EXHIBIT 4.18
CHASE ISSUANCE TRUST
AS ISSUER
CLASS A(20__-_) TERMS DOCUMENT
DATED AS OF __________, ____
TO
AMENDED AND RESTATED
CHASESERIES INDENTURE SUPPLEMENT
DATED AS OF OCTOBER 15, 2004
TO
AMENDED AND RESTATED
INDENTURE
DATED AS OF OCTOBER 15, 2004
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION
AS INDENTURE TRUSTEE AND COLLATERAL AGENT
THIS CLASS A(20__-_) TERMS DOCUMENT (this "Terms Document"), by and
between the CHASE ISSUANCE TRUST, a statutory trust created under the laws of
the State of Delaware (the "Issuer"), having its principal office at c/o
Wilmington Trust Company, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇, and ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, a national banking
association, as indenture trustee (the "Indenture Trustee") and collateral
agent (the "Collateral Agent"), is made and entered into as of ___________,
____.
Pursuant to this Terms Document, the Issuer and the Indenture Trustee
shall create a new Tranche of CHASEseries Class A Notes and shall specify the
principal terms thereof.
ARTICLE I
Definitions and Other Provisions of General Application
Section 1.01 Definitions. For all purposes of this Terms Document,
except as otherwise expressly provided or unless the context otherwise
requires:
(1) the terms defined in this Article have the meanings assigned to
them in this Article, and include the plural as well as the singular;
(2) all other terms used herein which are defined in the Indenture
Supplement, the Indenture or the Asset Pool Supplement, either directly or by
reference therein, have the meanings assigned to them therein;
(3) as used in this Terms Document and in any certificate or other
document made or delivered pursuant hereto or thereto, accounting terms not
defined in this Terms Document or in any such certificate or other document,
and accounting terms partly defined in this Terms Document or in any such
certificate or other document to the extent not defined, shall have the
respective meanings given to them under GAAP. To the extent that the
definitions of accounting terms in this Terms Document or in any such
certificate or other document are inconsistent with the meanings of such terms
under GAAP, the definitions contained in this Terms Document or in any such
certificate or other document shall control;
(4) the words "hereof," "herein," "hereunder" and words of similar
import when used in this Terms Document shall refer to this Terms Document as a
whole and not to any particular provision of this Terms Document; references to
any subsection, Section, clause, Schedule or Exhibit are references to
subsections, Sections, clauses, Schedules and Exhibits in or to this Terms
Document unless otherwise specified; the term "including" means "including
without limitation"; references to any law or regulation refer to that law or
regulation as amended from time to time and include any successor law or
regulation; references to any Person include that Person's successors and
assigns; and references to any agreement refer to such agreement, as amended,
supplemented or otherwise modified from time to time;
(5) in the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision contained in the
Indenture Supplement, the Indenture or the Asset Pool Supplement, the terms and
provisions of this Terms Document shall be controlling; and
(6) each capitalized term defined herein shall relate only to the
Class A(20__-_) Notes and no other Tranche of CHASEseries Notes issued by the
Issuer.
"Asset Pool Supplement" means the Amended and Restated Asset Pool One
Supplement to the Indenture, dated as of October 15, 2004, among the Issuer,
the Indenture Trustee and the Collateral Agent.
"BDL" means Banque de Luxembourg.
"Class A(20__-_) Adverse Event" means the occurrence of any of the
following: (a) an Early Amortization Event with respect to the Class A(20__-_)
Notes, (b) an Event of Default and acceleration of the Class A(20__-_) Notes,
(c) the Class A Usage of the Class B Required Subordinated Amount for the Class
A(20__-_) Notes becomes greater than zero or (d) the Class A Usage of the Class
C Required Subordinated Amount for the Class A(20__-_) Notes becomes greater
than zero.
"Class A(20__-_) Note" means any Note, substantially in the form set
forth in Exhibit A-1 to the Indenture Supplement, designated therein as a Class
A(20__-_) Note and duly executed and authenticated in accordance with the
Indenture.
"Class A(20__-_) Noteholder" means a Person in whose name a Class
A(20__-_) Note is registered in the Note Register.
"Class A(20__-_) Termination Date" means the earliest to occur of (a)
the Principal Payment Date on which the Outstanding Dollar Principal Amount of
the Class A(20__-_) Notes is paid in full, (b) the Legal Maturity Date and (c)
the date on which the Indenture is discharged and satisfied pursuant to Article
V thereof.
"Class A Required Subordinated Amount of Class B Notes" is defined in
Section 2.2(a).
"Class A Required Subordinated Amount of Class C Notes" is defined in
Section 2.2(b).
