<PAGE>
UNITED STATES
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
Date of Report (Date of earliest event reported): February 19, 1997
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CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
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(Exact Name of registrant specified in its charter)
(Originator of the Chase Credit Card Master Trust)
United States 333-04607 22-2382028
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(Commission (I.R.S. employer
(State or other File Identification No.)
Jurisdiction of Number)
Incorporation)
802 Delaware Avenue
Wilmington, Delaware 19801
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(Address of principal executive offices)
Registrant's telephone number, including area code: (302) 575-5000
<PAGE>
Item 5. Other Events
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On February 19, 1997, the Underwriting Agreement, dated as of February
19, 1997 (the "Underwriting Agreement"), among Chase Manhattan Bank USA,
National Association ("Chase USA"), as Transferor, The Chase Manhattan Bank
("CMB"), as Servicer, and Chase Securities Inc. ("CSI"), as Underwriter and as
Representative of the Underwriters named in Schedule I to the applicable Terms
Agreement (as defined in the Underwriting Agreement), was executed and delivered
by the respective parties thereto. On February 24, 1997, the Series 1997-1
Supplement, dated as of February 24, 1997, to the Second Amended and Restated
Pooling and Servicing Agreement, dated as of September 1, 1996 (the "Second
Amended and Restated Pooling and Servicing Agreement"), among Chase USA, as
Transferor on and after June 1, 1996, CMB, as Transferor prior to June 1, 1996
and as Servicer, and the Bank of New York, as Trustee (the "Trustee"), was
executed and delivered by the respective parties thereto.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
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Exhibits
4.1 Underwriting Agreement, dated as of February 19, 1997, among Chase
USA, as Transferor, CMB, as Servicer, and CSI, as Underwriter and as
Representative of the Underwriters.
4.2 Series 1997-1 Supplement, dated as of February 24, 1997, to the
Second Amended and Restated Pooling and Servicing Agreement, among
Chase USA, as Transferor on and after June 1, 1996, CMB, as
Transferor prior to June 1, 1996 and as Servicer, and the Trustee.
<PAGE>
2
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.
THE CHASE MANHATTAN BANK,
as Servicer
By: /s/ John Byers
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Name: John Byers
Title: Vice President
Date: March 28, 1997
<PAGE>
3
INDEX TO EXHIBITS
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Exhibit Sequentially
Number Exhibit Numbered Pages
- --------- ------- ---------------
4.1 Underwriting Agreement, dated as
of February 19, 1997, among
Chase USA, as Transferor, CMB,
as Servicer, and CSI, as
Underwriter and as
Representative of the
Underwriters.
4.2 Series 1997-1 Supplement, dated
as of February 24, 1997, to the
Second Amended and Restated
Pooling and Servicing Agreement,
among Chase USA, as Transferor
on and after June 1, 1996, CMB,
as Transferor prior to June 1,
1996 and as Servicer, and the
Trustee.
<PAGE>
EXHIBIT 4.1
CHASE CREDIT CARD MASTER TRUST
(formerly known as Chemical Master Credit Card Trust I)
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
(Transferor)
THE CHASE MANHATTAN BANK
(Servicer)
UNDERWRITING AGREEMENT
(Standard Terms)
February 19, 1997
Chase Securities Inc.
As Underwriter and as Representative
of the Underwriters named in the Terms Agreement
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
Chase Manhattan Bank USA, National Association (the "Bank"),
proposes to cause the Chase Credit Card Master Trust (formerly known as
Chemical Master Credit Card Trust I) (the "Trust") to issue the Asset Backed
Certificates designated in the applicable Terms Agreement (as hereinafter
defined) (the "Certificates"). The Certificates will be issued pursuant to a
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement")
described in the applicable Terms Agreement between the Bank, as Transferor on
and after June 1, 1996, The Chase Manhattan Bank, as Transferor prior to June
1, 1996 and as Servicer (the "Servicer"), and the trustee identified in the
applicable Terms Agreement (the "Trustee"), as supplemented by the Series
Supplement having the date stated in the applicable Terms Agreement, between
the Bank, as Transferor, the Servicer and the Trustee (the "Supplement"). The
Series of Certificates 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, one or more of which may act as representative of
such underwriters (any underwriter through which Certificates are sold shall be
referred to herein as an "Underwriter" or,
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Chase Securities Inc.
February 19, 1997
Page 2
collectively, all such Underwriters may be referred to as the "Underwriter";
any representatives thereof may be referred to herein as a "Representative").
Certificates of any Series sold to the Underwriters shall be sold pursuant to a
Terms Agreement by and between the Bank and the Representatives, 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). Any Series of
Certificates 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 Certificateholders of such Series ("Credit
Enhancement"). With respect to any such Credit Enhancement, the Bank may enter
into an agreement (the "Credit Enhancement Agreement") by and between the Bank
and the provider of the Credit Enhancement (the "Credit Enhancement Provider").
The term "applicable Terms Agreement" means the Terms Agreement dated the date
hereof. Each Certificate will represent a specified percentage undivided
interest in the Trust. The assets of the Trust include, among other things,
certain amounts due on a portfolio of MasterCard(R) and VISA(R) revolving credit
card accounts of the Bank (the "Receivables"), and the benefit of the Credit
Enhancement, if any. To the extent not defined herein, capitalized terms used
herein have the meanings assigned to such terms in the Pooling and Servicing
Agreement. Unless otherwise stated herein or in the applicable Terms Agreement,
as the context otherwise requires or if such term is otherwise defined in the
Pooling and Servicing Agreement, each capitalized term used or defined herein or
in the applicable Terms Agreement shall relate only to the Series of
Certificates designated in the applicable Terms Agreement and no other Series of
Asset Backed Certificates issued by the Trust.
Section 1. Representations and Warranties of the Bank. Upon
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the execution of the applicable Terms Agreement, the Bank represents and
warrants to each Underwriter that:
(a) The Bank has prepared and filed with the Securities and
Exchange Commission (the "Commission") in accordance
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Chase Securities Inc.
February 19, 1997
Page 3
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 Certificates. 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 to
Rule 430A(b)(the "Additional Registration Statement") relating to the
Certificates 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 Certificates 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 Certificates will have been duly
registered under the Act pursuant to the Initial Registration Statement
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Chase Securities Inc.
February 19, 1997
Page 4
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" and 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 Certificates 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
Representative 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 Representative, 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;"
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Chase Securities Inc.
February 19, 1997
Page 5
(b) The Initial Registration Statement, including such amendments
thereto as may have been required on the date of the applicable Terms
Agreement, and the Additional Registration Statement (if any), relating
to the Certificates, 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 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 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
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apply only during the period that a prospectus relating to the
Certificates is required to be delivered under the Act by dealers in
connection with the initial public offering of such Certificates (such
period being hereinafter sometimes referred to as the "prospectus
delivery period"); provided, further, that this representation
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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
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Chase Securities Inc.
February 19, 1997
Page 6
behalf of an Underwriter 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 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
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 Certificates have been duly authorized, and, when issued
and delivered pursuant to the Pooling and Servicing Agreement and the
Supplement, duly authenticated by the Trustee and paid for by the
Underwriters in accordance with the terms of this Agreement and the
applicable Terms Agreement, will be duly and validly executed, issued and
delivered and entitled to the benefits provided by the Pooling and
Servicing Agreement and the Supplement; each of the Pooling and Servicing
Agreement and the Supplement have been duly authorized and, when executed
and delivered by the Bank, as Transferor, each of the Pooling and
Servicing Agreement and the Supplement will (assuming due execution and
delivery by the Trustee) constitute a valid and binding agreement of the
Bank; the Certificates, the Pooling and Servicing Agreement and the
Supplement conform to the descriptions thereof in the Final Prospectus in
all material respects; and, if applicable, when executed by the Bank, as
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Chase Securities Inc.
February 19, 1997
Page 7
Transferor, the Credit Enhancement Agreement will (assuming due execution
and delivery by the Trustee and Credit Enhancement Provider) constitute a
valid and binding agreement of the Bank;
(g) 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 Pooling and
Servicing 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;
(h) 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 Credit Enhancement Agreement, and the issuance and
sale of the Certificates 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;
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Chase Securities Inc.
February 19, 1997
Page 8
(i) 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 Certificates; 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
(j) Each of this Agreement and the applicable Terms Agreement
have been duly authorized, executed and delivered by the Bank.
Section 2. Purchase and Sale. Subject to the terms and
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conditions and in reliance upon the covenants, representations and warranties
herein set forth, the Bank agrees to sell to each Underwriter, and each
Underwriter agrees, severally and not jointly, to purchase from the Bank, the
principal amount of Certificates set forth opposite such Underwriter's name in
Schedule I to the applicable Terms Agreement. The purchase price for the
Certificates shall be as set forth in the applicable Terms Agreement.
The Bank acknowledges and agrees that Chase Securities Inc. may
sell Certificates to any of its affiliates, and that any such affiliates may
sell such Certificates to Chase Securities Inc.
Section 3. Delivery and Payment. Unless otherwise provided in
--------------------
the applicable Terms Agreement, payment for Certificates 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
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Chase Securities Inc.
February 19, 1997
Page 9
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 Representative and the Bank may agree upon.
The time and date of such payment for the Certificates 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 Certificates shall be made against delivery to the
Representative for the respective accounts of the several Underwriters of the
Certificates registered in the name of Cede & Co. as nominee of The Depository
Trust Company and in such denominations as the Representative shall request in
writing not later than two full Business Days prior to the Closing Date. The
Bank shall make the Certificates available for inspection by the
Representatives 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 several Underwriters propose to offer the Certificates 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 setting forth
the amount of Certificates covered thereby and the terms thereof not
otherwise specified in the Basic Prospectus, the price at which such
Certificates 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
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Chase Securities Inc.
February 19, 1997
Page 10
and will provide evidence satisfactory to the Representative of such
timely filing. In addition, to the extent that any Underwriter (i) has
provided to the Bank Collateral Term Sheets (as defined below) that such
Underwriter has provided to a prospective investor, 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) has provided to the
Bank Structural Term Sheets or Computational Materials (each as defined
below) that such Underwriter has 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 Representative a copy of the proposed amendment
or supplement for review and will not file any such proposed amendment or
supplement to which the Representative reasonably objects.
(c) During the prospectus delivery period, the Bank will advise
the Representative 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 Certificates for offer and sale in
any jurisdiction or the initiation or threatening of any proceeding for
such purpose; and will use its best efforts
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Chase Securities Inc.
February 19, 1997
Page 11
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 Certificates for offer
and sale under the securities or Blue Sky laws of such jurisdictions as
the Representative shall reasonably request and will continue such
qualification in effect so long as reasonably required for distribution
of the Certificates; provided, however, that the Bank shall not
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be obligated to qualify to do business in any jurisdiction in which it is
not currently so qualified; and provided, further, that the Bank
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shall not be required to file a general consent to service of process in
any jurisdiction.
(f) The Bank will furnish to the Representative, 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 the
Underwriters may reasonably request.
(g) For a period from the date of this Agreement until the
retirement of the Certificates, or until such time as the Underwriters
shall cease to maintain a secondary market
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Chase Securities Inc.
February 19, 1997
Page 12
in the Certificates, whichever first occurs, the Bank will deliver to the
Underwriters (i) the annual statements of compliance, (ii) the annual
independent certified public accountants' reports furnished to the
Trustee, (iii) all documents required to be distributed to
Certificateholders of the 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 Trustee or filed with the
Commission, as soon as such statements and reports are furnished to the
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 Supplement and the Certificates, (ii) the cost of
delivering the Certificates to the Underwriters, (iii) any fees charged
by investment rating agencies for the rating of such Certificates, and
(iv) 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 Certificates 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 their
own costs and expenses, including the cost of printing any Agreement
Among Underwriters, the fees of counsel to any Underwriter, transfer
taxes on resale of any Certificates by them and advertising expenses
connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect
to the Certificates by the rating agency or agencies that initially rate
the Certificates is conditional upon the furnishing of documents or the
taking of any other
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Chase Securities Inc.
February 19, 1997
Page 13
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
Certificateholders and to the Representative 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 Certificates without the prior written consent of the
Representative or unless such securities are referenced in the Terms
Agreement.
Section 6. Representations and Warranties of the Underwriters.
--------------------------------------------------
Each Underwriter 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 Struc-
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Chase Securities Inc.
February 19, 1997
Page 14
tural 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 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 Computa-
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Chase Securities Inc.
February 19, 1997
Page 15
tional 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) 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 of the Certificates to a person who is of a kind described
in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements)(Exemptions) Order 1995 or who is a person to whom the
document may otherwise lawfully be issued or passed on, it has complied
and shall comply with all applicable provisions of the Financial Services
Act 1986 of Great Britain with respect to anything done by it in relation
to the Certificates in, from or otherwise involving the United Kingdom
and if that Underwriter is an authorized person under the Financial
Services Act 1986, it has only promoted and shall only promote (as that
term is defined in Regulation 1.02 of the Financial Services (Promotion
of Unregulated Schemes) Regulations 1991) to any person in the United
Kingdom the scheme described in the Prospectus if that person is of a
kind described either in Section 76(2) of the Financial Services Act 1986
or in Regulation 1.04 of the Financial Services (Promotion of Unregulated
Schemes) Regulations 1991.
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
<PAGE>
Chase Securities Inc.
February 19, 1997
Page 16
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).
Section 7. Conditions to the Obligations of the Underwriters.
-------------------------------------------------
The obligations of the Underwriters to purchase and pay for Certificates 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 certificates 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 Certificates;
(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
<PAGE>
Chase Securities Inc.
February 19, 1997
Page 17
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, impracticable to
market the Certificates 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 circumstances 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 Exhibits 1
through 3, 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 Certificates, 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 Underwriters may
<PAGE>
Chase Securities Inc.
February 19, 1997
Page 18
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, Price Waterhouse 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.
(g) The Underwriters shall receive evidence satisfactory to them
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 the interest of the Trustee in the Receivables
and the proceeds thereof.
(h) The Underwriters shall have received from Emmet, Marvin &
Martin, LLP, counsel to the Trustee, an opinion, dated the Closing Date,
to the effect that:
(i) The 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 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, the
Supplement and the Credit Enhancement Agreement.
<PAGE>
Chase Securities Inc.
February 19, 1997
Page 19
(iii) Each of the Pooling and Servicing Agreement, the
Supplement and the Credit Enhancement Agreement has been duly
authorized, executed, and delivered by the Trustee and constitutes
a legal, valid and binding obligation of the Trustee enforceable
against the 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 Certificates have been duly executed and
authenticated by the Trustee.
(v) Neither the execution nor the delivery by the Trustee
of the Pooling and Servicing Agreement, the Supplement and the
Credit Enhancement Agreement 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 Trustee.
(vi) The execution and delivery of the Pooling and
Servicing Agreement, the Supplement and the Credit Enhancement
Agreement by the Trustee and the performance by the 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 Trustee, or (y) the
Certificate of Incorporation or By-laws of the Trustee.
(i) The Underwriters shall be named as recipients or shall have
received reliance letters, if applicable, with respect to any opinions
delivered to the Bank by counsel of the Credit Enhancement Provider, if
any.
<PAGE>
Chase Securities Inc.
February 19, 1997
Page 20
(j) The Underwriters shall have received evidence satisfactory to
them that the Certificates shall be rated in accordance with the
applicable Terms Agreement by the Rating Agency.
(k) 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.
(l) 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 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 Certificates provided for herein is not consummated because any
condition to the obligations of the Underwriters 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
<PAGE>
Chase Securities Inc.
February 19, 1997
Page 21
will reimburse the Underwriters for all out-of-pocket expenses (including
reasonable fees and disbursements of counsel) that shall have been incurred by
them in connection with the proposed purchase and sale of the Certificates 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 each Underwriter, 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 the benefit of
the Underwriter (or any person controlling any of the Underwriters) from whom
the person asserting any such loss, claim, damage or liability purchased the
Certificates which are the subject thereof if such person did not receive a
copy of the
<PAGE>
Chase Securities Inc.
February 19, 1997
Page 22
Final Prospectus (or the Final Prospectus as supplemented) at or prior to the
confirmation of the sale of such Certificates 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 severally and not jointly 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 that 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 any 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
<PAGE>
Chase Securities Inc.
February 19, 1997
Page 23
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 being
indemnified in the case of paragraph (a) of this Section 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
Underwriters are entitled, there shall be considered the relative benefits
received by each from the offering of the Certificates (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
<PAGE>
Chase Securities Inc.
February 19, 1997
Page 24
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 such Underwriter shall be obligated to
make contribution hereunder which in the aggregate exceeds the total public
offering price of the Certificates purchased by such Underwriter under this
Agreement, less the aggregate amount of any damages which such 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. (a) 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 Certificates 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 Certificates which the defaulting Underwriter or Underwriters
agreed but failed to purchase on the Closing Date in the respective proportions
which the principal amount of Certificates 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 Certificates 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 Underwriters
shall not be obligated to purchase any of the Certificates on the Closing Date
if the aggregate principal amount of Certificates which the defaulting
Underwriter or Underwriters agreed but failed to purchase on such date exceeds
one-eleventh of the aggregate principal amount of the Certificates 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 Certificates 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
<PAGE>
Chase Securities Inc.
February 19, 1997
Page 25
purchase the Certificates 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
Certificates which a defaulting Underwriter agreed but failed to purchase.
(b) Nothing contained herein shall relieve a defaulting
Underwriter of any liability it may have for damages caused by its default. If
other Underwriters are obligated or agree to purchase the Certificates of a
defaulting Underwriter, either the Representative or the Bank may postpone the
Closing Date for up to seven full business days in order to effect any changes
that in the opinion of counsel for the Bank or counsel for the Underwriters may
be necessary in the Initial Registration Statement, the Additional Registration
Statement (if any), the Final Prospectus or in any other document or
arrangement, and the Bank agrees to file promptly any amendment or supplement
to the Registration Statements or the Final Prospectus that effects any such
changes.
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 Certificates. 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
<PAGE>
Chase Securities Inc.
February 19, 1997
Page 26
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. 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 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 14. 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 several
Underwriters.
Very truly yours,
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
By /s/ Keith Schuck
------------------------------------
Name: Keith Schuck
Title: Vice President
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
Chase Securities Inc.
As Representative of the
Underwriters named in Schedule I
to the Terms Agreement
By /s/ David A. Howard Jr.
--------------------------------
Name: David A. Howard Jr.
Title: Managing Director
<PAGE>
EXHIBIT A
TO EXHIBIT 4.1
CHASE CREDIT CARD MASTER TRUST
CLASS A FLOATING RATE ASSET BACKED CERTIFICATES, SERIES 1997-1
CLASS B FLOATING RATE ASSET BACKED CERTIFICATES, SERIES 1997-1
TERMS AGREEMENT
---------------
Dated: February 19, 1997
To: Chase Manhattan Bank USA, National Association
Re: Underwriting Agreement dated February 19, 1997
Series Designation: Series 1997-1
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 Certificates:
- -------------------------
Interest Rate
Class Initial Invested Amount or Formula Price to Public (1)
- ----- ----------------------- ------------- -------------------
Class A $1,150,000,000 LIBOR + 0.09% 100%
Class B $95,833,000 LIBOR + 0.29% 99.937500%
(1) Plus accrued interest at the applicable rate from February 24, 1997.
Distribution Dates: the 15th calendar day (or if such 15th day is not a
- ------------------
business day, the next succeeding business day) of each Month, commencing March
17, 1997.
Certificate Ratings:
- -------------------
Class A: AAA by Standard & Poor's
Aaa by Moody's
Class B: A by Standard & Poor's
A2 by Moody's
A-1
<PAGE>
Credit Enhancement Provider: Credit Lyonnais, New York Branch
- ---------------------------
Trustee: The Bank of New York
- -------
Pooling and Servicing Agreement: The Second Amended and Restated Pooling
- -------------------------------
and Servicing Agreement, dated as of September 1, 1996, 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 Trustee, on behalf of the Certificateholders of Chase
Credit Card Master Trust.
Supplement: Series 1997-1 Supplement, dated as of February 24, 1997,
- ----------
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 Trustee, on behalf of the
Series 1997-1 Certificateholders
Purchase Price:
- --------------
The purchase price payable by the Underwriters for the Certificates
covered by this Agreement will be the following percentage of the principal
amounts to be issued:
Per Class A Certificate: 99.6500%
Per Class B Certificate: 99.5375%
Registration Statement: Registration No. 333-04607
- ----------------------
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 and Class B Certificates, shall be as
follows:
Underwriting
Discounts Selling
Class and Concessions Concessions Reallowance
- ----- --------------- ----------- -----------
Class A 0.350% 0.275% 0.125%
Class B 0.400% 0.300% 0.250%
Closing Date: February 24, 1997, 10:00 a.m., New York Time
- ------------
Location of Closing: Simpson Thacher & Bartlett, 425 Lexington Avenue, New
- -------------------
York, New York 10017
A-2
<PAGE>
Payment for the Certificates: Wire transfer of same day funds
- ----------------------------
Blue Sky Fees: Up to $25,000
- --------------
Opinion Modifications: None
- ---------------------
Other securities being offered concurrently: None.
- -------------------------------------------
A-3
<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.
As Representative of the
Underwriters named in
Schedule I hereto.
By:
-------------------------------
Name: David A. Howard Jr.
