISTRATOR" has the meaning specified in the Transfer and
Servicing Agreement.
"AGGREGATE REMAINING SERIES AVAILABLE PRINCIPAL COLLECTIONS SHORTFALL"
means, with respect to any Monthly Period as determined on the related
Determination Date, the sum of the Remaining Series Available Principal
Collections Shortfalls (as such term is defined in each of the applicable
Indenture Supplements) for each Series of Asset Pool One Notes for such Monthly
Period.
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"AGGREGATE SERIES AVAILABLE FINANCE CHARGE COLLECTIONS SHORTFALL"
means, with respect to any Monthly Period as determined on the related
Determination Date, the sum of the Series Available Finance Charge Collections
Shortfalls (as such term is defined in each of the applicable Indenture
Supplements) for each Shared Excess Available Finance Charge Collections Series
in Shared Excess Available Finance Charge Collections Group A for such Monthly
Period.
"AGGREGATE SERIES AVAILABLE PRINCIPAL COLLECTIONS SHORTFALL" means,
with respect to any Monthly Period as determined on the related Determination
Date, the sum of the Series Available Principal Collections Shortfalls (as such
term is defined in each of the applicable Indenture Supplements) for each Series
of Asset Pool One Notes for such Monthly Period.
"AMORTIZATION PERIOD" means, with respect to any Tranche of ONEseries
Notes, each Monthly Period with respect to which a deposit is required to be
made into the Principal Funding Sub-Account of such Tranche of ONEseries Notes
pursuant to subsection 3.09(e) and Section 3.12.
"ASSET POOL ONE" means the Asset Pool (as defined in the Indenture)
securing the ONEseries Notes and any other Series of Notes if so specified in
the applicable Indenture Supplement for such Series of Notes.
"ASSET POOL ONE ACCOUNTS" has the meaning specified in the Asset Pool
One Supplement.
"ASSET POOL ONE AVERAGE PRINCIPAL BALANCE" has the meaning specified
in the Asset Pool One Supplement.
"ASSET POOL ONE COLLATERAL CERTIFICATE" has the meaning specified in
the Asset Pool One Supplement.
"ASSET POOL ONE COLLATERAL CERTIFICATE PRINCIPAL SHORTFALL PAYMENTS"
has the meaning specified in the Asset Pool One Supplement.
"ASSET POOL ONE DEFAULT AMOUNT" has the meaning specified in the Asset
Pool One Supplement.
"ASSET POOL ONE FINANCE CHARGE COLLECTIONS" has the meaning specified
in the Asset Pool One Supplement.
"ASSET POOL ONE MINIMUM POOL BALANCE" has the meaning specified in the
Asset Pool One Supplement.
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"ASSET POOL ONE NOTES" has the meaning specified in the Asset Pool One
Supplement.
"ASSET POOL ONE POOL BALANCE" has the meaning specified in the Asset
Pool One Supplement.
"ASSET POOL ONE PRINCIPAL COLLECTIONS" has the meaning specified in
the Asset Pool One Supplement.
"ASSET POOL ONE RECEIVABLES" has the meaning specified in the Asset
Pool One Supplement.
"ASSET POOL ONE REINVESTMENT AMOUNT" has the meaning specified in the
Asset Pool One Supplement.
"ASSET POOL ONE RESTRICTION EVENT" means, (a) with respect to any
Asset Pool One Collateral Certificate, the applicable transferor for the related
Master Trust becomes unable for any reason to transfer receivables to that
Master Trust or (b) with respect to any Asset Pool One Account, a Transfer
Restriction Event occurs with respect to any Asset Pool One Receivables arising
in such Asset Pool One Account.
"ASSET POOL ONE SERVICING FEE" has the meaning specified in the Asset
Pool One Supplement.
"ASSET POOL ONE SUPPLEMENT" means the Asset Pool One Supplement to the
Indenture, dated as of [ ], 2002 among the Issuer and ▇▇▇▇▇ Fargo Bank
Minnesota, National Association, as Indenture Trustee and as Collateral Agent
for Asset Pool One, as amended, supplemented, restated or otherwise modified
from time to time.
"ASSET POOL ONE TRANSFEROR AMOUNT" has the meaning specified in the
Asset Pool One Supplement.
"ASSET POOL ONE TRANSFEROR PERCENTAGE" has the meaning specified in
the Asset Pool One Supplement.
"ASSET POOL SUPPLEMENT" has the meaning specified in the Indenture.
"AVAILABLE FINANCE CHARGE COLLECTIONS" has the meaning specified in
the Indenture.
"AVAILABLE PRINCIPAL COLLECTIONS" has the meaning specified in the
Indenture.
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"BANKRUPTCY CODE" means the United States Bankruptcy Code located in
Title 11 of the United States Code.
"BASE RATE" means, with respect to any Monthly Period, the sum of (1)
the ONEseries Servicing Fee Percentage and (2) the weighted average (based on
the Outstanding Dollar Principal Amount of the related ONEseries Notes) of the
following:
(a) in the case of a Tranche of ONEseries Dollar Interest-bearing
Notes with no Derivative Agreement for interest, the rate of interest
applicable to such Tranche for the period from and including the Monthly
Interest Accrual Date for such Tranche of ONEseries Dollar Interest-bearing
Notes in such Monthly Period to but excluding the Monthly Interest Accrual
Date for such Tranche of ONEseries Dollar Interest-bearing Notes in the
following Monthly Period;
(b) in the case of a Tranche of ONEseries Discount Notes, the rate of
accretion (converted to an accrual rate) of such Tranche for the period
from and including the Monthly Principal Accrual Date for such Tranche of
ONEseries Discount Notes in such Monthly Period to but excluding the
Monthly Principal Accrual Date for such Tranche of ONEseries Discount Notes
in the following Monthly Period;
(c) in the case of a Tranche of ONEseries Notes with a Performing
Derivative Agreement for interest, the rate at which payments by the Issuer
to the applicable Derivative Counterparty accrue (prior to the netting of
such payments, if applicable) for the period from and including the Monthly
Interest Accrual Date for such Tranche of ONEseries Notes in such Monthly
Period to but excluding the Monthly Interest Accrual Date for such Tranche
of ONEseries Notes in the following Monthly Period; and
(d) in the case of a Tranche of ONEseries Notes with a non-Performing
Derivative Agreement for interest, the rate specified in the related Terms
Document.
"BENEFICIARY" has the meaning specified in the Trust Agreement.
"BUSINESS DAY" has the meaning specified in the Indenture.
"CLASS" means the Class A Notes, the Class B Notes or the Class C
Notes, as applicable.
"CLASS A NOTE" means a ONEseries Note specified in the applicable
Terms Document as belonging to Class A.
5
"CLASS A REQUIRED SUBORDINATED AMOUNT" means, with respect to any
Tranche of Class A Notes on any date, the aggregate Nominal Liquidation Amount
of all Tranches of Class B Notes and/or Class C Notes, as the case may be, as
specified in the applicable Terms Document for such Tranche of Class A Notes,
that is required to be Outstanding and available on any date in each Monthly
Period during which such Tranche of Class A Notes is Outstanding.
"CLASS A UNUSED SUBORDINATED AMOUNT OF CLASS B NOTES" means for any
Tranche of Outstanding Class A Notes on any date, an amount equal to the Class A
Required Subordinated Amount of Class B Notes MINUS the Class A Usage of Class
B Required Subordinated Amount as of such date.
"CLASS A UNUSED SUBORDINATED AMOUNT OF CLASS C NOTES" means for any
Tranche of Outstanding Class A Notes on any date, an amount equal to the Class A
Required Subordinated Amount of Class C Notes MINUS the Class A Usage of Class
C Required Subordinated Amount as of such date.
"CLASS A USAGE OF CLASS B REQUIRED SUBORDINATED AMOUNT" means, with
respect to any Tranche of Outstanding Class A Notes, (x) on the date of issuance
of such Tranche and on each date to but not including the initial First Note
Transfer Date for such Tranche, zero and (y) on each date in the period from and
including the initial First Note Transfer Date for such Tranche to but not
including the second First Note Transfer Date for such Tranche, the sum of the
amounts set forth below and (z) on each date in the period from and including
the second or any subsequent First Note Transfer Date for such Tranche to but
not including the next succeeding First Note Transfer Date, the Class A Usage
of Class B Required Subordinated Amount as of the close of business on the prior
First Note Transfer Date PLUS the sum of the amounts set forth below (in each
case, such amount shall not exceed the Class A Unused Subordinated Amount of
Class B Notes for such Tranche of Class A Notes after giving effect to the
previous clauses, if any):
(a) an amount equal to the product of (A) a fraction, the numerator
of which is the Class A Unused Subordinated Amount of Class B Notes for such
Tranche of Class A Notes (as of the close of business on the last day of the
prior Monthly Period) and the denominator of which is the aggregate Nominal
Liquidation Amount of all Tranches of Class B Notes (as of the close of business
on the last day of the prior Monthly Period), TIMES (B) the amount of Investor
Charge-Offs initially allocated to Class B Notes pursuant to subsection 3.06(a)
which did not result in a Class A Usage of Class C Required Subordinated Amount
for such Tranche of Class A Notes on such First Note Transfer Date; PLUS
(b) the amount of Investor Charge-Offs initially allocated to such
Tranche of Class A Notes pursuant to subsection 3.06(a) and then reallocated to
Class B Notes pursuant to subsection 3.06(b) on such First Note Transfer Date;
PLUS
6
(c) the amount of ONEseries Available Principal Collections
reallocated on such First Note Transfer Date that will be deposited in the
Interest Funding Sub-Account for such Tranche of Class A Notes pursuant to
subsection 3.09(a) on the applicable Note Transfer Date for such Tranche of
Class A Notes which did not result in a Class A Usage of Class C Required
Subordinated Amount for such Tranche of Class A Notes on such First Note
Transfer Date; PLUS
(d) the amount of ONEseries Available Principal Collections
reallocated to pay any amount to the Servicer for such Tranche of Class A Notes
pursuant to subsection 3.09(c) on such First Note Transfer Date which did not
result in a Class A Usage of Class C Required Subordinated Amount for such
Tranche of Class A Notes on such First Note Transfer Date; MINUS
(e) an amount (not to exceed the Class A Usage of Class B Required
Subordinated Amount for such Tranche of Class A Notes after giving effect to the
amounts computed pursuant to clauses (a) through (d) above) equal to the sum of
(x) the product of (A) a fraction, the numerator of which is the Class A Usage
of Class B Required Subordinated Amount for such Tranche of Class A Notes (prior
to giving effect to any reimbursement of a Nominal Liquidation Amount Deficit of
any Tranche of Class B Notes on such First Note Transfer Date) and the
denominator of which is the aggregate Nominal Liquidation Amount Deficits of all
Tranches of Class B Notes (prior to giving effect to any reimbursement of a
Nominal Liquidation Amount Deficit of any Tranche of Class B Notes on such First
Note Transfer Date), TIMES (B) the aggregate amount of the Nominal Liquidation
Amount Deficits of all Tranches of Class B Notes which are reimbursed pursuant
to subsection 3.07(b) on such First Note Transfer Date, PLUS (y) if the
aggregate Class A Usage of Class B Required Subordinated Amount for all Tranches
of Class A Notes (prior to giving effect to any reimbursement of a Nominal
Liquidation Amount Deficit of any Tranche of Class B Notes on such First Note
Transfer Date) exceeds the aggregate Nominal Liquidation Amount Deficits of all
Tranches of Class B Notes (prior to giving effect to any reimbursement of a
Nominal Liquidation Amount Deficit of any Tranche of Class B Notes on such First
Note Transfer Date), the product of:
(A) a fraction, the numerator of which is the amount of such
excess and the denominator of which is the aggregate Nominal
Liquidation Amount Deficits of all Tranches of Class C Notes
(prior to giving effect to any reimbursement of a Nominal
Liquidation Amount Deficit of any Tranche of Class C Notes on
such First Note Transfer Date); TIMES
(B) the aggregate amount of the Nominal Liquidation Amount
Deficits of all Tranches of Class C Notes which are reimbursed on
such First Note Transfer Date pursuant to subsection 3.07(c);
TIMES
7
(C) a fraction, the numerator of which is the Class A Usage
of Class B Required Subordinated Amount for such Tranche of Class
A Notes (prior to giving effect to such reimbursement) and the
denominator of which is the Class A Usage of Class B Required
Subordinated Amount for all Tranches of Class A Notes (prior to
giving effect to such reimbursement).
"CLASS A USAGE OF CLASS C REQUIRED SUBORDINATED AMOUNT" means, with
respect to any Tranche of Outstanding Class A Notes, (x) on the date of issuance
of such Tranche, and on each date to but not including the initial First Note
Transfer Date for such Tranche, zero and (y) on each date in the period from and
including the initial First Note Transfer Date for such Tranche to but not
including the second First Note Transfer Date for such Tranche, the sum of the
amounts set forth below and (z) on each date in the period from and including
the second or any subsequent First Note Transfer Date for such Tranche to but
not including the next succeeding First Note Transfer Date, the Class A Usage
of Class C Required Subordinated Amount as of the close of business on the prior
First Note Transfer Date PLUS the sum of the amounts set forth below (in each
case, such amount shall not exceed the Class A Unused Subordinated Amount of
Class C Notes for such Tranche of Class A Notes after giving effect to the
previous clauses, if any):
(a) an amount equal to the product of (A) a fraction, the numerator
of which is the Class A Unused Subordinated Amount of Class C Notes for such
Tranche of Class A Notes (as of the close of business on the last day of the
prior Monthly Period) and the denominator of which is the aggregate Nominal
Liquidation Amount of all Tranches of Class C Notes (as of the close of business
on the last day of the prior Monthly Period), TIMES (B) the amount of Investor
Charge-Offs initially allocated to Class C Notes pursuant to subsection 3.06(a)
on such First Note Transfer Date; PLUS
(b) the amount of Investor Charge-Offs initially allocated to such
Tranche of Class A Notes pursuant to subsection 3.06(a) and then reallocated to
Class C Notes pursuant to subsection 3.06(b) on such First Note Transfer Date;
PLUS
(c) an amount equal to the product of (A) a fraction, the numerator
of which is the Class A Unused Subordinated Amount of Class B Notes for such
Tranche of Class A Notes (as of the close of business on the last day of the
prior Monthly Period) and the denominator of which is the aggregate Nominal
Liquidation Amount of all Tranches of Class B Notes (as of the close of business
on the last day of the prior Monthly Period), TIMES (B) the amount of Investor
Charge-Offs initially allocated to Class B Notes pursuant to subsection 3.06(a)
on such First Note Transfer Date; PLUS
8
(d) the amount of ONEseries Available Principal Collections
reallocated on such First Note Transfer Date that will be deposited in the
Interest Funding Sub-Account for such Tranche of Class A Notes pursuant to
subsection 3.09(a) on the applicable Note Transfer Date for such Tranche of
Class A Notes; PLUS
(e) an amount equal to the product of (A) a fraction, the numerator
of which is the Class A Unused Subordinated Amount of Class B Notes for such
Tranche of Class A Notes (as of the close of business on the last day of the
prior Monthly Period) and the denominator of which is the aggregate Nominal
Liquidation Amount of all Tranches of Class B Notes (as of the close of business
on the last day of the prior Monthly Period), TIMES (B) the amount of ONEseries
Available Principal Collections reallocated on such First Note Transfer Date
that will be deposited in the Interest Funding Sub-Account for any Tranche of
Class B Notes pursuant to subsection 3.09(b) on the applicable Note Transfer
Date for such Tranche of Class B Notes; PLUS
(f) the amount of ONEseries Available Principal Collections
reallocated to pay any amount to the Servicer for such Tranche of Class A Notes
pursuant to subsection 3.09(c) on such First Note Transfer Date; PLUS
(g) an amount equal to the product of (A) a fraction, the numerator
of which is the Class A Unused Subordinated Amount of Class B Notes for such
Tranche of Class A Notes (as of the close of business on the last day of the
prior Monthly Period) and the denominator of which is the aggregate Nominal
Liquidation Amount of all Tranches of Class B Notes (as of the close of business
on the last day of the prior Monthly Period), TIMES (B) the amount of ONEseries
Available Principal Collections reallocated to pay any amount to the Servicer
for any Tranche of Class B Notes pursuant to subsection 3.09(d) on such First
Note Transfer Date; MINUS
(h) an amount for such Tranche of Class A Notes (not to exceed the
Class A Usage of Class C Required Subordinated Amount for such Tranche of Class
A Notes after giving effect to the amounts computed pursuant to clauses (a)
through (g) above) equal to the product of (A) a fraction, the numerator of
which is the Class A Usage of Class C Required Subordinated Amount for such
Tranche of Class A Notes (prior to giving effect to any reimbursement of a
Nominal Liquidation Amount Deficit of any Tranche of Class C Notes on such First
Note Transfer Date) and the denominator of which is the aggregate Nominal
Liquidation Amount Deficits of all Tranches of Class C Notes (prior to giving
effect to any reimbursement of a Nominal Liquidation Amount Deficit of any
Tranche of Class C Notes on such First Note Transfer Date), TIMES (B) the
aggregate Nominal Liquidation Amount Deficits of all Tranches of Class C Notes
which are reimbursed pursuant to subsection 3.07(c) on such First Note Transfer
Date.
"CLASS B ALLOCATION PERCENTAGE" means, with respect to any Monthly
Period, for the Class B Notes, a fraction, the numerator of which is equal to
the sum of (1) for all Tranches
9
of Class B Notes in an Amortization Period (exclusive of (x) any Tranche of
Class B Notes which will be paid in full during such Monthly Period and (y) any
Tranche of Class B Notes which will have a Nominal Liquidation Amount of zero
during such Monthly Period), the sum of the Nominal Liquidation Amounts of all
such Tranches of Class B Notes as of the close of business on the last day prior
to the commencement of the most recent Amortization Period for such Tranche of
Class B Notes PLUS (2) for all other Tranches of Class B Notes, the sum of (a)
the Nominal Liquidation Amount of such Tranche of Class B Notes as of the close
of business on the last day of the immediately preceding Monthly Period, or with
respect to the first Monthly Period for any Tranche of Class B Notes, the
Initial Dollar Principal Amount of such Tranche of Class B Notes PLUS (b) the
aggregate amount of any increase in the Nominal Liquidation Amount of such
Tranche of Class B Notes due to (x) the issuance of additional Class B Notes of
such Tranche during such Monthly Period or (y) the accretion of principal on
such Tranche of Class B ONEseries Discount Notes during such Monthly Period or
(z) the release of Prefunding Excess Amounts (other than Prefunding Excess
Amounts deposited during such Monthly Period) for such Tranche of Class B Notes
from the applicable Principal Funding Sub-Account, during such Monthly Period
and the denominator of which is the numerator of the ONEseries Principal
Allocation Percentage for such Monthly Period.
"CLASS B NOTE" means a ONEseries Note specified in the applicable
Terms Document as belonging to Class B.
"CLASS B REQUIRED SUBORDINATED AMOUNT" means, with respect to any
Tranche of Class B Notes on any date, the aggregate Nominal Liquidation Amount
of Class C Notes as specified in the applicable Terms Document for such Tranche
of Class B Notes, that is required to be Outstanding and available on any date
in each Monthly Period during which such Tranche of Class B Notes is
Outstanding.
"CLASS B UNUSED SUBORDINATED AMOUNT OF CLASS C NOTES" means for any
Tranche of Outstanding Class B Notes on any date, an amount equal to the Class B
Required Subordinated Amount of Class C Notes MINUS the Class B Usage of the
Class C Required Subordinated Amount as of such date.
"CLASS B USAGE OF CLASS C REQUIRED SUBORDINATED AMOUNT" means, with
respect to any Tranche of Outstanding Class B Notes, (x) on the date of issuance
of such Tranche and on each date to but not including the initial First Note
Transfer Date for such Tranche, zero and (y) on each date in the period from and
including the initial First Note Transfer Date for such Tranche to but not
including the second First Note Transfer Date for such Tranche, the sum of the
amounts set forth below and (z) on each date in the period from and including
the second or any subsequent First Note Transfer Date for such Tranche to but
not including the next succeeding First Note Transfer Date, the Class B Usage
of Class C Required Subordinated Amount as of the close of business on the prior
First Note Transfer Date PLUS the sum of the amounts set forth
10
below (in each case, such amount shall not exceed the Class B Unused
Subordinated Amount of Class C Notes for such Tranche of Class B Notes after
giving effect to the previous clauses, if any):
(a) an amount equal to the product of (A) a fraction, the numerator
of which is the Class B Unused Subordinated Amount of Class C Notes for such
Tranche of Class B Notes (as of the close of business on the last day of the
prior Monthly Period) and the denominator of which is the aggregate Nominal
Liquidation Amount of all Tranches of Class C Notes (as of the close of business
on the last day of the prior Monthly Period), TIMES (B) the amount of Investor
Charge-Offs initially allocated to the Class C Notes pursuant to subsection
3.06(a) on such First Note Transfer Date; PLUS
(b) an amount equal to the product of (A) a fraction, the numerator
of which is the Nominal Liquidation Amount of such Tranche of Class B Notes (as
of the close of business on the last day of the prior Monthly Period) and the
denominator of which is the aggregate Nominal Liquidation Amount of all Tranches
of Class B Notes (as of the close of business on the last day of the prior
Monthly Period), TIMES (B) the sum of (i) the amount of Investor Charge-Offs
initially allocated on such First Note Transfer Date to any Tranche of Class A
Notes that has a Class A Unused Subordinated Amount of Class B Notes that was
included in Class A Usage of Class C Required Subordinated Amount PLUS (ii) the
amount of Investor Charge-Offs initially allocated on such First Note Transfer
Date to any Tranche of Class A Notes that has a Class A Unused Subordinated
Amount of Class B Notes that was included in Class A Usage of Class B Required
Subordinated Amount; PLUS
(c) the amount of Investor Charge-Offs initially allocated to such
Tranche of Class B Notes pursuant to subsection 3.06(a), and then reallocated to
Class C Notes pursuant to subsection 3.06(b) on such First Note Transfer Date;
PLUS
(d) an amount equal to the product of (A) a fraction, the numerator
of which is the Nominal Liquidation Amount of such Tranche of Class B Notes (as
of the close of business on the last day of the prior Monthly Period) and the
denominator of which is the aggregate Nominal Liquidation Amount of all Tranches
of Class B Notes (as of the close of business on the last day of the prior
Monthly Period), TIMES (B) the amount of ONEseries Available Principal
Collections reallocated on such First Note Transfer Date that will be deposited
in the Interest Funding Sub-Account for any Tranche of Class A Notes that has a
Class A Unused Subordinated Amount of Class B Notes pursuant to subsection
3.09(a) on the applicable Note Transfer Date for such Tranche of Class A Notes;
PLUS
(e) the amount of ONEseries Available Principal Collections
reallocated on such First Note Transfer Date that will be deposited in the
Interest Funding Sub-Account for such
11
Tranche of Class B Notes pursuant to subsection 3.09(b) on the applicable Note
Transfer Date for such Tranche of Class B Notes; PLUS
(f) an amount equal to the product of (A) a fraction, the numerator
of which is the Nominal Liquidation Amount of such Tranche of Class B Notes (as
of the close of business on the last day of the prior Monthly Period) and the
denominator of which is the aggregate Nominal Liquidation Amount of all Tranches
of Class B Notes (as of the close of business on the last day of the prior
Monthly Period), TIMES (B) the amount of ONEseries Available Principal
Collections reallocated to pay any amount to the Servicer for any Tranche of
Class A Notes that has a Class A Unused Subordinated Amount of Class B Notes,
pursuant to subsection 3.09(c) on such First Note Transfer Date; PLUS
(g) the amount of ONEseries Available Principal Collections
reallocated to pay any amount to the Servicer for such Tranche of Class B Notes
pursuant to subsection 3.09(d) on such First Note Transfer Date; MINUS
(h) an amount for such Tranche of Class B Notes (not to exceed the
Class B Usage of Class C Required Subordinated Amount for such Tranche of Class
B Notes after giving effect to the amounts computed pursuant to clauses (a)
through (g) above) equal to the product of (A) a fraction, the numerator of
which is the Class B Usage of Class C Required Subordinated Amount for such
Tranche of Class B Notes (prior to giving effect to any reimbursement of a
Nominal Liquidation Amount Deficit of any Tranche of Class C Notes on such First
Note Transfer Date) and the denominator of which is the aggregate Nominal
Liquidation Amount Deficits of all Tranches of Class C Notes (prior to giving
effect to any reimbursement of a Nominal Liquidation Amount Deficit of any
Tranche of Class C Notes on such First Note Transfer Date), TIMES (B) the
aggregate Nominal Liquidation Amount Deficits of all Tranches of Class C Notes
which are reimbursed pursuant to subsection 3.07(c) on such First Note Transfer
Date.
"CLASS C ALLOCATION PERCENTAGE" means, with respect to any Monthly
Period, for the Class C Notes, a fraction, the numerator of which is equal to
the sum of (1) for all Tranches of Class C Notes in an Amortization Period
(exclusive of (x) any Tranche of Class C Notes which will be paid in full during
such Monthly Period and (y) any Tranche of Class C Notes which will have a
Nominal Liquidation Amount of zero during such Monthly Period), the sum of the
Nominal Liquidation Amounts of all such Tranches of Class C Notes as of the
close of business on the last day prior to the commencement of the most recent
Amortization Period for such Tranche of Class C Notes PLUS (2) for all other
Tranches of Class C Notes, the sum of (a) the Nominal Liquidation Amount of such
Tranche of Class C Notes as of the close of business on the last day of the
immediately preceding Monthly Period, or with respect to the first Monthly
Period for any Tranche of Class C Notes, the Initial Dollar Principal Amount of
such Tranche of Class C Notes PLUS (b) the aggregate amount of any increase in
the Nominal Liquidation Amount
12
of such Tranche of Class C Notes due to (x) the issuance of additional Class C
Notes of such Tranche during such Monthly Period or (y) the accretion of
principal on such Tranche of Class C ONEseries Discount Notes during such
Monthly Period and the denominator of which is the numerator of the ONEseries
Principal Allocation Percentage for such Monthly Period.
