CHASE CREDIT CARD OWNER TRUST 2001-1
UNDERWRITING AGREEMENT
(Standard Terms)
March 9, 2001
Chase Securities Inc.,
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 2001-1 (the "Owner Trust")
to sell the Floating Rate Asset Backed Notes designated in the Terms
Agreement (as hereinafter defined)(the "Notes"). The Notes will be issued
pursuant to an Indenture (the "Indenture") between the Owner Trust and the
Indenture Trustee (the "Indenture Trustee") as described in the Terms
Agreement attached hereto as Exhibit A (the "Terms Agreement") between the
Bank and the underwriters listed on Schedule I thereto (the "Underwriters")
which incorporates by reference this Underwriting Agreement (the "Agreement,"
which may include the Terms Agreement if the context so requires). The Notes
designated in the Terms Agreement will be sold in a public offering through
the Underwriters. Notes sold pursuant to the 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.
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 Third Amended and Restated Pooling and
Servicing Agreement, dated as of November 15, 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 (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 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 Terms Agreement shall
relate only to the Notes designated in the Terms Agreement and no other Notes
issued by the Trust.
SECTION 1. Representations and Warranties of the Bank. Upon the
execution of the 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 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 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
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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 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 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
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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
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to the Indenture, and paid for by the Underwriters in accordance with the
terms of the Indenture and the 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;
(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 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 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
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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
(k) Each of this Agreement and the 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 Terms
Agreement. The purchase price for the Notes shall be as set forth in the
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 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 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.
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Unless otherwise provided in the 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 Terms Agreement:
(a) Promptly following the execution of such 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
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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
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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
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 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
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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
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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) 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
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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 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 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
-12-
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 Terms Agreement and at the Closing Date,
PricewaterhouseCoopers LLP (or such other independent public accountants as
shall be named in the 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 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.
(j) The Master Trust Trustee has the corporate power and authority
to perform the duties and obligations of trustee under, and to accept the
-13-
trust contemplated by, the Pooling and Servicing Agreement, and the
Supplement.
(k) 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).
(i) The Series Certificate has been duly executed and
authenticated by the Master Trust Trustee.
(l) 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.
(m) 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.
(n) The Underwriters shall have received an opinion of ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ & Finger, 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.
(o) 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.
(p) 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,
-14-
in substantially the form attached hereto as Exhibit 5, with only such
changes as shall be reasonably satisfactory to the Representative.
(q) The Underwriters shall have received evidence satisfactory to
them that the Series Certificate and the Notes shall be rated in accordance
with the Terms Agreement by the Rating Agency.
(r) 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.
(s) 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
Underwriters for all out-of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been incurred by them 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. 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
-15-
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.
(a) 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.
(b) 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
-16-
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).
(c) 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 Underwriters 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
-17-
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
-18-
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 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,
-19-
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 to the Terms Agreement
By:________________________________
Title:
Name
-20-
Exhibit A
CHASE CREDIT CARD OWNER TRUST 2001-1
CLASS A FLOATING RATE ASSET BACKED NOTES, SERIES 2001-1
CLASS B FLOATING RATE ASSET BACKED NOTES, SERIES 2001-1
CLASS C FLOATING RATE ASSET BACKED NOTES, SERIES 2001-1
TERMS AGREEMENT
Dated: March 9, 2001
To: Chase Manhattan Bank USA, National Association
Re: Underwriting Agreement dated March 9, 2001
Series Designation: Series 2001-1
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 Interest
Class Invested Amount Rate or Formula Price to Public
Class A $714,000,000 LIBOR + 0.14% 100%
Class B $ 59,500,000 LIBOR + 0.40% 100%
Class C $ 76,500,000 LIBOR + 0.85% 100%
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 April
16, 2001.
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
April 16, 2001.
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
April 16, 2001.
Certificate Ratings:
Class A AAA by Standard & Poor's
-21-
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 March 15, 2001 between Wilmington
Trust Company, not in its individual capacity but solely as Owner Trustee for
the Chase Credit Card Owner Trust 2001-1 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 Third Amended and Restated
Pooling and Servicing Agreement, dated as of November 15, 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 Certificateholders of Chase Credit Card Master Trust.
Supplement: Series 2001-1 Supplement, dated as of March 15, 2001,
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 2001-1 Certificateholders.
Series Certificate: Series 2001-1
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: 99.75%
Per Class B Notes: 99.725%
Per Class C Notes: 99.675%
-22-
Registration Statement: Registration No. 333-74303
Underwriting Commissions, Concessions and Discounts:
The Underwriters' discounts and commissions, the concessions that
the Underwriters 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 0.10
Class B 0.275 0.165 0.11
Class C 0.325 0.195 0.13
Closing Date: March 15, 2001, 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
-23-
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:
-25-
SCHEDULE I
UNDERWRITERS
$714,000,000 Principal Amount of Class A Floating Rate Asset Backed
Certificates,
Series 2001-1
Principal Amount
Chase Securities Inc. $ 545,000,000
Banc One Capital Markets, Inc. $ 53,000,000
▇▇▇▇▇▇ Brothers Inc. $ 53,000,000
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. $ 53,000,000
▇▇▇▇▇▇ & Company $ 10,000,000
-------------
Total $ 714,000,000
=============
$59,500,000 Principal Amount of Class B Floating Rate Asset Backed
Certificates,
Series ▇▇▇▇-▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ Securities Inc. $59,500,000
$76,500,000 Principal Amount of Class C Floating Rate Asset Backed
Certificates, Series ▇▇▇▇-▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ Securities Inc. $76,500,000
-26-