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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): November 13, 1998
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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 0-19191 22-2382028
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(State or other (Commission File (I.R.S. employer
Jurisdiction of Number) Identification No.)
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
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Item 5. Other Events
On November 13, 1998, the Underwriting Agreement, dated as
of November 13, 1998 (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, was
executed and delivered by the respective parties thereto. On November 24, 1998,
the Series 1998-6 Supplement, dated as of November 24, 1998, 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
Exhibits
4.1 Underwriting Agreement, dated as of November 13, 1998, among Chase
USA, as Transferor, CMB, as Servicer, and CSI, as Underwriter.
4.2 Series 1998-6 Supplement, dated as of November 24, 1998, 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.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
THE CHASE MANHATTAN BANK
By: /s/ Patrick Margey
-------------------------
Name: Patrick J. Margey
Title: Vice President
Date: December 2, 1998
3
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INDEX TO EXHIBITS
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Exhibit Exhibit Sequentially
Number ------- Numbered Pages
- ------- --------------
4.1 Underwriting Agreement, dated as
of November 13, 1998, among
Chase USA, as Transferor, CMB,
as Servicer, and CSI, as
Underwriter.
4.2 Series 1998-6 Supplement, dated
as of November 24, 1998, 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.
4
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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)
November 13, 1998
Chase Securities Inc.
As Underwriter and as
Representative of the
several 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 Fixed Rate
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
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Chase Securities Inc.
November 13, 1998
Page 2
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 (the
"Underwriters"). Certificates of any Series sold to the Underwriters shall
be sold pursuant to a Terms Agreement by and between the Bank and the
Underwriters, a form of which is attached hereto as Exhibit A (a "Terms
Agreement"), which incorporates by reference this Underwriting Agreement
(the "Agreement," which may include the applicable Terms Agreement if the
context so requires). 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(Registered) and
VISA(Registered) 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 the
execution of the applicable Terms Agreement, the Bank represents and
warrants to the Underwriters that:
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Chase Securities Inc.
November 13, 1998
Page 3
(a) The Bank has prepared and filed with the Securities
and Exchange Commission (the "Commission") in accordance with the
provisions of the Securities Act of 1933, as amended, and the rules
and regulations of the Commission thereunder (collectively, the
"Act"), a registration statement on Form S-3 (having the
registration number stated in the applicable Terms Agreement),
including a form of prospectus, relating to the 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
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Chase Securities Inc.
November 13, 1998
Page 4
the Certificates will have been duly registered under the Act
pursuant to the Initial Registration Statement and such Additional
Registration Statement. If the Bank does not propose to amend the
Initial Registration Statement or, if an Additional Registration
Statement has been filed and the Bank does not propose to amend it
and if any post-effective amendment to either such registration
statement has been filed with the Commission prior to the execution
and delivery of the applicable Terms Agreement, the most recent
amendment (if any) to each such registration statement has been
declared effective by the Commission or has become effective upon
filing pursuant to Rule 462(c) under the Act or, in the case of any
Additional Registration Statement, Rule 462(b). The Initial
Registration Statement and any Additional Registration Statement
are hereinafter referred to collectively as the "Registration
Statements" 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 Underwriters shall agree in writing
to a modification, the Final Prospectus shall be in all substantial
respects in the form furnished to the Underwriters prior to the
execution of the relevant Terms Agreement, or to the extent not
completed at such time, shall contain only such material changes as
the Bank has advised the Underwriters, prior to such time, will be
included therein. Any preliminary form of the Prospectus Supplement
which has heretofore been filed pursuant to Rule 424 is hereinafter
called a "Preliminary Final Prospectus;"
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Chase Securities Inc.
November 13, 1998
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
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 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
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Chase Securities Inc.
November 13, 1998
Page 6
by or on behalf of the Underwriters specifically for use in
connection with the preparation of a Registration Statement and the
Final Prospectus;
(d) As of the Closing Date, the representations and
warranties of the Bank, as Transferor, in the Pooling and Servicing
Agreement and the Supplement 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 Transferor, the Credit
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Chase Securities Inc.
November 13, 1998
Page 7
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.
November 13, 1998
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 conditions
and in reliance upon the covenants, representations and warranties herein
set forth, the Bank agrees to sell to the Underwriters, and the Underwriters
agree to purchase from the Bank, the principal amount of Certificates set
forth opposite each 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 New York, New York at 10:00 A.M., New York
City time,
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Chase Securities Inc.
November 13, 1998
Page 9
on the Closing Date (as hereinafter defined) specified in the Terms
Agreement, or at such other time on the same or such other date as the
Underwriters and the Bank may agree upon. The time and date of such payment
for the 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
Underwriters of the Certificates registered in the name of Cede & Co. as
nominee of The Depository Trust Company and in such denominations as the
Underwriters shall request in writing not later than two full Business Days
prior to the Closing Date. The Bank shall make the Certificates available
for inspection by the Underwriters in New York, New York not later than one
full Business Day prior to the Closing Date.
