Exhibit 1.3
CHASE CREDIT CARD OWNER TRUST 1999-3
UNDERWRITING AGREEMENT
(Standard Terms)
September 23, 1999
Chase Securities Inc.
As Underwriter and as
Representative of the
several Underwriters
named in the
Terms Agreement
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Chase Manhattan Bank USA, National Association (the "Bank"),
proposes to form the Chase Credit Card Owner Trust 1999-3_(the "Owner Trust")
to sell the Asset Backed Notes designated in the applicable Terms Agreement
(as hereinafter defined)(the "Notes"). The Notes will be issued pursuant to
an Indenture (the "Indenture") Agreement between the Owner Trust and the
Indenture Trustee as described in the applicable Terms Agreement (the
"Indenture Trustee"). The Notes designated in the applicable Terms Agreement
will be sold in a public offering through the underwriters listed on Schedule
I to the applicable Terms Agreement (the "Underwriters"). Notes of any
Series sold to the Underwriters shall be sold pursuant to a Terms Agreement
by and between the Bank and the Underwriters, a form of which is attached
hereto as Exhibit A (a "Terms Agreement"), which incorporates by reference
this Underwriting Agreement (the "Agreement," which may include the
applicable Terms Agreement if the context so requires). Notes sold pursuant
to any Terms Agreement may include the benefits of a letter of credit, cash
collateral guaranty or account, collateral interest, surety bond, insurance
policy, spread account, reserve account or other similar arrangement for the
benefit of the Noteholders of such Series. The term "Applicable Terms
Agreement" means the Terms Agreement dated the date hereof.
Each Note will represent an obligation of the Owner Trust. The
assets of the Owner Trust will include the Series Certificate which will be
issued by the Chase Credit Card Master Trust (the "Master Trust")
concurrently with the issuance of the Notes, the Owner Trust Spread Account
and the Note Distribution Account. Each Series Certificate will represent a
specified percentage undivided interest in the Master Trust. The Series
Certificate will be issued in the aggregate principal amount specified in the
Terms Agreement pursuant to a Second Amended and Restated Pooling and
Servicing Agreement, dated as of September 1, 1996 (as amended and
supplemented as of the date hereof, the "Master Pooling and Servicing
Agreement") by and between the Bank, as Transferor and Servicer, and The Bank
of New York, as trustee (the "Master Trust Trustee"), as supplemented by the
Series Supplement specified in the Terms Agreement (the "Supplement" and
together with the Master Pooling and Servicing Agreement, the "Pooling and
Servicing Agreement"), by and between the Bank and the Master Trust Trustee.
The Series Certificate will be deposited into the Owner Trust by the Bank, as
Depositor, pursuant to a deposit and administration agreement between the
Bank and the Owner Trust (the "Deposit and Administration Agreement" )on or
before the Closing Date. The assets of the Master Trust include, among other
things, certain amounts due on a portfolio of MasterCard (Registered
Trademark) and VISA (Registered Trademark) revolving credit card accounts of
the Bank (the "Receivables"). To the extent not defined herein, capitalized
terms used herein have the meanings assigned to such terms in the Indenture.
Unless otherwise stated herein or in the applicable Terms Agreement, as the
context otherwise requires or if such term is otherwise defined in the
Indenture, each capitalized term used or defined herein or in the applicable
Terms Agreement shall relate only to the Notes designated in the applicable
Terms Agreement and no other Notes issued by the Trust.
Section 1. Representations and Warranties of the Bank. Upon the
execution of the applicable Terms Agreement, the Bank represents and warrants
to the Underwriters that:
(a) The Bank has prepared and filed with the Securities and
Exchange Commission (the "Commission") in accordance with the provisions
of the Securities Act of 1933, as amended, and the rules and regulations
of the Commission thereunder (collectively, the "Act"), a registration
statement on Form S-3 (having the registration number stated in the
applicable Terms Agreement), including a form of prospectus, relating to
the Series Certificate and the Notes. Such registration statement, as
amended at the time it was declared effective by the Commission,
including all material incorporated by reference therein, including all
information contained in any Additional Registration Statement (as
defined herein) and deemed to be part of such registration statement as
of the time such Additional Registration Statement (if any) was declared
effective by the Commission pursuant to the General Instructions of the
Form on which it was filed and including all information (if any) deemed
to be a part of such registration statement as of the time it was
declared effective by the Commission pursuant to Rule 430A(b) ("Rule
430A(b)") under the Act (such registration statement, the "Initial
Registration Statement") has been declared effective by the Commission.
