Exhibit 1.3
CHASE CREDIT CARD OWNER TRUST 2002-1
UNDERWRITING AGREEMENT
(Standard Terms)
March 6, 2002
▇.▇. ▇▇▇▇▇▇ 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 2002-1 (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
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specified in the Terms Agreement pursuant to a Third Amended and Restated
Pooling and Servicing Agreement, dated as of November 15, 1999, as amended
by the First Amendment thereto, dated as of March 31, 2001 and the Second
Amendment thereto, dated as of March 1, 2002 (as further amended and
supplemented as of the date hereof, the "Master Pooling and Servicing
Agreement") by and among the Bank, as Transferor on and after June 1, 1996,
JPMorgan Chase Bank, as Transferor prior to June 1, 1996 and as 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 among the Bank, JPMorgan
Chase Bank and the Master Trust Trustee. The Series Certificate will be
deposited into the Owner Trust by the Bank, as Depositor, pursuant to a
deposit and administration agreement between the Bank and the Owner Trust
(the "Deposit and Administration Agreement" ) on or before the Closing
Date. The assets of the Master Trust include, among other things, certain
amounts due on a portfolio of MasterCard(R) and VISA(R) revolving credit
card accounts of the Bank (the "Receivables"). To the extent not defined
herein, capitalized terms used herein have the meanings assigned to such
terms in the Indenture. Unless otherwise stated herein or in the 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 Owner 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
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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 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
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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 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
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representation and warranty shall apply only during the period
that a prospectus relating to the Notes or the Series Certificate
is required to be delivered under the Act by dealers in connection
with the initial public offering of such Series Certificate or
Notes (such period being hereinafter sometimes referred to as the
"prospectus delivery period"); provided, further, that this
representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information
furnished in writing to the Bank by or on behalf of the
Underwriters specifically for use in connection with the
preparation of a Registration Statement and the Final Prospectus;
(d) As of the Closing Date, the representations and
warranties of the Bank, as Transferor, in the Pooling and
Servicing Agreement and the Supplement and as Depositor in the
Deposit and Administration Agreement will be true and correct;
(e) The Bank has been duly organized and is validly
existing as a national bank in good standing under the laws of the
United States, with power and authority to own its properties and
conduct its business as described in the Final Prospectus, and has
been duly qualified as a foreign corporation for the transaction
of business and is in good standing under the laws of each other
jurisdiction in which it owns or leases properties, or conducts
any business, so as to require such qualification, other than
where the failure to be so qualified or in good standing would not
have a material adverse effect on the condition (financial or
otherwise), results of operations, business or prospects of the
Bank and its subsidiaries, taken as a whole;
(f) The Series Certificate has been duly authorized, and,
when issued and delivered pursuant to the Pooling and Servicing
Agreement, duly authenticated by the Master Trust Trustee and
deposited into the Owner Trust in exchange for the Notes, will be
duly and validly executed, issued and delivered and entitled to
the benefits provided by the Pooling and Servicing Agreement and
the Supplement; the Notes have been duly authorized, and, when
executed, duly authenticated by the Indenture Trustee and
delivered pursuant to the Indenture, and paid for by the
Underwriters in accordance with the terms of the Indenture and the
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,
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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 Master 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
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constitute a default under, any statute, rule, regulation or order
of any governmental agency or body or any court having
jurisdiction over the Bank or any of its properties or any
material agreement or instrument to which the Bank is a party or
by which the Bank is bound or to which any of the properties of
the Bank is subject, or the Articles of Association or By-laws of
the Bank except for any such breaches or violations or defaults as
would not individually or in the aggregate have a material adverse
effect on the transactions contemplated herein, in the Pooling and
Servicing Agreement and the Supplement and in the Indenture and
the Deposit and Administration Agreement;
(j) Other than as set forth or contemplated in the Final
Prospectus, there are no legal or governmental proceedings pending
or, to the knowledge of the Bank, threatened to which any of the
Bank or its subsidiaries is or may be a party or to which any
property of the Bank or its subsidiaries is or may be the subject
which, if determined adversely to the Bank, could individually or
in the aggregate reasonably be expected to have a material adverse
effect on the Bank's credit card business or on the interests of
the holders of the Series Certificate or the Notes; and there are
no contracts or other documents of a character required to be
filed as an exhibit to the Initial Registration Statement or the
Additional Registration Statement (if any) or to be described in
the Initial Registration Statement, the Additional Registration
Statement (if any) or the Basic Prospectus which are not filed or
described as required; and
(k) Each of this Agreement and the Terms Agreement has
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 ▇.▇. ▇▇▇▇▇▇
Securities Inc. may sell Notes to any of its affiliates, and that any such
affiliates may sell such Notes to ▇.▇. ▇▇▇▇▇▇ Securities Inc.
