<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 26, 1999
-----------------
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
----------------------------------------------
(Exact Name of registrant specified in its charter)
(Originator of the Chase Credit Card Master Trust)
United States 333-43173 22-2382028
- ------------------------------ ---------------- -------------------
(State or other Jurisdiction of (Commission File (I.R.S. employer
Incorporation) Number) Identification No.)
802 Delaware Avenue
Wilmington, Delaware 19801
--------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (302) 575-5000
<PAGE>
Item 5. Other Events
On February 26, 1998, the Underwriting Agreement, dated as
of February 26, 1998 (the "Underwriting Agreement"), among Chase Manhattan
Bank USA, National Association ("Chase USA"), as Transferor, The Chase
Manhattan Bank ("CMB"), as Servicer, and Chase Securities Inc. ("CSI"), as
Underwriter, was executed and delivered by the respective parties thereto. On
March 4, 1999 the Series 1999-1 Supplement, dated as of March 4, 1999, to the
Second Amended and Restated Pooling and Servicing Agreement, dated as of
September 1, 1996 (the "Second Amended and Restated Pooling and Servicing
Agreement"), among Chase USA, as Transferor on and after June 1, 1996, CMB, as
Transferor prior to June 1, 1996 and as Servicer, and the Bank of New York, as
Trustee (the "Trustee"), was executed and delivered by the respective parties
thereto.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
Exhibits
4.1 Underwriting Agreement, dated as of February 26, 1999 among
Chase USA, as Transferor, CMB, as Servicer, and CSI, as
Underwriter.
4.2 Series 1999-1 Supplement, dated as of March 4,1999 to the
Second Amended and Restated Pooling and Servicing Agreement,
among Chase USA, as Transferor on and after June 1, 1996,
CMB, as Transferor prior to June 1, 1996 and as Servicer,
and the Trustee.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
THE CHASE MANHATTAN BANK
By: /s/ Patrick J. Margey
-----------------------
Name: Patrick J. Margey
Title: Vice President
Date: March 5, 1999
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Exhibit Sequentially Numbered Pages
- -------------- ------- ---------------------------
<S> <C> <C>
4.1 Underwriting Agreement, dated as of February 26, 1999,
among Chase USA, as Transferor, CMB, as Servicer, and
CSI, as Underwriter.
4.2 Series 1999-2 Supplement, dated as of March
4,1999, to the Second Amended and Restated Pooling
and Servicing Agreement, among Chase USA, as
Transferor on and after June 1, 1996, CMB, as
Transferor prior to June 1, 1996 and as Servicer,
and the Trustee.
</TABLE>
<PAGE>
EXHIBIT 4.1
CHASE CREDIT CARD MASTER TRUST
(formerly known as Chemical Master Credit Card Trust I)
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
(Transferor)
THE CHASE MANHATTAN BANK
(Servicer)
UNDERWRITING AGREEMENT
(Standard Terms)
February 26, 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 cause the Chase Credit Card Master Trust (formerly known as
Chemical Master Credit Card Trust I) (the "Trust") to issue the Floating Rate
Asset Backed Certificates designated in the applicable Terms Agreement (as
hereinafter defined) (the "Certificates"). The Certificates will be issued
pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") described in the applicable Terms Agreement between the Bank, as
Transferor on and after June 1, 1996, The Chase Manhattan Bank, as Transferor
prior to June 1, 1996 and as Servicer (the "Servicer"), and the trustee
identified in the
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Chase Securities Inc.
February 26, 1999
Page 2
applicable Terms Agreement (the "Trustee"), as supplemented by the Series
Supplement having the date stated in the applicable Terms Agreement, between the
Bank, as Transferor, the Servicer and the Trustee (the "Supplement"). The Series
of Certificates designated in the applicable Terms Agreement will be sold in a
public offering through the underwriters listed on Schedule I to the applicable
Terms Agreement (the "Underwriters"). Certificates of any Series sold to the
Underwriters shall be sold pursuant to a Terms Agreement by and between the Bank
and the Underwriters, a form of which is attached hereto as Exhibit A (a "Terms
Agreement"), which incorporates by reference this Underwriting Agreement (the
"Agreement," which may include the applicable Terms Agreement if the context so
requires). Any Series of Certificates sold pursuant to any Terms Agreement may
include the benefits of a letter of credit, cash collateral guaranty or account,
collateral interest, surety bond, insurance policy, spread account, reserve
account or other similar arrangement for the benefit of the Certificateholders
of such Series ("Credit Enhancement"). With respect to any such Credit
Enhancement, the Bank may enter into an agreement (the "Credit Enhancement
Agreement") by and between the Bank and the provider of the Credit Enhancement
(the "Credit Enhancement Provider"). The term "Applicable Terms Agreement" means
the Terms Agreement dated the date hereof. Each Certificate will represent a
specified percentage undivided interest in the Trust. The assets of the Trust
include, among other things, certain amounts due on a portfolio of
MasterCard(Registered) and VISA(Registered) revolving credit card accounts of
the Bank (the "Receivables"), and the benefit of the Credit Enhancement, if any.
To the extent not defined herein, capitalized terms used herein have the
meanings assigned to such terms in the Pooling and Servicing Agreement. Unless
otherwise stated herein or in the applicable Terms Agreement, as the context
otherwise requires or if such term is otherwise defined in the Pooling and
Servicing Agreement, each capitalized term used or defined herein or in the
applicable Terms Agreement shall relate only to the Series of Certificates
designated in the applicable Terms Agreement and no other Series of Asset Backed
Certificates issued by the Trust.
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Chase Securities Inc.
February 26, 1999
Page 3
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 Certificates. Such
registration statement, as amended at the time it was declared effective by
the Commission, including all material incorporated by reference therein,
including all information contained in any Additional Registration Statement
(as defined herein) and deemed to be part of such registration statement as of
the time such Additional Registration Statement (if any) was declared
effective by the Commission pursuant to the General Instructions of the Form
on which it was filed and including all information (if any) deemed to be a
part of such registration statement as of the time it was declared effective
by the Commission pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act
(such registration statement, the "Initial Registration Statement") has been
declared effective by the Commission. If any post-effective amendment has been
filed with respect to the Initial Registration Statement, prior to the
execution and delivery of the applicable Terms Agreement, the most recent such
amendment has been declared effective by the Commission. If (i) an additional
registration statement, including the contents of the Initial Registration
Statement incorporated by reference therein and including all information (if
any) deemed to be a part of such additional registration statement pursuant to
Rule 430A(b)(the "Additional Registration Statement") relating to the
Certificates has been filed with the Commission pursuant to Rule 462(b) ("Rule
462(b)") under the Act and, if so filed, has become effective upon filing
pursuant to Rule 462(b), then the Certificates have been duly registered under
the Act pursuant to the Initial Registration Statement and such
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Chase Securities Inc.
February 26, 1999
Page 4
Additional Registration Statement or (ii) an Additional Registration Statement
is proposed to be filed with the Commission pursuant to Rule 462(b) and will
become effective upon filing pursuant to Rule 462(b), then upon such filing
the Certificates will have been duly registered under the Act pursuant to the
Initial Registration Statement and such Additional Registration Statement. If
the Bank does not propose to amend the Initial Registration Statement or, if
an Additional Registration Statement has been filed and the Bank does not
propose to amend it and if any post-effective amendment to either such
registration statement has been filed with the Commission prior to the
execution and delivery of the applicable Terms Agreement, the most recent
amendment (if any) to each such registration statement has been declared
effective by the Commission or has become effective upon filing pursuant to
Rule 462(c) under the Act or, in the case of any Additional Registration
Statement, Rule 462(b). The Initial Registration Statement and any Additional
Registration Statement are hereinafter referred to collectively as the
"Registration Statements" and individually as a "Registration Statement."
Copies of the Registration Statements, together with any post-effective
amendments have been furnished to the Underwriters. The Bank proposes to file
with the Commission pursuant to Rule 424 ("Rule 424") under the Act a
supplement (the "Prospectus Supplement") to the form of prospectus included in
a Registration Statement (such prospectus, in the form it appears in a
Registration Statement or in the form most recently revised and filed with the
Commission pursuant to Rule 424 is hereinafter referred to as the "Basic
Prospectus") relating to the Certificates and the plan of distribution
thereof. The Basic Prospectus and the Prospectus Supplement, together with any
amendment thereof or supplement thereto, is hereinafter referred to as the
"Final Prospectus." Except to the extent that the Underwriters shall agree in
writing to a modification, the Final Prospectus shall be in all substantial
respects in the form furnished to the Underwriters prior to the execution of
the relevant Terms Agreement, or to the extent not completed at such time,
shall contain only such material changes as the Bank has advised the
Underwriters, prior to
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Chase Securities Inc.
February 26, 1999
Page 5
such time, will be included therein. Any preliminary form of the Prospectus
Supplement which has heretofore been filed pursuant to Rule 424 is hereinafter
called a "Preliminary Final Prospectus;"
(b) The Initial Registration Statement, including such amendments
thereto as may have been required on the date of the applicable Terms
Agreement, and the Additional Registration Statement (if any), relating to the
Certificates, have been filed with the Commission and such Initial
Registration Statement as amended, and the Additional Registration Statement
(if any), have become effective. No stop order suspending the effectiveness of
the Initial Registration Statement or the Additional Registration Statement
(if any) has been issued and no proceeding for that purpose has been
instituted or, to the knowledge of the Bank, threatened by the Commission;
(c) The Initial Registration Statement conforms, and any amendments
or supplements thereto and the Final Prospectus will conform, in all material
respects to the requirements of the Act, and do not and will not, as of the
applicable effective date as to the Initial Registration Statement and any
amendment thereto, as of the applicable filing date as to the Final Prospectus
and any supplement thereto, and as of the Closing Date, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
the Additional Registration Statement (if any) and the Initial Registration
Statement conform, in all material respects to the requirements of the Act,
and do not and will not, as of the applicable effective date as to the
Additional Registration Statement, contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however,
that this representation and warranty shall apply only during the period that
a prospectus relating to the Certificates is required to be delivered under
the Act by dealers in connection with the initial public offering of such
Certificates (such period being
<PAGE>
Chase Securities Inc.
February 26, 1999
Page 6
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 will be true and correct;
(e) The Bank has been duly organized and is validly existing as a
national bank in good standing under the laws of the United States, with power
and authority to own its properties and conduct its business as described in
the Final Prospectus, and has been duly qualified as a foreign corporation for
the transaction of business and is in good standing under the laws of each
other jurisdiction in which it owns or leases properties, or conducts any
business, so as to require such qualification, other than where the failure to
be so qualified or in good standing would not have a material adverse effect
on the condition (financial or otherwise), results of operations, business or
prospects of the Bank and its subsidiaries, taken as a whole;
(f) The Certificates have been duly authorized, and, when issued
and delivered pursuant to the Pooling and Servicing Agreement and the
Supplement, duly authenticated by the Trustee and paid for by the Underwriters
in accordance with the terms of this Agreement and the applicable Terms
Agreement, will be duly and validly executed, issued and delivered and
entitled to the benefits provided by the Pooling and Servicing Agreement and
the Supplement; each of the Pooling and Servicing Agreement and the Supplement
have been duly authorized and, when executed and delivered by the Bank, as
Transferor, each of the Pooling and Servicing Agreement and the Supplement
will (assuming due execution and delivery by the Trustee)
<PAGE>
Chase Securities Inc.
February 26, 1999
Page 7
constitute a valid and binding agreement of the Bank; the Certificates, the
Pooling and Servicing Agreement and the Supplement conform to the descriptions
thereof in the Final Prospectus in all material respects; and, if applicable,
when executed by the Bank, as Transferor, the Credit Enhancement Agreement
will (assuming due execution and delivery by the Trustee and Credit
Enhancement Provider) constitute a valid and binding agreement of the Bank;
(g) No consent, approval, authorization or order of, or filing
with, any court or governmental agency or body is required to be obtained or
made by the Bank for the consummation of the transactions contemplated by this
Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement
or the Supplement except such as have been obtained and made under the Act,
such as may be required under state securities laws and the filing of any
financing statements required to perfect the Trust's interest in the
Receivables;
(h) The Bank is not in violation of its Articles of Association or
By-laws or in default in the performance or observance of any obligation,
agreement, covenant or condition contained in any agreement or instrument to
which it is a party or by which it or its properties is bound which would have
a material adverse effect on the transactions contemplated herein, in the
Pooling and Servicing Agreement or the Supplement. The execution, delivery and
performance of this Agreement, the applicable Terms Agreement, the Pooling and
Servicing Agreement, the Supplement and the Credit Enhancement Agreement, and
the issuance and sale of the Certificates and compliance with the terms and
provisions thereof will not result in a breach or violation of any of the
terms of, or constitute a default under, any statute, rule, regulation or
order of any governmental agency or body or any court having jurisdiction over
the Bank or any of its properties or any material agreement or instrument to
which the Bank is a party or by which the Bank is bound or to which any of the
properties of the Bank is subject, or the Articles of Association or By-laws
of the Bank except for any such breaches or violations
<PAGE>
Chase Securities Inc.