Title: Managing Director
Accepted:
Chase Manhattan Bank USA, National Association
By:
-------------------------------
Name: Keith Schuck
Title: Vice President
A-4
<PAGE>
SCHEDULE I
UNDERWRITERS
$1,150,000,000 Principal Amount of Class A Floating Rate Asset Backed
Certificates, Series 1997-1
Principal Amount
----------------
Chase Securities Inc. $191,700,000
BancAmerica Securities, Inc. 191,660,000
Bear, Stearns & Co. Inc. 191,660,000
Goldman, Sachs & Co. 191,660,000
Lehman Brothers Inc. 191,660,000
Salomon Brothers Inc. 191,660,000
--------------
Total: $1,150,000,000
==============
$95,833,000 Principal Amount of Class B Floating Rate Asset Backed
Certificates, Series 1997-1
Principal Amount
----------------
Chase Securities Inc. $95,833,000
A-5
<PAGE>
EXHIBIT 4.2
- --------------------------------------------------------------------------------
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
Transferor on and after June 1, 1996,
THE CHASE MANHATTAN BANK,
Transferor prior to June 1, 1996 and Servicer
and
THE BANK OF NEW YORK,
Trustee
on behalf of the Series 1997-1 Certificateholders
-------------------------------------------
Series 1997-1 SUPPLEMENT
Dated as of February 24, 1997
to
SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1996
-------------------------------------------
CHASE CREDIT CARD MASTER TRUST
Series 1997-1
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
Page
----
SECTION 1. Designation............................................. 1
SECTION 2. Definitions............................................. 2
SECTION 3. Servicing Compensation and Assignment of Interchange.... 19
SECTION 4. Reassignment and Transfer Terms......................... 21
SECTION 5. Delivery and Payment for the Investor Certificates...... 21
SECTION 6. Depository; Form of Delivery of Investor Certificates... 22
SECTION 7. Article IV of Agreement................................. 22
SECTION 4.4 Rights of Certificateholders and the Collateral Interest
Holder.................................................. 22
SECTION 4.5 Allocations............................................. 22
SECTION 4.6 Determination of Monthly Interest....................... 26
SECTION 4.7 Determination of Monthly Principal...................... 28
SECTION 4.8 Coverage of Required Amount............................. 29
SECTION 4.9 Monthly Payments........................................ 30
SECTION 4.10 Investor Charge-Offs.................................... 34
SECTION 4.11 Excess Spread........................................... 36
SECTION 4.12 Reallocated Principal Collections....................... 37
SECTION 4.13 Shared Principal Collections............................ 38
SECTION 4.14 Principal Funding Account............................... 39
SECTION 4.15 Reserve Account......................................... 40
SECTION 4.16 Determination of LIBOR.................................. 42
SECTION 4.17 Transferor's or Servicer's Failure to Make a Deposit or
Payment................................................. 43
SECTION 8. Article V of the Agreement.............................. 43
SECTION 5.1 Distributions........................................... 43
SECTION 5.2 Monthly Series 1997-1 Certificateholders' Statement..... 44
SECTION 9. Series 1997-1 Pay Out Events............................ 46
SECTION 10. Issuance of Additional Certificates..................... 48
SECTION 11. Series 1997-1 Termination............................... 49
SECTION 12. Counterparts............................................ 49
SECTION 13. Governing Law........................................... 49
<PAGE>
SECTION 14. No Petition............................................. 49
SECTION 15. Tax Representation and Covenant......................... 50
SECTION 16. Amendment to Agreement.................................. 50
EXHIBITS
EXHIBIT A-1 Form of Class A Certificate
EXHIBIT A-2 Form of Class B Certificate
EXHIBIT B Form of Monthly Payment Instructions
and Notification to the Trustee
EXHIBIT C Form of Monthly Series 1997-1 Certificateholders' Statement
SCHEDULE I Schedule to Exhibit C of the Pooling and Servicing Agreement
with respect to the Investor Certificates
ii
<PAGE>
Series 1997-1 SUPPLEMENT, dated as of February 24, 1997 (this
"Series Supplement"), by and among CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION ("Chase USA"), 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 Trustee under the Second Amended Pooling and Servicing
Agreement dated as of September 1, 1996 between Chase USA, the Servicer and the
Trustee (as may be amended, modified or supplemented from time to time, the
"Agreement").
Section 6.9 of the Agreement provides, among other things, that the
Transferor and the Trustee may at any time and from time to time enter into a
supplement to the Agreement for the purpose of authorizing the delivery by the
Trustee to the Transferor for the execution and redelivery to the Trustee for
authentication of one or more Series of Certificates.
Pursuant to this Series Supplement, the Transferor and the Trust
shall create a new Series of Investor Certificates and shall specify the
Principal Terms thereof.
SECTION 1. Designation. (a) There is hereby created a Series
-----------
of Investor Certificates to be issued in two classes pursuant to the Agreement
and this Series Supplement and to be known together as the "Series 1997-1
Certificates." The two classes shall be designated the Class A Floating Rate
Asset Backed Certificates, Series 1997-1 (the "Class A Certificates") and the
Class B Floating Rate Asset Backed Certificates, Series 1997-1 (the "Class B
Certificates"). The Class A Certificates and the Class B Certificates shall be
substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In
addition, there is hereby created a third Class of an uncertificated interest
in the Trust which shall be deemed to be an "Investor Certificate" for all
purposes under the Agreement and this Series Supplement, except as expressly
provided herein, and which shall be known as the Collateral Interest, Series
1997-1 (the "Collateral Interest").
(b) Series 1997-1 shall be included in Group One (as defined
below). Series 1997-1 shall not be subordinated to any other Series.
(c) The Collateral Interest Holder, as holder of an "Investor
Certificate" under the Agreement, shall be entitled to the benefits of the
Agreement and this Series Supplement upon payment by the Collateral Interest
Holder of amounts owing on the Closing Date pursuant to the Loan Agreement.
Notwithstanding the foregoing, except as expressly provided herein, (i) the
provisions of Article VI and Article XII of the Agreement relating to the
registration, authentication, delivery, presentation, cancellation and
surrender of Registered Certificates shall not be applicable to the Collateral
Interest, (ii) the Opinion of Coun-
<PAGE>
sel specified in clause (d) of the sixth sentence of Section 6.9(b) of the
Agreement shall not be required with respect to the Collateral Interest and
(iii) the Tax Opinion specified in clause (e) of the sixth sentence of Section
6.9(b) of the Agreement shall address the effect of the issuance of the
Collateral Interest but parts (a) and (c) of any such Tax Opinion shall not
address, or be required to address, any tax consequences that shall result to
any Collateral Interest Holder.
SECTION 2. Definitions.
-----------
In the event that any term or provision contained herein shall
conflict with or be inconsistent with any provision contained in the Agreement,
the terms and provisions of this Series Supplement shall govern. All Article,
Section or subsection references herein shall mean Articles, Sections or
subsections of the Agreement, except as otherwise provided herein. All
capitalized terms not otherwise defined herein are defined in the Agreement.
Each capitalized term defined herein shall relate only to the Investor
Certificates and no other Series of Certificates issued by the Trust.
"Accumulation Period" shall mean, solely for the purposes of
-------------------
the definition of Monthly Principal Payment as such term is defined in each
Supplement, the Controlled Accumulation Period.
"Accumulation Period Factor" shall mean, for each Monthly
--------------------------
Period, a fraction, the numerator of which is equal to the sum of the initial
investor interests (or other amounts specified in the applicable Supplement) of
all outstanding Series, and the denominator of which is equal to the sum of (a)
the Initial Investor Interest, (b) the initial investor interests (or other
amounts specified in the applicable Supplement) of all outstanding Series
(other than Series 1997-1) which are not expected to be in their revolving
periods, and (c) the initial investor interests (or other amounts specified in
the applicable Supplement) of all other outstanding Series which are not
allocating Shared Principal Collections to other Series and are in their
revolving periods.
"Accumulation Period Length" shall have the meaning assigned
--------------------------
such term in subsection 4.9(i).
"Accumulation Shortfall" shall initially mean zero and shall
----------------------
thereafter mean, with respect to any Monthly Period during the Controlled
Accumulation Period, the excess, if any, of the Controlled Deposit Amount for
the previous Monthly Period over the amount deposited into the Principal
Funding Account pursuant to subsection 4.9(e)(i) with respect to the Class A
Certificates for the previous Monthly Period.
2
<PAGE>
"Additional Certificate Date" shall have the meaning assigned
---------------------------
such term in subsection 10(a).
"Additional Certificates" shall have the meaning assigned such
-----------------------
term in subsection 10(a).
"Adjusted Investor Interest" shall mean, with respect to any
-------------------------
date of determination, an amount equal to the sum of (a) the Class A Adjusted
Investor Interest and (b) the Class B Investor Interest and (c) the Collateral
Interest.
"Aggregate Investor Default Amount" shall mean, with respect to
---------------------------------
any Monthly Period, the sum of the Investor Default Amounts in respect of such
Monthly Period.
"Available Investor Principal Collections" shall mean with
----------------------------------------
respect to any Monthly Period, an amount equal to (a) the Investor Principal
Collections for such Monthly Period, minus (b) the amount of Reallocated
-----
Collateral Principal Collections and Reallocated Class B Principal Collections
with respect to such Monthly Period which pursuant to Section 4.12 are required
to fund the Class A Required Amount and the Class B Required Amount, plus
----
(c) the amount of Shared Principal Collections that are allocated to Series
1997-1 in accordance with subsection 4.13(b).
"Available Reserve Account Amount" shall mean, with respect to
--------------------------------
any Transfer Date, the lesser of (a) the amount on deposit in the Reserve
Account on such date (after taking into account any interest and earnings
retained in the Reserve Account pursuant to subsection 4.15(b) on such date,
but before giving effect to any deposit made or to be made pursuant to
subsection 4.11(i) to the Reserve Account on such date) and (b) the Required
Reserve Account Amount.
"Base Rate" shall mean, with respect to any Monthly Period, the
---------
annualized percentage equivalent of a fraction, the numerator of which is equal
to the sum of the Class A Monthly Interest, the Class B Monthly Interest, the
Collateral Monthly Interest, each for the related Interest Period, and the
Investor Servicing Fee with respect to such Monthly Period and the denominator
of which is the Investor Interest as of the close of business on the last day
of such Monthly Period.
"Class A Additional Interest" shall have the meaning specified
---------------------------
in Section 4.6(a).
"Class A Adjusted Investor Interest" shall mean, with respect
----------------------------------
to any date of determination, an amount equal to the Class A Investor Interest
minus the Principal Funding Account Balance on such date of determination.
- -----
3
<PAGE>
"Class A Available Funds" shall mean, with respect to any
-----------------------
Monthly Period, an amount equal to the sum of (a) the Class A Floating
Allocation of the Collections of Finance Charge Receivables allocated to the
Investor Certificates and deposited in the Finance Charge Account for such
Monthly Period (or to be deposited in the Finance Charge Account on the related
Transfer Date with respect to the preceding Monthly Period pursuant to the
third paragraph of subsection 4.3(a) and Section 2.8 of the Agreement and
subsection 3(b) of this Series Supplement), excluding the portion of
Collections of Finance Charge Receivables attributable to Servicer Interchange,
(b) with respect to any Monthly Period during the Controlled Accumulation
Period prior to the payment in full of the Class A Investor Interest, the
Principal Funding Investment Proceeds arising pursuant to subsection 4.14(b),
if any, with respect to the related Transfer Date and (c) the Reserve Draw
Amount (up to the Available Reserve Draw Account Amount) plus any amounts of
interest and earnings described in subsections 4.15(b) and 4.15(d) which will
be deposited into the Finance Charge Account on the related Transfer Date.
"Class A Certificate Rate" shall mean from the Closing Date
------------------------
through March 16, 1997 and with respect to each Interest Period thereafter, a
per annum rate equal to 0.09% per annum in excess of LIBOR, as determined on
the related LIBOR Determination Date.
"Class A Certificateholder" shall mean the Person in
-------------------------
whose name a Class A Certificate is registered in the Certificate Register.
"Class A Certificates" shall mean any of the certificates
--------------------
executed by the Transferor and authenticated by or on
behalf of the Trustee, substantially in the form of Exhibit A-1 hereto.
"Class A Deficiency Amount" shall have the meaning specified in
-------------------------
subsection 4.6(a).
"Class A Fixed Allocation" shall mean, with respect to any
------------------------
Monthly Period following the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is
the Class A Investor Interest as of the close of business on the last day of
the Revolving Period and the denominator of which is equal to the Investor
Interest as of the close of business on the last day of the Revolving Period.
"Class A Floating Allocation" shall mean, with respect to any
---------------------------
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is the Class A Adjusted Investor
Interest as of the close of business on the last day of the preceding Monthly
Period and
4
<PAGE>
the denominator of which is equal to the Adjusted Investor Interest as of the
close of business on such day; provided, however, that, with respect to
-------- -------
the first Monthly Period, the Class A Floating Allocation shall mean the
percentage equivalent of a fraction, the numerator of which is the Class A
Initial Investor Interest and the denominator of which is the Initial Investor
Interest.
"Class A Initial Investor Interest" shall mean the
---------------------------------
aggregate initial principal amount of the Class A Certificates, which is
$1,150,000,000.
"Class A Investor Allocation" shall mean, with respect to any
---------------------------
Monthly Period, (a) with respect to Default Amounts and Finance Charge
Receivables at any time and Principal Receivables during the Revolving Period,
the Class A Floating Allocation, and (b) with respect to Principal Receivables
during the Controlled Accumulation Period or Rapid Amortization Period, the
Class A Fixed Allocation.
"Class A Investor Charge-Offs" shall have the meaning specified
----------------------------
in subsection 4.10(a).
"Class A Investor Default Amount" shall mean, with respect to
-------------------------------
each Transfer Date, an amount equal to the product of (a) the Aggregate
Investor Default Amount for the related Monthly Period and (b) the Class A
Floating Allocation applicable for the related Monthly Period.
"Class A Investor Interest" shall mean, on any date of
-------------------------
determination, an amount equal to (a) the Class A Initial Investor Interest,
minus (b) the aggregate amount of principal payments made to Class A
- -----
Certificateholders prior to such date and minus (c) the excess, if any, of
-----
the aggregate amount of Class A Investor Charge-Offs pursuant to subsection
4.10(a) over Class A Investor Charge-Offs reimbursed pursuant to subsection
4.11(b) prior to such date of determination; provided, however, that
-------- -------
the Class A Investor Interest may not be reduced below zero.
"Class A Monthly Interest" shall mean the monthly interest
------------------------
distributable in respect of the Class A Certificates as calculated in
accordance with subsection 4.6(a).
"Class A Monthly Principal" shall mean the monthly principal
-------------------------
distributable in respect of the Class A Certificates as calculated in
accordance with subsection 4.7(a).
"Class A Required Amount" shall have the meaning specified in
-----------------------
subsection 4.8(a).
"Class A Scheduled Payment Date" shall mean the February 2004
------------------------------
Distribution Date.
5
<PAGE>
"Class A Servicing Fee" shall have the meaning specified in
---------------------
subsection 3(a) of this Series Supplement.
"Class B Additional Interest" shall have the meaning specified
---------------------------
in subsection 4.6(b).
"Class B Available Funds" shall mean, with respect to any
-----------------------
Monthly Period, an amount equal to the Class B Floating Allocation of the
Collections of Finance Charge Receivables and allocated to the Investor
Certificates and deposited in the Finance Charge Account for such Monthly
Period (or to be deposited in the Finance Charge Account on the related
Transfer Date with respect to the preceding Monthly Period pursuant to the
third paragraph of subsection 4.3(a) of the Agreement and subsection 3(b) of
this Series Supplement), excluding the portion of Collections of Finance Charge
Receivables attributable to Servicer Interchange.
"Class B Certificate Rate" shall mean from the Closing Date
------------------------
through March 16, 1997 and with respect to each Interest Period thereafter, a
per annum rate equal to 0.29% per annum in excess of LIBOR, as determined on
the related LIBOR Determination Date.
"Class B Certificateholder" shall mean the Person in
-------------------------
whose name a Class B Certificate is registered in the Certificate Register.
"Class B Certificates" shall mean any of the certificates
--------------------
executed by the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-2 hereto.
"Class B Deficiency Amount" shall have the meaning specified in
-------------------------
subsection 4.6(b).
"Class B Fixed Allocation" shall mean, with respect to any
------------------------
Monthly Period following the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is
the Class B Investor Interest as of the close of business on the last day of
the Revolving Period and the denominator of which is equal to the Investor
Interest as of the close of business on the last day of the Revolving Period.
"Class B Floating Allocation" shall mean, with respect to any
---------------------------
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is the Class B Investor Interest as
of the close of business on the last day of the preceding Monthly Period and
the denominator of which is equal to the Adjusted Investor Interest as of the
close of business on such day; provided, however, that,
-------- -------
6
<PAGE>
with respect to the first Monthly Period, the Class B Floating Allocation shall
mean the percentage equivalent of a fraction, the numerator of which is the
Class B Initial Investor Interest and the denominator of which is the Initial
Investor Interest.
"Class B Initial Investor Interest" shall mean the aggregate
---------------------------------
initial principal amount of the Class B Certificates, which is $95,833,000.
"Class B Investor Allocation" shall mean, with respect to any
---------------------------
Monthly Period, (a) with respect to Default Amounts and Finance Charge
Receivables at any time or Principal Receivables during the Revolving Period,
the Class B Floating Allocation, and (b) with respect to Principal Receivables
during the Controlled Accumulation Period or Rapid Amortization Period, the
Class B Fixed Allocation.
"Class B Investor Charge-Offs" shall have the meaning specified
----------------------------
in subsection 4.10(b).
"Class B Investor Default Amount" shall mean, with respect to
-------------------------------
each Transfer Date, an amount equal to the product of (a) the Aggregate
Investor Default Amount for the related Monthly Period and (b) the Class B
Floating Allocation applicable for the related Monthly Period.
"Class B Investor Interest" shall mean, on any date of
-------------------------
determination, an amount equal to (a) the Class B Initial Investor Interest,
minus (b) the aggregate amount of principal payments made to Class B
- -----
Certificateholders prior to such date, minus (c) the aggregate amount of
-----
Class B Investor Charge-Offs for all prior Transfer Dates pursuant to
subsection 4.10(b), minus (d) the amount of the Reallocated Class B
-----
Principal Collections allocated pursuant to subsection 4.12(a) on all prior
Transfer Dates for which the Collateral Interest has not been reduced,
minus (e) an amount equal to the amount by which the Class B Investor
- -----
Interest has been reduced on all prior Transfer Dates pursuant to subsection
4.10(a) and plus (f) the aggregate amount of Excess Spread allocated and
----
available on all prior Transfer Dates pursuant to subsection 4.11(d), for the
purpose of reimbursing amounts deducted pursuant to the foregoing clauses (c),
(d) and (e); provided, however, that the Class B Investor Interest may
-------- -------
not be reduced below zero.
"Class B Monthly Interest" shall mean the monthly interest
------------------------
distributable in respect of the Class B Certificates as calculated in
accordance with subsection 4.6(b).
"Class B Monthly Principal" shall mean the monthly principal
-------------------------
distributable in respect of the Class B Certificates as calculated in
accordance with subsection 4.7(b).
7
<PAGE>
"Class B Required Amount" shall have the meaning specified in
-----------------------
subsection 4.8(b).
"Class B Scheduled Payment Date" shall mean the March 2004
------------------------------
Distribution Date.
"Class B Servicing Fee" shall have the meaning specified in
---------------------
subsection 3(a) hereof.
"Closing Date" shall mean February 24, 1997.
------------
"Code" shall mean the Internal Revenue Code of 1986, as
----
amended.
"Collateral Allocation" shall mean, with respect to any Monthly
---------------------
Period, (a) with respect to Default Amounts and Finance Charge Receivables at
any time or Principal Receivables during the Revolving Period, the Collateral
Floating Allocation, and (b) with respect to Principal Receivables during the
Controlled Accumulation Period or Rapid Amortization Period, the Collateral
Fixed Allocation.
"Collateral Available Funds" shall mean, with respect to any
--------------------------
Monthly Period, an amount equal to the Collateral Floating Allocation of the
Collections of Finance Charge Receivables allocated to the Investor
Certificates and deposited in the Finance Charge Account for such Monthly
Period (or to be deposited in the Finance Charge Account on the related
Transfer Date with respect to the preceding Monthly Period pursuant to the
third paragraph of subsection 4.3(a) of the Agreement and subsection 3(b) of
this Series Supplement), excluding the portion of Collections of Finance Charge
Receivables attributable to Servicer Interchange.
"Collateral Charge-Offs" shall have the meaning specified in
----------------------
subsection 4.10(c).
"Collateral Default Amount" shall mean, with respect to any
-------------------------
Transfer Date, an amount equal to the product of (a) the Aggregate Investor
Default Amount for the related Monthly Period and (b) the Collateral Floating
Allocation applicable for the related Monthly Period.
"Collateral Fixed Allocation" shall mean, with respect to any
---------------------------
Monthly Period following the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is
the Collateral Interest as of the close of business on the last day of the
Revolving Period and the denominator of which is equal to the Investor Interest
as of the close of business on the last day of the Revolving Period.
8
<PAGE>
"Collateral Floating Allocation" shall mean, with respect to
------------------------------
any Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Collateral Interest
as of the close of business on the last day of the preceding Monthly Period and
the denominator of which is equal to the Adjusted Investor Interest as of the
close of business on such day; provided, however, that, with respect to
-------- -------
the first Monthly Period, the Collateral Floating Allocation shall mean the
percentage equivalent of a fraction, the numerator of which is the Collateral
Initial Interest and the denominator of which is the Initial Investor Interest.
"Collateral Initial Interest" shall mean the aggregate initial
---------------------------
principal amount of the Collateral Interest, which is $123,214,619.
"Collateral Interest" shall mean, on any date of determination,
-------------------
an amount equal to (a) the Collateral Initial Interest, minus (b) the
-----
aggregate amount of principal payments made to the Collateral Interest Holder
prior to such date, minus (c) the aggregate amount of Collateral
-----
Charge-offs for all prior Transfer Dates pursuant to subsection 4.10(c),
minus (d) the amount of Reallocated Principal Collections allocated
- -----
pursuant to subsections 4.12(a) and (b) on all prior Transfer Dates, minus
-----
(e) an amount equal to the amount by which the Collateral Interest has been
reduced on all prior Transfer Dates pursuant to subsections 4.10(a) and (b),
and plus (f) the aggregate amount of Excess Spread allocated and available
----
on all prior Transfer Dates pursuant to subsection 4.11(h), for the purpose of
reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and
(e); provided further, however, that the Collateral Interest may
----------------- -------
not be reduced below zero.
"Collateral Interest Holder" shall mean the entity so
--------------------------
designated in the Loan Agreement.
"Collateral Interest Servicing Fee" shall have the meaning
---------------------------------
specified in subsection 3(a) hereof.
"Collateral Monthly Interest" shall mean the monthly interest
---------------------------
distributable in respect of the Collateral Interest as calculated in accordance
with subsection 4.6(c).
"Collateral Monthly Principal" shall mean the monthly principal
----------------------------
distributable in respect of the Collateral Interest as calculated in accordance
with subsection 4.7(c).
"Collateral Rate" shall mean, for any Interest Period, the rate
---------------
specified in the Loan Agreement.
"Controlled Accumulation Amount" shall mean (a) for any
------------------------------
Transfer Date with respect to the Controlled Accumulation Period
9
<PAGE>
prior to the payment in full of the Class A Investor Interest, $95,833,333.33;
provided, however, that if the Accumulation Period Length is determined
- -------- -------
to be less than 12 months pursuant to subsection 4.9(i), the Controlled
Accumulation Amount for each Transfer Date with respect to the Controlled
Accumulation Period prior to the payment in full of the Class A Investor
Interest will be equal to (i) the product of (x) the Class A Initial Investor
Interest and (y) the Accumulation Period Factor for such Monthly Period divided
by (ii) the Required Accumulation Factor Number, and (b) for any Transfer Date
with respect to the Controlled Accumulation Period after payment in full of the
Class A Investor Interest, an amount equal to the Class B Investor Interest as
of such Transfer Date.
"Controlled Accumulation Period" shall mean, unless a Pay Out
------------------------------
Event shall have occurred prior thereto, the period commencing at the close of
business on January 31, 2003 or such later date as is determined in accordance
with subsection 4.9(i) and ending on the first to occur of (a) the commencement
of the Rapid Amortization Period and (b) the Series 1997-1 Termination Date.
"Controlled Deposit Amount" shall mean, with respect to any
-------------------------
Transfer Date, the sum of (a) the Controlled Accumulation Amount for such
Transfer Date and (b) any existing Accumulation Shortfall.
"Covered Amount" shall mean, as of the Transfer Date with
--------------
respect to any Interest Period, an amount equal to the product of (a) (i) a
fraction, the numerator of which is the actual number of days in such Interest
Period and the denominator of which is 360, times (ii) the Class A
-----
Certificate Rate in effect with respect to such Interest Period, and (b) the
Principal Funding Account Balance as of the close of business on the
Distribution Date preceding such Transfer Date (after giving effect to all of
the transactions occurring on such date).
