Exhibit 1.3
CHASE CREDIT CARD OWNER TRUST 2000-3
UNDERWRITING AGREEMENT
(Standard Terms)
September 27, 2000
Chase Securities Inc.
On behalf of itself and J.P. Morgan Securities Inc.
as Representatives of the Underwriters of the
Class A Notes and on behalf of itself and
Salomon Smith Barney Inc. as the Underwriters
of the Class B Notes and the Class C Notes
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
Chase Manhattan Bank USA, National Association (the "Bank"),
proposes to form the Chase Credit Card Owner Trust 2000-3 (the "Owner Trust")
to sell the Floating Rate Asset Backed Notes designated in the applicable
Terms Agreement (as hereinafter defined)(the "Notes"). The Notes will be
issued pursuant to an Indenture (the "Indenture") between the Owner Trust and
the Indenture Trustee as described in the applicable Terms Agreement (the
"Indenture Trustee"). The Notes designated in the applicable Terms Agreement
will be sold in a public offering through the underwriters listed on Schedule
I to the applicable Terms Agreement (the "Underwriters"). Notes of any Series
sold to the Underwriters shall be sold pursuant to a Terms Agreement by and
between the Bank and the Underwriters, a form of which is attached hereto as
Exhibit A (a "Terms Agreement"), which incorporates by reference this
Underwriting Agreement (the "Agreement," which may include the applicable
Terms Agreement if the context so requires). Notes sold pursuant to any
Terms Agreement may include the benefits of a letter of credit, cash
collateral guaranty or account, collateral interest, surety bond, insurance
policy, spread account, reserve account or other similar arrangement for the
benefit of the Noteholders of such Series. The term "Applicable Terms
Agreement" means the Terms Agreement dated the date hereof.
Each Note will represent an obligation of the Owner Trust. The
assets of the Owner Trust will include the Series Certificate which will be
issued by the Chase Credit Card Master Trust (the "Master Trust")
concurrently with the issuance of the Notes, the Owner Trust Spread Account
and the Note Distribution Account. Each Series Certificate will represent a
specified percentage undivided interest in the Master Trust. The Series
Certificate will be issued in the aggregate principal amount specified in the
Terms Agreement pursuant to a Third Amended and Restated Pooling and
Servicing Agreement, dated as of November 15, 1999 (as amended and
supplemented as of the date hereof, the "Master Pooling and Servicing
Agreement") by and between the Bank, as Transferor and Servicer, and The Bank
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of New York, as trustee (the "Master Trust Trustee"), as supplemented by the
Series Supplement specified in the Terms Agreement (the "Supplement" and
together with the Master Pooling and Servicing Agreement, the "Pooling and
Servicing Agreement"), by and between the Bank and the Master Trust Trustee.
The Series Certificate will be deposited into the Owner Trust by the Bank, as
Depositor, pursuant to a deposit and administration agreement between the
Bank and the Owner Trust (the "Deposit and Administration Agreement") on or
before the Closing Date. The assets of the Master Trust include, among other
things, certain amounts due on a portfolio of MasterCard (Registered
Trademark) and VISA (Registered Trademark) revolving credit card accounts of
the Bank (the "Receivables"). To the extent not defined herein, capitalized
terms used herein have the meanings assigned to such terms in the Indenture.
Unless otherwise stated herein or in the applicable Terms Agreement, as the
context otherwise requires or if such term is otherwise defined in the
Indenture, each capitalized term used or defined herein or in the applicable
Terms Agreement shall relate only to the Notes designated in the applicable
Terms Agreement and no other Notes issued by the Trust.
Section 1. Representations and Warranties of the Bank. Upon the
execution of the applicable Terms Agreement, the Bank represents and warrants
to the Underwriters that:
(a) The Bank has prepared and filed with the Securities and
Exchange Commission (the "Commission") in accordance with the provisions
of the Securities Act of 1933, as amended, and the rules and regulations
of the Commission thereunder (collectively, the "Act"), a registration
statement on Form S-3 (having the registration number stated in the
applicable Terms Agreement), including a form of prospectus, relating to
the Series Certificate and the Notes. Such registration statement, as
amended at the time it was declared effective by the Commission,
including all material incorporated by reference therein, including all
information contained in any Additional Registration Statement (as
defined herein) and deemed to be part of such registration statement as
of the time such Additional Registration Statement (if any) was declared
effective by the Commission pursuant to the General Instructions of the
Form on which it was filed and including all information (if any) deemed
to be a part of such registration statement as of the time it was
declared effective by the Commission pursuant to Rule 430A(b) ("Rule
430A(b)") under the Act (such registration statement, the "Initial
Registration Statement") has been declared effective by the Commission.