February 26, 1999
Page 8
or defaults as would not individually or in the aggregate have a material
adverse effect on the transactions contemplated herein, in the Pooling and
Servicing Agreement and the Supplement;
(i) Other than as set forth or contemplated in the Final
Prospectus, there are no legal or governmental proceedings pending or, to the
knowledge of the Bank, threatened to which any of the Bank or its subsidiaries
is or may be a party or to which any property of the Bank or its subsidiaries
is or may be the subject which, if determined adversely to the Bank, could
individually or in the aggregate reasonably be expected to have a material
adverse effect on the Bank's credit card business or on the interests of the
holders of the Certificates; and there are no contracts or other documents of
a character required to be filed as an exhibit to the Initial Registration
Statement or the Additional Registration Statement (if any) or to be described
in the Initial Registration Statement, the Additional Registration Statement
(if any) or the Basic Prospectus which are not filed or described as required;
and
(j) Each of this Agreement and the applicable Terms Agreement have
been duly authorized, executed and delivered by the Bank.
Section 2. Purchase and Sale. Subject to the terms and
conditions and in reliance upon the covenants, representations and warranties
herein set forth, the Bank agrees to sell to the Underwriters, and the
Underwriters agree to purchase from the Bank, the principal amount of
Certificates set forth opposite each Underwriter's name in Schedule I to the
applicable Terms Agreement. The purchase price for the Certificates shall be
as set forth in the applicable Terms Agreement.
The Bank acknowledges and agrees that Chase Securities Inc.
may sell Certificates to any of its affiliates, and that any such affiliates
may sell such Certificates to Chase Securities Inc.
<PAGE>
Chase Securities Inc.
February 26, 1999
Page 9
Section 3. Delivery and Payment. Unless otherwise provided
in the applicable Terms Agreement, payment for Certificates shall be made to
the Bank or to its order by wire transfer of same day funds at the offices of
Simpson Thacher & Bartlett in New York, New York at 10:00 A.M., New York City
time, on the Closing Date (as hereinafter defined) specified in the Terms
Agreement, or at such other time on the same or such other date as the
Underwriters and the Bank may agree upon. The time and date of such payment
for the Certificates as specified in the applicable Terms Agreement are
referred to herein as the "Closing Date." As used herein, the term "Business
Day" means any day other than a day on which banks are permitted or required
to be closed in New York City.
Unless otherwise provided in the applicable Terms Agreement,
payment for the Certificates shall be made against delivery to the
Underwriters of the Certificates registered in the name of Cede & Co. as
nominee of The Depository Trust Company and in such denominations as the
Underwriters shall request in writing not later than two full Business Days
prior to the Closing Date. The Bank shall make the Certificates available for
inspection by the Underwriters in New York, New York not later than one full
Business Day prior to the Closing Date.
Section 4. Offering by Underwriters. It is understood that
the Underwriters propose to offer the Certificates for sale to the public,
which may include selected dealers, as set forth in the Final Prospectus.
Section 5. Covenants of the Bank. The Bank covenants and
agrees with the Underwriters that upon the execution of the applicable Terms
Agreement:
(a) Promptly following the execution of such applicable Terms
Agreement, the Bank will prepare a Prospectus Supplement setting forth the
amount of Certificates covered thereby and the terms thereof not otherwise
specified in the Basic Prospectus, the price at which such Certificates are to
be purchased by the Underwriters, the initial public offering price, the
selling concessions and allowances, and such other information as
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Chase Securities Inc.
February 26, 1999
Page 10
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
Certificates for
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Chase Securities Inc.
February 26, 1999
Page 11
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 Certificates for offer
and sale under the securities or Blue Sky laws of such jurisdictions as the
Underwriters shall reasonably request and will continue such qualification in
effect so long as reasonably required for distribution of the Certificates;
provided, however, that the Bank shall not be obligated to qualify to do
business in any jurisdiction in which it is not currently so qualified; and
provided, further, that the Bank shall not be required to file a general
consent to service of process in any jurisdiction.
(f) The Bank will furnish to each Underwriter, without charge, two
copies of each Registration Statement (including exhibits thereto), one of
which will be signed, and to each Underwriter conformed copies of each
Registration Statement (without exhibits thereto) and, during the prospectus
delivery period, as many copies of any Preliminary Final Prospectus and the
Final Prospectus and any supplement thereto as each Underwriter may reasonably
request.
(g) For a period from the date of this Agreement until the
retirement of the Certificates, or until such time as the Underwriters shall
cease to maintain a secondary market
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Chase Securities Inc.
February 26, 1999
Page 12
in the Certificates, whichever first occurs, the Bank will deliver to each
Underwriter (i) the annual statements of compliance, (ii) the annual
independent certified public accountants' reports furnished to the Trustee,
(iii) all documents required to be distributed to Certificateholders of the
Trust and (iv) all documents filed with the Commission pursuant to the
Exchange Act or any order of the Commission thereunder, in each case as
provided to the Trustee or filed with the Commission, as soon as such
statements and reports are furnished to the Trustee or filed or, if an
affiliate of the Bank is not the Servicer, as soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the performance of
its obligations under this Agreement, including without limitation: (i)
expenses of preparing, printing and reproducing each Registration Statement,
the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the
applicable Terms Agreement, the Pooling and Servicing Agreement, the
Supplement and the Certificates, (ii) the cost of delivering the Certificates
to the Underwriters, (iii) any fees charged by investment rating agencies for
the rating of such Certificates, and (iv) the reasonable expenses and costs
(not to exceed the amount specified in the applicable Terms Agreement)
incurred in connection with "blue sky" qualification of the Certificates for
sale in those states designated by the Underwriters and the printing of
memoranda relating thereto (it being understood that, except as specified in
this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay
all of their costs and expenses, including the fees of counsel to the
Underwriters, transfer taxes on resale of any Certificates by them and
advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to
the Certificates by the rating agency or agencies that initially rate the
Certificates is conditional upon the furnishing of documents or the taking of
any other actions by the Bank, the Bank shall furnish such documents and take
any such other actions.
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Chase Securities Inc.
February 26, 1999
Page 13
(j) The Bank will cause the Trust to make generally available to
Certificateholders and to the Underwriters as soon as practicable an earnings
statement covering a period of at least twelve months beginning with the first
fiscal quarter of the Trust occurring after the effective date of the Initial
Registration Statement (or, if later, the effective date of the Additional
Registration Statement), which shall satisfy the provisions of Section 11(a)
of the Act and Rule 158 of the Commission promulgated thereunder.
(k) During the period beginning on the date hereof and continuing
to and including the Business Day following the Closing Date, the Bank will
not offer, sell, contract to sell or otherwise dispose of any credit card
asset-backed securities of the Bank which are substantially similar to the
Certificates without the prior written consent of each Underwriter or unless
such securities are referenced in the Terms Agreement.
Section 6. Representations and Warranties of the
Underwriters. Each Underwriter represents, warrants, covenants and agrees with
the Bank that:
(a) It either (A) has not provided any potential investor with a
Collateral Term Sheet (that is required to be filed with the Commission within
two business days of first use under the Terms of the Public Securities
Association Letter as described below), or (B) has, substantially
contemporaneously with its first delivery of such Collateral Term Sheet to a
potential investor, delivered such Collateral Term Sheet to the Bank, which
Collateral Term Sheet, if any, is attached to this Agreement as Exhibit B.
(b) It either (A) has not provided any potential investor with a
Structural Term Sheet or Computational Materials, or (B) has provided any such
Structural Term Sheet or Computational Materials to the Bank, which Structural
Term Sheets and Computational Materials, if any, are attached to this
Agreement as Exhibit C.
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Chase Securities Inc.
February 26, 1999
Page 14
(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.
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Chase Securities Inc.
February 26, 1999
Page 15
(g) It has not, and will not, without the prior written consent of
the Bank, provide any Collateral Term Sheets, Structural Term Sheets, Series
Term Sheets or Computational Materials to any investor after the date of this
Agreement.
(h) It has only issued or passed on and shall only issue or pass on
in the United Kingdom any document received by it in connection with the issue
of the Certificates to a person who is of a kind described in Article 11(3) of
the Financial Services Act 1986 (Investment Advertisements)(Exemptions) Order
1996 or who is a person to whom the document may otherwise lawfully be issued
or passed on, it has complied and shall comply with all applicable provisions
of the Financial Services Act 1986 of Great Britain with respect to anything
done by it in relation to the Certificates in, from or otherwise involving the
United Kingdom and if that Underwriter is an authorized person under the
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
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Chase Securities Inc.
February 26, 1999
Page 16
assigned to it in the April 4, 1996 letter of Latham & Watkins on behalf of
Greenwood Trust Company (which letter, and the SEC staff's response thereto,
were publicly available April 5, 1996).
Section 7. Conditions to the Obligations of the
Underwriters. The obligations of the Underwriters to purchase and pay for
Certificates on the Closing Date shall be subject to the accuracy of the
representations and warranties of the Bank contained herein, to the accuracy
of the statements of the Bank made in any certificates pursuant to the terms
hereof, to the performance by the Bank of its obligations hereunder and under
the applicable Terms Agreement and to the following additional conditions:
(a) The Final Prospectus shall have been filed with the Commission
pursuant to Rule 424 in the manner and within the applicable time period
prescribed for such filing by the rules and regulations of the Commission
under the Act and in accordance with Section 5(a) of this Agreement; and, as
of the Closing Date, no stop order suspending the effectiveness of any
Registration Statement shall have been issued, and no proceedings for such
purpose shall have been instituted or threatened by the Commission; and all
requests for additional information from the Commission with respect to any
Registration Statement shall have been complied with to the reasonable
satisfaction of the Representative.
(b) Subsequent to the date of this Agreement, there shall not have
occurred (i) any change, or any development involving a prospective change, in
or affecting particularly the business or properties of the Bank which
materially impairs the investment quality of the Certificates; (ii) any
suspension or material limitation of trading of securities generally on the
New York Stock Exchange or the American Stock Exchange; (iii) a declaration of
a general moratorium on commercial banking activities in New York by either
Federal or New York State authorities; or (iv) any material outbreak or
declaration of hostilities or other calamity or crisis the effect of which on
the financial markets of the United States is such as to make it, in the
judgment of the Representative, impracticable to market the Certificates on
<PAGE>
Chase Securities Inc.
February 26, 1999
Page 17
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 Exhibits 1 through 3, with only
such changes as shall be reasonably satisfactory to the Representative.
(e) The Underwriters shall have received from Skadden, Arps, Slate,
Meagher & Flom LLP, counsel for the Underwriters, one or more opinions, each
dated the Closing Date, with respect to the validity of the Certificates, the
Initial Registration Statement, the Additional Registration Statement (if
any), the Final Prospectus, certain matters of the Uniform Commercial Code, as
adopted in the State of Delaware, and such other related matters as the
Representative may reasonably require, and the Bank shall have furnished to
such counsel such documents as they request for the purpose of enabling them
to pass on such matters.
<PAGE>
Chase Securities Inc.
February 26, 1999
Page 18
(f) At the date of the applicable Terms Agreement and at the
Closing Date, Price Waterhouse LLP (or such other independent public
accountants as shall be named in the applicable Terms Agreement), certified
independent public accountants for the Bank, shall have furnished to the
Underwriters a letter or letters, dated respectively as of the date of the
applicable Terms Agreement and as of the Closing Date confirming that they are
certified independent public accountants within the meaning of the Act and the
Exchange Act, and the respective applicable published rules and regulations
thereunder and substantially in the form heretofore agreed and otherwise in
form and in substance satisfactory to the Representative and counsel for the
Underwriters.
(g) The Underwriters shall receive evidence satisfactory to it
that, on or before the Closing Date, UCC-1 financing statements have been or
are being filed in the office of the Secretary of State of the State of
Delaware, reflecting the interest of the Trustee in the Receivables and the
proceeds thereof.
