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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 9, 1999
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
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Item 5. Other Events
On July 9, 1999, the Underwriting Agreement, dated as of July
9, 1999 (the "Underwriting Agreement"), among Chase Manhattan Bank USA,
National Association ("Chase USA"), as Transferor, The Chase Manhattan Bank
("CMB"), as Servicer, and Chase Securities Inc. ("CSI"), as Underwriter, was
executed and delivered by the respective parties thereto. On July 15, 1999 the
Series 1999-2 Supplement, dated as of July 15, 1999, to the Second Amended and
Restated Pooling and Servicing Agreement, dated as of September 1, 1996 (the
"Second Amended and Restated Pooling and Servicing Agreement"), among Chase
USA, as Transferor on and after June 1, 1996, CMB, as Transferor prior to June
1, 1996 and as Servicer, and the Bank of New York, as Trustee (the "Trustee"),
was executed and delivered by the respective parties thereto.
Item 7. Financial Statements, Pro Forma Financial Statements
and Exhibits
Exhibits
4.1 Underwriting Agreement, dated as of July 9, 1999 among Chase
USA, as Transferor, CMB, as Servicer, and CSI, as Underwriter.
4.2 Series 1999-2 Supplement, dated as of July 15, 1999 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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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE CHASE MANHATTAN BANK
By: /s/ Patrick J. Margey
---------------------
Name: Patrick J. Margey
Title: Vice President
Date: July 19, 1999
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Pages
- ------ ------- --------------
4.1 Underwriting Agreement, dated as
of July 9, 1999, among Chase
USA, as Transferor, CMB, as
Servicer, and CSI, as
Underwriter.
4.2 Series 1999-2 Supplement, dated
as of July 15, 1999, 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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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)
July 9, 1999
Chase Securities Inc.
As Underwriter
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,
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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 underwriter listed on
Schedule I to the applicable Terms Agreement (the "Underwriter"). Certificates
of any Series sold to the Underwriter shall be sold pursuant to a Terms
Agreement by and between the Bank and the Underwriter, 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 and VISA revolving credit card
accounts of the Bank (the "Receivables"), and the benefit of the Credit
Enhance-
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ment, 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 Underwriter that:
(a) The Bank has prepared and filed with the Securities and
Exchange Commission (the "Commission") in accordance with the
provisions of the Securities Act of 1933, as amended, and the rules and
regulations of the Commission thereunder (collectively, the "Act"), a
registration statement on Form S-3 (having the registration number
stated in the applicable Terms Agreement), including a form of
prospectus, relating to the 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
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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 and the
Bank does not propose to amend it and if any post-effective amendment
to either such registration statement
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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
Underwriter. 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 Underwriter shall agree in writing to a modification,
the Final Prospectus shall be in all substantial respects in the form
furnished to the Underwriter 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
Underwriter, prior to such time, will be included therein. Any
preliminary form of the Prospectus
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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 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
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Page 7
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that this representation
and warranty shall apply only during the period that a prospectus
relating to the Certificates is required to be delivered under the Act
by dealers in connection with the initial public offering of such
Certificates (such period being hereinafter sometimes referred to as
the "prospectus delivery period"); provided, further, that this
representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information
furnished in writing to the Bank by or on behalf of the Underwriter
specifically for use in connection with the preparation of a
Registration Statement and the Final Prospectus;
(d) As of the Closing Date, the representations and
warranties of the Bank, as Transferor, in the Pooling and Servicing
Agreement and the Supplement will be true and correct;
(e) The Bank has been duly organized and is validly existing
as a national bank in good standing under the laws of the United
States, with power and authority to own its properties and conduct its
business as described in the Final Prospectus, and has been duly
qualified as a foreign corporation for the transaction of business and
is in good standing under the laws of each other jurisdiction in which
it owns or leases properties, or conducts any business, so as to
require such qualification, other than where the failure to be so
qualified or in good standing would not
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Page 8
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 Underwriter 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 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
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Agreement or the Supplement except such as have been obtained and made
under the Act, such as may be required under state securities laws and
the filing of any financing statements required to perfect the Trust's
interest in the Receivables;
(h) The Bank is not in violation of its Articles of
Association or By-laws or in default in the performance or observance
of any obligation, agreement, covenant or condition contained in any
agreement or instrument to which it is a party or by which it or its
properties is bound which would have a material adverse effect on the
transactions contemplated herein, in the Pooling and Servicing
Agreement or the Supplement. The execution, delivery and performance
of this Agreement, the applicable Terms Agreement, the Pooling and
Servicing Agreement, the Supplement and the Credit Enhancement
Agreement, and the issuance and sale of the Certificates and
compliance with the terms and provisions thereof will not result in a
breach or violation of any of the terms of, or constitute a default
under, any statute, rule, regulation or order of any governmental
agency or body or any court having jurisdiction over the Bank or any
of its properties or any material agreement or instrument to which the
Bank is a party or by which the Bank is bound or to which any of the
properties of the Bank is subject, or the Articles of Association or
By-laws of the Bank except for any such breaches or violations or
defaults as would not individually or in the aggregate have a material
adverse effect on the transactions contemplated herein, in the Pooling
and Servicing Agreement and the Supplement;
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(i) Other than as set forth or contemplated in the Final
Prospectus, there are no legal or governmental proceedings pending or,
to the knowledge of the Bank, threatened to which any of the Bank or
its subsidiaries is or may be a party or to which any property of the
Bank or its subsidiaries is or may be the subject which, if determined
adversely to the Bank, could individually or in the aggregate
reasonably be expected to have a material adverse effect on the Bank's
credit card business or on the interests of the holders of the
Certificates; and there are no contracts or other documents of a
character required to be filed as an exhibit to the Initial
Registration Statement or the Additional Registration Statement (if
any) or to be described in the Initial Registration Statement, the
Additional Registration Statement (if any) or the Basic Prospectus
which are not filed or described as required; and
(j) Each of this Agreement and the applicable Terms Agreement
have been duly authorized, executed and delivered by the Bank.
Section 2. Purchase and Sale. Subject to the terms and
conditions and in reliance upon the covenants, representations and warranties
herein set forth, the Bank agrees to sell to the Underwriter, and the
Underwriter agrees to purchase from the Bank, the principal amount of
Certificates set forth opposite the 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.
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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
Underwriter and the Bank may agree upon. The time and date of such payment for
the Certificates as specified in the applicable Terms Agreement are referred to
herein as the "Closing Date." As used herein, the term "Business Day" means any
day other than a day on which banks are permitted or required to be closed in
New York City.
Unless otherwise provided in the applicable Terms Agreement,
payment for the Certificates shall be made against delivery to the Underwriter
of the Certificates registered in the name of Cede & Co. as nominee of The
Depository Trust Company and in such denominations as the Underwriter 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
Underwriter in New York, New York not later than one full Business Day prior to
the Closing Date.
Section 4. Offering by Underwriter. It is understood that the
Underwriter proposes to offer the Certificates for sale
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July 9, 1999
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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 Underwriter 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 Underwriter, 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 Underwriter of such timely filing. In addition, to
the extent that the Underwriter (i) has provided to the Bank
Collateral Term Sheets (as defined below) that the Underwriter has
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 Underwriter has provided to a prospective investor,
the Bank will file or cause to be filed with the Commission a report
on Form 8-K containing such Structural Term Sheet and Computational
Materials, as soon as reasonably practicable after the date of this
Agreement, but in any event, not later than the date on
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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 Underwriter copies of the proposed
amendment or supplement for review and will not file any such proposed
amendment or supplement to which the Underwriter reasonably objects.
(c) During the prospectus delivery period, the Bank will
advise the Underwriter 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
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Prospectus as then supplemented would include any untrue statement of
a material fact or omit to state any material fact necessary to make
the statements therein, in the light of the circumstances under which
they were made, not misleading, or if it shall be necessary to amend
or supplement the Final Prospectus to comply with the Act, the Bank
promptly will prepare and file with the Commission, an amendment or a
supplement which will correct such statement or omission or effect
such compliance.
(e) The Bank will endeavor to qualify the Certificates for
offer and sale under the securities or Blue Sky laws of such
jurisdictions as the Underwriter shall reasonably request and will
continue such qualification in effect so long as reasonably required
for distribution of the Certificates; provided, however, that the Bank
shall not be obligated to qualify to do business in any jurisdiction
in which it is not currently so qualified; and provided, further, that
the Bank shall not be required to file a general consent to service of
process in any jurisdiction.
(f) The Bank will furnish to the 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 the Underwriter may reasonably request.
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(g) For a period from the date of this Agreement until the
retirement of the Certificates, or until such time as the Underwriter
shall cease to maintain a secondary market in the Certificates,
whichever first occurs, the Bank will deliver to the 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, including without
limitation: (i) expenses of preparing, printing and reproducing each
Registration Statement, the Preliminary Final Prospectus, the Final
Prospectus, this Agreement, the applicable Terms Agreement, the
Pooling and Servicing Agreement, the Supplement and the Certificates,
(ii) the cost of delivering the Certificates to the Underwriters,
(iii) any fees charged by investment rating agencies for the rating of
such Certificates, and (iv) the reasonable expenses and costs (not to
exceed the amount specified in the applicable Terms Agreement)
incurred in connection with "blue sky" qualification of the
Certificates for sale in those states designated by the Underwriter
and the printing of memoranda relating thereto (it being understood
that, except as speci-
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fied 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 Underwriter, transfer taxes on resale of any
Certificates by them and advertising expenses connected with any
offers that they may make).
(i) To the extent, if any, that the rating provided with
respect to the Certificates by the rating agency or agencies that
initially rate the Certificates is conditional upon the furnishing of
documents or the taking of any other 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 Underwriter as soon as practicable an
earnings statement covering a period of at least twelve months
beginning with the first fiscal quarter of the Trust occurring after
the effective date of the Initial Registration Statement (or, if
later, the effective date of the Additional Registration Statement),
which shall satisfy the provisions of Section 11(a) of the Act and
Rule 158 of the Commission promulgated thereunder.
(k) During the period beginning on the date hereof and
continuing to and including the Business Day following the Closing
Date, the Bank will not offer, sell, contract to sell or otherwise
dispose of any credit card asset-backed securities of the Bank which
are substantially similar to the Certificates without the prior
written consent of each Underwriter or unless such securities are
referenced in the Terms Agreement.
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Section 6. Representations and Warranties of the Underwriter.
The 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
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Page 18
Collateral Term Sheet, that such information supersedes the
information in all prior Collateral Term Sheets.
(e) Each Structural Term Sheet and Series Term Sheet and all
Computational Materials bear a legend substantially as follows (or in
such other form as may be agreed prior to the date of this Agreement):
This information does not constitute either an offer to sell
or a solicitation of an offer to buy any of the securities
referred to herein. Information contained herein is
confidential and provided for information only, does not
purport to be complete and should not be relied upon in
connection with any decision to purchase the securities. This
information supersedes any prior versions hereof and will be
deemed to be superseded by any subsequent versions including,
with respect to any description of the securities or the
underlying assets, the information contained in the final
Prospectus and accompanying Prospectus Supplement. Offers to
sell and solicitations of offers to buy the securities are
made only by the final Prospectus and the related Prospectus
Supplement.
(f) It (at its own expense) agrees to provide to the Bank any
accountants' letters obtained relating to the Collateral Term Sheets,
Structural Term Sheets and Computational Materials, which accountants'
letters shall be addressed to the Bank.
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Page 19
(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 the Underwriter is an authorized
person under the Financial Services Act 1986, it has only promoted and
shall only promote (as that term is defined in Regulation 1.02 of the
Financial Services (Promotion of Unregulated Schemes) Regulations
1991) to any person in the United Kingdom the scheme described in the
Prospectus if that person is of a kind described either in Section
76(2) of the Financial Services Act 1986 or in Regulation 1.04 of the
Financial Services (Promotion of Unregulated Schemes) Regulations
1991.
For purposes of this Agreement, "Collateral Term Sheets" and
"Structural Term Sheets" shall have the respective meanings assigned to them in
the February 13, 1995 letter of
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July 9, 1999
Page 20
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 Underwriter.
The obligations of the Underwriter to purchase and pay for Certificates on the
Closing Date shall be subject to the accuracy of the representations and
warranties of the Bank contained herein, to the accuracy of the statements of
the Bank made in any certificates pursuant to the terms hereof, to the
performance by the Bank of its obligations hereunder and under the applicable
Terms Agreement and to the following additional conditions:
(a) The Final Prospectus shall have been filed with the
Commission pursuant to Rule 424 in the manner and within the
applicable time period prescribed for such filing by the rules and
regulations of the Commission under the Act and in accordance with
Section 5(a) of this Agreement; and, as of the Closing Date, no stop
order suspending the effectiveness of any Registration Statement shall
have been issued, and no
<PAGE>
Chase Securities Inc.
July 9, 1999
Page 21
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 Underwriter.
(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 Underwriter, impracticable to market the Certificates
on the terms specified herein and the applicable Terms Agreement.
(c) The Underwriter has 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
<PAGE>
Chase Securities Inc.
July 9, 1999
Page 22
Registration Statement has been issued and no proceedings for that
purpose have been instituted or are threatened by the Commission and
(iv) the Final Prospectus does not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.
(d) The Bank shall have furnished to the Underwriter 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 Underwriter.
(e) The Underwriter shall have received from Skadden, Arps,
Slate, Meagher & Flom LLP, counsel for the Underwriter, 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 Underwriter may reasonably
require, and the Bank shall have furnished to such counsel such
documents as they request for the purpose of enabling them to pass on
such matters.
