<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 2, 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 333-43173 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
<PAGE>
Item 5. Other Events
------------
On March 2, 1998, the Underwriting Agreement, dated as of March 2,
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 Representative of the
Underwriters, was executed and delivered by the respective parties thereto. On
March 9, 1998, the Series 1998-2 Supplement, dated as of March 9, 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
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Exhibits
4.1 Underwriting Agreement, dated as of March 2, 1998, among Chase
USA, as Transferor, CMB, as Servicer, and CSI, as
Representative of the Underwriters.
4.2 Series 1998-2 Supplement, dated as of March 9, 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.
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2
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 J. Margey
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Name: Patrick J. Margey
Title: Vice President
Date: March 11, 1998
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3
INDEX TO EXHIBITS
-----------------
Exhibit Sequentially
Number Exhibit Numbered Pages
- --------- --------------------------------- ---------------
4.1 Underwriting Agreement, dated as 1
of March 2, 1998, among Chase
USA, as Transferor, CMB, as
Servicer, and CSI, as
Representative of the Underwriters.
4.2 Series 1998-2 Supplement, dated 31
as of March 9, 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.
<PAGE>
EXHIBIT 4.1
CHASE CREDIT CARD MASTER TRUST
(formerly known as Chemical Master Credit Card Trust I)
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
(Transferor)
THE CHASE MANHATTAN BANK
(Servicer)
UNDERWRITING AGREEMENT
(Standard Terms)
March 2, 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 Floating 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 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
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Chase Securities Inc.
March 2, 1998
Page 2
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(R) and VISA(R) revolving credit card accounts of
the Bank (the "Receivables"), and the benefit of the Credit Enhancement, if any.
To the extent not defined herein, capitalized terms used herein have the
meanings assigned to such terms in the Pooling and Servicing Agreement. Unless
otherwise stated herein or in the applicable Terms Agreement, as the context
otherwise requires or if such term is otherwise defined in the Pooling and
Servicing Agreement, each capitalized term used or defined herein or in the
applicable Terms Agreement shall relate only to the Series of Certificates
designated in the applicable Terms Agreement and no other Series of Asset Backed
Certificates issued by the Trust.
Section 1. Representations and Warranties of the Bank. Upon the execution
------------------------------------------
of the applicable Terms Agreement, the Bank represents and warrants to the
Underwriters that:
(a) The Bank has prepared and filed with the Securities and Exchange
Commission (the "Commission") in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations of the
Commission thereun-
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Chase Securities Inc.
March 2, 1998
Page 3
der (collectively, the "Act"), a registration statement on Form S-3 (having
the registration number stated in the applicable Terms Agreement),
including a form of prospectus, relating to the Certificates. Such
registration statement, as amended at the time it was declared effective by
the Commission, including all material incorporated by reference therein,
including all information contained in any Additional Registration
Statement (as defined herein) and deemed to be part of such registration
statement as of the time such Additional Registration Statement (if any)
was declared effective by the Commission pursuant to the General
Instructions of the Form on which it was filed and including all
information (if any) deemed to be a part of such registration statement as
of the time it was declared effective by the Commission pursuant to Rule
430A(b) ("Rule 430A(b)") under the Act (such registration statement, the
"Initial Registration Statement") has been declared effective by the
Commission. If any post-effective amendment has been filed with respect to
the Initial Registration Statement, prior to the execution and delivery of
the applicable Terms Agreement, the most recent such amendment has been
declared effective by the Commission. If (i) an additional registration
statement, including the contents of the Initial Registration Statement
incorporated by reference therein and including all information (if any)
deemed to be a part of such additional registration statement pursuant to
Rule 430A(b)(the "Additional Registration Statement") relating to the
Certificates has been filed with the Commission pursuant to Rule 462(b)
("Rule 462(b)") under the Act and, if so filed, has become effective upon
filing pursuant to Rule 462(b), then the Certificates have been duly
registered under the Act pursuant to the Initial Registration Statement and
such Additional Registration Statement or (ii) an Additional Registration
Statement is proposed to be filed with the Commission pursuant to Rule
462(b) and will become effective upon filing pursuant to Rule 462(b), then
upon such filing the Certificates will have been duly registered under the
Act pursuant to the Initial Registration Statement 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
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Chase Securities Inc.
March 2, 1998
Page 4
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;"
(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
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Chase Securities Inc.
March 2, 1998
Page 5
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
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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
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and warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with information furnished in writing to
the Bank by or on 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
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Chase Securities Inc.
March 2, 1998
Page 6
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 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
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Chase Securities Inc.
March 2, 1998
Page 7
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;
(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 aggre-
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Chase Securities Inc.
March 2, 1998
Page 8
gate 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, 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.
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Chase Securities Inc.
March 2, 1998
Page 9
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 (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 Compu-
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Chase Securities Inc.
March 2, 1998
Page 10
tational 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.
(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
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Chase Securities Inc.
March 2, 1998
Page 11
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
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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
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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 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, includ-
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Chase Securities Inc.
March 2, 1998
Page 12
ing 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 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
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Chase Securities Inc.
March 2, 1998
Page 13
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.
-
(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):
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Chase Securities Inc.
March 2, 1998
Page 14
This information does not constitute either an offer to sell or a
solicitation of an offer to buy any of the securities referred to
herein. Information contained herein is confidential and provided for
information only, does not purport to be complete and should not be
relied upon in connection with any decision to purchase the
securities. This information supersedes any prior versions hereof and
will be deemed to be superseded by any subsequent versions including,
with respect to any description of the securities or the underlying
assets, the information contained in the final Prospectus and
accompanying Prospectus Supplement. Offers to sell and solicitations
of offers to buy the securities are made only by the final Prospectus
and the related Prospectus Supplement.
(f) It (at its own expense) agrees to provide to the Bank any
accountants' letters obtained relating to the Collateral Term Sheets,
Structural Term Sheets and Computational Materials, which accountants'
letters shall be addressed to the Bank.
(g) It has not, and will not, without the prior written consent of the
Bank, provide any Collateral Term Sheets, Structural Term Sheets, Series
Term Sheets or Computational Materials to any investor after the date of
this Agreement.
(h) 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 Finan-
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Chase Securities Inc.
March 2, 1998
Page 15
cial 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).
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
<PAGE>
Chase Securities Inc.
March 2, 1998
Page 16
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.
(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
<PAGE>
Chase Securities Inc.
March 2, 1998
Page 17
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 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,
<PAGE>
Chase Securities Inc.
March 2, 1998
Page 18
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, 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
<PAGE>
Chase Securities Inc.
March 2, 1998
Page 19
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.
(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
<PAGE>
Chase Securities Inc.
March 2, 1998
Page 20
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 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
<PAGE>
Chase Securities Inc.
March 2, 1998
Page 21
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 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
<PAGE>
Chase Securities Inc.
March 2, 1998
Page 22
thereof; but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party otherwise than
under this Section 9 unless the indemnifying party is materially prejudiced
thereby. In case any such action is brought against any indemnified party, and
it notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to appoint counsel satisfactory to such indemnified party
to represent the indemnified party in such action; provided, however, that, if
-------- -------
the defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to defend such action on behalf of such indemnified
party or parties. Upon receipt of notice from the indemnifying party to such
indemnified party of its election so to appoint counsel to defend such action
and approval by the indemnified party of such counsel, the indemnifying party
will not be liable to such indemnified party under this Section 9 for any legal
or other expenses subsequently incurred by such indemnified party in connection
with the defense thereof unless (i) the indemnified party shall have employed
separate counsel in accordance with the proviso to the next preceding sentence
(it being understood, however, that the indemnifying party shall not be liable
for the expenses of more than one separate counsel, approved by the
Underwriter(s) being indemnified in the case of paragraph (a) of this Section 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,
<PAGE>
Chase Securities Inc.
March 2, 1998
Page 23
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 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. 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 11. 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.,
<PAGE>
Chase Securities Inc.
March 2, 1998
Page 24
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 12. Miscellaneous. This Agreement is to be governed by, and
-------------
construed in accordance with, the laws of the State of New York; it may be
executed in two or more counterparts, each of which when so executed and
delivered shall be an original, but all of which together shall constitute one
and the same instrument. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns and
the officers and directors and controlling persons referred to in Section 9
hereof, and no other person shall have any right or obligation hereunder. This
Agreement supersedes all prior agreements and understandings between the parties
relating to the subject matter hereof, other than those contained in the Terms
Agreement executed in connection herewith. Neither this Agreement nor any term
hereof may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against whom enforcement of the
change, waiver, discharge or termination is sought. The headings in this
Agreement are for purposes of reference only and shall not limit or otherwise
affect the meaning hereof.
Section 13. 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 1998-2
CLASS B FLOATING RATE ASSET BACKED CERTIFICATES, SERIES 1998-2
TERMS AGREEMENT
---------------
Dated: March 2, 1998
To: Chase Manhattan Bank USA, National Association
Re: Underwriting Agreement dated March 2, 1998
Series Designation: Series 1998-2
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 $800,000,000 Federal 100.00%
Funds
+ 0.24%
Class B $ 66,666,000 LIBOR + 0.25% 100.00%
(1) Plus accrued interest at the applicable rate from March 9, 1998.
Interest Payment Dates: Class A: the 15th day of each May, August, November and
- ----------------------
February (or if such 15th day is not a business day the next succeeding business
day), commencing May 15, 1998.
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 April 15, 1998.
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: Credit Lyonnais New York Branch
- ---------------------------
Trustee: The Bank of New York
- -------
Pooling and Servicing Agreement: The Second Amended and Restated Pooling and
- -------------------------------
Servicing Agreement, dated as of September 1, 1996, between Chase Manhattan Bank
USA, National Association, as Transferor on and after June 1, 1996, The Chase
Manhattan Bank, as Transferor prior to June 1, 1996 and as Servicer, and The
Bank of New York, as Trustee, on behalf of the Certificateholders of Chase
Credit Card Master Trust.
Supplement: Series 1998-2 Supplement, dated as of March 9, 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 1998-2
Certificateholders
Purchase Price:
- --------------
The purchase price payable by the Underwriter for the Certificates
covered by this Agreement will be the following percentage of the principal
amounts to be issued:
Per Class A Certificate: 99.775%
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:
A-2
<PAGE>
Underwriting
Discounts Selling
Class and Concessions Concessions Reallowance
----- ---------------- ------------ ------------
Class A .225% .175% .125%
Class B .275% .200% .150%
Closing Date: March 9, 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.
- -------------------------------------------
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: Christopher D. Davis
Title: Vice President
Accepted:
CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION
By: /s/ Keith Schuck
---------------------------
Name: Keith Schuck
Title: Vice President
A-4
<PAGE>
SCHEDULE I
T0 EXHIBIT A TO EXHIBIT 4.1
UNDERWRITERS
$800,000,000 Principal Amount of Class A Floating Rate Asset Backed
Certificates, Series 1998-2
Principal Amount
----------------
Chase Securities Inc. $200,000,000
Bear Stearns 200,000,000
Lehman Brothers Inc. 200,000,000
Morgan Stanley & Co. Inc. 200,000,000
------------
Total $800,000,000
$66,666,000 Principal Amount of Class B Floating Rate Asset Backed Certificates,
Series 1998-2
Principal Amount
----------------
Chase Securities Inc. $66,666,000
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 1998-2 Certificateholders
___________________________________
Series 1998-2 SUPPLEMENT
Dated as of March 9, 1998
to
SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1996
___________________________________
CHASE CREDIT CARD MASTER TRUST
Series 1998-2
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
Page
----
SECTION 1. Designation..............................................1
SECTION 2. Definitions..............................................2
SECTION 3. Servicing Compensation and Assignment of Interchange... 19
SECTION 4. Reassignment and Transfer Terms........................ 21
SECTION 5. Delivery and Payment for the Investor Certificates..... 21
SECTION 6. Depository; Form of Delivery of Investor Certificates.. 22
SECTION 7. Article IV of Agreement................................ 22
SECTION 4.4 Rights of Certificateholders and the Collateral Interest
Holder.............................................. 22
SECTION 4.5 Allocations............................................ 22
SECTION 4.6 Determination of Monthly Interest...................... 26
SECTION 4.7 Determination of Monthly Principal..................... 28
SECTION 4.8 Coverage of Required Amount............................ 29
SECTION 4.9 Monthly Payments....................................... 30
SECTION 4.10 Investor Charge-Offs................................... 34
SECTION 4.11 Excess Spread.......................................... 36
SECTION 4.12 Reallocated Principal Collections...................... 37
SECTION 4.13 Shared Principal Collections........................... 38
SECTION 4.14 Principal Funding Account.............................. 39
SECTION 4.15 Reserve Account........................................ 40
SECTION 4.16 Determination of LIBOR................................. 42
SECTION 4.17 Determination of Federal Funds Rate....................
