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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): April 8, 1998
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CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
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(Exact Name of registrant specified in its charter)
United States 333-36939 22-2382028
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(State or other (Commission File Number) (I.R.S. employer
Jurisdiction of Identification No.)
Incorporation)
802 Delaware Avenue
Wilmington, Delaware 19801
(Address of principal executive offices)
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Registrant's telephone number: (302) 575-5033
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Item 5. Other Events
On April 8, 1998, the Note Underwriting Agreement, between
Chase Manhattan Bank USA, National Association, as Seller and Servicer, and
Chase Securities Inc., as Representative of the several Underwriters parties
thereto, was executed and entered into by the parties thereto.
On April 8, 1998, the Certificate Underwriting Agreement,
between Chase Manhattan Bank USA, National Association, as Seller and Servicer,
and Chase Securities Inc., as Underwriter, was executed and entered into by the
parties thereto.
On April 8, 1998, the opinion of counsel to Chase Manhattan
Auto Owner Trust 1998-B (the "Trust") regarding the tax status of the Trust,
dated as of April 8, 1998 (the "Opinion"), was delivered by Simpson Thacher &
Bartlett to Chase Manhattan Bank USA, National Association.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
Exhibits
1.1(B)(2) Note Underwriting Agreement, dated April 8, 1998.
1.1(C)(2) Certificate Underwriting Agreement, dated April 8, 1998.
8.3 Opinion of Simpson Thacher & Bartlett with respect to the
tax status of the Trust, dated as of April 8, 1998.
23.4 Consent of Simpson Thacher & Bartlett (included as part of
Exhibit 8.3)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CHASE MANHATTAN BANK USA,
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NATIONAL ASSOCIATION (Registrant)
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By: /s/ Keith Schuck
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Name: Keith Schuck
Title: Controller
Date: April 8, 1998
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INDEX TO EXHIBITS
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Exhibit Sequentially
Number Exhibit Numbered Pages
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1.1(B)(2) Note Underwriting Agreement, dated April 8,
1998.
1.1(C)(2) Certificate Underwriting Agreement, dated
April 8, 1998.
8.3 Opinion of Simpson Thacher & Bartlett with
respect to the tax status of the Trust,
dated as of April 8, 1998.
23.4 Consent of Simpson Thacher & Bartlett
(included as part of Exhibit 8.3)
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EXHIBIT 1.1(B)(2)
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CHASE MANHATTAN AUTO OWNER TRUST 1998-B
ASSET BACKED NOTES
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
Seller and Servicer
NOTE UNDERWRITING AGREEMENT
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April 8, 1998
Chase Securities Inc.
As Representative of the
Several Underwriters,
270 Park Avenue
New York, NY 10017
Ladies and Gentlemen:
1. Introductory. Chase Manhattan Bank USA, National
Association, a national banking association (the "Bank"), proposes to form Chase
Manhattan Auto Owner Trust 1998-B (the "Trust") to sell $250,000,000.00
aggregate principal amount of Class A-1 5.578% Asset Backed Notes (the "Class
A-1 Notes"), $200,000,000.00 aggregate principal amount of Class A-2 5.729%
Asset Backed Notes (the "Class A-2 Notes"), $321,000,000.00 aggregate principal
amount of Class A-3 5.750% Asset Backed Notes (the "Class A-3 Notes") and
$282,800,000.00 aggregate principal amount of Class A-4 5.800% Asset Backed
Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class
A-2 Notes and the Class A-3 Notes, the "Notes").
The assets of the Trust will include, among other things, a
pool of simple interest and actuarial retail installment sales contracts and
purchase money notes and other notes (the "Receivables") secured by new and used
automobiles (the "Financed Vehicles") and certain monies received thereunder on
or after the Cutoff Date (as hereinafter defined), such Receivables to be
transferred to the Trust and serviced by the Bank, as Servicer, or by a
successor Servicer. The Original Pool Balance of the Receivables as of the close
of business on April 1, 1998 (the "Cut-off Date") was equal to
$1,086,404,142.65. The Notes will be issued pursuant to the Indenture to be
dated as of April 1, 1998 (as amended and supplemented from time to time, the
"Indenture"), between the Trust and Norwest Bank Minnesota, National
Association, as indenture trustee (the "Indenture Trustee").
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2
Simultaneously with the issuance and sale of the Notes as
contemplated herein, the Trust will issue $32,604,142.65 aggregate principal
amount of 6.050% Asset Backed Certificates (the "Certificates") pursuant to the
Amended and Restated Trust Agreement to be dated as of April 1, 1998 (as amended
and supplemented from time to time, the "Trust Agreement"), between the Bank and
Wilmington Trust Company, as owner trustee (the "Owner Trustee"), each
representing a fractional undivided ownership interest in the Trust, which will
be sold pursuant to an underwriting agreement dated the date hereof (the
"Certificate Underwriting Agreement" and, together with this Agreement, the
"Underwriting Agreements") between the Bank and Chase Securities Inc. The Notes
and the Certificates are sometimes referred to collectively herein as the
"Securities".
Capitalized terms used and not otherwise defined herein shall
have the meanings assigned to such terms in the Sale and Servicing Agreement to
be dated as of April 1, 1998 (as amended and supplemented from time to time, the
"Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and
Servicer.
This is to confirm the agreement concerning the purchase of
the Notes from the Bank by the several underwriters named in Schedule I hereto
(the "Underwriters"), for whom Chase Securities Inc. is acting as representative
(the "Representative").
2. Representations and Warranties of the Bank. The Bank
represents and warrants to, and agrees with, the Underwriters, that:
(a) A registration statement on Form S-3 (No. 333-36939) has
been filed with the Securities and Exchange Commission (the "Commission") in
accordance with the provisions of the Securities Act of 1933, as amended (the
"Act"), and the Rules and Regulations under the Act (the "Rules and
Regulations"). Such registration statement, as amended on the date that such
registration statement or the most recent post-effective amendment thereto
became effective under the Act, including the exhibits thereto, is hereinafter
referred to as the "Registration Statement." The Registration Statement has
become effective, and no stop order suspending the effectiveness of the
Registration Statement has been issued, and no proceeding for that purpose has
been instituted or, to the knowledge of the Bank, threatened by the Commission.
The conditions to the use of a registration statement on Form S-3 under the Act,
as set forth in the General Instructions to Form S-3, and the conditions of Rule
415 of the Rules and Regulations, have been satisfied with respect to the
Registration Statement. The Bank proposes to file with the Commission pursuant
to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base
Prospectus (as defined herein) relating to the sale of the Securities (the
"Prospectus Supplement"). The base prospectus filed as part of the Registration
Statement, in the form it appears in the Registration Statement, or in the form
most recently revised and filed with the Commission pursuant to Rule 424(b), is
hereinafter referred to as the "Base Prospectus." The Base Prospectus as
supplemented by the Prospectus Supplement is hereinafter referred to as the
"Prospectus."
(b) Except to the extent that the Representative shall have
agreed to a modification, the Prospectus shall be in all substantive respects in
the form furnished to the
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3
Representative prior to the execution of this Agreement or, to the extent not
completed at such time, shall contain only such material changes as the Bank has
advised the Representative, prior to such time, will be included or made
therein.
(c) The Registration Statement, at the time it became
effective, and the Prospectus, as of the date of the Prospectus Supplement,
complied in all material respects with the applicable requirements of the Act
and the Trust Indenture Act of 1939 and the Rules and Regulations and did not
include any untrue statement of a material fact and, in the case of the
Registration Statement, did not omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading and,
in the case of the Prospectus, did not omit to state any material fact necessary
in order to make the statements therein, in light of the circumstances under
which they were made, not misleading; on the Closing Date (as defined herein),
the Registration Statement and the Prospectus, as amended or supplemented as of
the Closing Date, will comply in all material respects with the applicable
requirements of the Act and the Rules and Regulations, and neither the
Prospectus nor any amendment or supplement thereto will include any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading; provided, however, that the Bank makes no
representation and warranty with respect to information contained in or omitted
from the Registration Statement or the Prospectus in reliance upon, or in
conformity with, information furnished in writing to the Bank by or on behalf of
any Underwriter through the Representative specifically for use in connection
with the preparation of the Registration Statement or the Prospectus.
(d) The Bank is a national banking association organized under
the laws of the United States, with full power and authority to own its
properties and conduct its business as described in the Prospectus, and had at
all relevant times and has power, authority and legal right to acquire, own,
sell and service the Receivables.