"CLASS C NOTE" means a ONEseries Note specified in the applicable
Terms Document as belonging to Class C.
"CLASS C RESERVE ACCOUNT" means the trust bank account designated as
such and established pursuant to subsection 5.01(a).
"CLOSING DATE" means [ ], 2002.
"COLLATERAL" has, with respect to Asset Pool One, the meaning
specified in the Granting Clause of the Asset Pool One Supplement.
"COLLATERAL AGENT" has the meaning specified in the Asset Pool One
Supplement.
"COLLATERAL CERTIFICATE" has the meaning specified in the Indenture.
"COLLECTION ACCOUNT" has the meaning specified in the Asset Pool One
Supplement.
"CONTROLLED ACCUMULATION AMOUNT" means, with respect to any Monthly
Period for any Tranche of ONEseries Notes, the amount defined in the applicable
Terms Document for such Tranche of ONEseries Notes; PROVIDED, HOWEVER, that if
the Accumulation Period Length with respect to such Tranche is determined to be
less than twelve (12) months pursuant to subsection 3.12(b)(ii), the Controlled
Accumulation Amount for such Tranche of ONEseries Notes will be equal to (x) the
Initial Dollar Principal Amount of such Tranche of ONEseries Notes, DIVIDED BY
(y) the Accumulation Period Length.
"DEFAULT AMOUNT" has the meaning specified in the Transfer and
Servicing Agreement.
"DERIVATIVE AGREEMENT" has the meaning specified in the Indenture.
"DERIVATIVE COUNTERPARTY" has the meaning specified in the Indenture
or, with respect to any Class or Tranche of ONEseries Notes, shall be the entity
identified in the applicable Terms Document for such Class or Tranche of
ONEseries Notes.
13
"DETERMINATION DATE" has the meaning specified in the Asset Pool One
Supplement.
"DISCOUNT NOTES" has the meaning specified in the Indenture.
"DOLLAR" has the meaning specified in the Indenture.
"EARLY AMORTIZATION EVENT" means, with respect to a Series, Class or
Tranche of ONEseries Notes, the events specified in Section 4.01 hereof and
Section 11.01 of the Indenture.
"EVENT OF DEFAULT" has the meaning specified in the Indenture.
"EXCESS FUNDING ACCOUNT" has the meaning specified in the Asset Pool
One Supplement.
"EXCESS FUNDING AMOUNT" has the meaning specified in the Asset Pool
One Supplement.
"EXCESS SPREAD PERCENTAGE" means, with respect to the ONEseries, as
determined on each Determination Date, the amount, if any, by which the
Portfolio Yield for the related Monthly Period exceeds the Base Rate for such
Monthly Period.
"FINANCE CHARGE COLLECTIONS" has the meaning specified in the Transfer
and Servicing Agreement.
"FIRST NOTE TRANSFER DATE" has the meaning specified in the Asset Pool
One Supplement.
"FITCH" has the meaning specified in the Transfer and Servicing
Agreement.
"FLOATING ALLOCATION PERCENTAGE" means, with respect to the ONEseries
Notes, the ONEseries Floating Allocation Percentage and has, with respect to any
other Series of Asset Pool One Notes, the meaning specified in the applicable
Indenture Supplement for such Series of Asset Pool One Notes.
"FOREIGN CURRENCY" has the meaning specified in the Indenture.
"HOLDER" has the meaning specified in the Indenture.
14
"INDENTURE" means the Indenture, dated as of [ ], 2002, between the
Issuer and the Indenture Trustee, as the same may be amended, supplemented,
restated or otherwise modified from time to time.
"INITIAL DOLLAR PRINCIPAL AMOUNT" has the meaning specified in the
Indenture.
"INTEREST-BEARING NOTE" has the meaning specified in the Indenture.
"INTEREST FUNDING ACCOUNT" means the trust bank account designated as
such and established pursuant to subsection 5.01(a).
"INTEREST FUNDING SUB-ACCOUNT" means each Sub-Account to the Interest
Funding Account established pursuant to subsection 5.01(a).
"INTEREST FUNDING SUB-ACCOUNT EARNINGS" means, with respect to any
Monthly Period and any Tranche of ONEseries Notes and the related Interest
Funding Sub-Account, as determined on the related Determination Date, the
investment earnings on funds in such Interest Funding Sub-Account (net of
investment expenses and losses) for the period from and including the Business
Day preceding the Monthly Interest Accrual Date for such Tranche of ONEseries
Notes in such Monthly Period to but excluding the Business Day preceding the
Monthly Interest Accrual Date for such Tranche of ONEseries Notes in the
immediately succeeding Monthly Period.
"INTEREST PAYMENT DATE" has, with respect to any Class or Tranche of
ONEseries Notes, the meaning specified in the applicable Terms Document for such
Class or Tranche of ONEseries Notes.
"INVESTED AMOUNT" has the meaning specified in the Asset Pool One
Supplement.
"INVESTOR CHARGE-OFF" means, with respect to the First Note Transfer
Date in each Monthly Period, the aggregate amount, if any, by which the
ONEseries Default Amount, if any, for the preceding Monthly Period exceeds the
ONEseries Available Finance Charge Collections for such Monthly Period available
after giving effect to clauses (a) and (b) of Section 3.02.
"ISSUANCE PROCEEDS" means, with respect to any Class or Tranche of
ONEseries Notes, the proceeds of the sale of ONEseries Notes with respect to
such Class or Tranche pursuant to the Indenture.
"ISSUER" has the meaning specified in the preamble hereto.
15
"LEGAL MATURITY DATE" has, with respect to any Class or Tranche of
ONEseries Notes, the meaning specified in the applicable Terms Document for such
Class or Tranche of ONEseries Notes.
"MASTER OWNER TRUST SERVICER DEFAULT" means a "Servicer Default" as
defined in the Transfer and Servicing Agreement.
"MASTER TRUST" has the meaning specified in the Indenture.
"MONTHLY INTEREST ACCRUAL DATE" means, with respect to any Class or
Tranche of ONEseries Notes:
(a) each Interest Payment Date for such Class or Tranche of ONEseries
Notes, and
(b) for any Monthly Period in which no Interest Payment Date occurs
for such Class or Tranche of ONEseries Notes, the date in such Monthly Period
corresponding numerically to the next Interest Payment Date for such Class or
Tranche of ONEseries Notes (or, if such Interest Payment Date is later than it
otherwise would be because such Interest Payment Date would have fallen on a day
that is not a Business Day, the date in such Monthly Period corresponding
numerically to the date on which the Interest Payment Date would have fallen had
it been a Business Day for such Class or Tranche of ONEseries Notes), or as
otherwise specified in the applicable Terms Document for such Class or Tranche
of ONEseries Notes; PROVIDED, HOWEVER, that:
(i) for the Monthly Period in which a Class or Tranche of
ONEseries Notes is issued, the date of issuance of such Class or Tranche of
ONEseries Notes will be the first Monthly Interest Accrual Date for such
Monthly Period for such Class or Tranche of ONEseries Notes,
(ii) any date on which proceeds from a sale of Collateral
following an Event of Default and acceleration of any Class or Tranche of
ONEseries Notes are deposited into the Interest Funding Sub-Account for
such Class or Tranche of ONEseries Notes will be a Monthly Interest Accrual
Date for such Class or Tranche of ONEseries Notes,
(iii) if there is no numerically corresponding date in such
Monthly Period, then the Monthly Interest Accrual Date will be the last
Business Day of such Monthly Period, and
16
(iv) if such numerically corresponding date in such Monthly
Period is not a Business Day, the Monthly Interest Accrual Date will be the
next following Business Day (unless such Business Day would fall in the
following Monthly Period in which case the Monthly Interest Accrual Date
will be the last Business Day of such earlier Monthly Period).
"MONTHLY PERIOD" has the meaning specified in the Indenture.
"MONTHLY PRINCIPAL ACCRUAL DATE" means, with respect to any Class or
Tranche of ONEseries Notes:
(a) for any Monthly Period in which a Scheduled Principal Payment
Date for such Class or Tranche of ONEseries Note occurs, such Scheduled
Principal Payment Date, and
(b) for any Monthly Period in which no Scheduled Principal Payment
Date occurs for such Class or Tranche of ONEseries Notes, the date in such
Monthly Period corresponding numerically to the Scheduled Principal Payment
Date (or, if the Scheduled Principal Payment Date is later than it otherwise
would be because the Scheduled Principal Payment Date would have fallen on a day
that is not a Business Day, the date in such Monthly Period corresponding
numerically to the date on which the Scheduled Principal Payment Date would have
fallen had it been a Business Day for such Class or Tranche of ONEseries Notes);
PROVIDED, HOWEVER, that:
(i) any date on which Prefunding Excess Amounts are released from any
Principal Funding Account or applicable Principal Funding Sub-Account on or
after the Scheduled Principal Payment Date for such Class or Tranche of
ONEseries Notes will be a Monthly Principal Accrual Date for such Class or
Tranche of ONEseries Notes,
(ii) any date on which proceeds from a sale of Collateral following an
Event of Default and acceleration of any Class or Tranche of ONEseries
Notes are deposited into the Principal Funding Account or applicable
Principal Funding Sub-Account for such Class or Tranche of ONEseries Notes
will be a Monthly Principal Accrual Date for such Class or Tranche of
ONEseries Notes,
(iii) if there is no numerically corresponding date in such Monthly
Period, then the Monthly Principal Accrual Date will be the last Business
Day of such Monthly Period, and
(iv) if such numerically corresponding date in such Monthly Period is
not a Business Day, the Monthly Principal Accrual Date will be the next
following Business Day (unless such Business Day would fall in the
following month in which case the
17
Monthly Principal Accrual Date will be the last Business Day of such
earlier Monthly Period).
"MOODY'S" has the meaning specified in the Transfer and Servicing
Agreement.
"NOTE" or "NOTES" has the meaning specified in the Indenture.
"NOMINAL LIQUIDATION AMOUNT" means, with respect to any Tranche of
ONEseries Notes, the amount calculated pursuant to Section 3.18 of this
Indenture Supplement. The Nominal Liquidation Amount of a Class of ONEseries
Notes will be the sum of the Nominal Liquidation Amounts of all the Tranches of
ONEseries Notes of such Class. The Nominal Liquidation Amount of the ONEseries
will be the sum of the Nominal Liquidation Amounts of all of the Tranches of
ONEseries Notes.
"NOMINAL LIQUIDATION AMOUNT DEFICIT" means, with respect to any
Tranche of ONEseries Notes, the excess of the Adjusted Outstanding Dollar
Principal Amount of that Tranche over the Nominal Liquidation Amount of that
Tranche.
"NOTE RATING AGENCY" has the meaning specified in the Indenture.
"NOTE TRANSFER DATE" has the meaning specified in the Asset Pool One
Supplement.
"NOTEHOLDER" has the meaning specified in the Indenture.
"NOTEHOLDER PERCENTAGE" means, with respect to the ONEseries, for any
Monthly Period, (a) with respect to Finance Charge Collections, the Default
Amount and the Asset Pool One Servicing Fee, the ONEseries Floating Allocation
Percentage and (b) with respect to Principal Collections, the ONEseries
Principal Allocation Percentage.
"OFFICER'S CERTIFICATE" has the meaning specified in the Indenture.
"ONEseries AVAILABLE FINANCE CHARGE COLLECTIONS" has the meaning
specified in Section 3.02.
"ONEseries AVAILABLE PRINCIPAL COLLECTIONS" has the meaning specified
in Section 3.09.
"ONEseries DEFAULT AMOUNT" means, with respect to any Monthly Period,
an amount equal to the product of (i) the ONEseries Floating Allocation
Percentage and (ii) the Asset Pool One Default Amount for such Monthly Period.
18
"ONEseries DISCOUNT NOTE" means a ONEseries Note that provides for an
amount less than the Stated Principal Amount (but not less than the Initial
Dollar Principal Amount) thereof to be due and payable upon the occurrence of an
Early Amortization Event or mandatory redemption or the occurrence of an Event
of Default and the acceleration of such ONEseries Note, in each case before the
Scheduled Principal Payment Date of the applicable ONEseries Note.
"ONEseries DOLLAR NOTE" means a ONEseries Note denominated in Dollars.
"ONEseries FLOATING ALLOCATION PERCENTAGE" means, with respect to any
Monthly Period, for the ONEseries Notes, a fraction, the numerator of which is
the sum of the Nominal Liquidation Amounts of all Classes or Tranches of
ONEseries Notes as of the last day of the preceding Monthly Period (exclusive of
(x) any Class or Tranche of ONEseries Notes which will be paid in full during
such Monthly Period and (y) any Class or Tranche of ONEseries Notes which will
have a Nominal Liquidation Amount of zero during such Monthly Period), or with
respect to the first Monthly Period for any Class or Tranche of ONEseries Notes,
the Initial Dollar Principal Amount of such Class or Tranche PLUS the aggregate
amount of any increase in the Nominal Liquidation Amount of any Class or Tranche
of ONEseries Notes due to (x) the issuance of additional Notes of such Class or
Tranche of ONEseries Notes during such Monthly Period or (y) the accretion of
principal on such Class or Tranche of ONEseries Discount Notes during such
Monthly Period or (z) the release of Prefunding Excess Amounts (other than
amounts that were deposited into the applicable Principal Funding Sub-Account
for such Class or Tranche of ONEseries Notes during such Monthly Period) for
such Class or Tranche of ONEseries Notes from the applicable Principal Funding
Sub-Account and the denominator of which is equal to the greater of (a) the sum
of (1) for each Asset Pool One Collateral Certificate, the numerator used to
calculate the floating allocation percentage for that Collateral Certificate for
the related Monthly Period, PLUS (2) the Asset Pool One Average Principal
Balance for such Monthly Period PLUS (3) the Excess Funding Amount for Asset
Pool One following any deposit or withdrawal on the First Note Transfer Date in
such Monthly Period and (b) the sum of the numerators used to calculate the
Noteholder Percentages for the allocation of Asset Pool One Finance Charge
Collections, the Asset Pool One Default Amount or the Asset Pool One Servicing
Fee, as applicable, for all Series of Asset Pool One Notes for such Monthly
Period.
"ONEseries FOREIGN CURRENCY NOTE" means a ONEseries Note denominated
in a Foreign Currency.
"ONEseries NOTEHOLDERS" shall mean the Holders of the ONEseries Notes.
"ONEseries NOTES" means the Series of Notes (as defined in the
Indenture) issued pursuant to the Indenture, the principal terms of which are
set forth in this Indenture Supplement.
19
"ONEseries PRINCIPAL ALLOCATION PERCENTAGE" means, with respect to any
Monthly Period, for the ONEseries Notes, a fraction, the numerator of which is
equal to the sum of (1) for all Classes or Tranches of ONEseries Notes in an
Amortization Period (exclusive of (x) any Class or Tranche of ONEseries Notes
which will be paid in full during such Monthly Period and (y) any Class or
Tranche of ONEseries Notes which will have a Nominal Liquidation Amount of zero
during such Monthly Period), the sum of the Nominal Liquidation Amounts of all
such Classes or Tranches of ONEseries Notes as of the close of business on the
day prior to the commencement of the most recent Amortization Period for such
Class or Tranche of the ONEseries PLUS (2) for all other Classes or Tranches of
ONEseries Notes Outstanding the sum of (a) the Nominal Liquidation Amount of
such Classes or Tranches of ONEseries Notes, as of the close of business on the
last day of the immediately preceding Monthly Period, or with respect to the
first Monthly Period for any Class or Tranche of ONEseries Notes, the Initial
Dollar Principal Amount of such Class or Tranche PLUS (b) the aggregate amount
of any increase in the Nominal Liquidation Amount of such Class or Tranche of
ONEseries Notes due to (x) the issuance of additional Notes of such Class or
Tranche of ONEseries Notes during such Monthly Period or (y) the accretion of
principal on such Class or Tranche of ONEseries Discount Notes during such
Monthly Period or (z) the release of Prefunding Excess Amounts (other than
amounts that were deposited into the applicable Principal Funding Sub-Account
for such Class or Tranche of ONEseries Notes during such Monthly Period) for
such Class or Tranche of ONEseries Notes from the Principal Funding Account or
applicable Principal Funding Sub-Account and the denominator of which is equal
to the greater of (a) the sum of (1) for each Asset Pool One Collateral
Certificate, the numerator used to calculate the principal allocation percentage
for that Collateral Certificate for the related Monthly Period, PLUS (2) the
Asset Pool One Average Principal Balance for such Monthly Period PLUS (3) the
Excess Funding Amount for Asset Pool One following any deposit or withdrawal on
the First Note Transfer Date in such Monthly Period and (b) the sum of the
numerators used to calculate the Noteholder Percentages for the allocation of
Asset Pool One Principal Collections for all Series of Asset Pool One Notes for
such Monthly Period.
"ONEseries SERVICING FEE" means, with respect to any Monthly Period,
the product of (i) the Asset Pool One Servicing Fee for such Monthly Period and
(ii) the ONEseries Floating Allocation Percentage for such Monthly Period.
"ONEseries SERVICING FEE PERCENTAGE" means, with respect to any
Monthly Period, the annualized percentage equivalent of a fraction, the
numerator of which is the ONEseries Servicing Fee for such Monthly Period and
the denominator of which is the Nominal Liquidation Amount used in the
calculation of the ONEseries Floating Allocation Percentage for such Monthly
Period.
"OUTSTANDING" has the meaning specified in the Indenture.
20
"OUTSTANDING DOLLAR PRINCIPAL AMOUNT" has the meaning specified in the
Indenture.
"PAYING AGENT" has the meaning specified in the Indenture.
"PERFORMING" has the meaning specified in the Indenture.
"PERMITTED INVESTMENTS" has the meaning specified in the Indenture.
"PERSON" has the meaning specified in the Indenture.
"POOLING AND SERVICING AGREEMENT" has the meaning specified in the
Indenture.
"PORTFOLIO YIELD" means, for any Monthly Period, the annualized
percentage equivalent of a fraction:
(1) the numerator of which is equal to the sum of:
(a) Asset Pool One Finance Charge Collections allocated to the
ONEseries and Dollar payments received under Derivative Agreements in respect of
ONEseries Notes for interest with respect to such Monthly Period; PLUS
(b) the investment earnings on amounts on deposit in the Collection
Account and the Excess Funding Account allocated to the ONEseries for such
Monthly Period; PLUS
(c) the aggregate amount of Interest Funding Sub-Account Earnings for
all Tranches of ONEseries Notes for such Monthly Period; PLUS
(d) any amounts to be treated as ONEseries Available Finance Charge
Collections remaining in any Interest Funding Sub-Account after a sale of
Collateral during such Monthly Period as described in subsection 3.05(c)(ii),
subsection 3.22(c)(ii) and subsection 3.22(d); MINUS
(e) the aggregate of (i) the excess, if any, of the sum of the
Principal Funding Sub-Account Earnings Shortfalls for all Tranches of ONEseries
Notes for such Monthly Period over (ii) the Segregated ONEseries Finance Charge
Collections for the ONEseries Notes for such Monthly Period available to cover
such shortfalls pursuant to subsection 3.05(a) and Section 3.30; MINUS
(f) the ONEseries Default Amount for such Monthly Period; and
21
(2) the denominator of which is the numerator used in the calculation of
the ONEseries Floating Allocation Percentage for such Monthly Period.
"PREFUNDING EXCESS AMOUNT" means, with respect to any Tranche of a
Senior Class of ONEseries Notes for any date, after giving effect to all
issuances, allocations, deposits and payments with respect to that date, the
aggregate amount on deposit in the Principal Funding Sub-Account of such Tranche
of ONEseries Notes that is in excess of the aggregate amount targeted to be on
deposit in such Principal Funding Sub-Account pursuant to Section 3.12.
"PREFUNDING TARGET AMOUNT" means, with respect to the Class A Notes
and the Class B Notes, the amount calculated pursuant to Section 3.23.
"PRINCIPAL COLLECTIONS" has the meaning specified in the Transfer and
Servicing Agreement.
"PRINCIPAL FUNDING ACCOUNT" means the trust bank account designated as
such and established pursuant to subsection 5.01(a).
"PRINCIPAL FUNDING SUB-ACCOUNT" means, each Sub-Account to the
Principal Funding Account established pursuant to subsection 5.01(a).
"PRINCIPAL FUNDING SUB-ACCOUNT EARNINGS" means, with respect to any
Monthly Period and any Tranche of ONEseries Notes and the applicable Principal
Funding Sub-Account, as determined on the related Determination Date, the
investment earnings on funds in such Principal Funding Sub-Account (net of
investment expenses and losses), for the applicable Principal Funding
Sub-Account Earnings Accrual Period.
"PRINCIPAL FUNDING SUB-ACCOUNT EARNINGS ACCRUAL PERIOD" means, with
respect to any Monthly Period and any Tranche of ONEseries Notes, beginning with
the date the balance in the applicable Principal Funding Sub-Account for such
Tranche of ONEseries Notes exceeds zero and continuing for so long as there is a
positive balance in the applicable Principal Funding Sub-Account for such
Tranche of ONEseries Notes:
(a) in the case of (i) a Tranche of ONEseries Dollar Interest-bearing
Notes with no Derivative Agreement, (ii) a Tranche of ONEseries Notes with a
Performing Derivative Agreement for interest or (iii) a Tranche of ONEseries
Notes with a non-Performing Derivative Agreement for interest, the period from
and including the Business Day preceding the Monthly Interest Accrual Date for
such Tranche of ONEseries Notes in such Monthly Period to but excluding the
Business Day preceding the Monthly Interest Accrual Date for such Tranche of
ONEseries Notes in the immediately succeeding Monthly Period; and
22
(b) in the case of a Tranche of ONEseries Discount Notes, the period
from and including the Business Day preceding the Monthly Principal Accrual Date
for such Tranche of ONEseries Notes in such Monthly Period to but excluding the
Business Day preceding the Monthly Principal Accrual Date for such Tranche of
ONEseries Notes in the immediately succeeding Monthly Period.
"PRINCIPAL FUNDING SUB-ACCOUNT EARNINGS SHORTFALL" means, with respect
to any Monthly Period and any Tranche of ONEseries Notes and the applicable
Principal Funding Sub- Account, as determined on the related Determination Date,
(a) the Principal Funding Sub- Account Earnings Target for such Tranche of
ONEseries Notes for such Monthly Period, MINUS (b) the Principal Funding
Sub-Account Earnings for such Monthly Period; PROVIDED, HOWEVER, in no event
shall the Principal Funding Sub-Account Earnings Shortfall be less than zero;
PROVIDED, FURTHER, that the Principal Funding Sub-Account Earnings Shortfall for
the first Principal Funding Sub-Account Earnings Accrual Period for any Tranche
of ONEseries Notes, with respect to such Monthly Period, shall be zero.
"PRINCIPAL FUNDING SUB-ACCOUNT EARNINGS TARGET" means, with respect to
any Monthly Period and any Tranche of ONEseries Notes and the applicable
Principal Funding Sub-Account as determined on the related Determination Date,
the Dollar amount of interest that would have accrued on funds in such Principal
Funding Sub-Account for the applicable Principal Funding Sub-Account Earnings
Accrual Period for such Tranche of ONEseries Notes if it had borne interest at
the following rates:
(a) in the case of a Tranche of ONEseries Dollar Interest-bearing
Notes with no Derivative Agreement for interest, at the rate of interest
applicable to that Tranche for the applicable Principal Funding Sub-Account
Earnings Accrual Period;
(b) in the case of a Tranche of ONEseries Discount Notes, at the rate
of accretion (converted to an accrual rate) of that Tranche for the applicable
Principal Funding Sub-Account Earnings Accrual Period;
(c) in the case of a Tranche of ONEseries Notes with a Performing
Derivative Agreement for interest, at the rate at which payments by the Issuer
to the applicable Derivative Counterparty accrue (prior to the netting of such
payments, if applicable) for the applicable Principal Funding Sub-Account
Earnings Accrual Period; and
(d) in the case of a Tranche of ONEseries Notes with a non-Performing
Derivative Agreement for interest, at the rate specified in the related Terms
Document for the applicable Principal Funding Sub-Account Earnings Accrual
Period.
23
More than one of the aforementioned rates of interest may be applicable to
amounts on deposit in a Principal Funding Sub-Account for a Tranche of ONEseries
Notes.
"PRINCIPAL PAYMENT DATE" has the meaning specified in the Indenture.
"QUALIFIED BANK ACCOUNT" has the meaning specified in the Indenture.
"QUALIFIED INSTITUTION" has the meaning specified in the Indenture.
"RATINGS EFFECT" has the meaning specified in the Indenture.
"RECEIVABLES" has the meaning specified in the Transfer and Servicing
Agreement.
"REMAINING SERIES AVAILABLE PRINCIPAL COLLECTIONS SHORTFALL" means,
with respect to any Monthly Period as determined on the related Determination
Date, (1) with respect to the ONEseries, the excess, if any, of (x) the Series
Available Principal Collections Shortfall, for such Monthly Period, over (y) the
Shared Excess Available Principal Collections from other Series of Asset Pool
One Notes allocated to the ONEseries pursuant to Section 3.28 for such Monthly
Period and (2) with respect to any other Series of Asset Pool One Notes , the
amount set forth in the applicable Indenture Supplement for such Monthly Period.
"REQUIRED EXCESS SPREAD PERCENTAGE" means 0%; PROVIDED, HOWEVER, that
the Issuer may, from time to time, change such percentage (which will never be
less than zero) (i) upon written notice to the Indenture Trustee, (ii) upon
prior written confirmation from the Note Rating Agencies that a Ratings Effect
will not occur with respect to such change and (iii) PROVIDED the Issuer
reasonably believes, as evidenced by an Officer's Certificate delivered to the
Indenture Trustee, that such change will not have an Adverse Effect.