Section 4. Offering by Underwriters. It is understood that the
Underwriters propose to offer the 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 and will provide evidence satisfactory to the Underwriters
of such timely filing. In addition, to the extent that the
Underwriters
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Chase Securities Inc.
November 13, 1998
Page 10
(i) have provided to the Bank Collateral Term Sheets (as defined
below) that the Underwriters have provided to prospective
investors, the Bank will file such Collateral Term Sheets as an
exhibit to a report on Form 8-K within two business days of its
receipt thereof, or (ii) have provided to the Bank Structural Term
Sheets or Computational Materials (each as defined below) that such
Underwriters have provided to a prospective investor, the Bank will
file or cause to be filed with the Commission a report on Form 8-K
containing such Structural Term Sheet and Computational Materials,
as soon as reasonably practicable after the date of this Agreement,
but in any event, not later than the date on which the Final
Prospectus is filed with the Commission pursuant to Rule 424.
(b) During the prospectus delivery period, before filing
any amendment or supplement to the Initial Registration Statement,
the Additional Registration Statement (if any) or the Final
Prospectus, the Bank will furnish to the Underwriters copies of the
proposed amendment or supplement for review and will not file any
such proposed amendment or supplement to which any Underwriter
reasonably objects.
(c) During the prospectus delivery period, the Bank will
advise the Underwriters promptly after it receives notice thereof,
(i) when any amendment to any Registration Statement shall have
become effective, (ii) of any request by the Commission for any
amendment or supplement to any Registration Statement or the Final
Prospectus or for any additional information, (iii) of the issuance
by the Commission of any stop order suspending the effectiveness of
any Registration Statement or the initiation or threatening of any
proceeding for that purpose, and (iv) of the receipt by the Bank of
any notification with respect to any suspension of the
qualification of the 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 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.
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Chase Securities Inc.
November 13, 1998
Page 11
(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 Underwriters 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 be obligated to qualify to do business in
any jurisdiction in which it is not currently so qualified; and
provided, further, that the Bank shall not be required to file a
general consent to service of process in any jurisdiction.
(f) The Bank will furnish to each Underwriter, without
charge, two copies of each Registration Statement (including
exhibits thereto), one of which will be signed, and to each
Underwriter conformed copies of each Registration Statement
(without exhibits thereto) and, during the prospectus delivery
period, as many copies of any Preliminary Final Prospectus and the
Final Prospectus and any supplement thereto as each Underwriter may
reasonably request.
(g) For a period from the date of this Agreement until the
retirement of the Certificates, or until such time as the
Underwriters shall cease to maintain a secondary market in the
Certificates, whichever first occurs, the Bank will deliver to each
Underwriter (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
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Chase Securities Inc.
November 13, 1998
Page 12
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 of their costs and expenses, including the fees of
counsel to the Underwriters, 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 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 Underwriters as soon as
practicable an earnings statement covering a period of at least
twelve months beginning with the first fiscal quarter of the Trust
occurring after the effective date of
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Chase Securities Inc.
November 13, 1998
Page 13
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 each Underwriter 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 Structural Term Sheets and Computational
Materials, if any, are attached to this Agreement as Exhibit C.
(c) It either (A) has not provided any potential investor
with a Series Term Sheet or (B) has provided any Series Term Sheet
to the Bank, which Series Term Sheets, if any, are attached to this
Agreement as Exhibit D.
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Chase Securities Inc.
November 13, 1998
Page 14
(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 Computational Materials, which
accountants' letters shall be addressed to the Bank.
(g) It has not, and will not, without the prior written
consent of the Bank, provide any Collateral Term Sheets, Structural
Term Sheets, Series Term Sheets or
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Chase Securities Inc.
November 13, 1998
Page 15
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 1996 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 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).
<PAGE>
Chase Securities Inc.
November 13, 1998
Page 16
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
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.
<PAGE>
Chase Securities Inc.
November 13, 1998
Page 17
(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 Representative may reasonably require, and the Bank shall have
furnished to such counsel such documents as they request for the
purpose of enabling them to pass on such matters.
(f) At the date of the applicable Terms Agreement and at
the Closing Date, Price Waterhouse LLP (or such other independent
public accountants as shall be named in the
<PAGE>
Chase Securities Inc.
November 13, 1998
Page 18
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 it that, on or before the Closing Date, UCC-1 financing
statements have been or are being filed in the office of the
Secretary of State of the State of Delaware, reflecting 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.
(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,
<PAGE>
Chase Securities Inc.
November 13, 1998
Page 19
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.
(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.
<PAGE>
Chase Securities Inc.
November 13, 1998
Page 20
(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 will
reimburse the Underwriter for all out-of-pocket expenses (including
reasonable fees and disbursements of counsel) that shall have been incurred
by it in connection with the proposed
<PAGE>
Chase Securities Inc.
