AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 25, 1999
Registration No. 333-74303
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
(Originator of the Trusts described herein)
(Exact name of registrant as specified in its charter)
CHASE CREDIT CARD MASTER TRUST
(Issuer with respect to the Offered Securities)
DELAWARE 22-2382028
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
802 DELAWARE AVENUE
WILMINGTON, DELAWARE 19801
(302) 575-5000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
ANDREW T. SEMMELMAN
VICE PRESIDENT
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
C/O 802 DELAWARE AVENUE
WILMINGTON, DELAWARE 19801
(302) 575-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
<TABLE>
<CAPTION>
<S> <C> <C>
DAVID M. EISENBERG, ESQ. MARTIN R. JOYCE, ESQ. ANDREW M. FAULKNER, ESQ.
SIMPSON THACHER & BARTLETT THE CHASE MANHATTAN BANK SKADDEN, ARPS, SLATE, MEAGHER
425 LEXINGTON AVENUE 270 PARK AVENUE & FLOM LLP
NEW YORK, NEW YORK 10017 NEW YORK, NEW YORK 10017 919 THIRD AVENUE
(212) 455-2000 (212) 270-5918 NEW YORK, NY 10022
(212) 735-2853
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</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable on or after the effective date of the Registration
Statement.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the
following box. |_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED (1) MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION FEE
REGISTERED PRICE PER UNIT OR SHARE PRICE (3)
(2)
<S> <C> <C> <C> <C>
Asset Backed Certificates $1,000,000 100% $1,000,000 $278
Asset Backed Notes $1,000,000 100% $1,000,000 --
Total $1,000,000 $1,000,000 $278
</TABLE>
(1) If any registered securities are issued at an original issue discount,
then such greater principal amount as shall result in an aggregate initial
offering price of $1,000,000. In no event will the aggregate initial
offering price of securities registered hereunder exceed $1,000,000 or the
equivalent thereof in one or more foreign currencies or composite
currencies, including the euro.
(2) The proposed maximum offering price per unit or share will be
determined from time to time by the registrant of the securities registered
hereunder.
(3) Previously paid.
---------------------------
The attached prospectus and either of the attached prospectus supplements
may be used by Chase Securities Inc., a wholly owned subsidiary of The
Chase Manhattan Corporation and an affiliate of the Transferor, in
connection with offers and sales related to market-making transactions in
the securities. Chase Securities Inc. may act as principal or agent in such
transactions. Such sales will be made at prices related to prevailing
market prices at the time of sale.
---------------------------
THE REGISTRANTS HEREBY AMEND, THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
EXPLANATORY NOTE
This Form S-3 Registration Statement (file no. 333-74303) includes, on
behalf of Chase Manhattan Bank USA, National Association (the "Bank"), as
originator of the trusts described herein, a base prospectus and two model
prospectus supplements. One model prospectus supplement describes an
offering by Chase Credit Card Master Trust of asset backed certificates.
The other model prospectus supplement describes an offering by Chase Credit
Card Owner Trust 1999-__ of asset backed notes. The prospectus and each
prospectus supplement have been prepared to comply with the "Plain English"
Rules (Release No. 33-7497), including Rule 421(b) and Rule 421(d) under
the Securities Act of 1933, as amended, and related revisions to Regulation
S-K and Form S-3 adopted by the Securities and Exchange Commission.
[FLAG]
The information in this prospectus is not complete and may be changed. We
cannot sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is not
an offer to sell these securities and is not soliciting an offer to buy
these securities in any state where the offer or sale is not permitted.
[TEXT BOX]
- -----------------------------------------------------------------------------
A security is not a deposit and neither the securities nor the underlying
accounts or receivables or series certificates or notes are insured or
guaranteed by the FDIC or any other governmental agency.
A certificate will represent an interest in the master trust only. A note
will be an obligation of an owner trust only. Neither the certificates nor
the notes will represent interests in or recourse obligations of Chase USA,
the servicer or any of their affiliates.
This prospectus may be used to offer and sell any series of securities only
if accompanied by the prospectus supplement for that series.
- -----------------------------------------------------------------------------
SUBJECT TO COMPLETION, DATED AUGUST 25, 1999
Prospectus
CHASE CREDIT CARD MASTER TRUST
CHASE CREDIT CARD OWNER TRUSTS
Issuers
Chase Manhattan Bank USA, National Association
Transferor and Administrator of Owner Trusts
The Chase Manhattan Bank
Servicer of Master Trust
ASSET BACKED SECURITIES
The master trust-
o may periodically issue asset backed certificates in one or more
series, including series of asset backed certificates that will be
sold to owner trusts and pledged to secure notes; and
o will own receivables in a portfolio of consumer revolving credit
card accounts and other property described in this prospectus and
in the prospectus supplement.
The securities-
o with respect to the certificates, will represent interests in the
master trust and will be paid only from the assets of the master
trust;
o with respect to the notes, will be obligations of an owner trust
and will be secured by the assets of that owner trust, including
one or more certificates;
o offered by this prospectus will be rated in one of the four highest
rating categories by at least one nationally recognized statistical
rating organization;
o may have one or more forms of credit enhancement; and
o will be issued as part of a series which may include one or more
classes of securities.
The certificateholders will receive interest and principal payments from a
varying percentage of credit card account collections.
The noteholders will receive interest and principal as described in the
prospectus supplement. Each series of notes will be secured by a series
certificate issued by the master trust and purchased by the owner trust
that will issue the notes and any other assets described in that prospectus
supplement.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined
whether this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
_______, 1999
Table of Contents
Overview of the Information in this Prospectus
and the Prospectus Supplement.....................................4
The Master Trust.....................................................6
The Owner Trusts.....................................................6
Chase USA's Credit Card Activities...................................7
Acquisition and Maintenance of Credit
Card Accounts..................................................8
Billing and Payments................................................10
Collection of Delinquent Accounts...................................12
Description of First Data Resources, Inc............................13
Interchange.........................................................13
Recoveries .........................................................14
Year 2000 Compliance ...............................................14
The Receivables.....................................................16
Use of Proceeds.....................................................18
Maturity Considerations.............................................18
Series of Certificates..............................................18
Series of Notes.....................................................19
Chase USA...........................................................19
Description of the Securities.......................................20
Form of Your Securities.............................................21
DTC ..............................................................21
Cedelbank...........................................................22
Euroclear...........................................................23
Book-Entry Registration.............................................24
Definitive Securities...............................................26
Initial Settlement..................................................27
Secondary Market Trading............................................28
Description of the Certificates.....................................31
Transferor Certificate..............................................32
Issuing New Series of Certificates..................................33
Interest Allocations................................................34
Principal Allocations...............................................35
Transfer and Assignment of Receivables..............................38
Chase USA's Representations and
Warranties....................................................38
Addition of Master Trust Assets.....................................39
Removal of Master Trust Assets......................................41
Discount Option.....................................................42
Master Trust Bank Accounts..........................................43
Companion Series....................................................44
Funding Period......................................................45
Investor Percentage and Transferor
Percentage....................................................46
Application of Collections..........................................46
Shared Excess Finance Charge
Collections...................................................48
Shared Principal Collections........................................48
Default Allocations.................................................48
Rebates and Fraudulent Charges......................................49
Investor Charge-Offs................................................49
Defeasance..........................................................49
Optional Repurchase.................................................50
Final Payment of Principal; Series
Termination...................................................50
Pay Out Events......................................................50
Servicing Compensation..............................................51
The Servicer........................................................51
Servicer Default....................................................51
Payment of Expenses.................................................53
Reports to Certificateholders.......................................53
Evidence as to Compliance...........................................54
Amendments..........................................................54
List of Certificateholders..........................................56
The Master Trust Trustee............................................56
Master Trust Termination............................................57
Description of the Notes............................................57
Principal and Interest on the Notes.................................57
The Indentures......................................................58
Certain Covenants...................................................62
The Indenture Trustee...............................................63
Transfer and Assignment of the Series
Certificate...................................................64
Reports to Noteholders..............................................64
Certain Matters Regarding the
Administrator.................................................65
Amendment...........................................................65
Termination.........................................................66
Credit Enhancement..................................................66
Specific Forms of Credit Enhancement................................67
Security Ratings....................................................70
Certain Legal Aspects of the Receivables............................71
Transfer of Receivables.............................................71
Certain Matters Relating to Receivership............................72
Consumer Protection Laws............................................74
Industry Litigation.................................................75
Tax Matters.........................................................75
Tax Characterization of the Master
Trust ........................................................77
Tax Considerations Relating to Certificate
Owners........................................................77
Tax Considerations Relating to Note
Owners .......................................................80
Non-U.S. Certificate Owners and Non-
U.S. Note Owners..............................................82
Information Reporting and Backup
Withholding...................................................85
State and Local Taxation............................................86
Employee Benefit Plan Considerations................................86
Certain ERISA Considerations With
Respect to Notes..............................................87
Prohibited Transaction Considerations...............................87
Certain ERISA Considerations With
Respect to Certificates.......................................88
Prohibited Transaction Considerations ..............................88
Plan of Distribution................................................90
Legal Matters.......................................................92
Reports to Securityholders..........................................92
Where You Can Find More Information.................................92
Glossary of Terms For Prospectus....................................94
Overview of the Information in this Prospectus
and the Prospectus Supplement
We provide information to you about the securities in two separate
documents that progressively provide more detail: (a) this prospectus,
which provides general information, some of which may not apply to a
particular series of securities, including your series, and (b) the
prospectus supplement, which will describe the specific terms of your
series of securities, including:
o the type of securities offered;
o the timing and amount of interest and principal payments;
o information about the receivables;
o information about credit enhancement for each class;
o credit ratings; and
o the method for selling the securities.
We have included a description of some of the basic terms and
characteristics of the securities that may be offered by this prospectus.
We have also included a description of any certificate offered by this
prospectus or sold to an owner trust to be pledged to secure notes. In
addition, we have included a description summarizing the terms and
provisions that would apply to all notes offered by this prospectus.
If you are purchasing notes, you should review carefully the
descriptions of the certificates in this prospectus and the prospectus
supplement. The most significant asset of each owner trust will be a
certificate issued by the master trust and pledged to secure the notes of
the owner trust. The terms and provisions of that certificate will be
reflected in the terms and provisions of the notes secured by that
certificate.
Each certificate issued by the master trust and offered to
investors or pledged to secure the notes of an owner trust will be:
o registered under the registration statement we have
filed with the SEC relating to the securities;
o sold through this prospectus and the related prospectus
supplement; and
o rated in one of the four highest rating categories by at
least one nationally recognized statistical rating agency.
You should rely only on the information provided in this prospectus
and the prospectus supplement, including the information incorporated by
reference. We have not authorized anyone to provide you with different
information.
We include cross-references in this prospectus and in the
prospectus supplement to captions in these materials where you can find
further related discussions. The preceding table of contents and the table
of contents included in the prospectus supplement provide the pages on
which these captions are located.
You can find a glossary of the defined terms that appear in this
document in bold faced type under the caption "Glossary of Terms for
Prospectus" beginning on page 94 in this prospectus.
The Master Trust
The Chase Credit Card Master Trust was formed in October 1995 to
issue certificates representing interests in a pool of credit card
receivables held by the master trust. Certificates issued by the master
trust will be issued in amounts, at prices and on terms to be determined at
the time of sale as set forth in a supplement to this prospectus.
The master trust exsists through a Pooling and Servicing Agreement among
the following parties:
o Chase Manhattan Bank USA, National Association, as Transferor;
o The Chase Manhattan Bank, as servicer; and
o The Bank of New York, as trustee.
The Chase Manhattan Bank has delegated substantially all of its
servicing duties to Chase USA.
The master trust will not engage in any business activity other
than:
o acquiring and holding receivables;
o issuing series of certificates and a Transferor Certificate;
o making payments on these certificates;
o obtaining any credit enhancement or entering into any
enhancement contract necessary to issue certificates;
o entering into swap agreements to convert specified cash
flows from one form to another; and
o engaging in related activities.
Because of the restricted nature of its activities, we do not expect that
the obligations of the Master Trust will ever exceed the value of the
assets listed above.
The Owner Trusts
Each series of notes will be issued by an owner trust. Each owner
trust will be formed as a statutory business trust or a common law trust
under the laws of the State of Delaware. Chase USA will deposit in an owner
trust a Series Certificate rated in one of the four highest rating
categories by at least one Rating Agency. Each owner trust will be the
certificateholder of a single Series Certificate. The descriptions of the
certificates in this prospectus and in the related supplement are important
to purchasers of notes because the Series Certificate will be the most
significant asset of each owner trust. The terms and provisions of the
Series Certificate, including the payment terms, will be reflected in the
terms and provisions of the notes. Each series of notes will be issued
under an Indenture between the Owner Trustee and the Indenture Trustee. The
notes will be secured by the Series Certificate and the other collateral
pledged by the owner trust to secure the notes pursuant to the Indenture,
which may include a reserve account for the benefit of one or more classes
of notes.
The activities of each owner trust will be limited to:
o acquiring and holding a Series Certificate and
any other assets,
o issuing a single series of notes,
o making payments on the notes, and
o engaging in other activities that are appropriate
to accomplish those goals.
Chase USA's Credit Card Activities
Chase USA's portfolio of credit card receivables is originated
through MasterCard and VISA accounts principally established by:
o Chase USA;
o Chemical Bank, before the transfer of its credit card business
to Chase USA in June 1996; and
o The Bank of New York, before the purchase of its credit card
operations by Chase USA in November 1997.
Some of these accounts are designated as master trust accounts. The
receivables which the Bank will convey to the master trust under the terms
of the Pooling and Servicing Agreement have been and will be generated from
transactions made by the holders of these master trust accounts.
Chase USA is also seller and servicer, with Yasuda Bank and Trust
Company (U.S.A.) as trustee, of Chase Manhattan Credit Card Master Trust.
This master trust has issued several series of asset backed certificates
which remain outstanding. As long as any of these series remain
outstanding, the accounts designated for inclusion in Chase Manhattan
Credit Card Master Trust will not be available for addition to the master
trust. However, Chase USA is allowed, with Rating Agency approval, to
periodically remove accounts from Chase Manhattan Credit Card Master Trust
and add some or all of them to the master trust. See "Description of the
Securities --Description of the Certificates --Addition of Master Trust
Assets" and "--Removal of Master Trust Assets" for information on the
conditions to any addition or removal of accounts.
Chase USA has the right, and currently expects, to add accounts
from time to time to the master trust. Accounts available for addition to
the master trust might have been originated under policies and procedures
which differ from the policies and procedures used to originate accounts
currently in the master trust. If Chase USA adds any of these accounts, it
does not expect that these differences will have a material effect on your
interests.
Chase USA services credit card accounts at facilities located in:
o Hicksville, New York;
o Tempe, Arizona;
o Tampa, Florida;
o Wilmington, Delaware and Newark, Delaware
Many data processing and administrative functions for the Bank Portfolio are
performed by First Data Resources, Inc.
Acquisition and Maintenance of Credit Card Accounts
The accounts in the master trust were generated under the VISA
U.S.A., Inc. and MasterCard International Inc. programs. Chase USA, a
member of VISA and MasterCard International, originated or purchased these
accounts. VISA and MasterCard International license their respective marks
permitting financial institutions to issue credit cards to their customers.
In addition, VISA and MasterCard International provide clearing services
facilitating exchange of payments among member institutions and networks
linking members' credit authorization systems.
The VISA and MasterCard credit cards are issued by Chase USA as
part of the worldwide VISA and MasterCard International systems, and
transactions creating the receivables through the use of these credit cards
are processed through the VISA and MasterCard
International authorization and settlement systems.
VISA and MasterCard credit cards may be used:
o to purchase merchandise and services;
o to obtain cash advances from a financial institution,
automated teller machine, a check drawn on the account
or as overdraft protection; and
o to consolidate and transfer balances from other credit cards.
Amounts due on master trust accounts for any of these purposes are included
as receivables in the master trust.
Chase USA originates accounts through several channels:
o Applications. Chase USA makes applications for VISA and
MasterCard accounts available at all CMB branches and point
of sale outlets. Chase USA advertises on television, radio
and in magazines with the goal of generating customer
applications. Chase USA also mails applications directly to
prospective cardholders. In each case, Chase USA reviews an
application for completeness and creditworthiness.
Applications provide information to Chase USA on the
applicant's employment history, income and residence status.
A credit report on the applicant, requested from an
independent credit reporting agency, will also be evaluated.
Discrepancies between the credit report and the application
must be resolved before the application can be approved.
Chase USA generally evaluates the applicant's ability to
repay credit card balances through application of a credit
scoring system using proprietary models and models developed
by independent consulting firms. Credit scoring is intended
to provide a general indication, based on the information
available from the application, credit bureaus or other
sources, of the applicant's likelihood to repay his or her
obligations. Credit scoring assigns values to the
information provided in each applicant's application and
credit bureau report and then estimates the associated
credit risk. The score at which an applicant will be
approved correlates to Chase USA's credit risk tolerance at
the time of the approval. Chase USA's personnel and outside
consultants regularly review the predictive accuracy of the
scoring models.
Applications are also evaluated with a proprietary
profitability model, which determines if the applicant is
likely to meet Chase USA's profitability expectations. These
expectations are adjusted from time to time based on
economic conditions, Chase USA's and CMB's corporate goals
and competitive pressures. Applicants who fall outside of
Chase USA's desired credit and profitability segments will
be denied a credit card.
An approved application is assigned an initial credit limit
based on the applicant's credit score and income level.
o Direct Mail and Telemarketing. Chase USA uses direct mail
and telemarketing solicitation campaigns to access
individuals whom Chase USA has identified as desirable
cardholders. A list of prospects from a variety of sources
are screened at one or more credit bureaus in accordance
with Chase USA's credit criteria, including previous payment
patterns and longevity of account relationships. Individuals
qualifying for pre-screened direct mail or telemarketing
solicitation are conditionally offered a credit card without
having to complete a detailed application. Credit limits
offered to pre-screened prospective cardholders are based on
each individual's credit profile, profitability potential
and overall indebtedness relative to inferred income.
o Purchase of Accounts. Chase USA has added, and may continue
to add, accounts to its credit card portfolio by purchasing
accounts from other financial institutions. Chase USA
originally opened credit card accounts it purchased using
criteria established by another institution. These purchased
accounts may not have been subject to the same level of
credit review as accounts Chase USA initially established.
Following acquisition, purchased accounts are evaluated
against the same criteria used by Chase USA to maintain
accounts which it originates. This evaluation might indicate
that the purchased account should be closed immediately,
which causes Chase USA to authorize no future purchases or
cash advances on the card. All accounts passing the
evaluation remain open, subject to the same criteria Chase
USA uses to periodically evaluate all of its accounts.
Regardless of origination channel, at least once per year each account is
subject to a systematic evaluation of payment and behavioral information.
Chase USA may adjust the account's credit limit up or down, based on
updated credit and profitability scores. Credit limits may also be
adjusted at the request of the applicant, subject to Chase USA's independent
evaluation of the applicant's payment and card usage history.
Each cardholder is subject to an agreement governing the terms and
conditions of the account. In these agreements, Chase USA has reserved the
right:
o to change or end any terms, conditions, services or features
of each account, including increasing or decreasing finance
charges, fees or minimum payments; and
o to sell or transfer the accounts and/or any amounts owed on
such accounts to another creditor.
Billing and Payments
The accounts in the master trust have various billing and payment
structures, including varying minimum payment levels and fees. Chase USA
sends monthly billing statements to cardholders. The following information
reflects the current billing and payment characteristics of
the master trust accounts.
When an account is established it is randomly assigned to a billing
cycle. Currently there are 20 billing cycles, each with a different monthly
billing date. On each cycle's monthly billing date, all activity since the
previous monthly billing date for all accounts in the cycle are processed
and billed to cardholders.
Chase USA generally determines the minimum monthly payment with
respect to the accounts by multiplying the combined new balance of
purchases and cash advances, less any disputed amounts, by 2.000%. If the
calculated minimum payment amount is less than $10.00, it is increased to
$10.00. The sum of this amount and any past due amounts equals the minimum
payment amount. The minimum payment, however, is never more than the new
balance.
When each account's monthly activity is processed for a billing
cycle, finance charges are assessed in two ways:
o Finance Charges on New Purchases. A daily periodic finance
charge is assessed on principal receivables from new
purchases if the following criteria are met
- on the first day of the billing cycle there was
a purchase balance outstanding; and
- there was a purchase balance outstanding on the
payment date shown on the previous monthly statement.
If a finance charge is assessed on a new purchase, it will be
calculated as described below.
o Finance Charges on Cash Advances and Pre-Existing Purchases.
Daily periodic finance charges on cash advances and
pre-existing purchase balances are calculated as follows:
(average daily cash advance or pre-existing purchase
balance) X (applicable daily periodic finance charge rate) X
(number of days in the billing cycle)
In calculating the average daily cash advance and pre-existing
purchase balance, Chase USA will add the interest amount accrued on
the previous day's ending balance to the current day's balance. New
cash advances and new purchases are generally included in their
respective average daily balances from the date the advance or
purchase occurs, although - as noted above - in some cases finance
charges do not begin to accrue until the first day of the following
billing cycle.
Chase USA offers fixed rate and variable rate accounts. The annual
percentage rate for fixed rate accounts generally ranges from 9.9% per
annum to 19.8% per annum. The current annual percentage rate for variable
rate accounts is based on The Wall Street Journal prime rate plus a spread
generally ranging from 4.4% to 14.99%. Chase USA also offers temporary
promotional rates and promotional rates on transferred balances. In
specific situations, the periodic finance charges on a limited number of
accounts may be either greater than or less than those assessed by Chase
USA generally. To the extent that the amount of any finance charge
applicable to a purchase balance is less than $0.50, the Bank increases
this amount to $0.50.
Chase USA charges annual membership fees on some accounts while
other accounts carry no annual membership fee. For those accounts with an
annual membership fee, the fee is generally $20.00 for regular accounts,
$40.00 for premium fixed rate accounts and $45.00 for premium variable rate
accounts. Chase USA may waive all or a portion of annual membership fees in
connection with solicitations of new accounts - and has done so for
portions of recent solicitations - or when Chase USA determines that, for
competitive reasons, a waiver is necessary. In addition to the annual
membership fee, Chase USA may charge accounts other fees generally at the
rates specified below, including:
o a late fee of $29.00 if the Bank does not receive the
required minimum monthly payment by the payment due date
noted on the monthly billing statement;
o a cash advance fee of 3.0% of the amount of each cash
advance, with a minimum fee of $5.00 for each cash advance;
o a fee of $29.00 for each check written on a credit card
account - a form of cash advance - which Chase USA does not
honor because the credit card account is delinquent,
overdrawn or closed;
o a fee of $29.00 for each dishonored check sent as payment by
the cardholder; and
o an overlimit charge of $29.00 if, at the end of the billing
cycle, the total amount owed for principal and finance
charges exceeds the cardholder's credit line.
Cardholder payments to Chase USA are processed and applied to any
billed and unpaid finance charges and to billed and unpaid transactions in
the order determined by Chase USA. Any excess is applied to unbilled
transactions in the order determined by Chase USA and then to unbilled
finance charges. We can give you no assurance that periodic finance
charges, fees and other charges will remain at current levels in the
future.
Collection of Delinquent Accounts
An account is "delinquent" if, by the payment due date shown on the
account's monthly statement, Chase USA has not received the minimum monthly
payment. An account is "over limit" if its posted balance exceeds its
credit limit.
Efforts to collect delinquent credit card receivables are made by
Chase USA's personnel, collection agencies and attorneys retained by Chase
USA. Collection procedures are determined by an adaptive risk control
system that uses statistical models and basic account financial information
to determine the steps to be followed at various stages of delinquency.
Generally, Chase USA includes a request for payment of overdue amounts on
billing statements issued after the account becomes delinquent. In
addition, after a period determined by the risk control system, Chase USA
mails a separate notice to the cardholder with:
o notification that the account is delinquent;
o a warning that credit privileges may be revoked; and
o a request for payment of the delinquent amount.
Collection personnel generally initiate telephone contact with cardholders
whose credit card accounts have become 30 days or more delinquent. If the
initial telephone contact fails to resolve the delinquency, Chase USA
continues to contact the cardholder by telephone and by mail.
Based upon the risk control system's analysis, Chase USA may
suspend an account as early as the date on which the account becomes 30
days or more delinquent. Chase USA generally suspends the account by the
time the account becomes 50 days delinquent. One hundred days after an
account becomes delinquent the credit card is automatically canceled. Based
on the risk control system's analysis of a delinquent cardholder's
behavior, Chase USA may take any or all of the above actions earlier than
indicated here. In some cases, depending on the financial profile of the
cardholder and the stated reason for and magnitude of a delinquency, Chase
USA may enter into arrangements with a delinquent cardholder to extend or
otherwise change the payment schedule.
Chase USA's policy is to charge-off an account in the billing cycle
immediately following the cycle in which the account became one hundred
fifty (150) days delinquent. If Chase USA receives notice that a cardholder
is the subject of a bankruptcy proceeding, the Bank charges off such
cardholder's account upon the earlier of seventy-five (75) days after
receipt of such notice and the time period set forth in the previous
sentence. On February 10, 1999, the Federal Financial Institutions
Examination Council adopted a revised Uniform Retail Credit Classification
and Account Management Policy, which recommends that:
o all U.S. banks and thrift institutions should charge-off
accounts of obligors who declare bankruptcy within 60 days
of receipt of notification of filing from the bankruptcy
court, and
o these charge-offs should be implemented in reporting for the
year ending December 31, 2000.
We expect that the implementation of this revised charge-off policy would
cause a temporary increase in charge-offs, but would not materially affect
certificateholders' interests.
Description of First Data Resources, Inc.
First Data Resources, Inc. is located in Omaha, Nebraska and provides
computer data processing services primarily to the bankcard industry. First
Data Resources, Inc. is a subsidiary of First Data Corp.
Interchange
Financial institutions participating in the VISA and MasterCard
associations receive Interchange for performing specified tasks. Under the
VISA and MasterCard systems, a portion of Interchange in connection with
cardholder charges for goods and services is passed from banks which clear
the transactions for merchants to credit card issuing banks. MasterCard and
VISA set Interchange fees annually based on the number of credit card
transactions and the amount charged per transaction. MasterCard and VISA
may from time to time change the amount of Interchange reimbursed to banks
issuing their credit cards. Chase USA is required, under the terms of the
Pooling and Servicing Agreement, to transfer to the master trust a
percentage of Interchange. Each month, Interchange allocated to the master
trust is calculated as follows:
(Interchange for the Monthly Period) X (total amount of purchases
of merchandise and services in the Master Trust Portfolio) / (total
amount of purchases of merchandise and services in the entire Bank
Portfolio)
Interchange allocated to the master trust will be treated as collections
of finance charge receivables.
Recoveries
Chase USA is required, under the terms of the Pooling and Servicing
Agreement, to transfer to the master trust a percentage of the recoveries
on charged-off accounts received each month. Each month, Recoveries
allocated to the master trust are calculated as follows:
(total Recoveries collected by Chase USA) X (defaulted receivables
in the Master Trust Portfolio) / (defaulted receivables in the Bank
Portfolio)
Recoveries allocated to the master trust are treated by the master trust as
collections of finance charge receivables.
Year 2000 Compliance
Year 2000 efforts for Chase USA, both technical and
business-related, are being coordinated, managed and monitored as part of
the Year 2000 efforts of The Chase Manhattan Corporation by CMC's Year 2000
Enterprise Program Office. The Program Office reports directly to the
Executive Committee of CMC. In addition, a Year 2000 Core Team,
consisting of senior managers from internal audit, technology risk and
control, financial management and control, the technology infrastructure
division, legal and the Program Office, provides independent oversight of
the process. The Year 2000 Core Team, which also reports directly to the
CMC's Executive Committee, is charged with identifying major risks and
ensuring necessary management attention for timely resolution of project
issues.
CMC also established a Year 2000 Business Risk Council, on January
1, 1999 comprised of approximately 20 senior business leaders, including
line managers, risk managers, and representatives of key staff functions,
whose responsibilities are:
o to identify potential Year 2000 business risks,
o to coordinate planning and readiness efforts,
o to refine contingency plans for Year 2000, and
o to establish a Year 2000 command center structure and rapid
response teams.
CMC's Year 2000 program is tracked against well-defined milestones.
CMC completed the inventory and assessment phases of its program in 1997,
identifying affected hardware and software, prioritizing tasks and
establishing implementation plans. The inventory and assessment phase
identified 97 business software applications (30 of which are provided by
third-party vendors) related to the cardmember services functions of Chase
USA as requiring Year 2000 remediation.
As of the date hereof, all 97 business software applications have
been remediated and all but one have been fully tested to be Year 2000
compliant. Testing of this one remaining systems application is expected to
be completed within the next several weeks
In addition, CMC has conducted test with FDR and its other third
party service providers, and with third party infrastructure organizations
that interface with Chase USA and the Trust, and expects to continue such
testing for the remainder of this year.
The major focus of CMC's Year 2000 efforts for the balance of this
year is business risk management, contingency planning and event
preparation. Under the auspices of CMC's Year 2000 Business Risk Council,
contingency plans have been refined and are in the process of being tested.
Approximately 250 different risk scenarios have been identified across all
geographies and CMC businesses, resulting in the development of
approximately 1,400 individual Year 2000 contingency plans. These plans
include identification of possible alternative methods by which to provide
service, alternative locations for operations, increased staff support to
service customers, as well as ways for CMC to maintain critical services in
the event of environmental infrastructure outages. In addition, CMC has
developed Year 2000 stress scenarios and has established a process of
stress testing both its credit and market-sensitive portfolios utilizing
these scenarios. These tests will continue through the remainder of 1999.
Event preparation activities also continue. Year 2000 command
centers are being created; problem tracking and reporting tools designed;
key operational and service performance measures identified for tracking;
"wellness checks" of facilities, services, and systems planned; and
training of the "rapid rsponse teams" scheduled. Dress rehearsals have been
scheduled for three weekends during the fourth quarter of 1999 and command
centers will become operational in late December.
CMC currently estimates that full year 1999 Year 2000 costs will be
approximately $158 million. None of these costs will be borne by the master
trust or any owner trust.
CMC manages many types of risk in the normal course of its
business. It recognizes, however, that the risks presented by Year 2000 are
unique given their pervasive nature and the higher likelihood that any Year
2000 disruption may have multiple, simultaneous impacts. Because of this,
CMC has adjusted and will continue to adjust its risk management processes
and contingency plans to reflect the most probable anticipated effects. CMC
believes Year 2000 disruptions, if they occur, may manifest themselves to
financial institutions in three distinct ways:
o as liquidity problems, evidenced, for example, by a
"flight to quality" or preference for cash;
o as operational problems, which may trigger disruptions
in the financial markets; and
o as credit problems, with respect to individuals, companies
or countries experiencing potential financial losses as a
result of liquidity or operational issues.
The anticipated costs to complete the project and the anticipated
business, operational and financial risks to CMC, Chase USA and the master
trust are subject to a number of uncertainties. Any failures by the VISA or
MasterCard associations, FDR or other service providers to implement
successfully their Year 2000 remediation plans could adversely impact the
timing of collections on receivables. A large number of similar failures by
account obligors, banks and other financial institutions or other
participants in the national payments system could also adversely affect
the timing of collections on receivables. In addition, any financial losses
incurred by the obligors on the Accounts could cause an increase in losses
allocated to the master trust and the owner trusts.
If collections that normally would have been received in any
particular month are delayed, or if losses for any month exceed normal
levels, the portfolio yield for that month will be reduced to that extent.
Any such reduction would increase the likelihood of a Pay Out Event
resulting from insufficient portfolio yield.
The Receivables
The assets of the master trust include receivables generated
through accounts designated as master trust accounts, all of which are
owned by Chase USA. The master trust assets include:
o all monies due or to become due in payment of these
receivables;
o all proceeds of these receivables;
o all proceeds of any credit insurance policies relating
to these receivables;
o any Interchange and Recoveries allocable to the master
trust because of these receivables;
o all monies on deposit in specified master trust bank
accounts or investments made with these monies, including
any earned investment proceeds if the supplement so
indicates;
o proceeds of any credit enhancement, as described in the
related supplement; and
o proceeds of any derivative contracts between the master
trust and a counterparty, as described in the related
supplement.
Receivables in the master trust consist of:
o principal receivables, which are amounts charged by master
trust account cardholders for goods and services, cash
advances and consolidation or transfer of balances from
other credit cards; and
o finance charge receivables, which are periodic finance
charges and other amounts charged to master trust accounts,
including cash advance fees, late fees, and annual
membership fees.
The master trust considers collections of Interchange and Recoveries as
collections of finance charge receivables. If Chase USA exercises the
Discount Option, an amount of monthly collections of principal receivables
will be considered finance charge collections. See "Description of the
Securities --Description of the Certificates--Discount Option" for a
description of the manner of and the conditions to exercise of the Discount
Option.
Receivables conveyed to the master trust arise in accounts selected
from the Bank Portfolio and designated as master trust accounts. Initially,
a group of accounts were selected on the Cut-Off Date and designated as
master trust accounts; since then additional accounts have been designated
for inclusion in the master trust. Accounts initially designated as master
trust accounts, new accounts so designated and any future accounts
designated for inclusion in the master trust must meet eligibility criteria
set forth in the Pooling and Servicing Agreement. Receivables conveyed to
the master trust must also meet eligibility criteria set forth in the
Pooling and Servicing Agreement. If receivables conveyed to the master
trust are found to have been ineligible when created or designated for
inclusion, Chase USA must accept retransfer of these receivables and either
replace them with eligible receivables or pay the value of the
retransferred receivables to the master trust.
Chase USA has agreed to maintain a Minimum Transferor Interest in
the Master Trust Portfolio, based on the total outstanding amount of
principal receivables in the Master Trust Portfolio plus the total amount
on deposit in the Excess Funding Account. Chase USA has also agreed to
maintain a Minimum Aggregate Principal Receivables amount. If the average
daily Transferor Interest for any 30 consecutive days is below the Minimum
Transferor Interest, or the amount of principal receivables in the master
trust falls below the amount of Minimum Aggregate Principal Receivables,
Chase USA is required by the terms of the Pooling and Servicing Agreement
to designate accounts for addition to the master trust so that the amount
of receivables in these accounts, when added to then-existing receivables
in the master trust, equals or exceeds these minimum levels. See
"Description of the Securities --Description of the Certificates--Addition
of Master Trust Assets" for more information on adding accounts to the
master trust.
The Pooling and Servicing Agreement also gives Chase USA the right
to remove accounts from the designated list of master trust accounts. If
Chase USA does so, the master trust will reconvey all receivables in these
removed accounts, whether existing or to be created, to Chase USA. See
"Description of the Securities --Description of the Certificates--Removal
of Master Trust Assets" for more information on removing accounts from the
master trust.
When the master trust issues a new series of securities, Chase USA
will represent and warrant to the master trust that, as of the Closing Date
for the new series, the accounts designated as master trust accounts meet
the eligibility criteria set forth in the Pooling and Servicing Agreement.
See "Description of the Securities --Description of the Certificates--Chase
USA's Representations and Warranties" for more information on eligibility
criteria for accounts and receivables.
Use of Proceeds
The net proceeds from the sale of each series of certificates will
generally be paid to Chase USA and used for general corporate purposes. If
the master trust is issuing a Series Certificate, it will be deposited in
an owner trust in exchange for a series of notes. The net proceeds from the
sale of this series of notes will generally be paid to Chase USA and used
for general corporate purposes.
The attached supplement may state that some of these net proceeds
will be paid to other parties and/or used for other purposes, such as
funding a reserve account.
Maturity Considerations
Series of Certificates
Following the Revolving Period, each series of certificates is
expected to begin to accumulate principal or begin to distribute principal
to certificateholders. The attached supplement describes the conditions
under which an accumulation or amortization period will begin for your
class of certificates.
Principal will accumulate in a funding account if your series
features controlled accumulation or rapid accumulation and one of these
principal accumulation periods begins. As described in the attached
supplement, during controlled accumulation on each Distribution Date an
amount of principal, up to the amount specified, will be set aside in the
funding account. If a Pay Out Event occurs and your series features rapid
accumulation, the full amount of principal available to your series will be
deposited in a funding account, up to the amount specified in the
related supplement. This accumulated principal will be paid to you on the
expected payment date or dates for your class of certificates, or earlier
if an amortization period begins before your first expected principal
payment date. Note that although your series may feature an accumulation
period, your class of certificates may not make use of it.
Principal will be paid to you in increments - up to the amount
specified in the attached supplement - if your class of certificates
features controlled amortization and this period begins. Your class of
certificates might also begin to pay principal to you if the attached
supplement specifies that your class will begin rapid amortization. Rapid
amortization will begin, for all classes of your series, when a Pay Out
Event occurs. During any amortization period, principal will be paid to you
only on a Distribution Date.
If the series described in the attached supplement features
multiple classes, different classes of your series may have differing
priorities for the accumulation or payment of principal. This means that
certificateholders of other classes could begin to receive payments of
principal before you do.
We can give you no assurance that principal will be available when
expected, either to accumulate or to pay to you. The scheduled payment date
or dates for your class of certificates is based upon assumptions about
payment rates on the master trust's credit card receivables, as detailed in
the attached supplement. Chase USA can give no assurance that these payment
rate assumptions will be correct. Payment rates depend on collections of
receivables; collections can vary seasonally and are also affected by
general economic conditions and the payment habits of individual
cardholders. The attached supplement will provide historical payment rates,
total charge-offs and other information relating to the master trust's
receivables. We cannot assure you that future payment rates, charge-offs or
other factors will be consistent with this historical data. The expected
life of your certificates might be longer than expected if principal is
collected more slowly. The attached supplement may detail that if the
principal payment rate falls below a specified level, a Pay Out Event will
occur. The occurrence of any Pay Out Event may substantially shorten the
average life of your certificates.
The attached supplement will state if your series is a Companion
Series to any other outstanding series of certificates. If rapid
accumulation begins with respect to, or a Pay Out Event occurs to, a series
with a Companion Series, the Companion Series may experience
delayed payments of principal.
See the table on page 37 for a more complete description of possible
accumulation and amortization periods. See "Maturity Considerations" in the
attached supplement for specific information about how your series will
accumulate and/or pay principal, as well as historical payment rate
information for the master trust.
Series of Notes
Each series of notes from an owner trust will be secured by the
owner trust's pledge of a Series Certificate. The considerations described
above for payment of certificates will apply to payment of notes. If a Pay
Out Event occurs with respect to a Series Certificate, principal may be
paid earlier than scheduled on the related notes. These notes may also be
repaid earlier than scheduled when an Event of Default occurs. See
"Description of the Securities--Description of the Notes--The
Indentures--Events of Default: Rights Upon Event of Default."
Chase USA
Chase USA, a wholly-owned subsidiary of CMC, was formed
in 1982 and is headquartered in Wilmington, Delaware. Chase USA is
currently chartered as a national bank and as such is regulated primarily
by the United States Comptroller of the Currency. Chase USA's activities
are predominantly related to credit card lending and other forms of
consumer lending.
The principal executive office of Chase USA is located at 802
Delaware Avenue, Wilmington, Delaware 19801, telephone number (302)
575-5000.
CMC is a bank holding company, the principal subsidiary
of which is The Chase Manhattan Bank, a New York State bank.
Description of the Securities
The securities are in the form of the master trust certificates and
the notes from each owner trust offered through this prospectus and the
attached supplement and will be issued in "series" consisting of one or
more "classes."
o Certificates. Each series of certificates will represent an
interest in the master trust distinct from the Transferor
Certificate and any other series of certificates issued by
the master trust. Each series of certificates will be issued
through the Pooling and Servicing Agreement and a Series
Supplement to the Pooling and Servicing Agreement. If you
are purchasing certificates, the attached supplement
describes any series-specific provisions supplementing the
information in this prospectus.
o Notes. Each series of notes will be an obligation of a
specified owner trust, the primary asset of which will be a
Series Certificate issued by the master trust. Each series
of notes from an owner trust will be issued through an
Indenture, entered into by the Owner Trustee and the
Indenture Trustee. If you are purchasing notes, the attached
supplement describes any provisions of the notes
supplementing the information in this prospectus.
Following is a summary of provisions of the securities - either
certificates or notes - which you are purchasing. This summary describes
the material provisions common to each series of securities; the attached
supplement will give you additional information specific to the securities
which you are purchasing. This summary is qualified in its entirety by
reference to the provisions of the Pooling and Servicing Agreement, the
Series Supplement and - if you are purchasing notes - the related
indenture, deposit and administration agreement and trust agreement.
Each series of securities may consist of one or more classes, one
or more of which may be senior to other classes. Each class of a series
will evidence the right to receive a specified portion of principal and
finance charge collections on receivables in the Master Trust Portfolio.
Each class of a series may differ from other classes in some aspects,
including:
o maturity date;
o interest rate; and
o availability and amount of credit enhancement.
Payments will be made to securityholders in whose names the securities were
registered on the Record Dates specified in the related supplement.
Generally, securities offered through this prospectus and the
attached supplement:
o will be represented by certificates or notes registered in
the name of a DTC nominee;
o will be available for purchase in minimum denominations and
integral multiples of $1,000; and
o will be available for purchase in book-entry form only.
We call the securities in book-entry form, in which you will hold a
beneficial interest as described below under "-Book Entry Registration,"
"global securities." The attached supplement will specify if your
securities have different characteristics from those listed above.
The attached supplement may state that application will be made to
list your series or class of securities on the Luxembourg Stock Exchange or
another exchange.
Form of Your Securities
Following is a description of the form your securities, whether
certificates or notes, will take. We also describe how your securities will
be transferred and how payments will be made to you.
The information in this section concerning DTC and DTC's book-entry
system has been provided by DTC. Chase USA has not independently verified
the accuracy of this information.
DTC has informed Chase USA that its nominee will be Cede.
Accordingly, Cede is expected to be the holder of record of each series of
securities. This means that you, as an owner of securities, will generally
not be entitled to a Definitive Security representing your interest in the
issued securities: you will own securities through a book-entry record
maintained by DTC. References in this document to distributions, reports,
notices and statements will be made to DTC or Cede, as registered holder of
the securities, for distribution to you in accordance with DTC procedures.
All references in this document to actions by securityholders shall refer
to actions taken by DTC upon instructions from DTC Participants.
You may hold your securities through DTC in the U.S., Cedelbank or
Euroclear in Europe or in any other manner described in the attached
supplement. You may hold your securities directly with one of these systems
if you are a participant in the system, or indirectly through organizations
which are participants.
DTC
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and
a "clearing agency" registered under the Securities Exchange Act of 1934.
DTC holds securities that its participating organizations deposit with DTC.
DTC also facilitates the clearance and settlement among DTC Participants of
securities transactions, such as transfers and pledges, in deposited
securities through electronic book-entry changes in DTC Participants'
accounts, eliminating the need for physical movement of securities
certificates. DTC Participants include securities brokers and dealers,
banks, trust companies and clearing corporations and may include other
organizations. DTC is owned by a number of its DTC Participants and the New
York Stock Exchange, Inc., the American Stock Exchange, Inc. and the
National Association of Securities Dealers, Inc. Indirect access to the DTC
system is also available to others such as securities brokers and dealers,
banks, and trust companies that clear through or maintain a custodial
relationship with a DTC Participant, either directly or indirectly. The
rules applicable to DTC and its DTC Participants are on file with the SEC.
DTC management is aware that some computer applications and systems
used for processing data were written using two digits rather than four to
define the applicable year, and therefore may not recognize a date using
"00" as the year 2000. This could result in the inability of these systems
to properly process transactions with dates in the year 2000 and
thereafter. DTC has developed and is implementing a program to address this
problem so that its applications and systems as the same relate to the
timely payment of distributions (including principal and interest payments)
to securityholders, book-entry deliveries and settlement of trades within
DTC continue to function properly. This program includes a technical
assessment and a remediation plan, each of which is complete. Additionally,
DTC plans to implement a testing phase of this program which is expected to
be completed within appropriate time frames.
In addition, DTC is contacting and will continue to contact
third-party vendors that provide services to DTC to determine the extent of
their Year 2000 compliance, and DTC will develop contingency plans as it
deems appropriate to address failures in Year 2000 compliance on the part
of third-party vendors. However, there can be no assurance that the systems
of third-party vendors will be timely converted and will not adversely
affect the proper functioning of DTC's services.
The information set forth in this section concerning DTC has been
provided by DTC for informational purposes only and is not intended to
serve as a representation, warranty or contract modification of any kind.
Chase USA makes no representations as to the accuracy or completeness of
such information.
Cedelbank
Cedelbank is incorporated under the laws of Luxembourg as a
professional depository. Cedelbank holds securities for Cedelbank Customers
and facilitates the clearance and settlement of securities transactions
between Cedelbank Customers through electronic book-entry changes in
accounts of Cedelbank Customers, thereby eliminating the need for physical
movement of certificates. Transactions may be settled in Cedelbank in any
of 36 currencies, including U.S. dollars. Cedelbank provides to its
Cedelbank Customers, among other things, services for safekeeping,
administration, clearance and settlement of internationally traded
securities and securities lending and borrowing. Cedelbank deals with
domestic securities markets in over 30 countries through established
depository and custodial relationships. Cedelbank has established an
electronic bridge with Morgan Guaranty Trust as Euroclear Operator in
Brussels to facilitate settlement of trades between Cedelbank and
Euroclear. Cedelbank currently accepts over 110,000 securities issues on
its books. As a professional depository, Cedelbank is subject to regulation
by the Luxembourg Commission for the Supervision of the Financial Sector,
which supervises Luxembourg banks. Cedelbank Customers are recognized
financial institutions around the world, including underwriters, securities
brokers and dealers, banks, trust companies, clearing corporations and
other organizations and may include the underwriters of any series of
securities issued through this document. Cedelbank Customers in the U.S.
are limited to securities brokers, dealers and banks. Currently, Cedelbank
has approximately 2,000 customers located in over 80 countries, including
all major European countries, Canada and the United States. Indirect access
to Cedelbank is also available to others, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship
with a Cedelbank Customer, either directly or indirectly.
Euroclear
The Euroclear System was created in 1968 to hold securities of
Euroclear Participants and to clear and settle transactions between
Euroclear Participants through simultaneous electronic book-entry delivery
against payment, thereby eliminating the need for physical movement of
certificates and any risk from lack of simultaneous transfers of securities
and cash. Transactions may now be settled in any of 34 currencies,
including U.S. dollars. The Euroclear System includes various other
services, including securities lending and borrowing and interfaces with
domestic markets in several countries generally similar to the arrangements
for cross-market transfers with DTC described below. The Euroclear System
is operated by Morgan Guaranty Trust Company of New York's Brussels,
Belgium office, acting as Euroclear Operator, under contract with the
Cooperative. All operations are conducted by the Euroclear Operator, and
all Euroclear securities clearance accounts and Euroclear cash accounts are
accounts with the Euroclear Operator, not the Cooperative. The Cooperative
establishes policy for the Euroclear System on behalf of Euroclear
Participants. Euroclear Participants include banks (including central
banks), securities brokers and dealers and other professional financial
intermediaries and may include the underwriters of the series of securities
offered through this document. Indirect access to the Euroclear System is
also available to other firms that clear through or maintain a custodial
relationship with a Euroclear Participant, either directly or indirectly.
The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such,
it is regulated and examined by the Board of Governors of the Federal
Reserve System and the New York State Banking Department, as well as the
Belgian Banking Commission.
Securities clearance accounts and cash accounts with the Euroclear
Operator are governed by the Terms and Conditions Governing Use of
Euroclear and the related Operating Procedures of the Euroclear System and
applicable Belgian law. These terms and conditions govern transfers of
securities and cash within the Euroclear System, withdrawal of securities
and cash from the Euroclear System, and receipts of payments with respect
to securities in the Euroclear System. All securities in the Euroclear
System are held on a fungible basis without attribution of specific
certificates to specific securities clearance accounts. The Euroclear
Operator acts under these terms and conditions only on behalf of Euroclear
Participants and has no record of or relationship with persons holding
through Euroclear Participants.
Book-Entry Registration
Cede, as DTC's nominee, will hold the global securities. Cedelbank
and Euroclear will hold omnibus positions on behalf of Cedelbank Customers
and Euroclear Participants, respectively, through customers' securities
accounts in Cedelbank's and Euroclear's names on the books of their
respective depositaries. These depositaries will in turn hold these
positions in customers' securities accounts in the depositaries' names on
DTC's books.
Transfers between DTC Participants will occur in accordance with
DTC rules. Transfers between Cedelbank Customers and Euroclear Participants
will occur in the ordinary way in accordance with their applicable rules
and operating procedures. Cross-market transfers between persons holding
securities directly or indirectly through DTC, on the one hand, and
directly or indirectly through Cedelbank Customers or Euroclear
Participants, on the other, will be effected in DTC in accordance with DTC
rules on behalf of the relevant European international clearing system by
its depositary. However, these cross-market transactions will require
delivery of instructions to the relevant European international clearing
system by the counterparty in the system in accordance with its rules and
procedures, and within its established European time deadlines. The
relevant European international clearing system will, if the transaction
meets its settlement requirements, deliver instructions to its depositary
to take action to effect final settlement on its behalf by delivering or
receiving securities in DTC, and making or receiving payment in accordance
with normal procedures for same-day funds settlement applicable to DTC.
Cedelbank Customers and Euroclear Participants may not deliver instructions
directly to the depositaries.
Because of time-zone differences, credits of securities in
Cedelbank or Euroclear as a result of a transaction with a DTC Participant
will be made during the subsequent securities settlement processing, dated
the business day following the DTC settlement date, and such credits or any
transactions in such securities settled during such processing will be
reported to the relevant Cedelbank Customers or Euroclear Participants on
such day. Cash received in Cedelbank or Euroclear as a result of sales of
securities by or through a Cedelbank Customer or a Euroclear Participant
will be received with value on the DTC settlement date but will be
available in the relevant Cedelbank or Euroclear cash account only as of
the business day following settlement in DTC.
Your purchases of securities under the DTC system must be made by
or through DTC Participants, which will receive a credit for the securities
on DTC's records. Your ownership interest is in turn recorded on the DTC
Participants' and indirect participants' records. You will not receive
written confirmation from DTC of their purchase, but you can expect to
receive written confirmation providing details of the transaction, as well
as periodic statements of your holdings, from the DTC Participant or
indirect participant through which you entered into the transaction.
Transfers of ownership interests in the securities are accomplished by
entries made on the books of DTC Participants acting on behalf of you and
other securityholders. You will not receive securities representing your
ownership interest in the securities offered through this document, except
in the event that use of the book-entry system for these securities is
discontinued.
To facilitate subsequent transfers, all securities deposited by DTC
Participants with DTC are registered in the name of DTC's nominee, Cede.
The deposit of securities with DTC and their registration in the name of
Cede effects no change in beneficial ownership. DTC has no knowledge of the
actual owners of the securities; DTC's records reflect only the identity of
the DTC Participants to whose accounts the securities are credited, which
may or may not be the actual securities owners. DTC Participants remain
responsible for keeping account of their holdings on behalf of their
customers.
Conveyance of notices and other communications by DTC to DTC
Participants, by DTC Participants to indirect participants, and by DTC
Participants and indirect participants to securityholders will be governed
by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Neither DTC nor Cede will consent or vote with respect to these
securities. Under its usual procedures, DTC mails an omnibus proxy to Chase
USA as soon as possible after the record date, which assigns Cede's
consenting or voting rights to those DTC Participants to whose accounts
these securities are credited on the relevant record date.
Principal and interest payments on these securities will be made to
DTC. DTC's practice is to credit DTC Participants' accounts on the
applicable Distribution Date in accordance with their respective holdings
shown on DTC's records unless DTC has reason to believe that it will not
receive payment on such Distribution Date. Payments by DTC Participants to
securityholders will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name" and will be the
responsibility of such DTC Participant and not of DTC, the Master Trust
Trustee, the Indenture Trustee, the Owner Trustee or Chase USA, subject to
any statutory or regulatory requirements as may be in effect from time to
time. Payment of principal and interest to DTC is the responsibility of the
Master Trust Trustee, disbursement of these payments to DTC Participants
shall be the responsibility of DTC, and disbursement of such payments to
securityholders shall be the responsibility of DTC Participants and
indirect participants.
DTC may discontinue providing its services as securities depository
for these securities at any time by giving reasonable notice to Chase USA,
the Master Trust Trustee or the Indenture Trustee. If this occurs, in the
event that a successor securities depository is not obtained, Definitive
Securities will be printed and delivered. Chase USA may decide to
discontinue use of the system of book-entry transfers through DTC or a
successor securities depository. In that event, Definitive Securities will
be delivered to each securityholder. See "--Definitive Securities" for a
description of the circumstances under which Definitive Securities will be
issued.
Distributions on securities held through Cedelbank or Euroclear
will be credited to the cash accounts of Cedelbank Customers or Euroclear
Participants in accordance with the relevant system's rules and procedures,
to the extent received by its depositary. Such distributions will be
subject to tax reporting in accordance with relevant U.S. tax laws and
regulations as described under "-Certain U.S. Federal Income Tax
Documentation Procedures relating to Global Securities" and "Tax Matters."
Cedelbank or the Euroclear Operator, as the case may be, will take any
other action permitted to be taken by a securityholder under the Pooling
and Servicing Agreement or Indenture on behalf of a Cedelbank Customer or
Euroclear Participant only in accordance with its relevant rules and
procedures and subject to its depositary's ability to effect such actions
on its behalf through DTC.
Although DTC, Cedelbank and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of securities among their
participants, they are under no obligation to perform or continue to
perform these procedures and these procedures may be discontinued at any
time.
Definitive Securities
Although the attached supplement may indicate that this series of
securities, or one or more classes of this series, may be issued in a
different form, it is expected that securities offered through this
document will be issued in book-entry form. If these securities are
initially issued in book-entry form, Definitive Securities in fully
registered, certificated form will not be issued to any party other than
DTC or its nominee unless:
o Chase USA advises the Master Trust Trustee, in the case of
certificates, or the Owner Trustee for this series, in the
case of notes, in writing that DTC is no longer willing or
able to discharge properly its responsibilities as
depository with respect to this series of securities, and
the Master Trust Trustee or the Owner Trustee, as
applicable, or Chase USA is unable to locate a qualified
successor;
o Chase USA, at its option, advises the Master Trust Trustee,
in the case of certificates, or the Owner Trustee for this
series, in the case of notes, in writing that it elects to
terminate the book-entry system through DTC; or
o after the occurrence of a Servicer Default, in the case of
certificates, or an Event of Default, in the case of notes,
securityholders representing not less than 50% - or such
other percentage specified in the related supplement - of
the outstanding principal amount of the certificates or the
notes, as applicable, advise the Master Trust Trustee or the
Owner Trustee, as applicable, and DTC through DTC
Participants in writing that the continuation of a
book-entry system through DTC or its successor is no longer
in the best interests of the securityholders.
If any of these events occur, DTC must notify all DTC Participants
of the availability through DTC of Definitive Securities. Upon surrender by
DTC of the definitive security representing these securities and
instructions for re-registration, the Master Trust Trustee will issue the
securities as Definitive Securities, and thereafter the Master Trust
Trustee, in the case of certificates, or the Owner Trustee, in the case of
notes, will recognize the holders of these Definitive Securities as holders
under the Pooling and Servicing Agreement, in the case of certificates, or
the Indenture, in the case of notes.
Allocations of finance charge and principal collections to
certificates which are Definitive Securities will be made by the Master
Trust Trustee. Distributions of these amounts on notes which are Definitive
Securities will be made, after these amounts are received through
the Series Certificate deposited in the owner trust, by the Indenture
Trustee. In both cases, payments will be made directly to holders of
Definitive Securities in accordance with the procedures set forth in this
prospectus, in the Pooling and Servicing Agreement and any related
indenture. Payments on each Distribution Date will be made to holders in
whose names the Definitive Securities were registered at the close of
business on the related Record Date. If you own Definitive Securities in an
amount greater than a minimum level stated in the Pooling and Servicing
Agreement or Indenture, as applicable, payments of principal and interest
will be sent to you via wire transfer. If you own less than this minimum
level of Definitive Securities, payments will be made by check and mailed
to you at an address maintained by the Master Trust Trustee or Owner
Trustee, as applicable.
The final payment on any security, whether a Definitive Security or
the securities registered in the name of DTC or its nominee, will be made
only upon presentation and surrender of the security at the office or
agency specified in the notice of final distribution to securityholders.
The Master Trust Trustee or the Indenture Trustee, as applicable, will
provide this notice to registered securityholders no later than the fifth
day of the month in which the final distribution will occur. If the
securities are listed on the Luxembourg Stock Exchange, payments of
principal and interest, including the final payment on any security, will
also be made at the offices of Banque Generale du Luxembourg, S.A.
Definitive Securities will be transferable and exchangeable at the
offices of any of the transfer agents and registrars, which shall initially
be CMB and the Master Trust Trustee or Indenture Trustee, as applicable. No
service charge will be imposed for any registration of transfer or
exchange, but the transfer agent and registrar may require payment of a sum
sufficient to cover any tax or other governmental charge imposed in
connection with the transfer or exchange. The transfer agent and registrar
shall not be required to register the transfer or exchange of Definitive
Securities for a period of fifteen days preceding the due date for any
payment on the Definitive Securities.
Initial Settlement
All securities will be held in book-entry form by DTC in the name
of Cede as nominee of DTC. Investors' interests in the securities will be
represented through financial institutions acting on their behalf as direct
and indirect participants in DTC. As a result, Cedelbank and Euroclear will
hold positions on behalf of their participants through their respective
depositaries, which will hold positions in accounts as DTC Participants.
Custody accounts of investors who elect to hold securities through
DTC will be credited with their holdings against payment in same-day funds
on the settlement date.
Investors who elect to hold securities through Cedelbank or
Euroclear accounts will follow the settlement procedures that apply to
conventional eurobonds, except that there will be no temporary global
security and no "lock-up" or restricted period. Securities will be credited
to the securities custody accounts on the settlement date against payment
in same-day funds.
Secondary Market Trading
Since the purchaser determines the place of delivery, it is
important to establish at the time of the trade where both the purchaser's
and seller's accounts are located to ensure that settlement can be made on
the desired value date.
Trading between DTC Participants. Secondary market trading between
investors holding securities through DTC will be conducted according to the
rules and procedures applicable to U.S. corporate debt obligations.
Secondary market trading between DTC Participants will be settled in
same-day funds.
Trading between Cedelbank Customers and/or Euroclear Participants.
Secondary market trading between investors holding securities through
Cedelbank and Euroclear will be conducted in the ordinary way in accordance
with their normal rules and operating procedures and in accordance with
conventional eurobond practice (i.e., seven calendar day settlement).
Secondary market trading between Cedelbank Customers or Euroclear
Participants will be settled using the procedures applicable to
conventional eurobonds in same-day funds.
Trading between DTC seller and Cedelbank or Euroclear purchaser.
When securities are to be transferred from the account of a DTC Participant
to the account of a Cedelbank Customer or a Euroclear Participant, the
purchaser will send instructions to Cedelbank or Euroclear through a
Cedelbank Customer or Euroclear Participant at least one business day prior
to settlement. Cedelbank or Euroclear will instruct the respective
depositary, as the case may be, to receive the securities against payment.
Payment will include interest accrued on the securities from and including
the last coupon payment date to and excluding the settlement date. Payment
will then be made by the respective depositary to the DTC Participant's
account against delivery of the securities. After settlement has been
completed, the securities will be credited to the respective clearing
system and by the clearing system, in accordance with its usual procedures,
to the Cedelbank Customer's or Euroclear Participant's account. The
securities credit will appear the next day, European time, and the cash
debit will be back-valued to, and the interest on the securities will
accrue from, the value date which would be the preceding day when
settlement occurred in New York. If settlement is not completed on the
intended value date; i.e., the trade fails, the Cedelbank or Euroclear cash
debit will be valued instead as of the actual settlement date.
Cedelbank Customers and Euroclear Participants will need to make
available to the respective clearing systems the funds necessary to process
same-day funds settlement. The most direct means of doing so is to
pre-position funds for settlement, either from cash on hand or existing
lines of credit, as they would for any settlement occurring within
Cedelbank or Euroclear. Under this approach, they may take on credit
exposure to Cedelbank or Euroclear until the securities are credited to
their accounts one day later.
As an alternative, if Cedelbank or Euroclear has extended a line of
credit to them, Cedelbank Customers or Euroclear Participants can elect not
to pre-position funds and allow that credit line to be drawn upon the
finance settlement. Under this procedure, Cedelbank Customers or Euroclear
Participants purchasing securities would incur overdraft charges for one
day, assuming they cleared the overdraft when the securities were credited
to their accounts. However, interest on the securities would accrue from
the value date. Therefore, in many cases the investment income on the
securities earned during that one-day period may substantially reduce or
offset the amount of such overdraft charges, although this result will
depend on each Cedelbank Customer's or Euroclear Participant's particular
cost of funds.
Since the settlement is taking place during New York business
hours, DTC Participants can use their usual procedures for sending
securities to the respective depositary for the benefit of Cedelbank
Customers or Euroclear Participants. The sale proceeds will be available to
the DTC seller on the settlement date. In this way, to the DTC Participant
a cross-market transaction will settle no differently than a trade between
two DTC Participants.
Trading between Cedelbank or Euroclear seller and DTC purchaser.
Due to time zone differences in their favor, Cedelbank Customers and
Euroclear Participants may employ their customary procedures for
transactions in which securities are to be transferred by the respective
clearing system, through the respective depositary, to a DTC Participant.
The seller will send instructions to Cedelbank or Euroclear through a
Cedelbank Customer or Euroclear Participant at least one business day prior
to settlement. In these cases, Cedelbank or Euroclear will instruct the
respective depositary, as appropriate, to deliver the bonds to the DTC
Participant's account against payment. Payment will include interest
accrued on the securities from and including the last coupon payment date
to and excluding the settlement date. The payment will then be reflected in
the account of the Cedelbank Customer or Euroclear Participant the
following day, and receipt of the cash proceeds in the Cedelbank Customer's
or Euroclear Participant's account would be back-valued to the value date
which would be the preceding day, when settlement occurred in New York.
Should the Cedelbank Customer or Euroclear Participant have a line of
credit with its respective clearing system and elect to be in debit in
anticipation of receipt of the sale proceeds in its account, the
back-valuation will extinguish any overdraft charges incurred over that
one-day period. If settlement is not completed on the intended value date,
i.e., the trade fails, receipt of the cash proceeds in the Cedelbank
Customer's or Euroclear Participant's account would instead be valued as of
the actual settlement date. Finally, day traders that use Cedelbank or
Euroclear and that purchase securities from DTC Participants for delivery
to Cedelbank Customers or Euroclear Participants should note that these
trades would automatically fail on the sale side unless affirmative action
were taken. At least three techniques should be readily available to
eliminate this potential problem:
(1) borrowing through Cedelbank or Euroclear for one day --
until the purchase side of the day trade is reflected in their
Cedelbank or Euroclear accounts -- in accordance with the clearing
system's customary procedure;
(2) borrowing the securities in the U.S. from a DTC Participant
no later than one day prior to settlement which would give the
securities sufficient time to be reflected in their Cedelbank or
Euroclear account in order to settle the sale side of the trade; or
(3) staggering the value dates for the buy and sell sides of
the trade so that the value date for the purchase from the DTC
Participant is at least one day prior to the value date for the
sale to the Cedelbank Customer or Euroclear Participant.
Certain U.S. Federal Income Tax Documentation Procedures
relating to Global Securities
A beneficial owner of global securities holding securities through
Cedelbank or Euroclear (or through DTC if the holder has an address outside
the U.S.) will be subject to the 30% U.S. withholding tax that generally
applies to payments of interest -- including original issue discount -- on
registered debt issued by U.S. Persons, unless:
o each clearing system, bank or other financial institution
that holds customers' securities in the ordinary course of
its trade or business in the chain of intermediaries between
such beneficial owner and the U.S. entity required to
withhold tax complies with applicable certification
requirements, and
o such beneficial owner takes one of the following steps to
obtain an exemption or reduced tax rate.
Exemption for non-U.S. Persons (Form W-8). Beneficial owners of
securities that are non-U.S. Persons can obtain a complete exemption from
the withholding tax by filing a signed Form W-8 (Certificate of Foreign
Status). If the information shown on Form W-8 changes, a new Form W-8 must
be filed within 30 days of such change.
Exemption for non-U.S. Persons with effectively connected income
(Form 4224). A non-U.S. Person, including a non-U.S. corporation or bank
with a U.S. branch, for which the interest income is effectively connected
with its conduct of a trade or business in the United States, can obtain an
exemption from the withholding tax by filing Form 4224 (Exemption from
Withholding of Tax on Income Effectively Connected with the Conduct of a
Trade or Business in the United States).
Exemption or reduced rate for non-U.S. Persons resident in treaty
countries (Form 1001). Non-U.S. Persons that are securities owners residing
in a country that has a tax treaty with the United States can obtain an
exemption or reduced tax rate (depending on the treaty terms) by filing
Form 1001 (Ownership, Exemption or Reduced Rate Certificate). If the treaty
provides only for a reduced rate, withholding tax will be imposed at that
rate unless the filer alternatively files Form W-8. Form 1001 may be filed
by the securities owner or his or her agent.
Exemption for U.S. Persons (Form W-9). U.S. Persons can obtain a
complete exemption from the withholding tax by filing Form W-9 (Payer's
Request for Taxpayer Identification Number and Certification).
U.S. Federal Income Tax Reporting Procedure. The certificate owner
of a global security or, in the case of a Form 1001 or a Form 4224 filer,
his agent, files by submitting the appropriate form to the person through
whom it holds (the clearing agency, in the case of persons holding directly
on the books of the clearing agency). Form W-8 and Form 1001 are effective
for three calendar years and Form 4224 is effective for one calendar year.
The term "U.S. Person" means:
o a citizen or resident of the United States,
o a corporation or partnership created or organized in the
United States or under the laws of the United States or of
any state,
o an estate the income of which is subject to United States
federal income taxation regardless of its source, or
o a trust the income of which is subject to United States
federal income taxation regardless of its source; provided,
however, that for tax years beginning after December 31,
1996 -- and, if a trustee so elects, for tax years ending
after August 20, 1996 --, a "U.S. Person" shall include any
trust:
- which is subject to the supervision of a court within
the United States and the control of a United States
person as described in section 7701(a)(30) of the
tax code, or
- that has a valid election in effect under applicable
U.S. treasury regulations to be treated as a United
States person.
This summary does not deal with all aspects of U.S. federal income
tax withholding that may be relevant to foreign holders of the global
securities. Investors are advised to consult their own tax advisors for
specific tax advice concerning their holding and disposing of the global
securities.
Description of the Certificates
Following is a summary of the material provisions common to all
series of certificates issued through the Pooling and Servicing Agreement,
including generally-distributed certificates and any Series Certificates
purchased by owner trusts and pledged to secure series
of notes.
Where the term "certificateholder" is used in the following
summary, it refers also to any owner trust holding a Series Certificate
pledged to support notes.
The assets of the master trust are allocated among:
o certificateholders of each series;
o providers of uncertificated credit enhancement
backed by receivables; and
o the Transferor Certificate.
Each series issued by the master trust is backed by an amount of
principal receivables and amounts on deposit in various master trust bank
accounts. The attached supplement may describe that your series' Investor
Interest will be adjusted by the amount of funds deposited in a bank
account or accounts, or adjusted in other ways. These amounts can vary from
period to period, and on any date are equal to:
(initial Investor Interest on the series' Closing Date) -
(aggregate principal payments made to the series'
certificateholders) - (aggregate unreimbursed charge-offs and
reallocated principal collections for the series)
Any Collateral Interest in a series will also be included in that
series' Investor Interest; if your series includes a Collateral Interest, a
description will be included in the attached supplement. During each
series' Revolving Period, the amount of the series' Investor Interest is
expected to remain constant to the extent noted in the attached supplement.
The aggregate Investor Interest in the master trust is the sum of
the Investor Interests for all series issued from the master trust.
The certificates of each series represent undivided interests in
the assets of the master trust, including the right to each series'
Investor Percentage of all cardholder payments on receivables in the master
trust. Certificateholders of each series will therefore receive varying
amounts of collections of principal and finance charges each month, and
will also be allocated a varying portion of receivables in defaulted
accounts written off during each month. Principal collections, finance
charge collections and receivables in defaulted accounts may be allocated
to your series in different ways: the attached supplement will describe how
the various Investor Percentages are calculated. If your series includes
multiple classes of certificates, collections allocated to your series may
be further allocated among each class. See "--Investor Percentage and
Transferor Percentage" for descriptions of the allocation percentages.
As a certificateholder, your right to collections is limited to the
amounts needed to make required payments to you. Collections allocated to
your series or your class of certificates might be reallocated. The
attached supplement and the Pooling and Servicing Agreement set forth how
collections will be allocated to, or reallocated from, your certificates.
Each series of certificates may be included in a Group of series.
Series in a Group may share excess principal collections, finance charge
collections or both among themselves. The attached supplement will state if
your series is in a Group and, if it is, what other series in your Group
were outstanding on your series' Closing Date.
Each series of certificates represents interests in the master
trust only, and does not represent interests in or recourse obligations of
Chase USA, CMB or any of their affiliates. A certificate is not a deposit
and neither the certificates nor the underlying master trust accounts or
receivables are insured or guaranteed by the FDIC or any other governmental
agency.
Transferor Certificate
The total amount of principal receivables and amounts on deposit in
various master trust bank accounts minus the aggregate Investor Interest
and the interest of credit enhancement providers - if not included as part
of the Investor Interest - is the Transferor Interest. The Transferor
Interest is represented by the Transferor Certificate. The holder of the
Transferor Certificate is entitled to a varying percentage of cardholder
payments from master trust receivables, called the Transferor Percentage.
Chase USA currently owns, and expects to continue owning, the
Transferor Certificate. To the extent provided in the attached supplement
and the Pooling and Servicing Agreement, Chase USA may transfer the
Transferor Certificate in whole or in part to another party. See "--Issuing
New Series of Certificates."
The amount of principal receivables in the master trust will vary
daily as cardholder payments are received and new receivables are created.
The amount of the Transferor Interest will fluctuate from day to day as the
amount of master trust principal receivables varies. When a series begins
to amortize or accumulate, the Investor Interest of the series will decline
as principal payments are made - or accumulated for future payment - to
certificateholders. The Transferor Interest will increase to reflect this
decrease in the Investor Interest.
The Transferor Interest may be reduced through the issuance of a
new series as described below under "--Issuing New Series of Certificates."
The Transferor Interest may also be reduced, however, if:
o the servicer adjusts the amount of principal receivables in
the master trust for particular charge-offs from principal
receivables used to calculate the Transferor Interest; and
o the Transferor enters into a participation or other
agreement with another person who purchases an interest in
the Transferor Certificate.
See "--Chase USA's Representations and Warranties," "--Rebates and
Fraudulent Charges" and "--Application of Collections" for other
discussions on how the Transferor Interest may be reduced.
Issuing New Series of Certificates
The Pooling and Servicing Agreement provides that Chase USA, as
owner of the Transferor Certificate, may from time to time exchange the
current Transferor Certificate for a new Transferor Certificate and the
issuance of a new series of certificates. Each exchange of this form would
decrease the Transferor Interest and increase the Investor Interest. The
Transferor Certificate and an existing series of certificates may also be
exchanged for a new Transferor Certificate and a new series of
certificates.
Each new series may have a maturity date, principal payment method,
interest rate calculation method or other terms different from any other
outstanding series. Each new series may also have credit enhancement
available only to that series. Under the Pooling and Servicing Agreement,
the Master Trust Trustee holds credit enhancement only for the benefit of
the related series.
For Chase USA to exchange the Transferor Certificate for a new
series, Chase USA must:
o notify the Master Trust Trustee at least five business days
in advance of the exchange;
o receive written confirmation from each Rating Agency rating
an outstanding series of certificates that issuing the new
series of certificates will not cause a downgrade or
withdrawal of any outstanding rating of certificates and
notes.
o deliver to the Master Trust Trustee a Series Supplement
describing the principal terms of the series;
o receive a Tax Opinion that issuing the new series will not
have adverse tax consequences for any outstanding series;
o deliver to the Master Trust Trustee an executed credit
enhancement contract, if required under the terms of the new
series;
o deliver an officer's certificate stating that there are
enough receivables in the master trust to support all
existing series and the new one; and
o deliver to the Master Trust Trustee the existing Transferor
Certificate and, if they are also to be exchanged, the
certificates representing an existing series.
After satisfaction of these conditions and any other conditions set forth
in the Pooling and Servicing Agreement, the Master Trust Trustee will
cancel the existing Transferor Certificate and issue a new Transferor
Certificate and a new series of certificates.
The Pooling and Servicing Agreement also allows the Transferor, in
addition to the exchanges or new issuances described above, to transfer its
interest in all or a portion of the Transferor Certificate, provided that
before the transfer:
o the Master Trust Trustee receives written notification from
each Rating Agency that the transfer will not result in a
lowering of its then existing rating of the certificates of
any outstanding series rated by it and
o the Master Trust Trustee receives a Tax Opinion.
Interest Allocations
For each series of certificates and each related class, interest
will accrue from the date specified in the applicable supplement, on the
outstanding principal amount of the series or class at the applicable
certificate interest rate. Each certificate interest rate may be fixed,
floating or any other type of rate. Interest will be distributed to
certificateholders in the amounts and on the Distribution Dates specified
in the related supplement.
Interest payments made on each Distribution Date to a series will
be funded from:
o collections of finance charges allocated to the series'
Investor Interest during the preceding Monthly Period or
Monthly Periods;
o investment earnings, if any, on any funds held in master
trust bank accounts;
o any credit enhancement, to the extent described in the
related supplement; and
o any derivative counterparty, to the extent described in the
related supplement.
If interest payments will be made less frequently than monthly, an Interest
Funding Account may be established to accumulate the required interest
amount. If a series has more than one class of certificates, that series
may have more than one Interest Funding Account.
Your class of certificates will pay interest on the dates and at
the interest rate specified in the attached supplement. If your
certificates bear interest at a floating or variable rate, the attached
supplement will describe how that rate is calculated. For each Series
Certificate, the related supplement will describe how interest is
calculated.
Principal Allocations
Each series of certificates will be scheduled to receive principal
in a single payment, or in installments beginning on the Principal
Commencement Date for the series. If a series has more than one class of
certificates, a different Principal Commencement Date or scheduled
principal payment date may be assigned to each class. The related
supplement will set forth when each series and class of certificates is
expected to receive principal.
Generally, each series will begin in the Revolving Period, during
which no principal will be paid to any class of the series. Collections of
principal receivables allocated to a series in its Revolving Period will be
available, if specified in the related supplement, to other series in a
Group or paid to Chase USA as holder of the Transferor Certificate.
Each series or class of certificates will use one or more of the
following principal payment methods:
o principal amortization;
o controlled amortization;
o rapid amortization;
o controlled accumulation; and
o rapid accumulation.
One of the principal payment methods named above will commence at
the end of the Revolving Period and continue until:
o the Distribution Date on which the Investor Interest for
the class or series is repaid;
o the date on which another principal payment method begins; or
o the Series Termination Date.
Each method involving accumulation will make periodic deposits into
a Principal Funding Account. At the end of the accumulation period, the
amount in the Principal Funding Account will be paid to certificateholders
of the related class or series.
Each method involving amortization will make periodic payments of
principal allocated to the series or class to certificateholders. The
frequency of payments will be specified in the related supplement, but in
the event of rapid amortization payments will always be made monthly.
Descriptions of principal payment methods are found in Table I.
If your class of certificates is subordinated to more senior
classes, you will receive payments of principal only after the more senior
classes are fully repaid.
For a Series Certificate held by an owner trust, the Master Trust
Trustee will transfer principal payments on the Series Certificate to the
owner trust. The related supplement will set forth how these payments will
be made to noteholders.
You may begin to receive payments of principal earlier or later
than expected. See "Maturity Considerations" for a discussion of how this
might occur.
<TABLE>
<CAPTION>
Table I: Descriptions of Principal Payment Methods
Principal Controlled Rapid Controlled Rapid
Amortization Amortization Amortization Accumulation Accumulation
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Begins Principal Principal On first occurrence Adjustable date, On first occurrence
Commencement Date Commencement Date of a Pay Out Event set in related of a Rapid
for series or class for series or class supplement Accumulation Event
for series or class
After Revolving Period Revolving Period Any other period Revolving Period Revolving Period
Controlled Controlled amortization Controlled amorti- Controlled
amortization for for another class zation for another amortization for
another class Controlled accumulation Controlled accumu- another class
Controlled for another class lation class for Controlled
accumulation for Rapid accumulation for another class for accumulation for
another class another class Rapid accumulation another class
Rapid accumulation Rapid accumulation
for another class for another class
Cannot Begin Rapid amortization Rapid amortization N/A Rapid amortization Rapid amortization
After Rapid accumulation
Ends Upon first to occur Upon first to occur Upon first to occur of: Upon first to occur Upon first to occur
of: Repayment of of: Repayment of Repayment of series of: Repayment of of: Repayment of
series or class series or class Series Termination Date series or class series or class
Beginning of rapid Beginning of rapid Beginning of rapid Beginning of rapid
amortization amortization amortization amortization
Series Termination Series Termination Beginning of rapid Series Termination
Date Date accumulation Date
Series Termination
Date
Amount Paid Principal allocated to Controlled Amorti- Principal allocated to Controlled Deposit Principal allocated
class or series (no zation Amount class or series (no more Amount deposited to class or series
more than initial than initial Investor each period, then deposited each
Investor Interest) Interest) paid to period (no more
certificateholders than initial
when period ends Investor Interest),
then paid to
certificateholders
on scheduled
payment date
Applies to Specific class Specific class Entire series Specific class Specific class
Additional Controlled Amortization Pay Out Events as Controlled Deposit Rapid Accumulation
Information Amount as set forth in set forth in the Amount as set forth Events as set forth
related supplement related supplement in related in the related
supplement; subject supplement
to adjustment
</TABLE>
Transfer and Assignment of Receivables
The master trust has all right, title and interest in and to the
receivables in accounts designated as master trust accounts, as well as all
future receivables created in these accounts. Chase USA, as Transferor, has
indicated on its computer files which accounts are designated as master
trust accounts. When new accounts are designated for inclusion in the
master trust, Chase USA will provide a complete list of these additional
accounts to the Master Trust Trustee and Chase USA will file, on behalf of
the master trust, UCC financing statements meeting the requirements of
state law. Except as noted above, Chase USA will take no other steps to
identify receivables in master trust accounts.
Chase USA's Representations and Warranties
When the master trust issues a new series of certificates, Chase
USA, as Transferor, will make several representations and warranties to the
master trust, including the following:
o as of the Closing Date, Chase USA has the authority to
consummate the issuance; and
o as of the initial account selection date or the date each
account was added to the master trust, it was an Eligible
Account.
If a representation or warranty made by Chase USA on the Closing Date is
later found to be materially incorrect when made, and
o certificateholders of your series had been materially and
adversely affected for a period of at least 60 days,
o notice had been given to Chase USA and
o the condition persists beyond the date set forth in that
notice,
a Pay Out Event for your series can be declared by the Master Trust
Trustee, or by certificateholders representing at least 50% of your series'
outstanding Investor Interest. Declaring a Pay Out Event will automatically
begin rapid amortization of principal.
Chase USA will make other representations and warranties,
including:
o the Pooling and Servicing Agreement constitutes a legal,
valid and binding obligation enforceable against Chase USA;
and
o the master trust has all right, title and interest in the
receivables in the Master Trust Portfolio or has a first
priority perfected security interest in these receivables.
If either of these representations and warranties is ever breached, Chase
USA might be required to accept reassignment of the entire Master Trust
Portfolio. Certificateholders representing 50% or more of all of the master
trust's outstanding series' Investor Interest may vote to give Chase USA 60
or more days to cure the breach. If, at the end of this time, the breach has
not been cured, Chase USA:
o will be obligated to accept retransfer of the entire Master
Trust Portfolio, and
o will pay into the master trust's Principal Account on the
next Distribution Date a cash sum equal to the outstanding
Investor Interest and any accrued and unpaid interest due as
of that date.
This will constitute payment in full of the aggregate Investor Interest.
Reassignment of the Master Trust Portfolio to Chase USA is the only remedy
to any breach of these representations and warranties.
Chase USA makes representations and warranties in the Pooling and
Servicing Agreement concerning master trust accounts and the receivables in
the Master Trust Portfolio. Only Eligible Accounts can be designated as
master trust accounts. Chase USA can give you no assurance that Eligible
Accounts will remain eligible once added to the master trust.
Chase USA also represents that each receivable in the Master Trust
Portfolio is an Eligible Receivable when created. If a receivable is found
to be ineligible when created, and this receivable is charged-off as
uncollectible or the master trust's rights to the receivable are impaired,
Chase USA must accept reassignment of the principal amount of this
ineligible receivable. The Master Trust Trustee may allow Chase USA a
period of time to cure the ineligibility before requiring reassignment.
Chase USA will accept reassignment by directing CMB, as servicer, to deduct
the principal amount of the ineligible receivable from the Transferor
Interest. If this would make the Transferor Interest a negative number,
Chase USA will make a cash deposit in the master trust's Principal Account
in the amount by which the Transferor Interest would have been negative.
Any deduction or deposit is considered a repayment in full of the
ineligible receivable. Chase USA's obligation to accept reassignment of any
ineligible receivable is the only remedy to any breach of a representation
or warranty concerning eligibility of receivables.
The attached supplement may specify additional representations and
warranties made by Chase USA when your securities are issued. The Master
Trust Trustee is not required to make periodic examinations of receivables
in the Master Trust Portfolio or any records relating to them. However,
CMB, as servicer, will deliver to the Master Trust Trustee once each year
an opinion of counsel affirming, among other things, that no further action
is necessary to maintain the master trust's perfected security interest in
the receivables.
Addition of Master Trust Assets
Chase USA has the right to designate, from time to time, additional
accounts to be included as master trust accounts. As described above under
"The Receivables," Chase USA may also be obligated, from time to time, to
designate new accounts to be included as master trust accounts.
Each new account must be an Eligible Account at the time of its
designation. However, new accounts may not be of the same credit quality as
existing master trust accounts.
Chase USA is also permitted to add Participations to the master
trust from time to time. These Participations must be undivided interests
in a pool of assets primarily consisting of receivables arising under
consumer credit card accounts owned by Chase USA. To amend the Pooling and
Servicing Agreement so that a Participation may be added to the master
trust without certificateholder consent, the following must occur:
o Chase USA must deliver an officer's certificate to the
Master Trust Trustee stating that, in Chase USA's reasonable
belief, adding the Participation will not have a material
adverse effect on certificateholders' interests; and
o the amendment allowing addition of the Participation will
not result in a downgrade or withdrawal of any ratings of
any outstanding series of certificates.
The SEC currently requires that any Participations added to the master
trust be registered under the Securities Act of 1933.
The Pooling and Servicing Agreement allows Chase USA to add
accounts to the master trust automatically upon satisfaction of several
conditions, including:
o each account must be an Eligible Account;
o Chase USA must not have designated the account as an account
not to be added;
o each new account was selected for inclusion in the master
trust through a selection process not harmful to
certificateholders' interests; and
o as of the addition date, Chase USA is not insolvent.
In addition to the Participation addition requirements noted above,
Chase USA must satisfy several conditions to add Participations and - if
accounts are not being added automatically - accounts to the master trust,
including:
o notice to the Master Trust Trustee, each Rating Agency
rating an outstanding series of securities and CMB, as
servicer;
o delivery and acceptance by the Master Trust Trustee of
written assignment of receivables in new accounts or
Participations to the master trust;
o delivery of a computer file or microfiche list with a list
of all new accounts or Participations;
o representation from Chase USA that, on the addition date,
each new account is an Eligible Account and was selected for
inclusion in the Master Trust through a selection process
not harmful to certificateholders' interests;
o as of the addition date, representation from Chase USA that
Chase USA is not insolvent; and
o if specified in any prospectus supplement, receipt of
confirmation from each Rating Agency that the addition will
not result in a downgrade or withdrawal of any ratings of
any outstanding series of certificates or notes.
Chase USA expects to file a report on Form 8-K with the SEC on any addition
of assets to the master trust not related to an automatic account addition.
Removal of Master Trust Assets
Chase USA has the right to remove accounts and Participations from
the master trust, subject to several conditions, including an officer's
certificate from Chase USA confirming:
o that removing the accounts or Participations will not cause
a Pay Out Event for any outstanding series;
o that Chase USA has delivered to the Master Trust Trustee a
list of accounts or Participations to be removed;
o that Chase USA represents that the accounts to be removed
were not selected through a selection process believed to be
materially adverse to the interests of the
certificateholders;
o receipt of confirmation from each Rating Agency that the
removal will not result in a downgrade or withdrawal of any
ratings of any outstanding series of certificates or notes;
o that the post-removal amount of receivables in the Master
Trust Portfolio will meet the minimum requirements; and
o that the removal will not result in the failure to make any
payment specified in the related supplement with respect to
any series;
o that the designation and reassignment of such receivables from
removed accounts will not:
- adversely affect the tax characterization as debt of any
class of Investor Certificates of any outstanding series
or class in respect of which an opinion was delivered at
the time of issuance that such class would be treated as
debt for U.S. federal income tax purposes;
- cause the Trust following such designation and acceptance
be deemed to be an association taxable as a corporation;
and
- cause or constitute a taxable event in which gain or loss
would be recognized by any Investor Certificateholder or
the Trust, and
o that as of the removal date, either
- the Receivables are not more than 15% delinquent by
estimated principal amount and the weighted averaged
delinquency of such receivables is not more than 60
days, or.
- the receivables are not more than 7% delinquent by
estimated principal amount and the weighted average
delinquency of such receivables does not exceed 90 days.
Discount Option
Chase USA, has the option to reclassify a percentage of Principal
Receivables in the Master Trust Portfolio as Finance Charge Receivables.
This is referred to as the Discount Option. Chase USA may use the Discount
Option to compensate for a decline in the Portfolio Yield, but only if
there would be sufficient Principal Receivables to allow for that
discounting. The designation of Principal Receivables as Finance Charge
Receivables would result in a larger amount of Finance Charge Receivables
and a smaller amount of Principal Receivables. By doing so, Chase USA would
reduce the likelihood that a Pay Out Event would occur as a result of a
decreased Portfolio Yield, and at the same time will increase the
likelihood that Chase USA will have to add Principal Receivables to the
master trust.
If the Discount Percentage is greater than zero, an amount of
master trust principal collections for each Monthly Period equal to:
(the Discount Percentage) X (total principal collections allocable
to the master trust)
will be considered finance charge collections and allocated with regular
collections of finance charge receivables in the Master Trust Portfolio.
To exercise the Discount Option, Chase USA must satisfy the
conditions in the Pooling and Servicing Agreement, including confirmation
from each Rating Agency that the use of the Discount Option will not result
in a downgrade or withdrawal of any ratings of any outstanding series of
certificates or notes. Chase USA does not intend to exercise its discount
option.
Master Trust Bank Accounts
The Master Trust Trustee has established and maintains the
following bank accounts on behalf of all series issued from the master
trust:
o the Principal Account,
o the Finance Charge Account,
o the Collection Account,
o the Excess Funding Account and
o one or more Distribution Accounts.
CMB, as Paying Agent, has the revocable right to withdraw funds from the
Distribution Accounts to make distributions to certificateholders.
The Master Trust Trustee may establish, as set forth in the related
supplement, additional bank accounts for each series, including:
o the Interest Funding Account,
o the Principal Funding Account and
o the Pre-Funding Account.
All of these bank accounts must be established with an Eligible
Institution, which may include:
o CMB, as the servicer;
o a depository institution, which may be the Master Trust
Trustee or an affiliate, organized under the laws of the
United States or any state which at all times
- has a certificate of deposit rating of "P-1" by Moody's,
- has either a long-term unsecured debt rating of "AAA"
by S&P or a certificate of deposit rating of "A-1+" by
S&P and
- is a member of the FDIC; or
o any other institution acceptable to all Rating Agencies
rating any outstanding series.
Funds on deposit in any of these master trust bank accounts are
invested in permitted investments, which generally include:
o U.S. government debt;
o deposits at financial institutions having a rating in
Moody's and S&P's highest rating category;
o commercial paper having a rating in Moody's and S&P's
highest rating category;
o banker's acceptances from the highest-rated financial
institutions;
o some repurchase agreements; and
o any other investments which convert to cash within a finite
period, if agreed to by the Rating Agencies rating the
related series.
Deposits in series-specific bank accounts are for the benefit of the
related series, and the related supplement may set forth differing
permitted investments for amounts in these series-specific bank accounts.
Companion Series
The Series Certificate may be paired with a Companion Series in the
future. The issuance of a Companion Series is subject to the conditions
described above in "--Issuing New Series of Certificates," including the
condition that the Rating Agencies confirm that the issuance of a Companion
Series will not have a negative impact on the ratings of outstanding series
of certificates or notes.
A Companion Series may be funded with either a deposit to a
pre-funding account funded by the sale of the Companion Series or may have
a variable principal amount. Any pre- funding account would be for the
benefit of the Companion Series and not for your benefit.
As principal is allocated to the Series Certificate, the Investor
Interest of the Companion Series will increase and either:
o an equal amount of funds on deposit in the pre-funding
account will be released to Chase USA, or
o an interest in the variable funding certificate that is
equal to the principal allocated to the Series Certificate
will be sold and the proceeds will be distributed to Chase
USA.
A Companion Series may be issued privately or sold publicly. A
Companion Series sold publicly will be registered under the registration
statement we have filed with the SEC relating to the securities.
A Companion Series would be issued to finance the interest of Chase
USA in the Trust Portfolio. The Transferor Interest held by Chase USA grows
if the amount of Principal Receivables in the master trust does not
decrease and principal is paid to a series or accumulated in a principal
funding account for the benefit of a series. The Investor Interest of a
Companion Series will absorb what would otherwise be growth in the
Transferor Interest as a result of payments or deposits in a principal
funding account for the benefit of a series. Chase USA may choose to issue
a Companion Series rather than have the growth in the Transferor Interest
reflected on its balance sheet for accounting purposes.
We cannot assure you that terms of a Companion Series will not have
an adverse impact on the timing or amount of payments allocated to the
Series Certificate. A Companion Series will have a claim against the assets
allocated to it by the master trust. The master trust will have limited
assets. If a rapid amortization or rapid accumulation occurs for a
Companion Series while the Series Certificate is outstanding, the
percentage of receivables allocated to the Series Certificate may be
reduced if the terms of the supplement relating to the Companion Series
required that the Companion Series also receive its share of principal
collections. In addition, if a rapid amortization or rapid accumulation
occurs for a Series Certificate, the percentage of receivables allocated to
the Companion Series may be reduced until the Series Certificate is paid in
full. See "--Funding Period" for more discussion on Companion Series.
Funding Period
For any series of certificates, principal receivables may not be
available in the amount of the issued certificates. If this occurs, the
initial Investor Interest will be less than the certificate principal
amount. In this case, the related supplement will set forth the terms of
the Funding Period, which is the period from the series' Closing Date to
the earlier of:
o the date the series' Investor Interest equals the
certificate principal amount; and
o the date specified in the related supplement.
During the Funding Period, the series amount not invested in
receivables will be maintained in the Pre-Funding Account. On the Closing
Date, this amount may be up to 100% of the certificate principal amount.
The Investor Interest will increase as new receivables are conveyed to the
master trust or as the Investor Interests of other series are reduced. The
Investor Interest may decrease due to charge-offs allocated to the series.
During the Funding Period, funds on deposit in the Pre-Funding
Account will be paid to Chase USA as the Investor Interest increases. If
the Funding Period does not end by the date specified in the related
supplement, any amount remaining in the Pre-Funding Account will be repaid
to certificateholders. This type of event may also cause repayment of other
amounts to certificateholders, as set forth in the related supplement.
The prospectus supplement for a series with a Funding Period will
set forth:
o the initial Investor Interest;
o the full Investor Interest, which is the initial certificate
principal balance;
o the date on which the series Investor Interest is expected to
equal the full Investor Interest;
o when the Funding Period will end; and
o what other events, if any, will occur if the end of the
Funding Period is reached before the full Investor Interest
is funded.
A Companion Series may use a Funding Period to pair a new series
with an existing series in, or about to begin, principal amortization or
accumulation. As the Investor Interest for the existing series decreases,
the Investor Interest for the Companion Series will increase. If either the
existing series or the Companion Series experiences a Pay Out Event before
the Companion Series has reached its full Investor Interest, the Investor
Percentages for the two series may be reset as described in the related
supplements. This could have an effect on the allocation of principal
collections to one or both series. We can give you no assurance, if your
series is paired with a Companion Series, that the terms of the Companion
Series will have no impact on the timing or amount of payments made to
certificateholders of your series.
Investor Percentage and Transferor Percentage
From the amounts allocated to the master trust, CMB, as servicer,
will allocate finance charge collections, principal collections and
receivables in defaulted accounts to:
o each series;
o if a series has multiple classes, each class of the series;
o the Transferor Interest; and
o if the related supplement so states, to any credit enhancement
providers.
All allocations of these amounts will be made through the respective
Investor Percentages for each series, the Transferor Percentage and, where
appropriate, the Credit Enhancement Percentage. The related supplements
will set forth how the Investor Percentages are calculated and, if a series
has multiple classes, how allocations will be made among classes.
The Transferor Percentage is, in all cases, equal to:
100% - (all Investor Percentages for outstanding series) -
(all Credit Enhancement Percentages for outstanding series)
Application of Collections
Except in the circumstance described below, CMB, as servicer, must
deposit into the Collection Account, no later than two days after
processing, all payments made on receivables in the Master Trust Portfolio.
CMB must also allocate these deposits between accounts and to various
parties, as described below. However, CMB will be able to make these
deposits on a monthly or other periodic basis if one of the following is
true:
o all Rating Agencies rating an outstanding series agree in
writing that CMB does not need to make daily deposits; or
o CMB has a short-term rating of "P-1" from Moody's, a
short-term rating of "A-1" from S&P and deposit insurance
from the Bank Insurance Fund.
CMB must make daily or periodic deposits to the Collection Account only to
the extent that the funds are needed for deposit into other bank accounts
or distribution to certificateholders or other parties. If the Collection
Account balance ever exceeds this amount for deposit or distribution, CMB
will be able to withdraw the excess.
Each time a Collection Account deposit is made, CMB will withdraw
the following amounts and apply them as indicated:
o Transferor Interest and Principal. The Transferor Percentage
of deposits of principal and finance charge collections will
be paid or held for payment to Chase USA as holder of the
Transferor Certificate. However, if the Minimum Transferor
Interest exceeds the Transferor Interest on the relevant
date of processing, principal collections up to the amount
of such excess otherwise payable to the Transferor Interest
will be deposited to the Principal Account, the Excess
Funding Account, or paid to series of certificates, as set
forth in the Pooling and Servicing Agreement.
o Investor Finance Charges. For each series, the relevant
Investor Percentage of finance charge collections will be
deposited into the Finance Charge Account for allocation and
distribution as set forth in the related supplement.
o Investor Principal. Each series will be allocated a varying
share of principal collections based on the principal
distribution status of the series as follows
- if the series is in the Revolving Period, the Investor
Percentage of principal collections allocated to the
series will be invested or held for investment in new
receivables;
- if the series is in controlled accumulation or
controlled amortization, the Investor Percentage of
principal collections allocated to the series will be
available to fund the relevant period's controlled
deposit amount or controlled amortization amount; and
- if the series is in principal amortization or rapid
amortization, the Investor Percentage of principal
collections allocated to the series will be deposited
into the Principal Account for distribution as
provided in the related supplement.
As described in the related supplement, other series may use
principal collections not required by a series in any period
to make deposits or distributions. If the Minimum Transferor
Interest exceeds the Transferor Interest on the relevant
date of processing, principal collections allocated to but
not needed by a series, up to the amount of such excess,
will be deposited to the Principal Account, the
Excess Funding Account, or paid to other series of
certificates, as set forth in the Pooling and Servicing
Agreement.
If a series of certificates has more than one class, principal and
finance charge collections allocated to the series will be further
allocated and applied to each class as set forth in the related supplement.
Principal collections allocated to a series but not required for
deposit or distribution may be shared with other series. The related
supplement will set forth the manner and priority of any principal sharing.
See "--Shared Principal Collections" for more information.
Principal collections not paid to Chase USA because the Transferor
Interest is less than the Minimum Transferor Interest will be held in the
Principal Account and paid to Chase USA when the Transferor Interest is
again at least equal to the Minimum Transferor Interest. Amounts so
deposited in the Principal Account will be allocated as regular principal
collections to series in their accumulation or amortization periods, as set
forth in the related supplements.
Shared Excess Finance Charge Collections
If a series is in a Group, finance charge collections allocated to
the series in excess of the amount needed to make deposits or payments may
be shared with other series in the Group. If one series requires more
finance charge collections than allocated through its Investor Percentage,
it will have access to all of these shared excess finance charge
collections in other series in its Group. If two or more series require
more finance charge collections, excess finance charge collections in the
Group will be shared between the series in the manner and priority set
forth in the related supplements.
Shared Principal Collections
If a series is allocated principal in excess of the amount needed
for deposit or distribution, this excess amount will be available to make
principal payments or deposits required by other series. These shared
principal collections may be limited to series within a Group. If principal
collections allocated to a series are shared with another series, the
Investor Interest for the series from which collections were shared will
not be reduced.
Default Allocations
Each month, Master Trust Portfolio principal receivables in
defaulted accounts will be allocated to each series based on each series'
Investor Percentage. Defaulted accounts are Accounts which were written off
by the servicer as uncollectible. The default amount allocated to each
series will, if the series has multiple classes of certificates, be further
allocated to each class.
Rebates and Fraudulent Charges
CMB may adjust the amount of principal receivables in the Master Trust
Portfolio because of:
o a rebate or refund to a cardholder;
o merchandise refused or returned by a cardholder; and
o fraudulent or counterfeit charges.
The Transferor Interest will be reduced - net of the creation of new
receivables - by the adjustment amount. If reducing the Transferor Interest
would cause it to be less than the Minimum Transferor Interest, Chase USA,
as Transferor, will be required to pay the deficient amount into the Excess
Funding Account.
Investor Charge-Offs
Each month, principal receivables in defaulted accounts will be
allocated to each series. Allocated default amounts will reduce each
series' Investor Interest, unless these defaulted amounts are reimbursed
through payment of finance charge collections or other amounts, as set
forth in each series' supplement. Reducing a series' Investor Interest
through allocation of default amounts is called an Investor Charge-Off. The
Investor Interest can be increased through reimbursement of Investor
Charge-Offs, which can happen in any Monthly Period where finance charge
collections are available for that purpose.
If your series has multiple classes, Investor Charge-Offs will
generally be applied to subordinate classes first. If you own a subordinate
class of certificates, your Investor Interest could be reduced before other
classes are affected. The attached supplement describes how Investor
Charge-Offs are allocated to your class and any other classes.
Defeasance
Some series may provide that Chase USA, as Transferor, may set
aside with the Master Trust Trustee funds adequate to make all future
interest and principal payments on a series of certificates. This will end
Chase USA's responsibilities to that series. Chase USA will not be able to
do this without an opinion of counsel that:
o this will not alter the tax treatment of the series or the
master trust; and
o this will not cause the master trust to become subject to
regulation as an "investment company" within the meaning of
the Investment Company Act of 1940, as amended.
The related supplement will set forth if and how Chase USA may
defease a series.
Optional Repurchase
For each series, Chase USA has the option to repurchase the
remaining Investor Interest when the series' total outstanding Investor
Interest is no more than 5% of the Investor Interest on the series' Closing
Date. The repurchase price must be for:
o the dollar amount of all of the remaining Investor Interest
- less any amount on deposit in an associated Principal
Funding Account - plus any accrued and unpaid interest
through the repurchase date or
o a different optional repurchase price set forth in the
related supplement.
Final Payment of Principal; Series Termination
Each series will end on the earliest to occur of:
o the date on which the series' Investor Interest is reduced
to zero;
o the date set forth in the related supplement as the last day
on which interest and principal will be distributed to
certificateholders, referred to as the Series Termination
Date; and
o the date on which the master trust terminates.
If the Investor Interest is greater than zero on the Series Termination
Date, CMB or the Master Trust Trustee may be required to sell receivables
in an amount sufficient to repay the outstanding Investor Interest.
Pay Out Events
For each series issued from the master trust, occurrence of a Pay
Out Event will begin rapid amortization of principal. Rapid amortization of
principal will interrupt and replace the Revolving Period or any other form
of principal amortization or accumulation. A Pay Out Event will occur for
all series issued from the master trust if any one of the following occurs:
o Chase USA, as Transferor, is insolvent or enters
receivership;
o Chase USA is unable for any reason to transfer receivables
to the master trust as required by the Pooling and Servicing
Agreement; or
o the master trust becomes subject to regulation as an
"investment company" within the meaning of the Investment
Company Act of 1940, as amended.
Each series may, in the related supplement, specify additional Pay Out
Events applicable only to that series.
If Chase USA, as Transferor, voluntarily begins liquidation or a
receiver is appointed for Chase USA, Chase USA will
o immediately stop transferring receivables to the master
trust, and
o promptly notify the Master Trust Trustee of the event.
Within 15 days the Master Trust Trustee will publish a notice, stating that
the Master Trust Trustee intends to liquidate the receivables in the Master
Trust Portfolio in a commercially reasonable manner. The Master Trust
Trustee will liquidate the receivables unless instructed to do otherwise by
certificateholders representing a majority of the outstanding Investor
Interest, or by Chase USA's conservator or receiver. The conservator or
receiver may have the power to cause or prevent an early sale of master
trust assets. Any early sale of these assets could cause early repayment of
outstanding certificates.
Rapid amortization begins immediately when any Pay Out Event
occurs. If rapid amortization begins for your series before the scheduled
payment date on your certificates, you could begin receiving principal
distributions earlier than expected, which may shorten the
average life of your investment.
Servicing Compensation
CMB, as servicer, receives a fee for its servicing activities and
reimbursement of expenses incurred in administering the master trust. This
servicing fee accrues for each outstanding series, in the amounts and
calculated on the balances as set forth in the related supplement. Each
series' servicing fee is payable each period from collections of finance
charge receivables allocated to the series; some series, however, may
direct all or a portion of Interchange toward paying the servicing fee. In
series with multiple classes of certificates, each class will be
responsible for a portion of the series' servicing fee. Neither the master
trust nor certificateholders are responsible for any servicing fee
allocable to the Transferor Interest.
The Servicer
The servicer is responsible for servicing and administering
receivables in the Master Trust Portfolio. CMB, currently the servicer, has
delegated some of its servicing duties to FDR and substantially all of its
remaining duties to Chase USA. The servicer is required to maintain
insurance coverage against losses through wrongdoing of its officers and
employees who service receivables.
Servicer Default
The Pooling and Servicing Agreement and any Series Supplement
specify the duties and obligations of the servicer. A failure by the
servicer to perform its duties or fulfill its obligations can result in a
Servicer Default.
Servicer Defaults include:
o failure by the servicer to make any payment, transfer or
deposit, or to give instructions to the Master Trust Trustee
to do so, on the required date under the Pooling and
Servicing Agreement or any Series Supplement or within the
applicable grace period not exceeding 10 business days;
o failure on the part of the servicer to observe or perform
any of its other covenants or agreements if the failure
- materially adversely affects certificateholders of any
series issued and outstanding under the master trust and
- continues unremedied for a period of 60 days after
written notice and continues to materially adversely
affect those certificateholders; or
the delegation by the servicer of its duties, except as
specifically permitted under the Pooling and Servicing
Agreement and any Series Supplement;
o any representation, warranty or certification made by the
servicer, in the Pooling and Servicing Agreement and any
Series Supplement, or any certificate delivered under the
terms of those agreements, proves to have been incorrect
when made if it
- materially adversely affects certificateholders of any
series issued and outstanding under the master trust, and
- continues to be incorrect in any material respect for
a period of 60 days after written notice and
continues to materially adversely affect those
certificateholders;
o specific events of bankruptcy, insolvency or receivership of
the servicer; or
o any other event specified in the related supplement.
If a Servicer Default occurs, the Master Trust Trustee or
certificateholders representing a majority of the aggregate outstanding
Investor Interest may remove CMB as servicer to the master trust and
appoint a new servicer. If a new, eligible servicer is not appointed or has
not accepted appointment by the time CMB - or a successor servicer has
ceased to act as servicer, the Master Trust Trustee will become the
servicer. If the Master Trust Trustee is legally unable to act as successor
servicer, then Chase USA has the right to purchase all receivables in the
Master Trust Portfolio at a price approved by the Master Trust Trustee.
Chase USA's rights and obligations as Transferor will be unaffected
by any change in servicer.
If a conservator or receiver is appointed for the servicer and this
causes a Servicer Default, the conservator or receiver may have the power
to prevent a transfer of servicing duties to a successor servicer.
Payment of Expenses
CMB, as servicer, has agreed to pay some expenses incurred in
servicing the Master Trust Portfolio, including:
o fees and expenses of the Master Trust Trustee;
o fees and expenses of independent certified public accountants;
and
o other fees and expenses of the master trust, excluding
taxes.
Reports to Certificateholders
Certificateholders of each series issued from the master trust will
receive reports with information on the series and the master trust. CMB,
as servicer, will prepare a certificateholder report on each series'
Distribution Dates, setting forth information as specified in the related
supplement. If a series has multiple classes, information will be provided
for each class, as specified in the related supplement.
Periodic information to certificateholders generally will include:
o the total amount distributed;
o the amount of principal and interest for distribution;
o principal collections allocated to the series and to each
class of certificates;
o finance charge collections allocated to the series and to
each class of certificates;
o the aggregate amount of principal receivables in the Master
Trust Portfolio;
o the series' Investor Interest amount and the Investor
Interest as a percentage of principal receivables in the
Master Trust Portfolio;
o receivables in the Master Trust Portfolio broken out by
delinquency status;
o aggregate defaults allocated to the series;
o Investor Charge-Offs for the series or each class of the
series, and any reimbursement of Investor Charge-Offs;
o the servicing fee due from the series;
o for each series or class, the available amount of credit
enhancement, if any;
o the "pool factor," which is the ratio of the current
Investor Interest to the initial Investor Interest;
o the Portfolio Yield for the series; and
o if the series or a class of certificates bears interest at a
floating rate, information relating to the floating rate.
CMB will also provide an annual summary of distributions to each series by
January 31 of the succeeding year. This information is intended to help
certificateholders prepare their tax returns.
Evidence as to Compliance
The Pooling and Servicing Agreement provides that by March 31 of
each calendar year, CMB, as servicer, will have a firm of independent
certified public accountants furnish reports showing that, for the prior
calendar year:
o the accounting firm has reviewed management's assertion that
the system of internal control over servicing of securitized
credit card receivables met the criteria for effective
internal control as specified by the Committee of Sponsoring
Organizations of the Treadway Commission, and that in the
accounting firm's opinion, management's assertion is fairly
stated in all material respects; and
o for each outstanding series, the accounting firm has
reviewed at least one report prepared by the servicer from
each quarter of the calendar year, compared the amounts set
forth in the reports with the servicer's computer reports
and disclosed any discrepancies.
The Pooling and Servicing Agreement also provides that by August 31
of each year, an officer of CMB will forward a signed statement to the
Master Trust Trustee, stating that the servicer has performed under its
obligations - as set forth in the Pooling and Servicing Agreement - during
the prior calendar year, and if there has been a default in the performance
of any obligation, specifying the nature and status of the default.
Amendments
The Pooling and Servicing Agreement and any Series Supplement may
be amended by Chase USA, CMB and the Master Trust Trustee, as set forth in
the Pooling and Servicing Agreement and the relevant Series Supplement.
These amendments may be made without certificateholder consent to do the
following:
o cure any ambiguity;
o revise specific exhibits and schedules;
o correct or supplement any provision which may be
inconsistent with any other provision; or
o to add any necessary provision not inconsistent with the
existing provisions of the operating documents.
No amendment may be made without certificateholder consent which in any
material respect would adversely affect any certificateholder's interest.
Amendment without certificateholder consent can occur only if:
o CMB, as servicer, furnishes an officer's certificate to the
Master Trust Trustee, stating that the amendment will not
materially adversely affect any existing certificateholder's
interest;
o the amendment will not cause the master trust to be subject
to corporate taxation, or have any other negative federal
income tax effect on the master trust or certificateholders;
o each Rating Agency rating an affected series of certificates
provides written confirmation that the amendment will not
cause a downgrade or withdrawal of any existing rating of
certificates or notes; and
o the amendment does not do any of the following
- reduce the amount or delay the timing of scheduled
distributions to certificateholders of any series;
- change the manner or method of calculating interest due
to certificateholders of any series;
- alter the requirements for calculating the Minimum
Transferor Interest for any outstanding series;
- change the manner in which the Transferor Interest is
calculated; or
- reduce the percentage of the Investor Interest required
to consent to proposed changes which do require
certificateholder consent.
The Pooling and Servicing Agreement may be amended by Chase USA,
CMB and the Master Trust Trustee with the consent of certificateholders
representing a majority of the Investor Interest which is adversely
affected by an amendment. Even with consent, these amendments may not occur
if they:
o reduce the amount of or delay the timing of scheduled
distributions to certificateholders of any series;
o change the manner of calculating the Investor Interest, the
Investor Percentage or the amount of defaults allocated to
certificateholders without the consent of each affected
certificateholder; and
o reduce the percentage of the Investor Interest required to
consent to any amendment, without the consent of each
affected certificateholder.
List of Certificateholders
Certificateholders representing 10% of the outstanding Investor
Interest of a series - or any other percentage as set forth in the related
supplement - may request access to the Master Trust Trustee's current list
of certificateholders for purposes of communicating with other
certificateholders about their rights under the Pooling and Servicing
Agreement. See "--Form of Your Securities--Book-Entry Registration" and
"Form of Your Securities--Definitive Securities."
The Master Trust Trustee
Each series' prospectus supplement will identify the Master Trust
Trustee under the Pooling and Servicing Agreement. Chase USA, CMB and their
affiliates may from time to time enter into banking and trustee
relationships with the Master Trust Trustee, and all three parties may from
time to time hold certificates in their own names.
In addition, where required by local jurisdictions, the Master
Trust Trustee may appoint a co-trustee or separate trustees of all or any
part of the master trust. If this occurs, all rights, powers, duties and
obligations conferred or imposed by the Pooling and Servicing Agreement on
the Master Trust Trustee will be conferred or imposed:
o jointly on the Master Trust Trustee and any separate trustee
or co- trustee; or
o where the Master Trust Trustee shall be incompetent or
unqualified to perform required acts, singly upon any
separate trustee or co-trustee.
In each case, a separate trustee or co-trustee shall exercise and perform
these rights, powers, duties and obligations solely at the direction of the
Master Trust Trustee.
The Master Trust Trustee may resign at any time. If this occurs,
Chase USA will be obligated to appoint a successor Master Trust Trustee.
Chase USA may also remove the Master Trust Trustee and appoint a successor
if:
o the Master Trust Trustee ceases to be eligible to continue
in that role under the Pooling and Servicing Agreement; or
o the Master Trust Trustee becomes insolvent.
Any resignation or removal of a Master Trust Trustee will not become
effective until appointment of, and acceptance by, a successor.
Master Trust Termination
The master trust is scheduled to end on the earliest of:
o the date the aggregate Investor Interest - including the
interest of any credit enhancement provider, if not part of
the Investor Interest - is reduced to zero;
o the date on which all receivables are sold, disposed of or
otherwise liquidated due to insolvency; and
o August 31, 2016.
CMB and Chase USA may inform the Master Trust Trustee of a change in the
master trust termination date, provided that a change may not affect
existing certificateholders.
Description of the Notes
Following is a summary of the material provisions common to all
series of notes issued through the Indenture and offered by this
prospectus. The particular terms of your notes are described in the related
supplement. The summary is qualified in its entirety by references to the
provisions of your Indenture and related Series Certificate, Deposit and
Administration Agreement and the Trust Agreement.
An owner trust will issue the notes under an Indenture. The owner
trust will pledge a Series Certificate to the Indenture Trustee to secure
the payment of the notes. Each owner trust will issue one or more classes
of notes that may have different maturity dates, interest rates, priorities
of payments and debt ratings.
Chase USA will own the residual equity interest in each owner
trust. Amounts paid to the owner trust as holder of a Series Certificate
that are not payable in respect of the notes issued by the owner trust and
not required to be retained in a spread account will be distributed to
Chase USA.
Principal and Interest on the Notes
The related supplement will describe the timing and priority of
payment, seniority, allocations of losses, Note Rate and amount of or
method of determining payments of principal and interest on each class of
notes of your series. Your right to receive payments of principal and/or
interest may be senior or subordinate to the rights of holders of any other
class or classes of notes of your series, as described in related
supplement. Payments of interest on the notes of your series may be made
prior to payments of principal. The dates for payments of interest and
principal on the notes of your series may be different from the
Distribution Dates for the Series Certificate pledged to secure payment of
your notes. One or more classes of notes of your series may be redeemable
in whole or in part under the circumstances described in the related
supplement, including or when Chase USA exercises its option under the
Pooling and Servicing Agreement to purchase the related Series Certificate.
Your notes may have fixed principal payment schedules. In that
event, you would be entitled to receive on each specified Payment Date the
applicable amount of principal designated to be repaid, in the manner and
to the extent described in the related supplement.
Payments to all the noteholders of each class will have the same
priority. Under some circumstances, there may not be sufficient amounts
available to pay the amount of interest which is required to be paid to all
the noteholders of your class. In that event, you will receive a share,
based upon the aggregate amount of interest due to your class, of the
aggregate amount available for distribution of interest on the notes of
your series.
If your series includes two or more classes of notes, the
sequential order and priority of payment of principal and interest, and any
schedule or formula or other provisions for determining the amount of
principal and interest of each class will be described in the related
supplement. Payments of principal and interest on any class of notes will
be made equally among all the noteholders of that class based on the
principal amount of notes held by each noteholder.
The Indentures
Your owner trust will issue one or more classes of notes under an
Indenture. A form of Indenture has been filed as an exhibit to the
Registration Statement relating to the notes.
Events of Default: Rights Upon Event of Default. With respect to
the notes of a given series, "Events of Default" under your Indenture will
be any of the following:
o the owner trust fails to pay interest or principal when due
and payable;
o the owner trust becomes subject to regulation as an
"investment company" within the meaning of the Investment
Company Act of 1940, as amended;
o specific events of bankruptcy with respect to the owner
trust; and
o any other Events of Default described in the related
supplement.
During the occurrence of an Event of Default, the Indenture Trustee
or holders of a majority in principal amount of the notes of your series
may declare the principal of the notes to be immediately due and payable.
That declaration may be rescinded by the holders of a majority of the notes
with respect to which the Event of Default has occurred.
If your notes are declared to be due and payable following an Event
of Default, the Indenture Trustee may institute proceedings to collect
amounts due or foreclose on the owner trust property, exercise remedies as
a secured party, sell the owner trust property or have the owner trust keep
the owner trust property and continue to apply collections on the owner
trust property as if there had been no declaration of acceleration.
However, the Indenture Trustee is prohibited from selling the owner trust
property following an Event of Default, unless:
o the holders of all the notes consent to the sale;
o the proceeds of the sale are sufficient to pay in full the
principal and the accrued interest on the notes at the date
of the sale; or
o there has been an Event of Default arising from a failure to
make a required payment of principal or interest on the
notes, and the Indenture Trustee
- determines that the proceeds of the owner trust
property would not be sufficient to make all payments
on the notes when those payments would have become
due if the obligations had not been declared due and
payable, and
- obtains the consent of the holders of sixty-six and
two-thirds percent of the outstanding principal amount
of the notes.
If an Event of Default occurs and is continuing, the Indenture
Trustee will not be obligated to exercise any of the rights or powers under
the Indenture at the request or direction of any noteholders, if the
Indenture Trustee reasonably believes it will not be adequately indemnified
against the costs, expenses and liabilities which might be incurred by it
in complying with that request. Subject to the provisions for
indemnification and other limitations contained in the Indenture, a
majority of the noteholders of your series:
o will have the right to direct the time, method and place of
conducting any proceeding or any remedy available to the
Indenture Trustee, and
o may, in some cases, waive any default with respect to their
notes, except a default
- in the payment of principal or interest or
- in respect of a covenant or provision of the
Indenture that cannot be modified without the waiver
or consent of all the holders of the notes of your
series.
The Indenture Trustee's right to sell the Series Certificate will
be subject to restrictions on transferability described in the Series
Supplement, including a requirement that no more than ninety-nine persons
hold interests in the master trust (including the Series Certificate) that
have been issued without an opinion for federal income tax purposes that
those interests would be treated as debt and limitations on the nature of
the potential purchasers of the Series Certificate. Examples of these
limitations are:
o any foreign purchaser must certify that its ownership of the
Series Certificate is effectively connected with a trade or
business within the United States,
o any potential purchaser that is a partnership, Subchapter S
corporation or grantor trust for federal income tax purposes
will be required to represent that its interest in the
Series Certificate represents less than a specified
percentage of its assets, and
o a potential purchaser must not be an employee benefit plan,
a Plan or any entity whose underlying assets include "plan
assets."
Also, any transfer of the Series Certificate in foreclosure will be
subject to the requirement that each purchaser of an interest in the Series
Certificate deliver to the Master Trust Trustee and Chase USA an investment
letter relating to compliance with applicable securities laws and other
restrictions described in the applicable Series Supplement.
You may institute proceedings with respect to the Indenture only
if:
o you have previously given written notice to the Indenture
Trustee that an Event of Default continues;
o not less than 25% of the noteholders of your Series have
made written request to the Indenture Trustee to institute
the proceeding in its own name as Indenture Trustee;
o you have offered the Indenture Trustee indemnity reasonably
satisfactory to it against the costs, expenses and
liabilities that may be incurred in complying with that
request;
o the Indenture Trustee has for 60 days after receipt of
notice, request and offer of indemnity failed to institute
the proceeding; and
o no direction inconsistent with the written request has been
given to the Indenture Trustee during the 60-day period by a
majority of the noteholders.
In general, the Indenture Trustee will enforce the rights and
remedies of the holders of accelerated notes. However, holders of notes
will have the right to institute any proceeding with respect to the
Indenture if the following conditions are met:
o the holder gives the Indenture Trustee written notice of a
continuing Event of Default;
o the holder of at least 25% in aggregate principal amount of
the outstanding notes make a written request of the Indenture
Trustee to institute a proceeding as Indenture Trustee;
o the holders offer indemnity reasonably satisfactory to the
Indenture Trustee against the costs, expenses and liabilities
of instituting a proceeding;
o the Indenture Trustee has not instituted a proceeding within
60 days after receipt of the request and offer of
indemnification; and
o the Indenture Trustee has not received from the holders of a
majority in aggregate principal amount of the outstanding notes
a direction inconsistent with the request.
In addition in all circumstances, if the owner trust fails to pay
interest or principal when due and payable, the holders of the notes will
have the right to sue to force payment to be made.
The Indenture Trustee and the noteholders, by accepting the notes,
will agree that they will not institute against the owner trust or master
trust any bankruptcy, reorganization or other proceeding under any federal
or state bankruptcy or similar law.
The Indenture Trustee, the Owner Trustee in its individual
capacity, and Chase USA as owner of the equity interest in the owner trust
will not be personally liable for the payment of the principal of or
interest on the notes or for the agreements of the owner trust contained in
the Indenture.
Modification of Indenture. The owner trust and the Indenture
Trustee may, with the consent of the holders of a majority of the notes,
execute a supplemental indenture to add provisions to, change in any manner
or eliminate any provisions of, the Indenture, or modify except as provided
below - in any manner the rights of the noteholders.
Without the consent of each noteholder affected by a change to an
Indenture, a supplemental indenture will not:
o change the date of payment of any installment of principal
of or interest on any note or reduce the principal amount of
a note, the Note Rate or the redemption price of the note or
change any place of payment where, or the currency in which,
any note is payable;
o impair the right to institute suit for the enforcement of
specified provisions of the Indenture regarding payment;
o reduce the percentage of the aggregate amount of the notes
of your series, whose consent is required (a) for any
supplemental indenture or (b) for any waiver of compliance
with specified provisions of the Indenture or of some
defaults under the Indenture and their consequences provided
in the Indenture;
o modify or alter the provisions of the Indenture regarding
the voting of notes held by the master trust, any other
obligor on the notes, Chase USA or an affiliate of any of
them;
o reduce the percentage of the aggregate outstanding amount of
the notes required to direct the Indenture Trustee to sell
or liquidate the owner trust property;
o decrease the percentage of the aggregate principal amount of
the notes required to amend the sections of the Indenture
that specify the percentage of the principal amount of the
notes of your series necessary to amend the Indenture or
other related agreements;
o modify any provisions of the Indenture in a manner which
would affect the calculation of the amount of any payment of
interest or principal due on any note; or
o permit the creation of any lien equal to the lien of the
Indenture with respect to any of the collateral for your
notes or, except as otherwise permitted or contemplated in
the Indenture, end the lien of the Indenture on the
collateral or deprive you of the security provided by the
lien of the Indenture.
The Indenture Trustee may also enter into supplemental indentures,
without obtaining the consent of the noteholders of your series, for the
purpose of, among other things, adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of
modifying in any manner the rights of its noteholders; provided that:
o that action will not materially and adversely affect the
interest of any noteholder, and
o each Rating Agency will provide confirmation that as a
result of the change, it will not reduce or withdraw its
rating on any notes that it rates.
Certain Covenants
The owner trust will not:
o except as expressly permitted by the Indenture, the Deposit and
Administration Agreement and the Trust Agreement, sell,
transfer, exchange or otherwise dispose of any of the
properties or assets of the owner trust;
o claim any credit on or make any deduction from the principal
or interest payable in respect of the notes (other than
amounts withheld under the tax code or applicable state law)
or assert any claim against any present or former holder of
the notes because of the payment of taxes levied or
assessed on the owner trust;
o permit the validity or effectiveness of the Indenture to be
impaired or permit any person to be released from any
covenants or obligations with respect to the notes under the
Indenture except as permitted by the Indenture;
o permit any lien, claim, or security interest to be created
on the assets of the owner trust; or
o permit the lien of the Indenture not to constitute a valid
first priority security interest in the owner trust.
Annual Compliance Statement. The owner trust will be required to
present to the Indenture Trustee each year a written statement as to the
performance of its obligations under the Indenture.
Indenture Trustee's Annual Report. The Indenture Trustee will be
required to mail to the noteholders each year a brief report relating to
its eligibility and qualification to continue as Indenture Trustee under
the Indenture, the property and funds physically held by the Indenture
Trustee and any action it took that materially affects the notes and that
has not been previously reported.
List of Noteholders. Upon the issuance of Definitive Notes, three
or more holders of the notes who have each owned a note for at least six
months may obtain access to the list of noteholders the Indenture Trustee
maintains for the purpose of communicating with other noteholders. The
Indenture Trustee may elect not to allow the requesting noteholders access
to the list of noteholders if it agrees to mail the requested communication
or proxy, on behalf and at the expense of the requesting noteholders, to
all noteholders of record.
Satisfaction and Discharge of Indenture. An Indenture will be
discharged with respect to the notes upon the delivery to the Indenture
Trustee for cancellation of all the notes or, with specific limitations,
upon deposit with the Indenture Trustee of funds sufficient for the payment
in full of all the notes.
The Indenture Trustee
The Indenture Trustee for your series is identified in the related
supplement. The Indenture Trustee may resign at any time, in which event
your Administrator will appoint a successor Indenture Trustee for your
series. The Administrator may also remove the Indenture Trustee if it
ceases to be eligible to continue as an Indenture Trustee under the
Indenture or if the Indenture Trustee becomes insolvent. The Administrator
will then be obligated to appoint a successor Indenture Trustee for your
series. If an Event of Default occurs under an Indenture and the related
supplement provides that a given class of notes of your series is
subordinated to one or more other classes of notes of your series, under
the Trust Indenture Act of 1939, as amended, the Indenture Trustee may be
deemed to have a conflict of interest and be required to resign as
Indenture Trustee for one or more of those classes of notes. In that case,
a successor Indenture Trustee will be appointed for one or more of those
classes of notes and may provide for rights of senior noteholders to
consent to or direct actions by the Indenture Trustee which are different
from those of subordinated noteholders. Any resignation or removal of the
Indenture Trustee and appointment of a successor Indenture Trustee for any
series of notes will not become effective until the successor Indenture
Trustee accepts its appointment for your series.
Transfer and Assignment of the Series Certificate
On the Closing Date for any series of notes, Chase USA will deposit
in the owner trust, the Series Certificate under the terms of the Deposit
and Administration Agreement. On the Closing Date, the Owner Trustee will
execute, and the Indenture Trustee will authenticate and deliver to Chase
USA, the notes.
Reports to Noteholders
On or prior to each Transfer Date, the Administrator will provide
to the Indenture Trustee for the Indenture Trustee to forward to you and to
each other noteholder of your series, and to the Owner Trustee, a statement
with the following information on the notes for the related Payment Date or
the period since the previous Payment Date, as applicable:
o the amount of the distribution allocated to principal on the
notes;
o the amount of the distribution allocated to interest on the
notes;
o the aggregate outstanding principal balance of the notes
after giving effect to all payments reported under the first
clause above; and
o the amount on deposit in the Owner Trust Spread Account, on
that Payment Date, after giving effect to all transfers and
withdrawals from and all transfers and deposits to that
account on that Payment Date, and the amount required to be
on deposit in the Owner Trust Spread Account on that date.
Each amount described in the first two clauses above will be
expressed as a dollar amount per $1,000 of the initial principal balance of
the notes.
Within the prescribed period of time for tax reporting purposes
after the end of each calendar year during the term of the Indenture, the
Indenture Trustee will mail to you and to other investors who at any time
during the prior calendar year had been noteholders and received any
payment on the notes, a statement containing information which is required
for the preparation of federal income tax returns. See "Tax Matters" for
information on tax reporting procedures.
Certain Matters Regarding the Administrator
The Administrator will, to the extent provided in the Deposit and
Administration Agreement, provide the notices and perform on behalf of the
owner trust other administrative obligations required by the Indenture.
Amendment
The parties to each of the Series Certificate, the Deposit and
Administration Agreement and the Trust Agreement may amend those agreements,
with the written consent of the Indenture Trustee, but without the consent
of the noteholders, to add provisions to or change in any manner or
eliminate provisions of that Transaction Agreement or to modify in any
manner the rights of the noteholders; provided, however, that an amendment
will not:
o as evidenced by an officer's certificate from Chase USA
addressed and delivered to the Indenture Trustee and the
Owner Trustee, materially and adversely affect the interest
of any noteholder, and
o as evidenced by an opinion of counsel, cause the owner trust
to be classified as an association (or a publicly traded
partnership) taxable as a corporation for federal income tax
purposes.
