<PAGE>
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) SEPTEMBER 30, 1998
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FIRST USA BANK, NATIONAL ASSOCIATION
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(Exact name of registrant as specified in its charter)
(AS SERVICER ON BEHALF OF CC MASTER CREDIT CARD TRUST (FORMERLY CHEVY
CHASE MASTER CREDIT CARD TRUST))
<TABLE>
<CAPTION>
LAWS OF THE UNITED STATES 33-81786 76-0039224
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<S> <C> <C>
(State or other jurisidiction of (Commission File Number) (IRS Employer Identification
incorporation or organization) Number)
</TABLE>
201 NORTH WALNUT STREET, WILMINGTON, DELAWARE 19801
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(Address of principal executive offices) (Zip Code)
302/594-4117
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Registrant's telephone number, including area code
N/A
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(Former name, former address and former fiscal year, if changed since last
report)
<PAGE>
ITEM 5. OTHER EVENTS
Effective September 30, 1998, First USA Bank, N.A., a national banking
association organized under the laws of the United States (the
"Bank"), which is a wholly owned subsidiary of First USA Financial,
Inc., which is a wholly owned subsidiary of BANC ONE CORPORATION,
purchased the credit card operation of Chevy Chase Bank, F.S.B., a
federally chartered stock savings bank ("Chevy Chase"). In connection
with the purchase, the Bank assumed all of Chevy Chase's rights and
obligations as Seller and Servicer of CC Master Credit Card Trust
(formerly Chevy Chase Master Credit Card Trust), under the Amended and
Restated Pooling and Servicing Agreement dated as of August 1, 1994,
between Chevy Chase, as Seller and Servicer, and Bankers Trust
Company, as Trustee (the "Trustee"), as supplemented and amended (the
"Amended and Restated Pooling and Servicing Agreement").
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
The following exhibits are filed as a part of this report:
(99.01) Assignment and Assumption Agreement dated as of September
30, 1998, among the Bank, Chevy Chase, CCB Holding
Corporation and the Trustee relating to CC Master Credit
Card Trust (formerly Chevy Chase Master Credit Card Trust).
(99.02) Fifth Amendment to the Amended and Restated Pooling and
Servicing Agreement dated as of September 30, 1998, among
the Bank, Chevy Chase and the Trustee relating to CC Master
Credit Card Trust (formerly Chevy Chase Master Credit Card
Trust).
<PAGE>
SIGNATURE
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 thereunto duly authorized.
FIRST USA BANK, NATIONAL ASSOCIATION
As Servicer of the CC Master Credit Card Trust
(formerly Chevy Chase Master Credit Card Trust)
By: /s/ Tracie H. Klein
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Name: Tracie H. Klein
Title: Vice President
Date: November 19, 1998
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<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT PAGE
(99.01) Assignment and Assumption Agreement dated 5
as of September 30, 1998, among the Bank,
Chevy Chase, CCB Holding Corporation and
the Trustee relating to CC Master Credit Card Trust
(formerly Chevy Chase Master Credit Card Trust).
(99.02) Fifth Amendment to the Amended and 17
Restated Pooling and Servicing Agreement
dated as of September 30, 1998, among the Bank,
Chevy Chase and the Trustee relating to CC Master
Credit Card Trust (formerly Chevy Chase Master
Credit Card Trust).
<PAGE>
EXHIBIT 99.01
CHEVY CHASE MASTER CREDIT CARD TRUST
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment Agreement"),
dated as of September 30, 1998 is among CHEVY CHASE BANK, F.S.B., a federally
chartered stock savings bank ("Chevy Chase"), CCB HOLDING CORPORATION, a
Delaware corporation ("CCBH"), FIRST USA BANK, N.A., a national banking
association ("Purchaser"), and BANKERS TRUST COMPANY, a New York banking
corporation, as Trustee (the "Trustee") under the Amended and Restated Pooling
and Servicing Agreement dated as of August 1, 1994 (as amended by the First
Amendment to the Amended and Restated Pooling and Servicing Agreement dated as
of September 28, 1994, as further amended by the Second Amendment to the Amended
and Restated Pooling and Servicing Agreement dated as of March 31, 1995, as
further amended by the Third Amendment to the Amended and Restated Pooling and
Servicing Agreement dated as of July 1, 1996, as further amended by the Fourth
Amendment to the Amended and Restated Pooling and Servicing Agreement dated as
of June 26, 1997, and as further amended by the Fifth Amendment to the Amended
and Restated Pooling and Servicing Agreement dated as of September 30, 1998, and
as supplemented by each of the outstanding Supplements and each of the
Assignments of Receivables in Additional Accounts entered into on or prior to
the date hereof, the "Agreement") pursuant to which the Chevy Chase Master
Credit Card Trust ("MT I") was created and the Investor Certificates and the
1997 Supplemental Certificate described in Schedule II hereto, together with the
Seller Certificate, have been delivered. Each Series of Investor Certificates
and the 1997 Supplemental Certificate were issued pursuant to a Supplement and
all of such Supplements in effect as of the date hereof are listed on Schedule I
to this Assignment Agreement (collectively, the "Supplements").
