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
March 31, 1995
Date of Earliest Event Reported
CHEVY CHASE MASTER CREDIT CARD TRUST
(Exact Name of Registrant as Specified in Charter)
Maryland 33-81786 52-0897004(State or Other Jurisdiction of
Incorporation)
(Commission File Number) (IRS Employer Identification No.)
c/o Chevy Chase Bank, F.S.B., as Servicer
8401 Connecticut Avenue
Chevy Chase, Maryland 20815
(Address of Principal Executive Offices) (Zip Code)
Servicer's telephone number, including area code: (301) 986-7000
Exhibit Index is located on page 4.Item 5. Other Events.
The Amended and Restated Pooling and Servicing Agreement dated
as of August
1, 1994, relating to the Chevy Chase Master Credit Card Trust
(the "Agreement")
was amended by the Third Amendment to the Agreement dated as of
July 1, 1996.
The Agreement previously was amended by a Second Amendment to
the Agreement
dated as of March 31, 1995.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits
Exhibit No. Exhibit
Exhibit 4.13 -- Second Amendment to the Pooling and
Servicing Agreement relating to Chevy
Chase Master Credit Card Trust
Exhibit 4.14 -- Third Amendment to the Pooling and
Servicing Agreement relating to Chevy
Chase Master Credit Card Trust
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.
CHEVY CHASE MASTER CREDIT CARD TRUST
By: CHEVY CHASE BANK, F.S.B., as Servicer
Date: August 14, 1996 By: /s/ Mark A. Holles____ Mark A. Holles
Vice President
INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
4.13 cond Amendment to the Pooling and Servicing 5
Agreement relating to Chevy Chase Master
Credit Card Trust
4.14 Third Amendment to the Pooling and Servicing 9
Agreement relating to Chevy Chase Master
Credit Card TrustExhibit 4.13
SECOND AMENDMENT
TO
THE CHEVY CHASE MASTER CREDIT CARD TRUST
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
THIS SECOND AMENDMENT TO THE CHEVY CHASE MASTER CREDIT
CARD TRUST AMENDED AND RESTATED POOLING AND SERVICING
AGREEMENT, dated as of March 31, 1995 (this "Second Amendment")
is by
and between CHEVY CHASE BANK, F.S.B., a federally chartered
stock savings
bank, as Seller and Servicer, and BANKERS TRUST COMPANY, as
Trustee
under the Amended and Restated Pooling and Servicing Agreement,
dated as
of September 28, 1994, amending and restating in full the
Amended and
Restated Pooling and Servicing Agreement dated August 1, 1994,
in turn
amending and restating in full the Pooling and Servicing
Agreement dated as
of March 1, 1994 between Chevy Chase Bank, F.S.B., as Seller and
Servicer,
and the Trustee (the "Agreement").
WHEREAS Section 13.01(a) of the Agreement permits amendment of
the Agreement on the terms and conditions therein specified:
WHEREAS the Seller and Servicer and the Trustee wish to amend the
Agreement as provided herein;
WHEREAS pursuant to a Transfer and Assignment Agreement dated as
of
September 29, 1994 between the Seller and CCB Holding
Corporation, a
Delaware corporation that is wholly owned by the Seller, the
Seller has
agreed not to amend the Agreement without the consent of CCB
Holding
Corporation;
Whereas CCB; Holding Corporation, by its signature hereto,
hereby consents
to the amendment to the Agreement as provided herein;
NOW THEREFORE, in consideration of the premises and the
agreements
contained herein, the parties hereto agree as follows:
SECTION 1. Amendment of Section 2.07(c). Section 2.07(c) of the
Agreement shall be amended by adding the following sentence at
the end of
such Section:
Notwithstanding the foregoing or any provision of this Agreement
(including
without limitation those cited in this Section 2.07(c)), the
Seller's Interest
represented by the Seller Certificate (or any interest therein)
may not be
transferred, assigned, exchanged or otherwise conveyed or
pledged,
hypothecated or otherwise subjected to any security interest (by
operation
of law or otherwise), to the extent of 85% of the greater of the
Seller Amount
and the Required Seller Amount (the "Nontransferable Seller's
Interest"), and
any such transfer, assignment, exchange or other conveyance or
pledge,
hypothecation or grant of a security interest shall be null and
void; provided,
however, that this prohibition shall not preclude any transfer
of the
Nontransferable Seller's Interest in accordance with any
transaction permitted
by Section 7.02 or 7.05 of this Agreement and as provided in
Section 2.08(f)
and 6.03 of this Agreement to Chevy Chase Bank, F.S.B. or to
direct or
indirect wholly-owned subsidiaries of Chevy Chase Bank, F.S.B.,
so long
as the written consent of each of the following Persons, which
consent may
be granted or withheld in the sole discretion of each such
Person (the
"Consent"), is obtained prior to the transfer: (1) the Consent
of Chevy Chase
Bank, F.S.B., in its capacity as holder of the "seller
participation certificate"
as defined in the Chevy Chase Credit Card Trust 1993-A Pooling
and
Servicing Agreement between Chevy Chase Bank, F.S.B. and Bankers
Trust Company dated as of March 19, 1993, or any successor
holder of
such seller participation certificate, (2) the Consent of' Chevy
Chase Bank,
F.S.B., in its capacity as holder of the "seller participation
certificate" as
defined in the Chevy Chase Credit Card Trust 1993-B Pooling and
Servicing
Agreement between Chevy Chase Bank, F.S.B. and Bankers Trust
Company
dated as of August 20, 1993, or any successor holder of such
seller
participation certificate, (3) the Consent of CCB Holding
Corporation, in its
capacity as holder of the "seller certificate" as defined in
this Agreement, or
any successor holder of an interest in such seller certificate,
and (4) the Consent
of the trustee under the Chevy Chase 1995-A Spread Account
Trust, on behalf
of such trust, and confirmation that such trustee has obtained
the Consent of
"RACES certificateholders" owning not less than 51 % of the
"undivided
interest" in the "outstanding principal amount" of the "RACES
certificates"
as defined in the Chevy Chase 1995-A Spread Account Trust
Agreement
between Chevy Chase Bank, F.S.B. and Bankers Trust Company dated
as
of March 31, 1995.
