Exhibit 4.15
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BANK ONE ISSUANCE TRUST
as Issuer
CLASS C(2002-1) TERMS DOCUMENT
dated as of May 1, 2002
to
ONESERIES INDENTURE SUPPLEMENT
dated as of May 1, 2002
to
INDENTURE
dated as of May 1, 2002
▇▇▇▇▇ FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
as Indenture Trustee and Collateral Agent
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THIS CLASS C(2002-1) TERMS DOCUMENT (this "Terms Document"), by and
between BANK ONE ISSUANCE TRUST, a statutory business trust created under the
laws of the State of Delaware (the "Issuer"), having its principal office at c/o
Wilmington Trust Company, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇, and ▇▇▇▇▇ FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national
banking association, as indenture trustee (the "Indenture Trustee") and
collateral agent (the "Collateral Agent"), is made and entered into as of May 1,
2002.
Pursuant to this Terms Document, the Issuer and the Indenture Trustee
shall create a new Tranche of ONEseries Class C Notes and shall specify the
principal terms thereof.
ARTICLE I
Definitions and Other Provisions of General Application
Section 1.1 Definitions. For all purposes of this Terms Document, except
as otherwise expressly provided or unless the context otherwise requires:
(1) the terms defined in this Article have the meanings assigned
to them in this Article, and include the plural as well as
the singular;
(2) all other terms used herein which are defined in the
Indenture Supplement, the Indenture or the Asset Pool
Supplement, either directly or by reference therein, have the
meanings assigned to them therein;
(3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally
accepted accounting principles and, except as otherwise
herein expressly provided, the term "generally accepted
accounting principles" with respect to any computation
required or permitted hereunder means such accounting
principles as are generally accepted in the United States of
America at the date of such computation;
(4) all references in this Terms Document to designated
"Articles," "Sections" and other subdivisions are to the
designated Articles, Sections and other subdivisions of this
Terms Document as originally executed;
(5) the words "herein," "hereof" and "hereunder" and other words
of similar import refer to this Terms Document as a whole and
not to any particular Article, Section or other subdivision;
(6) in the event that any term or provision contained herein
shall conflict with or be inconsistent with any term or
provision contained in the Indenture Supplement, the
Indenture or the Asset Pool Supplement, the terms and
provisions of this Terms Document shall be controlling;
(7) each capitalized term defined herein shall relate only to the
Class C(2002-1) Notes and no other Tranche of ONEseries Notes
issued by the Issuer; and
(8) "including" and words of similar import will be deemed to be
followed by "without limitation."
"Asset Pool Supplement" means the Asset Pool One Supplement to the
Indenture, dated as of May 1, 2002 among the Issuer, the Indenture Trustee and
the Collateral Agent, as amended, supplemented, restated or otherwise modified
from time to time.
"Base Rate" has the meaning set forth in the Indenture Supplement.
"BDL" means Banque de Luxembourg.
"Calculation Agent" is defined in Section 2.3(a).
"Class C Reserve Account Percentage" means, for any Monthly Period, (i)
zero, if the Quarterly Excess Spread Percentage for such Monthly Period is
greater than or equal to 4.50%, (ii) 1.50%, if the Quarterly Excess Spread
Percentage for such Monthly Period is less than 4.50% and greater than or equal
to 4.00%, (iii) 2.00%, if the Quarterly Excess Spread Percentage for such
Monthly Period is less than 4.00% and greater than or equal to 3.50%, (iv)
3.00%, if the Quarterly Excess Spread Percentage is less than 3.50% and greater
than or equal to 3.00%; (v) 4.00%, if the Quarterly Excess Spread Percentage for
such Monthly Period is less than 3.00% and greater than or equal to 2.50%, (vi)
5.00%, if the Quarterly Excess Spread Percentage is less than 2.50% and greater
than or equal to 2.00%, (vii) 6.00%, if the Quarterly Excess Spread Percentage
for such Monthly Period is less than 2.00% and greater than or equal to 0.00%
and (viii) 7.25%, if the Quarterly Excess Spread Percentage for such Monthly
Period is less than 0.00%.