All capitalized terms used herein and not defined herein have the meaning
assigned thereto in the Agreement. The term "Effective Date" when used herein
shall mean the Closing Date under the Purchase and Sale Agreement among Chevy
Chase, CCBH and Purchaser dated as of September 2, 1998, as amended, (the
"Purchase and Sale Agreement").
WHEREAS, pursuant to the terms of Section 7.05 of the Agreement the Seller
and the Holder of the Seller Certificate may assign, convey and transfer all of
the Seller's consumer revolving credit card accounts and the receivables arising
thereunder, which may include all, but not less than all, of the Accounts and
the remaining interest of the Seller and the Holder of the Seller Certificate in
the Receivables arising thereunder, together with all servicing functions and
other obligations under the Agreement or related to the transactions
contemplated thereby, to another entity (which may be an entity that is not
affiliated with the Seller or the holder of the Seller Certificate);
<PAGE>
WHEREAS, Chevy Chase and Purchaser have agreed that Chevy Chase will assign
and delegate to Purchaser and Purchaser will accept and assume all of Chevy
Chase's rights and obligations as Seller and Servicer under the Agreement; and
WHEREAS, CCBH, a wholly-owned subsidiary of Chevy Chase and the holder of
the Seller Certificate issued by MT I, and the Purchaser have agreed that CCBH
will transfer to Purchaser the Seller Certificate, the Seller's Interest and all
other rights and interests of CCBH arising under or relating to MT I and that
CCBH will assign and delegate to Purchaser and Purchaser will accept and assume
all of CCBH's rights and obligations as Holder of the Seller Certificate under
the Agreement.
NOW, THEREFORE, pursuant to the Agreement and in consideration of these
premises, and for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, it is hereby agreed that:
ARTICLE I
ASSIGNMENT OF CHEVY CHASE AND CCBH RIGHTS AND
DELEGATION OF CHEVY CHASE AND CCBH DUTIES AND OBLIGATIONS
Section 1.1 Assignment of Chevy Chase's and CCBH's Rights. Chevy Chase and
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CCBH, from and after the Effective Date, hereby assign, convey and transfer all
of Chevy Chase's consumer revolving credit card accounts and all of their
respective right, title and interest in the receivables arising thereunder,
which include all of the Accounts and the remaining interest of Chevy Chase and
CCBH in the Receivables arising thereunder, the interest of Chevy Chase and CCBH
in the Participation Interests and the Seller's Interest and the rights of Chevy
Chase and CCBH as the Cash Collateral Depositors (collectively, the "Assigned
Assets") to the Purchaser.
Section 1.2 Delegation of Chevy Chase Duties and Obligations. Chevy Chase
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and CCBH, from and after the Effective Date, hereby delegate to the Purchaser
all of Chevy Chase's liabilities, duties and obligations as Seller and Servicer,
as Cash Collateral Depositor and in its individual capacity under the Agreement
and all of CCBH's liabilities, duties and obligations as holder of the Seller
Certificate and the Seller's Interest, as Cash Collateral Depositor and in its
individual capacity under the Agreement (collectively, the "Assumed
Obligations").
Section 1.3 Acceptance and Assumption. Purchaser, from and after the
-------------------------
Effective Date, hereby accepts from Chevy Chase and CCBH and acknowledges
transfer of all the Assigned Assets. Purchaser, from and after the Effective
Date, hereby accepts and assumes the Assumed Obligations, including the
obligation under the Agreement to transfer the Receivables arising under the
Accounts to the Trust, and the substitution of the Purchaser for the purposes of
Sections 7.04, 9.01 and 9.02 of the Agreement, and Purchaser, from and after the
Effective Date, hereby agrees and acknowledges, for the benefit of the Trustee
and all of the Certificateholders, that Purchaser hereby assumes all of the
liabilities, duties and obligations under and assumes and agrees to perform each
and every covenant and obligation of the Seller and of the Servicer, of the
Holder of the Seller Certificate and the Seller's Interest, of the Cash
Collateral Depositors and of Chevy Chase or CCBH in their individual capacity
contained in the Agreement, including but not
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limited to the obligations of the Seller to transfer the Receivables and the
proceeds thereof to the Trust, in each case only from and after the Effective
Date. Purchaser, from and after the Effective Date, hereby expressly assumes the
rights and liabilities, duties and obligations of the Servicer under the
Custodial Agreements, as described in Section 8.09 of the Agreement. Purchaser,
from and after the Effective Date, assumes all liabilities, duties and
obligations of Chevy Chase in any capacity under the Assignments of Receivables
in Additional Accounts entered into in connection with MT I. For purposes of
Sections 3.05 and 3.06 of the Agreement, Chevy Chase will prepare the annual
servicer's report and provide the independent accountant's reports with respect
to each month during which Chevy Chase was the Servicer (or performing such
functions pursuant to an agreement between Chevy Chase and the Purchaser), and
thereafter the Purchaser will be responsible for preparing and providing all
such reports.