If any post-effective amendment has been filed with respect to the
Initial Registration Statement, prior to the execution and delivery of
the applicable Terms Agreement, the most recent such amendment has been
declared effective by the Commission. If (i) an additional registration
statement, including the contents of the Initial Registration Statement
incorporated by reference therein and including all information (if any)
deemed to be a part of such additional registration statement pursuant
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to Rule 430A(b)(the "Additional Registration Statement") relating to the
Series Certificate and the Notes has been filed with the Commission
pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so filed,
has become effective upon filing pursuant to Rule 462(b), then the
Series Certificate and the Notes have been duly registered under the Act
pursuant to the Initial Registration Statement and such Additional
Registration Statement or (ii) an Additional Registration Statement is
proposed to be filed with the Commission pursuant to Rule 462(b) and
will become effective upon filing pursuant to Rule 462(b), then upon
such filing the Series Certificate and the Notes will have been duly
registered under the Act pursuant to the Initial Registration Statement
and such Additional Registration Statement. If the Bank does not propose
to amend the Initial Registration Statement or, if an Additional
Registration Statement has been filed and the Bank does not propose to
amend it and if any post-effective amendment to either such registration
statement has been filed with the Commission prior to the execution and
delivery of the applicable Terms Agreement, the most recent amendment
(if any) to each such registration statement has been declared effective
by the Commission or has become effective upon filing pursuant to Rule
462(c) under the Act or, in the case of any Additional Registration
Statement, Rule 462(b). The Initial Registration Statement and any
Additional Registration Statement are hereinafter referred to
collectively as the "Registration Statements" individually as a
"Registration Statement." Copies of the Registration Statements,
together with any post-effective amendments have been furnished to the
Underwriters. The Bank proposes to file with the Commission pursuant to
Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus
Supplement") to the form of prospectus included in a Registration
Statement (such prospectus, in the form it appears in a Registration
Statement or in the form most recently revised and filed with the
Commission pursuant to Rule 424 is hereinafter referred to as the "Basic
Prospectus") relating to the Series Certificate and the Notes and the
plan of distribution thereof. The Basic Prospectus and the Prospectus
Supplement, together with any amendment thereof or supplement thereto,
is hereinafter referred to as the "Final Prospectus." Except to the
extent that the Underwriters shall agree in writing to a modification,
the Final Prospectus shall be in all substantial respects in the form
furnished to the Underwriters prior to the execution of the relevant
Terms Agreement, or to the extent not completed at such time, shall
contain only such material changes as the Bank has advised the
Underwriters, prior to such time, will be included therein. Any
preliminary form of the Prospectus Supplement which has heretofore been
filed pursuant to Rule 424 is hereinafter called a "Preliminary Final
Prospectus;"
(b) The Initial Registration Statement, including such amendments
thereto as may have been required on the date of the applicable Terms
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Agreement, and the Additional Registration Statement (if any), relating
to the Series Certificate or Notes, have been filed with the Commission
and such Initial Registration Statement as amended, and the Additional
Registration Statement (if any), have become effective. No stop order
suspending the effectiveness of the Initial Registration Statement or
the Additional Registration Statement (if any) has been issued and no
proceeding for that purpose has been instituted or, to the knowledge of
the Bank, threatened by the Commission;
(c) The Initial Registration Statement conforms, and any amendments
or supplements thereto and the Final Prospectus will conform, in all
material respects to the requirements of the Act and the Trust Indenture
Act of 1939 and the Rules and Regulations thereunder, and do not and
will not, as of the applicable effective date as to the Initial
Registration Statement and any amendment thereto, as of the applicable
filing date as to the Final Prospectus and any supplement thereto, and
as of the Closing Date, contain an untrue. Chase Securities Inc.
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading, and the Additional Registration Statement (if any) and the
Initial Registration Statement conform, in all material respects to the
requirements of the Act, and do not and will not, as of the applicable
effective date as to the Additional Registration Statement, contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that this representation and
warranty shall apply only during the period that a prospectus relating
to the Notes or the Series Certificate is required to be delivered under
the Act by dealers in connection with the initial public offering of
such Series Certificate or Notes (such period being hereinafter
sometimes referred to as the "prospectus delivery period"); provided,
further, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Bank by or on behalf of the
Underwriters specifically for use in connection with the preparation of
a Registration Statement and the Final Prospectus;
(d) As of the Closing Date, the representations and warranties of
the Bank, as Transferor, in the Pooling and Servicing Agreement and the
Supplement and as Depositor in the Deposit and Administration Agreement
will be true and correct;
(e) The Bank has been duly organized and is validly existing as a
national bank in good standing under the laws of the United States, with
power and authority to own its properties and conduct its business as
described in the Final Prospectus, and has been duly qualified as a
foreign corporation for the transaction of business and is in good
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standing under the laws of each other jurisdiction in which it owns or
leases properties, or conducts any business, so as to require such
qualification, other than where the failure to be so qualified or in
good standing would not have a material adverse effect on the condition
(financial or otherwise), results of operations, business or prospects
of the Bank and its subsidiaries, taken as a whole;
(f) The Series Certificate has been duly authorized, and, when
issued and delivered pursuant to the Pooling and Servicing Agreement,
duly authenticated by the Master Trust Trustee and deposited into the
Owner Trust in exchange for the Notes, will be duly and validly
executed, issued and delivered and entitled to the benefits provided by
the Pooling and Servicing Agreement and the Supplement; the Notes have
been duly authorized, and, when executed, duly authenticated by the
Indenture Trustee and delivered pursuant to the Indenture, and paid for
by the Underwriters in accordance with the terms of the Indenture and
the applicable Terms Agreement, the Notes will be duly and validly
executed, issued and delivered and will constitute legal, valid and
binding obligations of the Owner Trust, enforceable against the Owner
Trust in accordance with their terms, except to the extent that the
enforceability thereof may be subject to bankruptcy, insolvency,
reorganization, conservatorship, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights as such laws would
apply in the event of the insolvency, liquidation or reorganization or
other similar occurrence with respect to the Owner Trust or in the event
of any moratorium or similar occurrence affecting the Owner Trust and
to general principles of equity; and the Series Certificate, the Pooling
and Servicing Agreement, the Supplement, the Notes and the Indenture
conform to the descriptions thereof in the Final Prospectus in all
material respects;
(g) When executed and delivered by the parties thereto, the Owner
Trust Agreement will constitute a legal, valid and binding obligation of
the Bank, enforceable against the Bank in accordance with its terms,
except to the extent that the enforceability thereof may be subject to
bankruptcy, insolvency, reorganization, conservatorship, moratorium or
other similar laws now or hereafter in effect relating to creditors'
rights as such laws would apply in the event of the insolvency,
liquidation or reorganization or other similar occurrence with respect
to the Bank or in the event of any moratorium or similar occurrence
affecting the Bank and to general principles of equity;
(h) No consent, approval, authorization or order of, or filing
with, any court or governmental agency or body is required to be
obtained or made by the Bank for the consummation of the transactions
contemplated by this Agreement, the applicable Terms Agreement, the
Deposit and Administration Agreement, the Pooling and Servicing
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Agreement or the Supplement except such as have been obtained and made
under the Act, such as may be required under state securities laws and
the filing of any financing statements required to perfect the Trust's
interest in the Receivables;
(i) The Bank is not in violation of its Articles of Association or
By-laws or in default in the performance or observance of any
obligation, agreement, covenant or condition contained in any agreement
or instrument to which it is a party or by which it or its properties is
bound which would have a material adverse effect on the transactions
contemplated herein, in the Pooling and Servicing Agreement or the
Supplement. The execution, delivery and performance of this Agreement,
the applicable Terms Agreement, the Pooling and Servicing Agreement, the
Supplement and the Deposit and Administration Agreement, and the
issuance and deposit of the Series Certificate and issuance and sale of
the Notes and compliance with the terms and provisions thereof will not
result in a breach or violation of any of the terms of, or constitute a
default under, any statute, rule, regulation or order of any
governmental agency or body or any court having jurisdiction over the
Bank or any of its properties or any material agreement or instrument to
which the Bank is a party or by which the Bank is bound or to which any
of the properties of the Bank is subject, or the Articles of Association
or By-laws of the Bank except for any such breaches or violations or
defaults as would not individually or in the aggregate have a material
adverse effect on the transactions contemplated herein, in the Pooling
and Servicing Agreement and the Supplement and in the Indenture and the
Deposit and Administration Agreement;
(j) Other than as set forth or contemplated in the Final
Prospectus, there are no legal or governmental proceedings pending or,
to the knowledge of the Bank, threatened to which any of the Bank or its
subsidiaries is or may be a party or to which any property of the Bank
or its subsidiaries is or may be the subject which, if determined
adversely to the Bank, could individually or in the aggregate reasonably
be expected to have a material adverse effect on the Bank's credit card
business or on the interests of the holders of the Series Certificate or
the Notes; and there are no contracts or other documents of a character
required to be filed as an exhibit to the Initial Registration Statement
or the Additional Registration Statement (if any) or to be described in
the Initial Registration Statement, the Additional Registration
Statement (if any) or the Basic Prospectus which are not filed or
described as required; and
(k) Each of this Agreement and the applicable Terms Agreement have
been duly authorized, executed and delivered by the Bank.