"Class C(2002-1) Note" means any Note, substantially in the form set
forth in Exhibit A-3 to the Indenture Supplement, designated therein as a Class
C(2002-1) Note and duly executed and authenticated in accordance with the
Indenture.
"Class C(2002-1) Noteholder" means a Person in whose name a Class
C(2002-1) Note is registered in the Note Register.
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"Class C(2002-1) Termination Date" means the earliest to occur of (a)
the Principal Payment Date on which the Outstanding Dollar Principal Amount of
the Class C(2002-1) Notes is paid in full, (b) the Legal Maturity Date and (c)
the date on which the Indenture is discharged and satisfied pursuant to Article
V thereof.
"Controlled Accumulation Amount" means $20,833,333.34; provided,
however, if the Accumulation Period Length is determined to be less than twelve
months pursuant to Section 3.12(b)(ii) of the Indenture Supplement, the
Controlled Accumulation Amount shall be the amount specified in the definition
of "Controlled Accumulation Amount" in the Indenture Supplement.
"Excess Spread Percentage" has the meaning specified in the Indenture
Supplement.
"Indenture" means the Indenture, dated as of May 1, 2002, between the
Issuer and the Indenture Trustee, as the same may be amended, supplemented,
restated or otherwise modified from time to time.
"Indenture Supplement" means the ONEseries Indenture Supplement, dated
as of May 1, 2002, between the Issuer, the Indenture Trustee and the Collateral
Agent, as amended, supplemented or restated from time to time.
"Initial Dollar Principal Amount" means $250,000,000.
"Interest Payment Date" means June 17, 2002 and the 15th day of each
month thereafter, or if such 15th day is not a Business Day, the next succeeding
Business Day.
"Interest Period" means, with respect to any Interest Payment Date, the
period from and including the previous Interest Payment Date (or in the case of
the initial Interest Payment Date, from and including the Issuance Date) to but
excluding such Interest Payment Date.
"Issuance Date" means May 1, 2002.
"Legal Maturity Date" means December 15, 2009.
"LIBOR" means, for any Interest Period, the London interbank offered
rate for one-month United States dollar deposits determined by the Trustee on
the LIBOR Determination Date for each Interest Period in accordance with the
provisions of Section 2.3.
"LIBOR Determination Date" means (1) April 29, 2002 for the period from
and including the Issuance Date through but excluding May 15, 2002, (2) May 13,
2002 for the
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period from and including May 15, 2002 through but excluding June 17, 2002 and
(3) for each interest period thereafter, the second London Business Day prior to
the commencement of the second and each subsequent Interest Period.
"London Business Day" means any Business Day on which dealings in
deposits in United States Dollars are transacted in the London interbank market.
"Note Interest Rate" means a rate per annum equal to 0.96% in excess of
LIBOR as determined by the Calculation Agent on the related LIBOR Determination
Date with respect to each Interest Period.
"Paying Agent" means ▇▇▇▇▇ Fargo Bank Minnesota, National Association.
"Portfolio Yield" has the meaning set forth in the Indenture
Supplement.
"Predecessor Note" means, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 3.06 of the Indenture in lieu of a
mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same
debt as the mutilated, lost, destroyed or stolen Note.
"Quarterly Excess Spread Percentage" means, (i) with respect to the
June 2002 Determination Date, the Excess Spread Percentage with respect to the
immediately preceding Monthly Period, (ii) with respect to the July 2002
Determination Date, the percentage equivalent of a fraction, the numerator of
which is the sum of the Excess Spread Percentages with respect to the
immediately preceding two Monthly Periods and the denominator of which is two,
and (iii) with respect to the August 2002 Determination Date and each
Determination Date thereafter, the percentage equivalent of a fraction the
numerator of which is the sum of the Excess Spread Percentages with respect to
the immediately preceding three Monthly Periods and the denominator of which is
three.
"Record Date" means, for any Note Transfer Date, the last Business Day
of the preceding Monthly Period.
"Reference Banks" means four major banks in the London interbank market
selected by the Beneficiary.
"Stated Principal Amount" means $250,000,000.
"Scheduled Principal Payment Date" means April 16, 2007.
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"Targeted Principal Deposit Amount" has the meaning specified in the
Indenture Supplement.
