SECURITIES AND EXCHANGE COMMISSION
washington, d.c. 20549
:
_________
FORM 8-k
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
March 28, 1996
Date of Earliest Event Reported
CHEVY CHASE MASTER CREDIT CARD TRUST II
(Exact Name of Registrant as Specified in Charter)
Maryland 33-99334 52-0897004
(State or Other Jurisdiction of Incorporation)
(Commission File Number) (IRS Employer Identification No.)
c/o Chevy Chase Bank, F.S.B., as Servicer
8401 Connecticut Avenue
Chevy Chase Maryland 20815
(Address of Principal Executive Offices) (Zip Code)
Servicer's telephone number, including area code: (301) 986-7000
Exhibit Index is located on page 4.Item 5. Other Events.
The Pooling and Servicing Agreement dated as of June 1, 1995,
relating to the
Chevy Chase Master Credit Card Trust II (the "Agreement"), was
amended by the
Second Amendment to the Agreement dated as of July 1, 1996. The
Agreement
previously was amended by a First Amendment to the Agreement
dated as of
March 28, 1996.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits
Exhibit No. Exhibit
Exhibit 4.5 -- First Amendment to the Pooling and
Servicing Agreement relating to Chevy
Chase Master Credit Card Trust II
Exhibit 4.6 -- Second Amendment to the Pooling and
Servicing Agreement relating to Chevy
Chase Master Credit Card Trust II
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the
registrant has duly caused this report to be signed on its
behalf by the
undersigned hereunto duly authorized.
CHEVY CHASE MASTER CREDIT CARD TRUST II
By CHEVY CHASE BANK, F.S.B., as Servicer
Date: August 14, 1996 By /s/ Mark A. Holles Mark A. Holles
Vice President
INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
4.5 First Amendment to the Pooling and Servicing 5
Agreement relating to Chevy Chase Master
Credit Card Trust II
4.6 Second Amendment to the Pooling and Servicing 10
Agreement relating to Chevy Chase Master
Credit Card Trust II
Exhibit 4.5
FIRST AMENDMENT
TO
THE CHEVY CHASE MASTER CREDIT CARD TRUST II
POOLING AND SERVICING AGREEMENT
THIS FIRST AMENDMENT TO THE CHEVY CHASE MASTER CREDIT CARD
TRUST II POOLING AND SERVICING AGREEMENT, dated as of March 28,
1996 (this "First Amendment") is by and among CHEVY CHASE BANK,
F.S.B.,
a federally chartered stock savings bank, as Transferor and
Servicer, CCB
HOLDING CORPORATION, a Delaware corporation, as Transferor, and
BANKERS TRUST COMPANY, as Trustee under the Pooling and Servicing
Agreement dated as of June 1, 1995, among Chevy Chase Bank,
F.S.B., as
Transferor and Servicer, CCB Holding Corporation, as Transferor,
and the Trustee
(the "Agreement").