(f) At the date of the applicable Terms Agreement and at the
Closing Date, Price Waterhouse LLP (or such other independent public
accountants as shall be named in the
<PAGE>
Chase Securities Inc.
July 9, 1999
Page 23
applicable Terms Agreement), certified independent public accountants
for the Bank, shall have furnished to the Underwriter 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
Underwriter and counsel for the Underwriter.
(g) The Underwriter shall receive evidence satisfactory to it
that, on or before the Closing Date, UCC-1 financing statements have
been or are being filed in the office of the Secretary of State of the
State of Delaware, reflecting the interest of the Trustee in the
Receivables and the proceeds thereof.
(h) The Underwriter 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,
<PAGE>
Chase Securities Inc.
July 9, 1999
Page 24
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 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
<PAGE>
Chase Securities Inc.
July 9, 1999
Page 25
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 Underwriter shall be named as a recipient 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 Underwriter shall have received evidence satisfactory
to it that the Certificates shall be rated in accordance with the
applicable Terms Agreement by the Rating Agency.
(k) The Underwriter 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 Underwriter
and counsel for the Underwriter in all material respects and the
Underwriter and counsel for the Underwriter shall have received such
information, cer-
<PAGE>
Chase Securities Inc.
July 9, 1999
Page 26
tificates and documents as the Underwriter or counsel for the
Underwriter may reasonably request.
If any of the conditions specified in this Section 7 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Underwriter and its counsel, this Agreement and all
obligations of the Underwriter hereunder may be cancelled at, or at any time
prior to, the Closing Date by the Underwriter. Notice of such cancellation
shall be given to the Bank in writing or by telephone or facsimile confirmed in
writing.
Section 8. Reimbursement of Underwriter's Expenses. If the
sale of the Certificates provided for herein is not consummated because any
condition to the obligations of the Underwriter 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 Underwriter, 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 Underwriter.
<PAGE>
Chase Securities Inc.
July 9, 1999
Page 27
Section 9. Indemnification and Contribution. (a) The Bank
agrees to indemnify and hold harmless the Underwriter, each of the directors
thereof, each of the officers who are involved in the Offering and each person,
if any, who controls each Underwriter within the meaning of the Act against any
and all losses, claims, damages or liabilities, joint or several, to which they
or any of them may become subject under the Act, the Exchange Act or any other
federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement as
originally filed or in any amendment thereof, or in any Preliminary Final
Prospectus or the Final Prospectus, or in any amendment thereof or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and agrees to reimburse each such
indemnified party for any legal or other expenses reasonably incurred by it in
connection with investigating or preparing to defend or defending any such
loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that (i) the Bank will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or
alleged omission made in any of such documents in reliance upon and in
conformity with written information furnished to the Bank by or on behalf of
the Underwriter specifically for use therein, and (ii) such indemnity with
respect to any Preliminary Final Prospectus shall not inure to any benefit of
the Underwriter (or any person controlling the
<PAGE>
Chase Securities Inc.
July 9, 1999
Page 28
Underwriter) from whom the person asserting any such loss, claim, damage or
liability purchased the Certificates which are the subject thereof if such
person did not receive a copy of the 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) The 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 Underwriter, but only with reference to written information
furnished to the Bank by or on behalf of the 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 the
Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this
Section 9 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying
party under this Section 9, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under this Section 9 unless the
<PAGE>
Chase Securities Inc.
July 9, 1999
Page 29
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
<PAGE>
Chase Securities Inc.
July 9, 1999
Page 30
counsel for the indemnified party at the expense of the indemnifying party; and
except that, if clause (i) or (iii) is applicable, such liability shall be only
in respect of the counsel referred to in such clause (i) or (iii).
(d) If recovery is not available or is insufficient under the
foregoing indemnification provisions of this Section 9, for any reason other
than as specified herein, the parties entitled to indemnification by the terms
hereof shall be entitled to contribution to liabilities and expenses, except to
the extent that contribution is not permitted under Section 11(f) of the Act.
In determining the amount of contribution to which the Bank and the Underwriter
are entitled, there shall be considered the relative benefits received by each
from the offering of the Certificates (taking into account the total proceeds
of the offering received by the Bank and the total underwriting discounts and
commissions received by the Underwriter), 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 Underwriter agree that it would not be equitable if the amount of
such contribution were determined by pro rata or per capita allocation. Neither
the Underwriter nor any person controlling the 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 the Underwriter and
its controlling persons have otherwise been required to pay in respect of the
same claim or any substantially similar claim.
<PAGE>
Chase Securities Inc.
July 9, 1999
Page 31
Section 10. [Intentionally Omitted]
Section 11. Representations and Indemnities to Survive. The
respective agreements, representations, warranties, indemnities and other
statements of the Bank and of the Underwriter set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation, or statement as to the results thereof, made by or on behalf of
you or the Bank or any of the officers, directors or controlling persons
referred to in Section 9 hereof, and will survive delivery of and payment for
the Certificates. The provisions of Sections 8 and 9 hereof shall survive the
termination or cancellation of this Agreement.
Section 12. Notices. All communication hereunder shall be in
writing and, if sent to the Underwriter will be mailed, delivered or telecopied
and confirmed to it at 270 Park Avenue, New York, New York 10017, Attention:
David A. Howard Jr., Telecopy No: (212) 834-6564; if sent to the Bank, will be
mailed, delivered or telecopied and confirmed to them care of Chase Manhattan
Bank USA, National Association, at 802 Delaware Avenue, Wilmington, Delaware,
19801, Telecopy No.: (302) 575-5467, Attention: Keith Schuck, Vice President.
Section 13. Secondary Trust or Special Purpose Vehicle. The
Underwriter represents that it will not, at any time that the Underwriter is
acting as an "underwriter" (as defined in Section 2(11) of the Act) with
respect to the Certificates, transfer, deposit or otherwise convey any
Certificates into a trust or other type of special purpose vehicle that issues
securities or other instruments backed in whole or in part by, or
<PAGE>
Chase Securities Inc.
July 9, 1999
Page 32
that represents interests in, such Certificates without the prior written
consent of the Bank.
Section 14. Miscellaneous. This Agreement is to be governed
by, and construed in accordance with, the laws of the State of New York; it may
be executed in two or more counterparts, each of which when so executed and
delivered shall be an original, but all of which together shall constitute one
and the same instrument. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns and
the officers and directors and controlling persons referred to in Section 9
hereof, and no other person shall have any right or obligation hereunder. This
Agreement supersedes all prior agreements and understandings between the
parties relating to the subject matter hereof, other than those contained in
the Terms Agreement executed in connection herewith. Neither this Agreement nor
any term hereof may be changed, waived, discharged or terminated orally, but
only by an instrument in writing signed by the party against whom enforcement
of the change, waiver, discharge or termination is sought. The headings in this
Agreement are for purposes of reference only and shall not limit or otherwise
affect the meaning hereof.
Section 15. Effectiveness. This Agreement shall become
effective upon execution and delivery of the applicable Terms Agreement.
<PAGE>
If you are in agreement with the foregoing, please sign the
counterpart hereof and return it to the Bank, whereupon this letter and your
acceptance shall become a binding agreement between the Bank and the
Underwriter.
Very truly yours,
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
By /s/ Patricia Garvey
----------------------
Name: Patricia Garvey
Title: Vice President
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
CHASE SECURITIES INC.
By /s/ David A. Howard Jr.
--------------------------
Name: David A. Howard Jr.
Title: Managing Director
<PAGE>
Exhibit A to Exhibit 4.1
CHASE CREDIT CARD MASTER TRUST
CLASS A FLOATING RATE ASSET BACKED CERTIFICATES, SERIES 1999-2
CLASS B FLOATING RATE ASSET BACKED CERTIFICATES, SERIES 1999-2
TERMS AGREEMENT
Dated: July 9, 1999
To: Chase Manhattan Bank USA, National Association
Re: Underwriting Agreement dated July 9, 1999
Series Designation: Series 1999-2
Underwriter:
Chase Securities Inc. is the "Underwriter" 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 $500,000,000 LIBOR + 0.140% 100.000%
Class B $ 41,666,000 LIBOR + 0.360% 100.000%
(1) Plus accrued interest at the applicable rate from July 15, 1999.
A-1
<PAGE>
Distribution Dates: Class A: the 15th day of each month (or if such 15th day is
not a business day the next succeeding business day), commencing August 16,
1999.
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 August 16, 1999.
Certificate Ratings:
Class A: AAA by Standard & Poor's
Aaa by Moody's
AAA by Fitch
Class B: A by Standard & Poor's
A2 by Moody's
A by Fitch
Credit Enhancement Provider: Barclays Bank PLC
Trustee: The Bank of New York
Pooling and Servicing Agreement: The Second Amended and Restated Pooling and
Servicing Agreement, dated as of September 1, 1996, as amended, between Chase
Manhattan Bank USA, National Association, as Transferor on and after June 1,
1996, The Chase Manhattan Bank, as Transferor prior to June 1, 1996 and as
Servicer, and The Bank of New York, as Trustee, on behalf of the
Certificateholders of Chase Credit Card Master Trust.
Supplement: Series 1999-2 Supplement, dated as of July 15, 1999, between Chase
Manhattan Bank USA, National Association, as Transferor on and after June 1,
1996, The Chase Manhattan Bank, as Transferor prior to June 1, 1996 and as
Servicer, and The Bank of New York, as Trustee, on behalf of the Series 1999-2
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:
A-2
<PAGE>
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:
Underwriting
Discounts Selling
Class and Concessions Concessions Reallowance
------- --------------- ----------- -----------
Class A .225% .150% .125%
Class B .275% .165% .125%
Closing Date: July 15, 1999, 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
A-3
<PAGE>
Opinion Modifications: None
Other securities being offered concurrently: None.
A-4
<PAGE>
The Underwriter agrees, 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 principal amounts of the above
referenced Series of Certificates set forth opposite its name on Schedule I
hereto.
CHASE SECURITIES INC.
By:__________________
Name:
Title:
Accepted:
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
By:__________________
Name:
Title:
<PAGE>
SCHEDULE I TO EXHIBIT 4.1
UNDERWRITER
$500,000,000 Principal Amount of Class A Floating Rate Asset Backed
Certificates, Series 1999-2
Principal Amount
----------------
Chase Securities Inc. $500,000,000
$41,666,000 Principal Amount of Class B Floating Rate Asset Backed
Certificates, Series 1999-2
Principal Amount
----------------
Chase Securities Inc. $41,666,000
<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 1999-2 Certificateholders
-------------------------------------------------
SERIES 1999-2 SUPPLEMENT
Dated as of July 15, 1999
to
SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1996
-------------------------------------------------
CHASE CREDIT CARD MASTER TRUST
Series 1999-2
<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 8. Article V of the Agreement .........................43
SECTION 9. Series 1999-2 Pay Out Events .......................47
SECTION 10. Issuance of Additional Certificates ................48
SECTION 11. Series 1999-2 Termination ..........................49
SECTION 12. Counterparts .......................................49
SECTION 13. Governing Law ......................................49
SECTION 14. No Petition ........................................50
SECTION 15. Tax Representation and Covenant ....................50
SECTION 16. Amendment to Agreement .............................50
<PAGE>
Page
----
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 1999-2
Certificateholders' Statement
SCHEDULE I Schedule to Exhibit C of the Pooling and
Servicing Agreement with respect to the Investor
Certificates
ii
<PAGE>
SERIES 1999-2 SUPPLEMENT, dated as of July 15, 1999 (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 and Restated 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 1999-2 Certificates."
The two classes shall be designated the Class A Floating Rate Asset Backed
Certificates, Series 1999-2 (the "Class A Certificates") and the Class B
Floating Rate Asset Backed Certificates, Series 1999-2 (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 1999-2 (the
"Collateral Interest").
<PAGE>
(b) Series 1999-2 shall be included in Group One (as defined
below). Series 1999-2 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 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.
2
<PAGE>
"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 1999-2) 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.
"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.
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"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 1999-2
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 (net of any available investment earnings on
amounts on deposit in the Spread Account (as defined in the Loan Agreement) for
such Monthly Period), 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.
"Class A Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the sum of (a) the Class A
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Floating Allocation of the Collections of Finance Charge Receivables allocated
to the Investor Certificates and deposited in the Finance Charge Account for
such Monthly Period (or to be deposited in the Finance Charge Account on the
related Transfer Date with respect to the preceding Monthly Period pursuant to
the third paragraph of subsection 4.3(a) and Section 2.8 of the Agreement and
subsection 3(b) of this Series Supplement), excluding the portion of Collections
of Finance Charge Receivables attributable to Servicer Interchange, (b) with
respect to any Monthly Period during the Controlled Accumulation Period prior to
the payment in full of the Class A Investor Interest, the Principal Funding
Investment Proceeds arising pursuant to subsection 4.14(b), if any, with respect
to the related Transfer Date and (c) the Reserve Draw Amount (up to the
Available Reserve Draw Account Amount) plus any amounts of interest and earnings
described in subsections 4.15(b) and 4.15(d) which will be deposited into the
Finance Charge Account on the related Transfer Date.
"Class A Certificate Rate" shall mean from the Closing Date
through August 15, 1999 and with respect to each Interest Period thereafter, a
per annum rate equal to 0.14% per annum in excess of LIBOR, as determined on the
related LIBOR Determination Date.
"Class A Certificateholder" shall mean the Person in whose
name a Class A Certificate is registered in the Certificate Register.