SECTION 2. Amendment of Section 7.04. Section 7.04 of the
Agreement
shall be amended by deleting the current Section 7.04 and
substituting in its
place the following:
Section 7.04. Liabilities. Notwithstanding any other provision
of this
Agreement, by entering into this Agreement, the Seller and the
holder of
the Seller Certificate agree to be liable, directly to the
injured party, for the
entire amount of any losses, claims, damages or liabilities
(other than those
incurred by an Investor Certificateholder in the capacity of an
investor in the
Investor Certificates) arising out of or based on the
arrangement created by
each of this Agreement, any Series Enhancement and the actions
of the
Servicer taken pursuant hereto as though this Agreement and any
Series
Enhancement created a partnership under the New York Uniform
Partnership
Act in which the Seller and the holder of the Seller Certificate
were general
partners. In the event of the appointment of a Successor
Servicer, the
Successor Servicer will (from its own assets and not the assets
of the Trust)
indemnify and hold harmless the Seller and the holder of the
Seller Certificate
against and from any losses, claims, damages and liabilities of
the Seller and
the holder of the Seller Certificate as described in this
Section arising from
the actions or omissions of such Successor Servicer.
SECTION 3. Effectiveness. The amendments provided for by this
Second
Amendment shall become effective as of the day and year first
above
written upon the occurrence of each of the following events:
(a) The Rating Agency Condition shall have been satisfied with
respect to
this Second Amendment.
(b) The Seller shall have delivered to the Trustee an Officer's
Certificate
to the effect that the Seller reasonably believes that the
amendments to the
Agreement effected by this Second Amendment will not adversely
affect in
any material respect the interests of any Investor
Certificateholder.
(c) The Servicer shall have delivered to the Trustee and any
Series Enhancer
entitled thereto pursuant to the relevant Supplement an Opinion
of Counsel
pursuant to Section 13.02(d)(i) of the Agreement to the effect
specified in
Exhibit H-I of the Agreement.
(d) The Trustee, the Seller and the Servicer shall have
received counterparts
of' this Second Amendment, duly executed by the parties hereto.
SECTION 4. Agreement in Full Force and Effect as Amended.
Except as
specifically amended hereby, all of the terms and conditions of
the Agreement
shall remain in full force and effect. All references to the
Agreement in any
other document or instrument shall be deemed to mean the
Agreement as
amended by this Second Amendment. This Second Amendment shall
not
constitute a novation of the Agreement, but shall constitute in
amendment
thereof.
SECTION 5. Counterparts. This Second Amendment may be executed
in
any number of counterparts and by separate parties hereto on
separate
counterparts, each of which when executed shall be deemed an
original, but
all such counterparts taken together shall constitute one and
the same instrument.
SECTION 6. Governing Law. THIS SECOND AMENDMENT 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.
SECTION 7. Defined Terms. Capitalized terms used herein and
not otherwise
defined shall have the meanings assigned to such terms in the
Agreement.
IN WITNESS WHEREOF, the Seller, CCB Holding Corporation, the
Servicer
and the Trustee have caused this Second Amendment to be duly
executed by
their respective officers as of the day and year first above
written.