November 13, 1998
Page 21
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 the Underwriters, each of the directors thereof,
each of the officers who are involved in the Offering and each person, if
any, who controls each Underwriter within the meaning of the Act against any
and all losses, claims, damages or liabilities, joint or several, to which they
or any of them may become subject under the Act, the Exchange Act or any other
federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement as
originally filed or in any amendment thereof, or in any Preliminary Final
Prospectus or the Final Prospectus, or in any amendment thereof or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and agrees to reimburse each such
indemnified party for any legal or other expenses reasonably incurred by it in
connection with investigating or preparing to defend or defending any such loss,
claim, damage, liability or action as such expenses are incurred; provided,
however, that (i) the Bank will not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon
any such untrue statement or alleged untrue statement or omission or alleged
omission made in any of such documents in reliance upon and in conformity with
written information furnished to the Bank by or on behalf of the Underwriters
specifically for use therein, and (ii) such indemnity with respect to any
Preliminary Final Prospectus shall not inure to any benefit of any Underwriter
(or any person controlling any of the Underwriters) from whom the person
asserting any such loss, claim, damage or liability purchased the Certificates
which are the subject thereof if such person did not receive a copy of the Final
Prospectus (or the Final Prospectus as supplemented) at or prior to the
confirmation of the sale of such Certificates to such person in any case where
such delivery is required by the Act and the untrue statement or
<PAGE>
Chase Securities Inc.
November 13, 1998
Page 22
omission of a material fact contained in such Preliminary Final Prospectus was
corrected in the Final Prospectus (or the Final Prospectus as supplemented).
This indemnity agreement will be in addition to any liability which the Bank may
otherwise have.
(b) Each Underwriter agrees to indemnify and hold harmless the
Bank, each of the directors thereof, each of the officers who signs a
Registration Statement, and each person who controls the Bank within the
meaning of the Act, to the same extent as the foregoing indemnities from the
Bank to the Underwriters, but only with reference to written information
furnished to the Bank by or on behalf of each Underwriter specifically for
use in the preparation of the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability
which each Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this
Section 9 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 9, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party will not relieve it from any liability which it may have
to any indemnified party otherwise than under this Section 9 unless the
indemnifying party is materially prejudiced thereby. In case any such action
is brought against any indemnified party, and it notifies the indemnifying
party of the commencement thereof, the indemnifying party will be entitled
to appoint counsel satisfactory to such indemnified party to represent the
indemnified party in such action; provided, however, that, if the defendants
in any such action include both the indemnified party and the indemnifying
party and the indemnified party shall have reasonably concluded that there
may be legal defenses available to it and/or other indemnified parties which
are different from or additional to those available to the indemnifying
party, the indemnified party or parties shall have the right to select
separate counsel to defend such action on behalf of such indemnified party
or parties. Upon receipt of notice from the indemnifying party to such
indemnified party of its election so to appoint counsel to defend such
action and approval by the
<PAGE>
Chase Securities Inc.
November 13, 1998
Page 23
indemnified party of such counsel, the indemnifying party will not be liable
to such indemnified party under this Section 9 for any legal or other
expenses subsequently incurred by such indemnified party in connection with
the defense thereof unless (i) the indemnified party shall have employed
separate counsel in accordance with the proviso to the next preceding
sentence (it being understood, however, that the indemnifying party shall
not be liable for the expenses of more than one separate counsel, approved
by the Underwriter(s) being indemnified in the case of paragraph (a) of this
Section 9, representing the indemnified parties under such paragraph (a) who
are parties to such action), (ii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of commencement of
the action or (iii) the indemnifying party has authorized the employment of
counsel for the indemnified party at the expense of the indemnifying party;
and except that, if clause (i) or (iii) is applicable, such liability shall
be only in respect of the counsel referred to in such clause (i) or (iii).
(d) If recovery is not available or is insufficient under the
foregoing indemnification provisions of this Section 9, for any reason other
than as specified herein, the parties entitled to indemnification by the
terms hereof shall be entitled to contribution to liabilities and expenses,
except to the extent that contribution is not permitted under Section 11(f)
of the Act. In determining the amount of contribution to which the Bank and
the Underwriter are entitled, there shall be considered the relative
benefits received by each from the offering of the 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 other equitable considerations
appropriate under the circumstances. The Bank and the Underwriters agree
that it would not be equitable if the amount of such contribution were
determined by pro rata or per capita allocation. None of the Underwriters
nor any person controlling any Underwriter shall be obligated to make
contribution hereunder which in the aggregate
<PAGE>
Chase Securities Inc.
November 13, 1998
Page 24
exceeds the total public offering price of the Certificates purchased by
such Underwriter under this Agreement, less the aggregate amount of any
damages which any Underwriter and its controlling persons have otherwise
been required to pay in respect of the same claim or any substantially
similar claim.
Section 10. Default by an Underwriter. If, on the Closing Date, any
Underwriter or Underwriters default in the performance of its or their
obligations under this Agreement, the Representative may make arrangements
for the purchase of such 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
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
<PAGE>
Chase Securities Inc.
November 13, 1998
Page 25
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.
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 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
<PAGE>
Chase Securities Inc.