"Controlled Accumulation Amount" means $__________; provided, however,
if the Accumulation Period Length is determined to be less than twelve months
pursuant to Section 3.12(b)(ii) of the Indenture Supplement, the Controlled
Accumulation Amount for any Note Transfer Date with respect to the Class
A(20__-_) Notes will be the amount specified in the definition of "Controlled
Accumulation Amount" in the Indenture Supplement.
"Indenture" means the Amended and Restated Indenture, dated as of
October 15, 2004, between the Issuer and the Indenture Trustee.
2
"Indenture Supplement" means the Amended and Restated CHASEseries
Indenture Supplement, dated as of October 15, 2004, among the Issuer, the
Indenture Trustee and the Collateral Agent.
"Initial Dollar Principal Amount" means $_____________.
"Interest Payment Date" means ___________, ____ and the 15th day of
each month thereafter, or if such 15th day is not a Business Day, the next
succeeding Business Day.
"Interest Period" means, with respect to any Interest Payment Date,
the period from and including the previous Interest Payment Date (or in the
case of the initial Interest Payment Date, from and including the Issuance
Date) to but excluding such Interest Payment Date.
"Issuance Date" means ___________, ____.
"Legal Maturity Date" means ___________, ____.
["LIBOR" means, for any Interest Period, the London interbank offered
rate for one-month United States dollar deposits determined by the Trustee on
the LIBOR Determination Date for each Interest Period in accordance with the
provisions of Section 2.4.]
["LIBOR Determination Date" means (1) ___________, ____ for the period
from and including the Issuance Date through but excluding ___________, ____
and (2) for each interest period thereafter, the second London Business Day
prior to the commencement of the second and each subsequent Interest Period.]
["London Business Day" means any Business Day on which dealings in
deposits in United States Dollars are transacted in the London interbank
market.]
"Note Interest Rate" means a rate per annum equal to ____% [in excess
of LIBOR as determined by the Calculation Agent on the related LIBOR
Determination Date with respect to each Interest Period].
"Paying Agent" means ▇▇▇▇▇ Fargo Bank, National Association.
"Predecessor Note" means, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 3.06 of the Indenture in lieu of a
mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same
debt as the mutilated, lost, destroyed or stolen Note.
"Record Date" means, for any Note Transfer Date, the last Business Day
of the preceding Monthly Period.
3
["Reference Banks" means four major banks in the London interbank
market selected by the Beneficiary.]
"Scheduled Principal Payment Date" means ___________, ____.
"Stated Principal Amount" means $______________.
["Telerate Page 3750" means the display page currently so designated
on the Bridge Telerate Market Report (or such other page as may replace that
page on that service for the purpose of displaying comparable rates or
prices).]
Section 1.02 Governing Law. THIS TERMS DOCUMENT WILL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
Section 1.03 Counterparts. This Terms Document may be executed in any number of
counterparts, each of which so executed will be deemed to be an original, but
all such counterparts will together constitute but one and the same instrument.
Section 1.04 Ratification of Indenture and Indenture Supplement. As
supplemented by this Terms Document, each of the Indenture, the Asset Pool
Supplement and the Indenture Supplement is in all respects ratified and
confirmed and the Indenture as so supplemented by the Asset Pool Supplement and
the Indenture Supplement as so supplemented by this Terms Document shall be
read, taken and construed as one and the same instrument.
[END OF ARTICLE I]
4
ARTICLE II
The Class A(20__-_) Notes
Section 2.01 Creation and Designation. There is hereby created a
Tranche of CHASEseries Class A Notes to be issued pursuant to the Indenture and
the Indenture Supplement to be known as the "CHASEseries Class A(20__-_)
Notes."
Section 2.02 Specification of Required Subordinated Amount and Other
Terms.
(a) For the Class A(20__-_) Notes for any date of determination,
the Class A Required Subordinated Amount of Class B Notes will be an amount
equal to ___________% of (i) prior to the occurrence of a Class A(20__-_)
Adverse Event, the Adjusted Outstanding Dollar Principal Amount of the Class
A(20__-_) Notes on such date of determination or (ii) on and after the date on
which a Class A(20__-_) Adverse Event shall have occurred, the greater of (1)
the Adjusted Outstanding Dollar Principal Amount of the Class A(20__-_) Notes
on such date of determination and (2) the Adjusted Outstanding Dollar Principal
Amount of the Class A(20__-_) Notes as of the close of business on the day
immediately preceding the date on which such Class A(20__-_) Adverse Event
shall have occurred.