"Class A Certificates" shall mean any of the certificates
executed by the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-1 hereto.
"Class A Deficiency Amount" shall have the meaning specified
in subsection 4.6(a).
"Class A Fixed Allocation" shall mean, with respect to any
Monthly Period following the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Class A Investor Interest
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as of the close of business on the last day of the Revolving Period and the
denominator of which is equal to the Investor Interest as of the close of
business on the last day of the Revolving Period.
"Class A Floating Allocation" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is the Class A Adjusted Investor
Interest as of the close of business on the last day of the preceding Monthly
Period and 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 $500,000,000.
"Class A Investor Allocation" shall mean, with respect to any
Monthly Period, (a) with respect to Default Amounts and Finance Charge
Receivables at any time and Principal Receivables during the Revolving Period,
the Class A Floating Allocation, and (b) with respect to Principal Receivables
during the Controlled Accumulation Period or Rapid Amortization Period, the
Class A Fixed Allocation.
"Class A Investor Charge-Offs" shall have the meaning
specified in subsection 4.10(a).
"Class A Investor Default Amount" shall mean, with respect to
each Transfer Date, an amount equal to the product of (a) the Aggregate Investor
Default Amount for the related Monthly Period and (b) the Class A Floating
Allocation applicable for the related Monthly Period.
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"Class A Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class A Initial Investor Interest,
minus (b) the aggregate amount of principal payments made to Class A
Certificateholders prior to such date and minus (c) the excess, if any, of the
aggregate amount of Class A Investor Charge-Offs pursuant to subsection 4.10(a)
over Class A Investor Charge-Offs reimbursed pursuant to subsection 4.11(b)
prior to such date of determination; provided, however, that the Class A
Investor Interest may not be reduced below zero.
"Class A Monthly Interest" shall have the meaning specified in
subsection 4.6(a).
"Class A Monthly Principal" shall mean the monthly principal
distributable in respect of the Class A Certificates as calculated in accordance
with subsection 4.7(a).
"Class A Required Amount" shall have the meaning specified in
subsection 4.8(a).
"Class A Scheduled Payment Date" shall mean the June 2002
Distribution Date.
"Class A Servicing Fee" shall have the meaning specified in
subsection 3(a) of this Series Supplement.
"Class B Additional Interest" shall have the meaning specified
in subsection 4.6(b).
"Class B Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the Class B Floating Allocation of the
Collections of Finance Charge Receivables and allocated to the Investor
Certificates and deposited in the Finance Charge Account for such Monthly Period
(or to be deposited in the Finance Charge Account on the related Transfer Date
with respect to the preceding Monthly Period pursuant to the third paragraph of
subsection 4.3(a) of the Agreement and subsection 3(b) of this Series
Supplement), excluding the portion of Collections of Finance Charge Receivables
attributable to Servicer Interchange.
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<PAGE>
"Class B Certificate Rate" shall mean from the Closing Date
through August 15, 1999, and for each Interest Period thereafter, a per annum
rate equal to 0.36% per annum in excess of LIBOR, as determined on the related
LIBOR Determination Date.
"Class B Certificateholder" shall mean the Person in whose
name a Class B Certificate is registered in the Certificate Register.
"Class B Certificates" shall mean any of the certificates
executed by the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-2 hereto.
"Class B Deficiency Amount" shall have the meaning specified
in subsection 4.6(b).
"Class B Fixed Allocation" shall mean, with respect to any
Monthly Period following the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Class B Investor Interest as of the close of business on the last day of the
Revolving Period and the denominator of which is equal to the Investor Interest
as of the close of business on the last day of the Revolving Period.
"Class B Floating Allocation" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is the Class B Investor Interest as
of the close of business on the last day of the preceding Monthly Period and the
denominator of which is equal to the Adjusted Investor Interest as of the close
of business on such day; provided, however, that, 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.
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<PAGE>
"Class B Initial Investor Interest" shall mean the aggregate
initial principal amount of the Class B Certificates, which is $41,666,000.
"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 (c), (d) and (e); provided, however, that the Class B
Investor Interest may not be reduced below zero.
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<PAGE>
"Class B Monthly Interest" shall have the meaning specified in
subsection 4.6(b).
"Class B Monthly Principal" shall mean the monthly principal
distributable in respect of the Class B Certificates as calculated in accordance
with subsection 4.7(b).
"Class B Required Amount" shall have the meaning specified in
subsection 4.8(b).
"Class B Scheduled Payment Date" shall mean the July 2002
Distribution Date.
"Class B Servicing Fee" shall have the meaning specified in
subsection 3(a) hereof.
"Closing Date" shall mean July 15, 1999.
"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.
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<PAGE>
"Collateral Charge-Offs" shall have the meaning specified in
subsection 4.10(c).
"Collateral Default Amount" shall mean, with respect to any
Transfer Date, an amount equal to the product of (a) the Aggregate Investor
Default Amount for the related Monthly Period and (b) the Collateral Floating
Allocation applicable for the related Monthly Period.
"Collateral Fixed Allocation" shall mean, with respect to any
Monthly Period following the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Collateral Interest as of the close of business on the last day of the Revolving
Period and the denominator of which is equal to the Investor Interest as of the
close of business on the last day of the Revolving Period.
"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 $53,572,096.
"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
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<PAGE>
subsections 4.12(a) and (b) on all prior Transfer Dates, minus (e) an amount
equal to the amount by which the Collateral Interest has been reduced on all
prior Transfer Dates pursuant to subsections 4.10(a) and (b), and plus (f) the
aggregate amount of Excess Spread allocated and available on all prior Transfer
Dates pursuant to subsection 4.11(h), for the purpose of reimbursing amounts
deducted pursuant to the foregoing clauses (c), (d) and (e); provided further,
however, that the Collateral Interest may not be reduced below zero.
"Collateral Interest Holder" shall mean the entity so
designated in the Loan Agreement.
"Collateral Interest Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof.
"Collateral Monthly Interest" shall mean the monthly interest
distributable in respect of the Collateral Interest as calculated in accordance
with subsection 4.6(c).
"Collateral Monthly Principal" shall mean the monthly
principal distributable in respect of the Collateral Interest as calculated in
accordance with subsection 4.7(c).
"Collateral Rate" shall mean, for any Interest Period, the
rate specified in the Loan Agreement.
"Controlled Accumulation Amount" shall mean (a) for any
Transfer Date with respect to the Controlled Accumulation Period prior to the
payment in full of the Class A Investor Interest, $41,666,000; 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
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<PAGE>
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 May 31, 2001 or such later date as is determined in accordance with
subsection 4.9(i) and ending on the first to occur of (a) the commencement of
the Rapid Amortization Period and (b) the Series 1999-2 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).
"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
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<PAGE>
the Monthly Period relating to such date over the month to date amount of
Collections processed in respect of Principal Receivables for such Monthly
Period allocable to investor certificates of all outstanding Series, not subject
to reallocation, which are on deposit or to be deposited in the Principal
Account on such date.
"Deficiency Amount" shall mean, at any time of determination,
the sum of the Class A Deficiency Amount and the Class B Deficiency Amount.
"Distribution Date" shall mean August 16, 1999 and the
fifteenth day of each calendar month thereafter, or if such fifteenth day is not
a Business Day, the next succeeding Business Day.
"Excess Principal Funding Investment Proceeds" shall mean,
with respect to each Transfer Date relating to the Controlled Accumulation
Period, the amount, if any, by which the Principal Funding Investment Proceeds
for such Transfer Date exceed the Covered Amount determined on such Transfer
Date.
"Excess Spread" shall mean, with respect to any Transfer Date,
the sum of the amounts with respect to such Transfer Date, if any, specified
pursuant to subsections 4.9(a)(iv), 4.9(b)(iii) and 4.9(c)(ii).
"Finance Charge Shortfall" shall mean, with respect to any
Transfer Date, the excess, if any, of the amount distributable pursuant to the
subsections 4.11(a) through (i) over Excess Spread.
"Fitch" shall mean Fitch 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
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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 qoutient of (A) the sum
of (I)aggregate amount of Principal Receivables in the Trust as of the close of
business on the last day of the prior Monthly Period multiplied by the actual
number of days in the period from and including the first day of such Monthly
Period to but excluding the related Addition Date or Removal Date and (II) 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, multiplied by the actual number of
days in the period from and including the related Addition Date or Removal Date
to and including the last day of such Monthly Period over (B) the actual number
of days in 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
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<PAGE>
such last day of the prior Monthly Period and (b) the sum of the numerators used
to calculate the Investor Percentages (as such term is defined in the Agreement)
for allocations with respect to Finance Charge Receivables, Default Amounts or
Principal Receivables, as applicable, for all outstanding Series on such date of
determination; provided, however, that with respect to any Monthly Period in
which an Addition Date occurs or in which a Removal Date occurs, the amount
determined pursuant to clause (a)(i) hereof shall be the quotient of (A) the sum
of (I) the aggregate amount of Principal Receivables in the Trust as of the
close of business on the last day of the prior Monthly Period multiplied by the
actual number of days in the period from and including the first day of such
Monthly Period to but excluding the related Addition Date or Removal Date and
(II) 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, multiplied by the
actual number of days in the period from and including the related Addition Date
or Removal Date to and including the last day of such Monthly Period, over (B)
the actual number of days in such Monthly Period.
"Group One" shall mean Series 1999-2 and each other Series
specified in the related Supplement to be included in Group One.
"Initial Investor Interest" shall mean $595,238,096; provided,
however, that following the issuance of any Additional Certificates pursuant to
Section 10 hereof "Initial Investor Interest" shall mean the sum of $595,238,096
and the initial investor interest of such Additional Certificates.
"Interest Period" shall mean, with respect to any Distribution
Date, the period from and including the previous Distribution Date through the
day preceding such Distribution Date, except that the initial Interest Period
shall be the period from and including the Closing Date through the day
preceding the initial Distribution Date.
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<PAGE>
"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).
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"Investor Servicing Fee shall have the meaning specified in
subsection 3(a) hereof.
"LIBOR" shall mean, for any Interest Period, the London
interbank offered rate for one-month United States dollar deposits determined by
the Trustee for each Interest Period in accordance with the provisions of
Section 4.16.
"LIBOR Determination Date" shall mean July 13, 1999 for the
period from the Closing Date through August 15, 1999, and the second London
Business Day prior to the commencement of the second and each subsequent
Interest Period.
"Loan Agreement" shall mean the agreement among the
Transferor, the Servicer, the Trustee, and the Collateral Interest Holder, dated
as of the Closing Date, as amended or modified from time to time.
"London Business Day" shall mean any Business Day on which
dealings in deposits in United States dollars are transacted in the London
interbank market.
"Minimum Transferor Interest Percentage" shall mean 7%.
"Monthly Period" shall have the meaning specified in the
Agreement, except that the first Monthly Period with respect to the Investor
Certificates shall begin on and include the Closing Date and shall end on and
include July 31, 1999.
"Monthly Principal Payment" shall mean with respect to any
Monthly Period, for all Series (including Series 1999-2) 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)
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the Investor Interest as of the end of the prior Monthly Period taking into
effect any payments to be made on the following Distribution Date for any Series
in its Principal Amortization Period or Rapid Amortization Period (as such terms
are defined in the related Supplements for all Series), (d) the Adjusted
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 Section 9.1 or a Series
1999-2 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 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
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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.
"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 1999-2 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
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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. The Servicer agrees that one of such
banks shall be the Agent (as defined in the Loan Agreement).
"Required Accumulation Factor Number" shall be equal to a
fraction, rounded upwards to the nearest whole number, the numerator of which is
one and the denominator of which is equal to the lowest monthly principal
payment rate on the Accounts, expressed as a decimal, for the 12 months
preceding the date of such calculation.
"Required Collateral Interest" shall mean (a) initially,
$53,572,096 and (b) on any Transfer Date thereafter, 9.0% of the sum of the
Class A Adjusted Investor Interest, the Class B
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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 $17,857,143; 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 1999-2.
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"Reserve Account" shall have the meaning specified in
subsection 4.15(a).
"Reserve Account Funding Date" shall mean the Transfer Date
which occurs not later than the earliest of (a) the Transfer Date with respect
to the Monthly Period which commences three months prior to the commencement of
the Controlled Accumulation Period; (b) the first Transfer Date for which the
Portfolio Adjusted Yield is less than 2%, but in such event the Reserve Account
Funding Date shall not be required to occur earlier than the Transfer Date with
respect to the Monthly Period which commences 12 months prior to the
commencement of the Controlled Accumulation Period; (c) the first Transfer Date
for which the Portfolio Adjusted Yield is less than 3%, but in such event the
Reserve Account Funding Date shall not be required to occur earlier than the
Transfer Date with respect to the Monthly Period which commences six months
prior to the commencement of the Controlled Accumulation Period; and (d) the
first Transfer Date for which the Portfolio Adjusted Yield is less than 4%, but
in such event the Reserve Account Funding Date shall not be required to occur
earlier than the Transfer Date with respect to the Monthly Period which
commences four months prior to the commencement of the Controlled Accumulation
Period.
"Reserve Account Surplus" shall mean, as of any Transfer Date
following the Reserve Account Funding Date, the amount, if any, by which the
amount on deposit in the Reserve Account exceeds the Required Reserve Account
Amount.
"Reserve Draw Amount" shall have the meaning specified in
subsection 4.15(c).
"Revolving Period" shall mean the period from and including
the Closing Date to, but not including, the earlier of (a) the day the
Controlled Accumulation Period commences and (b) the Pay Out Commencement Date.