(e) When the Notes have been duly executed and delivered by
the Owner Trustee and, when authenticated by the Indenture Trustee in accordance
with the Indenture and delivered upon the order of the Bank to the Underwriters
pursuant to this Agreement and the Sale and Servicing Agreement, the Notes will
be duly issued and will constitute legal, valid and binding obligations of the
Trust enforceable against the Trust in accordance with their terms, except to
the extent that the enforceability thereof may be subject to bankruptcy,
insolvency, reorganization, conservatorship, moratorium or other similar laws
now or hereafter in effect relating to creditors' rights as such laws would
apply in the event of the insolvency, liquidation or reorganization or other
similar occurrence with respect to the Bank or the Trust or in the event of any
moratorium or similar occurrence affecting the Bank or the Trust and to general
principles of equity.
(f) The direction by the Bank to the Owner Trustee to execute
and authenticate the Certificates has been duly authorized by the Bank and, when
the Certificates have been duly executed, authenticated and delivered by the
Owner Trustee in accordance with the Trust Agreement and delivered upon the
order of the Bank to Chase Securities Inc. pursuant to the Certificate
Underwriting Agreement and the Sale and Servicing Agreement,
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the Certificates will be duly issued and entitled to the benefits and security
afforded by the Trust Agreement.
(g) The execution, delivery and performance by the Bank of
this Agreement, the Certificate Underwriting Agreement and the Basic Documents
to which the Bank is a party, and the consummation by the Bank of the
transactions provided for herein and therein have been, or will have been, duly
authorized by the Bank by all necessary action on the part of the Bank; and
neither the execution and delivery by the Bank of such instruments, nor the
performance by the Bank of the transactions herein or therein contemplated, nor
the compliance by the Bank with the provisions hereof or thereof, will (i)
conflict with or result in a breach or violation of any of the material terms
and provisions of, or constitute a material default under, any of the provisions
of the articles of association or by-laws of the Bank, or (ii) conflict with any
of the provisions of any law, governmental rule, regulation, judgment, decree or
order binding on the Bank or its properties, or (iii) conflict with any of the
material provisions of any material indenture, mortgage, contract or other
instrument to which the Bank is a party or by which it is bound, or (iv) result
in the creation or imposition of any lien, charge or encumbrance upon any of its
property pursuant to the terms of any such indenture, mortgage, contract or
other instruments, except, in the case of clauses (ii) and (iii) , for any such
breaches or conflicts as would not individually or in the aggregate have a
material adverse effect on the transactions contemplated hereby or on the
ability of the Bank to consummate such transactions.
(h) When executed and delivered by the parties thereto, each
of the Sale and Servicing Agreement and the Trust Agreement will constitute a
legal, valid and binding obligation of the Bank, enforceable against the Bank in
accordance with its terms, except to the extent that the enforceability thereof
may be subject to bankruptcy, insolvency, reorganization, conservatorship,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights as such laws would apply in the event of the insolvency,
liquidation or reorganization or other similar occurrence with respect to the
Bank or in the event of any moratorium or similar occurrence affecting the Bank
and to general principles of equity.
(i) All approvals, authorizations, consents, orders or other
actions of any person, corporation or other organization, or of any court,
governmental agency or body or official (except with respect to the state
securities or "blue sky" laws of various jurisdictions), if so required in
connection with the execution, delivery and performance of this Agreement, the
Certificate Underwriting Agreement and the Basic Documents to which the Bank is
a party, have been or will be taken or obtained on or prior to the Closing Date.
(j) As of the Closing Date, the representations and warranties
of the Bank, as Seller and Servicer, in the Trust Agreement will be true and
correct.
(k) This Agreement and the Certificate Underwriting Agreement
have been duly executed and delivered by the Bank.
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3. Purchase, Sale, Payment and Delivery of the Notes. On the
basis of the representations, warranties and agreements herein contained, but
subject to the terms and conditions herein set forth, the Bank agrees to sell to
each Underwriter, and each Underwriter agrees, severally and not jointly, to
purchase from the Bank, (a) at a purchase price of 99.900000% of the principal
amount thereof, the principal amount of the Class A-1 Notes set forth opposite
the name of such Underwriter in Schedule I hereto, (b) at a purchase price of
99.837500% of the principal amount thereof, the principal amount of the Class
A-2 Notes set forth opposite the name of such Underwriter in Schedule I hereto,
(c) at a purchase price of 99.804375% of the principal amount thereof, the
principal amount of the Class A-3 Notes set forth opposite the name of such
Underwriter in Schedule I hereto and (d) at a purchase price of 99.640625% of
the principal amount thereof, the principal amount of the Class A-4 Notes set
forth opposite the name of such Underwriter in Schedule I hereto plus, in each
case, accrued interest at the applicable Interest Rate from April 15, 1998 to
but excluding the Closing Date.
The Bank will deliver the Notes to the Representative for the
respective accounts of the Underwriters against payment of the purchase price in
immediately available funds drawn to the order of the Bank at the offices of
Simpson Thacher & Bartlett in New York, New York at 10:00 a.m., New York City
time, on April 15, 1998 or at such other time not later than seven full business
days thereafter as the Representative and the Bank determine, such time being
herein referred to as the "Closing Date." The Notes of each class to be so
delivered will be initially represented by one or more definitive Notes
registered in the name of Cede & Co., the nominee of The Depository Trust
Company ("DTC") and will be made available for inspection by the Representative
at the office where delivery and payment for such Notes is to take place no
later than 1:00 p.m., New York City time, on the Business Day prior to the
Closing Date.
4. Offering by the Underwriters. It is understood that the
Underwriters propose to offer the Notes for sale to the public (which may
include selected brokers and dealers) as set forth in the Prospectus.
5. Covenants of the Bank. The Bank covenants and agrees with
the Underwriters that:
(a) The Bank will file the Prospectus with the Commission
pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed
therein and will provide evidence satisfactory to the Representative of such
timely filing. During any period that a prospectus relating to the Notes is
required to be delivered to purchasers of the Notes by the Underwriters and
dealers participating in the initial offering and sale of the Notes on the
Closing Date under the Act (without regard to any market making prospectus
required to be delivered by any Underwriter under the Act) (a "prospectus
delivery period"), the Bank will not file any amendments to the Registration
Statement, or any amendments or supplements to the Prospectus, unless it shall
first have delivered copies of such amendments or supplements to the
Representative, and if the Representative shall have reasonably objected thereto
promptly after receipt thereof; the Bank will promptly advise the Representative
or its counsel (i) when notice is received from the Commission that any
post-effective amendment to the
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6
Registration Statement has become or will become effective, (ii) of any request
by the Commission for any amendment or supplement to the Registration Statement
or the Prospectus or for any additional information and (iii) of any order or
communication suspending or preventing, or threatening to suspend or prevent,
the offer and sale of the Notes or of any proceedings or examinations that may
lead to such an order or communication, whether by or of the Commission or any
authority administering any state securities or "blue sky" law, as soon as the
Bank is advised thereof, and will use its reasonable efforts to prevent the
issuance of any such order or communication and to obtain as soon as possible
its lifting, if issued.
(b) If, at any time during the prospectus delivery period, any
event occurs as a result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, or if it is
necessary at any time to amend the Prospectus in order to comply with the Act or
the Rules and Regulations, the Bank promptly will prepare and file with the
Commission (subject to the Representative's prior review pursuant to paragraph
(a) of this Section 5), an amendment or supplement which will correct such
statement or omission or an amendment or supplement which will effect such
compliance.
(c) The Bank will furnish to the Representative copies of the
Registration Statement, each preliminary prospectus supplement relating to the
Notes, the Prospectus, and all amendments and supplements to such documents, in
each case as soon as available and in such quantities as the Representative may
reasonably request.
(d) The Bank will cooperate with the Representative in
arranging for the qualification of the Notes for sale and the determination of
their eligibility for investment under the laws of such jurisdictions, or as
necessary to qualify for the Euroclear System or Cedel Bank, societe anonyme, as
the Representative designates and will cooperate in continuing such
qualifications in effect so long as required for the distribution of the Notes;
provided, however, that neither the Bank nor the Trust shall be obligated to
qualify to do business in any jurisdiction in which it is not currently so
qualified or to take any action which would subject it to general or unlimited
service of process in any jurisdiction where it is not now so subject.
(e) For a period from the date of this Agreement until the
retirement of the Notes, the Bank, as Servicer, will furnish to the
Representative copies of each certificate and the annual statements of
compliance delivered to the Noteholders and the independent certified public
accountants' and reports furnished to the Indenture Trustee or the Owner Trustee
pursuant to the Sale and Servicing Agreement, as soon as practicable after such
statements and reports are furnished to the Indenture Trustee or the Owner
Trustee.