November 13, 1998
Page 26
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
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 hereto
By /s/ Christopher D. Davis
------------------------------------
Name: Christopher D. Davis
Title: Vice President
<PAGE>
EXHIBIT A TO EXHIBIT 4.1
CHASE CREDIT CARD MASTER TRUST
CLASS A FLOATING RATE ASSET BACKED CERTIFICATES, SERIES 1998-6
CLASS B FLOATING RATE ASSET BACKED CERTIFICATES, SERIES 1998-6
TERMS AGREEMENT
Dated: November 13, 1998
To: Chase Manhattan Bank USA, National Association
Re: Underwriting Agreement dated November 13, 1998
Series Designation: Series 1998-6
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:
Initial
Invested Interest Rate
Class Amount or Formula Price to Public (1)
- ----- ------ ---------- -------------------
Class A $650,000,000 LIBOR + 0.26% 100.000%
Class B $ 54,166,000 LIBOR + 0.51% 100.000%
(1) Plus accrued interest at the applicable rate from November 24, 1998.
Distribution Dates: Class A: the 15th day of each month (or if such 15th day
is not a business day the next succeeding business day), commencing January
15, 1999.
A-1
<PAGE>
Class B: the 15th calendar day (or if such 15th day is not a business day,
the next succeeding business day) of each month, commencing January 15,
1999.
Certificate Ratings:
- -------------------
Class A: AAA by Standard & Poor's
Aaa by Moody's
AAA by Fitch
Class B: A by Standard & Poor's
A2 by Moody's
A by Fitch
Credit Enhancement Provider: Bayerische Hypo-Und Vereinsbank
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, as amended, 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 1998-6 Supplement, dated as of November 24, 1998, 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 1998-6 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: 99.750%
Per Class B Certificate: 99.725%
Registration Statement: Registration No. 333-43173
Underwriting Commissions, Concessions and Discounts:
The Underwriter's discounts and commissions, the concessions
that the Underwriter 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 Certificates and Class B
Certificates, shall be as follows:
<PAGE>
Underwriting
Discounts Selling
Class and Concessions Concessions Reallowance
----- --------------- ----------- -----------
Class A .250% .150% .125%
Class B .275% .165% .125%
Closing Date: November 24, 1998, 10:00 a.m., New York Time
Location of Closing: Simpson Thacher & Bartlett, 425 Lexington Avenue, New
York, New York 10017
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.
Expenses: Notwithstanding Section 5(h) of the Underwriting Agreement, the
underwriters have agreed to reimburse the Bank for expenses associated with
preparing and printing the Final Prospectus.
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: /s/ Christopher D. Davis
------------------------------------
Name:
Title:
Accepted:
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
By: /s/ Keith Schuck
------------------------------------
Name: Keith Schuck
Title: Vice President
A-4
<PAGE>
SCHEDULE I
TO EXHIBIT A TO EXHIBIT 4.1
UNDERWRITERS
$650,000,000 Principal Amount of Class A Floating Rate Asset Backed
Certificates, Series 1998-6
Principal Amount
Chase Securities Inc. $162,500,000
Lehman Brothers Inc. $162,500,000
Prudential Securities
Incorporated $162,500,000
Salomon Smith Barney Inc. $162,500,000
------------
Total $650,000,000
============
$54,166,000 Principal Amount of Class B Floating Rate Asset Backed
Certificates, Series 1998-6
Amount Principal
- ------ ---------
Chase Securities Inc. $54,166,000
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 1998-6 Certificateholders
Series 1998-6 SUPPLEMENT
Dated as of November 24, 1998
to
SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1996
CHASE CREDIT CARD MASTER TRUST
Series 1998-6
<PAGE>
TABLE OF CONTENTS
Page
SECTION 1. Designation.......................................................1
SECTION 2. Definitions.......................................................2
SECTION 3. Servicing Compensation and Assignment of
Interchange....................................................20
SECTION 4. Reassignment and Transfer Terms..................................22
SECTION 5. Delivery and Payment for the Investor
Certificates...................................................22
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 .................................................23
SECTION 4.6 Determination of Monthly Interest............................27
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........................................35
SECTION 4.11 Excess Spread...............................................37
SECTION 4.12 Reallocated Principal Collections...........................38
SECTION 4.13 Shared Principal Collections................................39
SECTION 4.14 Principal Funding Account...................................40
SECTION 4.15 Reserve Account.............................................41
SECTION 4.16 Determination of LIBOR......................................43
SECTION 4.17 Transferor's or Servicer's Failure to Make a
Deposit or Payment.................................43
SECTION 8. Article V of the Agreement......................................44
SECTION 5.1 Distributions................................................44
SECTION 5.2 Monthly Series 1998-6 Certificateholders'
Statement.........................................45
SECTION 9. Series 1998-6 Pay Out Events....................................47
SECTION 10. Issuance of Additional Certificates............................49
SECTION 11. Series 1998-6 Termination......................................50
SECTION 12. Counterparts...................................................50
SECTION 13. Governing Law..................................................50
i
<PAGE>
Page
SECTION 14. No Petition....................................................50
SECTION 15. Tax Representation and Covenant................................51
SECTION 16. Amendment to Agreement.........................................51
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 1998-6
Certificateholders' Statement
SCHEDULE I Schedule to Exhibit C of the Pooling and Servicing
Agreement with respect to the Investor Certificates
ii
<PAGE>
Series 1998-6 SUPPLEMENT, dated as of November 24, 1998
(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 1998-6
Certificates." The two classes shall be designated the Class A Floating Rate
Asset Backed Certificates, Series 1998-6 (the "Class A Certificates") and the
Class B Floating Rate Asset Backed Certificates, Series 1998-6 (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 ex pressly
provided herein, and which shall be known as the Collateral Interest, Series
1998-6 (the "Collateral Interest").