"Series 1999-2" shall mean the Series of the Chase Credit Card
Master Trust represented by the Investor Certificates.
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"Series 1999-2 Certificateholders" shall mean the holder of
record of a Series 1999-2 Certificate.
"Series 1999-2 Certificates" shall mean the Class A
Certificates and the Class B Certificates.
"Series 1999-2 Pay Out Event" shall have the meaning specified
in Section 9 hereof.
"Series 1999-2 Termination Date" shall mean the earliest to
occur of (a) the Distribution Date on which the Investor Interest is paid in
full, (b) the October 2004 Distribution Date and (c) the Trust Termination Date.
"Series Principal Shortfall" shall mean with respect to any
Transfer Date, the excess, if any, of (a) (i) with respect to any Transfer Date
relating to the Controlled Accumulation Period, the sum of (A) the Controlled
Deposit Amount for such Transfer Date, and (B) the excess, if any, of the
Collateral Interest for such Transfer Date over the Required Collateral Interest
for such Transfer Date and (ii) with respect to any Transfer Date during the
Rapid Amortization Period, the Adjusted Investor Interest over (b) the Investor
Principal Collections minus the Reallocated Principal Collections for such
Transfer Date.
"Series Servicing Fee Percentage" shall mean 2.0%.
"Servicer Interchange" shall mean, for any Monthly Period, the
portion of Collections of Finance Charge Receivables allocated to the Investor
Certificates and deposited in the Finance Charge Account with respect to such
Monthly Period that is attributable to Interchange; provided, however, that
Servicer Interchange for a Monthly Period shall not exceed one-twelfth of the
product of (i) the Adjusted Investor Interest as of the last day of such Monthly
Period and (ii) 1.00%.
"Shared Excess Finance Charge Collections" shall mean, with
respect to any Distribution Date, as the context requires, either (x) the amount
described in subsection 4.11(k) allocated
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to the Series 1999-2 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 1999-2 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.
"Special Collateral Rate" shall have the meaning set forth in
the Loan Agreement.
"Spread Account" shall have the meaning set forth in the Loan
Agreement.
"Telerate Page 3750" shall mean the display page currently so
designated on the Dow Jones Telerate Service (or such other page as may replace
that page on that service for the purpose of displaying comparable rates or
prices).
SECTION 3. Servicing Compensation and Assignment of
Interchange. The share of the Servicing Fee allocable to Series 1999-2 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 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 July 1999 Monthly Period and
the denominator of which is 360, (ii) 2.0% and (iii) the Investor
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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 July 1999
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 July 1999 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
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to any Transfer Date (the "Collateral Interest Servicing Fee") shall be equal to
one-twelfth of the product of (i) the Collateral Floating Allocation, (ii) the
Net Servicing Fee Rate and (iii) the Adjusted Investor Interest as of the last
day of the Monthly Period preceding such Transfer Date; provided, however, that
with respect to the first Transfer Date, the Collateral Interest Servicing Fee
shall be equal to the product of (i) the Collateral Floating Allocation, (ii) a
fraction, the numerator of which is the number of days from and including the
Closing Date to and including the last day of the July 1999 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 alloca-
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ble 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 1999-2 Certificates to the
Trustee for authentication in accordance with Section 6.1. The Trustee shall
deliver such Certificates when authenticated in accordance with Section 6.2.
SECTION 6. Depository; Form of Delivery of Investor
Certificates.
(a) The Class A Certificates and the Class B Certificates
shall be delivered as Book-Entry Certificates as provided in Sections 6.1 and
6.10.
(b) The Depository for Series 1999-2 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:
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ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.4 Rights of Certificateholders and the Collateral
Interest Holder . The Investor Certificates shall represent undivided interests
in the Trust, consisting of the right to receive, to the extent necessary to
make the required payments with respect to such Investor Certificates at the
times and in the amounts specified in this Agreement, (a) the Floating Investor
Percentage and Fixed Investor Percentage (as applicable from time to time) of
Collections received with respect to the Receivables and (b) funds on deposit in
the Collection Account, the Finance Charge Account, the Excess Funding Account,
the Principal Account, the Principal Funding Account, the Reserve Account and
the Distribution Account. The Collateral Interest shall be subordinate to the
Class A Certificates and the Class B Certificates. The Class B Certificates
shall be subordinate to the Class A Certificates. The Transferor Certificate
shall not represent any interest in the Collection Account, the Finance Charge
Account, the Principal Account, the Excess Funding Account, the Principal
Funding Account, the Reserve Account or the Distribution Account, except as
specifically provided in this Article IV.
SECTION 4.5 Allocations.
(a) Allocations During the Revolving Period. During the
Revolving Period, the Servicer shall, prior to the close of business on the day
any Collections are deposited in the 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
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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
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Processing and the application of payments referred to in subsection
4.3(b)) and otherwise shall be deposited into the Excess Funding
Account.
(b) Allocations During the Controlled Accumulation Period.
During the Controlled Accumulation Period, the Servicer shall, prior to the
close of business on the day any Collections are deposited in the Collection
Account, allocate to the Investor Certificateholders or the Holder of the
Transferor Certificate and pay or deposit from the Collection Account the
following amounts as set forth below:
(i) Deposit into the Finance Charge Account an amount equal to
the product of (A) the Investor Percentage on the Date of Processing
of such Collections and (B) the aggregate amount of Collections
processed in respect of Finance Charge Receivables on such Date of
Processing to be applied in accordance with Section 4.9.
(ii) Deposit into the Principal Account an amount equal to the
product of (A) the Collateral Allocation on the Date of Processing of
such Collections, (B) the Investor Percentage on the Date of
Processing of such Collections and (C) the aggregate amount of
Collections processed in respect of Principal Receivables on such Date
of Processing to be applied first in accordance with Section 4.12 and
then in accordance with subsection 4.9(e).
(iii) Deposit into the Principal Account an amount equal to
the product of (A) the Class B Investor Allocation on the Date of
Processing of such Collections, (B) the Investor Percentage on the
Date of Processing of such Collections and (C) the aggregate amount of
Collections processed in respect of Principal Receivables on such Date
of Processing to be applied first in accordance with Section 4.12 and
then in accordance with subsection 4.9(e).
(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
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Investor Percentage on the Date of Processing of such Collections and
(3) the aggregate amount of Collections processed in respect of
Principal Receivables on such Date of Processing; provided, however,
that the amount deposited into the Principal Account pursuant to this
subsection 4.5(b)(iv)(A) shall not exceed the Daily Principal
Shortfall, and (B) pay to the Holder of the Transferor Certificate an
amount equal to the excess, if any, identified in the proviso to
clause (A) above; provided, however, that the amount to be paid to the
Holder of the Transferor Certificate pursuant to this subsection
4.5(b)(iv)(B) with respect to any Date of Processing shall be paid to
the Holder of the Transferor Certificate only if the Transferor
Interest on such Date of Processing is greater than the Minimum
Transferor Interest (after giving effect to the inclusion in the Trust
of all Receivables created on or prior to such Date of 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 (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) (A) Deposit into the Principal Account an amount equal to
the product of (1) the Investor Percentage on the Date of Processing
of such Collections and (2) the aggregate amount of Collections
processed in respect of Principal Receivables on such Date of
Processing; provided, however, that the amount deposited into the
Principal Account pursu-
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ant to this subsection 4.5(c)(ii)(A) shall not exceed the sum of the
Investor Interest as of the close of business on the last day of the
prior Monthly Period (after taking into account any payments to be
made on the Distribution Date relating to such prior Monthly Period
and deposits and any adjustments to be made to the Investor Interest
to be made on the Transfer Date relating to such Monthly Period) and
any Reallocated Principal Collections relating to the Monthly Period
in which such deposit is made and (B) pay to the Holder of the
Transferor Certificate an amount equal to the excess, if any,
identified in the proviso to clause (A) above; provided, however, that
the amount to be paid to the Holder of the Transferor Certificate
pursuant to this subsection 4.5(c)(ii)(B) with respect to any Date of
Processing shall be paid to the Holder of the Transferor Certificate
only if the Transferor Interest on such Date of Processing is greater
than the Minimum Transferor Interest (after giving effect to the
inclusion in the Trust of all Receivables created on or prior to such
Date of Processing and the application of payments referred to in
subsection 4.3(b)) and otherwise shall be deposited into the Excess
Funding Account.
(d) Limitation on Required Deposits. With respect to the
Investor Certificates, and notwithstanding anything in the Agreement or this
Series Supplement to the contrary, whether or not the Servicer is required to
make monthly or daily deposits from the Collection Account into the Finance
Charge Account or 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
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withdraw the excess from the Collection Account. To the extent that, in
accordance with this subsection 4.5(d), the Servicer has retained amounts which
would otherwise be required to be deposited in the Finance Charge Account or the
Principal Account with respect to any Monthly Period, the Servicer shall be
required to deposit such amounts in the Finance Charge Account or the Principal
Account on the related Transfer Date to the extent necessary to make required
distributions to the Investor Certificateholders on the related Distribution
Date, including any amounts which are required to be applied as Reallocated
Principal Collections.
For so long as the Servicer shall (i) satisfy the conditions
specified in the third paragraph of subsection 4.3(a) of the Agreement and (ii)
be making deposits to the Principal Account and Finance Charge Account on a
monthly basis, all requirements herein to deposit amounts on a daily basis shall
be deemed to be satisfied to the extent that the required monthly deposit is
made and all references to amounts on deposit in such accounts shall be deemed
to include amounts which would otherwise have been deposited therein on a daily
basis.
SECTION 4.6 Determination of Monthly Interest .
(a) The amount of monthly interest distributable to the Class
A Certificates shall be an amount equal to the product of (i) (A) a fraction,
the numerator of which is the actual number of days in the related Interest
Period and the denominator of which is 360, times (B) (i) the Class A
Certificate Rate in effect with respect to the related Interest Period, and (ii)
the outstanding principal balance of the Class A Certificates determined as of
the close of business on the Distribution Date preceding the related Transfer
Date (after giving effect to all of the transactions occurring on such date)
(the "Class A Monthly Interest"); provided, however, that with respect to the
first Distribution Date, Class A Monthly Interest will include, accrued interest
at the Class A Certificate Rate from the Closing Date through August 15, 1999;
provided, further, that in addition to Class A Monthly Interest an amount equal
to the amount of any unpaid Class A Deficiency Amounts, as defined below, plus
an amount equal to the product of (A) (1) a fraction, the numerator
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of which is the actual number of days in the related Interest Period and the
denominator of which is 360, times (2) the sum of the Class A Certificate Rate
in effect with respect to the related Interest Period, plus 2% per annum, and
(B) any Class A Deficiency Amount from the prior Transfer Date, as defined below
(or the portion thereof which has not theretofore been paid to Class A
Certificateholders) (the "Class A Additional Interest") shall also be
distributable to the Class A Certificates, and on such Transfer Date the Trustee
shall deposit such funds, to the extent available, into the Distribution
Account. The "Class A Deficiency Amount" for any Transfer Date shall be equal to
the excess, if any, of the aggregate amount accrued pursuant to this subsection
4.6(a) as of the prior Interest Period over the amount actually transferred to
the Distribution Account for payment of such amount.
(b) The amount of monthly interest distributable to the Class
B Certificates shall be an amount equal to the product of (i) (A) a fraction,
the numerator of which is the actual number of days in the related Interest
Period and the denominator of which is 360, times (B) the Class B Certificate
Rate in effect with respect to the related Interest Period and (ii) the
outstanding principal balance of the Class B Certificates determined as of the
close of business on the Distribution Date preceding the related Transfer Date
(after giving effect to all of the transactions occurring on such date) (the
"Class B Monthly Interest"); provided, however, that with respect to the first
Distribution Date, Class B Monthly Interest will include accrued interest at the
Class B Certificate Rate from the Closing Date through August 15, 1999;
provided, further, that in addition to the Class B Monthly Interest an amount
equal to the amount of any unpaid Class B Deficiency Amounts, as defined below,
plus an amount equal to the product of (A) (1) a fraction, the numerator of
which is the actual number of days in the related Interest Period and the
denominator of which is 360, times (2) the sum of the Class B Certificate Rate
in effect with respect to the related Interest Period, plus 2% per annum, and
(B) any Class B Deficiency Amount from the prior Transfer Date, as defined below
(or the portion thereof which has not theretofore been paid to Class B
Certificateholders) (the "Class B Additional Interest")
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shall also be distributable to the Class B Certificates, and on such Transfer
Date the Trustee shall deposit such funds, to the extent available, into the
Distribution Account. The "Class B Deficiency Amount" for any Transfer Date
shall be equal to the excess, if any, of the aggregate amount accrued pursuant
to this subsection 4.6(b) as of the prior Interest Period over the amount
actually transferred to the Distribution Account for payment of such amount.
(c) The amount of monthly interest distributable to the
Collateral Interest, which shall be an amount equal to the sum of:
(A) 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 less the amount on deposit in
the Spread Account, determined in each case 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); provided, however, that for the
purposes of determining Collateral Monthly Interest only, the Collateral Rate
shall not exceed a per annum rate of 1.5% in excess of LIBOR as determined on
the related LIBOR Determination Date; and
(B) 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 Special Collateral Rate in effect with respect to the related
Interest Period, and (ii) the amount on deposit in the Spread Account 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)
(collectively, with amount calculated in subclause (a) above, the "Collateral
Monthly Interest").
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SECTION 4.7 Determination of Monthly Principal .