In addition, each of the Series Certificate, the Deposit and Administration
Agreement and the Trust Agreement may be amended by its parties:
o with the written consent of the Indenture Trustee, and
o with the consent of the holders of notes evidencing at least
a majority of the then outstanding principal amount of the
notes
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of a Transaction Agreement or of
modifying in any manner the rights of noteholders; provided, however, that
the action will not, as evidenced by an opinion of counsel, cause the owner
trust to be classified as an association (or a publicly traded partnership)
taxable as a corporation for federal income tax purposes. Additionally,
without the consent of the holders of all of the notes, an amendment shall
not:
o reduce in any manner the amount of, or accelerate or delay
the timing of, collections of payments in respect of the
Series Certificate or payments that are required to be made
for the benefit of the noteholders or
o reduce the percentage of the outstanding principal amount of
the notes which is required to consent to any amendment.
Termination
The obligations of the Administrator, Chase USA, the Owner Trustee
and the Indenture Trustee under the related Indenture, Deposit and
Administration Agreement and Trust Agreement will end upon the earlier of:
o the payment to noteholders of the note principal balance and
all amounts required to be paid to them under the Series
Certificate, the Deposit and Administration Agreement or the
Trust Agreement and
o the Note Maturity Date.
Credit Enhancement
Credit Enhancement may be provided with respect to one or more
classes of any series, including your series, offered by this prospectus.
If so specified in the related supplement, any form of Credit Enhancement
may be structured so as to be drawn upon by more than one class to the
extent described in the prospectus supplement.
The type, characteristics and amount of Credit Enhancement for any
series or class:
o will be determined based on several factors, including the
characteristics of the receivables and accounts included in
the Master Trust Portfolio as of the Closing Date with
respect to that series and the desired rating for each
class, and
o will be established on the basis of requirements of each
Rating Agency rating the certificates or the notes of that
series or class.
In general, Credit Enhancement will not provide protection against
all risks of loss and will not guarantee repayment of the entire principal
balance of the certificates or the notes and/or payment of interest. If
losses occur which exceed the amount covered by Credit Enhancement or which
are not covered by Credit Enhancement, certificateholders and noteholders,
as applicable, will bear their allocable share of deficiencies.
If Credit Enhancement is provided with respect to a series or class
of securities, the related supplement will include a description of:
o the amount payable under Credit Enhancement;
o any additional conditions to payment under Credit
Enhancement not described in this prospectus;
o the conditions, if any, under which
- the amount payable under Credit Enhancement may be
reduced and
- Credit Enhancement may be ended or replaced; and
o any material provision of any agreement relating to Credit
Enhancement.
Additionally, the related supplement may provide information with
respect to any credit enhancement provider, including:
o a brief description of its principal business activities;
o its principal place of business, place of incorporation and
the jurisdiction under which it is chartered or licensed to
do business;
o if applicable, the identity of regulatory agencies which
exercise primary jurisdiction over the conduct of its
business; and
o its total assets, and its stockholders' or policy holders'
surplus, if applicable, and other appropriate financial
information as of the date specified in the related
supplement.
The related supplement may specify if Credit Enhancement with respect to a
series may be available to pay principal of the series' certificates after
Pay Out Events occur with respect to that series. If so, the credit
enhancement provider may have an interest in cash flows in respect of the
receivables called the Enhancement Invested Amount, to the extent described
in the related supplement.
Specific Forms of Credit Enhancement
The related supplement will also specify the manner and to what
extent the following types of Credit Enhancement or other Credit
Enhancement applies to your series of securities or any class of your
series:
Subordination
One or more classes of securities of any series may be subordinated
as described in the related supplement to the extent necessary to fund
payments with respect to senior securities. The rights of the holders of
any subordinated securities to receive distributions of principal and/or
interest on any Distribution Date for that series will be subordinated in
right and priority to the rights of the holders of senior securities, but
only to the extent described in the related supplement. The related
supplement may specify if subordination may apply only in the event of some
types of losses not covered by another Credit Enhancement. The related
supplement will also set forth information concerning:
o the amount of subordination of a class or classes of
subordinated securities in a series;
o the circumstances in which subordination will be applicable;
o the manner, if any, in which the amount of subordination
will be applicable;
o the manner, if any, in which the amount of subordination
will decrease over time; and
o the conditions under which amounts available from payments
that would otherwise be made to holders of subordinated
securities will be distributed to holders of senior
securities.
If collections of receivables otherwise distributable to holders of a
subordinated class of a series will be used as support for a class of
another series, the related supplement will specify the manner and
conditions for applying this cross-support feature.
Letter of Credit
One or more letters of credit may provide support for a series or
one or more classes of securities. The letter of credit may provide limited
protection against some losses in addition to or in lieu of other Credit
Enhancement. The issuer of the letter of credit, called the L/C Bank, will
be obligated to honor demands with respect to the letter of credit, to the
extent of the amount available under the letter of credit, to provide funds
under the circumstances and subject to the conditions specified in the
related supplement.
Cash Collateral Guaranty or Account
Support for a series or one or more classes of securities may be
provided by:
o a Cash Collateral Guaranty secured by the deposit of cash or
some permitted investments in a Cash Collateral Account
reserved for the beneficiaries of the Cash Collateral
Guaranty or
o a Cash Collateral Account alone.
The amount available from the Cash Collateral Guaranty or the Cash
Collateral Account will be the lesser of (1) amounts on deposit in the Cash
Collateral Account and (2) an amount specified in the related supplement.
The related supplement will set forth the circumstances under which
payments are made to beneficiaries of the Cash Collateral Guaranty from the
Cash Collateral Account or from the Cash Collateral Account directly.
Collateral Interest
An undivided interest in the master trust called the Collateral
Interest, in an amount initially equal to the percentage of the
certificates of a series specified in the supplement for that series, may
initially provide support for a series or one or more classes of
certificates. That series may also have the benefit of a Cash Collateral
Guaranty or Cash Collateral Account with an initial amount on deposit in
that account, if any, as specified in the related supplement which will be
increased:
o to the extent the Transferor elects, subject to the
conditions specified in the related supplement, to apply
principal collections allocable to the Collateral Interest
to decrease the Collateral Interest;
o to the extent principal collections allocable to the
Collateral Interest are required to be deposited into the
Cash Collateral Account as specified in the related
supplement; and
o to the extent excess finance charge collections are required
to be deposited into the Cash Collateral Account as
specified in the related supplement.
The total amount of Credit Enhancement available from the Collateral
Interest and, if applicable, the Cash Collateral Guaranty or Cash
Collateral Account will be the lesser of the sum of:
o the Collateral Interest and the amount on deposit in the Cash
Collateral Account and
o an amount specified in the related supplement.
The related supplement will set forth the circumstances under which:
o payments which otherwise would be made to holders of the
Collateral Interest will be distributed to holders of
certificates and
o if applicable, payment will be made under the Cash
Collateral Guaranty or under the Cash Collateral Account.
Surety Bond or Insurance Policy
A surety bond may be purchased for the benefit of the holders of
any series or class of securities to assure distributions of interest or
principal with respect to that series or class in the manner and amount
specified in the related supplement.
One or more insurance companies may provide insurance, with respect
to a series or one or more classes of securities, to guarantee, with
respect to one or more classes of that series, distributions of interest or
principal in the manner and amount specified in the related supplement.
Spread Account
Support for a series or one or more classes of securities may be
provided by the periodic deposit of available excess cash flow from the
master trust assets into an account called the Spread Account, intended to
assist with subsequent distribution of interest and principal on that
series or class in the manner specified in the related supplement.
Reserve Account
The establishment of a Reserve Account provides support for a
series or one or more classes of securities. The Reserve Account may be
funded, to the extent provided in the related
supplement, by:
o an initial cash deposit;
o the retention of excess cash;
o periodic distributions of principal or interest or both
otherwise payable to one or more classes of securities,
including subordinated securities;
o the provision of a letter of credit, guarantee, insurance
policy or other form of credit; or
o any combination of these items.
The Reserve Account will assist with the subsequent distribution of
principal or interest on that series or class in the manner provided in the
related supplement.
Security Ratings
Any rating of the securities by a Rating Agency will indicate:
o its view on the likelihood that securityholders will receive
required interest and principal payments; and
o its evaluation of the receivables and the availability of
any Credit Enhancement for the securities.
Among the things a rating will not indicate are:
o the likelihood that a Pay Out Event will occur;
o the likelihood that a United States withholding tax will be
imposed on non-U.S. securityholders;
o the marketability of the securities;
o the market price of the securities; or
o whether the securities are an appropriate investment for you.
A rating will not be a recommendation to buy, sell or hold the
securities. A rating may be lowered or withdrawn at any time by a Rating
Agency.
The Transferor will request a rating of the securities offered by
this prospectus and the prospectus supplement from at least one Rating
Agency. It will be a condition to the issuance of the securities of each
series or class offered by this prospectus and the related supplement
including each series that includes a Pre-Funding Account, and, with
respect to any series of notes, the related Series Certificate - that they
be rated in one of the four highest rating categories by at least one
nationally recognized rating organization selected by the Transferor to
rate any series, which will be the Rating Agency. The rating or ratings
applicable to the securities of each series or class offered by this
prospectus will be set forth in the related supplement. Rating agencies
other than those requested could assign a rating to the securities and that
rating could be lower than any rating assigned by a Rating Agency chosen by
the Transferor.
Certain Legal Aspects of the Receivables
Transfer of Receivables
The transfer of receivables to the master trust constitutes either
a complete transfer of Chase USA's interest in the receivables or a grant
of a security interest in the receivables. If Chase USA's transfer creates
a security interest then it constitutes a perfected security interest under
applicable law.
The master trust will have a first priority claim on the
receivables subject only to some tax and other governmental liens, which
are discussed below.
The master trust will have a claim against Chase USA if the master
trust does not have an unencumbered claim to the receivables. See
"Description of the Securities--Description of the
Certificates--Chase USA's Representations and Warranties."
Chase USA will make all necessary filings under the UCC to perfect
the master trust's security interest in the receivables.
Notwithstanding the actions described above to protect the master
trust's interest in the receivables, there may be some circumstances in
which a creditor of Chase USA could acquire an interest in receivables that
would have priority over the master trust. Chase USA represents and
warrants that no such prior interests will exist. Chase USA also covenants
not to further encumber or sell the receivables.
In addition, a tax or other government lien on Chase USA's property
that arises before the transfer of the receivables to the master trust
may have a prior claim to the receivables. If the FDIC were appointed as
Chase USA's receiver, administrative expenses of the receiver may also have
priority over the interest of the master trust in the receivables.
While Chase USA's affiliate The Chase Manhattan Bank is the
servicer, collections from the receivables will be commingled with the
servicer's general funds and used for the servicer's benefit before each
Distribution Date. The master trust will not have a perfected security
interest in commingled collections. If the short-term deposit rating of the
servicer is reduced below "A-1" or "P-1" by the applicable Rating Agency,
the servicer will be obligated to cease commingling collections and begin
depositing collections into the Collection Account within two business days
after the date of processing.
Certain Matters Relating to Receivership
Chase USA is chartered as a national banking corporation and is
subject to regulation and supervision by the Comptroller of the Currency.
If Chase USA becomes insolvent or is in an unsound condition or if other
similar circumstances occur, the Comptroller is authorized to appoint the
FDIC as receiver.
As receiver, the FDIC has the power to repudiate or disaffirm the
obligations of the Transferor under the Pooling and Servicing Agreement.
Upon repudiation or disaffirmation of those obligations, the FDIC, as
receiver, will be obligated to compensate you for the master trust's
interest in the receivables if each of the following conditions is
satisfied:
o the Transferor granted a security interest in the
receivables to the Master Trust;
o the interest was validly perfected before the Transferor's
insolvency;
o the interest was not taken or granted in contemplation of
the Transferor's insolvency or with the intent to hinder,
delay or defraud the Transferor or its creditors;
o the Pooling and Servicing Agreement is continuously a record
of the Transferor; and
o the Pooling and Servicing Agreement represents a bona fide
and arm's-length transaction undertaken for adequate
consideration in the ordinary course of business and that
the Master Trust Trustee, as the secured party, is not an
insider or affiliate of the Transferor.
The FDIC has the right to require that you establish your right to
compensation by submitting to and completing the administrative claims
procedure established under the law applicable to bank insolvencies. This
could result in delays in payments of the certificates or the notes and
possible losses to you.
The amount of compensation that the FDIC is required to pay is
limited to your "actual direct compensatory damages" determined as of the
date of the FDIC's appointment as receiver. There is not a statutory
definition of "actual direct compensatory damages." The staff of the FDIC
takes the position that upon repudiation or disaffirmation these damages
would not include interest accrued to the date of actual repudiation or
disaffirmation. Under the FDIC interpretation, you would receive interest
only through the date of the appointment of the receiver. Since the FDIC
may delay actual repudiation or disaffirmation for up to 180 days following
its appointment as receiver, you may not receive the full amount of
interest owing to you under the certificates or the notes. There is one
reported federal district court decision that construes the term "actual
direct compensatory damages." This 1993 court case construed the term, in
the context of the repudiation of zero coupon bonds, to mean the fair
market value of those bonds as of the date of repudiation. Under neither
interpretation, however, would you be compensated for the period between
the appointment of the receiver and the date of repudiation.
Chase USA will notify you if a receiver or a conservator is
appointed for it. This appointment will cause a Pay Out Event for all
outstanding series. After that Pay Out Event occurs, newly created
receivables will not be transferred to the master trust and the Master
Trust Trustee will proceed to dispose of the receivables in a commercially
reasonable manner and on commercially reasonable terms:
o unless otherwise instructed within a specified period by
holders of certificates representing undivided interests
aggregating more than 50% of the Investor Interest of each
outstanding series (or if any series has more than one
class, of each class, and any other entity specified in the
Pooling and Servicing Agreement or Series Supplement), or
o unless otherwise required by the FDIC.
The proceeds from the sale of the receivables will be treated as
collections and will be distributed to certificateholders. The FDIC may
delay this procedure as described above.
If the only Pay Out Event to occur is either Chase USA's insolvency
or the appointment of a conservator or receiver for it, the FDIC may have
the power to prevent the early sale of the receivables and the commencement
of the Rapid Amortization Period. In addition, the FDIC may have the power
to cause the early sale of the receivables and the early retirement of the
certificates or to prohibit the continued transfer of receivables to the
master trust.
If no Servicer Default other than the conservatorship or
receivership of the servicer exists, the FDIC may have the power to prevent
the appointment of a successor servicer. See "Description of the
Securities--Description of the Certificates--Pay Out Events."
Consumer Protection Laws
The relationships of the cardholder and credit card issuer and the
lender are extensively regulated by federal and state consumer protection
laws. The most significant laws include the federal Truth-in-Lending, Equal
Credit Opportunity, Fair Credit Reporting, Fair Debt Collection Practices
and Electronic Funds Transfer Acts. These statutes:
o impose disclosure requirements
- when a credit card account is advertised, when it is
opened, at the end of monthly billing cycles, and at year
end;
o limit customer liability for unauthorized use;
o prohibit discriminatory practices in extending credit; and
o impose limits on the type of account-related
charges that may be assessed.
Cardholders are entitled under these laws to have payments and
credits applied to the credit card accounts promptly, to receive prescribed
notices and to require billing errors to be resolved promptly. The master
trust may be liable for some violations of consumer protection laws that
apply to the related receivables. In addition, a cardholder may be entitled
to assert the violations by way of set-off against his or her obligation to
pay the amount of receivables owing. Chase USA warrants that all related
receivables have been and will be created in compliance with the
requirements of those laws. The servicer will also agree to indemnify the
master trust, among other things, for any liability arising from such
violations of consumer protection laws caused by the servicer. For a
discussion of the master trust's rights arising from the breach of these
warranties, see "Description of the Securities--Description of the
Certificates--Chase USA's Representations and Warranties."
There have been numerous attempts at the federal, state and local
level to further regulate the credit card industry. In particular,
legislation has been introduced in Congress that would impose a ceiling on
the rate at which a financial institution may assess finance charges and
fees on credit card accounts. These ceilings are substantially below the
rate of the finance charges and fees that is currently assessed on Chase
USA's accounts. Chase USA cannot predict whether any such legislation will
be enacted. If ceilings on finance charges or fees are enacted, the yield
on the receivable pool may be reduced. This reduction could result in a Pay
Out Event and a Rapid Amortization Period. See "Description of the
Securities--Description of the Certificates--Rebates and Fraudulent
Charges" and "--Investor Charge-Offs."
Industry Litigation
In October 1998, the federal government filed an antitrust lawsuit
against VISA U.S.A., Inc., VISA International Inc. and MasterCard
International Incorporated alleging that these credit card associations
restrain competition and limit consumer choice. The government in this
lawsuit challenges, among other things:
o the control of VISA U.S.A., Inc., VISA International Inc.
and MasterCard International Incorporated by the same set of
banks,
o the ability of banks to issue both VISA and MasterCard cards
as well as
o the rules adopted by these associations prohibiting members
from offering credit cards of some competitors.
In public statements, VISA U.S.A., Inc., VISA International Inc. and
MasterCard International Incorporated have contested the government's
allegations. Chase USA is unable to predict the effect of this lawsuit on
Chase USA's credit card business. An adverse decision against VISA U.S.A.,
Inc., VISA International Inc. and MasterCard International Incorporated, or
an adverse settlement of this litigation, could result in changes in the
current associations and the Bank's ability to issue both VISA and
MasterCard cards as well as cards of other competitors.
Tax Matters
The following is a general discussion of the material U.S. federal
income tax consequences relating to the purchase, ownership and disposition
of a certificate or note. Unless otherwise indicated, this summary deals
only with U.S. Certificate Owners and U.S. Note Owners, as defined below,
who acquire their certificates or notes at their original issue price in
the original issuance of those certificates or notes and who hold these
securities as capital assets.
This discussion is based on present provisions of the Internal
Revenue Code of 1986, as amended, the proposed, temporary and final
Treasury regulations promulgated under the tax code, and administrative
rulings or pronouncements and judicial decisions all as in effect on the
date of this prospectus and all of which are subject to change, possibly
with retroactive effect.
The discussion does not address all of the tax consequences that
may be relevant to a particular certificate owner or note owner in light of
that certificate owner or note owner's circumstances, nor does it discuss
the U.S. federal income tax consequences that may be relevant to some types
of certificate owners or note owners that are subject to special treatment
under the tax code, such as:
o dealers in securities or currencies;
o financial institutions;
o tax-exempt entities;
o life insurance companies;
o persons holding certificates or notes as a part of a
hedging, integrated, conversion or constructive sale
transaction or a straddle; or
o persons whose functional currency is not the U.S. dollar.
In addition, the following discussion does not consider the alternative
minimum tax consequences, if any, of the investment in the certificates or
notes, or the state, local or foreign tax consequences of the investment.
Each prospective certificate owner or note owner is urged to consult its
own tax advisor in determining the federal, state, local and foreign income
and any other tax consequences of the purchase, ownership and disposition
of a certificate or note.
Prospective investors should note that no ruling will be sought
from the IRS with respect to any of the U.S. federal income tax
consequences discussed in this prospectus and opinions of counsel, such as
those described below, are not binding on the IRS or the courts.
Consequently, no assurance can be given that the IRS will not take
positions contrary to those described below. In addition, the opinions of
Simpson Thacher & Bartlett described below are based upon the
representations and assumptions set forth in their opinions, including, but
not limited to, the assumption that all of the relevant parties will comply
with the terms of the Pooling and Servicing Agreement and the other related
documents. If those representations are inaccurate and/or the relevant
parties fail to comply with the terms of the Pooling and Servicing
Agreement or the other related documents, the conclusions of tax counsel
described in the opinions and the discussion of the U.S. federal income tax
consequences set forth in this prospectus may not be accurate.
For purposes of this discussion, the terms U.S. Certificate Owner
and U.S. Note Owner mean a beneficial owner of a certificate (other than a
Series Certificate) or note, respectively, that is:
o a citizen or resident of the United States;
o a corporation or partnership created or organized in the
United States or under the laws of the United States or any
political subdivision of the United States;
o an estate the income of which is subject to United States
federal income taxation regardless of its source; or
o a trust that is subject to the supervision of a court within
the United States and the control of a United States person
as described in section 7701(a)(30) of the tax code or that
has a valid election in effect under applicable U.S.
Treasury regulations to be treated as a United States
person.
For purposes of this discussion, the terms non-U.S. Certificate Owner and
non-U.S. Note Owner mean a beneficial owner of a certificate (other than a
Series Certificate) or a note, respectively, who is not a U.S. Certificate
Owner or U.S. Note Owner.
Tax Characterization of the Master Trust
Tax counsel is of the opinion that the master trust will not be
classified as an association or as a publicly traded partnership taxable as
a corporation for U.S. federal income tax purposes. However, as discussed
above, this opinion is not binding on the IRS and no assurance can be given
that this characterization will prevail. See "--Tax Considerations Relating
to Certificate Owners--Possible Alternative Characterizations" below.
Tax Considerations Relating to Certificate Owners
Tax Characterization of the Certificates as Debt
The Transferor will express in the Pooling and Servicing Agreement
its intent that the certificates (other than a Series Certificate) will be
treated as debt for all U.S. tax purposes. The Transferor, by entering into
the Pooling and Servicing Agreement, and each certificate owner, by the
acceptance of a beneficial interest in a certificate, will agree to treat
the certificates (other than a Series Certificate) as debt for U.S. tax
purposes. However, the Pooling and Servicing Agreement generally refers to
the transfer of receivables as a "transfer, assignment and conveyance," and
the Transferor will treat the Pooling and Servicing Agreement, for some
non-tax accounting purposes, as causing a transfer of an ownership interest
in the receivables and not as creating a debt obligation.
For U.S. federal income tax purposes, the economic substance of a
transaction often determines its tax consequences. The form of a
transaction, while a relevant factor, is generally not conclusive evidence
of the economic substance of the transaction. In appropriate circumstances,
the courts have allowed the IRS, as well as taxpayers, in more limited
circumstances, to treat a transaction in accordance with its economic
substance, as determined under U.S. federal income tax law, even though the
participants in the transaction have characterized it differently for
non-tax purposes. However, in a 1967 case, the courts substantially limited
the circumstances in which a taxpayer for tax purposes could ignore the
form of a transaction. Nevertheless, tax counsel has advised that, in a
properly presented case, this would not prevent a determination of the tax
characterization of the certificates based on the economic substance of the
transaction.
President Clinton's Fiscal 2000 Budget Proposal includes a
legislative proposal that would codify the 1967 rule if tax indifferent
parties are involved. The proposal would only apply to transactions entered
into on or after the date of first committee action. As currently drafted,
it is unclear whether the proposal would apply to securities such as the
certificates. It is impossible to predict whether the proposed legislation
will be enacted and, if so, in what form. Prospective investors should
consult their own tax advisors regarding the proposed legislation.
The determination of whether the economic substance of a purported
sale of an interest in property is, instead, a loan secured by such
transferred property has been made by the IRS and the courts on the basis
of numerous factors designed to determine whether the seller has
relinquished and the purchaser has obtained substantial incidents of
ownership in the transferred property. Among those factors, the primary
factors examined are whether the purchaser has the opportunity for gain if
the property increases in value and has the risk of loss if the property
decreases in value. Tax counsel is of the opinion that, although no
transaction closely comparable to that contemplated in this prospectus has
been the subject of any Treasury regulation, revenue ruling or judicial
decision, the certificates (other than a Series Certificate) will be
properly characterized as indebtedness for U.S. federal income tax
purposes. Except where indicated to the contrary, the discussion below
assumes that the certificates (other than a Series Certificate) will be
considered debt for U.S. federal income tax purposes.
Taxation of Interest Income on the Certificates
General. The Transferor intends to take the position that: a U.S.
Certificate Owner generally will include the stated interest on a
certificate in gross income at the time such interest income is received or
accrued in accordance with that U.S. Certificate Owner's regular method of
tax accounting. This conclusion is based on the Transferor's position that
the stated interest on a certificate is unconditionally payable.
Under the applicable Treasury regulations, the stated interest on
the certificates will be considered unconditionally payable only if the
terms and conditions of the certificates make the likelihood of late
payment or non-payment of the stated interest a remote contingency. Since
the master trust and the Master Trust Trustee will have no discretion to
withhold, delay or otherwise defer scheduled monthly payments of stated
interest on the certificates, provided the master trust has sufficient cash
on hand to allow the Master Trust Trustee to make those interest payments,
the Transferor believes that the late payment or non-payment of stated
interest on the certificates is a remote contingency.
If, however, the stated interest on the certificates is not
considered unconditionally payable, the stated interest on the certificates
will be considered original issue discount, and a U.S. Certificate Owner
will be required to include such stated interest in income, as original
issue discount, on a daily economic accrual basis regardless of that
person's regular method of tax accounting and in advance of receipt of the
cash related to such income.
In addition, if the stated interest on the certificates is not paid in full
on a Distribution Date, the certificates may at such time, and at all later
times, be considered to be issued with original issue discount and all U.S.
Certificate Owners would be required to include that stated interest in
income as original issue discount on an economic accrual basis.
Original Issue discount Obligations. Assuming that the stated
interest on the certificates is considered to be "unconditionally payable",
a series of certificates will not be considered to have been issued with
original issue discount unless (i) a substantial amount of such series of
certificates is sold, pursuant to the original issuance of such
certificates, to investors at a price that is less than the stated
principal amount of such certificates and (ii) the amount of such discount
exceeds a statutory de minimus amount of original issue discount. In this
case, the amount of such discount will be considered original issue
discount.
A U.S. Certificate Owner must include the amount of such original
issue discount in income on a daily economic accrual basis regardless of
such U.S. Certificate owner's method of accounting and in advance of the
receipt of the cash related to such income. A U.S. Certificate Owner will
not be required to include in income separately any payments received on
the certificates in respect of such original issue discount. If any series
of certificates is issued with original issue discount it will be disclosed
in the releant prospectus supplement.
Sale, Exchange or Retirement of Certificates
Upon a sale or other taxable exchange, retirement or disposition of a
certificate, a U.S. Certificate Owner will recognize gain or loss equal
to the difference between:
o the amount realized on that sale, exchange, retirement or
other disposition, less an amount equal to any accrued but
unpaid interest that the U.S. Certificate Owner has not
included in gross income previously, which will be taxable
as such, and
o the U.S. Certificate Owner's adjusted tax basis in such
certificate.
This gain or loss generally will be capital gain or loss and generally will
be considered long-term capital gain or loss if the U.S. Certificate Owner
held the certificate for more than one year at the time of the sale,
exchange, retirement or other disposition. The long-term capital gains of
individuals generally are eligible for reduced rates of taxation. Capital
losses generally may be used only to offset capital gains.
Possible Alternative Characterizations
Although, as described above, it is the opinion of tax counsel that
the certificates (other than a Series Certificate) will be properly
characterized as debt for U.S. federal income tax purposes, this opinion is
not binding on the IRS and, consequently, no assurance can be given that
this characterization will prevail. If the IRS were to contend successfully
that some or all of the certificates or any Collateral Interest were not
debt obligations for U.S. federal income tax purposes, all or a portion of
the master trust could be classified as a partnership or as a publicly
traded partnership taxable as a corporation for those purposes. No attempt
will be made to comply with any IRS reporting or other requirements that
would apply if all or a portion of the master trust were treated as a
partnership or as a corporation because in the opinion of tax counsel the
certificates (other than a Series Certificate) will be characterized as
debt for U.S. federal income tax purposes and any beneficial owner of an
interest in a Collateral Interest will agree to treat that interest as
debt.
If the master trust were treated in whole or in part as a
partnership, other than a publicly traded partnership taxable as a
corporation, for U.S. federal income tax purposes, such partnership would
not itself be subject to U.S. federal income tax. Rather, each item of
income, gain, loss and deduction of the partnership would be taken into
account directly in computing the taxable income of the Transferor, or the
beneficial owner of the Transferor Certificate, and any certificate owners
treated as partners in the partnership in accordance with their respective
partnership interests. The amount and timing of income reportable by any
certificate owners treated as partners in the partnership would likely
differ from that reportable by those certificate owners had they been
treated as owning debt. Moreover, unless the partnership were treated as
engaged in a trade or business, an individual's and, under some
circumstances, a trust's share of the expenses of the partnership would be
miscellaneous itemized deductions that, in the aggregate, would be allowed
as deductions only to the extent that they exceeded two percent of the
individual's adjusted gross income, and subject to reduction if the
individual's adjusted gross income exceeded specified limits. As a result,
in these circumstances, a certificate owner subject to these limitations
may be taxed on a greater amount of income than the interest payable on
that certificate owner's certificates. In addition, all or a portion of the
partnership's taxable income that is allocable to a certificate owner that
is a pension, profit sharing or employee benefit plan or other tax-exempt
entity, including an individual retirement account, may, under some
circumstances, constitute unrelated business taxable income, which
generally would be taxable to that certificate owner under the tax code.
Alternatively, if the master trust were treated in whole or in part
as a publicly traded partnership taxable as a corporation, the taxable
income of the master trust would be subject to U.S. federal income tax at
the applicable marginal corporate income tax rates applicable to that
income. This entity-level tax could result in reduced distributions to
certificate owners. In addition, the distributions from the master trust
would not be deductible in computing the taxable income of the deemed
corporation, except to the extent that any certificates were treated as
debt of the corporation, and distributions to the related certificate
owners were treated as payments of interest on the certificates.
Moreover, distributions to certificate owners not treated as holding debt
would be treated as dividends for U.S. federal income tax purposes to the
extent of the current and accumulated earnings and profits of the deemed
corporation.
Tax Considerations Relating to Note Owners
Tax Characterization of the Owner Trust
Tax counsel is of the opinion that no owner trust will be
classified as an association or as a publicly traded partnership taxable as
a corporation for U.S. tax purposes. However, as discussed above, this
opinion is not binding on the IRS and no assurance can be given that this
characterization will prevail. See "-- Possible Alternative
Characterizations--Alternative Characterizations Relating to the Notes"
below.
Tax Characterization of the Notes
The Transferor will express in the Indenture its intent that the
notes will be treated as debt for all U.S. tax purposes and, under the
terms of the Indenture and the related notes, the Transferor, and each note
owner, by the acceptance of a beneficial interest in a note, will agree to
treat each note as debt for such purposes. Tax counsel is of the opinion
that, although no transaction closely comparable to that contemplated in
this prospectus has been the subject of any Treasury regulation, revenue
ruling or judicial decision, the notes will be properly characterized as
indebtedness for U.S. tax purposes. Except where indicated to the contrary,
the discussion below assumes that the notes will be considered debt for
U.S. federal income tax purposes.
Taxation of Interest Income on the Notes
General. A U.S. Note Owner generally will include the stated interest
on a note in gross income at the time that interest income is received or
accrued in accordance with that person's regular method of tax accounting.
Original Issue Discount Obligations. A series of notes will not be
considered to have been issued with original issue discount unless (i) a
substantial amount of such series of notes is sold, pursuant to the
original issuance of such notes, to investors at a price that is less than
the stated principal amount of such notes and (ii) the amount of such
discount exceeds a statutory de minimus amount of original issue discount.
In this case, the amount of such discount will be considerd original issue
discount.
A U.S. Note Owner must include the amount of such original issue
discount in income on a daily economic accrual basis regardless of such U.S.
Note Owner's method of accounting and in advance of the receipt of the cash
related to such income. A U.S. Note Owner will not be required to include
in income separately any payments received on the notes in respect of such
original issue disount. If any series of notes is issued with original
issue discount it will be disclosed in the relevant prospectus suppllement.
Sale, Exchange or Retirement of Notes
Upon a sale or other taxable exchange, retirement or disposition of
a note, a U.S. Note Owner will recognize gain or loss equal to the
difference between:
o the amount realized on such sale, exchange, retirement or
other disposition, less an amount equal to any accrued but
unpaid interest which the U.S. Note Owner has not included
in gross income previously, which will be taxable as such,
and
o the U.S. Note Owner's adjusted tax basis in such note.
This gain or loss generally will be capital gain or loss and generally will
be long-term gain or loss if the U.S. Note Owner held the note for more
than one year at the time of such sale, exchange, retirement or other
disposition. The long-term capital gains of individuals generally are
eligible for reduced rates of taxation. Capital losses generally may be
used only to offset capital gains.
Possible Alternative Characterizations
Alternative Characterizations Relating to the Notes. Although, as
described above, it is the opinion of tax counsel that the notes will be
properly characterized as debt for U.S. federal income tax purposes, such
opinion is not binding on the IRS and no assurance can be given that this
characterization will prevail. If the IRS were to contend successfully that
some or all of the notes were not debt obligations for U.S. federal income
tax purposes, an owner trust could be classified either as a partnership or
as a publicly traded partnership taxable as a corporation for those
purposes. Because in the opinion of tax counsel the notes will be
characterized as debt for U.S. federal income tax purposes, no attempt will
be made to comply with any IRS reporting or other requirements that would
apply if an owner trust were treated as a partnership or as a publicly
traded partnership taxable as a corporation.
If an owner trust were treated as a partnership, other than as a
publicly traded partnership taxable as a corporation, for U.S. federal
income tax purposes, the partnership would not be subject to U.S. federal
income tax. Rather, each item of income, gain, loss and deduction of the
partnership would be taken into account directly in computing the taxable
income of the Transferor and any note owners treated as partners in the
partnership in accordance with their respective partnership interests. The
amount and timing of income reportable by any note owners treated as
partners in the partnership would likely differ from that reportable by
those note owners had they been treated as owning debt. Moreover, unless
the partnership were treated as engaged in a trade or business, an
individual's, and under some circumstances, a trust's share of the expenses
of such partnership would be miscellaneous itemized deductions that, in the
aggregate, would be allowed as deductions only to the extent that they
exceeded two percent of the individual's adjusted gross income, and subject
to reduction if the individual's adjusted gross income exceeded specified
limits. As a result, under these circumstances, a note owner subject to
these limitations may be taxed on a greater amount of income than the
interest payable on that note owner's notes. In addition, all or a portion
of any taxable income allocated to a note owner that is a pension, profit
sharing or employee benefit plan or other tax-exempt entity, including an
individual retirement account, may, under some circumstances, constitute
unrelated business taxable income, which generally would be taxable to such
note owner under the tax code.
Alternatively, if an owner trust were classified as a publicly
traded partnership taxable as a corporation, the taxable income of the
owner trust would be subject to U.S. federal income tax at the marginal
corporate income tax rates applicable to such income. This entity-level tax
could result in reduced distributions to note owners. In addition, the
distributions from the owner trust would not be deductible in computing the
taxable income of the deemed corporation, except to the extent that any
notes were treated as debt of that corporation and distributions to the
related note owners were treated as payments of interest thereon. Moreover,
distributions to note owners not treated as holding debt would be treated
as dividends for U.S. federal income tax purposes to the extent of the
current and accumulated earnings and profits of the deemed corporation.
Alternative Characterizations Relating to the Master Trust. If the
master trust were treated in whole or in part as a publicly traded
partnership taxable as a corporation, the taxable income of the master
trust would be subject to U.S. federal income tax at the marginal corporate
income rates applicable to such income. See "--Tax Considerations Relating
to Certificate Owners--Possible Alternative Characterizations" above. This
entity-level tax could result in reduced distributions to an owner trust
and, therefore, to note owners.
Non-U.S. Certificate Owners and Non-U.S. Note Owners
Assuming that all of the certificates and notes issued to non-U.S.
Certificate Owners and non-U.S. Note Owners are considered debt of the
Transferor for U.S. federal income tax purposes, under present U.S. federal
income and estate tax law, and subject to the discussion below concerning
backup withholding:
(a) no withholding of U.S. federal income tax will be required with
respect to the payment by the Transferor or any withholding agent of
principal or interest on a certificate or note owned by a non-U.S.
Certificate Owner or a non-U.S. Note Owner provided that:
o the beneficial owner does not actually or constructively own
10% or more of the total combined voting power of all
classes of stock of the Transferor entitled to vote within
the meaning of section 871(h)(3) of the tax code and the
Treasury regulations promulgated under the tax code;
o the beneficial owner is not a controlled foreign corporation
that is related to the Transferor through stock ownership;
o the beneficial owner is not a bank whose receipt of interest
on a certificate or note is described in section
881(c)(3)(A) of the tax code; and
o the beneficial owner satisfies the statement requirement set
forth in section 871(h) and section 881(c) of the tax code
and the Treasury regulations promulgated under the tax code;
and
(b) a certificate or note beneficially owned by an individual who
at the time of his or her death is a non-U.S. Certificate Owner or non-U.S.
Note Owner will not be subject to U.S. federal estate tax as a result of
such individual's death provided that:
o the individual does not actually or constructively own 10%
or more of the total combined voting power of all classes of
stock of the Transferor entitled to vote within the meaning
of section 871(h)(3) of the tax code, and
o the interest payments with respect to the certificate or
note would not have been, if received at the time of the
individual's death, effectively connected with the conduct
of a U.S. trade or business by the individual.
To satisfy the statement requirement referred to in paragraph (a)
above, the certificate owner or the note owner or a financial institution
holding the certificate or note on behalf of the owner, must provide, in
accordance with specified procedures, the Transferor or any withholding
agent with a statement to the effect that such certificate owner or note
owner is not a U.S. Certificate Owner or U.S. Note Owner. Currently, these
requirements will be met if:
o the certificate owner or note owner provides its name and
address, and certifies, under penalties of perjury, that it
is not a U.S. Certificate Owner or U.S. Note Owner, which
certification may be made on an IRS Form W-8 or successor
form, or
o a financial institution holding the certificate or note on
behalf of a certificate owner or note owner certifies, under
penalties of perjury, that the statement has been received
by it and furnishes any withholding agent with a copy.
Under recently finalized Treasury regulations, the statement requirement
also may be satisfied with other documentary evidence for interest paid
after December 31, 2000 to an offshore account or through some foreign
intermediaries.
If a non-U.S. Certificate Owner or non-U.S. Note Owner cannot
satisfy the requirements described in paragraph (a) above, payments of
interest made to that beneficial owner will be subject to a 30% withholding
tax unless that beneficial owner provides the Transferor or any withholding
agent with a properly executed:
o IRS Form 1001, or successor form, claiming an exemption
from, or a reduction in the rate of, that withholding tax
under the benefit of an applicable U.S. income tax treaty or
o IRS Form 4224, or successor form, stating that the interest
paid on the certificate or note is not subject to that
withholding tax because it is effectively connected with the
certificate owner's or note owner's conduct of a trade or
business in the United States.
Under recently finalized Treasury regulations, non-U.S. Certificate
Owners and non-U.S. Note Owners generally will be required to provide an
IRS Form W-8 in lieu of an IRS Form 1001 and IRS Form 4224, although
alternative documentation may be applicable in some
situations.
The non-U.S. Certificate Owner or non-U.S. Note Owner, although
exempt from the U.S. withholding tax discussed above, will be subject to
U.S. federal income tax on the interest on a net income basis in the same
manner as if it were a U.S. Certificate Owner or U.S. Note Owner if it is
engaged in a trade or business in the United States and the interest on its
certificates or notes is effectively connected with the conduct of that
trade or business.
In addition, if that non-U.S. Certificate Owner or non-U.S. Note Owner is a
foreign corporation, it may be subject to a U.S. branch profits tax equal
to 30% , or lower applicable treaty rate, of its effectively connected
earnings and profits for the taxable year, subject to adjustments. For this
purpose, the interest income will be included in such foreign corporation's
earnings and profits.
Any gain realized by a non-U.S. Certificate Owner or non-U.S. Note
Owner upon the sale, exchange, retirement or other disposition of a
certificate or note generally will not be subject to U.S. federal income or
withholding tax unless:
o the gain is effectively connected with a U.S. trade or
business of the non-U.S. Certificate Owner or non-U.S. Note
Owner in the United States,
o for a non-U.S. Certificate Owner or non-U.S. Note Owner who
is an individual, that individual is present in the United
States for 183 days or more in the taxable year of the sale,
exchange, retirement or other disposition, and other
conditions are met, or
o to the extent the gain is considered accrued but unpaid
interest, the requirements described above are not
satisfied.
If the certificates or notes were treated as an interest in a
partnership, other than a publicly traded partnership taxable as a
corporation, that recharacterization could cause a non-U.S. Certificate
Owner or non-U.S. Note Owner to be treated as engaged in a trade or
business in the United States. In that event, the non-U.S. Certificate
Owner or non-U.S. Note Owner would be required to file a U.S. federal
income tax return and, generally, would be subject to U.S. federal income
tax, including, for a non-U.S. Certificate Owner or non-U.S. Note Owner
that is a corporation, the U.S. branch profits tax, on its allocable share
of the net income from such partnership. Further, some withholding
obligations may apply with respect to partnership income that is allocable
to a non-U.S. Certificate Owner or non-U.S. Note Owner that is considered
to be a partner in the partnership. That withholding would be imposed at a
rate equal to the highest marginal U.S. federal income tax rate applicable
to the non-U.S. Certificate Owner or non-U.S. Note Owner. Alternatively, if
some or all of the certificates or notes were treated as equity interests
in a publicly traded partnership taxable as a corporation, the gross amount
of any related dividend distributions to a non-U.S. Certificate Owner or
non-U.S. Note Owner generally would be subject to U.S. withholding tax at
the rate of 30%, unless that rate were reduced under an applicable U.S.
income tax treaty. See "--Tax Considerations Relating to Certificate
Owners-- Possible Alternative Characterizations" and "-- Tax Considerations
Relating to Note Owners--Possible Alternative Characterizations" above.
Special rules may apply for non-U.S. Certificate Owners or non-U.S.
Note Owners who:
o have an office or other fixed place of business in the U.S.;
o are former U.S. citizens;
o are engaged in a banking, financing, insurance or similar
business in the U.S.; or
o are "controlled foreign corporations," "foreign personal
holding companies," "passive foreign investment companies"
or corporations that accumulate earnings in order to avoid
U.S. federal income tax.
These persons should consult their own U.S. tax advisors before investing
in the certificates or notes.
Information Reporting and Backup Withholding
In general, information reporting requirements will apply to some
payments of principal and interest paid on certificates or notes and to the
proceeds of the sale of a certificate or note made by U.S. Certificate
Owners or U.S. Note Owners other than some exempt recipients, such as
corporations. A 31% backup withholding tax will apply to those payments if
the U.S. Certificate Owner or U.S. Note Owner fails to provide a taxpayer
identification number or certification of exempt status or fails to report
in full dividend and interest income.
No information reporting or backup withholding will be required
with respect to payments made by the Transferor or any withholding agent to
a non-U.S. Certificate Owner or non-U.S. Note Owner if the statement
described above under "-- Non-U.S. Certificate Owners and Non-U.S. Note
Owners" has been received and the payor does not have knowledge that the
non-U.S. Certificate Owner or non-U.S. Note Owner is actually a U.S.
Certificate Owner or U.S. Note Owner.
In addition, backup withholding and information reporting will not
apply if payments of principal and interest on a certificate or note are
paid or collected by a foreign office of a custodian, nominee or other
foreign agent on behalf of a certificate owner or note owner or if a
foreign office of a broker, as defined in applicable Treasury regulations,
pays the proceeds of the sale of a certificate or note to the owner of that
security. If, however, the custodian, nominee, agent or broker is, for U.S.
federal income tax purposes:
o a United States person,
o a controlled foreign corporation,
o a foreign person that derives 50% or more of its gross
income for specified periods from the conduct of a trade or
business in the United States, or
o for taxable years beginning after December 31, 2000, a
foreign partnership in which one or more United States
persons, in the aggregate, own more than 50% of the income
or capital interests in the partnership or which is engaged
in a trade or business in the United States,
those payments will not be subject to backup withholding but will be subject
to information reporting, unless:
o that custodian, nominee, agent or broker has documentary
evidence in its records that the relevant certificate owner
or note owner is not a United States person and other
conditions are met, or
o the certificate owner or note owner otherwise establishes an
exemption.
Payments of principal and interest on a certificate or note paid to
the certificate owner or note owner by a United States office of a
custodian, nominee or agent, or the payment by the United States office of
a broker of the proceeds of sale of a certificate or note, will be subject
to both backup withholding and information reporting unless:
o the relevant certificate owner or note owner provides the
statement referred to above under "-- Non-U.S. Certificate
Owners and Non-U.S. Note Owners", and
o the payor does not have actual knowledge that the
certificate owner or note owner is actually a U.S.
Certificate Owner or U.S. Note Owner or the certificate
owner or note owner otherwise establishes an exemption.
Any amounts withheld under the backup withholding rules will be
allowed as a refund or a credit against a certificate owner's or note
owner's U.S. federal income tax liability provided the required information
is furnished to the IRS.
State and Local Taxation
The discussion above does not address the tax consequences of the
purchase, ownership or disposition of a certificate or note under any state
or local tax law. Each investor should consult its own tax advisor
regarding state and local tax consequences of purchasing, owning and
disposing of a certificate or note.
Employee Benefit Plan Considerations
ERISA and the tax code impose requirements on Plans and on the
Plans' fiduciaries. In accordance with ERISA's general fiduciary standards,
before investing in securities, a Plan fiduciary should determine, among
other factors, whether the investment:
o is permitted under the governing Plan;
o is appropriate for the Plan in view of its overall
investment policy and the composition and diversification of
its portfolio; and
o is prudent considering the factors discussed in this
prospectus.
ERISA and the tax code prohibit some transactions involving the
assets of a Plan and persons who are either "parties in interest" under
ERISA or "disqualified persons" under the tax code. Prohibited transactions
may generate excise taxes and other liabilities. Thus, a Plan fiduciary
considering an investment in the securities should also consider whether
the investment might constitute a prohibited transaction under ERISA or the
tax code.
Certain ERISA Considerations With Respect to Notes
Plans subject to the fiduciary and prohibited transactions rules of
ERISA and the tax code can purchase the notes subject to the considerations
and conditions discussed below.
Prohibited Transaction Considerations
Treatment of the Notes as Debt Instruments
Some transactions involving the operation of the owner trust could
give rise to prohibited transactions under ERISA and the tax code if the
assets of the owner trust were deemed to be assets of an investing Plan.
Generally, under an ERISA regulation, when a Plan acquires an "equity
interest" in an entity such as the owner trust, the Plan's assets include
both the equity interest and an undivided interest in each of the
underlying assets of the entity unless the exceptions set forth in the
regulation apply.
In general, an "equity interest" is defined under the regulation as
any interest in an entity other than an instrument which is treated as
indebtedness under applicable local law and which has no substantial equity
features. Although there is very little published authority concerning the
application of this definition, the Transferor believes that the notes
should be treated as debt rather than equity interests under the regulation
because the notes:
o should be treated as indebtedness under applicable local law
and debt, rather than equity, for U.S. tax purposes (see
"Tax Matters--Tax Considerations Relating to Note Owners"
above); and
o should not be deemed to have any "substantial equity
features."
Accordingly, the assets of the owner trust should not constitute Plan
assets subject to the fiduciary or prohibited transaction rules of ERISA or
the tax code.
Acquisition of Notes
If a Plan purchases notes and a person who has a relationship to
the owner trust, such as the Transferor, the servicer, any trustee, or
underwriters, or any of their affiliates, is also a "party in interest" or
a "disqualified person" with respect to the Plan, the purchase may be
prohibited under ERISA or the tax code, unless an exemption applies.
Accordingly, fiduciaries of a Plan considering an investment in the notes
should consult their own counsel concerning the propriety of the investment
prior to making the purchase.
In light of the foregoing, by acceptance of a note, each holder
will be deemed to have represented and warranted that either:
o the holder is not acquiring, or considered to be acquiring,
the note with the assets of a Plan; or
o no non-exempt prohibited transaction will occur as a result
of the acquisition and holding of the notes.
EACH PLAN FIDUCIARY SHOULD CONSULT WITH ITS COUNSEL REGARDING THE
POTENTIAL CONSEQUENCES UNDER ERISA, THE TAX CODE OR SIMILAR STATE LAW OF
THE ACQUISITION AND HOLDING OF THE NOTES.
Certain ERISA Considerations With Respect to Certificates
Prohibited Transaction Considerations
Treatment of Master Trust Assets as Plan Assets
Some transactions involving the operation of the master trust might
constitute prohibited transactions under ERISA and the tax code, if assets
of the master trust were deemed to be assets of an investing Plan. As noted
above, the ERISA regulation concerns whether or not a Plan's assets would
include an interest in the underlying assets of an entity (such as the
master trust) for purposes of the reporting and disclosure and fiduciary
responsibility provisions of ERISA. If assets of the master trust were
deemed to be assets of an investing Plan, any person who has discretionary
authority or control with respect to master trust assets will be a
fiduciary of the investing Plan. This fiduciary status would increase the
scope of activities which could be considered prohibited transactions under
ERISA and the tax code. Accordingly, if Plans invest in the master trust,
the master trust could be deemed to hold Plan assets unless one of the
exceptions contained in the ERISA regulation applies.
Exception for Insignificant Participation by Benefit Plan Investors
The ERISA regulation provides that the assets of an entity such as
the master trust will not be deemed to be Plan assets if equity
participation in the entity by "benefit plan investors" is not
"significant." Examples of benefit plan investors include employee welfare
benefit plans, some trusts or employee pension benefit plans and individual
retirement accounts. Equity participation in an entity by benefit plan
investors is not "significant" on any date if, immediately after the most
recent acquisition of any equity interests in the entity, less than 25% of
the value of each class of equity interests in the entity is held by
benefit plan investors. This less than 25% interest excludes the value of
any equity interests held by the Transferor, the Master Trust Trustee or
its affiliates. No monitoring or other measures will be taken to ensure
that the exception applies with respect to the master trust. No assurance
can be given as to whether the value of any class of equity interests in
the master trust held by benefit plan investors will be less than 25%, or
whether the value will remain below 25%.
Exception for Publicly Traded Securities
The ERISA regulation contains an exception which provides that if a
Plan acquires a "publicly-offered security," the issuer of the security is
not deemed to hold Plan assets solely by reason of such acquisition. A
publicly-offered security is a security that is:
o freely transferable;
o part of a class of securities that is owned by 100 or more
investors independent of the issuer and of one another; and
o either
- part of a class of securities registered under the
Securities Exchange Act of 1934; or
- sold to the Plan as part of an offering of securities
to the public under the Securities Act of 1933 and the
class of securities of which this security is a part is
registered under the Securities Exchange Act of 1934
within 120 days, or such later time as may be allowed by
the SEC, after the end of the fiscal year of the issuer
during which the offering of these securities to the
public occurred.
Although it is anticipated that the conditions of this exception
may be met with respect to some classes of the certificates, no assurance
can be given and no monitoring will be done.
Fiduciaries and other persons contemplating purchasing the
certificates on behalf of or with the assets of any Plan should consult
their own counsel concerning the consequences to the Plan of an investment
in the certificates, including the consequences to the Plan if the assets
of the master trust were to become subject to the fiduciary and prohibited
transactions rules of ERISA and the tax code.
Additional Considerations for Insurance Company General Accounts
In particular, insurance companies considering the purchase of
certificates of any series should consult their own employee benefits
counsel or other appropriate counsel with respect to the U.S. Supreme
Court's 1993 decision in which it was held that, under some circumstances,
assets held in an insurance company's general account may be deemed to be
assets of Plans that were issued policies supported by the general account.
In addition, insurance companies may wish to consult with their own counsel
regarding the Small Business Job Protection Act of 1996, which added a new
section of ERISA relating to the status of the assets of insurance company
general accounts under ERISA and a section of the tax code. This new
section provides that assets underlying general account policies issued
before December 31, 1998 will not be considered assets of a Plan to the
extent criteria set forth in DOL regulations are satisfied. This section
also requires the DOL to issue regulations establishing those criteria. On
December 22, 1997, the DOL published proposed regulations, called the
general account regulations, for this purpose. The general account
regulations provide that when a Plan acquires a transition policy issued by
an insurance company on or before December 31, 1998, which is supported by
assets of the insurance company's general account, the Plan's assets will
include the policy but not the underlying assets of the general account to
the extent the requirements set forth in the general account regulations
are satisfied. The general account regulations also require an independent
fiduciary who has the authority to manage the Plan's assets to expressly
authorize the acquisition of that transition policy. If adopted as
proposed, the general account regulations would not apply to any general
account policies issued after December 31, 1998. Accordingly, investors
should analyze whether the U.S. Supreme Court case, the relevant ERISA
section and the general account regulations may have an impact with respect
to their purchase of the certificates of any series.
In light of the foregoing, by acceptance of a certificate, each
holder will be deemed to have represented and warranted that either:
o the holder is not acquiring, or considered to be acquiring,
the certificate with the assets of a Plan; or
o no non-exempt prohibited transaction will occur as a result
of such acquisition and holding of the certificates.
Plan of Distribution
The Transferor may sell the securities offered by the prospectus:
o through underwriters or dealers,
o directly to one or more purchasers, or
o through agents.
The prospectus supplement for any offered series will set forth the
terms of the offering of the offered securities, including, without
limitation, the names of any underwriters, the purchase price of the
offered securities and the resulting proceeds to Chase USA, any
underwriting discounts and other items constituting underwriters'
compensation, the initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers.
The underwriters of any underwritten securities will purchase the
securities for their own account. The underwriters may sell any securities
they purchase in one or more transactions. Those sales may be transacted at
a fixed public offering price, or at varying prices to be determined at the
time of sale, which will be set forth or described in the prospectus
supplement for the offered securities.
If Chase USA sells any securities to dealers as principals, those
dealers may re-sell those securities to the public at varying prices set by
those dealers from time to time.
Chase USA also may sell securities through agents on a best-efforts
basis at varying prices.
Each underwriting agreement will provide that Chase USA, as
Transferor of the receivables, will indemnify the underwriters of the
offered securities against liabilities under the federal securities laws,
or contribute to any amounts the underwriters may be required to pay with
respect to such liabilities. Dealers and agents may also be entitled to
indemnification or contribution with respect to liabilities under the
federal securities laws.
Any underwriter will be permitted to engage in the following
transactions, to the extent permitted by Regulation M under the Securities
Exchange Act of 1934:
o Over-allotment transactions, which involve syndicate sales
in excess of the offering size creating a syndicate short
position;
o Stabilizing transactions, which permit bids to purchase the
offered securities so long as the stabilizing bids do not
exceed a specified maximum;
o Syndicate covering transactions, which involve purchases of
the offered securities in the open market after the
distribution has been completed in order to cover syndicate
short positions; and
o Penalty bids, which permit the underwriters to reclaim a
selling concession from a syndicate member when the offered
securities originally sold by the syndicate member are
purchased in a syndicate covering transaction.
Such over-allotment transactions, stabilizing transactions,
syndicate covering transactions and penalty bids may cause prices of the
offered securities to be higher than they would otherwise be in the absence
of such transactions. Neither the master trust nor any of the underwriters
represent that the underwriters will engage in any such transactions nor
that such transactions, once commenced, will not be discontinued without
notice.
This prospectus and the attached prospectus supplement may be used
by Chase Securities Inc., a wholly owned subsidiary of The Chase Manhattan
Corporation and an affiliate of Chase USA, in connection with offers and
sales related to market-making transactions in the offered securities.
Chase Securities Inc. may act as principal or agent in such transactions.
Such sales will be made at prices related to prevailing market prices at
the time of sale.
Legal Matters
Certain legal matters relating to the issuance of the securities
will be passed upon for the Transferor by Simpson Thacher & Bartlett, New
York, New York. Certain legal matters relating to the issuance of the
securities will be passed upon for the Underwriters by Skadden, Arps,
Slate, Meagher & Flom LLP, New York, New York. Helene L. Kaplan, of counsel
to Skadden, Arps, Slate, Meagher & Flom LLP, is a member of the Board of
Directors of The Chase Manhattan Bank and The Chase Manhattan Corporation
and owns _____ shares of CMC's common stock, with the associated rights
attached thereto, ________ units of CMC's common stock equivalents which
entitle the holder upon termination of service as a member of CMC's Board
of Directors to receive a cash payment for each unit equal to the fair
market value at that time of a share of CMC's common stock and __________
units of CMC's common stock equivalents which entitle the holder upon
termination of service as a member of CMC's Board of Directors to receive
an equal number of shares of CMC's common stock.
Reports to Securityholders
Unless and until Definitive Securities are issued, monthly and
annual reports, containing information concerning the applicable master
trust or owner trust and prepared by the servicer or the Administrator,
will be sent on behalf of the master trust or owner trust to Cede as
nominee of DTC and registered holder of the related securities. See
"Description of the Securities--Form of Your Securities--Book-Entry
Registration," "--Description of the Certificates--Reports to
Certificateholders" and "--Evidence as to Compliance." The reports will not
constitute financial statements prepared in accordance with generally
accepted accounting principles. The servicer does not intend to send any
financial reports of Chase USA or CMB to the securities owners. The
servicer will file with the SEC such periodic reports with respect to the
master trust and the owner trusts as are required under the Securities Exchange
Act of 1934 and the rules and regulations of the SEC under that Act.
Where You Can Find More Information
We filed a registration statement relating to the securities with
the SEC. This prospectus is part of the registration statement, but the
registration statement includes additional information.
All required annual, monthly and special SEC reports and other
information will be filed by the Transferor with respect to the master
trust or with respect to each owner trust.
You may read and copy any reports, statements or other information
we file at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You can request copies of these documents, upon
payment of a duplicating fee, by writing to the SEC. Please call the SEC at
(800) SEC-0330 for further information on the operation of the public
reference rooms. Our SEC filings are also available to the public on the
SEC Internet site (http://www.sec.gov).
The SEC allows us to "incorporate by reference" information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus. Information that we file later
with the SEC will automatically update the information in this prospectus.
In all cases, you should rely on the later information over different
information included in this prospectus or the related supplement. We
incorporate by reference any future annual, monthly and special SEC reports
and proxy materials filed by or on behalf of the master trust and any
related owner trust until we terminate our offering of the securities.
As a recipient of this prospectus, you may request a copy of any
document we incorporate by reference, except exhibits to the documents
(unless the exhibits are specifically incorporated by reference), at no
cost, by writing or calling us at: Comptroller of Chase USA, 802 Delaware
Avenue, Wilmington, Delaware 19801, (302) 575-5000.
Glossary of Terms For Prospectus
"Account" means each MasterCard and VISA credit card account
established under a credit card agreement between Chase USA and any person
and selected by Chase USA to have its receivables included in the master
trust including each Additional Account but excluding each Removed Account.
"Accumulation Period" means either a Controlled Accumulation Period
or a Rapid Accumulation Period during which principal collections are
accumulated in a Principal Funding Account for payment to
certificateholders on a scheduled payment date.
"Accumulation Period Reserve Account" means an Eligible Deposit
Account held for the benefit of the certificateholders of a series to be
funded to cover potential shortfalls resulting from the difference between:
o the amount of investment earnings on funds accumulated in
the Principal Funding Account during an Accumulation Period
and
o the amount of interest payments to be made to
certificateholders.
"Additional Account" means each MasterCard and VISA credit card
account selected by Chase USA to be included in the master trust as an
Account to have its receivables added to the master trust.
"Additional Interest" means interest on overdue Monthly Interest at
the rate specified in the related supplement.
"Administrator" means Chase USA as the administrator of an owner
trust under a Deposit and Administration Agreement.
"Amortization Period" means a Controlled Amortization Period, a
Principal Amortization Period or a Rapid Amortization Period.
"Bank Portfolio" means the portfolio of MasterCard and VISA
accounts owned by Chase USA.
"Cash Collateral Account" means an account securing a Cash Collateral
Guaranty.
"Cash Collateral Guaranty" means a guaranty secured by the deposit
of cash or permitted investments in a Cash Collateral Account reserved for
the beneficiaries of that Cash Collateral Guaranty.
"Cedelbank" means Cedelbank, societe anonyme, an institution
administering a book-entry settlement system for trading of securities in
Europe.
"Cedelbank Customers" means organizations participating in Cedelbank's
book-entry system.
"Chase USA" means Chase Manhattan Bank USA, National Association.
"Closing Date" means the date of issuance of a series.
"CMC" means The Chase Manhattan Corporation.
"Collateral Interest" means a subordinated interest in a series of
certificates, in an amount initially equal to the percentage of the
certificates of a series specified in the prospectus supplement for that
series.
"Collection Account" means an Eligible Deposit Account for the
benefit of the certificateholders into which the servicer deposits
collections on the receivables.
"Companion Series" means:
o a series which has been paired with a previously issued
series and has an Investor Interest that increases as the
Investor Interest of the previously issued series decreases;
or
o any series designated as a Companion Series in the related
Series Supplement.
"Controlled Accumulation Amount" means a designated amount
scheduled to be deposited in the Principal Funding Account on each Transfer
Date during the Controlled Accumulation Period as specified in the related
supplement.
"Controlled Accumulation Period" means a period:
o beginning on a date specified in the related supplement
after the Revolving Period and
o ending on the earliest of
- the start of the Rapid Accumulation Period,
- the start of the Rapid Amortization Period, and
- the Series Termination Date; and
during which collections of Principal Receivables up to the amount
specified in the related supplement are deposited monthly into the
Principal Funding Account.
"Controlled Amortization Amount" means a designated amount
scheduled to be paid on each Distribution Date during the Controlled
Amortization Period as specified in the related supplement.
"Controlled Amortization Period" means a period:
o beginning on a date specified in the related supplement and
o ending on the earlier of
- the start of the Rapid Amortization Period and
- the Series Termination Date; and
during which collections of Principal Receivables up to an amount specified
in the related supplement are paid to certificateholders on each
Distribution Date.
"Controlled Deposit Amount" means the amount to be deposited in the
Principal Funding Account on each Transfer Date during the Controlled
Accumulation Period to cover principal amounts due certificateholders on
each scheduled payment date equal to the sum of:
o the Controlled Accumulation Amount for that Transfer Date, and
o any remaining shortfall in the Controlled Deposit Amount for
any prior Distribution Date.
"Cooperative" means the Euro-clear Clearance System, S.C., a Belgian
cooperative corporation.
"Credit Enhancement" means any instrument, agreement or other
arrangement providing support for a series or class of securities. Credit
Enhancement may be in the form of:
o the subordination of one or more classes of the certificates
or the notes of a series,
o a letter of credit,
o cash collateral guaranty or account,
o a collateral interest,
o a surety bond,
o an insurance policy,
o a spread account,
o a reserve account,
o the use of cross support features,
o another method of Credit Enhancement described in the
related supplement, or
o any combination of the above.
"Credit Enhancement Percentage" means the percentage interest in the
receivables allocated to some credit enhancement providers.
"Cut-Off Date" means September 27, 1995.
"Defaulted Account" means an Account written off as uncollectible
by the servicer.
"Definitive Notes" means notes in fully registered, certificated form.
"Definitive Securities" means securities in fully registered,
certificated form.
"Deposit and Administration Agreement" means an agreement between
the Bank and an owner trust as specified in the related supplement under
which a Series Certificate is deposited with the owner trust and Chase USA
agrees to act as Administrator of the owner trust.
"Discount Option" means the Transferor's option to designate a
percentage - the Discount Percentage - of receivables in the master trust
that would otherwise be Principal Receivables, to be treated as Finance Charge
Receivables.
"Discount Option Receivables" means those receivables that
otherwise would have been treated as Principal Receivables that are to be
treated as Finance Charge Receivables at the option of Chase USA.
"Discount Percentage" means a specified fixed or variable percentage
as specified in the related supplement.
"Distribution Account" means an Eligible Deposit Account from which
distributions are made to certificateholders.
"Distribution Date" means each date specified in the related
supplement on which distributions of interest or principal are to be made
to certificateholders.
"DOL" means the U.S. Department of Labor.
"Eligible Account" means, as of the relevant Cut-Off Date, or, with
respect to Additional Accounts, as of their date of designation for
inclusion in the master trust, each Account owned by the Transferor:
o which was in existence and maintained with the Transferor;
o which is payable in United States dollars;
o the obligor of which has provided, as his or her most recent
billing address, an address located in the United States or
its territories or possessions;
o which has not been classified by the Transferor as
counterfeit, deleted, fraudulent, stolen or lost;
o which has either been originated by the Transferor or
acquired by the Transferor from other institutions; and
o which has not been charged off by the Transferor in its
customary and usual manner for charging off Accounts as of
the Cut-Off Date and, with respect to an Additional Account,
as of its date of designation for inclusion in the master
trust.
"Eligible Deposit Account" means either:
o a segregated bank account with an Eligible Institution or
o a segregated bank account with the corporate trust
department of a depository institution organized under the
laws of the United States or any state, including the
District of Columbia, or any domestic branch of a foreign
bank, and acting as a trustee for funds deposited in such
accounts, so long as any of the securities of such
depository institution has an investment grade rating from
each Rating Agency.
"Eligible Institution" means those financial institutions described
under "Description of the Securities--Description of the
Certificates--Master Trust Bank Accounts."
"Eligible Receivable" means each receivable:
o which has arisen under an Eligible Account;
o which was created in compliance, in all material respects,
with all requirements of law applicable to the Transferor,
and under the terms of a credit card agreement which
complies in all material respects with all requirements of
law applicable to the Transferor;
o with respect to which all consents, licenses or
authorizations of, or registrations with, any governmental
authority required to be obtained or given by the Transferor
in connection with the creation of a receivable or the
execution, delivery, creation and performance by the
Transferor of the related credit card agreement have been
duly obtained or given and are in full force and effect as
of the date of the creation of the receivable;
o as to which, at the time of its creation, the Transferor or
the master trust has good title free and clear of all liens
and security interests arising under or through the
Transferor, other than some tax liens for taxes not then due
or which the Transferor is contesting;
o which is the legal, valid and binding payment obligation of
the obligor under the receivable, legally enforceable
against that obligor in accordance with its terms, subject
to some bankruptcy-related exceptions; and
o which constitutes an "account" or "general intangible" under
Article 9 of the UCC as then in effect in the State of
Delaware.
"Enhancement Invested Amount" means a subordinated investor
interest in cash flows in respect of the receivables to the extent
described in the related supplement.
"Euroclear Participants" means participants of the Euroclear System.
"Events of Default" means, with respect to the notes, those events
described under "Description of the Securities--Description of the
Notes--The Indentures--Events of Default: Rights Upon Event of Default."
"Excess Funding Account" means the Eligible Deposit Account for the
benefit of the certificateholders in which principal collections are held
as collateral if the Transferor Interest is less than the Minimum Transferor
Interest.
"Finance Charge Account" means a bank account held for the benefit
of the certificateholders in which the servicer will deposit collections of
finance charge receivables allocated to the certificateholders.
"Finance Charge Receivables" means periodic finance charges and
other amounts charged in respect of some credit card fees, including cash
advance fees, late fees and annual membership fees plus the amount of any
Discount Option Receivables.
"Funding Period" means with respect to any pre-funded series,
the period:
o beginning on the Closing Date and ending on a specified date
before an Amortization Period or an Accumulation Period
begins and
o during which the aggregate amount of Principal Receivables
in the Master Trust may be less than the aggregate principal
amount of the certificates of the related series and an
amount is held in a Pre-Funding Account for the benefit of
the certificateholders.
"Group" means each series specified in the related supplement to be
included in any group.
"Indenture" means an agreement between a Chase credit card owner
trust and the applicable Indenture Trustee under which notes are issued.
"Indenture Trustee" means the trustee acting on behalf of the
noteholders under an Indenture.
"Interchange" means fees received by creditors participating in the
VISA and MasterCard associations as partial compensation for taking credit
risk, absorbing fraud losses, and funding receivables for a limited period
prior to initial billing.
"Interest Funding Account" means an Eligible Deposit Account for
the benefit of the certificateholders in which amounts to be paid to
certificateholders as interest will be deposited on a monthly basis, if
interest payments are made to certificateholders less frequently than
monthly.
"Investor Charge-Off" means, for any Monthly Period, and for
any series:
o the amount by which the sum of (w) related Monthly Interest,
(x) overdue Monthly Interest, (y) any Additional Interest,
and (z) the accrued and unpaid Investor Servicing Fees
payable from collections of Finance Charge Receivables, the
Investor Default Amount and any other required fees exceeds
o amounts available to pay those amounts out of collections of
Finance Charge Receivables, available credit enhancement
amounts, if any, and other sources specified in the related
supplement, if any, but not more than the Investor Default
Amount.
"Investor Default Amount" means, for any Monthly Period, the
product of:
o the Investor Percentage with respect to that Monthly Period,
and
o the aggregate amount of Principal Receivables in Defaulted
Accounts for that Monthly Period.
"Investor Interest" means the aggregate principal amount of the
interest of the certificateholders in a series as specified in the related
supplement.
"Investor Percentage" means each of the varying percentages used to
allocate to a series receivables in Defaulted Accounts and collections of
Finance Charge Receivables and collections of Principal Receivables.
"Investor Servicing Fee" means the servicing fee allocable to the
Investor Interest of a series, as specified in the related supplement.
"Master Trust Portfolio" means the portfolio of MasterCard and VISA
accounts selected from the Bank Portfolio to be Accounts designated to have
their receivables included in the master trust.
"Minimum Aggregate Principal Receivables" means an amount equal to:
o the sum of the numerators used to calculate the Investor
Percentages for the allocation of collections of Principal
Receivables for each series outstanding minus
o the amount on deposit in the Excess Funding Account;
provided, that the Minimum Aggregate Principal Receivables may be reduced to
a lesser amount at any time if the Rating Agency Condition is satisfied.
"Minimum Transferor Interest" means, for any period, 7% of the sum of:
o the average Principal Receivables for that period, and
o the amount on deposit in each of the Excess Funding Account,
the Principal Funding Account and any other bank account
specified in the Pooling and Servicing Agreement or any
Series Supplement;
provided, however, that Chase USA may reduce the Minimum Transferor
Interest to not less than 2% of the sum of the amounts specified above upon
satisfaction of the Rating Agency Condition and other conditions set forth
in the Pooling and Servicing Agreement.
"Monthly Interest" means interest accrued for a specified month for
any series or class.
"Monthly Period" means a calendar month, except that the first
Monthly Period for any series:
o begins on the Closing Date for that series and
o ends on the last day of the calendar month before the month
in which the first Distribution Date occurs for that series.
"Non-U.S. Certificate Owner" means a beneficial owner of a
certificate other than a U.S. Certificate Owner.
"Non-U.S. Note Owner" means a beneficial owner of a note other than
a U.S. Note Owner.
"Note Maturity Date" means the final Payment Date on which payments
are to be made to the noteholders of a series.
"Note Rate" means the interest rate per annum applicable for any
series or class of notes.
"Owner Trustee" means the trustee of an owner trust identified in
the related supplement.
"Participations" means undivided interests in a pool of assets
primarily consisting of receivables arising under consumer revolving credit
card accounts owned by the Transferor.
"Payment Date" means the dates specified in the related supplement
on which distributions of interest or principal are to be made to
noteholders.
"Pay Out Event" means, for any series of certificates issued by
the master trust, any of the events identified in the related supplement
and any of the events described under "Description of the
Securities--Description of the Certificates--Pay Out Events."
"Paying Agent" means The Chase Manhattan Bank.
"Plan" means:
o an employee benefit plan within the meaning of Section 3(3)
of ERISA;
o a plan within the meaning of Section 4975 of the tax code; or
o any entity which may be deemed to hold the assets of any of
those plans under ERISA or the regulations promulgated under
ERISA (including, without limitation, an insurance company
general account).
"Pooling and Servicing Agreement" means the Second Amended and
Restated Pooling and Servicing Agreement, dated as of September 1, 1996,
among the Transferor, the servicer and the Master Trust Trustee, as amended
from time to time.
"Portfolio Yield" means, with respect to any series for any Monthly
Period, the annualized percentage equivalent of a fraction:
o the numerator of which is the sum of collections of Finance
Charge Receivables, investment earnings on amounts in the
Principal Funding Account -- net of investment expenses and
losses -- and amounts withdrawn from the Accumulation Period
Reserve Account deposited into the Finance Charge Account
for that Monthly Period, calculated on a cash basis after
subtracting the Investor Default Amount for that Monthly
Period, and
o the denominator of which is the Investor Interest as of the
close of business on the last day of that Monthly Period.
"Pre-Funding Account" means a bank account:
o established with the Master Trust Trustee for the benefit of
certificateholders of a series and
o in which is deposited the difference between the aggregate
amount of principal receivables allocable to that series and
the aggregate outstanding principal amount of the
certificates of that series.
"Principal Account" means a bank account held for the benefit of
the certificateholders in which the servicer will deposit collections of
principal receivables allocated to the certificateholders.
"Principal Amortization Period" means a period:
o beginning on the date specified in the related supplement and
o ending on the earlier of
- the start of the Rapid Amortization Period and
- the Series Termination Date; and
during which collections of Principal Receivables allocable to the Investor
Interest of a series and other amounts specified in the related supplement
will be used on each Distribution Date to make principal distributions to
the certificateholders of that series or any class then scheduled to
receive principal distributions.
"Principal Commencement Date" means the date on which principal
payments on the securities of a series are scheduled to begin.
"Principal Funding Account" means an Eligible Deposit Account held
for the benefit of the certificateholders of a series with an Accumulation
Period in which collections of principal receivables are accumulated. At
the end of the Accumulation Period, the amount in this account will be paid
to certificateholders of the related class or series.
"Principal Receivables" means receivables that consist of amounts
charged by cardholders for:
o goods and services,
o cash advances, and
o consolidation or transfer of balances from other credit cards,
less the amount of any Discount Option Receivables.
"Program Office" means The Chase Manhattan Corporation's Year 2000
Enterprise Program Office.
"Rapid Accumulation Event" means an event specified in the related
supplement that would cause a Rapid Accumulation Period to commence.
"Rapid Accumulation Period" means a period:
o beginning when a Rapid Accumulation Event occurs or at such
other time as is specified in the related supplement and
o ending on the earliest of
- the start of the Rapid Amortization Period,
- payment in full of the Investor Interest of the
certificates of that series and
- the related Series Termination Date; and
during which collections of Principal Receivables allocable to a series
will be deposited on each Transfer Date into the Principal Funding Account
and used to pay principal to the certificateholders of that series or class
on the scheduled payment date.
"Rapid Amortization Period" means a period:
o beginning on the day a Pay Out Event occurs or such other
date as may be specified in the related supplement and
o ending on the earlier of
- the date on which the Investor Interest of the
certificates of that series have been paid in full or
- the related Series Termination Date; and
during which collections of Principal Receivables allocable to a series
will be paid on each Distribution Date to the certificateholders of that
series.
"Rating Agency Condition" means the notification in writing by each
Rating Agency that a proposed action will not result in that Rating Agency
reducing or withdrawing its then-existing rating of the investor
certificates of any outstanding series or class with respect to which it is
a Rating Agency.
"Record Date" means the date specified in the related supplement as
of which a certificateholder must be the registered holder of a certificate
to receive a payment on the following Distribution Date.
"Recoveries" means amounts received by the servicer with respect to
charged-off accounts in the Bank Portfolio.
"Removed Accounts" means Accounts designated by the Transferor to
have their receivables conveyed from the master trust to the Transferor and
which no longer constitute
Accounts.
"Reserve Account" means a bank account established to provide
support for a series or one or more classes of securities. This type of
account may be funded by an initial cash deposit or any other method
provided in the related supplement.
"Revolving Period" means, with respect to any series, a period:
o beginning on the Closing Date and
o ending when an Accumulation Period or Amortization Period
begins; and
during which collections of Principal Receivables allocable to that series
are generally not paid to certificateholders or accumulated but are
generally paid to the Transferor.
"Series Certificate" means a Series Certificate issued by the master
trust and deposited in an owner trust.
"Series Supplement" means the supplement to the Pooling and
Servicing Agreement relating to a particular series.
"Series Termination Date" means for any series the earliest to
occur of:
o the Distribution Date on which the Investor Interest has
been paid in full;
o the final Distribution Date on which principal and interest
with respect to a series is scheduled to be paid as
described in the related supplement; and
o the Trust Termination Date.
"Servicer Default" means any failure of the servicer under the
Pooling and Servicing Agreement and any Series Supplement:
o to perform its duties or fulfill its obligations (each, a
"breach") and
o to cure the breach within a specified period of time,
including any grace period, after discovery or notice of the
breach.
See "--Description of the Securities--Description of the
Certificates--Servicer Default" for a description of the specific events
that could result in a Servicer Default."
"Spread Account" means an account providing support for a series or
one or more classes of securities by the periodic deposit in that account
of available excess cash flow from the master trust assets.
"Tax Opinion" means an opinion of counsel to the effect that, for
federal income tax purposes:
o an issuance will not adversely affect the tax
characterization as debt of certificates of any outstanding
series or class that were characterized as debt at the time
of their issuance;
o following the issuance, the master trust will not be deemed
to be an association, or publicly traded partnership,
taxable as a corporation; and
o the issuance will not cause or constitute an event in which
gain or loss would be recognized by any certificateholder or
the master trust.
"Transfer Date" means the business day immediately prior to a
Distribution Date.
"Transferor" means:
o with respect to the period before June 1, 1996, CMB
(formerly known as Chemical Bank), and
o with respect to the period beginning on June 1, 1996, Chase USA.
"Transferor Certificate" means the certificate that represents the
Transferor Interest in the master trust.
"Transferor Interest" means the aggregate principal amount of the
interest of the Transferor in the master trust.
"Transferor Percentage" means the percentage of receivables in
Defaulted Accounts and collections of Finance Charge Receivables and
collections of Principal Receivables allocated to the holder of the
Transferor Certificate equal to 100% minus the sum of the applicable
Investor Percentages for all series of certificates then outstanding.
"Trust Termination Date" means the earliest of:
o the day after the Distribution Date on which the aggregate
Investor Interest and Enhancement Invested Amount or
Collateral Interest, if any, with respect to each series
outstanding is zero;
o August 31, 2016; or
o if the Receivables are sold, disposed of or liquidated after
an insolvency event occurs, immediately after that sale,
disposition or liquidation.
"UCC" means the Uniform Commercial Code as in effect in the
jurisdiction where Chase USA is located.
"U.S. Certificate Owner" means a beneficial owner of a certificate
(other than a Series Certificate) described under "Tax Matters--General."
"U.S. Note Owner" means a beneficial owner of a note described
under "Tax Matters--General."
"U.S. Person" means a person described under "Description of the
Securities--Form of Securities--Certain U.S. Federal Income Tax
Documentation Procedures relating to Global Securities."
"Year 2000 Core Team" means The Chase Manhattan Corporation's
management team overseeing the Year 2000 compliance process.
[FLAG]
The information in this prospectus supplement and prospectus is not
complete and may be changed. We cannot sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. Neither this prospectus supplement nor the prospectus is an
offer to sell these securities and it is not soliciting an offer to buy
these securities in any state where the offer
or sale is not permitted.
SUBJECT TO COMPLETION, DATED AUGUST 25, 1999
PROSPECTUS SUPPLEMENT TO PROSPECTUS, DATED ________, 1999
CHASE CREDIT CARD MASTER TRUST
Issuer
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, Transferor
THE CHASE MANHATTAN BANK, Servicer
$__________ CLASS A FLOATING RATE ASSET BACKED CERTIFICATES, SERIES 1999-_
$__________ CLASS B FLOATING RATE ASSET BACKED CERTIFICATES, SERIES 1999-_
<TABLE>
<CAPTION>
Class A Certificates Class B Certificates
<S> <C> <C>
Principal Amount $___________________ $___________________
Price $__________ (______%) $__________ (______%)
Underwriters' Commissions $__________ (______%) $__________ (______%)
Proceeds to the Issuer $__________ (______%) $__________ (______%)
Certificate Rate one-month LIBOR + one-month LIBOR +
____% p.a. ___% p.a.
Interest Payment Dates monthly on the 15th monthly on the 15th
First Interest Payment Date _________, 1999 ______, 1999
Scheduled Principal Payment _______ ________
Date distribution date distribution date
</TABLE>
THE CLASS B CERTIFICATES ARE SUBORDINATED TO THE CLASS A CERTIFICATES.
These securities are interests in Chase Credit Card Master Trust and are
backed only by the assets of the trust. Neither these securities nor the
assets of the trust are obligations of Chase Manhattan Bank USA, N.A., The
Chase Manhattan Bank or any of their affiliates, or obligations insured by
the FDIC.
These securities are highly structured. Before you purchase these
securities, be sure you understand the structure and the risks. See "Risk
Factors" beginning on page S-11 of this prospectus supplement.
WE HAVE APPLIED TO HAVE THE SECURITIES LISTED ON THE LUXEMBOURG STOCK
EXCHANGE.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE
ADEQUACY OR ACCURACY OF THE DISCLOSURES IN THIS SUPPLEMENT AND THE ATTACHED
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The underwriters of each class of certificates have agreed to purchase
those certificates, subject to the terms and conditions in the underwriting
agreement.
Underwriters of the Class A certificates
CHASE SECURITIES INC.
Underwriter of the Class B certificates
CHASE SECURITIES INC.
The date of this Prospectus Supplement is __________, 1999.
TABLE OF CONTENTS
PAGE
WHERE TO FIND INFORMATION IN THESE DOCUMENTS............................S-3
SUMMARY OF TERMS........................................................S-4
STRUCTURAL SUMMARY......................................................S-5
The Series 1999-_ Certificates .........................................S-5
Chase Credit Card Master Trust..........................................S-5
Scheduled Principal Payments and
Potential Later Payments ......................................S-6
Minimum Yield on the Receivables;
Possible Early Principal
Repayment of Series 1999-_ ....................................S-7
Tax Status of Class A, Class B and Chase
Credit Card Master Trust ......................................S-7
ERISA Considerations ...................................................S-8
Mailing Address and Telephone Number
of Principal Executive Offices ................................S-8
RISK FACTORS...........................................................S-11
CHASE CREDIT CARD MASTER TRUST PORTFOLIO...............................S-17
General .....................................................S-17
Delinquency and Loss Experience........................................S-17
Characteristics of Receivables Portfolio...............................S-18
MATURITY CONSIDERATIONS................................................S-22
Controlled Accumulation................................................S-22
Rapid Amortization Period..............................................S-23
Historical Payment Rates...............................................S-23
RECEIVABLE YIELD CONSIDERATIONS........................................S-24
USE OF PROCEEDS........................................................S-25
DESCRIPTION OF THE CERTIFICATES........................................S-26
General .....................................................S-26
Interest Allocations...................................................S-26
Principal Allocations..................................................S-27
Controlled Accumulation Period.........................................S-28
Rapid Amortization Period..............................................S-28
Allocation Percentages.................................................S-29
Application of Collections.............................................S-30
Excess Spread .....................................................S-31
Reallocation of Cash Flows....................................S-37
Shared Excess Finance Charge
Collections...................................................S-37
Shared Principal Collections...........................................S-37
Required Collateral Interest...........................................S-38
Defaulted Receivables..................................................S-38
Principal Funding Account..............................................S-39
Reserve Account .....................................................S-40
Pay Out Events .....................................................S-41
Servicing Fees and Expenses............................................S-44
Certificateholder Reports..............................................S-44
LISTING AND GENERAL INFORMATION........................................S-45
ERISA Considerations .........................................S-46
Class A Certificates..........................................S-46
Class B Certificates..........................................S-47
Consultation with Counsel.....................................S-48
UNDERWRITING...........................................................S-49
OTHER SERIES ISSUED AND OUTSTANDING....................................S-51
GLOSSARY OF TERMS FOR PROSPECTUS SUPPLEMENT............................S-62
WHERE TO FIND INFORMATION IN THESE DOCUMENTS
The attached prospectus provides general information about Chase
Credit Card Master Trust, including terms and conditions that are generally
applicable to the securities issued by the trust. The specific terms of
Series 1999-_ are described in this supplement.
This supplement begins with several introductory sections
describing your series and Chase Credit Card Master Trust in abbreviated
form:
o Summary of Terms provides important amounts, dates and other
terms of your series;
o Structural Summary gives a brief introduction to the key
structural features of your series and directions for
locating further information;
o Selected Master Trust Portfolio Summary Data gives certain
financial information about the assets of the trust; and
o Risk Factors describes risks that apply to your series.
As you read through these sections, cross-references will direct
you to more detailed descriptions in the attached prospectus and elsewhere
in this supplement. You can also directly reference key topics by looking
at the table of contents pages in this supplement and the attached
prospectus.
This prospectus supplement and the attached prospectus may be used
by Chase Securities Inc., an affiliate of Chase Manhattan Bank USA, N.A.
and The Chase Manhattan Bank and a subsidiary of The Chase Manhattan
Corporation, in connection with offers and sales related to market-making
transactions in the certificates offered by this supplement and the
attached prospectus. Chase Securities Inc. may act as principal or agent in
such transactions. Such sales will be made at prices related to prevailing
market prices at the time of sale.
You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the prospectus. We have not
authorized anyone to provide you with different information.
We are not offering these certificates in any state where the
offer is not permitted.
We do not make any representation as to the accuracy of the
information in this prospectus supplement and the prospectus as of any date
other than the dates stated on their respective covers.
TO UNDERSTAND THE STRUCTURE AND TERMS OF THESE SECURITIES, YOU MUST READ
CAREFULLY THE ATTACHED PROSPECTUS AND THIS SUPPLEMENT IN THEIR ENTIRETY.
SUMMARY OF TERMS
Transferor: Chase Manhattan Bank USA, National Association--
"Chase USA"
Servicer: The Chase Manhattan Bank--"Chase Bank"
Trustee: The Bank of New York
Pricing Date: _________, 1999
Closing Date: _________, 1999
Clearance and Settlement: DTC/Cedelbank/Euroclear
Master Trust Assets: receivables originated in VISA and MasterCard
accounts, including recoveries on charged-off
receivables and fees payable by VISA and
MasterCard to Chase USA
Series Structure: Amount % of Total Series
Class A $___________ __%
Class B $___________ __%
Collateral Interest $___________ __%
Annual Servicing Fee: __%
<TABLE>
<CAPTION>
CLASS A CLASS B
<S> <C> <C>
Credit Enhancement: subordination of Class B subordination of collateral
and the collateral interest interest
Interest Rate: one-month LIBOR + __% one-month LIBOR + __%
p.a. p.a.
Interest Accrual Method: actual/360 actual/360
Interest Payment Dates: monthly (15th) monthly (15th)
Interest Rate Index Reset Date: 2 business days before each 2 business days before each
interest payment date interest payment date
First Interest Payment Date: ______, 1999 ______, 1999
Scheduled Principal Payment Date: ______ distribution date _______ distribution date
Commencement of Controlled Last day of ________ N/A
Accumulation Period
(subject to adjustment):
Series 1999-_ Legal Final Maturity: ________distribution date ________distribution date
Application for Exchange Listing: Luxembourg Luxembourg
CUSIP Number:
ISIN:
Common Code:
Anticipated Ratings:
(Moody's/S&P/Fitch IBCA) Aaa/AAA/AAA A2/A/A
</TABLE>
STRUCTURAL SUMMARY
This summary briefly describes certain major structural components
of Series 1999-_. To fully understand the terms of Series 1999-_ you will
need to read both this supplement and the attached prospectus in their
entirety.
THE SERIES 1999-_ CERTIFICATES
Your certificates represent the right to a portion of collections on the
underlying Chase Credit Card Master Trust assets. Your certificates will
also be allocated a portion of net losses on receivables, if any. Any
collections allocated to your series will be used to make interest or
principal payments, to pay a portion of the fees of Chase Bank as servicer
and to cover net losses allocated to your series. Any collections allocated
to your series in excess of the amount owed to you or Chase Bank as
servicer will be shared with other series of certificates issued by the
trust, or returned to Chase USA. In no case will you receive more than the
principal and interest owed to you under the terms described in this
supplement.
For further information on allocations and payments, see "Description of
the Certificates--Allocation Percentages" and "--Application of
Collections" in this supplement. For further information about the
receivables supporting your certificates, see "Chase Credit Card Master
Trust Portfolio" and "Receivable Yield Considerations" in this supplement.
For a more detailed discussion of the certificates, see "Description of the
Certificates" in this supplement.
AVAILABLE CREDIT ENHANCEMENT
Your certificates feature credit enhancement by means of the subordination
of other interests, which is intended to protect you from net losses and
shortfalls in cash flow. Credit enhancement is provided to Class A by the
following:
o subordination of Class B; and
o subordination of the collateral interest.
Credit enhancement is provided to Class B by the following:
o subordination of the collateral interest.
The effect of subordination is that the more subordinated interests will
absorb any net losses allocated to Series 1999-_, and make up any
shortfalls in cash flow, before the more senior interests are affected. On
the closing date the collateral interest will be $__________, or _% of
Series 1999-_. If the cash flow and any subordinated interest do not cover
all net losses allocated to Series 1999-_, your payments of interest and
principal will be reduced and you may suffer a loss of principal.
For a description of the subordination of Class B to Class A, see "Risk
Factors--Class B Bears Losses Before Class A" and "Description of the
Certificates--Subordination" in this supplement. For a discussion of
losses, see "Description of the Certificates--Defaulted Receivables" in
this supplement. See "Risk Factors" in this supplement for more detailed
discussions of the risks of investing in Series 1999-_.
CHASE CREDIT CARD MASTER TRUST
Your series is one of twenty-one outstanding series issued by the trust.
The trust is maintained by the trustee for the benefit of:
o certificateholders of Series 1999-_;
o certificateholders of other series issued by the trust;
o providers of credit enhancements for Series 1999-_ and other
series issued by the trust; and
o Chase USA.
Each series has a claim to a fixed dollar amount of Chase Credit Card
Master Trust's assets, regardless of the total amount of receivables in the
trust at any time. Chase USA holds the remaining claim to Chase Credit Card
Master Trust's assets, which fluctuates with the total amount of
receivables in the trust. Chase USA, as the holder of that remainder, has
the right to purchase the outstanding Series 1999-_ certificates at any
time when the outstanding amount of the Series 1999-_ certificateholders'
interest in Chase Credit Card Master Trust is less than 5% of the original
amount of that interest.
For more information on Chase Credit Card Master Trust's assets, see "Chase
Credit Card Master Trust Portfolio" and "Receivable Yield Considerations"
in this supplement and "Chase USA's Credit Card Activities" and "The
Receivables" in the attached prospectus.
SCHEDULED PRINCIPAL PAYMENTS AND POTENTIAL LATER PAYMENTS
Chase Credit Card Master Trust expects to pay the entire principal amount
of Class A in one payment on the ________ distribution date, and the entire
principal amount of Class B in one payment on the ________ distribution
date. In order to accumulate the funds to pay Class A on its scheduled
payment date, the trust will accumulate principal collections in a
principal funding account. The trust will deposit funds into the principal
funding account during a "controlled accumulation period." The length of
the controlled accumulation period may be as long as twelve months, but
will be shortened if Chase USA expects that a shorter period will suffice
for the accumulation of the Class A payment amount. The accumulation period
will end on the scheduled payment date for Class A, when the funds on
deposit in the principal funding account will be paid to Class A.
If Class A is not fully repaid on its scheduled payment date, Class A will
begin to amortize by means of monthly payments of all principal collections
allocated to Series 1999-_ until it is fully repaid.
After Class A is fully repaid the trust will use principal collections
allocated to Series 1999-_ to repay Class B. Because of the relatively
small principal payment required to repay Class B, the trust expects to pay
the Class B principal in full in one month. If Class B is not fully repaid
on its scheduled payment date, Class B will begin to amortize by means of
monthly payments of all principal collections allocated to Series 1999-_
after Class A is fully repaid.
For more information on scheduled principal payments, the controlled
accumulation period and Class B principal payments, see "Maturity
Considerations" and "Description of the Certificates--Principal
Allocations," "--Controlled Accumulation Period" and "--Application of
Collections--Payments of Principal" in this supplement and "Description of
the Securities--Description of the Certificates--Principal Allocations" in
the attached prospectus.
Prior to the commencement of an accumulation or amortization period for
Series 1999-_, principal collections will be paid to Chase USA or shared
with other series that are amortizing or in an accumulation period.
MINIMUM YIELD ON THE RECEIVABLES; POSSIBLE EARLY PRINCIPAL REPAYMENT OF
SERIES 1999-_
Class A or Class B may be repaid earlier than its scheduled principal
repayment date if collections on the underlying receivables, together with
other amounts available for payment to securityholders, are too low. The
minimum amount that must be available for payment to Series 1999-_ in any
month, referred to as the base rate, is the sum of the interest payable to
Class A, the interest payable to Class B and the interest payable to the
holder of the collateral interest, in each case for the related interest
period, plus the servicing fee for the related month. If the average trust
portfolio yield for Series 1999-_less net charge-offs for any three
consecutive months is less than the average base rate for the same three
consecutive months, a "pay out event" will occur with respect to Series
1999-_ and the trust will commence a rapid amortization of Series 1999-_,
and holders of Series 1999-_ certificates will receive principal payments
earlier than the scheduled principal repayment date.
Series 1999-_ is also subject to several other pay out events, which could
cause Series 1999-_ to amortize, and which are summarized under the heading
"Description of the Certificates--Pay Out Events" in this supplement. If
Series 1999-_ begins to amortize, Class A will receive monthly payments of
principal until it is fully repaid; Class B will then receive monthly
payments of principal until it is fully repaid. In that event, your
certificates may be repaid prior to the scheduled payment date.
The final payment of principal and interest will be made no later than the
________ distribution date, which is the Series 1999-_ final payment date.
For more information on pay out events, the portfolio yield and base rate,
early principal repayment and rapid amortization, see "Maturity
Considerations," "Description of the Certificates--Principal Allocations"
and "--Pay Out Events" in this supplement and "Description of the
Securities--Description of the Certificates--Principal Allocations" and
"--Final Payment of Principal; Series Termination" in the attached
prospectus.
TAX STATUS OF CLASS A, CLASS B AND CHASE CREDIT CARD MASTER TRUST
Simpson Thacher & Bartlett, tax counsel to Chase USA, is of the opinion
that:
o under existing law the Class A and Class B certificates will be
characterized as debt for U.S. federal income tax purposes; and
o Chase Credit Card Master Trust will not be an association or
publicly traded partnership taxable as a corporation for U.S.
federal income tax purposes.
For further information regarding the application of U.S. federal income
tax laws, see "Tax Matters" in the attached prospectus.
ERISA CONSIDERATIONS
Class A Certificates: The underwriters anticipate that the Class A
certificates will meet the criteria for treatment as "publicly-offered
securities." If so, subject to important considerations described under
"ERISA Considerations" in this prospectus supplement and "Employee Benefit
Plan Considerations" in the attached prospectus, the Class A certificates
will be eligible for purchase by persons investing assets of employee
benefit plans or individual retirement accounts.
Class B Certificates: Pension plans and other investors subject to ERISA
cannot acquire Class B certificates. Prohibited investors include:
o "employee benefit plans" as defined in section 3(3) of ERISA;
o any "plan" as defined in section 4975 of the U.S. Internal
Revenue Code; and
o any entity whose underlying assets may be deemed to include "plan
assets" under ERISA by reason of any such plan's investment in
the entity, including insurance company general accounts.
By purchasing any Class B certificates, you certify that you are not within
any of those categories.
For further information regarding the application of ERISA, see "ERISA
Considerations" in this supplement and "Employee Benefit Plan
Considerations" in the attached prospectus.
MAILING ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES
The mailing address of Chase Manhattan Bank USA, National Association is
802 Delaware Avenue, Wilmington, Delaware 19801, and the telephone number
is (302) 575-5000.
SELECTED MASTER TRUST PORTFOLIO SUMMARY DATA
The chart below shows the geographic distribution of the receivables in the
trust portfolio among the 50 states and the District of Columbia. Other
than the states specifically shown in the chart, no state accounts for more
than 5% of receivables in the trust portfolio.
[GRAPHIC OMITTED]
[Pie chart describing the "Geographic Distribution of Receivables in the
Master Trust Portfolio as of July 1, 1999." The chart indicates that the
geographic distribution of the Receivables is as follows: (i) 13.4% in
California, (ii) 13.2% in New York, (iii) 7.5% in Texas, (iv) 6.6% in
Florida, (v) 5.4% in New Jersey and (vi) 53.9% of the receivables
distributed among the remaining states.]
The chart below shows the percentages of the receivables in the trust
portfolio arising under accounts within the age brackets shown.
[GRAPHIC OMITTED]
The chart below shows the Master Trust Yield, payment rate and net
charge-off rate for the trust portfolio for each month from January 1997 to
June 1999.
[GRAPHIC OMITTED]
"Master trust yield" for any month means the total amount of collected
finance charges and interchange charges allocated to Chase Credit Card
Master Trust for the month, expressed as a percentage of total outstanding
principal receivables at the beginning of the month.
The "payment rate" for any month is the total amount collected on
receivables during the month, including recoveries on previously
charged-off receivables, expressed as a percentage of total outstanding
receivables at the beginning of the month.
The amount of "net charge-offs" for any month is the amount of charged-off
receivables recorded in the month, net of any recoveries from earlier
charge-offs on receivables in the trust portfolio, expressed as a
percentage of total outstanding principal receivables at the beginning of
the month.
RISK FACTORS
The following is a summary of all material risks that apply to an
investment in the certificates. The remainder of this supplement and the
attached prospectus provide much more detailed information about these
risks. You should consider the following risk factors in light of your
investment strategy in deciding whether to purchase the certificates.
YOU MAY RECEIVE PRINCIPAL If the average trust net yield allocated
PAYMENTS EARLIER OR LATER to Series 1999-__ - called portfolio
THAN THE SCHEDULED PRINCIPAL yield - for any three consecutive months
PAYMENT DATE IF THE PORTFOLIO is less than the amount of interest
YIELD IS REDUCED payable on the certificates for the
related interest period, plus the
servicing fee for the series averaged
for the same three months, a pay out
event will occur for your series. The
trust then will commence a rapid
amortization of your certificates, and
holders of Series 1999- certificates
will receive principal payments earlier
than the scheduled principal payment
date. Additionally, if principal
collections on receivables allocated to
other series are available for
application to a rapid amortization of
your certificates, a rapid amortization
may be substantially shortened. Because
of the potential for early repayment if
the portfolio yield on the receivables
falls below the minimum amount, any
circumstances that tend to reduce the
portfolio yield increase the risk of
early repayment of your certificates.
The following four factors could result
in reduced portfolio yield:
CHASE USA MAY CHANGE THE Chase USA will transfer to the trust
TERMS AND CONDITIONS OF THE receivables arising under specified
ACCOUNTS credit card accounts, but Chase USA will
continue to own those accounts. As the
owner of those accounts, Chase USA
retains the right to change various
terms and conditions of those accounts,
including finance charges and other fees
it charges and the required minimum
monthly payment. Chase USA may change
the terms of the accounts to maintain
its competitive position in the credit
card industry. Changes in the terms of
the accounts may reduce the amount of
receivables arising under the accounts,
reduce the amount of collections on
those receivables, or otherwise alter
payment patterns. See "Description of
the Securities--Description of the
Certificates--Addition of Master Trust
Assets" and "Chase USA's Credit Card
Activities--Billing and Payments" in the
attached prospectus.
SECURITIES INTEREST RATE AND Finance charges on some of the accounts
RECEIVABLES INTEREST RATEMAY in the trust accrue at a variable rate
RESET AT DIFFERENT TIMES above a stated prime rate or other index
under the terms of the agreement with
the cardholder. The certificate rate of
your certificate is based on LIBOR.
Changes in LIBOR might not be reflected
in the prime rate or other index,
resulting in a higher or lower spread,
or difference, between the amount of
collections of finance charge
receivables on the accounts and the
amounts of interest payable on your
certificates and other amounts required
to be funded out of collections of
finance charge receivables.
Finance charges on some of the accounts
in the trust accrue at a fixed rate. If
LIBOR increases, the interest payments
on your certificates and other amounts
required to be funded out of collections
of finance charge receivables will
increase, while the amount of
collections of finance charge
receivables on the accounts will remain
the same unless and until the fixed
rates on the accounts are reset.
A decrease in the spread between
collections of finance charge
receivables and those allocated to make
interest payments on your certificates
could reduce the portfolio yield and
increase the risk of early repayment of
your certificates as described above.
CHANGES TO CONSUMER Federal and state consumer protection
PROTECTION LAWS MAY laws regulate the creation and
IMPEDE CHASE'S enforcement of consumer loans, including
COLLECTION EFFORTS credit card accounts and receivables.
Changes or additions to those
regulations could make it more difficult
for the servicer of the receivables to
collect payments on the receivables or
reduce the finance charges and other
fees that we can charge on credit card
account balances, resulting in reduced
collections. See "Description of the
Securities--Description of the
Certificates--Pay Out Events" in the
attached prospectus.
Receivables that do not comply with
consumer protection laws may not be
valid or enforceable in accordance with
their terms against the obligors on
those receivables. Chase USA makes
representations and warranties relating
to the validity and enforceability of
the receivables in the trust. No other
party will make any examination of the
receivables or the related records for
the purpose of determining the presence
or absence of defects, compliance with
representations and warranties, or for
any other purpose. The only remedy if
any of Chase USA's representations or
warranties is violated, and the
violation continues beyond the period of
time allowed to correct the violation,
is that Chase USA must accept
reassignment of the receivables affected
by the violation. See "Certain Legal
Aspects of the
Receivables--Consumer Protection Laws"
in the attached prospectus.
CARDHOLDERS MAY MAKE The receivables transferred to the trust
PRINCIPAL PAYMENTS AT may be repaid by cardholders at any
ANY TIME time. We cannot assure the creation of
additional receivables in the trust's
accounts or that any particular pattern
of cardholder payments will occur. A
significant decline in the amount of new
receivables generated by the accounts in
the trust could result in reduced
amounts of collections in the trust
portfolio and could increase the risk of
early repayment of your certificates as
described above. See "Maturity
Considerations" in this supplement.
ALLOCATIONS OF CHARGED-OFF CMB as servicer will write off the
RECEIVABLES COULD REDUCE receivables arising in accounts in the
PAYMENTS TO YOU trust portfolio if the receivables
become uncollectible or are otherwise
more than 180 days past due. Your series
will be allocated a portion of these
charged-off receivables. If the amount
of charged-off receivables allocated to
your series exceeds the amount of funds
available for reimbursement of those
charge-offs, you may suffer a loss in
the repayment of your principal. See
"Chase Credit Card Master Trust
Portfolio--Delinquency and Loss
Experience" and "Description of the
Certificates--Reallocation of Cash
Flows," "--Application of Collections"
and "--Defaulted Receivables" in this
supplement.
ISSUANCE OF ADDITIONAL SERIES BY Chase Credit Card Master Trust, as a
THE MASTER TRUST MAY AFFECT THE trust, may issue series of certificates
TIMING OF PAYMENTS TO YOU from time to time. The trust may issue
additional series of certificates with
terms that are different from your
series without your prior review or
consent. It is a condition to the
issuance of each new series that each
rating agency that has rated an
outstanding series confirm in writing
that the issuance of the new series will
not result in a reduction or withdrawal
of its rating of any class of any
outstanding series. The rating agency
confirmation will be based primarily on
the trust's ability to pay principal by
the legal final maturity date and
interest on each payment date, but the
rating agency will not consider how the
terms of a new series could affect the
timing and amounts of payments on your
series. See "Description of the
Securities--Description of the
Certificates--Issuing New Series of
Certificates" in the attached
prospectus.
CHASE USA MAY ADD ACCOUNTS In addition to the accounts already
WITH DIFFERENT TERMS TO designated for the trust, Chase USA is
THE MASTER TRUST PORTFOLIO permitted to designate additional
accounts for the trust portfolio and to
transfer the receivables in those
accounts to the trust. Any new accounts
and receivables may have different terms
and conditions than the accounts and
receivables already in the trust - such
as higher or lower fees or interest
rates, or longer or shorter principal
allocation terms. Credit card accounts
purchased by Chase USA may be included
as additional accounts if conditions in
the pooling and servicing agreement are
satisfied. Credit card accounts
purchased by Chase USA will have been
created using the account originator's
underwriting criteria, not those used by
Chase USA. The account originator's
underwriting criteria may be more or
less stringent than those of Chase USA.
The new accounts and receivables may
produce higher or lower collections or
charge-offs over time than the accounts
and receivables already in the trust and
could tend to reduce the amount of
collections allocated to your series.
See "Description of the
Securities--Description of the
Certificates--Addition of Master Trust
Assets" in the attached prospectus.
CHASE USA MAY NOT BE ABLE TO If Chase USA's percentage interest in
ADD NEW ACCOUNTS WHEN RE- the accounts of the trust falls to 7% or
QUIRED UNDER THE POOLING AND less, Chase USA will be required to
SERVICING AGREEMENT maintain that level by designating
additional accounts for the trust
portfolio and transferring the
receivables in those accounts to the
trust. Chase USA may not have any
additional accounts to add at that time.
If Chase USA fails to add accounts when
required, a "pay out event" will occur
and you could receive payment of
principal sooner than you expected. See
"Description of the
Securities--Description of the
Certificates--Addition of Master Trust
Assets" in the attached prospectus.
INSOLVENCY OR BANKRUPTCY OF Chase USA accounts for the transfer of
CHASE USA COULD RESULT IN receivables to the trust as a sale.
ACCELERATED, DELAYED OR However, a court could conclude that
REDUCED PAYMENTS TO YOU Chase USA still owns the receivables and
that the trust holds only a security
interest. If a court concludes that the
transfer to the trust is only a grant of
a security interest in the receivables,
a tax or government lien on our property
arising before new receivables come into
existence may have priority over the
trust's interests in those receivables.
See "Certain Legal Aspects of the
Receivables--Transfer of Receivables"
and "Description of the
Securities--Description of the
Certificates--Chase USA's
Representations and Warranties" in the
attached prospectus.
Chase USA is chartered as a national
banking association and is subject to
regulation and supervision by the Office
of the Comptroller of the Currency. If
Chase USA becomes insolvent or is in an
unsound condition, the Comptroller is
authorized to appoint the FDIC as
receiver. Under such circumstances, the
FDIC could:
o require the trustee to go through an
administrative claims procedure to
establish its right to payments
collected on the receivables in the
trust;
o request a stay of proceedings with
respect to the trust's claims
against Chase USA; or
o repudiate the pooling and servicing
agreement and limit the master
trust's resulting claim against the
receivables to "actual direct
compensatory damages" measured as of
the date of receivership. See
"Certain Legal Aspects of the
Receivables--Certain Matters
Relating to Receivership" in the
attached prospectus.
If the FDIC were to take any of those
actions payments on your certificates
could be delayed and possibly reduced.
If a conservator or receiver were
appointed for Chase USA, then a "pay out
event" would occur for all outstanding
series. Under the terms of the pooling
and servicing agreement new principal
receivables would not be transferred to
the trust and the trustee would sell the
receivables unless holders of more than
50% of the investor interest of each
class of outstanding certificates gave
the trustee other instructions. The
trust would then terminate earlier than
was planned and you could have a loss if
the sale of the receivables produced
insufficient net proceeds to pay you in
full. The conservator or receiver may
nonetheless have the power:
o regardless of the terms of the
pooling and servicing agreement:
o to prevent the beginning of a
rapid amortization period,
o to prevent the early sale of the
receivables and termination of
the trust or
o to require new principal
receivables to continue being
transferred to the trust; or
o regardless of your instructions,
o to require the early sale of the
receivables,
o to require termination of the
trust and retirement of the
certificates or
o to prohibit the continued
transfer of principal
receivables to the trust.
In addition, if the servicer defaults on
its obligations under the pooling and
servicing agreement solely because a
conservator or receiver is appointed for
it, the conservator or receiver might
have the power to prevent either the
trustee or the holders of securities
issued by the trust from appointing a
new servicer under the pooling and
servicing agreement. See "Certain Legal
Aspects of the Receivables--Certain
Matters Relating to Receivership" in the
attached prospectus.
YOU WILL HAVE LIMITED CONTROL You will not have the right to vote to
OF MASTER TRUST ACTIONS direct the trustee to take any actions
other than the right to vote to declare
a pay out event or a servicer default.
YOU MAY NOT BE ABLE TO RESELL The underwriters may assist in resales
YOUR CERTIFICATES of any class of the certificates but
they are not required to do so. A
secondary market for your certificates
may not develop. If a secondary market
does develop, it might not continue or
it might not be sufficiently liquid to
allow you to resell your certificates.
CLASS B BEARS LOSSES BEFORE Class B is subordinated to Class A.
CLASS A Principal allocations to Class B will
not begin until Class A has been paid in
full. If principal collections allocated
to your series are reallocated to make
interest allocations, the full amount of
Class B principal may not be repaid. If
receivables had to be sold, the net
proceeds of that sale available to pay
principal on the certificates would be
paid first to Class A before any
remaining net proceeds would be
available for payments due to Class B.
CHASE CREDIT CARD MASTER TRUST PORTFOLIO
Defined terms are indicated by boldface type. Both the attached
prospectus and this supplement contain a glossary of important terms, where
definitions can be found.
GENERAL
The assets of the trust include credit card receivables generated
through accounts that Chase USA has designated as trust accounts. The trust
accounts are accounts designated when the trust was established and
additional accounts that have been designated since that time. Chase USA is
permitted to add accounts, and at times is required to add accounts, to the
trust. Chase USA can remove accounts from the trust if the conditions to
removal are satisfied. As a result, the composition of the trust is
expected to change over time. See "The Receivables" in the attached
prospectus for a general description of the receivables in the trust.
DELINQUENCY AND LOSS EXPERIENCE
The following table provides you with delinquency experience for
the MASTER TRUST PORTFOLIO as of the indicated dates. Number of Days
Delinquent means the number of days after the first billing date following
the original billing date; for example, 30 days delinquent means that the
minimum payment was not received within 60 days of the original billing
date. Delinquencies are calculated as a percentage of outstanding
receivables as of the end of the indicated month.
<TABLE>
<CAPTION>
DELINQUENCY EXPERIENCE
MASTER TRUST PORTFOLIO
(DOLLAR AMOUNTS IN MILLIONS)
AS OF JUNE 30, AS OF DECEMBER 31,
--------------------------------------------------------------------
1999 1998 1997 1996
--------------------- ----------------------- ---------------------- ----------------------
PERCENTAGE
OF TOTAL PERCENTAGE PERCENTAGE PERCENTAGE
NUMBER OF DAYS DELINQUENT RECEIVABLES DELINQUENT OF TOTAL DELINQUENT OF TOTAL DELINQUENT OF TOTAL
DELINQUENT AMOUNT DELINQUENT AMOUNT RECEIVABLES AMOUNT RECEIVABLES AMOUNT RECEIVABLES
- ------------------- ---------- ---------- ----------- ----------- ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
30 to 59 Days...... $231 1.25% $264 1.49% $238 1.67% $244 1.73%
60 to 89 Days...... 156 0.85 177 1.00 166 1.17 169 1.21
90 Days or More.... 328 1.77 369 2.08 328 2.31 335 2.38
------ ---------- ---------- ----------- ---------- ---------- ---------- -----------
TOTAL......... $715 3.87% $810 4.57% $732 5.15% $748 5.32%
====== ========== ========== =========== ========== ========== ========== ===========
</TABLE>
The following table provides you with loss experience for the
MASTER TRUST PORTFOLIO for the indicated periods. Average Principal
Receivables Outstanding is the average of the beginning of the month
balance of trust PRINCIPAL RECEIVABLES outstanding during the indicated
period. Gross Charge-Offs shown include only the principal portion of
charged-off receivables and exclude charges relating to changes in Chase
USA's charge-off policies. Also excluded from Gross Charge-Offs is the
amount of any reductions in Average Principal Receivables Outstanding due
to fraud, returned goods or customer disputes. The percentage reflected for
the six months ended June 30, 1999 is an annualized figure.
<TABLE>
<CAPTION>
LOSS EXPERIENCE
MASTER TRUST PORTFOLIO
(DOLLAR AMOUNTS IN MILLIONS)
SIX MONTHS ENDED YEAR ENDED DECEMBER 31,
JUNE 30, -----------------------------------------------
1999 1998 1997 1996
----------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
Average Principal Receivables Outstanding..... $17,761 $15,658 $13,394 $8,787
Gross Charge-Offs............................. 571 1,109 1,109 588
Recoveries.................................... 40 84 75 53
Net Charge-Offs............................... 531 1,025 941 535
Net Charge-Offs as a Percentage of Average
Principal Receivables Outstanding.......... 5.98% 6.55% 7.03% 6.09%
</TABLE>
As of June 30, 1999, accounts 60 or more days delinquent were
2.62% of total receivables compared with 3.08% as of December 31, 1998.
Accounts 60 or more days delinquent were 3.59% and 3.48% of total
receivables as of December 31, 1996 and 1997, respectively. Delinquencies
are a leading indicator of future charge-offs.
For the six month period ended June 30, 1999, net charge-offs as a
percentage of average principal receivables outstanding were 5.98% compared
with 6.55% for the year ended December 31, 1998. Delinquencies and
charge-offs depend on a variety of factors, including:
o general economic conditions and trends in consumer bankruptcy
filings,
o the availability of other sources of credit, and
o seasonal variations in consumer spending and borrowing patterns.
We attribute the general decrease in delinquencies since December
31, 1996, and charge-offs since December 31, 1997 to the following factors:
o Improving general economic conditions reduced the number of
consumers that were unable to make the minimum payments on
their accounts.
o We took steps to improve account management techniques and
made significant investments in decision support
technology. These steps include implementing refined credit
scoring models, improved collection techniques, enhanced
credit line management and underwriting.
Net charge-offs as a percentage of average principal receivables
outstanding were 6.09%, 7.03% and 6.55% for the years ended December 31,
1996, 1997 and 1998, respectively. The increase in 1997 and 1998, when
compared with 1996 reflects, among other factors, higher levels of personal
bankruptcies during 1997 and 1998.
CHARACTERISTICS OF RECEIVABLES PORTFOLIO
The receivables and the accounts in the MASTER TRUST PORTFOLIO, as
of the beginning of the day on July 1, 1999:
o included approximately $18.0 billion of PRINCIPAL
RECEIVABLES and $0.5 billion of FINANCE CHARGE RECEIVABLES;
o had an average principal receivables balance of $1,551;
o had an average credit limit of $7,043, of which the average
principal receivables balance represented approximately
23%;
o represented approximately 58% of aggregate receivables in
the BANK PORTFOLIO;
o had an average age of 80 months;
o had billing addresses in all 50 states and the District of
Columbia;
o approximately 64% were standard accounts, representing
approximately 61% of outstanding PRINCIPAL RECEIVABLES
balances; and
o approximately 36% were premium accounts, representing
approximately 39% of outstanding PRINCIPAL RECEIVABLES
balances.
The following tables summarize characteristics of the MASTER TRUST
PORTFOLIO as of the beginning of the day on July 1, 1999. Because the
composition of the MASTER TRUST PORTFOLIO may change in the future, these
tables are not necessarily indicative of the composition of the MASTER
TRUST PORTFOLIO at any subsequent time.
<TABLE>
<CAPTION>
COMPOSITION BY ACCOUNT BALANCE
MASTER TRUST PORTFOLIO
PERCENTAGE OF PERCENTAGE OF
NUMBER OF TOTAL NUMBER RECEIVABLES TOTAL
ACCOUNT BALANCE ACCOUNTS OF ACCOUNTS OUTSTANDING RECEIVABLES
- ---------------------------------------------- ------------ ------------- ------------------- -------------
<S> <C> <C> <C> <C>
Credit Balance................................ 145,444 1.25% $ (18,009,406) (0.10)%
No Balance.................................... 5,012,613 43.17 0 0.00
$0.01 to $1,500.00............................ 3,090,165 26.61 1,483,679,418 8.03
$1,500.01 to $5,000.00........................ 1,967,067 16.94 5,867,161,035 31.74
$5,000.01 to $10,000.00....................... 1,184,869 10.20 8,615,066,192 46.61
$10,000.01 to $20,000.00...................... 210,695 1.81 2,489,524,758 13.47
Over $20,000.00............................... 1,770 0.02 45,625,461 0.25
------------ ------------- ------------------- -------------
TOTAL.................................... 11,612,623 100.00% $18,483,047,458 100.00%
============ ============= =================== =============
</TABLE>
<TABLE>
<CAPTION>
COMPOSITION BY CREDIT LIMIT
MASTER TRUST PORTFOLIO
PERCENTAGE OF PERCENTAGE OF
NUMBER OF TOTAL NUMBER RECEIVABLES TOTAL
CREDIT LIMIT ACCOUNTS OF ACCOUNTS OUTSTANDING RECEIVABLES
- ------------------------------------------- ----------- ------------- ------------------- --------------
<C> <C> <C> <C> <C>
$0.00...................................... 8,186 0.07% $ 49,565 0.00%
$0.01 to $1,500.00......................... 903,255 7.78 463,450,119 2.51
$1,500.01 to $5,000.00..................... 3,135,230 27.00 3,181,545,584 17.21
$5,000.01 to $10,000.00.................... 5,889,439 50.71 9,788,561,283 52.96
Over $10,000.00............................ 1,676,513 14.44 5,049,440,907 27.32
----------- ------------- ------------------ --------------
TOTAL................................. 11,612,623 100.00% $ 18,483,047,458 100.00%
=========== ============= =================== ==============
</TABLE>
<TABLE>
<CAPTION>
COMPOSITION BY PERIOD OF DELINQUENCY
MASTER TRUST PORTFOLIO
PERCENTAGE
OF PERCENTAGE OF
NUMBER OF TOTAL NUMBER RECEIVABLES TOTAL
PAYMENT STATUS ACCOUNTS OF ACCOUNTS OUTSTANDING RECEIVABLES
- --------------------------------------------- ------------- ------------ ------------------- --------------
<S> <C> <C> <C> <C>
Current...................................... 11,208,389 96.52% $ 16,981,336,608 91.88%
1 to 29 days delinquent...................... 235,921 2.03 785,870,780 4.25
30 to 59 days delinquent..................... 62,563 0.54 231,494,875 1.25
60 to 89 days delinquent..................... 36,796 0.32 156,372,895 0.85
90 days delinquent or more................... 68,954 0.59 327,972,300 1.77
------------ ------------ ------------------- --------------
TOTAL................................... 11,612,623 100.00% $ 18,483,047,458 100.00%
============ ============ =================== ==============
</TABLE>
In the Composition by Account Seasoning table below, account age
is determined by the number of months elapsed since the account was
originally opened, except that for some accounts converted from standard to
premium accounts, account age is determined by the number of months since
the account was
converted.
<TABLE>
<CAPTION>
COMPOSITION BY ACCOUNT SEASONING
MASTER TRUST PORTFOLIO
PERCENTAGE OF PERCENTAGE OF
NUMBER OF TOTAL NUMBER RECEIVABLES TOTAL
ACCOUNT AGE ACCOUNTS OF ACCOUNTS OUTSTANDING RECEIVABLES
- -------------------------------- -------------- ---------------- ---------------- -------------
<S> <C> <C> <C> <C>
Not More than 6 Months.......... 50,995 0.44% $ 106,556,062 0.58%
Over 6 Months to 12 Months...... 255,022 2.20 471,372,072 2.55
Over 12 Months to 24 Months..... 1,274,780 10.98 1,770,432,927 9.58
Over 24 Months to 36 Months..... 1,852,655 15.96 2,406,416,562 13.02
Over 36 Months to 48 Months..... 1,528,743 13.16 2.025,721,035 10.96
Over 48 Months to 60 Months..... 1,156,707 9.96 2,232,859,123 12.08
Over 60 Months to 120 Months.... 3,169,474 27.29 5,419,994,636 29.32
Over 120 Months................. 2,324,247 20.01 $ 4,049,695,041 21.91
-------------- ---------------- ---------------- -------------
TOTAL 11,612,623 100.00% $ 18,483,047,458 100.00%
============== ================ ================ =============
</TABLE>
<TABLE>
<CAPTION>
GEOGRAPHIC DISTRIBUTION OF ACCOUNTS
MASTER TRUST PORTFOLIO
PERCENTAGE OF PERCENTAGE OF
NUMBER OF TOTAL NUMBER RECEIVABLES TOTAL
STATE ACCOUNTS OF ACCOUNTS OUTSTANDING RECEIVABLES
- ----------------------------------------------- ---------- -------------- ---------------- --------------
<S> <C> <C> <C> <C>
California..................................... 1,480,646 12.75% $2,474,438,784 13.39%
New York....................................... 1,528,889 13.17 2,436,895,669 13.18
Texas.......................................... 785,093 6.76 1,385,115,672 7.49
Florida........................................ 774,279 6.67 1,212,457,587 6.56
New Jersey..................................... 636,595 5.48 993,636,022 5.38
Illinois....................................... 586,716 5.05 901,828,169 4.88
Ohio........................................... 410,789 3.54 651,623,533 3.53
Pennsylvania................................... 414,604 3.57 593,359,042 3.21
Massachusetts.................................. 418,776 3.61 576,080,918 3.12
Michigan....................................... 368,033 3.17 550,941,181 2.98
Virginia....................................... 252,459 2.17 425,331,178 2.30
Georgia........................................ 211,159 1.82 366,304,912 1.98
Maryland....................................... 222,008 1.91 355,936,077 1.93
Indiana........................................ 223,468 1.92 346,091,861 1.87
North Carolina................................. 209,504 1.80 340,385,000 1.84
Connecticut.................................... 206,673 1.78 307,528,947 1.66
Missouri....................................... 176,579 1.52 277,964,390 1.50
Tennessee...................................... 163,520 1.41 261,842,921 1.42
Washington..................................... 153,436 1.32 261,534,276 1.41
Arizona........................................ 145,726 1.26 250,487,878 1.36
Wisconsin...................................... 179,392 1.54 242,876,647 1.31
Minnesota...................................... 167,999 1.45 239,969,519 1.30
Louisiana...................................... 153,479 1.32 230,574,181 1.25
Colorado....................................... 145,954 1.26 229,108,768 1.24
Alabama........................................ 132,951 1.15 215,868,890 1.17
Kentucky....................................... 117,907 1.02 173,347,010 0.94
Oklahoma....................................... 104,903 0.90 168,096,726 0.91
South Carolina................................. 99,081 0.85 163,766,110 0.89
Oregon......................................... 99,512 0.86 162,484,514 0.88
Nevada......................................... 75,460 0.65 143,858,920 0.78
Arkansas....................................... 86,589 0.75 138,356,312 0.75
Kansas......................................... 78,447 0.68 124,285,116 0.67
Mississippi.................................... 75,250 0.65 116,389,135 0.63
Iowa........................................... 77,551 0.67 107,709,269 0.58
New Hampshire.................................. 59,897 0.52 98,320,273 0.53
Rhode Island................................... 69,589 0.60 98,034,288 0.53
New Mexico..................................... 55,084 0.47 90,156,617 0.49
Hawaii......................................... 43,418 0.37 79,175,989 0.43
Maine.......................................... 48,430 0.42 75,166,511 0.41
West Virginia.................................. 46,186 0.40 69,815,493 0.38
Nebraska....................................... 46,186 0.40 69,224,053 0.37
Utah........................................... 40,763 0.35 63,425,787 0.34
Idaho.......................................... 29,895 0.26 48,246,090 0.26
Vermont........................................ 28,539 0.25 46,364,544 0.25
Delaware....................................... 25,407 0.22 45,669,325 0.25
Montana........................................ 26,461 0.23 41,470,705 0.22
Washington, D.C................................ 22,520 0.19 39,444,540 0.21
Alaska......................................... 17,641 0.15 34,997,703 0.19
Wyoming........................................ 16,755 0.14 28,016,920 0.15
South Dakota................................... 17,737 0.15 26,378,387 0.14
North Dakota................................... 17,301 0.15 25,794,135 0.14
Other.......................................... 37,387 0.30 76,870,964 0.42
---------- -------------- ---------------- --------------
TOTAL 11,612,623 100.00% $18,483,047,458 100.00%
</TABLE>
MATURITY CONSIDERATIONS
Each class of certificates is scheduled to receive principal as
follows:
o the Class A scheduled certificate payment date is the
___________ distribution date, following the controlled
accumulation; and
o the Class B scheduled certificate payment date is the
___________ distribution date, following payment of Class A.
CONTROLLED ACCUMULATION
Principal for payment to Class A will accumulate in the PRINCIPAL
FUNDING ACCOUNT during the CONTROLLED ACCUMULATION PERIOD. The CONTROLLED
ACCUMULATION PERIOD is scheduled to begin at the close of business on the
last day of the ___________ MONTHLY PERIOD, but may be delayed based on
recent payment rate experience and the amount of principal collections
expected to be available for sharing from other series. On each TRANSFER
DATE during the CONTROLLED ACCUMULATION PERIOD, the trustee shall deposit
into the PRINCIPAL FUNDING ACCOUNT for the benefit of the Class A
certificateholders, the least of:
o the CONTROLLED DEPOSIT AMOUNT,
o AVAILABLE INVESTOR PRINCIPAL COLLECTIONS, and
o the CLASS A ADJUSTED INVESTOR INTEREST before any
deposits on that TRANSFER DATE.
The length of the CONTROLLED ACCUMULATION PERIOD may be adjusted if
Chase USA believes that, based on expected collections of principal, Class
A will be fully repaid on the CLASS A SCHEDULED PAYMENT DATE. Whether or
not the CONTROLLED ACCUMULATION PERIOD is shortened, we can give no
assurance that principal adequate to repay Class A will be available on the
CLASS A SCHEDULED PAYMENT DATE.
Note that if the RAPID AMORTIZATION PERIOD begins before the
CONTROLLED ACCUMULATION PERIOD, there will be no accumulation of principal.
If the RAPID AMORTIZATION PERIOD begins during the CONTROLLED ACCUMULATION
PERIOD, all principal in the PRINCIPAL FUNDING ACCOUNT will be paid to
Class A on the next DISTRIBUTION DATE.
See "Description of the Certificates--Principal Allocations" and
"Controlled Accumulation" in this supplement for a more detailed
discussion.
Principal for payment to Class B is expected to be available in one
lump sum on the ________ DISTRIBUTION DATE without a CONTROLLED
ACCUMULATION PERIOD. Principal will not be paid to Class B until Class A is
fully repaid.
RAPID AMORTIZATION PERIOD
If a PAY OUT EVENT occurs, a rapid amortization will begin and any
principal in the PRINCIPAL FUNDING ACCOUNT and principal allocated to your
series will be distributed to Class A on the following DISTRIBUTION DATE.
If Class A is not paid in full on the CLASS A SCHEDULED PAYMENT DATE, all
principal allocated to your series on each subsequent monthly DISTRIBUTION
DATE will be paid to Class A until Class A is fully repaid. After Class A
is repaid, any remaining principal allocated to your series will be paid to
Class B on each monthly DISTRIBUTION DATE until Class B, net of
charge-offs, is repaid, and finally to the COLLATERAL INTEREST holder on
each monthly DISTRIBUTION DATE until the COLLATERAL INTEREST, net of
charge-offs, is repaid. If charge-offs are allocated to your class of
certificates and not reimbursed, principal will be paid to you only up to
your investor interest net of these charge-offs.
See "Description of the Certificates--Principal Allocations" and "--Pay Out
Events" in this supplement for a more detailed discussion.
