CHASE CREDIT CARD OWNER TRUST 1999-__
UNDERWRITING AGREEMENT
(Standard Terms)
[ ], 1999
Chase Securities Inc.
As Underwriter and as
Representative of the
several Underwriters
named in the
Terms Agreement
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Chase Manhattan Bank USA, National Association (the "Bank"),
proposes to form the Chase Credit Card Owner Trust 1999-__(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") described in the applicable
Terms Agreement between the Owner Trust and the Indenture Trustee
identified 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 an amended
and restated pooling and servicing agreement, dated as of ____,1999 (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(R) and VISA(R) 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 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 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;
(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 reorganizatin 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;
(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
Bylaws 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
(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 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
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 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 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 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) [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 of the Notes to a person who is of a kind
described in Article 11(3) of the Financial Services ▇▇▇ ▇▇▇▇
(Investment Advertisements)(Exemptions) Order 1996 or who is a person
to whom the document may otherwise lawfully be issued or passed on,
it has complied and shall comply with all applicable provisions of
the Financial Services ▇▇▇ ▇▇▇▇ of Great Britain with respect to
anything done by it in relation to the Notes in, from or otherwise
involving the United Kingdom and if that Underwriter is an authorized
person under the Financial Services ▇▇▇ ▇▇▇▇, it has only promoted
and shall only promote (as that term is defined in Regulation 1.02 of
the Financial Services (Promotion of Unregulated Schemes) Regulations
1991) to any person in the United Kingdom the scheme described in the
Prospectus if that person is of a kind described either in Section
76(2) of the Financial Services ▇▇▇ ▇▇▇▇ or in Regulation 1.04 of the
Financial Services (Promotion of Unregulated Schemes) Regulations
1991.]
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).
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, 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, 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 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 of
[______________], special counsel to the Owner Trustee, reasonably
satisfactory to the Underwriters and their counsel, dated 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
[______________], 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
[______________], 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.
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.
(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).
(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 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,
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.
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:
Exhibit A
CHASE CREDIT CARD OWNER TRUST 1999-__
CLASS A FLOATING RATE ASSET BACKED NOTES, SERIES 1999-
CLASS B FLOATING RATE ASSET BACKED NOTES, SERIES 1999-
CLASS C FLOATING RATE ASSET BACKED NOTES, SERIES 1999-
TERMS AGREEMENT
Dated: [ ], 1999
To: Chase Manhattan Bank USA, National Association
Re: Underwriting Agreement dated [ ], 1999
Series Designation: Series 1999-
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 (1)
----- ------------- -------------- -------------------
Class A $[ ] LIBOR + 0.[ ]% ________%
Class B $[ ] LIBOR + 0.[ ]% ________%
Class C $[ ] LIBOR + 0.[ ]% ________%
(1) Plus accrued interest at the applicable rate from [ ], 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 [ ], 1999.
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 [ ], 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 [ ], 1999.
Certificate Ratings:
Class A: [AAA] by Standard & Poor's
[Aaa] by ▇▇▇▇▇'▇
[AAA] by Fitch
Class B: [A] by Standard & Poor's
[A2] by ▇▇▇▇▇'▇
[A] by Fitch
Class C: [BBB] by Standard & Poor's
[Baa2] by ▇▇▇▇▇'▇
[BBB] by Fitch
Indenture: Indenture, dated as of _______, 1999 between Chase
Credit Card Owner Trust 1999-__, a Delaware business trust and
the Indenture Trustee.
Indenture Trustee:
Owner Trustee:
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- Supplement, dated as of [ ], 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-_ Certificateholders.
Series Certificate: Series 1999-_
Purchase 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: [____%]
Per Class B Notes: [____%]
Per Class C Notes: [____%]
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 Reallowance
----- ---------------- ----------- -----------
Class A [ %] [ %] [ %]
Class B [ %] [ %] [ %]
Class C [ %] [ %] [ %]
Closing Date: __________, 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
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.
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:
SCHEDULE I
UNDERWRITERS
$____________ Principal Amount of Class A Floating Rate Asset
Backed Certificates, Series 1999-_
Principal Amount
Chase Securities Inc. $__,___,___
------------- ------------
------------- ------------
Total $__,___,___
$__,___,___ Principal Amount of Class B Floating Rate Asset
Backed Certificates, Series 1999-_
Principal Amount
Chase Securities Inc. $__,___,___
$__,___,___ Principal Amount of Class C Floating Rate Asset
Backed Certificates, Series 1999-_
Principal Amount
Chase Securities Inc. $__,___,___