(b) Series 1998-6 shall be included in Group One (as defined
below). Series 1998-6 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, cancel-
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lation and surrender of Registered Certificates shall not be applicable to the
Collateral Interest, (ii) the Opinion of Counsel 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 1998-6) 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
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to subsection 4.9(e)(i) with respect to the Class A Certificates for the
previous Monthly Period.
"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 1998-6 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
(net of any available investment earnings on deposit in the Spread Account (as
defined in the Loan Agreement) for each monthly period), 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).
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"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.
"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 January 14, 1999 and with respect to each Interest Period thereafter,
a per annum rate equal to 0.26% 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.
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"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 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 $650,000,000.
"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 have the meaning specified
in 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).
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"Class A Required Amount" shall have the meaning specified
in subsection 4.8(a).
"Class A Scheduled Payment Date" shall mean the May
2002 Distribution Date.
"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 January 14, 1999, and for each Interest Period thereafter, a per annum
rate equal to 0.51% 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.
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"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, 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 $54,166,000.
"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 Collec-
tions 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.
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<PAGE>
"Class B Monthly Interest" shall have the meaning specified
in 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).
"Class B Required Amount" shall have the meaning specified
in subsection 4.8(b).
"Class B Scheduled Payment Date" shall mean the June
2002 Distribution Date.
"Class B Servicing Fee" shall have the meaning specified in
subsection 3(a) hereof.
"Closing Date" shall mean November 24, 1998.
"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 speci-
fied 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.
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"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.
"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 $69,643,524.
"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).
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"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 prior to the
payment in full of the Class A Investor Interest, $54,166,667; 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
(x) the Class A Initial Investor Interest divided by (y) the number of Monthly
Periods in the Controlled Accumulation Period as determined pursuant to
subsection 4.9(i), 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 April 30, 2001 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 1998-6
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.
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"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 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 determi-
nation, the sum of the Class A Deficiency Amount and the Class B Deficiency
Amount.
"Distribution Date" shall mean January 15, 1999 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 Trans-fer
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 IBCA, Inc. 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
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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 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
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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 1998-6 and each other Series
specified in the related Supplement to be included in Group One.
"Initial Investor Interest" shall mean $773,809,524;
provided, however, that following the issuance of any Additional Certificates
pursuant to Section 10 hereof "Initial Investor Interest" shall mean the sum
of $773,809,524 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 Certifi-
cates, 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 determi-
nation, 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 collections of Finance Charge Receivables and Default Amounts
at any time and collections of Principal Receivables during the Revolving
Period, the Floating Investor Percentage and (b) with respect to collections
of Principal Receivables during the Controlled Accumulation Period or the
Rapid Amortization Period, the Fixed Investor Percentage.
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"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).
"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 November 20, 1998 for
the period from the Closing Date through January 14, 1999, 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 December 31, 1998.
"Monthly Principal Payment" shall mean with respect to any
Monthly Period, for all Series (including Series 1998-6) which are in an
Amortization Period or Accumulation Period (as such terms are defined in the
related Supplements for all Se ries), the sum of (a) the Controlled
Distribution Amount for the related Transfer Date for any Series in its
Controlled Amortiza tion 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)
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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 Inves tor 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 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
1998-6 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 de scribed 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).
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"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 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 1998-6 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.
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<PAGE>
"Reallocated Principal Collections" shall mean the sum
of (a) Reallocated Class B Principal Collections and (b) Reallo-
cated Collateral Principal Collections.
"Reference Banks" shall mean four major banks in the London
interbank market selected by the Servicer. The Servicer agrees that one of
such banks shall be the Agent (as defined in the Loan Agreement).
"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.
"Required Collateral Interest" shall mean (a) initially,
$69,643,524 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 $23,214,286; 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
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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 1998-6.
"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 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 1998-6" shall mean the Series of the Chase
Credit Card Master Trust represented by the Investor Certifi-
cates.
"Series 1998-6 Certificateholders" shall mean the holder of
record of a Series 1998-6 Certificate.
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<PAGE>
"Series 1998-6 Certificates" shall mean the Class A
Certificates and the Class B Certificates.
"Series 1998-6 Pay Out Event" shall have the meaning
specified in Section 9 hereof.
"Series 1998-6 Termination Date" shall mean the earliest to
occur of (a) the Distribution Date on which the Investor Interest is paid in
full, (b) the September 2004 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 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 1998-6
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 1998-6 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
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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).