"REQUIRED SUBORDINATED AMOUNT" means, with respect to any Tranche of a
Senior Class of ONEseries Notes, the aggregate Nominal Liquidation Amount of a
Subordinated Class of ONEseries Notes, as specified in the applicable Terms
Document for such Tranche of the Senior Class, that is required to be
Outstanding and available on any date in each Monthly Period during which the
Senior Class is Outstanding.
"REVOLVING PERIOD" means, with respect to any Class or Tranche of
ONEseries Notes, each Monthly Period that is not part of the Amortization Period
for that Class or Tranche of ONEseries Notes.
"SALES PROCEEDS" means, with respect to any Class or Tranche of
ONEseries Notes, the proceeds of the sale of Collateral with respect to such
Class or Tranche of ONEseries Notes pursuant to Section 3.22.
24
"SCHEDULED PRINCIPAL PAYMENT DATE" has, with respect to any Class or
Tranche of ONEseries Notes, the meaning specified in the applicable Terms
Document for such Class or Tranche of ONEseries Notes.
"SEGREGATED ONEseries FINANCE CHARGE COLLECTIONS" means, with respect
to any Monthly Period for any Tranche of ONEseries Notes with a Principal
Funding Sub-Account Earnings Shortfall greater than zero for such Monthly
Period, the product of (A) the Transferor Finance Charge Collections for such
Monthly Period and (B) the percentage equivalent of a fraction (i) the numerator
of which is the amount of funds in the Principal Funding Sub-Account for such
Tranche of ONEseries Notes at the close of business on the last day of such
Monthly Period and (ii) the denominator of which is equal to the greater of (a)
the aggregate amount of funds in the Principal Funding Sub-Account for all
Tranches of ONEseries Notes with a Principal Funding Sub-Account Earnings
Shortfall greater than zero for such Monthly Period at the close of business on
the last day of such Monthly Period and (b) the denominator used in calculating
the ONEseries Floating Allocation Percentage for such Monthly Period MINUS the
sum of the numerators used in calculating the Noteholder Percentages for the
allocation of Asset Pool One Finance Charge Collections for all Series of Asset
Pool One Notes for such Monthly Period.
"SENIOR CLASS" means (a) with respect to the Class B Notes, the Class
A Notes, and (b) with respect to the Class C Notes, the Class A Notes and/or
Class B Notes.
"SERIES" has the meaning specified in the Indenture and, when used
with respect to the Series of Notes issued pursuant to this Indenture
Supplement, means the ONEseries.
"SERIES AVAILABLE FINANCE CHARGE COLLECTIONS SHORTFALL" means, with
respect to any Monthly Period as determined on the related Determination Date,
(1) with respect to the ONEseries, the excess, if any, of (a) the aggregate
amount targeted to be paid or applied pursuant to subsections 3.02(a) through
(f) over (b) the ONEseries Available Finance Charge Collections (excluding any
amounts to be treated as ONEseries Available Finance Charge Collections pursuant
to Section 3.27) with respect to such Monthly Period and (2) with respect to any
other Series, the amount set forth in the applicable Indenture Supplement for
such Monthly Period; PROVIDED, HOWEVER, that the Issuer, when authorized by an
Officer's Certificate, may amend or otherwise modify this definition of Series
Available Finance Charge Collections Shortfall provided the Note Rating Agencies
confirm in writing that the amendment or modification will not cause a Ratings
Effect with respect to any Outstanding ONEseries Notes.
"SERIES AVAILABLE PRINCIPAL COLLECTIONS SHORTFALL" means, with respect
to any Monthly Period as determined on the related Determination Date, (1) with
respect to the ONEseries, the excess, if any, of (a) the aggregate amount
targeted to be paid or applied pursuant to subsection 3.09(e) over (b) the
ONEseries Available Principal Collections (excluding any
25
amounts to be treated as ONEseries Available Principal Collections pursuant to
Section 3.28 and any amounts to be applied in accordance with Section 3.29) with
respect to such Monthly Period remaining after application pursuant to
subsection 3.09(a) through (d) and (2) with respect to any other Series of Asset
Pool One Notes, the amount set forth in the applicable Indenture Supplement for
such Monthly Period; PROVIDED, HOWEVER, that the Issuer, when authorized by an
Officer's Certificate, may amend or otherwise modify this definition of Series
Available Principal Collections Shortfall provided the Note Rating Agencies
confirm in writing that the amendment or modification will not cause a Ratings
Effect with respect to any Outstanding ONEseries Notes.
"SERVICER" has the meaning specified in the Transfer and Servicing
Agreement.
"SHARED EXCESS AVAILABLE FINANCE CHARGE COLLECTIONS" means, with
respect to any Monthly Period as determined on the related Determination Date,
with respect to any Series of Notes in Shared Excess Available Finance Charge
Collections Group A, the sum of (i) the amount of ONEseries Available Finance
Charge Collections with respect to such Monthly Period, available after
application in accordance with subsections 3.02(a) through (f) and (ii) the
Finance Charge Collections remaining after all required payments and deposits
from all other Series identified as belonging to Shared Excess Available Finance
Charge Collections Group A which the applicable Indenture Supplements for such
Series specify are to be treated as "Shared Excess Available Finance Charge
Collections."
"SHARED EXCESS AVAILABLE FINANCE CHARGE COLLECTIONS GROUP" has the
meaning specified in the Indenture.
"SHARED EXCESS AVAILABLE FINANCE CHARGE COLLECTIONS GROUP A" means the
Shared Excess Available Finance Charge Collections Group to which the ONEseries
has been designated for inclusion under subsection 3.27(a).
"SHARED EXCESS AVAILABLE FINANCE CHARGE COLLECTIONS SERIES" has the
meaning specified in the Indenture.
"SHARED EXCESS AVAILABLE PRINCIPAL COLLECTIONS" means, with respect to
any Monthly Period as determined on the related Determination Date, the sum of
(i) with respect to the ONEseries, the amount of ONEseries Available Principal
Collections (excluding any amounts to be treated as ONEseries Available
Principal Collections pursuant to Section 3.28 and any amounts applied pursuant
to Section 3.29) for such Monthly Period available after application in
accordance with subsections 3.09(a) through (e), (ii) with respect to any other
Series of Asset Pool One Notes, the Asset Pool One Principal Collections
allocated to other Series of Notes in Asset Pool One remaining after all
required payments and deposits, which the applicable Indenture Supplements for
such Series specify are to be treated as "Shared Excess Available
26
Principal Collections" and (iii) the Excess Funding Amount for Asset
Pool One (following any deposit or withdrawal made during such Monthly Period).
"SPOT EXCHANGE RATE" has the meaning specified in the related Terms
Document.
"STANDARD & POOR'S" has the meaning specified in the Transfer and
Servicing Agreement.
"STATED PRINCIPAL AMOUNT" has, with respect to any Class or Tranche of
ONEseries Notes, the meaning specified in the related Terms Document for such
Class or Tranche.
"SUB-ACCOUNT" has the meaning specified in the Indenture or the Asset
Pool One Supplement.
"SUBORDINATED CLASS" means (a) with respect to the Class A Notes, the
Class B Notes and/or Class C Notes and (b) with respect to the Class B Notes,
the Class C Notes.
"SUPPLEMENTAL BANK ACCOUNT" has the meaning specified in the
Indenture.
"TARGETED INTEREST DEPOSIT AMOUNT" means, with respect to the
ONEseries Notes for any Note Transfer Date, the aggregate amount targeted to be
deposited in the Interest Funding Account pursuant to Section 3.03 for such Note
Transfer Date.
"TARGETED PRINCIPAL DEPOSIT AMOUNT" means, with respect to the
ONEseries Notes for any Note Transfer Date, the aggregate amount targeted to be
deposited in the Principal Funding Account pursuant to Section 3.12 for such
Note Transfer Date.
"TERMS DOCUMENT" has the meaning specified in the Indenture.
"TRANCHE" has the meaning specified in the Indenture.
"TRANSFER AND SERVICING AGREEMENT" means the Transfer and Servicing
Agreement, dated as of [ ], 2002, among First USA Bank, National Association,
as transferor, servicer and administrator, the Issuer, and ▇▇▇▇▇ Fargo Bank
Minnesota, National Association, as Indenture Trustee and Collateral Agent, as
amended, supplemented or otherwise modified from time to time.
"TRANSFER RESTRICTION EVENT" has the meaning specified in the Transfer
and Servicing Agreement.
"TRANSFEROR" has the meaning specified in the Transfer and Servicing
Agreement.
27
"TRANSFEROR FINANCE CHARGE COLLECTIONS" means, with respect to any
Monthly Period, the product of (x) the Asset Pool One Transferor Percentage and
(y) the sum of (i) the Asset Pool One Finance Charge Collections for such
Monthly Period and (ii) the investment earnings for such Monthly Period on
amounts on deposit in the Collection Account and the Excess Funding Account
established for the benefit of all Asset Pool One Notes.
"TRUST AGREEMENT" has the meaning specified in the Transfer and
Servicing Agreement.
Section 1.02 GOVERNING LAW. THIS INDENTURE SUPPLEMENT WILL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
DELAWARE
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
Section 1.03 COUNTERPARTS. This Indenture Supplement may be executed
in any number of counterparts, each of which so executed will be deemed to be an
original, but all such counterparts will together constitute but one and the
same instrument.
Section 1.04 RATIFICATION OF INDENTURE. As supplemented by this
Indenture Supplement, the Indenture is in all respects ratified and confirmed
and the Indenture as so supplemented by this Indenture Supplement shall be read,
taken and construed as one and the same instrument.
[END OF ARTICLE I]
28
ARTICLE II
The ONEseries Notes
Section 2.01 CREATION AND DESIGNATION.
(a) There is hereby created a Series of Notes to be issued pursuant
to the Indenture and this Indenture Supplement to be known as "Bank One Issuance
Trust, ONEseries" or the "ONEseries." The ONEseries is a multi-tranche Series
that will be issued in three Classes, the first of which shall be known as the
"ONEseries Class A Notes," which notes shall belong to Class A; the second of
which shall be known as the "ONEseries Class B Notes," which notes shall belong
to Class B; and the third of which shall be known as the "ONEseries Class C
Notes," which notes shall belong to Class C. Each Class of ONEseries Notes may
consist of one or more Tranches.
(b) The ONEseries Notes shall be secured by the Collateral in Asset
Pool One. The ONEseries shall be a Shared Excess Available Finance Charge
Collections Series and shall be included in Shared Excess Available Finance
Charge Collections Group A. The ONEseries shall not be in any other Group (as
defined in the Indenture). The ONEseries shall not be subordinated to any other
Series of Notes secured by Asset Pool One.
(c) Notwithstanding the allocation provisions of the Indenture, the
Asset Pool One Supplement, each additional Asset Pool Supplement, this Indenture
Supplement and the indenture supplements for each other Series of Notes, if any,
to the extent that the ONEseries Noteholders are deemed to have any interest in
any assets of the Issuer allocated to other Notes, the ONEseries Noteholders
shall agree by acceptance of their ONEseries Notes that their interest in those
assets is subordinate to claims or rights of such other Noteholders to those
other assets. Further, the ONEseries Noteholders shall agree by acceptance of
their ONEseries Notes that such agreement constitutes a subordination agreement
for purposes of Section 510(a) of the Bankruptcy Code.
Section 2.02 NEW ISSUANCES OF ONEseries NOTES. The Issuer may issue
new Tranches of ONEseries Notes (including additional ONEseries Notes of an
Outstanding Tranche), so long as the following conditions precedent are
satisfied:
(i) on or before the date that the new issuance is to occur, the
Issuer will have delivered to the Indenture Trustee and each Note Rating
Agency a Terms Document relating to the applicable Tranche of ONEseries
Notes;
(ii) if the issuance of ONEseries Notes results in an increase in
the targeted deposit amount for any Class C Reserve Sub-Account for any
Tranche of Class C
29
Notes, on such issuance date the Issuer will have funded such increase with
a cash deposit to the Class C Reserve Sub-Account for such Tranche of Class
C Notes;
(iii) the conditions specified in Section 3.10 of the Indenture
and Section 2.03 of this Indenture Supplement, as applicable, are
satisfied; and
(iv) any other conditions specified in the related Terms
Document.
Section 2.03 REQUIRED SUBORDINATED AMOUNT CONDITIONS TO ISSUANCE OF A
TRANCHE OF A SENIOR CLASS OF ONEseries NOTES.
(a) CLASS A REQUIRED SUBORDINATED AMOUNT OF CLASS B NOTES. On the
issuance date of a Tranche of Class A Notes, immediately after giving effect to
such issuance, the available subordinated amount of Class B Notes for such
Tranche of Class A Notes must be at least equal to the Class A Required
Subordinated Amount of Class B Notes for such Tranche of Class A Notes. For
purposes of this Section 2.03, the available subordinated amount of Class B
Notes for such Tranche of Class A Notes as of any date means:
(i) the aggregate Nominal Liquidation Amount of all Outstanding
Tranches of Class B Notes on that date, after giving effect to any
issuances, deposits, allocations, reallocations or payments to be made on
that date; PLUS
(ii) the aggregate amount of all Class A Usage of Class B
Required Subordinated Amount by any Outstanding Tranche of Class A Notes on
that date, after giving effect to any issuances, deposits, allocations,
reallocations or payments to be made on that date; MINUS
(iii) the aggregate amount of the Class A Required Subordinated
Amount of Class B Notes for all other Tranches of Outstanding Class A Notes
on that date, after giving effect to any issuances, deposits, allocations,
reallocations or payments with respect to Class A Notes to be made on that
date.
(b) CLASS A REQUIRED SUBORDINATED AMOUNT OF CLASS C NOTES. On the
issuance date of a Tranche of Class A Notes, immediately after giving effect to
such issuance, the available subordinated amount of Class C Notes for such
Tranche of Class A Notes must be at least equal to the Class A Required
Subordinated Amount of Class C Notes for such Tranche of Class A Notes. For
purposes of this Section 2.03, the available subordinated amount of Class C
Notes for such Tranche of Class A Notes as of any date means:
30
(i) the aggregate Nominal Liquidation Amount of all Outstanding
Tranches of Class C Notes on that date, after giving effect to any
issuances, deposits, allocations, reallocations or payments to be made on
that date; PLUS
(ii) the aggregate amount of all Class A Usage of Class C
Required Subordinated Amount by any Outstanding Tranche of Class A Notes on
that date, after giving effect to any issuances, deposits, allocations,
reallocations or payments to be made on that date; MINUS
(iii) the aggregate amount of Class A Required Subordinated
Amount of Class C Notes for all other Tranches of Outstanding Class A Notes
on that date, after giving effect to any issuances, deposits, allocations,
reallocations or payments to be made on that date.
(c) CLASS B REQUIRED SUBORDINATED AMOUNT OF CLASS C NOTES. On the
issuance date of a Tranche of Class B Notes, immediately after giving effect to
such issuance, the available subordinated amount of Class C Notes for such
Tranche of Class B Notes must be at least equal to the Class B Required
Subordinated Amount of Class C Notes for such Tranche of Class B Notes. For
purposes of this Section 2.03, the available subordinated amount of Class C
Notes for such Tranche of Class B Notes as of any date means:
(i) the aggregate Nominal Liquidation Amount of all Outstanding
Tranches of Class C Notes on that date, after giving effect to any
issuances, deposits, allocations, reallocations or payments to be made on
that date; PLUS
(ii) the sum of (x) the aggregate amount of all Class B Usage of
Class C Required Subordinated Amount by any Outstanding Tranche of Class B
Notes on that date and (y) the aggregate amount of Class A Usage of Class C
Required Subordinated Amount by any Outstanding Tranche of Class A Notes
with a Class A Required Subordinated Amount of Class B Notes equal to
zero, after giving effect to any issuances, deposits, allocations,
reallocations or payments to be made on that date; MINUS
(iii) the sum of (x) the aggregate amount of Class B Required
Subordinated Amount of Class C Notes for all other Tranches of Outstanding
Class B Notes on that date and (y) the aggregate amount of Class A Required
Subordinated Amount of Class C Notes for all Outstanding Tranches of Class
A Notes with a Class A Required Subordinated Amount of Class B Notes equal
to zero, after giving effect to any issuances, deposits, allocations,
reallocations or payments to be made on that date.
(d) ALTERATION OF THE REQUIRED SUBORDINATED AMOUNT. The Issuer shall
be permitted to change the Required Subordinated Amount for any Tranche of
ONEseries Notes, or
31
the method of computing the Required Subordinated Amount, at any time without
the consent of Noteholders provided the conditions specified in Section 3.11 of
the Indenture are satisfied.
[END OF ARTICLE II]
32
ARTICLE III
Allocations, Deposits and Payments
Section 3.01 ALLOCATIONS OF ASSET POOL ONE FINANCE CHARGE COLLECTIONS
AND THE ASSET POOL ONE DEFAULT AMOUNT TO THE ONEseries NOTES.
(a) With respect to each Monthly Period, the Collateral Agent, at the
written direction of the Servicer, shall allocate to the ONEseries Notes or any
Class or Tranche of ONEseries Notes an amount equal to the product of (i) the
ONEseries Floating Allocation Percentage and (ii) the sum of the Asset Pool One
Finance Charge Collections for such Monthly Period and the investment earnings
for such Monthly Period on amounts on deposit in the Collection Account and the
Excess Funding Account established for the benefit of all Asset Pool One Notes.
(b) With respect to each Monthly Period, the Collateral Agent, at the
written direction of the Servicer, shall allocate to the ONEseries Notes an
amount equal to the ONEseries Default Amount for such Monthly Period.
(c) With respect to each Monthly Period, the Collateral Agent, at the
written direction of the Servicer, shall allocate to the ONEseries Notes an
amount equal to the ONEseries Servicing Fee for such Monthly Period.
Section 3.02 ALLOCATIONS OF ONEseries AVAILABLE FINANCE CHARGE
COLLECTIONS. With respect to each Monthly Period, the Indenture Trustee, at the
written direction of the Servicer, will apply an amount equal to the sum of (i)
Asset Pool One Finance Charge Collections allocated to the ONEseries pursuant
to subsection 3.01(a), (ii) any amounts to be treated as ONEseries Available
Finance Charge Collections pursuant to subsections 3.05(a) and 3.22(d), (iii)
any Shared Excess Available Finance Charge Collections from other Series in
Shared Excess Available Finance Charge Collections Group A allocated to the
ONEseries pursuant to Section 3.27 and (iv) any amounts to be treated as
ONEseries Available Finance Charge Collections pursuant to any Terms Document
(such amounts, the "ONEseries AVAILABLE FINANCE CHARGE COLLECTIONS") as follows:
(a) first, on the applicable Note Transfer Date for each Tranche of
ONEseries Notes, to make the targeted deposits to the Interest Funding Account
pursuant to Section 3.03;
(b) second, on the First Note Transfer Date, to pay to the Servicer
the ONEseries Servicing Fee PLUS any previously due and unpaid ONEseries
Servicing Fee;
33
(c) third, on the First Note Transfer Date, to be treated as
ONEseries Available Principal Collections for application in accordance with
Section 3.09 in an amount equal to the ONEseries Default Amount for the related
Monthly Period;
(d) fourth, on the First Note Transfer Date, to be treated as
ONEseries Available Principal Collections pursuant to Section 3.07 for
application in accordance with Section 3.09 in an amount equal to the aggregate
Nominal Liquidation Amount Deficit, if any, of the ONEseries Notes;
(e) fifth, on the applicable Note Transfer Date for each Tranche of
Class C Notes, to make the targeted deposit to the Class C Reserve Account, if
any, pursuant to Section 3.24;
(f) sixth, on the applicable Note Transfer Date for each Tranche of
ONEseries Notes, to make any other payments or deposits required by the Terms
Documents of any Class or Tranche of ONEseries Notes;
(g) seventh, on the First Note Transfer Date, to be treated as Shared
Excess Available Finance Charge Collections for application in accordance with
Section 3.27; and
(h) eighth, on the First Note Transfer Date, to the applicable
Transferor.
Section 3.03 TARGETED DEPOSITS TO THE INTEREST FUNDING ACCOUNT. The
deposit targeted pursuant to subsection 3.02(a) with respect to any Monthly
Period to be deposited to the Interest Funding Account on the applicable Note
Transfer Date in the following Monthly Period for each Tranche of ONEseries
Notes shall equal the sum of the following amounts. A single Tranche of
ONEseries Notes may be entitled to more than one of the following targeted
deposits. The targeted deposit with respect to any Monthly Period shall also
include any shortfall in the targeted deposit with respect to any prior Monthly
Period which has not been previously deposited.
(a) INTEREST PAYMENTS. The deposit targeted for any Tranche of
Outstanding Interest-bearing Notes with respect to any Monthly Period to be
deposited on the applicable Note Transfer Date will be equal to the amount of
interest accrued on the Outstanding Dollar Principal Amount of that Tranche of
ONEseries Notes during the period from and including the Monthly Interest
Accrual Date in such Monthly Period (or, in the case of the first Monthly
Interest Accrual Date with respect to that Tranche of ONEseries Notes, from and
including the date of issuance of that Tranche of ONEseries Notes) to but
excluding the Monthly Interest Accrual Date in the following Monthly Period.
34
(b) AMOUNTS OWED TO DERIVATIVE COUNTERPARTIES. If a Tranche of
Outstanding ONEseries Dollar Notes or ONEseries Foreign Currency Notes that has
a Performing or non-Performing Derivative Agreement for interest provides for a
payment to the applicable Derivative Counterparty, the deposit targeted for that
Tranche of ONEseries Notes with respect to such Monthly Period to be deposited
on the applicable Note Transfer Date with respect to any payment to the
Derivative Counterparty will be specified in the applicable Terms Document for
such Tranche of ONEseries Notes.
(c) ONEseries DISCOUNT NOTES. The deposit targeted for a Tranche of
Outstanding ONEseries Discount Notes for such Monthly Period will be equal to
the amount of accretion of principal of that Tranche of ONEseries Notes from and
including the Monthly Principal Accrual Date in such Monthly Period (or in the
case of the first Monthly Principal Accrual Date with respect to that Tranche of
ONEseries Notes, from and including the date of issuance of that Tranche of
ONEseries Notes) to but excluding the Monthly Principal Accrual Date in the
following Monthly Period.
(d) SPECIFIED DEPOSITS. If the Terms Document for a Tranche of
ONEseries Notes specifies a deposit in addition to or different from the
deposits described above to be made to the Interest Funding Sub-Account for that
Tranche of ONEseries Notes, the deposit targeted for that Tranche of ONEseries
Notes with respect to such Monthly Period and the applicable Note Transfer Date
will be such specified amount.
(e) ADDITIONAL INTEREST. Unless otherwise specified in the applicable
Terms Document, the deposit targeted for any Tranche of Outstanding Notes that
has accrued and overdue interest will include the interest accrued on that
overdue interest during the period from and including the prior Monthly Interest
Accrual Date to but excluding the current Monthly Interest Accrual Date at the
rate of interest applicable to the principal of such Tranche during that period.
Section 3.04 ALLOCATIONS OF ONEseries AVAILABLE FINANCE CHARGE
COLLECTIONS TO THE INTEREST FUNDING ACCOUNT AND TO THE INTEREST FUNDING
SUB-ACCOUNTS. The aggregate amount to be deposited to the Interest Funding
Account pursuant to subsection 3.02(a) will, at the written direction of the
Servicer, be allocated, and a portion deposited, into the Interest Funding
Sub-Account for each Tranche of ONEseries Notes on the applicable Note Transfer
Date as follows:
(a) ONEseries AVAILABLE FINANCE CHARGE COLLECTIONS AT LEAST EQUAL TO
OR GREATER THAN TARGETED AMOUNTS. If the amount of funds available for a Monthly
Period pursuant to Section 3.02 is at least equal to or greater than the
aggregate amount of the deposits and payments targeted by Section 3.03 with
respect to such Monthly Period, then the full amount of each such deposit and
payment will be made to the applicable Interest Funding Sub-Accounts.
35
(b) ONEseries AVAILABLE FINANCE CHARGE COLLECTIONS ARE LESS THAN
TARGETED AMOUNTS. If the amount of funds available for a Monthly Period pursuant
to Section 3.02 is less than the aggregate amount of the deposits targeted by
Section 3.03 with respect to such Monthly Period, then the amount available will
be allocated to each Tranche of ONEseries Notes as follows:
(i) first, to each Tranche of Class A Notes PRO RATA based on
the ratio of (A) the aggregate amount of the deposits targeted by Section
3.03 with respect to that Tranche of Class A Notes, to (B) the aggregate
amount of the deposits targeted by Section 3.03 with respect to all
Tranches of Class A Notes, and
(ii) second, to each Tranche of Class B Notes PRO RATA based on
the ratio of (A) the aggregate amount of the deposits targeted by Section
3.03 with respect to that Tranche of Class B Notes, to (B) the aggregate
amount of the deposits targeted by Section 3.03 with respect to all
Tranches of Class B Notes, and
(iii) third, to each Tranche of Class C Notes PRO RATA based on
the ratio of (A) the aggregate amount of the deposits targeted by Section
3.03 with respect to that Tranche of Class C Notes, to (B) the aggregate
amount of the deposits targeted by Section 3.03 with respect to all
Tranches of Class C Notes.