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Section 2. Purchase and Sale. Subject to the terms and conditions
and in reliance upon the covenants, representations and warranties herein set
forth, the Bank agrees to sell to the Underwriters, and the Underwriters
agree to purchase from the Bank, the principal amount of Notes set forth
opposite each Underwriter's name in Schedule I to the applicable Terms Agree-
mended. The purchase price for the Notes shall be as set forth in the
applicable Terms Agreement. The Bank acknowledges and agrees that Chase
Securities Inc. may sell Notes to any of its affiliates, and that any such
affiliates may sell such Notes to Chase Securities Inc.
Section 3. Delivery and Payment. Unless otherwise provided in the
applicable Terms Agreement, payment for Notes shall be made to the Bank or to
its order by wire transfer of same day funds at the offices of Simpson
Thacher & Bartlett in New York, New York at 10:00 A.M., New York City time,
on the Closing Date (as hereinafter defined) specified in the Terms
Agreement, or at such other time on the same or such other date as the
Underwriters and the Bank may agree upon. The time and date of such payment
for the Notes as specified in the applicable Terms Agreement are referred to
herein as the "Closing Date." As used herein, the term "Business Day" means
any day other than a day on which banks are permitted or required to be
closed in New York City. Unless otherwise provided in the applicable Terms
Agreement, payment for the Notes shall be made against delivery to the
Underwriters of the Notes registered in the name of Cede & Co. as nominee of
The Depository Trust Company and in such denominations as the Underwriters
shall request in writing not later than two full Business Days prior to the
Closing Date. The Bank shall make the Notes available for inspection by the
Underwriters in New York, New York not later than one full Business Day prior
to the Closing Date.
Section 4. Offering by Underwriters. It is understood that the
Underwriters propose to offer the Notes for sale to the public, which may
include selected dealers, as set forth in the Final Prospectus.
Section 5. Covenants of the Bank. The Bank covenants and agrees
with the Underwriters that upon the execution of the applicable Terms
Agreement:
(a) Promptly following the execution of such applicable Terms
Agreement, the Bank will prepare a Prospectus Supplement relating to the
issuance of the Series Certificate and the Notes, setting forth the amount of
Notes covered thereby and the terms thereof not otherwise specified in the
Basic Prospectus, the price at which such Notes are to be purchased by the
underwriters, the initial public offering price, the selling concessions and
allowances, and such other information as the Bank deems appropriate. The
Bank will file such Prospectus Supplement with the Commission pursuant to
Rule 424 within the time prescribed therein and will provide evidence
satisfactory to the Underwriters of such timely filing. In addition, to the
extent that the Underwriters (i) have provided to the Bank Collateral Term
Sheets (as defined below) that the Underwriters have provided to prospective
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investors, the Bank will file such Collateral Term Sheets as an exhibit to a
report on Form 8- K within two business days of its receipt thereof, or (ii)
have provided to the Bank Structural Term Sheets or Computational Materials
(each as defined below) that such Underwriters have provided to a prospective
investor, the Bank will file or cause to be filed with the Commission a
report on Form 8-K containing such Structural Term Sheet and Computational
Materials, as soon as reasonably practicable after the date of this
Agreement, but in any event, not later than the date on which the Final
Prospectus is filed with the Commission pursuant to Rule 424.
(b) During the prospectus delivery period, before filing any
amendment or supplement to the Initial Registration Statement, the Additional
Registration Statement (if any) or the Final Prospectus, the Bank will
furnish to the Underwriters copies of the proposed amendment or supplement
for review and will not file any such proposed amendment or supplement to
which any Underwriter reasonably objects.
(c) During the prospectus delivery period, the Bank will advise the
Underwriters promptly after it receives notice thereof, (i) when any
amendment to any Registration Statement shall have become effective, (ii) of
any request by the Commission for any amendment or supplement to any
Registration Statement or the Final Prospectus or for any additional
information, (iii) of the issuance by the Commission of any stop order
suspending the effectiveness of any Registration Statement or the initiation
or threatening of any proceeding for that purpose, and (iv) of the receipt by
the Bank of any notification with respect to any suspension of the
qualification of the Notes for offer and sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose; and will use
its best efforts to prevent the issuance of any such stop order or
notification and, if any is issued, will promptly use its best efforts to
obtain the withdrawal thereof.
(d) If, at any time during the prospectus delivery period, any
event occurs as a result of which the Final Prospectus as then supplemented
would include any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it shall be
necessary to amend or supplement the Final Prospectus to comply with the Act,
the Bank promptly will prepare and file with the Commission, an amendment or
a supplement which will correct such statement or omission or effect such
compliance.
(e) The Bank will endeavor to qualify the Notes for offer and sale
under the securities or Blue Sky laws of such jurisdictions as the
Underwriters shall reasonably request and will continue such qualification in
effect so long as reasonably required for distribution of the Notes;
provided, however, that the Bank shall not be obligated to qualify to do
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business in any jurisdiction in which it is not currently so qualified; and
provided, further, that the Bank shall not be required to file a general
consent to service of process in any jurisdiction.