(a) The amount of monthly principal distributable from the
Principal Account with respect to the Class A Certificates on each Transfer Date
("Class A Monthly Principal"), beginning with the Transfer Date in the month
following the month in which the Controlled Accumulation Period or, if earlier,
the Rapid Amortization Period, begins, shall be equal to the least of (i) the
Available Investor Principal Collections on deposit in the Principal Account
with respect to such Transfer Date, (ii) for each Transfer Date with respect to
the Controlled Accumulation Period prior to the Class A Scheduled Payment Date,
the Controlled Deposit Amount for such Transfer Date and (iii) the Class A
Adjusted Investor Interest on such Transfer Date prior to any deposit into the
Principal Funding Account to be made on such day.
(b) The amount of monthly principal distributable from the
Principal Account with respect to the Class B Certificates on each Transfer Date
(the "Class B Monthly Principal"), for the Controlled Accumulation Period,
beginning with the Transfer Date following the Monthly Period in which the Class
A Investor Interest has been paid in full, and during the Rapid Amortization
Period, beginning with the Transfer Date immediately preceding the Distribution
Date on which the Class A Investor Interest has been paid in full, shall be an
amount equal to the lesser of (i) the Available Investor Principal Collections
on deposit in the Principal Account with respect to such Transfer Date (minus
the portion of such Available Investor Principal Collections applied to Class A
Monthly Principal on such Transfer Date) and (ii) the Class B Investor Interest
(after taking into account any adjustments to be made on such Transfer Date
pursuant to Sections 4.10 and 4.12) on such Transfer Date.
(c) The amount of monthly principal (the "Collateral Monthly
Principal") distributable from the Principal Account with respect to the
Collateral Interest on each Transfer Date shall be (A) during the Revolving
Period following any reduction of the Required Collateral Interest pursuant to
clause (z) of the proviso in the definition thereof an amount equal to the
lesser
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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.
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(c) In the event that the sum of the Class A Required Amount
and the Class B Required Amount for such Transfer Date is greater than zero, the
Servicer shall give written notice to the Trustee of such positive Class A
Required Amount or Class B Required Amount on or before such Transfer Date. In
the event that the Class A Required Amount for such Transfer Date is greater
than zero, all or a portion of the Excess Spread and Shared Excess Finance
Charge Collections allocable to Series 1999-2 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 1999-2 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 1999-2 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 and the Distribution Account as
follows:
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(a) An amount equal to the Class A Available Funds deposited
into the Finance Charge Account for the related Monthly Period shall be
distributed on each Transfer Date in the following priority:
(i) an amount equal to Class A Monthly Interest for such
Transfer Date, plus the amount of any Class A Deficiency Amount for
such Transfer Date, plus the amount of any Class A Additional Interest
for such Transfer Date, shall be deposited by the Servicer or the
Trustee into the Distribution Account;
(ii) an amount equal to the Class A Servicing Fee for such
Transfer Date plus the amount of any Class A Servicing Fee due but not
paid to the Servicer on any prior Transfer Date shall be distributed
to the Servicer;
(iii) an amount equal to the Class A Investor Default Amount,
if any, for the preceding Monthly Period shall be treated as a portion
of Investor Principal Collections and deposited into the Principal
Account on such Transfer Date; and
(iv) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed as set forth in Section 4.11.
(b) An amount equal to the Class B Available Funds deposited
into the Finance Charge Account for the related Monthly Period shall be
distributed on each Transfer Date in the following priority:
(i) an amount equal to the Class B Monthly Interest for such
Transfer Date, plus the amount of any Class B Deficiency Amount for
such Transfer Date, plus the amount of any Class B Additional Interest
for such Transfer Date, shall be deposited by the Servicer or the
Trustee into the Distribution Account;
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(ii) an amount equal to the Class B Servicing Fee for such
Transfer Date, plus the amount of any Class B Servicing Fee due but
not paid to the Servicer on any prior Transfer Date for such Transfer
Date shall be distributed to the Servicer; and
(iii) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed as set forth in Section 4.11.
(c) An amount equal to the Collateral Available Funds
deposited into the Finance Charge Account for the related Monthly Period shall
be distributed on each Transfer Date in the following priority:
(i) if none of the Transferor, an Affiliate thereof or the
Trustee is the Servicer, an amount equal to the Collateral Interest
Servicing Fee for such Transfer Date plus the amount of any Collateral
Interest Servicing Fee due but not paid to the Servicer on any prior
Transfer Date shall be distributed to the Servicer; and
(ii) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed as set forth in Section 4.11.
(d) During the Revolving Period, an amount equal to the
Available Investor Principal Collections deposited into the Principal Account
for the related Monthly Period shall be distributed on each Transfer Date in the
following priority:
(i) an amount equal to the Collateral Monthly Principal for
such Transfer Date shall be distributed to the Collateral Interest
Holder in accordance with the Loan Agreement;
(ii) an amount equal to the lesser of (A) the product of (1) a
fraction, the numerator of which is equal to the Available Investor
Principal Collections remaining after the application specified in
subsection 4.9(d)(i) above and the
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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
1999-2; 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:
(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;
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(iii) for each Transfer Date (other than the Transfer Date
immediately preceding the Series 1999-2 Termination Date, in which
case on the Series 1999-2 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 1999-2; 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
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the Servicer, shall withdraw from the Principal Funding Account and deposit in
the Distribution Account the amount on deposit in the Principal Funding Account.
(g) On each Distribution Date, the Trustee shall pay in
accordance with subsection 5.1(a) to the Class A Certificateholders from the
Distribution Account, the amount deposited into the Distribution Account
pursuant to subsection 4.9(a)(i) on the preceding Transfer Date and (b) to the
Class B Certificateholders from the Distribution Account, the amount deposited
into the Distribution Account pursuant to subsection 4.9(b)(i) on the preceding
Transfer Date.
(h) On the earlier to occur of (i) the first Distribution Date
with respect to the Rapid Amortization Period and (ii) the Class A Scheduled
Payment Date and on each Distribution Date thereafter, the Trustee, acting in
accordance with instructions from the Servicer, shall pay in accordance with
Section 5.1 from the Distribution Account the amount so deposited into the
Distribution Account pursuant to subsections 4.9(e) and (f) on the related
Transfer Date in the following priority:
(i) an amount equal to the lesser of such amount on deposit in
the Distribution Account and the Class A Investor Interest shall be
paid to the Class A Certificateholders; and
(ii) for each Distribution Date with respect to the Rapid
Amortization Period and on the Class B Scheduled Payment Date, after
giving effect to the distributions referred to in clause (i) above, an
amount equal to the lesser of such amount on deposit in the
Distribution Account and the Class B Investor Interest shall be paid
to the Class B Certificateholders.
(i) The Controlled Accumulation Period is scheduled to
commence at the close of business on May 31, 2001; provided, however, that, if
the Accumulation Period Length (determined as described below) is less than 12
months, the date on which the Controlled Accumulation Period actually commences
will be delayed
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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
March 2001 Determination Date, and each Determination Date thereafter until the
Controlled Accumulation Period begins, the Servicer will determine the
"Accumulation Period Length" which will equal the number of whole months such
that the sum of the Accumulation Period Factors for each month during such
period will be equal to or greater than the Required Accumulation Factor Number;
provided, however, that the Accumulation Period Length will not be determined to
be less than one month.
SECTION 4.10 Investor Charge-Offs .
(a) On or before each Transfer Date, the Servicer shall
calculate the Class A Investor Default Amount. If on any Transfer Date, the
Class A Investor Default Amount for the prior Monthly Period exceeds the sum of
the amount allocated with respect thereto pursuant to subsection 4.9(a)(iii),
subsection 4.11(a) and Section 4.12 with respect to such Monthly Period, the
Collateral Interest (after giving effect to reductions for any Collateral
Charge-offs and any Reallocated Principal Collections on such Transfer Date)
will be reduced by the amount of such excess, but not by more than the lesser of
the Class A Investor Default Amount and the Collateral Interest (after giving
effect to reductions for any Collateral Charge-Offs and any Reallocated
Principal Collections on such Transfer Date) for such Transfer Date. In the
event that such reduction would cause the Collateral Interest to be a negative
number, the Collateral Interest will be reduced to zero, and the Class B
Investor Interest (after giving effect to reductions for any Class B Investor
Charge-Offs and any Reallocated Class B Principal Collections on such Transfer
Date) will be reduced by the amount by which the Collateral Interest would have
been reduced below zero. In the event that such reduction would cause the Class
B Investor Interest to be a negative number, the Class B Investor Interest will
be reduced to zero, and the Class A Investor Interest will be reduced by the
amount by which the Class B Investor Interest would have been
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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 1999-2 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 1999-2 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
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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 1999-2 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 Finance Charge Collections allocable to Series 1999-2
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
1999-2 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);
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(b) an amount equal to the aggregate amount of Class A
Investor Charge-Offs which have not been previously reimbursed shall be treated
as a portion of Investor Principal Collections and deposited into the Principal
Account on such Transfer Date;
(c) an amount equal to the Class B Required Amount, if any,
with respect to such Transfer Date shall be used to fund the Class B Required
Amount and be applied first in accordance with, and in the priority set forth
in, subsection 4.9(b) and then any remaining amount available to pay the Class B
Investor Default Amount shall be treated as a portion of Investor Principal
Collections and deposited into the Principal Account on such Transfer Date;
(d) an amount equal to the aggregate amount by which the
Class B Investor Interest has been reduced below the initial Class B Investor
Interest for reasons other than the payment of principal to the Class B
Certificateholders (but not in excess of the aggregate amount of such reductions
which have not been previously reimbursed) shall be treated as a portion of
Investor Principal Collections and deposited into the Principal Account on such
Transfer Date;
(e) an amount equal to the Collateral Monthly Interest plus
the amount of any past due Collateral Monthly Interest for such Transfer Date
shall be paid to the Collateral Interest Holder in accordance with the Loan
Agreement;
(f) an amount equal to the aggregate amount of accrued but
unpaid Collateral Interest Servicing Fees shall be paid to the Servicer;
(g) an amount equal to the Collateral Default Amount, if any,
for the prior Monthly Period shall be treated as a portion of Investor Principal
Collections and deposited into the Principal Account on such Transfer Date;
(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 princi-
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pal to the Collateral Interest Holder (but not in excess of the aggregate amount
of such reductions which have not been previously reimbursed) shall be treated
as a portion of Investor Principal Collections and deposited into the Principal
Account on such Transfer Date;
(i) on each Transfer Date from and after the Reserve Account
Funding Date, but prior to the date on which the Reserve Account terminates as
described in Section 4.15(f), an amount up to the excess, if any, of the
Required Reserve Account Amount over the Available Reserve Account Amount shall
be deposited into the Reserve Account;
(j) an amount equal to the amounts determined to be payable
pursuant to subsections 2.11(a)(i) (to the extent not paid pursuant to
subsection 4.11(e)), 2.11(a)(ii) and 2.11(a)(iii) of the Loan Agreement shall be
paid to the Collateral Interest Holder; and
(k) the balance, if any, after giving effect to the payments
made pursuant to subparagraphs (a) through (j) above shall constitute "Shared
Excess Finance Charge Collections" with respect to other Series in Group One.
To the extent of the Finance Charge Shortfall, if any,
following the application on each Transfer Date of 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 1999-2 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 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
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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.
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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 1999-2 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.
(b) Shared Principal Collections allocable to Series 1999-2
with respect to any Transfer Date shall mean an amount equal to the Series
Principal Shortfall, if any, with respect to Series 1999-2 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 1999-2 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 1999-2 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
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notified (or the Servicer on its behalf) shall, within 10 Business Days,
establish a new Principal Funding Account meeting the conditions specified in
the definition of Eligible Deposit Account, and shall transfer any cash or any
investments to such new Principal Funding Account. The Trustee, at the direction
of the Servicer, shall (i) make withdrawals from the Principal Funding Account
from time to time, in the amounts and for the purposes set forth in this Series
Supplement, and (ii) on each Transfer Date (from and after the commencement of
the Controlled Accumulation Period) prior to termination of the Principal
Funding Account make a deposit into the Principal Funding Account in the amount
specified in, and otherwise in accordance with, subsection 4.9(e).
(b) Funds on deposit in the Principal Funding Account shall be
invested at the direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Principal Funding Account on any Transfer
Date, after giving effect to any withdrawals from the Principal Funding Account
on such Transfer Date, shall be invested in such investments that will mature so
that such funds will be available for withdrawal on or prior to the next
succeeding Transfer Date. The Trustee shall maintain for the benefit of the
Investor Certificateholders possession of the negotiable instruments or
securities, if any, evidencing such Permitted Investments. No Permitted
Investment shall be disposed of prior to its maturity.
On the Transfer Date occurring in the month following the
commencement of the Controlled Accumulation Period and on each Transfer Date
thereafter with respect to the Controlled Accumulation Period, the Trustee,
acting at the Servicer's 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
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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 Reserve Account ceases to be an Eligible Deposit Account, the
Transferor shall notify the Trustee, and the Trustee upon being notified (or the
Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve
Account meeting the conditions specified in the definition of Eligible Deposit
Account, and shall transfer any cash or any investments to such new Reserve
Account. The Trustee, at the direction of the Servicer, shall (i) make
withdrawals from the Reserve Account from time to time in an amount up to the
Available Reserve Account Amount at such time, for the purposes set forth in
this Series Supplement, and (ii) on each Transfer Date (from and after the
Reserve Account Funding Date) prior to termination of the Reserve Account make a
deposit into the Reserve Account in the amount specified in, and otherwise in
accordance with, subsection 4.11(i).