(b) For the Class A(20__-_) Notes for any date of determination,
the Class A Required Subordinated Amount of Class C Notes will be an amount
equal to ___________% of (i) prior to the occurrence of a Class A(20__-_)
Adverse Event, the Adjusted Outstanding Dollar Principal Amount of the Class
A(20__-_) Notes on such date or (ii) on and after the date on which a Class
A(20__-_) Adverse Event shall have occurred, the greater of (1) the Adjusted
Outstanding Dollar Principal Amount of the Class A(20__-_) Notes on such date
of determination and (2) Adjusted Outstanding Dollar Principal Amount of the
Class A(20__-_) Notes as of the close of business on the day immediately
preceding the date on which such Class A(20__-_) Adverse Event shall have
occurred.
(c) The Issuer may change the percentages or the formulas set forth
in either clause (a) or (b) above without the consent of any Noteholder so long
as the Issuer has (i) received written confirmation from each Note Rating
Agency that has rated any Outstanding Class A(20__-_) Notes that the change in
either of such percentages or formulas, as applicable, will not result in a
Ratings Effect with respect to any Outstanding Class A(20__-_) Notes and (ii)
delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust
Tax Opinion and an Issuer Tax Opinion.
Section 2.03 Interest Payment.
(a) For each Interest Payment Date, the amount of interest due with
respect to the Class A(20__-_) Notes shall be an amount equal to [one-twelfth
of] the product of (i)[(A) a fraction, the numerator of which is the actual
number of days in
5
the related Interest Period and the denominator of which is 360, times (B)]
the Note Interest Rate [in effect with respect to the related Interest
Period], times, (ii) the Outstanding Dollar Principal Amount of the Class
A(20__-_) Notes determined as of the close of business on the Interest Payment
Date preceding the related Note Transfer Date for the Class A(20__-_) Notes;
provided, however, that for the first Interest Payment Date the amount of
interest due with respect to the Class A(20__-_) Notes shall be
[$______________][an amount equal to the product of (x) the Outstanding Dollar
Principal Amount of the Class A(20__-_) Notes on the Issuance Date, (y) __
divided by 360 and (z) the Note Interest Rate in effect with respect to the
Class A(20__-_) Notes determined on __________, ____]. Interest on the Class
A(20__-_) Notes will be calculated on the basis of [the actual number of days
elapsed and] a 360-day year [consisting of twelve 30-day months].
(b) Pursuant to Section 3.03 of the Indenture Supplement, on each
Note Transfer Date with respect to the Class A(20__-_) Notes, the Indenture
Trustee shall deposit into the Class A(20__-_) Interest Funding Sub-Account the
portion of CHASEseries Available Finance Charge Collections allocable to the
Class A(20__-_) Notes.
[Section 2.04 Calculation Agent; Determination of LIBOR.
(a) The Issuer hereby agrees that for so long as any Class
A(20__-_) Notes are Outstanding, there shall at all times be an agent appointed
to calculate LIBOR for each Interest Period (the "Calculation Agent"). The
Issuer hereby initially appoints the Indenture Trustee as the Calculation Agent
for purposes of determining LIBOR for each Interest Period. The Calculation
Agent may be removed by the Issuer at any time. If the Calculation Agent is
unable or unwilling to act as such or is removed by the Issuer, or if the
Calculation Agent fails to determine LIBOR for an Interest Period, the Issuer
shall promptly appoint a replacement Calculation Agent that does not control or
is not controlled by or under common control with the Issuer or its Affiliates.
The Calculation Agent may not resign its duties, and the Issuer may not remove
the Calculation Agent, without a successor having been duly appointed.
(b) On each LIBOR Determination Date, the Calculation Agent shall
determine LIBOR on the basis of the rate for deposits in United States
dollars for a one-month period which appears on Telerate Page 3750 or on such
comparable system as is customarily used to quote LIBOR as of 11:00 a.m.,
London time, on such date. If such rate does not appear on Telerate Page 3750
or on a comparable system as is customarily used to quote LIBOR 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 one-month period. The Calculation Agent shall
request the principal London office of each of the Reference Banks to provide
a quotation of its rate. If at least two such quotations are provided, the
rate for that LIBOR Determination Date shall be the arithmetic mean of the
quotations. If fewer than two quotations are provided as requested, the rate
for that LIBOR Determination Date will be the arithmetic mean of the rates
quoted by major banks in New York City, selected by the
6
Beneficiary, 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 one-month period.
(c) The Note Interest Rate applicable to the then current and the
immediately preceding Interest Periods may be obtained by telephoning the
Indenture Trustee at its corporate trust office at (▇▇▇) ▇▇▇-▇▇▇▇ or such
other telephone number as shall be designated by the Indenture Trustee for
such purpose by prior written notice by the Indenture Trustee to each
Noteholder from time to time.
(d) On each LIBOR Determination Date, the Calculation Agent shall
send to the Indenture Trustee and the Beneficiary, by facsimile transmission,
notification of LIBOR for the following Interest Period.]