(f) The Bank will furnish to each Underwriter, without charge, two
copies of each Registration Statement (including exhibits thereto), one of
which will be signed, and to each Underwriter conformed copies of each
Registration Statement (without exhibits thereto) and, during the prospectus
delivery period, as many copies of any Preliminary Final Prospectus and the
Final Prospectus and any supplement thereto as each Underwriter may
reasonably request.
(g) For a period from the date of this Agreement until the
retirement of the Notes, or until such time as the Underwriters shall cease
to maintain a secondary market in the Notes, whichever first occurs, the Bank
will deliver to each Underwriter (i) the annual statements of compliance
pursuant to the Indenture and the Pooling and Servicing Agree-mended, (ii)
the annual independent certified public accountants' reports furnished to the
Master Trust Trustee, (iii) all documents required to be distributed to
Certificate holders of the Master Trust and to Noteholders of the Owner Trust
and (iv) all documents filed with the Commission pursuant to the Exchange Act
or any order of the Commission thereunder, in each case as provided to the
Indenture Trustee, Master Trust Trustee or filed with the Commission, as soon
as such statements and reports are furnished to the Indenture Trustee, Master
Trust Trustee or filed or, if an affiliate of the Bank is not the Servicer,
as soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the performance of
its obligations under this Agreement, including without limitation: (i)
expenses of preparing, printing and reproducing each Registration Statement,
the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the
applicable Terms Agreement, the Pooling and Servicing Agreement, the
Indenture, the Deposit and Administration Agreement, the Supplement, the
Series Certificate, and the Notes, (ii) the cost of delivering the Notes to
the Underwriters, (iii) any fees charged by investment rating agencies for
the rating of the Series Certificate and the Notes, (iv) the Indenture
Trustee's and the Owner Trustee's fees and the reasonable fees and
disbursements of the counsel thereto; and (v) the reasonable expenses and
costs (not to exceed the amount specified in the applicable Terms Agreement)
incurred in connection with "blue sky" qualification of the Notes for sale in
those states designated by the Underwriters and the printing of memoranda
relating thereto (it being understood that, except as specified in this
paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all
of their costs and expenses, including the fees of counsel to the
Underwriters, transfer taxes on resale of any Notes by them and advertising
expenses connected with any offers that they may make).
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(i) To the extent, if any, that the rating provided with respect to
the Series Certificate or the Notes by the rating agency or agencies that
initially rate the Series Certificate or the Notes is conditional upon the
furnishing of documents or the taking of any other actions by the Bank, the
Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to
Noteholders and to the Underwriters as soon as practicable an earnings
statement covering a period of at least twelve months beginning with the
first fiscal quarter of the Trust occurring after the effective date of the
Initial Registration Statement (or, if later, the effective date of the
Additional Registration Statement), which shall satisfy the provisions of
Section 11(a) of the Act and Rule 158 of the Commission promulgated
thereunder.
(k) During the period beginning on the date hereof and continuing
to and including the Business Day following the Closing Date, the Bank will
not offer, sell, contract to sell or otherwise dispose of any credit card
asset-backed securities of the Bank which are substantially similar to the
Notes without the prior written consent of each Underwriter or unless such
securities are referenced in the Terms Agreement.
Section 6. Representations and Warranties of the Underwriters. Each
Under-writer represents, warrants, covenants and agrees with the Bank that:
(a) It either (A) has not provided any potential investor with a
Collateral Term Sheet (that is required to be filed with the Commission
within two business days of first use under the Terms of the Public
Securities Association Letter as described below), or (B) has,
substantially contemporaneously with its first delivery of such
Collateral Term Sheet to a potential investor, delivered such Collateral
Term Sheet to the Bank, which Collateral Term Sheet, if any, is attached
to this Agreement as Exhibit B.
(b) It either (A) has not provided any potential investor with a
Structural Term Sheet or Computational Materials, or (B) has provided
any such Structural Term Sheet or Computational Materials to the Bank,
which Structural Term Sheets and Computational Materials, if any, are
attached to this Agreement as Exhibit C.
(c) It either (A) has not provided any potential investor with a
Series Term Sheet or (B) has provided any Series Term Sheet to the Bank,
which Series Term Sheets, if any, are attached to this Agreement as
Exhibit D.
(d) Each Collateral Term Sheet bears a legend indicating that the
information contained therein will be superseded by the description of
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the collateral contained in the Prospectus Supplement and, except in the
case of the initial Collateral Term Sheet, that such information
supersedes the information in all prior Collateral Term Sheets.
(e) Each Structural Term Sheet and Series Term Sheet and all
Computational Materials bear a legend substantially as follows (or in
such other form as may be agreed prior to the date of this Agreement):
This information does not constitute either an offer to sell or a
solicitation of an offer to buy any of the securities referred to
herein. Information contained herein is confidential and provided
for information only, does not purport to be complete and should
not be relied upon in connection with any decision to purchase the
securities. This information supersedes any prior versions hereof
and will be deemed to be superseded by any subsequent versions
including, with respect to any description of the securities or the
underlying assets, the information contained in the final
Prospectus and accompanying Prospectus Supplement. Offers to sell
and solicitations of offers to buy the securities are made only by
the final Prospectus and the related Prospectus Supplement.
(f) It (at its own expense) agrees to provide to the Bank any
accountants' letters obtained relating to the Collateral Term Sheets,
Structural Term Sheets and Computational Materials, which accountants'
letters shall be addressed to the Bank.
(g) It has not, and will not, without the prior written consent of
the Bank, provide any Collateral Term Sheets, Structural Term Sheets,
Series Term Sheets or Computational Materials to any investor after the
date of this Agreement.
(h) For purposes of this Agreement, "Collateral Term Sheets" and
"Structural Term Sheets" shall have the respective meanings assigned to
them in the February 13, 1995 letter of Cleary, Gottlieb, Steen &
Hamilton on behalf of the Public Securities. Association (which letter,
and the SEC staff's response thereto, were publicly available February
17, 1995). The term "Collateral Term Sheet" as used herein includes any
subsequent Collateral Term Sheet that reflects a substantive change in
the information presented. "Computational Materials" has the meaning
assigned to it in the May 17, 1994 letter of Brown & Wood on behalf of
Kidder, Peabody & Co., Inc. (which letter, and the SEC staff's response
thereto, were publicly available May 20, 1994). "Series Term Sheet" has
the meaning assigned to it in the April 4, 1996 letter of Latham &
Watkins on behalf of Greenwood Trust Company (which letter, and the SEC
staff's response thereto, were publicly available April 5, 1996).
