EXHIBIT 4.19
CHASE ISSUANCE TRUST
AS ISSUER
CLASS B(20__-_) TERMS DOCUMENT
DATED AS OF ___________, ____
TO
AMENDED AND RESTATED
CHASESERIES INDENTURE SUPPLEMENT
DATED AS OF OCTOBER 15, 2004
TO
AMENDED AND RESTATED
INDENTURE
DATED AS OF OCTOBER 15, 2004
XXXXX FARGO BANK, NATIONAL ASSOCIATION
AS INDENTURE TRUSTEE AND COLLATERAL AGENT
THIS CLASS B(20__-_) TERMS DOCUMENT (this "Terms Document"), by
and between the CHASE ISSUANCE TRUST, a statutory trust created under the
laws of the State of Delaware (the "Issuer"), having its principal office at
c/o Wilmington Trust Company, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx
00000-0000, and XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking
association, as indenture trustee (the "Indenture Trustee") and collateral
agent (the "Collateral Agent"), is made and entered into as of ___________,
____.
Pursuant to this Terms Document, the Issuer and the Indenture
Trustee shall create a new Tranche of CHASEseries Class B Notes and shall
specify the principal terms thereof.
ARTICLE I
Definitions and Other Provisions of General Application
Section 1.01 Definitions. For all purposes of this Terms
Document, except as otherwise expressly provided or unless the context
otherwise requires:
(1) the terms defined in this Article have the meanings assigned
to them in this Article, and include the plural as well as the singular;
(2) all other terms used herein which are defined in the
Indenture Supplement, the Indenture or the Asset Pool Supplement, either
directly or by reference therein, have the meanings assigned to them therein;
(3) as used in this Terms Document and in any certificate or
other document made or delivered pursuant hereto or thereto, accounting terms
not defined in this Terms Document or in any such certificate or other
document, and accounting terms partly defined in this Terms Document or in
any such certificate or other document to the extent not defined, shall have
the respective meanings given to them under GAAP. To the extent that the
definitions of accounting terms in this Terms Document or in any such
certificate or other document are inconsistent with the meanings of such
terms under GAAP, the definitions contained in this Terms Document or in any
such certificate or other document shall control;
(4) the words "hereof," "herein," "hereunder" and words of
similar import when used in this Terms Document shall refer to this Terms
Document as a whole and not to any particular provision of this Terms
Document; references to any subsection, Section, clause, Schedule or Exhibit
are references to subsections, Sections, clauses, Schedules and Exhibits in
or to this Terms Document unless otherwise specified; the term "including"
means "including without limitation"; references to any law or regulation
refer to that law or regulation as amended from time to time and include any
successor law or regulation; references to any Person include that Person's
successors and assigns; and references to any agreement refer to such
agreement, as amended, supplemented or otherwise modified from time to time;
(5) the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision contained in the
Indenture Supplement, the Indenture or the Asset Pool Supplement, the terms
and provisions of this Terms Document shall be controlling; and
(6) each capitalized term defined herein shall relate only to the
Class B(20__-_) Notes and no other Tranche of CHASEseries Notes issued by the
Issuer.
"Asset Pool Supplement" means the Amended and Restated Asset Pool
One Supplement to the Indenture, dated as of October 15, 2004, among the
Issuer, the Indenture Trustee and the Collateral Agent.
"BDL" means Banque de Luxembourg.
"Class B(20__-_) Adverse Event" means the occurrence of any of
the following: (a) an Early Amortization Event with respect to the Class
B(20__-_) Notes, (b) an Event of Default and acceleration of the Class
B(20__-_) Notes or (c) the Class B Usage of the Class C Required Subordinated
Amount for the Class B(20__-_) Notes becomes greater than zero.
"Class B(20__-_) Note" means any Note, substantially in the form
set forth in Exhibit A-2 to the Indenture Supplement, designated therein as a
Class B(20__-_) Note and duly executed and authenticated in accordance with
the Indenture.