Section 1.4 Delivery and Consents. Pursuant to Section 7.05 of the
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Agreement, the Trustee shall have received the following on or prior to the
Effective Date: (a) from Chevy Chase, an Officer's Certificate stating that such
transfer and assumption comply with Section 7.05 of the Agreement, that this
Assignment Agreement is a valid and binding obligation of Purchaser enforceable
against Purchaser in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
receivership, conservatorship or other similar laws affecting creditor's rights
generally or the rights of creditors of national banking associations from time
to time in effect and except as such enforceability may be limited by general
principles of equity (whether considered in a suit at law or in equity), and
that all conditions precedent provided for in the Agreement relating to such
transaction have been complied with and an Opinion of Counsel stating that such
transfer and assumption and this Agreement comply with Section 7.05 of the
Agreement and that all conditions precedent provided for in the Agreement
relating to such transaction have been complied with; (b) from Chevy Chase,
evidence of the consent to the transfer and assumption from each Series
Enhancer; (c) from Purchaser, copies of UCC-1 financing statements covering such
Accounts to perfect the Trust's interest in the Receivables arising thereunder;
(d) from Chevy Chase, written notice from each Rating Agency that the Rating
Agency Condition has been satisfied with respect to such transfer and
assumption; (e) from Chevy Chase and/or from Purchaser, an Opinion of Counsel as
to clause (c) above and certain other matters specified in Exhibit H-2 to the
Agreement; (f) from Chevy Chase, a Tax Opinion; and (g) from Purchaser, an
Opinion of Counsel that this Assignment Agreement is a valid and binding
obligation of Purchaser enforceable against Purchaser in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, receivership, conservatorship or other
similar laws affecting creditors' rights generally or the rights of creditors of
national banking associations from time to time in effect and except as
enforceability may be limited by general principles of equity (whether
considered in a suit at law or in equity).
Section 1.5 Acknowledgment, Consent and Release. The Trustee hereby
-----------------------------------
acknowledges and consents to the assignment and delegation of Chevy Chase's
rights, title, interests, liabilities, duties and obligations as Seller and
Servicer, as Cash Collateral
<PAGE>
Depositor and in its individual capacity and to the assignment and delegation of
CCBH's rights, title, interests, liabilities, duties and obligations as Holder
of the Seller Certificate and the Seller's Interest, as Cash Collateral
Depositor and in its individual capacity and to Purchaser's acceptance and
assumption thereof and hereby acknowledges and agrees that from and after the
Effective Date the Purchaser has been substituted for Chevy Chase as Seller and
Servicer, as Cash Collateral Depositor and in its individual capacity under the
Agreement and for CCBH as Holder of the Seller Certificate and the Seller's
Interest, as Cash Collateral Depositor and in its individual capacity under the
Agreement and that, as a result, from and after the Effective Date Chevy Chase
is released as Seller and Servicer, as Cash Collateral Depositor and in its
individual capacity under the Agreement and CCBH is released as Holder of the
Seller Certificate and the Seller's Interest, as Cash Collateral Depositor and
in its individual capacity under the Agreement and that, from and after the
Effective Date, Chevy Chase and CCBH are hereby, in any capacity, released from
all liabilities, duties and obligations under the Agreement except to the extent
of liabilities, duties and obligations, other than those specified by Section
7.05, that arose prior to the Effective Date.
ARTICLE II
TRANSFER OF THE SELLER CERTIFICATE
Section 2.1 Transfer of Seller Certificate. As provided in Section 2.07(c)
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of the Agreement, if the conditions set forth in Section 2.07(c) of the
Agreement are met, the Seller Certificate may be transferred to Purchaser in a
transaction under Section 7.05 of the Agreement and CCBH, from and after the
Effective Date, hereby assigns and transfers to Purchaser all of CCBH's right,
title and interest in the Seller Certificate and the Seller's Interest and on
the Effective Date CCBH will surrender the Seller Certificate to the Trustee, as
Transfer Agent and Registrar, for transfer to Purchaser and the Trustee, as
Transfer Agent and Registrar, shall issue a new Seller Certificate to Purchaser,
as provided in the Agreement. Chevy Chase represents that it has, as required
under Section 2.07(c) of the Agreement, on or prior to the Effective Date,
obtained the following consents: (i) the consent of CCBH, in its capacity as
holder of the Seller Certificate; and (ii) 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 the 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, as amended from time to time,
between Chevy Chase and the trustee, dated as of March 31, 1995. Chevy Chase and
CCBH represent and warrant that no Person has been designated by the Holder of
the Seller Certificate in writing to the Trustee as a Consenting Person under
Section 2.07(c) of the Agreement.