WHEREAS Section 13.01(a) of the Agreement permits amendment of
the
Agreement or any Supplement on the terms and conditions therein
specified;
WHEREAS the Transferors and the Trustee wish to amend the
Agreement and
certain of the Supplements thereto as provided herein;
NOW THEREFORE, in consideration of the premises and the
agreements
contained herein, the parties hereto agree as follows:
SECTION 1. Amendment of Section 2.07(c). Section 2.07(c) of the
Agreement
shall be amended by adding the following sentence at the end of
such Section:
Notwithstanding the foregoing or any provision of this Agreement
(including
without limitation those cited in this Section 2.07(c)), until
the beginning of the
second taxable year of CCB Holding Corporation following the
termination of
Master Trust I, as hereinafter defined, the portion of the
Transferor's Interest
represented by the Bank Certificate (or any interest therein)
may not be
transferred, assigned, exchanged or otherwise conveyed or
pledged, hypothecated
or otherwise subjected to any security interest (by operation of
law or otherwise),
to the extent of the greater of (i) a portion thereof
representing the right to 2% of
the Principal Receivables and Finance Charge Receivables and
(ii) that
percentage of the interest represented by the Bank Certificate
necessary to make
the sum of (a) such percentage of the amount of Principal
Receivables to which
such Bank Certificate is entitled and (b) the amount of
"Principal Receivables"
(as defined in the Amended and Restated Pooling and Servicing
Agreement,
dated as of August 1, 1994, among Chevy Chase Bank, F.S.B., as
Seller and
Servicer and Bankers Trust Company, as Trustee, as amended and
supplemented,
(the "Master Trust I Pooling Agreement"), the master trust
created thereby being
"Master Trust I") represented by the "Nontransferable Seller's
Interest" (as
defined in the Master Trust I Pooling Agreement) in Master Trust
I equal to 25%
of the aggregate amount of (x) the Principal Receivables in
Master Trust I and
the trust created by this Agreement, as amended and
supplemented, ("Master
Trust II") and (y) the aggregate amounts held in any Spread
Account, Principal
Funding Account, Special Funding Account, reserve account or
similar account
in Master Trust I or Master Trust II reduced by (z) the
aggregate Invested
Amount for all series of Certificates in Master Trust I or
Master Trust II with
respect to which an Opinion of Counsel was given at the time of
their
issuance, or is given, to the effect that such Certificates will
be treated as debt
for federal income tax purposes (the "Nontransferable Bank
Interest"), and
any such transfer, assignment, exchange or other conveyance or
pledge,
hypothecation or grant of a security interest in the
Nontransferable Bank
Interest shall be null and void; provided, however, that this
prohibition shall
not preclude any transfer of the Nontransferable Bank Interest
in accordance
with any transaction permitted by Section 7.02 or 7.05 of this
Agreement and
as provided in Section 2.09(f) and 6.03 of this Agreement, in
each case, so
long as the written consent of each of the following Persons,
which consent
may be granted or withheld in the sole discretion of each such
Person (the
"Consent"), is obtained prior to the transfer: (1) the Consent
of the
Transferors, in their capacity as owner of the "Bank
Certificate" as defined
in this Agreement, or any successor owner of an interest in such
Bank
Certificate, (2) the Consent of CCB Holding Corporation, in its
capacity as
owner of the "Seller Certificate" as defined in the Master Trust
I Pooling
Agreement, or any successor owner of an interest in such Seller
Certificate,
and (3) the Consent of the trustee under the Chevy Chase 1996-A
Spread
Account Trust, on behalf of such trust, and confirmation that
such trustee
has obtained the Consent of "RACES Certificateholders" owning
not less
than 51 % of the "undivided interest" in the "outstanding
principal amount"
of the "RACES Certificates" as defined in the Chevy Chase 1996-A
Spread
Account Trust Agreement among Chevy Chase Bank, F.S.B., CCB
Holding
Corporation, Bankers Trust Company and Marine Midland Bank dated
as of
March 28, 1996. Further, the Transferors owning the Bank
Certificate shall
retain all of their respective rights and obligations as
Transferor and owner
of the Bank Certificate under the Agreement, as amended and
supplemented,
and such rights shall not be assigned nor shall such obligations
be assumed,
except insofar as a transfer of an interest in the Bank
Certificate is otherwise
permitted under the Agreement including the provisions of the
preceding
sentence and such rights inhere in ownership of the Bank
Certificate.
SECTION 2. Amendment of Section 2.08(b)(ii). Section
2.08(b)(ii) of the
Agreement shall be amended by deleting the current Section
2.08(b)(ii) and
substituting in its place the following:
(ii) conduct its affairs strictly in accordance with its
Certificate of
Incorporation, dated as of September 28, 1994, as amended on
March 30,
1995, June 22, 1995 and March 28, 1996;
SECTION 3. Addition of Section 8.09. The following Section
8.09 shall be
added to the Agreement:
Section 8.09. Custodial Agreement. The Servicer shall enter
into, and act as
servicer under, the Custodial Agreement, dated as of March 28,
1996 (the
"Custodial Agreement"), among the Servicer, the Transferors,
Bankers Trust
Company, as trustee of Chevy Chase 1996-A Spread Account Trust,
and
Bankers Trust Company, as custodian. Additionally, any
Successor Servicer
appointed in accordance with Section 10.02 shall succeed to the
rights and
obligations of the servicer under the Custodial Agreement.