(h) The Underwriters shall have received from Emmet, Marvin &
Martin, LLP, counsel to the Trustee, an opinion, dated the Closing Date, to
the effect that:
(i) The Trustee has been duly organized and is validly
existing as a banking corporation under the laws of New York and has
the corporate power and authority to conduct business and affairs as
a trustee.
(ii) The Trustee has the corporate power and authority to
perform the duties and obligations of trustee under, and to accept
the trust contemplated by, the Pooling and Servicing Agreement, the
Supplement and the Credit Enhancement Agreement.
(iii) Each of the Pooling and Servicing Agreement, the
Supplement and the Credit Enhancement Agreement has been duly
authorized, executed, and delivered by the Trustee and constitutes a
legal, valid
<PAGE>
Chase Securities Inc.
February 26, 1999
Page 19
and binding obligation of the Trustee enforceable against the Trustee
in accordance with its terms, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a
proceeding in equity or at law).
(iv) The Certificates have been duly executed and
authenticated by the Trustee.
(v) Neither the execution nor the delivery by the Trustee
of the Pooling and Servicing Agreement, the Supplement and the Credit
Enhancement Agreement nor the consummation of any of the transactions
contemplated thereby require the consent or approval of, the giving
of notice to, the registration with, or the taking of any other
action with respect to, any governmental authority or agency under
any existing federal or state law governing the banking or trust
powers of the Trustee.
(vi) The execution and delivery of the Pooling and
Servicing Agreement, the Supplement and the Credit Enhancement
Agreement by the Trustee and the performance by the Trustee of their
respective terms do not conflict with or result in a violation of (x)
any law or regulation of any governmental authority or agency under
any existing federal or state law governing the banking or trust
powers of the Trustee, or (y) the Certificate of Incorporation or
By-laws of the Trustee.
(i) The Underwriters shall be named as recipients or shall have
received reliance letters, if applicable, with respect to any opinions
delivered to the Bank by counsel of the Credit Enhancement Provider, if any.
(j) The Underwriters shall have received evidence satisfactory to
them that the Certificates shall be rated in
<PAGE>
Chase Securities Inc.
February 26, 1999
Page 20
accordance with the applicable Terms Agreement by the Rating Agency.
(k) The Underwriters shall have received a certificate of a Vice
President or other proper officer of the Servicer, dated the Closing Date, in
which such officer, to the best of his or her knowledge, shall state that the
representations and warranties of the Servicer in the Pooling and Servicing
Agreement and the Supplement are true and correct.
(l) All proceedings in connection with the transactions
contemplated by this Agreement and all documents incident hereto shall be
reasonably satisfactory in form and substance to the Underwriters and counsel
for the Underwriters in all material respects and the Underwriters and counsel
for the Underwriters shall have received such information, certificates and
documents as the Underwriters or counsel for the Underwriters may reasonably
request.
If any of the conditions specified in this Section 7 shall not have
been fulfilled in all material respects when and as 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. Section Reimbursement of Underwriters' Expenses.
If the sale of the Certificates provided for herein is not consummated because
any condition to the obligations of the Underwriters set forth in Section 7
(other than the condition set forth in paragraph (b) of Section 7) is not
satisfied, or because of any refusal, inability or failure on the part of the
Bank to perform any agreement herein or comply with any provision hereof other
than by reason of a default by the Underwriters, the Bank
<PAGE>
Chase Securities Inc.
February 26, 1999
Page 21
will reimburse the Underwriter for all out-of-pocket expenses (including
reasonable fees and disbursements of counsel) that shall have been incurred by
it in connection with the proposed purchase and sale of the Certificates and
upon demand the Bank shall pay the full amount thereof to the Representative.
Section 9. (a) Section Indemnification and Contribution. The
Bank agrees to indemnify and hold harmless the Underwriters, each of the
directors thereof, each of the officers who are involved in the Offering and
each person, if any, who controls each Underwriter within the meaning of the
Act against any and all losses, claims, damages or liabilities, joint or
several, to which they or any of them may become subject under the Act, the
Exchange Act or any other federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement as originally filed or in any amendment thereof, or
in any Preliminary Final Prospectus or the Final Prospectus, or in any
amendment thereof or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party for any legal or other
expenses reasonably incurred by it in connection with investigating or
preparing to defend or defending any such loss, claim, damage, liability or
action as such expenses are incurred; provided, however, that (i) the Bank
will not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any such untrue statement
or alleged untrue statement or omission or alleged omission made in any of
such documents in reliance upon and in conformity with written information
furnished to the Bank by or on behalf of the Underwriters specifically for use
therein, and (ii) such indemnity with respect to any Preliminary Final
Prospectus shall not inure to any benefit of any Underwriter (or any person
controlling any of the Underwriters) from whom the person asserting any such
loss, claim, damage or liability purchased the Certificates which are the
subject thereof if such person did not receive a copy of the Final Prospectus
(or the
<PAGE>
Chase Securities Inc.
February 26, 1999
Page 22
Final Prospectus as supplemented) at or prior to the confirmation of
the sale of such Certificates to such person in any case where such delivery
is required by the Act and the untrue statement or omission of a material fact
contained in such Preliminary Final Prospectus was corrected in the Final
Prospectus (or the Final Prospectus as supplemented). This indemnity agreement
will be in addition to any liability which the Bank may otherwise have.
(b) Each Underwriter agrees to indemnify and hold harmless
the Bank, each of the directors thereof, each of the officers who signs a
Registration Statement, and each person who controls the Bank within the
meaning of the Act, to the same extent as the foregoing indemnities from the
Bank to the Underwriters, but only with reference to written information
furnished to the Bank by or on behalf of each Underwriter specifically for use
in the preparation of the documents referred to in the foregoing indemnity.
This indemnity agreement will be in addition to any liability which each
Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under
this Section 9 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 9, notify the indemnifying party in
writing of the commencement 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
<PAGE>
Chase Securities Inc.
February 26, 1999
Page 23
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 Certificates (taking into account
the total proceeds of the offering received by the Bank and the total
underwriting discounts and commissions received by the Underwriters), their
relative knowledge and access to information concerning the matter with
respect to which the claim was asserted, the opportunity to correct and
prevent any statement or omission, and any other equitable considerations
appropriate under the circumstances. The Bank and the Underwriters agree that
it would not be equitable if the amount of such contribution were
<PAGE>
Chase Securities Inc.
February 26, 1999
Page 24
determined by pro rata or per capita allocation. None of the Underwriters nor
any person controlling any Underwriter shall be obligated to make contribution
hereunder which in the aggregate exceeds the total public offering price of
the Certificates purchased by such Underwriter under this Agreement, less the
aggregate amount of any damages which any Underwriter and its controlling
persons have otherwise been required to pay in respect of the same claim or
any substantially similar claim.
Section 10. Default by an Underwriter. If, on the Closing
Date, any Underwriter or Underwriters default in the performance of its or
their obligations under this Agreement, the Representative may make
arrangements for the purchase of such Certificates by other persons
satisfactory to the Bank and the Representative, including any of the
Underwriters, but if no such arrangements are made by the Closing Date, then
each remaining non-defaulting Underwriter shall be severally obligated to
purchase the Certificates which the defaulting Underwriter or Underwriters
agreed but failed to purchase on the Closing Date in the respective
proportions which the principal amount of Certificates set forth opposite the
name of each remaining non-defaulting Underwriter in Schedule I to the Terms
Agreement bears to the aggregate principal amount of Certificates set forth
opposite the names of all the remaining non-defaulting Underwriters in
Schedule I to the Terms Agreement; provided, however, that the remaining
non-defaulting Underwriters shall not be obligated to purchase any of the
Certificates on the Closing Date if the aggregate principal amount of
Certificates which the defaulting Underwriter or Underwriters agreed but
failed to purchase on such date exceeds one-eleventh of the aggregate
principal amount of the Certificates to be purchased on the Closing Date, and
any remaining non-defaulting Underwriter shall not be obligated to purchase in
total more than 110% of the principal amount of the Certificates which it
agreed to purchase on the Closing Date pursuant to the terms of Section 2. If
the foregoing maximums are exceeded and the remaining Underwriters or other
underwriters satisfactory to the Representative and the Bank do not elect to
purchase the Certificates which the defaulting Underwriter or Underwriters
agreed but failed to purchase, this Agreement shall terminate without
liability on the part of any non-defaulting Underwriter or the Bank, except
that
<PAGE>
Chase Securities Inc.
February 26, 1999
Page 25
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 Certificates which a defaulting Underwriter agreed but failed to
purchase.
Section 11. Representations and Indemnities to Survive.
The respective agreements, representations, warranties, indemnities and other
statements of the Bank and of the Underwriters set forth in or made pursuant
to this Agreement will remain in full force and effect, regardless of any
investigation, or statement as to the results thereof, made by or on behalf of
you or the Bank or any of the officers, directors or controlling persons
referred to in Section 9 hereof, and will survive delivery of and payment for
the Certificates. The provisions of Sections 8 and 9 hereof shall survive the
termination or cancellation of this Agreement.
Section 12. Notices. All communication hereunder shall be
in writing and, if sent to the Underwriters will be mailed, delivered or
telecopied and confirmed to them at 270 Park Avenue, New York, New York 10017,
Attention: David A. Howard Jr., Telecopy No: (212) 834-6564; if sent to the
Bank, will be mailed, delivered or telecopied and confirmed to them care of
Chase Manhattan Bank USA, National Association, at 802 Delaware Avenue,
Wilmington, Delaware, 19801, Telecopy No.: (302) 575-5467, Attention: Keith
Schuck, Vice President.
Section 13. 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 Certificates, transfer, deposit or otherwise convey
any Certificates into a trust or other type of special purpose vehicle that
issues securities or other instruments backed in whole or in part by, or that
represents interests in, such Certificates without the prior written consent
of the Bank.
<PAGE>
Chase Securities Inc.
February 26, 1999
Page 26
Section 14. Miscellaneous. This Agreement is to be
governed by, and construed in accordance with, the laws of the State of New
York; it may be executed in two or more counterparts, each of which when so
executed and delivered shall be an original, but all of which together shall
constitute one and the same instrument. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and assigns and the officers and directors and controlling persons
referred to in Section 9 hereof, and no other person shall have any right or
obligation hereunder. This Agreement supersedes all prior agreements and
understandings between the parties relating to the subject matter hereof,
other than those contained in the Terms Agreement executed in connection
herewith. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed
by the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.
Section 15. Effectiveness. This Agreement shall become
effective upon execution and delivery of the applicable Terms Agreement.
<PAGE>
If you are in agreement with the foregoing, please sign the
counterpart hereof and return it to the Bank, whereupon this letter and your
acceptance shall become a binding agreement among the Bank and the
Underwriters.
Very truly yours,
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
By /s/ Keith Schuck
-------------------------
Name: Keith Schuck
Title: Vice President
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
CHASE SECURITIES INC.
as representative of the
Underwriters named in
Schedule I hereto
By /s/ Christopher D. Davis
-------------------------
Name: Christopher D. Davis
Title: Vice President
<PAGE>
EXHIBIT A TO EXHIBIT 4.1
CHASE CREDIT CARD MASTER TRUST
CLASS A FLOATING RATE ASSET BACKED CERTIFICATES, SERIES 1999-1
CLASS B FLOATING RATE ASSET BACKED CERTIFICATES, SERIES 1999-1
TERMS AGREEMENT
Dated: February 26, 1999
To: Chase Manhattan Bank USA, National Association
Re: Underwriting Agreement dated February 26, 1999
Series Designation: Series 1999-1
Underwriters:
The Underwriters named on Schedule I attached hereto are the
"Underwriters" for the purpose of this Agreement and for the purposes of the
above-referenced Underwriting Agreement as such Underwriting Agreement is
incorporated herein and made a part hereof.
Terms of the Certificates:
Initial Invested Interest Rate Price to
Class Amount or Formula Public (1)
- ----- ---------------- ------------- ----------
Class A $750,000,000 LIBOR + 0.16% 100.000%
Class B $ 62,500,000 LIBOR + 0.39% 100.000%
(1) Plus accrued interest at the applicable rate from March 4, 1999.
Distribution Dates: Class A: the 15th day of each month (or if such 15th day
is not a business day the next succeeding business day), commencing April 15,
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 April 15, 1999.