<PAGE>
ARTICLE III
ASSIGNMENT OF RECEIVABLES
Section 3.1 Assignment of Receivables. Purchaser hereby acknowledges that
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Chevy Chase has transferred to Purchaser all of Chevy Chase's portfolio of
consumer credit card accounts including all of the Accounts designated for the
Trust pursuant to the terms of Section 2.01 of the Agreement or pursuant to
Section 2.08 of the Agreement and the Assignments of Receivables in Additional
Accounts (the "Account Assignments"). Purchaser acknowledges that, pursuant to
the Agreement and the Account Assignments, Chevy Chase has sold, transferred,
assigned and set over and otherwise conveyed to the Trustee, on behalf of the
Trust, for the benefit of the Certificateholders, all its right, title and
interest in, to and under the Receivables existing at the close of business on
the Trust Cut-Off Date, in the case of Receivables arising in the Initial
Accounts owned by the Seller, and on the applicable Addition Date, in the case
of Receivables arising in the Additional Accounts owned by the Seller, and, in
each case, thereafter created from time to time until the termination of the
Trust, all Interchange and Recoveries allocable to the Trust as provided in the
Pooling and Servicing Agreement, all moneys due or to become due and all amounts
received with respect to any of the foregoing and all proceeds (including
"proceeds" as defined in the UCC) of any of the foregoing and all moneys on
deposit in the Collection Account, the Special Funding Account and the Series
Accounts. Purchaser further acknowledges that CCBH acquired the Seller
Certificate and the Seller's Interest from the Bank, and any interest in the
Receivables or other assets of the Trust represented thereby, subject to the
right, title and interest conveyed to the Trustee, on behalf of the Trust, for
the benefit of the Certificateholders.
ARTICLE V
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 4.1 Representations and Warranties. Chevy Chase and CCBH represent
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and warrant to the Purchaser that, immediately prior to the effectiveness of the
Fifth Amendment to the Agreement, the representations and warranties of Chevy
Chase or of CCBH, as applicable, in any capacity, under the Agreement are true
and correct as of the Effective Date (or, if specifically made as of a prior
date, including any Closing Date or any Addition Date, as of such prior date).
The Purchaser's remedies for any breach of the foregoing representation and
warranty shall be subject to the provisions and limitations of Article 8 of the
Purchase and Sale Agreement and any claims with respect to the foregoing
representation and warranty shall be included in calculating whether such
limitations have been satisfied.
Section 4.2 Ability to Perform. After giving effect to the Fifth Amendment
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to the Agreement, as of the Effective Date the Purchaser makes all
representations and warranties set forth in the Agreement to be made by it in
any capacity under the Agreement (except to the extent such representations and
warranties related to an earlier date, as to which the Purchaser makes no
representation or warranty) and can perform all covenants and obligations
required to
<PAGE>
be performed by the Purchaser in any capacity under the Agreement. Purchaser
represents that it meets the requirements set forth in the definition of
Eligible Servicer in the Agreement.
Section 4.3 Covenants.
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(a) Purchaser, as Seller and Servicer, as Holder of the Seller Certificate
and the Seller's Interest, as Cash Collateral Depositor and in its
individual capacity, agrees to comply with all of the covenants applicable
to the Purchaser as set forth in the Agreement and from and after the date
of this Assignment Agreement, Purchaser covenants to execute and deliver to
Chevy Chase, CCBH or to the Trustee such additional documents and
instruments and to take such action, all without further consideration, as
Chevy Chase, CCBH or the Trustee shall reasonably request to effectuate the
assignment, assumption and release provided herein, including, but not
limited to, the execution and filing of UCC financing statements.
(b) From and after the date of this Assignment Agreement, Chevy Chase and
CCBH covenant to execute and deliver to Purchaser such additional documents
and instruments and to take such action, all without further consideration,
as Purchaser shall reasonably request to effectuate the assignment,
assumption and release provided herein, including, but not limited to, the
execution and filing of UCC financing statements.
(c) Trustee covenants that, notwithstanding anything in this Assignment
Agreement to the contrary, the terms of Section 11.17 of the Agreement,
relating to confidentiality of information, will be binding against the
Trustee with regard to any information furnished by Chevy Chase or CCBH,
regardless of whether such information was furnished on, prior to or after
the date of this Assignment Agreement.
Section 4.4 CCB Holding. After the Effective Date, Chevy Chase may
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liquidate CCBH, through a merger, state law dissolution, liquidating
distribution or any other means, and, upon such liquidation, all funds of CCBH
will be the exclusive property of Chevy Chase and shall not be subject to any
claim of set-off or any other claim of any party hereto.
Section 4.5 No Petition Agreements. Notwithstanding anything to the
----------------------
contrary in this Assignment Agreement or the Fifth Amendment to the Agreement,
all agreements of any Person limiting such Person's rights with respect to the
initiation of a bankruptcy proceeding of CCBH (or any successor thereto),
including but not limited to Section 13.18 of the Agreement, shall continue in
full force and effect for a period of one year and one day after the Effective
Date.
<PAGE>
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.1 Headings. The headings herein are for purposes of reference
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only and shall not otherwise affect the meaning or interpretation of any
provision hereof.
Section 5.2 Counterparts. This Assignment Agreement may be executed in two
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or more counterparts, and by different parties on separate counterparts, each of
which shall be an original, but all of which shall constitute one and the same
instrument.
Section 5.3 Governing Law. THIS ASSIGNMENT AGREEMENT SHALL BE CONSTRUED IN
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ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAWS PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 5.4 Additional Information.