"Credit Enhancement" shall mean (a) with respect to the Class A
------------------
Certificates, the subordination of the Class B Certificates and the Collateral
Interest, and (b) with respect to the Class B Certificates, the subordination
of the Collateral Interest.
"Credit Enhancement Provider" shall mean the Collateral
---------------------------
Interest Holder.
"Cumulative Series Principal Shortfall" shall mean the sum of
-------------------------------------
the Series Principal Shortfalls (as such term is defined in each of the related
Series Supplements) for each Series.
"Daily Principal Shortfall" shall mean, on any date of
-------------------------
determination, the excess of the Monthly Principal Payment for
10
<PAGE>
the Monthly Period relating to such date over the month to date amount of
Collections processed in respect of Principal Receivables for such Monthly
Period allocable to investor certificates of all outstanding Series, not
subject to reallocation, which are on deposit or to be deposited in the
Principal Account on such date.
"Deficiency Amount" shall mean, at any time of determination,
-----------------
the sum of the Class A Deficiency Amount and the Class B Deficiency Amount.
"Distribution Date" shall mean March 17, 1997 and the fifteenth
-----------------
day of each calendar month thereafter, or if such fifteenth day is not a
Business Day, the next succeeding Business Day.
"Excess Principal Funding Investment Proceeds" shall mean, with
--------------------------------------------
respect to each Transfer Date relating to the Controlled Accumulation Period,
the amount, if any, by which the Principal Funding Investment Proceeds for such
Transfer Date exceed the Covered Amount determined on such Transfer Date.
"Excess Spread" shall mean, with respect to any Transfer Date,
-------------
the sum of the amounts with respect to such Transfer Date, if any, specified
pursuant to subsections 4.9(a)(iv), 4.9(b)(iii) and 4.9(c)(ii).
"Finance Charge Shortfall" shall mean, with respect to any
------------------------
Transfer Date, the excess, if any, of the amount distributable pursuant to the
subsections 4.11(a) through (i) over Excess Spread.
"Fitch" shall mean Fitch Investors Service, L.P. or its
-----
successors.
"Fixed Investor Percentage" shall mean, with respect to any
-------------------------
Monthly Period, the percentage equivalent of a fraction, the numerator of which
is the Investor Interest as of the close of business on the last day of the
Revolving Period and the denominator of which is the greater of (a) the sum of
(i) the aggregate amount of Principal Receivables in the Trust determined as of
the close of business on the last day of the prior Monthly Period and (ii) the
Excess Funding Amount as of the close of business on such last day of the prior
Monthly Period and (b) the sum of the numerators used to calculate the Investor
Percentages (as such term is defined in the Agreement) for allocations with
respect to Principal Receivables for all outstanding Series on such date of
determination; provided, however, that with respect to any Monthly
-------- -------
Period in which an Addition Date occurs or in which a Removal Date occurs, the
amount determined pursuant to clause (a)(i) hereof shall be the sum of (A) the
aggregate amount of Principal Receivables in the Trust as of the close of
business on
11
<PAGE>
the last day of the prior Monthly Period for the period from and including the
first day of such Monthly Period to but excluding the related Addition Date or
Removal Date and (B) the aggregate amount of Principal Receivables in the Trust
as of the beginning of the day on the related Addition Date or Removal Date
after adjusting for the aggregate amount of Principal Receivables added to or
removed from the Trust on the related Addition Date or Removal Date, for the
period from and including the related Addition Date or Removal Date to and
including the last day of such Monthly Period.
"Floating Investor Percentage" shall mean, with respect to any
----------------------------
Monthly Period, the percentage equivalent of a fraction, the numerator of which
is the Adjusted Investor Interest as of the close of business on the last day
of the prior Monthly Period (or with respect to the first Monthly Period, the
Initial Investor Interest) and the denominator of which is the greater of (a)
the sum of (i) the aggregate amount of Principal Receivables as of the close of
business on the last day of the prior Monthly Period (or with respect to the
first calendar month in the first Monthly Period, the aggregate amount of
Principal Receivables in the Trust as of the close of business on the day
immediately preceding the Closing Date, and with respect to the second calendar
month in the first Monthly Period, the aggregate amount of Principal
Receivables as of the close of business on the last day of the first calendar
month in the first Monthly Period) and (ii) the Excess Funding Amount as of the
close of business on such last day of the prior Monthly Period and (b) the sum
of the numerators used to calculate the Investor Percentages (as such term is
defined in the Agreement) for allocations with respect to Finance Charge
Receivables, Default Amounts or Principal Receivables, as applicable, for all
outstanding Series on such date of determination; provided, however,
-------- -------
that with respect to any Monthly Period in which an Addition Date occurs or in
which a Removal Date occurs, the amount determined pursuant to clause (a)(i)
hereof shall be the sum of (A) the aggregate amount of Principal Receivables in
the Trust as of the close of business on the last day of the prior Monthly
Period for the period from and including the first day of such Monthly Period
to but excluding the related Addition Date or Removal Date and (B) the
aggregate amount of Principal Receivables in the Trust as of the beginning of
the day on the related Addition Date or Removal Date after adjusting for the
aggregate amount of Principal Receivables added to or removed from the Trust on
the related Addition Date or Removal Date, for the period from and including
the related Addition Date or Removal Date to and including the last day of such
Monthly Period.
"Group One" shall mean Series 1997-1 and each other Series
---------
specified in the related Supplement to be included in Group One.
12
<PAGE>
"Initial Investor Interest" shall mean $1,369,047,619;
-------------------------
provided, however, that following the issuance of any Additional
- -------- -------
Certificates pursuant to Section 10 hereof "Initial Investor Interest" shall
mean the sum of $1,369,047,619 and the initial investor interest of such
Additional Certificates.
"Interest Period" shall mean, with respect to any Distribution
---------------
Date, the period from and including the previous Distribution Date through the
day preceding such Distribution Date, except that the initial Interest Period
shall be the period from and including the Closing Date through the day
preceding the initial Distribution Date.
"Investor Certificateholder" shall mean (a) with respect to the
--------------------------
Class A Certificates, the holder of record of a Class A Certificate, (b) with
respect to the Class B Certificates, the holder of record of a Class B
Certificate and (c) with respect to the Collateral Interest, the Collateral
Interest Holder.
"Investor Certificates" shall mean the Class A Certificates,
---------------------
the Class B Certificates and the Collateral Interest.
"Investor Default Amount" shall mean, with respect to any
-----------------------
Receivable in a Defaulted Account, an amount equal to the product of (a) the
Default Amount and (b) the Floating Investor Percentage on the day such Account
became a Defaulted Account.
"Investor Interest" shall mean, on any date of determination,
-----------------
an amount equal to the sum of (a) the Class A Investor Interest, (b) the Class
B Investor Interest and (c) the Collateral Interest, each as of such date.
"Investor Percentage" shall mean for any Monthly Period, (a)
-------------------
with respect to Finance Charge Receivables and Default Amounts at any time and
Principal Receivables during the Revolving Period, the Floating Investor
Percentage and (b) with respect to Principal Receivables during the Controlled
Accumulation Period or the Rapid Amortization Period, the Fixed Investor
Percentage.
"Investor Principal Collections" shall mean, with respect to
------------------------------
any Monthly Period, the sum of (a) the aggregate amount deposited into the
Principal Account for such Monthly Period pursuant to subsections 4.5(a)(ii),
(iii) and (iv), 4.5(b)(ii), (iii) and (iv) or 4.5(c)(ii), in each case, as
applicable to such Monthly Period and (b) the aggregate amount to be treated as
Investor Principal Collections pursuant to subsections 4.9(a)(iii) and 4.11(a),
(b), (c), (d), (g) and (h) for such Monthly Period (other than such amount paid
from Reallocated Principal Collections).
13
<PAGE>
"Investor Servicing Fee shall have the meaning specified in
----------------------
subsection 3(a) hereof.
"LIBOR" shall mean, for any Interest Period, the London
-----
interbank offered rate for one-month United States dollar deposits determined
by the Trustee for each Interest Period in accordance with the provisions of
Section 4.16.
"LIBOR Determination Date" shall mean February 20, 1997 for the
------------------------
period from the Closing Date through March 16, 1997, and the second London
Business Day prior to the commencement of the second and each subsequent
Interest Period.
"Loan Agreement" shall mean the agreement among the Transferor,
--------------
the Servicer, the Trustee, and the Collateral Interest Holder, dated as of the
Closing Date, as amended or modified from time to time.
"London Business Day" shall mean any Business Day on which
-------------------
dealings in deposits in United States dollars are transacted in the London
interbank market.
"Minimum Transferor Interest Percentage" shall mean 7%.
--------------------------------------
"Monthly Period" shall have the meaning specified in the
--------------
Agreement, except that the first Monthly Period with respect to the Investor
Certificates shall begin on and include the Closing Date and shall end on and
include February 28, 1997.
"Monthly Principal Payment" shall mean with respect to any
-------------------------
Monthly Period, for all Series (including Series 1997-1) which are in an
Amortization Period or Accumulation Period (as such terms are defined in the
related Supplements for all Series), the sum of (a) the Controlled Distribution
Amount for the related Transfer Date for any Series in its Controlled
Amortization Period (as such terms are defined in the related Supplements for
all Series), (b) the Controlled Deposit Amount for the related Transfer Date
for any Series in its Accumulation Period, other than its Rapid Accumulation
Period, if applicable (as such terms are defined in the related Supplements for
all Series), (c) the Investor Interest as of the end of the prior Monthly
Period taking into effect any payments to be made on the following Distribution
Date for any Series in its Principal Amortization Period or Rapid Amortization
Period (as such terms are defined in the related Supplements for all Series),
(d) the Adjusted Investor Interest as of the end of the prior Monthly Period
taking into effect any payments or deposits to be made on the following
Transfer Date and Distribution Date for any Series in its Rapid Accumulation
Period (as such terms are defined in the related Supplements for all Series),
(e) the excess of the Collateral Interest as of the Transfer Date occurring in
such Monthly Period over the Required Collateral Interest for the related
Transfer
14
<PAGE>
Date, assuming no Accumulation Shortfall and (f) such other amounts as may be
specified in the related Supplements for all Series.
"Net Servicing Fee Rate" shall mean 1.0% per annum.
----------------------
"Pay Out Commencement Date" shall mean the date on which a
-------------------------
Trust Pay Out Event is deemed to occur pursuant to Section 9.1 or a Series
1997-1 Pay Out Event is deemed to occur pursuant to Section 9 hereof.
"Portfolio Adjusted Yield" shall mean, with respect to any
------------------------
Transfer Date, the average of the percentages obtained for each of the three
preceding Monthly Periods by subtracting the Base Rate from the Portfolio Yield
for such Monthly Period and deducting 0.5% from the result for each Monthly
Period.
"Portfolio Yield" shall mean, with respect to any Monthly
---------------
Period, the annualized percentage equivalent of a fraction, the numerator of
which is an amount equal to the sum of (a) the amount of Collections of Finance
Charge Receivables deposited into the Finance Charge Account and allocable to
the Investor Certificates for such Monthly Period,(b) the Principal Funding
Investment Proceeds deposited into the Finance Charge Account on the Transfer
Date related to such Monthly Period and (c) the amount of the Reserve Draw
Amount (up to the Available Reserve Account Amount) plus any amounts of
interest and earnings described in subsections 4.15(b) and (d), each deposited
into the Finance Charge Account on the Transfer Date relating to such Monthly
Period, such sum to be calculated on a cash basis after subtracting the
Aggregate Investor Default Amount for such Monthly Period, and the denominator
of which is the Investor Interest as of the close of business on the last day
of such Monthly Period.
"Principal Funding Account" shall have the meaning set forth in
-------------------------
subsection 4.14(a).
"Principal Funding Account Balance" shall mean, with respect to
---------------------------------
any date of determination, the principal amount, if any, on deposit in the
Principal Funding Account on such date of determination.
"Principal Funding Investment Proceeds" shall mean, with
-------------------------------------
respect to each Transfer Date, the investment earnings on funds in the
Principal Funding Account (net of investment expenses and losses) for the
period from and including the immediately preceding Transfer Date to but
excluding such Transfer Date.
"Principal Funding Investment Shortfall" shall mean, with
--------------------------------------
respect to each Transfer Date relating to the Controlled Accumulation Period,
the amount, if any, by which the Principal
15
<PAGE>
Funding Investment Proceeds for such Transfer Date are less than the Covered
Amount determined as of such Transfer Date.
"Rapid Amortization Period" shall mean the Amortization Period
-------------------------
commencing on the Pay Out Commencement Date and ending on the earlier to occur
of (a) the Series 1997-1 Termination Date and (b) the termination of the Trust
pursuant to Section 12.1.
"Rating Agency" shall mean Moody's, Standard & Poor's and
-------------
Fitch.
"Reallocated Class B Principal Collections" shall mean, with
-----------------------------------------
respect to any Transfer Date, Collections of Principal Receivables applied in
accordance with subsection 4.12(a) in an amount not to exceed the product of
(a) the Class B Investor Allocation with respect to the Monthly Period relating
to such Transfer Date and (b) the Investor Percentage with respect to the
Monthly Period relating to such Transfer Date and (c) the amount of Collections
of Principal Receivables with respect to the Monthly Period relating to such
Transfer Date; provided however, that such amount shall not exceed the
-------- -------
Class B Investor Interest after giving effect to any Class B Investor
Charge-Offs for such Transfer Date.
"Reallocated Collateral Principal Collections" shall mean, with
--------------------------------------------
respect to any Transfer Date, Collections of Principal Receivables applied in
accordance with subsections 4.12(a) and (b) in an amount not to exceed the
product of (a) the Collateral Allocation with respect to the Monthly Period
relating to such Transfer Date and (b) the Investor Percentage with respect to
the Monthly Period relating to such Transfer Date and (c) the amount of
Collections of Principal Receivables with respect to the Monthly Period
relating to such Transfer Date; provided however, that such amount
-------- -------
shall not exceed the Collateral Interest after giving effect to any Collateral
Charge-Offs for such Transfer Date.
"Reallocated Principal Collections" shall mean the sum of (a)
---------------------------------
Reallocated Class B Principal Collections and (b) Reallocated Collateral
Principal Collections.
"Reference Banks" shall mean four major banks in the London
---------------
interbank market selected by the Servicer.
"Required Accumulation Factor Number" shall be equal to a
-----------------------------------
fraction, rounded upwards to the nearest whole number, the numerator of which
is one and the denominator of which is equal to the lowest monthly principal
payment rate on the Accounts, expressed as a decimal, for the 12 months
preceding the date of such calculation.
16
<PAGE>
"Required Collateral Interest" shall mean (a) initially,
----------------------------
$123,214,619 and (b) on any Transfer Date thereafter, 9.0% of the sum of the
Class A Adjusted Investor Interest, the Class B Investor Interest and the
Collateral Interest on such Transfer Date, after taking into account deposits
into the Principal Funding Account on such Transfer Date and payments to be
made on the related Distribution Date, and the Collateral Interest on the prior
Transfer Date, after any adjustments to be made on such date, but not less than
$41,071,429; provided, however, that (x) if either (i) there is a
-------- -------
reduction in the Collateral Interest pursuant to clause (c), (d) or (e) of the
definition of such term or (ii) a Pay Out Event with respect to the Investor
Certificates has occurred, the Required Collateral Interest for any Transfer
Date shall equal the Required Collateral Interest for the Transfer Date
immediately preceding such reduction or Pay Out Event, (y) in no event shall
the Required Collateral Interest exceed the sum of the outstanding principal
amounts of (i) the Class A Certificates and (ii) the Class B Certificates, each
as of the last day of the Monthly Period preceding such Transfer Date after
taking into account the payments to be made on the related Distribution Date
and (z) the Required Collateral Interest may be reduced at the Transferor's
option at any time if the Transferor, the Servicer, the Collateral Interest
Holder and the Trustee have been provided evidence that the Rating Agency
Condition shall have been satisfied with respect to such reduction.
"Required Reserve Account Amount" shall mean, with respect to
-------------------------------
any Transfer Date on or after the Reserve Account Funding Date, an amount equal
to (a) 0.50% of the outstanding principal balance of the Class A Certificates
or (b) any other amount designated by the Transferor; provided,
--------
however, that if such designation is of a lesser amount, the Transferor
- -------
shall (i) provide the Servicer, the Collateral Interest Holder and the Trustee
with evidence that the Rating Agency Condition shall have been satisfied and
(ii) deliver to the Trustee a certificate of an authorized officer to the
effect that, based on the facts known to such officer at such time, in the
reasonable belief of the Transferor, such designation will not cause a Pay Out
Event or an event that, after the giving of notice or the lapse of time, would
cause a Pay Out Event to occur with respect to Series 1997-1.
"Reserve Account" shall have the meaning specified in
---------------
subsection 4.15(a).
"Reserve Account Funding Date" shall mean the Transfer Date
----------------------------
which occurs not later than the earliest of (a) the Transfer Date with respect
to the Monthly Period which commences three months prior to the commencement of
the Controlled Accumulation Period; (b) the first Transfer Date for which the
Portfolio Adjusted Yield is less than 2%, but in such event the Reserve Account
Funding Date shall not be required to occur earlier than
17
<PAGE>
the Transfer Date with respect to the Monthly Period which commences 12 months
prior to the commencement of the Controlled Accumulation Period; (c) the first
Transfer Date for which the Portfolio Adjusted Yield is less than 3%, but in
such event the Reserve Account Funding Date shall not be required to occur
earlier than the Transfer Date with respect to the Monthly Period which
commences six months prior to the commencement of the Controlled Accumulation
Period; and (d) the first Transfer Date for which the Portfolio Adjusted Yield
is less than 4%, but in such event the Reserve Account Funding Date shall not
be required to occur earlier than the Transfer Date with respect to the Monthly
Period which commences four months prior to the commencement of the Controlled
Accumulation Period.
"Reserve Account Surplus" shall mean, as of any Transfer Date
-----------------------
following the Reserve Account Funding Date, the amount, if any, by which the
amount on deposit in the Reserve Account exceeds the Required Reserve Account
Amount.
"Reserve Draw Amount" shall have the meaning specified in
-------------------
subsection 4.15(c).
"Revolving Period" shall mean the period from and including the
----------------
Closing Date to, but not including, the earlier of (a) the day the Controlled
Accumulation Period commences and (b) the Pay Out Commencement Date.
"Series 1997-1" shall mean the Series of the Chase Credit Card
-------------
Master Trust represented by the Investor Certificates.
"Series 1997-1 Certificateholders" shall mean the holder of
--------------------------------
record of a Series 1997-1 Certificate.
"Series 1997-1 Certificates" shall mean the Class A
--------------------------
Certificates and the Class B Certificates.
"Series 1997-1 Pay Out Event" shall have the meaning specified
---------------------------
in Section 9 hereof.
"Series 1997-1 Termination Date" shall mean the earliest to
------------------------------
occur of (a) the Distribution Date on which the Investor Interest is paid in
full, (b) the October 2006 Distribution Date and (c) the Trust Termination
Date.
"Series Principal Shortfall" shall mean with respect to any
--------------------------
Transfer Date, the excess, if any, of (a) (i) with respect to any Transfer Date
relating to the Controlled Accumulation Period, the sum of (A) the Controlled
Deposit Amount for such Transfer Date, and (B) the excess, if any, of the
Collateral Interest for such Transfer Date over the Required Collateral
Interest for such Transfer Date and (ii) with respect to any
18
<PAGE>
Transfer Date during the Rapid Amortization Period, the Adjusted Investor
Interest over (b) the Investor Principal Collections minus the Reallocated
Principal Collections for such Transfer Date.
"Series Servicing Fee Percentage" shall mean 2.0%.
-------------------------------
"Servicer Interchange" shall mean, for any Monthly Period, the
--------------------
portion of Collections of Finance Charge Receivables allocated to the Investor
Certificates and deposited in the Finance Charge Account with respect to such
Monthly Period that is attributable to Interchange; provided, however,
-------- -------
that Servicer Interchange for a Monthly Period shall not exceed one-twelfth of
the product of (i) the Adjusted Investor Interest as of the last day of such
Monthly Period and (ii) 1.00%.
"Shared Excess Finance Charge Collections" shall mean, with
----------------------------------------
respect to any Distribution Date, as the context requires, either (x) the
amount described in subsection 4.11(k) allocated to the Series 1997-1
Certificates but available to cover shortfalls in amounts paid from Collections
of Finance Charge Receivables for other Series, if any or (y) the aggregate
amount of Collections of Finance Charge Receivables allocable to other Series
in excess of the amounts necessary to make required payments with respect to
such Series, if any, and available to cover shortfalls with respect to the
Series 1997-1 Certificates.
"Shared Principal Collections" shall mean either (a) the amount
----------------------------
allocated to the Investor Certificates which may be applied to the Series
Principal Shortfall with respect to other outstanding Series or (b) the amounts
allocated to the investor certificates of other Series which the applicable
Supplements for such Series specify are to be treated as "Shared Principal
Collections" and which may be applied to cover the Series Principal Shortfall
with respect to the Investor Certificates.
"Telerate Page 3750" shall mean the display page currently so
------------------
designated on the Dow Jones Telerate Service (or such other page as may replace
that page on that service for the purpose of displaying comparable rates or
prices).
"Unallocated Principal Collections" shall have the meaning
---------------------------------
specified in subsection 4.5(d).
SECTION 3. Servicing Compensation and Assignment of
-----------------------------------------
Interchange. (a) The share of the Servicing Fee allocable to Series 1997-1
- -----------
with respect to any Transfer Date (the "Investor Servicing Fee") shall be equal
to one-twelfth of the product of (i) the Series Servicing Fee Percentage and
(ii) the Adjusted Investor Interest as of the last day of the Monthly Period
preceding such Transfer Date; provided, however, that with respect to
-------- -------
the first Transfer Date, the Investor Servicing Fee
19
<PAGE>
shall be equal to the product of (i) a fraction, the numerator of which is the
number of days from and including the Closing Date to and including the last
day of the November Monthly Period and the denominator of which is 360, (ii)
2.0% and (iii) the Investor Interest on the Closing Date. On each Transfer
Date a portion of Interchange with respect to the related Monthly Period that
is on deposit in the Finance Charge Account shall be withdrawn from the Finance
Charge Account and paid to the Servicer in payment of a portion of the Investor
Servicing Fee with respect to such Monthly Period ("Servicer Interchange").