(f) So long as any of the Notes is outstanding, the Bank will
furnish to the Representative as soon as practicable, (A) all documents
distributed, or caused to be distributed, by the Bank to the Noteholders, (B)
all documents filed, or caused to be filed, by the Bank with respect to the
Trust with the Commission pursuant to the Securities Exchange
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7
Act of 1934, as amended (the "Exchange Act"), and any order of the Commission
thereunder or pursuant to a "no-action" letter from the staff of the Commission
and (C) from time to time, such other information in the possession of the Bank
concerning the Trust and any other information concerning the Bank filed with
any governmental or regulatory authority which is otherwise publicly available,
as the Representative may reasonably request.
(g) On or before the Closing Date, the Bank shall cause its
computer records relating to the Receivables to be marked to show the Trust's
absolute ownership of the Receivables, and from and after the Closing Date
neither the Bank nor the Servicer shall take any action inconsistent with the
Trust's ownership of such Receivables and the security interest of the Indenture
Trustee therein, other than as permitted by the Sale and Servicing Agreement.
(h) To the extent, if any, that the rating provided with
respect to the Notes by Standard & Poor's, Moody's and/or Fitch is conditional
upon the furnishing of documents or the taking of any other actions by the Bank
agreed upon on or prior to the Closing Date, the Bank shall furnish such
documents and take any such other actions.
(i) For the period beginning on the date hereof and ending on
the Closing Date, unless waived by the Representative, neither the Bank nor any
trust originated, directly or indirectly, by the Bank will offer to sell or sell
notes (other than the Notes) collateralized by, or certificates (other than the
Certificates) evidencing an ownership interest in, receivables generated
pursuant to retail automobile or light-duty truck installment sale contracts or
purchase money loans.
6. Payment of Expenses. The Bank will pay all expenses
incident to the performance of its obligations under this Agreement, including
(i) the printing and filing of the Registration Statement as originally filed
and of each amendment thereto, (ii) the Indenture Trustee's and Owner Trustee's
acceptance fee and the reasonable fees and disbursements of the counsel to the
Indenture Trustee and counsel to the Owner Trustee, (iii) the fees and
disbursements of Price Waterhouse LLP, (iv) the fees of the Rating Agencies and
(v) blue sky expenses; provided, however, that the Underwriters may reimburse
the Bank for certain expenses incurred by the Bank as agreed to by the
Underwriters and the Bank.
7. Conditions to the Obligations of the Underwriters. The
obligation of the several Underwriters to purchase and pay for the Notes will be
subject to the accuracy of the representations and warranties on the part of the
Bank herein on the date hereof and as of the Closing Date, to the accuracy of
the statements of officers of the Bank made pursuant to the provisions hereof,
to the performance by the Bank of its obligations hereunder and to the following
additional conditions precedent:
(a) On or prior to the date hereof, the Representative shall
have received a letter (a "Procedures Letter"), dated the date of this
Agreement of each of Price Waterhouse LLP and Arthur Andersen LLP
verifying the accuracy of such financial and statistical data contained
in the Prospectus as the Representative shall deem reasonably
advisable. In addition, if any amendment or supplement to the
Prospectus
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8
made after the date hereof contains financial or statistical data, the
Representative shall have received a letter dated the Closing Date
confirming each Procedures Letter and providing additional comfort on
such new data.
(b) The Prospectus Supplement shall have been filed in the
manner and within the time period required by Rule 424(b) of the Rules
and Regulations; and prior to the Closing Date, no stop order
suspending the effectiveness of the Registration Statement shall have
been issued and no proceedings for that purpose shall have been
instituted or threatened.
(c) Subsequent to the execution and delivery 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, Chase or The Chase
Manhattan Corporation which, in the reasonable judgment of the
Representative, materially impairs the investment quality of the Notes
or makes it impractical to market the Notes; (ii) any suspension or
material limitation of trading in securities generally on the New York
Stock Exchange, or any setting of minimum prices for trading on such
exchange, or any suspension of trading of any securities of the Bank,
Chase or The Chase Manhattan Corporation on any exchange or in the
over-the-counter market by such exchange or over-the-counter market or
by the Commission; (iii) any banking moratorium declared by federal or
New York authorities; or (iv) any outbreak or material escalation of
major hostilities or any other substantial national or international
calamity or emergency if, in the reasonable judgment of the
Representative, the effect of any such outbreak, escalation, calamity
or emergency on the United States financial markets makes it
impracticable or inadvisable to proceed with completion of the sale of
and any payment for the Notes.
(d) The Representative shall have received opinions, dated the
Closing Date and reasonably satisfactory, when taken together, in form
and substance to the Representative, of Simpson Thacher & Bartlett,
special counsel to the Bank, Richards, Layton & Finger, special counsel
to the Trust, and such other counsel otherwise reasonably acceptable to
the Representative, with respect to such matters as are customary for
the type of transaction contemplated by this Agreement.
(e) The Representative shall have received an opinion or
opinions of Simpson Thacher & Bartlett, special counsel to the Bank,
dated the Closing Date and satisfactory in form and substance to the
Representative, with respect to certain matters relating to the
transfers of the Receivables from the Bank to the Trust and with
respect to a grant of a security interest in the Receivables to the
Indenture Trustee, and an opinion of Richards, Layton & Finger, special
counsel to the Trust, with respect to the perfection of the Trust's and
the Indenture Trustee's interests in the Receivables.
(f) The Representative shall have received from Gibson, Dunn &
Crutcher LLP, counsel to the Underwriters, such opinion or opinions,
dated the Closing Date and satisfactory in form and substance to the
Representative, with respect to the
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9
validity of the Notes, the Registration Statement, the Prospectus and
other related matters as the Representative may require, and the Bank
shall have furnished to such counsel such documents as they reasonably
request for the purpose of enabling them to pass upon such matters.
(g) The Representative shall have received an opinion of
Simpson Thacher & Bartlett, special tax counsel to the Bank, dated the
Closing Date and reasonably satisfactory in form and to the effect (a)
that under current law the Notes will be characterized as debt, and the
Trust will not be characterized as an association (or a publicly traded
partnership) taxable as a corporation for United States federal income
tax purposes and (b) that, subject to the qualifications set forth
therein, the discussion set forth in the Prospectus Supplement under
the caption "Certain Federal Income Tax Consequences" is an accurate
summary of the United States federal income tax matters described
therein.
(h) The Representative shall have received an opinion of
Dorsey & Whitney LLP, counsel to the Indenture Trustee, dated the
Closing Date and satisfactory in form and substance to the
Representative, with respect to such matters as are customary for the
transactions contemplated by this Agreement.
In rendering such opinions, counsel to the Indenture Trustee
may rely on the opinion of the office of the general counsel to the
Indenture Trustee.
(i) The Representative shall have received an opinion of
Richards, Layton & Finger, special counsel to the Owner Trustee, and
such other counsel reasonably satisfactory to the Representative and
its counsel, dated the Closing Date and satisfactory in form and
substance to the Representative, with respect to such matters as are
customary for the type of transaction contemplated by this Agreement.
(j) The Class A-1 Notes shall have been rated "A-1+" by
Standard & Poor's, P-1 by Moody's and "F1+" by Fitch. The Class A-2
Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA"
by Standard & Poor's, Aaa by Moody's and "AAA" by Fitch. The
Certificates shall have been rated "A+" by Standard & Poor's, A2 by
Moody's and "A+" by Fitch.
(k) The Representative shall have received a certificate,
dated the Closing Date, of an attorney-in-fact, a Vice President or
more senior officer of the Bank in which such person, to the best of
his or her knowledge after reasonable investigation, shall state that
(i) the representations and warranties of the Bank in this Agreement
are true and correct in all material respects on and as of the Closing
Date, (ii) the Bank has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied hereunder at or
prior to the Closing Date, (iii) the representations and warranties of
the Bank, as Seller and Servicer, in the Sale and Servicing Agreement
and, as Depositor, in the Trust Agreement, are true and correct as of
the dates specified in the Sale and Servicing Agreement and the Trust
Agreement, (iv) no stop order suspending the effectiveness of the
Registration
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10
Statement has been issued and no proceedings for that purpose have been
instituted or are threatened by the Commission, (v) subsequent to the
date of the Prospectus, there has been no material adverse change in
the financial position or results of operation of the Bank's automotive
finance business except as set forth in or contemplated by the
Prospectus or as described in such certificate and (vi) the 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 light of the circumstances in
which they were made, not misleading.
(l) On the Closing Date, $32,604,142.65 aggregate amount of
Certificates shall have been issued and sold pursuant to the
Certificate Underwriting Agreement.
The Bank will furnish the Representative, or cause the
Representative to be furnished, with such number of conformed copies of such
opinions, certificates, letters and documents as the Representative reasonably
requests.