SECTION 4.18 Transferor's or Servicer's Failure to Make a Deposit or
Payment............................................. 43
SECTION 4.19 Interest Funding Account............................... 44
SECTION 8. Article V of the Agreement............................. 43
SECTION 5.1 Distributions.......................................... 43
SECTION 5.2 Monthly Series 1998-2 Certificateholders' Statement.... 44
SECTION 9. Series 1998-2 Pay Out Events........................... 46
SECTION 10. Issuance of Additional Certificates.................... 48
SECTION 11. Series 1998-2 Termination.............................. 49
SECTION 12. Counterparts........................................... 49
<PAGE>
SECTION 13. Governing Law.......................................... 49
SECTION 14. No Petition............................................ 49
SECTION 15. Tax Representation and Covenant........................ 50
SECTION 16. Amendment to Agreement................................. 50
EXHIBITS
EXHIBIT A-1 Form of Class A Certificate
EXHIBIT A-2 Form of Class B Certificate
EXHIBIT B Form of Monthly Payment Instructions
and Notification to the Trustee
EXHIBIT C Form of Monthly Series 1998-2
Certificateholders' Statement
SCHEDULE I Schedule to Exhibit C of the Pooling and Servicing
Agreement with respect to the Investor
Certificates
<PAGE>
Series 1998-2 SUPPLEMENT, dated as of March 9, 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 1998-2 Certificates." The two classes shall
be desig nated the Class A Floating Rate Asset Backed Certificates, Series 1998-
2 (the "Class A Certificates") and the Class B Floating Rate Asset Backed
Certificates, Series 1998-2 (the "Class B Certificates"). The Class A
Certificates and the Class B Certificates shall be substantially in the form of
Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created
a third Class of an uncertificated interest in the Trust which shall be deemed
to be an "Investor Certificate" for all purposes under the Agreement and this
Series Supplement, except as expressly provided herein, and which shall be known
as the Collateral Interest, Series 1998-2 (the "Collateral Interest").
(b) Series 1998-2 shall be included in Group One (as defined below).
Series 1998-2 shall not be subordinated to any other Series.
(c) The Collateral Interest Holder, as holder of an "Investor
Certificate" under the Agreement, shall be entitled to the benefits of the
Agreement and this Series Supplement upon payment by the Collateral Interest
Holder of amounts owing on the Closing Date pursuant to the Loan Agreement.
Notwithstanding the foregoing, except as expressly provided herein, (i) the
provisions of Article VI and Article XII of the Agreement relating to the
registration, authentication, delivery, presentation, cancellation and surrender
of Registered Certificates shall not be
<PAGE>
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 1998-2) which are not expected to be in their revolving periods, and (c)
the initial investor interests (or other amounts specified in the applicable
Supplement) of all other outstanding Series which are not allocating Shared
Principal Collections to other Series and are in their revolving periods.
"Accumulation Period Length" shall have the meaning assigned such term
--------------------------
in subsection 4.9(i).
"Accumulation Shortfall" shall initially mean zero and shall
----------------------
thereafter mean, with respect to any Monthly Period during the Controlled
Accumulation Period, the excess, if any, of the Controlled Deposit Amount for
the previous Monthly Period over the amount deposited into the Principal Funding
Account pursuant to subsection 4.9(e)(i) with respect to the Class A
Certificates for the previous Monthly Period.
2
<PAGE>
"Additional Certificate Date" shall have the meaning assigned such
---------------------------
term in subsection 10(a).
"Additional Certificates" shall have the meaning assigned such term in
-----------------------
subsection 10(a).
"Adjusted Investor Interest" shall mean, with respect to any date of
-------------------------
determination, an amount equal to the sum of (a) the Class A Adjusted Investor
Interest and (b) the Class B Investor Interest and (c) the Collateral Interest.
"Aggregate Investor Default Amount" shall mean, with respect to any
---------------------------------
Monthly Period, the sum of the Investor Default Amounts in respect of such
Monthly Period.
"Available Investor Principal Collections" shall mean with respect to
----------------------------------------
any Monthly Period, an amount equal to (a) the Investor Principal Collections
for such Monthly Period, minus (b) the amount of Reallocated Collateral
-----
Principal Collections and Reallocated Class B Principal Collections with respect
to such Monthly Period which pursuant to Section 4.12 are required to fund the
Class A Required Amount and the Class B Required Amount, plus (c) the amount of
----
Shared Principal Collections that are allocated to Series 1998-2 in accordance
with subsection 4.13(b).
"Available Reserve Account Amount" shall mean, with respect to any
--------------------------------
Transfer Date, the lesser of (a) the amount on deposit in the Reserve Account on
such date (after taking into account any interest and earnings retained in the
Reserve Account pursuant to subsection 4.15(b) on such date, but before giving
effect to any deposit made or to be made pursuant to subsection 4.11(i) to the
Reserve Account on such date) and (b) the Required Reserve Account Amount.
"Base Rate" shall mean, with respect to any Monthly Period, the
---------
annualized percentage equivalent of a fraction, the numerator of which is equal
to the sum of the Class A Monthly Interest, the Class B Monthly Interest, the
Collateral Monthly Interest, each for the related Interest Period, and the
Investor Servicing Fee with respect to such Monthly Period and the denominator
of which is the Investor Interest as of the close of business on the last day of
such Monthly Period.
"Class A Additional Interest" shall have the meaning specified in
---------------------------
Section 4.6(a).
"Class A Adjusted Investor Interest" shall mean, with respect to any
----------------------------------
date of determination, an amount equal to the Class A Investor Interest minus
-----
the Principal Funding Account Balance on such date of determination.
3
<PAGE>
"Class A Available Funds" shall mean, with respect to any Monthly
-----------------------
Period, an amount equal to the sum of (a) the Class A Floating Allocation of the
Collections of Finance Charge Receivables allocated to the Investor Certificates
and deposited in the Finance Charge Account for such Monthly Period (or to be
deposited in the Finance Charge Account on the related Transfer Date with
respect to the preceding Monthly Period pursuant to the third paragraph of
subsection 4.3(a) and Section 2.8 of the Agreement and subsection 3(b) of this
Series Supplement), excluding the portion of Collections of Finance Charge
Receivables attributable to Servicer Interchange, (b) the Interest Funding
Investment Proceeds, if any, with respect to the related Transfer Date, (c) 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 (d) 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
------------------------
April 14, 1998 and, with respect to each Interest Period thereafter, a per annum
rate equal to the sum of each day's Federal Funds Rate during the applicable
Interest Period divided by the number of days in such Interest Period, plus
0.24% per annum.
"Class A Certificateholder" shall mean the Person in
-------------------------
whose name a Class A Certificate is registered in the Certificate Register.
"Class A Certificates" shall mean any of the certificates executed by
--------------------
the Transferor and authenticated by or on
behalf of the Trustee, substantially in the form of Exhibit A-1 hereto.
"Class A Deficiency Amount" shall have the meaning specified in
-------------------------
subsection 4.6(a).
"Class A Fixed Allocation" shall mean, with respect to any Monthly
------------------------
Period following the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Class A Investor Interest as of the close of business on the last day of the
Revolving Period and the denominator of which is equal to the Investor Interest
as of the close of business on the last day of the Revolving Period.
"Class A Floating Allocation" shall mean, with respect to any Monthly
---------------------------
Period, the percentage equivalent (which percent -
4
<PAGE>
age 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 $800,000,000.
"Class A Interest Payment Date" shall mean May 15, 1998 and the
-----------------------------
fifteenth day of each August, November, February and May thereafter, or if such
fifteenth day is not a Business Day, the next succeeding Business Day; provided,
--------
however, that upon the commencement of the Rapid Amortization Period, "Class A
- -------
Interest Payment Date" shall mean each Distribution Date.
"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).
5
<PAGE>
"Class A Monthly Principal" shall mean the monthly principal
-------------------------
distributable in respect of the Class A Certificates as calculated in accordance
with subsection 4.7(a).
"Class A Required Amount" shall have the meaning specified in
-----------------------
subsection 4.8(a).
"Class A Scheduled Payment Date" shall mean the February 2001
------------------------------
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
------------------------
April 14, 1998 and with respect to each Interest Period thereafter, a per annum
rate equal to 0.25% 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
6
<PAGE>
Interest as of the close of business on the last day of the Revolving Period.
"Class B Floating Allocation" shall mean, with respect to any Monthly
---------------------------
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is the Class B Investor Interest as of the
close of business on the last day of the preceding Monthly Period and the
denominator of which is equal to the Adjusted Investor Interest as of the close
of business on such day; provided, however, that, 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 $66,666,000.
"Class B Investor Allocation" shall mean, with respect to any Monthly
---------------------------
Period, (a) with respect to Default Amounts and Finance Charge Receivables at
any time or Principal Receivables during the Revolving Period, the Class B
Floating Allocation, and (b) with respect to Principal Receivables during the
Controlled Accumulation Period or Rapid Amortization Period, the Class B Fixed
Allocation.
"Class B Investor Charge-Offs" shall have the meaning specified in
----------------------------
subsection 4.10(b).
"Class B Investor Default Amount" shall mean, with respect to each
-------------------------------
Transfer Date, an amount equal to the product of (a) the Aggregate Investor
Default Amount for the related Monthly Period and (b) the Class B Floating
Allocation applicable for the related Monthly Period.
"Class B Investor Interest" shall mean, on any date of determination,
-------------------------
an amount equal to (a) the Class B Initial Investor Interest, minus (b) the
-----
aggregate amount of principal payments made to Class B Certificateholders prior
to such date, minus (c) the aggregate amount of Class B Investor Charge-Offs for
-----
all prior Transfer Dates pursuant to subsection 4.10(b), minus (d) the amount of
-----
the Reallocated Class B Principal Collections allocated pursuant to subsection
4.12(a) on all prior Transfer Dates for which the Collateral Interest has not
been reduced, minus (e) an amount equal to the amount by which the Class B
-----
Investor Interest has been reduced on all prior Transfer Dates pursuant to
subsection 4.10(a) and plus (f) the aggregate amount of Excess Spread allocated
----
and available on all prior Transfer Dates pursuant to subsection 4.11(d), for
the purpose of reimbursing amounts deducted pursuant to the foregoing clauses
7
<PAGE>
(c), (d) and (e); provided, however, that the Class B Investor Interest may not
-------- -------
be reduced below zero.
"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 March 2001
------------------------------
Distribution Date.
"Class B Servicing Fee" shall have the meaning specified in subsection
---------------------
3(a) hereof.
"Closing Date" shall mean March 9, 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 specified in
----------------------
subsection 4.10(c).
"Collateral Default Amount" shall mean, with respect to any Transfer
-------------------------
Date, an amount equal to the product of (a) the Aggregate Investor Default
Amount for the related Monthly Period and (b) the Collateral Floating Allocation
applicable for the related Monthly Period.
8
<PAGE>
"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 $85,714,953.
"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).
9
<PAGE>
"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.
"Composite Quotations" shall mean the daily statistical release
--------------------
designated as "Composite Quotations for U.S. Government Securities" published by
the Federal Reserve Bank of New York (or such other release as may replace
Composite Quotations).
"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, $66,666,667; 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 January 31, 2000 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 1998-2 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).
10
<PAGE>
"Credit Enhancement" shall mean (a) with respect to the Class A
------------------
Certificates, the subordination of the Class B Certificates and the Collateral
Interest, and (b) with respect to the Class B Certificates, the subordination of
the Collateral Interest.
"Credit Enhancement Provider" shall mean the Collateral Interest
---------------------------
Holder.
"Cumulative Series Principal Shortfall" shall mean the sum of the
-------------------------------------
Series Principal Shortfalls (as such term is defined in each of the related
Series Supplements) for each Series.
"Daily Principal Shortfall" shall mean, on any date of determination,
-------------------------
the excess of the Monthly Principal Payment for the Monthly Period relating to
such date over the month to date amount of Collections processed in respect of
Principal Receivables for such Monthly Period allocable to investor certificates
of all outstanding Series, not subject to reallocation, which are on deposit or
to be deposited in the Principal Account on such date.
"Deficiency Amount" shall mean, at any time of determination, the sum
-----------------
of the Class A Deficiency Amount and the Class B Deficiency Amount.
"Distribution Date" shall mean April 15, 1998 and the fifteenth day of
-----------------
each calendar month thereafter, or if such fifteenth day is not a Business Day,
the next succeeding Business Day.
"Excess Principal Funding Investment Proceeds" shall mean, with
--------------------------------------------
respect to each Transfer Date relating to the Controlled Accumulation Period,
the amount, if any, by which the Principal Funding Investment Proceeds for such
Transfer Date exceed the Covered Amount determined on such Transfer Date.
"Excess Spread" shall mean, with respect to any Transfer Date, the sum
-------------
of the amounts with respect to such Transfer Date, if any, specified pursuant to
subsections 4.9(a)(iv), 4.9(b)(iii) and 4.9(c)(ii).
"Federal Funds Determination Date" shall mean the Business Day
--------------------------------
immediately preceding each Federal Funds Reset Date.
"Federal Funds Rate" shall have the meaning specified in subsection
------------------
4.17(a).
"Federal Funds Reset Date" shall mean each Business Day other than the
------------------------
last Business Day of each Interest Period.