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(i) (x) It has not offered or sold, and shall not offer or sell any
Notes to persons in the United Kingdom except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses
or otherwise in circumstances which do not constitute an offer to the
public in the United Kingdom for the purposes of the Public Offers of
Securities Regulations 1995; (y) it has complied and shall comply with
all applicable provisions of the Financial Services Act 1986 with
respect to anything done by it in relation to the Notes in, from or
otherwise involving the United Kingdom; and (z) it has only issued or
passed on and shall only issue or pass on in the United Kingdom any
document received by it in connection with the issue or sale of Notes to
a person who is of kind described in Article 11(3) of the Financial
Services Act of 1986 (Investment Advertisements) (Exemptions) Order 1996
(as amended) or is a person to whom the document may otherwise lawfully
be issued or passed on.
Section 7. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase and pay for Notes on the Closing
Date shall be subject to the accuracy of the representations and warranties
of the Bank contained herein, to the accuracy of the statements of the Bank
made in any Notes pursuant to the terms hereof, to the performance by the
Bank of its obligations hereunder and under the applicable Terms Agreement
and to the following additional conditions:
(a) The Final Prospectus shall have been filed with the Commission
pursuant to Rule 424 in the manner and within the applicable time period
prescribed for such filing by the rules and regulations of the
Commission under the Act and in accordance with Section 5(a) of this
Agreement; and, as of the Closing Date, no stop order suspending the
effectiveness of any Registration Statement shall have been issued, and
no proceedings for such purpose shall have been instituted or threatened
by the Commission; and all requests for additional information from the
Commission with respect to any Registration Statement shall have been
complied with to the reasonable satisfaction of the Representative.
(b) Subsequent to the date of this Agreement, there shall not have
occurred (i) any change, or any development involving a prospective
change, in or affecting particularly the business or properties of the
Bank which materially impairs the investment quality of the Notes; (ii)
any suspension or material limitation of trading of securities generally
on the New York Stock Exchange or the American Stock Exchange; (iii) a
declaration of a general moratorium on commercial banking activities in
New York by either Federal or New York State authorities; or (iv) any
material outbreak or declaration of hostilities or other calamity or
crisis the effect of which on the financial markets of the United States
is such as to make it, in the judgment of the Representative,
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impracticable to market the Notes on the terms specified herein and the
applicable Terms Agreement.
(c) The Underwriters have received a certificate of a Vice President
or other proper officer of the Bank, dated the Closing Date, in which such
officer, to the best of his knowledge, shall state that (i) the
representations and warranties of the Bank in this Agreement are true and
correct in all material respects, (ii) the Bank has complied with all
agreements and satisfied all conditions on its part to be performed or
satisfied at or prior to the Closing Date, (iii) no stop order suspending
the effectiveness of a Registration Statement has been issued and no
proceedings for that purpose have been instituted or are threatened by the
Commission and (iv) the Final Prospectus does not contain any untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in
the light of the circum-stances under which they were made, not misleading.
(d) The Bank shall have furnished to the Underwriters the opinions
of Simpson Thacher & Bartlett, counsel for the Bank, dated the Closing
Date, in substantially the forms attached hereto as Exhibit 1 (with
respect to Rule 10b-5 and other matters), Exhibit 2 (with respect to
corporate, UCC and FIRREA matters relating to the Master Trust, the
Receivables, the Owner Trust, the Series Certificate and the Notes) and
Exhibit 3 (with respect to tax matters), with only such changes as shall
be reasonably satisfactory to the Representative.
(e) The Underwriters shall have received from Skadden, Arps, Slate,
Meagher & Flom LLP, counsel for the Underwriters, one or more opinions,
each dated the Closing Date, with respect to the validity of the Notes,
the Initial Registration Statement, the Additional Registration
Statement (if any), the Final Prospectus, certain matters of the Uniform
Commercial Code, as adopted in the State of Delaware, and such other
related matters as the Representative may reasonably require, and the
Bank shall have furnished to such counsel such documents as they request
for the purpose of enabling them to pass on such matters.
(f) At the date of the applicable Terms Agreement and at the
Closing Date, PriceWaterhouseCoopers LLP (or such other independent
public accountants as shall be named in the applicable Terms Agreement),
certified independent public accountants for the Bank, shall have
furnished to the Underwriters a letter or letters, dated respectively as
of the date of the applicable Terms Agreement and as of the Closing Date
confirming that they are certified independent public accountants within
the meaning of the Act and the Exchange Act, and the respective
applicable published rules and regulations thereunder and substantially
in the form heretofore agreed and otherwise in form and in substance
satisfactory to the Representative and counsel for the Underwriters.
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<PAGE>
(g) The Underwriters shall receive evidence satisfactory to it
that, on or before the Closing Date, UCC-1 financing statements have
been or are being filed in the office of the Secretary of State of the
State of Delaware, reflecting (i) the interest of the Master Trust
Trustee in the Receivables and the proceeds thereof, (ii) the interest
of the Owner. Trust in the Series Certificate and (iii) the interest of
the Indenture Trustee, for the benefit of the holders of the Notes, in
the Series Certificate.
(h) The Underwriters shall have received from Emmet, Marvin &
Martin, LLP, counsel to the Master Trust Trustee, an opinion, dated the
Closing Date, to the effect that:
(i) The Master Trust Trustee has been duly organized and is
validly existing as a banking corporation under the laws of New
York and has the corporate power and authority to conduct business
and affairs as a trustee.
(ii) The Master Trust Trustee has the corporate power and
authority to perform the duties and obligations of trustee under,
and to accept the trust contemplated by, the Pooling and Servicing
Agreement, and the Supplement.
(iii) Each of the Pooling and Servicing Agreement and the
Supplement has been duly authorized, executed, and delivered by the
Master Trust Trustee and constitutes a legal, valid and binding
obligation of the Master Trust Trustee enforceable against the
Master Trust Trustee in accordance with its terms, subject to the
effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable principles
(whether considered in a proceeding in equity or at law).
(iv) The Series Certificate has been duly executed and
authenticated by the Master Trust Trustee.