8. Indemnification. (a) The Bank will indemnify and hold
harmless each Underwriter against any losses, claims, damages or liabilities, to
which such Underwriter may become subject, under the Act 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 any material fact contained in any preliminary prospectus
supplement, the Registration Statement, the Prospectus (other than any market
making prospectus) or any amendment 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 will reimburse each Underwriter for any legal or other
expenses reasonably incurred by such Underwriter in connection with
investigating or defending any such action or claim; provided, however, that (i)
the Bank shall 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, an untrue statement
or alleged untrue statement or omission or alleged omission made in any
preliminary prospectus supplement, the Registration Statement or the Prospectus
or any such amendment or supplement in reliance upon and in conformity with
written information furnished to the Bank by any Underwriter through the
Representative expressly for use therein and (ii) such indemnity with respect to
any preliminary prospectus supplement shall not inure to the benefit of any
Underwriter (or any person controlling any such Underwriter) from whom the
person asserting any such loss, claim, damage or liability purchased the Notes
which are the subject thereof if such person did not receive a copy of the
Prospectus (or the Prospectus as supplemented) at or prior to the confirmation
of the sale of such Notes to such person in any case where such delivery is
required by the Act and the untrue statement or omission of a material fact
contained in such preliminary prospectus supplement was corrected in the
Prospectus (or the Prospectus as supplemented).
(b) Each Underwriter severally agrees to indemnify and hold
harmless the Bank, its directors, each of its officers or agents who signed the
Registration Statement, and each person, if any, who controls the Bank within
the meaning of Section 15 of the Act against any and all loss, liability, claim,
damage and expense described in the indemnity contained in subsection (a) of
this Section 8, as incurred, but only with respect to untrue
<PAGE>
11
statements or omissions, or alleged untrue statements or omissions, made in any
preliminary prospectus supplement, the Registration Statement or the Prospectus
(or any amendment or supplement thereto) in reliance upon and in conformity with
written information furnished to the Bank by such Underwriter through the
Representative expressly for use in such preliminary prospectus supplement, the
Registration Statement or the Prospectus (or any amendment or supplement
thereto).
(c) Each indemnified party shall give prompt notice to the
indemnifying party of any action commenced against the indemnified party in
respect of which indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability
which it may have hereunder or otherwise, other than on account of this
indemnity agreement. In case any such action shall be brought against an
indemnified party and it shall have notified the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party with respect to such action), and it being understood that the
indemnifying party shall not, in connection with any one such action or separate
but substantially similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys, and,
after notice from the indemnifying party to the indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to the indemnified party under subsections (a) or (b) of this Section 8
for any legal expenses of other counsel or any other expenses, in each case
subsequently incurred by the indemnified party, in connection with the defense
thereof other than reasonable costs of investigation.
(d) The obligations of the Bank under this Section 8 shall be
in addition to any liability which the Bank may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and each Underwriter's obligations
under this Section 8 shall be in addition to any liability which such
Underwriter may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Bank and to each person, if any,
who controls the Bank within the meaning of Section 15 of the Act.
9. Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
Section 8 is for any reason held to be unavailable other than in accordance with
its terms, the Bank and the Underwriters shall contribute to the aggregate
losses, liabilities, claims, damages and expenses of the nature contemplated by
said indemnity agreement incurred by the Bank or the Underwriters, as incurred,
in such proportions so that the Underwriters are responsible for that portion
represented by the percentage that the underwriting discount and commissions
bear to the initial public offering price appearing thereon and the Bank is
responsible for the balance; provided, however, that no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section, each person, if any,
<PAGE>
12
who controls an Underwriter within the meaning of Section 15 of the Act shall
have the same rights to contribution as such Underwriter, and each director of
the Bank, each officer or agent of the Bank who signed the Registration
Statement, and each person, if any, who controls the Bank within the meaning of
Section 15 of the Act shall have the same rights to contribution as the Bank.
10. Default of Underwriters. If any Underwriter defaults in
its obligations to purchase Notes hereunder and the aggregate principal amount
of the Notes that such defaulting Underwriter agreed but failed to purchase does
not exceed 10% of the total principal amount of Notes, the Representative may
make arrangements satisfactory to the Bank for the purchase of such Notes by
other persons, including the non-defaulting Underwriters, but if no such
arrangements are made by the Closing Date, the non-defaulting Underwriters shall
be obligated severally, in proportion to their respective commitments hereunder,
to purchase the Notes that such defaulting Underwriter agreed but failed to
purchase. If any Underwriter so defaults and the aggregate principal amount of
the Notes with respect to which such default or defaults occur exceeds 10% of
the total principal amount of the Notes and arrangements satisfactory to the
Representative and the Bank for the purchase of such Notes by other persons are
not made within 36 hours after such default, this Agreement will terminate
without liability on the part of any non-defaulting Underwriter or the Bank,
except as provided in Section 11. Nothing herein will relieve a defaulting
Underwriter from liability for its default.
11. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties and other
statements of the Bank or its officers 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 the Underwriters, the Bank or any of their respective representatives,
officers or directors or any controlling person, and will survive delivery of
and payment for the Notes. If for any reason the purchase of the Notes by the
Underwriters is not consummated, the Bank shall remain responsible for the
expenses to be paid or reimbursed by it pursuant to Section 6 and the respective
obligations of the Bank and the Underwriters pursuant to Section 8 and 9 shall
remain in effect. If the purchase of the Notes by the Underwriters is not
consummated for any reason other than solely because of the occurrence of any
event specified in clauses (ii), (iii) or (iv) of Section 7(c), the Bank will
reimburse each Underwriter for all out-of-pocket expenses (including fees and
disbursements of counsel) reasonably incurred by it in connection with the
offering of the Notes.
12. Notices. All communications hereunder will be in writing
and, if sent to the Representative or the Underwriters, will be mailed,
delivered or telegraphed and confirmed to the Representative at Chase Securities
Inc., 270 Park Avenue, 7th Floor, New York, New York 10017, Attention: Asset
Backed Finance Division, or, if sent to the Bank, will be mailed, delivered, or
telegraphed and confirmed to Chase Manhattan Bank USA, National Association, c/o
Chase Manhattan Automotive Finance Corporation, 900 Stewart Avenue, Garden City,
New York 11530, Attention: Financial Controller.
<PAGE>
13
13. Successors. This Agreement will inure to the benefit of,
and be binding upon, the parties hereto and their respective successors. Nothing
expressed or mentioned in this Agreement is intended or shall be construed to
give any person, firm or corporation, other than the parties hereto and their
respective successors and the controlling persons and officers and directors
referred to in Sections 8 and 9 and their heirs and legal representatives, any
legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision herein contained. This Agreement and all conditions and
provisions hereof are intended to be for the sole and exclusive benefit of the
parties hereto and their respective successors, and said controlling persons and
officers and directors and their heirs and legal representatives, and for the
benefit of no other person, firm or corporation. No purchaser of Notes from any
Underwriter shall be deemed to be a successor by reason merely of such purchase.
14. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.
15. No Bankruptcy Petition. Each Underwriter covenants and
agrees that, prior to the date which is one year and one day after the payment
in full of all securities issued by the Trust, it will not institute against, or
join any other person in instituting against, the Trust any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other
proceedings under any Federal or state bankruptcy or similar law.
16. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
<PAGE>
If the foregoing is in accordance with the Representative's
understanding of our agreement, kindly sign and return to us the enclosed
duplicate hereof, whereupon it will become a binding agreement among the Bank
and the several Underwriters in accordance with its terms.
Very truly yours,
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
By /s/ Keith Schuck
----------------------------
Name: Keith Schuck
Title: Vice President
The foregoing Note
Underwriting Agreement is
hereby confirmed and
accepted as of the date
first written above:
CHASE SECURITIES INC.
on behalf of itself and
as Representative
of the Several Underwriters,
named in Schedule I
By /s/ Brad Dansker
-------------------------
Name: Brad Dansker
Title: Vice President
<PAGE>
SCHEDULE I
----------
<TABLE>
<CAPTION>
Principal Amount of Principal Amount of Principal Amount of Principal Amount of
Underwriter Class A-1 Notes Class A-2 Notes Class A-3 Notes Class A-4 Notes
----------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Chase Securities Inc. $62,500,000.00 $50,000,000.00 $80,250,000.00 $70,700,000.00
Credit Suisse First Boston Corporation 62,500,000.00 50,000,000.00 80,250,000.00 70,700,000.00
Merrill Lynch, Pierce, Fenner & Smith 62,500,000.00 50,000,000.00 80,250,000.00 70,700,000.00
Incorporated
Salomon Brothers Inc 62,500,000.00 50,000,000.00 80,250,000.00 70,700,000.00
-------- -------- -------- --------
Total $250,000,000.00 $200,000,000.00 $321,000,000.00 $282,800,000.00
</TABLE>
<PAGE>
EXHIBIT 1.1(C)(2)
CHASE MANHATTAN AUTO OWNER TRUST 1998-B
ASSET BACKED CERTIFICATES
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
Seller and Servicer
CERTIFICATE UNDERWRITING AGREEMENT
----------------------------------
April 8, 1998
Chase Securities Inc.