11
<PAGE>
"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 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
12
<PAGE>
numerators used to calculate the Investor Percentages (as such term is defined
in the Agreement) for allocations with respect to Finance Charge Receivables,
Default Amounts or Principal Receivables, as applicable, for all outstanding
Series on such date of determination; provided, however, that with respect to
-------- -------
any Monthly Period in which an Addition Date occurs or in which a Removal Date
occurs, the amount determined pursuant to clause (a)(i) hereof shall be the sum
of (A) the aggregate amount of Principal Receivables in the Trust as of the
close of business on the last day of the prior Monthly Period for the period
from and including the first day of such Monthly Period to but excluding the
related Addition Date or Removal Date and (B) the aggregate amount of Principal
Receivables in the Trust as of the beginning of the day on the related Addition
Date or Removal Date after adjusting for the aggregate amount of Principal
Receivables added to or removed from the Trust on the related Addition Date or
Removal Date, for the period from and including the related Addition Date or
Removal Date to and including the last day of such Monthly Period.
"Group One" shall mean Series 1998-2 and each other Series specified
---------
in the related Supplement to be included in Group One.
"H.15(519)" shall mean the daily statistical release designated as
---------such, published by the Board of Governors of the Federal
Reserve System (or such other release which may replace H.15(519)).
"Initial Investor Interest" shall mean $952,380,953; provided,
------------------------- --------
however, that following the issuance of any Additional Certificates pursuant to
- -------
Section 10 hereof, "Initial Investor Interest" shall mean the sum of
$952,380,953 and the initial investor interest of such Additional Certificates.
"Interest Funding Account" shall have the meaning set forth in
------------------------
subsection 4.19(a).
"Interest Funding Account Balance" shall mean, with respect to any
--------------------------------
date of determination, the principal amount, if any, on deposit in the Interest
Funding Account on such date of determination.
"Interest Funding Investment Proceeds" shall mean, with respect to
------------------------------------
each Transfer Date, the investment earnings on funds in the Interest 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.
"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
13
<PAGE>
Date, except that the initial Interest Period shall be the period from and
including the Closing Date through the day preceding the initial Distribution
Date.
"Investor Certificateholder" shall mean (a) with respect to the Class
--------------------------
A Certificates, the holder of record of a Class A Certificate, (b) with respect
to the Class B Certificates, the holder of record of a Class B Certificate and
(c) with respect to the Collateral Interest, the Collateral Interest Holder.
"Investor Certificates" shall mean the Class A Certificates, the Class
---------------------
B Certificates and the Collateral Interest.
"Investor Default Amount" shall mean, with respect to any Receivable
-----------------------
in a Defaulted Account, an amount equal to the product of (a) the Default Amount
and (b) the Floating Investor Percentage on the day such Account became a
Defaulted Account.
"Investor Interest" shall mean, on any date of determination, an
-----------------
amount equal to the sum of (a) the Class A Investor Interest, (b) the Class B
Investor Interest and (c) the Collateral Interest, each as of such date.
"Investor Percentage" shall mean for any Monthly Period, (a) with
-------------------
respect to 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.
"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.
14
<PAGE>
"LIBOR Determination Date" shall mean March 5, 1998 for the period
------------------------
from the Closing Date through April 14, 1998, 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 March
31, 1998.
"Monthly Principal Payment" shall mean with respect to any Monthly
-------------------------
Period, for all Series (including Series 1998-2) which are in an Amortization
Period or Accumulation Period (as such terms are defined in the related
Supplements for all Series), the sum of (a) the Controlled Distribution Amount
for the related Transfer Date for any Series in its Controlled Amortization
Period (as such terms are defined in the related Supplements for all Series),
(b) the Controlled Deposit Amount for the related Transfer Date for any Series
in its Accumulation Period, other than its Rapid Accumulation Period, if
applicable (as such terms are defined in the related Supplements for all
Series), (c) the Investor Interest as of the end of the prior Monthly Period
taking into effect any payments to be made on the following Distribution Date
for any Series in its Principal Amortization Period or Rapid Amortization Period
(as such terms are defined in the related Supplements for all Series), (d) the
Adjusted Investor Interest as of the end of the prior Monthly Period taking into
effect any payments or deposits to be made on the following Transfer Date and
Distribution Date for any Series in its Rapid Accumulation Period (as such terms
are defined in the related Supplements for all Series), (e) the excess of the
Collateral Interest as of the Transfer Date occurring in such Monthly Period
over the Required Collateral Interest for the related Transfer 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
15
<PAGE>
Section 9.1 or a Series 1998-2 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 and Interest Funding Investment Proceeds deposited into the
Finance Charge Account on the Transfer Date related to such Monthly Period and
(c) the amount of the Reserve Draw Amount (up to the Available Reserve Account
Amount) plus any amounts of interest and earnings described in subsections
4.15(b) and (d), each deposited into the Finance Charge Account on the Transfer
Date relating to such Monthly Period, such sum to be calculated on a cash basis
after subtracting the Aggregate Investor Default Amount for such Monthly Period,
and the denominator of which is the Investor Interest as of the close of
business on the last day of such Monthly Period.
"Principal Funding Account" shall have the meaning set forth in
-------------------------
subsection 4.14(a).
"Principal Funding Account Balance" shall mean, with respect to any
---------------------------------
date of determination, the principal amount, if any, on deposit in the Principal
Funding Account on such date of determination.
"Principal Funding Investment Proceeds" shall mean, with respect to
-------------------------------------
each Transfer Date, the investment earnings on funds in the Principal Funding
Account (net of investment expenses and losses) for the period from and
including the immediately preceding Transfer Date to but excluding such Transfer
Date.
"Principal Funding Investment Shortfall" shall mean, with respect to
--------------------------------------
each Transfer Date relating to the Controlled Accumulation Period, the amount,
if any, by which the Principal Funding Investment Proceeds for such Transfer
Date are less than the Covered Amount determined as of such Transfer Date.
"Principal Payment Rate" shall mean, with respect to any Monthly
----------------------
Period, the percentage equivalent of a fraction the numerator of which is an
amount equal to the deemed payments of Principal Receivables processed during
such Monthly Period and the denominator of which is an amount equal to the
aggregate
16
<PAGE>
amount of Principal Receivables in the Trust determined as of the close of
business on the last day of the prior Monthly Period.
"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 1998-2 Termination Date and (b) the termination of the Trust
pursuant to Section 12.1.
"Rating Agency" shall mean Moody's, Standard & Poor's and Fitch.
-------------
"Reallocated Class B Principal Collections" shall mean, with respect
-----------------------------------------
to any Transfer Date, Collections of Principal Receivables applied in accordance
with subsection 4.12(a) in an amount not to exceed the product of (a) the Class
B Investor Allocation with respect to the Monthly Period relating to such
Transfer Date and (b) the Investor Percentage with respect to the Monthly Period
relating to such Transfer Date and (c) the amount of Collections of Principal
Receivables with respect to the Monthly Period relating to such Transfer Date;
provided however, that such amount shall not exceed the Class B Investor
- -------- -------
Interest after giving effect to any Class B Investor Charge-Offs for such
Transfer Date.
"Reallocated Collateral Principal Collections" shall mean, with
--------------------------------------------
respect to any Transfer Date, Collections of Principal Receivables applied in
accordance with subsections 4.12(a) and (b) in an amount not to exceed the
product of (a) the Collateral Allocation with respect to the Monthly Period
relating to such Transfer Date and (b) the Investor Percentage with respect to
the Monthly Period relating to such Transfer Date and (c) the amount
of Collections of Principal Receivables with respect to the Monthly Period
relating to such Transfer Date; provided however, that such amount shall not
-------- -------
exceed the Collateral Interest after giving effect to any Collateral Charge-Offs
for such Transfer Date.
"Reallocated Principal Collections" shall mean the sum of (a)
---------------------------------
Reallocated Class B Principal Collections and (b) Reallocated Collateral
Principal Collections.
"Reference Banks" shall mean four major banks in the London interbank
---------------
market selected by the Servicer.
"Required Accumulation Factor Number" shall be equal to a fraction,
-----------------------------------
rounded upwards to the nearest whole number, the numerator of which is one and
the denominator of which is equal to the lowest monthly principal payment rate
on the Accounts, expressed as a decimal, for the 12 months preceding the date of
such calculation.
17
<PAGE>
"Required Collateral Interest" shall mean (a) initially, $85,714,953
----------------------------
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 $28,571,429;
provided, however, that (x) if either (i) there is a reduction in the Collateral
- -------- -------
Interest pursuant to clause (c), (d) or (e) of the definition of such term or
(ii) a Pay Out Event with respect to the Investor Certificates has occurred, the
Required Collateral Interest for any Transfer Date shall equal the Required
Collateral Interest for the Transfer Date immediately preceding such reduction
or Pay Out Event, (y) in no event shall the Required Collateral Interest exceed
the sum of the outstanding principal amounts of (i) the Class A Certificates and
(ii) the Class B Certificates, each as of the last day of the Monthly Period
preceding such Transfer Date after taking into account the payments to be made
on the related Distribution Date and (z) the Required Collateral Interest may be
reduced at the Transferor's option at any time if the Transferor, the Servicer,
the Collateral Interest Holder and the Trustee have been provided evidence that
the Rating Agency Condition shall have been satisfied with respect to such
reduction.
"Required Reserve Account Amount" shall mean, with respect to any
-------------------------------
Transfer Date on or after the Reserve Account Funding Date, an amount equal to
(a) 0.50% of the outstanding principal balance of the Class A Certificates or
(b) any other amount designated by the Transferor; provided, however, that if
-------- -------
such designation is of a lesser amount, the Transferor shall (i) provide the
Servicer, the Collateral Interest Holder and the Trustee with evidence that the
Rating Agency Condition shall have been satisfied and (ii) deliver to the
Trustee a certificate of an authorized officer to the effect that, based on the
facts known to such officer at such time, in the reasonable belief of the
Transferor, such designation will not cause a Pay Out Event or an event that,
after the giving of notice or the lapse of time, would cause a Pay Out Event to
occur with respect to Series 1998-2.
"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
18
<PAGE>
the Transfer Date with respect to the Monthly Period which commences 12 months
prior to the commencement of the Controlled Accumulation Period; (c) the first
Transfer Date for which the Portfolio Adjusted Yield is less than 3%, but in
such event the Reserve Account Funding Date shall not be required to occur
earlier than the Transfer Date with respect to the Monthly Period which
commences six months prior to the commencement of the Controlled Accumulation
Period; and (d) the first Transfer Date for which the Portfolio Adjusted Yield
is less than 4%, but in such event the Reserve Account Funding Date shall not be
required to occur earlier than the Transfer Date with respect to the Monthly
Period which commences four months prior to the commencement of the Controlled
Accumulation Period.
"Reserve Account Surplus" shall mean, as of any Transfer Date
-----------------------
following the Reserve Account Funding Date, the amount, if any, by which the
amount on deposit in the Reserve Account exceeds the Required Reserve Account
Amount.
"Reserve Draw Amount" shall have the meaning specified in subsection
-------------------
4.15(c).
"Revolving Period" shall mean the period from and including the
----------------
Closing Date to, but not including, the earlier of (a) the day the Controlled
Accumulation Period commences and (b) the Pay Out Commencement Date.
"Series 1998-2" shall mean the Series of the Chase Credit Card Master
-------------
Trust represented by the Investor Certificates.
"Series 1998-2 Certificateholders" shall mean the holder of record of
--------------------------------
a Series 1998-2 Certificate.
"Series 1998-2 Certificates" shall mean the Class A Certificates and
--------------------------
the Class B Certificates.
"Series 1998-2 Pay Out Event" shall have the meaning specified in
---------------------------
Section 9 hereof.
"Series 1998-2 Termination Date" shall mean the earliest to occur of
------------------------------
(a) the Distribution Date on which the Investor Interest is paid in full, (b)
the February 2003 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
19
<PAGE>
Transfer Date during the Rapid Amortization Period, the Adjusted Investor
Interest over (b) the Investor Principal Collections minus the Reallocated
Principal Collections for such Transfer Date.
"Series Servicing Fee Percentage" shall mean 2.0%.
-------------------------------
"Servicer Interchange" shall mean, for any Monthly Period, the portion
--------------------
of Collections of Finance Charge Receivables allocated to the Investor
Certificates and deposited in the Finance Charge Account with respect to such
Monthly Period that is attributable to Interchange; provided, however, that
-------- -------
Servicer Interchange for a Monthly Period shall not exceed one-twelfth of the
product of (i) the Adjusted Investor Interest as of the last day of such Monthly
Period and (ii) 1.00%.
"Shared Excess Finance Charge Collections" shall mean, with respect to
----------------------------------------
any Distribution Date, as the context requires, either (x) the amount described
in subsection 4.11(k) allocated to the Series 1998-2 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 1998-2 Certificates.
"Shared Principal Collections" shall mean either (a) the amount
----------------------------
allocated to the Investor Certificates which may be applied to the Series
Principal Shortfall with respect to other outstanding Series or (b) the amounts
allocated to the investor certificates of other Series which the applicable
Supplements for such Series specify are to be treated as "Shared Principal
Collections" and which may be applied to cover the Series Principal Shortfall
with respect to the Investor Certificates.
"Telerate Page 3750" shall mean the display page currently so
------------------
designated on the Dow Jones Telerate Service (or such other page as may replace
that page on that service for the purpose of displaying comparable rates or
prices).
"Unallocated Principal Collections" shall have the meaning specified
---------------------------------
in subsection 4.5(d).