Certificate Ratings:
Class A: AAA by Standard & Poor's
Aaa by Moody's
AAA by Fitch
A-1
<PAGE>
Class B: A by Standard & Poor's
A2 by Moody's
A by Fitch
Credit Enhancement Provider: Westdeutsche Landesbank Girozentrale, New York
Branch
Trustee: The Bank of New York
Pooling and Servicing Agreement: The Second Amended and Restated Pooling and
Servicing Agreement, dated as of September 1, 1996, as amended, between Chase
Manhattan Bank USA, National Association, as Transferor on and after June 1,
1996, The Chase Manhattan Bank, as Transferor prior to June 1, 1996 and as
Servicer, and The Bank of New York, as Trustee, on behalf of the
Certificateholders of Chase Credit Card Master Trust.
Supplement: Series 1999-1 Supplement, dated as of March 4, 1999, between Chase
Manhattan Bank USA, National Association, as Transferor on and after June 1,
1996, The Chase Manhattan Bank, as Transferor prior to June 1, 1996 and as
Servicer, and The Bank of New York, as Trustee, on behalf of the Series 1999-1
Certificateholders.
Purchase Price:
The purchase price payable by the Underwriters for the
Certificates covered by this Agreement will be the following percentage of the
principal amounts to be issued:
Per Class A Certificate: 99.750%
Per Class B Certificate: 99.725%
Registration Statement: Registration No. 333-43173
Underwriting Commissions, Concessions and Discounts:
The Underwriter's discounts and commissions, the concessions
that the Underwriter may allow to certain dealers, and the discounts that such
dealers may reallow to certain other dealers, each expressed as a percentage
of the principal amount of the Class A Certificates and Class B Certificates,
shall be as follows:
<TABLE>
<CAPTION>
Underwriting
Discounts Selling
Class and Concessions Concessions Reallowance
----- --------------- ----------- -----------
<S> <C> <C> <C>
Class A .250% .150% .125%
Class B .275% .165% .125%
</TABLE>
A-2
<PAGE>
Closing Date: March 4, 1999, 10:00 a.m., New York Time
Location of Closing: Simpson Thacher & Bartlett, 425 Lexington Avenue, New
York, New York 10017
Payment for the Certificates: Wire transfer of same day funds
Blue Sky Fees: Up to $25,000
Opinion Modifications: None
Other securities being offered concurrently: None.
Expenses: Notwithstanding Section 5(h) of the Underwriting Agreement, the
Underwriters have agreed to reimburse the Bank for expenses associated with
preparing and printing the Final Prospectus.
A-3
<PAGE>
The Underwriters agree, severally and not jointly, subject
to the terms and provisions of the above referenced Underwriting Agreement
which is incorporated herein in its entirety and made a part hereof, to
purchase the respective principal amounts of the above referenced Series of
Certificates set forth opposite their names on Schedule I hereto.
CHASE SECURITIES INC.
As Representative of
the Underwriters named
in Schedule I hereto
By:__________________
Name:
Title:
Accepted:
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
By:__________________
Name:
Title:
<PAGE>
SCHEDULE I TO EXHIBIT A TO EXHIBIT 4.1
UNDERWRITERS
$750,000,000 Principal Amount of Class A Floating Rate Asset Backed
Certificates, Series 1999-1
Principal Amount
----------------
Chase Securities Inc. $450,000,000
Barclays Capital, Inc. $60,000,000
First Chicago Capital Markets, Inc. $60,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated $60,000,000
Morgan Stanley & Co. Incorporated $60,000,000
Salomon Smith Barney Inc. $60,000,000
------------
Total $750,000,000
============
$62,500,000 Principal Amount of Class B Floating Rate Asset Backed
Certificates, Series 1999-1
Principal Amount
----------------
Chase Securities Inc. $62,500,000
<PAGE>
- -------------------------------------------------------------------------------
EXHIBIT 4.2
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
Transferor on and after June 1, 1996,
THE CHASE MANHATTAN BANK,
Transferor prior to June 1, 1996 and Servicer
and
THE BANK OF NEW YORK,
Trustee
on behalf of the Series 1999-1 Certificateholders
-------------------------------------------------
Series 1999-1 SUPPLEMENT
Dated as of March 4, 1999
to
SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1996
-------------------------------------------------
CHASE CREDIT CARD MASTER TRUST
Series 1999-1
- -------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
Page
SECTION 1. Designation. ..................................... 1
SECTION 2. Definitions ...................................... 2
SECTION 3. Servicing Compensation and
Assignment of Interchange .................... 19
SECTION 4. Reassignment and Transfer Terms .................. 21
SECTION 5. Delivery and Payment for the
Investor Certificates ........................ 21
SECTION 6. Depository; Form of Delivery of
Investor Certificates ........................ 22
SECTION 7. Article IV of Agreement .......................... 22
SECTION 8. Article V of the Agreement ....................... 43
SECTION 9. Series 1999-1 Pay Out Events ..................... 47
SECTION 10. Issuance of Additional Certificates .............. 48
SECTION 11. Series 1999-1 Termination ........................ 49
SECTION 12. Counterparts ..................................... 49
SECTION 13. Governing Law .................................... 49
SECTION 14. No Petition ...................................... 50
SECTION 15. Tax Representation and Covenant .................. 50
SECTION 16. Amendment to Agreement ........................... 50
<PAGE>
Page
----
EXHIBITS
EXHIBIT A-1 Form of Class A Certificate
EXHIBIT A-2 Form of Class B Certificate
EXHIBIT B Form of Monthly Payment Instructions
and Notification to the Trustee
EXHIBIT C Form of Monthly Series 1999-1 Certificateholders'
Statement
SCHEDULE I Schedule to Exhibit C of the Pooling and Servicing
Agreement with respect to the Investor Certificates
ii
<PAGE>
Series 1999-1 SUPPLEMENT, dated as of March 4, 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 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 1999-1 Certificates."
The two classes shall be designated the Class A Floating Rate Asset Backed
Certificates, Series 1999-1 (the "Class A Certificates") and the Class B
Floating Rate Asset Backed Certificates, Series 1999-1 (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
1999-1 (the "Collateral Interest").
(b) Series 1999-1 shall be included in Group One (as
defined below). Series 1999-1 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,
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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 1999-1) which are not expected to be in their revolving
periods, and (c) the initial investor interests (or other amounts specified in
the applicable Supplement) of all other outstanding Series which are not
allocating Shared Principal Collections to other Series and are in their
revolving periods.
"Accumulation Period Length" shall have the meaning assigned
such term in subsection 4.9(i).
"Accumulation Shortfall" shall initially mean zero and shall
thereafter mean, with respect to any Monthly Period during the Controlled
Accumulation Period, the excess, if any, of the Controlled Deposit Amount for
the previous Monthly Period over the amount deposited into the Principal
Funding Account pursuant
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to subsection 4.9(e)(i) with respect to the Class A Certificates for the
previous Monthly Period.
"Additional Certificate Date" shall have the meaning assigned
such term in subsection 10(a).
"Additional Certificates" shall have the meaning assigned
such term in subsection 10(a).
"Adjusted Investor Interest" shall mean, with respect to any
date of determination, an amount equal to the sum of (a) the Class A Adjusted
Investor Interest and (b) the Class B Investor Interest and (c) the Collateral
Interest.
"Aggregate Investor Default Amount" shall mean, with respect
to any Monthly Period, the sum of the Investor Default Amounts in respect of
such Monthly Period.
"Available Investor Principal Collections" shall mean with
respect to any Monthly Period, an amount equal to (a) the Investor Principal
Collections for such Monthly Period, minus (b) the amount of Reallocated
Collateral Principal Collections and Reallocated Class B Principal Collections
with respect to such Monthly Period which pursuant to Section 4.12 are required
to fund the Class A Required Amount and the Class B Required Amount, plus (c)
the amount of Shared Principal Collections that are allocated to Series 1999-1
in accordance with subsection 4.13(b).
"Available Reserve Account Amount" shall mean, with respect
to any Transfer Date, the lesser of (a) the amount on deposit in the Reserve
Account on such date (after taking into account any interest and earnings
retained in the Reserve Account pursuant to subsection 4.15(b) on such date,
but before giving effect to any deposit made or to be made pursuant to
subsection 4.11(i) to the Reserve Account on such date) and (b) the Required
Reserve Account Amount.
"Base Rate" shall mean, with respect to any Monthly Period,
the annualized percentage equivalent of a fraction, the numerator of which is
equal to the sum of the Class A Monthly Interest, the Class B Monthly Interest
(net of any available investment earnings on deposit in the Spread Account (as
defined in the Loan Agreement) for each monthly period), the Collateral Monthly
Interest, each for the related Interest Period, and the Investor Servicing Fee
with respect to such Monthly Period and the denominator of which is the
Investor Interest as of the close of business on the last day of such Monthly
Period.
"Class A Additional Interest" shall have the meaning
specified in Section 4.6(a).
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"Class A Adjusted Investor Interest" shall mean, with respect
to any date of determination, an amount equal to the Class A Investor Interest
minus the Principal Funding Account Balance on such date of determination.
"Class A Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the sum of (a) the Class A Floating
Allocation of the Collections of Finance Charge Receivables allocated to the
Investor Certificates and deposited in the Finance Charge Account for such
Monthly Period (or to be deposited in the Finance Charge Account on the related
Transfer Date with respect to the preceding Monthly Period pursuant to the
third paragraph of subsection 4.3(a) and Section 2.8 of the Agreement and
subsection 3(b) of this Series Supplement), excluding the portion of
Collections of Finance Charge Receivables attributable to Servicer Interchange,
(b) with respect to any Monthly Period during the Controlled Accumulation
Period prior to the payment in full of the Class A Investor Interest, the
Principal Funding Investment Proceeds arising pursuant to subsection 4.14(b),
if any, with respect to the related Transfer Date and (c) the Reserve Draw
Amount (up to the Available Reserve Draw Account Amount) plus any amounts of
interest and earnings described in subsections 4.15(b) and 4.15(d) which will
be deposited into the Finance Charge Account on the related Transfer Date.
"Class A Certificate Rate" shall mean from the Closing Date
through April 14, 1999 and with respect to each Interest Period thereafter, a
per annum rate equal to 0.16% 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
4
<PAGE>
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 $750,000,000.
"Class A Investor Allocation" shall mean, with respect to any
Monthly Period, (a) with respect to Default Amounts and Finance Charge
Receivables at any time and Principal Receivables during the Revolving Period,
the Class A Floating Allocation, and (b) with respect to Principal Receivables
during the Controlled Accumulation Period or Rapid Amortization Period, the
Class A Fixed Allocation.
"Class A Investor Charge-Offs" shall have the meaning
specified in subsection 4.10(a).
"Class A Investor Default Amount" shall mean, with respect to
each Transfer Date, an amount equal to the product of (a) the Aggregate
Investor Default Amount for the related Monthly Period and (b) the Class A
Floating Allocation applicable for the related Monthly Period.
"Class A Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class A Initial Investor Interest,
minus (b) the aggregate amount of principal payments made to Class A
Certificateholders prior to such date and minus (c) the excess, if any, of the
aggregate amount of Class A Investor Charge-Offs pursuant to subsection 4.10(a)
over Class A Investor Charge-Offs reimbursed pursuant to subsection 4.11(b)
prior to such date of determination; provided, however, that the Class A
Investor Interest may not be reduced below zero.
"Class A Monthly Interest" shall have the meaning specified
in subsection 4.6(a).
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"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 May 2004
Distribution Date.
"Class A Servicing Fee" shall have the meaning specified in
subsection 3(a) of this Series Supplement.
"Class B Additional Interest" shall have the meaning
specified in subsection 4.6(b).
"Class B Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the Class B Floating Allocation of the
Collections of Finance Charge Receivables and allocated to the Investor
Certificates and deposited in the Finance Charge Account for such Monthly
Period (or to be deposited in the Finance Charge Account on the related
Transfer Date with respect to the preceding Monthly Period pursuant to the
third paragraph of subsection 4.3(a) of the Agreement and subsection 3(b) of
this Series Supplement), excluding the portion of Collections of Finance Charge
Receivables attributable to Servicer Interchange.
"Class B Certificate Rate" shall mean from the Closing Date
through April 14, 1999, and for each Interest Period thereafter, a per annum
rate equal to 0.39% per annum in excess of LIBOR, as determined on the related
LIBOR Determination Date.
"Class B Certificateholder" shall mean the Person in whose
name a Class B Certificate is registered in the Certificate Register.