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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.
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
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prospective investors, the Bank will file such Collateral Term
Sheets as an exhibit to a report on Form 8-K within two business
days of its receipt thereof, or (ii) have provided to the Bank
Structural Term Sheets or Computational Materials (each as defined
below) that such Underwriters have provided to a prospective
investor, the Bank will file or cause to be filed with the
Commission a report on Form 8-K containing such Structural Term
Sheet and Computational Materials, as soon as reasonably
practicable after the date of this Agreement, but in any event,
not later than the date on which the Final Prospectus is filed
with the Commission pursuant to Rule 424.
(b) During the prospectus delivery period, before filing
any amendment or supplement to the Initial Registration Statement,
the Additional Registration Statement (if any) or the Final
Prospectus, the Bank will furnish to the Underwriters copies of
the proposed amendment or supplement for review and will not file
any such proposed amendment or supplement to which any Underwriter
reasonably objects.
(c) During the prospectus delivery period, the Bank will
advise the Underwriters promptly after it receives notice thereof,
(i) when any amendment to any Registration Statement shall have
become effective, (ii) of any request by the Commission for any
amendment or supplement to any Registration Statement or the Final
Prospectus or for any additional information, (iii) of the
issuance by the Commission of any stop order suspending the
effectiveness of any Registration Statement or the initiation or
threatening of any proceeding for that purpose, and (iv) of the
receipt by the Bank of any notification with respect to any
suspension of the qualification of the Notes for offer and sale in
any jurisdiction or the initiation or threatening of any
proceeding for such purpose; and will use its best efforts to
prevent the issuance of any such stop order or notification and,
if any is issued, will promptly use its best efforts to obtain the
withdrawal thereof.
(d) If, at any time during the prospectus delivery
period, any event occurs as a result of which the Final Prospectus
as then supplemented would include any untrue statement of a
material fact or omit to state any material fact necessary to make
the statements therein, in the light of the circumstances under
which they were made, not misleading, or if it shall be necessary
to amend or supplement the Final Prospectus to comply with the
Act, the Bank promptly will prepare and file with the Commission,
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an amendment or a supplement which will correct such statement or
omission or effect such compliance.
(e) The Bank will endeavor to qualify the Notes for offer
and sale under the securities or Blue Sky laws of such
jurisdictions as the Underwriters shall reasonably request and
will continue such qualification in effect so long as reasonably
required for distribution of the Notes; provided, however, that
the Bank shall not be obligated to qualify to do business in any
jurisdiction in which it is not currently so qualified; and
provided, further, that the Bank shall not be required to file a
general consent to service of process in any jurisdiction.
(f) The Bank will furnish to each Underwriter, without
charge, two copies of each Registration Statement (including
exhibits thereto), one of which will be signed, and to each
Underwriter conformed copies of each Registration Statement
(without exhibits thereto) and, during the prospectus delivery
period, as many copies of any Preliminary Final Prospectus and the
Final Prospectus and any supplement thereto as each Underwriter may
reasonably request.