Section 3.05 AMOUNTS TO BE TREATED AS ONEseries AVAILABLE FINANCE
CHARGE COLLECTIONS; PAYMENTS RECEIVED FROM DERIVATIVE COUNTERPARTIES FOR
INTEREST IN A FOREIGN CURRENCY; OTHER DEPOSITS TO THE INTEREST FUNDING
SUB-ACCOUNTS. The following deposits and payments will be made on the following
dates:
(a) AMOUNTS TO BE TREATED AS ONEseries AVAILABLE FINANCE CHARGE
COLLECTIONS. In addition to Available Finance Charge Collections allocated to
the ONEseries pursuant to subsection 3.01(a), any Shared Excess Available
Finance Charge Collections from other Series in Shared Excess Available Finance
Charge Collections Group A pursuant to Section 3.27 and any amounts to be
treated as ONEseries Available Finance Charge Collections pursuant to any Terms
Document, the following amounts shall be treated as ONEseries Available Finance
Charge Collections for application in accordance with this Article III with
respect to any Monthly Period:
(i) SEGREGATED ONEseries FINANCE CHARGE COLLECTIONS. The
aggregate amount of Segregated ONEseries Finance Charge Collections
allocable to each Tranche of ONEseries Notes which is used to cover the
aggregate Principal Funding Sub-Account Earnings Shortfall for each Tranche
of ONEseries Notes pursuant to Section 3.30.
36
(ii) DOLLAR PAYMENTS FROM DERIVATIVE COUNTERPARTIES FOR INTEREST.
Dollar payments received under Derivative Agreements for interest for any
Tranche of ONEseries Notes.
(iii) SUB-ACCOUNT EARNINGS. The aggregate amount of Principal
Funding Sub-Account Earnings from all Principal Funding Sub-Accounts and
the aggregate amount of Interest Funding Sub-Account Earnings from all
Interest Funding Sub-Accounts.
(b) FOREIGN CURRENCY PAYMENTS FROM DERIVATIVE COUNTERPARTIES FOR
INTEREST. Payments received under Derivative Agreements for ONEseries Notes with
interest payable in a Foreign Currency will be applied as specified in the
applicable Terms Document.
(c) OTHER DEPOSITS TO THE INTEREST FUNDING SUB-ACCOUNTS.
(i) CLASS C RESERVE ACCOUNT. Withdrawals made from the Class C
Reserve Account pursuant to subsection 3.25(a) will be deposited into the
applicable Interest Funding Sub-Account for the applicable Tranche of Class
C Notes on the applicable Note Transfer Date for such Tranche of Class C
Notes.
(ii) SALES PROCEEDS. Sales Proceeds received by the Issuer
pursuant to subsection 3.22(c)(ii) for any Tranche of ONEseries Notes will
be deposited into the applicable Interest Funding Sub-Account on the date
of receipt by the Issuer.
(iii) OTHER AMOUNTS. The Terms Document for any Tranche may
include additional amounts which are to be deposited into the applicable
Interest Funding Sub-Account on each applicable Note Transfer Date.
Section 3.06 ALLOCATIONS OF REDUCTIONS FROM INVESTOR CHARGE-OFFS TO
THE NOMINAL LIQUIDATION AMOUNT OF SUBORDINATED CLASSES. If there is an Investor
Charge-Off on any First Note Transfer Date, that reduction will be allocated
(and reallocated) on that date to each Tranche of ONEseries Notes as set forth
in this Section 3.06.
(a) Initially, the amount of such Investor Charge-Off will be
allocated to each Tranche of Outstanding ONEseries Notes PRO RATA based on the
ratio of the Nominal Liquidation Amount used for such Tranche in the calculation
of the ONEseries Floating Allocation Percent age for the immediately preceding
Monthly Period to the aggregate Nominal Liquidation Amount used in the
calculation of the ONEseries Floating Allocation Percentage for such Monthly
Period.
37
(b) Immediately afterwards, the amount of Investor Charge-Offs
allocated to the Class A Notes pursuant to clause (a) will be reallocated to the
Class C Notes subject to the limitations set forth in clauses (c) and (e), and
the amount of Investor Charge-Offs allocated to the Class A Notes pursuant to
clause (a) and not reallocated to the Class C Notes due to the limitations set
forth in clauses (c) and (e) will be reallocated to the Class B Notes subject to
the limitations set forth in clauses (c) and (e). Immediately after giving
effect to the preceding sentence, the aggregate amount of Investor Charge-Offs
allocated to the Class B Notes pursuant to clause (a) or reallocated to the
Class B Notes pursuant to the preceding sentence will be reallocated to the
Class C Notes subject to the limitations set forth in clauses (d) and (e). Any
amount of Investor Charge-Offs which cannot be reallocated from a Senior Class
to a Subordinated Class due to the limitations in clauses (c), (d) and (e) will
reduce the Nominal Liquidation Amount of the related senior Tranche of ONEseries
Notes.
(c) (i) The reallocation in clause (b) of Investor Charge-Offs from
any Tranche of Class A Notes to the Class C Notes is subject to the limitation
that after giving effect to clause (a) and to such reallocation from that
Tranche of Class A Notes to the Class C Notes, that Tranche's Class A Usage of
Class C Required Subordinated Amount (computed before giving effect to any
reallocations of Investor Charge-Offs from any Class B Notes and any
reallocation of ONEseries Available Principal Collections for such First Note
Transfer Date) will not exceed that Tranche's Class A Required Subordinated
Amount of Class C Notes.
(ii) The reallocation in clause (b) of Investor Charge-Offs from
any Tranche of Class A Notes to the Class B Notes is subject to the
limitation that after giving effect to clause (a) and to such reallocation
from that Tranche of Class A Notes to the Class B Notes, that Tranche's
Class A Usage of Class B Required Subordinated Amount (computed before
giving effect to any reallocations of ONEseries Available Principal
Collections for such First Note Transfer Date) will not exceed that
Tranche's Class A Required Subordinated Amount of Class B Notes.
(d) The reallocation in clause (b) of Investor Charge-Offs from any
Tranche of Class B Notes to the Class C Notes is subject to the limitation that
after giving effect to clause (a) and such reallocation from that Tranche of
Class B Notes and reallocations from any Tranche of Class A Notes to any Tranche
of Class C Notes, that Tranche's Class B Usage of Class C Required Subordinated
Amount (computed before giving effect to any reallocations of ONEseries
Available Principal Collections for such First Note Transfer Date) will not
exceed that Tranche's Class B Required Subordinated Amount of Class C Notes.
(e) (i) The amount permitted to be reallocated to Tranches of
Class C Notes pursuant to clause (b) will be applied to each Tranche of
Class C Notes PRO RATA based on the ratio of the Nominal Liquidation Amount
used for that Tranche of Class C Notes in the calculation of the ONEseries
Floating Allocation Percentage for the
38
immediately preceding Monthly Period to the Nominal Liquidation Amount for
all Class C Notes in the ONEseries used in the calculation of the ONEseries
Floating Allocation Percentage for such Monthly Period.
(ii) In no event will the Nominal Liquidation Amount (after
giving effect to this clause (e)) of any Tranche of Class C Notes be
reduced below zero.
(iii) The amount permitted to be reallocated to Tranches of Class
B Notes pursuant to clause (b) will be applied to each Tranche of Class B
Notes PRO RATA based on the ratio of the Nominal Liquidation Amount used
for that Tranche of Class B Notes in the calculation of the ONEseries
Floating Allocation Percentage for the immediately preceding Monthly
Period to the Nominal Liquidation Amount for all Class B Notes in the
ONEseries used in the calculation of the ONEseries Floating Allocation
Percentage for such Monthly Period.
(iv) In no event will the Nominal Liquidation Amount (after
giving effect to this clause (e)) of any Tranche of Class B Notes be
reduced below zero.
(f) In the case of each Tranche of ONEseries Notes, the Nominal
Liquidation Amount of each such Tranche will be reduced by an amount equal to
the Investor Charge-Offs which are allocated or reallocated to that Tranche of
ONEseries Notes, less the amount of Investor Charge-Offs that are reallocated
from that Tranche of ONEseries to a Subordinated Class of ONEseries Notes.
Section 3.07 ALLOCATIONS OF REIMBURSEMENTS OF NOMINAL LIQUIDATION
AMOUNT DEFICITS. If, with respect to any Monthly Period, there are ONEseries
Available Finance Charge Collections available pursuant to subsection 3.02(d) to
reimburse any Nominal Liquidation Amount Deficits, such funds will be allocated
to each Tranche of ONEseries Notes on the First Note Transfer Date in the
immediately succeeding Monthly Period as follows:
(a) first, to each Tranche of Class A Notes PRO RATA based on the
ratio of the Nominal Liquidation Amount Deficit thereof to the aggregate Nominal
Liquidation Amount Deficits of all Tranches of Class A Notes, but in no event
will the Nominal Liquidation Amount of such a Tranche of ONEseries Notes be
increased above the Adjusted Outstanding Dollar Principal Amount of such
Tranche,
(b) second, to each Tranche of Class B Notes PRO RATA based on the
ratio of the Nominal Liquidation Amount Deficit thereof to the aggregate Nominal
Liquidation Amount Deficits of all Tranches of Class B Notes, but in no event
will the Nominal Liquidation Amount of such a Tranche of ONEseries Notes be
increased above the Adjusted Outstanding Dollar Principal Amount of such
Tranche, and
39
(c) third, to each Tranche of Class C Notes PRO RATA based on the
ratio of the Nominal Liquidation Amount Deficits thereof to the aggregate
Nominal Liquidation Amount Deficit of all Tranches of Class C Notes, but in no
event will the Nominal Liquidation Amount of such a Tranche of ONEseries Notes
be increased above the Adjusted Outstanding Dollar Principal Amount of such
Tranche.
Section 3.08 ALLOCATIONS OF ASSET POOL ONE PRINCIPAL COLLECTIONS TO
THE ONEseries NOTES. With respect to each Monthly Period, the Collateral Agent,
at the written direction of the Servicer, shall allocate to the ONEseries Notes
an amount equal to the product of (i) the ONEseries Principal Allocation
Percentage and (ii) the Asset Pool One Principal Collections for such Monthly
Period.
Section 3.09 APPLICATION OF ONEseries AVAILABLE PRINCIPAL COLLECTIONS.
With respect to each Monthly Period, the Indenture Trustee, at the written
direction of the Servicer, shall apply an amount equal to the sum of (i) Asset
Pool One Principal Collections allocated to the ONEseries pursuant to Section
3.08, (ii) any amounts to be treated as ONEseries Available Principal
Collections pursuant to subsection 3.14(a), (iii) any Shared Excess Available
Principal Collections allocated to the ONEseries pursuant to Section 3.28, (iv)
any Asset Pool One Collateral Certificate Principal Shortfall Payments allocated
to the ONEseries pursuant to Section 3.29 and (v) any amounts to be treated as
ONEseries Available Principal Collections allocated to the ONEseries pursuant to
any Terms Document (such amounts, the "ONEseries AVAILABLE PRINCIPAL
COLLECTIONS") as follows:
(a) first, if after giving effect to deposits to be made on each Note
Transfer Date in the immediately succeeding Monthly Period pursuant to
subsection 3.02(a), any Tranche of Class A Notes will not receive the full
amount targeted to be deposited pursuant to Section 3.03 with respect to any
such Note Transfer Date, then ONEseries Available Principal Collections (in an
amount not to exceed the product of (x) the ONEseries Available Principal
Collections that are described in clauses (i) and (ii) in the preamble to this
Section 3.09 and (y) the sum of the Class B Allocation Percentage and the Class
C Allocation Percentage for such Monthly Period) will be allocated to the
Interest Funding Sub-Account of each such Tranche of Class A Notes PRO RATA
based on, in the case of each such Tranche of Class A Notes, the lesser of the
following amounts:
(i) the amount of the deficiency in the targeted amount to be
deposited into the Interest Funding Sub-Account of such Tranche of Class A
Notes; and
(ii) an amount equal to the sum of (A) the Class A Unused
Subordinated Amount of Class C Notes PLUS (B) the Class A Unused
Subordinated Amount of Class B Notes, in each case, for such Tranche of
Class A Notes (determined after giving
40
effect to the application of Investor Charge-Offs pursuant to
Section 3.06 on the First Note Transfer Date);
(b) second, if after giving effect to deposits to be made on each
Note Transfer Date in the immediately succeeding Monthly Period pursuant to
subsection 3.02(a) any Tranche of Class B Notes will not receive the full amount
targeted to be deposited pursuant to Section 3.03 with respect to any such Note
Transfer Date, then ONEseries Available Principal Collections (in an amount,
not less than zero, not to exceed the excess of (I) the product of (x) the
ONEseries Available Principal Collections that are described in clauses (i) and
(ii) in the preamble to this Section 3.09 and (y) the sum of the Class B
Allocation Percentage and the Class C Allocation Percentage for such Monthly
Period OVER (II) the aggregate amount of such ONEseries Available Principal
Collections reallocated pursuant to clause (a) above) will be allocated to the
Interest Funding Sub-Account of each such Tranche of Class B Notes PRO RATA
based on, in the case of each such Tranche of Class B Notes, the lesser of the
following amounts:
(i) the amount of the deficiency in the targeted amount to be
deposited into the Interest Funding Sub-Account of such Tranche of Class B
Notes; and
(ii) an amount equal to the Class B Unused Subordinated Amount of
Class C Notes for such Tranche of Class B Notes (determined after giving
effect to the application of Investor Charge-Offs pursuant to Section 3.06
on the First Note Transfer Date and the reallocation of ONEseries Available
Principal Collections pursuant to clause (a) above);
(c) third, if after giving effect to payments to be made on the First
Note Transfer Date in the immediately succeeding Monthly Period pursuant to
subsection 3.02(b), the Servicer will not receive the full amount of the
ONEseries Servicing Fees allocable to the Class A Notes to be paid pursuant to
subsection 3.02(b) on such First Note Transfer Date, then ONEseries Available
Principal Collections (in an amount, not less than zero, not to exceed the
excess of (I) the product of (x) the ONEseries Available Principal Collections
that are described in clauses (i) and (ii) in the preamble to this Section 3.09
and (y) the sum of the Class B Allocation Percentage and the Class C Allocation
Percentage for such Monthly Period OVER (II) the aggregate amount of such
ONEseries Available Principal Collections reallocated pursuant to clauses (a)
and (b) above) will be paid to the Servicer in an amount equal to, and allocated
to each such Tranche of Class A Notes PRO RATA based on, in the case of each
such Tranche of Class A Notes, the lesser of the following amounts:
(i) the amount of the deficiency allocated to such Tranche of
Class A Notes PRO RATA pursuant to Section 3.10; and
41
(ii) an amount equal to the sum of (A) the Class A Unused
Subordinated Amount of Class C Notes PLUS (B) the Class A Unused
Subordinated Amount of Class B Notes, in each case, for such Tranche of
Class A Notes (determined after giving effect to the allocation of Investor
Charge-Offs pursuant to Section 3.06 on the First Note Transfer Date and
the reallocation of ONEseries Available Principal Collections pursuant to
clauses (a) and (b) above);
(d) fourth, if after giving effect to payments to be made on the
First Note Transfer Date in the immediately succeeding Monthly Period pursuant
to subsection 3.02(b), the Servicer will not receive the full amount of the
ONEseries Servicing Fees allocable to the Class B Notes to be paid pursuant to
subsection 3.02(b) on such First Note Transfer Date, then ONEseries Available
Principal Collections (in an amount, not less than zero, not to exceed the
excess of (I) the product of (x) the ONEseries Available Principal Collections
that are described in clauses (i) and (ii) in the preamble to this Section 3.09
and (y) the sum of the Class B Allocation Percentage and the Class C Allocation
Percentage for such Monthly Period OVER (II) the aggregate amount of such
ONEseries Available Principal Collections reallocated pursuant to clauses (a)
through (c) above) will be paid to the Servicer in an amount equal to, and
allocated to each such Tranche of Class B Notes PRO RATA based on, in the case
of each such Tranche of Class B Notes, the lesser of the following amounts:
(i) the amount of the deficiency allocated to such Tranche of
Class B Notes PRO RATA pursuant to Section 3.10; and
(ii) an amount equal to the Class B Unused Subordinated Amount of
Class C Notes for such Tranche of Class B Notes (determined after giving
effect to the allocation of Investor Charge-Offs pursuant to Section 3.06
on the First Note Transfer Date and the reallocation of ONEseries Available
Principal Collections pursuant to clauses (a) through (c) above);
(e) fifth, to make the targeted deposits on the applicable Note
Transfer Dates in the immediately succeeding Monthly Period to the Principal
Funding Sub-Accounts for all Tranches of ONEseries Notes pursuant to Section
3.12;
(f) sixth, to be treated as Shared Excess Available Principal
Collections on each applicable Note Transfer Date for the benefit of other
Series in Asset Pool One; and
(g) seventh, to be treated as part of the Asset Pool One Reinvestment
Amount.
Section 3.10 ALLOCATION OF ONEseries SERVICING FEE SHORTFALLS.
42
On each First Note Transfer Date if, after giving effect to payments
to be made with respect to the prior Monthly Period pursuant to subsection
3.02(a), the Servicer has not received the full amount to be paid pursuant to
subsection 3.02(b) with respect to such Monthly Period, the aggregate amount of
such shortfall will be allocated to each Tranche of Outstanding ONEseries Notes
PRO RATA based on the ratio of the Nominal Liquidation Amount used for such
Tranche in the calculation of the ONEseries Floating Allocation Percentage for
such Monthly Period to the aggregate Nominal Liquidation Amount for all
Outstanding Tranches of ONEseries Notes used in the calculation of the ONEseries
Floating Allocation Percentage for such Monthly Period.
Section 3.11 COMPUTATION OF REDUCTIONS TO THE NOMINAL LIQUIDATION
AMOUNT OF SUBORDINATED CLASSES FROM REALLOCATIONS OF ONEseries AVAILABLE
PRINCIPAL COLLECTIONS.
(a) Each reallocation of ONEseries Available Principal Collections
deposited to the Interest Funding Sub-Account of a Tranche of Class A Notes
pursuant to subsection 3.09(a) will reduce the Nominal Liquidation Amount of the
Class C Notes on the First Note Transfer Date in the Monthly Period in which
such reallocation occurs; PROVIDED, HOWEVER, that the amount of such reduction
for each such Tranche of Class A Notes shall not exceed the Class A Unused
Subordinated Amount of Class C Notes for such Tranche of Class A Notes (after
giving effect to any reductions or reimbursements pursuant to Section 3.06 on
such First Note Transfer Date).
(b) Each reallocation of ONEseries Available Principal Collections
deposited to the Interest Funding Sub-Account of a Tranche of Class A Notes
pursuant to subsection 3.09(a) which does not reduce the Nominal Liquidation
Amount of Class C Notes pursuant to clause (a) above will reduce the Nominal
Liquidation Amount of the Class B Notes on the First Note Transfer Date in the
Monthly Period in which such reallocation occurs; PROVIDED, HOWEVER, that the
amount of such reduction for each such Tranche of Class A Notes shall not exceed
the Class A Unused Subordinated Amount of Class B Notes for such Tranche of
Class A Notes (after giving effect to any reductions or reimbursements pursuant
to Section 3.06 on such First Note Transfer Date).
(c) Each reallocation of ONEseries Available Principal Collections
deposited to the Interest Funding Sub-Account of a Tranche of Class B Notes
pursuant to subsection 3.09(b) will reduce the Nominal Liquidation Amount
(determined after giving effect to clause (a) above) of the Class C Notes on the
First Note Transfer Date in the Monthly Period in which such reallocation
occurs; PROVIDED, HOWEVER, that the amount of such reduction for each such
Tranche of Class B Notes shall not exceed the Class B Unused Subordinated Amount
of Class C Notes for such Tranche of Class B Notes (after giving effect to any
reductions or reimbursements pursuant to Section 3.06 on such First Note
Transfer Date).
43
(d) Each reallocation of ONEseries Available Principal Collections
paid to the Servicer pursuant to subsection 3.09(c) will reduce the Nominal
Liquidation Amount (determined after giving effect to clauses (a) and (c)
above) of the Class C Notes on the First Note Transfer Date in the Monthly
Period in which such reallocation occurs; PROVIDED, HOWEVER, that the amount of
such reduction for each such Tranche of Class A Notes shall not exceed the Class
A Unused Subordinated Amount of Class C Notes for such Tranche of Class A Notes
(after giving effect to clauses (a) and (c) above and any reductions or
reimbursements pursuant to Section 3.06 on such First Note Transfer Date).
(e) Each reallocation of ONEseries Available Principal Collections
paid to the Servicer pursuant to subsection 3.09(c) which does not reduce the
Nominal Liquidation Amount of Class C Notes pursuant to clause (d) above will
reduce the Nominal Liquidation Amount (determined after giving effect to clause
(b) above) of the Class B Notes on the First Note Transfer Date in the Monthly
Period in which such reallocation occurs; PROVIDED, HOWEVER, that the amount of
such reduction for each such Tranche of Class A Notes shall not exceed the Class
A Unused Subordinated Amount of Class B Notes for such Tranche of Class A Notes
(after giving effect to clause (b) above and any reductions or reimbursements
pursuant to Section 3.06 on such First Note Transfer Date).
(f) Each reallocation of ONEseries Available Principal Collections
paid to the Servicer pursuant to subsection 3.09(d) will reduce the Nominal
Liquidation Amount (determined after giving effect to clauses (a), (c) and (d)
above) of the Class C Notes on the First Note Transfer Date in the Monthly
Period in which such reallocation occurs; PROVIDED, HOWEVER, that the amount of
such reduction for each such Tranche of Class A Notes shall not exceed the Class
A Unused Subordinated Amount of Class C Notes for such Tranche of Class A Notes
(after giving effect to any reductions or reimbursements pursuant to Section
3.06 on such First Note Transfer Date).
(g) The aggregate amount of the reallocation of ONEseries Available
Principal Collections which reduce the Nominal Liquidation Amount of Class B
Notes pursuant to clauses (b) and (e) above will reduce the Nominal Liquidation
Amount (determined after giving effect to any reductions or reimbursements
pursuant to Section 3.06 on such First Note Transfer Date) of each Tranche of
the Class B Notes PRO RATA based on the ratio of the Nominal Liquidation Amount
for such Tranche of Class B Notes used in the ONEseries Floating Allocation
Percentage for the related Monthly Period to the Nominal Liquidation Amount for
all Class B Notes used in the ONEseries Floating Allocation Percentage for the
related Monthly Period; PROVIDED, HOWEVER, that the amount of any such reduction
of the Nominal Liquidation Amount of a Tranche of Class B Notes will be limited
by the aggregate amount of such reduction which results in a reduction of the
Nominal Liquidation Amount of the Class C Notes pursuant to clause (h) below.
44
(h) Each reallocation of ONEseries Available Principal Collections
which reduces the Nominal Liquidation Amount of Class B Notes pursuant to clause
(g) above may be reallocated to the Class C Notes and such reallocation will
reduce the Nominal Liquidation Amount (determined after giving effect to clauses
(a), (c), (d) and (f) above and any reductions or reimbursements pursuant to
Section 3.06 on such First Note Transfer Date) of the Class C Notes; PROVIDED,
HOWEVER, that the amount of such reduction for each such Tranche of Class B
Notes shall not exceed the Class B Unused Subordinated Amount of Class C Notes
for such Tranche of Class B Notes (after giving effect to clauses (a), (c), (d)
and (f) above and any reductions pursuant to Section 3.06 on such First Note
Transfer Date).
(i) The aggregate amount of the reallocation of ONEseries Available
Principal Collections which reduce the Nominal Liquidation Amount of Class C
Notes pursuant to clauses (a), (c), (d), (f) and (h) above will reduce the
Nominal Liquidation Amount (deter mined after giving effect to any reductions or
reimbursements pursuant to Section 3.06 on such First Note Transfer Date) of
each Tranche of the Class C Notes PRO RATA based on the ratio of the Nominal
Liquidation Amount for such Tranche of Class C Notes used in the ONEseries
Floating Allocation Percentage for the related Monthly Period to the Nominal
Liquidation Amount for all Class C Notes used in the ONEseries Floating
Allocation Percentage for the related Monthly Period.
Section 3.12 TARGETED DEPOSITS OF ONEseries AVAILABLE PRINCIPAL
COLLECTIONS TO THE PRINCIPAL FUNDING ACCOUNT AND THE PRINCIPAL FUNDING
SUB-ACCOUNT. The amount of the deposit targeted for any Tranche of ONEseries
Notes with respect to any Monthly Period to be deposited into the Principal
Funding Sub-Account for that Tranche on the applicable Note Transfer Date in the
immediately succeeding Monthly Period will be the sum of (i) the amount
determined pursuant to clause (a), (b), (c), (d) or (e) of this Section with
respect to such Tranche for such Monthly Period, as applicable and (ii) any
deposit targeted pursuant to clause (i) with respect to such Tranche for any
prior Monthly Period but for which the full targeted deposit was not made, but
in no case more than the Nominal Liquidation Amount of such Tranche of ONEseries
Notes (computed immediately before giving effect to such deposit but after
giving effect to any reductions of the Nominal Liquidation Amount of such
Tranche of ONEseries Notes as a result of Investor Charge-Offs and any
reallocations of ONEseries Available Principal Collections or increases of the
Nominal Liquidation Amount of such Tranche of ONEseries Notes as a result of
reimbursements thereof pursuant to subsection 3.02(d) to be made on the First
Note Transfer Date in the immediately succeeding Monthly Period).
(a) PRINCIPAL PAYMENT DATE. With respect to the Monthly Period
immediately preceding any Principal Payment Date, the deposit targeted for that
Tranche of ONEseries Notes, unless otherwise specified in the applicable Terms
Document, will be equal to the Nominal Liquidation Amount of that Tranche of
ONEseries Notes (computed immediately before giving effect to such deposit but
after giving effect to any reductions of the Nominal Liquidation
45
Amount of such Tranche of ONEseries Notes as a result of Investor Charge-Offs
and any reallocations of ONEseries Available Principal Collections or increases
of the Nominal Liquidation Amount of such Tranche of ONEseries Notes as a
result of reimbursements thereof pursuant to subsection 3.02(d) to be made on
the First Note Transfer Date in the immediately following Monthly Period).
(b) BUDGETED DEPOSITS.