If any post-effective amendment has been filed with respect to the
Initial Registration Statement, prior to the execution and delivery of
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the applicable Terms Agreement, the most recent such amendment has been
declared effective by the Commission. If (i) an additional registration
statement, including the contents of the Initial Registration Statement
incorporated by reference therein and including all information (if any)
deemed to be a part of such additional registration statement pursuant
to Rule 430A(b)(the "Additional Registration Statement") relating to the
Series Certificate and the Notes has been filed with the Commission
pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so filed,
has become effective upon filing pursuant to Rule 462(b), then the
Series Certificate and the Notes have been duly registered under the Act
pursuant to the Initial Registration Statement and such Additional
Registration Statement or (ii) an Additional Registration Statement is
proposed to be filed with the Commission pursuant to Rule 462(b) and
will become effective upon filing pursuant to Rule 462(b), then upon
such filing the Series Certificate and the Notes will have been duly
registered under the Act pursuant to the Initial Registration Statement
and such Additional Registration Statement. If the Bank does not
propose to amend the Initial Registration Statement or, if an Additional
Registration Statement has been filed and the Bank does not propose to
amend it and if any post-effective amendment to either such registration
statement has been filed with the Commission prior to the execution and
delivery of the applicable Terms Agreement, the most recent amendment
(if any) to each such registration statement has been declared effective
by the Commission or has become effective upon filing pursuant to Rule
462(c) under the Act or, in the case of any Additional Registration
Statement, Rule 462(b). The Initial Registration Statement and any
Additional Registration Statement are hereinafter referred to
collectively as the "Registration Statements" and individually as a
"Registration Statement." Copies of the Registration Statements,
together with any post-effective amendments have been furnished to the
Underwriters. The Bank proposes to file with the Commission pursuant to
Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus
Supplement") to the form of prospectus included in a Registration
Statement (such prospectus, in the form it appears in a Registration
Statement or in the form most recently revised and filed with the
Commission pursuant to Rule 424 is hereinafter referred to as the "Basic
Prospectus") relating to the Series Certificate and the Notes and the
plan of distribution thereof. The Basic Prospectus and the Prospectus
Supplement, together with any amendment thereof or supplement thereto,
is hereinafter referred to as the "Final Prospectus." Except to the
extent that the Underwriters shall agree in writing to a modification,
the Final Prospectus shall be in all substantial respects in the form
furnished to the Underwriters prior to the execution of the relevant
Terms Agreement, or to the extent not completed at such time, shall
contain only such material changes as the Bank has advised the
Underwriters, prior to such time, will be included therein. Any
preliminary form of the Prospectus Supplement which has heretofore been
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filed pursuant to Rule 424 is hereinafter called a "Preliminary Final
Prospectus;"
(b) The Initial Registration Statement, including such amendments
thereto as may have been required on the date of the applicable Terms
Agreement, and the Additional Registration Statement (if any), relating
to the Series Certificate or Notes, have been filed with the Commission
and such Initial Registration Statement as amended, and the Additional
Registration Statement (if any), have become effective. No stop order
suspending the effectiveness of the Initial Registration Statement or
the Additional Registration Statement (if any) has been issued and no
proceeding for that purpose has been instituted or, to the knowledge of
the Bank, threatened by the Commission;
(c) The Initial Registration Statement conforms, and any
amendments or supplements thereto and the Final Prospectus will conform,
in all material respects to the requirements of the Act and the Trust
Indenture Act of 1939 and the Rules and Regulations thereunder, and do
not and will not, as of the applicable effective date as to the Initial
Registration Statement and any amendment thereto, as of the applicable
filing date as to the Final Prospectus and any supplement thereto, and
as of the Closing Date, contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, and the
Additional Registration Statement (if any) and the Initial Registration
Statement conform, in all material respects to the requirements of the
Act, and do not and will not, as of the applicable effective date as to
the Additional Registration Statement, contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall apply
only during the period that a prospectus relating to the Notes or the
Series Certificate is required to be delivered under the Act by dealers
in connection with the initial public offering of such Series
Certificate or Notes (such period being hereinafter sometimes referred
to as the "prospectus delivery period"); provided, further, that this
representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information
furnished in writing to the Bank by or on behalf of the Underwriters
specifically for use in connection with the preparation of a
Registration Statement and the Final Prospectus;
(d) As of the Closing Date, the representations and warranties of
the Bank, as Transferor, in the Pooling and Servicing Agreement and the
Supplement and as Depositor in the Deposit and Administration Agreement
will be true and correct;
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(e) The Bank has been duly organized and is validly existing as a
national bank in good standing under the laws of the United States, with
power and authority to own its properties and conduct its business as
described in the Final Prospectus, and has been duly qualified as a
foreign corporation for the transaction of business and is in good
standing under the laws of each other jurisdiction in which it owns or
leases properties, or conducts any business, so as to require such
qualification, other than where the failure to be so qualified or in
good standing would not have a material adverse effect on the condition
(financial or otherwise), results of operations, business or prospects
of the Bank and its subsidiaries, taken as a whole;
(f) The Series Certificate has been duly authorized, and, when
issued and delivered pursuant to the Pooling and Servicing Agreement,
duly authenticated by the Master Trust Trustee and deposited into the
Owner Trust in exchange for the Notes, will be duly and validly
executed, issued and delivered and entitled to the benefits provided by
the Pooling and Servicing Agreement and the Supplement; the Notes have
been duly authorized, and, when executed, duly authenticated by the
Indenture Trustee and delivered pursuant to the Indenture, and paid for
by the Underwriters in accordance with the terms of the Indenture and
the applicable Terms Agreement, the Notes will be duly and validly
executed, issued and delivered and will constitute legal, valid and
binding obligations of the Owner Trust, enforceable against the Owner
Trust in accordance with their terms, except to the extent that the
enforceability thereof may be subject to bankruptcy, insolvency,
reorganization, conservatorship, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights as such laws would
apply in the event of the insolvency, liquidation or reorganization or
other similar occurrence with respect to the Owner Trust or in the event
of any moratorium or similar occurrence affecting the Owner Trust and to
general principles of equity; and the Series Certificate, the Pooling
and Servicing Agreement, the Supplement, the Notes and the Indenture
conform to the descriptions thereof in the Final Prospectus in all
material respects;
(g) When executed and delivered by the parties thereto, the Owner
Trust Agreement will constitute a legal, valid and binding obligation of
the Bank, enforceable against the Bank in accordance with its terms,
except to the extent that the enforceability thereof may be subject to
bankruptcy, insolvency, reorganization, conservatorship, moratorium or
other similar laws now or hereafter in effect relating to creditors'
rights as such laws would apply in the event of the insolvency,
liquidation or reorganization or other similar occurrence with respect
to the Bank or in the event of any moratorium or similar occurrence
affecting the Bank and to general principles of equity;
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(h) No consent, approval, authorization or order of, or filing
with, any court or governmental agency or body is required to be
obtained or made by the Bank for the consummation of the transactions
contemplated by this Agreement, the applicable Terms Agreement, the
Deposit and Administration Agreement, the Pooling and Servicing
Agreement or the Supplement except such as have been obtained and made
under the Act, such as may be required under state securities laws and
the filing of any financing statements required to perfect the Trust's
interest in the Receivables;
(i) The Bank is not in violation of its Articles of Association or
By-laws or in default in the performance or observance of any
obligation, agreement, covenant or condition contained in any agreement
or instrument to which it is a party or by which it or its properties is
bound which would have a material adverse effect on the transactions
contemplated herein, in the Pooling and Servicing Agreement or the
Supplement. The execution, delivery and performance of this Agreement,
the applicable Terms Agreement, the Pooling and Servicing Agreement, the
Supplement and the Deposit and Administration Agreement, and the
issuance and deposit of the Series Certificate and issuance and sale of
the Notes and compliance with the terms and provisions thereof will not
result in a breach or violation of any of the terms of, or constitute a
default under, any statute, rule, regulation or order of any
governmental agency or body or any court having jurisdiction over the
Bank or any of its properties or any material agreement or instrument to
which the Bank is a party or by which the Bank is bound or to which any
of the properties of the Bank is subject, or the Articles of Association
or By-laws of the Bank except for any such breaches or violations or
defaults as would not individually or in the aggregate have a material
adverse effect on the transactions contemplated herein, in the Pooling
and Servicing Agreement and the Supplement and in the Indenture and the
Deposit and Administration Agreement;
(j) Other than as set forth or contemplated in the Final
Prospectus, there are no legal or governmental proceedings pending or,
to the knowledge of the Bank, threatened to which any of the Bank or its
subsidiaries is or may be a party or to which any property of the Bank
or its subsidiaries is or may be the subject which, if determined
adversely to the Bank, could individually or in the aggregate reasonably
be expected to have a material adverse effect on the Bank's credit card
business or on the interests of the holders of the Series Certificate or
the Notes; and there are no contracts or other documents of a character
required to be filed as an exhibit to the Initial Registration Statement
or the Additional Registration Statement (if any) or to be described in
the Initial Registration Statement, the Additional Registration
Statement (if any) or the Basic Prospectus which are not filed or
described as required; and
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(k) Each of this Agreement and the applicable Terms Agreement have
been duly authorized, executed and delivered by the Bank.
