EXHIBIT 4.1
CHASE CREDIT CARD MASTER TRUST
(formerly known as Chemical Master Credit Card Trust I)
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
(Transferor)
THE CHASE MANHATTAN BANK
(Servicer)
UNDERWRITING AGREEMENT
(Standard Terms)
March 2, 1998
Chase Securities Inc.
As Underwriter and as
Representative of the
several Underwriters
named in the
Terms Agreement
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Chase Manhattan Bank USA, National Association (the "Bank"), proposes to
cause the Chase Credit Card Master Trust (formerly known as Chemical Master
Credit Card Trust I) (the "Trust") to issue the Floating Rate Asset Backed
Certificates designated in the applicable Terms Agreement (as hereinafter
defined) (the "Certificates"). The Certificates will be issued pursuant to a
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement")
described in the applicable Terms Agreement between the Bank, as Transferor on
and after June 1, 1996, The Chase Manhattan Bank, as Transferor prior to June 1,
1996 and as Servicer (the "Servicer"), and the trustee identified in the
applicable Terms Agreement (the "Trustee"), as supplemented by the Series
Supplement having the date stated in the applicable Terms Agreement, between the
Bank, as Transferor, the Servicer and the Trustee (the "Supplement"). The
Series of Certificates designated in the applicable Terms Agreement will be sold
in a public offering through the underwriters listed on Schedule I to
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March 2, 1998
Page 2
the applicable Terms Agreement (the "Underwriters"). Certificates 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). Any Series of Certificates 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 Certificateholders of such Series ("Credit Enhancement"). With
respect to any such Credit Enhancement, the Bank may enter into an agreement
(the "Credit Enhancement Agreement") by and between the Bank and the provider of
the Credit Enhancement (the "Credit Enhancement Provider"). The term "applicable
Terms Agreement" means the Terms Agreement dated the date hereof. Each
Certificate will represent a specified percentage undivided interest in the
Trust. The assets of the 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"), and the benefit of the Credit Enhancement, if any.
To the extent not defined herein, capitalized terms used herein have the
meanings assigned to such terms in the Pooling and Servicing Agreement. Unless
otherwise stated herein or in the applicable Terms Agreement, as the context
otherwise requires or if such term is otherwise defined in the Pooling and
Servicing Agreement, each capitalized term used or defined herein or in the
applicable Terms Agreement shall relate only to the Series of Certificates
designated in the applicable Terms Agreement and no other Series of Asset Backed
Certificates issued by the Trust.
Section 1. Representations and Warranties of the Bank. Upon the execution
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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 thereun-
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March 2, 1998
Page 3
der (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 Certificates. 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
Certificates 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 Certificates 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 Certificates 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
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March 2, 1998
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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 Certificates 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 Certificates, have been filed with the Commission and such Initial
Registration
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March 2, 1998
Page 5
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 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
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representation and warranty shall apply only during the period that a
prospectus relating to the Certificates is required to be delivered under
the Act by dealers in connection with the initial public offering of such
Certificates (such period being hereinafter sometimes referred to as the
"prospectus delivery period"); provided, further, that this representation
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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
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March 2, 1998
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Servicing Agreement and the Supplement 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 Certificates have been duly authorized, and, when issued and
delivered pursuant to the Pooling and Servicing Agreement and the
Supplement, duly authenticated by the Trustee and paid for by the
Underwriters in accordance with the terms of this Agreement and the
applicable Terms Agreement, will be duly and validly executed, issued and
delivered and entitled to the benefits provided by the Pooling and
Servicing Agreement and the Supplement; each of the Pooling and Servicing
Agreement and the Supplement have been duly authorized and, when executed
and delivered by the Bank, as Transferor, each of the Pooling and Servicing
Agreement and the Supplement will (assuming due execution and delivery by
the Trustee) constitute a valid and binding agreement of the Bank; the
Certificates, the Pooling and Servicing Agreement and the Supplement
conform to the descriptions thereof in the Final Prospectus in all material
respects; and, if applicable, when executed by the Bank, as Transferor, the
Credit Enhancement Agreement will (assuming due execution and delivery by
the Trustee and Credit Enhancement Provider) constitute a valid and binding
agreement of the Bank;
(g) No consent, approval, authorization or order of, or filing with,
any court or governmental agency or body is
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March 2, 1998
Page 7
required to be obtained or made by the Bank for the consummation of the
transactions contemplated by this Agreement, the applicable Terms
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;
(h) 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
Credit Enhancement Agreement, and the issuance and sale of the Certificates
and compliance with the terms and provisions thereof will not result in a
breach or violation of any of the terms of, or constitute a default under,
any statute, rule, regulation or order of any governmental agency or body
or any court having jurisdiction over the Bank or any of its properties or
any material agreement or instrument to which the Bank is a party or by
which the Bank is bound or to which any of the properties of the Bank is
subject, or the Articles of Association or By-laws of the Bank except for
any such breaches or violations or defaults as would not individually or in
the aggregate have a material adverse effect on the transactions
contemplated herein, in the Pooling and Servicing Agreement and the
Supplement;
(i) 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 aggre-
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March 2, 1998
Page 8
gate 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
Certificates; 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
(j) 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
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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 Certificates set forth
opposite each Underwriter's name in Schedule I to the applicable Terms
Agreement. The purchase price for the Certificates shall be as set forth in the
applicable Terms Agreement.
