EXHIBIT 4.2
TRUST AGREEMENT, dated as of January 18, 2002, between Chase Manhattan
Bank USA, National Association, as Seller, and Wilmington Trust Company, a
Delaware banking corporation, not in its individual capacity but solely as Owner
Trustee (the "Owner Trustee"). The Seller and the Owner Trustee hereby agree as
follows:
1. The trust created hereby shall be known as "Chase Manhattan Auto
Owner Trust 2002-A", in which name the Owner Trustee may engage in the
transactions contemplated hereby, make and execute contracts, and xxx and be
sued.
2. The Seller hereby assigns, transfers, conveys and sets over to
the Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges receipt
of such amount in trust from the Seller, which amount shall constitute the
initial trust estate. The Owner Trustee hereby declares that it will hold the
trust estate in trust for the Seller. It is the intention of the parties hereto
that the Trust created hereby constitute a business trust under Chapter 38 of
Title 12 of the Delaware Code, 12 DEL. C. ss.3801 ET SEQ., and that this
document constitutes the governing instrument of the Trust. The Owner Trustee is
hereby authorized and directed to execute and file a certificate of trust with
the Delaware Secretary of State in the form attached hereto.
3. The Seller and the Owner Trustee will enter into an amended and
restated Trust Agreement, satisfactory to each such party, to provide for the
contemplated operation of the Trust created hereby. Prior to the execution and
delivery of such amended and restated Trust Agreement, the Owner Trustee shall
not have any duty or obligation hereunder or with respect to the trust estate,
except upon the written direction of the Seller to take such action as
determined by the Seller to be necessary to obtain prior to such execution and
delivery any licenses, consents or approvals required by applicable law or
otherwise.
4. This Trust Agreement may be executed in one or more counterparts.
5. The Owner Trustee may resign upon thirty days prior notice to the
Seller.
IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION, as Seller
By: /s/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
WILMINGTON TRUST COMPANY, not
in its individual capacity but
solely as Owner Trustee
By: /s/ XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
Title: Vice President