Section 2. Purchase and Sale. Subject to the terms and conditions
and in reliance upon the covenants, representations and warranties herein set
forth, the Bank agrees to sell to the Underwriters, and the Underwriters
agree to purchase from the Bank, the principal amount of Notes set forth
opposite each Underwriter's name in Schedule I to the applicable Terms
Agreement. The purchase price for the Notes shall be as set forth in the
applicable Terms Agreement.
The Bank acknowledges and agrees that Chase Securities Inc. may
sell Notes to any of its affiliates, and that any such affiliates may sell
such Notes to Chase Securities Inc.
Section 3. Delivery and Payment. Unless otherwise provided in the
applicable Terms Agreement, payment for Notes shall be made to the Bank or to
its order by wire transfer of same day funds at the offices of ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ in New York, New York at 10:00 A.M., New York City time,
on the Closing Date (as hereinafter defined) specified in the Terms
Agreement, or at such other time on the same or such other date as the
Underwriters and the Bank may agree upon. The time and date of such payment
for the Notes as specified in the applicable Terms Agreement are referred to
herein as the "Closing Date." As used herein, the term "Business Day" means
any day other than a day on which banks are permitted or required to be
closed in New York City.
Unless otherwise provided in the applicable Terms Agreement,
payment for the Notes shall be made against delivery to the Underwriters of
the Notes registered in the name of Cede & Co. as nominee of The Depository
Trust Company and in such denominations as the Underwriters shall request in
writing not later than two full Business Days prior to the Closing Date. The
Bank shall make the Notes available for inspection by the Underwriters in New
York, New York not later than one full Business Day prior to the Closing
Date.
Section 4. Offering by Underwriters. It is understood that the
Underwriters propose to offer the Notes for sale to the public, which may
include selected dealers, as set forth in the Final Prospectus.
Section 5. Covenants of the Bank. The Bank covenants and agrees
with the Underwriters that upon the execution of the applicable Terms
Agreement:
(a) Promptly following the execution of such applicable Terms
Agreement, the Bank will prepare a Prospectus Supplement relating to the
issuance of the Series Certificate and the Notes, setting forth the
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amount of Notes covered thereby and the terms thereof not otherwise
specified in the Basic Prospectus, the price at which such Notes are to
be purchased by the Underwriters, the initial public offering price, the
selling concessions and allowances, and such other information as the
Bank deems appropriate. The Bank will file such Prospectus Supplement
with the Commission pursuant to Rule 424 within the time prescribed
therein and will provide evidence satisfactory to the Underwriters of
such timely filing. In addition, to the extent that the Underwriters
(i) have provided to the Bank Collateral Term Sheets (as defined below)
that the Underwriters have provided to prospective investors, the Bank
will file such Collateral Term Sheets as an exhibit to a report on Form
8-K within two business days of its receipt thereof, or (ii) have
provided to the Bank Structural Term Sheets or Computational Materials
(each as defined below) that such Underwriters have provided to a
prospective investor, the Bank will file or cause to be filed with the
Commission a report on Form 8-K containing such Structural Term Sheet
and Computational Materials, as soon as reasonably practicable after the
date of this Agreement, but in any event, not later than the date on
which the Final Prospectus is filed with the Commission pursuant to Rule
424.
(b) During the prospectus delivery period, before filing any
amendment or supplement to the Initial Registration Statement, the
Additional Registration Statement (if any) or the Final Prospectus, the
Bank will furnish to the Underwriters copies of the proposed amendment
or supplement for review and will not file any such proposed amendment
or supplement to which any Underwriter reasonably objects.
(c) During the prospectus delivery period, the Bank will advise
the Underwriters promptly after it receives notice thereof, (i) when any
amendment to any Registration Statement shall have become effective,
(ii) of any request by the Commission for any amendment or supplement to
any Registration Statement or the Final Prospectus or for any additional
information, (iii) of the issuance by the Commission of any stop order
suspending the effectiveness of any Registration Statement or the
initiation or threatening of any proceeding for that purpose, and (iv)
of the receipt by the Bank of any notification with respect to any
suspension of the qualification of the Notes for offer and sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose; and will use its best efforts to prevent the issuance of any
such stop order or notification and, if any is issued, will promptly use
its best efforts to obtain the withdrawal thereof.