Section 2.05 Payments of Interest and Principal.
(a) Any installment of interest or principal payable on any Class
A(20__-_) Note which is punctually paid or duly provided for by the Issuer
and the Indenture Trustee on the applicable Interest Payment Date or
Principal Payment Date shall be paid by the Paying Agent to the Person in
whose name such Class A(20__-_) Note (or one or more Predecessor Notes) is
registered on the Record Date, by wire transfer of immediately available
funds to such Person's account as has been designated by written instructions
received by the Paying Agent from such Person not later than the close of
business on the third Business Day preceding the date of payment or, if no
such account has been so designated, by check mailed first-class, postage
prepaid to such Person's address as it appears on the Note Register on such
Record Date, except that with respect to Notes registered on the Record Date
in the name of the nominee of Cede & Co., payment shall be made by wire
transfer in immediately available funds to the account designated by such
nominee.
(b) The right of the Class A(20__-_) Noteholders to receive
payments from the Issuer will terminate on the first Business Day following
the Class A(20__-_) Termination Date.
Section 2.06 Form of Delivery of Class A(20__-_) Notes;
Depository; Denominations.
(a) The Class A(20__-_) Notes shall be delivered in the form of a
global Registered Note as provided in Sections 2.02 and 3.01(i) of the
Indenture, respectively.
(b) The Depository for the Class A(20__-_) Notes shall be The
Depository Trust Company, and the Class A(20__-_) Notes shall initially be
registered in the name of Cede & Co., its nominee.
(c) The Class A(20__-_) Notes will be issued in minimum
denominations of $1,000 and integral multiples of that amount.
7
Section 2.07 Delivery and Payment for the Class A(20__-_) Notes.
The Issuer shall execute and deliver the Class A(20__-_) Notes to the
Indenture Trustee for authentication, and the Indenture Trustee shall deliver
the Class A(20__-_) Notes when authenticated, each in accordance with Section
3.03 of the Indenture.
Section 2.08 Supplemental Indenture. The Issuer may enter into a
supplemental indenture with respect to the Class A(20__-_) Notes as provided
in Section 9.01 of the Indenture; provided, however, that any supplemental
indenture which provides for an additional or alternative form of credit
enhancement for the Class A(20__-_) Notes shall, in addition to the
requirements set forth in Section 9.01 of the Indenture, require confirmation
from the Note Rating Agencies that have rated any Outstanding Notes of the
CHASEseries that such change in credit enhancement will not result in a
Ratings Effect with respect to any Outstanding Notes of the CHASEseries.
Section 2.09 Appointment of co-Paying Agent and co-Transfer
Agent. BDL is appointed as co-paying agent and as co-transfer agent in
Luxembourg with respect to the Class A(20__-_) Notes for so long as the Class
A(20__-_) Notes are listed on the Luxembourg Stock Exchange. Any reference in
this Terms Document, the Indenture Supplement, the Asset Pool Supplement and
the Indenture to the Paying Agent or the Transfer Agent shall be deemed to
include BDL as co-paying agent or co-transfer agent, as the case may be,
unless the context requires otherwise.
[END OF ARTICLE II]
8
IN WITNESS WHEREOF, the parties hereto have caused this Terms
Document to be duly executed, all as of the day and year first above written.
CHASE ISSUANCE TRUST
By: CHASE MANHATTAN BANK
USA, NATIONAL ASSOCIATION,
as Beneficiary and not in its
individual capacity
By: ______________________________
Name:
Title:
▇▇▇▇▇ FARGO BANK, NATIONAL
ASSOCIATION, as Indenture Trustee
and Collateral Agent
By: ______________________________
Name:
Title:
TABLE OF CONTENTS
PAGE
----
ARTICLE I
Definitions and Other Provisions of General Application
Section 1.01 Definitions....................................................................1
Section 1.02 Governing Law..................................................................4
Section 1.03 Counterparts...................................................................4
Section 1.04 Ratification of Indenture and Indenture Supplement.............................4
ARTICLE II
The Class A(20__-_) Notes
Section 2.01 Creation and Designation.......................................................5
Section 2.02 Specification of Required Subordinated Amount and Other Terms..................5
Section 2.03 Interest Payment...............................................................6
Section 2.04 Calculation Agent; Determination of LIBOR......................................6
Section 2.05 Payments of Interest and Principal.............................................7
Section 2.06 Form of Delivery of Class A(20__-_) Notes; Depository; Denominations...........7
Section 2.07 Delivery and Payment for the Class A(20__-_) Notes.............................8
Section 2.08 Supplemental Indenture.........................................................8
Section 2.09 Appointment of co-Paying Agent and co-Transfer Agent...........................8
i