"Telerate Page 3750" means the display page currently so designated on
the Bridge Telerate Market Report (or such other page as may replace that page
on that service for the purpose of displaying comparable rates or prices).
"Tranche" has the meaning specified in the Indenture.
Section 1.2 Governing Law. THIS TERMS DOCUMENT WILL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
Section 1.3 Counterparts. This Terms Document may be executed in any
number of counterparts, each of which so executed will be deemed to be an
original, but all such counterparts will together constitute but one and the
same instrument.
Section 1.4 Ratification of Indenture and Indenture Supplement. As
supplemented by this Terms Document, each of the Indenture, the Asset Pool
Supplement and the Indenture Supplement is in all respects ratified and
confirmed and the Indenture as so supplemented by the Asset Pool Supplement and
the Indenture Supplement as so supplemented by this Terms Document shall be
read, taken and construed as one and the same instrument.
[END OF ARTICLE I]
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ARTICLE II
The Class C(2002-1) Notes
Section 2.1 Creation and Designation. There is hereby created a Tranche
of ONEseries Class C Notes to be issued pursuant to the Indenture and the
Indenture Supplement to be known as the "ONEseries Class C(2002-1) Notes."
Section 2.2 Interest Payment.
(a) For each Interest Payment Date, the amount of interest due
with respect to the Class C(2002-1) Notes shall be an amount equal to the
product of (i) (A) a fraction, the numerator of which is the actual number of
days in the related Interest Period and the denominator of which is 360, times
(B) the Note Interest Rate in effect with respect to the related Interest
Period, times (ii) the Outstanding Dollar Principal Amount of the Class
C(2002-1) Notes determined as of the close of business on the Interest Payment
Date preceding the related Note Transfer Date for the Class C(2002-1) Notes;
provided, however, that for the first Interest Payment Date, the amount of
interest due with respect to the Class C(2002-1) Notes shall be an amount equal
to the sum of (I) the product of (x) the Outstanding Dollar Principal Amount of
the Class C(2002-1) Notes on the Issuance Date, (y) 14 divided by 360 and (z)
the Note Interest Rate in effect with respect to the Class C(2002-1) Notes
determined on April 29, 2002 and (II) the product of (x) the Outstanding Dollar
Principal Amount of the Class C(2002-1) Notes on the Issuance Date, (y) 33
divided by 360 and (z) the Note Interest Rate in effect with respect to the
Class C(2002-1) Notes determined on May 13, 2002. Interest on the Class
C(2002-1) Notes will be calculated on the basis of the actual number of days
elapsed and a 360-day year.
(b) Pursuant to Section 3.03 of the Indenture Supplement, on each
Note Transfer Date, the Indenture Trustee shall deposit into the Class C(2002-1)
Interest Funding Sub-Account the portion of ONEseries Available Finance Charge
Collections allocable to the Class C(2002-1) Notes.
Section 2.3 Calculation Agent; Determination of LIBOR.
(a) The Issuer hereby agrees that for so long as any Class
C(2002-1) Notes are Outstanding, there shall at all times be an agent appointed
to calculate LIBOR for each Interest Period (the "Calculation Agent"). The
Issuer hereby initially appoints the Indenture Trustee as the Calculation Agent
for purposes of determining LIBOR for each Interest Period. The Calculation
Agent may be removed by the Issuer at any time. If the Calculation Agent is
unable or unwilling to act as such or is removed by the Issuer, or if the
Calculation Agent fails to determine LIBOR for an Interest Period, the Issuer
shall promptly appoint a replacement Calculation Agent that does not control or
is not controlled by or under common control with the Issuer or its Affiliates.
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The Calculation Agent may not resign its duties, and the Issuer may not remove
the Calculation Agent, without a successor having been duly appointed.