(i) Subject to subsection 3.12(d), with respect to each Monthly
Period, beginning with the Accumulation Commencement Date, the deposit
targeted to be made into the Principal Funding Sub-Account for that Tranche
will be the Controlled Accumulation Amount for that Tranche specified in
the applicable Terms Document, or if no such amount is specified, beginning
with the twelfth Monthly Period before the Monthly Period related to the
Scheduled Principal Payment Date of that Tranche of ONEseries Notes, an
amount equal to one-twelfth of the expected Outstanding Dollar Principal
Amount of such Tranche of ONEseries Notes as of such Scheduled Principal
Payment Date.
(ii) Notwithstanding anything to the contrary in clause (i), on
or before the Determination Date immediately preceding the first business
day of the month that is twelve (12) whole calendar months prior to the
Scheduled Principal Payment Date of any Tranche of ONEseries Notes, and
each Determination Date thereafter until the Accumulation Commencement
Date, the Servicer will determine the "ACCUMULATION PERIOD LENGTH" which
shall equal a number of months not less than the number of whole calendar
months reasonably expected by the Servicer to be necessary to accumulate
from ONEseries Available Principal Collections an amount equal to the
Nominal Liquidation Amount of such Tranche of ONEseries Notes; PROVIDED,
HOWEVER, that the Accumulation Period Length will not be determined to be
less than one whole calendar month; PROVIDED FURTHER, HOWEVER, that if the
Servicer determines that the Accumulation Period Length will be less than
twelve (12) whole calendar months, the Servicer shall on the first
Determination Date on which the Accumulation Period Length is determined
send written notice to the Indenture Trustee, the Collateral Agent and each
Note Rating Agency then rating any Outstanding ONEseries Notes, which
notice shall state the applicable Accumulation Period Length.
(c) PREFUNDING OF THE PRINCIPAL FUNDING ACCOUNT OF SENIOR CLASSES. If
the Issuer determines with respect to any Monthly Period with respect to any
Class A Notes or Class B Notes that, after giving effect to all allocations,
payments and deposits that will be made on the First Note Transfer Date and each
Note Transfer Date occurring in the immediately succeeding Monthly Period, the
Prefunding Target Amount of such Class is greater than zero, the targeted
46
deposit to the Principal Funding Sub-Accounts for such Class will be the
Prefunding Target Amount for the ONEseries for such Monthly Period.
(d) EVENT OF DEFAULT, EARLY AMORTIZATION EVENT, OTHER OPTIONAL OR
MANDATORY REDEMPTION. If any Tranche of ONEseries Notes has been accelerated
during a Monthly Period after the occurrence of an Event of Default, or if an
Early Amortization Event with respect to any Tranche of ONEseries Notes occurs
during such Monthly Period, or with respect to the Monthly Period immediately
preceding any other date fixed for any other optional or mandatory redemption
of any Tranche of ONEseries Notes, the deposit targeted for that Tranche of
ONEseries Notes with respect to that Monthly Period and each following Monthly
Period will be equal to the Nominal Liquidation Amount of that Tranche of
ONEseries Notes (computed immediately before giving effect to such deposit but
after giving effect to any reductions of the Nominal Liquidation Amount of such
Tranche of ONEseries Notes as a result of Investor Charge-Offs and any
reallocations of ONEseries Available Principal Collections or increases of the
Nominal Liquidation Amount of such Tranche of ONEseries Notes as a result of
reimbursements thereof pursuant to subsection 3.02(d) to be made on the First
Note Transfer Date in the immediately succeeding Monthly Period).
(e) AMOUNTS OWED TO DERIVATIVE COUNTERPARTIES. If a Tranche of
Outstanding ONEseries Dollar Notes or ONEseries Foreign Currency Notes has a
Performing or non-Performing Derivative Agreement for principal that provides
for a payment to the applicable Derivative Counterparty, the deposit targeted
for that Tranche of ONEseries Notes on each Note Transfer Date with respect to
any payment to the Derivative Counterparty will be specified in the related
Terms Document.
Section 3.13 ALLOCATIONS AMONG PRINCIPAL FUNDING SUB-ACCOUNTS. Subject
to the restrictions of Section 3.17, the aggregate amount of the deposits to be
made to the Principal Funding Sub-Accounts for each Tranche of ONEseries Notes
pursuant to Section 3.12 for each Monthly Period will be allocated, and a
portion deposited in the Principal Funding Sub-Account for each Tranche of
ONEseries Notes, as follows:
(a) ONEseries AVAILABLE PRINCIPAL COLLECTIONS EQUAL TO TARGETED
AMOUNT. Subject to clause (c) below, if ONEseries Available Principal
Collections remaining after giving effect to subsections 3.09(a) through (d) are
equal to or greater than the aggregate amount of ONEseries Available Principal
Collections targeted to be deposited into the Principal Funding Sub-Accounts for
all Tranches of ONEseries Notes pursuant to Section 3.12, then that targeted
amount will be deposited in the Principal Funding Sub-Account established for
each Tranche of ONEseries Notes.
(b) ONEseries AVAILABLE PRINCIPAL COLLECTIONS ARE LESS THAN TARGETED
AMOUNTS. Subject to clause (c) below, if ONEseries Available Principal
Collections remaining
47
after giving effect to subsections 3.09(a) through (d) are less than the
aggregate amount targeted to be deposited into the Principal Funding
Sub-Accounts for all Tranches of ONEseries Notes pursuant to Section 3.12, then
remaining ONEseries Available Principal Collections will be deposited in the
Principal Funding Sub-Account established for each Tranche of ONEseries Notes in
the following priority:
(i) first, the amount available will be allocated to the Class A
Notes PRO RATA based on the ratio of (A) the amount targeted to be
deposited into the Principal Funding Sub-Account for such Tranche of Class
A Notes pursuant to Section 3.12, to (B) the aggregate amount targeted to
be deposited into the Principal Funding Sub-Account for all Tranches of
Class A Notes pursuant to Section 3.12;
(ii) second, the amount available after the application in clause
(i) above will be allocated to the Class B Notes, PRO RATA based on the
ratio of (A) the amount targeted to be deposited into the Principal Funding
Sub-Account for such Tranche of Class B Notes pursuant to Section 3.12, to
(B) the aggregate amount targeted to be deposited into the Principal
Funding Sub-Account for all Tranches of Class B Notes pursuant to Section
3.12; and
(iii) third, the amount available after the applications in
clauses (i) and (ii) above will be allocated to the Class C Notes, PRO RATA
based on the ratio of (A) the amount targeted to be deposited into the
Principal Funding Sub-Account for such Tranche of Class C Notes pursuant to
Section 3.12, to (B) the aggregate amount targeted to be deposited into the
Principal Funding Sub-Account for all Tranches of Class C Notes pursuant to
Section 3.12.
(c) REALLOCATION OF DEPOSITS TO THE PRINCIPAL FUNDING SUB-ACCOUNT OF
ANY SUBORDINATED TRANCHE OF ONEseries NOTES. If the restrictions of subsection
3.17(a) prevent the deposit of ONEseries Available Principal Collections into
the Principal Funding Sub-Account of any Subordinated Tranche of ONEseries
Notes, the aggregate amount of ONEseries Available Principal Collections
available to make the targeted deposit for such Subordinated Tranche will be
allocated FIRST, if applicable, to each Tranche of Class A Notes PRO RATA based
on the ratio of (A) the Required Subordinated Amount with respect to such
Subordinated Class of ONEseries Notes for such Tranche of Class A Notes to (B)
the Required Subordinated Amount with respect to such Subordinated Class of
ONEseries Notes for all Tranches of Class A Notes and, SECOND, if applicable, to
each Tranche of Class B Notes PRO RATA based on the ratio of (A) the Required
Subordinated Amount with respect to such Subordinated Class of ONEseries Notes
for such Tranche of Class B Notes to (B) the Required Subordinated Amount with
respect to such Subordinated Class of ONEseries Notes for all Tranches of Class
B Notes.
48
Section 3.14 AMOUNTS TO BE TREATED AS ONEseries AVAILABLE PRINCIPAL
COLLECTIONS; PAYMENTS RECEIVED FROM DERIVATIVE COUNTERPARTIES FOR PRINCIPAL;
OTHER DEPOSITS TO PRINCIPAL FUNDING SUB-ACCOUNTS. The following deposits and
payments will be made on the following dates:
(a) AMOUNTS TO BE TREATED AS ONEseries AVAILABLE PRINCIPAL
COLLECTIONS. In addition to Available Principal Collections allocated to the
ONEseries pursuant to Section 3.3 of the Asset Pool One Supplement and Section
3.08 hereof, any Shared Excess Available Principal Collections allocated to the
ONEseries pursuant to Section 3.28, any Asset Pool One Collateral Certificate
Principal Shortfall Payments allocated to the ONEseries pursuant to Section 3.29
and any amounts to be treated as ONEseries Available Principal Collections
pursuant to any Terms Document, the following amounts shall be treated as
ONEseries Available Principal Collections for application in accordance with
this Article III with respect to any Monthly Period:
(i) ONEseries AVAILABLE FINANCE CHARGE COLLECTIONS. ONEseries
Available Principal Collections will include ONEseries Available Finance
Charge Collections to be treated as ONEseries Available Principal
Collections pursuant to subsection 3.02(c) or 3.02(d).
(ii) DOLLAR PAYMENTS FROM DERIVATIVE COUNTERPARTIES FOR
PRINCIPAL. Dollar payments received under Derivative Agreements for
principal for any Tranche of ONEseries Notes will be treated as ONEseries
Available Principal Collections.
(b) PAYMENTS RECEIVED FROM DERIVATIVE COUNTERPARTIES. Payments
received under Derivative Agreements for ONEseries Notes with principal payable
in a Foreign Currency will be applied as specified in the applicable Terms
Document.
(c) CLASS C RESERVE SUB-ACCOUNT. Withdrawals made from the Class C
Reserve Sub-Account for any Tranche of Class C Notes pursuant to subsection
3.25(b) will be deposited into the applicable Principal Funding Sub-Account on
the applicable Note Transfer Date.
(d) SALE PROCEEDS. Sales Proceeds received pursuant to subsection
3.22(c)(i) for any Tranche of ONEseries Notes will be deposited into the
applicable Principal Funding Sub-Account on the date of receipt by the Issuer.
(e) ISSUANCE PROCEEDS. If any Tranche of ONEseries Notes remains
Outstanding after its Scheduled Principal Payment Date, issuance proceeds
received pursuant to the issuance of a new Tranche of ONEseries Notes will be
deposited into the applicable Principal Funding Sub-Account on the date of
receipt by the Issuer and applied to pay the Outstanding Dollar Principal Amount
of such Tranche of ONEseries Notes on the next succeeding Principal
49
Payment Date for such Tranche of ONEseries Notes; PROVIDED, that the Servicer
may, upon five Business Days' prior written notice to the Indenture Trustee,
specify a special Principal Payment Date and Interest Payment Date which may
occur on any Business Day and on which the Outstanding Dollar Principal Amount
and all accrued and unpaid interest through such date shall be paid on the
Notes.
Section 3.15 WITHDRAWALS FROM INTEREST FUNDING ACCOUNT. Withdrawals
made pursuant to this Section 3.15 with respect to any Tranche of ONEseries
Notes will be made from the Interest Funding Sub-Account established for that
Tranche only after all allocations and reallocations have been made pursuant to
Sections 3.03, 3.04, 3.05 and 3.09. In no event will the aggregate amount of the
withdrawals from an Interest Funding Sub-Account for any month be more than the
amount on deposit in the applicable Interest Funding Sub-Account. A single
Tranche of ONEseries Notes may be entitled to more than one of the following
withdrawals in any month.
(a) WITHDRAWALS FOR ONEseries DOLLAR NOTES. On each Interest Payment
Date (or as specified in the applicable Terms Document) with respect to each
Tranche of ONEseries Dollar Notes, an amount equal to the interest due on the
applicable Tranche of ONEseries Notes on such Interest Payment Date (including
any overdue interest payments and additional interest on overdue interest
payments with respect to prior Interest Payment Dates) will be withdrawn from
that Interest Funding Sub-Account and remitted to the applicable Paying Agent(s)
or as otherwise provided in the applicable Terms Document.
(b) WITHDRAWALS FOR FOREIGN CURRENCY NOTES WITH A NON-PERFORMING
DERIVATIVE AGREEMENT FOR INTEREST. On each Interest Payment Date (or as
specified in the applicable Terms Document) with respect to a Tranche of
ONEseries Foreign Currency Notes that has a non-Performing Derivative Agreement
for interest, the amount specified in the applicable Terms Document will be
withdrawn from that Interest Funding Sub-Account and, if so specified in the
applicable Terms Document, converted to the applicable Foreign Currency at the
Spot Exchange Rate and remitted to the applicable Paying Agent(s) or as
otherwise provided in the applicable Terms Document.
(c) WITHDRAWALS FOR ONEseries DISCOUNT NOTES. On each applicable
Monthly Principal Accrual Date, with respect to each Tranche of ONEseries
Discount Notes, an amount equal to the amount of the accretion of principal of
that Tranche of ONEseries Notes from the prior Monthly Principal Accrual Date
(or, in the case of the first Principal Payment Date, the date of issuance of
that Tranche) to but excluding the applicable Monthly Principal Accrual Date
will be withdrawn from that Interest Funding Sub-Account and paid to the Issuer
to be applied as set forth in Section 3.19.
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(d) WITHDRAWALS FOR PAYMENTS TO DERIVATIVE COUNTERPARTIES. On each
date on which a payment is required to be made to the Derivative Counterparty
under the applicable Derivative Agreement (or as specified in the applicable
Terms Document) with respect to any Tranche of ONEseries Notes which has a
Performing or non-Performing Derivative Agreement for interest, an amount equal
to the amount of the payment to be made to the Derivative Counterparty under the
applicable Derivative Agreement (including, if applicable, any overdue interest
payments and any additional interest on overdue interest payments) will be
withdrawn from that Interest Funding Sub-Account and paid to the applicable
Derivative Counterparty or as otherwise provided in the applicable Terms
Document.
(e) EXCESS AMOUNTS. After payment in full of any Tranche of ONEseries
Notes, any amount remaining on deposit in the applicable Interest Funding
Sub-Account will be first, to the extent needed, allocated among and deposited
to the Interest Funding Sub-Account of the Tranches of ONEseries Notes in the
manner, order and priority set forth in subsection 3.04(b), second, to the
extent needed, allocated among and deposited to the Principal Funding
Sub-Account of the Tranches of ONEseries Notes in the manner, order and priority
set forth in subsection 3.13(b), and third, paid to the applicable Transferor.
If the aggregate amount available for withdrawal from an Interest
Funding Sub-Account for any Tranche of ONEseries Notes in a Monthly Period is
less than all withdrawals required to be made from that Interest Funding
Sub-Account for that Tranche in a Monthly Period after giving effect to all
deposits, then the amounts on deposit in that Interest Funding Sub-Account will
be withdrawn and, if payable to more than one Person, applied PRO RATA based on
the amount of each of the withdrawals required to be made.
Section 3.16 WITHDRAWALS FROM PRINCIPAL FUNDING ACCOUNT. Withdrawals
made pursuant to this Section 3.16 with respect to any Tranche of ONEseries
Notes will be made from the Principal Funding Sub-Accounts established for that
Tranche only after all allocations have been made pursuant to Sections 3.12,
3.13 and 3.14. In no event will the amount of the withdrawal for any Tranche of
ONEseries be more than the amount on deposit in the applicable Principal Funding
Sub-Account. A single Tranche of ONEseries Notes may be entitled to more than
one of the following withdrawals with respect to any Monthly Period.
(a) WITHDRAWALS FOR ONEseries DOLLAR NOTES WITH NO DERIVATIVE
AGREEMENT FOR PRINCIPAL. On each applicable Principal Payment Date (or as
specified in the applicable Terms Document) with respect to each Tranche of
ONEseries Dollar Notes which has no Derivative Agreement for principal, an
amount equal to the principal due on the applicable Tranche of ONEseries Notes
on the applicable Principal Payment Date will be withdrawn from such Principal
Funding Sub-Account and remitted to the applicable Paying Agent(s) or as
otherwise provided by the applicable Terms Document.
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(b) WITHDRAWALS FOR DOLLAR OR FOREIGN CURRENCY NOTES WITH PERFORMING
DERIVATIVE AGREEMENTS FOR PRINCIPAL. On each date on which a payment is required
under the applicable Derivative Agreement (or as specified in the applicable
Terms Document) with respect to any Tranche of ONEseries Notes which has a
Performing Derivative Agreement for principal, an amount equal to the amount of
the payment to be made under the applicable Derivative Agreement will be
withdrawn from such Principal Funding Sub-Account and paid to the applicable
Derivative Counterparty or as otherwise provided by the applicable Terms
Document. The Issuer will direct the applicable Derivative Counterparty to remit
its payments under the applicable Derivative Agreement to the applicable Paying
Agent(s) or as otherwise provided by the applicable Terms Document.
(c) WITHDRAWALS FOR ONEseries DOLLAR NOTES WITH A NON-PERFORMING
DERIVATIVE AGREEMENT FOR PRINCIPAL. On each applicable Principal Payment Date
(or as specified in the applicable Terms Documents) with respect to each Tranche
of ONEseries Dollar Notes with a non-Performing Derivative Agreement for
principal, the amount specified in the applicable Terms Document will be
withdrawn from such Principal Funding Sub-Account, converted based on the
applicable Spot Exchange Rate and remitted to the applicable Paying Agent(s) or
as otherwise provided by the applicable Terms Document.
(d) WITHDRAWALS FOR FOREIGN CURRENCY NOTES WITH NON-PERFORMING
DERIVATIVE AGREEMENTS FOR PRINCIPAL. On each Principal Payment Date (or as
specified in the applicable Terms Document) with respect to a Tranche of
ONEseries Foreign Currency Notes that has a non-Performing Derivative Agreement
for principal, the amount specified in the applicable Terms Document will be
withdrawn from such Sub-Account and, if so specified in the applicable Terms
Document, converted to the applicable Foreign Currency at the Spot Exchange Rate
and remitted to the applicable Paying Agent(s) or as otherwise provided by the
applicable Terms Document. Any excess dollar amount will be retained on deposit
in the applicable Principal Funding Sub-Account to be applied to make principal
payments on following Principal Payment Dates.
(e) WITHDRAWAL OF PREFUNDING EXCESS AMOUNTS. If the Issuer on any
date determines with respect to any Class of Class A Notes or Class B Notes
that, after giving effect to all issuances, deposits, allocations,
reimbursements, reallocations and payments on such date, the Prefunding Excess
Amount of that Class is greater than zero, that amount will be withdrawn by the
Servicer from the Principal Funding Sub-Account of that Class of ONEseries Notes
and first, allocated among and deposited to the Principal Funding Sub-Account of
the Tranches of ONEseries Notes in the manner, order and priority set forth in
subsection 3.13(b), and then, paid to the Issuer to be applied as set forth in
Section 3.19 in respect of the Monthly Period in which such withdrawal occurs;
PROVIDED, HOWEVER, that subject to the conditions set forth in Section 3.1 of
the Asset Pool One Supplement, the Servicer need not make such deposit or
payment until the First Note Transfer Date following such Monthly Period.
52
(f) LEGAL MATURITY DATE. On the Legal Maturity Date of any Tranche of
ONEseries Notes, after giving effect to any deposits, allocations,
reimbursements, reallocations, sales of Collateral or other payments to be made
on that date, amounts on deposit in the Principal Funding Sub-Account of any
Tranche of a Subordinated Class of ONEseries Notes may be applied to pay
principal of that Tranche, to make a payment under a Derivative Agreement with
respect to principal of that Tranche or to make other payments as specified in
the related Terms Document.
(g) EXCESS AMOUNTS. Upon payment in full of any Tranche of ONEseries
Notes, any remaining amount on deposit in the applicable Principal Funding
Sub-Account will be FIRST, allocated among and deposited to the Interest Funding
Sub-Account of the Tranches of ONEseries Notes in the manner, order and priority
set forth in subsection 3.04(b), SECOND, allocated among and deposited to the
Principal Funding Sub-Account of the Tranches of ONEseries Notes in the manner,
order and priority set forth in subsection 3.13(b), and THIRD, paid to the
applicable Transferor.
If the aggregate amount available for withdrawal from a Principal
Funding Sub-Account for any Tranche of ONEseries Notes is less than all
withdrawals required to be made from that Principal Funding Sub-Account for that
Tranche with respect to a Monthly Period, after giving effect to all deposits to
be made with respect to such Monthly Period, then the amounts on deposit will be
withdrawn and, if payable to more than one Person, applied PRO RATA based on the
amounts of the withdrawals required to be made.
Section 3.17 LIMIT ON DEPOSITS TO THE PRINCIPAL FUNDING SUB-ACCOUNT OF
SUBORDINATED CLASS OF ONEseries NOTES; LIMIT ON REPAYMENTS OF ALL TRANCHES.
(a) LIMIT ON DEPOSITS TO THE PRINCIPAL FUNDING SUB-ACCOUNT OF
SUBORDINATED CLASS OF ONEseries NOTES.
(i) No ONEseries Available Principal Collections will be
deposited in the Principal Funding Sub-Account of any Tranche of Class B
Notes unless, following such deposit, the available subordinated amount of
Class B Notes is at least equal to the aggregate Class A Unused
Subordinated Amount of Class B Notes for all Outstanding Class A Notes. For
this purpose, the available subordinated amount of Class B Notes is equal
to the aggregate Nominal Liquidation Amount of all other Class B Notes of
the ONEseries which will be Outstanding after giving effect to any
reductions in the Nominal Liquidation Amount of all such Outstanding Class
B Notes occurring in such Monthly Period.
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(ii) No ONEseries Available Principal Collections will be
deposited in the Principal Funding Sub-Account of any Tranche of Class C
Notes unless, following such deposit, (A) the available subordinated amount
of Class C Notes is at least equal to the Class B Unused Subordinated
Amount of Class C Notes for all Outstanding Class B Notes and (B) the
available subordinated amount of Class C Notes is at least equal to the
Class A Unused Subordinated Amount of Class C Notes for all Outstanding
Class A Notes. For this purpose, the available subordinated amount of Class
C Notes is equal to the aggregate Nominal Liquidation Amount of all other
Class C Notes of the ONEseries which will be Outstanding after giving
effect to any reductions in the Nominal Liquidation Amount of all such
Outstanding Class C Notes occurring in such Monthly Period.
(iii) Notwithstanding anything in the Indenture or this Indenture
Supplement to the contrary, ONEseries Available Principal Collections will
be deposited in the Principal Funding Sub-Account of a Subordinated Class
of ONEseries Notes, if and only to the extent that (A) such deposit is not
contrary to clause (a)(i) or (a)(ii) above and (B) the Prefunding Target
Amount for each Senior Class of ONEseries Notes is zero or the Prefunding
Target Amount has been funded to the extent necessary for such Note
Transfer Date.
(b) LIMIT ON REPAYMENTS OF ALL TRANCHES. No amounts on deposit in a
Principal Funding Sub-Account of any Tranche of Class A Notes or Class B Notes
will be applied to pay principal of that Tranche or to make a payment under a
Derivative Agreement with respect to principal of that Tranche in excess of the
highest Outstanding Dollar Principal Amount of that Tranche (or, in the case of
ONEseries Foreign Currency Notes, such other amount that may be specified in the
related Terms Document). In the case of any Tranche of Class C Notes, no amounts
on deposit in a Principal Funding Sub-Account or, if applicable, a Class C
Reserve Sub-Account for any such Tranche will be applied to pay principal of
that Tranche or to make a payment under a Derivative Agreement with respect to
principal of that Tranche in excess of the highest Outstanding Dollar Principal
Amount of that Tranche (or, in the case of ONEseries Foreign Currency Notes,
such other amount that may be specified in the related Terms Document).
Section 3.18 CALCULATION OF NOMINAL LIQUIDATION AMOUNT. On the date of
issuance of a Tranche of ONEseries Notes and on each Business Day thereafter,
the Nominal Liquidation Amount of each Tranche of Outstanding Notes in the
ONEseries shall be the following amount:
(a) as of the date of issuance of such Tranche of ONEseries Notes,
the Initial Dollar Principal Amount of such Tranche of ONEseries Notes; and
(b) thereafter, the sum of, without duplication:
54
(i) the Nominal Liquidation Amount of such Tranche of ONEseries
Notes determined on the immediately prior date of determination; PLUS
(ii) with respect to any Tranche of ONEseries Discount Notes, the
aggregate amount of any accretions of principal on that Tranche since the
prior date of determination; PLUS
(iii) the aggregate amount withdrawn from the Principal Funding
Sub-Account pursuant to subsection 3.16(e) for such Tranche since the prior
date of determination; PLUS
(iv) such Tranche's allocable share of all reimbursements of its
Nominal Liquidation Amount Deficit pursuant to subsection 3.02(d) since the
prior date of determination determined as set forth in Section 3.07; PLUS
(v) the aggregate initial principal amount of any additional
Notes of such Tranche of ONEseries Notes issued after the initial issuance
date for such Tranche of ONEseries Noes; MINUS
(vi) such Tranche's allocable share of all reallocations of
ONEseries Available Principal Collections pursuant to Section 3.09 since
the prior date of determination, determined as set forth in Section 3.11;
MINUS
(vii) the amount of the reduction of the Nominal Liquidation
Amount of such Tranche resulting from an allocation of Investor Charge-Offs
since the prior date of determination, determined as set forth in Section
3.06; MINUS
(viii) the amount deposited in the applicable Principal Funding
Sub-Account for such Tranche (after giving effect to any deposits,
allocations, reallocations or withdrawals to be made on that day) since the
prior date of determination;
PROVIDED, HOWEVER, that (1) the Nominal Liquidation Amount of a Tranche of
ONEseries Notes may never be less than zero, (2) the Nominal Liquidation Amount
of any Tranche of ONEseries Notes may never be greater than the Adjusted
Outstanding Dollar Principal Amount of such Tranche and (3) the Nominal
Liquidation Amount of any Tranche of ONEseries Notes that has caused a sale of
Collateral pursuant to Section 3.22 or which has reached its Legal Maturity Date
will be zero.