"Class B Certificates" shall mean any of the certificates
executed by the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-2 hereto.
"Class B Deficiency Amount" shall have the meaning specified
in subsection 4.6(b).
"Class B Fixed Allocation" shall mean, with respect to any
Monthly Period following the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is
the Class B Investor Interest as of the close of business on the last day of
the Revolving Period and the denominator of which is equal to the Investor
6
<PAGE>
Interest as of the close of business on the last day of the Revolving Period.
"Class B Floating Allocation" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is the Class B Investor Interest as
of the close of business on the last day of the preceding Monthly Period and
the denominator of which is equal to the Adjusted Investor Interest as of the
close of business on such day; provided, however, that, with respect to the
first Monthly Period, the Class B Floating Allocation shall mean the percentage
equivalent of a fraction, the numerator of which is the Class B Initial
Investor Interest and the denominator of which is the Initial Investor
Interest.
"Class B Initial Investor Interest" shall mean the aggregate
initial principal amount of the Class B Certificates, which is $62,500,000.
"Class B Investor Allocation" shall mean, with respect to any
Monthly Period, (a) with respect to Default Amounts and Finance Charge
Receivables at any time or Principal Receivables during the Revolving Period,
the Class B Floating Allocation, and (b) with respect to Principal Receivables
during the Controlled Accumulation Period or Rapid Amortization Period, the
Class B Fixed Allocation.
"Class B Investor Charge-Offs" shall have the meaning
specified in subsection 4.10(b).
"Class B Investor Default Amount" shall mean, with respect to
each Transfer Date, an amount equal to the product of (a) the Aggregate
Investor Default Amount for the related Monthly Period and (b) the Class B
Floating Allocation applicable for the related Monthly Period.
"Class B Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class B Initial Investor Interest,
minus (b) the aggregate amount of principal payments made to Class B
Certificateholders prior to such date, minus (c) the aggregate amount of Class
B Investor Charge-Offs for all prior Transfer Dates pursuant to subsection
4.10(b), minus (d) the amount of the Reallocated Class B Principal Collections
allocated pursuant to subsection 4.12(a) on all prior Transfer Dates for which
the Collateral Interest has not been reduced, minus (e) an amount equal to the
amount by which the Class B Investor Interest has been reduced on all prior
Transfer Dates pursuant to subsection 4.10(a) and plus (f) the aggregate amount
of Excess Spread allocated and available on all prior Transfer Dates pursuant
to subsection 4.11(d), for the purpose of reimbursing amounts deducted pursuant
to the foregoing clauses
7
<PAGE>
(c), (d) and (e); provided, however, that the Class B Investor Interest may not
be reduced below zero.
"Class B Monthly Interest" shall have the meaning specified
in subsection 4.6(b).
"Class B Monthly Principal" shall mean the monthly principal
distributable in respect of the Class B Certificates as calculated in
accordance with subsection 4.7(b).
"Class B Required Amount" shall have the meaning specified in
subsection 4.8(b).
"Class B Scheduled Payment Date" shall mean the June 2004
Distribution Date.
"Class B Servicing Fee" shall have the meaning specified in
subsection 3(a) hereof.
"Closing Date" shall mean March 4, 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
8
<PAGE>
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 $80,357,143.
"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.
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"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, $62,500,000; provided,
however, that if the Accumulation Period Length is determined to be less than
12 months pursuant to subsection 4.9(i), the Controlled Accumulation Amount for
each Transfer Date with respect to the Controlled Accumulation Period prior to
the payment in full of the Class A Investor Interest will be equal to (x) the
Class A Initial Investor Interest divided by (y) the number of Monthly Periods
in the Controlled Accumulation Period as determined pursuant to subsection
4.9(i), and (b) for any Transfer Date with respect to the Controlled
Accumulation Period after payment in full of the Class A Investor Interest, an
amount equal to the Class B Investor Interest as of such Transfer Date.
"Controlled Accumulation Period" shall mean, unless a Pay Out
Event shall have occurred prior thereto, the period commencing at the close of
business on April 30, 2003 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 1999-1 Termination Date.
"Controlled Deposit Amount" shall mean, with respect to any
Transfer Date, the sum of (a) the Controlled Accumulation Amount for such
Transfer Date and (b) any existing Accumulation Shortfall.
"Covered Amount" shall mean, as of the Transfer Date with
respect to any Interest Period, an amount equal to the product of (a) (i) a
fraction, the numerator of which is the actual number of days in such Interest
Period and the denominator of which is 360, times (ii) the Class A Certificate
Rate in effect with respect to such Interest Period, and (b) the Principal
Funding Account Balance as of the close of business on the Distribution Date
preceding such Transfer Date (after giving effect to all of the transactions
occurring on such date).
10
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"Credit Enhancement" shall mean (a) with respect to the Class
A Certificates, the subordination of the Class B Certificates and the
Collateral Interest, and (b) with respect to the Class B Certificates, the
subordination of the Collateral Interest.
"Credit Enhancement Provider" shall mean the Collateral
Interest Holder.
"Cumulative Series Principal Shortfall" shall mean the sum of
the Series Principal Shortfalls (as such term is defined in each of the related
Series Supplements) for each Series.
"Daily Principal Shortfall" shall mean, on any date of
determination, the excess of the Monthly Principal Payment for the Monthly
Period relating to such date over the month to date amount of Collections
processed in respect of Principal Receivables for such Monthly Period allocable
to investor certificates of all outstanding Series, not subject to
reallocation, which are on deposit or to be deposited in the Principal Account
on such date.
"Deficiency Amount" shall mean, at any time of determination,
the sum of the Class A Deficiency Amount and the Class B Deficiency Amount.
"Distribution Date" shall mean April 15, 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
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numerator of which is the Investor Interest as of the close of business on the
last day of the Revolving Period and the denominator of which is the greater of
(a) the sum of (i) the aggregate amount of Principal Receivables in the Trust
determined as of the close of business on the last day of the prior Monthly
Period and (ii) the Excess Funding Amount as of the close of business on such
last day of the prior Monthly Period and (b) the sum of the numerators used to
calculate the Investor Percentages (as such term is defined in the Agreement)
for allocations with respect to Principal Receivables for all outstanding
Series on such date of determination; provided, however, that with respect to
any Monthly Period in which an Addition Date occurs or in which a Removal Date
occurs, the amount determined pursuant to clause (a)(i) hereof shall be the sum
of (A) the aggregate amount of Principal Receivables in the Trust as of the
close of business on the last day of the prior Monthly Period for the period
from and including the first day of such Monthly Period to but excluding the
related Addition Date or Removal Date and (B) the aggregate amount of Principal
Receivables in the Trust as of the beginning of the day on the related Addition
Date or Removal Date after adjusting for the aggregate amount of Principal
Receivables added to or removed from the Trust on the related Addition Date or
Removal Date, for the period from and including the related Addition Date or
Removal Date to and including the last day of such Monthly Period.
"Floating Investor Percentage" shall mean, with respect to
any Monthly Period, the percentage equivalent of a fraction, the numerator of
which is the Adjusted Investor Interest as of the close of business on the last
day of the prior Monthly Period (or with respect to the first Monthly Period,
the Initial Investor Interest) and the denominator of which is the greater of
(a) the sum of (i) the aggregate amount of Principal Receivables as of the
close of business on the last day of the prior Monthly Period (or with respect
to the first calendar month in the first Monthly Period, the aggregate amount
of Principal Receivables in the Trust as of the close of business on the day
immediately preceding the Closing Date, and with respect to the second calendar
month in the first Monthly Period, the aggregate amount of Principal
Receivables as of the close of business on the last day of the first calendar
month in the first Monthly Period) and (ii) the Excess Funding Amount as of the
close of business on such last day of the prior Monthly Period and (b) the sum
of the numerators used to calculate the Investor Percentages (as such term is
defined in the Agreement) for allocations with respect to Finance Charge
Receivables, Default Amounts or Principal Receivables, as applicable, for all
outstanding Series on such date of determination; provided, however, that with
respect to any Monthly Period in which an Addition Date occurs or in which a
Removal Date occurs, the amount determined pursuant to clause (a)(i) hereof
shall be the sum of (A) the aggregate amount of
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Principal Receivables in the Trust as of the close of business on the last day
of the prior Monthly Period for the period from and including the first day of
such Monthly Period to but excluding the related Addition Date or Removal Date
and (B) the aggregate amount of Principal Receivables in the Trust as of the
beginning of the day on the related Addition Date or Removal Date after
adjusting for the aggregate amount of Principal Receivables added to or removed
from the Trust on the related Addition Date or Removal Date, for the period
from and including the related Addition Date or Removal Date to and including
the last day of such Monthly Period.
"Group One" shall mean Series 1999-1 and each other Series
specified in the related Supplement to be included in Group One.
"Initial Investor Interest" shall mean $892,857,143;
provided, however, that following the issuance of any Additional Certificates
pursuant to Section 10 hereof "Initial Investor Interest" shall mean the sum of
$892,857,143 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.
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"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 March 2, 1999 for the
period from the Closing Date through April 14, 1999, and the second London
Business Day prior to the commencement of the second and each subsequent
Interest Period.
"Loan Agreement" shall mean the agreement among the
Transferor, the Servicer, the Trustee, and the Collateral Interest Holder,
dated as of the Closing Date, as amended or modified from time to time.
"London Business Day" shall mean any Business Day on which
dealings in deposits in United States dollars are transacted in the London
interbank market.
"Minimum Transferor Interest Percentage" shall mean 7%.
"Monthly Period" shall have the meaning specified in the
Agreement, except that the first Monthly Period with respect to the Investor
Certificates shall begin on and include the Closing Date and shall end on and
include March 31, 1999.
"Monthly Principal Payment" shall mean with respect to any
Monthly Period, for all Series (including Series 1999-1) which are in an
Amortization Period or Accumulation Period (as
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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
1999-1 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
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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 1999-1 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
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Transfer Date and (b) the Investor Percentage with respect to
the Monthly Period relating to such Transfer Date and (c) the amount of
Collections of Principal Receivables with respect to the Monthly Period
relating to such Transfer Date; provided however, that such amount shall not
exceed the 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,
$80,357,143 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
$26,785,714; 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.
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"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 1999-1.
"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
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(a) the day the Controlled Accumulation Period commences and (b) the Pay Out
Commencement Date.
"Series 1999-1" shall mean the Series of the Chase Credit
Card Master Trust represented by the Investor Certificates.
"Series 1999-1 Certificateholders" shall mean the holder of
record of a Series 1999-1 Certificate.
"Series 1999-1 Certificates" shall mean the Class A
Certificates and the Class B Certificates.
"Series 1999-1 Pay Out Event" shall have the meaning
specified in Section 9 hereof.
"Series 1999-1 Termination Date" shall mean the earliest to
occur of (a) the Distribution Date on which the Investor Interest is paid in
full, (b) the September 2006 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 1999-1
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
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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 1999-1 Certificates.
"Shared Principal Collections" shall mean either (a) the
amount allocated to the Investor Certificates which may be applied to the
Series Principal Shortfall with respect to other outstanding Series or (b) the
amounts allocated to the investor certificates of other Series which the
applicable Supplements for such Series specify are to be treated as "Shared
Principal Collections" and which may be applied to cover the Series Principal
Shortfall with respect to the Investor Certificates.
"Telerate Page 3750" shall mean the display page currently so
designated on the Dow Jones Telerate Service (or such other page as may replace
that page on that service for the purpose of displaying comparable rates or
prices).
SECTION 3. Servicing Compensation and Assignment of
Interchange. (a) The share of the Servicing Fee allocable to Series 1999-1 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 March 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
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Allocation, (ii) a fraction, the numerator of which is the number of days from
and including the Closing Date to and including the last day of the March 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 March 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 March 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
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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 1999-1 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 1999-1 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
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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).
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(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
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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 (E) the aggregate amount of
Collections processed in respect of Finance Charge
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Receivables on such Date of Processing to be applied in accordance
with Section 4.9.
(ii) (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
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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 Iterest.