"Class B(20__-_) Noteholder" means a Person in whose name a Class
B(20__-_) Note is registered in the Note Register.
"Class B(20__-_) Termination Date" means the earliest to occur of
(a) the Principal Payment Date on which the Outstanding Dollar Principal
Amount of the Class B(20__-_) Notes is paid in full, (b) the Legal Maturity
Date and (c) the date on which the Indenture is discharged and satisfied
pursuant to Article V thereof.
"Class B Required Subordinated Amount of Class C Notes" is
defined in Section 2.2.
"Controlled Accumulation Amount" means $_____________; provided,
however, if the Accumulation Period Length is determined to be less than
twelve months pursuant to Section 3.12(b)(ii) of the Indenture Supplement,
the Controlled Accumulation Amount for any Note Transfer Date with respect to
the Class B(20__-_) Notes will be the amount specified in the definition of
"Controlled Accumulation Amount" in the Indenture Supplement.
"Indenture" means the Amended and Restated Indenture, dated as of
October 15, 2004, between the Issuer and the Indenture Trustee.
"Indenture Supplement" means the Amended and Restated CHASEseries
Indenture Supplement, dated as of October 15, 2004, among the Issuer, the
Indenture Trustee and the Collateral Agent.
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"Initial Dollar Principal Amount" means $_____________.
"Interest Payment Date" means ___________, ____ and the 15th day
of each month thereafter, or if such 15th day is not a Business Day, the next
succeeding Business Day.
"Interest Period" means, with respect to any Interest Payment
Date, the period from and including the previous Interest Payment Date (or in
the case of the initial Interest Payment Date, from and including the
Issuance Date) to but excluding such Interest Payment Date.
"Issuance Date" means ___________, ____.
"Legal Maturity Date" means ___________, ____.
["LIBOR" means, for any Interest Period, the London interbank
offered rate for one-month United States dollar deposits determined by the
Trustee on the LIBOR Determination Date for each Interest Period in
accordance with the provisions of Section 2.4.]
["LIBOR Determination Date" means (1) ___________, ____ for the
period from and including the Issuance Date through but excluding
___________, ____ and (2) for each interest period thereafter, the second
London Business Day prior to the commencement of the second and each
subsequent Interest Period.]
["London Business Day" means any Business Day on which dealings
in deposits in United States Dollars are transacted in the London interbank
market.]
"Note Interest Rate" means a rate per annum equal to ____% [in
excess of LIBOR as determined by the Calculation Agent on the related LIBOR
Determination Date with respect to each Interest Period].
"Paying Agent" means Xxxxx Fargo Bank, National Association.
"Predecessor Note" means, with respect to any particular Note,
every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note; and, for the purpose of this definition,
any Note authenticated and delivered under Section 3.06 of the Indenture in
lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Note.
"Record Date" means, for any Note Transfer Date, the last
Business Day of the preceding Monthly Period.
["Reference Banks" means four major banks in the London interbank
market selected by the Beneficiary.]
"Scheduled Principal Payment Date" means ___________, ____.
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"Stated Principal Amount" means $______________.
["Telerate Page 3750" means the display page currently so
designated on the Bridge Telerate Market Report (or such other page as may
replace that page on that service for the purpose of displaying comparable
rates or prices).]
Section 1.02 Governing Law. THIS TERMS DOCUMENT WILL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
Section 1.03 Counterparts. This Terms Document may be executed in
any number of counterparts, each of which so executed will be deemed to be an
original, but all such counterparts will together constitute but one and the
same instrument.
Section 1.04 Ratification of Indenture and Indenture Supplement.
As supplemented by this Terms Document, each of the Indenture, the Asset Pool
Supplement and the Indenture Supplement is in all respects ratified and
confirmed and the Indenture as so supplemented by the Asset Pool Supplement
and the Indenture Supplement as so supplemented by this Terms Document shall
be read, taken and construed as one and the same instrument.