HISTORICAL PAYMENT RATES
The following table provides you with the highest and lowest
cardholder monthly payment rates for the MASTER TRUST PORTFOLIO during any
month in the periods shown, and the average cardholder monthly payment rate
for all months in the periods shown. These payment rates are calculated as
total payments collected during each month as a percentage of total
outstanding trust receivables at the beginning of the month. Monthly
averages are shown as an arithmetic average of the payment rate for each
month during the indicated period. Payment rates shown in this table are
based on total cash payments toward principal and finance charges made by
cardholders whose receivables are included in the trust.
<TABLE>
<CAPTION>
CARDHOLDER MONTHLY PAYMENT RATES
MASTER TRUST PORTFOLIO
SIX MONTHS
ENDED JUNE 30, YEAR ENDED DECEMBER 31,
-----------------------------------------------------------
1999 1998 1997 1996
------------------ ------------------ ---------------- -----------------
<S> <C> <C> <C> <C>
Highest Month.................... 13.97% 12.70% 12.09% 11.79%
Lowest Month..................... 12.21% 10.96% 10.33% 10.09%
Monthly Average.................. 13.13% 12.11% 11.44% 10.76%
</TABLE>
We can give no assurance that cardholder monthly payment rates in the
future will be similar to this historical experience. If there is a
slowdown in the payment rate below the payment rate used to determine the
amount deposited in the PRINCIPAL FUNDING ACCOUNT during the CONTROLLED
ACCUMULATION PERIOD, we cannot assure you if you hold Class A certificates
that there will be sufficient time to accumulate the principal collections
necessary to pay you principal on the CLASS A SCHEDULED PAYMENT DATE. If
the trust cannot repay Class A due to insufficient funds in the PRINCIPAL
FUNDING ACCOUNT, principal payments to Class B will be delayed since you
cannot receive principal if you hold Class B certificates until Class A is
fully repaid. See "Maturity Considerations" in the attached prospectus.
RECEIVABLE YIELD CONSIDERATIONS
Gross revenues from finance charges and fees collected from accounts
in the MASTER TRUST PORTFOLIO for each of the three calendar years 1998,
1997 and 1996 and for the six months ended on June 30, 1999 are set forth
in the following table. In the following table:
o Finance Charges and Fees Collected include periodic and
minimum finance charges, annual membership fees, late
charges, cash advance transaction fees, INTERCHANGE,
overlimit fees and fees for returned checks;
o Average Principal Receivables Outstanding is the average
of the beginning of the month balance of trust PRINCIPAL
RECEIVABLES outstanding;
o Yield from Finance Charges and Fees Collected is
calculated as a percentage of Average Principal
Receivables Outstanding;
o historical yield figures are calculated on a cash
collections basis; and
o the percentage reflected for the six months ended June
30, 1999 is an annualized figure.
<TABLE>
<CAPTION>
PORTFOLIO YIELD
MASTER TRUST PORTFOLIO
(DOLLAR AMOUNTS IN MILLIONS)
SIX MONTHS
ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
---------------------------------------------------
1999 1998 1997 1996
---------------- ------------- ------------ --------------
<S> <C> <C> <C> <C>
Finance Charges and Fees Collected............ $1,628 $2,795 $2,348 $1,505
Average Principal Receivables Outstanding..... $17,761 $15,658 $13,394 $8,787
Yield from Finance Charges and Fees Collected. 18.34% 17.85% 17.53% 17.13%
</TABLE>
USE OF PROCEEDS
The net proceeds from the sale of your certificates will be:
o used to make an initial deposit into an account for the
benefit of the COLLATERAL INTEREST holder; and
o paid to Chase USA in consideration for a portion of the
interest of Chase USA in the accounts receivables.
Chase USA will use the proceeds it receives for general corporate purposes.
DESCRIPTION OF THE CERTIFICATES
The following is a summary of the material provisions of the
certificates. This summary is not a complete description of the terms of
the certificates. You should refer to "Description of the
Securities--Description of the Certificates" in the attached prospectus as
well as the Pooling and Servicing Agreement and the Series 1999-__
Supplement for a complete description.
GENERAL
The certificates will be issued under the POOLING AND SERVICING
AGREEMENT and the SERIES 1999-__ SUPPLEMENT. Each certificate represents
the right to receive allocations of cardholder payments which have been
received from accounts transferred to the trust. In particular, the
certificates will be allocated:
o a FLOATING INVESTOR PERCENTAGE of collections of FINANCE
CHARGE RECEIVABLES;
o a FLOATING INVESTOR PERCENTAGE of DEFAULT AMOUNTS that
will reduce your INVESTOR INTEREST if not paid from
collections of FINANCE CHARGE RECEIVABLES or REALLOCATED
PRINCIPAL COLLECTIONS;
o during the REVOLVING PERIOD, a FLOATING INVESTOR
PERCENTAGE of collections of PRINCIPAL RECEIVABLES; and
o during the CONTROLLED ACCUMULATION PERIOD or a RAPID
AMORTIZATION PERIOD, a FIXED INVESTOR PERCENTAGE of
PRINCIPAL RECEIVABLES that will be used to repay your
principal.
The trustee will also allocate to the certificates:
o SHARED PRINCIPAL COLLECTIONS; and
o EXCESS FINANCE CHARGE COLLECTIONS.
Certificates will be issued in $1,000 denominations and will be
available only in book-entry form through DTC. As described in the attached
prospectus, as long as the certificates are held in book-entry form, you
will only be able to transfer your certificates through the facilities of
DTC. You will receive payments and notices through DTC and its
participants. Payments of interest and principal will be made to the
certificateholders in whose names certificates are registered on the RECORD
DATE, to the extent of available funds, on each DISTRIBUTION DATE.
The certificates are included in GROUP I. The series listed under
"Other Series Issued and Outstanding" below are also included in GROUP I
and additional series issued by the trust may also be included in GROUP I.
INTEREST ALLOCATIONS
If you purchase Class A certificates you will receive a payment
from available funds of CLASS A MONTHLY INTEREST plus overdue CLASS A
MONTHLY INTEREST and interest on overdue CLASS A MONTHLY INTEREST on the
15th day of each month, or if that date is not a business day you will be
paid on the next business day.
If you purchase Class B certificates you will receive a payment
from available funds of CLASS B MONTHLY INTEREST plus overdue CLASS B
MONTHLY INTEREST and interest on overdue CLASS B MONTHLY INTEREST on the
15th day of each month, or if that date is not a business day you will be
paid on the next business day.
On each DISTRIBUTION DATE, you will receive an interest payment
based on the interest rate for your class and the outstanding balance of
your certificates as follows:
o the Class A certificate rate is _____% per annum above
one-month LIBOR; and
o the Class B certificate rate is _____% per annum above
one-month LIBOR.
The trustee will calculate the amount of interest to be paid to
you by multiplying:
o the principal balance of your class as of the last RECORD
DATE by
o the certificate rate for your class by
o a fraction equal to the number of actual days for that
interest period divided by 360.
If you do not receive your interest in full on any DISTRIBUTION
DATE, you will be paid the shortfall on a following DISTRIBUTION DATE as
well as interest at the interest rate for your class on those unpaid
amounts to the extent of available funds.
The initial interest payment and the initial interest period will
be adjusted to account for a [shorter][longer] first period.
The trustee will determine one-month LIBOR on the second business
day prior to the beginning of each interest period by referring to the rate
for dollar deposits for one month on Telerate Page 3750 at 11:00 a.m.
London time. If the rate does not appear, the trustee will request four
major banks in the London interbank market to provide quotes for interest
rates on dollar deposits for one month and will use the arithmetic mean of
the quotes. If less than two London banks provide quotes, the trustee will
request major New York City banks to provide quotes for interest rates on
dollar deposits to be lent to European banks for one month and will use the
arithmetic mean of the quotes.
You can call the trustee at 212-815-5286 to obtain the Class A and
B interest rates for the prior and current interest periods. Chase USA will
also notify the Luxembourg Stock Exchange by the first day of the interest
period of the Class A and Class B interest rates and the amount of interest
to be paid to each class of certificates on the next DISTRIBUTION DATE.
This information will also be included in the monthly certificateholder
statement.
Interest payments on your certificate will be funded from:
o FINANCE CHARGE RECEIVABLES collected during the prior
month and allocated to your series based on the FLOATING
INVESTOR PERCENTAGE described under "--Allocation
Percentages" -- other than INTERCHANGE used to pay a
portion of the SERVICING FEE;
o investment earnings on amounts deposited in the PRINCIPAL
FUNDING ACCOUNT for the prior month; and
o amounts deposited in the ACCUMULATION PERIOD RESERVE ACCOUNT
but only if necessary to pay interest to you.
PRINCIPAL ALLOCATIONS
Principal payments on your certificate will be funded from:
o collections of PRINCIPAL RECEIVABLES allocated to your
series; plus
o SHARED PRINCIPAL COLLECTIONS allocated to your series; minus
o collections of PRINCIPAL RECEIVABLES reallocated to pay
the CLASS A REQUIRED AMOUNT and the CLASS B REQUIRED
AMOUNT; minus
o collections of PRINCIPAL RECEIVABLEs reallocated to other
series.
During the REVOLVING PERIOD, these amounts will be :
o used as REALLOCATED PRINCIPAL COLLECTIONs to make
payments of the CLASS A REQUIREd AMOUNT or the CLASS B
REQUIRED AMOUNT;
o if there has been a reduction of the REQUIRED COLLATERAL
INTERESt paid to the COLLATERAl INTEREST holder; or
o treated as SHARED PRINCIPAL COLLECTIONs and may be used
to pay principal to other series or to Chase USA.
During the CONTROLLED ACCUMULATION PERIOD, an amount equal to the
least of:
o AVAILABLE INVESTOR PRINCIPAL COLLECTIONS allocated to
your series,
o the CONTROLLED DEPOSIT AMOUNT, and
o the excess of the CLASS A ADJUSTED INVESTOR INTEREST over
the amount on deposit in the PRINCIPAL FUNDING ACCOUNT
will be deposited in the PRINCIPAL FUNDING ACCOUNT for distribution to
Class A certificateholders on the ___________ DISTRIBUTION DATE.
After the earlier of:
o the date the Class A certificates have been paid in full,
or
o the date the PRINCIPAL FUNDING ACCOUNT equals the amount
of the CLASS A INVESTOR INTEREST,
an amount equal to the lesser of:
o AVAILABLE INVESTOR PRINCIPAL COLLECTIONS, and
o the CLASS B INVESTOR INTEREST
will be available to pay principal to the Class B certificates on the
_______ DISTRIBUTION DATE. There will be no accumulation of principal in
the PRINCIPAL FUNDING ACCOUNT for Class B certificates.
After the CLASS A and CLASS B INVESTOR INTERESTS have been paid,
AVAILABLE INVESTOR PRINCIPAL COLLECTIONS will be distributed to the
COLLATERAL INTEREST holder until the earlier of:
o the date the COLLATERAL INTEREST has been paid, and
o the SERIES 1999-____ TERMINATION DATE.
CONTROLLED ACCUMULATION PERIOD
The CONTROLLED ACCUMULATION PERIOD is scheduled to last 12 months.
However, the servicer may elect to extend the REVOLVING PERIOD and postpone
the CONTROLLED ACCUMULATION PERIOD by providing a notice to the trustee.
The servicer can make this election only if the number of months needed to
fund the PRINCIPAL FUNDING ACCOUNT based on expected principal collections
needed to pay principal on Class A is less than 12 months. On each
DETERMINATION DATE from the ___, 200_ DETERMINATION DATE until the
CONTROLLED ACCUMULATION PERIOD begins, the servicer will review the amount
of expected principal collections until the CLASS A SCHEDULED PAYMENT DATE
and may elect to postpone the CONTROLLED ACCUMULATION PERIOD. In making its
decision, the servicer is required to assume that the principal payment
rate will be no greater than the lowest monthly payment rate for the prior
12 months and will consider the amount of principal expected to be
allocable to certificateholders of all other series which are not expected
to be amortizing or accumulating principal. In no case will the CONTROLLED
ACCUMULATION PERIOD be reduced to less than one month.
RAPID AMORTIZATION PERIOD
The RAPID AMORTIZATION PERIOD will begin upon the occurrence of a
PAY OUT EVENT. During the RAPID AMORTIZATION PERIOD, the Class A
certificateholders will receive:
o amounts in the PRINCIPAL FUNDING ACCOUNT, if any, and
o the AVAILABLE INVESTOR PRINCIPAL COLLECTIONS until the
Class A certificates have been paid in full.
After the Class A certificates have been paid in full, AVAILABLE
INVESTOR PRINCIPAL COLLECTIONS will be paid to the Class B
certificateholders until the earlier of:
o the date the Class B certificates are paid in full, and
o the SERIES TERMINATION DATE.
SUBORDINATION
The Class B certificates and the COLLATERAL INTEREST will be
subordinated to the Class A certificates. The COLLATERAL INTEREST will be
subordinated to the Class B certificates. Principal payments that are
allocated to the Class B certificates may be reallocated to pay the CLASS A
REQUIRED AMOUNT and the CLASS B INVESTOR INTEREST may be reduced if the
COLLATERAL INTEREST is equal to zero. Similarly, principal payments that
are allocated to the Collateral Interest may be reallocated to pay the
CLASS A REQUIRED AMOUNT and the CLASS B REQUIRED AMOUNT and the COLLATERAL
INTEREST may be reduced. If EXCESS SPREAD is not available to reimburse
these reductions in the CLASS B INVESTOR INTEREST, the percentage of
collections of FINANCE CHARGE RECEIVABLES allocated to the Class B
certificates in later periods and the amount of interest and principal
distributable to Class B certificateholders will be reduced. No principal
will be paid to Class B until the CLASS A INVESTOR INTEREST is paid in
full.
ALLOCATION PERCENTAGES
The trustee will use the FLOATING INVESTOR PERCENTAGE to allocate
to the INVESTOR INTEREST collections of FINANCE CHARGE RECEIVABLES and
DEFAULT AMOUNTS at any time and collections of PRINCIPAL RECEIVABLES during
the REVOLVING PERIOD.
o The FLOATING INVESTOR PERCENTAGE for each month will
equal a fraction
- the numerator of which is equal to the ADJUSTED
INVESTOR INTEREST; and
- the denominator of which is generally equal to
the greater of:
o the sum of the amount of PRINCIPAL
RECEIVABLES in the trust and any amount
on deposit in the EXCESS FUNDING
ACCOUNT as of the close of business on
the last day of the prior month; and
o the sum of the numerators used to
calculate the investor percentages for
allocations of FINANCE CHARGE
RECEIVABLES, DEFAULT AMOUNTS or
PRINCIPAL RECEIVABLES for all trust
series outstanding.
These amounts allocated to the INVESTOR INTEREST will be allocated to:
o the Class A certificates based on the CLASS A FLOATING
ALLOCATION;
o the Class B certificates based on the CLASS B FLOATING
ALLOCATION; and
o the COLLATERAL INTEREST based on the COLLATERAL FLOATING
ALLOCATION.
The trustee will use the FIXED INVESTOR PERCENTAGE to allocate to
the INVESTOR INTEREST collections of PRINCIPAL RECEIVABLES during the
CONTROLLED ACCUMULATION PERIOD and the RAPID AMORTIZATION PERIOD.
o The FIXED INVESTOR PERCENTAGE for each month will equal a
fraction
- the numerator of which is equal to the INVESTOR
INTEREST as of the last day of the REVOLVING
PERIOD; and
- the denominator of which is generally equal to
the greater of:
o the sum of the amount of PRINCIPAL
RECEIVABLES in the trust and any amount
on deposit in the EXCESS FUNDING
ACCOUNT as of the close of business on
the last day of the prior month; and
o the sum of the numerators used to
calculate the investor percentage for
allocations of PRINCIPAL RECEIVABLES
for all trust series outstanding.
When there has been an addition or removal of receivables during
the prior month, the denominator used to determine these percentages will
be adjusted.
PRINCIPAL RECEIVABLES allocated to the INVESTOR INTEREST will be
further allocated to:
o the Class A certificates based on the CLASS A FIXED
ALLOCATION;
o the Class B certificates based on the CLASS B FIXED
ALLOCATION; and
o the COLLATERAL INTEREST based on the COLLATERAL FIXED
ALLOCATION.
APPLICATION OF COLLECTIONS
Payment of Interest, Fees and Other Items. On each Transfer Date,
AVAILABLE FUNDS will be applied as described below.
o CLASS A AVAILABLE FUNDS will be distributed as described
below:
- an amount equal to CLASS A MONTHLY INTEREST,
plus the amount of any overdue CLASS A MONTHLY
INTEREST and CLASS A ADDITIONAL INTEREST, will
be deposited into the DISTRIBUTION ACCOUNT for
payment to Class A certificateholders;
- an amount equal to the CLASS A SERVICING FEE for
the related MONTHLY PERIOD, plus the amount of
any overdue CLASS A SERVICING FEE, will be paid
to the servicer;
- an amount equal to the CLASS A INVESTOR DEFAULT
AMOUNT for the related MONTHLY PERIOD will be
treated as a portion of AVAILABLE INVESTOR
PRINCIPAL COLLECTIONS and deposited into the
PRINCIPAL ACCOUNT; and
- the balance, if any, will constitute a portion
of EXCESS SPREAD and will be allocated and
distributed as described below under "--Excess
Spread."
o CLASS B AVAILABLE FUNDS will be distributed as described
below:
- an amount equal to CLASS B MONTHLY INTEREST,
plus the amount of any overdue CLASS B MONTHLY
INTEREST and CLASS B ADDITIONAL INTEREST, will
be deposited into the DISTRIBUTION ACCOUNT for
distribution to Class B certificateholders;
- an amount equal to the CLASS B SERVICING FEE for
the related MONTHLY PERIOD, plus the amount of
any overdue CLASS B SERVICING FEE, will be paid
to the servicer; and
- the balance, if any, will constitute a portion of
EXCESS SPREAD and will be allocated and distributed
as described below under "--Excess Spread."
o COLLATERAL AVAILABLE FUNDS will be distributed as described
below:
- if neither CMB or any of its affiliates nor The
Bank of New York is the servicer, an amount
equal to the COLLATERAL INTEREST SERVICING FEE
for the related MONTHLY PERIOD, plus the amount
of any overdue COLLATERAL INTEREST SERVICING
FEE, will be paid to the servicer; and
- the balance, if any, will constitute a portion
of EXCESS SPREAD and will be allocated and
distributed as described below under "--Excess
Spread."
EXCESS SPREAD
On each TRANSFER DATE, EXCESS SPREAD and EXCESS FINANCE CHARGE
COLLECTIONS available to Series 1999-_ will be applied in the following
order of priority:
o an amount equal to the CLASS A REQUIRED AMOUNT, if any, will
be used to fund:
- CLASS A MONTHLY INTEREST plus any overdue CLASS
A MONTHLY INTEREST and any CLASS A ADDITIONAL
INTEREST, then
- the CLASS A SERVICING FEE and any overdue CLASS
A SERVICING FEE, then
- an amount equal to the CLASS A INVESTOR DEFAULT
AMOUNT and be treated as AVAILABLE INVESTOR
PRINCIPAL COLLECTIONS;
o an amount equal to the aggregate amount of CLASS A
INVESTOR CHARGE-OFFS which have not been previously
reimbursed will be deposited into the Principal Account
and treated as a portion of AVAILABLE INVESTOR PRINCIPAL
COLLECTIONS;
o an amount equal to the CLASS B REQUIRED AMOUNT, if any,
will be used to fund:
- CLASS B MONTHLY INTEREST plus the amount of any
overdue CLASS B MONTHLY INTEREST and any CLASS B
ADDITIONAL INTEREST, then
- the CLASS B SERVICING FEE plus any overdue CLASS
B SERVICING FEE, and
- an amount equal to the CLASS B INVESTOR DEFAULT
AMOUNT and be treated as a portion of Available
Investor Principal Collections;
o an amount equal to the 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
will be deposited into the PRINCIPAL ACCOUNT and treated
as a portion of AVAILABLE INVESTOR PRINCIPAL COLLECTIONS;
o an amount equal to the COLLATERAL MONTHLY INTEREST, plus
the amount of any COLLATERAL MONTHLY INTEREST previously
due but not distributed to the COLLATERAL INTEREST
holder, will be distributed to the COLLATERAL INTEREST
holder for distribution in accordance with the LOAN
AGREEMENT;
o if CMB or any of its affiliates or The Bank of New York
is the servicer, an amount equal to the COLLATERAL
INTEREST SERVICING FEE for the related MONTHLY PERIOD,
plus the amount of any overdue COLLATERAL INTEREST
SERVICING FEE, will be paid to the servicer;
o an amount equal to the COLLATERAL DEFAULT AMOUNT, if any,
will be deposited into the PRINCIPAL ACCOUNT and treated
as AVAILABLE INVESTOR PRINCIPAL COLLECTIONS;
o an amount equal to the amount by which the COLLATERAL
INTEREST has been reduced below the REQUIRED COLLATERAL
INTEREST for any reason other than the payment of
principal to the COLLATERAL INTEREST holder will be
deposited into the PRINCIPAL ACCOUNT and treated as a
portion of AVAILABLE INVESTOR PRINCIPAL COLLECTIONS;
o on and after the RESERVE ACCOUNT FUNDING DATE, an amount
up to the excess, if any, of the REQUIRED RESERVE ACCOUNT
AMOUNT over the AVAILABLE RESERVE ACCOUNT AMOUNT will be
deposited into the RESERVE ACCOUNT;
o an amount equal to the amounts determined to be payable
pursuant to the LOAN AGREEMENT will be paid to the COLLATERAL
INTEREST holder; and
o the balance, if any, will constitute EXCESS FINANCE
CHARGE COLLECTIONS to be applied for the benefit of other
series in accordance with the POOLING AND SERVICING
AGREEMENT.
The figure below demonstrates the application of collections of
FINANCE CHARGE RECEIVABLES allocated to Series 1999- [ ]. The figure is a
simplified demonstration of the allocation and payment provisions contained
in this supplement and the attached prospectus.
[GRAPHIC OMITTED]
Payments of Principal. On each TRANSFER DATE, AVAILABLE INVESTOR
PRINCIPAL COLLECTIONS on deposit in the PRINCIPAL ACCOUNT will be applied
in the following manner:
o on each TRANSFER DATE during the REVOLVING PERIOD, all
AVAILABLE INVESTOR PRINCIPAL COLLECTIONS will be
distributed or deposited in the following priority:
- an amount equal to the COLLATERAL MONTHLY
PRINCIPAL will be paid to the COLLATERAL
INTEREST holder in accordance with the LOAN
AGREEMENT; and
- the balance will be treated as SHARED PRINCIPAL
COLLECTIONS;
o on each TRANSFER DATE during the CONTROLLED ACCUMULATION
PERIOD or the RAPID AMORTIZATION PERIOD, all AVAILABLE
INVESTOR PRINCIPAL COLLECTIONS will be distributed or
deposited in the following priority:
- an amount equal to CLASS A MONTHLY PRINCIPAL
will be
o during the CONTROLLED ACCUMULATION
PERIOd, deposited in the PRINCIPAL
FUNDING ACCOUNT up to the CONTROLLED
DEPOSIT AMOUNT, and
o during the RAPID AMORTIZATION PERIOd,
distributed to Class A
certificateholders; and
- for each TRANSFER DATE after the CLASS A
INVESTOR INTEREST has been paid in full an
amount equal to the CLASS B MONTHLY PRINCIPAL
will be distributed to the Class B
certificateholders;
- on each TRANSFER DATE during the CONTROLLED
ACCUMULATION PERIOD and the RAPID AMORTIZATION
PERIOD in which a reduction in the REQUIRED
COLLATERAL INTEREST has occurred, AVAILABLE
INVESTOR PRINCIPAL COLLECTIONS not applied to
CLASS A MONTHLY PRINCIPAL or CLASS B MONTHLY
PRINCIPAL will be applied in accordance with the
LOAN AGREEMENT to reduce the COLLATERAL INTEREST
to the REQUIRED COLLATERAL INTEREST; and
- on each TRANSFER DATE during the CONTROLLED
ACCUMULATION PERIOD and the RAPID AMORTIZATION
PERIOD, the balance of AVAILABLE INVESTOR
PRINCIPAL COLLECTIONS not paid for the benefit
of the Class A certificateholders, the Class B
certificateholders or the COLLATERAL INTEREST
holders, if any, will be treated as Shared
Principal Collections.
You will receive the final distribution of principal and interest
on the certificates no later than the SERIES 1999-____ TERMINATION DATE.
After the SERIES 1999-____ TERMINATION DATE, the trust will have no further
obligation to pay principal or interest on the certificates.
The following diagram provides you with an outline of the
allocation of principal collections This figure is a simplified
demonstration of the allocation and payment provisions contained in this
supplement and the attached prospectus.
[GRAPHIC OMITTED]
REALLOCATION OF CASH FLOWS
Each month, the servicer will calculate the CLASS A REQUIRED
AMOUNT and the CLASS B REQUIRED AMOUNT. These amounts are generally equal
to the amount of interest plus the portion of the INVESTOR SERVICING FEE
and INVESTOR DEFAULT AMOUNT allocated to Class A or Class B that cannot be
paid from CLASS A AVAILABLE FUNDS or CLASS B AVAILABLE FUNDS.
The CLASS A REQUIRED AMOUNT will be paid, to the extent necessary,
from:
o EXCESS SPREAD, then
o REALLOCATED COLLATERAL PRINCIPAL COLLECTIONS, then
o REALLOCATED CLASS B PRINCIPAL COLLECTIONS.
REALLOCATED PRINCIPAL COLLECTIONS are principal collections
allocated to Class B or to the COLLATERAL INTEREST that are then
reallocated to make interest payments, pay a portion of the servicing fee
and cover INVESTOR DEFAULT AMOUNTS allocated to a more senior class.
SHARED EXCESS FINANCE CHARGE COLLECTIONS
Collections of FINANCE CHARGE RECEIVABLES - and other amounts
treated like collections of FINANCE CHARGE RECEIVABLES - in excess of the
amount required to make payments or deposits for the certificates of your
series will be made available to other series included in GROUP I whose
allocation of collections of FINANCE CHARGE RECEIVABLES is not sufficient
to make its required payments or deposits. We call these collections EXCESS
FINANCE CHARGE COLLECTIONS. If the certificates of your series require more
collections of FINANCE CHARGE RECEIVABLES than allocated through the
investor percentage, they will have access to collections of FINANCE CHARGE
RECEIVABLES - and other amounts treated like finance charge collections -
from other series in GROUP I. Each series that is part of GROUP I and has a
shortfall will receive a share of the total amount of EXCESS FINANCE CHARGE
COLLECTIONS available for that month based on the amount of shortfall for
that series divided by the total shortfall for all series for that same
month. EXCESS FINANCE CHARGE COLLECTIONS remaining after payment of all
shortfalls for other series in GROUP I will be paid to Chase USA.
SHARED PRINCIPAL COLLECTIONS
Collections of PRINCIPAL RECEIVABLES allocated to the INVESTOR
INTEREST in excess of:
o the CONTROLLED DEPOSIT AMOUNT and principal
payment, if any, to the COLLATERAL INTEREST
holder during the CONTROLLED ACCUMULATION
PERIOD, and
o principal payments to the certificateholders or
the COLLATERAL INTEREST holder, during the RAPID
AMORTIZATION PERIOD,
will be made available to other series whose allocation of principal
collections is not sufficient to make payments or deposits required to be
made from principal collections allocated to those series. We call these
collections SHARED PRINCIPAL COLLECTIONS. If the certificates require more
principal collections than allocated through the investor percentage, you
will share in the excess available from other series in GROUP I. Each
series that is part of GROUP I and has a shortfall will receive a share of
the total amount of SHARED PRINCIPAL COLLECTIONS available for that month
based on the amount of shortfall for that series divided by the total
shortfall for all series for that same month. SHARED PRINCIPAL COLLECTIONS
will not, however, be available to cover INVESTOR CHARGE-OFFS for any
series.
If SHARED PRINCIPAL COLLECTIONS exceed shortfalls, the trustee
will distribute the remaining amount to the holder of the TRANSFEROR
CERTIFICATE or, under certain circumstances, deposit it into the EXCESS
FUNDING ACCOUNT.
REQUIRED COLLATERAL INTEREST
With respect to any TRANSFER DATE, if the COLLATERAL INTEREST is
less than the REQUIRED COLLATERAL INTEREST, available EXCESS SPREAD will be
allocated to increase the COLLATERAL INTEREST to cover the shortfall. Any
EXCESS SPREAD that is not required to be deposited in the RESERVE ACCOUNT
will be applied in accordance with the LOAN AGREEMENT.
DEFAULTED RECEIVABLES
The INVESTOR DEFAULT AMOUNT represents the investor's share of
losses from the trust. On each TRANSFER DATE, CMB as servicer will
calculate the INVESTOR DEFAULT AMOUNT by multiplying:
o the FLOATING INVESTOR PERCENTAGE for that month, by
o the total amount of receivables in trust portfolio
accounts that were charged-off for that month.
The INVESTOR DEFAULT AMOUNT will be further allocated:
o to the Class A certificateholders based on the CLASS A
FLOATING ALLOCATION;
o to the Class B certificateholders based on the CLASS B
FLOATING ALLOCATION; and
o to the COLLATERAL INTEREST holder based on the COLLATERAL
FLOATING ALLOCATION.
If the CLASS A INVESTOR DEFAULT AMOUNT exceeds the amount of CLASS A
AVAILABLE FUNDS, EXCESS SPREAD and REALLOCATED PRINCIPAL COLLECTIONS
allocated to fund the CLASS A INVESTOR DEFAULT AMOUNT for any MONTHLY
PERIOD, then first the COLLATERAL INTEREST, then second the CLASS B
INVESTOR INTEREST and third the CLASS A INVESTOR INTEREST will be reduced
by the excess. Any reduction in the CLASS A INVESTOR INTEREST as a result
of a CLASS A INVESTOR CHARGE-OFF may be reimbursed by EXCESS SPREAD on a
later TRANSFER DATE.
If the CLASS B INVESTOR DEFAULT AMOUNT exceeds the amount of EXCESS SPREAD
and REALLOCATED COLLATERAL PRINCIPAL COLLECTIONS allocated to fund the
CLASS B INVESTOR DEFAULT AMOUNT for any MONTHLY PERIOD, then first the
COLLATERAL INTEREST and second the CLASS B INVESTOR INTEREST will be
reduced by the excess. The CLASS B INVESTOR INTEREST will also be reduced
by the amount of:
o REALLOCATED CLASS B PRINCIPAL COLLECTIONS in excess of
the COLLATERAL INTEREST; and
o the CLASS B INVESTOR INTEREST allocated to protect the
Class A certificates.
Any reduction in the CLASS B INVESTOR INTEREST may be reimbursed by EXCESS
SPREAD on a later TRANSFER DATE.
If the COLLATERAL DEFAULT AMOUNT exceeds the amount of EXCESS SPREAD
allocated to fund the COLLATERAL DEFAULT AMOUNT for any MONTHLY PERIOD, the
COLLATERAL INTEREST will be reduced by the excess. The COLLATERAL INTEREST
will also be reduced by the amount of:
o REALLOCATED PRINCIPAL COLLECTIONS; and
o the COLLATERAL INTEREST allocated to the Class B
certificates and Class A certificates.
Any reductions in the COLLATERAL INTEREST may be reimbursed by EXCESS
SPREAD on a later TRANSFER DATE.
PRINCIPAL FUNDING ACCOUNT
The trustee will establish the PRINCIPAL FUNDING ACCOUNT in which
it will collect principal collections - other than REALLOCATED PRINCIPAL
COLLECTIONS - including SHARED PRINCIPAL COLLECTIONS, during the CONTROLLED
ACCUMULATION PERIOD. The amounts collected will be used to make principal
payment to holders of Class A certificates on the CLASS A SCHEDULED PAYMENT
DATE. However, if a rapid amortization occurs, those amounts will be paid
to you if you hold Class A certificates on the first DISTRIBUTION DATE
after the RAPID AMORTIZATION PERIOD begins.
There is no PRINCIPAL FUNDING ACCOUNT for the Class B certificates.
The servicer will direct the trustee to invest money on deposit in
this account in short-term, highly rated liquid investments permitted under
the terms of the POOLING AND SERVICING AGREEMENT. As stated above,
investment earnings on these investments will be treated as Collections of
FINANCE CHARGE RECEIVABLES. We call these amounts PRINCIPAL FUNDING
INVESTMENT PROCEEDS. If for any month, the PRINCIPAL FUNDING INVESTMENT
PROCEEDS are less than the product of:
o the balance of the PRINCIPAL FUNDING ACCOUNT as of the
RECORD DATE, and
o the CLASS A CERTIFICATE RATE in effect for the related
INTEREST PERIOD, and
o a fraction that is equal to the actual number of
days in the MONTHLY PERIOD divided by 360,
then the Trustee will withdraw the shortfall from the RESERVE ACCOUNT
described below and treat those amounts as CLASS A AVAILABLE FUNDS.
RESERVE ACCOUNT
The trustee will establish the RESERVE ACCOUNT that it will use to
fund investment earnings shortfalls during the CONTROLLED ACCUMULATION
PERIOD. At least three months prior to the beginning of the CONTROLLED
ACCUMULATION PERIOD, the trustee will begin to deposit EXCESS SPREAD into
this account until the account balance equals the REQUIRED RESERVE ACCOUNT
AMOUNT.
Chase USA may change the formula for calculating the REQUIRED
RESERVE ACCOUNT AMOUNT if the rating agencies agree that the modification
to the formula will not result in negative rating action on the
certificates and an authorized officer of Chase USA certifies that, in the
reasonable belief of Chase USA, the modification will not result in a PAY
OUT EVENT.
CMB as servicer will direct the trustee to invest money on deposit
in this account in short-term, highly rated liquid investments permitted
under the terms of the POOLING AND SERVICING AGREEMENT. Investment earnings
(net of expenses and losses) will be retained in this account. The trustee
will withdraw money from this account in excess of the REQUIRED RESERVE
ACCOUNT AMOUNT on each TRANSFER DATE and the amount withdrawn will be
distributed to the COLLATERAL INTEREST holder under the terms of the LOAN
AGREEMENT.
On each TRANSFER DATE during the CONTROLLED ACCUMULATION PERIOD
and on the first TRANSFER DATE during the RAPID AMORTIZATION PERIOD, the
servicer will withdraw from the RESERVE ACCOUNT and treat as CLASS A
AVAILABLE FUNDS the lesser of:
o the AVAILABLE RESERVE ACCOUNt AMOUNt, and
o the PRINCIPAL FUNDING INVESTMENT SHORTFALL for that
TRANSFER DATE.
The RESERVE ACCOUNT will terminate on the earliest to occur of:
o the termination date of the trust,
o if the CONTROLLED ACCUMULATION PERIOd has not begun, the
first TRANSFER DATE after the RAPID AMORTIZATION PERIOD
has begun, and
o if the CONTROLLED ACCUMULATION PERIOd has begun, the
earlier of
- the first TRANSFER DATE with respect to the
RAPID AMORTIZATION PERIOD, and
- the TRANSFER DATE immediately preceding the
SERIES 1999-[ ] TERMINATION DATE
Upon termination of this account, funds in this account will be distributed
to the COLLATERAL INTEREST holder to be applied in accordance with the LOAN
AGREEMENT.
PAY OUT EVENTS
The REVOLVING PERIOD will continue until the scheduled date for
the beginning of the CONTROLLED ACCUMULATION PERIOD unless one of the
events identified in the chart on the following page occurs. The chart also
indicates whether each listed PAY OUT EVENT is an automatic event or an
event that requires a majority vote of the certificateholders and the
COLLATERAL INTEREST holder to declare the occurrence of a PAY OUT EVENT.
Additionally, some events cause a rapid amortization of the certificates
while others will cause a rapid amortization for all series issued by the
trust and outstanding when the event occurs.
<TABLE>
<CAPTION>
REQUIRES A
MAJORITY VOTE OF
CERTIFICATEHOLDERS CAUSES RAPID CAUSES RAPID
AND COLLATERAL AMORTIZATION OF AMORTIZATION OF
PAY OUT EVENT INTEREST HOLDER 1 SERIES 1999-[ ] ALL SERIES
-------------------- --------------- ---------------
<S> <C> <C> <C>
1. Chase USA fails to make a payment or deposit when required to
under the POOLING AND SERVICING AGREEMENT or within five days X X
after that date.
2. Chase USA fails to observe or perform any covenant or agreement X X
and that failure has a material adverse effect on you and the failure
continues unremedied for 60 days after written notice to Chase USA.
3. Chase USA makes a representation or warranty that was materially X X
incorrect when made and that continues to be materially incorrect for
60 days after written notice to Chase USA and as a result you are
materially and adversely affected, unless Chase USA accepts
reassignment of the related RECEIVABLES.
4. Chase USA provides materially incorrect information about the trust X X
accounts and that information continues to be materially incorrect for
60 days after written notice to Chase USA and as a result you are
materially and adversely affected, unless Chase USA accepts
reassignment of the related RECEIVABLES.
5. The average of the PORTFOLIO YIELDS for three consecutive MONTHLY X
PERIODS is less than the average of the BASE RATES for the same
period.
____________________
1 Each specified PAY OUT EVENT requires the vote of the
certificateholders and the COLLATERAL INTEREST holder holding more
than 50% of the Series 1999-[ ] INVESTOR INTEREST by aggregate
principal amount or the vote of the trustee. Unless otherwise
specified, PAY OUT EVENTS are declared upon occurrence without the
necessity for a vote.
6. Chase USA fails to transfer receivables under additional accounts or
participations when required under the POOLING AND SERVICING
AGREEMENT.
7. A SERVICER DEFAULT occurs which has a material adverse effect on X X
you.
8. There are insufficient funds in the DISTRIBUTION ACCOUNT to pay the X X
CLASS A INVESTOR INTEREST in full on the CLASS A SCHEDULED
PAYMENT DATE or the CLASS B INVESTOR INTEREST in full on the CLASS
B SCHEDULED PAYMENT DATE.
9. Chase USA becomes bankrupt or insolvent or enters receivership or X
conservatorship.
10. Chase USA becomes unable to transfer RECEIVABLES to the trust in X
accordance with the POOLING AND SERVICING AGREEMENT.
11. The trust becomes subject to regulation as an "investment company" X
under the Investment Company Act of 1940.
</TABLE>
Once a rapid amortization begins, principal will begin to be
distributed to the Class A certificates on the first DISTRIBUTION DATE
following the month in which the PAY OUT EVENT occurred or was declared. If
a rapid amortization begins, the average life of the certificates you hold
may be shortened.
SERVICING FEES AND EXPENSES
The trustee will pay the servicer a 2% annual servicing fee
payable in twelve equal monthly installments. We expect to pay half of the
SERVICING FEE from collections of FINANCE CHARGE RECEIVABLES and half of
the servicing fee from INTERCHANGE allocated to the INVESTOR INTEREST.
INTERCHANGE paid to the servicer is limited to 1% of the INVESTOR INTEREST
less amounts on deposit in the PRINCIPAL FUNDING ACCOUNT. If there is not
enough INTERCHANGE to pay half of the SERVICING FEE, none of the trust, the
trustee nor the certificateholders will be responsible for paying the
servicer the amount of any shortfall. The portion of the servicing fee
allocable to the INVESTOR INTEREST - referred to in this supplement as the
INVESTOR SERVICING FEE - will equal one-twelfth of the product of:
o 2%; and
o the ADJUSTED INVESTOR INTEREST at the
end of the preceding MONTHLY PERIOD.
The servicer will pay expenses out of the servicing fee it
receives, including the fees and expenses of the trustee and independent
certified public accountants and other fees not stated to be paid by the
trust. CMB as the servicer will not be responsible for the payment of any
federal, state or local taxes on your certificates.
CERTIFICATEHOLDER REPORTS
You will receive a monthly report from the trustee as described in
the attached prospectus.
The report will also specify:
o amounts withdrawn from the PRINCIPAL
FUNDING ACCOUNT; and
o the COLLATERAL INTEREST, if any, for
such TRANSFER DATE.
So long as the certificates are listed on the Luxembourg Stock
Exchange, we will publish a notice in a daily newspaper in Luxembourg that
provides the information contained in the monthly report. We expect
initially to publish the notice in the Luxemburger Wort.
If definitive certificates are issued, the monthly notice will be
mailed to your address as it appears on the trustee's register.
LISTING AND GENERAL INFORMATION
We have applied to the Luxembourg Stock Exchange to list the Class
A certificates and Class B certificates. In connection with the listing
application, the Organization Certificate and By-laws of the Bank, and
legal notice relating to the issuance of the Class A certificates and the
Class B certificates will be deposited before we list with the Chief
Registrar of the District Court of Luxembourg, where you may obtain copies
of those documents. The Class A certificates and the Class B certificates
have been accepted for clearance through the facilities of DTC, CEDELBANK
and EUROCLEAR.
The securities identification numbers for the certificates are
listed below:
<TABLE>
<CAPTION>
International
Securities
Identification
CUSIP Number Number (ISIN) Common Code
Class A certificates
Class B certificates
<S> <C> <C> <C>
</TABLE>
As of the date of this supplement, the trust is not involved in
any litigation or arbitration proceeding relating to claims that are
material in the context of the issuance of the certificates, nor so far as
Chase USA is aware are any of those proceedings pending or threatened.
Except as disclosed in this prospectus supplement, there has been
no material adverse change in the financial position of the trust since
___________, 199__ through the date of this prospectus supplement.
The transactions described in this prospectus supplement were
authorized by resolutions adopted by Chase USA's Board of Directors on
__________, 199__ and by Chase USA's Asset and Loan Securitization
Committee as of ________, 199__.
Copies of the POOLING AND SERVICING AGREEMENT, the SERIES 1999-__
SUPPLEMENT, the annual report of independent certified public accountants
described in "Description of the Securities--Description of the
Certificates--Evidence as to Compliance" in the attached prospectus, the
documents referred to under "Where You Can Find More Information" and the
reports to certificateholders referred to under "Reports to
Securityholders" and "Description of the Securities--Description of the
Certificates--Reports to Certificateholders" in the attached prospectus
will be available free of charge at the office of the LISTING AGENT in
Luxembourg. Financial information regarding Chase USA is included in the
consolidated financial statements of The Chase Manhattan Corporation in The
Chase Manhattan Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998. Such report is available, and reports for
subsequent years will be available, at the office of the LISTING AGENT.
So long as there is no paying agent and transfer agent in
Luxembourg, Banque Generale du Luxembourg, S.A. will act as intermediary
agent in Luxembourg. If securities are issued in fully registered,
certificated form under the circumstances described in the attached
prospectus, a paying agent and transfer agent will be appointed in
Luxembourg.
The certificates, the POOLING AND SERVICING AGREEMENT and the
SERIES 1999-__ SUPPLEMENT are each governed by the laws of the State of New
York.
Although we have applied to list the certificates on the
Luxembourg Stock Exchange, we cannot guarantee that the application for the
listing will be accepted. You should consult with the LISTING AGENT in
Luxembourg to determine whether or not the certificates are listed on the
Luxembourg Stock Exchange.
This prospectus supplement and the attached prospectus have been
prepared by Chase USA solely for use in connection with the offering and
listing of the certificates described in this prospectus supplement. Chase
USA has taken reasonable care to ensure that facts stated in this
prospectus supplement and the attached prospectus are true and accurate in
all material respects and there have not been omitted material facts the
omission of which would make misleading any statements of fact or opinion
in this prospectus supplement or the prospectus. Chase USA accepts
responsibility accordingly.
ERISA CONSIDERATIONS
ERISA and the tax code prohibit certain PLANS from engaging in
transactions involving the assets of a PLAN with "parties in interest"
under ERISA or "disqualified persons" under the tax code with respect to
the PLAN. A violation of these "prohibited transaction" rules may generate
excise tax and other liabilities under ERISA and the tax code for such
persons, unless a statutory, regulatory or administrative exemption is
available. PLANS that are governmental PLANS and some church PLANS, as
these PLANS are defined by ERISA, are not subject to ERISA requirements.
CLASS A CERTIFICATES
A violation of the fiduciary and prohibited transaction rules
could occur if the transferor, the trustee, any of the underwriters or any
of their affiliates were a party in interest or a disqualified person with
respect to a PLAN and the Class A certificates were purchased with assets
of that PLAN, unless there is a statutory, regulatory or administrative
exemption. The transferor, the trustee, any of the underwriters and their
affiliates are likely to be parties in interest or disqualified persons
with respect to many PLANS. Before purchasing the Class A certificates, a
PLAN fiduciary or other PLAN investor should consider whether a prohibited
transaction might arise by reason of the relationship between the PLAN and
the transferor, the trustee, any of the underwriters or any of their
affiliates and should consult their counsel regarding the purchase in light
of the fiduciary and prohibited transaction rules of ERISA and the tax code
and the considerations described below and in the attached prospectus.
Under certain circumstances, an ERISA regulation treats the assets
of an entity in which a PLAN holds an equity interest as "plan assets" of
such PLAN. Because the Class A certificates will represent beneficial
interests in the trust, and despite the agreement of the transferor and the
certificate owners to treat the Class A certificates as debt instruments
the Class A certificates are likely to be considered equity interests in
the trust for purposes of this regulation. Accordingly, the assets of the
trust are likely to be treated as "plan assets" of the investing PLANS for
purposes of ERISA and the tax code, unless the exception for
"publicly-offered securities" is applicable. This exception is described in
the attached prospectus. The underwriters anticipate that the Class A
certificates will meet the criteria for treatment as "publicly-offered
securities", as described in the attached prospectus, because:
o no restrictions will be imposed on the transfer of the
Class A certificates;
o it is expected that the Class A certificates will be held
by at least 100 or more investors who were independent of
the issuer and of one another at the conclusion of the
initial public offering although no assurance can be given,
and no monitoring or other measures will be taken to
ensure, that such condition is met; and
o the Class A certificates will be sold as part of an
offering pursuant to an effective registration statement
under the Securities Act and then will be timely registered
under the Exchange Act.
If the foregoing exception under the ERISA regulation was not
satisfied, transactions involving the trust and parties in
interest/disqualified persons with respect to a PLAN that purchases or
holds Class A certificates might be prohibited under ERISA and/or the tax
code and result in excise tax and other liabilities unless an exemption was
available, and any such exemption may not provide relief for all
transactions involving the assets of the trust even if it would otherwise
apply to the purchase of a Class A certificate by a PLAN.
CLASS B CERTIFICATES
The Class B underwriter currently does not expect that the Class B
certificates will be held by at least 100 independent investors and,
therefore, does not expect that the Class B certificates will qualify as
publicly-offered securities under the ERISA regulation referred to in the
preceding paragraph. Accordingly, the Class B certificates may not be
acquired or held by:
o any employee benefit PLAN that is subject to ERISA;
o any PLAN or other arrangement including an individual
retirement account or Keogh Plan, that is subject to the
tax code; or
o any entity whose underlying assets include "plan assets"
under the regulation because the PLAN invested in the
entity.
By its acceptance of a Class B certificate, each Class B
certificateholder will be deemed to have represented and warranted that it
is not and will not be subject to the foregoing limitation.
CONSULTATION WITH COUNSEL
PLAN fiduciaries or other persons contemplating purchasing the
certificates on behalf of or with the assets of any PLAN should consult
their own counsel concerning the consequences to the PLAN of an investment
in the certificates, including the consequences to the PLAN if the assets
of the trust were to become subject to the fiduciary and prohibited
transaction rules of ERISA and the tax code.
Finally, PLAN fiduciaries and other PLAN investors should consider
the fiduciary standards under ERISA or other applicable law in the context
of the PLAN'S particular circumstances before authorizing an investment of
a portion of the PLAN'S assets in the certificates. Accordingly, among
other factors, PLAN fiduciaries and other PLAN investors should consider
whether the investment:
o satisfies the diversification requirement of ERISA or other
applicable law;
o is in accordance with the PLAN's governing instruments; and
o is prudent in light of the risk factors and other factors
discussed in this prospectus supplement.
UNDERWRITING
Chase USA has agreed to sell to the underwriters listed below the
amount of certificates of each class set forth next to each underwriter's
name. Each underwriter has agreed to purchase that amount of those
certificates.
Class A Certificates Principal Amount
Chase Securities Inc. $
----------------
=============
Total $
================
Class B Certificates
Chase Securities Inc. $
----------------
The price to public, underwriters' discounts and commissions, the
concessions that the underwriters may allow to certain dealers, and the
discounts that such dealers may reallow to certain other dealers, each
expressed as a percentage of the principal amount of each class of
certificates are as follows:
<TABLE>
<CAPTION>
Underwriting Selling
Price to discounts and concessions, Reallowance,
Public commissions not to exceed not to exceed
------------------- ------------------ -------------------- -------------------
<S> <C> <C> <C> <C>
Class A certificates ____% ____% ____% ____%
Class B certificates ____% ____% ____% ____%
</TABLE>
After the offering is completed, Chase USA will receive the
proceeds, after deduction of the underwriting and other expenses, listed
below:
<TABLE>
<CAPTION>
Proceeds to Transferor
(as % of the principal Underwriting
Proceeds to amount of the discounts and
Transferor certificates) concessions
---------------------- -------------------------- ----------------------
<S> <C> <C> <C>
Class A certificates $_______ ____% $_______
Class B certificates $_______ ____% $_______
</TABLE>
After the public offering, the public offering price and other
selling terms may be changed by the underwriters.
The underwriters' obligations to acquire any Series 1999-__
certificates will be subject to certain conditions. The underwriters will
offer the Series 1999-__ certificates for sale only if the trust issues the
certificates, and all conditions to the issuance of the certificates are
satisfied or waived. The underwriters have agreed either to purchase all of
the Series 1999-__ certificates, or none of them.
The underwriters may reject any orders in whole or in part.
Chase Securities Inc. is a wholly-owned subsidiary of The Chase
Manhattan Corporation and an affiliate of Chase USA.
Each underwriter has represented and agreed that:
(a) it only issued or passed on and will 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 (as amended) or who is a person to
whom the document may otherwise lawfully be issued or
passed on,
(b) it has complied and will comply with all applicable
provisions of the Financial Services Act 1986 and other
applicable laws and resolutions with respect to anything
done by it in relation to the certificates in, from or
otherwise involving the United Kingdom, and
(c) if that underwriter is an authorized person under the
Financial Services Act 1986, it has only promoted and will
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 this prospectus supplement 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.
This prospectus supplement and the attached prospectus may be used
by Chase Securities Inc. in connection with offers and sales related to
market-making transactions in the certificates. Chase Securities Inc. may
act as principal or agent in such transactions. Such sales will be made at
prices related to prevailing market prices at the time of sale. Chase
Securities Inc. has no obligation to make a market in the certificates and
any such market-making may be discontinued at any time without notice, in
its sole discretion. Chase Securities Inc. is among the underwriters
participating in the initial distribution of the certificates.
OTHER SERIES ISSUED AND OUTSTANDING
The table below discusses the principal characteristics of the
twenty other series of certificates previously issued by the trust and
currently outstanding. For more specific information with respect to any
series, any prospective investor should contact The Chase Manhattan Bank at
(212) 270-6000. The Chase Manhattan Bank will provide, without charge, to
any prospective investor, a copy of the disclosure documents for any other
publicly issued series.
<TABLE>
<CAPTION>
SERIES 1995-2
<S> <C>
1. Class A Certificates
Initial Investor Interest.................................................................$600,000,000
Certificate Rate................................................................................ 6.23%
Controlled Accumulation Amount (subject to adjustment).....................................$50,000,000
Commencement of Controlled Accumulation Period
(subject to adjustment).........................................................September 30, 1999
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest.............................................................$47,728,181.82
Other Enhancement............................................... Subordination of Class B Certificates
Scheduled Payment Date................................................................October 15, 2000
Series 1995-2 Termination Date...........................................................June 15, 2003
Series Issuance Date..................................................................October 19, 1995
2. Class B Certificates
Initial Investor Interest..................................................................$34,090,000
Certificate Rate................................................................................ 6.38%
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest.....................................Same as above for Class A Certificates
Scheduled Payment Date...............................................................November 15, 2000
Series 1995-2 Termination Date..................................Same as above for Class A Certificates
Series Issuance Date............................................Same as above for Class A Certificates
SERIES 1995-3
1. Class A Certificates
Initial Investor Interest.................................................................$450,000,000
Certificate Rate................................................................................ 6.23%
Controlled Accumulation Amount (subject to adjustment).....................................$37,500,000
Commencement of Controlled Accumulation Period (subject to adjustment)...................July 31, 2001
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest.............................................................$35,795,636.36
Other Enhancement................................................Subordination of Class B Certificates
Scheduled Payment Date.................................................................August 15, 2002
Series 1995-3 Termination Date..........................................................April 15, 2005
Series Issuance Date.................................................................November 21, 1995
2. Class B Certificates
Initial Investor Interest..................................................................$25,568,000
Certificate Rate................................................................................ 6.39%
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest.....................................Same as above for Class A Certificates
Scheduled Payment Date..............................................................September 15, 2002
Series 1995-3 Termination Date..................................Same as above for Class A Certificates
Series Issuance Date............................................Same as above for Class A Certificates
SERIES 1995-4
1. Class A Certificates
Initial Investor Interest.................................................................$300,000,000
Certificate Rate.............................................................Three Month LIBOR + 0.20%
Controlled Accumulation Amount (subject to adjustment).....................................$25,000,000
Commencement of Controlled Accumulation Period
(subject to adjustment)...........................................................October 31, 2001
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest.............................................................$35,714,857.14
Other Enhancement............................................... Subordination of Class B Certificates
Scheduled Payment Date...............................................................November 25, 2002
Series 1995-4 Termination Date...........................................................July 25, 2005
Series Issuance Date.................................................................November 29, 1995
2. Class B Certificates
Initial Investor Interest..................................................................$21,428,000
Certificate Rate.............................................................Three Month LIBOR + 0.32%
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest.....................................Same as above for Class A Certificates
Scheduled Payment Date ..............................................................November 25, 2002
Series 1995-4 Termination Date..................................Same as above for Class A Certificates
Series Issuance Date............................................Same as above for Class A Certificates
SERIES 1996-1
1. Class A Certificates
Initial Investor Interest.................................................................$700,000,000
Certificate Rate................................................................................ 5.55%
Controlled Accumulation Amount (subject to adjustment)..................................$58,333,333.33
Commencement of Controlled Accumulation Period
(subject to adjustment)..........................................................December 31, 1999
Annual Servicing Fee Percentage ..................................................................2.0%
Initial Collateral Interest.............................................................$55,682,545.45
Other Enhancement................................................Subordination of Class B Certificates
Scheduled Payment Date................................................................January 15, 2001
Series 1996-1 Termination Date......................................................September 15, 2003
Series Issuance Date..................................................................January 23, 1996
2. Class B Certificates
Initial Investor Interest..................................................................$39,772,000
Certificate Rate................................................................................ 5.71%
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest.....................................Same as above for Class A Certificates
Scheduled Payment Date...............................................................February 15, 2001
Series 1996-1 Termination Date..................................Same as above for Class A Certificates
Series Issuance Date............................................Same as above for Class A Certificates
SERIES 1996-2
1. Class A Certificates
Initial Investor Interest.................................................................$550,000,000
Certificate Rate................................................................................ 5.98%
Controlled Accumulation Amount (subject to adjustment)..................................$45,833,333.33
Commencement of Controlled Accumulation Period
(subject to adjustment)..........................................................December 31, 2004
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest.............................................................$43,750,000.00
Other Enhancement............................................... Subordination of Class B Certificates
Scheduled Payment Date................................................................January 15, 2006
Series 1996-2 Termination Date......................................................September 15, 2008
Series Issuance Date..................................................................January 23, 1996
2. Class B Certificates
Initial Investor Interest..................................................................$31,250,000
Certificate Rate................................................................................ 6.16%
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest.....................................Same as above for Class A Certificates
Scheduled Payment Date...............................................................February 15, 2006
Series 1996-2 Termination Date..................................Same as above for Class A Certificates
Series Issuance Date............................................Same as above for Class A Certificates
SERIES 1996-3
1. Class A Certificates
Initial Investor Interest.................................................................$411,983,000
Certificate Rate................................................................................ 7.09%
Controlled Accumulation Amount (subject to adjustment)..................................$34,331,916.67
Commencement of Controlled Accumulation Period (subject to adjustment)....................May 31, 2005
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest.............................................................$32,772,440.86
Other Enhancement............................................... Subordination of Class B Certificates
Scheduled Payment Date...................................................................June 15, 2006
Series 1996-3 Termination Date.......................................................February 15, 2009
Series Issuance Date..................................................................... May 30, 1996
2. Class B Certificates
Initial Investor Interest..................................................................$23,408,000
Certificate Rate................................................................................ 7.27%
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest.....................................Same as above for Class A Certificates
Scheduled Payment Date...................................................................July 15, 2006
Series 1996-3 Termination Date..................................Same as above for Class A Certificates
Series Issuance Date............................................Same as above for Class A Certificates
SERIES 1996-4
1. Class A Certificates
Initial Investor Interest...............................................................$1,400,000,000
Certificate Rate.............................................................. One Month LIBOR + 0.13%
Controlled Accumulation Amount (subject to adjustment)................................ $116,666,666.67
Commencement of Controlled Accumulation Period
(subject to adjustment)...........................................................October 31, 2002
Annual Servicing Fee Percentage.................................................................. 2.0%
Initial Collateral Interest............................................................$150,000,666.67
Other Enhancement................................................Subordination of Class B Certificates
Scheduled Payment Date...............................................................November 17, 2003
Series 1996-4 Termination Date...........................................................July 17, 2006
Series Issuance Date.................................................................November 14, 1996
2. Class B Certificates
Initial Investor Interest................................................................ $116,666,000
Certificate Rate.............................................................. One Month LIBOR + 0.35%
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest.....................................Same as above for Class A Certificates
Scheduled Payment Date...............................................................December 15, 2003
Series 1996-4 Termination Date..................................Same as above for Class A Certificates
Series Issuance Date............................................Same as above for Class A Certificates
SERIES 1997-1
1. Class A Certificates
Initial Investor Interest...............................................................$1,150,000,000
Certificate Rate.............................................................. One Month LIBOR + 0.09%
Controlled Accumulation Amount (subject to adjustment)..................................$95,833,333.33
Commencement of Controlled Accumulation Period
(subject to adjustment)..........................................................January 31, 2003
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest...............................................................$123,214,619
Other Enhancement................................................Subordination of Class B Certificates
Scheduled Payment Date...............................................................February 15, 2004
Series 1997-1 Termination Date........................................................October 15, 2006
Series Issuance Date.................................................................February 24, 1997
2. Class B Certificates
Initial Investor Interest..................................................................$95,833,000
Certificate Rate............................................................... One Month LIBOR 0.29%
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest.................................... Same as above for Class A Certificates
Scheduled Payment Date................................................................. March 15, 2004
Series 1997-1 Termination Date..................................Same as above for Class A Certificates
Series Issuance Date............................................Same as above for Class A Certificates
SERIES 1997-2
1. Class A Certificates
Initial Investor Interest...............................................................$1,500,000,000
Certificate Rate................................................................................ 6.30%
Controlled Accumulation Amount (subject to adjustment)....................................$125,000,000
Commencement of Controlled Accumulation Period (subject to adjustment)...................July 31, 1999
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest...............................................................$119,318,455
Other Enhancement............................................... Subordination of Class B Certificates
Scheduled Payment Date.................................................................August 15, 2000
Series 1997-2 Termination Date..........................................................April 15, 2003
Series Issuance Date...................................................................August 18, 1997
2. Class B Certificates
Initial Investor Interest..................................................................$85,227,000
Certificate Rate................................................................................ 6.45%
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest.................................... Same as above for Class A Certificates
Scheduled Payment Date..............................................................September 15, 2000
Series 1997-2 Termination Date..................................Same as above for Class A Certificates
Series Issuance Date............................................Same as above for Class A Certificates
SERIES 1997-3
1. Class A Certificates
Initial Investor Interest.................................................................$250,000,000
Certificate Rate............................................................................... 6.777%
Controlled Accumulation Amount
(subject to adjustment)....................................One-twelfth of outstanding balance of
Class A Certificates on August 1, 2003
Commencement of Controlled Accumulation Period
(subject to adjustment)............................................................August 31, 2003
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest................................................................$26,786,048
Other Enhancement................................................Subordination of Class B Certificates
Scheduled Payment Date..............................................................September 15, 2004
Series 1997-3 Termination Date............................................................May 15, 2007
Series Issuance Date................................................................September 22, 1997
2. Class B Certificates
Initial Investor Interest..................................................................$20,833,000
Certificate Rate...............................................................One Month LIBOR + 0.35%
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest.................................... Same as above for Class A Certificates
Scheduled Payment Date................................................................October 15, 2004
Series 1997-3 Termination Date..................................Same as above for Class A Certificates
Series Issuance Date............................................Same as above for Class A Certificates
SERIES 1997-4
1. Class A Certificates
Initial Investor Interest.................................................................$600,000,000
Certificate Rate...............................................................One Month LIBOR + 0.16%
Controlled Accumulation Amount (subject to adjustment).....................................$50,000,000
Commencement of Controlled Accumulation Period
(subject to adjustment)..........................................................November 30, 2001
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest................................................................$64,285,715
Other Enhancement............................................... Subordination of Class B Certificates
Scheduled Payment Date...............................................................December 15, 2002
Series 1997-4 Termination Date.........................................................August 15, 2005
Series Issuance Date..................................................................December 8, 1997
2. Class B Certificates
Initial Investor Interest..................................................................$50,000,000
Certificate Rate...............................................................One Month LIBOR + 0.36%
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest.....................................Same as above for Class A Certificates
Scheduled Payment Date................................................................January 15, 2003
Series 1997-4 Termination Date..................................Same as above for Class A Certificates
Series Issuance Date............................................Same as above for Class A Certificates
SERIES 1997-5
1. Class A Certificates
Initial Investor Interest.................................................................$500,000,000
Certificate Rate............................................................................... 6.194%
Controlled Accumulation Amount (subject to adjustment).....................................$41,666,667
Commencement of Controlled Accumulation Period
(subject to adjustment)..........................................................November 30, 2001
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest................................................................$39,772,819
Other Enhancement............................................... Subordination of Class B Certificates
Scheduled Payment Date...............................................................December 15, 2002
Series 1997-5 Termination Date........................................................ August 15, 2005
Series Issuance Date.................................................................December 23, 1997
2. Class B Certificates
Initial Investor Interest..................................................................$28,409,000
Certificate Rate............................................................................... 6.388%
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest.....................................Same as above for Class A Certificates
Scheduled Payment Date................................................................January 15, 2003
Series 1997-5 Termination Date..................................Same as above for Class A Certificates
Series Issuance Date............................................Same as above for Class A Certificates
SERIES 1998-1
1. Class A-1 Certificates
Initial Investor Interest.................................................................$273,822,563
Certificate Rate..............................................................One Month LIBOR + 0.231%
Controlled Accumulation Amount (subject to adjustment).....................................$22,818,547
Commencement of Controlled Accumulation Period
(subject to adjustment)...........................................................January 31, 2004
Annual Servicing Fee Percentage...................................................................2.0%
Enhancement......................Subordination of Class B Certificates and Initial Collateral Interest
Scheduled Payment Date...............................................................February 15, 2005
Series 1998-1 Termination Date........................................................October 15, 2007
Series Issuance Date.................................................................February 12, 1998
Class A-2 Certificates
Initial Investor Interest.................................................................$245,278,391
Certificate Rate.............................................................One Month LIBOR + 0.1885%
Controlled Accumulation Amount (subject to adjustment).................................... $20,439,866
Commencement of Controlled Accumulation Period
(subject to adjustment)...........................................................January 31, 2004
Annual Servicing Fee Percentage...................................................................2.0%
Enhancement......................Subordination of Class B Certificates and Initial Collateral Interest
Scheduled Payment Date...............................................................February 15, 2005
Series 1998-1 Termination Date........................................................October 15, 2007
Series Issuance Date.................................................................February 12, 1998
Class A-3 Certificates
Initial Investor Interest.................................................................$243,131,534
Certificate Rate.............................................................One Month LIBOR + 0.2445%
Controlled Accumulation Amount (subject to adjustment).....................................$20,260,961
Commencement of Controlled Accumulation Period
(subject to adjustment)...........................................................January 31, 2004
Annual Servicing Fee Percentage...................................................................2.0%
Enhancement......................Subordination of Class B Certificates and Initial Collateral Interest
Scheduled Payment Date...............................................................February 15, 2005
Series 1998-1 Termination Date........................................................October 15, 2007
Series Issuance Date.................................................................February 12, 1998
2. Class B Certificates
Initial Investor Interest..................................................................$63,519,000
Certificate Rate...............................................................One Month LIBOR + 0.37%
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest................................................................$81,668,141
Scheduled Payment Date..................................................................March 15, 2005
Series 1998-1 Termination Date..................................Same as above for Class A Certificates
Series Issuance Date............................................Same as above for Class A Certificates
SERIES 1998-2
1. Class A Certificates
Initial Investor Interest.................................................................$800,000,000
Certificate Rate............................................................Federal Funds Rate + 0.24%
Controlled Accumulation Amount (subject to adjustment).....................................$66,666,667
Commencement of Controlled Accumulation Period
(subject to adjustment)...........................................................January 31, 2000
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest................................................................$85,714,953
Other Enhancement................................................Subordination of Class B Certificates
Scheduled Payment Date...............................................................February 15, 2001
Series 1998-2 Termination Date.......................................................February 15, 2003
Series Issuance Date.....................................................................March 9, 1998
2. Class B Certificates
Initial Investor Interest..................................................................$66,666,000
Certificate Rate.............................................................. One Month LIBOR + 0.25%
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest.................................... Same as above for Class A Certificates
Scheduled Payment Date..................................................................March 15, 2003
Series 1998-2 Termination Date................................. Same as above for Class A Certificates
Series Issuance Date........................................... Same as above for Class A Certificates
SERIES 1998-3
1. Class A Certificates
Initial Investor Interest.................................................................$600,000,000
Certificate Rate............................................................................... 6.000%
Controlled Accumulation Amount (subject to adjustment).....................................$50,000,000
Commencement of Controlled Accumulation Period
(subject to adjustment).............................................................March 31, 2002
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest................................................................$47,728,182
Other Enhancement................................................Subordination of Class B Certificates
Scheduled Payment Date..................................................................April 15, 2003
Series 1998-3 Termination Date.........................................................August 15, 2005
Series Issuance Date.......................................................................May 1, 1998
2. Class B Certificates
Initial Investor Interest..................................................................$34,090,000
Certificate Rate............................................................................... 6.150%
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest.................................... Same as above for Class A Certificates
Scheduled Payment Date....................................................................May 15, 2003
Series 1998-3 Termination Date................................. Same as above for Class A Certificates
Series Issuance Date............................................Same as above for Class A Certificates
SERIES 1998-4
1. Class A Certificates
Initial Investor Interest.................................................................$552,486,188
Certificate Rate............................................................. One Month LIBOR + 0.134%
Controlled Accumulation Amount (subject to adjustment).....................................$46,040,516
Commencement of Controlled Accumulation Period (subject to adjustment).................. July 31, 2007
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest................................................................$59,195,465
Other Enhancement............................................... Subordination of Class B Certificates
Scheduled Payment Date................................................................ August 15, 2008
Series 1998-4 Termination Date.......................................................December 15, 2010
Series Issuance Date.................................................................... July 28, 1998
2. Class B Certificates
Initial Investor Interest..................................................................$46,040,000
Certificate Rate...............................................................One Month LIBOR + 0.36%
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest.................................... Same as above for Class A Certificates
Scheduled Payment Date..............................................................September 15, 2008
Series 1998-4 Termination Date................................. Same as above for Class A Certificates
Series Issuance Date........................................... Same as above for Class A Certificates
SERIES 1998-5
1. Class A Certificates
Initial Investor Interest.................................................................$650,000,000
Certificate Rate...............................................................One Month LIBOR + 0.16%
Controlled Accumulation Amount (subject to adjustment).....................................$54,166,667
Commencement of Controlled Accumulation Period
(subject to adjustment)............................................................August 31, 2002
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest................................................................$69,643,524
Other Enhancement............................................... Subordination of Class B Certificates
Scheduled Payment Date..............................................................September 15, 2003
Series 1998-5 Termination Date........................................................January 15, 2006
Series Issuance Date................................................................September 24, 1998
2. Class B Certificates
Initial Investor Interest..................................................................$54,166,000
Certificate Rate...............................................................One Month LIBOR + 0.36%
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest.................................... Same as above for Class A Certificates
Scheduled Payment Date................................................................October 15, 2003
Series 1998-5 Termination Date................................. Same as above for Class A Certificates
Series Issuance Date........................................... Same as above for Class A Certificates
SERIES 1998-6
1. Class A Certificates
Initial Investor Interest.................................................................$650,000,000
Certificate Rate............................................................. One Month LIBOR + 0.26%
Controlled Accumulation Amount (subject to adjustment).....................................$54,166,667
Commencement of Controlled Accumulation Period (subject to adjustment)..................April 30, 2001
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest................................................................$69,643,524
Other Enhancement................................................Subordination of Class B Certificates
Scheduled Payment Date....................................................................May 15, 2002
Series 1998-6 Termination Date......................................................September 15, 2004
Series Issuance Date.................................................................November 24, 1998
2. Class B Certificates
Initial Investor Interest..................................................................$54,166,000
Certificate Rate.............................................................. One Month LIBOR + 0.51%
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest.....................................Same as above for Class A Certificates
Scheduled Payment Date...................................................................June 15, 2002
Series 1998-6 Termination Date..................................Same as above for Class A Certificates
Series Issuance Date............................................Same as above for Class A Certificates
SERIES 1999-1
1. Class A Certificates
Initial Investor Interest.................................................................$750,000,000
Certificate Rate...............................................................One Month LIBOR + 0.16%
Controlled Accumulation Amount (subject to adjustment).....................................$62,500,000
Commencement of Controlled Accumulation Period (subject to adjustment)..................April 30, 2001
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest................................................................$80,357,143
Other Enhancement............................................... Subordination of Class B Certificates
Scheduled Payment Date....................................................................May 15, 2004
Series 1999-1 Termination Date......................................................September 15, 2006
Series Issuance Date.....................................................................March 4, 1999
2. Class B Certificates
Initial Investor Interest..................................................................$62,500,000
Certificate Rate...............................................................One Month LIBOR + 0.39%
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest.....................................Same as above for Class A Certificates
Scheduled Payment Date...................................................................June 15, 2004
Series 1999-1 Termination Date..................................Same as above for Class A Certificates
Series Issuance Date............................................Same as above for Class A Certificates
SERIES 1999-2
1. Class A Certificates
Initial Investor Interest.................................................................$500,000,000
Certificate Rate...............................................................One Month LIBOR + 0.14%
Controlled Accumulation Amount (subject to adjustment).....................................$41,666,667
Commencement of Controlled Accumulation Period (subject to adjustment)....................May 31, 2001
Annual Servicing Fee Percentage...................................................................2.0%
Initial Collateral Interest................................................................$53,572,096
Other Enhancement............................................... Subordination of Class B Certificates
Scheduled Payment Date...................................................................June 15, 2002
Series 1999-2 Termination Date........................................................October 15, 2004
Series Issuance Date.....................................................................July 15, 1999
2. Class B Certificates
Initial Investor Interest..............................................................$41,666,000
Certificate Rate...........................................................One Month LIBOR + 0.36%
Annual Servicing Fee Percentage...............................................................2.0%
Initial Collateral Interest.................................Same as above for Class A Certificates
Scheduled Payment Date...............................................................July 15, 2002
Series 1999-2 Termination Date..............................Same as above for Class A Certificates
Series Issuance Date........................................Same as above for Class A Certificates
</TABLE>
GLOSSARY OF TERMS FOR PROSPECTUS SUPPLEMENT
"ADJUSTED INVESTOR INTEREST" means,
o the Investor Interest minus
o the amount on deposit in the Principal Funding Account.
"AVAILABLE INVESTOR PRINCIPAL COLLECTIONS" means, for any Monthly
Period, the sum of:
o collections of Principal Receivables received during that
Monthly Period and other amounts allocable to the Investor
Interest, plus
o any Shared Principal Collections from other series that
are allocated to Series 1999- __, minus
o the amount of Reallocated Principal Collections used to
fund the Class A Required Amount and the Class B Required
Amount.
"AVAILABLE RESERVE ACCOUNT AMOUNT" means for any Transfer Date, an
amount equal to the lesser of the amount on deposit in the Reserve Account
and the Required Reserve Account Amount on that Transfer Date available to
be withdrawn from the Reserve Account.
"BASE RATE" means, for any Monthly Period, the annualized percentage
equivalent of a fraction:
o the numerator of which is the sum of
- the Class A Monthly Interest,
- the Class B Monthly Interest,
- the Collateral Monthly Interest, and
- the Investor Servicing Fee for that Monthly Period, and
o the denominator of which is the Investor Interest as of
the close of business on the last day of that Monthly
Period.
"CLASS A ADDITIONAL INTEREST" means an amount equal to the product of:
o 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
o the sum of the Class A Certificate Rate in effect for that
Interest Period, plus 2% per annum, and
o any overdue Class A interest from any prior Distribution Date.
"CLASS A ADJUSTED INVESTOR INTEREST" means, an amount equal to:
o the Class A Investor Interest, minus
o the amount on deposit in the Principal Funding Account.
"CLASS A AVAILABLE FUNDS" means, for any Monthly Period, an amount
equal to the sum of:
o the Class A Floating Allocation of collections of Finance
Charge Receivables allocated to the Investor Interest -
excluding the portion of collections of Finance Charge
Receivables attributable to Servicer Interchange,
o Principal Funding Investment Proceeds, if any, for the
related Transfer Date, and
o amounts, if any, to be withdrawn from the Reserve Account
that are required to be included in Class A Available
Funds.
"CLASS A CERTIFICATE RATE" means a rate of ____% per annum above
LIBOR calculated on the related LIBOR Determination Date for each Interest
Period.
"CLASS A FIXED ALLOCATION" means, for any Monthly Period after the
Revolving Period, the percentage equivalent of a fraction:
o the numerator of which is the Class A Investor Interest as
of the close of business on the last day of the Revolving
Period, and
o 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" means, for any Monthly Period, the
percentage equivalent of a fraction:
o 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
o the denominator of which is equal to the Adjusted Investor
Interest as of the close of business on that day.
"CLASS A INITIAL INVESTOR INTEREST" means $_____.
"CLASS A INVESTOR CHARGE-OFF" means, for any Monthly Period, the
amount by which the Class A Investor Interest is reduced after the
Collateral Interest and the Class B Investor Interest have been reduced to
zero due to the allocation of the Investor Default Amount.
"CLASS A INVESTOR DEFAULT AMOUNT" means a portion of the Investor
Default Amount that is allocated to the Class A certificateholders on each
Transfer Date in an amount equal to the product of:
o the Class A Floating Allocation applicable during the
related Monthly Period and
o the Investor Default Amount for that Monthly Period.
"CLASS A INVESTOR INTEREST" means, for any date, an amount equal to:
o the Class A Initial Investor Interest, minus
o the aggregate amount of principal payments made to Class A
certificateholders before that date, minus
o the excess, if any, of the aggregate amount of Class A
Investor Charge-Offs for all preceding Transfer Dates over
the amount of any reimbursements of Class A Investor
Charge-Offs for all preceding Transfer Dates.
"CLASS A MONTHLY INTEREST" means, for any Distribution Date, an
amount equal to the product of:
o the Class A Certificate Rate for the related Interest Period,
o the actual number of days in that Interest Period divided
by 360 and
o the principal balance of the Class A certificates on the
related Record Date.
"CLASS A MONTHLY PRINCIPAL" means, with respect to any Transfer
Date during to the Controlled Accumulation Period or the Rapid Amortization
Period, an amount equal to the least of:
o the Available Investor Principal Collections on deposit in
the Principal Account,
o for each Transfer Date during the Controlled Accumulation
Period, prior to the payment in full of the Class A
Investor Interest, and on or prior to the Class A
Scheduled Payment Date, the applicable Controlled Deposit
Amount for that Transfer Date and
o the Class A Adjusted Investor Interest prior to any
deposits on that Transfer Date.
"CLASS A REQUIRED AMOUNT" shall equal the amount, if any, by which
the sum of:
o Class A Monthly Interest and overdue Class A Monthly
Interest and Class A Additional Interest,
o the Class A Servicing Fee and any overdue Class A
Servicing Fee, and
o the Class A Investor Default Amount exceeds the Class A
Available Funds for the related Monthly Period.
"CLASS A SCHEDULED PAYMENT DATE" means the ________ Distribution Date.
"CLASS A SERVICING FEE" means the share of the Investor Servicing
Fee allocable to the Class A Investor Interest equal to one-twelfth of the
product of:
o the Class A Floating Allocation,
o the Net Servicing Fee Rate and
o the Adjusted Investor Interest.
"CLASS B ADDITIONAL INTEREST" means an amount equal to the product of:
o 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
o the sum of the Class B Certificate Rate for that Interest
Period, plus 2% per annum, and
o any overdue Class B interest from any prior Transfer Date.
"CLASS B AVAILABLE FUNDS" means, with respect to any Monthly Period,
the Class B Floating Allocation of
o collections of Finance Charge Receivables allocated to the
Investor Interest minus
o the portion of collections of Finance Charge Receivables
attributable to Servicer Interchange.
"CLASS B CERTIFICATE RATE" means a rate of ____% per annum above
LIBOR calculated on the related LIBOR Determination Date with respect to
each Interest Period.
"CLASS B FIXED ALLOCATION" means, for any Monthly Period after the
Revolving Period, the percentage equivalent of a fraction:
o the numerator of which is equal to the Class B Investor
Interest at the close of business on the last day of the
Revolving Period, and
o the denominator of which is equal to the Investor Interest
at the close of business on the last day of the Revolving
Period.
"CLASS B FLOATING ALLOCATION" means, for any Monthly Period, the
percentage equivalent of a fraction:
o the numerator of which is the Class B Investor Interest at
the close of business on the last day of the preceding
Monthly Period, and
o the denominator of which is equal to the Adjusted Investor
Interest as of the close of business on that day.
"CLASS B INITIAL INVESTOR INTEREST" means $___________.
"CLASS B INVESTOR CHARGE-OFF" means, for any Monthly Period, the
amount by which the Class B Investor Interest is reduced if the Collateral
Interest is reduced to zero due to the allocation of the Investor Default
Amount and Reallocated Principal Collections.
"CLASS B INVESTOR DEFAULT AMOUNT" means a portion of the Investor
Default Amount that is allocated to the Class B certificateholders on each
Transfer Date in an amount equal to the product of:
o the Class B Floating Allocation applicable during the
related Monthly Period and
o the Investor Default Amount for that Monthly Period.
"CLASS B INVESTOR INTEREST" means, for any date, an amount equal to:
o the Class B Initial Investor Interest, minus
o the aggregate amount of principal payments made to Class B
certificateholders before that date, minus
o the aggregate amount of Class B Investor Charge-Offs for
all prior Transfer Dates, minus
o the aggregate amount of Reallocated Class B Principal
Collections for all prior Transfer Dates for which the
Collateral Interest has not been reduced, minus
o an amount equal to the aggregate amount by which the Class
B Investor Interest has been reduced to fund the Class A
Investor Default Amount on all prior Transfer Dates and
plus
o the aggregate amount of Excess Spread allocated and
available on all prior Transfer Dates for the purpose of
reimbursing amounts deducted pursuant to the preceding
three bullet items.
"CLASS B MONTHLY INTEREST" means, for any Distribution Date, an
amount equal to the product of:
o the Class B Certificate Rate for the related Interest Period,
o the actual number of days in that Interest Period divided
by 360 and
o the outstanding principal balance of the Class B
certificates on the related Record Date.
"CLASS B MONTHLY PRINCIPAL" means, with respect to any Transfer
Date during the Controlled Accumulation Period or the Rapid Amortization
Period, after the Class A certificates have been paid in full, an amount
equal to the lesser of:
o the Available Investor Principal Collections on deposit in
the Principal Account with respect to that Transfer Date
minus the portion of Available Investor Principal
Collections applied to Class A Monthly Principal on such
Transfer Date and
o the Class B Investor Interest for that Transfer Date.
"CLASS B REQUIRED AMOUNT" shall equal the sum of:
o the amount, if any, by which the sum of
- Class B Monthly Interest and overdue Class B Monthly
Interest and Class B Additional Interest thereon, and
- the Class B Servicing Fee and any overdue Class B
Servicing Fee
exceeds the Class B Available Funds for the related Monthly Period; and
o the Class B Investor Default Amount, if any, for the
related Monthly Period.
"CLASS B SCHEDULED PAYMENT DATE" means the ________ Distribution Date.
"CLASS B SERVICING FEE" means the share of the Investor Servicing
Fee allocable to the Class B Investor Interest equal to one-twelfth of the
product of:
o the Class B Floating Allocation,
o the Net Servicing Fee Rate, and
o the Adjusted Investor Interest.
"CLOSING DATE" means the date of issuance of the series.
"COLLATERAL AVAILABLE FUNDS" means, with respect to any Monthly
Period, the Collateral Floating Allocation of:
o collections of Finance Charge Receivables allocated to the
Investor Interest, minus
o the portion of collections of Finance Charge Receivables
attributable to Interchange that is allocable to Servicer
Interchange.
"COLLATERAL CHARGE-OFF" means the amount by which the Collateral
Interest is reduced due to the allocation of the Investor Default Amount
and Reallocated Principal Collections.
"COLLATERAL DEFAULT AMOUNT" means a portion of the Investor
Default Amount that is allocated to the Collateral Interest on each
Transfer Date in an amount equal to the product of:
o the Investor Default Amount for the related Monthly Period and
o the Collateral Floating Allocation for that Monthly Period.
"COLLATERAL FIXED ALLOCATION" means, for any Monthly Period after
the Revolving Period, the percentage equivalent of a fraction:
o the numerator of which is equal to the Collateral Interest
as of the close of business on the last day of the
Revolving Period, and
o 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" means, for any Monthly Period, the
percentage equivalent of a fraction:
o the numerator of which is equal to the Collateral Interest
as of the close of business on the last day of the
preceding Monthly Period and
o the denominator of which is equal to the Adjusted Investor
Interest as of the close of business on that day.
"COLLATERAL INTEREST" means, for any date, an amount equal to:
o the Initial Collateral Interest, minus
o the aggregate amount of principal payments made to the
Collateral Interest holder prior to that date, minus
o the aggregate amount of Collateral Charge-Offs for all
prior Transfer Dates, minus
o the aggregate amount of Reallocated Principal Collections
for all prior Transfer Dates, minus
o an amount equal to the aggregate amount by which the
Collateral Interest has been reduced to fund the Class A
Investor Default Amount and the Class B Investor Default
Amount on all prior Transfer Dates plus
o the aggregate amount of Excess Spread allocated and
available on all prior Transfer Dates for the purpose of
reimbursing amounts deducted according to the three
preceding bullets.
"COLLATERAL INTEREST SERVICING FEE" means the share of the
Investor Servicing Fee allocable to the Collateral Interest holder equal to
one-twelfth of the product of:
o the Collateral Floating Allocation,
o the Net Servicing Fee Rate, and
o the Adjusted Investor Interest.
"COLLATERAL MONTHLY INTEREST" means, for any Transfer Date, an amount
equal the product of:
o the Collateral Rate, provided, however, that for purposes
of calculating the Base Rate for that Transfer Date, the
Collateral Rate will be equal to the lesser of
- the interest rate designated in the Loan Agreement and
- LIBOR plus 1.5% per annum,
o the actual number of days in the related Interest Period
divided by 360 and
o the Collateral Interest as of the related Record Date or,
with respect to the first Transfer Date, the Initial
Collateral Interest.
"COLLATERAL MONTHLY PRINCIPAL" means:
o for any Transfer Date during the Revolving Period
following any reduction of the Required Collateral
Interest, an amount equal to the lesser of
- the excess, if any, of the Collateral Interest over the
Required Collateral Interest on such Transfer Date, and
- the Available Investor Principal Collections on that
Transfer Date or
o for any Transfer Date during the Controlled Accumulation
Period or Rapid Amortization Period, an amount equal to
the lesser of
- the excess, if any, of the Collateral Interest over the
Required Collateral Interest on such Transfer Date, and
- the excess, if any, of
o the Available Investor Principal Collections on
such Transfer Date over
o the sum of the Class A Monthly Principal and the
Class B Monthly Principal for such Transfer Date.
"COLLATERAL RATE" means an amount equal to the interest rate with
respect to the Collateral Interest designated in the Loan Agreement.
"CONTROLLED ACCUMULATION AMOUNT" means the amount scheduled to be
deposited in the Principal Funding Account on each Transfer Date during the
Controlled Accumulation Period which is initially scheduled to be $_____
but can become a larger amount if the Controlled Accumulation Period is
shorter than twelve months.
"CONTROLLED ACCUMULATION PERIOD" means, unless a Pay Out Event has
occurred, the period commencing at the close of business after the
Revolving Period and ending on the first to occur of:
o the commencement of the Rapid Amortization Period or
o the Series 1999-[ ] Termination Date.
"CONTROLLED DEPOSIT AMOUNT" means the amount to be deposited in
the Principal Funding Account on each Transfer Date during the Controlled
Accumulation Period to cover principal amounts due Class A
certificateholders on the Class A Scheduled Payment Date equal to the sum
of:
o the Controlled Accumulation Amount for that Transfer Date, and
o any remaining shortfall in the Controlled Deposit Amount
for any prior Distribution Date.
"DEFAULT AMOUNT" means the Receivables in Defaulted Accounts for any
Monthly Period.
"DETERMINATION DATE" means the fourth business day preceding each
Transfer Date.
"DISTRIBUTION DATE" means the 15th day of each month, or if the 15th
day is not a business day, the next business day.
"ERISA" means the Employee Retirement Income Security Act of 1974.
"EUROCLEAR" means the Euroclear System which is operated by Morgan
Guaranty Trust Company of New York's Brussels, Belgium office.
"EXCESS FINANCE CHARGE COLLECTIONS" means those finance charge
collections described under "Description of the Certificates--Shared Excess
Finance Charge Collections" in this supplement.
"EXCESS SPREAD" means, for each Transfer Date, the sum of the amounts
remaining after:
o application of the Class A Available Funds to the Class A
Required Amount,
o application of the Class B Available Funds to interest
payments and the portion of the servicing fee allocated to
Class B and
o application of Collateral Available Funds to the payment
of the Collateral Interest Servicing Fee, if any, plus the
amount of any overdue Collateral Interest Servicing Fee if
CMB or any affiliate or The Bank of New York is not the
servicer.
"FIXED INVESTOR PERCENTAGE" means the Investor Percentage
described under "Description of Certificates--Allocation Percentages" in
this supplement.
"FLOATING INVESTOR PERCENTAGE" means the Investor Percentage
described under "Description of the Certificates--Allocation Percentages"
in this supplement.
"GROUP I" means the group of series under the trust to which the
Series 1999-__ certificates belong.
"INITIAL COLLATERAL INTEREST" means $__________.
"INITIAL INVESTOR INTEREST" means $_______.
"INTEREST PERIOD" means, in relation to any Distribution Date, the
period from the previous Distribution Date through the day before that
Distribution Date.
"INVESTOR DEFAULT AMOUNT" means the product of:
o the Default Amount and
o the Floating Investor Percentage.
"INVESTOR INTEREST" means, the sum of the Class A Investor
Interest, the Class B Investor Interest and the Collateral Interest.
"INVESTOR SERVICING FEE" means, as of any Transfer Date, an amount
equal to one-twelfth of the product of:
o 2.0%, and
o the Adjusted Investor Interest as of the last day of the
Monthly Period preceding that Transfer Date; provided,
however, with respect to the first Transfer Date, the
Investor Servicing Fee shall be equal to the product of
- 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 _________ Monthly
Period and the denominator of which is 360,
- 2.0%, and
- the Investor Interest on the Closing Date.
"LIBOR" means as of any LIBOR Determination Date, the rate for
deposits in United States dollars for a period equal to the relevant
Interest Period which appears on Telerate Page 3750 as of 11:00 a.m.,
London time, on that date. If that rate does not appear on Telerate Page
3750, "LIBOR" will 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.
"LIBOR DETERMINATION DATE" means:
o _____, 1999 for the period from the Closing Date through
_____, 1999, and
o for any other Interest Period, the second business day
before the Distribution Date on which that Interest Period
begins.
"LISTING AGENT" means the Banque Generale du Luxembourg, S.A.
"LOAN AGREEMENT" means the loan agreement among the trustee, Chase
USA, the servicer and the Collateral Interest holder.
"MONTHLY INTEREST" means interest accrued for a specific month for
the Series 1999-[ ], any class of certificates or the Collateral Interest.
"MONTHLY PERIOD" means a calendar month, except that the first
Monthly Period for Series 1999-[ ]:
o begins on the Closing Date for Series 1999-[ ] and
o ends on the last day of the calendar month before the month
in which the first Distribution Date occurs for Series
1999-[ ].
"NET SERVICING FEE RATE" means 1.0% per annum.
"PAY OUT EVENT" means any of the events described under
"Description of the Certificates--Pay Out Events" in this supplement.
"PORTFOLIO YIELD" means the annualized percentage equivalent of
a fraction:
o the numerator of which is the sum of
- collections of Finance Charge Receivables,
- investment earnings on amounts in the Principal Funding
Account, and
- amounts withdrawn from the Accumulation Period Reserve
Account, and deposited into the Finance Charge Account
for such Monthly Period
calculated on a cash basis after subtracting the Investor
Default Amount and
o the denominator of which is the Investor Interest.
"PRINCIPAL ACCOUNT" means an account held for the benefit of the
certificateholders in which the servicer will deposit collections of
Principal Receivables allocated to the certificateholders.
"PRINCIPAL FUNDING ACCOUNT" means an Eligible Deposit Account held
for the benefit of the Class A certificateholders in which collections of
Principal Receivables allocated to the Class A certificateholders
are accumulated.
"PRINCIPAL FUNDING INVESTMENT PROCEEDS" means, for each Transfer Date:
o the investment earnings on funds in the Principal Funding
Account minus
o investment expenses and losses
for the period from and including the immediately preceding Transfer Date
to but excluding that Transfer Date.
"REALLOCATED CLASS B PRINCIPAL COLLECTIONS" means, for any Monthly
Period, collections of Principal Receivables allocable to the Class B
Investor Interest for that Monthly Period in an amount not to
exceed the greater of:
o the amount applied to fund the Class A Required Amount,
if any, and
o the Class B Investor Interest after giving effect to any
Class B Investor Charge-Offs for the related Transfer
Date.
"REALLOCATED COLLATERAL PRINCIPAL COLLECTIONS" means, for any
Monthly Period, collections of Principal Receivables allocable to the
Collateral Interest for that Monthly Period in an amount not to exceed
the greater of:
o the amount applied to fund the Class A Required Amount and
the Class B Required Amount, and
o the Collateral Interest after giving effect to any
Collateral Charge-Offs for the related Transfer Date.
"REALLOCATED PRINCIPAL COLLECTIONS" means the sum of all Reallocated
Class B Principal Collections and Reallocated Collateral Principal Collections.
"RECORD DATE" means the last business day of the calendar month
preceding a Distribution Date which is the day on which a certificateholder
must be the registered holder of a certificate to receive a payment on that
Distribution Date.
"REFERENCE BANKS" means four major banks in the London interbank
market selected by the servicer.
"REQUIRED COLLATERAL INTEREST" means for any Transfer Date, 9% of the
sum of:
o the Class A Adjusted Investor Interest,
o the Class B Investor Interest, and
o the Collateral Interest
after taking into account deposits into the Principal Funding Account on
that Transfer Date and payments to be made on the related Distribution
Date, and the Collateral Interest on the prior Transfer Date after any
adjustments made on such Transfer Date, but not less than $__________;
provided, however,
o that if certain reductions in the Collateral Interest are
made or if a Pay Out Event occurs, the Required Collateral
Interest for such Transfer Date will equal the Required
Collateral Interest for the Transfer Date immediately
preceding the occurrence of the reduction or Pay Out
Event,
o in no event will the Required Collateral Interest exceed
the unpaid principal amount of the certificates as of the
last day of the Monthly Period preceding the Transfer Date
after taking into account payments to be made on the
related Distribution Date and
o the Required Collateral Interest may be reduced to a
lesser amount at any time if the Rating Agency Condition
is satisfied.
"REQUIRED RESERVE ACCOUNT AMOUNT" means for any Transfer Date on
or after the Reserve Account Funding Date an amount equal to:
o 0.50% of the outstanding principal balance of the Class A
certificates or
o any other amount designated by Chase USA;
provided, that if Chase USA designates a lesser amount, Chase USA will
provide the servicer, the Collateral Interest holder and the trustee with
evidence that the Rating Agency Condition has been satisfied and will
certify that the designation will not cause a Pay Out Event.
"RESERVE ACCOUNT" means an Eligible Deposit Account in which the
servicer will deposit the Required Reserve Account Amount on or after the
Reserve Account Funding Date to cover shortfalls in investment earnings on
the Principal Funding Account.
"RESERVE ACCOUNT FUNDING DATE" means the Transfer Date for the
Monthly Period which begins no later than three months before the
Controlled Accumulation Period starts, or an earlier date designated by
the servicer.
"REVOLVING PERIOD" means the period that begins on the Closing
Date and ends at the commencement of the Controlled Accumulation Period or,
if earlier, the Rapid Amortization Period.
"SERIES 1999-_ TERMINATION DATE" means the earliest to occur of :
o the Distribution Date on which the Investor Interest
is paid in full,
o the ______ Distribution Date and
o the Trust Termination Date.
"SERIES 1999-__ SUPPLEMENT" means the supplement to the Pooling
and Servicing Agreement relating to the Series 1999-__ certificates.
"SERVICER INTERCHANGE" means, for any Monthly Period, an amount
equal to Finance Charge Receivables allocated to the Investor Interest for
that Monthly Period which are attributable to Interchange
but not in excess of one-twelfth of the product of:
o the Adjusted Investor Interest, as of the last day
of that Monthly Period; and
o 1.0%.
"SERVICING FEE" means the fee the servicer will receive as
servicing compensation from the trust.
"SHARED PRINCIPAL COLLECTIONS" means those principal collections
described under "Description of the Certificates--Shared Principal
Collections" in this supplement.
"TELERATE PAGE 3750" means the display page on the Dow Jones
Telerate Service with that number - or any other page that replaces that
page on that service.
"TRANSFER DATE" means the business day immediately prior to a
Distribution Date.
[FLAG]
The information in this prospectus supplement and prospectus is not
complete and may be changed. We cannot sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. Neither this prospectus supplement nor the prospectus is an
offer to sell these securities and it is not soliciting an offer to buy
these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED AUGUST 25, 1999
PROSPECTUS SUPPLEMENT TO PROSPECTUS, DATED ____, 1999
CHASE CREDIT CARD OWNER TRUST 1999-__ Issuer
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, Transferor and Administrator
THE CHASE MANHATTAN BANK, Servicer of Chase Credit Card Master Trust
$_________ CLASS A FLOATING RATE ASSET BACKED NOTES, SERIES 1999-__
$_________ CLASS B FLOATING RATE ASSET BACKED NOTES, SERIES 1999-__
$_________ CLASS C FLOATING RATE ASSET BACKED NOTES, SERIES 1999-__
<TABLE>
<S> <C> <C> <C>
Class A Class B Class C
Principal Amount $_______________ $_______________ $_______________
Price $________ (___%) $________ (___%) $________ (___%)
Underwriters' Commissions $________ (___%) $________ (___%) $________ (___%)
Proceeds to the Issuer $________ (___%) $________ (___%) $________ (___%)
Interest Rate one-month LIBOR + one-month LIBOR + one-month LIBOR +
___% p.a. ___% p.a. ___% p.a.
Interest Payment Dates monthly on the 15th monthly on the 15th monthly on the 15th
First Interest Payment Date ____________, 1999 _____________, 1999 _____________, 1999
Note Maturity Date ____________, ___ _____________, ____ _____________, ____
</TABLE>
THE CLASS B NOTES ARE SUBORDINATED TO THE CLASS A NOTES. THE CLASS C NOTES
ARE SUBORDINATED TO THE CLASS A NOTES AND THE CLASS B NOTES.
THESE SECURITIES ARE INTERESTS IN CHASE CREDIT CARD OWNER TRUST 1999-__,
AND ARE BACKED ONLY BY THE ASSETS OF THE OWNER TRUST. NEITHER THESE
SECURITIES NOR THE ASSETS OF THE OWNER TRUST ARE RECOURSE OBLIGATIONS OF
CHASE CREDIT CARD MASTER TRUST, CHASE MANHATTAN BANK USA, N.A., THE CHASE
MANHATTAN BANK OR ANY OF THEIR AFFILIATES, OR OBLIGATIONS INSURED BY THE
FDIC.
THESE SECURITIES ARE HIGHLY STRUCTURED. BEFORE YOU PURCHASE THESE
SECURITIES, BE SURE YOU UNDERSTAND THE STRUCTURE AND THE RISKS. SEE "RISK
FACTORS" BEGINNING ON PAGE S-15 OF THIS PROSPECTUS SUPPLEMENT.
WE HAVE APPLIED TO HAVE THE SECURITIES LISTED ON THE LUXEMBOURG STOCK
EXCHANGE.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE
ADEQUACY OR ACCURACY OF THE DISCLOSURES IN THIS SUPPLEMENT AND THE ATTACHED
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The underwriters for each class of notes have agreed to purchase those
notes, subject to the terms and conditions in the underwriting agreement.
Underwriters of the Class A Notes
CHASE SECURITIES INC.
Underwriters of the Class B Notes
CHASE SECURITIES INC.
Underwriters of the Class C Notes
CHASE SECURITIES INC.
The date of this Prospectus Supplement is ______, 1999.
TABLE OF CONTENTS
WHERE TO FIND INFORMATION IN THESE DOCUMENTS.........................S-4
SUMMARY OF TERMS.....................................................S-6
STRUCTURAL SUMMARY...................................................S-8
SELECTED MASTER TRUST PORTFOLIO SUMMARY DATA........................S-13
RISK FACTORS........................................................S-15
You May Receive Principal Payments Earlier or Later than
the Scheduled Maturity Date if the Portfolio Yield is
Reduced.......................................................S-15
Allocations of Charged-off Receivables Could Reduce
Payments to You...............................................S-17
Issuance of Additional Series by the Master Trust May
Affect the Timing of Payments to You..........................S-18
Chase USA May Add Accounts With Different Terms to
the Master Trust Portfolio ...................................S-18
Chase USA May Not be Able to Add New Accounts When
Required Under the Pooling and Servicing Agreement............S-19
Insolvency or Bankruptcy of Chase USA Could Result in
Accelerated, Delayed or Reduced Payments to You...............S-19
You Will Have Limited Control of Owner Trust and Master
Trust Actions.................................................S-21
You May Not Be Able to Resell Your Notes.........................S-21
Repayment of Your Notes is Limited to the Owner Trust
Assets........................................................S-21
Class B and Class C Bear Losses Before Class A...................S-21
CHASE CREDIT CARD MASTER TRUST PORTFOLIO............................S-23
General..........................................................S-23
Delinquency and Loss Experience..................................S-23
Characteristics of Receivables Portfolio.........................S-24
MATURITY CONSIDERATIONS.............................................S-28
Controlled Accumulation..........................................S-28
Rapid Amortization Period........................................S-29
Historical Payment Rates.........................................S-29
RECEIVABLE YIELD CONSIDERATIONS.....................................S-30
CREATION OF THE OWNER TRUST.........................................S-31
USE OF PROCEEDS.....................................................S-31
DESCRIPTION OF THE SECURITIES.......................................S-32
Description of the Series Certificate............................S-32
General..........................................................S-32
Interest Allocations.............................................S-33
Principal Allocations............................................S-33
Controlled Accumulation..........................................S-34
Allocation Percentages...........................................S-34
Reallocation of Cash Flows.......................................S-35
Application of Collections.......................................S-35
Shared Excess Finance Charge Collections.........................S-40
Shared Principal Collections.....................................S-40
Defaulted Receivables............................................S-40
Principal Funding Account........................................S-41
Accumulation Period Reserve Account..............................S-41
Pay Out Events...................................................S-42
Servicing Fees and Expenses......................................S-45
DESCRIPTION OF THE NOTES............................................S-45
General..........................................................S-45
Subordination....................................................S-46
Interest Payments................................................S-46
Principal Payments...............................................S-47
Optional Redemption..............................................S-48
Distributions....................................................S-48
Owner Trust Spread Account.......................................S-49
Events of Default................................................S-50
Noteholder Reports...............................................S-51
LISTING AND GENERAL INFORMATION.....................................S-51
UNDERWRITING........................................................S-53
OTHER SERIES ISSUED AND OUTSTANDING.................................S-55
GLOSSARY OF TERMS FOR PROSPECTUS SUPPLEMENT.........................S-66
WHERE TO FIND INFORMATION IN THESE DOCUMENTS
The attached prospectus provides general information about Chase
Credit Card Owner Trust 1999-__ and Chase Credit Card Master Trust,
including terms and conditions that are generally applicable to the notes
issued by the owner trust and the certificates issued by the master trust.
The specific terms of the notes and the series certificate are described in
this supplement.
This supplement begins with several introductory sections describing
your series, Chase Credit Card Owner Trust 1999-___ and Chase Credit Card
Master Trust in abbreviated form:
o Summary of Terms provides important amounts, dates and other
terms of your notes;
o Structural Summary gives a brief introduction to the key
structural features of your notes and the series certificate
and directions for locating further information;
o Selected Master Trust Portfolio Summary Data gives certain
financial information about the assets of the master trust;
and
o Risk Factors describes risks that apply to your notes and the
series certificate.
As you read through these sections, cross-references will direct you
to more detailed descriptions in the attached prospectus and elsewhere in
this supplement. You can also directly reference key topics by looking at
the table of contents pages in this supplement and the attached prospectus.
As a purchaser of notes, you should review carefully the description
of the series certificate in this prospectus supplement and the prospectus.
The most significant asset of the owner trust will be the series
certificate issued by the master trust and pledged to secure the notes.
This prospectus supplement and the attached prospectus may be used by
Chase Securities Inc., an affiliate of Chase Manhattan Bank USA, N.A. and
of The Chase Manhattan Bank and a subsidiary of The Chase Manhattan
Corporation, in connection with offers and sales related to market-making
transactions in the notes offered by this supplement and the attached
prospectus. Chase Securities Inc. may act as principal or agent in such
transactions. Such sales will be made at prices related to prevailing
market prices at the time of sale.
You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the prospectus. We have not
authorized anyone to provide you with different information.
We are not offering these notes in any state where the offer is not
permitted.
We do not make any representation as to the accuracy of the
information in this prospectus supplement and the prospectus as of any date
other than the dates stated on their respective covers.
TO UNDERSTAND THE STRUCTURE AND TERMS OF THESE SECURITIES, YOU MUST READ
CAREFULLY THE ATTACHED PROSPECTUS AND THIS SUPPLEMENT IN THEIR ENTIRETY.
SUMMARY OF TERMS
Seller and Administrator: Chase Manhattan Bank USA, National
Association - "Chase USA"
Issuer: Chase Credit Card Owner Trust 1999-__
Indenture Trustee:
Owner Trustee:
Pricing Date: _________, ____
Closing Date: _________, ____
Clearance and Settlement: DTC/Cedelbank/Euroclear
Owner Trust Assets: The series certificate issued by Chase Credit
Card Master Trust representing the right to
certain collections on receivables originated
in the VISA and MasterCard accounts
comprising the master trust portfolio,
including recoveries on charged-off
receivables and fees payable by VISA and
MasterCard to Chase USA. The series
certificate will be rated in one of the four
highest rating categories by at least one
nationally recognized rating agency.
% of Initial Series
Note Structure: Amount Principal Amount
Class A $___________ ___%
Class B $___________ ___%
Class C $___________ ___%
Annual Servicing Fee:
CLASS A CLASS B CLASS C
Credit Enhancement: subordination subordination spread account
of Class B of Class C
and Class C
ERISA Eligible: Yes*** Yes*** Yes***
*** (investors
subject to ERISA
should consult with
their counsel)
Interest Rate: [1-month LIBOR + [1-month LIBOR + [1-month LIBOR +
___% p.a.] ___% p.a.] ___% p.a.]
Interest Accrual
Method: actual/360 actual/360 actual/360
Interest Payment
Dates: monthly (15th) monthly (15th) monthly (15th)
Interest Rate Index [2 business days [2 business days [2 business days
Reset Date: before each before each before each
interest interest interest
payment date] payment date] payment date]
First Interest
Payment Date: _________, ___ _________, ___ __________, ___
Scheduled Note
Payment Date: _________, 20xx _________, 20xx _________, 20xx
Final Note Payment
Date
(no later than): _________, 20xx _________, 20xx _________, 20xx
Application for
Exchange Listing: Luxembourg Luxembourg Luxembourg
CUSIP Number: ______________ ______________ ______________
ISIN: ______________ ______________ ______________
Common Code: ______________ ______________ ______________
Anticipated Ratings:
(Moody's/S&P/Fitch Aaa/AAA/AAA A2/A/A [Baa2/BBB/BBB]
IBCA)
- ------------------------
* It is a condition of issuance that at least one of the anticipated
ratings be obtained for Class A and Class B notes and that at least
two of the anticipated ratings be obtained of the Class C notes.
STRUCTURAL SUMMARY
This summary briefly describes certain major structural components of
Series 1999-__. To fully understand the terms of Series 1999-__ you will
need to read both this supplement and the attached prospectus in their
entirety.
THE OWNER TRUST AND THE NOTES
The notes are obligations of the owner trust and bear interest at the rates
and are payable on the dates stated in the summary of terms. The notes will
be issued by the owner trust. The owner trust is a [Delaware business]
[common law] trust formed by Chase USA for the purpose of issuing the
notes. Chase USA is the beneficial owner of the owner trust.
The notes are secured by the series certificate and the proceeds of the
series certificate that may be held from time to time by the owner trust.
For more information on the owner trust, see "Creation of the Owner Trust"
in this supplement. For more information on the notes, see "Description of
the Securities-- Description of the Notes" in this supplement.
THE MASTER TRUST AND THE SERIES CERTIFICATE
Chase Credit Card Master Trust is the issuer of the series certificate. The
series certificate for Series 1999-__ is one of twenty-one outstanding series
issued by the master trust. The series certificate will not be subordinated
to any other series of certificates issued by the master trust. The trustee
of the master trust maintains the master trust for several beneficiaries:
o the owner trust, as holder of the series certificate for Series
1999-__, is entitled to an allocation of collections on the
receivables in the master trust portfolio based on the outstanding
amount of the series certificate;
o certificateholders of other series issued by the master trust are
entitled to allocations of collections on the receivables based on
the aggregate outstanding amount of each series;
o providers of credit enhancements for certain series of certificates
issued by the master trust are entitled to allocations of
collections on the receivables based on the terms of those
enhancements; and
o Chase USA, as transferor of the receivables to the master trust, is
entitled to the remainder of the collections on the receivables.
The series certificate represents an undivided interest in certain assets
of the master trust. Each month, a portion of collections and net losses on
the receivables will be allocated to the owner trust as holder of the
series certificate. The amounts allocated to the series certificate will be
used to pay principal and interest due on the notes, to cover net losses
allocated to the series certificate and to pay the servicing fees and other
expenses allocated to the series certificate.
For more information on the series certificate, see "Description of the
Securities - Description of the Series Certificate" in this supplement. For
more information on the allocation of collections on the series certificate
and payment on the series certificate, see "Description of the
Securities--Description of the Series Certificate-- Interest Allocations,"
"--Principal Allocations" and "--Allocation Percentages" in this
supplement.
SHARING EXCESS COLLECTIONS
If the collections allocated to the series certificate exceed the principal
and interest payable on the notes, the servicing fee payable to the
servicer of the master trust, net losses allocated to the series and any
required funding of the spread account (collections > principal + interest
+ servicing fee + losses + spread account funding), the servicer will share
the excess with other series of certificates issued by the master trust,
and then distribute any remaining excess to Chase USA as the owner of the
equity interest in the owner trust. In no case will the holders of the
notes receive more than the outstanding amount of principal and interest
due on the notes.
For more information with respect to the sharing of excess collections, see
"Description of the Securities--Description of the Series
Certificate--Shared Excess Finance Charge Collections" and "--Shared
Principal Collections" in this supplement.
SCHEDULED PAYMENT DATES; MATURITY DATES
The notes are scheduled to be paid in full on the following payment dates
for each class:
Class A __________, 20xx
Class B __________, 20xx
Class C __________, 20xx
The owner trust expects to pay each class of notes in full on the scheduled
payment date for that class.
For the benefit of the owner trust, the master trust will accumulate funds
in a principal funding account for the purpose of redeeming Class A. The
master trust will deposit principal collections in the principal funding
account during a controlled accumulation period that ends on the
scheduled payment date for Class A. The controlled accumulation period may
be as long as twelve months, but will be shortened if Chase USA determines
that a shorter period will suffice for the accumulation of the Class A
principal amount. During the controlled accumulation period, the master
trust will make monthly deposits into the principal funding account in
specified amounts. The funds available for deposit in the principal funding
account will comprise the monthly principal collections allocated to Series
1999-__ but may also include principal collections allocated to other
series that would otherwise be paid to Chase USA as transferor of the
receivables to the master trust. In general, the availability of principal
collections allocated to other series would be expected to permit Chase USA
to shorten the controlled accumulation period. On the scheduled payment
date for Class A, the master trust will pay to the owner trust the amount
on deposit in the principal funding account, and the owner trust will make
a principal allocation to Class A to the extent of the available funds.
On the scheduled payment date for Class B, if Class A has been paid in
full, the master trust will pay to the owner trust all principal
collections allocated to Series 1999-__ and the owner trust will make a
principal allocation to Class B, up to the outstanding principal amount of
Class B, to the extent of the available funds.
On the scheduled payment date for Class C, if Class A and Class B have been
paid in full, the master trust will pay to the owner trust all principal
collections allocated to Series 1999-__ and the owner trust will make a
principal allocation to Class C, up to the outstanding principal amount of
Class C, to the extent of the available funds.
The notes will mature, and any remaining principal and interest will be
payable, on _________. No further payments on the notes will be made after
that date.
For more information with respect to repayment of principal of notes and
the controlled accumulation period, see "Description of the
Securities--Description of the Notes-- Principal Payments," "Maturity
Considerations--Controlled Accumulation" and "Description of the
Securities--Description of the Series Certificate--Controlled Accumulation"
in this supplement.
SHORTFALLS IN EXPECTED CASHFLOWS
If the funds available in the principal funding account and paid to the
owner trust on the scheduled Class A payment date are insufficient to pay
Class A principal in full, the owner trust will use the available funds to
pay in part each of the outstanding Class A notes. On each subsequent
payment date, the owner trust will apply all principal allocations it
receives on the series certificate to the further payment of each of the
outstanding Class A notes until they have been paid in full.
If Class A remains outstanding on the scheduled Class B payment date, the
owner trust will use the principal collections it receives from the master
trust to pay Class A until Class A has been paid in full. If the principal
collections remaining after Class A has been paid in full are insufficient
to pay Class B in full, the owner trust will use those funds to pay in part
each of the outstanding Class B notes. On each subsequent payment date, the
owner trust will apply all principal allocations it receives on the series
certificate to the further payment of each of the outstanding Class B notes
until they have been paid in full.
If Class A or Class B remains outstanding on the scheduled Class C payment
date, the owner trust will use the principal collections it receives from
the master trust to pay Class A and Class B until Class A and Class B have
been paid in full. If the available funds remaining after Class A and Class
B have been paid in full are insufficient to pay Class C in full, the owner
trust will use those funds to pay in part each of the outstanding Class C
notes. On each subsequent payment date, the owner trust will apply all
principal allocations it receives on the series certificate to the further
payment of each of the outstanding Class C notes until they have been paid
in full.
For more information on shortfalls in expected cashflows, see "Description
of the Securities--Description of the Notes--Principal Payments" in this
supplement.
OPTIONAL REDEMPTION
Chase USA, as transferor of the receivables to the master trust, has the
right, but not the obligation, to purchase the series certificate, and
cause the payment in full of the outstanding notes, when the outstanding
amount of the series certificate is less than 5% of the amount of the
series certificate at the closing date. If Chase USA exercises its right to
purchase the series certificate, the purchase price received by the owner
trust will be used to redeem the outstanding notes. The redemption price
for any note will equal the sum of the outstanding principal amount of the
note plus the accrued but unpaid interest on the note at the redemption
date.
For more information with respect to optional redemption of the notes, see
"Description of the Securities--Description of the Notes--Optional
Redemption" in this supplement and "Description of the
Securities--Description of the Certificates--Final Payment of Principal;
Series Termination" in the attached prospectus.
ALLOCATION OF NET LOSSES; CREDIT ENHANCEMENT
The series certificate represents an interest in both collections and net
losses on the receivables in the master trust portfolio. The Class A and
Class B notes, however, feature credit enhancement by means of the
subordination of other interests, which provides the Class A and Class B
notes with a measure of protection from net losses and shortfalls in cash
flow. Class C has the benefit of a spread account that is available to
reimburse any losses that Class C may suffer.
The master trust will allocate a portion of net losses on the receivables
in the master trust portfolio to the series certificate. Finance charge
collections allocated to the series certificate ordinarily will be used to
pay interest on the notes, to fund the servicing fee with respect to Series
1999-__ and then to cover the portion of net losses allocated to the series
certificate. If finance charges are insufficient to make all required
payments and reimbursements in any month, shared finance charge collections
from other series, if any, may be used to make up the shortfall.
If those amounts are not sufficient, reallocated principal collections may
be used to make up the shortfall, but in that event the outstanding amount
of the series certificate will be reduced by the amount of the reallocated
principal. Any reduction in the outstanding amount of the series
certificate may be reinstated on subsequent payment dates by application of
any finance charge collections remaining after payment of all other
required amounts.
If any reduction of the outstanding amount of the series certificate is not
reinstated, the owner trust will not receive sufficient principal
allocations for the redemption or repayment of the entire aggregate
principal amount of the notes. In that event, the owner trust will pay
first the principal of Class A, then the principal of Class B, and finally
the principal of Class C. In this manner, Class C will be subordinated to
Class A and Class B, and Class B will be subordinated to Class A.
Class C will have the benefit of the spread account maintained by the owner
trust. The master trust will make payments to the owner trust out of
available finance charge collections on the receivables in order to fund
the spread account. If payments of principal and finance charge collections
on the series certificate are insufficient to pay the principal and
interest due on Class C, the owner trust will use the funds on deposit in
the spread account, if any, to make up the shortfall.
For more information on allocation of losses, see "Description of the
Securities-- Description of the Notes--Subordination" in this supplement.
For more information with respect to the use of the spread account for
payments to Class C, see "Description of the Securities--Description of the
Notes--Owner Trust Spread Account."
MINIMUM YIELD ON THE RECEIVABLES; EVENTS OF DEFAULT AND ACCELERATION OF
MATURITY
The owner trust will begin to repay the principal of the notes before their
scheduled payment dates if the finance charge collections on the
receivables in the master trust portfolio are too low. The minimum amount
of collections for any month, referred to as the base rate, is the sum of
the interest payable on the notes for the related interest period, plus the
servicing fee allocated to the series certificate for the related month. If
the average net yield for the master trust portfolio, after deducting net
loss amounts, for any three consecutive months is less than the average
base rate for the same three consecutive months, a "pay out event" will
occur with respect to the series certificate and the master trust will
begin a "rapid amortization" of the series certificate through payment of
all allocated principal to the owner trust. The owner trust, in turn, will
use the proceeds of any rapid amortization to repay the notes in full or in
part as described above under "--Shortfalls in Expected Cashflows."
The series certificate is also subject to several other pay out events,
which could cause the start of a rapid amortization of the series
certificate. Also, the notes are subject to certain events of default,
which could result in the acceleration of the maturity of the notes. These
other events are summarized under the headings "Description of the
Securities--Description of the Series Certificate--Pay Out Events" and
"Description of the Notes--Events of Default" in this supplement.
For more information on pay out events, the portfolio yield and base rate,
early principal repayment and redemption and rapid amortization, see
"Maturity Considerations--Rapid Amortization," "Description of the
Securities--Description of the Series Certificate--Pay Out Events" and
"--Description of the Notes--Principal Payments" and "--Optional Redemption"
in this supplement and "Description of the Securities--Description of the
Certificates--Principal Allocations" and "--Final Payment of
Principal; Series Termination" in the attached prospectus.
TAX STATUS OF CLASS A, CLASS B, CLASS C AND CHASE CREDIT CARD MASTER TRUST
Simpson Thacher & Bartlett, tax counsel to Chase USA, is of the opinion
that:
o under existing laws the Class A, Class B and Class C notes will be
characterized as debt for U.S. federal income tax purposes; and
o neither Chase Credit Card Owner Trust 1999-__ nor the Chase Credit
Card Master Trust will be an association or publicly traded
partnership taxable as a corporation for U.S. federal income tax
purposes.
For further information regarding the application of U.S. federal income
tax laws, see "Tax Matters" in the attached prospectus.
ERISA CONSIDERATIONS
Subject to important considerations described under "Employee Benefit Plan
Considerations" in the attached prospectus, each class of notes will be
eligible for purchase by persons investing assets of employee benefit plans
or individual retirement accounts.
For further information regarding the application of ERISA, see "Employee
Benefit Plan Considerations" in the attached prospectus.
MAILING ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES
The mailing address of Chase Manhattan Bank USA, National Association is
802 Delaware Avenue, Wilmington, Delaware 19801, and the telephone number
is (302) 575-5000.
SELECTED MASTER TRUST PORTFOLIO SUMMARY DATA
The chart below shows the geographic distribution of the receivables in the
master trust portfolio among the 50 states and the District of Columbia.
Other than the states specifically shown in the chart, no state accounts
for more than 5% of receivables in the master trust portfolio.
[Pie chart describing the "Geographic Distribution of Receivables in the
Master Trust Portfolio as of July 1, 1999." The chart indicates that the
geographic distribution of the Receivables is as follows: (i) 13.4% in
California, (ii) 13.2% in New York, (iii) 7.5% in Texas, (iv) 6.6% in
Florida, (v) 5.4% in New Jersey and (vi) 53.9% of the receivables
distributed among the remaining states.]
[GRAPHIC OMITTED]
The chart below shows the percentages of the receivables in the master
trust portfolio arising under accounts within the age brackets shown.
[GRAPHIC OMITTED]
The chart below shows the Master Trust Yield, payment rate and net
charge-off rate for the master trust portfolio for each month from January
1997 to June 1999.
[GRAPHIC OMITTED]
"Master Trust yield" for any month means the total amount of collected
finance charges and interchange charges allocated to Chase Credit Card
Master Trust for the month, expressed as a percentage of total outstanding
principal receivables at the beginning of the month.
The "payment rate" for any month is the total amount collected on
receivables during the month, including recoveries on previously charged
off receivables, expressed as a percentage of total outstanding receivables
at the beginning of the month.
The amount of "net charge-offs" for any month is the amount of charged-off
receivables recorded in the month, net of any recoveries from earlier
charge-offs on receivables in the master trust portfolio, expressed as a
percentage of total outstanding principal receivables at the beginning of
the month.
RISK FACTORS
The following is a summary of all material risks that apply to an
investment in the notes. The remainder of this supplement and the attached
prospectus provide much more detailed information about these risks. You
should consider the following risk factors in light of your investment
strategy in deciding whether to purchase the notes.
YOU MAY RECEIVE PRINCIPAL
PAYMENTS EARLIER OR LATER
THAN THE SCHEDULED MATURITY
DATE IF THE PORTFOLIO YIELD
IS REDUCED If the average master trust net yield
allocated to Series 1999- - called portfolio
yield - for any three consecutive months is
less than the amount of interest payable on
the notes for the related interest period,
plus the servicing fee allocated to the
series certificate averaged for the same
three months, a "pay out event" will occur
for the series certificate for your series.
The master trust then will commence a rapid
amortization of the series certificate and
the master trust will begin making payments
of principal to the indenture trustee who
holds the series certificate for your
benefit. As a result, you will receive
principal allocations from the indenture
trustee earlier than the scheduled principal
allocation date of your notes. Additionally,
if principal collections on receivables
allocated to other series are available for
application to a rapid amortization of your
securities, a rapid amortization may be
substantially shortened. Because of the
potential for early repayment if the
portfolio yield on the receivables falls
below the minimum amount, any circumstances
that tend to reduce the portfolio yield
increase the risk of early repayment of your
notes.
The following four factors could result in
reduced collections of portfolio yield:
CHASE USA MAY CHANGE THE
TERMS AND CONDITIONS OF
THE ACCOUNTS Chase USA will transfer to the master trust
receivables arising under specified credit
card accounts, but Chase USA will continue to
own those accounts. As the owner of those
accounts, Chase USA retains the right to
change various terms and conditions of those
accounts, including finance charges and other
fees it charges and the required minimum
monthly payment. Chase USA may change the
terms of the accounts to maintain its
competitive position in the credit card
industry. Changes in the terms of the
accounts may reduce the amount of receivables
arising under the accounts, reduce the amount
of collections on those receivables, or
otherwise alter payment patterns. See
"Description of the Securities--Description
of Certificates--Addition of Master Trust
Assets" and "Chase USA's Credit Card
Activities--Billing and Payments" in the
attached prospectus.
SECURITIES INTEREST RATE AND
RECEIVABLES INTEREST RATE
MAY RESET AT DIFFERENT TIMES Finance charges on some of the accounts in
the master trust accrue at a variable rate
above a stated prime rate or other index
under the terms of the agreement with the
cardholder. The interest rate of your note is
based on LIBOR. Changes in LIBOR might not be
reflected in the prime rate or other index,
resulting in a higher or lower spread, or
difference, between the amount of collections
of finance charge receivables on the accounts
and the amounts of interest payable on your
notes and other amounts required to be funded
out of collections of finance charge
receivables.
Finance charges on some of the accounts in
the master trust accrue at a fixed rate. If
LIBOR increases, the interest payments on
your notes and other amounts required to be
funded out of collections of finance charge
receivables will increase, while the amount
of collections of finance charge receivables
on the accounts will remain the same unless
and until the fixed rates on the accounts are
reset.
A decrease in the spread between collections
of finance charge receivables and those
allocated to make interest payments on your
notes could reduce the portfolio yield and
increase the risk of early repayment of the
series certificate and early repayment of
your notes as described above.
CHANGES TO CONSUMER
PROTECTION LAWS MAY
IMPEDE CHASE'S
COLLECTION EFFORTS Federal and state consumer protection laws
regulate the creation and enforcement of
consumer loans, including credit card
accounts and receivables. Changes or
additions to those regulations could make it
more difficult for the servicer of the
receivables to collect payments on the
receivables or reduce the finance charges and
other fees that we can charge on credit card
account balances, resulting in reduced
collections. See "Description of the
Securities--Description of the
Certificates--Pay Out Events" in the attached
prospectus.
Receivables that do not comply with consumer
protection laws may not be valid or
enforceable in accordance with their terms
against the obligors on those receivables.
Chase USA makes representations and
warranties relating to the validity and
enforceability of the receivables in the
master trust. No other party will make any
examination of the receivables or the related
records for the purpose of determining the
presence or absence of defects, compliance
with representations and warranties, or for
any other purpose. The only remedy if any of
Chase USA's representations or warranties is
violated, and the violation continues beyond
the period of time allowed to correct the
violation, is that Chase USA must accept
reassignment of the receivables affected by
the violation. See "Certain Legal Aspects of
the Receivables--Consumer Protection Laws" in
the attached prospectus.
CARDHOLDERS MAY MAKE
PRINCIPAL PAYMENTS AT
ANY TIME The receivables transferred to the master
trust may be repaid by cardholders at any
time. We cannot assure the creation of
additional receivables in the master trust's
accounts or that any particular pattern of
cardholder payments will occur. A significant
decline in the amount of new receivables
generated by the accounts in the master trust
could result in reduced amounts of
collections in the master trust portfolio and
could increase the risk of early repayment of
the series certificate and early repayment of
your notes as described above. See "Maturity
Considerations" in this supplement.
ALLOCATIONS OF CHARGED-OFF
RECEIVABLES COULD REDUCE
PAYMENTS TO YOU CMB as servicer will write off the
receivables arising in accounts in the master
trust portfolio if the receivables become
uncollectible or are otherwise more than 180
days past due. The series certificate for
your series will be allocated a portion of
these charged-off receivables. If the amount
of charged-off receivables allocated to the
series certificate for your series exceeds
the amount of funds available for
reimbursement of those charge-offs, the owner
trust as the holder of the series certificate
for your series may not receive the full
amount of principal and interest due to it by
the scheduled note payment date for your
notes and you may suffer a loss in the
repayment of your principal. See "Chase
Credit Card Master Trust
Portfolio--Delinquency and Loss Experience"
and "Description of the
Securities--Description of the Series
Certificate--Reallocation of Cash Flows,"
"--Application of Collections" and
"--Defaulted Receivables" in this supplement.
ISSUANCE OF ADDITIONAL
SERIES BY THE MASTER TRUST
MAY AFFECT THE TIMING OF
PAYMENTS TO YOU Chase Credit Card Master Trust, as a master
trust, may issue series of certificates from
time to time. The master trust may issue an
additional series certificate with terms that
are different from the series certificate for
your series without your prior review or
consent. It is a condition to the issuance of
each new series certificate that each rating
agency that has rated an outstanding series
confirm in writing that the issuance of the
new series will not result in a reduction or
withdrawal of its rating of any class of any
outstanding series or of any series of
securities. The rating agency confirmation
will be based primarily on the master trust's
ability to pay principal by the final note
payment date and interest on each payment
date, but the rating agency will not consider
how the terms of a new series could affect
the timing and amounts of payments on your
series. See "Description of the
Securities--Description of the
Certificates--Issuing New Series of
Certificates" in the attached prospectus.
CHASE USA MAY ADD ACCOUNTS
WITH DIFFERENT TERMS TO
THE MASTER TRUST PORTFOLIO In addition to the accounts already
designated for the master trust, Chase USA is
permitted to designate additional accounts
for the master trust portfolio and to
transfer the receivables in those accounts to
the master trust. Any new accounts and
receivables may have different terms and
conditions than the accounts and receivables
already in the master trust such as higher or
lower fees or interest rates, or longer or
shorter principal allocation terms. Credit
card accounts purchased by Chase USA may be
included as additional accounts if conditions
in the pooling and servicing agreement are
satisfied. Credit card accounts purchased by
Chase USA will have been created using the
account originator's underwriting criteria,
not those used by Chase USA. The account
originator's underwriting criteria may be
more or less stringent than those of Chase
USA. The new accounts and receivables may
produce higher or lower collections or
charge-offs over time than the accounts and
receivables already in the master trust and
could tend to reduce the amount of
collections allocated to the series
certificate for your series. See "Description
of the Securities--Description of the
Certificates--Addition of Master Trust
Assets" in the attached prospectus.