SECTION 3. Servicing Compensation and Assignment of Interchange. (a)
----------------------------------------------------
The share of the Servicing Fee allocable to Series 1998-2 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
20
<PAGE>
shall be equal to the product of (i) a fraction, the numerator of which is the
number of days from and including the Closing Date to and including the last day
of the March 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 withdrawn from the Finance Charge
Account and paid to the Servicer in payment of a portion of the Investor
Servicing Fee with respect to such Monthly Period ("Servicer Interchange").
Should the Servicer Interchange on deposit in the Finance Charge Account on any
Transfer Date with respect to the related Monthly Period be less than one-
twelfth of 1.00% of the Adjusted Investor Interest as of the last day of such
Monthly Period, the Investor Servicing Fee with respect to such Monthly Period
will not be paid to the extent of such insufficiency of Servicer Interchange on
deposit in the Finance Charge Account. The share of the Investor Servicing Fee
allocable to the Class A Investor Interest with respect to any Transfer Date
(the "Class A Servicing Fee") shall be equal to one-twelfth of the product of
(i) the Class A Floating Allocation, (ii) the Net Servicing Fee Rate and (iii)
the Adjusted Investor Interest as of the last day of the Monthly Period
preceding such Transfer Date; provided, however, that with respect to the
-------- -------
first Transfer Date, the Class A Servicing Fee shall be equal to the product of
(i) the Class A Floating Allocation, (ii) a fraction, the numerator of which is
the number of days from and including the Closing Date to and including the last
day of the March 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 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 March 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 Class C Floating Allocation, (ii) a fraction, the numerator
of which is
21
<PAGE>
the number of days from and including the Closing Date to and including the last
day of the March 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.
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 1998-2 Certificates to the
Trustee for authentication in
22
<PAGE>
accordance with Section 6.1. The Trustee shall deliver such Certificates when
authenticated in accordance with Section 6.2.
SECTION 6. Depository; Form of Delivery of Investor Certificates.
-----------------------------------------------------
(a) The Class A Certificates and the Class B Certificates shall be
delivered as Book-Entry Certificates as provided in Sections 6.1 and 6.10.
(b) The Depository for Series 1998-2 shall be The Depository Trust
Company, and the Class A Certificates and Class B Certificates shall be
initially registered in the name of Cede & Co., its nominee.
SECTION 7. Article IV of Agreement. Sections 4.1, 4.2 and 4.3 shall
-----------------------
be read in their entirety as provided in the Agreement. Article IV (except for
Sections 4.1, 4.2 and 4.3 thereof) shall be read in its entirety as follows and
shall be applicable only to the Investor Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.4 Rights of Certificateholders and the Collateral Interest
--------------------------------------------------------
Holder. The Investor Certificates shall represent undivided interests in the
- ------
Trust, consisting of the right to receive, to the extent necessary to make the
required payments with respect to such Investor Certificates at the times and in
the amounts specified in this Agreement, (a) the Floating Investor Percentage
and Fixed Investor Percentage (as applicable from time to time) of Collections
received with respect to the Receivables and (b) funds on deposit in the
Collection Account, the Finance Charge Account, the Excess Funding Account, the
Principal Account, the Principal Funding Account, the Interest Funding Account
(only with respect to the Class A Certificateholders), 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 Interest Funding Account, the Reserve Account or the
Distribution Account, except as specifically provided in this Article IV.
SECTION 4.5 Allocations.
-----------
23
<PAGE>
(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 processed in
respect of Principal Receivables on such Date of Processing; provided,
--------
however, that the amount deposited into the Principal Account pursuant to
-------
this subsection 4.5(a)(iv)(A) shall not exceed the Daily Principal
Shortfall, and (B) pay to the Holder of the Transferor Certificate an
amount equal to the excess, if any, identified in the proviso to clause (A)
above; provided, however, that the amount to be paid to the Holder of the
-------- -------
Transferor Certificate pursuant to this subsection 4.5(a)(iv)(B) with
respect to any Date of Processing shall be paid to the Holder of the
Transferor Certificate only if the Transferor Interest on such Date of
Processing is greater than the Minimum Transferor Interest (after giving
effect to the inclusion in the Trust of all Receivables created on or prior
to such Date of Processing and the application of payments referred to in
24
<PAGE>
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).
(iv) (A) Deposit into the Principal Account an amount equal to the
product of (1) the Class A Investor Allocation on the Date of Processing of
such Collections, (2) the Investor Percentage on the Date of Processing of
such Collections and (3) the aggregate amount of Collections processed in
respect of Principal Receivables on such Date of Processing; provided,
--------
however, that the amount deposited into the Principal Account pursuant to
-------
this subsection 4.5(b)(iv)(A) shall not exceed the Daily Principal
Shortfall, and (B) pay to the Holder of the Transferor Certificate an
amount equal to the excess, if any, identified in the proviso to clause (A)
above; provided, however, that the amount to be paid to the Holder of the
-------- -------
Transferor Certificate pursuant to this subsection 4.5(b)(iv)(B) with
respect to any Date of Processing shall be paid to the Holder of the
Transferor Certificate only if the Transferor Interest on
25
<PAGE>
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 Certificateholders and pay or deposit from the Collection Account the
following amounts as set forth below:
(i) Deposit into the Finance Charge Account an amount equal to the
product of (A) the Investor Percentage on the Date of Processing of such
Collections and (E) the aggregate amount of Collections processed in
respect of Finance Charge Receivables on such Date of Processing to be
applied in accordance with Section 4.9.
(ii) (A) Deposit into the Principal Account an amount equal to the
product of (1) the Investor Percentage on the Date of Processing of such
Collections and (2) the aggregate amount of Collections processed in
respect of Principal Receivables on such Date of Processing; provided,
--------
however, that the amount deposited into the Principal Account pursuant to
-------
this subsection 4.5(c)(ii)(A) shall not exceed the sum of the Investor
Interest as of the close of business on the last day of the prior Monthly
Period (after taking into account any payments to be made on the
Distribution Date relating to such prior Monthly Period and deposits and
any adjustments to be made to the Investor Interest to be made on the
Transfer Date relating to such Monthly Period) and any Reallocated
Principal Collections relating to the Monthly Period in which such deposit
is made and (B) pay to the Holder of the Transferor Certificate an amount
equal to the excess, if any, identified in the proviso to clause (A) above;
provided, however, that the amount to be paid to the Holder of the
-------- -------
Transferor Certificate pursuant to this subsection 4.5(c)(ii)(B) with
respect to any Date of Processing shall be paid to the Holder of the
Transferor Certificate only if the Transferor Interest on such Date of
Processing is greater than the Minimum Transferor Interest (after giving
effect to the inclusion in the Trust of all Receivables created on or prior
to such Date of Processing and the application of payments referred to in
subsection 4.3(b)) and otherwise shall be deposited into the Excess Funding
Account.
(d) Limitation on Required Deposits. With respect to the Investor
-------------------------------
Certificates, and notwithstanding anything in the
26
<PAGE>
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 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 with respect to the Class A
Certificates for any Interest Period shall be an amount equal to the product of
(i)(A) a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (B) the Class
-----
A Certificate Rate in effect with respect to the related Interest Period, and
(ii) the outstanding principal balance of the Class A Certificates determined as
of the close of business on the Distribution Date preceding the related Transfer
Date (after giving effect to all of the transactions occurring on such date)
(the "Class A Monthly Interest"); provided, however, that 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 April 14, 1998;
provided, further, that in addition
- -------- -------
27
<PAGE>
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
period from and including the preceding Class A Interest Payment Date to but
excluding the next succeeding Class A Interest Payment Date 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 as of the prior Class A Interest Payment Date, after
giving effect to all transactions occurring on such date (or the portion thereof
which has not theretofore been deposited in the Interest Funding Account or paid
to Class A Certificateholders) (such product, the "Class A Additional Interest")
less any amounts previously paid or deposited in the Interest Funding Account
with respect to such 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 Interest
Funding Account or the Distribution Account, as applicable, with respect
thereto.
(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 through April 14, 1998; 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 Deficien-
28
<PAGE>
cy 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% in
excess of LIBOR as determined on the related LIBOR Determination Date.
SECTION 4.7 Determination of Monthly Principal.
----------------------------------
(a) The amount of monthly principal distributable from the Principal
Account with respect to the Class A Certificates on each Transfer Date ("Class A
Monthly Principal"), beginning with the Transfer Date in the month following the
month in which the Controlled Accumulation Period or, if earlier, the Rapid
Amortization Period, begins, shall be equal to the least of (i) the Available
Investor Principal Collections on deposit in the Principal Account with respect
to such Transfer Date, (ii) for each Transfer Date with respect to the
Controlled Accumulation Period prior to the Class A Scheduled Payment Date, the
Controlled Deposit Amount for such Transfer Date and (iii) the Class A Adjusted
Investor Interest on such Transfer Date prior to any deposit into the Principal
Funding Account to be made on such day.
(b) The amount of monthly principal distributable from the Principal
Account with respect to the Class B Certificates on each Transfer Date (the
"Class B Monthly Principal"), for the Controlled Accumulation Period, beginning
with the Transfer Date following the Monthly Period in which the Class A
Investor Interest has been paid in full, and during the Rapid Amortization
Period, beginning with the Transfer Date immediately preceding the Distribution
Date on which the Class A Investor Interest has been paid in full, shall be an
amount equal to the lesser of (i) the Available Investor Principal Collections
on deposit in the Principal Account with respect to such Transfer Date (minus
the portion of such Available Investor Principal Collections applied to Class A
Monthly Principal on such Transfer Date) and (ii) the Class B Investor Interest
(after taking into account any adjust-
29
<PAGE>
ments 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.
(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
30
<PAGE>
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 1998-2 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 1998-2 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
1998-2 available to fund the Class B Required Amount pursuant to subsection
4.11(c), the Collections of Principal Receivables allocable to the Collateral
Interest (after application to the Class A Required Amount) shall be
applied as specified in Section 4.12; provided, however, that the sum of any
-------- -------
payments pursuant to this paragraph shall not exceed the sum of the Class A
Required Amount and Class B Required Amount.
SECTION 4.9 Monthly Payments. On or before each Transfer Date, the
----------------
Servicer shall instruct the Trustee in writing (which writing shall be
substantially in the form of Exhibit B hereto) to withdraw and the Trustee,
acting in accordance with such instructions, shall withdraw on such Transfer
Date or the related Distribution Date, as applicable, to the extent of available
funds, the amounts required to be withdrawn from the Finance Charge Account, the
Principal Account, the Principal Funding Account, the Interest Funding Account
(only with respect to Class A Certificates) 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, less amounts previously deposited in the Interest Funding Account or
the Distribution Account, if any, with respect to such Class A Additional
Interest, shall (x) during the Revolving Period and the Controlled
Accumulation Period, be deposited
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<PAGE>
by the Servicer or the Trustee into the Interest Funding Account for
distribution to Class A Certificateholders on the next succeeding Class A
Interest Payment Date or (y) during the Rapid Amortization Period, 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.
(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
32
<PAGE>
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 1998-2;
and
(iii) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections for such Transfer Date over (B) the
applications specified in subsections 4.9(d)(i) and (ii) above shall be
paid to the Holder of the Transferor Certificate; provided, however, that
-------- -------
the amount to be paid to the Holder of the Transferor Certificate pursuant
to this subsection 4.9(d)(iii) with respect to such Transfer Date shall be
paid to the Holder of the Transferor Certificate only if the Transferor
Interest on such Date of Processing is greater than the Minimum Transferor
Interest (after giving effect to the inclusion in the Trust of all
Receivables created on or prior to such Transfer Date and the application
of payments referred to in subsection 4.3(b)) and otherwise deposited into
the Excess Funding Account.
(e) During the Controlled Accumulation Period or the Rapid
Amortization Period, an amount equal to the Available Investor Principal
Collections deposited into the Principal Account for the related Monthly Period
shall be distributed on each Transfer Date in the following priority:
33
<PAGE>
(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 1998-2 Termination Date, in which case on
the Series 1998-2 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 1998-2; and
(v) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections over (B) the applications specified in
subsections 4.9(e)(i) through (iv) above shall be paid to the Holder of the
Transferor Certificate; provided, however, that the amount to be paid to
-------- -------
the Holder of the Transferor Certificate pursuant to this subsection
4.9(e)(v) with respect to such Transfer Date shall be paid to the Holder of
the Transferor Certificate only if the Transferor Interest on such Date of
Processing is greater than the Minimum Transferor Interest (after giving
effect to the inclusion in the Trust of all Receivables created on or prior
to such Transfer Date and the application of payments referred to in
subsection 4.3(b)) and otherwise shall be deposited into the Excess Funding
Account.
(f) on the earlier to occur of (i) the first Transfer Date with
respect to the Rapid Amortization Period and (ii) the Transfer Date immediately
preceding the Class A Scheduled Payment Date, the Trustee, acting in accordance
with instructions from the Servicer, shall withdraw from the Principal Funding
Account
34
<PAGE>
and deposit in the Distribution Account the amount on deposit in the Principal
Funding Account.