(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 April 14, 1999;
provided, further, that in addition to Class A Monthly Interest an amount equal
to the amount of any unpaid Class A Deficiency Amounts, as defined below, plus
an amount equal to the product of (A) (1) a fraction, the numerator of which is
the actual number of days in the related Interest Period and the denominator of
which is 360, times (2) the sum of the Class A Certificate Rate in effect with
respect to the related Interest Period, plus 2% per annum, and (B) any Class A
Deficiency Amount from the prior Transfer Date, as defined below (or the
portion thereof which has not theretofore been paid to Class A
Certificateholders) (the "Class A Additional Interest") shall also be
distributable to the Class A Certificates, and on such Transfer Date the
Trustee shall deposit such funds, to the extent available, into the
Distribution Account. The "Class A Deficiency Amount" for any Transfer Date
shall be equal to the excess, if any, of the aggregate amount accrued pursuant
to this
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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 April 14, 1999;
provided, further, that in addition to the Class B Monthly Interest an amount
equal to the amount of any unpaid Class B Deficiency Amounts, as defined below,
plus an amount equal to the product of (A) (1) a fraction, the numerator of
which is the actual number of days in the related Interest Period and the
denominator of which is 360, times (2) the sum of the Class B Certificate Rate
in effect with respect to the related Interest Period, plus 2% per annum, and
(B) any Class B Deficiency Amount from the prior Transfer Date, as defined
below (or the portion thereof which has not theretofore been paid to Class B
Certificateholders) (the "Class B Additional Interest") shall also be
distributable to the Class B Certificates, and on such Transfer Date the
Trustee shall deposit such funds, to the extent available, into the
Distribution Account. The "Class B Deficiency Amount" for any Transfer Date
shall be equal to the excess, if any, of the aggregate amount accrued pursuant
to this subsection 4.6(b) as of the prior Interest Period over the amount
actually transferred to the Distribution Account for payment of such amount.
(c) The amount of monthly interest distributable to the
Collateral Interest, which shall be an amount equal to the product of (i) (A) a
fraction, the numerator of which is the actual number of days in the related
Interest Period and the denominator of which is 360, times (B) the Collateral
Rate in effect with respect to the related Interest Period, and (ii) the
Collateral Interest determined as of the close of business on the Distribution
Date preceding the related Transfer Date (after giving effect to all of the
transactions occurring on such date) (the "Collateral Monthly Interest");
provided, however, that for the purposes of determining Collateral Monthly
Interest only, the Collateral Rate shall not exceed a per annum rate of 1.5% in
excess of LIBOR as determined on the related LIBOR Determination Date.
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SECTION 4.7 Determination of Monthly Principal.
(a) The amount of monthly principal distributable from the
Principal Account with respect to the Class A Certificates on each Transfer
Date ("Class A Monthly Principal"), beginning with the Transfer Date in the
month following the month in which the Controlled Accumulation Period or, if
earlier, the Rapid Amortization Period, begins, shall be equal to the least of
(i) the Available Investor Principal Collections on deposit in the Principal
Account with respect to such Transfer Date, (ii) for each Transfer Date with
respect to the Controlled Accumulation Period prior to the Class A Scheduled
Payment Date, the Controlled Deposit Amount for such Transfer Date and (iii)
the Class A Adjusted Investor Interest on such Transfer Date prior to any
deposit into the Principal Funding Account to be made on such day.
(b) The amount of monthly principal distributable from the
Principal Account with respect to the Class B Certificates on each Transfer
Date (the "Class B Monthly Principal"), for the Controlled Accumulation Period,
beginning with the Transfer Date following the Monthly Period in which the
Class A Investor Interest has been paid in full, and during the Rapid
Amortization Period, beginning with the Transfer Date immediately preceding the
Distribution Date on which the Class A Investor Interest has been paid in full,
shall be an amount equal to the lesser of (i) the Available Investor Principal
Collections on deposit in the Principal Account with respect to such Transfer
Date (minus the portion of such Available Investor Principal Collections
applied to Class A Monthly Principal on such Transfer Date) and (ii) the Class
B Investor Interest (after taking into account any adjustments to be made on
such Transfer Date pursuant to Sections 4.10 and 4.12) on such Transfer Date.
(c) The amount of monthly principal (the "Collateral
Monthly Principal") distributable from the Principal Account with respect to
the Collateral Interest on each Transfer Date shall be (A) during the Revolving
Period following any reduction of the Required Collateral Interest pursuant to
clause (z) of the proviso in the definition thereof an amount equal to the
lesser 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
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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 Converage 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 1999-1 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 1999-1
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
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Shared Excess Finance Charge Collections allocable to Series 1999-1 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:
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(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
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Investor Principal Collections, shall remain in the Principal Account
to be treated as Shared Principal Collections and applied to Series
other than this Series 1999-1; 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 1999-1 Termination Date, in which
case on the Series 1999-1 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
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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 1999-1; 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:
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(i) an amount equal to the lesser of such amount on deposit
in the Distribution Account and the Class A Investor Interest shall be
paid to the Class A Certificateholders; and
(ii) for each Distribution Date with respect to the Rapid
Amortization Period and on the Class B Scheduled Payment Date, after
giving effect to the distributions referred to in clause (i) above, an
amount equal to the lesser of such amount on deposit in the
Distribution Account and the Class B Investor Interest shall be paid
to the Class B Certificateholders.
(i) The Controlled Accumulation Period is scheduled to
commence at the close of business on April 30, 2003; 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 February 2003 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
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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
1999-1 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 1999-1 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 1999-1 allocated
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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
1999-1 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 1999-1 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;
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(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.
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To the extent of the Finance Charge Shortfall, if any,
following the application on each Transfer Date of Shared Excess Spread as
described above, the servicer shall instruct the Trustee in writing (which
writing shall be substantially in the form of Exhibit B hereto) to apply Shared
Excess Finance Charge Collections with respect to Group One allocable to Series
1999-1 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
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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 1999-1 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 1999-1
with respect to any Transfer Date shall mean an amount equal to the Series
Principal Shortfall, if any, with respect to Series 1999-1 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 1999-1 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 1999-1 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
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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
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<PAGE>
dominion and control of the Trustee for the benefit of the Investor
Certificateholders. If at any time the institution holding the Reserve Account
ceases to be an Eligible Deposit Account, the Transferor shall notify the
Trustee, and the Trustee upon being notified (or the Servicer on its behalf)
shall, within 10 Business Days, establish a new Reserve Account meeting the
conditions specified in the definition of Eligible Deposit Account, and shall
transfer any cash or any investments to such new Reserve Account. The Trustee,
at the direction of the Servicer, shall (i) make withdrawals from the Reserve
Account from time to time in an amount up to the Available Reserve Account
Amount at such time, for the purposes set forth in this Series Supplement, and
(ii) on each Transfer Date (from and after the Reserve Account Funding Date)
prior to termination of the Reserve Account make a deposit into the Reserve
Account in the amount specified in, and otherwise in accordance with,
subsection 4.11(i).
(b) Funds on deposit in the Reserve Account shall be
invested at the direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Reserve Account on any Transfer Date,
after giving effect to any withdrawals from the Reserve Account on such
Transfer Date, shall be invested in such investments that will mature so that
such funds will be 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
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<PAGE>
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
1999-1 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
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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 1999-1 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:
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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 1999-1 Certificateholders'
Statement.
(a) On or before each Distribution Date, the Trustee shall
forward to each Series 1999-1 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
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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;
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(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 1999-1 Certificateholder, a statement prepared by the
Servicer containing the information required to be contained in the
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regular monthly report to Series 1999-1 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 1999-1
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 1999-1 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 1999-1 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 1999-1 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
1999-1, and continues to affect materially and adversely the interests of the
Series 1999-1 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 1999-1, and (ii) as a
result of which the interests of the
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Series 1999-1 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 1999-1 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 1999-1 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 1999-1 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 1999-1 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 1999-1 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.
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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 1999-1 Termination. The right of the
Investor Certificateholders to receive payments from the
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Trust will terminate on the first Business Day following the Series 1999-1
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 1999-1 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
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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
1999-1 Certificates each Investor Certificateholder shall be deemed to have
consented that The Chase Manhattan Bank shall be replaced as Servicer with The
Chase Manhattan Bank USA, National Association, as a successor servicer
pursuant to an amendment of the Agreement to be executed at such time as shall
be agreed to by the parties thereto.
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IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this Series 1999-1 Supplement to be duly executed by their
respective officers as of the day and year first above written.
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
Transferor on and after June 1, 1996
By: /s/ Keith Schuck
--------------------------------------
Name: Keith Schuck
Title: Vice President
THE CHASE MANHATTAN BANK,
Transferor prior to June 1, 1996 and
Servicer
By: /s/ Patrick Margey
--------------------------------------
Name: Patrick Margey
Title: Vice President
THE BANK OF NEW YORK,
Trustee
By: /s/ Erwin Soriano
--------------------------------------
Name: Erwin Soriano
Title: Assistant Treasurer
<PAGE>
EXHIBIT A-1
TO EXHIBIT 4.2
FORM OF CERTIFICATE
CLASS A
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, OR ITS
AGENT FOR REGISTRATION OF TRANSFER, 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.
A-1-1
<PAGE>
No. $
----- -----
CUSIP NO.16151PBC0
CHASE CREDIT CARD MASTER TRUST
CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1999-1
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of MasterCard(R) and VISA(R)1 credit card receivables generated or
acquired by Chase Manhattan Bank USA, National Association ("Chase USA") and
other assets and interests constituting the Trust under the Pooling and
Servicing Agreement described below.
(Not an interest in or obligation of
Chase USA
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class A
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 1999-1
Supplement dated as of March 4, 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.
The Series 1999-1 Certificates are issued in two classes, the
Class A Certificates (of which this certificate is one) and the Class B
Certificates, which are subordinated to the
- --------
MasterCard(Registered) and VISA(Registered) are federally registered
servicemarks of MasterCard International Inc. and of Visa U.S.A., Inc.,
respectively.
A-1-2
<PAGE>
Class A Certificates in certain rights of payment as described herein and in
the Pooling and Servicing Agreement.
The Transferor has structured the Pooling and Servicing
Agreement and the Series 1999-1 Certificates with the intention that the Series
1999-1 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 1999-1 Certificateholder (or Series 1999-1 Certificate Owner)
by acceptance of its Series 1999-1 Certificate (or in the case of a Series
1999-1 Certificate Owner, by virtue of such Series 1999-1 Certificate Owner's
acquisition of a beneficial interest therein), agrees to treat and to take no
action inconsistent with the treatment of the Series 1999-1 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 1999-1 Certificateholder agrees that it will
cause any Series 1999-1 Certificate Owner acquiring an interest in a Series
1999-1 Certificate through it to comply with the Pooling and Servicing
Agreement as to treatment of the Series 1999-1 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 1999-1" (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 1999-1" (the "Class B
Certificates"), which represent an Undivided Interest in the Trust subordinate
to the Class A Certificates, and the "Collateral Interest, Series 1999-1" (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
A-1-3
<PAGE>
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
$750,000,000, the Class B Initial Investor Interest is $62,500,000 and the
Collateral Initial Interest is $80,357,143.
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.
A-1-4
<PAGE>
Interest will accrue on the Class A Certificates from the
Closing Date through April 14, 1999, and with respect to each Interest Period
thereafter, at the rate of LIBOR plus 0.16% per annum, as more specifically set
forth in the Pooling and Servicing Agreement (the "Class A Certificate Rate"),
and will be distributed on April 15, 1999 and on the 15th day of each calendar
month thereafter, or if such day is not a Business Day, on the next succeeding
Business Day (a "Distribution Date"), to the Class A Certificateholders of
record as of the last Business Day of the calendar month preceding such
Distribution Date (the "Record Date"). During the Rapid Amortization Period, in
addition to Class A Monthly Interest, Class A Monthly Principal will be
distributed to the Class A Certificateholder on each Distribution Date until
the Class A Certificates have been paid in full. During the Controlled
Accumulated Period, in addition to monthly payments of Class A Monthly
Interest, the amount on deposit in the Principal Funding Account will be
distributed as principal to the Class A Certificateholders on the May 2004
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 1999-1 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 April 14, 1999; and (y) amounts up to the Class B Monthly Interest
followed by the Collateral Monthly Interest, in the actual amounts and manner
described in the Pooling and Servicing Agreement.