(g) For a period from the date of this Agreement until
the retirement of the Notes, or until such time as the
Underwriters shall cease to maintain a secondary market in the
Notes, whichever first occurs, the Bank will deliver to each
Underwriter (i) the annual statements of compliance pursuant to
the Indenture and the Pooling and Servicing Agreement, (ii) the
annual independent certified public accountants' reports furnished
to the Master Trust Trustee, (iii) all documents required to be
distributed to Certificateholders of the Master Trust and to
Noteholders of the Owner Trust and (iv) all documents filed with
the Commission pursuant to the Exchange Act or any order of the
Commission thereunder, in each case as provided to the Indenture
Trustee, Master Trust Trustee or filed with the Commission, as
soon as such statements and reports are furnished to the Indenture
Trustee, Master Trust Trustee or filed or, if an affiliate of the
Bank is not the Servicer, as soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the
performance of its obligations under this Agreement, including
without limitation: (i) expenses of preparing, printing and
reproducing each Registration Statement, the Preliminary Final
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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 Owner 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 Owner
Trust occurring after the effective date of the Initial Registration
Statement (or, if later, the effective date of the Additional
Registration Statement), which shall satisfy the provisions of
Section 11(a) of the Act and Rule 158 of the Commission promulgated
thereunder.
(k) During the period beginning on the date hereof and
continuing to and including the Business Day following the Closing
Date, the Bank will not offer, sell, contract to sell or otherwise
dispose of any credit card asset-backed securities of the Bank
which are substantially similar to the Notes without the prior
written consent of each Underwriter or unless such securities are
referenced in the Terms Agreement.
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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
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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) 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 prior to the date
which is six months after the date of issue of the Notes 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 and
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Markets Act 2000 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 communicated or caused to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the Financial
Services and Markets Acts 2000) received by it in connection with
the issue or sale of Notes in circumstances in which section 21(1)
of the Financial Services and Markets ▇▇▇ ▇▇▇▇ does not apply to
the Owner Trust.
Section 7. Conditions to the Obligations of the
Underwriters. The obligations of the Underwriters to purchase and pay for
Notes on the Closing Date shall be subject to the accuracy of the
representations and warranties of the Bank contained herein, to the
accuracy of the statements of the Bank made in any Notes pursuant to the
terms hereof, to the performance by the Bank of its obligations hereunder
and under the 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
14
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, New York UCC and FDIC
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,
the Delaware UCC and the Delaware Asset Backed Securities
Facilitation Act, 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
15
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.
(ii) The Master Trust Trustee has the corporate
power and authority to perform the duties and obligations
of trustee under, and to accept the trust contemplated
by, the Pooling and Servicing Agreement, and the
Supplement.
(iii) Each of the Pooling and Servicing
Agreement and the Supplement has been duly authorized,
executed, and delivered by the Master Trust Trustee.
(iv) The Series Certificate has been duly
executed and authenticated by the Master Trust Trustee.
16
(v) Neither the execution nor the delivery by
the Master Trust Trustee of the Pooling and Servicing
Agreement and the Supplement nor the consummation of any
of the transactions contemplated thereby require the
consent or approval of, the giving of notice to, the
registration with, or the taking of any other action with
respect to, any governmental authority or agency under
any existing federal or state law governing the banking
or trust powers of the Master Trust Trustee.
(vi) The execution and delivery of the Pooling
and Servicing Agreement and the Supplement by the Master
Trust Trustee and the performance by the Master Trust
Trustee of their respective terms do not conflict with or
result in a violation of (x) any law or regulation of any
governmental authority or agency under any existing
federal or state law governing the banking or trust
powers of the Master Trust Trustee, or (y) the
Certificate of Incorporation or By-laws of the Master
Trust Trustee.
(i) The Underwriters shall have received an opinion of
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & 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.
(j) The Underwriters shall have received an opinion of
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special counsel to the Owner Trust,
reasonably satisfactory to the Underwriters and their counsel,
dated the Closing Date, in substantially the form attached hereto
as Exhibit 5, with only such changes as shall be reasonably
satisfactory to the Representative.