(g) The Trustee shall (i) on each Class A Interest Payment Date, pay
in accordance with subsection 5.1(a) to the Class A Certificateholders, the
amount deposited into the Distribution Account on the preceding Transfer Date
pursuant to subsection 4.19(c)(i) during the Revolving Period and the Controlled
Accumulation Period and pursuant to subsections 4.9(a)(i), 4.11(a) and 4.12(a)
during the Rapid Amortization Period and (ii) on each Distribution Date pay 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 January 31, 2000; provided, however, that, if the
-------- -------
Accumulation Period Length (determined as described below) is less than 12
months, the date on which the Controlled Accumulation Period actually commences
will be delayed to the first Business Day of the month that is the number of
whole months prior to the Class A Scheduled Payment Date at least equal to the
Accumulation Period Length and, as a result, the number of Monthly Periods in
the Controlled Accumulation Period will at least equal the Accumulation Period
Length. On the November 1999 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
35
<PAGE>
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; provided, further that for any Monthly Period prior
-------- -------
to the commencement of the Controlled Accumulation Period and following the June
2000 Monthly Period if the average of the Principal Payment Rates for such
Monthly Period and the preceding Monthly Period is less than 8.5% then the
Accumulation Period Length shall equal the number of whole months remaining
prior to the Class A Scheduled Payment Date.
Notwithstanding anything in this Section 4.9 to the contrary, if (x) the Rating
Agency Condition shall have been satisfied, (y) The Chase Manhattan Bank shall
remain the Servicer hereunder and (z) either (a)(i) the Servicer provides to the
Trustee a letter of credit covering risk collection of the Servicer and (ii) the
Transferor shall not have received a notice from any Rating Agency that such a
letter of credit would result in the lowering of such Rating Agency's then-
existing rating of the Investor Certificates or (b) the Servicer shall have and
maintain a certificate of deposit or short-term deposit rating of "P-1" by
Moody's and of "A-1+" by Standard & Poor's, the Servicer need not deposit
Collections into the Interest Funding Account on each Transfer Date, but may
make such deposits on the Transfer Date immediately preceding a Class A Interest
Payment Date in an amount equal to the net amount of such deposits which would
have been made but for the provisions of this paragraph.
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
36
<PAGE>
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 1998-2
allocated and available for such purpose pursuant to subsection 4.11(b).
(b) On or before each Transfer Date, the Servicer shall calculate the
Class B Investor Default Amount. If on any Transfer Date, the Class B Investor
Default Amount for the prior Monthly Period exceeds the amount of Excess Spread
and Shared Excess Finance Charge Collections allocable to Series 1998-2 and
Reallocated Collateral Principal Collections which are allocated and available
to fund such amount pursuant to subsection 4.11(c) and Section 4.12, the
Collateral Interest (after giving effect to reductions for any Collateral
Charge-Offs and any Reallocated Principal Collections on such Transfer Date and
any adjustments with respect thereto as described in subsection 4.10(a) above)
will be reduced by the amount of such excess but not by more than the lesser of
the Class B Investor Default Amount and the Collateral Interest (after giving
effect to reductions for any Collateral Charge-Offs and any Reallocated
Principal Collections on such Transfer Date and any adjustments with respect
thereto as described in subsection 4.10(a) above) for such Transfer Date. In
the event that such reduction would cause the Collateral Interest to be a
negative number, the Collateral Interest shall be reduced to zero and the Class
B Investor Interest shall be reduced by the amount by which the Collateral
Interest would have been reduced below zero, but not by more than the Class B
Investor Default Amount for such Transfer Date (a "Class B Investor Charge-
Off"). The Class B Investor Interest will also be reduced by the amount of
Reallocated Class B Principal Collections in excess of the Collateral Interest
pursuant to Section 4.12 and the amount of any portion of the Class B Investor
Interest allocated to the Class A Certificates to avoid a reduction in the Class
A Investor Interest pursuant to subsection 4.10(a) above. The Class B Investor
Interest will thereafter be reimbursed (but not to an amount in excess of the
unpaid principal balance of the Class B Certificates) on any Transfer Date by
the amount of Excess Spread and Shared Excess Finance Charge Collections
allocable to Series 1998-2 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
37
<PAGE>
Finance Charge Collections allocable to Series 1998-2 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 Charge Collections allocable to Series 1998-2
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;
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(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;
(h) an amount equal to the aggregate amount by which the Collateral
Interest has been reduced below the Required Collateral Interest for reasons
other than the payment of principal to the Collateral Interest Holder (but not
in excess of the aggregate amount of such reductions which have not been
previously reimbursed) shall be treated as a portion of Investor Principal
Collections and deposited into the Principal Account on such Transfer Date;
(i) on each Transfer Date from and after the Reserve Account Funding
Date, but prior to the date on which the Reserve Account terminates as described
in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve
Account Amount over the Available Reserve Account Amount shall be deposited into
the Reserve Account;
(j) an amount equal to the amounts determined to be payable pursuant
to subsections 2.11(a)(i), (ii) and (iii) of the Loan Agreement shall be paid to
the Collateral Interest Holder; and
(k) the balance, if any, after giving effect to the payments made
pursuant to subparagraphs (a) through (j) above shall constitute "Shared Excess
Finance Charge Collections" with respect to other Series in Group One.
To the extent of the Finance Charge Shortfall, if any, following the
application on each Transfer Date of Shared Excess Spread as described above,
the Servicer shall instruct the Trustee in writing (which writing shall be
substantially in the form of Exhibit B hereto) to apply Shared Excess Finance
Charge Collections with respect to Group One allocable to Series 1998-2 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
39
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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 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 1998-2 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.
40
<PAGE>
(b) Shared Principal Collections allocable to Series 1998-2 with
respect to any Transfer Date shall mean an amount equal to the Series Principal
Shortfall, if any, with respect to Series 1998-2 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 1998-2 on such Transfer Date shall equal the product of (i)
Shared Principal Collections for all Series for such Transfer Date and (ii) a
fraction, the numerator of which is the Series Principal Shortfall with respect
to Series 1998-2 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
41
<PAGE>
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 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
42
<PAGE>
amount specified in, and otherwise in accordance with, subsection 4.11(i).
(b) Funds on deposit in the Reserve Account shall be invested at the
direction of the Servicer by the Trustee in Permitted Investments. Funds on
deposit in the Reserve Account on any Transfer Date, after giving effect to any
withdrawals from the Reserve Account on such Transfer Date, shall be invested in
such investments that will mature so that such funds will be available for
withdrawal on or prior to the 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
43
<PAGE>
with the instructions of the Servicer, shall withdraw from the Reserve Account,
and pay in accordance with the Loan Agreement, an amount equal to such Reserve
Account Surplus.
(f) Upon the earliest to occur of (i) the termination of the Trust
pursuant to Article XII of the Agreement, (ii) if the Controlled Accumulation
Period has not commenced, the first Transfer Date relating to the Rapid
Amortization Period and (iii) if the Controlled Accumulation Period has
commenced, the earlier of the first Transfer Date with respect to the Rapid
Amortization Period and the Transfer Date immediately preceding the Class A
Scheduled Payment Date, the Trustee, acting in accordance with the instructions
of the Servicer, after the prior payment of all amounts owing to the Series
1998-2 Certificateholders that are payable from the Reserve Account as provided
herein, shall withdraw from the Reserve Account and pay in accordance with the
Loan Agreement, all amounts, if any, on deposit in the Reserve Account and the
Reserve Account shall be deemed to have terminated for purposes of this Series
Supplement.
SECTION 4.16 Determination of LIBOR.
----------------------
(a) On each LIBOR Determination Date, the Trustee shall determine
LIBOR on the basis of the rate for deposits in United States dollars for a
period equal to the relevant Interest Period which appears on Telerate Page 3750
as of 11:00 a.m., London time, on such date. If such rate does not appear on
Telerate Page 3750, the rate for that LIBOR Determination Date shall be
determined on the basis of the rates at which deposits in United States dollars
are offered by the Reference Banks at approximately 11:00 a.m., London time, on
that day to prime banks in the London interbank market for a period equal to the
relevant Interest Period. The Trustee shall request the principal London office
of each of the Reference Banks to provide a quotation of its rate. If at least
two such quotations are provided, the rate for that LIBOR Determination Date
shall be the arithmetic mean of the quotations. If fewer than two quotations
are provided as requested, the rate for that LIBOR Determination Date will be
the arithmetic mean of the rates quoted by major banks in New York City,
selected by the Servicer, at approximately 11:00 a.m., New York City time, on
that day for loans in United States dollars to leading European banks for a
period equal to the relevant Interest Period.
(b) The Trustee shall provide the Class A Certificate Rate and the
Class B Certificate Rate applicable to the then current and the immediately
preceding Interest Periods to any Investor Certificateholder requests such
information by telephoning the Trustee at the telephone number which is
currently (212) 815-5286.
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(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 Determination of Federal Funds Rate.
-----------------------------------
(a) The Federal Funds Rate in effect on each day of each Interest
Period shall be (a) if such day is a Federal Funds Reset Date, the Federal Funds
Rate determined as of the related Federal Funds Determination Date, or (b) if
such day is not a Federal Funds Reset Date, the Federal Funds Rate in effect on
the immediately preceding Federal Funds Reset Date. The Trustee shall determine
the Federal Funds rate on March 6, 1998 and each Federal Funds Determination
Date thereafter until such time as the Class A Investor Interest has been paid
in full.
(b) With respect to each Federal Funds Determination Date, the Trustee
shall determine the rate (the "Federal Funds Rate") on such day for Federal
Funds as published in H.15(519) under the heading "Federal Funds (Effective)"
or, if not published by 3:00 p.m., New York City time on such date the rate on
such Federal Funds Determination Date as published in Composite Quotations under
the heading "Federal Funds/Effective Rate." In the event that such rate is not
published in either H.15(519) or Composite Quotations by 3:00 p.m., New York
City time, on such date, the Federal Funds Rate for such Federal Funds
Determination Date shall be calculated by the Trustee and shall be the
arithmetic mean of the rate as of 9:00 a.m., New York City time on such Federal
Funds Determination Date, for the last transaction in overnight United States
dollar federal funds arranged by three leading brokers of federal funds
transactions in the New York City selected by the Servicer; provided, however,
-------- -------
that if the brokers so selected by the Servicer are not quoting as mentioned in
this sentence, the Federal Funds Rate with respect to such Federal Funds
Determination Date shall be the Federal Funds Rate in effect with respect to the
preceding Federal Funds Determination Date.
(c) The Class A Certificate Rate applicable to the immediately
preceding Interest Period may be obtained by any Class A Certificateholder by
telephoning the Trustee at its Corporate Trust Office at (212) 815-5368.
(d) On the final Federal Funds Determination Date for any Interest
Period prior to 10:00 a.m., the Trustee shall send to the Servicer, by
facsimile, notification of (i) the sum of each day's Federal Funds Rate during
the applicable Interest Period, divided by the number of days in such Interest
Period and (ii) the Class A Monthly Interest for the related Interest Period.
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<PAGE>
(e) All percentage resulting from any calculation of the Class A
Certificate Rate will be rounded to the nearest one-hundred-thousandth of a
percentage point, with five one millionths of a percentage point rounded upwards
(e.g., 9.876545% (or.09876545) would be rounded to 9.87655% (or .987655)), and
all dollars used in or resulting from such calculation will be rounded to the
nearest cent (with one-half cent being rounded upward).
SECTION 4.18 Transferor's or Servicer's Failure to Make a Deposit or
-------------------------------------------------------
Payment.
- -------
If the Servicer or the Transferor fails to make, or give instructions
to make, any payment or deposit (other than as required by subsections 2.4(d)
and (e) and 12.2(a) or Sections 10.2 and 12.1) required to be made or given by
the Servicer or Transferor, respectively, at the time specified in the Agreement
(including applicable grace periods), the Trustee shall make such payment or
deposit from the applicable Investor Account without instruction from the
Servicer or Transferor. The Trustee shall be required to make any such payment,
deposit or withdrawal hereunder only to the extent that the Trustee has
sufficient information to allow it to determine the amount thereof; provided,
--------
however, that the Trustee shall in all cases be deemed to have sufficient
- -------
information to determine the amount of interest payable to the Series 1998-2
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 4.19 Interest Funding Account.
------------------------
(a) The Servicer shall establish and maintain an Eligible Deposit
Account, in the name of the Trustee, on behalf of the Trust, for the benefit of
the Class A Certificateholders (the "Interest Funding Account"), bearing a
designation clearly indicating that the funds deposited therein are held for the
benefit of the Class A Certificateholders. The Trustee shall possess all right,
title and interest in all funds on deposit from time to time in the Interest
Funding Account and in all proceeds thereof. The Interest Funding Account shall
be under the sole dominion and control of the Trustee for the benefit of the
Class A Certificateholders. If at any time the Interest 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 Interest Funding Account meeting the conditions
specified in the definition of Eligible Deposit
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<PAGE>
Account and shall transfer any cash or any investments to such new Interest
Funding Account. The Trustee, at the written direction of the Servicer, shall
(i) make withdrawals from the Interest Funding Account from time to time, in the
amounts and for the purposes set forth in this Supplement, and (ii) on each
Transfer Date prior to termination of the Interest Funding Account make deposits
into the Interest Funding Account in the amounts specified in, and otherwise in
accordance with, subsections 4.9(a)(i).