(b) On each LIBOR Determination Date, the Calculation Agent shall
determine LIBOR on the basis of the rate for deposits in United States dollars
for a one-month period which appears on Telerate Page 3750 or on such comparable
system as is customarily used to quote LIBOR as of 11:00 a.m., London time, on
such date. If such rate does not appear on Telerate Page 3750 or on a comparable
system as is customarily used to quote LIBOR the rate for that LIBOR
Determination Date shall be determined on the basis of the rates at which
deposits in United States dollars are offered by the Reference Banks at
approximately 11:00 a.m., London time, on that day to prime banks in the London
interbank market for a one-month period. The Calculation Agent shall request the
principal London office of each of the Reference Banks to provide a quotation of
its rate. If at least two such quotations are provided, the rate for that LIBOR
Determination Date shall be the arithmetic mean of the quotations. If fewer than
two quotations are provided as requested, the rate for that LIBOR Determination
Date will be the arithmetic mean of the rates quoted by major banks in New York
City, selected by the Beneficiary, at approximately 11:00 a.m., New York City
time, on that day for loans in United States dollars to leading European banks
for a one-month period.
(c) The Note Interest Rate applicable to the then current and the
immediately preceding Interest Periods may be obtained by telephoning the
Indenture Trustee at its corporate trust office at (▇▇▇) ▇▇▇-▇▇▇▇ or such other
telephone number as shall be designated by the Indenture Trustee for such
purpose by prior written notice by the Indenture Trustee to each Noteholder from
time to time.
(d) On each LIBOR Determination Date, the Calculation Agent shall
send to the Indenture Trustee and the Beneficiary, by facsimile transmission,
notification of LIBOR for the following Interest Period.
Section 2.4 Payments of Interest and Principal.
(a) Any installment of interest or principal, if any, payable on
any Class C(2002-1) Note which is punctually paid or duly provided for by the
Issuer and the Indenture Trustee on the applicable Interest Payment Date or
Principal Payment Date shall be paid by the Paying Agent to the Person in whose
name such Class C(2002-1) Note (or one or more Predecessor Notes) is registered
on the Record Date, by wire transfer of immediately available funds to such
Person's account as has been designated by written instructions received by the
Paying Agent from such Person not later than the close of business on the third
Business Day preceding the date of payment or, if no such account has been so
designated, by check mailed first-class, postage prepaid to such Person's
address as it appears on the Note Register on such Record Date, except that with
respect to Notes registered on the Record Date in the name of the nominee of
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Cede & Co., payment shall be made by wire transfer in immediately available
funds to the account designated by such nominee.
(b) The right of the Class C(2002-1) Noteholders to receive
payments from the Issuer will terminate on the first Business Day following the
Class C(2002-1) Termination Date.
Section 1.9 Targeted Amount to be on Deposit in the Class C Reserve
Sub-Account. The amount targeted, with respect to any Monthly Period, to be on
deposit in the Class C Reserve Sub-Account for the Class C(2002-1) Notes on the
Note Transfer Date in the immediately succeeding Monthly Period, will, on the
issuance date, be zero and, thereafter, will be an amount equal to the product
of (A) the Class C Reserve Account Percentage for such Monthly Period times (B)
the Initial Outstanding Dollar Principal Amount of the ONEseries Notes
(exclusive of (x) any Class or Tranche of ONEseries Notes which will be paid in
full on the applicable Payment Date for such Class or Tranche of ONEseries Notes
in the immediately succeeding Monthly Period and (y) any Class or Tranche of
ONEseries Notes which will have a Nominal Liquidation Amount of zero on the
applicable Payment Date for such Class or Tranche of ONEseries Notes in the
immediately succeeding Monthly Period) times (C) a fraction, the numerator of
which is the Nominal Liquidation Amount of the Class C(2002-1) Notes as of the
close of business on the last day of such Monthly Period (exclusive of the
amount deposited with respect to the Targeted Principal Deposit Amount on the
applicable Note Transfer Date for such Tranche of ONEseries Class C Notes in the
next succeeding Monthly Period) and the denominator of which is the Nominal
Liquidation Amount of all Class C Notes in the ONEseries as of the close of
business on the last day of such Monthly Period (exclusive of the amount
deposited with respect to the Targeted Principal Deposit Amount on the
applicable Note Transfer Date for all Tranches of ONEseries Class C Notes in the
next succeeding Monthly Period); provided however, that if an Early Redemption
Event or Event of Default occurs with respect to the Class C(2002-1) Notes, the
amount targeted to be on deposit will be the Initial Outstanding Dollar
Principal Amount of the Class C(2002-1) notes.