(k) The Underwriters shall have received an opinion of
▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, special counsel to the Indenture
Trustee, reasonably satisfactory to the Underwriters and their
counsel, dated the Closing Date, in substantially the form
attached hereto as Exhibit 5, with only such changes as shall be
reasonably satisfactory to the Representative.
17
(l) 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.
(m) The Underwriters shall have received a certificate of
a Vice President or other proper officer of the Servicer, dated
the Closing Date, in which such officer, to the best of his or her
knowledge, shall state that the representations and warranties of
the Servicer in the Pooling and Servicing Agreement and the
Supplement are true and correct.
(n) All proceedings in connection with the transactions
contemplated by this Agreement and all documents incident hereto
shall be reasonably satisfactory in form and substance to the
Underwriters and counsel for the Underwriters in all material
respects and the Underwriters and counsel for the Underwriters
shall have received such information, certificates and documents
as the Underwriters or counsel for the Underwriters may reasonably
request.
If any of the conditions specified in this Section 7 shall not
have been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects
reasonably satisfactory in form and substance to the Underwriters and their
counsel, this Agreement and all obligations of the Underwriters hereunder
may be cancelled at, or at any time prior to, the Closing Date by the
Underwriters. Notice of such cancellation shall be given to the Bank in
writing or by telephone or facsimile confirmed in writing.
Section 8. Reimbursement of Underwriters' Expenses. If
the sale of the Notes provided for herein is not consummated because any
condition to the obligations of the Underwriters set forth in Section 7
(other than the condition set forth in paragraph (b) of Section 7) is not
satisfied, or because of any refusal, inability or failure on the part of
the Bank to perform any agreement herein or comply with any provision
hereof other than by reason of a default by the Underwriters, the Bank will
reimburse the 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.
18
Section 9. Indemnification and Contribution. (a) The Bank
agrees to indemnify and hold harmless the Underwriters, each of the
directors thereof, each of the officers who are involved in the Offering
and each person, if any, who controls each Underwriter within the meaning
of the Act against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the
Act, the Exchange Act or any other federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement as originally filed or in any
amendment thereof, or in any Preliminary Final Prospectus or the Final
Prospectus, or in any amendment thereof or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each such
indemnified party for any legal or other expenses reasonably incurred by it
in connection with investigating or preparing to defend or defending any
such loss, claim, damage, liability or action as such expenses are
incurred; provided, however, that (i) the Bank will not be liable in any
such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made in any of such documents in
reliance upon and in conformity with written information furnished to the
Bank by or on behalf of the Underwriters specifically for use therein, and
(ii) such indemnity with respect to any Preliminary Final Prospectus shall
not inure to any benefit of any Underwriter (or any person controlling any
of the Underwriters) from whom the person asserting any such loss, claim,
damage or liability purchased the Notes which are the subject thereof if
such person did not receive a copy of the Final Prospectus (or the Final
Prospectus as supplemented) at or prior to the confirmation of the sale of
such Notes to such person in any case where such delivery is required by
the Act and the untrue statement or omission of a material fact contained
in such Preliminary Final Prospectus was corrected in the Final Prospectus
(or the Final Prospectus as supplemented). This indemnity agreement will be
in addition to any liability which the Bank may otherwise have.