CHEVY CHASE BANK, F.S.B.
as Seller and Servicer,
By: /s/ Maurice L. Fingeret
Name: Maurice L. Fingeret
Title: Vice President
BANKERS TRUST COMPANY,
as Trustee
By: /s/ Louis Bodi
Name: Louis Bodi
Title: Assistant Vice President
CCB HOLDING CORPORATION
By: /s/ Jessica L. Parker
Name: Jessica L. Parker
Title: President
Exhibit 4.13
THIRD AMENDMENT
TO
THE CHEVY CHASE MASTER CREDIT CARD TRUST
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
THIS THIRD AMENDMENT TO THE CHEVY CHASE MASTER
CREDIT CARD TRUST AMENDED AND RESTATED POOLING AND
SERVICING AGREEMENT, dated as of July 1, 1996 (this "Third
Amendment") is by and between CHEVY CHASE BANK, F.S.B., a
federally
chartered stock savings bank, as Seller and Servicer, and
BANKERS TRUST
COMPANY, as Trustee under the Amended and Restated Pooling and
Servicing Agreement dated August 1, 1994, which amended and
restated
in full the Pooling and Servicing Agreement dated as of March 1,
1994
between Chevy Chase Bank, F.S.B., as Seller and Servicer, and
the Trustee,
and was amended by the First Amendment dated as of September 28,
1994
and the Second Amendment dated as of March 31, 1995 (as amended
and
supplemented as of the date hereof and from time to time
hereafter, the
"Agreement").
WHEREAS Section 13.01(a) of the Agreement permits amendment of
the
Agreement on the terms and conditions therein specified;
WHEREAS the parties hereto wish to amend the Agreement as
provided
herein;
WHEREAS pursuant to a Transfer and Assignment Agreement dated as
of September 29, 1994, as amended and supplemented as of the
date hereof
and from time to time hereafter, between the Seller and CCB
Holding
Corporation, a Delaware corporation that is wholly owned by the
Seller,
the Seller has agreed not to amend the Agreement without the
consent of
CCB Holding Corporation;
WHEREAS CCB Holding Corporation, by its signature hereto, hereby
consents to the amendment to the Agreement as provided herein;
NOW THEREFORE, in consideration of the premises and the
agreements
contained herein, the parties hereto agree as follows:
SECTION 1. Addition of Section 6.16. Article VI of the
Agreement shall
be amended by adding the following Section 6.16 to the end of
ARTICLE VI:
Section 6.16. Minimum Interest. Except as otherwise provided
in the second
sentence of this Section 6.16, and notwithstanding any other
provision of this
Agreement, each interest in the Trust or the Trust Assets, as
the case may be,
(i) shall have an initial offering price of at least $20,000,
and (ii) may not be
subdivided for resale into interests the initial offering price
of which would
have been less than $20,000. The preceding sentence shall not
apply to any
interest in the Trust represented by any series or class of
Investor Certificates,
or any other interest in the Trust or the Trust Assets, as
applicable, as to
which the Seller shall have provided to the Trustee an Opinion
of Counsel
dated as of the date of issuance of such series, class or other
interest (or, at
the Seller's option, at a later date) to the effect that such
series, class or other
interest will be treated as debt or otherwise not an equity
interest in the Trust
or the Trust Assets, as applicable, for federal income tax
purposes.
SECTION 2. Effectiveness. The amendments provided for by this
Third
Amendment shall become effective as of the day and year first
above written
upon the occurrence of each of the following events:
(a) The Rating Agency Condition shall have been satisfied with
respect to
this Third Amendment.
(b) The Seller shall have delivered to the Trustee an Officer's
Certificate to
the effect that the Seller reasonably believes that the
amendment to the
Agreement effected by this Third Amendment will not adversely
affect in
any material respect the interests of any Investor
Certificateholder.
(c) The Servicer shall have delivered to the Trustee and any
Series
Enhancer entitled thereto pursuant to the relevant Supplement an
Opinion
of Counsel pursuant to Section 13.02(d)(i) of the Agreement to
the
effect specified in Exhibit H-1 of the Agreement.
(d) The Trustee, the Seller and the Servicer shall have
received counterparts
of this Third Amendment, duly executed by the parties hereto.
SECTION 3. Agreement in Full Force and Effect as Amended.
Except as
specifically amended hereby, all of the terms and conditions of
the Agreement
shall remain in full force and effect. All references to the
Agreement in any
other document or instrument shall be deemed to mean the
Agreement as
amended by this Third Amendment. This Third Amendment shall not
constitute
a novation of the Agreement, but shall constitute an amendment
thereof.
SECTION 4. Counterparts. This Third Amendment may be executed
in any
number of counterparts and by separate parties hereto on
separate counterparts,
each of which when executed shall be deemed an original, but all
such
counterparts taken together shall constitute one and the same
instrument.
SECTION 5. Governing Law. THIS THIRD AMENDMENT 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.
SECTION 6. Defined Terms. Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms
in the
Agreement.IN WITNESS WHEREOF, the Seller, the Servicer and the
Trustee have caused this Third Amendment to be duly executed by
their
respective officers as of the day and year first above written.
CHEVY CHASE BANK, F.S.B.,
as Seller and Servicer
By:/s/ Mark A. Holles
Mark A. Holles
Vice President and Assistant Treasurer
BANKERS TRUST COMPANY,
as Trustee
By: /s/ Melissa Kaye-Adelson
Melissa Kaye-Adelson
Vice President
Accepted and consented to as of the 1st day of July, 1996
CCB HOLDING CORPORATION
By: /s/ Jessica L. Parker
Jessica L. Parker
President