The Bank acknowledges and agrees that Chase Securities Inc. may sell
Certificates to any of its affiliates, and that any such affiliates may sell
such Certificates to Chase Securities Inc.
Section 3. Delivery and Payment. Unless otherwise provided in the
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applicable Terms Agreement, payment for Certificates 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 Certificates 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.
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March 2, 1998
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Unless otherwise provided in the applicable Terms Agreement, payment
for the Certificates shall be made against delivery to the Underwriters of the
Certificates 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 Certificates 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
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Underwriters propose to offer the Certificates 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
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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 setting forth the
amount of Certificates covered thereby and the terms thereof not otherwise
specified in the Basic Prospectus, the price at which such Certificates 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 Compu-
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March 2, 1998
Page 10
tational 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 Certificates 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
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March 2, 1998
Page 11
amendment or a supplement which will correct such statement or omission or
effect such compliance.
(e) The Bank will endeavor to qualify the Certificates 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
Certificates; provided, however, that the Bank shall not be obligated to
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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
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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 Certificates, or until such time as the Underwriters shall cease to
maintain a secondary market in the Certificates, whichever first occurs,
the Bank will deliver to each Underwriter (i) the annual statements of
compliance, (ii) the annual independent certified public accountants'
reports furnished to the Trustee, (iii) all documents required to be
distributed to Certificateholders of the 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 Trustee or filed
with the Commission, as soon as such statements and reports are furnished
to the 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, includ-
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March 2, 1998
Page 12
ing 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 Supplement and the Certificates, (ii) the cost of
delivering the Certificates to the Underwriters, (iii) any fees charged by
investment rating agencies for the rating of such Certificates, and (iv)
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 Certificates 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 Certificates 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 Certificates by the rating agency or agencies that initially rate the
Certificates 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
Certificateholders 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
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March 2, 1998
Page 13
the Certificates 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
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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.
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(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.
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(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
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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):
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Page 14
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 Certificates 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 Certificates in,
from or otherwise involving the United Kingdom and if that Underwriter is
an authorized person under the ▇▇▇▇▇-
▇▇▇▇▇ Securities Inc.
March 2, 1998
Page 15
cial 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
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obligations of the Underwriters to purchase and pay for Certificates 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 certificates 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
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March 2, 1998
Page 16
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 Certificates; (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
Certificates 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
Chase Securities Inc.
March 2, 1998
Page 17
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 Exhibits 1 through 3, 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
Certificates, 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, Price Waterhouse 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,
Chase Securities Inc.
March 2, 1998
Page 18
reflecting the interest of the Trustee in the Receivables and the proceeds
thereof.
(h) The Underwriters shall have received from ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇,
LLP, counsel to the Trustee, an opinion, dated the Closing Date, to the
effect that:
(i) The 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 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, the Supplement
and the Credit Enhancement Agreement.
(iii) Each of the Pooling and Servicing Agreement, the
Supplement and the Credit Enhancement Agreement has been duly
authorized, executed, and delivered by the Trustee and constitutes a
legal, valid and binding obligation of the Trustee enforceable against
the 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 Certificates have been duly executed and authenticated
by the Trustee.
(v) Neither the execution nor the delivery by the Trustee of the
Pooling and Servicing Agreement, the Supplement and the Credit
Enhancement Agreement 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
Chase Securities Inc.
March 2, 1998
Page 19
law governing the banking or trust powers of the Trustee.