(b) Funds on deposit in the Interest Funding Account shall be invested
at the written direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Interest Funding Account on any Transfer
Date, after giving effect to any withdrawals from the Interest Funding Account
on such Transfer Date, shall be invested in such investments that will mature so
that such funds will be available for withdrawal on or prior to the following
Transfer Date. The Trustee shall maintain for the benefit of the Class A
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, the Trustee, acting at the Servicer's direction
given on such Transfer Date, shall transfer from the Interest Funding Account to
the Finance Charge Account the Interest Funding Investment Proceeds, if any, on
deposit in the Interest Funding Account, for application pursuant to subsections
4.9(a).
(c) On the Transfer Date preceding each Class A Interest Payment Date,
the Trustee acting upon the written instructions of the Servicer shall withdraw
from the Interest Funding Account and deposit into the Distribution Account for
distribution (i) in accordance with subsection 4.9(g)(i) of the Agreement, an
amount equal to the amounts deposited therein on such Transfer Date and the two
preceding Transfer Dates pursuant to subsections 4.9(a)(i), 4.11(a) and 4.12(a)
and (ii) in accordance with subsection 4.9(g)(ii) of the Agreement, an amount
equal to the amounts deposited therein on such Transfer Date and the two
preceding Transfer Dates pursuant to subsections 4.9(b)(i), 4.11(c) and 4.12(b).
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
47
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SECTION 5.1 Distributions. (a) On the Class A Scheduled Payment
-------------
Date, each Class A Interest Payment Date and each Distribution Date with respect
to a Rapid Amortization Period, the Trustee shall distribute (in accordance with
the certificate delivered on or before the related Transfer Date by the Servicer
to the Trustee pursuant to subsection 3.4(b)) to each Class A Certificateholder
of record on the immediately preceding Record Date (other than as provided in
subsection 2.4(e) or Section 12.3 respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate Undivided Interests
--- ----
represented by Class A Certificates held by such Certificateholder) of amounts
on deposit in the Distribution Account as are payable to the Class A
Certificateholders pursuant to Section 4.9 by check mailed to each Class A
Certificateholder (at such Certificateholder's address as it appears in the
Certificate Register), except that with respect to Class A Certificates
registered in the name of the nominee of a Clearing Agency, such distribution
shall be made in immediately available funds.
(b) On each Distribution Date, the Trustee shall distribute (in
accordance with the certificate delivered on or before the related Transfer Date
by the Servicer to the Trustee pursuant to subsection 3.4(b)) to each Class B
Certificateholder of record on the immediately preceding Record Date (other than
as provided in subsection 2.4(e) or Section 12.3 respecting a final
distribution) such Certificateholder's pro rata share (based on the aggregate
--- ----
Undivided Interests represented by Class B Certificates held by such
Certificateholder) of amounts on deposit in the Distribution Account as are
payable to the Class B Certificateholders pursuant to Section 4.9 by check
mailed to each Class B Certificateholder (at such Certificateholder's address as
it appears in the Certificate Register), except that with respect to Class B
Certificates registered in the name of the nominee of a Clearing Agency, such
distribution shall be made in immediately available funds.
SECTION 5.2 Monthly Series 1998-2 Certificateholders' Statement.
---------------------------------------------------
(a) On or before each Distribution Date, the Trustee shall forward to
each Series 1998-2 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):
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(i) the amount of the current distribution allocable to Class A
Monthly Principal, Class B Monthly Principal and Collateral Monthly
Principal, respectively;
(ii) the amount of the current distribution allocable to Class A
Monthly Interest, Class A Deficiency Amounts, Class A Additional Interest,
Class B Monthly Interest, Class B Deficiency Amounts, Class B Additional
Interest and Collateral Monthly Interest, and any accrued and unpaid
Collateral Monthly Interest, respectively;
(iii) the amount of Collections of Principal Receivables processed
during the related Monthly Period and allocated in respect of the Class A
Certificates, the Class B Certificates and the Collateral Interest,
respectively;
(iv) the amount of Collections of Finance Charge Receivables
processed during the related Monthly Period and allocated in respect of the
Class A Certificates, the Class B Certificates and the Collateral Interest,
respectively;
(v) the aggregate amount of Principal Receivables, the Investor
Interest, the Adjusted Investor Interest, the Class A Investor Interest,
the Class A Adjusted Investor Interest, the Class B Investor Interest, the
Collateral Interest, the Floating Investor Percentage, the Class A Floating
Allocation, the Class B Floating Allocation, the Collateral Floating
Allocation and the Fixed Investor Percentage, Class A Fixed Allocation, the
Class B Fixed Allocation and the Collateral Fixed Allocation with respect
to the Principal Receivables in the Trust as of the close of business on
the Distribution Date preceding such Transfer Date (after giving effect to
all of the transactions occurring on such date);
(vi) the aggregate outstanding balance of Accounts which were 30 to
59, 60 to 89, and 90 or more days delinquent as of the end of the day on
the Record Date;
(vii) the Aggregate Investor Default Amount, the Class A Investor
Default Amount, the Class B Investor Default Amount and the Collateral
Default Amount for the related Monthly Period;
(viii) the aggregate amount of Class A Investor Charge-Offs, Class B
Investor Charge-Offs and Collateral Charge-Offs for the related Monthly
Period;
(ix) the aggregate amount of Class A Investor Charge-Offs, Class B
Investor Charge-Offs and Collateral Charge-Offs reimbursed on the Transfer
Date immediately preceding such Distribution Date;
49
<PAGE>
(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;
(xvi) the Interest Funding Account Balance on the related Transfer
Date;
(xvii) the Accumulation Shortfall;
(xviii) the Principal Funding Investment Proceeds transferred to the
Finance Charge Account on the related Transfer Date;
(xix) the Interest Funding Investment Proceeds transferred to the
Finance Charge Account on the related Transfer Date;
(xx) the Principal Funding Investment Shortfall on the related
Transfer Date;
(xxi) the amount of Class A Available Funds and Class B Available
Funds on deposit in the Finance Charge Account on the related Transfer
Date;
(xxii) the current Class A Certificate Rate, Class B Certificate Rate
and Collateral Rate; and
(xxiii) such other items as are set forth in Exhibit C to this Series
Supplement.
(b) Annual Certificateholders' Tax Statement. On or before January
----------------------------------------
31 of each calendar year, beginning with calendar year 1998, the Trustee shall
distribute to each Person who at any time during the preceding calendar year was
a Series 1998-2 Certificateholder, a statement prepared by the Servicer
contain-
50
<PAGE>
ing the information required to be contained in the regular monthly report to
Series 1998-2 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 1998-2 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 1998-2
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 1998-2 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 1998-2 Certificateholders (which
determination shall be made without reference to the amount of the Collateral
Interest) and which continues unremedied for a period of 60 days after the date
on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Transferor by the Trustee, or to the Transferor and
the Trustee by the Holders of Investor Certificates evidencing Undivided
Interests aggregating not less than 50% of the Investor Interest of this Series
1998-2, and continues to affect materially and adversely the interests of the
Series 1998-2 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 1998-2, and (ii) as a result of
which the interests of the Series 1998-2 Certificateholders are materially and
adversely affected (which determi-
51
<PAGE>
nation 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 1998-2 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 1998-2 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;
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 1998-2 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 1998-2 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 1998-2 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
52
<PAGE>
currently outstanding and will be equally and ratably entitled to the benefits
of this Series Supplement and the Pooling and Servicing Agreement. The
outstanding principal amounts of all Classes of Investor Certificates shall be
increased pro rata. The Controlled Accumulation Amount for each Class shall be
--- ----
increased proportionally to reflect the additional amounts represented by the
Additional Certificates.
(b) Additional Certificates shall only be issued upon satisfaction of
all of the following conditions:
(i) On or before the fifth Business Day immediately preceding
the date on which the Additional Certificates are to be issued, the
Transferor shall give notice to the Trustee, the Servicer, the Collateral
Interest Holder and the Rating Agencies of such issuance and the date upon
which it is to occur;
(ii) After giving effect to the Additional Certificates, the
total amount of Principal Receivables in the Trust shall be greater than or
equal to the Minimum Aggregate Principal Receivables;
(iii) The Transferor shall have delivered evidence of the
proportional increase in the Collateral Interest to the Trustee and the
Rating Agencies;
(iv) On or before the Additional Certificate Date, the Trustee
shall have been provided evidence that the Rating Agency Condition shall
have been satisfied with respect to such issuance;
(v) The Transferor shall have delivered to the Trustee an
Officer's Certificate dated as of the Additional Certificate Date, stating
that the Transferor reasonably believes that the issuance of such
Additional Certificates will not have a material adverse effect on any
outstanding Class of Investor Certificates;
(vi) As of the Additional Certificate Date, the amount of
Investor Charge-Offs for all Classes of Investor Certificates shall be
zero; and
(vii) The Transferor shall have delivered to the Trustee a Tax
Opinion with respect to such issuance.
SECTION 11. Series 1998-2 Termination. The right of the Investor
-------------------------
Certificateholders to receive payments from the Trust will terminate on the
first Business Day following the Series 1998-2 Termination Date.
53
<PAGE>
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 1998-2 Certificate hereby covenant and agree that they will
not at any time institute against the Trust, or join in any institution against
the Trust of, any bankruptcy proceedings under any United States Federal or
state bankruptcy or similar law in connection with any obligations relating to
the Investor Certificateholders, the Agreement or this Series Supplement.
SECTION 15. Tax Representation and Covenant. Any Collateral Interest
-------------------------------
Holder shall be required to represent and covenant in connection with such
acquisition that (x) it has neither acquired, nor will it sell, trade or
transfer any interest in the Trust or cause any interest in the Trust to be
marketed on or through 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 corporation other than an S
corporation, the Transferor shall have the right to procure a replacement
investor to replace such holder (or its participant), and further that such
holder shall take all
54
<PAGE>
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-
----------------------
2 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.
55
<PAGE>
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series 1998-2 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 A. Macadaeg
------------------------------------
Name: Reyne A. Macadaeg
Title: Assistant Vice President
<PAGE>
EXHIBIT A-1
TO EXHIBIT 4.2
FORM OF CERTIFICATE
-------------------
CLASS A
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION, THAT UNLESS SUCH PURCHASER,
AT ITS EXPENSE, DELIVERS TO THE TRUSTEE, THE SERVICER AND THE
TRANSFEROR AN OPINION OF COUNSEL SATISFACTORY TO THEM TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY SUCH PURCHASER
WILL NOT RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO BE "ASSETS
OF THE BENEFIT PLAN" OR SUBJECT TO THE PROHIBITED TRANSACTION
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA") AND THE INTERNAL REVENUE CODE, 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) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO
THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION
4975(E)(1) OF THE CODE OR (III) AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF A PLANS INVESTMENT IN THE ENTITY.
No. ___ $_________
CUSIP NO. _________
<PAGE>
CHASE CREDIT CARD MASTER TRUST
CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1998-2
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of MasterCard(R) and VISA(R)/*/ credit card receivables generated or
acquired by Chase Manhattan Bank USA, National Association ("Chase USA") and
other assets and interests constituting the Trust under the Pooling and
Servicing Agreement described below.
(Not an interest in or obligation of
Chase USA
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class A Certificateholder") is
the registered owner of an Undivided Interest in a trust (the "Trust"), the
corpus of which consists of a 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 1998-2 Supplement dated as of
March 9, 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 1998-2 Certificates are issued in two classes, the Class A
Certificates (of which this certificate is one) and the Class B Certificates,
which are subordinated to the Class A Certificates in certain rights of payment
as described herein and in the Pooling and Servicing Agreement.
The Transferor has structured the Pooling and Servicing Agreement and
the Series 1998-2 Certificates with the intention that the Series 1998-2
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 1998-2 Certificateholder (or Series 1998-2 Certificate Owner) by
acceptance of its Series 1998-2 Certificate (or in the case of a Series 1998-2
Certifi-
- ----------
/*/ MasterCard(R) and VISA(R) are federally registered servicemarks of
MasterCard International Inc. and of Visa U.S.A., Inc., respectively.
2
<PAGE>
cate Owner, by virtue of such Series 1998-2 Certificate Owner's acquisition of a
beneficial interest therein), agrees to treat and to take no action inconsistent
with the treatment of the Series 1998-2 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 1998-2 Certificateholder agrees that it will cause any Series 1998-2
Certificate Owner acquiring an interest in a Series 1998-2 Certificate through
it to comply with the Pooling and Servicing Agreement as to treatment of the
Series 1998-2 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 1998-2" (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 Interest Funding Account, 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 1998-2" (the "Class B
Certificates"), which represent an Undivided Interest in the Trust subordinate
to the Class A Certificates, and the "Collateral Interest, Series 1998-2" (the
"Collateral Interest" and collectively with the Class A Certificates and the
Class B Certificates, the "Investor Certificates"), which is an undivided
interest in the Trust subordinated to the Class A Certificates and Class B
Certificates. The subordination of the Class B Certificates and the
subordination of the Collateral Interest to the Class A Certificates shall
constitute the Enhancement for the Class A Certificates.
The aggregate interest represented by the Class A Certificates and the
Class B Certificates at any time in the Principal Receivables in the Trust shall
not exceed an amount equal to the Class A Investor Interest and the Class B
Investor Interest, respectively, at such time. As of the Closing Date, the
Class A Initial Investor Interest is $800,000,000, the Class B Initial Investor
Interest is $66,666,000 and the Collateral Initial Interest is $85,714,953.