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(a) Schedule III is delivered by Purchaser to identify its Servicing
Officers
(b) Schedule IV is delivered by Purchaser in satisfaction of Section 13.02
of the Agreement.
Section 5.5 Further Assurances. Chevy Chase and CCBH agree to do and
------------------
perform, from time to time, any and all acts and to execute any and all further
instruments required or reasonably requested by the Trustee more fully to effect
the purposes of this Agreement or to preserve the interest of the Trustee in the
Trust Assets, including the execution of any financing statements or
continuation statements relating to the Receivables or the Trust Assets for
filing under the provisions of the UCC of any applicable jurisdiction.
Section 5.6 Successors and Assigns. This agreement shall enure to the
----------------------
benefit of and be binding on the parties hereto and their respective successors
and permitted assigns. No party hereto may assign its rights or obligations
hereunder without the prior written consent of the other parties hereto.
Notwithstanding the foregoing or any other provision in this agreement to the
contrary, the Purchaser shall not be required to obtain the consent of any party
hereto after the date hereof in connection with any action taken by the
Purchaser in accordance with the Agreement (including, without limitation, in
connection with any assignment of any of the Purchaser's rights, liabilities,
duties or obligations under the Agreement), except as may be otherwise required
by the Agreement.
<PAGE>
IN WITNESS WHEREOF, the undersigned have caused this Assignment Agreement
to be duly executed and delivered by their respective duly authorized officers
as of the day and year first above written.
CHEVY CHASE BANK, F.S.B.,
as Seller and Servicer, as Cash Collateral Depositor and
in its individual capacity
By: /s/ Joel A. Friedman
-------------------------
Name: Joel A. Friedman
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Title: Senior Vice President and Controller
---------------------------------------
CCB HOLDING CORPORATION,
as Holder of the Seller Certificate and Seller's
Interest, as Cash Collateral Depositor and in its
individual capacity
By: /s/ Jessica L. Parker
-----------------------
Name: Jessica L. Parker
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Title: President
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FIRST USA BANK, N.A.,
as Assignee and Seller and
Servicer and Holder of the Seller Certificate and
Seller's Interest and Cash Collateral Depositor by
assignment and assumption
By: /s/ John F. Ireton
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Name: John F. Ireton
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Title: Vice President
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BANKERS TRUST COMPANY,
as Trustee
By: /s/ Louis Bodi
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Name: Louis Bodi
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Title: Vice President
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<PAGE>
SCHEDULE I
List of All Outstanding Supplements to the Amended and Restated Pooling
and Servicing Agreement dated as of August 1, 1994, as amended
Series 1994-5 Supplement, dated as of November 1, 1994
Series 1994-6 Supplement, dated as of December 1, 1994
Series 1994-7 Supplement, dated as of December 1, 1994
Series 1995-1 Supplement, dated as of March 1, 1995
Series 1997-1 Supplement, dated as of March 1, 1997
1997 Supplemental Certificate Supplement, dated as of June 1, 1997
<PAGE>
SCHEDULE II
List of All Certificates
Outstanding Under the Agreement
Seller Certificate
Investor Certificates
---------------------
1994-5 (Class A and Class B)
1994-6
1994-7
1995-1 (Class A and Class B)
1997-1 (Class A, Class B and Class C)*
Supplemental Certificates
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1997 Supplemental Certificate
* Class C Interests are uncertificated
<PAGE>
SCHEDULE III
Purchaser's List of Servicing Officers
Name Title
---- -----
Peter W. Atwater Executive Vice President
Suzanne Bachman Vice President
Thomas J. Hopkins Vice President
Tracie Klein Vice President
Rebekah A. Sayers Vice President
F. Aubrey Thacker Vice President
<PAGE>
SCHEDULE IV
Notice from the Purchaser pursuant to Section 13.02(c) of the Agreement
relating to the relocation of the office from which the Servicer services
Receivables, keeps records concerning the Receivables and maintains its
principal executive office.
3 Christina Centre
201 North Walnut Street
Wilmington, Delaware 19801
<PAGE>
EXHIBIT 99.02
CHEVY CHASE MASTER CREDIT CARD TRUST
FIFTH AMENDMENT
TO THE
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
THIS FIFTH AMENDMENT TO THE AMENDED AND RESTATED POOLING AND SERVICING
AGREEMENT, dated as of September 30, 1998, (this "Amendment") is between CHEVY
CHASE BANK, F.S.B., a federally chartered stock savings bank ("Chevy Chase"), as
Seller and Servicer, and BANKERS TRUST COMPANY, as Trustee (the "Trustee") under
the Amended and Restated Pooling and Servicing Agreement dated as of August 1,
1994, between Chevy Chase, as Seller and Servicer, and the Trustee (as amended,
supplemented and in effect on the date hereof, and from time to time hereafter,
the "Pooling and Servicing Agreement").
RECITALS
WHEREAS, Chevy Chase wishes to amend the Pooling and Servicing Agreement as
provided herein in accordance with Section 13.01(a) of the Pooling and Servicing
Agreement and the Trustee is willing to consent to such amendment upon the terms
provided for herein.