[END OF ARTICLE I]
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ARTICLE II
The Class B(20__-_) Notes
Section 2.01 Creation and Designation. There is hereby created a
Tranche of CHASEseries Class B Notes to be issued pursuant to the Indenture
and the Indenture Supplement to be known as the "CHASEseries Class B(20__-_)
Notes."
Section 2.02 Specification of Required Subordinated Amount and
Other Terms. For the Class B(20__-_) Notes, for any date of determination,
the Class B Required Subordinated Amount of Class C Notes will be an amount
equal to:
(a) for any date of determination prior to the occurrence of
a Class B(20__-_) Adverse Event, the product of
(1) the sum of
(i) a fraction (x) the numerator of which is equal to
the sum of the Class A Required Subordinated Amount of Class C Notes
on such date of determination for all outstanding Tranches of
CHASEseries Class A Notes for which the Class A Required
Subordinated Amount of Class B Notes on such date of determination
is greater than zero and (y) the denominator of which is equal to
the Adjusted Outstanding Dollar Principal Amount on such date of
determination of all outstanding CHASEseries Class B Notes
(including the Class B(20__-_) Notes), and
(ii) the product of (x) ________% and (y) a fraction
(A) the numerator of which is equal to (1) the Adjusted Outstanding
Dollar Principal Amount on such date of determination of all
outstanding CHASEseries Class B Notes (including the Class B(20__-_)
Notes) minus (2) the Class A Required Subordinated Amount of Class B
Notes on such date of determination for all outstanding Tranches of
CHASEseries Class A Notes for which the Class A Required
Subordinated Amount of Class B Notes is greater than zero; provided,
however, that such numerator shall not be less than zero and (B) the
denominator of which is equal to the Adjusted Outstanding Dollar
Principal Amount on such date of determination of all outstanding
CHASEseries Class B Notes (including the Class B(20__-_) Notes), and
(2) the Adjusted Outstanding Dollar Principal Amount
on such date of determination of the Class B(20__-_) Notes; and
(b) for any date of determination on and after the date on
which a Class B(20__-_) Adverse Event shall have occurred, the greater of
(1) the amount determined in subsection 2.2(a) for such date of
determination and (2) the amount
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determined in subsection 2.2(a) for the date immediately prior to the date
on which such Class B(20__-_) Adverse Event shall have occurred.
The Issuer may change the percentage set forth in subsection
2.2(a)(1)(ii)(x), above, or the formula set forth in clause (a), above, without
the consent of any Noteholder so long as the Issuer has (i) received written
confirmation from each Note Rating Agency that has rated any Outstanding Notes
of the CHASEseries that the change in such percentage or formula will not
result in a Ratings Effect with respect to any Outstanding Class B(20__-_)
Notes and (ii) delivered to the Indenture Trustee and the Note Rating Agencies
a Master Trust Tax Opinion and an Issuer Tax Opinion.
Section 2.03 Interest Payment.
(a) For each Interest Payment Date, the amount of interest
due with respect to the Class B(20__-_) Notes shall be an amount equal to
[one-twelfth of] the product of (i)[(A) a fraction, the numerator of which is
the actual number of days in the related Interest Period and the denominator
of which is 360, times (B)] the Note Interest Rate [in effect with respect to
the related Interest Period], times, (ii) the Outstanding Dollar Principal
Amount of the Class B(20__-_) Notes determined as of the close of business on
the Interest Payment Date preceding the related Note Transfer Date for the
Class B(20__-_) Notes; provided, however, that for the first Interest Payment
Date the amount of interest due with respect to the Class B(20__-_) Notes
shall be [$______________][an amount equal to the product of (x) the
Outstanding Dollar Principal Amount of the Class B(20__-_) Notes on the
Issuance Date, (y) __ divided by 360 and (z) the Note Interest Rate in effect
with respect to the Class B(20__-_) Notes determined on __________, ____].