(d) If, at any time during the prospectus delivery period, any
event occurs as a result of which the Final Prospectus as then
supplemented would include any untrue statement of a material fact or
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omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading, or if it shall be necessary to amend or supplement the
Final Prospectus to comply with the Act, the Bank promptly will prepare
and file with the Commission, an amendment or a supplement which will
correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Notes for offer and sale
under the securities or Blue Sky laws of such jurisdictions as the
Underwriters shall reasonably request and will continue such
qualification in effect so long as reasonably required for distribution
of the Notes; provided, however, that the Bank shall not be obligated to
qualify to do business in any jurisdiction in which it is not currently
so qualified; and provided, further, that the Bank shall not be required
to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to each Underwriter, without charge, two
copies of each Registration Statement (including exhibits thereto), one
of which will be signed, and to each Underwriter conformed copies of
each Registration Statement (without exhibits thereto) and, during the
prospectus delivery period, as many copies of any Preliminary Final
Prospectus and the Final Prospectus and any supplement thereto as each
Underwriter may reasonably request.
(g) For a period from the date of this Agreement until the
retirement of the Notes, or until such time as the Underwriters shall
cease to maintain a secondary market in the Notes, whichever first
occurs, the Bank will deliver to each Underwriter (i) the annual
statements of compliance pursuant to the Indenture and the Pooling and
Servicing Agreement, (ii) the annual independent certified public
accountants' reports furnished to the Master Trust Trustee, (iii) all
documents required to be distributed to Certificateholders of the Master
Trust and to Noteholders of the Owner Trust and (iv) all documents filed
with the Commission pursuant to the Exchange Act or any order of the
Commission thereunder, in each case as provided to the Indenture
Trustee, Master Trust Trustee or filed with the Commission, as soon as
such statements and reports are furnished to the Indenture Trustee,
Master Trust Trustee or filed or, if an affiliate of the Bank is not the
Servicer, as soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the performance of
its obligations under this Agreement, including without limitation: (i)
expenses of preparing, printing and reproducing each Registration
Statement, the Preliminary Final Prospectus, the Final Prospectus, this
Agreement, the applicable Terms Agreement, the Pooling and Servicing
Agreement, the Indenture, the Deposit and Administration Agreement, the
Supplement, the Series Certificate, and the Notes, (ii) the cost of
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delivering the Notes to the Underwriters, (iii) any fees charged by
investment rating agencies for the rating of the Series Certificate and
the Notes, (iv) the Indenture Trustee's and the Owner Trustee's fees and
the reasonable fees and disbursements of the counsel thereto; and (v)
the reasonable expenses and costs (not to exceed the amount specified in
the applicable Terms Agreement) incurred in connection with "blue sky"
qualification of the Notes for sale in those states designated by the
Underwriters and the printing of memoranda relating thereto (it being
understood that, except as specified in this paragraph (h) and in
Sections 8 and 9 hereof, the Underwriters will pay all of their costs
and expenses, including the fees of counsel to the Underwriters,
transfer taxes on resale of any Notes by them and advertising expenses
connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect
to the Series Certificate or the Notes by the rating agency or agencies
that initially rate the Series Certificate or the Notes is conditional
upon the furnishing of documents or the taking of any other actions by
the Bank, the Bank shall furnish such documents and take any such other
actions.
(j) The Bank will cause the Trust to make generally available to
Noteholders and to the Underwriters as soon as practicable an earnings
statement covering a period of at least twelve months beginning with the
first fiscal quarter of the Trust occurring after the effective date of
the Initial Registration Statement (or, if later, the effective date of
the Additional Registration Statement), which shall satisfy the
provisions of Section 11(a) of the Act and Rule 158 of the Commission
promulgated thereunder.
(k) During the period beginning on the date hereof and continuing
to and including the Business Day following the Closing Date, the Bank
will not offer, sell, contract to sell or otherwise dispose of any
credit card asset-backed securities of the Bank which are substantially
similar to the Notes without the prior written consent of each
Underwriter or unless such securities are referenced in the Terms
Agreement.
Section 6. Representations and Warranties of the Underwriters.
Each Underwriter represents, warrants, covenants and agrees with the Bank
that:
(a) It either (A) has not provided any potential
investor with a Collateral Term Sheet (that is required to be filed
with the Commission within two business days of first use under the
Terms of the Public Securities Association Letter as described
below), or (B) has, substantially contemporaneously with its first
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delivery of such Collateral Term Sheet to a potential investor,
delivered such Collateral Term Sheet to the Bank, which Collateral
Term Sheet, if any, is attached to this Agreement as Exhibit B.
(b) It either (A) has not provided any potential
investor with a Structural Term Sheet or Computational Materials, or
(B) has provided any such Structural Term Sheet or Computational
Materials to the Bank, which Structural Term Sheets and Computational
Materials, if any, are attached to this Agreement as Exhibit C.
(c) It either (A) has not provided any potential
investor with a Series Term Sheet or (B) has provided any Series Term
Sheet to the Bank, which Series Term Sheets, if any, are attached to
this Agreement as Exhibit D.
(d) Each Collateral Term Sheet bears a legend
indicating that the information contained therein will be superseded
by the description of the collateral contained in the Prospectus
Supplement and, except in the case of the initial Collateral Term
Sheet, that such information supersedes the information in all prior
Collateral Term Sheets.
(e) Each Structural Term Sheet and Series Term Sheet
and all Computational Materials bear a legend substantially as
follows (or in such other form as may be agreed prior to the date of
this Agreement):
This information does not constitute either an offer
to sell or a solicitation of an offer to buy any of
the securities referred to herein. Information
contained herein is confidential and provided for
information only, does not purport to be complete
and should not be relied upon in connection with any
decision to purchase the securities. This
information supersedes any prior versions hereof and
will be deemed to be superseded by any subsequent
versions including, with respect to any description
of the securities or the underlying assets, the
information contained in the final Prospectus and
accompanying Prospectus Supplement. Offers to sell
and solicitations of offers to buy the securities
are made only by the final Prospectus and the
related Prospectus Supplement.