(v) Neither the execution nor the delivery by the Master Trust
Trustee of the Pooling and Servicing Agreement and the Supplement
nor the consummation of any of the transactions contemplated
thereby require the consent or approval of, the giving of notice
to, the registration with, or the taking of any other action with
respect to, any governmental authority or agency under any existing
federal or state law governing the banking or trust powers of the
Master Trust Trustee.
(vi) The execution and delivery of the Pooling and Servicing
Agreement and the Supplement by the Master Trust Trustee and the
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<PAGE>
performance by the Master Trust Trustee of their respective terms
do not conflict with or result in a violation of (x) any law or
regulation of any governmental authority or agency under any
existing federal or state law governing the banking or trust powers
of the Master Trust Trustee, or (y) the Certificate of
Incorporation or By-laws of the Master Trust Trustee.
(i) The Underwriters shall have received an opinion of Richards,
Layton & Finger, special counsel to the Owner Trustee, reasonably
satisfactory to the Underwriters and their counsel, dated the Closing
Date, in substantially the form attached hereto as Exhibit 4, with only
such changes as shall be reasonably satisfactory to the Representative.
(j) The Underwriters shall have received an opinion of Richards,
Layton & Finger, special counsel to the Owner Trust, reasonably
satisfactory to the Underwriters and their counsel, dated the Closing
Date, in substantially the form attached hereto as Exhibit 5, with only
such changes as shall be reasonably satisfactory to the Representative.
(k) The Underwriters shall have received an opinion of Emmet,
Marvin & Martin, LLP, special counsel to the Indenture Trustee,
reasonably satisfactory to the Underwriters and their counsel, dated the
Closing Date, in substantially the form attached hereto as Exhibit 5,
with only such changes as shall be reasonably satisfactory to the
Representative.
(l) The Underwriters shall have received evidence satisfactory to
them that the Series Certificate and the Notes shall be rated in
accordance with the applicable Terms Agreement by the Rating Agency.
(m) The Underwriters shall have received a certificate of a Vice
President or other proper officer of the Servicer, dated the Closing
Date, in which such officer, to the best of his or her knowledge, shall
state that the representations and warranties of the Servicer in the
Pooling and Servicing Agreement and the Supplement are true and
correct.
(n) All proceedings in connection with the transactions
contemplated by this Agreement and all documents incident hereto shall
be reasonably satisfactory in form and substance to the Underwriters and
counsel for the Underwriters in all material respects and the
Underwriters and counsel for the Underwriters shall have received such
information, certificates and documents as the Underwriters or counsel
for the Underwriters may reasonably request.
If any of the conditions specified in this Section 7 shall not have
been fulfilled in all material respects when and as provided in this
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<PAGE>
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Underwriters and their counsel,
this Agreement and all obligations of the Underwriters hereunder may be
cancelled at, or at any time prior to, the Closing Date by the Underwriters.
Notice of such cancellation shall be given to the Bank in writing or by
telephone or facsimile confirmed in writing.
Section 8. Reimbursement of Underwriters' Expenses. If the sale of
the Notes provided for herein is not consummated because any condition to the
obligations of the Under-writers set forth in Section 7 (other than the
condition set forth in paragraph (b) of Section 7) is not satisfied, or
because of any refusal, inability or failure on the part of the Bank to
perform any agreement herein or comply with any provision hereof other than
by reason of a default by the Underwriters, the Bank will reimburse the
Underwriter for all out-of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been incurred by it in connection
with the proposed purchase and sale of the Notes and upon demand the Bank
shall pay the full amount thereof to the Representative.
Section 9. Indemnification and Contribution. (a) The Bank agrees to
indemnify and hold harmless the Underwriters, each of the directors thereof,
each of the officers who are involved in the Offering and each person, if
any, who controls each Underwriter within the meaning of the Act against any
and all losses, claims, damages or liabilities, joint or several, to which
they or any of them may become subject under the Act, the Exchange Act or any
other federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement as originally filed or in any amendment thereof, or in any
Preliminary Final Prospectus or the Final Prospectus, or in any amendment
thereof or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party for any legal or other
expenses reasonably incurred by it in connection with investigating or
preparing to defend or defending any such loss, claim, damage, liability or
action as such expenses are incurred; provided, however, that (i) the Bank
will not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any such untrue statement
or alleged untrue statement or omission or alleged omission made in any of
such documents in reliance upon and in conformity with written information
furnished to the Bank by or on behalf of the Underwriters specifically for
use therein, and (ii) such indemnity with respect to any Preliminary Final
Prospectus shall not inure to any benefit of any Underwriter (or any person
controlling any of the Underwriters) from whom the person asserting any such
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<PAGE>
loss, claim, damage or liability purchased the Notes which are the subject
thereof if such person did not receive a copy of the Final Prospectus (or the
Final Prospectus as supplemented) at or prior to the confirmation of the sale
of such Notes to such person in any case where such delivery is required by
the Act and the untrue statement or omission of a material fact contained in
such Preliminary Final Prospectus was corrected in the Final Prospectus (or
the Final Prospectus as supplemented). This indemnity agreement will be in
addition to any liability which the Bank may otherwise have.
(b) Each Underwriter agrees to indemnify and hold harmless the
Bank, each of the directors thereof, each of the officers who signs a
Registration Statement, and each person who controls the Bank within the
meaning of the Act, to the same extent as the foregoing indemnities from the
Bank to the Underwriters, but only with reference to written information
furnished to the Bank by or on behalf of each Underwriter specifically for
use in the preparation of the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability
which each Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this
Section 9 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying
party under this Section 9, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party
will not relieve it from any liability which it may have to any indemnified
party otherwise than under this Section 9 unless the indemnifying party is
materially prejudiced thereby. In case any such action is brought against any
indemnified party, and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to appoint counsel
satisfactory to such indemnified party to represent the indemnified party in
such action; provided, however, that, if the defendants in any such action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, the
indemnified party or parties shall have the right to select separate counsel
to defend such action on behalf of such indemnified party or parties. Upon
receipt of notice from the indemnifying party to such indemnified party of
its election so to appoint counsel to defend such action and approval by the
indemnified party of such counsel, the indemnifying party will not be liable
to such indemnified party under this Section 9 for any legal or other
expenses subsequently incurred by such indemnified party in connection with
the defense thereof unless (i) the indemnified party shall have employed
separate counsel in accordance with the proviso to the next preceding
sentence (it being understood, however, that the indemnifying party shall not
be liable for the expenses of more than one separate counsel, approved by the
Underwriter(s) being indemnified in the case of paragraph (a) of this Section
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<PAGE>
9, representing the indemnified parties under such paragraph (a) who are
parties to such action), (ii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of commencement of the action or
(iii) the indemnifying party has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party; and except that,
if clause (i) or (iii) is applicable, such liability shall be only in respect
of the counsel referred to in such clause (i) or (iii).