SECTION 3. Servicing Compensation and Assignment of
Interchange. (a) The share of the Servicing Fee allocable to Series 1998-6
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 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 December
1998 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 with drawn 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 December 1998 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
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<PAGE>
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 December 1998 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 Collateral 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 December 1998 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.
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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 1998-6
Certificates to the Trustee for authentication in 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 1998-6 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,
22
<PAGE>
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 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(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 pro-
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<PAGE>
cessed 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.
(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).
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<PAGE>
(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 Certifi-
cate 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 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 Certificate holders 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 pursu ant 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 Month-
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<PAGE>
ly 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 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
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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) (i) 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 with
respect to the first Distribution Date, Class A Monthly Interest will include,
accrued interest at the Class A Certificate Rate from the Closing Date through
January 14, 1999; provided, further, 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% 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 with
respect to the first Distribution Date, Class B Monthly Interest will include
accrued interest at the Class B Certificate Rate from the Closing Date
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through January 14, 1999; provided, further, 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 the purposes of determining Collateral Monthly
Interest only, the Collateral Rate shall not exceed a per annum rate of 1.5%
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.
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(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 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 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.
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(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 1998-6 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
1998-6 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 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 1998-5 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
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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:
(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.
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(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 Principal
Account to be treated as Shared Principal Collections and applied to
Series other than this Series 1998-6; 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
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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 1998-6 Termination Date, in which
case on the Series 1998-6 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 Collections,
shall remain in the Principal Account to be treated as Shared
Principal Collections and applied to Series other than this Series
1998-6; 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
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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 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 April 30, 2001; 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
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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 February 2001 Determination 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 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 1998-6 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
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Monthly Period exceeds the amount of Excess Spread and Shared Excess Finance
Charge Collections allocable to Series 1998-6 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
Inves tor 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 1998-6 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
1998-6 allocated and available to fund such amount pursuant to subsection
4.11(g), 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
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Charge Collections allocable to Series 1998-6 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 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;
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(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) (to the extent not paid pursuant to
subsection 4.11(e)), 2.11(a)(ii) and 2.11(a)(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 1998-6 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
subsections 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
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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 1998-6 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.
(b) Shared Principal Collections allocable to Series 1998-6
with respect to any Transfer Date shall mean an amount equal to the Series
Principal Shortfall, if any, with respect to Series 1998-6 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 1998-6 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
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numerator of which is the Series Principal Shortfall with respect to Series
1998-6 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
next succeeding 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 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
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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 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
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available for withdrawal on or prior to the next succeeding 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 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)
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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 1998-6 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 (except that, for the
purpose of determining LIBOR, the initial Interest Period shall be one month)
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 Trustee shall provide the Class A Certificate Rate
and the Class B Certificate Rate applicable to the then current and
immediately preceding Interest Periods to any Inves tor Certificateholder
requesting such information by telephoning the Trustee at the telephone number
which is currently (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 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.
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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 1998-6 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 Certif icate Register),
except that with respect to Class A Certificates 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
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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 1998-6 Certificateholders'
Statement.
(a) On or before each Distribution Date, the Trustee shall
forward to each Series 1998-6 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 Col lateral 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 allo cated in respect
of the Class A Certificates, the Class B Certificates and the
Collateral Interest, respectively;
(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;
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(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;
(xiv) LIBOR for the Interest Period ending on such
Distribution Date;
(xv) the Principal Funding Account Balance on the
Transfer Date;
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(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 1999, the
Trustee shall distribute to each Person who at any time during the preceding
calendar year was a Series 1998-6 Certificateholder, a statement prepared by
the Servicer containing the information required to be contained in the
regular monthly report to Series 1998-6 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 1998-6
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 1998-6 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 1998-6 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 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 1998-6 Certificateholders (which
determination shall be made without reference to the
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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 1998-6, and continues to affect material-
ly and adversely the interests of the Series 1998-6 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 1998-6,
and (ii) as a result of which the interests of the Series 1998-6 Certificate-
holders 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 1998-6 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 1998-6 Certificateholders; or
(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;
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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 1998-6 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 1998-6 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 1998-6 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 imme
diately 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 the Trust
shall be greater than or equal to the Minimum Aggregate Principal
Receivables;
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(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 1998-6 Termination. The right of the
Investor Certificateholders to receive payments from the Trust will terminate
on the first Business Day following the Series 1998-6 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 1998-6 Certificate hereby covenant
and agree that they will not at any time insti tute against the Trust, or join
in any institution against the Trust of, any bankruptcy proceedings under any
United States Federal or state bankruptcy or similar law in connection with
any
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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
market ed on or through 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, (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
corpora tion 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 1998-6 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.
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IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this Series 1998-6 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/ Patrick Margey
__________________________
Name: Patrick Margey
Title: Vice President
THE BANK OF NEW YORK,
Trustee
By: /s/ Reyne Macadaeg
--------------------------------
Name: Reyne 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.