(f) It (at its own expense) agrees to provide to the
Bank any accountants' letters obtained relating to the Collateral
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Term Sheets, Structural Term Sheets and Computational Materials,
which accountants' letters shall be addressed to the Bank.
(g) It has not, and will not, without the prior
written consent of the Bank, provide any Collateral Term Sheets,
Structural Term Sheets, Series Term Sheets or Computational Materials
to any investor after the date of this Agreement.
(h) 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, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇ & Wood on behalf of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co.,
Inc. (which letter, and the SEC staff's response thereto, were
publicly available May 20, 1994). "Series Term Sheet" has the
meaning assigned to it in the April 4, 1996 letter of ▇▇▇▇▇▇ &
▇▇▇▇▇▇▇ on behalf of Greenwood Trust Company (which letter, and the
SEC staff's response thereto, were publicly available April 5, 1996).
(i) (x) It has not offered or sold, and shall not
offer or sell any Notes to persons in the United Kingdom except to
persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the
purposes of their businesses or otherwise in circumstances which do
not constitute an offer to the public in the United Kingdom for the
purposes of the Public Offers of Securities Regulations 1995; (y) it
has complied and shall comply with all applicable provisions of the
Financial Services ▇▇▇ ▇▇▇▇ with respect to anything done by it in
relation to the Notes in, from or otherwise involving the United
Kingdom; and (z)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 or sale of Notes to a person who is of kind
described in Article 11(3) of the Financial Services Act of 1986
(Investment Advertisements) (Exemptions) Order 1996 (as amended) or
is a person to whom the document may otherwise lawfully be issued or
passed on.
Section 7. Conditions to the Obligations of the
Underwriters. The obligations of the Underwriters to purchase and pay for
Notes on the Closing Date shall be subject to the accuracy of the
representations and warranties of the Bank contained herein, to the accuracy
of the statements of the Bank made in any Notes pursuant to the terms hereof,
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to the performance by the Bank of its obligations hereunder and under the
applicable Terms Agreement and to the following additional conditions:
(a) The Final Prospectus shall have been filed with the
Commission pursuant to Rule 424 in the manner and within the
applicable time period prescribed for such filing by the rules and
regulations of the Commission under the Act and in accordance with
Section 5(a) of this Agreement; and, as of the Closing Date, no stop
order suspending the effectiveness of any Registration Statement
shall have been issued, and no proceedings for such purpose shall
have been instituted or threatened by the Commission; and all
requests for additional information from the Commission with respect
to any Registration Statement shall have been complied with to the
reasonable satisfaction of the Representative.
(b) Subsequent to the date of this Agreement, there
shall not have occurred (i) any change, or any development involving
a prospective change, in or affecting particularly the business or
properties of the Bank which materially impairs the investment
quality of the Notes; (ii) any suspension or material limitation of
trading of securities generally on the New York Stock Exchange or the
American Stock Exchange; (iii) a declaration of a general moratorium
on commercial banking activities in New York by either Federal or New
York State authorities; or (iv) any material outbreak or declaration
of hostilities or other calamity or crisis the effect of which on the
financial markets of the United States is such as to make it, in the
judgment of the Representative, impracticable to market the Notes on
the terms specified herein and the applicable Terms Agreement.
(c) The Underwriters have received a certificate of a
Vice President or other proper officer of the Bank, dated the Closing
Date, in which such officer, to the best of his knowledge, shall
state that (i) the representations and warranties of the Bank in this
Agreement are true and correct in all material respects, (ii) the
Bank has complied with all agreements and satisfied all conditions on
its part to be performed or satisfied at or prior to the Closing
Date, (iii) no stop order suspending the effectiveness of a
Registration Statement has been issued and no proceedings for that
purpose have been instituted or are threatened by the Commission and
(iv) the Final Prospectus does not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading.
(d) The Bank shall have furnished to the Underwriters
the opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Bank,
-13-
dated the Closing Date, in substantially the forms attached hereto as
Exhibit 1 (with respect to Rule 10b-5 and other matters), Exhibit 2
(with respect to corporate, UCC and FIRREA matters relating to the
Master Trust, the Receivables, the Owner Trust, the Series
Certificate and the Notes) and Exhibit 3 (with respect to tax
matters), with only such changes as shall be reasonably satisfactory
to the Representative.
(e) The Underwriters shall have received from Skadden,
Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Underwriters, one or
more opinions, each dated the Closing Date, with respect to the
validity of the Notes, the Initial Registration Statement, the
Additional Registration Statement (if any), the Final Prospectus,
certain matters of the Uniform Commercial Code, as adopted in the
State of Delaware, and such other related matters as the
Representative may reasonably require, and the Bank shall have
furnished to such counsel such documents as they request for the
purpose of enabling them to pass on such matters.
(f) At the date of the applicable Terms Agreement and at
the Closing Date, PriceWaterhouseCoopers LLP (or such other
independent public accountants as shall be named in the applicable
Terms Agreement), certified independent public accountants for the
Bank, shall have furnished to the Underwriters a letter or letters,
dated respectively as of the date of the applicable Terms Agreement
and as of the Closing Date confirming that they are certified
independent public accountants within the meaning of the Act and the
Exchange Act, and the respective applicable published rules and
regulations thereunder and substantially in the form heretofore
agreed and otherwise in form and in substance satisfactory to the
Representative and counsel for the Underwriters.
(g) The Underwriters shall receive evidence satisfactory
to it that, on or before the Closing Date, UCC-1 financing statements
have been or are being filed in the office of the Secretary of State
of the State of Delaware, reflecting (i) the interest of the Master
Trust Trustee in the Receivables and the proceeds thereof, (ii) the
interest of the Owner Trust in the Series Certificate and (iii) the
interest of the Indenture Trustee, for the benefit of the holders of
the Notes, in the Series Certificate.
(h) The Underwriters shall have received from ▇▇▇▇▇,
▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, counsel to the Master Trust Trustee, an
opinion, dated the Closing Date, to the effect that:
(i) The Master Trust Trustee has been duly
organized and is validly existing as a banking corporation
-14-
under the laws of New York and has the corporate power and
authority to conduct business and affairs as a trustee.