Should the Servicer Interchange on deposit in the Finance Charge Account on any
Transfer Date with respect to the related Monthly Period be less than
one-twelfth of 1.00% of the Adjusted Investor Interest as of the last day of
such Monthly Period, the Investor Servicing Fee with respect to such Monthly
Period will not be paid to the extent of such insufficiency of Servicer
Interchange on deposit in the Finance Charge Account. The share of the
Investor Servicing Fee allocable to the Class A Investor Interest with respect
to any Transfer Date (the "Class A Servicing Fee") shall be equal to
one-twelfth of the product of (i) the Class A Floating Allocation, (ii) the Net
Servicing Fee Rate and (iii) the Adjusted Investor Interest as of the last day
of the Monthly Period preceding such Transfer Date; provided, however,
-------- -------
that with respect to the first Transfer Date, the Class A Servicing Fee shall
be equal to the product of (i) the Class A Floating Allocation, (ii) a
fraction, the numerator of which is the number of days from and including the
Closing Date to and including the last day of the November Monthly Period and
the denominator of which is 360, (iii) the Net Servicing Fee Rate and (iv) the
Investor Interest on the Closing Date. The share of the Investor Servicing Fee
allocable to the Class B Investor Interest with respect to any Transfer Date
(the "Class B Servicing Fee") shall be equal to one-twelfth of the product of
(i) the Class B Floating Allocation, (ii) the Net Servicing Fee Rate and (iii)
the Adjusted Investor Interest as of the last day of the Monthly Period
preceding such Transfer Date; provided, however, that with respect to
-------- -------
the first Transfer Date, the Class B Servicing Fee shall be equal to the
product of (i) the Class B Floating Allocation, (ii) a fraction, the numerator
of which is the number of days from and including the Closing Date to and
including the last day of the November Monthly Period and the denominator of
which is 360, (iii) the Net Servicing Fee Rate and (iv) the Investor Interest
on the Closing Date. The share of the Investor Servicing Fee allocable to the
Collateral Interest with respect to any Transfer Date (the "Collateral Interest
Servicing Fee") shall be equal to one-twelfth of the product of (i) the
Collateral Floating Allocation, (ii) the Net Servicing Fee Rate and (iii) the
Adjusted Investor Interest as of the last day of the Monthly Period preceding
such Transfer Date; provided, however, that with respect to the first
-------- -------
Transfer Date, the Collateral Interest Servicing Fee shall be equal to the
product of (i) the Class C Floating Allocation, (ii) a fraction, the numerator
of which is
20
<PAGE>
the number of days from and including the Closing Date to and including the
last day of the November Monthly Period and the denominator of which is 360,
(iii) the Net Servicing Fee Rate and (iv) the Investor Interest on the Closing
Date. Except as specifically provided above, the Servicing Fee shall be paid
by the cash flows from the Trust allocated to the Transferor or the
certificateholders of other Series (as provided in the related Supplements) and
in no event shall the Trust, the Trustee or the Investor Certificateholders be
liable therefor. The Class A Servicing Fee shall be payable to the Servicer
solely to the extent amounts are available for distribution in respect thereof
pursuant to subsections 4.9(a)(ii) and 4.11(a). The Class B Servicing Fee
shall be payable solely to the extent amounts are available for distribution in
respect thereof pursuant to subsections 4.9(b)(ii) and 4.11(c). The Collateral
Interest Servicing Fee shall be payable solely to the extent amounts are
available for distribution in respect thereof pursuant to subsection 4.11(f)
or, if applicable, subsection 4.9(c)(i).
(b) On or before each Transfer Date, the Transferor shall notify
the Servicer of the amount of Interchange to be included as Collections of
Finance Charge Receivables and allocable to the Investor Certificateholders
with respect to the preceding Monthly Period as determined pursuant to this
subsection 3(b). Such amount of Interchange shall be equal to the product of
(i) the aggregate amount of Interchange with respect to such Monthly Period and
(ii) the Investor Percentage with respect to Finance Charge Receivables for
such Monthly Period. On each Transfer Date, the Transferor shall pay to the
Servicer, and the Servicer shall deposit into the Finance Charge Account, in
immediately available funds, the amount of Interchange to be so included as
Collections of Finance Charge Receivables allocable to the Investor
Certificates with respect to the preceding Monthly Period.
SECTION 4. Reassignment and Transfer Terms. The Investor
-------------------------------
Certificates shall be subject to retransfer to the Transferor at its option, in
accordance with the terms specified in subsection 12.2(a), on any Distribution
Date on or after the Distribution Date on which the Investor Interest is
reduced to an amount less than or equal to 5% of the Initial Investor Interest.
The deposit required in connection with any such repurchase shall include the
amount, if any, on deposit in the Principal Funding Account and will be equal
to the sum of (a) the Investor Interest and (b) accrued and unpaid interest on
the Investor Certificates through the day preceding the Distribution Date on
which the repurchase occurs.
SECTION 5. Delivery and Payment for the Investor Certificates.
--------------------------------------------------
The Transferor shall execute and deliver the Series 1997-1 Certificates to the
Trustee for authentication in
21
<PAGE>
accordance with Section 6.1. The Trustee shall deliver such Certificates when
authenticated in accordance with Section 6.2.
SECTION 6. Depository; Form of Delivery of Investor
-----------------------------------------
Certificates.
- ------------
(a) The Class A Certificates and the Class B Certificates shall be
delivered as Book-Entry Certificates as provided in Sections 6.1 and 6.10.
(b) The Depository for Series 1997-1 shall be The Depository Trust
Company, and the Class A Certificates and Class B Certificates shall be
initially registered in the name of Cede & Co., its nominee.
SECTION 7. Article IV of Agreement. Sections 4.1, 4.2 and 4.3
-----------------------
shall be read in their entirety as provided in the Agreement. Article IV
(except for Sections 4.1, 4.2 and 4.3 thereof) shall be read in its entirety as
follows and shall be applicable only to the Investor Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.4 Rights of Certificateholders and the Collateral
------------------------------------------------
Interest Holder. The Investor Certificates shall represent undivided
- ---------------
interests in the Trust, consisting of the right to receive, to the extent
necessary to make the required payments with respect to such Investor
Certificates at the times and in the amounts specified in this Agreement, (a)
the Floating Investor Percentage and Fixed Investor Percentage (as applicable
from time to time) of Collections received with respect to the Receivables and
(b) funds on deposit in the Collection Account, the Finance Charge Account, the
Excess Funding Account, the Principal Account, the Principal Funding Account,
the Reserve Account and the Distribution Account. The Collateral Interest
shall be subordinate to the Class A Certificates and the Class B Certificates.
The Class B Certificates shall be subordinate to the Class A Certificates. The
Transferor Certificate shall not represent any interest in the Collection
Account, the Finance Charge Account, the Principal Account, the Excess Funding
Account, the Principal Funding Account, the Reserve Account or the Distribution
Account, except as specifically provided in this Article IV.
SECTION 4.5 Allocations.
-----------
(a) Allocations During the Revolving Period. During the
---------------------------------------
Revolving Period, the Servicer shall, prior to the close of business on the day
any Collections are deposited in the Collec-
22
<PAGE>
tion Account, allocate to the Investor Certificateholders or the Holder of the
Transferor Certificate and pay or deposit from the Collection Account the
following amounts as set forth below:
(i) Deposit into the Finance Charge Account an amount equal to the
product of (A) the Investor Percentage on the Date of Processing of such
Collections and (B) the aggregate amount of Collections processed in
respect of Finance Charge Receivables on such Date of Processing to be
applied in accordance with Section 4.9.
(ii) Deposit into the Principal Account an amount equal to the
product of (A) the Collateral Allocation on the Date of Processing of
such Collections, (B) the Investor Percentage on the Date of Processing
of such Collections and (C) the aggregate amount of Collections processed
in respect of Principal Receivables on such Date of Processing to be
applied first in accordance with Section 4.12 and then in accordance with
subsection 4.9(d).
(iii) Deposit into the Principal Account an amount equal to the
product of (A) the Class B Investor Allocation on the Date of Processing
of such Collections, (B) the Investor Percentage on the Date of
Processing of such Collections and (C) the aggregate amount of
Collections processed in respect of Principal Receivables on such Date of
Processing to be applied first in accordance with Section 4.12 and then
in accordance with subsection 4.9(d).
(iv) (A) Deposit into the Principal Account an amount equal to the
product of (1) the Class A Investor Allocation on the Date of Processing
of such Collections, (2) the Investor Percentage on the Date of
Processing of such Collections and (3) the aggregate amount of
Collections processed in respect of Principal Receivables on such Date of
Processing; provided, however, that the amount deposited into the
-------- -------
Principal Account pursuant to this subsection 4.5(a)(iv)(A) shall not
exceed the Daily Principal Shortfall, and (B) pay to the Holder of the
Transferor Certificate an amount equal to the excess, if any, identified
in the proviso to clause (A) above; provided, however, that the
-------- -------
amount to be paid to the Holder of the Transferor Certificate pursuant to
this subsection 4.5(a)(iv)(B) with respect to any Date of Processing
shall be paid to the Holder of the Transferor Certificate only if the
Transferor Interest on such Date of Processing is greater than the
Minimum Transferor Interest (after giving effect to the inclusion in the
Trust of all Receivables created on or prior to such Date of Processing
and the application of payments referred to in subsection 4.3(b)) and
otherwise shall be deposited into the Excess Funding Account.
23
<PAGE>
(b) Allocations During the Controlled Accumulation Period.
-----------------------------------------------------
During the Controlled Accumulation Period, the Servicer shall, prior to the
close of business on the day any Collections are deposited in the Collection
Account, allocate to the Investor Certificateholders or the Holder of the
Transferor Certificate and pay or deposit from the Collection Account the
following amounts as set forth below:
(i) Deposit into the Finance Charge Account an amount equal to the
product of (A) the Investor Percentage on the Date of Processing of such
Collections and (B) the aggregate amount of Collections processed in
respect of Finance Charge Receivables on such Date of Processing to be
applied in accordance with Section 4.9.
(ii) Deposit into the Principal Account an amount equal to the
product of (A) the Collateral Allocation on the Date of Processing of
such Collections, (B) the Investor Percentage on the Date of Processing
of such Collections and (C) the aggregate amount of Collections processed
in respect of Principal Receivables on such Date of Processing to be
applied first in accordance with Section 4.12 and then in accordance with
subsection 4.9(e).
(iii) Deposit into the Principal Account an amount equal to the
product of (A) the Class B Investor Allocation on the Date of Processing
of such Collections, (B) the Investor Percentage on the Date of
Processing of such Collections and (C) the aggregate amount of
Collections processed in respect of Principal Receivables on such Date of
Processing to be applied first in accordance with Section 4.12 and then
in accordance with subsection 4.9(e).
(iv) (A) Deposit into the Principal Account an amount equal to the
product of (1) the Class A Investor Allocation on the Date of Processing
of such Collections, (2) the Investor Percentage on the Date of
Processing of such Collections and (3) the aggregate amount of
Collections processed in respect of Principal Receivables on such Date of
Processing; provided, however, that the amount deposited into the
-------- -------
Principal Account pursuant to this subsection 4.5(b)(iv)(A) shall not
exceed the Daily Principal Shortfall, and (B) pay to the Holder of the
Transferor Certificate an amount equal to the excess, if any, identified
in the proviso to clause (A) above; provided, however, that the
-------- -------
amount to be paid to the Holder of the Transferor Certificate pursuant to
this subsection 4.5(b)(iv)(B) with respect to any Date of Processing
shall be paid to the Holder of the Transferor Certificate only if the
Transferor Interest on such Date of Processing is greater than the
Minimum Transferor Interest (after giving effect to the inclusion in the
Trust of all Receivables created on or prior to such Date of
24
<PAGE>
Processing and the application of payments referred to in subsection
4.3(b)) and otherwise shall be deposited into the Excess Funding Account.
(c) Allocations During the Rapid Amortization Period. During
------------------------------------------------
the Rapid Amortization Period, the Servicer shall, prior to the close of
business on the day any Collections are deposited in the Collection Account,
allocate to the Investor Certificateholders and pay or deposit from the
Collection Account the following amounts as set forth below:
(i) Deposit into the Finance Charge Account an amount equal to the
product of (A) the Investor Percentage on the Date of Processing of such
Collections and (E) the aggregate amount of Collections processed in
respect of Finance Charge Receivables on such Date of Processing to be
applied in accordance with Section 4.9.
(ii) (A) Deposit into the Principal Account an amount equal to the
product of (1) the Investor Percentage on the Date of Processing of such
Collections and (2) the aggregate amount of Collections processed in
respect of Principal Receivables on such Date of Processing;
provided, however, that the amount deposited into the Principal
-------- -------
Account pursuant to this subsection 4.5(c)(ii)(A) shall not exceed the
sum of the Investor Interest as of the close of business on the last day
of the prior Monthly Period (after taking into account any payments to be
made on the Distribution Date relating to such prior Monthly Period and
deposits and any adjustments to be made to the Investor Interest to be
made on the Transfer Date relating to such Monthly Period) and any
Reallocated Principal Collections relating to the Monthly Period in which
such deposit is made and (B) pay to the Holder of the Transferor
Certificate an amount equal to the excess, if any, identified in the
proviso to clause (A) above; provided, however, that the amount
-------- -------
to be paid to the Holder of the Transferor Certificate pursuant to this
subsection 4.5(c)(ii)(B) with respect to any Date of Processing shall be
paid to the Holder of the Transferor Certificate only if the Transferor
Interest on such Date of Processing is greater than the Minimum
Transferor Interest (after giving effect to the inclusion in the Trust of
all Receivables created on or prior to such Date of Processing and the
application of payments referred to in subsection 4.3(b)) and otherwise
shall be deposited into the Excess Funding Account.
(d) Limitation on Required Deposits. With respect to the
-------------------------------
Investor Certificates, and notwithstanding anything in the Agreement or this
Series Supplement to the contrary, whether or not the Servicer is required to
make monthly or daily deposits from the Collection Account into the Finance
Charge Account or
25
<PAGE>
the Principal Account pursuant to subsections 4.5(a), 4.5(b) and 4.5(c), with
respect to any Monthly Period (i) the Servicer will only be required to deposit
Collections from the Collection Account into the Finance Charge Account or the
Principal Account in an amount equal to the lesser of (x) the amount required
to be deposited into any such deposit account pursuant to subsection 4.5(a),
4.5(b) or 4.5(c) and (y) the amount required to be distributed on or prior to
the related Distribution Date to the Investor Certificateholders and (ii) if at
any time prior to such Distribution Date the amount of Collections deposited in
the Collection Account exceeds the amount required to be deposited pursuant to
clause (i) above, the Servicer will be permitted to withdraw the excess from
the Collection Account. To the extent that, in accordance with this subsection
4.5(d), the Servicer has retained amounts which would otherwise be required to
be deposited in the Finance Charge Account or the Principal Account with
respect to any Monthly Period, the Servicer shall be required to deposit such
amounts in the Finance Charge Account or the Principal Account on the related
Transfer Date to the extent necessary to make required distributions to the
Investor Certificateholders on the related Distribution Date, including any
amounts which are required to be applied as Reallocated Principal Collections.
For so long as the Servicer shall (i) satisfy the conditions
specified in the third paragraph of subsection 4.3(a) of the Agreement and (ii)
be making deposits to the Principal Account and Finance Charge Account on a
monthly basis, all requirements herein to deposit amounts on a daily basis
shall be deemed to be satisfied to the extent that the required monthly deposit
is made and all references to amounts on deposit in such accounts shall be
deemed to include amounts which would otherwise have been deposited therein on
a daily basis.
SECTION 4.6 Determination of Monthly Interest.
---------------------------------
(a) The amount of monthly interest distributable to the Class A
Certificates shall be an amount equal to the product of (i)(A) a fraction, the
numerator of which is the actual number of days in the related Interest Period
and the denominator of which is 360, times (B) the Class A Certificate Rate
-----
in effect with respect to the related Interest Period, and (ii) the
outstanding principal balance of the Class A Certificates determined as of the
close of business on the Distribution Date preceding the related Transfer Date
(after giving effect to all of the transactions occurring on such date) (the
"Class A Monthly Interest"); provided, however, that in addition to
-------- -------
Class A Monthly Interest an amount equal to the amount of any unpaid Class A
Deficiency Amounts, as defined below, plus an amount equal to the product of
(A) (1) a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (2) the
-----
sum of the Class A Certificate Rate in effect with respect to the related
Interest Period, plus 2%
26
<PAGE>
per annum, and (B) any Class A Deficiency Amount from the prior Transfer Date,
as defined below (or the portion thereof which has not theretofore been paid to
Class A Certificateholders) (the "Class A Additional Interest") shall also be
distributable to the Class A Certificates, and on such Transfer Date the
Trustee shall deposit such funds, to the extent available, into the
Distribution Account. The "Class A Deficiency Amount" for any Transfer Date
shall be equal to the excess, if any, of the aggregate amount accrued pursuant
to this subsection 4.6(a) as of the prior Interest Period over the amount
actually transferred to the Distribution Account for payment of such amount.
(b) The amount of monthly interest distributable to the Class B
Certificates shall be an amount equal to the product of (i)(A) a fraction, the
numerator of which is the actual number of days in the related Interest Period
and the denominator of which is 360, times (B) the Class B Certificate Rate
-----
in effect with respect to the related Interest Period, and (ii) the outstanding
principal balance of the Class B Certificates determined as of the close of
business on the Distribution Date preceding the related Transfer Date (after
giving effect to all of the transactions occurring on such date) (the "Class B
Monthly Interest"); provided, however, that in addition to the Class B
-------- -------
Monthly Interest an amount equal to the amount of any unpaid Class B Deficiency
Amounts, as defined below, plus an amount equal to the product of (A) (1) a
fraction, the numerator of which is the actual number of days in the related
Interest Period and the denominator of which is 360, times (2) the sum of
-----
the Class B Certificate Rate in effect with respect to the related Interest
Period, plus 2% per annum, and (B) any Class B Deficiency Amount from the prior
Transfer Date, as defined below (or the portion thereof which has not
theretofore been paid to Class B Certificateholders) (the "Class B Additional
Interest") shall also be distributable to the Class B Certificates, and on such
Transfer Date the Trustee shall deposit such funds, to the extent available,
into the Distribution Account. The "Class B Deficiency Amount" for any
Transfer Date shall be equal to the excess, if any, of the aggregate amount
accrued pursuant to this subsection 4.6(b) as of the prior Interest Period over
the amount actually transferred to the Distribution Account for payment of such
amount.
(c) The amount of monthly interest distributable to the Collateral
Interest, which shall be an amount equal to the product of (i)(A) a fraction,
the numerator of which is the actual number of days in the related Interest
Period and the denominator of which is 360, times (B) the Collateral Rate
-----
in effect with respect to the related Interest Period, and (ii) the Collateral
Interest determined as of the close of business on the Distribution Date
preceding the related Transfer Date (after giving effect to all of the
transactions occurring on such date) (the "Collateral Monthly Interest");
provided, however, that for
- -------- -------
27
<PAGE>
the purposes of determining Collateral Monthly Interest only, the Collateral
Rate shall not exceed a per annum rate of 1% in excess of LIBOR as determined
on the related LIBOR Determination Date.
SECTION 4.7 Determination of Monthly Principal.
----------------------------------
(a) The amount of monthly principal distributable from the
Principal Account with respect to the Class A Certificates on each Transfer
Date ("Class A Monthly Principal"), beginning with the Transfer Date in the
month following the month in which the Controlled Accumulation Period or, if
earlier, the Rapid Amortization Period, begins, shall be equal to the least of
(i) the Available Investor Principal Collections on deposit in the Principal
Account with respect to such Transfer Date, (ii) for each Transfer Date with
respect to the Controlled Accumulation Period prior to the Class A Scheduled
Payment Date, the Controlled Deposit Amount for such Transfer Date and (iii)
the Class A Adjusted Investor Interest on such Transfer Date prior to any
deposit into the Principal Funding Account to be made on such day.
(b) The amount of monthly principal distributable from the
Principal Account with respect to the Class B Certificates on each Transfer
Date (the "Class B Monthly Principal"), for the Controlled Accumulation Period,
beginning with the Transfer Date following the Monthly Period in which the
Class A Investor Interest has been paid in full, and during the Rapid
Amortization Period, beginning with the Transfer Date immediately preceding the
Distribution Date on which the Class A Investor Interest has been paid in full,
shall be an amount equal to the lesser of (i) the Available Investor Principal
Collections on deposit in the Principal Account with respect to such Transfer
Date (minus the portion of such Available Investor Principal Collections
applied to Class A Monthly Principal on such Transfer Date) and (ii) the Class
B Investor Interest (after taking into account any adjustments to be made on
such Transfer Date pursuant to Sections 4.10 and 4.12) on such Transfer Date.
(c) The amount of monthly principal (the "Collateral Monthly
Principal") distributable from the Principal Account with respect to the
Collateral Interest on each Transfer Date shall be (A) during the Revolving
Period following any reduction of the Required Collateral Interest pursuant to
clause (z) of the proviso in the definition thereof an amount equal to the
lesser of (1) the excess, if any, of the Collateral Interest (after taking into
account any adjustments to be made on such Transfer Date pursuant to Sections
4.10 and 4.12) over the Required Collateral Interest on such Transfer Date and
(2) the Available Investor Principal Collections on such Transfer Date or (B)
during the Controlled Accumulation Period or Rapid Amortization Period, an
amount equal to the lesser of (1) the excess, if any, of the Collateral
Interest (after taking into account any adjust-
28
<PAGE>
ments to be made on such Transfer Date pursuant to Sections 4.10 and 4.12) over
the Required Collateral Interest on such Transfer Date and (2) the excess, if
any, of (i) the Available Investor Principal Collections on such Transfer Date
over (ii) the sum of the Class A Monthly Principal and the Class B Monthly
Principal for such Transfer Date.
SECTION 4.8 Coverage of Required Amount. (a) On or before
---------------------------
each Transfer Date, the Servicer shall determine the amount (the "Class A
Required Amount"), if any, by which the sum of (i) the Class A Monthly Interest
for such Transfer Date, plus (ii) the Class A Deficiency Amount, if any,
----
for such Transfer Date, plus (iii) the Class A Additional Interest, if any,
----
for such Transfer Date, plus (iv) the Class A Servicing Fee for the prior
----
Monthly Period plus (v) the Class A Servicing Fee, if any, due but not paid
----
on any prior Transfer Date, plus (vi) the Class A Investor Default Amount,
----
if any, for the prior Monthly Period, exceeds the Class A Available Funds for
the related Monthly Period.
(b) On or before each Transfer Date, the Servicer shall also
determine the amount (the "Class B Required Amount"), if any, equal to the sum
of (i) the amount, if any, by which the sum of (A) the Class B Monthly Interest
for such Transfer Date, plus (B) the Class B Deficiency Amount, if any, for
----
such Transfer Date plus (C) the Class B Additional Interest, if any, for
----
such Transfer Date, plus (D) the Class B Servicing Fee for the prior
----
Monthly Period plus (E) the Class B Servicing Fee, if any, due but not paid
----
on any prior Transfer Date, exceeds the Class B Available Funds for the related
Monthly Period plus (ii) the Class B Investor Default Amount, if any, for
----
the prior Monthly Period.
(c) In the event that the sum of the Class A Required Amount and
the Class B Required Amount for such Transfer Date is greater than zero, the
Servicer shall give written notice to the Trustee of such positive Class A
Required Amount or Class B Required Amount on or before such Transfer Date. In
the event that the Class A Required Amount for such Transfer Date is greater
than zero, all or a portion of the Excess Spread and Shared Excess Finance
Charge Collections allocable to Series 1997-1 with respect to such Transfer
Date in an amount equal to the Class A Required Amount, to the extent
available, for such Transfer Date shall be distributed from the Finance Charge
Account on such Transfer Date pursuant to subsection 4.11(a). In the event
that the Class A Required Amount for such Transfer Date exceeds the amount of
Excess Spread and Shared Excess Finance Charge Collections allocable to Series
1997-1 with respect to such Transfer Date, the Collections of Principal
Receivables allocable to the Collateral Interest and the Collections of
Principal Receivables allocable to the Class B Certificates with respect to the
prior Monthly Period shall be applied as specified
29
<PAGE>
in Section 4.12. In the event that the Class B Required Amount for such
Transfer Date exceeds the amount of Excess Spread and Shared Excess Finance
Charge Collections allocable to Series 1997-1 available to fund the Class B
Required Amount pursuant to subsection 4.11(c), the Collections of Principal
Receivables allocable to the Collateral Interest (after application to the
Class A Required Amount) shall be applied as specified in Section 4.12;
provided, however, that the sum of any payments pursuant to this
- -------- -------
paragraph shall not exceed the sum of the Class A Required Amount and Class B
Required Amount.