270 Park Avenue
New York, NY 10017
Ladies and Gentlemen:
1. Introductory. Chase Manhattan Bank USA, National
Association, a national banking association (the "Bank"), proposes to form Chase
Manhattan Auto Owner Trust 1998-B (the "Trust") to sell $32,604,142.65 aggregate
principal amount of 6.050% Asset Backed Certificates (the "Certificates"), each
representing a fractional undivided interest in the Trust.
The assets of the Trust will include, among other things, a
pool of simple interest and actuarial retail installment sales contracts and
purchase money notes and other notes (the "Receivables") secured by new and used
automobiles (the "Financed Vehicles") and certain monies received thereunder on
or after the Cutoff Date (as hereinafter defined), such Receivables to be
transferred to the Trust and serviced by the Bank, as Servicer, or by a
successor Servicer. The Original Pool Balance of the Receivables as of the close
of business on April 1, 1998 (the "Cut-off Date") was equal to
$1,086,404,142.65. The Certificates will be issued pursuant to the Amended and
Restated Trust Agreement to be dated as of April 1, 1998 (as amended and
supplemented from time to time, the "Trust Agreement"), between the Bank and
Wilmington Trust Company, as owner trustee (the "Owner Trustee").
Simultaneously with the issuance and sale of the Certificates
as contemplated herein, the Trust will issue $250,000,000.00 aggregate principal
amount of Class A-1 5.578% Asset Backed Notes (the "Class A-1 Notes"),
$200,000,000.00 aggregate principal amount of Class A-2 5.729% Asset Backed
Notes (the "Class A-2 Notes"), $321,000,000.00 aggregate principal amount of
Class A-3 5.750% Asset Backed Notes (the "Class A-3 Notes") and $282,800,000.00
aggregate principal amount of Class A-4 5.800% Asset Backed Notes (the "Class
A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the
Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of April
1, 1998 (as amended and supplemented from time to time, the "Indenture"),
between the Trust and
<PAGE>
2
Norwest Bank Minnesota, National Association, as indenture trustee (the
"Indenture Trustee"), which will be sold pursuant to an underwriting agreement
dated the date hereof (the "Note Underwriting Agreement"; together with this
Agreement, the "Underwriting Agreements") among the Bank and the underwriters
named therein (the "Note Underwriters"). The Notes and the Certificates are
sometimes referred to collectively herein as the "Securities".
Capitalized terms used and not otherwise defined herein shall
have the meanings assigned to such terms in the Sale and Servicing Agreement to
be dated as of April 1, 1998 (as amended and supplemented from time to time, the
"Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and
Servicer.
This is to confirm the agreement concerning the purchase of
the Certificates from the Bank by the Underwriter.
2. Representations and Warranties of the Bank. The Bank
represents and warrants to, and agrees with, the Underwriter, that:
(a) A registration statement on Form S-3 (No. 333-36939) has
been filed with the Securities and Exchange Commission (the "Commission") in
accordance with the provisions of the Securities Act of 1933, as amended (the
"Act"), and the Rules and Regulations under the Act (the "Rules and
Regulations"). Such registration statement, as amended on the date that such
registration statement or the most recent post-effective amendment thereto
became effective under the Act, including the exhibits thereto, is hereinafter
referred to as the "Registration Statement." The Registration Statement has
become effective, and no stop order suspending the effectiveness of the
Registration Statement has been issued, and no proceeding for that purpose has
been instituted or, to the knowledge of the Bank, threatened by the Commission.
The conditions to the use of a registration statement on Form S-3 under the Act,
as set forth in the General Instructions to Form S-3, and the conditions of Rule
415 of the Rules and Regulations, have been satisfied with respect to the
Registration Statement. The Bank proposes to file with the Commission pursuant
to Rule 424(b) of the Rules and Regulations a prospectus supplement to the Base
Prospectus (as defined herein) relating to the sale of the Securities (the
"Prospectus Supplement"). The base prospectus filed as part of the Registration
Statement, in the form it appears in the Registration Statement, or in the form
most recently revised and filed with the Commission pursuant to Rule 424(b), is
hereinafter referred to as the "Base Prospectus." The Base Prospectus as
supplemented by the Prospectus Supplement is hereinafter referred to as the
"Prospectus."
(b) Except to the extent that the Underwriter shall have
agreed to a modification, the Prospectus shall be in all substantive respects in
the form furnished to the Underwriter prior to the execution of this Agreement
or, to the extent not completed at such time, shall contain only such material
changes as the Bank has advised the Underwriter, prior to such time, will be
included or made therein.
(c) The Registration Statement, at the time it became
effective, and the Prospectus, as of the date of the Prospectus Supplement,
complied in all material respects
<PAGE>
3
with the applicable requirements of the Act and the Trust Indenture Act of 1939
and the Rules and Regulations and did not include any untrue statement of a
material fact and, in the case of the Registration Statement, did not omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading and, in the case of the Prospectus, did not
omit to state any material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading; on the Closing Date (as defined herein), the Registration Statement
and the Prospectus, as amended or supplemented as of the Closing Date, will
comply in all material respects with the applicable requirements of the Act and
the Rules and Regulations, and neither the Prospectus nor any amendment or
supplement thereto will include any untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading; provided,
however, that the Bank makes no representation and warranty with respect to
information contained in or omitted from the Registration Statement or the
Prospectus in reliance upon, or in conformity with, information furnished in
writing to the Bank by the Underwriter specifically for use in connection with
the preparation of the Registration Statement or the Prospectus.
(d) The Bank is a national banking association organized under
the laws of the United States, with full power and authority to own its
properties and conduct its business as described in the Prospectus, and had at
all relevant times and has power, authority and legal right to acquire, own,
sell and service the Receivables.
(e) When the Notes have been duly executed and delivered by
the Owner Trustee and, when authenticated by the Indenture Trustee in accordance
with the Indenture and delivered upon the order of the Bank to the Note
Underwriters pursuant to the Note Underwriting Agreement and the Sale and
Servicing Agreement, the Notes will be duly issued and will constitute legal,
valid and binding obligations of the Trust enforceable against the Trust in
accordance with their terms, except to the extent that the enforceability
thereof may be subject to bankruptcy, insolvency, reorganization,
conservatorship, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights as such laws would apply in the event of the
insolvency, liquidation or reorganization or other similar occurrence with
respect to the Bank or the Trust or in the event of any moratorium or similar
occurrence affecting the Bank or the Trust and to general principles of equity.
(f) The direction by the Bank to the Owner Trustee to execute
and authenticate the Certificates has been duly authorized by the Bank and, when
the Certificates have been duly executed, authenticated and delivered by the
Owner Trustee in accordance with the Trust Agreement and delivered upon the
order of the Bank to the Underwriter pursuant to this Agreement and the Sale and
Servicing Agreement, the Certificates will be duly issued and entitled to the
benefits and security afforded by the Trust Agreement.
(g) The execution, delivery and performance by the Bank of
this Agreement, the Note Underwriting Agreement and the Basic Documents to which
the Bank is a party, and the consummation by the Bank of the transactions
provided for herein and therein have been, or will have been, duly authorized by
the Bank by all necessary action on the part of the Bank; and neither the
execution and delivery by the Bank of such instruments, nor the
<PAGE>
4
performance by the Bank of the transactions herein or therein contemplated, nor
the compliance by the Bank with the provisions hereof or thereof, will (i)
conflict with or result in a breach or violation of any of the material terms
and provisions of, or constitute a material default under, any of the provisions
of the articles of association or by-laws of the Bank, or (ii) conflict with any
of the provisions of any law, governmental rule, regulation, judgment, decree or
order binding on the Bank or its properties, or (iii) conflict with any of the
material provisions of any material indenture, mortgage, contract or other
instrument to which the Bank is a party or by which it is bound, or (iv) result
in the creation or imposition of any lien, charge or encumbrance upon any of its
property pursuant to the terms of any such indenture, mortgage, contract or
other instruments, except, in the case of clauses (ii) and (iii), for any such
breaches or conflicts as would not individually or in the aggregate have a
material adverse effect on the transactions contemplated hereby or on the
ability of the Bank to consummate such transactions.