The Nominal Liquidation Amount for the ONEseries will be the sum of
the Nominal Liquidation Amounts of all of the Tranches of ONEseries Notes.
55
Section 3.19 REINVESTMENT IN THE COLLATERAL OF ASSET POOL ONE.
(a) The amount of principal accreted on any Tranche of ONEseries
Discount Notes available pursuant to subsection 3.15(c) will be applied by the
Issuer in accordance with Section 2.2 of the Asset Pool One Supplement.
(b) The portion of the Prefunding Excess Amount, if any, withdrawn
from the Principal Funding Account to be paid to the Issuer pursuant to
subsection 3.16(e) will be applied by the Issuer in accordance with Section 2.2
of the Asset Pool One Supplement.
Section 3.20 NETTING OF DEPOSITS AND PAYMENTS. The Servicer, on behalf
of the Issuer, may, in its sole discretion, make all deposits to Interest
Funding Sub-Accounts and Principal Funding Sub-Accounts pursuant to Sections
3.03 and 3.12 with respect to any Monthly Period net of, and after giving effect
to, (a) all reallocations to be made pursuant to Section 3.09, (b) all payments
to be made to Derivative Counterparties pursuant to Sections 3.15 and 3.16 and
(c) all reinvestments in Asset Pool One to be made pursuant to Section 3.19 in
accordance with Section 2.2 of the Asset Pool One Supplement.
Section 3.21 PRO RATA PAYMENTS WITHIN A TRANCHE. All payments of
principal, interest or other amounts to Holders of the ONEseries Notes of a
single Tranche will be made PRO RATA based on the Nominal Liquidation Amount of
their Notes.
Section 3.22 SALE OF COLLATERAL FOR NOTES THAT ARE ACCELERATED OR
REACH LEGAL MATURITY.
(a) (i) If a Tranche of ONEseries Notes has been accelerated
pursuant to Section 6.02 of the Indenture following an Event of Default, the
Indenture Trustee may, and at the direction of the Holders of more than 66 2/3%
of the Outstanding Dollar Principal Amount of that Tranche of ONEseries Notes
will, cause the Collateral Agent for Asset Pool One to sell Collateral (or
interests therein) pledged to Asset Pool One in a principal amount up to 105% of
the Nominal Liquidation Amount of the affected Tranche (but not more than an
amount of Collateral equal to the sum of (1) the product of (A) the Asset Pool
One Transferor Percentage, (B) the aggregate outstanding Asset Pool One Pool
Balance and (C) a fraction, the numerator of which is the ONEseries Floating
Allocation Percentage and the denominator of which is the sum of the Noteholder
Percentages for the allocation of Asset Pool One Finance Charge Collections for
all Series of Asset Pool One Notes, and (2) the Nominal Liquidation Amount of
the affected Tranche).
(ii) Such a sale will be permitted only if at least one of the
following conditions is met:
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(A) the Holders of more than 90% of the aggregate
Outstanding Dollar Principal Amount of the accelerated Tranche of
ONEseries Notes consent; or
(B) the net proceeds of such sale (PLUS amounts on deposit
in the applicable Sub-Accounts and payments to be received from any
applicable Derivative Agreement) would be sufficient to pay all
amounts due on the accelerated Tranche of ONEseries Notes; or
(C) if the Indenture Trustee determines that the funds to
be allocated to the accelerated Notes, including (1) ONEseries
Available Finance Charge Collections and ONEseries Available Principal
Collections allocable to the accelerated Tranche of ONEseries Notes,
(2) payments to be received from any applicable Derivative Agreement
and (3) amounts on deposit in the applicable Sub-Accounts, may not be
sufficient on an ongoing basis to make all payments on the accelerated
Tranche of ONEseries Notes as such payments would have become due if
such obligations had not been declared due and payable, and the
Holders of more than 66 2/3% of the aggregate Outstanding Dollar
Principal Amount of Notes of the accelerated Tranche of ONEseries
Notes consent to the sale.
(iii) In the case of an acceleration of a Tranche of ONEseries
Notes of a Subordinated Class, if the provisions of Section 3.17 would
prevent the payment of the accelerated Tranche of subordinated Notes, such
sale will be delayed until a level of prefunding of the Principal Funding
Sub-Accounts for the Senior Classes of ONEseries Notes has been reached
such that the amount of such accelerated Tranche is no longer required to
provide subordination for the Senior Classes of ONEseries Notes.
(b) If the Nominal Liquidation Amount with respect to any Tranche
of ONEseries Notes is greater than zero on its Legal Maturity Date (after
giving effect to any adjustments, deposits and distributions otherwise to
be made on that Legal Maturity Date), the Collateral Agent for Asset Pool
One shall sell or cause to be sold Collateral (or interests therein)
pledged to Asset Pool One on that Legal Maturity Date in an amount up to
105% of the Nominal Liquidation Amount of such Tranche of the ONEseries
Notes at the close of business on such date (but not more than an amount of
Collateral equal to the sum of (1) the product of (A) the Asset Pool One
Transferor Percentage, (B) the aggregate outstanding Asset Pool One Pool
Balance and (C) a fraction, the numerator of which is the ONEseries
Floating Allocation Percentage and the denominator of which is the sum of
the Noteholder Percentages for the allocation of Asset Pool One Finance
Charge Collections for all Series of Asset Pool One Notes, and (2) the
Nominal Liquidation Amount of the affected Tranche).
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Upon the occurrence of such sale, the Nominal Liquidation Amount of such
Tranche of ONEseries Notes shall be automatically reduced to zero and Available
Principal Collections and Available Finance Charge Collections shall no longer
be allocated to such Tranche of ONEseries Notes. Noteholders of such Tranche of
ONEseries Notes shall receive the proceeds of such sale in an amount not to
exceed the Outstanding Dollar Principal Amount of, PLUS any accrued, past due
and additional interest on, such Tranche of ONEseries Notes.
(c) Sales proceeds received with respect to a Tranche of ONEseries
Notes pursuant to clause (a) or (b) will be allocated in the following priority:
(i) first, to be deposited in the Principal Funding Sub-Account
for that Tranche of ONEseries Notes, an amount up to the amount that would
be necessary to increase the aggregate amount on deposit in such
Sub-Account to the Outstanding Dollar Principal Amount for such Tranche of
ONEseries Notes (notwithstanding any limitation in Section 3.12 to the
contrary); and
(ii) second, to be deposited in the Interest Funding Sub-Account
of that Tranche of ONEseries Notes, the balance of such sales proceeds.
(d) Any amount remaining on deposit in the Interest Funding
Sub-Account for a Tranche of ONEseries Notes that has caused a sale of
Collateral pursuant to this Section 3.22 after final payment thereof pursuant to
Section 6.03 of the Indenture, will be treated as ONEseries Available Finance
Charge Collections.
Section 3.23 CALCULATION OF PREFUNDING TARGET AMOUNT.
(a) With respect to all Tranches of Class A Notes, the Prefunding
Target Amount means the greater of the amount computed under clause (i) or (ii)
for the applicable Monthly Period:
(i) The Prefunding Target Amount for Tranches of Class A
Notes with respect to Class B Notes for any Monthly Period is equal to
an amount, not less than zero, equal to the product of (x) the
aggregate Adjusted Outstanding Dollar Principal Amount of Class A
Notes as of the close of business on the last day of such Monthly
Period (taking into consideration any deposits or withdrawals to be
made on any Note Transfer Date in the immediately succeeding Monthly
Period) TIMES (y) one MINUS a fraction (which shall not exceed one)
the numerator of which is the aggregate Adjusted Outstanding Dollar
Principal Amount of all Tranches of Outstanding Class B Notes (taking
into consideration any deposits or withdrawals to be made on any Note
Transfer Date in the immediately succeeding Monthly Period) (other
than Tranches which have (A) had Early Amortization Events or other
mandatory or optional redemption events in which such
58
Tranches are to be redeemed in full in or with respect to any
preceding Monthly Period, (B) had Events of Default in or with respect
to any preceding Monthly Period, or (C) reached or are expected to
reach their final or only Scheduled Principal Payment Date in or with
respect to the current Monthly Period or any earlier Monthly Period)
and the denominator of which is the aggregate amount of the Class A
Required Subordinated Amount of Class B Notes for all Tranches of
Class A Notes which are Outstanding as of the close of business on the
last day of such Monthly Period (taking into consideration any
deposits or withdrawals to be made on any Note Transfer Date in the
immediately succeeding Monthly Period).
(ii) The Prefunding Target Amount for Tranches of Class A Notes
with respect to Class C Notes for any Monthly Period is equal to an amount,
not less than zero, equal to the product of (x) the aggregate Adjusted
Outstanding Dollar Principal Amount of Class A Notes as of the close of
business on the last day of such Monthly Period (taking into consideration
any deposits or withdrawals to be made on any Note Transfer Date in the
immediately succeeding Monthly Period) TIMES (y) one MINUS a fraction
(which shall not exceed one) the numerator of which is the aggregate
Adjusted Outstanding Dollar Principal Amount of all Tranches of
Outstanding Class C Notes (taking into consideration any deposits or
withdrawals to be made on any Note Transfer Date in the immediately
succeeding Monthly Period) (other than Tranches which have (A) had Early
Amortization Events or other mandatory or optional redemption events in
which such Tranches are to be redeemed in full in or with respect to any
preceding Monthly Period, (B) had Events of Default in or with respect to
any preceding Monthly Period, or (C) reached or are expected to reach their
final or only Scheduled Principal Payment Date in or with respect to the
current Monthly Period or any earlier Monthly Period) and the denominator
of which is the aggregate amount of the Class A Required Subordinated
Amount of Class C Notes for all Tranches of Class A Notes which are
Outstanding as of the close of business on the last day of such Monthly
Period (taking into consideration any deposits or withdrawals to be made on
any Note Transfer Date in the immediately succeeding Monthly Period).
(b) With respect to all Tranches of Class B Notes, the Prefunding
Target Amount means with respect to Class C Notes for any Monthly Period an
amount, not less than zero, equal to the product of (x) the aggregate
Adjusted Outstanding Dollar Principal Amount of Class B Notes as of the
close of business on the last day of such Monthly Period (taking into
consideration any deposits or withdrawals to be made on any Note Transfer
Date in the immediately succeeding Monthly Period) TIMES (y) one MINUS a
fraction (which shall not exceed one) the numerator of which is the
aggregate Adjusted Outstanding Dollar Principal Amount of all Tranches of
Outstanding Class C Notes (taking into consideration any deposits or
withdrawals to be made on any Note Transfer Date in the immediately
succeeding Monthly Period) (other than Tranches which have (A) had Early
Amortization Events or other mandatory or optional
59
redemption events in which such Tranches are to be redeemed in full in or
with respect to any preceding Monthly Period, (B) had Events of Default in
or with respect to any preceding Monthly Period, or (C) reached or are
expected to reach their final or only Scheduled Principal Payment Date in
or with respect to the current Monthly Period or any earlier Monthly
Period) and the denominator of which is the aggregate amount of the Class B
Required Subordinated Amount of Class C Notes for all Tranches of Class B
Notes which are Outstanding as of the close of business on the last day of
such Monthly Period (taking into consideration any deposits or withdrawals
to be made on any Note Transfer Date in the immediately succeeding Monthly
Period).
(c) On any day during any Monthly Period on which the Prefunding
Target Amount for any Tranche of senior notes first exceeds zero, the Issuer
will apply Segregated ONEseries Finance Charge Collections, as set forth in
subsection 3.05(a)(i).
Section 3.24 TARGETED DEPOSITS TO THE CLASS C RESERVE ACCOUNT.
(a) The aggregate deposit targeted to be made to the Class C Reserve
Account with respect to each Monthly Period is an amount equal to the sum of
Class C Reserve Sub-Account deposits, if any, targeted to be made for each
specified Tranche of Class C Notes on the applicable Note Transfer Date in the
immediately succeeding Monthly Period. The amount of any such deposit, the
aggregate amount targeted to be on deposit after giving effect to any such
deposit and the circumstances that require that a deposit be made will be set
forth in the Terms Document for such Tranche of Class C Notes. Unless another
time is specified for making such deposits in the Terms Document for each such
Tranche of Class C Notes, these deposits will be made on each applicable Note
Transfer Date for that Tranche of Class C Notes.
(b) If, as determined on each Determination Date, the amount of
funds which will be available on the applicable Note Transfer Date for a
Tranche of Class C Notes pursuant to subsection 3.02(e) is at least equal
to the aggregate amount of the deposits targeted by clause (a) above, then
the full amount of each such deposit will be made.
(c) If, as determined on each Determination Date, the amount of
funds which will be available on the applicable Note Transfer Date for a
Tranche of Class C Notes pursuant to subsection 3.02(e) is less than the
aggregate amount of deposits targeted by clause (a) above, then the amount
available will be allocated to each Tranche of Class C Notes to the extent
of its targeted deposit to the applicable Class C Reserve Sub-Account PRO
RATA based on the ratio of the Nominal Liquidation Amount of that Tranche
used in the ONEseries Floating Allocation Percentage for the immediately
preceding Monthly Period to the Nominal Liquidation Amount of all Tranches
of Class C Notes used in the ONEseries Floating Allocation Percentage for
the immediately preceding Monthly Period that have a targeted deposit to
its respective Class C Reserve Sub-Account; PROVIDED, HOWEVER, that any
excess identified in this clause (c), including
60
in the application of this proviso, will be further allocated to each
Tranche of Class C Notes which has a remaining targeted deposit to its
Class C Reserve Sub-Account up to the amount of such remaining targeted
deposit PRO RATA based on the ratio of the Nominal Liquidation Amount of
such Tranche of Class C Notes used in the ONEseries Floating Allocation
Percentage for the immediately preceding Monthly Period to the Nominal
Liquidation Amount of all Tranches of Class C Notes used in the ONEseries
Floating Allocation Percentage for the immediately preceding Monthly
Period.
Section 3.25 WITHDRAWALS FROM THE CLASS C RESERVE ACCOUNT. Withdrawals
for any Tranche of Class C Notes will be made from the applicable Class C
Reserve Sub-Account as specified below.
(a) PAYMENTS OF INTEREST; PAYMENTS WITH RESPECT TO DERIVATIVE
AGREEMENTS FOR INTEREST, ACCRETION ON ONEseries DISCOUNT NOTES. If the amount on
deposit in the Interest Funding Sub-Account for any Tranche of Class C Notes is
insufficient to pay in full the amounts for which withdrawals are required under
Section 3.15, on the Note Transfer Date for a Tranche of Class C Notes, an
amount equal to that deficiency will be withdrawn from the Class C Reserve
Sub-Account for such Tranche and deposited into that Interest Funding
Sub-Account.
(b) PAYMENTS OF PRINCIPAL; PAYMENTS WITH RESPECT TO DERIVATIVE
AGREEMENTS FOR PRINCIPAL. If, on and after the earliest to occur of (i) the date
on which any Tranche of Class C Notes is accelerated pursuant to Section 6.02 of
the Indenture following an Event of Default and acceleration of maturity with
respect to such Tranche, (ii) any date on or after the Note Transfer Date
related to the Scheduled Principal Payment Date for such Tranche of Class C
Notes on which the amount on deposit in the Principal Funding Sub-Account for
any Tranche of Class C Notes PLUS the aggregate amount on deposit in the Class C
Reserve Sub-Account for such Tranche of Class C Notes equals or exceeds the
Outstanding Dollar Principal Amount of such Class C Notes and (iii) the Legal
Maturity Date for any Tranche of Class C Notes, the amount on deposit in the
Principal Funding Sub-Account for any Tranche of Class C Notes is insufficient
to pay in full the amounts for which withdrawals are required under Section
3.16, an amount equal to that deficiency will be withdrawn from that Class C
Reserve Sub-Account for such Tranche of Class C Notes and deposited into that
Principal Funding Sub-Account on the Note Transfer Date for such Tranche of
Class C Notes relating to the date of the applicable withdrawal required
pursuant to Section 3.16.
(c) WITHDRAWAL OF EXCESS AMOUNTS. If on any Note Transfer Date
for a Tranche of Class C Notes with respect to which no Class C Notes have
been accelerated, and the aggregate amount on deposit in any Class C
Reserve Sub-Account exceeds the amount required to be on deposit in such
Class C Reserve Sub-Account, the amount of such excess will be withdrawn
from the Class C Reserve Sub-Account and first, allocated among and
deposited to the other Class C Reserve Sub-Accounts of the Tranches of
Class C Notes in the manner, order
61
and priority set forth in subsection 3.24(c), and then, paid to the Issuer.
Upon payment in full of any Tranche of Class C Notes, any amount on deposit
in the applicable Class C Reserve Sub-Account will be applied in accordance
with the preceding sentence.
Section 3.26 COMPUTATION OF INTEREST.
Unless otherwise provided as contemplated in Section 3.01 of the
Indenture, (i) interest on the ONEseries Notes computed at a fixed rate will be
calculated on the basis of a 360-day year of twelve 30-day months, as set forth
more completely in the applicable Terms Document, and (ii) interest on the
ONEseries Notes computed on the basis of a floating or periodic rate will be
calculated on the basis of the actual number of days elapsed from and including
the preceding Interest Payment Date to but excluding the current Interest
Payment Date and a 360-day year.
Section 3.27 SHARED EXCESS AVAILABLE FINANCE CHARGE COLLECTIONS.
(a) The ONEseries shall be included in Shared Excess Available
Finance Charge Collections Group A for the purpose of sharing Shared Excess
Available Finance Charge Collections. Shared Excess Available Finance
Charge Collections Group A may include Series secured by the collateral in
Asset Pools other than Asset Pool One. Shared Excess Available Finance
Charge Collections allocable to the ONEseries with respect to any Monthly
Period shall be treated as ONEseries Available Finance Charge Collections
with respect to such Monthly Period and applied on the First Note Transfer
Date in the immediately succeeding Monthly Period.
(b) Unless otherwise provided pursuant to the terms of Section
3.12 of the Indenture, Shared Excess Available Finance Charge Collections
with respect to any Monthly Period shall be shared within Shared Excess
Available Finance Charge Collections Group A to cover the applicable Series
Available Finance Charge Collections Shortfalls for such Monthly Period, if
any, and applied on the applicable Note Transfer Date in the immediately
succeeding Monthly Period for each Series included in Shared Excess
Available Finance Charge Collections Group A for such Monthly Period.
Shared Excess Available Finance Charge Collections allocable to the
ONEseries with respect to each Monthly Period shall mean an amount equal to
the Series Available Finance Charge Collections Shortfall, if any, with
respect to the ONEseries for each Monthly Period; PROVIDED, HOWEVER, that
if the aggregate amount of Shared Excess Available Finance Charge
Collections for all Shared Excess Available Finance Charge Collections
Series in Shared Excess Available Finance Charge Collections Group A for
each Monthly Period is less than the Aggregate Series Available Finance
Charge Collections Shortfall for such Monthly Period, then Shared Excess
Available Finance Charge Collections allocable to the ONEseries with
respect to such Monthly Period shall equal the product of (i) Shared Excess
Available Finance Charge Collections for all Shared Excess Available
Finance Charge Collections
62
Series in Shared Excess Available Finance Charge Collections Group A for
such Monthly Period and (ii) a fraction, the numerator of which is the
Series Available Finance Charge Collections Shortfall with respect to the
ONEseries for such Monthly Period and the denominator of which is the
Aggregate Series Available Finance Charge Collections Shortfall for all
Series in Shared Excess Available Finance Charge Collections Group A for
such Monthly Period.
(c) To the extent that Shared Excess Available Finance Charge
Collections exceed the Aggregate Series Available Finance Charge Collections
Shortfall, such excess shall be paid to the Issuer.
Section 3.28 SHARED EXCESS AVAILABLE PRINCIPAL COLLECTIONS.
(a) Shared Excess Available Principal Collections from each Series of
Asset Pool One Notes and the Excess Funding Amount for Asset Pool One shall be
shared among each Series of Asset Pool One Notes, including the ONEseries.
Shared Excess Available Principal Collections allocable to the ONEseries with
respect to any Monthly Period shall be treated as ONEseries Available Principal
Collections for such Monthly Period and applied on the applicable Note Transfer
Date in the immediately succeeding Monthly Period.
(b) Shared Excess Available Principal Collections with respect to any
Monthly Period shall be shared by each Series of Asset Pool One Notes to cover
the applicable Series Available Principal Collections Shortfalls, if any, for
each Series of Asset Pool One Notes for such Monthly Period and applied on the
applicable Note Transfer Date in the immediately succeeding Monthly Period.
Shared Excess Available Principal Collections allocable to the ONEseries with
respect to any Monthly Period shall mean an amount equal to the Series Available
Principal Collections Shortfall, if any, with respect to the ONEseries for such
Monthly Period; PROVIDED, HOWEVER, that if the aggregate amount of Shared Excess
Available Principal Collections for all Series of Asset Pool One Notes for such
Monthly Period is less than the Aggregate Series Available Principal Collections
Shortfall for such Monthly Period, then Shared Excess Available Principal
Collections allocable to the ONEseries with respect to such Monthly Period shall
equal the product of (i) Shared Excess Available Principal Collections for all
Series of Asset Pool One Notes for such Monthly Period and (ii) a fraction, the
numerator of which is the Series Available Principal Collections Shortfall with
respect to the ONEseries for such Monthly Period and the denominator of which is
the Aggregate Series Available Principal Collections Shortfall for such Monthly
Period.
(c) Unless otherwise specified in the Indenture Supplement for any
other Series of Asset Pool One Notes, any Shared Excess Available Principal
Collections for each Series of Asset Pool One Notes for any Monthly Period which
will remain after application pursuant to clause (b) above shall be treated as
part of the Asset Pool One Reinvestment Amount for the First Note Transfer Date
in the next succeeding Monthly Period. The Shared Excess
63
Available Principal Collections from Series of Asset Pool One Notes will
not be available for application by Series of Notes that are not Asset Pool
One Notes.
Section 3.29 PAYMENT OF PRINCIPAL COLLECTIONS RECEIVED WITH RESPECT TO
REMAINING SERIES AVAILABLE PRINCIPAL COLLECTIONS SHORTFALL FROM ASSET POOL ONE
COLLATERAL CERTIFICATES.
(a) Following application of Shared Excess Available Principal
Collections pursuant to Section 3.28, Asset Pool One Collateral Certificate
Principal Shortfall Payments shall be shared among each Series of Asset Pool One
Notes, including the ONEseries. Asset Pool One Collateral Certificate Principal
Shortfall Payments allocable to the ONEseries with respect to any Monthly Period
shall be treated as ONEseries Available Principal Collections with respect to
such Monthly Period and applied on the applicable Note Transfer Date in the next
succeeding Monthly Period.
(b) Asset Pool One Collateral Certificate Principal Shortfall
Payments shall be shared by each Series of Asset Pool One Notes to cover the
Remaining Series Available Principal Collections Shortfall, if any, for each
Series of Asset Pool One Notes for such Monthly Period; PROVIDED, HOWEVER, that
if the aggregate amount of Asset Pool One Collateral Certificate Principal
Shortfall Payments is less than the Aggregate Remaining Series Available
Principal Collections Shortfall for such Monthly Period, then Asset Pool One
Collateral Certificate Principal Shortfall Payments allocable to the ONEseries
for such Monthly Period shall equal the product of (i) the Asset Pool One
Collateral Certificate Principal Shortfall Payments for such Monthly Period and
(ii) a fraction, the numerator of which is the Remaining Series Available
Principal Collections Shortfall with respect to the ONEseries for such Monthly
Period and the denominator of which is the Aggregate Remaining Series Available
Principal Collections Shortfall for such Monthly Period.
Section 3.30 ALLOCATIONS OF SEGREGATED ONEseries FINANCE CHARGE
COLLECTIONS.
Segregated ONEseries Finance Charge Collections shall be
allocable to cover the Principal Funding Sub-Account Earnings Shortfall, if
any, with respect to each Tranche of ONEseries Notes for such Monthly
Period. Segregated ONEseries Finance Charge Collections to be applied for
the benefit of ONEseries Notes with respect to any Note Transfer Date shall
mean an amount equal to the lesser of (i) the sum of the Principal Funding
Sub-Account Earnings Shortfall for all Tranches of ONEseries Notes with
respect to such Monthly Period and (ii) the Segregated ONEseries Finance
Charge Collections for the related Monthly Period.
Section 3.31 FINAL PAYMENT. Each Class or Tranche of ONEseries Notes,
as applicable, will be considered to be paid in full, the Holders of such Class
or Tranche of ONEseries Notes, as applicable, will have no further right or
claim, and the Issuer will have no
64
further obligation or liability with respect to such Class or Tranche of
ONEseries Notes, as applicable, on the earliest to occur of:
(a) the date of the payment in full of the Outstanding Dollar
Principal Amount of and all accrued, past due and additional interest on that
Class or Tranche of ONEseries Notes, as applicable;
(b) the date on which the Outstanding Dollar Principal Amount of such
ONEseries Notes, after giving effect to all deposits, allocations,
reimbursements, reallocations, sales of Collateral and payments to be made on
such date, is reduced to zero, and all accrued, past due and additional interest
on such ONEseries Notes is paid in full;
(c) on the Legal Maturity Date of such Class or Tranche of ONEseries
Notes, after giving effect to all deposits, allocations, reimbursements,
reallocations, sales of Collateral and payments to be made on such date; or
(d) the date on which a sale of assets has taken place with respect
to such Tranche of ONEseries Notes as set forth in Section 3.22.
[END OF ARTICLE III]
65
ARTICLE IV
Early Amortization of Notes
Section 4.01 EARLY AMORTIZATION EVENTS.
