Exhibit 4.13
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BANK ONE ISSUANCE TRUST
as Issuer
CLASS A(2002-2) TERMS DOCUMENT
dated as of May 30, 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 A(2002-2) TERMS DOCUMENT (this "Terms Document"), by and
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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
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Wilmington Trust Company, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇, and ▇▇▇▇▇ FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national
banking association, as indenture trustee (the "Indenture Trustee") and
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collateral agent (the "Collateral Agent"), is made and entered into as of May
30, 2002.
Pursuant to this Terms Document, the Issuer and the Indenture
Trustee shall create a new Tranche of ONEseries Class A 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,
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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 A(2002-2) 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
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Indenture, dated as of May 1, 2002 among the Issuer, the Indenture Trustee and
the Collateral Agent, as amended, supplemented, restated or otherwise modified
from time to time.
"Base Rate" has the meaning specified in the Indenture Supplement.
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"BDL" means Banque de Luxembourg.
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"Class A(2002-2) Adverse Event" means the occurrence of any of the
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following: (a) an Early Amortization Event with respect to the Class A(2002-2)
Notes, (b) an Event of Default and acceleration of the Class A(2002-2) Notes,
(c) the Class A Usage of the Class B Required Subordinated Amount for the Class
A(2002-2) Notes becomes greater than zero or (d) the Class A Usage of the Class
C Required Subordinated Amount for the Class A(2002-2) Notes becomes greater
than zero.
"Class A(2002-2) Note" means any Note, substantially in the form
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set forth in Exhibit A-1 to the Indenture Supplement, designated therein as a
Class A(2002-2) Note and duly executed and authenticated in accordance with the
Indenture.
"Class A(2002-2) Noteholder" means a Person in whose name a Class
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A(2002-2) Note is registered in the Note Register.
"Class A(2002-2) Termination Date" means the earliest to occur of
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(a) the Principal Payment Date on which the Outstanding Dollar Principal Amount
of the Class A(2002-2) Notes is paid in full, (b) the Legal Maturity Date and
(c) the date on which the Indenture is discharged and satisfied pursuant to
Article V thereof.
"Class A Required Subordinated Amount of Class B Notes" is defined
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in Section 2.2(a).
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"Class A Required Subordinated Amount of Class C Notes" is defined
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in Section 2.2(b).
"Controlled Accumulation Amount" means $104,166,666.67; provided,
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however, if the Accumulation Period Length is determined to be less than twelve
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months pursuant to Section 3.12(b)(ii) of the Indenture Supplement, the
Controlled Accumulation Amount for any Note Transfer Date with respect to the
Class A(2002-2) Notes will be the amount specified in the definition of
"Controlled Accumulation Amount" in the Indenture Supplement.
"Excess Spread Percentage" has the meaning specified in the
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Indenture Supplement.
"Indenture" means the Indenture, dated as of May 1, 2002, between
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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,
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dated as of May 1, 2002, between the Issuer, the Indenture Trustee and the
Collateral Agent, as the same may be amended, supplemented, restated or
otherwise modified from time to time.
"Initial Dollar Principal Amount" means $1,250,000,000.
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"Interest Payment Date" means June 17, 2002 and the 15/th/ day of
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each month thereafter, or if such 15/th/ day is not a Business Day, the next
succeeding Business Day.
"Interest Period" means, with respect to any Interest Payment Date,
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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 30, 2002.
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"Legal Maturity Date" means January 15, 2008.
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"Note Interest Rate" means a rate per annum equal to 4.16%.
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"Paying Agent" means ▇▇▇▇▇ Fargo Bank Minnesota, National
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Association.
"Portfolio Yield" has the meaning specified in the Indenture
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Supplement.
"Predecessor Note" means, with respect to any particular Note,
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every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note; and,
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for the purpose of this definition, any Note authenticated and delivered under
Section 3.06 of the Indenture in lieu of a mutilated, lost, destroyed or stolen
Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed
or stolen Note.
"Record Date" means, for any Note Transfer Date, the last Business
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Day of the preceding Monthly Period.
"Scheduled Principal Payment Date" means May 16, 2005.
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"Stated Principal Amount" means $1,250,000,000.
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"Tranche" has the meaning specified in the Indenture.
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Section 1.2 Governing Law. THIS TERMS DOCUMENT WILL BE CONSTRUED IN
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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
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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
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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 A(2002-2) Notes
Section 1.5 Creation and Designation. There is hereby created a Tranche of
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ONEseries Class A Notes to be issued pursuant to the Indenture and the Indenture
Supplement to be known as the "ONEseries Class A(2002-2) Notes."
Section 1.6 Specification of Required Subordinated Amount and Other Terms.
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(a) For the Class A(2002-2) Notes for any date of determination, the
Class A Required Subordinated Amount of Class B Notes will be an amount equal to
8.47953% of (i) prior to the occurrence of a Class A(2002-2) Adverse Event, the
Adjusted Outstanding Dollar Principal Amount of the Class A(2002-2) Notes on
such date of determination or (ii) on and after the date on which a Class
A(2002-2) Adverse Event shall have occurred, the greater of (1) the Adjusted
Outstanding Dollar Principal Amount of the Class A(2002-2) Notes on such date of
determination and (2) the Adjusted Outstanding Dollar Principal Amount of the
Class A(2002-2) Notes as of the close of business on the day immediately
preceding the date on which such Class A(2002-2) Adverse Event shall have
occurred.