(h) When executed and delivered by the parties thereto, each
of the Sale and Servicing Agreement and the Trust Agreement will constitute a
legal, valid and binding obligation of the Bank, enforceable against the Bank in
accordance with its terms, except to the extent that the enforceability thereof
may be subject to bankruptcy, insolvency, reorganization, conservatorship,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights as such laws would apply in the event of the insolvency,
liquidation or reorganization or other similar occurrence with respect to the
Bank or in the event of any moratorium or similar occurrence affecting the Bank
and to general principles of equity.
(i) All approvals, authorizations, consents, orders or other
actions of any person, corporation or other organization, or of any court,
governmental agency or body or official (except with respect to the state
securities or "blue sky" laws of various jurisdictions), if so required in
connection with the execution, delivery and performance of this Agreement, the
Note Underwriting Agreement and the Basic Documents to which the Bank is a party
has been or will be taken or obtained on or prior to the Closing Date.
(j) As of the Closing Date, the representations and warranties
of the Bank, as Seller and Servicer, in the Trust Agreement will be true and
correct.
(k) This Agreement and the Note Underwriting Agreement have
been duly executed and delivered by the Bank.
3. Purchase, Sale, Payment and Delivery of the Certificates.
On the basis of the representations, warranties and agreements herein contained,
but subject to the terms and conditions herein set forth, the Bank agrees to
sell to the Underwriter, and the Underwriter agrees, to purchase from the Bank,
at a purchase price of 99.650000% of the face amount thereof, the Certificates
plus accrued interest at the Certificate Rate from April 15, 1998 to but
excluding the Closing Date.
The Bank will deliver the Certificates to the Underwriter
against payment of the purchase price in immediately available funds drawn to
the order of the Bank at the
<PAGE>
5
offices of Simpson Thacher & Bartlett in New York, New York at 10:00 a.m., New
York City time, on April 15, 1998 or at such other time not later than seven
full business days thereafter as the Underwriter and the Bank determine, such
time being herein referred to as the "Closing Date." The Certificates to be so
delivered will be initially represented by one or more definitive Certificates
registered in the name of Cede & Co., the nominee of The Depository Trust
Company ("DTC"), except for a Certificate registered in the name of Chase
Securities Inc. in an amount of $142.65, and will be made available for
inspection by the Underwriter at the office where delivery and payment for such
Certificates is to take place no later than 1:00 p.m., New York City time, on
the Business Day prior to the Closing Date.
4. Offering by the Underwriter. It is understood that the
Underwriter proposes to offer the Certificates for sale to the public (which may
include selected brokers and dealers) as set forth in the Prospectus.
5. Covenants of the Bank. The Bank covenants and agrees with
the Underwriter that:
(a) The Bank will file the Prospectus with the Commission
pursuant to Rule 424(b) of the Rules and Regulations within the time prescribed
therein and will provide evidence satisfactory to the Underwriter of such timely
filing. During any period that a prospectus relating to the Certificates is
required to be delivered to purchasers of the Certificates by the underwriters
and dealers participating in the initial offering and sale of the Certificates
on the Closing Date under the Act (without regard to any market making
prospectus required to be delivered by the Underwriter pursuant to the Act) (a
"prospectus delivery period"), the Bank will not file any amendments to the
Registration Statement, or any amendments or supplements to the Prospectus,
unless it shall first have delivered copies of such amendments or supplements to
the Underwriter, and if the Underwriter shall have reasonably objected thereto
promptly after receipt thereof; the Bank will promptly advise the Underwriter or
its counsel (i) when notice is received from the Commission that any
post-effective amendment to the Registration Statement has become or will become
effective, (ii) of any request by the Commission for any amendment or supplement
to the Registration Statement or the Prospectus or for any additional
information and (iii) of any order or communication suspending or preventing, or
threatening to suspend or prevent, the offer and sale of the Certificates or of
any proceedings or examinations that may lead to such an order or communication,
whether by or of the Commission or any authority administering any state
securities or "blue sky" law, as soon as the Bank is advised thereof, and will
use its reasonable efforts to prevent the issuance of any such order or
communication and to obtain as soon as possible its lifting, if issued.
(b) If, at any time during the prospectus delivery period, any
event occurs as a result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, or if it is
necessary at any time to amend the Prospectus in order to comply with the Act or
the Rules and Regulations, the Bank promptly will prepare and file with the
Commission (subject to the Underwriter's prior review pursuant to paragraph (a)
of this
<PAGE>
6
Section 5), an amendment or supplement which will correct such statement or
omission or an amendment or supplement which will effect such compliance.
(c) The Bank will furnish to the Underwriter copies of the
Registration Statement, each preliminary prospectus supplement relating to the
Certificates, the Prospectus, and all amendments and supplements to such
documents, in each case as soon as available and in such quantities as the
Underwriter may reasonably request.
(d) The Bank will cooperate with the Underwriter in arranging
for the qualification of the Certificates for sale and the determination of
their eligibility for investment under the laws of such jurisdictions as the
Underwriter designates and will cooperate in continuing such qualifications in
effect so long as required for the distribution of the Certificates; provided,
however, that neither the Bank nor the Trust shall be obligated to qualify to do
business in any jurisdiction in which it is not currently so qualified or to
take any action which would subject it to general or unlimited service of
process in any jurisdiction where it is not now so subject.
(e) For a period from the date of this Agreement until the
retirement of the Certificates, the Bank, as Servicer, will furnish to the
Underwriter copies of each certificate and the annual statements of compliance
delivered to independent certified public accountants' and reports furnished to
the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing
Agreement, as soon as practicable after such statements and reports are
furnished to the Indenture Trustee or the Owner Trustee.
(f) So long as any of the Certificates is outstanding, the
Bank will furnish to the Underwriter as soon as practicable, (A) all documents
distributed, or caused to be distributed, by the Bank to the Certificateholders,
(B) all documents filed, or caused to be filed, by the Bank with respect to the
Trust with the Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and any order of the Commission thereunder or
pursuant to a "no-action" letter from the staff of the Commission and (C) from
time to time, such other information in the possession of the Bank concerning
the Trust and any other information concerning the Bank filed with any
governmental or regulatory authority which is otherwise publicly available, as
the Underwriter may reasonably request.
(g) On or before the Closing Date, the Bank shall cause its
computer records relating to the Receivables to be marked to show the Trust's
absolute ownership of the Receivables, and from and after the Closing Date
neither the Bank nor the Servicer shall take any action inconsistent with the
Trust's ownership of such Receivables and the security interest of the Indenture
Trustee therein, other than as permitted by the Sale and Servicing Agreement.
(h) To the extent, if any, that the rating provided with
respect to the Certificates by Moody's, Standard & Poor's and/or Fitch is
conditional upon the furnishing of documents or the taking of any other actions
by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish
such documents and take any such other actions.
<PAGE>
7
(i) For the period beginning on the date hereof and ending on
the Closing Date, unless waived by the Underwriter, neither the Bank nor any
trust originated, directly or indirectly, by the Bank will offer to sell or sell
notes (other than the Notes) collateralized by, or certificates (other than the
Certificates) evidencing an ownership interest in, receivables generated
pursuant to retail automobile or light-duty truck installment sale contracts or
purchase money loans.
6. Payment of Expenses. The Bank will pay all expenses
incident to the performance of its obligations under this Agreement, including
(i) the printing and filing of the Registration Statement as originally filed
and of each amendment thereto, (ii) the Indenture Trustee's and Owner Trustee's
acceptance fee and the reasonable fees and disbursements of the counsel to the
Indenture Trustee and counsel to the Owner Trustee, (iii) the fees and
disbursements of Price Waterhouse LLP, (iv) the fees of the Rating Agencies and
(v) blue sky expenses; provided, however, that the Underwriter may reimburse the
Bank for certain expenses incurred by the Bank as agreed to by the Underwriter
and the Bank.
7. Conditions to the Obligations of the Underwriter. The
obligation of the Underwriter to purchase and pay for the Certificates will be
subject to the accuracy of the representations and warranties on the part of the
Bank herein on the date hereof and as of the Closing Date, to the accuracy of
the statements of officers of the Bank made pursuant to the provisions hereof,
to the performance by the Bank of its obligations hereunder and to the following
additional conditions precedent:
(a) On or prior to the date hereof, the Underwriter shall have
received a letter (a "Procedures Letter"), dated the date of this
Agreement of each of Price Waterhouse LLP and Arthur Andersen LLP
verifying the accuracy of such financial and statistical data contained
in the Prospectus as the Underwriter shall deem reasonably advisable.
In addition, if any amendment or supplement to the Prospectus made
after the date hereof contains financial or statistical data, the
Underwriter shall have received a letter dated the Closing Date
confirming each Procedures Letter and providing additional comfort on
such new data.