(b) Each Underwriter agrees to indemnify and hold
harmless the Bank, each of the directors thereof, each of the officers who
signs a Registration Statement, and each person who controls the Bank
within the meaning of the Act, to the same extent as the foregoing
indemnities from the Bank to the Underwriters, but only with reference to
written information furnished to the Bank by or on behalf of each
Underwriter specifically for use in the preparation of the documents
19
referred to in the foregoing indemnity. This indemnity agreement will be in
addition to any liability which each Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under
this Section 9 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against
the indemnifying party under this Section 9, notify the indemnifying party
in writing of the commencement thereof; but the omission so to notify the
indemnifying party will not relieve it from any liability which it may have
to any indemnified party otherwise than under this Section 9 unless the
indemnifying party is materially prejudiced thereby. In case any such
action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will
be entitled to appoint counsel satisfactory to such indemnified party to
represent the indemnified party in such action; provided, however, that, if
the defendants in any such action include both the indemnified party and
the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those
available to the indemnifying party, the indemnified party or parties shall
have the right to select separate counsel to defend such action on behalf
of such indemnified party or parties. Upon receipt of notice from the
indemnifying party to such indemnified party of its election so to appoint
counsel to defend such action and approval by the indemnified party of such
counsel, the indemnifying party will not be liable to such indemnified
party under this Section 9 for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof
unless (i) the indemnified party shall have employed separate counsel in
accordance with the proviso to the next preceding sentence (it being
understood, however, that the indemnifying party shall not be liable for
the expenses of more than one separate counsel, approved by the
Underwriter(s) being indemnified in the case of paragraph (a) of this
Section 9, representing the indemnified parties under such paragraph (a)
who are parties to such action), (ii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of commencement of
the action or (iii) the indemnifying party has authorized the employment of
counsel for the indemnified party at the expense of the indemnifying party;
and except that, if clause (i) or (iii) is applicable, such liability shall
be only in respect of the counsel referred to in such clause (i) or (iii).
20
(d) If recovery is not available or is insufficient under
the foregoing indemnification provisions of this Section 9, for any reason
other than as specified herein, the parties entitled to indemnification by
the terms hereof shall be entitled to contribution to liabilities and
expenses, except to the extent that contribution is not permitted under
Section 11(f) of the Act. In determining the amount of contribution to
which the Bank and the 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 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
21
on the Closing Date pursuant to the terms of Section 2. If the foregoing
maximums are exceeded and the remaining Underwriters or other underwriters
satisfactory to the Representative and the Bank do not elect to purchase
the Notes which the defaulting Underwriter or Underwriters agreed but
failed to purchase, this Agreement shall terminate without liability on the
part of any non-defaulting Underwriter or the Bank, except that the
provisions of Section 11 shall not terminate and shall remain in effect. As
used in this Agreement, the term "Underwriter" includes, for all purposes
of this Agreement unless the context otherwise requires, any party not
listed in Schedule I to the Terms Agreement who, pursuant to this Section
10, purchases Notes which a defaulting Underwriter agreed but failed to
purchase.
Section 11. Representations and Indemnities to Survive.
The respective agreements, representations, warranties, indemnities and
other statements of the Bank and of the Underwriters set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless
of any investigation, or statement as to the results thereof, made by or on
behalf of you or the Bank or any of the officers, directors or controlling
persons referred to in Section 9 hereof, and will survive delivery of and
payment for the Notes. The provisions of Sections 8 and 9 hereof shall
survive the termination or cancellation of this Agreement.
Section 12. Notices. All communication hereunder shall be
in writing and, if sent to the Underwriters will be mailed, delivered or
telecopied and confirmed to them at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Telecopy No: (▇▇▇) ▇▇▇-▇▇▇▇;
if sent to the Bank, will be mailed, delivered or telecopied and confirmed
to them care of Chase Manhattan Bank USA, National Association, at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, Telecopy No.:
(▇▇▇) ▇▇▇-▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇, Senior 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.
22
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.