CHASE USA MAY NOT BE ABLE
TO ADD NEW ACCOUNTS WHEN
REQUIRED UNDER THE POOLING
AND SERVICING AGREEMENT If Chase USA's percentage interest in the
accounts of the master trust falls to 7% or
less, Chase USA will be required to maintain
that level by designating additional accounts
for the master trust portfolio and
transferring the receivables in those
accounts to the master trust. Chase USA may
not have any additional accounts to add at
that time. If Chase USA fails to add accounts
when required, a "pay out event" will occur
and you could receive payment of principal
sooner than you expected. See "Description of
the Securities--Description of the
Certificates--Addition of Master Trust
Assets" in the attached prospectus.
INSOLVENCY OR BANKRUPTCY OF
CHASE USA COULD RESULT IN
ACCELERATED, DELAYED OR
REDUCED PAYMENTS TO YOU Chase USA accounts for the transfer of
receivables to the master trust as a sale.
However, a court could conclude that Chase
USA still owns the receivables and that the
master trust holds only a security interest.
If a court concludes that the transfer to the
master trust is only a grant of a security
interest in the receivables, a tax or
government lien on our property arising
before new receivables come into existence
may have priority over the master trust's
interests in those receivables. See "Certain
Legal Aspects of the Receivables--Transfer of
Receivables" and "Description of the
Securities--Description of the
Certificates--Chase USA's Representations and
Warranties" in the attached prospectus.
Chase USA is chartered as national banking
association and is subject to regulation and
supervision by the Office of the Comptroller
of the Currency. If Chase USA becomes
insolvent or is in an unsound condition, the
Comptroller is authorized to appoint the FDIC
as receiver. Under such circumstances, the
FDIC could:
o require the master trust trustee to go
through an administrative claims
procedure to establish its right to
payments collected on the receivables in
the master trust;
o request a stay of proceedings with
respect to the master trust's claims
against Chase USA; or
o repudiate the pooling and servicing
agreement and limit the master trust's
resulting claim against the receivables
to "actual direct compensatory damages"
measured as of the date of receivership."
See "Certain Legal Aspects of the
Receivables--Certain Matters Relating to
Receivership" in the attached prospectus.
If the FDIC were to take any of those actions
payments on your notes could be delayed and
possibly reduced.
If a conservator or receiver were appointed
for Chase USA, then a "pay out event" would
occur for all outstanding series. Under the
terms of the pooling and servicing agreement
new principal receivables would not be
transferred to the master trust and the
master trust trustee would sell the
receivables unless holders of more than 50%
of the investor interest of each class of
outstanding certificates gave the master
trust trustee other instructions. The master
trust would then terminate earlier than was
planned and you could have a loss if the sale
of the receivables produced insufficient net
proceeds to pay you in full. The conservator
or receiver may nonetheless have the power:
o regardless of the terms of the pooling
and servicing agreement, (a) to prevent
the beginning of a rapid amortization
period, (b) to prevent the early sale of
the receivables and termination of the
trust or (c) to require new principal
receivables to continue being transferred
to the trust; or
o regardless of the instructions of the
certificateholders, (a) to require the
early sale of the receivables, (b) to
require termination of the master trust
and retirement of the certificates or (c)
to prohibit the continued transfer of
principal receivables to the master
trust.
In addition, if the servicer defaults on its
obligations under the pooling and servicing
agreement solely because a conservator or
receiver is appointed for it, the conservator
or receiver might have the power to prevent
either the master trust trustee or the
holders of securities issued by the master
trust from appointing a new servicer under
the pooling and servicing agreement. See
"Certain Legal Aspects of the
Receivables--Certain Matters Relating to
Receivership" in the attached prospectus.
YOU WILL HAVE LIMITED
CONTROL OF OWNER TRUST
AND MASTER TRUST ACTIONS You will have limited voting rights relating
to actions of the owner trust and indenture
trustee. You will not have the right to vote
to direct the master trust trustee to take
any actions other than the right to vote to
declare a pay out event or a servicer
default.
YOU MAY NOT BE ABLE TO
RESELL YOUR NOTES The underwriters may assist in resales of any
class of the notes but they are not required
to do so. A secondary market for your notes
may not develop. If a secondary market does
develop, it might not continue or it might
not be sufficiently liquid to allow you to
resell your notes.
REPAYMENT OF YOUR NOTES IS
LIMITED TO THE OWNER TRUST
ASSETS The owner trust will not have any significant
assets other than the series certificate, the
owner trust spread account and the note
distribution account. As a result, you must
rely only on those assets for repayment of
your notes. Although the owner trust may be
required to sell the series certificate
following a pay out event, we cannot assure
you that the proceeds of a sale of the series
certificate will be sufficient to pay the
interest or principal due to you.
Additionally, the sale of the series
certificate is subject to restrictions on
transfer that may delay the payment on your
notes.
CLASS B AND CLASS C BEAR
LOSSES BEFORE CLASS A Class B is subordinated to Class A. Principal
allocations to Class B will not begin until
Class A has been paid in full. If principal
collections allocated to the series
certificate are reallocated to make interest
allocations, the full amount of Class B
principal may not be repaid. If receivables
had to be sold, the net proceeds of that sale
available to pay principal on the notes would
be paid first to Class A before any remaining
net proceeds would be available for payments
due to Class B. See "Description of the
Securities--Description of the
Notes--Subordination" in this supplement.
Class C is subordinated to Class A and Class
B. Principal allocations to Class C will not
begin until Class A and Class B are repaid.
If principal collections allocated to the
series certificate are reallocated to make
interest allocations and not reimbursed, the
full amount of Class C principal may not be
repaid. If receivables had to be sold, the
net proceeds of that sale available to pay
principal would be paid first to Class A,
then to Class B, before any remaining net
proceeds would be available for payments due
to Class C. See "Description of the
Securities--Description of the
Notes--Subordination" in this supplement.
CHASE CREDIT CARD MASTER TRUST PORTFOLIO
Defined terms are indicated by boldface type. Both the attached
prospectus and this supplement contain a glossary of important terms, where
definitions can be found.
GENERAL
The assets of the master trust include credit card receivables
generated through accounts that Chase USA has designated as master trust
accounts. The master trust accounts are accounts designated when the master
trust was established and additional accounts that have been designated
since that time. CHASE USA is permitted to add accounts, and at times is
required to add accounts, to the master trust. CHASE USA can remove
accounts from the master trust if the conditions to removal are satisfied.
As a result, the composition of the master trust is expected to change over
time. See "The Receivables" in the attached prospectus for a general
description of the receivables in the master trust.
DELINQUENCY AND LOSS EXPERIENCE
The following table provides you with delinquency experience for the
MASTER TRUST PORTFOLIO as of the indicated dates. Number of Days Delinquent
means the number of days after the first billing date following the
original billing date; for example, 30 days delinquent means that the
minimum payment was not received within 60 days of the original billing
date. Delinquencies are calculated as a percentage of outstanding
receivables as of the end of the indicated month.
DELINQUENCY EXPERIENCE
MASTER TRUST PORTFOLIO
(DOLLAR AMOUNTS IN MILLIONS)
<TABLE>
<CAPTION>
As of December 31,
As of June 30, -----------------------------------------------------------------------------
1999 1998 1997 1996
------------------------ ------------------------ ------------------------ -----------------------
PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE
NUMBER OF DAYS DELINQUENT OF TOTAL DELINQUENT OF TOTAL DELINQUENT OF TOTAL DELINQUENT OF TOTAL
DELINQUENT AMOUNT RECEIVABLES AMOUNT RECEIVABLES AMOUNT RECEIVABLES AMOUNT RECEIVABLES
DELINQUENT DELINQUENT DELINQUENT DELINQUENT
- ----------------- ---------- ----------- ---------- ----------- ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
30 to 59 Days.... $231 1.25% $264 1.49% $238 1.67% $244 1.73%
60 to 89 Days.... 156 0.85% 177 1.00 166 1.17 169 1.21
90 Days or More.. 328 1.77% 369 2.08 328 2.31 335 2.38
---------- ----------- ---------- ----------- ---------- ----------- ---------- -----------
TOTAL...... $715 3.87% $810 4.57% $732 5.15% $748 5.32%
========== =========== ========== =========== ========== =========== ========== ===========
</TABLE>
The following table provides you with loss experience for the MASTER
TRUST PORTFOLIO for the indicated periods. Average Principal Receivables
Outstanding is the average of the beginning of the month balance of master
trust Principal Receivables outstanding during the indicated period. Gross
Charge-Offs shown include only the principal portion of charged-off
receivables and exclude charges relating to changes in CHASE USA's
charge-off policies. Also excluded from Gross Charge-Offs is the amount of
any reductions in Average Principal Receivables Outstanding due to fraud,
returned goods or customer disputes. The percentage reflected for the six
months ended June 30, 1999 is an annualized figure.
LOSS EXPERIENCE
MASTER TRUST PORTFOLIO
(DOLLAR AMOUNTS IN MILLIONS)
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED JUNE 30, -----------------------------
1999 1998 1997 1996
------- ------- ------- -------
Average Principal Receivables
Outstanding................... $17,761 $15,658 $13,394 $8,787
Gross Charge-Offs................ 571 1,109 1,016 588
Recoveries....................... 40 84 75 53
Net Charge-Offs.................. 531 1,025 941 535
Net Charge-Offs as a Percentage
of Average Receivables
Outstanding.................... 5.98% 6.55% 7.03% 6.09%
As of June 30, 1999, accounts 60 or more days delinquent were 2.62% of
total receivables compared with 3.08% as of December 31, 1998. Accounts 60
or more days delinquent were 3.59% and 3.48% of total receivables as of
December 31, 1996 and 1997, respectively. Delinquencies are a leading
indicator of future charge-offs.
For the six months period ended June 30, 1999 net charge-offs as a
percentage of average principal receivables outstanding were 5.98% compared
with 6.55% for the year ended December 31, 1998. Delinquencies and
charge-offs depend on a variety of factors, including
o general economic conditions and trends in consumer bankruptcy filings,
o the availability of other soucres of credit, and
o seasonal variations in consumer spending and borrowings patterns.
We attribute the general decrease in delinquencies since December 31,
1996, and charge-offs since December 31, 1996 to the following factors:
o Improving general economic conditions reduced the number of
consumers that were unable to make the minimum payments on their
accounts.
o We took steps to improve account management techniques and make
significant investments in decision support technology. These
steps include implementing refined credit scoring models, improved
collection techniques, enhanced credit line management and
underwriting.
Net charge-offs as a percentage of average principal receivables
outstanding were 6.09%, 7.03% and 6.55% for the years ended December 31,
1997 and 1998, respectively. The increase in 1997 and 1998, when compared
with 1996 reflects, among other factors, higher levels of personal
bankruptcies during 1997 and 1998.
CHARACTERISTICS OF RECEIVABLES PORTFOLIO
The receivables and the accounts in the MASTER TRUST PORTFOLIO, as of
the beginning of the day on July 1, 1999:
o included approximately $18.0 billion of PRINCIPAL RECEIVABLES
and $0.5 billion of FINANCE CHARGE RECEIVABLES;
o had an average principal receivables balance of $1,551;
o had an average credit limit of $7,043, of which the average
principal receivables balance represented approximately 23%; and
o represented approximately 58% of aggregate receivables in the
BANK PORTFOLIO.
o had an average age of 80 months;
o had billing addresses in all 50 states and the District of
Columbia;
o approximately 64% were standard accounts, representing
approximately 61% of outstanding PRINCIPAL RECEIVABLES balances;
and
o approximately 36% were premium accounts, representing
approximately 39% of outstanding PRINCIPAL RECEIVABLES balances.
The following tables summarize characteristics of the MASTER TRUST
PORTFOLIO as of the beginning of the day on July 1, 1999. Because the
composition of the MASTER TRUST PORTFOLIO may change in the future, these
tables are not necessarily indicative of the composition of the MASTER
TRUST PORTFOLIO at any subsequent time.
<TABLE>
<CAPTION>
Composition by Account Balance
Master Trust Portfolio
Percentage of Percentage of
Number of Total Number Receivables Total
Account Balance Accounts of Accounts Outstanding Receivables
- ------------------------- ---------- ------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Credit Balance .......... 145,444 1.25% $ (18,009,406) (0.10)%
No Balance .............. 5,012,613 43.17% 0 0.00%
$0.01 to $1,500.00 ...... 3,090,165 26.61% 1,483,679,418 8.03%
$1,500.01 to $5,000.00 .. 1,967,067 16.94% 5,867,161,035 31.74%
$5,000.01 to $10,000.00 . 1,184,869 10.20% 8,615,066,192 46.61%
$10,000.01 to $20,000.00 210,695 1.81% 2,489,524,758 13.47%
Over $20,000.00 ......... 1,770 0.02% 45,625,461 0.25%
---------- ------------- ---------------- --------------
TOTAL ................... 11,612,623 100.00% $ 18,483,047,458 100.00%
========== ============= ================ ==============
</TABLE>
<TABLE>
<CAPTION>
Composition by Credit Limit
Master Trust Portfolio
Percentage of Percentage of
Number of Total Number Receivables Total
Credit Limit Accounts of Accounts Outstanding PReceivables
- ------------------------------ ------------ --------------- ---------------- -------------
<C> <C> <C> <C> <C>
$0.00......................... 8,186 0.07% $ 49,565 0.00%
$0.01 to $1,500.00............ 903,255 7.78% 463,450,119 2.51%
$1,500.01 to $5,000.00........ 3,135,230 27.00% 3,181,545,584 17.21%
$5,000.01 to $10,000.00....... 5,889,439 50.71% 9,788,561,283 52.96%
Over $10,000.00............... 1,676,513 14.44% 5,049,440,907 27.32%
------------ --------------- ---------------- -------------
TOTAL................... 11,612,623 100.00% $18,483,047,458 100.00%
============ =============== ================ =============
</TABLE>
<TABLE>
<CAPTION>
Composition by Period of Delinquency
Master Trust Portfolio
Percentage of Percentage of
Number of Total Number Receivables Total
Payment Status Accounts of Accounts Outstanding Receivables
- ------------------------------ ------------ ------------- ---------------- -------------
<S> <C> <C> <C> <C> <C>
Current to 29 days delinquent. 11,208,389 96.52% $ 16,981,336,608 91.88%
30 to 59 days delinquent...... 235,921 2.03% 785,870,780 4.25%
60 to 89 days delinquent...... 62,563 0.54% 231,494,875 1.25%
90 to 119 days delinquent..... 36,796 0.32% 156,372,895 0.85%
120 days delinquent or more... 68,954 0.59% 327,972,300 1.77%
------------ ------------- ---------------- -------------
TOTAL................... 11,612,623 100.00% $ 18,483,047,458 100.00%
============ ============= ================ =============
</TABLE>
In the Composition by Account Seasoning table below, account age is
determined by the number of months elapsed since the account was originally
opened, except that for some accounts converted from standard to premium
accounts, account age is determined by the number of months since the
account was converted.
<TABLE>
<CAPTION>
Composition by Account Seasoning
Master Trust Portfolio
Percentage of Percentage of
Number of Total Number Receivables Total
Account Age Accounts of Accounts Outstanding Receivables
- --------------------------- ------------ -------------- ----------------- ------------
<S> <C> <C> <C> <C> <C>
Not More than 6 Months......... 50,995 0.44% $ 106,556,062 0.58%
Over 6 Months to 12 Months..... 255,022 2.20% 471,372,072 2.55%
Over 12 Months to 24 Months.... 1,274,780 10.98% 1,770,432,927 9.58%
Over 24 Months to 36 Months.... 1,852,655 15.96% 2,406,416,562 13.02%
Over 36 Months to 48 Months.... 1,528,743 13.16% 2,025,721,035 10.96%
Over 48 Months to 60 Months.... 1,156,707 9.96% 2,232,859,123 12.08%
Over 60 Months to 120 Months... 3,169,474 27.29% 5,419,994,636 29.32%
Over 120 Months................ 2,324,247 20.01% 4,049,695,041 21.91%
------------ -------------- ----------------- ------------
TOTAL 11,612,623 100.00% $18,483,047,458 100.00%
============ ============== ================= ============
</TABLE>
<TABLE>
<CAPTION>
Geographic Distribution of Accounts
Master Trust Portfolio
Percentage
Percentage of of
Number of Total Number Receivables Total
State Accounts of Accounts Outstanding Receivables
- --------------------------------- ------------ ------------- --------------- -----------
<S> <C> <C> <C> <C>
California....................... 1,421,011 12.75% $2,474,438,784 13.39%
New York......................... 1,528,889 13.17% 2,436,895,669 13.18%
Texas............................ 785,093 6.76% 1,385,115,672 7.49%
Florida.......................... 774,279 6.67% 1,212,458,587 6.56%
New Jersey....................... 636,595 5.48% 993,636,022 5.38%
Illinois......................... 586,716 5.05% 901,828,169 4.88%
Ohio............................. 410,789 3.54% 651,623,533 3.53%
Pennsylvania..................... 414,604 3.57% 593,359,042 3.21%
Massachusetts.................... 418,776 3.61% 576,080,918 3.12%
Michigan......................... 368,033 3.17% 550,941,181 2.98%
Virginia......................... 252,459 2.17% 425,331,178 2.30%
Georgia.......................... 211,159 1.82% 366,304,912 1.98%
Maryland......................... 222,008 1.91% 355,936,077 1.93%
Indiana.......................... 223,468 1.92% 346,091,861 1.87%
North Carolina................... 209,504 1.80% 340,385,000 1.84%
Connecticut...................... 206,673 1.78% 307,528,947 1.66%
Missouri......................... 176,579 1.52% 277,964,390 1.50%
Tennessee........................ 163,520 1.41% 261,842,921 1.42%
Washington....................... 153,436 1.32% 261,534,276 1.41%
Arizona.......................... 145,726 1.26% 250,487,878 1.36%
Wisconsin........................ 179,392 1.54% 242,876,647 1.31%
Minnesota........................ 167,999 1.45% 239,969,519 1.30%
Louisiana........................ 153,479 1.32% 230,574,181 1.25%
Colorado......................... 145,954 1.26% 229,108,768 1.24%
Alabama.......................... 132,951 1.15% 215,868,890 1.17%
Kentucky......................... 117,907 1.02% 173,347,010 0.94%
Oklahoma......................... 104,903 0.90% 168,096,726 0.91%
South Carolina................... 99,081 0.85% 163,766,110 0.89%
Oregon........................... 99,512 0.86% 162,484,514 0.88%
Nevada........................... 75,460 0.65% 143,858,920 0.78%
Arkansas......................... 86,589 0.75% 138,356,312 0.75%
Kansas........................... 78,447 0.68% 124,285,116 0.67%
Mississippi...................... 75,250 0.65% 116,389,135 0.63%
Iowa............................. 77,551 0.67% 107,709,269 0.58%
New Hampshire.................... 59,897 0.52% 98,320,273 0.53%
Rhode Island..................... 69,589 0.60% 98,034,288 0.53%
New Mexico....................... 55,084 0.47% 90,156,617 0.49%
Hawaii........................... 43,418 0.37% 79,175,989 0.43%
Maine............................ 48,430 0.42% 75,166,511 0.41%
West Virginia.................... 46,186 0.40% 69,815,493 0.38%
Nebraska......................... 46,186 0.40% 69,224,053 0.37%
Utah............................. 40,763 0.35% 63,425,787 0.34%
Idaho............................ 29,895 0.26% 48,246,090 0.26%
Vermont.......................... 28,539 0.25% 46,364,544 0.25%
Delaware......................... 25,407 0.22% 45,669,325 0.25%
Montana.......................... 26,461 0.23% 41,470,705 0.22%
Washington, D.C.................. 22,520 0.19% 39,444,540 0.21%
Alaska........................... 17,641 0.15% 34,997,703 0.19%
Wyoming.......................... 16,755 0.14% 28,016,920 0.15%
South Dakota..................... 17,737 0.15% 26,378,387 0.14%
North Dakota..................... 17,301 0.15% 25,794,135 0.14%
Other............................ 37,387 0.30% 76,870,964 0.42%
------------ ------------- --------------- -----------
TOTAL 11,612,623 100.00% $18,483,047,458 100.00%
============ ============= =============== ===========
</TABLE>
MATURITY CONSIDERATIONS
Each class of notes is scheduled to receive principal as follows:
o the Class A scheduled note payment date is the ___________
payment date, following the controlled accumulation;
o the Class B scheduled note payment date is the ___________
payment date, following payment of Class A; and
o the Class C scheduled note payment date is the ___________
payment date, following payment of Class B.
CONTROLLED ACCUMULATION
Principal for payment to Class A will accumulate in the PRINCIPAL
FUNDING ACCOUNT during the CONTROLLED ACCUMULATION PERIOD. The CONTROLLED
ACCUMULATION PERIOD is scheduled to begin at the close of business on the
last day of the ___________ MONTHLY PERIOD, but may be delayed based on
recent payment rate experience and the amount of principal collections
expected to be available for sharing from other series. On each TRANSFER
DATE during the CONTROLLED ACCUMULATION PERIOD, the master trust trustee
shall deposit into the PRINCIPAL FUNDING ACCOUNT for the benefit of the
Class A noteholders, the least of:
o the CONTROLLED DEPOSIT AMOUNt,
o AVAILABLE INVESTOR PRINCIPAL COLLECTIONs, and
o ADJUSTED INVESTOR INTEREST before any deposits on that
TRANSFER DATE.
The length of the CONTROLLED ACCUMULATION PERIOD may be adjusted if
CHASE USA believes that, based on expected collections of principal, Class
A will be fully repaid on its SCHEDULED NOTE PAYMENT DATE. Whether or not
the CONTROLLED ACCUMULATION PERIOD is shortened, we can give no assurance
that principal adequate to repay Class A will be available on Class A's
SCHEDULED NOTE PAYMENT DATE.
Note that if the RAPID AMORTIZATION PERIOD begins before the
CONTROLLED ACCUMULATION PERIOD, there will be no accumulation of principal.
If the RAPID AMORTIZATION PERIOD begins during the CONTROLLED ACCUMULATION
PERIOD, all principal in the PRINCIPAL FUNDING ACCOUNT will be paid to
Class A on the next PAYMENT DATE.
See "Description of the Securities--Description of the Series
Certificate--Principal Allocations" and "--Controlled Accumulation" in this
supplement for a more detailed discussion.
Principal for payment to Class B and Class C is expected to be
available in one lump sum on the ________ PAYMENT DATE without a CONTROLLED
ACCUMULATION PERIOD. Principal will not be paid to Class B until Class A is
fully repaid, and no principal will be paid to Class C until Class A and
Class B are fully repaid.
RAPID AMORTIZATION PERIOD
If a PAY OUT EVENT occurs, a rapid amortization will begin and any
principal in the PRINCIPAL FUNDING ACCOUNT and principal allocated to the
SERIES CERTIFICATE will be distributed to Class A on the following
PAYMENT DATE. If Class A is not paid in full on its SCHEDULED NOTE
PAYMENT DATE, all principal allocated to the SERIES CERTIFICATE on each
subsequent monthly DISTRIBUTION DATE will be paid to Class A until Class A
is fully repaid. After Class A is repaid, any remaining principal allocated
to the SERIES CERTIFICATE will be paid to Class B on each monthly
DISTRIBUTION DATE until Class B, net of charge-offs, is repaid, and finally
to Class C on each monthly DISTRIBUTION DATE until Class C, net of
charge-offs, is repaid. If charge-offs are allocated to your class of notes
and not reimbursed, principal will be paid to you only up to your principal
balance net of these charge-offs.
See "Description of the Securities--Description of the Series
Certificate--Principal Allocations" and "--Pay Out Events" in this
supplement for a more detailed discussion.
HISTORICAL PAYMENT RATES
The following table provides you with the highest and lowest
cardholder monthly payment rates for the MASTER TRUST PORTFOLIO during any
month in the periods shown, and the average cardholder monthly payment rate
for all months in the periods shown. These payment rates are calculated as
total payments collected during each month as a percentage of total
outstanding master trust receivables at the beginning of the month. Monthly
averages are shown as an arithmetic average of the payment rate for each
month during the indicated period. Payment rates shown in this table are
based on total cash payments toward principal and finance charges made by
cardholders whose receivables are included in the master trust.
CARDHOLDER MONTHLY PAYMENT RATES
MASTER TRUST PORTFOLIO
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED JUNE 30, -------------------------------------
1999 1998 1997 1996
------- --------- ----------- ------------
Highest Month........ 13.97% 12.70% 12.09% 11.79%
Lowest Month......... 12.21% 10.96% 10.33% 10.09%
Monthly Average...... 13.13% 12.11% 11.44% 10.76%
We can give no assurance that cardholder monthly payment rates in the
future will be similar to this historical experience. If there is a
slowdown in the payment rate below the payment rate used to determine the
amount deposited in the PRINCIPAL FUNDING ACCOUNT during the CONTROLLED
ACCUMULATION PERIOD, we cannot assure you if you hold Class A notes that
there will be sufficient time to accumulate the principal collections
necessary to pay you principal on the SCHEDULED NOTE PAYMENT DATE for your
notes. If the owner trust cannot repay Class A due to insufficient funds in
the Principal Funding Account, principal payments to Class B and Class C
will be delayed since you cannot receive principal if you hold Class B or
Class C notes until Class A is fully repaid. See "Maturity Considerations" in
the attached prospectus.
RECEIVABLE YIELD CONSIDERATIONS
Gross revenues from finance charges and fees collected from accounts
in the MASTER TRUST PORTFOLIO for each of the three calendar years 1998,
1997 and 1996 and for the six months ended on June 30, 1999 are set
forth in the following table. In the following table:
o Finance Charges and Fees Collected include periodic and minimum
finance charges, annual membership fees, late charges, cash
advance transaction fees, INTERCHANGE, overlimit fees and fees
for returned checks;
o Average Principal Receivables Outstanding is the average of
the beginning of the month balance of master trust PRINCIPAL
RECEIVABLES outstanding;
o Yield from Finance Charges and Fees Collected is calculated as
a percentage of Average Principal Receivables Outstanding;
o historical yield figures are calculated on a cash
collections basis; and
o the percentage reflected for the six months ended June
30, 1999 is an annualized figure.
PORTFOLIO YIELD
MASTER TRUST PORTFOLIO
(DOLLAR AMOUNTS IN MILLIONS)
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED JUNE 30, ------------------------------
1999 1998 1997 1996
--------- --------- -------- -------
Finance Charges and Fees
Collected....................... $ 1,628 $2,795 $2,348 $1,505
Average Principal Receivables
Outstanding..................... $17,761 $15,658 $13,394 $8,787
Yield from Finance Charges and
Fees Billed..................... 18.34% 17.85% 17.53% 17.13%
CREATION OF THE OWNER TRUST
CHASE USA and ______________, a Delaware banking corporation, will
form Chase Credit Card Owner Trust 1999-___ as a [Delaware statutory
business] [common law] trust. The TRUST AGREEMENT for the owner trust
provides that the owner trust has been formed for a limited purpose and may
not engage in any activities other than:
o acquiring, owning and managing the assets of the owner trust,
o issuing and making payments on the notes, and
o engaging in other activities incidental to the activities
described above.
Because of its limited activities, the owner trust has contracted with CMB
to provide administrative services, including providing notices to you and
directions to the INDENTURE TRUSTEE. You should refer to the TRUST
AGREEMENT and the DEPOSIT AND ADMINISTRATION AGREEMENT for a complete
description of the owner trust's activities.
The owner trust's assets include:
o the SERIES CERTIFICATE and
o the OWNER TRUST SPREAD ACCOUNT.
Only the Class C notes will receive any benefit from the Owner Trust Spread
Account.
The owner trust will not have any other assets and payments of principal
and interest on the notes will only be made to the extent that the master
trust allocates finance charge and principal collections to the SERIES
CERTIFICATE.
The owner trust's address is ________________________, in care of the
OWNER TRUSTEE and its telephone number at that address is ( ) - .
USE OF PROCEEDS
The net proceeds from the sale of your notes will be:
o used to make an initial deposit into the OWNER TRUST
SPREAD ACCOUNT; and
o paid to CHASE USA in consideration for the SERIES
CERTIFICATE.
CHASE USA will use the proceeds it receives for general corporate purposes.
DESCRIPTION OF THE SECURITIES
The following is a summary of the material provisions of the notes
and the Series Certificate for your series. This summary is not a complete
description of the terms of the notes or the Series Certificate for your
series. You should refer to "Description of the Securities" in the attached
prospectus as well as the Indenture, the Pooling and Servicing Agreement
and the Series 1999-__ Supplement for a complete description.
DESCRIPTION OF THE SERIES CERTIFICATE
The owner trust will hold the SERIES CERTIFICATE to be issued through
the SERIES 1999-__ SUPPLEMENT. The owner trust will pledge the SERIES
CERTIFICATE including its allocations of principal and interest from the
master trust to the INDENTURE TRUSTEE
for your benefit.
GENERAL
The SERIES CERTIFICATE represents the right to receive its allocation
of cardholder payments which have been transferred to the master trust. The
SERIES CERTIFICATE will be allocated:
o a FLOATING ALLOCATION PERCENTAGE of collections of FINANCE
CHARGE RECEIVABLES that will be used to pay interest on your
notes;
o a FLOATING ALLOCATION PERCENTAGE of DEFAULT AMOUNTS that will
reduce your INVESTOR INTEREST if not paid from collections of
FINANCE CHARGE RECEIVABLES;
o only during the REVOLVING PERIOD, a FLOATING ALLOCATION
PERCENTAGE of collections of PRINCIPAL RECEIVABLES; and
o during the CONTROLLED ACCUMULATION PERIOD or a RAPID
AMORTIZATION PERIOD, a FIXED ALLOCATION PERCENTAGE of PRINCIPAL
RECEIVABLES that will be used to repay your principal.
The master trust trustee will also allocate to your series:
o SHARED PRINCIPAL COLLECTIONs and
o EXCESS FINANCE CHARGE COLLECTIONS.
Class A will also be entitled to amounts in the PRINCIPAL FUNDING ACCOUNT
and the ACCUMULATION PERIOD RESERVE ACCOUNT as well as investment earnings
on those amounts.
The SERIES CERTIFICATE is included in GROUP I. The series listed
under "Other Series Issued and Outstanding" below are also included in
GROUP I and additional series issued by the master trust may also be
included in GROUP I.
The SERIES CERTIFICATE will not be subordinated to any other series
of certificates.
INTEREST ALLOCATIONS
Interest payments on the SERIES CERTIFICATE for your series will be
funded from:
o finance charge receivables collected during the prior month
allocated to the SERIES CERTIFICATE other than INTERCHANGE used
to pay a portion of the servicing fee;
o investment earnings on amounts deposited in the PRINCIPAL
FUNDING ACCOUNT for the prior month; and
o amounts deposited in the ACCUMULATION PERIOD RESERVE
Account but only if necessary to pay interest to you.
The owner trust will receive the amount described above that is not
applied to:
o the INVESTOR SERVICING FEE,
o the INVESTOR DEFAULT AMOUNT,
o the INVESTOR CHARGE-OFFs and unreimbursed REALLOCATEd
PRINCIPAL COLLECTIONS, and
o EXCESS FINANCE CHARGE COLLECTIONs paid to other series.
The owner trust will receive these amounts on the business day preceding
the 15th day of each month.
PRINCIPAL ALLOCATIONS
Principal payments on the SERIES CERTIFICATE for your series will be
funded from:
o PRINCIPAL RECEIVABLES allocated to the SERIES CERTIFICATE
collected during the prior month minus
o PRINCIPAL RECEIVABLES reallocated to other series plus
o SHARED PRINCIPAL COLLECTIONS allocated to your series.
During the REVOLVING PERIOD, these amounts will be treated as SHARED
PRINCIPAL COLLECTIONS and be used to pay principal to other series or to
CHASE USA.
During the CONTROLLED ACCUMULATION PERIOD, an amount equal to the
least of:
o AVAILABLE INVESTOR PRINCIPAL COLLECTIONS allocated to the
SERIES CERTIFICATE,
o the CONTROLLED DEPOSIT AMOUNT and
o the excess of the Class A note principal balance over the
amount on deposit in the PRINCIPAL FUNDING ACCOUNT
will be deposited in the PRINCIPAL FUNDING ACCOUNT to be paid to the owner
trust on each TRANSFER DATE for distribution to Class A noteholders on the
___________ payment date.
After payment has been made to Class A, AVAILABLE INVESTOR PRINCIPAL
COLLECTIONS will be available to pay Class B and Class C. There is no
PRINCIPAL FUNDING ACCOUNT for Class B and Class C.
During the RAPID AMORTIZATION PERIOD, AVAILABLE INVESTOR PRINCIPAL
COLLECTIONS will be paid to the owner trust on each TRANSFER DATE until the
SERIES CERTIFICATE is paid in full and will be used to pay Class A, then to
pay Class B and then to pay Class C.
CONTROLLED ACCUMULATION
The CONTROLLED ACCUMULATION PERIOD is scheduled to last 12 months.
However, the servicer may elect to extend the REVOLVING PERIOD and postpone
the CONTROLLED ACCUMULATION PERIOD by providing a notice to the master
trust trustee. The servicer can make this election only if the number of
months needed to fund the PRINCIPAL FUNDING ACCOUNT based on expected
principal collections needed to pay principal on Class A is less than
12 months. On each determination date from the ___, 200_ determination
date until the CONTROLLED ACCUMULATION PERIOD begins, the SERVICER will
review the amount of expected principal collections until Class A's
Scheduled Note PAYMENT DATE and may elect to postpone the CONTROLLED
ACCUMULATION. In making its decision, the servicer is required to assume
that the principal payment rate will be no greater than the lowest monthly
payment rate for the prior 12 months and will consider the amount of
principal expected to be allocable to certificateholders of all other
Series which are not expected to be amortizing or accumulating principal.
In no case will the CONTROLLED ACCUMULATION PERIOD be reduced to less than
one month.
ALLOCATION PERCENTAGES
The master trust trustee will use the FLOATING ALLOCATION PERCENTAGE
to allocate to the Series Certificate collections of FINANCE CHARGE
RECEIVABLES and DEFAULT AMOUNTS at any time and collections of PRINCIPAL
RECEIVABLES during the REVOLVING PERIOD.
o The FLOATING ALLOCATION PERCENTAGE for each month will
equal a fraction
- the numerator of which is equal to the ADJUSTED
INVESTOR INTEREST; and
- the denominator of which is equal to the greater of:
- the sum of the amount of PRINCIPAL RECEIVABLES in the
master trust and any amount on deposit in the EXCESS
FUNDING ACCOUNT as of the close of business on the last
day of the prior month; and
- the sum of the numerators used to calculate the
Investor Percentages for allocations of FINANCE CHARGE
RECEIVABLES, DEFAULT AMOUNTS or PRINCIPAL RECEIVABLES for
other master trust series outstanding.
The master trust trustee will use the FIXED ALLOCATION PERCENTAGE to
allocate to the Series Certificate collections of PRINCIPAL RECEIVABLES
during the CONTROLLED ACCUMULATION PERIOD
and the RAPID AMORTIZATION PERIOD.
o The FIXED ALLOCATION PERCENTAGe for each month will equal a
fraction:
- the numerator of which is equal to the INVESTOR
INTEREST as of the last day of the REVOLVING PERIOD; and
- the denominator of which is equal to the greater of:
o the sum of the amount of Principal Receivables in
the master trust and any amount on deposit in the
EXCESS FUNDING ACCOUNT as of the close of business
on the last day of the prior month; and
o the sum of the numerators used to calculate the
INVESTOR PERCENTAGE for allocations of Principal
Receivables for other master trust series outstanding.
When there has been an addition or removal of receivables during the prior
month, the denominator used to determine these percentages will be
adjusted.
REALLOCATION OF CASH FLOWS
On each TRANSFER DATE, the SERVICER will allocate principal
collections to pay Class A and Class B interest and the Net Investor
Servicing Fee in an amount equal to the REALLOCATED PRINCIPAL COLLECTIONS.
If REALLOCATED PRINCIPAL COLLECTIONS are greater than zero, then
principal collections allocated to the INVESTOR INTEREST will be treated as
finance charge collections and be available to pay Class A and B interest
and the Net Investor Servicing Fee and the INVESTOR INTEREST will be
reduced accordingly. A reduction in the INVESTOR INTEREST will reduce the
allocation of finance charge and principal collections to the SERIES
CERTIFICATE.
APPLICATION OF COLLECTIONS
On each TRANSFER DATE, the SERVICER will direct the master trust
trustee to apply AVAILABLE INVESTOR FINANCE CHARGE COLLECTIONS from the
prior month in the following order:
o deposit an amount equal to the CLASS A INTEREST REQUIREMENT for
the related DISTRIBUTION DATE into the NOTE DISTRIBUTION ACCOUNT
for distribution to the owner trust on that DISTRIBUTION DATE;
o deposit an amount equal to the CLASS B INTEREST REQUIREMENT for
the related DISTRIBUTION DATE into the NOTE DISTRIBUTION ACCOUNT
for distribution to the owner trust on that DISTRIBUTION DATE;
o pay an amount equal to the NET INVESTOR SERVICING FEE plus
the amount of any overdue NET INVESTOR SERVICING FEE, to the
SERVICER;
o deposit an amount equal to the Net Class C Interest Requirement
for the related Disbtibution Date into the Note Distribution
Account for distribution to the owner trust on that
Distribution Date;
o treat an amount equal to the INVESTOR DEFAULT AMOUNT, if any,
for the related MONTHLY PERIOD, as AVAILABLE INVESTOR PRINCIPAL
COLLECTIONS and deposit it into the PRINCIPAL ACCOUNT;
o treat an amount equal to the sum of the INVESTOR Charge-Offs
and the amount of unreimbursed REALLOCATED PRINCIPAL
COLLECTIONS as AVAILABLE INVESTOR PRINCIPAL COLLECTIONS and
deposit it into the PRINCIPAL ACCOUNT;
o deposit into the ACCUMULATION PERIOD RESERVE ACCOUNT on and
after the RESERVE ACCOUNT FUNDING DATE, but prior to the date
on which the ACCUMULATION PERIOD RESERVE ACCOUNT ends an
amount equal to the excess, if any, of the REQUIRED ACCUMULATION
PERIOD RESERVE ACCOUNT AMOUNT over the AVAILABLE ACCUMULATION
PERIOD RESERVE ACCOUNT AMOUNT;
o pay to the owner trust an amount equal to the excess, if any,
of the REQUIRED OWNER TRUST SPREAD ACCOUNT AMOUNT over the
amount then on deposit in the OWNER TRUST SPREAD ACCOUNT.
All remaining amounts will be treated as EXCESS FINANCE CHARGE COLLECTIONS
and will be available to cover any shortfalls in finance charge collections
for other outstanding series. After payment of shortfalls, the remaining
amount will be paid to the holder of the Series Certificate.
The following diagram provides you with an outline of the allocation
of finance charge receivables. This diagram is a simplified demonstration
of the allocation and payment provisions contained in this supplement and
the attached prospectus.
ALLOCATIONS OF COLLECTIONS OF FINANCE CHARGE RECEIVABLES
[GRAPHIC OMITTED]
The servicer will direct the master trust trustee to apply AVAILABLE
INVESTOR PRINCIPAL COLLECTIONS -- after reallocating principal collections
to cover shortfalls in amounts payable from finance charge collections --
in the following order:
o during the REVOLVING PERIOD, treat as SHARED PRINCIPAL
COLLECTIONS and make available to cover any shortfalls in
principal collections for other outstanding series and will be
shared between series as described below under "--Shared
Principal Collections";
o during the CONTROLLED ACCUMULATION PERIOD, deposit the
CONTROLLED DEPOSIT AMOUNT in the PRINCIPAL FUNDING ACCOUNT and
treat any remaining amount as SHARED PRINCIPAL COLLECTIONS; or
o during the RAPID AMORTIZATION PERIOD, distribute to the
owner trust to make principal payments to you.
The following diagram provides you with an outline of the allocation
of principal collections. This diagram is a simplified demonstration of the
allocation and payment provisions contained in this supplement and the
attached prospectus.
ALLOCATIONS OF COLLECTIONS OF PRINCIPAL RECEIVABLES
[GRAPHIC OMITTED]
SHARED EXCESS FINANCE CHARGE COLLECTIONS
Finance charge collections - and other amounts treated like finance
charge collections - in excess of the amount required to make payments or
deposits for the SERIES CERTIFICATE for your series will be made available
to other series included in GROUP I whose allocation of finance charge
collections is not sufficient to make its required payments or deposits. We
call these collections EXCESS FINANCE CHARGE COLLECTIONS. If the SERIES
CERTIFICATE for your series requires more finance charge collections than
allocated through the INVESTOR PERCENTAGE, it will have access to finance
charge collections - and other amounts treated like finance charge
collections - from other series in GROUP I. Each series that is part of
GROUP I and has a shortfall will receive a share of the total amount of
EXCESS FINANCE CHARGE COLLECTIONS available for that month based on the
amount of shortfall for that series divided by the total shortfall for all
series for that same month.
SHARED PRINCIPAL COLLECTIONS
Collections of PRINCIPAL RECEIVABLES allocated to the INVESTOR
INTEREST in excess of the CONTROLLED DEPOSIT AMOUNT during the CONTROLLED
ACCUMULATION PERIOD and principal payments to the owner trust, as the
holder of the Series Certificate, during the RAPID AMORTIZATION PERIOD,
will be made available to other series whose allocation of principal
collections is not sufficient to make payments or deposits required to be
made from principal collections allocated to those series. We call these
collections SHARED PRINCIPAL COLLECTIONS. If the SERIES CERTIFICATE for
your series requires more principal collections than allocated through the
INVESTOR PERCENTAGE, it will share in the excess available from other
series in GROUP I. Each series that is part of GROUP I and has a shortfall
will receive a share of the total amount of SHARED PRINCIPAL COLLECTIONS
available for that month based on the amount of shortfall for that series
divided by the total shortfall for all series for that same month. SHARED
PRINCIPAL COLLECTIONS will not, however, be available to cover INVESTOR
CHARGE-OFFS for any series.
If SHARED PRINCIPAL COLLECTIONS exceed shortfalls, the master trust
trustee will distribute the remaining amount to the holder of the
TRANSFEROR CERTIFICATE or, under certain circumstances, deposit it into the
EXCESS FUNDING ACCOUNT.
DEFAULTED RECEIVABLES
The DEFAULT AMOUNT represents the investors' share of losses from the
MASTER TRUST PORTFOLIO.
On each TRANSFER DATE, CMB as SERVICER will calculate the DEFAULT
AMOUNT by multiplying:
o the FLOATING ALLOCATION PERCENTAGE for that month, by
o the total amount of receivables in MASTER TRUST PORTFOLIO
accounts that were charged-off for that month.
If the DEFAULT AMOUNT exceeds the amount of finance charge
collections allocated to fund this amount for the prior month, then the
INVESTOR INTEREST will be reduced by the excess. If the INVESTOR INTEREST
is reduced to zero, the SERIES CERTIFICATE will not receive any further
allocations of finance charge and principal collections. The INVESTOR
INTEREST will also be reduced by the amount of any REALLOCATED PRINCIPAL
COLLECTIONS used to make interest payments to Class A and Class B. In no
event, however, shall the INVESTOR INTEREST be reduced below zero.
Reductions in the INVESTOR INTEREST from both of these items may be
reimbursed from subsequent finance charge collections allocated for
reimbursement, if available.
PRINCIPAL FUNDING ACCOUNT
The master trust trustee will establish an account in which it will
collect principal collections (other than REALLOCATED PRINCIPAL
COLLECTIONS), including SHARED PRINCIPAL COLLECTIONS, during the CONTROLLED
ACCUMULATION PERIOD. The amounts collected will be distributed to the owner
trust to make principal payments to holders of Class A notes on Class A's
SCHEDULED NOTE PAYMENT DATE. However, if a rapid amortization occurs, those
amounts will be paid to you if you hold Class A notes on the first
DISTRIBUTION DATE after the RAPID AMORTIZATION PERIOD begins. There is no
Principal Funding Account for Class B and Class C.
The SERVICER will direct the master trust trustee to invest money on
deposit in this account in short-term, highly rated liquid investments
permitted under the terms of the POOLING AND SERVICING AGREEMENT. As stated
above, investment earnings on these investments will be treated as finance
charge collections. We call these amounts PRINCIPAL FUNDING INVESTMENT
PROCEEDS. If for any month, the PRINCIPAL FUNDING INVESTMENT PROCEEDS are
less than the product of:
o the balance of the PRINCIPAL FUNDING ACCOUNT as of the
RECORD DATE, and
o the interest rate on the Class A notes in effect for that month,
and
o a fraction that is equal to the actual number of days in
the monthly payment period divided by 360,
then the master trust trustee will withdraw the shortfall from the
ACCUMULATION PERIOD RESERVE ACCOUNT and treat those amounts as finance
charge collections.
ACCUMULATION PERIOD RESERVE ACCOUNT
The master trust trustee will establish an account that it will use
to fund investment earnings shortfalls during the CONTROLLED ACCUMULATION
PERIOD. At least three months prior to the beginning of the CONTROLLED
ACCUMULATION PERIOD, the master trust trustee will begin to deposit
AVAILABLE INVESTOR FINANCE CHARGE COLLECTIONS into this account until the
account balance equals the REQUIRED ACCUMULATION PERIOD RESERVE ACCOUNT
AMOUNT.
CHASE USA may change the formula for calculating the REQUIRED
ACCUMULATION PERIOD RESERVE ACCOUNT AMOUNT if the rating agencies agree
that the modification to the formula will not result in negative rating
action on the notes and an authorized officer of CHASE USA certifies that,
in the reasonable belief of CHASE USA, the modification will not result in
a PAY OUT EVENT.
CMB as servicer will direct the master trust trustee to invest money
on deposit in this account in short-term, highly rated liquid investments
permitted under the terms of the POOLING AND SERVICING AGREEMENT.
Investment earnings (net of expenses and losses) will be retained in this
account. The master trust trustee will withdraw money from this account in
excess of the REQUIRED ACCUMULATION PERIOD RESERVE ACCOUNT AMOUNT on each
TRANSFER DATE and the amount withdrawn will be used to fund any shortfall
in PRINCIPAL FUNDING INVESTMENT PROCEEDS.
On each TRANSFER DATE during the CONTROLLED ACCUMULATION PERIOD, and
on the first TRANSFER DATE during the RAPID AMORTIZATION PERIOD, the
SERVICER will withdraw from the ACCUMULATION PERIOD RESERVE ACCOUNT and
treat as AVAILABLE INVESTOR FINANCE CHARGE COLLECTIONS the lesser of:
o the AVAILABLE ACCUMULATION PERIOD RESERVE ACCOUNt AMOUNt, and
o the PRINCIPAL FUNDING INVESTMENT SHORTFALL with respect to
that TRANSFER DATE.
The ACCUMULATION PERIOD RESERVE ACCOUNT will be terminated on the
earliest to occur of:
o the termination date of the master trust,
o if the CONTROLLED ACCUMULATION PERIOd has not begun, the first
TRANSFER DATE after the RAPID AMORTIZATION PERIOD has begun, or
o if the CONTROLLED ACCUMULATION PERIOd has begun, the earlier of:
- the first TRANSFER DATE with respect to the RAPID
AMORTIZATION PERIOD, and
- the TRANSFER DATE immediately preceding the SCHEDULED
PRINCIPAL ALLOCATION COMMENCEMENT DATE.
When this account is closed, funds in this account will be treated as
AVAILABLE INVESTOR FINANCE CHARGE COLLECTIONS and used to pay interest to
you.
PAY OUT EVENTS
The REVOLVING PERIOD will continue until the scheduled date for the
beginning of the CONTROLLED ACCUMULATION PERIOD unless one of the events
identified in the chart on the following page occurs. The chart also
indicates whether each listed PAY OUT EVENT is an automatic event or an
event that requires a majority vote of the noteholders to declare the
occurrence of a PAY OUT EVENT. Additionally, some events cause a rapid
amortization of the SERIES CERTIFICATE while others will cause a rapid
amortization for all series issued by the master trust and outstanding when
the event occurs.
<TABLE>
<CAPTION>
REQUIRES A CAUSES RAPID CAUSES RAPID
MAJORITY VOTE OF AMORTIZATION OF AMORTIZATION
PAY OUT EVENT NOTEHOLDERS(1) SERIES 1999-[ ] OF ALL SERIES
- ------------- ---------------- ---------------- -----------------
<S> <C> <C> <C>
1. CHASE USA fails to make a payment or deposit X X
when required to under the POOLING AND
SERVICING AGREEMENT or within five days
after that date.
2. CHASE USA fails to observe or perform any X X
covenant or agreement and that failure has
a material adverse effect on you and the
failure continues unremedied for 60 days
after written notice to CHASE USA.
3. CHASE USA makes a representation or warranty X X
that was materially incorrect when made and
that continues to be materially incorrect
for 60 days after written notice to CHASE
USA and as a result you are materially and
adversely affected, unless CHASE USA
accepts reassignment of the related
Receivables.
4. CHASE USA provides materially incorrect X X
information about the master trust accounts
and that information continues to be
materially incorrect for 60 days after
written notice to CHASE USA and as a result
you are materially and adversely affected,
unless CHASE USA accepts reassignment of
the related Receivables.
5. The average of the PORTFOLIO YIELDS for three X
consecutive MONTHLY PERIODS is less than the
average of the BASE RATES for the same period.
6. CHASE USA fails to transfer receivables under X
additional accounts or participations when
required under the POOLING AND SERVICING
AGREEMENT.
7. A Servicer Default occurs which has a material X X
adverse effect on you.
8. There are insufficient funds in the X X
DISTRIBUTION ACCOUNT to pay the INVESTOR
INTEREST in full on the second DISTRIBUTION
DATE following the SCHEDULED PRINCIPAL
ALLOCATION COMMENCEMENT DATE.
9. CHASE USA becomes bankrupt or insolvent or X
enters receivership or conservatorship.
10. CHASE USA becomes unable to transfer X
Receivables to the master trust in accordance
with the Pooling and Servicing Agreement.
11. The master trust becomes subject to regulation X
as an "investment company" under the Investment
Company Act of 1940, as amended.
12. An Event of Default occurs under the INDENTURE. X
</TABLE>
- -------------
(1) Each specified PAY OUT EVENT requires the vote of noteholders holding
more than 50% of the notes by aggregate principal amount or the vote
of the master trust trustee. Unless otherwise specified, PAY OUT
EVENTS are declared upon occurrence without the necessity for a vote.
Once a rapid amortization begins, principal will begin to be
distributed to the owner trust on the first DISTRIBUTION DATE following the
month in which the PAY OUT EVENT occurred or was declared. If a rapid
amortization begins, the average life of the notes you hold may be
shortened.
SERVICING FEES AND EXPENSES
The MASTER TRUST TRUSTEE will pay the servicer a 2% annual servicing
fee payable in twelve equal monthly installments. We expect to pay half of
the servicing fee from finance charge collections and half of the servicing
fee from INTERCHANGE allocated to the INVESTOR INTEREST. INTERCHANGE paid
to the SERVICER is limited to 1% of the INVESTOR INTEREST less amounts on
deposit in the PRINCIPAL FUNDING ACCOUNT. If there is not enough
INTERCHANGE to pay half of the servicing fee, none of the master trust, the
INDENTURE TRUSTEE nor the noteholders will be responsible for paying the
SERVICER the amount of any shortfall.
The SERVICER will pay expenses out of the servicing fee it receives,
including the fees and expenses of any master trust trustee and independent
certified public accountants and other fees not stated to be paid by the
master trust. Chase Manhattan Bank as the SERVICER will not be responsible
for the payment of any federal, state or local taxes on your notes or on
the Series Certificate for your Series.
DESCRIPTION OF THE NOTES
The following is a summary of the material terms of the notes. You
should refer to "Description of the Securities -- Description of the Notes"
in the attached prospectus as well as the Indenture for a complete
description of the notes.
GENERAL
The Class A, Class B and Class C notes will be issued under an
INDENTURE between the owner trust and The Bank of New York, as INDENTURE
TRUSTEE. The form of the INDENTURE has been filed as an exhibit to the
Registration Statement and a copy will be filed with the SEC after the
notes are issued. The notes are obligations of the owner trust and payments
on the notes will only be made if the owner trust receives payment on the
SERIES CERTIFICATE.
Notes will be issued in $1,000 denominations and will be available
only in book-entry form through DTC. As described in the attached
prospectus, as long as the notes are held in book-entry form, you will only
be able to transfer your notes through the facilities of DTC. You will
receive payments and notices through DTC and its participants. Payments of
interest and principal will be made to the noteholders in whose names notes
are registered on the RECORD DATE, to the extent of available funds, on
each PAYMENT DATE.
The RECORD DATE for the notes is the last business day of the
calendar month before the PAYMENT DATE.
SUBORDINATION
The Class B notes and the Class C notes are subordinated
to the Class A notes. Interest payments will be made to the Class A notes
prior to the Class B notes and the Class C notes. Interest payments will be
made to the Class B notes prior to the Class C notes. Principal payments to
the Class B notes will not begin until the Class A notes have been paid in
full. Principal payments to the Class C notes will not begin until the
Class A notes and the Class B notes have been paid in full. If principal
collections allocated to the SERIES CERTIFICATE are reallocated to pay the
Class A notes, the principal amount of the Class C notes and the Class B
notes may not be repaid. If principal collections allocated to the SERIES
CERTIFICATE are reallocated to pay interest on the Class B notes, the
principal amount of the Class C notes may not be repaid. If receivables are
sold after an EVENT OF DEFAULT or PAY OUT EVENT, the net proceeds of that
sale which are available to pay principal on the notes would be paid first
to the Class A notes before any remaining net proceeds would be available
for payments due to the Class B notes or the Class C notes.
INTEREST PAYMENTS
Interest will begin to accrue on the notes beginning on the CLOSING
DATE and will be paid to you on the 15th of ___________ and the 15th day of
each following month. If such date is not a business day, you will be paid
interest on the following business day but you will not receive any
additional interest because of the delay.
On each PAYMENT DATE, you will receive an interest payment based on
the interest rate for your class and the outstanding balance of your notes
as follows:
o the Class A interest rate is _____% per annum above
one-month LIBOR;
o the Class B interest rate is _____% per annum above
one-month LIBOR; and
o the Class C interest rate is _____% per annum above
one-month LIBOR.
The INDENTURE TRUSTEE will calculate the amount of interest to be
paid to you by multiplying:
o the note balance of your class as of the last RECORD DATE by
o the interest rate for your class by
o a fraction equal to the number of actual days for that
interest period divided by 360.
An interest period is the period from the prior PAYMENT DATE through the
day before the current PAYMENT DATE. However, the first interest period
begins on the Closing Date and ends on the day before the first Payment
Date. The owner trust will pay interest from money it received from the
SERIES CERTIFICATE and deposited in the NOTE DISTRIBUTION ACCOUNT. Interest
on each class of notes will be paid from amounts on deposit in the NOTE
DISTRIBUTION ACCOUNT; however, Class C interest will also be paid from the
OWNER TRUST SPREAD ACCOUNT. Class A will receive interest payments prior to
Class B and Class C. Class B will receive interest payments prior to Class
C, except to the extent Class C interest payments are paid from the OWNER
TRUST SPREAD ACCOUNT.
If you do not receive your interest in full on any PAYMENT DATE, you
will be paid the shortfall on a following PAYMENT DATE as well as interest
at the interest rate for your class on those unpaid amounts to the extent
of available funds.
The initial interest payment and the initial interest period will be
adjusted to account for a [shorter][longer] first period.
A calculation agent will determine one-month LIBOR on the second
business day prior to the beginning of each interest period by referring to
the rate for dollar deposits for one month on Telerate Page 3750 at 11 a.m.
London time. If the rate does not appear, the calculation agent will
request four major banks in the London interbank market to provide quotes
for interest rates on dollar deposits for one month and will use the
arithmetic mean of the quotes. If less than two London banks provide
quotes, the calculation agent will request major New York City banks to
provide quotes for interest rates on dollar deposits to be lent to European
banks for one month and will use the arithmetic mean of the quotes.
Chase Manhattan Bank will be the initial calculation agent. The
calculation agent may not resign until a successor calculation agent is
appointed.
You can call the calculation agent at 212-___-____ to obtain the
Class A, B and C interest rates for the prior and current interest periods.
The ADMINISTRATOR of the owner trust will also notify the Luxembourg Stock
Exchange by the first day of the interest period of the Class A, B and C
interest rates and the amount of interest to be paid to each class of notes
on that date. This information will also be included in the monthly
noteholder statement.
PRINCIPAL PAYMENTS
The notes will mature on the _________ PAYMENT DATE which is the NOTE
MATURITY DATE and are required to be paid on that date. The notes may,
however, be repaid or redeemed before or after the SCHEDULED NOTE PAYMENT
DATE.
The Class A notes are scheduled to be repaid in full on the ________
PAYMENT DATE from the amounts deposited in the PRINCIPAL FUNDING
ACCOUNT.
If the Class A notes are repaid, the Class B notes will be repaid in
full on the ________ PAYMENT DATE.
If the Class A and Class B notes are repaid, the Class C notes will
be repaid in full on the ________ PAYMENT DATE.
The INDENTURE TRUSTEE is required to use the amount on deposit in the
NOTE DISTRIBUTION ACCOUNT to pay principal on the Scheduled Note PAYMENT
Date for each class of notes. If there is an outstanding principal balance
of any class of notes after its SCHEDULED NOTE PAYMENT DATE, principal will
be paid on the following Payment Dates until the full balance is
repaid. After an EVENT OF DEFAULT has been declared, if the INDENTURE
TRUSTEE and the noteholders determine that the principal amount of the
notes is due and payable, such amounts will be paid to each class in order
of seniority. If the full balance is not repaid by the NOTE MATURITY DATE,
an EVENT OF DEFAULT will be declared. You may suffer a loss if principal is
not repaid to you by the NOTE MATURITY DATE.
OPTIONAL REDEMPTION
The owner trust will redeem the notes if the TRANSFEROR chooses to
repurchase the SERIES CERTIFICATE. If a redemption occurs, you will receive
your remaining principal balance plus accrued but unpaid interest through
the PAYMENT DATE on which the notes are redeemed. Please refer to
"Description of the Securities--Description of the Certificates--Final
Payment of Principal; Series Termination" in the attached prospectus for a
description of the option of the TRANSFEROR to repurchase a series.
DISTRIBUTIONS
On each TRANSFER DATE for the SERIES CERTIFICATE, the master trust
trustee will allocate finance charge and principal collections to pay
interest, principal, fees and other amounts on the notes. The timing,
calculation, distribution, order, source and priority for payment of these
amounts by or on behalf of the INDENTURE TRUSTEE are provided below:
o deposit the CLASS A INTEREST REQUIREMENT into the NOTE
DISTRIBUTION ACCOUNT for distribution to the Class A
noteholders on the related PAYMENT DATE;
o deposit the CLASS B INTEREST REQUIREMENT into the NOTE
DISTRIBUTION ACCOUNT for distribution to the Class B
noteholders on the related PAYMENT DATE;
o deposit the CLASS C INTEREST REQUIREMENT into the NOTE
DISTRIBUTION ACCOUNT for distribution to the Class C
noteholders on the related PAYMENT DATE;
o deposit the CLASS A NOTEHOLDERS' PRINCIPAL DISTRIBUTION AMOUNT
into the NOTE DISTRIBUTION ACCOUNT for distribution to the
Class A noteholders on the related PAYMENT DATE;
o deposit the CLASS B NOTEHOLDERS' PRINCIPAL DISTRIBUTION AMOUNT
into the NOTE DISTRIBUTION ACCOUNT for distribution to the
Class B noteholders on the related Payment Date;
o deposit the CLASS C NOTEHOLDERS' PRINCIPAL DISTRIBUTION AMOUNT
into the NOTE DISTRIBUTION ACCOUNT for distribution to the
Class C noteholders on the related PAYMENT DATE; and
o deposit into the OWNER TRUST SPREAD ACCOUNT, the excess, if
any, of
- the REQUIRED OWNER TRUST SPREAD ACCOUNT AMOUNT for such
TRANSFER DATE over
- the amount on deposit in the OWNER TRUST SPREAD ACCOUNT
on such TRANSFER DATE; not taking into account the amount
deposited into the OWNER TRUST SPREAD ACCOUNT on such
TRANSFER DATE described by this clause.
Any remaining funds will be distributed to CHASE USA as the owner of the
equity interest in the owner trust.
The INDENTURE TRUSTEE can also use the funds on deposit in the
OWNER TRUST SPREAD ACCOUNT to pay:
o Class C interest to Class C noteholders and
o Class C principal on or after the Class C scheduled
maturity date if
- the Class A and B notes have been repaid or
- the INVESTOR INTEREST of the SERIES CERTIFICATE is
zero.
On each PAYMENT DATE, money on deposit in the NOTE DISTRIBUTION ACCOUNT
will be distributed to you.
OWNER TRUST SPREAD ACCOUNT
The INDENTURE TRUSTEE will establish this account for the benefit of
the Class C Notes only. It will be funded from allocations of funds from
the SERIES CERTIFICATE after payment of the CLASS A, CLASS B AND CLASS C
INTEREST REQUIREMENTS and the Class A and Class B Noteholders' Principal
Distribution Amounts for such TRANSFER DATE. The balance of such account
will be used to pay Class C interest and principal as described in the
preceding section. The availability of funds in this account is intended to
increase the likelihood that Class C noteholders will receive the full
amount of principal and interest owed to them and to decrease the
likelihood that Class C noteholders will suffer a loss of principal. If you
purchase Class C notes, you should note that the funds deposited in this
account are limited and may not be available when needed to make up
interest or principal shortfalls.
The required balance of the OWNER TRUST SPREAD ACCOUNT will initially
equal $_______ and will adjust each TRANSFER DATE based on the average
EXCESS SPREAD PERCENTAGE for the prior three months based on the following
chart.
Percentage of
Average Excess Spread Initial Note Balance
--------------------- --------------------
Greater than 4.5% _____%
Less than 4.5% but greater than 3.5% _____%
Less than 3.5% but greater than 2.5% _____%
Less than 2.5% but greater than 1.5% _____%
Less than 1.5% _____%
The ADMINISTRATOR will be able to modify the method for calculating
the REQUIRED OWNER TRUST SPREAD ACCOUNT AMOUNT if the rating agencies agree
that the modification will not result in negative rating action on the
notes and an authorized officer of CHASE USA certifies to the INDENTURE
TRUSTEE that the modification will not result in an EVENT OF DEFAULT. The
ADMINISTRATOR/TRANSFEROR will not be able to modify this formula if a Pay
Out Event relating to the nonpayment of interest or principal has occurred.
The ADMINISTRATOR will direct the INDENTURE TRUSTEE to invest money
on deposit in this account in short-term, highly rated liquid investments
permitted under the terms of the INDENTURE. Investment earnings (net of
expenses and losses) will be deposited in the NOTE DISTRIBUTION ACCOUNT and
will be used to pay Class C interest.
Amounts in excess of the REQUIRED OWNER TRUST SPREAD ACCOUNT AMOUNT
will be distributed to CHASE USA as the holder of the equity interest in
the owner trust. After the payment in full of the Class C notes, the
balance of this account will be distributed to CHASE USA as the holder of
the equity interest in the owner trust.
EVENTS OF DEFAULT
Each of the following events is an EVENT OF DEFAULT under the
INDENTURE:
o Class A, B or C principal is not paid on the Note Maturity
Date;
o the owner trust fails to pay interest on the notes and the
failure continues for 65 days;
o the owner trust becomes bankrupt or insolvent; or
o the owner trust becomes subject to regulation as an "investment
company" under the Investment Company Act of 1940.
If an EVENT OF DEFAULT occurs, the INDENTURE TRUSTEE or the holders
of a majority of the notes may declare the notes to be immediately due and
payable. If the notes are accelerated, the INDENTURE TRUSTEE can:
o begin proceedings to collect amounts due from the OWNER TRUSTEE
or exercise other remedies available to it as a secured party;
o foreclose on the SERIES CERTIFICATE;
o sell the SERIES CERTIFICATE in accordance with the restrictions
described in the attached prospectus and use the proceeds from the
sale to repay you; and
o allow the OWNER TRUSTEE to continue to hold the SERIES
CERTIFICATE and pass through any payments on the SERIES
CERTIFICATE to you.
If an EVENT OF DEFAULT is declared and the notes are accelerated, you
may receive principal prior to the Scheduled Note Payment Date for your
notes.
NOTEHOLDER REPORTS
You will receive a monthly report from the ADMINISTRATOR as described
in the attached prospectus. In addition, the report will specify if any
money is withdrawn from the OWNER TRUST SPREAD ACCOUNT.
So long as the notes are listed on the Luxembourg Stock Exchange, we
will publish a notice in a daily newspaper in Luxembourg that provides the
information contained in the monthly report. We expect initially to publish
the notice in the Luxemburger Wort.
If definitive notes are issued, the monthly notice will be mailed to
your address as it appears on the INDENTURE TRUSTEE'S register.
LISTING AND GENERAL INFORMATION
We have applied to the Luxembourg Stock Exchange to list the Class A
notes, the Class B notes and the Class C notes. In connection with the
listing application, the Organization Certificate and By-laws of the Bank,
and legal notice relating to the issuance of the Class A notes, the Class B
notes and the Class C notes will be deposited before we list with the Chief
Registrar of the District Court of Luxembourg, where you may obtain copies
of those documents. The Class A notes, the Class B notes and the Class C
notes have been accepted for clearance through the facilities of DTC,
CEDELBANK and EUROCLEAR.
The securities identification numbers for the notes are listed below:
International
Securities
Identification
CUSIP Number Number (ISIN) Common Code
------------ -------------- -----------
Class A
Class B
Class C
As of the date of this supplement, neither the master trust nor the
owner trust is involved in any litigation or arbitration proceeding
relating to claims that are material in the context of the issuance of the
Notes, nor so far as Chase USA is aware are any of those proceedings
pending or threatened.
Except as disclosed in this prospectus supplement, there has been no
material adverse change in the financial position of the master trust since
___________, 199__ through the date of this prospectus supplement.
The transactions described in this prospectus supplement were
authorized by resolutions adopted by CHASE USA'S Board of Directors on
__________, 199__ and by CHASE USA'S Asset and Loan Securitization
Committee as of ________, 199__.
Copies of the POOLING AND SERVICING AGREEMENT, the SERIES 1999-__
SUPPLEMENT, the applicable Indenture, Deposit and Administration Agreement
and the Trust Agreement, the annual report of independent certified public
accountants described in "Description of the Securities--Description of the
Certificates--Evidence as to Compliance" in the attached prospectus, the
documents referred to under "Where You Can Find More Information" and the
reports to noteholders referred to under "Reports to Securityholders" and
"Description of the Securities--Description of the Notes--Reports to
Noteholders" in the attached prospectus will be available free of charge at
the office of the LISTING AGENT in Luxembourg. Financial information
regarding CHASE USA is included in the consolidated financial statements of
The Chase Manhattan Corporation in The Chase Manhattan Corporation's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997. Such
report is available, and reports for subsequent years will be available, at
the office of the LISTING AGENT.
So long as there is no PAYING AGENT and transfer agent in Luxembourg,
Banque Generale du Luxembourg, S.A. will act as intermediary agent in
Luxembourg. If securities are issued in fully registered, certificated form
under the circumstances described in the attached prospectus, a PAYING
AGENT and transfer agent will be appointed in Luxembourg.
The notes, the POOLING AND SERVICING AGREEMENT, the SERIES 1999-__
SUPPLEMENT, the INDENTURE and the DEPOSIT AND ADMINISTRATION AGREEMENT are
governed by the laws of the State of New York. The TRUST AGREEMENT is
governed by the laws of the State of Delaware.
Although we have applied to list the notes on the Luxembourg Stock
Exchange, we cannot guarantee that the application for the listing will be
accepted. You should consult with the Listing Agent in Luxembourg to
determine whether or not the notes are listed on the Luxembourg Stock
Exchange.
This prospectus supplement and the attached prospectus have been
prepared by CHASE USA solely for use in connection with the offering and
listing of the notes described in this prospectus supplement. CHASE USA has
taken reasonable care to ensure that facts stated in this prospectus
supplement and the attached prospectus are true and accurate in all
material respects and there have not been omitted material facts the
omission of which would make misleading any statements of fact or opinion
in this prospectus supplement or the prospectus. CHASE USA accepts
responsibility accordingly.
UNDERWRITING
CHASE USA has agreed to sell to the underwriters listed below the
amount of securities of each class set forth next to each underwriter's
name. Each underwriter has agreed to purchase that amount of those
securities.
Class A Notes Principal Amount
------------- ----------------
Chase Securities Inc. $____________
_____________________ $____________
-------------
Total $
=============
Class B Notes
-------------
Chase Securities Inc. $____________
Class C Notes
-------------
Chase Securities Inc. $____________
The price to public, Underwriters' discounts and commissions, the
concessions that the Underwriters may allow to certain dealers, and the
discounts that such dealers may reallow to certain other dealers, each
expressed as a percentage of the principal amount of each class of notes
are as follows:
Underwriting Selling
Price to discounts and concessions, Reallowance,
Public commissions not to exceed not to exceed
------------- ------------- -------------- -------------
Class A Notes ____% ____% ____% ____%
Class B Notes ____% ____% ____% ____%
Class C Notes ____% ____% ____% ____%
After the offering is completed, CHASE USA will receive the proceeds,
after deduction of the underwriting and other expenses, listed below:
Proceeds to
Transferor
(as % of the
principal Underwriting
Proceeds to amount of the discounts and
Transferor notes) concessions
--------------- ----------------- ---------------
Class A Notes $_______ ____% $_______
Class B Notes $_______ ____% $_______
Class C Notes $_______ ____% $_______
After the public offering, the public offering price and other
selling terms may be changed by the underwriters.
The underwriters' obligations to acquire any Series 1999__ notes will
be subject to certain conditions. The underwriters will offer the Series
1999__ notes for sale only if the owner trust issues the notes, and all
conditions to the issuance of the notes are satisfied or waived. The
underwriters have agreed either to purchase all of the Series 1999__ notes,
or none of them.
The underwriters may reject any orders in whole or in part.
Chase Securities Inc. is a wholly-owned subsidiary of The Chase
Manhattan Corporation and an affiliate of CHASE USA.
Each underwriter has represented and agreed that:
(a) it only issued or passed on and will only issue or pass on in the
United Kingdom any document received by it in connection with the
issue of the notes to a person who is of a kind described in
Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1996 (as amended) or who is a
person to whom the document may otherwise lawfully be issued or
passed on,
(b) it has complied and will comply with all applicable provisions of
the Financial Services Act 1986 and other applicable laws and
resolutions with respect to anything done by it in relation to
the Notes in, from or otherwise involving the United Kingdom and
(c) if that underwriter is an authorized person under the Financial
Services Act 1986, it has only promoted and will 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 this
prospectus supplement 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.
This prospectus supplement and the attached prospectus may be used by
Chase Securities Inc. in connection with offers and sales related to
market-making transactions in the notes. Chase Securities Inc. may act as
principal or agent in such transactions. Such sales will be made at prices
related to prevailing market prices at the time of sale. Chase Securities
Inc. has no obligation to make a market in the notes and any such
market-making may be discontinued at any time without notice, in its sole
discretion. Chase Securities Inc. is among the underwriters participating
in the initial distribution of the notes.
OTHER SERIES ISSUED AND OUTSTANDING
The table below discusses the principal characteristics of the twenty
other series of certificates previously issued by the master trust and
currently outstanding. For more specific information with respect to any
series, any prospective investor should contact The Chase Manhattan Bank at
(212) 270-6000. The Chase Manhattan Bank will provide, without charge, to
any prospective investor, a copy of the disclosure documents for any other
publicly issued series.
SERIES 1995-2
1. Class A Certificates
Initial Investor Interest...................................$600,000,000
Certificate Rate.................................................. 6.23%
Controlled Accumulation Amount (subject to adjustment).......$50,000,000
Commencement of Controlled Accumulation Period
(subject to adjustment).............................September 30, 1999
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest...............................$47,728,181.82
Other Enhancement................. Subordination of Class B Certificates
Scheduled Payment Date..................................October 15, 2000
Series 1995-2 Termination Date.............................June 15, 2003
Series Issuance Date....................................October 19, 1995
2. Class B Certificates
Initial Investor Interest....................................$34,090,000
Certificate Rate.................................................. 6.38%
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest.......Same as above for Class A Certificates
Scheduled Payment Date.................................November 15, 2000
Series 1995-2 Termination Date....Same as above for Class A Certificates
Series Issuance Date..............Same as above for Class A Certificates
SERIES 1995-3
1. Class A Certificates
Initial Investor Interest...................................$450,000,000
Certificate Rate.................................................. 6.23%
Controlled Accumulation Amount (subject to adjustment).......$37,500,000
Commencement of Controlled Accumulation Period
(subject to adjustment)..................................July 31, 2001
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest...............................$35,795,636.36
Other Enhancement..................Subordination of Class B Certificates
Scheduled Payment Date...................................August 15, 2002
Series 1995-3 Termination Date............................April 15, 2005
Series Issuance Date...................................November 21, 1995
2. Class B Certificates
Initial Investor Interest....................................$25,568,000
Certificate Rate.................................................. 6.39%
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest.......Same as above for Class A Certificates
Scheduled Payment Date................................September 15, 2002
Series 1995-3 Termination Date....Same as above for Class A Certificates
Series Issuance Date..............Same as above for Class A Certificates
SERIES 1995-4
1. Class A Certificates
Initial Investor Interest...................................$300,000,000
Certificate Rate...............................Three Month LIBOR + 0.20%
Controlled Accumulation Amount (subject to adjustment).......$25,000,000
Commencement of Controlled Accumulation Period
(subject to adjustment)...............................October 31, 2001
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest...............................$35,714,857.14
Other Enhancement................. Subordination of Class B Certificates
Scheduled Payment Date.................................November 25, 2002
Series 1995-4 Termination Date.............................July 25, 2005
Series Issuance Date...................................November 29, 1995
2. Class B Certificates
Initial Investor Interest....................................$21,428,000
Certificate Rate...............................Three Month LIBOR + 0.32%
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest.......Same as above for Class A Certificates
Scheduled Payment Date................................ November 25, 2002
Series 1995-4 Termination Date....Same as above for Class A Certificates
Series Issuance Date..............Same as above for Class A Certificates
SERIES 1996-1
1. Class A Certificates
Initial Investor Interest...................................$700,000,000
Certificate Rate.................................................. 5.55%
Controlled Accumulation Amount (subject to adjustment)....$58,333,333.33
Commencement of Controlled Accumulation Period
(subject to adjustment)..............................December 31, 1999
Annual Servicing Fee Percentage ....................................2.0%
Initial Collateral Interest...............................$55,682,545.45
Other Enhancement..................Subordination of Class B Certificates
Scheduled Payment Date..................................January 15, 2001
Series 1996-1 Termination Date........................September 15, 2003
Series Issuance Date....................................January 23, 1996
2. Class B Certificates
Initial Investor Interest....................................$39,772,000
Certificate Rate.................................................. 5.71%
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest.......Same as above for Class A Certificates
Scheduled Payment Date.................................February 15, 2001
Series 1996-1 Termination Date....Same as above for Class A Certificates
Series Issuance Date..............Same as above for Class A Certificates
SERIES 1996-2
1. Class A Certificates
Initial Investor Interest...................................$550,000,000
Certificate Rate.................................................. 5.98%
Controlled Accumulation Amount (subject to adjustment)....$45,833,333.33
Commencement of Controlled Accumulation Period
(subject to adjustment)..............................December 31, 2004
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest...............................$43,750,000.00
Other Enhancement................. Subordination of Class B Certificates
Scheduled Payment Date..................................January 15, 2006
Series 1996-2 Termination Date........................September 15, 2008
Series Issuance Date....................................January 23, 1996
2. Class B Certificates
Initial Investor Interest....................................$31,250,000
Certificate Rate.................................................. 6.16%
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest.......Same as above for Class A Certificates
Scheduled Payment Date.................................February 15, 2006
Series 1996-2 Termination Date....Same as above for Class A Certificates
Series Issuance Date..............Same as above for Class A Certificates
SERIES 1996-3
1. Class A Certificates
Initial Investor Interest...................................$411,983,000
Certificate Rate.................................................. 7.09%
Controlled Accumulation Amount (subject to adjustment)....$34,331,916.67
Commencement of Controlled Accumulation Period
(subject to adjustment)...................................May 31, 2005
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest...............................$32,772,440.86
Other Enhancement................. Subordination of Class B Certificates
Scheduled Payment Date.....................................June 15, 2006
Series 1996-3 Termination Date.........................February 15, 2009
Series Issuance Date....................................... May 30, 1996
2. Class B Certificates
Initial Investor Interest....................................$23,408,000
Certificate Rate.................................................. 7.27%
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest.......Same as above for Class A Certificates
Scheduled Payment Date.....................................July 15, 2006
Series 1996-3 Termination Date....Same as above for Class A Certificates
Series Issuance Date..............Same as above for Class A Certificates
SERIES 1996-4
1. Class A Certificates
Initial Investor Interest.................................$1,400,000,000
Certificate Rate................................ One Month LIBOR + 0.13%
Controlled Accumulation Amount (subject to adjustment)...$116,666,666.67
Commencement of Controlled Accumulation Period
(subject to adjustment)...............................October 31, 2002
Annual Servicing Fee Percentage.................................... 2.0%
Initial Collateral Interest..............................$150,000,666.67
Other Enhancement..................Subordination of Class B Certificates
Scheduled Payment Date.................................November 17, 2003
Series 1996-4 Termination Date.............................July 17, 2006
Series Issuance Date...................................November 14, 1996
2. Class B Certificates
Initial Investor Interest.................................. $116,666,000
Certificate Rate................................ One Month LIBOR + 0.35%
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest.......Same as above for Class A Certificates
Scheduled Payment Date.................................December 15, 2003
Series 1996-4 Termination Date....Same as above for Class A Certificates
Series Issuance Date..............Same as above for Class A Certificates
SERIES 1997-1
1. Class A Certificates
Initial Investor Interest.................................$1,150,000,000
Certificate Rate................................ One Month LIBOR + 0.09%
Controlled Accumulation Amount (subject to adjustment)....$95,833,333.33
Commencement of Controlled Accumulation Period
(subject to adjustment)...............................January 31, 2003
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest.................................$123,214,619
Other Enhancement..................Subordination of Class B Certificates
Scheduled Payment Date.................................February 15, 2004
Series 1997-1 Termination Date..........................October 15, 2006
Series Issuance Date...................................February 24, 1997
2. Class B Certificates
Initial Investor Interest....................................$95,833,000
Certificate Rate................................. One Month LIBOR 0.29%
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest...... Same as above for Class A Certificates
Scheduled Payment Date................................... March 15, 2004
Series 1997-1 Termination Date....Same as above for Class A Certificates
Series Issuance Date..............Same as above for Class A Certificates
SERIES 1997-2
1. Class A Certificates
Initial Investor Interest.................................$1,500,000,000
Certificate Rate.................................................. 6.30%
Controlled Accumulation Amount (subject to adjustment)......$125,000,000
Commencement of Controlled Accumulation Period
(subject to adjustment)..................................July 31, 1999
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest.................................$119,318,455
Other Enhancement................. Subordination of Class B Certificates
Scheduled Payment Date...................................August 15, 2000
Series 1997-2 Termination Date............................April 15, 2003
Series Issuance Date.....................................August 18, 1997
2. Class B Certificates
Initial Investor Interest....................................$85,227,000
Certificate Rate.................................................. 6.45%
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest................... Same as above for Class A
Scheduled Payment Date................................September 15, 2000
Series 1997-2 Termination Date....Same as above for Class A Certificates
Series Issuance Date..............Same as above for Class A Certificates
SERIES 1997-3
1. Class A Certificates
Initial Investor Interest...................................$250,000,000
Certificate Rate................................................. 6.777%
Controlled Accumulation Amount (subject to
adjustment)..............One-twelfth of outstanding balance of Class A
Certificates on August 1, 2003
Commencement of Controlled Accumulation Period
(subject to adjustment)................................August 31, 2003
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest..................................$26,786,048
Other Enhancement..................Subordination of Class B Certificates
Scheduled Payment Date................................September 15, 2004
Series 1997-3 Termination Date..............................May 15, 2007
Series Issuance Date..................................September 22, 1997
2. Class B Certificates
Initial Investor Interest....................................$20,833,000
Certificate Rate.................................One Month LIBOR + 0.35%
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest...... Same as above for Class A Certificates
Scheduled Payment Date..................................October 15, 2004
Series 1997-3 Termination Date....Same as above for Class A Certificates
Series Issuance Date..............Same as above for Class A Certificates
SERIES 1997-4
1. Class A Certificates
Initial Investor Interest...................................$600,000,000
Certificate Rate.................................One Month LIBOR + 0.16%
Controlled Accumulation Amount (subject to adjustment).......$50,000,000
Commencement of Controlled Accumulation Period
(subject to adjustment)..............................November 30, 2001
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest..................................$64,285,715
Other Enhancement................. Subordination of Class B Certificates
Scheduled Payment Date.................................December 15, 2002
Series 1997-4 Termination Date...........................August 15, 2005
Series Issuance Date....................................December 8, 1997
2. Class B Certificates
Initial Investor Interest....................................$50,000,000
Certificate Rate.................................One Month LIBOR + 0.36%
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest.......Same as above for Class A Certificates
Scheduled Payment Date..................................January 15, 2003
Series 1997-4 Termination Date....Same as above for Class A Certificates
Series Issuance Date..............Same as above for Class A Certificates
SERIES 1997-5
1. Class A Certificates
Initial Investor Interest...................................$500,000,000
Certificate Rate................................................. 6.194%
Controlled Accumulation Amount (subject to adjustment).......$41,666,667
Commencement of Controlled Accumulation Period
(subject to adjustment)..............................November 30, 2001
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest..................................$39,772,819
Other Enhancement................. Subordination of Class B Certificates
Scheduled Payment Date.................................December 15, 2002
Series 1997-5 Termination Date.......................... August 15, 2005
Series Issuance Date...................................December 23, 1997
2. Class B Certificates
Initial Investor Interest....................................$28,409,000
Certificate Rate................................................. 6.388%
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest.......Same as above for Class A Certificates
Scheduled Payment Date..................................January 15, 2003
Series 1997-5 Termination Date....Same as above for Class A Certificates
Series Issuance Date..............Same as above for Class A Certificates
SERIES 1998-1
1. Class A-1 Certificates
Initial Investor Interest...................................$273,822,563
Certificate Rate................................One Month LIBOR + 0.231%
Controlled Accumulation Amount (subject to adjustment).......$22,818,547
Commencement of Controlled Accumulation Period
(subject to adjustment)...............................January 31, 2004
Annual Servicing Fee Percentage.....................................2.0%
Enhancement........................Subordination of Class B Certificates
and Initial Collateral Interest
Scheduled Payment Date.................................February 15, 2005
Series 1998-1 Termination Date..........................October 15, 2007
Series Issuance Date...................................February 12, 1998
Class A-2 Certificates
Initial Investor Interest...................................$245,278,391
Certificate Rate...............................One Month LIBOR + 0.1885%
Controlled Accumulation Amount (subject to adjustment)...... $20,439,866
Commencement of Controlled Accumulation Period
(subject to adjustment)...............................January 31, 2004
Annual Servicing Fee Percentage.....................................2.0%
Enhancement........................Subordination of Class B Certificates
and Initial Collateral Interest
Scheduled Payment Date.................................February 15, 2005
Series 1998-1 Termination Date..........................October 15, 2007
Series Issuance Date...................................February 12, 1998
Class A-3 Certificates
Initial Investor Interest...................................$243,131,534
Certificate Rate...............................One Month LIBOR + 0.2445%
Controlled Accumulation Amount (subject to adjustment).......$20,260,961
Commencement of Controlled Accumulation Period
(subject to adjustment)...............................January 31, 2004
Annual Servicing Fee Percentage.....................................2.0%
Enhancement........................Subordination of Class B Certificates
and Initial Collateral Interest
Scheduled Payment Date.................................February 15, 2005
Series 1998-1 Termination Date..........................October 15, 2007
Series Issuance Date...................................February 12, 1998
2. Class B Certificates
Initial Investor Interest....................................$63,519,000
Certificate Rate.................................One Month LIBOR + 0.37%
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest..................................$81,668,141
Scheduled Payment Date....................................March 15, 2005
Series 1998-1 Termination Date....Same as above for Class A Certificates
Series Issuance Date..............Same as above for Class A Certificates
SERIES 1998-2
1. Class A Certificates
Initial Investor Interest...................................$800,000,000
Certificate Rate..............................Federal Funds Rate + 0.24%
Controlled Accumulation Amount (subject to adjustment).......$66,666,667
Commencement of Controlled Accumulation Period
(subject to adjustment)...............................January 31, 2000
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest..................................$85,714,953
Other Enhancement..................Subordination of Class B Certificates
Scheduled Payment Date.................................February 15, 2001
Series 1998-2 Termination Date.........................February 15, 2003
Series Issuance Date.......................................March 9, 1998
2. Class B Certificates
Initial Investor Interest....................................$66,666,000
Certificate Rate................................ One Month LIBOR + 0.25%
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest...... Same as above for Class A Certificates
Scheduled Payment Date....................................March 15, 2003
Series 1998-2 Termination Date... Same as above for Class A Certificates
Series Issuance Date............. Same as above for Class A Certificates
SERIES 1998-3
1. Class A Certificates
Initial Investor Interest...................................$600,000,000
Certificate Rate................................................. 6.000%
Controlled Accumulation Amount (subject to adjustment).......$50,000,000
Commencement of Controlled Accumulation Period
(subject to adjustment).................................March 31, 2002
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest..................................$47,728,182
Other Enhancement..................Subordination of Class B Certificates
Scheduled Payment Date....................................April 15, 2003
Series 1998-3 Termination Date............................August 15, 2005
Series Issuance Date.........................................May 1, 1998
2. Class B Certificates
Initial Investor Interest....................................$34,090,000
Certificate Rate................................................. 6.150%
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest...... Same as above for Class A Certificates
Scheduled Payment Date......................................May 15, 2003
Series 1998-3 Termination Date ...Same as above for Class A Certificates
Series Issuance Date..............Same as above for Class A Certificates
SERIES 1998-4
1. Class A Certificates
Initial Investor Interest...................................$552,486,188
Certificate Rate............................... One Month LIBOR + 0.134%
Controlled Accumulation Amount (subject to adjustment).......$46,040,516
Commencement of Controlled Accumulation Period
(subject to adjustment).................................. July 31, 2007
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest..................................$59,195,465
Other Enhancement................. Subordination of Class B Certificates
Scheduled Payment Date.................................. August 15, 2008
Series 1998-4 Termination Date.........................December 15, 2010
Series Issuance Date...................................... July 28, 1998
2. Class B Certificates
Initial Investor Interest....................................$46,040,000
Certificate Rate.................................One Month LIBOR + 0.36%
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest...... Same as above for Class A Certificates
Scheduled Payment Date................................September 15, 2008
Series 1998-4 Termination Date... Same as above for Class A Certificates
Series Issuance Date............. Same as above for Class A Certificates
SERIES 1998-5
1. Class A Certificates
Initial Investor Interest...................................$650,000,000
Certificate Rate.................................One Month LIBOR + 0.16%
Controlled Accumulation Amount (subject to adjustment).......$54,166,667
Commencement of Controlled Accumulation Period
(subject to adjustment)................................August 31, 2002
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest..................................$69,643,524
Other Enhancement................. Subordination of Class B Certificates
Scheduled Payment Date................................September 15, 2003
Series 1998-5 Termination Date..........................January 15, 2006
Series Issuance Date..................................September 24, 1998
2. Class B Certificates
Initial Investor Interest....................................$54,166,000
Certificate Rate.................................One Month LIBOR + 0.36%
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest...... Same as above for Class A Certificates
Scheduled Payment Date..................................October 15, 2003
Series 1998-5 Termination Date... Same as above for Class A Certificates
Series Issuance Date............. Same as above for Class A Certificates
SERIES 1998-6
1. Class A Certificates
Initial Investor Interest...................................$650,000,000
Certificate Rate............................... One Month LIBOR + 0.26%
Controlled Accumulation Amount (subject to adjustment).......$54,166,667
Commencement of Controlled Accumulation Period
(subject to adjustment)..................................April 30, 2001
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest..................................$69,643,524
Other Enhancement..................Subordination of Class B Certificates
Scheduled Payment Date......................................May 15, 2002
Series 1998-6 Termination Date........................September 15, 2004
Series Issuance Date...................................November 24, 1998
2. Class B Certificates
Initial Investor Interest....................................$54,166,000
Certificate Rate................................ One Month LIBOR + 0.51%
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest.......Same as above for Class A Certificates
Scheduled Payment Date.....................................June 15, 2002
Series 1998-6 Termination Date....Same as above for Class A Certificates
Series Issuance Date..............Same as above for Class A Certificates
SERIES 1999-1
1. Class A Certificates
Initial Investor Interest...................................$750,000,000
Certificate Rate.................................One Month LIBOR + 0.16%
Controlled Accumulation Amount (subject to adjustment).......$62,500,000
Commencement of Controlled Accumulation Period
(subject to adjustment).................................April 30, 2001
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest..................................$80,357,143
Other Enhancement................. Subordination of Class B Certificates
Scheduled Payment Date......................................May 15, 2004
Series 1999-1 Termination Date........................September 15, 2006
Series Issuance Date.......................................March 4, 1999
2. Class B Certificates
Initial Investor Interest....................................$62,500,000
Certificate Rate.................................One Month LIBOR + 0.39%
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest.......Same as above for Class A Certificates
Scheduled Payment Date.....................................June 15, 2004
Series 1999-1 Termination Date....Same as above for Class A Certificates
Series Issuance Date..............Same as above for Class A Certificates
SERIES 1999-2
1. Class A Certificates
Initial Investor Interest...................................$500,000,000
Certificate Rate.................................One Month LIBOR + 0.14%
Controlled Accumulation Amount (subject to adjustment).......$41,666,667
Commencement of Controlled Accumulation Period
(subject to adjustment)...................................May 31, 2001
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest..................................$53,572,096
Other Enhancement................. Subordination of Class B Certificates
Scheduled Payment Date.....................................June 15, 2002
Series 1999-2 Termination Date....................... October 15, 2004
Series Issuance Date.......................................July 15, 1999
2. Class B Certificates
Initial Investor Interest....................................$41,666,000
Certificate Rate.................................One Month LIBOR + 0.36%
Annual Servicing Fee Percentage.....................................2.0%
Initial Collateral Interest.......Same as above for Class A Certificates
Scheduled Payment Date.....................................July 15, 2002
Series 1999-2 Termination Date....Same as above for Class A Certificates
Series Issuance Date..............Same as above for Class A Certificates
GLOSSARY OF TERMS FOR PROSPECTUS SUPPLEMENT
"ADJUSTED INVESTOR INTEREST" means, for any date of determination, an
amount equal to:
o the Investor Interest as of that date, minus
o the amount on deposit in the Principal Funding Account for
that date.
"AVAILABLE ACCUMULATION PERIOD RESERVE ACCOUNT AMOUNT" will equal the
lesser of
o the amount on deposit in the Accumulation Period Reserve
Account - after giving effect to the interest and earnings
retained in that account but before giving effect to any
deposit to be made to that account on a Transfer Date - and
o the Required Accumulation Period Reserve Account Amount for
such Transfer Date.
"AVAILABLE INVESTOR FINANCE CHARGE COLLECTIONS" means, with respect
to any Monthly Period, the sum of:
o the Floating Allocation Percentage of collections of Finance
Charge Receivables with respect to that Monthly Period
excluding collections of Finance Charge Receivables
attributable to Interchange which are allocable to Servicer
Interchange,
o investment earnings on amounts in the Principal Funding
Account, if any, with respect to the related Transfer Date, and
o amounts, if any, to be withdrawn from the Accumulation Period
Reserve Account which are required to be included in Available
Investor Finance Charge Collections under the
Series 1999-__ Supplement.
"AVAILABLE INVESTOR PRINCIPAL COLLECTIONS" means, with respect to any
Monthly Period, the sum of:
o the Fixed Allocation Percentage of Principal Collections
received during that Monthly Period and amounts applied to
cover the Investor Default Amount and Investor Charge-Offs and
previously unreimbursed Reallocated Principal Collections on
the related Transfer Date, plus
o any Shared Principal Collections with respect to other
series that are allocated to Series 1999-__, minus
o the amount of Reallocated Principal Collections used to
fund the interest payments on the Class A notes and Class B notes.
"BASE RATE" means, with respect to any Monthly Period, the annualized
percentage equivalent of a fraction:
o the numerator of which is the sum of
- the CLASS A INTEREST REQUIREMENT,
- the CLASS B INTEREST REQUIREMENT,
- the NET CLASS C INTEREST REQUIREMENT, and
- the INVESTOR SERVICING FEE with respect to that
Monthly Period, and
o the denominator of which is the Investor Interest as of the
close of business on the last day of such Monthly Period.
"CLASS A INTEREST REQUIREMENT" means, with respect to any Payment
Date, the sum of:
o the Class A Monthly Note Interest, and
o any unpaid Class A Note Interest Shortfall.
"CLASS A MONTHLY NOTE INTEREST" means the product of:
o the Class A Note Interest Rate for the related Note
Interest Period,
o a fraction,
- the numerator of which is the actual number of days
in such Note Interest Period and
- the denominator of which is 360, and
o the Class A Note Principal Balance on the related Record Date
or, with respect to the initial Payment Date, the Class A Note
Initial Principal Balance.
"CLASS A NOTEHOLDERS' PRINCIPAL DISTRIBUTION AMOUNT" means, with
respect to any Payment Date on and after the earlier to occur of:
o the Class A Scheduled Note Payment Date, and
o any Note Principal Due Date,
the Class A Note Principal Balance on that Payment Date.
"CLASS A NOTE INITIAL PRINCIPAL BALANCE" means $ .
"CLASS A NOTE INTEREST RATE" means a rate of ___% per annum above
LIBOR.
"CLASS A NOTE INTEREST SHORTFALL" means, with respect to any Payment
Date, the sum of
o the excess, if any, of
o the Class A Interest Requirement for the preceding Payment
Date, over
o the amount of interest paid on the Class A notes for the
preceding Payment Date, plus
- interest on the amount of overdue interest owed to
the Class A noteholders on the preceding Payment Date,
to the extent permitted by law, at the Class A Note
Interest Rate from and including the preceding Payment
Date to but excluding the current Payment Date.
"CLASS A NOTE PRINCIPAL BALANCE" means, as of any date:
o the Class A Note Initial Principal Balance, minus
o the aggregate amount of any principal allocations paid to
the Class A noteholders prior to that date.
"CLASS A SCHEDULED NOTE PAYMENT DATE" means the _____ Payment Date.
"CLASS B INTEREST REQUIREMENT" means, with respect to any Payment
Date, the sum of:
o the Class B Monthly Note Interest, and
o any unpaid Class B Note Interest Shortfall.
"CLASS B MONTHLY NOTE INTEREST" means the product of:
o the Class B Note Interest Rate for the related Note Interest
Period,
o a fraction,
- the numerator of which is the actual number of days
in such Note Interest Period, and
- the denominator of which is 360, and
o the Class B Note Principal Balance on the related Record Date
or, with respect to the initial Payment Date, the Class B Note
Initial Princpal Balance.
"CLASS B NOTEHOLDERS' PRINCIPAL DISTRIBUTION AMOUNT" means, with
respect to any Payment Date on and after the earlier to occur of:
o the Class B Scheduled Note Payment Date, and
o any Note Principal Due Date,
the Class B Note Principal Balance on that Payment Date.
"CLASS B NOTE INITIAL PRINCIPAL BALANCE" means $ .
"CLASS B NOTE INTEREST RATE" means a rate of ___% per annum above
LIBOR.
"CLASS B NOTE INTEREST SHORTFALL" means, with respect to any Payment
Date, the sum of
o the excess, if any, of
- the Class B Interest Requirement for the preceding Payment
Date, over
- the amount of interest paid on the Class B notes for the
preceding Payment Date, plus
o interest on the amount of overdue interest owed to
the Class B noteholders on the preceding Payment Date,
to the extent permitted by law, at the Class B Note
Interest Rate from and including the preceding Payment
Date to but excluding the current Payment Date.
"CLASS B NOTE PRINCIPAL BALANCE" means, as of any date:
o the Class B Note Initial Principal Balance, minus
o the aggregate amount of any principal allocations paid to
the Class B noteholders prior to that date.
"CLASS B SCHEDULED NOTE PAYMENT DATE" means the _____ Payment Date.
"CLASS C INTEREST REQUIREMENT" means, with respect to any Payment
Date, the sum of:
o the Class C Monthly Note Interest, and
o the amount of any Class C Note Interest Shortfall.
"CLASS C MONTHLY NOTE INTEREST" means the product of:
o the Class C Note Interest Rate for the related Note Interest
Period,
o a fraction,
- the numerator of which is the actual number of days
in such Note Interest Period and
- the denominator of which is 360, and
o the Class C Note Principal Balance on the related Record Date
or, with respect to the initial Payment Date, the Class C Note
Initial Principal Balance.
"CLASS C NOTEHOLDERS' PRINCIPAL DISTRIBUTION AMOUNT" means, with
respect to any Payment Date on and after the earlier to occur of:
o the Class C Scheduled Note Payment Date, and
o any Note Principal Due Date,
the Class C Note Principal Balance on that Payment Date.
"CLASS C NOTE INITIAL PRINCIPAL BALANCE" means $ .
"CLASS C NOTE INTEREST RATE" means a rate of ___% per annum above
LIBOR.
"CLASS C NOTE INTEREST SHORTFALL" means, with respect to any Payment
Date, the sum of
o the excess, if any, of:
- the Class C Interest Requirement for the preceding
Payment Date, over
- the amount of interest paid on the Class C notes for
the preceding Payment Date, plus
- interest on the amount of overdue interest owed to the
Class C noteholders on the preceding Payment Date, to the
extent permitted by law, at the Class C Note Interest
Rate from and including such preceding Payment Date to
but excluding the current Payment Date.
"CLASS C NOTE PRINCIPAL BALANCE" means, as of any date:
o the Class C Note Initial Principal Balance, minus
o the aggregate amount of any principal allocations paid to
the Class C noteholders prior to that date.
"CLASS C SCHEDULED NOTE PAYMENT DATE" means Payment Date.
"CMB" or "Servicer" means the Chase Manhattan Bank as servicer of the
Chase Credit Card Master Trust.
"CONTROLLED ACCUMULATION AMOUNT" means the amount scheduled to be
deposited in the Principal Funding Account on each Transfer Date during the
Controlled Accumulation Period which is initially scheduled to be $_____
but can become a larger amount if the Controlled Accumulation Period is
shorter than twelve months.
"DEFAULT AMOUNT" means the amount of Receivables in Defaulted
Accounts for any Monthly Period.
"DEPOSIT AND ADMINISTRATION AGREEMENT" means the agreement between
Chase Manhattan Bank USA, National Association, as Depositor and
Administrator and Chase Credit Card Owner Trust 1999-[ ], as issuer, under
which the Series Certificate will be deposited into the Owner Trust.
"DISTRIBUTION DATE" means the 15th day of each month - or, if that
day is not a business day, the next succeeding business day - on which
distributions of interest or principal are to be made to
certificateholders, including the owner trust as holder of the Series
Certificate.
"EVENTS OF DEFAULT" means, with respect to the notes, those events
described under "Description of the Securites--Description of the
Notes--Events of Default" in this supplement.
"EXCESS FINANCE CHARGE COLLECTIONS" means those finance charge
collections described under "Description of the Securities--Description of
the Series Certificate--Shared Excess Finance Charge Collections" in this
supplement.
"EXCESS SPREAD PERCENTAGE" means, with respect to any Monthly Period,
the amount, if any, by which the Portfolio Yield exceeds the Base Rate.
"FIXED ALLOCATION PERCENTAGE" means the Investor Percentage described
under "Description of the Securities--Description of the Series
Certificate--Allocation Percentages" in this supplement.
"FLOATING ALLOCATION PERCENTAGE" means the Investor Percentage
described under "Description of the Securities - Description of the Series
Certificate--Allocation Percentages" in this supplement.
"GROUP I" means the group of series under the master trust to which
the Series Certificate for your series belongs.
"INVESTOR INTEREST" means:
o the initial principal amount of the Series Certificate, minus
o the amount of principal previously paid to the owner trust
as certificateholder, minus
o the amount of unreimbursed Investor Charge-Offs and
Reallocated Principal Collections.
"INVESTOR PRINCIPAL FUNDING INVESTMENT PROCEEDS" means the investment
earnings on funds in the Principal Funding Account, net of investment
expenses and losses for a single Monthly Period.
"INVESTOR SERVICING FEE" means, as of any Transfer Date, an amount
equal to one-twelfth of the product of:
o 2.0%, and
o the Adjusted Investor Interest as of the last day of the
Monthly Period preceding that Transfer Date; provided, however,
with respect to the first Transfer Date, the Investor Servicing
Fee shall be equal to the product of
- 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 _________ Monthly Period and the
denominator of which is 360,
- 2.0%, and
- the Investor Interest on the Closing Date.
"LISTING AGENT" means Banque Generale du Luxembourg, S.A., 50 Avenue
J.F. Kennedy, L-2951, Luxembourg, phone number (352) 42421.
"MONTHLY PRINCIPAL REALLOCATION AMOUNT" means, with respect to any
Monthly Period, the sum of:
o the lower of
o the excess of the Class A Note Interest Requirement over the
Available Investor Finance Charge Collections allocated to
the Class A Note Interest Requirement and
o % the Initial Investor Interest minus the amount of
unreimbursed Investor Charge-Offs and unreimbursed
Reallocated Principal Collections;
o the lower of
o the excess of the Class B Note Interest Requirement over the
Available Investor Finance Charge Collections allocated to
the Class B Note Interest Requirement and
o % the Initial Investor Interest minus the amount of
unreimbursed Investor Charge-Offs and unreimbursed
Reallocated Principal Collections; and
o the lower of
o the excess of the Net Investor Servicing Fee over the
Available Investor Finance Charge Collections allocated
to the Net Investor Servicing Fee and
o % the Initial Investor Interest minus the amount of
unreimbursed Investor Charge-Offs and unreimbursed
Reallocated Principal Collections; and
"NET CLASS C INTEREST REQUIREMENT" means:
o the CLASS C INTEREST REQUIREMENt, minus
o the investment earnings on amounts in the OWNER TRUST
SPREAD ACCOUNT.
"NET INVESTOR SERVICING FEE" means the share of the Investor
Servicing Fee allocable to the owner trust as holder of the Series
Certificate with respect to any Transfer Date which is equal to one-twelfth
of the product of:
o 1.0%, and
o 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 Net
Investor Servicing Fee shall be equal to the product of:
o 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 _____ Monthly Period, and
o the denominator of which is 360,
o the Net Servicing Fee Rate, and
o the Investor Interest on the Closing Date.
"Net Servicing Fee Rate" means 1.0%.
"NOTE DISTRIBUTION ACCOUNT" means an account in which payments made
to the owner trust by the master trust with respect to the Series
Certificate are deposited and from which payments to the noteholders are
made.
"NOTE DOCUMENTS" means the Indenture, the Trust Agreement and the
Deposit and Administration Agreement.
"NOTE INTEREST PERIOD" means, with respect to any Payment Date, the
period from the previous Payment Date through the day preceding such
Payment Date, except that the initial Note Interest Period will be the
period from the Closing Date through the day preceding the initial Payment
Date.
"NOTE MATURITY DATE" means __________, 20xx, the final Payment Date
on which payments may be made to the noteholders of your series.
"NOTE PRINCIPAL DUE DATE" means any of:
(a) the date on which the master trust is terminated,
(b) the date on which the Investor Interest is paid in full,
(c) the Note Maturity Date,
(d) the Payment Date on which the Transferor exercises its option to
repurchase the Series Certificates and
(e) the Payment Date in the month following the Monthly Period in
which a Pay Out Event (including an Event of Default) occurs.
"NOTE RATE" means the interest rate per annum for a class of notes
set forth under "Summary of Terms" in this supplement.
"OWNER TRUST SPREAD ACCOUNT" means the spread account maintained by
the owner trust for the benefit of the Class C notes.
"OWNER TRUSTEE" means _____________, as Owner Trustee of the
owner trust.
"PAYMENT DATE" means the 15th day of each month - or, if that day is
not a business day, the next succeeding business day -- on which
distributions of interest or principal are to be made to noteholders.
"PAY OUT EVENT" means, for the Series Certificate of your series, any
of the events described under "Description of the Securities--Description
of the Series Certificate--Pay Out Events" in this supplement.
"PORTFOLIO YIELD" means the annualized percentage equivalent of a
fraction:
o the numerator of which is the sum of
- collections of Finance Charge Receivables,
- Principal Funding Investment Proceeds, and
- amounts withdrawn from the Accumulation Period Reserve
Account, and
deposited into the Finance Charge Account for such Monthly Period,
calculated on a cash basis after subtracting the Investor Default Amount
for such Monthly Period, and
o the denominator of which is the Investor Interest as of
the close of business on the last day of such Monthly Period.
"PRINCIPAL FUNDING INVESTMENT SHORTFALL" means, as of any Transfer
Date during the Controlled Accumulation Period, a deficiency that occurs
when the Principal Funding Investment Proceeds for that Transfer Date are
less than the product of:
o a fraction,
- the numerator of which is the actual number of days
in the related Note Interest Period; and
- the denominator of which is 360, times
o the
- Class A Note Interest Rate,
times
o the balance in the Principal Funding Account as of the
Record Date preceeding that Transfer Date.
"QUARTERLY EXCESS SPREAD PERCENTAGE" means, with respect to any
Monthly Period, the average of the current Excess Spread Percentage and the
Excess Spread Percentages for the two immediately preceding Monthly
Periods.
"RAPID AMORTIZATION PERIOD" means, for the Series Certificate, a
period:
o beginning on the day a Pay Out Event occurs or such other
date as may be specified in this supplement, and
o ending on the earlier of:
- the date on which the Investor Interest of the Series
Certificate has been paid in full or
- the Series Termination Date; and
during which the portion of collections of Principal Receivables allocable
to the Series Certificate of your series will be paid on each Distribution
Date to the owner trust as the holder of the Series Certificate.
"REALLOCATED PRINCIPAL COLLECTIONS" means with respect to any
Transfer Date, Investor Principal Collections used to pay interest on the
Class A notes and the Class B notes or used to pay the Net Investor
Servicing Fee, in an amount equal to the lesser of:
o the Monthly Principal Reallocation Amount for the related Monthly
Period and
o the Investor Interest after giving effect to any Investor
Charge-Offs for that Transfer Date.
"RECORD DATE" means the last business day of the calendar month
before the Payment Date, as of which a noteholder must be the registered
holder of a note to receive a payment on the following Payment Date.
"REQUIRED ACCUMULATION PERIOD RESERVE ACCOUNT AMOUNT" means, with
respect to any Transfer Date on or after which principal is deposited into
the Accumulation Period Reserve Account, an amount equal to:
o the product of
- ___%,
- the initial Investor Interest, and
- 0.5%, or
o any other amount designated by the Transferor; provided,
that if the designation is of a lesser amount, the Transferor
- provides to the Servicer and the master trust trustee
evidence that the Rating Agency Condition has been
satisfied, and
- delivers to the master trust 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-[ ].
"REQUIRED OWNER TRUST SPREAD ACCOUNT AMOUNT" means the minimum amount
required to be held in the Owner Trust Spread Account for the benefit of
the Class C noteholders, equal to $___ unless the Quarterly Excess Spread
Percentage:
o is less than 4.50% per annum but greater than or equal to 3.50%
per annum, in which case the Required Owner Trust Spread
Account Amount will be increased to an amount equal to % of the
Note Initial Principal Balance;
o is less than 3.50% per annum but greater than or equal to 2.50%
per annum, in which case the Required Owner Trust Spread
Account Amount will be increased to an amount equal to % of the
Note Initial Principal Balance;
o is less than 2.50% per annum but greater than or equal to 1.50%
per annum, in which case the Required Owner Trust Spread
Account Amount will be increased to an amount equal to % of the
Note Initial Principal Balance; and
o is less than 1.50% per annum, in which case the Required Owner
Trust Spread Account Amount will be increased to an amount
equal to % of the Note Initial Principal Balance.
"RESERVE ACCOUNT FUNDING DATE" means the Transfer Date with respect
to the Monthly Period which commences no later than three months prior to
the commencement of the Controlled Accumulation Period, or an earlier date
determined by the Servicer.
"SCHEDULED NOTE PAYMENT DATE" means:
o for Class A, , 20xx;
o for Class B, , 20xx; and
o for Class C, , 20xx.
"SCHEDULED PRINCIPAL ALLOCATION COMMENCEMENT DATE" means the [ ]
Distribution Date.
"SERIES 1999- SUPPLEMENT" means the supplement to the Pooling and
Servicing Agreement through which the Series Certificate is issued.
"SERVICER INTERCHANGE" means, for any Monthly Period, an amount equal
to:
o Finance Charge Receivables allocated to the Investor
Interest with respect to that Monthly Period which are
attributable to Interchange;
o but not in excess of one-twelfth of the product of:
- the Adjusted Investor Interest, as of the last day of
such Monthly Period; and
- 1.0%.
"SHARED PRINCIPAL COLLECTIONS" means those principal collections
described under "Description of the Securities--Description of the Series
Certificate--Shared Principal Collections" in this supplement.
"TRUST AGREEMENT" means the agreement under which the owner trust
will be established to be entered into by Chase USA, as the Depositor, and
____ as the Owner Trustee.
Part II
Item 14. Other Expenses of Issuance and Distribution
The following is an itemized list of the estimated expenses to be
incurred in connection with the offering of the securities being offered
hereunder other than underwriting discounts and commissions.
Registration Fee.................................. $278
Printing and Engraving ........................... *
Trustee's Fees ................................... *
Legal Fees and Expenses .......................... *
Blue Sky Fees and Expenses ....................... *
Accountants' Fees and Expenses ................... *
Rating Agency Fees ............................... *
Miscellaneous Fees ...............................
---------
Total........................................$ *
===========
- ---------
*to be provided by amendment.
Item 15. Indemnification of Directors and Officers
Article IX of the By-laws of Chase Manhattan Bank USA, National
Association ("Chase USA") provide that any person who was or is made a
party or is threatened to be made a party to or is otherwise involved in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), by reason of the fact that he or she is or
was a director or officer of Chase USA or is or was serving at the request
of Chase USA as a director, officer, employee or agent or another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (an
"indemnitee"), whether the basis for such proceeding is alleged action in
an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent,
shall be indemnified and held harmless by Chase USA to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to
the extent that such amendment permits Chase USA to provide broader
indemnification rights than permitted prior thereto), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably
incurred or suffered by such indemnitee in connection therewith and such
indemnification shall continue as to an indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators; provided, however, that,
except as provided in the second following paragraph with respect to
proceedings to enforce rights to indemnification, Chase USA shall indemnify
any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the board of directors of Chase USA.
The right to indemnification described in the immediately preceding
paragraph shall include the right to be paid by Chase USA the expenses
incurred in defending any proceeding for which such right to
indemnification is applicable in advance of its final disposition
(hereafter an "advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires an advancement of expenses
incurred by an indemnitee in his or her capacity as a director or officer
(and not in any other capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to Chase USA of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to
repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal
(hereinafter a "final adjudication") that such indemnitee is not entitled
to be indemnified for such expenses under such Article IX or otherwise.
The rights to indemnification and to the advancement of expenses
described in the two preceding paragraphs are contract rights. If a claim
under either of such paragraphs is not paid in full by Chase USA within
sixty days after a written claim has been received by Chase USA except in
the case of a claim for an advancement of expenses, in which case the
applicable period shall be twenty days, the indemnitee may at any time
thereafter bring suit against Chase USA to recover the unpaid amount of the
claim. If successful in whole or in part in any such suit, or in a suit
brought by Chase USA to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also
the expense of prosecuting or defending such suit. In any suit brought b
the indemnitee to enforce a right to indemnification under such Article IX
(but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and in any suit by
Chase USA to recover an advancement of expenses pursuant to the terms of an
undertaking, Chase USA shall be entitled to recover such expense upon a
final adjudication that, the indemnitee has not met any applicable standard
for indemnification set forth in the Delaware General Corporation Law.
Neither the failure of Chase USA (including its board of directors,
independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification
of the indemnitee is proper in the circumstances because the indemnitee has
met the applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by Chase USA (including its
board of directors, independent legal counsel, or its stockholders) that
the indemnitee has not met such applicable standard of conduct shall create
a presumption that the indemnitee has not met such applicable standard of
conduct or, in the case of such a suit brought by the indemnitee, be a
defense to such suit. In any suit brought by the indemnitee to enforce a
right to indemnification or to an advancement of expenses under such
Article IX, or by Chase USA to recover an advancement of expenses pursuant
to the terms of an undertaking, the burden of proving that the indemnitee
is not entitled to be indemnified, or to such advancement of expenses,
under such Article IX or otherwise shall be on Chase USA.
Article IX of Chase USA's By-Laws also provides that the foregoing
right of indemnification or reimbursement shall not be exclusive of other
rights to which any person may be entitled under any statute, Articles of
Association, by-law, agreement, or vote of stockholders of disinterested
stockholders or otherwise. Section 145 of the Delaware General Corporation
Law provides that a Delaware corporation must indemnify a director or
officer who has defended successfully, on the merits or otherwise, any
proceeding against him or any claim, matter or issue therein, for
reasonable expenses actually incurred in such defense.
There are directors and officers liability insurance policies
presently outstanding which insure directors and officers of Chase USA,
Chase USA's parent and certain of its subsidiaries. The policies cover
losses for which Chase USA, Chase USA's parent or any of those subsidiaries
shall be required or permitted by law to indemnify directors and officers
and which result from claims made against such directors or officers based
upon the commission of wrongful acts in the performance of their duties.
The policies also cover losses which the directors or officers must pay as
the result of claims brought against them based upon the commission of
wrongful acts in the performance of their duties and for which they are not
indemnified by Chase USA, Chase USA's parent or any of those subsidiaries.
The losses covered by the policies are subject to certain exclusions and do
not include fines or penalties imposed by law or other matters deemed
uninsurable under the law. The policies contain self-insured retention
provisions.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
1.1--Form of Underwriting Agreement for Certificates
(incorporated by reference to Exhibit 1.1 to the
Registration Statement on Form S-3 of Chemical Bank (No.
33- 94190)).
1.2--Form of Underwriting Agreement for Notes.
4.1--Amended and Restated Pooling and Servicing Agreement,
dated as of June 1, 1996, among the Chase USA, The Chase
Manhattan Bank and The Bank of New York (incorporated by
reference to Exhibit 4.2 to the Registration Statement
on Form S-3 of the Registrant (No. 333-04607)).
4.2--Form of Series of Supplement for Certificates.
4.3--Form of Series of Supplement for Notes.
4.4--Form of Trust Agreement of Chase Credit Card Owner Trust
1999-___ between the Chase USA and the Owner Trustee.
4.5--Form of Deposit and Administration Agreement among Chase USA
and Chase Credit Card Owner Trust 1999-___.
4.6--Form of Indenture between Chase Credit Card Owner Trust
1999 and the Indenture Trustee.
4.7--Form of Note (contained in Exhibit 4.6)
5.1--Opinion of Simpson Thacher & Bartlett.
8.1--Opinion of Simpson Thacher & Bartlett with respect to
certain tax matters(included in opinion to be filed
as Exhibit 5.1).
23.1--Consent of Simpson Thacher & Bartlett (included in
opinion to be filed as Exhibit 5.1).
24.1--Powers of Attorney.*
25.1--Form T-1 of Indenture Trustee
- ------------------------
* previously filed
(b) Financial Statements
All financial statements, schedules and historical financial
information have been omitted as they are not applicable.
Item 17. Undertakings
The undersigned Registrants hereby undertake as follows:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement: (i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 (the "Act"); notwithstanding the
foregoing, any increase or decrease in the volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement; (ii) to reflect in the prospectus any facts
or events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement; provided, however, that (a)(i) and (a)(ii) will not apply
if the information required to be included in a post-effective
amendment thereby is contained in periodic reports filed pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.
(b) That, for the purpose of determining any liability under
the Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold
at the termination of the offering.
(d) That, for purposes of determining any liability under the
Act, each filing of the Master Trust's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(e) That insofar as indemnification for liabilities arising
under the Act may be permitted to directors, officers and controlling
persons of the Registrants pursuant to the provisions described under
Item 15 above, or otherwise, the Registrant have been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrants of expenses incurred or paid by a director, officer
or controlling person of the Registrants in the successful defense of
any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being
registered, the Registrants will, unless in the opinion of counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
(f) That, for purposes of determining any liability under the
Act, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrants pursuant
to Rule 424(b)(1) or (4) under the Act shall be deemed to be part of
this Registrant Statement as of the time it was declared effective.
(g) That, for the purpose of determining any liability under
the Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
Signatures
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrants certify that they have reasonable ground to
believe that they meet all the requirements for filing on Form S-3 and have
duly caused this Amendment No. 2 to the Registration Statement to be signed
on their behalf by the undersigned, thereunto duly authorized, in the City
of Wilmington, State of Delaware, on August 25, 1999
CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION
as originator of the Trust
By: /s/ Keith Schuck
--------------------------------
Keith Schuck
Controller
CHASE CREDIT CARD MASTER TRUST
(Co-Registrant)
By: The Chase Manhattan Bank,
in its capacity as Servicer
By: /s/ Patricia Margey
--------------------------------
Patricia Margey
Vice President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment No. 2 to the Registration Statement has been signed
on August 25, 1999 by the following persons in the capacities indicated.
Signatures Title
---------- -----
*
_________________________________ Chairman of the Board and Director
Donald L. Boudreau
*
_________________________________ President (Chief Executive Officer)
and
Michael Barrett Director
_________________________________ Director
Luke S. Hayden
*
_________________________________ Director
William H. Hoefling
_________________________________ Director
Kevin T. Hurley
*
_________________________________ Director
Thomas Jacob
*
_________________________________ Director
John M. Nuzum
*
_________________________________ Director
Peter Schleif
_________________________________ Director
Michael Urkowitz
/s/ Keith Schuck
_________________________________ Vice President and Controller (Chief
Keith Schuck Financial Officer and Principal
Accounting Officer)
- ------------------------
* The undersigned, by signing his name hereto, does hereby sign this
Registration Statement on behalf of each of the above-indicated
directors and officers of The Chase Manhattan Bank USA, National
Association pursuant to powers of attorney signed by such directors
and officers.
/s/ Keith Schuck
_____________________________________
Keith Schuck
Attorney-in-Fact
CHASE CREDIT CARD OWNER TRUST 1999-__
UNDERWRITING AGREEMENT
(Standard Terms)
[ ], 1999
Chase Securities Inc.
As Underwriter and as
Representative of the
several Underwriters
named in the
Terms Agreement
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
Chase Manhattan Bank USA, National Association (the "Bank"),
proposes to form the Chase Credit Card Owner Trust 1999-__(the "Owner
Trust") to sell the Asset Backed Notes designated in the applicable Terms
Agreement (as hereinafter defined)(the "Notes"). The Notes will be issued
pursuant to an Indenture (the "Indenture") described in the applicable
Terms Agreement between the Owner Trust and the Indenture Trustee
identified in the applicable Terms Agreement (the "Indenture Trustee"). The
Notes designated in the applicable Terms Agreement will be sold in a public
offering through the underwriters listed on Schedule I to the applicable
Terms Agreement (the "Underwriters"). Notes of any Series sold to the
Underwriters shall be sold pursuant to a Terms Agreement by and between the
Bank and the Underwriters, a form of which is attached hereto as Exhibit A
(a "Terms Agreement"), which incorporates by reference this Underwriting
Agreement (the "Agreement," which may include the applicable Terms
Agreement if the context so requires). Notes 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 Noteholders of such Series. The term "Applicable Terms
Agreement" means the Terms Agreement dated the date hereof.
Each Note will represent an obligation of the Owner
Trust. The assets of the Owner Trust will include the Series
Certificate which will be issued by the Chase Credit Card Master Trust (the
"Master Trust") concurrently with the issuance of the Notes, the Owner
Trust Spread Account and the Note Distribution Account. Each Series
Certificate will represent a specified percentage undivided interest in the
Master Trust. The Series Certificate will be issued in the aggregate
principal amount specified in the Terms Agreement pursuant to an amended
and restated pooling and servicing agreement, dated as of ____,1999 (as
amended and supplemented as of the date hereof, the "Master Pooling and
Servicing Agreement") by and between the Bank, as transferor and Servicer,
and The Bank of New York, as trustee (the "Master Trust Trustee"), as
supplemented by the Series Supplement specified in the Terms Agreement (the
"Supplement" and together with the Master Pooling and Servicing Agreement,
the "Pooling and Servicing Agreement"), by and between the Bank and the
Master Trust Trustee. The Series Certificate will be deposited into the
Owner Trust by the Bank, as Depositor, pursuant to a deposit and
administration agreement between the Bank and the Owner Trust (the "Deposit
and Administration Agreement" )on or before the Closing Date. The assets of
the Master Trust include, among other things, certain amounts due on a
portfolio of MasterCard(R) and VISA(R) revolving credit card accounts of
the Bank (the "Receivables"). To the extent not defined herein, capitalized
terms used herein have the meanings assigned to such terms in the
Indenture. Unless otherwise stated herein or in the applicable Terms
Agreement, as the context otherwise requires or if such term is otherwise
defined in the Indenture, each capitalized term used or defined herein or
in the applicable Terms Agreement shall relate only to the Notes designated
in the applicable Terms Agreement and no other Notes issued by the Trust.
Section 1. Representations and Warranties of the Bank. Upon the
execution of the applicable Terms Agreement, the Bank represents and
warrants to the Underwriters that:
(a) The Bank has prepared and filed with the Securities and
Exchange Commission (the "Commission") in accordance with the
provisions of the Securities Act of 1933, as amended, and the rules
and regulations of the Commission 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 Series Certificate and the Notes. Such
registration statement, as amended at the time it was declared
effective by the Commission, including all material incorporated by
reference therein, including all information contained in any
Additional Registration Statement (as defined herein) and deemed to
be part of such registration statement as of the time such Additional
Registration Statement (if any) was declared effective by the
Commission pursuant to the General Instructions of the Form on which
it was filed and including all information (if any) deemed to be a
part of such registration statement as of the time it was declared
effective by the Commission pursuant to Rule 430A(b) ("Rule 430A(b)")
under the Act (such registration statement, the "Initial Registration
Statement") has been declared effective by the Commission. If any
post-effective amendment has been filed with respect to the Initial
Registration Statement, prior to the execution and delivery of the
applicable Terms Agreement, the most recent such amendment has been
declared effective by the Commission. If (i) an additional
registration statement, including the contents of the Initial
Registration Statement incorporated by reference therein and
including all information (if any) deemed to be a part of such
additional registration statement pursuant to Rule 430A(b)(the
"Additional Registration Statement") relating to the Series
Certificate and the Notes 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 Series
Certificate and the Notes 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 Series Certificate and the Notes will have been
duly registered under the Act pursuant to the Initial Registration
Statement and such Additional Registration Statement. If the Bank
does not propose to amend the Initial Registration Statement or, if
an Additional Registration Statement has been filed and the Bank does
not propose to amend it and if any post-effective amendment to
either such registration statement has been filed with the Commission
prior to the execution and delivery of the applicable Terms
Agreement, the most recent amendment (if any) to each such
registration statement has been declared effective by the Commission
or has become effective upon filing pursuant to Rule 462(c) under the
Act or, in the case of any Additional Registration Statement, Rule
462(b). The Initial Registration Statement and any Additional
Registration Statement are hereinafter referred to collectively as
the "Registration Statements" and individually as a "Registration
Statement." Copies of the Registration Statements, together with any
post-effective amendments have been furnished to the Underwriters.
The Bank proposes to file with the Commission pursuant to Rule 424
("Rule 424") under the Act a supplement (the "Prospectus Supplement")
to the form of prospectus included in a Registration Statement (such
prospectus, in the form it appears in a Registration Statement or in
the form most recently revised and filed with the Commission pursuant
to Rule 424 is hereinafter referred to as the "Basic Prospectus")
relating to the Series Certificate and the Notes and the plan of
distribution thereof. The Basic Prospectus and the Prospectus
Supplement, together with any amendment thereof or supplement
thereto, is hereinafter referred to as the "Final Prospectus." Except
to the extent that the Underwriters shall agree in writing to a
modification, the Final Prospectus shall be in all substantial
respects in the form furnished to the Underwriters prior to the
execution of the relevant Terms Agreement, or to the extent not
completed at such time, shall contain only such material changes as
the Bank has advised the Underwriters, prior to such time, will be
included therein. Any preliminary form of the Prospectus Supplement
which has heretofore been filed pursuant to Rule 424 is hereinafter
called a "Preliminary Final Prospectus;"
(b) The Initial Registration Statement, including such
amendments thereto as may have been required on the date of the
applicable Terms Agreement, and the Additional Registration Statement
(if any), relating to the Series Certificate or Notes, 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
the Trust Indenture Act of 1939 and the Rules and Regulations
thereunder, and do not and will not, as of the applicable effective
date as to the Initial Registration Statement and any amendment
thereto, as of the applicable filing date as to the Final Prospectus
and any supplement thereto, and as of the Closing Date, contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading, and the Additional Registration Statement (if
any) and the Initial Registration Statement conform, in all material
respects to the requirements of the Act, and do not and will not, as
of the applicable effective date as to the Additional Registration
Statement, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however, that
this representation and warranty shall apply only during the period
that a prospectus relating to the Notes or the Series Certificate is
required to be delivered under the Act by dealers in connection with
the initial public offering of such Series Certificate or Notes
(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 Underwriters
specifically for use in connection with the preparation of a
Registration Statement and the Final Prospectus;
(d) As of the Closing Date, the representations and warranties
of the Bank, as Transferor, in the Pooling and Servicing Agreement
and the Supplement and as Depositor in the Deposit and Administration
Agreement will be true and correct;
(e) The Bank has been duly organized and is validly existing as
a national bank in good standing under the laws of the United States,
with power and authority to own its properties and conduct its
business as described in the Final Prospectus, and has been duly
qualified as a foreign corporation for the transaction of business
and is in good standing under the laws of each other jurisdiction in
which it owns or leases properties, or conducts any business, so as
to require such qualification, other than where the failure to be so
qualified or in good standing would not have a material adverse
effect on the condition (financial or otherwise), results of
operations, business or prospects of the Bank and its subsidiaries,
taken as a whole;
(f) The Series Certificate has been duly authorized, and, when
issued and delivered pursuant to the Pooling and Servicing Agreement
duly authenticated by the Master Trust Trustee and deposited into the
Owner Trust in exchange for the Notes, will be
duly and validly executed, issued and delivered and entitled to the
benefits provided by the Pooling and Servicing Agreement and the
Supplement; the Notes have been duly authorized, and, when executed, duly
authenticated by the Indenture Trustee and delivered pursuant to the
Indenture, and paid for by the Underwriters in accordance with
the terms of the Indenture and the applicable Terms Agreement,
the Notes will be duly and validly executed, issued and delivered and
will constitute legal, valid and binding obligations of the Owner Trust,
enforceable against the Owner Trust in accordance with their terms,
except to the extent that the enforceability thereof may be subject to
bankruptcy, insolvency, reorganization, conservatorship, moratorium or
other similar laws now or hereafter in effect relating to creditors'
rights as such laws would apply in the event of the insolvency,
liquidation or reorganization or other similar occurrence with respect to
the Owner Trust or in the event of any moratorium or similar occurrence
affecting the Owner Trust and to general principles of equity; and the
Series Certificate, the Pooling and Servicing Agreement, the Supplement,
the Notes and the Indenture conform to the descriptions thereof in the
Final Prospectus in all material respects;
(g) When executed and delivered by the parties thereto, the Owner
Trust Agreement will constitute a legal, valid and binding obligation of
the Bank, enforceable against the Bank in accordance with its terms,
except to the extent that the enforceability thereof may be subject to
bankruptcy, insolvency, reorganization, conservatorship, moratorium or
other similar laws now or hereafter in effect relating to creditors'
rights as such laws would apply in the event of the insolvency,
liquidation or reorganizatin or other similar occurrence with respect
to the Bank or in the event of any moratorium or similar occurrence
affecting the Bank and to general principles of equity;
(h) 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
Deposit and Administration Agreement, the Pooling and Servicing
Agreement or the Supplement except such as have been obtained and
made under the Act, such as may be required under state securities
laws and the filing of any financing statements required to perfect
the Trust's interest in the Receivables;
(i) 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 Deposit and
Administration Agreement, and the issuance and deposit of the Series
Certificate and issuance and sale of the Notes 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
Bylaws 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 and in the
Indenture and the Deposit and Administration Agreement;
(j) 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 Series Certificate or the Notes; 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
(k) Each of this Agreement and the applicable Terms Agreement
have been duly authorized, executed and delivered by the Bank.