(d) If recovery is not available or is insufficient under the
foregoing indemnification provisions of this Section 9, for any reason other
than as specified herein, the parties entitled to indemnification by the
terms hereof shall be entitled to contribution to liabilities and expenses,
except to the extent that contribution is not permitted under Section 11(f)
of the Act. In determining the amount of contribution to which the Bank and
the Underwriter are entitled, there shall be considered the relative benefits
received by each from the offering of the Notes (taking into account the
total proceeds of the offering received by the Bank and the total
underwriting discounts and commissions received by the Underwriters), their
relative knowledge and access to information concerning the matter with
respect to which the claim was asserted, the opportunity to correct and
prevent any statement or omission, and any other equitable considerations
appropriate under the circumstances. The Bank and the Underwriters agree that
it would not be equitable if the amount of such contribution were determined
by pro rata or per capita allocation. None of the Underwriters nor any person
controlling any Underwriter shall be obligated to make contribution hereunder
which in the aggregate exceeds the total public offering price of the Notes
purchased by such Underwriter under this Agreement, less the aggregate amount
of any damages which any Underwriter and its controlling persons have
otherwise been required to pay in respect of the same claim or any
substantially similar claim.
Section 10. Default by an Underwriter. If, on the Closing Date, any
Underwriter or Underwriters default in the performance of its or their
obligations under this Agreement, the Representative may make arrangements for
the purchase of such Notes by other persons satisfactory to the Bank and the
Representative, including any of the Underwriters, but if no such arrangements
are made by the Closing Date, then each remaining non-defaulting Underwriter
shall be severally obligated to purchase the Notes which the defaulting
Underwriter or Under-writers agreed but failed to purchase on the Closing Date
in the respective proportions which the principal amount of Notes set forth
opposite the name of each remaining non-defaulting Underwriter in Schedule I to
the Terms Agreement bears to the aggregate principal amount of Notes set forth
opposite the names of all the remaining non-defaulting Underwriters in
Schedule I to the Terms Agreement; provided, however, that the remaining non-
defaulting shall not be obligated to purchase any of the Notes on the Closing
Date if the aggregate principal amount of Notes which the defaulting
Underwriter or Underwriters agreed but failed to purchase on such date exceeds
one-eleventh of the aggregate
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<PAGE>
principal amount of the Notes to be purchased on the Closing Date, and any
remaining non-defaulting Underwriter shall not be obligated to purchase in
total more than 110% of the principal amount of the Notes which it agreed to
purchase on the Closing Date pursuant to the terms of Section 2. If the
foregoing maximums are exceeded and the remaining Underwriters or other
underwriters satisfactory to the Representative and the Bank do not elect to
purchase the Notes which the defaulting Underwriter or Underwriters agreed
but failed to purchase, this Agreement shall terminate without liability on
the part of any non-defaulting Underwriter or the Bank, except that the
provisions of Section 11 shall not terminate and shall remain in effect. As
used in this Agreement, the term "Underwriter" includes, for all purposes of
this Agreement unless the context otherwise requires, any party not listed in
Schedule I to the Terms Agreement who, pursuant to this Section 10, purchases
Notes which a defaulting Underwriter agreed but failed to purchase.
Section 11. Representations and Indemnities to Survive. The
respective agreements, representations, warranties, indemnities and other
statements of the Bank and of the Underwriters set forth in or made pursuant
to this Agreement will remain in full force and effect, regardless of any
investigation, or statement as to the results thereof, made by or on behalf
of you or the Bank or any of the officers, directors or controlling persons
referred to in Section 9 hereof, and will survive delivery of and payment for
the Notes. The provisions of Sections 8 and 9 hereof shall survive the
termination or cancellation of this Agreement.
Section 12. Notices. All communication hereunder shall be in writing
and, if sent to the Underwriters will be mailed, delivered or telecopied and
confirmed to them at 270 Park Avenue, New York, New York 10017, Attention:
David A. Howard Jr., Telecopy No: (212) 834-6564; if sent to the Bank, will be
mailed, delivered or telecopied and confirmed to them care of Chase Manhattan
Bank USA, National Association, at 802 Delaware Avenue, Wilmington, Delaware,
19801, Telecopy No.: (302) 575-5467, Attention: Keith Schuck, Vice President.
Section 13. Secondary Trust or Special Purpose Vehicle. Each
Underwriter severally represents that it will not, at any time that such
Underwriter is acting as an "underwriter" (as defined in Section 2(11) of the
Act) with respect to the Notes, transfer, deposit or otherwise convey any Notes
into a trust or other type of special purpose vehicle that issues securities or
other instruments backed in whole or in part by, or that represents interests
in, such Notes without the prior written consent of the Bank.
Section 14. Miscellaneous. This Agreement is to be governed by, and
construed in accordance with, the laws of the State of New York; it may be
executed in two or more counterparts, each of which when so executed and
delivered shall be an original, but all of which together shall constitute
one and the same instrument. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective successors and
assigns and the officers and directors and controlling persons referred to in
Section 9 hereof, and no other person shall have any right or obligation
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<PAGE>
hereunder. This Agreement supersedes all prior agreements and understandings
between the parties relating to the subject matter hereof, other than those
contained in the Terms Agreement executed in connection herewith. Neither
this Agreement nor any term hereof may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against whom enforcement of the change, waiver, discharge or termination is
sought. The headings in this Agreement are for purposes of reference only and
shall not limit or otherwise affect the meaning hereof.
Section 15. Effectiveness. This Agreement shall become effective
upon execution and delivery of the applicable Terms Agreement.
<PAGE>
If you are in agreement with the foregoing, please sign the
counterpart hereof and return it to the Bank, whereupon this letter and your
acceptance shall become a binding agreement among the Bank and the
Underwriters.
Very truly yours,
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
By__________________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
CHASE SECURITIES INC.