(b) Funds on deposit in the Reserve Account shall be invested
at the direction of the Servicer by the Trustee in Permitted Investments. Funds
on deposit in the Reserve Account on any Transfer Date, after giving effect to
any withdrawals from the Reserve Account on such Transfer Date, shall be
invested in
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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.
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(e) In the event that the Reserve Account Surplus on any
Transfer Date, after giving effect to all deposits to and withdrawals from the
Reserve Account with respect to such Transfer Date, is greater than zero, the
Trustee, acting in accordance with the instructions of the Servicer, shall
withdraw from the Reserve Account, and pay in accordance with the Loan
Agreement, an amount equal to such Reserve Account Surplus.
(f) Upon the earliest to occur of (i) the termination of the
Trust pursuant to Article XII of the Agreement, (ii) if the Controlled
Accumulation Period has not commenced, the first Transfer Date relating to the
Rapid Amortization Period and (iii) 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
1999-2 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 (except that, for the purpose
of determining LIBOR, the initial Interest Period shall be one month) which
appears on Telerate Page 3750 as of 11:00 a.m., London time, on such date. If
such rate does not appear on Telerate Page 3750, the rate for that LIBOR
Determination Date shall be determined on the basis of the rates at which
deposits in United States dollars are offered by the Reference Banks at
approximately 11:00 a.m., London time, on that day to prime banks in the London
interbank market for a period equal to the relevant Interest Period. The Trustee
shall request the principal London office of each of the Reference Banks to
provide a quotation of its rate. If at least two such
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<PAGE>
quotations are provided, the rate for that LIBOR Determination Date shall be the
arithmetic mean of the quotations. If fewer than two quotations are provided as
requested, the rate for that LIBOR Determination Date will be the arithmetic
mean of the rates quoted by major banks in New York City, selected by the
Servicer, at approximately 11:00 a.m., New York City time, on that day for loans
in United States dollars to leading European banks for a period equal to the
relevant Interest Period.
(b) The Trustee shall provide the Class A Certificate Rate and
the Class B Certificate Rate applicable to the then current and immediately
preceding Interest Periods to any Investor Certificateholder requesting such
information by telephoning the Trustee at the telephone number which is
currently (212) 815-5286.
(c) On each LIBOR Determination Date prior to 12:00 noon New
York City time, the Trustee shall send to the Servicer by facsimile notification
of LIBOR for the following Interest Period.
SECTION 4.17 Transferor's or Servicer's Failure to Make a
Deposit or Payment .
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 1999-2
Certificateholders on each Distribution Date. The Servicer shall, upon request
of the Trustee, promptly provide the Trustee with all information necessary to
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<PAGE>
allow the Trustee to make such payment, deposit or withdrawal. Such funds or the
proceeds of such withdrawal shall be applied by the Trustee in the manner in
which such payment or deposit should have been made by the Transferor or the
Servicer, as the case may be.
SECTION 8. Article V of the Agreement. Article V of the
Agreement shall read in its entirety as follows and shall be applicable only to
the Investor Certificateholders:
ARTICLE V.
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
SECTION 5.1 Distributions. (a) On each Distribution Date, the
Trustee shall distribute (in accordance with the certificate delivered on or
before the related Transfer Date by the Servicer to the Trustee pursuant to
subsection 3.4(b)) to each Class A Certificateholder of record on the
immediately preceding Record Date (other than as provided in subsection 2.4(e)
or Section 12.3 respecting a final distribution) such Certificateholder's pro
rata share (based on the aggregate Undivided Interests represented by Class A
Certificates held by such Certificateholder) of amounts on deposit in the
Distribution Account as are payable to the Class A Certificateholders pursuant
to Section 4.9 by check mailed to each Class A Certificateholder (at such
Certificateholder's address as it appears in the Certif icate Register), except
that with respect to Class A Certificates registered in the name of the nominee
of a Clearing Agency, such distribution shall be made in immediately available
funds.
(b) On each Distribution Date, the Trustee shall distribute
(in accordance with the certificate delivered on or 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
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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 1999-2 Certificateholders'
Statement.
(a) On or before each Distribution Date, the Trustee shall
forward to each Series 1999-2 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):
(i) the amount of the current distribution allocable to Class
A Monthly Principal, Class B Monthly Principal and Collateral Monthly
Principal, respectively;
(ii) the amount of the current distribution allocable to Class
A Monthly Interest, Class A Deficiency Amounts, Class A Additional
Interest, Class B Monthly Interest, Class B Deficiency Amounts, Class B
Additional Interest and Col lateral Monthly Interest, and any accrued
and unpaid Collat eral 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;
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(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 Alloca tion, the Class B Floating Allocation, the
Collateral Float ing 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 delin quent as of the end of
the day on the Record Date;
(vii) the Aggregate Investor Default Amount, the Class A
Investor Default Amount, the Class B Investor Default Amount
and the Collateral Default Amount for the related Monthly
Period;
(viii) the aggregate amount of Class A Investor Charge-
Offs, Class B Investor Charge-Offs and Collateral Charge-
Offs for the related Monthly Period;
(ix) the aggregate amount of Class A Investor Charge- Offs,
Class B Investor Charge-Offs and Collateral Charge- Offs reimbursed on
the Transfer Date immediately preceding such Distribution Date;
(x) the amount of the Class A Servicing Fee, the Class B
Servicing Fee and the Collateral Servicing Fee for the related Monthly
Period;
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(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 Accumulation Shortfall;
(xvii) the Principal Funding Investment Proceeds
transferred to the Finance Charge Account on the related
Transfer Date;
(xviii) the Principal Funding Investment Shortfall on the
related Transfer Date;
(xix) the amount of Class A Available Funds and Class B
Available Funds on deposit in the Finance Charge Account on the related
Transfer Date;
(xx) the current Class A Certificate Rate, Class B
Certificate Rate and Collateral Rate; and
(xxi) such other items as are set forth in Exhibit C to this
Series Supplement.
(b) Annual Certificateholders' Tax Statement. On or before
January 31 of each calendar year, beginning with calendar year 2000, the Trustee
shall distribute to each Person who at any time during the preceding calendar
year was a Series 1999-2
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Certificateholder, a statement prepared by the Servicer contain ing the
information required to be contained in the regular monthly report to Series
1999-2 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 1999-2 Certificateholder, together with such other
customary information (consistent with the treatment of the Certificates as
debt) as the Servicer deems necessary or desir able to enable the Series 1999-2
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 1999-2 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 1999-2 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
1999-2, and continues to affect material ly and adversely the interests of the
Series 1999-2 Certificate holders (which determination shall be made without
reference to the amount of the Collateral Interest) for such period;
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(b) any representation or warranty made by the Trans feror in
the Agreement or this Series Supplement, or any informa tion 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 1999-2, and (ii) as a
result of which the interests of the Series 1999-2 Certifi cateholders are
materially and adversely affected (which determi 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 1999-2 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 consecu tive
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 1999-2 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 Inves tor Interest shall not
be paid in full on the Class B Scheduled Payment Date;
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then, in the case of any event described in subsection 9(a), (b) or (e) hereof,
after the applicable grace period set forth in such subparagraphs, either the
Trustee or Holders of Investor Certificates and the Collateral Interest Holder
evidencing Undivided Interests aggregating not less than 50% of the Investor
Interest of this Series 1999-2 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 1999-2 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 1999-2 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 Certifi cates of each Class (all such additional
certificates, the "Additional Certificates") in an amount and on the date (the
"Additional Certificate Date") determined by the Transferor. Upon issuance, the
Additional Certificates will be identical in all respects (except that the
principal amount of such Additional Certificates may be different) to the
Investor Certificates currently outstanding and will be equally and ratably
entitled to the benefits of this Series Supplement and the Pooling and Servicing
Agreement. The outstanding principal amounts of all Classes of Investor
Certificates shall be increased pro rata. The Controlled Accumulation Amount for
each Class shall be increased proportionally to reflect the additional amounts
represented by the Additional Certificates.
(b) Additional Certificates shall only be issued upon
satisfaction of all of the following conditions:
(i) On or before the fifth Business Day imme diately
preceding the date on which the Additional Certifi cates are to be
issued, the Transferor shall give notice to
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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 evi dence
of the proportional increase in the Collateral Inter est 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 1999-2 Termination. The right of the
Investor Certificateholders to receive payments from the Trust will terminate on
the first Business Day following the Series 1999-2 Termination Date.
SECTION 12. Counterparts. This Series Supplement may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all of such
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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 1999-2 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 inter est in the Trust or cause any interest in the Trust to be
market ed on or through an "established securities market" within the meaning of
Code section 7704(b)(1), including without limitation an interdealer quotation
system that regularly disseminates firm buy or sell quotations by identified
brokers or dealers by electronic means or otherwise, (y) unless the Transferor
consents otherwise, such holder (i) is properly classified as, and will remain
classified as, a "corporation" as described in Code section 7701(a)(3) and (ii)
is not, and will not become, an S corporation as described in Code section 1361,
and (z) it will (i) cause any participant with respect to such interest
otherwise permitted hereunder to make similar representations and covenants for
the benefit of the Transferor and the Trust and (ii) forward a copy of such
representations and covenants to the Trustee.
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Each such holder shall further agree in connection with its acquisition of such
interest that, in the event of any breach of its (or its participant's)
representation and covenant that it (or its participant) is and shall remain
classified as a corpora tion other than an S corporation, the Transferor shall
have the right to procure a replacement investor to replace such holder (or its
participant), and further that such holder shall take all actions necessary to
permit such replacement investor to succeed to its rights and obligations as a
holder (or to the rights of its participant).
SECTION 16. Amendment to Agreement. By purchasing their
Series 1999-2 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.
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IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this Series 1999-2 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/ Joyce Maccou
-----------------------------------------
Name: Joyce Maccou
Title: Assistant Treasurer
<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, EX CHANGE 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 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
A-1-1
<PAGE>
ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A
PLAN'S INVESTMENT IN THE ENTITY.
A-1-2
<PAGE>
No. ___ $_________
CUSIP NO.16151PBE6
CHASE CREDIT CARD MASTER TRUST
CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1999-2
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of MasterCard(R) and VISA(R)1 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 Certifi
cateholder") is the registered owner of an Undivided Interest in a trust (the
"Trust"), the corpus of which consists of a portfo lio of receivables (the
"Receivables") now existing or hereafter created and arising in connection with
selected MasterCard and VISA credit card accounts (the "Accounts") of Chase USA,
all monies due or to become due in payment of the Receivables (in cluding all
Finance Charge Receivables), the right to certain amounts received as
Interchange and Recoveries (if any), the benefits of the Collateral Interest,
all proceeds of the forego ing 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 1999-2
Supplement dated as of July 15, 1999 (collectively, the "Pooling and Servicing
Agreement"), by and among Chase USA,
- ----------
MasterCard(R) and VISA(R) are federally registered servicemarks of
MasterCard International Inc. and of Visa U.S.A., Inc., respectively.
A-1-3
<PAGE>
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 1999-2 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 1999-2 Certificates with the intention that the Series
1999-2 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 1999- 2 Certificateholder (or Series 1999-2 Certificate Owner)
by acceptance of its Series 1999-2 Certificate (or in the case of a Series
1999-2 Certificate Owner, by virtue of such Series 1999-2 Certificate Owner's
acquisition of a beneficial interest there in), agrees to treat and to take no
action inconsistent with the treatment of the Series 1999-2 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 1999-2 Certifi cateholder agrees that it will
cause any Series 1999-2 Certifi cate Owner acquiring an interest in a Series
1999-2 Certificate through it to comply with the Pooling and Servicing Agreement
as to treatment of the Series 1999-2 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
A-1-4
<PAGE>
Floating Rate Asset Backed Certificates, Series 1999-2" (the "Class A
Certificates"), each of which represents an Undivided Interest in the Trust,
including the right to receive the Collec tions and other amounts allocated to
the Class A Certificates at the times and in the amounts specified in the
Pooling and Servic ing Agreement and to be deposited in the Investor Accounts,
the Principal Funding Account and the Reserve Account or paid to the Class A
Certificateholders.
Also issued under the Pooling and Servicing Agreement are the
"Class B Floating Rate Asset Backed Certificates, Series 1999-2" (the "Class B
Certificates"), which represent an Undivid ed Interest in the Trust subordinate
to the Class A Certificates, and the "Collateral Interest, Series 1999-2" (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 En hancement 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 $500,000,000, the Class B Initial
Investor Interest is $41,666,000 and the Collat eral Initial Interest is
$53,572,096.
The Class A Investor Interest on any date of determina tion
will be an amount equal to (a) the Class A Initial Investor Interest minus (b)
the aggregate amount of payments of principal made to the Class A
Certificateholders prior to such date of determination, and minus (c) the
excess, if any, of the aggregate amount of Class A Investor Charge-Offs pursuant
to subsection 4.10(a) of the Pooling and Servicing Agreement over Class A
Investor Charge-Offs reimbursed prior to such date of determination pursuant to
subsection 4.11(b) of the Pooling and Servicing
A-1-5
<PAGE>
Agreement; provided, however, that the Class A Investor Interest may not be
reduced below zero.
For the purpose of allocating Collections of Finance Charge
Receivables and Receivables in Defaulted Accounts for each Monthly Period during
the Controlled Accumulation Period, the Class A Investor Interest will be
further reduced (such reduced amount, the "Class A Adjusted Investor Interest")
by the aggre gate principal amount of funds on deposit in the Principal Funding
Account. The Class A Investor Interest together with the aggregate interest
represented by the Class B Certificates in the Principal Receivables in the
Trust (the "Class B Investor Inter est") and the aggregate interest represented
by the Collateral Interest in the Principal Receivables in the Trust are
sometimes collectively referred to herein as the "Investor Interest."