SECTION 4.9 Monthly Payments. On or before each Transfer
----------------
Date, the Servicer shall instruct the Trustee in writing (which writing shall
be substantially in the form of Exhibit B hereto) to withdraw and the Trustee,
acting in accordance with such instructions, shall withdraw on such Transfer
Date or the related Distribution Date, as applicable, to the extent of
available funds, the amounts required to be withdrawn from the Finance Charge
Account, the Principal Account, the Principal Funding Account and the
Distribution Account as follows:
(a) An amount equal to the Class A Available Funds deposited into
the Finance Charge Account for the related Monthly Period shall be distributed
on each Transfer Date in the following priority:
(i) an amount equal to Class A Monthly Interest for such Transfer
Date, plus the amount of any Class A Deficiency Amount for such
----
Transfer Date, plus the amount of any Class A Additional Interest for
----
such Transfer Date, shall be deposited by the Servicer or the Trustee
into the Distribution Account;
(ii) an amount equal to the Class A Servicing Fee for such
Transfer Date plus the amount of any Class A Servicing Fee due but
----
not paid to the Servicer on any prior Transfer Date shall be distributed
to the Servicer;
(iii) an amount equal to the Class A Investor Default Amount, if
any, for the preceding Monthly Period shall be treated as a portion of
Investor Principal Collections and deposited into the Principal Account
on such Transfer Date; and
(iv) the balance, if any, shall constitute Excess Spread and shall
be allocated and distributed as set forth in Section 4.11.
(b) An amount equal to the Class B Available Funds deposited into
the Finance Charge Account for the related Monthly Period shall be distributed
on each Transfer Date in the following priority:
30
<PAGE>
(i) an amount equal to the Class B Monthly Interest for such
Transfer Date, plus the amount of any Class B Deficiency Amount for
----
such Transfer Date, plus the amount of any Class B Additional
----
Interest for such Transfer Date, shall be deposited by the Servicer or
the Trustee into the Distribution Account;
(ii) an amount equal to the Class B Servicing Fee for such
Transfer Date, plus the amount of any Class B Servicing Fee due but
----
not paid to the Servicer on any prior Transfer Date for such Transfer
Date shall be distributed to the
Servicer; and
(iii) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed as set forth in Section 4.11.
(c) An amount equal to the Collateral Available Funds deposited
into the Finance Charge Account for the related Monthly Period shall be
distributed on each Transfer Date in the following priority:
(i) if none of the Transferor, an Affiliate thereof or the Trustee
is the Servicer, an amount equal to the Collateral Interest Servicing Fee
for such Transfer Date plus the amount of any Collateral Interest
Servicing Fee due but not paid to the Servicer on any prior Transfer Date
shall be distributed to the Servicer; and
(ii) the balance, if any, shall constitute Excess Spread and shall
be allocated and distributed as set forth in Section 4.11.
(d) During the Revolving Period, an amount equal to the Available
Investor Principal Collections deposited into the Principal Account for the
related Monthly Period shall be distributed on each Transfer Date in the
following priority:
(i) an amount equal to the Collateral Monthly Principal for such
Transfer Date shall be distributed to the Collateral Interest Holder in
accordance with the Loan Agreement;
(ii) an amount equal to the lesser of (A) the product of (1) a
fraction, the numerator of which is equal to the Available Investor
Principal Collections remaining after the application specified in
subsection 4.9(d)(i) above and the denominator of which is equal to the
sum of the Available Investor Principal Collections available for sharing
as specified in the related Supplement for each Series and (2) the
Cumulative Series Principal Shortfall and (B) Available Investor
Principal Collections, shall remain in the Princi-
31
<PAGE>
pal Account to be treated as Shared Principal Collections and applied to
Series other than this Series 1997-1; and
(iii) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections for such Transfer Date over (B) the
applications specified in subsections 4.9(d)(i) and (ii) above shall be
paid to the Holder of the Transferor Certificate; provided,
--------
however, that the amount to be paid to the Holder of the Transferor
-------
Certificate pursuant to this subsection 4.9(d)(iii) with respect to such
Transfer Date shall be paid to the Holder of the Transferor Certificate
only if the Transferor Interest on such Date of Processing is greater
than the Minimum Transferor Interest (after giving effect to the
inclusion in the Trust of all Receivables created on or prior to such
Transfer Date and the application of payments referred to in subsection
4.3(b)) and otherwise deposited into the Excess Funding Account.
(e) During the Controlled Accumulation Period or the Rapid
Amortization Period, an amount equal to the Available Investor Principal
Collections deposited into the Principal Account for the related Monthly Period
shall be distributed on each Transfer Date in the following priority:
(i) an amount equal to the Class A Monthly Principal for such
Transfer Date, shall be (A) during the Controlled Accumulation Period,
deposited into the Principal Funding Account, and (B) during the Rapid
Amortization Period, deposited into the Distribution Account;
(ii) after giving effect to the distribution referred to in clause
(i) above, an amount equal to the Class B Monthly Principal, shall be
deposited into the Distribution Account;
(iii) for each Transfer Date (other than the Transfer Date
immediately preceding the Series 1997-1 Termination Date, in which case
on the Series 1997-1 Termination Date) after giving effect to the
distribution referred to in clauses (i) and (ii) above, an amount equal
to Collateral Monthly Principal shall be distributed to the Collateral
Interest Holder in accordance with the Loan Agreement;
(iv) an amount equal to the lesser of (A) the product of (1) a
fraction, the numerator of which is equal to the Available Investor
Principal Collections remaining after the application specified in
subsections 4.9(e)(i), (ii) and (iii) above and the denominator of which
is equal to the sum of the Available Investor Principal Collections
available for sharing as specified in the related Series Supplement for
each Series and (2) the Cumulative Series Principal Shortfall and (B) the
Available Investor Principal Collec-
32
<PAGE>
tions, shall remain in the Principal Account to be treated as Shared
Principal Collections and applied to Series other than this Series 1997-1;
and
(v) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections over (B) the applications specified in
subsections 4.9(e)(i) through (iv) above shall be paid to the Holder of
the Transferor Certificate; provided, however, that the amount to
-------- -------
be paid to the Holder of the Transferor Certificate pursuant to this
subsection 4.9(e)(v) with respect to such Transfer Date shall be paid to
the Holder of the Transferor Certificate only if the Transferor Interest
on such Date of Processing is greater than the Minimum Transferor
Interest (after giving effect to the inclusion in the Trust of all
Receivables created on or prior to such Transfer Date and the application
of payments referred to in subsection 4.3(b)) and otherwise shall be
deposited into the Excess Funding Account.
(f) on the earlier to occur of (i) the first Transfer Date with
respect to the Rapid Amortization Period and (ii) the Transfer Date immediately
preceding the Class A Scheduled Payment Date, the Trustee, acting in accordance
with instructions from the Servicer, shall withdraw from the Principal Funding
Account and deposit in the Distribution Account the amount on deposit in the
Principal Funding Account.
(g) On each Distribution Date, the Trustee shall pay in accordance
with subsection 5.1(a) to the Class A Certificateholders from the Distribution
Account, the amount deposited into the Distribution Account pursuant to
subsection 4.9(a)(i) on the preceding Transfer Date and (b) to the Class B
Certificateholders from the Distribution Account, the amount deposited into the
Distribution Account pursuant to subsection 4.9(b)(i) on the preceding Transfer
Date.
(h) On the earlier to occur of (i) the first Distribution Date with
respect to the Rapid Amortization Period and (ii) the Class A Scheduled Payment
Date and on each Distribution Date thereafter, the Trustee, acting in
accordance with instructions from the Servicer, shall pay in accordance with
Section 5.1 from the Distribution Account the amount so deposited into the
Distribution Account pursuant to subsections 4.9(e) and (f) on the related
Transfer Date in the following priority:
(i) an amount equal to the lesser of such amount on deposit in the
Distribution Account and the Class A Investor Interest shall be paid to
the Class A Certificateholders; and
(ii) for each Distribution Date with respect to the Rapid
Amortization Period and on the Class B Scheduled
33
<PAGE>
Payment Date, after giving effect to the distributions referred to in
clause (i) above, an amount equal to the lesser of such amount on deposit
in the Distribution Account and the Class B Investor Interest shall be
paid to the Class B Certificateholders.
(i) The Controlled Accumulation Period is scheduled to commence at
the close of business on January 31, 2003; provided, however, that, if
-------- -------
the Accumulation Period Length (determined as described below) is less than 12
months, the date on which the Controlled Accumulation Period actually commences
will be delayed to the first Business Day of the month that is the number of
whole months prior to the Class A Scheduled Payment Date at least equal to the
Accumulation Period Length and, as a result, the number of Monthly Periods in
the Controlled Accumulation Period will at least equal the Accumulation Period
Length. On the Determination Date immediately preceding the October 2002
Distribution Date, and each Determination Date thereafter until the Controlled
Accumulation Period begins, the Servicer will determine the "Accumulation
Period Length" which will equal the number of whole months such that the sum of
the Accumulation Period Factors for each month during such period will be equal
to or greater than the Required Accumulation Factor Number; provided,
--------
however, that the Accumulation Period Length will not be determined to be
- -------
less than one month.
SECTION 4.10 Investor Charge-Offs.
--------------------
(a) On or before each Transfer Date, the Servicer shall calculate
the Class A Investor Default Amount. If on any Transfer Date, the Class A
Investor Default Amount for the prior Monthly Period exceeds the sum of the
amount allocated with respect thereto pursuant to subsection 4.9(a)(iii),
subsection 4.11(a) and Section 4.12 with respect to such Monthly Period, the
Collateral Interest (after giving effect to reductions for any Collateral
Charge-offs and any Reallocated Principal Collections on such Transfer Date)
will be reduced by the amount of such excess, but not by more than the lesser
of the Class A Investor Default Amount and the Collateral Interest (after
giving effect to reductions for any Collateral Charge-Offs and any Reallocated
Principal Collections on such Transfer Date) for such Transfer Date. In the
event that such reduction would cause the Collateral Interest to be a negative
number, the Collateral Interest will be reduced to zero, and the Class B
Investor Interest (after giving effect to reductions for any Class B Investor
Charge-Offs and any Reallocated Class B Principal Collections on such Transfer
Date) will be reduced by the amount by which the Collateral Interest would have
been reduced below zero. In the event that such reduction would cause the
Class B Investor Interest to be a negative number, the Class B Investor
Interest will be reduced to zero, and the Class A Investor Interest will be
reduced by the amount by which the Class B Investor Interest would have been
34
<PAGE>
reduced below zero, but not by more than the Class A Investor Default Amount
for such Transfer Date (a "Class A Investor Charge-Off"). If the Class A
Investor Interest has been reduced by the amount of any Class A Investor
Charge-Offs, it will be reimbursed on any Transfer Date (but not by an amount
in excess of the aggregate Class A Investor Charge-Offs) by the amount of
Excess Spread and Shared Excess Finance Charge Collections allocable to Series
1997-1 allocated and available for such purpose pursuant to subsection 4.11(b).
(b) On or before each Transfer Date, the Servicer shall calculate
the Class B Investor Default Amount. If on any Transfer Date, the Class B
Investor Default Amount for the prior Monthly Period exceeds the amount of
Excess Spread and Shared Excess Finance Charge Collections allocable to Series
1997-1 and Reallocated Collateral Principal Collections which are allocated and
available to fund such amount pursuant to subsection 4.11(c) and Section 4.12,
the Collateral Interest (after giving effect to reductions for any Collateral
Charge-Offs and any Reallocated Principal Collections on such Transfer Date and
any adjustments with respect thereto as described in subsection 4.10(a) above)
will be reduced by the amount of such excess but not by more than the lesser of
the Class B Investor Default Amount and the Collateral Interest (after giving
effect to reductions for any Collateral Charge-Offs and any Reallocated
Principal Collections on such Transfer Date and any adjustments with respect
thereto as described in subsection 4.10(a) above) for such Transfer Date. In
the event that such reduction would cause the Collateral Interest to be a
negative number, the Collateral Interest shall be reduced to zero and the Class
B Investor Interest shall be reduced by the amount by which the Collateral
Interest would have been reduced below zero, but not by more than the Class B
Investor Default Amount for such Transfer Date (a "Class B Investor
Charge-Off"). The Class B Investor Interest will also be reduced by the amount
of Reallocated Class B Principal Collections in excess of the Collateral
Interest pursuant to Section 4.12 and the amount of any portion of the Class B
Investor Interest allocated to the Class A Certificates to avoid a reduction in
the Class A Investor Interest pursuant to subsection 4.10(a) above. The Class
B Investor Interest will thereafter be reimbursed (but not to an amount in
excess of the unpaid principal balance of the Class B Certificates) on any
Transfer Date by the amount of Excess Spread and Shared Excess Finance Charge
Collections allocable to Series 1997-1 allocated and available for that purpose
as described under subsection 4.11(d).
(c) On or before each Transfer Date, the Servicer shall calculate
the Collateral Default Amount. If on any Transfer Date, the Collateral Default
Amount for the prior Monthly Period exceeds the amount of Excess Spread and
Shared Excess Finance Charge Collections allocable to Series 1997-1 allocated
and available to fund such amount pursuant to subsection 4.11(g),
35
<PAGE>
the Collateral Interest will be reduced by the amount of such excess but not by
more than the lesser of the Collateral Default Amount and the Collateral
Interest for such Transfer Date (a "Collateral Charge-Off"). The Collateral
Interest will also be reduced by the amount of Reallocated Principal
Collections pursuant to Section 4.12 and the amount of any portion of the
Collateral Interest allocated to the Class A Certificates or the Class B
Certificates to avoid a reduction in the Class A Investor Interest, pursuant to
subsection 4.10(a), or the Class B Investor Interest, pursuant to subsection
4.10(b), respectively. The Collateral Interest will thereafter be reimbursed
on any Transfer Date by the amount of the Excess Spread and Shared Excess
Finance Charge Collections allocable to Series 1997-1 allocated and available
for that purpose as described under subsection 4.11(h).
SECTION 4.11 Excess Spread. On or before each Transfer Date,
-------------
the Servicer shall instruct the Trustee in writing (which writing shall be
substantially in the form of Exhibit B hereto) to apply Excess Spread with
respect to the related Monthly Period to make the following distributions on
each Transfer Date in the following priority:
(a) an amount equal to the Class A Required Amount, if any, with
respect to such Transfer Date shall be used to fund the Class A Required Amount
and be applied in accordance with, and in the priority set forth in, subsection
4.9(a);
(b) an amount equal to the aggregate amount of Class A Investor
Charge-Offs which have not been previously reimbursed shall be treated as a
portion of Investor Principal Collections and deposited into the Principal
Account on such Transfer Date;
(c) an amount equal to the Class B Required Amount, if any, with
respect to such Transfer Date shall be used to fund the Class B Required Amount
and be applied first in accordance with, and in the priority set forth in,
subsection 4.9(b) and then any remaining amount available to pay the Class B
Investor Default Amount shall be treated as a portion of Investor Principal
Collections and deposited into the Principal Account on such Transfer Date;
(d) an amount equal to the aggregate amount by which the Class B
Investor Interest has been reduced below the initial Class B Investor Interest
for reasons other than the payment of principal to the Class B
Certificateholders (but not in excess of the aggregate amount of such
reductions which have not been previously reimbursed) shall be treated as a
portion of Investor Principal Collections and deposited into the Principal
Account on such Transfer Date;
(e) an amount equal to the Collateral Monthly Interest plus the
----
amount of any past due Collateral Monthly Interest for
36
<PAGE>
such Transfer Date shall be paid to the Collateral Interest Holder in
accordance with the Loan Agreement;
(f) an amount equal to the aggregate amount of accrued but unpaid
Collateral Interest Servicing Fees shall be paid to the Servicer;
(g) an amount equal to the Collateral Default Amount, if any, for
the prior Monthly Period shall be treated as a portion of Investor Principal
Collections and deposited into the Principal Account on such Transfer Date;
(h) an amount equal to the aggregate amount by which the Collateral
Interest has been reduced below the Required Collateral Interest for reasons
other than the payment of principal to the Collateral Interest Holder (but not
in excess of the aggregate amount of such reductions which have not been
previously reimbursed) shall be treated as a portion of Investor Principal
Collections and deposited into the Principal Account on such Transfer Date;
(i) on each Transfer Date from and after the Reserve Account
Funding Date, but prior to the date on which the Reserve Account terminates as
described in Section 4.15(f), an amount up to the excess, if any, of the
Required Reserve Account Amount over the Available Reserve Account Amount shall
be deposited into the Reserve Account;
(j) an amount equal to the amounts determined to be payable
pursuant to subsections 2.11(a)(i), (ii) and (iii) of the Loan Agreement shall
be paid to the Collateral Interest Holder; and
(k) the balance, if any, after giving effect to the payments made
pursuant to subparagraphs (a) through (j) above shall constitute "Shared Excess
Finance Charge Collections" with respect to other Series in Group One.
To the extent of the Finance Charge Shortfall, if any, following
the application on each Transfer Date of Shared Excess Spread as described
above, the servicer shall instruct the Trustee in writing (which writing shall
be substantially in the form of Exhibit B hereto) to apply Shared Excess
Finance Charge Collections with respect to Group One allocable to Series 1997-1
in the priority set forth above.
SECTION 4.12 Reallocated Principal Collections. On or before
---------------------------------
each Transfer Date, the Servicer shall instruct the Trustee in writing (which
writing shall be substantially in the form of Exhibit B hereto) to withdraw
from the Principal Account and apply Reallocated Principal Collections
(applying all Reallocated Collateral Principal Collections in accordance with
subsec-
37
<PAGE>
tions 4.12(a) and (b) prior to applying any Reallocated Class B Principal
Collections in accordance with subsection 4.12(a) for any amounts still owing
after the application of Reallocated Collateral Principal Collections) with
respect to such Transfer Date, to make the following distributions on each
Transfer Date in the following priority:
(a) an amount equal to the excess, if any, of (i) the Class A
Required Amount, if any, with respect to such Transfer Date over (ii) the
amount of Excess Spread with respect to the related Monthly Period, shall be
applied pursuant to the priority set forth in subsection 4.9(a); and
(b) an amount equal to the excess, if any, of (i) the Class B
Required Amount, if any, with respect to such Transfer Date over (ii) the
amount of Excess Spread allocated and available to the Class B Certificates
pursuant to subsection 4.11(c) on such Transfer Date shall be applied first
pursuant to the priority set forth in subsection 4.9(b) and then pursuant to
subsection 4.11(c).
(c) On each Transfer Date, the Collateral Interest shall be reduced
by the amount of Reallocated Collateral Principal Collections and by the amount
of Reallocated Class B Principal Collections for such Transfer Date. In the
event that such reduction would cause the Collateral Interest (after giving
effect to any Collateral Charge-Offs for such Transfer Date) to be a negative
number, the Collateral Interest (after giving effect to any Collateral
Charge-Offs for such Transfer Date) shall be reduced to zero and the Class B
Investor Interest shall be reduced by the amount by which the Collateral
Interest would have been reduced below zero. In the event that the
reallocation of Reallocated Principal Collections would cause the Class B
Investor Interest (after giving effect to any Class B Investor Charge-Offs for
such Transfer Date) to be a negative number on any Transfer Date, Reallocated
Principal Collections shall be reallocated on such Transfer Date in an
aggregate amount not to exceed the amount which would cause the Class B
Investor Interest (after giving effect to any Class B Investor Charge-Offs for
such Transfer Date) to be reduced to zero.
SECTION 4.13 Shared Principal Collections.
----------------------------
(a) The portion of Shared Principal Collections on deposit in the
Principal Account equal to the amount of Shared Principal Collections allocable
to Series 1997-1 on any Transfer Date shall be applied as Available Investor
Principal Collections pursuant to Section 4.9 and pursuant to such Section 4.9
shall be deposited in the Distribution Account or distributed in accordance
with the Loan Agreement.
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(b) Shared Principal Collections allocable to Series 1997-1 with
respect to any Transfer Date shall mean an amount equal to the Series Principal
Shortfall, if any, with respect to Series 1997-1 for such Transfer Date;
provided, however, that if the aggregate amount of Shared Principal
- -------- -------
Collections for all Series for such Transfer Date is less than the Cumulative
Series Principal Shortfall for such Transfer Date, then Shared Principal
Collections allocable to Series 1997-1 on such Transfer Date shall equal the
product of (i) Shared Principal Collections for all Series for such Transfer
Date and (ii) a fraction, the numerator of which is the Series Principal
Shortfall with respect to Series 1997-1 for such Transfer Date and the
denominator of which is the aggregate amount of Cumulative Series Principal
Shortfall for all Series for such Transfer Date.
SECTION 4.14 Principal Funding Account.
-------------------------
(a) The Trustee shall establish and maintain, in the name of the
Trust, on behalf of the Trust, for the benefit of the Investor
Certificateholders, an Eligible Deposit Account (the "Principal Funding
Account"), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Investor Certificateholders. The
Trustee shall possess all right, title and interest in all funds on deposit
from time to time in the Principal Funding Account and in all proceeds thereof.
The Principal Funding Account shall be under the sole dominion and control of
the Trustee for the benefit of the Investor Certificateholders. If at any time
the Principal Funding Account ceases to be an Eligible Deposit Account, the
Transferor shall notify the Trustee, and the Trustee upon being notified (or
the Servicer on its behalf) shall, within 10 Business Days, establish a new
Principal Funding Account meeting the conditions specified in the definition of
Eligible Deposit Account, and shall transfer any cash or any investments to
such new Principal Funding Account. The Trustee, at the direction of the
Servicer, shall (i) make withdrawals from the Principal Funding Account from
time to time, in the amounts and for the purposes set forth in this Series
Supplement, and (ii) on each Transfer Date (from and after the commencement of
the Controlled Accumulation Period) prior to termination of the Principal
Funding Account make a deposit into the Principal Funding Account in the amount
specified in, and otherwise in accordance with, subsection 4.9(e).
(b) Funds on deposit in the Principal Funding Account shall be
invested at the direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Principal Funding Account on any Transfer
Date, after giving effect to any withdrawals from the Principal Funding Account
on such Transfer Date, shall be invested in such investments that will mature
so that such funds will be available for withdrawal on or prior to the
following Transfer Date. The Trustee shall maintain for the
39
<PAGE>
benefit of the Investor Certificateholders possession of the negotiable
instruments or securities, if any, evidencing such Permitted Investments. No
Permitted Investment shall be disposed of prior to its maturity.
On the Transfer Date occurring in the month following the
commencement of the Controlled Accumulation Period and on each Transfer Date
thereafter with respect to the Controlled Accumulation Period, the Trustee,
acting at the Servicer's direction given on or before such Transfer Date, shall
transfer from the Principal Funding Account to the Finance Charge Account the
Principal Funding Investment Proceeds on deposit in the Principal Funding
Account, but not in excess of the Covered Amount, for application as Class A
Available Funds applied pursuant to subsection 4.9(a)(i).
