EXHIBIT 4.20
CHASE ISSUANCE TRUST
AS ISSUER
CLASS C(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 C(20__-_) TERMS DOCUMENT (this "Terms Document"), by and
between the CHASE ISSUANCE TRUST, a statutory business 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 C 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 C(20__-_) Notes and no other Tranche of CHASEseries Notes issued by the
Issuer.
"Asset Pool Supplement" means the Amended and Restated Asset ool 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.
"Calculation Agent" is defined in Section 2.3(a).
"Class C Reserve Account Percentage" means, for any Monthly Period,
(i) zero, if the Quarterly Excess Spread Percentage for such Monthly Period is
greater than or equal to 4.50%, (ii) 1.50%, if the Quarterly Excess Spread
Percentage for such Monthly Period is less than 4.50% and greater than or equal
to 4.00%, (iii) 2.00%, if the Quarterly Excess Spread Percentage for such
Monthly Period is less than 4.00% and greater than or equal to 3.50%, (iv)
3.00%, if the Quarterly Excess Spread Percentage is less than 3.50% and greater
than or equal to 3.00%; (v) 4.00%, if the Quarterly Excess Spread Percentage for
such Monthly Period is less than 3.00% and greater than or equal to 2.50%, (vi)
5.00%, if the Quarterly Excess Spread Percentage is less than 2.50% and greater
than or equal to 2.00%, (vii) 6.00%, if the Quarterly Excess Spread Percentage
for such Monthly Period is less than 2.00% and greater than or equal to 0.00%
and (viii) 7.25%, if the Quarterly Excess Spread Percentage for such Monthly
Period is less than 0.00%.
"Class C(20__-_) Note" means any Note, substantially in the form set
forth in Exhibit A-3 to the Indenture Supplement, designated therein as a Class
C(20__-_) Note and duly executed and authenticated in accordance with the
Indenture.
"Class C(20__-_) Noteholder" means a Person in whose name a Class
C(20__-_) Note is registered in the Note Register.
"Class C(20__-_) Termination Date" means the earliest to occur of
(a) the Principal Payment Date on which the Outstanding Dollar Principal Amount
of the Class C(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.
"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 C(20__-_) Notes will be the amount specified in the definition of
"Controlled Accumulation Amount" in the Indenture Supplement.
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"Indenture" means the Amended and Restated Indenture, dated as of
October 15, 2004, between the Issuer and the Indenture Trustee.
"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.
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"Quarterly Excess Spread Percentage" means, for each Determination
Date, the percentage equivalent of a fraction the numerator of which is the sum
of the Excess Spread Percentages with respect to the immediately preceding three
Monthly Periods and the denominator of which is three.
"Record Date" means, for any Note Transfer Date, the last Business
Day of the preceding Monthly Period.
["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 C(20__-_) Notes
Section 2.01 Creation and Designation. There is hereby created a
Tranche of CHASEseries Class C Notes to be issued pursuant to the Indenture and
the Indenture Supplement to be known as the "CHASEseries Class C(20__-_) Notes."
Section 2.02 Interest Payment.
(a) For each Interest Payment Date, the amount of interest due
with respect to the Class C(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 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 C(20__-_) Notes determined as of the close of business on the Interest
Payment Date preceding the related Note Transfer Date for the Class C(20__-_)
Notes; provided, however, that for the first Interest Payment Date the amount of
interest due with respect to the Class C(20__-_) Notes shall be
[$______________][an amount equal to the product of (x) the Outstanding Dollar
Principal Amount of the Class C(20__-_) Notes on the Issuance Date, (y) __
divided by 360 and (z) the Note Interest Rate in effect with respect to the
Class C(20__-_) Notes determined on __________, ____]. Interest on the Class
C(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 C(20__-_) Notes, the Indenture
Trustee shall deposit into the Class C(20__-_) Interest Funding Sub-Account the
portion of CHASEseries Available Finance Charge Collections allocable to the
Class C(20__-_) Notes.
[Section 2.03 Calculation Agent; Determination of LIBOR.