A-1-5
<PAGE>
On each Transfer Date, the Trustee shall apply the Class A
Available Funds withdrawn from the Finance Charge Account, as required by the
Pooling and Servicing Agreement, in the following order of priority: (i) an
amount equal to the Class A Monthly Interest for such Transfer Date, plus the
amount of any Class A Deficiency Amount for such Transfer Date, plus the amount
of any Class A Additional Interest for such Transfer Date, (ii) an amount equal
to the Class A Servicing Fee for such Transfer Date plus the amount of any
Class A Servicing Fee due but not paid on any prior Transfer Date and (iii) an
amount equal to the Class A Investor Default Amount, if any, for the preceding
Monthly Period. The Trustee on each Transfer Date shall apply the Class B
Available Funds withdrawn from the Finance Charge Account as required by the
Pooling and Servicing Agreement in the following order of priority: (i) the
Class B Monthly Interest for such Transfer Date, plus the amount of any Class B
Deficiency Amount for such Transfer Date, plus the amount of any Class B
Additional Interest for such Transfer Date, and (ii) the Class B Servicing Fee
for such Transfer Date plus the amount of any Class B Servicing Fee due but not
paid on any prior Transfer Date. The balance of the amount withdrawn from the
Finance Charge Account allocable to the Series 1999-1 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.
A-1-6
<PAGE>
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 1999-1 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 1999-1 Certificateholder of record appearing in the
Certificate Register and except for the final distribution in respect of this
Series 1999-1 Certificate, without the presentation or surrender of this Series
1999-1 Certificate or the making of any notation thereon; provided, however,
that with respect to Series 1999-1 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 1999-1 Certificates nor the Accounts or Receivables are insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency. This Series 1999-1 Certificate is limited in right of
payment to certain collections respecting the Receivables, all as more
specifically set forth hereinabove and in the Pooling and Servicing Agreement.
The Transfer of this Class A Certificate shall be registered
in the Certificate Register upon surrender of this agency maintained by the
Transfer Agent and Registrar accompanied by a written instrument of transfer in
a form satisfactory to the Trustee and the Transfer Agent and Registrar duly
executed by the Class A Certificateholder or such Class A Certificateholder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Class A Certificates of authorized denominations and for
A-1-7
<PAGE>
the same aggregate Undivided Interests will be issued to the designated
transferee or transferees.
The Servicer, the Trustee and the Transfer Agent and
Registrar, and any agent of any of them, may treat the Person in whose name
this Class A Certificate is registered as the owner hereof for all purposes,
and neither the Servicer, the Trustee, the Paying Agent, the Transfer Agent and
Registrar, nor any agent of any of them or of any such agent shall be affected
by notice to the contrary except in certain circumstances described in the
Pooling and Servicing Agreement.
The Pooling and Servicing Agreement provides that the right
of the Series 1999-1 Certificateholders to receive payment from the Trust will
terminate on the first Business Day following the Series 1999-1 Termination
Date. Upon the termination of the Trust pursuant to Section 12.1 of the Pooling
and Servicing Agreement, the Trustee shall assign and convey to the Holder of
the Transferor Certificate (without recourse, representation or warranty) all
right, title and interest of the Trust in the Receivables, whether then
existing or thereafter created, and all proceeds of such Receivables and
Insurance Proceeds relating to such Receivables. The Trustee shall execute and
deliver such instruments of transfer and assignment, in each case without
recourse, as shall be prepared by the Servicer reasonably requested by the
Holder of the Transferor Certificate to vest in such Holder all right, title
and interest which the Trustee had in the Receivables.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Class A
Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement, or be valid for any purpose.
A-1-8
<PAGE>
IN WITNESS WHEREOF, Chase Manhattan Bank USA, National
Association, has caused this Class A Certificate to be duly executed.
By:
--------------------------------
Authorized Officer
Dated:
A-1-9
<PAGE>
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates of Chase Credit Card
Master Trust, Series 1999-1, referred to in the within-mentioned Pooling and
Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By:
----------------------------
Authorized Signatory
Dated:
<PAGE>
EXHIBIT A-2
TO EXHIBIT 4.2
FORM OF CERTIFICATE
CLASS B
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, THAT UNLESS SUCH
PURCHASER, AT ITS EXPENSE, DELIVERS TO THE TRUSTEE, THE SERVICER AND
THE TRANSFEROR AN OPINION OF COUNSEL SATISFACTORY TO THEM TO THE
EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY SUCH
PURCHASER WILL NOT RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO
BE "ASSETS OF THE BENEFIT PLAN" OR SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA")AND THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE") AND WILL NOT SUBJECT THE TRUSTEE, THE TRANSFEROR
OR THE SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN
THE POOLING AND SERVICING AGREEMENT, SUCH PURCHASER IS NOT (I) AN
EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) ERISA) THAT IS
SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED
IN SECTION 4975(E)(1) OF THE CODE, OR (III) AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE
ENTITY.
A-2-1
<PAGE>
No. $
------ ---------
CUSIP NO.16151PBD8
CHASE CREDIT CARD MASTER TRUST
CLASS B FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1999-1
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of MasterCard(Registered) and VISA(Registered)1 credit card
receivables generated or acquired by Chase Manhattan Bank USA, National
Association ("Chase USA"), and other assets and interests constituting the Trust
under the Pooling and Servicing Agreement described below.
(Not an interest in or obligation of
Chase USA
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class 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 1999-1
Supplement dated as of March 4, 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.
The Series 1999-1 Certificates are issued in two classes, the
Class A Certificates and the Class B Certificates (of which this certificate is
one), which are subordinated to the Class A Certificates in certain rights of
payment as described herein and in the Pooling and Servicing Agreement.
- ---------------
MasterCard(Registered) and VISA(Registered) are federally registered
servicemarks of MasterCard International Inc. and of Visa U.S.A., Inc.,
respectively.
A-2-2
<PAGE>
The Transferor has structured the Pooling and Servicing
Agreement and the Series 1999-1 Certificates with the intention that the Series
1999-1 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 1999-1 Certificateholder (or Series 1999-1 Certificate Owner)
by acceptance of its Series 1999-1 Certificate (or in the case of a Series
1999-1 Certificate Owner, by virtue of such Series 1999-1 Certificate Owner's
acquisition of a beneficial interest therein), agrees to treat and to take no
action inconsistent with the treatment of the Series 1999-1 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 1999-1 Certificateholder agrees that it will
cause any Series 1999-1 Certificate Owner acquiring an interest in a Series
1999-1 Certificate through it to comply with the Pooling and Servicing
Agreement as to treatment of the Series 1999-1 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 1999-1" (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 1999-1" (the "Class A
Certificates"), which represent an Undivided Interest in the Trust senior to
the Class B Certificates, and the "Collateral Interest, Series 1999-1" (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
A-2-3
<PAGE>
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 $750,000,000, the Class B Initial Investor Interest is
$62,500,000 and the Collateral Initial Interest is $80,357,143.
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 April 14, 1999 and with respect to each Interest Period
thereafter, at the rate of LIBOR plus 0.39% per
A-2-4
<PAGE>
annum, as more specifically set forth in the Pooling and Servicing Agreement
(the "Class B Certificate Rate"), and will be distributed on April 15, 1999 and
on the 15th day of each calendar month thereafter, or if such day is not a
Business Day, on the next succeeding Business Day (a "Distribution Date"), to
the Class B Certificateholders of record as of the last Business Day of the
calendar month preceding such Distribution Date (the "Record Date"). Class B
Monthly Principal will be distributed to the Class B Certificateholder (i)
during the Rapid Amortization Period, in addition to Class B Monthly Interest,
on each Distribution Date until the Class B Certificates have been paid in full
or (ii) during the Controlled Accumulated Period following the payment in full
of the Class A Investor Interest, on the June 2004 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 1999-1 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 April 14, 1999;
and (Z) amounts up to the Collateral Monthly Interest, in the actual amounts
and manner described in the Pooling and Servicing Agreement.
On each Transfer Date, the Trustee shall apply the Class A
Available Funds withdrawn from the Finance Charge Account, as required by the
Pooling and Servicing Agreement, in the following order of priority: (i) an
amount equal to the Class A Monthly Interest for such Transfer Date, plus the
amount of any Class A Deficiency Amount for such Transfer Date, plus the amount
A-2-5
<PAGE>
of any Class A Additional Interest for such Transfer Date, (ii) an amount equal
to the Class A Servicing Fee for such Transfer Date plus the amount of any
Class A Servicing Fee due but not paid on any prior Transfer Date and (iii) an
amount equal to the Class A Investor Default Amount, if any, for the preceding
Monthly Period. The Trustee on each Transfer Date shall apply the Class B
Available Funds withdrawn from the Finance Charge Account as required by the
Pooling and Servicing Agreement in the following order of priority: (i) the
Class B Monthly Interest for such Transfer Date, plus the amount of any Class B
Deficiency Amount for such Transfer Date, plus the amount of any Class B
Additional Interest for such Transfer Date, and (ii) the Class B Servicing Fee
for such Transfer Date plus the amount of any Class B Servicing Fee due but not
paid on any prior Transfer Date. The balance of the amount withdrawn from the
Finance Charge Account allocable to the Series 1999-1 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
A-2-6
<PAGE>
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 1999-1 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 1999-1 Certificateholder of record appearing in the
Certificate Register and except for the final distribution in respect of this
Series 1999-1 Certificate, without the presentation or surrender of this Series
1999-1 Certificate or the making of any notation thereon; provided, however,
that with respect to Series 1999-1 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 1999-1 Certificates nor the Accounts or Receivables are insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency. This Series 1999-1 Certificate is limited in right of
payment to certain collections respecting the Receivables, all as more
specifically set forth hereinabove and in the Pooling and Servicing Agreement.
The Transfer of this Class B Certificate shall be registered
in the Certificate Register upon surrender of this agency maintained by the
Transfer Agent and Registrar accompanied by a written instrument of transfer in
a form satisfactory to the Trustee and the Transfer Agent and Registrar duly
executed by the Class B Certificateholder or such Class B Certificateholder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Class B Certificates of authorized denominations and for the same aggregate
Undivided Interests will be issued to the designated transferee or transferees.
The Servicer, the Trustee and the Transfer Agent and
Registrar, and any agent of any of them, may treat the Person in whose name
this Class B Certificate is registered as the owner hereof for all purposes,
and neither the Servicer, the Trustee,
A-2-7
<PAGE>
the Paying Agent, the Transfer Agent and Registrar, nor any agent of any of
them or of any such agent shall be affected by notice to the contrary except in
certain circumstances described in the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement provides that the right
of the Series 1999-1 Certificateholders to receive payment from the Trust will
terminate on the first Business Day following the Series 1999-1 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.
A-2-8
<PAGE>
IN WITNESS WHEREOF, Chase Manhattan Bank USA, National
Association, has caused this Class B Certificate to be duly executed.
By:
----------------------
Authorized Officer
Dated:
A-2-9
<PAGE>
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates of Chase Credit Card
Master Trust, Series 1999-1, referred to in the within-mentioned Pooling and
Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By:
-------------------------
Authorized Signatory
Dated:
<PAGE>
EXHIBIT B
TO EXHIBIT 4.2
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION
TO THE TRUSTEE
THE CHASE MANHATTAN BANK
CHASE CREDIT CARD MASTER TRUST SERIES 1999-1
MONTHLY PERIOD ENDING __________ __, ____
Capitalized terms used in this notice have their respective meanings set forth
in the Pooling and Servicing Agreement. References herein to certain sections
and subsections are references to the respective sections and subsections of the
Pooling and Servicing Agreement as supplemented by the Series 1999-1 Supplement.
This notice is delivered pursuant to Section 4.9.
A) The Chase Manhattan Bank ("Chase") is the Servicer
under the Pooling and Servicing Agreement.
B) The undersigned is a Servicing Officer.
C) The date of this notice is on or before the related
Transfer Date under the Pooling and Servicing Agreement.