23
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
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
By________________________
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
as representative of the
Underwriters named in
Schedule I to the Terms
Agreement
/s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
By____________________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
Exhibit A
CHASE CREDIT CARD OWNER TRUST 2002-1
CLASS A FLOATING RATE ASSET BACKED NOTES, SERIES 2002-1
CLASS B FLOATING RATE ASSET BACKED NOTES, SERIES 2002-1
CLASS C FLOATING RATE ASSET BACKED NOTES, SERIES 2002-1
TERMS AGREEMENT
Dated: March 6, 2002
To: Chase Manhattan Bank USA, National Association
Re: Underwriting Agreement dated March 6, 2002
Series Designation: Series 2002-1
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 Invested Interest Rate
Class Amount or Formula Price to Public
----- ---------------- ------------- ---------------
Class A $ 840,000,000 1 month LIBOR + 100%
0.10%
Class B $ 70,000,000 1 month LIBOR + 100%
0.39%
Class C $ 90,000,000 1 month LIBOR + 100%
0.98%
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 May 15,
2002.
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 May 15, 2002.
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 May 15, 2002.
Certificate Ratings:
-------------------
Class A: AAA by Standard & Poor's
Aaa by ▇▇▇▇▇'▇
AAA by Fitch
Class B: A by Standard & Poor's
A2 by ▇▇▇▇▇'▇
A by Fitch
Class C: BBB by Standard & Poor's
Baa2 by ▇▇▇▇▇'▇
BBB by Fitch
Indenture: Indenture, dated as of March 13, 2002 between Wilmington Trust
Company, not in its individual capacity but solely as Owner Trustee for the
Chase Credit Card Owner Trust 2002-1 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, as amended by the First
Amendment thereto, dated as of March 31, 2001, and the Second Amendment
thereto, dated as of March 1, 2002, between Chase Manhattan Bank USA,
National Association, as Transferor on and after June 1, 1996, JPMorgan
Chase 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 2002-1 Supplement, dated as of March 13, 2002, between
Chase Manhattan Bank USA, National Association, as Transferor on and after
June 1, 1996, JPMorgan Chase 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 2002-1 Certificateholders.
Series Certificate: Series 2002-1
A-2
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: 100%
Per Class B Notes: 100%
Per Class C Notes: 100%
Registration Statement: Registration No. 333-83484
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% 0.200% 0.120%
Class B 0.275% 0.225% 0.135%
Class C 0.325% 0.275% 0.165%
Closing Date: March 13, 2002, 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
A-3
Opinion Modifications: None
Other securities being offered concurrently: None.
Expenses: Notwithstanding Section 5(h) of the Underwriting Agreement, the
Underwriters have agreed to reimburse the Bank for expenses associated with
preparing and printing the Final Prospectus.
A-4
The Underwriters agree, severally and not jointly,
subject to the terms and provisions of the above referenced Underwriting
Agreement which is incorporated herein in its entirety and made a part
hereof, to purchase the respective principal amounts of the above
referenced Series of Notes set forth opposite their names on Schedule I
hereto.
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
As Representative of
the Underwriters named
in Schedule I hereto
By:__________________
Name:
Title:
Accepted:
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
By:__________________
Name:
Title:
SCHEDULE I
UNDERWRITERS
$840,000,000 Principal Amount of Class A Floating Rate Asset Backed Notes,
Series 2002-1
Principal Amount
----------------
▇.▇. ▇▇▇▇▇▇ Securities Inc. $206,750,000
Banc One Capital Markets, Inc. $206,750,000
▇▇▇▇▇▇ Brothers Inc. $206,750,000
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. $206,750,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., Inc. $ 13,000,000
------------
Total $840,000,000
============
$70,000,000 Principal Amount of Class B Floating Rate Asset Backed Notes,
Series 2002-1
Principal Amount
----------------
▇.▇. ▇▇▇▇▇▇ Securities Inc. $23,334,000
▇▇▇▇▇▇ Brothers Inc. $23,333,000
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. $23,333,000
-----------
Total $70,000,000
===========
$90,000,000 Principal Amount of Class C Floating Rate Asset Backed Notes,
Series 2002-1
Principal Amount
----------------
▇.▇. ▇▇▇▇▇▇ Securities Inc. $30,000,000
▇▇▇▇▇▇ Brothers Inc. $30,000,000
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. $30,000,000
-----------
Total $90,000,000
===========