The Issuer may change the percentage and methodology set forth above
for calculating the amount targeted to be on deposit in the Class C Reserve
Sub-Account for the Class C(2002-1) Notes without the consent of any Noteholder
so long as the Issuer has (i) received written confirmation from each Note
Rating Agency that has rated any Outstanding Notes of the ONEseries that the
change in such percentage or formula will not result in a Ratings Effect with
respect to any Outstanding Class C(2002-1) Notes and (ii) delivered to the
Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion and an
Issuer Tax Opinion.
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Section 2.6 Form of Delivery of Class C(2002-1) Notes; Depository;
Denominations.
(a) The Class C(2002-1) Notes shall be delivered in the form of
Registered, Global Notes as provided in Sections 2.02 and 3.01(i) of the
Indenture, respectively.
(b) The Depository for the Class C(2002-1) Notes shall be The
Depository Trust Company, and the Class C(2002-1) Notes shall initially be
registered in the name of Cede & Co., its nominee.
(c) The Class C(2002-1) Notes will be issued in minimum
denominations of $1,000 and integral multiples of that amount.
Section 2.7 Delivery and Payment for the Class C(2002-1) Notes. The Issuer
shall execute and deliver the Class C(2002-1) Notes to the Indenture Trustee for
authentication, and the Indenture Trustee shall deliver the Class C(2002-1)
Notes when authenticated, each in accordance with Section 3.03 of the Indenture.
Section 2.8 Supplemental Indenture. The Issuer may enter into a
supplemental indenture with respect to the Class C(2002-1) Notes as provided in
Section 9.01 of the Indenture, provided, however, that any supplemental
indenture which provides for an additional or alternative form of credit
enhancement for the Class C(2002-1) Notes shall, in addition to the requirements
set forth in Section 9.01 of the Indenture, require confirmation from the Note
Rating Agencies that have rated any Outstanding Notes of the ONEseries that such
change in credit enhancement will not result in a Ratings Effect with respect to
any Outstanding Notes of the ONEseries.
Section 2.9 Appointment of co-Paying Agent and co-Transfer Agent. BDL is
appointed as co-paying agent and as co-transfer agent in Luxembourg with respect
to the Class C(2002-1) Notes for so long as the Class C(2002-1) Notes are listed
on the Luxembourg Stock Exchange. Any reference in this Terms Document, the
Indenture Supplement, the Asset Pool Supplement and the Indenture to the Paying
Agent or the Transfer Agent shall be deemed to include BDL as co-paying agent or
co-transfer agent, as the case may be, unless the context requires otherwise.
[END OF ARTICLE II]
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IN WITNESS WHEREOF, the parties hereto have caused this Terms Document
to be duly executed, all as of the day and year first above written.
BANK ONE ISSUANCE TRUST
By: FIRST USA BANK, NATIONAL ASSOCIATION,
as Beneficiary and not in its individual capacity
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: First Vice President
Attest:
▇▇▇▇▇ FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, as Indenture Trustee and Collateral Agent
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President
Attest:
TABLE OF CONTENTS
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ARTICLE I
Definitions and Other Provisions of General Application
Section 1.1 Definitions .............................................................. 1
Section 1.2 Governing Law ............................................................ 5
Section 1.3 Counterparts ............................................................. 5
Section 1.4 Ratification of Indenture and Indenture Supplement ....................... 5
ARTICLE II
The Class C(2002-1) Notes
Section 2.1 Creation and Designation ................................................. 6
Section 2.2 Interest Payment ......................................................... 6
Section 2.3 Calculation Agent; Determination of LIBOR ................................ 6
Section 2.4 Payments of Interest and Principal ....................................... 7
Section 2.5 Targeted Amount to be on Deposit in the Class C Reserve Sub-Account ...... 8
Section 2.6 Form of Delivery of Class C(2002-1) Notes; Depository; Denominationsss ... 8
Section 2.7 Delivery and Payment for the Class C(2002-1) Notes ....................... 9
Section 2.8 Supplemental Indenture ................................................... 9
Section 2.9 Appointment of co-Paying Agent and co-Transfer Agent ..................... 9