The Class A Investor Interest on any date of determination will be an
amount equal to (a) the Class A Initial Investor Interest minus (b) the
-----
aggregate amount of payments of principal made to the Class A Certificateholders
prior to such date of determination, and minus (c) the excess, if any, of the
-----
aggregate amount of Class A Investor Charge-Offs pursuant to subsection 4.10(a)
of the Pooling and Servicing Agreement over Class A Investor Charge-Offs
reimbursed prior to such date of determination pursuant to subsection 4.11(b) of
the Pooling and Servicing Agreement; provided, however, that the Class A
-------- -------
Investor Interest may not be reduced below zero.
3
<PAGE>
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 interest
in the Principal Receivables not represented by all of the Series of Investor
Certificates issued by the Trust. The Transferor Certificate may be exchanged
by the Transferor pursuant to the Pooling and Servicing Agreement for a newly
issued Series of Investor Certificates and a reissued Transferor Certificate
upon the conditions set forth in the Pooling and Servicing Agreement.
Interest will accrue on the Class A Certificates from the Closing Date
through April 14, 1998, and with respect to each Interest Period thereafter, at
the rate per annum equal to the sum of each day's Federal Funds Rate divided by
the number of days in such Interest Period, plus 0.24% per annum (the "Class A
Certificate Rate") , and will be distributed on May 15, 1998 and on the 15th
day of each August, November, February and May thereafter, or if such day is not
a Business Day, on the next succeeding Business Day (each such date, a "Class A
Interest Payment Date") to the Class A Certificateholders of record as of the
last Business Day of the calendar month preceding such Interest Payment Date
(the "Record Date"). During the Revolving Period and the Accumulation Period,
interest with respect to the Class A Certificates will be deposited in the
Interest Funding Account; provided, however, that upon the commencement of the
-------- -------
Rapid Amortization Period, interest will be distributed on each Distribution
Date. "Distribution Date" means the 15th day of each month or, if such day is
not a Business Day, the next succeeding Business Day. During the Rapid
Amortization Period, in addition to Class A Monthly Interest, Class A Monthly
Principal will be distributed to the Class A Certificateholders on each
Distribution Date until the Class A Certificates have been paid in full. During
the Controlled Accumulated Period, in addition to monthly payments of Class A
Monthly Interest, the amount on deposit in the Principal Funding Account will be
distributed as principal to the Class A Certificateholders on the February 2001
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)
4
<PAGE>
Collections of Finance Charge Receivables processed as of the end of the
preceding Monthly Period which have been allocated to the Series 1998-2
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 Class A Investor Interest as of the close of
business on the last day of the preceding Monthly Period ("Class A Monthly
Interest"), provided, however, that with respect to the first Class A Interest
-------- -------
Payment 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 May 14, 1998; and (y) amounts up to
the Class B Monthly Interest followed by the Collateral Monthly Interest, in the
actual amounts and manner described in the Pooling and Servicing Agreement.
On each Transfer Date, the Trustee shall apply the Class A Available
Funds withdrawn from the Finance Charge Account, as required by the Pooling and
Servicing Agreement, in the following order of priority: (i) an amount equal to
the Class A Monthly Interest for such Transfer Date, plus the amount of any
----
Class A Deficiency Amount for such Transfer Date, plus the amount of any Class A
----
Additional Interest for such Transfer Date, (ii) an amount equal to the Class A
Servicing Fee for such Transfer Date plus the amount of any Class A Servicing
----
Fee due but not paid on any prior Transfer Date and (iii) an amount equal to the
Class A Investor Default Amount, if any, for the preceding Monthly Period. The
Trustee on each Transfer Date shall apply the Class B Available Funds withdrawn
from the Finance Charge Account as required by the Pooling and Servicing
Agreement in the following order of priority: (i) the Class B Monthly Interest
for such Transfer Date, plus the amount of any Class B Deficiency Amount for
----
such Transfer Date, plus the amount of any Class B Additional Interest for such
----
Transfer Date, and (ii) the Class B Servicing Fee for such Transfer Date plus
----
the amount of any Class B Servicing Fee due but not paid on any prior Transfer
Date. The balance of the amount withdrawn from the Finance Charge Account
allocable to the Series 1998-2 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.
5
<PAGE>
On the earlier to occur of the first Transfer Date with respect to the
Rapid Amortization Period or the Transfer Date immediately preceding the Class A
Scheduled Payment Date, the Servicer shall instruct the Trustee to withdraw, and
the Trustee shall withdraw from the Principal Funding Account and deposit in the
Distribution Account the amount on deposit in the Principal Funding Account.
On the Class A Scheduled Payment Date or on each Distribution Date
with respect to a Rapid Amortization Period, the Trustee shall pay from amounts
on deposit in the Distribution Account an amount equal to the lesser of the
Class A Investor Interest and the amount of Available Investor Principal
Collections on deposit in the Distribution Account with respect to the related
Monthly Period, and after the Class A Certificates have been paid in full (after
taking into account distributions to be made on the related Distribution Date),
Available Investor Principal Collections shall be applied to the Class B
Certificates and Collateral Interest as specified in the Pooling and Servicing
Agreement.
The Trustee shall (a) on each Class A Interest Payment Date with
respect to the Class A Certificateholders during the Revolving Period and the
Controlled Accumulation Period, and (b) on each Distribution Date with respect
to the Class A Certificateholders during the Rapid Amortization Period and with
respect to the Class B Certificateholders at all times, 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 1998-2 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 1998-2 Certificateholder of record appearing in the
Certificate Register and except for the final distribution in respect of this
Series 1998-2 Certificate, without the presentation or surrender of this Series
1998-2 Certificate or the making of any notation thereon; provided, however,
-------- -------
that with respect to Series 1998-2 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 1998-2 Certificates nor the Accounts or Receivables are insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency. This Series 1998-2 Certificate is limited in right of
payment to certain collections respecting the Receivables, all as more
specifically set forth herein 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
6
<PAGE>
Certificateholder's attorney-in-fact duly authorized in writing, and thereupon
one or more new Class A Certificates of authorized denominations and for the
same aggregate Undivided Interests will be issued to the designated transferee
or transferees.
The Servicer, the Trustee and the Transfer Agent and Registrar, and
any agent of any of them, may treat the Person in whose name this Class A
Certificate is registered as the owner hereof for all purposes, and neither the
Servicer, the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor
any agent of any of them or of any such agent shall be affected by notice to the
contrary except in certain circumstances described in the Pooling and Servicing
Agreement.
The Pooling and Servicing Agreement provides that the right of the
Series 1998-2 Certificateholders to receive payment from the Trust will
terminate on the first Business Day following the Series 1998-2 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.
7
<PAGE>
IN WITNESS WHEREOF, Chase Manhattan Bank USA, National Association,
has caused this Class A Certificate to be duly executed.
By:
------------------------------
Authorized Officer
Dated:
<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 1998-2, 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 TRANSACTION PROVISIONS OF HE 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.
No. ___ $__________
CUSIP NO.
CHASE CREDIT CARD MASTER TRUST
CLASS B FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1998-2
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of MasterCard(R) and VISA(R)/*/ credit card
receivables generated or acquired by Chase Manhattan
- ----------
/*/ MasterCard(R) and VISA(R) are federally registered servicemarks of
MasterCard Interna-
(continued...)
<PAGE>
Bank USA, National Association ("Chase USA"), and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement described
below.
(Not an interest in or obligation of
Chase USA
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class B Certificateholder") is
the registered owner of an Undivided Interest in a trust (the "Trust"), the
corpus of which consists of a portfolio of receivables (the "Receivables") now
existing or hereafter created and arising in connection with selected MasterCard
and VISA credit card accounts (the "Accounts") of Chase USA, 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 1998-2 Supplement dated as of
December 8, 1997 (collectively, the "Pooling and Servicing Agreement"), by and
among Chase USA, as Transferor on and after June 1, 1996, The Chase Manhattan
Bank, as Transferor prior to June 1, 1996 and as Servicer, and The Bank of New
York, as Trustee (the "Trustee"). To the extent not defined herein, capitalized
terms used herein have the respective meanings assigned to them in the Pooling
and Servicing Agreement.
The Series 1998-2 Certificates are issued in two classes, the Class A
Certificates and the Class B Certificates (of which this certificate is one),
which are subordinated to the Class A Certificates in certain rights of payment
as described herein and in the Pooling and Servicing Agreement.
The Transferor has structured the Pooling and Servicing Agreement and
the Series 1998-2 Certificates with the intention that the Series 1998-2
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 1998-2 Certificateholder (or Series 1998-2 Certificate Owner) by
acceptance of its Series 1998-2 Certificate (or in the case of a Series 1998-2
Certificate Owner, by virtue of such Series 1998-2 Certificate Owner's
acquisition of a beneficial interest therein), agrees to treat and to take no
action inconsistent with the treatment of the Series 1998-2 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 1998-2 Certificateholder agrees that it will
cause any Series 1998-2 Certificate Owner acquiring an interest in a Series
1998-2 Certificate through it to comply with the Pooling and Servicing Agreement
as to treatment of the Series 1998-2 Certificates as indebtedness for certain
tax purposes.
- ----------
(...continued)
tional Inc. and of Visa U.S.A., Inc., respectively.
2
<PAGE>
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 1998-2" (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 1998-2" (the "Class A
Certificates"), which represent an Undivided Interest in the Trust senior to the
Class B Certificates, and the "Collateral Interest, Series 1998-2" (the
"Collateral Interest" and collectively with the Class A Certificates and the
Class B Certificates, the "Investor Certificates"), which is an undivided
interest in the Trust subordinated to the Class A Certificates and Class B
Certificates. The subordination of the Collateral Interest to the Class B
Certificates shall constitute the Enhancement for the Class B Certificates.
The aggregate interest represented by the Class A Certificates and the
Class B Certificates at any time in the Principal Receivables in the Trust shall
not exceed an amount equal to the Class A Investor Interest and the Class B
Investor Interest, respectively, at such time. As of the Closing Date, the
Class A Initial Investor Interest is $800,000,000, the Class B Initial Investor
Interest is $66,666,000 and the Collateral Initial Interest is $85,714,953.
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 aggregate interest
represented by the Class A Certificates in the Principal Receivables in the
Trust (the "Class A Investor Interest")
3
<PAGE>
and the aggregate interest represented by the Collateral Interest in the
Principal Receivables in the Trust are sometimes collectively referred to herein
as the "Investor Interest."
In addition to the Class A Certificates, the Class B Certificates and
the Collateral Interest, a Transferor Certificate representing an undivided
interest in the Trust will be issued to the Transferor pursuant to the Pooling
and Servicing Agreement. The Transferor Certificate will represent the interest
in the Principal Receivables not represented by all of the Series of Investor
Certificates issued by the Trust. The Transferor Certificate may be exchanged
by the Transferor pursuant to the Pooling and Servicing Agreement for a newly
issued Series of Investor Certificates and a reissued Transferor Certificate
upon the conditions set forth in the Pooling and Servicing Agreement.
Interest will accrue on the Class B Certificates from the Closing Date
through April 14, 1998, and with respect to each Interest Period thereafter, at
the rate of LIBOR plus 0.25% per annum, as more specifically set forth in the
Pooling and Servicing Agreement (the "Class B Certificate Rate"), and will be
distributed on April 15, 1998 and on the 15th day of each calendar month
thereafter, or if such day is not a Business Day, on the next succeeding
Business Day (a "Distribution Date"), to the Class B Certificateholders of
record as of the last Business Day of the calendar month preceding such
Distribution Date (the "Record Date"). Class B Monthly Principal will be
distributed to the Class B Certificateholder (i) during the Rapid Amortization
Period, in addition to Class B Monthly Interest, on each Distribution Date until
the Class B Certificates have been paid in full or (ii) during the Controlled
Accumulated Period following the payment in full of the Class A Investor
Interest, on the March 2003 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 1998-2 Certificates, (ii) with respect to the
Class A Certificates, from other amounts constituting Class A Available Funds,
and (iii) with respect to the Class B Certificates, from other amounts
constituting Class B Available Funds, the following amounts: (x) an amount equal
to the Class A Monthly Interest; (y) an amount equal to the product of (i) (A) a
fraction, the numerator of which is the actual number of days in the related
Interest Period and the denominator of which is 360, times (B) the Class B
-----
Certificate Rate for such Interest Period and (ii) the Class B Investor Interest
as of the close of business on the last day of the preceding Monthly Period
("Class B Monthly Interest"), provided, however, that with respect to the first
-------- -------
Distribution Date, Class B Monthly Interest shall be equal to the interest
accrued on the Class B Initial Investor Interest at the applicable Class B
Certificate Rate for the period from the Closing Date through April 14, 1998;
and (Z) amounts up to the Collateral Monthly Interest, in the actual amounts and
manner described in the Pooling and Servicing Agreement.