(a) In addition to the events identified as Early Amortization Events
in Section 11.01 of the Indenture, the occurrence of any of the following events
(each, an "EARLY AMORTIZATION EVENT") will result in an early amortization event
for the ONEseries Notes:
(i) if the average Excess Spread Percentage for any three
consecutive Monthly Periods is less than the Required Excess Spread
Percentage;
(ii) if (x) the Issuer fails to add additional Collateral to
Asset Pool One or (y) the Invested Amount of an existing Asset Pool One
Collateral Certificate is not increased when either action is required
pursuant to the Asset Pool One Supplement;
(iii) if any Master Owner Trust Servicer Default occurs which
would have a material adverse effect on the ONEseries Noteholders; or
(iv) if (x) any Asset Pool One Restriction Event shall have
occurred and (y) (1) the Asset Pool One Pool Balance for the Monthly Period
in which such Asset Pool One Restriction Event shall have occurred or any
Monthly Period thereafter as determined with respect to each Monthly Period
on the following Determination Date, calculated without giving effect to
(I) the Invested Amount of any Asset Pool One Collateral Certificate with
respect to which an Asset Pool One Restriction Event has occurred and (II)
any Asset Pool One Principal Receivables arising in any Asset Pool One
Account with respect to which an Asset Pool One Restriction Event has
occurred, does not equal or exceed the Asset Pool One Minimum Pool Balance
for such Monthly Period or (2) the Asset Pool One Transferor Amount for the
Monthly Period in which such Asset Pool One Restriction Event shall have
occurred or any Monthly Period thereafter as determined with respect to
each Monthly Period on the following Determination Date, calculated without
giving effect to (I) the Invested Amount of any Asset Pool One Collateral
Certificate with respect to which an Asset Pool One Restriction Event has
occurred and (II) any Asset Pool One Principal Receivables arising in any
Asset Pool One Account with respect to which an Asset Pool One Restriction
Event has occurred, does not equal or exceed the Asset Pool One Required
Transferor Amount for such Monthly Period, and in each case within 10 days
of the applicable Determination Date the Issuer shall fail to add
additional Collateral to Asset Pool One or increase the Invested Amount of
an Asset Pool One Collateral Certificate in a sufficient amount such that
the Asset Pool One Pool Balance equals or exceeds the Asset Pool One
Minimum Pool Balance for the
66
Monthly Period in which the Asset Pool One Restriction Event occurred and
the Asset Pool One Transferor Amount equals or exceeds the Asset Pool One
Required Transferor Amount for the Monthly Period in which the Asset Pool
One Restriction Event occurred, each as calculated after giving effect to
the reductions specified in clauses (y)(1)(I) and (y)(1)(II), or (y)(2)(I)
and (y)(2)(II) above and after giving effect to such additions or increases
as if made prior to the close of business on the last day of the applicable
Monthly Period.
(b) In addition, the Terms Document for any Tranche of ONEseries
Notes may list additional events which are "EARLY AMORTIZATION EVENTS" with
respect to such Tranche of ONEseries Notes.
[END OF ARTICLE IV]
67
ARTICLE V
Bank Accounts and Investments
Section 5.01 BANK ACCOUNTS.
(a) On or before the Closing Date, the Issuer will cause to be
established and maintained three Qualified Bank Accounts denominated as follows:
the "INTEREST FUNDING ACCOUNT," the "PRINCIPAL FUNDING ACCOUNT," and the "CLASS
C RESERVE ACCOUNT" in the name of the Collateral Agent, bearing a designation
clearly indicating that the funds deposited therein are held for the benefit of
the ONEseries Noteholders (or, in the case of the Class C Reserve Account, for
the benefit of the Class C Noteholders). The Interest Funding Account, the
Principal Funding Account and the Class C Reserve Account constitute
Supplemental Bank Accounts and shall be under the sole dominion and control of
the Collateral Agent for the benefit of the ONEseries Noteholders (or, in the
case of the Class C Reserve Account, for the benefit of the Class C
Noteholders). If, at any time, the institution holding any of the Interest
Funding Account, the Principal Funding Account or the Class C Reserve Account
ceases to be a Qualified Institution, the Issuer will within 10 Business Days
(or such longer period, not to exceed 30 calendar days, as to which each Note
Rating Agency may consent) establish a new Interest Funding Account, Principal
Funding Account or Class C Reserve Account, as the case may be, that is a
Qualified Bank Account and shall transfer any cash and/or investments to such
new Interest Funding Account, Principal Funding Account or Class C Reserve
Account, as the case may be. From the date such new Interest Funding Account,
Principal Funding Account or Class C Reserve Account is established, it will be
the "INTEREST FUNDING ACCOUNT," "PRINCIPAL FUNDING ACCOUNT" or "CLASS C RESERVE
ACCOUNT," as the case may be. Each Tranche of ONEseries Notes will have its own
Sub-Account within the Interest Funding Account, the Principal Funding Account
and, in the case of the Class C Notes, the Class C Reserve Account. The Interest
Funding Account, the Principal Funding Account, and the Class C Reserve Account
will receive deposits pursuant to Article III.
(b) Notwithstanding any provision of subsection 4.03(a) of the
Indenture to the contrary, any prefunded amounts on deposit in the Principal
Funding Account will be invested in Permitted Investments that will mature no
later than the following applicable Note Transfer Date.
(c) All payments to be made from time to time by the Indenture
Trustee to Noteholders out of funds in the Interest Funding Account, the
Principal Funding Account or the Class C Reserve Account pursuant to this
Indenture Supplement will be made by the Indenture Trustee to the Paying Agent
not later than 1:00 p.m. New York City time on the applicable Interest Payment
Date or Principal Payment Date but only to the extent of available funds in the
applicable Sub-Account or as otherwise provided in Article III.
68
(d) On each applicable Note Transfer Date for a Tranche of Class C
Notes, all interest and earnings (net of losses and investment expenses) accrued
since the preceding Note Transfer Date for such Tranche of Class C Notes on
funds on deposit in the Class C Reserve Account will be retained in the Class C
Reserve Account (to the extent that the sum of the amount on deposit in the
Class C Reserve Account with respect to the related Monthly Period is less than
the required balance for the Class C Reserve Account for that Monthly Period)
and the excess, if any, will be paid to the Issuer.
(e) Notwithstanding the definition of "Permitted Investments" in the
Inden ture, Permitted Investments in the Class C Reserve Account shall be
required to have a rating from Moody's and Standard & Poor's of at least "P-2"
and "A-2," respectively, and, if rated by Fitch, at least "F2" from Fitch.
[END OF ARTICLE V]
69
IN WITNESS WHEREOF, the parties hereto have caused this Indenture
Supplement to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
BANK ONE ISSUANCE TRUST, as Issuer
By: FIRST USA BANK, NATIONAL
ASSOCIATION, as Beneficiary and not in
its individual capacity
By:
------------------------------------------
Name:
Title:
▇▇▇▇▇ FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Indenture Trustee and Collateral Agent for
Asset Pool One and not in its individual
capacity
By:
------------------------------------------
Name:
Title:
70
STATE OF
DELAWARE )
) ss:
COUNTY OF CASTLE )
On this __ day of ______, 200_, before me personally came
______________, a _________ of ____________, to me known to be the person
described in and who executed the foregoing instrument, and duly acknowledged
that [he][she] executed the same for the purposes therein contained, and
acknowledged the same to be [his][her] free act and deed.
-----------------------------
Name
-----------------------------
[Notarial Seal]
▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
) ss:
COUNTY OF NEW YORK )
On [ ], [ ], before me personally came [ ], to me known, who, being by
me duly sworn, did depose and say that [he][she] resides at [ ]; that [he][she]
is of [ ], one of the parties described in and which executed the above
instrument; that [he][she] knows the corporate seal of said corporation; that
the seal affixed to that instrument is such corporate seal; that it was affixed
by authority of the board of directors of the corporation; and that [he][she]
signed his name thereto by like authority.
-----------------------
Name
-----------------------
[Notarial Seal]
72
EXHIBIT A-1
FORM OF CLASS A NOTE
UNLESS THIS NOTE 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 NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR TO 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.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT
WILL NOT AT ANY TIME INSTITUTE AGAINST THE BANK ONE ISSUANCE TRUST, FIRST USA
BANK, NATIONAL ASSOCIATION OR THE
FIRST USA CREDIT CARD MASTER TRUST, OR JOIN IN
ANY INSTITUTION AGAINST THE BANK ONE ISSUANCE TRUST, FIRST USA BANK, NATIONAL
ASSOCIATION OR THE
FIRST USA CREDIT CARD MASTER TRUST, IN, ANY BANKRUPTCY
PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW
IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES OR THE INDENTURE.
THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A
BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST
THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS OF FIRST USA BANK, NATIONAL
ASSOCIATION FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX
LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME.
A-1-1
REGISTERED up to $_________*
No. __ CUSIP NO. __________
BANK ONE ISSUANCE TRUST
[FLOATING RATE]
ONEseries CLASS A(200[-]-[-]) NOTE
Bank One Issuance Trust, a statutory business trust created under the
laws of the State of
Delaware (herein referred to as the "Issuer"), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, subject
to the following provisions, a principal sum of _______________________ payable
on the __________ ____ Payment Date (the "Scheduled Principal Payment Date"),
except as otherwise provided below or in the Indenture; PROVIDED, HOWEVER, that
the entire unpaid principal amount of this Note shall be due and payable on the
_________ ____ Payment Date (the "Legal Maturity Date"). Interest will accrue on
this Note at the rate of LIBOR plus _____% per annum, as more specifically set
forth in the Class A(200[-]-[-]) Terms Document, dated as of ________, 2002
(the "Terms Document"), between the Issuer and the Indenture Trustee, and shall
be due and payable on each Interest Payment Date from the Monthly Interest
Accrual Date in the related Monthly Period (or, in the case of the first
Interest Payment Date, from and including the date of issuance of this Note) to
but excluding the first Monthly Interest Accrual Date after the end of that
Monthly Period. Interest will be computed on the basis of a 360-day year [and
the actual number of days elapsed] [consisting of twelve 30-day months]. Such
principal of and interest on this Note shall be paid in the manner specified on
the reverse hereof.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.
Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.
----------
* Denominations of $100,000 and in integral multiples of $1,000 in
excess thereof.
A-1-2
IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.
BANK ONE ISSUANCE TRUST,
as Issuer
By: FIRST USA BANK, NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Beneficiary under the Trust
Agreement
By:
------------------------------------------
Name:
Title:
Date:
------- --,-----
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the
within-mentioned Indenture.
▇▇▇▇▇ FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION,
not in its individual capacity but solely as
Indenture Trustee
By:
------------------------------------------
Name:
Title:
Date:
------- --,-----
A-1-3
[REVERSE OF NOTE]
This Class A Note is one of the Notes of a duly authorized issue of
Notes of the Issuer, designated as its "ONEseries Class A(200[-]-[-]) Notes"
(herein called the "Notes"), all issued under an Indenture dated as of ________
__, 2002 (such indenture, as supplemented or amended, is herein called the
"Indenture"), as supplemented by an Asset Pool One Supplement dated as of
________ ____, ___ (the "Asset Pool One Supplement"), a
ONEseries Indenture
Supplement dated as of ________ __, 2002 (the "Indenture Supplement") and the
Terms Document, each between the Issuer and ▇▇▇▇▇ Fargo Bank Minnesota, National
Association, as indenture trustee (the "Indenture Trustee," which term includes
any successor Indenture Trustee under the Indenture) and collateral agent, to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights and obligations thereunder of the
Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are
subject to all terms of the Indenture. All terms used in this Note that are
defined in the Indenture, as supplemented or amended, shall have the meanings
assigned to them in or pursuant to the Indenture, as so supplemented or amended.
Although a summary of certain provisions of the Indenture is set forth
below, this Note is qualified in its entirety by the terms and provisions of the
Indenture and reference is made to that Indenture for information with respect
to the interests, rights, benefits, obligations, proceeds and duties evidenced
hereby and the rights, duties and obligations of the Indenture Trustee.
The Class B Notes and the Class C Notes will also be issued under the
Indenture.
The Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture.
Principal of this Note will be payable on the Scheduled Principal
Payment Date in an amount described on the face hereof, subject to the
provisions of the Indenture.
As described above, the entire unpaid principal amount of this Note
shall be due and payable on the Legal Maturity Date. Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes shall be due and
payable on the date on which an Event of Default relating solely to the non-
payment of interest on the Notes shall have occurred and be continuing and the
Indenture Trustee or the Holders of more than 66 2/3% of the Outstanding Dollar
Principal Amount of the Notes have declared the Notes to be immediately due and
payable in the manner provided in Section 6.02 of the Indenture; PROVIDED,
HOWEVER, that such acceleration of the entire unpaid principal amount of the
Notes may be rescinded by the holders of more than 66 2/3% of the Outstanding
Dollar Principal Amount of the Notes. All principal payments on the Notes shall
be made PRO RATA to the Noteholders entitled thereto.
On any Payment Date on or after the Payment Date on which the
aggregate Nominal Liquidation Amount (after giving effect to all payments on
such Payment Date) of any tranche of Notes is reduced to less than 10% of its
highest Outstanding Dollar Principal Amount at any time, the Servicer has the
right, but not the obligation, to redeem such class of Notes in whole but not in
part, pursuant to Section 11.02 of the Indenture. The redemption price of such
class of Notes will equal 100% of the
A-1-4
Outstanding Dollar Principal Amount of such class PLUS accrued, unpaid and
additional interest or principal accreted and unpaid on such class to but
excluding the date of redemption.
Subject to the terms and conditions of the Indenture, the Issuer may,
from time to time, issue one or more series, classes or tranches of ONEseries
Notes.
On each Payment Date, the Paying Agent shall distribute to each
Noteholder of record on the related Record Date (except for the final
distribution with respect to this Note) such Noteholder's PRO RATA share of the
amounts held by the Paying Agent that are allocated and available on such
Payment Date to pay interest and principal on the Class A Notes. Final payments
of this Note will be made only upon presentation and surrender of this Note at
the office or offices therein specified.
Payments of interest on this Note due and payable on each Interest
Payment Date, together with the installment of principal, if any, due and
payable on each Principal Payment Date, to the extent not in full payment of
this Note, shall be made by check mailed to the Person whose name appears as the
Registered Holder of this Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date, except that with
respect to Notes registered on the Record Date in the name of the nominee of the
clearing agency (initially, such nominee to be Cede & Co.), payments will be
made by wire transfer in immediately available funds to the account designated
by such nominee. Such checks shall be mailed to the Person entitled thereto at
the address of such Person as it appears on the Note Register as of the
applicable Record Date without requiring that this Note be submitted for
notation of payment. Any reduction in the principal amount of this Note (or any
one or more Predecessor Notes) effected by any payments made on any Payment Date
shall be binding upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted hereon. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Payment Date, then the Indenture Trustee, in
the name of and on behalf of the Issuer, will notify the Person who was the
Registered Holder hereof as of the Record Date preceding such Payment Date by
notice mailed within five days of such Payment Date and the amount then due and
payable shall be payable only upon presentation and surrender of this Note at
the Indenture Trustee's principal Corporate Trust Office or at the office of the
Indenture Trustee's agent appointed for such purposes located in the City of New
York. On any payment of interest or principal being made, details of such
payment shall be entered by the Indenture Trustee on behalf of the Issuer in
Schedule A hereto.
As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Holder hereof or his attorney duly
authorized in writing, with such signature guaranteed by a commercial bank or
trust company located, or having a correspondent located, in the City of New
York or the city in which the Corporate Trust Office is located, or a member
firm of a national securities exchange, and such other documents as the
Indenture Trustee may require, and thereupon one or more new Notes of authorized
denominations and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other
A-1-5
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.
Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under
the Indenture or any certificate or other writing delivered in connection
therewith, against (i) the Indenture Trustee or the Owner Trustee in its
individual capacity, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Indenture Trustee or the Owner Trustee in its individual capacity, any
holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or of any successor or assign of the Indenture Trustee or the
Owner Trustee in its individual capacity, except as any such Person may have
expressly agreed and except that any such partner, owner or beneficiary shall be
fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.
Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not at any
time institute against First USA,
First USA Credit Card Master Trust or the
Issuer, or join with any institution against First USA,
First USA Credit Card
Master Trust or the Issuer, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United
States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or any Derivative Agreement.
Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall
be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer with the consent of the Holders of Notes representing more
than 66 2/3% of the Outstanding Dollar Principal Amount of the Notes. The
Indenture also contains provisions permitting the Holders of Notes representing
specified percentages of the Outstanding Amount of the Notes, on behalf of the
Holders of all the Notes, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note (or
any one of more Predecessor Notes) shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof whether
or not notation of such consent or waiver is made upon this Note. The Indenture
also permits the Indenture Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of Holders of the
Notes issued thereunder.
A-1-6
The term "Issuer" as used in this Note includes any successor to the
Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Indenture Trustee and the
Holders of Notes under the Indenture.
The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.
THIS NOTE AND THE INDENTURE WILL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF
DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place, and rate, and in the coin or currency herein prescribed.
No recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer on the Notes or under the Indenture or any certificate
or other writing delivered in connection herewith or therewith, against (i) the
Owner Trustee in its individual capacity, (ii) any owner of a beneficial
interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer,
director, employee or agent of the Owner Trustee in its individual capacity, any
holder of a beneficial interest in the Issuer or the Owner Trustee or of any
successor or assign of the Owner Trustee in its individual capacity, except as
any such Person may have expressly agreed (it being understood that the Owner
Trustee has no such obligations in its individual capacity). The Holder of this
Note by the acceptance hereof agrees that, except as expressly provided in the
Indenture, the Asset Pool One Supplement, the Indenture Supplement and the Terms
Document, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; PROVIDED, HOWEVER, that nothing contained herein shall be taken
to prevent recourse to, and enforcement against, the assets of the Issuer for
any and all liabilities, obligations and undertakings contained in the Indenture
or in this Note.
Notwithstanding the allocation provisions of the Indenture, the Asset
Pool One Supplement, each additional Asset Pool Supplement, the Indenture
Supplement and the indenture supplements for each other Series of Notes, if any,
to the extent that the ONEseries Noteholders are deemed to have any interest in
any assets of the Issuer allocated to other Notes, each Noteholder or Note
Owner, by acceptance of a Note, or in the case of a Note Owner, a beneficial
interest in a Note, shall agree that their interest in those assets is
subordinate to claims or rights of such other Noteholders to those other assets.
Further, each Noteholder or Note Owner, by acceptance of a Note, or in the case
of a Note Owner, a beneficial interest in a Note, shall agree that such
agreement constitutes a subordination agreement for purposes of Section 510(a)
of the Bankruptcy Code.
A-1-7
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
--------------------------------------------------------------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
--------------------------------------------------------------------------------
(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.
Dated:
------------------------
-------------------------------------*
Signature Guaranteed:
----------
* NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
A-1-8
SCHEDULE A
PART I
INTEREST PAYMENTS
Confirmation
Total Amount of of payment by
Interest Date of Interest Amount of or on behalf
Payment Date Payment Payable Interest Paid of the Trust
------------------- ------------------- -------------------- ------------------- --------------------
First.................
Second................
[continue numbering
until the appropriate
number of
interest payment
dates for the Notes
is reached]
A-1-9
PART II
PRINCIPAL PAYMENTS
Confirmation of
payment by or on
Date of Payment Total Amount Payable Total Amount Paid behalf of the Trust
------------------------ ---------------------- ---------------------- --------------------------
Confirmation of
payment by or on
Date of Payment Total Amount Payable Total Amount Paid behalf of the Trust
------------------------ ---------------------- ---------------------- --------------------------
[continue numbering
until the appropriate
number of installment
dates for the Notes is
reached]
▇-▇-▇▇
▇▇▇▇▇▇▇ ▇-▇
FORM OF CLASS B NOTE
UNLESS THIS NOTE 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 NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR TO 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.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT
WILL NOT AT ANY TIME INSTITUTE AGAINST THE BANK ONE ISSUANCE TRUST, FIRST USA
BANK, NATIONAL ASSOCIATION OR THE
FIRST USA CREDIT CARD MASTER TRUST, OR JOIN IN
ANY INSTITUTION AGAINST THE BANK ONE ISSUANCE TRUST, FIRST USA BANK, NATIONAL
ASSOCIATION OR THE
FIRST USA CREDIT CARD MASTER TRUST, IN, ANY BANKRUPTCY
PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANK RUPTCY OR SIMILAR LAW
IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES OR THE INDENTURE.
THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A
BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST
THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS OF FIRST USA BANK, NATIONAL
ASSOCIATION FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX
LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME.
A-2-1
REGISTERED up to $_________*
No. __ CUSIP NO. __________
BANK ONE ISSUANCE TRUST
[FLOATING RATE]
ONEseries CLASS B(200[-]-[-]) NOTE
Bank One Issuance Trust, a statutory business trust created under the
laws of the State of
Delaware (herein referred to as the "Issuer"), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, subject
to the following provisions, a principal sum of _______________________ payable
on the __________ ____ Payment Date (the "Scheduled Principal Payment Date"),
except as otherwise provided below or in the Indenture; PROVIDED, HOWEVER, that
the entire unpaid principal amount of this Note shall be due and payable on the
_________ ____ Payment Date (the "Legal Maturity Date"). Interest will accrue on
this Note at the rate of LIBOR plus _____% per annum, as more specifically set
forth in the Class B(200[-]-[-]) Terms Document, dated as of ________, 2002 (the
"Terms Document"), between the Issuer and the Indenture Trustee, and shall be
due and payable on each Interest Payment Date from the Monthly Interest Accrual
Date in the related Monthly Period (or, in the case of the first Interest
Payment Date, from and including the date of issuance of this Note) to but
excluding the first Monthly Interest Accrual Date after the end of that Monthly
Period. Interest will be computed on the basis of a 360-day year [and the actual
number of days elapsed] [consisting of twelve 30-day months]. Such principal of
and interest on this Note shall be paid in the manner specified on the reverse
hereof.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.
Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.
----------
* Denominations of $100,000 and in integral multiples of $1,000 in
excess thereof.
A-2-2
IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.
BANK ONE ISSUANCE TRUST,
as Issuer
By: FIRST USA BANK, NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Beneficiary under the Trust
Agreement
By:
------------------------------------------
Name:
Title:
Date:
------ --, ----
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the
within-mentioned Indenture.
▇▇▇▇▇ FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION,
not in its individual capacity but solely as
Indenture Trustee
By:
------------------------------------------
Name:
Title:
Date:
------ --, ----
A-2-3
[REVERSE OF NOTE]
This Class B Note is one of the Notes of a duly authorized issue of
Notes of the Issuer, designated as its "ONEseries Class B(200[-]-[-]) Notes"
(herein called the "Notes"), all issued under an Indenture dated as of ________
__, 2002 (such indenture, as supplemented or amended, is herein called the
"Indenture"), as supplemented by an Asset Pool One Supplement dated as of
________ __, 2002, a
ONEseries Indenture Supplement dated as of ________ __,
2002 (the "Indenture Supplement") and the Terms Document, each between the
Issuer and ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as indenture
trustee (the "Indenture Trustee," which term includes any successor Indenture
Trustee under the Indenture) and collateral agent, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Notes are subject to all terms of the
Indenture. All terms used in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture, as so supplemented or amended.
Although a summary of certain provisions of the Indenture is set forth
below, this Note is qualified in its entirety by the terms and provisions of the
Indenture and reference is made to that Indenture for information with respect
to the interests, rights, benefits, obligations, proceeds and duties evidenced
hereby and the rights, duties and obligations of the Indenture Trustee.
The Class A Notes and the Class C Notes will also be issued under the
Indenture.
The Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture.
Principal of this Note will be payable on the Scheduled Principal
Payment Date in an amount described on the face hereof, subject to the
provisions of the Indenture.
As described above, the entire unpaid principal amount of this Note
shall be due and payable on the Legal Maturity Date. Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes shall be due and
payable on the date on which an Event of Default relating solely to the non-
payment of interest on the Notes shall have occurred and be continuing and the
Indenture Trustee or the Holders of more than 66 2/3% of the Outstanding Dollar
Principal Amount of the Notes have declared the Notes to be immediately due and
payable in the manner provided in Section 6.02 of the Indenture; PROVIDED,
HOWEVER, that such acceleration of the entire unpaid principal amount of the
Notes may be rescinded by the holders of more than 66 2/3% of the Outstanding
Dollar Principal Amount of the Notes. All principal payments on the Notes shall
be made PRO RATA to the Noteholders entitled thereto.
On any Payment Date on or after the Payment Date on which the
aggregate Nominal Liquidation Amount (after giving effect to all payments on
such Payment Date) of any class of Notes is reduced to less than 10% of its
highest Outstanding Dollar Principal Amount at any time, the Servicer has the
right, but not the obligation, to redeem such class of Notes in whole but not in
part, pursuant to Section 11.02 of the Indenture. The redemption price of such
class of Notes will equal 100% of the Outstanding Dollar Principal Amount of
such class PLUS accrued, unpaid and additional interest or principal accreted
and unpaid on such class to but excluding the date of redemption.
A-2-4
Subject to the terms and conditions of the Indenture, the Issuer may,
from time to time, issue one or more series, classes or tranches of ONEseries
Notes.
On each Payment Date, the Paying Agent shall distribute to each
Noteholder of record on the related Record Date (except for the final
distribution with respect to this Note) such Noteholder's PRO RATA share of the
amounts held by the Paying Agent that are allocated and available on such
Payment Date to pay interest and principal on the Class B Notes. Final payments
of this Note will be made only upon presentation and surrender of this Note at
the office or offices therein specified.