Section 2. Purchase and Sale. Subject to the terms and
conditions and in reliance upon the covenants, representations and
warranties herein set forth, the Bank agrees to sell to the Underwriters,
and the Underwriters agree to purchase from the Bank, the principal amount
of Notes set forth opposite each Underwriter's name in Schedule I to the
applicable Terms Agreement. The purchase price for the Notes shall be as
set forth in the applicable Terms Agreement.
The Bank acknowledges and agrees that Chase Securities Inc. may
sell Notes to any of its affiliates, and that any such affiliates may sell
such Notes to Chase Securities Inc.
Section 3. Delivery and Payment. Unless otherwise provided in
the applicable Terms Agreement, payment for Notes shall be made to the Bank
or to its order by wire transfer of same day funds at the offices of
Simpson Thacher & Bartlett in New York, New York at 10:00 A.M., New York
City time, on the Closing Date (as hereinafter defined) specified in the
Terms Agreement, or at such other time on the same or such other date as
the Underwriters and the Bank may agree upon. The time and date of such
payment for the Notes 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 Notes shall be made against delivery to the Underwriters of
the Notes registered in the name of Cede & Co. as nominee of The Depository
Trust Company and in such denominations as the Underwriters shall request
in writing not later than two full Business Days prior to the Closing Date.
The Bank shall make the Notes available for inspection by the Underwriters
in New York, New York not later than one full Business Day prior to the
Closing Date.
Section 4. Offering by Underwriters. It is understood that the
Underwriters propose to offer the Notes for sale to the public, which may
include selected dealers, as set forth in the Final Prospectus.
Section 5. Covenants of the Bank. The Bank covenants and agrees
with the Underwriters that upon the execution of the applicable Terms
Agreement:
(a) Promptly following the execution of such applicable Terms
Agreement, the Bank will prepare a Prospectus Supplement relating to
the issuance of the Series Certificate and the Notes, setting forth
the amount of Notes covered thereby and the terms thereof not
otherwise specified in the Basic Prospectus, the price at which such
Notes are to be purchased by the Underwriters, the initial public
offering price, the selling concessions and allowances, and such
other information as the Bank deems appropriate. The Bank will file
such Prospectus Supplement with the Commission pursuant to Rule 424
within the time prescribed therein and will provide evidence
satisfactory to the Underwriters of such timely filing. In addition,
to the extent that the Underwriters (i) have provided to the Bank
Collateral Term Sheets (as defined below) that the Underwriters have
provided to prospective investors, the Bank will file such Collateral
Term Sheets as an exhibit to a report on Form 8-K within two business
days of its receipt thereof, or (ii) have provided to the Bank
Structural Term Sheets or Computational Materials (each as defined
below) that such Underwriters have provided to a prospective
investor, the Bank will file or cause to be filed with the Commission
a report on Form 8-K containing such Structural Term Sheet and
Computational Materials, as soon as reasonably practicable after the
date of this Agreement, but in any event, not later than the date on
which the Final Prospectus is filed with the Commission pursuant to
Rule 424.
(b) During the prospectus delivery period, before filing any
amendment or supplement to the Initial Registration Statement, the
Additional Registration Statement (if any) or the Final Prospectus,
the Bank will furnish to the Underwriters copies of the proposed
amendment or supplement for review and will not file any such
proposed amendment or supplement to which any Underwriter reasonably
objects.
(c) During the prospectus delivery period, the Bank will advise
the Underwriters promptly after it receives notice thereof, (i) when
any amendment to any Registration Statement shall have become
effective, (ii) of any request by the Commission for any amendment or
supplement to any Registration Statement or the Final Prospectus or
for any additional information, (iii) of the issuance by the
Commission of any stop order suspending the effectiveness of any
Registration Statement or the initiation or threatening of any
proceeding for that purpose, and (iv) of the receipt by the Bank of
any notification with respect to any suspension of the qualification
of the Notes for offer and sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose; and will use its
best efforts to prevent the issuance of any such stop order or
notification and, if any is issued, will promptly use its best
efforts to obtain the withdrawal thereof.
(d) If, at any time during the prospectus delivery period, any
event occurs as a result of which the Final Prospectus as then
supplemented would include any untrue statement of a material fact or
omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were
made, not misleading, or if it shall be necessary to amend or
supplement the Final Prospectus to comply with the Act, the Bank
promptly will prepare and file with the Commission, an amendment or a
supplement which will correct such statement or omission or effect
such compliance.
(e) The Bank will endeavor to qualify the Notes for offer and
sale under the securities or Blue Sky laws of such jurisdictions as
the Underwriters shall reasonably request and will continue such
qualification in effect so long as reasonably required for
distribution of the Notes; provided, however, that the Bank shall not
be obligated to qualify to do business in any jurisdiction in which
it is not currently so qualified; and provided, further, that the
Bank shall not be required to file a general consent to service of
process in any jurisdiction.
(f) The Bank will furnish to each Underwriter, without charge,
two copies of each Registration Statement (including exhibits
thereto), one of which will be signed, and to each Underwriter
conformed copies of each Registration Statement (without exhibits
thereto) and, during the prospectus delivery period, as many copies
of any Preliminary Final Prospectus and the Final Prospectus and any
supplement thereto as each Underwriter may reasonably request.
(g) For a period from the date of this Agreement until the
retirement of the Notes, or until such time as the Underwriters shall
cease to maintain a secondary market in the Notes, whichever first
occurs, the Bank will deliver to each Underwriter (i) the annual
statements of compliance pursuant to the Indenture and the Pooling
and Servicing Agreement, (ii) the annual independent certified public
accountants' reports furnished to the Master Trust Trustee, (iii) all
documents required to be distributed to Certificateholders of the
Master Trust and to Noteholders of the Owner 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 Indenture Trustee, Master Trust Trustee or filed with the
Commission, as soon as such statements and reports are furnished to
the Indenture Trustee, Master Trust 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 Indenture, the Deposit and
Administration Agreement, the Supplement, the Series Certificate, and
the Notes, (ii) the cost of delivering the Notes to the Underwriters,
(iii) any fees charged by investment rating agencies for the rating
of the Series Certificate and the Notes, (iv) the Indenture Trustee's
and the Owner Trustee's fees and the reasonable fees and
disbursements of the counsel thereto; and (v) 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 Notes for sale in those states designated by the Underwriters and
the printing of memoranda relating thereto (it being understood that,
except as specified in this paragraph (h) and in Sections 8 and 9
hereof, the Underwriters will pay all of their costs and expenses,
including the fees of counsel to the Underwriters, transfer taxes on
resale of any Notes 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 Series Certificate or the Notes by the rating agency
or agencies that initially rate the Series Certificate or the Notes
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 Noteholders and to the Underwriters as soon as practicable an
earnings statement covering a period of at least twelve months
beginning with the first fiscal quarter of the Trust occurring after
the effective date of the Initial Registration Statement (or, if
later, the effective date of the Additional Registration Statement),
which shall satisfy the provisions of Section 11(a) of the Act and
Rule 158 of the Commission promulgated thereunder.
(k) During the period beginning on the date hereof and
continuing to and including the Business Day following the Closing
Date, the Bank will not offer, sell, contract to sell or otherwise
dispose of any credit card asset-backed securities of the Bank which
are substantially similar to the Notes without the prior written
consent of each Underwriter or unless such securities are referenced
in the Terms Agreement.
Section 6. Representations and Warranties of the Underwriters.
Each Underwriter represents, warrants, covenants and agrees with the Bank
that:
(a) It either (A) has not provided any potential investor with
a Collateral Term Sheet (that is required to be filed with the
Commission within two business days of first use under the Terms of
the Public Securities Association Letter as described below), or (B)
has, substantially contemporaneously with its first delivery of such
Collateral Term Sheet to a potential investor, delivered such
Collateral Term Sheet to the Bank, which Collateral Term Sheet, if
any, is attached to this Agreement as Exhibit B.
(b) It either (A) has not provided any potential investor with
a Structural Term Sheet or Computational Materials, or (B) has
provided any such Structural Term Sheet or Computational Materials to
the Bank, which Structural Term Sheets and Computational Materials,
if any, are attached to this Agreement as Exhibit C.
(c) It either (A) has not provided any potential investor with
a Series Term Sheet or (B) has provided any Series Term Sheet to the
Bank, which Series Term Sheets, if any, are attached to this
Agreement as Exhibit D.
(d) Each Collateral Term Sheet bears a legend indicating that
the information contained therein will be superseded by the
description of the collateral contained in the Prospectus Supplement
and, except in the case of the initial Collateral Term Sheet, that
such information supersedes the information in all prior Collateral
Term Sheets.
(e) Each Structural Term Sheet and Series Term Sheet and all
Computational Materials bear a legend substantially as follows (or in
such other form as may be agreed prior to the date of this
Agreement):
This information does not constitute either an offer to sell or
a solicitation of an offer to buy any of the securities
referred to herein. Information contained herein is
confidential and provided for information only, does not
purport to be complete and should not be relied upon in
connection with any decision to purchase the securities. This
information supersedes any prior versions hereof and will be
deemed to be superseded by any subsequent versions including,
with respect to any description of the securities or the
underlying assets, the information contained in the final
Prospectus and accompanying Prospectus Supplement. Offers to
sell and solicitations of offers to buy the securities are made
only by the final Prospectus and the related Prospectus
Supplement.
(f) It (at its own expense) agrees to provide to the Bank any
accountants' letters obtained relating to the Collateral Term Sheets,
Structural Term Sheets and Computational Materials, which
accountants' letters shall be
addressed to the Bank.
(g) It has not, and will not, without the prior written consent
of the Bank, provide any Collateral Term Sheets, Structural Term
Sheets, Series Term Sheets or Computational Materials to any investor
after the date of this Agreement.
(h) [It has only issued or passed on and shall only issue or
pass on in the United Kingdom any document received by it in
connection with the issue of the Notes 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 Notes in, from or otherwise
involving the United Kingdom and if that Underwriter is an authorized
person under the Financial Services Act 1986, it has only promoted
and shall only promote (as that term is defined in Regulation 1.02 of
the Financial Services (Promotion of Unregulated Schemes) Regulations
1991) to any person in the United Kingdom the scheme described in the
Prospectus if that person is of a kind described either in Section
76(2) of the Financial Services Act 1986 or in Regulation 1.04 of the
Financial Services (Promotion of Unregulated Schemes) Regulations
1991.]
For purposes of this Agreement, "Collateral Term Sheets" and
"Structural Term Sheets" shall have the respective meanings assigned to
them in the February 13, 1995 letter of Cleary, Gottlieb, Steen & Hamilton
on behalf of the Public Securities Association (which letter, and the SEC
staff's response thereto, were publicly available February 17, 1995). The
term "Collateral Term Sheet" as used herein includes any subsequent
Collateral Term Sheet that reflects a substantive change in the information
presented. "Computational Materials" has the meaning assigned to it in the
May 17, 1994 letter of Brown & Wood on behalf of Kidder, Peabody & Co.,
Inc. (which letter, and the SEC staff's response thereto, were publicly
available May 20, 1994). "Series Term Sheet" has the meaning assigned to it
in the April 4, 1996 letter of Latham & Watkins on behalf of Greenwood
Trust Company (which letter, and the SEC staff's response thereto, were
publicly available April 5, 1996).
Section 7. Conditions to the Obligations of the Underwriters.
The obligations of the Underwriters to purchase and pay for Notes 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 Notes pursuant to the terms hereof, to the
performance by the Bank of its obligations hereunder and under the
applicable Terms Agreement and to the following additional conditions:
(a) The Final Prospectus shall have been filed with the
Commission pursuant to Rule 424 in the manner and within the
applicable time period prescribed for such filing by the rules and
regulations of the Commission under the Act and in accordance with
Section 5(a) of this Agreement; and, as of the Closing Date, no stop
order suspending the effectiveness of any Registration Statement
shall have been issued, and no proceedings for such purpose shall
have been instituted or threatened by the Commission; and all
requests for additional information from the Commission with respect
to any Registration Statement shall have been complied with to the
reasonable satisfaction of the Representative.
(b) Subsequent to the date of this Agreement, there shall not
have occurred (i) any change, or any development involving a
prospective change, in or affecting particularly the business or
properties of the Bank which materially impairs the investment
quality of the Notes; (ii) any suspension or material limitation of
trading of securities generally on the New York Stock Exchange or the
American Stock Exchange; (iii) a declaration of a general moratorium
on commercial banking activities in New York by either Federal or New
York State authorities; or (iv) any material outbreak or declaration
of hostilities or other calamity or crisis the effect of which on the
financial markets of the United States is such as to make it, in the
judgment of the Representative, impracticable to market the Notes on
the terms specified herein and the applicable Terms Agreement.
(c) The Underwriters have received a certificate of a Vice
President or other proper officer of the Bank, dated the Closing
Date, in which such officer, to the best of his knowledge, shall
state that (i) the representations and warranties of the Bank in this
Agreement are true and correct in all material respects, (ii) the
Bank has complied with all agreements and satisfied all conditions on
its part to be performed or satisfied at or prior to the Closing
Date, (iii) no stop order suspending the effectiveness of a
Registration Statement has been issued and no proceedings for that
purpose have been instituted or are threatened by the Commission and
(iv) the Final Prospectus does not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading.
(d) The Bank shall have furnished to the Underwriters the
opinions of Simpson Thacher & Bartlett, counsel for the Bank, dated
the Closing Date, in substantially the forms attached hereto as
Exhibit 1 (with respect to Rule 10b-5 and other matters), Exhibit 2
(with respect to corporate, UCC and FIRREA matters relating to the
Master Trust, the Receivables, the Owner Trust, the Series
Certificate and the Notes) and Exhibit 3 (with respect to tax
matters) with only such changes as shall be reasonably satisfactory
to the Representative.
(e) The Underwriters shall have received from Skadden, Arps,
Slate, Meagher & Flom LLP, counsel for the Underwriters, one or more
opinions, each dated the Closing Date, with respect to the validity
of the Notes, the Initial Registration Statement, the Additional
Registration Statement (if any), the Final Prospectus, certain
matters of the Uniform Commercial Code, as adopted in the State of
Delaware, and such other related matters as the Representative may
reasonably require, and the Bank shall have furnished to such counsel
such documents as they request for the purpose of enabling them to
pass on such matters.
(f) At the date of the applicable Terms Agreement and at the
Closing Date, PriceWaterhouseCoopers LLP (or such other independent
public accountants as shall be named in the applicable Terms
Agreement), certified independent public accountants for the Bank,
shall have furnished to the Underwriters a letter or letters, dated
respectively as of the date of the applicable Terms Agreement and as
of the Closing Date confirming that they are certified independent
public accountants within the meaning of the Act and the Exchange
Act, and the respective applicable published rules and regulations
thereunder and substantially in the form heretofore agreed and
otherwise in form and in substance satisfactory to the Representative
and counsel for the Underwriters.
(g) The Underwriters shall receive evidence satisfactory to it
that, on or before the Closing Date, UCC-1 financing statements have
been or are being filed in the office of the Secretary of State of
the State of Delaware, reflecting (i) the interest of the Master
Trust Trustee in the Receivables and the proceeds thereof, (ii) the
interest of the Owner Trust in the Series Certificate and (iii) the
interest of the Indenture Trustee, for the benefit of the holders of
the Notes, in the Series Certificate.
(h) The Underwriters shall have received from Emmet, Marvin &
Martin, LLP, counsel to the Master Trust Trustee, an opinion, dated
the Closing Date, to the effect that:
(i) The Master Trust 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 Master Trust Trustee has the corporate power and
authority to perform the duties and obligations of trustee
under, and to accept the trust contemplated by, the Pooling and
Servicing Agreement, and the Supplement.
(iii) Each of the Pooling and Servicing Agreement and the
Supplement has been duly authorized, executed, and delivered by
the Master Trust Trustee and constitutes a legal, valid and
binding obligation of the Master Trust Trustee enforceable
against the Master Trust 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 Series Certificate has been duly executed and
authenticated by the Master Trust Trustee.
(v) Neither the execution nor the delivery by the Master
Trust Trustee of the Pooling and Servicing Agreement and the
Supplement 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 Master Trust Trustee.
(vi) The execution and delivery of the Pooling and
Servicing Agreement and the Supplement by the Master Trust
Trustee and the performance by the Master Trust 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 Master Trust
Trustee, or (y) the Certificate of Incorporation or By-laws of
the Master Trust Trustee.
(i) The Underwriters shall have received an opinion of
[______________], special counsel to the Owner Trustee, reasonably
satisfactory to the Underwriters and their counsel, dated the Closing
Date, in substantially the form attached hereto as Exhibit 4, with
only such changes as shall be reasonably satisfactory to the
Representative.
(j) The Underwriters shall have received an opinion of
[______________], special counsel to the Owner Trust, reasonably
satisfactory to the Underwriters and their counsel, dated the Closing
Date, in substantially the form attached hereto as Exhibit 5, with
only such changes as shall be reasonably satisfactory to the
Representative.
(k) The Underwriters shall have received an opinion of
[______________], special counsel to the Indenture Trustee,
reasonably satisfactory to the Underwriters and their counsel, dated
the Closing Date, in substantially the form attached hereto as
Exhibit 5, with only such changes as shall be reasonably satisfactory
to the Representative.
(l) The Underwriters shall have received evidence satisfactory
to them that the Series Certificate and the Notes shall be rated in
accordance with the applicable Terms Agreement by the Rating Agency.
(m) The Underwriters shall have received a certificate of a
Vice President or other proper officer of the Servicer, dated the
Closing Date, in which such officer, to the best of his or her
knowledge, shall state that the representations and warranties of the
Servicer in the Pooling and Servicing Agreement and the Supplement
are true and correct.
(n) All proceedings in connection with the transactions
contemplated by this Agreement and all documents incident hereto
shall be reasonably satisfactory in form and substance to the
Underwriters and counsel for the Underwriters in all material
respects and the Underwriters and counsel for the Underwriters shall
have received such information, certificates and documents as the
Underwriters or counsel for the Underwriters may reasonably request.
If any of the conditions specified in this Section 7 shall not have
been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects
reasonably satisfactory in form and substance to the Underwriters and their
counsel, this Agreement and all obligations of the Underwriters hereunder
may be cancelled at, or at any time prior to, the Closing Date by the
Underwriters. Notice of such cancellation shall be given to the Bank in
writing or by telephone or facsimile confirmed in writing.
Section 8. Reimbursement of Underwriters' Expenses. If the sale
of the Notes provided for herein is not consummated because any condition
to the obligations of the Underwriters set forth in Section 7 (other than
the condition set forth in paragraph (b) of Section 7) is not satisfied, or
because of any refusal, inability or failure on the part of the Bank to
perform any agreement herein or comply with any provision hereof other than
by reason of a default by the Underwriters, the Bank will reimburse the
Underwriter for all out-of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been incurred by it in connection
with the proposed purchase and sale of the Notes and upon demand the Bank
shall pay the full amount thereof to the Representative.
Section 9. Indemnification and Contribution. (a) The Bank
agrees to indemnify and hold harmless the Underwriters, each of the
directors thereof, each of the officers who are involved in the Offering
and each person, if any, who controls each Underwriter within the meaning
of the Act against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the
Act, the Exchange Act or any other federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement as originally filed or in any
amendment thereof, or in any Preliminary Final Prospectus or the Final
Prospectus, or in any amendment thereof or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each such
indemnified party for any legal or other expenses reasonably incurred by it
in connection with investigating or preparing to defend or defending any
such loss, claim, damage, liability or action as such expenses are
incurred; provided, however, that (i) the Bank will not be liable in any
such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made in any of such documents in
reliance upon and in conformity with written information furnished to the
Bank by or on behalf of the Underwriters specifically for use therein, and
(ii) such indemnity with respect to any Preliminary Final Prospectus shall
not inure to any benefit of any Underwriter (or any person controlling any
of the Underwriters) from whom the person asserting any such loss, claim,
damage or liability purchased the Notes 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 Notes to such person in any case where such delivery is required by
the Act and the untrue statement or omission of a material fact contained
in such Preliminary Final Prospectus was corrected in the Final Prospectus
(or the Final Prospectus as supplemented). This indemnity agreement will be
in addition to any liability which the Bank may otherwise have.
(b) Each Underwriter agrees to indemnify and hold harmless the
Bank, each of the directors thereof, each of the officers who signs a
Registration Statement, and each person who controls the Bank within the
meaning of the Act, to the same extent as the foregoing indemnities from
the Bank to the Underwriters, but only with reference to written
information furnished to the Bank by or on behalf of each Underwriter
specifically for use in the preparation of the documents referred to in the
foregoing indemnity. This indemnity agreement will be in addition to any
liability which each Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this
Section 9 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 9, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party will not relieve it from any liability which it may have
to any indemnified party otherwise than under this Section 9 unless the
indemnifying party is materially prejudiced thereby. In case any such
action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will
be entitled to appoint counsel satisfactory to such indemnified party to
represent the indemnified party in such action; provided, however, that, if
the defendants in any such action include both the indemnified party and
the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those
available to the indemnifying party, the indemnified party or parties shall
have the right to select separate counsel to defend such action on behalf
of such indemnified party or parties. Upon receipt of notice from the
indemnifying party to such indemnified party of its election so to appoint
counsel to defend such action and approval by the indemnified party of such
counsel, the indemnifying party will not be liable to such indemnified
party under this Section 9 for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof
unless (i) the indemnified party shall have employed separate counsel in
accordance with the proviso to the next preceding sentence (it being
understood, however, that the indemnifying party shall not be liable for
the expenses of more than one separate counsel, approved by the
Underwriter(s) being indemnified in the case of paragraph (a) of this
Section 9, representing the indemnified parties under such paragraph (a)
who are parties to such action), (ii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of commencement of
the action or (iii) the indemnifying party has authorized the employment of
counsel for the indemnified party at the expense of the indemnifying party;
and except that, if clause (i) or (iii) is applicable, such liability shall
be only in respect of the counsel referred to in such clause (i) or (iii).
(d) If recovery is not available or is insufficient under the
foregoing indemnification provisions of this Section 9, for any reason
other than as specified herein, the parties entitled to indemnification by
the terms hereof shall be entitled to contribution to liabilities and
expenses, except to the extent that contribution is not permitted under
Section 11(f) of the Act. In determining the amount of contribution to
which the Bank and the Underwriter are entitled, there shall be considered
the relative benefits received by each from the offering of the Notes
(taking into account the total proceeds of the offering received by the
Bank and the total underwriting discounts and commissions received by the
Underwriters), their relative knowledge and access to information
concerning the matter with respect to which the claim was asserted, the
opportunity to correct and prevent any statement or omission, and any other
equitable considerations appropriate under the circumstances. The Bank and
the Underwriters agree that it would not be equitable if the amount of such
contribution were determined by pro rata or per capita allocation. None of
the Underwriters nor any person controlling any Underwriter shall be
obligated to make contribution hereunder which in the aggregate exceeds the
total public offering price of the Notes purchased by such Underwriter
under this Agreement, less the aggregate amount of any damages which any
Underwriter and its controlling persons have otherwise been required to pay
in respect of the same claim or any substantially similar claim.
Section 10. Default by an Underwriter. If, on the Closing Date,
any Underwriter or Underwriters default in the performance of its or their
obligations under this Agreement, the Representative may make arrangements
for the purchase of such Notes by other persons satisfactory to the Bank
and the Representative, including any of the Underwriters, but if no such
arrangements are made by the Closing Date, then each remaining
non-defaulting Underwriter shall be severally obligated to purchase the
Notes which the defaulting Underwriter or Underwriters agreed but failed to
purchase on the Closing Date in the respective proportions which the
principal amount of Notes set forth opposite the name of each remaining
non-defaulting Underwriter in Schedule I to the Terms Agreement bears to
the aggregate principal amount of Notes set forth opposite the names of all
the remaining non-defaulting Underwriters in Schedule I to the Terms
Agreement; provided, however, that the remaining non-defaulting
Underwriters shall not be obligated to purchase any of the Notes on the
Closing Date if the aggregate principal amount of Notes which the
defaulting Underwriter or Underwriters agreed but failed to purchase on
such date exceeds one-eleventh of the aggregate principal amount of the
Notes to be purchased on the Closing Date, and any remaining non-defaulting
Underwriter shall not be obligated to purchase in total more than 110% of
the principal amount of the Notes which it agreed to purchase on the
Closing Date pursuant to the terms of Section 2. If the foregoing maximums
are exceeded and the remaining Underwriters or other underwriters
satisfactory to the Representative and the Bank do not elect to purchase
the Notes which the defaulting Underwriter or Underwriters agreed but
failed to purchase, this Agreement shall terminate without liability on the
part of any non-defaulting Underwriter or the Bank, except that the
provisions of Section 11 shall not terminate and shall remain in effect. As
used in this Agreement, the term "Underwriter" includes, for all purposes
of this Agreement unless the context otherwise requires, any party not
listed in Schedule I to the Terms Agreement who, pursuant to this Section
10, purchases Notes which a defaulting Underwriter agreed but failed to
purchase.
Section 11. Representations and Indemnities to Survive. The
respective agreements, representations, warranties, indemnities and other
statements of the Bank and of the Underwriters set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless
of any investigation, or statement as to the results thereof, made by or on
behalf of you or the Bank or any of the officers, directors or controlling
persons referred to in Section 9 hereof, and will survive delivery of and
payment for the Notes. The provisions of Sections 8 and 9 hereof shall
survive the termination or cancellation of this Agreement.
Section 12. Notices. All communication hereunder shall be in
writing and, if sent to the Underwriters will be mailed, delivered or
telecopied and confirmed to them at 270 Park Avenue, New York, New York
10017, Attention: David A. Howard Jr., Telecopy No: (212) 834-6564; if sent
to the Bank, will be mailed, delivered or telecopied and confirmed to them
care of Chase Manhattan Bank USA, National Association, at 802 Delaware
Avenue, Wilmington, Delaware, 19801, Telecopy No.: (302) 575-5467,
Attention: Keith Schuck, Vice President.
Section 13. Secondary Trust or Special Purpose Vehicle. Each
Underwriter severally represents that it will not, at any time that such
Underwriter is acting as an "underwriter" (as defined in Section 2(11) of
the Act) with respect to the Notes, transfer, deposit or otherwise convey
any Notes into a trust or other type of special purpose vehicle that issues
securities or other instruments backed in whole or in part by, or that
represents interests in, such Notes 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.
If you are in agreement with the foregoing, please sign the
counterpart hereof and return it to the Bank, whereupon this letter and
your acceptance shall become a binding agreement among
the Bank and the Underwriters.
Very truly yours,
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
By -----------------------------------
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
CHASE SECURITIES INC.
as representative of the
Underwriters named in
Schedule I hereto
By -----------------------------------
Name:
Title:
Exhibit A
CHASE CREDIT CARD OWNER TRUST 1999-__
CLASS A FLOATING RATE ASSET BACKED NOTES, SERIES 1999-
CLASS B FLOATING RATE ASSET BACKED NOTES, SERIES 1999-
CLASS C FLOATING RATE ASSET BACKED NOTES, SERIES 1999-
TERMS AGREEMENT
Dated: [ ], 1999
To: Chase Manhattan Bank USA, National Association
Re: Underwriting Agreement dated [ ], 1999
Series Designation: Series 1999-
Underwriters:
The Underwriters named on Schedule I attached hereto are the
"Underwriters" for the purpose of this Agreement and for the purposes of
the above-referenced Underwriting Agreement as such Underwriting Agreement
is incorporated herein and made a part hereof.
Terms of the Notes:
Initial
Invested Interest Rate
Class Amount or Formula Price to Public (1)
- ----- ------------- -------------- -------------------
Class A $[ ] LIBOR + 0.[ ]% ________%
Class B $[ ] LIBOR + 0.[ ]% ________%
Class C $[ ] LIBOR + 0.[ ]% ________%
(1) Plus accrued interest at the applicable rate from [ ], 1999.
Payment 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 [ ], 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 [ ], 1999.
Class C: the 15th calendar day (or if such 15th day is not a business day,
the next succeeding business day) of each month, commencing [ ], 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
Class C: [BBB] by Standard & Poor's
[Baa2] by Moody's
[BBB] by Fitch
Indenture: Indenture, dated as of _______, 1999 between Chase
Credit Card Owner Trust 1999-__, a Delaware business trust and
the Indenture Trustee.
Indenture Trustee:
Owner Trustee:
Master Trust 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 Master Trust
Trustee, on behalf of the Certificateholders of Chase Credit Card Master
Trust.
Supplement: Series 1999- Supplement, dated as of [ ], 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 Master Trust Trustee, on behalf
of the Series 1999-_ Certificateholders.
Series Certificate: Series 1999-_
Purchase Price:
The purchase price payable by the Underwriters for the Notes
covered by this Agreement will be the following percentage of the principal
amounts to be issued:
Per Class A Notes: [____%]
Per Class B Notes: [____%]
Per Class C Notes: [____%]
Registration Statement: Registration No. 333-74303
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 Notes, Class B Notes and
Class C Notes shall be as follows:
Underwriting
Discounts Selling
Class and Concessions Concessions Reallowance
----- ---------------- ----------- -----------
Class A [ %] [ %] [ %]
Class B [ %] [ %] [ %]
Class C [ %] [ %] [ %]
Closing Date: __________, 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 Notes: Wire transfer of same day funds
Blue Sky Fees: Up to $25,000
Opinion Modifications: None
Other securities being offered concurrently: None.
Expenses: Notwithstanding Section 5(h) of the Underwriting
Agreement, the Underwriters have agreed to reimburse the Bank for expenses
associated with preparing and printing the Final
Prospectus.
The Underwriters agree, severally and not jointly, subject to
the terms and provisions of the above referenced Underwriting Agreement
which is incorporated herein in its entirety and made a part hereof, to
purchase the respective principal amounts of the above referenced Series of
Certificates set forth opposite their names on Schedule I hereto.
CHASE SECURITIES INC.
As Representative of
the Underwriters named
in Schedule I hereto
By:__________________
Name:
Title:
Accepted:
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
By:__________________
Name:
Title:
SCHEDULE I
UNDERWRITERS
$____________ Principal Amount of Class A Floating Rate Asset
Backed Certificates, Series 1999-_
Principal Amount
Chase Securities Inc. $__,___,___
- ------------- ------------
- ------------- ------------
Total $__,___,___
$__,___,___ Principal Amount of Class B Floating Rate Asset
Backed Certificates, Series 1999-_
Principal Amount
Chase Securities Inc. $__,___,___
$__,___,___ Principal Amount of Class C Floating Rate Asset
Backed Certificates, Series 1999-_
Principal Amount
Chase Securities Inc. $__,___,___
- ------------------------------------------------------------------------------
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-[ ] Certificateholders
SERIES 1999-[ ] SUPPLEMENT
Dated as of [ ], 1999
to
SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1996
CHASE CREDIT CARD MASTER TRUST
Series 1999-[ ]
- ------------------------------------------------------------------------------
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-[ ] Pay Out Events............................47
SECTION 10. Issuance of Additional Certificates........................48
SECTION 11. Series 1999-[ ] 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
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-[ ] Certificateholders'
Statement
SCHEDULE I Schedule to Exhibit C of the Pooling and Servicing Agreement
with respect to the
Investor Certificates
SERIES 1999-[ ] SUPPLEMENT, dated as of [ ], 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-[ ] Certificates."
The two classes shall be designated the Class A Floating Rate Asset Backed
Certificates, Series 1999-[ ] (the "Class A Certificates") and the Class B
Floating Rate Asset Backed Certificates, Series 1999-[ ] (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-[ ] (the "Collateral Interest").
(b) Series 1999-[ ] shall be included in Group One (as defined
below). Series 1999-[ ] 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.
"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-[ ]) 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.
"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-[ ] 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 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 [ ], 1999 and with respect to each Interest Period thereafter, a
per annum rate equal to 0[ ]% per annum in excess of LIBOR, as determined
on the related LIBOR Determination Date.
"Class A Certificateholder" shall mean the Person in whose name
a Class A Certificate is registered in the Certificate Register.
"Class A Certificates" shall mean any of the certificates
executed by the Transferor and authenticated by or on behalf of the
Trustee, substantially in the form of Exhibit A-1 hereto.
"Class A Deficiency Amount" shall have the meaning specified in
subsection 4.6(a).
"Class A Fixed Allocation" shall mean, with respect to any
Monthly Period following the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of
which is the Class A Investor Interest as of the close of business on the
last day of the Revolving Period and the denominator of which is equal to
the Investor Interest as of the close of business on the last day of the
Revolving Period.
"Class A Floating Allocation" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Class A Adjusted
Investor Interest as of the close of business on the last day of the
preceding Monthly Period and 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 $[ ].
"Class A Investor Allocation" shall mean, with respect to any
Monthly Period, (a) with respect to Default Amounts and Finance Charge
Receivables at any time and Principal Receivables during the Revolving
Period, the Class A Floating Allocation, and (b) with respect to Principal
Receivables during the Controlled Accumulation Period or Rapid Amortization
Period, the Class A Fixed Allocation.
"Class A Investor Charge-Offs" shall have the meaning specified
in subsection 4.10(a).
"Class A Investor Default Amount" shall mean, with respect to
each Transfer Date, an amount equal to the product of (a) the Aggregate
Investor Default Amount for the related Monthly Period and (b) the Class A
Floating Allocation applicable for the related Monthly Period.
"Class A Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class A Initial Investor
Interest, minus (b) the aggregate amount of principal payments made to
Class A Certificateholders prior to such date and minus (c) the excess, if
any, of the aggregate amount of Class A Investor Charge-Offs pursuant to
subsection 4.10(a) over Class A Investor Charge- Offs reimbursed pursuant
to subsection 4.11(b) prior to such date of determination; provided,
however, that the Class A Investor Interest may not be reduced below zero.
"Class A Monthly Interest" shall have the meaning specified in
subsection 4.6(a).
"Class A Monthly Principal" shall mean the monthly principal
distributable in respect of the Class A Certificates as calculated in
accordance with subsection 4.7(a).
"Class A Required Amount" shall have the meaning specified in
subsection 4.8(a).
"Class A Scheduled Payment Date" shall mean the [ ]
Distribution Date.
"Class A Servicing Fee" shall have the meaning specified in
subsection 3(a) of this Series Supplement.
"Class B Additional Interest" shall have the meaning specified
in subsection 4.6(b).
"Class B Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the Class B Floating Allocation of the
Collections of Finance Charge Receivables and allocated to the Investor
Certificates and deposited in the Finance Charge Account for such Monthly
Period (or to be deposited in the Finance Charge Account on the related
Transfer Date with respect to the preceding Monthly Period pursuant to the
third paragraph of subsection 4.3(a) of the Agreement and subsection 3(b)
of this Series Supplement), excluding the portion of Collections of Finance
Charge Receivables attributable to Servicer Interchange.
"Class B Certificate Rate" shall mean from the Closing Date
through [ ], 1999, and for each Interest Period thereafter, a per annum
rate equal to 0[ ]% 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.
"Class B Initial Investor Interest" shall mean the aggregate
initial principal amount of the Class B Certificates, which is $[ ].
"Class B Investor Allocation" shall mean, with respect to any
Monthly Period, (a) with respect to Default Amounts and Finance Charge
Receivables at any time or Principal Receivables during the Revolving
Period, the Class B Floating Allocation, and (b) with respect to Principal
Receivables during the Controlled Accumulation Period or Rapid Amortization
Period, the Class B Fixed Allocation.
"Class B Investor Charge-Offs" shall have the meaning specified
in subsection 4.10(b).
"Class B Investor Default Amount" shall mean, with respect to
each Transfer Date, an amount equal to the product of (a) the Aggregate
Investor Default Amount for the related Monthly Period and (b) the Class B
Floating Allocation applicable for the related Monthly Period.
"Class B Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class B Initial Investor
Interest, minus (b) the aggregate amount of principal payments made to
Class B Certificateholders prior to such date, minus (c) the aggregate
amount of Class B Investor Charge-Offs for all prior Transfer Dates
pursuant to subsection 4.10(b), minus (d) the amount of the Reallocated
Class B Principal Collections allocated pursuant to subsection 4.12(a) on
all prior Transfer Dates for which the Collateral Interest has not been
reduced, minus (e) an amount equal to the amount by which the Class B
Investor Interest has been reduced on all prior Transfer Dates pursuant to
subsection 4.10(a) and plus (f) the aggregate amount of Excess Spread
allocated and available on all prior Transfer Dates pursuant to subsection
4.11(d), for the purpose of reimbursing amounts deducted pursuant to the
foregoing clauses (c), (d) and (e); provided, however, that the Class B
Investor Interest may not be reduced below zero.
"Class B Monthly Interest" shall 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 [ ]
Distribution Date.
"Class B Servicing Fee" shall have the meaning specified in
subsection 3(a) hereof.
"Closing Date" shall mean [ ], 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.
"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 $[ ].
"Collateral Interest" shall mean, on any date of determination,
an amount equal to (a) the Collateral Initial Interest, minus (b) the
aggregate amount of principal payments made to the Collateral Interest
Holder prior to such date, minus (c) the aggregate amount of Collateral
Charge-offs for all prior Transfer Dates pursuant to subsection 4.10(c),
minus (d) the amount of Reallocated Principal Collections allocated
pursuant to subsections 4.12(a) and (b) on all prior Transfer Dates, minus
(e) an amount equal to the amount by which the Collateral Interest has been
reduced on all prior Transfer Dates pursuant to subsections 4.10(a) and
(b), and plus (f) the aggregate amount of Excess Spread allocated and
available on all prior Transfer Dates pursuant to subsection 4.11(h), for
the purpose of reimbursing amounts deducted pursuant to the foregoing
clauses (c), (d) and (e); provided further, however, that the Collateral
Interest may not be reduced below zero.
"Collateral Interest Holder" shall mean the entity so
designated in the Loan Agreement.
"Collateral Interest Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof.
"Collateral Monthly Interest" shall mean the monthly interest
distributable in respect of the Collateral Interest as calculated in
accordance with subsection 4.6(c).
"Collateral Monthly Principal" shall mean the monthly principal
distributable in respect of the Collateral Interest as calculated in
accordance with subsection 4.7(c).
"Collateral Rate" shall mean, for any Interest Period, the rate
specified in the Loan Agreement.
"Controlled Accumulation Amount" shall mean (a) for any
Transfer Date with respect to the Controlled Accumulation Period prior to
the payment in full of the Class A Investor Interest, $[
]; provided, however, that if the Accumulation Period Length is determined
to be less than 12 months pursuant to subsection 4.9(i), the Controlled
Accumulation Amount for each Transfer Date with respect to the Controlled
Accumulation Period prior to the payment in full of the Class A Investor
Interest will be equal to (x) the Class A Initial Investor Interest divided
by (y) the number of Monthly Periods in the Controlled Accumulation Period
as determined pursuant to subsection 4.9(i), and (b) for any Transfer Date
with respect to the Controlled Accumulation Period after payment in full of
the Class A Investor Interest, an amount equal to the Class B Investor
Interest as of such Transfer Date.
"Controlled Accumulation Period" shall mean, unless a Pay Out
Event shall have occurred prior thereto, the period commencing at the close
of business on [ ] 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-[ ] 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 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 [ ], 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 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 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-[ ] and each other Series
specified in the related Supplement to be included in Group One.
"Initial Investor Interest" shall mean $[ ]; provided, however,
that following the issuance of any Additional Certificates pursuant to
Section 10 hereof "Initial Investor Interest" shall mean the sum of $[ ]
and the initial investor interest of such Additional Certificates.
"Interest Period" shall mean, with respect to any Distribution
Date, the period from and including the previous Distribution Date through
the day preceding such Distribution Date, except that the initial Interest
Period shall be the period from and including the Closing Date through the
day preceding the initial Distribution Date.
"Investor Certificateholder" shall mean (a) with respect to the
Class A Certificates, the holder of record of a Class A Certificate, (b)
with respect to the Class B Certificates, the holder of record of a Class B
Certificate and (c) with respect to the Collateral Interest, the Collateral
Interest Holder.
"Investor Certificates" shall mean the Class A Certificates,
the Class B Certificates and the Collateral Interest.
"Investor Default Amount" shall mean, with respect to any
Receivable in a Defaulted Account, an amount equal to the product of (a)
the Default Amount and (b) the Floating Investor Percentage on the day such
Account became a Defaulted Account.
"Investor Interest" shall mean, on any date of determination,
an amount equal to the sum of (a) the Class A Investor Interest, (b) the
Class B Investor Interest and (c) the Collateral Interest, each as of such
date.
"Investor Percentage" shall mean for any Monthly Period, (a)
with respect to collections of Finance Charge Receivables and Default
Amounts at any time and collections of Principal Receivables during the
Revolving Period, the Floating Investor Percentage and (b) with respect to
collections of Principal Receivables during the Controlled Accumulation
Period or the Rapid Amortization Period, the Fixed Investor Percentage.
"Investor Principal Collections" shall mean, with respect to
any Monthly Period, the sum of (a) the aggregate amount deposited into the
Principal Account for such Monthly Period pursuant to subsections
4.5(a)(ii), (iii) and (iv), 4.5(b)(ii), (iii) and (iv) or 4.5(c)(ii), in
each case, as applicable to such Monthly Period and (b) the aggregate
amount to be treated as Investor Principal Collections pursuant to
subsections 4.9(a)(iii) and 4.11(a), (b), (c), (d), (g) and (h) for such
Monthly Period (other than such amount paid from Reallocated Principal
Collections).
"Investor Servicing Fee shall have the meaning specified in
subsection 3(a) hereof.
"LIBOR" shall mean, for any Interest Period, the London
interbank offered rate for one-month United States dollar deposits
determined by the Trustee for each Interest Period in accordance with the
provisions of Section 4.16.
"LIBOR Determination Date" shall mean [ ], 1999 for the period
from the Closing Date through [ ], 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 [ ], 1999.
"Monthly Principal Payment" shall mean with respect to any
Monthly Period, for all Series (including Series 1999-[ ]) which are in an
Amortization Period or Accumulation Period (as such terms are defined in
the related Supplements for all Series), the sum of (a) the Controlled
Distribution Amount for the related Transfer Date for any Series in its
Controlled Amortization Period (as such terms are defined in the related
Supplements for all Series), (b) the Controlled Deposit Amount for the
related Transfer Date for any Series in its Accumulation Period, other than
its Rapid Accumulation Period, if applicable (as such terms are defined in
the related Supplements for all Series), (c) the Investor Interest as of
the end of the prior Monthly Period taking into effect any payments to be
made on the following Distribution Date for any Series in its Principal
Amortization Period or Rapid Amortization Period (as such terms are defined
in the related Supplements for all Series), (d) the Adjusted Investor
Interest as of the end of the prior Monthly Period taking into effect any
payments or deposits to be made on the following Transfer Date and
Distribution Date for any Series in its Rapid Accumulation Period (as such
terms are defined in the related Supplements for all Series), (e) the
excess of the Collateral Interest as of the Transfer Date occurring in such
Monthly Period over the Required Collateral Interest for the related
Transfer Date, assuming no Accumulation Shortfall and (f) such other
amounts as may be specified in the related Supplements for all Series.
"Net Servicing Fee Rate" shall mean 1.0% per annum.
"Pay Out Commencement Date" shall mean the date on which a
Trust Pay Out Event is deemed to occur pursuant to Section 9.1 or a Series
1999-[ ] Pay Out Event is deemed to occur pursuant to Section 9 hereof.
"Portfolio Adjusted Yield" shall mean, with respect to any
Transfer Date, the average of the percentages obtained for each of the
three preceding Monthly Periods by subtracting the Base Rate from the
Portfolio Yield for such Monthly Period and deducting 0.5% from the result
for each Monthly Period.
"Portfolio Yield" shall mean, with respect to any Monthly
Period, the annualized percentage equivalent of a fraction, the numerator
of which is an amount equal to the sum of (a) the amount of Collections of
Finance Charge Receivables deposited into the Finance Charge Account and
allocable to the Investor Certificates for such Monthly Period,(b) the
Principal Funding Investment Proceeds deposited into the Finance Charge
Account on the Transfer Date related to such Monthly Period and (c) the
amount of the Reserve Draw Amount (up to the Available Reserve Account
Amount) plus any amounts of interest and earnings described in subsections
4.15(b) and (d), each deposited into the Finance Charge Account on the
Transfer Date relating to such Monthly Period, such sum to be calculated on
a cash basis after subtracting the Aggregate Investor Default Amount for
such Monthly Period, and the denominator of which is the Investor Interest
as of the close of business on the last day of such Monthly Period.
"Principal Funding Account" shall have the meaning set forth in
subsection 4.14(a).
"Principal Funding Account Balance" shall mean, with respect to
any date of determination, the principal amount, if any, on deposit in the
Principal Funding Account on such date of determination.
"Principal Funding Investment Proceeds" shall mean, with
respect to each Transfer Date, the investment earnings on funds in the
Principal Funding Account (net of investment expenses and losses) for the
period from and including the immediately preceding Transfer Date to but
excluding such Transfer Date.
"Principal Funding Investment Shortfall" shall mean, with
respect to each Transfer Date relating to the Controlled Accumulation
Period, the amount, if any, by which the Principal 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-[ ] Termination Date and (b) the termination
of the Trust pursuant to Section 12.1.
"Rating Agency" shall mean Moody's, Standard & Poor's
and Fitch.
"Reallocated Class B Principal Collections" shall mean, with
respect to any Transfer Date, Collections of Principal Receivables applied
in accordance with subsection 4.12(a) in an amount not to exceed the
product of (a) the Class B Investor Allocation with respect to the Monthly
Period relating to such Transfer Date and (b) the Investor Percentage with
respect to the Monthly Period relating to such Transfer Date and (c) the
amount of Collections of Principal Receivables with respect to the Monthly
Period relating to such Transfer Date; provided however, that such amount
shall not exceed the Class B Investor Interest after giving effect to any
Class B Investor Charge-Offs for such Transfer Date.
"Reallocated Collateral Principal Collections" shall mean, with
respect to any Transfer Date, Collections of Principal Receivables applied
in accordance with subsections 4.12(a) and (b) in an amount not to exceed
the product of (a) the Collateral Allocation with respect to the Monthly
Period relating to such Transfer Date and (b) the Investor Percentage with
respect to the Monthly Period relating to such Transfer Date and (c) the
amount of Collections of Principal Receivables with respect to the Monthly
Period relating to such Transfer Date; provided however, that such amount
shall not exceed the Collateral Interest after giving effect to any
Collateral Charge-Offs for such Transfer Date.
"Reallocated Principal Collections" shall mean the sum of (a)
Reallocated Class B Principal Collections and (b) Reallocated Collateral
Principal Collections.
"Reference Banks" shall mean four major banks in the London
interbank market selected by the Servicer. 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, $[ ]
and (b) on any Transfer Date thereafter, 9.0% of the sum of the Class A
Adjusted Investor Interest, the Class B Investor Interest and the
Collateral Interest on such Transfer Date, after taking into account
deposits into the Principal Funding Account on such Transfer Date and
payments to be made on the related Distribution Date, and the Collateral
Interest on the prior Transfer Date, after any adjustments to be made on
such date, but not less than $[ ]; 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-[ ].
"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-[ ]" shall mean the Series of the Chase Credit
Card Master Trust represented by the Investor Certificates.
"Series 1999-[ ] Certificateholders" shall mean the holder of
record of a Series 1999-[ ] Certificate.
"Series 1999-[ ] Certificates" shall mean the Class A
Certificates and the Class B Certificates.
"Series 1999-[ ] Pay Out Event" shall have the meaning
specified in Section 9 hereof.
"Series 1999-[ ] Termination Date" shall mean the earliest to
occur of (a) the Distribution Date on which the Investor Interest is paid
in full, (b) the [ ] Distribution Date and (c) the Trust Termination Date.
"Series Principal Shortfall" shall mean with respect to any
Transfer Date, the excess, if any, of (a) (i) with respect to any Transfer
Date relating to the Controlled Accumulation Period, the sum of (A) the
Controlled Deposit Amount for such Transfer Date, and (B) the excess, if
any, of the Collateral Interest for such Transfer Date over the Required
Collateral Interest for such Transfer Date and (ii) with respect to any
Transfer Date during the Rapid Amortization Period, the Adjusted Investor
Interest over (b) the Investor Principal Collections minus the Reallocated
Principal Collections for such Transfer Date.
"Series Servicing Fee Percentage" shall mean 2.0%.
"Servicer Interchange" shall mean, for any Monthly Period, the
portion of Collections of Finance Charge Receivables allocated to the
Investor Certificates and deposited in the Finance Charge Account with
respect to such Monthly Period that is attributable to Interchange;
provided, however, that Servicer Interchange for a Monthly Period shall not
exceed one-twelfth of the product of (i) the Adjusted Investor Interest as
of the last day of such Monthly Period and (ii) 1.00%.
"Shared Excess Finance Charge Collections" shall mean, with
respect to any Distribution Date, as the context requires, either (x) the
amount described in subsection 4.11(k) allocated to the Series 1999-[ ]
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-[ ] 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. (a) The share of the Servicing Fee allocable to Series 1999-[
] 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 [ ] 1999 Monthly Period and the denominator of which is
360, (ii) 2.0% and (iii) the Investor Interest on the Closing Date. On each
Transfer Date a portion of Interchange with respect to the related Monthly
Period that is on deposit in the Finance Charge Account shall be withdrawn
from the Finance Charge Account and paid to the Servicer in payment of a
portion of the Investor Servicing Fee with respect to such Monthly Period
("Servicer Interchange"). Should the Servicer Interchange on deposit in the
Finance Charge Account on any Transfer Date with respect to the related
Monthly Period be less than one-twelfth of 1.00% of the Adjusted Investor
Interest as of the last day of such Monthly Period, the Investor Servicing
Fee with respect to such Monthly Period will not be paid to the extent of
such insufficiency of Servicer Interchange on deposit in the Finance Charge
Account. The share of the Investor Servicing Fee allocable to the Class A
Investor Interest with respect to any Transfer Date (the "Class A Servicing
Fee") shall be equal to one-twelfth of the product of (i) the Class A
Floating Allocation, (ii) the Net Servicing Fee Rate and (iii) the Adjusted
Investor Interest as of the last day of the Monthly Period preceding such
Transfer Date; provided, however, that with respect to the first Transfer
Date, the Class A Servicing Fee shall be equal to the product of (i) the
Class A Floating Allocation, (ii) a fraction, the numerator of which is the
number of days from and including the Closing Date to and including the
last day of the [ ] 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 [ ] 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 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 [
] 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 allocable to the Investor Certificates with
respect to the preceding Monthly Period.
SECTION 4. Reassignment and Transfer Terms. The Investor
Certificates shall be subject to retransfer to the Transferor at its
option, in accordance with the terms specified in subsection 12.2(a), on
any Distribution Date on or after the Distribution Date on which the
Investor Interest is reduced to an amount less than or equal to 5% of the
Initial Investor Interest. The deposit required in connection with any such
repurchase shall include the amount, if any, on deposit in the Principal
Funding Account and will be equal to the sum of (a) the Investor Interest
and (b) accrued and unpaid interest on the Investor Certificates through
the day preceding the Distribution Date on which the repurchase occurs.
SECTION 5. Delivery and Payment for the Investor Certificates.
The Transferor shall execute and deliver the Series 1999-[ ] 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-[ ] shall be The Depository
Trust Company, and the Class A Certificates and Class B Certificates shall
be initially registered in the name of Cede & Co., its nominee.
SECTION 7. Article IV of Agreement. Sections 4.1, 4.2 and 4.3
shall be read in their entirety as provided in the Agreement. Article IV
(except for Sections 4.1, 4.2 and 4.3 thereof) shall be read in its
entirety as follows and shall be applicable only to the Investor
Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.4 Rights of Certificateholders and the Collateral
Interest Holder. The Investor Certificates shall represent undivided
interests in the Trust, consisting of the right to receive, to the extent
necessary to make the required payments with respect to such Investor
Certificates at the times and in the amounts specified in this Agreement,
(a) the Floating Investor Percentage and Fixed Investor Percentage (as
applicable from time to time) of Collections received with respect to the
Receivables and (b) funds on deposit in the Collection Account, the Finance
Charge Account, the Excess Funding Account, the Principal Account, the
Principal Funding Account, the Reserve Account and the Distribution
Account. The Collateral Interest shall be subordinate to the Class A
Certificates and the Class B Certificates. The Class B Certificates shall
be subordinate to the Class A Certificates. The Transferor Certificate
shall not represent any interest in the Collection Account, the Finance
Charge Account, the Principal Account, the Excess Funding Account, the
Principal Funding Account, the Reserve Account or the Distribution Account,
except as specifically provided in this Article IV.
SECTION 4.5 Allocations.
(a) Allocations During the Revolving Period. During the
Revolving Period, the Servicer shall, prior to the close of business on the
day any Collections are deposited in the Collection Account, allocate to
the Investor Certificateholders or the Holder of the Transferor Certificate
and pay or deposit from the Collection Account the following amounts as set
forth below:
(i) Deposit into the Finance Charge Account an amount equal to
the product of (A) the Investor Percentage on the Date of Processing
of such Collections and (B) the aggregate amount of Collections
processed in respect of Finance Charge Receivables on such Date of
Processing to be applied in accordance with Section 4.9.
(ii) Deposit into the Principal Account an amount equal to the
product of (A) the Collateral Allocation on the Date of Processing of
such Collections, (B) the Investor Percentage on the Date of
Processing of such Collections and (C) the aggregate amount of
Collections processed in respect of Principal Receivables on such
Date of Processing to be applied first in accordance with Section
4.12 and then in accordance with subsection 4.9(d).
(iii) Deposit into the Principal Account an amount equal to the
product of (A) the Class B Investor Allocation on the Date of
Processing of such Collections, (B) the Investor Percentage on the
Date of Processing of such Collections and (C) the aggregate amount
of Collections processed in respect of Principal Receivables on such
Date of Processing to be applied first in accordance with Section
4.12 and then in accordance with subsection 4.9(d).
(iv) (A) Deposit into the Principal Account an amount equal to
the product of (1) the Class A Investor Allocation on the Date of
Processing of such Collections, (2) the Investor Percentage on the
Date of Processing of such Collections and (3) the aggregate amount
of Collections processed in respect of Principal Receivables on such
Date of Processing; provided, however, that the amount deposited into
the Principal Account pursuant to this subsection 4.5(a)(iv)(A) shall
not exceed the Daily Principal Shortfall, and (B) pay to the Holder
of the Transferor Certificate an amount equal to the excess, if any,
identified in the proviso to clause (A) above; provided, however,
that the amount to be paid to the Holder of the Transferor
Certificate pursuant to this subsection 4.5(a)(iv)(B) with respect to
any Date of Processing shall be paid to the Holder of the Transferor
Certificate only if the Transferor Interest on such Date of
Processing is greater than the Minimum Transferor Interest (after
giving effect to the inclusion in the Trust of all Receivables
created on or prior to such Date of Processing and the application of
payments referred to in subsection 4.3(b)) and otherwise shall be
deposited into the Excess Funding Account.
(b) Allocations During the Controlled Accumulation Period.
During the Controlled Accumulation Period, the Servicer shall, prior to the
close of business on the day any Collections are deposited in the
Collection Account, allocate to the Investor Certificateholders or the
Holder of the Transferor Certificate and pay or deposit from the Collection
Account the following amounts as set forth below:
(i) Deposit into the Finance Charge Account an amount equal to
the product of (A) the Investor Percentage on the Date of Processing
of such Collections and (B) the aggregate amount of Collections
processed in respect of Finance Charge Receivables on such Date of
Processing to be applied in accordance with Section 4.9.
(ii) Deposit into the Principal Account an amount equal to the
product of (A) the Collateral Allocation on the Date of Processing of
such Collections, (B) the Investor Percentage on the Date of
Processing of such Collections and (C) the aggregate amount of
Collections processed in respect of Principal Receivables on such
Date of Processing to be applied first in accordance with Section
4.12 and then in accordance with subsection 4.9(e).
(iii) Deposit into the Principal Account an amount equal to the
product of (A) the Class B Investor Allocation on the Date of
Processing of such Collections, (B) the Investor Percentage on the
Date of Processing of such Collections and (C) the aggregate amount
of Collections processed in respect of Principal Receivables on such
Date of Processing to be applied first in accordance with Section
4.12 and then in accordance with subsection 4.9(e).
(iv) (A) Deposit into the Principal Account an amount equal to
the product of (1) the Class A Investor Allocation on the Date of
Processing of such Collections, (2) the Investor Percentage on the
Date of Processing of such Collections and (3) the aggregate amount
of Collections processed in respect of Principal Receivables on such
Date of Processing; provided, however, that the amount deposited into
the Principal Account pursuant to this subsection 4.5(b)(iv)(A) shall
not exceed the Daily Principal Shortfall, and (B) pay to the Holder
of the Transferor Certificate an amount equal to the excess, if any,
identified in the proviso to clause (A) above; provided, however,
that the amount to be paid to the Holder of the Transferor
Certificate pursuant to this subsection 4.5(b)(iv)(B) with respect to
any Date of Processing shall be paid to the Holder of the Transferor
Certificate only if the Transferor Interest on 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 pursuant to this subsection 4.5(c)(ii)(A) shall not
exceed the sum of the Investor Interest as of the close of business
on the last day of the prior Monthly Period (after taking into
account any payments to be made on the Distribution Date relating to
such prior Monthly Period and deposits and any adjustments to be made
to the Investor Interest to be made on the Transfer Date relating to
such Monthly Period) and any Reallocated Principal Collections
relating to the Monthly Period in which such deposit is made and (B)
pay to the Holder of the Transferor Certificate an amount equal to
the excess, if any, identified in the proviso to clause (A) above;
provided, however, that the amount to be paid to the Holder of the
Transferor Certificate pursuant to this subsection 4.5(c)(ii)(B) with
respect to any Date of Processing shall be paid to the Holder of the
Transferor Certificate only if the Transferor Interest on such Date
of Processing is greater than the Minimum Transferor Interest (after
giving effect to the inclusion in the Trust of all Receivables
created on or prior to such Date of Processing and the application of
payments referred to in subsection 4.3(b)) and otherwise shall be
deposited into the Excess Funding Account.
(d) Limitation on Required Deposits. With respect to the
Investor Certificates, and notwithstanding anything in the Agreement or
this Series Supplement to the contrary, whether or not the Servicer is
required to make monthly or daily deposits from the Collection Account into
the Finance Charge Account or the Principal Account pursuant to subsections
4.5(a), 4.5(b) and 4.5(c), with respect to any Monthly Period (i) the
Servicer will only be required to deposit Collections from the Collection
Account into the Finance Charge Account or the Principal Account in an
amount equal to the lesser of (x) the amount required to be deposited into
any such deposit account pursuant to subsection 4.5(a), 4.5(b) or 4.5(c)
and (y) the amount required to be distributed on or prior to the related
Distribution Date to the Investor Certificateholders and (ii) if at any
time prior to such Distribution Date the amount of Collections deposited in
the Collection Account exceeds the amount required to be deposited pursuant
to clause (i) above, the Servicer will be permitted to withdraw the excess
from the Collection Account. To the extent that, in accordance with this
subsection 4.5(d), the Servicer has retained amounts which would otherwise
be required to be deposited in the Finance Charge Account or the Principal
Account with respect to any Monthly Period, the Servicer shall be required
to deposit such amounts in the Finance Charge Account or the Principal
Account on the related Transfer Date to the extent necessary to make
required distributions to the Investor Certificateholders on the related
Distribution Date, including any amounts which are required to be applied
as Reallocated Principal Collections.
For so long as the Servicer shall (i) satisfy the conditions
specified in the third paragraph of subsection 4.3(a) of the Agreement and
(ii) be making deposits to the Principal Account and Finance Charge Account
on a monthly basis, all requirements herein to deposit amounts on a daily
basis shall be deemed to be satisfied to the extent that the required
monthly deposit is made and all references to amounts on deposit in such
accounts shall be deemed to include amounts which would otherwise have been
deposited therein on a daily basis.
SECTION 4.6 Determination of Monthly Interest.
(a) The amount of monthly interest distributable to the Class A
Certificates shall be an amount equal to the product of (i) (A) a fraction,
the numerator of which is the actual number of days in the related Interest
Period and the denominator of which is 360, times (B) (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 [ ], 1999; provided, further, that in
addition to Class A Monthly Interest an amount equal to the amount of any
unpaid Class A Deficiency Amounts, as defined below, plus an amount equal
to the product of (A) (1) a fraction, the numerator of which is the actual
number of days in the related Interest Period and the denominator of which
is 360, times (2) the sum of the Class A Certificate Rate in effect with
respect to the related Interest Period, plus 2% per annum, and (B) any
Class A Deficiency Amount from the prior Transfer Date, as defined below
(or the portion thereof which has not theretofore been paid to Class A
Certificateholders) (the "Class A Additional Interest") shall also be
distributable to the Class A Certificates, and on such Transfer Date the
Trustee shall deposit such funds, to the extent available, into the
Distribution Account. The "Class A Deficiency Amount" for any Transfer Date
shall be equal to the excess, if any, of the aggregate amount accrued
pursuant to this subsection 4.6(a) as of the prior Interest Period over the
amount actually transferred to the Distribution Account for payment of such
amount.
(b) The amount of monthly interest distributable to the Class B
Certificates shall be an amount equal to the product of (i) (A) a fraction,
the numerator of which is the actual number of days in the related Interest
Period and the denominator of which is 360, times (B) the Class B
Certificate Rate in effect with respect to the related Interest Period and
(ii) the outstanding principal balance of the Class B Certificates
determined as of the close of business on the Distribution Date preceding
the related Transfer Date (after giving effect to all of the transactions
occurring on such date) (the "Class B Monthly Interest"); provided,
however, that with respect to the first Distribution Date, Class B Monthly
Interest will include accrued interest at the Class B Certificate Rate from
the Closing Date through [ ], 1999; provided, further, that in addition to
the Class B Monthly Interest an amount equal to the amount of any unpaid
Class B Deficiency Amounts, as defined below, plus an amount equal to the
product of (A) (1) a fraction, the numerator of which is the actual number
of days in the related Interest Period and the denominator of which is 360,
times (2) the sum of the Class B Certificate Rate in effect with respect to
the related Interest Period, plus 2% per annum, and (B) any Class B
Deficiency Amount from the prior Transfer Date, as defined below (or the
portion thereof which has not theretofore been paid to Class B
Certificateholders) (the "Class B Additional Interest") shall also be
distributable to the Class B Certificates, and on such Transfer Date the
Trustee shall deposit such funds, to the extent available, into the
Distribution Account. The "Class B Deficiency Amount" for any Transfer Date
shall be equal to the excess, if any, of the aggregate amount accrued
pursuant to this subsection 4.6(b) as of the prior Interest Period over the
amount actually transferred to the Distribution Account for payment of such
amount.
(c) The amount of monthly interest distributable to the
Collateral Interest, which shall be an amount equal to the 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").
SECTION 4.7 Determination of Monthly Principal.
(a) The amount of monthly principal distributable from the
Principal Account with respect to the Class A Certificates on each Transfer
Date ("Class A Monthly Principal"), beginning with the Transfer Date in the
month following the month in which the Controlled Accumulation Period or,
if earlier, the Rapid Amortization Period, begins, shall be equal to the
least of (i) the Available Investor Principal Collections on deposit in the
Principal Account with respect to such Transfer Date, (ii) for each
Transfer Date with respect to the Controlled Accumulation Period prior to
the Class A Scheduled Payment Date, the Controlled Deposit Amount for such
Transfer Date and (iii) the Class A Adjusted Investor Interest on such
Transfer Date prior to any deposit into the Principal Funding Account to be
made on such day.
(b) The amount of monthly principal distributable from the
Principal Account with respect to the Class B Certificates on each Transfer
Date (the "Class B Monthly Principal"), for the Controlled Accumulation
Period, beginning with the Transfer Date following the Monthly Period in
which the Class A Investor Interest has been paid in full, and during the
Rapid Amortization Period, beginning with the Transfer Date immediately
preceding the Distribution Date on which the Class A Investor Interest has
been paid in full, shall be an amount equal to the lesser of (i) the
Available Investor Principal Collections on deposit in the Principal
Account with respect to such Transfer Date (minus the portion of such
Available Investor Principal Collections applied to Class A Monthly
Principal on such Transfer Date) and (ii) the Class B Investor Interest
(after taking into account any adjustments to be made on such Transfer Date
pursuant to Sections 4.10 and 4.12) on such Transfer Date.
(c) The amount of monthly principal (the "Collateral Monthly
Principal") distributable from the Principal Account with respect to the
Collateral Interest on each Transfer Date shall be (A) during the Revolving
Period following any reduction of the Required Collateral Interest pursuant
to clause (z) of the proviso in the definition thereof an amount equal to
the lesser of (1) the excess, if any, of the Collateral Interest (after
taking into account any adjustments to be made on such Transfer Date
pursuant to Sections 4.10 and 4.12) over the Required Collateral Interest
on such Transfer Date and (2) the Available Investor Principal Collections
on such Transfer Date or (B) during the Controlled Accumulation Period or
Rapid Amortization Period, an amount equal to the lesser of (1) the excess,
if any, of the Collateral Interest (after taking into account any
adjustments to be made on such Transfer Date pursuant to Sections 4.10 and
4.12) over the Required Collateral Interest on such Transfer Date and (2)
the excess, if any, of (i) the Available Investor Principal Collections on
such Transfer Date over (ii) the sum of the Class A Monthly Principal and
the Class B Monthly Principal for such Transfer Date.
SECTION 4.8 Coverage of Required Amount. (a) On or before each
Transfer Date, the Servicer shall determine the amount (the "Class A
Required Amount"), if any, by which the sum of (i) the Class A Monthly
Interest for such Transfer Date, plus (ii) the Class A Deficiency Amount,
if any, for such Transfer Date, plus (iii) the Class A Additional Interest,
if any, for such Transfer Date, plus (iv) the Class A Servicing Fee for the
prior Monthly Period plus (v) the Class A Servicing Fee, if any, due but
not paid on any prior Transfer Date, plus (vi) the Class A Investor Default
Amount, if any, for the prior Monthly Period, exceeds the Class A Available
Funds for the related Monthly Period.
(b) On or before each Transfer Date, the Servicer shall also
determine the amount (the "Class B Required Amount"), if any, equal to the
sum of (i) the amount, if any, by which the sum of (A) the Class B Monthly
Interest for such Transfer Date, plus (B) the Class B Deficiency Amount, if
any, for such Transfer Date plus (C) the Class B Additional Interest, if
any, for such Transfer Date, plus (D) the Class B Servicing Fee for the
prior Monthly Period plus (E) the Class B Servicing Fee, if any, due but
not paid on any prior Transfer Date, exceeds the Class B Available Funds
for the related Monthly Period plus (ii) the Class B Investor Default
Amount, if any, for the prior Monthly Period.
(c) In the event that the sum of the Class A Required Amount
and the Class B Required Amount for such Transfer Date is 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-[ ]
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-[ ] 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-[ ] available to fund the Class B Required Amount pursuant to
subsection 4.11(c), the Collections of Principal Receivables allocable to
the Collateral Interest (after application to the Class A Required Amount)
shall be applied as specified in Section 4.12; provided, however, that the
sum of any payments pursuant to this paragraph shall not exceed the sum of
the Class A Required Amount and Class B Required Amount.
SECTION 4.9 Monthly Payments. On or before each Transfer Date,
the Servicer shall instruct the Trustee in writing (which writing shall be
substantially in the form of Exhibit B hereto) to withdraw and the Trustee,
acting in accordance with such instructions, shall withdraw on such
Transfer Date or the related Distribution Date, as applicable, to the
extent of available funds, the amounts required to be withdrawn from the
Finance Charge Account, the Principal Account, the Principal Funding
Account and the Distribution Account as follows:
(a) An amount equal to the Class A Available Funds deposited
into the Finance Charge Account for the related Monthly Period shall be
distributed on each Transfer Date in the following
priority:
(i) an amount equal to Class A Monthly Interest for such
Transfer Date, plus the amount of any Class A Deficiency Amount for
such Transfer Date, plus the amount of any Class A Additional
Interest for such Transfer Date, shall be deposited by the Servicer
or the Trustee into the Distribution Account;
(ii) an amount equal to the Class A Servicing Fee for such
Transfer Date plus the amount of any Class A Servicing Fee due but
not paid to the Servicer on any prior Transfer Date shall be
distributed to the Servicer;
(iii) an amount equal to the Class A Investor Default Amount,
if any, for the preceding Monthly Period shall be treated as a
portion of Investor Principal Collections and deposited into the
Principal Account on such Transfer Date; and
(iv) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed as set forth in Section 4.11.
(b) An amount equal to the Class B Available Funds deposited
into the Finance Charge Account for the related Monthly Period shall be
distributed on each Transfer Date in the following priority:
(i) an amount equal to the Class B Monthly Interest for such
Transfer Date, plus the amount of any Class B Deficiency Amount for
such Transfer Date, plus the amount of any Class B Additional
Interest for such Transfer Date, shall be deposited by the Servicer
or the Trustee into the Distribution Account;
(ii) an amount equal to the Class B Servicing Fee for such
Transfer Date, plus the amount of any Class B Servicing Fee due but
not paid to the Servicer on any prior Transfer Date for such Transfer
Date shall be distributed to the Servicer; and
(iii) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed as set forth in Section 4.11.
(c) An amount equal to the Collateral Available Funds deposited
into the Finance Charge Account for the related Monthly Period shall be
distributed on each Transfer Date in the following priority:
(i) if none of the Transferor, an Affiliate thereof or the
Trustee is the Servicer, an amount equal to the Collateral Interest
Servicing Fee for such Transfer Date plus the amount of any
Collateral Interest Servicing Fee due but not paid to the Servicer on
any prior Transfer Date shall be distributed to the Servicer; and
(ii) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed as set forth in Section 4.11.
(d) During the Revolving Period, an amount equal to the
Available Investor Principal Collections deposited into the Principal
Account for the related Monthly Period shall be distributed on each
Transfer Date in the following priority:
(i) an amount equal to the Collateral Monthly Principal for
such Transfer Date shall be distributed to the Collateral Interest
Holder in accordance with the Loan Agreement;
(ii) an amount equal to the lesser of (A) the product of (1) a
fraction, the numerator of which is equal to the Available Investor
Principal Collections remaining after the application specified in
subsection 4.9(d)(i) above and the denominator of which is equal to
the sum of the Available Investor Principal Collections available for
sharing as specified in the related Supplement for each Series and
(2) the Cumulative Series Principal Shortfall and (B) Available
Investor Principal Collections, shall remain in the Principal Account
to be treated as Shared Principal Collections and applied to Series
other than this Series 1999-[ ]; and
(iii) an amount equal to the excess, if any, of (A) the
Available Investor Principal Collections for such Transfer Date over
(B) the applications specified in subsections 4.9(d)(i) and (ii)
above shall be paid to the Holder of the Transferor Certificate;
provided, however, that the amount to be paid to the Holder of the
Transferor Certificate pursuant to this subsection 4.9(d)(iii) with
respect to such Transfer Date shall be paid to the Holder of the
Transferor Certificate only if the Transferor Interest on such Date
of Processing is greater than the Minimum Transferor Interest (after
giving effect to the inclusion in the Trust of all Receivables
created on or prior to such Transfer Date and the application of
payments referred to in subsection 4.3(b)) and otherwise deposited
into the Excess Funding Account.
(e) During the Controlled Accumulation Period or the Rapid
Amortization Period, an amount equal to the Available Investor Principal
Collections deposited into the Principal Account for the related Monthly
Period shall be distributed on each Transfer Date in the following
priority:
(i) an amount equal to the Class A Monthly Principal for such
Transfer Date, shall be (A) during the Controlled Accumulation
Period, deposited into the Principal Funding Account, and (B) during
the Rapid Amortization Period, deposited into the Distribution
Account;
(ii) after giving effect to the distribution referred to in
clause (i) above, an amount equal to the Class B Monthly Principal,
shall be deposited into the Distribution Account;
(iii) for each Transfer Date (other than the Transfer Date
immediately preceding the Series 1999-[ ] Termination Date, in which
case on the Series 1999-[ ] 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-[ ];
and
(v) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections over (B) the applications specified in
subsections 4.9(e)(i) through (iv) above shall be paid to the Holder
of the Transferor Certificate; provided, however, that the amount to
be paid to the Holder of the Transferor Certificate pursuant to this
subsection 4.9(e)(v) with respect to such Transfer Date shall be paid
to the Holder of the Transferor Certificate only if the Transferor
Interest on such Date of Processing is greater than the Minimum
Transferor Interest (after giving effect to the inclusion in the
Trust of all Receivables created on or prior to such Transfer Date
and the application of payments referred to in subsection 4.3(b)) and
otherwise shall be deposited into the Excess Funding Account.
(f) on the earlier to occur of (i) the first Transfer Date with
respect to the Rapid Amortization Period and (ii) the Transfer Date
immediately preceding the Class A Scheduled Payment Date, the Trustee,
acting in accordance with instructions from the Servicer, shall withdraw
from the Principal Funding Account and deposit in the Distribution Account
the amount on deposit in the Principal Funding Account.
(g) On each Distribution Date, the Trustee shall pay in
accordance with subsection 5.1(a) to the Class A Certificateholders from
the Distribution Account, the amount deposited into the Distribution
Account pursuant to subsection 4.9(a)(i) on the preceding Transfer Date and
(b) to the Class B Certificateholders from the Distribution Account, the
amount deposited into the Distribution Account pursuant to subsection
4.9(b)(i) on the preceding Transfer Date.
(h) On the earlier to occur of (i) the first Distribution Date
with respect to the Rapid Amortization Period and (ii) the Class A
Scheduled Payment Date and on each Distribution Date thereafter, the
Trustee, acting in accordance with instructions from the Servicer, shall
pay in accordance with Section 5.1 from the Distribution Account the amount
so deposited into the Distribution Account pursuant to subsections 4.9(e)
and (f) on the related Transfer Date in the following priority:
(i) an amount equal to the lesser of such amount on deposit in
the Distribution Account and the Class A Investor Interest shall be
paid to the Class A Certificateholders; and
(ii) for each Distribution Date with respect to the Rapid
Amortization Period and on the Class B Scheduled 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 [ ]; provided, however, that, if the
Accumulation Period Length (determined as described below) is less than 12
months, the date on which the Controlled Accumulation Period actually
commences will be delayed to the first Business Day of the month that is
the number of whole months prior to the Class A Scheduled Payment Date at
least equal to the Accumulation Period Length and, as a result, the number
of Monthly Periods in the Controlled Accumulation Period will at least
equal the Accumulation Period Length. On the [ ] Determination Date, and
each Determination Date thereafter until the Controlled Accumulation Period
begins, the Servicer will determine the "Accumulation Period Length" which
will equal the number of whole months such that the sum of the Accumulation
Period Factors for each month during such period will be equal to or
greater than the Required Accumulation Factor Number; provided, however,
that the Accumulation Period Length will not be determined to be less than
one month.
SECTION 4.10 Investor Charge-Offs.
(a) On or before each Transfer Date, the Servicer shall
calculate the Class A Investor Default Amount. If on any Transfer Date, the
Class A Investor Default Amount for the prior Monthly Period exceeds the
sum of the amount allocated with respect thereto pursuant to subsection
4.9(a)(iii), subsection 4.11(a) and Section 4.12 with respect to such
Monthly Period, the Collateral Interest (after giving effect to reductions
for any Collateral Charge-offs and any Reallocated Principal Collections on
such Transfer Date) will be reduced by the amount of such excess, but not
by more than the lesser of the Class A Investor Default Amount and the
Collateral Interest (after giving effect to reductions for any Collateral
Charge-Offs and any Reallocated Principal Collections on such Transfer
Date) for such Transfer Date. In the event that such reduction would cause
the Collateral Interest to be a negative number, the Collateral Interest
will be reduced to zero, and the Class B Investor Interest (after giving
effect to reductions for any Class B Investor Charge-Offs and any
Reallocated Class B Principal Collections on such Transfer Date) will be
reduced by the amount by which the Collateral Interest would have been
reduced below zero. In the event that such reduction would cause the Class
B Investor Interest to be a negative number, the Class B Investor Interest
will be reduced to zero, and the Class A Investor Interest will be reduced
by the amount by which the Class B Investor Interest would have been
reduced below zero, but not by more than the Class A Investor Default
Amount for such Transfer Date (a "Class A Investor Charge-Off"). If the
Class A Investor Interest has been reduced by the amount of any Class A
Investor Charge-Offs, it will be reimbursed on any Transfer Date (but not
by an amount in excess of the aggregate Class A Investor Charge-Offs) by
the amount of Excess Spread and Shared Excess Finance Charge Collections
allocable to Series 1999-[ ] 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-[ ] and Reallocated Collateral Principal
Collections which are allocated and available to fund such amount pursuant
to subsection 4.11(c) and Section 4.12, the Collateral Interest (after
giving effect to reductions for any Collateral Charge-Offs and any
Reallocated Principal Collections on such Transfer Date and any adjustments
with respect thereto as described in subsection 4.10(a) above) will be
reduced by the amount of such excess but not by more than the lesser of the
Class B Investor Default Amount and the Collateral Interest (after giving
effect to reductions for any Collateral Charge- Offs and any Reallocated
Principal Collections on such Transfer Date and any adjustments with
respect thereto as described in subsection 4.10(a) above) for such Transfer
Date. In the event that such reduction would cause the Collateral Interest
to be a negative number, the Collateral Interest shall be reduced to zero
and the Class B Investor Interest shall be reduced by the amount by which
the Collateral Interest would have been reduced below zero, but not by more
than the Class B Investor Default Amount for such Transfer Date (a "Class B
Investor Charge-Off"). The Class B Investor Interest will also be reduced
by the amount of Reallocated Class B Principal Collections in excess of the
Collateral Interest pursuant to Section 4.12 and the amount of any portion
of the Class B Investor Interest allocated to the Class A Certificates to
avoid a reduction in the Class A Investor Interest pursuant to subsection
4.10(a) above. The Class B Investor Interest will thereafter be reimbursed
(but not to an amount in excess of the unpaid principal balance of the
Class B Certificates) on any Transfer Date by the amount of Excess Spread
and Shared Excess Finance Charge Collections allocable to Series 1999-[ ]
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- [ ] 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-[ ] allocated and available for that
purpose as described under subsection 4.11(h).
SECTION 4.11 Excess Spread. On or before each Transfer Date,
the Servicer shall instruct the Trustee in writing (which writing shall be
substantially in the form of Exhibit B hereto) to apply Excess Spread with
respect to the related Monthly Period to make the following distributions
on each Transfer Date in the following priority:
(a) an amount equal to the Class A Required Amount, if any,
with respect to such Transfer Date shall be used to fund the Class A
Required Amount and be applied in accordance with, and in the priority set
forth in, subsection 4.9(a);
(b) an amount equal to the aggregate amount of Class A Investor
Charge-Offs which have not been previously reimbursed shall be treated as a
portion of Investor Principal Collections and deposited into the Principal
Account on such Transfer Date;
(c) an amount equal to the Class B Required Amount, if any,
with respect to such Transfer Date shall be used to fund the Class B
Required Amount and be applied first in accordance with, and in the
priority set forth in, subsection 4.9(b) and then any remaining amount
available to pay the Class B Investor Default Amount shall be treated as a
portion of Investor Principal Collections and deposited into the Principal
Account on such Transfer Date;
(d) an amount equal to the aggregate amount by which the Class
B Investor Interest has been reduced below the initial Class B Investor
Interest for reasons other than the payment of principal to the Class B
Certificateholders (but not in excess of the aggregate amount of such
reductions which have not been previously reimbursed) shall be treated as a
portion of Investor Principal Collections and deposited into the Principal
Account on such Transfer Date;
(e) an amount equal to the Collateral Monthly Interest plus the
amount of any past due Collateral Monthly Interest for such Transfer Date
shall be paid to the Collateral Interest Holder in accordance with the Loan
Agreement;
(f) an amount equal to the aggregate amount of accrued but
unpaid Collateral Interest Servicing Fees shall be paid to the Servicer;
(g) an amount equal to the Collateral Default Amount, if any,
for the prior Monthly Period shall be treated as a portion of Investor
Principal Collections and deposited into the Principal Account on such
Transfer Date;
(h) an amount equal to the aggregate amount by which the
Collateral Interest has been reduced below the Required Collateral Interest
for reasons other than the payment of principal to the Collateral Interest
Holder (but not in excess of the aggregate amount of such reductions which
have not been previously reimbursed) shall be treated as a portion of
Investor Principal Collections and deposited into the Principal Account on
such Transfer Date;
(i) on each Transfer Date from and after the Reserve Account
Funding Date, but prior to the date on which the Reserve Account terminates
as described in Section 4.15(f), an amount up to the excess, if any, of the
Required Reserve Account Amount over the Available Reserve Account Amount
shall be deposited into the Reserve Account;
(j) an amount equal to the amounts determined to be payable
pursuant to subsections 2.11(a)(i) (to the extent not paid pursuant to
subsection 4.11(e)), 2.11(a)(ii) and 2.11(a)(iii) of the Loan Agreement
shall be paid to the Collateral Interest Holder; and
(k) the balance, if any, after giving effect to the payments
made pursuant to subparagraphs (a) through (j) above shall constitute
"Shared Excess Finance Charge Collections" with respect to other Series in
Group One.
To the extent of the Finance Charge Shortfall, if any,
following the application on each Transfer Date of 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-[ ] in the priority set forth above.
SECTION 4.12 Reallocated Principal Collections. On or before
each Transfer Date, the Servicer shall instruct the Trustee in writing
(which writing shall be substantially in the form of Exhibit B hereto) to
withdraw from the Principal Account and apply Reallocated Principal
Collections (applying all Reallocated Collateral Principal Collections in
accordance with subsections 4.12(a) and (b) prior to applying any
Reallocated Class B Principal Collections in accordance with subsection
4.12(a) for any amounts still owing after the application of Reallocated
Collateral Principal Collections) with respect to such Transfer Date, to
make the following distributions on each Transfer Date in the following
priority:
(a) an amount equal to the excess, if any, of (i) the Class A
Required Amount, if any, with respect to such Transfer Date over (ii) the
amount of Excess Spread with respect to the related Monthly Period, shall
be applied pursuant to the priority set forth in subsection 4.9(a); and
(b) an amount equal to the excess, if any, of (i) the Class B
Required Amount, if any, with respect to such Transfer Date over (ii) the
amount of Excess Spread allocated and available to the Class B Certificates
pursuant to subsection 4.11(c) on such Transfer Date shall be applied first
pursuant to the priority set forth in subsection 4.9(b) and then pursuant
to subsection 4.11(c).
(c) On each Transfer Date, the Collateral Interest shall be
reduced by the amount of Reallocated Collateral Principal Collections and
by the amount of Reallocated Class B Principal Collections for such
Transfer Date. In the event that such reduction would cause the Collateral
Interest (after giving effect to any Collateral Charge-Offs for such
Transfer Date) to be a negative number, the Collateral Interest (after
giving effect to any Collateral Charge-Offs for such Transfer Date) shall
be reduced to zero and the Class B Investor Interest shall be reduced by
the amount by which the Collateral Interest would have been reduced below
zero. In the event that the reallocation of Reallocated Principal
Collections would cause the Class B Investor Interest (after giving effect
to any Class B Investor Charge-Offs for such Transfer Date) to be a
negative number on any Transfer Date, Reallocated Principal Collections
shall be reallocated on such Transfer Date in an aggregate amount not to
exceed the amount which would cause the Class B Investor Interest (after
giving effect to any Class B Investor Charge-Offs for such Transfer Date)
to be reduced to zero.
SECTION 4.13 Shared Principal Collections.
(a) The portion of Shared Principal Collections on deposit in
the Principal Account equal to the amount of Shared Principal Collections
allocable to Series 1999-[ ] 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-[ ]
with respect to any Transfer Date shall mean an amount equal to the Series
Principal Shortfall, if any, with respect to Series 1999-[ ] 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-[ ] 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-[ ] for such
Transfer Date and the denominator of which is the aggregate amount of
Cumulative Series Principal Shortfall for all Series for such Transfer
Date.
SECTION 4.14 Principal Funding Account.
(a) The Trustee shall establish and maintain, in the name of
the Trust, on behalf of the Trust, for the benefit of the Investor
Certificateholders, an Eligible Deposit Account (the "Principal Funding
Account"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Investor
Certificateholders. The Trustee shall possess all right, title and interest
in all funds on deposit from time to time in the Principal Funding Account
and in all proceeds thereof. The Principal Funding Account shall be under
the sole dominion and control of the Trustee for the benefit of the
Investor Certificateholders. If at any time the Principal Funding Account
ceases to be an Eligible Deposit Account, the Transferor shall notify the
Trustee, and the Trustee upon being notified (or the Servicer on its
behalf) shall, within 10 Business Days, establish a new Principal Funding
Account meeting the conditions specified in the definition of Eligible
Deposit Account, and shall transfer any cash or any investments to such new
Principal Funding Account. The Trustee, at the direction of the Servicer,
shall (i) make withdrawals from the Principal Funding Account from time to
time, in the amounts and for the purposes set forth in this Series
Supplement, and (ii) on each Transfer Date (from and after the commencement
of the Controlled Accumulation Period) prior to termination of the
Principal Funding Account make a deposit into the Principal Funding Account
in the amount specified in, and otherwise in accordance with, subsection
4.9(e).
(b) Funds on deposit in the Principal Funding Account shall be
invested at the direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Principal Funding Account on any
Transfer Date, after giving effect to any withdrawals from the Principal
Funding Account on such Transfer Date, shall be invested in such
investments that will mature so that such funds will be available for
withdrawal on or prior to the next succeeding Transfer Date. The Trustee
shall maintain for the benefit of the Investor Certificateholders
possession of the negotiable instruments or securities, if any, evidencing
such Permitted Investments. No Permitted Investment shall be disposed of
prior to its maturity.
On the Transfer Date occurring in the month following the
commencement of the Controlled Accumulation Period and on each Transfer
Date thereafter with respect to the Controlled Accumulation Period, the
Trustee, acting at the Servicer's direction given on or before such
Transfer Date, shall transfer from the Principal Funding Account to the
Finance Charge Account the Principal Funding Investment Proceeds on deposit
in the Principal Funding Account, but not in excess of the Covered Amount,
for application as Class A Available Funds applied pursuant to subsection
4.9(a)(i).
Any Excess Principal Funding Investment Proceeds shall be paid
to the Transferor on each Transfer Date. An amount equal to any Principal
Funding Investment Shortfall shall be deposited in the Finance Charge
Account on each Transfer Date from the Reserve Account to the extent funds
are available pursuant to subsection 4.15(d). Principal Funding Investment
Proceeds (including reinvested interest) shall not be considered part of
the amounts on deposit in the Principal Funding Account for purposes of
this Series Supplement.
SECTION 4.15 Reserve Account.
(a) The Trustee shall establish and maintain, on behalf of the
Trust, for the benefit of the Investor Certificateholders, an Eligible
Deposit Account (the "Reserve Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Investor Certificateholders. The Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the Reserve Account
and in all proceeds thereof. The Reserve Account shall be under the sole
dominion and control of the Trustee for the benefit of the Investor
Certificateholders. If at any time the Reserve Account ceases to be an
Eligible Deposit Account, the Transferor shall notify the Trustee, and the
Trustee upon being notified (or the Servicer on its behalf) shall, within
10 Business Days, establish a new Reserve Account meeting the conditions
specified in the definition of Eligible Deposit Account, and shall transfer
any cash or any investments to such new Reserve Account. The Trustee, at
the direction of the Servicer, shall (i) make withdrawals from the Reserve
Account from time to time in an amount up to the Available Reserve Account
Amount at such time, for the purposes set forth in this Series Supplement,
and (ii) on each Transfer Date (from and after the Reserve Account Funding
Date) prior to termination of the Reserve Account make a deposit into the
Reserve Account in the amount specified in, and otherwise in accordance
with, subsection 4.11(i).
(b) Funds on deposit in the Reserve Account shall be invested
at the direction of the Servicer by the Trustee in Permitted Investments.
Funds on deposit in the Reserve Account on any Transfer Date, after giving
effect to any withdrawals from the Reserve Account on such Transfer Date,
shall be invested in such investments that will mature so that such funds
will be available for withdrawal on or prior to the next succeeding
Transfer Date. The Trustee shall maintain for the benefit of the Investor
Certificateholders possession of the negotiable instruments or securities,
if any, evidencing such Permitted Investments. No Permitted Investment
shall be disposed of prior to its maturity. On each Transfer Date, all
interest and earnings (net of losses and investment expenses) accrued since
the preceding Transfer Date on funds on deposit in the Reserve Account
shall be retained in the Reserve Account (to the extent that the Available
Reserve Account Amount is less than the Required Reserve Account Amount)
and the balance, if any, shall be deposited into the Finance Charge Account
and included in Class A Available Funds for such Transfer Date. For
purposes of determining the availability of funds or the balance in the
Reserve Account for any reason under this Series Supplement, except as
otherwise provided in the preceding sentence, investment earnings on such
funds shall be deemed not to be available or on deposit.
(c) On or before each Transfer Date with respect to the
Controlled Accumulation Period prior to the payment in full of the Class A
Investor Interest and on or before the first Transfer Date with respect to
the Rapid Amortization Period, the Servicer shall calculate the "Reserve
Draw Amount" which shall be equal to the Principal Funding Investment
Shortfall with respect to each Transfer Date with respect to the Controlled
Accumulation Period or the first Transfer Date with respect to the Rapid
Amortization Period; provided, however, that such amount will be reduced to
the extent that funds otherwise would be available for deposit in the
Reserve Account under Section 4.11(i) with respect to such Transfer Date.
(d) In the event that for any Transfer Date the Reserve Draw
Amount is greater than zero, the Reserve Draw Amount, up to the Available
Reserve Account Amount, shall be withdrawn from the Reserve Account on such
Transfer Date by the Trustee (acting in accordance with the instructions of
the Servicer), deposited into the Finance Charge Account and included in
Class A Available Funds for such Transfer Date.
(e) In the event that the Reserve Account Surplus on any
Transfer Date, after giving effect to all deposits to and withdrawals from
the Reserve Account with respect to such Transfer Date, is greater than
zero, the Trustee, acting in accordance with the instructions of the
Servicer, shall withdraw from the Reserve Account, and pay in accordance
with the Loan Agreement, an amount equal to such Reserve Account Surplus.
(f) Upon the earliest to occur of (i) the termination of the
Trust pursuant to Article XII of the Agreement, (ii) if the Controlled
Accumulation Period has not commenced, the first Transfer Date relating to
the Rapid Amortization Period and (iii) 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-[ ] Certificateholders that are
payable from the Reserve Account as provided herein, shall withdraw from
the Reserve Account and pay in accordance with the Loan Agreement, all
amounts, if any, on deposit in the Reserve Account and the Reserve Account
shall be deemed to have terminated for purposes of this Series Supplement.
SECTION 4.16 Determination of LIBOR.
(a) On each LIBOR Determination Date, the Trustee shall
determine LIBOR on the basis of the rate for deposits in United States
dollars for a period equal to the relevant Interest Period (except that,
for the purpose of determining LIBOR, the initial Interest Period shall be
one month) which appears on Telerate Page 3750 as of 11:00 a.m., London
time, on such date. If such rate does not appear on Telerate Page 3750, the
rate for that LIBOR Determination Date shall be determined on the basis of
the rates at which deposits in United States dollars are offered by the
Reference Banks at approximately 11:00 a.m., London time, on that day to
prime banks in the London interbank market for a period equal to the
relevant Interest Period. The Trustee shall request the principal London
office of each of the Reference Banks to provide a quotation of its rate.
If at least two such quotations are provided, the rate for that LIBOR
Determination Date shall be the arithmetic mean of the quotations. If fewer
than two quotations are provided as requested, the rate for that LIBOR
Determination Date will be the arithmetic mean of the rates quoted by major
banks in New York City, selected by the Servicer, at approximately 11:00
a.m., New York City time, on that day for loans in United States dollars to
leading European banks for a period equal to the relevant Interest Period.
(b) The Trustee shall provide the Class A Certificate Rate and
the Class B Certificate Rate applicable to the then current and immediately
preceding Interest Periods to any 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-[ ] Certificateholders on
each Distribution Date. The Servicer shall, upon request of the Trustee,
promptly provide the Trustee with all information necessary to allow the
Trustee to make such payment, deposit or withdrawal. Such funds or the
proceeds of such withdrawal shall be applied by the Trustee in the manner
in which such payment or deposit should have been made by the Transferor or
the Servicer, as the case may be.
SECTION 8. Article V of the Agreement. Article V of the
Agreement shall read in its entirety as follows and shall be applicable
only to the Investor Certificateholders:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
SECTION 5.1 Distributions. (a) On each Distribution Date, the
Trustee shall distribute (in accordance with the certificate delivered on
or before the related Transfer Date by the Servicer to the Trustee pursuant
to subsection 3.4(b)) to each Class A Certificateholder of record on the
immediately preceding Record Date (other than as provided in subsection
2.4(e) or Section 12.3 respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate Undivided
Interests represented by Class A Certificates held by such
Certificateholder) of amounts on deposit in the Distribution Account as are
payable to the Class A Certificateholders pursuant to Section 4.9 by check
mailed to each Class A Certificateholder (at such Certificateholder's
address as it appears in the Certificate Register), except that with
respect to Class A Certificates registered in the name of the nominee of a
Clearing Agency, such distribution shall be made in immediately available
funds.
(b) On each Distribution Date, the Trustee shall distribute (in
accordance with the certificate delivered on or before the related Transfer
Date by the Servicer to the Trustee pursuant to subsection 3.4(b)) to each
Class B Certificateholder of record on the immediately preceding Record
Date (other than as provided in subsection 2.4(e) or Section 12.3
respecting a final distribution) such Certificateholder's pro rata share
(based on the aggregate Undivided Interests represented by Class B
Certificates held by such Certificateholder) of amounts on deposit in the
Distribution Account as are payable to the Class B Certificateholders
pursuant to Section 4.9 by check mailed to each Class B Certificateholder
(at such Certificateholder's address as it appears in the Certificate
Register), except that with respect to Class B Certificates registered in
the name of the nominee of a Clearing Agency, such distribution shall be
made in immediately available funds.
SECTION 5.2 Monthly Series 1999-[ ] Certificateholders'
Statement.
(a) On or before each Distribution Date, the Trustee shall
forward to each Series 1999- [ ] Certificateholder, each Rating Agency and
the Collateral Interest Holder a statement substantially in the form of
Exhibit C to this Series Supplement prepared by the Servicer, delivered to
the Trustee and setting forth, among other things, the following
information (which, in the case of subclauses (i) and (ii) below, shall be
stated on the basis of an original principal amount of $1,000 per
Certificate and, in the case of subclauses (viii) and (ix) shall be stated
on an aggregate basis and on the basis of an original principal amount of
$1,000 per Certificate, as applicable):
(i) the amount of the current distribution allocable to Class A
Monthly Principal, Class B Monthly Principal and Collateral Monthly
Principal, respectively;
(ii) the amount of the current distribution allocable to Class
A Monthly Interest, Class A Deficiency Amounts, Class A Additional
Interest, Class B Monthly Interest, Class B Deficiency Amounts, Class
B Additional Interest and Collateral Monthly Interest, and any
accrued and unpaid Collateral Monthly Interest, respectively;
(iii) the amount of Collections of Principal Receivables
processed during the related Monthly Period and allocated in respect
of the Class A Certificates, the Class B Certificates and the
Collateral Interest, respectively;
(iv) the amount of Collections of Finance Charge Receivables
processed during the related Monthly Period and allocated in respect
of the Class A Certificates, the Class B Certificates and the
Collateral Interest, respectively;
(v) the aggregate amount of Principal Receivables, the Investor
Interest, the Adjusted Investor Interest, the Class A Investor
Interest, the Class A Adjusted Investor Interest, the Class B
Investor Interest, the Collateral Interest, the Floating Investor
Percentage, the Class A Floating Allocation, the Class B Floating
Allocation, the Collateral Floating Allocation and the Fixed Investor
Percentage, Class A Fixed Allocation, the Class B Fixed Allocation
and the Collateral Fixed Allocation with respect to the Principal
Receivables in the Trust as of the close of business on the
Distribution Date preceding such Transfer Date (after giving effect
to all of the transactions occurring on such date);
(vi) the aggregate outstanding balance of Accounts which were
30 to 59, 60 to 89, and 90 or more days delinquent as of the end of
the day on the Record Date;
(vii) the Aggregate Investor Default Amount, the
Class A Investor Default Amount, the Class B Investor Default Amount
and the Collateral Default Amount for the related Monthly Period;
(viii) the aggregate amount of Class A Investor Charge-Offs,
Class B Investor Charge-Offs and Collateral Charge-Offs for the
related Monthly Period;
(ix) the aggregate amount of Class A Investor Charge-Offs,
Class B Investor Charge-Offs and Collateral Charge-Offs reimbursed
on the Transfer Date immediately preceding such Distribution Date;
(x) the amount of the Class A Servicing Fee, the Class B
Servicing Fee and the Collateral Servicing Fee for the related
Monthly Period;
(xi) the Portfolio Yield for the preceding Monthly Period;
(xii) the amount of Reallocated Collateral Principal
Collections and Reallocated Class B Principal Collections with
respect to such Distribution Date;
(xiii) the Class B Investor Interest and the Collateral
Interest as of the close of business on such Distribution Date;
(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-[ ] Certificateholder, a
statement prepared by the Servicer containing the information required to
be contained in the regular monthly report to Series 1999-[ ]
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-[ ] Certificateholder, together with
such other customary information (consistent with the treatment of the
Certificates as debt) as the Servicer deems necessary or desirable to
enable the Series 1999-[ ] 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-[ ] 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-[ ]
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-[ ], and continues to
affect materially and adversely the interests of the Series 1999-[ ]
Certificateholders (which determination shall be made without reference to
the amount of the Collateral Interest) for such period;
(b) any representation or warranty made by the Transferor in
the Agreement or this Series Supplement, or any information contained in a
computer file or microfiche list required to be delivered by the Transferor
pursuant to Section 2.1 or 2.6, (i) shall prove to have been incorrect in
any material respect when made or when delivered, which continues to be
incorrect in any material respect for a period of 60 days after the date on
which written notice of such failure, requiring the same to be remedied,
shall have been given to the Transferor by the Trustee, or to the
Transferor and the Trustee by the Holders of Investor Certificates
evidencing Undivided Interests aggregating not less than 50% of the
Investor Interest of this Series 1999-[ ], and (ii) as a result of which
the interests of the Series 1999-[ ] Certificateholders are materially and
adversely affected (which determination shall be made without reference to
the amount of the Collateral Interest) and continue to be materially and
adversely affected for such period; provided, however, that a Series 1999-[
] Pay Out Event pursuant to this subsection 9(b) hereof shall not be deemed
to have occurred hereunder if the Transferor has accepted reassignment of
the related Receivable, or all of such Receivables, if applicable, during
such period in accordance with the provisions of the Agreement;
(c) the average Portfolio Yield for any three consecutive
Monthly Periods is reduced to a rate which is less than the average Base
Rate for such period;
(d) the Transferor shall fail to convey Receivables arising
under Additional Accounts, or Participations, to the Trust, as required by
subsection 2.6(a);
(e) any Servicer Default shall occur which would have a
material adverse effect on the Series 1999-[ ] Certificateholders; or
(f) the Class A Investor Interest shall not be paid in full on
the Class A Scheduled Payment Date or the Class B Investor Interest shall
not be paid in full on the Class B Scheduled Payment Date;
then, in the case of any event described in subsection 9(a), (b) or (e)
hereof, after the applicable grace period set forth in such subparagraphs,
either the Trustee or Holders of Investor Certificates and the Collateral
Interest Holder evidencing Undivided Interests aggregating not less than
50% of the Investor Interest of this Series 1999-[ ] 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-[ ] 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-[ ] Pay Out Event shall occur without any notice or other action
on the part of the Trustee or the Investor Certificateholders immediately
upon the occurrence of such event.
SECTION 10. Issuance of Additional Certificates.
(a) During the Revolving Period, the Transferor may, in its
discretion and subject to the terms of subsection (b) below, request the
Trustee to issue additional Investor Certificates of each Class (all such
additional certificates, the "Additional Certificates") in an amount and on
the date (the "Additional Certificate Date") determined by the Transferor.
Upon issuance, the Additional Certificates will be identical in all
respects (except that the principal amount of such Additional Certificates
may be different) to the Investor Certificates currently outstanding and
will be equally and ratably entitled to the benefits of this Series
Supplement and the Pooling and Servicing Agreement. The outstanding
principal amounts of all Classes of Investor Certificates shall be
increased pro rata. The Controlled Accumulation Amount for each Class shall
be increased proportionally to reflect the additional amounts represented
by the Additional Certificates.
(b) Additional Certificates shall only be issued upon
satisfaction of all of the following conditions:
(i) On or before the fifth Business Day immediately
preceding the date on which the Additional Certificates are to be
issued, the Transferor shall give notice to the Trustee, the
Servicer, the Collateral Interest Holder and the Rating Agencies of
such issuance and the date upon which it is to occur;
(ii) After giving effect to the Additional Certificates,
the total amount of Principal Receivables in the Trust shall be
greater than or equal to the Minimum Aggregate Principal Receivables;
(iii) The Transferor shall have delivered evidence of the
proportional increase in the Collateral Interest to the Trustee and
the Rating Agencies;
(iv) On or before the Additional Certificate Date, the
Trustee shall have been provided evidence that the Rating Agency
Condition shall have been satisfied with respect to such issuance;
(v) The Transferor shall have delivered to the Trustee an
Officer's Certificate dated as of the Additional Certificate Date,
stating that the Transferor reasonably believes that the issuance of
such Additional Certificates will not have a material adverse effect
on any outstanding Class of Investor Certificates;
(vi) As of the Additional Certificate Date, the amount of
Investor Charge-Offs for all Classes of Investor Certificates shall
be zero; and
(vii) The Transferor shall have delivered to the Trustee
a Tax Opinion with respect to such issuance.
SECTION 11. Series 1999-[ ] Termination. The right
of the Investor Certificateholders to receive payments from the Trust
will terminate on the first Business Day following the Series 1999-[
] Termination Date.
SECTION 12. Counterparts. This Series Supplement may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all of such counterparts shall together
constitute but one and the same instrument.
SECTION 13. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, AND
WITHOUT, LIMITING THE GENERALITY OF THE FOREGOING, THE IMMUNITY AND
STANDARD OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE TRUST
HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 14. No Petition. The Transferor, the Servicer and the
Trustee, by entering into this Series Supplement and each
Certificateholder, by accepting a Series 1999-[ ] Certificate hereby
covenant and agree that they will not at any time institute against the
Trust, or join in any institution against the Trust of, any bankruptcy
proceedings under any United States Federal or state bankruptcy or similar
law in connection with any obligations relating to the Investor
Certificateholders, the Agreement or this Series Supplement.
SECTION 15. Tax Representation and Covenant. Any Collateral
Interest Holder shall be required to represent and covenant in connection
with such acquisition that (x) it has neither acquired, nor will it sell,
trade or transfer any interest in the Trust or cause any interest in the
Trust to be marketed on or through an "established securities market"
within the meaning of Code section 7704(b)(1), including without limitation
an interdealer quotation system that regularly disseminates firm buy or
sell quotations by identified brokers or dealers by electronic means or
otherwise, (y) unless the Transferor consents otherwise, such holder (i) is
properly classified as, and will remain classified as, a "corporation" as
described in Code section 7701(a)(3) and (ii) is not, and will not become,
an S corporation as described in Code section 1361, and (z) it will (i)
cause any participant with respect to such interest otherwise permitted
hereunder to make similar representations and covenants for the benefit of
the Transferor and the Trust and (ii) forward a copy of such
representations and covenants to the Trustee. Each such holder shall
further agree in connection with its acquisition of such interest that, in
the event of any breach of its (or its participant's) representation and
covenant that it (or its participant) is and shall remain classified as a
corporation other than an S corporation, the Transferor shall have the
right to procure a replacement investor to replace such holder (or its
participant), and further that such holder shall take all 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-[ ] 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.
IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this Series 1999-[ ] 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:________________________________
Name:
Title:
THE CHASE MANHATTAN BANK,
Transferor prior to June 1, 1996 and
Servicer
By:________________________________
Name:
Title:
THE BANK OF NEW YORK,
Trustee
By:________________________________
Name:
Title:
EXHIBIT A-1
FORM OF CERTIFICATE
CLASS A
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION, THAT UNLESS SUCH PURCHASER,
AT ITS EXPENSE, DELIVERS TO THE TRUSTEE, THE SERVICER AND THE
TRANSFEROR AN OPINION OF COUNSEL SATISFACTORY TO THEM TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY SUCH PURCHASER
WILL NOT RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO BE "ASSETS
OF THE BENEFIT PLAN" OR SUBJECT TO THE PROHIBITED TRANSACTION
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA")AND THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE") AND WILL NOT SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE
SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE
POOLING AND SERVICING AGREEMENT, SUCH PURCHASER IS NOT (I) AN
EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) ERISA) THAT IS
SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED
IN SECTION 4975(E)(1) OF THE CODE, OR (III) AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S
INVESTMENT IN THE ENTITY.
No. ___ $_________
CUSIP NO.[ ]
CHASE CREDIT CARD MASTER TRUST
CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1999-[ ]
Evidencing an Undivided Interest in a trust, the corpus of which consists
of a portfolio of MasterCard(R) and VISA(R)* credit card receivables
generated or acquired by Chase Manhattan Bank USA, National Association
("Chase USA") and other assets and interests constituting the Trust under
the Pooling and Servicing Agreement described below.
(Not an interest in or obligation of
Chase USA
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class A
Certificateholder") is the registered owner of an Undivided Interest in a
trust (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") now existing or hereafter created and
arising in connection with selected MasterCard and VISA credit card
accounts (the "Accounts") of Chase USA, all monies due or to become due in
payment of the Receivables (including all Finance Charge Receivables), the
right to certain amounts received as Interchange and Recoveries (if any),
the benefits of the Collateral Interest, all proceeds of the foregoing and
the other assets and interests constituting the Trust pursuant to the
Second Amended and Restated Pooling and Servicing Agreement dated as of
September 1, 1996 as supplemented by the Series 1999-[ ] Supplement dated
as of [ ], 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
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.
- ------------------------
MasterCard(R) and VISA(R) are federally registered
servicemarks of MasterCard International
Inc. and of Visa U.S.A., Inc., respectively.
The Series 1999-[ ] 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-[ ] Certificates with the intention that the
Series 1999-[ ] 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-[ ] Certificateholder (or
Series 1999-[ ] Certificate Owner) by acceptance of its Series 1999-[ ]
Certificate (or in the case of a Series 1999-[ ] Certificate Owner, by
virtue of such Series 1999-[ ] Certificate Owner's acquisition of a
beneficial interest therein), agrees to treat and to take no action
inconsistent with the treatment of the Series 1999-[ ] 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-[ ] Certificateholder
agrees that it will cause any Series 1999-[ ] Certificate Owner acquiring
an interest in a Series 1999-[ ] Certificate through it to comply with the
Pooling and Servicing Agreement as to treatment of the Series 1999-[ ]
Certificates as indebtedness for certain tax purposes.
This Class A Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing Agreement, as amended from time to time, the
Class A Certificateholder by virtue of the acceptance hereof assents and by
which the Class A Certificateholder is bound. This Class A Certificate is
one of a duly authorized Series of Investor Certificates entitled "Class A
Floating Rate Asset Backed Certificates, Series 1999-[ ]" (the "Class A
Certificates"), each of which represents an Undivided Interest in the
Trust, including the right to receive the Collections and other amounts
allocated to the Class A Certificates at the times and in the amounts
specified in the Pooling and Servicing Agreement and to be deposited in the
Investor Accounts, the Principal Funding Account and the Reserve Account or
paid to the Class A Certificateholders.
Also issued under the Pooling and Servicing Agreement are the
"Class B Floating Rate Asset Backed Certificates, Series 1999-[ ]" (the
"Class B Certificates"), which represent an Undivided Interest in the Trust
subordinate to the Class A Certificates, and the "Collateral Interest,
Series 1999-[ ]" (the "Collateral Interest" and collectively with the Class
A Certificates and the Class B Certificates, the "Investor Certificates"),
which is an undivided interest in the Trust subordinated to the Class A
Certificates and Class B Certificates. The subordination of the Class B
Certificates and the subordination of the Collateral Interest to the Class
A Certificates shall constitute the Enhancement for the Class A
Certificates.
The aggregate interest represented by the Class A Certificates
and the Class B Certificates at any time in the Principal Receivables in
the Trust shall not exceed an amount equal to the Class A Investor Interest
and the Class B Investor Interest, respectively, at such time. As of the
Closing Date, the Class A Initial Investor Interest is $[ ], the Class B
Initial Investor Interest is $[ ] and the Collateral Initial Interest
is $[ ].
The Class A Investor Interest on any date of determination will
be an amount equal to (a) the Class A Initial Investor Interest minus (b)
the aggregate amount of payments of principal made to the Class A
Certificateholders prior to such date of determination, and minus (c) the
excess, if any, of the aggregate amount of Class A Investor Charge-Offs
pursuant to subsection 4.10(a) of the Pooling and Servicing Agreement over
Class A Investor Charge-Offs reimbursed prior to such date of
determination pursuant to subsection 4.11(b) of the Pooling and Servicing
Agreement; provided, however, that the Class A Investor Interest may not be
reduced below zero.
For the purpose of allocating Collections of Finance Charge
Receivables and Receivables in Defaulted Accounts for each Monthly Period
during the Controlled Accumulation Period, the Class A Investor Interest
will be further reduced (such reduced amount, the "Class A Adjusted
Investor Interest") by the aggregate principal amount of funds on deposit
in the Principal Funding Account. The Class A Investor Interest together
with the aggregate interest represented by the Class B Certificates in the
Principal Receivables in the Trust (the "Class B Investor Interest") and
the aggregate interest represented by the Collateral Interest in the
Principal Receivables in the Trust are sometimes collectively referred to
herein as the "Investor Interest."
In addition to the Class A Certificates, the Class B
Certificates and the Collateral Interest, a Transferor Certificate
representing an undivided interest in the Trust will be issued to the
Transferor pursuant to the Pooling and Servicing Agreement. The Transferor
Certificate will represent the interest in the Principal Receivables not
represented by all of the Series of Investor Certificates issued by the
Trust. The Transferor Certificate may be exchanged by the Transferor
pursuant to the Pooling and Servicing Agreement for a newly issued Series
of Investor Certificates and a reissued Transferor Certificate upon the
conditions set forth in the Pooling and Servicing Agreement.
Interest will accrue on the Class A Certificates from the
Closing Date through [ ], 1999, and with respect to each Interest Period
thereafter, at the rate of LIBOR plus 0[ ]% per annum, as more specifically
set forth in the Pooling and Servicing Agreement (the "Class A Certificate
Rate"), and will be distributed on [ ], 1999 and on the 15th day of each
calendar month thereafter, or if such day is not a Business Day, on the
next succeeding Business Day (a "Distribution Date"), to the Class A
Certificateholders of record as of the last Business Day of the calendar
month preceding such Distribution Date (the "Record Date"). During the
Rapid Amortization Period, in addition to Class A Monthly Interest, Class A
Monthly Principal will be distributed to the Class A Certificateholder on
each Distribution Date until the Class A Certificates have been paid in
full. During the Controlled Accumulated Period, in addition to monthly
payments of Class A Monthly Interest, the amount on deposit in the
Principal Funding Account will be distributed as principal to the Class A
Certificateholders on the [ ] 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-[ ]
Certificates, (ii) with respect to the Class A Certificates, from other
amounts constituting Class A Available Funds, and (iii) with respect to the
Class B Certificates, from other amounts constituting Class B Available
Funds, the following amounts: (x) an amount equal to the product of (i) (A)
a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (B) the
Class A Certificate Rate for such Interest Period and (ii) the outstanding
principal balance of the Class A Certificates determined as of the close of
business on the Distribution Date preceding the related Transfer Date
(after giving effect to all of the 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 [ ],
1999; and (y) amounts up to the Class B Monthly Interest followed by the
Collateral Monthly Interest, in the actual amounts and manner described in
the Pooling and Servicing Agreement.
On each Transfer Date, the Trustee shall apply the Class A
Available Funds withdrawn from the Finance Charge Account, as required by
the Pooling and Servicing Agreement, in the following order of priority:
(i) an amount equal to the Class A Monthly Interest for such Transfer Date,
plus the amount of any Class A Deficiency Amount for such Transfer Date,
plus the amount 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-[ ] Certificates, if any, after
giving effect to the applications above shall constitute "Excess Spread."
On or before the Transfer Date immediately succeeding the
Monthly Period in which the Controlled Accumulated Period or the Rapid
Amortization Period commences and on or before each Transfer Date
thereafter, the Servicer shall instruct the Trustee in writing to withdraw,
and the Trustee, acting in accordance with such instructions, shall
withdraw on such Transfer Date from the Principal Account an amount equal
to the Available Investor Principal Collections on deposit in the Principal
Account and from such amounts, (A) deposit an amount equal to Class A
Monthly Principal (i) during the Controlled Accumulation Period, into the
Principal Funding Account, and (ii) during the Rapid Amortization Period,
into the Distribution Account, (B) after the Class A Certificates have been
paid in full, deposit an amount equal to Class B Monthly Principal into the
Distribution Account, and (C) any remaining amounts in the Principal
Account shall be used for payment of Collateral Monthly Principal.
On the earlier to occur of the first Transfer Date with respect
to the Rapid Amortization Period or the Transfer Date immediately preceding
the Class A Scheduled Payment Date, the Servicer shall instruct the Trustee
to withdraw, and the Trustee shall withdraw from the Principal Funding
Account and deposit in the Distribution Account the amount on deposit in
the Principal Funding Account.
On the Class A Scheduled Payment Date or on each Distribution
Date with respect to a Rapid Amortization Period, the Trustee shall pay
from amounts on deposit in the Distribution Account an amount equal to the
lesser of the Class A Investor Interest and the amount of Available
Investor Principal Collections on deposit in the Distribution Account with
respect to the related Monthly Period, and after the Class A Certificates
have been paid in full (after taking into account distributions to be made
on the related Distribution Date), Available Investor Principal Collections
shall be applied to the Class B Certificates and Collateral Interest as
specified in the Pooling and Servicing Agreement.
On each Distribution Date, the Trustee shall pay to the Class A
Certificateholders and the Class B Certificateholders the amount deposited
on the related Transfer Date into the Distribution Account in respect of
Class A Monthly Interest and Class B Monthly Interest, respectively. On
each Transfer Date, the Trustee shall pay to the Collateral Interest Holder
the Collateral Monthly Interest, to the extent funds are available.
Distributions with respect to this Series 1999-[ ] 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-[ ]
Certificateholder of record appearing in the Certificate Register and
except for the final distribution in respect of this Series 1999-[ ]
Certificate, without the presentation or surrender of this Series 1999-[ ]
Certificate or the making of any notation thereon; provided, however, that
with respect to Series 1999-[ ] Certificates registered in the name of the
nominee of a Clearing Agency, distributions will be made in the form of
immediately available funds.
This Class A Certificate represents an interest in only the
Chase Credit Card Master Trust. This Class A Certificate does not represent
an obligation of, or an interest in, the Transferor or the Servicer, and
neither the Series 1999-[ ] Certificates nor the Accounts or Receivables
are insured or guaranteed by the Federal Deposit Insurance Corporation or
any other governmental agency. This Series 1999-[ ] Certificate is limited
in right of payment to certain collections respecting the Receivables, all
as more specifically set forth hereinabove and in the Pooling and Servicing
Agreement.
The Transfer of this Class A Certificate shall be registered in
the Certificate Register upon surrender of this 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-[ ] Certificateholders to receive payment from the Trust
will terminate on the first Business Day following the Series 1999-[ ]
Termination Date. Upon the termination of the Trust pursuant to Section
12.1 of the Pooling and Servicing Agreement, the Trustee shall assign and
convey to the Holder of the Transferor Certificate (without recourse,
representation or warranty) all right, title and interest of the Trust in
the Receivables, whether then existing or thereafter created, and all
proceeds of such Receivables and Insurance Proceeds relating to such
Receivables. The Trustee shall execute and deliver such instruments of
transfer and assignment, in each case without recourse, as shall be
prepared by the Servicer reasonably requested by the Holder of the
Transferor Certificate to vest in such Holder all right, title and interest
which the Trustee had in the Receivables.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Class A
Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, Chase Manhattan Bank USA, National
Association, has caused this Class A Certificate to be duly executed.
By: -----------------------------
Authorized Officer
Dated:
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-[ ], referred to in the within-mentioned Pooling
and Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By: -----------------------------
Authorized Signatory
Dated:
EXHIBIT A-2
FORM OF CERTIFICATE
CLASS B
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION, THAT UNLESS SUCH PURCHASER,
AT ITS EXPENSE, DELIVERS TO THE TRUSTEE, THE SERVICER AND THE
TRANSFEROR AN OPINION OF COUNSEL SATISFACTORY TO THEM TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY SUCH PURCHASER
WILL NOT RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO BE "ASSETS
OF THE BENEFIT PLAN" OR SUBJECT TO THE PROHIBITED TRANSACTION
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA")AND THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE") AND WILL NOT SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE
SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE
POOLING AND SERVICING AGREEMENT, SUCH PURCHASER IS NOT (I) AN
EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) ERISA) THAT IS
SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED
IN SECTION 4975(E)(1) OF THE CODE, OR (III) AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S
INVESTMENT IN THE ENTITY.
No. ___ $__________
CUSIP NO.[ ]
CHASE CREDIT CARD MASTER TRUST
CLASS B FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1999-[ ]
Evidencing an Undivided Interest in a trust, the corpus of which consists
of a portfolio of MasterCard(R) and VISA(R)* credit card receivables
generated or acquired by Chase Manhattan Bank USA, National Association
("Chase USA"), and other assets and interests constituting the Trust under
the Pooling and Servicing Agreement described below.
(Not an interest in or obligation of
Chase USA
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class B
Certificateholder") is the registered owner of an Undivided Interest in a
trust (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") now existing or hereafter created and
arising in connection with selected MasterCard and VISA credit card
accounts (the "Accounts") of Chase USA, all monies due or to become due in
payment of the Receivables (including all Finance Charge Receivables), the
right to certain amounts received as Interchange and Recoveries (if any),
the benefits of the Collateral Interest, all proceeds of the foregoing and
the other assets and interests constituting the Trust pursuant to the
Second Amended and Restated Pooling and Servicing Agreement dated as of
September 1, 1996 as supplemented by the Series 1999-[ ] Supplement dated
as of [ ], 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
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.
- ----------------
MasterCard(R) and VISA(R) are federally registered servicemarks of
MasterCard International Inc. and of Visa U.S.A., Inc., respectively.
The Series 1999-[ ] 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-[ ] Certificates with the intention that the
Series 1999-[ ] 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-[ ] Certificateholder (or
Series 1999-[ ] Certificate Owner) by acceptance of its Series 1999-[ ]
Certificate (or in the case of a Series 1999-[ ] Certificate Owner, by
virtue of such Series 1999-[ ] Certificate Owner's acquisition of a
beneficial interest therein), agrees to treat and to take no action
inconsistent with the treatment of the Series 1999-[ ] 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-[ ] Certificateholder
agrees that it will cause any Series 1999-[ ] Certificate Owner acquiring
an interest in a Series 1999-[ ] Certificate through it to comply with the
Pooling and Servicing Agreement as to treatment of the Series 1999-[ ]
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-[ ]" (the "Class B
Certificates"), each of which represents an Undivided Interest in the
Trust, including the right to receive the Collections and other amounts
allocated to the Class B Certificates at the times and in the amounts
specified in the Pooling and Servicing Agreement and to be deposited in the
Investor Accounts, the Principal Funding Account and the Reserve Account or
paid to the Class B Certificateholders.
Also issued under the Pooling and Servicing Agreement are the
"Class A Floating Rate Asset Backed Certificates, Series 1999-[ ]" (the
"Class A Certificates"), which represent an Undivided Interest in the Trust
senior to the Class B Certificates, and the "Collateral Interest, Series
1999-[ ]" (the "Collateral Interest" and collectively with the Class A
Certificates and the Class B Certificates, the "Investor Certificates"),
which is an undivided interest in the Trust subordinated to the Class A
Certificates and Class B Certificates. The subordination of the Collateral
Interest to the Class B Certificates shall constitute the Enhancement for
the Class B Certificates.
The aggregate interest represented by the Class A Certificates
and the Class B Certificates at any time in the Principal Receivables in
the Trust shall not exceed an amount equal to the Class A Investor Interest
and the Class B Investor Interest, respectively, at such time. As of the
Closing Date, the Class A Initial Investor Interest is $[ ], the Class B
Initial Investor Interest is $[ ] and the Collateral Initial Interest is
$[ ].
The Class B Investor Interest shall mean, on any date of
determination, an amount equal to (a) the Class B Initial Investor
Interest, minus (b) the aggregate amount of principal payments made to
Class B Certificateholders prior to such date, minus (c) the aggregate
amount of Class B Investor Charge-Offs for all prior Transfer Dates
pursuant to subsection 4.10(b) of the Pooling and Servicing Agreement,
minus (d) the amount of the Reallocated Class B Principal Collections
allocated pursuant to subsection 4.12(a) of the Pooling and Servicing
Agreement on all prior Transfer Dates for which the Collateral Interest has
not been reduced, minus (e) an amount equal to the amount by which the
Class B Investor Interest has been reduced on all prior Transfer Dates
pursuant to subsection 4.10(a) of the Pooling and Servicing Agreement and
plus (f) the aggregate amount of Excess Spread allocated and available on
all prior Transfer Dates pursuant to subsection 4.11(d) of the Pooling and
Servicing Agreement, for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (c), (d) and (e); provided, however, that
the Class B Investor Interest may not be reduced below zero.
The Class B Investor Interest together with the aggregate
interest represented by the Class A Certificates in the Principal
Receivables in the Trust (the "Class A Investor Interest") and the
aggregate interest represented by the Collateral Interest in the Principal
Receivables in the Trust are sometimes collectively referred to herein as
the "Investor Interest."
In addition to the Class A Certificates, the Class B
Certificates and the Collateral Interest, a Transferor Certificate
representing an undivided interest in the Trust will be issued to the
Transferor pursuant to the Pooling and Servicing Agreement. The Transferor
Certificate will represent the interest in the Principal Receivables not
represented by all of the Series of Investor Certificates issued by the
Trust. The Transferor Certificate may be exchanged by the Transferor
pursuant to the Pooling and Servicing Agreement for a newly issued Series
of Investor Certificates and a reissued Transferor Certificate upon the
conditions set forth in the Pooling and Servicing Agreement.
Interest will accrue on the Class B Certificates from the
Closing Date through [ ], 1999 and with respect to each Interest Period
thereafter, at the rate of LIBOR plus 0[ ]% per annum, as more specifically
set forth in the Pooling and Servicing Agreement (the "Class B Certificate
Rate"), and will be distributed on [ ], 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 Distribution Date until the Class B Certificates have been paid in
full or (ii) during the Controlled Accumulated Period following the payment
in full of the Class A Investor Interest, on the [ ] 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-[ ]
Certificates, (ii) with respect to the Class A Certificates, from other
amounts constituting Class A Available Funds, and (iii) with respect to the
Class B Certificates, from other amounts constituting Class B Available
Funds, the following amounts: (x) an amount equal to the Class A Monthly
Interest; (y) an amount equal to the product of (i) (A) a fraction, the
numerator of which is the actual number of days in the related Interest
Period and the denominator of which is 360, times (B) the Class B
Certificate Rate for such Interest Period and (ii) the outstanding
principal balance of the Class B Certificates determined as of the close of
business on the Distribution Date preceding the related Transfer Date
("Class B Monthly Interest"), provided, however, that with respect to the
first Distribution Date, Class B Monthly Interest shall be equal to the
interest accrued on the Class B Initial Investor Interest at the applicable
Class B Certificate Rate for the period from the Closing Date through [ ],
1999; and (Z) amounts up to the Collateral Monthly Interest, in the actual
amounts and manner described in the Pooling and Servicing Agreement.
On each Transfer Date, the Trustee shall apply the Class A
Available Funds withdrawn from the Finance Charge Account, as required by
the Pooling and Servicing Agreement, in the following order of priority:
(i) an amount equal to the Class A Monthly Interest for such Transfer Date,
plus the amount of any Class A Deficiency Amount for such Transfer Date,
plus the amount of any Class A Additional Interest for such Transfer Date,
(ii) an amount equal to the Class A Servicing Fee for such Transfer Date
plus the amount of any Class A Servicing Fee due but not paid on any prior
Transfer Date and (iii) an amount equal to the 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-[ ] Certificates, if any, after
giving effect to the applications above shall constitute "Excess Spread."