On behalf of itself and
J.P. Morgan Securities Inc.
as Representatives of the
Class A Underwriters named in
Schedule I hereto and on behalf
of itself and Salomon Smith
Barney Inc. as the Underwriters
Of the Class B Notes and the
Class C Notes
By_____________________________
Name:
Title:
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<PAGE>
Exhibit A
CHASE CREDIT CARD OWNER TRUST 2000-3
CLASS A FLOATING RATE ASSET BACKED NOTES, SERIES 2000-3
CLASS B FLOATING RATE ASSET BACKED NOTES, SERIES 2000-3
CLASS C FLOATING RATE ASSET BACKED NOTES, SERIES 2000-3
TERMS AGREEMENT
Dated: September 27, 2000
To: Chase Manhattan Bank USA, National Association
Re: Underwriting Agreement dated September 27, 2000
Series Designation: Series 2000-3
Underwriters:
The Underwriters named on Schedule I attached hereto are the
"Underwriters" for the purpose of this Agreement and for the purposes of the
above-referenced Underwriting Agreement as such Underwriting Agreement is
incorporated herein and made a part hereof.
Terms of the Notes:
Initial Invested Interest Rate
Class Amount or Formula Price to Public (1)
Class A $750,000,000 LIBOR + 0.13% 100%
Class B $ 62,500,000 LIBOR + 0.35% 100%
Class C $ 80,357,000 LIBOR + 0.70% 100%
(1) Plus accrued interest at the applicable rate from October 3, 2000.
Payment Dates: Class A: the 15th day of each month (or if such 15th day is
not a business day the next succeeding business day), commencing
November 15, 2000.
Class B: the 15th calendar day (or if such 15th day is not a business day,
the next succeeding business day) of each month, commencing November 15, 2000.
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<PAGE>
Class C: the 15th calendar day (or if such 15th day is not a business day,
the next succeeding business day) of each month, commencing November 15, 2000.
Certificate Ratings:
Class A: AAA by Standard & Poor's
Aaa by Moody's
AAA by Fitch
Class B: A by Standard & Poor's
A2 by Moody's
A by Fitch
Class C: BBB by Standard & Poor's
Baa2 by Moody's
BBB by Fitch
Indenture: Indenture, dated as of October 3, 2000 between Wilmington Trust
Company, not in its individual capacity but solely as Owner Trustee for the
Chase Credit Card Owner Trust 2000-3 and The Bank of New York, as Indenture
Trustee and securities intermediary.
Indenture Trustee: The Bank of New York
Owner Trustee: Wilmington Trust Company
Master Trust Trustee: The Bank of New York
Pooling and Servicing Agreement: The Third Amended and Restated Pooling and
Servicing Agreement, dated as of November 15, 1999, between Chase Manhattan
Bank USA, National Association, as Transferor on and after June 1, 1996, The
Chase Manhattan Bank, as Transferor prior to June 1, 1996 and as Servicer,
and The Bank of New York, as Master Trust Trustee, on behalf of the
Certificateholders of Chase Credit Card Master Trust.
Supplement: Series 2000-3 Supplement, dated as of October 3, 2000, between
Chase Manhattan Bank USA, National Association, as Transferor on and after
June 1, 1996, The Chase Manhattan Bank, as Transferor prior to June 1, 1996
and as Servicer, and The Bank of New York, as Master Trust Trustee, on behalf
of the Series 2000-3 Certificateholders.
Series Certificate: Series 2000-3
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<PAGE>
Purchase Price:
The purchase price payable by the Underwriters for the Notes
covered by this Agreement will be the following percentage of the principal
amounts to be issued:
Per Class A Notes: 99.75%
Per Class B Notes: 99.725%
Per Class C Notes: 99.675%
Registration Statement: Registration No. 333-74303
Underwriting Commissions, Concessions and Discounts:
The Underwriters' discounts and commissions, the concessions that
the Underwriters may allow to certain dealers, and the discounts that such
dealers may reallow to certain other dealers, each expressed as a percentage
of the principal amount of the Class A Notes, Class B Notes and Class C Notes
shall be as follows:
Underwriting
Discounts Selling
Class and Concessions Concessions Reallowances
Class A 0.25% 0.15% 0.10%
Class B 0.275% 0.165% 0.11%
Class C 0.325% 0.195% 0.13%
Closing Date: October 3, 2000, 10:00 a.m., New York Time
Location of Closing: Simpson Thacher & Bartlett, 425 Lexington Avenue, New
York, New York 10017
Payment for the Notes: Wire transfer of same day funds
Blue Sky Fees: Up to $25,000
Opinion Modifications: None
Other securities being offered concurrently: None.
Expenses: Notwithstanding Section 5(h) of the Underwriting Agreement, the
Underwriters have agreed to reimburse the Bank for expenses associated with
preparing and printing the Final Prospectus.
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<PAGE>
The Underwriters agree, severally and not jointly, subject to the
terms and provisions of the above referenced Underwriting Agreement which is
incorporated herein in its entirety and made a part hereof, to purchase the
respective principal amounts of the above referenced Series of Certificates
set forth opposite their names on Schedule I hereto.
CHASE SECURITIES INC.
On behalf of itself and
J.P. Morgan Securities Inc.
as Representatives of
the Class A Underwriters named
in Schedule I hereto and on behalf
of itself and Salomon Smith Barney Inc.
as the Underwriters of the Class B
Notes and the Class C Notes
By:______________________________
Name:
Title:
Accepted:
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
By:______________________________
Name:
Title:
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<PAGE>
SCHEDULE I
UNDERWRITERS
$750,000,000 Principal Amount of Class A Floating Rate Asset Backed
Certificates, Series 2000-3
Principal Amount
Chase Securities Inc. $526,000,000
J. P. Morgan Securities Inc. 56,000,000
Banc One Capital Markets, Inc. 56,000,000
Barclays Capital Inc. 56,000,000
Salomon Smith Barney Inc. 56,000,000
Total $750,000,000
$62,500,000 Principal Amount of Class B Floating Rate Asset Backed
Certificates, Series 2000-3
Principal Amount
Chase Securities Inc. $ 50,500,000
Salomon Smith Barney Inc. 12,000,000
Total $ 62,500,000
$80,357,000 Principal Amount of Class C Floating Rate Asset Backed
Certificates, Series 2000-3
Principal Amount
Chase Securities Inc. $ 64,357,000
Salomon Smith Barney Inc. 16,000,000
Total $ 80,357,000
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