Interest on the Class B(20__-_) Notes will be calculated on the basis of [the
actual number of days elapsed and] a 360-day year [consisting of twelve
30-day months].
(b) Pursuant to Section 3.03 of the Indenture Supplement, on
each Note Transfer Date with respect to the Class B(20__-_) Notes, the
Indenture Trustee shall deposit into the Class B(20__-_) Interest Funding
Sub-Account the portion of CHASEseries Available Finance Charge Collections
allocable to the Class B(20__-_) Notes.
[Section 2.04 Calculation Agent; Determination of LIBOR.
(a) The Issuer hereby agrees that for so long as any Class
B(20__-_) Notes are Outstanding, there shall at all times be an agent appointed
to calculate LIBOR for each Interest Period (the "Calculation Agent"). The
Issuer hereby initially appoints the Indenture Trustee as the Calculation Agent
for purposes of determining LIBOR for each Interest Period. The Calculation
Agent may be removed by the Issuer at any time. If the Calculation Agent is
unable or unwilling to act as such or is removed by the Issuer, or if the
Calculation Agent fails to determine LIBOR for an Interest Period, the Issuer
shall promptly appoint a replacement Calculation Agent that does not control or
is not controlled by or under common control with the Issuer or its
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Affiliates. The Calculation Agent may not resign its duties, and the Issuer may
not remove the Calculation Agent, without a successor having been duly
appointed.
(b) On each LIBOR Determination Date, the Calculation Agent
shall determine LIBOR on the basis of the rate for deposits in United States
dollars for a one-month period which appears on Telerate Page 3750 or on such
comparable system as is customarily used to quote LIBOR as of 11:00 a.m.,
London time, on such date. If such rate does not appear on Telerate Page 3750
or on a comparable system as is customarily used to quote LIBOR the rate for
that LIBOR Determination Date shall be determined on the basis of the rates
at which deposits in United States dollars are offered by the Reference Banks
at approximately 11:00 a.m., London time, on that day to prime banks in the
London interbank market for a one-month period. The Calculation Agent shall
request the principal London office of each of the Reference Banks to provide
a quotation of its rate. If at least two such quotations are provided, the
rate for that LIBOR Determination Date shall be the arithmetic mean of the
quotations. If fewer than two quotations are provided as requested, the rate
for that LIBOR Determination Date will be the arithmetic mean of the rates
quoted by major banks in New York City, selected by the Beneficiary, at
approximately 11:00 a.m., New York City time, on that day for loans in United
States dollars to leading European banks for a one-month period.
(c) The Note Interest Rate applicable to the then current and
the immediately preceding Interest Periods may be obtained by telephoning the
Indenture Trustee at its corporate trust office at (000) 000-0000 or such
other telephone number as shall be designated by the Indenture Trustee for
such purpose by prior written notice by the Indenture Trustee to each
Noteholder from time to time.
(d) On each LIBOR Determination Date, the Calculation Agent
shall send to the Indenture Trustee and the Beneficiary, by facsimile
transmission, notification of LIBOR for the following Interest Period.]
Section 2.05 Payments of Interest and Principal.
(a) Any installment of interest or principal, if any, payable on
any Class B(20__-_) Note which is punctually paid or duly provided for by the
Issuer and the Indenture Trustee on the applicable Interest Payment Date or
Principal Payment Date shall be paid by the Paying Agent to the Person in whose
name such Class B(20__-_) Note (or one or more Predecessor Notes) is registered
on the Record Date, by wire transfer of immediately available funds to such
Person's account as has been designated by written instructions received by the
Paying Agent from such Person not later than the close of business on the third
Business Day preceding the date of payment or, if no such account has been so
designated, by check mailed first-class, postage prepaid to such Person's
address as it appears on the Note Register on such Record Date, except that with
respect to Notes registered on the Record Date in the name of the nominee of
Cede & Co., payment shall be made by wire transfer in immediately available
funds to the account designated by such nominee.