(a) The Issuer hereby agrees that for so long as any Class
C(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.
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(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 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 2.04 Payments of Interest and Principal.
(a) Any installment of interest or principal, if any, payable on
any Class C(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 C(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 C(20__-_) Noteholders to receive
payments from the Issuer will terminate on the first Business Day following the
Class C(20__-_) Termination Date.
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Section 2.05 Targeted Amount to be on Deposit in the Class C
Reserve Sub-Account. The amount targeted, with respect to any Monthly Period, to
be on deposit in the Class C Reserve Sub-Account for the Class C(20__-_) Notes
on the Note Transfer Date in the immediately succeeding Monthly Period, will, on
the issuance date, be zero and, thereafter, will be an amount equal to the
product of (A) the Class C Reserve Account Percentage for such Monthly Period
times (B) the Initial Outstanding Dollar Principal Amount of the CHASEseries
Notes (exclusive of (x) any Class or Tranche of CHASEseries Notes which will be
paid in full on the applicable Payment Date for such Class or Tranche of
CHASEseries Notes in the immediately succeeding Monthly Period and (y) any Class
or Tranche of CHASEseries Notes which will have a Nominal Liquidation Amount of
zero on the applicable Payment Date for such Class or Tranche of CHASEseries
Notes in the immediately succeeding Monthly Period) times (C) a fraction, the
numerator of which is the Nominal Liquidation Amount of the Class C(20__-_)
Notes as of the close of business on the last day of such Monthly Period
(exclusive of the amount deposited with respect to the Targeted Principal
Deposit Amount on the applicable Note Transfer Date for such Tranche of
CHASEseries Class C Notes in the next succeeding Monthly Period) and the
denominator of which is the Nominal Liquidation Amount of all Class C Notes in
the CHASEseries as of the close of business on the last day of such Monthly
Period (exclusive of the amount deposited with respect to the Targeted Principal
Deposit Amount on the applicable Note Transfer Date for all Tranches of
CHASEseries Class C Notes in the next succeeding Monthly Period); provided
however, that if an Early Redemption Event or Event of Default occurs with
respect to the Class C(20__-_) Notes, the amount targeted to be on deposit will
be the Initial Outstanding Dollar Principal Amount of the Class C(20__-_) notes.
The Issuer may change the percentage and methodology set forth
above for calculating the amount targeted to be on deposit in the Class C
Reserve Sub-Account for the Class C(20__-_) Notes 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 Notes of the CHASEseries that
the change in such percentage or formula will not result in a Ratings Effect
with respect to any Outstanding Class C(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 2.06 Form of Delivery of Class C(20__-_) Notes;
Depository; Denominations.
(a) The Class C(20__-_) Notes shall each 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 C(20__-_) Notes shall be The
Depository Trust Company, and the Class C(20__-_) Notes shall initially be
registered in the name of Cede & Co., its nominee.
(c) The Class C(20__-_) Notes will be issued in minimum
denominations of $1,000 and integral multiples of that amount.
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Section 2.07 Delivery and Payment for the Class C(20__-_) Notes. The
Issuer shall execute and deliver the Class C(20__-_) Notes to the Indenture
Trustee for authentication, and the Indenture Trustee shall deliver the Class
C(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 C(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 C(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 C(20__-_) Notes for so long as the Class C(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]
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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
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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 C(20__-_) Notes
Section 2.01 Creation and Designation..........................................................5
Section 2.02 Interest Payment..................................................................5
[Section 2.03 Calculation Agent; Determination of LIBOR.........................................5
Section 2.04 Payments of Interest and Principal................................................6
Section 2.05 Targeted Amount to be on Deposit in the Class C Reserve Sub-Account...............7
Section 2.06 Form of Delivery of Class C(20__-_) Notes; Depository; Denominations..............7
Section 2.07 Delivery and Payment for the Class C(20__-_) Notes................................8
Section 2.08 Supplemental Indenture............................................................8
Section 2.09 Appointment of co-Paying Agent and co-Transfer Agent..............................8