(ii) The Master Trust Trustee has the
corporate power and authority to perform the duties and
obligations of trustee under, and to accept the trust
contemplated by, the Pooling and Servicing Agreement, and
the Supplement.
(iii) Each of the Pooling and Servicing
Agreement and the Supplement has been duly authorized,
executed, and delivered by the Master Trust Trustee and
constitutes a legal, valid and binding obligation of the
Master Trust Trustee enforceable against the Master Trust
Trustee in accordance with its terms, subject to the effects
of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating
to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in
equity or at law).
(iv) The Series Certificate has been duly
executed and authenticated by the Master Trust Trustee.
(v) Neither the execution nor the delivery by
the Master Trust Trustee of the Pooling and Servicing
Agreement and the Supplement nor the consummation of any of
the transactions contemplated thereby require the consent or
approval of, the giving of notice to, the registration with,
or the taking of any other action with respect to, any
governmental authority or agency under any existing federal
or state law governing the banking or trust powers of the
Master Trust Trustee.
(vi) The execution and delivery of the Pooling
and Servicing Agreement and the Supplement by the Master
Trust Trustee and the performance by the Master Trust
Trustee of their respective terms do not conflict with or
result in a violation of (x) any law or regulation of any
governmental authority or agency under any existing federal
or state law governing the banking or trust powers of the
Master Trust Trustee, or (y) the Certificate of
Incorporation or By-laws of the Master Trust Trustee.
(i) The Underwriters shall have received an opinion
ofRichards, ▇▇▇▇▇▇ & Finger, special counsel to the Owner Trustee,
reasonably satisfactory to the Underwriters and their counsel, dated
-15-
the Closing Date, in substantially the form attached hereto as
Exhibit 4, with only such changes as shall be reasonably satisfactory
to the Representative.
(j) The Underwriters shall have received an opinion of
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Owner Trust,
reasonably satisfactory to the Underwriters and their counsel, dated
the Closing Date, in substantially the form attached hereto as
Exhibit 5, with only such changes as shall be reasonably satisfactory
to the Representative.
(k) The Underwriters shall have received an opinion of
▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, special counsel to the Indenture
Trustee, reasonably satisfactory to the Underwriters and their
counsel, dated the Closing Date, in substantially the form attached
hereto as Exhibit 5, with only such changes as shall be reasonably
satisfactory to the Representative.
(l) The Underwriters shall have received evidence
satisfactory to them that the Series Certificate and the Notes shall
be rated in accordance with the applicable Terms Agreement by the
Rating Agency.
(m) The Underwriters shall have received a certificate
of a Vice President or other proper officer of the Servicer, dated
the Closing Date, in which such officer, to the best of his or her
knowledge, shall state that the representations and warranties of the
Servicer in the Pooling and Servicing Agreement and the Supplement
are true and correct.
(n) All proceedings in connection with the transactions
contemplated by this Agreement and all documents incident hereto
shall be reasonably satisfactory in form and substance to the
Underwriters and counsel for the Underwriters in all material
respects and the Underwriters and counsel for the Underwriters shall
have received such information, certificates and documents as the
Underwriters or counsel for the Underwriters may reasonably request.
If any of the conditions specified in this Section 7 shall not have
been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Underwriters and their counsel,
this Agreement and all obligations of the Underwriters hereunder may be
cancelled at, or at any time prior to, the Closing Date by the Underwriters.
Notice of such cancellation shall be given to the Bank in writing or by
telephone or facsimile confirmed in writing.
-16-
Section 8. Reimbursement of Underwriters' Expenses. If the
sale of the Notes provided for herein is not consummated because any
condition to the obligations of the Underwriters set forth in Section 7
(other than the condition set forth in paragraph (b) of Section 7) is not
satisfied, or because of any refusal, inability or failure on the part of the
Bank to perform any agreement herein or comply with any provision hereof
other than by reason of a default by the Underwriters, the Bank will
reimburse the Underwriter for all out-of-pocket expenses (including
reasonable fees and disbursements of counsel) that shall have been incurred
by it in connection with the proposed purchase and sale of the Notes and upon
demand the Bank shall pay the full amount thereof to the Representative.
Section 9. Indemnification and Contribution. (a) The Bank
agrees to indemnify and hold harmless the Underwriters, each of the directors
thereof, each of the officers who are involved in the Offering and each
person, if any, who controls each Underwriter within the meaning of the Act
against any and all losses, claims, damages or liabilities, joint or several,
to which they or any of them may become subject under the Act, the Exchange
Act or any other federal or state statutory law or regulation, at common law
or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement as originally filed or in any amendment thereof, or in
any Preliminary Final Prospectus or the Final Prospectus, or in any amendment
thereof or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party for any legal or other
expenses reasonably incurred by it in connection with investigating or
preparing to defend or defending any such loss, claim, damage, liability or
action as such expenses are incurred; provided, however, that (i) the Bank
will not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any such untrue statement
or alleged untrue statement or omission or alleged omission made in any of
such documents in reliance upon and in conformity with written information
furnished to the Bank by or on behalf of the Underwriters specifically for
use therein, and (ii) such indemnity with respect to any Preliminary Final
Prospectus shall not inure to any benefit of any Underwriter (or any person
controlling any of the Underwriters) from whom the person asserting any such
loss, claim, damage or liability purchased the Notes which are the subject
thereof if such person did not receive a copy of the Final Prospectus (or the
Final Prospectus as supplemented) at or prior to the confirmation of the sale
of such Notes to such person in any case where such delivery is required by
the Act and the untrue statement or omission of a material fact contained in
such Preliminary Final Prospectus was corrected in the Final Prospectus (or
the Final Prospectus as supplemented). This indemnity agreement will be in
addition to any liability which the Bank may otherwise have.