NOW THEREFORE, in consideration of the premises and the agreements
contained herein, the parties hereto agree as follows:
SECTION 1. Definitions. Capitalized terms used herein and not otherwise
-----------
defined herein shall have the meanings specified in the Pooling and Servicing
Agreement. In addition, the following words and phrases shall have the following
meanings:
"Assignment and Assumption" shall mean the Assignment and Assumption
-------------------------
Agreement dated as of September 30, 1998 among Chevy Chase, CCB Holding
Corporation, Purchaser and the Trustee relating to the Trust, as amended
from time to time.
"CCBH" shall mean CCB Holding Corporation, a Delaware corporation that is a
----
wholly owned subsidiary of Chevy Chase, and its successors and assigns.
"Purchase and Sale Agreement" shall mean the Purchase and Sale Agreement
---------------------------
among Chevy Chase, CCBH and Purchaser, dated as of September 2, 1998, as
amended from time to time.
"Purchaser" shall mean First USA Bank, N.A., a national banking
---------
association, and its successors and assigns.
SECTION 2. Amendment of Section 1.01. From and after the Effective
-------------------------
Date, Section 1.01 of the Pooling and Servicing Agreement is hereby amended to
add the following definitions:
<PAGE>
"Acquired Assets" shall mean all of the Transferring Entities' consumer
---------------
revolving credit card accounts and all of the Transferring Entities' right,
title and interest in the receivables arising thereunder, which include all
of the Accounts and the remaining interest of the Transferring Entities in
the Receivables arising thereunder, the interest of the Transferring
Entities in the Participation Interests and the Seller's Interest and the
Seller Certificate and the rights of the Transferring Entities as the Cash
Collateral Depositors, and shall include the Assigned Assets.
"Assignment and Assumption" shall mean the Assignment and Assumption
-------------------------
Agreement dated as of September 30, 1998 among the Transferring Entities,
FUSA and the Trustee, as amended from time to time.
"Effective Date" shall mean the "Effective Date" as defined in the
--------------
Assignment and Assumption.
"FUSA" shall mean First USA Bank, N.A., a national banking association, and
----
its successors and assigns.
"Transferring Entities" shall mean Chevy Chase Bank, F.S.B., a federally
---------------------
chartered savings bank, CCB Holding Corporation, a Delaware corporation,
and their respective successors and assigns.
Section 1.01 is further amended to delete the definition of "Trust" in its
entirety and to substitute the following definition:
"Trust" shall mean the CC Master Credit Card Trust (formerly the Chevy
-----
Chase Master Credit Card Trust) created by this Agreement.
SECTION 3. References to Chevy Chase. From and after the Effective
-------------------------
Date, the following shall apply to the Pooling and Servicing Agreement:
All references to "Chevy Chase" or "the Bank" or "Chevy Chase Bank, F.S.B."
or any similar references shall, from and after the Effective Date of this
Amendment, be references to the Purchaser. Without limiting the generality of
the foregoing, the Purchaser shall be substituted for Chevy Chase in Sections
1.02(d), 2.07(c), 3.01(a), 3.01(b), 3.03, 3.08, 4.02, 4.03, 10.02(c) and
13.05(c) of the Pooling and Servicing Agreement.
SECTION 4. Amendment of Section 2.07(c). All references to "CCB Holding
----------------------------
Corporation" in Section 2.07(c) of the Pooling and Servicing Agreement shall be
amended to replace the words "CCB Holding Corporation" with the word "FUSA."
SECTION 5. Amendment of Sections 2.07(c) and 8.09. All references to
--------------------------------------
the "Chevy Chase 1995-A Spread Account Trust," the "Chevy Chase 1996-A Spread
Account Trust" and the "Chevy Chase 1997-A Spread Account Trust" shall be
amended by replacing the words "Chevy Chase 1995-A Spread Account Trust," "Chevy
Chase 1996-A Spread Account Trust" and "Chevy Chase 1997-A Spread Account Trust"
with "CC 1995-A Spread Account Trust (formerly
<PAGE>
the Chevy Chase 1995-A Spread Account Trust)," "CC 1996-A Spread Account Trust
(formerly the Chevy Chase 1996-A Spread Account Trust)" and "CC 1997-A Spread
Account Trust (formerly the Chevy Chase 1997-A Spread Account Trust)," as the
case may be.
SECTION 6. Amendment of Sections 1.01 and 2.03(f). Section 1.01 of the
--------------------------------------
Pooling and Servicing Agreement (definition of "UCC") shall be amended to
replace the word "Maryland" with the word "Delaware" and Sections 1.01
(definition of "Tax Opinion") and 2.03(f) of the Pooling and Servicing Agreement
shall be amended to replace the words "Maryland state income and franchise tax
purposes" with the words "Delaware state income tax purposes."
SECTION 7. Amendment of Sections 2.03(a), 2.04 and 3.03. Sections
--------------------------------------------
2.03(a), 2.04(a)(i) and 3.03(a) of the Pooling and Servicing Agreement shall be
amended to replace the words "federally chartered stock savings bank" and
"federally chartered savings banks" with the words "a national banking
association".