(b) The Prospectus Supplement shall have been filed in the
manner and within the time period required by Rule 424(b) of the Rules
and Regulations; and prior to the Closing Date, no stop order
suspending the effectiveness of the Registration Statement shall have
been issued and no proceedings for that purpose shall have been
instituted or threatened.
(c) Subsequent to the execution and delivery 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, Chase or The Chase
Manhattan Corporation which, in the reasonable judgment of the
Underwriter, materially impairs the investment quality of the
Certificates or makes it impractical to market the Certificates; (ii)
any suspension or material limitation of trading in securities
generally on the New York Stock Exchange, or any setting of minimum
prices for trading on such exchange, or any suspension of trading of
any securities of
<PAGE>
8
the Bank, Chase or The Chase Manhattan Corporation on any exchange or
in the over-the-counter market by such exchange or over-the-counter
market or by the Commission; (iii) any banking moratorium declared by
federal or New York authorities; or (iv) any outbreak or material
escalation of major hostilities or any other substantial national or
international calamity or emergency if, in the reasonable judgment of
the Underwriter, the effect of any such outbreak, escalation, calamity
or emergency on the United States financial markets makes it
impracticable or inadvisable to proceed with completion of the sale of
and any payment for the Certificates.
(d) The Underwriter shall have received opinions, dated the
Closing Date and reasonably satisfactory, when taken together, in form
and substance to the Underwriter, of Simpson Thacher & Bartlett,
special counsel to the Bank, Richards, Layton & Finger, special counsel
to the Trust, and such other counsel otherwise reasonably acceptable to
the Underwriter, with respect to such matters as are customary for the
type of transaction contemplated by this Agreement.
(e) The Underwriter shall have received an opinion or opinions
of Simpson Thacher & Bartlett, special counsel to the Bank, dated the
Closing Date and satisfactory in form and substance to the Underwriter,
with respect to certain matters relating to the transfers of the
Receivables from the Bank to the Trust and with respect to a grant of a
security interest in the Receivables to the Indenture Trustee, and an
opinion of Richards, Layton & Finger, special counsel to the Trust,
with respect to the perfection of the Trust's and the Indenture
Trustee's interests in the Receivables.
(f) The Underwriter shall have received from Gibson, Dunn &
Crutcher LLP, counsel to the Underwriter, such opinion or opinions,
dated the Closing Date and satisfactory in form and substance to the
Underwriter, with respect to the validity of the Certificates, the
Registration Statement, the Prospectus and other related matters as the
Underwriter may require, and the Bank shall have furnished to such
counsel such documents as they reasonably request for the purpose of
enabling them to pass upon such matters.
(g) The Underwriter shall have received an opinion of Simpson
Thacher & Bartlett, special tax counsel to the Bank, dated the Closing
Date and reasonably satisfactory in form and to the effect (a) that
under current law the Notes will be characterized as debt, and the
Trust will not be characterized as an association (or a publicly traded
partnership) taxable as a corporation for United States federal income
tax purposes and (b) that, subject to the qualifications set forth
therein, the discussion set forth in the Prospectus Supplement under
the caption "Certain Federal Income Tax Consequences" is an accurate
summary of the United States federal income tax matters described
therein.
(h) The Underwriter shall have received an opinion of Dorsey &
Whitney LLP, counsel to the Indenture Trustee, dated the Closing Date
and satisfactory in form
<PAGE>
9
and substance to the Underwriter with respect to such matters as are
customary for the transactions contemplated by this Agreement.
In rendering such opinions, counsel to the Indenture Trustee
may rely on the opinion of the office of the general counsel to the Indenture
Trustee.
(i) The Underwriter shall have received an opinion of
Richards, Layton & Finger, special counsel to the Owner Trustee, and
such other counsel reasonably satisfactory to the Underwriter and its
counsel, dated the Closing Date and satisfactory in form and substance
to the Underwriter, with respect to such matters as are customary for
the type of transaction contemplated by this Agreement.
(j) The Certificates have been rated "A+" by Standard &
Poor's, A2 by Moody's and "A+" by Fitch.
(k) The Underwriter shall have received a certificate, dated
the Closing Date, of an attorney-in-fact, a Vice President or more
senior officer of the Bank in which such person, to the best of his or
her knowledge after reasonable investigation, shall state that (i) the
representations and warranties of the Bank in this Agreement are true
and correct in all material respects on and as of the Closing Date,
(ii) the Bank has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied hereunder at or
prior to the Closing Date, (iii) the representations and warranties of
the Bank, as Seller and Servicer, in the Sale and Servicing Agreement
and, as Depositor, in the Trust Agreement, are true and correct as of
the dates specified in the Sale and Servicing Agreement and the Trust
Agreement, (iv) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been instituted or are threatened by the Commission, (v)
subsequent to the date of the Prospectus, there has been no material
adverse change in the financial position or results of operation of the
Bank's automotive finance business except as set forth in or
contemplated by the Prospectus or as described in such certificate and
(vi) the 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 light of the
circumstances in which they were made, not misleading.
(l) On the Closing Date, all of the Notes shall have been
issued and sold pursuant to the Note Underwriting Agreement.
(m) The Class A-1 Notes shall have been rated "A-1+" by
Standard & Poor's, P-1 by Moody's and "F1+" by Fitch, and the Class A-2
Notes, Class A-3 Notes and Class A-4 Notes shall have been rated "AAA"
by Standard & Poor's, Aaa by Moody's and "AAA" by Fitch.
The Bank will furnish the Underwriter, or cause the
Underwriter to be furnished, with such number of conformed copies of such
opinions, certificates, letters and documents as the Underwriter reasonably
requests.
<PAGE>
10
8. Indemnification. (a) The Bank will indemnify and hold
harmless the Underwriter against any losses, claims, damages or liabilities, to
which the Underwriter may become subject, under the Act 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 any material fact contained in any preliminary prospectus
supplement, the Registration Statement, the Prospectus (other than any market
making prospectus) or any amendment 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 will reimburse the Underwriter for any legal or other
expenses reasonably incurred by the Underwriter in connection with investigating
or defending any such action or claim; provided, however, that (i) the Bank
shall 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, an untrue statement or
alleged untrue statement or omission or alleged omission made in any preliminary
prospectus supplement, the Registration Statement or the Prospectus or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Bank by the Underwriter expressly for use therein
and (ii) such indemnity with respect to any preliminary prospectus supplement
shall not inure to the benefit of the Underwriter (or any person controlling any
the Underwriter) 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 Prospectus (or the Prospectus as
supplemented) at or prior to the confirmation of the sale of such Certificates
to such person in any case where such delivery is required by the Act and the
untrue statement or omission of a material fact contained in such preliminary
prospectus supplement was corrected in the Prospectus (or the Prospectus as
supplemented).
(b) The Underwriter agrees to indemnify and hold harmless the
Bank, its directors, each of its officers or agents who signed the Registration
Statement, and each person, if any, who controls the Bank within the meaning of
Section 15 of the Act against any and all loss, liability, claim, damage and
expense described in the indemnity contained in subsection (a) of this Section
8, as incurred, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in any preliminary prospectus
supplement, the Registration Statement or the Prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with written information
furnished to the Bank by the Underwriter expressly for use in such preliminary
prospectus supplement, the Registration Statement or the Prospectus (or any
amendment or supplement thereto).
(c) Each indemnified party shall give prompt notice to the
indemnifying party of any action commenced against the indemnified party in
respect of which indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability
which it may have hereunder or otherwise, other than on account of this
indemnity agreement. In case any such action shall be brought against an
indemnified party and it shall have notified the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party with respect to such action), and it being understood that the
<PAGE>
11
indemnifying party shall not, in connection with any one such action or separate
but substantially similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys, and,
after notice from the indemnifying party to the indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to the indemnified party under subsections (a) or (b) of this Section 8
for any legal expenses of other counsel or any other expenses, in each case
subsequently incurred by the indemnified party, in connection with the defense
thereof other than reasonable costs of investigation.
(d) The obligations of the Bank under this Section 8 shall be
in addition to any liability which the Bank may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls the
Underwriter within the meaning of the Act; and the Underwriter's obligations
under this Section 8 shall be in addition to any liability which the Underwriter
may otherwise have and shall extend, upon the same terms and conditions, to each
officer and director of the Bank and to each person, if any, who controls the
Bank within the meaning of Section 15 of the Act.
9. Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
Section 8 is for any reason held to be unavailable other than in accordance with
its terms, the Bank and the Underwriter shall contribute to the aggregate
losses, liabilities, claims, damages and expenses of the nature contemplated by
said indemnity agreement incurred by the Bank or the Underwriter, as incurred,
in such proportions so that the Underwriter is responsible for that portion
represented by the percentage that the underwriting discount and commissions
bear to the initial public offering price appearing thereon and the Bank is
responsible for the balance; provided, however, that no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section, each person, if any,
who controls the Underwriter within the meaning of Section 15 of the Act shall
have the same rights to contribution as the Underwriter, and each director of
the Bank, each officer or agent of the Bank who signed the Registration
Statement, and each person, if any, who controls the Bank within the meaning of
Section 15 of the Act shall have the same rights to contribution as the Bank.
10. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties and other
statements of the Bank or its officers and of the Underwriter 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 the Underwriter, the Bank or any of their respective representatives,
officers or directors or any controlling person, and will survive delivery of
and payment for the Certificates. If for any reason the purchase of the
Certificates by the Underwriter is not consummated, the Bank shall remain
responsible for the expenses to be paid or reimbursed by it pursuant to Section
6 and the respective obligations of the Bank and the Underwriter pursuant to
Section 8 and 9 shall remain in effect. If the purchase of the Certificates by
the Underwriter is not consummated for any reason other than solely because of
the occurrence of
<PAGE>
12
any event specified in clauses (ii), (iii) or (iv) of Section 7(c), the Bank
will reimburse the Underwriter for all out-of-pocket expenses (including fees
and disbursements of counsel) reasonably incurred by it in connection with the
offering of the Certificates.
11. Notices. All communications hereunder will be in writing
and, if sent to the Underwriter, will be mailed, delivered or telegraphed and
confirmed to the Underwriter at Chase Securities Inc., 270 Park Avenue, 7th
Floor, New York, New York 10017, Attention: Asset Backed Finance Division, or,
if sent to the Bank, will be mailed, delivered, or telegraphed and confirmed to
Chase Manhattan Bank USA, National Association, c/o Chase Manhattan Automotive
Finance Corporation, 900 Stewart Avenue, Garden City, New York, New York 11530,
Attention: Financial Controller.
12. Successors. This Agreement will inure to the benefit of,
and be binding upon, the parties hereto and their respective successors. Nothing
expressed or mentioned in this Agreement is intended or shall be construed to
give any person, firm or corporation, other than the parties hereto and their
respective successors and the controlling persons and officers and directors
referred to in Sections 8 and 9 and their heirs and legal representatives, any
legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision herein contained. This Agreement and all conditions and
provisions hereof are intended to be for the sole and exclusive benefit of the
parties hereto and their respective successors, and said controlling persons and
officers and directors and their heirs and legal representatives, and for the
benefit of no other person, firm or corporation. No purchaser of Certificates
from the Underwriter shall be deemed to be a successor by reason merely of such
purchase.
13. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.
14. No Bankruptcy Petition. The Underwriter covenants and
agrees that, prior to the date which is one year and one day after the payment
in full of all securities issued by the Trust, it will not institute against, or
join any other person in instituting against, the Trust any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other
proceedings under any federal or state bankruptcy or similar law.
15. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.
<PAGE>
13
If the foregoing is in accordance with the Underwriter's
understanding of our agreement, kindly sign and return to us the enclosed
duplicate hereof, whereupon it will become a binding agreement between the Bank
and the Underwriter in accordance with its terms.
Very truly yours,
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
By /s/ Keith Schuck
----------------------------
Name: Keith Schuck
Title: Vice President
The foregoing
Underwriting Agreement is
hereby confirmed and
accepted as of the date
first written above:
CHASE SECURITIES INC.
By /s/ Brad Dansker
-------------------
Name: Brad Dansker
Title: Vice President
<PAGE>
EXHIBIT 8.3
-----------
April 8, 1998
Chase Manhattan Bank USA, National Association
802 Delaware Avenue
Wilmington, Delaware 19801
The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017
Re: The Issuance and Sale of $250,000,000.00 of Class A-1
5.578% Asset Backed Notes, $200,000,000.00 of Class
A-2 5.729% Asset Backed Notes, $321,000,000.00 of
Class A-3 5.750% Asset Backed Notes, $282,800,000.00
of Class A-4 5.800% Asset Backed Notes, and
$32,604,142.65 of 6.050% Asset Backed Certificates by
Chase Manhattan Auto Owner Trust 1998-B
-----------------------------------------------------
Ladies and Gentlemen:
We have acted as tax counsel ("Federal Tax Counsel") for Chase
Manhattan Bank USA, National Association, a national banking association
organized under the laws of the United States (the "Seller"), in connection with
the issuance and sale of (i) $250,000,000.00 of Class A-1 5.578% Asset Backed
Notes, (ii) $200,000,000.00 of Class A-2 5.729% Asset Backed Notes, (iii)
$321,000,000.00 of Class A-3 5.750% Asset Backed Notes, (iv) $282,800,000.00 of
Class A-4 5.800% Asset Backed Notes (collectively, the "Notes") and (v)
$32,604,142.65 of 6.050% Asset Backed Certificates (the "Certificates" and,
together with the Notes, the "Securities"), by Chase Manhattan Auto Owner Trust
1998-B, a statutory business trust organized under the Business Trust Act of the
State of Delaware (the "Trust"), pursuant to: (a) with respect to the Notes, the
Indenture, dated as of April 1, 1998 (the "Indenture"), between the Trust and
Norwest Bank Minnesota, National Association, as trustee (the "Indenture
Trustee"); and (b) with respect to the Certificates, the Amended and Restated
Trust Agreement, dated as of April 1, 1998 (the "Trust Agreement"), between the
Seller and Wilmington
<PAGE>
-2- April 8, 1998
Trust Company, as owner trustee (the "Owner Trustee"). The Securities will be
offered for sale to investors pursuant to the Prospectus Supplement dated April
8, 1998 (the "Prospectus Supplement") to the Prospectus dated February 6, 1998
(the "Prospectus").
All capitalized terms used in this opinion letter and not
otherwise defined herein shall have the meaning assigned to such terms in the
Prospectus Supplement.
In delivering this opinion, we have reviewed: (i) the
Prospectus, (ii) the Prospectus Supplement, (iii) the Indenture, (iv) the Trust
Agreement, (v) the Sale and Servicing Agreement, dated as of April 1, 1998 (the
"Sale and Servicing Agreement"), between the Seller and the Trust and (vi) forms
of the Securities. We also have examined such other documents, papers, statutes
and authorities as we have deemed necessary to form the basis for the opinions
expressed herein.
In our examination of such material, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to original documents of copies of documents
submitted to us. As to certain matters of fact relevant to the opinions
hereinafter expressed, we have relied upon the representations and warranties
set forth in the Indenture, the Trust Agreement and the Sale and Servicing
Agreement.
On the basis of the foregoing and assuming, with your
permission, that (i) the Trust is formed and maintained in accordance with the
discussion set forth in the Prospectus and the Prospectus Supplement and is
operated in compliance with the terms of the Trust Agreement, (ii) the terms of
the Indenture, the Trust Agreement and the Sale and Servicing Agreement are not
amended, and (iii) the aggregate amount of the Late Fees received or accrued
each year by the Trust on, or with respect to, the Receivables will be equal to,
or less than, five percent (5%) of the aggregate amount of the Late Fees and
interest or other income accrued or received by the Trust on, or with respect
to, the Receivables each such year, we (a) hereby confirm our opinions (the
"Prospectus Opinions") set forth in the Prospectus Supplement under the caption
"Certain Federal Income Tax Consequences" and (b) are of the opinion that,
subject to the qualifications set forth therein, the discussion set forth in the
Prospectus Supplement under the caption "Certain Federal Income Tax
Consequences" is an accurate summary of the United States federal income tax
matters described therein in all material respects.
We express no opinion with respect to the transactions
referred to herein and in the Prospectus or the Prospectus Supplement other than
as expressly set forth herein. The Prospectus Opinions are not binding on the
Internal Revenue Service ("IRS") and the IRS could disagree with the Prospectus
Opinions. Although we believe that the Prospectus Opinions would be sustained if
challenged, there can be no assurance that this will be the case.
<PAGE>
-3- April 8, 1998
Our opinions are based upon the Code, the Treasury regulations
promulgated thereunder and other relevant authorities and law, all as in effect
on the date hereof. Consequently, future changes in the law may cause the tax
treatment of the transactions referred to herein to be materially different from
that described above.
We are members of the Bar of the State of New York, and we do
not express any opinion herein concerning any law other than the federal law of
the United States.
We hereby consent to the use of this opinion for filing as
Exhibit 8.3 to the Registration Statement.
Very truly yours,
/s/ SIMPSON THACHER & BARTLETT
SIMPSON THACHER & BARTLETT