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(b) The right of the Class B(20__-_) Noteholders to receive
payments from the Issuer will terminate on the first Business Day following the
Class B(20__-_) Termination Date.
Section 2.06 Form of Delivery of Class B(20__-_) Notes; Depository;
Denominations.
(a) The Class B(20__-_) Notes shall be delivered in the form of
a global Registered Note as provided in Sections 2.02 and 3.01(i) of the
Indenture, respectively.
(b) The Depository for the Class B(20__-_) Notes shall be The
Depository Trust Company, and the Class B(20__-_) Notes shall initially be
registered in the name of Cede & Co., its nominee.
(c) The Class B(20__-_) Notes will be issued in minimum
denominations of $1,000 and integral multiples of that amount.
Section 2.07 Delivery and Payment for the Class B(20__-_) Notes. The
Issuer shall execute and deliver the Class B(20__-_) Notes to the Indenture
Trustee for authentication, and the Indenture Trustee shall deliver the Class
B(20__-_) Notes when authenticated, each in accordance with Section 3.03 of the
Indenture.
Section 2.08 Supplemental Indenture. The Issuer may enter into a
supplemental indenture with respect to the Class B(20__-_) Notes as provided in
Section 9.01 of the Indenture; provided, however, that any supplemental
indenture which provides for an additional or alternative form of credit
enhancement for the Class B(20__-_) Notes shall, in addition to the requirements
set forth in Section 9.01 of the Indenture, require confirmation from the Note
Rating Agencies that have rated any Outstanding Notes of the CHASEseries that
such change in credit enhancement will not result in a Ratings Effect with
respect to any Outstanding Notes of the CHASEseries.
Section 2.09 Appointment of co-Paying Agent and co-Transfer Agent.
BDL is appointed as co-paying agent and as co-transfer agent in Luxembourg with
respect to the Class B(20__-_) Notes for so long as the Class B(20__-_) Notes
are listed on the Luxembourg Stock Exchange. Any reference in this Terms
Document, the Indenture Supplement, the Asset Pool Supplement and the Indenture
to the Paying Agent or the Transfer Agent shall be deemed to include BDL as
co-paying agent or co-transfer agent, as the case may be, unless the context
requires otherwise.
[END OF ARTICLE II]
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IN WITNESS WHEREOF, the parties hereto have caused this Terms
Document to be duly executed, all as of the day and year first above written.
CHASE ISSUANCE TRUST
By: CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION, as
Beneficiary and not in its
individual capacity
By: ____________________________
Name:
Title:
XXXXX FARGO BANK, NATIONAL
ASSOCIATION, as Indenture Trustee
and Collateral Agent
By: ____________________________
Name:
Title:
TABLE OF CONTENTS
PAGE
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ARTICLE I
Definitions and Other Provisions of General Application
Section 1.01 Definitions............................................................................1
Section 1.02 Governing Law..........................................................................4
Section 1.03 Counterparts...........................................................................4
Section 1.04 Ratification of Indenture and Indenture Supplement.....................................4
ARTICLE II
The Class B(20__-_) Notes
Section 2.01 Creation and Designation...............................................................5
Section 2.02 Specification of Required Subordinated Amount and Other Terms..........................5
Section 2.03 Interest Payment.......................................................................6
[Section 2.04 Calculation Agent; Determination of LIBOR..............................................6
Section 2.05 Payments of Interest and Principal.....................................................7
Section 2.06 Form of Delivery of Class B(20__-_) Notes; Depository; Denominations...................8
Section 2.07 Delivery and Payment for the Class B(20__-_) Notes.....................................8
Section 2.08 Supplemental Indenture.................................................................8
Section 2.09 Appointment of co-Paying Agent and co-Transfer Agent...................................8
i