(b) For the Class A(2002-2) Notes for any date of determination, the
Class A Required Subordinated Amount of Class C Notes will be an amount equal to
8.47953% of (i) prior to the occurrence of a Class A(2002-2) Adverse Event, the
Adjusted Outstanding Dollar Principal Amount of the Class A(2002-2) Notes on
such date or (ii) on and after the date on which a Class A(2002-2) Adverse Event
shall have occurred, the greater of (1) the Adjusted Outstanding Dollar
Principal Amount of the Class A(2002-2) Notes on such date of determination and
(2) Adjusted Outstanding Dollar Principal Amount of the Class A(2002-2) Notes as
of the close of business on the day immediately preceding the date on which such
Class A(2002-2) Adverse Event shall have occurred.
(c) The Issuer may change the percentages or the formulas set forth
in either clause (a) or (b) above without the consent of any Noteholder so long
as the Issuer has (i) received written confirmation from each Note Rating Agency
that has rated any Outstanding Class A(2002-2) Notes of the ONEseries that the
change in either of such percentages or formulas, as applicable, will not result
in a Ratings Effect with respect to any Outstanding Class A(2002-2) Notes and
(ii) delivered to the Indenture Trustee and the Note Rating Agencies a Master
Trust Tax Opinion and an Issuer Tax Opinion.
Section 1.7 Interest Payment.
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(a) For each Interest Payment Date, the amount of interest due with
respect to the Class A(2002-2) Notes shall be an amount equal to one-twelfth of
the product of (i) the Note Interest Rate, and (ii) the Outstanding Dollar
Principal Amount of the Class A(2002-2) Notes
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determined as of the close of business on the Interest Payment Date preceding
the related Note Transfer Date for the Class A(2002-2) Notes; provided, however,
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that for the first Interest Payment Date the amount of interest due is
$2,166,666.67. Interest on the Class A(2002-2) Notes will be calculated on the
basis of a 360-day year consisting of twelve 30-day months.
(b) Pursuant to Section 3.03 of the Indenture Supplement, on each
Note Transfer Date with respect to the Class A(2002-2) Notes, the Indenture
Trustee shall deposit into the Class A(2002-2) Interest Funding Sub-Account the
portion of ONEseries Available Finance Charge Collections allocable to the Class
A(2002-2) Notes.
Section 2.4 [Reserved]
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Section 2.5 Payments of Interest and Principal.
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(a) Any installment of interest or principal payable on any Class
A(2002-2) 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 A(2002-2) Note (or one or more Predecessor Notes) is registered on the
Record Date, by wire transfer of immediately available funds to such Person's
account as has been designated by written instructions received by the Paying
Agent from such Person not later than the close of business on the third
Business Day preceding the date of payment or, if no such account has been so
designated, by check mailed first-class, postage prepaid to such Person's
address as it appears on the Note Register on such Record Date, except that with
respect to Notes registered on the Record Date in the name of the nominee of
Cede & Co., payment shall be made by wire transfer in immediately available
funds to the account designated by such nominee.
(b) The right of the Class A(2002-2) Noteholders to receive payments
from the Issuer will terminate on the first Business Day following the Class
A(2002-2) Termination Date.
Section 2.6 Form of Delivery of Class A(2002-2) Notes; Depository;
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Denominations.
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(a) The Class A(2002-2) Notes shall be delivered in the form of a
global Registered Note as provided in Sections 2.02 and 3.01(i) of the
Indenture, respectively.
(b) The Depository for the Class A(2002-2) Notes shall be The
Depository Trust Company, and the Class A(2002-2) Notes shall initially be
registered in the name of Cede & Co., its nominee.
(c) The Class A(2002-2) Notes will be issued in minimum
denominations of $1,000 and integral multiples of that amount.
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Section 2.7 Delivery and Payment for the Class A(2002-2) Notes. The Issuer
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shall execute and deliver the Class A(2002-2) Notes to the Indenture Trustee for
authentication, and the Indenture Trustee shall deliver the Class A(2002-2)
Notes when authenticated, each in accordance with Section 3.03 of the Indenture.
Section 2.8 Supplemental Indenture. The Issuer may enter into a
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supplemental indenture with respect to the Class A(2002-2) Notes as provided in
Section 9.01 of the Indenture, provided, however, that any supplemental
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indenture which provides for an additional or alternative form of credit
enhancement for the Class A(2002-2) 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
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appointed as co-paying agent and as co-transfer agent in Luxembourg with respect
to the Class A(2002-2) Notes for so long as the Class A(2002-2) 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
▇▇▇▇▇ FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
as Indenture Trustee and Collateral Agent
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President
TABLE OF CONTENTS
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PAGE
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ARTICLE I
Definitions and Other Provisions of General Application
Section 1.1 Definitions .....................................................................1
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Section 1.2 Governing Law ...................................................................4
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Section 1.3 Counterparts ....................................................................4
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Section 1.4 Ratification of Indenture and Indenture Supplement ..............................4
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ARTICLE II
The Class A(2002-2) Notes
Section 2.1 Creation and Designation ........................................................5
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Section 2.2 Specification of Required Subordinated Amount and Other Terms ...................5
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Section 2.3 Interest Payment ................................................................6
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Section 2.4 [Reserved] ......................................................................7
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Section 2.5 Payments of Interest and Principal ..............................................7
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Section 2.6 Form of Delivery of Class A(2002-2) Notes; Depository; Denominations ............8
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Section 2.7 Delivery and Payment for the Class A(2002-2) Notes ..............................8
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Section 2.8 Supplemental Indenture ..........................................................8
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Section 2.9 Appointment of co-Paying Agent and co-Transfer Agent ............................8
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