Payments of interest on this Note due and payable on each Interest
Payment Date, together with the installment of principal, if any, due and
payable on each Principal Payment Date, to the extent not in full payment of
this Note, shall be made by check mailed to the Person whose name appears as the
Registered Holder of this Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date, except that with
respect to Notes registered on the Record Date in the name of the nominee of the
clearing agency (initially, such nominee to be Cede & Co.), payments will be
made by wire transfer in immediately available funds to the account designated
by such nominee. Such checks shall be mailed to the Person entitled thereto at
the address of such Person as it appears on the Note Register as of the
applicable Record Date without requiring that this Note be submitted for
notation of payment. Any reduction in the principal amount of this Note (or any
one or more Predecessor Notes) effected by any payments made on any Payment Date
shall be binding upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted hereon. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Payment Date, then the Indenture Trustee, in
the name of and on behalf of the Issuer, will notify the Person who was the
Registered Holder hereof as of the Record Date preceding such Payment Date by
notice mailed within five days of such Payment Date and the amount then due and
payable shall be payable only upon presentation and surrender of this Note at
the Indenture Trustee's principal Corporate Trust Office or at the office of the
Indenture Trustee's agent appointed for such purposes located in the City of New
York. On any payment of interest or principal being made, details of such
payment shall be entered by the Indenture Trustee on behalf of the Issuer in
Schedule A hereto.
As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Holder hereof or his attorney duly
authorized in writing, with such signature guaranteed by a commercial bank or
trust company located, or having a correspondent located, in the City of New
York or the city in which the Corporate Trust Office is located, or a member
firm of a national securities exchange, and such other documents as the
Indenture Trustee may require, and thereupon one or more new Notes of authorized
denominations and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.
A-2-5
Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under
the Indenture or any certificate or other writing delivered in connection
therewith, against (i) the Indenture Trustee or the Owner Trustee in its
individual capacity, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Indenture Trustee or the Owner Trustee in its individual capacity, any
holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or of any successor or assign of the Indenture Trustee or the
Owner Trustee in its individual capacity, except as any such Person may have
expressly agreed and except that any such partner, owner or beneficiary shall be
fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.
Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not at any
time institute against First USA,
First USA Credit Card Master Trust or the
Issuer, or join with any institution against First USA,
First USA Credit Card
Master Trust or the Issuer, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United
States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or any Derivative Agreement.
Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall
be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer with the consent of the Holders of Notes representing more
than 66 2/3% of the Outstanding Dollar Principal Amount of the Notes. The
Indenture also contains provisions permitting the Holders of Notes representing
specified percentages of the Outstanding Amount of the Notes, on behalf of the
Holders of all the Notes, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note (or
any one of more Predecessor Notes) shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof whether
or not notation of such consent or waiver is made upon this Note. The Indenture
also permits the Indenture Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of Holders of the
Notes issued thereunder.
The term "Issuer" as used in this Note includes any successor to the
Issuer under the Indenture.
A-2-6
The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Indenture Trustee and the
Holders of Notes under the Indenture.
The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.
THIS NOTE AND THE INDENTURE WILL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, 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.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place, and rate, and in the coin or currency herein prescribed.
No recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer on the Notes or under the Indenture or any certificate
or other writing delivered in connection herewith or therewith, against (i) the
Owner Trustee in its individual capacity, (ii) any owner of a beneficial
interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer,
director, employee or agent of the Owner Trustee in its individual capacity, any
holder of a beneficial interest in the Issuer or the Owner Trustee or of any
successor or assign of the Owner Trustee in its individual capacity, except as
any such Person may have expressly agreed (it being understood that the Owner
Trustee has no such obligations in its individual capacity). The Holder of this
Note by the acceptance hereof agrees that, except as expressly provided in the
Indenture, the Asset Pool One Supplement, the Indenture Supplement and the Terms
Document, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; PROVIDED, HOWEVER, that nothing contained herein shall be taken
to prevent recourse to, and enforcement against, the assets of the Issuer for
any and all liabilities, obligations and undertakings contained in the Indenture
or in this Note.
Notwithstanding the allocation provisions of the Indenture, the Asset
Pool One Supplement, each additional Asset Pool Supplement, the Indenture
Supplement and the indenture supplements for each other Series of Notes, if any,
to the extent that the ONEseries Noteholders are deemed to have any interest in
any assets of the Issuer allocated to other Notes, each Noteholder or Note
Owner, by acceptance of a Note, or in the case of a Note Owner, a beneficial
interest in a Note, shall agree that their interest in those assets is
subordinate to claims or rights of such other Noteholders to those other assets.
Further, each Noteholder or Note Owner, by acceptance of a Note, or in the case
of a Note Owner, a beneficial interest in a Note, shall agree that such
agreement constitutes a subordination agreement for purposes of Section 510(a)
of the Bankruptcy Code.
A-2-7
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
--------------------------------------------------------------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
--------------------------------------------------------------------------------
(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.
Dated:
-----------------------
----------------------------------*
Signature Guaranteed:
----------
* NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
A-2-8
SCHEDULE A
PART I
INTEREST PAYMENTS
Confirmation
Total Amount of of payment by
Interest Date of Interest Amount of or on behalf
Payment Date Payment Payable Interest Paid of the Trust
------------------- ------------------- -------------------- ------------------- --------------------
First.................
Second................
[continue numbering
until the appropriate
number of
interest payment
dates for the Notes
is reached]
A-2-9
PART II
PRINCIPAL PAYMENTS
Confirmation of
Date of payment by or on
Payment Total Amount Payable Total Amount Paid behalf of the Trust
------------------------ ---------------------- ---------------------- --------------------------
Confirmation of
payment by or on
Date of Payment Total Amount Payable Total Amount Paid behalf of the Trust
------------------------ ---------------------- ---------------------- --------------------------
[continue numbering
until the appropriate
number of installment
dates for the Notes is
reached]
▇-▇-▇▇
▇▇▇▇▇▇▇ ▇-▇
FORM OF CLASS C NOTE
UNLESS THIS NOTE 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 NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR TO 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.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT
WILL NOT AT ANY TIME INSTITUTE AGAINST THE BANK ONE ISSUANCE TRUST, FIRST USA
BANK, NATIONAL ASSOCIATION OR THE
FIRST USA CREDIT CARD MASTER TRUST, OR JOIN
ANY INSTITUTION AGAINST THE BANK ONE ISSUANCE TRUST, FIRST USA BANK, NATIONAL
ASSOCIATION OR THE
FIRST USA CREDIT CARD MASTER TRUST, IN, ANY BANKRUPTCY
PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANK RUPTCY OR SIMILAR LAW
IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES OR THE INDENTURE.
THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A
BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST
THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS OF FIRST USA BANK, NATIONAL
ASSOCIATION FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX
LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME.
A-3-1
REGISTERED up to $_________*
No. __ CUSIP NO. __________
BANK ONE ISSUANCE TRUST
[FLOATING RATE]
ONEseries CLASS C(200[-]-[-]) NOTE
Bank One Issuance Trust, a statutory business trust created under the
laws of the State of
Delaware (herein referred to as the "Issuer"), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, subject
to the following provisions, a principal sum of _______________________ payable
on the __________ ____ Payment Date (the "Scheduled Principal Payment Date"),
except as otherwise provided below or in the Indenture; PROVIDED, HOWEVER, that
the entire unpaid principal amount of this Note shall be due and payable on the
_________ ____ Payment Date (the "Legal Maturity Date"). Interest will accrue on
this Note at the rate of LIBOR plus _____% per annum, as more specifically set
forth in the Class C(200[-]-[-]) Terms Docuement, dated as of ________, 2002
(the "Terms Document"), between the Issuer and the Indenture Trustee, and shall
be due and payable on each Interest Payment Date from the Monthly Interest
Accrual Date in the related Monthly Period (or, in the case of the first
Interest Payment Date, from and including the date of issuance of this Note) to
but excluding the first Monthly Interest Accrual Date after the end of that
Monthly Period. Interest will be computed on the basis of a 360-day year [and
the actual number of days elapsed] [consisting of twelve 30-day months]. Such
principal of and interest on this Note shall be paid in the manner specified on
the reverse hereof.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.
Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.
----------
* Denominations of $100,000 and in integral multiples of $1,000 in
excess thereof.
A-3-2
IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.
BANK ONE ISSUANCE TRUST,
as Issuer
By: FIRST USA BANK, NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Beneficiary under the Trust
Agreement
By:
------------------------------------------
Name:
Title:
Date:
------- --, ----
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the
within-mentioned Indenture.
▇▇▇▇▇ FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION,
not in its individual capacity but solely as
Indenture Trustee
By:
-----------------------------------------
Name:
Title:
Date:
------- --, ----
A-3-3
[REVERSE OF NOTE]
This Class C Note is one of the Notes of a duly authorized issue of
Notes of the Issuer, designated as its "ONEseries Class C(200[-]-[-]) Notes"
(herein called the "Notes"), all issued under an Indenture dated as of ________
__, 2002 (such indenture, as supplemented or amended, is herein called the
"Indenture"), as supplemented by an Asset Pool One Supplement, dated as of
________ __, 2002, a
ONEseries Indenture Supplement dated as of ________ __,
2002 (the "Indenture Supplement") and the Terms Document, between the Issuer and
▇▇▇▇▇ Fargo Bank Minnesota, National Association, as indenture trustee (the
"Indenture Trustee," which term includes any successor Indenture Trustee under
the Indenture) and collateral agent, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuer, the Indenture Trustee and the
Holders of the Notes. The Notes are subject to all terms of the Indenture. All
terms used in this Note that are defined in the Indenture, as supplemented or
amended, shall have the meanings assigned to them in or pursuant to the
Indenture, as so supplemented or amended.
Although a summary of certain provisions of the Indenture is set forth
below, this Note is qualified in its entirety by the terms and provisions of the
Indenture and reference is made to that Indenture for information with respect
to the interests, rights, benefits, obligations, proceeds and duties evidenced
hereby and the rights, duties and obligations of the Indenture Trustee.
The Class A Notes and the Class B Notes will also be issued under the
Indenture.
The Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture.
Principal of this Note will be payable on the Scheduled Principal
Payment Date in an amount described on the face hereof, subject to the
provisions of the Indenture.
As described above, the entire unpaid principal amount of this Note
shall be due and payable on the Legal Maturity Date. Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes shall be due and
payable on the date on which an Event of Default relating solely to the non-
payment of interest on the Notes shall have occurred and be continuing and the
Indenture Trustee or the Holders of more than 66 2/3% of the Outstanding Dollar
Principal Amount of the Notes have declared the Notes to be immediately due and
payable in the manner provided in Section 6.02 of the Indenture; PROVIDED,
HOWEVER, that such acceleration of the entire unpaid principal amount of the
Notes may be rescinded by the holders of more than 66 2/3% of the Outstanding
Dollar Principal Amount of the Notes. All principal payments on the Notes shall
be made PRO RATA to the Noteholders entitled thereto.
On any Payment Date on or after the Payment Date on which the
aggregate Nominal Liquidation Amount (after giving effect to all payments on
such Payment Date) of any class of Notes is reduced to less than 10% of its
highest Outstanding Dollar Principal Amount at any time, the Servicer has the
right, but not the obligation, to redeem such class of Notes in whole but not in
part, pursuant to Section 11.02 of the Indenture. The redemption price of such
class of Notes will equal 100% of the Outstanding Dollar Principal Amount of
such class PLUS accrued, unpaid and additional interest or principal accreted
and unpaid on such class to but excluding the date of redemption.
A-3-4
Subject to the terms and conditions of the Indenture, the Issuer may,
from time to time, issue one or more series, classes or tranches of ONEseries
Notes.
On each Payment Date, the Paying Agent shall distribute to each
Noteholder of record on the related Record Date (except for the final
distribution with respect to this Note) such Noteholder's PRO RATA share of the
amounts held by the Paying Agent that are allocated and available on such
Payment Date to pay interest and principal on the Class C Notes. Final payments
of this Note will be made only upon presentation and surrender of this Note at
the office or offices therein specified.
Payments of interest on this Note due and payable on each Interest
Payment Date, together with the installment of principal, if any, due and
payable on each Principal Payment Date, to the extent not in full payment of
this Note, shall be made by check mailed to the Person whose name appears as the
Registered Holder of this Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date, except that with
respect to Notes registered on the Record Date in the name of the nominee of the
clearing agency (initially, such nominee to be Cede & Co.), payments will be
made by wire transfer in immediately available funds to the account designated
by such nominee. Such checks shall be mailed to the Person entitled thereto at
the address of such Person as it appears on the Note Register as of the
applicable Record Date without requiring that this Note be submitted for
notation of payment. Any reduction in the principal amount of this Note (or any
one or more Predecessor Notes) effected by any payments made on any Payment Date
shall be binding upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted hereon. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Payment Date, then the Indenture Trustee, in
the name of and on behalf of the Issuer, will notify the Person who was the
Registered Holder hereof as of the Record Date preceding such Payment Date by
notice mailed within five days of such Payment Date and the amount then due and
payable shall be payable only upon presentation and surrender of this Note at
the Indenture Trustee's principal Corporate Trust Office or at the office of the
Indenture Trustee's agent appointed for such purposes located in the City of New
York. On any payment of interest or principal being made, details of such
payment shall be entered by the Indenture Trustee on behalf of the Issuer in
Schedule A hereto.
As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Holder hereof or his attorney duly
authorized in writing, with such signature guaranteed by a commercial bank or
trust company located, or having a correspondent located, in the City of New
York or the city in which the Corporate Trust Office is located, or a member
firm of a national securities exchange, and such other documents as the
Indenture Trustee may require, and thereupon one or more new Notes of authorized
denominations and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.
A-3-5
Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under
the Indenture or any certificate or other writing delivered in connection
therewith, against (i) the Indenture Trustee or the Owner Trustee in its
individual capacity, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Indenture Trustee or the Owner Trustee in its individual capacity, any
holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or of any successor or assign of the Indenture Trustee or the
Owner Trustee in its individual capacity, except as any such Person may have
expressly agreed and except that any such partner, owner or beneficiary shall be
fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.
Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not at any
time institute against First USA, First USA Credit Card Master Trust or the
Issuer, or join with any institution against First USA, First USA Credit Card
Master Trust or the Issuer, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United
States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or any Derivative Agreement.
Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall
be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer with the consent of the Holders of Notes representing more
than 66 2/3% of the Outstanding Dollar Principal Amount of the Notes. The
Indenture also contains provisions permitting the Holders of Notes representing
specified percentages of the Outstanding Amount of the Notes, on behalf of the
Holders of all the Notes, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note (or
any one of more Predecessor Notes) shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof whether
or not notation of such consent or waiver is made upon this Note. The Indenture
also permits the Indenture Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of Holders of the
Notes issued thereunder.
The term "Issuer" as used in this Note includes any successor to the
Issuer under the Indenture.
A-3-6
The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Indenture Trustee and the
Holders of Notes under the Indenture.
The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.
THIS NOTE AND THE INDENTURE WILL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, 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.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place, and rate, and in the coin or currency herein prescribed.
No recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer on the Notes or under the Indenture or any certificate
or other writing delivered in connection herewith or therewith, against (i) the
Owner Trustee in its individual capacity, (ii) any owner of a beneficial
interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer,
director, employee or agent of the Owner Trustee in its individual capacity, any
holder of a beneficial interest in the Issuer or the Owner Trustee or of any
successor or assign of the Owner Trustee in its individual capacity, except as
any such Person may have expressly agreed (it being understood that the Owner
Trustee has no such obligations in its individual capacity). The Holder of this
Note by the acceptance hereof agrees that, except as expressly provided in the
Indenture, the Asset Pool One Supplement, the Indenture Supplement and the Terms
Document, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; PROVIDED, HOWEVER, that nothing contained herein shall be taken
to prevent recourse to, and enforcement against, the assets of the Issuer for
any and all liabilities, obligations and undertakings contained in the Indenture
or in this Note.
Notwithstanding the allocation provisions of the Indenture, the Asset
Pool One Supplement, each additional Asset Pool Supplement, the Indenture
Supplement and the indenture supplements for each other Series of Notes, if any,
to the extent that the ONEseries Noteholders are deemed to have any interest in
any assets of the Issuer allocated to other Notes, each Noteholder or Note
Owner, by acceptance of a Note, or in the case of a Note Owner, a beneficial
interest in a Note, shall agree that their interest in those assets is
subordinate to claims or rights of such other Noteholders to those other assets.
Further, each Noteholder or Note Owner, by acceptance of a Note, or in the case
of a Note Owner, a beneficial interest in a Note, shall agree that such
agreement constitutes a subordination agreement for purposes of Section 510(a)
of the Bankruptcy Code.
A-3-7
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
--------------------------------------------------------------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
--------------------------------------------------------------------------------
(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.
Dated:
-------------------------
------------------------------------*
Signature Guaranteed:
----------
* NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
A-3-8
SCHEDULE A
PART I
INTEREST PAYMENTS
Confirmation
Total Amount of of payment by
Interest Date of Interest Amount of or on behalf
Payment Date Payment Payable Interest Paid of the Trust
------------------- ------------------- -------------------- ------------------- --------------------
First.................
Second................
[continue numbering
until the appropriate
number of
interest payment
dates for the Notes
is reached]
A-3-9
PART II
PRINCIPAL PAYMENTS
Confirmation of
Date of payment by or on
Payment Total Amount Payable Total Amount Paid behalf of the Trust
------------------------ ---------------------- ---------------------- --------------------------
Confirmation of
payment by or on
Date of Payment Total Amount Payable Total Amount Paid behalf of the Trust
------------------------ ---------------------- ---------------------- --------------------------
[continue numbering
until the appropriate
number of installment
dates for the Notes is
reached]
▇-▇-▇▇
▇▇▇▇▇▇▇ ▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ TRUST
FORM OF ONEseries MONTHLY NOTEHOLDERS' STATEMENT
MONTHLY PERIOD: [ ] 2002
A. Information Regarding the Current Distribution to Noteholders
1. The total amount of the distribution to Noteholders on the Payment Date per
$1,000 Initial Outstanding Dollar Principal Amount
Tranche Amount
--------------- -----------------
A1 $
A2 $
A3 $
A4 $
A5 $
B1 $
B2 $
B3 $
C1 $
C2 $
C3 $
2. The amount of the distribution set forth in item 1 in respect of interest on
the Notes per $1,000 Initial Outstanding Dollar Principal Amount
Tranche Amount
--------------- -----------------
A1 $
A2 $
A3 $
A4 $
A5 $
B1 $
B2 $
B3 $
C1 $
C2 $
C3 $
C-1-1
3. The amount of the distribution set forth in item 1 in respect of principal on
the Notes per $1,000 Initial Outstanding Dollar Principal Amount
Tranche Amount
--------------- -----------------
A1 $
A2 $
A3 $
A4 $
A5 $
B1 $
B2 $
B3 $
C1 $
C2 $
C3 $
B. Information regarding the Tranches of Notes of the ONEseries
1. Outstanding Dollar Principal Amount and Nominal Liquidation Amount of
Tranches of Notes of the ONEseries for the related Monthly Period
Initial Outstanding Adjusted
Dollar Principal Outstanding Dollar Outstanding Dollar Nominal Liquidation
Tranche Amount Principal Amount Principal Amount Amount
------------------- -------------------- -------------------- -------------------- ----------------------
A1 $ $ $ $
A2 $ $ $ $
A3 $ $ $ $
A4 $ $ $ $
A5 $ $ $ $
Total Class A $ $ $ $
B1 $ $ $ $
B2 $ $ $ $
B3 $ $ $ $
Total Class B $ $ $ $
C-1-2
Initial Outstanding Adjusted
Dollar Principal Outstanding Dollar Outstanding Dollar Nominal Liquidation
Tranche Amount Principal Amount Principal Amount Amount
------------------- -------------------- -------------------- -------------------- ----------------------
C1 $ $ $ $
C2 $ $ $ $
C3 $ $ $ $
Total Class C $ $ $ $
Total $ $ $ $
2. Nominal Liquidation Amount of Notes of the ONEseries
Increases from
amounts
withdrawn
from the
Principal Reimbursements Reductions due
Increases Funding Sub- of prior Nominal to reallocations Reductions due
from Accounts in Liquidation of Available to amounts
Beginning accretion of respect of Amount Deficts Principal deposited to the Ending
Nominal principal for Prefunding from Available Collections and Principal Nominal
Liquidation Discount Excess Finance Charge Investor Funding Sub- Liquidation
Tranche Amount Notes Amounts Collections Charge-Offs Accounts Amount
----------------- ------------- ----------- ------------- --------------- ------------- ------------- -----------
A1 $ $ $ $ $ $ $
A2 $ $ $ $ $ $ $
A3 $ $ $ $ $ $ $
A4 $ $ $ $ $ $ $
A5 $ $ $ $ $ $ $
Total Class A $ $ $ $ $ $ $
B1 $ $ $ $ $ $ $
B2 $ $ $ $ $ $ $
B3 $ $ $ $ $ $ $
Total Class B $ $ $ $ $ $ $
C1 $ $ $ $ $ $ $
C2 $ $ $ $ $ $ $
C3 $ $ $ $ $ $ $
Total Class C $ $ $ $ $ $ $
Total $ $ $ $ $ $ $
C-1-3
3. ONEseries Interest Funding Account Sub-Account
Targeted
deposit to
the Interest
Funding Previous Amount with
Sub-Account shortfalls of drawn from the Ending
Beginning In with targeted Actual deposit Interest Funding Interest
Interest Fundingrespect to deposits to the to the Interest Sub-Account Funding
Sub-Account the current interest Funding Funding Sub- for payment Other Sub-Account
Tranche Balance period Sub-Account Account to Noteholders Withdrawals Balance
----------------- ------------- ------------- --------------- ---------------- ----------------- -------------- -----------
A1 $ $ $ $ $ $ $
A2 $ $ $ $ $ $ $
A3 $ $ $ $ $ $ $
A4 $ $ $ $ $ $ $
A5 $ $ $ $ $ $ $
Total Class A $ $ $ $ $ $ $
B1 $ $ $ $ $ $ $
B2 $ $ $ $ $ $ $
B3 $ $ $ $ $ $ $
Total Class B $ $ $ $ $ $ $
C1 $ $ $ $ $ $ $
C2 $ $ $ $ $ $ $
C3 $ $ $ $ $ $ $
Total Class C $ $ $ $ $ $ $
Total $ $ $ $ $ $ $
4. ONEseries Principal Funding Account Sub-Accounts
Targeted
deposit to
the Principal
Funding Previous Amount withdrawn
Beginning Sub-Account shortfalls of from the Ending
Principal with targeted Actual deposit Principal Funding Principal
Funding respect to deposits to the to the Principal Sub-Account Funding
Sub-Account the current Principal Funding Funding for payment Other Sub-Account
Tranche Balance period Sub-Account Sub-Account to Noteholders Withdrawals Balance
----------------- ------------- ------------- --------------- ---------------- ----------------- -------------- -----------
A1 $ $ $ $ $ $ $
A2 $ $ $ $ $ $ $
A3 $ $ $ $ $ $ $
A4 $ $ $ $ $ $ $
A5 $ $ $ $ $ $ $
Total Class A $ $ $ $ $ $ $
B1 $ $ $ $ $ $ $
B2 $ $ $ $ $ $ $
B3 $ $ $ $ $ $ $
Total Class B $ $ $ $ $ $ $
C1 $ $ $ $ $ $ $
C2 $ $ $ $ $ $ $
C3 $ $ $ $ $ $ $
Total Class C $ $ $ $ $ $ $
Total $ $ $ $ $ $ $
C-1-4
5. ONEseries Class C Reserve Sub-Accounts
Withdrawals of
Class C Amount Excess
Reserve Actual deposit to withdrawn in Amounts Ending
Beginning Sub- Targeted the Class C respect of Pursuant to Class C
Class C Account deposit to the Reserve Sub- Payment of subsection Reserve
Reserve Sub- earnings for Class C Account, interest and/or 3.25(c)of the Sub-
Account the current Reserve Sub- including Excess principal to Indenture Account
Tranche Balance period Account Amounts Noteholders Supplement Balance
----------------- ------------- ----------- ------------- --------------- --------------- --------------- -----------
C1 $ $ $ $ $ $ $
C2 $ $ $ $ $ $ $
C3 $ $ $ $ $ $ $
Total $ $ $ $ $ $ $
6. Class A Required Subordinated Amount of Class B and Class C Notes and Class A
Usage of Class B and Class C Required Subordinated Amounts
Required Required
Subordinated Subordinated
Amount of Amount of
Class B Notes Class C Notes Class A usage Class A Usage of Cumulative Class A Cumulative Class
as of the last as of the last Class B Required Class C Required Usage of Class B A Usage of Class
day of the day of the Subordinated Subordinated Required C Required
Monthly Monthly Amount for Amount for Subordinated Subordinated
Tranche Period Period current period current period Amount Amount
----------------- ------------ ------------- --------------- --------------- ----------------- ---------------
A1 $ $ $ $ $ $
A2 $ $ $ $ $ $
A3 $ $ $ $ $ $
A4 $ $ $ $ $ $
A5 $ $ $ $ $ $
Total $ $ $ $ $ $
7. Class B Required Subordinated Amount of Class C Notes and Class B Usage of
Class C Required Subordinated Amounts
Required
Subordinated Class B Usage of Cumulative Class B
Amount of Class C Class C Required Usage of Class C
Notes as of Subordinated Required
the last day of Amount for the Subordinated
Tranche the Monthly Period Current Period Amount
---------------- --------------------- -------------------- ---------------------
B1 $ $ $
B2 $ $ $
B3 $ $ $
Total $ $ $
C-1-5
C. Information regarding the performance of the ONEseries
[November] [October] [September]
Monthly Period Monthly Period Monthly Period
------------------ -------------- ----------------
Portfolio Yield % % %
Less: Base Rate % % %
Excess Spread % % %
Three Month Average
Excess Spread % % %
Principal Payment Rate % % %
FIRST USA BANK, NATIONAL ASSOCIATION,
as Servicer
By:
---------------------------------
Name:
Title:
C-1-6