On or before the Transfer Date immediately succeeding the
Monthly Period in which the Controlled Accumulated Period or the Rapid
Amortization Period commences and on or before each Transfer Date
thereafter, the Servicer shall instruct the Trustee in writing to withdraw,
and the Trustee, acting in accordance with such instructions, shall
withdraw on such Transfer Date from the Principal Account an amount equal
to the Available Investor Principal Collections on deposit in the Principal
Account and from such amounts, (A) deposit an amount equal to Class A
Monthly Principal (i) during the Controlled Accumulation Period, into the
Principal Funding Account, and (ii) during the Rapid Amortization Period,
into the Distribution Account, (B) after the Class A Certificates have been
paid in full, deposit an amount equal to Class B Monthly Principal into the
Distribution Account, and (C) any remaining amounts in the Principal
Account shall be used for payment of Collateral Monthly Principal.
On the earlier to occur of the first Transfer Date with respect
to the Rapid Amortization Period after payment in full of the Class A
Investor Interest or the Transfer Date immediately preceding the Class B
Scheduled Payment Date, the Servicer shall instruct the Trustee to
withdraw, and the Trustee shall withdraw from the Principal Account and
deposit in the Distribution Account the amount on deposit in the Principal
Account.
On the Class B Scheduled Payment Date or on each Distribution
Date after payment in full of the Class A Investor Interest with respect to
a Rapid Amortization Period, the Trustee shall pay from amounts on deposit
in the Distribution Account an amount equal to the lesser of the Class B
Investor Interest and the amount of Available Investor Principal
Collections on deposit in the Distribution Account with respect to the
related Monthly Period, and after the Class B Certificates have been paid
in full (after taking into account distributions to be made on the related
Distribution Date), Available Investor Principal Collections shall be
applied to the Collateral Interest as specified in the Pooling and
Servicing Agreement.
On each Distribution Date, the Trustee shall pay to the Class A
Certificateholders and the Class B Certificateholders the amount deposited
on the related Transfer Date into the Distribution Account in respect of
Class A Monthly Interest and Class B Monthly Interest, respectively. On
each Transfer Date, the Trustee shall pay to the Collateral Interest Holder
the Collateral Monthly Interest, to the extent funds are available.
Distributions with respect to this Series 1999-[ ] 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-[ ]
Certificateholder of record appearing in the Certificate Register and
except for the final distribution in respect of this Series 1999-[ ]
Certificate, without the presentation or surrender of this Series 1999-[ ]
Certificate or the making of any notation thereon; provided, however, that
with respect to Series 1999-[ ] 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-[ ] Certificates nor the Accounts or Receivables
are insured or guaranteed by the Federal Deposit Insurance Corporation or
any other governmental agency. This Series 1999-[ ] 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-[ ] Certificateholders to receive payment from the Trust
will terminate on the first Business Day following the Series 1999-[ ]
Termination Date. Upon the termination of the Trust pursuant to Section
12.1 of the Pooling and Servicing Agreement, the Trustee shall assign and
convey to the Holder of the Transferor Certificate (without recourse,
representation or warranty) all right, title and interest of the Trust in
the Receivables, whether then existing or thereafter created, and all
proceeds of such Receivables and Insurance Proceeds relating to such
Receivables. The Trustee shall execute and deliver such instruments of
transfer and assignment, in each case without recourse, as shall be
prepared by the Servicer reasonably requested by the Holder of the
Transferor Certificate to vest in such Holder all right, title and interest
which the Trustee had in the Receivables.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Class B
Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, Chase Manhattan Bank USA, National
Association, has caused this Class B Certificate to be duly executed.
By: -----------------------------
Authorized Officer
Dated: [ ], 1999
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-[ ], referred to in the within-mentioned Pooling
and Servicing
Agreement.
THE BANK OF NEW YORK,
Trustee
By: -----------------------------
Authorized Signatory
Dated: [ ], 1999
----------------------------------------------------------------------------
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-[ ] Certificateholder
-----------------------------------
SERIES 1999-[ ] SUPPLEMENT
Dated as of [ ], 1999
to
SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1996
-----------------------------------
CHASE CREDIT CARD MASTER TRUST
Series 1999-[ ]
----------------------------------------------------------------------------
TABLE OF CONTENTS
Page
SECTION 1. Designation. . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 2. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 3. Servicing Compensation and Assignment of Interchange . . . . 13
SECTION 4. Reassignment and Transfer Terms . . . . . . . . . . . . . . 14
SECTION 5. Delivery and Payment for the Investor Certificate . . . . . 14
SECTION 6. Form of Delivery of Investor Certificate . . . . . . . . . 14
SECTION 7. Article IV of Agreement . . . . . . . . . . . . . . . . . . 15
SECTION 4.4 Rights of the Certificateholder . . . . . . . . . . . . 15
SECTION 4.5 Allocations . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 4.6 Determination of Required Monthly Interest Payment . . . 18
SECTION 4.7 Determination of Monthly Principal . . . . . . . . . . . 19
SECTION 4.8 Coverage of Required Amount . . . . . . . . . . . . . . 19
SECTION 4.9 Monthly Payments . . . . . . . . . . . . . . . . . . . . 19
SECTION 4.10 Investor Charge-Offs . . . . . . . . . . . . . . . . . 23
SECTION 4.11 Reallocated Principal Collections . . . . . . . . . . . 24
SECTION 4.12 Shared Principal Collections . . . . . . . . . . . . . 24
SECTION 4.13 Principal Funding Account . . . . . . . . . . . . . . . 24
SECTION 4.14 Accumulation Period Reserve Account . . . . . . . . . . 26
SECTION 4.15 Transferor's or Servicer's Failure to Make a
Deposit or Payment . . . . . . . . . . . . . . . . . 28
SECTION 8. Article V of the Agreement . . . . . . . . . . . . . . . . 28
SECTION 5.1 Distributions . . . . . . . . . . . . . . . . . . . . . 28
SECTION 5.2 Monthly Series 1999-[] Certificateholder's Statement . . 29
SECTION 9. Series 1999-[ ] Pay Out Events . . . . . . . . . . . . . 31
SECTION 10. Series 1999-[ ] Termination . . . . . . . . . . . . . . . 32
SECTION 11. Counterparts . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 12. Governing Law . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 13. No Petition . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 14. Amendment to Agreement . . . . . . . . . . . . . . . . . . 33
SECTION 17. Compliance with Withholding Requirements . . . . . . . . . 36
[SECTION 18. Tax Characterization of the Certificate . . . . . . . . . 36
SECTION 19. ERISA Legend. . . . . . . . . . . . . . . . . . . . . . . 36
EXHIBITS
EXHIBIT A Form of Certificate
EXHIBIT B Form of Monthly Payment Instructions
and Notification to the Trustee
EXHIBIT C Form of Monthly Series 1999-[ ]
Certificateholder's Statement
EXHIBIT D Form of Transferee Representation Letter
SCHEDULE I Schedule to Exhibit C of the Pooling and Servicing Agreement
with respect to the Investor Certificate
SERIES 1999-[ ] SUPPLEMENT, dated as of [ ], 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;
On the Closing Date, the Certificate will be deposited by the
Transferor in the Chase Credit Card Owner Trust 1999- (the "Owner
Trust") and pledged by the Owner Trustee to an indenture trustee to secure
certain notes to be issued by the Owner Trust.
SECTION 1. Designation.
(a) There is hereby created a Series of Investor Certificates to
be issued in a single class pursuant to the Agreement and this Series
Supplement and to be known as the "Series 1999-[ ] Certificate." The
Series 1999-[ ] Certificate shall be substantially in the form of Exhibit A
hereto.
(b) Series 1999-[ ] shall be included in Group [One] (as defined
below). Series 1999-[ ] shall not be subordinated to any other Series.
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 Certificate and no other Series of Certificates issued by the
Trust.
"Accumulation Period" shall mean, solely for the purposes of the
definition of Monthly Principal Payment as such term is defined in each
Supplement, the Controlled Accumulation Period.
"Accumulation Period Factor" shall mean, for each Monthly Period,
a fraction, the numerator of which is equal to the sum of the initial
investor interests (or other amounts specified in the applicable
Supplement) of all outstanding Series, and the denominator of which is
equal to the sum of (a) the Initial Investor Interest, (b) the initial
investor interests (or other amounts specified in the applicable
Supplement) of all outstanding Series (other than Series 1999-[ ]) 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(e).
"Accumulation Period Reserve Account" shall have the meaning
specified in subsection 4.14(a).
"Accumulation Period 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 Accumulation Period 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
Accumulation Period 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.
"Accumulation Period Reserve Account Surplus" shall mean, with
respect to any date of determination, the amount by which the amount on
deposit in the Accumulation Period Reserve Account exceeds the Required
Accumulation Period Reserve Account Amount.
"Accumulation Period Reserve Draw Amount" shall have the meaning
specified in subsection 4.14(c).
"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(c)(i) with respect to
the Certificate for the previous Monthly Period.
"Adjusted Investor Interest" shall mean, with respect to any date
of determination, an amount equal to the Investor Interest as of such date
minus the Principal Funding Account Balance as of such date.
"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.
"Assignee" shall have the meaning specified in subsection 16(a).
"Available Accumulation Period Reserve Account Amount" shall
mean, with respect to any Transfer Date, the lesser of (a) the amount on
deposit in the Accumulation Period Reserve Account on such date (after
taking into account any interest and earnings retained in the Accumulation
Period Reserve Account pursuant to subsection 4.14(b) on such date, but
before giving effect to any deposit made or to be made in the Accumulation
Period Reserve Account on such date) and (b) the Required Accumulation
Period Reserve Account Amount.
"Available Investor Finance Charge Collections" shall mean, with
respect to any Monthly Period, an amount equal to the sum of (a) the
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 Investor
Interest, the Principal Funding Investment Proceeds arising pursuant to
subsection 4.13(b), if any, with respect to the related Transfer Date and
(c) the Accumulation Period Reserve Draw Amount (up to the Available
Accumulation Period Reserve Account Amount) plus any amounts of interest
and earnings described in subsections 4.14(b) 4.14 (c) and 4.14(d) which
will be deposited into the Finance Charge Account on the related Transfer
Date.
"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 Principal Collections with respect to such Monthly Period which
pursuant to Section 4.11 are required to fund the Class A Note Interest
Requirement, the Class B Note Interest Requirement and the Net Investor
Servicing Fee, plus (c) the amount of Shared Principal Collections with
respect to other Series that are allocated to Series 1999-[ ] in accordance
with subsection 4.12(b).
"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 Note Interest Requirement, the Class B Note
Interest Requirement and the Net Class C Note Interest Requirement, each
for the related Note 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.
"Certificateholder" shall mean the Person in whose name the
Series 1999-[ ] Certificate is registered in the Certificate Register.
"Certificate" shall mean the certificate executed by the
Transferor and authenticated by or on behalf of the Trustee, substantially
in the form of Exhibit A hereto.
"Class A Note Interest Requirement" shall have the meaning set
forth in the Indenture.
"Class B Note Interest Requirement" shall have the meaning set
forth in the Indenture.
"Closing Date" shall mean [ ], 1999.
"Controlled Accumulation Amount" shall mean (a) for any Transfer
Date with respect to the Controlled Accumulation Period prior to the
Scheduled Principal Allocation Commencement Date,
[$ ]; provided, however, that if the commencement of the
Controlled Accumulation Period is determined to be less than 12 months
pursuant to subsection 4.9(e), the Controlled Accumulation Amount for each
Transfer Date with respect to the Controlled Accumulation Period prior to
the Scheduled Principal Allocation Commencement Date, will be equal to (x)
the Initial Investor Interest divided by (y) the number of Monthly Periods
in the Controlled Accumulation Period as determined pursuant to subsection
4.9(e) and (b) for any Transfer Date with respect to the Controlled
Accumulation Period after the Scheduled Principal Allocation Commencement
Date, zero.
"Controlled Accumulation Period" shall mean, unless a Pay Out
Event shall have occurred prior thereto, the period commencing at the close
of business on [ , ] or such later date as is determined in
accordance with subsection 4.9(e) and ending on the first to occur of (a)
the commencement of the Rapid Amortization Period and (b) the Series 1999-[
] 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
Note Interest 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).
"Cumulative Series Principal Shortfall" shall mean the sum of the
Series Principal Shortfalls (as such term is defined in each of the related
Series Supplements) for each Series.
"Daily Principal Shortfall" shall mean, on any date of
determination, the excess of the Monthly Principal Payment for the Monthly
Period relating to such date over the month to date amount of Collections
processed in respect of Principal Receivables for such Monthly Period
allocable to investor certificates of all outstanding Series, not subject
to reallocation, which are on deposit or to be deposited in the Principal
Account on such date.
"Distribution Date" shall mean [ ], 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.
"Finance Charge Shortfall" shall mean, with respect to any
Transfer Date, the excess, if any, of the amount distributable pursuant to
subsections 4.9(a)(i) through (viii) over Available Investor Finance Charge
Collections.
"Fitch" shall mean Fitch IBCA, Inc. or its successors.
"Fixed Investor Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent of a fraction, the numerator of
which is the Investor Interest as of the close of business on the last day
of the Revolving Period and the denominator of which is the greater of (a)
the sum of (i) the aggregate amount of Principal Receivables in the Trust
determined as of the close of business on the last day of the prior Monthly
Period and (ii) the Excess Funding Amount as of the close of business on
such last day of the prior Monthly Period and (b) the sum of the numerators
used to calculate the Investor Percentages (as such term is defined in the
Agreement) for allocations with respect to Principal Receivables for all
outstanding Series on such date of determination; provided, however, that
with respect to any Monthly Period in which an Addition Date occurs or in
which a Removal Date occurs, the amount determined pursuant to clause
(a)(i) hereof shall be the 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
divided by (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 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
divided by (B) the actual number of days in such Monthly Period.
"Group One" shall mean Series 1999-[ ] and each other Series
specified in the related Supplement to be included in Group One.
"Indenture" shall mean that certain agreement, dated as of
_______, 1999 between the Chase Credit Card Owner Trust 1999-[ ] and The
Bank of New York, as indenture trustee.
"Initial Investor Interest" shall mean the initial aggregate
principal amount of the Certificate, which is $[ ].
"Initial Purchaser" shall have the meaning set forth in
subsection 16(c).
"Interest Period" shall mean, with respect to any Distribution
Date, the period from and including the previous Distribution Date through
the day preceding such Distribution Date, except that the initial Interest
Period shall be the period from and including the Closing Date through the
day preceding the initial Distribution Date.
"Investor Certificateholder" shall mean the holder of record of
the Series 1999-[ ] Certificate.
"Investor Certificate" shall mean the Series 1999-[ ]
Certificate.
"Investor Charge-Offs" shall have the meaning specified in
Section 4.10.
"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 (a) the Initial Investor Interest, minus (b) the aggregate
amount of principal payments made to the Certificate prior to such date and
minus (c) the aggregate amount of Investor Charge-Offs pursuant to Section
4.10 and Reallocated Principal Collections pursuant to Section 4.11 plus
(d) the aggregate amount of Available Investor Finance Charge Collections
allocated and available on all prior Transfer Dates pursuant to subsection
4.9(a)(vi) for the purpose of reimbursing the amount of any reduction
pursuant to clause (c); provided, however, that the Investor Interest may
not be reduced below zero.
"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), 4.5(b)(ii), 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)(v) and (vi) for such
Monthly Period (other than such amount paid from Reallocated Principal
Collections).
"Investor Servicing Fee shall have the meaning specified in
subsection 3(a) hereof.
"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 [ ], 1999.
"Monthly Principal Payment" shall mean with respect to any
Monthly Period, for all Series (including Series 1999-[ ]) which are in an
Amortization Period or Accumulation Period (as such terms are defined in
the related Supplements for all Series), the sum of (a) the Controlled
Distribution Amount for the related Transfer Date for any Series in its
Controlled Amortization Period (as such terms are defined in the related
Supplements for all Series), (b) the Controlled Deposit Amount for the
related Transfer Date for any Series in its Accumulation Period, other than
its Rapid Accumulation Period, if applicable (as such terms are defined in
the related Supplements for all Series), (c) the Investor Interest as of
the end of the prior Monthly Period taking into effect any payments to be
made on the following Distribution Date for any Series in its Principal
Amortization Period or Rapid Amortization Period (as such terms are defined
in the related Supplements for all Series), (d) the Adjusted Investor
Interest as of the end of the prior Monthly Period taking into effect any
payments or deposits to be made on the following Transfer Date and
Distribution Date for any Series in its Rapid Accumulation Period (as such
terms are defined in the related Supplements for all Series), and (e) such
other amounts as may be specified in the related Supplements for all
Series.
"Monthly Principal Reallocation Amount" shall mean with respect
to any Monthly Period an amount equal to the sum of (A) the lower of (i)
the excess of the Class A Note Interest Requirement over the Available
Investor Finance Charge Collections allocated with respect thereto pursuant
to subsection 4.9(a)(i) and (ii) the greater of (a) (x) the product of (I)
___% and (II) the Initial Investor Interest minus (y) the amount of
unreimbursed Investor Charge-Offs (after giving effect to Investor Charge-
Offs for the related Monthly Period) and unreimbursed Reallocated Principal
Collections (as of the previous Distribution Date) and (b) zero; and (B)
the lower of (i) the excess of the Class B Note Interest Requirement and
the Net Investor Servicing Fee over the Available Investor Finance Charge
Collections allocated with respect thereto pursuant to subsections
4.9(a)(i)and 4.9(a)(ii)and (ii) the greater of (a) the product of (I) %
and (II) the Initial Investor Interest minus the amount of unreimbursed
Investor Charge-Offs (after giving effect to Investor Charge-Offs for the
related Monthly Period) and unreimbursed Reallocated Principal Collections
as of the previous Distribution Date) and (b) zero.
"Net Class C Note Interest Requirement" shall have the meaning
set forth in the Indenture.
"Net Investor Servicing Fee" shall mean that portion of the
Investor Servicing Fee allocable to the Series 1999-[ ] Certificate with
respect to any Transfer Date.
"Net Servicing Fee Rate" shall mean 1.0% per annum.
"Note Interest Period" shall have the meaning set forth in the
Indenture.
"Note Interest Requirement" shall have the meaning set forth in
subsection 4.6(a).
"Owner Trust Spread Account" shall have the meaning set forth in
the Indenture.
"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-[
] Pay Out Event is deemed to occur pursuant to Section 9 hereof.
"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
Accumulation Period Reserve Draw Amount (up to the Available Accumulation
Period Reserve Account Amount) plus any amounts of interest and earnings
described in subsections 4.14(b), 4.14(c) and 4.14(d), each deposited into
the Finance Charge Account on the Transfer Date relating to such Monthly
Period, such sum to be calculated on a cash basis after subtracting the
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 4.13(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-[ ] 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 Principal Collections" shall mean with respect to
any Transfer Date, Investor Principal Collections applied in accordance
with Section 4.11 in an amount not to exceed the lesser of the Monthly
Principal Reallocation Amount for the related Monthly Period and the
Investor Interest after giving effect to any Investor Charge-Offs for such
Transfer Date.
"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 Accumulation Period Reserve Account Amount" shall mean,
with respect to any Transfer Date on or after the Accumulation Period
Reserve Account Funding Date, an amount equal to (a) the product of (i)
__%, (ii) the Initial Investor Interest and (iii) 0.5% 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 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-[ ].
"Required Amount" shall have the meaning set forth in Section
4.8.
"Required Owner Trust Spread Account Amount" shall have the
meaning set forth in the Indenture.
"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.
"Scheduled Principal Allocation Commencement Date" shall mean the
Distribution Date.
"Series 1999-[ ]" shall mean the Series of the Chase Credit Card
Master Trust represented by the Investor Certificate.
"Series 1999-[ ] Certificateholder" shall mean the holder of
record of a Series 1999-[ ] Certificate.
"Series 1999-[ ] Pay Out Event" shall have the meaning specified
in Section 9 hereof.
"Series 1999-[ ] Termination Date" shall mean the earliest to
occur of (a) the Distribution Date on which the Investor Interest is paid
in full, (b) the [ ] 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 Controlled
Deposit Amount 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 Certificate 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 4.9(a)(ix) allocated to the Series 1999-[ ]
Certificate 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 Investor Certificate.
"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 Certificate.
"Targeted Holder" shall mean each holder of a right to receive
interest or principal with respect to the Investor Certificate (or other
interests in the Trust), other than certificates (or other such interests)
with respect to which an opinion is rendered that such certificates (or
other such interests) will be treated as debt for federal income tax
purposes, and any holder of a right to receive any amount in respect of the
Transferor Interest; provided, that any Person holding more than one
interest each of which would cause such Person to be a Targeted Holder
shall be treated as a single Targeted Holder.
"Transfer" shall have the meaning specified in subsection 16(a).
SECTION 3. Servicing Compensation and Assignment of Interchange.
(a) The share of the Servicing Fee allocable to Series 1999-[ ] 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 [
] Monthly Period and the denominator of which is 360, (ii) 2.0% and
(iii) the Initial Investor Interest on the Closing Date. On each Transfer
Date a portion of Interchange with respect to the related Monthly Period
that is on deposit in the Finance Charge Account shall be withdrawn from
the Finance Charge Account and paid to the Servicer in payment of a portion
of the Investor Servicing Fee with respect to such Monthly Period
("Servicer Interchange"). Should the Servicer Interchange on deposit in
the Finance Charge Account on any Transfer Date with respect to the related
Monthly Period be less than one-twelfth of 1.00% of the Adjusted Investor
Interest as of the last day of such Monthly Period, the Investor Servicing
Fee with respect to such Monthly Period will not be paid to the extent of
such insufficiency of Servicer Interchange on deposit in the Finance Charge
Account. The share of the Investor Servicing Fee allocable to the
Certificateholder with respect to any Transfer Date (the "Net Investor
Servicing Fee") shall be equal to one-twelfth of the product of (i) the Net
Servicing Fee Rate 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 Net 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 [ ], 1999 Monthly Period and the denominator of
which is 360, (ii) the Net Servicing Fee Rate and (iii) 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 Net Investor
Servicing Fee shall be payable to the Servicer solely to the extent amounts
are available for distribution in respect thereof pursuant to subsection
4.9(a)(iii).
(b) On or before each Transfer Date, the Transferor shall notify
the Servicer of the amount of Interchange to be included as Collections of
Finance Charge Receivables and allocable to the Investor Certificateholders
with respect to the preceding Monthly Period as determined pursuant to this
subsection 3(b). Such amount of Interchange shall be equal to the product
of (i) the aggregate amount of Interchange with respect to such Monthly
Period and (ii) the Investor Percentage with respect to Finance Charge
Receivables for such Monthly Period. On each Transfer Date, the Transferor
shall pay to the Servicer, and the Servicer shall deposit into the Finance
Charge Account, in immediately available funds, the amount of Interchange
to be so included as Collections of Finance Charge Receivables allocable to
the Investor Certificates with respect to the preceding Monthly Period.
SECTION 4. Reassignment and Transfer Terms. The Investor
Certificate 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 Certificate.
The Transferor shall execute and deliver the Series 1999-[ ] Certificate to
the Trustee for authentication in accordance with Section 6.1. The Trustee
shall deliver such Certificate when authenticated in accordance with
Section 6.2.
SECTION 6. Form of Delivery of Investor Certificate.
The Certificate shall be delivered as a Registered Certificate as
provided in Sections 6.1.
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
Certificate:
ARTICLE IV
RIGHTS OF THE CERTIFICATEHOLDER AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.4 Rights of the Certificateholder. The Investor
Certificate shall represent an undivided interest in the Trust, consisting
of the right to receive, to the extent necessary to make the required
payments with respect to such Investor Certificate 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
Accumulation Period Reserve Account and the Distribution Account. 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 Accumulation Period
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 Certificateholder 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) (A) Deposit into the Principal Account an amount equal to
the product of (1) the Investor Percentage on the Date of Processing
of such Collections and (2) the aggregate amount of Collections
processed in respect of Principal Receivables on such Date of
Processing; provided, however, that the amount deposited into the
Principal Account pursuant to this subsection 4.5(a)(ii)(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)(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.
(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 Certificateholder 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) (A) Deposit into the Principal Account an amount equal to
the product of (1) the Investor Percentage on the Date of Processing
of such Collections and (2) the aggregate amount of Collections
processed in respect of Principal Receivables on such Date of
Processing; provided, however, that the amount deposited into the
Principal Account pursuant to this subsection 4.5(b)(ii)(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)(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.
(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 Certificateholder 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 pursuant to this subsection 4.5(c)(ii)(A) shall not
exceed the sum of the Investor Interest as of the close of business on
the last day of the prior Monthly Period (after taking into account
any payments to be made on the Distribution Date relating to such
prior Monthly Period and deposits and any adjustments to be made to
the Investor Interest to be made on the Transfer Date relating to such
Monthly Period) and any Reallocated Principal Collections relating to
the Monthly Period in which such deposit is made and (B) pay to the
Holder of the Transferor Certificate an amount equal to the excess, if
any, identified in the proviso to clause (A) above; provided, however,
that the amount to be paid to the Holder of the Transferor Certificate
pursuant to this subsection 4.5(c)(ii)(B) with respect to any Date of
Processing shall be paid to the Holder of the Transferor Certificate
only if the Transferor Interest on such Date of Processing is greater
than the Minimum Transferor Interest (after giving effect to the
inclusion in the Trust of all Receivables created on or prior to such
Date of Processing and the application of payments referred to in
subsection 4.3(b)) and otherwise shall be deposited into the Excess
Funding Account.
(d) Limitation on Required Deposits. With respect to the
Investor Certificate, 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 Certificateholder and (ii) if at any time
prior to such Distribution Date the amount of Collections deposited in the
Collection Account exceeds the amount required to be deposited pursuant to
clause (i) above, the Servicer will be permitted to withdraw the excess
from the Collection Account. To the extent that, in accordance with this
subsection 4.5(d), the Servicer has retained amounts which would otherwise
be required to be deposited in the Finance Charge Account or the Principal
Account with respect to any Monthly Period, the Servicer shall be required
to deposit such amounts in the Finance Charge Account or the Principal
Account on the related Transfer Date to the extent necessary to make
required distributions to the Investor Certificateholder 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 Required Monthly Interest Payment.
The amount of monthly interest distributable to the Series Certificate
shall be an amount equal to the sum of the Class A Note Interest
Requirement, the Class B Note Interest Requirement and the Net Class C Note
Interest Requirement (collectively, the "Note Interest Requirement");
provided, however, that with respect to the first Distribution Date, each
of the Class A Note Interest Requirement, the Class B Note Interest
Requirement and the Net Class C Note Interest Requirement will include,
accrued interest at the applicable Note Interest Rate from the Closing Date
through [ ], 1999.
SECTION 4.7 Determination of Monthly Principal Payments.
The amount of monthly principal distributable from the Principal
Account with respect to the Investor Certificate on each Transfer Date,
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, the Controlled Deposit Amount for such
Transfer Date and (iii) the Adjusted Investor Interest on such Transfer
Date prior to any deposit into the Principal Funding Account to be made on
such day.
SECTION 4.8 Coverage of Required Amount. On or before each
Transfer Date, the Servicer will determine the amount (the "Required
Amount") by which (A) the sum of (i) the Class A Note Interest Requirement,
(ii) the Class B Note Interest Requirement and (iii) the Net Class C Note
Interest Requirement plus (B) the Net Investor Servicing Fee for the prior
Monthly Period plus (C) the Net Investor Servicing Fee, if any, due but not
paid on any prior Transfer Date plus, (D) the Investor Default Amount for
the prior Monthly Period, if any, exceeds the amount of Available Investor
Finance Charge Collections for such Monthly Period. In the event the
Required Amount is greater than zero, the Servicer shall give written
notice to the Trustee of such positive Required Amount for such Transfer
Date and all or a portion of the Shared Excess Finance Charge Collections
allocable to Series 1999-[ ] with respect to such Transfer Date in an
amount equal to the Required Amount, to the extent available, for such
Transfer Date shall be distributed from the Finance Charge Account on such
Transfer Date in accordance with the priority of payments set forth in
subsection 4.9(a).
SECTION 4.9 Monthly Payments. On or before each Transfer Date,
the Servicer shall instruct the Trustee in writing (which writing shall be
substantially in the form of Exhibit B hereto) to withdraw and the Trustee,
acting in accordance with such instructions, shall withdraw on such
Transfer Date or the related Distribution Date, as applicable, to the
extent of available funds, the amounts required to be withdrawn from the
Finance Charge Account, the Principal Account, the Principal Funding
Account and the Distribution Account as follows:
(a) An amount equal to the Available Investor Finance Charge
Collections for the related Monthly Period shall be distributed on each
Transfer Date in the following priority:
(i) an amount equal to Class A Note Interest Requirement for the
related Transfer Date, shall be distributed by the Servicer or the
Trustee to the Certificateholder;
(ii) an amount equal the Class B Note Interest Requirement for
the related Transfer Date shall be distributed by the Servicer or the
Trustee to the Certificateholder;
(iii) an amount equal to the Net Investor Servicing Fee for such
Transfer Date plus the amount of any Net Investor Servicing Fee due
but not paid to the Servicer on any prior Transfer Date shall be
distributed to the Servicer;
(iv) an amount equal to the Net Class C Interest Requirement for
the related Transfer Date, shall be distributed by the Servicer or the
Trustee to the Certificateholder;
(v) an amount equal to the Investor Default Amount, if any,
for the preceding Monthly Period shall be treated as a portion of
Available Investor Principal Collections and deposited into the
Principal Account on such Transfer Date;
(vi) an amount equal to the aggregate amount by which the
Investor Interest has been reduced below the Initial Investor Interest
for reasons other than the payment of principal to the
Certificateholder (but not in excess of the aggregate amount of such
reductions which have not been previously reimbursed) shall be
deposited in the Principal Account on such Transfer Date and treated
as a portion of Available Investor Principal Collections;
(vii) on and after the Accumulation Period Reserve Account
Funding Date, but prior to the date on which the Accumulation Period
Reserve Account terminates, the Trustee will deposit an amount up to
the excess, if any, of the Required Accumulation Period Reserve
Account Amount over the Available Accumulation Period Reserve Account
Amount into the Accumulation Period Reserve Account;
(viii) an amount equal to the excess, if any, of the Required
Owner Trust Spread Account Amount over the amount then on deposit in
the Owner Trust Spread Account will be paid to the Certificateholder;
and
(ix) the balance, after payments made pursuant to clauses (i)
through (viii) above, first will be treated as Excess Finance Charge
Collections which will be available to cover shortfalls, if any, in
amounts payable from collections of Finance Charge Receivables with
respect to other Series in accordance with the Agreement, and then the
balance, if any, remaining after any such sharing will be paid to the
Certificateholder.
To the extent of the Finance Charge Shortfall, if any, following
the application on each Transfer Date of Available Investor Finance Charge
Collections 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-[ ] in the priority set forth above.
(b) 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 lesser of (A) the product of (1) a
fraction, the numerator of which is equal to the Available Investor
Principal Collections and the denominator of which is equal to the sum
of the Available Investor Principal Collections available for sharing
as specified in the related Supplement for each Series and (2) the
Cumulative Series Principal Shortfall and (B) Available Investor
Principal Collections, shall remain in the Principal Account to be
treated as Shared Principal Collections and applied to Series other
than this Series 1999-[ ]; and
(ii) 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 subsection 4.9(b)(i) 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(b)(ii) 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.
(c) 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 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, the applicable Controlled Deposit
Amount for such Transfer Date and (iii) the Adjusted Investor Interest
prior to any deposits on such Transfer Date, shall be (A) during the
Controlled Accumulation Period, deposited into the Principal Funding
Account, and (B) during the Rapid Amortization Period paid to the
Certificateholder; and
(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(c)(i) above and the denominator of which is equal to
the sum of the Available Investor Principal Collections available for
sharing as specified in the related Supplement for each Series and (2)
the Cumulative Series Principal Shortfall and (B) Available Investor
Principal Collections, shall remain in the Principal Account to be
treated as Shared Principal Collections and applied to Series other
than this Series 1999-[ ]; 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 subsection 4.9(c)(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(c)(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 shall be deposited into the Excess
Funding Account.
(d) On the Transfer Date immediately preceding the Scheduled
Principal Allocation Commencement Date (and on each Distribution Date
thereafter during the Controlled Accumulation Period), the Trustee, acting
in accordance with instructions from the Servicer, shall pay to the
Certificateholder an amount equal to the amount on deposit in the Principal
Funding Account on the related Transfer Date.
(e) The Controlled Accumulation Period is scheduled to commence
at the close of business on the last day of the [ ] Monthly Period;
provided, however, that, if the Accumulation Period Length (determined as
described below) is less than 12 months, the date on which the Controlled
Accumulation Period actually commences will be delayed to the first
Business Day of the month that is the number of whole months prior to the
Scheduled Principal Allocation Commencement Date at least equal to the
Accumulation Period Length and, as a result, the number of Monthly Periods
in the Controlled Accumulation Period will at least equal the Accumulation
Period Length. On the [ ] Determination Date, 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.
On or before each Transfer Date, the Servicer shall calculate the
Investor Default Amount. If on any Transfer Date, the Investor Default
Amount for the prior Monthly Period exceeds the sum of the amount allocated
with respect thereto pursuant to subsection 4.9(a)(v), with respect to such
Monthly Period, the Investor Interest (after giving effect to reductions
for any Reallocated Principal Collections on such Transfer Date) will be
reduced by the amount of such excess (such amount, an "Investor Charge-
Off"), but not by more than the lesser of the Investor Default Amount and
the Investor Interest (after giving effect to reductions for any
Reallocated Principal Collections on such Transfer Date) for such Transfer
Date. In the event that such reduction would cause the Investor Interest
to be a negative number, the Investor Interest will be reduced to zero, and
no further amounts shall be allocated to the Investor Certificate. If the
Investor Interest has been reduced by the amount of any Investor Charge-
Offs or Reallocated Principal Collections, such reductions will be
reimbursed on any Transfer Date (but not by an amount in excess of the
aggregate unreimbursed Investor Charge-Offs and unreimbursed Reallocated
Principal Collections) by the amount of Available Investor Finance Charge
Collections allocable to Series 1999-[ ] allocated and available for such
purpose pursuant to subsection 4.9(a)(vi).
SECTION 4.11 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 with respect to such Transfer Date in an amount equal to the
lesser of the Available Principal Collections and the Monthly Principal
Reallocation Amount for the preceding Monthly Period, and apply such
amounts on such Transfer Date in accordance with the priority set forth in
Section 4.9(a) hereof. On each Transfer Date the Investor Interest shall
be reduced by the amount of Reallocated Principal Collections for such
Transfer Date.
SECTION 4.12 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-[ ] on any Transfer Date shall be applied as
Available Investor Principal Collections pursuant to Section 4.9 and shall
be deposited in the Distribution Account.
(b) Shared Principal Collections allocable to Series 1999-[ ]
with respect to any Transfer Date shall mean an amount equal to the Series
Principal Shortfall, if any, with respect to Series 1999-[ ] 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-[ ] 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-[ ] for such
Transfer Date and the denominator of which is the aggregate amount of the
Cumulative Series Principal Shortfall for all Series for such Transfer
Date.
SECTION 4.13 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
Certificateholder, 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
Certificateholder. 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 Certificateholder. If at any time the Principal Funding Account
ceases to be an Eligible Deposit Account, the Transferor shall notify the
Trustee, and the Trustee upon being notified (or the Servicer on its
behalf) shall, within 10 Business Days, establish a new Principal Funding
Account which meets 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(c).
(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 Certificateholder 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 before each Transfer
Date, shall transfer from the Principal Funding Account to the Finance
Charge Account the Principal Funding Investment Proceeds, but not in excess
of the Covered Amount, for application as Available Investor Finance Charge
Collections applied pursuant to subsection 4.9(a).
Any Excess Principal Funding Investment Proceeds shall be
included as Available Investor Finance Charge Collections for such Transfer
Date. An amount equal to any Principal Funding Investment Shortfall shall
be deposited in the Finance Charge Account on each Transfer Date from the
Accumulation Period Reserve Account to the extent funds are available
pursuant to subsection 4.14(d) and included as Available Investor Finance
Charge Collections for such Transfer Date. 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 4.14 Accumulation Period Reserve Account.
(a) The Trustee shall establish and maintain, on behalf of the
Trust, for the benefit of the Investor Certificateholder, an Eligible
Deposit Account (the "Accumulation Period Reserve Account"), bearing a
designation clearly indicating that the funds deposited therein are held
for the benefit of the Investor Certificateholder. The Trustee shall
possess all right, title and interest in all funds on deposit from time to
time in the Accumulation Period Reserve Account and in all proceeds
thereof. The Accumulation Period Reserve Account shall be under the sole
dominion and control of the Trustee for the benefit of the Investor
Certificateholder. If at any time the institution holding the Accumulation
Period 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 Accumulation Period Reserve Account meeting the conditions specified in
the definition of Eligible Deposit Account, and shall transfer any cash or
any investments to such new Accumulation Period Reserve Account. The
Trustee, at the direction of the Servicer, shall (i) make withdrawals from
the Accumulation Period Reserve Account from time to time in an amount up
to the Available Accumulation Period 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 Accumulation Period Reserve Account
Funding Date) prior to termination of the Accumulation Period Reserve
Account make a deposit into the Accumulation Period Reserve Account in the
amount specified in, and otherwise in accordance with, subsection
4.9(a)(vii).
(b) Funds on deposit in the Accumulation Period Reserve Account
shall be invested at the direction of the Servicer by the Trustee in
Permitted Investments. Funds on deposit in the Accumulation Period Reserve
Account on any Transfer Date, after giving effect to any withdrawals from
the Accumulation Period Reserve Account on such Transfer Date, shall be
invested in such investments that will mature so that such funds will be
available for withdrawal on or prior to the next succeeding Transfer Date.
The Trustee shall maintain for the benefit of the Investor
Certificateholder 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 Accumulation Period
Reserve Account shall be retained in the Accumulation Period Reserve
Account (to the extent that the Available Accumulation Period Reserve
Account Amount is less than the Required Accumulation Period Reserve
Account Amount) and the balance, if any, shall be deposited into the
Finance Charge Account and included in Available Investor Finance Charge
Collections for such Transfer Date. For purposes of determining the
availability of funds or the balance in the Accumulation Period 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 Investor
Interest and on or before the first Transfer Date with respect to the Rapid
Amortization Period, the Servicer shall calculate the "Accumulation Period
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 Accumulation Period Reserve Account under Section 4.9(vii) with
respect to such Transfer Date.
(d) In the event that for any Transfer Date the Accumulation
Period Reserve Draw Amount is greater than zero, the Accumulation Period
Reserve Draw Amount, up to the Available Accumulation Period Reserve
Account Amount, shall be withdrawn from the Accumulation Period 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 Available Investor Finance Charge Collections for such
Transfer Date.
(e) In the event that the Accumulation Period Reserve Account
balance on any Transfer Date, after giving effect to all deposits to and
withdrawals from the Accumulation Period 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 Accumulation
Period Reserve Account, and include as Available Investor Finance Charge
Collections for such Transfer Date, an amount equal to such Accumulation
Period 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 Scheduled Principal Allocation Commencement Date, the
Trustee, acting in accordance with the instructions of the Servicer, shall
withdraw from the Accumulation Period Reserve Account and deposit all such
amounts, if any, into the Finance Charge Account to be treated as Available
Investor Finance Charge Collections and the Accumulation Period Reserve
Account shall be deemed to have terminated for purposes of this Series
Supplement.
SECTION 4.15 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
Class A Note Interest Requirement, the Class B Note Interest Requirement,
the Class C Interest Requirement, the Net Class C Interest Requirement and
the amount of the Principal Payment on each Distribution Date. The
Servicer shall, upon request of the Trustee, promptly provide the Trustee
with all information necessary to allow the Trustee to make such payment,
deposit or withdrawal. Such funds or the proceeds of such withdrawal shall
be applied by the Trustee in the manner in which such payment or deposit
should have been made by the Transferor or the Servicer, as the case may
be.
SECTION 8. Article V of the Agreement. Article V of the
Agreement shall read in its entirety as follows and shall be applicable
only to the Investor Certificateholder:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO THE INVESTOR
CERTIFICATEHOLDER
SECTION 5.1 Distributions. On each Transfer 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 the Investor 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)the amounts on
deposit in the Distribution Account which are payable to the Investor
Certificateholder pursuant to Section 4.9 by check mailed to the
Certificateholder (at the Certificateholder's address as it appears in the
Certificate Register), except that in the event the Investor Certificate is
registered in the name of the nominee of a Clearing Agency or the Owner
Trust, such distribution shall be made in immediately available funds.
SECTION 5.2 Monthly Series 1999-[] Certificateholder's
Statement.
(a) On or before each Distribution Date, the Trustee shall
forward to the Series 1999-[ ] Certificateholder, each Rating Agency and
the Owner Trustee 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 the
payment of principal with respect to the Certificate;
(ii) the amount of the current distribution allocable to the
Class A Note Interest Requirement, Class B Note Interest Requirement,
and the Net Class C Note Interest Requirement, respectively;
(iii) the amount of Collections of Principal Receivables
processed during the related Monthly Period and allocated in respect
of the Certificate;
(iv) the amount of Collections of Finance Charge Receivables
processed during the related Monthly Period and allocated in respect
of the Certificate;
(v) the aggregate amount of Principal Receivables, the Investor
Interest, the Adjusted Investor Interest, the Floating Investor
Percentage and the Fixed Investor Percentage as of the close of
business on the Distribution Date preceding such Transfer Date (after
giving effect to all of the transactions occurring on such date);
(vi) the aggregate outstanding balance of Accounts which were 30
to 59, 60 to 89, and 90 or more days delinquent as of the end of the
day on the Record Date;
(vii) the Aggregate Investor Default Amount for the related
Monthly Period;
(viii) the aggregate amount of Investor Charge-Offs, for the
related Monthly Period;
(ix) the aggregate amount of Investor Charge-Offs, reimbursed on
the Transfer Date immediately preceding such Distribution Date;
(x) the amount of the Investor Servicing Fee for the related
Monthly Period;
(xi) the Portfolio Yield for the preceding Monthly Period;
(xii) the amount of Reallocated Principal Collections with
respect to such Distribution Date;
(xiii) the Accumulation Shortfall;
(xiv) the Principal Funding Investment Proceeds transferred to
the Finance Charge Account on the related Transfer Date;
(xv) the Principal Funding Investment Shortfall on the related
Transfer Date;
(xvi) the amount of Available Investor Finance Charge
Collections on deposit in the Finance Charge Account on the related
Transfer Date; and
(xvii) 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 the Series 1999-[ ] Certificateholder, a
statement prepared by the Servicer containing the information required to
be contained in the regular monthly report to the Series 1999-[ ]
Certificateholder, as set forth in subclauses (i) and (ii) above,
aggregated for such calendar year or the applicable portion thereof during
which such Person was the Series 1999-[ ] Certificateholder, together with
such other customary information (consistent with the treatment of the
Certificate as debt) as the Servicer deems necessary or desirable to enable
the Series 1999-[ ] Certificateholder to prepare its 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-[ ] Pay Out Events. If any one of the
following events shall occur with respect to the Investor Certificate:
(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 Investor Certificateholder 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 Holder of the Investor Certificate and continues to
affect materially and adversely the interests of the Series 1999-[ ]
Certificateholder;
(b) any representation or warranty made by the Transferor in the
Agreement or this Series Supplement, or any information contained in a
computer file or microfiche list required to be delivered by the Transferor
pursuant to Section 2.1 or 2.6, (i) shall prove to have been incorrect in
any material respect when made or when delivered, which continues to be
incorrect in any material respect for a period of 60 days after the date on
which written notice of such failure, requiring the same to be remedied,
shall have been given to the Transferor by the Trustee, or to the
Transferor and the Trustee by the Holder of the Investor Certificate, and
(ii) as a result of which the interests of the Series 1999-[ ]
Certificateholder are materially and adversely affected and continue to be
materially and adversely affected for such period; provided, however, that
a Series 1999-[ ] Pay Out Event pursuant to this subsection 9(b) shall not
be deemed to have occurred hereunder if the Transferor has accepted
reassignment of the related Receivable, or all of such Receivables, if
applicable, during such period in accordance with the provisions of the
Agreement;
(c) the average Portfolio Yield for any three consecutive Monthly
Periods is reduced to a rate which is less than the average of the Base
Rates 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-[ ] Certificateholder;
(f) the Investor Interest shall not be paid in full on the second
Distribution Date following the Scheduled Principal Allocation
Commencement Date; or
(g) the occurrence of an Event of Default under the Indenture;
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 subsections,
either the Trustee or the Noteholders representing not less than 50% of the
outstanding principal amount of the Notes by notice then given in writing
to the Transferor and the Servicer (and to the Trustee if given by the
Noteholders) may declare that a pay out event (a "Series 1999-[ ] Pay Out
Event") has occurred with respect to the Series Certificate as of the date
of such notice, and in the case of any event described in subsection 9(c),
(d), (f) or (g) hereof, a Series 1999-[ ] Pay Out Event shall occur without
any notice or other action on the part of the Trustee or the Noteholders
immediately upon the occurrence of such event.
SECTION 10. Series 1999-[ ] Termination. The right of the
Investor Certificateholder to receive payments from the Trust will
terminate on the first Business Day following the Series 1999-[ ]
Termination Date.
SECTION 11. Counterparts. This Series Supplement may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all of such counterparts shall together
constitute but one and the same instrument.
SECTION 12. 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 13. No Petition. The Transferor, the Servicer and the
Trustee, by entering into this Series Supplement and the Certificateholder,
by accepting a Series 1999-[ ] 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 Certificateholder, the Agreement
or this Series Supplement.
SECTION 14. Amendment to Agreement. By purchasing its Series
1999-[ ] Certificate the Investor Certificateholder shall be deemed to have
consented that The Chase Manhattan Bank shall be replaced as Servicer with
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.
SECTION 15. Tax Representation and Covenant. Any
Certificateholder shall be required to represent and covenant in connection
with such acquisition that (x) it has neither acquired, nor will it sell,
trade or transfer any interest in the Trust or cause any interest in the
Trust to be marketed on or through an "established securities market"
within the meaning of Code section 7704(b)(1), including without limitation
an interdealer quotation system that regularly disseminates firm buy or
sell quotations by identified brokers or dealers by electronic means or
otherwise, (y) unless the Transferor consents otherwise, such holder (i) is
properly classified as, and will remain classified as, a "corporation" as
described in Code section 7701(a)(3) and (ii) is not, and will not become,
an S corporation as described in Code section 1361, and (z) it will (i)
cause any participant with respect to such interest otherwise permitted
hereunder to make similar representations and covenants for the benefit of
the Transferor and the Trust and (ii) forward a copy of such
representations and covenants to the Trustee. Each such Holder shall
further agree in connection with its acquisition of such interest that, in
the event of any breach of its (or its participant's) representation and
covenant that it (or its participant) is and shall remain classified as a
corporation other than an S corporation, the Transferor shall have the
right to procure a replacement investor to replace such holder (or its
participant), and further that such holder shall take all 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. Transfers of the Certificates. (a) No portion of
the Certificate or any interest therein may be sold (including in the
initial offering), conveyed, assigned, hypothecated, pledged, participated,
or otherwise transferred (each, a "Transfer") except in accordance with
this Section 16. No portion of the Certificate or any interest therein may
be Transferred to any Person (other than Chase Manhattan Bank Delaware, not
in its individual capacity but solely in its capacity as owner trustee of
the Chase Credit Card Owner Trust 1999- and The Bank of New York, not
in its individual capacity but solely in its capacity as indenture trustee
for the Chase Credit Card Owner Trust 1999- ) (each, an "Assignee"),
unless the Assignee shall have executed and delivered the certification
referred to in subsection 16(e) below. Any attempted Transfer that would
cause the number of Targeted Holders to exceed ninety-nine shall be void.
(b) Each Assignee shall certify to the Transferor, the Servicer,
and the Trustee that it is either (A)(i) a citizen or resident of the U.S.,
(ii) a corporation, partnership or other entity organized in or under the
laws of the U.S. or any political subdivision thereof which, if such entity
is a tax-exempt entity, recognizes that payments with respect to the
Certificate may constitute unrelated business taxable income or (iii) a
Person not described in (i) or (ii) whose ownership of any interest in the
Certificates is effectively connected with the conduct of a trade or
business within the United States (within the meaning of the Code) or (B)
an estate or trust the income of which is includible in gross income for
U.S. federal income tax purposes. Each Assignee also shall agree that (a)
if it is a person described in clause (A)(i) or (A)(ii) above, it will
furnish to the Person from whom it is acquiring any interest in the
Certificate, the Servicer and the Trustee, a properly executed U.S.
Internal Revenue Service Form W-9 (and will agree to furnish a new Form W-
9, or any successor applicable form, upon the expiration or obsolescence of
any previously delivered form) or (b) if it is a person described in clause
(A)(iii) above, it will furnish to the person from whom it is acquiring any
interest in the Certificate, the Servicer and the Trustee, a properly
executed U.S. Internal Revenue Service Form 4224 (and will agree to furnish
a new Form 4224, or any successor applicable form, upon the expiration or
obsolescence of any previously delivered form and comparable statements in
accordance with applicable U.S. laws), and, in each case, such other
certifications, representations or opinions of counsel as may be requested
by the Trustee.
(c) Each Initial Purchaser of any interest in the Certificate
and any Assignee thereof shall certify to the Transferor, the Servicer and
the Trustee that, in the case of any Assignee, it has not acquired and, in
the case of each Initial Purchaser and any Assignee, it will not sell,
trade or transfer any interest in the Certificate or cause an interest in
the Certificate to be marketed on or through an "established securities
market" within the meaning of Section 7704(b)(1) of the Code and any
treasury regulation thereunder, including, without limitation, an over-the-
counter-market or an interdealer quotation system that regularly
disseminates firm buy or sell quotations. In addition, any Assignee shall
certify, prior to any delivery or Transfer to it of any Certificate that it
is not and will not become, for so long as it holds an interest in the
Certificate, a partnership, Subchapter S corporation or grantor trust for
U.S. federal income tax purposes or, if it is such a Person, the
Certificate will represent not more than 50% of the value of all of its
assets. Each Initial Purchaser of an interest in the Certificate
acknowledges that the Opinion of Counsel to the effect that the Trust will
not be treated as a publicly traded partnership taxable as a corporation is
dependent in part on the accuracy of its certifications described in this
subsection 16(c). For purposes of this Section 16, "Initial Purchaser"
shall mean the Transferor, Chase Manhattan Bank Delaware, not in its
individual capacity but solely in its capacity as owner trustee of the
Chase Credit Card Owner Trust 1999-[ ] and The Bank of New York, not in
its individual capacity but solely in its capacity as indenture trustee for
the Chase Credit Card Owner Trust 1999-[ ].
(d) Each Initial Purchaser of any interest in the Certificate
shall, by its acceptance of the Certificate, be deemed to have certified
and each Assignee shall certify to the Transferor, the Servicer and the
Trustee (i) that it has purchased its interest in the Certificate for
investment only and not with a view to any public distribution thereof,
(ii) that it will not offer, sell, pledge or otherwise transfer its
interest in all or any portion of the Certificate, except in compliance
with the Securities Act and other applicable laws and only (1) to the
Transferor or (2) to a limited number of institutional "accredited
investors" (as defined in rule 501(a)(1), (2), (3) or (7) under the
Securities Act) and in a transaction exempt from the registration
requirements of the Securities Act (upon delivery of the documentation
required by the Pooling and Servicing Agreement and, if the Trustee so
requires, an opinion of counsel satisfactory to the Trustee) and (iii) its
purchase of its interest in the Certificate is not being made in reliance
on the Prospectus. Each holder by acquiring the Certificate must represent
that it is an institutional "accredited investor" (as defined in rule
501(a)(1), (2), (3) or (7) under the Securities Act).
(e) Any request for registration of transfer of all or any
portion of the Certificate shall be made at the office of the Transfer
Agent and Registrar and shall be accompanied by a letter of representations
from the prospective Certificateholder substantially in the form attached
as Exhibit D, executed by the ultimate beneficial purchaser of the Investor
Interest (or any portion thereof) in person or by such prospective
Certificateholder's attorney thereunto duly authorized in writing, and
receipt by the Trustee of the written consent of each of the Transferor and
the Servicer to such transfer, the Certificate (or such portion thereof)
shall be transferred upon the Certificate Register. Such transfers of all
or any portion of the Certificate shall be subject to the restrictions set
forth in this Section 16 and to such other restrictions as shall be set
forth in the letter of representations, substantially in the form attached
as Exhibit D, executed by the purchasing Certificateholder. Successive
registrations and registrations of transfers as aforesaid may be made from
time to time as desired, and each such registration shall be noted on the
Certificate Register.
(f) The Transferor and the Servicer will facilitate any transfer
of the Certificate consistent with the requirements of this Section 16,
including assisting in the determination as to whether the number of
Targeted Holders would exceed ninety-nine.
SECTION 17. Compliance with Withholding Requirements.
Notwithstanding any other provision of the Agreement, the Trustee and any
Paying Agent shall comply with all Federal withholding requirements with
respect to payments to the Certificateholders of interest, original issue
discount, or other amounts that the Trustee, any Paying Agent, the Servicer
or the Transferor reasonably believes are applicable under the Code. The
consent of the Certificateholders shall not be required for any such
withholding. In the event the Trustee or the Paying Agent withholds any
amount from payments made to any Certificateholders pursuant to federal
withholding requirements, the Trustee or the Paying Agent shall indicate to
such Certificateholders the amount withheld and all such amounts shall be
deemed to have been paid to such Certificateholder Holder and the
Certificateholders shall have no claim therefor.
SECTION 18. Tax Characterization of the Certificate. It is the
intention of the parties hereto that the provisions of Section 3.7 of the
Agreement shall not apply to cause the Certificate to be treated as debt
for Federal, state and local income and franchise tax purposes, but rather
it is the intention of the parties hereto that the Certificate be treated
for Federal, state and local income and franchise tax purposes as
representing an undivided beneficial interest in the assets of the Trust.
SECTION 19. ERISA Legend. Each Certificate will bear a legend
or legends substantially in the following form:
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 ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee
have caused this Series 1999-[ ] 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:________________________________
Name:
Title:
THE CHASE MANHATTAN BANK,
Transferor prior to June 1, 1996 and
Servicer
By:________________________________
Name:
Title:
THE BANK OF NEW YORK,
Trustee
By:________________________________
Name:
Title:
EXHIBIT A
FORM OF CERTIFICATE
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 ENTITY WHOSE UNDERLYING ASSETS INCLUDE
PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.
No. ___ $_________
CHASE CREDIT CARD MASTER TRUST
SERIES 1999-[ ] CERTIFICATE
Evidencing an Undivided Interest in a trust, the corpus of which consists
of a portfolio of MasterCardregistered trademark and VISAregistered
trademark 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 (the "Certificateholder") is the
registered owner of an Undivided Interest in a trust (the "Trust"), the
corpus of which consists of a portfolio of receivables (the "Receivables")
now existing or hereafter created and arising in connection with selected
MasterCard and VISA credit card accounts (the "Accounts") of Chase USA, all
monies due or to become due in payment of the Receivables (including all
Finance Charge Receivables), the right to certain amounts received as
Interchange and Recoveries (if any), all proceeds of the foregoing and the
other assets and interests constituting the Trust pursuant to the Second
Amended and Restated Pooling and Servicing Agreement dated as of September
1, 1996 as supplemented by the Series 1999-[ ] Supplement dated as of [
], 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
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.
This 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
Certificateholder by virtue of the acceptance hereof assents and by which
the Certificateholder is bound. This Certificate is a duly authorized
Investor Certificate entitled "Series 1999-[ ]Certificate" (the
"Certificate"), which represents an Undivided Interest in the Trust,
including the right to receive the Collections and other amounts allocated
to the 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 Accumulation Period Reserve
Account or paid to the Certificateholder.
The aggregate interest represented by the Certificate at any time
in the Principal Receivables in the Trust shall not exceed an amount equal
to the Investor Interest at such time. As of the Closing Date, the Initial
Investor Interest is $[ ].
- -------------------------
MasterCardregistered trademark and VISAregistered trademark
are federally registered servicemarks of MasterCard Interna-
tional Inc. and of Visa U.S.A., Inc., respectively.
The Investor Interest on any date of determination will be an
amount equal to (a) the Initial Investor Interest minus (b) the aggregate
amount of principal payments made to the Certificateholder prior to such
date, and minus (c) the excess, if any, of the aggregate amount of Investor
Charge-Offs and Reallocated Principal Collections over Investor Charge-Offs
and Reallocated Principal Collections reimbursed prior to such date of
determination; provided, however, that the 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 Investor Interest will be
further reduced (such reduced amount, the "Adjusted Investor Interest") by
the aggregate principal amount of funds on deposit in the Principal Funding
Account.
In addition to the Certificate, a Transferor Certificate
representing an undivided interest in the Trust will be issued to the
Transferor pursuant to the Pooling and Servicing Agreement. The Transferor
Certificate will represent the interest in the Principal Receivables not
represented by all of the Investor Certificate 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.
The Trust shall pay to the Series Certificateholder an amount
equal to the sum of the Class A Note Interest Requirement, the Class B Note
Interest Requirement and the Net Class C Note Interest Requirement from the
Closing Date through [ ], 1999, and with respect to each Interest
Period thereafter, as more specifically set forth in the Pooling and
Servicing Agreement (collectively, the "Note Interest Amount"), and will be
distributed on the Business Day preceding [ ], 1999 and 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
Certificateholder of record as of the last Business Day of the calendar
month preceding such Distribution Date (the "Record Date"). During the
Rapid Amortization Period, in addition to the Note Interest Amount,
principal will be distributed to the Certificateholder on each Distribution
Date to the extent of Available Investor Principal Collections until the
Certificate has been paid in full. During the Controlled Accumulated
Period, in addition to monthly payments of the Note Interest Amounts, the
amount on deposit in the Principal Funding Account will be distributed as
principal to the Certificateholders on the Business Day preceding the [
] Distribution Date (the "Scheduled Principal Allocation Commencement
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-[ ] Certificate, (ii)
from other amounts constituting Available Investor Finance Charge
Collections, the following amounts: (x) an amount equal to the sum of (A)
Class A Note Interest Requirement, (B) Class B Note Interest Requirement,
and (C) Net Class C Note Interest Requirement.
On each Transfer Date, the Trustee shall apply the Available
Investor Finance Charge Collections 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 Note
Interest Requirement for the related Payment Date, (ii) an amount equal to
the Class B Note Interest Requirement for the related Payment Date, (iii)
the amount of any Net Investor Servicing Fee for such Transfer Date plus
the amount of any Net Investor Servicing Fee due but not paid on any prior
Transfer Date, (iv) an amount equal to the Investor Default Amount, if any,
for the preceding Monthly Period, (v) an amount equal to the sum of the
Investor Charge-Offs and the amount of Reallocated Principal Collections
which have not been previously reimbursed, (vi) an amount equal to the Net
Class C Note Interest Requirement for the related Payment Date, (vii) in
accordance with the terms of the Pooling and Servicing Agreement, an amount
equal to the excess of the Required Accumulation Period Reserve Account
Amount over the Available Accumulation Period Reserve Account Amount (viii)
the amount of any Investor Servicing Fee, less Servicer Interchange over
the amount paid to the Servicer pursuant to clause (iii) above, (ix) the
excess, if any, of the Required Owner Trust Spread Account Amount over the
amount then on deposit in the Owner Trust Spread Account.
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 least
of (a) the Available Investor Principal Collections on deposit in the
Principal Account, (b) the applicable Controlled Deposit Amount and (c) the
Adjusted Investor Interest prior to any deposits on such date and from such
amounts, and deposit such amount(i) during the Controlled Accumulation
Period, deposit such amount into the Principal Funding Account, and (ii)
during the Rapid Amortization Period, pay such amount to the
Certificateholder.
Distributions with respect to this Series 1999-[ ] Certificate
will be made by the Trustee by, except as otherwise provided in the Pooling
and Servicing Agreement, wire transfer or check mailed to the address of
the Series 1999-[ ] Certificateholder of record appearing in the
Certificate Register and except for the final distribution in respect of
this Series 1999-[ ] Certificate, without the presentation or surrender of
this Series 1999-[ ] Certificate or the making of any notation thereon.
This Certificate represents an interest in only the Chase Credit
Card Master Trust. This Certificate does not represent an obligation of,
or an interest in, the Transferor or the Servicer, and neither the
Certificate nor the Accounts or Receivables are insured or guaranteed by
the Federal Deposit Insurance Corporation or any other governmental agency.
This Series 1999-[ ] 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 Certificate shall be registered in the
Certificate Register upon surrender of this agency maintained by the
Transfer Agent and Registrar accompanied by a written instrument of
transfer in a form satisfactory to the Trustee and the Transfer Agent and
Registrar duly executed by the Certificateholder or such
Certificateholder's attorney-in-fact duly authorized in writing, and
thereupon one or more new Certificates of authorized denominations and for
the same aggregate Undivided Interests will be issued to the designated
transferee or transferees.
The Servicer, the Trustee and the Transfer Agent and Registrar,
and any agent of any of them, may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither
the Servicer, the Trustee, the Paying Agent, the Transfer Agent and
Registrar, nor any agent of any of them or of any such agent shall be
affected by notice to the contrary except in certain circumstances
described in the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement provides that the right of
the Series 1999-[ ] Certificateholder to receive payment from the Trust
will terminate on the first Business Day following the Series 1999-[ ]
Termination Date. Upon the termination of the Trust pursuant to Section
12.1 of the Pooling and Servicing Agreement, the Trustee shall assign and
convey to the Holder of the Transferor Certificate (without recourse,
representation or warranty) all right, title and interest of the Trust in
the Receivables, whether then existing or thereafter created, and all
proceeds of such Receivables and Insurance Proceeds relating to such
Receivables. The Trustee shall execute and deliver such instruments of
transfer and assignment, in each case without recourse, as shall be
prepared by the Servicer reasonably requested by the Holder of the
Transferor Certificate to vest in such Holder all right, title and interest
which the Trustee had in the Receivables.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement,
or be valid for any purpose.
IN WITNESS WHEREOF, Chase Manhattan Bank USA, National
Association, has caused this Certificate to be duly executed.
By:
Authorized Officer
Dated:
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS
AND NOTIFICATION TO THE TRUSTEE
OF THE CHASE MANHATTAN BANK
[TO COME]
EXHIBIT C
THE CHASE MANHATTAN BANK CERTIFICATEHOLDERS STATEMENT
[TO COME]
EXHIBIT D
[DATE]
Chase Manhattan Bank USA, National Association
802 Delaware Avenue
Wilmington, Delaware 19801
The Bank of New York
White Clay Center
101 Barclay Street
New York, New York 10286
Re: Chase Credit Card Master Trust, Series 1999-[ ]
Ladies and Gentlemen:
In connection with our proposed purchase of $[ ] in principal
amount of the Chase Credit Card Master Trust, Series 1999-[ ] certificate
(the "Certificate"), we confirm that:
1. We have received such information and documentation as we deem
necessary in order to make our investment decision. We understand that
such information and documentation speaks only as of its date and that the
information contained therein may not be correct or complete as of any time
subsequent to such date.
2. We agree to be bound by the restrictions and conditions relating
to the Certificate set forth in the [Second] Amended and Restated Pooling
and Servicing Agreement, dated as of September 1, 1996, as amended and as
supplemented by the Series 1999-[ ] Supplement dated as of [ ],
1999 (the "Series 1999-[ ] Supplement" and together with the Pooling and
Servicing Agreement, the "Pooling and Servicing Agreement"), each by and
among Chase USA, as Transferor on and after June 1, 1996, The Chase
Manhattan Bank, as Transferor prior to June 1, 1996 and as Servicer, and
The Bank of New York, as Trustee ("Trustee"), and agree to be bound by, and
not to reoffer, resell, pledge or otherwise transfer (any such act, a
"Transfer") the Certificate except in compliance with such restrictions and
conditions including but not limited to those in Section 16 of the Series
1999-[ ] Supplement.
3. We agree that the Certificate may be reoffered, resold, pledged
or otherwise transferred only in compliance with the Securities Act of
1933, as amended (the "Securities Act") and other applicable laws and only
(i) to the Transferor or (ii) to a limited number of institutional
"accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act) and in a transaction exempt from the registration
requirements of the Securities Act (upon delivery of the documentation
required by the Pooling and Servicing Agreement and, if the Trustee so
requires, an opinion of counsel satisfactory to the Trustee).
4. We have neither acquired nor will we Transfer the Certificate we
acquire (or any interest therein) or cause any part of the certificate (or
any interest therein) to be marketed on or through an "established
securities market" within the meaning of Section 7704(b)(1) of the Internal
Revenue Code of 1986, as amended (the "Code") and any treasury regulation
thereunder, including, without limitation, an over-the-counter-market or an
interdealer quotation system that regularly disseminates firm buy or sell
quotations.
5. We are not and will not become, for so long as we own any
interest in the Certificate, a partnership, Subchapter S corporation or
grantor trust for United States federal income tax purposes or, if we are
such a Person, the Certificate does not represent more than 50% of the
value of all of our assets.
6. We are a person who is either (A)(i) a citizen or resident of the
United States, (ii) a corporation or other entity organized in or under the
laws of the United States or any political subdivision thereof or (iii) a
person not described in (i) or (ii) whose ownership of the Certificate is
effectively connected with a such person's conduct of a trade or business
within the United States (within the meaning of the Code) or (B) an estate
or trust the income of which is includible in gross income for United
States federal income tax purposes. We agree that (a) if we are a person
described in clause (A)(i) or (A)(ii) above, we will furnish to the person
from whom we are acquiring an interest in the Certificate, the Servicer and
the Trustee, a properly executed U.S. Internal Revenue Service Form W-9 and
a new Form W-9, or any successor applicable form, upon the expiration or
obsolescence of any previously delivered form or (b) if we are a person
described in clause (A)(iii) above, we will furnish to the person from whom
we are acquiring an interest in the Certificate, the Servicer and the
Trustee, a properly executed U.S. Internal Revenue Service Form 4224 and a
new Form 4224, or any successor applicable form, upon the expiration or
obsolescence of any previously delivered form (and, in each case, such
other certifications, representations or opinions of counsel as may be
requested by the Trustee). We recognize that if we are a tax-exempt
entity, payments with respect to the Certificate may constitute unrelated
business taxable income.
7. We understand that a subsequent Transfer of the Certificate will
be void if such Transfer would cause the number of Targeted Holders (as
defined in the Series 1999-[ ] Supplement) to exceed ninety nine.
8. We understand that the opinion of tax counsel that the Trust is
not a publicly traded partnership taxable as a corporation is dependent in
part on the accuracy of the representations in paragraphs 4 and 5.
9. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3), or (7) of Regulation D under the Securities Act) and
have such knowledge and experience in financial and business matters as to
be capable of evaluating the merits and risks of our investment in the
Certificate, and we and any account for which we are acting are each able
to bear the economic risk of our or its investment.
10. We are acquiring the Certificate purchased by us for our own
account or for a single account (each of which is an institutional
"accredited investor") as to which we exercise sole investment discretion.
11. We are not (a) an "employee benefit plan" (as defined in Section
3(3) of ERISA), including governmental plans and church plans, (b) a plan
described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the "Code") including individual retirement accounts and Keogh
plans, or (c) any other entity whose underlying assets include "plan
assets" (as defined in United States Department of Labor ("DOL") Regulation
Section 2510.3-101, 29 C.F.R. section2510.3-101 or otherwise under ERISA)
by reason of a plan's investment in the entity, including, without
limitation, an insurance company general account
12. We understand that any purported Transfer of any portion of the
Certificate in contravention of the restrictions and conditions in
paragraphs 1 through 11 above (including any violation of the
representation in paragraph 5 by an investor who continues to hold an
interest in the Certificate occurring any time after the Transfer in which
it acquired such Certificate) shall be null and void and the purported
transferee shall not be recognized by the Trust or any other person as a
Certificate Holder for any purpose.
13. We further understand that, on any proposed resale, pledge or
transfer of the Certificate, we will be required to furnish to the Trustee
and the Registrar, such certifications and other information as the Trustee
or the Registrar may reasonably require to confirm that the proposed sale
complies with the foregoing restrictions and with the restrictions and
conditions of the Certificate and the Pooling and Servicing Agreement
pursuant to which the Certificate were issued and we agree that if we
determine to Transfer the Certificate, we will cause our proposed
transferee to provide the Transferor, the Servicer and the Trustee with a
letter substantially in the form of this letter. We further understand
that the Certificate purchased by us will bear a legend to the foregoing
effect.
14. The person signing this letter on behalf of the ultimate
beneficial purchaser of the Certificate has been duly authorized by such
beneficial purchaser of the Certificate to do so.
You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party
in any administrative or legal proceeding or official inquiry with respect
to the matters covered hereby.
Very truly yours,
[full legal name of purchaser]
By:_______________________
Name:
Title:
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is the Certificate of Chase Credit Card Master Trust, Series
1999-[ ], referred to in the within-mentioned Pooling and Servicing
Agreement.
THE BANK OF NEW YORK,
Trustee
By:
Authorized Signatory
Dated:
CHASE CREDIT CARD OWNER TRUST 1999-_
TRUST AGREEMENT
between
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
as Depositor
and
CHASE MANHATTAN BANK DELAWARE,
as Owner Trustee
Dated as of _____, 1999
-----------------------------------------------------------------
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
SECTION 1.1. Capitalized Terms . . . . . . . . . . . . . . . 1
ARTICLE II
ORGANIZATION
SECTION 2.1 Name . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.2 Office . . . . . . . . . . . . . . . . . . . 3
SECTION 2.3 Purposes and Powers . . . . . . . . . . . . 3
SECTION 2.4 Appointment of Owner Trustee . . . . . . . . 4
SECTION 2.5 Initial Capital Contribution of Trust Estate 4
SECTION 2.6 Declaration of Trust . . . . . . . . . . . . . 5
SECTION 2.7 Title to Issuer Property . . . . . . . . . . 5
SECTION 2.8 Situs of Issuer . . . . . . . . . . . . . . 5
SECTION 2.9 Representations and Warranties of the
Depositor . . . . . . . . . . . . . . . . . 5
SECTION 2.10 Liability of Certificateholder . . . . . . 6
ARTICLE III
CERTIFICATES AND TRANSFER OF INTERESTS
SECTION 3.1 Initial Ownership . . . . . . . . . . . . . 6
SECTION 3.2 The Certificate . . . . . . . . . . . . . . 6
SECTION 3.3 Execution, Authentication and Delivery of
Certificates . . . . . . . . . . . . . . . . 7
SECTION 3.4 Restrictions on Transfer . . . . . . . . . . 7
SECTION 3.5 Mutilated, Destroyed, Lost or Stolen
Certificates . . . . . . . . . . . . . . . . 7
SECTION 3.6 Authenticating Agent . . . . . . . . . . . . 7
SECTION 3.7 Actions of Certificateholder . . . . . . . . 9
SECTION 3.8 Certificateholder Distributions . . . . . . . 9
ARTICLE IV
ACTIONS BY OWNER TRUSTEE
SECTION 4.1 Prior Notice to Certificateholder with
Respect to Certain Matters . . . . . . . . . . 9
ARTICLE V
AUTHORITY AND DUTIES OF OWNER TRUSTEE
SECTION 5.1 General Authority . . . . . . . . . . . . . 10
SECTION 5.2 General Duties . . . . . . . . . . . . . . . 10
SECTION 5.3 Action upon Instruction . . . . . . . . . . 11
SECTION 5.4 No Duties Except as Specified in this
Agreement or in Instructions . . . . . . . . 11
SECTION 5.5 No Action Except under Specified Documents or
Instructions . . . . . . . . . . . . . . . . 12
SECTION 5.6 Restrictions . . . . . . . . . . . . . . . . 12
SECTION 5.7 Doing Business in Other Jurisdictions . . . 12
ARTICLE VI
CONCERNING OWNER TRUSTEE
SECTION 6.1 Acceptance of Trusts and Duties . . . . . . 13
SECTION 6.2 Furnishing of Documents . . . . . . . . . . 14
SECTION 6.3 Representations and Warranties . . . . . . . 14
SECTION 6.4 Reliance; Advice of Counsel . . . . . . . . . 15
SECTION 6.5 Not Acting in Individual Capacity . . . . . 16
SECTION 6.6 Owner Trustee May Own Notes . . . . . . . . 16
ARTICLE VII
COMPENSATION OF OWNER TRUSTEE
SECTION 7.1 Owner Trustee's Fees and Expenses . . . . . 16
SECTION 7.2 Indemnification . . . . . . . . . . . . . . 16
SECTION 7.3 Payments to Owner Trustee . . . . . . . . . 17
ARTICLE VIII
TERMINATION OF TRUST AGREEMENT
SECTION 8.1 Termination of Trust Agreement . . . . . . . 17
ARTICLE IX
SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
SECTION 9.1 Eligibility Requirements for Owner Trustee . 18
SECTION 9.2 Resignation or Removal of Owner Trustee . . 18
SECTION 9.3 Successor Owner Trustee . . . . . . . . . . 19
SECTION 9.4 Merger or Consolidation of Owner Trustee . . 19
SECTION 9.5 Appointment of Co-Trustee or Separate Trustee 20
ARTICLE X
MISCELLANEOUS
SECTION 10.1 Supplements and Amendments . . . . . . . . . . 21
SECTION 10.2 No Legal Title to Owner Trust Estate in
Certificateholder . . . . . . . . . . . . . . . 22
SECTION 10.3 Limitations on Rights of Others . . . . . . . . 22
SECTION 10.4 Notices . . . . . . . . . . . . . . . . . . . . 22
SECTION 10.5 Severability . . . . . . . . . . . . . . . . . 23
SECTION 10.6 Separate Counterparts . . . . . . . . . . . . . 23
SECTION 10.7 Successors and Assigns . . . . . . . . . . . . 23
SECTION 10.8 Nonpetition Covenants . . . . . . . . . . . . . 23
SECTION 10.9 No Recourse . . . . . . . . . . . . . . . . . . 23
SECTION 10.10 Headings . . . . . . . . . . . . . . . . . . . 23
SECTION 10.11 GOVERNING LAW . . . . . . . . . . . . . . . . . 23
SECTION 10.12 Depositor Payment Obligation . . . . . . . . . 24
SECTION 10.13 Acceptance of Terms of Agreement . . . . . . . 24
SECTION 10.14 Integration of Documents . . . . . . . . . . . 24
EXHIBITS
Exhibit A - Form of Certificate
Exhibit B - Form of Certificate of Trust
Exhibit C - Form of Certificate Depository Agreement
TRUST AGREEMENT dated as of ____, 1999 between CHASE MANHATTAN BANK
USA, NATIONAL ASSOCIATION ("Chase USA"), a national banking association
having its principal executive offices located at 802 Delaware Avenue,
Wilmington, Delaware 19801, as the depositor (in its capacity as the
depositor, the "Depositor") and CHASE MANHATTAN BANK DELAWARE, a Delaware
banking corporation, as the owner trustee (the "Owner Trustee").
ARTICLE I.
DEFINITIONS
SECTION 1.1. Capitalized Terms. (a) For all purposes of this
Agreement, the following terms shall have the meanings set forth below:
"Administrator" means Chase Manhattan Bank USA, National Association,
or any successor Administrator under the Deposit and Administration
Agreement.
"Agreement" means this Chase Credit Card Owner Trust 1999-__ Trust
Agreement, as the same may be amended, modified or otherwise supplemented
from time to time.
"Basic Documents" means the Indenture, the Certificate of Trust, this
Agreement, the Deposit and Administration Agreement, the Note Underwriting
Agreement and other documents delivered in connection herewith and
therewith.
"Business Trust Statute" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. section3801, et seq., as the same may be amended from
time to time.
"Certificate" means the certificate evidencing the beneficial interest
of the Certificate in the Issuer Trust, substantially in the form attached
hereto as Exhibit A.
"Certificateholder" means Chase Manhattan Bank USA, National
Association, and its successors and permitted assigns.
"Certificate of Trust" means the Certificate of Trust in the form
attached hereto as Exhibit B which has been filed for the Owner Trust
pursuant to Section 3810(a) of the Business Trust Statute.
"Chase" means The Chase Manhattan Bank, a New York banking
corporation.
"Code" means the Internal Revenue Code of 1986, as amended.
"Corporate Trust Office" means, with respect to the Owner Trustee, the
principal corporate trust office of the Owner Trustee located at 1201
Market Street, Wilmington, DE 19801 Attention: Trust Department ; or such
other address as the Owner Trustee may designate by notice to the
Transferor, or the principal corporate trust office of any successor Owner
Trustee (the address of which the successor Owner Trustee will notify the
Owner and the Transferor).
"Deposit and Administration Agreement" means the Deposit and
Administration Agreement, dated as of __________, 1999, between the Issuer
and Chase Manhattan Bank USA, National Association, as Depositor and as
Administrator, as the same may be amended, supplemented or otherwise
modified from time to time.
"Depositor" means Chase Manhattan Bank USA, National Association, in
its capacity as Depositor hereunder and its successors and assigns in such
capacity.
"Expenses" has the meaning assigned to such term in Section 7.2.
"Indemnified Parties" shall have the meaning assigned to such term in
Section 7.2.
"Indenture Trustee" means The Bank of New York, not in its individual
capacity but solely as Indenture Trustee under the Indenture, and any
successor Indenture Trustee under the Indenture.
"Issuer" means the Owner Trust.
"Owner Trust" means the trust created by this Agreement and the filing
of the Certificate of Trust.
"Owner Trust Estate" means all right, title and interest of the Owner
Trust in and to the property and rights assigned to the Owner Trust
pursuant to Section 2.5 of this Agreement and Section 2.1 of the Deposit
and Administration Agreement, all monies, securities, instruments and other
property on deposit from time to time in the accounts established hereunder
and all other property of the Owner Trust from time to time, including any
rights of the Owner Trustee and the Owner Trust pursuant to the Deposit and
Administration Agreement.
"Owner Trustee" means Chase Manhattan Bank Delaware, a Delaware
banking corporation, not in its individual capacity but solely as owner
trustee under this Agreement (unless otherwise specified herein), and any
successor Owner Trustee hereunder.
"Requirements of Law" means, for any Person, the certificate of
incorporation or articles of association and by-laws or other
organizational or governing documents of such Person, and any law, treaty,
rule or regulations, or determination of an arbitrator or Governmental
Authority, in each case applicable to or binding upon such Person or to
which such Person is subject, whether federal, state or local (including
without limitation, usury laws, the federal Truth in Lending Act and
Regulation Z and Regulation B of the Board of Governors of the Federal
Reserve System).
"Secretary of State" means the Secretary of State of the State of
Delaware.
(b) All terms defined in this Agreement shall have the
defined meanings when used in any certificate or other document made or
delivered pursuant hereto unless otherwise defined therein.
(c) As used in this Agreement and in any certificate or
other document made or delivered pursuant hereto or thereto, accounting
terms not defined in this Agreement or in any such certificate or other
document, and accounting terms partly defined in this Agreement or in any
such certificate or other document to the extent not defined, shall have
the respective meanings given to them under generally accepted accounting
principles. To the extent that the definitions of accounting terms in this
Agreement or in any such certificate or other document are inconsistent
with the meanings of such terms under generally accepted accounting
principles, the definitions contained in this Agreement or in any such
certificate or other document shall control.
(d) The words "hereof," "herein," "hereunder," and words of
similar import when used in this Agreement shall refer to this Agreement as
a whole and not to any particular provision of this Agreement; Section and
Exhibit references contained in this Agreement are references to Sections
and Exhibits in or to this Agreement unless otherwise specified; and the
term "including" shall mean "including without limitation."
(e) The definitions contained in this Agreement are
applicable to the singular as well as the plural forms of such terms and to
the masculine as well as to the feminine and neuter genders of such terms.
ARTICLE II.
ORGANIZATION
SECTION 2.1. Name. The trust created hereby shall be known as
"Chase Credit Card Owner Trust 1999-_" (hereinafter, the "Issuer") in which
name the Owner Trustee may conduct the business of such trust, make and
execute contracts and other instruments on behalf of such trust and sue and
be sued.
SECTION 2.2. Office. The office of the Issuer shall be in
care of the Owner Trustee at the Corporate Trust Office or at such other
address as the Owner Trustee may designate by written notice to the
Certificateholder and the Depositor.
SECTION 2.3. Purposes and Powers. The purpose of the Issuer
is, and the Issuer shall have the power and authority, to engage in the
following activities:
(a) to issue the Notes pursuant to the Indenture and the
Certificate pursuant to this Agreement, and to sell, transfer or exchange
the Notes and the Certificate;
(b) to acquire the property and assets set forth in the
Deposit and Administration Agreement from the Depositor pursuant to the
terms thereof, to make payments or distributions on the Notes and the
Certificate, to make deposits to and withdrawals from the Reserve Account
and other accounts established under the Indenture;
(c) to assign, grant, transfer, pledge, mortgage and convey
the Owner Trust Estate pursuant to the Indenture and to hold, manage and
distribute to the Certificateholder pursuant to the terms of the Deposit
and Administration Agreement any portion of the Owner Trust Estate released
from the Lien of, and remitted to the Issuer pursuant to, the Indenture;
(d) to enter into and perform its obligations under the
Basic Documents to which it is a party;
(e) to engage in those activities, including entering into
agreements, that are necessary, suitable or convenient to accomplish the
foregoing or are incidental thereto or connected therewith; and
(f) subject to compliance with the Basic Documents, to
engage in such other activities as may be required in connection with
conservation of the Owner Trust Estate and the making of distributions to
the Certificateholder and the Noteholders.
The Issuer is hereby authorized to engage in the foregoing activities. The
Issuer shall not engage in any activity other than in connection with the
foregoing or other than as required or authorized by the terms of this
Agreement or the other Basic Documents.
SECTION 2.4. Appointment of Owner Trustee. The Depositor
hereby appoints the Owner Trustee as trustee of the Issuer effective as of
the date hereof, to have all the rights, powers and duties set forth
herein.
SECTION 2.5. Initial Capital Contribution of Trust Estate.
The Depositor hereby sells, assigns, transfers, conveys and sets over to
the Owner Trustee, as of the date hereof, $1.00. The Owner Trustee hereby
acknowledges receipt in trust from the Depositor, as of the date hereof, of
the foregoing contribution, which shall constitute the initial Owner Trust
Estate. The Depositor shall pay the organizational expenses of the Issuer
as they may arise or shall, upon the request of the Owner Trustee, promptly
reimburse the Owner Trustee for any such expenses paid by the Owner
Trustee.
SECTION 2.6. Declaration of Trust. The Owner Trustee hereby
declares that it will hold the Owner Trust Estate in trust upon and subject
to the conditions set forth herein for the use and benefit of the
Certificateholder, subject to the obligations of the Issuer under the Basic
Documents. It is the intention of the parties hereto that the Issuer
constitute a business trust under the Business Trust Statute and that this
Agreement constitute the governing instrument of such business trust. It
is the intention of the parties hereto that, solely for United States
income and franchise tax purposes, the Issuer shall be treated as a
security device and disregarded as an entity and its assets shall be
treated as owned by the Depositor. The parties agree that, unless
otherwise required by appropriate tax authorities, they will take no action
contrary to the foregoing intention. Effective as of the date hereof, the
Owner Trustee shall have all rights, powers and duties set forth herein and
to the extent not inconsistent herewith, in the Business Trust Statute with
respect to accomplishing the purposes of the Issuer. The Owner Trustee
shall file the Certificate of Trust with the Secretary of State of
Delaware.
SECTION 2.7. Title to Issuer Property. Legal title to all the
Owner Trust Estate shall be vested at all times in the Issuer as a separate
legal entity except where applicable law in any jurisdiction requires title
to any part of the Owner Trust Estate to be vested in a trustee or
trustees, in which case the title shall be deemed to be vested in the Owner
Trustee, a co-trustee and/or a separate trustee, as the case may be.
SECTION 2.8. Situs of Issuer. The Issuer will be located and
administered in the State of Delaware. All bank accounts maintained by the
Owner Trustee on behalf of the Issuer shall be located in the State of
Delaware or the State of New York. Payments will be received by the Issuer
only in Delaware or New York, and payments will be made by the Issuer only
from Delaware or New York. The only office of the Issuer will be at its
office in Delaware.
SECTION 2.9. Representations and Warranties of the Depositor.
The Depositor hereby represents and warrants to the Owner Trustee that:
(i) The Depositor has been duly organized and is validly
existing as a national banking association in good standing under the
laws of the United States of America, with power and authority to own
its properties and to conduct its business as such properties are
currently owned and such business is presently conducted.
(ii) The Depositor has the corporate power and authority to
execute and deliver this Agreement and to carry out its terms; the
Depositor has full power and authority to sell and assign the property
to be sold and assigned to and deposited with the Issuer, and the
Depositor has duly authorized such sale and assignment and deposit to
the Issuer by all necessary action; and the execution, delivery and
performance of this Agreement has been duly authorized by the
Depositor by all necessary action.
(iii) The consummation of the transactions contemplated by
this Agreement and the other Basic Documents and the fulfillment of
the terms hereof, do not conflict with, result in any breach of any of
the terms and provisions of, or constitute (with or without notice or
lapse of time) a default under, the articles of association or bylaws
of the Depositor, or conflict with or breach any of the material terms
or provisions of or constitute (with or without notice or lapse of
time) a default under any indenture, agreement or other instrument to
which the Depositor is a party or by which it is bound; nor result in
the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other
instrument; nor violate any law or, to the best of the Depositor's
knowledge, any order, rule or regulation applicable to the Depositor
of any court or of any Federal or state regulatory body,
administrative agency or other governmental instrumentality having
jurisdiction over the Depositor or its properties.
(iv) There are no proceedings or investigations pending or, to
the best knowledge of the Depositor, threatened against the Depositor
before any court, regulatory body, administrative agency, or other
tribunal or governmental instrumentality having jurisdiction over the
Depositor (i) asserting the invalidity of any of the Basic Documents
to which the Depositor is a party, (ii) seeking to prevent the
consummation of any of the transactions contemplated by any of the
Basic Documents, to which the Depositor is a party, (iii) seeking any
determination or ruling that, in the reasonable judgment of the
Depositor, would materially and adversely affect the performance by
the Depositor of its obligations under the Basic Documents to which
the Depositor is a party, or (iv) seeking any determination or ruling
that would materially and adversely affect the validity or
enforceability of the Basic Documents to which the Depositor is a
party.
SECTION 2.10. Liability of Certificateholder. The
Certificateholder shall not have any personal liability for any liability
or obligation of the Issuer.
ARTICLE III.
CERTIFICATES AND TRANSFER OF INTERESTS
SECTION 3.1. Initial Ownership. Upon the formation of the
Issuer by the contribution by the Depositor pursuant to Section 2.5, the
Depositor shall be the sole beneficiary of the Trust.
SECTION 3.2. The Certificate. The Certificate shall be issued
substantially in the form of Exhibit A, which is incorporated by reference.
The Certificate shall be executed on behalf of the Issuer by manual or
facsimile signature of an Authorized Officer or other authorized signatory
of the Owner Trustee. A Certificate bearing the manual or facsimile
signatures of individuals who were, at the time when such signatures shall
have been affixed, authorized to sign on behalf of the Issuer, shall be
validly issued and entitled to the benefit of this Agreement,
notwithstanding that such individuals or any of them shall have ceased to
be so authorized prior to the authentication and delivery of such
Certificate or did not hold such offices at the date of authentication and
delivery of such Certificate. The Certificate shall not entitle its Holder
to any benefit under this Agreement, or be valid for any purpose, unless
there shall appear on such Certificate a certificate of authentication
substantially in the form set forth in Exhibit A, executed by the Owner
Trustee or Chase, as the Owner Trustee's authentication agent, by manual or
facsimile signature; such authentication shall constitute conclusive
evidence that such Certificate shall have been duly authenticated and
delivered hereunder. The Certificate shall be dated the date of its
authentication.
SECTION 3.3. Execution, Authentication and Delivery of
Certificates. Concurrently with the initial deposit of the Series
Certificate with the Issuer pursuant to the Deposit and Administration
Agreement, the Owner Trustee shall cause the Certificate to be executed on
behalf of the Issuer, authenticated and delivered to or upon the written
order of the Depositor, signed by its chairman of the board, its president
or any vice president, without further action by the Depositor.
SECTION 3.4. Restrictions on Transfer. To the fullest extent
permitted by applicable law, the Certificate (or any interest therein) may
not be sold, transferred, assigned, participated, pledged or otherwise
disposed of by the Depositor to any Person.
SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificate.
If (a) the mutilated Certificate shall be surrendered to the Owner Trustee,
or if the Owner Trustee shall receive evidence to its satisfaction of the
destruction, loss or theft of the Certificate and (b) there shall be
delivered to the Owner Trustee such security or indemnity as may be
required by it to save it harmless, then the Owner Trustee on behalf of the
Issuer shall execute and the Owner Trustee, or Chase, as the Owner
Trustee's authenticating agent, shall authenticate and deliver, in exchange
for or in lieu of the mutilated, destroyed, lost or stolen Certificate, a
new Certificate. In connection with the issuance of any new Certificate
under this Section 3.5, the Owner Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith. Any duplicate Certificate issued pursuant
to this Section shall constitute conclusive evidence of an ownership
interest in the Issuer, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time. The provisions
of this Section 3.5 are exclusive and shall preclude (to the extent lawful)
all other rights and remedies with respect to the replacement of the
mutilated, destroyed, lost or stolen Certificate.
SECTION 3.6. Authenticating Agent. (a) The Owner Trustee may
appoint one or more authenticating agents with respect to the Certificate
which shall be authorized to act on behalf of the Owner Trustee in
authenticating the Certificate in connection with the issuance, delivery,
registration of transfer, exchange or repayment of the Certificate. The
Owner Trustee hereby appoints Chase as Authenticating Agent for the
authentication of the Certificate upon any registration of transfer or
exchange of the Certificate. Whenever reference is made in this Agreement
to the authentication of the Certificate by the Owner Trustee or the Owner
Trustee's certificate of authentication, such reference shall be deemed to
include authentication on behalf of the Owner Trustee by an authenticating
agent and a certificate of authentication executed on behalf of the Owner
Trustee by an authenticating agent. Each authenticating agent (other than
Chase) shall be subject to acceptance by the Depositor.
(b) Any institution succeeding to the corporate agency
business of an authenticating agent shall continue to be an authenticating
agent without the execution or filing of any paper or any further act on
the part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by
giving written notice of resignation to the Owner Trustee and the
Depositor. The Owner Trustee may at any time terminate the agency of an
authenticating agent by giving notice of termination to such authenticating
agent and to the Depositor. Upon receiving such a notice of resignation or
upon such a termination, or in case at any time an authenticating agent
shall cease to be acceptable to the Owner Trustee or the Depositor, the
Owner Trustee promptly may appoint a successor authenticating agent with
the consent of the Depositor. Any successor authenticating agent upon
acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an authenticating agent.
(d) The Depositor shall pay the authenticating agent from
time to time reasonable compensation for its services under this Section
3.6.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 and
7.2 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 3.6,
the Certificate may have endorsed thereon, in lieu of the Owner Trustee's
certificate of authentication, an alternate certificate of authentication
in substantially the following form:
This is one of the Certificates referred to in the within
mentioned Agreement.
CHASE MANHATTAN BANK DELAWARE,
as Owner Trustee
By:
Authorized Officer
or
as Authenticating Agent
for the Owner Trustee
SECTION 3.7. Actions of Certificateholder. (a) Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Agreement to be given or taken by the Certificateholder
may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by the Certificateholder in person or by
agent duly appointed in writing; and except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments are delivered to the Owner Trustee and, when required, to the
Depositor or the Servicer. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of
this Agreement and conclusive in favor of the Owner Trustee, the Depositor
and the Servicer, if made in the manner provided in this Section 3.7.
(b) The fact and date of the execution by the
Certificateholder of any such instrument or writing may be proved in any
reasonable manner which the Owner Trustee deems sufficient.
(c) The Owner Trustee may require such additional proof of
any matter referred to in this Section 3.7 as it shall deem necessary.
SECTION 3.8. Certificateholder Distributions. The
Certificateholder shall be entitled to distributions in accordance with
Sections 2.7(a), 3.1, 4(b) and 8.2 hereunder.
ARTICLE IV.
ACTIONS BY OWNER TRUSTEE
SECTION 4.1. Prior Notice to Certificateholder with Respect to
Certain Matters. With respect to the following matters, the Owner Trustee
shall not take action unless at least 30 days before the taking of such
action, the Owner Trustee shall have notified the Certificateholder in
writing of the proposed action:
(a) the initiation of any claim or lawsuit by the Issuer
(except claims or lawsuits brought to collect on the Series Certificate)
and the compromise of any material action, claim or lawsuit brought by or
against the Issuer (except with respect to the aforementioned claims or
lawsuits to collect on the Series Certificate);
(b) the election by the Issuer to file an amendment to the
Certificate of Trust (unless such amendment is required to be filed under
the Business Trust Statute);
(c) the amendment of the Indenture by a supplemental
indenture in circumstances where the consent of any Noteholder is required;
(d) the amendment of the Indenture by a supplemental
indenture in circumstances where the consent of any Noteholder is not
required and such amendment materially adversely affects the interest of
the Certificateholder;
(e) the amendment, change or modification of the Deposit
and Administration Agreement, except any amendment where the consent of the
Certificateholder is not required under the terms of the Deposit and
Administration Agreement; or
(f) the appointment pursuant to the Indenture of a
successor Indenture Trustee or the consent to the assignment by the Note
Registrar, the Paying Agent, the Trustee or the Certificate Registrar of
its obligations under the Indenture.
The Owner Trustee shall notify the Certificateholder in writing of any
appointment of a successor Paying Agent, Authenticating Agent or
Certificate Registrar within five Business Days thereof.
ARTICLE V.
AUTHORITY AND DUTIES OF OWNER TRUSTEE
SECTION 5.1. General Authority. The Owner Trustee is
authorized and directed to execute and deliver the Basic Documents to which
the Owner Trust is to be a party and each certificate or other document
attached as an exhibit to or contemplated by the Basic Documents to which
the Owner Trust is to be a party, or any amendment thereto or other
agreement, in each case, in such form as the Depositor shall approve as
evidenced conclusively by the Owner Trustee's execution thereof and the
Depositor's execution of the related documents. In addition to the
foregoing, the Owner Trustee is authorized, but shall not be obligated, to
take all actions required of the Owner Trust pursuant to the Basic
Documents. The Owner Trustee is further authorized from time to time to
take such action as the Administrator directs in writing with respect to
the Basic Documents, except to extent that the Basic Documents expressly
requires the consent of the Depositor for such action.
SECTION 5.2. General Duties. It shall be the duty of the
Owner Trustee to discharge (or cause to be discharged) all of its
responsibilities pursuant to the terms of this Agreement and the other
Basic Documents and to administer the Issuer in the interest of the
Certificateholder, subject to the Basic Documents and in accordance with
the provisions of this Agreement. Notwithstanding the foregoing, the Owner
Trustee shall be deemed to have discharged its duties and responsibilities
hereunder and under the Basic Documents to the extent the Administrator has
agreed in the Deposit and Administration Agreement to perform any act or to
discharge any duty of the Owner Trustee or the Issuer hereunder or under
any other Basic Document, and the Owner Trustee shall not be liable for the
default or failure of the Administrator to carry out its obligations under
the Deposit and Administration Agreement.
SECTION 5.3. Action upon Instruction. (a) The
Certificateholder may, by written instruction, direct the Owner Trustee in
the management of the Issuer. Such direction may be exercised at any time
by written instruction of the Certificateholder.
(b) Notwithstanding the foregoing, the Owner Trustee shall
not be required to take any action hereunder or under any other Basic
Document if the Owner Trustee shall reasonably determine, or shall have
been advised by counsel in writing, that such action is likely to result in
personal liability to the Owner Trustee (in such capacity or individually),
is contrary to the terms of this Agreement or any other Basic Document or
is contrary to law.
(c) Whenever the Owner Trustee is unable to decide between
alternative courses of action permitted or required by the terms of this
Agreement or any other Basic Document or is unsure as to the application of
any provision of this Agreement or any Basic Document, or if any such
provision is ambiguous as to its application, or is, or appears to be, in
conflict with any other applicable provision, or in the event that this
Agreement permits any determination by the Owner Trustee or is silent or is
incomplete as to the course of action that the Owner Trustee is required to
take with respect to a particular set of facts, the Owner Trustee may give
notice (in such form as shall be appropriate under the circumstances) to
the Certificateholder requesting instruction as to the course of action to
be adopted, and to the extent the Owner Trustee acts in good faith in
accordance with any written instruction of the Certificateholder received,
the Owner Trustee shall not be liable on account of such action to any
Person. If the Owner Trustee shall not have received appropriate
instruction within ten days of such notice (or within such shorter period
of time as reasonably may be specified in such notice or may be necessary
under the circumstances) it may, but shall be under no duty to, take or
refrain from taking such action, not inconsistent with this Agreement or
the other Basic Documents, as it shall deem to be in the best interests of
the Certificateholder, and shall have no liability to any Person for such
action or inaction.
SECTION 5.4. No Duties Except as Specified in this Agreement
or in Instructions. The Owner Trustee shall undertake to perform such
duties and only such duties as are specifically set forth in this Agreement
and the other Basic Documents, and no implied covenants or obligations
shall be read into this Agreement or the other Basic Documents. The Owner
Trustee shall not have any duty or obligation to manage, make any payment
with respect to, register, record, sell, dispose of, or otherwise deal with
the Owner Trust Estate, or to otherwise take or refrain from taking any
action under, or in connection with, any document contemplated hereby to
which the Owner Trustee is a party, except as expressly provided by the
terms of this Agreement or in any document or written instruction received
by the Owner Trustee pursuant to Section 5.3; and no implied duties or
obligations shall be read into this Agreement or any Basic Document against
the Owner Trustee. The Owner Trustee shall have no responsibility for
filing any financing or continuation statement in any public office at any
time or to otherwise perfect or maintain the perfection of any security
interest or lien granted to it hereunder or to prepare or file any
Commission filing for the Issuer or to record this Agreement or any other
Basic Document. The Owner Trustee nevertheless agrees that it will, at its
own cost and expense, promptly take all action as may be necessary to
discharge any Liens on any part of the Owner Trust Estate that result from
actions by, or claims against, the Owner Trustee, in its individual
capacity, that are not related to the ownership or the administration of
the Owner Trust Estate.
SECTION 5.5. No Action Except under Specified Documents or
Instructions. The Owner Trustee shall not manage, control, use, sell,
dispose of or otherwise deal with any part of the Owner Trust Estate except
(i) in accordance with the powers granted to and the authority conferred
upon the Owner Trustee pursuant to this Agreement, (ii) in accordance with
the Basic Documents, and (iii) in accordance with any document or
instruction delivered to the Owner Trustee pursuant to Section 5.3.
SECTION 5.6. Restrictions. The Owner Trustee shall not
(a) take any action that is inconsistent with the purposes of the Issuer
set forth in Section 2.3 or (b) take any action or amend this Agreement in
any manner that, to the best knowledge of a Responsible Officer of the
Owner Trustee, would result in the Issuer's becoming taxable as a
corporation for United States federal income tax purposes. The
Certificateholder shall not direct the Owner Trustee to take action that
would violate the provisions of this Section.
SECTION 5.7. Doing Business in Other Jurisdictions.
(a) Notwithstanding anything contained herein to the contrary, the Owner
Trustee shall not be required to take any action in any jurisdiction other
than in the State of Delaware, other than as set forth in the last sentence
of this Section 5.7, if the taking of such action will (i) require the
consent or approval or authorization or order of or the giving of notice
to, or the registration with or the taking of any other action in respect
of, any state or other governmental authority or agency of any jurisdiction
other than the State of Delaware; (ii) result in any fee, tax or other
governmental charge under the laws of any jurisdiction or any political
subdivisions thereof in existence on the date hereof other than the State
of Delaware becoming payable by the Owner Trustee; or (iii) subject the
Owner Trustee to personal jurisdiction in any jurisdiction other than the
State of Delaware for causes of action arising from acts unrelated to the
consummation of the transactions by the Owner Trustee, as the case may be,
contemplated hereby. The Owner Trustee shall be entitled to obtain advice
of counsel (which advice shall be an expense of the Depositor) to determine
whether any action required to be taken pursuant to this Agreement results
in the consequences described in clauses (i), (ii) and (iii) of the
preceding sentence. In the event that said counsel advises the Owner
Trustee that such action will result in such consequences, the Owner
Trustee will, at the expense of the Depositor, appoint an additional
trustee pursuant to Section 9.5 to proceed with such action.
ARTICLE VI.
CONCERNING OWNER TRUSTEE
SECTION 6.1. Acceptance of Trusts and Duties. The Owner
Trustee accepts the trusts hereby created and agrees to perform its duties
hereunder with respect to such trusts but only upon the terms of this
Agreement. The Owner Trustee also agrees to disburse all moneys actually
received by it constituting part of the Owner Trust Estate upon the terms
of the other Basic Documents and this Agreement. The Owner Trustee shall
not be answerable or accountable hereunder or under any Basic Document
under any circumstances, except (i) for its own willful misconduct, bad
faith or negligence or (ii) in the case of the breach of any representation
or warranty contained in Section 6.3 expressly made by the Owner Trustee.
In particular, but not by way of limitation (and subject to the exceptions
set forth in the preceding sentence):
(a) The Owner Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer of the Owner Trustee
unless it is proved that the Owner Trustee was negligent in ascertaining
the pertinent facts;
(b) The Owner Trustee shall not be liable with respect to
any action it takes or omits to take in good faith in accordance with the
instructions of the Certificateholder given pursuant to Section 5.3;
(c) No provision of this Agreement or any other Basic
Document shall require the Owner Trustee to expend or risk funds or
otherwise incur any financial liability in its own performance of any of
its rights or powers hereunder or under any other Basic Document if the
Owner Trustee shall have reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not
assured or provided to it;
(d) Under no circumstances shall the Owner Trustee be
liable for indebtedness evidenced by or arising under any of the Basic
Documents, including the principal of and interest on the Notes;
(e) The Owner Trustee shall not be responsible for and
makes no representation as to the validity or adequacy of this Agreement or
for the due execution hereof by the Depositor or for the form, character,
genuineness, sufficiency, value or validity of any of the Owner Trust
Estate or for or in respect of the validity or sufficiency of the Basic
Documents, other than the certificate of authentication on the Certificate,
shall not be accountable for the use or application by the Depositor of the
proceeds from the Certificate, and the Owner Trustee shall in no event
assume or incur any liability, duty or obligation to any Noteholder or to
the Certificateholder, other than as expressly provided for herein and in
the Basic Documents.
(f) The Owner Trustee shall not be liable for the default
or misconduct of the Indenture Trustee, the Administrator or the Servicer
under any of the Basic Documents or otherwise, and the Owner Trustee shall
have no obligation or liability to perform the obligations of the Issuer
under this Agreement or the Basic Documents that are required to be
performed by the Administrator under the Deposit and Administration
Agreement or the Indenture Trustee under the Indenture;
(g) The Owner Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Agreement, or to
institute, conduct or defend any litigation under this Agreement or
otherwise or in relation to this Agreement or any other Basic Document, at
the request, order or direction of the Certificateholder, unless the
Certificateholder has offered to the Owner Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities that may be
incurred by the Owner Trustee therein or thereby. The right of the Owner
Trustee to perform any discretionary act enumerated in this Agreement or in
any other Basic Document shall not be construed as a duty, and the Owner
Trustee shall not be answerable for other than its negligence, bad faith or
willful misconduct in the performance of any such act; and
(h) The Owner Trustee, upon receipt of any resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Owner Trustee that shall be specifically
required to be furnished pursuant to any provision of this Agreement or the
other Basic Documents, shall examine them to determine whether they conform
to the requirements of this Agreement or such other Basic Document;
provided, however, that the Owner Trustee shall not be responsible for the
accuracy or content of any such resolution, certificate, statement,
opinion, report, document, order or other instrument furnished to the Owner
Trustee pursuant to this Agreement or the other Basic Documents.
SECTION 6.2. Furnishing of Documents. The Owner Trustee shall
furnish to the Certificateholder promptly upon receipt of a written request
therefor, duplicates or copies of all reports, notices, requests, demands,
certificates, financial statements and any other instruments furnished to
the Owner Trustee under the Basic Documents.
SECTION 6.3. Representations and Warranties. The Owner
Trustee hereby represents and warrants to the Depositor, for the benefit of
the Certificateholder, that:
(a) It is a banking corporation duly organized and validly
existing in good standing under the laws of the State of Delaware and
having an office within the State of Delaware. It has all requisite
corporate power, authority and legal right to execute, deliver and perform
its obligations under this Agreement.
(b) It has taken all corporate action necessary to
authorize the execution and delivery by it of this Agreement, and this
Agreement will be executed and delivered by one of its officers who is duly
authorized to execute and deliver this Agreement on its behalf.
(c) Neither the execution nor the delivery by it of this
Agreement, nor the consummation by it of the transactions contemplated
hereby nor compliance by it with any of the terms or provisions hereof will
contravene any federal or Delaware law, governmental rule or regulation
governing the banking or trust powers of the Owner Trustee or any judgment,
writ, decree or order applicable to it, or constitute any default under its
charter documents or by-laws or, with or without notice or lapse of time,
any indenture, mortgage, contract, agreement or instrument to which it is a
party or by which any of its properties may be bound.
(d) The execution, delivery and performance by the Owner
Trustee of this Agreement does not require the authorization, consent, or
approval of, the giving of notice to, the filing or registration with, or
the taking of any other action in respect of, any governmental authority or
agency of the State of Delaware or the United States of America regulating
the corporate trust activities of the Owner Trustee.
(e) This Agreement has been duly authorized, executed and
delivered by the Owner Trustee and shall constitute the legal, valid, and
binding agreement of the Owner Trustee, enforceable in accordance with its
terms, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization and other laws affecting the rights of creditors generally,
and by general principles of equity regardless of whether enforcement is
pursuant to a proceeding in equity or at law.
SECTION 6.4. Reliance; Advice of Counsel. (a) The Owner
Trustee shall incur no liability to anyone in acting upon any signature,
instrument, notice, resolution, request, consent, order, certificate,
report, opinion, bond or other document or paper believed by it to be
genuine and believed by it to be signed by the proper party or parties.
The Owner Trustee may accept a certified copy of a resolution of the board
of directors or other governing body of any corporate party as conclusive
evidence that such resolution has been duly adopted by such body and that
the same is in full force and effect. As to any fact or matter the method
of the determination of which is not specifically prescribed herein, the
Owner Trustee may for all purposes hereof rely on a certificate, signed by
the president or any vice president or by the treasurer, secretary or other
authorized officers of the relevant party, as to such fact or matter, and
such certificate shall constitute full protection to the Owner Trustee for
any action taken or omitted to be taken by it in good faith in reliance
thereon.
(b) In the exercise or administration of the trusts
hereunder and in the performance of its duties and obligations under this
Agreement or the Basic Documents, the Owner Trustee (i) may act directly or
through its agents or attorneys pursuant to agreements entered into with
any of them, and the Owner Trustee shall not be liable for the conduct or
misconduct of such agents or attorneys if such agents or attorneys shall
have been selected by the Owner Trustee with due care and (ii) may consult
with counsel, accountants and other skilled persons knowledgeable in the
relevant area to be selected with reasonable care and employed by it. The
Owner Trustee shall not be liable for anything done, suffered or omitted in
good faith by it in accordance with the written opinion or advice of any
such counsel, accountants or other such persons and not contrary to this
Agreement or any Basic Document.
SECTION 6.5. Not Acting in Individual Capacity. Except as
provided in this Article VII, in accepting the trusts hereby created, Chase
Manhattan Bank Delaware acts solely as the Owner Trustee hereunder and not
in its individual capacity and all Persons having any claim against the
Owner Trustee by reason of the transactions contemplated by this Agreement
or any Basic Document shall look only to the Owner Trust Estate for payment
or satisfaction thereof.
SECTION 6.6. Owner Trustee May Own Notes. The Owner Trustee
in its individual or any other capacity may become the owner or pledgee of
the Notes and may deal with the Depositor, the Indenture Trustee and the
Servicer in banking transactions with the same rights as it would have if
it were not the Owner Trustee.
ARTICLE VII.
COMPENSATION OF OWNER TRUSTEE
SECTION 7.1. Owner Trustee's Fees and Expenses. The Owner
Trustee shall receive as compensation for its services hereunder such fees
as have been separately agreed upon before the date hereof between the
Depositor and the Owner Trustee, and the Owner Trustee shall be entitled to
be reimbursed by the Depositor for its other reasonable expenses hereunder,
including the reasonable compensation, expenses and disbursements of such
agents, representatives, experts and counsel as the Owner Trustee may
employ in connection with the exercise and performance of its rights and
its duties hereunder except any such expenses as may arise from its
negligence, wilful misfeasance, or bad faith or that is the responsibility
of Certificateholder under this Agreement.
SECTION 7.2. Indemnification. The Depositor shall be liable
as primary obligor for, and shall indemnify the Owner Trustee (in such
capacity or individually) and its successors, assigns, agents and servants
(collectively, the "Indemnified Parties") from and against, any and all
liabilities, obligations, losses, damages, taxes, claims, actions and
suits, and any and all reasonable costs, expenses and disbursements
(including reasonable legal fees and expenses) of any kind and nature
whatsoever (collectively, "Expenses") which may at any time be imposed on,
incurred by, or asserted against the Owner Trustee or any Indemnified Party
in any way relating to or arising out of this Agreement, the other Basic
Documents, the Owner Trust Estate, the administration of the Owner Trust
Estate or the action or inaction of the Owner Trustee hereunder, except
only that the Depositor shall not be liable for or required to indemnify
the Owner Trustee from and against Expenses arising or resulting from any
of the matters described in the third sentence of Section 6.1. The
indemnities contained in this Section shall survive the resignation or
termination of the Owner Trustee or the termination of this Agreement. If
any suit, action, proceeding (including any governmental or regulatory
investigation), claim or demand shall be brought or asserted against any
Indemnified Party in respect of which indemnity may be sought pursuant to
this Section 7.2, such Indemnified Party shall promptly notify the
Depositor in writing, and the Depositor upon request of the Indemnified
Party shall retain counsel reasonably satisfactory to the Indemnified Party
(or, with the consent of the Depositor, counsel selected by the Indemnified
Party acceptable to the Depositor) to represent the Indemnified Party and
any others the Depositor may designate in such proceeding and shall pay the
reasonable fees and expenses of such counsel related to such proceeding.
The Depositor shall not be liable for any settlement of any claim or
proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the Depositor
agrees to indemnify any Indemnified Party from and against any loss or
liability by reason of such settlement or judgment. The Depositor shall
not, without the prior written consent of the Indemnified Party, effect any
settlement of any pending or threatened proceeding in respect of which any
Indemnified Party is or could have been a party and indemnity could have
been sought hereunder by such Indemnified Party, unless such settlement
includes an unconditional release of such Indemnified Party from all
liability on claims that are the subject matter of such proceeding.
SECTION 7.3. Payments to Owner Trustee. Any amounts paid to
the Owner Trustee pursuant to this Article VII shall be deemed not to be a
part of the Owner Trust Estate immediately after such payment.
ARTICLE VIII.
TERMINATION OF TRUST AGREEMENT
SECTION 8.1. Termination of Trust Agreement. (a) The Issuer
shall dissolve upon the final distribution by the Owner Trustee of all
moneys or other property or proceeds of the Owner Trust Estate in
accordance with the terms of the Indenture and the Deposit and
Administration Agreement. Any money or other property held as part of the
Owner Trust Estate following such distribution shall, after satisfaction of
all liabilities of the Issuer in accordance with Section 3808 of the
Business Trust Statute be distributed to the Depositor. The bankruptcy,
liquidation, dissolution, termination, death or incapacity of the
Certificateholder shall not (x) operate to terminate this Agreement or the
Issuer, or (y) entitle the Certificateholder legal representatives or heirs
to claim an accounting or to take any action or proceeding in any court for
a partition or winding up of all or any part of the Issuer or Owner Trustee
Estate or (z) otherwise affect the rights, obligations and liabilities of
the parties hereto.
(b) Except as provided in Section 8.1(a), neither the
Depositor nor the Owner shall be entitled to revoke or terminate the Owner
Trust.
(c) Upon the winding up of the Issuer in accordance with
the Business Trust Statute, the Owner Trustee shall cause the Certificate
of Trust to be canceled by filing a certificate of cancellation with the
Secretary of State in accordance with the provisions of Section 3810 of the
Business Trust Statute and thereupon the Issuer and this Agreement (other
than Article VII) shall terminate.
ARTICLE IX.
SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
SECTION 9.1. Eligibility Requirements for Owner Trustee. The
Owner Trustee shall at all times be a corporation authorized to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state
authorities; and having (or having a parent) which has a rating of at least
Baa3 by Moody's, at least BBB- by Standard & Poor's and, if rated by Fitch,
at least BBB- by Fitch, or if not rated, otherwise satisfactory to each
Note Rating Agency. If such corporation shall publish reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purpose of this Section,
the combined capital and surplus of such corporation shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Owner Trustee shall cease
to be eligible in accordance with the provisions of this Section, the Owner
Trustee shall resign immediately in the manner and with the effect
specified in Section 9.2. In addition, at all times the Owner Trustee or a
co-trustee shall be a person that satisfies the requirements of Section
3807(a) of the Business Trust Statute (the "Delaware Trustee").
SECTION 9.2. Resignation or Removal of Owner Trustee. The
Owner Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Administrator. Upon
receiving such notice of resignation, the Administrator shall promptly
appoint a successor Owner Trustee by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Owner Trustee
and one copy to the successor Owner Trustee. If no successor Owner Trustee
shall have been so appointed and have accepted appointment within 30 days
after the giving of such notice of resignation, the resigning Owner Trustee
may petition any court of competent jurisdiction for the appointment of a
successor Owner Trustee.
If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 9.1 and shall fail to resign
after written request therefor by the Administrator, or if at any time the
Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt
or insolvent, or a receiver of the Owner Trustee or of its property shall
be appointed, or any public officer shall take charge or control of the
Owner Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then the Administrator may
remove the Owner Trustee. If the Administrator shall remove the Owner
Trustee under the authority of the immediately preceding sentence, the
Administrator shall promptly appoint a successor Owner Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered
to the outgoing Owner Trustee so removed and one copy of which shall be
delivered to the successor Owner Trustee, and payment of all fees owed to
the outgoing Owner Trustee shall be made to the outgoing Owner Trustee.
Any resignation or removal of the Owner Trustee and appointment
of a successor Owner Trustee pursuant to any of the provisions of this
Section shall not become effective until acceptance of appointment by the
successor Owner Trustee pursuant to Section 9.3 and payment of all fees and
expenses owed to the outgoing Owner Trustee. The Administrator shall
provide notice of such resignation or removal of the Owner Trustee to each
of the Rating Agencies.
SECTION 9.3. Successor Owner Trustee. Any successor Owner
Trustee appointed pursuant to Section 9.2 shall execute, acknowledge and
deliver to the Administrator and to its predecessor Owner Trustee an
instrument accepting such appointment under this Agreement, and thereupon
the resignation or removal of the predecessor Owner Trustee shall become
effective and such successor Owner Trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor under this Agreement, with like
effect as if originally named as the Owner Trustee. The predecessor Owner
Trustee shall upon payment of its fees and expenses deliver to the
successor Owner Trustee all documents and statements and monies held by it
under this Agreement; and the Administrator and the predecessor Owner
Trustee shall execute and deliver such instruments and do such other things
as may reasonably be required for fully and certainly vesting and
confirming in the successor Owner Trustee all such rights, powers, duties
and obligations.
No successor Owner Trustee shall accept appointment as provided
in this Section unless at the time of such acceptance such successor Owner
Trustee shall be eligible pursuant to Section 9.1.
Upon acceptance of appointment by a successor Owner Trustee
pursuant to this Section, the Administrator shall mail notice of the
successor of such Owner Trustee to the Certificateholder , the Trustee, the
Noteholders and the Rating Agencies. If the Administrator shall fail to
mail such notice within 10 days after acceptance of appointment by the
successor Owner Trustee, the successor Owner Trustee shall cause such
notice to be mailed at the expense of the Administrator.
SECTION 9.4. Merger or Consolidation of Owner Trustee. Any
corporation into which the Owner Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Owner Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate
trust business of the Owner Trustee, shall be the successor of the Owner
Trustee hereunder, provided such corporation shall be eligible pursuant to
Section 9.1, without the execution or filing of any instrument or any
further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding; provided further that the Owner Trustee shall
mail notice of such merger or consolidation to the Rating Agencies.
SECTION 9.5. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Owner Trust Estate or any Financed Vehicle may at the time
be located, the Administrator and the Owner Trustee acting jointly shall
have the power and shall execute and deliver all instruments to appoint one
or more Persons approved by the Owner Trustee to act as co-trustee, jointly
with the Owner Trustee, or separate trustee or separate trustees, of all or
any part of the Owner Trust Estate, and to vest in such Person, in such
capacity, such title to the Issuer, or any part thereof, and, subject to
the other provisions of this Section, such powers, duties, obligations,
rights and trusts as the Administrator and the Owner Trustee may consider
necessary or desirable. If the Administrator shall not have joined in such
appointment within 15 days after the receipt by it of a request so to do,
the Owner Trustee alone shall have the power to make such appointment. If
the Delaware Trustee shall become incapable of acting, resign or be
removed, unless the Owner Trustee is qualified to act as the Delaware
Trustee, a successor co-trustee shall promptly be appointed in the manner
specified in this Section 9.5 to act as the Delaware Trustee. No co-
trustee or separate trustee under this Agreement shall be required to meet
the terms of eligibility as a successor trustee pursuant to Section 9.1 and
no notice of the appointment of any co-trustee or separate trustee shall be
required pursuant to Section 9.3.
Each separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions
and conditions:
(i) all rights, powers, duties and obligations conferred or
imposed upon the Owner Trustee shall be conferred upon and exercised
or performed by the Owner Trustee and such separate trustee or co-
trustee jointly (it being understood that such separate trustee or co-
trustee is not authorized to act separately without the Owner Trustee
joining in such act), except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed,
the Owner Trustee shall be incompetent or unqualified to perform such
act or acts, in which event such rights, powers, duties and
obligations (including the holding of title to the Issuer or any
portion thereof in any such jurisdiction) shall be exercised and
performed singly by such separate trustee or co-trustee, but solely at
the direction of the Owner Trustee;
(ii) no trustee under this Agreement shall be personally
liable by reason of any act or omission of any other trustee under
this Agreement; and
(iii) the Administrator and the Owner Trustee acting jointly
may at any time accept the resignation of or remove any separate
trustee or co-trustee.
Any notice, request or other writing given to the Owner Trustee
shall be deemed to have been given to each of the then separate trustees
and co-trustees, as effectively as if given to each of them. Every
instrument appointing any separate trustee or co-trustee shall refer to
this Agreement and the conditions of this Article. Each separate trustee
and co-trustee, upon its acceptance of the trusts conferred, shall be
vested with the estates or property specified in its instrument of
appointment, either jointly with the Owner Trustee or separately, as may be
provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the
conduct of, affecting the liability of, or affording protection to, the
Owner Trustee. Each such instrument shall be filed with the Owner Trustee
and a copy thereof given to the Administrator.
Any separate trustee or co-trustee may at any time appoint the
Owner Trustee as its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under
or in respect of this Agreement on its behalf and in its name. If any
separate trustee or co-trustee shall become incapable of acting, resign or
be removed, all of its estates, properties, rights, remedies and trusts
shall vest in and be exercised by the Owner Trustee, to the extent
permitted by law, without the appointment of a new or successor trustee.
ARTICLE X.
MISCELLANEOUS
SECTION 10.1. Supplements and Amendments. This Agreement may
be amended by the Depositor and the Owner Trustee, with prior written
notice to the Rating Agencies, without the consent of any of the
Noteholders or the Certificateholder, to cure any ambiguity or defect, to
correct or supplement any provisions in this Agreement or for the purpose
of adding any provisions to or changing in any manner or eliminating any of
the provisions in this Agreement or of modifying in any manner the rights
of the Noteholders or the Certificateholder; provided, however, that such
amendment will not (i) as evidenced by an Officer's Certificate of the
Depositor addressed and delivered to the Owner Trustee and the Indenture
Trustee, materially and adversely affect the interest of any Noteholder or
the Owner and (ii) as evidenced by an Opinion of Counsel addressed and
delivered to the Owner Trustee and the Indenture Trustee, cause the Owner
Trust to be classified as an association (or a publicly traded partnership)
taxable as a corporation for federal income tax purposes; provided,
further, that the Depositor shall deliver written notice of such amendments
to each Rating Agency prior to the execution of any such amendment.
This Agreement may also be amended from time to time by the
Depositor and the Owner Trustee, with prior written notice to the Rating
Agencies, with the consent of the Holders of Notes evidencing not less than
a majority of the Outstanding Amount of the Notes for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or modifying in any manner the rights of the
Noteholders or the Certificateholder; provided that no such amendment shall
(a) increase or reduce in any manner the amount of, or accelerate or delay
the timing of, collections of payments in respect of the Series Certificate
or distributions that shall be required to be made for the benefit of the
Noteholders or the Certificateholder, or (b) reduce the aforesaid
percentage of the Outstanding Amount of the Notes, the Holders of which are
required to consent to any such amendment.
Promptly after the execution of any amendment or consent, the
Owner Trustee shall furnish written notification of the substance of such
amendment or consent to each Certificateholder, the Indenture Trustee and
each of the Rating Agencies.
It shall not be necessary for the consent of the Noteholders
pursuant to this Section to approve the particular form of any proposed
amendment or consent, but it shall be sufficient if such consent shall
approve the substance thereof.
Promptly after the execution of any amendment to the
Certificate of the Trust, the Owner Trustee shall cause the filing of such
amendment with the Secretary of State.
Prior to the execution of any amendment to this Agreement or
the Certificate of the Trust, the Owner Trustee shall be entitled to
receive and rely upon an Opinion of Counsel stating that the execution of
such amendment is authorized or permitted by this Agreement. The Owner
Trustee may, but shall not be obligated to, enter into any such amendment
which affects the Owner Trustee's own rights, duties or immunities under
this Agreement or otherwise.
SECTION 10.2. No Legal Title to Owner Trust Estate in
Certificateholder. The Certificateholder shall not have legal title to any
part of the Owner Trust Estate. No transfer, by operation of law or
otherwise, of any right, title or interest of the Certificateholder to and
in its ownership interest in the Owner Trust Estate shall operate to
terminate this Agreement or the trusts hereunder or entitle any transferee
to an accounting or to the transfer to it of legal title to any part of the
Owner Trust Estate.
SECTION 10.3. Limitations on Rights of Others. The provisions
of this Agreement are solely for the benefit of the Owner Trustee, the
Depositor, the Certificateholder and, to the extent expressly provided
herein, the Indenture Trustee and the Noteholders, and nothing in this
Agreement, whether express or implied, shall be construed to give to any
other Person any legal or equitable right, remedy or claim in the Owner
Trust Estate or under or in respect of this Agreement or any covenants,
conditions or provisions contained herein.
SECTION 10.4. Notices. Unless otherwise expressly specified
or permitted by the terms hereof, all notices shall be in writing and shall
be deemed given upon receipt personally delivered, delivered by overnight
courier or mailed certified mail, return receipt requested and shall be
deemed to have been duly given upon receipt, if to the Owner Trustee,
addressed to Chase Manhattan Bank Delaware, Attn: Trust Department, if
to the Depositor, addressed to, Chase Manhattan Bank USA, National
Association, Attn: , or, as to each party, at
such other address as shall be designated by such party in a written notice
to each other party.
SECTION 10.5. Severability. Any provision of this Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.
SECTION 10.6. Separate Counterparts. This Agreement may be
executed by the parties hereto in separate counterparts, each of which when
so executed and delivered shall be an original, but all such counterparts
shall together constitute but one and the same instrument.
SECTION 10.7. Successors and Assigns. All covenants and
agreements contained herein shall be binding upon, and inure to the benefit
of, the Depositor, the Owner Trustee and its successors and the
Certificateholder and its successors and permitted assigns, all as herein
provided. Any request, notice, direction, consent, waiver or other
instrument or action by the Certificateholder shall bind the successors and
assigns of the Certificateholder.
SECTION 10.8. Nonpetition Covenants. Notwithstanding any
prior termination of the Issuer or this Agreement, the Owner Trustee (not
in its individual capacity) and the Certificateholder, by its acceptance of
the Certificate, shall not at any time with respect to the Issuer or the
Master Trust, acquiesce, petition or otherwise invoke or cause the Issuer
or the Master Trust to invoke the process of any court or government
authority for the purpose of commencing or sustaining a case against the
Issuer or the Master Trust under any Federal or state bankruptcy,
insolvency or similar law or appointing a receiver, conservator,
liquidator, assignee, trustee, custodian, sequestrator or other similar
official of the Issuer or the Master Trust or any substantial part of its
property, or ordering the winding up or liquidation of the affairs of the
Issuer or the Master Trust; provided, however, that this Section 10.8 shall
not operate to preclude any remedy described in Article V of the Indenture.
SECTION 10.9. No Recourse. The Certificateholder by accepting
the Certificate acknowledges that the Certificate does not represent an
interest in or obligation of the Depositor, the Administrator, the Owner
Trustee, the Indenture Trustee or any Affiliate thereof, and no recourse
may be had against such parties or their assets, or against the assets
pledged under the Indenture.
SECTION 10.10. Headings. The headings of the various Articles
and Sections herein are for convenience of reference only and shall not
define or limit any of the terms or provisions hereof.
SECTION 10.11. GOVERNING LAW. THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, 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.
SECTION 10.12. Depositor Payment Obligation. The Depositor
shall be responsible for payment of the Administrator's fees under the
Deposit and Administration Agreement and shall reimburse the Administrator
for all expenses and liabilities of the Administrator incurred thereunder.
SECTION 10.13. Acceptance of Terms of Agreement. THE RECEIPT
AND ACCEPTANCE OF THE CERTIFICATE BY THE CERTIFICATEHOLDER, WITHOUT ANY
SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE
UNCONDITIONAL ACCEPTANCE BY THE CERTIFICATEHOLDER OF ALL THE TERMS AND
PROVISIONS OF THIS AGREEMENT, AND SHALL CONSTITUTE THE AGREEMENT OF THE
TRUST THAT THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE BINDING,
OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER AND THE CERTIFICATEHOLDER.
SECTION 10.14. Integration of Documents. This Agreement,
together with the Deposit and Administration Agreement, constitutes the
entire agreement of the parties hereto and thereto with respect to the
subject matter hereof and thereof and supercedes all prior agreements
relating to the subject matter hereof and thereof.
[Signature Page to Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed by their respective officers hereunto duly
authorized as of the day and year first above written.
CHASE MANHATTAN BANK
DELAWARE,
as Owner Trustee
By:
Name:
Title:
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION,
as Depositor
By:
Name: Keith Schuck
Title: Vice President
EXHIBIT A
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THIS CERTIFICATE (OR ANY
INTEREST HEREIN) MAY NOT BE TRANSFERRED BY THE OWNER TO ANY PERSON.