Any Excess Principal Funding Investment Proceeds shall be paid to
the Transferor on each Transfer Date. An amount equal to any Principal Funding
Investment Shortfall shall be deposited in the Finance Charge Account on each
Transfer Date from the Reserve Account to the extent funds are available
pursuant to subsection 4.15(d). Principal Funding Investment Proceeds
(including reinvested interest) shall not be considered part of the amounts on
deposit in the Principal Funding Account for purposes of this Series
Supplement.
SECTION 4.15 Reserve Account.
---------------
(a) The Trustee shall establish and maintain, on behalf of the
Trust, for the benefit of the Investor Certificateholders, an Eligible Deposit
Account (the "Reserve Account"), bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the Investor
Certificateholders. The Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Reserve Account and in all
proceeds thereof. The Reserve Account shall be under the sole dominion and
control of the Trustee for the benefit of the Investor Certificateholders. If
at any time the institution holding the Reserve Account ceases to be an
Eligible Deposit Account, the Transferor shall notify the Trustee, and the
Trustee upon being notified (or the Servicer on its behalf) shall, within 10
Business Days, establish a new Reserve Account meeting the conditions specified
in the definition of Eligible Deposit Account, and shall transfer any cash or
any investments to such new Reserve Account. The Trustee, at the direction of
the Servicer, shall (i) make withdrawals from the Reserve Account from time to
time in an amount up to the Available Reserve Account Amount at such time, for
the purposes set forth in this Series Supplement, and (ii) on each Transfer
Date (from and after the Reserve Account Funding Date) prior to termination of
the Reserve Account make a deposit into the Reserve Account in the
40
<PAGE>
amount specified in, and otherwise in accordance with, subsection 4.11(i).
(b) Funds on deposit in the Reserve Account shall be invested at
the direction of the Servicer by the Trustee in Permitted Investments. Funds
on deposit in the Reserve Account on any Transfer Date, after giving effect to
any withdrawals from the Reserve Account on such Transfer Date, shall be
invested in such investments that will mature so that such funds will be
available for withdrawal on or prior to the following Transfer Date. The
Trustee shall maintain for the benefit of the Investor Certificateholders
possession of the negotiable instruments or securities, if any, evidencing such
Permitted Investments. No Permitted Investment shall be disposed of prior to
its maturity. On each Transfer Date, all interest and earnings (net of losses
and investment expenses) accrued since the preceding Transfer Date on funds on
deposit in the Reserve Account shall be retained in the Reserve Account (to the
extent that the Available Reserve Account Amount is less than the Required
Reserve Account Amount) and the balance, if any, shall be deposited into the
Finance Charge Account and included in Class A Available Funds for such
Transfer Date. For purposes of determining the availability of funds or the
balance in the Reserve Account for any reason under this Series Supplement,
except as otherwise provided in the preceding sentence, investment earnings on
such funds shall be deemed not to be available or on deposit.
(c) On or before each Transfer Date with respect to the Controlled
Accumulation Period prior to the payment in full of the Class A Investor
Interest and on or before the first Transfer Date with respect to the Rapid
Amortization Period, the Servicer shall calculate the "Reserve Draw Amount"
which shall be equal to the Principal Funding Investment Shortfall with respect
to each Transfer Date with respect to the Controlled Accumulation Period or the
first Transfer Date with respect to the Rapid Amortization Period;
provided, however, that such amount will be reduced to the extent that
- -------- -------
funds otherwise would be available for deposit in the Reserve Account under
Section 4.11(i) with respect to such Transfer Date.
(d) In the event that for any Transfer Date the Reserve Draw Amount
is greater than zero, the Reserve Draw Amount, up to the Available Reserve
Account Amount, shall be withdrawn from the Reserve Account on such Transfer
Date by the Trustee (acting in accordance with the instructions of the
Servicer), deposited into the Finance Charge Account and included in Class A
Available Funds for such Transfer Date.
(e) In the event that the Reserve Account Surplus on any Transfer
Date, after giving effect to all deposits to and withdrawals from the Reserve
Account with respect to such Transfer Date, is greater than zero, the Trustee,
acting in accordance
41
<PAGE>
with the instructions of the Servicer, shall withdraw from the Reserve Account,
and pay in accordance with the Loan Agreement, an amount equal to such Reserve
Account Surplus.
(f) Upon the earliest to occur of (i) the termination of the Trust
pursuant to Article XII of the Agreement, (ii) if the Controlled Accumulation
Period has not commenced, the first Transfer Date relating to the Rapid
Amortization Period and (iii) if the Controlled Accumulation Period has
commenced, the earlier of the first Transfer Date with respect to the Rapid
Amortization Period and the Transfer Date immediately preceding the Class A
Scheduled Payment Date, the Trustee, acting in accordance with the instructions
of the Servicer, after the prior payment of all amounts owing to the Series
1997-1 Certificateholders that are payable from the Reserve Account as provided
herein, shall withdraw from the Reserve Account and pay in accordance with the
Loan Agreement, all amounts, if any, on deposit in the Reserve Account and the
Reserve Account shall be deemed to have terminated for purposes of this Series
Supplement.
SECTION 4.16 Determination of LIBOR.
----------------------
(a) On each LIBOR Determination Date, the Trustee shall determine
LIBOR on the basis of the rate for deposits in United States dollars for a
period equal to the relevant Interest Period which appears on Telerate Page
3750 as of 11:00 a.m., London time, on such date. If such rate does not appear
on Telerate Page 3750, the rate for that LIBOR Determination Date shall be
determined on the basis of the rates at which deposits in United States dollars
are offered by the Reference Banks at approximately 11:00 a.m., London time, on
that day to prime banks in the London interbank market for a period equal to
the relevant Interest Period. The Trustee shall request the principal London
office of each of the Reference Banks to provide a quotation of its rate. If
at least two such quotations are provided, the rate for that LIBOR
Determination Date shall be the arithmetic mean of the quotations. If fewer
than two quotations are provided as requested, the rate for that LIBOR
Determination Date will be the arithmetic mean of the rates quoted by major
banks in New York City, selected by the Servicer, at approximately 11:00 a.m.,
New York City time, on that day for loans in United States dollars to leading
European banks for a period equal to the relevant Interest Period.
(b) The Class A Certificate Rate and Class B Certificate Rate
applicable to the then current and the immediately preceding Interest Periods
may be obtained by any Investor Certificateholder by telephoning the Trustee at
its Corporate Trust Office at (212) 815-5286.
(c) On each LIBOR Determination Date prior to 12:00 noon New York
City time, the Trustee shall send to the Servicer
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<PAGE>
by facsimile notification of LIBOR for the following Interest Period.
SECTION 4.17 Transferor's or Servicer's Failure to Make a
---------------------------------------------
Deposit or Payment.
- ------------------
If the Servicer or the Transferor fails to make, or give
instructions to make, any payment or deposit (other than as required by
subsections 2.4(d) and (e) and 12.2(a) or Sections 10.2 and 12.1) required to
be made or given by the Servicer or Transferor, respectively, at the time
specified in the Agreement (including applicable grace periods), the Trustee
shall make such payment or deposit from the applicable Investor Account without
instruction from the Servicer or Transferor. The Trustee shall be required to
make any such payment, deposit or withdrawal hereunder only to the extent that
the Trustee has sufficient information to allow it to determine the amount
thereof; provided, however, that the Trustee shall in all cases be
-------- -------
deemed to have sufficient information to determine the amount of interest
payable to the Series 1997-1 Certificateholders on each Distribution Date. The
Servicer shall, upon request of the Trustee, promptly provide the Trustee with
all information necessary to allow the Trustee to make such payment, deposit or
withdrawal. Such funds or the proceeds of such withdrawal shall be applied by
the Trustee in the manner in which such payment or deposit should have been
made by the Transferor or the Servicer, as the case may be.
SECTION 8. Article V of the Agreement. Article V of the
--------------------------
Agreement shall read in its entirety as follows and shall be applicable only to
the Investor Certificateholders:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
SECTION 5.1 Distributions. (a) On each Distribution Date, the
-------------
Trustee shall distribute (in accordance with the certificate delivered on or
before the related Transfer Date by the Servicer to the Trustee pursuant to
subsection 3.4(b)) to each Class A Certificateholder of record on the
immediately preceding Record Date (other than as provided in subsection 2.4(e)
or Section 12.3 respecting a final distribution) such Certificateholder's
pro rata share (based on the aggregate Undivided Interests represented
- --- ----
by Class A Certificates held by such Certificateholder) of amounts on deposit
in the Distribution Account as are payable to the Class A Certificateholders
pursuant to Section 4.9 by check mailed to each Class A Certificateholder (at
such Certificateholder's address as it appears in the Certificate Register),
except that with respect to Class A Certificates
43
<PAGE>
registered in the name of the nominee of a Clearing Agency, such distribution
shall be made in immediately available funds.
(b) On each Distribution Date, the Trustee shall distribute (in
accordance with the certificate delivered on or before the related Transfer
Date by the Servicer to the Trustee pursuant to subsection 3.4(b)) to each
Class B Certificateholder of record on the immediately preceding Record Date
(other than as provided in subsection 2.4(e) or Section 12.3 respecting a final
distribution) such Certificateholder's pro rata share (based on the
--- ----
aggregate Undivided Interests represented by Class B Certificates held by such
Certificateholder) of amounts on deposit in the Distribution Account as are
payable to the Class B Certificateholders pursuant to Section 4.9 by check
mailed to each Class B Certificateholder (at such Certificateholder's address
as it appears in the Certificate Register), except that with respect to Class B
Certificates registered in the name of the nominee of a Clearing Agency, such
distribution shall be made in immediately available funds.
SECTION 5.2 Monthly Series 1997-1 Certificateholders'
------------------------------------------
Statement.
- ---------
(a) On or before each Distribution Date, the Trustee shall forward
to each Series 1997-1 Certificateholder, each Rating Agency and the Collateral
Interest Holder a statement substantially in the form of Exhibit C to this
Series Supplement prepared by the Servicer, delivered to the Trustee and
setting forth, among other things, the following information (which, in the
case of subclauses (i) and (ii) below, shall be stated on the basis of an
original principal amount of $1,000 per Certificate and, in the case of
subclauses (viii) and (ix) shall be stated on an aggregate basis and on the
basis of an original principal amount of $1,000 per Certificate, as
applicable):
(i) the amount of the current distribution allocable to Class A
Monthly Principal, Class B Monthly Principal and Collateral Monthly
Principal, respectively;
(ii) the amount of the current distribution allocable to Class A
Monthly Interest, Class A Deficiency Amounts, Class A Additional
Interest, Class B Monthly Interest, Class B Deficiency Amounts, Class B
Additional Interest and Collateral Monthly Interest, and any accrued and
unpaid Collateral Monthly Interest, respectively;
(iii) the amount of Collections of Principal Receivables processed
during the related Monthly Period and allocated in respect of the Class A
Certificates, the Class B Certificates and the Collateral Interest,
respectively;
44
<PAGE>
(iv) the amount of Collections of Finance Charge Receivables
processed during the related Monthly Period and allocated in respect of
the Class A Certificates, the Class B Certificates and the Collateral
Interest, respectively;
(v) the aggregate amount of Principal Receivables, the Investor
Interest, the Adjusted Investor Interest, the Class A Investor Interest,
the Class A Adjusted Investor Interest, the Class B Investor Interest,
the Collateral Interest, the Floating Investor Percentage, the Class A
Floating Allocation, the Class B Floating Allocation, the Collateral
Floating Allocation and the Fixed Investor Percentage, Class A Fixed
Allocation, the Class B Fixed Allocation and the Collateral Fixed
Allocation with respect to the Principal Receivables in the Trust as of
the close of business on the Distribution Date preceding such Transfer
Date (after giving effect to all of the transactions occurring on such
date);
(vi) the aggregate outstanding balance of Accounts which were 30 to
59, 60 to 89, and 90 or more days delinquent as of the end of the day on
the Record Date;
(vii) the Aggregate Investor Default Amount, the Class A Investor
Default Amount, the Class B Investor Default Amount and the Collateral
Default Amount for the related Monthly Period;
(viii) the aggregate amount of Class A Investor Charge-Offs, Class
B Investor Charge-Offs and Collateral Charge-Offs for the related Monthly
Period;
(ix) the aggregate amount of Class A Investor Charge-Offs, Class B
Investor Charge-Offs and Collateral Charge-Offs reimbursed on the
Transfer Date immediately preceding such Distribution Date;
(x) the amount of the Class A Servicing Fee, the Class B Servicing
Fee and the Collateral Servicing Fee for the related Monthly Period;
(xi) the Portfolio Yield for the preceding Monthly Period;
(xii) the amount of Reallocated Collateral Principal Collections
and Reallocated Class B Principal Collections with respect to such
Distribution Date;
(xiii) the Class B Investor Interest and the Collateral Interest
as of the close of business on such Distribution Date;
45
<PAGE>
(xiv) LIBOR for the Interest Period ending on such Distribution
Date;
(xv) the Principal Funding Account Balance on the Transfer Date;
(xvi) the Accumulation Shortfall;
(xvii) the Principal Funding Investment Proceeds transferred to
the Finance Charge Account on the related Transfer Date;
(xviii) the Principal Funding Investment Shortfall on the related
Transfer Date;
(xix) the amount of Class A Available Funds and Class B Available
Funds on deposit in the Finance Charge Account on the related Transfer
Date;
(xx) the current Class A Certificate Rate, Class B Certificate
Rate and Collateral Rate; and
(xxi) such other items as are set forth in Exhibit C to this
Series Supplement.
(b) Annual Certificateholders' Tax Statement. On or before
----------------------------------------
January 31 of each calendar year, beginning with calendar year 1998, the
Trustee shall distribute to each Person who at any time during the preceding
calendar year was a Series 1997-1 Certificateholder, a statement prepared by
the Servicer containing the information required to be contained in the regular
monthly report to Series 1997-1 Certificateholders, as set forth in subclauses
(i) and (ii) above, aggregated for such calendar year or the applicable portion
thereof during which such Person was a Series 1997-1 Certificateholder,
together with such other customary information (consistent with the treatment
of the Certificates as debt) as the Servicer deems necessary or desirable to
enable the Series 1997-1 Certificateholders to prepare their tax returns. Such
obligations of the Trustee shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Trustee
pursuant to any requirements of the Internal Revenue Code as from time to time
in effect.
SECTION 9. Series 1997-1 Pay Out Events. If any one of the
----------------------------
following events shall occur with respect to the Investor Certificates:
(a) failure on the part of the Transferor (i) to make any payment
or deposit required by the terms of (A) the Agreement or (B) this Series
Supplement, on or before the date occurring five days after the date such
payment or deposit is required to
46
<PAGE>
be made herein or (ii) duly to observe or perform in any material respect any
covenants or agreements of the Transferor set forth in the Agreement or this
Series Supplement, which failure has a material adverse effect on the Series
1997-1 Certificateholders (which determination shall be made without reference
to the amount of the Collateral Interest) and which continues unremedied for a
period of 60 days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Transferor by
the Trustee, or to the Transferor and the Trustee by the Holders of Investor
Certificates evidencing Undivided Interests aggregating not less than 50% of
the Investor Interest of this Series 1997-1, and continues to affect materially
and adversely the interests of the Series 1997-1 Certificateholders (which
determination shall be made without reference to the amount of the Collateral
Interest) for such period;
(b) any representation or warranty made by the Transferor in the
Agreement or this Series Supplement, or any information contained in a computer
file or microfiche list required to be delivered by the Transferor pursuant to
Section 2.1 or 2.6, (i) shall prove to have been incorrect in any material
respect when made or when delivered, which continues to be incorrect in any
material respect for a period of 60 days after the date on which written notice
of such failure, requiring the same to be remedied, shall have been given to
the Transferor by the Trustee, or to the Transferor and the Trustee by the
Holders of Investor Certificates evidencing Undivided Interests aggregating not
less than 50% of the Investor Interest of this Series 1997-1, and (ii) as a
result of which the interests of the Series 1997-1 Certificateholders are
materially and adversely affected (which determination shall be made without
reference to the amount of the Collateral Interest) and continue to be
materially and adversely affected for such period; provided, however,
-------- -------
that a Series 1997-1 Pay Out Event pursuant to this subsection 9(b) hereof
shall not be deemed to have occurred hereunder if the Transferor has accepted
reassignment of the related Receivable, or all of such Receivables, if
applicable, during such period in accordance with the provisions of the
Agreement;
(c) the average Portfolio Yield for any three consecutive Monthly
Periods is reduced to a rate which is less than the average Base Rate for such
period;
(d) the Transferor shall fail to convey Receivables arising under
Additional Accounts, or Participations, to the Trust, as required by subsection
2.6(a);
(e) any Servicer Default shall occur which would have a material
adverse effect on the Series 1997-1 Certificateholders; or
47
<PAGE>
(f) the Class A Investor Interest shall not be paid in full on the
Class A Scheduled Payment Date or the Class B Investor Interest shall not be
paid in full on the Class B Scheduled Payment Date;
then, in the case of any event described in subsection 9(a), (b) or (e) hereof,
after the applicable grace period set forth in such subparagraphs, either the
Trustee or Holders of Investor Certificates and the Collateral Interest Holder
evidencing Undivided Interests aggregating not less than 50% of the Investor
Interest of this Series 1997-1 by notice then given in writing to the
Transferor and the Servicer (and to the Trustee if given by the
Certificateholders) may declare that a pay out event (a "Series 1997-1 Pay Out
Event") has occurred as of the date of such notice, and in the case of any
event described in subsection 9(c), (d) or (f) hereof, a Series 1997-1 Pay Out
Event shall occur without any notice or other action on the part of the Trustee
or the Investor Certificateholders immediately upon the occurrence of such
event.
SECTION 10. Issuance of Additional Certificates.
-----------------------------------
(a) During the Revolving Period, the Transferor may, in its
discretion and subject to the terms of subsection (b) below, request the
Trustee to issue additional Investor Certificates of each Class (all such
additional certificates, the "Additional Certificates") in an amount and on the
date (the "Additional Certificate Date") determined by the Transferor. Upon
issuance, the Additional Certificates will be identical in all respects (except
that the principal amount of such Additional Certificates may be different) to
the Investor Certificates currently outstanding and will be equally and ratably
entitled to the benefits of this Series Supplement and the Pooling and
Servicing Agreement. The outstanding principal amounts of all Classes of
Investor Certificates shall be increased pro rata. The Controlled
--- ----
Accumulation Amount for each Class shall be increased proportionally to reflect
the additional amounts represented by the Additional Certificates.
(b) Additional Certificates shall only be issued upon
satisfaction of all of the following conditions:
(i) On or before the fifth Business Day immediately
preceding the date on which the Additional Certificates are to be issued,
the Transferor shall give notice to the Trustee, the Servicer, the
Collateral Interest Holder and the Rating Agencies of such issuance and
the date upon which it is to occur;
(ii) After giving effect to the Additional Certificates,
the total amount of Principal Receivables in
48
<PAGE>
the Trust shall be greater than or equal to the Minimum Aggregate
Principal Receivables;
(iii) The Transferor shall have delivered evidence of the
proportional increase in the Collateral Interest to the Trustee and the
Rating Agencies;
(iv) On or before the Additional Certificate Date, the
Trustee shall have been provided evidence that the Rating Agency
Condition shall have been satisfied with respect to such issuance;
(v) The Transferor shall have delivered to the Trustee
an Officer's Certificate dated as of the Additional Certificate Date,
stating that the Transferor reasonably believes that the issuance of such
Additional Certificates will not have a material adverse effect on any
outstanding Class of Investor Certificates;
(vi) As of the Additional Certificate Date, the amount of
Investor Charge-Offs for all Classes of Investor Certificates shall be
zero; and
(vii) The Transferor shall have delivered to the Trustee a
Tax Opinion with respect to such issuance.
SECTION 11. Series 1997-1 Termination. The right of the
-------------------------
Investor Certificateholders to receive payments from the Trust will terminate
on the first Business Day following the Series 1997-1 Termination Date.
SECTION 12. Counterparts. This Series Supplement may be
------------
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all of such counterparts shall together
constitute but one and the same instrument.
SECTION 13. Governing Law. THIS AGREEMENT 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, AND WITHOUT, LIMITING THE GENERALITY OF THE FOREGOING, THE IMMUNITY AND
STANDARD OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE TRUST HEREUNDER
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 14. No Petition. The Transferor, the Servicer and the
-----------
Trustee, by entering into this Series Supplement and each Certificateholder, by
accepting a Series 1997-1 Certificate hereby covenant and agree that they will
not at any time institute against the Trust, or join in any institution against
the Trust of, any bankruptcy proceedings under any United States
49
<PAGE>
Federal or state bankruptcy or similar law in connection with any obligations
relating to the Investor Certificateholders, the Agreement or this Series
Supplement.
SECTION 15. Tax Representation and Covenant. Any Collateral
-------------------------------
Interest Holder shall be required to represent and covenant in connection with
such acquisition that (x) it has neither acquired, nor will it sell, trade or
transfer any interest in the Trust or cause any interest in the Trust to be
marketed on or through either (i) an "established securities market" within the
meaning of Code section 7704(b)(1), including without limitation an interdealer
quotation system that regularly disseminates firm buy or sell quotations by
identified brokers or dealers by electronic means or otherwise or (ii) a
"secondary market" within the meaning of Code section 7704(b)(2), including a
market wherein interests in the Trust are regularly quoted by any person making
a market in such interests and a market wherein any person regularly makes
available bid or offer quotes with respect to interests in the Trust and stands
ready to effect buy or sell transactions at the quoted prices for itself or on
behalf of others, (y) unless the Transferor consents otherwise, such holder (i)
is properly classified as, and will remain classified as, a "corporation" as
described in Code section 7701(a)(3) and (ii) is not, and will not become, an S
corporation as described in Code section 1361, and (z) it will (i) cause any
participant with respect to such interest otherwise permitted hereunder to make
similar representations and covenants for the benefit of the Transferor and the
Trust and (ii) forward a copy of such representations and covenants to the
Trustee. Each such holder shall further agree in connection with its
acquisition of such interest that, in the event of any breach of its (or its
participant's) representation and covenant that it (or its participant) is and
shall remain classified as a corporation other than an S corporation, the
Transferor shall have the right to procure a replacement investor to replace
such holder (or its participant), and further that such holder shall take all
actions necessary to permit such replacement investor to succeed to its rights
and obligations as a holder (or to the rights of its participant).
SECTION 16. Amendment to Agreement. By purchasing their
----------------------
Series 1997-1 Certificates each Investor Certificateholder shall be deemed to
have consented that The Chase Manhattan Bank shall be replaced as Servicer with
The Chase Manhattan Bank USA, National Association, as a successor servicer
pursuant to an amendment of the Agreement to be executed at such time as shall
be agreed to by the parties thereto.
50
<PAGE>
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee
have caused this Series 1997-1 Supplement to be duly executed by their
respective officers as of the day and year first above written.