SECTION 8. Amendment of Section 3.03. The first sentence of Section
-------------------------
3.03 of the Pooling and Servicing Agreement shall be amended by replacing the
words "Chevy Chase Bank, F.S.B., as initial Servicer" with the words "FUSA, as
successor Servicer under Section 7.05."
SECTION 9. Amendment of Section 6.03(d). Section 6.03(d) of the
----------------------------
Pooling and Servicing Agreement shall be amended to replace the words "B.F. Saul
Real Estate Investment Trust" with the words "Banc One Corporation and its
successors."
SECTION 10. Amendment to Change Name of the Trust. From and after the
-------------------------------------
Effective Date, every reference in the Pooling and Servicing Agreement and in
any certificate or other document made or delivered pursuant thereto to the
"Chevy Chase Master Credit Card Trust" shall be amended to refer to the "CC
Master Credit Card Trust (formerly the Chevy Chase Master Credit Card Trust)"
and the name of the Trust shall be the "CC Master Credit Card Trust (formerly
the Chevy Chase Master Credit Card Trust)."
SECTION 11. Amendment to Section 7.05. Section 7.05 of the Pooling and
-------------------------
Servicing Agreement shall be amended by deleting the first sentence of such
Section (up to but not including clauses (a) through and including (f) thereof)
and substituting the following:
Section 7.05. Assumption of the Seller's Obligations. Notwithstanding the
--------------------------------------
provisions of Section 7.02, the Seller and the Holder of the Seller
Certificate may not assign, convey and transfer all of the Seller's
consumer revolving credit card accounts and the receivables arising
thereunder, which may include all, but not less than all, of the Accounts
and remaining interest of the Seller and of the Holder of the Seller
Certificate in the Receivables arising thereunder, in the Participation
Interests and in the Seller's Interest (collectively, the "Assigned
Assets"), together with all servicing functions and other obligations under
this Agreement or relating to the transactions contemplated hereby
(collectively, the "Assumed Obligations"), to another entity (the "Assuming
Entity") which may be an entity that is not affiliated with the Seller or
the Holder of the Seller Certificate, and the Seller and the Holder of the
Seller Certificate may not assign, convey and transfer the Assigned Assets
and the Assumed Obligations to the Assuming
<PAGE>
Entity, without the consent and approval of the Holders of the Certificates
in the proportions described in Section 9.02(a), except upon satisfaction
of the following conditions:
Section 7.05 shall be further amended by adding the following sentences to the
end thereof:
Upon the transfer by the Transferring Entities of the Assigned Assets and
Assumed Obligations to FUSA pursuant to this Section 7.05, FUSA shall be
and is deemed to be the Seller that transferred all Receivables to the
Trust and agrees to accept the reassignment of Receivables as provided in
Sections 2.05(b), 2.06, 2.07(a), 3.03 and 3.09 from the Trust (and to pay
any cash amounts in connection therewith), notwithstanding the fact that a
Receivable may have been transferred to the Trust on, prior to or after the
Effective Date. After the Effective Date, (i) no reassignment of a
Receivable shall be made to the Transferring Entity, (ii) any amounts
required to be deposited as a result of such reassignment shall be an
obligation of FUSA, and (iii) such reassignment to FUSA shall be the sole
remedy for the breach by the Transferring Entity of any representations,
warranties or covenants, as Seller or Servicer, under the Pooling and
Servicing Agreement.
SECTION 12. Amendment of Section 13.05. Section 13.05 shall be amended
--------------------------
to delete the words "8401 Connecticut Avenue, Chevy Chase, Maryland 20815,
Attention of the General Counsel (facsimile number (301) 986-7551)" with the
words "3 Christina Centre, 201 North Walnut Street, Wilmington, Delaware 19801,
Attention: George Hubley (facsimile: (302) 594-4111), with a copy to: First USA
Bank, N.A., 1601 Elm Street, 46/th/ Floor, Dallas, Texas 75201, Attention: Lisa
Warner (facsimile: (214) 849-2472)."