CHASE CREDIT CARD OWNER TRUST 1999-__
OWNER CERTIFICATE
R-1
(This Certificate does not represent an interest in or obligation of Chase
Manhattan Bank USA, National Association, or any of its affiliates, except
to the extent described below.)
THIS CERTIFIES THAT Chase Manhattan Bank USA, National Association is
the registered owner of the Chase Credit Card Owner Trust 1999-__ (the
"Owner Trust") created by Chase Manhattan Bank USA, National Association, a
national banking association (the "Depositor").
The Owner Trust was created pursuant to (i) the filing of the
Certificate of Trust with the Secretary of State of the State of Delaware
and (ii) the Chase Credit Card Owner Trust 1999-__ Trust Agreement dated as
of ____________, 1999 (the "Trust Agreement"), between the Depositor and
Chase Manhattan Bank Delaware, as owner trustee (the "Owner Trustee"). To
the extent not otherwise defined herein, the capitalized terms used herein
have the meanings assigned to them in the Trust Agreement including, as
specified in Section 1.02(a).
This Certificate is the duly authorized Certificate evidencing the
sole beneficial interest in the Owner Trust (herein called the
"Certificate"). This Certificate is issued under and is subject to the
terms, provisions and conditions of the Trust Agreement, to which Trust
Agreement the Owner by virtue of the acceptance hereof assents and by which
the Owner is bound. Three classes of Notes designated as "Class A Floating
Rate Asset Backed Notes, Series 1999-__" (the "Class A Notes"), Class B
Floating Rate Asset Backed Notes, Series 1999-__ (the "Class B Notes") and
Class C Floating Rate Asset Backed Notes, Series 1999-__ (the "Class C
Notes" and, together with the Class A Notes and the Class B Notes, the
"Notes") will be issued under the Indenture dated as of __________, 1999
between the Owner Trust and The Bank of New York, as Indenture Trustee .
Notwithstanding any prior termination of the Trust Agreement, the
Certificateholder, by its acceptance of this Certificate, covenants and
agrees that it shall not at any time with respect to the Issuer, the
Depositor or the Master Trust, acquiesce, petition or otherwise invoke or
cause the Issuer, the Depositor or the Master Trust to invoke the process
of any court or government authority for the purpose of commencing or
sustaining a case against the Issuer, the Depositor or the Master Trust,
under any Federal or state bankruptcy, insolvency or similar law or
appointing a receiver, conservator, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of the Issuer, the
Depositor or the Master Trust, or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Issuer, the
Depositor or the Master Trust.
Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Owner Trustee, by manual
signature, this Certificate shall not entitle the Holder hereof to any
benefit under the Trust Agreement or the Deposit and Administration
Agreement or be valid for any purpose.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND
THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE OWNER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Owner Trust
and not in its individual capacity, has caused this Certificate to be duly
executed.
CHASE CREDIT CARD OWNER
TRUST 1999-__
CHASE MANHATTAN BANK
DELAWARE
Not in its individual capacity
but solely as Owner Trustee
Dated: _________________, 1999 By: ______________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is the Certificate referred to in the within-mentioned Trust
Agreement.
CHASE MANHATTAN BANK DELAWARE or CHASE MANHATTAN BANK
DELAWARE
not in its individual capacity not in its individual capacity
but solely as Owner Trustee but solely as Owner Trustee
By: ______________________________
Authenticating Agent
By: ______________________________ By: ______________________________
Authorized Signatory Authorized Signatory
ANNEX 1 TO EXHIBIT A
Registered Owner and address:
Chase Manhattan Bank USA, National Association
802 Delaware Avenue, 13th Floor
Wilmington, DE 19801
Tax Identification Number:
EXHIBIT B
CERTIFICATE OF TRUST OF
CHASE CREDIT CARD OWNER TRUST 1999-__
THIS Certificate of Trust of Chase Credit Card Owner Trust 1999-__
(the "Trust"), is being duly executed and filed by the undersigned, as
trustee, to form a business trust under the Delaware Business Trust Act (12
Del. C., section 3801 et seq.) (the "Act").
1. Name. The name of the business trust created hereby is Chase
Credit Card Owner Trust 1999-__.
2. Delaware Trustee. The name and business address of the trustee of
the Trust in the State of Delaware is Chase Manhattan Bank Delaware, 1201
Market Street, Wilmington, DE 19801.
3. Effective Date. This Certificate of Trust shall be effective
___________ __, 1999.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Trust in accordance with Section 3811(a)(2) of the Act.
CHASE MANHATTAN BANK DELAWARE
not in its individual capacity but
solely as Owner Trustee under a Trust
Agreement dated as of _________ __,
1999,
By: __________________________________
Name:
Title:
-----------------------------------------------------------------
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
as Depositor and Administrator
and
CHASE CREDIT CARD OWNER TRUST 1999-[ ]
as Issuer
----------------
DEPOSIT
AND
ADMINISTRATION AGREEMENT
Dated as of [ ], 1999
----------------
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TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
SECTION 1.1 Definitions . . . . . . . . . . . . . . . . 1
SECTION 1.2 Usage of Terms . . . . . . . . . . . . . . 1
ARTICLE II
DEPOSIT OF CERTIFICATE
SECTION 2.1 Deposit of Certificate and Initial Deposit 1
SECTION 2.2 Closing . . . . . . . . . . . . . . . . . . 2
SECTION 2.3 Books and Records . . . . . . . . . . . . . 2
SECTION 2.4 Holder of the Series Certificate . . . . . 3
ARTICLE III
DEPOSITOR REPRESENTATIONS AND WARRANTIES
SECTION 3.1 Representations and Warranties of Depositor 3
ARTICLE IV
ADMINISTRATION
SECTION 4.1 Duties as Administrator . . . . . . . . . 5
SECTION 4.2 Records . . . . . . . . . . . . . . . . . 11
SECTION 4.3 [Reserved] . . . . . . . . . . . . . . . 12
SECTION 4.4 Additional Information To Be Furnished to
Issuer . . . . . . . . . . . . . . . . . 12
SECTION 4.5 Independence of Administrator . . . . . . 12
SECTION 4.6 No Joint Venture . . . . . . . . . . . . 12
SECTION 4.7 Other Activities of Administrator . . . . 12
ARTICLE V
TERMINATION
SECTION 5.1 Term of Agreement; Resignation and Removal
of Administrator. . . . . . . . . . . . . 13
SECTION 5.2 Action upon Termination, Resignation or
Removal . . . . . . . . . . . . . . . . . 14
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 Notices . . . . . . . . . . . . . . . . . 15
SECTION 6.2 Amendments . . . . . . . . . . . . . . . 16
SECTION 6.3 Protection of Title to Owner Trust. . . . 16
SECTION 6.4 Successors and Assigns . . . . . . . . . 17
SECTION 6.5 GOVERNING LAW . . . . . . . . . . . . . . 17
SECTION 6.6 Headings . . . . . . . . . . . . . . . . 18
SECTION 6.7 Counterparts . . . . . . . . . . . . . . 18
SECTION 6.8 Severability . . . . . . . . . . . . . . 18
SECTION 6.9 Not Applicable to Chase Manhattan Bank
USA, National Association in Other
Capacities. . . . . . . . . . . . . . . . 18
SECTION 6.10 Limitation of Liability of Owner Trustee,
Indenture Trustee and Administrator . . . 18
SECTION 6.11 Third-Party Beneficiary . . . . . . . . . 19
SECTION 6.12 Nonpetition Covenants . . . . . . . . . . 19
SECTION 6.13 Liability of Administrator . . . . . . . 19
Exhibit A Power of Attorney
This DEPOSIT AND ADMINISTRATION AGREEMENT, dated as of
[ ], 1999 (as amended, supplemented or otherwise modified and in
effect from time to time, this "Agreement"), is made between CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION, a national banking association
having its principal executive offices located at 802 Delaware Avenue,
Wilmington, Delaware 19801 ("Chase USA," the "Transferor" or the
"Depositor" in its respective capacities as such), and CHASE CREDIT CARD
OWNER TRUST 1999-[ ], as issuer (the "Issuer").
W I T N E S S E T H :
In consideration of the premises and of the mutual agreements
herein contained, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Definitions. Whenever used in this Agreement,
words and phrases, unless defined herein or the context otherwise requires,
shall have the meanings set forth in the Indenture.
SECTION 1.2 Usage of Terms. With respect to all terms in this
Agreement, the singular includes the plural and the plural the singular;
words importing any gender include the other gender; references to
"writing" include printing, typing, lithography, and other means of
reproducing words in a visible form; references to agreements and other
contractual instruments include all subsequent amendments thereto or
changes therein entered into in accordance with their respective terms and
not prohibited by this Agreement; references to Persons include their
permitted successors and assigns; and the term "including" means "including
without limitation." All references herein to Articles, Sections,
Subsections and Exhibits are references to Articles, Sections, Subsections
and Exhibits contained in or attached to this Agreement unless otherwise
specified, and each such Exhibit is part of the terms of this Agreement.
ARTICLE II
DEPOSIT OF CERTIFICATE
SECTION 2.1 Deposit of Certificate and Initial Deposit. (a)
In consideration of the Issuer's delivery of the Notes to and upon the
order of the Depositor, the Depositor does hereby transfer, assign, set-
over, pledge and otherwise convey to the Issuer, without recourse (subject
to the Depositor's obligations herein), all right, title, and interest of
the Depositor in, to and under (i) the Series Certificate, and all money,
instruments, investment property and other property (together with all
earnings, dividends, distributions, income, issues, and profits relating
to), distributed or distributable in respect of the Series Certificate
pursuant to the terms of the Series Supplement and the Pooling and
Servicing Agreement after the Closing Date and (ii) the initial deposit to
the Owner Trust Spread Account in the amount of $ .
This Agreement also shall be deemed to be, and hereby is, a
security agreement within the meaning of the UCC, and the conveyance by the
Depositor provided for in this Agreement shall be deemed to be and hereby
is a grant by the Depositor to the Issuer of a security interest in and to
all of the Depositor's right, title and interest, whether now owned or
hereafter acquired, in, to and under all accounts, general intangibles,
chattel paper, instruments, documents, money, deposit accounts, arising
from, or relating to the Series Certificate and the proceeds thereof, to
secure the rights of the Issuer under this Agreement and the obligations of
the Depositor hereunder. The Depositor and the Issuer shall, to the extent
consistent with this Agreement, take such actions as may be necessary to
ensure that the security interest in the Series Certificate created
hereunder will be a perfected security interest of first priority under
applicable law and will be maintained as such throughout the term of this
Agreement.
It is the intention of the Depositor and the Issuer that (a) the
assignment and transfer herein contemplated constitute a sale of the Series
Certificate, conveying good title thereto free and clear of any liens and
encumbrances, from the Depositor to the Issuer and (b) the Series
Certificate not be part of the Depositor's estate in the event of an
insolvency of the Depositor. In the event that such conveyance is deemed
to be a pledge to secure a loan, the Depositor hereby grants to the Issuer
a first priority perfected security interest in all of the Depositor's
right, title and interest in, to and under the Series Certificate, and in
all proceeds of the foregoing, to secure the loan deemed to be made in
connection with such pledge and, in such event, this Agreement shall
constitute a security agreement under applicable law.
(b) To the extent that the Depositor retains any interest
in the Series Certificate, the Depositor hereby grants to the
Indenture Trustee for the benefit of the Holders of the Notes a
security interest in all of the Depositor's right, title, and
interest, whether now owned or hereafter acquired, in, to, and under
all accounts, general intangibles, chattel paper, instruments,
documents, money, deposit accounts, certificates of deposit, goods,
letters of credit, advices of credit, and investment property
consisting of, arising from, or relating to the Series Certificate and
the proceeds thereof (collectively, the "Indenture Collateral"), to
secure the performance of all of the obligations of the Depositor
under the Indenture and the Basic Documents. With respect to the
Indenture Collateral, the Indenture Trustee shall have all of the
rights it has under the Indenture and the Basic Documents. The
Indenture Trustee shall have all of the rights of a secured creditor
under the UCC in New York and the UCC in Delaware.
SECTION 2.2 Closing. The sale of the Series Certificate shall
take place at the offices of Simpson Thacher & Bartlett, New York, New York
on the Closing Date, simultaneously with the closing of the other
transactions contemplated by the Basic Documents.
SECTION 2.3 Books and Records.
(a) In connection with the transfer, assignment, set-over,
pledge and conveyance set forth in Section 2.1, the Depositor agrees
to record and file, at its own expense, any financing statements (and
continuation statements with respect to such financing statements when
applicable) required to be filed with respect to the Series
Certificate assigned by the Depositor hereunder, meeting the
requirements of applicable state law in such manner and in such
jurisdictions as are necessary under applicable law to perfect the
transfer, assignment, set-over, pledge and conveyance of the Series
Certificate to the Issuer, and to deliver a file-stamped copy of such
financing statements or other evidence of such filings to the Issuer
on or prior to the Closing Date (excluding such continuation and
similar statements, which shall be delivered promptly after filing).
(b) In connection with the transfer, assignment, set-over,
pledge and conveyance hereunder, the Depositor further agrees, at its
own expense, on or prior to the Closing Date to cause the Trustee to
register the Issuer as the registered owner of the Series Certificate.
SECTION 2.4 Holder of the Series Certificate. For so long as
the Series Certificate is pledged to the Indenture Trustee under the
Indenture, the Indenture Trustee initially shall be deemed to be the holder
of the Series Certificate for all purposes under the Pooling and Servicing
Agreement and the Supplement. To the extent the Series Certificate is sold
or otherwise transferred, subject to the provisions of Section 5.4 of the
Indenture and Section 16 of the Series Supplement, to a third-party in
connection with the sale or liquidation of the Owner Trust Estate pursuant
to the provisions of the Indenture, such transferee shall be deemed to be
the holder of the Series Certificate for all purposes under the Pooling and
Servicing Agreement and the Supplement.
ARTICLE III
DEPOSITOR REPRESENTATIONS AND WARRANTIES
SECTION 3.1 Representations and Warranties of Depositor. The
Depositor makes the following representations and warranties with respect
to the Series Certificate on which the Issuer is deemed to have relied in
acquiring the Series Certificate. Such representations and warranties
speak as of the execution and delivery of this Agreement, but shall survive
the transfer and assignment of the Series Certificate to the Issuer and the
pledge thereof to the Indenture Trustee pursuant to the Indenture.
(a) Title. It is the intention of the Depositor (i) that
the transfer contemplated in subsection 2.1(a) herein constitute
either (A) a sale of the Series Certificate, or (B) a grant of a
perfected security interest therein from the Depositor to the Issuer
and (ii) to the extent that the Depositor retains any interest in the
Series Certificate after the transfer contemplated by subsection
2.1(a) herein, that the grant contemplated in subsection 2.1(b) herein
constitute a grant of a perfected security interest therein from the
Depositor to the Indenture Trustee for the benefit of the Holders of
the Notes and that the beneficial interest in the title to the Series
Certificate not be part of the debtor's estate in the event of the
filing of a bankruptcy petition by or against the Transferor under any
bankruptcy law. The Series Certificate has not been sold,
transferred, assigned or pledged by the Depositor to any Person other
than pursuant to this Agreement. Immediately prior to the transfer
and assignment herein contemplated, the Depositor had good and
marketable title to the Series Certificate, free and clear of all
liens and rights of others and, immediately upon the transfer thereof,
the Issuer shall have good and marketable title to the Series
Certificate, free and clear of all liens of rights of others or a
first priority perfected security interest therein; and the transfer
has been perfected, by the filing of appropriate financing statements
pursuant to the UCC, under the UCC. The Depositor has no actual
knowledge of any current statutory or other non-consensual liens to
which the Series Certificate is subject.
(b) No Consents Required. All approvals, authorizations,
consents, orders or other actions of any Person or of any Governmental
Authority required in connection with the execution and delivery by
the Depositor of this Agreement or any other Basic Document, the
performance by the Depositor of the transactions contemplated by this
Agreement or any other Basic Document and the fulfillment by the
Depositor of the terms hereof and thereof have been obtained or have
been completed and are in full force and effect (other than approvals,
authorizations, consents, orders and other actions which if not
obtained or completed or in full force or effect would not have a
material adverse effect on the Depositor or the Issuer or upon the
collectibility of the proceeds from the Series Certificate or upon the
ability of the Depositor to perform its obligations under this
Agreement).
(c) Transfers Comply. Each of (i) the transfer of the
Series Certificate by the Depositor to the Issuer pursuant to the
terms of this Agreement, (ii) the pledge of the Series Certificate by
the Depositor to the Indenture Trustee for the benefit of the Holders
of the Notes pursuant to the terms of this Agreement, and (iii) the
pledge of the Series Certificate by the Issuer to the Indenture
Trustee pursuant to the terms of the Indenture, comply with the
provisions of the Pooling and Servicing Agreement and the Supplement
relating to the transfers of the Series Certificate.
(d) All Actions Taken. All actions necessary under the
applicable UCC in any jurisdiction to be taken (i) to give the Issuer
a first priority perfected security interest or ownership interest in
the Series Certificate, and (ii) to give the Indenture Trustee a first
priority perfected security interest therein (including, without
limitation, UCC filings with the Delaware Secretary of State), in each
case subject to any statutory or other non-consensual liens with
respect to the Series Certificate, have been taken. The Depositor has
no actual knowledge of any current statutory or other non-consensual
liens which the Series Certificate is subject.
ARTICLE IV
ADMINISTRATION
SECTION 4.1 Duties as Administrator.
(a) Duties with Respect to the Basic Documents. The
Administrator agrees to perform all its duties as Administrator hereunder.
The Administrator shall monitor the performance of the Issuer and shall
advise the Issuer and the Owner Trustee when action is necessary to comply
with the Issuer's duties under the Indenture or with the Owner Trustee's
duties under the Trust Agreement. The Administrator shall prepare for
execution by the Issuer or the Owner Trustee or shall cause the preparation
by other appropriate persons of all such documents, reports, filings,
instruments, certificates and opinions as it shall be the duty of the
Issuer or the Owner Trustee to prepare, file or deliver pursuant to the
Basic Documents or under applicable law (including tax and securities
laws). In furtherance of the foregoing, the Administrator shall take all
appropriate action that it is the duty of the Issuer or the Owner Trustee
to take pursuant to this Agreement or the Indenture including, without
limitation, such of the foregoing as are required with respect to the
following matters under this Agreement and the Indenture (references are
to sections of the Indenture):
(i) the preparation of or obtaining of the documents
and instruments required for authentication of the Notes, if any,
and delivery of the same to the Indenture Trustee (subsection 2.2
and 2.3);
(ii) the duty to cause the Note Register to be kept
and to give the Indenture Trustee notice of any appointment of a
new Note Registrar and the location, or change in location, of
the Note Register and the office or offices where Notes may be
surrendered for registration of transfer or exchange (Section
2.4);
(iii) the notification of Noteholders of the final
principal payment on their Notes (subsection 2.7(h));
(iv) the preparation, obtaining or filing of the
instruments, opinions and certificates and other documents
required for the release of collateral (Section 2.9);
(v) the preparation of Definitive Notes and
arranging the delivery thereof (Section 2.12);
(vi) the duty to cause newly appointed Paying Agents,
if any, to deliver to the Indenture Trustee the instrument
specified in the Indenture regarding funds held in trust (Section
2.14);
(vii) the maintenance of an office or agency in the
City of New York for registration of transfer or exchange of
Notes (Section 3.2);
(viii) the direction to Paying Agents to pay to the
Indenture Trustee all sums held in trust by such Paying Agents
(Section 3.3);
(ix) the obtaining and preservation of the Issuer's
qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity
and enforceability of the Indenture, the Notes, the Collateral
and each other instrument and agreement included in the Owner
Trust Estate (Section 3.4);
(x) the preparation of all supplements, amendments,
financing statements, continuation statements, if any,
instruments of further assurance and other instruments, in
accordance with Section 3.5 of the Indenture, necessary to
protect the Owner Trust Estate (Section 3.5);
(xi) the obtaining of the Opinion of Counsel on the
Closing Date and the annual delivery of Opinions of Counsel, in
accordance with Section 3.6 of the Indenture, as to the Owner
Trust Estate, and the annual delivery of the Officers'
Certificate and certain other statements, in accordance with
Section 3.9 of the Indenture, as to compliance with the Indenture
(Sections 3.6 and 3.9);
(xii) the identification to the Indenture Trustee in
an Officers' Certificate of a Person with whom the Issuer has
contracted to perform its duties under the Indenture (subsection
3.7(b));
(xiii) the notification of the Indenture Trustee and
the Note Rating Agencies of a Master Trust Servicer Default
pursuant to the Pooling and Servicing Agreement and, if such
Master Trust Servicer Default arises from the failure of the
Servicer to perform any of its duties under the Pooling and
Servicing Agreement, the taking of all reasonable steps available
to remedy such failure (subsection 3.7(d));
(xiv) the preparation and obtaining of documents and
instruments required for the release of the Issuer from its
obligation under the Indenture (subsection 3.11(b));
(xv) the delivery of notice to the Indenture Trustee
of each Event of Default, any Master Trust Servicer Default and
each default by the Depositor under this Agreement (Section
3.18);
(xvi) the taking of such further acts as may be
reasonably necessary or proper to carry out more effectively the
purpose of the Indenture or to compel or secure the performance
and observance by the Depositor of its obligations under this
Agreement (Sections 3.19 and 5.16);
(xvii) the monitoring of the Issuer's obligations as
to the satisfaction and discharge of the Indenture and the
preparation of an Officers' Certificate and the obtaining of the
Opinion of Counsel and the Independent Certificate relating
thereto (Section 4.1);
(xviii) the compliance with any written directive of
the Indenture Trustee with respect to the sale of the Owner Trust
Estate in any manner permitted by law if an Event of Default
shall have occurred and be continuing (Section 5.4);
(xix) providing the Indenture Trustee with the
information necessary to deliver to each Noteholder such
information as may be reasonably required to enable such Holder
to prepare its United States federal and state and local income
or franchise tax returns (Section 6.6);
(xx) the preparation and delivery of notice to
Noteholders of the removal of the Indenture Trustee and the
appointment of a successor Indenture Trustee (Section 6.8);
(xxi) the preparation of any written instruments
required to confirm more fully the authority of any co-trustee or
separate trustee and any written instruments necessary in
connection with the resignation or removal of the Indenture
Trustee or any co-trustee or separate trustee (Sections 6.8 and
6.10);
(xxii) the furnishing of the Indenture Trustee with
the names and addresses of Noteholders during any period when the
Indenture Trustee is not the Note Registrar (Section 7.1);
(xxiii) the preparation and, after execution by the
Issuer, the filing with the Commission and any applicable state
agencies and the Indenture Trustee of documents required to be
filed on a periodic basis with, and summaries thereof as may be
required by rules and regulations prescribed by, the Commission
and any applicable state agencies and the transmission of such
summaries, as necessary, to the Noteholders (Section 7.4);
(xxiv) the obtaining of an Officers' Certificate,
Opinion of Counsel and Independent Certificates, if necessary,
for the release of the Owner Trust Estate as defined in the
Indenture (Sections 8.4 and 8.5);
(xxv) the preparation of Issuer Orders and Issuer
Requests and the obtaining of Opinions of Counsel with respect to
the execution of supplemental indentures and the mailing to the
Noteholders of notices with respect to such supplemental
indentures (Sections 9.1 and 9.2);
(xxvi) the execution of new Notes conforming to any
supplemental indenture (Section 9.5);
(xxvii) providing the Indenture Trustee with the form
of notice necessary to deliver the notification of Noteholders of
redemption of the Notes (Section 10.2);
(xxviii) the preparation of all Officers'
Certificates, Opinions of Counsel and Independent Certificates
with respect to any requests by the Issuer to the Indenture
Trustee to take any action under the Indenture (Section 11.1(a));
(xxix) the preparation and delivery of Officers'
Certificates and the obtaining of Independent Certificates, if
necessary, for the release of property from the lien of the
Indenture (Section 11.1(b));
(xxx) the preparation and delivery to the Noteholders
and the Indenture Trustee of any agreements with respect to
alternate payment and notice provisions (Section 11.6); and
(xxxi) the recording of the Indenture, if applicable
(Section 11.15).
(b) Additional Duties.
(i) In addition to the duties of the Administrator
set forth above, the Administrator shall keep all books and
records, perform such calculations and shall prepare for
execution by the Issuer or the Owner Trustee or shall cause the
preparation by other appropriate persons of all such documents,
reports, filings, instruments, certificates and opinions as it
shall be the duty of the Issuer or the Owner Trustee to keep,
perform, prepare, file or deliver pursuant to any of the Basic
Documents and at the request of the Owner Trustee shall take all
appropriate action that it is the duty of the Issuer or the Owner
Trustee to take pursuant to the Basic Documents. Subject to
Section 5 of this Agreement, and in accordance with the
directions of the Owner Trustee, the Administrator shall
administer, perform or supervise the performance of such other
activities in connection with the Owner Trust Estate (including
the Basic Documents) as are not covered by any of the foregoing
provisions and as are expressly requested by the Owner Trustee
and are reasonably within the capability of the Administrator.
(ii) Notwithstanding anything in this Agreement or
the Basic Documents to the contrary, the Administrator shall be
responsible for promptly notifying the Indenture Trustee in the
event that any withholding tax is imposed on the Issuer's
payments (or allocations of income) to a Noteholder. Any such
notice shall specify the amount of any withholding tax required
to be withheld by the Owner Trustee pursuant to such provision.
(iii) Notwithstanding anything in this Agreement or
the Basic Documents to the contrary, the Administrator shall be
responsible for (A) performance of the duties of the Owner
Trustee and the Issuer set forth in [Sections 2.7, 2.10, 2.11,
2.12, 2.13(d), 5.16, 6.7, 6.10, and 10.1] of the Indenture with
respect to, among other things, accounting and reports to the
Certificateholder and the maintenance of certain Accounts and (B)
the preparation, execution and filing of all documents required
by tax and securities laws relating to the trust.
(iv) The Administrator may satisfy its obligations
with respect to clauses (ii) and (iii) above by retaining, at the
expense of the Administrator, a firm of independent public
accountants (the "Accountants") acceptable to the Indenture
Trustee which shall perform the obligations of the Administrator
thereunder.
(v) The Administrator shall perform the duties of
the Administrator specified in Sections 9.2 and 9.3 of the Trust
Agreement required to be performed in connection with the
resignation or removal of the Owner Trustee, the duties of the
Administrator specified in Section 9.5 of the Trust Agreement
required to be performed in connection with the appointment and
payment of co-Trustees, and any other duties expressly required
to be performed by the Administrator under the Trust Agreement.
(vi) In carrying out the foregoing duties or any of
its other obligations under this Agreement, the Administrator may
enter into transactions with or otherwise deal with any of its
Affiliates; provided, however, that the terms of any such
transactions or dealings shall be in accordance with any
directions received from the Issuer and shall be, in the
Administrator's opinion, no less favorable to the Issuer than
would be available from unaffiliated parties.
(vii) It is the intention of the parties hereto that
the Administrator shall, and the Administrator hereby agrees to,
execute on behalf of the Issuer or the Owner Trustee all such
documents, reports, filings, instruments, certificates and
opinions as it shall be the duty of the Issuer or the Owner
Trustee to prepare, file or deliver pursuant to the Basic
Documents. In furtherance thereof, the Owner Trustee shall, on
behalf of itself and of the Issuer, execute and deliver to the
Administrator, and to each successor Administrator appointed
pursuant to the terms hereof, one or more powers of attorney
substantially in the form of Exhibit A hereto, appointing the
Administrator the attorney-in-fact of the Owner Trustee and the
Issuer for the purpose of executing on behalf of the Owner
Trustee and the Issuer all such documents, reports, filings,
instruments, certificates and opinions.
(c) Non-Ministerial Matters. (d) With respect to matters
that in the reasonable judgment of the Administrator are
non-ministerial, the Administrator shall not take any action unless
within a reasonable time before the taking of such action, the
Administrator shall have notified the Owner Trustee of the proposed
action and the Owner Trustee shall not have withheld consent or
provided an alternative direction. For the purpose of the preceding
sentence, "non-ministerial matters" shall include, without limitation:
(A) the initiation of any claim or lawsuit by the Issuer and the
compromise of any action, claim or lawsuit brought by or against the
Issuer (other than in connection with the collection of the
Receivables);
(B) the amendment, change or modification of the Basic
Documents;
(C) the appointment of successor Note Registrars, successor
Paying Agents and successor Indenture Trustees pursuant to the
Indenture or the appointment of successor Administrators or the
consent to the assignment by the Note Registrar, the Paying Agent or
the Indenture Trustee of its obligations under the Indenture; and
(D) the removal of the Indenture Trustee.
(i) Notwithstanding anything to the contrary in this
Agreement, the Administrator shall not be obligated to, and shall
not, (x) make any payments to the Noteholders or the
Certificateholder under the Basic Documents, (y) sell the Owner
Trust Estate pursuant to the Indenture other than pursuant to a
written directive of the Indenture Trustee or (z) take any action
that the Issuer directs the Administrator not to take on its
behalf.
(d) Reports by the Administrator. On or prior to each
Transfer Date, the Administrator will provide to the Indenture Trustee
for the Indenture Trustee to forward to each Noteholder of record, and
to the Owner Trustee, a statement setting forth (to the extent
applicable) the following information as to the Notes with respect to
the related Payment Date or the period since the previous Payment
Date, as applicable:
(i) the amount of the distribution allocable to
principal of the Notes;
(ii) the amount of the distribution allocable to
interest on or with respect to the Notes;
(iii) the aggregate outstanding principal balance
of the Notes after giving effect to all payments reported under
clause (i) above on such date; and
(iv) the amount on deposit in a Owner Trust Spread
Account, if any, on such Payment Date, after giving effect to all
transfers and withdrawals therefrom and all transfers and
deposits thereto on such Payment Date, and the amount required to
be on deposit in the Owner Trust Spread Account on such date.
Each amount set forth pursuant to clauses (i) and (ii) above will
be expressed as a dollar amount per $1,000 of the initial principal balance
of the Notes.
(e) Owner Trust Accounts. The Administrator shall
establish and maintain, in the name of the Indenture Trustee, for the
benefit of the Noteholders, an Eligible Deposit Account (the "Note
Distribution Account"), bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the
Noteholders. The Administrator shall establish and maintain, in the
name of the Indenture Trustee, for the benefit of the Class C
Noteholders (and, to the extent expressly provided in the Indenture,
the Certificateholder), an Eligible Deposit Account (the "Owner Trust
Spread Account", and together with the Note Distribution Account, the
"Owner Trust Accounts"), bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the Class C
Noteholder and the Certificateholder. The Indenture Trustee shall
possess all right, title and interest in all funds on deposit from
time to time in the Owner Trust Accounts and in all proceeds thereof.
The Note Distribution Account shall be under the sole dominion and
control of the Indenture Trustee for the benefit of the Noteholders.
The Owner Trust Spread Account shall be under the sole dominion and
control of the Indenture Trustee for the benefit of the Class C
Noteholders (and, to the extent expressly provided in the Indenture,
the Certificateholder). If, at any time, any Owner Trust Account
ceases to be an Eligible Deposit Account, the Administrator shall
notify the Indenture Trustee, and the Indenture Trustee upon being
notified (or the Administrator on its behalf) shall, within 10
Business Days, establish a new Owner Trust Account which meets the
conditions specified in the definition of Eligible Deposit Account,
and shall transfer any cash or any investments to such new Owner Trust
Account. The Indenture Trustee, at the direction of the
Administrator, shall make withdrawals from the Owner Trust Accounts
from time to time, in the amounts and for the purposes set forth in
the Indenture.
Funds on deposit in the Owner Trust Spread Account shall be
invested at the direction of the Administrator by the Indenture Trustee in
Permitted Investments. The Indenture Trustee shall maintain for the
benefit of the Noteholders and the Series Certificateholder possession of
the negotiable instruments or securities, if any, evidencing such Permitted
Investments. No Permitted Investment shall be disposed of prior to its
maturity.
To the extent so instructed by the Administrator on any Transfer
Date, the Indenture Trustee shall, if the amount on deposit in the Owner
Trust Spread Account is greater than the Required Owner Trust Spread
Account Amount for such Transfer Date, pay the amount of such excess to the
Certificateholder pursuant to the Indenture.
SECTION 4.2 Records. The Administrator shall maintain
appropriate books of account and records relating to services performed
hereunder, which books of account and records shall be accessible for
inspection by the Issuer, the Owner Trustee, the Indenture Trustee and the
Transferor at any time during normal business hours.
SECTION 4.3 [Reserved]
SECTION 4.4 Additional Information To Be Furnished to
Issuer. The Administrator shall furnish to the Issuer from time to time
such additional information regarding the Collateral as the Issuer shall
reasonably request, including notification of Noteholders pursuant to
Section 4.1(a) hereof.
SECTION 4.5 Independence of Administrator. For all purposes
of this Agreement, the Administrator shall be an independent contractor and
shall not be subject to the supervision of the Issuer or the Owner Trustee
with respect to the manner in which it accomplishes the performance of its
obligations hereunder. Unless expressly authorized by the Issuer or the
Owner Trustee, as the case may be, the Administrator shall have no
authority to act for or represent the Issuer or the Owner Trustee in any
way and shall not otherwise be deemed an agent of the Issuer or the Owner
Trustee.
SECTION 4.6 No Joint Venture. Nothing contained in this
Agreement shall (i) constitute the Administrator and either of the Issuer
or the Owner Trustee as members of any partnership, joint venture,
association, syndicate, unincorporated business or other separate entity,
(ii) be construed to impose any liability as such on any of them or (iii)
be deemed to confer on any of them any express, implied or apparent
authority to incur any obligation or liability on behalf of the others.
SECTION 4.7 Other Activities of Administrator. Nothing
herein shall prevent the Administrator or its affiliates from engaging in
other businesses or, in its sole discretion, from acting in a similar
capacity as an administrator for any other person or entity even though
such person or entity may engage in business activities similar to those of
the Issuer, the Owner Trustee or the Indenture Trustee.
(b) The Administrator and its affiliates may generally
engage in any kind of business with any person party to a Related
Agreement, any of its affiliates and any person who may do business with or
own securities of any such person or any of its affiliates, without any
duty to account therefor to the Issuer, the Owner Trustee or the Indenture
Trustee.
SECTION 4.8 Net Deposits. As an administrative convenience,
so long as Chase USA is the Administrator and the Certificateholder, the
Administrator will be permitted to make the deposit of amounts with respect
to the Series Certificate for or with respect to any Monthly Period net of
distributions to be made to the Certificateholder with respect to such
Monthly Period. The Administrator, however, will account to the Owner
Trustee and the Indenture Trustee and the Noteholders as if the amounts
paid to the Certificateholder were paid pursuant to the Indenture.
ARTICLE V
TERMINATION
SECTION 5.1 Term of Agreement; Resignation and Removal of
Administrator. This Agreement shall continue in force until (i) the
termination of the Issuer and (ii) the satisfaction and discharge of the
Indenture in accordance with Section 4.1 of the Indenture, upon which event
this Agreement shall automatically terminate.
(a) Subject to Sections 5(d) and (e), the Administrator may
resign its duties hereunder by providing the Issuer and the Owner
Trustee with at least 60 days' prior written notice.
(b) Subject to Sections 5(d) and (e), the Issuer may remove
the Administrator without cause by providing the Administrator with at
least 60 days' prior written notice; provided however, that if any
Notes are outstanding at the time of the removal, the Note Rating
Agency Condition shall have first been satisfied in connection with
such removal.
(c) Subject to Sections 5(d) and (e), at the sole option of
the Issuer, the Administrator may be removed immediately upon written
notice of termination from the Issuer to the Administrator if any of
the following events shall occur:
(i) the Administrator shall default in the performance
of any of its duties under this Agreement and, after notice of
such default, shall not cure such default within 10 days (or, if
such default cannot be cured in such time, shall not give within
ten days such assurance of cure as shall be reasonably
satisfactory to the Issuer);
(ii) a court having jurisdiction in the premises shall
enter a decree or order for relief, and such decree or order
shall not have been vacated within 60 days, in respect of the
Administrator in any involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in
effect or appoint a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official for the Administrator
or any substantial part of its property or order the winding-up
or liquidation of its affairs; or
(iii) the Administrator shall commence a voluntary
case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, shall consent to the entry of an
order for relief in an involuntary case under any such law, or
shall consent to the appointment of a receiver, liquidator,
assignee, trustee, custodian, sequestrator or similar official
for the Administrator or any substantial part of its property,
shall consent to the taking of possession by any such official of
any substantial part of its property, shall make any general
assignment for the benefit of creditors or shall fail generally
to pay its debts as they become due.
The Administrator agrees that if any of the events specified in
clause (ii) or (iii) of this subsection 5.1(c) shall occur, it shall give
written notice thereof to the Issuer, the Owner Trustee and the Indenture
Trustee within seven days after the happening of such event.
(d) No resignation or removal of the Administrator pursuant
to this Section shall be effective until (i) a successor Administrator
shall have been appointed by the Issuer and (ii) such successor
Administrator shall have agreed in writing to be bound by the terms of
this Agreement in the same manner as the Administrator is bound
hereunder.
(e) The appointment of any successor Administrator shall be
effective only after receipt of written confirmation from each Note
Rating Agency that the proposed appointment will not result in the
qualification, downgrading or withdrawal of any rating assigned to the
Notes by such Note Rating Agency.
(f) A successor Administrator shall execute, acknowledge
and deliver a written acceptance of its appointment hereunder to the
resigning Administrator and to the Issuer. Thereupon the resignation
or removal of the resigning Administrator shall become effective, and
the successor Administrator shall have all the rights, powers and
duties of the Administrator under this Indenture. The successor
Administrator shall mail a notice of its succession to the Noteholders
and the Certificateholder. The resigning Administrator shall promptly
transfer or cause to be transferred all property and any related
agreements, documents and statements held by it as Administrator to
the successor Administrator and the resigning Administrator shall
execute and deliver such instruments and do other things as may
reasonably be required for fully and certainly vesting in the
successor Administrator all rights, powers, duties and obligations
hereunder.
(g) In no event shall a resigning Administrator be liable
for the acts or omissions of any successor Administrator hereunder.
(h) In the exercise or administration of its duties
hereunder and under the Basic Documents, the Administrator may act
directly or through its agents or attorneys pursuant to agreements
entered into with any of them, and the Administrator shall not be
liable for the conduct or misconduct of such agents or attorneys if
such agents or attorneys shall have been selected by the Administrator
with due care.
SECTION 5.2 Action upon Termination, Resignation or
Removal. Promptly upon the effective date of termination of this Agreement
pursuant to subsection 5.1(a) or the resignation or removal of the
Administrator pursuant to subsection 5.1 (b) or (c), respectively, the
Administrator shall be entitled to be paid all fees and reimbursable
expenses accruing to it to the date of such termination, resignation or
removal. The Administrator shall forthwith upon termination pursuant to
subsection 5.1(a) deliver to the Issuer all property and documents of or
relating to the Collateral then in the custody of the Administrator. In
the event of the resignation or removal of the Administrator pursuant to
subsection 5.1(b) or (c), respectively, the Administrator shall cooperate
with the Issuer and take all reasonable steps requested to assist the
Issuer in making an orderly transfer of the duties of the Administrator.
SECTION 5.3 Acquisition of Owner Trust Estate. If Chase USA
exercises its option to accept retransfer of the Series Certificate
pursuant to Section 4 of the Supplement, the Depositor shall (a) acquire
the Series Certificate and all rights related thereto, which acquisition
shall be effective as of the date on which such retransfer occurs, (b)
deliver notice of such acquisition to the Indenture Trustee on or prior to
the related Transfer Date, (c) deposit in the Note Distribution Account on
or prior to the related Transfer Date an amount equal to the Note Principal
Balance and all other amounts payable to the Noteholders hereunder
including accrued interest on the Notes and (d) succeed to all interests in
and to the Owner Trust.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 Notices. Any notice, report or other
communication given hereunder shall be in writing and addressed as follows:
if to the Issuer or the Owner Trustee, to
Chase Credit Card Owner Trust 1999-[ ]
c/o Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, DE 19801
Attention: [Corporate Trust Administration]
with a copy to:
[ ]
if to the Administrator, to
Chase Manhattan Bank USA, National Association
802 Delaware Avenue
Wilmington, DE 19801
Attention: [ ]
if to the Indenture Trustee, to
The Bank of New York
101 Barclay Street, Fl. 12 East
New York, New York 10286
Attention: Corporate Trust Administration
or to such other address as any party shall have provided to the other
parties in writing. Any notice required to be in writing hereunder shall be
deemed given if such notice is mailed by certified mail, postage prepaid,
or hand-delivered to the address of such party as provided above, except
that notices to the Indenture Trustee are effective only upon receipt.
SECTION 6.2 Amendments. This Agreement may be amended from
time to time by a written amendment duly executed and delivered by the
Issuer, the Administrator and the Depositor, with the written consent of
the Indenture Trustee and without the consent of the Noteholders or the
Certificateholder, for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of the Noteholders or the
Certificateholder; provided, however, that such amendment will not (i) as
evidenced by an Officer's Certificate of the Depositor addressed and
delivered to the Owner Trustee and the Indenture Trustee, materially and
adversely affect the interests of any Noteholder or the Certificateholder
and (ii) as evidenced by an Opinion of Counsel addressed to the Owner
Trustee and the Indenture Trustee, cause the Owner Trust to be classified
as an association (or a publicly traded partnership) taxable as a
corporation for federal income tax purposes. This Agreement may also be
amended by the Issuer, the Administrator and the Depositor with the written
consent of the Indenture Trustee and the holders of Notes evidencing a
majority in the Outstanding Amount of the Notes for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of
Noteholders or the Certificateholder; provided, however, that, without the
consent of the holders of all of the Notes then outstanding, no such
amendment may (i) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, collections of payments on the Series
Certificate or distributions that are required to be made for the benefit
of the Noteholders or (ii) reduce the aforesaid percentage of the holders
of Notes which are required to consent to any such amendment, without the
consent of the holders of all the outstanding Notes.
It shall not be necessary for the consent of Noteholders pursuant
to the Section to approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall approve the
substance thereof.
SECTION 6.3 Protection of Title to Owner Trust.
(a) The Depositor shall take all actions necessary and the
Issuer shall cooperate with the Depositor, if applicable, to perfect,
and maintain perfection of, the interests of the Issuer in the Series
Certificate. The Depositor shall execute and file and cause to be
executed and filed such financing statements and continuation
statements, all in such manner and in such places as may be required
by law fully to perfect, maintain, and protect the interest of the
Issuer in the Series Certificate and in the proceeds thereof and the
interest of the Indenture Trustee in the Owner Trust Estate and the
proceeds thereof. The Depositor shall deliver (or cause to be
delivered) to the Owner Trustee and the Indenture Trustee file-stamped
copies of, or filing receipts for, any document filed as provided
above, as soon as available following such filing.
(b) The Depositor shall not change its name, identity or
corporate structure in any manner that would, could or might make any
financing statement or continuation statement filed in accordance with
paragraph (a) above or otherwise seriously misleading within the
meaning of 9-402(7) of the UCC (regardless of whether such a filing
was ever made), unless it shall have given the Owner Trustee and the
Indenture Trustee at least five days' prior written notice thereof
and, if applicable, shall have timely filed appropriate amendments to
any and all previously filed financing statements or continuation
statements (so that the interest of the Issuer or the Indenture
Trustee is not adversely affected).
(c) Each of the Depositor and the Administrator shall have
an obligation to give the Owner Trustee and the Indenture Trustee at
least 60 days' prior written notice of any relocation of its principal
executive office if, as a result of such relocation, the applicable
provisions of the UCC would require the filing of any amendment of any
previously filed financing or continuation statement or of any new
financing statement (regardless of whether such a filing was ever
made) and shall promptly, if applicable, file any such amendment.
(d) The Administrator shall permit the Indenture Trustee
and its agents at any time following reasonable notice and during
normal business hours to inspect, audit and make copies of and
abstracts from the Administrator's records regarding the Series
Certificate.
(e) The Administrator shall, to the extent required by
applicable law, cause the Notes to be registered with the Commission
pursuant to Section 12(b) or Section 12(g) of the Exchange Act within
the time periods specified in such sections.
SECTION 6.4 Successors and Assigns. This Agreement may not be
assigned by the Administrator unless such assignment is previously
consented to in writing by the Issuer and the Owner Trustee and subject to
receipt by the Owner Trustee of written confirmation from each Note Rating
Agency that such assignment will not result in the qualification,
downgrading or withdrawal of any rating assigned to the Notes by such Note
Rating Agency in respect thereof. An assignment with such consent and
satisfaction, if accepted by the assignee, shall bind the assignee
hereunder in the same manner as the Administrator is bound hereunder.
Notwithstanding the foregoing, this Agreement may be assigned by the
Administrator without the consent of the Issuer or the Owner Trustee to a
corporation or other organization that is a successor (by merger,
consolidation or purchase of assets) to the Administrator, provided that
such successor organization executes and delivers to the Issuer, the Owner
Trustee and the Indenture Trustee an agreement in which such corporation or
other organization agrees to be bound hereunder by the terms of said
assignment in the same manner as the Administrator is bound hereunder.
Subject to the foregoing, this Agreement shall bind any successors or
assigns of the parties hereto.
SECTION 6.5 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.
SECTION 6.6 Headings. The section headings hereof have been
inserted for convenience of reference only and shall not be construed to
affect the meaning, construction or effect of this Agreement.
SECTION 6.7 Counterparts. This Agreement may be executed in
counterparts, each of which when so executed shall together constitute but
one and the same agreement.
SECTION 6.8 Severability. Any provision of this Agreement
that is prohibited or unenforceable in any jurisdiction shall be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
SECTION 6.9 Not Applicable to Chase Manhattan Bank USA,
National Association in Other Capacities. Nothing in this Agreement shall
affect any obligation Chase Manhattan Bank USA, National Association may
have in any other capacity.
SECTION 6.10 Limitation of Liability of Owner Trustee,
Indenture Trustee and Administrator. (a) Notwithstanding anything
contained herein to the contrary, this instrument has been signed by Chase
Manhattan Bank Delaware not in its individual capacity but solely in its
capacity as Owner Trustee of the Issuer and in no event shall Chase
Manhattan Bank Delaware in its individual capacity or any beneficial owner
of the Issuer have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuer hereunder, as to
all of which recourse shall be had solely to the assets of the Issuer.
(b) Notwithstanding anything contained herein to the contrary,
this Agreement has been signed by The Bank of New York, not in its
individual capacity but solely as Indenture Trustee, and in no event shall
The Bank of New York have any liability for the representations,
warranties, covenants, agreements or other obligations of the Issuer
hereunder or in any of the certificates, notices or agreements delivered
pursuant hereto, as to all of which recourse shall be had solely to the
assets of the Issuer.
(c) No recourse under any obligation, covenant or agreement of
the Issuer contained in this Agreement shall be had against any agent of
the Issuer (including the Administrator) as such by the enforcement of any
assessment or by any legal or equitable proceeding, by virtue of any
statute or otherwise; it being expressly agreed and understood that this
Agreement is solely an obligation of the Issuer as a Delaware business
trust, and that no personal liability whatever shall attach to or be
incurred by any agent of the Issuer (including the Administrator), as such,
under or by reason of any of the obligations, covenants or agreements of
the Issuer contained in this Agreement, or implied therefrom, and that any
and all personal liability for breaches by the Issuer of any such
obligations, covenants or agreements, either at common law or at equity, or
by statute or constitution, of every such agent is hereby expressly waived
as a condition of and in consideration for the execution of this Agreement.
SECTION 6.11 Third-Party Beneficiary. Each of the Owner
Trustee and the Indenture Trustee is a third-party beneficiary to this
Agreement and is entitled to the rights and benefits hereunder and may
enforce the provisions hereof as if it were a party hereto. The
Administrator agrees to compensate and indemnify the Indenture Trustee
pursuant to Section 6.7 of the Indenture.
SECTION 6.12 Nonpetition Covenants.
(a) Notwithstanding any prior termination of this
Agreement, the Depositor shall not at any time with respect to the
Issuer or the Master Trust, acquiesce, petition or otherwise invoke or
cause the Issuer or the Master Trust to invoke the process of any
court or government authority for the purpose of commencing or
sustaining a case against the Issuer or the Master Trust under any
Federal or state bankruptcy, insolvency or similar law or appointing a
receiver, conservator, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Issuer or the Master
Trust or any substantial part of its property, or ordering the winding
up or liquidation of the affairs of the Issuer or the Master Trust;
provided, however, that this subsection 6.11 (a) shall not operate to
preclude any remedy described in Article V of the Indenture.
(b) Notwithstanding any prior termination of this
Agreement, the Issuer shall not at any time with respect to the Master
Trust, acquiesce, petition or otherwise invoke or cause the Master
Trust to invoke the process of any court or government authority for
the purpose of commencing or sustaining a case against the Master
Trust under any Federal or state bankruptcy, insolvency or similar law
or appointing a receiver, conservator, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of the master Trust
or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Master Trust; provided, however,
that this subsection 6.11(b) shall not operate to preclude any remedy
described in Article V of the Indenture.
SECTION 6.13 Liability of Administrator. Notwithstanding any
provision of this Agreement, the Administrator shall not have any
obligations under this Agreement other than those specifically set forth
herein, and no implied obligations of the Administrator shall be read into
this Agreement. Neither the Administrator nor any of its directors,
officers, agents or employees shall be liable for any action taken or
omitted to be taken in good faith by it or them under or in connection with
this Agreement, except for its or their own gross negligence or willful
misconduct and in no event shall the Administrator be liable under or in
connection with this Agreement for indirect, special, or consequential
losses or damages of any kind, including lost profits, even if advised of
the possibility thereof and regardless of the form of action by which such
losses or damages may be claimed. Without limiting the foregoing, the
Administrator may (a) consult with legal counsel (including counsel for the
Issuer), independent public accountants and other experts selected by it
and shall not be liable for any action taken or omitted to be taken in good
faith by it in accordance with the advice of such counsel, accountants or
experts and (b) shall incur no liability under or in respect of this
Agreement by acting upon any notice (including notice by telephone),
consent, certificate or other instrument or writing (which may be by
facsimile) believed by it to be genuine and signed or sent by the proper
party or parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed and delivered as of the day and year first above written.
CHASE CREDIT CARD OWNER TRUST
1999-[ ]
CHASE MANHATTAN BANK DELAWARE
not in its individual capacity but solely
as Owner Trustee,
By:
Name:
Title:
CHASE MANHATTAN BANK, USA,
NATIONAL ASSOCIATION
as Administrator
By:
Name:
Title:
Acknowledged and Agreed:
THE BANK OF NEW YORK
not in its individual capacity but solely
as Indenture Trustee,
By:
Name:
Title:
EXHIBIT A
[Form of Power of Attorney]
POWER OF ATTORNEY
STATE OF NEW YORK )
)
COUNTY OF NEW YORK )
KNOW ALL MEN BY THESE PRESENTS, that CHASE MANHATTAN BANK DELAWARE, a
banking corporation, not in its individual capacity
but solely as owner trustee ("Owner Trustee") for Chase Credit Card Owner
Trust 1999-[ ] ("Trust"), does hereby make, constitute and appoint CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION as Administrator under the
Administration Agreement (as defined below), and its agents and attorneys,
as Attorneys-in-Fact to execute on behalf of the Owner Trustee or the Trust
all such documents, reports, filings, instruments, certificates and
opinions as it shall be the duty of the Owner Trustee or the Trust to
prepare, file or deliver pursuant to the Basic Documents (as defined in the
Indenture), including, without limitation, to appear for and represent the
Owner Trustee and the Trust in connection with the preparation, filing and
audit of federal, state and local tax returns pertaining to the Trust, and
with full power to perform any and all acts associated with such returns
and audits that the Owner Trustee could perform, including without
limitation, the right to distribute and receive confidential information,
defend and assert positions in response to audits, initiate and defend
litigation, and to execute waivers of restriction on assessments of
deficiencies, consents to the extension of any statutory or regulatory time
limit, and settlements. For the purpose of this Power of Attorney, the
term "Administration Agreement" means the Administration Agreement dated as
of [ ], 1999 among the Trust, Chase Manhattan Bank, USA,
National Association, as Administrator, and The Bank of New York, as
Indenture Trustee, as such may be amended from time to time.
All powers of attorney for this purpose heretofore filed or executed
by the Owner Trustee are hereby revoked.
EXECUTED this ____ day of _______, 1999.
CHASE MANHATTAN BANK DELAWARE
not in its individual capacity but solely
as Owner Trustee
By:
Name:
Title:
CHASE CREDIT CARD OWNER TRUST 1999-_
Class A Floating Rate Asset Backed Notes
Class B Floating Rate Asset Backed Notes
Class C Floating Rate Asset Backed Notes
INDENTURE
Dated as of _________, 1999
THE BANK OF NEW YORK
as Indenture Trustee
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.1. Definitions . . . . . . . . . . . . . . . . 2
SECTION 1.2. Incorporation by Reference of Trust
Indenture Act. . . . . . . . . . . . . . . 17
SECTION 1.3. Usage of Terms . . . . . . . . . . . . . . 18
SECTION 1.4. Calculations of Interest . . . . . . . . . 18
ARTICLE II
THE NOTES
SECTION 2.1. Form . . . . . . . . . . . . . . . . . . . 18
SECTION 2.2. Execution, Authentication and Delivery . . 19
SECTION 2.3. Temporary Notes . . . . . . . . . . . . . 19
SECTION 2.4. Registration of Transfer and Exchange . . 20
SECTION 2.5. Mutilated, Destroyed, Lost or Stolen
Notes. . . . . . . . . . . . . . . . . . . 22
SECTION 2.6. Persons Deemed Owner . . . . . . . . . . . 23
SECTION 2.7. Payment of Principal and Interest . . . . 23
SECTION 2.8. Cancellation . . . . . . . . . . . . . . . 26
SECTION 2.9. Release of Collateral . . . . . . . . . . 26
SECTION 2.10. Book-Entry Notes . . . . . . . . . . . . 27
SECTION 2.11. Notices to Clearing Agency . . . . . . . 28
SECTION 2.12. Definitive Notes . . . . . . . . . . . . 28
SECTION 2.13. Authenticating Agent . . . . . . . . . . 28
SECTION 2.14. Appointment of Paying Agent . . . . . . . 30
SECTION 2.15. CUSIP Numbers . . . . . . . . . . . . . . 31
ARTICLE III
COVENANTS
SECTION 3.1. Payment of Principal and Interest . . . . 32
SECTION 3.2. Maintenance of Office or Agency . . . . . 32
SECTION 3.3. Money for Payments To Be Held in Trust . . 32
SECTION 3.4. Existence . . . . . . . . . . . . . . . . 33
SECTION 3.5. Protection of Owner Trust Estate . . . . . 34
SECTION 3.6. Opinions as to Owner Trust Estate . . . . 34
SECTION 3.7. Performance of Obligations; Servicing of
Series Certificate . . . . . . . . . . . . 35
SECTION 3.8. Negative Covenants . . . . . . . . . . . . 36
SECTION 3.9. Annual Statement as to Compliance . . . . 37
SECTION 3.10. The Issuer May Consolidate, Etc. Only on
Certain Terms. . . . . . . . . . . . . . . 37
SECTION 3.11. Successor or Transferee . . . . . . . . . 39
SECTION 3.12. No Other Business . . . . . . . . . . . . 39
SECTION 3.13. No Borrowing . . . . . . . . . . . . . . 39
SECTION 3.14. Administrator's Obligations . . . . . . . 39
SECTION 3.15. Guarantees, Loans, Advances and Other
Liabilities. . . . . . . . . . . . . . . . 40
SECTION 3.16. Capital Expenditures . . . . . . . . . . 40
SECTION 3.17. Restricted Payments . . . . . . . . . . . 40
SECTION 3.18. Notice of Events of Default . . . . . . . 40
SECTION 3.19. Further Instruments and Acts . . . . . . 40
SECTION 3.20. Removal of Administrator . . . . . . . . 41
ARTICLE IV
SATISFACTION AND DISCHARGE
SECTION 4.1. Satisfaction and Discharge of Indenture . 41
SECTION 4.2. Application of Trust Money . . . . . . . . 42
SECTION 4.3. Repayment of Moneys Held by Paying Agent . 42
ARTICLE V
REMEDIES
SECTION 5.1. Events of Default . . . . . . . . . . . . 43
SECTION 5.2. Acceleration of Maturity; Rescission and
Annulment. . . . . . . . . . . . . . . . . 43
SECTION 5.3. Collection of Indebtedness and Suits for
Enforcement by the Indenture Trustee . . . 44
SECTION 5.4. Remedies; Priorities . . . . . . . . . . . 46
SECTION 5.5. Optional Preservation of the Owner Trust
Estate . . . . . . . . . . . . . . . . . . 48
SECTION 5.6. Limitation of Suits . . . . . . . . . . . 48
SECTION 5.7. Unconditional Rights of Noteholders To
Receive Principal and Interest . . . . . . 49
SECTION 5.8. Restoration of Rights and Remedies . . . . 49
SECTION 5.9. Rights and Remedies Cumulative . . . . . . 49
SECTION 5.10. Delay or Omission Not a Waiver . . . . . 50
SECTION 5.11. Control by Noteholders . . . . . . . . . 50
SECTION 5.12. Waiver of Past Defaults . . . . . . . . . 50
SECTION 5.13. Undertaking for Costs . . . . . . . . . . 51
SECTION 5.14. Waiver of Stay or Extension Laws . . . . 51
SECTION 5.15. Action on Notes . . . . . . . . . . . . . 52
ARTICLE VI
THE INDENTURE TRUSTEE
SECTION 6.1. Duties of the Indenture Trustee . . . . . 53
SECTION 6.2. Rights of the Indenture Trustee . . . . . 55
SECTION 6.3. Individual Rights of the Indenture
Trustee. . . . . . . . . . . . . . . . . . 56
SECTION 6.4. The Indenture Trustee's Disclaimer . . . . 56
SECTION 6.5. Notice of Defaults . . . . . . . . . . . . 57
SECTION 6.6. Reports by the Indenture Trustee to
Holders. . . . . . . . . . . . . . . . . . 57
SECTION 6.7. Compensation and Indemnity . . . . . . . . 57
SECTION 6.8. Replacement of the Indenture Trustee . . . 58
SECTION 6.9. Successor Indenture Trustee by Merger . . 59
SECTION 6.10. Appointment of Co-Indenture Trustee or
Separate Indenture Trustee . . . . . . . . 59
SECTION 6.11. Eligibility; Disqualification . . . . . . 61
SECTION 6.12. Preferential Collection of Claims
Against the Issuer . . . . . . . . . . . . 61
SECTION 6.13. Trustee's Application for Instructions
from the Issuer. . . . . . . . . . . . . . 61
ARTICLE VII
NOTEHOLDERS' LISTS AND REPORTS
SECTION 7.1. The Issuer To Furnish the Indenture
Trustee Names and Addresses of
the Noteholders. . . . . . . . . . . . . 62
SECTION 7.2 Preservation of Information;
Communications to the Noteholders. . . . . 62
SECTION 7.3. Reports by the Administrator . . . . . . . 63
SECTION 7.4. Reports by the Issuer . . . . . . . . . . 63
SECTION 7.5. Reports by the Indenture Trustee . . . . . 64
ARTICLE VIII
ACCOUNTS, DISBURSEMENTS AND RELEASES
SECTION 8.1. Collection of Money . . . . . . . . . . . 64
SECTION 8.2. Owner Trust Accounts . . . . . . . . . . . 65
SECTION 8.3. [Reserved] . . . . . . . . . . . . . . . . 66
SECTION 8.4. General Provisions Regarding Accounts . . 66
SECTION 8.5. Release of Owner Trust Estate . . . . . . 67
SECTION 8.6. Opinion of Counsel . . . . . . . . . . . . 67
ARTICLE IX
SUPPLEMENTAL INDENTURES
SECTION 9.1. Supplemental Indentures Without Consent
of Noteholders . . . . . . . . . . . . . . 68
SECTION 9.2. Supplemental Indentures with Consent of
the Noteholders. . . . . . . . . . . . . . 69
SECTION 9.3. Effect of Supplemental Indenture . . . . . 71
SECTION 9.4. Conformity with Trust Indenture Act . . . 71
SECTION 9.5. Reference in Notes to Supplemental
Indentures . . . . . . . . . . . . . . . . 71
SECTION 9.6. Execution of Supplemental Indentures . . . 71
ARTICLE X
REDEMPTION OF NOTES
SECTION 10.1. Redemption . . . . . . . . . . . . . . . 72
SECTION 10.2. Form of Redemption Notice . . . . . . . . 72
SECTION 10.3. Notes Payable on Redemption Date . . . . 73
ARTICLE XI
MISCELLANEOUS
SECTION 11.1. Compliance Certificates and Opinions,
etc.. . . . . . . . . . . . . . . . . . . 73
SECTION 11.2. Form of Documents Delivered to the
Indenture Trustee . . . . . . . . . . . . 75
SECTION 11.3. Actions of Noteholders . . . . . . . . . 76
SECTION 11.4. Notices, etc., to the Indenture Trustee,
the Issuer, and Note Rating Agencies. . . 76
SECTION 11.5. Notices to Noteholders; Waiver . . . . . 77
SECTION 11.6. Alternate Payment and Notice Provisions . 78
SECTION 11.7. Conflict with Trust Indenture Act . . . . 78
SECTION 11.8. Effect of Headings and Table of Contents 78
SECTION 11.9. Successors and Assigns . . . . . . . . . 78
SECTION 11.10. Separability . . . . . . . . . . . . . . 79
SECTION 11.11. Benefits of Indenture . . . . . . . . . 79
SECTION 11.12. Legal Holidays . . . . . . . . . . . . . 79
SECTION 11.13. GOVERNING LAW . . . . . . . . . . . . . 79
SECTION 11.14. Counterparts . . . . . . . . . . . . . . 79
SECTION 11.15. Recording of Indenture . . . . . . . . . 79
SECTION 11.16. Trust Obligation . . . . . . . . . . . . 79
SECTION 11.17. No Petition . . . . . . . . . . . . . . 80
SECTION 11.18. Inspection . . . . . . . . . . . . . . . 80
SECTION 11.19. Tax Treatment . . . . . . . . . . . . . 80
Exhibit A Form of Class A Note
Exhibit B Form of Class B Note
Exhibit C Form of Class C Note
Exhibit D Form of Note Depository Agreement
CROSS REFERENCE TABLE(1)
TIA Section Indenture Section
310 (a)(1) 6.11
(a)(2) 6.11
(a)(3) 6.10
2/
(a)(4) N.A.
(a)(5) 6.11
(b) 6.8; 6.11
(c) N.A
311 (a) 6.12
(b) 6.12
(c) N.A.
312 (a) 7.1; 7.2
(b) 7.2
(c) 7.2
313 (a) 7.4
(b)(1) 7.4
(b)(2) 7.4
(c) 7.4
(d) 7.3
314 (a) 7.3
(b) 3.6
(c)(1) 11.1
(c)(2) 11.1
(c)(3) 11.1
(d) 11.1
(e) 11.1
(f) N.A.
315 (a) 6.1
(b) 6.5; 11.5
(c) 6.1
(d) 6.1
(e) 5.13
316 (a) (last sentence) 1.1
(a)(1)(A) 5.11
(a)(1)(B) 5.12
(a)(2) N.A.
(b) 5.7
(c) N.A.
317 (a)(1) 5.3
(a)(2) 5.3
(b) 3.3
318 (a) 11.7
1/
Note: This Cross Reference Table shall not, for any
purpose, be deemed to be part of this Indenture.
2/
N.A. means Not Applicable.
INDENTURE dated as of ________, 1999, between CHASE CREDIT CARD
OWNER TRUST 1999-__, a Delaware business trust (the "Issuer"), and THE BANK
OF NEW YORK, a New York banking corporation, solely as trustee and not in
its individual capacity (the "Indenture Trustee").
Each party agrees as follows for the benefit of the other party
and for the benefit of the Holders of the Issuer's Class A Floating Rate
Asset Backed Notes (the "Class A Notes"), Class B Floating Rate Asset
Backed Notes (the "Class B Notes") and Class C Floating Rate Asset Backed
Notes (the "Class C Notes", together with the Class A Notes and the Class B
Notes, the "Notes"):
GRANTING CLAUSE
The Issuer hereby Grants to the Indenture Trustee at the Closing
Date, as Indenture Trustee for the benefit of the Holders of the Notes, all
right, title and interest of the Issuer in, to and under the following
property whether now owned or hereafter acquired, now existing or hereafter
created and wherever located: all accounts, money, chattel paper,
investment property, instruments, documents, deposit accounts, certificates
of deposit, letters of credit, advices of credit, general intangibles and
goods consisting of, arising from or relating to (a) the Series
Certificate, (b) all money, instruments, investment property and other
property (together with all earnings, dividends, distributions, income,
issues, and profits relating to), distributed or distributable in respect
of the Series Certificate pursuant to the terms of the Series Supplement,
the Pooling and Servicing Agreement or the Deposit and Administration
Agreement; (c) all money, investment property, instruments and other
property on deposit from time to time in, credited to or related to the
Note Distribution Account and the Owner Trust Spread Account, and in all
interest, dividends, earnings, income and other distributions from time to
time received, receivable or otherwise distributed to or in respect thereto
(including any accrued discount realized on liquidation of any investment
purchased at a discount); provided that the Grant in respect of the Owner
Trust Spread Account is for the exclusive benefit of the Class C
Noteholders; (d) all rights, remedies, powers, privileges and claims of the
Issuer under or with respect to the Series Certificate and the Deposit and
Administration Agreement (whether arising pursuant to the terms of the
Deposit and Administration Agreement or otherwise available to the Issuer
at law or in equity), including, without limitation, the rights of the
Issuer to enforce the Pooling and Servicing Agreement, the Series
Supplement and the Deposit and Administration Agreement, and to give or
withhold any and all consents, requests, notices, directions, approvals,
extensions or waivers under or with respect to the Pooling and Servicing
Agreement, the Series Supplement or the Deposit and Administration
Agreement to the same extent as the Issuer could but for the assignment and
security interest granted to the Indenture Trustee for the benefit of the
Noteholders; (e) all other property of the Issuer; and (f) all present and
future claims, demands, causes and choses in action in respect of any or
all of the foregoing and all payments on or under and all proceeds of every
kind and nature whatsoever in respect of any or all of the foregoing,
including all proceeds, products, rents, receipts or profits of the
conversion, voluntary or involuntary, into cash or other property, all cash
and non-cash proceeds, and other property consisting of, arising from or
relating to all or any part of any of the foregoing or any proceeds thereof
(collectively, the "Collateral").
The foregoing Grant is made in trust to secure the payment of
principal of and interest on, and any other amounts owing in respect of,
the Notes, equally and ratably without prejudice, priority or distinction
except as set forth herein, and to secure compliance with the provisions of
this Indenture, all as provided in this Indenture.
The Indenture Trustee, as trustee on behalf of the Holders of the
Notes, acknowledges such Grant, accepts the trusts under this Indenture in
accordance with the provisions of this Indenture and agrees to perform its
duties required in this Indenture to the end that the interests of the
Holders of the Notes and (only to the extent expressly provided herein) the
Certificateholder may be adequately and effectively protected.
On the date of issuance of the Series Certificate, the Issuer
shall cause the Series Certificate with an undated bond power covering such
Series Certificate, duly executed by the Issuer, and endorsed in blank, to
be delivered to the Indenture Trustee, and the Indenture Trustee shall
maintain possession of the Series Certificate for the benefit of the
Holders of the Notes, subject to the terms of this Indenture.
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.1. Definitions. Whenever used in this Indenture, the
following words and phrases, unless the context otherwise requires, shall
have the following meanings:
"Act" has the meaning specified in Section 11.3.
"Administrator" means Chase Manhattan Bank USA, National
Association, as administrator pursuant to the Deposit and Administration
Agreement, and its successors and assigns.
"Affiliate" means, with respect to any specified Person, any
other Person controlling or controlled by or under common control with such
specified Person. For purposes of this definition, "control" when used
with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; and
the terms "controlling" and "controlled" have meanings correlative to the
foregoing. A Person shall not be deemed to be an Affiliate of any
specified Person solely because such other Person has the contractual right
or obligation to manage such specified Person unless such other Person
controls such specified Person through equity ownership or otherwise.
"Authenticating Agent" has the meaning specified in Section 2.13
and shall initially be the corporate trust office of Chase, and its
successors and assigns in such capacity.
"Authorized Officer" means any officer of the Owner Trustee,
Administrator or Servicer who is authorized to act on behalf of the Owner
Trustee, Administrator or Servicer, as applicable, and who is identified as
such on the list of authorized officers delivered by each such party on the
Closing Date as such list may be modified by notice to the other parties.
"Available Amount" means, with respect to each Transfer Date, an
amount equal to the amount to be paid in respect of the Series Certificate
pursuant to Sections 4.9 of the Pooling and Servicing Agreement on such
date.
"Basic Documents" means this Indenture, the Certificate of Trust,
the Deposit and Administration Agreements, the Trust Agreement, the Pooling
and Servicing Agreement and the Supplement thereto and other documents and
certificates delivered in connection therewith.
"Book-Entry Notes" means beneficial interests in the Notes, the
ownership and transfers of which shall be made through book entries by a
Clearing Agency or Foreign Clearing Agency as described in Section 2.10.
"Business Day" means a day, other than a Saturday or a Sunday, on
which the Indenture Trustee and banks located in New York, New York, and
Wilmington, Delaware are open for the purpose of conducting a commercial
banking business.
"Cedel" means Cedelbank, sociEtE anonyme, and its successors.
"Certificate" means the certificate evidencing the beneficial
interest in Chase Credit Card Owner Trust 1999- , substantially in the
form attached to the Trust Agreement as Exhibit A.
"Certificateholder" means Chase USA.
"Certificate of Trust" means the Certificate of Trust in the form
of Exhibit B to the Trust Agreement to be filed for the Issuer pursuant to
Section 3810(a) of the Business Trust Statute.
"Certificate Reassignment Date" has the meaning specified in the
Series Supplement.
"Chase" means The Chase Manhattan Bank, a New York banking
corporation.
"Chase USA" means Chase Manhattan Bank USA, National Association.
"Class A Monthly Note Interest" means, with respect to any
Payment Date, an amount equal to the product of (a) the Class A Note
Interest Rate for the related Note Interest Period, (b) a fraction, the
numerator of which is the actual number of days in such Note Interest
Period and the denominator of which is 360 and (c) the Class A Note
Principal Balance on the related Record Date or, with respect to the
initial Payment Date, the Class A Note Initial Principal Balance.
"Class A Noteholder" means a Holder of a Class A Note.
"Class A Noteholders' Principal Distributable Amount" means,
with respect to any Payment Date on and after the earlier to occur of (a)
the Class A Scheduled Payment Date and (b) any Note Principal Due Date, the
Class A Note Principal Balance on such Payment Date.
"Class A Note Initial Principal Balance" means $__________.
"Class A Note Interest Rate" means from the Closing Date through
_______, 1999 and with respect to each Note Interest Period thereafter, a
per annum rate equal to ___% per annum in excess of LIBOR, as determined on
the related LIBOR Determination Date.
"Class A Note Interest Requirement" means, with respect to any
Payment Date, the sum of (a) the Class A Monthly Note Interest for such
Payment Date and (b) the amount of any unpaid Class A Note Interest
Shortfall.
"Class A Note Interest Shortfall" means, with respect to any
Payment Date, the sum of (a) the excess, if any, of (i) the Class A Note
Interest Requirement for the preceding Payment Date, over (ii) the amount
in respect of interest that was actually paid pursuant to subsection 2.4(d)
with respect to interest on the Class A Notes for such preceding Payment
Date, plus (b) interest on the amount of interest due but not paid to the
Class A Noteholders on the preceding Payment Date, to the extent permitted
by law, at the Class A Note Interest Rate from and including such preceding
Payment Date to but excluding the current Payment Date.
"Class A Note Principal Balance" means, with respect to any date,
an amount equal to the excess of (a) the Class A Note Initial Principal
Balance over (b) the aggregate amount of any principal payments made to the
Class A Noteholders pursuant to subsection 2.7(d) prior to such date.
"Class A Notes" means each of the $_________ Class A Floating
Rate Asset Backed Notes, Series 1999-__.
"Class A Scheduled Payment Date" means the _______ Payment Date.
"Class B Monthly Note Interest" means, with respect to any
Payment Date, an amount equal to the product of (a) the Class B Note
Interest Rate for the related Note Interest Period, (b) a fraction, the
numerator of which is the actual number of days in such Note Interest
Period and the denominator of which is 360 and (c) the Class B Note
Principal Balance on the related Record Date or, with respect to the
initial Payment Date, the Class B Note Initial Principal Balance.
"Class B Noteholder" means a Holder of a Class B Note.
"Class B Noteholders' Principal Distributable Amount" means,
with respect to any Payment Date on and after the earlier to occur of (a)
the Class B Scheduled Payment Date and (b) any Note Principal Due Date, the
Class B Note Principal Balance on such Payment Date.
"Class B Note Initial Principal Balance" means $__________.
"Class B Note Interest Rate" means from the Closing Date through
_______, 1999 and with respect to each Note Interest Period thereafter, a
per annum rate equal to ___% per annum in excess of LIBOR, as determined on
the related LIBOR Determination Date.
"Class B Note Interest Requirement" means, with respect to any
Payment Date, the sum of (a) the Class B Monthly Note Interest for such
Payment Date and (b) the amount of any unpaid Class B Note Interest
Shortfall.
"Class B Note Interest Shortfall" means, with respect to any
Payment Date, the sum of (a) the excess, if any, of (i) the Class B Note
Interest Requirement for the preceding Payment Date, over (ii) the amount
in respect of interest that was actually paid pursuant to subsection 2.7(e)
with respect to interest on the Class B Notes for such preceding Payment
Date, plus (b) interest on the amount of interest due but not paid to the
Class B Noteholders on the preceding Payment Date, to the extent permitted
by law, at the Class B Note Interest Rate from and including such preceding
Payment Date to but excluding the current Payment Date.
"Class B Note Principal Balance" means, with respect to any date,
an amount equal to the excess of (a) the Class B Note Initial Principal
Balance over (b) the aggregate amount of any principal payments made to the
Class B Noteholders pursuant to subsection 2.7(e) prior to such date.
"Class B Notes" means each of the $_________ Class B Floating
Rate Asset Backed Notes, Series 1999-__.
"Class B Scheduled Payment Date" means the _______ Payment Date.
"Class C Monthly Note Interest" means, with respect to any
Payment Date, an amount equal to the product of (a) the Class C Note
Interest Rate for the related Note Interest Period, (b) a fraction, the
numerator of which is the actual number of days in such Note Interest
Period and the denominator of which is 360 and (c) the Class C Note
Principal Balance on the related Record Date or, with respect to the
initial Payment Date, the Class C Note Initial Principal Balance.
"Class C Noteholder" means a Holder of a Class C Note.
"Class C Noteholders' Principal Distributable Amount" means,
with respect to any Payment Date on and after the earlier to occur of (a)
the Class C Scheduled Payment Date and (b) any Note Principal Due Date, the
Class C Note Principal Balance on such Payment Date.
"Class C Note Interest Rate" means from the Closing Date through
_______, 1999 and with respect to each Note Interest Period thereafter, a
per annum rate equal to ___% per annum in excess of LIBOR, as determined on
the related LIBOR Determination.
"Class C Note Interest Requirement" means, with respect to any
Payment Date, the sum of (a) the Class C Monthly Note Interest for such
Payment Date and (b) the amount of any unpaid Class C Note Interest
Shortfall.
"Class C Note Interest Shortfall" means, with respect to any
Payment Date, the sum of (a) the excess, if any, of (i) the Class C Note
Interest Requirement for the preceding Payment Date, over (ii) the amount
in respect of interest that was actually paid pursuant to subsection 2.7(f)
with respect to interest on the Class C Notes for such preceding Payment
Date, plus (b) interest on the amount of interest due but not paid to the
Class C Noteholders on the preceding Payment Date, to the extent permitted
by law, at the Class C Note Interest Rate from and including such preceding
Payment Date to but excluding the current Payment Date.
"Class C Note Principal Balance" means, with respect to any date,
an amount equal to the excess of (a) the Class C Note Initial Principal
Balance over (b) the aggregate amount of any principal payments made to the
Class C Noteholders pursuant to subsection 2.7(f) prior to such date.
"Class C Notes" means each of the $_________ Class C Floating
Rate Asset Backed Notes, Series 1999-__.
"Class C Scheduled Payment Date" means the _______ Payment Date.
"Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act; the initial Clearing
Agency shall be The Depository Trust Company.
"Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other person for whom from time to time a Clearing
Agency effects book-entry transfers of securities deposited with the
Clearing Agency (including a Foreign Clearing Agency).
"Closing Date" means ______ , 1999.
"Code" means the Internal Revenue Code of 1986, as amended.
"Collateral" has the meaning assigned to such term in the
Granting Clause hereof.
"Commission" means the Securities and Exchange Commission.
"Corporate Trust Office" means the principal corporate trust
office of the Indenture Trustee, which as of the date hereof, is located at
101 Barclay Street, Fl. 12 East, New York, New York 10286, Attn: Corporate
Trust Administration or the _________ office of the Owner Trustee, as
applicable.
"Default" means any occurrence that is, or with notice or the
lapse of time or both would become, an Event of Default.
"Definitive Notes" means Notes issued in certificated, fully
registered form as provided in Section 2.12.
"Deposit and Administration Agreement" means the deposit and
administration agreement dated as of _____, 1999 between the Depositor and
the Owner Trust.
"Depositor" means Chase USA in its capacity as Depositor under
the Trust Agreement.
"Distribution Date" has the meaning specified in the Series
Supplement.
"DTC" means The Depository Trust Company.
"Eligible Deposit Account" means either (a) a segregated account
with an Eligible Institution or (b) a segregated trust account with the
corporate trust department of a depository institution organized under the
laws of the United States or any one of the states thereof, including the
District of Columbia (or any domestic branch of a foreign bank), and acting
as a trustee for funds deposited in such accounts, so long as any of the
Securities of such depository institution shall have a credit rating from
each Note Rating Agency in one of its generic credit rating categories
which signifies investment grade.
"Eligible Institution" means (a) the Administrator, (b) a
depository institution (which may be the Owner Trust Trustee, the Indenture
Trustee or the Master Trust Trustee or an Affiliate) organized under the
laws of the United States or any one of the states thereof which at all
times (i) has a certificate of deposit rating of "P-1" by Moody's, (ii) has
either (x) a long-term unsecured debt rating of "AAA" by Standard & Poor's
or (y) a certificate of deposit rating of "A-1+" by Standard & Poor's and
(iii) is a member of the FDIC or (c) any other institution that is
acceptable to the Rating Agencies.
"Euroclear Operator" means Morgan Guaranty Trust Company of New
York, Brussels office, as operator of the Euroclear System.
"Event of Default" means an event specified in Section 5.1.
"Excess Spread Percentage" shall mean, with respect to any
Monthly Period, the amount, if any, by which (i) the Portfolio Yield
exceeds (ii) the Base Rate.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Executive Officer" means, with respect to any corporation or
bank, the Chief Executive Officer, Chief Operating Officer, Chief Financial
Officer, President, Executive Vice President, any Vice President, the
Secretary or the Treasurer of such corporation or bank, and with respect to
any partnership, any general partner thereof.
"FDIC" means the Federal Deposit Insurance Corporation or any
successor thereto.
"Fitch" means Fitch IBCA, Inc. and its successors and assigns.
"Foreign Clearing Agency" means, collectively, Cedel and the
Euroclear Operator.
"Grant" means mortgage, pledge, bargain, sell, warrant, alienate,
remise, release, convey, assign, transfer, create, and grant a lien upon
and a security interest in and right of set-off against, deposit, set over
and confirm pursuant to this Indenture. A Grant of the Trust Estate or of
any other agreement or instrument shall include all rights, powers and
options (but none of the obligations) of the Granting party thereunder,
including the immediate and continuing right to claim for, collect, receive
and give receipt for principal and interest payments and all other moneys
payable thereunder, to give and receive notices and other communications,
to make waivers or other agreements, to exercise all rights and options, to
bring Proceedings in the name of the Granting party or otherwise and
generally to do and receive anything that the Granting party is or may be
entitled to do or receive thereunder or with respect thereto.
"Holder" or "Holders" means, unless the context otherwise
requires, both the Certificateholder and Noteholders.
"Indenture Trustee" means The Bank of New York.
"Independent" means, when used with respect to any specified
Person, that the person (a) is in fact independent of the Issuer, any other
obligor upon the Notes, the Depositor and any Affiliate of any of the
foregoing persons, (b) does not have any direct financial interest or any
material indirect financial interest in the Issuer, any such other obligor,
the Depositor or any Affiliate of any of the foregoing Persons and (c) is
not connected with the Issuer, any such other obligor, the Depositor or any
Affiliate of any of the foregoing Persons as an officer, employee,
promoter, underwriter, trustee, partner, director or Person performing
similar functions.
"Independent Certificate" means a certificate or opinion to be
delivered to the Indenture Trustee under the circumstances described in,
and otherwise complying with, the applicable requirements of Section 11.1,
made by an Independent engineer, appraiser or other expert appointed by the
Issuer and approved by the Indenture Trustee in the exercise of reasonable
care, and such opinion or certificate shall state that the signer has read
the definition of "Independent" in this Indenture and that the signer is
Independent within the meaning thereof.
"Insolvency Event" means, for a specified Person, (a) the filing
of a decree or order for relief by a court having jurisdiction in the
premises in respect of such Person or any substantial part of its property
in an involuntary case under any applicable Federal or state bankruptcy,
insolvency or other similar law now or hereafter in effect, or appointing a
receiver (including any receiver appointed under the Financial Institutions
Reform, Recovery and Enforcement Act of 1989, as amended), liquidator,
assignee, custodian, trustee, sequestrator or similar official for such
Person or for any substantial part of its property, or ordering the
winding-up or liquidation of such Person's affairs, and such decree or
order shall remain unstayed and in effect for a period of 60 consecutive
days; or (b) the commencement by such Person of a voluntary case under any
applicable Federal or state bankruptcy, insolvency or other similar law now
or hereafter in effect, or the consent by such Person to the entry of an
order for relief in an involuntary case under any such law, or the consent
by such Person to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official
for such Person or for any substantial part of its property, or the making
of such Person of any general assignment for the benefit of creditors, or
the failure by such Person generally to pay its debts as such debts become
due, or the taking of action by such Person in furtherance of any of the
foregoing.
"Investment Earnings" means, with respect to any Payment Date,
the investment earnings (net of losses and investment expenses) on amounts
on deposit in the Owner Trust Spread Account.
"Issuer" means Chase Credit Card Owner Trust 1999-__.
"Issuer Order" and "Issuer Request" means a written order or
request signed in the name of the Issuer by any of its Authorized Officers
and delivered to the Indenture Trustee.
"Lien" means a security interest, lien, charge, pledge or
encumbrance of any kind other than tax liens, mechanics' liens or any other
liens that attach by operation of law.
"Master Trust" means the Chase Credit Card Master Trust created
pursuant to the Pooling and Servicing Agreement.
"Master Trust Servicer Default" means a Servicer Default as
defined in the Pooling and Servicing Agreement.
"Master Trust Termination Date" means _______
"Master Trust Trustee" means The Bank of New York, as trustee
under the Pooling and Servicing Agreement and each successor to The Bank of
New York in the same capacity.
"Monthly Period" has the meaning specified in the Supplement.
"Moody's" means Moody's Investors Service, Inc., and its
successors and assigns.
"Net Class C Note Interest Requirement" means, with respect to
any Payment Date, an amount equal to the Class C Note Interest Requirement
minus the amount of investment earnings on amounts on deposit in the Owner
Trust Spread Account pursuant to Section 8.2 which are available on such
Transfer Date to be applied pursuant to subsection 2.7(b).
"Note" means a Class A Note, a Class B Note, or a Class C Note.
"Note Depository Agreement" means the Note Depository Agreement
substantially in the form of Exhibit D attached hereto.
"Note Distribution Account" means the account designated as such,
established and maintained pursuant to Section 8.2.
"Noteholder" means the Person in whose name a Note is registered
on the Note Register.
"Note Initial Principal Balance" means $__________.
"Note Interest Period" means, with respect to any Payment Date,
the period from the previous Payment Date through the day preceding such
Payment Date, except that the initial Note Interest Period will be the
period from the Closing Date through the day preceding the initial Payment
Date.
"Note Interest Rate" means each of the Class A Note Interest
Rate, Class B Note Interest Rate and Class C Note Interest Rate.
"Note Interest Shortfall" means, with respect to any Payment
Date, the amount of any of the Class A Note Interest Shortfall, the Class B
Note Interest Shortfall or the Class C Note Interest Shortfall.
"Note Maturity Date" means the __________ Payment Date.
"Note Owner" means, with respect to a Book-Entry Note, the person
who is the owner of such Book-Entry Note, as reflected on the books of the
Clearing Agency or Foreign Clearing Agency, or on the books of a direct or
indirect Clearing Agency Participant.
"Note Principal Due Date" means any of (a) the Master Trust
Termination Date, (b) the date on which the Investor Interest is paid in
full, (c) the Note Maturity Date, (d) the Certificate Reassignment Date and
(e) the Payment Date in the month following the Monthly Period in which a
Pay Out Event (including an Event of Default) occurs.
"Note Rate" means any of the Class A Note Interest Rate, Class B
Note Interest Rate and Class C Note Interest Rate.
"Note Rating Agency" means any nationally recognized rating
organization selected by Chase USA to rate the Notes.
"Note Register" and "Note Registrar" means the register
maintained and the registrar appointed pursuant to Section 2.4.
"Note Registrar" shall have the meaning specified in the
definition of "Note Register".
"Officer's Certificate" means a certificate signed by the
chairman of the board, the president, the treasurer, the controller, any
executive or senior vice president or any vice president of the Depositor,
the Administrator or the Servicer, as appropriate, meeting the requirements
of Section 11.1.
"Opinion of Counsel" means a written opinion of counsel (who may
be counsel to the Depositor, the Administrator or the Servicer) reasonably
acceptable in form and substance to the Indenture Trustee, meeting the
requirements of Section 11.1 (or in the case of an Opinion of Counsel
delivered to the Owner Trustee, reasonably acceptable in form and substance
to the Owner Trustee).
"Outstanding" means, when used with respect to Notes, as of any
date of determination, all Notes theretofore authenticated and delivered
under this Indenture except:
(a) Notes theretofore canceled by the Note Registrar or
delivered to the Note Registrar for cancellation;
(b) Notes or portions thereof the payment for which money in the
necessary amount has been theretofore deposited with the Indenture
Trustee or any Paying Agent in trust for the Holders of such Notes
(provided that if such Notes are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision
therefor, satisfactory to the Indenture Trustee, has been made); and
(c) Notes in exchange for or in lieu of other Notes which have
been authenticated and delivered pursuant to this Indenture unless
proof satisfactory to the Indenture Trustee is presented that any such
Notes are held by a bona fide purchaser;
provided that in determining whether the Holders of the requisite
Outstanding Amount of the Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or under any
Basic Document, Notes owned by the Issuer, any other obligor upon the
Notes, the Depositor or any Affiliate of any of the foregoing Persons shall
be disregarded and deemed not to be Outstanding, except that, in
determining whether the Indenture Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Notes that a Responsible Officer of the Indenture Trustee
either actually knows to be so owned or has received written notice that
such Note is so owned shall be so disregarded. Notes so owned that have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Indenture Trustee the pledgee's
right so to act with respect to such Notes and that the pledgee is not the
Issuer, any other obligor upon the Notes, the Depositor or any Affiliate of
any of the foregoing Persons.
"Outstanding Amount" means, when used with respect to Notes, as
of any date of determination, the aggregate principal amount of all Notes,
or a class of Notes, as applicable, Outstanding as of such date of
determination.
"Owner Trust Accounts" has the meaning specified in Section 8.2.
"Owner Trust Estate" means all right, title and interest of the
Issuer in and to the property and rights assigned to the Issuer pursuant to
the Granting Clause of this Indenture, all funds on deposit from time to
time in the Owner Trust Accounts and all other property of the Issuer from
time to time, including any rights of the Owner Trustee and the Issuer
pursuant to this Indenture.
"Owner Trustee" means _____________, not in its individual
capacity but solely as owner trustee under the Trust Agreement, and any
successor Owner Trustee thereunder.
"Owner Trust Spread Account" has the meaning specified in Section
8.2.
"Pay Out Event" has the meaning specified in the Prospectus
Supplement.
"Paying Agent" means the Indenture Trustee or any other Person
that meets the eligibility standards for the Indenture Trustee specified in
Section 6.11 and is authorized by the Indenture Trustee to make the
payments to and distributions from the Note Distribution Account, including
payment of principal of or interest on the Notes on behalf of the Issuer.
"Payment Date" means ______, 1999 and the 15th day of each
calendar month thereafter, or if such fifteenth day is not a Business Day,
the next succeeding Business Day.
"Permitted Investments" means instruments, investment property or
other property consisting of:
(a) obligations fully guaranteed by the United States of America;
(b) demand deposits, time deposits or certificates of deposit of
depository institutions or trust companies, the certificates of deposit of
which have a rating in the highest rating category from Moody's and
Standard & Poor's (unless otherwise specified in the related Prospectus
Supplement);
(c) commercial paper having, at the time of the investment, a
rating in the highest rating category from Moody's and Standard & Poor's;
(d) bankers' acceptances issued by any depository institution or
trust company described in clause (b) above;
(e) certain repurchase agreements transacted with either (i) an
entity subject to the United States federal bankruptcy code or (ii) a
financial institution insured by the FDIC or any broker-dealer with "retail
customers" that is under the jurisdiction of the Securities Investors
Protection Corp.; and
(f) any other investment that by its terms converts to cash
within a finite time period if the Note Rating Agency confirms in writing
that such investment will not adversely affect its then current rating or
ratings of the Notes.
"Person" means a legal person, including any individual,
corporation, limited liability company, estate, partnership, joint venture,
association, joint stock company, trust, unincorporated organization, or
government or any agency or political subdivision thereof, or any other
entity of whatever nature.
"Pooling and Servicing Agreement" means the Second Amended
Pooling and Servicing Agreement dated as of September 1, 1996 among the
Transferor, the Servicer and the Master Trust Trustee, as it may be
amended, modified or supplemented from time to time.
"Predecessor Note" means, with respect to any particular Note,
every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note; and, for the purpose of this definition,
any Note authenticated and delivered under Section 2.5 in lieu of a
mutilated, lost, destroyed or stolen Note shall be deemed to evidence the
same debt as the mutilated, lost, destroyed or stolen Note.
"Proceeding" means any suit in equity, action or law or other
judicial or administrative proceeding.
"Quarterly Excess Spread Percentage" means, with respect to any
Monthly Period, the average of the current Excess Spread Percentage and the
Excess Spread Percentages associated with the two immediately preceding
Monthly Periods.
"Rating Agency Condition" means, with respect to any action or
event, that each Note Rating Agency shall have notified the Depositor, the
Administrator, the Indenture Trustee and the Owner Trustee, in writing,
that such action or event will not result in reduction or withdrawal of any
then outstanding rating of any outstanding Note or Certificate with respect
to which it is the Note Rating Agency.
"Record Date" means, with respect to any Payment Date, the last
Business Day of the immediately preceding calendar month.
"Redemption Date" means in the case of a redemption of the Notes
pursuant to Section 10.1, the Distribution Date specified by the
Administrator pursuant to such Section 10.1.
"Redemption Price" means, with respect to the Notes of each
Class, the Note Principal Balance of the Notes of such Class then
outstanding plus accrued and unpaid interest thereon at the applicable Note
Interest Rate for such Class on the Payment Date on which the Transferor
exercises its option to repurchase the Series Certificate.
"Required Owner Trust Spread Account Amount" means an amount
determined on the Closing Date and on or prior to each Transfer Date
(beginning on the ___________ Transfer Date) and, except as described
below, will be equal to $___ unless the Quarterly Excess Spread Percentage
(i) is less than or equal to 4.50% per annum but greater than 4.00% per
annum, in which case the Required Owner Trust Spread Account Amount will be
equal to an amount equal to % of the Note Initial Principal Balance;
(ii) is less than or equal to 4.00% per annum but greater than 3.50% per
annum, in which case the Required Owner Trust Spread Account Amount will be
increased to an amount equal to % of the Note Initial Principal Balance;
(iii) is less than or equal to 3.50% per annum but greater than 3.00% per
annum, in which case the Required Owner Trust Spread Account Amount will be
equal to an amount equal to % of the Note Initial Principal Balance;
(iv) is less than or equal to 3.00% per annum but greater than 2.50% per
annum, in which case the Required Owner Trust Spread Account Amount will be
equal to __% of the Note Initial Principal Balance; and (v) is less than or
equal to 1.50% per annum, in which case the Required Owner Trust Spread
Account Amount will be equal to an amount equal to % of the Note
Initial Principal Balance.
"Responsible Officer" means, with respect to the Indenture
Trustee, any officer within the Corporate Trust Office of the Indenture
Trustee, including any Vice President, Assistant Vice President, Assistant
Treasurer, Assistant Secretary, or any other officer of the Indenture
Trustee customarily performing functions similar to those performed by any
of the above designated officers and also, with respect to a particular
matter, any other officer to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject.
"Scheduled Payment Date" means each of the Class A Scheduled
Payment Date, the Class B Scheduled Payment Date and the Class C Scheduled
Payment Date.
"Series Certificate" means the Series 1999-_ Certificate issued
by the Master Trust on the Closing Date.
"Series Certificateholder" means Chase Credit Card Owner Trust
1999-_ as the holder of the Series Certificate.
"Series Supplement" means the Series 1999-_ Supplement to the
Pooling and Servicing Agreement.
"Servicer" means Chase, in its capacity as the servicer of the
Receivables under, the Pooling and Servicing Agreement, and each successor
to Chase (in the same capacity) pursuant to the Pooling and Servicing
Agreement.
"Standard & Poor's" means Standard & Poor's Ratings Services and
its successors and assigns.
"Transfer Date" means the Business Day immediately proceeding
each Distribution Date.
"Transferor" means (a) with respect to the period prior to June
1, 1996, CMB (formerly known as Chemical Bank) and (b) with respect to the
period beginning on June 1, 1996, Chase USA.
"Trust Agreement" means the Trust Agreement dated as of
1, 1999, between the Depositor and the Owner Trustee, as the same may be
amended and supplemented from time to time.
"Trust Indenture Act" or "TIA" means the Trust Indenture Act of
1939 as in force on the date hereof, unless otherwise specifically
provided.
SECTION 1.2. Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:
"indenture securities" means the Notes.
"indenture security holder" means a Noteholder.
"indenture to be qualified" means this Indenture.
"indenture trustee" or "institutional trustee" means the
Indenture Trustee.
"obligor" on the indenture securities means the Issuer and any
other obligor on the indenture securities.
All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by
Commission rule have the meaning assigned to them by such definitions.
SECTION 1.3. Usage of Terms. With respect to all terms in this
Indenture, the singular includes the plural and the plural the singular;
words importing any gender include the other gender; references to
"writing" include printing, typing, lithography, and other means of
reproducing words in a visible form; references to agreements and other
contractual instruments include all subsequent amendments thereto or
changes therein entered into in accordance with their respective terms and
not prohibited by this Indenture; references to Persons include their
permitted successors and assigns; and the term "including" means "including
without limitation." All references herein to Articles, Sections,
Subsections and Exhibits are references to Articles, Sections, Subsections
and Exhibits contained in or attached to this Indenture unless otherwise
specified, and each such Exhibit is part of the terms of this Indenture.
SECTION 1.4. Calculations of Interest. All calculations of
interest made hereunder shall be made on the basis of a 360-day year based
upon the actual number of days elapsed.
ARTICLE II
THE NOTES
SECTION 2.1. Form. The Notes will be issued in registered
form. The Class A Notes, the Class B Notes and the Class C Notes, in each
case together with the Indenture Trustee's or Authenticating Agent's
certificate of authentication, shall be in substantially the forms set
forth in Exhibits A, B and C, respectively, with such appropriate
insertions, omissions, substitutions and other variations as are required
or permitted by this Indenture and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as
may, consistently herewith, be determined to be appropriate by the officers
executing such Notes, as evidenced by their execution of the Notes. Any
portion of the text of any Note may be set forth on the reverse thereof,
with an appropriate reference thereto on the face of the Note. Each Note
shall be dated the date of its authentication. The Notes shall be issuable
as registered Notes in the minimum denomination of $1,000 and in integral
multiples thereof (except, if applicable, for one Note representing a
residual portion of each class which may be issued in a denomination other
than an integral multiple of $1,000).
Notes bearing the manual or facsimile signature of individuals
who were at any time Authorized Officers of the Issuer shall bind the
Issuer, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the date of authentication and delivery of such
Notes or did not hold such offices at such date. No Note shall be entitled
to any benefit under this Indenture or be valid or obligatory for any
purpose, unless there appears on such Note a certificate of authentication
substantially in the form provided for herein executed by the Indenture
Trustee or an Authenticating Agent by the manual or facsimile signature of
one of its authorized signatories, and such certificate upon any Note shall
be conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder. The terms of the Notes set forth in
Exhibits A, B and C are part of the terms of this Indenture.
The Definitive Notes shall be typewritten, printed, lithographed
or engraved or produced by any combination of these methods (with or
without steel engraved borders), all as determined by the officers
executing such Notes, as evidenced by their execution of such Notes.
SECTION 2.2. Execution, Authentication and Delivery. The Notes
shall be executed on behalf of the Issuer by any of its Authorized Officers
or by any other authorized signatory of the Issuer. The signature of any
such Authorized Officer on the Notes may be manual or facsimile.
The Indenture Trustee shall, upon written order of the Depositor,
authenticate and deliver Class A Notes for original issue in an aggregate
principal amount of $__________, Class B Notes for original issue in an
aggregate principal amount of $__________, and Class C Notes for original
issue in the aggregate principal amount of $__________. The respective
aggregate principal amount of Class A Notes, Class B Notes and Class C
Notes outstanding at any time may not exceed such amounts, except as
provided in Section 2.5.
SECTION 2.3. Temporary Notes. Pending the preparation of
Definitive Notes, the Issuer may execute, and at the direction of the
Issuer, the Indenture Trustee shall authenticate and deliver, temporary
Notes which are printed, lithographed, typewritten, mimeographed or
otherwise produced, of the tenor of the Definitive Notes in lieu of which
they are issued and with such variations not inconsistent with the terms of
this Indenture as the officers executing such Notes may determine, as
evidenced by their execution of such Notes.
If temporary Notes are issued, the Issuer will cause Definitive
Notes to be prepared without unreasonable delay. After the preparation of
Definitive Notes, the temporary Notes shall be exchangeable for Definitive
Notes upon surrender of the temporary Notes at the office or agency of the
Issuer to be maintained as provided in Section 3.2, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary
Notes, the Issuer shall execute and the Indenture Trustee shall upon
receipt of a written order from the Issuer authenticate and deliver in
exchange therefor a like principal amount of Definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes shall in all
respects be entitled to the same benefits under this Indenture as
Definitive Notes.
SECTION 2.4. Registration of Transfer and Exchange. The Issuer
shall cause to be kept a register (the "Note Register") in which, subject
to such reasonable regulations as it may prescribe, the Note Registrar
shall provide for the registration of the Notes and the registration of
transfers of the Notes. Chase shall initially be "Note Registrar" for the
purpose of registering Notes and transfers of Notes as herein provided. In
the event that, subsequent to the date of issuance of the Notes, Chase
notifies the Indenture Trustee that it is unable to act as Note Registrar,
the Indenture Trustee shall act, or the Indenture Trustee shall, with the
consent of the Issuer, appoint another bank or trust company, having an
office or agency located in the City of New York and which agrees to act in
accordance with the provisions of this Indenture applicable to it, to act,
as successor Note Registrar under this Indenture. For so long as any Note
is issued as a global Note, the Issuer may, or if and so long as any of the
Notes are listed on the Luxembourg Stock Exchange and such exchange shall
so require, the Issuer shall appoint a co-registrar in Luxembourg or
another European city.
The Indenture Trustee may revoke such appointment and remove
Chase as Note Registrar if the Indenture Trustee determines that Chase
failed to perform its obligations under this Indenture in any material
respect. Chase shall be permitted to resign as Note Registrar upon 30
days' written notice to the Indenture Trustee, the Depositor and the
Administrator; provided, however, that such resignation shall not be
effective and Chase shall continue to perform its duties as Note Registrar
until the Indenture Trustee has appointed a successor Note Registrar with
the consent of the Issuer.
If a Person other than the Indenture Trustee is appointed by the
Issuer as the Note Registrar, the Issuer will give the Indenture Trustee
prompt written notice of the appointment of such Note Registrar and of the
location, and any change in the location, of the Note Register, and the
Indenture Trustee shall have the right to inspect the Note Register at all
reasonable times and to obtain copies thereof, and the Indenture Trustee
shall have the right to conclusively rely upon a certificate executed on
behalf of the Note Registrar by an Executive Officer thereof as to the
names and addresses of the Holders of the Notes and the principal amounts
and number of such Notes.
An institution succeeding to the corporate agency business of the
Note Registrar shall continue to be the Note Registrar without the
execution or filing of any paper or any further act on the part of the
Indenture Trustee or such Note Registrar.
The Note Registrar shall maintain in the City of New York an
office or offices or agency or agencies where Notes may be surrendered for
registration of transfer or exchange. The Note Registrar initially
designates its corporate trust office located at 450 West 33rd Street, New
York, New York 10001-2697 as its office for such purposes. The Note
Registrar shall give prompt written notice to the Indenture Trustee, the
Depositor, the Administrator and to the Noteholders of any change in the
location of such office or agency.
Upon surrender for registration of transfer of any Note at the
office or agency of the Issuer to be maintained as provided in Section 3.2,
if the requirements of Section 8-401(a) of the Relevant UCC are met, the
Issuer shall execute, the Indenture Trustee shall upon receipt of a written
order from the Issuer authenticate and (if the Note Registrar is different
than the Indenture Trustee, then the Note Registrar shall) deliver to the
Noteholder, in the name of the designated transferee or transferees, one or
more new Notes, in any authorized denominations, of the same class and a
like aggregate principal amount.
At the option of the Holder, the Notes may be exchanged for other
Notes in any authorized denominations, of the same class and a like
aggregate principal amount, upon surrender of the Notes to be exchanged at
such office or agency. Whenever any Notes are so surrendered for exchange,
if the requirements of Section 8-401(a) of the Relevant UCC are met, the
Issuer shall execute and the Indenture Trustee shall authenticate and (if
the Note Registrar is different than the Indenture Trustee, then the Note
Registrar shall) deliver to the Noteholder, the Notes which the Noteholder
making the exchange is entitled to receive.
All Notes issued upon any registration of transfer or exchange of
the Notes shall be the valid obligations of the Issuer, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Notes
surrendered upon such registration of transfer or exchange.
Every Note presented or surrendered for registration of transfer
or exchange shall be (i) duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Holder thereof or such Holder's attorney duly authorized
in writing, with such signature guaranteed by a commercial bank or trust
company located, or having a correspondent located, in the City of New York
or the city in which the Corporate Trust Office is located, or by a member
firm of a national securities exchange, and (ii) accompanied by such other
documents as the Indenture Trustee may require. Each Note surrendered for
registration of transfer or exchange shall be cancelled by the Note
Registrar and disposed of by the Indenture Trustee or Note Registrar in
accordance with its customary practice.
No service charge shall be made to a Holder for any registration
of transfer or exchange of the Notes, but the Issuer may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Notes, other than exchanges pursuant to Section 2.3 or 9.5 not involving
any transfer.
The preceding provisions of this section notwithstanding, the
Issuer shall not be required to make, and the Note Registrar need not
register, transfers or exchanges of the Notes selected for redemption or of
any Note for a period of 15 days preceding the due date for any payment in
full with respect to such Note.
SECTION 2.5. Mutilated, Destroyed, Lost or Stolen Notes. If
(i) any mutilated Note is surrendered to the Note Registrar, or the Note
Registrar receives evidence to its satisfaction of the destruction, loss or
theft of any Note, and (ii) there is delivered to the Note Registrar and
the Indenture Trustee such security or indemnity as may be required by them
to hold the Issuer, the Note Registrar and the Indenture Trustee harmless,
then, in the absence of notice to the Issuer, the Note Registrar or the
Indenture Trustee that such Note has been acquired by a bona fide
purchaser, and provided that the requirements of Section 8-405 of the
Relevant UCC are met, the Issuer shall execute and the Indenture Trustee or
an Authenticating Agent shall authenticate and (if the Note Registrar is
different from the Indenture Trustee, the Note Registrar shall) deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Note, a replacement Note of like class, tenor and denomination; provided
that if any such destroyed, lost or stolen Note, but not a mutilated Note,
shall have become or within seven days shall be due and payable, or shall
have been called for redemption, instead of issuing a replacement Note, the
Issuer may pay such destroyed, lost or stolen Note when so due or payable
or upon the Redemption Date without surrender thereof. If, after the
delivery of such replacement Note or payment of a destroyed, lost or stolen
Note pursuant to the proviso to the preceding sentence, a bona fide
purchaser of the original Note in lieu of which such replacement Note was
issued presents for payment such original Note, the Issuer, the Note
Registrar and the Indenture Trustee shall be entitled to recover such
replacement Note (or such payment) from the Person to whom it was delivered
or any Person taking such replacement Note from such Person to whom such
replacement Note was delivered or any assignee of such Person, except a
bona fide purchaser, and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or
expense incurred by the Issuer, the Note Registrar or the Indenture Trustee
in connection therewith.
Upon the issuance of any replacement Note under this Section, the
Issuer may require the payment by the Holder of such Note of a sum
sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other reasonable expenses (including
the fees and expenses of the Indenture Trustee, its agents and counsel)
connected therewith.
Every replacement Note issued pursuant to this Section 2.5 in
replacement of any mutilated, destroyed, lost or stolen Note shall
constitute an original additional contractual obligation of the Issuer,
whether or not the mutilated, destroyed, lost or stolen Note shall be at
any time enforceable by anyone, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Notes
duly issued hereunder.
The provisions of this Section are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes.
SECTION 2.6. Persons Deemed Owner. Prior to due presentment
for registration of transfer of any Note, the Issuer, the Indenture
Trustee, the Note Registrar and any agent of the Issuer, the Indenture
Trustee or the Note Registrar may treat the Person in whose name any Note
is registered (as of the day of determination) as the owner of such Note
for the purpose of receiving payments of principal of and interest, if any,
on such Note and for all other purposes whatsoever, whether or not such
Note shall be overdue, and neither the Issuer, the Indenture Trustee or the
Note Registrar nor any agent of the Issuer, the Indenture Trustee or the
Note Registrar shall be bound by notice to the contrary.
SECTION 2.7. Payment of Principal and Interest. (a) On each
Transfer Date, the Indenture Trustee, acting in accordance with written
instructions from the Administrator, shall make, or shall direct the Master
Trust Trustee to make, the following deposits and distributions to the
extent of the Available Amount for such Transfer Date, in the following
order of priority:
(i) to the Note Distribution Account for distribution to the
Class A Noteholders on the related Payment Date, the Class A Note
Interest Requirement for such Transfer Date;
(ii) to the Note Distribution Account for distribution to the
Class B Noteholders on the related Payment Date, the Class B Note
Interest Requirement for such Transfer Date;
(iii) to the Note Distribution Account for distribution to the
Class C Noteholders on the related Payment Date, the Class C Note
Interest Requirement for such Transfer Date;
(iv) to the Note Distribution Account for distribution to the
Class A Noteholders on the related Payment Date, the Class A
Noteholders' Principal Distributable Amount for such Transfer Date;
(v) to the Note Distribution Account for distribution to the
Class B Noteholders on the related Payment Date, the Class B
Noteholders' Principal Distributable Amount for such Transfer Date;
(vi) to the Note Distribution Account for distribution to the
Class C Noteholders on the related Payment Date, the Class C
Noteholders' Principal Distributable Amount for such Transfer Date;
(vii) to the Owner Trust Spread Account, the excess, if any, of
(a) the Required Owner Trust Spread Account Amount for such Transfer
Date over (b) the amount on deposit in the Owner Trust Spread Account
on such Transfer Date (not taking into account the amount deposited
into the Owner Trust Spread Account on such Transfer Date described by
this clause (vii)); and
(viii) to the Certificateholder, on behalf of the Issuer, the
remaining Available Amount for such Transfer Date, if any.
(b) To the extent that on any Transfer Date the Class C Note
Interest Requirement exceeds the Available Amount available to be deposited
into the Note Distribution Account pursuant to subsection 2.7(a)(iii),
funds, to the extent of the lesser of the Required Owner Trust Spread
Account Amount for such Transfer Date and the amount on deposit in the
Owner Trust Spread Account on such Transfer Date, shall be withdrawn from
the Owner Trust Spread Account and deposited in the Note Distribution
Account to be applied to pay the Class C Note Interest Requirement on the
related Payment Date pursuant to subsection 2.7(f).
(c) To the extent that, on the Transfer Date related to the
Class C Scheduled Payment Date if the Class B Note Principal Balance shall
be paid in full on or prior to such Payment Date or thereafter and, with
respect to any Note Principal Due Date, the Transfer Date on which an
amount equal to the Class B Note Principal Balance has been deposited in
the Note Distribution Account pursuant to subsection 2.7(a)(v), funds, to
the extent of the least of (i) the Required Owner Trust Spread Account
Amount for such Transfer Date, (ii) the excess of the Class C Note
Principal Balance over the Investor Interest and (iii) the amount on
deposit in the Owner Trust Spread Account (in each case after giving effect
to any withdrawals pursuant to subsection 2.7(b) on such Transfer Date)
shall be withdrawn from the Owner Trust Spread Account (after giving effect
to any withdrawals pursuant to subsection 2.7(b) on such Transfer Date) and
deposited in the Note Distribution Account to be applied to pay the Class C
Noteholders' Principal Distributable Amount on the related Payment Date
pursuant to this subsection 2.7(c). On the Note Maturity Date, to the
extent of the lesser of the Required Owner Trust Spread Account Amount for
such Transfer Date and the amount on deposit in the Owner Trust Spread
Account (in each case after giving effect to any withdrawals pursuant to
subsection 2.7(b) and the preceding sentence of this subsection 2.7(c) on
such Transfer Date) shall be withdrawn from the Owner Trust Spread Account
(after giving effect to any withdrawals pursuant to subsection 2.7(b) and
the preceding sentence of this subsection 2.7(c) on such Transfer Date) and
deposited in the Note Distribution Account to be applied to pay the Class C
Noteholders' Principal Distributable Amount on the Note Maturity Date.
(d) On each Payment Date, the amount deposited in the Note
Distribution Account pursuant to subsection 2.7(a)(i) on the related
Transfer Date shall be paid by the Paying Agent to the Class A Noteholders
in respect of interest on the Class A Notes. On each Payment Date,
beginning with the earlier of the Class A Scheduled Payment Date and the
Note Principal Due Date, the amount deposited in the Note Distribution
Account pursuant to subsection 2.7(a)(iv) on the related Transfer Date
shall be paid by the Paying Agent to the Class A Noteholders in respect of
principal of the Class A Notes. All principal and interest in respect of
the Class A Notes shall be due and payable to the extent not previously
paid on the Note Maturity Date.
(e) On each Payment Date, the amount deposited in the Note
Distribution Account pursuant to subsection 2.7(a)(ii) on the related
Transfer Date shall be paid by the Paying Agent to the Class B Noteholders
in respect of interest on the Class B Notes. On each Payment Date,
beginning with the earlier of the Class B Scheduled Payment Date and the
Note Principal Due Date, the amount deposited in the Note Distribution
Account pursuant to subsection 2.7(a)(v) on the related Transfer Date shall
be paid by the Paying Agent to the Class B Noteholders in respect of
principal of the Class B Notes. All principal and interest in respect of
the Class B Notes shall be due and payable to the extent not previously
paid on the Note Maturity Date.
(f) On each Payment Date, the amount deposited in the Note
Distribution Account pursuant to subsections 2.7(a)(iii) and 2.7(b) on the
related Transfer Date shall be paid by the Paying Agent to the Class C
Noteholders in respect of interest on the Class C Notes. On each Payment
Date, beginning with the earlier Class C Scheduled Payment Date and the
Note Principal Due Date, the amount deposited in the Note Distribution
Account pursuant to subsections 2.7(a)(vi) and 2.7(c) on the related
Transfer Date shall be paid by the Paying Agent to the Class C Noteholders
in respect of principal of the Class C Notes. All principal and interest
in respect of the Class C Notes shall be due and payable to the extent not
previously paid on the note Maturity Date.
(g) Any installment of interest or principal, if any, payable
on any Note which is punctually paid or duly provided for by the Issuer on
the applicable Payment Date shall be paid to the Person in whose name such
Note (or one or more Predecessor Notes) is registered on the preceding
Record Date, by check mailed first-class, postage prepaid, to such Person's
address as it appears on the Note Register on such Record Date, except
that, unless Definitive Notes have been issued pursuant to Section 2.12,
with respect to the Notes registered on the Record Date in the name of the
nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payment will be made by wire transfer in immediately available funds to the
account designated by such nominee, except for the final installment of
principal payable with respect to such Note on a Payment Date or on a Note
Principal Due Date and except for the Redemption Price for any Note called
for redemption pursuant to Section 10.1 which shall be payable as provided
below. The funds represented by any such checks returned undelivered shall
be held in accordance with Section 3.3.
(h) All principal and interest payments on each class of Notes
shall be made pro rata to the Noteholders of such class entitled thereto.
The Indenture Trustee shall notify the Person in whose name a Note is
registered at the close of business on the Record Date preceding the
Payment Date on which the Issuer expects that the final installment of
principal of and interest on such Note will be paid. Such notice shall be
(i) transmitted by facsimile on such Record Date if Book-Entry Notes are
outstanding or (ii) mailed as provided in Section 10.2 not later than three
Business Days after such Record Date if Definitive Notes are outstanding
and shall specify that such final installment will be payable only upon
presentation and surrender of such Note and shall specify the place where
such Note may be presented and surrendered for payment of such installment.
SECTION 2.8. Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to
any Person other than the Note Registrar, be delivered to the Note
Registrar and shall be promptly cancelled by the Note Registrar. The
Issuer may at any time deliver to the Note Registrar for cancellation any
Notes previously authenticated and delivered hereunder which the Issuer may
have acquired in any manner whatsoever, and all Notes so delivered shall be
promptly cancelled by the Note Registrar. No Notes shall be authenticated
in lieu of or in exchange for any Notes cancelled as provided in this
Section, except as expressly permitted by this Indenture. All cancelled
Notes may be held or disposed of by the Note Registrar in accordance with
its standard retention or disposal policy as in effect at the time unless
the Issuer shall direct that they be destroyed or returned to it; provided
that such direction is timely and the Notes have not been previously
disposed of by the Note Registrar.
SECTION 2.9. Release of Collateral. Subject to Section 11.1,
the Indenture Trustee shall release property from the lien of this
Indenture only upon request of the Issuer accompanied by an Officer's
Certificate, an Opinion of Counsel and Independent Certificates in
accordance with the TIA sections314(c) and 314(d)(1) or an Opinion of
Counsel in lieu of such Independent Certificates to the effect that the TIA
does not require any such Independent Certificates.
SECTION 2.10. Book-Entry Notes. The Notes, upon original
issuance, will be issued in the form of typewritten Notes representing the
Book-Entry Notes, to be delivered to The Depository Trust Company (the
initial Clearing Agency) by, or on behalf of, the Issuer. Such Notes shall
initially be registered on the Note Register in the name of Cede & Co., the
nominee of the initial Clearing Agency, and no Note Owner will receive a
Definitive Note representing such Note Owner's interest in such Note,
except as provided in Section 2.12. Unless and until Definitive Notes have
been issued to Note Owners pursuant to Section 2.12:
(a) the provisions of this Section shall be in full force and
effect;
(b) the Note Registrar, the Paying Agent and the Indenture
Trustee shall be entitled to deal with the Clearing Agency for all purposes
of this Indenture (including the payment of principal of and interest on
the Notes and the giving of instructions or directions hereunder) as the
sole Holder of the Notes, and shall have no obligation to the Note Owners;
(c) to the extent that the provisions of this Section conflict
with any other provisions of this Indenture, the provisions of this Section
shall control;
(d) the rights of the Note Owners shall be exercised only
through the Clearing Agency (or to the extent the Note Owners are not
Clearing Agency Participants, through the Clearing Agency Participants
through which such Note Owners own Book-Entry Notes) and shall be limited
to those established by law and agreements between such Note Owners and the
Clearing Agency and/or the Clearing Agency Participants, and all references
in this Indenture to actions by the Noteholders shall refer to actions
taken by the Clearing Agency upon instructions from the Clearing Agency
Participants, and all references in this Indenture to distributions,
notices, reports and statements to the Noteholders shall refer to
distributions, notices, reports and statements to the Clearing Agency, as
registered holder of the Notes, as the case may be, for distribution to the
Note Owners in accordance with the procedures of the Clearing Agency.
Pursuant to the Note Depository Agreement, unless and until Definitive
Notes are issued pursuant to Section 2.12, the initial Clearing Agency will
make book-entry transfers among the Clearing Agency Participants and
receive and transmit payments of principal of and interest on the Notes to
such Clearing Agency Participants; and
(e) whenever this Indenture requires or permits actions to be
taken based upon instructions or directions of the Holders of the Notes
evidencing a specified percentage of the Outstanding Amount of the Notes,
the Clearing Agency shall be deemed to represent such percentage only to
the extent that it has received instructions to such effect from the Note
Owners and/or Clearing Agency Participants owning or representing,
respectively, such required percentage of the beneficial interest in the
Notes and has delivered such instructions to the Indenture Trustee.
SECTION 2.11. Notices to Clearing Agency. Whenever a notice or
other communication to the Noteholders is required under this Indenture,
unless and until Definitive Notes shall have been issued to the Note Owners
pursuant to Section 2.12, the Indenture Trustee shall give all such notices
and communications specified herein to be given to the Holders of the Notes
to the Clearing Agency, and shall have no obligation to the Note Owners.
SECTION 2.12. Definitive Notes. If (a) the Administrator
advises the Indenture Trustee in writing that the Clearing Agency is no
longer willing or able to properly discharge its responsibilities with
respect to the Notes, and the Administrator is unable to locate a qualified
successor, (b) the Administrator at its option advises the Indenture
Trustee in writing that it elects to terminate the book-entry system
through the Clearing Agency, or (c) after the occurrence of an Event of
Default or a Master Trust Servicer Default, the Note Owners representing
beneficial interests aggregating not less than a majority of the
Outstanding Amount of the Notes advise the Indenture Trustee and the
Clearing Agency through the Clearing Agency Participants in writing, and if
the Clearing Agency shall so notify the Indenture Trustee that the
continuation of a book-entry system through the Clearing Agency is no
longer in the best interests of the Note Owners, then the Clearing Agency
shall notify all the Note Owners of the occurrence of any such event and of
the availability of Definitive Notes to the Note Owners requesting the
same. Upon surrender to the Note Registrar of the typewritten Note or
Notes representing the Book-Entry Notes by the Clearing Agency,
accompanied by re-registration instructions, the Issuer shall execute and
the Indenture Trustee shall authenticate and (if the Note Registrar is
different than the Indenture Trustee, then the Note Registrar shall)
deliver the Definitive Notes in accordance with the instructions of the
Clearing Agency. None of the Issuer, the Note Registrar or the Indenture
Trustee shall be liable for any delay in delivery of such instructions and
may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of the Definitive Notes, the Indenture
Trustee shall recognize the Holders of the Definitive Notes as the
Noteholders.
SECTION 2.13. Authenticating Agent. (a) The Indenture Trustee
may appoint one or more authenticating agents (each, an "Authenticating
Agent") with respect to the Notes which shall be authorized to act on
behalf of the Indenture Trustee in authenticating the Notes in connection
with the issuance, delivery, registration of transfer, exchange or
repayment of the Notes. The Indenture Trustee hereby appoints Chase as
Authenticating Agent for the authentication of the Notes upon any
registration of transfer or exchange of such Notes. Whenever reference is
made in this Indenture to the authentication of the Notes by the Indenture
Trustee or the Indenture Trustee's certificate of authentication, such
reference shall be deemed to include authentication on behalf of the
Indenture Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Indenture Trustee by an
Authenticating Agent. Each Authenticating Agent, other than Chase, shall
be acceptable to the Issuer.
(b) Any institution succeeding to the corporate agency
business of an Authenticating Agent shall continue to be an Authenticating
Agent without the execution or filing of any paper or any further act on
the part of the Indenture Trustee or such Authenticating Agent.
(c) An Authenticating Agent may at any time resign by giving
written notice of resignation to the Indenture Trustee and the Issuer. The
Indenture Trustee may at any time terminate the agency of an Authenticating
Agent by giving notice of termination to such Authenticating Agent and to
the Issuer. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time an Authenticating Agent shall cease to
be acceptable to the Indenture Trustee or the Issuer, the Indenture Trustee
promptly may appoint a successor Authenticating Agent with the consent of
the Issuer. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally
named as an Authenticating Agent. No successor Authenticating Agent shall
be appointed unless acceptable to the Issuer.
(d) The Administrator shall pay the Authenticating Agent from
time to time reasonable compensation for its services under this Section
2.13.
(e) The provisions of Sections 6.1, 6.2, 6.3, 6.4, 6.7 and 6.9
shall be applicable, mutatis mutandis, to any Authenticating Agent.
(f) Pursuant to an appointment made under this Section 2.13,
the Notes may have endorsed thereon, in lieu of the Indenture Trustee's
certificate of authentication, an alternate certificate of authentication
in substantially the following form:
This is one of the Notes referred to in the within mentioned
Indenture.
THE BANK OF NEW YORK
as Indenture Trustee
By:
Authorized Signatory
or
as Authenticating Agent
for the Indenture Trustee,
Authorized Officer
SECTION 2.14. Appointment of Paying Agent. (a) The Indenture
Trustee may appoint a Paying Agent with respect to the Notes. The
Indenture Trustee hereby appoints Chase as the initial Paying Agent. The
Paying Agent shall have the revocable power to withdraw funds from the
Owner Trust Accounts and make distributions to the Noteholders and the
Certificateholders, pursuant to Section 2.7. For so long as any of the
Notes are listed on the Luxembourg Stock Exchange or other stock exchange
and such exchange so requires, the Indenture Trustee shall maintain a
co-paying agent in Luxembourg or the location required by such other stock
exchange. The Indenture Trustee may revoke such power and remove the
Paying Agent if the Indenture Trustee determines in its sole discretion
that the Paying Agent shall have failed to perform its obligations under
this Indenture in any material respect or for other good cause. Chase shall
be permitted to resign as Paying Agent upon 30 days' written notice to the
Depositor and the Indenture Trustee. In the event that Chase shall no
longer be the Paying Agent, the Indenture Trustee shall appoint a successor
to act as Paying Agent (which shall be a bank or trust company and may be
the Indenture Trustee) with the consent of the Depositor, which consent
shall not be unreasonably withheld. If at any time the Indenture Trustee
shall be acting as the Paying Agent, the provisions of Sections 6.1, 6.3
and 6.4 shall apply, mutatis mutandis, to the Indenture Trustee in its role
as Paying Agent.
The Indenture Trustee will cause each Paying Agent, other than
itself and Chase, to execute and deliver to the Indenture Trustee an
instrument in which such Paying Agent shall agree with the Indenture
Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so
agrees), subject to the provisions of this Section, that such Paying Agent
will:
(i) hold all sums held by it for the payment of amounts due with
respect to the Notes in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and pay such sums to such Persons as
herein provided;
(ii) give the Indenture Trustee notice of any default by the
Issuer (or any other obligor upon the Notes) of which it has actual
knowledge in the making of any payment required to be made with
respect to the Notes;
(iii) at any time during the continuance of any such default,
upon the written request of the Indenture Trustee, forthwith pay to
the Indenture Trustee all sums so held in trust by such Paying Agent;
(iv) immediately resign as a Paying Agent and forthwith pay to
the Indenture Trustee all sums held by it in trust for the payment of
the Notes if at any time it ceases to meet the standards required to
be met by the Paying Agent at the time of its appointment; and
(v) comply with all requirements of the Code with respect to the
withholding from any payments made by it on any Notes of any
applicable withholding taxes imposed thereon and with respect to any
applicable reporting requirements in connection therewith.
(b) Chase in its capacity as initial Paying Agent hereunder
agrees that it (i) will hold all sums held by it hereunder for payment to
the Noteholders in trust for the benefit of the Noteholders entitled
thereto (and with respect to the Owner Trust Spread Account, to the extent
specified herein, the benefit of Chase USA) until such sums shall be paid
to such Noteholders and (ii) shall comply with all requirements of the Code
regarding the withholding by the Indenture Trustee of payments in respect
of United States federal income taxes due from Note Owners.
(c) An institution succeeding to the corporate agency business
of the Paying Agent shall continue to be the Paying Agent without the
execution or filing of any paper or any further act on the part of the
Indenture Trustee or such Paying Agent.
SECTION 2.15. CUSIP Numbers. The Issuer in issuing the Notes
may use "CUSIP" numbers (if then generally in use), and, if so, the
Indenture Trustee shall use "CUSIP" numbers in notices of redemption as a
convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as
printed on the Notes or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on
the Notes, and any such redemption shall not be affected by any defect in
or omission of such numbers. The Issuer will promptly notify the Indenture
Trustee of any change in the "CUSIP" numbers.
ARTICLE III
COVENANTS
SECTION 3.1. Payment of Principal and Interest. The Issuer
will duly and punctually pay the principal of and interest on the Notes in
accordance with the terms of the Notes and this Indenture. Without
limiting the foregoing, the Issuer will cause to be distributed all amounts
on deposit in the Note Distribution Account on a Payment Date deposited
therein pursuant to Section 2.7 hereof and the Series Supplement (i) for
the benefit of the Class A Notes, to the holders of the Class A Notes, (ii)
for the benefit of the Class B Notes, to the holders of the Class B Notes,
(iii) for the benefit of the Class C Notes, to the holders of the Class C
Notes, and (iv) to the extent so specified, to the Certificateholder.
Amounts properly withheld under the Code by any Person from a payment to
any Noteholder of interest and/or principal shall be considered as having
been paid by the Issuer to such Noteholder for all purposes of this
Indenture.
SECTION 3.2. Maintenance of Office or Agency. The Issuer will
maintain in the City of New York an office or agency where Notes may be
surrendered for registration of transfer or exchange. The Issuer hereby
initially appoints the Note Registrar to serve as its agent for the
foregoing purposes. For so long as any of the Notes are listed on the
Luxembourg Stock Exchange or other stock exchange and such exchange so
requires, the Indenture Trustee shall maintain an office or agency in
Luxembourg or in the location required by such other stock exchange. The
Issuer will give prompt written notice to the Indenture Trustee of the
location, and of any change in the location, of any such office or agency.