In addition to the Class A Certificates, the Class B
Certificates and the Collateral Interest, a Transferor Certifi cate representing
an undivided interest in the Trust will be issued to the Transferor pursuant to
the Pooling and Servicing Agreement. The Transferor Certificate will represent
the inter est in the Principal Receivables not represented by all of the Series
of Investor Certificates issued by the Trust. The Trans feror 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 August 15, 1999, and with respect to each Interest Period
thereafter, at the rate of LIBOR plus 0.14% per annum, as more specifically set
forth in the Pooling and Servicing Agreement (the "Class A Certificate Rate"),
and will be distributed on August 16, 1999 and on the 15th day of each calen dar
month thereafter, or if such day is not a Business Day, on the next succeeding
Business Day (a "Distribution Date"), to the Class A Certificateholders of
record as of the last Business Day of the calendar month preceding such
Distribution Date (the "Record Date"). During the Rapid Amortization Period, in
addi tion to Class A Monthly Interest, Class A Monthly Principal will
A-1-6
<PAGE>
be distributed to the Class A Certificateholder on each Distribu tion 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 June 2002 Distribution Date
(the "Class A Scheduled Payment Date"), unless distributed earlier as a result
of the occurrence of a Pay Out Event in accordance with the Pooling and
Servicing Agreement.
On or before each Transfer Date, the Servicer shall instruct
the Trustee in writing to withdraw and the Trustee, acting in accordance with
such instructions, shall withdraw on such Transfer Date, from the Finance Charge
Account to the extent of funds on deposit therein (i) Collections of Finance
Charge Receivables processed as of the end of the preceding Monthly Period which
have been allocated to the Series 1999-2 Certifi cates, (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 consti
tuting Class B Available Funds, the following amounts: (x) an amount equal to
the product of (i) (A) a fraction, the numerator of which is the actual number
of days in the related Interest Period and the denominator of which is 360,
times (B) the Class A Certificate Rate for such Interest Period and (ii) the
outstanding principal balance of the Class A Certificates determined as of the
close of business on the Distribution Date preceding the related Transfer Date
(after giving effect to all of the transactions occurring on such date) ("Class
A Monthly Interest"), provided, however, that with respect to the first
Distribution Date, Class A Monthly Interest shall be equal to the interest
accrued on the Class A Initial Investor Interest at the applicable Class A
Certificate Rate for the period from the Closing Date through August 15, 1999;
and (y) amounts up to the Class B Monthly Interest followed by the Collateral
Monthly Interest, in the actual amounts and manner described in the Pooling and
Servicing Agreement.
On each Transfer Date, the Trustee shall apply the Class A
Available Funds withdrawn from the Finance Charge Ac
A-1-7
<PAGE>
count, 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
1999-2 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.
A-1-8
<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
Collec tions 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 Certifi
cates and Collateral Interest as specified in the Pooling and Servicing
Agreement.
On each Distribution Date, the Trustee shall pay to the Class
A Certificateholders and the Class B Certificateholders the amount deposited on
the related Transfer Date into the Distribu tion 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 Collater al
Monthly Interest, to the extent funds are available. Distri butions with respect
to this Series 1999-2 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 1999-2 Certificateholder of record appearing in the
Certificate Register and except for the final distribution in respect of this
Series 1999-2 Certificate, without the presenta tion or surrender of this Series
1999-2 Certificate or the making of any notation thereon; provided, however,
that with respect to Series 1999-2 Certificates registered in the name of the
nominee of a Clearing Agency, distributions will be made in the form of
immediately available funds.
A-1-9
<PAGE>
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 1999-2 Certif icates nor the Accounts or Receivables are insured or
guaranteed by the Federal Deposit Insurance Corporation or any other govern
mental agency. This Series 1999-2 Certificate is limited in right of payment to
certain collections respecting the Receiv ables, all as more specifically set
forth hereinabove and in the Pooling and Servicing Agreement.
The Transfer of this Class A Certificate shall be registered
in the Certificate Register upon surrender of this Class A Certificate for
registration of transfer at any office or agency maintained by the Transfer
Agent and Registrar accompanied by a written instrument of transfer in a form
satisfactory to the Trustee and the Transfer Agent and Registrar duly executed
by the Class A Certificateholder or such Class A Certificateholder's
attorney-in-fact duly authorized in writing, and thereupon one or more new Class
A Certificates of authorized denominations and for the same aggregate Undivided
Interests will be issued to the designated transferee or transferees.
The Servicer, the Trustee, the Paying Agent 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 none of the Servicer, the Trustee, the Paying Agent, the Transfer
Agent and Registrar, or 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 1999-2 Certificateholders to receive payment from the Trust will
terminate on the first Business Day following the Series 1999-2 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
A-1-10
<PAGE>
Receivables, whether then existing or thereafter created, and all proceeds of
such Receivables and Insurance Proceeds relating to such Receivables. The
Trustee shall execute and deliver such instruments of transfer and assignment,
in each case without recourse, as shall be prepared by the Servicer reasonably
re quested by the Holder of the Transferor Certificate to vest in such Holder
all right, title and interest which the Trustee had in the Receivables.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signa ture, this Class A
Certificate shall not be entitled to any benefit under the Pooling and Servicing
Agreement, or be valid for any purpose.
A-1-11
<PAGE>
IN WITNESS WHEREOF, Chase Manhattan Bank USA, National
Association, has caused this Class A Certificate to be duly executed.
By:
-------------------------
Authorized Officer
Dated:
A-1-12
<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 1999-2, 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, EX CHANGE 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 COUN SEL SATISFACTORY TO THEM TO THE
EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY SUCH
PURCHASER WILL NOT RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO BE
"ASSETS OF THE BENEFIT PLAN" OR SUBJECT TO THE PROHIBITED TRANSAC TION
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA")AND THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE") AND WILL NOT SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE
SERVICER TO ANY OBLIGA TION IN ADDITION TO THOSE UNDERTAKEN IN THE
POOLING AND SERVICING AGREEMENT, SUCH PURCHASER IS NOT (I) AN EMPLOYEE
BENEFIT PLAN (AS DEFINED IN SECTION 3(3) ERISA) THAT IS SUBJECT TO THE
PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION
4975(E)(1) OF THE CODE, OR (III) AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.
A-2-1
<PAGE>
No. ___ $__________
CUSIP NO.16151PBF3
CHASE CREDIT CARD MASTER TRUST
CLASS B FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1999-2
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of MasterCard(R) and VISA(R)2 credit card receivables generated or
acquired by Chase Manhattan Bank USA, National Association ("Chase USA"), and
other assets and inter ests 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 Certifi
cateholder") is the registered owner of an Undivided Interest in a trust (the
"Trust"), the corpus of which consists of a portfo lio of receivables (the
"Receivables") now existing or hereafter created and arising in connection with
selected MasterCard and VISA credit card accounts (the "Accounts") of Chase USA,
all monies due or to become due in payment of the Receivables (in cluding all
Finance Charge Receivables), the right to certain amounts received as
Interchange and Recoveries (if any), the benefits of the Collateral Interest,
all proceeds of the forego ing 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 1999-2
Supplement dated as of July 15, 1999 (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
- ----------
MasterCard(R) and VISA(R) are federally registered servicemarks of
MasterCard International Inc. and of Visa U.S.A., Inc., respectively.
A-2-2
<PAGE>
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 1999-2 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 1999-2 Certificates with the intention that the Series
1999-2 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 1999-2 Certificateholder (or Series 1999-2 Certificate Owner)
by acceptance of its Series 1999-2 Certificate (or in the case of a Series
1999-2 Certificate Owner, by virtue of such Series 1999-2 Certificate Owner's
acquisition of a beneficial interest there in), agrees to treat and to take no
action inconsistent with the treatment of the Series 1999-2 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 1999-2 Certifi cateholder agrees that it will
cause any Series 1999-2 Certificate Owner acquiring an interest in a Series
1999-2 Certificate through it to comply with the Pooling and Servicing Agreement
as to treatment of the Series 1999-2 Certificates as indebtedness for certain
tax purposes.
This Class B Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing Agreement, as amended from time to time, the Class B
Certificateholder by virtue of the acceptance hereof assents and by which the
Class B Certificateholder is bound. This Class B Certificate is one of a duly
authorized Series of Investor Certificates entitled "Class B Floating Rate Asset
Backed Certificates, Series 1999-2" (the "Class B Certificates"), each of which
represents an Undivided Interest in the Trust, including the right to receive
the Collec-
A-2-3
<PAGE>
tions 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 1999-2" (the "Class A
Certificates"), which represent an Undivid ed Interest in the Trust senior to
the Class B Certificates, and the "Collateral Interest, Series 1999-2" (the
"Collateral Inter est" and collectively with the Class A Certificates and the
Class B Certificates, the "Investor Certificates"), which is an undi vided
interest in the Trust subordinated to the Class A Certifi cates and Class B
Certificates. The subordination of the Collat eral 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 $500,000,000, the Class B Initial
Investor Interest is $41,666,000 and the Collat eral Initial Interest is
$53,572,096.
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
A-2-4
<PAGE>
Servicing Agreement and plus (f) the aggregate amount of Excess Spread allocated
and available on all prior Transfer Dates pursuant to subsection 4.11(d) of the
Pooling and Servicing Agreement, for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (c), (d) and (e); provided, however, that the
Class B Investor Interest may not be reduced below zero.
The Class B Investor Interest together with the aggre gate
interest represented by the Class A Certificates in the Principal Receivables in
the Trust (the "Class A Investor Interest") and the aggregate interest
represented by the Collateral Interest in the Principal Receivables in the Trust
are sometimes collectively referred to herein as the "Investor Interest."
In addition to the Class A Certificates, the Class B
Certificates and the Collateral Interest, a Transferor Certificate representing
an undivided interest in the Trust will be issued to the Transferor pursuant to
the Pooling and Servicing Agreement. The Transferor Certificate will represent
the inter est in the Principal Receivables not represented by all of the Series
of Investor Certificates issued by the Trust. The Transferor Certificate may be
exchanged by the Transferor pursuant to the Pooling and Servicing Agreement for
a newly issued Series of Investor Certificates and a reissued Transferor
Certificate upon the conditions set forth in the Pooling and Servicing
Agreement.
Interest will accrue on the Class B Certificates from the
Closing Date through August 15, 1999 and with respect to each Interest Period
thereafter, at the rate of LIBOR plus 0.36% per annum, as more specifically set
forth in the Pooling and Servicing Agreement (the "Class B Certificate Rate"),
and will be distributed on August 16, 1999 and on the 15th day of each calendar
month thereafter, or if such day is not a Business Day, on the next succeeding
Business Day (a "Distribution Date"), to the Class 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 Distri-
A-2-5
<PAGE>
bution 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 July 2002 Distribution Date (the "Class B Scheduled
Payment Date"), unless distributed earlier as a result of the occurrence of a
Pay Out Event in accordance with the Pooling and Servicing Agreement.
On or before each Transfer Date, the Servicer shall instruct
the Trustee in writing to withdraw and the Trustee, acting in accordance with
such instructions, shall withdraw on such Transfer Date, from the Finance Charge
Account to the extent of funds on deposit therein (i) Collections of Finance
Charge Receivables processed as of the end of the preceding Monthly Period which
have been allocated to the Series 1999-2 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 consti-
tuting Class B Available Funds, the following amounts: (x) an amount equal to
the Class A Monthly Interest; (y) an amount equal to the product of (i) (A) a
fraction, the numerator of which is the actual number of days in the related
Interest Period and the denominator of which is 360, times (B) the Class B
Certificate Rate for such Interest Period and (ii) the outstanding principal
balance of the Class B Certificates determined as of the close of business on
the Distribution Date preceding the related Transfer Date ("Class B Monthly
Interest"), provided, however, that with respect to the first Distribution Date,
Class B Monthly Interest shall be equal to the interest accrued on the Class B
Initial Investor Interest at the applicable Class B Certificate Rate for the
period from the Closing Date through August 15, 1999; and (Z) amounts up to the
Collateral Monthly Interest, in the actual amounts and manner described in the
Pooling and Servicing Agreement.
On each Transfer Date, the Trustee shall apply the Class A
Available Funds withdrawn from the Finance Charge Account, as required by the
Pooling and Servicing Agreement, in the following order of priority: (i) an
amount equal to the Class A Monthly Interest for such Transfer Date, plus the
amount of any Class A Deficiency Amount for such Transfer Date, plus the amount
A-2-6
<PAGE>
of any Class A Additional Interest for such Transfer Date, (ii) an amount equal
to the Class A Servicing Fee for such Transfer Date plus the amount of any Class
A Servicing Fee due but not paid on any prior Transfer Date and (iii) an amount
equal to the Class A Investor Default Amount, if any, for the preceding Monthly
Period. The Trustee on each Transfer Date shall apply the Class B Available
Funds withdrawn from the Finance Charge Account as required by the Pooling and
Servicing Agreement in the following order of priority: (i) the Class B Monthly
Interest for such Transfer Date, plus the amount of any Class B Deficiency
Amount for such Transfer Date, plus the amount of any Class B Additional
Interest for such Transfer Date, and (ii) the Class B Servicing Fee for such
Transfer Date plus the amount of any Class B Servicing Fee due but not paid on
any prior Transfer Date. The balance of the amount withdrawn from the Finance
Charge Account allocable to the Series 1999-2 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
A-2-7
<PAGE>
instruct the Trustee to withdraw, and the Trustee shall withdraw from the
Principal Account and deposit in the Distribution Account the amount on deposit
in the Principal Account.