SECTION 13. Amendment of Section 2.01. Section 2.01 shall be amended to
-------------------------
add the following paragraphs at the end of such Section:
FUSA hereby confirms, affirms and ratifies the sale, transfer,
assignment, set over, conveyance and pledge to the Trustee on behalf of the
Trust, for the benefit of the Certificateholders, contained in the
Agreement and in each of the Assignments and acknowledges and agrees that
it is acquiring the Acquired Assets subject thereto, and FUSA hereby sells,
transfers, assigns, sets over and otherwise conveys to the Trustee, on
behalf of the Trust, for the benefit of the Certificateholders, all its
right, title and interest in, to and under the Receivables existing in the
Accounts on the Effective Date and thereafter created from time to time
until the termination of the Trust, all Interchange and Recoveries
allocable to the Trust, all moneys due or to become due and all amounts
received with respect to any of the foregoing and all proceeds (including
"proceeds" as defined in the UCC) of any of the foregoing and all moneys on
deposit in the Collection Account, the Special Funding Account and the
Series Accounts. FUSA does hereby confirm the conveyance set forth in this
Section 2.01 and in each Assignment and does hereby sell, transfer, assign,
set over and otherwise convey to the Trustee, on behalf of the Trust, for
the benefit of the Certificateholders, all of its right, title and interest
in, to and under the Receivables now existing and hereafter arising in the
accounts listed on
<PAGE>
Schedule I hereto, all Interchange and Recoveries allocable to the Trust,
all monies due or to become due and all amounts received with respect to
any of the foregoing and all monies on deposit in the Collection Account,
the Special Funding Account, the Series Accounts and the Series Enhancement
Accounts and all funds or other property therein or now or hereafter
credited thereto and all proceeds (including "proceeds" as defined in the
UCC) of any of the foregoing. In the event that the account number or bin
numbers of any such Accounts shall change as a result of the conversion of
such Accounts to Accounts issued by FUSA, the foregoing conveyance shall
extend to such new Accounts and FUSA shall furnish the Trustee with a list
of such new Accounts within 90 days of the conversion thereof.
It is the intention of the parties hereto that the arrangements with
respect to the Receivables shall constitute a purchase and sale of such
Receivables and not a loan. If, however, a regulatory agency or a court of
competent jurisdiction were to hold that the transactions evidenced hereby
constitute a loan and not a purchase and sale, it is the intention of the
parties hereto (including FUSA) that this Agreement shall constitute a
security agreement under applicable law, and that FUSA shall be deemed to
have granted to the Trustee, on behalf of the Trust, for the benefit of the
Certificateholders, a security interest which is perfected and of first
priority in all of FUSA's right, title and interest in, to or under the
Receivables and the other Trust Assets. In furtherance of the foregoing,
FUSA hereby grants to the Trustee, on behalf of the Trust, for the benefit
of the Certificateholders, a security interest, which shall be perfected
and of first priority, in all of FUSA's right, title and interest in, to
and under the Receivables existing in the Accounts on the Effective Date
and thereafter created from time to time until the termination of the
Trust, all Interchange and Recoveries allocable to the Trust, all moneys
due or to become due and all amounts received with respect to any of the
foregoing and all proceeds (including "proceeds" as defined in the UCC) of
any of the foregoing and all moneys on deposit in the Collection Account,
the Special Funding Account and the Series Accounts and this Agreement
shall constitute an applicable security agreement under applicable law.
The Trustee hereby acknowledges its acceptance on behalf of the Trust,
for the benefit of the Certificateholders, of all right, title and interest
in and to the property, now existing and hereafter created, conveyed to the
Trustee pursuant to the second preceding paragraph and declares that it
shall maintain such right, title and interest, upon the trust set forth in
this Agreement for the benefit of the Certificateholders. The Trustee also
hereby acknowledges its acceptance on behalf of the Trust, for the benefit
of the Certificateholders, of a security interest in all right, title and
interest in and to the property, now existing and hereafter created,
granted to the Trustee pursuant to the preceding paragraph and declares
that it shall maintain such right, title and interest upon the trust set
forth in this Agreement for the benefit of all the Certificateholders.
SECTION 14. Amendment of Series 1994-5 Supplement. The Series 1994-5
-------------------------------------
Supplement shall be amended to correct a typographical error in the definition
of "Class B Expected Final Payment Date" so that such date shall be the July
2000 Distribution Date.
<PAGE>
SECTION 15. Effectiveness. This Amendment shall become effective on the
-------------
Closing Date under the Purchase and Sale Agreement (the "Effective Date").
SECTION 16. Pooling and Servicing Agreement in Full Force and Effect as
-----------------------------------------------------------
Amended. Except as specifically amended hereby, all of the terms and conditions
- -------
of the Pooling and Servicing Agreement shall remain in full force and effect.
All references to the Pooling and Servicing Agreement in any other document or
instrument shall be deemed to mean such Pooling and Servicing Agreement as
amended by this Amendment. This Amendment shall not constitute a novation of the
Pooling and Servicing Agreement, but shall constitute an amendment thereof. The
parties hereto agree to be bound by the terms and obligations of the Pooling and
Servicing Agreement, as amended by this Amendment, as though the terms and
obligations of the Pooling and Servicing Agreement were set forth herein.
SECTION 17. Counterparts. This 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 18. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
-------------
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.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
Pooling and Servicing Agreement to be duly executed by their respective
authorized officers as of the day and year first above written.
CHEVY CHASE BANK, F.S.B.,
as Seller and Servicer
By: /s/ Joel A. Friedman
---------------------
Name: Joel A. Friedman
------------------
Title: Senior Vice President and Controller
------------------------------------
BANKERS TRUST COMPANY,
as Trustee
By: /s/ Louis Bodi
--------------
Name: Louis Bodi
----------
Title: Vice President
--------------
<PAGE>
SCHEDULE I
LIST OF ACCOUNTS
[Microfiche List of Accounts as of the Cut Off Date under the Purchase and Sale
Agreement delivered to the Trustee]