4
<PAGE>
On each Transfer Date, the Trustee shall apply the Class A Available
Funds withdrawn from the Finance Charge Account, as required by the Pooling and
Servicing Agreement, in the following order of priority: (i) an amount equal to
the Class A Monthly Interest for such Transfer Date, plus the amount of any
----
Class A Deficiency Amount for such Transfer Date, plus the amount of any Class A
----
Additional Interest for such Transfer Date, (ii) an amount equal to the Class A
Servicing Fee for such Transfer Date plus the amount of any Class A Servicing
----
Fee due but not paid on any prior Transfer Date and (iii) an amount equal to the
Class A Investor Default Amount, if any, for the preceding Monthly Period. The
Trustee on each Transfer Date shall apply the Class B Available Funds withdrawn
from the Finance Charge Account as required by the Pooling and Servicing
Agreement in the following order of priority: (i) the Class B Monthly Interest
for such Transfer Date, plus the amount of any Class B Deficiency Amount for
----
such Transfer Date, plus the amount of any Class B Additional Interest for such
----
Transfer Date, and (ii) the Class B Servicing Fee for such Transfer Date plus
----
the amount of any Class B Servicing Fee due but not paid on any prior Transfer
Date. The balance of the amount withdrawn from the Finance Charge Account
allocable to the Series 1998-2 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 Collections shall be applied to the Collateral Interest as specified
in the Pooling and Servicing Agreement.
5
<PAGE>
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 1998-2 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 1998-2 Certificateholder of record appearing in the
Certificate Register and except for the final distribution in respect of this
Series 1998-2 Certificate, without the presentation or surrender of this Series
1998-2 Certificate or the making of any notation thereon; provided, however,
-------- -------
that with respect to Series 1998-2 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 1998-2 Certificates nor the Accounts or Receivables are insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency. This Series 1998-2 Certificate is limited in right of
payment to certain collections respecting the Receivables, all as more
specifically set forth herein above and in the Pooling and Servicing Agreement.
The Transfer of this Class B Certificate shall be registered in the
Certificate Register upon surrender of this agency maintained by the Transfer
Agent and Registrar accompanied by a written instrument of transfer in a form
satisfactory to the Trustee and the Transfer Agent and Registrar duly executed
by the Class B Certificateholder or such Class B Certificateholder's attorney-
in-fact duly authorized in writing, and thereupon one or more new Class B
Certificates of authorized denominations and for the same aggregate Undivided
Interests will be issued to the designated transferee or transferees.
The Servicer, the Trustee and the Transfer Agent and Registrar, and
any agent of any of them, may treat the Person in whose name this Class B
Certificate is registered as the owner hereof for all purposes, and neither the
Servicer, the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor
any agent of any of them or of any such agent shall be affected by notice to the
contrary except in certain circumstances described in the Pooling and Servicing
Agreement.
The Pooling and Servicing Agreement provides that the right of the
Series 1998-2 Certificateholders to receive payment from the Trust will
terminate on the first Business Day following the Series 1998-2 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
6
<PAGE>
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 B Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement, or be
valid for any purpose.
7
<PAGE>
IN WITNESS WHEREOF, Chase Manhattan Bank USA, National Association,
has caused this Class B Certificate to be duly executed.
By:
--------------------------
Authorized Officer
Dated:
<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 1998-2, 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 1998-2
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 1998-2 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 Ac-count, the Principal Account, the
Principal Funding Account and The Distribution Account on ___________ __, ____,
which date is a Transfer Date under the Pooling and Servicing Agreement, in
aggregate amounts set forth below in respect of the following amounts and (ii)
to apply the proceeds of such withdrawals in accordance with accordance with
subsection 3(a) of the Series 1998-2 Supplement and Section 4.9 of the Pooling
and Servicing Agreement:
A. Pursuant to subsection 3(a) of the Series 1998-2 Supplement:
1. Servicer Interchange $
----------------
B. Pursuant to subsection 4.9(a)(i):
1. Class A Monthly Interest at the Class
A Certificate Rate on the Class A In-
vestor Interest $
----------------
2. Class A Deficiency Amount $
----------------
3. Class A Additional Interest $
----------------
<PAGE>
C. Pursuant to subsection 4.9(a)(ii):
1. Class A Servicing Fee $
----------------
2. Accrued and unpaid Class A Servicing
Fee $
----------------
D. Pursuant to subsection 4.9(a)(iii):
1. Class A Investor Default Amount $
----------------
E. Pursuant to subsection 4.9(a)(iv):
1. Portion of Excess Spread from Class A
Available Funds to be allocated and
distributed as provided in Section
4.11 $
----------------
F. Pursuant to subsection 4.9(b)(i):
1. Class B Monthly Interest at the Class
B Certificate Rate on the Class B In-
vestor Interest $
----------------
2. Class B Deficiency Amount $
----------------
3. Class B Additional Interest $
----------------
G. Pursuant to subsection 4.9(b)(ii):
1. Class B Servicing Fee $
----------------
2. Accrued and unpaid Class B Servicing
Fee $
----------------
H. Pursuant to subsection 4.9(b)(iii):
1. Portion of Excess Spread from Class B
Available Funds to be allocated and
distributed as provided in Section
4.11 $
----------------
I. Pursuant to subsection 4.9(c)(i):
1. Collateral Interest Servicing Fee, if
applicable $
----------------
2. Accrued and unpaid Collateral Interest
Servicing Fee, if applicable $
----------------
J. Pursuant to subsection 4.9(c)(ii):
1. Portion of Excess Spread from Collat-
eral Available Funds to be allocated
and distributed as provided in Section
4.11 $
----------------
B-2
<PAGE>
K. Pursuant to subsection 4.9(d)(i):
1. Collateral Monthly Principal, if any,
applied in accordance with the Loan
Agreement $
----------------
L. Pursuant to subsection 4.9(d)(ii):
1. Amount to be treated as Shared Prin-
cipal Collections $
----------------
M. Pursuant to subsection 4.9(d)(iii):
1. Amount to be paid to the Holder of the
Transferor Certificate $
----------------
2. Unallocated Principal Collections $
----------------
N. Pursuant to subsection 4.9(e)(i):
1. Class A Monthly Principal $
----------------
O. Pursuant to subsection 4.9(e)(ii):
1. Class B Monthly Principal $
----------------
P. Pursuant to subsection 4.9(e)(iii):
1. Collateral Monthly Principal to be
applied in accordance with the Loan
Agreement $
----------------
Q. Pursuant to subsection 4.9(e)(iv):
1. Amount to be treated as Shared Prin-
cipal Collections $
----------------
R. Pursuant to subsection 4.9(e)(v):
1. Amount to be paid to the Holder of the
Transferor Certificate $
----------------
2. Unallocated Principal Collections
Total $
----------------
S. Pursuant to subsection 4.9(f):
1. Amount to be withdrawn from the Prin-
cipal Funding Account and deposited
into the Distribution Account $
----------------
B-3
<PAGE>
II. INSTRUCTION TO MAKE CERTAIN PAYMENTS
Pursuant to Section 4.9, the Servicer does hereby instruct the Trustee to pay in
accordance with Section 5.1 from the Distri-bution Account on __________ __,
____, which date is a Distri-bution Date under the Pooling and Servicing
Agreement, amounts so deposited in the Distribution Account pursuant to Section
4.9 as set forth below:
A. Pursuant to subsection 4.9(g):
1. Amount to be distributed to Class A
Certificateholders $
----------------
2. Amount to be distributed to Class B
Certificateholders $
----------------
B. Pursuant to subsection 4.9(h)(i):
1. Amount to be distributed to the Class
A Certificateholders $
----------------
C. Pursuant to subsection 4.9(h)(ii):
1. Amount to be distributed to the Class
B Certificateholders $
----------------
III. APPLICATION OF EXCESS SPREAD
Pursuant to Section 4.11, the Servicer does hereby instruct the Trustee to apply
the Excess Spread with respect to the related Monthly Period and to make the
following distributions in the following priority:
A. The amount equal to the Class A Required
Amount, if any, which will be used to fund
the Class A Required Amount and be applied
in accordance with, and in the priority set
forth in, subsection 4.9(a) $
----------------
B. The amount equal to the aggregate amount of
Class A Investor Charge-Offs which have not
been previously reimbursed (after giving
effect to the allocation on such Transfer
Date of certain other amounts applied for
that purpose) which will be treated as a
portion of Investor Principal Collections
and deposited into the Principal Account on
such Transfer Date $
----------------
B-4
<PAGE>
C. The amount equal to the Class B Required
Amount, if any, which will be used to fund
the Class B Required Amount and be applied
first in accordance with, and in the prio-
rity set forth in, subsection 4.9(b) and
then any amount available to pay the Class
B Investor Default Amount shall be treated
as a portion of Investor Principal Collec-
tions and deposited into the Principal Ac-
count $
----------------
D. The amount equal to the aggregate amount by
which the Class B Investor Interest has
been reduced below the initial Class B In-
vestor Interest for reasons other than the
payment of principal to the Class B Certif-
icateholders (but not in excess of the ag-
gregate amount of such reductions which
have not been previously reimbursed) which
will be treated as a portion of Investor
Principal Collections and deposited into
the Principal Account $
----------------
E. The amount equal to the Collateral Monthly
Interest plus the amount of any past due
Collateral Monthly Interest which will be
paid to the Collateral Interest Holder for
application in accordance with the Loan
Agreement $
----------------
F. The amount equal to the aggregate amount of
accrued but unpaid Collateral Interest Ser-
vicing Fees which will be paid to the Ser-
vicer if the Transferor or the Trustee is
the Servicer $
----------------
G. The amount equal to the Collateral Default
Amount, if any, for the prior Monthly Pe-
riod which will be treated as a portion of
Investor Principal Collections and depos-
ited into the Principal Account $
----------------
H. The amount equal to the aggregate amount by
which the Collateral Interest has been re-
duced below the Required Collateral Inter-
est for reasons other than the payment of
principal to the Collateral Interest Holder
(but not in excess of the aggregate amount
of such reductions which have not been pre-
viously reimbursed) which will be treated
as a portion of Investor Principal Collec-
tions and deposited into the Principal Ac-
count $
----------------
B-5
<PAGE>
I. On each Transfer Date from and after the
Reserve Account Funding Date, but prior to
the date on which the Reserve Account ter-
minates as described in subsection 4.15(f),
the amount up to the excess, if any, of the
Required Reserve Account Amount over the
Available Reserve Account Amount which
shall be deposited into the Reserve Account $
----------------
J. The amount equal to the amounts determined
to be payable to the Collateral Interest
Holder pursuant to subsections 2.11(a)(i),
(ii) and (iii) of the Loan Agreement $
----------------
K. The balance, if any, after giving effect to
the payments made pursuant to subparagraphs
(a) through (j) above which shall consti-
tute "Shared Excess Finance Charge Collec-
tions" with respect to other Series in
Group One. $
----------------
IV. REALLOCATED PRINCIPAL COLLECTIONS
Pursuant to Section 4.12, the Servicer does hereby instruct the Trustee to
withdraw from the Principal Account and apply Real-located Principal
Collections pursuant to Section 4.12 with respect to the related Monthly Period
in the following amounts:
A. Reallocated Collateral Principal Receivab-
les $
----------------
B. Reallocated Class B Principal Receivables $
----------------
V. ACCRUED AND UNPAID AMOUNTS
After giving effect to the withdrawals and transfers to be made in accordance
with this notice, the following amounts will be accrued and unpaid with respect
to all Monthly Periods preced-ing the current calendar month
A. Subsection 4.9(a)(i) and (b)(i):
1. The aggregate amount of the Class A
Deficiency Amount $
----------------
2. The aggregate amount of Class B Defi-
ciency Amount $
----------------
B. Subsections 4.9(a)(ii) and (b)(ii):
The aggregate amount of all accrued and
unpaid Investor Monthly Servicing Fees $
----------------
C. Section 4.10:
The aggregate amount of all unreimbursed
Investor Charge Offs $
----------------
B-6
<PAGE>
IN WITNESS WHEREOF, the undersigned has duly executed this certificate
this ____ day of __________, ____.
THE CHASE MANHATTAN BANK,
Servicer
By:
--------------------
Name:
Title:
B-7
<PAGE>
EXHIBIT C
To Exhibit 4.2
<TABLE>
<CAPTION>
The Chase Manhattan Bank Chase Credit Card Master Trust Monthly Report
Certificateholders' Statement Series 1998-2
<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) Interest Funding Account Balance _________________
Interest Funding Investment Proceeds _________________
(xxii) Available Funds _____________________________ _____________
(xxiii) Certificate Rate _____________________________
</TABLE>
<PAGE>
SCHEDULE I to Exhibit 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 1998-2
<TABLE>
<CAPTION>
<C> <S> <C>
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 1998-2
Certificates........................... $
---------
7. The aggregate amount of funds on
deposit in the Principal Account
allocable to the Series 1998-2
Certificates........................... $
---------
8. The aggregate amount of funds on
deposit in the Principal Funding
Account allocable to the Series 1998-2
Certificates........................... $
---------
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 1998-2 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..................... $
---------
</TABLE>
I-1
<PAGE>
<TABLE>
<S> <C> <C>
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 1998-2 Pay Out Event or
Trust Pay Out Event has occurred
except as described below:
</TABLE>
[If applicable, insert "none."]
IN WITNESS WHEREOF, the undersigned has duly executed this Certificates as of
this day of , .
THE CHASE MANHATTAN BANK
By:____________________
Name:
Title:
I-2