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
Transferor on and after June 1,1996
By:/s/ Keith Schuck
-----------------------------------
Name: Keith Schuck
Title: Vice President
THE CHASE MANHATTAN BANK,
Transferor prior to June 1, 1996 and
Servicer
By:/s/ Frank DeGenova
-----------------------------------
Name: Frank DeGenova
Title: Vice President
THE BANK OF NEW YORK,
Trustee
By:/s/ Reyne A. Macadaeg
-----------------------------------
Name: Reyne A. Macadaeg
Title: Assistant Vice President
<PAGE>
EXHIBIT A-1
TO EXHIBIT 4.2
FORM OF CERTIFICATE
-------------------
CLASS A
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. ___ $_________
CUSIP NO. 16151P AC1
CHASE CREDIT CARD MASTER TRUST
CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1997-1
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of MasterCard(R) and VISA(R)[*] credit card receivables generated or
acquired by Chase Manhattan Bank USA, National Association ("Chase USA") and
other assets and interests constituting the Trust under the Pooling and
Servicing Agreement described below.
(Not an interest in or obligation of
Chase USA
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class A
Certificateholder") is the registered owner of an Undivided Interest in a trust
(the "Trust"), the corpus of which consists of a portfo-
- ---------------
* MasterCard(R) and VISA(R) are federally registered servicemarks of
MasterCard International Inc. and of Visa U.S.A., Inc., respectively.
A-1-1
<PAGE>
lio of receivables (the "Receivables") now existing or hereafter created and
arising in connection with selected MasterCard and VISA credit card accounts
(the "Accounts") of Chase USA, a national banking association, all monies due or
to become due in payment of the Receivables (including all Finance Charge
Receivables), the right to certain amounts received as Interchange and
Recoveries (if any), the benefits of the Collateral Interest, all proceeds of
the foregoing and the other assets and interests constituting the Trust pursuant
to the Second Amended and Restated Pooling and Servicing Agreement dated as of
September 1, 1996 as supplemented by the Series 1997-1 Supplement dated as of
February 24, 1997 (collectively, the "Pooling and Servicing Agreement"), by and
among Chase USA, 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 Trustee (the "Trustee"). To the extent not defined herein, capitalized
terms used herein have the respective meanings assigned to them in the Pooling
and Servicing Agreement.
The Series 1997-1 Certificates are issued in two classes, the Class
A Certificates (of which this certificate is one) and the Class B Certificates,
which are subordinated to the Class A Certificates in certain rights of payment
as described herein and in the Pooling and Servicing Agreement.
The Transferor has structured the Pooling and Servicing Agreement
and the Series 1997-1 Certificates with the intention that the Series 1997-1
Certificates will qualify under applicable tax law as indebtedness, and each of
the Transferor, the Holder of the Transferor Certificate, the Servicer and each
Series 1997-1 Certificateholder (or Series 1997-1 Certificate Owner) by
acceptance of its Series 1997-1 Certificate (or in the case of a Series 1997-1
Certificate Owner, by virtue of such Series 1997-1 Certificate Owner's
acquisition of a beneficial interest therein), agrees to treat and to take no
action inconsistent with the treatment of the Series 1997-1 Certificates (or
any beneficial interest therein) as indebtedness for purposes of federal,
state, local and foreign income or franchise taxes and any other tax imposed on
or measured by income. Each Series 1997-1 Certificateholder agrees that it
will cause any Series 1997-1 Certificate Owner acquiring an interest in a
Series 1997-1 Certificate through it to comply with the Pooling and Servicing
Agreement as to treatment of the Series 1997-1 Certificates as indebtedness for
certain tax purposes.
This Class A Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing Agreement, as amended from time to time, the Class
A Certificateholder by virtue of the acceptance hereof assents and by which the
Class A Certificateholder is bound. This Class A Certificates is one of a duly
authorized Series of Investor Certificates entitled "Class
A-1-2
<PAGE>
A Floating Rate Asset Backed Certificates, Series 1997-1" (the "Class A
Certificates"), each of which represents an Undivided Interest in the Trust,
including the right to receive the Collections and other amounts allocated to
the Class A Certificates at the times and in the amounts specified in the
Pooling and Servicing Agreement and to be deposited in the Investor Accounts,
the Principal Funding Account and the Reserve Account or paid to the Class A
Certificateholders.
Also issued under the Pooling and Servicing Agreement are the
"Class B Floating Rate Asset Backed Certificates, Series 1997-1" (the "Class B
Certificates"), which represent an Undivided Interest in the Trust subordinate
to the Class A Certificates, and the "Collateral Interest, Series 1997-1" (the
"Collateral Interest" and collectively with the Class A Certificates and the
Class B Certificates, the "Investor Certificates"), which is an undivided
interest in the Trust subordinated to the Class A Certificates and Class B
Certificates. The subordination of the Class B Certificates and the
subordination of the Collateral Interest to the Class A Certificates shall
constitute the Enhancement for the Class A Certificates.
The aggregate interest represented by the Class A Certificates and
the Class B Certificates at any time in the Principal Receivables in the Trust
shall not exceed an amount equal to the Class A Investor Interest and the Class
B Investor Interest, respectively, at such time. As of the Closing Date, the
Class A Initial Investor Interest is $1,150,000,000, the Class B Initial
Investor Interest is $95,833,000 and the Collateral Initial Interest is
$123,214,619.
The Class A Investor Interest on any date of determination will be
an amount equal to (a) the Class A Initial Investor Interest minus (b) the
-----
aggregate amount of payments of principal made to the Class A
Certificateholders prior to such date of determination, and minus (c) the
-----
excess, if any, of the aggregate amount of Class A Investor Charge-Offs
pursuant to subsection 4.10(a) of the Pooling and Servicing Agreement over
Class A Investor Charge-Offs reimbursed prior to such date of determination
pursuant to subsection 4.11(b) of the Pooling and Servicing Agreement;
provided, however, that the Class A Investor Interest may not be
- -------- -------
reduced below zero.
For the purpose of allocating Collections of Finance Charge
Receivables and Receivables in Defaulted Accounts for each Monthly Period
during the Controlled Accumulation Period, the Class A Investor Interest will
be further reduced (such reduced amount, the "Class A Adjusted Investor
Interest") by the aggregate principal amount of funds on deposit in the
Principal Funding Account. The Class A Investor Interest together with the
aggregate interest represented by the Class B Certificates in the Principal
Receivables in the Trust (the "Class B Investor Inter-
A-1-3
<PAGE>
est") and the aggregate interest represented by the Collateral Interest in the
Principal Receivables in the Trust are sometimes collectively referred to herein
as the "Investor Interest."
In addition to the Class A Certificates, the Class B Certificates
and the Collateral Interest, a Transferor Certificate representing an undivided
interest in the Trust will be issued to the Transferor pursuant to the Pooling
and Servicing Agreement. The Transferor Certificate will represent the
interest in the Principal Receivables not represented by all of the Series of
Investor Certificates issued by the Trust. The Transferor Certificate may be
exchanged by the Transferor pursuant to the Pooling and Servicing Agreement for
a newly issued Series of Investor Certificates and a reissued Transferor
Certificate upon the conditions set forth in the Pooling and Servicing
Agreement.
Interest will accrue on the Class A Certificates from the Closing
Date through March 16, 1997, and with respect to each Interest Period
thereafter, at the rate of LIBOR plus 0.09% per annum, as more specifically set
forth in the Pooling and Servicing Agreement (the "Class A Certificate Rate"),
and will be distributed on March 17, 1997 and on the 15th day of each calendar
month thereafter, or if such day is not a Business Day, on the next succeeding
Business Day (a "Distribution Date"), to the Class A Certificateholders of
record as of the last Business Day of the calendar month preceding such
Distribution Date (the "Record Date"). During the Rapid Amortization Period,
in addition to Class A Monthly Interest, Class A Monthly Principal will be
distributed to the Class A Certificateholder on each Distribution Date until
the Class A Certificates have been paid in full. During the Controlled
Accumulated Period, in addition to monthly payments of Class A Monthly
Interest, the amount on deposit in the Principal Funding Account will be
distributed as principal to the Class A Certificateholders on the February 2004
Distribution Date (the "Class A Scheduled Payment Date"), unless distributed
earlier as a result of the occurrence of a Pay Out Event in accordance with the
Pooling and Servicing Agreement.
On or before each Transfer Date, the Servicer shall instruct the
Trustee in writing to withdraw and the Trustee, acting in accordance with such
instructions, shall withdraw on such Transfer Date, from the Finance Charge
Account to the extent of funds on deposit therein (i) Collections of Finance
Charge Receivables processed as of the end of the preceding Monthly Period
which have been allocated to the Series 1997-1 Certificates, (ii) with respect
to the Class A Certificates, from other amounts constituting Class A Available
Funds, and (iii) with respect to the Class B Certificates, from other amounts
constituting Class B Available Funds, the following amounts: (x) an amount
equal to the product of (i) (A) a fraction, the numerator of which is the
actual number of days in the related Interests Period and the denominator of
which is 360, times (B) the Class A
-----
A-1-4
<PAGE>
Certificate Rate for such Interest Period and (ii) the Class A Certificate Rate
and (ii) the Class A Investor Interest as of the close of business on the last
day of the preceding Monthly Period ("Class A Monthly Interest"), provided,
--------
however, that with respect to the first Distribution Date, Class A Monthly
- -------
Interest shall be equal to the interest accrued on the Class A Initial Investor
Interest at the applicable Class A Certificate Rate for the period from the
Closing Date through March 16, 1997; and (y) amounts up to the Class B Monthly
Interest followed by the Collateral Monthly Interest, in the actual amounts and
manner described in the Pooling and Servicing Agreement.
On each Transfer Date, the Trustee shall apply the Class A
Available Funds withdrawn from the Finance Charge Account, as required by the
Pooling and Servicing Agreement, in the following order of priority: (i) an
amount equal to the Class A Monthly Interest for such Transfer Date, plus
----
the amount of any Class A Deficiency Amount for such Transfer Date, plus
----
the amount of any Class A Additional Interest for such Transfer Date, (ii) an
amount equal to the Class A Servicing Fee for such Transfer Date plus the
----
amount of any Class A Servicing Fee due but not paid on any prior Transfer Date
and (iii) an amount equal to the Class A Investor Default Amount, if any, for
the preceding Monthly Period. The Trustee on each Transfer Date shall apply
the Class B Available Funds withdrawn from the Finance Charge Account as
required by the Pooling and Servicing Agreement in the following order of
priority: (i) the Class B Monthly Interest for such Transfer Date, plus the
----
amount of any Class B Deficiency Amount for such Transfer Date, plus the
----
amount of any Class B Additional Interest for such Transfer Date, and (ii) the
Class B Servicing Fee for such Transfer Date plus the amount of any Class B
----
Servicing Fee due but not paid on any prior Transfer Date. The balance of the
amount withdrawn from the Finance Charge Account allocable to the Series 1997-1
Certificates, if any, after giving effect to the applications above shall
constitute "Excess Spread."
On or before the Transfer Date immediately succeeding the Monthly
Period in which the Controlled Accumulated Period or the Rapid Amortization
Period commences and on or before each Transfer Date thereafter, the Servicer
shall instruct the Trustee in writing to withdraw, and the Trustee, acting in
accordance with such instructions, shall withdraw on such Transfer Date from
the Principal Account an amount equal to the Available Investor Principal
Collections on deposit in the Principal Account and from such amounts, (A)
deposit an amount equal to Class A Monthly Principal (i) during the Controlled
Accumulation Period, into the Principal Funding Account, and (ii) during the
Rapid Amortization Period, into the Distribution Account, (B) after the Class A
Certificates have been paid in full, deposit an amount equal to Class B Monthly
Principal into the Distribution Account, and (C)
A-1-5
<PAGE>
any remaining amounts in the Principal Account shall be used for payment of
Collateral Monthly Principal.
On the earlier to occur of the first Transfer Date with respect to
the Rapid Amortization Period or the Transfer Date immediately preceding the
Class A Scheduled Payment Date, the Servicer shall instruct the Trustee to
withdraw, and the Trustee shall withdraw from the Principal Funding Account and
deposit in the Distribution Account the amount on deposit in the Principal
Funding Account.
On the Class A Scheduled Payment Date or on each Distribution Date
with respect to a Rapid Amortization Period, the Trustee shall pay from amounts
on deposit in the Distribution Account an amount equal to the lesser of the
Class A Investor Interest and the amount of Available Investor Principal
Collections on deposit in the Distribution Account with respect to the related
Monthly Period, and after the Class A Certificates have been paid in full
(after taking into account distributions to be made on the related Distribution
Date), Available Investor Principal Collections shall be applied to the Class B
Certificates and Collateral Interest as specified in the Pooling and Servicing
Agreement.
On each Distribution Date, the Trustee shall pay to the Class A
Certificateholders and the Class B Certificateholders the amount deposited on
the related Transfer Date into the Distribution Account in respect of Class A
Monthly Interest and Class B Monthly Interest, respectively. On each Transfer
Date, the Trustee shall pay to the Collateral Interest Holder the Collateral
Monthly Interest, to the extent funds are available. Distributions with
respect to this Series 1997-1 Certificate will be made by the Trustee by,
except as otherwise provided in the Pooling and Servicing Agreement, check
mailed to the address of each Series 1997-1 Certificateholder of record
appearing in the Certificate Register and except for the final distribution in
respect of this Series 1997-1 Certificate, without the presentation or
surrender of this Series 1997-1 Certificate or the making of any notation
thereon; provided, however, that with respect to Series 1997-1
-------- -------
Certificates registered in the name of the nominee of a Clearing Agency,
distributions will be made in the form of immediately available funds.
This Class A Certificate represents an interest in only the Chase
Credit Card Master Trust. This Class A Certificate does not represent an
obligation of, or an interest in, the Transferor or the Servicer, and neither
the Series 1997-1 Certificates nor the Accounts or Receivables are insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency. This Series 1997-1 Certificate is limited in right of
payment to certain collections respecting the Receiv-
A-1-6
<PAGE>
ables, all as more specifically set forth hereinabove and in the Pooling and
Servicing Agreement.
The Transfer of this Class A Certificate shall be registered in the
Certificate Register upon surrender of this agency maintained by the Transfer
Agent and Registrar accompanied by a written instrument of transfer in a form
satisfactory to the Trustee and the Transfer Agent and Registrar duly executed
by the Class A Certificateholder or such Class A Certificateholder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Class A Certificates of authorized denominations and for the same aggregate
Undivided Interests will be issued to the designated transferee or transferees.
The Servicer, the Trustee and the Transfer Agent and Registrar, and
any agent of any of them, may treat the Person in whose name this Class A
Certificate is registered as the owner hereof for all purposes, and neither the
Servicer, the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor
any agent of any of them or of any such agent shall be affected by notice to
the contrary except in certain circumstances described in the Pooling and
Servicing Agreement.
The Pooling and Servicing Agreement provides that the right of the
Series 1997-1 Certificateholders to receive payment from the Trust will
terminate on the first Business Day following the Series 1997-1 Termination
Date. Upon the termination of the Trust pursuant to Section 12.1 of the
Pooling and Servicing Agreement, the Trustee shall assign and convey to the
Holder of the Transferor Certificate (without recourse, representation or
warranty) all right, title and interest of the Trust in the Receivables,
whether then existing or thereafter created, and all proceeds of such
Receivables and Insurance Proceeds relating to such Receivables. The Trustee
shall execute and deliver such instruments of transfer and assignment, in each
case without recourse, as shall be prepared by the Servicer reasonably
requested by the Holder of the Transferor Certificate to vest in such Holder
all right, title and interest which the Trustee had in the Receivables.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee, by manual signature, this Class A Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement,
or be valid for any purpose.
A-1-7
<PAGE>
IN WITNESS WHEREOF, Chase Manhattan Bank USA, National Association,
has caused this Class A Certificate to be duly executed.
By:
-----------------------------
Authorized Officer
Dated:
A-1-8
<PAGE>
Form of Trustee's Certificate of Authentication
-----------------------------------------------
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class A Certificates of Chase Credit Card Master
Trust, Series 1997-1, referred to in the within-mentioned Pooling and Servicing
Agreement.
THE BANK OF NEW YORK,
Trustee
By:
-----------------------------
Authorized Signatory
Dated:
A-1-9
<PAGE>
EXHIBIT A-2
TO EXHIBIT 4.2
FORM OF CERTIFICATE
-------------------
CLASS B
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION, THAT UNLESS SUCH PURCHASER, AT
ITS EXPENSE, DELIVERS TO THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN
OPINION OF COUNSEL SATISFACTORY TO THEM TO THE EFFECT THAT THE PURCHASE
OR HOLDING OF THIS CERTIFICATE BY SUCH PURCHASER WILL NOT RESULT IN THE
ASSETS OF THE TRUST BEING DEEMED TO BE "ASSETS OF THE BENEFIT PLAN" OR
SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE CODE
AND WILL NOT SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE SERVICER TO ANY
OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT, SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED
IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED ("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF
ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, OR (III) AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE
ENTITY.
No. ___ $__________
CUSIP NO. 16151P AD9
CHASE CREDIT CARD MASTER TRUST
CLASS B FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1997-1
A-2-1
<PAGE>
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of MasterCard(R) and VISA(R)[*] credit card receivables generated or
acquired by Chase Manhattan Bank USA, National Association ("Chase USA"), and
other assets and interests constituting the Trust under the Pooling and
Servicing Agreement described below.
(Not an interest in or obligation of
Chase USA
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class B Certificateholder") is
the registered owner of an Undivided Interest in a trust (the "Trust"), the
corpus of which consists of a portfolio of receivables (the "Receivables") now
existing or hereafter created and arising in connection with selected MasterCard
and VISA credit card accounts (the "Accounts") of Chase USA, a national banking
association, all monies due or to become due in payment of the Receivables
(including all Finance Charge Receivables), the right to certain amounts
received as Interchange and Recoveries (if any), the benefits of the Collateral
Interest, all proceeds of the foregoing and the other assets and interests
constituting the Trust pursuant to the Second Amended and Restated Pooling and
Servicing Agreement dated as of September 1, 1996 as supplemented by the Series
1997-1 Supplement dated as of February 24, 1997 (collectively, the "Pooling and
Servicing Agreement"), by and among Chase USA, 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 Trustee (the "Trustee"). To the extent
not defined herein, capitalized terms used herein have the respective meanings
assigned to them in the Pooling and Servicing Agreement.
The Series 1997-1 Certificates are issued in two classes, the Class
A Certificates and the Class B Certificates (of which this certificate is one),
which are subordinated to the Class A Certificates in certain rights of payment
as described herein and in the Pooling and Servicing Agreement.
The Transferor has structured the Pooling and Servicing Agreement
and the Series 1997-1 Certificates with the intention that the Series 1997-1
Certificates will qualify under applicable tax law as indebtedness, and each of
the Transferor, the Holder of the Transferor Certificate, the Servicer and each
Series 1997-1 Certificateholder (or Series 1997-1 Certificate Owner) by
acceptance of its Series 1997-1 Certificate (or in the case of a Series 1997-1
Certificate Owner, by virtue of such Series 1997-1 Certificate Owner's
acquisition of a beneficial interest there-
- ---------------
* MasterCard(R) and VISA(R) are federally registered servicemarks of
MasterCard International Inc. and of Visa U.S.A., Inc., respectively.
A-2-2
<PAGE>
in), agrees to treat and to take no action inconsistent with the treatment of
the Series 1997-1 Certificates (or any beneficial interest therein) as
indebtedness for purposes of federal, state, local and foreign income or
franchise taxes and any other tax imposed on or measured by income. Each Series
1997-1 Certificateholder agrees that it will cause any Series 1997-1 Certificate
Owner acquiring an interest in a Series 1997-1 Certificate through it to comply
with the Pooling and Servicing Agreement as to treatment of the Series 1997-1
Certificates as indebtedness for certain tax purposes.
This Class B Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing Agreement, as amended from time to time, the Class
B Certificateholder by virtue of the acceptance hereof assents and by which the
Class B Certificateholder is bound. This Class B Certificate is one of a duly
authorized Series of Investor Certificates entitled "Class B Floating Rate
Asset Backed Certificates, Series 1997-1" (the "Class B Certificates"), each of
which represents an Undivided Interest in the Trust, including the right to
receive the Collections and other amounts allocated to the Class B Certificates
at the times and in the amounts specified in the Pooling and Servicing
Agreement and to be deposited in the Investor Accounts, the Principal Funding
Account and the Reserve Account or paid to the Class B Certificateholders.
Also issued under the Pooling and Servicing Agreement are the
"Class A Floating Rate Asset Backed Certificates, Series 1997-1" (the "Class A
Certificates"), which represent an Undivided Interest in the Trust senior to
the Class B Certificates, and the "Collateral Interest, Series 1997-1" (the
"Collateral Interest" and collectively with the Class A Certificates and the
Class B Certificates, the "Investor Certificates"), which is an undivided
interest in the Trust subordinated to the Class A Certificates and Class B
Certificates. The subordination of the Collateral Interest to the Class B
Certificates shall constitute the Enhancement for the Class B Certificates.
The aggregate interest represented by the Class A Certificates and
the Class B Certificates at any time in the Principal Receivables in the Trust
shall not exceed an amount equal to the Class A Investor Interest and the Class
B Investor Interest, respectively, at such time. As of the Closing Date, the
Class A Initial Investor Interest is $1,150,000,000, the Class B Initial
Investor Interest is $95,833,000 and the Collateral Initial Interest is
$123,214,619.
The Class B Investor Interest shall mean, on any date of
determination, an amount equal to (a) the Class B Initial Investor Interest,
minus (b) the aggregate amount of principal payments made to Class B
- -----
Certificateholders prior to such date,
A-2-3
<PAGE>
minus (c) the aggregate amount of Class B Investor Charge-Offs for all
- -----
prior Transfer Dates pursuant to subsection 4.10(b) of the Pooling and
Servicing Agreement, minus (d) the amount of the Reallocated Class B
-----
Principal Collections allocated pursuant to subsection 4.12(a) of the Pooling
and Servicing Agreement on all prior Transfer Dates for which the Collateral
Interest has not been reduced, minus (e) an amount equal to the amount by
-----
which the Class B Investor Interest has been reduced on all prior Transfer
Dates pursuant to subsection 4.10(a) of the Pooling and Servicing Agreement and
plus (f) the aggregate amount of Excess Spread allocated and available on
- ----
all prior Transfer Dates pursuant to subsection 4.11(d) of the Pooling and
Servicing Agreement, for the purpose of reimbursing amounts deducted pursuant
to the foregoing clauses (c), (d) and (e); provided, however, that the
-------- -------
Class B Investor Interest may not be reduced below zero.
The Class B Investor Interest together with the aggregate interest
represented by the Class A Certificates in the Principal Receivables in the
Trust (the "Class A Investor Interest") and the aggregate interest represented
by the Collateral Interest in the Principal Receivables in the Trust are
sometimes collectively referred to herein as the "Investor Interest."
In addition to the Class A Certificates, the Class B Certificates
and the Collateral Interest, a Transferor Certificate representing an undivided
interest in the Trust will be issued to the Transferor pursuant to the Pooling
and Servicing Agreement. The Transferor Certificate will represent the
interest in the Principal Receivables not represented by all of the Series of
Investor Certificates issued by the Trust. The Transferor Certificate may be
exchanged by the Transferor pursuant to the Pooling and Servicing Agreement for
a newly issued Series of Investor Certificates and a reissued Transferor
Certificate upon the conditions set forth in the Pooling and Servicing
Agreement.