On the Class B Scheduled Payment Date or on each Distribution
Date after payment in full of the Class A Investor Interest with respect to a
Rapid Amortization Period, the Trustee shall pay from amounts on deposit in the
Distribution Account an amount equal to the lesser of the Class B Investor
Interest and the amount of Available Investor Principal Collections on deposit
in the Distribution Account with respect to the related Monthly Period, and
after the Class B Certificates have been paid in full (after taking into account
distributions to be made on the related Distribution Date), Available Investor
Principal Collections shall be applied to the Collateral Interest as specified
in the Pooling and Servicing Agreement.
On each Distribution Date, the Trustee shall pay to the Class
A Certificateholders and the Class B Certificateholders the amount deposited on
the related Transfer Date into the Distribu tion 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 1999-2 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 1999-2 Certificateholder of record appearing in the
Certificate Register and except for the final distribution in respect of this
Series 1999-2 Certificate, without the presenta tion or surrender of this Series
1999-2 Certificate or the making of any notation thereon; provided, however,
that with respect to Series 1999-2 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 1999-2 Certif-
A-2-8
<PAGE>
icates nor the Accounts or Receivables are insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental agency. This Series
1999-2 Certificate is limited in right of payment to certain collections
respecting the Receivables, all as more specifically set forth hereinabove and
in the Pooling and Servicing Agreement.
The Transfer of this Class B Certificate shall be registered
in the Certificate Register upon surrender of this Class B Certificate for
registration of transfer at any office or 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, the Paying Agent 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 none of the Servicer, the Trustee, the Paying Agent, the Transfer
Agent and Registrar, or 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 1999-2 Certificateholders to receive payment from the Trust will
terminate on the first Business Day following the Series 1999-2 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
A-2-9
<PAGE>
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 signa ture, this Class B
Certificate shall not be entitled to any benefit under the Pooling and Servicing
Agreement, or be valid for any purpose.
A-2-10
<PAGE>
IN WITNESS WHEREOF, Chase Manhattan Bank USA, National
Association, has caused this Class B Certificate to be duly executed.
By:
----------------------
Authorized Officer
Dated: July 15, 1999
A-2-11
<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 1999-2, 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 1999-2
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 1999-2 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 Account, the Principal Account, the
Principal Funding Account and the Distribution Account on ________ __, ____,
which date is a Transfer Date under the Pooling and Servicing Agreement, in
aggregate amounts set forth below in respect of the following amounts and (ii)
to apply the proceeds of such withdrawals in accordance with subsection 3(a) of
the Series 1999-2 Supplement and Section 4.9 of the Pooling and Servicing
Agreement:
A. Pursuant to subsection 3(a) of the Series
1999-2 Supplement:
1. Servicer Interchange $_________
B. Pursuant to subsection 4.9(a)(i):
<PAGE>
1. Class A Monthly Interest at the Class
A Certificate Rate on the Class A
Investor Interest $_________
2. Class A Deficiency Amount $_________
3. Class A Additional Interest $_________
B-2
<PAGE>
C. Pursuant to subsection 4.9(a)(ii):
1. Class A Servicing Fee $_________
2. Accrued and unpaid Class A Servicing
Fee $_________
D. Pursuant to subsection 4.9(a)(iii):
1. Class A Investor Default Amount $_________
E. Pursuant to subsection 4.9(a)(iv):
1. Portion of Excess Spread from Class A
Available Funds to be allocated and
distributed as provided in Section
4.11 $_________
F. Pursuant to subsection 4.9(b)(i):
1. Class B Monthly Interest at the Class
B Certificate Rate on the Class B
Investor Interest $_________
2. Class B Deficiency Amount $_________
3. Class B Additional Interest $_________
G. Pursuant to subsection 4.9(b)(ii):
1. Class B Servicing Fee $_________
2. Accrued and unpaid Class B Servicing
Fee $_________
H. Pursuant to subsection 4.9(b)(iii):
1. Portion of Excess Spread from Class B
Available Funds to be allocated and
distributed as provided in Section
4.11 $_________
I. Pursuant to subsection 4.9(c)(i):
1. Collateral Interest Servicing Fee, if
applicable $_________
2. Accrued and unpaid Collateral
Interest Servicing Fee, if applicable $_________
B-3
<PAGE>
J. Pursuant to subsection 4.9(c)(ii):
1. Portion of Excess Spread from
Collateral Available Funds to be
allocated and distributed as provided
in Section 4.11 $_________
B-4
<PAGE>
K. Pursuant to subsection 4.9(d)(i):
1. Collateral Monthly Principal, if any,
applied in accordance with the Loan
Agreement $_________
L. Pursuant to subsection 4.9(d)(ii):
1. Amount to be treated as Shared
Principal Collections $_________
M. Pursuant to subsection 4.9(d)(iii):
1. Amount to be paid to the Holder of
the Transferor Certificate $_________
2. Unallocated Principal Collections $_________
N. Pursuant to subsection 4.9(e)(i):
1. Class A Monthly Principal $_________
O. Pursuant to subsection 4.9(e)(ii):
1. Class B Monthly Principal $_________
P. Pursuant to subsection 4.9(e)(iii):
1. Collateral Monthly Principal to be
applied in accordance with the Loan
Agreement $_________
Q. Pursuant to subsection 4.9(e)(iv):
1. Amount to be treated as Shared
Principal Collections $_________
R. Pursuant to subsection 4.9(e)(v):
1. Amount to be paid to the Holder of
the Transferor Certificate $_________
2. Unallocated Principal Collections $_________
Total $_________
_________
S. Pursuant to subsection 4.9(f):
B-5
<PAGE>
1. Amount to be withdrawn from the
Principal Funding Account and
deposited into the Distribution
Account
$_________
B-6
<PAGE>
II. INSTRUCTION TO MAKE CERTAIN PAYMENTS Pursuant to Section 4.9, the Servicer
does hereby instruct the Trustee to pay in accordance with Section 5.1 from the
Distribution Account on __________ __, ____, which date is a Distribution Date,
under the Pooling and Servicing Agreement, amounts so deposited in the
Distribution Account pursuant to Section 4.9 as set forth below:
A. Pursuant to subsection 4.9(g):
1. Amount to be distributed to Class A
Certificateholders $_________
2. Amount to be distributed to Class B
Certificateholders $_________
B. Pursuant to subsection 4.9(h)(i):
1. Amount to be distributed to the Class
A Certificateholders $_________
C. Pursuant to subsection 4.9(h)(ii):
1. Amount to be distributed to the Class
B Certificateholders $_________
III. APPLICATION OF EXCESS SPREAD
Pursuant to Section 4.11, the Servicer does hereby instruct the Trustee to apply
the Excess Spread with respect to the related Monthly Period and to make the
following distributions in the following priority:
A. The amount equal to the Class A Required Amount, if any,
which will be used to fund the Class A Required Amount
and be applied in accordance with, and in the priority
set forth in, subsection 4.9(a) $_________
B-7
<PAGE>
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 $_________
C. The amount equal to the Class B Required
Amount, if any, which will be used to fund the Class B
Required Amount and be applied first in accordance
with, and in the priority set forth in, subsection 4.9(b)
and then any amount available to pay the Class B
Investor Default Amount shall be treated as a portion
of Investor Principal Collections and deposited into the
Principal Account $_________
D. The amount equal to the aggregate amount by which the
Class B Investor Interest has been reduced below the
initial Class B Investor Interest for reasons other than
the payment of principal to the Class B
Certificateholders (but not in excess of the
aggregate amount of such reductions which have not
been previously reimbursed) which will be treated as a
portion of Investor Principal Collections and
deposited into the Principal Account $_________
E. The amount equal to the Collateral Monthly Interest
plus the amount of any past due Collateral Monthly
Interest which will be paid to the Collateral Interest
Holder for application in accordance with the Loan
Agreement $_________
B-8
<PAGE>
F. The amount equal to the aggregate amount of accrued
but unpaid Collateral Interest Servicing Fees which
will be paid to the Servicer if the Transferor or the
Trustee is the Servicer $_________
G. The amount equal to the Collateral Default Amount, if
any, for the prior Monthly Period which will be treated
as a portion of Investor Principal Collections and
deposited into the Principal Account $_________
H. The amount equal to the aggregate amount by which the
Collateral Interest has been reduced below the Required
Collateral Interest for reasons other than the payment
of principal to the Collateral Interest Holder (but not
in excess of the aggregate amount of such reductions
which have not been previously reimbursed) which will
be treated as a portion of Investor Principal Collections
and deposited into the Principal Account $_________
I. On each Transfer Date from and after the Reserve Account
Funding Date, but prior to the date on which the Reserve
Account terminates as described in subsection 4.15(f), the
amount up to the excess, if any, of the Required Reserve
Account Amount over the Available Reserve Account Amount
which shall be deposited into the Reserve Account $_________
J. The amount equal to the amounts determined to be payable
to the Collateral Interest Holder pursuant to
subsections 2.11(a)(i), (ii) and (iii) of the
Loan Agreement $_________
B-9
<PAGE>
K. The balance, if any, after giving effect to the payments
made pursuant to subparagraphs (a) through (j) above
which shall constitute "Shared Excess Finance Charge
Collections" with respect to other Series in Group One. $_________
IV. REALLOCATED PRINCIPAL COLLECTIONS
Pursuant to Section 4.12, the Servicer does hereby instruct the Trustee to
withdraw from the Principal Account and apply Reallocated Principal Collections
pursuant to Section 4.12 with respect to the related Monthly Period in the
following amounts:
A. Reallocated Collateral Principal
Receivables $_________
B. Reallocated Class B Principal Receivables
$_________
V. ACCRUED AND UNPAID AMOUNTS
After giving effect to the withdrawals and transfers to be made in accordance
with this notice, the following amounts will be accrued and unpaid with respect
to all Monthly Periods preceding the current calendar month A. Subsection
4.9(a)(i) and (b)(i):
1. The aggregate amount of the Class A
Deficiency Amount $_________
2. The aggregate amount of Class B
Deficiency Amount $_________
B. Subsections 4.9(a)(ii) and (b)(ii):
The aggregate amount of all accrued and
unpaid Investor Monthly Servicing Fees $_________
C. Section 4.10:
The aggregate amount of all unreimbursed $_________
Investor Charge Offs
B-10
<PAGE>
IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this ____ day of __________, ____.
THE CHASE MANHATTAN BANK,
Servicer
By:______________________
Name:
Title:
B-11
<PAGE>
EXHIBIT C
TO EXHIBIT 4.2
<TABLE>
<CAPTION>
The Chase Manhattan Bank Chase Credit Card Master Trust
Certificateholders' Statement Series 1999-2 Monthly Report
SECTION 5.2 - SUPPLEMENT CLASS A CLASS B COLLATERAL TOTAL
<S> <C> <C>
(i) Monthly Principal Distributed _______________________________________________ _____________
(ii) Monthly Interest Distributed _______________________________________________ _____________
Deficiency Amounts _______________________________________________ _____________
Additional Interest _______________________________________________ _____________
Accrued and Unpaid Interest _____________________________ _____________
___________ _____________
(iii) Collections of Principal Receivables _______________________________________________ _____________
(iv) Collections of Finance Charge Receivables _______________________________________________ _____________
(v) Aggregate Amount of Principal Receivables _____________
Investor _______________________________________________ _____________
Interest
Adjusted _______________________________________________ _____________
Interest
Floating Investor Percentage _______________________________________________ _____________
Fixed Investor Percentage _______________________________________________ _____________
(vi) Receivables Delinquent (As % of Total
Receivables)
Current
30 to 59 days _____________
60 to 89 days _____________
90 or more days _____________
Total Receivables _____________
_____________
(vii) Investor Default Amount _______________________________________________ _____________
(viii) Investor Charge-Offs _______________________________________________ _____________
(ix) Reimbursed Investor Charge-Offs _______________________________________________ _____________
(x) Servicing Fee _______________________________________________ _____________
(xi) Portfolio Yield _____________
(xii) Reallocated Monthly Principal _______________ _____________
(xiii) Closing Investor Interest _______________________________________________ _____________
(xiv) LIBOR _____________
(xv) Principal Funding Account Balance _____________
(xvii) Accumulation Shortfall _____________
(xviii) Principal Funding Investment Proceeds _____________
(xx) Principal Investment Funding Shortfall _____________
(xxi) Available Funds _______________________________________________ _____________
(xxii) 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 1999-2
<TABLE>
<S> <C> <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 1999-2 Certificates.................. $_________
</TABLE>
I-1
<PAGE>
<TABLE>
<S> <C> <C>
7. The aggregate amount of funds on deposit in the Principal Account
allocable to the Series 1999-2 Certificates.......................... $_________
8. The aggregate amount of funds on deposit in the Principal Funding
Account allocable to the Series 1999-2 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 1999-2 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.................................................... $_________
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...................................... $_________
$_________
</TABLE>
I-2
<PAGE>
<TABLE>
<S> <C> <C>
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 1999-2 Pay Out Event
or Trust Pay Out Event has occurred except as described below:
[If applicable, insert "none."]
</TABLE>
I-3
<PAGE>
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificates as of this day of , .
THE CHASE MANHATTAN BANK
By:_______________________
Name:
Title:
I-4