SECTION 4. Amendment of Series 1995-A Supplement, Series 1995-B
Supplement and Series 1995-C Supplement. Each of the Series
1995-A
Supplement, dated as of June 1, 1995, the Series 1995-B
Supplement, dated
as of September 1, 1995, and the Series 1995-C Supplement, dated
as of
December 1, 1995, shall be amended by deleting the current
definition of
"Loan Agreement" and substituting in its place the following:
"Loan Agreement" shall mean the agreement among the Transferors,
the
Trustee and the Cash Collateral Depositor, dated as of the
Closing Date, as
amended by the First Amendment to the Loan Agreement, dated as
of March
28, 1996.
SECTION 5. Effectiveness. The amendments provided for by this
First
Amendment shall become effective as of the day and year first
above written
upon the occurrence of each of the following events:
(a) the Rating Agency Condition shall have been satisfied with
respect to this
First Amendment;
(b) the Transferors shall each have delivered to the Trustee an
Officer's
Certificate to the effect that such Transferor reasonably
believes that the
amendments to the Agreement and the Supplements effected by this
First
Amendment will not adversely affect in any material respect the
interests of
any Investor Certificateholder;
(c) the Servicer shall have delivered to the Trustee and any
Series Enhancer
entitled thereto pursuant to the relevant Supplement an Opinion
of Counsel
pursuant to Section 13.02(d)(i) of the Agreement to the effect
specified in
Exhibit H-1 of the Agreement; and
(d) the Trustee and the Transferors shall have received
counterparts of this
First Amendment, duly executed by the parties hereto.
SECTION 6. Agreement in Full Force and Effect as Amended.
Except as
specifically amended hereby, all of the terms and conditions of
the Agreement
shall remain in full force and effect. All references to the
Agreement and the
Supplements in any other document or instrument shall be deemed
to mean the
Agreement and the Supplements as amended by this First
Amendment. This
First Amendment shall not constitute a novation of the Agreement
and the
Supplements, but shall constitute an amendment thereof.
SECTION 7. Counterparts. This First Amendment may be executed
in any
number of counterparts and by separate parties hereto on
separate counterparts,
each of which when executed shall be deemed an original, but all
such
counterparts taken together shall constitute one and the same
instrument.
SECTION 8. Governing Law. THIS FIRST AMENDMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH 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.
SECTION 9. Defined Terms. Capitalized terms used herein and
not otherwise
defined shall have the meanings assigned to such terms in the
Agreement.
IN WITNESS WHEREOF, Chevy Chase Bank, F.S.B., CCB Holding
Corporation and the Trustee have caused this First Amendment to
be duly
executed by their respective officers as of the day and year
first above written.
CHEVY CHASE BANK, F.S.B.,
as Transferor and Servicer
By: /s/ Joel A. Friedman
Name: Joel A. Friedman
Title: Senior Vice President and Controller
CCB HOLDING CORPORATION,
as Transferor
By: /s/ Jessica L. Parker
Name: Jessica L. Parker
Title: President
BANKERS TRUST COMPANY
as Trustee
By: /s/ Louis Bodi
Name: Louis Bodi
Title: Assistant Vice President
Exhibit 4.6
SECOND AMENDMENT
TO
THE CHEVY CHASE MASTER CREDIT CARD TRUST ii
POOLING AND SERVICING AGREEMENT
THIS SECOND AMENDMENT TO THE CHEVY CHASE MASTER
CREDIT CARD TRUST II POOLING AND SERVICING AGREEMENT,
dated as of July 1, 1996 (this "Second Amendment") is by and
among
CHEVY CHASE BANK, F.S.B., a federally chartered stock savings
bank, as
Transferor and Servicer, CCB HOLDING CORPORATION, a Delaware
corporation, as Transferor, and BANKERS TRUST COMPANY, as Trustee
under the Pooling and Servicing Agreement dated as of June 1,
1995, among
Chevy Chase Bank, F.S.B., as Transferor and Servicer, CCB
Holding Corporation,
as Transferor, and the Trustee as amended by the First Amendment
to the Chevy
Chase Master Credit Card Trust II Pooling and Servicing
Agreement dated as of
March 28, 1996 (as amended and supplemented as of the date
hereof and from time
to time hereafter, the "Agreement").