Interest will accrue on the Class B Certificates from the Closing
Date through March 16, 1997, and with respect to each Interest Period
thereafter, at the rate of LIBOR plus 0.29% per annum, as more specifically set
forth in the Pooling and Servicing Agreement (the "Class B Certificate Rate"),
and will be distributed on March 17, 1997 and on the 15th day of each calendar
month thereafter, or if such day is not a Business Day, on the next succeeding
Business Day (a "Distribution Date"), to the Class B Certificateholders of
record as of the last Business Day of the calendar month preceding such
Distribution Date (the "Record Date"). Class B Monthly Principal will be
distributed to the Class B Certificateholder (i) during the Rapid Amortization
Period, in addition to Class B Monthly Interest, on each Distribution Date
until the Class B Certificates have been paid in full or (ii) during the
Controlled Accumulated Period following the payment in full of the Class A
Investor Interest, on the March
A-2-4
<PAGE>
2004 Distribution Date (the "Class B Scheduled Payment Date"), unless
distributed earlier as a result of the occurrence of a Pay Out Event in
accordance with the Pooling and Servicing Agreement.
On or before each Transfer Date, the Servicer shall instruct the
Trustee in writing to withdraw and the Trustee, acting in accordance with such
instructions, shall withdraw on such Transfer Date, from the Finance Charge
Account to the extent of funds on deposit therein (i) Collections of Finance
Charge Receivables processed as of the end of the preceding Monthly Period
which have been allocated to the Series 1997-1 Certificates, (ii) with respect
to the Class A Certificates, from other amounts constituting Class A Available
Funds, and (iii) with respect to the Class B Certificates, from other amounts
constituting Class B Available Funds, the following amounts: (x) an amount
equal to the Class A Monthly Interest; (y) an amount equal to the product of
(i) (A) a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (B) the
-----
Class B Certificate Rate for such Interest Period and (ii) the Class B Investor
Interest as of the close of business on the last day of the preceding Monthly
Period ("Class B Monthly Interest"), provided, however, that with
-------- -------
respect to the first Distribution Date, Class B Monthly Interest shall be equal
to the interest accrued on the Class B Initial Investor Interest at the
applicable Class B Certificate Rate for the period from the Closing Date
through March 16, 1997; and (Z) amounts up to the Collateral Monthly Interest,
in the actual amounts and manner described in the Pooling and Servicing
Agreement.
On each Transfer Date, the Trustee shall apply the Class A
Available Funds withdrawn from the Finance Charge Account, as required by the
Pooling and Servicing Agreement, in the following order of priority: (i) an
amount equal to the Class A Monthly Interest for such Transfer Date, plus
----
the amount of any Class A Deficiency Amount for such Transfer Date, plus
----
the amount of any Class A Additional Interest for such Transfer Date, (ii) an
amount equal to the Class A Servicing Fee for such Transfer Date plus the
----
amount of any Class A Servicing Fee due but not paid on any prior Transfer Date
and (iii) an amount equal to the Class A Investor Default Amount, if any, for
the preceding Monthly Period. The Trustee on each Transfer Date shall apply
the Class B Available Funds withdrawn from the Finance Charge Account as
required by the Pooling and Servicing Agreement in the following order of
priority: (i) the Class B Monthly Interest for such Transfer Date, plus the
----
amount of any Class B Deficiency Amount for such Transfer Date, plus the
----
amount of any Class B Additional Interest for such Transfer Date, and (ii) the
Class B Servicing Fee for such Transfer Date plus the amount of any Class B
----
Servicing Fee due but not paid on any prior Transfer Date. The balance of the
amount withdrawn from the Finance Charge Account allocable to the Series 1997-1
Certificates, if any, after giving
A-2-5
<PAGE>
effect to the applications above shall constitute "Excess Spread."
On or before the Transfer Date immediately succeeding the Monthly
Period in which the Controlled Accumulated Period or the Rapid Amortization
Period commences and on or before each Transfer Date thereafter, the Servicer
shall instruct the Trustee in writing to withdraw, and the Trustee, acting in
accordance with such instructions, shall withdraw on such Transfer Date from
the Principal Account an amount equal to the Available Investor Principal
Collections on deposit in the Principal Account and from such amounts, (A)
deposit an amount equal to Class A Monthly Principal (i) during the Controlled
Accumulation Period, into the Principal Funding Account, and (ii) during the
Rapid Amortization Period, into the Distribution Account, (B) after the Class A
Certificates have been paid in full, deposit an amount equal to Class B Monthly
Principal into the Distribution Account, and (C) any remaining amounts in the
Principal Account shall be used for payment of Collateral Monthly Principal.
On the earlier to occur of the first Transfer Date with respect to
the Rapid Amortization Period after payment in full of the Class A Investor
Interest or the Transfer Date immediately preceding the Class B Scheduled
Payment Date, the Servicer shall instruct the Trustee to withdraw, and the
Trustee shall withdraw from the Principal Account and deposit in the
Distribution Account the amount on deposit in the Principal Account.
On the Class B Scheduled Payment Date or on each Distribution Date
after payment in full of the Class A Investor Interest with respect to a Rapid
Amortization Period, the Trustee shall pay from amounts on deposit in the
Distribution Account an amount equal to the lesser of the Class B Investor
Interest and the amount of Available Investor Principal Collections on deposit
in the Distribution Account with respect to the related Monthly Period, and
after the Class B Certificates have been paid in full (after taking into
account distributions to be made on the related Distribution Date), Available
Investor Principal Collections shall be applied to the Collateral Interest as
specified in the Pooling and Servicing Agreement.
On each Distribution Date, the Trustee shall pay to the Class A
Certificateholders and the Class B Certificateholders the amount deposited on
the related Transfer Date into the Distribution Account in respect of Class A
Monthly Interest and Class B Monthly Interest, respectively. On each Transfer
Date, the Trustee shall pay to the Collateral Interest Holder the Collateral
Monthly Interest, to the extent funds are available. Distributions with
respect to this Series 1997-1 Certificate will be made by the Trustee by,
except as otherwise provided in the Pooling and Servicing Agreement, check
mailed to the address of each Series 1997-1 Certificateholder of record
appearing in the
A-2-6
<PAGE>
Certificate Register and except for the final distribution in respect of this
Series 1997-1 Certificate, without the presentation or surrender of this Series
1997-1 Certificate or the making of any notation thereon; provided,
--------
however, that with respect to Series 1997-1 Certificates registered in the
- -------
name of the nominee of a Clearing Agency, distributions will be made in the
form of immediately available funds.
This Class B Certificate represents an interest in only the Chase
Credit Card Master Trust. This Class A Certificate does not represent an
obligation of, or an interest in, the Transferor or the Servicer, and neither
the Series 1997-1 Certificates nor the Accounts or Receivables are insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency. This Series 1997-1 Certificate is limited in right of
payment to certain collections respecting the Receivables, all as more
specifically set forth hereinabove and in the Pooling and Servicing Agreement.
The Transfer of this Class B Certificate shall be registered in the
Certificate Register upon surrender of this agency maintained by the Transfer
Agent and Registrar accompanied by a written instrument of transfer in a form
satisfactory to the Trustee and the Transfer Agent and Registrar duly executed
by the Class B Certificateholder or such Class B Certificateholder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Class B Certificates of authorized denominations and for the same aggregate
Undivided Interests will be issued to the designated transferee or transferees.
The Servicer, the Trustee and the Transfer Agent and Registrar, and
any agent of any of them, may treat the Person in whose name this Class B
Certificate is registered as the owner hereof for all purposes, and neither the
Servicer, the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor
any agent of any of them or of any such agent shall be affected by notice to
the contrary except in certain circumstances described in the Pooling and
Servicing Agreement.
The Pooling and Servicing Agreement provides that the right of the
Series 1997-1 Certificateholders to receive payment from the Trust will
terminate on the first Business Day following the Series 1997-1 Termination
Date. Upon the termination of the Trust pursuant to Section 12.1 of the
Pooling and Servicing Agreement, the Trustee shall assign and convey to the
Holder of the Transferor Certificate (without recourse, representation or
warranty) all right, title and interest of the Trust in the Receivables,
whether then existing or thereafter created, and all proceeds of such
Receivables and Insurance Proceeds relating to such Receivables. The Trustee
shall execute and deliver such instruments of transfer and assignment, in each
case without recourse, as shall be prepared by the Servicer reasonably
re-
A-2-7
<PAGE>
quested by the Holder of the Transferor Certificate to vest in such Holder
all right, title and interest which the Trustee had in the Receivables.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee, by manual signature, this Class B Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement,
or be valid for any purpose.
A-2-8
<PAGE>
IN WITNESS WHEREOF, Chase Manhattan Bank USA, National Association,
has caused this Class B Certificate to be duly executed.
By:
-----------------------------
Authorized Officer
Dated:
A-2-9
<PAGE>
Form of Trustee's Certificate of Authentication
-----------------------------------------------
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class B Certificates of Chase Credit Card Master
Trust, Series 1997-1, referred to in the within-mentioned Pooling and Servicing
Agreement.
THE BANK OF NEW YORK,
Trustee
By:
-----------------------------
Authorized Signatory
Dated:
<PAGE>
EXHIBIT B
TO EXHIBIT 4.2
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION
TO THE TRUSTEE
THE CHASE MANHATTAN BANK
CHASE CREDIT CARD MASTER TRUST SERIES 1997-1
MONTHLY PERIOD ENDING __________ __, ____
Capitalized terms used in this notice have their respective meanings set forth
in the Pooling and Servicing Agreement. References herein to certain sections
and subsections are references to the respective sections and subsections of
the Pooling and Servicing Agreement as supplemented by the Series 1997-1
Supplement. This notice is delivered pursuant to Section 4.9.
A) The Chase Manhattan Bank ("Chase") is the Servicer under the Pooling
and Servicing Agreement.
B) The undersigned is a Servicing Officer.
C) The date of this notice is on or before the related Transfer Date
under the Pooling and Servicing Agreement.
I. INSTRUCTION TO MAKE A WITHDRAWAL
Pursuant to Section 4.9, the Servicer does hereby instruct the Trustee (i) to
make withdrawals from the Finance Charge Account, the Principal Account, the
Principal Funding Account and The Distribution Account on ___________ __, ____,
which date is a Transfer Date under the Pooling and Servicing Agreement, in
aggregate amounts set forth below in respect of the following amounts and (ii)
to apply the proceeds of such withdrawals in accordance with accordance with
subsection 3(a) of the Series 1997-1 Supplement and Section 4.9 of the Pooling
and Servicing Agreement:
A. Pursuant to subsection 3(a) of the Series
1997-1 Supplement:
1. Servicer Interchange $_____________
B. Pursuant to subsection 4.9(a)(i):
1. Class A Monthly Interest at the Class
A Certificate Rate on the Class A In-
vestor Interest $_____________
2. Class A Deficiency Amount $_____________
3. Class A Additional Interest $_____________
<PAGE>
C. Pursuant to subsection 4.9(a)(ii):
1. Class A Servicing Fee $_____________
2. Accrued and unpaid Class A Servicing
Fee $_____________
D. Pursuant to subsection 4.9(a)(iii):
1. Class A Investor Default Amount $_____________
E. Pursuant to subsection 4.9(a)(iv):
1. Portion of Excess Spread from Class A
Available Funds to be allocated and
distributed as provided in Section
4.11 $_____________
F. Pursuant to subsection 4.9(b)(i):
1. Class B Monthly Interest at the Class B
Certificate Rate on the Class B In-
vestor Interest $_____________
2. Class B Deficiency Amount $_____________
3. Class B Additional Interest $_____________
G. Pursuant to subsection 4.9(b)(ii):
1. Class B Servicing Fee $_____________
2. Accrued and unpaid Class B Servicing
Fee $_____________
H. Pursuant to subsection 4.9(b)(iii):
1. Portion of Excess Spread from Class B
Available Funds to be allocated and
distributed as provided in Section
4.11 $_____________
I. Pursuant to subsection 4.9(c)(i):
1. Collateral Interest Servicing Fee, if
applicable $_____________
2. Accrued and unpaid Collateral Interest
Servicing Fee, if applicable $_____________
J. Pursuant to subsection 4.9(c)(ii):
1. Portion of Excess Spread from Collat-
eral Available Funds to be allocated
and distributed as provided in Section
4.11 $_____________
B - 2
<PAGE>
K. Pursuant to subsection 4.9(d)(i):
1. Collateral Monthly Principal, if any,
applied in accordance with the Loan
Agreement $_____________
L. Pursuant to subsection 4.9(d)(ii):
1. Amount to be treated as Shared Prin-
cipal Collections $_____________
M. Pursuant to subsection 4.9(d)(iii):
1. Amount to be paid to the Holder of the
Transferor Certificate $_____________
2. Unallocated Principal Collections $_____________
N. Pursuant to subsection 4.9(e)(i):
1. Class A Monthly Principal $_____________
O. Pursuant to subsection 4.9(e)(ii):
1. Class B Monthly Principal $_____________
P. Pursuant to subsection 4.9(e)(iii):
1. Collateral Monthly Principal to be
applied in accordance with the Loan
Agreement $_____________
Q. Pursuant to subsection 4.9(e)(iv):
1. Amount to be treated as Shared Prin-
cipal Collections $_____________
R. Pursuant to subsection 4.9(e)(v):
1. Amount to be paid to the Holder of the
Transferor Certificate $_____________
2. Unallocated Principal Collections $_____________
Total $
=============
S. Pursuant to subsection 4.9(f):
1. Amount to be withdrawn from the Prin-
cipal Funding Account and deposited
into the Distribution Account $_____________
B - 3
<PAGE>
II. INSTRUCTION TO MAKE CERTAIN PAYMENTS
Pursuant to Section 4.9, the Servicer does hereby instruct the Trustee to pay in
accordance with Section 5.1 from the Distribution Account on __________ __,
____, which date is a Distribution Date under the Pooling and Servicing
Agreement, amounts so deposited in the Distribution Account pursuant to Section
4.9 as set forth below:
A. Pursuant to subsection 4.9(g):
1. Amount to be distributed to Class A
Certificateholders $_____________
2. Amount to be distributed to Class B
Certificateholders $_____________
B. Pursuant to subsection 4.9(h)(i):
1. Amount to be distributed to the Class
A Certificateholders $_____________
C. Pursuant to subsection 4.9(h)(ii):
1. Amount to be distributed to the Class
B Certificateholders $_____________
III. APPLICATION OF EXCESS SPREAD
Pursuant to Section 4.11, the Servicer does hereby instruct the Trustee to apply
the Excess Spread with respect to the related Monthly Period and to make the
following distributions in the following priority:
A. The amount equal to the Class A Required
Amount, if any, which will be used to fund
the Class A Required Amount and be applied
in accordance with, and in the priority set
forth in, subsection 4.9(a) $_____________
B. The amount equal to the aggregate amount of
Class A Investor Charge-Offs which have not
been previously reimbursed (after giving
effect to the allocation on such Transfer
Date of certain other amounts applied for
that purpose) which will be treated as a
portion of Investor Principal Collections
and deposited into the Principal Account on
such Transfer Date $_____________
B - 4
<PAGE>
C. The amount equal to the Class B Required
Amount, if any, which will be used to fund
the Class B Required Amount and be applied
first in accordance with, and in the prio-
rity set forth in, subsection 4.9(b) and
then any amount available to pay the Class
B Investor Default Amount shall be treated
as a portion of Investor Principal Collec-
tions and deposited into the Principal
Account $_____________
D. The amount equal to the aggregate amount by
which the Class B Investor Interest has
been reduced below the initial Class B In-
vestor Interest for reasons other than the
payment of principal to the Class B Certif-
icateholders (but not in excess of the
aggregate amount of such reductions which
have not been previously reimbursed) which
will be treated as a portion of Investor
Principal Collections and deposited into
the Principal Account $_____________
E. The amount equal to the Collateral Monthly
Interest plus the amount of any past due
Collateral Monthly Interest which will be
paid to the Collateral Interest Holder for
application in accordance with the Loan
Agreement $_____________
F. The amount equal to the aggregate amount of
accrued but unpaid Collateral Interest Ser-
vicing Fees which will be paid to the Ser-
vicer if the Transferor or the Trustee is
the Servicer $_____________
G. The amount equal to the Collateral Default
Amount, if any, for the prior Monthly
Period which will be treated as a portion of
Investor Principal Collections and
deposited into the Principal Account $_____________
H. The amount equal to the aggregate amount by
which the Collateral Interest has been
reduced below the Required Collateral
Interest for reasons other than the payment of
principal to the Collateral Interest Holder
(but not in excess of the aggregate amount
of such reductions which have not been pre-
viously reimbursed) which will be treated
as a portion of Investor Principal Collections
and deposited into the Principal Account $_____________
B - 5
<PAGE>
I. On each Transfer Date from and after the
Reserve Account Funding Date, but prior to
the date on which the Reserve Account ter-
minates as described in subsection 4.15(f),
the amount up to the excess, if any, of the
Required Reserve Account Amount over the
Available Reserve Account Amount which
shall be deposited into the Reserve Account $_____________
J. The amount equal to the amounts determined
to be payable to the Collateral Interest
Holder pursuant to subsections 2.11(a)(i),
(ii) and (iii) of the Loan Agreement $_____________
K. The balance, if any, after giving effect to
the payments made pursuant to subparagraphs
(a) through (j) above which shall consti-
tute "Shared Excess Finance Charge Collec-
tions" with respect to other Series in
Group One. $_____________
IV. REALLOCATED PRINCIPAL COLLECTIONS
Pursuant to Section 4.12, the Servicer does hereby instruct the Trustee to
withdraw from the Principal Account and apply Reallocated Principal Collections
pursuant to Section 4.12 with respect to the related Monthly Period in the
following amounts:
A. Reallocated Collateral Principal Receivables $_____________
B. Reallocated Class B Principal Receivables $_____________
V. ACCRUED AND UNPAID AMOUNTS
After giving effect to the withdrawals and transfers to be made in accordance
with this notice, the following amounts will be accrued and unpaid with respect
to all Monthly Periods preceding the current calendar month
A. Subsection 4.9(a)(i) and (b)(i):
1. The aggregate amount of the Class A
Deficiency Amount $_____________
2. The aggregate amount of Class B Defi-
ciency Amount $_____________
B. Subsections 4.9(a)(ii) and (b)(ii):
The aggregate amount of all accrued and
unpaid Investor Monthly Servicing Fees $_____________
C. Section 4.10:
The aggregate amount of all unreimbursed
Investor Charge Offs $_____________
B - 6
<PAGE>
IN WITNESS WHEREOF, the undersigned has duly executed this certificate
this ____ day of __________, ____.
THE CHASE MANHATTAN BANK,
Servicer
By:__________________
Name:
Title:
B - 7
<PAGE>
EXHIBIT C
TO EXHIBIT 4.2
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
The Chase Manhattan Bank Chase Credit Card Master Trust
Certificateholders' Statement Series 1997-1 Monthly Report
SECTION 5.2 - SUPPLEMENT CLASS A CLASS B COLLATERAL TOTAL
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
(i) Monthly Principal Distributed ______________________________________ ______________
(ii) Monthly Interest Distributed ______________________________________ ______________
Deficiency Amounts ______________________________________ ______________
Additional Interest ______________________________________ ______________
Accrued and Unpaid Interest ____________________ ______________
_________________ ______________
(iii) Collections of Principal Receivables ____________________________________ ______________
(iv) Collections of Finance Charge Receivables _______________________________ ______________
(v) Aggregate Amount of Principal Receivables ______________
Investor Interest ___________________________________ ______________
Adjusted Interest ___________________________________ ______________
Floating Investor Percentage ______________________________________ ______________
Fixed Investor Percentage ______________________________________ ______________
(vi) Receivables Delinquent (As % of Total ___________________________________ ______________
Receivables)
Current
30 to 59 days ______________
60 to 89 days ______________
90 or more days ______________
Total Receivables ______________
______________
(vii) Investor Default Amount _____________________________________ ______________
(viii) Investor Charge-Offs _____________________________________ ______________
(ix) Reimbursed Investor Charge-Offs _____________________________________ ______________
(x) Servicing Fee _____________________________________ ______________
(xi) Portfolio Yield ______________
(xii) Reallocated Monthly Principal _____________________ ______________
(xiii) Closing Investor Interest ____________________________________ ______________
(xiv) LIBOR ______________
(xv) Principal Funding Account Balance ______________
(xvi) Accumulation Shortfall ______________
(xvii) Principal Funding Investment Proceeds ______________
(xviii) Principal Investment Funding Shortfall ______________
(xix) Available Funds _____________________________________________________ ______________
(xx) Certificate Rate _____________________________________________________
- --------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE I
SCHEDULE TO EXHIBIT C TO
EXHIBIT 4.2
SCHEDULE TO MONTHLY SERVICER'S CERTIFICATE
MONTHLY PERIOD ENDING ____________ __, ____
THE CHASE MANHATTAN BANK
CHASE CREDIT CARD MASTER TRUST SERIES 1997-1
1. The aggregate amount of the Investor
Percentage of Collections of Principal
Receivables.............................. $______________
2. The aggregate amount of Investor Per-
centage of Collections of Finance Charge
Receivables (excluding Interchange
and amounts with respect to Annual
Membership Fees)......................... $______________
3. The aggregate amount of Investor Per-
centage of amounts with respect to
Annual Membership Fees................... $______________
4. The aggregate amount of Investor Per-
centage of Interchange................... $______________
5. The aggregate amount of Servicer In-
terchange................................ $______________
6. The aggregate amount of funds on de-
posit in the Finance Change Account
allocable to the Series 1997-1 Certif-
icates................................... $______________
7. The aggregate amount of funds on de-
posit in the Principal Account alloca-
ble to the Series 1997-1 Certificates.... $______________
8. The aggregate amount of funds on de-
posit in the Principal Funding Account
allocable to the Series 1997-1 Certif-
icates................................... $______________
9. The aggregate amount to be withdrawn
from the Finance Charge Account and
paid in accordance with the Loan Agre-
ement pursuant to Section 4.11 of the
Series 1997-1 Supplement................. $______________
10. The excess, if any, of the Required
Collateral Interest over the Collateral
Interest................................. $______________
I - 1
<PAGE>
11. The Collateral Interest on the Trans-
fer Date of the current calendar month,
after giving effect to the deposits
and withdrawals specified above, is
equal to................................. $______________
12. The amount of Monthly Interest, Defi-
ciency Amounts and Additional Interest
payable to the
(i) Class A Certificateholders........... $______________
(ii) Class B Certificateholders.......... $______________
(iii) Collateral Interest Holder......... $______________
13. The amount of principal payable to the
(i) Class A Certificateholders........... $______________
(ii) Class B Certificateholders.......... $______________
(iii) Collateral Interest Holder......... $______________
14. The sum of all amounts payable to the
(i) Class A Certificateholders........... $______________
(ii) Class B Certificateholders.......... $______________
(iii) Collateral Interest Holder......... $______________
15. To the knowledge of the undersigned,
no Series 1997-1 Pay Out Event or
Trust Pay Out Event has occurred ex-
cept as described below:
[If applicable, insert "none."]
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificates as of this ____ day of________, _______.
THE CHASE MANHATTAN BANK
By:____________________
Name:
Title:
I - 2