(vi) The execution and delivery of the Pooling and Servicing
Agreement, the Supplement and the Credit Enhancement Agreement by the
Trustee and the performance by the 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
Trustee, or (y) the Certificate of Incorporation or By-laws of the
Trustee.
(i) The Underwriters shall be named as recipients or shall have
received reliance letters, if applicable, with respect to any opinions
delivered to the Bank by counsel of the Credit Enhancement Provider, if
any.
(j) The Underwriters shall have received evidence satisfactory to them
that the Certificates shall be rated in accordance with the applicable
Terms Agreement by the Rating Agency.
(k) 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.
(l) 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
Chase Securities Inc.
March 2, 1998
Page 20
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 Certificates 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 Certificates 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
Chase Securities Inc.
March 2, 1998
Page 21
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
Certificates 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 Certificates 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
Chase Securities Inc.
March 2, 1998
Page 22
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,
Chase Securities Inc.
March 2, 1998
Page 23
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
Certificates (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
Certificates 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. 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 Certificates. The provisions of Sections 8 and 9 hereof shall survive the
termination or cancellation of this Agreement.
Section 11. 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: ▇▇▇▇▇
▇. ▇▇▇▇▇▇ ▇▇.,
▇▇▇▇▇ Securities Inc.
March 2, 1998
Page 24
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 12. 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 13. 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 /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
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 /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
EXHIBIT A
TO EXHIBIT 4.1
CHASE CREDIT CARD MASTER TRUST
CLASS A FLOATING RATE ASSET BACKED CERTIFICATES, SERIES 1998-2
CLASS B FLOATING RATE ASSET BACKED CERTIFICATES, SERIES 1998-2
TERMS AGREEMENT
---------------
Dated: March 2, 1998
To: Chase Manhattan Bank USA, National Association
Re: Underwriting Agreement dated March 2, 1998
Series Designation: Series 1998-2
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 Certificates:
----------------------------
Initial
Invested Interest Rate
Class Amount or Formula Price to Public (1)
----- --------- ------------- ------------------
Class A $800,000,000 Federal 100.00%
Funds
+ 0.24%
Class B $ 66,666,000 LIBOR + 0.25% 100.00%
(1) Plus accrued interest at the applicable rate from March 9, 1998.
Interest Payment Dates: Class A: the 15th day of each May, August, November and
----------------------
February (or if such 15th day is not a business day the next succeeding business
day), commencing May 15, 1998.
A-1
Class B: the 15th calendar day (or if such 15th day is not a business day, the
next succeeding business day) of each month, commencing April 15, 1998.
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
Credit Enhancement Provider: Credit Lyonnais New York Branch
---------------------------
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, 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 Trustee, on behalf of the Certificateholders of Chase
Credit Card Master Trust.
Supplement: Series 1998-2 Supplement, dated as of March 9, 1998, 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 Trustee, on behalf of the Series 1998-2
Certificateholders
Purchase Price:
--------------
The purchase price payable by the Underwriter for the Certificates
covered by this Agreement will be the following percentage of the principal
amounts to be issued:
Per Class A Certificate: 99.775%
Per Class B Certificate: 99.725%
Registration Statement: Registration No. 333-43173
----------------------
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 Certificates and Class B Certificates, shall be
as follows:
A-2
Underwriting
Discounts Selling
Class and Concessions Concessions Reallowance
----- ---------------- ------------ ------------
Class A .225% .175% .125%
Class B .275% .200% .150%
Closing Date: March 9, 1998, 10:00 a.m., New York Time
------------
Location of Closing: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
-------------------
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Payment for the Certificates: Wire transfer of same day funds
----------------------------
Blue Sky Fees: Up to $25,000
--------------
Opinion Modifications: None
---------------------
Other securities being offered concurrently: None.
-------------------------------------------
A-3
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: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Accepted:
CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
A-4
SCHEDULE I
T0 EXHIBIT A TO EXHIBIT 4.1
UNDERWRITERS
$800,000,000 Principal Amount of Class A Floating Rate Asset Backed
Certificates, Series 1998-2
Principal Amount
----------------
Chase Securities Inc. $200,000,000
Bear ▇▇▇▇▇▇▇ 200,000,000
▇▇▇▇▇▇ Brothers Inc. 200,000,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Inc. 200,000,000
------------
Total $800,000,000
$66,666,000 Principal Amount of Class B Floating Rate Asset Backed Certificates,
Series 1998-2
Principal Amount
----------------
Chase Securities Inc. $66,666,000
A-5