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 TRANSAC
TION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA")AND THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE") AND WILL NOT SUBJECT THE TRUSTEE, THE TRANSFEROR
OR THE SERVICER TO ANY OBLIGA TION 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) ERISA) THAT IS
SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED
IN SECTION 4975(E)(1) OF THE CODE, OR (III) AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S
INVESTMENT IN THE ENTITY.
A-1-1
<PAGE>
$______________
No._____ CUSIP NO._____________
CHASE CREDIT CARD MASTER TRUST
CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1998-6
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of MasterCard(Registered) and VISA(Registered)* 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 Certificate-
holder") 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,
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 1998-6
Supplement dated as of November 24, 1998 (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 1998-6 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
- --------
MasterCard(Registered) and VISA(Registered) are federally registered
servicemarks of MasterCard International Inc. and of Visa U.S.A., Inc.,
respectively.
A-1-2
<PAGE>
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 1998-6 Certificates with the intention that the
Series 1998-6 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 1998-6 Certificateholder (or Series
1998-6 Certificate Owner) by acceptance of its Series 1998-6 Certificate (or
in the case of a Series 1998-6 Certificate Owner, by virtue of such Series
1998-6 Certificate Owner's acquisition of a beneficial interest there in),
agrees to treat and to take no action inconsistent with the treatment of the
Series 1998-6 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 1998-6 Certificateholder agrees that it will cause any Series 1998-6
Certificate Owner acquiring an interest in a Series 1998-6 Certificate
through it to comply with the Pooling and Servicing Agreement as to treatment
of the Series 1998-6 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 Certificate is one
of a duly authorized Series of Investor Certificates entitled "Class A
Floating Rate Asset Backed Certificates, Series 1998-6" (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 1998-6" (the
"Class B Certificates"), which represent an Undivided Interest in the Trust
subordinate to the Class A Certificates, and the "Collateral Interest, Series
1998-6" (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.
A-1-3
<PAGE>
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
$650,000,000, the Class B Initial Investor Interest is $54,166,000 and the
Collateral Initial Interest is $69,643,524.
The Class A Investor Interest on any date of determina tion
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 determina tion
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 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 inter est 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 January 14, 1999, and with respect to each Interest
Period thereafter, at the rate of LIBOR plus 0.26% per annum, as more
specifically set forth in the Pooling and Servicing Agreement (the "Class A
Certificate Rate"), and will be
A-1-4
<PAGE>
distributed on January 15, 1999 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 May 2002
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 1998-6 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 Interest Period and the
denominator of which is 360, times (B) the Class A Certificate Rate for such
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 transac
tions occurring on such date) ("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 January 14, 1999; 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
A-1-5
<PAGE>
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 1998-6 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) 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
A-1-6
<PAGE>
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 1998-6 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 1998-6
Certificateholder of record appearing in the Certificate Register and except
for the final distribution in respect of this Series 1998-6 Certificate,
without the presentation or surrender of this Series 1998-6 Certificate or
the making of any notation thereon; provided, however, that with respect to
Series 1998-6 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 1998-6 Certificates nor the Accounts or Receivables are insured or
guaranteed by the Federal Deposit Insurance Corporation or any other govern
mental agency. This Series 1998-6 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 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,
A-1-7
<PAGE>
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 1998-6 Certificateholders to receive payment from the Trust will
terminate on the first Business Day following the Series 1998-6 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-1-8
<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-1-9
<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 1998-6, referred to in the within-mentioned Pooling and
Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By:
------------------------
Authorized Signatory
Dated:
<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 TRANSAC
TION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA") AND THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (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) ERISA) THAT IS
SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED
IN SECTION 4975(E)(1) OF THE CODE, OR (III) AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S
INVESTMENT IN THE ENTITY.
A-2-1
<PAGE>
$___________
No._____ CUSIP NO._______
CHASE CREDIT CARD MASTER TRUST
CLASS B FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1998-6
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of MasterCard(Registered) and VISA(Registered)* 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 Certificate-
holder") is the registered owner of an Undivided Interest in a trust (the
"Trust"), the corpus of which consists of a portfo 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, all monies due or to become due in payment of the Receivables (in
cluding 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 1998-6 Supplement dated as of November 24, 1998 (collec tively, 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 1998-6 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.
- --------
MasterCard(Registered) and VISA(Registered) are federally registered
servicemarks of MasterCard International Inc. and of Visa U.S.A., Inc.,
respectively.
A-2-2
<PAGE>
The Transferor has structured the Pooling and Servicing
Agreement and the Series 1998-6 Certificates with the intention that the
Series 1998-6 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 1998- 6 Certificateholder (or Series
1998-6 Certificate Owner) by acceptance of its Series 1998-6 Certificate (or
in the case of a Series 1998-6 Certificate Owner, by virtue of such Series
1998-6 Certificate Owner's acquisition of a beneficial interest there in),
agrees to treat and to take no action inconsistent with the treatment of the
Series 1998-6 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 1998-6 Certificateholder agrees that it will cause any Series 1998-6
Certificate Owner acquiring an interest in a Series 1998-6 Certificate
through it to comply with the Pooling and Servicing Agreement as to treatment
of the Series 1998-6 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 1998-6" (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 1998-6" (the
"Class A Certificates"), which represent an Undivided Interest in the Trust
senior to the Class B Certificates, and the "Collateral Interest, Series
1998-6" (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 Certifi
cates 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
A-2-3
<PAGE>
Interest, respectively, at such time. As of the Closing Date, the Class A
Initial Investor Interest is $650,000,000, the Class B Initial Investor
Interest is $54,166,000 and the Collateral Initial Interest is $69,643,524.