If at any time the Issuer shall fail to maintain any such office or agency
or shall fail to furnish the Indenture Trustee with the address thereof,
such surrenders, notices and demands may be made or served at the Corporate
Trust Office, and the Issuer hereby appoints the Indenture Trustee as its
agent to receive all such surrenders, notices and demands.
SECTION 3.3. Money for Payments To Be Held in Trust. As
provided in Section 8.2, all payments of amounts due and payable with
respect to any Notes that are to be made from amounts withdrawn from the
Note Distribution Account or the Owner Trust Spread Account pursuant to
Section 8.2 shall be made on behalf of the Issuer by the Indenture Trustee
or by a Paying Agent, and no amounts so withdrawn from the Note
Distribution Account or the Owner Trust Spread Account for payments on the
Notes shall be paid over to the Issuer except as provided in this Section
3.3.
On or before each Payment Date and Redemption Date, the Master
Trust Trustee shall deposit or cause to be deposited in the Note
Distribution Account an aggregate sum sufficient to pay the amounts then
becoming due under the Notes, such sum to be held in trust for the benefit
of the Persons entitled thereto and (unless the Paying Agent is the
Indenture Trustee) shall promptly notify the Indenture Trustee of its
action or failure so to act.
The Issuer may, at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose,
direct any Paying Agent to pay to the Indenture Trustee all sums held in
trust by such Paying Agent, such sums to be held by the Indenture Trustee
upon the same trusts as those upon which the sums were held by such Paying
Agent; and upon such a payment by any Paying Agent to the Indenture
Trustee, such Paying Agent shall be released from all further liability
with respect to such money.
Subject to applicable laws with respect to the escheat of funds,
any money held by the Indenture Trustee or any Paying Agent in trust for
the payment of any amount due with respect to any Note and remaining
unclaimed for two years after such amount has become due and payable shall
be discharged from such trust and be paid to the Issuer on its request; and
the Holder of such Note shall thereafter, as an unsecured general creditor,
look only to the Issuer for payment thereof (but only to the extent of the
amounts so paid to the Issuer), and all liability of the Indenture Trustee
or such Paying Agent with respect to such trust money shall thereupon
cease; provided that the Indenture Trustee or such Paying Agent, before
being required to make any such repayment, shall at the expense of the
Issuer cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general
circulation in the City of New York, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less
than 30 days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Issuer. The Indenture
Trustee shall also adopt and employ, at the expense of the Issuer, any
other reasonable means of notification of such repayment (including, but
not limited to, mailing notice of such repayment to the Holders whose notes
have been called but have not been surrendered for redemption or whose
right to or interest in moneys due and payable but not claimed is
determinable from the records of the Indenture Trustee or of any Paying
Agent, at the last address of record for each such Holder).
SECTION 3.4. Existence. Except as otherwise permitted by the
provisions of Section 3.10, the Issuer will keep in full effect its
existence, rights and franchises as a business trust under the laws of the
State of Delaware (unless it becomes, or any successor to the Issuer
hereunder is or becomes, organized under the laws of any other state or of
the United States of America, in which case the Issuer will keep in full
effect its existence, rights and franchises under the laws of such other
jurisdiction) and will obtain and preserve its qualification to do business
in each jurisdiction in which such qualification is or shall be necessary
to protect the validity and enforceability of this Indenture, the Notes,
the Collateral and each other instrument or agreement included in the Owner
Trust Estate.
SECTION 3.5. Protection of Owner Trust Estate. The Issuer will
from time to time prepare (or shall cause to be prepared), execute and
deliver all such supplements and amendments hereto and all such financing
statements, continuation statements, instruments of further assurance and
other instruments, and will take such other action necessary or advisable
to:
(a) maintain or preserve the lien and security interest (and the
priority thereof) of this Indenture or carry out more effectively the
purposes hereof;
(b) perfect, publish notice of or protect the validity of any
Grant made or to be made by this Indenture;
(c) enforce the rights of the Indenture Trustee and the
Noteholders in any of the Collateral; or
(d) preserve and defend title to the Owner Trust Estate and the
rights of the Indenture Trustee and the Noteholders in such Owner Trust
Estate against the claims of all persons and parties.
The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement
or other instrument required to be filed by the Indenture Trustee pursuant
to this Section.
SECTION 3.6. Opinions as to Owner Trust Estate. (a) On the
Closing Date, the Issuer shall furnish to the Indenture Trustee an Opinion
of Counsel either stating that, in the opinion of such counsel, such action
has been taken with respect to the recording and filing of this Indenture,
any indentures supplemental hereto, and any other requisite documents, and
with respect to the execution and filing of any financing statements and
continuation statements, as are necessary to perfect and make effective the
lien and security interest of this Indenture and reciting the details of
such action, or stating that, in the opinion of such counsel, no such
action is necessary to make such lien and security interest effective.
(b) On or before ____________ of each calendar year, commencing
with ________________, the Issuer shall furnish to the Indenture Trustee an
Opinion of Counsel either stating that, in the opinion of such counsel,
such action has been taken with respect to the recording, filing, re-
recording and refiling of this Indenture, any indentures supplemental
hereto and any other requisite documents and with respect to the execution
and filing of any financing statements and continuation statements as are
necessary to maintain the perfection of the lien and security interest
created by this Indenture and reciting the details of such action or
stating that in the opinion of such counsel no such action is necessary to
maintain the perfection of such lien and security interest. Such Opinion
of Counsel shall also describe the recording, filing, re-recording and
refiling of this Indenture, any indentures supplemental hereto and any
other requisite documents and the execution and filing of any financing
statements and continuation statements that will, in the opinion of such
counsel, be required to maintain the perfection of the lien and security
interest of this Indenture until _____ in the following calendar year.
SECTION 3.7. Performance of Obligations; Servicing of Series
Certificate. (a) The Issuer will not take any action and will use its best
efforts not to permit any action to be taken by others that would release
any Person from any of such Person's material covenants or obligations
under any instrument or agreement included in the Owner Trust Estate or
that would result in the amendment, hypothecation, subordination,
termination or discharge of, or impair the validity or effectiveness of,
any such instrument or agreement, except as ordered by any bankruptcy or
other court or as expressly provided in this Indenture, any other Basic
Documents or such other instrument or agreement.
(b) The Issuer may contract with other Persons to assist it in
performing its duties under this Indenture, and any performance of such
duties by a Person identified to the Indenture Trustee in an Officer's
Certificate of the Issuer shall be deemed to be action taken by the Issuer.
Initially, the Issuer has contracted with the Administrator to assist the
Issuer in performing its duties under this Indenture.
(c) The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Indenture, the other Basic
Documents and in the instruments and agreements included in the Owner Trust
Estate, including but not limited to preparing (or causing to be prepared)
and filing (or causing to be filed) all UCC financing statements and
continuation statements required to be filed by the terms of this Indenture
and the Deposit and Administration Agreement in accordance with and within
the time periods provided for herein and therein.
(d) If the Issuer shall have knowledge of the occurrence of a
Master Trust Servicer Default under the Pooling and Servicing Agreement,
the Issuer shall promptly notify the Indenture Trustee and the Note Rating
Agencies thereof in accordance with Section 11.4, and shall specify in such
notice the action, if any, the Issuer is taking in respect of such default.
If a Master Trust Servicer Default shall arise from the failure of the
Servicer to perform any of its duties or obligations under the Pooling and
Servicing Agreement with respect to the Series Certificates, the Issuer
shall take all reasonable steps available to it to remedy such failure.
(e) Without derogating from the absolute nature of the
assignment granted to the Indenture Trustee under this Indenture or the
rights of the Indenture Trustee hereunder, the Issuer agrees that, unless
such action is specifically permitted hereunder or under the other Basic
Documents, it will not, without the prior written consent of the Indenture
Trustee or the Holders of at least a majority of Outstanding Amount of the
Notes, amend, modify, waive, supplement, terminate or surrender, or agree
to any amendment, modification, supplement, termination, waiver or
surrender of, the terms of any Collateral or the Basic Documents, or waive
timely performance or observance by the Administrator or the Transferor
under the Deposit and Administration Agreement; provided that no such
amendment shall (i) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, distributions that are required to be
made for the benefit of the Noteholders, or (ii) reduce the aforesaid
percentage of the Notes which are required to consent to any such
amendment, without the consent of the Holders of all the Outstanding Notes.
If any such amendment, modification, supplement or waiver shall be so
consented to by the Indenture Trustee or such Holders, the Issuer agrees,
promptly following a request by the Indenture Trustee to do so, to execute
and deliver, in its own name and at its own expense, such agreements,
instruments, consents and other documents as are necessary or appropriate
or as the Indenture Trustee may deem necessary or appropriate under the
circumstances.
SECTION 3.8. Negative Covenants. So long as any Notes are
Outstanding, the Issuer shall not:
(a) except as expressly permitted by this Indenture or the other
Basic Documents, sell, transfer, exchange or otherwise dispose of any of
the properties or assets of the Issuer, including those included in the
Owner Trust Estate, unless directed to do so by the Indenture Trustee;
(b) claim any credit on, or make any deduction from the
principal or interest payable in respect of, the Notes (other than amounts
properly withheld from such payments under the Code) or assert any claim
against any present or former Noteholder by reason of the payment of the
taxes levied or assessed upon any part of the Owner Trust Estate; or
(c) (i) permit the validity or effectiveness of this Indenture
to be impaired, or permit the lien of this Indenture to be amended,
hypothecated, subordinated, terminated or discharged, or permit any Person
to be released from any covenants or obligations with respect to the Notes
under this Indenture except as may be expressly permitted hereby, (ii)
permit any lien, charge, excise, claim, security interest, mortgage or
other encumbrance (other than the lien of this Indenture) to be created on
or extend to or otherwise arise upon or burden the Owner Trust Estate or
any part thereof or any interest therein or the proceeds thereof (other
than tax liens, mechanics' liens and other liens that arise by operation of
law) or (iii) permit the lien of this Indenture not to constitute a valid
first priority (other than with respect to any such tax, mechanics' or
other lien) security interest in the Owner Trust Estate.
SECTION 3.9. Annual Statement as to Compliance. The Issuer
will deliver to the Indenture Trustee on or before ____________ of each
year, commencing __________, ____, and otherwise in compliance with the
requirements of TIA Section 314(a)(4), an Officer's Certificate stating, as
to the Authorized Officer signing such Officer's Certificate, that:
(a) a review of the activities of the Issuer during such year
and of performance under this Indenture has been made under such Authorized
Officer's supervision; and
(b) to the best of such Authorized Officer's knowledge, based on
such review, the Issuer has complied with all conditions and covenants in
all material respects under this Indenture throughout such year, or, if
there has been a default in the compliance of any such condition or
covenant, specifying each such default known to such Authorized Officer and
the nature and status thereof.
SECTION 3.10. The Issuer May Consolidate, Etc. Only on Certain
Terms. (a) The Issuer shall not consolidate or merge with or into any
other Person, unless
(i) the Person (if other than the Issuer) formed by or surviving
such consolidation or merger shall be a Person organized and existing
under the laws of the United States of America or any State thereof
and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Indenture Trustee, in form satisfactory
to the Indenture Trustee, the due and punctual payment of the
principal of and interest on all the Notes and the performance or
observance of every agreement and covenant of this Indenture on the
part of the Issuer to be performed or observed, all as provided
herein;
(ii) immediately after giving effect to such transaction, no
Default or Event of Default shall have occurred and be continuing;
(iii) the Rating Agency Condition shall have been satisfied
with respect to such transaction;
(iv) the Issuer shall have received an Opinion of Counsel (and
shall have delivered copies thereof to the Indenture Trustee) to the
effect that such transaction will not have any material adverse tax
consequence to the Trust or any Noteholder;
(v) such entity is not subject to regulation as an "investment
company" within the meaning of the Investment Company Act of 1940, as
amended;
(vi) any action as is necessary to maintain the lien and security
interest created by this Indenture shall have been taken; and
(vii) the Issuer shall have delivered to the Indenture
Trustee an Officer's Certificate and an Opinion of Counsel each
stating that such consolidation or merger and such supplemental
indenture comply with this Section 3.10 and that all conditions
precedent herein provided for relating to such transaction have been
complied with (including any filing required by the Exchange Act).
(b) Except as otherwise expressly permitted by this Indenture or
the other Basic Documents, the Issuer shall not convey or transfer all or
substantially all of its properties or assets, including those included in
the Owner Trust Estate, to any Person, unless:
(i) the Person that acquires by conveyance or transfer the
properties and assets of the Issuer the conveyance or transfer of
which is hereby restricted shall (A) be a United States citizen or a
Person organized and existing under the laws of the United States of
America or any State thereof, (B) expressly assume, by an indenture
supplemental hereto, executed and delivered to the Indenture Trustee,
in form satisfactory to the Indenture Trustee, the due and punctual
payment of the principal of and interest on all the Notes and the
performance or observance of every agreement and covenant of this
Indenture on the part of the Issuer to be performed or observed, all
as provided herein, (C) expressly agree by means of such supplemental
indenture that all right, title and interest so conveyed or
transferred shall be subject and subordinate to the rights of the
Holders of the Notes, (D) unless otherwise provided in such
supplemental indenture, expressly agree to indemnify, defend and hold
harmless the Issuer against and from any loss, liability or expense
arising under or related to this Indenture and the Notes and (E)
expressly agree by means of such supplemental indenture that such
Person (or if a group of persons, then one specified Person) shall
prepare (or cause to be prepared) and make all filings with the
Commission (and any other appropriate Person) required by the Exchange
Act in connection with the Notes;
(ii) immediately after giving effect to such transaction, no
Default or Event of Default shall have occurred and be continuing;
(iii) the Rating Agency Condition shall have been satisfied
with respect to such transaction;
(iv) the Issuer shall have received an Opinion of Counsel (and
shall have delivered copies thereof to the Indenture Trustee) to the
effect that such transaction will not have any material adverse tax
consequence to the Trust or any Noteholder;
(v) any action as is necessary to maintain the lien and security
interest created by this Indenture shall have been taken; and
(vi) the Issuer shall have delivered to the Indenture Trustee an
Officers' Certificate and an Opinion of Counsel each stating that such
conveyance or transfer and such supplemental indenture comply with
this Section 3.10 and that all conditions precedent herein provided
for relating to such transaction have been complied with (including
any filing required by the Exchange Act).
SECTION 3.11. Successor or Transferee. (a) Upon any
consolidation or merger of the Issuer in accordance with Section 3.10(a),
the Person formed by or surviving such consolidation or merger (if other
than the Issuer) shall succeed to, and be substituted for, and may exercise
every right and power of, the Issuer under this Indenture with the same
effect as if such Person had been named as the Issuer herein.
(b) Upon a conveyance or transfer of all the assets and
properties of the Issuer in accordance with Section 3.10(b), Chase Credit
Card Owner Trust 1999-_ will be released from every covenant and agreement
of this Indenture to be observed or performed on the part of the Issuer
with respect to the Notes immediately upon the delivery of written notice
to the Indenture Trustee from the Person acquiring such assets and
properties stating that Chase Credit Card Owner Trust 1999-_ is to be so
released.
SECTION 3.12. No Other Business. The Issuer shall not engage
in any business other than financing, purchasing, owning, selling and
managing the Series Certificate in the manner contemplated by this
Indenture and the other Basic Documents, issuing the Notes, making payments
thereon, and such other activities that are necessary, suitable or
desirable to accomplish the foregoing or are incidental to the purposes as
set forth in Section 2.3 of the Trust Agreement.
SECTION 3.13. No Borrowing. The Issuer shall not issue, incur,
assume, guarantee or otherwise become liable, directly or indirectly, for
any indebtedness except for money borrowed in respect of the Notes or in
accordance with the Basic Documents.
SECTION 3.14. Administrator's Obligations. The Issuer shall
use its best efforts to cause the Administrator to comply with the Deposit
and Administration Agreement.
SECTION 3.15. Guarantees, Loans, Advances and Other
Liabilities. Except as contemplated by the Deposit and Administration
Agreement or this Indenture, the Issuer shall not make any loan or advance
or credit to, or guarantee (directly or indirectly or by an instrument
having the effect of assuming another's payment or performance on any
obligation or capability of so doing or otherwise), endorse or otherwise
become contingently liable, directly or indirectly, in connection with the
obligations, stocks or dividends of, or own, purchase, repurchase or
acquire (or agree contingently to do so) any stock, obligations, assets or
securities of, or any other interest in, or make any capital contribution
to, any other Person.
SECTION 3.16. Capital Expenditures. The Issuer shall not make
any expenditure (by long-term or operating lease or otherwise) for capital
assets (either realty or personalty) other than the purchase of the Series
Certificate and related property pursuant to the Deposit and Administration
Agreement.
SECTION 3.17. Restricted Payments. The Issuer shall not,
directly or indirectly, (a) pay any dividend or make any distribution (by
reduction of capital or otherwise), whether in cash, property, securities
or a combination thereof, to the Owner Trustee or any owner of a beneficial
interest in the Issuer or otherwise with respect to any ownership or equity
interest or security in or of the Issuer, (b) redeem, purchase, retire, or
otherwise acquire for value any such ownership or equity interest or
security or (c) set aside or otherwise segregate any amounts for any such
purpose; provided that the Issuer may make, or cause to be made,
distributions to the Depositor, the Owner Trustee, the Administrator, the
Indenture Trustee, Chase USA and the Noteholders as permitted by, and to
the extent funds are available for such purpose under, the Basic Documents.
The Issuer will not, directly or indirectly, make payments to or
distributions from the Note Distribution Account except in accordance with
this Indenture and the other Basic Documents.
SECTION 3.18. Notice of Events of Default. The Issuer agrees
to give the Indenture Trustee and the Note Rating Agencies prompt (and in
any event within five Business Days) written notice of each Event of
Default, Master Trust Servicer Default and each default on the part of the
Depositor of its obligations under the Deposit and Administration
Agreement.
SECTION 3.19. Further Instruments and Acts. The Issuer will
execute and deliver such further instruments and do such further acts as
may be reasonably necessary or proper to carry out more effectively the
purpose of this Indenture.
SECTION 3.20. Removal of Administrator. So long as any Notes
are Outstanding, the Issuer shall not remove the Administrator without
cause unless the Rating Agency Condition shall have been satisfied in
connection with such removal.
ARTICLE IV
SATISFACTION AND DISCHARGE
SECTION 4.1. Satisfaction and Discharge of Indenture. This
Indenture shall cease to be of further effect with respect to the Notes
except as to (a) rights of registration of transfer and exchange, (b)
substitution of mutilated, destroyed, lost or stolen Notes, (c) rights of
Noteholders to receive payments of principal thereof and interest thereon,
(d) Sections 3.2, 3.3, 3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.15, 3.16 and
3.18, (e) the rights, obligations and immunities of the Indenture Trustee
hereunder (including the rights of the Indenture Trustee under Section 6.7
and the obligations of the Indenture Trustee under Section 4.2 and (f) the
rights of Noteholders as beneficiaries hereof with respect to the property
so deposited with the Indenture Trustee payable to all or any of them, and
the Indenture Trustee, on demand of and at the expense of the Issuer, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture with respect to the Notes, when,
(i) either:
(A) all Notes theretofore authenticated and delivered
(other than (1) the Notes that have been destroyed, lost or
stolen and that have been replaced or paid as provided in Section
2.5 and (2) the Notes for which payment money has theretofore
been deposited in trust or segregated and held in trust by the
Issuer and thereafter repaid to the Issuer or discharged from
such trust, as provided in Section 3.3) have been delivered to
the Indenture Trustee for cancellation;
(B) all Notes not theretofore delivered to the Indenture
Trustee for cancellation have become due and payable and the
Issuer has irrevocably deposited or caused to be irrevocably
deposited with the Indenture Trustee cash or direct obligations
of or obligations guaranteed by the United States of America
(which will mature prior to the date such amounts are payable),
in trust for such purpose, in an amount sufficient to pay and
discharge the entire unpaid principal and accrued interest on
such Notes not theretofore delivered to the Indenture Trustee for
cancellation when due on their respective Scheduled Payment
Dates, Note Maturity Date or Redemption Date (if the Notes shall
have been called for redemption pursuant to Section 10.1);
(ii) the Issuer has paid or caused to be paid all other sums
payable hereunder by the Issuer; and
(iii) the Issuer has delivered to the Indenture Trustee an
Officer's Certificate, an Opinion of Counsel and (if required by the
TIA or the Indenture Trustee) an Independent Certificate from a firm
of certified public accountants, each meeting the applicable
requirements of Section 11.1 and each stating that all conditions
precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with.
Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of Issuer to the Indenture Trustee under Section 6.7 and, if
money shall have been deposited with the Indenture Trustee pursuant to
subclause (B) of clause (1) of this Section, the obligations of Indenture
Trustee under Section 4.2 and the last paragraph of Section 3.3 shall
survive such satisfaction and discharge.
SECTION 4.2. Application of Trust Money. All moneys deposited
with the Indenture Trustee pursuant to Section 4.1(i)(B) shall be held in
trust and applied by it, in accordance with the provisions of the Notes and
this Indenture, to the payment, either directly or through any Paying
Agent, as the Indenture Trustee may determine, to the Holders of the
particular Notes for the payment or redemption of which such moneys have
been deposited with the Indenture Trustee, of all sums due and to become
due thereon for principal and interest; but such moneys need not be
segregated from other funds except to the extent required herein or in the
Deposit and Administration Agreement or required by law.
SECTION 4.3. Repayment of Moneys Held by Paying Agent. In
connection with the satisfaction and discharge of this Indenture with
respect to the Notes, all moneys then held by any Paying Agent other than
the Indenture Trustee under the provisions of this Indenture with respect
to such Notes shall, upon demand of the Issuer, be paid to the Indenture
Trustee to be held and applied according to Section 3.3 and thereupon such
Paying Agent shall be released from all further liability with respect to
such moneys.
ARTICLE V
REMEDIES
SECTION 5.1. Events of Default. "Event of Default", wherever
used herein, means any one of the following events (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or
be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative
or governmental body):
(a) the failure by the Issuer to pay the outstanding principal
amount of any Class of Notes in full on the Note Maturity Date;
(b) a failure by the Issuer to pay any interest on any of the
Notes on any Payment Date, and such failure shall continue for 65 Business
Days;
(c) an Insolvency Event occurs related to the Issuer;
(d) failure on the part of the Issuer duly to observe or perform
in any material respect any covenants or agreements of the Issuer set forth
herein, which failure has a material adverse effect on the Noteholders 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 Issuer by the Administrator on the Indenture
Trustee, or to the Issuer and the Indenture Trustee by the Holders of Notes
with Outstanding Balances aggregating not less than 50 % of the Outstanding
Balances of the Notes and continues to affect materially and adversely the
interests of the Noteholders for such period; and
(e) the Issuer is subject to regulation as an "investment
company" within the meaning of the Investment Company Act of 1940, as
amended.
SECTION 5.2. Acceleration of Maturity; Rescission and
Annulment. If an Event of Default shall occur and be continuing, then and
in every such case the Indenture Trustee or the Holders of the Notes
representing not less than a majority of the Outstanding Amount of the
Notes may declare all the Notes to be immediately due and payable, by a
notice in writing to the Issuer (and to the Indenture Trustee if given by
the Noteholders), and upon any such declaration the unpaid principal
amount of such Notes, together with accrued and unpaid interest thereon
through the date of acceleration, shall become immediately due and payable.
At any time after such declaration of acceleration of maturity
has been made and before a judgment or decree for payment of the money due
has been obtained by the Indenture Trustee as hereinafter in this Article
V; provided, the Holders of the Notes representing a majority of the
Outstanding Amount of the Notes, by written notice to the Issuer and the
Indenture Trustee, may rescind and annul such declaration and its
consequences; provided, that, no such rescission shall affect any
subsequent default or impair any right consequent thereto.
SECTION 5.3. Collection of Indebtedness and Suits for
Enforcement by the Indenture Trustee. (a) The Issuer covenants that if
(i) default is made in the payment of any interest on any Note when the
same becomes due and payable, and such default continues beyond the grace
period specified herein for such payment, or (ii) default is made in the
payment of the principal of any Note when the same becomes due and payable,
the Issuer will, upon demand of the Indenture Trustee, pay to it, for the
benefit of the Holders of the Notes, the whole amount then due and payable
on such Notes for principal and interest, with interest upon the overdue
principal, and, to the extent payment at such rate of interest shall be
legally enforceable, upon overdue installments of interest, at the rate
borne by the Notes.
(b) In case the Issuer shall fail forthwith to pay such amounts
upon such demand, the Indenture Trustee, in its own name and as trustee of
an express trust, may institute a proceeding for the collection of the sums
so due and unpaid, and may prosecute such proceeding to judgment or final
decree, and may enforce the same against the Issuer or other obligor upon
such Notes and collect in the manner provided by law out of the property of
the Issuer or other obligor upon such Notes, wherever situated, the moneys
adjudged or decreed to be payable.
(c) If an Event of Default occurs and is continuing, the
Indenture Trustee may, as more particularly provided in Section 5.4, in its
discretion, proceed to protect and enforce its rights and the rights of the
Noteholders, by such appropriate proceedings as the Indenture Trustee shall
deem most effective to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in
aid of the exercise of any power granted herein, or to enforce any other
proper remedy or legal or equitable right vested in the Indenture Trustee
by this Indenture or by law.
(d) In case there shall be pending, relative to the Issuer or
any other obligor upon the Notes or any Person having or claiming an
ownership interest in the Owner Trust Estate, proceedings under Title 11 of
the United States Code or any other applicable Federal or state bankruptcy,
insolvency or other similar law, or in case a receiver, assignee or trustee
in bankruptcy or reorganization, liquidator, sequestrator or similar
official shall have been appointed for or taken possession of the Issuer or
its property or such other obligor or Person, or in the case of any other
comparable judicial proceedings relative to the Issuer or other obligor
upon the Notes, or to the creditors or property of the Issuer or such other
obligor, the Indenture Trustee, irrespective of whether the principal of
any Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Indenture Trustee
shall have made any demand pursuant to the provisions of this Section,
shall be entitled and empowered, by intervention in such proceedings or
otherwise:
(i) to file and prove a claim or claims for the whole amount of
principal and interest owing and unpaid in respect of the Notes and to
file such other papers or documents as may be necessary or advisable
in order to have the claims of the Indenture Trustee (including any
claim for reasonable compensation to the Indenture Trustee and each
predecessor Indenture Trustee, and their respective agents, attorneys
and counsel, and for reimbursement of all expenses and liabilities
incurred, and all advances made, by the Indenture Trustee and each
predecessor Indenture Trustee, except as a result of negligence, bad
faith or willful misconduct) and of the Noteholders allowed in such
proceedings;
(ii) unless prohibited by applicable law and regulations, to vote
on behalf of the Holders of the Notes in any election of a trustee, a
standby trustee or person performing similar functions in any such
proceedings;
(iii) to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute all
amounts received with respect to the claims of the Noteholders and of
the Indenture Trustee on their behalf; and
(iv) to file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the
Indenture Trustee or the Holders of the Notes allowed in any judicial
proceedings relative to the Issuer, its creditors and its property;
and any trustee, receiver, liquidator, custodian or other similar official
in any such proceeding is hereby authorized by each of such Noteholders to
make payments to the Indenture Trustee, and, in the event that the
Indenture Trustee shall consent to the making of payments directly to such
Noteholders, to pay to the Indenture Trustee such amounts as shall be
sufficient to cover reasonable compensation to the Indenture Trustee, each
predecessor Indenture Trustee and their respective agents, attorneys and
counsel, and all other expenses and liabilities incurred, and all advances
made, by the Indenture Trustee and each predecessor Indenture Trustee
except as a result of negligence or willful misconduct.
(e) Nothing herein contained shall be deemed to authorize the
Indenture Trustee to authorize or consent to or vote for or accept or adopt
on behalf of any Noteholder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder
thereof or to authorize the Indenture Trustee to vote in respect of the
claim of any Noteholder in any such proceeding except, as aforesaid, to
vote for the election of a trustee in bankruptcy or similar person.
(f) All rights of action and of asserting claims under this
Indenture, or under any of the Notes, may be enforced by the Indenture
Trustee without the possession of any of the Notes or the production
thereof in any trial or other proceedings relative thereto, and any such
action or proceedings instituted by the Indenture Trustee shall be brought
in its own name as trustee of an express trust, and any recovery of
judgment, subject to the payment of the expenses, disbursements and
compensation of the Indenture Trustee, each predecessor Indenture Trustee
and their respective agents and attorneys, shall be for the ratable benefit
of the Holders of the Notes.
(g) In any proceedings brought by the Indenture Trustee (and
also any proceedings involving the interpretation of any provision of this
Indenture to which the Indenture Trustee shall be a party), the Indenture
Trustee shall be held to represent all the Holders of the Notes, and it
shall not be necessary to make any Noteholder a party to any such
proceedings.
SECTION 5.4. Remedies; Priorities. (a) If an Event of Default
shall have occurred and be continuing and the Notes have been accelerated
under Section 5.2, the Indenture Trustee may do one or more of the
following (subject to Section 5.5):
(i) institute proceedings in its own name and as trustee of an
express trust for the collection of all amounts then payable on the
Notes or under this Indenture with respect thereto, whether by
declaration or otherwise, enforce any judgment obtained, and collect
from the Issuer and any other obligor upon such Notes moneys adjudged
due;
(ii) institute proceedings from time to time for the complete or
partial foreclosure of this Indenture with respect to the Owner Trust
Estate;
(iii) exercise any remedies of a secured party under the
Relevant UCC and take any other appropriate action to protect and
enforce the rights and remedies of the Indenture Trustee and the
Holders of the Notes; and
(iv) sell the Owner Trust Estate or any portion thereof or rights
or interest therein, at one or more public or private sales called and
conducted in any manner permitted by law;
provided that the Indenture Trustee may not sell or otherwise liquidate the
Owner Trust Estate following an Event of Default, unless (A) the Holders of
100% of the Outstanding Amount of the Notes consent thereto, (B) the
proceeds of such sale or liquidation distributable to the Noteholders are
sufficient to discharge in full all amounts then due and unpaid upon such
Notes for principal and interest and the sum of the Class A Note Principal
Balance, Class B Note Principal Balance and Class C Note Principal Balance
Certificate Balance plus accrued interest thereon, or (C)(1) there has been
an Event of Default described in Section 5.1(a) or (b), (2) the Indenture
Trustee determines that the Owner Trust Estate will not continue to provide
sufficient funds for the payment of principal of and interest on the Notes
as they would have become due if the Notes had not been declared due and
payable, and (3) the Indenture Trustee obtains the consent of Holders of
66-2/3% of the Outstanding Amount of the Notes. In determining such
sufficiency or insufficiency with respect to clauses (B) and (C), the
Indenture Trustee may, but need not, obtain and rely upon an opinion of an
Independent investment banking or accounting firm of national reputation as
to the feasibility of such proposed action and as to the sufficiency of the
Owner Trust Estate for such purpose. In addition, the Indenture Trustee
may sell or otherwise liquidate the portion of the Owner Trust Estate
consisting of the Series Certificate only in accordance with and upon
satisfaction of the requirements of Section 16 of the Series Supplement.
(b) If the Indenture Trustee collects any money or property
pursuant to this Article V, it shall pay out such money or property held as
Collateral for the benefit of the Noteholders in the following order:
FIRST: to Holders of the Class A Notes for amounts due and
unpaid on the Class A Notes for interest and principal, ratably,
without preference or priority of any kind, according to the amounts
due and payable on the Class A Notes for interest and principal;
SECOND: to Holders of the Class B Notes for amounts due and
unpaid on the Class B Notes for interest and principal, ratably,
without preference or priority of any kind, according to the amounts
due and payable on the Class B Notes for interest and principal;
THIRD: to Holders of the Class C Notes for amounts due and
unpaid on the Class C Notes for interest and principal, ratably,
without preference or priority of any kind, according to the amounts
due and payable on the Class C Notes for interest and principal;
FOURTH: to the Issuer for payment of all liabilities of the
Issuer in accordance with the Basic Documents and applicable law; and.
FIFTH: to the Certificateholders.
The Indenture Trustee may, upon notification to the Issuer, fix a
record date and payment date for any payment to Noteholders pursuant to
this Section. At least fifteen (15) days before such record date, the
Indenture Trustee shall mail or send by facsimile to each Noteholder a
notice that states the record date, the payment date and the amount to be
paid.
SECTION 5.5. Optional Preservation of the Owner Trust Estate.
If the Notes have been declared to be due and payable under Section 5.2
following an Event of Default and such declaration and its consequences
have not been rescinded and annulled, the Indenture Trustee may, but need
not, elect to maintain possession of the Owner Trust Estate. It is the
desire of the parties hereto and the Noteholders that there be at all times
sufficient funds for the payment of principal of and interest on the Notes,
and the Indenture Trustee shall take such desire into account when
determining whether to maintain possession of the Owner Trust Estate. In
determining whether to maintain possession of the Owner Trust Estate, the
Indenture Trustee may, but need not, obtain and rely upon an opinion of an
Independent investment banking or accounting firm of national reputation as
to the feasibility of such proposed action and as to the sufficiency of the
Owner Trust Estate for such purpose.
SECTION 5.6. Limitation of Suits. No Holder of any Note shall
have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless:
(a) such Holder has previously given written notice to the
Indenture Trustee of a continuing Event of Default;
(b) the Holders of not less than 25% of the Outstanding Amount
of the Notes have made written request to the Indenture Trustee to
institute such proceeding in respect of such Event of Default in its own
name as the Indenture Trustee hereunder;
(c) such Holder or Holders have offered to the Indenture Trustee
indemnity reasonably satisfactory to it against the costs, expenses and
liabilities to be incurred in complying with such request;
(d) the Indenture Trustee for 60 days after its receipt of such
notice, request and offer of indemnity has failed to institute such
proceedings; and
(e) no direction inconsistent with such written request has been
given to the Indenture Trustee during such 60-day period by the Holders of
a majority of the Outstanding Amount of the Notes;
it being understood and intended that no one or more Holders of the Notes
shall have any right in any manner whatever by virtue of, or by availing
of, any provision of this Indenture to affect, disturb or prejudice the
rights of any other Holders of the Notes or to obtain or to seek to obtain
priority or preference over any other Holders or to enforce any right under
this Indenture, except in the manner herein provided.
In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Holders of
the Notes, each representing less than a majority of the Outstanding Amount
of the Notes, the Indenture Trustee in its sole discretion may determine
what action, if any, shall be taken, notwithstanding any other provisions
of this Indenture.
SECTION 5.7. Unconditional Rights of Noteholders To Receive
Principal and Interest. Notwithstanding any other provisions in this
Indenture, the Holder of any Note shall have the right, which is absolute
and unconditional, to receive payment of the principal of and interest, if
any, on such Note on or after the respective due dates thereof expressed in
such Note or in this Indenture (or, in the case of redemption, on or after
the Redemption Date) and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of such
Holder.
SECTION 5.8. Restoration of Rights and Remedies. If the
Indenture Trustee or any Noteholder has instituted any Proceeding to
enforce any right or remedy under this Indenture and such Proceeding has
been discontinued or abandoned for any reason or has been determined
adversely to the Indenture Trustee or to such Noteholder, then and in every
such case the Issuer, the Indenture Trustee and the Noteholders shall,
subject to any determination in such Proceeding, be restored severally and
respectively to their former positions hereunder, and thereafter all rights
and remedies of the Indenture Trustee and the Noteholders shall continue as
through no such proceeding had been instituted.
SECTION 5.9. Rights and Remedies Cumulative. No right or
remedy herein conferred upon or reserved to the Indenture Trustee or to the
Noteholders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate
right or remedy.
SECTION 5.10. Delay or Omission Not a Waiver. No delay or
omission of the Indenture Trustee or any Holder of any Note to exercise any
right or remedy accruing upon any Default or Event of Default shall impair
any such right or remedy or constitute a waiver of any such Default or
Event of Default or an acquiescence therein. Every right and remedy given
by this Article V or by law to the Indenture Trustee or to the Noteholders
may be exercised from time to time, and as often as may be deemed
expedient, by the Indenture Trustee or by the Noteholders, as the case may
be.
SECTION 5.11. Control by Noteholders. The Holders of a
majority of the Outstanding Amount of the Notes shall have the right to
direct the time, method and place of conducting any proceeding for any
remedy available to the Indenture Trustee with respect to the Notes or
exercising any trust or power conferred on the Indenture Trustee; provided
that
(a) such direction shall not be in conflict with any rule of law
or with this Indenture;
(b) subject to the express terms of Section 5.4, any direction
to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall
be by the Holders of the Notes representing not less than 100% of the
Outstanding Amount of the Notes;
(c) if the conditions set forth in Section 5.5 have been
satisfied and the Indenture Trustee elects to retain the Owner Trust Estate
pursuant to such Section, then any direction to the Indenture Trustee by
Holders of the Notes representing less than 100% of the Outstanding Amount
of the Notes to sell or liquidate the Owner Trust Estate shall be of no
force and effect;
(d) the Indenture Trustee may take any other action deemed
necessary by the Indenture Trustee that is not inconsistent with such
direction; and
(e) such direction shall be in writing;
provided, further, that, subject to Section 6.1, the Indenture Trustee need
not take any action that it determines might involve it in liability or
might materially adversely affect the rights of any Noteholders not
consenting to such action.
SECTION 5.12. Waiver of Past Defaults. Prior to the
declaration of the acceleration of the maturity of the Notes as provided in
Section 5.2, the Holders of the Notes of not less than a majority of the
Outstanding Amount of the Notes may, on behalf of all such Holders, waive
any past Default or Event of Default and its consequences except a Default
(a) in payment of principal of or interest on any of the Notes or (b) in
respect of a covenant or provision hereof which cannot be modified or
amended without the consent of the Holder of each Note. In the case of any
such waiver, the Issuer, the Indenture Trustee and the Holders of the Notes
shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereto.
Upon any such waiver, such Default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of
Default arising therefrom shall be deemed to have been cured and not to
have occurred, for every purpose of this Indenture; but no such waiver
shall extend to any subsequent or other Default or Event of Default or
impair any right consequent thereto. The Issuer shall give prompt written
notice of any waiver to the Note Rating Agencies.
SECTION 5.13. Undertaking for Costs. All parties to this
Indenture agree, and each Holder of any Note by such Holder's acceptance
thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Indenture Trustee for any
action taken, suffered or omitted by it as the Indenture Trustee, the
filing by any party litigant in such Proceeding of an undertaking to pay
the costs of such Proceeding, and that such court may in its discretion
assess reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant in such Proceeding, having due regard to the
merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to (a) any
suit instituted by the Indenture Trustee, (b) any suit instituted by any
Noteholder or group of Noteholders, in each case holding in the aggregate
more than 10% of the Outstanding Amount of the Notes, or (c) any suit
instituted by any Noteholder for the enforcement of the payment of
principal of or interest on any Note on or after the respective due dates
expressed in such Note and in this Indenture (or, in the case of
redemption, on or after the Redemption Date).
SECTION 5.14. Waiver of Stay or Extension Laws. The Issuer
covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead or in any manner whatsoever, claim or take
the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, that may affect the covenants or the
performance of this Indenture; and the Issuer (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any
such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Indenture Trustee, but will
suffer and permit the execution of every such power as though no such law
had been enacted.
SECTION 5.15. Action on Notes. The Indenture Trustee's right
to seek and recover judgment on the Notes or under this Indenture shall not
be affected by the seeking, obtaining or application of any other relief
under or with respect to this Indenture. Neither the lien of this
Indenture nor any rights or remedies of the Indenture Trustee or the
Noteholders shall be impaired by the recovery of any judgment by the
Indenture Trustee against the Issuer or by the levy of any execution under
such judgment upon any portion of the Owner Trust Estate or upon any of the
assets of the Issuer. Any money or property collected by the Indenture
Trustee shall be applied in accordance with Section 5.04(b).
SECTION 5.16. Performance and Enforcement of Certain
Obligations. (a) The Issuer agrees to take all such lawful action as is
necessary to compel or secure the performance and observance by the
Depositor and the Administrator, as applicable, of each of their respective
obligations to the Issuer under or in connection with the Deposit and
Administration Agreement in accordance with the terms thereof, and to
exercise any and all rights, remedies, powers and privileges lawfully
available to the Issuer under or in connection with the Deposit and
Administration Agreement, including the transmission of notices of default
on the part of the Depositor or the Administrator thereunder and the
institution of legal or administrative actions or proceedings to compel or
secure performance by the Depositor or the Administrator of each of their
respective obligations under the Deposit and Administration Agreement.
(b) If an Event of Default has occurred and is continuing, the
Indenture Trustee may, and, at the direction (which direction shall be in
writing (which may be via facsimile) of the Holders of 66-2/3% of the
Outstanding Amount of the Notes shall, foreclose upon its security interest
in the Issuer's rights under the Deposit and Administration Agreement and
exercise all rights, remedies, powers, privileges and claims of the Issuer
against the Depositor or the Administrator under or in connection with the
Deposit and Administration Agreement, including the right or power to take
any action to compel or secure performance or observance by the Depositor
or the Administrator of each of their respective obligations to the Issuer
thereunder and to give any consent, request, notice, direction, approval,
extension or waiver under the Deposit and Administration Agreement, and any
right of the Issuer to take such action shall be suspended.
ARTICLE VI
THE INDENTURE TRUSTEE
SECTION 6.1. Duties of the Indenture Trustee. (a) The
Indenture Trustee, both prior to and after the occurrence of an Event of
Default, shall undertake to perform such duties and only such duties as are
specifically set forth in this Indenture and the Deposit and Administration
Agreement. If an Event of Default actually known to the Indenture Trustee
has occurred and is continuing, the Indenture Trustee shall exercise the
rights and powers vested in it by this Indenture and the Deposit and
Administration Agreement and use the same degree of care and skill in their
exercise as a prudent person would exercise or use under the circumstances
in the conduct of such person's own affairs; provided, however, that if the
Indenture Trustee shall assume the duties of the Administrator pursuant to
Section 5.2 of the Deposit and Administration Agreement, the Indenture
Trustee in performing such duties shall use the degree of skill and
attention customarily exercised by an administrator with respect to a
similar trust estate that it administers for itself.
The Indenture Trustee, upon receipt of any resolutions,
certificates, statements, opinions, reports, documents, orders, or other
instruments furnished to the Indenture Trustee that shall be specifically
required to be furnished pursuant to any provision of this Indenture or the
Deposit and Administration Agreement, shall examine them to determine
whether they substantially conform to the requirements of this Indenture or
the Deposit and Administration Agreement; provided, however, that the
Indenture Trustee shall not be responsible for the accuracy or content of
any such resolution, certificate, statement, opinion, report, document,
order or other instrument furnished by the Administrator to the Indenture
Trustee pursuant to this Indenture or the Deposit and Administration
Agreement and the Indenture Trustee need not confirm or investigate the
accuracy of any mathematical calculations or other facts stated therein.
(b) No provision of this Indenture shall be construed to relieve
the Indenture Trustee from liability for its own negligent action, its own
negligent failure to act or its own bad faith or wilful misconduct;
provided, however, that:
(i) prior to the occurrence of an Event of Default, and after
the curing of all such Events of Default, the Indenture Trustee
undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and the Deposit and
Administration Agreement, and no implied covenants or obligations
shall be read into this Indenture or the Deposit and Administration
Agreement against the Indenture Trustee, and in the absence of bad
faith on its part or manifest error, the Indenture Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Indenture Trustee and conforming to the
requirements of this Indenture or the Deposit and Administration
Agreement;
(ii) The Indenture Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer unless it is
proved that the Indenture Trustee was negligent in ascertaining the
pertinent facts nor shall the Indenture Trustee be liable with respect
to any action it takes or omits to take in good faith in accordance
with this Indenture or in accordance with a direction received by it
pursuant to Section 5.11; and
(iii) the Indenture Trustee shall not be liable with respect
to any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Holders of a majority in
principal amount of the Notes or Certificates, determined as provided
in Sections 2.1, 2.4 and 5.12, relating to the time, method and place
of conducting any proceeding for any remedy available to the Indenture
Trustee, or exercising any trust or power conferred upon the Indenture
Trustee, under this Indenture with respect to the Notes or
Certificates of such series.
(c) The Indenture Trustee shall not be liable for interest on
any money received by it except as the Indenture Trustee may agree in
writing with the Issuer.
(d) Money held in trust by the Indenture Trustee need not be
segregated from other funds except to the extent required by law or the
terms of this Indenture or the Deposit and Administration Agreement.
(e) No provision of this Indenture shall require the Indenture
Trustee to expend or risk its own funds or otherwise incur financial
liability in the performance of any of its duties hereunder or in the
exercise of any of its rights or powers, if it shall have reasonable
grounds to believe that repayment of such funds or indemnity satisfactory
to it against such risk or liability is not assured to it, and none of the
provisions contained in this Indenture shall in any event require the
Indenture Trustee to perform, or be responsible for the manner of
performance of, any of the obligations of the Administrator (including its
obligations as custodian) under this Indenture except during such time, if
any, as the Indenture Trustee shall be the successor to, and be vested with
the rights, duties, powers and privileges of, the Administrator in
accordance with the terms of the Deposit and Administration Agreement.
(f) The Indenture Trustee shall not be charged with knowledge of
an Event of Default until such time as a Responsible Officer shall have
actual knowledge or have received written notice thereof.
(g) Except for actions expressly authorized by this Indenture
or, based upon an Opinion of Counsel, in the best interests of the
Noteholders, the Indenture Trustee shall take no action reasonably likely
to impair the security interests created or existing under any asset which
is part of the Collateral or to impair the value of any asset which is part
of the Collateral.
(h) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Indenture Trustee
shall be subject to the provisions of this Section and to the provisions of
the TIA.
SECTION 6.2. Rights of the Indenture Trustee. (a) The
Indenture Trustee may conclusively rely on any document (whether in its
original or facsimile form) believed by it to be genuine and to have been
signed or presented by the proper person. The Indenture Trustee need not
investigate any fact or matter stated in the document.
(b) Before the Indenture Trustee acts or refrains from acting,
it may require an Opinion of Counsel. The Indenture Trustee shall not be
liable for any action it takes, suffers or omits to take in good faith in
reliance on the Opinion of Counsel.
(c) The Indenture Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through agents or attorneys or a custodian or nominee, and the Indenture
Trustee shall not be responsible for any misconduct or negligence on the
part of, or for the supervision of, any such agent, attorney, custodian or
nominee appointed with due care by it hereunder. The Indenture Trustee
shall have no duty to monitor the performance of the Issuer.
(d) The Indenture Trustee shall not be personally liable for any
action it takes or omits to take in good faith which it believes to be
authorized or within its rights or powers; provided, that the Indenture
Trustee's conduct does not constitute willful misconduct, negligence or bad
faith.
(e) The Indenture Trustee may consult with counsel of its own
selection, and the written advice or opinion of counsel with respect to
legal matters relating to this Indenture and the Notes shall be full and
complete authorization and protection from liability in respect to any
action taken, omitted or suffered by it hereunder in good faith and in
accordance with the written advice or opinion of such counsel. A copy of
such written advice or Opinion of Counsel shall be provided to the
Depositor, the Administrator and the Note Rating Agencies.
(f) Prior to the occurrence of an Event of Default and after the
curing of all Events of Default that may have occurred, the Indenture
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, or other
paper or document, unless requested in writing to do so by Holders of the
Notes evidencing not less than 25% of the Outstanding Amount of the Notes;
provided, however, that if the payment within a reasonable time to the
Indenture Trustee of the costs, expenses, or liabilities likely to be
incurred by it in the making of such investigation shall be, in the opinion
of the Indenture Trustee, not reasonably assured to the Indenture Trustee
by the security afforded to it by the terms of this Indenture, the
Indenture Trustee may require reasonable indemnity satisfactory to it
against such cost, expense, or liability or payment of such expenses as a
condition precedent to so proceeding. If the Indenture Trustee shall
determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Issuer,
personally or by agent or attorney at the sole cost of the Issuer and shall
incur no liability or additional liability of any kind by reason of such
inquiry or investigation. Nothing in this clause (f) shall affect the
obligation of the Issuer or the Administrator to observe any applicable law
prohibiting disclosure of information regarding the obligors.
(g) The Indenture Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Indenture at the
request or direction of any of the Holders pursuant to this Indenture,
unless such Holders shall have offered to the Indenture Trustee security or
indemnity satisfactory to the Indenture Trustee against the costs, expenses
and liabilities which might be incurred by it in compliance with such
request or direction.
(h) The Indenture Trustee shall not be deemed to have notice of
any Default or Event of Default unless a Responsible Officer of the
Indenture Trustee has actual knowledge thereof or unless written notice of
any event which is in fact such a default is received by the Indenture
Trustee at the Corporate Trust Office of the Indenture Trustee, and such
notice references the Notes and Certificate and this Indenture.
(i) The rights, privileges, protections, immunities and benefits
given the Indenture Trustee, including, without limitation, its right to be
indemnified are extended to, and shall be enforceable by, the Indenture
Trustee in each of its capacities hereunder, and to each agent, custodian
and other Person employed to act hereunder.
SECTION 6.3. Individual Rights of the Indenture Trustee. The
Indenture Trustee in its individual or any other capacity may become the
owner or pledgee of the Notes and may otherwise deal with the Issuer or its
Affiliates with the same rights it would have if it were not the Indenture
Trustee; provided, however, that the Indenture Trustee shall take no such
action that shall cause it to no longer meet the requirements of Rule 3(a)-
7(a)(4)(i) under the Investment Company Act of 1940, as amended (the
"Investment Company Act"). Any Paying Agent, the Note Registrar, co-
registrar or co-paying agent may do the same with like rights. However,
the Indenture Trustee must comply with Sections 6.11 and 6.12.
SECTION 6.4. The Indenture Trustee's Disclaimer. The Indenture
Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Notes, shall not be
accountable for the Issuer's use of the proceeds from the Notes, and shall
not be responsible for any statement of the Issuer in the Indenture or in
any document issued in connection with the sale of the Notes or in the
Notes other than the Indenture Trustee's certificate of authentication.
SECTION 6.5. Notice of Defaults. If a Default occurs and is
continuing and if it is either actually known or written notice of the
existence thereof has been delivered to a Responsible Officer of the
Indenture Trustee, the Indenture Trustee shall mail to each Noteholder
notice of the Default within 90 days after such knowledge or notice occurs.
Except in the case of a Default in accordance with the provisions of
Section 313(c) of the TIA in payment of principal of or interest on any
Note (including payments pursuant to the mandatory redemption provisions of
such Note), the Indenture Trustee may withhold the notice if and so long as
a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interest of the Noteholders.
SECTION 6.6. Reports by the Indenture Trustee to Holders.
Within the prescribed period of time for tax reporting purposes after the
end of each calendar year during the term of this Indenture, the Indenture
Trustee shall deliver to each Noteholder such information as may be
reasonably required to enable such Holder to prepare its United States
federal, state and local income or franchise tax returns for such calendar
year.
SECTION 6.7. Compensation and Indemnity. The Issuer shall
cause the Administrator pursuant to the Deposit and Administration
Agreement to pay to the Indenture Trustee from time to time such
compensation as agreed upon from time to time for its services. The
Indenture Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Issuer shall cause the
Administrator pursuant to the Deposit and Administration Agreement to
reimburse the Indenture Trustee for all out-of-pocket expenses incurred or
made by it, including costs of collection, in addition to the compensation
for its services. Such expenses shall include the reasonable compensation
and expenses, disbursements and advances of the Indenture Trustee's agents,
counsel, accountants and experts. The Issuer shall cause the Administrator
pursuant to the Deposit and Administration Agreement to fully indemnify the
Indenture Trustee and any predecessor Indenture Trustee against any and all
loss, liability, claim, damage or expense (including the fees and expenses
of either in-house counsel or outside counsel, but not both) incurred by it
in connection with the acceptance and administration of this trust
including costs and expenses of defending itself against any claim (whether
asserted by the Issuer or any Holder or any other Person) or liability in
connection with the performance of its duties hereunder. The Indenture
Trustee shall notify the Issuer and the Administrator promptly of any claim
for which it may seek indemnity.
The Administrator's payment obligations to the Indenture Trustee
pursuant to this Section shall survive the discharge of this Indenture.
When the Indenture Trustee incurs expenses after the occurrence of a
Default specified in Section 5.1(d) with respect to the Issuer, the
expenses are intended to constitute expenses of administration under Title
11 of the United States Code or any other applicable federal or state
bankruptcy, insolvency or similar law.
Notwithstanding anything herein to the contrary, the Indenture
Trustee's right to enforce any of the Administrator's payment obligations
pursuant to this Section 6.7 shall be subject to the provisions of Section
11.16 and Section 11.17.
SECTION 6.8. Replacement of the Indenture Trustee. (a) The
Indenture Trustee may give notice of its intent to resign at any time by so
notifying the Issuer. The Holders of a majority in Outstanding Amount of
the Notes may remove the Indenture Trustee by so notifying the Indenture
Trustee and may appoint a successor Indenture Trustee. The Issuer shall
remove the Indenture Trustee if:
(i) the Indenture Trustee fails to comply with Section 6.11;
(ii) the Indenture Trustee is adjudged bankrupt or insolvent;
(iii) a receiver or other public officer takes charge of the
Indenture Trustee or its property; or
(iv) the Indenture Trustee otherwise becomes incapable of acting.
(b) If the Indenture Trustee gives notice of its intent to
resign or is removed or if a vacancy exists in the office of the Indenture
Trustee for any reason (the Indenture Trustee in such event being referred
to herein as the retiring Indenture Trustee), the Issuer shall promptly
appoint a successor Indenture Trustee.
(c) A successor Indenture Trustee shall deliver a written
acceptance of its appointment to the retiring Indenture Trustee and to the
Issuer and thereupon the resignation or removal of the Indenture Trustee
shall become effective, and the successor Indenture Trustee, without any
further act, deed or conveyance shall have all the rights, powers and
duties of the Indenture Trustee under this Indenture. The successor
Indenture Trustee shall mail a notice of its succession to Noteholders.
The retiring Indenture Trustee shall promptly transfer all property held by
it as the Indenture Trustee to the successor Indenture Trustee.
(d) If a successor Indenture Trustee does not take office within
60 days after the retiring Indenture Trustee gives notice of its intent to
resign or is removed, the retiring Indenture Trustee, the Issuer or the
Holders of a majority in Outstanding Amount of the Notes may petition at
the expense of the Issuer any court of competent jurisdiction for the
appointment of a successor Indenture Trustee.
(e) If the Indenture Trustee fails to comply with Section 6.11,
any Noteholder may petition any court of competent jurisdiction for the
removal of the Indenture Trustee and the appointment of a successor
Indenture Trustee.
(f) Any resignation or removal of the Indenture Trustee and
appointment of a successor Indenture Trustee pursuant to any of the
provisions of this Section shall not become effective until acceptance of
appointment by the successor Indenture Trustee pursuant to Section 6.8(c)
and payment of all fees and expenses owed to the outgoing Indenture
Trustee.
(g) Notwithstanding the resignation or removal of the Indenture
Trustee pursuant to this Section, the Issuer's and the Administrator's
obligations under Section 6.7 shall continue for the benefit of the
retiring Indenture Trustee. The Indenture Trustee shall not be liable for
the acts or omissions of any successor Indenture Trustee.
SECTION 6.9. Successor Indenture Trustee by Merger. If the
Indenture Trustee consolidates with, merges or converts into, or transfers
all or substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation without any further act shall be the successor Indenture
Trustee. The Indenture Trustee shall provide the Issuer and the Note
Rating Agencies prior written notice of any such transaction.
In case at the time such successor or successors by merger,
conversion or consolidation to the Indenture Trustee shall succeed to the
trusts created by this Indenture any of the Notes shall have been
authenticated but not delivered, any such successor to the Indenture
Trustee may adopt the certificate of authentication of any predecessor
Indenture Trustee, and deliver such Notes so authenticated; and in case at
that time any of the Notes shall not have been authenticated, any successor
Indenture Trustee may authenticate such Notes either in the name of any
predecessor Indenture Trustee hereunder or in the name of the successor
Indenture Trustee; and in all such cases such certificate of authentication
shall have the same full force as is provided anywhere in the Notes or in
this Indenture with respect to the certificate of authentication of the
Indenture Trustee.
SECTION 6.10. Appointment of Co-Indenture Trustee or Separate
Indenture Trustee. (a) Notwithstanding any other provisions of this
Indenture, at any time, for the purpose of meeting any legal requirement of
any jurisdiction in which any part of the Issuer may at the time be
located, the Indenture Trustee shall have the power and may execute and
deliver all instruments to appoint one or more Persons to act as a co-
trustee or co-trustees, or separate trustee or separate trustees, of all or
any part of the Issuer, and to vest in such Person or Persons, in such
capacity and for the benefit of the Noteholders, such title to the Issuer,
or any part hereof, and, subject to the other provisions of this Section,
such power, duties, obligations, rights and trusts as the Indenture Trustee
may consider necessary or desirable. The Administrator will pay all
reasonable fees and expenses of any co-trustee or co-trustees or separate
trustee or separate trustees. The appointment of any separate trustee or
co-trustee shall not absolve the Indenture Trustee of its obligations under
this Indenture. No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as an Indenture Trustee under
Section 6.11, and no notice to the Noteholders of the appointment of any
co-trustee or separate trustee shall be required under Section 6.8.
(b) Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions
and conditions:
(i) all rights, powers, duties and obligations conferred or
imposed upon the Indenture Trustee shall be conferred or imposed upon
and exercised or performed by the Indenture Trustee and such separate
trustee or co-trustee jointly (it being understood that such separate
trustee or co-trustee is not authorized to act separately without the
Indenture Trustee joining in such act), except to the extent that
under any law of any jurisdiction in which any particular act or acts
are to be performed the Indenture Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights,
powers, duties and obligations (including the holding of title to the
Issuer or the Owner Trust Estate or any portion thereof in any such
jurisdiction) shall be exercised and performed singly by such separate
trustee or co-trustee, but solely at the direction of the Indenture
Trustee;
(ii) no trustee hereunder shall be personally liable by reason of
any act or omission of any other trustee hereunder, including acts or
omissions of predecessor or successor trustees; and
(iii) the Indenture Trustee may at any time accept the
resignation of or remove any separate trustee or co-trustee.
(c) Any notice, request or other writing given to the Indenture
Trustee shall be deemed to have been given to each of the then separate
trustees and co-trustees, as effectively as if given to each of them.
Every instrument appointing any separate trustee or co-trustee shall refer
to this Indenture and the conditions of this Article VI. Each separate
trustee and co-trustee, upon its acceptance of the trusts conferred, shall
be vested with the estates or property specified in its instrument of
appointment, either jointly with the Indenture Trustee or separately, as
may be provided therein, subject to all the provisions of this Indenture,
specifically including every provision of this Indenture relating to the
conduct of, affecting the liability of, or affording protection to, the
Indenture Trustee. Every such instrument shall be filed with the Indenture
Trustee (with a copy given to the Issuer).
(d) Any separate trustee or co-trustee may at any time
constitute the Indenture Trustee its agent or attorney-in-fact with full
power and authority, to the extent not prohibited by law, to do any lawful
act under or in respect of this Indenture on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of
acting, resign or be removed, all of its estates, properties, rights,
remedies and trusts shall vest in and be exercised by the Indenture
Trustee, to the extent permitted by law, without the appointment of a new
or successor trustee.
SECTION 6.11. Eligibility; Disqualification. The Indenture
Trustee shall at all times satisfy the requirements of TIA section310(a).
The Indenture Trustee shall at all times meet the requirements of Rule
3(a)-7(a)(4)(i) under the Investment Company Act and shall not provide
credit or credit enhancement to the Issuer. The Indenture Trustee shall
have a combined capital and surplus of at least $150,000,000 as of the last
day of the most recent fiscal quarter for such institution and shall be
subject to examination or supervision by federal or state authorities. The
Indenture Trustee shall not be an Affiliate of the Issuer, the Transferor,
the Administrator or the Servicer. The long-term unsecured debt of the
Indenture Trustee shall at all times be rated not lower than "BBB-" by
Standard & Poor's and Fitch (if rated by Fitch) and "Baa3" by Moody's or
such other ratings as are acceptable to the Note Rating Agencies. The
Indenture Trustee shall comply with TIA section310(b), including the
optional provision permitted by the second sentence of TIA
section310(b)(9); provided that there shall be excluded from the operation
of TIA section310(b)(1) any indenture or indentures under which other
securities of the Issuer are outstanding if the requirements for such
exclusion set forth in the TIA section310(b)(1) are met.
SECTION 6.12. Preferential Collection of Claims Against the
Issuer. The Indenture Trustee shall comply with TIA section311(a),
excluding any creditor relationship listed in TIA section311(b). An
Indenture Trustee who has resigned or been removed shall be subject to TIA
section311(a) to the extent indicated therein.
ARTICLE VII
NOTEHOLDERS' LISTS AND REPORTS
SECTION 7.1. The Issuer To Furnish the Indenture Trustee Names
and Addresses of the Noteholders. The Issuer will furnish or cause to be
furnished to the Indenture Trustee (a) not more than five days after each
Record Date, a list, in such form as the Indenture Trustee may reasonably
require, of the names and addresses of the Holders as of such Record Date
and (b) at such other times as the Indenture Trustee may request in
writing, within 14 days after receipt by the Issuer of any such request, a
list of similar form and content as of a date not more than 10 days prior
to the time such list is furnished, provided that so long as the Indenture
Trustee is the Note Registrar, no such list shall be required to be
furnished.
SECTION 7.2. Preservation of Information; Communications to the
Noteholders. (a) The Indenture Trustee shall preserve, in as current a
form as is reasonably practicable, the names and addresses of the Holders
of Notes contained in the most recent list furnished to the Indenture
Trustee as provided in Section 7.1 and the names and addresses of the
Holders of Notes received by the Indenture Trustee in its capacity as the
Note Registrar. The Indenture Trustee may destroy any list furnished to it
as provided in such Section 7.1 upon receipt of a new list so furnished.
(b) The Noteholders may communicate pursuant to
TIA section312(b) with other Noteholders with respect to their rights under
this Indenture or under the Notes. Upon the issuance of Definitive Notes,
three or more holders of the Notes (each of whom has owned a Note for at
least six months) may, by written request to the Indenture Trustee pursuant
to the terms of the Indenture, obtain access to the list of all Noteholders
maintained by the Indenture Trustee for the purpose of communicating with
other Noteholders with respect to their rights under the Indenture or the
Notes. The Indenture Trustee may elect not to afford the requesting
Noteholders access to the list of such Noteholders if it agrees to mail the
desired communication or proxy, on behalf and at the expense of the
requesting Noteholders, to all Noteholders of record.
(c) The Issuer, the Indenture Trustee and the Note Registrar
shall have the protection of TIA section312(c).
SECTION 7.3. Reports by the Administrator. On or prior to each
Transfer Date, the Administrator will provide to the Indenture Trustee for
the Indenture Trustee to forward to each Noteholder of record, and to the
Owner Trustee, a statement setting forth (to the extent applicable) the
following information as to the Notes with respect to the related Payment
Date or the period since the previous Payment Date, as applicable:
(i) the amount of the distribution allocable to principal of the
Notes;
(ii) the amount of the distribution allocable to interest on or
with respect to the Notes;
(iii) the aggregate outstanding principal balance of the
Notes after giving effect to all payments reported under clause (i)
above on such date; and
(iv) the amount on deposit in a Owner Trust Spread Account, if
any, on such Payment Date, after giving effect to all transfers and
withdrawals therefrom and all transfers and deposits thereto on such
Payment Date, and the amount required to be on deposit in the Owner
Trust Spread Account on such date.
Each amount set forth pursuant to clauses (i) and (ii) above will
be expressed as a dollar amount per $1,000 of the initial principal balance
of the Notes.
SECTION 7.4. Reports by the Issuer. (a) The Issuer shall:
(i) file with the Indenture Trustee within 15 days after the
Issuer is required to file the same with the Commission, copies of the
annual reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the Commission may
from time to time by rules and regulations prescribe) which the Issuer
may be required to file with the Commission pursuant to Section 13 or
15(d) of the Exchange Act;
(ii) file with the Indenture Trustee and the Commission in
accordance with rules and regulations prescribed from time to time by
the Commission such additional information, documents and reports with
respect to compliance by the Issuer with the conditions and covenants
of this Indenture as may be required from time to time by such rules
and regulations; and
(iii) supply to the Indenture Trustee (and the Indenture
Trustee shall transmit by mail to all Noteholders described in TIA
section313(c)) such summaries of any information, documents and
reports required to be filed by the Issuer pursuant to clauses (i) and
(ii) of this Section 7.4(a) as may be required by rules and
regulations prescribed from time to time by the Commission.
(b) Unless the Issuer otherwise determines, the fiscal year of
the Issuer shall end on December 31 of each year.
SECTION 7.5. Reports by the Indenture Trustee. Within 60 days
after each July 15, beginning with July 15, 2000 the Indenture Trustee
shall mail to each Noteholder as required by TIA section 313(c) a brief
report dated as of such date that complies with TIA section 313(a). The
Indenture Trustee also shall comply with TIA section 313(b). A copy of
each report at the time of its mailing to Noteholders shall be filed by the
Indenture Trustee with the Commission and each stock exchange, if any, on
which the Notes are listed. The Issuer shall notify the Indenture Trustee
if and when the Notes are listed on any stock exchange or delisted
therefrom. On each Payment Date, the Indenture Trustee shall include with
each payment to each Noteholder a copy of the statement for the related
Monthly Period provided to the Indenture Trustee pursuant to subsection
4.1(d) of the Deposit and Administration Agreement.
ARTICLE VIII
ACCOUNTS, DISBURSEMENTS AND RELEASES
SECTION 8.1. Collection of Money. Except as otherwise provided
herein, the Indenture Trustee may demand payment or delivery of, and shall
receive and collect, directly and without intervention or assistance of any
fiscal agent or other intermediary, all money and other property payable to
or receivable by the Indenture Trustee pursuant to this Indenture. The
Indenture Trustee shall apply all such money received by it as provided in
this Indenture and the Deposit and Administration Agreement. Except as
otherwise provided in this Indenture, if any default occurs in the making
of any payment or performance under any agreement or instrument that is
part of the Owner Trust Estate, the Indenture Trustee may take such action
as may be appropriate to enforce such payment or performance, including the
institution and prosecution of appropriate proceedings. Any such action
shall be without prejudice to any right to claim a Default or Event of
Default under this Indenture and any right to proceed thereafter as
provided in Article V.
SECTION 8.2. Owner Trust Accounts. On or prior to the Closing
Date, the Issuer shall cause the Administrator to establish and maintain,
in the name of the Indenture Trustee, for the benefit of the Noteholders
the Note Distribution Account and, for the benefit of the Class C
Noteholders and, to the extent expressly provided herein, the
Certificateholder, the Owner Trust Spread Account.
The Indenture Trustee shall establish and maintain, in the name
of the Indenture Trustee, for the benefit of the Noteholders, an Eligible
Deposit Account (the "Note Distribution Account"), bearing a designation
clearly indicating that the funds deposited therein are held for the
benefit of the Noteholders. The Indenture Trustee shall establish and
maintain, in the name of the Indenture Trustee, for the benefit of the
Class C Noteholders (and, to the extent expressly provided herein, the
Certificateholders), an Eligible Deposit Account (the "Owner Trust Spread
Account", and together with the Note Distribution Account, the "Owner Trust
Accounts"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Class C Noteholders and
the Certificateholder. The Indenture Trustee shall possess all right,
title and interest in all funds on deposit from time to time in the Owner
Trust Accounts and in all proceeds thereof. The Note Distribution Account
shall be under the sole dominion and control of the Trustee for the benefit
of the Noteholders. The Owner Trust Spread Account shall be under the sole
dominion and control of the Trustee for the benefit of the Class C
Noteholders (and, to the extent expressly provided herein, the
Certificateholder). If, at any time, any Owner Trust Account ceases to be
an Eligible Deposit Account, the Administrator shall notify the Indenture
Trustee, and the Indenture Trustee upon being notified (or the
Administrator on its behalf) shall, within 10 Business Days, establish a
new Owner Trust Account which meets the conditions specified in the
definition of Eligible Deposit Account, and shall transfer any cash or any
investments to such new Owner Trust Account. The Indenture Trustee, at the
direction of the Administrator, shall make withdrawals from the Owner Trust
Accounts from time to time, in the amounts and for the purposes set forth
in this Indenture.
On the Closing Date, the Issuer shall deposit in the Owner Trust
Spread Account the amount received from the Depositor pursuant to
subsection 2.1(a) of the Deposit and Administration Agreement. Funds on
deposit in the Owner Trust Spread Account shall be invested at the
direction of the Administrator by the Indenture Trustee in Permitted
Investments. On each Transfer Date, after all deposits to and withdrawals
from the Owner Trust Spread Account, such amounts shall be invested in
Permitted Investments maturing on the next succeeding Transfer Date, or on
the Closing Date in Permitted Investments maturing on the first Transfer
Date. On each Transfer Date, the Indenture Trustee, acting at the
Administrator's request, shall transfer the Investment Earnings from the
Owner Trust Spread Account to the Note Distribution Account to be applied
to pay the Class C Note Interest Requirement on the related Payment Date
pursuant to subsection 2.7(b). The Indenture Trustee shall maintain for
the benefit of the Noteholders and the Series Certificateholder possession
of the negotiable instruments or securities, if any, evidencing such
Permitted Investments. No Permitted Investment shall be disposed of prior
to its maturity.
The Required Owner Trust Account Amount shall be adjusted on each
Transfer Date until the amount required is on deposit in the Owner Trust
Spread Account; provided, however, that the Required Owner Trust Spread
Account Amount shall not be adjusted downward until at least three months
have elapsed since the first month for which an increase was required. To
the extent so instructed by the Administrator on any Transfer Date, the
Indenture Trustee shall, if the amount on deposit in the Owner Trust Spread
Account is greater than the Required Owner Trust Spread Account Amount for
such Transfer Date, pay the amount of such excess to the
Certificateholders.
SECTION 8.3. [Reserved]
SECTION 8.4. General Provisions Regarding Accounts. (a) So
long as the Notes have not been accelerated pursuant to Section 5.2, all or
a portion of the funds in the Owner Trust Spread Account shall be invested
in Permitted Investments and reinvested by the Indenture Trustee upon
Issuer Order (which Issuer Order may be upon direction of the
Administrator). All income or other gain (net of losses and investment
expenses) from investments of moneys deposited in the Owner Trust Spread
Account shall be applied, as directed by the Administrator by an Issuer
Order, (a) to the extent available, to pay the Class C Note Interest
Requirement and (b) to the extent of any remaining investment proceeds, to
increase the amount on deposit on the Owner Trust Spread Account. Such
Issuer Order shall not direct the Indenture Trustee to make any investment
of any funds or to sell any investment held in the Owner Trust Spread
Account unless the security interest granted and perfected in such account
will continue to be perfected in such investment or the proceeds of such
sale, and, in connection with any direction to the Indenture Trustee to
make any such investment or sale, if requested by the Indenture Trustee,
the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel,
acceptable to the Indenture Trustee, to such effect.
(b) Subject to Section 6.1(c), the Indenture Trustee shall not
in any way be held liable by reason of any insufficiency in the Owner Trust
Spread Account resulting from any loss on any Permitted Investment included
therein except for losses attributable to the Indenture Trustee's failure
to make payments on such Permitted Investments issued by the Indenture
Trustee, in its commercial capacity as principal obligor and not as
trustee, in accordance with their terms.
(c) If (i) the Administrator shall have failed to give
investment directions for any funds on deposit in the Owner Trust Spread
Account to the Indenture Trustee by 11:00 a.m. New York City time (or such
other time as may be agreed by the Administrator and the Indenture Trustee)
on any Business Day, or (ii) a Default or Event of Default shall have
occurred and be continuing with respect to the Notes but the Notes shall
not have been declared due and payable pursuant to Section 5.2, or, if such
Notes shall have been declared due and payable following an Event of
Default, amounts collected or receivable from the Owner Trust Estate are
being applied in accordance with Section 5.5 as if there had not been such
a declaration, then the Indenture Trustee shall, to the fullest extent
practicable, invest and reinvest funds in the Owner Trust Spread Account in
one or more Permitted Investments. The Indenture Trustee shall not be
liable for losses in respect of such investments in Permitted Investments
that comply with the requirements of the Basic Documents except for losses
attributable to the Indenture Trustee's failure to make payments on such
Permitted Investments issued by the Indenture Trustee, in its commercial
capacity as principal obligor and not as trustee, in accordance with their
terms.
SECTION 8.5. Release of Owner Trust Estate. (a) The
Indenture Trustee shall, when required by the provisions of this Indenture
shall, execute instruments to release property from the lien of this
Indenture, or convey the Indenture Trustee's interest in the same, in a
manner and under circumstances that are not inconsistent with the
provisions of this Indenture. No party relying upon an instrument executed
by the Indenture Trustee as provided in this Article VIII shall be bound to
ascertain the Indenture Trustee's authority, inquire into the satisfaction
of any conditions precedent or see to the application of any moneys.
(b) The Indenture Trustee shall, at such time as there are no
Notes Outstanding, release any remaining portion of the Owner Trust Estate
that secured the Notes from the lien of this Indenture and release to the
Issuer or any other Person entitled thereto any funds then on deposit in
the Note Distribution Account. The Indenture Trustee shall release
property from the lien of this Indenture pursuant to this Section 8.5(b)
only upon receipt of an Issuer Request accompanied by an Officer's
Certificate, an Opinion of Counsel and (if required by the TIA) Independent
Certificates in accordance with TIA sections 314(c) and 314(d)(1) meeting
the applicable requirements of Section 11.1.
SECTION 8.6. Opinion of Counsel. The Indenture Trustee shall
receive at least seven days' notice when requested by the Issuer to take
any action pursuant to Section 8.5(a), accompanied by copies of any
instruments involved, and the Indenture Trustee may also require as a
condition of such action, an Opinion of Counsel, in form and substance
satisfactory to the Indenture Trustee, stating the legal effect of any such
action, outlining the steps required to complete the same, and concluding
that all such action will not materially and adversely impair the security
for the Notes or the rights of the Noteholders; provided, however that such
Opinion of Counsel shall not be required to express an opinion as to the
fair value of the Owner Trust Estate. Counsel rendering any such opinion
may rely, without independent investigation, on the accuracy and validity
of any certificate or other instrument delivered to the Indenture Trustee
in connection with any such action.
ARTICLE IX
SUPPLEMENTAL INDENTURES
SECTION 9.1. Supplemental Indentures Without Consent of
Noteholders. Without the consent of the Holders of any Notes but with
prior notice to the Note Rating Agencies by the Issuer, when authorized by
an Issuer Request, the Issuer and the Indenture Trustee at any time and
from time to time, may enter into one or more indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act as
in force at the date of the execution thereof), in form satisfactory to the
Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any
time subject to the lien of this Indenture, or better to assure,
convey and confirm unto the Indenture Trustee any property subject or
required to be subjected to the lien of this Indenture, or to subject
to the lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the
applicable provisions hereof, of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer herein
and in the Notes contained;
(iii) to add to the covenants of the Issuer, for the benefit
of the Holders of the Notes, or to surrender any right or power herein
conferred upon the Issuer;
(iv) to convey, transfer, assign, mortgage or pledge any property
to or with the Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any
provision herein or in any supplemental indenture which may be
inconsistent with any other provision herein or in any supplemental
indenture or to make any other provisions with respect to matters or
questions arising under this Indenture or in any supplemental
indenture; provided that such action shall not materially and
adversely affect the interests of the Holders of the Notes;
(vi) to evidence and provide for the acceptance of the
appointment hereunder by a successor trustee with respect to the Notes
and to add to or change any of the provisions of this Indenture as
shall be necessary to facilitate the administration of the trusts
hereunder by more than one trustee, pursuant to the requirements of
Article VI;
(vii) to modify, eliminate or add to the provisions of this
Indenture to such extent as shall be necessary to effect the
qualification of this Indenture under the TIA or under any similar
federal statute hereafter enacted and to add to this Indenture such
other provisions as may be expressly required by the TIA; or
(viii) cause either (x) the Issuer or the Master Trust to be
classified as an association or a publicly traded partnership taxable
as a corporation for United States federal income tax purposes or (y)
a taxable event that could cause the beneficial owner of any
Outstanding Amount of Notes to recognize gain or loss for such
purposes.
The Indenture Trustee is hereby authorized to join in the
execution of any such supplemental indenture and to make any further
appropriate agreements and stipulations that may be therein contained.
SECTION 9.2. Supplemental Indentures with Consent of the
Noteholders. The Issuer and the Indenture Trustee, when authorized by the
Issuer, also may, with prior notice to the Note Rating Agencies and with
the consent of the Holders of a majority of the Outstanding Amount of the
Notes, by Act of such Holders delivered to the Issuer and the Indenture
Trustee, enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Indenture or of modifying in any
manner the rights of the Holders of the Notes under this Indenture;
provided that no such supplemental indenture shall, without the consent of
the Holder of each Outstanding Note affected thereby:
(i) change the date of payment of any installment of principal
of or interest on any Note, or reduce the principal amount thereof,
the Note Rate thereon or the Redemption Price with respect thereto,
change the provision of this Indenture relating to the application of
collections on, or the proceeds of the sale of, the Owner Trust Estate
to payment of principal of or interest on the Notes, or change any
place of payment where, or the coin or currency in which, any Note or
the interest thereon is payable, or impair the right to institute suit
for the enforcement of the provisions of this Indenture requiring the
application of funds available therefor, as provided in Article V, to
the payment of any such amount due on the Notes on or after the
respective due dates thereof (or, in the case of redemption, on or
after the Redemption Date);
(ii) reduce the percentage of the Outstanding Amount of the
Notes, the consent of the Holders of which is required for any such
supplemental indenture, or the consent of the Holders of which is
required for any waiver of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences
provided for in this Indenture;
(iii) modify or alter the provisions of the proviso to the
definition of the term "Outstanding";
(iv) reduce the percentage of the Outstanding Amount of the Notes
required to direct the Indenture Trustee to sell or liquidate the
Owner Trust Estate pursuant to Section 5.4;
(v) modify any provision of this Section except to increase any
percentage specified herein or to provide that certain additional
provisions of this Indenture or any of the other Basic Documents
cannot be modified or waived without the consent of the Holder of each
Outstanding Note affected thereby;
(vi) modify any of the provisions of this Indenture in such
manner as to affect the calculation of the amount of any payment of
interest or principal due on any Note on any Payment Date (including
the calculation of any of the individual components of such
calculation) or to affect the rights of the Holders of the Notes to
the benefit of any provisions for the mandatory redemption of the
Notes contained herein; or
(vii) permit the creation of any Lien ranking prior to or on
a parity with the lien of this Indenture with respect to any part of
the Owner Trust Estate or, except as otherwise permitted or
contemplated herein, terminate the lien of this Indenture on any
property at any time subject hereto or deprive the Holder of any Note
of the security provided by the lien of this Indenture.
The Indenture Trustee may determine whether any Notes would be
affected by any supplemental indenture and any such determination shall be
conclusive upon the Holders of all Notes, whether theretofore or thereafter
authenticated and delivered hereunder. The Indenture Trustee shall not be
liable for any such determination made in good faith.
It shall not be necessary for any Noteholders under this Section
to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Noteholders shall approve the substance
thereof.
Promptly after the execution by the Issuer and the Indenture
Trustee of any supplemental indenture pursuant to this Section, the
Indenture Trustee shall mail to the Holders of the Notes to which such
amendment or supplemental indenture relates a notice setting forth in
general terms the substance of such supplemental indenture. Any failure of
the Indenture Trustee to mail such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such
supplemental indenture.
SECTION 9.3. Effect of Supplemental Indenture. Upon the
execution of any supplemental indenture pursuant to the provisions hereof,
this Indenture shall be and be deemed to be modified and amended in
accordance therewith with respect to the Notes affected thereby, and the
respective rights, limitations of rights, obligations, duties, liabilities
and immunities under this Indenture of the Indenture Trustee, the Issuer
and the Holders of the Notes shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of
this Indenture and the Notes affected thereby for any and all purposes.
SECTION 9.4. Conformity with Trust Indenture Act. Every
amendment of this Indenture and every supplemental indenture executed
pursuant to this Article IX shall comply in all respects with the TIA.
SECTION 9.5. Reference in Notes to Supplemental Indentures.
Notes authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article IX may, and if required by the Indenture
Trustee shall, bear a notation in form approved by the Indenture Trustee as
to any matter provided for in such supplemental indenture. If the Issuer
or the Indenture Trustee shall so require, new Notes so modified as to
conform, in the opinion of the Indenture Trustee and the Issuer, to any
such supplemental indenture may be prepared and executed by the Issuer and
authenticated and delivered by the Indenture Trustee in exchange for
Outstanding Notes.
SECTION 9.6. Execution of Supplemental Indentures. In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article IX or the modifications thereby of the
trusts created by this Indenture, the Indenture Trustee shall be entitled
to receive, and (subject to Section 6.1) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The
Indenture Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Indenture Trustee's own rights,
duties or immunities under this Indenture or otherwise.
ARTICLE X
REDEMPTION OF NOTES
SECTION 10.1. Redemption. The Notes are subject to redemption
in whole, but not in part, at the direction of the Depositor, on any date
on which the Series Certificate is retransferred to the Transferor pursuant
to Section 4 of the Series Supplement. The Issuer shall furnish each Note
Rating Agency notice of such redemption. If the Notes are to be redeemed
pursuant to this Section 10.01, the Issuer shall furnish notice of such
redemption to the Indenture Trustee no later than fifteen (15) Business
Days prior to the Redemption Date, and the Issuer shall, on the related
Transfer Date, deposit with the Indenture Trustee in the Note Distribution
Account the Redemption Price of the Notes to be redeemed whereupon all such
Notes shall be due and payable on the Redemption Date upon the furnishing
of a notice complying with Section 10.02 to each Holder of the Notes.
SECTION 10.2. Form of Redemption Notice. Notice of redemption
under Section 10.1 shall be given by the Indenture Trustee by facsimile or
by first-class mail, postage prepaid, transmitted or mailed prior to the
applicable Redemption Date to each Holder of the Notes, as of the close of
business on the Record Date preceding the applicable Redemption Date, at
such Holder's address appearing in the Note Register.
All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price;
(iii) that the Record Date otherwise applicable to such
Payment Date is not applicable and that payments shall be made only
upon presentation and surrender of such Notes and the place where such
Notes are to be surrendered for payment of the Redemption Price (which
shall be the office or agency to be maintained as provided in Section
3.2);
(iv) that interest on the Notes shall cease to accrue on the
Redemption Date; and
(v) the applicable CUSIP numbers for such Notes.
Notice of redemption of the Notes shall be given by the Indenture
Trustee in the name and at the expense of the Issuer. Failure to give
notice of redemption, or any defect therein, to any Holder of any Notes
shall not impair or affect the validity of the redemption of any other
Note.
SECTION 10.3. Notes Payable on Redemption Date. The Notes to
be redeemed shall, following notice of redemption as required by Section
10.2, on the Redemption Date become due and payable at the Redemption Price
and (unless the Issuer shall default in the payment of the Redemption
Price) no interest shall accrue on the Redemption Price for any period
after the date to which accrued interest is calculated for purposes of
calculating the Redemption Price.
ARTICLE XI
MISCELLANEOUS
SECTION 11.1. Compliance Certificates and Opinions, etc.
(a) Upon any application or request by the Issuer to the Indenture Trustee
to take any action under any provision of this Indenture, the Issuer shall
furnish to the Indenture Trustee: (i) an Officer's Certificate stating
that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with, (ii) an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, and (iii) (if required by the
TIA) an Independent Certificate from a firm of certified public accountants
or other experts meeting the applicable requirements of this Section,
except that, in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of
this Indenture, no additional certificate or opinion need be furnished.
Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:
(i) a statement that each signatory of such certificate or
opinion has read or has caused to be read such covenant or condition
and the definitions herein relating thereto;
(ii) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;
(iii) a statement that, in the opinion of each such
signatory, such signatory has made such examination or investigation
as is necessary to enable such signatory to express an informed
opinion as to whether such covenant or condition has been complied
with; and
(iv) a statement as to whether, in the opinion of each such
signatory such condition or covenant has been complied with.
(b) (i) Prior to the deposit of any Collateral or other
property or securities with the Indenture Trustee that is to be made the
basis for the release of any property or securities subject to the lien of
this Indenture, the Issuer shall, in addition to any obligation imposed in
Section 11.1(a) or elsewhere in this Indenture, furnish to the Indenture
Trustee an Officer's Certificate certifying or stating the opinion of each
person signing such certificate as to the fair value (within 90 days of
such deposit) to the Issuer of the Collateral or other property or
securities to be so deposited.
(ii) Whenever the Issuer is required to furnish to the Indenture
Trustee an Officer's Certificate certifying or stating the opinion of
any signer thereof as to the matters described in clause (i), the
Issuer shall also deliver to the Indenture Trustee an Independent
Certificate as to the same matters, if the fair value to the Issuer of
the securities to be so deposited and of all other such securities
made the basis of any such withdrawal or release since the
commencement of the then-current fiscal year of the Issuer, as set
forth in the certificates delivered pursuant to clause (i) and this
clause (ii), is 10% or more of the Outstanding Amount of the Notes,
but such a certificate need not be furnished with respect to any
securities so deposited, if the fair value thereof to the Issuer as
set forth in the related Officer's Certificate is less than $25,000 or
less than one percent of the Outstanding Amount of the Notes.
(iii) Whenever any property or securities are to be released
from the lien of this Indenture, the Issuer shall also furnish to the
Indenture Trustee an Officer's Certificate certifying or stating the
opinion of each person signing such certificate as to the fair value
(within 90 days of such release) of the property or securities
proposed to be released and stating that in the opinion of such person
the proposed release will not impair the security under this Indenture
in contravention of the provisions hereof.
(iv) Whenever the Issuer is required to furnish to the Indenture
Trustee an Officer's Certificate certifying or stating the opinion of
any signer thereof as to the matters described in clause (iii), the
Issuer shall also furnish to the Indenture Trustee an Independent
Certificate as to the same matters if the fair value of the property
or securities and of all other property, as set forth in the
certificates required by clause (iii) and this clause (iv), equals 10%
or more of the Outstanding Amount of the Notes, but such certificate
need not be furnished in the case of any release of property or
securities if the fair value thereof as set forth in the related
Officer's Certificate is less than $25,000 or less than one percent of
the then Outstanding Amount of the Notes.
(v) Notwithstanding Section 2.9 or any provision of this
Section, the Issuer may (A) collect, liquidate, sell or otherwise
dispose of the Series Certificate as and to the extent permitted or
required by the Basic Documents and (B) make cash payments out of the
Owner Trust Accounts as and to the extent permitted or required by the
Basic Documents.
SECTION 11.2. Form of Documents Delivered to the Indenture
Trustee. In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary
that all such matters be certified by, or covered by the opinion of, only
one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect
to some matters and one or more other such Persons as to other matters, and
any such Person may certify or give an opinion as to such matters in one or
several documents.
Any certificate or opinion of an Authorized Officer of the Issuer
may be based, insofar as it relates to legal matters, upon a certificate to
legal matters, upon a certificate or opinion of, or representations by,
counsel, unless such officer knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with
respect to the matters upon which his or her certificate or opinion is
based are erroneous. Any such certificate of an Authorized Officer or
Opinion of Counsel may be based, insofar as it relates to factual matters,
upon a certificate or opinion of, or representations by, an officer or
officers of the Administrator, the Depositor or the Issuer, stating that
the information with respect to such factual matters is in the possession
of the Administrator, the Depositor or the Issuer, unless such counsel
knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.
Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be
consolidated and form one instrument.
Whenever in this Indenture, in connection with any application,
certificate or report to the Indenture Trustee, it is provided that the
Issuer shall deliver any document (x) as a condition of the granting of
such application, or (y) as evidence of the Issuer's compliance with any
term hereof, it is intended that the truth and accuracy, at the time of the
granting of such application or at the effective date of such certificate
or report (as the case may be), of the facts and opinions stated in such
document shall in each case be conditions precedent to the right of the
Issuer to have such application granted or to the sufficiency of such
certificate or report. The foregoing shall not, however, be construed to
affect the Indenture Trustee's right to rely upon the truth and accuracy of
any statement or opinion contained in any such document as provided in
Article VI.
SECTION 11.3. Actions of Noteholders. (a) Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by the Noteholders may be
embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Noteholders in person or by an agent duly
appointed in writing; and except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Indenture Trustee and, when required, to the Issuer or the
Administrator. Such instrument or instruments (and the action or actions
embodied therein and evidenced thereby) are herein sometimes referred to as
the "Act" of the Noteholders signing such instrument or instruments. Proof
of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and conclusive
in favor of the Indenture Trustee, the Issuer and the Administrator, if
made in the manner provided in this Section 11.3.
(b) The fact and date of the execution by any Noteholder of any
such instrument or writing may be proved in any reasonable manner which the
Indenture Trustee deems sufficient.
(c) Any request, demand, authorization, direction, notice,
consent, waiver or other act by a Noteholder shall bind every Holder of
every Note issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof, in respect of anything done, or omitted to be
done, by the Indenture Trustee, the Issuer or the Administrator in reliance
thereon, regardless of whether notation of such action is made upon such
Note.
(d) The Indenture Trustee may require such additional proof of
any matter referred to in this Section 11.3 as it shall deem necessary.
SECTION 11.4. Notices, etc., to the Indenture Trustee, the
Issuer, and Note Rating Agencies. Any request, demand, authorization,
direction, notice, consent, waiver or Act of Noteholders or other documents
provided or permitted by this Indenture to be made upon, given or furnished
to or filed with:
(a) The Indenture Trustee by any Noteholder or by the Issuer
shall be sufficient for every purpose hereunder if personally delivered,
telefaxed or mailed certified mail, return receipt requested and shall be
deemed to have been duly given upon receipt by a Responsible Officer of the
Indenture Trustee at its Corporate Trust Office, or
(b) The Issuer by the Indenture Trustee or any Noteholder shall
be sufficient for every purpose hereunder if personally delivered or mailed
certified mail, return receipt to the Issuer addressed to: Chase Credit
Card Owner Trust 1999-_, in care of Chase Manhattan Bank Delaware as Owner
Trustee at _______________, Attention: Trust Department or at any other
address previously furnished in writing to the Indenture Trustee by the
Issuer. The Issuer shall promptly transmit any notice received by it from
the Noteholders to the Indenture Trustee.
Notices required to be given to the Note Rating Agencies by the
Issuer, the Indenture Trustee or the Owner Trustee shall be in writing,
personally delivered or mailed certified mail, return receipt requested to
(i) in the case of Moody's, at the following address: Moody's Investors
Service, 99 Church Street, New York, New York 10007, Attention: ABS
Monitoring Group, (ii) in the case of Standard & Poor's, at the following
address: Standard & Poor's Ratings Service, 55 Water Street, New York, New
York 10041, Attention: Asset Backed Surveillance Department and (iii) in
the case of Fitch, at the following address: Fitch IBCA Inc., One State
Street Plaza, New York, New York 10004; or as to each of the foregoing, at
such other address as shall be designated by written notice to the other
parties.
SECTION 11.5. Notices to Noteholders; Waiver. Where this
Indenture provides for notice to Noteholders of any event, such notice
shall be sufficiently given (unless otherwise herein expressly provided) if
in writing and mailed, first-class, postage prepaid to each Noteholder
affected by such event, at his address as it appears on the Note Register,
not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to
Noteholders is given by mail, neither the failure to mail such notice nor
any defect in any notice so mailed to any particular Noteholder shall
affect the sufficiency of such notice with respect to other Noteholders,
and any notice that is mailed in the manner herein provided shall
conclusively be presumed to have been duly given.
Where this Indenture provides for notice in any manner, such
notice may be waived in writing by any Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Noteholders shall be filed
with the Indenture Trustee but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such a
waiver.
In case, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or similar activity, it shall be
impractical to mail notice of any event to the Noteholders when such notice
is required to be given pursuant to any provision of this Indenture, then
any manner of giving such notice as shall be satisfactory to the Indenture
Trustee shall be deemed to be a sufficient giving of such notice.
Where this Indenture provides for notice to the Note Rating
Agencies, failure to give such notice shall not affect any other right or
obligations created hereunder, and shall not under any circumstance
constitute a Default or Event of Default.
SECTION 11.6. Alternate Payment and Notice Provisions.
Notwithstanding any provision of this Indenture or any of the Notes to the
contrary, the Issuer may enter into any agreement with any Holder of a Note
providing for a method of payment, or notice by the Indenture Trustee or
any Paying Agent to such Holder that is different from the methods provided
for in this Indenture for such payments or notices, provided that such
methods are reasonable and consented to by the Indenture Trustee (which
consent shall not be unreasonably withheld). The Issuer will furnish to
the Indenture Trustee a copy of each such agreement, and the Indenture
Trustee will cause payments to be made and notices to be given in
accordance with such agreements.
SECTION 11.7. Conflict with Trust Indenture Act. If any
provision hereof limits, qualifies or conflicts with another provision
hereof that is required to be included in this indenture by any of the
provisions of the TIA, such required provision shall control.
The provisions of TIA sections 310 through 317 that impose duties
on any person (including the provisions automatically deemed included
herein unless expressly excluded by this Indenture) are a part of and
govern this Indenture, whether or not physically contained herein.
SECTION 11.8. Effect of Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.
SECTION 11.9. Successors and Assigns. All covenants and
agreements in this Indenture and the Notes by the Issuer shall bind its
successors and assigns. All agreements of the Indenture Trustee in this
Indenture shall bind its successors.
SECTION 11.10. Separability. In case any provision in this
Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall
not be affected or impaired thereby.
SECTION 11.11. Benefits of Indenture. Nothing in this
Indenture or in the Notes, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, and the
Noteholders and (only to the extent expressly provided herein) the
Noteholders, and any other party secured hereunder, and any other person
with an ownership interest in any part of the Owner Trust Estate, any
benefit or any legal or equitable right, remedy or claim under this
Indenture.
SECTION 11.12. Legal Holidays. In any case where the date on
which any payment is due shall not be a Business Day, then (notwithstanding
any other provision of the Notes or this Indenture) payment need not be
made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the date on which nominally due,
and no interest shall accrue for the period from and after any such nominal
date.
SECTION 11.13. GOVERNING LAW. THIS INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.
SECTION 11.14. Counterparts. This Indenture may be executed in
any number of counterparts, each of which so executed shall be deemed to be
an original, but all such counterparts shall together constitute but one
and the same instrument.
SECTION 11.15. Recording of Indenture. If this Indenture is
subject to recording in any appropriate public recording offices, such
recording is to be effected by the Issuer and at its expense accompanied by
an Opinion of Counsel (which may be counsel to the Indenture Trustee or any
other counsel reasonably acceptable to the Indenture Trustee) to the effect
that such recording is necessary either for the protection of the
Noteholders or any other person secured hereunder or for the enforcement of
any right or remedy granted to the Indenture Trustee under this Indenture
or to satisfy any provision of the TIA.
SECTION 11.16. Trust Obligation. No recourse may be taken,
directly or indirectly, with respect to the obligations of the Issuer, the
Owner Trustee or the Indenture Trustee on the Notes or under this Indenture
or any certificate or other writing delivered in connection herewith or
therewith, against (i) the Depositor, the Administrator, the Transferor,
the Servicer, the Indenture Trustee or the Owner Trustee in its individual
capacity, (ii) any owner of a beneficial interest in the Issuer or (iii)
any partner, owner, beneficiary, agent, officer, director, employee or
agent of the Indenture Trustee or the Owner Trustee in its individual
capacity, any holder of a beneficial interest in the Issuer, the Owner
Trustee or the Indenture Trustee or of any successor or assign of the
Indenture Trustee or the Owner Trustee in its individual capacity, except
as any such Person may have expressly agreed (it being understood that the
Indenture Trustee and the Owner Trustee have no such obligations in their
individual capacity) and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any
unpaid consideration for stock, unpaid capital contribution or failure to
pay any installment or call owing to such entity. For all purposes of this
Indenture, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the
benefits of, the terms and provisions of Articles IV, V, VI and VII of the
Trust Agreement.
SECTION 11.17. No Petition. Notwithstanding any prior
termination of this Indenture, the Indenture Trustee and each Noteholder or
Note Owner, by its acceptance of a Note or beneficial interest in a Note,
as the case may be, hereby covenants that (a) they, shall not at any time
with respect to the Issuer or the Master Trust, acquiesce, petition or
otherwise invoke or cause the Issuer or the Master Trust to invoke the
process of any court or government authority for the purpose of commencing
or sustaining a case against the Issuer or the Master Trust under any
Federal or state bankruptcy, insolvency or similar law or appointing a
receiver, conservator, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Issuer or the Master Trust or
any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Issuer or the Master Trust (b) any claim
that they may have at any time against the corpus of the Master Trust that
they may seek to enforce against the corpus of the Master Trust, shall be
subordinate to the payment in full, including post-petition interest, in
the event that the Master Trust becomes a debtor or debtor in possession in
a case under any applicable federal or state bankruptcy, insolvency or
other similar law now or hereafter in effect or otherwise subject to any
insolvency, reorganization, liquidation, rehabilitation or other similar
proceedings, of the claims of the holders of any securities of the Master
Trust and the holders of any other notes, bonds, contracts or other
obligations that are related to the Master Trust and (c) they hereby
irrevocably make the election afforded by Title 11 United States Code
Section 1111(b)(1)(A)(i) to secured creditors to receive the treatment
afforded by Title 11 United State Code Section 1111(b)(2) with respect to
any secured claim that they may have at any time against the Issuer or the
Master Trust.
SECTION 11.18. Inspection. The Issuer agrees that, on
reasonable prior notice, it will permit any representative of the Indenture
Trustee, during the Issuer's normal business hours, to examine all the
books of account, records, reports, and other papers of the Issuer, to make
copies and extracts therefrom, to cause such books to be audited by
Independent certified public accountants, and to discuss the Issuer's
affairs, finances and accounts with the Issuer's officers, employees and
Independent certified public accountants, all at such reasonable times and
as often as may be reasonably requested. The Indenture Trustee shall and
shall cause its representatives to hold in confidence all such information
except to the extent disclosure may be required by law (and all reasonable
applications for confidential treatment are unavailing) and except to the
extent that the Indenture Trustee may reasonably determine that such
disclosure is consistent with its Obligations hereunder.
SECTION 11.19. Tax Treatment. The Issuer intends that the
Notes will be treated as debt of the Certificateholder for all United
States tax purposes. Each Noteholder, by acceptance of its Note, and each
holder of a beneficial interest in a Note, by the acquisition of a
beneficial interest therein, agree to treat the Notes as indebtedness of
the Issuer for all United States tax purposes.
IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have
caused this Indenture to be duly executed by their respective officers,
thereunto duly authorized, all as of the day and year first above written.
CHASE CREDIT CARD OWNER TRUST 1999-_
By: __________________________________
not in its individual capacity but solely as
Owner Trustee
By: ___________________________________
Name:
Title:
THE BANK OF NEW YORK
not in its individual capacity but solely
as Indenture Trustee
By: ___________________________________
Name:
Title:
EXHIBIT A
FORM OF CLASS A NOTES
1/
REGISTERED $
No. R-_____ CUSIP NO.__________
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS 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.
THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE
AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
CHASE CREDIT CARD OWNER TRUST 1999-_
CLASS A FLOATING RATE ASSET BACKED NOTES
Chase Credit Card Owner Trust 1999-_, a trust organized and
existing under the laws of the State of Delaware (including any successor,
the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or
its registered assigns, the principal sum of ______ DOLLARS ($________),
partially payable on each Payment Date in an amount equal to the result
obtained by multiplying (i) a fraction, the numerator of which is
$__________ and the denominator of which is $___________ by (ii) the
aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the Class A Notes pursuant to Section 3.1 of the
Indenture; provided that the entire unpaid principal amount of this Note
shall be due and payable on the ______, 199_ Payment Date (which is
_______, 1999). The Issuer will pay interest on this Note at the rate per
annum shown above, on each Payment Date until the principal of this Note is
paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Payment Date (after giving effect to all
payments of principal made on the preceding Payment Date), subject to
certain limitations contained in Sections 2.7, 3.1 and 8.2 of the
Indenture. Interest on this Note will accrue for each Payment Date from
the most recent Payment Date on which interest has been paid to but
excluding the then current Payment Date or, if no interest has yet been
paid, from _____, 1999. Interest will be computed on the basis of actual
days elapsed in a 360-day year (which is 24 days in the case of _______,
199_ Payment Date). Such principal of and interest on this Note shall be
paid in the manner specified in the Indenture.
The principal of and interest on this Note are payable in such
coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. All payments made
by the Issuer with respect to this Note shall be applied first to interest
due and payable on this Note as provided above and then to the unpaid
principal of this Note.
1/
Denominations of $1,000 and integral multiples of
$1,000 in excess thereof.
Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Note.
Unless the certificate of authentication hereon has been executed
by the Indenture Trustee whose name appears below by manual signature, this
Note shall not be entitled to any benefit under the Indenture referred to
on the reverse hereof, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.
Dated: __________, 199_
Chase Credit Card Owner Trust 1999-_
CHASE MANHATTAN BANK DELAWARE,
not in its individual capacity but solely as Owner
Trustee under the Trust Agreement
By: __________________________________
Name:
Title:
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the
within mentioned Indenture.
Dated: ________ __, 199_
THE BANK OF NEW YORK
not in its individual capacity but solely as
Indenture Trustee
By: _________________________________
Authorized Signatory
[REVERSE OF NOTE]
This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A Floating Rate Asset Backed Notes (herein
called the "Class A Notes" or the "Notes"), all issued under an Indenture
dated as of _______, 1999, (such Indenture, as supplemented or amended, is
herein called the "Indenture"), between the Issuer and The Bank of New
York, not in its individual capacity but solely as trustee (the "Indenture
Trustee", which term includes any successor Indenture Trustee under the
Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders
of the Notes. The Notes are subject to all terms of the Indenture. All
terms used in this Note that are not otherwise defined herein and that are
defined in the Indenture shall have the meanings assigned to them in or
pursuant to the Indenture.
The Class A Notes and the Class B Notes and Class C Notes are and
will be equally and ratably secured by the collateral pledged as security
therefor as provided in the Indenture.
The Issuer shall pay interest on overdue installments of interest
at the Class A Interest Rate to the extent lawful.
Each Holder or Note Owner, by acceptance of a Note, or, in the
case of a Note Owner, a beneficial interest in the Note, covenants and
agrees that no recourse may be taken, directly or indirectly, with respect
to the obligations of the Issuer, the Owner Trustee or the Indenture
Trustee on the Notes or under this Indenture or any certificate or other
writing delivered in connection herewith or therewith, against (i) the
Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture
Trustee or of any successor or assign of the Indenture Trustee or the Owner
Trustee in its individual capacity, except as any such Person may have
expressly agreed (it being understood that the Indenture Trustee and the
Owner Trustee have no such obligations in their individual capacity) and
except that any such partner, owner or beneficiary shall be fully liable,
to the extent provided by applicable law, for any unpaid consideration for
stock, unpaid capital contribution or failure to pay any installment or
call owing to such entity.
It is the intent of the Depositor, the Administrator, the Issuer,
the Noteholders and the Note Owners, that the Notes will be classified as
indebtedness of the Issuer for all United States tax purposes. The
Noteholders, by acceptance of a Note, agree to treat, and to take no action
inconsistent with the treatment of, the Notes as indebtedness of the Issuer
for such tax purposes.
Each Noteholder or Note Owner, by acceptance of a Note, or, in
the case of a Note Owner, a beneficial interest in a Note, covenants and
agrees that they will not at any time institute against the Issuer, or join
in any institution against the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings
under any United States Federal or state bankruptcy or similar law in
connection with any obligations relating to the Notes, this Indenture or
any of the other Basic Documents.
This Note and the Indenture 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 and thereunder shall be determined in accordance with such laws.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of and
interest on this Note at the times, place and rate, and in the coin or
currency, herein prescribed.
Anything herein to the contrary notwithstanding, except as
expressly provided in the Basic Documents, neither Chase Manhattan Bank
USA, National Association in its individual capacity, any owner of a
beneficial interest in the Issuer, nor any of their respective partners,
beneficiaries, agents, officers, directors, employees, successors or
assigns shall be personally liable for, nor shall recourse be had to any of
them for, the payment of principal of or interest on, or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in this Note or the Indenture, it being expressly understood that
said covenants, obligations and indemnifications have been made by the
Indenture Trustee for the sole purpose of binding the interests of the
Indenture Trustee in the assets of the Issuer. The Holder of this Note by
the acceptance hereof agrees that, except as expressly provided in the
Basic Documents, in the case of an Event of Default under the Indenture,
the Holder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided that nothing contained herein
shall be taken to prevent recourse to, and enforcement against, the assets
of the Issuer for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably
constitutes and appoints ___________________, attorney, to transfer said
Note on the books kept for registration thereof, with full power of
substitution in the premises.
1/
Dated:
Signature Guaranteed:
1/
NOTE: The signature to this assignment must correspond
with the name of the registered owner as it appears on
the face of the within Note in every particular with-
out alteration, enlargement or any change whatsoever.
EXHIBIT B
FORM OF CLASS B NOTES
1/
REGISTERED $___________
No. R-_____ CUSIP NO. __________
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE
AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
CHASE CREDIT CARD OWNER TRUST 1999-_
CLASS B FLOATING RATE ASSET BACKED NOTES
Chase Credit Card Owner Trust 1999-_, a trust organized and
existing under the laws of the State of Delaware (including any successor,
the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or
its registered assigns, the principal sum of ___________ DOLLARS
($_________), partially payable on each Payment Date in an amount equal to
the result obtained by multiplying (i) a fraction, the numerator of which
is $________ and the denominator of which is $________ by the (ii) the
aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the Class B Notes pursuant to Section 3.1 of the
Indenture; provided that the entire unpaid principal amount of this Note
shall be due and payable on the ________ Payment Date. No payments of
principal of the Class B Notes will be made until the principal of the
Class A Notes has been paid in full. The Issuer will pay interest on this
Note at the rate per annum shown above, on each Payment Date until the
principal of this Note is paid or made available for payment, on the
principal amount of this Note outstanding on the preceding Payment Date
(after giving effect to all payments of principal made on the preceding
Payment Date), subject to certain limitations contained in Sections 2.7,
3.1 and 8.2 of the Indenture. Interest on this Note will accrue for each
1/ Denominations of $1,000 and integral multiples of
$1,000 in excess thereof.
Payment Date from the most recent Payment Date on which interest has been
paid to but excluding the then current Payment Date or, if no interest has
yet been paid, from ________, 1999. Interest will be computed on the basis
of a 360-day year of twelve 30-day months. Such principal of and interest
on this Note shall be paid in the manner specified in the Indenture.
The principal of and interest on this Note are payable in such
coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. All payments made
by the Issuer with respect to this Note shall be applied first to interest
due and payable on this Note as provided above and then to the unpaid
principal of this Note.
Reference is made to the further provisions of this Note set
forth on the reverse hereof which shall have the same effect as though
fully set forth on the face of this Note.
Unless the certificate of authentication hereon has been executed
by the Indenture Trustee whose name appears below by manual signature, this
Note shall not be entitled to any benefit under the Indenture referred to
on the reverse hereof, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.
Dated: ________ __, 199_
Chase Credit Card Owner Trust 1999-_
CHASE MANHATTAN BANK DELAWARE,
not in its individual capacity but solely as Owner
Trustee under the Trust Agreement
By: _______________________________
Name:
Title:
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the
within-mentioned Indenture.
Dated: ________ __, 199_
THE BANK OF NEW YORK
not in its individual capacity but solely
as Indenture Trustee
By: _________________________________
Authorized Signatory
[REVERSE OF NOTE]
This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class B Floating Rate Asset Backed Notes (herein
called the "Class B Notes" or the "Notes"), all issued under an Indenture
dated as of _______, 1999 (such Indenture, as supplemented or amended, is
herein called the "Indenture"), between the Issuer and The Bank of New York
, not in its individual capacity but solely as trustee (the "Indenture
Trustee", which term includes any successor Indenture Trustee under the
Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders
of the Notes. The Notes are subject to all terms of the Indenture. All
terms used in this Note that are not otherwise defined herein and that are
defined in the Indenture shall have the meanings assigned to them in or
pursuant to the Indenture.
The Class B Notes and the Class A Notes and Class C and will be
equally and ratably secured by the collateral pledged as security therefor
as provided in the Indenture.
The Issuer shall pay interest on overdue installments of interest
at the Class B Interest Rate to the extent lawful.
Each Holder or Note Owner, by acceptance of a Note, or, in the
case of a Note Owner, a beneficial interest in the Note, covenants and
agrees that no recourse may be taken, directly or indirectly, with respect
to the obligations of the Issuer, the Owner Trustee or the Indenture
Trustee on the Notes or under this Indenture or any certificate or other
writing delivered in connection herewith or therewith, against (i) the
Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any
owner of a beneficial interest in Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Indenture Trustee or the Owner
Trustee or of any successor or assign of the Indenture Trustee or the Owner
Trustee in its individual capacity, except as any such Person may have
expressly agreed (it being understood that the Indenture Trustee and the
Owner Trustee have no such obligations in their individual capacity) and
except that any such partner, owner or beneficiary shall be fully liable,
to the extent provided by applicable law, for any unpaid consideration for
stock, unpaid capital contribution or failure to pay any installment or
call owing to such entity.
It is the intent of the Depositor, the Administrator, the
Noteholders, the Note Owners the Issuer, the Noteholders and Chase USA that
the Notes will be classified as indebtedness of the Issuer for all United
States tax purposes. The Noteholders, by acceptance of a Note, agree to
treat, and to take no action inconsistent with the treatment of, the Notes
as indebtedness of the Issuer for such tax purposes.
Each Noteholder or Note Owner, by acceptance of a Note, or, in
the case of a Note Owner, a beneficial interest in a Note, covenants and
agrees that they will not at any time institute against the Issuer, or join
in any institution against the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings
under any United States Federal or state bankruptcy or similar law in
connection with any obligations relating to the Notes, this Indenture or
any of the other Basic Documents.
This Note and the Indenture 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 and thereunder shall be determined in accordance with such laws.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of and
interest on this Note at the times, place and rate, and in the coin or
currency, herein prescribed.
Anything herein to the contrary notwithstanding, except as
expressly provided in the Basic Documents, neither Chase Manhattan Bank
USA, National Association, in its individual capacity, any owner of a
beneficial interest in the Issuer, nor any of their respective partners,
beneficiaries, agents, officers, directors, employees, successors or
assigns shall be personally liable for, nor shall recourse be had to any of
them for, the payment of principal of or interest on, or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in this Note or the Indenture, it being expressly understood that
said covenants, obligations and indemnifications have been made by the
Indenture Trustee for the sole purpose of binding the interests of the
Indenture Trustee in the assets of the Issuer. The Holder of this Note by
the acceptance hereof agrees that, except as expressly provided in the
Basic Documents, in the case of an Event of Default under the Indenture,
the Holder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided that nothing contained herein
shall be taken to prevent recourse to, and enforcement against, the assets
of the Issuer for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably
constitutes and appoints _______________________________, attorney, to
transfer said Note on the books kept for registration thereof, with full
power of substitution in the premises.
1/
Dated: ______________________
Signature Guaranteed:
1/
NOTE: The signature to this assignment must corre-
spond with the name of the registered owner as it
appears on the face of the within Note in every par-
ticular without alteration, enlargement or any change
whatsoever.
EXHIBIT C
FORM OF CLASS C NOTES
1/
REGISTERED $
No. R-_____ CUSIP NO. ___________
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS 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.
THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE
AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
CHASE CREDIT CARD OWNER TRUST 1999-_
CLASS C FLOATING RATE ASSET BACKED NOTES
Chase Credit Card Owner Trust 1999-_, a trust organized and
existing under the laws of the State of Delaware (including any successor,
the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or
its registered assigns, the principal sum of _____________ DOLLARS
($________), partially payable on each Payment Date in an amount equal to
the result obtained by multiplying (i) a fraction, the numerator of which
is $________ and the denominator of which is $________ by the (ii) the
aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the Class C Notes pursuant to Section 3.1 of the
Indenture; provided that the entire unpaid principal amount of this Note
shall be due and payable on the _______ Payment Date. No payments of
principal of the Class C Notes will be made until the principal of the
Class A Notes and the Class B Notes have been paid in full. The Issuer
will pay interest on this Note at the rate per annum shown above, on each
Payment Date until the principal of this Note is paid or made available for
payment, on the principal amount of this Note outstanding on the preceding
Payment Date (after giving effect to all payments of principal made on the
preceding Payment Date), subject to certain limitations contained in
Sections 2.7, 3.1 and 8.2 of the Indenture. Interest on this Note will
accrue for each Payment Date from the most recent Payment Date on which
interest has been paid to but excluding the then current Payment Date or,
if no interest has yet been paid, from _____, 1999. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. Such
principal of and interest on this Note shall be paid in the manner
specified in the Indenture.
The principal of and interest on this Note are payable in such
coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. All payments made
by the Issuer with respect to this Note shall be applied first to interest
due and payable on this Note as provided above and then to the unpaid
principal of this Note.
1/
Denominations of $1,000 and integral multiples of
$1,000 in excess thereof.
Reference is made to the further provisions of this Note set
forth on the reverse hereof which shall have the same effect as though
fully set forth on the face of this Note.
Unless the certificate of authentication hereon has been executed
by the Indenture Trustee whose name appears below by manual signature, this
Note shall not be entitled to any benefit under the Indenture referred to
on the reverse hereof, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.
Dated: ____________ __, 199_
Chase Credit Card Owner Trust 1999-_
CHASE MANHATTAN BANK DELAWARE,
not in its individual capacity but solely as Owner
Trustee under the Trust Agreement
By: _________________________________
Name:
Title:
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the
within-mentioned Indenture.
Dated: ________ __, 199_
THE BANK OF NEW YORK
not in its individual capacity but solely
as Indenture Trustee
By: _________________________________
Authorized Signatory
[REVERSE OF NOTE]
This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class C Floating Rate Asset Backed Notes (herein
called the "Class C Notes" or the "Notes"), all issued under an Indenture
dated as of _______, 1999 (such Indenture, as supplemented or amended, is
herein called the "Indenture"), between the Issuer and The Bank of New
York, not in its individual capacity but solely as trustee (the "Indenture
Trustee", which term includes any successor Indenture Trustee under the
Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders
of the Notes. The Notes are subject to all terms of the Indenture. All
terms used in this Note that are not otherwise defined herein and that are
defined in the Indenture shall have the meanings assigned to them in or
pursuant to the Indenture.
The Notes and the Class A Notes and Class B are and will be
equally and ratably secured by the collateral pledged as security therefor
as provided in the Indenture.
The Issuer shall pay interest on overdue installments of interest
at the Class C Interest Rate to the extent lawful.
Each Holder or Note Owner, by acceptance of a Note, or, in the
case of a Note Owner, a beneficial interest in the Note, covenants and
agrees that no recourse may be taken, directly or indirectly, with respect
to the obligations of the Issuer, the Owner Trustee or the Indenture
Trustee on the Notes or under this Indenture or any certificate or other
writing delivered in connection herewith or therewith, against (i) the
Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any
owner of a beneficial interest in Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Indenture Trustee or the Owner
Trustee or of any successor or assign of the Indenture Trustee or the Owner
Trustee in its individual capacity, except as any such Person may have
expressly agreed (it being understood that the Indenture Trustee and the
Owner Trustee have no such obligations in their individual capacity) and
except that any such partner, owner or beneficiary shall be fully liable,
to the extent provided by applicable law, for any unpaid consideration for
stock, unpaid capital contribution or failure to pay any installment or
call owing to such entity.
It is the intent of the Depositor, the Noteholders, the Note
Owners, the Issuer, the Noteholders and Chase USA that, the Notes will be
classified as indebtedness of the Issuer for all United States tax
purposes. The Noteholders, by acceptance of a Note, agree to treat, and to
take no action inconsistent with the treatment of, the Notes as
indebtedness of the Issuer for such tax purposes.
Each Noteholder or Note Owner, by acceptance of a Note, or, in
the case of a Note Owner, a beneficial interest in a Note, covenants and
agrees that they will not at any time institute against the Issuer, or join
in any institution against the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings
under any United States Federal or state bankruptcy or similar law in
connection with any obligations relating to the Notes, this Indenture or
any of the other Basic Documents.
This Note and the Indenture 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 and thereunder shall be determined in accordance with such laws.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of and
interest on this Note at the times, place and rate, and in the coin or
currency, herein prescribed.
Anything herein to the contrary notwithstanding, except as
expressly provided in the Basic Documents, neither Chase Manhattan Bank
USA, National Association, in its individual capacity, any owner of a
beneficial interest in the Issuer, nor any of their respective partners,
beneficiaries, agents, officers, directors, employees, successors or
assigns shall be personally liable for, nor shall recourse be had to any of
them for, the payment of principal of or interest on, or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in this Note or the Indenture, it being expressly understood that
said covenants, obligations and indemnifications have been made by the
Indenture Trustee for the sole purpose of binding the interests of the
Indenture Trustee in the assets of the Issuer. The Holder of this Note by
the acceptance hereof agrees that, except as expressly provided in the
Basic Documents, in the case of an Event of Default under the Indenture,
the Holder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided that nothing contained herein
shall be taken to prevent recourse to, and enforcement against, the assets
of the Issuer for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably
constitutes and appoints _______________________________, attorney, to
transfer said Note on the books kept for registration thereof, with full
power of substitution in the premises.
1/
Dated: ______________________
Signature Guaranteed:
1/
NOTE: The signature to this assignment must corre-
spond with the name of the registered owner as it
appears on the face of the within Note in every par-
ticular without alteration, enlargement or any change
whatsoever.
EXHIBIT D
NOTE DEPOSITORY AGREEMENT
(212) 455-2000
August __, 1999
Chase Manhattan Bank USA,
National Association
802 Delaware Avenue
Wilmington, Delaware 19801
Re: Chase Credit Card Master Trust
Asset-Backed Certificates and Chase
Credit Card Owner Trust Asset-Backed Notes
Ladies and Gentlemen:
We have acted as counsel for Chase Manhattan Bank USA, National
Association, a banking corporation organized under the laws of the United
States (the "Bank"), in connection with the filing by the Bank, on behalf
of the Chase Credit Card Master Trust (the "Master Trust") and Chase Credit
Card Owner Trust (the "Owner Trust"), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a Registration
Statement on Form S-3, Registration No. 333-74303 (the "Registration
Statement"), and Amendment No. 1 to the Registration Statement filed by the
Bank under the Act, registering both Asset-Backed Certificates representing
undivided interests in certain assets of the Master Trust (the
"Certificates") and Asset-Backed Notes secured by the Certificate (the
"Notes"). The Certificates of a particular Series will be issued pursuant
to the Second Amended and Restated Pooling and Servicing Agreement, dated
as of September 1, 1996 (the "Pooling and Servicing Agreement") between the
Bank, The Chase Manhattan Bank and The Bank of New York, as Trustee (the
"Trustee"), and filed as Exhibit 4.1 to the Registration Statement, and a
related Series Supplement to the Pooling and Servicing Agreement (a "Series
Supplement") between the Bank and the Trustee, substantially in the form
filed as Exhibit 4.2 to the Registration Statement. The Notes will be
issued under an Indenture (the "Indenture") between the Owner Trust and The
Bank of New York, as Indenture Trustee.
We have examined the Registration Statement, the Pooling and
Servicing Agreement, the form of Series Supplement and the form of the
Indenture, which will be filed with the Commission as an exhibit to the
Registration Statement. We also have examined the originals, or duplicates
or certified or conformed copies, of such records, agreements, instruments
and other documents and have made such other and further investigations as
we have deemed relevant and necessary in connection with the opinions
expressed herein. As to questions of fact material to this opinion, we
have relied upon certificates of public officials and of officers and
representatives of the Bank.
In rendering the opinions set forth below, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as duplicates or
certified or conformed copies, and the authenticity of the originals of
such latter documents.
We also have assumed that at the time of execution,
authentication, issuance and delivery of the Notes, the Indenture will be
the valid and legally binding obligation of the Owner Trust.
We have assumed further that (1) at the time of execution,
authentication, issuance and delivery of the Notes, the Indenture will have
been duly authorized, executed and delivered by the Owner Trust and (2)
execution, delivery and performance by the Owner Trust of the Indenture and
the Notes will note violate the laws of Delaware or any other applicable
laws (excepting the laws of the State of New York and the Federal laws of
the United States).
Based upon the foregoing, and subject to the qualifications and
limitations set forth herein, we are of the opinion that:
1. The Pooling and Servicing Agreement has been duly authorized,
executed and delivered by the Bank, and assuming due authorization,
execution and delivery by the Trustee, the Pooling and Servicing
Agreement constitutes a binding obligation of the Bank.
2. When the Series Supplement relating to a particular Series of
Certificates has been duly authorized, executed and delivered by each
of the Bank and the Trustee, such Series Supplement will constitute a
binding obligation of the Bank.
3. When the Certificates of a particular Series have been duly
authorized by the Bank, when such Certificates have been duly executed
and authenticated in accordance with the terms of the Pooling and
Servicing Agreement and the related Series Supplement and when such
Certificates have been delivered and sold as contemplated by the
Registration Statement, such Certificates will be validly issued,
fully paid and nonassessable and outstanding and entitled to the
benefits provided for by the Pooling and Servicing Agreement and such
Series Supplement.
4. When the Notes have been duly executed, authenticated, issued
and delivered in accordance with the provisions of the Indenture the
Notes will be fully paid and nonassessable and will constitute
binding obligations of the Owner Trust.
Our opinions set forth above in paragraphs 1, 2, and 4 are subject
to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally and general equitable principles (whether
considered in a proceeding in equity or at law).
The statements set forth in the prospectus (the "Prospectus")
under the caption "Tax Matters," insofar as they purport to constitute
summaries of matters of United States federal income tax law and
regulations or legal conclusions with respect thereto, constitute accurate
summaries of the matters described therein in all material respects. We
hereby confirm the opinions expressly set forth under the caption "Tax
Matters" in the Prospectus included in the Registration Statement.
We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the law of the
State of New York and the Federal law of the United States.
We hereby consent to the filing of this opinion letter as
Exhibit 5 and Exhibit 8.1 to the Registration Statement and the use of our
name under the captions "Legal Matters" and "Tax Matters" in the Prospectus
included in the Registration Statement.
Very truly yours,
SIMPSON THACHER & BARTLETT
FORM T1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)
_____________________
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 135160382
(State of incorporation if (I.R.S employer
not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Adddress of principal executive offices) (Zip code)
_____________________
CHASE CREDIT CARD MASTER TRUST
(Exact name of obligor as specified in its charter)
Delaware 22-2382028
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
802 Delaware Avenue
Wilmington, Delaware 19801
(Adddress of principal executive offices) (Zip code)
______________________
Asset Backed Certificates
Asset Backed Notes
(Title of the indenture securities)
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
Name Address
---- -------
Superintendent of Banks of 2 Rector Street, New York, N.Y. 10006,
the State of New York and Albany, N.Y. 12203
Federal Reserve Bank of 33 Liberty Plaza, New York, N.Y. 10045
New York
Federal Deposit Insurance Washington, D.C. 20429
Corporation
New York Clearing House New York, New York 10005
Association
(b) BWHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7a29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND
17 C.F.R. 229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains
the authority to commence business and a grant of powers to
exercise corporate trust powers. (Exhibit 1 to Amendment No. 1
to Form T1 filed with Registration Statement No. 336215, Exhibits
1a and 1b to Form T1 filed with Registration Statement No.
33-21672 and Exhibit 1 to Form T1 filed with Registration
Statement No. 3329637.)
4. A copy of the existing Bylaws of the Trustee. (Exhibit 4 to Form
T1 filed with Registration Statement No. 3331019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T1 filed with Registration Statement No.
3344051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or
examining authority.
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of
New York, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in The City of
New York, and State of New York, on the 24th day of August, 1999.
THE BANK OF NEWYORK
By: /s/ REMO J. REALE
-----------------------------
Name: REMO J. REALE
Title: VICE PRESIDENT
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30,
1999, published in accordance with a call made by the Federal Reserve Bank
of this District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
In Thousands
ASSETS In Thousands Cash and balances due from depository institutions:
<S> <C>
Noninterest-bearing balances and currency and coin.. $5,597,807
Interest-bearing balances........................... 4,075,775
Securities:
Held-to-maturity securities......................... 785,167
Available-for-sale securities....................... 4,159,891
Federal funds sold and Securities purchased under
agreements to resell................................ 2,476,963
Loans and lease financing receivables:
Loans and leases, net of unearned
income............................................ 38,028,772
LESS: Allowance for loan and
lease losses...................................... 568,617
LESS: Allocated transfer risk
reserve.......................................... 16,352
Loans and leases, net of unearned income,
allowance, and reserve............................ 37,443,803
Trading Assets......................................... 1,563,671
Premises and fixed assets (including capitalized
leases)............................................. 683,587
Other real estate owned................................ 10,995
Investments in unconsolidated subsidiaries and
associated companies................................ 184,661
Customers' liability to this bank on acceptances
outstanding......................................... 812,015
Intangible assets...................................... 1,135,572
Other assets........................................... 5,607,019
Total assets........................................... $64,536,926
LIABILITIES
Deposits:
In domestic offices................................. $26,488,980
Noninterest-bearing................................. 10,626,811
Interest-bearing.................................... 15,862,169
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................ 20,655,414
Noninterest-bearing................................. 156,471
Interest-bearing.................................... 20,498,943
Federal funds purchased and Securities sold under
agreements to repurchase............................ 3,729,439
Demand notes issued to the U.S.Treasury................ 257,860
Trading liabilities.................................... 1,987,450
Other borrowed money:
With remaining maturity of one year or less......... 496,235
With remaining maturity of more than one year
through three years............................... 465
With remaining maturity of more than three years.... 31,080
Bank's liability on acceptances executed and
outstanding......................................... 822,455
Subordinated notes and debentures...................... 1,308,000
Other liabilities...................................... 2,846,649
------------
Total liabilities...................................... 58,624,027
===========
EQUITY CAPITAL
Common stock........................................... 1,135,284
Surplus................................................ 815,314
Undivided profits and capital reserves................. 4,001,767
Net unrealized holding gains (losses) on
available-for-sale securities....................... (7,956)
Cumulative foreign currency translation adjustments....
(31,510)
-----------
Total equity capital................................... 5,912,899
-----------
Total liabilities and equity capital................... $64,536,926
===========
</TABLE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of
Governors of the Federal Reserve System and is true to the best of my
knowledge and belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us and to the
best of our knowledge and belief has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System
and is true and correct.
Thomas A. Reyni
Alan R. Griffith Directors
Gerald L. Hassell