-17-
(b) Each Underwriter agrees to indemnify and hold
harmless the Bank, each of the directors thereof, each of the officers who
signs a Registration Statement, and each person who controls the Bank within
the meaning of the Act, to the same extent as the foregoing indemnities from
the Bank to the Underwriters, but only with reference to written information
furnished to the Bank by or on behalf of each Underwriter specifically for
use in the preparation of the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability
which each Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under
this Section 9 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 9, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party will not relieve it from any liability which it may have
to any indemnified party otherwise than under this Section 9 unless the
indemnifying party is materially prejudiced thereby. In case any such action
is brought against any indemnified party, and it notifies the indemnifying
party of the commencement thereof, the indemnifying party will be entitled to
appoint counsel satisfactory to such indemnified party to represent the
indemnified party in such action; provided, however, that, if the defendants
in any such action include both the indemnified party and the indemnifying
party and the indemnified party shall have reasonably concluded that there
may be legal defenses available to it and/or other indemnified parties which
are different from or additional to those available to the indemnifying
party, the indemnified party or parties shall have the right to select
separate counsel to defend such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such
indemnified party of its election so to appoint counsel to defend such action
and approval by the indemnified party of such counsel, the indemnifying party
will not be liable to such indemnified party under this Section 9 for any
legal or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof unless (i) the indemnified party shall
have employed separate counsel in accordance with the proviso to the next
preceding sentence (it being understood, however, that the indemnifying party
shall not be liable for the expenses of more than one separate counsel,
approved by the Underwriter(s) being indemnified in the case of paragraph (a)
of this Section 9, representing the indemnified parties under such paragraph
(a) who are parties to such action), (ii) the indemnifying party shall not
have employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of commencement of
the action or (iii) the indemnifying party has authorized the employment of
counsel for the indemnified party at the expense of the indemnifying party;
and except that, if clause (i) or (iii) is applicable, such liability shall
be only in respect of the counsel referred to in such clause (i) or (iii).
-18-
(d) If recovery is not available or is insufficient
under the foregoing indemnification provisions of this Section 9, for any
reason other than as specified herein, the parties entitled to
indemnification by the terms hereof shall be entitled to contribution to
liabilities and expenses, except to the extent that contribution is not
permitted under Section 11(f) of the Act. In determining the amount of
contribution to which the Bank and the Underwriter are entitled, there shall
be considered the relative benefits received by each from the offering of the
Notes (taking into account the total proceeds of the offering received by the
Bank and the total underwriting discounts and commissions received by the
Underwriters), their relative knowledge and access to information concerning
the matter with respect to which the claim was asserted, the opportunity to
correct and prevent any statement or omission, and any other equitable
considerations appropriate under the circumstances. The Bank and the
Underwriters agree that it would not be equitable if the amount of such
contribution were determined by pro rata or per capita allocation. None of
the Underwriters nor any person controlling any Underwriter shall be
obligated to make contribution hereunder which in the aggregate exceeds the
total public offering price of the Notes purchased by such Underwriter under
this Agreement, less the aggregate amount of any damages which any
Underwriter and its controlling persons have otherwise been required to pay
in respect of the same claim or any substantially similar claim.
Section 10. Default by an Underwriter. If, on the Closing
Date, any Underwriter or Underwriters default in the performance of its or
their obligations under this Agreement, the Representative may make
arrangements for the purchase of such Notes by other persons satisfactory to
the Bank and the Representative, including any of the Underwriters, but if no
such arrangements are made by the Closing Date, then each remaining
non-defaulting Underwriter shall be severally obligated to purchase the Notes
which the defaulting Underwriter or Underwriters agreed but failed to
purchase on the Closing Date in the respective proportions which the
principal amount of Notes set forth opposite the name of each remaining
non-defaulting Underwriter in Schedule I to the Terms Agreement bears to the
aggregate principal amount of Notes set forth opposite the names of all the
remaining non-defaulting Underwriters in Schedule I to the Terms Agreement;
provided, however, that the remaining non-defaulting Underwriters shall not
be obligated to purchase any of the Notes on the Closing Date if the
aggregate principal amount of Notes which the defaulting Underwriter or
Underwriters agreed but failed to purchase on such date exceeds one-eleventh
of the aggregate principal amount of the Notes to be purchased on the Closing
Date, and any remaining non-defaulting Underwriter shall not be obligated to
purchase in total more than 110% of the principal amount of the Notes which
it agreed to purchase on the Closing Date pursuant to the terms of Section 2.
If the foregoing maximums are exceeded and the remaining Underwriters or
other underwriters satisfactory to the Representative and the Bank do not
elect to purchase the Notes which the defaulting Underwriter or Underwriters
-19-
agreed but failed to purchase, this Agreement shall terminate without
liability on the part of any non-defaulting Underwriter or the Bank, except
that the provisions of Section 11 shall not terminate and shall remain in
effect. As used in this Agreement, the term "Underwriter" includes, for all
purposes of this Agreement unless the context otherwise requires, any party
not listed in Schedule I to the Terms Agreement who, pursuant to this Section
10, purchases Notes which a defaulting Underwriter agreed but failed to
purchase.
Section 11. Representations and Indemnities to Survive.
The respective agreements, representations, warranties, indemnities and other
statements of the Bank and of the Underwriters set forth in or made pursuant
to this Agreement will remain in full force and effect, regardless of any
investigation, or statement as to the results thereof, made by or on behalf
of you or the Bank or any of the officers, directors or controlling persons
referred to in Section 9 hereof, and will survive delivery of and payment for
the Notes. The provisions of Sections 8 and 9 hereof shall survive the
termination or cancellation of this Agreement.
Section 12. Notices. All communication hereunder shall be
in writing and, if sent to the Underwriters will be mailed, delivered or
telecopied and confirmed to them at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇., Telecopy No: (▇▇▇) ▇▇▇-▇▇▇▇; if sent
to the Bank, will be mailed, delivered or telecopied and confirmed to them
care of Chase Manhattan Bank USA, National Association, at ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇, Attention:
▇▇▇▇▇ ▇▇▇▇▇▇, Vice President.
Section 13. Secondary Trust or Special Purpose Vehicle.