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, 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 aggre gate
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 inter est 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 January 14, 1999 and with respect to each Interest Period
thereafter, at the rate of LIBOR plus 0.51% per annum, as more specifically
set forth in the Pooling and Servicing Agreement (the "Class B Certificate
Rate"), and will be distributed on January 15, 1999 and on the 15th day of
each
A-2-4
<PAGE>
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 June 2002 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 1998-6 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
outstanding principal balance of the Class B Certificates determined as of the
close of business on the Distribution Date preceding the related Transfer Date
("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 January
14, 1999; 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
A-2-5
<PAGE>
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 1998-6 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) 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 Collec-
A-2-6
<PAGE>
tions 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 1998-6 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 1998-6
Certificateholder of record appearing in the Certificate Register and except
for the final distribution in respect of this Series 1998-6 Certificate,
without the presentation or surrender of this Series 1998-6 Certificate or
the making of any notation thereon; provided, however, that with respect to
Series 1998-6 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 1998-6 Certificates nor the Accounts or Receivables are insured or
guaranteed by the Federal Deposit Insurance Corporation or any other govern
mental agency. This Series 1998-6 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
A-2-7
<PAGE>
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 1998-6 Certificateholders to receive payment from the Trust will
terminate on the first Business Day following the Series 1998-6 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
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 1998-6, 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 1998-6
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 1998-6
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 subsection 3(a)
of the Series 1998-6 Supplement and Section 4.9 of the Pooling and Servicing
Agreement:
A. Pursuant to subsection 3(a) of the Series
1998-6 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
Investor 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
Investor 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 Collateral
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
Principal 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
Principal 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 Principal
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
priority 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
Collections 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 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) 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
Servicing Fees which will be paid to the
Servicer 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 $_________
B-5
<PAGE>
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 previously reimbursed) which
will be treated as a portion of Investor
Principal Collections and deposited into
the Principal Account $_________
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 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 constitute
"Shared Excess Finance Charge Collections"
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
B-6
<PAGE>
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
Deficiency 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
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 Monthly Report
Certificateholders' Statement Series 1998-6
<S> <C> <C>
Section 5.2 - Supplement Class A Class B Collateral Total
(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
(xvii) Accumulation Shortfall _____________
(xviii) Principal Funding Investment Proceeds _____________
(xx) Principal Investment Funding Shortfall _____________
(xxi) Available Funds __________________________________________ _____________
_____________
(xxii) Certificate Rate __________________________________________ _____________
</TABLE>
B-9
<PAGE>
SCHEDULE I TO EXHBIIT 4.2
(Schedule to Exhibit C of
the Pooling and Servicing
Agreement with respect to
the Investor Certificates)
SCHEDULE TO MONTHLY SERVICER'S CERTIFICATE
MONTHLY PERIOD ENDING ____________ __, _____
THE CHASE MANHATTAN BANK
CHASE CREDIT CARD MASTER TRUST SERIES 1998-6
1. The aggregate amount of the Investor Percentage of Collections
of Principal Receivables......................................... $_________
2. The aggregate amount of Investor Percentage of Collections of
Finance Charge Receivables (excluding Interchange and amounts
with respect to Annual Membership Fees).......................... $_________
3. The aggregate amount of Investor Percentage of amounts with
respect to Annual Membership Fees................................ $_________
4. The aggregate amount of Investor Percentage of Interchange....... $_________
5. The aggregate amount of Servicer Interchange..................... $_________
6. The aggregate amount of funds on deposit in the Finance Change
Account allocable to the Series 1998-6 Certificates.............. $_________
7. The aggregate amount of funds on deposit in the Principal
Account allocable to the Series 1998-6 Certificates.............. $_________
8. The aggregate amount of funds on deposit in the Principal
Funding Account allocable to the Series 1998-6
Certificates..................................................... $_________
I-1
<PAGE>
9. The aggregate amount to be withdrawn from the Finance Charge
Account and paid in accordance with the Loan Agreement pursuant
to Section 4.11 of the Series 1998-6 Supplement.................. $_________
10. The excess, if any, of the Required Collateral Interest over
the Collateral Interest.......................................... $_________
11. The Collateral Interest on the Transfer 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, Deficiency 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 1998-6 Pay Out
Event or Trust Pay Out Event has occurred except as described
below:
[If applicable, insert "none."]
I-2
<PAGE>
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificates as of this day of , .
THE CHASE MANHATTAN BANK
By:______________________
Name:
Title:
I-3