WHEREAS Section 13.01(a) of the Agreement permits amendment of
the
Agreement on the terms and conditions therein specified;
WHEREAS the Transferors and the Trustee wish to amend the
Agreement as
provided herein;
NOW THEREFORE, in consideration of the premises and the
agreements
contained herein, the parties hereto agree as follows:
SECTION 1. Addition of Section 6.16. Article VI of the
Agreement shall be
amended by adding the following Section 6.16 to the end of
ARTICLE VI:
Section 6.16. Minimum Interest. Except as otherwise provided
in the second
sentence of this Section 6.16, and notwithstanding any other
provision of this
Agreement, each interest in the Trust or the Trust Assets, as
the case may be,
(i) shall have an initial offering price of at least $20,000,
and (ii) may not be
subdivided for resale into interests the initial offering price
of which would have
been less than $20,000. The preceding sentence shall not apply
to any interest
in the Trust represented by any series or class of Investor
Certificates, or any
other interest in the Trust or the Trust Assets, as applicable,
as to which a
Transferor shall have provided to the Trustee an Opinion of
Counsel dated as of
the date of issuance of such series, class or other interest
(or, at the Transferor's
option, at a later date) to the effect that such series, class
or other interest will
be treated as debt or otherwise not an equity interest in the
Trust or the Trust
Assets, as applicable, for federal income tax purposes.
SECTION 2 Effectiveness. The amendments provided for by this
Second
Amendment shall become effective as of the day and year first
above written
upon the occurrence of each of the following events:
(a) the Rating Agency Condition shall have been satisfied with
respect to
this Second Amendment.
(b) the Transferors shall each have delivered to the Trustee an
Officer's
Certificate to the effect that such Transferor reasonably
believes that the
amendment to the Agreement effected by this Second Amendment
will not
adversely affect in any material respect the interests of any
Investor
Certificateholder,
(c) the Servicer shall have delivered to the Trustee and any
Series Enhancer
entitled thereto pursuant to the relevant Supplement an Opinion
of Counsel
pursuant to Section 13.02(d)(i) of the Agreement to the effect
specified in
Exhibit H-1 of the Agreement, and
(d) the Trustee, the Transferors and the Servicer shall have
received
counterparts of this Second Amendment, duly executed by the
parties hereto.
SECTION 3. Agreement in Full Force and Effect as Amended.
Except as
specifically amended hereby, all of the terms and conditions of
the Agreement
shall remain in full force and effect. All references to the
Agreement in any
other document or instrument shall be deemed to mean the
Agreement as
amended by this Second Amendment. This Second Amendment shall
not
constitute a novation of the Agreement, but shall constitute an
amendment
thereof.
SECTION 4. Counterparts. This Second Amendment may be executed
in
any number of counterparts and by separate parties hereto on
separate
counterparts, each of which when executed shall be deemed an
original, but
all such counterparts taken together shall constitute one and
the same
instrument.
SECTION 5. Governing Law. THIS SECOND AMENDMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH 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.
SECTION 6. Defined Terms. Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms
in the
Agreement.IN WITNESS WHEREOF, the Transferors, the Servicer and
the
Trustee have caused this Second Amendment to be duly executed by
their
respective officers as of the day and year first above written.
CHEVY CHASE BANK, F.S.B.,
as Transferor and Servicer
By: /s/ Mark A. Holles
Mark A. Holles
Vice President and Assistant Treasurer
CCB HOLDING CORPORATION,
as Transferor
By: /s/ Jessica L. Parker
Jessica L. Parker
President
BANKERS TRUST COMPANY,
as Trustee
By: /s/ Melissa Kaye-Adelson
Melissa Kaye-Adelson
Vice President