I. INSTRUCTION TO MAKE A WITHDRAWAL
Pursuant to Section 4.9, the Servicer does hereby instruct the Trustee (i) to
make withdrawals from the Finance Charge Account, the Principal Account, the
Principal Funding Account and the Distribution Account on ________ __, ____,
which date is a Transfer Date under the Pooling and Servicing Agreement, in
aggregate amounts set forth below in respect of the following amounts and (ii)
to apply the proceeds of such withdrawals in accordance with subsection 3(a) of
the Series 1999-1 Supplement and Section 4.9 of the Pooling and Servicing
Agreement:
A. Pursuant to subsection 3(a) of the Series 1999-1 Supplement:
1. Servicer Interchange $_________
B. Pursuant to subsection 4.9(a)(i):
1. Class A Monthly Interest at the Class A
Certificate Rate on the Class A Investor
Interest $_________
2. Class A Deficiency Amount $_________
3. Class A Additional Interest $_________
<PAGE>
C. Pursuant to subsection 4.9(a)(ii):
1. Class A Servicing Fee $_________
2. Accrued and unpaid Class A Servicing Fee $_________
D. Pursuant to subsection 4.9(a)(iii):
1. Class A Investor Default Amount $_________
E. Pursuant to subsection 4.9(a)(iv):
1. Portion of Excess Spread from Class A
Available Funds to be allocated and
distributed as provided in Section 4.11 $_________
F. Pursuant to subsection 4.9(b)(i):
1. Class B Monthly Interest at the Class B
Certificate Rate on the Class B Investor
Interest $_________
2. Class B Deficiency Amount $_________
3. Class B Additional Interest $_________
G. Pursuant to subsection 4.9(b)(ii):
1. Class B Servicing Fee $_________
2. Accrued and unpaid Class B Servicing Fee $_________
H. Pursuant to subsection 4.9(b)(iii):
1. Portion of Excess Spread from Class B
Available Funds to be allocated and
distributed as provided in Section 4.11 $_________
I. Pursuant to subsection 4.9(c)(i):
1. Collateral Interest Servicing Fee, if
applicable $_________
2. Accrued and unpaid Collateral Interest
Servicing Fee, if applicable $_________
J. Pursuant to subsection 4.9(c)(ii):
1. Portion of Excess Spread from Collateral
Available Funds to be allocated and
distributed as provided in Section 4.11 $_________
B-2
<PAGE>
K. Pursuant to subsection 4.9(d)(i):
1. Collateral Monthly Principal, if any,
applied in accordance with the Loan
Agreement $_________
L. Pursuant to subsection 4.9(d)(ii):
1. Amount to be treated as Shared Principal
Collections $_________
M. Pursuant to subsection 4.9(d)(iii):
1. Amount to be paid to the Holder of the
Transferor Certificate $_________
2. Unallocated Principal Collections $_________
N. Pursuant to subsection 4.9(e)(i):
1. Class A Monthly Principal $_________
O. Pursuant to subsection 4.9(e)(ii):
1. Class B Monthly Principal $_________
P. Pursuant to subsection 4.9(e)(iii):
1. Collateral Monthly Principal to be applied
in accordance with the Loan Agreement $_________
Q. Pursuant to subsection 4.9(e)(iv):
1. Amount to be treated as Shared Principal
Collections $_________
R. Pursuant to subsection 4.9(e)(v):
1. Amount to be paid to the Holder of the
Transferor Certificate $_________
2. Unallocated Principal Collections $_________
Total $
=========
S. Pursuant to subsection 4.9(f):
1. Amount to be withdrawn from the Principal
Funding Account and deposited into the
Distribution Account $_________
B-3
<PAGE>
II. INSTRUCTION TO MAKE CERTAIN PAYMENTS
Pursuant to Section 4.9, the Servicer does hereby instruct the Trustee to pay in
accordance with Section 5.1 from the Distribution Account on __________ __,
____, which date is a Distribution Date, under the Pooling and Servicing
Agreement, amounts so deposited in the Distribution Account pursuant to Section
4.9 as set forth below:
A. Pursuant to subsection 4.9(g):
1. Amount to be distributed to Class A
Certificateholders $_________
2. Amount to be distributed to Class B
Certificateholders $_________
B. Pursuant to subsection 4.9(h)(i):
1. Amount to be distributed to the Class A
Certificateholders $_________
C. Pursuant to subsection 4.9(h)(ii):
1. Amount to be distributed to the Class B
Certificateholders $_________
III. APPLICATION OF EXCESS SPREAD
Pursuant to Section 4.11, the Servicer does hereby instruct the Trustee to apply
the Excess Spread with respect to the related Monthly Period and to make the
following distributions in the following priority:
A. The amount equal to the Class A Required Amount, if
any, which will be used to fund the Class A
Required Amount and be applied in accordance with,
and in the priority set forth in, subsection 4.9(a) $_________
B. The amount equal to the aggregate amount of Class A
Investor Charge-Offs which have not been previously
reimbursed (after giving effect to the allocation
on such Transfer Date of certain other amounts
applied for that purpose) which will be treated as
a portion of Investor Principal Collections and
deposited into the Principal Account on such
Transfer Date $_________
B-4
<PAGE>
C. The amount equal to the Class B Required Amount, if
any, which will be used to fund the Class B
Required Amount and be applied first in accordance
with, and in the priority set forth in, subsection
4.9(b) and then any amount available to pay the
Class B Investor Default Amount shall be treated as
a portion of Investor Principal Collections and
deposited into the Principal Account $_________
D. The amount equal to the aggregate amount by which
the Class B Investor Interest has been reduced
below the initial Class B Investor Interest for
reasons other than the payment of principal to the
Class B Certificateholders (but not in excess of
the aggregate amount of such reductions which have
not been previously reimbursed) which will be
treated as a portion of Investor Principal
Collections and deposited into the Principal
Account $_________
E. The amount equal to the Collateral Monthly Interest
plus the amount of any past due Collateral Monthly
Interest which will be paid to the Collateral
Interest Holder for application in accordance with
the Loan Agreement $_________
F. The amount equal to the aggregate amount of accrued
but unpaid Collateral Interest Servicing Fees which
will be paid to the Servicer if the Transferor or
the Trustee is the Servicer $_________
G. The amount equal to the Collateral Default Amount,
if any, for the prior Monthly Period which will be
treated as a portion of Investor Principal
Collections and deposited into the Principal
Account $_________
B-5
<PAGE>
H. The amount equal to the aggregate amount by which
the Collateral Interest has been reduced below the
Required Collateral Interest for reasons other than
the payment of principal to the Collateral Interest
Holder (but not in excess of the aggregate amount
of such reductions which have not been previously
reimbursed) which will be treated as a portion of
Investor Principal Collections and deposited into
the Principal Account $_________
I. On each Transfer Date from and after the Reserve
Account Funding Date, but prior to the date on
which the Reserve Account terminates as described
in subsection 4.15(f), the amount up to the excess,
if any, of the Required Reserve Account Amount over
the Available Reserve Account Amount which shall be
deposited into the Reserve Account $_________
J. The amount equal to the amounts determined to be
payable to the Collateral Interest Holder pursuant
to subsections 2.11(a)(i), (ii) and (iii) of the
Loan Agreement $_________
K. The balance, if any, after giving effect to the
payments made pursuant to subparagraphs (a) through
(j) above which shall constitute "Shared Excess
Finance Charge Collections" with respect to other
Series in Group One. $_________
IV. REALLOCATED PRINCIPAL COLLECTIONS
Pursuant to Section 4.12, the Servicer does hereby instruct the Trustee to
withdraw from the Principal Account and apply Reallocated Principal Collections
pursuant to Section 4.12 with respect to the related Monthly Period in the
following amounts:
A. Reallocated Collateral Principal Receivables $_________
B. Reallocated Class B Principal Receivables $_________
V. ACCRUED AND UNPAID AMOUNTS
B-6
<PAGE>
After giving effect to the withdrawals and transfers to be made in accordance
with this notice, the following amounts will be accrued and unpaid with respect
to all Monthly Periods preceding the current calendar month
A. Subsection 4.9(a)(i) and (b)(i):
1. The aggregate amount of the Class A
Deficiency Amount $_________
2. The aggregate amount of Class B
Deficiency Amount $_________
B. Subsections 4.9(a)(ii) and (b)(ii):
The aggregate amount of all accrued and unpaid
Investor Monthly Servicing Fees $_________
C. Section 4.10:
The aggregate amount of all unreimbursed
Investor Charge Offs $_________
IN WITNESS WHEREOF, the undersigned has duly executed this certificate
this ____ day of ___________, ____.
THE CHASE MANHATTAN BANK,
Servicer
By: ______________________
Name:
Title:
B-7
<PAGE>
EXHIBIT C
TO EXHIBIT 4.2
<TABLE>
<CAPTION>
The Chase Manhattan Bank Chase Credit Card Master Trust Monthly Report
Certificateholders' Statement Series 1999-1
<S> <C> <C>
Section 5.2 - Supplement Class A Class B Collateral Total
(i) Monthly Principal Distributed _______________________________________ _____________
(ii) Monthly Interest Distributed _______________________________________ _____________
Deficiency Amounts _______________________________________ _____________
Additional Interest _______________________________________ _____________
Accrued and Unpaid Interest _______________________________________ _____________
(iii) Collections of Principal Receivables _______________________________________ _____________
(iv) Collections of Finance Charge Receivables _______________________________________ _____________
(v) Aggregate Amount of Principal Receivables _____________
Investor Interest _______________________________________ _____________
Adjusted Interest _______________________________________ _____________
Floating Investor Percentage _______________________________________ _____________
Fixed Investor Percentage _______________________________________ _____________
(vi) Receivables Delinquent (As % of Total Receivables)
Current
30 to 59 days _____________
60 to 89 days _____________
90 or more days _____________
Total Receivables _____________
(vii) Investor Default Amount _______________________________________ _____________
(viii) Investor Charge-Offs _______________________________________ _____________
(ix) Reimbursed Investor Charge-Offs _______________________________________ _____________
(x) Servicing Fee _______________________________________ _____________
(xi) Portfolio Yield _______________________________________ _____________
(xii) Reallocated Monthly Principal _______________________________________ _____________
(xiii) Closing Investor Interest _______________________________________ _____________
(xiv) LIBOR _____________
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
(xv) Principal Funding Account Balance _____________
(xvii) Accumulation Shortfall _____________
(xviii) Principal Funding Investment Proceeds _____________
(xx) Principal Investment Funding Shortfall _____________
(xxi) Available Funds _______________________________________ _____________
(xxii) Certificate Rate _______________________________________
</TABLE>
C-2
<PAGE>
SCHEDULE I TO EXHIBIT 4.2
(Schedule to Exhibit C of the Pooling
and Servicing Agreement with respect
to the Investor Certificates)
SCHEDULE TO MONTHLY SERVICER'S CERTIFICATE
MONTHLY PERIOD ENDING ____________ __, ____
THE CHASE MANHATTAN BANK
CHASE CREDIT CARD MASTER TRUST SERIES 1999-1
1. The aggregate amount of the Investor Percentage of
Collections of Principal Receivables ....................... $__________
2. The aggregate amount of Investor Percentage of
Collections of Finance Charge Receivables (excluding
Interchange and amounts with respect to Annual
Membership Fees) ........................................... $__________
3. The aggregate amount of Investor Percentage of amounts
with respect to Annual Membership Fees ..................... $__________
4. The aggregate amount of Investor Percentage of
Interchange ................................................ $__________
5. The aggregate amount of Servicer Interchange ............... $__________
6. The aggregate amount of funds on deposit in the Finance
Change Account allocable to the Series 1999-1
Certificates ............................................... $__________
7. The aggregate amount of funds on deposit in the
Principal Account allocable to the Series 1999-1
Certificates ............................................... $__________
8. The aggregate amount of funds on deposit in the Prin
cipal Funding Account allocable to the Series 1999-1
Certificates ............................................... $__________
I-1
<PAGE>
9. The aggregate amount to be withdrawn from the Finance
Charge Account and paid in accordance with the Loan
Agreement pursuant to Section 4.11 of the Series 1999-1
Supplement ................................................. $__________
10. The excess, if any, of the Required Collateral Interest
over the Collateral Interest ............................... $__________
11. The Collateral Interest on the Transfer Date of the
current calendar month, after giving effect to the
deposits and withdrawals specified above, is equal to ...... $__________
12. The amount of Monthly Interest, Deficiency Amounts and
Additional Interest payable to the
(i) Class A Certificateholders........................ $__________
(ii) Class B Certificateholders....................... $__________
(iii) Collateral Interest Holder...................... $__________
13. The amount of principal payable to the
(i) Class A Certificateholders........................ $__________
(ii) Class B Certificateholders....................... $__________
(iii) Collateral Interest Holder...................... $__________
14. The sum of all amounts payable to the
(i) Class A Certificateholders........................ $__________
(ii) Class B Certificateholders....................... $__________
(iii) Collateral Interest Holder...................... $__________
15. To the knowledge of the undersigned, no Series 1999-1
Pay Out Event or Trust Pay Out Event has occurred
except as described below:
[If applicable, insert "none."]
I-2
<PAGE>
IN WITNESS WHEREOF, the undersigned has duly executed this Certificates
as of this ____ day of __________________, ____.
THE CHASE MANHATTAN BANK
By: ___________________________
Name:
Title:
I-3