Each Underwriter severally represents that it will not, at any time that such
Underwriter is acting as an "underwriter" (as defined in Section 2(11) of the
Act) with respect to the Notes, transfer, deposit or otherwise convey any
Notes into a trust or other type of special purpose vehicle that issues
securities or other instruments backed in whole or in part by, or that
represents interests in, such Notes without the prior written consent of the
Bank.
Section 14. Miscellaneous. This Agreement is to be
governed by, and construed in accordance with, the laws of the State of New
York; it may be executed in two or more counterparts, each of which when so
executed and delivered shall be an original, but all of which together shall
constitute one and the same instrument. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and assigns and the officers and directors and controlling persons
referred to in Section 9 hereof, and no other person shall have any right or
obligation hereunder. This Agreement supersedes all prior agreements and
understandings between the parties relating to the subject matter hereof,
-20-
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.
-21-
If you are in agreement with the foregoing, please sign the
counterpart hereof and return it to the Bank, whereupon this letter and your
acceptance shall become a binding agreement among the Bank and the
Underwriters.
Very truly yours,
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
By_____________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
CHASE SECURITIES INC.
as representative of the
Underwriters named in
Schedule I hereto
By _____________________________
Name:
Title:
-22-
Exhibit A
CHASE CREDIT CARD OWNER TRUST 1999-3__
CLASS A 6.66% ASSET BACKED NOTES, SERIES 1999-3
CLASS B 6.95% ASSET BACKED NOTES, SERIES 1999-3
CLASS C FLOATING RATE ASSET BACKED NOTES, SERIES 1999-3
TERMS AGREEMENT
Dated: September 23, 1999
To: Chase Manhattan Bank USA, National Association
Re: Underwriting Agreement dated September 23, 1999
Series Designation: Series 1999-3
Underwriters:
The Underwriters named on Schedule I attached hereto are the
"Underwriters" for the purpose of this Agreement and for the purposes of the
above-referenced Underwriting Agreement as such Underwriting Agreement is
incorporated herein and made a part hereof.
Terms of the Notes:
Initial Invested Interest Rate
Class Amount or Formula Price to Public
______ ________________ _____________ ___________________
Class A $850,000,000 6.66% 99.966344%
Class B $ 48,295,000 6.95% 99.959103%
Class C $ 67,615,000 LIBOR + 0.95 100.00%
[FN]
Plus accrued interest at the applicable rate from September 29, 1999.
Payment Dates: Class A: the 15th day of each month (or if such 15th day is
not a business day the next succeeding business day), commencing November 15,
1999.
-1-
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 November 15,
1999.
Class C: the 15th calendar day (or if such 15th day is not a business day,
the next succeeding business day) of each month, commencing November 15,
1999.
Certificate Ratings:
Class A: AAA by Standard & Poor's
Aaa by Moody's
AAA by Fitch
Class B: A by Standard & Poor's
A2 by Moody's
A by Fitch
Class C: BBB by Standard & Poor's
Baa2 by Moody's
BBB by Fitch
Indenture: Indenture, dated as of September 29, 1999 between Wilmington Trust
Company, not in its individual capacity but solely as Owner Trustee for the
Chase Credit Card Owner Trust 1999-3 and The Bank of New York, as Indenture
Trustee and securities intermediary.
Indenture Trustee: The Bank of New York
Owner Trustee: Wilmington Trust Company
Master Trust Trustee: The Bank of New York
Pooling and Servicing Agreement: The Second Amended and Restated Pooling and
Servicing Agreement, dated as of September 1, 1996, as amended, between Chase
Manhattan Bank USA, National Association, as Transferor on and after June 1,
1996, The Chase Manhattan Bank, as Transferor prior to June 1, 1996 and as
Servicer, and The Bank of New York, as Master Trust Trustee, on behalf of the
Certificateholders of Chase Credit Card Master Trust.
Supplement: Series 1999-3 Supplement, dated as of September 29, 1999,
between Chase Manhattan Bank USA, National Association, as Transferor on and
after June 1, 1996, The Chase Manhattan Bank, as Transferor prior to June 1,
1996 and as Servicer, and The Bank of New York, as Master Trust Trustee, on
behalf of the Series 1999-3_Certificateholders.
Series Certificate: Series ▇▇▇▇-▇
-▇-
▇▇▇▇▇▇▇▇ Price:
The purchase price payable by the Underwriters for the Notes
covered by this Agreement will be the following percentage of the principal
amounts to be issued:
Per Class A Notes: 99.716344%
Per Class B Notes: 99.684103%
Per Class C Notes: 99.675%
Registration Statement: Registration No. 333-74303
Underwriting Commissions, Concessions and Discounts:
The Underwriter's discounts and commissions, the concessions
that the Underwriter may allow to certain dealers, and the discounts that
such dealers may reallow to certain other dealers, each expressed as a
percentage of the principal amount of the Class A Notes, Class B Notes and
Class C Notes shall be as follows:
Underwriting
Discounts Selling
Class and Concessions Concessions Reallowances
_____ _______________ ___________ ____________
Class A 0.250% 0.150% 0.125%
Class B 0.275% 0.175% 0.125%
Class C 0.325% 0.200% 0.125%
Closing Date: September 29, 1999, 10:00 a.m., New York Time
Location of Closing: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Payment for the Notes: Wire transfer of same day funds
Blue Sky Fees: Up to $25,000
-3-
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.
-4-
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:
-5-
SCHEDULE I
UNDERWRITERS
$850,000,000 Principal Amount of Class A 6.66% Asset Backed Certificates,
Series 1999-3_
Principal Amount
________________
Chase Securities Inc. $595,000,000
Bank One Capital Markets, Inc. 85,000,000
Merrill, Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated 85,000,000
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. 85,000,000
Total $850,000,000
$48,295,000 Principal Amount of Class B 6.95% Asset Backed Certificates,
Series 1999-3
Principal Amount
________________
Chase Securities Inc. $48,295,000
$67,615,000 Principal Amount of Class C Floating Rate Asset Backed
Certificates, Series 1999-3_
Principal Amount
________________
Chase Securities Inc. $67,615,000
-6-